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			811-07377

Morgan Stanley Multi Cap Growth Trust
(Exact name of registrant as specified in charter)

522 Fifth Avenue, New York, New York					10036
(Address of principal executive offices)					(Zip code)

John H. Gernon 522 Fifth Avenue, New York, New York 10036
(Name and address of agent for service)

Registrant’s telephone number, including area code:				212 - 296-0289

Date of fiscal year end:	November 30,

Date of reporting period:		November 30, 2014

Trustees

Frank L. Bowman
Michael Bozic
Kathleen A. Dennis
Nancy C. Everett
Jakki L. Haussler
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

John H. Gernon
President and Principal Executive Officer

Stefanie V. Chang Yu
Chief Compliance Officer

Joseph C. Benedetti
Vice President

Francis J. Smith
Treasurer and Principal Financial Officer

Mary E. Mullin
Secretary

Transfer Agent

Boston Financial Data Services, Inc.
2000 Crown Colony Drive
Quincy, Massachusetts 02169

Custodian

State Street Bank and Trust Company
One Lincoln Street
Boston, Massachusetts 02111

Independent Registered Public Accounting Firm

Ernst & Young LLP
200 Clarendon Street
Boston, Massachusetts 02116

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

Adviser

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

Total Return for the 12 Months Ended November 30, 2014
Class A			Class B			Class L			Class I			Class IS			Russell 3000^®Growth Index¹			Lipper Multi-Cap Growth Funds Index²
	12.66	%		11.83	%		12.08	%		13.04	%		13.13	%		16.45	%		14.99	%

The performance of the Fund's five 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

U.S. stocks gained strongly in the 12-month period ended November 30, 2014. After much anticipation, the U.S. Federal Reserve (Fed) announced in December 2013 that it would begin reducing its bond purchases beginning in January. After finishing 2013 on a high note, the stock market stumbled in the early months of 2014 as an exceptionally cold winter dampened economic activity. As the year progressed, economic growth recovered and stocks resumed their climb. However, August saw a return to volatility as geopolitical risks intensified, the pace of global economic growth slowed, and the timing of the Fed's first rate hike was debated. The market bounced back in September but fell sharply in the first half of October with weak economic data in Europe and China casting doubts about future global growth. However, investor confidence was restored by good news domestically. Strong corporate earnings reports, further improvement in jobs data, and a better-than-expected third quarter gross domestic

product reading contributed to a rally in stock prices from the end of October through the end of November.

Performance Analysis

All share classes of Morgan Stanley Multi Cap Growth Trust underperformed the Russell 3000^® Growth Index (the "Index") and the Lipper Multi-Cap Growth Funds Index for the 12 months ended November 30, 2014, assuming no deduction of applicable sales charges.

The Fund's relative performance was dampened by stock selection in the industrials sector. A position in a research and technology consultant serving hospitals and universities was the weakest-performing holding both in the sector and the overall portfolio for the period. Both stock selection and an overweight position in the consumer discretionary sector hurt relative returns. Within the sector, the Fund's holding in an online retail and cloud computing leader was the chief detractor, after its stock price fell in response to disappointing earnings results. Stock selection in the financials sector further hampered relative returns, mainly due to weak performance from a Bermuda-based global insurance and reinsurance holding.

The Fund benefited from other positions, including the information technology sector, where both stock selection and an overweight boosted performance. An online social networking service added the most to relative gains in the sector and was the top contributor in the overall portfolio during the period. Stock selection and an overweight position in the health care sector also aided relative performance, with three of the Fund's top five contributing holdings from this sector. The Fund's underweight position in the energy sector was advantageous as well. The energy sector was the weakest-performing sector in the

Index during the period, and the Fund benefited on a relative basis from having less exposure to it.

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 11/30/14
Facebook, Inc., Class A	8.1	%
Amazon.com, Inc.	7.8
Illumina, Inc.	5.5
Intuitive Surgical, Inc.	4.5
Google, Inc., Class C	4.2
Twitter, Inc.	3.7
Tesla Motors, Inc.	3.6
Priceline Group, Inc.	3.6
Splunk, Inc.	3.4
Apple, Inc.	3.3
TOP FIVE INDUSTRIES as of 11/30/14
Internet Software & Services	23.3	%
Internet & Catalog Retail	12.8
Software	10.7
Food Products	6.1
Life Sciences Tools & Services	5.5

Subject to change daily. Provided for informational purposes only and should not be deemed as a recommendation to buy or sell the securities mentioned above. Top 10 holdings and top five industries are as a percentage of net assets.

Morgan Stanley is a full-service securities firm engaged in securities trading and brokerage activities, investment banking, research and analysis, financing and financial advisory services.

Average Annual Total Returns—Period Ended November 30, 2014 (unaudited)

Symbol

Class A Shares*
(since 07/28/97)
CPOAX

Class B Shares**
(since 02/27/96)
CPOBX

Class L Shares^†(since 07/28/97)
CPOCX

Class I Shares^††(since 07/28/97)
CPODX

Class IS Shares^†††(since 09/13/13)
MCRTX

1 Year

12.66
6.75⁴

%³

11.83
6.83⁴

%³

12.08
—

%³

13.04
—

%³

13.13
—

%³

5 Years

16.93³15.67⁴

16.05³15.83⁴

16.15³—

17.24³—

—
—

10 Years

11.46³10.86⁴

10.80³10.80⁴

10.68³—

11.75³—

—
—

Since Inception

8.51³8.17⁴

8.00³8.00⁴

7.73³—

8.76³—

20.55³—

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 graph and table do 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 L, Class I and Class IS shares will vary due to differences in sales charges and expenses. See the Fund's current prospectus for complete details on fees and sales charges.

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

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

† Class L has no sales charge.

†† Class I has no sales charge.

††† Class IS has no sales charge.

(1) The Russell 3000^® Growth Index measures the performance of the broad growth segment of the U.S. equity universe. It includes those Russell 3000^® Index companies with higher price-to-book ratios and higher forecasted growth values. The Russell 3000^® Index measures the performance of the largest 3000 U.S. companies representing approximately 98% of the investable U.S. equity market. The Index is unmanaged and its returns do not include any sales charges or fees. Such costs would lower performance. It is not possible to invest directly in an index.

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

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

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

‡ Ending value assuming a complete redemption on November 30, 2014.

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, administration fees, distribution and shareholder services (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.

This example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period 06/01/14 – 11/30/14.

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@
	06/01/14		11/30/14		06/01/14 – 11/30/14
Class A
Actual (10.30% return)	$	1,000.00	$	1,103.00	$	6.80
Hypothetical (5% annual return before expenses)	$	1,000.00	$	1,018.60	$	6.53
Class B
Actual (9.91% return)	$	1,000.00	$	1,099.10	$	10.63
Hypothetical (5% annual return before expenses)	$	1,000.00	$	1,014.94	$	10.20
Class L
Actual (10.03% return)	$	1,000.00	$	1,100.30	$	9.37
Hypothetical (5% annual return before expenses)	$	1,000.00	$	1,016.14	$	9.00
Class I
Actual (10.47% return)	$	1,000.00	$	1,104.70	$	5.01
Hypothetical (5% annual return before expenses)	$	1,000.00	$	1,020.31	$	4.81
Class IS
Actual (10.53% return)	$	1,000.00	$	1,105.30	$	4.59
Hypothetical (5% annual return before expenses)	$	1,000.00	$	1,020.71	$	4.41

@ Expenses are equal to the Fund's annualized expense ratios of 1.29%, 2.02%, 1.78%, 0.95% and 0.87% for Class A, Class B, Class L, Class I and Class IS shares, respectively, multiplied by the average account value over the period, multiplied by 183/365 (to reflect the one-half year period). If the Fund had borne all of its expenses, the annualized expense ratios would have been 1.31%, 2.39%, 1.81%, 1.08% and 22.64% for Class A, Class B, Class L, Class I and Class IS shares, respectively.

NUMBER OF SHARES			VALUE
		Common Stocks (96.2%)
		Air Freight & Logistics (1.0%)
	95,427	XPO Logistics, Inc. (a)	$	3,691,116
		Automobiles (3.6%)
	56,416	Tesla Motors, Inc. (a)		13,794,840
		Biotechnology (0.3%)
	13,116	Alnylam Pharmaceuticals, Inc. (a)		1,318,814
		Capital Markets (1.0%)
	248,396	WisdomTree Investments, Inc.		3,773,135
		Chemicals (1.9%)
	59,812	Monsanto Co.		7,172,057
		Electrical Equipment (0.5%)
	36,354	SolarCity Corp. (a)(b)		1,999,470
		Food Products (6.1%)
	77,576	Keurig Green Mountain, Inc.		11,026,653
	118,846	Mead Johnson Nutrition Co.		12,340,968
				23,367,621
		Health Care Equipment & Supplies (4.5%)
	32,985	Intuitive Surgical, Inc. (a)		17,078,643
		Health Care Technology (4.0%)
	100,402	athenahealth, Inc. (a)		11,777,155
	86,248	Medidata Solutions, Inc. (a)		3,683,652
				15,460,807
		Hotels, Restaurants & Leisure (3.1%)
	70,705	Fiesta Restaurant Group, Inc. (a)		3,963,722
	97,035	Starbucks Corp.		7,880,213
				11,843,935

NUMBER OF SHARES			VALUE
		Information Technology Services (4.7%)
	100,511	Mastercard, Inc., Class A	$	8,773,605
	35,682	Visa, Inc., Class A		9,212,736
				17,986,341
		Internet & Catalog Retail (12.2%)
	87,511	Amazon.com, Inc. (a)		29,634,725
	143,962	JD.com, Inc. ADR (China) (a)(b)		3,385,987
	11,717	Priceline Group, Inc. (a)		13,593,946
				46,614,658
		Internet Software & Services (23.3%)
	65,263	Alibaba Group Holding Ltd. ADR (China) (a)		7,285,961
	396,561	Facebook, Inc., Class A (a)		30,812,790
	15,105	Google, Inc., Class A (a)		8,293,854
	29,439	Google, Inc., Class C (a)		15,950,933
	54,894	LinkedIn Corp., Class A (a)		12,420,865
	336,270	Twitter, Inc. (a)		14,035,910
				88,800,313
		Life Sciences Tools & Services (5.5%)
	110,605	Illumina, Inc. (a)		21,113,388
		Media (1.7%)
	49,208	Naspers Ltd., Class N (South Africa)		6,371,458
		Pharmaceuticals (3.1%)
	82,093	Valeant Pharmaceuticals International, Inc. (Canada) (a)		11,940,427
		Professional Services (3.1%)
	74,760	Advisory Board Co. (The) (a)		3,184,776
	57,926	Corporate Executive Board Co. (The)		4,240,762
	73,876	WageWorks, Inc. (a)		4,315,836
				11,741,374

NUMBER OF SHARES			VALUE
		Software (10.2%)
	74,141	FireEye, Inc. (a)	$	2,245,731
	202,781	Salesforce.com, Inc. (a)		12,140,498
	191,967	Splunk, Inc. (a)		12,880,986
	134,642	Workday, Inc., Class A (a)		11,720,586
				38,987,801
		Specialty Retail (2.1%)
	88,384	Five Below, Inc. (a)		4,123,997
	47,082	Restoration Hardware Holdings, Inc. (a)		3,977,017
				8,101,014
		Tech Hardware, Storage & Peripherals (4.3%)
	54,169	3D Systems Corp. (a)(b)		1,911,082
	104,877	Apple, Inc.		12,473,022
	18,282	Stratasys Ltd. (a)(b)		1,864,216
				16,248,320
		Total Common Stocks (Cost $226,878,088)		367,405,532
		Preferred Stocks (1.7%)
		Hotels, Restaurants & Leisure (0.6%)
	143,970	Blue Bottle Coffee, Inc., Series B (a)(c)(d)(e) (acquisition cost - $2,083,131; acquired 01/24/14)		2,156,671
		Internet & Catalog Retail (0.6%)
	58,155	Airbnb, Inc., Series D (a)(c)(d)(e) (acquisition cost - $2,367,666; acquired 04/16/14)		2,354,696

NUMBER OF SHARES			VALUE
		Software (0.5%)
	197,427	Lookout, Inc., Series F (a)(c)(d)(e) (acquisition cost - $2,255,228; acquired 06/17/14)	$	2,017,704
		Total Preferred Stocks (Cost $6,706,025)		6,529,071
NOTIONAL AMOUNT
		Call Options Purchased (0.1%)
		Foreign Currency Options (0.1%)
	3,948,835	USD/CNY December 2014 @ CNY 6.50		4
	49,171,933	USD/CNY December 2014 @ CNY 6.50		49
	55,150,750	USD/CNY December 2014 @ CNY 6.50		55
	68,409,704	USD/CNY June 2015 @ CNY 6.62		45,288
	59,267,802	USD/CNY November 2015 @ CNY 6.65		133,234
		Total Call Options Purchased (Cost $725,426)		178,630
NUMBER OF SHARES (000)
		Short-Term Investments (4.5%)
		Securities held as Collateral on Loaned Securities (2.1%)
		Investment Company (1.7%)
	6,460	Morgan Stanley Institutional Liquidity Funds - Treasury Securities Portfolio - Institutional Class (See Note 7) (Cost $6,459,802)		6,459,802

NUMBER OF SHARES (000)					VALUE
		Investment Company (2.4%)
	9,299	Morgan Stanley Institutional Liquidity Funds - Money Market Portfolio - Institutional Class (See Note 7) (Cost $9,299,048)			$	9,299,048
		Total Short-Term Investments (Cost $17,457,303)				17,457,303
Total Investments (Cost $251,766,842)			102.5	%		391,570,536
Liabilities in Excess of Other Assets			(2.5	)		(9,669,999	)
Net Assets			100.0	%	$	381,900,537

ADR American Depositary Receipt.

