Morgan Stanley International Fund N-CSRS Certified semi-annual shareholder report (management investment company)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED
MANAGEMENT INVESTMENT COMPANIES

Investment Company Act file number			811-09081
Morgan Stanley International Fund
(Exact name of registrant as specified in charter)
522 Fifth Avenue, New York, New York					10036
(Address of principal executive offices)					(Zip code)
Randy Takian 522 Fifth Avenue, New York, New York 10036
(Name and address of agent for service)
Registrant’s telephone number, including area code:				212-296-6990
Date of fiscal year end:	October 31, 2009
Date of reporting period:		April 30, 2009

Item 1 - Report to Shareholders

INVESTMENT MANAGEMENT

Welcome, Shareholder:

In this report, you'll learn about how your investment in MorganStanley International Fund performed during the semiannual period. We will provide an overview of the market conditions, and discuss some of the factors that affected performance during the reporting period. In addition, this report includes the Fund's financial statements and a list of Fund investments.

This material must be preceded or accompanied by a prospectus for the fund being offered.

Market forecasts provided in this report may not necessarily come to pass. There is no assurance that the Fund will achieve its investment objective. The Fund is subject to market risk, which is the possibility that market values of securities owned by the Fund will decline and, therefore, the value of the Fund's shares may be less than what you paid for them. Accordingly, you can lose money investing in this Fund. Please see the prospectus for more complete information on investment risks.

Fund Report

For the six months ended April 30, 2009

Total Return for the 6 Months Ended April 30, 2009

Class A

Class B

Class C

Class I

Class R

Class W

Morgan Stanley Capital International (MSCI) EAFE Index1

Lipper International Large-Cap Core Funds Index2

–4.95

%

–5.33

%

–5.27

%

–4.82

%

–5.07

%

–4.96

%

–2.64

%

–4.55

%

The performance of the Fund's six share classes varies because each has different expenses. The Fund's total returns assume the reinvestment of all distributions but do not reflect the deduction of any applicable sales charges. Such costs would lower performance. See Performance Summary for standardized performance and benchmark information.

Market Conditions

A global rally in March and April 2009 helped international markets to regain some of their prior losses to finish the six-month period with a -2.64 percent return (as measured by the MSCI EAFE Index). For most of the period, markets continued their downward slide driven by fears of deepening global recession. But in early March, a change in the rate of decline in some economic measures, new interventions announced by the U.S. Treasury and Federal Reserve, and extremely oversold conditions sparked a rally in markets worldwide that continued through April.

Global economic data in the last two months of the period appeared fairly consistent in confirming economic stabilization, or the bottoming of the decline. Purchasing manager index (PMI) surveys have moved higher throughout the developed world, with the U.S.manufacturing PMI bottoming in January, followed by the Eurozone and Japan bottoming in February. As ofApril 2009, the U.S. manufacturing PMI had moved higher for four months in a row, with the new orders index returning to levels last seen before the Lehman Brothers bankruptcy in September 2008. Bottoming consumer sentiment and strengthening International Strategy & Investment company surveys corroborate this improvement, as do U.S. jobless claims, which stayed roughly flat — alb eit at a high 650,000 level — since February. U.S. new and existing home sales also seemed to stabilize for several months, although inventories remained high and home prices were still falling. Again, with light at the end of the tunnel (however dim), we think investors could begin to add risk opportunistically.

China saw a marked improvement in growth, as stimulus gained traction and retail sales remained resilient. Chinese manufacturing PMI improved for six months in a row and reached 53.5 in April (a reading above 50indicates expansion), a level last seen almost a year ago. Attention will soon turn to the second half of the year, however, to see if the upturn can be sustained after the stimulus fades. Hopefully that second-half growth can enjoy the benefit of new construction activity (given recent increases in home sales) and any continued stabilization in developed world end demand.

2

Performance Analysis

All share classes of Morgan Stanley International Fund underperformed the Morgan Stanley Capital International (MSCI) EAFE Index (the "Index") and the Lipper International Large-Cap Core Funds Index for the six months ended April 30, 2009, assuming no deduction of applicable sales charges.

The chief detractors from relative performance during the period included overweight allocations to consumer staples and health care, traditionally defensive sectors (those that have less sensitivity to economic cycles). Defensive sectors declined during the market's rally in March and April. Underweight allocations to the industrials and telecommunication services sectors also dampened relative performance. On a country basis, underweight allocations to Sweden and Denmark were the main areas of relative weakness.

However, an underweight allocation to financials and overweight to information technology benefited relative performance during the period. Overweight allocations to Hong Kong and Singapore further added to relative gains, as did the Fund's emerging markets exposure, primarily in Brazil and China.

There is no guarantee that any sectors mentioned will continue to perform as discussed herein or that securities in such sectors will be held by the Fund in the future.

TOP 10 HOLDINGS as of 04/30/09
Nestle S.A. (Registered Shares)	2.2	%
BP PLC	1.9
Vodafone Group PLC	1.9
Toyota Motor Corp.	1.8
HSBC Holdings PLC (Registered Shares)	1.7
Total S.A.	1.6
BHP Billiton Ltd.	1.5
GlaxoSmithKline PLC	1.5
Roche Holdings AG	1.4
Novartis AG (Registered Shares)	1.4
TOP FIVE COUNTRIES as of 04/30/09
Japan	26.8	%
United Kingdom	21.6
France	9.1
Switzerland	7.7
Germany	4.0

Subject to change daily. Provided for informational purposes only and should not be deemed as a recommendation to buy or sell the securities mentioned above. Top 10 holdings and top five countries are as a percentage of net assets. Morgan Stanley is a full-service securities firm engaged in securities trading and brokerage activities, investment banking, research and analysis, financing and financial advisory services.

3

Investment Strategy

The Fund will normally invest at least 65 percent of its assets in a diversified portfolio of international common stocks and other equity securities. The Fund's "Investment Adviser," Morgan Stanley Investment Advisors Inc., uses a "top-down" approach that emphasizes country and sector selection and weightings over individual stock selection. The Fund may also use derivative instruments as discussed in the Fund's prospectus. These derivative instruments will be counted toward the 65 percent policy discussed above to the extent they have economic characteristics similar to the securities included within that policy.

For More Information About Portfolio Holdings

Each Morgan Stanley fund provides a complete schedule of portfolio holdings in its semiannual and annual reports within 60 days of the end of the fund's second and fourth fiscal quarters. The semiannual reports and the annual reports are filed electronically with the Securities and Exchange Commission (SEC) on Form N-CSRS and Form N-CSR, respectively. Morgan Stanley also delivers the semiannual and annual reports to fund shareholders and makes these reports available on its public web site, www.morganstanley.com. Each Morgan Stanley fund also files a complete schedule of portfolio holdings with the SEC for the fund's first and third fiscal quarters on Form N-Q. Morgan Stanley does not deliver the reports for the first and third fiscal quarters to shareholders, nor are the reports posted to the Morgan Stanley public web site. You may, however, obtain the Form N-Q filings (as well as the Form N-CSR and N-CSRS filings) by access ing the SEC's web site, http://www.sec.gov. You may also review and copy them at the SEC's public reference room in Washington, DC. Information on the operation of the SEC's public reference room may be obtained by calling the SEC at (800) SEC-0330. You can also request copies of these materials, upon payment of a duplicating fee, by electronic request at the SEC's e-mail address (publicinfo@sec.gov) or by writing the public reference section of the SEC, Washington, DC 20549-0102.

Proxy Voting Policy and Procedures and Proxy Voting Record

You may obtain a copy of the Fund's Proxy Voting Policy and Procedures without charge, upon request, by calling toll free (800) 869-NEWS or by visiting the Mutual Fund Center on our Web site at www.morganstanley.com. It is also available on the Securities and Exchange Commission's Web site at http://www.sec.gov.

You may obtain information regarding how the Fund voted proxies relating to portfolio securities during the most recent twelve-month period ended June 30 without charge by visiting the Mutual Fund Center on our Web site at www.morganstanley.com. This information is also available on the Securities and Exchange Commission's Web site at http://www.sec.gov.

Householding Notice

To reduce printing and mailing costs, the Fund attempts to eliminate duplicate mailings to the same address. The Fund delivers a single copy of certain shareholder documents, including shareholder reports, prospectuses and proxy materials, to investors with the same last name who reside at the same address. Your participation in this program will continue for an unlimited period of time unless you instruct us otherwise. You can request multiple copies of these documents by calling (800) 869-NEWS, 8:00 a.m. to 8:00 p.m., ET. Once our Customer Service Center has received your instructions, we will begin sending individual copies for each account within 30 days.

4

Performance Summary

Average Annual Total Returns—Period Ended April 30, 2009
Symbol	Class A Shares* (since 06/28/99) INLAX		Class B Shares** (since 06/28/99) INLBX		Class C Shares† (since 06/28/99) INLCX		Class I Shares†† (since 06/28/99) INLDX		Class R Shares# (since 03/31/08) INLRX		Class W Shares## (since 03/31/08) INLWX
1 Year		–41.29%3 –44.37 4		–41.73%3 –44.64 4		–41.73%3 –42.31 4		–41.15%3 —		–41.49%3 —		–41.36%3 —
5 Years		1.40 3		0.59 3		0.60 3		1.60 3		—		—
		0.31 4		0.20 4		0.60 4		—		—		—
Since		0.27 3		–0.38 3		–0.49 3		0.48 3		–35.50 3		–35.37 3
Inception		–0.27 4		–0.38 4		–0.49 4		—		—		—
GrossExpense Ratio		1.37		2.11		2.08		1.11		1.63		1.48

Performance data quoted represents past performance, which is no guarantee of future results and current performance may be lower or higher than the figures shown. For most recent month-end performance figures, please visit www.morganstanley.com/im or speak with your Financial Advisor. Investment returns and principal value will fluctuate and fund shares, when redeemed, may be worth more or less than their original cost. The table does not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. Performance for Class A, Class B, Class C, Class I, Class R, and Class W shares will vary due to differences in sales charges and expenses. See the Fund's current prospectus for complete details on fees and sales charges. Expenses are as of the Fund's fiscal year end.

*  The maximum front-end sales charge for Class A is 5.25%.

**  The maximum contingent deferred sales charge (CDSC) for Class B is 5.0%. The CDSC declines to 0% after six years. Effective April 2005, Class B shares will generally convert to Class A shares approximately eight years after the end of the calendar month in which the shares were purchased. Performance for periods greater than eight years reflects this conversion.

†  The maximum contingent deferred sales charge for Class C is 1.0% for shares redeemed within one year of purchase.

††  Class I has no sales charge.

#  Class R has no sales charge.

##  Class W has no sales charge.

(1)  The Morgan Stanley Capital International (MSCI) EAFE Index (Europe, Australasia, Far East) is a free float-adjusted market capitalization index that is designed to measure the international equity market performance of developed markets, excluding the US & Canada. The term "free float" represents the portion of shares outstanding that are deemed to be available for purchase in the public equity markets by investors. The MSCI EAFE Index currently consists of 21 developed market country indices. The performance of the Index is listed in U.S. dollars and assumes reinvestment of net dividends. The Index is unmanaged and its returns do not include any sales charges or fees. Such costs would lower performance. It is not possible to invest directly in an index.

(2)  The Lipper International Large-Cap Core Funds Index is an equally weighted performance index of the largest qualifying funds (based on net assets) in the Lipper International Large-Cap Core Funds classification. The Index, which is adjusted for capital gains distributions and income dividends, is unmanaged and should not be considered an investment. There are currently 30 funds represented in this Index. The Fund was in the Lipper International Large-Cap Core Funds classification as of the date of this report.

(3)  Figure shown assumes reinvestment of all distributions and does not reflect the deduction of any sales charges.

(4)  Figure shown assumes reinvestment of all distributions and the deduction of the maximum applicable sales charge. See the Fund's current prospectus for complete details on fees and sales charges.

5

Expense Example

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) on purchase payments and redemption fees; and (2) ongoing costs, including advisory fees; distribution and service (12b-1) fees; and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period 11/01/08 – 04/30/09.

Actual Expenses

The first line of the table below provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes

The second line of the table below provides information about hypothetical expenses based on the Fund's actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund's actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing cost of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads) and redemption fees. Therefore, the second line of the table is useful in comparing ongoing costs, and will not help you determine the relative total cost of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

	Beginning Account Value		Ending Account Value		Expenses Paid During Period@
	11/01/08		04/30/09		11/01/08 04/30/09
Class A
Actual (–4.95% return)	$	1,000.00	$	950.50	$	8.80
Hypothetical (5% annual return before expenses)	$	1,000.00	$	1,015.77	$	9.10
Class B
Actual (–5.33% return)	$	1,000.00	$	946.70	$	12.40
Hypothetical (5% annual return before expenses)	$	1,000.00	$	1,012.05	$	12.82
Class C
Actual (–5.27% return)	$	1,000.00	$	947.30	$	12.41
Hypothetical (5% annual return before expenses)	$	1,000.00	$	1,012.05	$	12.82
Class I
Actual (–4.82% return)	$	1,000.00	$	951.80	$	7.60
Hypothetical (5% annual return before expenses)	$	1,000.00	$	1,017.01	$	7.85
Class R
Actual (–5.07% return)	$	1,000.00	$	949.30	$	10.00
Hypothetical (5% annual return before expenses)	$	1,000.00	$	1,014.53	$	10.34
Class W
Actual (–4.96% return)	$	1,000.00	$	950.40	$	9.28
Hypothetical (5% annual return before expenses)	$	1,000.00	$	1,015.27	$	9.59

  @  Expenses are equal to the Fund's annualized expense ratios of 1.82%, 2.57%, 2.57%, 1.57% , 2.07% and 1.92% for Class A, Class B, Class C, Class I ,Class R and Class W shares, respectively, multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one-half year period). If the Fund had borne all of its expenses, the annualized expense ratios would have been 1.83%, 2.58%, 2.58%, 1.58%, 2.08% and 1.93% for Class A, Class B, Class C, Class I, Class R and Class W shares, respectively.

6

Morgan Stanley International Fund

Portfolio of Investments  nApril 30, 2009 (unaudited)

NUMBER OF SHARES			VALUE
		Common Stocks (94.4%)
		Australia (3.4%)
		Aluminum
	38,820	Alumina Ltd. (c)	$	42,037
		Beverages: Alcoholic
	15,985	Foster's Group Ltd.		61,222
		Beverages: Non-Alcoholic
	4,218	Coca-Cola Amatil Ltd.		28,018
		Biotechnology
	2,230	CSL Ltd.		55,783
		Building Products
	16,275	CSR Ltd.		15,968
		Casino/Gaming
	3,127	TABCORP Holdings Ltd.		16,930
		Chemicals: Agricultural
	40,428	Incitec Pivot Ltd.		61,994
	3,383	Nufarm Limited		32,527
				94,521
		Chemicals: Major Diversified
	8,586	Orica Ltd.		104,833
		Construction Materials
	10,534	Boral Ltd. (c)		31,311
		Containers/Packaging
	20,438	Amcor Ltd.		71,147
		Electric Utilities
	5,790	Origin Energy Ltd.		68,546
		Engineering & Construction
	1,853	Leighton Holdings Ltd. (c)		28,374
		Financial Conglomerates
	1,577	Macquarie Group Ltd. (c)		38,371
	4,247	Suncorp-Metway Ltd.		18,210
				56,581
		Food Retail
	7,609	Woolworths Ltd.		147,757
		Gas Distributors
	3,841	AGL Energy Ltd.		42,207

NUMBER OF SHARES			VALUE
		Industrial Conglomerates
	3,197	Wesfarmers Ltd. (c)	$	52,602
	1,232	Wesfarmers Ltd. (PPS)		20,244
				72,846
		Investment Managers
	10,772	AMP Ltd.		40,630
		Investment Trusts/Mutual Funds
	18,249	Macquarie Infrastructure Group (Stapled Securities)**		17,904
		Major Banks
	2,342	Australia and New Zealand Banking Group Ltd.		27,063
	1,933	Commonwealth Bank of Australia		49,323
	2,591	National Australia Bank Ltd.		38,846
	2,709	Westpac Banking Corp. (c)		37,800
				153,032
		Major Telecommunications
	16,799	Telstra Corp., Ltd.		40,655
		Medical/Nursing Services
	1,133	Sonic Healthcare Ltd.		9,601
		Miscellaneous Commercial Services
	7,698	Brambles Ltd.		33,120
		Multi-Line Insurance
	13,204	Insurance Australia Group Ltd.		33,298
		Oil & Gas Production
	3,996	Santos Ltd.		47,685
	3,375	Woodside Petroleum Ltd.		94,138
				141,823
		Oil Refining/Marketing
	3,373	Caltex Australia Ltd.		24,268
		Other Metals/Minerals
	81,481	BHP Billiton Ltd.		1,970,125
	71,809	OZ Minerals Ltd.		39,140
	6,860	Rio Tinto Ltd.		321,216
				2,330,481

