Morgan Stanley Variable Investment Series NCSRS 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			811-03962

Morgan Stanley Variable Investment Series
(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:	December 31, 2009

Date of reporting period:		June 30, 2009

Item 1 - Report to Shareholders

MORGAN STANLEY
VARIABLE INVESTMENT SERIES

Semi-Annual Report

JUNE 30, 2009

Morgan Stanley Variable Investment Series

Table of Contents

Letter to the Shareholders					1

Fund Performance					20

Expense Example					22

Investment Advisory Agreement Approval					28

Portfolios of Investments:

Money Market					32

Limited Duration					34

Income Plus					43

High Yield					57

Global Infrastructure					66

Income Builder					75

Dividend Growth					82

Global Dividend Growth					86

European Equity					91

Capital Opportunities					95

S&P 500 Index					98

Aggressive Equity					111

Strategist					114

Financial Statements:

Statements of Assets and Liabilities					134

Statements of Operations					137

Statements of Changes in Net Assets					140

Notes to Financial Statements					152

Financial Highlights					196

U.S. Privacy Policy Notice					208

Morgan Stanley Variable Investment Series

Letter to the Shareholders n June 30, 2009

Dear Shareholder,

As we entered 2009, the outlook for the U.S. economy remained bleak: the housing market was still languishing, corporate earnings were dismal, job losses continued to mount, and consumer confidence hit a new low. As the first quarter progressed, however, signs emerged that the economy, while still mired in recession, might have found its footing as preliminary estimates of first-quarter gross domestic product (GDP) indicated the contraction in economic growth was moderating. At the same time, many of the programs enacted by the U.S. Treasury and Federal Reserve to enhance liquidity in the financial markets appeared to be having an impact. Credit concerns eased, market sentiment improved, and investors once again began to assume risk. These factors spurred a rebound in market performance beginning in March.

The rally continued into the second quarter of the year as signs of a potential recovery in economic activity, or so-called "green shoots," bolstered investor confidence. These included better-than-expected first-quarter corporate earnings, some stabilization in the housing market, increased manufacturing activity, and rising personal consumption expenditures. New policy action announcements, including the government's planned purchase of long-dated Treasury securities and support of programs designed to help remove "toxic assets" from bank balance sheets, provided added support. Although unemployment continued to rise, hitting 9.5 percent by June, and corporate default rates climbed, the GDP annualized growth rate reported during the quarter showed a decline of 5.5 percent in the first quarter of the year versus a 6.3 percent decline in the fourth quarter of 2008. The improved outlook, coupled with the broad fiscal and monetary stimulus and easy capital conditions, helped prolong the financial market rally throughout the end of the second quarter.

As of the end of June, the rally slightly moderated. Although the rate of economic deterioration appeared to slow recently, the economy remains fragile. Until evidence of a real rebound in demand emerges, many believe investor conviction is likely to be low and markets may be vulnerable to further volatility.

Domestic Equity Overview

U.S. equities modestly recovered during the six-month period ended June 30, 2009; a commonly cited domestic stock market gauge, the S&P 500^® Index (the "Index"), was up 3.16 percent for the period. Economic weakness and tepid confidence in the government's recovery efforts so far drove the U.S. stock market lower in January and February. However, profitability announcements at some large U.S. banks and consolidation activity in the pharmaceuticals industry prompted a turnaround in investor sentiment in early March. Well-received policy announcements from the Federal Reserve and Treasury also helped support the rally in equities . All sectors had positive returns during the second quarter of 2009.

Morgan Stanley Variable Investment Series

Letter to the Shareholders n June 30, 2009 continued

For the six-month period overall, sector performance was mixed. The materials and information technology sectors were the top performing areas in the Index, each with double-digit gains in the first half of the year. The industrials and telecommunication services sectors were the weakest segments, posting negative returns for the period. Growth stocks strongly outperformed value stocks amid anticipation of an improved economic environment.

Fixed Income Overview

Renewed investor risk appetite led all sectors of the fixed income market to rebound in the first half of the year, with the exception of U.S. Treasury securities. After rallying strongly in 2008 amid the ongoing flight to quality, the Treasury sector turned in the worst performance of the fixed income market segments. Yields rose across the Treasury yield curve, with long maturity issues experiencing the greatest increases. The government agency sector, however, performed well due in large part to growing investor interest in FDIC-backed bank notes, which were introduced in late 2008 as part of the FDIC's Temporary Liquidity Guarantee Program.

Among non-government segments, the corporate bond market posted healthy gains for the six-month period as spreads began to narrow, particularly in the financials sector which was the most beaten down sector in late 2008. Although financials outperformed both industrials and utilities in recent months, the sector continues to lag over longer periods and spreads still remain wider than historical averages. Within the corporate bond market as a whole, lower-quality higher yielding issues significantly outperformed higher-quality issues. In terms of issuance, volumes have been robust. In fact, the first half of 2009 saw the heaviest investment grade corporate bond issuance of any six-month period on record while issuance in the high yield market far surpassed levels for the first six months of 2008.

After suffering considerably last year, the mortgage sector posted healthy gains versus equal-duration Treasuries, bolstered in part by the Federal Reserve's planned purchase of large quantities of agency mortgage-backed securities. This was particularly true in the lower-coupon (four to six percent) and interest-only segments of the market.

Government credit and liquidity initiatives led to significant improvement in money market liquidity. As a result, the 3-month London Interbank Offered Rate (LIBOR), a benchmark for short-term interest rates, fell to 0.595 percent by the end of June, from 1.42 percent at the end of 2008. We believe the decline is indicative of improved financing conditions as the various government-sponsored programs have reinvigorated financing activity thus far this year.

Morgan Stanley Variable Investment Series

Letter to the Shareholders n June 30, 2009 continued

International Equity Overview

International equity markets rebounded sharply during the period, led by the emerging markets. Europe and Japan were relative laggards, with some of the larger European markets posting negative returns for the six-month period.

Government stimulus and accommodative central bank policy around the world gave the global economy a moderate boost. In both Europe and Japan, manufacturing data reported in May and June showed improvement. China's PMI (a measure of manufacturing health) was the first to move above 50, indicating economic expansion, and sustained that level for three consecutive months.

As it appeared the worst case scenario had been avoided, many of the segments that had fallen the most during the market's downward spiral rallied the strongest in the second quarter of 2009. Cyclical (or economically sensitive) sectors, financials, and the emerging markets were among the primary beneficiaries of investors' improved sentiment. However, the outlook for the global economy remained murky and many observers continued to expect further volatility in the international equity markets.

Aggressive Equity Portfolio

For the six-month period ended June 30, 2009, Variable Investment Series – Aggressive Equity Portfolio Class X shares produced a total return of 30.98%, outperforming the Russell 3000^® Growth Index¹ (the "Index"), which returned 11.52%. For the same period, the Portfolio's Class Y shares returned 30.83%. Past performance is no guarantee of future results.

The performance of the Portfolio's two share classes varies because each has different expenses. The Portfolio's total returns assume the reinvestment of all distributions but do not reflect the deduction of any charges by your insurance company. Such costs would lower performance.

The Portfolio's outperformance of the Index during the period was driven primarily by three sectors. The largest outperformance came from stock selection and an overweight position in the consumer discretionary sector, driven by consumer electronics and retail holdings. Both stock selection and an overweight in financial services were the next largest positive contributors. Within the sector, securities brokerage and services was the top performing industry for the Portfolio. The third largest driver of outperformance was the health care sector. Stock selection and an underweight in the sector bolstered relative returns, with particularly strong results from the Portfolio's exposure to the electronic medical systems industry.

1 The Russell 3000^® Growth Index measures the performance of the broad growth segment of the U.S. equity universe. It includes those Russell 3000^® Index companies with higher price-to-book ratios and higher forecasted growth values. 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.

Morgan Stanley Variable Investment Series

Letter to the Shareholders n June 30, 2009 continued

Although the Portfolio outperformed the Index, there were two areas that detracted from performance. While an overweight in the materials sector was advantageous, it was more than offset by the negative influence of stock selection there. Within the sector, the building cement industry was the Portfolio's main detractor. Finally, stock selection in autos and transportation hampered relative results, largely due to a holding in the miscellaneous transportation industry.

In our view, the market seems to be stabilizing but until visibility improves, share prices will continue to be susceptible to periods of volatility. Nonetheless, we remain optimistic and continue to focus on company fundamentals rather than macro forecasting. It is our goal to hold a portfolio of high-quality growth stocks we believe may perform well regardless of the market environment. We continue to favor companies that have some uniqueness or dynamic competitive advantage in their business model, with a high-quality stream of cash flow and earnings growth and the ability to redeploy capital at a high rate of return.

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

Capital Opportunities Portfolio

For the six-month period ended June 30, 2009, Variable Investment Series – Capital Opportunities Portfolio Class X shares produced a total return of 31.95%, outperforming the Russell 3000^® Growth Index² (the "Index"), which returned 11.52%. For the same period, the Portfolio's Class Y shares returned 31.76%. Past performance is no guarantee of future results.

The Portfolio's outperformance of the Index during the period was driven primarily by three sectors. The largest outperformance came from stock selection in the consumer discretionary sector, driven by consumer electronics and commercial services holdings. Both stock selection and an overweight in financial services were the next largest positive contributors. Within the sector, securities brokerage and services was the top performing industry for the Portfolio. The third largest driver of outperformance was the health care sector. Stock selection and an underweight in the sector bolstered relative returns, with particularly strong results from the Portfolio's exposure to the electronic medical systems industry.

2 The Russell 3000^® Growth Index measures the performance of the broad growth segment of the U.S. equity universe. It includes those Russell 3000^® Index companies with higher price-to-book ratios and higher forecasted growth values. 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.

Morgan Stanley Variable Investment Series

Letter to the Shareholders n June 30, 2009 continued

Although the Portfolio outperformed the Index, there were two areas that detracted from performance. While an overweight in the materials sector was advantageous, it was more than offset by the negative influence of stock selection there. Within the sector, the building cement industry was the Portfolio's main detractor. Finally, an underweight in autos and transportation hampered relative results, largely due to a holding in the miscellaneous transportation industry.

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

Dividend Growth Portfolio

For the six-month period ended June 30, 2009, Variable Investment Series – Dividend Growth Portfolio Class X shares produced a total return of 2.15%, underperforming the S&P 500^® Index³ (the "Index"), which returned 3.16%. For the same period, the Portfolio's Class Y shares returned 1.97%. Past performance is no guarantee of future results.

The main detractors from relative performance versus the Index was stock selection in the technology and business services sectors.

However, the Portfolio's relative underperformance was slightly offset by positive contributions from stocks in the health care, consumer non-durables, and energy sectors. In addition, an overweight position in the financials sector further added value to the Portfolio's relative performance.

3 The Standard & Poor's 500^® Index (S&P 500^®) measures the performance of the large cap segment of the U.S. equities market, covering approximately 75% of the U.S. equities market. The Index includes 500 leading companies in leading industries of the U.S. economy. 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.

Morgan Stanley Variable Investment Series

Letter to the Shareholders n June 30, 2009 continued

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

European Equity Portfolio

For the six-month period ended June 30, 2009, Variable Investment Series – European Equity Portfolio Class X shares produced a total return of 1.72%, underperforming the MSCI Europe Index⁴ (the "Index"), which returned 7.03%. For the same period, the Portfolio's Class Y shares returned 1.60%. Past performance is no guarantee of future results.

Relative to the Index, the Portfolio's primary detractors from a country perspective were stock selection in Germany and the United Kingdom, an underweight allocation to Sweden, and both stock selection and an overweight allocation to Switzerland. However, slightly offsetting this negative relative performance were stock selection and an underweight allocation to France, and an underweight allocation to Italy, which were additive to relative results.

On a sector basis, our stock selection in financials (where the Portfolio had no exposure to some of the stronger performing banks), energy and consumer staples along with an underweight allocation in materials (where the Portfolio did not own a large mining company that performed strongly) had a negative impact on relative performance. Additionally, both stock selection and an overweight allocation to the health care sector dampened relative returns. Conversely, stock selection in the industrials and telecommunications sectors benefited relative performance. Within industrials, holdings in a German truck maker, a U.K. retailer and a U.K. aerospace and defense company were positive contributors. Within telecommunications, the Portfolio especially benefited from an avoidance of a French and a German telecommunications provider, both of which performed poorly during the period.

In the last few months of the period, we increased the Portfolio's weight in financials, as well as increased exposure to more cyclical sectors, by initiating positions in a large steel company and a U.K. retailer. We took some profits from the Portfolio's positions in pharmaceutical, tobacco, telecommunications and utility

4 The Morgan Stanley Capital International (MSCI) Europe Index is a free float-adjusted market capitalization index that is designed to measure developed market equity performance in Europe. 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 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.

Morgan Stanley Variable Investment Series

Letter to the Shareholders n June 30, 2009 continued

stocks. Finally, we continued to be attracted to companies with what we consider to be stable and solid cash flows, such as a leading global food producer and selected oil companies.

The outlook for the European economy has improved in the last few months, although companies will take a while to deleverage. We believe we are not out of the woods yet. As of the end of June, current equity valuations appeared to be pricing a low growth scenario, which seems to be the most likely scenario for the next few years, in our view. Nonetheless, our investment approach remains the same. We continue to seek high quality companies with high earnings visibility and predictability, stable and strong cash flow, and low levels of debt.

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

Global Dividend Growth Portfolio

For the six-month period ended June 30, 2009, Variable Investment Series – Global Dividend Growth Portfolio Class X shares produced a total return of -0.90%, underperforming the MSCI World Index⁵ (the "Index"), which returned 6.35%. For the same period, the Portfolio's Class Y shares returned -1.06%. Past performance is no guarantee of future results.

Global stock markets, as represented by the MSCI World Index, were up 6.35 percent for the six months ended June 30, 2009. We saw an unprecedented "dash to trash" over the second quarter of 2009 as investors sought to increase exposure to riskier assets in their portfolios. Financials and the cyclical sectors (those sectors with greater economic sensitivity) were the main beneficiaries of the shift in investor preferences, while the more "defensive" sectors, which are the less economically sensitive groups such as telecommunications and consumer staples, lagged the market.

The Portfolio was underweight in the more cyclical sectors as well as the financials sector. This positioning had a negative impact on performance during the six-month period, as these sectors outperformed the

5 The Morgan Stanley Capital International (MSCI) World Index is a free float-adjusted market capitalization weighted index that is designed to measure the global equity market performance of developed markets. 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 World Index currently consists of 23 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.

Morgan Stanley Variable Investment Series

Letter to the Shareholders n June 30, 2009 continued

broad market. The Portfolio's underweight in the cyclical sectors was driven by our belief that valuations on many of these stocks appeared expensive. We believe valuations have gotten ahead of fundamentals — the market has been pricing in mid-cycle earnings for many of the stocks and for such performance to continue we would need to see significant improvements in earnings from current levels. In financials, the underweight position (specifically in banks) was a result of our concerns about the high financial leverage of many companies within the sector. While we have already seen a number of banks raise capital this year, we anticipate additional capital raising exercises may be required. In addition, the financials stocks held within the Portfolio have been focused mainly in the insurance and real estate groups, which we believe offered greater visibility on earnings. These holdings lagged the performance of bank stocks, which appreciated quickly in the second half of the period as investors sought to increase risk in their portfolios.

In addition, the Portfolio's overweight in the telecommunication services sector also detracted from performance for the six-month period. We believe that the telecom sector has offered attractive risk-adjusted value, both on a relative and absolute basis, with a compelling free cash flow yield. In addition, the Portfolio's holdings within the sector were carefully selected for what we consider strong balance sheets, disciplined capital allocation and the potential to add value through further cost cutting programs. The sector's stronger performance in June enabled us to take some profits in the Portfolio and marginally reduce the overweight; however, the telecommunications overweight continued to be a key position for the Portfolio.

In contrast, other positions performed relatively well versus the Index. Although the Portfolio did not participate fully in the cyclical rally during the period, stock selection in industrials (which is traditionally considered a cyclical sector) had a positive impact on performance. Within the sector, holdings in capital goods stocks delivered strong performance, enabling the Portfolio to take profits in those stocks that reached our fair value targets.

Stock selection in consumer staples was also a significant positive contributor to performance. The Portfolio benefited from its holdings in the food, beverage and tobacco group. We have continued to find value in this segment and particularly in tobacco, which was trading at heavily discounted valuations, in our opinion, despite improved operating conditions. The Portfolio also benefited from a zero weighting in food retailers, which sold off sharply during the period. Finally, stock selection in the utilities sector also aided relative performance during the period.

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

Morgan Stanley Variable Investment Series

Letter to the Shareholders n June 30, 2009 continued

Global Infrastructure Portfolio

For the six-month period ended June 30, 2009, Variable Investment Series – Global Infrastructure Portfolio Class X shares produced a total return of 1.54%, underperforming the S&P 500^® Utilities Index/S&P Global Infrastructure Index⁶ (the "Index"), which returned 2.22%, and the S&P Global BMI Index⁷, which returned 10.98%. For the same period, the Portfolio's Class Y shares returned 1.37%. Past performance is no guarantee of future results.

The Portfolio's holdings in gas utilities and industrial conglomerates, neither of which is represented in the Index, detracted from relative performance as both segments underperformed for the period. An underweight relative to the Index in oil and gas storage and transportation also hindered relative returns.

Other positions, however, contributed positively to relative performance. An underweight in electric utilities, coupled with strong security selection in the sector, added to relative gains as did security selection and an overweight in independent power producers. Security selection in multi-utilities also enhanced relative performance.

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

High Yield Portfolio

For the six-month period ended June 30, 2009, Variable Investment Series – High Yield Portfolio Class X shares produced a total return of 21.53%, underperforming the Barclays Capital U.S. Corporate High Yield-2% Issuer Cap Index⁸ (the "Index"), which returned 30.92%. For the same period, the Portfolio's Class Y shares returned 21.29%. Past performance is no guarantee of future results.

6 The S&P 500^® Utilities Index/S&P Global Infrastructure Index is a custom index represented by the performance of the S&P 500^® Utilities Index for periods from the Portfolio's inception to and including November 5, 2008 (the date the Portfolio completed implementation of the change to its principal investment strategy), and the performance of the S&P Global Infrastructure Index for periods thereafter. 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.

7 The Standard & Poor's Global BMI Index (S&P Global BMI Index) is a broad market index designed to capture exposure to equities in all countries in the world that meet minimum size and liquidity requirements. As of the date of this Report, there are approximately 11,000 index members representing 25 developed and 21 emerging market countries. 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.

8 The Barclays Capital U.S. Corporate High Yield - 2% Issuer Cap Index is the 2% Issuer Cap component of the Barclays Capital U.S. Corporate High Yield Index which covers the U.S. dollar-denominated, non-investment grade, fixed-rate, taxable corporate bond market. Securities are classified as high-yield if the middle rating of Moody's, Fitch, and S&P is Ba1/BB+/BB+ or below. The Index excludes Emerging Markets debt. 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.

Morgan Stanley Variable Investment Series

Letter to the Shareholders n June 30, 2009 continued

The Portfolio's underperformance of the Index was primarily attributable to its more conservative overall positioning. We continued to favor higher quality issues in what we believe to be relatively stable industries such as health care, energy, cable and telecommunications. This defensive positioning hindered relative performance as the lower quality segment of the market outpaced the higher quality segment. We largely avoided the banking and brokerage sectors (typically a small segment of the high yield market) as we believed these sectors remained too risky. This positioning hindered relative returns as the sectors were among the best performing sectors for the reporting period.

Other positions, however, were additive to relative performance. The Portfolio maintained an underweight allocation relative to the Index in building materials, which was beneficial as the sector's performance lagged during the period. Overweight allocations in chemicals and consumer cyclical services also helped boost returns as these sectors performed well.

As of the end of the period, the Portfolio's major sector overweights included health care, energy, cable and telecom. Key sector underweights included banking, brokerage, real estate investment trusts (REITs) and retailers.

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

Income Builder Portfolio

For the six-month period ended June 30, 2009, Variable Investment Series – Income Builder Portfolio Class X shares produced a total return of 2.63%, outperforming the Russell 1000^® Value Index⁹ (the "Index"), which returned – 2.87%, and the Barclays Capital U.S. Government/Credit Index¹⁰, which returned 0.55%. For the same period, the Portfolio's Class Y shares returned 2.58%. Past performance is no guarantee of future results.

9 The Russell 1000^® Value Index measures the performance of the large-cap value segment of the U.S. equity universe. It includes those Russell 1000^® Index companies with lower price-to-book ratios and lower forecasted growth values. The Russell 1000^® Index is an index of approximately 1,000 of the largest U.S. securities based on a combination of market capitalization and current index membership. 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.

10 The Barclays Capital U.S. Government/Credit Index tracks the performance of government and corporate obligations, including U.S. government agency and Treasury securities and corporate and Yankee bonds. 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.

Morgan Stanley Variable Investment Series

Letter to the Shareholders n June 30, 2009 continued

Within the stock portion of the Portfolio, the energy sector was the largest positive contributor to performance relative to the Russell 1000^® Value Index. Throughout the past six months, we had been increasing the Portfolio's position in the sector. The price of oil reached historically high levels in mid-2008 and subsequently declined in the second half of the year. As the price declined, we took the opportunity to add to existing positions in the Portfolio, as well as purchase energy stocks that focused on exploration and production. The Portfolio also benefited in the energy sector from limited exposure to integrated oil companies. While we continue to monitor the price fluctuations of oil, our focus is always on the fundamentals of the companies within the sector and tilting risk/reward scales in our favor.

The health care sector also drove relative outperformance. The Portfolio has historically maintained an overweight in the sector; however, over the past six months the weight has declined. Most of the exposure in health care has been in the pharmaceutical industry and the Portfolio benefited from holding two companies at the time it was announced they were targeted for acquisition: Wyeth and Schering Plough. Given the relative strength in health care over the past year — driven by stronger relative fundamentals and the recent merger and acquisition tailwind in pharmaceuticals, as well as by concerns surrounding the uncertainty of health care reform under the new administration — we reduced the Portfolio's exposure in the sector and used the proceeds to invest in other areas we believe have better risk/reward opportunity for our investors.

Another area of relative strength for the Portfolio was an underweight in the industrials sector. The sector was among the Index's weaker-performing groups during the period, and the Portfolio was helped by owning less of the sector than the Index.

Although the Portfolio outperformed the Index, we did have some areas that were detrimental to overall performance. Financials were the largest detractor from relative performance for the period. The Portfolio has maintained a significant underweight in the sector versus the Index for some time. This underweight benefited the Portfolio significantly in 2007 and 2008. However, over the past six months, and especially since March, financial stocks have rebounded from their earlier dramatic decline. The Portfolio has exposure to financials but its exposure has been focused on financial companies we believe possess conservative balance sheets and have appropriate risk/return characteristics — and these companies did not participate in the rally to the degree that others in the sector did. In particular, the Portfolio is underexposed

Morgan Stanley Variable Investment Series

Letter to the Shareholders n June 30, 2009 continued

to the banks and diversified financials that rebounded most strongly during the period. The Portfolio's underexposure was based on our concerns regarding quality of balance sheets, uncertainty regarding additional capital requirements and incremental dividend cuts required, and the unpredictability of government influence. In addition, the Portfolio held an insurance brokerage company we believe offers very attractive risk/return characteristics, but underperformed during the period.

An underweight position in the materials sector also hampered relative performance. The sector rallied strongly during the six-month period after being one of the most oversold sectors during the market downturn. In particular, the more commodity-oriented materials stocks performed best, but the Portfolio held less exposure to these stocks.

Within the convertible securities portfolio, financials holdings detracted from performance. On the other hand, health care and technology holdings added to performance.

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

Income Plus Portfolio

For the six-month period ended June 30, 2009, Variable Investment Series – Income Plus Portfolio Class X shares produced a total return of 10.19%, outperforming the Barclays Capital U.S. Corporate Index¹¹ (the "Index"), which returned 8.32%. For the same period, the Portfolio's Class Y shares returned 10.12%. Past performance is no guarantee of future results.

The Portfolio's outperformance of the Index for the period was primarily attributable to sector allocations and yield curve positioning. In particular, overweight allocations relative to the Index in the banking, food and beverage, insurance and media sectors were additive to relative returns as significant spread tightening in these sectors during the first half of 2009 led them to be among the top performing corporate credit sectors for the period. However, the Portfolio's underweight in triple-B rated industrial credits hindered

11 The Barclays Capital U.S. Corporate Index covers U.S. dollar-denominated, investment-grade, fixed rate, taxable securities sold by industrial, utility and financial issuers. It includes publicly issued U.S. corporate and foreign debentures and secured notes that meet specified maturity, liquidity and quality requirements. 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.

Morgan Stanley Variable Investment Series

Letter to the Shareholders n June 30, 2009 continued

relative performance as spreads in the sector also tightened significantly as the corporate credit market rallied.

With regard to the Portfolio's yield curve positioning, we employed tactical strategies involving interest rates swaps that were designed to take advantage of short-term rate movements across the yield curve. For example, as we entered the second quarter of 2009, the portfolio was positioned to benefit from a narrowing of the spread between yields on 10-year maturities and yields on long maturities. As this narrowing occurred, we unwound the position and at the end of May, initiated another position designed to benefit from a widening of the yield spread between these areas of the curve. Each of these trades was beneficial to performance.

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

Limited Duration Portfolio

For the six-month period ended June 30, 2009, Variable Investment Series – Limited Duration Portfolio Class X shares produced a total return of 3.33%, underperforming the Barclays Capital U.S. Credit Index(1-5 Year)¹² (the "Index"), which returned 7.37%. For the same period, the Portfolio's Class Y shares returned 3.26%. Past performance is no guarantee of future results.

The Portfolio's underperformance of the Index was primarily attributable to its relative underweight in corporate credits, which performed strongly during the six-month reporting period. Within corporate credit, however, overweight allocations to the banking, food and beverage, insurance and media sectors were advantageous as significant spread tightening in these sectors led them to be among the top performing corporate credit sectors for the period.

The Portfolio's underweight corporate credit position was the result of allocations to agency mortgage-backed securities and government agency securities, neither of which is represented in the Index. During the reporting period, agency mortgage-backed securities performed well due in part to the Federal Reserve's planned mortgage-backed securities buying program. The government agency sector also

12 The Barclays Capital U.S. Credit Index (1-5 Year) includes U.S. corporate and specified foreign debentures and secured notes with maturities of one to five years. 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.

Morgan Stanley Variable Investment Series

Letter to the Shareholders n June 30, 2009 continued

performed strongly, due in part to the inclusion of FDIC-backed issues introduced in late 2008 as part of the FDIC's Temporary Liquidity Guarantee Program. While both the mortgage-backed securities and agency securities holdings aided Portfolio returns on an absolute basis, because they led to an underweight versus the Index in corporate credit, which outperformed, they were a drag on relative performance for the period.

Conversely, a position in asset-backed securities, a sector also not represented in the Index, was slightly advantageous as the sector rebounded significantly from its lows in 2008.

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

Money Market Portfolio

An investment in a money market fund is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. Although money market funds seek to preserve the value of an investment at $1.00 per share, it is possible to lose money by investing in such funds.

As of June 30, 2009, Money Market Portfolio had net assets of approximately $199 million with an average portfolio maturity of 18 days. For the seven-day period ended June 30, 2009, the Portfolio's Class X shares provided an effective annualized yield of 0.01% and a current yield of 0.01%, while its 30-day moving average yield for June was 0.01%. Yield quotations more closely reflect the current earnings of the Portfolio. For the six-month period ended June 30, 2009, the Portfolio's Class X shares returned 0.02%. Past performance is no guarantee of future results.

For the seven-day period ended June 30, 2009, the Portfolio's Class Y shares provided an effective annualized yield of 0.01% and a current yield of 0.01%, while its 30-day moving average yield for June was 0.01%. Yield quotations more closely reflect the current earnings of the Portfolio. For the six-month period ended June 30, 2009, the Portfolio's Class Y shares returned 0.01%. Past performance is no guarantee of future results.

During the reporting period, we continued to place a strong emphasis on purchasing high quality corporate, financial, and banking obligations. We focused on maintaining high levels of liquidity and a short weighted average maturity to guard against the uncertainty caused by volatility in the financial markets. Our strategy in managing the Portfolio remained consistent with our long-term focus on capital preservation and very

Morgan Stanley Variable Investment Series

Letter to the Shareholders n June 30, 2009 continued

high liquidity and as in the past, we adhered to a conservative approach. We continue to review all eligible securities on our purchase list to ensure that they continue to meet our high standards of minimal credit risk.

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

S&P 500 Index Portfolio

For the six-month period ended June 30, 2009, Variable Investment Series – S&P 500 Index Portfolio Class X shares produced a total return of 3.16%, performing in line with the S&P 500^® Index¹³ (the "Index"), which returned 3.16%. For the same period, the Portfolio's Class Y shares returned 3.05%. Past performance is no guarantee of future results.

The six-month period was a time of so-called "green shoots" in the economy — some tentative signs of improvement in quite a few economic indicators. In this period, market performance was uneven; after dropping in the first two months of the year, the market rallied from its low on March 9 through the end of the period. Investor confidence was bolstered by a slow stream of positive news that continued into April, starting with well-received policy news and followed by better-than-expected corporate earnings. The materials and information technology sectors performed especially well over the period, each posting double-digit gains. It is unclear at this point whether the economy has reached and/or passed the bottom. As of the end of the period, conflicting trends — such as improving emerging markets on one hand and high unemployment and weak consumer spending on the other — left investors uncertain.

Since the Index and the Portfolio are market capitalization weighted, the overall contribution of each sector depends on its relative size within the Index and the Portfolio. As such, information technology, as one of the largest sectors, contributed the most to the Portfolio's return, while the industrials sector was the largest detractor.

13 The Standard & Poor's 500^® Index (S&P 500^®) measures the performance of the large cap segment of the U.S. equities market, covering approximately 75% of the U.S. equities market. The Index includes 500 leading companies in leading industries of the U.S. economy. 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.

Morgan Stanley Variable Investment Series

Letter to the Shareholders n June 30, 2009 continued

Other performance trends within the Portfolio and the Index during the period included the underperformance of value stocks within every capitalization segment, as well as outperformance of small-cap stocks.

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

Strategist Portfolio

For the six-month period ended June 30, 2009, Variable Investment Series – Strategist Portfolio Class X shares produced a total return of 5.74%, outperforming the S&P 500^® Index¹⁴ which returned 3.16%, and the Barclays Capital U.S. Government/Credit Index¹⁵, which returned 0.55%. For further comparison, the median Lipper Variable Flexible Portfolio total return was 6.95 percent and U.S. Treasury bills returned 0.10 percent. For the same period, the Portfolio's Class Y shares returned 5.61%. Past performance is no guarantee of future results.

Strategist Portfolio's flexible investment approach allows investment across stocks, bonds, cash and other investment classes. To determine the specific allocation among asset classes throughout the period, we rigorously evaluate a comprehensive array of quantitative and qualitative factors. The quantitative analysis comprises an extensive "top-down" asset class review of many macroeconomic variables, with primary focus on three core factors: monetary policy and its impact on liquidity, inflation trends and corporate profitability. A second, more qualitative process then broadens the analysis to determine which individual sectors and industries would offer the best opportunities, in our view, given the macroeconomic climate. Individual holdings are then selected to provide desired exposure to asset classes and sectors.

The Portfolio's target allocation remained unchanged throughout the six-month period under review, based on the process summarized above. Approximately 60 percent of assets were allocated to equities (a slightly higher weight than the average balanced fund), while 20 percent of assets were allocated to long-term credit

14 The Standard & Poor's 500^® Index (S&P 500^®) measures the performance of the large cap segment of the U.S. equities market, covering approximately 75% of the U.S. equities market. The Index includes 500 leading companies in leading industries of the U.S. economy. 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.

15 The Barclays Capital U.S. Government/Credit Index tracks the performance of government and corporate obligations, including U.S. government agency and Treasury securities and corporate and Yankee bonds. 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.

Morgan Stanley Variable Investment Series

Letter to the Shareholders n June 30, 2009 continued

markets (a significantly lower allocation than the average balanced fund). The balance of assets (20 percent) remained in short-term credits and cash equivalent investments.

Global equity markets rebounded sharply off their March lows during the first half of 2009, as investors began to gradually rotate back to riskier investments and reduce their extreme exposures to Treasury bills and cash. A moderate bounce in global economic activity, following on the heels of stimulus programs and excessively low central bank funding rates around the world, encouraged investors to buy the riskiest assets for the greatest recovery potential. High yield corporate bonds, emerging market equities, and commodities all rebounded from extreme lows, posting outstanding returns during the first half of 2009. Global sovereign debt and U.S. Treasury instruments lagged, after impressive outperformance during 2008's fourth quarter.

The Portfolio's equity exposures, when compared to the S&P 500^® Index, demonstrated a pronounced tilt toward larger capitalization, total return stocks. On a sector basis, the Portfolio's largest exposures included information technology (approximately 28 percent of total equity portfolio market value), basic materials (16 percent), consumer cyclicals (10 percent), and health care (10 percent). Our smallest sector exposures at period end included utilities (3 percent) and telecommunications services (6 percent). During the first six months of 2009, the most significant adjustments made to the Portfolio's sector exposures includ ed increasing allocations to basic materials (primarily gold and copper metals/mining companies) and reducing exposures to health care and financials. From a market capitalization standpoint, the Portfolio's exposures skewed toward large- and mid-cap positions, as exposure to smaller companies were reduced.

The fixed income component of the Portfolio shifted dramatically during the first half of 2009, as the massive surge of buying that drove Treasury yields to 50-year lows in March reversed in May and June. This sell-off drove Treasury prices down to more attractive levels, in our opinion, and provided an opportunity to reverse our long-standing bias against Treasury securities. During the period under review, U.S. government-issued securities climbed to over 40 percent of the overall fixed income portfolio, from less than half that amount earlier in the year. Corporate credits continued to represent approximately 43 percent of the total, with a slightly higher bias to industrial issuers. The balance of the Portfolio was distributed

Morgan Stanley Variable Investment Series

Letter to the Shareholders n June 30, 2009 continued

among government-agency backed securities, cash, mortgages, and municipal securities, in descending order of exposure.

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

We appreciate your ongoing support of Morgan Stanley Variable Investment Series and look forward to continuing to serve your investment needs.

Very truly yours,

Randy Takian
President and Principal Executive Officer

Morgan Stanley Variable Investment Series

Letter to the Shareholders n June 30, 2009 continued

Proxy Voting Policy and Procedures and Proxy Voting Record

You may obtain a copy of the Portfolios' 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 Portfolios 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.

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 accessing 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.

Morgan Stanley Variable Investment Series

Performance Summary n June 30, 2009

Average Annual Total Returns—Period Ended June 30, 2009⁽¹⁾

Class X

Date of
Inception

1 Year

5 Years

10 Years

Since
Inception

Aggressive Equity

5/4/1999

– 28.35

2.94

1.63

1.83

Capital Opportunities

3/9/1984

– 26.30

1.70

– 0.52

9.92

Dividend Growth

3/1/1990

– 26.59

– 3.33

– 2.16

5.87

European Equity

3/1/1991

– 32.59

1.53

0.72

8.10

Global Dividend Growth

2/23/1994

– 31.02

– 2.31

0.25

4.79

Global Infrastructure

3/1/1990

– 29.04

5.67

– 0.05

6.66

High Yield

3/9/1984

– 5.23

3.33

– 4.94

3.29

Income Builder

1/21/1997

– 16.89

0.59

1.75

4.04

Income Plus

3/1/1987

2.80

4.11

5.43

6.93

Limited Duration

5/4/1999

– 4.20

– 0.53

1.78

1.73

Money Market

3/9/1984

0.88

3.07

3.00

4.78

S&P 500 Index

5/18/1998

– 26.26

– 2.42

– 2.53

– 0.26

Strategist

3/1/1987

– 13.38

3.06

3.04

7.81

Past performance is not predictive of future returns. Investment return and principal value will fluctuate. When you sell fund shares, they may be worth 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 X shares will vary from the Performance of Class Y shares due to differences in expenses.

⁽¹⁾ Figure assumes reinvestment of all distributions for the underlying fund based on net asset value (NAV). It does not reflect the deduction of insurance expenses, an annual contract maintenance fee, or surrender charges.

Morgan Stanley Variable Investment Series

Performance Summary n June 30, 2009

Average Annual Total Returns—Period Ended June 30, 2009⁽¹⁾

Class Y

Date of
Inception

1 Year

5 Years

10 Years

Since
Inception

Aggressive Equity

6/5/2000

– 28.54

2.69

N/A

– 2.44

Capital Opportunities

6/5/2000

– 26.48

1.44

N/A

– 3.10

Dividend Growth

6/5/2000

– 26.77

– 3.58

N/A

– 1.12

European Equity

6/5/2000

– 32.78

1.28

N/A

– 2.24

Global Dividend Growth

6/5/2000

– 31.23

– 2.55

N/A

– 0.10

Global Infrastructure

6/5/2000

– 29.26

5.40

N/A

– 1.03

High Yield

6/5/2000

– 5.42

3.09

N/A

– 4.75

Income Builder

6/5/2000

– 17.10

0.34

N/A

1.99

Income Plus

6/5/2000

2.60

3.88

N/A

5.51

Limited Duration

6/5/2000

– 4.41

– 0.78

N/A

1.31

Money Market

6/5/2000

0.75

2.83

N/A

2.52

S&P 500 Index

6/5/2000

– 26.49

– 2.67

N/A

– 3.83

Strategist

6/5/2000

– 13.62

2.79

N/A

2.04

Past performance is not predictive of future returns. Investment return and principal value will fluctuate. When you sell fund shares, they may be worth 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 Y shares will vary from the Performance of Class X shares due to differences in expenses.

Morgan Stanley Variable Investment Series

Expense Example n June 30, 2009

As a shareholder of the Portfolio, you incur two types of costs: (1) insurance company charges; and (2) ongoing costs, including advisory fees; distribution and service (12b-1) fees; and other Portfolio expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Portfolio 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 01/01/09 – 06/30/09.

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 accoun t during this period.

Hypothetical Example for Comparison Purposes

The second line of the table below provides information about hypothetical expenses based on the Portfolio's actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Portfolio'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 Portfolio 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 insurance company charges. 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 insurance company charges were included, your costs would have been higher.

Morgan Stanley Variable Investment Series

Expense Example n June 30, 2009 continued

Money Market

	Beginning Account Value		Ending Account Value		Expenses Paid During Period@
	01/01/09		06/30/09		01/01/09 – 06/30/09
Class X
Actual (0.02% return)	$	1,000.00	$	1,000.20	$	2.53
Hypothetical (5% annual return before expenses)	$	1,000.00	$	1,022.27	$	2.56
Class Y
Actual (0.01% return)	$	1,000.00	$	1,000.10	$	2.63
Hypothetical (5% annual return before expenses)	$	1,000.00	$	1,022.17	$	2.66

@ Expenses are equal to the Portfolio's annualized expense ratios of 0.51% and 0.53% for Class X and Class Y shares, respectively, multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one-half year period). If the Portfolio had borne all of its expenses, the annualized expense ratios would have been 0.60% and 0.85% for Class X and Class Y shares, respectively. These figures reflect fees paid in connection with the U.S. Treasury Guarantee Program for Money Market Funds. This fee had an effect of 0.04%.

Limited Duration

	Beginning Account Value		Ending Account Value		Expenses Paid During Period@
	01/01/09		06/30/09		01/01/09 – 06/30/09
Class X
Actual (3.33% return)	$	1,000.00	$	1,033.30	$	2.52
Hypothetical (5% annual return before expenses)	$	1,000.00	$	1,022.32	$	2.51
Class Y
Actual (3.26% return)	$	1,000.00	$	1,032.60	$	3.78
Hypothetical (5% annual return before expenses)	$	1,000.00	$	1,021.08	$	3.76

@ Expenses are equal to the Portfolio's annualized expense ratios of 0.50% and 0.75% for Class X and Class Y shares, respectively, multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one-half year period).

Income Plus

	Beginning Account Value		Ending Account Value		Expenses Paid During Period@
	01/01/09		06/30/09		01/01/09 – 06/30/09
Class X
Actual (10.19% return)	$	1,000.00	$	1,101.90	$	2.92
Hypothetical (5% annual return before expenses)	$	1,000.00	$	1,022.02	$	2.81
Class Y
Actual (10.12% return)	$	1,000.00	$	1,101.20	$	4.22
Hypothetical (5% annual return before expenses)	$	1,000.00	$	1,020.78	$	4.06

@ Expenses are equal to the Portfolio's annualized expense ratios of 0.56% and 0.81% for Class X and Class Y shares, respectively, multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one-half year period).

Morgan Stanley Variable Investment Series

Expense Example n June 30, 2009 continued

High Yield

	Beginning Account Value		Ending Account Value		Expenses Paid During Period@
	01/01/09		06/30/09		01/01/09 – 06/30/09
Class X
Actual (21.53% return)	$	1,000.00	$	1,215.30	$	9.12
Hypothetical (5% annual return before expenses)	$	1,000.00	$	1,016.56	$	8.30
Class Y
Actual (21.29% return)	$	1,000.00	$	1,212.90	$	10.48
Hypothetical (5% annual return before expenses)	$	1,000.00	$	1,015.32	$	9.54

@ Expenses are equal to the Portfolio's annualized expense ratios of 1.66% and 1.91% for Class X and Class Y shares, respectively, multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one-half year period). If the Portfolio had borne all of its expenses, the annualized expense ratios would have been 1.67% and 1.92% for Class X and Class Y shares, respectively.

Global Infrastructure

	Beginning Account Value		Ending Account Value		Expenses Paid During Period@
	01/01/09		06/30/09		01/01/09 – 06/30/09
Class X
Actual (1.54% return)	$	1,000.00	$	1,015.40	$	4.85
Hypothetical (5% annual return before expenses)	$	1,000.00	$	1,019.98	$	4.86
Class Y
Actual (1.37% return)	$	1,000.00	$	1,013.70	$	6.09
Hypothetical (5% annual return before expenses)	$	1,000.00	$	1,018.74	$	6.11

@ Expenses are equal to the Portfolio's annualized expense ratios of 0.97% and 1.22% for Class X and Class Y shares, respectively, multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one-half year period).

Income Builder

	Beginning Account Value		Ending Account Value		Expenses Paid During Period@
	01/01/09		06/30/09		01/01/09 – 06/30/09
Class X
Actual (2.63% return)	$	1,000.00	$	1,026.30	$	4.92
Hypothetical (5% annual return before expenses)	$	1,000.00	$	1,019.93	$	4.91
Class Y
Actual (2.58% return)	$	1,000.00	$	1,025.80	$	6.18
Hypothetical (5% annual return before expenses)	$	1,000.00	$	1,018.70	$	6.16

@ Expenses are equal to the Portfolio's annualized expense ratios of 0.98% and 1.23% for Class X and Class Y shares, respectively, multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one-half year period). If the Portfolio had borne all its expenses, the annualized expense ratios would have been 0.99% and 1.24% for Class X and Class Y shares, respectively.

Morgan Stanley Variable Investment Series

Expense Example n June 30, 2009 continued

Dividend Growth

	Beginning Account Value		Ending Account Value		Expenses Paid During Period@
	01/01/09		06/30/09		01/01/09 – 06/30/09
Class X
Actual (2.15% return)	$	1,000.00	$	1,021.50	$	3.46
Hypothetical (5% annual return before expenses)	$	1,000.00	$	1,021.37	$	3.46
Class Y
Actual (1.97% return)	$	1,000.00	$	1,019.70	$	4.71
Hypothetical (5% annual return before expenses)	$	1,000.00	$	1,020.13	$	4.71

@ Expenses are equal to the Portfolio's annualized expense ratios of 0.69% and 0.94% for Class X and Class Y shares, respectively, multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one-half year period).

Global Dividend Growth

	Beginning Account Value		Ending Account Value		Expenses Paid During Period@
	01/01/09		06/30/09		01/01/09 – 06/30/09
Class X
Actual (-0.90% return)	$	1,000.00	$	991.00	$	4.59
Hypothetical (5% annual return before expenses)	$	1,000.00	$	1,020.18	$	4.66
Class Y
Actual (-1.06% return)	$	1,000.00	$	989.40	$	5.82
Hypothetical (5% annual return before expenses)	$	1,000.00	$	1,018.94	$	5.91

@ Expenses are equal to the Portfolio's annualized expense ratios of 0.93% and 1.18% for Class X and Class Y shares, respectively, multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one-half year period).

European Equity

	Beginning Account Value		Ending Account Value		Expenses Paid During Period@
	01/01/09		06/30/09		01/01/09 – 06/30/09
Class X
Actual (1.72% return)	$	1,000.00	$	1,017.20	$	5.00
Hypothetical (5% annual return before expenses)	$	1,000.00	$	1,019.84	$	5.01
Class Y
Actual (1.60% return)	$	1,000.00	$	1,016.00	$	6.25
Hypothetical (5% annual return before expenses)	$	1,000.00	$	1,018.60	$	6.26

@ Expenses are equal to the Portfolio's annualized expense ratios of 1.00% and 1.25% for Class X and Class Y shares, respectively, multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one-half year period). If the Portfolio had borne all of its expenses, the annualized expense ratios would have been 1.17% and 1.42% for Class X and Class Y shares, respectively.

Morgan Stanley Variable Investment Series

Expense Example n June 30, 2009 continued

Capital Opportunities

	Beginning Account Value		Ending Account Value		Expenses Paid During Period@
	01/01/09		06/30/09		01/01/09 – 06/30/09
Class X
Actual (31.95% return)	$	1,000.00	$	1,319.50	$	3.16
Hypothetical (5% annual return before expenses)	$	1,000.00	$	1,022.07	$	2.76
Class Y
Actual (31.76% return)	$	1,000.00	$	1,317.60	$	4.60
Hypothetical (5% annual return before expenses)	$	1,000.00	$	1,020.83	$	4.01

@ Expenses are equal to the Portfolio's annualized expense ratios of 0.55% and 0.80% for Class X and Class Y shares, respectively, multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one-half year period). If the Portfolio had borne all of its expenses, the annualized expense ratios would have been 0.56% and 0.81% for Class X and Class Y, respectively.

S&P 500 Index

	Beginning Account Value		Ending Account Value		Expenses Paid During Period@
	01/01/09		06/30/09		01/01/09 – 06/30/09
Class X
Actual (3.16% return)	$	1,000.00	$	1,031.60	$	1.51
Hypothetical (5% annual return before expenses)	$	1,000.00	$	1,023.31	$	1.51
Class Y
Actual (3.05% return)	$	1,000.00	$	1,030.50	$	2.77
Hypothetical (5% annual return before expenses)	$	1,000.00	$	1,022.07	$	2.76

@ Expenses are equal to the Portfolio's annualized expense ratios of 0.30% and 0.55% for Class X and Class Y shares, respectively, multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one-half year period). If the Portfolio had borne all of its expenses, the annualized expense ratios would have been 0.31% and 0.56% for Class X and Class Y shares, respectively.

Morgan Stanley Variable Investment Series

Expense Example n June 30, 2009 continued

Aggressive Equity

	Beginning Account Value		Ending Account Value		Expenses Paid During Period@
	01/01/09		06/30/09		01/01/09 – 06/30/09
Class X
Actual (30.98% return)	$	1,000.00	$	1,309.80	$	5.96
Hypothetical (5% annual return before expenses)	$	1,000.00	$	1,019.64	$	5.21
Class Y
Actual (30.83% return)	$	1,000.00	$	1,308.30	$	7.38
Hypothetical (5% annual return before expenses)	$	1,000.00	$	1,018.40	$	6.46

@ Expenses are equal to the Portfolio's annualized expense ratios of 1.04% and 1.29% for Class X and Class Y shares, respectively, multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one-half year period). If the Portfolio had borne all of its expenses, the annualized expense ratios would have been 1.05% and 1.30% for Class X and Class Y shares, respectively.

Strategist

	Beginning Account Value		Ending Account Value		Expenses Paid During Period@
	01/01/09		06/30/09		01/01/09 – 06/30/09
Class X
Actual (5.74% return)	$	1,000.00	$	1,057.40	$	2.81
Hypothetical (5% annual return before expenses)	$	1,000.00	$	1,022.07	$	2.76
Class Y
Actual (5.61% return)	$	1,000.00	$	1,056.10	$	4.08
Hypothetical (5% annual return before expenses)	$	1,000.00	$	1,020.83	$	4.01

@ Expenses are equal to the Portfolio's annualized expense ratios of 0.55% and 0.80% for Class X and Class Y shares, respectively, multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one-half year period). If the Portfolio had borne all its expenses, the annualized expense ratios would have been 0.58% and 0.83% for Class X and Class Y shares, respectively.

Morgan Stanley Variable Investment Series

Investment Advisory Agreement Approval n June 30, 2009

Nature, Extent and Quality of Services

The Board reviewed and considered the nature and extent of the investment advisory services provided by the Investment Adviser (as defined herein) under the advisory agreement, including portfolio management, investment research and equity and fixed income securities trading. The Board reviewed similar information and factors regarding the Sub-Adviser (as defined herein), to the extent applicable. The Board also reviewed and considered the nature and extent of the non-advisory, administrative services provided by the Administrator (as defined herein) under the administration agreement, including accounting, clerical, bookkeeping, compliance, business management and planning, and the provision of supplies, office space and utilities at the Investment Adviser's expense. (The Investment Adviser, Sub-Adviser and Administrator together are referred to as the "Adviser" and the advisory, sub-advisory and administration agreements toget her are referred to as the "Management Agreement.") The Board also compared the nature of the services provided by the Adviser with similar services provided by non-affiliated advisers as reported to the Board by Lipper, Inc. ("Lipper").

The Board reviewed and considered the qualifications of the portfolio managers, the senior administrative managers and other key personnel of the Adviser who provide the administrative and advisory services to the Portfolios. The Board determined that the Adviser's portfolio managers and key personnel are well qualified by education and/or training and experience to perform the services in an efficient and professional manner. The Board concluded that the nature and extent of the advisory and administrative services provided were necessary and appropriate for the conduct of the business and investment activities of the Portfolios and supported its decision to approve the Management Agreement.

Performance, Fees and Expenses of the Portfolios

The Board reviewed the performance, fees and expenses of the Portfolios compared to their peers, as determined by Lipper, and to appropriate benchmarks where applicable. The Board discussed with the Adviser the performance goals and the actual results achieved in managing the Portfolios. When considering a fund's performance, the Board and the Adviser place emphasis on trends and longer-term returns (focusing on one-year, three-year and five-year performance as of December 31, 2008, as applicable). When a fund underperforms its benchmark and/or its peer group average, they discuss the causes of such underperformance and, where necessary, they discuss specific changes to investment strategy or investment personnel.

Performance

The Board noted that the performance of the Capital Opportunities, Global Dividend Growth, Income Plus, Limited Duration, Money Market and S&P 500 Index Portfolios was below the peer group averages for the one-, three- and five-year periods.

Morgan Stanley Variable Investment Series

Investment Advisory Agreement Approval n June 30, 2009 continued

The Board noted that the performance of the High Yield Portfolio was better than the peer group averages for the one-, three- and five-year periods.

The Board noted that performance of the Aggressive Equity and Income Builder Portfolios was better than the peer group averages for the five-year period but below the peer group averages for the one- and three-year periods.

The Board noted that the performance of the Dividend Growth and Global Infrastructure Portfolios was better than the peer group averages for the one-year period but below the peer group averages for the three- and five-year periods. The Board also noted that performance of the Dividend Growth Portfolio had recently improved.

The Board noted that the European Equity Portfolio's performance was better than its peer group average for the one- and three-year periods but below its peer group average for the five-year period.

The Board noted that the Strategist Portfolio's performance was better than its peer group average for the three- and five-year periods but below its peer group average for the one-year period.

Performance Conclusions

With respect to the Aggressive Equity, Capital Opportunities, Global Dividend Growth, Global Infrastructure, Income Plus, Limited Duration, Money Market, and S&P 500 Index Portfolios, after discussion, the Board concluded that performance was acceptable.

With respect to the Dividend Growth, European Equity, High Yield, Income Builder and Strategist Portfolios, after discussion, the Board concluded that performance was competitive with the peer group averages.

Fees and Expenses

The Board members discussed with the Adviser the level of the advisory and administration fees (together, the "management fee") for the Portfolios relative to comparable funds advised by the Adviser and compared to their peers as determined by Lipper. In addition to the management fee, the Board also reviewed the Portfolios' total expense ratios.

The Board noted that the management fee and total expense ratio for the Aggressive Equity and Income Builder Portfolios were higher than but close to the peer group averages.

The Board noted that the management fee and total expense ratios for the Capital Opportunities, Dividend Growth, Global Dividend Growth, Global Infrastructure, Income Plus, Limited Duration and Strategist Portfolios were lower than the peer group averages.

The Board noted for the European Equity Portfolio that while the management fee was higher but close to the peer group average, the total expense ratio was lower than the peer group average.

Morgan Stanley Variable Investment Series

Investment Advisory Agreement Approval n June 30, 2009 continued

The Board noted for the High Yield Portfolio that while the management fee was lower than the peer group average, the total expense ratio was higher than the peer group average.

The Board noted for the Money Market Portfolio that while the management fee was higher than the peer group average, the total expense ratio was lower than the peer group average.

The Board noted for the S&P 500 Index Portfolio that while the management fee was lower than the peer group average, the total expense ratio was higher but close to the peer group average.

Fee and Expense Conclusions

With respect to the Money Market Portfolio, after discussion, the Board concluded that the management fee, although higher than the peer group average, was acceptable because the total expense ratio was competitive with the peer group average.

With respect to Aggressive Equity, Capital Opportunities, Dividend Growth, European Equity, Global Dividend Growth, Global Infrastructure, Income Builder, Income Plus, Limited Duration, S&P 500 Index and Strategist Portfolios, after discussion, the Board concluded that the management fees and total expense ratios were competitive with the peer group averages.

With respect to the High Yield Portfolio, after discussion, the Board concluded that the total expense ratio, although higher than the peer group average, was acceptable because the management fee was competitive with the peer group average.

Economies of Scale

The Board considered the size and growth prospects of the Portfolios and how that relates to the Portfolios' total expense ratios and particularly the Portfolios' management fee rates (which, for all the Portfolios except Limited Duration, include one or more breakpoints). In conjunction with its review of the Adviser's profitability, the Board discussed with the Adviser how a change in assets can affect the efficiency or effectiveness of managing the Portfolios and whether the management fee level is appropriate relative to current and projected asset levels and/or whether the management fee structure reflects economies of scale as asset levels change. The Board has determined that its review of the actual and potential economies of scale of each Portfolio supports its decision to approve the Management Agreement.

Profitability of the Adviser and Affiliates

The Board considered information concerning the costs incurred and profits realized by the Adviser and its affiliates during the last year from their relationship with the Portfolios and during the last two years from their relationship with the Morgan Stanley Fund Complex and reviewed with the Adviser the cost allocation methodology used to

Morgan Stanley Variable Investment Series

Investment Advisory Agreement Approval n June 30, 2009 continued

determine the profitability of the Adviser and affiliates. The Board has determined that its review of the analysis of the Adviser's expenses and profitability supports its decision to approve the Management Agreement.

Other Benefits of the Relationship

The Board considers other benefits to the Adviser and its affiliates derived from their relationship with the Portfolios and other funds advised by the Adviser. These benefits may include, among other things, "float" benefits derived from handling of checks for purchases and sales, research received by the Adviser generated from commission dollars spent on funds' portfolio trading and fees for distribution and/or shareholder servicing. The Board reviewed with the Adviser each of these arrangements and the reasonableness of its costs relative to the services performed. The Board has determined that its review of the other benefits received by the Adviser or its affiliates supports its decision to approve the Management Agreement.

Resources of the Adviser and Historical Relationship Between the Portfolios and the Adviser

The Board considered whether the Adviser is financially sound and has the resources necessary to perform its obligations under the Management Agreement. The Board also reviewed and considered the historical relationship between the Portfolios and the Adviser, including the organizational structure of the Adviser, the policies and procedures formulated and adopted by the Adviser for managing the Portfolios' operations and the Board's confidence in the competence and integrity of the senior managers and key personnel of the Adviser. The Board concluded that the Adviser has the financial resources necessary to fulfill its obligations under the Management Agreement and that it is beneficial for the Portfolios to continue their relationship with the Adviser.

Other Factors and Current Trends

The Board considered the controls and procedures adopted and implemented by the Adviser and monitored by the Fund's Chief Compliance Officer and concluded that the conduct of business by the Adviser indicates a good faith effort on its part to adhere to high ethical standards in the conduct of the Fund's business.

General Conclusion

After considering and weighing all of the above factors, the Board concluded that it would be in the best interest of each Portfolio and its shareholders to approve renewal of the Management Agreement for another year. In reaching this conclusion the Board did not give particular weight to any single factor referenced above. The Board considered these factors over the course of numerous meetings, some of which were in executive session with only the Independent Board members and their counsel present. It is possible that individual Board members may have weighed these factors differently in reaching their individual decisions to approve the Management Agreement.

