N-CSRS 1 a10-12464_3ncsrs.htm N-CSRS

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			811-09117

Morgan Stanley Real Estate 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:	November 30, 2010

Date of reporting period:		May 31, 2010

Item 1 - Report to Shareholders

INVESTMENT MANAGEMENT

Welcome, Shareholder:

In this report, you'll learn about how your investment in Morgan Stanley Real Estate 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 May 31, 2010

Total Return for the 6 Months Ended May 31, 2010
Class A			Class B			Class C			Class I			FTSE NAREIT Equity REITs Index¹			S&P 500^®Index²			Lipper Real Estate Funds Average³
	20.62	%		20.09	%		20.24	%		20.87	%		19.08	%		0.40	%		18.19	%

The performance of the Fund's four 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 real estate investment trust (REIT) sector gained 19.08 percent in the six-month period under review, as measured by the FTSE NAREIT Equity REITs Index (the "Index"), but is still down approximately 35 percent from peak levels. For most of the period, the sector continued the strong recovery that began in mid-March 2009. Given a continued lack of meaningful investment transaction activity, movements in REIT share prices appeared to be most impacted by an improved outlook for the economy, the strong rally in the broader equity and debt markets, and the overall improvements in the capital markets. Towards the end of the period, the REIT market declined alongside the broader equity markets, which fell on investor concerns that weakness in Europe spurred by Greece's fiscal crisis and policy-tightening measures in China may hinder continued global economic growth.

Among the major U.S. REIT sectors, apartment stocks significantly outperformed, retail stocks modestly outperformed, and office stocks underperformed the Index. Apartment stocks benefited as the companies reported strong first quarter earnings results and provided upward guidance for the balance of 2010. The companies also noted that operating fundamentals had turned earlier than anticipated and also ahead of a meaningful return of job creation. Finally, asset values in the apartment investment market continued to strengthen due to this improved operating environment. The retail sector modestly outperformed the Index. Within the retail sector, the malls meaningfully outperformed and the shopping centers significantly underperformed the Index. The mall sector was boosted by the attention on improving mall asset valuations generated by a battle for a bankrupt company. In addition, first quarter earnings results indicated that retail sales had begun to recover at a faster-than-expected pace and tenant bankruptcies had dramatically slowed. The shopping center sector was dragged down by first quarter operating results that appeared to be weaker than expected. The office sector underperformed, as first quarter earnings results showed that the leasing market remained quite weak for office assets, with little optimism for near-term improvements in most markets, with the possible exception of the Manhattan office market. Within the office sector, the companies that focus on major central business district locations, particularly New York City, outperformed the owners of suburban office assets. Among the smaller sectors, hotel REITs significantly outperformed, storage REITs

modestly outperformed, and industrial and health care REITs significantly underperformed the Index.

Performance Analysis

All share classes of Morgan Stanley Real Estate Fund outperformed the FTSE NAREIT Equity REITs Index (the "Index"), the S&P 500^® Index and the Lipper Real Estate Funds Average for the six months ended May 31, 2010, assuming no deduction of applicable sales charges.

Bottom-up stock selection and top-down sector allocation both contributed to performance during the period. Stock selection was strong in the apartment, hotel and office sectors; this was partially offset by stock selection in the mall sector. From a top-down perspective, the Fund benefited from an underweight to the industrial sector, and overweights to the hotel and apartment sectors. Cash held in the portfolio detracted due to the market rally.

We have maintained our core investment philosophy as a real estate value investor. This results in the ownership of stocks whose share prices provide real estate exposure at the best valuation relative to their underlying asset values. Given the continued lack of clarity on underlying asset values due to the stagnant investment market, we have focused on relative implied valuations as a key metric. Our company-specific research leads us to an overweighting in the portfolio to a group of companies that are focused in the ownership of apartment properties and upscale urban hotels and an underweighting to companies concentrated in the ownership of industrial and suburban office assets.

Based on an estimated 25 percent downward adjustment to asset values, the REIT market ended the period at an approximate 20 percent premium to this expected decline in asset values. We believe that at current premium valuations, it appears that the market is anticipating asset values may not decline from the peak as much as currently expected and/or the market is attempting to price in the favorable benefits to REITs having unique access to capital and being able to take advantage of the arbitrage opportunity between public and private valuations by making acquisitions. In addition, some analysts have noted that the current valuation of the REIT sector appears fairly priced on both a current and historical basis relative to investment grade bonds.

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

TOP 10 HOLDINGS as of 05/31/10
Simon Property Group, Inc. (REIT)	11.1	%
Equity Residential (REIT)	10.2
Vornado Realty Trust (REIT)	7.4
Public Storage (REIT)	5.7
Boston Properties, Inc. (REIT)	5.4
Host Hotels & Resorts, Inc. (REIT)	4.3
AvalonBay Communities, Inc. (REIT)	4.2
Regency Centers Corp. (REIT)	4.1
HCP, Inc. (REIT)	3.7
Starwood Hotels & Resorts Worldwide, Inc.	3.3
PORTFOLIO COMPOSITION as of 05/31/10
Common Stocks	97.4	%
Investment Company	2.6

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 are as a percentage of net assets and portfolio composition are as a percentage of total investments. 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 will normally invest at least 80 percent of its assets in income producing common stocks and other equity securities (which may include convertible securities) of companies that are principally engaged in the U.S. real estate industry. A company is considered to be "principally engaged" in the U.S. real estate industry if (i) it derives at least 50 percent of its revenues or profits from the ownership, leasing, construction, management, development, financing or sale of residential, commercial or industrial real estate; or (ii) it has at least 50 percent of the value of its assets invested in U.S. residential, commercial or industrial real estate. Companies primarily engaged in the real estate industry may include real estate investment trusts known as "REITs," which pool investor funds mostly for investment in commercial real estate properties. They also may include, among other businesses, real estate developers, brokers and operating companies, as well as companies whose products and services are significantly related to the real estate industry.

