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; and (7) 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.
Morgan Stanley Equally-Weighted S&P 500 Fund
Notes to Financial Statements
December 31, 2006 (unaudited) continued
G. Dividends and Distributions to Shareholders — Dividends and distributions to shareholders are recorded on the ex-dividend date.
H. Use of Estimates — The preparation of financial statements in accordance with generally accepted accounting principles 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.
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; (ii) Class B – up to 1.0% of the lesser of: (a) the average daily aggregate gross sales of the Class B shares since the inception of the Fund (not including reinvestment of dividend or capital gain distributions) less the average daily aggregate net asset value of the Class B shares redeemed since the Fund’s inception upon which a contingent deferred sales charge has been imposed or waived; or (b) the average daily net assets of Class B; and (iii) Class C – up to 1.0% of the average daily net assets of Class C.
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 $42,185,932 at December 31, 2006.
In the case of Class A shares and Class C shares, expenses incurred pursuant to the Plan in any calendar year in excess of 0.25% or 1.0% of the average daily net assets of Class A or Class C, respectively, will not be
24
Morgan Stanley Equally-Weighted S&P 500 Fund
Notes to Financial Statements
December 31, 2006 (unaudited) continued
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, 2006, the distribution fee was accrued for Class A shares and Class C shares at the annual rate of 0.25% and 1.0%, respectively.
The Distributor has informed the Fund that for the six months ended December 31, 2006, it received contingent deferred sales charges from certain redemptions of the Fund’s Class A shares, Class B shares and Class C shares of $434, $468,690 and $5,913, respectively and received $274,886 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 cost of purchases and proceeds from sales of portfolio securities, excluding short-term investments, for the six months ended December 31, 2006 aggregated $163,057,601 and $242,425,041, respectively. Included in the aforementioned are sales of Morgan Stanley common stock, an affiliate of the Investment Adviser, Administrator and Distributor of $1,112,511, including realized gains of $263,785.
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, 2006 included in Trustees’ fees and expenses in the Statement of Operations amounted to $2,611. At December 31, 2006, the Fund had an accrued pension liability of $75,344 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.
25
Morgan Stanley Equally-Weighted S&P 500 Fund
Notes to Financial Statements
December 31, 2006 (unaudited) continued
5. Shares of Beneficial Interest
Transactions in shares of beneficial interest were as follows:

 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
|  | FOR THE SIX MONTHS ENDED DECEMBER 31, 2006 |  | FOR THE YEAR ENDED JUNE 30, 2006 |  |
|  | (unaudited) |  | |  | |
|  | SHARES |  | AMOUNT |  | SHARES |  | AMOUNT |
CLASS A SHARES |  | | | |  | | | |  | | | |  | | | |
Sold |  | | 1,990,733 | |  | $ | 83,783,336 | |  | | 2,688,770 | |  | $ | 106,515,636 | |
Conversion from Class B |  | | 880,616 | |  | | 36,472,070 | |  | | 2,343,137 | |  | | 92,947,322 | |
Reinvestment of dividends and distributions |  | | 1,205,382 | |  | | 50,855,058 | |  | | 760,364 | |  | | 29,768,273 | |
Redeemed |  | | (2,168,226 | ) |  | | (89,877,576 | ) |  | | (3,957,110 | ) |  | | (156,807,113 | ) |
Net increase – Class A |  | | 1,908,505 | |  | | 81,232,888 | |  | | 1,835,161 | |  | | 72,424,118 | |
CLASS B SHARES |  | | | |  | | | |  | | | |  | | | |
Sold |  | | 929,319 | |  | | 38,539,286 | |  | | 2,370,177 | |  | | 92,507,291 | |
Conversion to Class A |  | | (891,761 | ) |  | | (36,472,070 | ) |  | | (2,370,974 | ) |  | | (92,947,322 | ) |
Reinvestment of dividends and distributions |  | | 776,946 | |  | | 32,515,212 | |  | | 595,651 | |  | | 23,141,059 | |
Redeemed |  | | (1,592,524 | ) |  | | (65,111,846 | ) |  | | (4,238,573 | ) |  | | (165,874,473 | ) |
Net decrease – Class B |  | | (778,020 | ) |  | | (30,529,418 | ) |  | | (3,643,719 | ) |  | | (143,173,445 | ) |
CLASS C SHARES |  | | | |  | | | |  | | | |  | | | |
Sold |  | | 207,681 | |  | | 8,407,055 | |  | | 541,752 | |  | | 20,932,763 | |
Reinvestment of dividends and distributions |  | | 140,710 | |  | | 5,785,995 | |  | | 89,650 | |  | | 3,428,205 | |
Redeemed |  | | (206,763 | ) |  | | (8,359,466 | ) |  | | (546,981 | ) |  | | (21,093,935 | ) |
Net increase – Class C |  | | 141,628 | |  | | 5,833,584 | |  | | 84,421 | |  | | 3,267,033 | |
CLASS D SHARES |  | | | |  | | | |  | | | |  | | | |
Sold |  | | 1,370,833 | |  | | 56,802,520 | |  | | 3,247,511 | |  | | 129,522,604 | |
Reinvestment of dividends and distributions |  | | 661,242 | |  | | 28,036,627 | |  | | 472,263 | |  | | 18,574,090 | |
Redeemed |  | | (2,393,097 | ) |  | | (96,758,317 | ) |  | | (3,245,631 | ) |  | | (129,465,326 | ) |
Net increase (decrease) – Class D |  | | (361,022 | ) |  | | (11,919,170 | ) |  | | 474,143 | |  | | 18,631,368 | |
Net increase (decrease) in Fund |  | | 911,091 | |  | $ | 44,617,884 | |  | | (1,249,994 | ) |  | $ | (48,850,926 | ) |
 |
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.
