As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 4/21/10  Morgan Stanley Int’l Smallcap Fd  N-8F                   1:68K                                    Merrill Corp-MD/FA

Document/Exhibit                   Description                      Pages   Size 

 1: N-8F        Application for Deregistration of a Registered      HTML     45K 
                          Investment Company                                     

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Form N-8F

 

Application for Deregistration of Certain Registered Investment Companies.

 

I.              General Identifying Information

 

1.             Reason fund is applying to deregister (check only one; for descriptions, see Instruction 1 above):

 

o                                    Merger

 

x                                  Liquidation

 

o                                    Abandonment of Registration
(Note:  Abandonments of Registration answer only questions 1 through 15, 24 and 25 of this form and complete verification at the end of the form.)

 

o                                    Election of status as a Business Development Company (Note:  Business Development Companies answer only questions 1 through 10 of this form and complete verification at the end of the form.)

 

2.             Name of fund:  Morgan Stanley International SmallCap Fund

 

3.             Securities and Exchange Commission File No.:  811–7169

 

4.             Is this an initial Form N-8F or an amendment to a previously filed Form N-8F?

 

x                                  Initial Application                o            Amendment

 

5.             Address of Principal Executive Office (include No. & Street, City, State, Zip Code):

 

Morgan Stanley International SmallCap Fund
c/o Morgan Stanley Investment Advisors Inc.
522 Fifth Avenue
New York, New York 10036

 

6.             Name, address and telephone number of individual the Commission staff should contact with any questions regarding this form:

 

Joseph C. Benedetti, Esq.
Morgan Stanley Investment Advisors Inc.
522 Fifth Avenue
New York, New York 10036
Tel:         212-296-6969

 

 

7.             Name, address and telephone number of individual or entity responsible for maintenance and preservation of fund records in accordance with rules 31a-l and 31a-2 under the Act [17 CFR 270.31a-l, 31a-2]:

 

NOTE:    Once deregistered, a fund is still required to maintain and preserve the records described in rules 31a-l and 3la-2 for the periods specified in those rules.

 

Morgan Stanley Services Company Inc.
Harborside Financial Center, Plaza Two
7th Floor
Jersey City, New Jersey 07311

 

8.             Classification of fund (check only one):

 

x                                  Management company;

 

o                                    Unit investment trust; or

 

o                                    Face-amount certificate company.

 

9.             Subclassification if the fund is a management company (check only one):

 

x                                  Open-end                              o            Closed-end

 

10.           State law under which the fund was organized or formed (e.g., Delaware, Massachusetts):

 

Massachusetts

 

11.           Provide the name and address of each investment adviser of the fund (including sub-advisers) during the last five years, even if the fund’s contracts with those advisers have been terminated:

 

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

 

12.           Provide the name and address of each principal underwriter of the fund during the last five years, even if the fund’s contracts with those underwriters have been terminated:

 

Morgan Stanley Distributors Inc.
522 Fifth Avenue
New York, New York 10036

 

13.           If the fund is a unit investment trust (“UIT”) provide:

 

Not Applicable

 

(a)           Depositor’ name(s) and address(es)

 

(b)           Trustee’s name(s) and address(es)

 

14.           Is there a UIT registered under the Act that served as a vehicle for investment in the fund (e.g., an insurance company separate account)?

 

o Yes                    x No

 

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If Yes, for each UIT state:

 

Name(s):

 

File No. : 811-           

 

Business Address:

 

15.           (a)           Did the fund obtain approval from the board of directors concerning the decision to engage in a Merger, Liquidation or Abandonment of Registration?

 

x Yes                    o No

 

If Yes, state the date on which the board vote took place:

 

April 25, 2008

 

If No, explain:

 

(b)           Did the fund obtain approval from the shareholders concerning the decision to engage in a Merger, Liquidation or Abandonment of Registration?