(a) Non-income producing security.

(b) All or a portion of this security was on loan at November 30, 2014.

(c) At November 30, 2014, the Fund held fair valued securities valued at $6,529,071, representing 1.7% of net assets. These securities have been fair valued as determined in good faith under procedures established by and under the general supervision of the Fund's Trustees.

(d) Security cannot be offered for public resale without first being registered under the Securities Act of 1933 and related rules ("restricted security"). Acquisition date represents the day on which an enforceable right to acquire such security is obtained and is presented along with related cost in the security description. The Fund has registration rights for certain restricted securities. Any costs related to such registration are borne by the issuer. The aggregate value of restricted securities (excluding 144A holdings) at November 30, 2014 amounts to $6,529,071 and represents 1.7% of net assets.

(e) Illiquid security.

Currency Abbreviations:

CNY Chinese Yuan Renminbi.

USD United States Dollar.

INDUSTRY	VALUE			PERCENT OF TOTAL INVESTMENTS
Internet Software & Services	$	88,800,313			23.2	%
Internet & Catalog Retail		48,969,354			12.8
Software		41,005,505			10.7
Food Products		23,367,621			6.1
Life Sciences Tools & Services		21,113,388			5.5
Information Technology Services		17,986,341			4.7
Health Care Equipment & Supplies		17,078,643			4.5
Tech Hardware, Storage & Peripherals		16,248,320			4.2
Health Care Technology		15,460,807			4.0
Hotels, Restaurants & Leisure		14,000,606			3.6
Automobiles		13,794,840			3.6
Pharmaceuticals		11,940,427			3.1
Professional Services		11,741,374			3.1
Investment Company		9,299,048			2.4
Specialty Retail		8,101,014			2.1
Chemicals		7,172,057			1.9
Media		6,371,458			1.7
Capital Markets		3,773,135			1.0
Air Freight & Logistics		3,691,116			1.0
Electrical Equipment		1,999,470			0.5
Biotechnology		1,318,814			0.3
Call options purchased		178,630			0.0	+
	$	383,412,281	++		100.0	%

+ Amounts less than 0.05%.

++ Does not reflect the value of securities held as collateral on loaned securities.

Statement of Assets and Liabilities November 30, 2014

Assets:
Investments in securities, at value (cost $236,007,992) (Including $7,857,293 for securities loaned)	$	375,811,686
Investment in affiliate, at value (cost $15,758,850)		15,758,850
Total investments in securities, at value (cost $251,766,842)		391,570,536
Cash		26,278
Receivable for:
Shares of beneficial interest sold		82,561
Dividends		17,127
Dividends from affiliate		584
Prepaid expenses and other assets		57,762
Total Assets		391,754,848
Liabilities:
Collateral on securities loaned, at value		8,184,533
Due to broker		260,000
Payable for:
Transfer agent fee		428,044
Shares of beneficial interest redeemed		351,183
Investments purchased		250,972
Advisory fee		159,475
Distribution fee		80,796
Administration fee		25,000
Accrued expenses and other payables		114,308
Total Liabilities		9,854,311
Net Assets	$	381,900,537
Composition of Net Assets:
Paid-in-capital	$	217,642,444
Net unrealized appreciation		139,803,694
Accumulated net investment loss		(597,422	)
Accumulated undistributed net realized gain		25,051,821
Net Assets	$	381,900,537
Class A Shares:
Net Assets	$	288,041,834
Shares Outstanding (unlimited shares authorized, $0.01 par value)		8,228,151
Net Asset Value Per Share	$	35.01
Maximum Offering Price Per Share, (net asset value plus 5.54% of net asset value)	$	36.95
Class B Shares:
Net Assets	$	4,338,974
Shares Outstanding (unlimited shares authorized, $0.01 par value)		144,997
Net Asset Value Per Share	$	29.92
Class L Shares:
Net Assets	$	29,625,213
Shares Outstanding (unlimited shares authorized, $0.01 par value)		989,711
Net Asset Value Per Share	$	29.93
Class I Shares:
Net Assets	$	59,883,051
Shares Outstanding (unlimited shares authorized, $0.01 par value)		1,627,581
Net Asset Value Per Share	$	36.79
Class IS Shares:
Net Assets	$	11,465
Shares Outstanding (unlimited shares authorized, $0.01 par value)		311
Net Asset Value Per Share	$	36.83

Statement of Operations For the year ended November 30, 2014

Net Investment Loss: Income
Dividends (net of $64,866 foreign withholding tax)	$	1,490,216
Income from securities loaned - net		183,283
Dividends from affiliate (Note 7)		8,359
Total Income		1,681,858
Expenses
Advisory fee (Note 4)		2,536,799
Distribution fee (Class A shares) (Note 5)		721,770
Distribution fee (Class B shares) (Note 5)		53,239
Distribution fee (Class L shares) (Note 5)		214,682
Sub transfer agent fees and expenses (Class A shares)		394,141
Sub transfer agent fees and expenses (Class B shares)		15,043
Sub transfer agent fees and expenses (Class L shares)		41,083
Sub transfer agent fees and expenses (Class I shares)		53,698
Administration fee (Note 4)		302,901
Shareholder reports and notices		184,186
Transfer agent fees and expenses (Note 6)		36,553
Transfer agent fees and expenses (Class A shares) (Note 6)		89,129
Transfer agent fees and expenses (Class B shares) (Note 6)		8,742
Transfer agent fees and expenses (Class L shares) (Note 6)		9,360
Transfer agent fees and expenses (Class I shares) (Note 6)		12,898
Transfer agent fees and expenses (Class IS shares) (Note 6)		1,893
Professional fees		131,505
Registration fees		94,838
Custodian fees		24,114
Trustees' fees and expenses		9,252
Other		26,050
Total Expenses		4,961,876
Less: waiver of Advisory fees (Note 4)		(91,182	)
Less: reimbursement of class specific expenses (Class A shares) (Note 4)		(16,089	)
Less: reimbursement of class specific expenses (Class B shares) (Note 4)		(15,223	)
Less: reimbursement of class specific expenses (Class L shares) (Note 4)		(4,256	)
Less: reimbursement of class specific expenses (Class I shares) (Note 4)		(34,209	)
Less: reimbursement of class specific expenses (Class IS shares) (Note 4)		(1,893	)
Less: rebate from Morgan Stanley affiliated cash sweep (Note 7)		(21,066	)
Net Expenses		4,777,958
Net Investment Loss		(3,096,100	)
Realized and Unrealized Gain (Loss): Realized Gain (Loss) on:
Investments		31,395,702
Foreign currency translation		(6,009	)
Net Realized Gain		31,389,693
Change in Unrealized Appreciation (Depreciation) on:
Investments		12,411,570
Foreign currency translation		44
Net Change in Unrealized Appreciation (Depreciation)		12,411,614
Net Gain		43,801,307
Net Increase	$	40,705,207

Statements of Changes in Net Assets

	FOR THE YEAR ENDED NOVEMBER 30, 2014			FOR THE YEAR ENDED NOVEMBER 30, 2013
Increase (Decrease) in Net Assets: Operations:
Net investment loss	$	(3,096,100	)	$	(2,497,069	)
Net realized gain		31,389,693			43,910,931
Net change in unrealized appreciation (depreciation)		12,411,614			67,595,786
Net Increase		40,705,207			109,009,648
Distributions to Shareholders from Net Realized Gain:
Class A shares		(25,007,902	)		(25,798,730	)
Class B shares		(687,241	)		(1,119,518	)
Class L shares*		(2,840,609	)		(3,141,672	)
Class I shares		(3,608,505	)		(3,555,896	)
Class IS shares		(966	)		—
Total Distributions		(32,145,223	)		(33,615,816	)
Net increase (decrease) from transactions in shares of beneficial interest		23,635,186			(8,186,153	)
Net Increase		32,195,170			67,207,679
Net Assets:
Beginning of period		349,705,367			282,497,688
End of Period (Including accumulated net investment loss of $(597,422) and $(6,282), respectively)	$	381,900,537		$	349,705,367

* Effective February 25, 2013, Class C shares were renamed Class L shares.

1. Organization and Accounting Policies

Morgan Stanley Multi Cap Growth Trust (the "Fund"), is registered under the Investment Company Act of 1940, as amended (the "Act"), as a diversified, open-end management investment company. The Fund applies investment company accounting and reporting guidance. The Fund's investment objective is to seek long-term capital appreciation. The Fund was organized as a Massachusetts business trust on October 17, 1995 and commenced operations on February 27, 1996. On July 28, 1997, the Fund converted to a multiple class share structure.

The Fund offers Class A shares, Class B shares, Class L shares, Class I shares and Class IS shares. The five 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 are subject to a contingent deferred sales charge imposed on shares redeemed within eighteen months and six years, respectively. Class L shares, Class I shares and Class IS shares are not subject to a sales charge. Additionally, Class A shares, Class B shares and Class L 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 an exchange is valued at its latest reported sales price (or at the exchange official closing price if such exchange reports an official closing price), if there were no sales on a given day, the security is valued at the mean between the last reported bid and asked prices; (2) all other equity portfolio securities for which over-the-counter ("OTC") market quotations are readily available are valued at its latest reported sales 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; (3) when market quotations are not readily available, including circumstances under which Morgan Stanley Investment Management Inc. (the "Adviser"), a wholly owned subsidiary of Morgan Stanley, determines that the closing price, last sale price or the mean between the last reported bid and asked prices are not reflective of 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 Board of Trustees (the "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 New York Stock Exchange ("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 Trustees or by the Adviser using a pricing service and/or procedures approved by the Trustees; (4) quotations of foreign portfolio securities, other assets and liabilities and forward contracts stated in foreign currency are translated into U.S. dollar equivalents at the prevailing market rates prior to the close of the NYSE; (5) listed

options are valued at the last reported sales price on the exchange on which they are listed (or at the exchange official closing price if such exchange reports an official closing price). If an official closing price or last reported sales price is unavailable, the listed option should be fair valued at the mean between their latest bid and asked price. Unlisted options are valued by an outside pricing service approved by the Trustees or quotes from a broker or dealer; (6) certain portfolio securities may be valued by an outside pricing service approved by the Trustees; (7) investments in 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 with remaining maturities of 60 days or less at the time of purchase may be valued at amortized cost, unless the Adviser determines such valuation does not reflect the securities' market value, in which case these securities will be valued at their fair market value determined by the Adviser.

Under procedures approved by the Trustees, the Fund's Adviser has formed a Valuation Committee. The Valuation Committee provides administration and oversight of the Fund's valuation policies and procedures, which are reviewed at least annually by the Trustees. These procedures allow the Fund to utilize independent pricing services, quotations from securities and financial instrument dealers, and other market sources to determine fair value.