See Notes to Financial Statements
7

Morgan Stanley International Fund

Portfolio of Investments  nApril 30, 2009 (unaudited) continued

NUMBER OF SHARES			VALUE
		Other Transportation
	6,277	Transurban Group (Stapled Securities) (b)(c)	$	20,346
		Precious Metals
	11,982	Newcrest Mining Ltd.		260,715
		Property - Casualty Insurers
	5,013	QBE Insurance Group Ltd. (c)		79,385
		Publishing: Newspapers
	7,583	Fairfax Media Ltd. (c)		6,530
		Real Estate Development
	3,305	Lend Lease Corp., Ltd.		17,342
		Real Estate Investment Trusts
	1,340	Stockland (Stapled Securities) (b)		3,058
		Steel
	22,448	BlueScope Steel Ltd. (c)		38,175
	32,914	Fortescue Metals Group Limited (a)		56,452
	20,593	OneSteel Ltd.		33,374
	3,744	Sims Metal Management Ltd.		54,419
				182,420
		Trucking
	2,986	Toll Holdings Ltd.		12,803
		Total Australia		4,345,492
		Austria (0.1%)
		Oil Refining/Marketing
	2,575	OMV AG		80,848
		Belgium (0.4%)
		Beverages: Alcoholic
	2,742	Anheuser - Busch InBev NV Strip VVPR (a)		7
	4,231	InBev NV (c)		130,518
				130,525
		Chemicals: Specialty
	957	Solvay S.A.		82,595

NUMBER OF SHARES			VALUE
		Financial Conglomerates
	943	CNP-CIE NATL A PORTEFEUL (c)	$	45,678
	1,486	Groupe Bruxelles Lambert S.A.		108,058
				153,736
		Major Telecommunications
	2,779	Belgacom S.A. (c)		81,204
		Other Metals/Minerals
	2,270	Umicore (c)		44,992
		Pharmaceuticals: Other
	2,303	UCB S.A. (c)		63,121
		Total Belgium		556,173
		Bermuda (0.6%)
		Apparel/Footwear
	18,500	Yue Yuen Industrial (Holdings) Ltd.		41,249
		Apparel/Footwear Retail
	30,300	Esprit Holdings Ltd.		187,077
		Construction Materials
	16,000	Cheung Kong Infrastructure Holdings Ltd.		62,038
		Contract Drilling
	4,400	Seadrill Ltd. (c)		47,986
		Hotels/Resorts/Cruiselines
	12,713	Shangri-La Asia Ltd.		18,799
		Real Estate Development
	16,884	Kerry Properties Ltd.		51,632
		Wholesale Distributors
	109,220	Li & Fung Ltd. (Hong Kong)		310,042
		Total Bermuda		718,823
		Brazil (0.7%)
		Aerospace & Defense
	3,300	Empresa Brasileira de Aeronautica S.A.		13,417

See Notes to Financial Statements
8

Morgan Stanley International Fund

Portfolio of Investments  nApril 30, 2009 (unaudited) continued

NUMBER OF SHARES			VALUE
		Department Stores
	9,000	Lojas Renner S.A.	$	81,656
		Finance/Rental/Leasing
	2,100	Redecard SA		26,430
		Food: Meat/Fish/Dairy
	5,800	Perdigao S.A.		85,452
		Integrated Oil
	11,700	Petroleo Brasileiro S.A.		196,964
		Investment Banks/Brokers
	7,700	BM&F BOVESPA SA		31,659
		Major Banks
	12,200	Banco do Brasil S.A.		104,502
		Railroads
	12,800	All America Latina Logistica (Units) (d)		65,727
		Real Estate Development
	13,200	Cyrela Brazil Realty S.A.		84,002
		Steel
	2,800	Companhia Siderurgica Nacional S.A.		51,678
	6,800	Companhia Vale do Rio Doce		113,077
				164,755
		Total Brazil		854,564
		Cayman Islands (0.2%)
		Agricultural Commodities/Milling
	54,756	Chaoda Modern Agriculture (Holdings) Ltd.		31,370
		Apparel/Footwear
	28,000	Li Ning Co., Ltd.		57,806
		Industrial Specialties
	22,000	Kingboard Chemical Holdings Ltd.		53,935
		Major Telecommunications
	65,000	Hutchison Telecommunications International Ltd.		11,993

NUMBER OF SHARES			VALUE
		Other Transportation
	1,800	Hopewell Highway Infrastructure Ltd.	$	985
		Real Estate Development
	87,843	Agile Property Holdings Ltd.		66,307
	44,000	China Resources Land Ltd.		79,710
				146,017
		Wireless Telecommunications
	65,000	Hutchison Telecommunications Hong Kong Holdings Limited (a)		6,123
		Total Cayman Islands		308,229
		Denmark (0.6%)
		Biotechnology
	1,053	Novozymes A/S (B Shares) (c)		71,729
		Electrical Products
	1,771	Vestas Wind Systems A/S (a)(c)		116,863
		Marine Shipping
	23	A P Moller - Maersk A/S (B Shares) (c)		135,224
		Pharmaceuticals: Major
	9,935	Novo Nordisk A/S (B Shares)		475,583
		Trucking
	2,250	DSV A/S (c)		25,678
		Total Denmark		825,077
		Finland (1.4%)
		Electric Utilities
	8,456	Fortum Oyj (c)		172,074
		Engineering & Construction
	2,296	Kone Oyj (B Shares) (c)		63,461
		Food Retail
	3,248	Kesko Oyj (B Shares) (c)		85,175
		Industrial Machinery
	2,428	Metso Oyj		37,650
		Oil Refining/Marketing
	2,037	Neste Oil Oyj		26,601

See Notes to Financial Statements
9

Morgan Stanley International Fund

Portfolio of Investments  nApril 30, 2009 (unaudited) continued

NUMBER OF SHARES			VALUE
		Other Metals/Minerals
	2,897	Outokumpu Oyj	$	43,658
		Property - Casualty Insurers
	3,793	Sampo Oyj (A Shares)		71,414
		Pulp & Paper
	9,349	Stora Enso Oyj (Registered Shares) (c)		53,932
	7,721	UPM-Kymmene Oyj		69,773
				123,705
		Steel
	1,336	Rautaruukki Oyj		25,136
		Telecommunication Equipment
	82,441	Nokia Oyj (c)		1,192,220
		Trucks/Construction/Farm Machinery
	1,096	Wartsila Oyj		36,601
		Total Finland		1,877,695
		France (9.1%)
		Advertising/Marketing Services
	1,581	Publicis Groupe		48,666
		Aerospace & Defense
	1,523	Thales S.A.		63,576
	290	Zodiac S.A. (c)		8,526
				72,102
		Apparel/Footwear
	917	Hermes International (c)		122,287
	3,184	LVMH Moet Hennessy Louis Vuitton S.A. (c)		241,770
				364,057
		Auto Parts: O.E.M.
	1,777	Valeo S.A. (c)		36,948
		Automotive Aftermarket
	1,742	Compagnie Generale des Etablissements Michelin (B Shares) (c)		89,877

NUMBER OF SHARES			VALUE
		Beverages: Alcoholic
	1,865	Pernod-Ricard S.A. (c)	$	111,004
		Broadcasting
	3,187	Societe Television Francaise 1 (c)		30,107
		Building Products
	4,282	Compagnie de Saint-Gobain (c)		155,377
		Chemicals: Specialty
	4,506	Air Liquide S.A. (c)		368,773
		Construction Materials
	687	Imerys S.A. (c)		28,737
	2,678	Lafarge S.A. (c)		153,140
				181,877
		Department Stores
	1,403	PPR (c)		108,501
		Electric Utilities
	2,458	Electricite de France (EDF) (c)		114,835
		Electrical Products
	4,529	Schneider Electric S.A.		347,016
		Engineering & Construction
	6,488	Bouygues S.A. (c)		279,161
	3,922	Vinci S.A.		177,471
				456,632
		Financial Conglomerates
	401	Eurazeo		16,540
	445	Wendel		16,512
				33,052
		Food Retail
	14,296	Carrefour S.A. (c)		584,286
	1,716	Casino Guichard-Perrachon S.A.		108,005
				692,291
		Food: Major Diversified
	6,404	Groupe Danone (c)		306,177
		Gas Distributors
	20,038	GDF Suez		723,786

See Notes to Financial Statements
10

Morgan Stanley International Fund

Portfolio of Investments  nApril 30, 2009 (unaudited) continued

NUMBER OF SHARES			VALUE
		Hotels/Resorts/Cruiselines
	2,532	Accor S.A. (c)	$	107,940
		Household/Personal Care
	1,745	L'Oreal S.A. (c)		125,184
		Industrial Conglomerates
	3,162	Alstom		200,125
		Information Technology Services
	745	Atos Origin S.A. (a)(c)		23,149
	3,398	Cap Gemini (c)		127,706
				150,855
		Integrated Oil
	40,804	Total S.A. (c)		2,070,163
		Life/Health Insurance
	654	CNP Assurances (c)		51,823
		Major Banks
	13,775	BNP Paribas		733,585
	6,283	Societe Generale		325,580
				1,059,165
		Major Telecommunications
	37,076	France Telecom S.A.		827,563
		Media Conglomerates
	18,462	Vivendi		500,023
		Medical Specialties
	2,485	Essilor International S.A. (c)		107,646
		Metal Fabrications
	587	Vallourec S.A.		64,766
		Miscellaneous Commercial Services
	1,387	Sodexo (c)		66,964
		Motor Vehicles
	1,825	PSA Peugeot Citroen		42,619
	1,607	Renault S.A.		52,241
				94,860
		Multi-Line Insurance
	3,065	Axa		51,685
	993	SCOR SE		20,982
				72,667

NUMBER OF SHARES			VALUE
		Office Equipment/Supplies
	838	Neopost S.A. (c)	$	71,265
		Oilfield Services/Equipment
	1,746	Technip S.A. (c)		75,899
		Other Consumer Specialties
	302	Societe BIC S.A.		16,253
		Packaged Software
	1,468	Dassault Systemes S.A. (c)		60,590
		Pharmaceuticals: Major
	20,556	Sanofi-Aventis (c)		1,190,442
		Publishing: Books/Magazines
	2,734	Lagardere S.C.A. (c)		86,473
		Real Estate Development
	780	Unibail - Rodamco		117,062
		Regional Banks
	9,070	Credit Agricole S.A.		134,406
		Telecommunication Equipment
	48,117	Alcatel-Lucent (a)		123,890
	1,681	Safran S.A. (c)		20,204
				144,094
		Water Utilities
	7,485	Veolia Environnement (c)		207,625
		Total France		11,844,931
		Germany (3.9%)
		Air Freight/Couriers
	4,466	Deutsche Post AG (Registered Shares)		51,703
		Airlines
	1,577	Deutsche Lufthansa AG (Registered Shares) (c)		20,166
		Apparel/Footwear
	1,435	Adidas AG (c)		54,339
	107	Puma AG		22,970
				77,309
		Chemicals: Agricultural
	6,305	K+S AG (c)		379,985

See Notes to Financial Statements
11

Morgan Stanley International Fund

Portfolio of Investments  nApril 30, 2009 (unaudited) continued

NUMBER OF SHARES			VALUE
		Chemicals: Major Diversified
	8,787	BASF SE (c)	$	332,157
		Chemicals: Specialty
	695	Linde AG (c)		55,477
		Department Stores
	2,372	Metro AG (c)		101,056
		Electric Utilities
	16,380	E.ON AG (c)		555,680
	2,641	RWE AG		190,754
				746,434
		Engineering & Construction
	450	Hochtief AG		22,083
		Hotels/Resorts/Cruiselines
	1,859	TUI AG (c)		20,501
		Household/Personal Care
	1,323	Beiersdorf AG (c)		54,544
		Industrial Conglomerates
	837	MAN AG		52,038
	14,677	Siemens AG (Registered Shares)		990,960
	2,372	ThyssenKrupp AG		50,968
				1,093,966
		Industrial Machinery
	1,861	GEA Group AG		24,524
		Investment Banks/Brokers
	1,457	Deutsche Boerse AG		107,954
		Major Banks
	4,366	Commerzbank AG (c)		29,808
	5,236	Deutsche Bank AG (Registered Shares)		281,613
	689	Deutsche Postbank AG (c)		14,768
				326,189
		Major Telecommunications
	22,194	Deutsche Telekom AG (Registered Shares) (c)		268,395
		Medical Distributors
	927	Celesio AG		20,593

NUMBER OF SHARES			VALUE
		Medical/Nursing Services
	1,849	Fresenius Medical Care AG & Co. KGaA (c)	$	72,781
		Motor Vehicles
	2,370	Bayerische Motoren Werke (BMW) AG (c)		82,313
	4,263	Daimler AG (Registered Shares) (c)		153,108
	545	Volkswagen AG		172,506
				407,927
		Multi-Line Insurance
	390	Allianz SE (Registered Shares) (c)		35,987
	125	Muenchener Rueckversicherungs- Gesellschaft AG (Registered Shares) (c)		17,305
				53,292
		Packaged Software
	10,673	SAP AG (c)		409,875
		Pharmaceuticals: Major
	448	Merck KGaA		40,277
		Pharmaceuticals: Other
	8,180	Bayer AG		407,052
		Total Germany		5,094,240
		Greece (0.4%)
		Casino/Gaming
	3,400	OPAP S.A.		105,446
		Construction Materials
	1,320	Titan Cement Company S. A.		33,882
		Major Banks
	8,519	National Bank of Greece S.A.		179,668
		Regional Banks
	9,418	EFG Eurobank Ergasias		74,767
	8,300	Piraeus Bank S.A.		76,872
				151,639
		Total Greece		470,635

See Notes to Financial Statements
12

Morgan Stanley International Fund

Portfolio of Investments  nApril 30, 2009 (unaudited) continued

NUMBER OF SHARES			VALUE
		Hong Kong (3.4%)
		Airlines
	37,000	Cathay Pacific Airways Ltd.	$	42,967
		Broadcasting
	3,000	Television Broadcasts Ltd.		10,645
		Electric Utilities
	51,804	CLP Holdings Ltd.		350,260
	40,500	Hongkong Electric Holdings Ltd.		239,340
				589,600
		Engineering & Construction
	84,212	New World Development Co., Ltd.		111,485
		Financial Conglomerates
	44,020	Wharf (Holdings) Ltd. (The)		146,259
		Gas Distributors
	140,838	Hong Kong & China Gas Co., Ltd.		263,502
		Industrial Conglomerates
	32,000	China Resources Enterprise Ltd.		56,733
	62,926	Hutchison Whampoa Ltd.		373,494
	27,500	Swire Pacific Ltd. (Class A)		215,918
				646,145
		Investment Banks/Brokers
	30,300	Hong Kong Exchanges & Clearing Ltd.		353,433
		Major Banks
	57,815	Bank of East Asia, Ltd. (The)		138,755
	116,500	BOC Hong Kong (Holdings) Ltd.		166,256
	21,400	Hang Seng Bank Ltd.		239,126
				544,137
		Other Consumer Services
	234,000	China Travel International Investment Hong Kong Ltd.		41,365

NUMBER OF SHARES			VALUE
		Railroads
	47,808	MTR Corp., Ltd.	$	121,524
		Real Estate Development
	44,000	Cheung Kong (Holdings) Ltd.		458,165
	104,500	Hang Lung Properties Ltd.		297,317
	18,000	Henderson Land Development Co., Ltd.		84,774
	18,000	Hopewell Holdings Ltd.		46,684
	25,708	Hysan Development Co., Ltd.		46,971
	45,817	Sino Land Co., Ltd.		59,118
	46,000	Sun Hung Kai Properties Ltd.		479,287
				1,472,316
		Real Estate Investment Trusts
	57,630	Link REIT		112,434
		Total Hong Kong		4,455,812
		Indonesia (0.6%)
		Agricultural Commodities/Milling
	9,000	PT Astra Lestri Tbk		13,434
		Coal
	353,000	PT Bumi Resources Tbk		49,357
	17,000	PT Tambang Batubara Bukit Asam Tbk		15,257
				64,614
		Construction Materials
	30,000	PT Semen Gresik (Persero) Tbk		11,620
		Gas Distributors
	202,000	PT Perusahaan Gas Negara		49,617
		Household/Personal Care
	38,500	PT Unulever Indonesia Tbk		28,188
		Major Telecommunications
	205,000	PT Telekomunikasi Indonesia Tbk		152,031
		Motor Vehicles
	122,500	PT Astra International Tbk		208,314

See Notes to Financial Statements
13

Morgan Stanley International Fund

Portfolio of Investments  nApril 30, 2009 (unaudited) continued

NUMBER OF SHARES			VALUE
		Other Metals/Minerals
	48,500	PT International Nickel Indonesia Tbk	$	15,693
		Real Estate Development
	219,100	PT Lippo Karawaci Tbk		16,766
		Regional Banks
	65,500	PT Bank Danamon Indonesia Tbk		19,338
	249,500	PT Bank Central Asia Tbk		78,963
	140,000	PT Bank Mandiri		36,703
	119,000	PT Bank Rakyat Indonesia		65,205
				200,209
		Trucks/Construction/Farm Machinery
	32,500	PT United Tractors Tbk		27,633
		Wireless Telecommunications
	32,500	PT Indosat Tbk		17,194
		Total Indonesia		805,313
		Italy (0.6%)
		Electric Utilities
	8,619	Enel S.p.A.		47,126
		Integrated Oil
	10,325	Eni S.p.A.		224,724
		Life/Health Insurance
	439	Alleanza Assicurazioni S.p.A.		2,965
	502	Assicurazioni Generali S.p.A.		10,282
				13,247
		Major Banks
	115,530	Intesa Sanpaolo		372,591
	19,309	UniCredit S.p.A.		47,749
				420,340
		Major Telecommunications
	22,224	Telecom Italia S.p.A.		28,317
		Motor Vehicles
	1,175	Fiat S.p.A. (a)(c)		11,683
		Oilfield Services/Equipment
	600	Saipem S.p.A.		12,996

