UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549





FORM 10-Q





x           QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


For the quarterly period ended March 31, 2010 or





o           TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


For the transition period from __________________to__________________





Commission File Number: 0-25603





MORGAN STANLEY SMITH BARNEY CHARTER GRAHAM L.P.(Exact name of registrant as specified in its charter)





Delaware

13-4018068(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)Demeter Management LLC522 Fifth Avenue, 13th FloorNew York, NY

10036(Address of principal executive offices)

(Zip Code)





Registrant’s telephone number, including area code

(212) 296-1999








(Former name, former address and former fiscal year, if changed since last report)





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 o





Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).


Yes o  No o


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





Large accelerated filer o
Accelerated filer oNon-accelerated filer x
Smaller reporting company o





Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes 0  No T

















MORGAN STANLEY SMITH BARNEY CHARTER GRAHAM L.P.


INDEX TO QUARTERLY REPORT ON FORM 10-Q





March 31, 2010











PART I. FINANCIAL INFORMATIONItem 1.
Financial Statements (Unaudited)Statements of Financial Condition as of March 31, 2010 and December 31, 2009
2Statements of Operations for the Quarters Ended March 31, 2010 and 2009
3Statements of Changes in Partners’ Capital for the Quarters Ended March 31, 2010 and 2009
4Statements of Cash Flows for the Quarters Ended March 31, 2010 and 2009
5Condensed Schedules of Investments as of March 31, 2010 and December 31, 2009
6Notes to Financial Statements
7-22Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
23-29Item 3.
Quantitative and Qualitative Disclosures About Market Risk
29-41Item 4.
Controls and Procedures
41Item 4T.
Controls and Procedures
42PART II. OTHER INFORMATIONItem 1A.
Risk Factors
43Item 6.
Exhibits
43











PART I.  FINANCIAL INFORMATION


Item 1.  Financial Statements





MORGAN STANLEY SMITH BARNEY CHARTER GRAHAM L.P.


STATEMENTS OF FINANCIAL CONDITION


(Unaudited)


March 31,

December 31,2010

2009ASSETS
$

$Trading Equity:Unrestricted cash
318,778,984

371,818,291Restricted cash
44,673,659

32,234,772Total cash
363,452,643

404,053,063Net unrealized gain on open contracts (MS&Co.)
11,363,680

2,122,029Net unrealized gain on open contracts (MSIP)
530,194

3,799,477Total net unrealized gain on open contracts
11,893,874

5,921,506Total Trading Equity
375,346,517

409,974,569Interest receivable (MS&Co.)
31,752

4,329Total Assets
375,378,269

409,978,898LIABILITIES AND PARTNERS’ CAPITALLiabilitiesRedemptions payable
3,665,264

7,234,689Accrued brokerage fees (MS&Co.)
1,795,537

2,126,799Accrued management fees
598,513

708,933Total Liabilities
6,059,314

10,070,421Partners’ CapitalLimited Partners (13,338,452.701 and 13,699,445.230 Units, respectively)
365,536,569

395,815,421General Partner (138,019.501 and 141,663.501 Units, respectively)
3,782,386

4,093,056Total Partners’ Capital
369,318,955

399,908,477Total Liabilities and Partners’ Capital
375,378,269

409,978,898NET ASSET VALUE PER UNIT
27.40

28.89

















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





- 2 -





MORGAN STANLEY SMITH BARNEY CHARTER GRAHAM L.P.


STATEMENTS OF OPERATIONS


(Unaudited)











For the Quarters Ended March 31,2010

2009$

$INVESTMENT INCOMEInterest income (MS&Co.)
38,083

167,726EXPENSESBrokerage fees (MS&Co.)
5,603,967

7,553,433Management fees
1,867,990

2,517,811Incentive fee
—

1,873,519Total Expenses
7,471,957

11,944,763NET INVESTMENT LOSS
(7,433,874)

(11,777,037)TRADING RESULTSTrading profit (loss):Realized
(19,374,631)

(1,236,004)Net change in unrealized
5,972,368

(3,806,797)Total Trading Results
(13,402,263)

(5,042,801)NET LOSS
(20,836,137)

(16,819,838)NET LOSS ALLOCATIONLimited Partners
(20,621,486)

(16,650,707)General Partner
(214,651)

(169,131)NET LOSS PER UNIT *Limited Partners
(1.49)

(1.00)General Partner
(1.49)

(1.00)Units

UnitsWEIGHTED AVERAGE NUMBEROF UNITS OUTSTANDING
13,726,747.877

16,853,852.404























* Based on change in Net Asset Value per Unit.








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





– 3 –





MORGAN STANLEY SMITH BARNEY CHARTER GRAHAM L.P.


STATEMENTS OF CHANGES IN PARTNERS’ CAPITAL


For the Quarters Ended March 31, 2010 and 2009


(Unaudited)











Units ofPartnership

Limited

GeneralInterest

Partners

Partner

Total$

$

$Partners’ Capital,December 31, 2008
18,009,881.252

519,261,648

5,276,301

524,537,949Net Loss
–

(16,650,707)

(169,131)

(16,819,838)Redemptions
(2,194,191.790)

(62,894,846)

(640,754)

(63,535,600)Partners’ Capital,March 31, 2009
15,815,689.462

439,716,095

4,466,416

444,182,511Partners’ Capital,December 31, 2009
13,841,108.731

395,815,421

4,093,056

399,908,477Net Loss
–

(20,621,486)

(214,651)

(20,836,137)Redemptions
(364,636.529)

(9,657,366)

(96,019)

(9,753,385)Partners’ Capital,March 31, 2010
13,476,472.202

365,536,569

3,782,386

369,318,955
























































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





- 4 -





MORGAN STANLEY SMITH BARNEY CHARTER GRAHAM L.P.