The Fund has procedures to determine the fair value of securities and other financial instruments for which market prices are not readily available. Under these procedures, the Valuation Committee convenes on a regular and ad hoc basis to review such securities and considers a number of factors, including valuation methodologies and significant unobservable valuation inputs, when arriving at fair value. The Valuation Committee may employ a market-based approach which may use related or comparable assets or liabilities, recent transactions, market multiples, book values, and other relevant information for the investment to determine the fair value of the investment. An income-based valuation approach may also be used in which the anticipated future cash flows of the investment are discounted to calculate fair value. Discounts may also be applied due to the nature or duration of any restrictions on the disposition of the investments. Due to the inherent uncertainty of valuations of such investments, the fair values may differ significantly from the values that would have been used had an active market existed. The Valuation Committee employs various methods for calibrating these valuation approaches including a regular review of valuation methodologies, key inputs and assumptions, transactional back-testing or disposition analysis, and reviews of any related market activity.

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

C. Multiple Class Allocations — Investment income, realized and unrealized gain (loss), and non-class specific expenses are allocated daily based upon the proportion of net assets of each class. Class specific expenses are borne by the respective share classes and include Distribution, Transfer Agent and Sub Transfer Agent fees.

D. Foreign Currency Translation and Foreign Investments — The books and records of the Fund are maintained in U.S. dollars. Foreign currency amounts are translated into U.S. dollars as follows:

— investments, other assets and liabilities at the prevailing rate of exchange on the valuation date;

— investment transactions and investment income at the prevailing rates of exchange on the dates of such transactions.

Although the net assets of the Fund are presented at the foreign exchange rates and market values at the close of the period, 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 fluctuations arising from changes in the market prices of securities held at period end. Similarly, the Fund does not isolate the effect of changes in foreign exchange rates from the fluctuations arising from changes in the market prices of securities sold during the period. Accordingly, realized and unrealized foreign currency gains (losses) on investments in securities are included in the reported net realized and unrealized gains (losses) on investment transactions and balances. However, pursuant to U.S. Federal income tax regulations, gains and losses from certain foreign currency transactions and the foreign currency portion of gains and losses realized on sales and maturities of foreign denominated debt securities are treated as ordinary income for U.S. Federal income tax purposes.

Net realized gains (losses) on foreign currency transactions represent net foreign exchange gains (losses) from foreign currency forward exchange contracts, disposition of foreign currencies, currency gains (losses) realized between the trade and settlement dates on securities transactions, and the difference between the amount of investment income and foreign withholding taxes recorded on the Fund's books and the U.S. dollar equivalent amounts actually received or paid. Net unrealized currency gains (losses) from valuing foreign currency denominated assets and liabilities at period end exchange rates are reflected as a component of unrealized appreciation (depreciation) in the Statement of Assets and Liabilities. The change in unrealized currency gains (losses) on foreign currency translations for the period is reflected in the Statement of Operations.

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

Based on pre-established guidelines, the securities lending agent invests any cash collateral that is received in an affiliated money market portfolio and repurchase agreements. Securities lending income is generated from the earnings on the invested collateral and borrowing fees, less any rebates owed to the borrowers and compensation to the lending agent, and is recorded as "Income from Securities Loaned-Net" in the Fund's Statement of Operations.

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

The following table presents financial instruments that are subject to enforceable netting arrangements as of November 30, 2014.

GROSS AMOUNTS NOT OFFSET IN THE STATEMENT OF ASSETS AND LIABILITIES

GROSS ASSET AMOUNT PRESENTED IN STATEMENT OF ASSETS AND LIABILITIES				FINANCIAL INSTRUMENT				COLLATERAL RECEIVED				NET AMOUNT (NOT LESS THAN $0)
$	7,857,293	(a)		$	—			$	(7,857,293	)(b)(c)		$	0

(a) Represents market value of loaned securities at period end.

(b) The Fund received cash collateral of $8,184,533, of which $8,158,255 was subsequently invested in Repurchase Agreements and Morgan Stanley Institutional Liquidity Funds as reported in the Portfolio of Investments. As of November 30, 2014, there was uninvested cash of $26,278, which is not reflected in the Portfolio of Investments. In addition, the Fund received non-cash collateral of $4,379 in the form of U.S. Government agency securities, which the Fund cannot sell or repledge, and accordingly are not reflected in the Portfolio of Investments.

(c) The actual collateral received is greater than the amount shown here due to overcollateralization.

F. Repurchase Agreements — The Fund may enter into repurchase agreements under which the Fund lends cash and takes possession of securities with an agreement that the counterparty will repurchase such securities. In connection with transactions in repurchase agreements, a bank as custodian for the Fund takes possession of the underlying securities which are held as collateral, with a market value at least equal to the amount of the repurchase transaction, including principal and accrued interest. To the extent that any repurchase transaction exceeds one business day, the value of the collateral is marked-to-market on a daily basis to determine that the value of the collateral does not decrease below the repurchase price plus accrued interest as earned. If such a decrease occurs, additional collateral will be requested and, when received, will be added to the account to maintain full collateralization. In the event of default on the obligation to repurchase, the Fund has the right to liquidate the collateral and apply the proceeds in satisfaction of the obligation. In the event of default or bankruptcy by the counterparty to the agreement, realization of the collateral proceeds may be subject to cost and delays. The Fund, along with other affiliated investment companies, may utilize a joint trading account for the purpose of entering into repurchase agreements.

G. Restricted Securities — The Fund invests in unregistered or otherwise restricted securities. The term "restricted securities" refers to securities that are unregistered or are held by control persons of the issuer and securities that are subject to contractual restrictions on their resale. As a result, restricted securities may be more difficult to value and the Fund may have difficulty disposing of such assets either in a timely manner or for a reasonable price. In order to dispose of an unregistered security, the Fund, where it has contractual rights to do so, may have to cause such security to be registered. A considerable period may elapse between the time the decision is made to sell the security and the time the security is registered so that the Fund could sell it. Contractual restrictions on the resale of securities vary in length and scope and are generally the result of a negotiation between the issuer and acquirer of the securities. The Fund would, in either case, bear market risks during that period. Restricted securities are identified in the Portfolio of Investments.

H. Dividends and Distributions to Shareholders — Dividends and distributions to shareholders are recorded on the ex-dividend date. Dividends from net investment income, if any, are declared and paid semiannually. Net realized capital gains, if any, are distributed at least annually.

I. 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.

J. 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

Financial Accounting Standards Board ("FASB") Accounting Standards Codification^TM ("ASC") 820, "Fair Value Measurement" ("ASC 820"), defines fair value as the value 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. ASC 820 establishes a three-tier hierarchy to distinguish between (1) inputs that reflect the assumptions market participants would use in valuing 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 valuing 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. Factors considered in making this determination may include, but are not limited to, information obtained by contacting the issuer, analysts, or the appropriate stock exchange (for exchange-traded securities), analysis of the issuer's financial statements or other available documents and, if necessary, available information concerning other securities in similar circumstances

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

The following is a summary of the inputs used to value the Fund's investments as of November 30, 2014.

INVESTMENT TYPE	LEVEL 1 UNADJUSTED QUOTED PRICES		LEVEL 2 OTHER SIGNIFICANT OBSERVABLE INPUTS		LEVEL 3 SIGNIFICANT UNOBSERVABLE INPUTS		TOTAL
Assets:
Common Stocks
Air Freight & Logistics	$	3,691,116	$	—	$	—	$	3,691,116
Automobiles		13,794,840		—		—		13,794,840
Biotechnology		1,318,814		—		—		1,318,814
Capital Markets		3,773,135		—		—		3,773,135
Chemicals		7,172,057		—		—		7,172,057
Electrical Equipment		1,999,470		—		—		1,999,470
Food Products		23,367,621		—		—		23,367,621
Health Care Equipment & Supplies		17,078,643		—		—		17,078,643
Health Care Technology		15,460,807		—		—		15,460,807
Hotels, Restaurants & Leisure		11,843,935		—		—		11,843,935
Information Technology Services		17,986,341		—		—		17,986,341
Internet & Catalog Retail		46,614,658		—		—		46,614,658
Internet Software & Services		88,800,313		—		—		88,800,313
Life Sciences Tools & Services		21,113,388		—		—		21,113,388
Media		6,371,458		—		—		6,371,458
Pharmaceuticals		11,940,427		—		—		11,940,427

INVESTMENT TYPE	LEVEL 1 UNADJUSTED QUOTED PRICES		LEVEL 2 OTHER SIGNIFICANT OBSERVABLE INPUTS		LEVEL 3 SIGNIFICANT UNOBSERVABLE INPUTS		TOTAL
Assets (continued):
Common Stocks (continued)
Professional Services	$	11,741,374	$	—	$	—	$	11,741,374
Software		38,987,801		—		—		38,987,801
Specialty Retail		8,101,014		—		—		8,101,014
Tech Hardware, Storage & Peripherals		16,248,320		—		—		16,248,320
Total Common Stocks		367,405,532		—		—		367,405,532
Preferred Stocks		—		—		6,529,071		6,529,071
Call Options Purchased		—		178,630		—		178,630
Short-Term Investments
Investment Company		15,758,850		—		—		15,758,850
Repurchase Agreements		—		1,698,453		—		1,698,453
Total Short-Term Investments		15,758,850		1,698,453		—		17,457,303
Total Assets	$	383,164,382	$	1,877,083	$	6,529,071	$	391,570,536

Transfers between investment levels may occur as the markets fluctuate and/or the availability of data used in an investment's valuation changes. The Fund recognizes transfers between the levels as of the end of the period. As of November 30, 2014, the Fund did not have any investments transfer between investment levels.

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

	PREFERRED STOCKS
Beginning Balance	$	—
Purchases		6,706,025
Sales		—
Amortization of discount		—
Transfers in		—
Transfers out		—
Corporate actions		—
Change in unrealized appreciation (depreciation)		(176,954	)
Realized gains (losses)		—
Ending Balance	$	6,529,071
Net change in unrealized appreciation (depreciation) from investments still held as of November 30, 2014.	$	(176,954	)

The following table presents additional information about valuation techniques and inputs used for investments that are measured at fair value and categorized within Level 3 as of November 30, 2014.

	FAIR VALUE AT NOVEMBER 30, 2014		VALUATION TECHNIQUE	UNOBSERVABLE INPUT	RANGE						SELECTED VALUE/ WEIGHTED AVERAGE			IMPACT TO VALUATION FROM AN INCREASE IN INPUT
Hotel, Restaurants & Leisure
Preferred Stock	$	2,156,671	Market Transaction Method	Precedent Transaction of Preferred Stock	$	14.47		$	14.47		$	14.47		Increase
			Discounted Cash Flow	Weighted Average Cost of Capital		16.5	%		18.5	%		17.5	%	Decrease
				Perpetual Growth Rate		2.5	%		3.5	%		3.0	%	Increase
			Market Comparable Companies	Enterprise Value/Revenue		4.2	x		6.6	x		5.0	x	Increase
				Discount for Lack of Marketability		15.0	%		15.0	%		15.0	%	Decrease
Internet & Catalog Retail
Preferred Stock	$	2,354,696	Market Transaction Method	Precedent Transaction	$	40.71		$	40.71		$	40.71		Increase
			Discounted Cash Flow	Weighted Average Cost of Capital		16.5	%		18.5	%		17.5	%	Decrease
				Perpetual Growth Rate		3.0	%		4.0	%		3.5	%	Increase
			Market Comparable Companies	Enterprise Value/Revenue		8.5	x		15.5	x		11.7	x	Increase
				Discount for Lack of Marketability		15.0	%		15.0	%		15.0	%	Decrease

	FAIR VALUE AT NOVEMBER 30, 2014		VALUATION TECHNIQUE	UNOBSERVABLE INPUT	RANGE						SELECTED VALUE/ WEIGHTED AVERAGE			IMPACT TO VALUATION FROM AN INCREASE IN INPUT
Software
Preferred Stock	$	2,017,704	Market Transaction Method	Precedent Transaction of Preferred Stock	$	11.42		$	11.42		$	11.42		Increase
			Discounted Cash Flow	Weighted Average Cost of Capital		18.0	%		20.0	%		19.0	%	Decrease
				Perpetual Growth Rate		3.0	%		4.0	%		3.5	%	Increase
			Market Comparable Companies	Enterprise Value/Revenue		14.6	x		28.9	x		20.0	x	Increase
				Discount for Lack of Marketability		15.0	%		15.0	%		15.0	%	Decrease

3. Derivatives

The Fund may, but is not required to, use derivative instruments for a variety of purposes, including hedging, risk management, portfolio management or to earn income. Derivatives are financial instruments whose value is based, in part, on the value of an underlying asset, interest rate, index or financial instrument. Prevailing interest rates and volatility levels, among other things, also affect the value of derivative instruments. A derivative instrument often has risks similar to its underlying asset and may have additional risks, including imperfect correlation between the value of the derivative and the underlying asset, risks of default by the counterparty to certain transactions, magnification of losses incurred due to changes in the market value of the securities, instruments, indices or interest rates to which the derivative instrument relates, risks that the transactions may not be liquid and risks arising from margin requirements. The use of derivatives involves risks that are different from, and possibly greater than, the risks associated with other portfolio investments. Derivatives may involve the use of highly specialized instruments that require investment techniques and risk analyses different from those associated with other portfolio investments. All of the Fund's holdings, including derivative instruments, are marked-to-market each day with the change in value reflected in unrealized appreciation (depreciation). Upon disposition, a realized gain or loss is recognized.