 

x Yes                    o No

 

If Yes, state the date on which the shareholder vote took place:

 

July 16, 2008

 

If No, explain:

 

II.            Distributions to Shareholders

 

16.           Has the fund distributed any assets to its shareholders in connection with the Merger or Liquidation?

 

x Yes                    o No

 

(a)           If Yes, list the date(s) on which the fund made those distributions:

 

July 24, 2008 and July 30, 2008

 

(b)           Were the distributions made on the basis of net assets?

 

x Yes                    o No

 

(c)           Were the distributions made pro rata based on share ownership?

 

x Yes                    o No

 

(d)           If No to (b) or (c) above, describe the method of distributions to shareholders. For Mergers, provide the exchange ratio(s) used and explain how it was calculated:

 

(e)           Liquidations only:

 

Were any distributions to shareholders made in kind?

 

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o Yes                    x No

 

If Yes, indicate the percentage of fund shares owned by affiliates, or any other affiliation of shareholders:

 

17.           Closed-end funds only:
Has the fund issued senior securities? Not Applicable

 

o Yes                    o No

 

If Yes, describe the method of calculating payments to senior securityholders and distributions to other shareholders:

 

18.           Has the fund distributed all of its assets to the fund’s shareholders?

 

x Yes                    o No

 

If No,

 

(a)           How many shareholders does the fund have as of the date this form is filed?

 

(b)           Describe the relationship of each remaining shareholder to the fund:

 

19.           Are there any shareholders who have not yet received distributions in complete liquidation of their interests?

 

o Yes                    x No

 

If Yes, describe briefly the plans (if any) for distributing to, or preserving the interests of, those shareholders:

 

III.           Assets and Liabilities

 

20.           Does the fund have any assets as of the date this form is filed?
(See question 18 above)

 

o Yes                    x No

 

If Yes,

 

(a)           Describe the type and amount of each asset retained by the fund as of the date this form is filed:

 

(b)           Why has the fund retained the remaining assets?

 

(c)           Will the remaining assets be invested in securities?

 

o Yes                    o No

 

21.           Does the fund have any outstanding debts (other than face-amount certificates if the fund is a face-amount certificate company) or any other liabilities?

 

o Yes                    x No

 

If Yes,

 

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(a)           Describe the type and amount of each debt or other liability:

 

(b)           How does the fund intend to pay these outstanding debts or other liabilities?

 

IV.           Information About Event(s) Leading to Request For Deregistration

 

22.           (a)           List the expenses incurred in connection with the Merger or Liquidation:

 

(i)            Legal expenses:

 

$7,088.55

 

(ii)           Other expenses (list and identify separately)

 

Stockholder Reporting

$

34,017.46

 

(iii)          Total expenses (sum of lines (i) - (iii) above):

 

$41,106.01

 

(b)           How were those expenses allocated?

 

See 22(a) (i), (ii) and (iii) above.

 

(c)           Who paid those expenses?

 

Morgan Stanley Investment Advisors Inc.

 

(d)           How did the fund pay for unamortized expenses (if any)?

 

Not Applicable

 

23.           Has the fund previously filed an application for an order of the Commission regarding the Merger or Liquidation?

 

o Yes                    x No

 

If Yes, cite the release numbers of the Commission’s notice and order or, if no notice or order has been issued, the file number and date the application was filed:

 

V.            Conclusion of Fund Business

 

24.           Is the fund a party to any litigation or administrative proceeding?

 

o Yes                    x No

 

If Yes, describe the nature of any litigation or proceeding and the position taken by the fund in that litigation:

 

25.           Is the fund now engaged, or intending to engage, in any business activities other than those necessary for winding up its affairs?

 

o Yes                    x No

 

If Yes, describe the nature and extent of those activities:

 

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VI            Mergers Only

 

Not Applicable

 

26.           (a)           State the name of the fund surviving the Merger:

 

(b)           State the Investment Company Act file number of the fund surviving the Merger:

 

811-               

 

(c)           If the merger or reorganization agreement has been filed with the Commission, state the file number(s), form type used and date the agreement was filed:

 

(d)           If the merger or reorganization agreement has not been filed with the Commission, provide a copy of the agreement as an exhibit to this form.

 

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