STATEMENTS OF CASH FLOWS


(Unaudited)





For the Quarters Ended March 31,2010

2009$

$CASH FLOWS FROM OPERATING ACTIVITIESNet loss
(20,836,137)

(16,819,838)Noncash item included in net loss:Net change in unrealized
(5,972,368)

3,806,797Increase in operating assets:Restricted cash
(12,438,887)

(20,899,368)Interest receivable (MS&Co.)
(27,423)

(7,132)Decrease in operating liabilities:Accrued brokerage fees (MS&Co.)
(331,262)

(311,865)Accrued management fees
(110,420)

(103,955)Accrued incentive fee
—

(2,289,365)Net cash used for operating activities
(39,716,497)

(36,624,726)CASH FLOWS FROM FINANCING ACTIVITIESCash paid for redemptions of Units
(13,322,810)

(79,184,924)Net cash used for financing activities
(13,322,810)

(79,184,924)Net decrease in unrestricted cash
(53,039,307)

(115,809,650)Unrestricted cash at beginning of period
371,818,291

550,525,640Unrestricted cash at end of period
318,778,984

434,715,990


















































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





- 5 -





MORGAN STANLEY SMITH BARNEY CHARTER GRAHAM L.P.


CONDENSED SCHEDULES OF INVESTMENTS


March 31, 2010 and December 31, 2009 (Unaudited)











Futures and Forward Contracts
Long Unrealized

Gain
Percentage of

Net Assets
Short  Unrealized

Gain/(Loss)

Percentage of

Net Assets

Net Unrealized

Gain$
%
$

%

$March 31, 2010, Partnership Partners’ Capital: $369,318,955Commodity
4,661,050
1.26
1,731,364

0.46

6,392,414Equity
2,008,591
0.54
(50,051)

(0.01)

1,958,540Foreign currency
3,827,729
1.04
(1,158,539)

(0.31)

2,669,190Interest rate
682,475
0.19
117,565

0.03

800,040Grand Total:
11,179,845
3.03
640,339

0.17

11,820,184Unrealized Currency Gain




0.02

73,690Total Net Unrealized Gain on Open Contracts






11,893,874Long Unrealized

Gain/(Loss)
Percentage of

Net Assets
Short  Unrealized

Gain

Percentage of

Net Assets

Net Unrealized

Gain/(Loss)$
%
$

%

$December 31, 2009, Partnership Partners’ Capital: $399,908,477Commodity
5,893,727
1.47
245,680

0.06

6,139,407Equity
786,962
0.20
18,522

0.01

805,484Foreign currency
616,300
0.15
438,549

0.11

1,054,849Interest rate
(2,169,237)
(0.54)
130,659

0.03

(2,038,578)Grand Total:
5,127,752
1.28
833,410

0.21

5,961,162Unrealized Currency Loss




(0.01)

(39,656)Total Net Unrealized Gain on Open Contracts






5,921,506






































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





- 6 -





MORGAN STANLEY SMITH BARNEY CHARTER GRAHAM L.P.


NOTES TO FINANCIAL STATEMENTS





March 31, 2010





(Unaudited)





The unaudited financial statements contained herein include, in the opinion of management, all adjustments necessary for a fair presentation of the financial condition and results of operations of Morgan Stanley Smith Barney Charter Graham L.P. (the "Partnership").  The financial statements and condensed notes herein should be read in conjunction with the Partnership’s Annual Report on Form 10-K for the fiscal year ending December 31, 2009.





1.  Organization


Morgan Stanley Smith Barney Charter Graham L.P. is a Delaware limited partnership organized in 1998 to engage primarily in the speculative trading of futures contracts, options on futures and forward contracts, and forward contracts on physical commodities and other commodity interests, including, but not limited to, foreign currencies, financial instruments, metals, energy, and agricultural products (collectively, "Futures Interests") (refer to Note 4. Financial Instruments).  The Partnership is one of the Morgan Stanley Smith Barney Charter series of funds, comprised of the Partnership, Morgan Stanley Smith Barney Charter WNT L.P., Morgan Stanley Smith Barney Charter Aspect L.P., and Morgan Stanley Smith Barney Charter Campbell  L.P. (collectively, the "Charter Series").























- 7 -





MORGAN STANLEY SMITH BARNEY CHARTER GRAHAM L.P.


NOTES TO FINANCIAL STATEMENTS (CONTINUED)





The Partnership’s general partner is Demeter Management LLC (“Demeter”).  The commodity brokers are Morgan Stanley & Co. Incorporated ("MS&Co.") and Morgan Stanley & Co. International plc ("MSIP").   MS&Co. also acts as the counterparty on all trading of foreign currency forward contracts. MSIP serves as the commodity broker for trades on the London Metal Exchange (“LME”). Demeter is a wholly-owned subsidiary of Morgan Stanley Smith Barney Holdings LLC (“MSSB”).  MSSB is majority-owned indirectly by Morgan Stanley and minority-owned indirectly by Citigroup Inc.  MS&Co. and MSIP are wholly-owned subsidiaries of Morgan Stanley.  Graham Capital Management, L.P. (the “Trading Advisor”) is the trading advisor to the Partnership.





2.  Related Party Transactions


The Partnership’s cash is on deposit with MS&Co. and MSIP in futures, forward and options trading accounts to meet margin requirements as needed.  Monthly, MS&Co. credits the Partnership with interest income on 100% of its average daily funds held at MS&Co. and MSIP to meet margin requirements at a rate approximately equivalent to what the commodity brokers pay other similar customers on margin deposits.  In addition, MS&Co. credits the Partnership at each month end with interest income on 100% of the Partnership’s assets not deposited as margin at a rate equal to the monthly average of the 4-week U.S. Treasury bill discount rate during such month.  The Partnership pays brokerage fees to MS&Co.














- 8 -





MORGAN STANLEY SMITH BARNEY CHARTER GRAHAM L.P.


NOTES TO FINANCIAL STATEMENTS (CONTINUED)





3.  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 the Partnership’s revenues or expenses for income tax purposes. The Partnership files U.S. federal and state tax returns.