Certain derivative transactions may give rise to a form of leverage. Leverage magnifies the potential for gain and risk of loss. Leverage associated with derivative transactions may cause the Fund to liquidate portfolio positions when it may not be advantageous to do so to satisfy its obligations or to meet earmarking or segregation requirements, pursuant to applicable Securities and Exchange Commission rules and regulations, or may cause the Fund to be more volatile than if the Fund had not been leveraged. Although the Adviser seeks to use derivatives to further the Fund's investment objectives, there is no assurance that the use of derivatives will achieve this result.

Following is a description of the derivative instruments and techniques that the Fund used during the period and their associated risks:

Options In respect to options, the Fund is subject to equity risk, interest rate risk and foreign currency exchange risk in the normal course of pursuing its investment objectives. If the Fund buys an option, it buys a legal contract giving it the right to buy or sell a specific amount of the underlying instrument or futures contract on the underlying instrument at an agreed-upon price typically in exchange for a premium paid by the Fund. The Fund may purchase put and call options. Purchasing call options tends to increase the Fund's exposure to the underlying (or similar) instrument. Purchasing put options tends to decrease the Fund's exposure to the underlying (or similar) instrument. When entering into purchased option contracts, the Fund bears the risk of interest or exchange rates or securities prices moving unexpectedly, in which case, the Fund may not achieve the anticipated benefits of the purchased option contracts; however the risk of loss is limited to the premium paid. Purchased options are reported as part of "Total Investments in Securities" in the Statement of Assets and Liabilities. Premium paid for purchasing options which expired are treated as realized losses. If the Fund sells an option, it sells to another party the right to buy from or sell to the Fund a specific amount of the underlying instrument or futures contract on the underlying instrument at an agreed upon price typically in exchange for a premium received by the Fund. When options are purchased OTC, the Fund bears the risk that the counterparty that wrote the option will be unable or unwilling to perform its obligations under the option contract. Options may also be illiquid and the Fund may have difficulty closing out its position. A decision as to whether, when and how to use options involves the exercise of skill and judgment and even a well-conceived option transaction may be unsuccessful because of market behavior or unexpected events. The prices of options can be highly volatile and the use of options can lower total returns.

FASB ASC 815, Derivatives and Hedging ("ASC 815"), is intended to improve financial reporting about derivative instruments by requiring enhanced disclosures to enable investors to better understand how and why the Fund uses derivative instruments, how these derivative instruments are accounted for and their effects on the Fund's financial position and results of operations.

The following table sets forth the fair value of the Fund's derivative contracts by primary risk exposure as of November 30, 2014.

PRIMARY RISK EXPOSURE

ASSET DERIVATIVES
STATEMENT OF ASSETS
AND LIABILITIES LOCATION

FAIR VALUE

LIABILITY DERIVATIVES
STATEMENT OF ASSETS
AND LIABILITIES LOCATION

FAIR VALUE

Currency Risk

Investments, at Value
(Call Options Purchased)

178,630

(d)

Investments, at Value
(Call Options Purchased)

—

(d) Amounts are included in Investments in securities in the Statement of Assets and Liabilities.

The following table sets forth by primary risk exposure the Fund's change in unrealized appreciation (depreciation) by type of derivative contract for the year ended November 30, 2014 in accordance with ASC 815.

CHANGE IN UNREALIZED APPRECIATION (DEPRECIATION) ON DERIVATIVE CONTRACTS

PRIMARY RISK EXPOSURE				CALL OPTIONS PURCHASED (e)
Currency Risk				$	(546,796	)

(e) Amounts are included in Investments in the Statement of Operations.

At November 30, 2014, the Fund's derivative assets and liabilities are as follows:

GROSS AMOUNTS OF ASSETS AND LIABILITIES PRESENTED IN THE STATEMENT OF ASSETS AND LIABILITIES

DERIVATIVES				ASSETS (f)				LIABILITIES (f)
Call Options Purchased				$	178,630			$	—

(f) Absent an event of default or early termination, OTC derivative assets and liabilities are presented gross and not offset in the Statement of Assets and Liabilities.

The Fund typically enters into International Swaps and Derivatives Association, Inc. Master Agreements ("ISDA Master Agreements") or similar master agreements (collectively, "Master Agreements") with its contract counterparties for certain OTC derivatives in order to, among other things, reduce its credit risk to counterparties. ISDA Master Agreements include provisions for general obligations, representations, collateral and events of default or termination. Under an ISDA Master Agreement, the Fund typically may offset with the counterparty certain OTC derivative financial instruments' payables and/or receivables with collateral held and/or posted and create one single net payment (close-out netting) in the event of default, termination and/or potential deterioration in the credit quality of the counterparty. Various Master Agreements govern the terms of certain transactions with counterparties, including transactions such as swap, forward, repurchase and reverse repurchase agreements. These Master Agreements typically

attempt to reduce the counterparty risk associated with such transactions by specifying credit protection mechanisms and providing standardization that improves legal certainty. Cross-termination provisions under Master Agreements typically provide that a default in connection with one transaction between the Fund and a counterparty gives the non-defaulting party the right to terminate any other transactions in place with the defaulting party to create one single net payment due to/due from the defaulting party and may be a feature in certain Master Agreements. In the event the Fund exercises its right to terminate a Master Agreement after a counterparty experiences a termination event as defined in the Master Agreement, the return of collateral with market value in excess of the Fund's net liability may be delayed or denied.

The following table presents derivative financial instruments that are subject to enforceable netting arrangements as of November 30, 2014.

GROSS AMOUNTS NOT OFFSET IN THE STATEMENT OF ASSETS AND LIABILITIES

COUNTERPARTY				GROSS ASSET DERIVATIVES PRESENTED IN STATEMENT OF ASSETS AND LIABILITIES				FINANCIAL INSTRUMENT				COLLATERAL RECEIVED (g)				NET AMOUNT (NOT LESS THAN $0)
Royal Bank of Scotland				$	178,630			$	—			$	(178,630	)		$	0

(g) In some instances, the actual collateral received may be more than the amount shown here due to overcollateralization.

For the year ended November 30, 2014, the average monthly amount outstanding for each derivative type is as follows:

Call Options Purchased:

Average monthly notional amount

147,415,353

4. Advisory/Administration Agreements

Pursuant to an Investment Advisory Agreement with the Adviser, the Fund pays an advisory fee, accrued daily and paid monthly, by applying the following annual rates to the net assets of the Fund determined as of the close of each business day: 0.67% to the portion of the daily net assets not exceeding $500 million; 0.645% to the portion of the daily net assets exceeding $500 million but not exceeding $2 billion; 0.62% to the portion of the daily net assets exceeding $2 billion but not exceeding $3 billion; and 0.595% to the portion of the daily net assets exceeding $3 billion. For the year ended November 30, 2014, the advisory fee rate (net of waivers/rebate) was equivalent to an annual effective rate of 0.64% of the Fund's average daily net assets.

Morgan Stanley Services Company Inc. was the Fund's Administrator. Effective January 1, 2014, the Adviser also serves as the Administrator to the Fund and provides administrative services pursuant to an Administration Agreement for an annual fee, accrued daily and paid monthly, of 0.08% of the Fund's average daily net assets.

Under a Sub-Administration Agreement between the Administrator and 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.

The Adviser/Administrator has agreed to reduce its advisory fee, its administration fee and/or reimburse the Fund so that total annual operating expenses, excluding certain investment related expenses, taxes, interest and other extraordinary expenses (including litigation), will not exceed 1.27% for Class A, 2.02% for Class B, 1.77% for Class L, 0.92% for Class I and 0.85% for Class IS. The fee waivers and/or expense reimbursements will continue for at least one year or until such time that the Trustees act to discontinue all or a portion of such waivers and/or expense reimbursements when they deem such action is appropriate. For the year ended November 30, 2014, $91,182 of advisory fees were waived and $71,670 of other expenses were reimbursed by the adviser pursuant to this arrangement.

5. Plan of Distribution

Shares of the Fund are distributed by Morgan Stanley Distribution, Inc. (the "Distributor"), an affiliate of the Adviser/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 1.00% of the average daily net assets of Class B shares; and (iii) Class L — up to 0.75% of the average daily net assets of Class L 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 $81,957,770 at November 30, 2014.

In the case of Class A shares and Class L shares, expenses incurred pursuant to the Plan in any calendar year in excess of 0.25% or 0.75% of the average daily net assets of Class A shares or Class L shares, respectively, will not be reimbursed by the Fund through payments in any subsequent year, except that expenses representing a gross sales commission credited to Financial Intermediaries at the time of sale may be reimbursed in the subsequent calendar year. For the year ended

November 30, 2014, the distribution fee was accrued for Class A shares and Class L shares at the annual rate of 0.25% and 0.74%, respectively.

The Distributor has informed the Fund that for the year ended November 30, 2014, it received contingent deferred sales charges from certain redemptions of the Fund's Class A shares and Class B shares of $443 and $2,227, and received $261,497 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.

6. Dividend Disbursing and Transfer Agent

The Fund's dividend disbursing and transfer agent is Boston Financial Data Services, Inc. ("BFDS"). Pursuant to a Transfer Agency Agreement, the Fund pays BFDS a fee based on the number of classes, accounts and transactions relating to the Fund.

7. Security Transactions and Transactions with Affiliates

The cost of purchases and proceeds from sales of investment securities, excluding short-term investments, for the year ended November 30, 2014, aggregated $141,897,894 and $150,429,359, respectively.

The Fund invests in the Institutional Class of the Morgan Stanley Institutional Liquidity Funds (the "Liquidity Funds"), an open-end management investment company managed by the Adviser, both directly and as a portion of the securities held as collateral on loaned securities. Advisory fees paid by the Fund are reduced by an amount equal to its pro-rata share of the advisory and administration fees paid by the Fund due to its investment in the Liquidity Funds. For the year ended November 30, 2014, advisory fees paid were reduced by $21,066 relating to the Fund's investment in the Liquidity Funds.

A summary of the Fund's transactions in shares of the Liquidity Funds during the year ended November 30, 2014 is as follows:

VALUE NOVEMBER 30, 2013				PURCHASES AT COST				SALES				DIVIDEND INCOME				VALUE NOVEMBER 30, 2014
$	18,527,962			$	170,883,832			$	173,652,944			$	8,359			$	15,758,850

For the year ended November 30, 2014, the Fund incurred brokerage commissions of $13,696 with Morgan Stanley & Co., LLC, an affiliate of the Adviser/Administrator and Distributor, for portfolio transactions executed on behalf of the Fund.

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.

8. Shares of Beneficial Interest

Transactions in shares of beneficial interest were as follows:

	FOR THE YEAR ENDED NOVEMBER 30, 2014						FOR THE YEAR ENDED NOVEMBER 30, 2013
	SHARES			AMOUNT			SHARES			AMOUNT
CLASS A SHARES
Sold		1,167,997		$	39,247,286			295,682		$	8,549,258
Conversion from Class B		78,964			2,618,252			108,586			3,027,511
Reinvestment of distributions		769,596			24,300,095			1,050,651			24,921,414
Redeemed		(1,830,401	)		(60,450,163	)		(1,485,336	)		(40,161,848	)
Net increase (decrease) — Class A		186,156			5,715,470			(30,417	)		(3,663,665	)
CLASS B SHARES
Sold		11,505			334,617			14,367			367,299
Conversion to Class A		(91,922	)		(2,618,252	)		(123,783	)		(3,027,511	)
Reinvestment of distributions		23,276			632,863			48,858			1,020,196
Redeemed		(22,937	)		(651,336	)		(65,319	)		(1,550,964	)
Net decrease — Class B		(80,078	)		(2,302,108	)		(125,877	)		(3,190,980	)
CLASS L SHARES*
Sold		144,770			4,151,364			44,598			1,133,438
Reinvestment of distributions		100,199			2,719,795			140,837			2,927,995
Redeemed		(173,308	)		(4,940,729	)		(264,051	)		(6,195,492	)
Net increase (decrease) — Class L		71,661			1,930,430			(78,616	)		(2,134,059	)
CLASS I SHARES
Sold		1,775,254			63,286,680			213,549			6,221,312
Reinvestment of distributions		108,175			3,577,781			142,651			3,519,211
Redeemed		(1,410,847	)		(48,573,067	)		(312,060	)		(8,947,972	)
Net increase — Class I		472,582			18,291,394			44,140			792,551
CLASS IS SHARES
Sold		—			—			311	**		10,000	**
Net increase (decrease) in Fund		650,321		$	23,635,186			(190,459	)	$	(8,186,153	)

* Effective February 25, 2013, Class C shares were renamed Class L shares.