For More Information About Portfolio Holdings

Each Morgan Stanley fund provides a complete schedule of portfolio holdings in its semiannual and annual reports within 60 days of the end of the fund's second and fourth fiscal quarters. The semiannual reports and the annual reports are filed electronically with the Securities and Exchange Commission (SEC) on Form N-CSRS and Form N-CSR, respectively. Morgan Stanley also delivers the semiannual and annual reports to fund shareholders and makes these reports available on its public web site, www.morganstanley.com. Each

Morgan Stanley fund also files a complete schedule of portfolio holdings with the SEC for the fund's first and third fiscal quarters on Form N-Q. Morgan Stanley does not deliver the reports for the first and third fiscal quarters to shareholders, nor are the reports posted to the Morgan Stanley public web site. You may, however, obtain the Form N-Q filings (as well as the Form N-CSR and N-CSRS filings) by accessing the SEC's web site, http://www.sec.gov. You may also review and copy them at the SEC's public reference room in Washington, DC. Information on the operation of the SEC's public reference room may be obtained by calling the SEC at (800) SEC-0330. You can also request copies of these materials, upon payment of a duplicating fee, by electronic request at the SEC's e-mail address (publicinfo@sec.gov) or by writing the public reference section of the SEC, Washington, DC 20549-1520.

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 SEC'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 SEC'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.

Performance Summary

Average Annual Total Returns—Period Ended May 31, 2010

Symbol

Class A Shares*
(since 04/28/99)
REFAX

Class B Shares**
(since 04/28/99)
REFBX

Class C Shares^†(since 04/28/99)
REFCX

Class I Shares^††(since 04/28/99)
REFDX

1 Year

54.17%⁴46.08 ⁵

52.87%⁴47.87 ⁵

52.76%⁴51.76 ⁵

54.50%⁴—

5 Years

3.26 ⁴2.15 ⁵

2.45 ⁴2.33 ⁵

2.50 ⁴2.50 ⁵

3.55 ⁴—

10 Years

11.14 ⁴10.54 ⁵

10.44 ⁴10.44 ⁵

10.30 ⁴10.30 ⁵

11.40 ⁴—

Since Inception

10.13 ⁴9.59 ⁵

9.51 ⁴9.51 ⁵

9.30 ⁴9.30 ⁵

10.42 ⁴—

Gross Expense Ratio

2.22

2.97

1.97

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

Keep in mind that high, double-digit and/or triple-digit returns are highly unusual and cannot be sustained. Investors should also be aware that these returns were primarily achieved during favorable market conditions.

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

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

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

†† Class I has no sales charge.

(1) The FTSE NAREIT (National Association of Real Estate Investment Trusts) Equity REITs Index is free float-adjusted market capitalization weighted index of tax-qualified REITs listed on the New York Stock Exchange, NYSE Amex and the NASDAQ National Market Systems. 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 Standard & Poor's 500^® Index (S&P 500^®) measures the performance of the large cap segment of the U.S. equities market, covering approximately 75% of the U.S. equities market. The Index includes 500 leading companies in leading industries of the U.S. economy. The Index is unmanaged and its returns do not include any sales charges or fees. Such costs would lower performance. It is not possible to invest directly in an index.

(3) The Lipper Real Estate Funds Average tracks the performance of all funds in the Lipper Real Estate Funds classification. The Average, which is adjusted for capital gains distributions and income dividends, is unmanaged and should not be considered an investment. The Fund was in the Lipper Real Estate Funds classification as of the date of this report.

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

(5) 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.

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 (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 12/01/09 – 05/31/10.

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). Therefore, the second line of the table is useful in comparing ongoing costs, and will not help you determine the relative total cost of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

	Beginning Account Value		Ending Account Value		Expenses Paid During Period@
	12/01/09		05/31/10		12/01/09 – 05/31/10
Class A
Actual (20.62% return)	$	1,000.00	$	1,206.20	$	10.56
Hypothetical (5% annual return before expenses)	$	1,000.00	$	1,015.36	$	9.65
Class B
Actual (20.09% return)	$	1,000.00	$	1,200.90	$	14.65
Hypothetical (5% annual return before expenses)	$	1,000.00	$	1,011.62	$	13.39
Class C
Actual (20.24% return)	$	1,000.00	$	1,202.40	$	14.66
Hypothetical (5% annual return before expenses)	$	1,000.00	$	1,011.62	$	13.39
Class I
Actual (20.87% return)	$	1,000.00	$	1,208.70	$	9.20
Hypothetical (5% annual return before expenses)	$	1,000.00	$	1,016.60	$	8.40

@ Expenses are equal to the Fund's annualized expense ratios of 1.92%, 2.67%, 2.67% and 1.67% for Class A, Class B, Class C and Class I shares, respectively, multiplied by the average account value over the period, multiplied by 182/365 (to reflect the one-half year period).

Morgan Stanley Real Estate Fund

Portfolio of Investments n May 31, 2010 (unaudited)

NUMBER OF SHARES			VALUE
		Common Stocks (96.8%)
		Diversified (9.8%)
	49,785	Cousins Properties, Inc. (REIT)	$	383,842
	39,135	Forest City Enterprises, Inc. (Class A) (a)		518,930
	35,766	Vornado Realty Trust (REIT)		2,778,303
				3,681,075
		Health Care (12.0%)
	13,458	Assisted Living Concepts, Inc. (Class A) (a)		446,132
	3,350	Capital Senior Living Corp. (a)		16,616
	3,240	Extendicare Real Estate Investment Trust (REIT) (Canada)		28,016
	43,426	HCP, Inc. (REIT)		1,383,552
	20,275	Healthcare Realty Trust, Inc. (REIT)		464,906
	14,110	Nationwide Health Properties, Inc. (REIT)		500,764
	45,220	Senior Housing Properties Trust (REIT)		942,385
	15,040	Ventas, Inc. (REIT)		706,128
				4,488,499
		Industrial (2.1%)
	23,297	AMB Property Corp. (REIT)		604,091
	21,740	DCT Industrial Trust, Inc. (REIT)		105,222
	6,490	ProLogis (REIT)		73,856
				783,169
		Industrial/Office (2.1%)
	13,080	Duke Realty Corp. (REIT)		155,390
	7,173	Liberty Property Trust (REIT)		221,000
	7,693	PS Business Parks, Inc. (REIT)		414,730
				791,120
		Lodging/Resorts (8.2%)
	113,472	Host Hotels & Resorts, Inc. (REIT)		1,618,111
	22,704	Morgans Hotel Group Co. (a)		172,437
	2,060	Pebblebrook Hotel Trust (REIT) (a)		42,271

