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 September 30, 2009 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: 0-25605





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





Delaware
            
            13-4018065(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





Morgan
Stanley Charter WCM L.P.


(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 WNT L.P.


(formerly,
Morgan Stanley Charter WCM L.P.)


INDEX TO QUARTERLY REPORT ON
FORM 10-Q





September 30,
2009











PART I. FINANCIAL
    INFORMATIONItem
      1.
            Financial
      Statements (Unaudited)Statements
      of Financial Condition as of September 30, 2009 and December 31, 2008
            2Statements
      of Operations for the Three and Nine Months Ended September 30, 2009 and
      2008
            3Statements
      of Changes in Partners’ Capital for the Nine Months Ended September 30,
      2009 and 2008
            4Statements
      of Cash Flows for the Nine Months Ended September 30, 2009 and 2008
            5Condensed
      Schedules of Investments as of September 30, 2009 and December 31,
      2008
            6Notes
      to Financial Statements
            7-20Item
      2.
            Management’s
      Discussion and Analysis of Financial Condition and Results of
      Operations
            21-31Item
      3.
            Quantitative
      and Qualitative Disclosures About Market Risk
            31-42Item
      4.
            Controls
      and Procedures
            42-43Item
      4T.
            Controls
      and Procedures
            43PART II. OTHER INFORMATIONItem
      1A.
            Risk
      Factors
            44Item
      6.
            Exhibits
            44











PART I.  FINANCIAL
INFORMATION


Item
1.  Financial
Statements





MORGAN
STANLEY SMITH BARNEY CHARTER WNT L.P.


(formerly,
Morgan Stanley Charter WCM L.P.)


STATEMENTS
OF FINANCIAL CONDITION


(Unaudited)


September
      30,
            
            December
      31,2009
            
            2008ASSETS
            $
            
            $Trading
      Equity:Unrestricted
      cash
            89,435,298
            
            134,831,012Restricted
      cash
            5,015,211
            
            3,635,855Total
      cash
            94,450,509
            
            138,466,867Net
      unrealized gain on open contracts (MS&Co.)
            3,023,394
            
            1,871,358Net
      unrealized gain (loss) on open contracts (MSIP)
            (95,302)
            
            532,724Total
      net unrealized gain on open contracts
            2,928,092
            
            2,404,082Options
      purchased (premiums paid $3,575 and $0, respectively)
            2,313
            
            –Total
      Trading Equity
            97,380,914
            
            140,870,949Interest
      receivable (MS&Co.)
            3,022
            
            17,334Total
      Assets
            97,383,936
            
            140,888,283LIABILITIES
      AND PARTNERS’ CAPITALLiabilitiesRedemptions
      payable
            578,829
            
            5,235,101Accrued
      brokerage fees (MS&Co.)
            474,707
            
            687,015Accrued
      management fees
            158,235
            
            229,005Options
      written (premiums received $8,275 and $0, respectively)
            6,625
            
            –Accrued
      incentive fee
            –
            
            242,980Total
      Liabilities
            1,218,396
            
            6,394,101Partners’
      CapitalLimited
      Partners (8,248,563.641 and 10,227,801.856 Units,
      respectively)
            95,198,868
            
            133,141,833General
      Partner (83,757.857 and 103,885.857 Units, respectively)
            966,672
            
            1,352,349Total
      Partners’ Capital
            96,165,540
            
            134,494,182Total
      Liabilities and Partners’ Capital
            97,383,936
            
            140,888,283NET
      ASSET VALUE PER UNIT
            11.54
            
            13.02








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





- 2
-





MORGAN
STANLEY SMITH BARNEY CHARTER WNT L.P.


(formerly,
Morgan Stanley Charter WCM L.P.)


STATEMENTS
OF OPERATIONS


(Unaudited)


For
      the Three Months
              Ended September 30,
            
            For
      the Nine Months
              Ended September 30,2009
            
            2008
            
            2009
            
            2008$
            
            $
            
            $
            
            $INVESTMENT
      INCOMEInterest
      income (MS&Co.)
            23,417
            
            461,464
            
            102,726
            
            1,388,250EXPENSESBrokerage
      fees (MS&Co.)
            1,448,241
            
            1,905,764
            
            4,972,250
            
            4,967,683Management
      fees
            482,749
            
            635,254
            
            1,657,417
            
            1,655,895Incentive
      fees
            –
            
            –
            
            117,189
            
            2,835,080Total
      Expenses
            1,930,990
            
            2,541,018
            
            6,746,856
            
            9,458,658NET
      INVESTMENT LOSS
            (1,907,573)
            
            (2,079,554)
            
            (6,644,130)
            
            (8,070,408)TRADING
      RESULTSTrading
      profit (loss):Realized
            (1,579,238)
            
            (4,720,290)
            
            (7,060,227)
            
            10,856,546Net
      change in unrealized
            2,782,217
            
            (4,798,030)
            
            524,398
            
            (1,050,632)Total
      Trading Results
            1,202,979
            
            (9,518,320)
            
            (6,535,829)
            
            9,805,914NET
      INCOME (LOSS)
            (704,594)
            
            (11,597,874)
            
            (13,179,959)
            
            1,735,506NET
      INCOME (LOSS) ALLOCATIONLimited
      Partners
            (697,748)
            
            (11,471,880)
            
            (13,047,358)
            
            1,714,932General
      Partner
            (6,846)
            
            (125,994)
            
            (132,601)
            
            20,574NET
      INCOME (LOSS) PER UNITLimited
      Partners
            (0.08)
            
            (1.14)
            
            (1.47)
            
            0.46General
      Partner
            (0.08)
            
            (1.14)
            
            (1.47)
            
            0.46Units
            
            Units
            
            Units
            
            UnitsWEIGHTED
      AVERAGE NUMBEROF
      UNITS OUTSTANDING
            8,414,248.855
            
            10,499,963.185
            
            8,941,574.713
            
            9,283,375.584





























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





– 3
–





MORGAN
STANLEY SMITH BARNEY CHARTER WNT L.P.