The guidance issued by Financial Accounting Standards Board (“FASB”) on income taxes clarifies the accounting for uncertainty in income taxes recognized in the Partnership's financial statements, and prescribes a recognition threshold and measurement attribute for financial statement recognition and measurement of a tax position taken or expected to be taken.  The Partnership has concluded that there are no significant uncertain tax positions that would require recognition in the financial statements as of March 31, 2010.  If applicable, the Partnership recognizes interest accrued related to unrecognized tax benefits in interest expense and penalties in other expenses in the Statements of Operations.  Generally, the 2006 through 2009 tax years remain subject to examination by U.S. federal and most state tax authorities.





4.  Financial Instruments


The Partnership trades Futures Interests.  Futures and forwards represent contracts for delayed delivery of an instrument at a specified date and price.  Futures Interests are open commitments until settlement





- 9 -





MORGAN STANLEY SMITH BARNEY CHARTER GRAHAM L.P.


NOTES TO FINANCIAL STATEMENTS (CONTINUED)





date, at which time they are realized.  They are valued at fair value, generally on a daily basis, and the unrealized gains and losses on open contracts (the difference between contract trade price and market price) are reported in the Statements of Financial Condition as net unrealized gains or losses on open contracts.  The resulting net change in unrealized gains and losses is reflected in the net change in unrealized trading profit (loss) from one period to the next on the Statements of Operations.  The fair value of exchange-traded futures, options and forwards contracts is determined by the various futures exchanges, and reflects the settlement price for each contract as of the close of business on the last business day of the reporting period.  The fair value of foreign currency forward contracts is extrapolated on a forward basis from the spot prices quoted as of approximately 3:00 P.M. (E.T.) of the last business day of the reporting period.  The fair value of non-exchange-traded foreign currency option contracts is calculated by applying an industry standard model application for options valuation of foreign currency options, using as input, the spot prices, interest rates, and option implied volatilities quoted as of approximately 3:00 P.M. (E.T.) on the last business day of the reporting period.  Risk arises from changes in the value of these contracts and the potential inability of counterparties to perform under the terms of the contracts.  There are numerous factors which may significantly influence the fair value of these contracts, including interest rate volatility.














- 10 -





MORGAN STANLEY SMITH BARNEY CHARTER GRAHAM L.P.


NOTES TO FINANCIAL STATEMENTS (CONTINUED)








The fair value of exchange-traded contracts is based on the settlement price quoted by the exchange on the day with respect to which fair value is being determined.  If an exchange-traded contract could not have been liquidated on such day due to the operation of daily limits or other rules of the exchange, the settlement price will be equal to the settlement price on the first subsequent day on which the contract could be liquidated.  The fair value of off-exchange-traded contracts is based on the fair value quoted by the counterparty.





The Partnership’s contracts are accounted for on a trade-date basis and marked to market on a daily basis.  The Partnership accounts for its derivative investments as required by the Derivatives and Hedging as required by the FASB Accounting Standards Codification(“ASC” or the “Codification”).  A derivative is defined as a financial instrument or other contract that has all three of the following characteristics:





1)
One or more underlying notional amounts or payment provisions;


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


3)
Terms require or permit net settlement.











Generally, derivatives include futures, forwards, swaps or options contracts, and other financial instruments with similar characteristics such as caps, floors, and collars.

















- 11 -





MORGAN STANLEY SMITH BARNEY CHARTER GRAHAM L.P.


NOTES TO FINANCIAL STATEMENTS (CONTINUED)





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


Net Unrealized Gains on Open Contracts
Longest MaturitiesDate
Exchange-Traded
Off-Exchange-Traded
Total
Exchange-Traded
Off-Exchange-Traded$
$
$Mar. 31, 2010
9,255,936
2,637,938
11,893,874
Jun. 2014
May 2010Dec. 31, 2009
4,878,451
1,043,055
5,921,506
Jun. 2011
Feb. 2010





The Partnership has credit risk associated with counterparty nonperformance.  As of the date of the financial statements, the credit risk associated with the instruments in which the Partnership trades is limited to the unrealized gain amounts reflected in the Partnership’s Statements of Financial Condition.








The Partnership also has credit risk because MS&Co. and MSIP act as the futures commission merchants or the counterparties, with respect to most of the Partnership’s assets. Exchange-traded futures, exchange-traded forward, and exchange-traded futures-styled options contracts are marked to market on a daily basis, with variations in value settled on a daily basis. MS&Co. and MSIP, each acting as a commodity broker for the Partnership’s exchange-traded futures, exchange-traded forward, and exchange-traded futures-styled options contracts, are required, pursuant to regulations of the Commodity Futures Trading Commission ("CFTC"), to segregate from their own assets, and for the sole benefit of their commodity customers, all funds held by them with respect to exchange-traded futures, exchange-traded forward, and exchange-traded futures-styled options contracts, including an amount equal to the net unrealized gains (losses) on all open exchange-traded futures, exchange-traded forward, and exchange-traded futures-styled





- 12 -





MORGAN STANLEY SMITH BARNEY CHARTER GRAHAM L.P.


NOTES TO FINANCIAL STATEMENTS (CONTINUED)





options contracts, which funds, in the aggregate, totaled $372,708,579 and $408,931,514 at March 31, 2010, and December 31, 2009, respectively.  With respect to the Partnership’s off-exchange-traded forward currency contracts, there are no daily settlements of variation in value, nor is there any requirement that an amount equal to the net unrealized gains (losses) on such contracts be segregated.  However, the Partnership is required to meet margin requirements equal to the net unrealized loss on open forward currency contracts in the Partnership accounts with the counterparty, which is accomplished by daily maintenance of the cash balance in a custody account held at MS&Co. With respect to those off-exchange-traded forward currency contracts, the Partnership is at risk to the ability of MS&Co., the sole counterparty on all such contracts, to perform. The Partnership has a netting agreement with MS&Co.  This agreement, which seeks to reduce both the Partnership’s and MS&Co.’s exposure on off-exchange-traded forward currency contracts, should materially decrease the Partnership’s credit risk in the event of MS&Co.’s bankruptcy or insolvency.





