Invesco Equally-Weighted S&P 500 Fund (VADDX) N-CSRS Certified semi-annual shareholder report (management investment company)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED
MANAGEMENT INVESTMENT COMPANIES

Investment Company Act file number: 811-05181

Morgan Stanley Equally-Weighted S&P 500 Fund

(Exact name of registrant as specified in charter)

522 Fifth Avenue, New York, New York 10036

(Address of principal executive offices) (Zip code)

Randy Takian

522 Fifth Avenue, New York, New York 10036

(Name and address of agent for service)

Registrant’s telephone number, including area code: 212-296-6990

Date of fiscal year end: June 30, 2009

Date of reporting period: December 31, 2008

Item 1 — Report to Shareholders

INVESTMENT MANAGEMENT

Welcome, Shareholder:

In this report, you’ll learn about how your investment in Morgan Stanley Equally-Weighted S&P 500 Fund performed during the semiannual period. We will provide an overview of the market conditions, and discuss some of the factors that affected performance during the reporting period. In addition, this report includes the Fund’s financial statements and a list of Fund investments.

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

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

Fund Report

For the six months ended December 31, 2008

Total Return for the 6 Months Ended December 31, 2008

							Lipper
							Multi-
						S&P	Cap
						Equal	Core
						Weight	Funds
Class A	Class B	Class C	Class I	Class R	Class W	Index1	Index2
–32.69%	–32.97%	–32.97%	–32.61%	–32.79%	–32.74%	–32.38%	–32.51%

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

Market Conditions

The six-month period ended December 31, 2008 was one of the worst periods in the history of financial markets. Over the past six months, the housing crisis escalated through mortgage-backed securities into a financial crisis, which eventually spilled over into the real economy. Credit tightening, along with the collapse or essential takeover of some financial institutions, caused massive dislocations in financial markets and incredibly high volatility.

Government intervention, which included very active monetary policy as well as direct support of the banks, may have prevented some of the worst scenarios, but it failed to protect the economy from slipping into recession. Significant declines in economic activity have been observed across all sectors and segments of the economy. Housing prices in the U.S. continued to fall, and foreclosures have not slowed down. Virtually all economic indicators registered record lows. Unemployment rose steadily, reaching 7.2 percent in December from 6.8 percent in November. Consumer confidence and spending hit all-time lows. Whether this recession is going to be medium-term or protracted remains to be seen, but it became clear that it is global and severe. Perhaps the only good news is the sign of some improvements in the credit markets that emerged at the end of the year.

Performance Analysis

All share classes of Morgan Stanley Equally-Weighted S&P 500 Fund underperformed the S&P Equal Weight Index (“the Index”) and the Lipper Multi-Cap Core Funds Index for the six months ended December 31, 2008, assuming no deduction of applicable sales charges.

Within the Index and therefore the Fund, all ten sectors had negative absolute performance during the six-month period, with double-digit negative returns. The worst performing sectors were energy, financials, information technology and materials. Collapsing commodity prices in the second half of 2008 led to the underperformance of the energy and materials sectors. Not surprisingly, credit market turmoil and other developments in the capital markets severely impacted financial companies as well. At the same time, global recession, higher unemployment and declining consumer confidence led to the negative performance of consumer-oriented stocks.

The underperformance was pervasive, affecting all styles and market capitalization segments as investors tried to move out of equities into relatively safe assets. On an individual stock basis, the worst detractors in the overall portfolio were dominated by financial stocks.

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

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TOP 10 HOLDINGS as of 12/31/08
ProLogis	0	.3%
Alcoa, Inc.	0	.2
FLIR Systems, Inc.	0	.2
Parker Hannifin Corp.	0	.2
Principal Financial Group, Inc.	0	.2
Allergan, Inc.	0	.2
Novell, Inc.	0	.2
Eaton Corp.	0	.2
Watson Pharmaceuticals, Inc.	0	.2
Marriott International, Inc. (Class A)	0	.2

TOP FIVE INDUSTRIES as of 12/31/08
Electric Utilities	5	.5%
Medical Specialties	3	.4
Semiconductors	2	.5
Real Estate Investment Trust	2	.4
Packaged Software	2	.4

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

Investment Strategy

The Fund invests in a diversified portfolio of common stocks represented in the Standard & Poor’s^® 500 Composite Stock Price Index (“S&P 500”). The S&P 500 is a well known stock market index that includes common stocks of 500 companies. The Fund generally invests in each stock included in the S&P 500 in approximately equal proportions. This approach differs from the S&P 500 because stocks in the S&P 500 are represented in proportion to their market value or market-capitalization. For example, the 50 largest companies in the S&P 500 represent approximately 50 percent of the S&P 500’s value; however, these same 50 companies represent roughly 10 percent of the Fund’s value. The Fund may invest in foreign securities represented in the S&P 500, including depositary receipts.

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,

3

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.

Proxy Voting Policy and Procedures and Proxy Voting Record

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

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

Householding Notice

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

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Performance Summary

Average Annual Total Returns — Period Ended December 31, 2008

	Class A Shares	*	Class B Shares	**	Class C Shares	†	Class I Shares	††	Class R Shares	#	Class W Shares	##
	(since 07/28/97	)	(since 12/01/87	)	(since 07/28/97	)	(since 07/28/97	)	(since 03/31/08	)	(since 03/31/08	)
Symbol	VADAX		VADBX		VADCX		VADDX		VADRX		VADWX
1 Year	(40.28	)%3	(40.76	)%3	(40.72	)%3	(40.13	)%3	—		—
	(43.41	) 4	(43.16	) 4	(41.20	) 4	—		—		—
5 Years	(2.81	) 3	(3.55	) 3	(3.52	) 3	(2.57	) 3	—		—
	(3.85	) 4	(3.80	) 4	(3.52	) 4	—		—		—
10 Years	1.88	3	1.29	3	1.14	3	2.12	3	—		—
	1.34	4	1.29	4	1.14	4	—		—		—
Since Inception	3.01	3	8.57	3	2.25	3	3.25	3	(34.55	)%3	(34.47	)%3
	2.52	4	8.57	4	2.25	4	—		—		—

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

*	The maximum front-end sales charge for Class A is 5.25%.
**	The maximum contingent deferred sales charge (CDSC) for Class B is 5.0%. The CDSC declines to 0% after six years. Effective April 2005, Class B shares will generally convert to Class A shares approximately eight years after the end of the calendar month in which the shares were purchased. Performance for periods greater than eight years reflects this conversion (beginning April 2005).
†	The maximum contingent deferred sales charge for Class C is 1.0% for shares redeemed within one year of purchase.
††	Class I has no sales charge.
#	Class R has no sales charge.
##	Class W has no sales charge.
(1)	The Standard & Poor’s Equal Weight Index (S&P EWI) is the equally-weighted version of the widely regarded S&P 500® Index, which measures 500 leading companies in leading U.S. industries. The S&P EWI has the same constituents as the capitalization-weighted S&P 500® Index, but each company in the S&P EWI is allocated a fixed weight, rebalancing quarterly. The Index is unmanaged and its returns do not include any sales charges or fees. Such costs would lower performance. It is not possible to invest directly in an index.
(2)	The Lipper Multi-Cap Core Funds Index is an equally weighted performance index of the largest qualifying funds (based on net assets) in the Lipper Multi-Cap Core Funds classification. The Index, which is adjusted for capital gains distributions and income dividends, is unmanaged and should not be considered an investment. There are currently 30 funds represented in this Index. The Fund was in the Lipper Multi-Cap Core Funds classification as of the date of this report.
(3)	Figure shown assumes reinvestment of all distributions and does not reflect the deduction of any sales charges.
(4)	Figure shown assumes reinvestment of all distributions and the deduction of the maximum applicable sales charge. See the Fund’s current prospectus for complete details on fees and sales charges.

5

Expense Example

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

The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period 07/01/08 – 12/31/08.

Actual Expenses

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

Hypothetical Example for Comparison Purposes

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

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

					Expenses Paid
	Beginning		Ending		During Period @
	Account Value		Account Value		07/01/08 –
	07/01/08		12/31/08		12/31/08
Class A
Actual (−32.69% return)	$	1,000.00	$	673.10	$	3.04
Hypothetical (5% annual return before expenses)	$	1,000.00	$	1,021.58	$	3.67
Class B
Actual (−32.97% return)	$	1,000.00	$	670.30	$	6.19
Hypothetical (5% annual return before expenses)	$	1,000.00	$	1,017.80	$	7.48
Class C
Actual (−32.97% return)	$	1,000.00	$	670.30	$	6.19
Hypothetical (5% annual return before expenses)	$	1,000.00	$	1,017.80	$	7.48
Class I
Actual (−32.61% return)	$	1,000.00	$	673.90	$	1.98
Hypothetical (5% annual return before expenses)	$	1,000.00	$	1,022.84	$	2.40
Class R
Actual (−32.79% return)	$	1,000.00	$	672.10	$	4.09
Hypothetical (5% annual return before expenses)	$	1,000.00	$	1,020.32	$	4.94
Class W
Actual (−32.74% return)	$	1,000.00	$	672.60	$	3.46
Hypothetical (5% annual return before expenses)	$	1,000.00	$	1,021.07	$	4.18

@ Expenses are equal to the Fund’s annualized expense ratios of 0.72%, 1.47%, 1.47%, 0.47%, 0.97% and 0.82% for Class A, Class B, Class C, Class I, Class R and Class W shares, respectively, multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half year period).