(formerly,
Morgan Stanley Charter WCM L.P.)


STATEMENTS
OF CHANGES IN PARTNERS’ CAPITAL


For the
Nine Months Ended September 30, 2009 and 2008


(Unaudited)











Units
      ofPartnership
            
            Limited
            
            GeneralInterest
            
            Partners
            
            Partner
            
            Total$
            
            $
            
            $Partners’
      Capital,December
      31, 2007
            7,433,631.762
            
            82,918,267
            
            883,669
            
            83,801,936Offering
      of Units
            4,015,973.907
            
            48,487,733
            
            460,000
            
            48,947,733Net
      Income
            –
            
            1,714,932
            
            20,574
            
            1,735,506Redemptions
            (595,547.349)
            
            (7,204,400)
            
            –
            
            (7,204,400)Partners’
      Capital,September
      30, 2008
            10,854,058.320
            
            125,916,532
            
            1,364,243
            
            127,280,775Partners’
      Capital,December
      31, 2008
            10,331,687.713
            
            133,141,833
            
            1,352,349
            
            134,494,182Net
      Loss
            –
            
            (13,047,358)
            
            (132,601)
            
            (13,179,959)Redemptions
            (1,999,366.215)
            
            (24,895,607)
            
            (253,076)
            
            (25,148,683)Partners’
      Capital,September
      30, 2009
            8,332,321.498
            
            95,198,868
            
            966,672
            
            96,165,540





















































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





- 4
-





MORGAN
STANLEY SMITH BARNEY CHARTER WNT L.P.


(formerly,
Morgan Stanley Charter WCM L.P.)


STATEMENTS
OF CASH FLOWS


(Unaudited)





For the Nine Months Ended September
      30,2009
            
            2008$
            
            $CASH
      FLOWS FROM OPERATING ACTIVITIESNet
      income (loss)
            (13,179,959)
            
            1,735,506Noncash
      item included in net income (loss):Net
      change in unrealized
            (524,398)
            
            1,050,632(Increase)
      decrease in operating assets:Restricted
      cash
            (1,379,356)
            
            1,374,455Net
      premiums paid for options purchased
            (3,575)
            
            –Interest
      receivable (MS&Co.)
            14,312
            
            104,456Increase
      (decrease) in operating liabilities:Accrued
      brokerage fees (MS&Co.)
            (212,308)
            
            227,034Accrued
      management fees
            (70,770)
            
            75,678Net
      premiums received from options written
            8,275
            
            –Accrued
      incentive fee
            (242,980)
            
            –Net
      cash provided by (used for) operating activities
            (15,590,759)
            
            4,567,761CASH
      FLOWS FROM FINANCING ACTIVITIESCash
      received from offering of Units
            –
            
            50,629,209Cash
      paid for redemptions of Units
            (29,804,955)
            
            (6,664,510)Net
      cash provided by (used for) financing activities
            (29,804,955)
            
            43,964,699Net
      increase (decrease) in unrestricted cash
            (45,395,714)
            
            48,532,460Unrestricted
      cash at beginning of period
            134,831,012
            
            72,376,602Unrestricted
      cash at end of period
            89,435,298
            
            120,909,062












































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





- 5
-





MORGAN
STANLEY SMITH BARNEY CHARTER WNT L.P.


(formerly,
Morgan Stanley Charter WCM L.P.)


CONDENSED
SCHEDULES OF INVESTMENTS


September
30, 2009 and December 31, 2008 (Unaudited)





Futures and Forward
    Contracts
            Long
      Unrealized
              Gain
            Percentage
      of
              Net Assets
            Short  Unrealized
              Gain/(Loss)
            Percentage
      of
              Net Assets
            Net
      Unrealized
              Gain$
            %
            $
            %
            $September
      30, 2009, Partnership Net Assets: $96,165,540Commodity
            310,553
            0.32
            (139,302)
            (0.15)
            171,251Equity
            57,928
            0.06
            6,851
            0.01
            64,779Foreign
      currency
            1,180,345
            1.23
            (11,725)
            (0.01)
            1,168,620Interest
      rate
            1,515,407
            1.57
            6,743
            0.01
            1,522,150Grand
      Total:
            3,064,233
            3.18
            (137,433)
            (0.14)
            2,926,800Unrealized
      Currency Gain
            
            
            
            –
            1,292Total
      Net Unrealized Gain on Open Contracts
            
            
            
            
            2,928,092Option Contracts
            Fair Value
            Percentage
      of
              Net Assets$
            %Options
      purchased on Futures Contracts
            2,313
            –Options
      purchased on Forward Contracts
            –
            –Options
      written on Futures Contracts
            (6,625)
            –Options
      written on Forward Contracts
            –
            –Long
      Unrealized
              Gain
            Percentage
      of
              Net Assets
            Short  Unrealized
              Loss
            Percentage
      of
              Net Assets
            Net
      Unrealized
              Gain/(Loss)$
            %
            $
            %
            $December
      31, 2008, Partnership Net Assets: $134,494,182Commodity
            384,008
            0.28
            (477,406)
            (0.35)
            (93,398)Equity
            960
            –
            (52,288)
            (0.04)
            (51,328)Foreign
      currency
            230,423
            0.17
            (713,189)
            (0.53)
            (482,766)Interest
      rate
            2,943,278
            2.19
            (3,840)
            –
            2,939,438Grand
      Total:
            3,558,669
            2.64
            (1,246,723)
            (0.92)
            2,311,946Unrealized
      Currency Gain
            
            
            
            0.07
            92,136Total
      Net Unrealized Gain on Open Contracts
            
            
            
            
            2,404,082





























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





- 6
-





MORGAN
STANLEY SMITH BARNEY CHARTER WNT L.P.