Morgan Stanley Variable Investment Series - Money Market

Portfolio of Investments n June 30, 2009 (unaudited)

PRINCIPAL AMOUNT IN THOUSANDS			ANNUALIZED YIELD ON DATE OF PURCHASE			MATURITY DATE	VALUE
		Commercial Paper (40.8%)
		Asset-Backed - Consumer Diversified (3.5%)
$	7,000	Sheffield Receivables Corp. (a)		0.56	%	07/01/09	$	7,000,000
		Banking (12.5%)
	9,000	HSBC USA Inc.		0.26		07/02/09 - 07/09/09		8,999,733
	8,000	JPMorgan Chase Funding Inc. (a)		0.27		07/27/09		7,998,440
	8,000	Wells Fargo & Co.		0.20		07/01/09		8,000,000
								24,998,173
		International Banks (24.8%)
	5,000	Calyon North America Inc.		0.70		08/04/09		4,996,695
	5,000	NRW Bank (a)		0.35		07/20/09		4,999,076
	7,000	National Australia Funding (Delaware)		0.34		08/26/09		6,996,298
	5,000	Rabobank (U.S.) Finance Corp.		0.65		07/01/09		5,000,000
	4,000	RBS Holdings USA Inc.		0.94		08/17/09		3,995,091
	5,000	Royal Bank of Scotland PLC		0.95		07/10/09		4,998,813
	5,000	San Paolo (U.S.) Financial Co.		0.28		07/10/09		4,999,650
	4,000	Societe Generale N.A., Inc.		0.69		08/06/09		3,997,240
	9,500	UBS Finance (Delaware) LLC		0.84 - 0.92		08/21/09 - 08/25/09		9,487,658
								49,470,521
		Total Commercial Paper (Cost $81,468,694)						81,468,694
		Repurchase Agreements (29.8%)
	11,000	Banc of America Securities (dated 06/30/09; proceeds $11,000,018); fully collateralized by Federal National Mortgage Assoc., 0.00%, due 08/05/10; Federal Home Loan Mortgage Corp., 0.00%, due 11/23/09; valued at $11,220,512.		0.06		07/01/09		11,000,000
	48,501	BNP Paribas Securities (dated 06/30/09; proceeds $48,501,067); fully collateralized by Federal National Mortgage Assoc., 4.95% - 6.16%, due 07/01/35 - 08/01/37; Federal Home Loan Mortgage Corp., 5.47%, due 07/01/37; valued at $49,956,030.		0.05		07/01/09		48,501,000
		Total Repurchase Agreements (Cost $59,501,000)						59,501,000
		Floating Rate Notes (15.6%)
		Finance-Auto (2.5%)
	5,000	Toyota Motor Credit Corp.		0.33	(b)	07/10/09(c)		5,000,000

See Notes to Financial Statements
32

Morgan Stanley Variable Investment Series - Money Market

Portfolio of Investments n June 30, 2009 (unaudited) continued

PRINCIPAL AMOUNT IN THOUSANDS			ANNUALIZED YIELD ON DATE OF PURCHASE			MATURITY DATE			VALUE
		International Banks (5.5%)
$	1,000	Barclays Bank PLC		0.92	(b) %	07/20/09(c)			$	1,000,000
	5,000	Societe Generale		0.67	(b)	08/05/09(c)				5,000,000
	5,000	Westpac Banking Corp.		0.65	(b)	09/08/09(c)				5,000,000
										11,000,000
		U.S. Government Agencies (7.6%)
	15,000	Federal Home Loan Banks		0.62 - 0.75	(b)	08/08/09 - 08/19/09(c)				14,992,695
		Total Floating Rate Notes (Cost $30,992,695)								30,992,695
		Certificates of Deposit (7.0%)
		International Banks
	5,000	Banco Bilbao Vizcaya Argentaria - NY		0.96		07/06/09				5,000,003
	9,000	Lloyds TSB Bank PLC		0.60 - 0.85		07/02/09 - 09/04/09				9,000,000
		Total Certificates of Deposit (Cost $14,000,003)								14,000,003
		Time Deposits (5.5%)
	7,000	Barclays Bank PLC Cayman		0.10		07/01/09				7,000,000
	4,000	Calyon Grand Cayman		0.25		07/01/09				4,000,000
		Total Time Deposits (Cost $11,000,000)								11,000,000
		Total Investments (Cost $196,962,392) (d)					98.7	%		196,962,392
		Other Assets in Excess of Liabilities					1.3			2,526,435
		Net Assets					100.0	%	$	199,488,827

(a) Resale is restricted to qualified institutional investors.

(b) Rate shown is the rate in effect at June 30, 2009.

(c) Date of next interest rate reset.

(d) Cost is the same for federal income tax purposes.

MATURITY SCHEDULE†

1 - 30 Days	70	%
31 - 60 Days	25
61 - 90 Days	5
	100	%

† As as percentage of total investments.

See Notes to Financial Statements
33

Morgan Stanley Variable Investment Series - Limited Duration

Portfolio of Investments n June 30, 2009 (unaudited)

PRINCIPAL AMOUNT IN THOUSANDS			COUPON RATE			MATURITY DATE	VALUE
		Corporate Bonds (46.0%)
		Aerospace & Defense (0.5%)
$	400	Bae Systems Holdings Inc. - 144A (a)		4.75	%	08/15/10	$	401,640
		Bank Holding Companies (1.0%)
	810	Westpac Securities ND Ltd. (United Kingdom) - 144A (a)		2.50		05/25/12		804,740
		Banking (3.4%)
	1,530	Kreditstalt fuer Wiederaufbau (Germany)		2.25		04/16/12		1,545,357
	500	Lloyds TSB Bank PLC (United Kingdom) - 144A (a)		2.80		04/02/12		504,800
	577	Societe Financement de l'Economie Francaise (France) - 144A (a)		3.375		05/05/14		579,080
								2,629,237
		Banks - Commercial (1.2%)
	900	Commonwealth Bank of Australia (Australia) - 144A (a)		2.50		12/10/12		904,145
		Beverages (0.9%)
	300	Coca-Cola Enterprises Inc.		3.75		03/01/12		311,544
	340	Bottling Group, LLC		6.95		03/15/14		388,191
								699,735
		Beverages: Alcoholic (0.3%)
	250	Diageo Finance BV (Netherlands)		3.875		04/01/11		256,244
		Biotechnology (0.2%)
	180	Genentech Inc.		4.40		07/15/10		185,228
		Brewery (0.3%)
	205	Anheuser-Busch InBev - 144A (a)		5.375		11/15/14		207,067
		Cable/Satellite TV (0.1%)
	70	Comcast Corp.		5.85		01/15/10		71,180
		Chemicals: Specialty (0.3%)
	240	Praxair Inc.		6.375		04/01/12		264,653
		Computer Processing Hardware (0.8%)
	105	Dell Inc.		3.375		06/15/12		106,958
	330	Hewlett-Packard Co.		0.778	(b)	03/01/12		325,256
	205	Hewlett-Packard Co.		2.25		05/27/11		205,719
								637,933
		Computer Software (0.5%)
	360	Computer Sciences Corp.		7.375		06/15/11		382,739
		Computer Software & Equipment (0.3%)
	230	Microsoft Corp.		2.95		06/01/14		228,590

See Notes to Financial Statements
34

Morgan Stanley Variable Investment Series - Limited Duration

Portfolio of Investments n June 30, 2009 (unaudited) continued

PRINCIPAL AMOUNT IN THOUSANDS			COUPON RATE			MATURITY DATE	VALUE
		Data Processing Services (0.5%)
$	370	Fiserv, Inc.		6.125	%	11/20/12	$	384,350
		Discount Stores (0.5%)
	105	Wal-Mart Stores, Inc.		3.20		05/15/14		104,255
	245	Wal-Mart Stores, Inc.		7.25		06/01/13		280,221
								384,476
		Electric Utilities (1.9%)
	205	Columbus Southern Power Co. (Series E)		4.40		12/01/10		210,773
	355	Detroit Edison Co. (The)		6.125		10/01/10		367,922
	220	Entergy Gulf States, Inc.		1.068	(b)	12/01/09		218,838
	405	Ohio Power Co. (Series B)		1.346	(b)	04/05/10		400,646
	290	Southern Co.		4.15		05/15/14		291,471
								1,489,650
		Finance (0.5%)
	390	BP Capital Markets PLC (United Kingdom)		3.125		03/10/12		398,095
		Finance/Rental/Leasing (0.5%)
	395	American Honda Finance Corp. - 144A (a) (Series MTN)		3.156	(b)	06/02/11		394,514
		Financial Conglomerates (5.3%)
	325	Citigroup Inc. (Note 4)		4.625		08/03/10		323,464
	275	Citigroup Inc. (Note 4)		5.30		10/17/12		265,450
	700	General Electric Capital Corp.		5.45		01/15/13		718,991
	1,250	Japan Finance Corp. (The) (Japan)		2.00		06/24/11		1,252,861
	215	John Deere Capital Corp.		7.00		03/15/12		236,250
	515	JPMorgan Chase & Co.		5.375		10/01/12		539,747
	410	JPMorgan Chase & Co.		6.75		02/01/11		428,799
	325	Principal Life Income Fundings Trust (Series MTN)		5.15		06/17/11		326,955
								4,092,517
		Food: Major Diversified (0.9%)
	295	Campbell Soup Co.		6.75		02/15/11		319,276
	29	Conagra Foods, Inc.		6.75		09/15/11		31,028
	360	General Mills Inc.		5.65		09/10/12		384,474
								734,778
		Gas Distributors (0.2%)
	180	NiSource Finance Corp.		1.231	(b)	11/23/09		178,588
		Home Improvement Chains (0.3%)
	210	Home Depot, Inc. (The)		0.749	(b)	12/16/09		209,383

See Notes to Financial Statements
35

Morgan Stanley Variable Investment Series - Limited Duration

Portfolio of Investments n June 30, 2009 (unaudited) continued

PRINCIPAL AMOUNT IN THOUSANDS			COUPON RATE			MATURITY DATE	VALUE
		Household/Personal Care (0.9%)
$	310	Clorox Co. (The)		4.20	%	01/15/10	$	314,445
	415	Proctor & Gamble International Finance		0.996	(b)	05/07/10		414,602
								729,047
		Industrial Conglomerates (0.4%)
	275	Honeywell International, Inc.		6.125		11/01/11		300,402
		Information Technology Services (0.3%)
	220	IBM Corp.		4.75		11/29/12		236,082
		Integrated Oil (1.0%)
	255	Chevron Corp.		3.95		03/03/14		262,817
	470	ConcoPhillips		8.75		05/25/10		501,785
								764,602
		International Banks (5.0%)
	2,300	Royal Bank of Scotland PLC (United Kingdom) - 144A (a)		2.625		05/11/12		2,318,106
	1,545	Swedbank AB (Sweden) - 144A (a)		2.90		01/14/13		1,547,364
								3,865,470
		Investment Banks/Brokers (1.4%)
	440	Goldman Sachs Group, Inc. (The)		5.45		11/01/12		455,300
	325	Goldman Sachs Group, Inc. (The)		6.875		01/15/11		343,718
	260	Merrill Lynch & Co., Inc. (Series C)		5.45		02/05/13		253,260
								1,052,278
		Investment Managers (0.4%)
	305	Mellon Funding Corp.		6.40		05/14/11		324,150
		Life/Health Insurance (0.6%)
	480	MetLife Global Funding I - 144A (a) (Note 4)		4.625		08/19/10		483,342
		Major Banks (3.3%)
	300	Bank of America Corp.		5.375		08/15/11		306,861
	130	Bank of America Corp.		4.875		09/15/12		128,663
	200	Credit Suisse USA Inc. (Switzerland)		6.125		11/15/11		214,247
	250	Credit Suisse USA Inc. (Switzerland)		6.50		01/15/12		269,938
	695	HSBC Finance Corp.		6.75		05/15/11		714,904
	200	Wachovia Corp.		5.35		03/15/11		207,870
	675	Wells Fargo & Co.		5.25		10/23/12		699,243
								2,541,726
		Major Telecommunications (4.1%)
	220	Telefonica Europe BV (Netherlands)		7.75		09/15/10		232,139
	350	AT&T Inc.		4.95		01/15/13		364,296

See Notes to Financial Statements
36

Morgan Stanley Variable Investment Series - Limited Duration

Portfolio of Investments n June 30, 2009 (unaudited) continued

PRINCIPAL AMOUNT IN THOUSANDS			COUPON RATE			MATURITY DATE	VALUE
$	395	Bellsouth Corp.		6.00	%	10/15/11	$	422,236
	175	British Telecommunications PLC (United Kingdom)		8.125	(b)	12/15/10		185,926
	300	Deutsche Telekom International Finance BV (Netherlands)		8.50	(b)	06/15/10		315,572
	395	France Telecom SA (France)		4.375		07/08/14		398,517
	505	Telecom Italia Capital SA (Luxembourg)		4.875		10/01/10		510,272
	500	Verizon Global Funding Corp.		7.375		09/01/12		559,756
	150	Verizon Global Funding Corp.		7.25		12/01/10		159,765
								3,148,479
		Media Conglomerates (1.3%)
	250	Time Warner Inc.		6.875		05/01/12		267,608
	300	Viacom Inc.		5.75		04/30/11		307,260
	170	Walt Disney Co. (The) (Series C)		5.70		07/15/11		181,970
	190	Walt Disney Co. (The) (Series B)		6.375		03/01/12		208,793
								965,631
		Medical Specialties (0.8%)
	275	Baxter International Inc.		4.00		03/01/14		278,075
	375	Hospira, Inc.		1.712	(b)	03/30/10		371,714
								649,789
		Oil (0.5%)
	350	EOG Company of Canada (Canada) - 144A (a)		7.00		12/01/11		382,242
		Oil & Gas Production (0.5%)
	335	Devon Financing Corp. ULC (Canada)		6.875		09/30/11		364,030
		Oil Refining/Marketing (0.2%)
	180	Enterprise Products Operating LLP (Series B)		7.50		02/01/11		188,734
		Other Metals/Minerals (0.6%)
	235	BHP Billiton Finance USA Ltd. (Australia)		8.50		12/01/12		274,784
	190	Rio Tinto Finance USA Ltd. (Australia)		5.875		07/15/13		191,360
								466,144
		Packaged Software (0.5%)
	335	Oracle Corp.		5.00	(b)	01/15/11		351,310
		Pharmaceuticals: Major (1.6%)
	355	AstraZeneca PLC (United Kingdom)		5.40		09/15/12		385,389
	190	Eli Lilly & Co.		3.55		03/06/12		196,962
	235	GlaxoSmithKline Capital Inc.		4.85		05/15/13		246,036
	385	Pfizer Inc.		4.45		03/15/12		404,213
								1,232,600

See Notes to Financial Statements
37

Morgan Stanley Variable Investment Series - Limited Duration

Portfolio of Investments n June 30, 2009 (unaudited) continued

PRINCIPAL AMOUNT IN THOUSANDS			COUPON RATE			MATURITY DATE	VALUE
		Property - Casualty Insurers (0.6%)
$	210	Berkshire Hathaway Finance - 144A (a)		4.00	%	04/15/12	$	217,176
	260	Xlliac Global Funding - 144A (a)		4.80		08/10/10		242,199
								459,375
		Regional Banks (0.3%)
	195	U.S. Bancorp		4.20		05/15/14		197,419
		Restaurants (0.3%)
	185	Yum! Brands, Inc.		8.875		04/15/11		202,028
		Savings Banks (0.4%)
	320	Sovereign Bancorp, Inc.		0.842	(b)	03/23/10		295,370
		Trucks/Construction/Farm Machinery (0.6%)
	395	Caterpillar Financial Services Corp. (Series MTN)		1.507	(b)	08/06/10		394,378
	100	PACCAR Inc.		6.375		02/15/12		108,207
								502,585
		Total Corporate Bonds (Cost $35,239,247)						35,642,317
		U.S. Government Agencies & Obligations (35.3%)
		U.S. Government Agencies & Obligations (15.2%)
	5,400	Federal National Mortgage Assoc.		4.375		03/15/13		5,812,106
	1,410	Federal Home Loan Mortgage Corp.		2.125		03/23/12		1,423,688
	300	U.S. Treasury Bond		3.50		02/15/39		259,501
	1,190	U.S. Treasury Strip		0.00		11/15/20		728,498
	705	U.S. Treasury Strip		0.00		11/15/19		463,621
	2,903	U.S. Treasury Inflation Index Note (TIPS)		2.50		07/15/16		3,051,375
	6	U.S. Treasury Note		4.00		08/15/18		6,225
								11,745,014
		Major Banks - FDIC Guaranteed (16.7%)
	2,500	Bank of America Corp.		2.10		04/30/12		2,505,515
	1,960	Citigroup Inc. (Note 4)		2.125		04/30/12		1,969,945
	2,000	JPMorgan Chase & Co.		3.125		12/01/11		2,070,102
	3,710	PNC Funding Corp.		2.30		06/22/12		3,742,882
	2,600	Key Bank NA		3.20		06/15/12		2,689,682
								12,978,126
		Financial Conglomerates - FDIC Guaranteed (1.1%)
	800	General Electrics Capital Corp.		3.00		12/09/11		825,802

See Notes to Financial Statements
38

Morgan Stanley Variable Investment Series - Limited Duration

Portfolio of Investments n June 30, 2009 (unaudited) continued

PRINCIPAL AMOUNT IN THOUSANDS			COUPON RATE			MATURITY DATE	VALUE
		Investment Banks/Brokers - FDIC Guaranteed (2.3%)
$	1,710	Goldman Sachs Group Inc. (The)		3.25	%	06/15/12	$	1,770,917
		Total U.S. Government Agencies & Obligations (Cost $26,983,680)						27,319,859
		Asset-Backed Securities (10.9%)
	725	BMW Vehicle Lease Trust 2009-1 A2		2.04		04/15/11		727,009
	335	Capital Auto Receivables Assets Trust 2008-2 A2B		1.239	(b)	03/15/11		335,255
	503	Capital Auto Receivables Assets Trust 2007-SN1 A3A		5.38		07/15/10		498,340
	257	Capital Auto Receivables Assets Trust 2007-3 A3A		5.02		09/15/11		261,710
	137	CNH Equipment Trust 2009-A A1		1.736		04/15/10		137,266
	775	Daimler Chrysler Auto Trust 2007-A A3A		5.00		02/08/12		793,702
	651	Ford Credit Auto Owner Trust 2007-A A3A		5.40		08/15/11		667,990
	475	Ford Credit Auto Owner Trust 2009-A A1		1.237		06/15/10		475,608
	650	Ford Credit Auto Owner Trust 2009-A A2A		3.24		08/15/11		656,780
	325	Honda Auto Receivables Owner Trust 2009-2 A2		2.22		08/15/11		326,961
	275	John Deere Owner Trust 2009-A A1		1.132		07/02/10		278,108
	775	Nissan Auto Lease Trust 2009-A A2		2.01		04/15/11		776,903
	600	Nissan Auto Receivables Owner Trust 2009-A A2		2.94		07/15/11		608,073
	795	Nissan Auto Receivables Owner Trust 2007-B A3		5.03		05/16/11		808,539
	307	USAA Auto Owner Trust 2007-2 A3		4.90		02/15/12		312,416
	405	USAA Auto Owner Trust 2009-1 A2		2.64		08/15/11		408,537
	325	Volkswagen Auto Lease Trust 2009-A A2		2.87		07/15/11		326,268
		Total Asset-Backed Securities (Cost $8,316,073)						8,399,465
		Mortgage-Backed Securities (1.6%)
	563	Federal National Mortgage Assoc.		6.50		01/01/32 - 11/01/33		604,952
	175	Federal National Mortgage Assoc.		7.00		08/01/29 - 06/01/32		192,218
	419	Federal National Mortgage Assoc.		7.50		03/01/24 - 03/01/32		456,829
		Total Mortgage-Backed Securities (Cost $1,216,343)						1,253,999
		Collaterized Mortgage Obligation (0.6%)
	464	Federal Home Loan Mortgage Corp. 2182 ZC (Cost $496,018)		7.50		09/15/29		498,414
		Foreign Government Obligation (0.4%)
	290	Export Development Canada (Canada) (Cost $289,522)		3.125		04/24/14		291,950

See Notes to Financial Statements
39

Morgan Stanley Variable Investment Series - Limited Duration

Portfolio of Investments n June 30, 2009 (unaudited) continued

NUMBER OF CONTRACTS									VALUE
		Call Options Purchased (0.0%)
		70 Euro$ 2 YR Mid-Crv Futures September/2009 @$97.75 (Cost $54,223)							$	7,000
NUMBER OF SHARES (000)
		Short-Term Investments (5.0%)
		Investment Company (2.1%) (e)
		1,661 Morgan Stanley Institutional Liquidity Funds - Money Market Portfolio - Institutional Class (Cost $1,660,729)								1,660,729
PRINCIPAL AMOUNT IN THOUSANDS			COUPON RATE			MATURITY DATE
		U.S. Government Agency & Obligation (2.9%)
$	1,000	Federal Home Loan Mortgage Corp.		0.21	%		09/08/09			999,713
	1,205	U.S. Treasury Bill (c)(d)		0.27			11/12/09			1,203,789
		Total U.S. Government Agency & Obligation (Cost $2,203,387)								2,203,502
		Total Short-Term Investments (Cost $3,864,116)								3,864,231
		Total Investments (Cost $76,459,222) (f)(g)					99.8	%		77,277,235
		Total Written Options Outstanding (premium received $7,031)					0.0			(369	)
		Other Assets in Excess of Liabilities					0.2			163,536
		Net Assets					100.0	%	$	77,440,402

FDIC Federal Deposit Insurance Corporation.

MTN Medium Term Note.

TIPS Treasury Inflation-Protected Security.

(a) Resale is restricted to qualified institutional investors.

(b) Floating rate security, rate shown is the rate in effect at June 30, 2009.

(c) A portion of this security has been physically segregated in connection with open futures contracts.

(d) Purchased on a discount basis. The interest rates shown have been adjusted to reflect a money market equivalent yield.

(e) See Note 4 to the financial statements regarding investments in Morgan Stanley Institutional Liquidity Funds - Money Market Portfolio - Institutional Class.

(f) Securities have been designated as collateral in connection with open futures and swap contracts.

See Notes to Financial Statements
40

Morgan Stanley Variable Investment Series - Limited Duration

Portfolio of Investments n June 30, 2009 (unaudited) continued

(g) The aggregate cost for federal income tax purposes approximates the aggregate cost for book purposes. The aggregate gross unrealized appreciation is $1,106,413 and the aggregate gross unrealized depreciation is $288,400 resulting in net unrealized appreciation of $818,013.

OPTIONS WRITTEN AT JUNE 30, 2009:

NUMBER OF CONTRACTS				DESCRIPTION				STRIKE PRICE				EXPIRATION DATE				PREMIUM				VALUE
	59			EURO$ 2 YR MID-CRV FUTURES				$	98.50			September 2009				$	7,031			$	369

FUTURES CONTRACTS OPEN AT JUNE 30, 2009:

NUMBER OF CONTRACTS		LONG/SHORT	DESCRIPTION, DELIVERY MONTH AND YEAR	UNDERLYING FACE AMOUNT AT VALUE			UNREALIZED APPRECIATION (DEPRECIATION)
	41	Long	U.S. Treasury Notes 10 Year, September 2009	$	4,766,891		$	82,550
	8	Long	90 Day Euro$ June 2011		1,940,400			(7,271	)
	8	Long	90 Day Euro$ September 2011		1,934,400			(8,830	)
	8	Long	90 Day Euro$ December 2011		1,928,800			(9,800	)
	8	Long	90 Day Euro$ March 2012		1,924,900			(10,825	)
	109	Short	U.S. Treasury Notes 5 Year, September 2009		(12,504,344	)		18,606
	72	Short	U.S. Treasury Notes 2 Year, September 2009		(15,567,751	)		22,196
Net Unrealized Appreciation							$	86,626

See Notes to Financial Statements
41

Morgan Stanley Variable Investment Series - Limited Duration

Portfolio of Investments n June 30, 2009 (unaudited) continued

INTEREST RATE/ASSET SWAP CONTRACTS OPEN AT JUNE 30, 2009:

COUNTERPARTY	NOTIONAL AMOUNT (000'S)		PAYMENTS RECEIVED BY FUND	PAYMENTS MADE BY FUND	TERMINATION DATE	UNREALIZED APPRECIATION (DEPRECIATION)
Barclays Bank***	$	804	Fixed Rate 4.64%	Floating Rate 0.00#%	May 27, 2019	$	(2,669	)
UBS AG***		2,347	Fixed Rate 4.66	Floating Rate 0.00#	May 27, 2019		(6,008	)
Barclays Bank^^		1,590	Fixed Rate 0.00	Floating Rate 0.00#	November 15, 2019		(93,898	)
Deutsche Bank AG Frankfurt^^		1,100	Fixed Rate 0.00	Floating Rate 0.00#	November 15, 2021		(66,595	)
UBS AG^^		320	Fixed Rate 0.00	Floating Rate 0.00#	November 15, 2019		(18,351	)
Barclays Bank		184	Floating Rate 0.66#	Fixed Rate 4.04	May 27, 2039		3,882
UBS AG		544	Floating Rate 0.66#	Fixed Rate 4.04	May 27, 2039		11,478
Barclays Bank^^		1,590	Floating Rate 0.00#	Fixed Rate 0.00	November 15, 2019		(72,923	)
Deutsche Bank AG Frankfurt^^		1,100	Floating Rate 0.00#	Fixed Rate 0.00	November 15, 2021		(32,120	)
JPMorgan Chase N.A. New York^^		705	Floating Rate 0.00#	Fixed Rate 0.00	November 15, 2019		(26,671	)
JPMorgan Chase N.A. New York^^		1,190	Floating Rate 0.00#	Fixed Rate 0.00	November 15, 2020		(59,707	)
UBS AG^^		320	Floating Rate 0.00#	Fixed Rate 0.00	November 15, 2019		(10,243	)
UBS AG##		1,410	Floating Rate 1.786#	Fixed Rate 2.50###	July 15, 2016		25,050
UBS AG##		1,340	Floating Rate 1.676#	Fixed Rate 2.50###	July 15, 2016		25,518
Net Unrealized Depreciation						$	(323,257	)

# Floating rate based on USD-3 Months LIBOR.

## Asset swap.

### Fixed rate based on interest received from TIPS bond/note held by the Portfolio.

^^ Portfolio will receive $436,614, $367,331, $88,415, and make payments of $616,586, $474,412, $267,984, $503,070, and $119,772 respectively, on termination date.

*** Forward interest rate swap. Periodic payments on specified notional contract amount with future effective date, unless terminated earlier.

LONG-TERM CREDIT ANALYSIS
AAA	67.1	%
AA	9.7
A	15.9
BBB	7.0
BB	—
B or BELOW	0.3
	100.0	%++

++ Does not include open long/short futures contracts with an underlying face amount of $40,567,486 with net unrealized appreciation of $86,626. Also does not include open swap contracts with net unrealized depreciation of $323,257 and options written with a market value of $369.

See Notes to Financial Statements
42

Morgan Stanley Variable Investment Series - Income Plus

Portfolio of Investments n June 30, 2009 (unaudited)

PRINCIPAL AMOUNT IN THOUSANDS			COUPON RATE			MATURITY DATE	VALUE
		Corporate Bonds (95.0%)
		Accident & Health Insurance (0.8%)
$	660	Aflac, Inc.		8.50	%	05/15/19	$	706,419
	945	Travelers Cos., Inc. (The)		5.80		05/15/18		973,025
	370	Travelers Cos., Inc. (The)		5.90		06/02/19		381,901
								2,061,345
		Advertising/Marketing Services (0.4%)
	1,195	WPP Finance (United Kingdom)		8.00		09/15/14		1,214,830
		Aerospace & Defense (0.3%)
	770	Boeing Co. (The)		6.00		03/15/19		841,187
		Agricultural Commodities/Milling (0.1%)
	365	Bunge Limited Finance Corp.		8.50		06/15/19		382,305
		Airlines (0.3%)
	1,056	America West Airlines LLC (Series 2001-1G)		7.10		04/02/21		813,449
		Aluminum (0.3%)
	270	Alcoa Inc.		5.87		02/23/22		212,532
	465	Alcoa Inc.		6.75		07/15/18		413,207
								625,739
		Banking (0.2%)
	90	Capital One Financial Corp.		7.375		05/23/14		92,901
	260	Robabank Nederland (Netherlands) - 144A (a)		11.00	(b)	12/31/49		289,983
								382,884
		Banks - Commercial (0.6%)
	490	Northern Trust Co.		6.50		08/15/18		534,047
	830	Standard Chartered PLC (United Kingdom) - 144A (a)		5.50		11/18/14		847,977
								1,382,024
		Beverages: Alcoholic (1.6%)
	470	Anheuser-Busch InBev Worldwide Inc.		5.50		01/15/18		454,638
	510	Anheuser-Busch InBev Worldwide Inc. - 144A (a)		5.375		11/15/14		515,142
	305	Anheuser-Busch InBev Worldwide Inc. - 144A (a)		7.20		01/15/14		328,229
	85	Anheuser-Busch InBev Worldwide Inc. - 144A (a)		8.20		01/15/39		94,944
	610	Bacardi Ltd. (Bermuda) - 144A (a)		8.20		04/01/19		669,261
	165	Constellation Brands, Inc.		7.25		09/01/16		153,450
	250	Diageo Capital PLC (United Kingdom)		5.875		09/30/36		254,941
	870	Diageo Capital PLC (United Kingdom)		7.375		01/15/14		985,324
	700	FBG Finance Ltd. (Australia) - 144A (a)		5.125		06/15/15		656,560
								4,112,489

See Notes to Financial Statements
43

Morgan Stanley Variable Investment Series - Income Plus

Portfolio of Investments n June 30, 2009 (unaudited) continued

PRINCIPAL AMOUNT IN THOUSANDS			COUPON RATE			MATURITY DATE	VALUE
		Biotechnology (0.9%)
$	275	Amgen Inc.		5.70	%	02/01/19	$	290,664
	990	Amgen Inc.		5.85		06/01/17		1,052,162
	790	Biogen Idec Inc.		6.875		03/01/18		801,718
								2,144,544
		Broadcasting (0.3%)
	695	Grupo Televisa S.A.		6.00		05/15/18		658,729
		Cable/Satellite TV (2.1%)
	865	Comcast Cable Communications, LLC		7.125		06/15/13		952,328
	685	Comcast Corp.		5.70		05/15/18		689,868
	270	Comcast Corp.		6.45		03/15/37		266,945
	1,620	Comcast Corp.		6.50		01/15/15		1,720,304
	320	CSC Holdings, Inc.		7.625		07/15/18		298,000
	275	DIRECTV Holdings LLC/Financing Co., Inc.		6.375		06/15/15		255,750
	985	DIRECTV Holdings LLC/Financing Co., Inc.		7.625		05/15/16		962,838
								5,146,033
		Cellular Telephone (0.1%)
	260	Qwest Corp.		6.875		09/15/33		191,100
		Chemicals: Agricultural (0.3%)
	615	Potash Corp. of Saskatchewan (Canada)		6.50		05/15/19		663,891
		Chemicals: Major Diversified (0.3%)
	745	E.I. du Pont de Nemours & Co.		6.00		07/15/18		804,467
		Computer Communications (0.3%)
	650	Cisco Systems, Inc.		5.90		02/15/39		642,333
		Construction Materials (0.5%)
	820	CRH America, Inc.		6.00		09/30/16		730,774
	480	CRH America, Inc.		8.125		07/15/18		462,821
								1,193,595
		Consumer Products & Services (0.2%)
	460	Fortune Brands, Inc.		6.375		06/15/14		457,859
		Containers/Packaging (0.2%)
	515	Sealed Air Corp. - 144A (a)		7.875		06/15/17		511,148
		Data Processing Services (0.3%)
	730	Fiserv, Inc.		6.80		11/20/17		739,435
		Discount Stores (1.1%)
	1,110	Wal-Mart stores, Inc.		4.125		02/01/19		1,082,411
	505	Wal-Mart stores, Inc.		5.25		09/01/35		483,179
	1,020	Wal-Mart stores, Inc.		5.80		02/15/18		1,113,029
								2,678,619

See Notes to Financial Statements
44

Morgan Stanley Variable Investment Series - Income Plus

Portfolio of Investments n June 30, 2009 (unaudited) continued

PRINCIPAL AMOUNT IN THOUSANDS			COUPON RATE			MATURITY DATE	VALUE
		Diversified Manufacturing (0.4%)
$	1,150	Tyco Electronics Group S.A. (Luxembourg)		5.95	%	01/15/14	$	1,074,992
		Drugstore Chains (0.6%)
	1,576	CVS Lease Pass-Through Trust - 144A (a)		6.036		12/10/28		1,350,440
	120	CVS Lease Pass-Through Trust - 144A (a)		8.353		07/10/31		120,360
								1,470,800
		Electric Utilities (8.9%)
	1,610	AES Corp. (The)		8.00		06/01/20		1,453,025
	650	Carolina Power & Light, Inc.		5.15		04/01/15		684,666
	670	CenterPoint Energy Resources, Corp.		6.25		02/01/37		505,503
	375	CenterPoint Energy Resources, Corp. (Series B)		7.875		04/01/13		400,324
	65	CMS Energy Corp.		6.30		02/01/12		63,365
	775	Consumers Energy Co.		5.80		09/15/35		712,722
	435	Dominion Resources, Inc.		7.00		06/15/38		476,023
	645	DTE Energy Co.		7.625		05/15/14		673,841
	605	E.ON International Finance BV (Netherlands) - 144A (a)		5.80		04/30/18		630,534
	575	Electricite de France (France) - 144A (a)		6.95		01/26/39		647,715
	575	Enel Finance International S.A. (Luxembourg) - 144A (a)		6.25		09/15/17		601,304
	1,270	Exelon Corp.		6.75		05/01/11		1,326,151
	365	Florida Power Corp.		5.80		09/15/17		394,690
	1,035	FPL Group Capital Inc.		6.00		03/01/19		1,113,736
	950	Georgia Power Co.		5.95		02/01/39		999,434
	1,520	Ohio Edison Co.		6.40		07/15/16		1,554,753
	1,670	Ohio Power Company (Series K)		6.00		06/01/16		1,703,303
	865	Pacific Gas & Electric Co.		5.625		11/30/17		917,126
	220	Pacific Gas & Electric Co.		6.25		03/01/39		235,942
	1,025	PPL Energy Supply LLC		6.50		05/01/18		1,042,333
	230	CP&L, Inc.		5.30		01/15/19		240,567
	230	Progress Energy, Inc.		7.05		03/15/19		255,640
	430	Public Service Co. of Colorado		6.50		08/01/38		489,409
	1,015	Public Service Electric & Gas Co. (Series B)		5.125		09/01/12		1,051,591
	710	Southwestern Public Service Co.		8.75		12/01/18		854,603
	960	Texas Eastern Transmission LP		7.00		07/15/32		1,012,743
	695	Union Electric Co.		6.40		06/15/17		714,711
	1,230	Virginia Electric & Power Co.		8.875		11/15/38		1,653,687
								22,409,441
		Electrical Products (0.4%)
	470	Cooper US, Inc.		5.25		11/15/12		502,341
	505	Emerson Electric Co.		4.875		10/15/19		506,179
								1,008,520

See Notes to Financial Statements
45

Morgan Stanley Variable Investment Series - Income Plus

Portfolio of Investments n June 30, 2009 (unaudited) continued

PRINCIPAL AMOUNT IN THOUSANDS			COUPON RATE			MATURITY DATE	VALUE
		Electronic Components (0.3%)
$	746	Koninklijke (Royal) Philips Electronics N.V. (Netherlands)		5.75	%	03/11/18	$	753,235
		Electronic Equipment/Instruments (0.4%)
	1,175	Xerox Corp.		6.35		05/15/18		1,050,398
		Electronic Production Equipment (0.4%)
	1,000	KLA-Tencor Corp.		6.90		05/01/18		900,503
		Electronics/Appliances (0.2%)
	450	Whirlpool Corp.		8.60		05/01/14		470,711
		Finance/Rental/Leasing (1.1%)
	780	Capital One Financial Corp.		6.75		09/15/17		747,442
	1,930	CIT Group, Inc.		5.65		02/13/17		1,090,396
	1,060	SLM Corp. (Series A)		1.252	(b)	07/26/10		962,361
								2,800,199
		Financial Conglomerates (7.6%)
	420	American Express Co.		8.125		05/20/19		436,586
	1,995	American Express Credit Corp. (Series C)		7.30		08/20/13		2,076,055
	1,165	Brookfield Asset Management Inc. (Canada)		5.80		04/25/17		965,537
	1,845	Citigroup Inc. (Note 4)		5.25		02/27/12		1,802,735
	1,735	Citigroup Inc. (Note 4)		5.875		05/29/37		1,359,726
	480	Citigroup Inc. (Note 4)		6.125		05/15/18		420,525
	1,930	Citigroup Inc. (Note 4)		8.50		05/22/19		1,966,529
	1,980	General Electrics Capital Corp.		5.625		05/01/18		1,875,836
	1,095	JPMorgan Chase & Co.		4.75		05/01/13		1,109,855
	2,430	JPMorgan Chase & Co.		6.00		01/15/18		2,417,959
	340	JPMorgan Chase & Co.		6.30		04/23/19		342,600
	2,040	JPMorgan Chase & Co.		6.75		02/01/11		2,133,538
	1,025	Principal Financial Group, Inc.		8.875		05/15/19		1,077,835
	660	Prudential Financial Inc.		7.375		06/15/19		649,131
	635	Prudential Financial Inc. (Series D)		6.625		12/01/37		551,776
								19,186,223
		Food Retail (0.8%)
	835	Delhaize America, Inc.		9.00		04/15/31		1,016,317
	610	Kroger Co. (The)		5.00		04/15/13		624,560
	390	Kroger Co. (The)		6.40		08/15/17		414,126
								2,055,003
		Food: Major Diversified (2.0%)
	860	ConAgra Foods, Inc.		7.00		10/01/28		856,723
	740	ConAgra Foods, Inc.		8.25		09/15/30		827,593
	275	General Mills, Inc.		5.25		08/15/13		290,721
	710	General Mills, Inc.		5.65		02/15/19		743,443

See Notes to Financial Statements
46

Morgan Stanley Variable Investment Series - Income Plus

Portfolio of Investments n June 30, 2009 (unaudited) continued

PRINCIPAL AMOUNT IN THOUSANDS			COUPON RATE				MATURITY DATE	VALUE
$	960	Kraft Foods Inc.		6.125	%		02/01/18	$	994,216
	700	Kraft Foods Inc.		6.875			02/01/38		742,840
	610	Kraft Foods Inc.		6.875			01/26/39		647,784
									5,103,320
		Foods & Beverages (0.4%)
	860	Dr Pepper Snapple Group, Inc.		6.82			05/01/18		910,975
		Gas Distributors (1.3%)
	650	DCP Midstream LLC - 144A (a)		6.75			09/15/37		541,496
	380	Florida Gas Transmission Co. LLC - 144A (a)		7.90			05/15/19		418,378
	965	NiSource Finance Corp.		6.80		��	01/15/19		905,836
	1,370	Questar Market Resources, Inc.		6.80			04/01/18		1,292,920
									3,158,630
		Home Building (0.1%)
	290	Pulte Homes, Inc.		6.375			05/15/33		192,850
		Home Improvement Chains (0.5%)
	1,325	Home Depot, Inc. (The)		5.40			03/01/16		1,324,473
		Hospital/Nursing Management (0.3%)
	305	HCA Inc. - 144A (a)		8.50			04/15/19		300,425
	380	Tenet Healthcare Corp.		7.375			02/01/13		343,900
									644,325
		Household/Personal Care (0.1%)
	205	Proctor & Gamble Co. (The)		5.55			03/05/37		208,337
		Industrial Conglomerates (3.3%)
	8,245	General Electric Co.		5.25			12/06/17		8,110,557
	130	Honeywell International Inc.		5.70			03/15/37		133,569
									8,244,126
		Industrial Specialties (0.3%)
	550	Cox Communications, Inc. - 144A (a)		8.375			03/01/39		615,041
	130	Georgia-Pacific LLC - 144A (a)		8.25			05/01/16		126,750
									741,791
		Information Technology Services (0.1%)
	200	IBM Corp.		8.00			10/15/38		259,715
		Insurance (0.8%)
	1,285	American Financial Group, Inc.		9.875			06/15/19		1,287,420
	745	Lincoln National Corp.		8.75			07/01/19		752,551
									2,039,971

See Notes to Financial Statements
47

Morgan Stanley Variable Investment Series - Income Plus

Portfolio of Investments n June 30, 2009 (unaudited) continued

PRINCIPAL AMOUNT IN THOUSANDS			COUPON RATE			MATURITY DATE	VALUE
		Insurance Brokers/Services (0.9%)
$	840	Allstate Corp. (Note 4)		7.45	%	05/16/19	$	910,366
	1,750	Farmers Insurance Exchange - 144A (a)		8.625		05/01/24		1,414,588
								2,324,954
		Integrated Oil (2.0%)
	3,145	ConocoPhillips		6.50		02/01/39		3,358,998
	835	Marathon Oil Corp.		5.90		03/15/18		838,607
	950	Petro-Canada (Canada)		5.95		05/15/35		858,826
								5,056,431
		International Banks (0.5%)
	1,300	UBS AG Stamford, Connecticut (Switzerland)		5.875		12/20/17		1,212,604
		Investment Banks/Brokers (5.9%)
	870	Ameriprise Financial, Inc.		7.30		06/28/19		891,849
	610	Bear Stearns Companies LLC (The)		5.55		01/22/17		566,169
	1,060	Bear Stearns Companies LLC (The)		7.25		02/01/18		1,119,013
	6,085	Goldman Sachs Group, Inc.		6.15		04/01/18		5,934,068
	1,565	Goldman Sachs Group, Inc.		6.75		10/01/37		1,395,352
	1,070	Merrill Lynch & Co		5.45		02/05/13		1,042,260
	895	Merrill Lynch & Co		7.75		05/14/38		833,646
	3,260	Merrill Lynch & Co (Series MTN)		6.875		04/25/18		3,022,144
								14,804,501
		Life/Health Insurance (0.8%)
	290	MetLife, Inc. (Series A) (Note 4)		6.817		08/15/18		292,553
	590	MetLife, Inc. (Note 4)		7.717		02/15/19		632,164
	965	MetLife, Inc. (Note 4)		10.75		08/01/39		964,817
								1,889,534
		Major Banks (9.2%)
	1,115	Bank of America Corp.		5.65		05/01/18		986,897
	1,865	Bank of America Corp.		5.75		12/01/17		1,663,319
	795	Bank of America Corp.		7.625		06/01/19		799,920
	1,015	Bank of New York Mellon Corp. (Series G)		4.50		04/01/13		1,033,774
	1,280	Barclays Bank PLC (United Kingdom)		6.75		05/22/19		1,271,729
	545	Barclays Bank PLC (United Kingdom) - 144A (a)		6.05		12/04/17		473,352
	1,160	BB&T Corp.		6.85		04/30/19		1,208,512
	735	Credit Suisse Group (Series MTN) (Switzerland)		5.00		05/15/13		752,063
	1,070	Credit Suisse Group (Switzerland)		5.50		05/01/14		1,112,839
	530	Credit Suisse Group (Switzerland)		6.00		02/15/18		529,993
	615	Credit Suisse USA Inc. (Switzerland)		5.125		08/15/15		631,462
	1,675	HBOS PLC (United Kingdom) - 144A (a)		6.75		05/21/18		1,266,375

See Notes to Financial Statements
48

Morgan Stanley Variable Investment Series - Income Plus

Portfolio of Investments n June 30, 2009 (unaudited) continued

PRINCIPAL AMOUNT IN THOUSANDS			COUPON RATE			MATURITY DATE	VALUE
$	1,140	HSBC Finance Corp.		6.375	%	10/15/11	$	1,166,316
	1,660	HSBC Finance Corp.		6.75		05/15/11		1,707,541
	760	PNC Bank NA		6.00		12/07/17		704,688
	455	PNC Funding Corp.		6.70		06/10/19		470,135
	420	State Street Corp.		4.30		05/30/14		415,683
	1,370	Wachovia Bank NA		5.85		02/01/37		1,212,386
	5,875	Wells Fargo & Co.		5.625		12/11/17		5,792,533
								23,199,517
		Major Telecommunications (8.0%)
	1,855	AT&T Inc.		6.15		09/15/34		1,766,468
	4,070	AT&T Corp.		8.00		11/15/31		4,710,626
	375	Deutsche Telekom International Finance Corp. BV (Netherlands)		6.00		07/08/19		379,044
	315	Deutsche Telekom International Finance Corp. BV (Netherlands)		6.75		08/20/18		334,886
	555	Deutsche Telekom International Finance Corp. BV (Netherlands)		8.75		06/15/30		651,440
	630	France Telecom S.A. (France)		8.50	(b)	03/01/31		811,392
	475	Rogers Communications, Inc. (Canada)		6.80		08/15/18		510,083
	1,680	Telcom Italia Capital (Luxembourg)		6.999		06/04/18		1,702,376
	725	Telcom Italia Capital (Luxembourg)		7.175		06/18/19		736,226
	2,120	Telefonica Europe BV (Netherlands)		8.25		09/15/30		2,631,946
	2,575	Verizon Communications Inc.		5.50		02/15/18		2,561,597
	225	Verizon Communications Inc.		6.35		04/01/19		234,491
	790	Verizon Communications Inc.		6.90		04/15/38		826,763
	1,015	Verizon Communications Inc.		8.95		03/01/39		1,285,641
	985	Verizon Wireless Capital LLC - 144A (a)		5.55		02/01/14		1,046,759
								20,189,738
		Managed Health Care (0.9%)
	215	Aetna Inc.		6.50		09/15/18		215,746
	1,760	Unitedhealth Group Inc.		6.00		02/15/18		1,691,899
	260	WellPoint Inc.		7.00		02/15/19		269,248
								2,176,893
		Manufacturers (0.2%)
	575	ITT Corp.		6.125		05/01/19		592,037
		Marine Shipping (0.3%)
	700	Union Pacific Corp.		6.125		02/15/20		727,245
		Media Conglomerates (3.4%)
	170	News America, Inc.		6.40		12/15/35		149,229
	1,050	News America, Inc.		6.65		11/15/37		947,313

See Notes to Financial Statements
49

Morgan Stanley Variable Investment Series - Income Plus

Portfolio of Investments n June 30, 2009 (unaudited) continued

PRINCIPAL AMOUNT IN THOUSANDS			COUPON RATE			MATURITY DATE	VALUE
$	270	Thomson Reuters Corp. (Canada)		6.50	%	07/15/18	$	281,474
	1,685	Time Warner Cable Inc.		6.75		07/01/18		1,757,996
	375	Time Warner Cable Inc.		6.75		06/15/39		366,135
	350	Time Warner Cable Inc.		8.25		04/01/19		397,797
	485	Time Warner Cable Inc.		8.75		02/14/19		565,946
	1,415	Time Warner, Inc.		5.875		11/15/16		1,396,551
	610	Time Warner, Inc.		6.50		11/15/36		535,754
	445	Time Warner, Inc.		7.70		05/01/32		438,445
	780	Viacom Inc.		6.875		04/30/36		720,712
	865	Vivendi - 144A (a) (France)		6.625		04/04/18		872,242
								8,429,594
		Medical Specialties (0.8%)
	820	Fisher Scientific International, Inc.		6.125		07/01/15		824,095
	1,000	Hospira, Inc.		1.712	(b)	03/30/10		991,236
	270	Hospira, Inc. (Series G)		6.40		05/15/15		284,564
								2,099,895
		Motor Vehicles (0.5%)
	645	DaimlerChrysler North American Holdings Co.		8.50		01/18/31		680,231
	755	Harley-Davidson Funding Corp. - 144A (a)		6.80		06/15/18		656,097
								1,336,328
		Multi-Line Insurance (0.8%)
	925	AIG SunAmerica Global Financing VI - 144A (a)		6.30		05/10/11		869,362
	1,450	American General Finance Corp. (Series H)		4.625		09/01/10		1,097,824
								1,967,186
		Oil & Gas Pipelines (2.7%)
	364	Colorado Interstate Gas Co.		6.80		11/15/15		375,752
	1,265	Enterprise Products Operating LLP (Series G)		5.60		10/15/14		1,301,564
	400	Gaz Capital S.A. - 144A (a)		6.51		03/07/22		302,000
	955	Kinder Morgan Energy Partners, L.P.		5.85		09/15/12		996,334
	645	Kinder Morgan Finance Co., U.L.C. (Canada)		5.70		01/05/16		556,313
	1,095	Plains All American Pipeline LP/PAA Finance Corp.		6.70		05/15/36		990,163
	1,220	Trans-Canada Pipelines Ltd. (Canada)		6.20		10/15/37		1,253,222
	860	Transcontinental Gas Pipe Line Corp. (Series B)		8.875		07/15/12		946,211
								6,721,559
		Oil & Gas Production (2.3%)
	345	Apache Corp.		6.90		09/15/18		395,678
	665	Chesapeake Energy Corp.		7.625		07/15/13		635,075
	640	Devon Financing Corp. U.L.C. (Canada)		7.875		09/30/31		755,743
	1,220	Encana Corp.		6.50		02/01/38		1,254,044

See Notes to Financial Statements
50

Morgan Stanley Variable Investment Series - Income Plus

Portfolio of Investments n June 30, 2009 (unaudited) continued

PRINCIPAL AMOUNT IN THOUSANDS			COUPON RATE			MATURITY DATE	VALUE
$	445	Newfield Exploration Co.		7.125	%	05/15/18	$	406,619
	480	Plains Exploration & Production Co.		7.625		06/01/18		433,200
	1,050	XTO Energy Inc.		5.50		06/15/18		1,054,006
	685	XTO Energy Inc.		6.50		12/15/18		736,201
								5,670,566
		Oil Related (0.4%)
	985	Transocean Inc. (Cayman Islands)		6.00		03/15/18		1,025,753
		Oilfield Services/Equipment (0.4%)
	1,035	Weatherford International, Inc. (Switzerland)		6.35		06/15/17		1,026,500
		Other Metals/Minerals (0.8%)
	1,050	Rio Tinto Finance USA Ltd. (Australia)		6.50		07/15/18		1,052,387
	475	Teck Resources Ltd. (Canada) - 144A (a)		10.25		05/15/16		498,174
	505	Vale Oversea Ltd. (Cayman Islands)		6.875		11/21/36		480,763
								2,031,324
		Pharmaceuticals: Major (3.1%)
	450	AstraZeneca PLC (United Kingdom)		5.90		09/15/17		482,661
	365	AstraZeneca PLC (United Kingdom)		6.45		09/15/37		406,010
	495	Bristol-Myers Squibb Co.		6.125		05/01/38		536,778
	725	Merck & Co., Inc.		5.00		06/30/19		735,518
	3,025	Pfizer Inc.		6.20		03/15/19		3,314,305
	405	Pfizer Inc.		7.20		03/15/39		482,526
	1,155	Roche Holdings Inc. - 144A (a)		6.00		03/01/19		1,233,823
	575	Schering-Plough Corp.		6.00		09/15/17		613,371
								7,804,992
		Property - Casualty Insurers (1.7%)
	975	Ace INA Holdings, Inc.		5.60		05/15/15		988,191
	270	Ace INA Holdings, Inc.		5.90		06/15/19		271,140
	1,680	Berkshire Hathaway Finance Corp.		5.40		05/15/18		1,734,340
	290	Chubb Corp. (The)		5.75		05/15/18		301,320
	1,235	Platinum Underwriters Finance, Inc. (Series B)		7.50		06/01/17		1,055,266
								4,350,257
		Pulp & Paper (0.2%)
	460	International Paper Co. (Canada)		9.375		05/15/19		469,655
		Railroads (1.0%)
	580	Canadian National Railway Co. (Canada)		5.55		03/01/19		602,079
	745	Norfolk Southern Corp.		5.75		01/15/16		772,689
	980	Union Pacific Corp.		5.45		01/31/13		1,016,783
								2,391,551

See Notes to Financial Statements
51

Morgan Stanley Variable Investment Series - Income Plus

Portfolio of Investments n June 30, 2009 (unaudited) continued

PRINCIPAL AMOUNT IN THOUSANDS			COUPON RATE			MATURITY DATE	VALUE
		Regional Banks (0.6%)
$	1,450	U.S. Bancorp		4.20	%	05/15/14	$	1,467,987
		Restaurants (0.5%)
	235	Yum! Brands, Inc.		6.25		03/15/18		242,196
	1,040	Yum! Brands, Inc.		6.875		11/15/37		1,051,595
								1,293,791
		Savings Banks (0.5%)
	1,445	Sovereign Bancorp, Inc.		0.842	(b)	03/23/10		1,333,780
		Services to the Health Industry (0.5%)
	1,220	Medco Health Solutions, Inc.		7.125		03/15/18		1,286,838
		Specialty Telecommunications (0.5%)
	840	Centurytel Inc.		6.00		04/01/17		759,238
	715	Frontier Communications Corp.		7.125		03/15/19		613,113
								1,372,351
		Steel (0.8%)
	1,275	ArcelorMittal (Luxembourg)		6.125		06/01/18		1,117,460
	815	ArcelorMittal (Luxembourg)		9.85		06/01/19		880,968
								1,998,428
		Telecommunication Equipment (0.3%)
	545	Corning Inc.		6.625		05/15/19		557,999
	290	Corning Inc.		7.25		08/15/36		282,104
								840,103
		Telecommunications (0.2%)
	445	Qwest Corp.		6.50		06/01/17		393,825
		Television (0.3%)
	820	CBS Corp.		8.875		05/15/19		800,467
		Tobacco (1.5%)
	280	Altria Group, Inc.		9.25		08/06/19		314,944
	460	Altria Group, Inc.		9.70		11/10/18		528,201
	505	Altria Group, Inc.		10.20		02/06/39		598,262
	445	BAT International Finance PLC (United Kingdom) - 144A (a)		9.50		11/15/18		523,869
	835	Lorillard Tobacco Co.		8.125		06/23/19		865,502
	835	Phillip Morris International Inc.		5.65		05/16/18		876,768
	45	Phillip Morris International Inc.		6.375		05/16/38		48,040
								3,755,586

See Notes to Financial Statements
52

Morgan Stanley Variable Investment Series - Income Plus

Portfolio of Investments n June 30, 2009 (unaudited) continued

PRINCIPAL AMOUNT IN THOUSANDS			COUPON RATE			MATURITY DATE	VALUE
		Trucks/Construction/Farm Machinery (0.6%)
$	515	Caterpillar Financial Services Corp. (Series F)		4.90	%	08/15/13	$	513,531
	285	Caterpillar Inc.		7.90		12/15/18		329,264
	745	John Deere Capital Corp. (Series MTN)		5.75		09/10/18		761,517
								1,604,312
		Wireless Telecommunications (0.4%)
	1,090	Vodafone Group PLC (United Kingdom)		5.625		02/27/17		1,108,786
		Total Corporate Bonds (Cost $237,938,867)						238,411,411
		Collateralized Mortgage Obligations (0.6%)
	475	Banc of America Commercial Mortgage Inc. 2007-4 A4		5.744		07/10/17		384,457
	850	Bear Stearns Commercial Mortgage Sec. Inc. 2007-T26 A4		5.471		01/12/45		708,211
	425	LB-UBS Commercial Mortgage Trust 2006-C A4		5.372		09/15/39		345,687
		Total Collaterized Mortgage Obligations (Cost $1,439,079)						1,438,355
		U.S. Government Obligation (0.5%)
	1,094	U.S. Treasury Inflation Index Note (TIPS) (Cost $1,284,301)		3.625		04/15/28		1,334,226
		Foreign Government Obligation (0.3%)
	665	Republic of Korea (The) (Korea) (Cost $658,696)		7.125		04/16/19		718,578
		Municipal Bond (0.2%)
		General Obligation
	600	State of California (Cost $602,974)		5.95		04/01/16		577,218
		Mortgage-Backed Security (0.0%)
	3	Federal Home Loan Mortgage Corp. (Cost $3,027)		6.50		12/01/28		3,133
		Short-Term Investments (1.6%)
		U.S. Government Obligation (c)(d) (1.0%)
	2,525	U.S. Treasury Bill (Cost $2,522,462)		0.28		11/12/09		2,522,462

See Notes to Financial Statements
53

Morgan Stanley Variable Investment Series - Income Plus

Portfolio of Investments n June 30, 2009 (unaudited) continued

NUMBER OF SHARES (000)				VALUE
	Investment Company (0.6%) (e)(f)
	1,430Morgan Stanley Institutional Liquidity Funds - Money Market Portfolio - Institutional Class (Cost $1,430,334)			$	1,430,334
	Total Short-Term Investments (Cost $3,952,796)				3,952,796
	Total Investments (Cost $245,879,740) (g)(h)	98.2	%		246,435,717
	Other Assets in Excess of Liabilities	0.8			4,469,169
	Net Assets	100.0	%	$	250,904,886

MTN Medium Term Note.

TIPS Treasury Inflation-Protected Security.

(a) Resale is restricted to qualified institutional investors.

(b) Floating rate security, rate shown is the rate in effect at June 30, 2009.

(c) A portion of this security has been physically segregated in connection with open futures contracts.

(d) Purchased on a discount basis. The interest rate shown has been adjusted to reflect a money market equivalent yield.

(e) May Include cash designated as collateral in connection with open swap contracts.

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

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

(h) The aggregate cost for federal income tax purposes approximates the aggregate cost for book purposes. The aggregate gross unrealized appreciation is $7,436,597 and the aggregate gross unrealized depreciation is $6,880,620 resulting in net unrealized appreciation of $555,977.

FUTURES CONTRACTS OPEN AT JUNE 30, 2009:

NUMBER OF CONTRACTS		LONG/SHORT	DESCRIPTION, DELIVERY MONTH AND YEAR	UNDERLYING FACE AMOUNT AT VALUE			UNREALIZED APPRECIATION (DEPRECIATION)
	149	Long	U.S. Treasury Notes 2 Year, September 2009	$	32,216,595		$	(56,530	)
	207	Long	U.S. Treasury Notes 5 Year, September 2009		23,746,781			(95,574	)
	96	Short	U.S. Treasury Bonds 20 Year, September 2009		(11,013,000	)		(186,037	)
	390	Short	U.S. Treasury Notes 10 Year, September 2009		(44,740,313	)		164,833
Net Unrealized Depreciation							$	(173,308	)

See Notes to Financial Statements
54

Morgan Stanley Variable Investment Series - Income Plus

Portfolio of Investments n June 30, 2009 (unaudited) continued

ASSET SWAP CONTRACT OPEN AT JUNE 30, 2009:

COUNTERPARTY

NOTIONAL
AMOUNT
(000'S)

PAYMENTS
RECEIVED
BY FUND

PAYMENTS
MADE
BY FUND

TERMINATION
DATE

UNREALIZED
APPRECIATION

Barclays Capital

830

Floating Rate 2.408#%

Fixed Rate 3.625##%

April 16, 2023

20,909

# Floating rate based on USD-3 Months LIBOR.

## Fixed rate based on interest received from TIPS bond/note held by the Portfolio.

CREDIT DEFAULT SWAP CONTRACTS OPEN AT JUNE 30, 2009:

SWAP COUNTERPARTY & REFERENCE OBLIGATION	BUY/SELL PROTECTION	NOTIONAL AMOUNT (000'S)		INTEREST RATE			TERMINATION DATE	UNREALIZED APPRECIATION (DEPRECIATION)			UPFRONT PAYMENTS			VALUE			CREDIT RATING OF REFERENCE OBLIGATION+++
																	(unaudited)
Bank of America, N.A. Carnival Corp.	Buy	$	1,185		1.57	%	March 20, 2018	$	(815	)		—		$	(815	)	BBB+
Bank of America, N.A. Centurytel, Inc.	Buy		905		0.88		September 20, 2017		2,371			—			2,371		BBB-
Goldman Sachs International Dow Jones Index	Sell		8,940		1.55		June 20, 2013		(140,599	)	$	51,018			(89,581	)	NR
Merrill Lynch Capital Services Inc. Dow Jones Index	Sell		9,050		5.00		June 20, 2014		111,423			577,191			688,614		NR
Bank of America, N.A. Tyco Electronics Ltd.	Buy		925		5.00		June 20, 2014		(71,724	)		(38,859	)		(110,583	)	BBB+
Goldman Sachs International Sealed Air Corp.	Buy		505		1.08		March 20, 2018		3,157			—			3,157		BB+
Bank of America, N.A. Toll Brothers, Inc.	Buy		1,695		2.90		March 20, 2013		(81,895	)		—			(81,895	)	BBB-
Barclays Capital Whirlpool Corp.	Buy		450		1.00		June 20, 2014		7,022			24,264			31,286		BBB-
Net Credit Default Swap Contracts		$	23,655					$	(171,060	)	$	613,614		$	442,554

NR Not Rated.