** For the period September 13, 2013 through November 30, 2013.

The Trustees approved, effective February 25, 2013, the suspension of the continuous offering of Class B shares to new and existing shareholders.

9. Risks Relating to Certain Financial Instruments

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

Foreign security and currency transactions may involve certain considerations and risks not typically associated with those of U.S. dollar denominated transactions as a result of, among other factors, fluctuations of exchange rates in relation to the U.S. dollar, the possibility of lower levels of governmental supervision and regulation of foreign securities markets and the possibility of political or economic instability.

10. Federal Income Tax Status

It is the Fund's intention to continue to qualify as a regulated investment company and distribute all of its taxable and tax-exempt income. Accordingly, no provision for Federal income taxes is required in the financial statements.

The Fund may be subject to taxes imposed by countries in which it invests. Such taxes are generally based on income and/or capital gains earned or repatriated. Taxes are accrued based on net investment income, net realized gains and net unrealized appreciation as such income and/or gains are earned. Taxes may also be based on transactions in foreign currency and are accrued based on the value of investments denominated in such currency.

FASB ASC 740-10, Income Taxes — Overall, sets forth a minimum threshold for financial statement recognition of the benefit of a tax position taken or expected to be taken in a tax return. Management has concluded there are no significant uncertain tax positions that would require recognition in the 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. The Fund files tax returns with the U.S. Internal Revenue Service, New York and various states. Each of the tax years in the four-year period ended November 30, 2014, remains subject to examination by taxing authorities.

The tax character of distributions paid may differ from the character of distributions shown in the Statements of Changes in Net Assets due to short-term capital gains being treated as ordinary income for tax purposes. The tax character of distributions paid during fiscal years 2014 and 2013 was as follows:

2014 DISTRIBUTIONS PAID FROM:				2013 DISTRIBUTIONS PAID FROM:
ORDINARY INCOME		LONG-TERM CAPITAL GAIN		ORDINARY INCOME		LONG-TERM CAPITAL GAIN
$	—	$	32,145,223	$	—	$	33,615,816

The amount and character of income and gains to be distributed are determined in accordance with income tax regulations which may differ from GAAP. These book/tax differences are either considered temporary or permanent in nature.

Temporary differences are attributable to differing book and tax treatments for the timing of the recognition of gains (losses) on certain investment transactions and the timing of the deductibility of certain expenses.

Permanent differences, primarily due to foreign currency losses, equalization and a net operating loss, resulted in the following reclassifications among the Fund's components of net assets at November 30, 2014:

ACCUMULATED NET INVESTMENT LOSS				ACCUMULATED UNDISTRIBUTED NET REALIZED GAIN				PAID-IN-CAPITAL
$	2,504,960			$	(6,059,461	)		$	3,554,501

At November 30, 2014, the components of distributable earnings for the Fund on a tax basis were as follows:

UNDISTRIBUTED ORDINARY INCOME				UNDISTRIBUTED LONG-TERM CAPITAL GAIN
$	—			$	25,145,186

At November 30, 2014, the aggregate cost for Federal income tax purposes is $251,860,207. The aggregate gross unrealized appreciation is $144,745,326 and the aggregate gross unrealized depreciation is $5,034,997 resulting in net unrealized appreciation of $139,710,329.

	FOR THE YEAR ENDED NOVEMBER 30,
	2014			2013			2012			2011			2010^
Class A Shares
Selected Per Share Data:
Net asset value, beginning of period	$	34.14		$	27.10		$	25.22		$	25.32		$	19.98
Income (loss) from investment operations:
Net investment loss⁽¹⁾		(0.27	)		(0.23	)		(0.05	)		(0.18	)		(0.13	)
Net realized and unrealized gain		4.24			10.48			1.93			0.08			5.47
Total income (loss) from investment operations		3.97			10.25			1.88			(0.10	)		5.34
Less distributions from net realized gain		(3.10	)		(3.21	)		—			—			—
Net asset value, end of period	$	35.01		$	34.14		$	27.10		$	25.22		$	25.32
Total Return⁽²⁾		12.66	%		43.05	%		7.45	%		(0.39	)%		26.73	%
Ratios to Average Net Assets:
Net expenses		1.26	%⁽³⁾⁽⁴⁾		1.30	%⁽³⁾⁽⁴⁾		1.30	%⁽³⁾⁽⁵⁾		1.24	%⁽³⁾⁽⁵⁾		1.35	%⁽³⁾⁽⁵⁾
Net investment loss		(0.82	)%⁽³⁾⁽⁴⁾		(0.80	)%⁽³⁾⁽⁴⁾		(0.19	)%⁽³⁾⁽⁵⁾		(0.67	)%⁽³⁾⁽⁵⁾		(0.61	)%⁽³⁾⁽⁵⁾
Rebate from Morgan Stanley affiliate		0.01	%		0.00	%⁽⁶⁾		0.00	%⁽⁶⁾		0.00	%⁽⁶⁾		0.00	%⁽⁶⁾
Supplemental Data:
Net assets, end of period, in thousands	$	288,042		$	274,528		$	218,744		$	245,313		$	258,449
Portfolio turnover rate		39	%		35	%		43	%		29	%		31	%

^ Beginning with the year ended November 30, 2011, the Fund was audited by Ernst & Young LLP. The previous year was audited by another independent registered public accounting firm.

(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) 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."

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

PERIOD ENDED	EXPENSE RATIO			NET INVESTMENT LOSS RATIO
November 30, 2014		1.30	%		(0.86	)%
November 30, 2013		1.33			(0.83	)

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

(6) Amount is less than 0.005%.

	FOR THE YEAR ENDED NOVEMBER 30,
	2014			2013			2012			2011			2010^
Class B Shares
Selected Per Share Data:
Net asset value, beginning of period	$	29.83		$	24.25		$	22.73		$	23.00		$	18.29
Income (loss) from investment operations:
Net investment loss⁽¹⁾		(0.45	)		(0.38	)		(0.23	)		(0.34	)		(0.27	)
Net realized and unrealized gain		3.64			9.17			1.75			0.07			4.98
Total income (loss) from investment operations		3.19			8.79			1.52			(0.27	)		4.71
Less distributions from net realized gain		(3.10	)		(3.21	)		—			—			—
Net asset value, end of period	$	29.92		$	29.83		$	24.25		$	22.73		$	23.00
Total Return⁽²⁾		11.83	%		41.94	%		6.69	%		(1.17	)%		25.75	%
Ratios to Average Net Assets:
Net expenses		2.01	%⁽³⁾⁽⁴⁾		2.06	%⁽³⁾⁽⁴⁾		2.05	%⁽³⁾⁽⁵⁾		1.99	%⁽³⁾⁽⁵⁾		2.10	%⁽³⁾⁽⁵⁾
Net investment loss		(1.56	)%⁽³⁾⁽⁴⁾		(1.56	)%⁽³⁾⁽⁴⁾		(0.94	)%⁽³⁾⁽⁵⁾		(1.42	)%⁽³⁾⁽⁵⁾		(1.36	)%⁽³⁾⁽⁵⁾
Rebate from Morgan Stanley affiliate		0.01	%		0.00	%⁽⁶⁾		0.00	%⁽⁶⁾		0.00	%⁽⁶⁾		0.00	%⁽⁶⁾
Supplemental Data:
Net assets, end of period, in thousands	$	4,339		$	6,714		$	8,510		$	13,848		$	24,377
Portfolio turnover rate		39	%		35	%		43	%		29	%		31	%

^ Beginning with the year ended November 30, 2011, the Fund was audited by Ernst & Young LLP. The previous year was audited by another independent registered public accounting firm.

(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.

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

PERIOD ENDED	EXPENSE RATIO			NET INVESTMENT LOSS RATIO
November 30, 2014		2.33	%		(1.88	)%
November 30, 2013		2.12			(1.62	)

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

(6) Amount is less than 0.005%.

	FOR THE YEAR ENDED NOVEMBER 30,
	2014			2013			2012			2011			2010^
Class L Shares
Selected Per Share Data:
Net asset value, beginning of period	$	29.77		$	24.16		$	22.65		$	22.91		$	18.22
Income (loss) from investment operations:
Net investment loss⁽¹⁾		(0.37	)		(0.33	)		(0.22	)		(0.34	)		(0.26	)
Net realized and unrealized gain		3.63			9.15			1.73			0.08			4.95
Total income (loss) from investment operations		3.26			8.82			1.51			(0.26	)		4.69
Less distributions from net realized gain		(3.10	)		(3.21	)		—			—			—
Net asset value, end of period	$	29.93		$	29.77		$	24.16		$	22.65		$	22.91
Total Return⁽²⁾		12.08	%		42.27	%		6.67	%		(1.13	)%		25.74	%
Ratios to Average Net Assets:
Net expenses		1.76	%⁽³⁾⁽⁴⁾		1.85	%⁽³⁾⁽⁴⁾		2.05	%⁽³⁾⁽⁵⁾		1.98	%⁽³⁾⁽⁵⁾		2.10	%⁽³⁾⁽⁵⁾
Net investment loss		(1.31	)%⁽³⁾⁽⁴⁾		(1.35	)%⁽³⁾⁽⁴⁾		(0.94	)%⁽³⁾⁽⁵⁾		(1.41	)%⁽³⁾⁽⁵⁾		(1.36	)%⁽³⁾⁽⁵⁾
Rebate from Morgan Stanley affiliate		0.01	%		0.00	%⁽⁶⁾		0.00	%⁽⁶⁾		0.00	%⁽⁶⁾		0.00	%⁽⁶⁾
Supplemental Data:
Net assets, end of period, in thousands	$	29,625		$	27,327		$	24,076		$	25,319		$	26,016
Portfolio turnover rate		39	%		35	%		43	%		29	%		31	%

^ Beginning with the year ended November 30, 2011, the Fund was audited by Ernst & Young LLP. The previous year was audited by another independent registered public accounting firm.

(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. Effective February 25, 2013, Class C shares were renamed Class L shares. Class C shares held for less than one year were subject to a 1.0% contingent deferred sales charge. The contingent deferred sales charge on Class L shares was eliminated effective February 25, 2013.

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

PERIOD ENDED	EXPENSE RATIO			NET INVESTMENT LOSS RATIO
November 30, 2014		1.80	%		(1.35	)%
November 30, 2013		1.87			(1.37	)

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

(6) Amount is less than 0.005%.

	FOR THE YEAR ENDED NOVEMBER 30,
	2014			2013			2012			2011			2010^
Class I Shares
Selected Per Share Data:
Net asset value, beginning of period	$	35.61		$	28.06		$	26.04		$	26.08		$	20.54
Income (loss) from investment operations:
Net investment income (loss)⁽¹⁾		(0.17	)		(0.15	)		0.02			(0.12	)		(0.08	)
Net realized and unrealized gain		4.45			10.91			2.00			0.08			5.62
Total income (loss) from investment operations		4.28			10.76			2.02			(0.04	)		5.54
Less distributions from net realized gain		(3.10	)		(3.21	)		—			—			—
Net asset value, end of period	$	36.79		$	35.61		$	28.06		$	26.04		$	26.08
Total Return⁽²⁾		13.04	%		43.44	%		7.76	%		(0.15	)%		26.97	%
Ratios to Average Net Assets:
Net expenses		0.91	%⁽³⁾⁽⁴⁾		1.02	%⁽³⁾⁽⁴⁾		1.05	%⁽³⁾⁽⁵⁾		0.99	%⁽³⁾⁽⁵⁾		1.10	%⁽³⁾⁽⁵⁾
Net investment income (loss)		(0.48	)%⁽³⁾⁽⁴⁾		(0.52	)%⁽³⁾⁽⁴⁾		0.06	%⁽³⁾⁽⁵⁾		(0.42	)%⁽³⁾⁽⁵⁾		(0.36	)%⁽³⁾⁽⁵⁾
Rebate from Morgan Stanley affiliate		0.01	%		0.00	%⁽⁶⁾		0.00	%⁽⁶⁾		0.00	%⁽⁶⁾		0.00	%⁽⁶⁾
Supplemental Data:
Net assets, end of period, in thousands	$	59,883		$	41,126		$	31,168		$	65,357		$	28,681
Portfolio turnover rate		39	%		35	%		43	%		29	%		31	%

^ Beginning with the year ended November 30, 2011, the Fund was audited by Ernst & Young LLP. The previous year was audited by another independent registered public accounting firm.