(formerly,
Morgan Stanley Charter WCM L.P.)


NOTES TO FINANCIAL
STATEMENTS





September
30, 2009





(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 WNT
L.P. (formerly, Morgan Stanley Charter WCM 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, 2008.





1.  Organization


Morgan
Stanley Smith Barney Charter WNT L.P. (formerly, Morgan Stanley Charter WCM
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 Graham L.P., Morgan Stanley Smith Barney Charter
Aspect L.P., and Morgan Stanley Smith Barney Charter Campbell L.P.
(collectively, the "Charter Series").





Effective
September 29, 2009, Demeter Management LLC (“Demeter”), the general partner of
the Partnership, changed the name of Morgan Stanley Charter WCM L.P. to Morgan
Stanley Smith Barney Charter WNT L.P.





- 7
-





MORGAN
STANLEY SMITH BARNEY CHARTER WNT L.P.


(formerly,
Morgan Stanley Charter WCM L.P.)


NOTES TO FINANCIAL
STATEMENTS (CONTINUED)





The
Partnership may buy or write put and call options through listed exchanges and
the over-the-counter market.  The buyer of an option has the right to
purchase (in the case of a call option) or sell (in the case of a put option) a
specified quantity of a specific Futures Interest or underlying asset at a
specified price prior to or on a specified expiration date.  The
writer of an option is exposed to the risk of loss if the market price of the
Futures Interest on the underlying asset declines (in the case of a put option)
or increases (in the case of a call option).  The writer of an option
can never profit by more than the premium paid by the buyer but can lose an
unlimited amount.





Premiums
received/premiums paid from writing/purchasing options are recorded as
liabilities/assets on the Statements of Financial Condition and are subsequently
adjusted to fair values.  The difference between the fair value of the
option and the premiums received/premiums paid is treated as an unrealized gain
or loss.





The
Partnership’s general partner is 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. Winton Capital Management Limited
(the “Trading Advisor”) is the trading advisor to the Partnership.








- 8
–





MORGAN
STANLEY SMITH BARNEY CHARTER WNT L.P.


(formerly,
Morgan Stanley Charter WCM L.P.)


NOTES TO FINANCIAL
STATEMENTS (CONTINUED)





On July
1, 2009, the Financial Accounting Standards Board (“FASB”) issued Statement of
Financial Accounting Standards (“SFAS”) No. 168, The FASB Accounting Standards
Codification and the Hierarchy of Generally Accepted Accounting Principles(“GAAP”),also known as FASB
Accounting Standards Codification (“ASC”) 105-10, Generally Accepted Accounting
Principles (“ASC 105-10” or the “Codification”).  ASC 105-10
established the exclusive authoritative reference for U.S. GAAP for use in
financial statements except for Securities and Exchange Commission (“SEC”) rules
and interpretive releases, which are also authoritative GAAP for SEC
registrants.  The Codification supersedes all existing non-SEC
accounting and reporting standards.  The Codification became the
single source of authoritative accounting principles generally accepted in the
United States and is effective for financial statements issued for interim and
annual periods ending after September 15, 2009.





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.











- 9
-





MORGAN
STANLEY SMITH BARNEY CHARTER WNT L.P.


(formerly,
Morgan Stanley Charter WCM 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.





ASC
740-10, Income Taxes
(which incorporates former FASB No. 109 and FASB Interpretation No. 48, Income Taxes), clarifies the
accounting for uncertainty in income taxes recognized in a 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 2005 through 2008 tax years
generally 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 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 change in unrealized trading profit (loss)
on open contracts from one period to the next on the Statements of
Operations.  The fair value of exchange-traded futures, options and
forwards contracts is determined by the various futures exchanges, and reflects
the settlement price for each contract as of the close of








- 10
-





MORGAN
STANLEY SMITH BARNEY CHARTER WNT L.P.


(formerly,
Morgan Stanley Charter WCM L.P.)


NOTES TO FINANCIAL
STATEMENTS (CONTINUED)








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.





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





The
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 ASC 815-10-15, Derivative and Hedging
(formerly, SFAS No. 133, Accounting for Derivative
Instruments and Hedging Activities).  A derivative is defined
as a financial instrument or other contract that has all three of the following
characteristics:








- 11
-





MORGAN
STANLEY SMITH BARNEY CHARTER WNT L.P.


(formerly,
Morgan Stanley Charter WCM L.P.)


NOTES TO FINANCIAL
STATEMENTS (CONTINUED)








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


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


3)
            Terms
      require or permit net settlement.





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





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$
            $
            $Sep.
      30, 2009
            2,928,092
            -
            2,928,092
            Dec.
      2011
            -Dec.
      31, 2008
            2,404,082
            -
            2,404,082
            Jun.
      2010
            -








The
Partnership has credit risk associated with counterparty
non-performance.  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.























- 12
-





MORGAN
STANLEY SMITH BARNEY CHARTER WNT L.P.


(formerly,
Morgan Stanley Charter WCM L.P.)


NOTES TO FINANCIAL
STATEMENTS (CONTINUED)





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 options contracts, which funds, in
the aggregate, totaled $97,378,601 and $140,870,949  at September 30,
2009 and December 31, 2008, respectively.  With respect to the
Partnership’s off-exchange-traded forward currency options contracts, there are
no daily settlements of variation in value, nor is there any requirement that an
amount equal to the net unrealized gains (losses) on such contracts be
segregated.  However, 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

















- 13
-





MORGAN
STANLEY SMITH BARNEY CHARTER WNT L.P.