NUMBER OF SHARES			VALUE
		Regional Banks
	1,402	Banco Popolare Societa Cooperativa	$	9,331
	1,320	Unione di Banche Italiane ScpA		18,338
				27,669
		Total Italy		786,102
		Japan (26.8%)
		Agricultural Commodities/Milling
	6,000	Nisshin Seifun Group Inc.		61,691
		Air Freight/Couriers
	22,500	Nippon Express Co., Ltd.		80,080
	7,035	Yamato Holdings Co., Ltd.		78,183
				158,263
		Airlines
	28,000	Japan Airlines Corp. (a)(c)		54,512
		Apparel/Footwear
	5,546	Onward Holdings Co., Ltd.		33,236
		Apparel/Footwear Retail
	2,000	Fast Retailing Co., Ltd.		208,883
	700	Shimamura Co., Ltd.		48,408
				257,291
		Auto Parts: O.E.M.
	15,700	Denso Corp.		367,745
	6,059	NGK Spark Plug Co., Ltd. (c)		58,243
	2,400	Stanley Electric Co., Ltd.		33,827
	2,700	Toyota Industries Corp.		71,593
				531,408
		Automotive Aftermarket
	21,500	Bridgestone Corp.		318,292
		Beverages: Alcoholic
	9,800	Asahi Breweries, Ltd.		123,022
	21,051	Kirin Holdings Co., Ltd.		231,173
	8,000	Sapporo Holdings Ltd. (c)		33,178
				387,373
		Beverages: Non-Alcoholic
	1,500	ITO EN, Ltd. (c)		18,282

See Notes to Financial Statements
14

Morgan Stanley International Fund

Portfolio of Investments  nApril 30, 2009 (unaudited) continued

NUMBER OF SHARES			VALUE
		Broadcasting
	13	Fuji Media Holdings, Inc.	$	14,474
	3,000	Tokyo Broadcasting System, Inc.		41,949
				56,423
		Building Products
	5,862	JS Group Corp.		71,328
	9,500	Nippon Sheet Glass Company, Ltd. (c)		26,683
	12,500	Toto Ltd.		61,980
				159,991
		Chemicals: Agricultural
	5,500	Nissan Chemical Industries, Ltd.		45,564
		Chemicals: Major Diversified
	31,000	Asahi Kasei Corp.		124,478
	23,000	Mitsubishi Chemical Holdings Corp. (c)		86,990
				211,468
		Chemicals: Specialty
	6,000	Daicel Chemical Industries, Ltd.		25,066
	13,546	Denki Kagaku Kogyo Kabushiki Kaisha (c)		29,944
	22,588	DIC, Corp.		36,876
	4,208	JSR Corp. (c)		50,776
	8,000	Kaneka Corp.		46,238
	9,556	Kuraray Co., Ltd.		81,781
	17,099	Mitsubishi Rayon Co., Ltd. (c)		35,543
	14,500	Mitsui Chemicals, Inc. (c)		43,227
	8,997	Shin-Etsu Chemical Co., Ltd.		434,250
	19,000	Showa Denko K.K. (c)		28,514
	33,000	Sumitomo Chemical Co., Ltd.		128,828
	16,000	Tosoh Corp. (c)		36,666
				977,709
		Commercial Printing/Forms
	10,500	Dai Nippon Printing Co., Ltd.		110,835
	11,000	Toppan Printing Co., Ltd. (c)		82,762
				193,597

NUMBER OF SHARES			VALUE
		Computer Processing Hardware
	45,000	Fujitsu Ltd. (c)	$	191,645
		Construction Materials
	15,000	Taiheiyo Cement Corp. (c)		26,313
		Containers/Packaging
	5,117	Toyo Seikan Kaisha, Ltd.		84,419
		Department Stores
	9,287	Isetan Mitsukoshi Holdings Ltd. (c)		77,882
	10,500	J. Front Retailing Co., Ltd. (c)		42,907
	11,307	Marui Group Co., Ltd. (c)		62,371
	7,540	Takashimaya Co., Ltd. (c)		46,867
				230,027
		Electric Utilities
	12,100	Chubu Electric Power Co., Inc. (c)		266,244
	18,400	Kansai Electric Power Co., Inc. (The) (c)		375,015
	7,100	Kyushu Electric Power Co., Inc. (c)		146,507
	13,800	Tohoku Electric Power Co., Inc.		287,558
	21,600	Tokyo Electric Power Co., Inc. (The) (c)		505,942
				1,581,266
		Electrical Products
	4,000	Fuji Electric Holdings Co., Ltd.		6,855
	17,500	Furukawa Electric Co., Ltd. (The) (c)		52,170
	700	Mabuchi Motor Co., Ltd. (c)		31,586
	8,060	NGK Insulators, Ltd. (c)		122,183
	2,604	Nidec Corp. (c)		142,848
	6,500	Panasonic Electric Works Co., Ltd		52,596
	15,800	Sumitomo Electric Industries, Ltd.		152,841
	1,100	Ushio Inc. (c)		14,244
				575,323

See Notes to Financial Statements
15

Morgan Stanley International Fund

Portfolio of Investments  nApril 30, 2009 (unaudited) continued

NUMBER OF SHARES			VALUE
		Electronic Components
	4,900	Alps Electric Co., Ltd.	$	26,085
	8,950	Citizen Holdings Co., Ltd.		40,566
	800	Hirose Electric Co., Ltd. (c)		82,985
	10,100	Hoya Corp.		173,795
	3,300	Ibiden Co., Ltd. (c)		95,701
	4,900	Murata Manufacturing Co., Ltd. (c)		197,252
	7,500	Nippon Electric Glass Co., Ltd.		60,079
	3,352	TDK Corp.		151,251
				827,714
		Electronic Equipment/Instruments
	24,804	Canon Inc.		741,957
	847	Keyence Corp. (c)		149,183
	12,530	Konica Minolta Holdings, Inc.		101,897
	4,000	Kyocera Corp.		309,065
	47,552	Mitsubishi Electric Corp.		251,213
	50,500	NEC Corp. (c)		166,934
	5,904	Omron Corp. (c)		87,704
	47,000	Panasonic Corporation		681,505
	15,432	Ricoh Co., Ltd.		188,245
	3,000	Seiko Epson Corp. (c)		42,040
	69,026	Toshiba Corp. (c)		235,173
	5,750	Yokogawa Electric Corp.		29,386
				2,984,302
		Electronic Production Equipment
	5,250	Advantest Corp.		82,194
	5,300	Tokyo Electron Ltd.		240,763
				322,957
		Electronics/Appliance Stores
	2,750	Yamada Denki Co., Ltd.		126,597
		Electronics/Appliances
	9,650	Casio Computer Co., Ltd.		72,801
	11,100	FUJIFILM Holdings Corp.		281,383
	7,000	Nikon Corp.		92,202
	45,000	Sanyo Electric Co., Ltd. (a)		73,920
	18,500	Sharp Corp. (c)		192,466
	16,396	Sony Corp.		420,623
				1,133,395

NUMBER OF SHARES			VALUE
		Engineering & Construction
	7,546	JGC Corp.	$	98,323
	30,000	Kajima Corp. (c)		86,392
	21,571	Obayashi Corp. (c)		105,865
	21,000	Shimizu Corp. (c)		100,507
	31,000	Taisei Corp.		67,268
				458,355
		Finance/Rental/Leasing
	590	Acom Co., Ltd. (c)		14,149
	500	Aeon Credit Service Co., Ltd.		5,678
	1,500	Credit Saison Co., Ltd. (c)		16,670
	200	Mitsubishi UFJ Lease & Finance Co., Ltd (c)		4,604
	260	Orix Corp. (c)		12,154
	750	Promise Co., Ltd. (c)		9,871
	1,350	Takefuji Corp. (c)		7,214
				70,340
		Financial Conglomerates
	170,900	Mizuho Financial Group, Inc. (c)		356,980
	254	SBI HOLDINGS INC (c)		30,213
				387,193
		Food Retail
	11,103	Aeon Co., Ltd. (c)		86,464
	1,952	FamilyMart Co., Ltd. (c)		53,639
	1,603	Lawson, Inc.		62,091
	17,400	Seven & I Holdings Co., Ltd.		392,567
				594,761
		Food: Meat/Fish/Dairy
	6,000	Nippon Meat Packers, Inc.		61,631
	3,400	Yakult Honsha Co., Ltd. (c)		58,195
				119,826
		Food: Specialty/Candy
	16,000	Ajinomoto Co., Inc.		117,299
	5,500	Kikkoman Corp.		48,910
	936	Meiji Holdings Co., Ltd.		28,568
	2,200	Nissin Foods Holdings Co., Ltd. (a)		59,562
	5,000	Yamazaki Baking Co., Ltd. (c)		50,902
				305,241

See Notes to Financial Statements
16

Morgan Stanley International Fund

Portfolio of Investments  nApril 30, 2009 (unaudited) continued

NUMBER OF SHARES			VALUE
		Gas Distributors
	38,000	Osaka Gas Co., Ltd.	$	120,604
	43,000	Tokyo Gas Co., Ltd.		163,070
				283,674
		Home Building
	2,756	Daito Trust Construction Co., Ltd.		114,298
	16,000	Daiwa House Industry Co., Ltd.		139,363
	14,072	Sekisui Chemical Co., Ltd.		73,913
	23,046	Sekisui House, Ltd.		197,931
				525,505
		Household/Personal Care
	14,500	Kao Corp.		272,151
	7,500	Shiseido Company, Ltd. (c)		131,642
	1,200	Unicharm Corp. (c)		83,594
				487,387
		Industrial Conglomerates
	80,000	Hitachi, Ltd.		276,617
	29,500	Kawasaki Heavy Industries, Ltd. (c)		62,817
				339,434
		Industrial Machinery
	7,553	Amada Co., Ltd.		46,335
	4,300	Daikin Industries, Ltd.		115,327
	4,250	Fanuc Ltd. (c)		304,680
	29,530	IHI Corp.		44,615
	81,550	Mitsubishi Heavy Industries, Ltd. (c)		265,439
	1,605	SMC Corp.		156,236
	12,000	Sumitomo Heavy Industries, Ltd. (c)		49,645
	1,300	THK Co., Ltd. (c)		17,888
				1,000,165
		Industrial Specialties
	28,500	Asahi Glass Co., Ltd.		169,347
	4,800	Nitto Denko Corp.		111,215
				280,562

NUMBER OF SHARES			VALUE
		Information Technology Services
	900	Itochu Techno- Solutions Corp. (c)	$	20,305
	3,950	Nomura Research Institute, Ltd. (c)		69,852
	37	NTT Data Corp.		96,871
	280	OBIC Co., Ltd.		37,818
	20,400	Softbank Corp. (c)		320,625
				545,471
		Internet Software/Services
	418	Yahoo Japan Corp. (c)		104,309
		Investment Banks/Brokers
	44,000	Daiwa Securities Group Inc. (c)		227,986
	5,400	Matsui Securities Co., Ltd. (c)		38,219
	31,950	Nomura Holdings, Inc.		190,819
	17,000	Shinko Securities Co., Ltd.		39,302
				496,326
		Life/Health Insurance
	2	Sony Financial Holdings Inc.		6,266
	4,500	T&D Holdings, Inc.		133,239
				139,505
		Major Banks
	26,000	Bank of Yokohama, Ltd. (The)		109,674
	16,000	Chiba Bank, Ltd. (The)		78,848
	14,623	Chuo Mitsui Trust Holdings, Inc.		47,597
	16,000	Joyo Bank, Ltd. (The) (c)		73,656
	159,160	Mitsubishi UFJ Financial Group, Inc.		863,421
	8,400	Resona Holdings, Inc. (c)		112,091
	25,500	Shinsei Bank, Ltd. (c)		33,355
	14,000	Shizuoka Bank, Ltd. (The) (c)		125,492
	10,800	Sumitomo Mitsui Financial Group, Inc. (c)		372,338
	26,081	Sumitomo Trust & Banking Co., Ltd. (The) (c)		108,164
				1,924,636

See Notes to Financial Statements
17

Morgan Stanley International Fund

Portfolio of Investments  nApril 30, 2009 (unaudited) continued

NUMBER OF SHARES			VALUE
		Major Telecommunications
	4,200	Nippon Telegraph & Telephone Corp.	$	156,723
		Marine Shipping
	5,000	Mitsui O.S.K. Lines, Ltd. (c)		28,443
	27,015	Nippon Yusen Kabushiki Kaisha (c)		110,120
				138,563
		Medical Specialties
	5,400	Olympus Corp. (c)		87,664
	4,550	Terumo Corp.		171,628
				259,292
		Metal Fabrications
	12,000	Minebea Co., Ltd. (c)		46,116
	44,000	Mitsubishi Materials Corp.		126,709
	32,604	Mitsui Mining & Smelting Co., Ltd.		64,137
	17,553	NSK Ltd.		77,780
	15,051	NTN Corp. (c)		49,753
				364,495
		Miscellaneous Commercial Services
	5,985	Secom Co., Ltd.		220,902
	1,190	USS Co., Ltd.		53,696
				274,598
		Miscellaneous Manufacturing
	2,500	Kurita Water Industries Ltd. (c)		60,333
		Motor Vehicles
	37,209	Honda Motor Co., Ltd.		1,073,409
	55,005	Nissan Motor Co., Ltd. (c)		284,451
	59,855	Toyota Motor Corp.		2,336,663
	1,100	Yamaha Motor Co., Ltd.		11,567
				3,706,090
		Movies/Entertainment
	1,550	Oriental Land Co., Ltd. (c)		97,602
	2,850	TOHO Co., Ltd. (c)		37,684
				135,286

NUMBER OF SHARES			VALUE
		Oil & Gas Production
	13	INPEX Corporation	$	82,123
		Oil Refining/Marketing
	36,000	Nippon Oil Corp.		187,264
	5,800	Showa Shell Sekiyu K.K.		50,754
	7,000	TonenGeneral Sekiyu K.K.		66,508
				304,526
		Other Consumer Services
	1,754	Benesse Corp.		66,873
		Other Metals/Minerals
	16,595	Dowa Holdings Co., Ltd.		65,794
	12,250	Nippon Mining Holdings, Inc.		55,648
	23,500	Sumitomo Metal Mining Co., Ltd.		262,117
				383,559
		Other Transportation
	3,000	Mitsubishi Logistics Corp.		28,412
		Packaged Software
	1,250	Oracle Corp. Japan (c)		43,982
	2,700	Trend Micro Inc. (c)		81,723
				125,705
		Pharmaceuticals: Major
	17,800	Takeda Pharmaceutical Co., Ltd.		631,718
		Pharmaceuticals: Other
	10,600	Astellas Pharma Inc.		345,021
	5,806	Chugai Pharmaceutical Co., Ltd.		107,442
	14,800	Daiichi Sankyo Co., Ltd.		248,367
	5,003	Eisai Co., Ltd. (c)		134,688
	7,032	Kyowa Hakko Kogyo Co., Ltd.		61,821
	6,181	Shionogi & Co., Ltd.		106,234
	4,959	Taisho Pharmaceutical Co., Ltd.		90,612
				1,094,185

See Notes to Financial Statements
18

Morgan Stanley International Fund

Portfolio of Investments  nApril 30, 2009 (unaudited) continued

NUMBER OF SHARES			VALUE
		Property - Casualty Insurers
	1,000	Aioi Insurance Company, Ltd.	$	4,380
	14,268	Millea Holdings, Inc.		375,436
	1,000	Nipponkoa Insurance Company, Ltd.		5,415
	16,000	Sompo Japan Insurance Inc.		95,396
				480,627
		Pulp & Paper
	2,500	Nippon Paper Group, Inc. (c)		70,980
	27,000	Oji Paper Co., Ltd. (c)		115,808
				186,788
		Railroads
	33	Central Japan Railway Co.		195,082
	7,900	East Japan Railway Co.		445,386
	10,000	Keihin Electric Express Railway Co., Ltd. (c)		76,861
	7,000	Keio Corp. (c)		39,749
	37,550	Kintetsu Corp. (c)		163,344
	20,500	Tobu Railway Co., Ltd. (c)		107,052
	23,000	Tokyu Corp.		97,952
	16	West Japan Railway Co.		48,996
				1,174,422
		Real Estate Development
	200	AEON Mall Co., Ltd.		2,614
	2,450	Leopalace21 Corp.		17,862
	17,000	Mitsubishi Estate Co., Ltd.		221,162
	13,500	Mitsui Fudosan Co., Ltd.		169,195
	5,500	Sumitomo Realty & Development Co., Ltd.		65,529
	6,000	Tokyo Tatemono Co., Ltd.		20,260
	1,000	TOKYU LAND CORPORATION		3,326
				499,948
		Real Estate Investment Trusts
	2	Japan Prime Realty Investment Corporation		3,437
	9	Japan Real Estate Investment Corp.		63,608