26
Morgan Stanley Equally-Weighted S&P 500 Fund
Notes to Financial Statements
December 31, 2006 (unaudited) continued
7. Federal Income Tax Status
The amount of dividends and distributions from net investment income and net realized capital gains are determined in accordance with federal income tax regulations which may differ from generally accepted accounting principles. These ‘‘book/tax’’ differences are either considered temporary or permanent in nature. To the extent these differences are permanent in nature, such amounts are reclassified within the capital accounts based on their federal tax-basis treatment; temporary differences do not require reclassification. Dividends and distributions which exceed net investment income and net realized capital gains for tax purposes are reported as distributions of paid-in-capital.
As of June 30, 2006, 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 trusts (‘‘REITs’’) 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. New Accounting Pronouncements
In July 2006, the Financial Accounting Standards Board (FASB) issued Interpretation 48, Accounting for Uncertainty in Income Taxes — an interpretation of FASB Statement 109 (FIN 48). FIN 48 clarifies the accounting for income taxes by prescribing the minimum recognition threshold a tax position must meet before being recognized in the financial statements. FIN 48 is effective for fiscal years beginning after December 15, 2006 and is to be applied to all open tax years as of the effective date. Recent SEC guidance allows implementing FIN 48 in the fund NAV calculations on the fund’s last NAV calculation in the first required financial statement period. As a result, the Fund will incorporate FIN 48 in its annual report on June 30, 2007. The impact to the Fund’s financial statements, if any, is currently being assessed.
In addition, in September 2006, Statement of Financial Accounting Standards No. 157, Fair Value Measurements (SFAS 157), was issued and is effective for fiscal years beginning after November 15, 2007. SFAS 157 defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. Management is currently evaluating the impact the adoption of SFAS 157 will have on the Fund’s financial statement disclosures.
27
Morgan Stanley Equally-Weighted S&P 500 Fund
Financial Highlights (unaudited)
Selected ratios and per share data for a share of beneficial interest outstanding throughout each period:

 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
|  | FOR THE SIX MONTHS ENDED DECEMBER 31, 2006 |  | FOR THE YEAR ENDED JUNE 30, |  |
|  | 2006 |  | 2005 |  | 2004 |  | 2003 |  | 2002 |
|  | (unaudited) |  | | | |  | | | |  | | | |  | | | |
Class A Shares |  | | | |  | | | |  | | | |  | | | |  | | | |
Selected Per Share Data: |  | | | |  | | | |  | | | |  | | | |  | | | |  | | | |
Net asset value, beginning of period |  | $ | 40.04 | |  | $ | 37.58 | |  | $ | 34.88 | |  | $ | 29.36 | |  | $ | 29.59 | |  | $ | 32.08 | |
Income (loss) from investment operations: |  | | | |  | | | |  | | | |  | | | |  | | | |  | | | |
Net investment income‡ |  | | 0.23 | |  | | 0.39 | |  | | 0.33 | |  | | 0.22 | |  | | 0.23 | |  | | 0.23 | |
Net realized and unrealized gain (loss) |  | | 4.19 | |  | | 3.79 | |  | | 3.17 | |  | | 7.54 | |  | | (0.34 | ) |  | | (2.32 | ) |
Total income (loss) from investment operations |  | | 4.42 | |  | | 4.18 | |  | | 3.50 | |  | | 7.76 | |  | | (0.11 | ) |  | | (2.09 | ) |
Less dividends and distributions from: |  | | | |  | | | |  | | | |  | | | |  | | | |
Net investment income |  | | (0.40 | ) |  | | (0.36 | ) |  | | (0.18 | ) |  | | (0.12 | ) |  | | (0.11 | ) |  | | (0.36 | ) |
Net realized gain |  | | (2.24 | ) |  | | (1.36 | ) |  | | (0.62 | ) |  | | (2.12 | ) |  | | (0.01 | ) |  | | (0.04 | ) |
Total dividends and distributions |  | | (2.64 | ) |  | | (1.72 | ) |  | | (0.80 | ) |  | | (2.24 | ) |  | | (0.12 | ) |  | | (0.40 | ) |
Net asset value, end of period |  | $ | 41.82 | |  | $ | 40.04 | |  | $ | 37.58 | |  | $ | 34.88 | |  | $ | 29.36 | |  | $ | 29.59 | |