(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.

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

PERIOD ENDED	EXPENSE RATIO			NET INVESTMENT LOSS RATIO
November 30, 2014		1.01	%		(0.58	)%
November 30, 2013		1.04			(0.54	)

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

(6) Amount is less than 0.005%.

	FOR THE YEAR ENDED NOVEMBER 30, 2014			FOR PERIOD FROM SEPTEMBER 13, 2013^ TO NOVEMBER 30, 2013
Class IS Shares
Selected Per Share Data:
Net asset value, beginning of period	$	35.62		$	32.12
Income (loss) from investment operations:
Net investment loss⁽¹⁾		(0.14	)		(0.04	)
Net realized and unrealized gain		4.45			3.54
Total income from investment operations		4.31			3.50
Less distributions from net realized gain		(3.10	)		—
Net asset value, end of period	$	36.83		$	35.62
Total Return⁽²⁾		13.13	%		10.90	%⁽⁶⁾
Ratios to Average Net Assets:
Net expenses		0.84	%⁽³⁾⁽⁴⁾		0.84	%^(3)(4)(7)
Net investment loss		(0.40	)%⁽³⁾⁽⁴⁾		(0.52	)%^(3)(4)(7)
Rebate from Morgan Stanley affiliate		0.01	%		0.00	%⁽⁵⁾⁽⁷⁾
Supplemental Data:
Net assets, end of period, in thousands	$	11		$	11
Portfolio turnover rate		39	%		35	%⁽⁶⁾

^ Commencement of operations.

(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.

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

PERIOD ENDED	EXPENSE RATIO			NET INVESTMENT LOSS RATIO
November 30, 2014		18.31	%		(17.87	)%
November 30, 2013		2.64			(2.32	)

(5) Amount is less than 0.005%.

(6) Not annualized.

(7) Annualized.

To the Shareholders and Board of Trustees of
Morgan Stanley Multi Cap Growth Trust:

We have audited the accompanying statement of assets and liabilities, including the portfolio of investments, of Morgan Stanley Multi Cap Growth Trust (the "Fund"), as of November 30, 2014, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the years or periods indicated therein. These financial statements and financial highlights are the responsibility of the Fund's management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits. The financial highlights for the year ended November 30, 2010 were audited by another independent registered public accounting firm whose report, dated January 26, 2011, expressed an unqualified opinion on those financial highlights.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. We were not engaged to perform an audit of the Fund's internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements and financial highlights, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of November 30, 2014, by correspondence with the custodian and others, or by other appropriate auditing procedures where replies from others were not received. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of the Morgan Stanley Multi Cap Growth Trust as of November 30, 2014, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the years or periods indicated therein, in conformity with U.S. generally accepted accounting principles.

Boston, Massachusetts
January 21, 2015

An Important Notice Concerning Our U.S. Privacy Policy

This privacy notice describes the U.S. privacy policy of Morgan Stanley Distribution, Inc., and the Morgan Stanley family of mutual funds ("us", "our", "we").

We are required by federal law to provide you with notice of our U.S. privacy policy ("Policy"). This Policy applies to both our current and former clients unless we state otherwise and is intended for individual clients who purchase products or receive services from us for personal, family or household purposes. This Policy is not applicable to partnerships, corporations, trusts or other non-individual clients or account holders, nor is this Policy applicable to individuals who are either beneficiaries of a trust for which we serve as trustee or participants in an employee benefit plan administered or advised by us. This Policy is, however, applicable to individuals who select us to be a custodian of securities or assets in individual retirement accounts, 401(k) accounts, or accounts subject to the Uniform Gifts to Minors Act.

This notice sets out our business practices to protect your privacy; how we collect and share personal information about you; and how you can limit our sharing or certain uses by others of this information. We may amend this Policy at any time, and will inform you of any changes to our 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 your information. We strive to safeguard the information our clients entrust to us. Protecting the confidentiality and security of client information is an important part of how we conduct our business.

This notice describes what personal information we collect about you, how we collect it, when we may share it with others, and how certain others may use it. It discusses the steps you may take to limit our sharing of certain information about you with our affiliated companies, including, but not limited to our affiliated banking businesses, brokerage firms and credit service affiliates. It also discloses how you may limit our affiliates' use of shared information for marketing purposes.

Throughout this Policy, we refer to the nonpublic information that personally identifies you as "personal information." We also use the term "affiliated company" in this notice. An affiliated company is a company in our family of companies and includes companies with the Morgan Stanley name. These affiliated companies are financial institutions such as broker-dealers, banks, investment advisers and credit card issuers. We refer to any company that is not an affiliated company as a nonaffiliated third party. For purposes of Section 5 of this notice, and your ability to limit certain uses of personal

information by our affiliates, this notice applies to the use of personal information by our affiliated companies.

1. What Personal Information Do We Collect From You?

We may collect the following types of information about you: (i) information provided by you, including information from applications and other forms we receive from you, (ii) information about your transactions with us or our affiliates, (iii) information about your transactions with nonaffiliated third parties, (iv) information from consumer reporting agencies, (v) information obtained from our websites, and (vi) information obtained from other sources. For example:

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

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

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

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

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

We may disclose personal information we collect about you in each of the categories listed above to affiliated and nonaffiliated third parties.

a. Information We Disclose to Affiliated Companies. We may disclose personal information that we collect about you to our affiliated companies to manage your account(s) effectively, to service and process your transactions, and 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. 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 may disclose personal information that we collect about you to nonaffiliated third parties to provide marketing services on our behalf or to other financial institutions with whom we have joint marketing agreements. We may also disclose all of the information we collect to other nonaffiliated third parties for our everyday business purposes, such as to process transactions, maintain account(s), respond to court orders and legal investigations, report to

credit bureaus, offer our own products and services, protect against fraud, for institutional risk control, to perform services on our behalf, and as otherwise required or permitted by law.

When we share personal information about you with a nonaffiliated 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 permitted or 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 that comply with applicable law and regulations to help safeguard the personal information we collect about you. We have internal policies governing the proper handling of client information by employees. 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 appropriate security standards with respect to such information.

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

By following the opt-out procedures in Section 6 below, you may limit the extent to which we share with our affiliated companies, personal information that was collected to determine your eligibility for products and services such as your credit reports and other information that you have provided to us or that we may obtain from third parties ("eligibility information"). Eligibility information does not include your identification information or personal information pertaining to our transactions or experiences with you. Please note that, even if you direct us not to share eligibility information with our affiliated companies, we may still share your personal information, including eligibility information, with our affiliated companies under circumstances that are permitted under applicable law, such as to process transactions or to service your account.

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

By following the opt-out instructions in Section 6 below, you may limit our affiliated companies from marketing their products or services to you based on personal information we disclose to them. This information may include, for example, your income and account history with us. Please note that, even if you choose to limit our affiliated companies from using personal information about you that we may share with them for marketing their products and services to you, our affiliated companies may use your

personal information that they obtain from us to market to you in circumstances permitted by law, such as if the affiliated party has its own relationship with you.

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

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

• Calling us at (800) 548-7786
Monday–Friday between 8a.m. and 6p.m. (EST)

• Writing to us at the following address:
Boston Financial Data Services, Inc.
c/o Privacy Coordinator
P.O. Box 219804
Kansas City, Missouri 64121

If you choose to write to us, your request should include: your name, address, telephone number and account number(s) to which the opt-out applies and whether you are opting out with respect to sharing of eligibility information (Section 4 above), or information used for marketing (Section 5 above), or both. Written opt-out requests 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 understand that if you limit our sharing or our affiliated companies' use of personal information, you and any joint account holder(s) may not receive information about our affiliated companies' products and services, including products or services that could help you manage your financial resources and achieve your investment objectives.

If you have more than one account or relationship with us, please specify the accounts to which you would like us to apply your privacy choices. If you have accounts or relationships with our affiliates, you may receive multiple privacy policies from them, and will need to separately notify those companies of your privacy choices for those accounts or relationships.

7. What if an affiliated company becomes a nonaffiliated third party?

If, at any time in the future, an affiliated company becomes a nonaffiliated third party, further disclosures of personal information made to the former affiliated company will be limited to those described in Section 2(b) above relating to nonaffiliated third parties. If you elected under Section 6 to limit disclosures we make to affiliated companies, or use of personal information by affiliated companies, your election will not apply to use by any former affiliated company of your personal information in their possession once it becomes a nonaffiliated third party.

Special Notice to Residents of Vermont
The following 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 nonaffiliated third parties, or eligibility information with affiliated companies, other than in certain limited circumstances. Except as permitted by law, we will not share personal information we collect about you with nonaffiliated third parties or eligibility information with affiliated companies, unless you provide us with your written consent to share such information.

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

In response to a California law, if your account has a California home address, your personal information will not be disclosed to nonaffiliated third parties except as permitted by applicable California law, and we will limit sharing such personal information with our affiliates to comply with California privacy laws that apply to us.

Name, Age and Address of
Independent Trustee

Positions(s)
Held with
Registrant

Length of
Time Served*

Principal Occupation(s)
During Past 5 Years

Number of
Portfolios
in Fund
Complex
Overseen
by Trustee**

Other Directorships
Held by Independent Trustee***

Frank L. Bowman (70)
c/o Kramer Levin Naftalis & Frankel LLP
Counsel to the Independent Trustees
1177 Avenue of the Americas
New York, NY 10036

Trustee

Since
August 2006

President, Strategic Decisions, LLC (consulting) (since February 2009); Director or Trustee of various Morgan Stanley Funds (since August 2006); Chairperson of the Insurance Sub-Committee of the Compliance and Insurance Committee (since February 2007); served as President and Chief Executive Officer of the Nuclear Energy Institute (policy organization) (February 2005-November 2008); retired as Admiral, U.S. Navy after serving over 38 years on active duty including 8 years as Director of the Naval Nuclear Propulsion Program in the Department of the Navy and the U.S. Department of Energy (1996-2004); served as Chief of Naval Personnel (July 1994-September 1996); and on the Joint Staff as Director of Political Military Affairs (June 1992-July 1994); knighted as Honorary Knight Commander of the Most Excellent Order of the British Empire; awarded the Officier de l'Orde National du Mérite by the French Government; elected to the National Academy of Engineering (2009).

Director of BP p.l.c.; Director of Naval and Nuclear Technologies LLP; Director of the Armed Services YMCA of the USA and the U.S. Naval Submarine League; Director of the American Shipbuilding Suppliers Association; Member of the National Security Advisory Council of the Center for U.S. Global Engagement and a member of the CNA Military Advisory Board; Chairman of the Charity, J Street Cup Golf Charity; Trustee of Fairhaven United Methodist Church.

Name, Age and Address of
Independent Trustee

Positions(s)
Held with
Registrant

Length of
Time Served*

Principal Occupation(s)
During Past 5 Years

Number of
Portfolios
in Fund
Complex
Overseen
by Trustee**

Other Directorships
Held by Independent Trustee***

Michael Bozic (74)
c/o Kramer Levin Naftalis & Frankel LLP
Counsel to the Independent Trustees
1177 Avenue of the Americas
New York, NY 10036

Trustee

Since
April 1994

Private investor and a member of the advisory board of American Road Group LLC (retail) (since June 2000); Chairperson of the Compliance and Insurance Committee (since October 2006); Director or Trustee of various Morgan Stanley Funds (since April 1994); formerly, Chairperson of the Insurance Committee (July 2006- September 2006); Vice Chairman of Kmart Corporation (December 1998-October 2000), Chairman and Chief Executive Officer of Levitz Furniture Corporation (November 1995-November 1998) and President and Chief Executive Officer of Hills Department Stores (May 1991- July 1995); variously Chairman, Chief Executive Officer, President and Chief Operating Officer (1987-1991) of the Sears Merchandise Group of Sears, Roebuck & Co.