NUMBER OF SHARES			VALUE
	10	Japan Retail Fund Investment Corp.	$	35,084
	13	Nippon Building Fund Inc.		105,323
	1	Nomura Real Estate Office Fund, Inc.		5,161
				212,613
		Recreational Products
	3,000	Konami Corp. (c)		44,200
	2,008	Nintendo Co., Ltd.		535,697
	2,350	Shimano Inc. (c)		68,865
	3,700	Yamaha Corp.		42,095
				690,857
		Regional Banks
	6,500	77 Bank, Ltd. (The)		33,153
	6,000	Bank of Kyoto, Ltd. (The)		47,942
	15,000	Fukuoka Financial Group, Inc.		45,934
	1,000	Gunma Bank Ltd. (The)		4,948
	1,000	Hachijuni Bank Ltd. (The)		5,881
	1,000	Hiroshima Bank Ltd. (The)		3,772
	29,000	Hokuhoku Financial Group, Inc.		50,872
	14,000	Nishi-Nippon City Bank, Ltd. (The)		27,966
	1,000	Sapporo Hokuyo Holdings Inc.		2,880
	1,000	Suruga Bank Ltd.		8,487
				231,835
		Semiconductors
	1,500	NEC Electronics Corp. (a)(c)		15,697
	3,405	Rohm Co., Ltd.		208,195
				223,892
		Specialty Insurance
	7,300	Mitsui Sumitomo insurance Group Holdings, Inc.		198,008
		Specialty Stores
	5,000	UNY Co., Ltd. (c)		36,352
		Steel
	7,900	JFE Holdings, Inc.		214,282
	45,000	Kobe Steel, Ltd. (c)		73,920

See Notes to Financial Statements
19

Morgan Stanley International Fund

Portfolio of Investments  nApril 30, 2009 (unaudited) continued

NUMBER OF SHARES			VALUE
	104,108	Nippon Steel Corp.	$	348,364
	65,000	Sumitomo Metal Industries, Ltd. (c)		151,592
				788,158
		Textiles
	4,571	Nisshinbo Industries, Inc. (c)		47,879
	23,608	Teijin Ltd. (c)		60,325
	31,000	Toray Industries, Inc. (c)		136,423
				244,627
		Tobacco
	92	Japan Tobacco Inc.		230,420
		Trucks/Construction/ Farm Machinery
	1,000	Hitachi Construction Machinery Co., Ltd. (c)		13,466
	24,900	Komatsu Ltd.		307,778
	37,000	Kubota Corp. (c)		220,604
				541,848
		Wholesale Distributors
	37,051	Itochu Corp.		197,615
	54,550	Marubeni Corp.		196,915
	32,100	Mitsubishi Corp.		491,493
	39,000	Mitsui & Co., Ltd.		410,485
	23,600	Sumitomo Corp.		204,125
				1,500,633
		Wireless Telecommunications
	57	NTT DoCoMo, Inc.		79,183
		Total Japan		34,744,440
		Luxembourg (0.2%)
		Steel
	12,405	ArcelorMittal (c)		295,435
		Mexico (0.2%)
		Discount Stores
	47,750	Wal-Mart de Mexico S.A.B. de C.V. (Series V)		129,699

NUMBER OF SHARES			VALUE
		Home Building
	2,600	Desarrolladora Homex S.A.B. de C.V. (ADR) (a)(c)	$	48,334
	14,300	Urbi, Desarrollos Urbanos, S.A.B. de C.V. (a)		15,744
				64,078
		Total Mexico		193,777
		Netherlands (2.4%)
		Aerospace & Defense
	4,217	European Aeronautic Defence and Space Co. (c)		61,375
		Air Freight/Couriers
	7,913	TNT N.V.		147,204
		Beverages: Alcoholic
	5,560	Heineken N.V. (c)		166,108
		Chemicals: Major Diversified
	2,154	Koninklijke DSM N.V.		67,302
		Construction Materials
	6,557	James Hardie Industries N.V. (CDI)		21,920
		Electronic Production Equipment
	8,317	ASML Holding N.V.		171,226
		Financial Conglomerates
	14,816	ING Groep N.V. (Dutch Certificates)		138,907
		Food Retail
	26,403	Koninklijke Ahold NV (a)(c)		291,069
		Food: Major Diversified
	37,364	Unilever N.V. (Share Certificates)		742,781
		Industrial Conglomerates
	16,182	Koninklijke (Royal) Philips Electronics N.V.		294,607
		Industrial Specialties
	3,263	Akzo Nobel N.V. (c)		137,721
		Life/Health Insurance
	21,236	Aegon N.V.		109,580

See Notes to Financial Statements
20

Morgan Stanley International Fund

Portfolio of Investments  nApril 30, 2009 (unaudited) continued

NUMBER OF SHARES			VALUE
		Major Telecommunications
	32,556	Koninklijke (Royal) KPN N.V.	$	392,369
		Oilfield Services/Equipment
	1,326	Furgo N.V. (Dutch Certificates)		47,922
	3,275	SBM Offshore N.V. (c)		53,298
				101,220
		Personnel Services
	395	Randstad Holding N.V. (c)		9,118
		Publishing: Books/Magazines
	8,407	Reed Elsevier N.V. (c)		92,969
	5,452	Wolters Kluwer N.V. (c)		90,314
				183,283
		Semiconductors
	16,252	STMicroelectronics N.V. (c)		107,730
		Total Netherlands		3,143,520
		Norway (1.0%)
		Chemicals: Agricultural
	19,815	Yara International ASA (c)		540,251
		Engineering & Construction
	3,760	Aker Solutions ASA (c)		23,109
		Financial Conglomerates
	11,454	DnB NOR ASA		72,839
		Food: Specialty/Candy
	13,890	Orkla ASA (c)		101,024
		Industrial Conglomerates
	15,651	Norsk Hydro ASA		70,326
		Integrated Oil
	21,712	StatoilHydro ASA		412,727
		Major Telecommunications
	19,806	Telenor ASA		124,292
		Total Norway		1,344,568
		Portugal (0.2%)
		Electric Utilities
	34,716	Energias de Portugal, S.A.		126,958

NUMBER OF SHARES			VALUE
		Major Telecommunications
	14,445	Portugal Telecom, SGPS, S.A. (Registered Shares)	$	111,042
		Other Transportation
	6,851	Brisa		46,927
		Total Portugal		284,927
		Russia (0.4%)
		Food: Meat/Fish/Dairy
	1,700	Wimm-Bill-Dann Foods (ADR) (c)		75,939
		Integrated Oil
	7,400	Gazprom (Sponsored ADR) (Registered Shares)		132,312
	1,500	Lukoil (Sponsored ADR) (c)		66,900
	251	NOVATEK OAO-SPONS GDR REG S		8,911
				208,123
		Oil & Gas Production
	4,700	Surgutneftegaz (Sponsored ADR) (c)		33,605
	383	TATNEFT - (Sponsored Registered GDR)		23,938
				57,543
		Oil Refining/Marketing
	4,900	ROSNEFT OJSC-GDR		25,725
		Other Metals/Minerals
	3,789	JSC MMC Norilsk Nickel (ADR) (c)		31,562
		Precious Metals
	773	Polyus Gold (ADR) (c)		17,161
		Regional Banks
	8,411	VTB BANK OJSC-GDR-REG S		15,476
		Wireless Telecommunications
	600	Mobile Telesystems (Sponsored ADR)		19,884
	1,600	Vimpel-Communications (a)		15,072
				34,956
		Total Russia		466,485

See Notes to Financial Statements
21

Morgan Stanley International Fund

Portfolio of Investments  nApril 30, 2009 (unaudited) continued

NUMBER OF SHARES			VALUE
		Singapore (2.2%)
		Airlines
	22,277	Singapore Airlines Ltd.	$	161,000
		Hospital/Nursing Management
	11,000	Parkway Holdings Ltd.		8,990
		Industrial Conglomerates
	61,000	Fraser & Neave Ltd.		107,950
	45,000	Keppel Corp. Ltd.		181,763
				289,713
		Investment Banks/Brokers
	33,490	Singapore Exchange Ltd. (c)		141,832
		Major Banks
	43,413	DBS Group Holdings Ltd.		278,570
	100,093	Oversea-Chinese Banking Corp., Ltd.		397,532
				676,102
		Major Telecommunications
	286,630	Singapore Telecommunications Ltd.		495,625
		Marine Shipping
	20,000	Neptune Orient Lines Ltd. (c)		17,562
		Other Transportation
	81,089	ComfortDelGro Corp., Ltd.		77,775
		Publishing: Newspapers
	64,350	Singapore Press Holdings Ltd. (c)		126,049
		Real Estate Development
	53,000	Capitaland Ltd.		98,804
	22,462	City Developments Ltd. (c)		98,314
	23,683	UOL Group Ltd.		35,513
				232,631
		Real Estate Investment Trusts
	37,000	Ascendas Real Estate Investment Trust		33,489
	33,704	CapitaMall Trust		28,457
				61,946

NUMBER OF SHARES			VALUE
		Regional Banks
	43,508	United Overseas Bank Ltd.	$	337,955
		Specialty Stores
	11,031	Jardine Cycle & Carriage Ltd.		106,398
		Trucks/Construction/ Farm Machinery
	61,000	Cosco Corp Ltd. (c)		42,026
	31,511	SembCorp Industries Ltd.		58,105
	29,400	SembCorp Marine Ltd. (c)		41,901
				142,032
		Total Singapore		2,875,610
		Spain (3.9%)
		Apparel/Footwear Retail
	6,609	Industria de Diseno Textil, S.A. (c)		283,230
		Building Products
	1,651	Zardoya Otis S.A.		33,968
		Electric Utilities
	49,901	Iberdola S.A.		396,144
	5,356	Union Fenosa S.A.		50,314
				446,458
		Engineering & Construction
	450	Acciona S.A. (c)		46,500
	2,593	ACS, Actividades de Construccion y Servicios, S.A. (c)		130,199
	2,457	Cintra Concesiones de Infraestructuras de Transporte S.A.		13,524
	395	Fomento de Construcciones y Contratas S.A. (c)		14,189
	740	Grupo Ferrovial, S.A. (c)		21,609
				226,021
		Gas Distributors
	2,774	Gas Natural SDG, S.A.		44,410
		Information Technology Services
	983	Indra Sistemas, S.A.		19,535

See Notes to Financial Statements
22

Morgan Stanley International Fund

Portfolio of Investments  nApril 30, 2009 (unaudited) continued

NUMBER OF SHARES			VALUE
		Integrated Oil
	12,506	Repsol YPF, S.A.	$	239,431
		Major Banks
	55,517	Banco Bilbao Vizcaya Argentaria, S.A.		608,204
	127,694	Banco Santander S.A. (c)		1,228,282
				1,836,486
		Major Telecommunications
	86,890	Telefonica S.A.		1,656,635
		Other Transportation
	3,568	Abertis Infraestructuras S.A.		64,203
		Property - Casualty Insurers
	8,559	Mapfre S.A.		24,574
		Real Estate Development
	891	Sacyr Vallehermoso S.A. (c)		9,219
		Regional Banks
	15,488	Banco Popular Espanol S.A. (c)		128,896
		Steel
	2,064	Acerinox, S.A. (c)		31,733
		Total Spain		5,044,799
		Sweden (2.3%)
		Apparel/Footwear Retail
	6,458	Hennes & Mauritz AB (B Shares) (c)		291,015
		Broadcasting
	1,407	Modern Times Group AB (B Shares) (c)		38,567
		Electronics/Appliances
	4,900	Electrolux AB (B Shares)		56,039
		Engineering & Construction
	7,162	Skanska AB (B Shares) (c)		78,125
		Financial Conglomerates
	8,327	Investor AB-B Shares		121,629
		Household/Personal Care
	12,558	Svenska Cellulosa AB (B Shares)		122,546

NUMBER OF SHARES			VALUE
		Industrial Machinery
	4,590	Alfa Laval AB (c)	$	41,225
	5,940	Assa Abloy AB (B Shares) (c)		70,702
	26,920	Atlas Copco AB (A Shares) (c)		253,493
	7,444	Atlas Copco AB (B Shares) (c)		62,462
	15,445	Sandvik AB (c)		102,719
				530,601
		Major Banks
	5,994	Svenska Handelsbanken AB (A Shares)		105,621
		Major Telecommunications
	3,992	Tele2 AB (B Shares)		38,211
	42,190	TeliaSonera AB (c)		199,822
				238,033
		Medical Specialties
	4,160	Getinge AB (B Shares) (c)		48,740
		Metal Fabrications
	5,000	SKF AB (B Shares)		55,474
		Miscellaneous Commercial Services
	1,600	Securitas AB (B Shares) (c)		13,376
		Oil & Gas Production
	5,026	Lundin Petroleum AB (a)(c)		33,270
		Pulp & Paper
	1,250	Holmen AB (B Shares) (c)		27,892
		Regional Banks
	20,254	Nordea Bank AB (c)		152,578
		Steel
	3,977	SSAB Svenskt Stal AB (Series A) (c)		38,438
		Telecommunication Equipment
	77,884	Telefonaktiebolaget LM Ericsson (B Shares) (c)		687,410
		Tobacco
	6,097	Swedish Match AB (c)		87,730
		Tools/Hardware
	4,900	Husqvarna AB (B Shares) (c)		24,426

See Notes to Financial Statements
23

Morgan Stanley International Fund

Portfolio of Investments  nApril 30, 2009 (unaudited) continued

NUMBER OF SHARES			VALUE
		Trucks/Construction/ Farm Machinery
	11,185	Volvo AB (A Shares) (c)	$	74,387
	16,650	Volvo AB (B Shares) (c)		110,216
				184,603
		Total Sweden		2,936,113
		Switzerland (7.7%)
		Biotechnology
	907	Lonza Group AG (Registered Shares)		83,600
		Building Products
	778	Geberit AG (Registered Shares)		83,502
	969	Schindler Holding AG (Participation Certificates)		51,237
				134,739
		Chemicals: Agricultural
	3,730	Syngenta AG (Registered Shares)		800,675
		Computer Peripherals
	5,081	Logitech Intenational S.A. (Registered Shares) (a)		68,601
		Construction Materials
	3,858	Holcim Ltd. (Registered Shares)		197,573
		Financial Conglomerates
	15,415	UBS AG (Registered Shares)		215,416
		Food: Major Diversified
	88,251	Nestle S.A. (Registered Shares)		2,888,735
		Household/Personal Care
	119	Givaudan S.A. (Registered Shares)		75,799
		Industrial Conglomerates
	29,051	ABB Ltd. (Registered Shares)		416,669
	368	Suite AG (Registered Shares)		20,216
				436,885

NUMBER OF SHARES			VALUE
		Investment Banks/Brokers
	3,415	Julius Baer Holding AG (Registered Shares)	$	113,699
		Life/Health Insurance
	327	Swiss Life Holding AG (Registered Shares) (a)		25,599
		Major Banks
	11,876	Credit Suisse Group (Registered Shares)		464,073
		Major Telecommunications
	491	Swisscom AG (Registered Shares)		128,628
		Medical Specialties
	2,730	Nobel Biocare Holding AG (Registered Shares)		56,114
	178	Straumann Holding AG (Registered Shares)		32,751
				88,865
		Miscellaneous Commercial Services
	22	SGS SA (Registered Shares)		24,807
		Multi-Line Insurance
	489	Baloise Holding AG (Registered Shares)		36,289
	944	Zurich Financial Services AG (Registered Shares)		177,163
				213,452
		Other Consumer Specialties
	7,672	Compagnie Financiere Richemont S.A. (A Bearer Shares)		138,470
	519	Swatch Group AG (Bearer Shares)		72,892
	1,148	Swatch Group AG (Registered Shares)		33,243
				244,605
		Personnel Services
	238	Adecco S.A. (Registered Shares)		9,430

See Notes to Financial Statements
24

Morgan Stanley International Fund

Portfolio of Investments  nApril 30, 2009 (unaudited) continued

NUMBER OF SHARES			VALUE
		Pharmaceuticals: Major
	47,646	Novartis AG (Registered Shares)	$	1,811,746
	14,339	Roche Holding AG		1,815,381
				3,627,127
		Property - Casualty Insurers
	5,169	Swiss Re (Registered Shares)		124,453
		Total Switzerland		9,966,761
		United Kingdom (21.6%)
		Advertising/Marketing Services
	44,383	WPP Group PLC		306,296
		Aerospace & Defense
	58,291	BAE Systems PLC		308,930
	21,833	Cobham PLC		57,007
	10,426	Meggitt PLC		27,801
	2,953,407	Rolls-Royce Group PLC (B Shares)		4,369
	34,423	Rolls-Royce Group PLC (a)		172,121
				570,228
		Airlines
	14,329	British Airways PLC (a)		31,351
		Apparel/Footwear
	7,072	Burberry Group PLC (c)		42,476
		Beverages: Alcoholic
	71,460	Diageo PLC		859,461
	5,402	SABMiller PLC		91,263
				950,724
		Broadcasting
	122,532	ITV PLC		58,006
		Cable/Satellite TV
	32,285	British Sky Broadcasting Group PLC		232,477
		Casino/Gaming
	9,958	Ladbrokes PLC		34,729
		Catalog/Specialty Distribution
	10,876	Home Retail Group PLC		40,505