Total Return† |  | | 10.97 | % (1) |  | | 11.22 | % |  | | 10.07 | % |  | | 27.26 | % |  | | (0.32 | )% |  | | (6.53 | )% |
Ratios to Average Net Assets(3): |
Total expenses (before expense offset) |  | | 0.64 | % (2) |  | | 0.63 | % |  | | 0.70 | % |  | | 0.86 | % |  | | 0.89 | % |  | | 0.85 | % |
Net investment income |  | | 1.08 | % (2) |  | | 0.98 | % |  | | 0.91 | % |  | | 0.66 | % |  | | 0.88 | % |  | | 0.73 | % |
Supplemental Data: |
Net assets, end of period, in thousands |  | | $968,140 | |  | | $850,678 | |  | | $729,440 | |  | | $64,890 | |  | | $27,491 | |  | | $19,625 | |
Portfolio turnover rate |  | | 8 | % (1) |  | | 16 | % |  | | 14 | % |  | | 11 | % |  | | 25 | % |  | | 9 | % |
 |
 |
 | ‡ | The per share amounts were computed using an average number of shares outstanding during the period. |
 | † | Does not reflect the deduction of sales charge. Calculated based on the net asset value as of the last business day of the period. |
 | (1) | Not annualized. |
 | (2) | Annualized. |
 | (3) | Reflects overall Fund ratios for investment income and non-class specific expenses. |
See Notes to Financial Statements
28
Morgan Stanley Equally-Weighted S&P 500 Fund
Financial Highlights (unaudited) continued

 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
|  | FOR THE SIX MONTHS ENDED DECEMBER 31, 2006 |  | FOR THE YEAR ENDED JUNE 30, |  |
|  | 2006 |  | 2005 |  | 2004 |  | 2003 |  | 2002 |
|  | (unaudited) |  | | | |  | | | |  | | | |  | | | |  | | | |
Class B Shares |  | | | |  | | | |  | | | |  | | | |  | | | |  | | | |
Selected Per Share Data: |  | | | |  | | | |  | | | |  | | | |  | | | |  | | | |
Net asset value, beginning of period |  | $ | 39.57 | |  | $ | 37.10 | |  | $ | 34.52 | |  | $ | 29.20 | |  | $ | 29.54 | |  | $ | 31.91 | |
Income (loss) from investment operations: |  | | | |  | | | |  | | | |  | | | |  | | | |  | | | |
Net investment income (loss)‡ |  | | 0.07 | |  | | 0.09 | |  | | 0.06 | |  | | (0.04 | ) |  | | 0.03 | |  | | (0.01 | ) |
Net realized and unrealized gain (loss) |  | | 4.12 | |  | | 3.74 | |  | | 3.14 | |  | | 7.49 | |  | | (0.35 | ) |  | | (2.30 | ) |
Total income (loss) from investment operations |  | | 4.19 | |  | | 3.83 | |  | | 3.20 | |  | | 7.45 | |  | | (0.32 | ) |  | | (2.31 | ) |
Less dividends and distributions from: |  | | | |  | | | |  | | | |  | | | |  | | | |  | | | |
Net investment income |  | | (0.05 | ) |  | | 0.00 | |  | | 0.00 | |  | | (0.01 | ) |  | | (0.01 | ) |  | | (0.02 | ) |
Net realized gain |  | | (2.24 | ) |  | | (1.36 | ) |  | | (0.62 | ) |  | | (2.12 | ) |  | | (0.01 | ) |  | | (0.04 | ) |
Total dividends and distributions |  | | (2.29 | ) |  | | (1.36 | ) |  | | (0.62 | ) |  | | (2.13 | ) |  | | (0.02 | ) |  | | (0.06 | ) |
Net asset value, end of period |  | $ | 41.47 | |  | $ | 39.57 | |  | $ | 37.10 | |  | $ | 34.52 | |  | $ | 29.20 | |  | $ | 29.54 | |
Total Return† |  | | 10.53 | % (1) |  | | 10.38 | % |  | | 9.29 | % |  | | 26.29 | % |  | | (1.08 | )% |  | | (7.23 | )% |
Ratios to Average Net Assets(3): |  | | | |  | | | |  | | | |  | | | |  | | | |  | | | |
Total expenses (before expense offset) |  | | 1.39 | % (2) |  | | 1.38 | % |  | | 1.45 | % |  | | 1.63 | % |  | | 1.65 | % |  | | 1.60 | % |
Net investment income (loss) |  | | 0.33 | % (2) |  | | 0.23 | % |  | | 0.16 | % |  | | (0.11 | )% |  | | 0.12 | % |  | | (0.02 | )% |
Supplemental Data: |  | | | |  | | | |  | | | |  | | | |  | | | |  | | | |
Net assets, end of period, in thousands |  | | $674,461 | |  | | $674,371 | |  | | $767,445 | |  | | $1,279,687 | |  | | $928,148 | |  | | $1,037,039 | |
Portfolio turnover rate |  | | 8 | % (1) |  | | 16 | % |  | | 14 | % |  | | 11 | % |  | | 25 | % |  | | 9 | % |
 |
 |
 | ‡ | The per share amounts were computed using an average number of shares outstanding during the period. |
 | † | Does not reflect the deduction of sales charge. Calculated based on the net asset value as of the last business day of the period. |