(formerly,
Morgan Stanley Charter WCM L.P.)


NOTES TO FINANCIAL
STATEMENTS (CONTINUED)





Partnership’s
and MS&Co.’s exposure on off-exchange-traded forward currency contracts
including options on such contracts, should materially decrease the
Partnership’s credit risk in the event of MS&Co.’s bankruptcy or
insolvency.





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 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.





5.  Derivative and
Hedging


ASC
815-10-65, Derivative and
Hedging(formerly, SFAS No. 161, Disclosures about Derivative
Instruments and Hedging Activities - an amendment of SFAS No.
133), which was issued in March 2008, is intended to improve financial
reporting about derivative instruments and hedging activities by requiring
enhanced





- 14
-





MORGAN
STANLEY SMITH BARNEY CHARTER WNT L.P.


(formerly,
Morgan Stanley Charter WCM L.P.)


NOTES TO FINANCIAL
STATEMENTS (CONTINUED)











disclosures
to enable investors to better understand how those instruments and activities
are accounted for; how and why they are used; and their effects on a
Partnership’s financial position, financial performance, and cash
flows.  ASC 815-10-65 is effective as of January 1, 2009, for the
Partnership.








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








The
following table summarizes the valuation of the Partnership’s investments as
required by ASC 815-10-65 as of September 30, 2009 and reflects the contracts
outstanding at such time.





The
Effect of Trading Activities on the Statements of Financial Condition as of
September 30, 2009:


Futures and Forward
    Contracts
            Long
      Unrealized
              Gain
            Long
      Unrealized
              Loss
            Short
      Unrealized
              Gain
            Short
      Unrealized
              Loss
            Net   Unrealized
              Gain/(Loss)
            Total
      number of outstanding
              contracts
              (absolute quantity)$
            $
            $
            $
            $Commodity
            467,620
            (157,067)
            121,561
            (260,863)
            171,251
            443Equity
            87,228
            (29,300)
            8,501
            (1,650)
            64,779
            370Foreign
      currency
            1,215,358
            (35,013)
            –
            (11,725)
            1,168,620
            534Interest
      rate
            1,518,643
            (3,236)
            6,934
            (191)
            1,522,150
            1,896Total
            3,288,849
            (224,616)
            136,996
            (274,429)
            2,926,800Unrealized
      currency gain
            
            
            
            
            1,292Total
      net unrealized gain on open contracts
            
            
            
            
            2,928,092





Option
      Contracts at Fair ValueOptions
      purchased
            $2,313Options
      written
            $(6,625)





- 15
-





MORGAN
STANLEY SMITH BARNEY CHARTER WNT L.P.


(formerly,
Morgan Stanley Charter WCM L.P.)


NOTES TO FINANCIAL
STATEMENTS (CONTINUED)





The
following tables summarize the net trading results of the Partnership during the
three and nine month periods as required by the disclosures about Derivative and
Hedging Topics of ASC 815-10-65.





The Effect of Trading Activities
on the Statements of Operations for the Three and Nine Months Ended September
30, 2009, included in Total Trading Results:


For
      the Three Months
            For
      the Nine MonthsEnded September 30,
      2009
            Ended September 30,
      2009Type of Instrument
            $
            $Commodity
            (347,288)
            (1,355,717)Equity
            (1,497,609)
            (2,405,552)Foreign
      currency
            1,335,988
            (1,417,687)Interest
      rate
            1,704,933
            (1,266,029)Unrealized
      currency gain (loss)
            6,955
            (90,844)Total
            1,202,979
            (6,535,829)





Line
Items on the Statements of Operations for the Three and Nine Months Ended
September 30, 2009:


For
      the Three Months
            For
      the Nine MonthsEnded September 30, 2009
            Ended September 30, 2009Trading Results
            $
            $Realized
            (1,579,238)
            (7,060,227)Net
      change in unrealized
            2,782,217
            524,398Total
      Trading Results
            1,202,979
            (6,535,829)











6. Fair Value Measurements and
Disclosures


As
defined by ASC 820-10-55 , Fair Value Measurements and
Disclosures (formerly, SFAS No. 157, Fair Value Measurements),
fair value is the amount that would be recovered when an asset is sold or an
amount paid to transfer a liability, in an ordinary transaction, between market
participants at the measurement date (exit price).  Market price
observability is impacted by a number of factors, including the types of
investments, the characteristics specific to the investment, and the state of
the market (including the existence and the transparency of transactions between
market participants).  Investments with readily available actively
quoted prices in an ordinary market will generally have a higher degree of
market price observability and a lesser degree of judgment used in measuring
fair value.


- 16
-





MORGAN
STANLEY SMITH BARNEY CHARTER WNT L.P.


(formerly,
Morgan Stanley Charter WCM L.P.)


NOTES TO FINANCIAL
STATEMENTS (CONTINUED)





ASC
820-10-55 requires use of a fair value hierarchy that prioritizes the inputs to
valuation techniques used to measure fair value into three levels: Level 1 -
unadjusted quoted market prices in active markets for identical assets and
liabilities; Level 2 - inputs other than unadjusted quoted market prices that
are observable for the asset or liability, either directly or indirectly
(including quoted prices for similar investments, interest rates, credit risk);
and Level 3 - unobservable inputs for the asset or liability (including the
Partnership’s own assumptions used in determining the fair value of
investments).