NUMBER OF SHARES			VALUE
	27,035	Starwood Hotels & Resorts Worldwide, Inc.	$	1,250,369
				3,083,188
		Office (10.6%)
	5,515	BioMed Realty Trust, Inc. (REIT)		93,810
	26,582	Boston Properties, Inc. (REIT)		2,038,308
	59,748	Brookfield Properties Corp. (Canada)		874,113
	2,450	Douglas Emmett, Inc. (REIT)		37,926
	9,220	HRPT Properties Trust (REIT)		61,866
	5,900	Kilroy Realty Corp. (REIT)		194,110
	20,775	Mack-Cali Realty Corp. (REIT)		685,160
				3,985,293
		Residential Apartments (17.8%)
	7,940	Apartment Investment & Management Co. (Class A) (REIT)		163,802
	15,862	AvalonBay Communities, Inc. (REIT)		1,555,428
	1,940	BRE Properties, Inc. (Class A) (REIT)		79,268
	15,926	Camden Property Trust (REIT)		726,863
	84,333	Equity Residential (REIT)		3,805,948
	400	Essex Property Trust, Inc. (REIT)		42,092
	11,950	Post Properties, Inc. (REIT)		299,706
				6,673,107
		Residential Manufactured Home (2.1%)
	14,981	Equity Lifestyle Properties, Inc. (REIT)		776,016
		Retail Regional Malls (13.0%)
	11,509	Macerich Co. (The) (REIT)		476,012
	48,945	Simon Property Group, Inc. (REIT)		4,161,794
	5,806	Taubman Centers, Inc. (REIT)		235,085
				4,872,891

See Notes to Financial Statements
8

Morgan Stanley Real Estate Fund

Portfolio of Investments n May 31, 2010 (unaudited) continued

NUMBER OF SHARES			VALUE
		Retail Strip Centers (7.9%)
	22,765	Acadia Realty Trust (REIT)	$	407,266
	9,843	Federal Realty Investment Trust (REIT)		725,429
	9,210	Kite Realty Group Trust (REIT)		45,129
	42,006	Regency Centers Corp. (REIT)		1,543,721
	23,128	Retail Opportunity Investments Corp.		223,416
				2,944,961
		Self Storage (6.3%)
	22,974	Public Storage (REIT)		2,129,460
	5,897	Sovran Self Storage, Inc. (REIT)		212,469
				2,341,929
		Specialty (4.9%)
	7,580	Colony Financial, Inc. (REIT)		137,880
	7,030	CreXus Investment Corp. (REIT)		91,601
	2,320	Digital Realty Trust, Inc. (REIT)		132,031
	31,030	Plum Creek Timber Co., Inc. (REIT)		1,086,671
	3,830	Rayonier, Inc. (REIT)		171,891
	11,110	Starwood Property Trust, Inc. (REIT)		202,535
				1,822,609
		Total Common Stocks (Cost $23,048,529)		36,243,857

NUMBER OF SHARES (000)					VALUE
		Short-Term Investment (2.6%)
		Investment Company
	972	Morgan Stanley Institutional Liquidity Funds - Money Market Portfolio - Institutional Class (See Note 5) (Cost $972,077)			$	972,077
Total Investments (Cost $24,020,606) (b)			99.4	%		37,215,934
Other Assets in Excess of Liabilities			0.6			215,360
Net Assets			100.0	%	$	37,431,294

REIT Real Estate Investment Trust.

(a) Non-income producing security.

(b) The aggregate cost for federal income tax purposes approximates the aggregate cost for book purposes. The aggregate gross unrealized appreciation is $13,796,271 and the aggregate gross unrealized depreciation is $600,943 resulting in net unrealized appreciation of $13,195,328.

Summary of Investments

INDUSTRY	VALUE		PERCENT OF TOTAL INVESTMENTS
Residential Apartments	$	6,673,107		17.9	%
Retail Regional Malls		4,872,891		13.1
Health Care		4,488,499		12.1
Office		3,985,293		10.7
Diversified		3,681,075		9.9
Lodging/Resorts		3,083,188		8.3
Retail Strip Centers		2,944,961		7.9
Self Storage		2,341,929		6.3
Specialty		1,822,609		4.9
Investment Company		972,077		2.6
Industrial/Office		791,120		2.1
Industrial		783,169		2.1
Residential Manufactured Home		776,016		2.1
	$	37,215,934		100.0	%

See Notes to Financial Statements
9

Morgan Stanley Real Estate Fund

Financial Statements

Statement of Assets and Liabilities

May 31, 2010 (unaudited)

Assets:
Investments in securities, at value (cost $23,048,529)	$	36,243,857
Investment in affiliate, at value (cost $972,077)		972,077
Receivable for:
Investments sold		484,177
Shares of beneficial interest sold		51,064
Dividends		46,150
Dividends from affiliate		210
Prepaid expenses and other assets		30,834
Total Assets		37,828,369
Liabilities:
Payable for:
Investments purchased		269,274
Investment advisory fee		25,736
Distribution fee		17,297
Shares of beneficial interest redeemed		13,118
Transfer agent fee		6,985
Administration fee		2,603
Accrued expenses and other payables		62,062
Total Liabilities		397,075
Net Assets	$	37,431,294
Composition of Net Assets:
Paid-in-capital	$	30,243,873
Net unrealized appreciation		13,195,331
Accumulated undistributed net investment income		59,982
Accumulated net realized loss		(6,067,892	)
Net Assets	$	37,431,294
Class A Shares:
Net Assets	$	23,087,295
Shares Outstanding (unlimited shares authorized, $.01 par value)		4,171,077
Net Asset Value Per Share	$	5.54
Maximum Offering Price Per Share, (net asset value plus 5.54% of net asset value)	$	5.85
Class B Shares:
Net Assets	$	7,190,784
Shares Outstanding (unlimited shares authorized, $.01 par value)		1,309,211
Net Asset Value Per Share	$	5.49
Class C Shares:
Net Assets	$	6,591,744
Shares Outstanding (unlimited shares authorized, $.01 par value)		1,203,443
Net Asset Value Per Share	$	5.48
Class I Shares:
Net Assets	$	561,471
Shares Outstanding (unlimited shares authorized, $.01 par value)		100,884
Net Asset Value Per Share	$	5.57