 | (1) | Not annualized. |
 | (2) | Annualized. |
 | (3) | Reflects overall Fund ratios for investment income and non-class specific expenses. |
See Notes to Financial Statements
29
Morgan Stanley Equally-Weighted S&P 500 Fund
Financial Highlights (unaudited) continued

 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
|  | FOR THE SIX MONTHS ENDED DECEMBER 31, 2006 |  | FOR THE YEAR ENDED JUNE 30, |  |
|  | 2006 |  | 2005 |  | 2004 |  | 2003 |  | 2002 |
|  | (unaudited) |  | | | |  | | | |  | | | |  | | | |  | | | |
Class C Shares |  | | | |  | | | |  | | | |  | | | |  | | | |  | | | |
Selected Per Share Data: |  | | | |  | | | |  | | | |  | | | |  | | | |  | | | |
Net asset value, beginning of period |  | $ | 38.97 | |  | $ | 36.60 | |  | $ | 34.07 | |  | $ | 28.87 | |  | $ | 29.22 | |  | $ | 31.76 | |
Income (loss) from investment operations: |  | | | |  | | | |  | | | |  | | | |  | | | |  | | | |
Net investment income (loss)‡ |  | | 0.07 | |  | | 0.11 | |  | | 0.06 | |  | | (0.03 | ) |  | | 0.03 | |  | | (0.01 | ) |
Net realized and unrealized gain (loss) |  | | 4.06 | |  | | 3.69 | |  | | 3.09 | |  | | 7.40 | |  | | (0.35 | ) |  | | (2.28 | ) |
Total income (loss) from investment operations |  | | 4.13 | |  | | 3.80 | |  | | 3.15 | |  | | 7.37 | |  | | (0.32 | ) |  | | (2.29 | ) |
Less dividends and distributions from: |  | | | |  | | | |  | | | |  | | | |  | | | |  | | | |
Net investment income |  | | (0.12 | ) |  | | (0.07 | ) |  | | 0.00 | |  | | (0.05 | ) |  | | (0.02 | ) |  | | (0.21 | ) |
Net realized gain |  | | (2.24 | ) |  | | (1.36 | ) |  | | (0.62 | ) |  | | (2.12 | ) |  | | (0.01 | ) |  | | (0.04 | ) |
Total dividends and distributions |  | | (2.36 | ) |  | | (1.43 | ) |  | | (0.62 | ) |  | | (2.17 | ) |  | | (0.03 | ) |  | | (0.25 | ) |
Net asset value, end of period |  | $ | 40.74 | |  | $ | 38.97 | |  | $ | 36.60 | |  | $ | 34.07 | |  | $ | 28.87 | |  | $ | 29.22 | |
Total Return† |  | | 10.55 | % (1) |  | | 10.44 | % |  | | 9.26 | % |  | | 26.31 | % |  | | (1.09 | )% |  | | (7.23 | )% |
Ratios to Average Net Assets(3): |  | | | |  | | | |  | | | |  | | | |  | | | |  | | | |
Total expenses (before expense offset) |  | | 1.39 | % (2) |  | | 1.33 | % |  | | 1.45 | % |  | | 1.63 | % |  | | 1.65 | % |  | | 1.60 | % |
Net investment income (loss) |  | | 0.33 | % (2) |  | | 0.28 | % |  | | 0.16 | % |  | | (0.11 | )% |  | | 0.12 | % |  | | (0.02 | )% |
Supplemental Data: |  | | | |  | | | |  | | | |  | | | |  | | | |  | | | |
Net assets, end of period, in thousands |  | | $112,209 | |  | | $101,809 | |  | | $92,529 | |  | | $68,101 | |  | | $30,809 | |  | | $23,962 | |
Portfolio turnover rate |  | | 8 | %(1) |  | | 16 | % |  | | 14 | % |  | | 11 | % |  | | 25 | % |  | | 9 | % |
 |
 |
 | ‡ | The per share amounts were computed using an average number of shares outstanding during the period. |
 | † | Does not reflect the deduction of sales charge. Calculated based on the net asset value as of the last business day of the period. |
 | (1) | Not annualized. |
 | (2) | Annualized. |
 | (3) | Reflects overall Fund ratios for investment income and non-class specific expenses. |
See Notes to Financial Statements
30
Morgan Stanley Equally-Weighted S&P 500 Fund
Financial Highlights (unaudited) continued

 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
|  | FOR THE SIX MONTHS ENDED DECEMBER 31, 2006 |  | FOR THE YEAR ENDED JUNE 30, |  |
|  | 2006 |  | 2005 |  | 2004 |  | 2003 |  | 2002 |
|  | (unaudited) |  | | | |  | | | |  | | | |  | | | |  | | | |
Class D Shares |  | | | |  | | | |  | | | |  | | | |  | | | |  | | | |
Selected Per Share Data: |  | | | |  | | | |  | | | |  | | | |  | | | |  | | | |
Net asset value, beginning of period |  | $ | 40.28 | |  | $ | 37.77 | |  | $ | 35.04 | |  | $ | 29.44 | |  | $ | 29.63 | |  | $ | 32.19 | |
Income (loss) from investment operations: |  | | | |  | | | |  | | | |  | | | |  | | | |  | | | |