The futures, forwards and options traded by the Partnership involve varying degrees of related market risk.  Market risk is often dependent upon changes in the level or volatility of interest rates, exchange rates, and prices of financial instruments and commodities, factors that result in frequent changes in the fair value of the Partnership’s open positions, and consequently in its earnings, whether realized or unrealized, and cash flow.  Gains and losses on open positions of exchange-traded futures, exchange-traded forward, and exchange-traded futures-styled options contracts are settled daily through variation margin.  Gains and losses on off-exchange-traded forward currency contracts are settled upon





- 13 -





MORGAN STANLEY SMITH BARNEY CHARTER GRAHAM L.P.


NOTES TO FINANCIAL STATEMENTS (CONTINUED)





termination of the contract.  However, the Partnership is required to meet margin requirements equal to the net unrealized loss on open forward currency contracts in the Partnership’s accounts with the counterparty, which is accomplished by daily maintenance of the cash balance in a custody account held at MS&Co.





5.  Derivatives and Hedging


Effective January 1, 2009, the Partnership adopted the provision of the Derivatives and Hedging Topic of the FASB Codification, which is intended to improve financial reporting about derivative instruments and hedging activities by requiring enhanced disclosures to enable investors to better understand how those instruments and activities are accounted for; how and why they are used; and their effects on the Partnership’s financial position, financial performance, and cash flows.  The adoption of this new guidance did not have a material impact on the Partnership’s financial statements, other than enhanced financial statements disclosures.





The Partnership’s objective is to profit from speculative trading in Futures Interests.  Therefore, the Trading Advisor for the Partnership will take speculative positions in Futures Interests where it feels the best profit opportunities exist for its trading strategy.  As such, the average number of contracts outstanding in absolute quantities (the total of the open long and open short positions) has been presented as a part of the volume disclosure, as position direction is not an indicative factor in such volume disclosures. In regards to foreign currency forward trades, each notional quantity amount





- 14 -





MORGAN STANLEY SMITH BARNEY CHARTER GRAHAM L.P.


NOTES TO FINANCIAL STATEMENTS (CONTINUED)








has been converted to an equivalent contract based upon an industry convention.





The following tables summarize the valuation of the Partnership’s investments as required by the disclosures about Derivatives and Hedging as of March 31, 2010 and December 31, 2009, respectively.





The Effect of Trading Activities on the Statements of Financial Condition as of March 31, 2010:


Futures and Forward Contracts
Long

Unrealized

Gain
Long

Unrealized

Loss
Short

Unrealized

Gain
Short

Unrealized

Loss
Net   Unrealized

Gain
Average number of contracts

outstanding (absolute quantity)$
$
$
$
$Commodity
5,060,683
(399,633)
4,221,853
(2,490,489)
6,392,414
6,655Equity
2,836,788
(828,197)
–
(50,051)
1,958,540
3,680Foreign currency
4,200,933
(373,204)
739,093
(1,897,632)
2,669,190
15,543Interest rate
1,874,557
(1,192,082)
223,875
(106,310)
800,040
8,806Total
13,972,961
(2,793,116)
5,184,821
(4,544,482)
11,820,184Unrealized currency gain




73,690Total net unrealized gain on open contracts




11,893,874





The Effect of Trading Activities on the Statements of Financial Condition as of December 31, 2009:


Futures and Forward Contracts
Long

Unrealized

Gain
Long

Unrealized

Loss
Short

Unrealized

Gain
Short Unrealized

Loss
Net   Unrealized

Gain/(Loss)
Average number of contracts

outstanding (absolute quantity)$
$
$
$
$Commodity
7,291,580
(1,397,853)
499,089
(253,409)
6,139,407
4,941Equity
1,413,940
(626,978)
18,522
–
805,484
3,384Foreign currency
1,718,378
(1,102,078)
1,070,003
(631,454)
1,054,849
41,153Interest rate
154,564
(2,323,801)
227,907
(97,248)
(2,038,578)
10,824Total
10,578,462
(5,450,710)
1,815,521
(982,111)
5,961,162Unrealized currency loss




(39,656)Total net unrealized gain on open contracts




5,921,506








- 15 -





MORGAN STANLEY SMITH BARNEY CHARTER GRAHAM L.P.


NOTES TO FINANCIAL STATEMENTS (CONTINUED)








The following tables summarize the net trading results of the Partnership for the quarters ended    March 31, 2010 and 2009, respectively, as required by the disclosures about Derivatives and Hedging.





The Effect of Trading Activities on the Statements of Operations for the Quarter Ended March 31, 2010 included in Total Trading Results:





Type of Instrument
$Commodity
(7,546,556)Equity
(9,880,421)Foreign currency
34,397Interest rate
3,876,970Unrealized currency gain
113,347Total
(13,402,263)





Line Items on the Statements of Operations for the Quarter Ended March 31, 2010:


Trading Results
$Realized
(19,374,631)Net change in unrealized
5,972,368Total Trading Results
(13,402,263)





The Effect of Trading Activities on the Statements of Operations for the Quarter Ended March 31, 2009 included in Total Trading Results:





Type of Instrument
$Commodity
(3,093,430)Equity
1,184,758Foreign currency
(3,359,490)Interest rate
799,099Unrealized currency loss
(573,738)Total
(5,042,801)

















- 16 -







MORGAN STANLEY SMITH BARNEY CHARTER GRAHAM L.P.


NOTES TO FINANCIAL STATEMENTS (CONTINUED)








Line Items on the Statements of Operations for the Quarter Ended March 31, 2009:


Trading Results
$Realized
(1,236,004)Net change in unrealized
(3,806,797)Total Trading Results
(5,042,801)





6.  Fair Value Measurements and Disclosures


Financial instruments are carried at fair value, which is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants.  Assets and liabilities carried at fair value are classified and disclosed in the following three levels: Level 1 - unadjusted quoted market prices in active markets for identical assets and liabilities; Level 2 - inputs other than unadjusted quoted market prices that are observable for the asset or liability, either directly or indirectly (including unadjusted quoted market prices for similar investments, interest rates, credit risk); and Level 3 - unobservable inputs for the asset or liability (including the Partnership’s own assumptions used in determining the fair value of investments).