+++ Credit rating as issued by Standard & Poors.

See Notes to Financial Statements
55

Morgan Stanley Variable Investment Series - Income Plus

Portfolio of Investments n June 30, 2009 (unaudited) continued

LONG-TERM CREDIT ANALYSIS
AAA	4.7	%
AA	15.1
A	40.5
BBB	36.3
BB	3.3
B or BELOW	0.1
	100.0	%++

++ Does not include open long/short futures contracts with an underlying face amount of $111,716,689 with net unrealized depreciation of $173,308. Also does not include open swap contracts with net unrealized depreciation of $150,151.

See Notes to Financial Statements
56

Morgan Stanley Variable Investment Series - High Yield

Portfolio of Investments n June 30, 2009 (unaudited)

PRINCIPAL AMOUNT IN THOUSANDS			COUPON RATE			MATURITY DATE	VALUE
		Corporate Bonds (91.8%)
		Aerospace & Defense (1.9%)
$	460	Bombardier Inc. - 144A (a)		6.30	%	05/01/14	$	404,800
	200	L-3 Communications Corp.		5.875		01/15/15		178,500
								583,300
		Alternative Power Generation (0.7%)
	225	NRG Energy, Inc.		7.375		01/15/17		212,625
		Aluminum (0.9%)
	350	Novelis, Inc. (Canada)		7.25		02/15/15		267,750
		Apparel/Footwear (1.0%)
	150	Oxford Industries, Inc. - 144A (a)		11.375		07/15/15		146,063
	155	Phillips-Van Heusen Corp.		7.25		02/15/11		153,450
								299,513
		Apparel/Footwear Retail (1.0%)
	330	Brown Shoe Co., Inc.		8.75		05/01/12		301,950
		Auto Parts: O.E.M. (0.2%)
	100	ArvinMeritor, Inc. (j)		8.75		03/01/12		63,750
		Beverages: Alcoholic (0.5%)
	175	Constellation Brands, Inc. (j)		7.25		05/15/17		162,750
		Broadcasting (1.9%)
	200	Sirius XM Radio Inc. (j)		9.625		08/01/13		148,500
	310	Univision Communications Inc.		7.85		07/15/11		306,900
	135	XM Satellite Radio Holdings Inc - 144A (a)		13.00		08/01/13		110,531
								565,931
		Building Products (0.5%)
	100	Hanson PLC		7.875		09/27/10		96,527
	75	Interface Inc.		9.50		02/01/14		69,375
								165,902
		Cable & Telecommunications (0.4%)
	115	Belden Inc. - 144A (a)		9.25		06/15/19		111,981
		Cable/Satellite TV (6.3%)
	120	CSC Holdings Inc. - 144A (a)		8.50		06/15/15		118,500
	445	CSC Holdings Inc. - 144A (a)		8.625		02/15/19		434,988
	35	DIRECTV Holdings/DIRECTV Finance Co.		6.375		06/15/15		32,550
	300	DIRECTV Holdings/DIRECTV Finance Co.		7.625		05/15/16		293,250
	330	EchoStar DBS Corp.		6.625		10/01/14		305,250
	495	Intelsat Corp. - 144A (a)		9.25		06/15/16		476,438
	65	Virgin Media Finance PLC (United Kingdom)		8.75		04/15/14		63,700
	205	Virgin Media Finance PLC (United Kingdom)		9.125		08/15/16		198,337
								1,923,013

See Notes to Financial Statements
57

Morgan Stanley Variable Investment Series - High Yield

Portfolio of Investments n June 30, 2009 (unaudited) continued

PRINCIPAL AMOUNT IN THOUSANDS			COUPON RATE			MATURITY DATE	VALUE
		Casino/Gaming (3.8%)
$	4,485	Aladdin Gaming Holdings/Capital Corp. LLC (Series B) (b)(c)(f)		13.50	%	03/01/10	$	0
	165	Ameristar Casinos, Inc. - 144A (a)		9.25		06/01/14		169,125
	250	Harrah's Operating Co., Inc. - 144A (a)		11.25		06/01/17		237,500
	100	Las Vegas Sands Corp. (j)		6.375		02/15/15		74,500
	605	MGM MIRAGE Inc. - 144A (a)		13.00		11/15/13		665,500
	7,210	Resort At Summerlin LP/Ras Co. (Series B) (b)(c)(f)		13.00		12/15/07		0
								1,146,625
		Chemicals: Agricultural (0.7%)
	245	Terra Capital Inc. (Series B)		7.00		02/01/17		225,094
		Chemicals: Major Diversified (0.4%)
	130	Westlake Chemical Corp. (j)		6.625		01/15/16		114,400
		Chemicals: Specialty (1.7%)
	45	Airgas, Inc - 144A (a)		7.125		10/01/18		42,300
	180	Innophos Holdings Inc. - 144A (a)		9.50		04/15/12		158,400
	175	Innophos, Inc.		8.875		08/15/14		161,000
	150	Koppers Industry Inc.		9.875		10/15/13		148,500
								510,200
		Coal (1.2%)
	140	Foundation PA Coal Co.		7.25		08/01/14		137,900
	255	Massey Energy Co.		6.875		12/15/13		234,600
								372,500
		Containers/Packaging (3.7%)
	260	Berry Plastics Holding Corp. (j)		8.875		09/15/14		220,350
	210	Graham Packaging Company Inc. (j)		9.875		10/15/14		196,350
	200	Graphic Packaging International Corp. (j)		9.50		08/15/13		192,000
	115	Owens-Brockway Glass Container Inc. - 144A (a)		7.375		05/15/16		112,125
	150	Owens-Brockway Glass Container Inc.		8.25		05/15/13		151,500
	325	Solo Cup Co. (j)		8.50		02/15/14		268,125
								1,140,450
		Data Processing Services (1.1%)
	280	SunGard Data Systems Inc. (j)		9.125		08/15/13		266,000
	65	SunGard Data Systems Inc. - 144A (a)		10.625		05/15/15		64,025
								330,025
		Department Stores (1.2%)
	455	Bon-Ton Department Stores, Inc. (The) (j)		10.25		03/15/14		200,200
	200	Macy's Retail Holdings, Inc.		5.90		12/01/16		163,168
								363,368
		Drugstore Chains (0.6%)
	270	Rite Aid Corp. (j)		8.625		03/01/15		180,900

See Notes to Financial Statements
58

Morgan Stanley Variable Investment Series - High Yield

Portfolio of Investments n June 30, 2009 (unaudited) continued

PRINCIPAL AMOUNT IN THOUSANDS			COUPON RATE			MATURITY DATE	VALUE
		Electric Utilities (5.0%)
$	270	AES Corp. (The) (j)		7.75	%	03/01/14	$	257,175
	285	Intergen - 144A (a)		9.00		06/30/17		271,463
	115	IPALCO Enterprises, Inc.		8.625		11/14/11		116,150
	495	Mirant Americas Generation, LLC (j)		8.50		10/01/21		393,525
	265	RRI Energy, Inc. (j)		7.875		06/15/17		238,500
	160	Texas Competitive Electric Holdings LLC (j)		10.25		11/01/15		100,400
	255	Texas Competitive Electric Holdings LLC (j)		10.25		11/01/15		160,012
								1,537,225
		Electrical Products (1.6%)
	120	Baldor Electric Co. (j)		8.625		02/15/17		111,600
	486	Ormat Funding Corp.		8.25		12/30/20		388,586
								500,186
		Electronic Components (0.4%)
	140	Flextronics International Ltd. (Singapore)		6.50		05/15/13		135,450
		Electronic Distributors (1.0%)
	295	Anixter International Inc.		10.00		03/15/14		295,000
		Engineering & Construction (1.0%)
	200	Edison Mission Energy (j)		7.00		05/15/17		154,500
	175	Edison Mission Energy		7.75		06/15/16		143,500
								298,000
		Finance - Commercial (1.3%)
	180	First Data Corp.		9.875		09/24/15		128,700
	230	First Data Corp. - 144A (a)		11.25		03/31/16		134,550
	160	LPL Holdings Inc. - 144A (a)		10.75		12/15/15		141,600
								404,850
		Finance/Rental/Leasing (3.2%)
	450	Ford Motor Credit Co. LLC		7.25		10/25/11		389,417
	71	General Motors Acceptance Corp. - 144A (a)		6.75		12/01/14		56,445
	379	General Motors Acceptance Corp. - 144A (a)		6.875		09/15/11		335,415
	190	United Rentals NA, Inc. (j)		6.50		02/15/12		185,250
								966,527
		Food Retail (1.1%)
	110	Supervalu Inc. (j)		7.50		05/15/12		109,450
	120	Supervalu Inc.		7.50		11/15/14		115,800
	120	Supervalu Inc.		8.00		05/01/16		117,000
								342,250
		Food: Major Diversified (0.3%)
	110	M-FOODS Holdings Inc. - 144A (a)		9.75		10/01/13		106,425

See Notes to Financial Statements
59

Morgan Stanley Variable Investment Series - High Yield

Portfolio of Investments n June 30, 2009 (unaudited) continued

PRINCIPAL AMOUNT IN THOUSANDS			COUPON RATE			MATURITY DATE	VALUE
		Food: Meat/Fish/Dairy (1.8%)
$	140	JBS USA LLC/JBS USA Finance - 144A (a)		11.625	%	05/01/14	$	133,000
	225	Michael Foods Inc. (Series B)		8.00		11/15/13		220,500
	229	Pilgrim's Pride Corp. (b)(c)		7.625		05/01/15		200,375
								553,875
		Forest Products (0.1%)
	30	Crown Americas, Inc.		7.625		11/15/13		29,400
		Health Care (0.3%)
	80	Fresenius US Finance II - 144A (a)		9.00		07/15/15		83,800
		Home Building (0.1%)
	40	Pulte Homes, Inc.		6.375		05/15/33		26,600
		Hospital/Nursing Management (3.4%)
	105	Community Health Systems		8.875		07/15/15		103,425
	255	HCA, Inc.		5.75		03/15/14		205,275
	200	HCA, Inc.		6.25		02/15/13		176,000
	70	HCA, Inc.		9.125		11/15/14		69,475
	115	HCA, Inc. - 144A (a)		9.875		02/15/17		116,725
	210	Sun Healthcare Group Inc.		9.125		04/15/15		208,950
	180	Tenet Healthcare Corp.		7.375		02/01/13		162,900
								1,042,750
		Industrial Specialties (1.0%)
	295	JohnsonDiversey, Inc.		9.625		05/15/12		294,263
		Information Technology Services (0.9%)
	310	VANGENT INC		9.625		02/15/15		258,850
		Integrated Oil (0.3%)
	90	Cimarex Energy Co.		7.125		05/01/17		79,650
		Major Telecommunications (0.9%)
	315	Sprint Capital Corp.		6.90		05/01/19		262,238
		Medical Specialties (0.2%)
	65	Invacare Corp.		9.75		02/15/15		65,975
		Medical/Nursing Services (3.9%)
	210	Apria Healthcare Group Inc. - 144A (a)		11.25		11/01/14		203,700
	505	Fresenius Medical Care Capital Trust		7.875		06/15/11		516,363
	290	Select Medical Corp.		7.625		02/01/15		237,075
	310	Select Medical Corp. (j)		7.654		09/15/15		221,650
								1,178,788
		Metal Fabrications (0.4%)
	145	Hexcel Corp. (j)		6.75		02/01/15		135,212

See Notes to Financial Statements
60

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Portfolio of Investments n June 30, 2009 (unaudited) continued

PRINCIPAL AMOUNT IN THOUSANDS			COUPON RATE			MATURITY DATE	VALUE
		Movies/Entertainment (0.3%)
$	95	AMC Entertainment Inc. - 144A (a)		8.75	%	06/01/19	$	89,775
		Oil - Exploration & Production (2.4%)
	235	Atlas Energy Resources LLC - 144A (a)		10.75		02/01/18		222,663
	165	Forest Oil Corp.		7.25		06/15/19		148,500
	185	Forest Oil Corp. (j)		7.75		05/01/14		178,525
	215	Pioneer Natural Resources Co.		6.65		03/15/17		189,276
								738,964
		Oil & Gas Pipelines (1.0%)
	115	El Paso Corp.		6.875		06/15/14		107,898
	170	El Paso Corp.		7.625		07/15/11		167,421
	25	El Paso Corp.		12.00		12/12/13		27,625
								302,944
		Oil & Gas Production (8.0%)
	290	Chaparral Energy, Inc.		8.50		12/01/15		181,250
	70	Chaparral Energy Inc. (j)		8.875		02/01/17		43,750
	150	Chesapeake Energy Corp.		6.375		06/15/15		134,250
	130	Chesapeake Energy Corp.		6.50		08/15/17		109,850
	120	Chesapeake Energy Corp. (j)		7.50		09/15/13		115,500
	305	Hilcorp Energy/Finance - 144A (a)		7.75		11/01/15		259,250
	255	Newfield Exploration Co.		6.625		09/01/14		236,194
	60	Newfield Exploration Co.		7.125		05/15/18		54,825
	365	Opti Canada Inc.		8.25		12/15/14		242,725
	235	Petrohawk Energy Corp. - 144A (a)		10.50		08/01/14		241,462
	295	Plains Exploration & Production Co.		7.625		06/01/18		266,238
	105	Plains Exploration & Production Co.		7.75		06/15/15		98,700
	125	Plains Exploration & Production Co. (j)		10.00		03/01/16		129,062
	265	Sandridge Energy		8.625		04/01/15		239,163
	85	Stone Energy Corp.		8.25		12/15/11		70,125
								2,422,344
		Oil Refining/Marketing (0.6%)
	175	Ashland Inc. - 144A (a)		9.125		06/01/17		182,437
		Oilfield Services/Equipment (0.6%)
	205	CIE Gener de Geophysique S.A. (France)		7.50		05/15/15		189,112
		Other Consumer Services (1.6%)
	270	Expedia, Inc. - 144A (a)		8.50		07/01/16		260,550
	260	Ticketmaster Entertainment, Inc. - 144A (a)		10.75		07/28/16		232,700
								493,250
		Other Metals/Minerals (1.2%)
	360	Teck Resources Ltd. - 144A (a)		10.25		05/15/16		377,563

See Notes to Financial Statements
61

Morgan Stanley Variable Investment Series - High Yield

Portfolio of Investments n June 30, 2009 (unaudited) continued

PRINCIPAL AMOUNT IN THOUSANDS			COUPON RATE			MATURITY DATE	VALUE
		Pharmaceuticals: Major (0.9%)
$	260	Warner Chilcott Corp.		8.75	%	02/01/15	$	260,000
		Pharmaceuticals: Other (0.4%)
	110	Axcan Intermediate Holdings		12.75		03/01/16		111,925
		Pulp & Paper (2.5%)
	410	Georgia Pacific Corp. - 144A (a)		7.125		01/15/17		383,350
	115	Georgia Pacific Corp. - 144A (a)		8.25		05/01/16		112,125
	110	Glatfelter P.H. (j)		7.125		05/01/16		101,613
	165	Verso Paper Holdings LLC - 144A (a)		11.50		07/01/14		151,800
								748,888
		Real Estate Investment Trusts (0.8%)
	255	Host Marriott LP (j)		7.125		11/01/13		240,975
		Recreational Products (0.6%)
	185	Scientific Games Corp. (j)		6.25		12/15/12		177,369
		Services to the Health Industry (3.1%)
	350	Biomet, Inc. (j)		11.625		10/15/17		344,750
	230	HEALTHSOUTH Corp. (j)		10.75		06/15/16		232,300
	345	Omnicare Inc.		6.75		12/15/13		312,225
	70	Omnicare Inc.		6.875		12/15/15		63,525
								952,800
		Specialty Telecommunications (3.6%)
	230	American Tower Corp.		7.125		10/15/12		232,588
	450	Citizens Communications Co.		9.00		08/15/31		373,500
	40	Qwest Capital Funding, Inc.		7.00		08/03/09		40,100
	350	Qwest Capital Funding, Inc. (j)		7.25		02/15/11		341,250
	125	Windstream Corp.		8.125		08/01/13		121,562
								1,109,000
		Steel (1.1%)
	160	ArcelorMittal (Luxembourg)		9.85		06/01/19		172,951
	195	ArcelorMittal (Luxembourg)		6.125		06/01/18		170,905
								343,856
		Telecommunications (1.3%)
	125	Hughes Network Systems, LLC/HNS Finance Corp.		9.50		04/15/14		122,500
	290	PAETEC Holding Corp. - 144A (a)(j)		8.875		06/30/17		274,050
								396,550
		Utilities (1.3%)
	146	Midwest Generation, LLC (Series B)		8.56		01/02/16		143,168
	315	NSG Holdings LLC - 144A (a)		7.75		12/15/25		253,575
								396,743

See Notes to Financial Statements
62

Morgan Stanley Variable Investment Series - High Yield

Portfolio of Investments n June 30, 2009 (unaudited) continued

PRINCIPAL AMOUNT IN THOUSANDS			COUPON RATE			MATURITY DATE	VALUE
		Wholesale Distributors (0.7%)
$	235	RBS Global & Rexnold Corp.		9.50	%	08/01/14	$	202,100
		Wireless Telecommunications (1.9%)
	370	Nextel Communications, Inc.		6.875		10/31/13		308,025
	275	Wind Acquisition Finance SA - 144A (a) (Luxembourg)		10.75		12/01/15		276,375
								584,400
		Total Corporate Bonds (Cost $39,507,955)						27,960,336
		Convertible Bonds (1.4%)
		Cable/Satellite TV (1.0%)
	295	Charter Communications Inc. - 144A (a)(b)(c)		10.875		09/15/14		306,800
		Oilfield Services/Equipment (0.4%)
	140	Key Energy Services, Inc.		8.375		12/01/14		124,250
		Total Convertible Bonds (Cost $360,939)						431,050
		Senior Loans (1.3%)
		Alternative Power Generation (0.4%)
	125	Calpine Corp.		4.095		03/29/14		110,691
		Casino/Gaming (0.9%)
	325	CCM Merger Corp.		8.50		07/13/12		274,068
		Total Senior Loans (Cost $355,689)						384,759

NUMBER OF SHARES
		Preferred Stock (0.2%)
		Financial Conglomerates
	172	General Motors Acceptance Corp. - 144A (a) (Cost $72,132)	73,982
		Common Stocks (0.1%)
		Casino/Gaming (e)(f)(g) (0.0%)
	2,000	Fitzgeralds Gaming Corp.	0
		Food: Specialty/Candy (d)(e)(f) (0.0%)
	2,375	SFAC New Holdings Inc. (h)	0
	436	SFFB Holdings Inc.	0
			0
		Restaurants (d)(e)(f) (0.1%)
	3,374	American Restaurant Group Holdings, Inc.	26,992

See Notes to Financial Statements
63

Morgan Stanley Variable Investment Series - High Yield

Portfolio of Investments n June 30, 2009 (unaudited) continued

NUMBER OF SHARES			VALUE
		Specialty Telecommunications (d)(e)(i)(f) (0.0%)
	12,688	Birch Telecom Inc.	$	127
		Textiles (d)(e)(f) (0.0%)
	298,461	U.S. Leather, Inc.		0
		Wireless Telecommunications (d)(j) (0.0%)
	521	USA Mobility, Inc.		6,648
		Total Common Stocks (Cost $41,765,946)		33,767

NUMBER OF
WARRANTS

EXPIRATION
DATE

Warrants (e) (0.0%)

Casino/Gaming (f) (0.0%)

83,500

Aladdin Gaming Enterprises, Inc. - 144A (a)

03/01/10

Personnel Services (f) (0.0%)

42,250

Comforce Corp. - 144A (a)

12/01/09

Total Warrants
(Cost $127,585)

PRINCIPAL AMOUNT IN THOUSANDS
		Short-Term Investments (23.6%)
		Securities Held as Collateral on Loaned Securities (19.7%)
		Repurchase Agreements (4.3%)
$	991	Bank of America Securities LLC (0.08% dated 06/30/09, due 07/01/09; proceeds $991,172; fully collateralized by U.S. Government Agency security at the date of this Portfolio of Investments as follows: Federal National Mortgage Assoc. 6.00% due 06/01/39; valued at $1,010,994)	991,170
	320	Citigroup (0.59%, dated 06/30/09, due 07/01/09; proceeds $320,502; fully collateralized by equity units and convertible preferred stock at the date of this Portfolio of Investments as follows: Sports Properties Acquisition Corp.; BPW Acquisition Corp.; Vale Capital Ltd.; valued at $336,522)	320,497
		Total Repurchase Agreements (Cost $1,311,667)	1,311,667

See Notes to Financial Statements
64

Morgan Stanley Variable Investment Series - High Yield

Portfolio of Investments n June 30, 2009 (unaudited) continued

NUMBER OF SHARES (000)			VALUE
		Investment Company (k) (15.4%)
	4,680	Morgan Stanley Institutional Liquidity Funds - Money Market Portfolio - Institutional Class (Cost $4,679,601)	$	4,679,601
		Total Securities Held as Collateral on Loaned Securities (Cost $5,991,268)		5,991,268
		Investment Company (k) (3.9%)
	1,185	Morgan Stanley Institutional Liquidity Funds - Money Market Portfolio - Institutional Class (Cost $1,184,904)		1,184,904
		Total Short-Term Investments (Cost $7,176,172)		7,176,172

Total Investments (Cost $89,366,418) (l)	118.4	%		36,060,066
Liabilities in Excess of Other Assets	(18.4	)		(5,592,428	)
Net Assets	100.0	%	$	30,467,638

(a) Resale is restricted to qualified institutional investors.

(b) Issuer in bankruptcy.

(c) Non-income producing security; bond in default.

(d) Acquired through exchange offer.

(e) Non-income producing security.

(f) Securities with total market value equal to $27,119 have been valued at their fair value as determined in good faith under procedures established by and under general supervision of the Fund's Trustees. Such fair value measurements may be level 2 measurements if observable inputs are available. See Note 7.

(g) Resale is restricted, acquired (12/22/98) at a cost basis of $9,020.

(h) Resale is restricted, acquired (06/10/99) at a cost basis of $24.

(i) Resale is restricted, acquired (between 06/18/98 and 08/25/98) at a cost basis of $6,473,685.

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

(k) See Note 4 to the financial statements regarding investments in Morgan Stanley Institutional Liquidity Funds - Money Market Portfolio - Institutional Class.

(l) The aggregate cost for federal income tax purposes approximates the aggregate cost for book purposes. The aggregate gross unrealized appreciation is $1,585,531 and the aggregate gross unrealized depreciation is 54,891,883, resulting in net unrealized depreciation of $53,306,352.

LONG-TERM CREDIT ANALYSIS
A	3.8	%
BBB	1.1
BB	28.2
B	41.0
CCC	23.5
NR	2.4
	100.0	%

See Notes to Financial Statements
65

Morgan Stanley Variable Investment Series - Global Infrastructure

Portfolio of Investments n June 30, 2009 (unaudited)

NUMBER OF SHARES			VALUE
		Common Stocks (98.9%) Australia (e) (5.2%)
		Electric Utilities
	184,121	SP Ausnet	$	113,925
		Investment Trusts/Mutual Funds
	846	Macquarie Infrastructure Group (Stapled Securities) (b)(d)		971,495
		Other Transportation
	603,500	ConnectEast Group (Stapled Securities) (b)		147,488
	575,874	Macquarie Airports (Stapled Securities) (b)		1,051,844
	572,269	Transurban Group (Stapled Securities) (b)(c)(d)		1,905,828
				3,105,160
		Total Australia		4,190,580
		Austria (e) (0.2%)
		Engineering & Construction
	6,413	Strabag SE (Bearer Shares) (c)		142,172
		Belgium (e) (0.4%)
		Major Telecommunications
	10,665	Belgacom S.A.		340,952
		Shipping
	144	Euronav S.A.		2,683
		Total Belgium		343,635
		Bermuda (e) (0.3%)
		Marine Shipping
	100	Ship Finance International Ltd. (c)(f)		1,103
		Other Transportation
	86,000	Cosco Pacific Ltd. (g)		96,515
		Shipping
	4,250	Frontline Ltd. (c)(h)		105,142
		Total Bermuda		202,760

NUMBER OF SHARES			VALUE
		Brazil (1.9%)
		Other Transportation
	96,100	Companhia de Concessoes Rodoviarias (f)	$	1,517,885
		Canada (5.8%)
		Electric Utilities
	3,300	Canadian Utilities Limited (Class A) (f)		107,669
		Gas Distributors
	73,800	TransCanada Corporation (c)(f)		1,987,204
		Natural Gas - Pipelines
	6,400	AltaGas Income Trust (d)(f)		88,312
		Oil & Gas Pipelines
	68,000	Enbridge Inc. (c)(f)		2,359,524
	10,800	Pembina Pipeline Income Fund (d)(f)		137,977
				2,497,501
		Total Canada		4,680,686
		Cayman Islands (e) (0.8%)
		Building Products
	611,000	China Shanshui Cement Group (g)		421,550
		Other Transportation
	426,000	Hopewell Highway Infrastructure Ltd. (g)		239,100
		Total Cayman Islands		660,650
		Chile (0.0%)
		Electric Utilities
	100	Enersis S.A. (ADR) (f)		1,847
		China (e) (5.9%)
		Construction
	115,784	China Railway Construction Corporation Ltd. (H Shares) (g)		178,315

See Notes to Financial Statements
66

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Portfolio of Investments n June 30, 2009 (unaudited) continued

NUMBER OF SHARES			VALUE
		Construction Materials
	26,000	Anhui Conch Cement Company Ltd. (H Shares) (g)	$	162,225
		Engineering
	828,200	China National Materials Company Ltd. (H Shares) (g)		680,707
		Major Telecommunications
	2,146,000	China Telecom Corp. Ltd. (H Shares) (g)		1,061,065
		Manufacturers
	116,000	Dongfang Electric Corporation Limited (H Shares) (g)		412,556
		Other Transportation
	164,000	Beijing Capital International Airport Co., Ltd. (H Shares) (g)		114,601
	276,000	Jiangsu Expressway Co., Ltd. (H Shares) (g)		202,211
	1,884,000	Zhejiang Expressway Co., Ltd. (H Shares) (g)		1,488,176
				1,804,988
		Specialty Telecommunications
	696,000	China Communications Services Corporation Limited (H Shares) (g)		429,311
		Total China		4,729,167
		Czech Republic (e) (0.3%)
		Electric Utilities
	5,339	CEZ AS		240,588
		France (e) (5.8%)
		Electric Utilities
	31,742	Electricite de France (EDF)		1,547,876
		Engineering & Construction
	3,660	Vinci S.A.		164,263
		Environmental Services
	22,091	Suez Environnement SA		387,398

NUMBER OF SHARES			VALUE
		Gas Distributors
	31,885	GDF Suez	$	1,191,159
		Other Transportation
	11,600	Aeroports de Paris (ADP) (c)		851,276
		Railroads
	16,000	Groupe Eurotunnel SA (Registered Shares) (c)		90,896
		Transportation
	6,352	Societe des Autoroutes Paris-Rhin-Rhone		432,598
		Total France		4,665,466
		Germany (e) (8.0%)
		Construction
	3,900	Bauer AG		139,579
		Electric Utilities
	60,479	E.ON AG		2,146,678
	40,720	RWE AG		3,214,641
				5,361,319
		Other Transportation
	10,375	Fraport AG (c)		444,792
	11,371	Hamburger Hafen und Logistik AG		439,003
				883,795
		Total Germany		6,384,693
		Greece (e) (0.1%)
		Construction Materials
	3,200	Titan Cement Company S.A.		84,270
		Hong Kong (e) (1.6%)
		Electric Utilities
	2,000	China Resources Power Holdings Co., Ltd.		4,427
	27,500	CLP Holdings Ltd.		182,422
				186,849
		Other Transportation
	390,000	China Merchants Holdings International Co., Ltd.		1,121,281
		Total Hong Kong		1,308,130

See Notes to Financial Statements
67

Morgan Stanley Variable Investment Series - Global Infrastructure

Portfolio of Investments n June 30, 2009 (unaudited) continued

NUMBER OF SHARES			VALUE
		Italy (e) (9.3%)
		Construction
	199,643	Impregilo S.p.A.	$	696,393
		Electric Utilities
	287,441	Enel S.p.A. (c)		1,400,326
	65,485	Terna Rete Elettrica Nationale S.p.A. (c)		218,409
				1,618,735
		Engineering & Construction
	95,500	Ansaldo STS S.p.A.		1,761,437
		Investment Managers
	15,700	Societa Iniziative Autostradali e Servizi S.p.A.		109,603
		Oil & Gas Pipelines
	36,778	Snam Rete Gas S.p.A.		161,787
		Other Transportation
	142,019	Atlantia S.p.A.		2,874,214
		Specialty Telecommunications
	6,387	Fastweb (a)		149,439
		Utilities
	7,936	ACEA S.p.A.		96,971
		Total Italy		7,468,579
		Japan (e) (10.0%)
		Construction
	19,000	TOSHIBA PLANT SYSTEMS & SERVICES CORPORATION		215,080
		Electric Utilities
	13,100	Electric Power Development Co., Ltd. (c)		371,242
	11,600	Hokkaido Electric Power Co., Inc.		217,204
	4,900	Kansai Electric Power Co., Inc. (The) (c)		108,134
	9,000	Kyushu Electric Power Co., Inc.		193,703

NUMBER OF SHARES			VALUE
	12,000	Tohoku Electric Power Co., Inc.	$	250,813
	15,600	Tokyo Electric Power Co., Inc. (The) (c)		400,983
				1,542,079
		Engineering & Construction
	125,000	Chiyoda Corp. (c)		1,005,960
		Major Telecommunications
	31,699	Nippon Telegraph & Telephone Corporation		1,289,766
		Marine Shipping
	308,000	Kamigumi Co., Ltd.		2,592,732
		Miscellaneous Manufacturing
	6,300	Kurita Water Industries Ltd.		202,958
		Other Transportation
	16,400	Japan Airport Terminal Co., Ltd. (c)		198,438
	52,000	Mitsubishi Logistics Corporation		573,164
				771,602
		Warehouse
	39,000	Sumitomo Warehouse Co., Ltd. (The)		175,642
		Wireless Telecommunications
	19	KDDI Corporation		100,733
	79	NTT DoCoMo, Inc.		115,382
				216,115
		Total Japan		8,011,934
		Malaysia (e) (0.6%)
		Electric Utilities
	229,400	Tenaga Nasional Berhad		497,577
		Marshall Island (0.1%)
		Marine Shipping
	2,300	Teekay Corporation (c)(f)		48,369

See Notes to Financial Statements
68

Morgan Stanley Variable Investment Series - Global Infrastructure

Portfolio of Investments n June 30, 2009 (unaudited) continued

NUMBER OF SHARES			VALUE
		Mexico (1.1%)
		Other Transportation
	8,900	Grupo Aeroportuario del Pacifico SAB de CV (ADR) (B Shares) (f)	$	228,374
	167,100	Grupo Aeroportuario del Pacifico SAB de CV (B Shares) (f)		426,625
	4,900	Grupo Aeroportuario del Sureste SAB de C.V. (ADR) (B Shares) (c)(f)		191,100
		Total Mexico		846,099
		Netherlands (e) (3.9%)
		Marine Shipping
	23,300	Smit Internationale NV		1,381,015
		Other Transportation
	34,264	Koninklijke Vopak NV (c)		1,713,887
		Total Netherlands		3,094,902
		New Zealand (e) (0.3%)
		Investment Trusts/Mutual Funds
	110,449	Infratil Ltd.		123,694
		Other Transportation
	95,071	Auckland International Airport Limited		98,611
		Total New Zealand		222,305
		Portugal (e) (1.6%)
		Electric Utilities
	171,817	Energias de Portugal, S.A.		674,153
		Other Transportation
	81,708	Brisa Auto-Estradas de Portugal S.A.		588,168
		Total Portugal		1,262,321
		Singapore (e) (0.3%)
		Major Telecommunications
	113,000	Starhub Ltd.		166,742

NUMBER OF SHARES			VALUE
		Miscellaneous Commercial Services
	58,000	SIA Engineering Co.	$	111,664
		Total Singapore		278,406
		South Africa (e) (1.1%)
		Major Telecommunications
	175,823	Telkom South Africa Limited		869,662
		South Korea (e) (0.7%)
		Major Telecommunications
	5,000	KT Corp.		144,087
		Telecommunication Equipment
	69,610	LG Telecom Ltd.		437,891
		Total South Korea		581,978
		Spain (e) (6.8%)
		Electric Utilities
	201,211	Iberdrola S.A. (c)		1,636,398
	31,595	Iberdrola Renovables SA		144,597
				1,780,995
		Engineering & Construction
	77,253	Cintra Concesiones de Infraestructuras de Transporte S.A.		480,439
	5,331	Grupo Ferrovial, S.A.		171,557
				651,996
		Other Transportation
	161,937	Abertis Infraestructuras S.A.		3,050,163
		Total Spain		5,483,154
		Switzerland (e) (0.7%)
		Major Telecommunications
	1,917	Swisscom AG (Registered Shares)		588,808
		Turkey (e) (0.3%)
		Gas Distributors
	91,430	Aygaz A.S.		213,872

See Notes to Financial Statements
69

Morgan Stanley Variable Investment Series - Global Infrastructure

Portfolio of Investments n June 30, 2009 (unaudited) continued

NUMBER OF SHARES				VALUE
			United Kingdom (e) (4.0%)
			Electric Utilities
	51,248		National Grid PLC	$	462,208
	10,276		Scottish & Southern Energy PLC		192,927
					655,135
			Engineering & Construction
	40,765		Carillion PLC		169,590
			Gas Distributors
	458,802		Centrica PLC		1,685,959
			Marine Shipping
	12,938	��	Forth Ports PLC		202,472
			Miscellaneous Commercial Services
	285,000		BBA Aviation PLC		535,594
			Total United Kingdom		3,248,750
			United States (21.8%)
			Alternative Power Generation
	14,500		Ormat Technologies Inc. (c)(f)		584,495
			Electric Utilities
	146,500		AES Corp. (The) (a)(f)		1,700,865
	2,900		American Electric Power Co., Inc. (f)		83,781
	17,500		CMS Energy Corp. (f)		211,400
	24,200		Constellation Energy Group Inc. (f)		643,236
	4,000		Dominion Resources, Inc. (c)(f)		133,680
	10,000		DTE Energy Co. (f)		320,000
	8,532		Duke Energy Corp. (f)		124,482
	1,300		Entergy Corp. (f)		100,776
	12,300		Exelon Corp. (f)		629,883
	2,300		FirstEnergy Corp. (f)		89,125
	5,600		FPL Group, Inc. (c)(f)		318,416
	4,600		ITC Holdings Corp. (f)		208,656
	35,200		NRG Energy, Inc. (a)(f)		913,792
	2,400		PG&E Corp. (f)		92,256
	27,100		Public Service Enterprise Group Inc. (f)		884,273

NUMBER OF SHARES			VALUE
	6,500	SCANA Corp. (f)	$	211,055
	8,800	Southern Company (f)		274,208
				6,939,884
		Energy
	102,116	Spectra Energy Corp. (f)		1,727,803
	196,100	Williams Companies, Inc. (The) (f)		3,061,121
				4,788,924
		Engineering & Construction
	24,300	Dycom Industries, Inc. (a)(f)		269,001
	80,300	KBR Inc. (f)		1,480,732
	11,700	McDermott International, Inc. (Panama) (a)(f)		237,627
				1,987,360
		Gas Distributors
	5,800	Southern Union Company (f)		106,662
	28,000	UGI Corporation (f)		713,720
				820,382
		Major Telecommunications
	26,700	Sprint Nextel Corporation (a)(f)		128,427
		Marine Shipping
	100	General Maritime Corporation (f)		989
		Oil & Gas Pipelines
	101,500	El Paso Corporation (f)		936,845
		Oil & Gas Production
	13,500	Energen Corporation (f)		538,650
		Shipping
	1,800	Nordic American Tanker Shipping Limited (c)(f)		57,276
		Transportation
	100	Tsakos Energy Navigation Ltd. (c)(f)		1,614
		Water Utilities
	12,300	Aqua America Inc. (f)		220,170

See Notes to Financial Statements
70

Morgan Stanley Variable Investment Series - Global Infrastructure

Portfolio of Investments n June 30, 2009 (unaudited) continued

NUMBER OF SHARES			VALUE
		Wireless Telecommunications
	9,000	Leap Wireless International, Inc. (a)(c)(f)	$	296,370
	5,500	SBA Communications Corporation (a)(f)		134,970
	100	United States Cellular Corporation (a)(f)		3,845
				435,185
		Total United States		17,440,201
		Total Common Stocks (Cost $73,972,731)		79,309,446
		Preferred Stocks (1.2%)
		Brazil
		Electric Utilities
	125	Companhia Energetica de Minas Gerais (ADR) (f)		1,680
	10,730	Companhia Paranaense de Energia - Copel (B Shares) (f)		150,587
	15,000	Eletropaulo Meetropolitana S.A. (B Shares) (f)		263,256
				415,523
		Energy
	55,000	Companhia Engergetica de Sao Paulo (f)		545,088
		Total Preferred Stocks (Cost $880,210)		960,611
NUMBER OF RIGHTS
		Rights (0.0%) Hong Kong (e)
		Electric Utilities
	200	China Resources Power Holdings Co., Ltd. (Cost $0)		85

PRINCIPAL AMOUNT IN THOUSANDS			VALUE
		Short-Term Investments (15.5%) Securities Held as Collateral on Loaned Securities
		Repurchase Agreements (3.4%)
$	2,034	Bank of America Securities LLC (0.08% dated 06/30/09, due 07/01/09; proceeds $2,033,769) fully collateralized by a U.S. Government Agency security at the date of this Portfolio of Investments as follows: Fannie Mae 6.00% due 04/01/39; valued at $2,074,440	$	2,033,765
	658	Citigroup (0.59% dated 06/30/09, due 07/01/09; proceeds $657,634) fully collateralized by units (each unit represents one share and one warrant) and convertible preferred bond at the date of this Portfolio of Investments as follows: Sports Properties Acquisition Corp., BPW Acquisition Corp., and Vale Capital Limited 5.50%, due 06/15/10, Series RIO; valued at $690,504		657,623
		Total Repurchase Agreements (Cost $2,691,388)		2,691,388

See Notes to Financial Statements
71

Morgan Stanley Variable Investment Series - Global Infrastructure

Portfolio of Investments n June 30, 2009 (unaudited) continued

NUMBER OF SHARES (000)					VALUE
		Investment Company (i) (12.0%)
	8,974	Morgan Stanley Institutional Liquidity Funds - Money Market Portfolio - Institutional Class (Cost $8,974,453)			$	8,974,453
		Total Securities Held as Collateral on Loaned Securities (Cost $11,665,841)				11,665,841
		Investment Company (i) (0.1%)
	96	Morgan Stanley Institutional Liquidity Funds - Money Market Portfolio - Institutional Class (Cost $95,598)				95,598
		Total Short Term Investments (Cost $11,761,439)				11,761,439
Total Investments (Cost $86,614,380) (j)(k)			114.8	%		92,031,581
Liabilities in Excess of Other Assets			(14.8	)		(11,846,123	)
Net Assets			100.0	%	$	80,185,458

ADR American Depositary Receipt.

(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 June 30, 2009.

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

(e) Securities with total market value equal to $54,773,341 have been valued at their 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 7.

(f) Security noted was not fair valued in accordance with (e) above.

(g) Security trades on the Hong Kong exchange.

(h) Security trades on the Norwegian exchange.

(i) See Note 4 to the financial statements regarding investments in Morgan Stanley Institutional Liquidity Funds - Money Market Portfolio - Institutional Class.

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

(k) The aggregate cost for federal income tax purposes approximates the aggregate cost for book purposes. The aggregate gross unrealized appreciation is $7,271,269 and the aggregate gross unrealized depreciation is $1,854,068, resulting in net unrealized apprecation of $5,417,201.

See Notes to Financial Statements
72

Morgan Stanley Variable Investment Series - Global Infrastructure

Portfolio of Investments n June 30, 2009 (unaudited) continued

FORWARD FOREIGN CURRENCY CONTRACTS OPEN AT JUNE 30, 2009:

CONTRACTS TO DELIVER		IN EXCHANGE FOR		DELIVERY DATE	UNREALIZED APPRECIATION (DEPRECIATION)
$	1,239,557	AUD	1,511,987	07/16/09	$	(22,714	)
$	600,253	AUD	751,566	07/16/09		4,605
BRL	3,853,086	$	1,963,756	07/16/09		3,469
$	1,451,000	CAD	1,640,776	07/16/09		(40,265	)
CHF	153,630	$	141,642	07/16/09		224
CZK	15,818,815	$	820,714	07/16/09		(33,850	)
EUR	451,927	$	627,599	07/16/09		(6,413	)
$	851,238	GBP	517,873	07/16/09		759
HKD	1,204,201	$	155,412	07/16/09		11
JPY	160,884,277	$	1,664,435	07/16/09		(5,926	)
KRW	1,300,040,000	$	1,029,164	07/16/09		7,663
MXN	9,497,241	$	708,511	07/16/09		(10,941	)
MYR	3,711,555	$	1,048,817	07/16/09		(6,458	)
$	288,240	NOK	1,850,544	07/16/09		(574	)
NZD	93,383	$	59,294	07/16/09		(902	)
SGD	115,290	$	79,055	07/16/09		(529	)
TRY	514,398	$	330,590	07/16/09		(1,887	)
ZAR	6,243,475	$	780,825	07/16/09		(26,030	)
Net Unrealized Depreciation					$	(139,758	)

Currency Abbreviations:

AUD Australian Dollar.

BRL Brazilian Real.

GBP British Pound.

CAD Canadian Dollar.

CZK Czech Koruna.

EUR Euro.

HKD Hong Kong Dollar.

JPY Japanese Yen.

MYR Malaysian Ringgit.

MXN Mexican New Peso.

TRY New Turkish Lira.

NZD New Zealand Dollar.

NOK Norwegian Krone.

ZAR South African Rand.

KRW South Korean Won.

CHF Swiss Franc.

See Notes to Financial Statements
73

Morgan Stanley Variable Investment Series - Global Infrastructure

Summary of Investments n June 30, 2009 (unaudited)

INDUSTRY	VALUE		PERCENT OF TOTAL INVESTMENTS
Electric Utilities	$	21,684,239		27.0	%
Other Transportation		19,562,744		24.4
Gas Distributors		5,898,576		7.3
Engineering & Construction		5,882,778		7.3
Energy		5,334,012		6.6
Major Telecommunications		4,589,509		5.7
Marine Shipping		4,226,680		5.3
Oil & Gas Pipelines		3,596,133		4.5
Construction		1,229,367		1.5
Investment Trusts/Mutual Funds		1,095,189		1.4
Engineering		680,707		0.8
Wireless Telecommunications		651,300		0.8
Miscellaneous Commercial Services		647,258		0.8
Alternative Power Generation		584,495		0.7
Specialty Telecommunications		578,750		0.7
Oil & Gas Production		538,650		0.7
Telecommunication Equipment		437,891		0.5

INDUSTRY	VALUE			PERCENT OF TOTAL INVESTMENTS
Transportation	$	434,212			0.5	%
Building Products		421,550			0.5
Manufacturers		412,556			0.5
Environmental Services		387,398			0.5
Construction Materials		246,495			0.3
Water Utilities		220,170			0.3
Miscellaneous Manufacturing		202,958			0.3
Warehouse		175,642			0.2
Shipping		165,101			0.2
Investment Managers		109,603			0.1
Utilities		96,971			0.1
Investment Company		95,598			0.1
Railroads		90,896			0.1
Natural Gas - Pipelines		88,312			0.1
	$	80,365,740	^{^}		100.0	%

^{^} Does not include open forward foreign currency contracts with net unrealized depreciation of $139,758. Also does not reflect the value of securities held as collateral on loaned sercurities.

See Notes to Financial Statements
74

Morgan Stanley Variable Investment Series - Income Builder

Portfolio of Investments n June 30, 2009 (unaudited)

NUMBER OF SHARES			VALUE
		Common Stocks (59.3%)
		Aerospace & Defense (0.8%)
	2,400	General Dynamics Corp.	$	132,936
	2,080	Raytheon Co.		92,414
				225,350
		Apparel/Footwear Retail (0.4%)
	7,100	Gap, Inc. (The)		116,440
		Auto Parts: O.E.M. (0.4%)
	4,300	Autoliv, Inc.		123,711
		Beverages: Non-Alcoholic (0.5%)
	2,890	Coca-Cola Co. (The)		138,691
		Cable/Satellite TV (1.7%)
	22,840	Comcast Corp. (Class A)		330,952
	5,177	Time Warner Cable		163,956
				494,908
		Chemicals: Major Diversified (0.9%)
	4,830	Bayer AG (ADR) (Germany)		258,888
		Computer Communications (1.0%)
	16,300	Cisco Systems, Inc. (a)		303,832
		Computer Peripherals (0.2%)
	4,660	EMC Corp. (a)		61,046
		Computer Processing Hardware (1.2%)
	8,721	Hewlett-Packard Co.		337,067
		Department Stores (0.5%)
	12,980	MACY'S Inc.		152,645
		Discount Stores (0.2%)
	1,390	Wal-Mart Stores, Inc.		67,332
		Drugstore Chains (0.6%)
	6,300	Walgreen Co.		185,220
		Electric Utilities (2.7%)
	14,357	American Electric Power Co., Inc.		414,774
	2,363	Entergy Corp.		183,180
	5,170	FirstEnergy Corp.		200,337
				798,291
		Electronic Equipment/Instruments (0.7%)
	10,300	Agilent Technologies, Inc. (a)		209,193

See Notes to Financial Statements
75

Morgan Stanley Variable Investment Series - Income Builder

Portfolio of Investments n June 30, 2009 (unaudited) continued

NUMBER OF SHARES			VALUE
		Electronic Production Equipment (1.0%)
	7,500	ASML Holding N.V. (NY Registered Shares) (Netherlands)	$	162,375
	5,337	Lam Research Corp. (a)		138,762
				301,137
		Electronics/Appliances (0.9%)
	10,530	Sony Corp. (ADR) (Japan)		272,306
		Financial Conglomerates (3.3%)
	26,811	JPMorgan Chase & Co.		914,523
	12,665	Mizuho Financial Group, Inc. (ADR) (Japan)		58,386
				972,909
		Food: Major Diversified (1.3%)
	16,060	Unilever N.V. (NY Registered Shares) (Netherlands)		388,331
		Food: Specialty/Candy (1.6%)
	13,140	Cadbury PLC (ADR) (United Kingdom)		452,016
		Home Improvement Chains (1.4%)
	17,230	Home Depot, Inc. (The)		407,145
		Household/Personal Care (0.7%)
	6,340	Estee Lauder Companies, Inc. (The) (Class A)		207,128
		Industrial Conglomerates (3.0%)
	15,800	General Electric Co.		185,176
	8,505	Ingersoll-Rand Co. Ltd. (Class A) (Bermuda)		177,754
	3,770	Siemens AG (ADR) (Germany)		260,846
	9,540	Tyco International Ltd. (Luxembourg)		247,849
				871,625
		Insurance Brokers/Services (2.2%)
	32,027	Marsh & McLennan Companies, Inc.		644,703
		Integrated Oil (4.1%)
	4,780	BP PLC (ADR) (United Kingdom)		227,910
	2,508	ConocoPhillips		105,486
	4,660	Exxon Mobil Corp.		325,781
	3,097	Hess Corp.		166,464
	7,630	Royal Dutch Shell PLC (ADR) (Class A) (United Kingdom)		382,950
				1,208,591
		Investment Banks/Brokers (0.9%)
	15,333	Charles Schwab Corp. (The)		268,941
		Investment Managers (0.2%)
	900	State Street Corp.		42,480

See Notes to Financial Statements
76

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Portfolio of Investments n June 30, 2009 (unaudited) continued

NUMBER OF SHARES			VALUE
		Major Banks (2.5%)
	15,500	Bank of America Corp.	$	204,600
	4,300	BB&T Corp.		94,514
	1,800	Comerica, Inc.		38,070
	10,524	KeyCorp		55,146
	5,799	Mitsubishi UFJ Financial Group, Inc. (ADR) (Japan) (Note 4)		35,606
	6,204	PNC Financial Services Group		240,777
	1,600	Sumitomo Mitsui Financial Group, Inc. (Japan) (c)		64,701
				733,414
		Major Telecommunications (1.7%)
	15,139	Verizon Communications, Inc.		465,221
		Media Conglomerates (3.2%)
	18,936	Time Warner Inc.		476,998
	20,143	Viacom Inc. (Class B) (a)		457,246
				934,244
		Medical Distributors (0.5%)
	4,450	Cardinal Health, Inc.		135,947
		Medical Specialties (1.6%)
	20,540	Boston Scientific Corp. (a)		208,276
	400	Covidien Ltd. (Bermuda)		14,976
	6,550	Covidien Ltd. (Bermuda)		245,232
				468,484
		Miscellaneous Manufacturing (0.5%)
	4,606	Dover Corp.		152,413
		Motor Vehicles (0.3%)
	5,625	Harley-Davidson, Inc.		91,181
		Oil & Gas Production (3.5%)
	8,000	Anadarko Petroleum Corp.		363,120
	3,460	Devon Energy Corp.		188,570
	7,260	Occidental Petroleum Corp.		477,781
				1,029,471
		Oilfield Services/Equipment (1.0%)
	4,740	Schlumberger Ltd. (Netherlands Antilles)		256,481
	700	Smith International, Inc.		18,025
				274,506
		Other Consumer Services (1.5%)
	25,330	eBay Inc. (a)		433,903
		Packaged Software (0.2%)
	3,296	Symantec Corp. (a)		51,286

See Notes to Financial Statements
77

Morgan Stanley Variable Investment Series - Income Builder

Portfolio of Investments n June 30, 2009 (unaudited) continued

NUMBER OF SHARES			VALUE
		Personnel Services (0.8%)
	2,940	Manpower, Inc.	$	124,480
	5,000	Robert Half International, Inc.		118,100
				242,580
		Pharmaceuticals: Major (4.1%)
	4,560	Abbott Laboratories		214,502
	16,530	Bristol-Myers Squibb Co.		335,724
	6,200	Pfizer, Inc.		93,000
	9,000	Roche Holdings Ltd. (ADR) (Switzerland)		306,630
	9,280	Schering-Plough Corp.		233,114
				1,182,970
		Precious Metals (1.5%)
	3,600	Freeport-McMoRan Copper & Gold, Inc.		180,396
	6,050	Newmont Mining Corp.		247,263
				427,659
		Property - Casualty Insurers (2.3%)
	6,824	Chubb Corp. (The)		272,141
	8,145	St. Paul Travelers Companies, Inc. (The)		334,271
	1,500	Transatlantic Holdings, Inc.		64,995
				671,407
		Regional Banks (0.1%)
	3,149	First Horizon National Corp.		37,787
		Restaurants (0.6%)
	11,750	Starbucks Corp. (a)		163,207
		Semiconductors (0.7%)
	12,989	Intel Corp.		214,968
		Tobacco (0.3%)
	2,200	Philip Morris International Inc.		95,964
		Total Common Stocks (Cost $19,811,225)		17,316,538

PRINCIPAL AMOUNT IN THOUSANDS			COUPON RATE			MATURITY DATE
		Convertible Bonds (20.9%)
		Beverages: Alcoholic (4.4%)
$	1,200	Molson Coors Brewing Co.		2.50	%	07/30/13	1,287,000
		Electric Utilities (1.5%)
	173	PG&E Corp.		9.50		06/30/10	447,421

See Notes to Financial Statements
78

Morgan Stanley Variable Investment Series - Income Builder

Portfolio of Investments n June 30, 2009 (unaudited) continued

PRINCIPAL AMOUNT IN THOUSANDS			COUPON RATE			MATURITY DATE	VALUE
		Hotels/Resorts/Cruiselines (3.6%)
$	1,600	Carnival Corp.		0.50	%	04/29/33	$	1,052,000
		Precious Metals (3.8%)
	1,000	Newmont Mining Corp.		1.25		07/15/14		1,088,750
		Semiconductors (4.2%)
	1,450	Intel Corp. - 144A (b)		2.95		12/15/35		1,225,250
		Wholesale Distributors (3.4%)
	1,200	WESCO International Inc.		1.75		11/15/26		1,000,500
		Total Convertible Bonds (Cost $6,289,550)						6,100,921
		Corporate Bonds (11.1%)
		Hotels/Resorts/Cruiselines (6.3%)
	2,000	Starwood Hotels & Resorts Worldwide, Inc.		7.875		05/01/12		1,841,122
		Industrial Specialties (4.8%)
	1,500	Buckeye Technologies Inc.		8.50		10/01/13		1,402,500
		Total Corporate Bonds (Cost $3,588,280)						3,243,622

NUMBER OF SHARES
		Convertible Preferred Stocks (3.9%)
		Pharmaceuticals: Major (3.1%)
	4,000	Schering-Plough Corp. $15.00	906,800
		Real Estate Investment Trusts (0.8%)
	9,000	Equity Residential Properties Trust (Series E) $7.00	225,810
		Total Convertible Preferred Stocks (Cost $1,293,408)	1,132,610
NUMBER OF SHARES (000)
		Short-Term Investment (d) (4.4%)
		Investment Company
	1,275	Morgan Stanley Institutional Liquidity Funds - Money Market Portfolio - Institutional Class (Cost $1,274,606)	1,274,606

Total Investments (Cost $32,257,069) (e)	99.6	%		29,068,297
Other Assets in Excess of Liabilities	0.4			107,769
Net Assets	100.0	%	$	29,176,066

See Notes to Financial Statements
79

Morgan Stanley Variable Investment Series - Income Builder

Portfolio of Investments n June 30, 2009 (unaudited) continued

ADR American Depositary Receipt.

(a) Non-income producing security.

(b) Resale is restricted to qualified institutional investors.

(c) A security with a market value equal to $64,701 has been valued at its 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 7

(d) See Note 4 to the financial statements regarding investments in Morgan Stanley Institutional Liquidity Funds - Money Market Portfolio - Institutional Class.

(e) The aggregate cost for federal income tax purposes approximates the aggregate cost for book purposes. The aggregate gross unrealized appreciation is $898,045 and the aggregate gross unrealized depreciation is $4,086,817, resulting in net unrealized depreciation of $3,188,772.