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





The
following tables summarize the valuation of the Partnership’s investments by the
above ASC 820-10-55 fair value hierarchy as of September 30, 2009 and December
31, 2008:





September 30,
2009


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 open contracts
            2,928,092
            –
            n/a
            
            2,928,092Options
      purchased
            2,313
            –
            n/a
            
            2,313LiabilitiesOptions
      written
            6,625
            –
            n/a
            
            6,625





- 17
-





MORGAN
STANLEY SMITH BARNEY CHARTER WNT L.P.


(formerly,
Morgan Stanley Charter WCM L.P.)


NOTES TO FINANCIAL
STATEMENTS (CONTINUED)





December 31,
2008


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 open contracts
            2,404,082
            –
            n/a
            
            2,404,082





7.  Recent Accounting
Pronouncements


(a)  Fair Value
Measurements


ASC
820-10-65, Fair Value
Measurements(formerly, FASB staff position (“FSP”) SFAS No. 157-4, Determining Fair Value When the
Volume and Level of Activity for the Asset or Liability Have Significantly
Decreased and Identifying Transactions That Are Not Orderly),was issued
in April 2009.  ASC 820-10-65provides additional
guidance 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.  ASC 820-10-65 is effective
for the interim and annual periods ending after June 15, 2009.  The
adoption of ASC 820-10-65 did not have a material impact on the Partnership’s
financial statements.




















- 18
-





MORGAN
STANLEY SMITH BARNEY CHARTER WNT L.P.


(formerly,
Morgan Stanley Charter WCM L.P.)


NOTES TO FINANCIAL
STATEMENTS (CONTINUED)








(b)  Financial
Instruments


ASC
825-10-65, Financial
Instruments (formerly, FSP SFAS No. 107-1 and Accounting Principals Board
No. 28-1, Interim Disclosures
About Fair Value of Financial Instruments),wasissued in April
2009.  ASC 825-10-65requires 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.  ASC 825-10-65 is effective for the interim and
annual periods ending after June 15, 2009.  The adoption of ASC
825-10-65 did not have a material impact on the Partnership’s financial
statements.





(c)  Subsequent
Events


The
Partnership adopted ASC 855-10, Subsequent Events (formerly,
SFAS No. 165, Subsequent
Events), which was issued in May 2009.  ASC 855-10 establishes
general standards of accounting for and disclosure of events that occur after
the balance sheet date but before financial statements are issued or are
available to be issued.  It requires the disclosure of the date
through which an entity has evaluated subsequent events and the basis for that
date; that is, whether that date represents the date the financial statements
were issued or were available to be issued.  ASC 855-10 is effective
for the interim and annual periods ending after June 15,
2009.  Management has performed its evaluation of subsequent events
through November 12, 2009, the date these financial statements were issued, and
has determined that there were no subsequent events requiring adjustment or
disclosure in the financial statements.














- 19
-





MORGAN
STANLEY SMITH BARNEY CHARTER WNT L.P.


(formerly,
Morgan Stanley Charter WCM L.P.)


NOTES TO FINANCIAL
STATEMENTS (CONCLUDED)











8.  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.































































































- 20
-





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
fluctuations limits" or "daily limits".  Trades may not be executed at
prices beyond the daily limit.  If the price for a particular futures
or options contract has increased or decreased by an amount equal to the daily
limit, positions in that futures or options contract can neither be taken nor
liquidated unless traders are willing to effect trades at or within the limit.
Futures prices have occasionally moved the daily limit for several consecutive
days with little or no trading.  These market conditions could prevent
the Partnership from promptly liquidating its futures or options contracts and
result in restrictions on redemptions.





There is
no limitation on daily price movements 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.





- 21
-





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.





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 and nine month periods
ended September 30, 2009 and 2008, and a general discussion of its trading
activities during each period.  It is important to note, however, that
the Trading Advisor trades in various markets at different times and that prior
activity in a particular market does not








- 22
-





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


























- 23
-





For the Three and Nine
Months Ended September 30, 2009


The
Partnership recorded total trading results including interest income totaling
$1,226,396 and expenses totaling $1,930,990, resulting in a net loss of $704,594
for the three months ended September 30, 2009.  The Partnership’s net
asset value per Unit decreased from $11.62 at June 30, 2009 to $11.54 at
September 30, 2009.





The most
significant trading losses of approximately 1.5% were incurred within the global
stock index sector, primarily during July and August, from short positions in
U.S., European, and Pacific Rim equity index futures as prices increased due to
positive economic data and increased merger and acquisition activity in the
technology sector.  Within the energy markets, losses of approximately
0.6% were experienced throughout a majority of the quarter from both long and
short futures positions in crude oil and its related products as prices moved
without consistent direction amid conflicting data regarding supply and
demand.  A portion of the Partnership’s losses for the quarter was
offset by gains of approximately 1.8% recorded within the global interest rate
sector, primarily during August and September, from long positions in U.S.,
European, and Japanese fixed-income futures as prices moved higher on investor
sentiment that the slow pace of the global economic recovery and signs of
moderate inflation might lead central banks in these regions to maintain low
interest rates in the near term.  Within the currency sector, gains of
approximately 1.4% were experienced primarily during July and September from
long positions in the Australian dollar, New Zealand dollar, and euro versus the
U.S. dollar as the value of the U.S. dollar moved lower against these currencies
on speculation that the U.S. Federal Reserve might keep borrowing rates low
after the U.S. central bank indicated that it remained














- 24
-





committed
to its quantitative easing program.  Meanwhile, the value of the
Australian dollar and New Zealand dollar also moved higher in the wake of
stronger gold prices.  Additional gains of approximately 0.3% were
recorded in the metals markets, primarily during August and September, from long
futures positions in gold and silver as prices rose amid a decline in the value
of the U.S. dollar.  Smaller gains were experienced from long
positions in copper futures as prices increased during August following news
that Chinese manufacturing jumped in July, thereby spurring speculation that
demand for base metals might strengthen.