In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy.  In such cases, an investment’s level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement.  The Partnership’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the investment.








- 17 -





MORGAN STANLEY SMITH BARNEY CHARTER GRAHAM L.P.


NOTES TO FINANCIAL STATEMENTS (CONTINUED)





The Partnership’s assets and liabilities measured at fair value on a recurring basis are summarized in the following tables by the type of inputs applicable to the fair value measurements.





March 31, 2010


Unadjusted

Quoted Prices in Active Markets for Identical Assets

(Level 1)
Significant Other Observable Inputs

(Level 2)
Significant Unobservable Inputs

(Level 3)

Total$
$


$AssetsNet unrealized gain on futures contracts
9,255,936
—
n/a

9,255,936Net unrealized gain on forward contracts
—
2,637,938
n/a

2,637,938





December 31, 2009


Unadjusted

Quoted Prices in Active Markets for Identical Assets

(Level 1)
Significant Other Observable Inputs

(Level 2)
Significant Unobservable Inputs

(Level 3)

Total$
$


$AssetsNet unrealized gain on futures contracts
4,878,451
—
n/a

4,878,451Net unrealized gain on forward contracts
—
1,043,055
n/a

1,043,055
































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MORGAN STANLEY SMITH BARNEY CHARTER GRAHAM L.P.


NOTES TO FINANCIAL STATEMENTS (CONTINUED)





7.  Other Pronouncements


(a)  Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles


In June 2009, the FASB issued accounting guidance to establish FASB Codification.  ASC established the exclusive authoritative reference for accounting principles generally accepted in the United States of America (“U.S. GAAP”) for use in financial statements except for Securities and Exchange Commission (“SEC”) rules and interpretive releases, which are also authoritative U.S. GAAP for SEC registrants.  The Codification supersedes all existing non-SEC accounting and reporting standards.  The Codification became the single source of authoritative U.S. GAAP and was effective for financial statements issued for interim and annual periods ending after September 15, 2009.





(b)  Fair Value Measurements


In April 2009, the FASB issued additional guidance relating to Fair Value Measurements for determining fair value and requires new disclosures regarding the categories of fair value instruments, as well as the inputs and valuation techniques utilized to determine fair value and any changes to the inputs and valuation techniques during the period.  It was effective for the interim and annual periods ending after June 15, 2009 and the adoption did not have a material impact on the Partnership’s financial statements.














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MORGAN STANLEY SMITH BARNEY CHARTER GRAHAM L.P.


NOTES TO FINANCIAL STATEMENTS (CONTINUED)





(c)  Financial Instruments


In April 2009, the FASB issued new guidance that requires fair value disclosures of financial instruments on a quarterly basis, as well as new disclosures regarding the methodology and significant assumptions underlying the fair value measures and any changes to the methodology and assumptions during the reporting period.  This guidance was effective for the interim and annual periods ending after June 15, 2009.  The adoption of this guidance did not have a material impact on the Partnership’s financial statements.





(d)  Subsequent Events


In May 2009, the FASB issued accounting guidance to establish general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued.  In February 2010, the FASB issued Accounting Standards Update, Subsequent Events – Amendments to Certain Recognition and Disclosures Requirements which was effective immediately, and amends the previous guidance on subsequent events and no longer requires SEC filers to disclose the date through which subsequent events have been evaluated.  Management performed its evaluation of subsequent events and has determined that there were no subsequent events requiring adjustment or disclosure in the financial statements.














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MORGAN STANLEY SMITH BARNEY CHARTER GRAHAM L.P.


NOTES TO FINANCIAL STATEMENTS (CONTINUED)





8. Recent Pronouncements


(a)  Improving Disclosures about Fair Value Measurements


In January 2010, the FASB issued guidance, which, among other things, amends fair value measurements and disclosures to require entities to separately present purchases, sales, issuances, and settlements in their reconciliation of Level 3 fair value measurements (i.e., to present such items on a gross basis rather than on a net basis), and which clarifies existing disclosure requirements regarding the level of disaggregation and the inputs and valuation techniques used to measure fair value for measurements that fall within either Level 2 or Level 3 of the fair value hierarchy.  This guidance is effective for interim and annual periods beginning after December 15, 2009, except for the disclosures about purchases, sales, issuances, and settlements in the roll forward of activity in Level 3 fair value measurements which are effective for fiscal years beginning after December 15, 2010, and for interim periods within those fiscal years.  The adoption of this guidance did not have a material impact on the Partnership’s financial statements.





(b)  Consolidation of Variable Interest Entities


In June 2009, the FASB issued an amendment to the accounting and disclosure requirements for variable interest entities.  It contains new criteria for determining the primary beneficiary, and increases the frequency of required reassessments to determine whether a company is the primary beneficiary of a variable interest entity.  It also contains a new requirement that any term, transaction,








- 21 -







MORGAN STANLEY SMITH BARNEY CHARTER GRAHAM L.P.


NOTES TO FINANCIAL STATEMENTS (CONCLUDED)








or arrangement that does not have a substantive effect on an entity’s status as a variable interest entity, a company’s power over a variable interest entity, or a company’s obligation to absorb losses or its right to receive benefits of an entity must be disregarded.  The amendment is effective for annual periods beginning after November 15, 2009, and interim periods thereafter. Effective February 25, 2010, the FASB has decided to indefinitely defer the application of this amendment for certain entities. Management believes that the Partnership meets the criteria for the indefinite deferral of the application of this guidance.





9.  Restricted and Unrestricted Cash


As reflected on the Partnership’s Statements of Financial Condition, restricted cash equals the cash portion of assets on deposit to meet margin requirements plus the cash required to offset unrealized losses on foreign currency forwards and options and offset losses on offset LME positions. All of these amounts are maintained separately.  Cash that is not classified as restricted cash is therefore classified as unrestricted cash.