See Notes to Financial Statements
80

Morgan Stanley Variable Investment Series - Income Builder

Summary of Investments n June 30, 2009 (unaudited)

INDUSTRY	VALUE		PERCENT OF TOTAL INVESTMENTS
Hotels/Resorts/ Cruiselines	$	2,893,122		10.0	%
Pharmaceuticals: Major		2,089,770		7.2
Precious Metals		1,516,409		5.2
Semiconductors		1,440,218		5.0
Industrial Specialties		1,402,500		4.8
Beverages: Alcoholic		1,287,000		4.4
Investment Company		1,274,606		4.4
Electric Utilities		1,245,712		4.3
Integrated Oil		1,208,591		4.2
Oil & Gas Production		1,029,471		3.6
Wholesale Distributors		1,000,500		3.5
Financial Conglomerates		972,909		3.4
Media Conglomerates		934,244		3.2
Industrial Conglomerates		871,625		3.0
Major Banks		733,414		2.5
Property - Casualty Insurers		671,407		2.3
Insurance Brokers/ Services		644,703		2.2
Cable/Satellite TV		494,908		1.7
Medical Specialties		468,484		1.6
Major Telecommunications		465,221		1.6
Food: Specialty/Candy		452,016		1.6
Other Consumer Services		433,903		1.5
Home Improvement Chains		407,145		1.4
Food: Major Diversified		388,331		1.3
Computer Processing Hardware		337,067		1.2
Computer Communications		303,832		1.1

INDUSTRY	VALUE		PERCENT OF TOTAL INVESTMENTS
Electronic Production Equipment	$	301,137		1.0	%
Oilfield Services/ Equipment		274,506		0.9
Electronics/Appliances		272,306		0.9
Investment Banks/ Brokers		268,941		0.9
Chemicals: Major Diversified		258,888		0.9
Personnel Services		242,580		0.8
Real Estate Investment Trusts		225,810		0.8
Aerospace & Defense		225,350		0.8
Electronic Equipment/ Instruments		209,193		0.7
Household/Personal Care		207,128		0.7
Drugstore Chains		185,220		0.6
Restaurants		163,207		0.6
Department Stores		152,645		0.5
Miscellaneous Manufacturing		152,413		0.5
Beverages: Non-Alcoholic		138,691		0.5
Medical Distributors		135,947		0.5
Auto Parts: O.E.M.		123,711		0.4
Apparel/Footwear Retail		116,440		0.4
Tobacco		95,964		0.3
Motor Vehicles		91,181		0.3
Discount Stores		67,332		0.2
Computer Peripherals		61,046		0.2
Packaged Software		51,286		0.2
Investment Managers		42,480		0.1
Regional Banks		37,787		0.1
	$	29,068,297		100.0	%

See Notes to Financial Statements
81

Morgan Stanley Variable Investment Series - Dividend Growth

Portfolio of Investments n June 30, 2009 (unaudited)

NUMBER OF SHARES			VALUE
		Common Stocks (98.7%)
		Aerospace & Defense (3.7%)
	40,200	Boeing Co.	$	1,708,500
	25,610	L-3 Communications Holdings, Inc.		1,776,822
	51,926	Northrop Grumman Corp.		2,371,980
	60,100	Raytheon Co.		2,670,243
				8,527,545
		Agricultural Commodities/ Milling (2.1%)
	77,910	Bunge Ltd. (Bermuda)		4,694,077
		Apparel/Footwear (2.1%)
	50,440	Nike, Inc. (Class B)		2,611,783
	39,449	V.F. Corp.		2,183,502
				4,795,285
		Apparel/Footwear Retail (1.6%)
	225,430	Gap, Inc. (The)		3,697,052
		Biotechnology (1.3%)
	55,000	Amgen Inc. (a)		2,911,700
		Chemicals: Agricultural (1.3%)
	41,038	Monsanto Co.		3,050,765
		Computer Processing Hardware (3.5%)
	30,580	Apple Inc. (a)		4,355,509
	96,220	Hewlett-Packard Co.		3,718,903
				8,074,412
		Contract Drilling (2.0%)
	61,070	Transcocean, Ltd. (Switzerland) (a)		4,536,890
		Drugstore Chains (2.0%)
	144,487	CVS/Caremark Corp.		4,604,801
		Electric Utilities (4.0%)
	47,833	Exelon Corp.		2,449,528
	37,240	FirstEnergy Corp.		1,443,050
	158,970	Public Service Enterprise Group Inc.		5,187,191
				9,079,769

NUMBER OF SHARES			VALUE
		Engineering & Construction (2.8%)
	78,890	Fluor Corp.	$	4,046,268
	57,640	Jacobs Engineering Group, Inc. (a)		2,426,068
				6,472,336
		Financial Conglomerates (1.9%)
	129,532	JPMorgan Chase & Co.		4,418,336
		Hotels/Resorts/ Cruiselines (0.9%)
	152,590	Royal Caribbean Cruises Ltd. (Liberia)		2,066,069
		Household/ Personal Care (1.5%)
	66,574	Procter & Gamble Co. (The)		3,401,931
		Industrial Conglomerates (4.1%)
	400,527	General Electric Co.		4,694,176
	89,019	United Technologies Corp.		4,625,427
				9,319,603
		Industrial Machinery (0.8%)
	39,740	Eaton Corp.		1,772,801
		Information Technology Services (3.1%)
	55,920	Computer Sciences Corp. (a)		2,477,256
	45,000	International Business Machines Corp.		4,698,900
				7,176,156
		Integrated Oil (7.4%)
	32,990	BP PLC (ADR) (United Kingdom)		1,572,963
	65,150	Chevron Corp.		4,316,187
	52,530	ConocoPhillips		2,209,412
	80,243	Exxon Mobil Corp.		5,609,788
	102,620	Marathon Oil Corp.		3,091,941
				16,800,291
		Internet Retail (1.4%)
	144,160	GameStop Corp (Class A) (a)		3,172,962

See Notes to Financial Statements
82

Morgan Stanley Variable Investment Series - Dividend Growth

Portfolio of Investments n June 30, 2009 (unaudited) continued

NUMBER OF SHARES			VALUE
		Internet Software/ Services (1.6%)
	8,891	Google Inc. (Class A) (a)	$	3,748,357
		Investment Banks/ Brokers (1.5%)
	22,778	Goldman Sachs Group, Inc. (The)		3,358,388
		Life/Health Insurance (2.5%)
	94,990	Aflac, Inc.		2,953,239
	87,655	MetLife, Inc. (Note 4)		2,630,527
				5,583,766
		Major Banks (2.9%)
	385,070	Bank of America Corp.		5,082,924
	66,950	Wells Fargo & Co.		1,624,207
				6,707,131
		Major Telecommunications (1.8%)
	167,600	AT&T Inc.		4,163,184
		Managed Health Care (3.8%)
	171,520	UnitedHealth Group Inc.		4,284,570
	85,140	WellPoint Inc. (a)		4,332,775
				8,617,345
		Media Conglomerates (1.9%)
	183,630	Disney (Walt) Co. (The)		4,284,088
		Office Equipment/ Supplies (0.9%)
	98,156	Pitney Bowes, Inc.		2,152,561
		Oil & Gas Production (0.0%)
	1	XTO Energy Inc.		38
		Oil Refining/Marketing (1.6%)
	209,480	Valero Energy Corp.		3,538,117
		Oilfield Services/ Equipment (1.2%)
	135,800	Halliburton Co.		2,811,060
		Packaged Software (5.3%)
	318,527	Microsoft Corp.		7,571,387
	210,940	Oracle Corp.		4,518,335
				12,089,722

NUMBER OF SHARES			VALUE
		Pharmaceuticals: Generic Drugs (2.1%)
	142,720	Watson Pharmaceuticals, Inc. (a)	$	4,808,237
		Pharmaceuticals: Major (8.1%)
	39,435	Johnson & Johnson		2,239,908
	192,080	Merck & Co., Inc.		5,370,557
	381,374	Pfizer, Inc.		5,720,610
	114,572	Wyeth		5,200,423
				18,531,498
		Property - Casualty Insurers (3.5%)
	50,000	ACE Ltd. (Switzerland)		2,211,500
	144,320	Allstate Corp. (The) (Note 4)		3,521,408
	56,880	Travelers Companies, Inc. (The)		2,334,355
				8,067,263
		Pulp & Paper (1.0%)
	150,190	International Paper Co.		2,272,375
		Railroads (1.8%)
	117,640	CSX Corp.		4,073,873
		Restaurants (2.7%)
	105,140	McDonald's Corp.		6,044,499
		Specialty Telecommunications (0.0%)
	1,048	FairPoint Communications, Inc.		629
		Steel (1.1%)
	72,640	United States Steel Corp.		2,596,154
		Tobacco (4.7%)
	177,968	Altria Group, Inc.		2,916,895
	177,968	Philip Morris International Inc.		7,762,964
				10,679,859
		Trucks/Construction/ Farm Machinery (1.2%)
	81,750	Caterpillar Inc.		2,701,020
		Total Common Stocks (Cost $269,720,807)		225,401,945

See Notes to Financial Statements
83

Morgan Stanley Variable Investment Series - Dividend Growth

Portfolio of Investments n June 30, 2009 (unaudited) continued

NUMBER OF SHARES (000)					VALUE
		Short-Term Investment (b) (1.3%) Investment Company
	2,878	Morgan Stanley Institutional Liquidity Funds - Money Market Portfolio - Institutional Class (Cost $2,877,525)			$	2,877,525
Total Investments (Cost $272,598,332) (c)			100.0	%		228,279,470
Other Assets in Excess of Liabilities			0.0			99,996
Net Assets			100.0	%	$	228,379,466

ADR American Depositary Receipt.

(a) Non-income producing security.

(b) See Note 4 to the financial statements regarding investments in Morgan Stanley Liquidity Funds - Money Market Portfolio - Institutional Class.

(c) The aggregate cost for federal income tax purposes approximates the aggregate cost for book purposes. The aggregate gross unrealized appreciation is $13,833,051 and the aggregate gross unrealized depreciation is $58,151,913, resulting in net unrealized depreciation of $44,318,862.

See Notes to Financial Statements
84

Morgan Stanley Variable Investment Series - Dividend Growth

Summary of Investments n June 30, 2009 (unaudited)

INDUSTRY	VALUE		PERCENT OF TOTAL INVESTMENTS
Pharmaceuticals: Major	$	18,531,498		8.1	%
Integrated Oil		16,800,291		7.4
Packaged Software		12,089,722		5.3
Tobacco		10,679,859		4.7
Industrial Conglomerates		9,319,603		4.1
Electric Utilities		9,079,769		4.0
Managed Health Care		8,617,345		3.8
Aerospace & Defense		8,527,545		3.7
Computer Processing Hardware		8,074,412		3.5
Property - Casualty Insurers		8,067,263		3.5
Information Technology Services		7,176,156		3.1
Major Banks		6,707,131		2.9
Engineering & Construction		6,472,336		2.8
Restaurants		6,044,499		2.7
Life/Health Insurance		5,583,766		2.5
Pharmaceuticals: Generic Drugs		4,808,237		2.1
Apparel/Footwear		4,795,285		2.1
Agricultural Commodities/ Milling		4,694,077		2.1
Drugstore Chains		4,604,801		2.0
Contract Drilling		4,536,890		2.0
Financial Conglomerates		4,418,336		1.9
Media Conglomerates		4,284,088		1.9

INDUSTRY	VALUE		PERCENT OF TOTAL INVESTMENTS
Major Telecommunications	$	4,163,184		1.8	%
Railroads		4,073,873		1.8
Internet Software/ Services		3,748,357		1.6
Apparel/Footwear Retail		3,697,052		1.6
Oil Refining/Marketing		3,538,117		1.6
Household/Personal Care		3,401,931		1.5
Investment Banks/ Brokers		3,358,388		1.5
Internet Retail		3,172,962		1.4
Chemicals: Agricultural		3,050,765		1.3
Biotechnology		2,911,700		1.3
Investment Company		2,877,525		1.3
Oilfield Services/ Equipment		2,811,060		1.2
Trucks/Construction/ Farm Machinery		2,701,020		1.2
Steel		2,596,154		1.1
Pulp & Paper		2,272,375		1.0
Office Equipment/ Supplies		2,152,561		0.9
Hotels/Resorts/ Cruiselines		2,066,069		0.9
Industrial Machinery		1,772,801		0.8
Specialty Telecommunications		629		0.0
Oil & Gas Production		38		0.0
	$	228,279,470		100.0	%

See Notes to Financial Statements
85

Morgan Stanley Variable Investment Series - Global Dividend Growth

Portfolio of Investments n June 30, 2009 (unaudited)

NUMBER OF SHARES			VALUE
		Common Stocks (96.8%)
		Austria (b) (0.8%)
		Major Telecommunications
	42,960	Telekom Austria AG	$	672,173
		Bermuda (1.5%)
		Insurance Brokers/Services
	47,355	Willis Group Holdings Ltd. (c)		1,218,444
		Finland (b) (1.8%)
		Steel
	33,552	Rautaruukki Oyj		671,006
		Telecommunication Equipment
	25,103	Nokia Oyj		366,347
		Trucks/Construction/ Farm Machinery
	18,922	KCI Konecranes Oyj		446,037
		Total Finland		1,483,390
		France (b) (9.4%)
		Gas Distributors
	30,377	GDF Suez (c)		1,134,823
		Integrated Oil
	22,227	Total S.A. (c)		1,203,871
		Major Banks
	9,542	BNP Paribas		619,221
		Major Telecommunications
	61,044	France Telecom S.A.		1,386,942
		Metal Fabrications
	6,972	Vallourec S.A. (c)		847,634
		Office Equipment/Supplies
	7,072	Neopost S.A. (c)		635,948
		Real Estate Development
	5,050	Unibail - Rodamco		754,126
		Real Estate Investment Trusts
	7,524	ICADE		618,781
		Specialty Insurance
	9,878	Euler Hermes S.A.		602,576
		Total France		7,803,922

NUMBER OF SHARES			VALUE
		Germany (b) (6.0%)
		Electric Utilities
	35,555	E.ON AG	$	1,262,010
	12,666	RWE AG (c)		999,917
				2,261,927
		Industrial Conglomerates
	11,879	Siemens AG (Registered Shares)		822,394
		Multi-Line Insurance
	14,230	Muenchener Rueckversicherungs- Gesellschaft AG (Registered Shares)		1,924,544
		Total Germany		5,008,865
		Greece (b) (1.1%)
		Casino/Gaming
	34,640	OPAP SA		919,979
		Ireland (b) (1.7%)
		Construction Materials
	61,814	CRH PLC		1,417,167
		Italy (b) (2.8%)
		Integrated Oil
	99,592	Eni S.p.A.		2,362,622
		Japan (b) (9.7%)
		Electronic Components
	69,400	Hoya Corp.		1,389,559
	18,900	TDK Corp. (c)		883,456
				2,273,015
		Industrial Machinery
	92,000	Amada Co., Ltd.		568,534
	157,000	Daifuku Co., Ltd. (c)		1,113,973
	81,400	Mori Seiki Co., Ltd. (c)		843,207
				2,525,714
		Pharmaceuticals: Major
	21,400	Takeda Pharmaceutical Co., Ltd.		831,532
		Recreational Products
	2,485	Nintendo Co., Ltd.		683,882
	64,300	Yamaha Corp.		798,688
				1,482,570

See Notes to Financial Statements
86

Morgan Stanley Variable Investment Series - Global Dividend Growth

Portfolio of Investments n June 30, 2009 (unaudited) continued

NUMBER OF SHARES			VALUE
		Regional Banks
	49,100	Tokyo Tomin Bank, Ltd. (The)	$	940,643
		Total Japan		8,053,474
		Netherlands (b) (8.5%)
		Food: Major Diversified
	38,262	Unilever N.V. (Share Certificates)		923,410
		Industrial Specialties
	13,139	Akzo Nobel N.V. (c)		578,186
		Major Telecommunications
	80,437	Koninklijke (Royal) KPN N.V.		1,108,092
		Publishing: Books/Magazines
	151,999	Reed Elsevier N.V.		1,676,303
	158,273	Wolters Kluwer N.V.		2,769,488
				4,445,791
		Total Netherlands		7,055,479
		Norway (b) (0.7%)
		Publishing: Newspapers
	62,921	Schibsted ASA (a)(c)		570,522
		Singapore (b) (2.2%)
		Air Freight/Couriers
	1,438,000	Singapore Post Ltd.		887,785
		Other Transportation
	1,033,000	ComfortDelGro Corp., Ltd.		912,040
		Total Singapore		1,799,825
		Spain (b) (2.3%)
		Major Banks
	34,891	Banco Bilbao Vizcaya Argentaria, S.A. (c)		439,680
		Major Telecommunications
	66,890	Telefonica S.A.		1,516,740
		Total Spain		1,956,420

NUMBER OF SHARES			VALUE
		Switzerland (b) (2.3%)
		Other Consumer Services
	1,312	Kuoni Reisen Holding AG (Registered Shares)	$	408,158
		Pharmaceuticals: Major
	37,590	Novartis AG (Registered Shares)		1,527,224
		Total Switzerland		1,935,382
		United Kingdom (b) (16.4%)
		Aerospace & Defense
	168,297	Meggitt PLC		439,758
		Beverages: Alcoholic
	49,163	Diageo PLC		706,025
		Beverages: Non-Alcoholic
	219,725	Britvic PLC		1,009,797
		Electric Utilities
	43,208	Scottish & Southern Energy PLC		811,211
		Integrated Oil
	203,323	BP PLC		1,608,924
	62,877	Royal Dutch Shell PLC (A Shares)		1,574,700
				3,183,624
		Miscellaneous Manufacturing
	130,938	IMI PLC		673,315
		Other Metals/Minerals
	21,383	BHP Billiton PLC		482,999
		Pharmaceuticals: Major
	51,212	GlaxoSmithKline PLC		901,819
		Tobacco
	88,776	British American Tobacco PLC		2,452,468
		Wireless Telecommunications
	1,571,287	Vodafone Group PLC		3,037,251
		Total United Kingdom		13,698,267
		United States (29.6%)
		Chemicals: Major Diversified
	29,189	Du Pont (E.I.) de Nemours & Co.		747,822

See Notes to Financial Statements
87

Morgan Stanley Variable Investment Series - Global Dividend Growth

Portfolio of Investments n June 30, 2009 (unaudited) continued

NUMBER OF SHARES			VALUE
		Electric Utilities
	24,526	Allete Inc. (c)	$	705,123
	51,885	Portland General Electric Co. (c)		1,010,720
				1,715,843
		Electronic Equipment/Instruments
	32,430	Diebold, Inc. (c)		854,855
		Financial Publishing/Services
	55,747	McGraw-Hill Companies, Inc. (The)		1,678,542
		Household/Personal Care
	36,826	Kimberly-Clark Corp.		1,930,787
		Major Banks
	22,580	Bank of New York Mellon Corp.		661,820
		Major Telecommunications
	68,217	AT&T Inc.		1,694,510
	63,877	Verizon Communications, Inc.		1,962,940
				3,657,450
		Office Equipment/Supplies
	29,642	Avery Dennison Corp. (c)		761,207
		Pharmaceuticals: Major
	114,475	Bristol-Myers Squibb Co.		2,324,987
	34,531	Eli Lilly & Co.		1,196,154
	61,671	Pfizer, Inc. (c)		925,065
				4,446,206
		Real Estate Investment Trusts
	34,156	Potlatch Corp. (c)		829,649
		Semiconductors
	76,060	Intel Corp.		1,258,793
		Tobacco
	80,478	Philip Morris International Inc.		3,510,450
	66,901	Reynolds American Inc. (c)		2,583,717
				6,094,167
		Total United States		24,637,141
		Total Common Stocks (Cost $74,370,966)		80,593,072

NUMBER OF SHARES			VALUE
		Rights (b) (0.2%) Norway
		Publishing: Newspapers
	63,900	Schibsted ASA (Cost $0) (c)	$	139,126
PRINCIPAL AMOUNT IN THOUSANDS
		Short-Term Investments (14.9%)
		Securities held as collateral on Loaned Securities
		Repurchase Agreements (3.0%)
$	1,911	Bank of America Securities LLC (0.08% dated 06/30/09, due 07/01/09; proceeds $1,911,071) fully collateralized by a U.S. Government Agency security at the date of this Portfolio of Investments as follows: Fannie Mae 6.00% due 04/01/39; valued at $1,949,330		1,911,067
	618	Citigroup (0.59% dated 06/30/09, due 07/01/09; proceeds $617,958) fully collateralized by units (each unit represents one share and one warrant) and convertible preferred bond at the date of this Portfolio of Investments as follows: Sports Properties Acquisition Corp., BPW Acquisition Corp., and Vale Capital Limited 5.50%, due 06/15/10, Series RIO; valued at $648,860		617,948
		Total Repurchase Agreements (Cost $2,529,015)		2,529,015

See Notes to Financial Statements
88

Morgan Stanley Variable Investment Series - Global Dividend Growth

Portfolio of Investments n June 30, 2009 (unaudited) continued

NUMBER OF SHARES (000)					VALUE
		Investment Company (d) (10.8%)
	9,023	Morgan Stanley Institutional Liquidity Funds - Money Market Portfolio - Institutional Class (Cost $9,022,702)			$	9,022,702
		Total Securities Held as Collateral on Loaned Securities (Cost $11,551,717)				11,551,717
		Investment Company (d) (1.1%)
	889	Morgan Stanley Institutional Liquidity Funds - Money Market Portfolio - Institutional Class (Cost $888,673)				888,673
		Total Short Term Investments (Cost $12,440,390)				12,440,390
Total Investments (Cost $86,811,356) (e)			111.9	%		93,172,588
Liabilities in Excess of Other Assets			(11.9	)		(9,904,830	)
Net Assets			100.0	%	$	83,267,758

(a) Non-income producing security.

(b) Securities with a total market value of $54,876,613 have been valued at their 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 7.

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

(d) See Note 4 to the financial statements regarding investments in Morgan Stanley Liquidity Funds - Money Market Portfolio - Institutional Class.

(e) The aggregate cost for federal income tax purposes approximates the aggregate cost for book purposes. The aggregate gross unrealized appreciation is $8,381,775 and the aggregate gross unrealized depreciation is $2,020,543, resulting in net unrealized appreciation of $6,361,232.

FORWARD FOREIGN CURRENCY CONTRACTS OPEN AT JUNE 30, 2009:

CONTRACTS TO DELIVER		IN EXCHANGE FOR		DELIVERY DATE	UNREALIZED APPRECIATION (DEPRECIATION)
EUR	9,430,000	$	13,229,332	07/30/09	$	(98,717	)
EUR	590,000	CHF	902,877	07/30/09		3,569
GBP	500,000	JPY	78,267,500	07/30/09		(9,842	)
Net Unrealized Depreciation					$	(104,990	)

Currency Abbreviations:

GBP British Pound.

EUR Euro.

JPY Japanese Yen.

CHF Swiss Franc.

See Notes to Financial Statements
89

Morgan Stanley Variable Investment Series - Global Dividend Growth

Summary of Investments n June 30, 2009 (unaudited)

INDUSTRY	VALUE		PERCENT OF TOTAL INVESTMENTS
Tobacco	$	8,546,635		10.5	%
Major Telecommunications		8,341,397		10.2
Pharmaceuticals: Major		7,706,781		9.4
Integrated Oil		6,750,117		8.3
Electric Utilities		4,788,981		5.9
Publishing: Books/ Magazines		4,445,791		5.5
Wireless Telecommunications		3,037,251		3.7
Industrial Machinery		2,525,714		3.1
Electronic Components		2,273,015		2.8
Household/Personal Care		1,930,787		2.4
Multi-Line Insurance		1,924,544		2.4
Major Banks		1,720,721		2.1
Financial Publishing/ Services		1,678,542		2.1
Recreational Products		1,482,570		1.8
Real Estate Investment Trusts		1,448,430		1.8
Construction Materials		1,417,167		1.7
Office Equipment/Supplies		1,397,155		1.7
Semiconductors		1,258,793		1.5
Insurance Brokers/Services		1,218,444		1.5
Gas Distributors		1,134,823		1.4
Beverages: Non-Alcoholic		1,009,797		1.2
Regional Banks		940,643		1.2
Food: Major Diversified		923,410		1.1

INDUSTRY	VALUE			PERCENT OF TOTAL INVESTMENTS
Casino/Gaming	$	919,979			1.1	%
Other Transportation		912,040			1.1
Investment Company		888,673			1.1
Air Freight/Couriers		887,785			1.1
Electronic Equipment/Instruments		854,855			1.0
Metal Fabrications		847,634			1.0
Industrial Conglomerates		822,394			1.0
Real Estate Development		754,126			0.9
Chemicals: Major Diversified		747,822			0.9
Publishing: Newspapers		709,648			0.9
Beverages: Alcoholic		706,025			0.9
Miscellaneous Manufacturing		673,315			0.8
Steel		671,006			0.8
Specialty Insurance		602,576			0.7
Industrial Specialties		578,186			0.7
Other Metals/Minerals		482,999			0.6
Trucks/Construction/ Farm Machinery		446,037			0.6
Aerospace & Defense		439,758			0.5
Other Consumer Services		408,158			0.5
Telecommunication Equipment		366,347			0.5
	$	81,620,871	^{^}		100.0	%

^{^} Does not include open forward foreign currency contracts with net unrealized depreciation of $104,990. Also does not reflect the value of securities held as collateral on loaned securities.

See Notes to Financial Statements
90

Morgan Stanley Variable Investment Series - European Equity

Portfolio of Investments n June 30, 2009 (unaudited)

NUMBER OF SHARES			VALUE
		Common Stocks (96.7%) (c) Austria (1.5%)
		Major Telecommunications
	66,115	Telekom Austria AG	$	1,034,468
		Belgium (1.6%)
		Other Metals/Minerals
	48,958	Umicore		1,115,118
		France (10.8%)
		Electric Utilities
	17,957	Electricite de France (EDF) (b)		875,660
		Electrical Products
	16,778	Schneider Electric S.A.		1,283,184
		Gas Distributors
	44,047	Gaz de France (GDF)		1,645,507
		Major Banks
	34,660	BNP Paribas		2,249,236
	26,897	Societe Generale		1,467,496
				3,716,732
		Total France		7,521,083
		Germany (11.3%)
		Industrial Conglomerates
	23,730	MAN AG		1,459,504
	25,066	Siemens AG (Registered Shares)		1,735,341
				3,194,845
		Multi-Line Insurance
	15,460	Allianz SE (Registered Shares)		1,429,622
	11,353	Muenchener Rueckversicherungs- Gesellschaft AG (Registered Shares)		1,535,443
				2,965,065
		Pharmaceuticals: Other
	30,826	Bayer AG		1,655,246
		Total Germany		7,815,156

NUMBER OF SHARES			VALUE
		Italy (3.3%)
		Integrated Oil
	96,334	Eni SpA	$	2,285,333
		Luxembourg (1.9%)
		Steel
	39,512	ArcelorMittal (b)		1,297,650
		Netherlands (3.4%)
		Major Telecommunications
	107,210	Koninklijke (Royal) KPN NV		1,476,914
		Publishing: Books/Magazines
	52,280	Wolters Kluwer NV		914,804
		Total Netherlands		2,391,718
		Spain (5.5%)
		Major Banks
	135,327	Banco Bilbao Vizcaya Argentaria, S.A. (b)		1,705,323
		Major Telecommunications
	94,437	Telefonica S.A.		2,141,373
		Total Spain		3,846,696
		Sweden (1.2%)
		Auto Parts: O.E.M.
	30,319	Autoliv, Inc. (SDR)		862,534
		Switzerland (15.2%)
		Financial Conglomerates
	106,481	UBS AG (Registered Shares)		1,302,764
		Food: Major Diversified
	86,385	Nestle S.A. (Registered Shares)		3,260,270
		Multi-Line Insurance
	6,934	Zurich Financial Services AG (Registered Shares)		1,227,386
		Pharmaceuticals: Major
	54,262	Novartis AG (Registered Shares)		2,204,582
	19,022	Roche Holding AG		2,587,919
				4,792,501
		Total Switzerland		10,582,921

See Notes to Financial Statements
91

Morgan Stanley Variable Investment Series - European Equity

Portfolio of Investments n June 30, 2009 (unaudited) continued

NUMBER OF SHARES			VALUE
		United Kingdom (41.0%)
		Aerospace & Defense
	251,002	BAE Systems PLC	$	1,401,099
	234,725	Rolls-Royce Group PLC (a)		1,399,563
				2,800,662
		Food Retail
	310,989	Morrison (W.M.) Supermarkets PLC		1,211,796
	305,948	Tesco PLC		1,783,251
				2,995,047
		Home Improvement Chains
	201,019	Kingfisher PLC		589,300
		Household/Personal Care
	83,135	SSL International PLC		709,820
		Integrated Oil
	132,590	BG Group PLC		2,227,766
	116,362	Royal Dutch Shell PLC (A Shares)		2,914,186
				5,141,952
		Investment Managers
	222,776	Man Group PLC		1,022,508
		Life/Health Insurance
	160,378	Prudential PLC		1,091,268
		Major Banks
	368,656	HSBC Holdings PLC		3,060,436
		Other Metals/Minerals
	60,906	Anglo American PLC		1,777,279
		Pharmaceuticals: Major
	117,644	GlaxoSmithKline PLC		2,071,656
		Publishing: Books/Magazines
	122,218	Reed Elsevier PLC		911,290
		Specialty Stores
	288,145	Carphone Warehouse Group (b)		754,455
		Tobacco
	61,098	British American Tobacco PLC		1,687,854
	56,318	Imperial Tobacco Group PLC		1,464,787
				3,152,641

NUMBER OF SHARES			VALUE
		Wireless Telecommunications
	1,219,533	Vodafone Group PLC	$	2,357,321
		Total United Kingdom		28,435,635
		Total Common Stocks (Cost $77,000,888)		67,188,312
		Preferred Stock (c) (1.4%) Germany
		Medical Specialties
	18,331	Fresenius SE (Cost $1,454,786)		990,568
PRINCIPAL AMOUNT IN THOUSANDS
		Short-Term Investments (5.5%)
		Securities Held as Collateral on Loaned Securities
		Repurchase Agreements (0.9%)
$	155	Citigroup (0.59%, dated 06/30/09, due 07/01/09; proceeds $154,626) fully collateralized by units (each unit represents one share and one warrant) and a preferred convertible bond at the date of this Portfolio of Investments as follows: Sports Properties Acquisition Corp., BPW Acquistition Corp. and Vale Capital Ltd. 5.50% due 06/15/10 Series RIO; valued at $162,358.		154,623

See Notes to Financial Statements
92

Morgan Stanley Variable Investment Series - European Equity

Portfolio of Investments n June 30, 2009 (unaudited) continued

PRINCIPAL AMOUNT IN THOUSANDS					VALUE
$	478	Bank of America Securities LLC (0.08% dated 06/30/09, due 07/01/09; proceeds 478,189) fully collateralized by U.S. Government Agency security at the date of this Portfolio of Investments as follows: Fannie Mae 6.00% due 04/01/39; valued at $487,762.			$	478,188
		Total Repurchase Agreements (Cost $632,811)				632,811
NUMBER OF SHARES (000)
		Investment Company (d) (3.3%)
	2,258	Morgan Stanley Institutional Liquidity Funds - Money Market Portfolio - Institutional Class (Cost $2,257,666)				2,257,666
		Total Securities Held as Collateral on Loaned Securities (Cost $2,890,477)				2,890,477
		Investment Company (d) (1.3%)
	895	Morgan Stanley Institutional Liquidity Funds - Money Market Portfolio - Institutional Class (Cost $894,993)				894,993
		Total Short-Term Investments (Cost $3,785,470)				3,785,470
	Total Investments (Cost $82,241,144) (e)		103.6	%		71,964,350
	Liabilities in Excess of Other Assets		(3.6	)		(2,519,788	)
	Net Assets		100.0	%	$	69,444,562

(a) Non-income producing security.

(b) A portion of this security was on loan as of June 30, 2009.

(c) Securities with a total market value equal to $68,178,880 have been valued at their 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 7

(d) See Note 4 to the financial statements regarding investments in Morgan Stanley Institutional Liquidity Funds - Money Market Portfolio - Institutional Class.

(e) The aggregate cost for federal income tax purposes approximates the aggregate cost for book purposes. The aggregate gross unrealized appreciation is $5,833,388 and the aggregate gross unrealized depreciation is $16,110,182 resulting in net unrealized depreciation of $10,276,794.

See Notes to Financial Statements
93

Morgan Stanley Variable Investment Series - European Equity

Summary of Investments n June 30, 2009 (unaudited)

INDUSTRY	VALUE		PERCENT OF TOTAL INVESTMENTS
Major Banks	$	8,482,491		12.3	%
Integrated Oil		7,427,285		10.8
Pharmaceuticals: Major		6,864,157		9.9
Major Telecommunications		4,652,755		6.7
Multi-Line Insurance		4,192,451		6.1
Food: Major Diversified		3,260,270		4.7
Industrial Conglomerates		3,194,845		4.6
Tobacco		3,152,641		4.6
Food Retail		2,995,047		4.3
Other Metals/Minerals		2,892,397		4.2
Aerospace & Defense		2,800,662		4.0
Wireless Telecommunications		2,357,321		3.4
Publishing: Books/ Magazines		1,826,094		2.6
Pharmaceuticals: Other		1,655,246		2.4
Gas Distributors		1,645,507		2.4

INDUSTRY	VALUE			PERCENT OF TOTAL INVESTMENTS
Financial Conglomerates	$	1,302,764			1.9	%
Steel		1,297,650			1.9
Electrical Products		1,283,184			1.9
Life/Health Insurance		1,091,268			1.6
Investment Managers		1,022,508			1.5
Medical Specialties		990,568			1.4
Investment Company		894,993			1.3
Electric Utilities		875,660			1.3
Auto Parts: O.E.M.		862,534			1.2
Specialty Stores		754,455			1.1
Household/Personal Care		709,820			1.0
Home Improvement Chains		589,300			0.9
	$	69,073,873	^{^}		100.0	%

^{^} Does not reflect the value of securities held as collateral on loaned securities.

See Notes to Financial Statements
94

Morgan Stanley Variable Investment Series - Capital Opportunities

Portfolio of Investments n June 30, 2009 (unaudited)

NUMBER OF SHARES			VALUE
		Common Stocks (98.8%)
		Air Freight/Couriers (2.8%)
	186,436	Expeditors International of Washington, Inc.	$	6,215,776
		Biotechnology (7.1%)
	213,073	Illumina, Inc. (a)		8,297,063
	116,956	Techne Corp.		7,462,962
				15,760,025
		Casino/Gaming (2.0%)
	122,233	Wynn Resorts, Ltd. (a)		4,314,825
		Chemicals: Agricultural (5.1%)
	151,937	Monsanto Co.		11,294,997
		Computer Processing Hardware (5.6%)
	87,868	Apple Inc. (a)		12,515,039
		Construction Materials (0.9%)
	223,999	Cemex SAB de C.V. (ADR) (Mexico) (a)		2,092,151
		Electric Utilities (0.1%)
	21,787	Brookfield Infrastructure Partners LP (Bermuda)		268,634
		Electronic Production Equipment (3.1%)
	270,671	Tessera Technologies, Inc. (a)		6,845,270
		Finance/Rental/Leasing (6.7%)
	53,610	MasterCard, Inc. Class A		8,969,489
	384,680	Redecard SA (Brazil)		5,889,462
				14,858,951
		Financial Conglomerates (5.9%)
	447,484	Brookfield Asset Management Inc. (Class A) (Canada)		7,638,552
	256,934	Leucadia National Corp. (a)		5,418,738
				13,057,290
		Financial Publishing/ Services (1.9%)
	99,743	Morningstar, Inc. (a)		4,112,404
		Home Building (0.6%)
	86,408	Gafisa S.A. (ADR) (Brazil)		1,425,732

NUMBER OF SHARES			VALUE
		Internet Retail (9.9%)
	180,583	Amazon.com, Inc. (a)	$	15,107,574
	148,568	Ctrip.com International Ltd. (ADR) (Cayman Islands) (a)		6,878,698
				21,986,272
		Internet Software/ Services (15.2%)
	25,960	Baidu, Inc. (ADR) (Cayman Islands) (a)		7,816,296
	35,059	Google Inc. (Class A) (a)		14,780,524
	958,000	Tencent Holdings Ltd. (Cayman Islands) (b)(c)		11,154,205
				33,751,025
		Investment Banks/ Brokers (9.0%)
	864,414	BM&F BOVESPA SA (Brazil)		5,161,338
	15,820	CME Group Inc.		4,921,760
	138,048	Greenhill & Co., Inc.		9,968,446
				20,051,544
		Miscellaneous Commercial Services (3.0%)
	168,881	CoStar Group Inc. (a)		6,733,286
		Oil & Gas Production (8.7%)
	266,224	Southwestern Energy Co. (a)		10,342,802
	228,624	Ultra Petroleum Corp. (Canada) (a)		8,916,336
				19,259,138
		Packaged Software (2.4%)
	137,643	Salesforce.com, Inc. (a)		5,253,833
		Services to the Health Industry (3.4%)
	204,187	athenahealth Inc. (a)		7,556,961
		Telecommunication Equipment (2.6%)
	80,638	Research In Motion Ltd. (Canada) (a)		5,729,330

See Notes to Financial Statements
95

Morgan Stanley Variable Investment Series - Capital Opportunities

Portfolio of Investments n June 30, 2009 (unaudited) continued

NUMBER OF SHARES					VALUE
		Wholesale Distributors (2.8%)
	2,340,000		Li & Fung Ltd. (Bermuda) (b)(c)		$	6,255,040
			Total Common Stocks (Cost $229,757,908)			219,337,523
NUMBER OF SHARES (000)
		Short-Term Investment (d) (1.4%) Investment Company
$	3,011		Morgan Stanley Institutional Liquidity Funds - Money Market Portfolio - Institutional Class (Cost $3,010,735)			3,010,735
Total Investments (Cost $232,768,643) (e)			100.2	%		222,348,258
Liabilities in Excess of Other Assets			(0.2	)		(424,562	)
Net Assets			100.0	%	$	221,923,696

ADR American Depositary Receipt.

(a) Non-income producing security.

(b) Securities with a total market value equal to $17,409,245 have been valued at their 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 7.

(c) Security trades on a Hong Kong exchange.

(d) See Note 4 to the financial statements regarding investments in Morgan Stanley Institutional Liquidity Funds - Money Market Portfolio - Institutional Class.

(e) The aggregate cost for federal income tax purposes approximates the aggregate cost for book purposes. The aggregate gross unrealized appreciation is $30,051,643 and the aggregate gross unrealized depreciation is $40,472,028, resulting in net unrealized depreciation of $10,420,385.

See Notes to Financial Statements
96

Morgan Stanley Variable Investment Series - Capital Opportunities

Summary of Investments n June 30, 2009 (unaudited)

INDUSTRY	VALUE		PERCENT OF TOTAL INVESTMENTS
Internet Software/Services	$	33,751,025		15.2	%
Internet Retail		21,986,272		9.9
Investment Banks/Brokers		20,051,544		9.0
Oil & Gas Production		19,259,138		8.7
Biotechnology		15,760,025		7.1
Finance/Rental/Leasing		14,858,951		6.7
Financial Conglomerates		13,057,290		5.9
Computer Processing Hardware		12,515,039		5.6
Chemicals: Agricultural		11,294,997		5.1
Services To The Health Industry		7,556,961		3.4
Electronic Production Equipment		6,845,270		3.1

INDUSTRY	VALUE		PERCENT OF TOTAL INVESTMENTS
Miscellaneous Commercial Services	$	6,733,286		3.0	%
Wholesale Distributors		6,255,040		2.8
Air Freight/Couriers		6,215,776		2.8
Telecommunication Equipment		5,729,330		2.6
Packaged Software		5,253,833		2.4
Casino/Gaming		4,314,825		1.9
Financial Publishing/ Services		4,112,404		1.8
Investment Company		3,010,735		1.4
Construction Materials		2,092,151		0.9
Home Building		1,425,732		0.6
Electric Utilities		268,634		0.1
	$	222,348,258		100.0	%

See Notes to Financial Statements
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Portfolio of Investments n June 30, 2009 (unaudited)

NUMBER OF SHARES			VALUE
		Common Stocks (99.7%)
		Advertising/Marketing Services (0.2%)
	6,729	Interpublic Group of Companies, Inc. (The) (a)	$	33,981
	4,389	Omnicom Group, Inc.		138,605
				172,586
		Aerospace (0.1%)
	2,564	ITT Corporation		114,098
		Aerospace & Defense (1.8%)
	10,348	Boeing Co.		439,790
	1,960	FLIR Systems, Inc. (a)		44,218
	5,505	General Dynamics Corp.		304,922
	1,738	Goodrich Corp.		86,848
	1,686	L-3 Communications Holdings, Inc.		116,975
	4,417	Lockheed Martin Corp.		356,231
	4,617	Northrop Grumman Corp.		210,904
	1,969	Precision Castparts Corp.		143,796
	5,226	Raytheon Co.		232,191
	2,235	Rockwell Collins, Inc.		93,266
				2,029,141
		Agricultural Commodities/ Milling (0.2%)
	9,058	Archer-Daniels-Midland Co.		242,483
		Air Freight/Couriers (1.0%)
	2,389	C.H. Robinson Worldwide, Inc.		124,586
	2,994	Expeditors International of Washington, Inc.		99,820
	4,395	FedEx Corp.		244,450
	13,569	United Parcel Service, Inc. (Class B)		678,314
				1,147,170
		Airlines (0.1%)
	10,446	Southwest Airlines Co.		70,301
		Aluminum (0.1%)
	14,621	Alcoa, Inc.		151,035

NUMBER OF SHARES			VALUE
		Apparel/Footwear (0.5%)
	4,616	Coach, Inc. (a)	$	124,078
	5,540	Nike, Inc. (Class B)		286,861
	794	Polo Ralph Lauren Corp.		42,511
	1,244	V.F. Corp.		68,855
				522,305
		Apparel/Footwear Retail (0.4%)
	1,229	Abercrombie & Fitch Co. (Class A)		31,204
	6,584	Gap, Inc. (The)		107,978
	3,821	Limited Brands, Inc.		45,737
	2,251	Nordstrom, Inc.		44,772
	5,879	TJX Companies, Inc. (The)		184,953
				414,644
		Auto Parts: O.E.M. (0.2%)
	8,390	Johnson Controls, Inc.		182,231
		Automotive Aftermarket (0.0%)
	3,407	Goodyear Tire & Rubber Co. (The) (a)		38,363
		Beverages: Alcoholic (0.2%)
	1,385	Brown-Forman Corp. (Class B)		59,527
	2,749	Constellation Brands Inc. (Class A) (a)		34,857
	2,102	Molson Coors Brewing Co. (Class B)		88,978
				183,362
		Beverages: Non-Alcoholic (2.4%)
	27,927	Coca-Cola Co. (The)		1,340,217
	4,483	Coca-Cola Enterprises Inc.		74,642
	3,582	Dr Pepper Snapple Group Inc.		75,902
	1,908	Pepsi Bottling Group, Inc. (The)		64,567
	21,464	PepsiCo, Inc.		1,179,661
				2,734,989
		Biotechnology (2.0%)
	13,873	Amgen Inc. (a)		734,437
	4,120	Biogen Idec Inc. (a)		186,018
	6,470	Celgene Corp. (a)		309,525

See Notes to Financial Statements
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Morgan Stanley Variable Investment Series - S&P 500 Index

Portfolio of Investments n June 30, 2009 (unaudited) continued

NUMBER OF SHARES			VALUE
	967	Cephalon, Inc. (a)	$	54,780
	3,820	Genzyme Corp. (a)		212,659
	12,583	Gilead Sciences, Inc. (a)		589,388
	2,437	Life Technologies Corp.		101,672
	780	Millipore Corp. (a)		54,764
				2,243,243
		Building Products (0.0%)
	5,082	Masco Corp.		48,685
		Cable/Satellite TV (0.9%)
	40,665	Comcast Corp. (Class A)		589,236
	7,712	DIRECTV Group, Inc. (The) (a)		190,563
	1,272	Scripps Networks Interactive Class A		35,400
	4,957	Time Warner Cable (a)		156,988
				972,187
		Casino/Gaming (0.1%)
	4,161	International Game Technology		66,160
	870	Wynn Resorts, Ltd. (a)		30,711
				96,871
		Chemicals: Agricultural (0.6%)
	669	CF Industries Holdings Inc.		49,600
	7,728	Monsanto Co.		574,499
				624,099
		Chemicals: Major Diversified (0.6%)
	15,596	Dow Chemical Co. (The)		251,719
	12,742	Du Pont (E.I.) de Nemours & Co.		326,450
	1,024	Eastman Chemical Co.		38,810
	1,111	International Flavors & Fragrances, Inc.		36,352
				653,331
		Chemicals: Specialty (0.5%)
	2,959	Air Products & Chemicals, Inc.		191,122
	4,355	Praxair, Inc.		309,510
	1,770	Sigma-Aldrich Corp.		87,721
				588,353

NUMBER OF SHARES			VALUE
		Coal (0.2%)
	2,559	CONSOL Energy, Inc.	$	86,904
	1,202	Massey Energy Co.		23,487
	3,765	Peabody Energy Corp.		113,552
				223,943
		Commercial Printing/ Forms (0.0%)
	2,895	Donnelley (R.R.) & Sons Co.		33,640
		Computer Communications (1.5%)
	80,691	Cisco Systems, Inc. (a)		1,504,080
	7,455	Juniper Networks, Inc. (a)		175,938
	1,806	QLogic Corp. (a)		22,900
				1,702,918
		Computer Peripherals (0.5%)
	27,425	EMC Corp. (a)		359,267
	1,107	Lexmark International, Inc. (Class A) (a)		17,546
	4,662	NetApp Inc.		91,935
	4,225	Seagate Technology Inc. (Escrow) (a)(c)		0
	3,115	Western Digital Corporation (a)		82,548
				551,296
		Computer Processing Hardware (3.1%)
	12,410	Apple Inc. (a)		1,767,556
	24,437	Dell Inc. (a)		335,520
	33,334	Hewlett-Packard Co.		1,288,359
	10,430	Sun Microsytems (a)		96,165
				3,487,600
		Construction Materials (0.1%)
	1,555	Vulcan Materials Co.		67,021
		Containers/Packaging (0.2%)
	1,336	Ball Corp.		60,334
	1,407	Bemis Company, Inc.		35,456
	2,356	Owens-Illinois, Inc. (a)		65,992
	1,855	Pactiv Corp. (a)		40,254
	2,229	Sealed Air Corp.		41,125
				243,161

See Notes to Financial Statements
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Morgan Stanley Variable Investment Series - S&P 500 Index

Portfolio of Investments n June 30, 2009 (unaudited) continued

NUMBER OF SHARES			VALUE
		Contract Drilling (0.2%)
	969	Diamond Offshore Drilling, Inc.	$	80,475
	2,003	ENSCO International Inc.		69,845
	4,018	Nabors Industries, Ltd. (Bermuda) (a)		62,600
	1,596	Rowan Companies, Inc.		30,835
				243,755
		Data Processing Services (0.7%)
	1,378	Affiliated Computer Services, Inc. (Class A) (a)		61,211
	7,172	Automatic Data Processing, Inc.		254,176
	1,724	Convergys Corp. (a)		15,999
	2,683	Fidelity National Information Services, Inc.		53,553
	2,262	Fiserv, Inc. (a)		103,373
	4,534	Paychex, Inc.		114,257
	2,779	Total System Services, Inc.		37,211
	10,105	Western Union Co.		165,722
				805,502
		Department Stores (0.3%)
	4,303	Kohl's Corp. (a)		183,953
	5,939	Macy's Inc.		69,843
	3,137	Penney (J.C.) Co., Inc.		90,063
				343,859
		Discount Stores (2.1%)
	1,160	Big Lots, Inc. (a)		24,395
	6,096	Costco Wholesale Corp.		278,587
	1,973	Family Dollar Stores, Inc.		55,836
	786	Sears Holdings Corp. (a)		52,285
	10,630	Target Corp.		419,566
	30,735	Wal-Mart Stores, Inc.		1,488,803
				2,319,472
		Drugstore Chains (0.9%)
	20,281	CVS/Caremark Corp.		646,355
	13,978	Walgreen Co.		410,953
				1,057,308

NUMBER OF SHARES			VALUE
		Electric Utilities (3.7%)
	9,500	AES Corp. (The) (a)	$	110,295
	2,387	Allegheny Energy, Inc. (a)		61,227
	2,986	Ameren Corp.		74,322
	6,499	American Electric Power Co., Inc.		187,756
	4,860	CenterPoint Energy, Inc.		53,849
	3,194	CMS Energy Corp.		38,584
	3,864	Consolidated Edison, Inc.		144,591
	2,519	Constellation Energy Group		66,955
	8,209	Dominion Resources, Inc.		274,345
	2,302	DTE Energy Co.		73,664
	17,867	Duke Energy Corp.		260,680
	4,601	Edison International		144,747
	2,674	Entergy Corp.		207,288
	9,291	Exelon Corp.		475,792
	4,305	FirstEnergy Corp.		166,819
	5,772	FPL Group, Inc.		328,196
	1,079	Integrys Energy Group, Inc.		32,359
	2,199	Northeast Utilities		49,060
	3,053	Pepco Holdings, Inc.		41,032
	5,097	PG&E Corp.		195,929
	1,424	Pinnacle West Capital Corp.		42,934
	5,295	PPL Corp.		174,523
	3,715	Progress Energy, Inc.		140,538
	7,147	Public Service Enterprise Group Inc.		233,207
	1,658	SCANA Corp.		53,835
	10,938	Southern Co. (The)		340,828
	3,005	TECO Energy, Inc.		35,850
	1,651	Wisconsin Energy Corp.		67,212
	6,341	Xcel Energy, Inc.		116,738
				4,193,155
		Electrical Products (0.4%)
	2,447	Cooper Industries Ltd. (Class A) (Bermuda)		75,979
	10,135	Emerson Electric Co.		328,374
	1,989	Molex Inc.		30,929
				435,282

See Notes to Financial Statements
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Portfolio of Investments n June 30, 2009 (unaudited) continued

NUMBER OF SHARES			VALUE
		Electronic Components (0.5%)
	2,482	Amphenol Corporation (Class A)	$	78,530
	21,949	Corning Inc.		352,501
	2,975	Jabil Circuit, Inc.		22,075
	3,169	MEMC Electronic Materials, Inc. (a)		56,440
	3,192	SanDisk Corp. (a)		46,890
				556,436
		Electronic Equipment/ Instruments (0.2%)
	4,942	Agilent Technologies, Inc. (a)		100,372
	3,104	JDS Uniphase Corp. (a)		17,755
	12,223	Xerox Corp. (a)		79,205
				197,332
		Electronic Production Equipment (0.3%)
	18,946	Applied Materials, Inc.		207,838
	2,384	KLA-Tencor Corp.		60,196
	1,379	Novellus Systems, Inc. (a)		23,029
	2,391	Teradyne, Inc. (a)		16,402
				307,465
		Electronics/Appliance Stores (0.2%)
	4,770	Best Buy Co., Inc.		159,747
	1,766	RadioShack Corp.		24,653
				184,400
		Electronics/Appliances (0.1%)
	3,791	Eastman Kodak Co.		11,221
	827	Harman International Industries, Inc.		15,548
	1,038	Whirlpool Corp.		44,177
				70,946
		Engineering & Construction (0.2%)
	2,563	Fluor Corp.		131,456
	1,735	Jacobs Engineering Group, Inc. (a)		73,026
	2,726	Quanta Services, Inc. (a)		63,052
				267,534

NUMBER OF SHARES			VALUE
		Environmental Services (0.3%)
	4,533	Republic Services, Inc.	$	110,651
	6,927	Waste Management, Inc.		195,064
				305,715
		Finance/Rental/Leasing (0.4%)
	5,777	Capital One Financial Corp.		126,401
	4,032	CIT Group, Inc.		8,669
	6,777	Discover Financial Services		69,600
	1,022	Mastercard Inc. Class A (a)		170,991
	785	Ryder System, Inc.		21,917
	6,599	SLM Corp.		67,772
				465,350
		Financial Conglomerates (2.5%)
	16,379	American Express Co.		380,648
	76,953	Citigroup, Inc. (Note 4)		228,550
	54,346	JPMorgan Chase & Co.		1,853,742
	2,499	Leucadia National Corp. (a)		52,704
	3,721	Principal Financial Group, Inc.		70,104
	6,710	Prudential Financial, Inc.		249,746
				2,835,494
		Financial Publishing/ Services (0.3%)
	761	Dun & Bradstreet Corp. (a)		61,801
	1,784	Equifax, Inc.		46,562
	4,441	McGraw-Hill Companies, Inc. (The)		133,719
	2,743	Moody's Corp.		72,278
				314,360
		Food Distributors (0.2%)
	8,460	SYSCO Corp.		190,181
		Food Retail (0.4%)
	9,214	Kroger Co. (The)		203,169
	6,054	Safeway Inc.		123,320
	2,990	SUPERVALU, Inc.		38,721
	1,981	Whole Foods Market, Inc.		37,599
				402,809
		Food: Major Diversified (1.2%)
	2,905	Campbell Soup Co.		85,465
	6,313	ConAgra Foods Inc.		120,326
	4,718	General Mills, Inc.		264,302

See Notes to Financial Statements
101

Morgan Stanley Variable Investment Series - S&P 500 Index

Portfolio of Investments n June 30, 2009 (unaudited) continued

NUMBER OF SHARES			VALUE
	4,440	Heinz (H.J.) Co.	$	158,508
	3,557	Kellogg Co.		165,649
	20,258	Kraft Foods Inc. (Class A)		513,338
	9,982	Sara Lee Corp.		97,424
				1,405,012
		Food: Meat/Fish/Dairy (0.1%)
	2,174	Dean Foods Co. (a)		41,719
	980	Hormel Foods Corp.		33,849
	4,266	Tyson Foods, Inc. (Class A)		53,794
				129,362
		Food: Specialty/Candy (0.2%)
	2,342	Hershey Foods Co. (The)		84,312
	1,836	McCormick & Co., Inc. (Non-Voting)		59,725
	1,672	Smucker (J.M.) Co.		81,360
				225,397
		Forest Products (0.1%)
	2,984	Weyerhaeuser Co.		90,803
		Gas Distributors (0.5%)
	7,142	Dynegy, Inc. (Class A) (a)		16,212
	1,848	EQT Corporation		64,514
	638	Nicor Inc.		22,088
	3,873	NiSource, Inc.		45,159
	2,449	Questar Corp.		76,066
	3,440	Sempra Energy		170,727
	8,629	Spectra Energy Corp.		146,003
				540,769
		Home Building (0.1%)
	1,755	Centex Corp.		14,847
	3,890	D.R. Horton, Inc.		36,410
	1,063	KB Home		14,542
	1,995	Lennar Corp. (Class A)		19,332
	3,018	Pulte Homes, Inc.		26,649
				111,780
		Home Furnishings (0.1%)
	2,206	Leggett & Platt, Inc.		33,597
	3,914	Newell Rubbermaid, Inc.		40,745
				74,342

NUMBER OF SHARES			VALUE
		Home Improvement Chains (1.0%)
	1,825	Fastenal Co.	$	60,535
	23,942	Home Depot, Inc. (The)		565,749
	20,697	Lowe's Companies, Inc.		401,729
	1,387	Sherwin-Williams Co.		74,551
				1,102,564
		Hospital/Nursing Management (0.0%)
	5,862	Tenet Healthcare Corp. (a)		16,531
		Hotels/Resorts/ Cruiselines (0.3%)
	6,171	Carnival Corp (Panama) (Units) (b)		159,027
	4,156	Marriott International, Inc. (Class A)		91,729
	2,585	Starwood Hotels & Resorts Worldwide, Inc.		57,387
	2,504	Wyndham Worldwide Corp. (a)		30,348
				338,491
		Household/Personal Care (2.8%)
	6,020	Avon Products, Inc.		155,196
	1,959	Clorox Co. (The)		109,371
	6,878	Colgate-Palmolive Co.		486,550
	1,636	Estee Lauder Companies, Inc. (The) (Class A)		53,448
	5,843	Kimberly-Clark Corp.		306,348
	40,703	Procter & Gamble Co. (The)		2,079,923
				3,190,836
		Industrial Conglomerates (3.2%)
	9,785	3M Co.		588,079
	3,611	Danaher Corp.		222,943
	147,517	General Electric Co. (d)		1,728,899
	10,256	Honeywell International, Inc.		322,038
	3,405	Textron, Inc.		32,892
	13,296	United Technologies Corp.		690,860
				3,585,711

See Notes to Financial Statements
102

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NUMBER OF SHARES			VALUE
		Industrial Machinery (0.5%)
	2,329	Eaton Corp.	$	103,897
	798	Flowserve Corp. (a)		55,708
	5,558	Illinois Tool Works Inc.		207,536
	2,276	Parker Hannifin Corp.		97,777
	1,998	Rockwell Automation, Inc.		64,176
				529,094
		Industrial Specialties (0.2%)
	2,367	Ecolab Inc.		92,289
	2,319	PPG Industries, Inc.		101,804
				194,093
		Information Technology Services (2.0%)
	2,565	Citrix Systems, Inc. (a)		81,798
	4,112	Cognizant Technology Solutions Corp. (Class A) (a)		109,790
	2,139	Computer Sciences Corp. (a)		94,758
	18,299	International Business Machines Corp.		1,910,782
	2,485	Teradata Corp.		58,224
				2,255,352
		Insurance Brokers/ Services (0.3%)
	3,810	AON Corp.		144,285
	7,259	Marsh & McLennan Companies, Inc.		146,124
				290,409
		Integrated Oil (7.2%)
	28,008	Chevron Corp.		1,855,530
	20,719	ConocoPhillips		871,441
	68,081	Exxon Mobil Corp.		4,759,543
	4,006	Hess Corp.		215,323
	9,963	Marathon Oil Corp.		300,185
	2,690	Murphy Oil Corp.		146,121
				8,148,143
		Internet Retail (0.4%)
	4,542	Amazon.com, Inc. (a)		379,984
	2,313	Gamestop Corp (Class A) (a)		50,909
				430,893

NUMBER OF SHARES			VALUE
		Internet Software/ Services (1.6%)
	2,388	Akamai Technologies, Inc. (a)	$	45,802
	3,351	Google Inc. (Class A) (a)		1,412,748
	2,740	VeriSign, Inc. (a)		50,635
	19,596	Yahoo! Inc. (a)		306,873
				1,816,058
		Investment Banks/ Brokers (2.1%)
	3,059	Ameriprise Financial, Inc.		74,242
	946	CME Group Inc.		294,310
	7,947	E*TRADE Group, Inc. (a)		10,172
	6,912	Goldman Sachs Group, Inc. (The)		1,019,105
	1,020	IntercontinentalExchange Inc.		116,525
	18,298	Morgan Stanley (Note 4)		521,676
	1,922	Nasdaq Stock Market Inc. (a)		40,958
	3,742	NYSE Euronext		101,970
	13,213	Schwab (Charles) Corp. (The)		231,756
				2,410,714
		Investment Managers (0.7%)
	1,251	Federated Investors, Inc. (Class B)		30,137
	2,136	Franklin Resources, Inc.		153,813
	5,436	Invesco Ltd.		96,870
	2,229	Janus Capital Group, Inc.		25,411
	2,004	Legg Mason, Inc.		48,858
	3,649	Price (T.) Rowe Group, Inc.		152,054
	6,636	State Street Corp.		313,219
				820,362
		Life/Health Insurance (0.7%)
	6,582	AFLAC, Inc.		204,634
	6,116	Genworth Financial Inc. (Class A)		42,751
	3,613	Lincoln National Corp.		62,180
	11,080	MetLife, Inc. (Note 4)		332,511
	1,201	Torchmark Corp.		44,485
	4,676	UnumProvident Corp.		74,161
				760,722

See Notes to Financial Statements
103

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Portfolio of Investments n June 30, 2009 (unaudited) continued

NUMBER OF SHARES			VALUE
		Major Banks (4.2%)
	112,172	Bank of America Corp.	$	1,480,668
	16,205	Bank of New York Mellon Corp.		474,969
	9,473	BB&T Corp.		208,217
	2,125	Comerica, Inc.		44,944
	5,169	Huntington Bancshares, Inc.		21,606
	7,927	KeyCorp		41,537
	6,670	PNC Financial Services Group		258,864
	18,688	Regions Financial Corp.		75,500
	7,163	SunTrust Banks, Inc.		117,831
	26,974	U.S. Bancorp		483,374
	64,046	Wells Fargo & Co.		1,553,749
				4,761,259
		Major Telecommunications (3.0%)
	81,266	AT&T Inc.		2,018,647
	40,341	Sprint Nextel Corp.		194,040
	39,639	Verizon Communications, Inc.		1,218,106
				3,430,793
		Managed Health Care (1.0%)
	6,511	Aetna, Inc.		163,101
	3,881	CIGNA Corp.		93,493
	2,104	Coventry Health Care, Inc. (a)		39,366
	2,382	Humana, Inc. (a)		76,843
	16,132	UnitedHealth Group Inc.		402,977
	6,735	WellPoint Inc. (a)		342,744
				1,118,524
		Media Conglomerates (1.4%)
	9,601	CBS Corp. (Class B)		66,439
	26,138	Disney (Walt) Co. (The)		609,800
	32,477	News Corp. (Class A)		295,865
	16,886	Time Warmer Inc.		425,358
	8,664	Viacom Inc. (Class B) (a)		196,673
				1,594,135
		Medical Distributors (0.4%)
	4,412	AmerisourceBergen Corp.		78,269
	5,078	Cardinal Health, Inc.		155,133