The
Partnership recorded total trading results including interest income totaling
$(6,433,103) and expenses totaling $6,746,856, resulting in a net loss of
$13,179,959 for the nine months ended September 30, 2009.  The
Partnership’s net asset value per Unit decreased from $13.02 at December 31,
2008 to $11.54 at September 30, 2009.





The most
significant trading losses of approximately 2.5% were incurred within the global
stock index sector, primarily during March, April, May, July, and August, from
short positions in U.S., European, and Pacific Rim equity index futures as
prices rose during the first half of the year on speculation that government
programs might revive economic growth.  Global equity prices were
pressured higher during July and August due to positive economic data and
increased merger and acquisition activity in the technology
sector.  Within the energy markets, losses of approximately 1.2% were
recorded primarily during May, June, and July from short futures positions in
crude oil and its related products as prices increased amid better-than-expected
quarterly earnings reports and positive economic data, which spurred optimism
that energy demand might rebound.  Additional losses were experienced
during August from newly established long futures positions in crude oil and its
related


- 25
-





products
as prices reversed lower towards the end of the month due to above-average U.S.
stockpiles.  Lastly, during September, both long and short futures
positions in crude oil and its related products resulted in losses as prices
moved without consistent direction amid conflicting data regarding supply and
demand.  Within the currency sector, losses of approximately 1.1% were
incurred primarily during February, March, April, May, and
August.  During February, losses were recorded from long positions in
the Japanese yen versus the U.S. dollar as the value of the Japanese yen
reversed lower against most of its rivals amid speculation that the Bank of
Japan might intervene to weaken the currency, as well as news that Japan’s trade
deficit substantially increased in January.  Additional losses were
experienced during March, April, and May from short positions in the Canadian
dollar and British pound versus the U.S. dollar as the value of the U.S. dollar
moved lower against most of its rivals after improving global economic data
reduced demand for the U.S. dollar as a “safe haven”
currency.  Further losses were incurred during August from long
positions in the British pound versus the U.S. dollar as the value of the
British pound declined relative to the U.S. dollar after government reports
showed the British economy contracted for a fifth consecutive
quarter.  Within the global interest rate sector, losses of
approximately 1.0% were recorded primarily during January, April, and
June.  During January, losses were experienced from long positions in
U.S. and German fixed-income futures as prices declined following news that debt
sales might increase as governments around the world boosted spending in an
effort to ease the deepening economic slump.  Additionally, prices
moved lower in April and June after a pledge from G-20 leaders to support the
global economy and better-than-expected economic data reduced demand for the
relative “safety” of government bonds.  Further losses were incurred
from short positions in Japanese fixed-income











- 26
-





futures
as prices increased during June after the Bank of Japan indicated that it
remained cautious about the Japanese economy.  Within the metals
markets, losses of approximately 0.9% were recorded primarily during the first
six months of the year from short futures positions in copper, nickel, and zinc
as prices rose amid speculation that economic stimulus plans in the U.S. and
China might help boost demand for base metals.  Prices continued to
rise in July following news that China’s economy expanded during the second
quarter of 2009.  Elsewhere in the metals complex, short positions in
silver futures resulted in losses as prices increased during February after
uncertainty regarding the future direction of the global economy spurred demand
for precious metals as a “safe haven”.  A portion of the Partnership’s
losses for the first nine months of the year was offset by gains of
approximately 0.7% experienced within the agricultural sector, primarily during
January, February, June, and August, from short futures positions in wheat and
corn as prices declined during the first quarter amid speculation that a global
economic recession might further erode demand for food and
biofuels.  Prices also moved lower during June and August amid
larger-than-expected supplies and favorable weather forecasts in the U.S.
Midwest.





For the Three and Nine
Months Ended September 30, 2008


The
Partnership recorded total trading results including interest income totaling
$(9,056,856) and expenses totaling $2,541,018, resulting in a net loss of
$11,597,874 for the three months ended September 30, 2008.  The
Partnership’s net asset value per Unit decreased from $12.87 at June 30, 2008,
to $11.73 at September 30, 2008.





The most
significant trading losses of approximately 4.6% were incurred within the energy
markets throughout the majority of the quarter from long futures positions in
crude oil and its related products as prices reversed





- 27
-





lower
amid signs that the U.S. economic slump might extend into 2009 and curb future
energy demand.  Meanwhile, long positions in natural gas futures
resulted in losses as prices sharply decreased in July amid rising inventories
and news that the Atlantic hurricane season's first storm had avoided the
gas-producing fields in the Gulf of Mexico.  Within the agricultural
sector, losses of approximately 3.2% were recorded throughout most of the
quarter from long futures positions in the soybean complex and corn as prices
declined on news that favorable weather might improve crop conditions in the
U.S. Midwest.  Prices also moved lower amid speculation that a slowing
U.S. economy would reduce demand for alternative biofuels.  Elsewhere,
long positions in cocoa futures resulted in additional losses during July as
prices decreased following news of a rise in exports from the Ivory Coast, the
world’s largest cocoa producer.  Within the currency sector, losses of
approximately 3.0% were experienced, primarily during August and September, from
long positions in the euro, Australian dollar, and Swiss franc versus the U.S.
dollar as the value of the U.S. dollar reversed higher against most of its
rivals.  Such losses were recorded during August after the U.S.
Commerce Department reported a larger-than-previously-estimated increase in
Gross Domestic Product during the second quarter.  The U.S. dollar
then moved sharply higher against these currencies during September in tandem
with surging U.S. Treasury prices amid a worldwide “flight-to-quality” due to
fears of an intense credit crunch and subsequent global
recession.  Meanwhile, losses were incurred from long positions in the
euro versus the Japanese yen as the value of the euro decreased relative to the
Japanese yen in August after the European Central Bank left its benchmark
interest rate unchanged.  Additional losses of approximately 1.0% were
recorded within the metals markets, primarily during July and August, from long
futures positions in gold and silver as prices dropped due to a rise in the
value of the U.S. dollar.  Smaller losses were experienced from long
positions in copper and aluminum futures as prices declined during July and
August on concerns that turmoil in the financial markets would
further