Statement of Operations

For the six months ended May 31, 2010 (unaudited)

Net Investment Income: Income
Dividends (net of $3,354 foreign withholding tax)	$	619,603
Dividends from affiliate		644
Total Income		620,247
Expenses
Investment advisory fee		142,759
Distribution fee (Class A shares)		25,796
Distribution fee (Class B shares)		41,795
Distribution fee (Class C shares)		30,858
Professional fees		47,104
Transfer agent fees and expenses		31,844
Shareholder reports and notices		28,604
Registration fees		22,183
Administration fee		14,276
Custodian fees		2,935
Trustees' fees and expenses		688
Other		7,816
Total Expenses		396,658
Less: rebate from Morgan Stanley affiliated cash sweep (Note 5)		(569	)
Net Expenses		396,089
Net Investment Income		224,158
Realized and Unrealized Gain (Loss): Realized Gain on:
Investments		1,467,550
Foreign currency translation		32
Net Realized Gain		1,467,582
Change in Unrealized Appreciation/ Depreciation on:
Investments		4,806,134
Foreign currency translation		(27	)
Net Change in Unrealized Appreciation/Depreciation		4,806,107
Net Gain		6,273,689
Net Increase	$	6,497,847

See Notes to Financial Statements
10

Morgan Stanley Real Estate Fund

Financial Statements continued

Statements of Changes in Net Assets

	FOR THE SIX MONTHS ENDED MAY 31, 2010			FOR THE YEAR ENDED NOVEMBER 30, 2009
	(unaudited)
Increase (Decrease) in Net Assets: Operations:
Net investment income	$	224,158		$	248,141
Net realized gain (loss)		1,467,582			(6,620,505	)
Net change in unrealized appreciation/depreciation		4,806,107			15,231,532
Net Increase		6,497,847			8,859,168
Dividends and Distributions to Shareholders from:
Net investment income
Class A shares		(126,937	)		(428,282	)
Class B shares		(15,441	)		(183,744	)
Class C shares		(17,850	)		(86,584	)
Class I shares		(3,787	)		(11,872	)
Net realized gain
Class A shares		—			(3,663,476	)
Class B shares		—			(2,482,580	)
Class C shares		—			(993,876	)
Class I shares		—			(95,123	)
Paid-in-capital
Class A shares		—			(61,828	)
Class B shares		—			(36,450	)
Class C shares		—			(15,920	)
Class I shares		—			(1,628	)
Total Dividends and Distributions		(164,015	)		(8,061,363	)
Net increase (decrease) from transactions in shares of beneficial interest		(2,081,475	)		2,528,714
Net Increase		4,252,357			3,326,519
Net Assets:
Beginning of period		33,178,937			29,852,418
End of Period (Including accumulated undistributed net investment income of $59,982 and dividends in excess of net investment income of $161, respectively)	$	37,431,294		$	33,178,937

See Notes to Financial Statements
11

Morgan Stanley Real Estate Fund

Notes to Financial Statements n May 31, 2010

1. Organization and Accounting Policies

Morgan Stanley Real Estate Fund (the "Fund") is registered under the Investment Company Act of 1940, as amended (the "Act"), as a non-diversified, open-end management investment company. The Fund's investment objective is to provide high current income and long-term capital appreciation through investments primarily in companies in the real estate industry. The Fund was organized as a Massachusetts business trust on November 23, 1998 and commenced operations on April 28, 1999.

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

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 ask 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 ask 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 ask 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) when market quotations are not readily available including circumstances under which Morgan Stanley Investment Advisors Inc. (the "Investment Adviser") determines that the latest sale price, the bid price or the mean between the last reported bid and ask 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; (6) certain portfolio securities may be valued

Morgan Stanley Real Estate Fund

Notes to Financial Statements n May 31, 2010 continued

by an outside pricing service approved by the Fund's Trustees; (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.

The Fund invests a substantial portion of its assets in securities of real estate investment trusts ("REIT"). The market's perception of prospective declines in private real estate values and other financial assets may result in increased volatility of market prices that can negatively impact the valuation of certain issuers held by the Fund.

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. Upon notification from issuers, some of the dividend income received from a REIT may be redesignated as a reduction of cost of investments and/or realized gain. 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 as earned.

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. Foreign Currency Translation and Forward Foreign Currency Contracts — The books and records of the Fund are maintained in U.S. dollars as follows: (1) the foreign currency market value of investment securities, other assets and liabilities and forward foreign currency contracts ("forward contracts") are translated at the exchange rates prevailing at the end of the period; and (2) purchases, sales, income and expenses are translated at the exchange rates prevailing on the respective dates of such transactions. The resultant exchange gains and losses are recorded as realized and unrealized gains/losses on forward contracts and foreign currency translations. Pursuant to U.S. federal income tax regulations, certain foreign exchange gains/losses included in realized and unrealized gains/losses are included in or are a reduction of ordinary income for federal income tax purposes. The Fund does not isolate that portion of the results of operations arising as a result of changes in the foreign exchange rates from the changes in the market prices of the securities held. Forward contracts are valued daily at the appropriate exchange rates. The resultant unrealized exchange gains and losses are recorded as unrealized foreign currency translation gains or losses. The Fund records realized gains or

Morgan Stanley Real Estate Fund

Notes to Financial Statements n May 31, 2010 continued

losses on delivery of the currency or at the time the forward contract is extinguished (compensated) by entering into a closing transaction prior to delivery.

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 federal income tax provision is required. The Fund files tax returns with the U.S. Internal Revenue Service, New York State and New York City. The Fund recognizes the tax effects of a tax position taken or expected to be taken in a tax return only if it is more likely than not to be sustained based solely on its technical merits as of the reporting date. The more-likely-than-not threshold must continue to be met in each reporting period to support continued recognition of the benefit. The difference between the tax benefit recognized in the financial statements for a tax position taken and the tax benefit claimed in the income tax return is referred to as an unrecognized tax benefit. 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 filed in the four-year period ended November 30, 2009 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 ("GAAP") requires management to make estimates and assumptions that affect the reported amounts and disclosures. Actual results could differ from those estimates.