NUMBER OF SHARES			VALUE
	3,896	McKesson Corp.	$	171,424
	1,288	Patterson Companies, Inc. (a)		27,950
				432,776
		Medical Specialties (2.4%)
	1,401	Bard (C.R.), Inc.		104,304
	8,131	Baxter International, Inc.		430,618
	3,433	Becton, Dickinson & Co.		244,807
	21,203	Boston Scientific Corp. (a)		214,998
	2,103	DENTSPLY International, Inc.		64,184
	2,254	Hospira, Inc. (a)		86,824
	552	Intuitive Surgical, Inc. (a)		90,340
	15,790	Medtronic, Inc.		550,913
	1,667	Pall Corp.		44,276
	1,668	PerkinElmer, Inc.		29,023
	4,860	St. Jude Medical, Inc. (a)		199,746
	3,421	Stryker Corp.		135,951
	5,934	Thermo Fisher Scientific, Inc. (a)		241,929
	1,755	Varian Medical Systems, Inc. (a)		61,671
	1,388	Waters Corp. (a)		71,440
	3,171	Zimmer Holdings, Inc. (a)		135,085
				2,706,109
		Medical/Nursing Services (0.1%)
	1,466	DaVita, Inc. (a)		72,508
		Miscellaneous Commercial Services (0.1%)
	1,855	Cintas Corp.		42,368
	2,538	Iron Mountain Inc. (a)		72,968
				115,336
		Miscellaneous Manufacturing (0.1%)
	2,626	Dover Corp.		86,894
		Motor Vehicles (0.3%)
	46,211	Ford Motor Co. (a)		280,501
	3,288	Harley-Davidson, Inc.		53,298
				333,799

See Notes to Financial Statements
104

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Portfolio of Investments n June 30, 2009 (unaudited) continued

NUMBER OF SHARES			VALUE
		Multi-Line Insurance (0.1%)
	37,969	American International Group, Inc.	$	44,044
	4,255	Hartford Financial Services Group, Inc. (The)		50,507
				94,551
		Office Equipment/ Supplies (0.1%)
	1,501	Avery Dennison Corp.		38,546
	2,911	Pitney Bowes, Inc.		63,838
				102,384
		Oil & Gas Pipelines (0.2%)
	9,902	El Paso Corp.		91,395
	8,171	Williams Companies, Inc. (The)		127,549
				218,944
		Oil & Gas Production (2.7%)
	7,175	Anadarko Petroleum Corp.		325,673
	4,726	Apache Corp.		340,981
	1,459	Cabot Oil & Gas Corp.		44,704
	7,637	Chesapeake Energy Corp.		151,442
	3,950	Denbury Resources Inc. (a)		58,184
	6,239	Devon Energy Corp.		340,026
	3,524	EOG Resources, Inc.		239,350
	2,439	Noble Energy, Inc.		143,828
	11,373	Occidental Petroleum Corp.		748,457
	1,662	Pioneer Natural Resources Co. (a)		42,381
	2,194	Range Resources Corp.		90,854
	4,848	Southwestern Energy Co. (a)		188,345
	7,855	XTO Energy Inc.		299,590
				3,013,815
		Oil Refining/Marketing (0.2%)
	1,650	Sunoco, Inc.		38,280
	1,955	Tesoro Corp.		24,887
	7,287	Valero Energy Corp.		123,077
				186,244

NUMBER OF SHARES			VALUE
		Oilfield Services/ Equipment (1.6%)
��	4,343	Baker Hughes Inc.	$	158,259
	4,122	BJ Services Co.		56,183
	3,100	Cameron International Corp. (a)		87,730
	2,017	FMC Technologies, Inc. (a)		75,799
	12,621	Halliburton Co.		261,255
	5,893	National-Oilwell Varco, Inc. (a)		192,465
	16,389	Schlumberger Ltd. (Netherlands Antilles)		886,809
	3,090	Smith International, Inc.		79,568
				1,798,068
		Other Consumer Services (0.5%)
	1,504	Apollo Group, Inc. (Class A) (a)		106,964
	4,786	Block (H&R), Inc.		82,463
	851	DeVry, Inc.		42,584
	15,147	eBay Inc. (a)		259,468
	2,958	Expedia, Inc. (a)		44,695
				536,174
		Other Consumer Specialties (0.1%)
	2,117	Fortune Brands, Inc.		73,545
		Other Metals/Minerals (0.0%)
	1,202	Titanium Metals Corp.		11,046
		Packaged Software (4.1%)
	7,498	Adobe Systems, Inc. (a)		212,193
	3,195	Autodesk, Inc. (a)		60,641
	2,648	BMC Software, Inc. (a)		89,476
	5,562	CA Inc.		96,946
	3,481	Compuware Corp. (a)		23,880
	4,520	Intuit Inc. (a)		127,283
	2,157	McAfee Inc. (a)		91,004
	107,055	Microsoft Corp.		2,544,697
	4,875	Novell, Inc. (a)		22,084
	53,299	Oracle Corp. (a)		1,141,665

See Notes to Financial Statements
105

Morgan Stanley Variable Investment Series - S&P 500 Index

Portfolio of Investments n June 30, 2009 (unaudited) continued

NUMBER OF SHARES			VALUE
	1,482	Salesforce.com Inc. (a)	$	56,568
	11,805	Symantec Corp. (a)		183,686
				4,650,123
		Personnel Services (0.1%)
	1,740	Monster Worldwide Inc. (a)		20,549
	2,191	Robert Half International, Inc.		51,751
				72,300
		Pharmaceuticals: Generic Drugs (0.1%)
	4,303	Mylan Laboratories, Inc.		56,154
	1,477	Watson Pharmaceuticals, Inc. (a)		49,760
				105,914
		Pharmaceuticals: Major (7.0%)
	21,170	Abbott Laboratories		995,837
	27,344	Bristol-Myers Squibb Co.		555,357
	37,998	Johnson & Johnson		2,158,286
	14,128	Eli Lilly & Co.		489,394
	29,796	Merck & Co., Inc.		833,096
	94,188	Pfizer, Inc.		1,412,820
	22,955	Schering-Plough Corp.		576,630
	18,757	Wyeth		851,380
				7,872,800
		Pharmaceuticals: Other (0.3%)
	4,342	Allergan, Inc.		206,592
	4,256	Forest Laboratories, Inc. (a)		106,868
	3,480	King Pharmaceuticals, Inc. (a)		33,512
				346,972
		Precious Metals (0.5%)
	5,526	Freeport-McMoRan Copper & Gold, Inc.		276,908
	6,658	Newmont Mining Corp.		272,112
				549,020
		Property - Casualty Insurers (1.0%)
	7,568	Allstate Corp. (The) (Note 4)		184,659
	5,023	Chubb Corp. (The)		200,317
	2,293	Cincinnati Financial Corp.		51,249

NUMBER OF SHARES			VALUE
	5,111	Loews Corp.	$	140,041
	9,541	Progressive Corp. (The)		144,165
	8,254	St. Paul Travelers Companies, Inc. (The)		338,744
	4,671	XL Capital Ltd. (Class A) (Cayman Islands)		53,530
				1,112,705
		Publishing: Books/ Magazines (0.0%)
	510	Meredith Corp.		13,031
		Publishing: Newspapers (0.0%)
	3,221	Gannett Co., Inc.		11,499
	1,645	New York Times Co. (The) (Class A)		9,064
	85	Washington Post Co. (The) (Class B)		29,935
				50,498
		Pulp & Paper (0.1%)
	6,037	International Paper Co.		91,340
	2,412	MeadWestvaco Corp.		39,581
				130,921
		Railroads (0.9%)
	3,964	Burlington Northern Santa Fe Corp.		291,513
	5,570	CSX Corp.		192,889
	5,229	Norfolk Southern Corp.		196,976
	7,151	Union Pacific Corp.		372,281
				1,053,659
		Real Estate Development (0.0%)
	3,149	CB Richard Ellis Group, Inc. (Class A) (a)		29,475
		Real Estate Investment Trusts (0.9%)
	1,642	Apartment Investment & Management Co. (Class A)		14,532
	1,123	AvalonBay Communities, Inc.		62,821
	1,706	Boston Properties, Inc.		81,376
	3,841	Equity Residential		85,385
	3,568	HCP Inc.		75,606

See Notes to Financial Statements
106

Morgan Stanley Variable Investment Series - S&P 500 Index

Portfolio of Investments n June 30, 2009 (unaudited) continued

NUMBER OF SHARES			VALUE
	1,403	Health Care REIT, Inc.	$	47,842
	7,379	Host Hotels & Resorts Inc.		61,910
	5,595	Kimco Realty Corp.		56,230
	2,355	Plum Creek Timber Co., Inc.		70,132
	6,873	ProLogis		55,396
	1,770	Public Storage, Inc.		115,900
	3,648	Simon Property Group, Inc.		187,617
	2,081	Ventas, Inc.		62,139
	1,993	Vornado Realty Trust		89,745
				1,066,631
		Recreational Products (0.2%)
	4,531	Electronic Arts Inc. (a)		98,413
	1,749	Hasbro, Inc.		42,396
	5,061	Mattel, Inc.		81,229
				222,038
		Regional Banks (0.3%)
	11,571	Fifth Third Bancorp		82,154
	3,022	First Horizon National Corp.		36,263
	1,090	M&T Bank Corp.		55,514
	3,676	Marshall & Ilsley Corp.		17,645
	3,149	Northern Trust Corp.		169,038
	1,629	Zions Bancorporation		18,831
				379,445
		Restaurants (1.1%)
	1,959	Darden Restaurants, Inc.		64,608
	15,073	McDonald's Corp.		866,547
	10,386	Starbucks Corp. (a)		144,262
	6,532	Yum! Brands, Inc.		217,777
				1,293,194
		Savings Banks (0.2%)
	7,361	Hudson City Bancorp, Inc.		97,828
	4,911	People's United Financial Inc.		73,861
				171,689
		Semiconductors (2.2%)
	8,592	Advanced Micro Devices, Inc. (a)		33,251
	4,199	Altera Corp.		68,360
	4,112	Analog Devices, Inc.		101,895
	6,272	Broadcom Corp. (Class A) (a)		155,483

NUMBER OF SHARES			VALUE
	77,604	Intel Corp.	$	1,284,346
	3,131	Linear Technology Corp.		73,109
	9,109	LSI Logic Corp. (a)		41,537
	2,568	Microchip Technology Inc.		57,908
	10,785	Micron Technology, Inc. (a)		54,572
	2,755	National Semiconductor Corp.		34,575
	7,584	NVIDIA Corp. (a)		85,623
	18,176	Texas Instruments Inc.		387,149
	3,868	Xilinx, Inc.		79,139
				2,456,947
		Services to the Health Industry (0.8%)
	3,596	Express Scripts, Inc. (a)		247,225
	2,568	IMS Health Inc.		32,614
	1,525	Laboratory Corp. of America Holdings (a)		103,380
	6,654	Medco Health Solutions Inc. (a)		303,489
	2,237	Quest Diagnostics Inc.		126,234
	1,208	Stericycle, Inc. (a)		62,248
				875,190
		Specialty Insurance (0.0%)
	1,661	Assurant, Inc.		40,013
	2,660	MBIA Inc.		11,518
				51,531
		Specialty Stores (0.5%)
	1,523	AutoNation, Inc. (a)		26,424
	540	AutoZone, Inc. (a)		81,599
	3,667	Bed Bath & Beyond Inc. (a)		112,760
	3,882	Office Depot, Inc. (a)		17,702
	1,853	O'Reilly Automotive, Inc. (a)		70,562
	10,074	Staples, Inc.		203,193
	1,738	Tiffany & Co.		44,076
				556,316
		Specialty Telecommunications (0.3%)
	5,602	American Tower Corp. (Class A) (a)		176,631
	1,414	CenturyTel, Inc.		43,410

See Notes to Financial Statements
107

Morgan Stanley Variable Investment Series - S&P 500 Index

Portfolio of Investments n June 30, 2009 (unaudited) continued

NUMBER OF SHARES			VALUE
	4,396	Frontier Communications Corp.	$	31,387
	20,687	Qwest Communications International, Inc. (a)		85,851
	6,205	Windstream Corp.		51,874
				389,153
		Steel (0.3%)
	1,582	AK Steel Holding Corp. (a)		30,359
	1,360	Allegheny Technologies, Inc.		47,505
	4,433	Nucor Corp.		196,958
	1,679	United States Steel Corp.		60,007
				334,829
		Telecommunication Equipment (1.2%)
	1,275	Ciena Corp. (a)		13,196
	1,901	Harris Corp.		53,912
	32,003	Motorola, Inc.		212,180
	22,913	QUALCOMM, Inc.		1,035,668
	5,620	Tellabs, Inc. (a)		32,203
				1,347,159
		Tobacco (1.7%)
	29,095	Altria Group, Inc.		476,867
	2,373	Lorillard Inc.		160,818
	27,559	Philip Morris International		1,202,124
	2,387	Reynolds American, Inc		92,186
				1,931,995
		Tools/Hardware (0.1%)
	849	Black & Decker Corp.		24,332
	811	Snap-On, Inc.		23,308
	1,113	Stanley Works (The)		37,664
				85,304
		Trucks/Construction/Farm Machinery (0.7%)
	8,518	Caterpillar Inc.		281,435
	2,844	Cummins Inc.		100,137
	6,030	Deere & Co.		240,899
	1,841	Manitowoc Co., Inc.		9,684
	5,121	PACCAR, Inc.		166,484
				798,639

NUMBER OF SHARES					VALUE
		Wholesale Distributors (0.1%)
	2,251		Genuine Parts Co.		$	75,544
	913		Grainger (W.W.), Inc.			74,756
						150,300
		Wireless Telecommunications (0.1%)
	4,841		MetroPCS Communications Inc. (a)			64,434
			Total Common Stocks (Cost $108,501,605)			112,351,965
NUMBER OF SHARES (000)
		Short-Term Investment (f) (0.2%) Investment Company
	254		Morgan Stanley Institutional Liquidity Funds - Money Market Portfolio - Institutional Class (Cost $253,667)			253,667
	Total Investments (Cost $108,755,272) (e)(g)		99.9	%		112,605,632
	Other Assets in Excess of Liabilities		0.1			84,086
	Net Assets		100.0	%	$	112,689,718

See Notes to Financial Statements
108

Morgan Stanley Variable Investment Series - S&P 500 Index

Portfolio of Investments n June 30, 2009 (unaudited) continued

(a) Non-income producing security.

(b) Consist of one or more class of securities traded as a unit: stocks with attached trust shares.

(c) A security with total market value equal to $0 has been valued at its 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 7.

(d) A portion of this security has been physically segregated in connection with open futures contracts.

(e) Securities have been designated as collateral in connection with open futures contracts.

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

(g) The aggregate cost for federal income tax purposes approximates the aggregate cost for book cost. The aggregate gross unrealized appreciation is $29,285,667 and the aggregate gross unrealized depreciation is $25,435,307 resulting in net unrealized appreciation of $3,850,360.

FUTURES CONTRACTS OPEN AT JUNE 30, 2009:

NUMBER OF
CONTRACTS

LONG/
SHORT

DESCRIPTION,
DELIVERY
MONTH, AND
YEAR

UNDERLYING
FACE AMOUNT
AT VALUE

UNREALIZED
APPRECIATION

Long

S&P 500 Index
E-MINI
September
2009

$503,525

$189

See Notes to Financial Statements
109

Morgan Stanley Variable Investment Series - S&P 500 Index

Summary of Investments n June 30, 2009 (unaudited)

SECTORS	VALUE		PERCENT OF TOTAL INVESTMENTS
Finance	$	15,250,337		13.5	%
Health Technology		13,275,038		11.8
Electronic Technology		12,750,392		11.3
Energy Minerals		11,572,145		10.3
Consumer Non-Durables		10,323,258		9.2
Technology Services		9,527,035		8.5
Retail Trade		6,812,265		6.0
Producer Manufacturing		5,768,920		5.1
Consumer Services		4,894,581		4.3
Utilities		4,733,924		4.2
Communications		3,884,380		3.4
Industrial Services		2,834,016		2.5
Process Industries		2,676,441		2.4

SECTORS	VALUE			PERCENT OF TOTAL INVESTMENTS
Transportation	$	2,271,130			2.0	%
Health Services		2,082,753			1.8
Non-Energy Minerals		1,203,754			1.1
Consumer Durables		1,010,117			0.9
Distribution Services		773,257			0.7
Commercial Services		708,222			0.6
Investment Company		253,667			0.2
	$	112,605,632	^{^}		100	%

^{^} Does not include open long futures contracts with an underlying face amount of $503,525 with an unrealized appreciation of $189.

See Notes to Financial Statements
110

Morgan Stanley Variable Investment Series - Aggressive Equity

Portfolio of Investments n June 30, 2009 (unaudited)

NUMBER OF SHARES			VALUE
		Common Stocks (98.2%)
		Air Freight/Couriers (2.8%)
	22,542	Expeditors International of Washington, Inc.	$	751,550
		Biotechnology (7.1%)
	25,762	Illumina, Inc. (a)		1,003,172
	14,141	Techne Corp.		902,337
				1,905,509
		Casino/Gaming (1.9%)
	14,779	Wynn Resorts, Ltd. (a)		521,699
		Chemicals: Agricultural (5.1%)
	18,370	Monsanto Co.		1,365,626
		Computer Processing Hardware (5.6%)
	10,624	Apple Inc. (a)		1,513,176
		Construction Materials (0.9%)
	27,083	Cemex SAB de C.V. (ADR) (Mexico) (a)		252,955
		Electric Utilities (0.1%)
	2,635	Brookfield Infrastructure LP (Bermuda)		32,490
		Electronic Production Equipment (3.1%)
	32,880	Tessera Technologies, Inc. (a)		831,535
		Finance/Rental/Leasing (6.7%)
	6,482	Mastercard Inc. Class A		1,084,503
	46,511	Redecard SA (Brazil)		712,085
				1,796,588
		Financial Conglomerates (5.8%)
	54,105	Brookfield Asset Management Inc. (Class A) (Canada)		923,572
	31,066	Leucadia National Corp. (a)		655,182
				1,578,754
		Financial Publishing/ Services (1.8%)
	12,060	Morningstar, Inc. (a)		497,234

NUMBER OF SHARES			VALUE
		Home Building (0.6%)
	10,447	Gafisa S.A. (ADR) (Brazil)	$	172,376
		Internet Retail (9.8%)
	21,834	Amazon.com, Inc. (a)		1,826,632
	17,963	Ctrip.com International Ltd. (ADR) (Cayman Islands)		831,687
				2,658,319
		Internet Software/ Services (15.1%)
	3,139	Baidu.com, Inc. (ADR) (Cayman Islands) (a)		945,122
	4,239	Google Inc. (Class A) (a)		1,787,120
	115,800	Tencent Holdings Ltd. (Cayman Islands) (b)		1,348,285
				4,080,527
		Investment Banks/ Brokers (9.0%)
	104,515	BM&F Bovespa SA (Brazil)		624,052
	1,913	CME Group Inc.		595,153
	16,691	Greenhill & Co., Inc.		1,205,257
				2,424,462
		Miscellaneous Commercial Services (3.0%)
	20,419	Costar Group, Inc. (a)		814,106
		Oil & Gas Production (8.6%)
	32,189	Southwestern Energy Co. (a)		1,250,543
	27,643	Ultra Petroleum Corp. (Canada) (a)		1,078,077
				2,328,620
		Packaged Software (2.4%)
	16,788	Salesforce.com Inc. (a)		640,797
		Services to the Health Industry (3.4%)
	24,688	Athenahealth, Inc. (a)		913,703
		Telecommunication Equipment (2.6%)
	9,750	Research In Motion Ltd. (Canada) (a)		692,738

See Notes to Financial Statements
111

Morgan Stanley Variable Investment Series - Aggressive Equity

Portfolio of Investments n June 30, 2009 (unaudited) continued

NUMBER OF SHARES					VALUE
		Wholesale Distributors (2.8%)
	282,000		Li & Fung Ltd. (Bermuda) (b)(c)		$	753,813
			Total Common Stocks (Cost $27,458,351)			26,526,577
NUMBER OF SHARES (000)
		Short-Term Investment (d) (1.9%) Investment Company
	506		Morgan Stanley Institutional Liquidity Funds - Money Market Portfolio - Institutional Class (Cost $506,335)			506,335
Total Investments (Cost $27,964,686) (e)			100.1	%		27,032,912
Liabilities in Excess of Other Assets			(0.1	)		(15,866	)
Net Assets			100.0	%	$	27,017,046

ADR American Depositary Receipt.

(a) Non-income producing security.

(b) Securities with market value equal to $2,102,098 have been valued at their 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 7.

(c) Security trades on a Hong Kong exchange.

(d) See note 4 to the financial statements regarding investments in Morgan Stanley Institutional Liquidity Funds - Money Market Portfolio - Institutional Class.

(e) The aggregate cost for federal income tax purposes approximates the aggregate cost for book purposes. The aggregate gross unrealized appreciation is $3,944,075 and the aggregate gross unrealized depreciation is $4,875,849, resulting in net unrealized depreciation of $931,774.

See Notes to Financial Statements
112

Morgan Stanley Variable Investment Series - Aggressive Equity

Summary of Investments by Industry Classification n June 30, 2009 (unaudited)

INDUSTRY	VALUE		PERCENT OF TOTAL INVESTMENTS
Internet Software/ Services	$	4,080,527		15.1	%
Internet Retail		2,658,319		9.8
Investment Banks/Brokers		2,424,462		9.0
Oil & Gas Production		2,328,620		8.6
Biotechnology		1,905,509		7.1
Finance/Rental/Leasing		1,796,588		6.7
Financial Conglomerates		1,578,754		5.8
Computer Processing Hardware		1,513,176		5.6
Chemicals: Agricultural		1,365,626		5.1
Services To The Health Industry		913,703		3.4
Electronic Production Equipment		831,535		3.1

INDUSTRY	VALUE		PERCENT OF TOTAL INVESTMENTS
Miscellaneous Commercial Services	$	814,106		3.0	%
Wholesale Distributors		753,813		2.8
Air Freight/Couriers		751,550		2.8
Telecommunication Equipment		692,738		2.6
Packaged Software		640,797		2.4
Casino/Gaming		521,699		1.9
Investment Company		506,335		1.8
Financial Publishing/ Services		497,234		1.8
Construction Materials		252,955		0.9
Home Building		172,376		0.6
Electric Utilities		32,490		0.1
	$	27,032,912		100.0	%

See Notes to Financial Statements
113

Morgan Stanley Variable Investment Series - Strategist

Portfolio of Investments n June 30, 2009 (unaudited)

NUMBER OF SHARES			VALUE
		Common Stocks (62.5%)
		Advertising/Marketing Services (0.6%)
	34,400	Omnicom Group, Inc.	$	1,086,352
		Aerospace & Defense (1.9%)
	38,135	Northrop Grumman Corp.		1,742,007
	41,255	Raytheon Co.		1,832,960
				3,574,967
		Airlines (0.3%)
	54,280	Continental Airlines, Inc. (Class B) (a)		480,921
		Biotechnology (2.4%)
	24,150	Celgene Corp. (a)		1,155,336
	33,870	Gilead Sciences, Inc. (a)		1,586,471
	49,595	Vertex Pharmaceuticals Inc. (a)		1,767,566
				4,509,373
		Computer Communications (0.8%)
	84,855	Cisco Systems, Inc. (a)		1,581,697
		Computer Peripherals (1.0%)
	135,970	EMC Corp. (a)		1,781,207
		Computer Processing Hardware (1.9%)
	24,330	Apple Inc. (a)		3,465,322
		Contract Drilling (0.6%)
	12,750	Diamond Offshore Drilling, Inc.		1,058,887
		Department Stores (0.4%)
	19,240	Kohl's Corp. (a)		822,510
		Discount Stores (0.5%)
	21,170	Costco Wholesale Corp.		967,469
		Electric Utilities (1.1%)
	69,635	American Electric Power Co., Inc.		2,011,755
		Electrical Products (0.5%)
	29,630	Emerson Electric Co.		960,012
		Electronic Components (1.4%)
	159,320	Corning Inc.		2,558,679
		Electronic Production Equipment (0.7%)
	66,410	Applied Materials, Inc.		728,518
	24,895	KLA-Tencor Corp.		628,599
				1,357,117
		Electronics/Appliances (0.8%)
	60,720	Sony Corp. (ADR) (Japan)		1,570,219

See Notes to Financial Statements
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Portfolio of Investments n June 30, 2009 (unaudited) continued

NUMBER OF SHARES			VALUE
		Finance/Rental/Leasing (0.6%)
	17,360	VISA Inc. (Class A)	$	1,080,834
		Financial Conglomerates (0.9%)
	226,810	Citigroup, Inc. (Note 4)		673,626
	28,860	JPMorgan Chase & Co.		984,415
				1,658,041
		Food: Major Diversified (1.6%)
	32,220	Kellogg Co.		1,500,485
	60,340	Kraft Foods Inc. (Class A)		1,529,016
				3,029,501
		Home Building (0.9%)
	99,510	Gafisa S.A. (ADR) (Brazil)		1,641,915
		Home Improvement Chains (0.6%)
	58,815	Lowe's Companies, Inc.		1,141,599
		Household/Personal Care (0.5%)
	12,740	Colgate-Palmolive Co.		901,228
		Information Technology Services (1.6%)
	28,218	International Business Machines Corp.		2,946,524
		Integrated Oil (1.7%)
	23,260	Exxon Mobil Corp.		1,626,107
	30,325	Hess Corp.		1,629,969
				3,256,076
		Internet Software/Services (0.7%)
	3,295	Google Inc. (Class A) (a)		1,389,139
		Investment Banks/Brokers (1.4%)
	31,090	Lazard Ltd. (Class A) (Bermuda)		836,943
	96,606	Charles Schwab Corp. (The)		1,694,469
				2,531,412
		Investment Managers (0.5%)
	41,895	AllianceBerstein Holding LP		841,671
		Major Banks (0.8%)
	117,465	Bank of America Corp.		1,550,538
		Major Telecommunications (1.6%)
	124,035	AT&T Inc.		3,081,029
		Medical Specialties (2.9%)
	11,290	Bard (C.R.), Inc.		840,540
	22,660	Covidien Ltd.		848,390
	40,860	St. Jude Medical, Inc. (a)		1,679,346

See Notes to Financial Statements
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Morgan Stanley Variable Investment Series - Strategist

Portfolio of Investments n June 30, 2009 (unaudited) continued

NUMBER OF SHARES			VALUE
	33,960	Thermo Fisher Scientific, Inc. (a)	$	1,384,549
	15,515	Zimmer Holdings, Inc. (a)		660,939
				5,413,764
		Miscellaneous Commercial Services (1.1%)
	130,815	E-House China Holdings Ltd (ADR) (China)		2,019,784
		Motor Vehicles (0.6%)
	41,110	Honda Motor Co., Ltd. (ADR) (Japan)		1,125,181
		Oilfield Services/Equipment (1.8%)
	45,285	Halliburton Co.		937,399
	30,705	Smith International, Inc.		790,654
	84,925	Weatherford International Ltd. (Switzerland)		1,661,133
				3,389,186
		Other Consumer Services (0.5%)
	50,930	eBay Inc. (a)		872,431
		Packaged Software (5.1%)
	121,270	Microsoft Corp. (a)		2,882,588
	179,520	Oracle Corp. (a)		3,845,318
	91,505	Sybase, Inc. (a)		2,867,767
				9,595,673
		Pharmaceuticals: Major (1.2%)
	38,100	Johnson & Johnson		2,164,080
		Precious Metals (8.9%)
	141,540	Barrick Gold Corp. (Canada)		4,748,667
	42,170	Freeport-McMoRan Copper & Gold, Inc.		2,113,139
	166,575	Goldcorp Inc. (Canada)		5,788,481
	216,890	Kinross Gold Corp. (Canada)		3,936,553
				16,586,840
		Property - Casualty Insurers (0.3%)
	12,610	Chubb Corp. (The)		502,887
		Recreational Products (1.4%)
	214,500	Activision Blizzard Inc.		2,709,135
		Restaurants (1.3%)
	43,110	McDonald's Corp.		2,478,394
		Semiconductors (2.0%)
	111,910	Intel Corp.		1,852,110
	191,441	Taiwan Semiconductor Manufacturing Co., Ltd. (ADR) (Taiwan)		1,801,457
				3,653,567

See Notes to Financial Statements
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Morgan Stanley Variable Investment Series - Strategist

Portfolio of Investments n June 30, 2009 (unaudited) continued

NUMBER OF SHARES			VALUE
		Specialty Stores (0.3%)
	25,560	Staples, Inc.	$	515,545
		Specialty Telecommunications (1.6%)
	339,710	Qwest Communications International, Inc. (a)		1,409,796
	180,329	Windstream Corp.		1,507,550
				2,917,346
		Steel (1.1%)
	42,525	AK Steel Holding Corp. (a)		816,055
	34,250	United States Steel Corp.		1,224,095
				2,040,150
		Telecommunication Equipment (0.6%)
	73,430	Nokia Corp. (ADR) (Finland)		1,070,609
		Tobacco (1.7%)
	69,050	Altria Group, Inc.		1,131,730
	46,075	Philip Morris International		2,009,791
				3,141,521
		Trucks/Construction/Farm Machinery (0.3%)
	17,725	PACCAR, Inc.		576,240
		Water Utilities (0.6%)
	62,050	American Water Works Co. Inc.		1,185,775
		Wireless Telecommunications (0.9%)
	121,815	Metropcs Communications Inc. (a)		1,621,358
		Total Common Stocks (Cost $103,499,443)		116,415,460

PRINCIPAL AMOUNT IN THOUSANDS			COUPON RATE			MATURITY DATE
		Corporate Bonds (8.6%)
		Accident & Health Insurance (0.0%)
$	65	Travelers Co. Inc. (The)		5.80	%	05/15/18	66,928
	15	Travelers Co. Inc. (The)		5.90		06/02/19	15,482
							82,410
		Advertising/Marketing Services (0.1%)
	100	WPP Finance (United Kingdom)		8.00		09/15/14	101,659
		Aerospace & Defense (0.1%)
	40	Boeing Co. (The)		6.00		03/15/19	43,698
	88	Systems 2001 Asset Trust - 144A (Cayman Islands) (b)		6.664		09/15/13	88,298
							131,996

See Notes to Financial Statements
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Portfolio of Investments n June 30, 2009 (unaudited) continued

PRINCIPAL AMOUNT IN THOUSANDS			COUPON RATE			MATURITY DATE	VALUE
		Agricultural Commodities/Milling (0.0%)
$	55	Archer Daniels		5.45	%	03/15/18	$	57,932
	25	Bunge Limited Finance Corp.		8.50		06/15/19		26,185
								84,117
		Airlines (0.1%)
	152	America West Airlines, LLC (Series 2001-1G)		7.10		04/02/21		117,377
		Banking (0.1%)
	40	Capital One Financial Corp.		7.375		05/23/14		41,289
	80	KFW		4.875		06/17/19		83,059
								124,348
		Beverages: Alcoholic (0.1%)
	25	Constellation Brands Inc.		7.25		09/01/16		23,250
	50	Diageo Capital PLC (United Kingdom)		5.75		10/23/17		52,249
	40	Diageo Capital PLC (United Kingdom)		7.375		01/15/14		45,302
	95	FBG Finance Ltd. - 144A (Australia) (b)		5.125		06/15/15		89,105
								209,906
		Beverages: Non-Alcoholic (0.0%)
	55	Coca-Cola Co.		4.875		03/15/19		56,623
		Biotechnology (0.1%)
	45	Amgen Inc.		5.70		02/01/19		47,563
	90	Amgen Inc.		5.85		06/01/17		95,651
	60	Biogen Idec Inc.		6.875		03/01/18		60,890
								204,104
		Brewery (0.0%)
	25	Anheuser-Busch Inbev Worldwide Inc 144 (b)		5.375		11/15/14		25,252
	50	Anheuser-Busch Inbev Worldwide Inc 144 (b)		7.20		01/15/14		53,808
								79,060
		Broadcasting (0.0%)
	90	Grupo Televisa SA		6.00		05/15/18		85,303
		Cable/Satellite TV (0.1%)
	165	Comcast Corp.		5.70		05/15/18		166,173
	30	Comcast Corp.		6.50		01/15/15		31,857
	45	CSC Holdings, Inc.		7.625		07/15/18		41,906
								239,936
		Cellular Telephone (0.0%)
	40	U.S. West Communications, Inc.		6.875		09/15/33		29,400

See Notes to Financial Statements
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Morgan Stanley Variable Investment Series - Strategist

Portfolio of Investments n June 30, 2009 (unaudited) continued

PRINCIPAL AMOUNT IN THOUSANDS			COUPON RATE			MATURITY DATE	VALUE
		Chemicals: Agricultural (0.0%)
$	25	Monsanto Co.		5.125	%	04/15/18	$	25,946
	35	Potash Corp. of Saskatchewan (Canada)		6.50		05/15/19		37,782
								63,728
		Chemicals: Major Diversified (0.0%)
	55	E.I. du Pont de Nemours & Co.		6.00		07/15/18		59,390
		Computer Communications (0.0%)
	60	Cisco Systems Inc.		4.95		02/15/19		60,111
	25	Cisco Systems Inc.		5.90		02/15/39		24,705
								84,816
		Computer Processing Hardware (0.0%)
	60	Hewlett-Packard Co.		4.75		06/02/14		62,705
	20	Hewlett-Packard Co.		5.50		03/01/18		21,060
								83,765
		Computer Software & Equipment (0.0%)
	25	Microsoft Corp.		4.20		06/01/19		24,473
		Construction Materials (0.0%)
	75	CRH America Inc.		6.00		09/30/16		66,839
		Data Processing Services (0.0%)
	40	Fiserv Inc.		6.80		11/20/17		40,517
		Discount Stores (0.1%)
	80	Wal-Mart Stores Inc.		4.125		02/01/19		78,012
	120	Wal-Mart Stores Inc.		4.25		04/15/13		124,791
								202,803
		Diversified Manufacturing (0.1%)
	200	Tyco Electronics Group SA (Luxembourg)		5.95		01/15/14		186,955
		Drugstore Chains (0.1%)
	155	CVS Lease Pass-Through Trust - 144A (b)		6.036		12/10/28		133,028
	60	Walgreen Co.		5.25		01/15/19		62,533
								195,561
		Education (0.0%)
	65	Duke University		5.15		04/01/19		67,183
		Electric Utilities (0.6%)
	50	Alabama Power		5.80		11/15/13		54,224
	55	CenterPoint Energy Resources, Corp.		6.25		02/01/37		41,497
	25	CenterPoint Energy Resources, Corp. (Series B)		7.875		04/01/13		26,688
	55	Detroit Edison Co. (The)		6.125		10/01/10		57,002
	105	E. ON International Finance BV - 144A (b) (Netherlands)		5.80		04/30/18		109,432

See Notes to Financial Statements
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Portfolio of Investments n June 30, 2009 (unaudited) continued

PRINCIPAL AMOUNT IN THOUSANDS			COUPON RATE			MATURITY DATE	VALUE
$	85	Electricite de France 144A (b) (France)		6.50	%	01/26/19	$	93,262
	45	FPL Group Capital Inc.		6.00		03/01/19		48,423
	75	Ohio Edison Co.		6.40		07/15/16		76,715
	50	Ohio Power Company (Series K)		6.00		06/01/16		50,997
	30	PACIFICORP		5.50		01/15/19		31,788
	55	Peco Energy Co.		5.35		03/01/18		56,350
	55	PPL Energy Supply Co.		6.30		07/15/13		57,714
	35	Progress Energy Note		5.30		01/15/19		36,608
	35	Progress Energy Inc.		7.05		03/15/19		38,902
	55	Public Service Co. of Colorado		6.50		08/01/38		62,599
	50	Public Service Electric & Gas Co. (Series B)		5.00		01/01/13		51,722
	55	Texas Eastern Transmission		7.00		07/15/32		58,022
	45	Union Electric Co.		6.70		02/01/19		47,112
	95	Virginia Electric & Power Co.		8.875		11/15/38		127,724
								1,126,781
		Electrical Products (0.1%)
	90	Cooper Industries, Inc.		5.25		11/15/12		96,193
	40	Emerson Electric Co.		4.875		10/15/19		40,093
	15	Emerson Electric Co.		5.00		04/15/19		15,120
								151,406
		Electronic Components (0.0%)
	75	Koninklijke (Royal) Phillips Electronics N.V. (Netherlands)		5.75		03/11/18		75,727
		Electronic Equipment/Instruments (0.0%)
	65	Xerox Corp.		6.35		05/15/18		58,107
		Electronic Production Equipment (0.0%)
	50	KLA Tencor Corp.		6.90		05/01/18		45,025
		Electronics/Appliances (0.1%)
	80	LG Electronics Inc. - 144A (South Korea) (b)		5.00		06/17/10		79,553
		Finance (0.1%)
	100	Pearson Dollar Finance Two PLC - 144A (b) (United Kingdom)		6.25		05/06/18		96,086
		Finance/Rental/Leasing (0.1%)
	110	Nationwide Building Society - 144A (United Kingdom) (b)		4.25		02/01/10		109,726
	75	SLM Corp.		8.45		06/15/18		64,256
								173,982

See Notes to Financial Statements
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Morgan Stanley Variable Investment Series - Strategist

Portfolio of Investments n June 30, 2009 (unaudited) continued

PRINCIPAL AMOUNT IN THOUSANDS			COUPON RATE			MATURITY DATE	VALUE
		Financial Conglomerates (1.0%)
$	110	American Express Credit Corp.		7.30	%	08/20/13	$	114,469
	35	Brookfield Asset Management Inc. (Canada)		5.80		04/25/17		29,008
	110	Citigroup Inc. (Note 4)		5.875		05/29/37		86,207
	185	Citigroup Inc. (Note 4)		6.125		11/21/17		162,456
	70	Citigroup Inc. (Note 4)		6.125		05/15/18		61,327
	215	General Electric Capital Corp.		5.625		05/01/18		203,689
	800	JPMorgan Chase & Co.		2.125		12/26/12		796,616
	65	JPMorgan Chase & Co.		4.75		05/01/13		65,882
	215	JPMorgan Chase & Co.		6.00		01/15/18		213,935
	50	Principal Financial Group Inc.		8.875		05/15/19		52,577
	40	Prudential Financial, Inc.		6.625		12/01/37		34,758
	20	Prudential Financial, Inc. (Series D)		7.375		06/15/19		19,671
								1,840,595
		Food Retail (0.1%)
	15	Delhaize America, Inc.		9.00		04/15/31		18,257
	50	Delhaize America, Inc.		5.875		02/01/14		51,386
	40	Kroger Co. (The)		5.00		04/15/13		40,955
	10	Kroger Co. (The)		6.40		08/15/17		10,619
								121,217
		Food: Major Diversified (0.2%)
	30	ConAgra Foods, Inc.		7.00		10/01/28		29,886
	55	ConAgra Foods, Inc.		8.25		09/15/30		61,510
	55	General Mills Inc.		5.25		08/15/13		58,144
	50	General Mills Inc.		5.65		02/15/19		52,355
	60	Kraft Foods Inc.		6.125		02/01/18		62,139
	85	Kraft Foods Inc.		6.125		08/23/18		88,180
	10	Kraft Foods Inc.		7.00		08/11/37		10,594
								362,808
		Foods & Beverages (0.1%)
	65	Dr. Pepper Snapple Group Inc. - 144A (b)		6.82		05/01/18		68,853
		Gas Distributors (0.2%)
	75	NiSource Finance Corp.		6.80		01/15/19		70,402
	130	NiSource Finance Corp.		1.231	(d)	11/23/09		128,980
	95	Questar Market Resources Inc.		6.80		04/01/18		89,655
								289,037
		Home Improvement Chains (0.1%)
	105	Home Depot Inc. (The)		5.40		03/01/16		104,958

See Notes to Financial Statements
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Portfolio of Investments n June 30, 2009 (unaudited) continued

PRINCIPAL AMOUNT IN THOUSANDS			COUPON RATE			MATURITY DATE	VALUE
		Household/Personal Care (0.0%)
$	20	Procter & Gamble Co. (The)		4.60	%	01/15/14	$	21,055
	35	Procter & Gamble Co. (The)		4.70		02/15/19		35,563
								56,618
		Industrial Conglomerates (0.2%)
	370	General Electric Co.		5.25		12/06/17		363,967
	70	Honeywell International Inc.		5.30		03/01/18		73,232
								437,199
		Industrial Machinery (0.0%)
	65	Parker-Hannifin Corp.		5.50		05/15/18		66,586
		Industrial Specialties (0.0%)
	35	Cox Communications Inc. - 144A (b)		8.375		03/01/39		39,139
		Information Technology Services (0.1%)
	100	IBM Corp.		7.625		10/15/18		119,734
		Insurance Brokers/Services (0.1%)
	140	Farmers Exchange Capital - 144A (b)		7.05		07/15/28		97,128
		Integrated Oil (0.1%)
	85	Chevron Corp.		4.95		03/03/19		87,998
	120	ConcoPhillips		5.20		05/15/18		121,393
	20	ConcoPhillips		5.75		02/01/19		21,059
								230,450
		International Banks (0.0%)
	65	UBS AG		5.875		12/20/17		60,630
		Investment Banks/Brokers (0.5%)
	130	Bear Stearns Co. Inc.		7.25		02/01/18		137,237
	60	Bear Stearns Co. Inc.		6.40		10/02/17		60,202
	80	Goldman Sachs Group Inc. (The)		6.75		10/01/37		71,328
	270	Goldman Sachs Group Inc. (The)		6.15		04/01/18		263,303
	225	Merrill Lynch & Co. (Series MTN)		6.875		04/25/18		208,584
	90	NYSE Euronext		4.80		06/28/13		93,249
								833,903
		Life/Health Insurance (0.1%)
	30	MetLife Inc. (Note 4)		6.75		06/01/16		30,583
	75	MetLife Inc. (Series A) (Note 4)		6.817		08/15/18		75,660
	10	MetLife Inc. (Note 4)		7.717		02/15/19		10,715
								116,958
		Major Banks (0.6%)
	60	Bank of America Corp.		5.65		05/01/18		53,107

See Notes to Financial Statements
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Portfolio of Investments n June 30, 2009 (unaudited) continued

PRINCIPAL AMOUNT IN THOUSANDS			COUPON RATE			MATURITY DATE	VALUE
$	185	Bank of America Corp.		5.75	%	12/01/17	$	164,994
	90	Bank of New York Mellon Corp. (Series G)		4.50		04/01/13		91,665
	50	Bank of New York Mellon Corp.		5.125		08/27/13		52,679
	75	Barclays Bank Plc. (United Kingdom)		6.75		05/22/19		74,515
	50	BB&T Corp.		6.85		04/30/19		52,091
	40	Credit Suisse Group (Switzerland)		6.00		02/15/18		39,999
	45	Credit Suisse USA Inc. (Switzerland)		5.125		08/15/15		46,205
	130	HBOS Plc - 144A (b) (United Kingdom)		6.75		05/21/18		98,286
	115	HSBC Finance Corp.		6.75		05/15/11		118,293
	60	PNC Funding Corp.		6.70		06/10/19		61,996
	20	State Street Corp.		4.30		05/30/14		19,794
	55	Wachovia Corp.		5.50		05/01/13		56,864
	235	Wells Fargo & Co.		5.625		12/11/17		231,701
								1,162,189
		Major Telecommunications (0.6%)
	50	AT&T Corp.		8.00		11/15/31		57,870
	20	AT&T Inc .		5.60		05/15/18		20,143
	145	AT&T Inc .		6.30		01/15/38		140,561
	60	Deutsche Telekom International Finance Corp. NV (Netherlands)		8.75		06/15/30		70,426
	35	France Telecom S.A. (France)		8.50		03/01/31		45,077
	55	Rogers Communications Inc. (Canada)		6.80		08/15/18		59,062
	95	SBC Communications, Inc.		6.15		09/15/34		90,466
	45	Telecom Italia Capital SA (Luxembourg)		4.95		09/30/14		43,128
	60	Telecom Italia Capital SA (Luxembourg)		6.999		06/04/18		60,799
	65	Telecom Italia Capital SA (Luxembourg)		7.175		06/18/19		66,006
	125	Telefonica Europe BV (Netherlands)		8.25		09/15/30		155,186
	145	Verizon Communications Inc.		5.50		02/15/18		144,245
	120	Verizon Communications Inc.		6.35		04/01/19		125,062
	50	Verizon Communications Inc.		8.95		03/01/39		63,332
	25	Verizon Wireless Capital LLC - 144A (b)		5.55		02/01/14		26,567
								1,167,930
		Managed Health Care (0.1%)
	80	Unitedhealth Group Inc.		6.00		02/15/18		76,905
	10	WellPoint Inc.		7.00		02/15/19		10,356
								87,261
		Marine Shipping (0.1%)
	40	Union Pacific Corp.		6.125		02/15/20		41,557
	75	Union Pacific Corp.		7.875		01/15/19		85,999
								127,556

See Notes to Financial Statements
123

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Portfolio of Investments n June 30, 2009 (unaudited) continued

PRINCIPAL AMOUNT IN THOUSANDS			COUPON RATE			MATURITY DATE	VALUE
		Media Conglomerates (0.3%)
$	90	News America Inc. - 144A (b)		6.90	%	03/01/19	$	93,947
	80	Time Warner Cable Inc.		6.75		07/01/18		83,466
	35	Time Warner Cable Inc.		6.75		06/15/39		34,173
	25	Time Warner Cable Inc.		8.25		04/01/19		28,414
	65	Time Warner Cable Inc.		8.75		02/14/19		75,848
	40	Time Warner, Inc.		5.875		11/15/16		39,478
	60	Time Warner, Inc.		7.70		05/01/32		59,116
	65	Viacom, Inc.		6.875		04/30/36		60,059
	55	Vivendi - 144A (France) (b)		6.625		04/04/18		55,460
								529,961
		Medical Specialties (0.0%)
	20	Baxter International		5.375		06/01/18		20,979
	20	Hospira Inc (Series G)		6.40		05/15/15		21,079
								42,058
		Motor Vehicles (0.1%)
	60	DaimlerChrysler North American Holdings Co.		7.30		01/15/12		62,168
	45	DaimlerChrysler North American Holdings Co.		8.50		01/18/31		47,458
	50	Harley-Davidson Funding - 144A (b)		6.80		06/15/18		43,450
								153,076
		Multi-Line Insurance (0.1%)
	190	AIG SunAmerica Global Financing VI - 144A (b)		6.30		05/10/11		178,572
	50	Allstate Corp. (Note 4)		7.45		05/16/19		54,188
	225	Two-Rock Pass-Through - 144A (Bahamas) (b)		1.896	(d)(e)			731
								233,491
		Oil & Gas Pipelines (0.2%)
	20	Colorado Interstate Gas Co.		6.80		11/15/15		20,646
	50	El Paso Corporation		8.25		02/15/16		48,875
	65	Enterprise Products Operation		6.50		01/31/19		66,177
	100	GAZ Capital SA - 144A (Luxembourg) (b)		6.51		03/07/22		75,500
	85	Kinder Morgan Finance Co. (Canada)		5.70		01/05/16		73,313
	60	Plains All American Pipeline LP/PAA Finance Corp.		6.70		05/15/36		54,255
								338,766
		Oil & Gas Production (0.2%)
	40	Apache Corp.		6.90		09/15/18		45,876
	70	Devon Financing Corp. (Canada)		7.875		09/30/31		82,659
	50	Encana Corp.		5.90		12/01/17		51,342
	5	Encana Corp.		6.50		05/15/19		5,370

See Notes to Financial Statements
124

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Portfolio of Investments n June 30, 2009 (unaudited) continued

PRINCIPAL AMOUNT IN THOUSANDS			COUPON RATE			MATURITY DATE	VALUE
$	95	XTO Energy Inc.		5.50	%	06/15/18	$	95,362
								280,609
		Oil Related (0.0%)
	55	Transocean Inc. (Cayman Islands)		6.00		03/15/18		57,276
		Oilfield Services/Equipment (0.1%)
	70	Weatherford International Inc. (Switzerland)		6.00		03/15/18		68,855
		Other Metals/Minerals (0.1%)
	30	Brascan Corp. (Canada)		7.125		06/15/12		29,477
	40	Rio Tinto Finance USA Ltd. (Australia)		6.50		07/15/18		40,091
								69,568
		Pharmaceuticals: Major (0.4%)
	35	Astrazeneca PLC (United Kingdom)		5.90		09/15/17		37,540
	15	Bristol-Myers Squibb		5.45		05/01/18		15,920
	50	GlaxoSmithKline Capital Inc.		5.65		05/15/18		53,053
	165	Merck & Co Inc		5.00		06/30/19		167,394
	70	Novartis Capital Corp.		4.125		02/10/14		72,131
	180	Pfizer Inc.		6.20		03/15/19		197,215
	115	Roche Holdings Inc. - 144A (b)		6.00		03/01/19		122,848
	15	Wyeth		5.45		04/01/17		15,688
								681,789
		Property - Casualty Insurers (0.2%)
	80	Ace INA Holdings Inc.		5.60		05/15/15		81,082
	140	Berkshire Hathaway Finance Corp.		5.40		05/15/18		144,528
	25	Chubb Corp. (The)		5.75		05/15/18		25,976
	85	Platinum Underwriters Finance Inc. (Series B)		7.50		06/01/17		72,630
	130	Xlliac Global Funding - 144A (b)		4.80		08/10/10		121,099
								445,315
		Railroads (0.1%)
	25	Canadian National Railway Co. (Canada)		5.55		05/15/18		26,162
	20	Canadian National Railway Co. (Canada)		5.55		03/01/19		20,761
	100	Korea Railroad Corp. - 144A (b) (South Korea)		5.375		05/15/13		97,841
	55	Norfolk Southern Corp.		5.75		01/15/16		57,044
								201,808
		Real Estate Investment Trusts (0.0%)
	35	Simon Property Group LP		6.75		05/15/14		35,204
		Regional Banks (0.1%)
	65	U.S. Bancorp		4.20		05/15/14		65,806
		Restaurants (0.1%)
	15	McDonalds Corp.		5.00		02/01/19		15,407

See Notes to Financial Statements
125

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Portfolio of Investments n June 30, 2009 (unaudited) continued

PRINCIPAL AMOUNT IN THOUSANDS			COUPON RATE			MATURITY DATE	VALUE
$	50	Yum! Brands, Inc.		8.875	%	04/15/11	$	54,602
	30	Yum! Brands, Inc.		6.25		03/15/18		30,919
								100,928
		Savings Banks (0.1%)
	75	Household Finance Corp.		6.375		10/15/11		76,731
	155	Sovereign Bancorp, Inc.		0.842	(d)	03/23/10		143,070
								219,801
		Services to the Health Industry (0.0%)
	65	Medco Health Solutions, Inc.		7.125		03/15/18		68,561
		Steel (0.1%)
	115	ArcelorMittal (Luxembourg)		9.85		06/01/19		124,308
	75	ArcelorMittal - 144A (b) (Luxembourg)		6.125		06/01/18		65,733
								190,041
		Telecommunication Equipment (0.0%)
	30	Corning Inc.		6.625		05/15/19		30,716
		Telecommunications (0.0%)
	20	Qwest Corp.		6.50		06/01/17		17,700
		Tobacco (0.1%)
	60	Altria Group Inc.		9.25		08/06/19		67,488
	50	BAT International Finance PLC - 144A (b) (United Kingdom)		9.50		11/15/18		58,862
	75	Phillip Morris International Inc.		5.65		05/16/18		78,752
								205,102
		Trucks/Construction/Farm Machinery (0.1%)
	30	Caterpillar Financial Services Corp. (Series F)		4.90		08/15/13		29,914
	20	Caterpillar Inc.		7.90		12/15/18		23,106
	50	John Deere Capital Corp. (Series MTN)		5.75		09/10/18		51,109
								104,129
		Wireless Telecommunications (0.0%)
	45	Vodafone Group PLC. (United Kingdom)		5.625		02/27/17		45,776
		Total Corporate Bonds (Cost $16,211,988)						16,006,021
		U.S. Government Agencies - Mortgage-Backed Securities (0.2%)
		Federal Home Loan Mortgage Corp. (PC) Gold
	3			6.50		05/01/29 - 12/01/31		2,818
	153			8.00		11/01/30		168,696

See Notes to Financial Statements
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Portfolio of Investments n June 30, 2009 (unaudited) continued

PRINCIPAL AMOUNT IN THOUSANDS			COUPON RATE			MATURITY DATE	VALUE
		Federal National Mortgage Assoc.
$	2			6.50	%	11/01/29	$	2,497
	172			7.50		09/01/30 - 10/01/32		186,941
	54			8.00		03/01/30 - 05/01/31		58,612
		Total U.S. Government Agencies - Mortgage-Backed Securities (Cost $403,475)						419,564
		U.S. Government Agencies & Obligations (9.7%)
		Federal National Mortgage Assoc.
	1,640			2.875		12/11/13		1,655,183
		Federal Home Loan Mortgage Corp.
	150			1.75		06/15/12		149,562
	150			3.75		03/27/19		147,694
	250			6.75		03/15/31		310,892
	1,080			4.875		06/13/18		1,164,344
		U.S. Treasury Inflation Index Bond (TIPS)
	158			3.625		04/15/28		192,900
		U.S. Treasury Note
	1,715			3.50		02/15/39		1,483,480
	150			4.25		05/15/39		148,523
	325			1.75		01/31/14		315,963
	1,930			1.75		03/31/14		1,867,277
	750			1.875		02/28/14		730,840
	2,400			1.375		03/15/12		2,396,064
	3,500			0.875		03/31/11		3,496,311
	2,000			1.375		05/15/12		1,989,386
	796			3.125		05/15/19		770,132
		U.S. Treasury Strip
	735			0.00		11/15/19		483,349
	1,330			0.00		11/15/21		768,850
		Total U.S. Government Agencies & Obligations (Cost $18,414,496)						18,070,750
		Asset-Backed Securities (0.3%)
	171	Capital Auto Receivables Assets Trust 2006-2 A3A		4.98		05/15/11		173,923
	72	Capital Auto Receivables Assets Trust 2007-SN1 Class A3B		0.379	(d)	07/15/10		70,735
	34	Capital One Auto Finance Trust 2006-C A3A		5.07		07/15/11		34,155
	70	GS Auto Loan Trust 2006-1 A3		5.37		12/15/10		70,129

See Notes to Financial Statements
127

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Portfolio of Investments n June 30, 2009 (unaudited) continued

PRINCIPAL AMOUNT IN THOUSANDS			COUPON RATE			MATURITY DATE	VALUE
$	87	Harley-Davidson Motorcycle Trust 2005-3 A2		4.41	%	06/15/12	$	88,643
	74	Harley-Davidson Motorcycle Trust 2005-2 A2		4.07		02/15/12		74,959
		Total Asset-Backed Securities (Cost $507,950)						512,544
		Municipal Bonds (0.1%)
		General Obligation
	45	State of California		5.95		04/01/16		3,291
		Transportation
	75	Illinois State Toll Highway Authority (The)		6.184		01/01/34		87,415
		Total Municipal Bonds (Cost $130,223)						130,706
		Foreign Government Obligations (0.2%)
	230	Brazilian Government International Bond		6.00		01/17/17		237,245
	105	Italy Republic		6.88		09/27/23		118,129
	25	Republic of Portugal		7.13		03/30/19		26,813
		Total Foreign Government Obligations (Cost $377,198)						382,187
NUMBER OF SHARES
		Investment Trust/Mutual Funds (2.1%)
	100,770	Ishares FTSE/Xinhya China 25 Index Fund (Cost $2,715,656)						3,866,545
NUMBER OF CONTRACTS
		Call Options Purchased (0.0%)
	66	Euro$ 2Yr Mid-CRV Futures September/2009 @ 97.75 (Cost $51,125)						6,600
PRINCIPAL AMOUNT IN THOUSANDS
		Short-Term Investments (16.1%)
		U.S. Government Obligations (g) (0.4%)
$	740	U.S. Treasury Bills (Cost $739,256) (c)		0.27		05/14/09		739,256

See Notes to Financial Statements
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Portfolio of Investments n June 30, 2009 (unaudited) continued

NUMBER OF SHARES (000)			VALUE
		Investment Company (h) (15.7%)
	29,315	Morgan Stanley Institutional Liquidity Funds - Money Market Portfolio - Institutional Class (Cost $29,314,704)	$	29,314,704
		Total Short-Term Investments (Cost $30,053,960)		30,053,960

Total Investments (Cost $172,365,514) (i)(j)	99.8	%		185,864,337
Total Written Options Outstanding (premiums received $6,879)	(0.0	)		(344	)
Other Assets in Excess of Liabilities	0.2			401,318
Net Assets	100.0	%	$	186,265,311

ADR American Depositary Receipt.

MTN Medium-Term Note.

PC Participation Certificate.

TIPS Treasury Inflation-Protected Security.

(a) Non-income producing security.

(b) Resale is restricted to qualified institutional investors.

(c) A portion of this security has been physically segregated in connection with open future contracts.

(d) Variable rate security. Rate shown is the rate in effect at June 30, 2009.

(e) Foreign security issued with perpetual maturity.

(f) Security issued with perpetual maturity.

(g) Purchased on a discount basis. The interest rate shown has been adjusted to reflect a money market equivalent yield.

(h) See Note 4 to the financial statements regarding investments in Morgan Staney Institutional Liquidity Funds - Money Market Portfolio - Institutional Class.

(i) Securities have been designated as collateral in connection with open futures contracts and open swap contracts.

(j) The aggregate cost for federal income tax purposes approximates the aggregate cost for book purposes. The aggregate gross unrealized appreciation is $23,719,824 and the aggregate gross unrealized depreciation is $10,221,001, resulting in net unrealized appreciation of $13,498,823.

See Notes to Financial Statements
129

Morgan Stanley Variable Investment Series - Strategist

Portfolio of Investments n June 30, 2009 (unaudited) continued

SUMMARY OF INVESTMENTS

PORTFOLIO COMPOSITION	MARKET VALUE		PERCENT OF TOTAL INVESTMENTS
Common Stocks	$	120,282,005		64.7	%
Short-Term Investments		30,053,960		16.2
U.S. Government Agencies and Obligations		18,490,314		9.9
Corportate/Municipal Bonds		16,136,727		8.7
Asset-Backed Securities		512,544		0.3
Foreign Government Obligations		382,187		0.2
Put Options Purchased		6,600		0.0
TOTAL INVESTMENTS	$	185,864,337++		100.0	%

++ Does not include open long/short futures contracts with an underlying face amount of $11,899,366 with net unrealized depreciation of $21,486. Also does not include open swap contracts with net unrealized depreciation of $177,214.

