When comparing MSI's GeForce GTX 465 Twin Frozr II to the NVIDIA reference design, there is absolutely nothing to complain about. MSI has instead improved on several things. First, and foremost, the fan noise is considerably reduced. Whereas the GTX 465 under full load sounded very pronounced, the MSI version is whisper quiet. If you are looking for a upper midrange NVIDIA card that emits low noise, this is the card to get. Thanks to the cooler, the operating temperatures are also lower than on the reference design which also has a positive effect on power consumption, especially during gaming.
Unfortunately the general GTX 465 issues have remained the same. Once you crank up the resolution the card is quickly losing ground against similar priced models, it is still fine to play most games with full details at mainstream resolutions. Another thing that may cause potential buyers to hesitate is that NVIDIA will soon release their GF104 GPU which will end up on models like the GeForce GTX 460 that many people expect to replace the GTX 465.
Overall I have to applaud MSI for their thermal solution which handles the GF100 GPU very well at minimal noise levels. It also nice to see a very justified price increase of only $10 over the reference design. If you are in the market for a GTX 465, then the MSI GTX 465 Twin Frozr II is the way to go.