H. Subsequent Events — The Fund considers events or transactions that occur after the date of the Statement of Assets and Liabilities but before the financial statements are issued to provide additional evidence relative to certain estimates or to identify matters that require additional disclosure. Subsequent events have been evaluated through the date of issuance of these financial statements.

I. Indemnifications — The Fund enters into contracts that contain a variety of indemnifications. The Fund's maximum exposure under these arrangements is unknown. However, the Fund has not had prior claims or losses pursuant to these contracts and expects the risk of loss to be remote.

2. Fair Valuation Measurements

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. GAAP utilizes a three-tier

Morgan Stanley Real Estate Fund

Notes to Financial Statements n May 31, 2010 continued

hierarchy to distinguish between (1) inputs that reflect the assumptions market participants would use in pricing an asset or liability developed based on market data obtained from sources independent of the reporting entity (observable inputs) and (2) inputs that reflect the reporting entity's own assumptions about the assumptions market participants would use in pricing an asset or liability developed based on the best information available in the circumstances (unobservable inputs) and to establish classification of fair value measurements for disclosure purposes. Various inputs are used in determining the value of the Fund's investments. The inputs are summarized in the three broad levels listed below.

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

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

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

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 the summary of the inputs used as of May 31, 2010 in valuing the Fund's investments carried at fair value:

			FAIR VALUE MEASUREMENTS AT MAY 31, 2010 USING
INVESTMENT TYPE	TOTAL		UNADJUSTED QUOTED PRICES IN ACTIVE MARKET FOR IDENTICAL ASSETS (LEVEL 1)		OTHER SIGNIFICANT OBSERVABLE INPUTS (LEVEL 2)		SIGNIFICANT UNOBSERVABLE INPUTS (LEVEL 3)
Common Stocks
Diversified	$	3,681,075	$	3,681,075		—		—
Health Care		4,488,499		4,488,499		—		—
Industrial		783,169		783,169		—		—
Industrial/Office		791,120		791,120		—		—
Lodging/Resorts		3,083,188		3,083,188		—		—
Office		3,985,293		3,985,293		—		—
Residential Apartments		6,673,107		6,673,107		—		—
Residential Manufactured Home		776,016		776,016		—		—
Retail Regional Malls		4,872,891		4,872,891		—		—
Retail Strip Centers		2,944,961		2,944,961		—		—
Self Storage		2,341,929		2,341,929		—		—
Specialty		1,822,609		1,822,609		—		—
Total Common Stocks		36,243,857		36,243,857		—		—
Short-Term Investment - Investment Company		972,077		972,077		—		—
Total	$	37,215,934	$	37,215,934		—		—

Morgan Stanley Real Estate Fund

Notes to Financial Statements n May 31, 2010 continued

3. 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 following annual rates to the net assets of the Fund determined as of the close of each business day: 0.80% to the portion of the daily net assets not exceeding $500 million; 0.75% to the portion of the daily net assets exceeding $500 million but not exceeding $1 billion; and 0.70% to the portion of the daily net assets exceeding $1 billion.

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

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

4. 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; and (iii) Class C — up to 1.0% of the average daily net assets of Class C shares.

In the case of Class B shares, provided that the Plan continues in effect, any cumulative expenses incurred by the Distributor but not yet recovered may be recovered through the payment of future distribution fees 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 $3,197,026 at May 31, 2010.

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 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

Morgan Stanley Real Estate Fund

Notes to Financial Statements n May 31, 2010 continued

six months ended May 31, 2010, 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 May 31, 2010, it received contingent deferred sales charges from certain redemptions of the Fund's Class A shares, Class B shares and Class C shares of $452, $1,785 and $212, respectively and received $12,014 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.

5. 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 May 31, 2010, advisory fees paid were reduced by $569 relating to the Fund's investment in Morgan Stanley Institutional Liquidity Funds – Money Market Portfolio – Institutional Class. Income distributions earned by the Fund are recorded as "dividends from affiliate" in the Statement of Operations and totaled $644 for the six months ended May 31, 2010. During the six months ended May 31, 2010, the cost of purchases and sales of investments in Morgan Stanley Institutional Liquidity Funds – Money Market Portfolio – Institutional Class aggregated $3,595,608 and $3,329,615, respectively.

The cost of purchases and proceeds from sales of portfolio securities, excluding short-term investments, for the six months ended May 31, 2010 aggregated $3,602,304 and $6,221,221, respectively.

For the six months ended May 31, 2010, the Fund incurred brokerage commissions of $215 with Morgan Stanley & Co., Inc. an affiliate of the Investment Adviser, Administrator and Distributor, for portfolio transactions executed on behalf of the Fund.

Morgan Stanley Services Company Inc., an affiliate of the Investment Adviser and Distributor, is the Fund's transfer agent.

The Fund has an unfunded Deferred Compensation Plan (the "Compensation Plan") which allows each independent Trustee to defer payment of all, or a portion, of the fees he or she receives for serving on the Board of Trustees. Each eligible Trustee generally may elect to have the deferred amounts credited with a return equal to the total return on one or more of the Morgan Stanley funds that are offered as investment options under the Compensation Plan. Appreciation/depreciation and distributions received

Morgan Stanley Real Estate Fund

Notes to Financial Statements n May 31, 2010 continued

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.