- 22-







Item 2.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND


RESULTS OF OPERATIONS





Liquidity.  The Partnership deposits its assets with MS&Co. and MSIP as commodity brokers in separate futures, forward 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 CFTC 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 fluctuation limits" or "daily limits".  Trades may not be executed at prices beyond the daily limit.  If the price for a particular futures or options contract has increased or decreased by an amount equal to the daily limit, positions in that futures or options contract can neither be taken nor liquidated unless traders are willing to effect trades at or within the limit. Futures prices have occasionally moved the daily limit for several consecutive days with little or no trading.  These market conditions could prevent 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





- 23 -





liquidating unfavorable positions in such markets, subjecting it to substantial losses.  Either of these market conditions could result in restrictions on redemptions.  For the periods covered by this report, illiquidity has not materially affected the Partnership’s assets.





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





Capital Resources.  The Partnership does not have, nor does it expect to have, any capital assets.  Redemptions of units of limited partnership interest ("Unit(s)") in the future will affect the amount of funds available for investments in futures, forwards and options in subsequent periods.  It is not possible to estimate the amount, and therefore the impact, of future outflows of Units.





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.











- 24 -





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, forward and options markets.  The following presents a summary of the Partnership’s operations for the three month periods ended March 31, 2010 and 2009, and a general discussion of its trading activities during each period.  It is important to note, however, that the Trading Advisor trades in various markets at different times and that prior activity in a particular market does not mean that such market will be actively traded by the Trading Advisor or will be profitable in the future.  Consequently, the results of operations of the Partnership are difficult to discuss other than in the context of the Trading Advisor’s trading activities on behalf of the Partnership during the period in question.  Past performance is no guarantee of future results.





The Partnership’s results of operations set forth in the financial statements on pages 2 through 22 of this report are prepared in accordance with U.S. GAAP, which requires the use of certain accounting policies that affect the amounts reported in these financial statements, including the following: the contracts the Partnership trades are accounted for on a trade-date basis and marked to market on a daily basis.  The difference between their original contract value and market value is recorded on the Statements of Operations as "Net change in unrealized trading profit (loss)" for open (unrealized) contracts, and recorded as "Realized trading profit (loss)" when open positions are closed out.  The sum of these amounts constitutes the Partnership’s trading results.  The market value of a futures contract is the settlement price








- 25 -





on the exchange on which that futures contract is traded on a particular day.  The value of a foreign currency forward contract is based on the spot rate as of the close of business.  Interest income, as well as management fees, incentive fees, and brokerage fees of the Partnership are recorded on an accrual basis.





For the Quarter Ended March 31, 2010


The Partnership recorded total trading results including interest income totaling $(13,364,180) and expenses totaling $7,471,957, resulting in a net loss of $20,836,137 for the quarter ended March 31, 2010.  The Partnership’s net asset value per Unit decreased from $28.89 at December 31, 2009, to $27.40 at March 31, 2010.





The most significant trading losses of approximately 2.4% were incurred within the global stock index sector, primarily during January and February, from long positions in European and Pacific Rim equity index futures as prices declined due to disappointing U.S. corporate earnings reports, concerns regarding U.S. President Barack Obama’s proposed limits on risk-taking by banks, and speculation that China might raise interest rates.  Prices continued to fall towards the end of January on mounting concerns regarding sovereign debt defaults from a number of European countries, most notably Greece, Portugal, and Spain. During February, prices moved lower towards the end of the month following news that European confidence in the economic outlook worsened and U.S. jobless claims unexpectedly increased, thereby resulting in additional losses.  In the agricultural markets, losses of approximately 1.1% were experienced primarily during January and February from long futures positions in the soybean complex as prices fell after rains improved the yield potential of crops in Brazil and Argentina, two of the world’s largest growers and exporters of soybeans.  Elsewhere in the





- 26 -







agricultural complex, long positions in sugar futures resulted in losses as prices reversed lower during February on speculation that Brazil, the world’s largest sugar producer, might increase exports.  Within the metals sector, losses of approximately 0.7% were recorded primarily during January from long futures positions in zinc, copper, and lead as prices decreased on speculation that demand for base metals might wane after Chinese banks begin to restrict lending.  Smaller losses of approximately 0.1% were incurred in the energy markets, primarily during January, from long futures positions in crude oil and its related products as prices declined due to reports of increased U.S. inventories, as well as on speculation that China’s economic activity and energy demand may ease.  A portion of the Partnership’s losses for the quarter was offset by gains of approximately 1.0% achieved within the global interest rate sector, primarily during January and February, from long positions in European fixed-income futures.  In January, prices increased on concerns that lending restrictions in China and possible reductions in U.S. stimulus measures might stifle the global economic rebound, thereby boosting demand for the relative “safety” of government bonds.  Prices were then pressured higher during February amid worries that Greece’s fiscal struggles might begin to spread to other nations.  Additional gains of approximately 0.2% were experienced in the currency sector, primarily during February and March, from long positions in the Mexican peso and Canadian dollar versus the U.S. dollar as the value of these currencies moved higher against the U.S. dollar after signs of a global economic recovery caused investors to increase their risk appetite for higher-yielding currencies.  The value of the Canadian dollar also rose relative to the U.S. dollar after Canadian government data showed real Gross Domestic Product increased 0.6% in December.











- 27 -







For the Quarter Ended March 31, 2009


The Partnership recorded total trading results including interest income totaling $(4,875,075) and expenses totaling $11,944,763   resulting in a net loss of $16,819,838 for the quarter ended March 31, 2009. The Partnership’s net asset value per Unit decreased from $29.13 at December 31, 2008, to $28.08 at March 31, 2009.