NUMBER OF SHARES			VALUE
		Chemicals: Major Diversified
	3,408	Johnson Matthey PLC	$	60,802
		Containers/Packaging
	10,347	Rexam PLC		48,446
		Department Stores
	20,267	Marks & Spencer Group PLC		101,564
	3,491	Next PLC		84,438
				186,002
		Electric Utilities
	5,345	International Power PLC		19,649
	63,054	National Grid PLC		526,562
	27,227	Scottish & Southern Energy PLC		446,285
	2,445	United Utilities Group PLC		18,392
				1,010,888
		Engineering & Construction
	6,913	AMEC PLC		63,611
	10,421	Balfour Beatty PLC		51,992
				115,603
		Financial Conglomerates
	147,411	Lloyds TSB Group PLC		244,242
	38,960	Old Mutual PLC		39,365
				283,607
		Financial Publishing/Services
	4,871	Thomson Reuters PLC		126,477
		Food Retail
	25,276	Sainsbury (J) PLC		123,581
	136,872	Tesco PLC		682,771
				806,352
		Food: Major Diversified
	35,154	Unilever PLC		689,590
		Food: Specialty/Candy
	28,434	Cadbury PLC		213,475
	15,534	Tate & Lyle PLC		63,426
				276,901
		Gas Distributors
	53,337	Centrica PLC		179,113

See Notes to Financial Statements
25

Morgan Stanley International Fund

Portfolio of Investments  nApril 30, 2009 (unaudited) continued

NUMBER OF SHARES			VALUE
		Home Building
	1,777	Berkeley Group Holdings PLC (The) (Units) (a)(d)	$	25,776
		Home Improvement Chains
	16,731	Kingfisher PLC		46,062
		Hotels/Resorts/Cruiselines
	2,950	Carnival PLC		81,827
	6,141	InterContinental Hotels Group PLC		58,778
				140,605
		Household/Personal Care
	31,232	Reckitt Benckiser Group PLC		1,232,240
		Industrial Conglomerates
	6,585	Smiths Group PLC		71,454
	18,353	Tomkins PLC		47,310
				118,764
		Information Technology Services
	10,045	Invensys PLC (a)		29,661
	32,901	LogicaCMG PLC		37,478
				67,139
		Integrated Oil
	64,873	BG Group PLC		1,048,955
	352,390	BP PLC		2,515,321
	76,261	Royal Dutch Shell PLC (A Shares)		1,774,614
	50,555	Royal Dutch Shell PLC (B Shares)		1,164,462
				6,503,352
		Investment Banks/Brokers
	1,519	ICAP PLC		8,410
	2,256	INVESTEC PLC		10,930
	869	London Stock Exchange Group PLC (c)		9,629
				28,969
		Investment Managers
	8,313	3i Group PLC		39,476
	38,959	Man Group PLC		146,101
	3,304	Schroders PLC		40,398
				225,975

NUMBER OF SHARES			VALUE
		Life/Health Insurance
	40,126	Aviva PLC	$	187,283
	37,894	Friends Provident PLC		35,990
	29,101	Prudential PLC		169,297
	9,824	Standard Life PLC		27,657
				420,227
		Major Banks
	110,945	Barclays PLC		462,018
	309,886	HSBC Holdings PLC (Registered Shares)		2,202,764
	296,732	Royal Bank of Scotland Group PLC		183,490
	30,177	Standard Chartered PLC		472,318
				3,320,590
		Major Telecommunications
	203,778	BT Group PLC		283,373
		Medical Specialties
	24,066	Smith & Nephew PLC		171,068
		Miscellaneous Commercial Services
	10,926	Experian Group Ltd.		72,735
	4,556	G4S PLC		12,732
	1,852	Serco Group PLC		10,062
				95,529
		Miscellaneous Manufacturing
	8,325	IMI PLC		44,121
		Multi-Line Insurance
	103,000	Legal & General Group PLC		88,834
	22,023	Royal & Sun Alliance Insurance Group PLC		42,745
				131,579
		Other Metals/Minerals
	11,974	Anglo American PLC		262,873
	19,371	BHP Billiton PLC		408,070
	8,895	Rio Tinto PLC		365,027
	6,001	Xstrata PLC		53,932
				1,089,902

See Notes to Financial Statements
26

Morgan Stanley International Fund

Portfolio of Investments  nApril 30, 2009 (unaudited) continued

NUMBER OF SHARES			VALUE
		Other Transportation
	9,153	FirstGroup PLC	$	45,090
	9,091	Stagecoach Group PLC		17,652
				62,742
		Packaged Software
	40,613	Sage Group PLC (The)		111,450
		Personnel Services
	1,773	Capita Group PLC		17,954
	4,987	Hays PLC		6,658
				24,612
		Pharmaceuticals: Major
	35,305	AstraZeneca PLC		1,245,653
	126,426	GlaxoSmithKline PLC		1,961,934
				3,207,587
		Publishing: Books/Magazines
	15,834	Pearson PLC		165,491
	21,662	Reed Elsevier PLC		161,673
				327,164
		Publishing: Newspapers
	7,603	Daily Mail and General Trust PLC (c)		37,229
	6,167	United Business Media Ltd		42,035
				79,264
		Pulp & Paper
	7,123	Bunzl PLC		57,798
		Restaurants
	33,482	Compass Group PLC		160,483
	3,327	Whitbread PLC		46,290
				206,773
		Tobacco
	41,375	British American Tobacco PLC		1,003,205
	14,505	Imperial Tobacco Group PLC		332,814
				1,336,019
		Utilities
	9,128	Severn Trent PLC		141,517

NUMBER OF SHARES			VALUE
		Wholesale Distributors
	1,116	Wolseley PLC	$	20,241
		Wireless Telecommunications
	1,335,634	Vodafone Group PLC		2,463,919
		Total United Kingdom		28,034,930
		United States (0.1%)
		Medical Specialties
	1,207	Synthes, Inc.		122,672
		Total Common Stocks (Cost $152,833,744)		122,477,971
		Preferred Stocks (0.8%)
		Brazil (0.7%)
		Electric Utilities
	5,392	Centrais Eletricas Brasileiras S.A. (Class B)		69,514
	3,421	Companhia Energetica de Minas Gerais		41,340
				110,854
		Food: Meat/Fish/Dairy
	22,666	Sadia S.A.		43,593
		Industrial Conglomerates
	12,055	Itausa - Investimentos Itau S.A.		51,547
		Integrated Oil
	16,341	Petroleo Brasileiro S.A.		221,120
		Investment Banks/Brokers
	1,172	Bradespar S.A.		14,638
		Regional Banks
	10,097	Banco Bradesco S.A.		125,466
	9,780	Banco Itau Holding Financeira S.A.		135,824
				261,290
		Specialty Telecommunications
	2,819	Tele Norte Leste Participacoes S.A.		44,198

See Notes to Financial Statements
27

Morgan Stanley International Fund

Portfolio of Investments  nApril 30, 2009 (unaudited) continued

NUMBER OF SHARES			VALUE
		Steel
	10,148	Companhia Vale do Rio Doce (Class A)	$	142,511
	3,194	Gerdau S.A.		22,938
	1,466	Metalurgica Gerdau S.A.		13,917
	1,607	Usinas Siderurgicas de Minas Gerais S.A. (Class A)		23,838
				203,204
		Total Brazil		950,444
		Germany (0.1%)
		Electric Utilities
	253	RWE AG NV		15,740
		Household/Personal Care
	1,544	Henkel AG & Co. KGaA - Vorzug (c)		41,940
		Motor Vehicles
	731	Porsche Automobil Holding SE		52,799
	552	Volkswagen AG		35,057
				87,856
		Total Germany		145,536
		Total Preferred Stocks (Cost $1,220,855)		1,095,980
NUMBER OF RIGHTS
		Rights (0.0%)
		Australia (0.0%)
		Steel
	8,237	Onesteel Ltd.		2,574
		Belguim (0.0%)
		Financial Conglomerates
	25,770	FORTIS GROUP RTS (a)		0
		Japan (0.0%)
		Other Metals/Minerals
	22,095	Dowa Mining Co. (a)(e)		0
		Total Rights (Cost $0)		2,574

NUMBER OF WARRANTS			EXPIRATION DATE	VALUE
		Malaysia (0.0%)
		Hotels/Resorts/ Cruiselines
	12,370	IJM LAND BHD WARRANT (Cost $6,453)	09/11/13	$	1,355

PRINCIPAL AMOUNT IN THOUSANDS
		Short-Term Investments (22.9%)
		Securities Held as Collateral on Loaned Securities (20.1%)
		Repurchase Agreements (3.1%)
$	1,069	Barclays (0.60%, dated 04/30/09, due 05/01/09; proceeds $1,069,380; fully collateralized by common stock at the date of this Portfolio of Investments as follow: Hasbro, Inc.; valued at $1,122,851)	1,069,362
	1,069	Citigroup (0.60%, dated 04/30/09; due 05/01/09; proceeds $1,069,380; fully collateralized by convertible preferred stock at the date of this Portfolio of Investments as follow: CIT Group Inc.; valued at $1,123,543)	1,069,362
	1,578	Bank of America Securities LLC (0.18%, dated 04/30/09, due 05/01/09; proceeds $1,577,816; fully collateralized by U.S. government agency security at the date of this Portfolio of Investments as follows: GNMA 6.00% due 10/20/38; valued at $1,609,365)	1,577,809

See Notes to Financial Statements
28

Morgan Stanley International Fund

Portfolio of Investments  nApril 30, 2009 (unaudited) continued

PRINCIPAL AMOUNT IN THOUSANDS					VALUE
$	356		Bank of America Securities LLC (0.30%, dated 04/30/09, due 05/01/09; proceeds $356,457; fully collateralized by commercial paper at the date of this Portfolio of Investments as follows: Bank of New Zealand International Funding Ltd. 1.249%, due 09/17/09; valued at $363,583)		$	356,454
			Total Repurchase Agreements (Cost $4,072,987)			4,072,987
NUMBER OF SHARES (000)
		Investment Company (f) (17.0%)
	22,030		Morgan Stanley Institutional Liquidity Funds - Money Market Portfolio - Institutional Class (Cost $22,030,006)			22,030,006
			Total Securities Held as Collateral on Loan Securities(Cost $22,876,385)			26,102,993
		Investment Company (f) (2.8%)
	3,559		Morgan Stanley Institutional Liquidity Funds - Money Market Portfolio - Institutional Class (Cost $3,558,807)			3,558,807
			Total Short-Term Investments (Cost $27,619,526)			29,661,800
	Total Investments (Cost $183,722,852) (g)(h)		118.1	%		153,239,680
	Liabilities in Excess of Other Assets		(18.1	)		(23,507,491	)
	Net Assets		100.0	%	$	129,732,189

  ADR  American Depositary Receipt.

  CDI  CHESS Depositary Interest.

  GDR  Global Depositary Receipt.

  PPS  Price Protected Share.

  VVPR  A tax recovery coupon, when presented with the corresponding share dividend coupon, there's a reduction in the Belgian tax rate, applicable to individual tax payers resident of Belgium and non-profit organizations.

  (a)  Non-income producing security.

  (b)  Comprised of securities in separate entities that are traded as a single stapled security.

  (c)  All or a portion of this security was on loan at April 30, 2009.

  (d)  Consists of one or more class of securities traded together as a unit; stocks with attached warrants.

  (e)  Security with total market value equal to $0 has been valued at it's fair value as determined in good faith under procedures established by and under the general supervision of the Fund's Trustees. Such fair value measurements may be level 2 measurements if observable inputs are available. See Note 9.

  (f)  See Note 4 to the financial statements regarding investments in Morgan Stanley Institutional Liquidity Fund's - Money Market Portfolio - Institutional Class.

  (g)  Securities have been designated as collateral in connection with open forward foreign currency and futures contracts.

  (h)  The aggregate cost for federal income tax purposes approximates the aggregate cost for book purposes. The aggregate gross unrealized appreciation is $6,618,491 and the aggregate gross unrealized depreciation is $37,101,663, resulting in net unrealized deprecation of $30,483,172.

See Notes to Financial Statements
29

Morgan Stanley International Fund

Portfolio of Investments  nApril 30, 2009 continued

Futures Contracts Open at April 30, 2009:

NUMBER OF CONTRACTS	LONG/SHORT	DESCRIPTION, DELIVERY, MONTH AND YEAR	UNDERLYING FACE AMOUNT AT VALUE		UNREALIZED APPRECIATION
36	Long	H-SHARES Index Future May/2009	$	2,101,225	$	82,389
186	Long	SGX CNX NIFTY Index Future May/2009		1,297,164		22,594
8	Long	TOPIX Index Future June/2009		682,215		10,450
8	Long	FTSE 100 Index Future June/2009		497,892		51,889
19	Long	MSCI TAIWAN Index Future May/2009		442,320		44,065
	Total Unrealized Appreciation				$	211,387

Forward Foreign Currency Contracts Open at April 30, 2009:

CONTRACTS TO DELIVER		IN EXCHANGE FOR		DELIVERY DATE	UNREALIZED APPRECIATION (DEPRECIATION)
$	4,170,336	AUD	5,727,894	5/14/09	$	(11,748	)
EUR	5,170,804	$	6,860,865	5/14/09		19,651
$	24,662,066	EUR	18,602,351	5/14/09		(50,290	)
EUR	29,547,374	$	39,170,954	5/14/09		78,402
$	28,107,387	EUR	21,173,013	5/14/09		(94,504	)
$	9,036,744	EUR	6,814,013	5/14/09		(21,488	)
EUR	5,306,988	$	7,044,231	5/14/09		22,838
EUR	550,682	$	731,058	5/14/09		2,480
$	2,533,600	EUR	1,908,765	5/14/09		(8,214	)
$	4,431,401	EUR	3,337,060	5/14/09		(16,316	)
EUR	3,310,434	$	4,390,298	5/14/09		10,439
GBP	1,246,424	$	1,857,784	5/14/09		13,925
GBP	757,145	$	1,127,358	5/14/09		7,299
GBP	966,141	$	1,440,133	5/14/09		10,902
$	2,806,673	GBP	1,880,959	5/14/09		(24,132	)
GBP	1,722,541	$	2,533,600	5/14/09		(14,591	)
HKD	33,816,277	$	4,363,728	5/14/09		(148	)
JPY	160,060,131	$	1,602,765	5/14/09		(20,559	)
JPY	380,642,715	$	3,812,527	5/14/09		(47,939	)
SGD	1,423,786	$	950,585	5/14/09		(11,065	)
			Net Unrealized Depreciation		$	(155,058	)

See Notes to Financial Statements
30

Morgan Stanley International Fund

Summary of Investments  nApril 30, 2009 (unaudited)

INDUSTRY	VALUE		PERCENT OF TOTAL INVESTMENTS
Major Banks	$	11,114,541		8.7	%
Integrated Oil		10,076,604		7.9
Pharmaceuticals: Major		9,172,734		7.2
Electric Utilities		5,030,779		4.0
Major Telecommunications		4,996,878		3.9
Food: Major Diversified		4,627,283		3.6
Motor Vehicles		4,516,730		3.6
Other Metals/Minerals		3,939,847		3.1
Industrial Conglomerates		3,614,358		2.8
Short -Term Investment		3,558,807		2.8
Electronic Equipment/ Instruments		2,984,302		2.3
Real Estate Development		2,648,290		2.1
Food Retail		2,617,405		2.1
Wireless Telecommunications		2,601,375		2.0
Household/Personal Care		2,167,828		1.7
Telecommunication Equipment		2,023,724		1.6
Chemicals: Agricultural		1,860,996		1.5
Wholesale Distributors		1,830,916		1.4
Beverages: Alcoholic		1,806,956		1.4
Steel		1,731,853		1.4
Tobacco		1,654,169		1.3
Regional Banks		1,641,953		1.3
Financial Conglomerates		1,609,219		1.3
Industrial Machinery		1,592,940		1.3
Gas Distributors		1,586,309		1.2
Engineering & Construction		1,583,248		1.2
Pharmaceuticals: Other		1,564,358		1.2
Chemicals: Specialty		1,484,554		1.2
Railroads		1,361,673		1.1
Investment Banks/Brokers		1,288,510		1.0
Electronics/Appliances		1,189,434		0.9
Electrical Products		1,039,202		0.8
Apparel/Footwear Retail		1,018,613		0.8
Trucks/Construction/ Farm Machinery		932,717		0.7
Electronic Components		827,714		0.7

INDUSTRY	VALUE		PERCENT OF TOTAL INVESTMENTS
Medical Specialties	$	798,283		0.6	%
Information Technology Services		783,000		0.6
Property - Casualty Insurers		780,453		0.6
Chemicals: Major Diversified		776,562		0.6
Life/Health Insurance		759,981		0.6
Aerospace & Defense		717,122		0.6
Packaged Software		707,620		0.6
Department Stores		707,242		0.6
Recreational Products		690,857		0.5
Food: Specialty/Candy		683,166		0.5
Apparel/Footwear		616,133		0.5
Home Building		615,359		0.5
Publishing: Books/ Magazines		596,920		0.5
Auto Parts: O.E.M.		568,356		0.4
Construction Materials		566,534		0.4
Miscellaneous Commercial Services		508,394		0.4
Multi-Line Insurance		504,288		0.4
Building Products		500,043		0.4
Media Conglomerates		500,023		0.4
Electronic Production Equipment		494,183		0.4
Metal Fabrications		484,735		0.4
Industrial Specialties		472,218		0.4
Oil Refining/Marketing		461,968		0.4
Automotive Aftermarket		408,169		0.3
Pulp & Paper		396,183		0.3
Real Estate Investment Trusts		390,051		0.3
Air Freight/Couriers		357,170		0.3
Advertising/Marketing Services		354,962		0.3
Semiconductors		331,622		0.3
Food: Meat/Fish/Dairy		324,810		0.3
Oil & Gas Production		314,759		0.2
Airlines		309,996		0.2