FUTURES CONTRACTS OPEN AT JUNE 30, 2009:

NUMBER OF CONTRACTS		LONG/SHORT	DESCRIPTION, DELIVERY MONTH AND YEAR	UNDERLYING FACE AMOUNT AT VALUE			UNREALIZED APPRECIATION (DEPRECIATION)
	21	Long	U.S. Treasury Notes 2 Year, September 2009	$	4,540,594		$	(7,866	)
	4	Long	90 Day Euro$ Futures March 2011		973,550			(2,794	)
	4	Long	90 Day Euro$ Futures June 2011		970,200			(3,278	)
	4	Long	90 Day Euro$ Futures September 2011		967,200			(3,615	)
	4	Long	90 Day Euro$ Futures December 2011		964,400			(3,747	)
	7	Long	U.S. Treasury Notes 5 Year, September 2009		803,031			(2,274	)
	3	Short	U.S. Treasury Notes 20 Year, September 2009		(355,078	)		(8,851	)
	20	Short	U.S. Treasury Notes 10 Year, September 2009		(2,325,313	)		10,939
Net Unrealized Depreciation							$	(21,486	)

See Notes to Financial Statements
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Portfolio of Investments n June 30, 2009 (unaudited) continued

OPTIONS WRITTEN AT JUNE 30, 2009:

NUMBER OF CONTRACTS				DESCRIPTION				STRIKE PRICE				EXPIRATION DATE				PREMIUM				VALUE
	55			Euro$ 2 Year Mid-Crv Futures				$	98.50			September 2009				$	6,879			$	344

CREDIT DEFAULT SWAP CONTRACTS OPEN AT JUNE 30, 2009:

SWAP COUNTERPARTY & REFERENCE OBLIGATION	BUY/SELL PROTECTION	NOTIONAL AMOUNT (000'S)		INTEREST RATE			TERMINATION DATE	UNREALIZED APPRECIATION (DEPRECIATION)			UPFRONT PAYMENTS			VALUE			CREDIT RATING OF REFERENCE OBLIGATION+
																	(unaudited)
Merrill Lynch Capital
Services Inc.
Dow Jones Index	Sell	$	1,200		1.00	%	June 20, 2014	$	26,900		$	(44,241	)	$	(17,341	)	NR
Bank of America, N.A. Tyco Electronics Ltd.	Buy		165		5.00		June 20, 2014		(12,794	)		(6,932	)		(19,726	)	BBB-
Net Credit Default Swap Contracts		$	1,365					$	14,106		$	(51,173	)	$	(37,067	)

NR Not Rated

+ Credit Rating as issued by Standard & Poors.

See Notes to Financial Statements
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Portfolio of Investments n June 30, 2009 (unaudited) continued

INTEREST RATE/ASSET SWAP CONTRACTS OPEN AT JUNE 30, 2009:

COUNTERPARTY	NOTIONAL AMOUNT (000'S)		PAYMENTS RECEIVED BY FUND	PAYMENTS MADE BY FUND	TERMINATION DATE	UNREALIZED APPRECIATION (DEPRECIATION)
Barclays Bank***	$	702	Fixed Rate 4.64 %	Floating Rate 0.00# %	May 27, 2019	$	(2,331	)
UBS AG***		2,050	Fixed Rate 4.66	Floating Rate 0.00#	May 27, 2019		(5,248	)
Barclays Bank^^		710	Fixed Rate 0.00	Floating Rate 0.00#	November 15, 2019		(42,144	)
UBS AG^^		480	Fixed Rate 0.00	Floating Rate 0.00#	November 15, 2019		(27,526	)
Barclays Bank		161	Floating Rate 0.66#	Fixed Rate 4.04	May 27, 2039		3,397
UBS AG		474	Floating Rate 0.66#	Fixed Rate 4.04	May 27, 2039		10,001
Barclays Bank^^		710	Floating Rate 0.00#	Fixed Rate 0.00	November 15, 2019		(32,563	)
Barclays Bank##		120	Floating Rate 2.408#	Fixed Rate 3.625###	April 15, 2028		3,023
JPMorgan Chase Bank N.A. New York^^		1,330	Floating Rate 0.00#	Fixed Rate 0.00	November 15, 2021		(54,758	)
JPMorgan Chase Bank N.A. New York^^		735	Floating Rate 0.00#	Fixed Rate 0.00	November 15, 2019		(27,806	)
UBS AG^^		480	Floating Rate 0.00#	Fixed Rate 0.00	November 15, 2019		(15,365	)
Net Unrealized Depreciation						$	(191,320	)

# Floating rate based on USD-3 Months LIBOR.

## Asset swap.

### Fixed rate based on interest received from TIPS bond/note held by the Portfolio.

^^ Portfolio will receive $194,750, $132,622 and make payments of $275,331, $589,387, $279,388 and $179,658, respectively on termination date.

*** Forward interest rate swap. Periodic payments on specified notional contract amount with future effective date, unless terminated earlier.

See Notes to Financial Statements
132

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Morgan Stanley Variable Investment Series

Financial Statements

Statements of Assets and Liabilities
For the six months ended June 30, 2009 (unaudited)

	Money Market			Limited Duration			Income Plus			High Yield			Global Infrastructure
Assets:
Investments in securities, at value*	$	196,962,392	⁽⁴⁾	$	72,574,305		$	237,566,334		$	30,195,561	⁽²⁾	$	82,303,907	⁽²⁾
Investments in affiliates, at value**		—			4,702,930			8,869,383			5,864,505			9,727,674
Unrealized appreciation on open forward foreign currency contracts		—			—			—			—			16,731
Unrealized appreciation on open swap contracts		—			65,928			144,882			—			—
Cash		5,674			—			—			194,383			52,438	⁽¹⁾
Receivable for:
Investments sold		—			508,651			1,801,511			202,568			4,880,136
Shares of beneficial interest sold		2,636,645			476,535			1,292,378			392			—
Dividends		—			—			—			—			397,999
Interest and dividends from affiliates		—			24,689			89,223			403			344
Premium paid on open swap contracts		—			—			613,614			—			—
Interest		44,825			489,086			3,398,132			587,414			—
Foreign withholding taxes reclaimed		—			—			—			—			33,640
Variation margin		—			5,493			56,848			—			—
Periodic interest payment on open swap contracts										—
Prepaid expenses and other assets		42,104			8,328			26,824			9,161			24,367
Total Assets		199,691,640			78,866,545			253,880,747			37,054,387			97,437,236
Liabilities:
Collateral on securities loaned, at value		—			—			—			5,991,268			11,665,841
Written call options outstanding, at value		—			369	⁽³⁾		—			—			—
Unrealized depreciation on open swap contracts		—			389,185			295,033			—			—
Unrealized depreciation on open forward foreign currency contracts		—			—			—			—			156,489
Payable for:
Investments purchased		—			955,097			1,847,593			160,171			5,322,851
Shares of beneficial interest redeemed		115,314			41			8,809			16,523			23,273
Variation margin		—			—			—			—			—
Premium received on open swap contracts		—			—			—			—			—
Distribution fee (Class Y)		—			13,253			30,122			3,349			3,599
Investment advisory fee		29,338			19,848			90,414			10,940			39,779
Administration fee		8,745			5,411			17,328			2,142			5,638
Periodic interest on open swap contracts		—			2,797			3,749			—			—
Swap contracts collateral due to brokers		—			—			620,000			—			—
Transfer agent fee		250			250			250			250			250
Swap contracts termination		—			—			3,778			251,972			—
Accrued expenses and other payables		49,166			39,892			58,785			150,134			34,058
Total Liabilities		202,813			1,426,143			2,975,861			6,586,749			17,251,778
Net Assets	$	199,488,827		$	77,440,402		$	250,904,886		$	30,467,638		$	80,185,458
Composition of Net Assets:
Paid-in-capital	$	199,486,173		$	112,779,934		$	289,035,953		$	335,083,476		$	75,395,165
Accumulated undistributed net investment income (loss)		49			597,321			5,298,402			1,046,982			1,803,101
Accumulated undistributed net realized gain (loss)		2,605			(36,524,897	)		(43,661,987	)		(252,356,468	)		(2,297,284	)
Net unrealized appreciation (depreciation)		—			588,044			232,518			(53,306,352	)		5,284,476
Net Assets	$	199,488,827		$	77,440,402		$	250,904,886		$	30,467,638		$	80,185,458
* Cost	$	196,962,392		$	71,771,639		$	236,769,412		$	83,501,913		$	76,886,706
Affiliated Cost**	$	—		$	4,687,583		$	9,110,328		$	5,864,505		$	9,727,674
Class X Shares:
Net Assets	$	100,874,921		$	16,790,108		$	110,749,756		$	15,189,264		$	63,827,287
Shares Outstanding (unlimited authorized shares of $.01 par value)		100,873,619			2,191,634			11,206,407			15,919,007			8,628,247
Net Asset Value Per Share	$	1.00		$	7.66		$	9.88		$	0.95		$	7.40
Class Y Shares:
Net Assets	$	98,613,906		$	60,650,294		$	140,155,130		$	15,278,374		$	16,358,171
Shares Outstanding (unlimited authorized shares of $.01 par value)		98,612,554			7,935,805			14,220,877			16,006,902			2,216,319
Net Asset Value Per Share	$	1.00		$	7.64		$	9.86		$	0.95		$	7.38

⁽¹⁾ Includes foreign currency valued at $52,438, $251, $351,190, and $157,456 respectively, with a cost of $52,671, $254, $341,486, and $156,031, respectively.

⁽²⁾ Includes securities loaned at value of $5,776,006, $11,155,783, $11,093,329 and $2,770,157 respectively.

⁽³⁾ Premium received $7,031.

⁽⁴⁾ Including repurchase agreements of $59,501,000.

See Notes to Financial Statements
134

	Income Builder			Dividend Growth			Global Dividend Growth			European Equity			Capital Opportunities
Assets:
Investments in securities, at value*	$	27,758,085		$	219,250,010		$	82,643,265	⁽²⁾	$	68,811,691	⁽²⁾	$	219,337,523
Investments in affiliates, at value**		1,310,212			9,029,460			10,529,323			3,152,659			3,010,735
Unrealized appreciation on open forward foreign currency contracts		—			—			3,569			—			—
Unrealized appreciation on open swap contracts		—			—			—			—			—
Cash		251	⁽¹⁾		—			351,190	⁽¹⁾		157,456	⁽¹⁾		—
Receivable for:
Investments sold		78,990			—			1,101,828			33,946			223,829
Shares of beneficial interest sold		1,410			1,436			6,522			—			7,812
Dividends		16,817			336,004			410,955			240,813			61,945
Interest and dividends from affiliates		772			643			428			326			988
Premium paid on open swap contracts		—			—			—			—			—
Interest		90,373			—			—			—			—
Foreign withholding taxes reclaimed		395			48,713			58,440			133,715			—
Variation margin		—			—			—			—			—
Periodic interest payment on open swap contracts	10,600						21,618
Prepaid expenses and other assets		13,356			19,466			12,959			10,874			31,074
Total Assets		29,270,661			228,685,732			95,118,479			72,541,480			222,673,906
Liabilities:
Collateral on securities loaned, at value		—			—			11,551,717			2,890,477			—
Written call options outstanding, at value		—			—			—			—			—
Unrealized depreciation on open swap contracts		—			—			—			—			—
Unrealized depreciation on open forward foreign currency contracts		—			—			108,559			—			—
Payable for:
Investments purchased		39,438			—			11,970			—			—
Shares of beneficial interest redeemed		11,660			64,622			69,552			95,944			585,796
Variation margin		—			—			—			—			—
Premium received on open swap contracts		—			—			—			—			—
Distribution fee (Class Y)		3,118			12,587			6,069			3,716			12,062
Investment advisory fee		17,109			110,212			48,952			44,702			82,184
Administration fee		2,078			16,253			5,893			4,953			15,886
Periodic interest on open swap contracts		—			—			—			—			—
Swap contracts collateral due to brokers		—			—			—			—			—
Transfer agent fee		250			250			250			250			250
Swap contracts termination		—			—			—			—			—
Accrued expenses and other payables		20,942			102,342			47,759			56,876			54,032
Total Liabilities		94,595			306,266			11,850,721			3,096,918			750,210
Net Assets	$	29,176,066		$	228,379,466		$	83,267,758		$	69,444,562		$	221,923,696
Composition of Net Assets:
Paid-in-capital	$	37,673,270		$	477,564,316		$	102,444,628		$	91,263,071		$	595,146,157
Accumulated undistributed net investment income (loss)		135,354			2,187,620			1,798,317			1,507,002			(395,731	)
Accumulated undistributed net realized gain (loss)		(5,443,783	)		(207,053,608	)		(27,237,584	)		(13,060,053	)		(362,406,378	)
Net unrealized appreciation (depreciation)		(3,188,775	)		(44,318,862	)		6,262,397			(10,265,458	)		(10,420,352	)
Net Assets	$	29,176,066		$	228,379,466		$	83,267,758		$	69,444,562		$	221,923,696
* Cost	$	30,927,664		$	258,417,755		$	76,282,033		$	79,088,485		$	229,757,908
Affiliated Cost**	$	1,329,405		$	14,180,577		$	10,529,323		$	3,152,659		$	3,010,735
Class X Shares:
Net Assets	$	15,164,208		$	172,011,280		$	55,791,479		$	52,773,278		$	168,285,760
Shares Outstanding (unlimited authorized shares of $.01 par value)		1,923,719			15,936,244			7,688,002			4,298,376			6,953,743
Net Asset Value Per Share	$	7.88		$	10.79		$	7.26		$	12.28		$	24.20
Class Y Shares:
Net Assets	$	14,011,858		$	56,368,186		$	27,476,279		$	16,671,284		$	53,637,936
Shares Outstanding (unlimited authorized shares of $.01 par value)		1,783,051			5,231,609			3,817,059			1,362,456			2,228,470
Net Asset Value Per Share	$	7.86		$	10.77		$	7.20		$	12.24		$	24.07

135

Morgan Stanley Variable Investment Series

Financial Statements continued

Statements of Assets and Liabilities continued
For the six months ended June 30, 2009 (unaudited)

	S&P 500 Index			Aggressive Equity			Strategist
Assets:
Investments in securities, at value*	$	111,084,569		$	26,526,577		$	156,378,487
Investments in affiliates, at value**		1,521,063			506,335			29,485,850
Unrealized appreciation on open forward foreign currency contracts		—			—			—
Unrealized appreciation on open swap contracts		—			—			43,321
Cash		—			—			—
Receivable for:
Investments sold		295,607			27,063			869,224
Shares of beneficial interest sold		—			—			30,265
Dividends		155,828			7,445			140,433
Interest and dividends from affiliates		118			163			7,657
Premium paid on open swap contracts		—			—			—
Interest		—			—			327,966
Foreign withholding taxes reclaimed		—			—			—
Variation margin		—			—			—
Periodic interest payment on open swap contracts								7,091
Prepaid expenses and other assets		15,258			10,406			20,139
Total Assets		113,072,443			27,077,989			187,310,433
Liabilities:
Collateral on securities loaned, at value		—			—			—
Written call options outstanding, at value		—			—			344	⁽⁵⁾
Unrealized depreciation on open swap contracts		—			—			220,535
Unrealized depreciation on open forward foreign currency contracts		—			—			—
Payable for:
Investments purchased		214,698			—			553,512
Shares of beneficial interest redeemed		68,056			16,869			69,495
Variation margin		3,135			—			540
Premium received on open swap contracts		—			—			50,957
Distribution fee (Class Y)		17,642			3,280			12,242
Investment advisory fee		11,875			15,958			62,054
Administration fee		7,995			1,932			13,172
Periodic interest on open swap contracts		—			—			2,646
Swap contracts collateral due to brokers		—			—			—
Transfer agent fee		250			250			250
Accrued expenses and other payables		59,074			22,654			59,375
Total Liabilities		382,725			60,943			1,045,122
Net Assets	$	112,689,718		$	27,017,046		$	186,265,311
Composition of Net Assets:
Paid-in-capital	$	141,899,341		$	58,649,921		$	182,643,805
Accumulated undistributed net investment income (loss)		1,173,742			13,787			1,274,391
Accumulated undistributed net realized gain (loss)		(34,233,914	)		(30,714,892	)		(10,991,264	)
Net unrealized appreciation (depreciation)		3,850,549			(931,770	)		13,338,379
Net Assets	$	112,689,718		$	27,017,046		$	186,265,311
* Cost	$	105,305,424		$	27,458,351		$	142,884,587
**Affiliated Cost	$	3,449,848		$	506,335		$	29,480,927
Class X Shares:
Net Assets	$	33,131,294		$	12,327,304		$	130,685,400
Shares Outstanding (unlimited authorized shares of $.01 par value)		4,001,320			1,037,700			11,931,657
Net Asset Value Per Share	$	8.28		$	11.88		$	10.95
Class Y Shares:
Net Assets	$	79,558,424		$	14,689,742		$	55,579,911
Shares Outstanding (unlimited authorized shares of $.01 par value)		9,652,385			1,258,976			5,087,819
Net Asset Value Per Share	$	8.24		$	11.67		$	10.92

⁽⁵⁾ Premium received $6,879.

See Notes to Financial Statements
136

Morgan Stanley Variable Investment Series

Financial Statements continued

Statement of Operations
For the six months ended June 30, 2009 (unaudited)

	Money Market			Limited Duration			Income Plus
Investment Income:
Income
Interest	$	576,347		$	1,205,707		$	7,537,855
Interest and dividends from affiliates		—			26,038			74,766
Income from securities loaned - net		—			—			—
Dividends†		—			—			—
Total Income		576,347			1,231,745			7,612,621
†Net of foreign withholding taxes		—			—			—
Expenses
Investment advisory fee		472,193			115,679			500,603
Administration fee		52,466			30,848			95,353
Distribution fee (Class Y shares)		129,507			76,154			165,754
Professional fees		30,944			24,623			35,508
Transfer agent fees and expenses		250			250			250
Shareholder reports and notices		15,446			5,410			10,108
Trustees' fees and expenses		2,788			1,130			3,143
Registration fees		—			—			—
Custodian fees		6,084			5,408			8,251
Mutual fund insurance (Note 10)		44,848			—			—
Other		8,871			9,754			18,964
Total Expenses		763,397			269,256			837,934
Less: rebate from Morgan Stanley affiliated cash sweep (Note 4)		—			(1,515	)		(2,172	)
Less: amounts waived		(218,939	)		—			—
Net Expenses		544,458			267,741			835,762
Net Investment Income		31,889			964,004			6,776,859
Net Realized and Unrealized Gain (Loss):
Net Realized Gain (Loss) on:
Investments		2,748			118,129			(6,804,819	)
Investments in affiliates		—			(11,608	)		1,257
Futures contracts		—			(360,315	)		(2,906,911	)
Options written		—			62,454			—
Swap contracts		—			2,280,516			10,837,753
Foreign exchange transactions		—			(67	)		(164	)
Forward foreign currency contracts		—			—			—
Net Realized Gain		2,748			2,089,109			1,127,116
Net Change in Unrealized Appreciation/Depreciation on:
Investments		—			235,264			21,163,904
Investments in affiliates		—			41,211			(240,945	)
Futures contracts		—			588,902			3,679,486
Swap contracts		—			(1,441,768	)		(9,283,732	)
Options written		—			41,679			—
Foreign exchange transactions		—			70			613
Net Appreciation (Depreciation)		—			(534,642	)		15,319,326
Net Gain		2,748			1,554,467			16,446,442
Net Increase	$	34,637		$	2,518,471		$	23,223,301

See Notes to Financial Statements
137

Morgan Stanley Variable Investment Series

Financial Statements continued

Statement of Operations continued
For the six months ended June 30, 2009 (unaudited)

	High Yield			Global Infrastrucure			Income Builder			Dividend Growth			Global Dividend Growth
Investment Income:
Income
Interest	$	1,800,266		$	—		$	291,443		$	—		$	—
Interest and dividends from affiliates		3,540			1,338			2,958			64,259			3,059
Income from securities loaned - net		13,292			108,454			—			—			78,202
Dividends†		5,561			2,160,746			251,071			2,959,416			2,389,314
Total Income		1,822,659			2,270,538			545,472			3,023,675			2,470,575
†Net of foreign withholding taxes		—			237,056			10,881			33,941			197,111
Expenses
Investment advisory fee		59,154			213,310			96,219			593,441			271,140
Administration fee		11,268			29,938			11,489			87,114			32,375
Distribution fee (Class Y shares)		17,844			18,506			17,401			66,932			33,029
Professional fees		144,810			27,573			20,626			28,027			31,231
Transfer agent fees and expenses		250			250			250			250			250
Shareholder reports and notices		10,912			40,489			5,521			25,288			12,040
Trustees' fees and expenses		464			1,103			479			3,241			1,219
Registration fees		11			—			—			—			—
Custodian fees		—			39,127			4,594			5,373			19,210
Other		7,753			10,481			2,399			9,696			9,023
Total Expenses		252,466			380,777			158,978			819,362			409,517
Less: rebate from Morgan Stanley affiliated cash sweep (Note 4)		(1,045	)		(583	)		(874	)		(1,854	)		(979	)
Less: amounts waived		—			—			—			—			—
Net Expenses		251,421			380,194			158,104			817,508			408,538
Net Investment Income (Loss)		1,571,238			1,890,344			387,368			2,206,167			2,062,037
Realized and Unrealized Gain (Loss):
Realized Gain (Loss) on:
Investments		(3,819,842	)		(1,910,683	)		(4,178,556	)		(9,038,666	)		(1,149,264	)
Investments in affiliates		—			—			—			—			—
Futures contracts		—			—			—			—			—
Options written		—			—			—			—			—
Swap contracts		—			—			—			—			—
Foreign exchange transactions		11			(322,657	)		(275	)		—			(184,205	)
Forward foreign currency contracts		—			152,300			—			—			(610,927	)
Net Realized Loss		(3,819,831	)		(2,081,040	)		(4,178,831	)		(9,038,666	)		(1,944,396	)
Change in Unrealized Appreciation/Depreciation on:
Investments		7,885,700			520,323			4,382,495			11,695,536			(1,921,351	)
Investments in affiliates		—			—			(19,193	)		(1,631,641	)		—
Futures contracts		—			—			—			—			—
Swap contracts		—			—			—			—			—
Options written		—			—			—			—			—
Forward foreign currency contracts		—			(186,810	)		—			—			(104,990	)
Foreign exchange transactions		—			30,634			(3	)		—			456,621
Net Appreciation (Depreciation)		7,885,700			364,147			4,363,299			10,063,895			(1,569,720	)
Net Gain (Loss)		4,065,869			(1,716,893	)		184,468			1,025,229			(3,514,116	)
Net Increase (Decrease)	$	5,637,107		$	173,451		$	571,836		$	3,231,396		$	(1,452,079	)

See Notes to Financial Statements
138

	European Equity			Capital Opportunities			S&P 500 Index			Aggressive Equity			Strategist
Investment Income:
Income
Interest	$	—		$	—		$	—		$	—		$	523,075
Interest and dividends from affiliates		1,950			7,727			11,547			2,302			77,848
Income from securities loaned - net		85,834			—			—			—			—
Dividends†		1,821,345			1,045,658			1,394,876			124,359			1,095,081
Total Income		1,909,129			1,053,385			1,406,423			126,661			1,696,004
†Net of foreign withholding taxes		238,671			28,539			76			3,379			14,395
Expenses
Investment advisory fee		281,829			415,251			62,819			80,538			373,844
Administration fee		25,915			79,095			41,879			9,616			71,208
Distribution fee (Class Y shares)		19,321			60,514			92,262			16,308			64,494
Professional fees		31,505			27,894			21,433			20,558			32,073
Transfer agent fees and expenses		250			250			250			250			250
Shareholder reports and notices		14,437			10,452			15,505			6,823			5,657
Trustees' fees and expenses		1,771			2,771			850			413			2,564
Registration fees		—			—			—			14			—
Custodian fees		16,077			10,696			7,725			4,047			8,053
Other		7,847			2,741			9,766			3,290			18,411
Total Expenses		398,952			609,664			252,489			141,857			576,554
Less: rebate from Morgan Stanley affiliated cash sweep (Note 4)		(576	)		(2,903	)		(709	)		(694	)		(22,647	)
Less: amounts waived		(55,085	)		—			—			—			—
Net Expenses		343,291			606,761			251,780			141,163			553,907
Net Investment Income (Loss)		1,565,838			446,624			1,154,643			(14,502	)		1,142,097
Realized and Unrealized Gain (Loss):
Realized Gain (Loss) on:
Investments		(5,123,053	)		(11,486,518	)		(662,913	)		(560,268	)		(5,680,785	)
Investments in affiliates		—			—			—			—			(337,701	)
Futures contracts		—			—			(65,612	)		—			166,732
Options written		—			—			—			—			(32,819	)
Swap contracts		—			—			—			—			1,642,003
Foreign exchange transactions		38,263			6,399			—			1,404			(4,775	)
Forward foreign currency contracts		(22,795	)		(232	)		—			—			115
Net Realized Loss		(5,107,585	)		(11,480,351	)		(728,525	)		(558,864	)		(4,247,230	)
Change in Unrealized Appreciation/Depreciation on:
Investments		3,771,795			66,379,457			2,846,012			7,123,172			14,981,804
Investments in affiliates		—			—			(208,512	)		—			(914,428	)
Futures contracts		—			—			(70,865	)		—			(235,768	)
Swap contracts		—			—			—			—			(1,153,134	)
Options written		—			—			—			—			37,766
Forward foreign currency contracts		—			—			—			—			—
Foreign exchange transactions		23,507			(55	)		—			(6	)		4,840
Net Appreciation (Depreciation)		3,795,302			66,379,402			2,566,635			7,123,166			12,721,080
Net Gain (Loss)		(1,312,283	)		54,899,051			1,838,110			6,564,302			8,473,850
Net Increase (Decrease)	$	253,555		$	55,345,675		$	2,992,753		$	6,549,800		$	9,615,947

139

Morgan Stanley Variable Investment Series

Financial Statements continued

Statements of Changes in Net Assets

	Money Market						Limited Duration						Income Plus
	For The Six Months Ended June 30, 2009			For The Year Ended December 31, 2008			For The Six Months Ended June 30, 2009			For The Year Ended December 31, 2008			For The Six Months Ended June 30, 2009			For The Year Ended December 31, 2008
	(unaudited)						(unaudited)						(unaudited)
Increase (Decrease) in Net Assets:
Operations:
Net investment income	$	31,889		$	5,148,906		$	964,004		$	4,209,957		$	6,776,859		$	15,826,167
Net realized gain (loss)		2,748			—			2,089,109			(26,979,435	)		1,127,116			(18,752,116	)
Net change in unrealized appreciation/depreciation		—			—			(534,642	)		5,025,245			15,319,326			(26,220,418	)
Net Increase (Decrease)		34,637			5,148,906			2,518,471			(17,744,233	)		23,223,301			(29,146,367	)
Dividends and Distributions to Shareholders from:
Net investment income
Class X Shares		(22,824	)		(2,750,646	)		(750,368	)		(403,890	)		(5,671,232	)		(2,630,821	)
Class Y Shares		(9,174	)		(2,398,335	)		(2,578,098	)		(1,470,642	)		(6,874,880	)		(3,227,663	)
Net realized gain
Class X Shares		—			—			—			—			—			—
Class Y Shares		—			—			—			—			—			—
Total Dividends and Distributions		(31,998	)		(5,148,981	)		(3,328,466	)		(1,874,532	)		(12,546,112	)		(5,858,484	)
Net increase (decrease) from transactions in shares of beneficial interest		(28,041,084	)		14,525,817			(1,377,746	)		(28,033,410	)		(5,455,392	)		(71,964,921	)
Total Increase (Decrease)		(28,038,445	)		14,525,742			(2,187,741	)		(47,652,175	)		5,221,797			(106,969,772	)
Net Assets:
Beginning of period		227,527,272			213,001,530			79,628,143			127,280,318			245,683,089			352,652,861
End of Period	$	199,488,827		$	227,527,272		$	77,440,402		$	79,628,143		$	250,904,886		$	245,683,089
Accumulated Undistributed Net Investment Income	$	49		$	158		$	597,321		$	2,961,783		$	5,298,402		$	11,067,655

See Notes to Financial Statements
140

	High Yield						Global Infrastructure
	For The Six Months Ended June 30, 2009			For The Year Ended December 31, 2008			For The Six Months Ended June 30, 2009			For The Year Ended December 31, 2008
	(unaudited)						(unaudited)
Increase (Decrease) in Net Assets:
Operations:
Net investment income	$	1,571,238		$	2,545,180		$	1,890,344		$	3,065,023
Net realized gain (loss)		(3,819,831	)		(9,781,424	)		(2,081,040	)		27,057,828
Net change in unrealized appreciation/depreciation		7,885,700			(1,476,560	)		364,147			(79,158,685	)
Net Increase (Decrease)		5,637,107			(8,712,804	)		173,451			(49,035,834	)
Dividends and Distributions to Shareholders from:
Net investment income
Class X Shares		(1,215,369	)		(437,443	)		(2,101,457	)		(647,408	)
Class Y Shares		(1,195,423	)		(479,055	)		(498,225	)		(134,680	)
Net realized gain
Class X Shares		—			—			(20,597,967	)		(20,127,613	)
Class Y Shares		—			—			(5,301,817	)		(4,721,337	)
Total Dividends and Distributions		(2,410,792	)		(916,498	)		(28,499,466	)		(25,631,038	)
Net increase (decrease) from transactions in shares of beneficial interest		41,667			(9,229,477	)		21,015,200			(3,124,164	)
Total Increase (Decrease)		3,267,982			(18,858,779	)		(7,310,815	)		(77,791,036	)
Net Assets:
Beginning of period		27,199,656			46,058,435			87,496,273			165,287,309
End of Period	$	30,467,638		$	27,199,656		$	80,185,458		$	87,496,273
Accumulated Undistributed Net Investment Income	$	1,046,982		$	1,886,536		$	1,803,101		$	2,512,439

141

Morgan Stanley Variable Investment Series

Financial Statements continued

Statements of Changes in Net Assets continued

	Income Builder						Dividend Growth						Global Dividend Growth
	For The Six Months Ended June 30, 2009			For The Year Ended December 31, 2008			For The Six Months Ended June 30, 2009			For The Year Ended December 31, 2008			For The Six Months Ended June 30, 2009			For The Year Ended December 31, 2008
	(unaudited)						(unaudited)						(unaudited)
Increase (Decrease) in Net Assets:
Operations:
Net investment income	$	387,368		$	1,323,971		$	2,206,167		$	5,989,301		$	2,062,037		$	4,283,236
Net realized loss		(4,178,831	)		(846,135	)		(9,038,666	)		(41,866,289	)		(1,944,396	)		(24,882,731	)
Net change in unrealized appreciation/depreciation		4,363,299			(14,007,172	)		10,063,895			(118,615,870	)		(1,569,720	)		(51,605,946	)
Net Increase (Decrease)		571,836			(13,529,336	)		3,231,396			(154,492,858	)		(1,452,079	)		(72,205,441	)
Dividends and Distributions to Shareholders from:
Net investment income
Class X Shares		(528,794	)		(176,967	)		(3,466,136	)		(1,348,818	)		(2,992,150	)		(2,856,039	)
Class Y Shares		(448,809	)		(191,122	)		(986,235	)		(367,487	)		(1,372,445	)		(1,205,469	)
Net realized gain
Class X Shares		(8,092	)		(3,462,208	)		—			—			—			(19,931,578	)
Class Y Shares		(7,525	)		(4,034,191	)		—			—			—			(9,677,516	)
Total Dividends and Distributions		(993,220	)		(7,864,488	)		(4,452,371	)		(1,716,305	)		(4,364,595	)		(33,670,602	)
Net increase (decrease) from transactions in shares of beneficial interest		(2,082,945	)		(9,887,251	)		(14,009,181	)		(85,189,189	)		(2,772,217	)		(4,126,470	)
Total Increase (Decrease)		(2,504,329	)		(31,281,075	)		(15,230,156	)		(241,398,352	)		(8,588,891	)		(110,002,513	)
Net Assets:
Beginning of period		31,680,395			62,961,470			243,609,622			485,007,974			91,856,649			201,859,162
End of Period	$	29,176,066		$	31,680,395		$	228,379,466		$	243,609,622		$	83,267,758		$	91,856,649
Accumulated Undistributed Net Investment Income (Loss)	$	135,354		$	725,589		$	2,187,620		$	4,433,824		$	1,798,317		$	4,100,875

See Notes to Financial Statements
142

	European Equity						Capital Opportunities
	For The Six Months Ended June 30, 2009			For The Year Ended December 31, 2008			For The Six Months Ended June 30, 2009			For The Year Ended December 31, 2008
	(unaudited)						(unaudited)
Increase (Decrease) in Net Assets:
Operations:
Net investment income	$	1,565,838		$	3,542,961		$	446,624		$	90,023
Net realized loss		(5,107,585	)		(4,874,519	)		(11,480,351	)		(22,270,280	)
Net change in unrealized appreciation/depreciation		3,795,302			(62,139,555	)		66,379,402			(160,018,627	)
Net Increase (Decrease)		253,555			(63,471,113	)		55,345,675			(182,198,884	)
Dividends and Distributions to Shareholders from:
Net investment income
Class X Shares		(2,185,883	)		(2,413,005	)		(639,379	)		(635,044	)
Class Y Shares		(624,553	)		(642,298	)		(66,814	)		(146,796	)
Net realized gain
Class X Shares		(2,763,964	)		(16,690,917	)		—			—
Class Y Shares		(880,063	)		(5,203,748	)		—			—
Total Dividends and Distributions		(6,454,463	)		(24,949,968	)		(706,193	)		(781,840	)
Net increase (decrease) from transactions in shares of beneficial interest		66,314			(3,791,426	)		(18,427,839	)		(70,259,908	)
Total Increase (Decrease)		(6,134,594	)		(92,212,507	)		36,211,643			(253,240,632	)
Net Assets:
Beginning of period		75,579,156			167,791,663			185,712,053			438,952,685
End of Period	$	69,444,562		$	75,579,156		$	221,923,696		$	185,712,053
Accumulated Undistributed Net Investment Income (Loss)	$	1,507,002		$	2,751,600		$	(395,731	)	$	(136,162	)

143

Morgan Stanley Variable Investment Series

Financial Statements continued

Statements of Changes in Net Assets continued

	S&P 500 Index						Aggressive Equity
	For The Six Months Ended June 30, 2009			For The Year Ended December 31, 2008			For The Six Months Ended June 30, 2009			For The Year Ended December 31, 2008
	(unaudited)						(unaudited)
Increase (Decrease) in Net Assets:
Operations:
Net investment income (loss)	$	1,154,643		$	3,063,478		$	(14,502	)	$	(172,564	)
Net realized loss		(728,525	)		(610,275	)		(558,864	)		(2,074,666	)
Net change in unrealized appreciation/depreciation		2,566,635			(74,828,095	)		7,123,166			(21,144,566	)
Net Increase (Decrease)		2,992,753			(72,374,892	)		6,549,800			(23,391,796	)
Dividends and Distributions to Shareholders from:
Net investment income
Class X Shares		(976,649	)		(1,233,419	)		—			(40,785	)
Class Y Shares		(2,074,490	)		(2,473,396	)		—			—
Net realized gain
Class X Shares		—			—			—			—
Class Y Shares		—			—			—			—
Total Dividends and Distributions		(3,051,139	)		(3,706,815	)		—			(40,785	)
Net decrease from transactions in shares of beneficial interest		(1,168,149	)		(29,261,336	)		(2,093,821	)		(9,878,008	)
Total Increase (Decrease)		(1,226,535	)		(105,343,043	)		4,455,979			(33,310,589	)
Net Assets:
Beginning of period		113,916,253			219,259,296			22,561,067			55,871,656
End of Period	$	112,689,718		$	113,916,253		$	27,017,046		$	22,561,067
Accumulated Undistributed Net Investment Income	$	1,173,742		$	3,070,238		$	13,787		$	28,289

See Notes to Financial Statements
144

	Strategist
	For The Six Months Ended June 30, 2009			For The Year Ended December 31, 2008
	(unaudited)
Increase (Decrease) in Net Assets:
Operations:
Net investment income (loss)	$	1,142,097		$	5,496,368
Net realized loss		(4,247,230	)		(6,195,603	)
Net change in unrealized appreciation/depreciation		12,721,080			(64,498,692	)
Net Increase (Decrease)		9,615,947			(65,197,927	)
Dividends and Distributions to Shareholders from:
Net investment income
Class X Shares		(3,009,490	)		(1,351,745	)
Class Y Shares		(1,156,509	)		(508,327	)
Net realized gain
Class X Shares		—			(17,620,917	)
Class Y Shares		—			(7,191,427	)
Total Dividends and Distributions		(4,165,999	)		(26,672,416	)
Net decrease from transactions in shares of beneficial interest		(6,898,118	)		(26,332,133	)
Total Increase (Decrease)		(1,448,170	)		(118,202,476	)
Net Assets:
Beginning of period		187,713,481			305,915,957
End of Period	$	186,265,311		$	187,713,481
Accumulated Undistributed Net Investment Income	$	1,274,391		$	4,298,293

145

Morgan Stanley Variable Investment Series

Financial Statements continued

Statements of Changes in Net Assets continued
Summary of Transactions in Shares of Beneficial Interest

	Money Market						Limited Duration						Income Plus
	For The Six Months Ended June 30, 2009			For The Year Ended December 31, 2008			For The Six Months Ended June 30, 2009			For The Year Ended December 31, 2008			For The Six Months Ended June 30, 2009			For The Year Ended December 31, 2008
	(unaudited)						(unaudited)						(unaudited)
Class X Shares
Shares
Sold		9,135,238			39,272,429			196,586			219,481			87,350			318,057
Reinvestment of dividends and distributions		22,824			2,750,646			97,959			45,466			574,012			251,075
Redeemed		(23,699,367	)		(38,086,011	)		(218,110	)		(976,690	)		(1,075,518	)		(3,710,728	)
Net Increase (Decrease) - Class X		(14,541,305	)		3,937,064			76,435			(711,743	)		(414,156	)		(3,141,596	)
Amount
Sold	$	9,135,238		$	39,272,429		$	1,541,772		$	1,951,419		$	842,118		$	3,287,185
Reinvestment of dividends and distributions		22,824			2,750,646			750,368			403,890			5,671,232			2,630,821
Redeemed		(23,699,367	)		(38,086,011	)		(1,708,672	)		(8,136,803	)		(10,311,510	)		(36,737,304	)
Net Increase (Decrease) - Class X	$	(14,541,305	)	$	3,937,064		$	583,468		$	(5,781,494	)	$	(3,798,160	)	$	(30,819,298	)
Class Y Shares
Shares
Sold		12,129,396			62,076,186			219,818			365,769			241,337			549,322
Reinvestment of dividends and distributions		9,174			2,398,335			337,447			165,939			697,250			308,624
Redeemed		(25,638,349	)		(53,885,768	)		(798,738	)		(3,269,102	)		(1,139,079	)		(5,102,030	)
Net Increase (Decrease) - Class Y		(13,499,779	)		10,588,753			(241,473	)		(2,737,394	)		(200,492	)		(4,244,084	)
Amount
Sold	$	12,129,396		$	62,076,186		$	1,705,594		$	3,336,110		$	2,340,183		$	5,807,550
Reinvestment of dividends and distributions		9,174			2,398,335			2,578,098			1,470,642			6,874,880			3,227,663
Redeemed		(25,638,349	)		(53,885,768	)		(6,244,906	)		(27,058,668	)		(10,872,295	)		(50,180,836	)
Net Increase (Decrease) - Class Y	$	(13,499,779	)	$	10,588,753		$	(1,961,214	)	$	(22,251,916	)	$	(1,657,232	)	$	(41,145,623	)

See Notes to Financial Statements
146

	High Yield						Global Infrastructure
	For The Six Months Ended June 30, 2009			For The Year Ended December 31, 2008			For The Six Months Ended June 30, 2009			For The Year Ended December 31, 2008
	(unaudited)						(unaudited)
Class X Shares
Shares
Sold		644,298			439,070			17,328			136,433
Reinvestment of dividends and distributions		1,279,336			394,745			3,071,641			1,279,897
Redeemed		(1,555,061	)		(4,491,763	)		(739,791	)		(1,600,079	)
Net Increase (Decrease) - Class X		368,573			(3,657,948	)		2,349,178			(183,749	)
Amount
Sold	$	597,499		$	468,293		$	181,870		$	2,528,018
Reinvestment of dividends and distributions		1,215,369			437,443			22,699,424			20,775,021
Redeemed		(1,440,752	)		(4,693,944	)		(7,276,242	)		(25,468,846	)
Net Increase (Decrease) - Class X	$	372,116		$	(3,788,208	)	$	15,605,052		$	(2,165,807	)
Class Y Shares
Shares
Sold		149,932			224,818			93,238			65,397
Reinvestment of dividends and distributions		1,258,340			430,638			786,980			299,658
Redeemed		(1,837,552	)		(5,897,980	)		(131,977	)		(436,317	)
Net Increase (Decrease) - Class Y		(429,280	)		(5,242,524	)		748,241			(71,262	)
Amount
Sold	$	136,999		$	237,416		$	917,210		$	1,074,404
Reinvestment of dividends and distributions		1,195,423			479,055			5,800,042			4,856,017
Redeemed		(1,662,871	)		(6,157,740	)		(1,307,104	)		(6,888,778	)
Net Increase (Decrease) - Class Y	$	(330,449	)	$	(5,441,269	)	$	5,410,148		$	(958,357	)

147

Morgan Stanley Variable Investment Series

Financial Statements continued

Statements of Changes in Net Assets continued
Summary of Transactions in Shares of Beneficial Interest

	Income Builder						Dividend Growth						Global Dividend Growth
	For The Six Months Ended June 30, 2009			For The Year Ended December 31, 2008			For The Six Months Ended June 30, 2009			For The Year Ended December 31, 2008			For The Six Months Ended June 30, 2009			For The Year Ended December 31, 2008
	(unaudited)						(unaudited)						(unaudited)
Class X Shares
Shares
Sold		50,584			80,930			19,701			188,631			20,392			88,216
Reinvestment of dividends and distributions		68,133			367,205			321,236			87,699			412,142			2,049,246
Redeemed		(225,579	)		(614,459	)		(1,522,763	)		(4,839,160	)		(799,956	)		(2,174,259	)
Net Decrease - Class X		(106,862	)		(166,324	)		(1,181,826	)		(4,562,830	)		(367,422	)		(36,797	)
Amount
Sold	$	384,732		$	806,302		$	201,723		$	2,972,885		$	146,452		$	1,247,301
Reinvestment of dividends and distributions		536,886			3,639,175			3,466,136			1,348,818			2,992,150			22,787,617
Redeemed		(1,707,353	)		(6,520,735	)		(15,131,394	)		(70,063,288	)		(5,674,597	)		(26,457,893	)
Net Decrease - Class X	$	(785,735	)	$	(2,075,258	)	$	(11,463,535	)	$	(65,741,585	)	$	(2,535,995	)	$	(2,422,975	)
Class Y Shares
Shares
Sold		18,544			61,287			56,636			58,376			108,936			43,315
Reinvestment of dividends and distributions		58,058			427,890			91,572			23,925			190,617			987,567
Redeemed		(252,231	)		(1,237,576	)		(408,793	)		(1,435,936	)		(338,865	)		(1,087,949	)
Net Increase (Decrease) - Class Y		(175,629	)		(748,399	)		(260,585	)		(1,353,635	)		(39,312	)		(57,067	)
Amount
Sold	$	142,517		$	707,013		$	557,965		$	794,273		$	765,913		$	599,490
Reinvestment of dividends and distributions		456,334			4,225,313			986,235			367,487			1,372,445			10,882,985
Redeemed		(1,896,061	)		(12,744,319	)		(4,089,846	)		(20,609,364	)		(2,374,580	)		(13,185,970	)
Net Increase (Decrease) - Class Y	$	(1,297,210	)	$	(7,811,993	)	$	(2,545,646	)	$	(19,447,604	)	$	(236,222	)	$	(1,703,495	)

See Notes to Financial Statements
148

	European Equity						Capital Opportunities
	For The Six Months Ended June 30, 2009			For The Year Ended December 31, 2008			For The Six Months Ended June 30, 2009			For The Year Ended December 31, 2008
	(unaudited)						(unaudited)
Class X Shares
Shares
Sold		12,171			38,114			7,147			86,342
Reinvestment of dividends and distributions		403,082			950,444			26,421			20,244
Redeemed		(451,347	)		(1,061,103	)		(686,507	)		(1,902,212	)
Net Decrease - Class X		(36,094	)		(72,545	)		(652,939	)		(1,795,626	)
Amount
Sold	$	158,876		$	924,340		$	147,799		$	2,683,773
Reinvestment of dividends and distributions		4,949,847			19,103,922			639,379			635,044
Redeemed		(5,272,286	)		(21,953,195	)		(13,801,163	)		(56,132,455	)
Net Decrease - Class X	$	(163,563	)	$	(1,924,933	)	$	(13,013,985	)	$	(52,813,638	)
Class Y Shares
Shares
Sold		5,198			16,951			13,563			188,849
Reinvestment of dividends and distributions		122,926			292,156			2,776			4,703
Redeemed		(113,574	)		(382,417	)		(285,471	)		(768,316	)
Net Increase (Decrease) - Class Y		14,550			(73,310	)		(269,132	)		(574,764	)
Amount
Sold	$	58,127		$	382,064		$	286,190		$	4,731,146
Reinvestment of dividends and distributions		1,504,616			5,846,047			66,814			146,796
Redeemed		(1,332,865	)		(8,094,604	)		(5,766,858	)		(22,324,212	)
Net Increase (Decrease) - Class Y	$	229,878		$	(1,866,493	)	$	(5,413,854	)	$	(17,446,270	)

149

Morgan Stanley Variable Investment Series

Financial Statements continued

Statements of Changes in Net Assets continued
Summary of Transactions in Shares of Beneficial Interest

	S&P 500 Index						Aggressive Equity
	For The Six Months Ended June 30, 2009			For The Year Ended December 31, 2008			For The Six Months Ended June 30, 2009			For The Year Ended December 31, 2008
	(unaudited)						(unaudited)
Class X Shares
Shares
Sold		124,988			204,363			9,788			27,794
Reinvestment of dividends and distributions		117,953			106,605			—			2,460
Redeemed		(330,064	)		(1,144,889	)		(106,189	)		(361,194	)
Net Increase (Decrease) - Class X		(87,123	)		(833,921	)		(96,401	)		(330,940	)
Amount
Sold	$	966,088		$	2,036,301		$	102,285		$	414,384
Reinvestment of dividends and distributions		976,649			1,233,419			—			40,785
Redeemed		(2,503,687	)		(12,941,380	)		(1,068,155	)		(5,409,021	)
Net Increase (Decrease) - Class X	$	(560,950	)	$	(9,671,660	)	$	(965,870	)	$	(4,953,852	)
Class Y Shares
Shares
Sold		268,522			427,594			1,662			45,414
Reinvestment of dividends and distributions		251,758			214,891			—			—
Redeemed		(624,678	)		(2,335,950	)		(118,257	)		(376,129	)
Net Increase (Decrease) - Class Y		(104,398	)		(1,693,465	)		(116,595	)		(330,715	)
Amount
Sold	$	2,091,230		$	4,418,421		$	16,841		$	670,281
Reinvestment of dividends and distributions		2,074,490			2,473,396			—			—
Redeemed		(4,772,919	)		(26,481,493	)		(1,144,792	)		(5,594,437	)
Net Increase (Decrease) - Class Y	$	(607,199	)	$	(19,589,676	)	$	(1,127,951	)	$	(4,924,156	)

See Notes to Financial Statements
150

	Strategist
	For The Six Months Ended June 30, 2009			For The Year Ended December 31, 2008
	(unaudited)
Class X Shares
Shares
Sold		59,780			315,787
Reinvestment of dividends and distributions		274,839			1,454,772
Redeemed		(1,105,373	)		(3,039,684	)
Net Increase (Decrease) - Class X		(770,754	)		(1,269,125	)
Amount
Sold	$	638,690		$	4,422,151
Reinvestment of dividends and distributions		3,009,490			18,972,662
Redeemed		(11,393,800	)		(40,695,307	)
Net Increase (Decrease) - Class X	$	(7,745,620	)	$	(17,300,494	)
Class Y Shares
Shares
Sold		263,792			198,421
Reinvestment of dividends and distributions		105,907			592,076
Redeemed		(303,636	)		(1,478,670	)
Net Increase (Decrease) - Class Y		66,063			(688,173	)
Amount
Sold	$	2,798,653		$	2,749,333
Reinvestment of dividends and distributions		1,156,509			7,699,753
Redeemed		(3,107,660	)		(19,480,725	)
Net Increase (Decrease) - Class Y	$	847,502		$	(9,031,639	)

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Notes to Financial Statements n June 30, 2009 (unaudited)

1. Organization and Accounting Policies

Morgan Stanley Variable Investment Series (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 is offered exclusively to life insurance companies in connection with particular life insurance and/or annuity contracts they offer.

The Fund, organized on February 25, 1983 as a Massachusetts business trust, consists of thirteen Portfolios ("Portfolios") which commenced operations as follows:

PORTFOLIO

COMMENCEMENT OF
OPERATIONS

PORTFOLIO

COMMENCEMENT OF
OPERATIONS

Money Market

March 9, 1984

Global Dividend Growth

February 23, 1994

Limited Duration

May 4, 1999

European Equity

March 1, 1991

Income Plus

March 1, 1987

Capital Opportunities

March 9, 1984

High Yield

March 9, 1984

S&P 500 Index

May 18, 1998

Global Infrastructure

March 1, 1990

Aggressive Equity

May 4, 1999

Income Builder

January 21, 1997

Strategist

March 1, 1987

Dividend Growth

March 1, 1990

On June 5, 2000, the Fund commenced offering one additional class of shares (Class Y shares). The two classes are identical except that Class Y shares incur distribution expenses. Class X shares are generally available to holders of contracts offered by Metropolitan Life Insurance Company and other contracts offered before May 1, 2000. Class Y shares are available to holders of contracts offered on or after June 5, 2000.

The investment objectives of each Portfolio are as follows:

Money Market				Seeks high current income, preservation of capital and liquidity.

Limited Duration				Seeks to provide a high level of current income consistent with the preservation of capital.

Income Plus				Seeks, as its primary objective, to provide a high level of current income and, as a secondary objective, capital appreciation, but only when consistent with its primary objective.

High Yield				Seeks, as its primary objective, to provide a high level of current income and, as a secondary objective, capital appreciation, but only when consistent with its primary objective.

Global Infrastructure				Seeks both capital appreciation and current income.

Income Builder				Seeks, as its primary objective, reasonable income and, as a secondary objective, growth of capital.

Dividend Growth				Seeks to provide reasonable current income and long-term growth of income and capital.

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Global Dividend				Seeks to provide reasonable current income and long-term growth of income and capital. Growth

European Equity				Seeks to maximize the capital appreciation of its investments.

Capital Opportunities				Seeks, as its primary objective, growth of capital and, as a secondary objective, income, but only when consistent with its primary objective.

S&P 500 Index				Seeks to provide investment results that, before expenses, correspond to the total return of the Standards & Poor's 500^® Composite Stock Price Index.

Aggressive Equity				Seeks long-term capital growth.

Strategist				Seeks high total investment return.

The following is a summary of significant accounting policies:

A. Valuation of Investments — Money Market: Portfolio securities are valued at amortized cost which approximates market value, in accordance with Rule 2a-7 under the Act. All remaining Portfolios: (1) 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; (2) 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; (3) all other portfolio securities for which over-the-counter market quotations are readily available are valued 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; (4) credit default/interest rate/asset swaps are marked-to-market daily based upon quotations from market makers; (5) 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; (6) listed options are valued at the latest sale price on the exchange on which they are listed unless no sales of such options have taken place that day, in which case they are valued at the mean between their latest bid and asked price; (7) futures are valued at the latest price published by the commodities exchange on which they trade; (8) when market quotations are not readily available, Morgan Stanley Investment Advisors Inc. (the "Investment Adviser"), and Morgan Stanley Investment Management Limited (the "Sub Adviser"), a wholly- owned subsidiary of Morgan Stanley, 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.

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Occasionally, developments affecting the closing prices of securities and other assets may occur between the times at which valuation of such securities are determined (that is, 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 valuation 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; (9) certain of the Fund's portfolio securities may be valued by an outside pricing service approved by the Trustees; (10) 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 bu siness day; and (11) short-term debt securities having a maturity date of more than sixty days at the 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. Interest income is accrued daily except where collection is not expected. The Fund amortizes premiums and accretes discounts over the life of the respective securities and are included in interest income. Interest income is accrued daily as earned.

C. Repurchase Agreements — The Fund may invest directly with institutions in repurchase agreements. The Fund's custodian receives the collateral, which is marked-to-market daily to determine that the value of the collateral does not decrease below the repurchase price plus accrued interest as earned. If such a decrease occurs, additional collateral will be requested and, when received, will be added to the account to maintain full collateralization.

D. 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.

E. Options — When the Fund writes a call or put option, an amount equal to the premium received is included in the Fund's Statements of Assets and Liabilities as a liability which is subsequently marked-to-market to reflect the current market value of the option written. If a written option either expires or the Fund enters

154

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into a closing purchase transaction, the Fund realizes a gain or loss without regard to any unrealized gain or loss on the underlying security or currency and the liability related to such option is extinguished. If a written call option is exercised, the Fund realizes a gain or loss from the sale of the underlying security and or currency and the proceeds from such sale are increased by the premium originally received. If a written put option is exercised, the amount of the premium originally received reduces the cost of the security which the Fund purchases upon exercise of the option. By writing a covered call option, the Fund, in exchange for the premium, foregoes the opportunity for capital appreciation above the exercise price, should the market price of the underlying security increase. By writing a put option, the Fund, in exchange for the premium, accepts the risk of having to purchase a security at an exercise price th at is above the current market price.

When the Fund purchases a call or put option, the premium paid is recorded as an investment which is subsequently marked-to-market to reflect the current market value. If a purchased option expires, the Fund will realize a loss to the extent of the premium paid. If the Fund enters into a closing sale transaction, a gain or loss is realized for the difference between the proceeds from the sale and the cost of the option. If a put option is exercised, the cost of the security or currency sold upon exercise will be increased by the premium originally paid. If a call option is exercised, the cost of the security purchased upon exercise will be increased by the premium originally paid. The maximum exposure to loss for any purchased option is limited to the premium initially paid for the option.

F. 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 or 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 the time it was closed.

G. 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, 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 gain/loss on

155

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foreign exchange transactions. Pursuant to U.S. federal income tax regulations, certain foreign exchange gains/losses included in realized and unrealized gain/loss 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 held. Forward contracts are valued daily at the appropriate exchange rates. The resultant unrealized exchange gains and losses are recorded as unrealized foreign currency gain or loss. The Fund records realized gains or losses on delivery of the currency or at the time the forward contract is extinguished (compensated) by entering into a closing transaction prior to delivery.

H. 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.

PORTFOLIO	VALUE OF LOANED SECURITIES		VALUE OF COLLATERAL CASH⁽¹⁾
High Yield	$	5,776,006	$	5,991,268
Global Infrastructure		11,155,783		11,665,841	⁽²⁾
Global Dividend		11,093,329		11,551,717
European Equity		2,770,157		2,890,477

⁽¹⁾ The Portfolios received cash collateral which was subsequently invested in Repurchase Agreements and Morgan Stanley Institutional Liquidity Funds as reported in the Portfolio of Investments.

⁽²⁾ As of June 30, 2009 the remaining collateral of $114,675 was received in the form of Foreign Government and Domestic Obligations, which the Portfolio cannot sell or re-pledge and accordingly are not reflected in the Portfolio of Investments.

The Portfolio has the right under the lending agreement to recover the securities from the borrower on demand.

156

Morgan Stanley Variable Investment Series

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The Portfolios have the right under the lending agreement to recover the securities from the borrower on demand.

I. Swaps — Certain Portfolios may enter into credit default swap contracts, a type of credit derivative, for hedging purposes or to gain exposure to a credit or index of credits in which the Portfolio may otherwise invest. A credit default swap is an agreement between two parties to exchange the credit risk of an issuer or index of issuers. A buyer of a credit default swap is said to buy protection by paying periodic fees in return for a contingent payment from the seller if the issuer has a credit event such as bankruptcy, a failure to pay outstanding obligations or deteriorating credit while the swap is outstanding. A seller of a credit default swap is said to sell protection and thus collects the periodic fees and profits if the credit of the issuer remains stable or improves while the swap is outstanding. The seller in a credit default swap c ontract would be required to pay an agreed-upon amount to the buyer in the event of an adverse credit event of the issuer. This agreed-upon amount approximates the notional amount of the swap as disclosed in the table following the Portfolio of Investments and is estimated to be the maximum potential future payment that the seller could be required to make under the credit default swap contract. In the event of an adverse credit event, the seller generally does not have any contractual remedies against the issuer or any other third party. However, if a physical settlement is elected, the seller would receive the defaulted credit and, as a result, become a creditor of the issuer.

The current credit rating of each individual issuer is listed in the table following the Portfolio of Investments and serves as an indicator of the current status of the payment/performance risk of the credit derivative. Alternatively, for credit default swaps on an index of credits, the quoted market prices and current values serve as an indicator of the current status of the payment/performance risk of the credit derivative. Generally, lower credit ratings and increasing market values, in absolute terms, represent a deterioration of the credit and a greater likelihood of an adverse credit event of the issuer.

The Portfolio accrues for the periodic fees on credit default swaps on a daily basis with the net amount accrued recorded within realized gains/losses on swap contracts on the Statement of Operations. Net unrealized gains are recorded as an asset or net unrealized losses are reported as a liability on the Statement of Assets and Liabilities. The change in value of the swap contracts is reported as unrealized gains or losses on the Statement of Operations. Payments received or made upon entering into a credit default swap contract, if any, are recorded as realized gains or losses on the Statement of Operations upon termination or maturity of the swap. Credit default swaps may involve greater risks than if a Portfolio had invested in the issuer directly. Credit default swaps are subject to general market risk, counterparty risk and credit risk.

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The Fund may also enter into interest rate swaps and asset swaps (where parties combine the purchase or sale of a bond/note with an interest rate swap)("swaps") primarily to preserve a return or spread on a particular investment or portion of its portfolio, as a duration management technique or to protect against any increase in the price of securities the Fund anticipates purchasing at a later date. Swaps are contractual agreements to exchange periodic interest payment streams calculated on a predetermined notional principal amount. Swaps generally involve one party paying a fixed interest rate and the other party paying a variable rate. The Fund will usually enter into swaps on a net basis, i.e, the two payment streams are netted out in a cash settlement on the payment date or dates specified in the instrument, with the Fund receiving or paying, as the case may be, only the net amount of the two payments. The Fund accrues the net amount with respect to each swap on a daily basis. This net amount is recorded within realized gains/losses on swap contracts on the Statements of Operations. Risks may arise as a result of the potential inability of the counterparties to meet the terms of their contracts.