6. Shares of Beneficial Interest

Transactions in shares of beneficial interest were as follows:

	FOR THE SIX MONTHS ENDED MAY 31, 2010						FOR THE YEAR ENDED NOVEMBER 30, 2009
	(unaudited)
	SHARES			AMOUNT			SHARES			AMOUNT
CLASS A SHARES
Sold		573,655		$	3,060,332			837,619		$	3,123,709
Conversion from Class B		30,810			173,460			48,070			179,020
Reinvestment of dividends and distributions		22,579			122,603			1,109,887			4,051,174
Redeemed		(506,788	)		(2,592,842	)		(1,247,060	)		(4,589,103	)
Net increase — Class A		120,256			763,553			748,516			2,764,800
CLASS B SHARES
Sold		27,446			143,478			118,498			439,666
Conversion to Class A		(31,071	)		(173,460	)		(48,432	)		(179,020	)
Reinvestment of dividends and distributions		2,748			14,839			723,808			2,635,166
Redeemed		(579,312	)		(3,032,934	)		(1,171,750	)		(4,169,667	)
Net decrease — Class B		(580,189	)		(3,048,077	)		(377,876	)		(1,273,855	)
CLASS C SHARES
Sold		158,559			834,963			228,645			880,598
Reinvestment of dividends and distributions		3,269			17,585			293,467			1,064,541
Redeemed		(124,991	)		(649,706	)		(260,693	)		(969,798	)
Net increase — Class C		36,837			202,842			261,419			975,341
CLASS I SHARES
Sold		—			—			4,409			17,054
Reinvestment of dividends and distributions		692			3,780			29,557			108,406
Redeemed		(709	)		(3,573	)		(17,535	)		(63,032	)
Net increase (decrease) — Class I		(17	)		207			16,431			62,428
Net increase (decrease) in Fund		(423,113	)	$	(2,081,475	)		648,490		$	2,528,714

Morgan Stanley Real Estate Fund

Notes to Financial Statements n May 31, 2010 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 GAAP. 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 November 30, 2009, the Fund had temporary book/tax differences primarily attributable to capital loss deferrals on wash sales.

8. New Accounting Pronouncement

On January 21, 2010, the Financial Accounting Standards Board issued Accounting Standards Update ("ASU") 2010-06. The ASU amends Accounting Standards Codification 820 to add new requirements for disclosures about transfers into and out of Levels 1 and 2 and separate disclosures about purchases, sales, issuances, and settlements relating to Level 3 measurements. It also clarifies existing fair value disclosures about the level of disaggregation and about inputs and valuation techniques in Level 2 and Level 3 fair value measurements. The application of ASU 2010-06 is required for fiscal years and interim periods beginning after December 15, 2009, except for disclosures about purchases, sales, issuances, and settlements relating to Level 3 measurements, which are required for fiscal years beginning after December 15, 2010 and for interim periods within those fiscal years. The impact of this new guidance on the Fund's financial statements, if any, is currently being assessed by the Fund's management.

Morgan Stanley Real Estate 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 NOVEMBER 30,
	MAY 31, 2010			2009			2008			2007			2006			2005
	(unaudited)
Class A Shares
Selected Per Share Data:
Net asset value, beginning of period	$	4.62		$	4.57		$	14.60		$	20.23		$	19.72		$	17.47
Income (loss) from investment operations:
Net investment income⁽¹⁾		0.04			0.04			0.11			0.13			0.08			0.19
Net realized and unrealized gain (loss)		0.91			1.27			(4.77	)		(2.23	)		5.73			3.60
Total income (loss) from investment operations		0.95			1.31			(4.66	)		(2.10	)		5.81			3.79
Less dividends and distributions from:
Net investment income		(0.03	)		(0.11	)		(0.20	)		(0.20	)		–			(0.20	)
In excess of net investment income		–			–			–			–			(0.17	)		–
Net realized gain		–			(1.13	)		(5.17	)		(3.33	)		(5.13	)		(1.34	)
Paid-in-capital		–			(0.02	)		–			–			–			–
Total dividends and distributions		(0.03	)		(1.26	)		(5.37	)		(3.53	)		(5.30	)		(1.54	)
Net asset value, end of period	$	5.54		$	4.62		$	4.57		$	14.60		$	20.23		$	19.72
Total Return⁽²⁾		20.62	%⁽⁶⁾		37.32	%		(49.31	)%		(12.00	)%		39.68	%		23.11	%
Ratios to Average Net Assets⁽³⁾:
Total expenses (before expense offset)		1.92	%⁽⁴⁾⁽⁷⁾		2.22	%⁽⁴⁾		1.69	%⁽⁴⁾		1.45	%⁽⁴⁾		1.45	%		1.50	%
Net investment income		1.56	%⁽⁴⁾⁽⁷⁾		1.23	%⁽⁴⁾		1.25	%⁽⁴⁾		0.88	%⁽⁴⁾		0.51	%		1.04	%
Rebate from Morgan Stanley affiliate		0.00	%⁽⁵⁾⁽⁷⁾		0.00	%⁽⁵⁾		0.00	%⁽⁵⁾		0.00	%⁽⁵⁾		–			–
Supplemental Data:
Net assets, end of period, in thousands	$	23,087		$	18,715		$	15,082		$	40,643		$	37,022		$	23,622
Portfolio turnover rate		10	%⁽⁶⁾		21	%		20	%		23	%		20	%		21	%

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

(5) Amount is less than 0.005%.

(6) Not annualized.

(7) Annualized.

See Notes to Financial Statements
20

Morgan Stanley Real Estate Fund

Financial Highlights continued

	FOR THE SIX MONTHS ENDED			FOR THE YEAR ENDED NOVEMBER 30,
	MAY 31, 2010			2009			2008			2007			2006			2005
	(unaudited)
Class B Shares
Selected Per Share Data:
Net asset value, beginning of period	$	4.58		$	4.53		$	14.52		$	20.12		$	19.64		$	17.40
Income (loss) from investment operations:
Net investment income (loss)⁽¹⁾		0.02			0.02			0.04			0.03			(0.04	)		0.05
Net realized and unrealized gain (loss)		0.90			1.26			(4.74	)		(2.24	)		5.69			3.59
Total income (loss) from investment operations		0.92			1.28			(4.70	)		(2.21	)		5.65			3.64
Less dividends and distributions from:
Net investment income		(0.01	)		(0.08	)		(0.12	)		(0.06	)		–			(0.06	)
In excess of net investment income		–			–			–			–			(0.04	)		–
Net realized gain		–			(1.13	)		(5.17	)		(3.33	)		(5.13	)		(1.34	)
Paid in capital		–			(0.02	)		–			–			–			–
Total dividends and distributions		(0.01	)		(1.23	)		(5.29	)		(3.39	)		(5.17	)		(1.40	)
Net asset value, end of period	$	5.49		$	4.58		$	4.53		$	14.52		$	20.12		$	19.64
Total Return⁽²⁾		20.09	%⁽⁶⁾		36.12	%		(49.67	)%		(12.67	)%		38.56	%		22.18	%
Ratios to Average Net Assets⁽³⁾:
Total expenses (before expense offset)		2.67	%⁽⁴⁾⁽⁷⁾		2.97	%⁽⁴⁾		2.45	%⁽⁴⁾		2.22	%⁽⁴⁾		2.21	%		2.26	%
Net investment income (loss)		0.81	%⁽⁴⁾⁽⁷⁾		0.48	%⁽⁴⁾		0.49	%⁽⁴⁾		0.11	%⁽⁴⁾		(0.24	)%		0.28	%
Rebate from Morgan Stanley affiliate		0.00	%⁽⁵⁾⁽⁷⁾		0.00	%⁽⁵⁾		0.00	%⁽⁵⁾		0.00	%⁽⁵⁾		–			–
Supplemental Data:
Net assets, end of period, in thousands	$	7,191		$	8,659		$	10,281		$	37,094		$	94,390		$	95,184
Portfolio turnover rate		10	%⁽⁶⁾		21	%		20	%		23	%		20	%		21	%