6

Morgan Stanley Equally-Weighted S&P 500 Fund

Portfolio of Investment - December 31, 2008 (unaudited)

NUMBER OF
SHARES			VALUE
		Common Stocks (97.9%)
		Advertising/Marketing Services (0.4%)
	419,069	Interpublic Group of Companies, Inc. (The) (a)	$	1,659,513
	61,094	Omnicom Group, Inc.		1,644,651
				3,304,164
		Aerospace & Defense (2.0%)
	39,532	Boeing Co.		1,686,830
	65,166	FLIR Systems, Inc.		1,999,293
	28,224	General Dynamics Corp. (a)		1,625,420
	45,189	Goodrich Corp.		1,672,897
	21,719	L-3 Communications Holdings, Inc.		1,602,428
	20,376	Lockheed Martin Corp.		1,713,214
	39,906	Northrop Grumman Corp.		1,797,366
	29,085	Precision Castparts Corp.		1,729,976
	32,849	Raytheon Co.		1,676,613
	43,255	Rockwell Collins, Inc.		1,690,838
				17,194,875
		Agricultural Commodities/Milling (0.2%)
	56,267	Archer-Daniels-Midland Co.		1,622,178
		Air Freight/Couriers (0.8%)
	31,485	C.H. Robinson Worldwide, Inc.		1,732,620
	49,175	Expeditors International of Washington, Inc.		1,636,052
	24,752	FedEx Corp.		1,587,841
	29,572	United Parcel Service, Inc. (Class B)		1,631,192
				6,587,705
		Airlines (0.2%)
	204,569	Southwest Airlines Co.		1,763,385
		Aluminum (0.2%)
	178,646	Alcoa, Inc.		2,011,554
		Apparel/Footwear (1.0%)
	77,632	Coach, Inc. (a)		1,612,417
	262,099	Jones Apparel Group, Inc.		1,535,900
	34,005	Nike, Inc. (Class B)		1,734,255
	37,330	Polo Ralph Lauren Corp.		1,695,155
	31,341	V.F. Corp.		1,716,547
				8,294,274
		Apparel/Footwear Retail (1.0%)
	68,891	Abercrombie & Fitch Co. (Class A)		1,589,315
	120,138	Gap, Inc. (The)		1,608,648
	173,616	Limited Brands, Inc.		1,743,105
	137,263	Nordstrom, Inc.		1,826,971
	78,947	TJX Companies, Inc. (The)		1,623,940
				8,391,979
		Auto Parts: O.E.M. (0.4%)
	38,162	Eaton Corp.		1,897,033
	89,327	Johnson Controls, Inc.		1,622,178
				3,519,211
		Automotive Aftermarket (0.2%)
	266,382	Goodyear Tire & Rubber Co. (The) (a)		1,590,301
		Beverages: Alcoholic (0.6%)
	32,422	Brown-Forman Corp. (Class B)		1,669,409
	101,282	Constellation Brands Inc. (Class A) (a)		1,597,217
	37,603	Molson Coors Brewing Co. (Class B)		1,839,539
				5,106,165
		Beverages: Non-Alcoholic (1.0%)
	36,693	Coca-Cola Co. (The)		1,661,092
	138,393	Coca-Cola Enterprises Inc.		1,664,868
	96,124	Dr Pepper Snapple Group Inc.		1,562,015
	79,890	Pepsi Bottling Group, Inc. (The)		1,798,324
	30,140	PepsiCo, Inc.		1,650,768
��
				8,337,067
		Biotechnology (1.6%)
	28,191	Amgen Inc. (a)		1,628,030
	37,196	Biogen Idec Inc. (a)		1,771,646
	29,821	Celgene Corp. (a)		1,648,505
	20,331	Cephalon, Inc. (a)		1,566,300
	23,905	Genzyme Corp. (a)		1,586,575

See Notes to Financial Statements

7

Morgan Stanley Equally-Weighted S&P 500 Fund

Portfolio of Investment - December 31, 2008 (unaudited) continued

NUMBER OF
SHARES			VALUE
	35,001	Gilead Sciences, Inc. (a)	$	1,789,951
	74,578	Life Technologies Corp		1,738,413
	34,091	Millipore Corp. (a)		1,756,368
				13,485,788
		Building Products (0.2%)
	147,235	Masco Corp.		1,638,726
		Cable/Satellite TV (0.6%)
	103,443	Comcast Corp. (Class A)		1,746,118
	79,356	DIRECTV Group, Inc. (The) (a)		1,818,046
	82,430	Scripps Networks Interactive (Class A)		1,813,460
				5,377,624
		Casino/Gaming (0.4%)
	141,728	International Game Technology		1,685,146
	37,869	Wynn Resorts, Ltd. (a)		1,600,344
				3,285,490
		Chemicals: Agricultural (0.4%)
	34,020	CF Industries Holdings Inc		1,672,423
	22,759	Monsanto Co.		1,601,096
				3,273,519
		Chemicals: Major Diversified (0.9%)
	81,188	Dow Chemical Co. (The)		1,225,127
	63,682	Du Pont (E.I.) de Nemours & Co.		1,611,155
	58,831	Eastman Chemical Co.		1,865,531
	59,652	International Flavors & Fragrances, Inc.		1,772,857
	24,003	Rohm & Haas Co.		1,483,145
				7,957,815
		Chemicals: Specialty (0.6%)
	34,961	Air Products & Chemicals, Inc.		1,757,489
	29,159	Praxair, Inc.		1,730,878
	38,933	Sigma-Aldrich Corp.		1,644,530
				5,132,897
		Coal (0.6%)
	59,361	CONSOL Energy, Inc.		1,696,537
	129,901	Massey Energy Co.		1,791,335
	70,482	Peabody Energy Corp.		1,603,466
				5,091,338
		Commercial Printing/Forms (0.2%)
	121,028	Donnelley (R.R.) & Sons Co.		1,643,560
		Computer Communications (0.6%)
	94,574	Cisco Systems, Inc. (a)		1,541,556
	100,306	Juniper Networks, Inc. (a)		1,756,358
	127,067	QLogic Corp. (a)		1,707,780
				5,005,694
		Computer Peripherals (0.6%)
	149,019	EMC Corp. (a)		1,560,229
	56,121	Lexmark International, Inc. (Class A) (a)		1,509,655
	126,833	NetApp Inc		1,771,857
	42,000	Seagate Technology Inc. (Escrow) (d) (a)		0
				4,841,741
		Computer Processing Hardware (0.8%)
	18,647	Apple Inc. (a)		1,591,521
	154,441	Dell Inc. (a)		1,581,476
	49,115	Hewlett-Packard Co.		1,782,383
	416,246	Sun Microsytems (a)		1,590,060
				6,545,440
		Construction Materials (0.2%)
	24,271	Vulcan Materials Co.		1,688,776
		Containers/Packaging (1.0%)
	42,152	Ball Corp.		1,753,102
	64,591	Bemis Company, Inc.		1,529,515
	68,448	Owens-Illinois, Inc. (a)		1,870,684
	68,223	Pactiv Corp. (a)		1,697,388
	114,929	Sealed Air Corp.		1,717,039
				8,567,728

See Notes to Financial Statements

8

Morgan Stanley Equally-Weighted S&P 500 Fund

Portfolio of Investment - December 31, 2008 (unaudited) continued

NUMBER OF
SHARES			VALUE
		Contract Drilling (0.8%)
	59,046	ENSCO International Inc.	$	1,676,316
	145,170	Nabors Industries, Ltd. (Bermuda) (a)		1,737,685
	74,679	Noble Corp. (Cayman Islands)		1,649,659
	102,887	Rowan Companies, Inc.		1,635,903
				6,699,563
		Data Processing Services (1.5%)
	35,787	Affiliated Computer Services, Inc. (Class A) (a)		1,644,413
	42,911	Automatic Data Processing, Inc.		1,688,119
	266,711	Convergys Corp. (a)		1,709,618
	96,181	Fidelity National Information Services, Inc.		1,564,865
	44,739	Fiserv, Inc. (a)		1,627,157
	62,106	Paychex, Inc.		1,632,146
	115,622	Total System Services, Inc.		1,618,708
	125,734	Western Union Co.		1,803,026
				13,288,052
		Department Stores (0.6%)
	45,692	Kohl’s Corp. (a)		1,654,050
	164,885	MACY’S Inc.		1,706,560
	78,834	Penney (J.C.) Co., Inc.		1,553,030
				4,913,640
		Discount Stores (1.1%)
	106,522	Big Lots, Inc. (a)		1,543,504
	30,308	Costco Wholesale Corp.		1,591,170
	64,387	Family Dollar Stores, Inc.		1,678,569
	44,564	Sears Holdings Corp. (a)		1,732,203
	50,628	Target Corp.		1,748,185
	29,248	Wal-Mart Stores, Inc.		1,639,643
				9,933,274
		Drugstore Chains (0.4%)
	60,470	CVS/Caremark Corp.		1,737,908
	67,019	Walgreen Co.		1,653,359
				3,391,267
		Electric Utilities (5.4%)
	206,885	AES Corp. (The) (a)		1,704,732
	51,673	Allegheny Energy, Inc. (a)		1,749,648
	49,871	Ameren Corp.		1,658,709
	51,090	American Electric Power Co., Inc.		1,700,275
	129,621	CenterPoint Energy, Inc.		1,635,817
	167,723	CMS Energy Corp.		1,695,680
	42,192	Consolidated Edison, Inc.		1,642,535
	65,227	Constellation Energy Group		1,636,545
	46,606	Dominion Resources, Inc.		1,670,359
	46,861	DTE Energy Co.		1,671,532
	109,798	Duke Energy Corp.		1,648,068
	51,683	Edison International		1,660,058
	19,916	Entergy Corp.		1,655,617
	32,971	Exelon Corp.		1,833,517
	32,619	FirstEnergy Corp.		1,584,631
	34,567	FPL Group, Inc.		1,739,757
	39,105	Integrys Energy Group, Inc.		1,680,733
	95,208	Pepco Holdings, Inc.		1,690,894
	42,224	PG&E Corp.		1,634,491
	54,234	Pinnacle West Capital Corp.		1,742,538
	54,543	PPL Corp.		1,673,925
	41,920	Progress Energy, Inc.		1,670,512
	56,784	Public Service Enterprise Group Inc.		1,656,389
	42,300	SCANA Corp.		1,505,880
	44,012	Southern Co. (The)		1,628,444
	145,591	TECO Energy, Inc.		1,798,049
	39,330	Wisconsin Energy Corp.		1,651,073
	94,875	Xcel Energy, Inc.		1,759,931
				46,980,339
		Electrical Products (0.6%)
	55,130	Cooper Industries Ltd. (Class A) (Bermuda)		1,611,450
	47,921	Emerson Electric Co.		1,754,388
	112,047	Molex Inc.		1,623,561
				4,989,399
		Electronic Components (1.0%)
	66,836	Amphenol Corporation (Class A)		1,602,727
	257,952	Jabil Circuit, Inc.		1,741,176
	108,357	MEMC Electronic Materials, Inc. (a)		1,547,338