See Notes to Financial Statements
31

Morgan Stanley International Fund

Summary of Investments  nApril 30, 2009 (unaudited) continued

INDUSTRY	VALUE		PERCENT OF TOTAL INVESTMENTS
Other Transportation	$	301,390		0.2	%
Marine Shipping		291,349		0.2
Hotels/Resorts/ Cruiselines		287,845		0.2
Precious Metals		277,876		0.2
Investment Managers		266,605		0.2
Other Consumer Specialties		260,858		0.2
Textiles		244,627		0.2
Cable/Satellite Tv	��	232,477		0.2
Publishing: Newspapers		211,843		0.2
Biotechnology		211,112		0.2
Water Utilities		207,625		0.2
Restaurants		206,773		0.2
Containers/Packaging		204,012		0.2
Specialty Insurance		198,008		0.2
Broadcasting		193,748		0.2
Commercial Printing/ Forms		193,597		0.2
Computer Processing Hardware		191,645		0.2
Oilfield Services/ Equipment		190,115		0.1
Casino/Gaming		157,105		0.1
Specialty Stores		142,750		0.1
Utilities		141,517		0.1
Movies/Entertainment		135,286		0.1
Discount Stores		129,699		0.1
Electronics/Appliance Stores		126,597		0.1
Financial Publishing/ Services		126,477		0.1
Other Consumer Services		108,238		0.1
Agricultural Commodities/ Milling		106,495		0.1
Miscellaneous Manufacturing		104,454		0.1
Internet Software/Services		104,309		0.1
Finance/Rental/Leasing		96,770		0.1
Medical/Nursing Services		82,382		0.1

INDUSTRY	VALUE			PERCENT OF TOTAL INVESTMENTS
Office Equipment/Supplies	$	71,265			0.1	%
Computer Peripherals		68,601			0.1
Coal		64,614			0.1
Contract Drilling		47,986			0.0
Beverages: Non-Alcoholic		46,300			0.0
Home Improvement Chains		46,062			0.0
Specialty Telecommunications		44,198			0.0
Personnel Services		43,160			0.0
Aluminum		42,037			0.0
Catalog/Specialty Distribution		40,505			0.0
Trucking		38,481			0.0
Tools/Hardware		24,426			0.0
Medical Distributors		20,593			0.0
Investment Trusts/ Mutual Funds		17,904			0.0
Hospital/Nursing Management		8,990			0.0
	$	127,136,687	^		100.0	%

  ^  Does not include open long futures contracts with underlying face amount of $5,020,816 and net unrealized appreciation of $211,387 and open forward foreign currency contracts with net unrealized depreciation of $155,058, also does not reflect the value of securities held as collateral on loaned securities.

Currency Abbreviations:

AUD  Australian Dollar.

GBP  British Pound.

EUR  Euro.

HKD  Hong Kong Dollar.

JPY  Japanese Yen.

SGD  Singapore Dollar.

See Notes to Financial Statements
32

Morgan Stanley International Fund

Financial Statements

Statement of Assets and Liabilities

April 30, 2009 (unaudited)

Assets:
Investments in securities, at value (cost $158,134,039)(Including $24,866,874 of securities loaned)	$	127,650,867
Investment in affiliate, at value (cost $25,588,813)		25,588,813
Unrealized appreciation on open forward foreign currency contracts		165,936
Cash (including $951,480 in foreign currency, at value with cost of $951,273 and $400,489 in segregation)		1,576,204
Receivable for:
Dividends		711,627
Variation margin		286,636
Foreign withholding taxes reclaimed		248,080
Shares of beneficial interest sold		29,977
Dividends from affiliate		680
Prepaid expenses and other assets		578,200
Total Assets		156,837,020
Liabilities:
Collateral on securities loaned at value		26,102,993
Unrealized depreciation on open forward foreign currency contracts		320,994
Payable for:
Shares of beneficial interest redeemed		364,466
Investment advisory fee		66,852
Distribution fee		47,172
Administration fee		8,309
Transfer agent fee		5,644
Accrued expenses and other payables		188,401
Total Liabilities		27,104,831
Net Assets	$	129,732,189
Composition of Net Assets:
Paid-in-capital	$	191,390,372
Net unrealized depreciation		(30,422,350	)
Accumulated undistributed net investment income		1,745,729
Accumulated net realized loss		(32,981,562	)
Net Assets	$	129,732,189
Class A Shares:
Net Assets	$	93,873,848
Shares Outstanding (unlimited authorized, $.01 par value)		10,635,792
Net Asset Value Per Share	$	8.83
Maximum Offering Price Per Share, (net asset value plus 5.54% of net asset value)	$	9.32
Class B Shares:
Net Assets	$	20,428,922
Shares Outstanding (unlimited authorized, $.01 par value)		2,348,272
Net Asset Value Per Share	$	8.70
Class C Shares:
Net Assets	$	14,525,597
Shares Outstanding (unlimited authorized, $.01 par value)		1,684,007
Net Asset Value Per Share	$	8.63
Class I Shares:
Net Assets	$	779,216
Shares Outstanding (unlimited authorized, $.01 par value)		87,724
Net Asset Value Per Share	$	8.88
Class R Shares:
Net Assets	$	62,253
Shares Outstanding (unlimited authorized, $.01 par value)		7,072
Net Asset Value Per Share	$	8.80
Class W Shares:
Net Assets	$	62,354
Shares Outstanding (unlimited authorized, $.01 par value)		7,072
Net Asset Value Per Share	$	8.82

See Notes to Financial Statements
33

Morgan Stanley International Fund

Financial Statements continued

Statement of Operations

For the year ended April 30, 2009 (unaudited)

Net Investment Income: Income
Dividends (net of $305,645 foreign withholding tax)	$	2,085,973
Income from securities loaned – net		83,641
Dividends from affiliate		33,415
Total Income		2,203,029
Expenses
Investment advisory fee		433,115
Transfer agent fees and expenses		164,912
Custodian fees		144,186
Professional fees		121,611
Distribution fee (Class A shares)		116,952
Distribution fee (Class B shares)		118,806
Distribution fee (Class C shares)		72,795
Distribution fee (Class R shares)		149
Distribution fee (Class W shares)		104
Administration fee		53,307
Registration fees		44,953
Shareholder reports and notices		19,301
Trustees' fees and expenses		1,642
Other		68,139
Total Expenses		1,359,972
Less: rebate from Morgan Stanley affiliated cash sweep (Note 4)		(3,724	)
Net Expenses		1,356,248
Net Investment Income		846,781
Realized and Unrealized Gain (Loss): Realized Loss on:
Investments		(17,666,781	)
Futures contracts		(701,813	)
Foreign exchange transactions		(593,653	)
Net Realized Loss		(18,962,247	)
Change in Unrealized Appreciation/Depreciation on:
Investments		8,159,929
Futures contracts		140,457
Translation of forward foreign currency contracts, other assets and liabilities denominated in foreign currencies		851,423
Net Change in Unrealized Appreciation/Depreciation		9,151,809
Net Loss		(9,810,438	)
Net Decrease	$	(8,963,657	)

See Notes to Financial Statements
34

Morgan Stanley International Fund

Financial Statements continued

Statements of Changes in Net Assets

	FOR THE SIX MONTHS ENDED APRIL 30, 2009			FOR THE YEAR ENDED OCTOBER 31, 2008
	(unaudited)
Increase (Decrease) in Net Assets: Operations:
Net investment income	$	846,781		$	4,046,690
Net realized gain (loss)		(18,962,247	)		15,466,810
Net change in unrealized appreciation/depreciation		9,151,809			(162,790,187	)
Net Decrease		(8,963,657	)		(143,276,687	)
Dividends to Shareholders from Net Investment Income:
Class A shares		—			(3,252,306	)
Class B shares		—			(620,256	)
Class C shares		—			(403,193	)
Class I shares		—			(405,123	)
Total Dividends		—			(4,680,878	)
Net decrease from transactions in shares of beneficial interest		(22,983,860	)		(43,013,851	)
Net Decrease		(31,947,517	)		(190,971,416	)
Net Assets:
Beginning of period		161,679,706			352,651,122
End of Period (Including accumulated undistributed net investment income of $1,745,729 and $898,948, respectively)	$	129,732,189		$	161,679,706

See Notes to Financial Statements
35

Morgan Stanley International Fund

Notes to Financial Statements  nApril 30, 2009 (unaudited)

1. Organization and Accounting Policies

Morgan Stanley International Fund (the "Fund") is registered under the Investment Company Act of 1940, as amended (the "Act"), as a diversified, open-end management investment company. The Fund's investment objective is long-term capital growth. The Fund was organized as a Massachusetts business trust on October 23, 1998 and commenced operations June 28, 1999. On March 31, 2008, the Fund commenced offering Class R and Class W shares.

The Fund offers Class A, Class B, Class C, Class I, Class R and Class W shares. The six classes are substantially the same except that most Class A shares are subject to a sales charge imposed at the time of purchase and some Class A shares, and most Class B shares and Class C shares are subject to a contingent deferred sales charge imposed on shares redeemed within eighteen months, six years and one year, respectively. Class I, Class R and Class W shares are not subject to a sales charge. Additionally, Class A, Class B, Class C, Class R and Class W shares incur distribution expenses.

The Fund will assess a 2% redemption fee, on Class A, Class B, Class C, Class I, Class R and Class W shares, which is paid directly to the Fund, for shares redeemed or exchanged within thirty days of purchase, subject to certain exceptions. The redemption fee is designed to protect the Fund and its remaining shareholders from the effects of short-term trading.

The following is a summary of significant accounting policies:

A. Valuation of Investments — (1) for equity securities traded on foreign exchanges, the last reported sale price or the latest bid price may be used if there were no sales on a particular day; (2) an equity portfolio security listed or traded on the New York Stock Exchange ("NYSE") or American Stock Exchange or other exchange is valued at its latest sale price prior to the time when assets are valued; if there were no sales that day, the security is valued at the mean between the last reported bid and asked price; (3) an equity portfolio security listed or traded on the Nasdaq is valued at the Nasdaq Official Closing Price; if there were no sales that day, the security is valued at the mean between the last reported bid and asked price; (4) all other portfolio securities for which over-the-counter market quotations are readily available are valu ed at the mean between the last reported bid and asked price. In cases where a security is traded on more than one exchange, the security is valued on the exchange designated as the primary market; (5) futures are valued at the latest price published by the commodities exchange on which they trade; (6) when market quotations are not readily available including circumstances under which Morgan Stanley Investment Advisors Inc. (the "Investment Adviser") determines that the latest sale price, the bid price or the mean between the last reported bid and asked price do not reflect a security's market value, portfolio securities are valued at their fair value as determined in good faith under procedures established by and under the general supervision of the Fund's Trustees. Occasionally, developments affecting the closing prices of securities and other assets may occur between the times at which valuations of such securities are determined (that is,

36

Morgan Stanley International Fund

Notes to Financial Statements  nApril 30, 2009 (unaudited) continued

close of the foreign market on which the securities trade) and the close of business on the NYSE. If developments occur during such periods that are expected to materially affect the value of such securities, such valuations may be adjusted to reflect the estimated fair value of such securities as of the close of the NYSE, as determined in good faith by the Fund's Trustees or by the Investment Adviser using a pricing service and/or procedures approved by the Trustees of the Fund; (7) certain portfolio securities may be valued by an outside pricing service approved by the Fund's Trustees; (8) investments in open-end mutual funds, including the Morgan Stanley Institutional Liquidity Funds, are valued at the net asset value as of the close of each business day; and (9) short-term debt securities having a maturity date of more than sixty days at time of purchase are valued on a mark-to-market basis until sixty days prior to maturity and thereafter at amortized cost based on their value on the 61st day. Short-term debt securities having a maturity date of sixty days or less at the time of purchase are valued at amortized cost, which approximates market value.

B. Accounting for Investments — Security transactions are accounted for on the trade date (date the order to buy or sell is executed). Realized gains and losses on security transactions are determined by the identified cost method. Dividend income and other distributions are recorded on the ex-dividend date except for certain dividends on foreign securities which are recorded as soon as the Fund is informed after the ex-dividend date. Discounts are accreted and premiums are amortized over the life of the respective securities and are included in interest income. Interest income is accrued daily.

C. Multiple Class Allocations — Investment income, expenses (other than distribution fees), and realized and unrealized gains and losses are allocated to each class of shares based upon the relative net asset value on the date such items are recognized. Distribution fees are charged directly to the respective class.

D. Futures Contracts — A futures contract is an agreement between two parties to buy and sell financial instruments or contracts based on financial indices at a set price on a future date. Upon entering into such a contract, the Fund is required to pledge to the broker cash, U.S. Government securities or other liquid portfolio securities equal to the minimum initial margin requirements of the applicable futures exchange. Pursuant to the contract, the Fund agrees to receive from or pay to the broker an amount of cash equal to the daily fluctuation in the value of the contract. Such receipts or payments known as variation margin are recorded by the Fund as unrealized gains and losses. Upon closing of the contract, the Fund realizes a gain or loss equal to the difference between the value of the contract at the time it was opened and the value at th e time it was closed.

E. Foreign Currency Translation and Forward Foreign Currency Contracts — The books and records of the Fund are maintained in U.S. dollars as follows: (1) the foreign currency market value of investment securities, other assets and liabilities and forward foreign currency contracts ("forward contracts") are translated at the exchange rates prevailing at the end of the period; and (2) purchases,

37

Morgan Stanley International Fund

Notes to Financial Statements  nApril 30, 2009 (unaudited) continued

sales, income and expenses are translated at the exchange rates prevailing on the respective dates of such transactions. The resultant exchange gains and losses are recorded as realized and unrealized gains/losses on foreign exchange transactions. Pursuant to U.S. federal income tax regulations, certain foreign exchange gains/losses included in realized and unrealized gains/losses are included in or are a reduction of ordinary income for federal income tax purposes. The Fund does not isolate that portion of the results of operations arising as a result of changes in the foreign exchange rates from the changes in the market prices of the securities. Forward contracts are valued daily at the appropriate exchange rates. The resultant unrealized exchange gains and losses are recorded as unrealized foreign currency gains or losses. The Fund records realized gains or losses on delivery of the currency or at the time the forward contra ct is extinguished (compensated) by entering into a closing transaction prior to delivery.

F. Security Lending — The Fund may lend securities to qualified financial institutions, such as broker-dealers, to earn additional income. Any increase or decrease in the fair value of the securities loaned that might occur and any interest earned or dividends declared on those securities during the term of the loan would remain in the Fund. The Fund receives cash or securities as collateral in an amount equal to or exceeding 100% of the current fair value of the loaned securities. The collateral is marked-to-market daily, by the securities lending agent, to ensure that a minimum of 100% collateral coverage is maintained.

Based on pre-established guidelines, the securities lending agent invests any cash collateral that is received in high-quality short-term investments. Securities lending income is generated from the earnings on the invested collateral and borrowing fees, less any rebates owed to the borrowers and compensation to the lending agent.

The value of loaned securities and related collateral outstanding at April 30, 2009 are $24,866,874 and $26,201,886, respectively. The Fund received cash collateral of $26,102,993 which was subsequently invested in Repurchase Agreements and Morgan Stanley Institutional Liquidity Funds as reported in the Portfolio of Investments. The remaining collateral of $98,893 received in the form of common stocks, which the Fund cannot sell or re-pledge and accordingly are not reflected in the Portfolio of Investments. The Fund has the right under the lending agreement to recover the securities from the borrower on demand.

G. Federal Income Tax Policy — It is the Fund's policy to comply with the requirements of Subchapter M of the Internal Revenue Code applicable to regulated investment companies and to distribute substantially all of its taxable income to its shareholders. Therefore, no federal income tax provision is required. The Fund files tax returns with the U.S. Internal Revenue Service, New York State and New York City. The Fund follows the provisions of the Financial Accounting Standards Board ("FASB") Interpretation No. 48 ("FIN 48") Accounting for Uncertainty in Income Taxes. FIN 48 sets forth a minimum threshold for financial statement recognition of the benefit of a tax position taken or expected to be t aken in a tax return. There are no unrecognized tax benefits in the accompanying

38

Morgan Stanley International Fund

Notes to Financial Statements  nApril 30, 2009 (unaudited) continued

financial statements. If applicable, the Fund recognizes interest accrued related to unrecognized tax benefits in interest expense and penalties in other expenses in the Statement of Operations. Each of the tax years in the four year period ended October 31, 2008, remains subject to examination by taxing authorities.

H. Dividends and Distributions to Shareholders — Dividends and distributions to shareholders are recorded on the ex-dividend date.

I. Use of Estimates — The preparation of financial statements in accordance with generally accepted accounting principles in the United States requires management to make estimates and assumptions that affect the reported amounts and disclosures. Actual results could differ from those estimates.

2. Investment Advisory/Administration Agreements

Pursuant to an Investment Advisory Agreement with the Investment Adviser, the Fund pays an advisory fee, accrued daily and payable monthly, by applying the following annual rates to the net assets of the Fund determined as of the close of each business day: 0.65% to the portion of the daily net assets not exceeding $1 billion and 0.60% to the portion of the daily net assets in excess of $1 billion.

Pursuant to an Administration Agreement with Morgan Stanley Services Company Inc. ("the Administrator"), an affiliate of the Investment Adviser, the Fund pays an administration fee, accrued daily and payable monthly, by applying the annual rate of 0.08% to the Fund's daily net assets.