Swap agreements are not entered into or traded on exchanges and there is no central clearing or guaranty function for swaps. Therefore, swaps are subject to the risk of default or non-performance by the counterparty. If there is a default by the counterparty to a swap agreement, the Fund will have contractual remedies pursuant to the agreements related to the transaction. Counterparties are required to pledge collateral daily (based on the valuation of each swap) on behalf of the Fund with a value approximately equal to the amount of any unrealized gain. Reciprocally, when the Fund has an unrealized loss on a swap contract, the Fund has instructed the custodian to pledge cash or liquid securities as collateral with a value approximately equal to the amount of the unrealized loss. Collateral pledges are monitored and subsequently adjusted if and when the swap valuations fluctuate. For cash collateral received, the Fund pays a mon thly fee to the counterparty based on the effective rate for Federal Funds.

J. Treasury Inflation-Protected Securities — The Fund may invest in Treasury Inflation-Protected Securities ("TIPS"), including structured bonds in which the principal amount is adjusted daily to keep pace with inflation, as measured by the U.S. Consumer Index for Urban Consumers. The adjustments to principal due to inflation/deflation are reflected as increases/decreases to interest income with a corresponding adjustment to cost. Such adjustments may have a significant impact on the Fund's distributions and may result in a return of capital to shareholders. The repayment of the original bond principal upon maturity is guaranteed by the full faith and credit of the U.S. Government.

K. 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

158

Morgan Stanley Variable Investment Series

Notes to Financial Statements n June 30, 2009 (unaudited) continued

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 taken in a tax return. There are no unrecognized tax benefits in the accompanying financial statements. If applicable, the Fund recognizes interest accrued related to unrecognized tax benefits in interest expense and penalties in other expenses in the Statements of Operations. Each of the tax years in the four-year period ended December 31, 2008, remains subject to examination by taxing authorities.

L. Dividends and Distributions to Shareholders — The Fund records dividends and distributions to its shareholders on the ex-dividend date.

M. Expenses — Direct expenses are charged to the respective Portfolio and general Fund expenses are allocated on the basis of relative net assets or equally among the Portfolios. The expense offset represents a reduction of the custodian fees for earnings on cash balances maintained by a Portfolio.

N. 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.

O. Subsequent Events — The Fund considers events or transactions that occur after the date of the statement of assets and liabilities but before the financial statements are issued to provide additional evidence relative to certain estimates or to identify matters that require additional disclosure. Subsequent events have been evaluated through August 26, 2009, the date of issuance of these financial statements.

2. Investment Advisory/Administration and Sub-Advisory Agreements

Pursuant to an Investment Advisory Agreement, the Fund pays the Investment Adviser an advisory fee, accrued daily and payable monthly, by applying the annual rates listed below to each Portfolios' net assets determined at the close of each business day.

Money Market — 0.45% to the portion of the daily net assets not exceeding $250 million; 0.375% to the portion of the daily net assets exceeding $250 million but not exceeding $750 million; 0.325% to the portion of the daily net assets exceeding $750 million but not exceeding $1.25 billion; 0.30% to the portion of the

159

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daily net assets exceeding $1.25 billion but not exceeding $1.5 billion and 0.275% to the portion of the daily net assets in excess of $1.5 billion.

Limited Duration — 0.30%.

Income Plus — 0.42% to the portion of the daily net assets not exceeding $500 million; 0.35% to the portion of the daily net assets exceeding $500 million but not exceeding $1.25 billion and 0.22% to the portion of the daily net assets in excess of $1.25 billion.

High Yield — 0.42% to the portion of the daily net assets not exceeding $500 million; 0.345% to the portion of the daily net assets exceeding $500 million but not exceeding $750 million; 0.295% to the portion of the daily net assets exceeding $750 million but not exceeding $1 billion; 0.27% to the portion of the daily net assets exceeding $1 billion but not exceeding $2 bil lion; 0.245% to the portion of the daily net assets exceeding $2 billion but not exceeding $3 billion and 0.22% to the portion of the daily net assets in excess of $3 billion.

Global Infrastructure — 0.57% to the portion of the daily net assets not exceeding $500 million; 0.47% to the portion of the daily net assets exceeding $500 million but not exceeding $1 billion; 0.445% to the portion of the daily net assets exceeding $1 billion but not exceeding $1.5 billion; 0.42% to the portion of the daily net assets exceeding $1.5 billion but not exceeding $2.5 billion; 0.395% to the portion of the daily net assets exceeding $2.5 billion but not exceeding $3.5 billion; 0.37% to the portion of the daily net assets exceeding $3.5 billion but not exceeding $5 billion and 0.345% to the portion of the daily net assets in excess of $5 billion.

Income Builder — 0.67% to the portion of the daily net assets not exceeding $500 million and 0.645% to the portion of the daily net assets in excess of $500 million.

Dividend Growth — 0.545% to the portion of the daily net assets not exceeding $250 million; 0.42% to the portion of the daily net assets exceeding $250 million but not exceeding $1 billion; 0.395% to the portion of the daily net assets exceeding $1 billion but not exceeding $2 billion and 0.37% to the portion of the daily net assets in excess of $2 billion.

Global Dividend Growth — 0.67% to the portion of the daily net assets not exceeding $1 billion; 0.645% to the portion of the daily net assets exceeding $1 billion but not exceeding $1.5 billion; 0.62% to the portion of the daily net assets exceeding $1.5 billion but not exceeding $2.5 billion; 0.595% to the portion of the daily net assets exceeding $2.5 billion but not exceeding $3.5 billion; 0.57% to the portion of the daily net assets exceeding $3.5 billion but not exceeding $4.5 billion and 0.545% to the portion of the daily net assets in excess of $4.5 billion

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European Equity — 0.87% to the portion of the daily net assets not exceeding $500 million; 0.82% to the portion of the daily net assets exceeding $500 million but not exceeding $2 billion; 0.77% to the portion of the daily net assets exceeding $2 billion but not exceeding $3 billion and 0.745% to the portion of the daily net assets in excess of $3 billion.

Capital Opportunities — 0.42% to the portion of the daily net assets not exceeding $1 billion; 0.395% to the portion of the daily net assets exceeding $1 billion but not exceeding $2 billion and 0.37% to the portion of the daily net assets in excess of $2 billion.

S&P 500 Index — 0.12% to the portion of the daily net assets not exceeding $2 billion and 0.10% to the portion of the daily net assets in excess of $2 billion.

Aggressive Equity — 0.67% to the portion of the daily net assets not exceeding $500 million; 0.645% to the portion of the daily net assets exceeding $500 million but not exceeding $2 billion; 0.62% to the portion of the daily net assets exceeding $2 billion but not exceeding $3 billion and 0.595% to the portion of the daily net assets in excess of $3 billion.

Strategist — 0.42% to the portion of the daily net assets not exceeding $1.5 billion and 0.395% to the portion of the daily net assets in excess of $1.5 billion.

Under the Sub-Advisory Agreement between the Investment Adviser and the Sub-Adviser, the Sub-Adviser provides Income Plus, Global Infrastructure, Global Dividend Growth and European Equity with investment advisory services, subject to the overall supervision of the Investment Adviser and the Fund's Officers and Trustees. The Investment Adviser pays the Sub-Adviser on a monthly basis a portion of the net advisory fees the Investment Adviser receives from each Portfolio.

The Investment Adviser has voluntarily agreed to cap European Equity and S&P 500 Index's operating expenses (except for brokerage and 12b-1 fees) by assuming the Portfolio's "other expenses" and/or waiving the Portfolio's advisory fees, and Morgan Stanley Services Company Inc. (the "Administrator") has agreed to waive the Portfolio's administrative fees, to the extent such operating expenses exceed 1.00% and 0.40%, respectively, of the average daily net assets of the Portfolio on an annualized basis.

Pursuant to an Administration Agreement with the Administrator, an affiliate of the Investment Adviser and Sub-Adviser, each Portfolio pays an administration fee, accrued daily and payable monthly, by applying the annual rate of 0.08% (Money Market 0.05%) to the Portfolio's daily net assets.

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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, Administrator and Sub-Adviser. The Fund has adopted a Plan of Distribution (the "Plan") pursuant to Rule 12b-1 under the Act. Under the Plan, Class Y shares of each Portfolio bear a distribution fee which is accrued daily and paid monthly at the annual rate of 0.25% of the average daily net assets of the class.

The Distributor, Investment Adviser and Administrator have voluntarily agreed to waive all or a portion of the Money Market Portfolio's distribution fee, investment advisory fee and administration fee, respectively, to the extent that total expenses exceed total income of the Money Market Portfolio on a daily basis. For the six months ended June 30, 2009, the Distributor waived $117,622 and the Investment Adviser waived $101,317. This waiver may be terminated at any time.

4. Security Transactions and Transactions with Affiliates

Each Portfolio (except Money Market) may invest 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 Portfolio are reduced by an amount equal to the advisory and administrative services fees paid by Morgan Stanley Institutional Liquidity Funds – Money Market Portfolio – Institutional Class with respect to assets invested by the Portfolio in Morgan Stanley Institutional Liquidity Funds-Money Market Portfolio – Institutional Class. For the six months ended June 30, 2009, the tables below identifies, for each Portfolio that invested in Morgan Stanley Institutional Liquidity Funds – Money Market Portfolio – Institutional Class, that amount by which that Portfolio's advisory fees were reduced in relation to that Portfolio's investment in Morgan Stanley Institutional Liquidity Funds – Money Market Portfolio – Institutional Class.

In addition, the table also identifies the income distributions earned, if any, by each Portfolio for that Portfolio's investment in Morgan Stanley Institutional Liquidity Funds – Money Market Portfolio – Institutional Class.

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Income distributions are recorded as "dividends from affiliate" in the Statement of Operations.

PORTFOLIO	INCOME DISTRIBUTION EARNED		INVESTMENT ADVISORY REDUCTION
Limited Duration	$	5,133	$	1,515
Income Plus		7,645		2,172
High Yield		3,540		1,045
Global Infrastructure		1,338		583
Income Builder		2,684		874
Dividend Growth		6,531		1,854
Global Dividend Growth		3,059		979
European Equity		1,950		576
Capital Opportunities		7,727		2,903
S&P 500 Index		2,701		709
Aggressive Equity		2,302		694
Strategist		72,413		22,647

During the six months ended June 30, 2009, each Portfolio's cost of purchases and proceeds from sales of investments in Morgan Stanley Institutional Liquidity Funds – Money Market Portfolio – Institutional Class were as follows:

PORTFOLIO	PURCHASES		SALES
Limited Duration	$	44,861,153	$	45,575,627
Income Plus		69,920,525		73,140,269
High Yield		7,063,337		7,296,812
Global Infrastructure		29,810,765		29,715,167
Income Builder		7,739,667		8,028,455
Dividend Growth		18,585,106		19,176,963
Global Dividend Growth		16,225,601		17,455,256
European Equity		7,627,750		8,446,972
Capital Opportunities		26,774,400		28,189,292
S&P 500 Index		3,933,202		6,486,378
Aggressive Equity		2,315,136		3,455,531
Strategist		30,845,077		41,979,307

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Purchases and sales/prepayments/maturities of portfolio securities, excluding short-term investments (except Money Market), for the six months ended June 30, 2009 were as follows:

	U.S. GOVERNMENT SECURITIES				OTHER
	PURCHASES		SALES/PREPAYMENTS/ MATURITIES		PURCHASES		SALES/PREPAYMENTS/ MATURITIES
Money Market		—		—	$	11,564,084,944	$	11,594,569,918
Limited Duration	$	28,956,782	$	15,475,514		30,951,558		24,597,080
Income Plus		1,880,559		—		89,954,389		92,933,940
High Yield		—		—		13,543,866		13,946,662
Global Infrastructure		—		—		96,919,833		102,159,206
Income Builder		—		—		7,558,751		9,927,800
Dividend Growth		—		—		35,033,069		48,897,790
Global Dividend Growth		—		—		30,314,454		36,085,088
European Equity		—		—		7,660,843		11,706,812
Capital Opportunities		—		—		17,979,399		34,815,332
S&P 500 Index		—		—		2,153,259		2,849,751
Aggressive Equity		—		—		2,209,351		3,177,307
Strategist		34,831,793		31,863,165		43,276,658		47,961,530

On October 23, 2007, a security owned by the Money Market Portfolio ("Portfolio") was subject to a credit downgrade by a rating agency. As a result of this downgrade, the Investment Adviser determined that the security was no longer an eligible security for the Portfolio to own. As a result, the Investment Adviser purchased the security from the Portfolio at amortized cost plus accrued interest. Prior to the purchase, the Portfolio owned $3,000,000 par value of this security. Had this security been sold to a third party, the Portfolio would have realized a loss of approximately $299,893. As a result, this estimated loss along with an offsetting p ayment from the Investment Adviser was reflected in the Statement of Changes in Net Assets. The net result of this transaction, including the purchase of the security at amortized cost by the Investment Adviser, had no impact on the Portfolio's net assets, net asset value per share or net investment income.

On November 23, 2007, the Investment Adviser purchased at amortized cost from the Money Market Portfolio, a security with a par value of $1,077,000. Although this security remained eligible under SEC Rule 2a-7 to be held by the Portfolio, due to deterioration in the assets underlying this holding, the Investment Adviser believed it appropriate to eliminate the Portfolio's exposure to this security by purchasing it from the Portfolio at amortized cost. The Investment Adviser sought and received "no action" relief from the SEC staff. Had this security been sold to a third party, the Portfolio would have realized a loss of approximately $13,408. As a result, this estimated loss along with offsetting payments from the Investment Adviser was reflected in the Statement of Changes in Net Assets. The net result of this

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transaction, including the purchase of the security at amortized cost by the Investment Adviser, had no impact on the Portfolio's net assets, net asset value per share or net investment income.

The following Portfolios had transactions with the following affiliates of the Fund:

PORTFOLIO	ISSUER	PURCHASES		SALES/ MATURITIES			NET REALIZED GAINS(LOSS)			INCOME		VALUE
Limited Duration	MetLife Global		—	$	273,124		$	(11,608	)	$	14,660	$	483,342
Income Plus	MetLife, Inc.	$	1,588,753		(613,392	)		1,257			35,866		1,889,534
Dividend Growth	Allstate Corp. (The)		—		—			—			57,728		3,521,408
	MetLife, Inc.		—		—			—			—		2,630,527
S&P 500 Index	Allstate Corp. (The)		—		—			—			3,027		184,659
	MetLife, Inc.		8,923		—			—			—		332,511
	Morgan Stanley		88,960		—			—			5,049		521,676
	Citigroup Inc.		—		—			—			770		228,550
Strategist	Allstate Corp. (The)		50,461		720,949			(307,329	)		496		116,958
	MetLife, Inc.		40,504		—			—			3,019		54,188

The following Portfolio had transactions with Mitsubishi UFJ Financial Group, Inc., an affiliate of the Investment Adviser, Distributor, Sub-Adviser and Administrator:

PORTFOLIO				PURCHASES				SALES				NET REALIZED GAIN(LOSS)				INCOME				VALUE
Income Builder					—				—				—			$	274			$	35,606

For the period June 1, 2009 through June 30, 2009 the following Portfolios had transactions with Citigroup, Inc. an affiliate of the Investment Adviser, Distributor, Sub-Adviser and Administrator:

PORTFOLIO	PURCHASES		SALES		NET REALIZED GAIN(LOSS)			INCOME		VALUE
Limited Duration		—		—		—		$	6,245	$	2,558,859
Income Plus	$	701,420		—		—			31,255		5,549,515
Strategist		—	$	229,667	$	(30,372	)		1,920		983,616

The following Portfolios had transactions with other Morgan Stanley funds during the six months ended June 30, 2009:

	PURCHASES		SALES		NET REALIZED GAINS(LOSS)
Capital Opportunities	$	461,151	$	920,089	$	(731,126	)
Aggressive Equity		56,141		913,722		(136,447	)

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For the six months ended June 30, 2009, the following Portfolios incurred brokerage commissions with Morgan Stanley & Co., Inc., an affiliate of the Investment Adviser, Sub-Adviser, Administrator and Distributor, for portfolio transactions executed on behalf of each Portfolio:

INCOME BUILDER				DIVIDEND GROWTH				GLOBAL DIVIDEND				CAPITAL OPPORTUNITIES				AGGRESSIVE EQUITY				STRATEGIST
$	1,022			$	964			$	1,442			$	9,559			$	830			$	30,445

For the period June 1, 2009 to June 30, 2009, Global Infrastructure incurred $58 in brokerage commissions with Citigroup Inc., an affiliate of the Investment Adviser, Administrator, Sub-Adviser and Distributor for Portfolio transactions executed on behalf of the Portfolio.

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

The Fund has an unfunded noncontributory defined benefit pension plan covering certain independent Trustees of the Fund who will have served as independent Trustees for at least five years at the time of retirement. Benefits under this plan are based on factors which include years of service and compensation. The Trustees voted to close the plan to new participants and eliminate the future benefits growth due to increases to compensation after July 31, 2003.

Aggregate pension costs for the six months ended June 30, 2009, included in "trustees' fees and expenses" in the Statements of Operations and the accrued pension liability included in "accrued expenses and other payables" in the Statements of Assets and Liabilities are as follows:

AGGREGATE PENSION COSTS

MONEY MARKET		LIMITED DURATION		INCOME PLUS		HIGH YIELD		GLOBAL INFRASTRUCTURE		INCOME BUILDER		DIVIDEND GROWTH		GLOBAL DIVIDEND GROWTH
$	237	$	156	$	400	$	74	$	161	$	47	$	780	$	226
EUROPEAN EQUITY		CAPITAL OPPORTUNITIES		S&P 500 INDEX		AGGRESSIVE EQUITY		STRATEGIST
$	185	$	536	$	228	$	56	$	300

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ACCRUED PENSION LIABILITY

MONEY MARKET		LIMITED DURATION		INCOME PLUS		HIGH YIELD		GLOBAL INFRASTRUCTURE		INCOME BUILDER		DIVIDEND GROWTH		GLOBAL DIVIDEND GROWTH
$	11,388	$	115	$	7,289	$	3,999	$	5,878	$	855	$	12,716	$	1,389
EUROPEAN EQUITY		CAPITAL OPPORTUNITIES		S&P 500 INDEX		AGGRESSIVE EQUITY		STRATEGIST
$	1,787	$	7,339	$	121	$	951	$	8,227

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. 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 December 31, 2008, the following Portfolios had a net capital loss carryforward which may be used to offset future capital gains to the extent provided by regulations:

	(AMOUNTS IN THOUSANDS)
AVAILABLE THROUGH DECEMBER 31,	2009		2010		2011		2012		2013		2014		2015		2016		TOTAL
Limited Duration		—	$	328	$	1,546	$	4,026	$	1,267	$	2,232	$	1,063	$	17,119	$	27,581
Income Plus		—		16,864		—		—		—		—		5,172		19,232		41,268
High Yield	$	47,273		63,495		81,458		24,098		15,737		6,219		—		1,794		240,074
Dividend Growth		—		106,916		48,222		—		—		—		—		19,064		174,202
Global Dividend Growth		—		—		—		—		—		—		—		3,031		3,031
Capital Opportunities		197,616		130,806		—		—		—		—		—		20,356		348,778
S& P 500 Index		—		8,964		—		3,450		9,726		5,449		—		—		27,589
Aggressive Equity		14,979		13,085		—		—		—		—		—		1,598		29,662
Strategist		—		—		—		—		—		—		—		3,141		3,141

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At December 31, 2008, the primary reason(s) for significant temporary book/tax differences were as follows:

	TEMPORARY DIFFERENCES
	POST-OCTOBER LOSSES	LOSS DEFERRALS FROM WASH SALES
Limited Duration	•	•
Income Plus	•	•
High Yield	•	•
Global Infrastructure		•
Income Builder	•	•
Dividend Growth	•	•
Global Dividend Growth	•	•
European Equity	•	•
Capital Opportunities		•
S &P 500 Index	•	•
Aggressive Equity	•	•
Strategist	•	•

Additionally, the following Portfolios had other temporary differences: Global Infrastructure, Global Dividend Growth, — income from the mark-to-market of forward foreign currency contracts; Global dividend Growth, European Equity — foreign tax credit pass-through; Limited Duration, Income Plus, S&P 500 Index, Strategist — capital gain/loss from the mark-to-market of futures contracts and/or options contracts; High Yield — income on bonds in default.

6. Purposes of and Risks Relating to Certain Financial Instruments

Certain Portfolios 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.

Certain Portfolios may invest in mortgage securities, including securities issued by Federal National Mortgage Assoc. ("FNMA") and Federal Home Loan Mortgage Corp. ("FHLMC"). These are fixed income securities that derive their value from or represent interests in a pool of mortgages or mortgage securities. An unexpectedly high rate of defaults on the mortgages held by a mortgage pool may adversely affect the value of a mortgage-backed security and could result in losses to the Portfolio. The risk of such defaults is generally higher in the case of mortgage pools that include sub-prime mortgages. Sub-prime mortgages refer

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to loans made to borrowers with weakened credit histories or with a lower capacity to make timely payments on their mortgages. The securities held by the Portfolio's are not backed by subprime borrowers.

Additionally, securities issued by FNMA and FHLMC are not backed by or entitled to the full faith and credit of the United States and are supported by the right of the issuer to borrow from the Treasury.

On September 7, 2008, the Federal Housing Finance Agency ("FHFA") was appointed as conservator of FNMA and FHLMC. In addition, the U.S. Department of the Treasury has agreed to provide capital as needed to ensure FNMA and FHLMC continue to provide liquidity to the housing and mortgage markets.

At June 30, 2009, European Equity's investments in securities of issuers in the United Kingdom and Switzerland represented 41.0% and 15.2%, respectively, of the Portfolio's net assets. Global Dividend Growth's investments in securities of issuers in the United Kingdom represented 16.4% of the Portfolio'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 developme nts in these countries.

7. Fair Valuation Measurements

The Fund adopted FASB Statement of Financial Accounting Standards No. 157, Fair Value Measurements ("SFAS 157"), effective January 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 — unadjusted 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 risk, etc.)

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

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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 June 30, 2009 in valuing the Fund's investments carried at value:

			Fair Value Measurements at June 30, 2009 Using
Investment Type	Total		Unadjusted Quoted Prices In Active Market for Identical Investments (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Money Market
Short-Term Investments
Commercial Paper	$	81,468,694		—	$	81,468,694		—
Repurchase Agreements		59,501,000		—		59,501,000		—
Floating Rate Notes — Corporate		16,000,000		—		16,000,000		—
Floating Rate Notes — US Government Agencies		14,992,695		—		14,992,695		—
Certificates of Deposit		14,000,003		—		14,000,003		—
Time Deposits		11,000,000		—		11,000,000		—
Total	$	196,962,392		—	$	196,962,392		—
Limited Duration
Assets
Asset-Backed Securities	$	8,399,465		—	$	8,399,465		—
Collateralized Mortgage Obligations — U.S. Government Agency		498,414		—		498,414		—
Corporate Bonds		35,642,317		—		35,642,317		—
Foreign Government Obligation		291,950		—		291,950		—
Mortgage-Backed Securities — U.S. Government Agencies		1,253,999		—		1,253,999		—
U.S. Government Agencies & Obligations		27,319,859		—		27,319,859		—

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					Fair Value Measurements at June 30, 2009 Using
Investment Type	Total			��	Unadjusted Quoted Prices In Active Market for Identical Investments (Level 1)			Significant Other Observable Inputs (Level 2)			Significant Unobservable Inputs (Level 3)
Short-Term Investments						—			—			—
Investment Company	$	1,660,729			$	1,660,729			—			—
US Government Agency & Obligation		2,203,502				—		$	2,203,502			—
Total Short-Term Investments		3,864,231				1,660,729			2,203,502			—
Futures		123,352				123,352			—			—
Interest Rate Swaps		65,928				—			65,928			—
Options		7,000				7,000			—			—
Total Assets	$	77,466,515			$	1,791,081		$	75,675,434			—
Liabilities
Futures	$	(36,726	)		$	(36,726	)		—			—
Interest Rate Swaps		(389,185	)			—		$	(389,185	)		—
Options		(369	)			(369	)		—			—
Total Liabilities	$	(426,280	)		$	(37,095	)	$	(389,185	)		—
Income Plus
Assets
Collateralized Mortgage Obligations — Private Issues	$	1,438,355				—		$	1,438,355			—
Corporate Bonds		238,411,411				—			238,411,411			—
Foreign Government Obligation		718,578				—			718,578			—
Mortgage-Backed Security — U.S. Government Agency		3,133				—			3,133			—
Municipal Bonds		577,218				—			577,218			—
U.S. Government Obligation		1,334,226				—			1,334,226			—
Short-Term Investments
Investment Company		1,430,334			$	1,430,334			—			—
U.S. Government Obligation		2,522,462				—			2,522,462			—
Total Short-Term Investments		3,952,796				1,430,334			2,522,462			—
Asset Swap		20,909				—			20,909			—
Credit Default Swaps		123,973				—			123,973			—
Futures		164,833				164,833			—			—
Total Assets	$	246,745,432			$	1,595,167		$	245,150,265			—

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				Fair Value Measurements at June 30, 2009 Using
Investment Type	Total			Unadjusted Quoted Prices In Active Market for Identical Investments (Level 1)			Significant Other Observable Inputs (Level 2)			Significant Unobservable Inputs (Level 3)
Liabilities
Credit Default Swaps	$	(295,033	)		—		$	(295,033	)		—
Futures		(338,141	)	$	(338,141	)		—			—
Total Liabilities	$	(633,174	)	$	(338,141	)	$	(295,033	)		—
High Yield
Assets
Common Stocks
Casino/Gaming	$	0			—			—		$	0
Food: Specialty/Candy		0			—			—			0
Restaurants		26,992			—			—			26,992
Specialty Telecommunications		127			—			—			127
Textiles		0			—			—			0
Wireless Telecommunications		6,648		$	6,648			—			—
Total Common Stocks		33,767			6,648			—			27,119
Warrants
Casino/Gaming		0			—			—			0
Specialty Telecommunications		0			—			—			0
Total Warrants		0			—			—			0
Preferred Stocks		73,982			—		$	73,982			—
Convertible Bonds		431,050			—			431,050			—
Corporate Bonds		27,960,336			—			27,960,336			—
Senior Loans		384,759			—			384,759			—
Short-Term Investments					—			—			—
Investment Company		5,864,505			5,864,505			—			—
Repurchase Agreements		1,311,667			—			1,311,667			—
Total Short-Term Investments		7,176,172			5,864,505			1,311,667			—
Total Assets	$	36,060,066		$	5,871,153		$	30,161,794		$	27,119
Global Infrastructure
Assets
Common Stocks
Building Products	$	421,550			—		$	421,550
Construction		1,229,367			—			1,229,367
Construction Materials		246,495			—			246,495
Electric Utilities		21,268,631		$	7,049,400			14,219,231
Energy		4,788,924			4,788,924			—

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			Fair Value Measurements at June 30, 2009 Using
Investment Type	Total		Unadjusted Quoted Prices In Active Market for Identical Investments (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Engineering	$	680,707		—	$	680,707
Engineering & Construction		5,882,778	$	1,987,360		3,895,418
Environmental Services		387,398		—		387,398
Gas Distributors		5,898,576		2,807,586		3,090,990
Investment Managers		109,603		—		109,603
Investment Trusts/Mutual Funds		1,095,189		—		1,095,189
Major Telecommunications		4,589,509		128,427		4,461,082
Manufacturers		412,556		—		412,556
Marine Shipping		4,226,680		50,461		4,176,219
Alternative Power Generation		584,495		584,495		—
Miscellaneous Commercial Services		647,258		—		647,258
Miscellaneous Manufacturing		202,958		—		202,958
Natural Gas-Pipelines		88,312		88,312		—
Oil & Gas Pipelines		3,596,133		3,434,346		161,787
Oil & Gas Production		538,650		538,650		—
Other Transportation		19,562,744		2,363,984		17,198,760
Railroads		90,896		—		90,896
Shipping		165,101		57,276		107,825
Specialty Telecommunications		578,750		—		578,750
Telecommunications Equipment		437,891		—		437,891
Transportation		434,212		1,614		432,598
Utilities		96,971		—		96,971
Warehouse		175,642		—		175,642
Water Utilities		220,170		220,170		—
Wireless Telecommunications		651,300		435,185		216,115
Total Common Stocks		79,309,446		24,536,190		54,773,256		—
Preferred Stocks		960,611		960,611		—		—
Rights		85		—		85		—
Short-Term Investments
Investment Company		9,697,595		9,697,595		—		—
Repurchase Agreements		2,691,388		—		2,691,388		—
Total Short-Term Investments		12,388,983		9,697,595		2,691,388		—
Forward Contracts		16,731		—		16,731		—
Total Assets	$	92,675,856	$	35,194,396	$	57,481,460		—

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				Fair Value Measurements at June 30, 2009 Using
Investment Type	Total			Unadjusted Quoted Prices In Active Market for Identical Investments (Level 1)		Significant Other Observable Inputs (Level 2)			Significant Unobservable Inputs (Level 3)
Liabilities
Forward Contracts	$	(156,489	)		—	$	(156,489	)		—
Income Builder
Assets
Common Stocks
Aerospace & Defense	$	225,350		$	225,350		—			—
Apparel/Footwear Retail		116,440			116,440		—			—
Auto Parts: OEM		123,711			123,711		—			—
Beverages: Non-Alcoholic		138,691			138,691		—			—
Cable/Satellite TV		494,908			494,908		—			—
Chemicals: Major Diversified		258,888			258,888		—			—
Computer Communications		303,832			303,832		—			—
Computer Peripherals		61,046			61,046		—			—
Computer Processing Hardware		337,067			337,067		—			—
Department Stores		152,645			152,645		—			—
Discount Stores		67,332			67,332		—			—
Drugstore Chains		185,220			185,220		—			—
Electric Utilities		798,291			798,291		—			—
Electronic Equipment/Instruments		209,193			209,193		—			—
Electronic Production Equipment		301,137			301,137		—			—
Electronics/Appliances		272,306			272,306		—			—
Financial Conglomerates		972,909			972,909		—			—
Food: Major Diversified		388,331			388,331		—			—
Food: Specialty/Candy		452,016			452,016		—			—
Home Improvement Chains		407,145			407,145		—			—
Household/Personal Care		207,128			207,128		—			—
Industrial Conglomerates		871,625			871,625		—			—
Insurance Brokers/Services		644,703			644,703		—			—
Integrated Oil		1,208,591			1,208,591		—			—
Investment Banks/Brokers		268,941			268,941		—			—
Investment Managers		42,480			42,480		—			—
Major Banks		733,414			668,713	$	64,701			—
Major Telecommunications		465,221			465,221		—			—
Media Conglomerates		934,244			934,244		—			—
Medical Distributors		135,947			135,947		—			—
Medical Specialties		468,484			468,484		—			—
Miscellaneous Manufacturing		152,413			152,413		—			—

174

Morgan Stanley Variable Investment Series

Notes to Financial Statements n June 30, 2009 (unaudited) continued

			Fair Value Measurements at June 30, 2009 Using
Investment Type	Total		Unadjusted Quoted Prices In Active Market for Identical Investments (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Motor Vehicles	$	91,181	$	91,181		—		—
Oil & Gas Production		1,029,471		1,029,471		—		—
Oilfield Services/Equipment		274,506		274,506		—		—
Other Consumer Services		433,903		433,903		—		—
Packaged Software		51,286		51,286		—		—
Personnel Services		242,580		242,580		—		—
Pharmaceuticals: Major		1,182,970		1,182,970		—		—
Precious Metals		427,659		427,659		—		—
Property/Casualty Insurers		671,407		671,407		—		—
Regional Banks		37,787		37,787		—		—
Restaurants		163,207		163,207		—		—
Semiconductors		214,968		214,968		—		—
Tobacco		95,964		95,964		—		—
Total Common Stocks		17,316,538		17,251,837	$	64,701		—
Convertible Preferred Stock		1,132,610		—		1,132,610		—
Corporate Bonds		9,344,543		—		9,344,543		—
Short-Term Investments
Investment Company		1,274,606		1,274,606		—		—
Total Assets	$	29,068,297	$	18,526,443	$	10,541,854		—
Dividend Growth
Assets
Common Stocks
Aerospace & Defense	$	8,527,545	$	8,527,545		—		—
Agricultural Commodities/Milling		4,694,077		4,694,077		—		—
Apparel/Footwear		4,795,285		4,795,285		—		—
Apparel/Footwear Retail		3,697,052		3,697,052		—		—
Biotechnology		2,911,700		2,911,700		—		—
Chemicals: Agricultural		3,050,765		3,050,765		—		—
Computer Processing Hardware		8,074,412		8,074,412		—		—
Contract Drilling		4,536,890		4,536,890		—		—
Drugstore Chains		4,604,801		4,604,801		—		—
Electric Utilities		9,079,769		9,079,769		—		—
Engineering & Construction		6,472,336		6,472,336		—		—
Financial Conglomerates		4,418,336		4,418,336		—		—
Hotels/Resorts/Cruiselines		2,066,069		2,066,069		—		—
Household/Personal Care		3,401,931		3,401,931		—		—
Industrial Conglomerates		9,319,603		9,319,603		—		—

175

Morgan Stanley Variable Investment Series

Notes to Financial Statements n June 30, 2009 (unaudited) continued

			Fair Value Measurements at June 30, 2009 Using
Investment Type	Total		Unadjusted Quoted Prices In Active Market for Identical Investments (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Industrial Machinery	$	1,772,801	$	1,772,801		—		—
Information Technology Services		7,176,156		7,176,156		—		—
Integrated Oil		16,800,291		16,800,291		—		—
Internet Retail		3,172,962		3,172,962		—		—
Internet Software/Services		3,748,357		3,748,357		—		—
Investment Banks/Brokers		3,358,388		3,358,388		—		—
Life/Health Insurance		5,583,766		5,583,766		—		—
Major Banks		6,707,131		6,707,131		—		—
Major Telecommunications		4,163,184		4,163,184		—		—
Managed Health Care		8,617,345		8,617,345		—		—
Media Conglomerates		4,284,088		4,284,088		—		—
Office Equipment/Supplies		2,152,561		2,152,561		—		—
Oil & Gas Production		38		38		—		—
Oil Refining/Marketing		3,538,117		3,538,117		—		—
Oilfield Services/Equipment		2,811,060		2,811,060		—		—
Packaged Software		12,089,722		12,089,722		—		—
Pharmaceuticals: Generic Drugs		4,808,237		4,808,237		—		—
Pharmaceuticals: Major		18,531,498		18,531,498		—		—
Property/Casualty Insurers		8,067,263		8,067,263		—		—
Pulp & Paper		2,272,375		2,272,375		—		—
Railroads		4,073,873		4,073,873		—		—
Restaurants		6,044,499		6,044,499		—		—
Specialty Telecommunications		629		629		—		—
Steel		2,596,154		2,596,154		—		—
Tobacco		10,679,859		10,679,859		—		—
Trucks/Construction/Farm Machinery		2,701,020		2,701,020		—		—
Total Common Stocks		225,401,945		225,401,945		—		—
Short-Term Investments
Investment Company		2,877,525		2,877,525		—		—
Total Assets	$	228,279,470	$	228,279,470		—		—

176

Morgan Stanley Variable Investment Series

Notes to Financial Statements n June 30, 2009 (unaudited) continued

			Fair Value Measurements at June 30, 2009 Using
Investment Type	Total		Unadjusted Quoted Prices In Active Market for Identical Investments (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Global Dividend Growth
Assets
Common Stocks
Aerospace & Defense	$	439,758		—	$	439,758		—
Air Freight/Couriers		887,785		—		887,785		—
Beverages: Alcoholic		706,025		—		706,025		—
Beverages: Non-Alcoholic		1,009,797		—		1,009,797		—
Casino/Gaming		919,979		—		919,979		—
Chemicals: Major Diversified		747,822	$	747,822		—		—
Construction Materials		1,417,167		—		1,417,167		—
Electric Utilities		4,788,981		1,715,843		3,073,138		—
Electronic Components		2,273,015		—		2,273,015		—
Electronic Equipment/Instruments		854,855		854,855		—		—
Financial Publishing/Services		1,678,542		1,678,542		—		—
Food: Major Diversified		923,410		—		923,410		—
Gas Distributors		1,134,823		—		1,134,823		—
Household/Personal Care				1,930,787		1,930,787		—
Industrial Conglomerates		822,394		—		822,394		—
Industrial Machinery		2,525,714		—		2,525,714		—
Industrial Specialties		578,186		—		578,186		—
Insurance Brokers/Services		1,218,444		1,218,444		—		—
Integrated Oil		6,750,117		—		6,750,117		—
Major Banks		1,720,721		661,820		1,058,901		—
Major Telecommunications		8,341,397		3,657,450		4,683,947		—
Metal Fabrications		847,634		—		847,634		—
Miscellaneous Manufacturing		673,315		—		673,315		—
Multi-Line Insurance		1,924,544		—		1,924,544		—
Office Equipment/Supplies		1,397,155		761,207		635,948		—
Other Consumer Services		408,158		—		408,158		—
Other Metals/Minerals		482,999		—		482,999		—
Other Transportation		912,040		—		912,040		—
Pharmaceuticals: Major		7,706,781		4,446,206		3,260,575		—
Publishing: Books/Magazines		4,445,791		—		4,445,791		—
Publishing: Newspapers		570,522		—		570,522		—
Real Estate Development		754,126		—		754,126		—
Real Estate Investment Trusts		1,448,430		829,649		618,781		—
Recreational Products		1,482,570		—		1,482,570		—
Regional Banks		940,643		—		940,643		—

177

Morgan Stanley Variable Investment Series

Notes to Financial Statements n June 30, 2009 (unaudited) continued

				Fair Value Measurements at June 30, 2009 Using
Investment Type	Total			Unadjusted Quoted Prices In Active Market for Identical Investments (Level 1)		Significant Other Observable Inputs (Level 2)			Significant Unobservable Inputs (Level 3)
Semiconductors	$	1,258,793		$	1,258,793		—			—
Specialty Insurance		602,576			—	$	602,576			—
Steel		671,006			—		671,006			—
Telecommunication Equipment		366,347			—		366,347			—
Tobacco		8,546,635			6,094,167		2,452,468			—
Trucks/Construction/Farm Machinery		446,037			—		446,037			—
Wireless Telecommunications		3,037,251			—		3,037,251			—
Total Common Stocks		80,593,072			25,855,585		54,737,487			—
Rights		139,126			—		139,126			—
Short-Term Investments
Investment Company		9,911,375			9,911,375		—			—
Repurchase Agreements		2,529,015			—		2,529,015			—
Total Short-Term Investments		12,440,390			9,911,375		2,529,015			—
Forward Contracts		3,569			—		3,569			—
Total Assets	$	93,176,157		$	35,766,960	$	57,409,197			—
Liabilities
Forward Contracts	$	(108,559	)		—	$	(108,559	)		—
European Equity
Assets
Common Stocks
Aerospace & Defense	$	2,800,662			—	$	2,800,662			—
Auto Parts: OEM		862,534			—		862,534			—
Electric Utilities		875,660			—		875,660			—
Electrical Products		1,283,184			—		1,283,184			—
Financial Conglomerates		1,302,764			—		1,302,764			—
Food Retail		2,995,047			—		2,995,047			—
Food: Major Diversified		3,260,270			—		3,260,270			—
Gas Distributors		1,645,507			—		1,645,507			—
Home Improvement Chains		589,300			—		589,300			—
Household/Personal Care		709,820			—		709,820			—
Industrial Conglomerates		3,194,845			—		3,194,845			—
Integrated Oil		7,427,285			—		7,427,285			—
Investment Managers		1,022,508			—		1,022,508			—
Life/Health Insurance		1,091,268			—		1,091,268			—
Major Banks		8,482,491			—		8,482,491			—

178

Morgan Stanley Variable Investment Series

Notes to Financial Statements n June 30, 2009 (unaudited) continued

			Fair Value Measurements at June 30, 2009 Using
Investment Type	Total		Unadjusted Quoted Prices In Active Market for Identical Investments (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Major Telecommunications	$	4,652,755		—	$	4,652,755		—
Multi-Line Insurance		4,192,451		—		4,192,451		—
Other Metals/Minerals		2,892,397		—		2,892,397		—
Pharmaceuticals: Major		6,864,157		—		6,864,157		—
Pharmaceuticals: Other		1,655,246		—		1,655,246		—
Publishing: Books/Magazines		1,826,094		—		1,826,094		—
Specialty Stores		754,455		—		754,455		—
Steel		1,297,650		—		1,297,650		—
Tobacco		3,152,641		—		3,152,641		—
Wireless Telecommunications		2,357,321		—		2,357,321		—
Total Common Stocks		67,188,312		—		67,188,312		—
Preferred Stock		990,568		—		990,568		—
Short-Term Investments
Investment Company		3,152,659	$	3,152,659		—		—
Repurchase Agreements		632,811		—		632,811		—
Total Short-Term Investments		3,785,470		3,152,659		632,811		—
Total Assets	$	71,964,350	$	3,152,659	$	68,811,691		—
Capital Opportunities
Assets
Common Stocks
Air Freight/Couriers	$	6,215,776	$	6,215,776		—		—
Biotechnology		15,760,025		15,760,025		—		—
Casino/Gaming		4,314,825		4,314,825		—		—
Chemicals: Agricultural		11,294,997		11,294,997		—		—
Computer Processing Hardware		12,515,039		12,515,039		—		—
Construction Materials		2,092,151		2,092,151		—		—
Electric Utilities		268,634		268,634		—		—
Electronic Production Equipment		6,845,270		6,845,270		—		—
Finance/Rental/Leasing		14,858,951		14,858,951		—		—
Financial Conglomerates		13,057,290		13,057,290		—		—
Financial Publishing/Services		4,112,404		4,112,404		—		—
Home Building		1,425,732		1,425,732		—		—
Internet Retail		21,986,272		21,986,272		—		—
Internet Software/Services		33,751,025		22,596,820	$	11,154,205		—
Investment Banks/Brokers		20,051,544		20,051,544		—		—
Miscellaneous Commercial Services		6,733,286		6,733,286		—		—

179

Morgan Stanley Variable Investment Series

Notes to Financial Statements n June 30, 2009 (unaudited) continued

			Fair Value Measurements at June 30, 2009 Using
Investment Type	Total		Unadjusted Quoted Prices In Active Market for Identical Investments (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Oil & Gas Production	$	19,259,138	$	19,259,138		—		—
Packaged Software		5,253,833		5,253,833		—		—
Services To The Health Industry		7,556,961		7,556,961		—		—
Telecommunication Equipment		5,729,330		5,729,330		—		—
Wholesale Distributors		6,255,040		—	$	6,255,040		—
Total Common Stocks		219,337,523		201,928,278		17,409,245		—
Short-Term Investments
Investment Company		3,010,735		3,010,735		—		—
Total Assets	$	222,348,258	$	204,939,013	$	17,409,245		—
S&P 500 Index
Assets
Common Stocks
Advertising/Marketing Services	$	172,586	$	172,586		—		—
Aerospace & Defense		2,029,141		2,029,141		—		—
Aerospace		114,098		114,098		—		—
Agricultural Commodities/Milling		242,483		242,483		—		—
Air Freight/Couriers		1,147,170		1,147,170		—		—
Airlines		70,301		70,301		—		—
Aluminum		151,035		151,035		—		—
Apparel/Footwear		522,305		522,305		—		—
Apparel/Footwear Retail		414,644		414,644		—		—
Auto Parts: OEM		182,231		182,231		—		—
Automotive Aftermarket		38,363		38,363		—		—
Beverages: Alcoholic		183,362		183,362		—		—
Beverages: Non-Alcoholic		2,734,989		2,734,989		—		—
Biotechnology		2,243,243		2,243,243		—		—
Building Products		48,685		48,685		—		—
Cable/Satellite TV		972,187		972,187		—		—
Casino/Gaming		96,871		96,871		—		—
Chemicals: Agricultural		624,099		624,099		—		—
Chemicals: Major Diversified		653,331		653,331		—		—
Chemicals: Specialty		588,353		588,353		—		—
Coal		223,943		223,943		—		—
Commercial Printing/Forms		33,640		33,640		—		—
Computer Communications		1,702,918		1,702,918		—		—
Computer Peripherals		551,296		551,296		—	$	0
Computer Processing Hardware		3,487,600		3,487,600		—		—

180

Morgan Stanley Variable Investment Series

Notes to Financial Statements n June 30, 2009 (unaudited) continued

			Fair Value Measurements at June 30, 2009 Using
Investment Type	Total		Unadjusted Quoted Prices In Active Market for Identical Investments (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Construction Materials	$	67,021	$	67,021		—		—
Containers/Packaging		243,161		243,161		—		—
Contract Drilling		243,755		243,755		—		—
Data Processing Services		805,502		805,502		—		—
Department Stores		343,859		343,859		—		—
Discount Stores		2,319,472		2,319,472		—		—
Drugstore Chains		1,057,308		1,057,308		—		—
Electric Utilities		4,193,155		4,193,155		—		—
Electrical Products		435,282		435,282		—		—
Electronic Components		556,436		556,436		—		—
Electronic Equipment/Instruments		197,332		197,332		—		—
Electronic Production Equipment		307,465		307,465		—		—
Electronics/Appliance Stores		184,400		184,400		—		—
Electronics/Appliances		70,946		70,946		—		—
Engineering & Construction		267,534		267,534		—		—
Environmental Services		305,715		305,715		—		—
Finance/Rental/Leasing		465,350		465,350		—		—
Financial Conglomerates		2,835,494		2,835,494		—		—
Financial Publishing/Services		314,360		314,360		—		—
Food Distributors		190,181		190,181		—		—
Food Retail		402,809		402,809		—		—
Food: Major Diversified		1,405,012		1,405,012		—		—
Food: Meat/Fish/Dairy		129,362		129,362		—		—
Food: Specialty/Candy		225,397		225,397		—		—
Forest Products		90,803		90,803		—		—
Gas Distributors		540,769		540,769		—		—
Home Furnishings		74,342		74,342		—		—
Home Improvement Chains		1,102,564		1,102,564		—		—
Home Building		111,780		111,780		—		—
Hospital/Nursing Management		16,531		16,531		—		—
Hotels/Resorts/Cruiselines		338,491		338,491		—		—
Household/Personal Care		3,190,836		3,190,836		—		—
Industrial Conglomerates		3,585,711		3,585,711		—		—
Industrial Machinery		529,094		529,094		—		—
Industrial Specialties		194,093		194,093		—		—
Information Technology Services		2,255,352		2,255,352		—		—
Insurance Brokers/Services		290,409		290,409		—		—

181

Morgan Stanley Variable Investment Series

Notes to Financial Statements n June 30, 2009 (unaudited) continued

			Fair Value Measurements at June 30, 2009 Using
Investment Type	Total		Unadjusted Quoted Prices In Active Market for Identical Investments (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Integrated Oil	$	8,148,143	$	8,148,143		—		—
Internet Retail		430,893		430,893		—		—
Internet Software/Services		1,816,058		1,816,058		—		—
Investment Banks/Brokers		2,410,714		2,410,714		—		—
Investment Managers		820,362		820,362		—		—
Life/Health Insurance		760,722		760,722		—		—
Major Banks		4,761,259		4,761,259		—		—
Major Telecommunications		3,430,793		3,430,793		—		—
Managed Health Care		1,118,524		1,118,524		—		—
Media Conglomerates		1,594,135		1,594,135		—		—
Medical Distributors		432,776		432,776		—		—
Medical Specialties		2,706,109		2,706,109		—		—
Medical/Nursing Services		72,508		72,508		—		—
Miscellaneous Commercial Services		115,336		115,336		—		—
Miscellaneous Manufacturing		86,894		86,894		—		—
Motor Vehicles		333,799		333,799		—		—
Multi-Line Insurance		94,551		94,551		—		—
Office Equipment/Supplies		102,384		102,384		—		—
Oil & Gas Pipelines		218,944		218,944		—		—
Oil & Gas Production		3,013,815		3,013,815		—		—
Oil Refining/Marketing		186,244		186,244		—		—
Oilfield Services/Equipment		1,798,068		1,798,068		—		—
Other Consumer Services		536,174		536,174		—		—
Other Consumer Specialties		73,545		73,545		—		—
Other Metals/Minerals		11,046		11,046		—		—
Packaged Software		4,650,123		4,650,123		—		—
Personnel Services		72,300		72,300		—		—
Pharmaceuticals: Generic		105,914		105,914		—		—
Pharmaceuticals: Major		7,872,800		7,872,800		—		—
Pharmaceuticals: Other		346,972		346,972		—		—
Precious Metals		549,020		549,020		—		—
Property/Casualty Insurers		1,112,705		1,112,705		—		—
Publishing: Books/Magazines		13,031		13,031		—		—
Publishing: Newspapers		50,498		50,498		—		—
Pulp & Paper		130,921		130,921		—		—
Railroads		1,053,659		1,053,659		—		—
Real Estate Development		29,475		29,475		—		—

182

Morgan Stanley Variable Investment Series

Notes to Financial Statements n June 30, 2009 (unaudited) continued

			Fair Value Measurements at June 30, 2009 Using
Investment Type	Total		Unadjusted Quoted Prices In Active Market for Identical Investments (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Real Estate Investment Trusts	$	1,066,631	$	1,066,631		—		—
Recreational Products		222,038		222,038		—		—
Regional Banks		379,445		379,445		—		—
Restaurants		1,293,194		1,293,194		—		—
Savings Banks		171,689		171,689		—		—
Semiconductors		2,456,947		2,456,947		—		—
Services To The Health Industry		875,190		875,190		—		—
Specialty Insurance		51,531		51,531		—		—
Specialty Stores		556,316		556,316		—		—
Specialty Telecommunications		389,153		389,153		—		—
Steel		334,829		334,829		—		—
Telecommunication Equipment		1,347,159		1,347,159		—		—
Tobacco		1,931,995		1,931,995		—		—
Tools & Hardware		85,304		85,304		—		—
Trucks/Construction/Farm Machinery		798,639		798,639		—		—
Wholesale Distributors		150,300		150,300		—		—
Wireless Telecommunications		64,434		64,434		—		—
Total Common Stocks		112,351,965		112,351,965		—		—
Short-Term Investments — Investment Company		253,667		253,667		—		—
Futures		189		189		—		—
Total Assets	$	112,605,821	$	112,605,821		—		—
Aggressive Equity
Assets
Common Stocks
Air Freight/Couriers	$	751,550	$	751,550		—		—
Biotechnology		1,905,509		1,905,509		—		—
Casino/Gaming		521,699		521,699		—		—
Chemicals: Agricultural		1,365,626		1,365,626		—		—
Computer Processing Hardware		1,513,176		1,513,176		—		—
Construction Materials		252,955		252,955		—		—
Electric Utilities		32,490		32,490		—		—
Electronic Production Equipment		831,535		831,535		—		—
Finance/Rental/Leasing		1,796,588		1,796,588		—		—
Financial Conglomerates		1,578,754		1,578,754		—		—
Financial Publishing/Services		497,234		497,234		—		—
Home Building		172,376		172,376		—		—
Internet Retail		2,658,319		2,658,319		—		—

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			Fair Value Measurements at June 30, 2009 Using
Investment Type	Total		Unadjusted Quoted Prices In Active Market for Identical Investments (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Internet Software/Services	$	4,080,527	$	2,732,242	$	1,348,285		—
Investment Banks/Brokers		2,424,462		2,424,462		—		—
Miscellaneous Commercial Services		814,106		814,106		—		—
Oil & Gas Production		2,328,620		2,328,620		—		—
Packaged Software		640,797		640,797		—		—
Services To The Health Industry		913,703		913,703		—		—
Telecommunication Equipment		692,738		692,738		—		—
Wholesale Distributors		753,813		—		753,813		—
Total Common Stocks		26,526,577		24,424,479		2,102,098		—
Short-Term Investment
Investment Company		506,335		506,335		—		—
Total Assets	$	27,032,912	$	24,930,814	$	2,102,098		—
Strategist
Assets
Common Stocks
Advertising/Marketing Services	$	1,086,352	$	1,086,352		—		—
Aerospace & Defense		3,574,967		3,574,967		—		—
Airlines		480,921		480,921		—		—
Biotechnology		4,509,373		4,509,373		—		—
Computer Communications		1,581,697		1,581,697		—		—
Computer Peripherals		1,781,207		1,781,207		—		—
Computer Processing Hardware		3,465,322		3,465,322		—		—
Contract Drilling		1,058,887		1,058,887		—		—
Department Stores		822,510		822,510		—		—
Discount Stores		967,469		967,469		—		—
Electric Utilities		2,011,755		2,011,755		—		—
Electrical Products		960,012		960,012		—		—
Electronic Components		2,558,679		2,558,679		—		—
Electronic Production Equipment		1,357,117		1,357,117		—		—
Electronics/Appliances		1,570,219		1,570,219		—		—
Finance/Rental/Leasing		1,080,834		1,080,834		—		—
Financial Conglomerates		1,658,041		1,658,041		—		—
Food: Major Diversified		3,029,501		3,029,501		—		—
Home Building		1,641,915		1,641,915		—		—
Home Improvement Chains		1,141,599		1,141,599		—		—
Household/Personal Care		901,228		901,228		—		—
Information Technology Services		2,946,524		2,946,524		—		—

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			Fair Value Measurements at June 30, 2009 Using
Investment Type	Total		Unadjusted Quoted Prices In Active Market for Identical Investments (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Integrated Oil	$	3,256,076	$	3,256,076		—		—
Internet Software/Services		1,389,139		1,389,139		—		—
Investment Banks/Brokers		2,531,412		2,531,412		—		—
Investment Managers		841,671		841,671		—		—
Major Banks		1,550,538		1,550,538		—		—
Major Telecommunications		3,081,029		3,081,029		—		—
Medical Specialties		5,413,764		5,413,764		—		—
Miscellaneous Commercial Services		2,019,784		2,019,784		—		—
Motor Vehicles		1,125,181		1,125,181		—		—
Oilfield Services/Equipment		3,389,186		3,389,186		—		—
Other Consumer Services		872,431		872,431		—		—
Packaged Software		9,595,673		9,595,673		—		—
Pharmaceuticals: Major		2,164,080		2,164,080		—		—
Precious Metals		16,586,840		16,586,840		—		—
Property/Casualty Insurers		502,887		502,887		—		—
Recreational Products		2,709,135		2,709,135		—		—
Restaurants		2,478,394		2,478,394		—		—
Semiconductors		3,653,567		3,653,567		—		—
Specialty Stores		515,545		515,545		—		—
Specialty Telecommunications		2,917,346		2,917,346		—		—
Steel		2,040,150		2,040,150		—		—
Telecommunication Equipment		1,070,609		1,070,609		—		—
Tobacco		3,141,521		3,141,521		—		—
Trucks/Construction/Farm Machinery		576,240		576,240		—		—
Water Utilities		1,185,775		1,185,775		—		—
Wireless Telecommunications		1,621,358		1,621,358		—		—
Total Common Stocks		116,415,460		116,415,460		—		—
Asset-Backed Securities		512,544		—	$	512,544		—
Corporate Bonds		16,006,021		—		16,006,021		—
Foreign Government Obligation		382,187		—		382,187		—
Investment Trust/Mutual Funds		3,866,545		3,866,545		—		—
Mortgage-Backed Securities		419,564		—		419,564		—
Municipal Bonds		130,706		—		130,706		—
U.S. Government Agencies & Obligations		18,070,750		—		18,070,750		—

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				Fair Value Measurements at June 30, 2009 Using
Investment Type	Total			Unadjusted Quoted Prices In Active Market for Identical Investments (Level 1)			Significant Other Observable Inputs (Level 2)			Significant Unobservable Inputs (Level 3)
Short-Term Investments											—
Investment Company	$	29,314,704		$	29,314,704			—			—
U.S. Government Agencies & Obligations		739,256			—		$	739,256			—
Total Short-Term Investments		30,053,960			29,314,704			739,256			—
Credit Default Swaps		26,900			—			26,900			—
Futures		10,939			10,939			—			—
Interest Rate Swaps		16,421			—			16,421			—
Options		6,600			6,600			—			—
Total Assets	$	185,918,597		$	149,614,248		$	36,304,349			—
Liabilities
Credit Default Swaps	$	(12,794	)		—		$	(12,794	)		—
Futures		(32,425	)	$	(32,425	)		—			—
Interest Rate Swaps		(207,741	)		—			(207,741	)		—
Options		(344	)		(344	)		—			—
Total Liabilities	$	(253,304	)	$	(32,769	)	$	(220,535	)		—

Following is a reconciliation of investments in which significant unobservable inputs (Level 3) were used in determining value:

	Investments in Securities
	Income Plus			High Yield		Strategist
Beginning Balance	$	10,003		$	27,119	$	114,063
Net purchases (sales)		(17,562	)		—		(204,085	)
Transfers in and/or out		—			—		—
Change in unrealized appreciation/depreciation		1,357,973			—		333,098
Realized gains (losses)		(1,350,414	)		—		(243,076	)
Ending Balance	$	0		$	27,119	$	0
Net change in unrealized appreciation/depreciation from investments still held as of June 30, 2009		—		$	0		—

S&P 500 Index held one level 3 security with a value of $0 for the entire period.

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8. Derivative Financial Instruments

A derivative financial instrument in very general terms refers to a security whose value is "derived" from the value of an underlying asset, reference rate or index.

The Fund may use derivative instruments for a variety of reasons, such as to attempt to protect the Fund against possible changes in the market value of its portfolio or to manage the Fund's foreign currency exposure or the generate potential gain. All of the Fund's portfolio holdings, including derivative instruments, are marked-to-market each day with the change in value reflected in the unrealized appreciation/depreciation. Upon disposition, a realized gain or loss is recognized accordingly, except when taking delivery of a security underlying a contact. In these instances, the recognition of gain or loss is postponed until the disposal of the security underlying the contract. Risk may arise as result of the potential inability of the counterparties to meet the term of their contracts.

Summarized below are specific types of financial instruments used by certain Portfolios.

Forward Foreign Currency Contracts Certain Portfolios 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. Forward contracts involve elements of market risk in excess of the amount reflected in the Statement of Assets and Liabilities. The respective Portfolios bears the risk of an unfavorable change in the foreign exchange rates underlying the forward contracts. Risks may also arise upon entering into these contracts from the potential inability of the counterparties to meet the terms of their contracts.