See Notes to Financial Statements

9

Morgan Stanley Equally-Weighted S&P 500 Fund

Portfolio of Investment - December 31, 2008 (unaudited) continued

NUMBER OF
SHARES			VALUE
	181,701	SanDisk Corp. (a)	$	1,744,330
	103,706	Tyco Electronics Ltd. (Bermuda)		1,681,074
				8,316,645
		Electronic Equipment/Instruments (0.7%)
	100,138	Agilent Technologies, Inc. (a)		1,565,157
	392,565	JDS Uniphase Corp. (a)		1,432,862
	52,948	Rockwell Automation, Inc.		1,707,044
	215,161	Xerox Corp. (a)		1,714,833
				6,419,896
		Electronic Production Equipment (0.8%)
	171,801	Applied Materials, Inc.		1,740,344
	75,861	KLA-Tencor Corp.		1,653,011
	127,663	Novellus Systems, Inc. (a)		1,575,361
	405,838	Teradyne, Inc. (a)		1,712,636
				6,681,352
		Electronics/Appliance Stores (0.4%)
	56,040	Best Buy Co., Inc.		1,575,284
	134,429	RadioShack Corp.		1,605,082
				3,180,366
		Electronics/Appliances (0.6%)
	264,223	Eastman Kodak Co.		1,738,587
	105,145	Harman International Industries, Inc.		1,759,076
	40,586	Whirlpool Corp.		1,678,231
				5,175,894
		Engineering & Construction (0.4%)
	36,020	Fluor Corp.		1,616,217
	34,290	Jacobs Engineering Group, Inc. (a)		1,649,349
				3,265,566
		Environmental Services (0.4%)
	73,991	Republic Services, Inc.		1,834,237
	52,236	Waste Management, Inc.		1,731,101
				3,565,338
		Finance/Rental/Leasing (1.3%)
	525,949	American Capital Ltd.		1,704,075
	52,639	Capital One Financial Corp.		1,678,658
	377,605	CIT Group, Inc.		1,714,327
	168,552	Discover Financial Services		1,606,301
	10,293	Mastercard Inc. Class A (a)		1,471,178
	42,902	Ryder System, Inc.		1,663,740
	184,378	SLM Corp.		1,640,964
				11,479,243
		Financial Conglomerates (1.1%)
	83,904	American Express Co.		1,556,419
	224,090	Citigroup, Inc.		1,503,644
	55,395	JPMorgan Chase & Co.		1,746,604
	77,742	Leucadia National Corp. (a)		1,539,292
	85,474	Principal Financial Group, Inc.		1,929,148
	55,773	Prudential Financial, Inc.		1,687,691
				9,962,798
		Financial Publishing/Services (0.8%)
	23,641	Dun & Bradstreet Corp. (a)		1,825,085
	68,035	Equifax, Inc.		1,804,288
	68,593	McGraw-Hill Companies, Inc. (The)		1,590,672
	74,327	Moody’s Corp.		1,493,229
				6,713,274
		Food Distributors (0.2%)
	66,980	SYSCO Corp.		1,536,521
		Food Retail (0.8%)
	62,067	Kroger Co. (The)		1,639,189
	70,119	Safeway Inc.		1,666,729
	125,115	SUPERVALU, Inc.		1,826,679
	175,288	Whole Foods Market, Inc.		1,654,719
				6,787,316
		Food: Major Diversified (1.4%)
	57,444	Campbell Soup Co.		1,723,894
	102,019	ConAgra Foods Inc.		1,683,314
	27,632	General Mills, Inc.		1,678,644
	42,347	Heinz (H.J.) Co.		1,592,247
	40,804	Kellogg Co.		1,789,255

See Notes to Financial Statements

10

Morgan Stanley Equally-Weighted S&P 500 Fund

Portfolio of Investment - December 31, 2008 (unaudited) continued

NUMBER OF
SHARES			VALUE
	61,128	Kraft Foods Inc. (Class A)	$	1,641,287
	167,713	Sara Lee Corp.		1,641,910
				11,750,551
		Food: Meat/Fish/Dairy (0.4%)
	92,109	Dean Foods Co.		1,655,199
	214,344	Tyson Foods, Inc. (Class A)		1,877,653
				3,532,852
		Food: Specialty/Candy (0.6%)
	46,500	Hershey Foods Co. (The)		1,615,410
	50,052	McCormick & Co., Inc. (Non-Voting)		1,594,657
	41,612	Smucker (J.M.) Co.		1,804,296
				5,014,363
		Forest Products (0.2%)
	52,053	Weyerhaeuser Co.		1,593,342
		Gas Distributors (1.4%)
	808,396	Dynegy, Inc. (Class A) (a)		1,616,792
	51,700	Equitable Resources, Inc.		1,734,535
	46,381	Nicor Inc.		1,611,276
	149,155	NiSource, Inc.		1,636,230
	53,126	Questar Corp.		1,736,689
	39,792	Sempra Energy		1,696,333
	108,124	Spectra Energy Corp.		1,701,872
				11,733,727
		Home Building (0.9%)
	147,377	Centex Corp.		1,568,091
	219,121	D.R. Horton, Inc.		1,549,185
	116,967	KB Home		1,593,091
	172,141	Lennar Corp. (Class A)		1,492,462
	149,291	Pulte Homes, Inc.		1,631,751
				7,834,580
		Home Furnishings (0.4%)
	115,741	Leggett & Platt, Inc.		1,758,106
	166,224	Newell Rubbermaid, Inc.		1,625,671
				3,383,777
		Home Improvement Chains (0.8%)
	50,093	Fastenal Co.		1,745,741
	67,311	Home Depot, Inc. (The)		1,549,499
	77,392	Lowe’s Companies, Inc.		1,665,476
	29,465	Sherwin-Williams Co.		1,760,534
				6,721,250
		Hospital/Nursing Management (0.2%)
	1,620,681	Tenet Healthcare Corp. (a)		1,863,783
		Hotels/Resorts/Cruiselines (0.8%)
	71,080	Carnival Corp (Units) (Panama) (c)		1,728,666
	96,798	Marriott International, Inc. (Class A)		1,882,721
	91,747	Starwood Hotels & Resorts Worldwide, Inc.		1,642,271
	226,456	Wyndham Worldwide Corp. (a)		1,483,287
				6,736,945
		Household/Personal Care (1.2%)
	68,594	Avon Products, Inc.		1,648,314
	30,108	Clorox Co. (The)		1,672,800
	25,081	Colgate-Palmolive Co.		1,719,052
	55,170	Estee Lauder Companies, Inc. (The) (Class A)		1,708,063
	31,898	Kimberly-Clark Corp.		1,682,301
	28,901	Procter & Gamble Co. (The)		1,786,660
				10,217,190
		Industrial Conglomerates (1.7%)
	28,446	3M Co.		1,636,783
	29,272	Danaher Corp.		1,657,088
	100,041	General Electric Co. (b)		1,620,664
	49,871	Honeywell International, Inc.		1,637,265
	99,832	Ingersoll-Rand Co. Ltd. (Class A) (Bermuda)		1,732,085
	35,714	ITT Corp.		1,642,487
	106,902	Textron, Inc.		1,482,731
	76,251	Tyco International Ltd. (Bermuda)		1,647,022
	33,832	United Technologies Corp.		1,813,395
				14,869,520

See Notes to Financial Statements

11

Morgan Stanley Equally-Weighted S&P 500 Fund

Portfolio of Investment - December 31, 2008 (unaudited) continued

NUMBER OF
SHARES			VALUE
		Industrial Machinery (0.6%)
	31,321	Flowserve Corp. (a)	$	1,613,032
	47,294	Illinois Tool Works Inc.		1,657,655
	45,418	Parker Hannifin Corp.		1,932,082
				5,202,769
		Industrial Specialties (0.4%)
	46,969	Ecolab Inc.		1,650,960
	39,502	PPG Industries, Inc.		1,676,070
				3,327,030
		Information Technology Services (1.0%)
	71,503	Citrix Systems, Inc. (a)		1,685,326
	96,773	Cognizant Technology Solutions Corp. (Class A) (a)		1,747,720
	49,179	Computer Sciences Corp. (a)		1,728,150
	19,520	International Business Machines Corp.		1,642,803
	108,180	Teradata Corp		1,604,309
				8,408,308
		Insurance Brokers/Services (0.4%)
	37,581	AON Corp.		1,716,700
	70,544	Marsh & McLennan Companies, Inc.		1,712,103
				3,428,803
		Integrated Oil (1.2%)
	22,282	Chevron Corp.		1,648,200
	33,889	ConocoPhillips		1,755,450
	23,151	Exxon Mobil Corp.		1,848,144
	34,437	Hess Corp.		1,847,201
	66,987	Marathon Oil Corp.		1,832,764
	37,749	Murphy Oil Corp.		1,674,168
				10,605,927
		Internet Retail (0.4%)
	33,783	Amazon.com, Inc. (a)		1,732,392
	68,916	Gamestop Corp. (Class A) (a)		1,492,721
				3,225,113
		Internet Software/Services (0.7%)
	112,125	Akamai Technologies, Inc. (a)		1,691,966
	5,075	Google Inc. (Class A) (a)		1,561,324
	77,780	VeriSign, Inc. (a)		1,484,042
	129,955	Yahoo! Inc. (a)		1,585,451
				6,322,783
		Investment Banks/Brokers (1.7%)
	76,326	Ameriprise Financial, Inc.		1,782,975
	7,365	CME Group Inc.		1,532,730
	1,466,276	E*TRADE Group, Inc. (a)		1,686,217
	19,536	Goldman Sachs Group, Inc. (The)		1,648,643
	20,052	Intercontinental Exchange Inc.		1,653,087
	104,005	Morgan Stanley (Note 4)		1,668,240
	71,054	Nasdaq Stock Market Inc. (a)		1,755,744
	60,308	NYSE Euronext		1,651,233
	110,344	Schwab (Charles) Corp. (The)		1,784,262
				15,163,131
		Investment Managers (1.4%)
	101,749	Federated Investors, Inc. (Class B)		1,725,663
	26,285	Franklin Resources, Inc.		1,676,457
	122,609	Invesco Ltd		1,770,474
	207,959	Janus Capital Group, Inc.		1,669,911
	81,318	Legg Mason, Inc.		1,781,677
	47,375	Price (T.) Rowe Group, Inc.		1,678,970
	40,403	State Street Corp.		1,589,050
				11,892,202
		Life/Health Insurance (1.1%)
	35,949	AFLAC, Inc.		1,647,902
	518,109	Genworth Financial Inc. (Class A)		1,466,248
	91,763	Lincoln National Corp.		1,728,815
	46,701	MetLife, Inc.		1,627,997
	36,943	Torchmark Corp.		1,651,352
	95,986	UnumProvident Corp.		1,785,340
				9,907,654