(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.

(5) Amount is less than 0.005%.

(6) Not annualized.

(7) Annualized.

See Notes to Financial Statements
21

Morgan Stanley Real Estate Fund

Financial Highlights continued

	FOR THE SIX MONTHS ENDED			FOR THE YEAR ENDED NOVEMBER 30,
	MAY 31, 2010			2009			2008			2007			2006			2005
	(unaudited)
Class C Shares
Selected Per Share Data:
Net asset value, beginning of period	$	4.57		$	4.53		$	14.52		$	20.12		$	19.64		$	17.40
Income (loss) from investment operations:
Net investment income (loss)⁽¹⁾		0.02			0.01			0.05			0.02			(0.04	)		0.06
Net realized and unrealized gain (loss)		0.90			1.26			(4.74	)		(2.23	)		5.70			3.59
Total income (loss) from investment operations		0.92			1.27			(4.69	)		(2.21	)		5.66			3.65
Less dividends and distributions from:
Net investment income		(0.01	)		(0.08	)		(0.13	)		(0.06	)		–			(0.07	)
In excess of net investment income		–			–			–			–			(0.05	)		–
Net realized gain		–			(1.13	)		(5.17	)		(3.33	)		(5.13	)		(1.34	)
Paid in capital		–			(0.02	)		–			–			–			–
Total dividends and distributions		(0.01	)		(1.23	)		(5.30	)		(3.39	)		(5.18	)		(1.41	)
Net asset value, end of period	$	5.48		$	4.57		$	4.53		$	14.52		$	20.12		$	19.64
Total Return⁽²⁾		20.24	%⁽⁶⁾		36.28	%		(49.68	)%		(12.64	)%		38.63	%		22.24	%
Ratios to Average Net Assets⁽³⁾:
Total expenses (before expense offset)		2.67	%⁽⁴⁾⁽⁷⁾		2.97	%⁽⁴⁾		2.30	%⁽⁴⁾		2.22	%⁽⁴⁾		2.18	%		2.23	%
Net investment income (loss)		0.81	%⁽⁴⁾⁽⁷⁾		0.48	%⁽⁴⁾		0.64	%⁽⁴⁾		0.11	%⁽⁴⁾		(0.22	)%		0.31	%
Rebate from Morgan Stanley affiliate		0.00	%⁽⁵⁾⁽⁷⁾		0.00	%⁽⁵⁾		0.00	%⁽⁵⁾		0.00	%⁽⁵⁾		–			–
Supplemental Data:
Net assets, end of period, in thousands	$	6,592		$	5,337		$	4,102		$	11,486		$	19,939		$	15,434
Portfolio turnover rate		10	%⁽⁶⁾		21	%		20	%		23	%		20	%		21	%

(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.

(5) Amount is less than 0.005%.

(6) Not annualized.

(7) Annualized.

See Notes to Financial Statements
22

Morgan Stanley Real Estate Fund

Financial Highlights continued

	FOR THE SIX MONTHS ENDED			FOR THE YEAR ENDED NOVEMBER 30,
	MAY 31, 2010			2009			2008			2007			2006			2005
	(unaudited)
Class I Shares
Selected Per Share Data:
Net asset value, beginning of period	$	4.64		$	4.59		$	14.63		$	20.26		$	19.75		$	17.48
Income (loss) from investment operations:
Net investment income⁽¹⁾		0.05			0.06			0.13			0.19			0.13			0.23
Net realized and unrealized gain (loss)		0.92			1.26			(4.77	)		(2.25	)		5.73			3.62
Total income (loss) from investment operations		0.97			1.32			(4.64	)		(2.06	)		5.86			3.85
Less dividends and distributions from:
Net investment income		(0.04	)		(0.12	)		(0.23	)		(0.24	)		–			(0.24	)
In excess of net investment income		–						–			–			(0.22	)		–
Net realized gain		–			(1.13	)		(5.17	)		(3.33	)		(5.13	)		(1.34	)
Paid in capital		–			(0.02	)		–			–			–			–
Total dividends and distributions		(0.04	)		(1.27	)		(5.40	)		(3.57	)		(5.35	)		(1.58	)
Net asset value, end of period	$	5.57		$	4.64		$	4.59		$	14.63		$	20.26		$	19.75
Total Return⁽²⁾		20.87	%⁽⁶⁾		37.46	%		(49.10	)%		(11.77	)%		39.96	%		23.50	%
Ratios to Average Net Assets⁽³⁾:
Total expenses (before expense offset)		1.67	%⁽⁴⁾⁽⁷⁾		1.97	%⁽⁴⁾		1.45	%⁽⁴⁾		1.22	%⁽⁴⁾		1.21	%		1.26	%
Net investment income		1.81	%⁽⁴⁾⁽⁷⁾		1.48	%⁽⁴⁾		1.49	%⁽⁴⁾		1.11	%⁽⁴⁾		0.76	%		1.28	%
Rebate from Morgan Stanley affiliate		0.00	%⁽⁵⁾⁽⁷⁾		0.00	%⁽⁵⁾		0.00	%⁽⁵⁾		0.00	%⁽⁵⁾		–			–
Supplemental Data:
Net assets, end of period, in thousands	$	561		$	469		$	387		$	8,674		$	15,895		$	16,017
Portfolio turnover rate		10	%⁽⁶⁾		21	%		20	%		23	%		20	%		21	%

(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.