During the six months ended June 30, 2009, the cost of purchases and the proceeds from sales of forward foreign currency contracts were

PORTFOLIO	PURCHASES		SALES
Global Infrastructure	$	114,766,896	$	126,059,458
Global Dividend Growth		160,195,539		181,306,612
European Equity		5,416,041		11,095,855
Capital Opportunities		—		2,657,943
Strategist		—		78,803

Futures Certain Portfolios may purchase and sell interest rate, eurodollar and index futures ("derivative instruments") to facilitate trading, increase or decrease the Portfolio's market exposure, seek higher investment returns or to seek to protect against a decline in the value of the Portfolio's securities or an increase in prices of securities that may be purchased. These derivative instruments involve elements of market risk in excess of the amount reflected in the Statement of Assets and Liabilities. The respective Portfolio bears the risk of an

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unfavorable change in value of the underlying securities. Risk may also arise upon entering into these contracts from the potential inability of the counterparties to meet the term of their contracts.

Transactions in futures contracts for the six months ended June 30, 2009, were as follows:

Limited Duration:
	NUMBER OF CONTRACTS
Futures contracts, outstanding at beginning of the period		249
Futures opened		854
Futures closed		(849	)
Futures contracts, outstanding at end of the period		254
Income Plus:
	NUMBER OF CONTRACTS
Futures contracts, outstanding at beginning of the period		767
Futures opened		3,823
Futures closed		(3,748	)
Futures contracts, outstanding at end of the period		842
S&P 500 Index:
	NUMBER OF CONTRACTS
Futures contracts, outstanding at beginning of the period		50
Futures opened		88
Futures closed		(127	)
Futures contracts, outstanding at end of the period		11
Strategist:
	NUMBER OF CONTRACTS
Futures contracts, outstanding at beginning of the period		129
Futures opened		444
Futures closed		(506	)
Futures contracts, outstanding at end of the period		67

Options For hedging and investment purposes, certain Portfolios may engage in transactions in listed and over-the-counter options. Risks may arise from an imperfect correlation between the change in the market value of the securities held by the Portfolio and the prices of options relating to the securities purchased or sold by the Portfolio and from the possible lack of a liquid secondary market for an option.

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Transactions in options for the six months ended June 30, 2009 were as follows:

Limited Duration
	NUMBER OF CONTRACTS			PREMIUM
Options written, outstanding at beginning of the period		37		$	18,402
Options written		107			20,079
Options closed		(85	)		(31,450	)
Options written, outstanding at end of period		59		$	7,031
	NUMBER OF CONTRACTS			COST
Options purchased, outstanding at beginning of the period		37		$	33,398
Options purchased		70			54,223
Options closed		(37	)		(33,398	)
Options purchased, outstanding at end of the period		70		$	54,223
Strategist
	NUMBER OF CONTRACTS			PREMIUM
Options written, outstanding at beginning of the period		33		$	16,413
Options written		101			18,957
Options closed		(79	)		(28,491	)
Options written, outstanding at end of period		55		$	6,879
	NUMBER OF CONTRACTS			COST
Options purchased, outstanding at beginning of the period		33		$	29,787
Options purchased		66			51,125
Options closed		(33	)		(29,787	)
Options purchased, outstanding at end of period		66		$	51,125

Swaps Certain Portfolios may enter into interest rate swaps and asset swaps (where parties combine the purchase or sale of a bond/note with an interest rate swap) ("swap") and may purchase or sell interest rate caps, floors and collars. The Portfolio expects to enter into these transactions primarily to manage interest rate risk, hedge portfolio position and preserve a return or spread on a particular investment or portion of its portfolio. The Portfolio may also enter into these transactions to protect against any increase in the price of securities the Portfolio anticipates purchasing at a later date. Swap transactions are subject to market risk, risk of default by the other party to the transaction, risk of correlation and manage risk. Suck risks may exceed the related amounts shown in the Statement of Assets and Liabilities.

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Certain Portfolios may enter into credit default swaps for hedging purposes, to add leverage to its portfolio or gain exposure to a credit in which the Portfolio may otherwise invest. Credit default swaps may involve greater risks than if a Portfolio had invested in the issuer directly. Credit default swaps are subject to general market risks, counterparty risk and credit risk. If the Portfolio is a buyer and no credit event occurs, it will lose the sum of periodic payments. In addition, if the Portfolio is a seller and a credit event occurs, the value of the referenced obligation received by the Portfolio coupled with the periodic payments previously received may be less than the maximum payout amount it pays to the buyer, resulting in a loss to the Portfolio.

Transactions in swap contracts for the six months ended June 30, 2009, were as follows:

Limited Duration:
	NOTIONAL AMOUNT (000'S)
Swap contracts, outstanding at beginning of the period	$	123,123
Swap opened		42,455
Swap closed		(151,034	)
Swap contracts, outstanding at end of the period	$	14,544
Income Plus:
	NOTIONAL AMOUNT (000'S)
Swap contracts, outstanding at beginning of the period	$	625,950
Swap opened		101,569
Swap closed		(703,034	)
Swap contracts, outstanding at end of the period	$	24,485
Strategist:
	NOTIONAL AMOUNT (000'S)
Swap contracts, outstanding at beginning of the period	$	94,848
Swap opened		28,213
Swap closed		(113,744	)
Swap contracts, outstanding at end of the period	$	9,317

The Fund adopted FASB Standard No. 161, Disclosures about Derivative Instruments and Hedging Activities ("SFAS 161"), effective December 1, 2008. SFAS 161 is intended to improve financial reporting about derivative instruments by requiring enhanced disclosures to enable investors to better understanding how

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and way the Fund uses derivative instruments, how these derivative instruments are accounted for their effects on the Fund's financial position and results of operations.

The following table sets forth the fair value of each Portfolio's derivative contracts by primary risk exposure as of June 30, 2009.

PORTFOLIO	PRIMARY RISK EXPOSURE	ASSET DERIVATIVE BALANCE SHEET LOCATION	FAIR VALUE			LIABILITIES DERIVATIVE BALANCE SHEET LOCATION	FAIR VALUE
Limited Duration	Interest Rate Risk	Variation margin Option purchased - Investments, at value Unrealized appreciation on open swap contracts		$123,352† 7,000 65,928		Variation margin Written options outstanding Unrealized depreciation on open swap contracts		$(36,726)† (369) (389,185)
			$	196,280			$	(426,280	)
Income Plus	Interest Rate Risk Credit Risk	Variation margin Unrealized appreciation on open swap contracts Unrealized appreciation on open swap contracts		$164,833† 20,909 123,973		Variation margin Unrealized depreciation on open swap contracts Unrealized depreciation on open swap contracts		$(338,141)† — (295,033)
			$	309,715			$	(633,174	)
Global Infrastructure	Foreign Exchange Risk	Unrealized appreciation on open forward foreign exchange contracts	$	16,731		Unrealized depreciation on open forward foreign exchange contracts	$	(156,489	)
S&P 500 Index	Equity Risk	Variation margin	$	189	†	Variation margin		—
Global Dividend Growth	Foreign Exchange Risk	Unrealized appreciation on open forward foreign exchange contracts	$	3,569		Unrealized depreciation on open forward foreign exchange contracts	$	(108,559	)
Strategist	Interest Rate Risk Credit Risk	Variation margin Options purchased - Investments at value Unrealized appreciation on open swap contracts Unrealized appreciation on open swap contracts		$10,939† 6,600 16,421 26,900		Variation margin Written options outstanding Unrealized depreciation on open swap contracts Unrealized depreciation on open swap contracts		$(32,425)† (344) (207,741) (12,794)
			$	60,860			$	(253,304	)

† Includes cumulative appreciation/depreciation of futures contracts as reported in the Portfolio of Investments. Only current day's variation margin is reported within the Statement of Assets and Liabilities.

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The following tables set forth by primary risk exposure the Portfolio's realized gains (losses) and change in unrealized gains (losses) by type of derivative contract for the six months ended June 30, 2009 in accordance with SFAS 161.

AMOUNT OF REALIZED GAIN (LOSS) ON DERIVATIVE CONTRACTS

PORTFOLIO	PRIMARY RISK EXPOSURE	FUTURES			SWAPS			OPTIONS WRITTEN			OPTIONS PURCHASED			FORWARD FOREIGN CURRENCY
Limited Duration	Interest Rate Risk	$	(360,315	)	$	2,325,155		$	62,454		$	(36,826	)		—
	Credit Risk		—			(44,639	)		—			—			—
	Total	$	(360,315	)	$	2,280,516		$	62,454		$	(36,826	)		—
Income Plus	Interest Rate Risk	$	(2,906,911	)	$	11,039,592			—			—			—
	Credit Risk		—			(201,839	)		—			—			—
	Total	$	(2,906,911	)	$	10,837,753			—			—			—
Global Infrastructure	Foreign Exchange Risk		—			—			—			—		$	152,300
Global Dividend Growth	Foreign Exchange Risk		—			—			—			—		$	(610,927	)
European Equity	Foreign Exchange Risk		—			—			—			—		$	(22,795	)
Capital Opportunities	Foreign Exchange Risk		—			—			—			—		$	(232	)
S&P 500 Index	Equity Risk	$	(65,612	)		—			—			—			—
Strategist	Interest Rate Risk	$	166,732		$	1,607,505		$	(32,819	)	$	55,675			—
	Credit Risk		—			34,498			—			—			—
	Foreign Exchange Risk		—			—			—			—		$	115
	Total	$	166,732		$	1,642,003		$	(32,819	)	$	55,675		$	115

CHANGE IN UNREALIZED APPRECIATION/DEPRECIATION ON DERIVATIVE CONTRACTS

PORTFOLIO	PRIMARY RISK EXPOSURE	FUTURES		SWAPS			OPTIONS WRITTEN		OPTIONS PURCHASED			FORWARD FOREIGN CURRENCY
Limited Duration	Interest Rate Risk	$	588,902	$	(1,529,483	)	$	41,679	$	(99,850	)		—
	Credit Risk		—		87,715			—		—			—
	Total	$	588,902	$	(1,441,768	)	$	41,679	$	(99,850	)		—
Income Plus	Interest Rate Risk	$	3,679,486	$	(9,722,293	)		—		—			—
	Credit Risk		—		438,561			—		—			—
	Total	$	3,679,486	$	(9,283,732	)		—		—			—
Global Infrastructure	Foreign Exchange Risk		—		—			—		—		$	(186,810	)

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CHANGE IN UNREALIZED APPRECIATION/DEPRECIATION ON DERIVATIVE CONTRACTS

PORTFOLIO	PRIMARY RISK EXPOSURE	FUTURES			SWAPS			OPTIONS WRITTEN		OPTIONS PURCHASED			FORWARD FOREIGN CURRENCY
Global Dividend Growth	Foreign Exchange Risk		—			—			—		—		$	(104,990	)
S&P 500 Index	Equity Risk	$	(70,865	)		—			—		—			—
Strategist	Interest Rate Risk	$	(235,768	)	$	(1,150,989	)	$	37,766	$	(91,462	)		—
	Credit Risk		—			(2,145	)		—		—			—
	Total	$	(235,768	)	$	(1,153,134	)	$	37,766	$	(91,462	)		—

9. Accounting Pronouncements

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 disclosures. FSP 157-4 is effective for interim and annual reporting periods ending after June 15, 2009. The Fund has adopted the provisions of FSP 157-4 as of June 30, 2009 and it did not have a material impact on the Fund's financial statements. The disclosures required by FSP 1 57-4 are included in Note 7 of the financial statements.

In May 2009, 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. The Fund has adopted the provisions of SAFS 165 as of June 30, 2009. Although the adoption of SAFS 165 did not materially impact its financial position, results of operations, or changes in net assets, the Fund is now required to provide additional disclosures, which are included in Note 1.

In June 2009, FASB issued SFAS No. 168, The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles — a replacement of FASB Statement No. 162 ("SFAS 168"). SFAS 168 will become the source of authoritative U.S. Generally Accepted Accounting Principles recognized by the FASB to be applied by nongovernmental entities. Once in effect, all of the Codification's content will carry the same level of authority, effectively superseding FASB Statement No. 162. SFAS 168 is effective for

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financial statements issued for interim and annual periods ending after September 15, 2009. The Fund does not anticipate that SFAS 168 will have a material impact on its financial statements.

10. Guarantee Program for Money Market Funds

On September 29, 2008, the Trustees approved the participation by the Money Market Portfolio in the U.S. Treasury's Temporary Guarantee Program for Money Market Funds (the "Program"). Under this Program, the U.S. Treasury will guarantee to investors that they will receive $1.00 for each money market fund share held as of close of business on September 19, 2008. Eligible funds must be regulated under Rule 2a-7 of the Act, must maintain a stable share price of $1.00 and must be publicly offered and registered with the Securities and Exchange Commission ("SEC"). To participate in the Program, eligible funds must pay a fee. While the Program protects the accounts of investors, each money market fund makes the decision to sign-up for the Program. Investors cannot sign-up for the Program individually. The Program was in effect for an initial three month term, expiring December 18, 2008. On November 24, 2008, the U.S. Treasury announced an extension of the Program through April 30, 2009 and on March 31, 2009, the U.S. Treasury announced the further extension of the Program until September 19, 2009. All money market funds that currently participate in the Program and meet the extension requirements are eligible to continue to participate for an additional fee. The Money Market Portfolio has met the requirements and continues to participate in this Program. The Program will continue to provide coverage to shareholders up to amounts that they held in participating money market funds as of the close of business on September 19, 2008.

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Financial Highlights


FOR THE YEAR ENDED DECEMBER 31,			NET ASSET VALUE BEGINNING OF PERIOD		NET INVESTMENT INCOME (LOSS)(a)			NET REALIZED AND UNREALIZED GAIN (LOSS)			TOTAL FROM INVESTMENT OPERATIONS			DIVIDENDS TO SHAREHOLDERS			DISTRIBUTIONS TO SHAREHOLDERS		TOTAL DIVIDENDS AND DISTRIBUTIONS
MONEY MARKET CLASS X SHARES
	2004		$	1.00	$	0.009			—		$	0.009		$	(0.009	)(d)		—	$	(0.009	)
	2005			1.00		0.030			—			0.030			(0.030	)		—		(0.030	)
	2006			1.00		0.045		$	0.005			0.050			(0.050	)		—		(0.050	)
	2007			1.00		0.050			—			0.050			(0.050	)		—		(0.050	)
	2008			1.00		0.020			—			0.020			(0.020	)		—		(0.020	)
	2009	^		1.00		0.000	(o)		—			0.000	(o)		0.000	(o)		—		0.000	(o)
CLASS Y SHARES
	2004			1.00		0.006			—			0.006			(0.006	)(d)		—		(0.006	)
	2005			1.00		0.030			—			0.030			(0.030	)		—		(0.030	)
	2006			1.00		0.043			(0.003	)		0.040			(0.040	)		—		(0.040	)
	2007			1.00		0.050			—			0.050			(0.050	)		—		(0.050	)
	2008			1.00		0.020			—			0.020			(0.020	)		—		(0.020	)
	2009	^		1.00		0.000	(o)		—			0.000	(o)		0.000	(o)		—		0.000	(o)
LIMITED DURATION CLASS X SHARES
	2004			10.01		0.28			(0.14	)		0.14			(0.41	)		—		(0.41	)
	2005			9.74		0.31			(0.13	)		0.18			(0.38	)		—		(0.38	)
	2006			9.54		0.40			0.00			0.40			(0.45	)		—		(0.45	)
	2007			9.49		0.47			(0.19	)		0.28			(0.50	)		—		(0.50	)
	2008			9.27		0.36			(1.72	)		(1.36	)		(0.15	)		—		(0.15	)
	2009	^		7.76		0.11			0.15			0.26			(0.36	)		—		(0.36	)
CLASS Y SHARES
	2004			10.00		0.25			(0.14	)		0.11			(0.38	)		—		(0.38	)
	2005			9.73		0.28			(0.14	)		0.14			(0.35	)		—		(0.35	)
	2006			9.52		0.37			0.01			0.38			(0.42	)		—		(0.42	)
	2007			9.48		0.44			(0.19	)		0.25			(0.47	)		—		(0.47	)
	2008			9.26		0.34			(1.73	)		(1.39	)		(0.14	)		—		(0.14	)
	2009	^		7.73		0.10			0.15			0.25			(0.34	)		—		(0.34	)
INCOME PLUS CLASS X SHARES
	2004			10.73		0.55			(0.01	)		0.54			(0.59	)		—		(0.59	)
	2005			10.68		0.51			(0.15	)		0.36			(0.55	)		—		(0.55	)
	2006			10.49		0.51			0.05			0.56			(0.54	)		—		(0.54	)
	2007			10.51		0.53			0.08			0.61			(0.56	)		—		(0.56	)
	2008			10.56		0.53			(1.46	)		(0.93	)		(0.18	)		—		(0.18	)
	2009	^		9.45		0.28			0.68			0.96			(0.53	)				(0.53	)

See Notes to Financial Statements
196

										RATIOS TO AVERAGE NET ASSETS(c)
FOR THE YEAR ENDED DECEMBER 31,			NET ASSET VALUE END OF PERIOD		TOTAL RETURN(b)			NET ASSETS END OF PERIOD (000'S)		EXPENSES			NET INVESTMENT INCOME (LOSS)			REBATE FROM MORGAN STANLEY AFFILIATE			PORTFOLIO TURNOVER RATE
MONEY MARKET CLASS X SHARES
	2004		$	1.00		0.87	%	$	178,600		0.53	%		0.85	%		—			N/A
	2005			1.00		2.79			144,352		0.54			2.74			—			N/A
	2006			1.00		4.61			132,690		0.55			4.53			—			N/A
	2007			1.00		4.93	(g)		111,478		0.55			4.79			—			N/A
	2008			1.00		2.45			115,415		0.57			2.40			—			N/A
	2009	^		1.00		0.02	(n)		100,875		0.51	(k)(l)(m)		0.04	(k)(l)(m)		—			N/A
CLASS Y SHARES
	2004			1.00		0.62			89,917		0.78			0.60			—			N/A
	2005			1.00		2.53			97,936		0.79			2.49			—			N/A
	2006			1.00		4.35			102,296		0.80			4.28			—			N/A
	2007			1.00		4.67	(g)		101,524		0.80			4.54			—			N/A
	2008			1.00		2.19			112,113		0.82			2.15			—			N/A
	2009	^		1.00		0.01	(n)		98,614		0.53	(k)(l)(m)		0.02	(k)(l)(m)		—			N/A
LIMITED DURATION CLASS X SHARES
	2004			9.74		1.42			52,784		0.49			2.77			—			128	%
	2005			9.54		1.87			42,872		0.45			3.17			—			56
	2006			9.49		4.28			34,047		0.47			4.18			—			51
	2007			9.27		2.95			26,214		0.47			4.95			—			49
	2008			7.76		(14.91	)		16,405		0.48	(i)		4.27	(i)		0.01	%		54
	2009	^		7.66		3.33	(n)		16,790		0.50	(i)(m)		2.69	(i)(m)		0.00	(j)(m)		61	(n)
CLASS Y SHARES
	2004			9.73		1.17			125,764		0.74			2.52			—			128
	2005			9.52		1.51			126,020		0.70			2.92			—			56
	2006			9.48		4.03			114,818		0.72			3.93			—			51
	2007			9.26		2.80			101,066		0.72			4.70			—			49
	2008			7.73		(15.22	)		63,223		0.73	(i)		4.02	(i)		0.01			54
	2009	^		7.64		3.26	(n)		60,650		0.75	(i)(m)		2.44	(i)(m)		0.00	(j)(m)		61	(n)
INCOME PLUS CLASS X SHARES
	2004			10.68		5.23			296,246		0.54			5.18			—			28
	2005			10.49		3.33			235,256		0.54			4.80			—			57
	2006			10.51		5.69			183,594		0.56			4.95			—			38
	2007			10.56		5.99			155,879		0.55			5.02			—			125
	2008			9.45		(8.92	)		109,833		0.55	(i)		5.34	(i)		0.00	(j)		55
	2009	^		9.88		10.19	(n)		110,750		0.56	(i)(m)		5.83	(i)(m)		0.00	(j)(m)		39	(n)

197

Morgan Stanley Variable Investment Series

Financial Highlights continued


FOR THE YEAR ENDED DECEMBER 31,			NET ASSET VALUE BEGINNING OF PERIOD		NET INVESTMENT INCOME (LOSS)(a)		NET REALIZED AND UNREALIZED GAIN (LOSS)			TOTAL FROM INVESTMENT OPERATIONS			DIVIDENDS TO SHAREHOLDERS			DISTRIBUTIONS TO SHAREHOLDERS			TOTAL DIVIDENDS AND DISTRIBUTIONS
INCOME PLUS CLASS Y SHARES
	2004		$	10.71	$	0.52	$	0.01		$	0.53		$	(0.57	)		—		$	(0.57	)
	2005			10.67		0.48		(0.16	)		0.32			(0.52	)		—			(0.52	)
	2006			10.47		0.49		0.05			0.54			(0.52	)		—			(0.52	)
	2007			10.49		0.50		0.08			0.58			(0.53	)		—			(0.53	)
	2008			10.54		0.51		(1.45	)		(0.94	)		(0.18	)		—			(0.18	)
	2009	^		9.42		0.27		0.68			0.95			(0.51	)					(0.51	)
HIGH YIELD CLASS X SHARES
	2004			1.18		0.09		0.02			0.11			(0.09	)		—			(0.09	)
	2005			1.20		0.08		(0.06	)		0.02			(0.08	)		—			(0.08	)
	2006			1.14		0.08		0.02			0.10			(0.08	)		—			(0.08	)
	2007			1.16		0.08		(0.03	)		0.05			(0.08	)		—			(0.08	)
	2008			1.13		0.07		(0.33	)		(0.26	)		(0.02	)		—			(0.02	)
	2009	^		0.85		0.05		0.13			0.18			(0.08	)		—			(0.08	)
CLASS Y SHARES
	2004			1.18		0.09		0.02			0.11			(0.09	)		—			(0.09	)
	2005			1.20		0.08		(0.06	)		0.02			(0.08	)		—			(0.08	)
	2006			1.14		0.08		0.02			0.10			(0.08	)		—			(0.08	)
	2007			1.16		0.07		(0.03	)		0.04			(0.07	)		—			(0.07	)
	2008			1.13		0.07		(0.33	)		(0.26	)		(0.02	)		—			(0.02	)
	2009	^		0.85		0.05		0.13			0.18			(0.08	)		—			(0.08	)
GLOBAL INFRASTRUCTURE CLASS X SHARES
	2004			12.53		0.34		2.21			2.55			(0.35	)		—			(0.35	)
	2005			14.73		0.37		1.77			2.14			(0.37	)		—			(0.37	)
	2006			16.50		0.36		2.95			3.31			(0.37	)		—			(0.37	)
	2007			19.44		0.39		3.38			3.77			(0.39	)	$	(2.16	)		(2.55	)
	2008			20.66		0.40		(6.21	)		(5.81	)		(0.11	)		(3.44	)		(3.55	)
	2009	^		11.30		0.26		(0.07	)		0.19			(0.38	)		(3.71	)		(4.09	)
CLASS Y SHARES
	2004			12.53		0.31		2.20			2.51			(0.32	)		—			(0.32	)
	2005			14.72		0.33		1.77			2.10			(0.33	)		—			(0.33	)
	2006			16.49		0.32		2.95			3.27			(0.33	)		—			(0.33	)
	2007			19.43		0.34		3.38			3.72			(0.34	)		(2.16	)		(2.50	)
	2008			20.65		0.35		(6.20	)		(5.85	)		(0.09	)		(3.44	)		(3.53	)
	2009	^		11.27		0.25		(0.08	)		0.17			(0.35	)		(3.71	)		(4.06	)

See Notes to Financial Statements
198

										RATIOS TO AVERAGE NET ASSETS(c)
FOR THE YEAR ENDED DECEMBER 31,			NET ASSET VALUE END OF PERIOD		TOTAL RETURN(b)			NET ASSETS END OF PERIOD (000'S)		EXPENSES			NET INVESTMENT INCOME (LOSS)			REBATE FROM MORGAN STANLEY AFFILIATE			PORTFOLIO TURNOVER RATE
INCOME PLUS CLASS Y SHARES
	2004		$	10.67		5.07	%	$	176,054		0.79	%		4.93	%		—			28	%
	2005			10.47		3.08			197,968		0.79			4.55			—			57
	2006			10.49		5.34			210,681		0.81			4.70			—			38
	2007			10.54		5.73			196,774		0.80			4.77			—			125
	2008			9.42		(9.11	)		135,850		0.80	(i)		5.09	(i)		0.00	%(j)		55
	2009	^		9.86		10.12	(n)		140,155		0.81	(i)(m)		5.58	(i)(m)		0.00	(j)(m)		39	(n)
HIGH YIELD CLASS X SHARES
	2004			1.20		9.84			48,990		0.66			7.60			—			55
	2005			1.14		2.18			35,226		0.87			6.81			—			48
	2006			1.16		9.29			27,907		0.95			6.78			—			23
	2007			1.13		4.17			21,625		1.18			6.48			—			26
	2008			0.85		(23.13	)		13,226		1.48	(i)		6.90	(i)		0.00	(j)		44
	2009	^		0.95		21.53	(n)		15,189		1.66	(i)(m)		11.28	(i)(m)		0.01	(m)		51	(n)
CLASS Y SHARES
	2004			1.20		9.56			39,547		0.91			7.35			—			55
	2005			1.14		1.92			35,551		1.12			6.56			—			48
	2006			1.16		9.01			30,764		1.20			6.53			—			23
	2007			1.13		3.90			24,433		1.43			6.23			—			26
	2008			0.85		(23.20	)		13,973		1.73	(i)		6.65	(i)		0.00	(j)		44
	2009	^		0.95		21.29	(n)		15,278		1.91	(i)(m)		11.03	(i)(m)		0.01	(m)		51	(n)
GLOBAL INFRASTRUCTURE CLASS X SHARES
	2004			14.73		20.66			168,148		0.69			2.59			—			13
	2005			16.50		14.62			154,413		0.70			2.31			—			29
	2006			19.44		20.32			142,721		0.71			2.05			—			19
	2007			20.66		20.34			133,507		0.70			1.90			—			8
	2008			11.30		(33.27	)		70,951		0.74	(i)		2.46	(i)		0.00	(j)		76
	2009	^		7.40		1.54	(n)		63,827		0.97	(i)(m)		5.10	(i)(m)		0.00	(j)(m)		128	(n)
CLASS Y SHARES
	2004			14.72		20.28			30,289		0.94			2.34			—			13
	2005			16.49		14.35			33,068		0.95			2.06			—			29
	2006			19.43		20.03			34,305		0.96			1.80			—			19
	2007			20.65		20.04			31,780		0.95			1.65			—			8
	2008			11.27		(33.45	)		16,545		0.99	(i)		2.21	(i)		0.00	(j)		76
	2009	^		7.38		1.37	(n)		16,358		1.22	(i)(m)		4.85	(i)(m)		0.00	(j)(m)		128	(n)

199

Morgan Stanley Variable Investment Series

Financial Highlights continued


FOR THE YEAR ENDED DECEMBER 31,			NET ASSET VALUE BEGINNING OF PERIOD		NET INVESTMENT INCOME (LOSS)(a)		NET REALIZED AND UNREALIZED GAIN (LOSS)			TOTAL FROM INVESTMENT OPERATIONS			DIVIDENDS TO SHAREHOLDERS			DISTRIBUTIONS TO SHAREHOLDERS			TOTAL DIVIDENDS AND DISTRIBUTIONS
INCOME BUILDER CLASS X SHARES
	2004		$	10.98	$	0.34	$	0.84		$	1.18		$	(0.42	)		—		$	(0.42	)
	2005			11.74		0.29		0.52			0.81			(0.33	)		—			(0.33	)
	2006			12.22		0.33		1.38			1.71			(0.34	)		—			(0.34	)
	2007			13.59		0.31		0.15			0.46			(0.38	)	$	(0.81	)		(1.19	)
	2008			12.86		0.31		(3.33	)		(3.02	)		(0.09	)		(1.79	)		(1.88	)
	2009	^		7.96		0.11		0.09			0.20			(0.28	)		0.00	(p)		(0.28	)
CLASS Y SHARES
	2004			10.95		0.32		0.83			1.15			(0.39	)		—			(0.39	)
	2005			11.71		0.26		0.53			0.79			(0.30	)		—			(0.30	)
	2006			12.20		0.30		1.37			1.67			(0.31	)		—			(0.31	)
	2007			13.56		0.28		0.14			0.42			(0.35	)		(0.81	)		(1.16	)
	2008			12.82		0.29		(3.32	)		(3.03	)		(0.08	)		(1.79	)		(1.87	)
	2009	^		7.92		0.10		0.10			0.20			(0.26	)		0.00	(p)		(0.26	)
DIVIDEND GROWTH CLASS X SHARES
	2004			13.57		0.22		0.92			1.14			(0.23	)		—			(0.23	)
	2005			14.48		0.19		0.61			0.80			(0.19	)		—			(0.19	)
	2006			15.09		0.21		1.45			1.66			(0.22	)		—			(0.22	)
	2007			16.53		0.22		0.48			0.70			(0.22	)		—			(0.22	)
	2008			17.01		0.25		(6.41	)		(6.16	)		(0.07	)		—			(0.07	)
	2009	^		10.78		0.10		0.13			0.23			(0.22	)		—			(0.22	)
CLASS Y SHARES
	2004			13.55		0.19		0.92			1.11			(0.20	)		—			(0.20	)
	2005			14.46		0.15		0.62			0.77			(0.16	)		—			(0.16	)
	2006			15.07		0.17		1.45			1.62			(0.18	)		—			(0.18	)
	2007			16.51		0.17		0.48			0.65			(0.18	)		—			(0.18	)
	2008			16.98		0.21		(6.38	)		(6.17	)		(0.06	)		—			(0.06	)
	2009	^		10.75		0.09		0.12			0.21			(0.19	)		—			(0.19	)
GLOBAL DIVIDEND GROWTH CLASS X SHARES
	2004			12.77		0.21		1.68			1.89			(0.20	)		—			(0.20	)
	2005			14.46		0.27		0.63			0.90			(0.24	)		—			(0.24	)
	2006			15.12		0.29		2.94			3.23			(0.33	)		(0.21	)		(0.54	)
	2007			17.81		0.31		1.01			1.32			(0.36	)		(1.90	)		(2.26	)
	2008			16.87		0.00		(5.94	)		(5.94	)		(0.40	)		(2.79	)		(3.19	)
	2009	^		7.74		0.19		(0.26	)		(0.07	)		(0.41	)		—			(0.41	)

See Notes to Financial Statements
200

										RATIOS TO AVERAGE NET ASSETS(c)
FOR THE YEAR ENDED DECEMBER 31,			NET ASSET VALUE END OF PERIOD		TOTAL RETURN(b)			NET ASSETS END OF PERIOD (000'S)		EXPENSES			NET INVESTMENT INCOME (LOSS)			REBATE FROM MORGAN STANLEY AFFILIATE			PORTFOLIO TURNOVER RATE
INCOME BUILDER CLASS X SHARES
	2004		$	11.74		10.96	%	$	49,126		0.82	%		3.07	%		—			38	%
	2005			12.22		6.96			39,562		0.84			2.47			—			27
	2006			13.59		14.21			35,195		0.83			2.61			—			19
	2007			12.86		3.21			28,244		0.85			2.31			—			32
	2008			7.96		(26.29	)		16,164		0.90	(i)		2.95	(i)		0.00	%(j)		35
	2009	^		7.88		2.63	(n)		15,164		0.98	(i)(m)		2.82	(i)(m)		0.01	(m)		27	(n)
CLASS Y SHARES
	2004			11.71		10.72			48,493		1.07			2.82			—			38
	2005			12.20		6.71			45,918		1.09			2.22			—			27
	2006			13.56		13.96			45,371		1.08			2.36			—			19
	2007			12.82		2.86			34,717		1.10			2.06			—			32
	2008			7.92		(26.44	)		15,517		1.15	(i)		2.70	(i)		0.00	(j)		35
	2009	^		7.86		2.58	(n)		14,012		1.23	(i)(m)		2.57	(i)(m)		0.01	(m)		27	(n)
DIVIDEND GROWTH CLASS X SHARES
	2004			14.48		8.46			737,801		0.58			1.60			—			43
	2005			15.09		5.61			582,259		0.57			1.30			—			38
	2006			16.53		11.09			471,931		0.59			1.37			—			114
	2007			17.01		4.22			368,737		0.58			1.27			—			48
	2008			10.78		(36.35	)		184,579		0.63	(i)		1.72	(i)		0.00	(j)		61
	2009	^		10.79		2.15	(n)		172,011		0.69	(i)(m)		2.09	(i)(m)		0.00	(j)(m)		16	(n)
CLASS Y SHARES
	2004			14.46		8.21			139,777		0.83			1.35			—			43
	2005			15.07		5.35			143,577		0.82			1.05			—			38
	2006			16.51		10.83			136,660		0.84			1.12			—			114
	2007			16.98		3.90			116,271		0.83			1.02			—			48
	2008			10.75		(36.46	)		59,030		0.88	(i)		1.47	(i)		0.00	(j)		61
	2009	^		10.77		1.97	(n)		56,368		0.94	(i)(m)		1.84	(i)(m)		0.00	(j)(m)		16	(n)
GLOBAL DIVIDEND GROWTH CLASS X SHARES
	2004			14.46		14.93			213,836		0.81			1.58			—			21
	2005			15.12		6.34			181,475		0.82			1.88			—			20
	2006			17.81		21.94			165,864		0.83			1.80			—			24
	2007			16.87		7.02			136,494		0.82			1.72			—			38
	2008			7.74		(40.94	)		62,333		0.86	(i)		3.04	(i)		0.00	(j)		88
	2009	^		7.26		(0.90	)(n)		55,791		0.93	(i)(m)		5.17	(i)(m)		0.00	(j)(m)		38	(n)

201

Morgan Stanley Variable Investment Series

Financial Highlights continued


FOR THE YEAR ENDED DECEMBER 31,			NET ASSET VALUE BEGINNING OF PERIOD		NET INVESTMENT INCOME (LOSS)(a)			NET REALIZED AND UNREALIZED GAIN (LOSS)			TOTAL FROM INVESTMENT OPERATIONS			DIVIDENDS TO SHAREHOLDERS			DISTRIBUTIONS TO SHAREHOLDERS			TOTAL DIVIDENDS AND DISTRIBUTIONS
GLOBAL DIVIDEND GROWTH CLASS Y SHARES
	2004		$	12.68	$	0.18		$	1.66		$	1.84		$	(0.18	)		—		$	(0.18	)
	2005			14.34		0.23			0.64			0.87			(0.21	)		—			(0.21	)
	2006			15.00		0.25			2.91			3.16			(0.29	)	$	(0.21	)		(0.50	)
	2007			17.66		0.26			1.00			1.26			(0.32	)		(1.90	)		(2.22	)
	2008			16.70		0.00			(5.90	)		(5.90	)		(0.35	)		(2.79	)		(3.14	)
	2009	^		7.66		0.18			(0.26	)		(0.08	)		(0.38	)		—			(0.38	)
EUROPEAN EQUITY CLASS X SHARES
	2004			16.58		0.21			1.88			2.09			(0.20	)		—			(0.20	)
	2005			18.47		0.30			1.28			1.58			(0.23	)		—			(0.23	)
	2006			19.82		0.36			5.55			5.91			(0.39	)		—			(0.39	)
	2007			25.34		0.47			3.48			3.95			(0.46	)		—			(0.46	)
	2008			28.83		0.63			(11.31	)		(10.68	)		(0.61	)		(4.22	)		(4.83	)
	2009	^		13.32		0.30			(0.07	)		0.23			(0.56	)		(0.71	)		(1.27	)
CLASS Y SHARES
	2004			16.50		0.16			1.88			2.04			(0.17	)		—			(0.17	)
	2005			18.37		0.25			1.26			1.51			(0.18	)		—			(0.18	)
	2006			19.70		0.29			5.54			5.83			(0.34	)		—			(0.34	)
	2007			25.19		0.40			3.46			3.86			(0.40	)		—			(0.40	)
	2008			28.65		0.58			(11.25	)		(10.67	)		(0.52	)		(4.22	)		(4.74	)
	2009	^		13.24		0.28			(0.07	)		0.21			(0.50	)		(0.71	)		(1.21	)
CAPITAL OPPORTUNITIES CLASS X SHARES
	2004			21.75		0.09			2.33			2.42			(0.10	)		—			(0.10	)
	2005			24.07		—			4.39			4.39			—			—			—
	2006			28.46		0.02			1.15			1.17			—			—			—
	2007			29.63		0.21			5.57			5.78			(0.18	)		—			(0.18	)
	2008			35.23		0.03			(16.78	)		(16.75	)		(0.07	)		—			(0.07	)
	2009	^		18.41		0.05			5.83			5.88			(0.09	)		—			(0.09	)
CLASS Y SHARES
	2004			21.72		0.05			2.31			2.36			(0.05	)		—			(0.05	)
	2005			24.03		(0.06	)		4.37			4.31			—			—			—
	2006			28.34		(0.05	)		1.14			1.09			—			—			—
	2007			29.43		0.13			5.54			5.67			(0.04	)		—			(0.04	)
	2008			35.06		(0.05	)		(16.67	)		(16.72	)		(0.05	)		—			(0.05	)
	2009	^		18.29		0.03			5.78			5.81			(0.03	)		—			(0.03	)

See Notes to Financial Statements
202

										RATIOS TO AVERAGE NET ASSETS(c)
FOR THE YEAR ENDED DECEMBER 31,			NET ASSET VALUE END OF PERIOD		TOTAL RETURN(b)			NET ASSETS END OF PERIOD (000'S)		EXPENSES			NET INVESTMENT INCOME (LOSS)			REBATE FROM MORGAN STANLEY AFFILIATE			PORTFOLIO TURNOVER RATE
GLOBAL DIVIDEND GROWTH CLASS Y SHARES
	2004		$	14.34		14.65	%	$	67,522		1.05	%		1.34	%		—			21	%
	2005			15.00		6.17			71,123		1.07			1.63			—			20
	2006			17.66		21.60			74,749		1.08			1.55			—			24
	2007			16.70		6.77			65,364		1.07			1.47			—			38
	2008			7.66		(41.09	)		29,524		1.11	(i)		2.79	(i)		0.00	%(j)		88
	2009	^		7.20		(1.06	)(n)		27,476		1.18	(i)(m)		4.92	(i)(m)		0.00	(j)(m)		38	(n)
EUROPEAN EQUITY CLASS X SHARES
	2004			18.47		12.74			178,683		1.04			1.24			—			103
	2005			19.82		8.69			144,969		1.02	(h)		1.60	(h)		—			61
	2006			25.34		30.21			142,000		1.00	(h)		1.59	(h)		—			62
	2007			28.83		15.59			127,071		1.00	(h)		1.73	(h)		—			41
	2008			13.32		(42.70	)		57,734		1.00	(h)(i)		3.01	(h)(i)		0.00	(j)		15
	2009	^		12.28		1.72	(n)		52,773		1.00	(h)(i)(m)		4.89	(h)(i)(m)		0.00	(j)(m)		12	(n)
CLASS Y SHARES
	2004			18.37		12.48			42,333		1.29			0.99			—			103
	2005			19.70		8.36			39,404		1.27	(h)		1.35	(h)		—			61
	2006			25.19		29.88			45,637		1.25	(h)		1.34	(h)		—			62
	2007			28.65		15.34			40,721		1.25	(h)		1.48	(h)		—			41
	2008			13.24		(42.84	)		17,845		1.25	(h)(i)		2.76	(h)(i)		0.00	(j)		15
	2009	^		12.24		1.60	(n)		16,671		1.25	(h)(i)(m)		4.64	(h)(i)(m)		0.00	(j)(m)		12	(n)
CAPITAL OPPORTUNITIES CLASS X SHARES
	2004			24.07		11.14			537,086		0.53			0.41			—			137
	2005			28.46		18.16			485,662		0.53			0.02			—			72
	2006			29.63		4.18			370,757		0.54			0.06			—			111
	2007			35.23		19.54			331,243		0.54			0.66			—			55
	2008			18.41		(47.62	)		140,041		0.55	(i)		0.08	(i)		0.01			33
	2009	^		24.20		31.95	(n)		168,286		0.55	(i)(m)		0.52	(i)(m)		0.01	(m)		2	(n)
CLASS Y SHARES
	2004			24.03		10.86			115,741		0.78			0.16			—			137
	2005			28.34		17.89			123,803		0.78			(0.23	)		—			72
	2006			29.43		3.92			113,707		0.79			(0.19	)		—			111
	2007			35.06		19.24			107,710		0.79			0.41			—			55
	2008			18.29		(47.75	)		45,671		0.80	(i)		(0.17	)(i)		0.01			33
	2009	^		24.07		31.76	(n)		53,638		0.80	(i)(m)		0.27	(i)(m)		0.01	(m)		2	(n)

203

Morgan Stanley Variable Investment Series

Financial Highlights continued


FOR THE YEAR ENDED DECEMBER 31,			NET ASSET VALUE BEGINNING OF PERIOD		NET INVESTMENT INCOME (LOSS)(a)			NET REALIZED AND UNREALIZED GAIN (LOSS)			TOTAL FROM INVESTMENT OPERATIONS			DIVIDENDS TO SHAREHOLDERS			DISTRIBUTIONS TO SHAREHOLDERS			TOTAL DIVIDENDS AND DISTRIBUTIONS
S&P 500 INDEX CLASS X SHARES
	2004		$	10.17	$	0.17		$	0.90		$	1.07		$	(0.10	)		—		$	(0.10	)
	2005			11.14		0.18			0.33			0.51			(0.19	)		—			(0.19	)
	2006			11.46		0.20			1.56			1.76			(0.20	)		—			(0.20	)
	2007			13.02		0.23			0.45			0.68			(0.24	)		—			(0.24	)
	2008			13.46		0.23			(5.14	)		(4.91	)		(0.28	)		—			(0.28	)
	2009	^		8.27		0.09			0.17			0.26			(0.25	)		—			(0.25	)
CLASS Y SHARES
	2004			10.11		0.15			0.88			1.03			(0.08	)		—			(0.08	)
	2005			11.06		0.15			0.33			0.48			(0.16	)		—			(0.16	)
	2006			11.38		0.17			1.54			1.71			(0.17	)		—			(0.17	)
	2007			12.92		0.20			0.46			0.65			(0.21	)		—			(0.21	)
	2008			13.36		0.20			(5.11	)		(4.91	)		(0.24	)		—			(0.24	)
	2009	^		8.21		0.08			0.17			0.25			(0.22	)		—			(0.22	)
AGGRESSIVE EQUITY CLASS X SHARES
	2004			9.92		(0.02	)		1.28			1.26			0.00	(e)		—			—
	2005			11.18		(0.03	)		2.62			2.59			—			—			—
	2006			13.77		(0.04	)		1.12			1.08			—			—			—
	2007			14.85		0.06			2.86			2.92			—			—			—
	2008			17.77		(0.04	)		(8.63	)		(8.67	)		(0.03	)		—			(0.03	)
	2009	^		9.07		0.00			2.81			2.81			—			—			—
CLASS Y SHARES
	2004			9.86		(0.04	)		1.27			1.23			—			—			—
	2005			11.09		(0.06	)		2.58			2.52			—			—			—
	2006			13.61		(0.07	)		1.11			1.04			—			—			—
	2007			14.65		0.02			2.82			2.84			—			—			—
	2008			17.49		(0.08	)		(8.49	)		(8.57	)		—			—			—
	2009	^		8.92		(0.01	)		2.76			2.75			—			—			—
STRATEGIST CLASS X SHARES
	2004			15.34		0.28			1.30			1.58			(0.32	)(f)		—			(0.32	)
	2005			16.60		0.30			0.96			1.26			(0.32	)	$	(1.49	)		(1.81	)
	2006			16.05		0.41			1.86			2.27			(0.44	)		(1.35	)		(1.79	)
	2007			16.53		0.46			0.92			1.38			(0.46	)		(1.90	)		(2.36	)
	2008			15.55		0.30			(3.76	)		(3.46	)		(0.10	)		(1.39	)		(1.49	)
	2009	^		10.60		0.07			0.54			0.61			(0.26	)		—			(0.26	)

See Notes to Financial Statements
204

										RATIOS TO AVERAGE NET ASSETS(c)
FOR THE YEAR ENDED DECEMBER 31,			NET ASSET VALUE END OF PERIOD		TOTAL RETURN(b)			NET ASSETS END OF PERIOD (000'S)		EXPENSES			NET INVESTMENT INCOME (LOSS)			REBATE FROM MORGAN STANLEY AFFILIATE			PORTFOLIO TURNOVER RATE
S&P 500 INDEX CLASS X SHARES
	2004		$	11.14		10.59	%	$	130,944		0.33	%		1.69	%		—			4	%
	2005			11.46		4.64			103,899		0.28			1.59			—			5
	2006			13.02		15.56			84,545		0.28			1.67			—			4
	2007			13.46		5.23			66,275		0.27			1.71			—			3
	2008			8.27		(37.07	)		33,801		0.30	(i)		2.01	(i)		0.00	%(j)		14
	2009	^		8.28		3.16	(n)		33,131		0.30	(i)(m)		2.39	(i)(m)		0.01	(m)		2	(n)
CLASS Y SHARES
	2004			11.06		10.29			166,085		0.58			1.44			—			4
	2005			11.38		4.43			172,544		0.53			1.34			—			5
	2006			12.92		15.21			176,883		0.53			1.42			—			4
	2007			13.36		5.00			152,984		0.52			1.46			—			3
	2008			8.21		(37.27	)		80,115		0.55	(i)		1.76	(i)		0.00	(j)		14
	2009	^		8.24		3.05	(n)		79,558		0.55	(i)(m)		2.14	(i)(m)		0.01	(m)		2	(n)
AGGRESSIVE EQUITY CLASS X SHARES
	2004			11.18		12.71			38,347		0.85			(0.16	)		—			185
	2005			13.77		23.17			37,130		0.86			(0.29	)		—			85
	2006			14.85		7.84			30,720		0.85			(0.27	)		—			59
	2007			17.77		19.66			26,035		0.87			0.34			—			56
	2008			9.07		(48.86	)		10,289		0.90	(i)		(0.29	)(i)		0.00	(j)		33
	2009	^		11.88		30.98	(n)		12,327		1.04	(i)(m)		0.03	(i)(m)		0.01	(m)		10	(n)
CLASS Y SHARES
	2004			11.09		12.47			27,793		1.10			(0.41	)		—			185
	2005			13.61		22.72			30,283		1.11			(0.54	)		—			85
	2006			14.65		7.64			32,039		1.10			(0.52	)		—			59
	2007			17.49		19.39			29,837		1.12			0.09			—			56
	2008			8.92		(49.00	)		12,272		1.15	(i)		(0.54	)(i)		0.00	(j)		33
	2009	^		11.67		30.83	(n)		14,690		1.29	(i)(m)		(0.22	)(i)(m)		0.01	(m)		10	(n)
STRATEGIST CLASS X SHARES
	2004			16.60		10.37			345,215		0.53			1.79			—			55
	2005			16.05		8.32			289,876		0.54			1.84			—			46
	2006			16.53		15.01			258,164		0.55			2.53			—			36
	2007			15.55		8.63			217,265		0.54			2.84			—			34
	2008			10.60		(23.98	)		134,668		0.54	(i)		2.28	(i)		0.02			52
	2009	^		10.95		5.74	(n)		130,685		0.55	(i)(m)		1.36	(i)(m)		0.03	(m)		53	(n)

205

Morgan Stanley Variable Investment Series

Financial Highlights continued


FOR THE YEAR ENDED DECEMBER 31,			NET ASSET VALUE BEGINNING OF PERIOD		NET INVESTMENT INCOME (LOSS)(a)		NET REALIZED AND UNREALIZED GAIN (LOSS)			TOTAL FROM INVESTMENT OPERATIONS			DIVIDENDS TO SHAREHOLDERS			DISTRIBUTIONS TO SHAREHOLDERS			TOTAL DIVIDENDS AND DISTRIBUTIONS
STRATEGIST CLASS Y SHARES
	2004		$	15.32	$	0.24	$	1.30		$	1.54		$	(0.28	)(f)		—		$	(0.28	)
	2005			16.58		0.26		0.96			1.22			(0.28	)	$	(1.49	)		(1.77	)
	2006			16.03		0.37		1.86			2.23			(0.40	)		(1.35	)		(1.75	)
	2007			16.51		0.42		0.92			1.34			(0.42	)		(1.90	)		(2.32	)
	2008			15.53		0.27		(3.76	)		(3.49	)		(0.09	)		(1.39	)		(1.48	)
	2009	^		10.56		0.06		0.53			0.59			(0.23	)		—			(0.23	)

^ For the six months ended June 30, 2009.

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

(b) Calculated based on the net asset value as of the last business day of the period. Performance shown does not reflect fees and expenses imposed by your insurance company. If performance information included the effect of these additional charges, the total returns would be lower.

(c) Reflects overall Portfolio ratios for investment income and non-class specific expenses.

(d) Includes capital gain distribution of less than $0.001.

(e) Distribution of investment income of less than $0.001.

(f) Includes distributions from paid-in-capital of $0.002.

(g) The Adviser fully reimbursed the portfolio for losses incurred resulting from the disposal of investments. Without this reimbursement, the total returns were 4.79% and 4.52% for Class X and Y, respectively. See Note 4.

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

PERIOD ENDED	EXPENSE RATIO			NET INVESTMENT INCOME INCOME RATIO
June 1 through December 31, 2005
Class X		1.06	%		1.56	%
Class Y		1.31			1.31
December 31, 2006
Class X		1.07			1.52
Class Y		1.32			1.27
December 31, 2007
Class X		1.04			1.69
Class Y		1.29			1.44

See Notes to Financial Statements
206

										RATIOS TO AVERAGE NET ASSETS(c)
FOR THE YEAR ENDED DECEMBER 31,			NET ASSET VALUE END OF PERIOD		TOTAL RETURN(b)			NET ASSETS END OF PERIOD (000'S)		EXPENSES			NET INVESTMENT INCOME (LOSS)			REBATE FROM MORGAN STANLEY AFFILIATE			PORTFOLIO TURNOVER RATE
STRATEGIST CLASS Y SHARES
	2004		$	16.58		10.12	%	$	99,165		0.78	%		1.54	%		—			55	%
	2005			16.03		8.06			98,066		0.79			1.59			—			46
	2006			16.51		14.75			101,878		0.80			2.28			—			36
	2007			15.53		8.37			88,651		0.79			2.59			—			34
	2008			10.56		(24.20	)		53,046		0.79	(i)		2.03	(i)		0.02	%		52
	2009	^		10.92		5.61	(n)		55,580		0.80	(i)(m)		1.11	(i)(m)		0.03	(m)		53	(n)

(h) Continued

PERIOD ENDED	EXPENSE RATIO			NET INVESTMENT INCOME RATIO
December 31, 2008
Class X		1.08	%		2.93	%
Class Y		1.33			2.68
June 30, 2009
Class X		1.17			4.72
Class Y		1.42			4.47

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

(j) Amount is less than 0.005%.

(k) Reflects fees paid in connection with the U.S. Treasury Guarantee Program for Money Market Funds. This fee had an effect of 0.04%. See Note 10.

(l) If the Portfolio had borne all of its expenses that were reimbursed or waived by the Distributor, Investment Advisor and Administrator, the annualized expense and net investment (loss) ratios would have been as follows:

PERIOD ENDED	EXPENSE RATIO			NET INVESTMENT (LOSS) RATIO
June 30, 2009
Class X		0.60	%		(0.05	)%
Class Y		0.85			(0.30	)

(m) Annualized.

(n) Not annualized.

(o) Amount is less than $0.001.

(p) Amount is less than $0.005.

207

Morgan Stanley Variable Investment Series

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.

This Policy applies to individual clients who are current and former advisory clients of certain Morgan Stanley Investment Management's U.S. investment advisers and to current and former individual investors in certain U.S. mutual funds advised by Morgan Stanley and its affiliates.

This Policy is not applicable to partnerships, corporations, trusts or other non-individual clients or account holders, nor is this Policy applicable to individuals who are either beneficiaries of a trust for which we serve as trustee or participants in an employee benefit plan administered or advised by us. This Policy is, however, applicable to individuals who select us to be a custodian of securities or assets in individual retirement accounts, 401 (k) accounts, or accounts subject to the Uniform Gifts to Minors Act.

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 and understand your concerns about safeguarding such information. We strive to maintain the privacy of such information while we help you achieve your financial objectives.

This Policy describes what nonpublic personal information we collect about you, how we collect it, when we may share it with others, and how others may use it. It discusses the steps you may take to limit our sharing of information about you with affiliated Morgan Stanley companies ("other Morgan Stanley companies"), including but not limited to our global financial services affiliates that are part of our integrated securities and investment management business, and our credit services affiliates. It also discloses how you may limit our affiliates' use of shared information for marketing purposes.

Throughout this Policy, we refer to the nonpublic information that personally identifies you or your accounts as "personal information."

1. What Personal Information Do We Collect About You?

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

• We collect information such as your name, address, e-mail address, phone number and account title.

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Morgan Stanley Variable Investment Series

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

• 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.

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

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

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

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

a. Information We disclose to Other Morgan Stanley Companies In order to manage your account(s) effectively, including servicing and processing your transactions, to let you know about products and services offered by us and other Morgan Stanley companies, to manage our business, and as otherwise required or permitted by law, we may disclose personal information to other Morgan Stanley companies. Offers for products and services from other Morgan Stanley companies are developed under conditions designed to safeguard your personal information.

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 marketing services on our behalf, to perform joint marketing agreements with other financial institutions, and as otherwise required or permitted by law. For example, some instances where we may disclose information about you to 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.

Morgan Stanley recognizes that your relationship with your Financial Advisor is important. If your Financial Advisor's affiliation with Morgan Stanley ends and he/she joins a non-affiliated securities broker-dealer with which Morgan Stanley has entered into an agreement limiting the use of information, Morgan Stanley will permit your Financial Advisor to retain certain of your contact information, limited to your name, address, e-mail address, phone number and account title.

When we share personal information with a non-affiliated third party, 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.

209

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

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.

4. How Can You Limit the Sharing of Certain Types of Personal Information with Other Morgan Stanley Companies?

We respect your privacy and offer you choices as to whether we share with other Morgan Stanley companies personal information that was collected to determine your eligibility for products and services you request ("eligibility information"). Please note that, even if you direct us not to share eligibility information with other Morgan Stanley companies ("opt-out"), we may still share personal information, including eligibility information, with those companies in circumstances excluded from the opt-out under applicable law, such as to process transactions or to service your account. We may also share certain other types of personal information with other Morgan Stanley companies — such as your name, address, telephone number, e-mail address and account number(s), and information about your transactions and experiences with us.

5. How Can You Limit the Use of Certain Types of Personal Information by Other Morgan Stanley Companies for Marketing?

You may limit other Morgan Stanley companies from marketing their products or services to you based on your personal information that they receive from other Morgan Stanley companies. This information includes your income, assets and account history. Your choice to limit marketing offers from other Morgan Stanley companies will apply until you tell us to change your choice.

If you wish to opt-out of sharing and to limit marketing offers, you may do so by:

• Calling us at 800.350.6414 Monday–Friday between 8 a.m. and 8 p.m. (ET)

• Writing to us at the following address: Morgan Stanley Privacy Department Harborside Financial Center, Plaza Two, 3rd Floor Jersey City, NJ 07311

If you choose to write to us, your written request should include your name, address, telephone number and account number(s) to which the opt-out applies and should not be sent with any other correspondence. In

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

order to process your request, we require that the request be provided by you directly and not through a third party.

If you have previously notified us about your privacy preferences, it is not necessary to do so again unless you decide to change your preferences. Your opt-out preference will remain in effect with respect to this Policy (as it may be amended) until you notify us otherwise in writing. If you have a joint account, your direction for us not to share this information with other Morgan Stanley companies and for those Morgan Stanley companies not to use your personal information for marketing will be applied to all account holders on that account.

Please understand that if you opt-out, you and any joint account holders may not receive information about Morgan Stanley products and services that could help you manage your financial resources and achieve your investment objectives.

If you hold more than one account with Morgan Stanley, you may receive multiple privacy policies from us, and would need to follow the directions stated in each particular policy for each account you have with us.

Special Notice to Residents of Vermont

This section supplements our Policy with respect to our individual clients who have a Vermont address and supersedes anything to the contrary in the above Policy with respect to those clients only.

The State of Vermont requires financial institutions to obtain your consent prior to sharing personal information that they collect about you with affiliated companies and non-affiliated third parties other than in certain limited circumstances. Except as permitted by law, we will not share personal information we collect about you with non-affiliated third parties or other Morgan Stanley companies unless you provide us with your written consent to share such information ("opt-in"). If you wish to receive offers for investment products and services offered by or through other Morgan Stanley companies, please notify us in writing at the following address:

Morgan Stanley Privacy Department
Harborside Financial Center, Plaza Two, 3rd Floor
Jersey City, NJ 07311

Your authorization should include your name, address, telephone number and account number(s) to which the opt-in applies and should not be sent with any other correspondence. In order to process your authorization, we require that the authorization be provided by you directly and not through a third-party.

211

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Trustees

Frank L. Bowman				Joseph J. Kearns

Michael Bozic				Michael F. Klein

Kathleen A. Dennis				Michael E. Nugent

James F. Higgins				W. Allen Reed

Dr. Manuel H. Johnson				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				Independent Registered Public Accounting Firm
Morgan Stanley Trust Harborside Financial Center, Plaza Two Jersey City, New Jersey 07311				Deloitte & Touche LLP Two World Financial Center New York, New York 10281

Legal Counsel				Counsel to the Independent Trustees
Clifford Chance US LLP 31 West 52nd Street New York, New York 10019				Kramer Levin Naftalis & Frankel LLP 1177 Avenue of the Americas New York, New York 10036

Investment Adviser				Sub-Adviser (Income Plus, Global Infrastructure, Global Dividend Growth and European Equity)
Morgan Stanley Investment Advisors Inc. 522 Fifth Avenue New York, New York 10036				Morgan Stanley Investment Management Limited 25 Cabot Square, Canary Wharf London, E14 4QA, England

This report is submitted for the general information of 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

VARINSAN
IU09-03677P-Y06/09

#40113A

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.

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 Variable Investment Series

/s/ Randy Takian
Randy Takian
Principal Executive Officer
August 20, 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
August 20, 2009

/s/ Francis Smith
Francis Smith
Principal Financial Officer
August 20, 2009

Morgan Stanley Variable Investment Series N-CSRSCertified semi-annual shareholder report (management investment company)