See Notes to Financial Statements

12

Morgan Stanley Equally-Weighted S&P 500 Fund

Portfolio of Investment - December 31, 2008 (unaudited) continued

NUMBER OF
SHARES			VALUE
		Major Banks (2.2%)
	126,375	Bank of America Corp.	$	1,779,360
	62,035	Bank of New York Mellon Corp.		1,757,452
	63,345	BB&T Corp.		1,739,454
	84,859	Comerica, Inc.		1,684,451
	238,378	Huntington Bancshares, Inc.		1,825,975
	215,589	KeyCorp		1,836,818
	36,725	PNC Financial Services Group		1,799,525
	215,907	Regions Financial Corp.		1,718,620
	53,950	SunTrust Banks, Inc.		1,593,683
	68,685	U.S. Bancorp		1,717,812
	59,336	Wells Fargo & Co.		1,749,225
				19,202,375
		Major Telecommunications (0.8%)
	57,976	AT&T Inc.		1,652,316
	50,942	Embarq Corp.		1,831,874
	840,340	Sprint Nextel Corp.		1,537,822
	52,437	Verizon Communications, Inc.		1,777,614
				6,799,626
		Managed Health Care (1.2%)
	64,308	Aetna, Inc.		1,832,778
	107,476	CIGNA Corp.		1,810,971
	120,849	Coventry Health Care, Inc. (a)		1,798,233
	45,098	Humana, Inc. (a)		1,681,253
	59,549	UnitedHealth Group Inc.		1,584,003
	37,327	WellPoint Inc. (a)		1,572,587
				10,279,825
		Media Conglomerates (1.0%)
	225,396	CBS Corp. (Class B)		1,845,993
	76,921	Disney (Walt) Co. (The)		1,745,337
	189,938	News Corp. (Class A)		1,726,536
	157,137	Time Warner, Inc.		1,580,798
	90,170	Viacom Inc. (Class B) (a)		1,718,640
				8,617,304
		Medical Distributors (0.8%)
	47,392	AmerisourceBergen Corp.		1,689,999
	50,224	Cardinal Health, Inc.		1,731,221
	44,774	McKesson Corp.		1,734,097
	94,631	Patterson Companies, Inc. (a)		1,774,331
				6,929,648
		Medical Specialties (3.3%)
	21,789	Bard (C.R.), Inc.		1,835,941
	32,383	Baxter International, Inc.		1,735,405
	24,428	Becton, Dickinson & Co.		1,670,631
	206,749	Boston Scientific Corp. (a)		1,600,237
	47,546	Covidien Ltd.		1,723,067
	60,247	DENTSPLY International, Inc.		1,701,375
	60,524	Hospira, Inc. (a)		1,623,254
	12,985	Intuitive Surgical, Inc. (a)		1,648,965
	53,647	Medtronic, Inc.		1,685,589
	66,071	Pall Corp.		1,878,399
	117,700	PerkinElmer, Inc.		1,637,207
	49,795	St. Jude Medical, Inc. (a)		1,641,243
	44,585	Stryker Corp.		1,781,171
	48,517	Thermo Fisher Scientific, Inc. (a)		1,652,974
	47,117	Varian Medical Systems, Inc. (a)		1,650,980
	44,619	Waters Corp. (a)		1,635,286
	43,749	Zimmer Holdings, Inc. (a)		1,768,335
				28,870,059
		Medical/Nursing Services (0.2%)
	32,593	DaVita, Inc. (a)		1,615,635
		Miscellaneous Commercial Services (0.2%)
	77,692	Cintas Corp.		1,804,785
		Miscellaneous Manufacturing (0.2%)
	54,777	Dover Corp.		1,803,259
		Motor Vehicles (0.5%)
	552,630	Ford Motor Co. (a)		1,265,523
	381,482	General Motors Corp.		1,220,742
	94,958	Harley-Davidson, Inc.		1,611,437
				4,097,702

See Notes to Financial Statements

13

Morgan Stanley Equally-Weighted S&P 500 Fund

Portfolio of Investment - December 31, 2008 (unaudited) continued

NUMBER OF
SHARES			VALUE
		Multi-Line Insurance (0.4%)
	1,018,912	American International Group, Inc.	$	1,599,692
	92,089	Hartford Financial Services Group, Inc. (The)		1,512,101
				3,111,793
		Office Equipment/Supplies (0.4%)
	48,099	Avery Dennison Corp.		1,574,280
	65,790	Pitney Bowes, Inc.		1,676,329
				3,250,609
		Oil & Gas Pipelines (0.4%)
	214,831	El Paso Corp.		1,682,127
	115,707	Williams Companies, Inc. (The)		1,675,437
				3,357,564
		Oil & Gas Production (2.3%)
	46,776	Anadarko Petroleum Corp.		1,803,215
	21,981	Apache Corp.		1,638,244
	67,228	Cabot Oil & Gas Corp.		1,747,928
	102,082	Chesapeake Energy Corp.		1,650,666
	24,065	Devon Energy Corp.		1,581,311
	25,097	EOG Resources, Inc.		1,670,958
	34,078	Noble Energy, Inc.		1,677,319
	28,411	Occidental Petroleum Corp.		1,704,376
	100,385	Pioneer Natural Resources Co. (a)		1,624,229
	47,475	Range Resources Corp.		1,632,665
	61,512	Southwestern Energy Co. (a)		1,782,003
	43,943	XTO Energy, Inc.		1,549,870
				20,062,784
		Oil Refining/Marketing (0.6%)
	37,287	Sunoco, Inc.		1,620,493
	136,737	Tesoro Corp.		1,800,826
	74,328	Valero Energy Corp.		1,608,458
				5,029,777
		Oilfield Services/Equipment (1.6%)
	53,695	Baker Hughes Inc.		1,721,999
	154,498	BJ Services Co.		1,802,992
	81,922	Cameron International Corp. (a)		1,679,401
	93,104	Halliburton Co.		1,692,631
	69,461	National-Oilwell Varco, Inc. (a)		1,697,627
	42,957	Schlumberger Ltd. (Netherlands Antilles)		1,818,370
	69,609	Smith International, Inc.		1,593,350
	158,783	Weatherford International Ltd. (Bermuda) (a)		1,718,032
				13,724,402
		Other Consumer Services (0.8%)
	20,865	Apollo Group, Inc. (Class A) (a)		1,598,676
	79,751	Block (H&R), Inc.		1,811,943
	113,390	eBay Inc. (a)		1,582,924
	214,006	Expedia, Inc. (a)		1,763,409
				6,756,952
		Other Consumer Specialties (0.2%)
	40,524	Fortune Brands, Inc.		1,672,831
		Other Metals/Minerals (0.2%)
	184,132	Titanium Metals Corp.		1,622,203
		Packaged Software (2.4%)
	78,838	Adobe Systems, Inc. (a)		1,678,461
	87,092	Autodesk, Inc. (a)		1,711,358
	65,930	BMC Software, Inc. (a)		1,774,176
	88,921	CA Inc.		1,647,706
	256,083	Compuware Corp. (a)		1,728,560
	70,119	Intuit Inc. (a)		1,668,131
	50,800	McAfee Inc. (a)		1,756,156
	82,466	Microsoft Corp. (b)		1,603,139
	490,130	Novell, Inc. (a)		1,906,606
	91,691	Oracle Corp. (a)		1,625,681
	50,472	Salesforce.com Inc. (a)		1,615,609
	121,209	Symantec Corp. (a)		1,638,746
				20,354,329
		Personnel Services (0.4%)
	127,792	Monster Worldwide Inc. (a)		1,545,005
	82,212	Robert Half International, Inc.		1,711,654
				3,256,659

See Notes to Financial Statements

14

Morgan Stanley Equally-Weighted S&P 500 Fund

Portfolio of Investment - December 31, 2008 (unaudited) continued

NUMBER OF
SHARES			VALUE
		Pharmaceuticals: Generic Drugs (0.4%)
	180,338	Mylan Laboratories, Inc.	$	1,783,543
	71,169	Watson Pharmaceuticals, Inc. (a)		1,890,960
				3,674,503
		Pharmaceuticals: Major (1.6%)
	30,174	Abbott Laboratories		1,610,386
	76,295	Bristol-Myers Squibb Co.		1,773,859
	26,789	Johnson & Johnson		1,602,786
	45,415	Lilly (Eli) & Co.		1,828,862
	57,082	Merck & Co., Inc.		1,735,293
	94,235	Pfiezer, Inc. (b)		1,668,902
	95,898	Schering-Plough Corp.		1,633,143
	43,860	Wyeth		1,645,189
				13,498,420
		Pharmaceuticals: Other (0.6%)
	47,619	Allergan, Inc.		1,919,998
	66,083	Forest Laboratories, Inc. (a)		1,683,134
	158,467	King Pharmaceuticals, Inc. (a)		1,682,938
				5,286,070
		Precious Metals (0.4%)
	67,602	Freeport-McMoRan Copper & Gold, Inc.		1,652,193
	42,778	Newmont Mining Corp.		1,741,065
				3,393,258
		Property – Casualty Insurers (1.3%)
	50,395	Allstate Corp. (The)		1,650,940
	33,102	Chubb Corp. (The)		1,688,202
	53,342	Cincinnati Financial Corp.		1,550,652
	58,266	Loews Corp.		1,646,015
	113,449	Progressive Corp. (The)		1,680,180
	38,055	Travelers Companies, Inc. (The)		1,720,086
	407,565	XL Capital Ltd. (Class A) (Cayman Islands)		1,507,991
				11,444,066
		Publishing: Books/Magazines (0.2%)
	103,716	Meredith Corp.		1,775,618
		Publishing: Newspapers (0.6%)
	208,789	Gannett Co., Inc.		1,670,312
	247,009	New York Times Co. (The) (Class A)		1,810,576
	4,424	Washington Post Co. (The) (Class B)		1,726,466
				5,207,354
		Pulp & Paper (0.4%)
	133,191	International Paper Co.		1,571,654
	144,015	MeadWestvaco Corp.		1,611,528
				3,183,182
		Railroads (0.8%)
	22,133	Burlington Northern Santa Fe Corp.		1,675,689
	51,590	CSX Corp.		1,675,127
	39,022	Norfolk Southern Corp.		1,835,985
	36,334	Union Pacific Corp.		1,736,765
				6,923,566
		Real Estate Development (0.2%)
	411,681	CB Richard Ellis Group, Inc. (Class A) (a)		1,778,462
		Real Estate Investment Trusts (2.4%)
	131,410	Apartment Investment & Management Co. (Class A)		1,517,786
	27,117	AvalonBay Communities, Inc.		1,642,748
	30,754	Boston Properties, Inc.		1,691,470
	55,683	Equity Residential		1,660,467
	61,561	HCP INC		1,709,549
	225,892	Host Hotels & Resorts Inc.		1,710,002
	83,328	Kimco Realty Corp.		1,523,236
	46,566	Plum Creek Timber Co., Inc.		1,617,703
	172,919	ProLogis		2,401,845
	21,648	Public Storage, Inc.		1,721,016
	29,825	Simon Property Group, Inc.		1,584,602
	29,047	Vornado Realty Trust		1,752,986
				20,533,410