The most significant trading losses of approximately 0.9% were experienced within the currency sector, primarily during February and March, from short positions in the euro, Canadian dollar, and Swiss franc versus the U.S. dollar as the value of the U.S. dollar reversed lower against most of its rivals following the U.S. Federal Reserve’s surprise plans to begin a more aggressive phase of quantitative easing and economic stimulus spending, which would include the purchase of $300 billion in longer-term Treasury bonds and buying significant quantities of “toxic assets” from bank balance sheets.  Within the metals markets, losses of approximately 0.6% were incurred throughout the majority of the quarter from short futures positions in copper, zinc, and lead as prices reversed higher amid speculation that economic stimulus plans in the U.S. and China would help boost demand for base metals.  Additional losses were recorded from short positions in gold futures as prices increased during January amid continued uncertainty regarding the future direction of the global economy, which spurred demand for the precious metal as a “safe haven”.  Smaller losses of approximately 0.5% were experienced within the agricultural sector, primarily during March, from short futures positions in corn, the soybean complex, and coffee as prices rose on renewed optimism that government bailouts would possibly help revive the world economy and boost demand for these commodities.  A portion of the Partnership’s losses for the quarter was offset by gains of approximately 0.4% recorded within the





- 28 -







energy markets, primarily during January, from short positions in natural gas futures as prices moved lower amid speculation that the ongoing global economic recession would continue to erode energy demand.  Smaller gains of approximately 0.2% were experienced within the global interest rate sector, primarily during February and March, from long positions in European fixed-income futures as prices moved higher after the European Central Bank cut its benchmark interest rate to a record 1.5% in an effort to further stimulate the European economy.  Continued speculation that the European Central Bank would further reduce rates in the future also pushed prices higher.





Item 3.  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 on such contracts traded by the Partnership involve varying degrees of related market risk.  Market risk is often dependent upon changes in the level or volatility of interest rates, exchange rates, and prices of financial instruments and commodities, factors that result in frequent changes in the fair value of the Partnership’s open positions, and consequently in its earnings, whether realized or unrealized, and cash flow.  Gains and losses on open positions of exchange-traded








- 29 -







futures, exchange-traded forward, and exchange-traded futures-styled options contracts are settled daily through variation margin.  Gains and losses on off-exchange-traded forward currency contracts and forward currency options contracts are settled upon termination of the contract.  However, the Partnership is required to meet margin requirements equal to the net unrealized loss on open forward currency contracts in the Partnership accounts with the counterparty, which is accomplished by daily maintenance of the cash balance in a custody account held at MS&Co.





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





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





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





- 30 -







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





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 risk 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





- 31 -







portfolio value that, based on observed market risk factors, would have been exceeded once in 100 trading days, or one day in 100. VaR typically does not represent the worst case outcome.  Demeter uses approximately four years of daily market data (1,000 observations) and re-values its portfolio (using delta-gamma approximations) for each of the historical market moves that occurred over this time period.  This generates a probability distribution of daily "simulated profit and loss" outcomes.  The VaR is the appropriate percentile of this distribution.  For example, the 99% one-day VaR would represent the 10th worst outcome from Demeter’s simulated profit and loss series.





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





The Partnership’s Value at Risk in Different Market Sectors


The following table indicates the VaR associated with the Partnership’s open positions as a percentage of total net assets by primary market risk category at March 31, 2010 and 2009.  At March 31, 2010











- 32 -







and 2009, the Partnership’s total capitalization was approximately $369 million and $444 million, respectively.





Primary Market
March 31, 2010
March 31, 2009Risk Category
Value at Risk
Value at RiskEquity
(6.04)%
(0.64)%Interest Rate
(1.28)
(0.67)Currency
(1.77)
(0.51)Commodity
(1.25)
(0.28)Aggregate Value at Risk
(7.50)%
(0.95)%





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





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





The tables below supplement the quarter-end 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 April 1, 2009 through March 31, 2010 and April 1, 2008 through March 31, 2009, respectively.





- 33 -







March 31, 2010Primary Market Risk Category
High
Low
AverageEquity
(6.04)%
(2.09)%
(3.56)%Interest Rate
(1.78)
(0.32)
(1.00)Currency
(1.77)
(0.93)
(1.27)Commodity
(1.71)
(0.95)
(1.23)Aggregate Value at Risk
(7.50)%
(3.46)%
(4.83)%





March 31, 2009Primary Market Risk Category
High
Low
AverageInterest Rate
(0.67)%
(0.22)%
(0.39)%Equity
(0.64)
(0.05)
(0.37)Currency
(0.98)
(0.07)
(0.48)Commodity
(0.97)
(0.19)
(0.51)Aggregate Value at Risk
(1.26)%
(0.42)%
(0.88)%





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:








- 34 -







·
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 March 31, 2010 and 2009, and for the four quarter-end reporting periods from April 1, 2009 through March 31, 2010 and April 1, 2008 through March 31, 2009, respectively.  VaR is not necessarily representative of the Partnership’s historic risk, nor should it be used to predict the Partnership’s future financial performance or its ability to manage or monitor risk.  There can be no assurance that the Partnership’s actual losses on a particular day will not exceed the VaR amounts indicated above or that such losses will not occur more than once in 100 trading days.











- 35 -







Non-Trading Risk


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





The Partnership also maintains a substantial portion of its available assets in cash at MS&Co.; as of March 31, 2010, such amount was equal to approximately 86% 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, 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,








- 36 -







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 of the Partnership.  Investors must be prepared to lose all or substantially all of their investment in the Partnership.





The Trading Advisor,in general, tends to utilize its trading system(s) to take positions when market opportunities develop, and Demeter anticipates that the Trading Advisor will continue to do so.





The following were the primary trading risk exposures of the Partnership at March 31, 2010, by market sector.  It may be anticipated, however, that these market exposures will vary materially over time.





Equity.  The largest market exposure of the Partnership at March 31, 2010, was to the global stock index sector.  Exposure was primarily to equity price risk in the G-7 countries.  The G-7 countries consist of France, the U.S., the United Kingdom, Germany, Japan, Italy, and Canada. The stock index futures traded by the Partnership are by law limited to futures on broadly-based indices.  At March 31, 2010, the Partnership’s primary market exposures were to the NASDAQ 100 (U.S.), DAX (Germany), S&P 500 (U.S.), CAC 40 (France), Euro Stoxx 50 (Europe), FTSE 100 (United Kingdom), Nikkei 225 (Japan), Russell 2000 (U.S.), Dow Jones Industrials (U.S.), TOPIX (Japan), IBEX 35 (Spain), and








- 37 -







Hang Seng  (Hong Kong) stock indices.  The Partnership is typically exposed to the risk of adverse price trends or static markets in the U.S., European, and Pacific Rim stock indices. Static markets would not cause major market changes, but would make it difficult for the Partnership to avoid trendless price movements, resulting in numerous small losses.