Under an agreement between the Administrator and State Street Bank and Trust Company ("State Street"), State Street provides certain administrative services to the Fund. For such services, the Administrator pays State Street a portion of the fee the Administrator receives from the Fund.

3. Plan of Distribution

Shares of the Fund are distributed by Morgan Stanley Distributors Inc. (the "Distributor"), an affiliate of the Investment Adviser and Administrator. The Fund has adopted a Plan of Distribution (the "Plan") pursuant to Rule 12b-1 under the Act. The Plan provides that the Fund will pay the Distributor a fee which is accrued daily and paid monthly at the following annual rates: (i) Class A — up to 0.25% of the average daily net assets of Class A shares; (ii) Class B — up to 1.0% of the average daily net assets of Class B shares; (iii) Class C — up to 1.0% of the average daily net assets of Class C shares; (iv) Class R — up to 0.50% of the average daily net assets of Class R shares; and (v) Class W — up to 0.35% of the average daily net assets of Class W shares.

In the case of Class B shares, provided that the Plan continues in effect, any cumulative expenses incurred by the Distributor but not yet recovered may be recovered through the payment of future distribution fees

39

Morgan Stanley International Fund

Notes to Financial Statements  nApril 30, 2009 (unaudited) continued

from the Fund pursuant to the Plan and contingent deferred sales charges paid by investors upon redemption of Class B shares. Although there is no legal obligation for the Fund to pay expenses incurred in excess of payments made to the Distributor under the Plan and the proceeds of contingent deferred sales charges paid by investors upon redemption of shares, if for any reason the Plan is terminated, the Trustees will consider at that time the manner in which to treat such expenses. The Distributor has advised the Fund that such excess amounts totaled $17,985,051 at April 30, 2009.

In the case of Class A, Class C, Class R and Class W shares, expenses incurred pursuant to the Plan in any calendar year in excess of 0.25%, 1.00%, 0.50% or 0.35% of the average daily net assets of Class A, Class C, Class R or Class W shares, respectively, will not be reimbursed by the Fund through payments in any subsequent year, except that expenses representing a gross sales credit to Morgan Stanley Financial Advisors and other authorized financial representatives at the time of sale may be reimbursed in the subsequent calendar year. For the six months ended April 30, 2009, the distribution fee was accrued for Class A, Class C, Class R and Class W shares at the annual rate of 0.25%, 1.00%, 0.50% and 0.35%, respectively.

The Distributor has informed the Fund that for the six months ended April 30, 2009, it received contingent deferred sales charges from certain redemptions of the Fund's Class A shares, Class B shares and Class C shares of $253, $26,426 and $504, respectively and received $6,975 in front-end sales charges from sales of the Fund's Class A shares. The respective shareholders pay such charges which are not an expense of the Fund.

4. Security Transactions and Transactions with Affiliates

The Fund invests in Morgan Stanley Institutional Liquidity Funds – Money Market Portfolio – Institutional Class, an open-end management investment company managed by an affiliate of the Investment Adviser, both directly, and as a portion of the securities held as collateral on loaned securities. Investment advisory fees paid by the Fund are reduced by an amount equal to the advisory and administrative service fees paid by Morgan Stanley Institutional Liquidity Funds – Money Market Portfolio – Institutional Class with respect to assets invested by the Fund in Morgan Stanley Institutional Liquidity Funds – Money Market Portfolio – Institutional Class. For the six months ended April 30, 2009, advisory fees paid were reduced by $3,724 relating to the Fund's investment in Morgan Stanley Institutional Liquidity Funds – Money Market Portfolio – Institutional Class. Income distributions earned by the Fund are recorded as "dividends from affiliate" in the Statement of Operations and totaled $33,415 for the six months ended April 30, 2009. During the six months ended April 30, 2009, cost of purchases and sales of investments in Morgan Stanley Institutional Liquidity Funds – Money Market Portfolio – Institutional Class aggregated $19,718,470 and $31,704,201, respectively.

40

Morgan Stanley International Fund

Notes to Financial Statements  nApril 30, 2009 (unaudited) continued

The cost of purchases and proceeds from sales of portfolio securities, excluding short-term investments, for the six months ended April 30, 2009 aggregated $20,613,857 and $35,681,491, respectively.

Morgan Stanley Trust, an affiliate of the Investment Adviser, Administrator, and Distributor, is the Fund's transfer agent.

The Fund has an unfunded Deferred Compensation Plan (the "Compensation Plan") which allows each independent Trustee to defer payment of all, or a portion, of the fees he or she receives for serving on the Board of Trustees. Each eligible Trustee generally may elect to have the deferred amounts credited with a return equal to the total return on one or more of the Morgan Stanley funds that are offered as investment options under the Compensation Plan. Appreciation/depreciation and distributions received from these investments are recorded with an offsetting increase/decrease in the deferred compensation obligation and do not affect the net asset value of the Fund.

5. Purposes of and Risks Relating to Certain Financial Instruments

The Fund may enter into forward contracts for many purposes, including to facilitate settlement of foreign currency denominated portfolio transactions or to manage foreign currency exposure associated with foreign currency denominated securities.

To hedge against adverse interest rate, foreign currency and market risks, the Fund may purchase and sell interest rate, currency and index futures ("futures contracts").

Forward contracts and futures contracts involve elements of market risk in excess of the amounts reflected in the Statement of Assets and Liabilities. The Fund bears the risk of an unfavorable change in the foreign exchange rates underlying the forward contracts or an unfavorable change in the value of the securities underlying the futures contracts. Risks may also arise upon entering into these contracts from the potential inability of the counterparties to meet the terms of their contracts.

The Fund may lend securities to qualified financial institutions, such as broker-dealers, to earn additional income. Risks in securities lending transactions are that a borrower may not provide additional collateral when required or return the securities when due, and that the value of the short-term investments will be less than the amount of cash collateral plus any rebate that is required to be returned to the borrower.

At April 30, 2009, investments in securities of issuers in Japan and the United Kingdom represented 26.8% and 21.6%, respectively, of the Fund's net assets. These investments, as well as other non-U.S. investments, which involve risks and considerations not present with respect to U.S. securities, may be affected by economic or political developments in these countries.

41

Morgan Stanley International Fund

Notes to Financial Statements  nApril 30, 2009 (unaudited) continued

At April 30, 2009, the Fund's cash balance consisted principally of interest bearing deposits with State Street Bank and Trust Company, the Fund's custodian.

6. Shares of Beneficial Interest

Transactions in shares of beneficial interest were as follows:

	FOR THE SIX MONTHS ENDED APRIL 30, 2009						FOR THE YEAR ENDED OCTOBER 31, 2008
	(unaudited)
	SHARES			AMOUNT			SHARES			AMOUNT
CLASS A SHARES
Sold		1,043,225		$	9,072,525			1,856,307		$	26,102,984
Conversion from Class B		44,097			374,622			946,937			14,002,051
Reinvestment of dividends		—			—			193,424			2,970,999
Redeemed		(1,715,248	)		(14,317,879	)		(3,127,917	)		(41,637,171	)
Net decrease — Class A		(627,926	)		(4,870,732	)		(131,249	)		1,438,863
CLASS B SHARES
Sold		115,657			994,825			587,224			8,741,208
Conversion to Class A		(44,653	)		(374,622	)		(953,850	)		(14,002,051	)
Reinvestment of dividends		—			—			35,376			540,896
Redeemed		(1,007,618	)		(8,411,486	)		(2,353,773	)		(31,431,192	)
Net decrease — Class B		(936,614	)		(7,791,283	)		(2,685,023	)		(36,151,139	)
CLASS C SHARES
Sold		117,210			987,549			169,988			2,437,002
Reinvestment of dividends		—			—			24,520			371,732
Redeemed		(261,676	)		(2,151,861	)		(596,305	)		(7,952,119	)
Net decrease — Class C		(144,466	)		(1,164,312	)		(401,797	)		(5,143,385	)
CLASS I SHARES
Sold		6,321			59,492			33,461			425,230
Reinvestment of dividends		—			—			22,722			349,696
Redeemed		(999,566	)		(9,217,025	)		(321,825	)		(4,133,122	)
Net decrease — Class I		(993,245	)		(9,157,533	)		(265,642	)		(3,358,196	)
CLASS R SHARES
Sold		—			—			7,072			100,003
Net increase — Class R		—			—			7,072			100,003
CLASS W SHARES
Sold		—			—			7,072			100,003
Net increase — Class W		—			—			7,072			100,003
Net decrease in Fund		(2,702,251	)	$	(22,983,860	)		(3,469,567	)	$	(43,013,851	)

42

Morgan Stanley International Fund

Notes to Financial Statements  nApril 30, 2009 (unaudited) continued

7. Federal Income Tax Status

The amount of dividends and distributions from net investment income and net realized capital gains are determined in accordance with federal income tax regulations which may differ from generally accepted accounting principles. These "book/tax" differences are either considered temporary or permanent in nature. To the extent these differences are permanent in nature, such amounts are reclassified within the capital accounts based on their federal tax-basis treatment; temporary differences do not require reclassification. Dividends and distributions which exceed net investment income and net realized capital gains for tax purposes are reported as distributions of paid-in-capital.

As of October 31, 2008, the Fund had temporary book/tax differences primarily attributable to the mark-to-market of open forward foreign currency exchange contracts and passive foreign investment companies ("PFICs") and capital loss deferrals on wash sales.

8. Expense Offset

The expense offset represents a reduction of the fees and expenses for interest earned on cash balances maintained by the Fund with the transfer agent.

9. Fair Valuation Measurements

The Fund adopted FASB statement of Financial Accounting Standards No. 157, Fair Value Measurements ("SFAS 157"), effective November 1, 2008. In accordance with SFAS 157, fair value is defined as the price that the Fund would receive to sell an investment or pay to transfer a liability in a timely transaction with an independent buyer in the principal market, or in the absence of a principal market the most advantageous market for the investment or liability. SFAS 157 establishes a three-tier hierarchy to distinguish between (1) inputs that reflect the assumptions market participants would use in pricing an asset or liability developed based on market data obtained from sources independent of the reporting entity (observable inputs) and (2) inputs that reflect the reporting entity' s own assumptions about the assumptions market participants would use in pricing an asset or liability developed based on the best information available in the circumstances (unobservable inputs) and to establish classification of fair value measurements for disclosure purposes. Various inputs are used in determining the value of the Fund's investments. The inputs are summarized in the three broad levels listed below.

•  Level 1 — quoted prices in active markets for identical investments.

•  Level 2 — other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risks, etc.)

•  Level 3 — significant unobservable inputs (including the Fund's own assumptions in determining the fair value of investments)

43

Morgan Stanley International Fund

Notes to Financial Statements  nApril 30, 2009 (unaudited) continued

The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities and the determination of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to each security.

The following is a summary of the inputs used as of April 30, 2009 in valuing the Fund's investments carried at value:

				FAIR VALUE MEASUREMENTS AT APRIL 30, 2009 USING
	TOTAL			QUOTED PRICES IN ACTIVE MARKET FOR IDENTICAL ASSETS (LEVEL 1)		SIGNIFICANT OTHER OBSERVABLE INPUTS (LEVEL 2)			SIGNIFICANT UNOBSERVABLE INPUTS (LEVEL 3)
Investments in Securities	$	153,239,680		$	149,164,119	$	4,075,561			—
Other Financial Instruments*		377,323			211,387		165,936			—
Total	$	153,617,003		$	149,375,506	$	4,241,497			—
Liabilities:
Other Financial Instruments*	($	320,994	)		—	($	320,994	)		—

*  Other financial instruments include futures and forward contracts.

The Fund held one level 3 security with a value of $0 for the entire period.

10. Accounting Pronouncements

On March 19, 2008, FASB released Statement of Financial Accounting Standards No. 161, Disclosures about Derivative Instruments and Hedging Activities, an amendment of FASB Statement No. 133 ("SFAS 161"). SFAS 161 requires qualitative disclosures about objectives and strategies for using derivatives, quantitative disclosures about fair value amounts of gains and losses on derivative instruments, and disclosures about credit-risk related contingent features in derivative agreements. The application of SFAS 161 is required for fiscal years beginning after November 15, 2008 and interim periods within those fiscal years. At this time, management is evaluating the implications of SFAS 161 and its impact on the Fund's financial statements has not been determined.

On April 9, 2009, FASB issued Staff Position 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 ("FSP 157-4"). FSP 157-4 provides additional guidance for estimating fair value in accordance with SFAS 157, when the volume and level of activity for the asset or liability have significantly decreased. FSP 157-4 also requires additional disaggregation of the current SFAS 157 required

44

Morgan Stanley International Fund

Notes to Financial Statements  nApril 30, 2009 (unaudited) continued

disclosures. FSP 157-4 is effective for interim and annual reporting periods ending after June 15, 2009, and shall be applied prospectively. At this time, management is evaluating the implications of FSP 157-4 and the impact it will have on the Fund's financial statements.

In May 2009, the FASB issued Statement of Financial Accounting Standards No. 165 ("SFAS 165"), Subsequent Events, which is intended to establish 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. SFAS 165 is effective for interim or annual financial periods ending after June 15, 2009. Management is currently evaluating the impact that the adoption of SFAS 165 will have on the Fund's financial statement disclosures.

45

Morgan Stanley International Fund

Financial Highlights

Selected ratios and per share data for a share of beneficial interest outstanding throughout each period:

	FOR THE SIX MONTHS ENDED			FOR THE YEAR ENDED OCTOBER 31,
	APRIL 30, 2009			2008			2007			2006			2005			2004
	(unaudited)
Class A Shares
Selected Per Share Data:
Net asset value, beginning of period	$	9.29		$	16.94		$	13.14		$	10.70		$	9.19		$	8.03
Income (loss) from investment operations:
Net investment income(1)		0.06			0.24			0.15			0.14			0.13			0.06
Net realized and unrealized gain (loss)		(0.52	)		(7.61	)		3.86			2.52			1.50			1.20
Total income (loss) from investment operations		(0.46	)		(7.37	)		4.01			2.66			1.63			1.26
Less dividends from net investment income		–			(0.28	)		(0.21	)		(0.22	)		(0.12	)		(0.10	)
Net asset value, end of period	$	8.83		$	9.29		$	16.94		$	13.14		$	10.70		$	9.19
Total Return(2)		(4.95	)%(7)		(44.19	)%		31.03	%		25.21	%		17.65	%		15.89	%
Ratios to Average Net Assets(3):
Total expenses (before expense offset)		1.82	%(5)(8)		1.36	%(5)		1.33	%(4)(5)		1.30	%(4)		1.30	%		1.57	%
Net investment income		1.49	%(5)(8)		1.71	%(5)		1.18	%(4)(5)		1.18	%(4)		1.27	%		0.67	%
Rebate from Morgan Stanley affiliate		0.01	%(5)(8)		0.01	%		0.00	%(6)		–			–			–
Supplemental Data:
Net assets, end of period, in thousands	$	93,874		$	104,619		$	193,043		$	143,730		$	115,680		$	83,766
Portfolio turnover rate		16	%(7)		31	%		22	%		13	%		22	%		33	%

  (1)  The per share amounts were computed using an average number of shares outstanding during the period.

  (2)  Does not reflect the deduction of sales charge. Calculated based on the net asset value as of the last business day of the period.

  (3)  Reflects overall Fund ratios for investment income and non-class specific expenses.

  (4)  If the Fund had borne all its expenses that were reimbursed or waived by the Investment Adviser and Administrator, the annualized expense and net investment income ratios would have been as follows:

PERIOD ENDED	EXPENSE RATIO			NET INVESTMENT INCOME RATIO
October 31, 2007		1.34	%		1.17	%
October 31, 2006		1.32			1.16

  (5)  The ratios reflect the rebate of certain Fund expenses in connection with the investments in Morgan Stanley affiliate during the period. The affect of the rebate on the ratios is disclosed in the above table as "Rebate from Morgan Stanley affiliate".

  (6)  Amount is less than 0.005%

  (7)  Not Annualized.

  (8)  Annualized.

See Notes to Financial Statements
46

Morgan Stanley International Fund

Financial Highlights continued

	FOR THE SIX MONTHS ENDED			FOR THE YEAR ENDED OCTOBER 31,
	APRIL 30, 2009			2008			2007			2006			2005			2004
	(unaudited)
Class B Shares
Selected Per Share Data:
Net asset value, beginning of period	$	9.19		$	16.69		$	12.97		$	10.55		$	9.06		$	7.93
Income (loss) from investment operations:
Net investment income (loss)(1)		0.03			0.13			0.08			0.05			0.05			(0.01	)
Net realized and unrealized gain (loss)		(0.52	)		(7.53	)		3.75			2.49			1.48			1.19
Total income (loss) from investment operations		(0.49	)		(7.40	)		3.83			2.54			1.53			1.18
Less dividends from net investment income		–			(0.10	)		(0.11	)		(0.12	)		(0.04	)		(0.05	)
Net asset value, end of period	$	8.70		$	9.19		$	16.69		$	12.97		$	10.55		$	9.06
Total Return(2)		(5.33	)%(7)		(44.49	)%		29.58	%		24.28	%		16.88	%		14.87	%
Ratios to Average Net Assets(3):
Total expenses (before expense offset)		2.57	%(5)(8)		2.10	%(5)		2.08	%(4)(5)		2.05	%(4)		2.05	%		2.33	%
Net investment income (loss)		0.74	%(5)(8)		0.90	%(5)		0.43	%(4)(5)		0.43	%(4)		0.52	%		(0.09	)%
Rebate from Morgan Stanley affiliate		0.01	%(5)(8)		0.01	%		0.00	%(6)		–			–			–
Supplemental Data:
Net assets, end of period, in thousands	$	20,429		$	30,185		$	99,635		$	166,184		$	163,974		$	193,796
Portfolio turnover rate		16	%(7)		31	%		22	%		13	%		22	%		33	%

  (1)  The per share amounts were computed using an average number of shares outstanding during the period.