See Notes to Financial Statements

15

Morgan Stanley Equally-Weighted S&P 500 Fund

Portfolio of Investment - December 31, 2008 (unaudited) continued

NUMBER OF
SHARES				VALUE
		Recreational Products (0.6%)
	92,237	Electronic Arts Inc. (a)		$	1,479,481
	59,683	Hasbro, Inc.			1,740,953
	108,902	Mattel, Inc.			1,742,432
					4,962,866
		Regional Banks (1.2%)
	227,080	Fifth Third Bancorp			1,875,681
	154,248	First Horizon National Corp.			1,630,397
	29,873	M&T Bank Corp.			1,715,009
	135,136	Marshall & Ilsley Corp			1,843,255
	33,790	Northern Trust Corp.			1,761,811
	65,367	Zions Bancorporation			1,602,145
					10,428,298
		Restaurants (0.8%)
	61,017	Darden Restaurants, Inc.			1,719,459
	26,750	McDonald’s Corp.			1,663,583
	176,025	Starbucks Corp. (a)			1,665,197
	53,645	Yum! Brands, Inc.			1,689,818
					6,738,057
		Retail Strip Centers (0.2%)	��
	332,334	Developers Diversified Realty Corp.			1,621,790
		Savings Banks (0.6%)
	116,836	Hudson City Bancorp, Inc.			1,864,703
	90,066	People’s United Financial Inc.			1,605,877
	603,193	Sovereign Bancorp, Inc.			1,797,515
					5,268,095
		Semiconductors (2.5%)
	767,724	Advanced Micro Devices, Inc. (a)			1,658,284
	99,165	Altera Corp.			1,657,047
	84,802	Analog Devices, Inc.			1,612,934
	92,682	Broadcom Corp. (Class A) (a)			1,572,814
	111,570	Intel Corp. (b)			1,635,616
	78,655	Linear Technology Corp.			1,739,849
	431,515	LSI Logic Corp. (a)			1,419,684
	80,274	Microchip Technology Inc.			1,567,751
	581,651	Micron Technology, Inc. (a)			1,535,559
	171,336	National Semiconductor Corp.			1,725,354
	204,881	NVIDIA Corp. (a)			1,653,390
	115,389	Texas Instruments Inc.			1,790,837
	100,467	Xilinx, Inc.			1,790,322
					21,359,441
		Services to the Health Industry (1.1%)
	26,574	Express Scripts, Inc. (a)			1,461,039
	109,782	IMS Health Inc.			1,664,295
	25,837	Laboratory Corp. of America Holdings (a)			1,664,161
	40,484	Medco Health Solutions Inc. (a)			1,696,684
	34,646	Quest Diagnostics Inc.			1,798,474
	30,815	Stericycle, Inc. (a)			1,604,845
					9,889,498
		Specialty Insurance (0.4%)
	58,769	Assurant, Inc.			1,763,070
	345,943	MBIA Inc.			1,407,988
					3,171,058
		Specialty Stores (1.2%)
	180,544	AutoNation, Inc. (a)			1,783,775
	13,198	AutoZone, Inc. (a)			1,840,725
	62,679	Bed Bath & Beyond Inc. (a)			1,593,300
	574,035	Office Depot, Inc. (a)			1,710,624
	89,086	Staples, Inc.			1,596,421
	69,627	Tiffany & Co.			1,645,286
					10,170,131
		Specialty Telecommunications (1.0%)
	55,357	American Tower Corp. (Class A) (a)			1,623,067
	67,062	CenturyTel, Inc.			1,832,804
	190,452	Frontier Communication Corp.			1,664,550
	504,227	Qwest Communications International, Inc. (a)			1,835,386
	175,876	Windstream Corp.			1,618,059
					8,573,866

See Notes to Financial Statements

16

Morgan Stanley Equally-Weighted S&P 500 Fund

Portfolio of Investment - December 31, 2008 (unaudited) continued

NUMBER OF
SHARES					VALUE
		Steel (0.8%)
	180,988	AK Steel Holding Corp. (a)			$	1,686,808
	66,486	Allegheny Technologies, Inc.				1,697,388
	38,314	Nucor Corp.				1,770,107
	46,852	United States Steel Corp.				1,742,894
						6,897,197
		Telecommunication Equipment (1.1%)
	232,189	Ciena Corp. (a)				1,555,666
	185,467	Corning Inc. (a)				1,767,501
	46,693	Harris Corp.				1,776,669
	368,415	Motorola, Inc.				1,632,078
	46,761	QUALCOMM, Inc.				1,675,447
	375,196	Tellabs, Inc. (a)				1,545,808
						9,953,169
		Tobacco (1.0%)
	106,693	Altria Group, Inc.				1,606,797
	30,334	Lorillard, Inc.				1,709,321
	38,955	Philip Morris International				1,694,932
	40,076	Reynolds American, Inc.				1,615,464
	23,457	UST, Inc.				1,627,447
						8,253,961
		Tools/Hardware (0.6%)
	36,627	Black & Decker Corp.				1,531,375
	42,422	Snap-On, Inc.				1,670,578
	53,532	Stanley Works (The)				1,825,441
						5,027,394
		Trucks/Construction/Farm Machinery (0.9%)
	38,433	Caterpillar Inc.				1,716,802
	60,994	Cummins Inc.				1,630,370
	41,398	Deere & Co.				1,586,371
	179,499	Manitowoc Co., Inc.				1,554,461
	59,774	PACCAR, Inc.				1,709,536
						8,197,540
		Wholesale Distributors (0.4%)
	46,895	Genuine Parts Co.				1,775,445
	23,639	Grainger (W.W.), Inc.				1,863,699
						3,639,144
		Total Common Stocks
		(Cost $786,552,212)				840,343,872
NUMBER OF
SHARES (000)
		Short-Term Investment (e) (0.4%)
		Investment Company
	3,364	Morgan Stanley Institutional Liquidity Funds – Money Market Portfolio – Institutional Class (Cost $3,363,795)				3,363,795
Total Investments
(Cost $789,916,007) (f)(g)			98.3	%		843,707,667
Other Assets In Excess of Liabilities			1.7			14,653,694
Net Assets			100.0	%	$	858,361,361

(a)	Non-income producing security.
(b)	A portion of this security has been physically segregated in connection with open futures contracts in the amount of $2,920,500.
(c)	Consist of one or more class of securities traded together as a unit. Stocks with attached paired trust shares.
(d)	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.
(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 an amount equal to $5,855,475 in connection with open futures contracts.
(g)	The aggregate cost for federal income tax purposes approximates the aggregate cost for book purposes. The aggregate gross unrealized appreciation is $255,924,159 and the aggregate gross unrealized depreciation is $202,132,499 resulting in net unrealized appreciation of $53,791,660.

See Notes to Financial Statements

17

Morgan Stanley Equally-Weighted S&P 500 Fund

Portfolio of Investment - December 31, 2008 (unaudited) continued

Futures Contracts Open at December 31, 2008:

NUMBER OF			DESCRIPTION, DELIVERY	UNDERLYING FACE		UNREALIZED
CONTRACTS		LONG/SHORT	MONTH AND YEAR	AMOUNT AT VALUE		APPRECIATION
	590	Long	S&P 500 Mini Index March 2009	$	26,552,950	$	57,395

Summary of Investments

				PERCENT OF
				TOTAL
SECTOR	VALUE			INVESTMENTS
Finance	$	138,393,178			16.4	%
Electronic Technology		86,318,253			10.2
Health Technology		64,814,840			7.7
Consumer Non-Durables		60,506,423			7.2
Utilities		58,714,066			7.0
Retail Trade		56,714,336			6.7
Technology Services		48,373,472			5.7
Consumer Services		44,495,344			5.3
Producer Manufacturing		43,471,033			5.2
Energy Minerals		40,789,826			4.8
Consumer Durables		33,745,345			4.0
Process Industries		33,064,349			4.0
Industrial Services		30,612,433			3.6
Health Services		23,648,741			2.8
Commercial Services		16,722,442			2.0
Non-Energy Minerals		17,206,330			2.0
Communications		15,373,492			1.8
Transportation		15,274,656			1.8
Distribution Services		12,105,313			1.4
Investment Company		3,363,795			0.4
	$	843,707,667	ˆ		100.0	%

ˆ Does not include open long futures contracts with an underlying face amount of $26,552,950 with total unrealized depreciation of $57,395.

See Notes to Financial Statements

18

Morgan Stanley Equally-Weighted S&P 500 Fund

Financial Statements

Statement of Assets and Liabilities

December 31, 2008 (unaudited)

Assets:
Investments in securities, at value (cost $784,360,695)	$838,675,631
Investment in affiliates, at value (cost $5,555,312)	5,032,036
Receivable for:
Investments sold	25,999,777
Dividends	2,239,517
Shares of beneficial interest sold	705,814
Dividends from affiliate	2,599
Prepaid expenses and other assets	205,747
Total Assets	872,861,121
Liabilities:
Payable for:
Shares of beneficial interest redeemed	7,325,869
Investments purchased	5,838,715
Distribution fee	308,841
Investment advisory fee	92,657
Variation margin	70,885
Transfer agent fee	63,333
Administration fee	62,149
Payable to bank	50,972
Accrued expenses and other payables	686,339
Total Liabilities	14,499,760
Net Assets	$858,361,361
Composition of Net Assets:
Paid-in-capital	$914,977,572
Net unrealized appreciation	53,849,055
Accumulated undistributed net investment income	4,902,604
Accumulated net realized loss	(115,367,870	)
Net Assets	$858,361,361
Class A Shares:
Net Assets	$460,584,688
Shares Outstanding (unlimited authorized, $.01 par value)	25,627,692
Net Asset Value Per Share	$17.97
Maximum Offering Price Per Share,
(net asset value plus 5.54% of net asset value)	$18.97
Class B Shares:
Net Assets	$176,907,680
Shares Outstanding (unlimited authorized, $.01 par value)	9,839,688
Net Asset Value Per Share	$17.98
Class C Shares:
Net Assets	$49,298,668
Shares Outstanding (unlimited authorized, $.01 par value)	2,824,409
Net Asset Value Per Share	$17.45
Class I Shares:
Net Assets	$171,428,727
Shares Outstanding (unlimited authorized, $.01 par value)	9,490,890
Net Asset Value Per Share	$18.06
Class R Shares:
Net Assets	$65,438
Shares Outstanding (unlimited authorized, $.01 par value)	3,644
Net Asset Value Per Share	$17.96
Class W Shares:
Net Assets	$76,160
Shares Outstanding (unlimited authorized, $.01 par value)	4,244
Net Asset Value Per Share	$17.95