Net investment income‡ |  | | 0.28 | |  | | 0.49 | |  | | 0.42 | |  | | 0.30 | |  | | 0.30 | |  | | 0.30 | |
Net realized and unrealized gain (loss) |  | | 4.21 | |  | | 3.81 | |  | | 3.20 | |  | | 7.56 | |  | | (0.34 | ) |  | | (2.33 | ) |
Total income (loss) from investment operations |  | | 4.49 | |  | | 4.30 | |  | | 3.62 | |  | | 7.86 | |  | | (0.04 | ) |  | | (2.03 | ) |
Less dividends and distributions from: |  | | | |  | | | |  | | | |  | | | |  | | | |  | | | |
Net investment income |  | | (0.50 | ) |  | | (0.43 | ) |  | | (0.27 | ) |  | | (0.14 | ) |  | | (0.14 | ) |  | | (0.49 | ) |
Net realized gain |  | | (2.24 | ) |  | | (1.36 | ) |  | | (0.62 | ) |  | | (2.12 | ) |  | | (0.01 | ) |  | | (0.04 | ) |
Total dividends and distributions |  | | (2.74 | ) |  | | (1.79 | ) |  | | (0.89 | ) |  | | (2.26 | ) |  | | (0.15 | ) |  | | (0.53 | ) |
Net asset value, end of period |  | $ | 42.03 | |  | $ | 40.28 | |  | $ | 37.77 | |  | $ | 35.04 | |  | $ | 29.44 | |  | $ | 29.63 | |
Total Return† |  | | 11.10 | % (1) |  | | 11.49 | % |  | | 10.38 | % |  | | 27.55 | % |  | | (0.09 | )% |  | | (6.28 | )% |
Ratios to Average Net Assets(3): |  | | | |  | | | |  | | | |  | | | |  | | | |  | | | |
Total expenses (before expense offset) |  | | 0.39 | % (2) |  | | 0.38 | % |  | | 0.45 | % |  | | 0.63 | % |  | | 0.65 | % |  | | 0.60 | % |
Net investment income |  | | 1.33 | % (2) |  | | 1.23 | % |  | | 1.16 | % |  | | 0.89 | % |  | | 1.12 | % |  | | 0.98 | % |
Supplemental Data: |  | | | |  | | | |  | | | |  | | | |  | | | |  | | | |
Net assets, end of period, in thousands |  | | $515,487 | |  | | $508,494 | |  | | $458,885 | |  | | $295,414 | |  | | $152,558 | |  | | $98,886 | |
Portfolio turnover rate |  | | 8 | % (1) |  | | 16 | % |  | | 14 | % |  | | 11 | % |  | | 25 | % |  | | 9 | % |
 |
 |
 | ‡ | The per share amounts were computed using an average number of shares outstanding during the period. |
 | † | Calculated based on the net asset value as of the last business day of the period. |
 | (1) | Not annualized. |
 | (2) | Annualized. |
 | (3) | Reflects overall Fund ratios for investment income and non-class specific expenses. |
See Notes to Financial Statements
31
Morgan Stanley Equally-Weighted S&P 500 Fund
Results of Special Shareholder Meeting (unaudited)
On August 1, 2006, a Special Meeting of Shareholders of the Fund was scheduled in order to vote on the proposals set forth below. The proposals failed to obtain the necessary quorum in order to hold the meeting, and, therefore, the meeting was adjourned until August 23, 2006, and later adjourned to September 27, 2006 to permit further solicitation of proxies. The meeting was held on September 27, 2006 and the voting results with respect to these proposals were as follows:
(1) Election of Trustees:

 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
|  | For |  | Withhold |  | Abstain |  | BNV* |
Frank L. Bowman |  | | 27,998,012 | |  | | 1,039,556 | |  | | 0 | |  | | 0 | |
Kathleen A. Dennis |  | | 28,003,681 | |  | | 1,033,887 | |  | | 0 | |  | | 0 | |
James F. Higgins |  | | 27,992,089 | |  | | 1,045,479 | |  | | 0 | |  | | 0 | |
Joseph J. Kearns |  | | 27,997,117 | |  | | 1,040,451 | |  | | 0 | |  | | 0 | |
Michael F. Klein |  | | 28,004,714 | |  | | 1,032,854 | |  | | 0 | |  | | 0 | |
W. Allen Reed |  | | 27,986,477 | |  | | 1,051,091 | |  | | 0 | |  | | 0 | |
Fergus Reid |  | | 27,967,392 | |  | | 1,070,176 | |  | | 0 | |  | | 0 | |
 |
The following Trustees were not standing for reelection at this meeting: Michael Bozic, Dr. Manuel H. Johnson and Michael E. Nugent.
(2) Elimination of certain fundamental investment restrictions:

 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
|  | FOR |  | AGAINST |  | ABSTAIN |  | BNV* |
Elimination of the fundamental policy restricting the fund’s ability to pledge assets |  | | 24,473,489 | |  | | 1,118,835 | |  | | 930,563 | |  | | 2,514,681 | |
Elimination of the fundamental policy restricting purchases of securities on margin |  | | 24,426,188 | |  | | 1,156,066 | |  | | 940,633 | |  | | 2,514,681 | |