(5) Amount is less than 0.005%.

(6) Not annualized.

(7) Annualized.

See Notes to Financial Statements
23

Morgan Stanley Real Estate 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 ("Policy") annually.

This Policy applies to current and former individual clients of Morgan Stanley Distributors Inc., as well as current and former individual investors in Morgan Stanley mutual funds and related companies.

This Policy is not applicable to partnerships, corporations, trusts or other non-individual clients or account holders, nor is this Policy applicable to individuals who are either beneficiaries of a trust for which we serve as trustee or participants in an employee benefit plan administered or advised by us. This Policy is, however, applicable to individuals who select us to be a custodian of securities or assets in individual retirement accounts, 401(k) accounts, 529 Educational Savings Accounts, accounts subject to the Uniform Gifts to Minors Act, or similar accounts. We may amend this Policy at any time, and will inform you of any changes to this Policy as required by law.

We Respect Your Privacy

We appreciate that you have provided us with your personal financial information and understand your concerns about safeguarding such information. We strive to maintain the privacy of such information while we help you achieve your financial objectives. This Policy describes what non-public personal information we collect about you, how we collect it, when we may share it with others, and how others may use it. It discusses the steps you may take to limit our sharing of information about you with affiliated Morgan Stanley companies ("affiliated companies"). It also discloses how you may limit our affiliates' use of shared information for marketing purposes. 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 better serve you and manage our business, it is important that we collect and maintain accurate information about you. We obtain this information from applications and other forms you submit to us, from your dealings with us, from consumer reporting agencies, from our websites and from third parties and other sources.

For example:

• We collect information such as your name, address, e-mail address, telephone/fax numbers, assets, income and investment objectives through application 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.

Morgan Stanley Real Estate Fund

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

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

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

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

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

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

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

Morgan Stanley Real Estate Fund

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

information. Third parties that provide support or marketing services on our behalf may also receive personal information about you, and we require them to adhere to confidentiality standards with respect to such information.

4. How Can You Limit Our Sharing of Certain Personal Information About You With Our Affiliated Companies for Eligibility Determination?

We respect your privacy and offer you choices as to whether we share with our affiliated companies personal information that was collected to determine your eligibility for products and services such as credit reports and other information that you have provided to us or that we may obtain from third parties ("eligibility information"). Please note that, even if you direct us not to share certain eligibility information with our affiliated companies, we may still share your personal information, including eligibility information, with those companies under circumstances that are permitted under applicable law, such as to process transactions or to service your account. We may also share certain other types of personal information with affiliated companies — such as your name, address, telephone number, e-mail address and account number(s), and information about your transactions and experiences with us.

5. How Can You Limit the Use of Certain Personal Information About You by Our Affiliated Companies for Marketing?

You may limit our affiliated companies from using certain personal information about you that we may share with them for marketing their products or services to you. This information includes our transactions and other experiences with you such as your assets and account history. Please note that, even if you choose to limit our affiliated companies from using certain personal information about you that we may share with them for marketing their products and services to you, we may still share such personal information about you with them, including our transactions and experiences with you, for other purposes as permitted under applicable law.

6. How Can You Send Us an Opt-Out Instruction?

If you wish to limit our sharing of certain personal information about you with our affiliated companies for "eligibility purposes" and for our affiliated companies' use in marketing products and services to you as described in this notice, you may do so by:

• Calling us at (800) 869-6397
Monday–Friday between 8a.m. and 8p.m. (EST)

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

Morgan Stanley Real Estate Fund

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

If you choose to write to us, your written request should include: your name, address, telephone number and account number(s) to which the opt-out applies and should not be sent with any other correspondence. In order to process your request, we require that the request be provided by you directly and not through a third party. Once you have informed us about your privacy preferences, your opt-out preference will remain in effect with respect to this Policy (as it may be amended) until you notify us otherwise. If you are a joint account owner, we will accept instructions from any one of you and apply those instructions to the entire account. Please allow approximately 30 days from our receipt of your opt-out for your instructions to become effective.

Please understand that if you opt-out, you and any joint account holders may not receive certain Morgan Stanley or our affiliated companies' products and services that could help you manage your financial resources and achieve your investment objectives.

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

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

The State of Vermont requires financial institutions to obtain your consent prior to sharing personal information that they collect about you with affiliated companies and non-affiliated third parties other than in certain limited circumstances. Except as permitted by law, we will not share personal information we collect about you with non-affiliated third parties or other affiliated companies unless you provide us with your written consent to share such information ("opt-in").

If you wish to receive offers for investment products and services offered by or through other affiliated companies, please notify us in writing at the following address:

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

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

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

Mary Ann Picciotto
Chief Compliance Officer

Stefanie V. Chang Yu
Vice President

Francis J. Smith
Treasurer and Principal Financial Officer

Mary E. Mullin
Secretary

Transfer Agent

Morgan Stanley Services Company Inc.
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

Dechert LLP
1095 Avenue of the Americas
New York, New York 10036

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.

REFSAN
IU10-02705P-Y05/10

INVESTMENT MANAGEMENT

Morgan Stanley
Real Estate Fund

Semiannual Report

May 31, 2010

Item 2. Code of Ethics.

Not applicable for semiannual reports.

Item 3. Audit Committee Financial Expert.

Not applicable for semiannual reports.

Item 4. Principal Accountant Fees and Services

Not applicable for semiannual reports.

Item 5. Audit Committee of Listed Registrants.

Not applicable for semiannual reports.

Item 6.

(a) Refer to Item 1.

(b) Not applicable.

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

Not applicable for semiannual reports.

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

Applicable only to reports filed by closed-end funds.

Item 9. Closed-End Fund Repurchases

Applicable to reports filed by closed-end funds.

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

Not applicable.

Item 11. Controls and Procedures

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

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

Item 12. Exhibits

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

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

SIGNATURES

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

Morgan Stanley Real Estate Fund

/s/ Randy Takian
Randy Takian
Principal Executive Officer
July 20, 2010

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
July 20, 2010

/s/ Francis Smith
Francis Smith
Principal Financial Officer
July 20, 2010