See Notes to Financial Statements

19

Morgan Stanley Equally-Weighted S&P 500 Fund

Financial Statements continued

Statement of Operations

For the six months ended December 31, 2008 (unaudited)

Net Investment Income:
Income
Dividends	$	14,921,360
Dividends from affiliates		87,797
Total Income		15,009,157
Expenses
Distribution fee (Class A shares)		811,063
Distribution fee (Class B shares)		1,342,499
Distribution fee (Class C shares)		351,322
Distribution fee (Class R shares)		205
Distribution fee (Class W shares)		148
Transfer agent fees and expenses		1,165,638
Investment advisory fee		753,428
Administration fee		502,286
Shareholder reports and notices		287,556
Custodian fees		45,472
Registration fees		44,209
Professional fees		39,483
Trustees’ fees and expenses		4,867
Other		121,254
Total Expenses		5,469,430
Less: rebate from Morgan Stanley affiliated cash sweep (Note 4)		(1,802	)
Net Expenses		5,467,628
Net Investment Income		9,541,529
Realized and Unrealized Gain (Loss):
Realized Loss on:
Investments		(98,763,647	)
Investment in affiliates		(752,773	)
Futures contracts		(1,856,369	)
Net Realized Loss		(101,372,789	)
Change in Unrealized Appreciation/Depreciation on:
Investments		(400,720,831	)
Investment in affiliates		(1,227,858	)
Futures contracts		172,575
Net Change in Unrealized Appreciation/Depreciation		(401,776,114	)
Net Loss		(503,148,903	)
Net Decrease	$	(493,607,374	)

See Notes to Financial Statements

20

Morgan Stanley Equally-Weighted S&P 500 Fund

Financial Statements continued

Statements of Changes in Net Assets

	FOR THE SIX			FOR THE YEAR
	MONTHS ENDED			ENDED
	DECEMBER 31, 2008			JUNE 30, 2008
	(unaudited)
Increase (Decrease) in Net Assets:
Operations:
Net investment income	$	9,541,529		$	21,109,793
Net realized gain (loss)		(101,372,789	)		216,237,129
Net Change in Unrealized Appreciation/Depreciation		(401,776,114	)		(613,434,716	)
Net Decrease		(493,607,374	)		(376,087,794	)
Dividends and Distributions to Shareholders from:
Net investment income
Class A shares		(9,892,313	)		(11,131,648	)
Class B shares		(1,238,855	)		(1,029,812	)
Class C shares		(466,841	)		(456,394	)
Class I shares		(4,399,292	)		(6,382,188	)
Class R shares		(1,271	)		—
Class W shares		(1,437	)		—
Net realized gain
Class A shares		(80,663,492	)		(96,878,079	)
Class B shares		(31,760,830	)		(51,069,665	)
Class C shares		(8,816,197	)		(11,353,637	)
Class I shares		(30,144,958	)		(45,346,132	)
Class R shares		(10,994	)		—
Class W shares		(11,470	)		—
Total Dividends and Distributions		(167,407,950	)		(223,647,555	)
Net decrease from transactions in shares of beneficial interest		(72,611,085	)		(170,960,516	)
Net Decrease		(733,626,409	)		(770,695,865	)
Net Assets:
Beginning of period		1,591,987,770			2,362,683,635
End of Period (Including accumulated undistributed net investment income of $4,902,604 and $11,361,084, respectively)	$	858,361,361		$	1,591,987,770

See Notes to Financial Statements

21

Morgan Stanley Equally-Weighted S&P 500 Fund

Notes to Financial Statements - December 31, 2008 (unaudited)

1. Organization and Accounting Policies

Morgan Stanley Equally-Weighted S&P 500 Fund (the “Fund”) is registered under the Investment Company Act of 1940, as amended (the “Act”), as a diversified, open-end management investment company. The Fund’s investment objective is to seek to achieve a high level of total return on its assets through a combination of capital appreciation and current income. The Fund was organized as a Massachusetts business trust on May 27, 1987 and commenced operations on December 1, 1987. On July 28, 1997, the Fund converted to a multiple class share structure and on March 31, 2008, commenced offering two additional classes (Class R and Class W shares).

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

During the period ended December 31, 2008, the Fund assessed a 2% redemption fee, on Class A, Class B, Class C, Class I, Class R, and Class W shares, which is paid directly to the Fund, for shares redeemed or exchanged within seven days of purchase, subject to certain exceptions. The redemption fee is designed to protect the Fund and its remaining shareholders from the effects of short-term trading. The Board of Trustees has approved the elimination of redemption fees, effective January 21, 2009.

The following is a summary of significant accounting policies:

A. Valuation of Investments — (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) 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; (5) futures are valued at the latest price published by the commodities exchange on which they trade; (6) when market quotations are not readily available including circumstances under which Morgan Stanley Investment Advisors Inc. (the “Investment Adviser”) determines that the latest sale price, the bid price or the mean between the

22

Morgan Stanley Equally-Weighted S&P 500 Fund

Notes to Financial Statements - December 31, 2008 (unaudited) continued

last reported bid and asked price do not reflect a security’s market value, portfolio securities are valued at their fair value as determined in good faith under procedures established by and under the general supervision of the Fund’s Trustees. Occasionally, developments affecting the closing prices of securities and other assets may occur between the times at which valuations of such securities are determined (that is, close of the foreign market on which the securities trade) and the close of business on the NYSE. If developments occur during such periods that are expected to materially affect the value of such securities, such valuations may be adjusted to reflect the estimated fair value of such securities as of the close of the NYSE, as determined in good faith by the Fund’s Trustees or by the Investment Adviser using a pricing service and/or procedures approved by the Trustees of the Fund; (7) investments in open-end mutual funds, including the Morgan Stanley Institutional Liquidity Funds, are valued at the net asset value as of the close of each business day; and (8) short-term debt securities having a maturity date of more than sixty days at time of purchase are valued on a mark-to-market basis until sixty days prior to maturity and thereafter at amortized cost based on their value on the 61st day. Short-term debt securities having a maturity date of sixty days or less at the time of purchase are valued at amortized cost, which approximates market value.

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

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

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

E. Federal Income Tax Policy — It is the Fund’s policy to comply with the requirements of Subchapter M of the Internal Revenue Code applicable to regulated investment companies and to distribute substantially all of its taxable income to its shareholders. Therefore, no provision for federal income tax is required. The Fund

23

Morgan Stanley Equally-Weighted S&P 500 Fund

Notes to Financial Statements - December 31, 2008 (unaudited) continued

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 Statement of Operations. Each of the tax years in the four year period ended June 30, 2008, remains subject to examination by taxing authorities.

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

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

2. Investment Advisory/Administration Agreements

Pursuant to an Investment Advisory Agreement, the Fund pays the Investment Adviser an advisory fee, accrued daily and payable monthly, by applying the annual rates to the net asset of the Fund determined as of the close of each business day: 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.

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

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

3. Plan of Distribution

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

24

Morgan Stanley Equally-Weighted S&P 500 Fund

Notes to Financial Statements - December 31, 2008 (unaudited) continued

In the case of Class B shares, provided that the Plan continues in effect, any cumulative expenses incurred by the Distributor but not yet recovered may be recovered through the payment of future distribution fees from the Fund pursuant to the Plan and contingent deferred sales charges paid by investors upon redemption of Class B shares. Although there is no legal obligation for the Fund to pay expenses incurred in excess of payments made to the Distributor under the Plan and the proceeds of contingent deferred sales charges paid by investors upon redemption of shares, if for any reason the Plan is terminated, the Trustees will consider at that time the manner in which to treat such expenses. The Distributor has advised the Fund that such excess amounts totaled $39,981,343 at December 31, 2008.

In the case of Class A, Class C, Class R and Class W shares, expenses incurred pursuant to the Plan in any calendar year in excess of 0.25%, 1.0%, 0.50% or 0.35% of the average daily net assets of Class A, Class C, Class R and Class W shares, respectively, will not be reimbursed by the Fund through payments in any subsequent year, except that expenses representing a gross sales credit to Morgan Stanley Financial Advisors and other authorized financial representatives at the time of sale may be reimbursed in the subsequent calendar year. For the six months ended December 31, 2008, the distribution fee was accrued for Class A, Class C, Class R, Class W shares at the annual rate of 0.25%, 0.98%, 0.49% and 0.35%, respectively.

The Distributor has informed the Fund that for the six months ended December 31, 2008, it received contingent deferred sales charges from certain redemptions of the Fund’s Class A shares, Class B shares and Class C shares of $1,516, $267,759 and $5,232, respectively and received $78,367 in front-end sales charges from sales of the Fund’s Class A shares. The respective shareholders pay such charges which are not an expense of the Fund.

4. Security Transactions and Transactions with Affiliates

The Fund invests in Morgan Stanley Institutional Liquidity Funds – Money Market Portfolio – Institutional Class, an open-end management investment company managed by an affiliate of the Investment Adviser. Investment advisory fees paid by the Fund are reduced by an amount equal to the advisory and administrative service fees paid by Morgan Stanley Institutional Liquidity Funds – Money Market Portfolio – Institutional Class with respect to assets invested by the Fund in Morgan Stanley Institutional Liquidity Funds – Money Market Portfolio – Institutional Class. For the six months ended December 31, 2008, advisory fees paid were reduced by $1,802 relating to the Fund’s investment in Morgan Stanley Institutional Liquidity Funds – Money Market Portfolio – Institutional Class. Income distributions earned by the Fund are recorded as dividends from affiliates in the Statement of Operations and totaled $34,468 for the six months ended December 31, 2008. For the six months ended December 31, 2008, cost of purchases and sales of investments in Morgan Stanley Institutional Liquidity Funds – Money Market Portfolio – Institutional Class aggregated $112,540,116 and $111,266,981, respectively.

25

Morgan Stanley Equally-Weighted S&P 500 Fund

Notes to Financial Statements - December 31, 2008 (unaudited) continued

The cost of purchases and proceeds from sales of portfolio securities, excluding short-term investments, for the six months ended December 31, 2008 aggregated $249,629,875 and $491,401,910, respectively.

Morgan Stanley Trust, an affiliate of the Investment 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 December 31, 2008, included in Trustees’ fees and expenses in the Statement of Operations amounted to $3,991. At December 31, 2008, the Fund had an accrued pension liability of $71,890 which is included in accrued expenses in the Statement of Assets and Liabilities.

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.