Elimination of the fundamental policy prohibiting investments in oil, gas, and other types of minerals or mineral leases |  | | 24,549,741 | |  | | 1,018,912 | |  | | 954,234 | |  | | 2,514,681 | |
Elimination of the fundamental policy prohibiting or restricting the purchase of securities of issuers in which Trustees or Officers have an interest |  | | 24,459,272 | |  | | 1,118,227 | |  | | 945,388 | |  | | 2,514,681 | |
Elimination of the fundamental policy prohibiting investments for purposes of exercising control |  | | 24,515,680 | |  | | 1,077,917 | |  | | 929,290 | |  | | 2,514,681 | |
Elimination of the fundamental policy regarding investments in unseasoned companies |  | | 24,428,745 | |  | | 1,142,837 | |  | | 951,305 | |  | | 2,514,681 | |
 |
32
Morgan Stanley Equally-Weighted S&P 500 Fund
Results of Special Shareholder Meeting (unaudited) continued
(3) Modify certain fundamental investment restrictions:

 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
|  | FOR |  | AGAINST |  | ABSTAIN |  | BNV* |
Modify fundamental policy regarding diversification |  | | 24,627,712 | |  | | 967,789 | |  | | 927,386 | |  | | 2,514,681 | |
Modify fundamental policy regarding borrowing money |  | | 24,423,011 | |  | | 1,140,681 | |  | | 959,195 | |  | | 2,514,681 | |
Modify fundamental policy regarding loans |  | | 24,454,769 | |  | | 1,120,467 | |  | | 947,651 | |  | | 2,514,681 | |
Modify fundamental policy regarding investment in commodities, commodity contracts and futures contracts |  | | 24,456,541 | |  | | 1,107,394 | |  | | 958,952 | |  | | 2,514,681 | |
Modify fundamental policy regarding issuance of senior securities |  | | 24,545,048 | |  | | 1,024,058 | |  | | 953,781 | |  | | 2,514,681 | |
 |
(4) Reclassify certain fundamental policies as non-fundamental policies:

 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
|  | FOR |  | AGAINST |  | ABSTAIN |  | BNV* |
Reclassification as non-fundamental the fundamental policy regarding the short sale of securities |  | | 24,445,609 | |  | | 1,124,419 | |  | | 952,859 | |  | | 2,514,681 | |
Reclassification as non-fundamental the fundamental policy prohibiting investments in other investment companies |  | | 24,531,706 | |  | | 1,031,593 | |  | | 959,588 | |  | | 2,514,681 | |
Reclassification as non-fundamental the fundamental policy prohibiting or limiting investments in illiquid or restricted securities |  | | 24,451,746 | |  | | 1,094,168 | |  | | 976,973 | |  | | 2,514,681 | |
 |
 | * | Broker ‘‘non-votes’’ are shares held in street name for which the broker indicates that instructions have not been received from the beneficial owners or other persons entitled to vote and for which the broker does not have discretionary voting authority. |
33
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(This page has been left blank intentionally.)
 |  |  |
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 Chairman of the Board Ronald E. Robison President and Principal Executive Officer J. David Germany Vice President Dennis F. Shea Vice President Barry Fink 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 Investment Adviser Morgan Stanley Investment Advisors Inc. 1221 Avenue of the Americas New York, New York 10020 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 NASD. © 2006 Morgan Stanley 
VADSAR-RAO7-00163P-y12/06 |  | MORGAN STANLEY FUNDS |
Morgan Stanley Equally-Weighted S&P 500 Fund
Semiannual Report December 31, 2006
|
 |
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.
Refer to Item 1.
Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End
Management Investment Companies.
Not applicable for semiannual reports.
Item 8. Portfolio Managers of Closed-End Management Investment Companies
Applicable only to reports filed by closed-end funds.
Item 9. Closed-End Fund Repurchases
Applicable to reports filed by closed-end funds.
Item 10. Submission of Matters to a Vote of Security Holders
Not applicable.