100

Trustee and member of the Hillsdale College Board of Trustees.

Kathleen A. Dennis (61)
c/o Kramer Levin Naftalis & Frankel LLP
Counsel to the Independent Trustees
1177 Avenue of the Americas
New York, NY 10036

Trustee

Since
August 2006

President, Cedarwood Associates (mutual fund and investment management consulting) (since July 2006); Chairperson of the Money Market and Alternatives Sub-Committee of the Investment Committee (since October 2006) and Director or Trustee of various Morgan Stanley Funds (since August 2006); formerly, Senior Managing Director of Victory Capital Management (1993-2006).

Director of various nonprofit organizations.

Name, Age and Address of
Independent Trustee

Positions(s)
Held with
Registrant

Length of
Time Served*

Principal Occupation(s)
During Past 5 Years

Number of
Portfolios
in Fund
Complex
Overseen
by Trustee**

Other Directorships
Held by Independent Trustee***

Nancy C. Everett (59)
c/o Kramer Levin Naftalis & Frankel LLP
Counsel to the Independent Trustees
1177 Avenue of the Americas
New York, NY 10036

Trustee

Since
January 2015

Owner, OBIR, LLC (since June 2014); formerly, Managing Director, BlackRock, Inc. (February 2011-December 2013); and Chief Executive Officer, General Motors Asset Management (a/k/a Promark Global Advisors, Inc.) (June 2005-May 2010).

Member of Virginia Commonwealth University Board of Visitors; Member of Virginia Commonwealth University School of Business Foundation; formerly, Member of Committee on Directors for Emerging Markets Growth Fund, Inc. (2007-2010); Chairperson of Performance Equity Management, LLC (2006-2010); and Chairperson, GMAM Absolute Return Strategies Fund, LLC (2006-2010).

Jakki L. Haussler (57)
c/o Kramer Levin Naftalis & Frankel LLP
Counsel to the Independent Trustees
1177 Avenue of the Americas
New York, NY 10036

Trustee

Since January 2015

Chairman and Chief Executive Officer, Opus Capital Group (since January 1996); and formerly, Director, Capvest Venture Fund, LP (May 2000- December 2011); Partner, Adena Ventures, LP (July 1999-December 2010); Director, The Victory Funds (February 2005-July 2008).

Director of Cincinnati Bell Inc.

Dr. Manuel H. Johnson (65)
c/o Johnson Smick
International, Inc.
220 I Street, N.E. — Suite 200
Washington, D.C. 20002

Trustee

Since
July 1991

Senior Partner, Johnson Smick International, Inc. (consulting firm); Chairperson of the Investment Committee (since October 2006) and Director or Trustee of various Morgan Stanley Funds (since July 1991); Co-Chairman and a founder of the Group of Seven Council (G7C) (international economic commission); formerly, Chairperson of the Audit Committee (July 1991-September 2006), Vice Chairman of the Board of Governors of the Federal Reserve System and Assistant Secretary of the U.S. Treasury.

100

Director of NVR, Inc. (home construction).

Name, Age and Address of
Independent Trustee

Positions(s)
Held with
Registrant

Length of
Time Served*

Principal Occupation(s)
During Past 5 Years

Number of
Portfolios
in Fund
Complex
Overseen
by Trustee**

Other Directorships
Held by Independent Trustee***

Joseph J. Kearns (72)
c/o Kearns & Associates LLC
23823 Malibu Road
S-50-440
Malibu, CA 90265

Trustee

Since
August 1994

President, Kearns & Associates LLC (investment consulting); Chairperson of the Audit Committee (since October 2006) and Director or Trustee of various Morgan Stanley Funds (since August 1994); formerly, Deputy Chairperson of the Audit Committee (July 2003-September 2006) and Chairperson of the Audit Committee of various Morgan Stanley Funds (since August 1994); CFO of the J. Paul Getty Trust.

101

Director of Electro Rent Corporation (equipment leasing). Prior to December 31, 2013, Director of The Ford Family Foundation.

Michael F. Klein (56)
c/o Kramer Levin Naftalis & Frankel LLP
Counsel to the Independent Trustees
1177 Avenue of the Americas
New York, NY 10036

Trustee

Since
August 2006

Managing Director, Aetos Capital, LLC (since March 2000); Co-President, Aetos Alternatives Management, LLC (since January 2004); and Co-Chief Executive Officer of Aetos Capital LLC (since August 2013); Chairperson of the Fixed Income Sub- Committee of the Investment Committee (since October 2006) and Director or Trustee of various Morgan Stanley Funds (since August 2006); formerly, Managing Director, Morgan Stanley & Co. Inc. and Morgan Stanley Dean Witter Investment Management, President, various Morgan Stanley Funds (June 1998-March 2000) and Principal, Morgan Stanley & Co. Inc. and Morgan Stanley Dean Witter Investment Management (August 1997-December 1999).

Director of certain investment funds managed or sponsored by Aetos Capital, LLC. Director of Sanitized AG and Sanitized Marketing AG (specialty chemicals).

Name, Age and Address of
Independent Trustee

Positions(s)
Held with
Registrant

Length of
Time Served*

Principal Occupation(s)
During Past 5 Years

Number of
Portfolios
in Fund
Complex
Overseen
by Trustee**

Other Directorships
Held by Independent Trustee***

Michael E. Nugent (78)
522 Fifth Avenue
New York, NY 10036

Chairperson of the Board and Trustee

Chairperson of the Boards since July 2006 and Trustee since July 1991

Chairperson of the Boards of various Morgan Stanley Funds (since July 2006); Chairperson of the Closed-End Fund Committee (since June 2012) and Director or Trustee of various Morgan Stanley Funds (since July 1991); formerly, Chairperson of the Insurance Committee (until July 2006), General Partner, Triumph Capital, L.P. (private investment partnership) (1988-2013).

100

None.

W. Allen Reed (67)
c/o Kramer Levin Naftalis & Frankel LLP
Counsel to the Independent Trustees
1177 Avenue of the Americas
New York, NY 10036

Trustee

Since
August 2006

Chairperson of the Equity Sub-Committee of the Investment Committee (since October 2006) and Director or Trustee of various Morgan Stanley Funds (since August 2006); formerly, President and CEO of General Motors Asset Management; Chairman and Chief Executive Officer of the GM Trust Bank and Corporate Vice President of General Motors Corporation (August 1994-December 2005).

Director of Temple- Inland Industries (packaging and forest products); Director of Legg Mason, Inc. and Director of the Auburn University Foundation.

Fergus Reid (82)
c/o Joe Pietryka, Inc.
85 Charles Colman Blvd.
Pawling, NY 12564

Trustee

Since
June 1992

Chairman, Joe Pietryka, Inc.; Chairperson of the Governance Committee and Director or Trustee of various Morgan Stanley Funds (since June 1992).

101

Through December 31, 2012, Trustee and Director of certain investment companies in the JP Morgan Fund Complex managed by JP Morgan Investment Management Inc.

Name, Age and Address of
Executive Officer

Position(s)
Held with
Registrant

Length of
Time Served*

Principal Occupation(s) During Past 5 Years

John H. Gernon (51)
522 Fifth Avenue
New York, NY 10036

President and Principal Executive Officer

Since September 2013

President and Principal Executive Officer of the Equity and Fixed Income Funds and the Morgan Stanley AIP Funds (since September 2013) and the Liquidity Funds and various money market funds (since May 2014) in the Fund Complex, Managing Director of the Adviser; Head of Product (since 2006) and Global Portfolio Analysis and Reporting (since 2012); for MSIM's Long Only business.

Stefanie V. Chang Yu (48)
522 Fifth Avenue
New York, NY 10036

Chief Compliance Officer

Since
December 1997

Managing Director of the Adviser and various entities affiliated with the Adviser; Chief Compliance Officer of various Morgan Stanley Funds and the Adviser (since January 2014); formerly, Vice President of various Morgan Stanley Funds (December 1997-January 2014).

Joseph C. Benedetti (49)
522 Fifth Avenue
New York, NY 10036

Vice President

Since
January 2014

Managing Director of the Adviser and various entities affiliated with the Adviser; Vice President of various Morgan Stanley Funds (since January 2014); formerly, Assistant Secretary of various Morgan Stanley Funds (October 2004-January 2014).

Francis J. Smith (49)
522 Fifth Avenue
New York, NY 10036

Treasurer and Principal Financial Officer

Treasurer since July 2003 and Principal Financial Officer since September 2002

Executive Director of the Adviser and various entities affiliated with the Adviser; Treasurer (since July 2003) and Principal Financial Officer of various Morgan Stanley Funds (since September 2002).

Mary E. Mullin (47)
522 Fifth Avenue
New York, NY 10036

Secretary

Since
June 1999

Executive Director of the Adviser and various entities affiliated with the Adviser; Secretary of various Morgan Stanley Funds (since June 1999).

* This is the earliest date the officer began serving the Morgan Stanley Funds. Each officer serves a one-year term, until his or her successor is chosen and qualifies.

Federal Tax Notice (unaudited)
For Federal income tax purposes, the following information is furnished with respect to the distributions paid by the Fund during its taxable year ended November 30, 2014.
The Fund designated and paid $32,145,223 as a long-term capital gain distribution.
In January, the Fund provides tax information to shareholders for the preceding calendar year.

Item 2. Code of Ethics.

(a) The Fund has adopted a code of ethics (the “Code of Ethics”) that applies to its principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, regardless of whether these individuals are employed by the Fund or a third party.

(b) No information need be disclosed pursuant to this paragraph.

(d) Not applicable.

(e) Not applicable.

(f)

(1) The Fund’s Code of Ethics is attached hereto as Exhibit 12 A.

(2) Not applicable.

(3) Not applicable.

Item 3. Audit Committee Financial Expert.

The Fund’s Board of Trustees has determined that Joseph J. Kearns, an “independent” Trustee, is an “audit committee financial expert” serving on its audit committee. Under applicable securities laws, a person who is determined to be an audit committee financial expert will not be deemed an “expert” for any purpose, including without limitation for the purposes of Section 11 of the Securities Act of 1933, as a result of being designated or identified as an audit committee financial expert. The designation or identification of a person as an audit committee financial expert does not impose on such person any duties, obligations, or liabilities that are greater than the duties, obligations, and liabilities imposed on such person as a member of the audit committee and Board of Trustees in the absence of such designation or identification

Item 4. Principal Accountant Fees and Services.

(a)(b)(c)(d) and (g). Based on fees billed for the periods shown:

2014

	Registrant			Covered Entities(1)
Audit Fees	$	43,824		N/A

Non-Audit Fees
Audit-Related Fees	$		(2)	$		(2)
Tax Fees	$	3,867	(3)	$	8,152,733	(4)
All Other Fees	$			$	280,341	(5)
Total Non-Audit Fees	$	3,867		$	8,433,074

Total	$	47,691		$	8,433,074

2013

	Registrant			Covered Entities(1)
Audit Fees	$	40,489		N/A

Non-Audit Fees
Audit-Related Fees	$		(2)	$		(2)
Tax Fees	$	3,765	(3)	$	6,883,455	(4)
All Other Fees	$			$	96,000	(5)
Total Non-Audit Fees	$	3,765		$	6,979,455

Total	$	44,746		$	6,979,455

N/A- Not applicable, as not required by Item 4.

(1) Covered Entities include the Adviser (excluding sub-advisors) and any entity controlling, controlled by or under common control with the Adviser that provides ongoing services to the Registrant.

(2) Audit-Related Fees represent assurance and related services provided that are reasonably related to the performance of the audit of the financial statements of the Covered Entities’ and funds advised by the Adviser or its affiliates, specifically data verification and agreed-upon procedures related to asset securitizations and agreed-upon procedures engagements.

(3) Tax Fees represent tax compliance, tax planning and tax advice services provided in connection with the preparation and review of the Registrant’s tax returns.

(4) Tax Fees represent tax compliance, tax planning and tax advice services provided in connection with the review of Covered Entities’ tax returns.

(5) All other fees represent project management for future business applications and improving business and operational processes.