Currency.  The second largest market exposure of the Partnership at March 31, 2010, was to the currency sector.  The Partnership’s currency exposure is to exchange rate fluctuations, primarily fluctuations which disrupt the historical pricing relationships between different currencies and currency pairs.  Interest rate changes, as well as political and general economic conditions influence these fluctuations.  The Partnership trades a number of currencies, including cross-rates - i.e., positions between two currencies other than the U.S. dollar.  At March 31, 2010, the Partnership’s major exposures were to the Australian dollar, Japanese yen, euro, Swedish krona, Swiss franc, Canadian dollar, Norwegian krone, Polish zloty, British pound, and New Zealand dollar currency crosses, as well as to outright U.S. dollar positions.  Outright positions consist of the U.S. dollar vs. other currencies.  These other currencies include major and minor currencies.  Demeter does not anticipate that the risk associated with the Partnership’s currency trades will change significantly in the future.





Interest Rate.  At March 31, 2010, the Partnership had market exposure to the global interest rate sector.  Exposure was primarily spread across the European, Japanese, U.S., Canadian, and Australian 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





- 38 -







countries, materially impact the Partnership’s profitability. The Partnership’s interest rate exposure is generally to interest rate fluctuations in the U.S. and the other G-7 countries.  However, the Partnership also takes futures positions in the government debt of smaller nations - e.g., Australia.  Demeter anticipates that the G-7 countries’ and Australian interest rates will remain the primary interest rate exposure of the Partnership for the foreseeable future.  The speculative futures positions held by the Partnership may range from short to long-term instruments.  Consequently, changes in short, medium, or long-term interest rates may have an effect on the Partnership.





Commodity.


Energy.  The third largest market exposure of the Partnership at March 31, 2010, was to the energy sector.  The Partnership’s energy exposure was shared primarily by futures contracts in crude oil and its related products, as well as in 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.  Oil and gas prices can be volatile and significant profits and losses, which have been experienced in the past, are expected to continue to be experienced in these markets in the future.





Soft Commodities and Agriculturals. At March 31, 2010, the Partnership had market exposure to the markets that comprise these sectors.  Most of the exposure was to the wheat, cotton, corn, cocoa, soybean meal, and live cattle markets.  Supply and demand inequalities, severe weather disruptions, and market expectations affect price movements in these markets.








- 39 -







Metals.  At March 31, 2010, the Partnership had market exposure to the metals sector.  The Partnership’s metals exposure was to fluctuations in the price of base metals, such as copper, aluminum, lead, nickel, and zinc, as well as precious metals, such as gold and silver.  Economic forces, supply and demand inequalities, geopolitical factors, and market expectations influence price movements in these markets.





Qualitative Disclosures Regarding Non-Trading Risk Exposure


The following was the primary non-trading risk exposure of the Partnership at March 31, 2010:





Foreign Currency Balances. The Partnership’s primary foreign currency balances at March 31, 2010, were in British pounds, euros, and Japanese yen.  The Partnership controls the non-trading risk of foreign currency balances by regularly converting them back into U.S. dollars upon liquidation of their respective positions.





Qualitative Disclosures Regarding Means of Managing Risk Exposure


The Partnership and the Trading Advisor, separately, attempt to manage the risk of the Partnership’s open positions in essentially the same manner in all market categories traded. Demeter attempts to manage market exposure by diversifying the Partnership’s assets among different market sectors


through the selection of a Commodity Trading Advisor and by daily monitoring its performance.  In addition, the Trading Advisor establishes diversification guidelines, often set in terms of the maximum margin to be committed to positions in any one market sector or market-sensitive instrument.








- 40 -







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








Item 4.    CONTROLS AND PROCEDURES








As of the end of the period covered by this quarterly report, the President and Chief Financial Officer of Demeter 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.





Changes in Internal Control over Financial Reporting


There have been no material changes during the period covered by this quarterly 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) that have materially affected or are reasonably likely to materially affect the Partnership’s internal control over financial reporting.








Limitations on the Effectiveness of Controls





Any control system, no matter how well designed and operated, can provide reasonable (not absolute) assurance that its objectives will be met.  Furthermore, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected.

















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Item 4T.  CONTROLS AND PROCEDURES


Evaluation of Disclosure Controls and Procedures


Under the supervision and with the participation of the management of Demeter, at the time this quarterly report was filed, Demeter’s President (Demeter’s principal executive officer) and Chief Financial Officer (Demeter’s principal financial officer) have evaluated the effectiveness of the design and operation of the Partnership’s disclosure controls and procedures (as defined in Rules 13a-15(c) and 15d-15(e) under the Exchange Act) as of March 31, 2010.  The Partnership’s disclosure controls and procedures are designed to provide reasonable assurance that information the Partnership is required to disclose in the reports that the Partnership files or submits under the Exchange Act are recorded, processed and summarized and reported within the time period specified in the applicable rules and forms.  Based on this evaluation, the President and Chief Financial Officer of Demeter have concluded that the disclosure controls and procedures of the Partnership were effective at March 31, 2010.
































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PART II.  OTHER INFORMATION





Item 1A.
RISK FACTORS





There have been no material changes from the risk factors previously referenced in the Partnership’s Report on Form 10-K for the fiscal year ended December 31, 2009.








Item 6.
EXHIBITS





31.01
Certification of President of Demeter Management LLC, 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 LLC, 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 LLC, 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 LLC, 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.



























































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SIGNATURE











Pursuant to the requirements 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 Smith Barney Charter Graham L.P.(Registrant)By:
Demeter Management LLC(General Partner)May 13, 2010
By:
/s/Christian AngstadtChristian AngstadtChief Financial Officer














The General Partner which signed the above is the only party authorized to act for the registrant.  The registrant has no principal executive officer, principal financial officer, controller, or principal accounting officer and has no Board of Directors.






























































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