- 28
-





weaken
the global economy and erode demand for base metals.  A portion of the
Partnership’s losses for the quarter was offset by gains of approximately 3.0%
recorded within the global stock index sector, primarily during September, from
short positions in U.S., European, and Pacific Rim equity index futures as
equity prices moved sharply lower amid unprecedented U.S. financial market
turmoil following news of the collapse of a major U.S. investment bank and the
government rescue of a U.S. insurance giant.  Furthermore, global
equity markets plunged after the U.S. House of Representatives rejected the
Economic Stabilization Act of 2008, which would have allowed the U.S. Treasury
to purchase troubled mortgage-backed securities from U.S. financial
institutions.  Additional gains of approximately 1.5% were experienced
within the global interest rate sector, primarily during August and September,
from long positions in U.S., Australian, Japanese, and German fixed-income
futures as prices increased amid a worldwide “flight-to-quality” due to the
aforementioned drop in the global equity markets and worries regarding the
fundamental health of the U.S. financial system.





The
Partnership recorded total trading results including interest income totaling
$11,194,164 and expenses totaling $9,458,658, resulting in net income of
$1,735,506 for the nine months ended September 30, 2008.  The
Partnership’s net asset value per Unit increased from $11.27 at December 31,
2007, to $11.73 at September 30, 2008.





The most
significant trading gains of approximately 4.3% were recorded within the global
interest rate sector, primarily during January, February, August, and September,
from long positions in U.S., European, and Australian fixed-income futures as
prices increased in a worldwide “flight-to-quality” due to a decline in the
global equity markets throughout most of the year.  Additionally, U.S.
fixed-income futures prices moved





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higher as
the U.S. Federal Reserve cut interest rates by 200 basis points throughout the
first quarter and the U.S. government reports showed a rise in unemployment and
slower-than-expected Gross Domestic Product growth during the fourth quarter of
2007.  Within the global stock index sector, gains of approximately
2.9% were experienced from short positions in U.S., European, and Pacific Rim
equity index futures as equity prices decreased during February, March, and June
on concerns that a persistent U.S. housing slump, mounting losses linked to U.S.
sub-prime mortgage investments, rising commodity prices, and a weakening job
market would restrain consumer spending, erode corporate earnings, and curb
global economic growth.  Additional gains were experienced in
September from short positions in global stock index futures as prices dropped
sharply amid unprecedented U.S. financial market
turmoil.  Furthermore, global equity markets plunged after the U.S.
House of Representatives rejected the Economic Stabilization Act of 2008, which
would have allowed the U.S. Treasury to purchase troubled mortgage-backed
securities from U.S. financial institutions.  Within the energy
markets, gains of approximately 1.8% were recorded, primarily during the first
and second quarters from long futures positions in crude oil and its related
products as prices moved higher due to speculation that OPEC would cut
production, ongoing geopolitical concerns in the Middle East, growing Asian fuel
consumption, and strong demand for physical commodities as an inflation
hedge.  Prices were also pressured higher during the second quarter
amid news of declining production in Western Canada, a continued decline in U.S.
inventories, and forecasts for an active hurricane season in the
Atlantic.  Within the agricultural sector, gains of approximately 1.2%
were experienced, primarily during January, February, and June, from long
futures positions in corn, soybean oil, and soybeans as prices increased amid
news that global production might drop, rising energy prices might boost demand
for alternative biofuels, and as severe floods in the U.S. Midwest had damaged
crops. Elsewhere, long positions in cocoa futures resulted in gains as prices
rose in June on





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speculation
that crops in the Ivory Coast, the world’s largest producer, were developing
more slowly than anticipated.  Additional gains of approximately 0.8%
were recorded within the currency sector, primarily during January, February,
March, and June, from long positions in the euro, Australian dollar, and Swiss
franc as the value of the U.S. dollar moved lower against these currencies
during the first half of the year amid concerns of a slowing U.S.
economy.  Further gains of approximately 0.7% were experienced within
the metals markets from short positions in nickel and zinc futures as prices
declined during the third quarter on concerns that slowing economic growth would
erode demand for base metals.  Smaller gains were recorded primarily
during January, February, and June from long futures positions in gold as prices
rose due to a sharp drop in the value of the U.S. dollar.





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





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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 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.





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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 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





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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
September 30, 2009 and 2008.  At September 30, 2009 and 2008, the
Partnership’s total capitalization was approximately $96 million and $127
million, respectively.

















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Primary
      Market
            September
      30, 2009
            September
      30, 2008Risk Category
            Value at Risk
            Value at RiskEquity
            (0.94)%
            (0.34)%Currency
            (0.86)
            (0.15)Interest
      Rate
            (0.83)
            (0.37)Commodity
            (0.41)
            (0.15)Aggregate
      Value at Risk
            (1.54)%
            (0.63)%





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 on such contracts, 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.




















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The table
below supplements 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 October 1, 2008 through
September 30, 2009.