(e)(1) The audit committee’s pre-approval policies and procedures are as follows:

APPENDIX A

AUDIT COMMITTEE

AUDIT AND NON-AUDIT SERVICES

PRE-APPROVAL POLICY AND PROCEDURES

OF THE

MORGAN STANLEY RETAIL AND INSTITUTIONAL FUNDS

AS ADOPTED AND AMENDED JULY 23, 2004,(1)

1. Statement of Principles

The Audit Committee of the Board is required to review and, in its sole discretion, pre-approve all Covered Services to be provided by the Independent Auditors to the Fund and Covered Entities in order to assure that services performed by the Independent Auditors do not impair the auditor’s independence from the Fund.

The SEC has issued rules specifying the types of services that an independent auditor may not provide to its audit client, as well as the audit committee’s administration of the engagement of the independent auditor. The SEC’s rules establish two different approaches to pre-approving services, which the SEC considers to be equally valid. Proposed services either: may be pre-approved without consideration of specific case-by-case services by the Audit Committee (“general pre-approval”); or require the specific pre-approval of the Audit Committee or its delegate (“specific pre-approval”). The Audit Committee believes that the combination of these two approaches in this Policy will result in an effective and efficient procedure to pre-approve services performed by the Independent Auditors. As set forth in this Policy, unless a type of service has received general pre-approval, it will require specific pre-approval by the Audit Committee (or by any member of the Audit Committee to which pre-approval authority has been delegated) if it is to be provided by the Independent Auditors. Any proposed services exceeding pre-approved cost levels or budgeted amounts will also require specific pre-approval by the Audit Committee.

The appendices to this Policy describe the Audit, Audit-related, Tax and All Other services that have the general pre-approval of the Audit Committee. The term of any general pre-approval is 12 months from the date of pre-approval, unless the Audit Committee considers and provides a different period and states otherwise. The Audit Committee will annually review and pre-approve the services that may be provided by the Independent Auditors without obtaining specific pre-approval from the Audit Committee. The Audit Committee will add to or subtract from the list of general pre-approved services from time to time, based on subsequent determinations.

(1) This Audit Committee Audit and Non-Audit Services Pre-Approval Policy and Procedures (the “Policy”), adopted as of the date above, supersedes and replaces all prior versions that may have been adopted from time to time.

The purpose of this Policy is to set forth the policy and procedures by which the Audit Committee intends to fulfill its responsibilities. It does not delegate the Audit Committee’s responsibilities to pre-approve services performed by the Independent Auditors to management.

The Fund’s Independent Auditors have reviewed this Policy and believes that implementation of the Policy will not adversely affect the Independent Auditors’ independence.

2. Delegation

As provided in the Act and the SEC’s rules, the Audit Committee may delegate either type of pre-approval authority to one or more of its members. The member to whom such authority is delegated must report, for informational purposes only, any pre-approval decisions to the Audit Committee at its next scheduled meeting.

3. Audit Services

The annual Audit services engagement terms and fees are subject to the specific pre-approval of the Audit Committee. Audit services include the annual financial statement audit and other procedures required to be performed by the Independent Auditors to be able to form an opinion on the Fund’s financial statements. These other procedures include information systems and procedural reviews and testing performed in order to understand and place reliance on the systems of internal control, and consultations relating to the audit. The Audit Committee will approve, if necessary, any changes in terms, conditions and fees resulting from changes in audit scope, Fund structure or other items.

In addition to the annual Audit services engagement approved by the Audit Committee, the Audit Committee may grant general pre-approval to other Audit services, which are those services that only the Independent Auditors reasonably can provide. Other Audit services may include statutory audits and services associated with SEC registration statements (on Forms N-1A, N-2, N-3, N-4, etc.), periodic reports and other documents filed with the SEC or other documents issued in connection with securities offerings.

The Audit Committee has pre-approved the Audit services in Appendix B.1. All other Audit services not listed in Appendix B.1 must be specifically pre-approved by the Audit Committee (or by any member of the Audit Committee to which pre-approval has been delegated).

4. Audit-related Services

Audit-related services are assurance and related services that are reasonably related to the performance of the audit or review of the Fund’s financial statements and, to the extent they are Covered Services, the Covered Entities or that are traditionally performed by the Independent Auditors. Because the Audit Committee believes that the provision of Audit-related services does not impair the independence of the auditor and is consistent with the SEC’s rules on auditor independence, the Audit Committee may grant general pre-approval to Audit-related services. Audit-related services include, among others, accounting consultations related to accounting, financial reporting or disclosure matters

not classified as “Audit services”; assistance with understanding and implementing new accounting and financial reporting guidance from rulemaking authorities; agreed-upon or expanded audit procedures related to accounting and/or billing records required to respond to or comply with financial, accounting or regulatory reporting matters; and assistance with internal control reporting requirements under Forms N-SAR and/or N-CSR.

The Audit Committee has pre-approved the Audit-related services in Appendix B.2. All other Audit-related services not listed in Appendix B.2 must be specifically pre-approved by the Audit Committee (or by any member of the Audit Committee to which pre-approval has been delegated).

5. Tax Services

The Audit Committee believes that the Independent Auditors can provide Tax services to the Fund and, to the extent they are Covered Services, the Covered Entities, such as tax compliance, tax planning and tax advice without impairing the auditor’s independence, and the SEC has stated that the Independent Auditors may provide such services.

Pursuant to the preceding paragraph, the Audit Committee has pre-approved the Tax Services in Appendix B.3. All Tax services in Appendix B.3 must be specifically pre-approved by the Audit Committee (or by any member of the Audit Committee to which pre-approval has been delegated).

6. All Other Services

The Audit Committee believes, based on the SEC’s rules prohibiting the Independent Auditors from providing specific non-audit services, that other types of non-audit services are permitted. Accordingly, the Audit Committee believes it may grant general pre-approval to those permissible non-audit services classified as All Other services that it believes are routine and recurring services, would not impair the independence of the auditor and are consistent with the SEC’s rules on auditor independence.

The Audit Committee has pre-approved the All Other services in Appendix B.4. Permissible All Other services not listed in Appendix B.4 must be specifically pre-approved by the Audit Committee (or by any member of the Audit Committee to which pre-approval has been delegated).

7. Pre-Approval Fee Levels or Budgeted Amounts

Pre-approval fee levels or budgeted amounts for all services to be provided by the Independent Auditors will be established annually by the Audit Committee. Any proposed services exceeding these levels or amounts will require specific pre-approval by the Audit Committee. The Audit Committee is mindful of the overall relationship of fees for audit and non-audit services in determining whether to pre-approve any such services.

8. Procedures

All requests or applications for services to be provided by the Independent Auditors that do not require specific approval by the Audit Committee will be submitted to the Fund’s Chief Financial Officer and must include a detailed description of the services to be

rendered. The Fund’s Chief Financial Officer will determine whether such services are included within the list of services that have received the general pre-approval of the Audit Committee. The Audit Committee will be informed on a timely basis of any such services rendered by the Independent Auditors. Requests or applications to provide services that require specific approval by the Audit Committee will be submitted to the Audit Committee by both the Independent Auditors and the Fund’s Chief Financial Officer, and must include a joint statement as to whether, in their view, the request or application is consistent with the SEC’s rules on auditor independence.

The Audit Committee has designated the Fund’s Chief Financial Officer to monitor the performance of all services provided by the Independent Auditors and to determine whether such services are in compliance with this Policy. The Fund’s Chief Financial Officer will report to the Audit Committee on a periodic basis on the results of its monitoring. Both the Fund’s Chief Financial Officer and management will immediately report to the chairman of the Audit Committee any breach of this Policy that comes to the attention of the Fund’s Chief Financial Officer or any member of management.

9. Additional Requirements

The Audit Committee has determined to take additional measures on an annual basis to meet its responsibility to oversee the work of the Independent Auditors and to assure the auditor’s independence from the Fund, such as reviewing a formal written statement from the Independent Auditors delineating all relationships between the Independent Auditors and the Fund, consistent with Independence Standards Board No. 1, and discussing with the Independent Auditors its methods and procedures for ensuring independence.

10. Covered Entities

Covered Entities include the Fund’s investment adviser(s) and any entity controlling, controlled by or under common control with the Fund’s investment adviser(s) that provides ongoing services to the Fund(s). Beginning with non-audit service contracts entered into on or after May 6, 2003, the Fund’s audit committee must pre-approve non-audit services provided not only to the Fund but also to the Covered Entities if the engagements relate directly to the operations and financial reporting of the Fund. This list of Covered Entities would include:

Morgan Stanley Retail Funds

Morgan Stanley Investment Advisors Inc.

Morgan Stanley & Co. Incorporated

Morgan Stanley DW Inc.

Morgan Stanley Investment Management Inc.

Morgan Stanley Investment Management Limited

Morgan Stanley Investment Management Private Limited

Morgan Stanley Asset & Investment Trust Management Co., Limited

Morgan Stanley Investment Management Company

Morgan Stanley Services Company, Inc.

Morgan Stanley Distributors Inc.

Morgan Stanley Trust FSB

Morgan Stanley Institutional Funds

Morgan Stanley Investment Management Inc.

Morgan Stanley Investment Advisors Inc.

Morgan Stanley Investment Management Limited

Morgan Stanley Investment Management Private Limited

Morgan Stanley Asset & Investment Trust Management Co., Limited

Morgan Stanley Investment Management Company

Morgan Stanley & Co. Incorporated

Morgan Stanley Distribution, Inc.

Morgan Stanley AIP GP LP

Morgan Stanley Alternative Investment Partners LP

(e)(2) Beginning with non-audit service contracts entered into on or after May 6, 2003, the audit committee also is required to pre-approve services to Covered Entities to the extent that the services are determined to have a direct impact on the operations or financial reporting of the Registrant. 100% of such services were pre-approved by the audit committee pursuant to the Audit Committee’s pre-approval policies and procedures (attached hereto).

(f) Not applicable.

(g) See table above.

(h) The audit committee of the Board of Trustees has considered whether the provision of services other than audit services performed by the auditors to the Registrant and Covered Entities is compatible with maintaining the auditors’ independence in performing audit services.

Item 5. Audit Committee of Listed Registrants.

(a) The Fund has a separately-designated standing audit committee established in accordance with Section 3(a)(58)(A) of the Exchange Act whose members are: Joseph Kearns, Michael Nugent, Allen Reed and Michael Klein.

(b) Not applicable.

Item 6. Schedule of Investments

(a) Refer to Item 1.

(b) Not applicable.

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

Applicable only to reports filed by closed-end funds.

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 only 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) The Code of Ethics for Principal Executive and Senior Financial Officers is attached hereto.

(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 Multi Cap Growth Trust

/s/ John H. Gernon
John H. Gernon
Principal Executive Officer
January 20, 2015

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/ John H. Gernon
John H. Gernon
Principal Executive Officer
January 20, 2015

/s/ Francis Smith
Francis Smith
Principal Financial Officer
January 20, 2015

PRINCIPAL AMOUNT (000)			VALUE
		Repurchase Agreements (0.4%)
$	447	Barclays Capital, Inc. (0.08%, dated 11/28/14, due 12/01/14; proceeds $447,500; fully collateralized by a U.S. Government obligation; 1.50% due 12/31/18; valued at $456,447)	$	447,497
	661	BNP Paribas Securities Corp. (0.09%, dated 11/28/14, due 12/01/14; proceeds $661,080; fully collateralized by various U.S. Government obligations; Zero Coupon - 4.75% due 01/02/15 - 02/15/41; valued at $674,296)		661,075
	386	BNP Paribas Securities Corp. (0.11%, dated 11/28/14, due 12/01/14; proceeds $386,478; fully collateralized by various U.S. Government agency securities; 3.00% - 3.50% due 10/01/32 - 04/20/43; valued at $394,204)		386,474
	203	Merrill Lynch & Co., Inc. (0.25%, dated 11/28/14, due 12/01/14; proceeds $203,412; fully collateralized by various common stocks; valued at $219,792)		203,407
		Total Repurchase Agreements (Cost $1,698,453)		1,698,453
		Total Securities held as Collateral on Loaned Securities (Cost $8,158,255)		8,158,255

POST-OCTOBER CURRENCY AND SPECIFIED ORDINARY LOSSES				POST-OCTOBER CAPITAL LOSSES
$	589,265			$	—

Welcome Shareholder					3
Fund Report					4
Performance Summary					8
Expense Example					10
Portfolio of Investments					12
Statement of Assets and Liabilities					16
Statement of Operations					17
Statements of Changes in Net Assets					18
Notes to Financial Statements					19
Financial Highlights					37
Report of Independent Registered Public Accounting Firm					42
U.S. Privacy Policy					43
Trustee and Officer Information					48