  (2)  Does not reflect the deduction of sales charge. Calculated based on the net asset value as of the last business day of the period.

  (3)  Reflects overall Fund ratios for investment income and non-class specific expenses.

  (4)  If the Fund had borne all its expenses that were reimbursed or waived by the Investment Adviser and Administrator, the annualized expense and net investment income ratios would have been as follows:

PERIOD ENDED	EXPENSE RATIO			NET INVESTMENT INCOME RATIO
October 31, 2007		2.09	%		0.42	%
October 31, 2006		2.07			0.41

  (5)  The ratios reflect the rebate of certain Fund expenses in connection with the investments in Morgan Stanley affiliate during the period. The affect of the rebate on the ratios is disclosed in the above table as "Rebate from Morgan Stanley affiliate".

  (6)  Amount is less than 0.005%

  (7)  Not Annualized.

  (8)  Annualized.

See Notes to Financial Statements
47

Morgan Stanley International Fund

Financial Highlights continued

	FOR THE SIX MONTHS ENDED			FOR THE YEAR ENDED OCTOBER 31,
	APRIL 30, 2009			2008			2007			2006			2005			2004
	(unaudited)
Class C Shares
Selected Per Share Data:
Net asset value, beginning of period	$	9.11		$	16.63		$	12.94		$	10.54		$	9.06		$	7.92
Income (loss) from investment operations:
Net investment income (loss)(1)		0.03			0.13			0.06			0.06			0.05			(0.01	)
Net realized and unrealized gain (loss)		(0.51	)		(7.47	)		3.76			2.48			1.47			1.20
Total income (loss) from investment operations		(0.48	)		(7.34	)		3.82			2.54			1.52			1.19
Less dividends from net investment income		–			(0.18	)		(0.13	)		(0.14	)		(0.04	)		(0.05	)
Net asset value, end of period	$	8.63		$	9.11		$	16.63		$	12.94		$	10.54		$	9.06
Total Return(2)		(5.27	)%(7)		(44.50	)%		29.58	%		24.34	%		16.81	%		15.03	%
Ratios to Average Net Assets(3):
Total expenses (before expense offset)		2.57	%(5)(8)		2.07	%(5)		2.08	%(4)(5)		2.04	%(4)		2.05	%		2.31	%
Net investment income (loss)		0.74	%(5)(8)		0.96	%(5)		0.43	%(4)(5)		0.44	%(4)		0.52	%		(0.07	)%
Rebate from Morgan Stanley affiliate		0.01	%(5)(8)		0.01	%		0.00	%(6)		–			–			–
Supplemental Data:
Net assets, end of period, in thousands	$	14,526		$	16,660		$	37,085		$	30,552		$	22,856		$	24,527
Portfolio turnover rate		16	%(7)		31	%		22	%		13	%		22	%		33	%

  (1)  The per share amounts were computed using an average number of shares outstanding during the period.

  (2)  Does not reflect the deduction of sales charge. Calculated based on the net asset value as of the last business day of the period.

  (3)  Reflects overall Fund ratios for investment income and non-class specific expenses.

  (4)  If the Fund had borne all its expenses that were reimbursed or waived by the Investment Adviser and Administrator, the annualized expense and net investment income ratios would have been as follows:

PERIOD ENDED	EXPENSE RATIO			NET INVESTMENT INCOME RATIO
October 31, 2007		2.09	%		0.42	%
October 31, 2006		2.06			0.42

  (5)  The ratios reflect the rebate of certain Fund expenses in connection with the investments in Morgan Stanley affiliate during the period. The affect of the rebate on the ratios is disclosed in the above table as "Rebate from Morgan Stanley affiliate".

  (6)  Amount is less than 0.005%

  (7)  Not Annualized.

  (8)  Annualized.

See Notes to Financial Statements
48

Morgan Stanley International Fund

Financial Highlights continued

	FOR THE SIX MONTHS ENDED			FOR THE YEAR ENDED OCTOBER 31,
	APRIL 30, 2009			2008			2007			2006			2005			2004
	(unaudited)
Class I Shares
Selected Per Share Data:
Net asset value, beginning of period	$	9.33		$	17.00		$	13.23		$	10.76		$	9.24		$	8.07
Income (loss) from investment operations:
Net investment income(1)		0.08			0.27			0.21			0.15			0.15			0.08
Net realized and unrealized gain (loss)		(0.53	)		(7.64	)		3.83			2.57			1.51			1.20
Total income (loss) from investment operations		(0.45	)		(7.37	)		4.04			2.72			1.66			1.28
Less dividends from net investment income		–			(0.30	)		(0.27	)		(0.25	)		(0.14	)		(0.11	)
Net asset value, end of period	$	8.88		$	9.33		$	17.00		$	13.23		$	10.76		$	9.24
Total Return(2)		(4.82	)%(7)		(44.16	)%		31.33	%		25.61	%		18.03	%		15.97	%
Ratios to Average Net Assets(3):
Total expenses (before expense offset)		1.57	%(5)(8)		1.10	%(5)		1.08	%(4)(5)		1.05	%(4)		1.05	%		1.33	%
Net investment income		1.74	%(5)(8)		1.95	%(5)		1.43	%(4)(5)		1.43	%(4)		1.52	%		0.91	%
Rebate from Morgan Stanley affiliate		0.01	%(5)(8)		0.01	%		0.00	%(6)		–			–			–
Supplemental Data:
Net assets, end of period, in thousands	$	779		$	10,085		$	22,888		$	22,974		$	134,631		$	143,890
Portfolio turnover rate		16	%(7)		31	%		22	%		13	%		22	%		33	%

  (1)  The per share amounts were computed using an average number of shares outstanding during the period.

  (2)  Calculated based on the net asset value as of the last business day of the period.

  (3)  Reflects overall Fund ratios for investment income and non-class specific expenses.

  (4)  If the Fund had borne all its expenses that were reimbursed or waived by the Investment Adviser and Administrator, the annualized expense and net investment income ratios would have been as follows:

PERIOD ENDED	EXPENSE RATIO			NET INVESTMENT INCOME RATIO
October 31, 2007		1.09	%		1.42	%
October 31, 2006		1.07			1.41

  (5)  The ratios reflect the rebate of certain Fund expenses in connection with the investments in Morgan Stanley affiliate during the period. The affect of the rebate on the ratios is disclosed in the above table as "Rebate from Morgan Stanley affiliate".

  (6)  Amount is less than 0.005%

  (7)  Not Annualized.

  (8)  Annualized.

See Notes to Financial Statements
49

Morgan Stanley International Fund

Financial Highlights continued

	FOR THE SIX MONTHS ENDED APRIL 30, 2009			FOR THE PERIOD MARCH 31, 2008@@@ THROUGH OCTOBER 31, 2008
	(unaudited)
Class R Shares
Selected Per Share Data:
Net asset value, beginning of period	$	9.28		$	14.14
Loss from investment operations:
Net investment income(1)		0.05			0.15
Net realized and unrealized loss		(0.53	)		(5.01	)
Total loss from investment operations		(0.48	)		(4.86	)
Less dividends from net investment income		–			0.00
Net asset value, end of period	$	8.80		$	9.28
Total Return(2)		(5.07	)%(5)		(34.44	)%(5)
Ratios to Average Net Assets(3):
Total expenses (before expense offset)		2.07	%(4)(6)		1.62	%(4)(6)
Net investment income		1.24	%(4)(6)		1.96	%(4)(6)
Rebate from Morgan Stanley affiliate		0.01	%(4)(6)		0.01	%(8)
Supplemental Data:
Net assets, end of period, in thousands	$	62		$	66
Portfolio turnover rate		16	%(5)		31	%(5)

  @@@  The date shares were first issued.

  (1)  The per share amounts were computed using an average number of shares outstanding during the period.

  (2)  Calculated based on the net asset value as of the last business day of the period.

  (3)  Reflects overall Fund ratios for investment income and non-class specific expenses.

  (4)  The ratios reflect the rebate of certain Fund expenses in connection with the investments in Morgan Stanley affiliate during the period. The affect of the rebate on the ratios is disclosed in the above table as "Rebate from Morgan Stanley affiliate".

  (5)  Not Annualized.

  (6)  Annualized.

See Notes to Financial Statements
50

Morgan Stanley International Fund

Financial Highlights continued

	FOR THE SIX MONTHS ENDED APRIL 30, 2009			FOR THE PERIOD MARCH 31, 2008@@@ THROUGH OCTOBER 31, 2008
	(unaudited)
Class W Shares
Selected Per Share Data:
Net asset value, beginning of period	$	9.28		$	14.14
Loss from investment operations:
Net investment income(1)		0.06			0.16
Net realized and unrealized loss		(0.52	)		(5.02	)
Total loss from investment operations		(0.46	)		(4.86	)
Less dividends from net investment income		–			0.00
Net asset value, end of period	$	8.82		$	9.28
Total Return(2)		(4.96	)%(5)		(34.37	)%(5)
Ratios to Average Net Assets(3):
Total expenses (before expense offset)		1.92	%(4)(6)		1.47	%(4)(6)
Net investment income		1.39	%(4)(6)		2.11	%(4)(6)
Rebate from Morgan Stanley affiliate		0.01	%(4)(6)		0.01	%(8)
Supplemental Data:
Net assets, end of period, in thousands	$	62		$	66
Portfolio turnover rate		16	%(5)		31	%(5)

  @@@  The date shares were first issued.

  (1)  The per share amounts were computed using an average number of shares outstanding during the period.

  (2)  Calculated based on the net asset value as of the last business day of the period.

  (3)  Reflects overall Fund ratios for investment income and non-class specific expenses.

  (4)  The ratios reflect the rebate of certain Fund expenses in connection with the investments in Morgan Stanley affiliate during the period. The affect of the rebate on the ratios is disclosed in the above table as "Rebate from Morgan Stanley affiliate".

  (5)  Not Annualized.

  (6)  Annualized.

See Notes to Financial Statements
51

Morgan Stanley International Fund

An Important Notice Concerning Our U.S. Privacy Policy (unaudited)

We are required by federal law to provide you with a copy of our Privacy Policy annually.

The following Policy applies to current and former individual investors in Morgan Stanley Advisor funds. This Policy is not applicable to partnerships, corporations, trusts or other non-individual clients or account holders. Please note that we may amend this Policy at any time, and will inform you of any changes to this Policy as required by law.

We Respect Your Privacy

We appreciate that you have provided us with your personal financial information. We strive to maintain the privacy of such information while we help you achieve your financial objectives. This Policy describes what non-public personal information we collect about you, why we collect it, and when we may share it with others. We hope this Policy will help you understand how we collect and share non-public personal information that we gather about you. Throughout this Policy, we refer to the non-public information that personally identifies you or your accounts as "personal information."

1. What Personal Information Do We Collect About You?

To serve you better and manage our business, it is important that we collect and maintain accurate information about you. We may obtain this information from applications and other forms you submit to us, from your dealings with us, from consumer reporting agencies, from our Web sites and from third parties and other sources.

For example:

n  We may collect information such as your name, address, e-mail address, telephone/fax numbers, assets, income and investment objectives through applications and other forms you submit to us.

n  We may obtain information about account balances, your use of account(s) and the types of products and services you prefer to receive from us through your dealings and transactions with us and other sources.

n  We may obtain information about your creditworthiness and credit history from consumer reporting agencies.

n  We may collect background information from and through third-party vendors to verify representations you have made and to comply with various regulatory requirements.

n  If you interact with us through our public and private Web sites, we may collect information that you provide directly through online communications (such as an e-mail address). We may also collect information about your Internet service provider, your domain name, your computer's

52

Morgan Stanley International Fund

An Important Notice Concerning Our U.S. Privacy Policy (unaudited) continued

operating system and Web browser, your use of our Web sites and your product and service preferences, through the use of "cookies." "Cookies" recognize your computer each time you return to one of our sites, and help to improve our sites' content and personalize your experience on our sites by, for example, suggesting offerings that may interest you. Please consult the Terms of Use of these sites for more details on our use of cookies.

2. When Do We Disclose Personal Information We Collect About You?

To provide you with the products and services you request, to serve you better and to manage our business, we may disclose personal information we collect about you to our affiliated companies and to non-affiliated third parties as required or permitted by law.

A. Information We Disclose to Our Affiliated Companies. We do not disclose personal information that we collect about you to our affiliated companies except to enable them to provide services on our behalf or as otherwise required or permitted by law.

B. Information We Disclose to Third Parties. We do not disclose personal information that we collect about you to non-affiliated third parties except to enable them to provide services on our behalf, to perform joint marketing agreements with other financial institutions, or as otherwise required or permitted by law. For example, some instances where we may disclose information about you to nonaffiliated third parties include: for servicing and processing transactions, to offer our own products and services, to protect against fraud, for institutional risk control, to respond to judicial process or to perform services on our behalf. When we share personal information with these companies, they are required to limit their use of personal information to the particular purpose for which it was shared and they are not allowed to share personal information with others except to fulfill that limited purpose.

3. How Do We Protect the Security and Confidentiality of Personal Information We Collect About You?

We maintain physical, electronic and procedural security measures to help safeguard the personal information we collect about you. We have internal policies governing the proper handling of client information. Third parties that provide support or marketing services on our behalf may also receive personal information, and we require them to adhere to confidentiality standards with respect to such information.

53

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Trustees

Frank L. Bowman
Michael Bozic
Kathleen A. Dennis
James F. Higgins
Dr. Manuel H. Johnson
Joseph J. Kearns
Michael F. Klein
Michael E. Nugent
W. Allen Reed
Fergus Reid

Officers

Michael E. Nugent
Chairperson of the Board

Randy Takian
President and Principal Executive Officer

Kevin Klingert
Vice President

Carsten Otto
Chief Compliance Officer

Stefanie V. Chang Yu
Vice President

Francis J. Smith
Treasurer and Chief Financial Officer

Mary E. Mullin
Secretary

Transfer Agent

Morgan Stanley Trust
Harborside Financial Center, Plaza Two
Jersey City, New Jersey 07311

Independent Registered Public Accounting Firm

Deloitte & Touche LLP
Two World Financial Center
New York, New York 10281

Legal Counsel

Clifford Chance US LLP
31 West 52nd Street
New York, New York 10019

Counsel to the Independent Trustees

Kramer Levin Naftalis & Frankel LLP
1177 Avenue of the Americas
New York, New York 10036

Investment Adviser

Morgan Stanley Investment Advisors Inc.
522 Fifth Avenue
New York, New York 10036

The financial statements included herein have been taken from the records of the Fund without examination by the independent auditors and accordingly they do not express an opinion thereon.

This report is submitted for the general information of the shareholders of the Fund. For more detailed information about the Fund, its fees and expenses and other pertinent information, please read its Prospectus. The Fund's Statement of Additional Information contains additional information about the Fund, including its trustees. It is available, without charge, by calling (800) 869-NEWS.

This report is not authorized for distribution to prospective investors in the Fund unless preceded or accompanied by an effective Prospectus. Read the Prospectus carefully before investing.

Morgan Stanley Distributors Inc., member FINRA.

© 2009 Morgan Stanley

INVESTMENT MANAGEMENT

Morgan Stanley
International Fund

Semiannual Report

April 30, 2009

INLSAN
IU09-02733P-Y04/09

Item 2.  Code of Ethics.

Not applicable for semiannual reports.

Item 3.  Audit Committee Financial Expert.

Not applicable for semiannual reports.

Item 4. Principal Accountant Fees and Services

Not applicable for semiannual reports.

Item 5. Audit Committee of Listed Registrants.

Not applicable for semiannual reports.

Item 6.

(a) Refer to Item 1.

(b) Not applicable.

Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.

Not applicable for semiannual reports.

Item 8. Portfolio Managers of Closed-End Management Investment Companies

Applicable only to reports filed by closed-end funds.

Item 9. Closed-End Fund Repurchases

Applicable to reports filed by closed-end funds.

Item 10. Submission of Matters to a Vote of Security Holders

Not applicable.

Item 11. Controls and Procedures

(a)  The Fund’s principal executive officer and principal financial officer have concluded that the Fund’s disclosure controls and procedures are sufficient to ensure that information required to be disclosed by the Fund in this Form N-CSR was recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, based upon such officers’ evaluation of these controls and procedures as of a date within 90 days of the filing date of the report.

(b)  There were no changes in the registrant’s internal control over financial reporting that occurred during the second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

Item 12. Exhibits

(a) Code of Ethics – Not applicable for semiannual reports.

(b) A separate certification for each principal executive officer and principal financial officer of the registrant are attached hereto as part of EX-99.CERT.

2

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Morgan Stanley International Fund

/s/ Randy Takian

Randy Takian

Principal Executive Officer

June 23, 2009

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

/s/ Randy Takian

Randy Takian

Principal Executive Officer

June 23, 2009

/s/ Francis Smith

Francis Smith

Principal Financial Officer

June 23, 2009

3