Primary Market Risk
Category
            High
            Low
            AverageEquity
            (0.94)%
            (0.05)%
            (0.40)%Currency
            (0.88)
            (0.19)
            (0.58)Interest
      Rate
            (0.83)
            (0.38)
            (0.53)Commodity
            (0.41)
            (0.20)
            (0.28)Aggregate
      Value at Risk
            (1.54)%
            (0.61)%
            (0.90)%





Limitations on Value at Risk
as an Assessment of Market Risk


VaR
models permit estimation of a portfolio’s aggregate market risk exposure,
incorporating a range of varied market risks, reflect risk reduction due to
portfolio diversification or hedging activities, and can cover a wide range of
portfolio assets. However, VaR risk measures should be viewed in light of the
methodology’s limitations, which include, but may not be limited to the
following:


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


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


·
            VaR
      results reflect past market fluctuations applied to current trading
      positions while future risk depends on future
  positions;


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


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·
            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 September 30,
2009 and 2008, and for the four quarter-end reporting periods from October 1,
2008 through September 30, 2009.  VaR is not necessarily
representative of the Partnership’s historic risk, nor should it be used to
predict the Partnership’s future financial performance or its ability to manage
or monitor risk.  There can be no assurance that the Partnership’s
actual losses on a particular day will not exceed the VaR amounts indicated
above or that such losses will not occur more than once in 100 trading
days.





Non-Trading
Risk


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





The
Partnership also maintains a substantial portion of its available assets in cash
at MS&Co.; as of September 30, 2009, such amount was equal to approximately
93% 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.


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-





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





Qualitative Disclosures
Regarding Primary Trading Risk Exposures


The
following qualitative disclosures regarding the Partnership’s market risk
exposures - except for (A) those disclosures that are statements of historical
fact and (B) the descriptions of how the Partnership manages its primary market
risk exposures - constitute forward-looking statements within the meaning of
Section 27A of the Securities Act and Section 21E of the Securities Exchange
Act. The Partnership’s primary market risk exposures, as well as the strategies
used and to be used by Demeter and the Trading Advisor for managing such
exposures, are subject to numerous uncertainties, contingencies and risks, any
one of which could cause the actual results of the Partnership’s risk controls
to differ materially from the objectives of such
strategies.  Government interventions, defaults and expropriations,
illiquid markets, the emergence of dominant fundamental factors, political
upheavals, changes in historical price relationships, an influx of 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.





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





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








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-





The
following were the primary trading risk exposures of the Partnership at
September 30, 2009, 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 September 30, 2009, was to the
global stock index sector, 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 September 30, 2009, the Partnership’s primary market
exposures were to the S&P 500 (U.S.), Euro Stox 50 (Europe), NASDAQ 100
(U.S.), DAX (Germany), FTSE 100 (United Kingdom), Hang Seng (Hong Kong),
H-Shares (Hong Kong), CAC 40 (France), SPI 200 (Australia), Taiwan (Taiwan),
Russell 2000 (U.S.), Dow Jones (U.S.), S&P Midcap (U.S.), IBEX 35 (Spain),
Canadian S&P 60 (Canada), TOPIX (Japan), OMX 30 (Sweden), Singapore Free
(Singapore), S&P Nifty (India), Nikkei 225 (Japan), and AEX (The
Netherlands) 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 September 30, 2009, 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 large number of currencies, including cross-rates - i.e., positions between two
currencies other than the





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U.S.
dollar.  At September 30, 2009, the Partnership’s major exposures were
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
September 30, 2009, was to the global interest rate sector.  Exposure
was primarily spread across the U.S., European, 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 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.


Metals:  At
September 30, 2009, the Partnership had market exposure to the metals
sector.  The Partnership's metals exposure was to fluctuations in the
price of precious metals, such as gold and silver, as well as base metals, such
as copper, nickel, aluminum, zinc, and lead.  Economic forces, supply
and





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demand
inequalities, geopolitical factors, and market expectations influence price
movements in these markets.





Soft Commodities and
Agriculturals.  At September 30, 2009, the Partnership had
market exposure to the markets that comprise these sectors.  Most of
the exposure was to the wheat, corn, soybean oil, cocoa, soybean meal, live
cattle, coffee, sugar, soybean, and lean hog markets.  Supply and
demand inequalities, severe weather disruptions, and market expectations affect
price movements in these markets.





Energy.  At
September 30, 2009, the Partnership had market exposure 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.  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 patterns and supply and demand factors and will likely continue in
this choppy pattern.





Qualitative Disclosures
Regarding Non-Trading Risk Exposure


The
following was the only non-trading risk exposure of the Partnership at September
30, 2009:











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-





Foreign Currency
Balances. The Partnership’s primary foreign currency balances at
September 30, 2009, were in euros, Hong Kong dollars, Australian dollars,
Swedish kronor, New Zealand dollars, Canadian dollars, Singapore dollars,
Japanese yen, British pounds, South African rand, and Swiss
francs.  The Partnership controls the non-trading risk of foreign
currency balances by regularly converting them back into U.S. dollars upon
liquidation of their respective positions.





Qualitative Disclosures
Regarding Means of Managing Risk Exposure


The
Partnership and the Trading Advisor, separately, attempt to manage the risk of
the Partnership’s open positions in essentially the same manner in all market
categories traded. Demeter attempts to manage market exposure by diversifying
the Partnership’s assets among different market sectors through the selection of
a Commodity Trading Advisor and by daily monitoring its
performance.  In addition, the Trading Advisor establishes
diversification guidelines, often set in terms of the maximum margin to be
committed to positions in any one market sector or market-sensitive
instrument.





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








Item
      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.


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-





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 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.








Item
4T.  CONTROLS AND
PROCEDURES


Not
applicable.
















































































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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,
2008.








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.



























































– 44
–



























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 WNT L.P.(Registrant)By:
            Demeter
      Management LLC(General
      Partner)November
      12, 2009
            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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