Item 11. Controls and Procedures
(a) The Fund's principal executive officer and principal financial officer have
concluded that the Fund's disclosure controls and procedures are sufficient to
ensure that information required to be disclosed by the Fund in this Form N-CSR
was recorded, processed, summarized and reported within the time periods
specified in the Securities and Exchange Commission's rules and forms, based
upon such officers' evaluation of these controls and procedures as of a date
within 90 days of the filing date of the report.
(b) There were no changes in the registrant's internal control over financial
reporting that occurred during the second fiscal quarter of the period covered
by this report that has materially affected, or is reasonably likely to
materially affect, the registrant's internal control over financial reporting.
Item 12. Exhibits
(a) Code of Ethics - Not applicable for semiannual reports.
(b) A separate certification for each principal executive officer and principal
financial officer of the registrant are attached hereto as part of EX-99.CERT.
2
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934 and
the Investment Company Act of 1940, the registrant has duly caused this report
to be signed on its behalf by the undersigned, thereunto duly authorized.
Morgan Stanley Equally-Weighted S&P 500 Index Fund
/s/ Ronald E. Robison
Ronald E. Robison
Principal Executive Officer
February 9, 2007
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/ Ronald E. Robison
Ronald E. Robison
Principal Executive Officer
February 9, 2007
/s/ Francis Smith
Francis Smith
Principal Financial Officer
February 9, 2007
3
EXHIBIT 12 B1
CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER
CERTIFICATIONS
--------------
I, Ronald E. Robison, certify that:
1. I have reviewed this report on Form N-CSR of Morgan Stanley
Equally-Weighted S&P 500 Index Fund;
2. Based on my knowledge, this report does not contain any untrue statement of
a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this
report;
3. Based on my knowledge, the financial statements and other financial
information included in this report, fairly present in all material
respects the financial condition, results of operations, changes in net
assets, and cash flows (if the financial statements are required to include
a statement of cash flows) of the registrant as of, and for, the periods
presented in this report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Rule 30a-3(c) under the Investment Company Act of 1940) and internal
control over financial reporting (as defined in Rule 30a-3(d) under the
Investment Company Act of 1940) for the registrant and have:
a) designed such disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed under our supervision, to ensure
that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this report is being
prepared;
b) designed such internal control over financial reporting, or caused such
internal control over financial reporting to be designed under our
supervision, to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for
external purposes in accordance with generally accepted accounting
principles;
c) evaluated the effectiveness of the registrant's disclosure controls and
procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of a date
within 90 days prior to the filing date of this report based on such
evaluation; and
d) disclosed in this report any change 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; and
5. The registrant's other certifying officer(s) and I have disclosed to the
registrant's auditors and the audit committee of the registrant's board of
directors (or persons performing the equivalent functions):
4
a) all significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are reasonably
likely to adversely affect the registrant's ability to record, process,
summarize, and report financial information; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls
over financial reporting.