26

Morgan Stanley Equally-Weighted S&P 500 Fund

Notes to Financial Statements - December 31, 2008 (unaudited) continued

5. Shares of Beneficial Interest

Transactions in shares of beneficial interest were as follows:

	FOR THE SIX						FOR THE YEAR
	MONTHS ENDED						ENDED
	DECEMBER 31, 2008						JUNE 30, 2008
	(unaudited)
	SHARES			AMOUNT			SHARES			AMOUNT
CLASS A SHARES
Sold		1,489,714		$	37,416,638			2,003,927		$	78,555,770
Conversion from Class B		125,435			3,245,935			1,367,814			55,358,227
Reinvestment of dividends and distributions		5,233,415			88,549,396			2,532,738			95,433,560
Redeemed		(5,170,886	)		(122,656,695	)		(5,544,025	)		(214,478,453	)
Net increase – Class A		1,677,678			6,555,275			360,454			14,869,104
CLASS B SHARES
Sold		196,031			4,859,556			525,541			21,350,940
Conversion to Class A		(126,725	)		(3,245,935	)		(1,383,465	)		(55,358,227	)
Reinvestment of dividends and distributions		1,888,263			31,987,183			1,255,182			46,981,474
Redeemed		(2,782,074	)		(70,117,363	)		(3,791,305	)		(144,603,444	)
Net decrease – Class B		(824,505	)		(36,516,559	)		(3,394,047	)		(131,629,257	)
CLASS C SHARES
Sold		145,657			3,537,825			250,623			9,838,126
Reinvestment of dividends and distributions		555,627			9,134,509			303,863			11,130,495
Redeemed		(619,557	)		(15,041,621	)		(626,741	)		(23,589,547	)
Net increase (decrease) – Class C		81,727			(2,369,287	)		(72,255	)		(2,620,926	)
CLASS I SHARES@@
Sold		341,520			9,669,297			868,740			34,795,984
Reinvestment of dividends and distributions		2,025,936			34,461,165			1,210,297			45,858,133
Redeemed		(3,327,753	)		(84,447,338	)		(3,389,304	)		(132,433,554	)
Net decrease – Class I		(960,297	)		(40,316,876	)		(1,310,267	)		(51,779,437	)
CLASS R SHARES@@@
Sold		—			—			2,919			100,000
Reinvestment of dividends and distributions		725			12,265
Redeemed		—			—			—			—
Net increase – Class R		725			12,265			2,919			100,000
CLASS W SHARES@@@
Sold		561			11,190			2,919			100,000
Reinvestment of dividends and Distributions		764			12,907
Redeemed		—			—			—			—
Net increase – Class W		1,325			24,097			2,919			100,000
Net decrease in Fund		(23,347	)	$	(72,611,085	)		(4,410,277	)	$	(170,960,516	)

@@	Formerly Class D shares. Renamed Class I shares effective March 31, 2008.
@@@	Shares were first issued on March 31, 2008.

27

Morgan Stanley Equally-Weighted S&P 500 Fund

Notes to Financial Statements - December 31, 2008 (unaudited) continued

6. Expense Offset

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

7. Federal Income Tax Status

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

As of June 30, 2008, the Fund had temporary book/tax differences primarily attributable to capital loss deferrals on wash sales, mark-to-market of open futures contracts and tax adjustments on real estate investment trust (“REIT”) held by the Fund.

8. Purposes of and Risks Relating to Certain Financial Instruments

The Fund may purchase and sell stock index futures (“futures contracts”) for the following reasons: to simulate full investment in the S&P 500 Index while retaining a cash balance for fund management purposes; to facilitate trading; to reduce transaction costs; or to seek higher investment returns when a futures contract is priced more attractively than stocks comprising the S&P 500 Index. These futures contracts involve elements of market risk in excess of the amount reflected in the Statement of Assets and Liabilities. The Fund bears the risk of an unfavorable change in the value of the underlying securities. Risks may also arise upon entering into these contracts from the potential inability of the counterparties to meet the terms of their contracts.

9. Fair Valuation Measurements

The Fund adopted Financial Accounting Standards Board Statement of Financial Accounting Standards No. 157, Fair Value Measurements (“SFAS 157”), effective July 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

28

Morgan Stanley Equally-Weighted S&P 500 Fund

Notes to Financial Statements - December 31, 2008 (unaudited) continued

information available in the circumstances (unobservable inputs) and to establish classification of fair value measurements for disclosure purposes. Various inputs are used in determining the value of the Fund’s investments. The inputs are summarized in the three broad levels listed below.

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

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

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

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 December 31, 2008 in valuing the Fund’s investments carried at value:

			FAIR VALUE MEASUREMENTS AT DECEMBER 31, 2008 USING
			QUOTED PRICES IN		SIGNIFICANT		SIGNIFICANT
			ACTIVE MARKET FOR		OTHER OBSERVABLE		UNOBSERVABLE
			IDENTICAL ASSETS		INPUTS		INPUTS
	TOTAL		(LEVEL 1)		(LEVEL 2)		(LEVEL 3)
Investments in Securities	$	843,707,667	$	843,707,667		—		—
Other Financial Instruments*		57,395		57,395		—		—
Total	$	843,765,062	$	843,765,062		—		—

* Other financial instruments include futures contracts.

10. Accounting Pronouncement

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

29

Morgan Stanley Equally-Weighted S&P 500 Fund

Financial Highlights

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

	FOR THE SIX
	MONTHS ENDED				FOR THE YEAR ENDED JUNE 30,
	DECEMBER 31,2008				2008				2007			2006			2005			2004
	(unaudited)
Class A Shares
Selected Per Share Data:
Net asset value, beginning of period		$33.39				$45.39				$40.04			$37.58			$34.88			$29.36
Income (loss) from investment operations:
Net investment income(1)		0.23				0.48				0.45			0.39			0.33			0.22
Net realized and unrealized gain (loss)		(11.42	)			(7.81	)			7.54			3.79			3.17			7.54
Total income (loss) from investment operations		(11.19	)			(7.33	)			7.99			4.18			3.50			7.76
Less dividends and distributions from:
Net investment income		(0.46	)			(0.48	)			(0.40	)		(0.36	)		(0.18	)		(0.12	)
Net realized gain		(3.77	)			(4.19	)			(2.24	)		(1.36	)		(0.62	)		(2.12	)
Total dividends and distributions		(4.23	)			(4.67	)			(2.64	)		(1.72	)		(0.80	)		(2.24	)
Net asset value, end of period		$17.97				$33.39				$45.39			$40.04			$37.58			$34.88
Total Return(2)		(32.69	)	%(5)		(17.31	)	%		20.44	%		11.22	%		10.07	%		27.26	%
Ratios to Average Net Assets(3):
Total expenses (before expense offset)		0.72%(4	)(6)			0.62%(4	)			0.62	%(4)		0.63	%		0.70	%		0.86	%
Net investment income		1.68%(4	)(6)			1.22%(4	)			1.05	%(4)		0.98	%		0.91	%		0.66	%
Supplemental Data:
Net assets, end of period, in thousands		$460,585				$799,622				$1,070,820			$850,678			$729,440			$64,890
Portfolio turnover rate		20%(5	)			25		%		14	%		16	%		14	%		11	%

(1)	The per share amounts were computed using an average number of shares outstanding during the period.
(2)	Does not reflect the deduction of sales charge. Calculated based on the net asset value as of the last business day of the period.
(3)	Reflects overall Fund ratios for investment income and non-class specific expenses.
(4)	Reflects rebate of certain Fund expenses in connection with the investments in Morgan Stanley Institutional Liquidity Funds – Money Market Portfolio – Institutional Class during the period. The rebate had an effect of less than 0.005%.
(5)	Not annualized.
(6)	Annualized.

See Notes to Financial Statements

30

Morgan Stanley Equally-Weighted S&P 500 Fund

Financial Highlights continued

	FOR THE SIX
	MONTHS ENDED				FOR THE YEAR ENDED JUNE 30,
	DECEMBER 31, 2008				2008				2007			2006			2005			2004
	(unaudited)
Class B Shares
Selected Per Share Data:
Net asset value, beginning of period		$33.02				$44.85				$39.57			$37.10			$34.52			$29.20
Income (loss) from investment operations:
Net investment income (loss)(1)		0.13				0.18				0.12			0.09			0.06			(0.04	)
Net realized and unrealized gain (loss)		(11.25	)			(7.74	)			7.45			3.74			3.14			7.49
Total income (loss) from investment operations		(11.12	)			(7.56	)			7.57			3.83			3.20			7.45
Less dividends and distributions from:
Net investment income		(0.15	)			(0.08	)			(0.05	)		0.00			0.00			(0.01	)
Net realized gain		(3.77	)			(4.19	)			(2.24	)		(1.36	)		(0.62	)		(2.12	)
Total dividends and distributions		(3.92	)			(4.27	)			(2.29	)		(1.36	)		(0.62	)		(2.13	)
Net asset value, end of period		$17.98				$33.02				$44.85			$39.57			$37.10			$34.52
Total Return(2)		(32.97	)	%(5)		(17.96	)	%		19.54	%		10.38	%		9.29	%		26.29		%
Ratios to Average Net Assets(3):
Total expenses (before expense offset)		1.47%(4	)(6)			1.37%(4	)			1.38	%(4)		1.38	%		1.45	%		1.63		%
Net investment income (loss)		0.93%(4	)(6)			0.47%(4	)			0.29	%(4)		0.23	%		0.16	%		(0.11	)	%
Supplemental Data:
Net assets, end of period, in thousands		$176,908				$352,174				$630,489			$674,371			$767,445			$1,279,687
Portfolio turnover rate		20%(5	)			25		%		14	%		16	%		14	%		11		%

(1)	The per share amounts were computed using an average number of shares outstanding during the period.
(2)	Does not reflect the deduction of sales charge. Calculated based on the net asset value as of the last business day of the period.
(3)	Reflects overall Fund ratios for investment income and non-class specific expenses.
(4)	Reflects rebate of certain Fund expenses in connection with the investments in Morgan Stanley Institutional Liquidity Funds – Money Market Portfolio – Institutional Class during the period. The rebate had an effect of less than 0.005%.
(5)	Not annualized.
(6)	Annualized.