Date: February 9, 2007
/s/ Ronald E. Robison
Ronald E. Robison
Principal Executive Officer
5
EXHIBIT 12 B2
CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER
CERTIFICATIONS
--------------
I, Francis Smith, certify that:
1. I have reviewed this report on Form N-CSR of Morgan Stanley
Equally-Weighted S&P 500 Index Fund;
2. Based on my knowledge, this report does not contain any untrue statement of
a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this
report;
3. Based on my knowledge, the financial statements and other financial
information included in this report, fairly present in all material
respects the financial condition, results of operations, changes in net
assets, and cash flows (if the financial statements are required to include
a statement of cash flows) of the registrant as of, and for, the periods
presented in this report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Rule 30a-3(c) under the Investment Company Act of 1940) and internal
control over financial reporting (as defined in Rule 30a-3(d) under the
Investment Company Act of 1940) for the registrant and have:
a) designed such disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed under our supervision, to ensure
that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this report is being
prepared;
b) designed such internal control over financial reporting, or caused such
internal control over financial reporting to be designed under our
supervision, to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for
external purposes in accordance with generally accepted accounting
principles;
c) evaluated the effectiveness of the registrant's disclosure controls and
procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of a date
within 90 days prior to the filing date of this report based on such
evaluation; and
d) disclosed in this report any change 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; and
5. The registrant's other certifying officer(s) and I have disclosed to the
registrant's auditors and the audit committee of the registrant's board of
directors (or persons performing the equivalent functions):
6
a) all significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are reasonably
likely to adversely affect the registrant's ability to record, process,
summarize, and report financial information; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls
over financial reporting.
Date: February 9, 2007
/s/ Francis Smith
Francis Smith
Principal Financial Officer
7
SECTION 906 CERTIFICATION
Certification Pursuant to 18 U.S.C. Section 1350,
As Adopted Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002
Morgan Stanley Equally-Weighted S&P 500 Index Fund
In connection with the Report on Form N-CSR (the "Report") of the
above-named issuer for the period ended December 31, 2006 that is accompanied by
this certification, the undersigned hereby certifies that:
1. The Report fully complies with the requirements of Section 13(a) or 15(d)
of the Securities Exchange Act of 1934; and
2. The information contained in the Report fairly presents, in all material
respects, the financial condition and results of operations of the Issuer.
Date: February 9, 2007 /s/ Ronald E. Robison
---------------------
Ronald E. Robison
Principal Executive Officer
A signed original of this written statement required by Section 906 has been
provided to Morgan Stanley Equally-Weighted S&P 500 Index Fund and will be
retained by Morgan Stanley Equally-Weighted S&P 500 Index Fund and furnished to
the Securities and Exchange Commission or its staff upon request.
8
SECTION 906 CERTIFICATION
Certification Pursuant to 18 U.S.C. Section 1350,
As Adopted Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002
Morgan Stanley Equally-Weighted S&P 500 Index Fund
In connection with the Report on Form N-CSR (the "Report") of the
above-named issuer for the period ended December 31, 2006 that is accompanied by
this certification, the undersigned hereby certifies that:
1. The Report fully complies with the requirements of Section 13(a) or 15(d)
of the Securities Exchange Act of 1934; and
2. The information contained in the Report fairly presents, in all material
respects, the financial condition and results of operations of the Issuer.
Date: February 9, 2007 /s/ Francis Smith
------------------
Francis Smith
Principal Financial Officer
A signed original of this written statement required by Section 906 has been
provided to Morgan Stanley Equally-Weighted S&P 500 Index Fund and will be
retained by Morgan Stanley Equally-Weighted S&P 500 Index Fund and furnished to
the Securities and Exchange Commission or its staff upon request.
9