See Notes to Financial Statements

31

Morgan Stanley Equally-Weighted S&P 500 Fund

Financial Highlights continued

	FOR THE SIX
	MONTHS ENDED				FOR THE YEAR ENDED JUNE 30,
	DECEMBER 31, 2008				2008				2007			2006			2005			2004
	(unaudited)
Class C Shares
Selected Per Share Data:
Net asset value, beginning of period		$32.33				$44.08				$38.97			$36.60			$34.07			$28.87
Income (loss) from investment operations:
Net investment income (loss)(1)		0.12				0.19				0.14			0.11			0.06			(0.03	)
Net realized and unrealized gain (loss)		(11.03	)			(7.58	)			7.33			3.69			3.09			7.40
Total income (loss) from investment operations		(10.91	)			(7.39	)			7.47			3.80			3.15			7.37
Less dividends and distributions from:
Net investment income		(0.20	)			(0.17	)			(0.12	)		(0.07	)		0.00			(0.05	)
Net realized gain		(3.77	)			(4.19	)			(2.24	)		(1.36	)		(0.62	)		(2.12	)
Total dividends and distributions		(3.97	)			(4.36	)			(2.36	)		(1.43	)		(0.62	)		(2.17	)
Net asset value, end of period		$17.45				$32.33				$44.08			$38.97			$36.60			$34.07
Total Return(2)		(32.97	)	%(5)		(17.89	)	%		19.53	%		10.44	%		9.26	%		26.31		%
Ratios to Average Net Assets(3):
Total expenses (before expense offset)		1.47%(4	)(6)			1.35%(4	)			1.34	%(4)		1.33	%		1.45	%		1.63		%
Net investment income (loss)		0.93%(4	)(6)			0.49%(4	)			0.33	%(4)		0.28	%		0.16	%		(0.11	)	%
Supplemental Data:
Net assets, end of period, in thousands		$49,299				$88,658				$124,080			$101,809			$92,529			$68,101
Portfolio turnover rate		20%(5	)			25		%		14	%		16	%		14	%		11		%

(1)	The per share amounts were computed using an average number of shares outstanding during the period.
(2)	Does not reflect the deduction of sales charge. Calculated based on the net asset value as of the last business day of the period.
(3)	Reflects overall Fund ratios for investment income and non-class specific expenses.
(4)	Reflects rebate of certain Fund expenses in connection with the investments in Morgan Stanley Institutional Liquidity Funds – Money Market Portfolio – Institutional Class during the period. The rebate had an effect of less than 0.005%.
(5)	Not annualized.
(6)	Annualized.

See Notes to Financial Statements

32

Morgan Stanley Equally-Weighted S&P 500 Fund

Financial Highlights continued

	FOR THE SIX
	MONTHS ENDED				FOR THE YEAR ENDED JUNE 30,
	DECEMBER 31, 2008				2008				2007			2006			2005			2004
	(unaudited)
Class I Shares @@
Selected Per Share Data:
Net asset value, beginning of period		$33.62				$45.68				$40.28			$37.77			$35.04			$29.44
Income (loss) from investment operations:
Net investment income (1)		0.27				0.59				0.56			0.49			0.42			0.30
Net realized and unrealized gain (loss)		(11.51	)			(7.87	)			7.58			3.81			3.20			7.56
Total income (loss) from investment operations		(11.24	)			(7.28	)			8.14			4.30			3.62			7.86
Less dividends and distributions from:
Net investment income		(0.55	)			(0.59	)			(0.50	)		(0.43	)		(0.27	)		(0.14	)
Net realized gain		(3.77	)			(4.19	)			(2.24	)		(1.36	)		(0.62	)		(2.12	)
Total dividends and distributions		(4.32	)			(4.78	)			(2.74	)		(1.79	)		(0.89	)		(2.26	)
Net asset value, end of period		$18.06				$33.62				$45.68			$40.28			$37.77			$35.04
Total Return(2)		(32.61	)	%(5)		(17.11	)	%		20.72	%		11.49	%		10.38	%		27.55	%
Ratios to Average Net Assets(3):
Total expenses (before expense offset)		0.47%(4	)(6)			0.37%(4	)			0.38	%(4)		0.38	%		0.45	%		0.63	%
Net investment income		1.93%(4	)(6)			1.47%(4	)			1.29	%(4)		1.23	%		1.16	%		0.89	%
Supplemental Data:
Net assets, end of period, in thousands		$171,429				$351,338				$537,295			$508,494			$458,885			$295,414
Portfolio turnover rate		20%(5	)			25		%		14	%		16	%		14	%		11	%

@@	Formerly Class D shares. Renamed Class I shares effective March 31, 2008.
(1)	The per share amounts were computed using an average number of shares outstanding during the period.
(2)	Calculated based on the net asset value as of the last business day of the period.
(3)	Reflects overall Fund ratios for investment income and non-class specific expenses.
(4)	Reflects rebate of certain Fund expenses in connection with the investments in Morgan Stanley Institutional Liquidity Funds – Money Market Portfolio – Institutional Class during the period. The rebate had an effect of less than 0.005%.
(5)	Not annualized.
(6)	Annualized.

See Notes to Financial Statements

33

Morgan Stanley Equally-Weighted S&P 500 Fund

Financial Highlights continued

					FOR THE PERIOD
	FOR THE SIX				MARCH 31, 2008@@@
	MONTHS ENDED				THROUGH
	DECEMBER 31, 2008				JUNE 30, 2008
	(unaudited)
Class R Shares
Selected Per Share Data:
Net asset value, beginning of period		$33.36				$34.26
Income (loss) from investment operations:
Net investment income(1)		0.20				0.09
Net realized and unrealized loss		(11.39	)			(0.99	)
Total loss from investment operations		(11.19	)			(0.90	)
Less dividends and distributions from:
Net investment income		(0.44	)			—
Net realized gain		(3.77	)			—
Total dividends and distributions		(4.21	)			0.00
Net asset value, end of period		$17.96				$33.36
Total Return(2)		(32.79	)	%(5)		(2.63	)	%(5)
Ratios to Average Net Assets(3):
Total expenses (before expense offset)		0.97%(4	)(6)			0.86%(4	)(6)
Net investment income		1.43%(4	)(6)			0.98%(4	)(6)
Supplemental Data:
Net assets, end of period, in thousands		$65				$97
Portfolio turnover rate		20%(5	)			25%(5	)

@@@	The date shares were first issued.
(1)	The per share amounts were computed using an average number of shares outstanding during the period.
(2)	Calculated based on the net asset value as of the last business day of the period.
(3)	Reflects overall Fund ratios for investment income and non-class specific expenses.
(4)	Reflects rebate of certain Fund expenses in connection with the investments in Morgan Stanley Institutional Liquidity Funds – Money Market Portfolio – Institutional Class during the period. The rebate had an effect of less than 0.005%.
(5)	Not annualized.
(6)	Annualized.

See Notes to Financial Statements

34

Morgan Stanley Equally-Weighted S&P 500 Fund

Financial Highlights continued

					FOR THE PERIOD
	FOR THE SIX				MARCH 31, 2008@@@
	MONTHS ENDED				THROUGH
	DECEMBER 31, 2008				JUNE 30, 2008
	(unaudited)
Class W Shares
Selected Per Share Data:
Net asset value, beginning of period		$33.38				$34.26
Income (loss) from investment operations:
Net investment income(1)		0.08				0.10
Net realized and unrealized loss		(11.27	)			(0.98	)
Total loss from investment operations		(11.19	)			(0.88	)
Less dividends and distributions from:
Net investment income		(0.47	)			—
Net realized gain		(3.77	)			—
Total dividends and distributions		(4.24	)			0.00
Net asset value, end of period		$17.95				$33.38
Total Return(2)		(32.74	)	%(5)		(2.57	)	%(5)
Ratios to Average Net Assets(3):
Total expenses (before expense offset)		0.82%(4	)(6)			0.71%(4	)(6)
Net investment income		1.58%(4	)(6)			1.13%(4	)(6)
Supplemental Data:
Net assets, end of period, in thousands		$76				$97
Portfolio turnover rate		20%(5	)			25%(5	)

@@@	The date shares were first issued.
(1)	The per share amounts were computed using an average number of shares outstanding during the period.
(2)	Calculated based on the net asset value as of the last business day of the period.
(3)	Reflects overall Fund ratios for investment income and non-class specific expenses.
(4)	Reflects rebate of certain Fund expenses in connection with the investments in Morgan Stanley Institutional Liquidity Funds – Money Market Portfolio – Institutional Class during the period. The rebate had an effect of less than 0.005%.
(5)	Not annualized.
(6)	Annualized.

See Notes to Financial Statements

35

Morgan Stanley Equally-Weighted S&P 500 Fund

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

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

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

We Respect Your Privacy

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

1.  What Personal Information Do We Collect About You?

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

For example:

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

•  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.

•  If you interact with us through our public and private Web sites, we may collect information that you provide directly through online communications (such as an e-mail address). We may also collect information about your Internet service provider, your domain name, your computer’s operating system and Web browser, your use of our Web sites and your product and service preferences, through the use of “cookies.” “Cookies” recognize your computer each time your return to one of our sites, and help to

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Morgan Stanley Equally-Weighted S&P 500 Fund

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

improve our sites’ content and personalize your experience on our sites by, for example, suggesting offerings that may interest you. Please consult the Terms of Use of these sites for more details on our use of cookies.

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

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

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

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

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

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

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Trustees

Frank L. Bowman

Michael Bozic

Kathleen A. Dennis

James F. Higgins

Dr. Manuel H. Johnson

Joseph J. Kearns

Michael F. Klein

Michael E. Nugent

W. Allen Reed

Fergus Reid

Officers

Michael E. Nugent

Chairperson of the Board

Randy Takian

President and Principal Executive Officer

Kevin Klingert

Vice President

Amy R. Doberman

Vice President

Carsten Otto

Chief Compliance Officer

Stefanie V. Chang Yu

Vice President

Francis J. Smith

Treasurer and Chief Financial Officer

Mary E. Mullin

Secretary

Transfer Agent

Morgan Stanley Trust

Harborside Financial Center, Plaza Two

Jersey City, New Jersey 07311

Independent Registered Public Accounting Firm

Deloitte & Touche LLP

Two World Financial Center

New York, New York 10281

Legal Counsel

Clifford Chance US LLP

31 West 52nd Street

New York, New York 10019

Counsel to the Independent Trustees

Kramer Levin Naftalis & Frankel LLP

1177 Avenue of the Americas

New York, New York 10036

Investment Adviser

Morgan Stanley Investment Advisors Inc.

522 Fifth Avenue

New York, New York 10036

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

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

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

Morgan Stanley Distributors Inc., member FINRA.

(c)  2009 Morgan Stanley

INVESTMENT MANAGEMENT

Morgan Stanley

Equally-Weighted
S&P 500 Fund

Semiannual
Report
December 31, 2008

VADSAN

IU09-00719P-Y12/08

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.

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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 Equally-Weighted S&P 500 Fund

/s/ Randy Takian
Randy Takian
Principal Executive Officer
February 19, 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
February 19, 2009

/s/ Francis Smith
Francis Smith
Principal Financial Officer
February 19, 2009

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