Morgan Stanley Series Funds 522 Fifth Avenue New York, NY 10036 July 31, 2008 Securities and Exchange Commission Judiciary Plaza 100 F Street, NE Washington, D.C. 20549 Attention: Larry Greene, Division of Investment Management Mail Stop 0505 RE: MORGAN STANLEY SERIES FUNDS: MORGAN STANLEY ALTERNATIVE OPPORTUNITIES FUND (FILE NO. 333-143505) Dear Mr. Greene: Thank you for your telephonic comments regarding the registration statement on Form N-1A for Morgan Stanley Series Funds (the "Trust") filed with the Securities and Exchange Commission (the "Commission") on May 6, 2008 relating to the establishment of the Morgan Stanley Alternative Opportunities Fund (the "Fund"), a portfolio of the Trust. Below, we describe the changes made to the registration statement in response to the Staff's comments and provide any responses to or any supplemental explanations of such comments, as requested. These changes will be reflected in Post-Effective Amendment No. 8 to the Fund's registration statement on Form N-1A, which will be filed via EDGAR on or about July 31, 2008. GENERAL COMMENTS TO FORM N-1A COMMENT 1. PLEASE FILE A LETTER RESPONDING TO THESE COMMENTS FROM THE STAFF OF THE COMMISSION THAT INCORPORATES THE "TANDY" INFORMATION VIA EDGAR. Response 1. This Commission response letter, which incorporates the "Tandy" information, will be filed via EDGAR as correspondence separate from the registration statement filing. COMMENT 2. WE REMIND THE FUND OF ITS OBLIGATION TO FILE ELECTRONIC REPORTS WITH RESPECT TO ITS FIDELITY BOND COVERAGE UNDER RULE 17G-1(G) UNDER THE INVESTMENT COMPANY ACT OF 1940 (THE "1940 ACT"). Response 2. The Fund acknowledges its obligation to file electronic reports with respect to its fidelity bond coverage under Rule 17g-1(g) of the 1940 Act and intends to comply with Rule 17g-1(g) by filing its fidelity bond electronically with the Commission. COMMENTS TO THE PROSPECTUS COMMENT 3. PLEASE CONFIRM THAT ADEQUATE DISCLOSURE RELATING TO THE NATURE OF, AND TURMOIL IN, THE CURRENT MARKET HAS BEEN INCLUDED, IF APPLICABLE. Response 3. We believe that the current disclosure is adequate for the Fund.
COMMENT 4. FURTHER DEFINE "ALTERNATIVE OR NON-TRADITIONAL ASSET CLASSES" IN THE SECTION ENTITLED "THE FUND-PRINCIPAL INVESTMENT STRATEGIES." Response 4. The disclosure has been revised accordingly. COMMENT 5. CONSIDER ADDING DISCLOSURE NOTING THE RISK TO THE FUND OF NOT RECEIVING THE EXEMPTIVE RELIEF DESCRIBED CURRENTLY IN THE PROSPECTUS. Response 5. The disclosure has been revised accordingly. COMMENT 6. PROVIDE CLARIFICATION AS TO WHETHER THE INVESTMENT COMMITTEE HAS A SECTION 15 AGREEMENT WITH THE FUND. Response 6. The Investment Committee will be comprised only of portfolio managers and investment professionals that are employed by the Investment Adviser and the Sub-Adviser. Because the Investment Adviser and the Sub-Adviser have agreements in place with respect to the Fund that comply with Section 15 of the 1940 Act, we do not believe that an additional Section 15 Agreement is necessary. COMMENT 7. ADD DISCLOSURE EXPLAINING HOW A SHAREHOLDER CAN OBTAIN FINANCIAL INFORMATION RELATING TO THE UNDERLYING FUNDS. Response 7. The disclosure has been revised accordingly. COMMENT 8. PROVIDE CLARIFICATION AS TO THE IDENTITY OF THE "ISSUER" REFERENCED IN THE FIFTH SENTENCE OF THE SECTION OF THE PROSPECTUS ENTITLED "THE FUND-ADDITIONAL RISK INFORMATION-STRUCTURED PRODUCTS." Response 8. This section has been revised to reflect that the issuer referenced in this section is the underlying investment that serves as the reference obligation for the structured product. COMMENT 9. SHOULD THE REFERENCE TO "PRODUCERS" IN THE SECTION OF THE PROSPECTUS ENTITLED "THE FUND-PRINCIPAL RISKS-COMMODITY RISK" BE CHANGED TO "PRODUCERS OR CARTELS?" Response 9. We respectfully acknowledge the comment; however, we believe that the current disclosure is adequate. COMMENT 10. ADD ADDITIONAL DISCLOSURE IN THE SECTION ENTITLED "THE FUND-PRINCIPAL RISKS-NON-DIVERSIFICATION RISK" CLARIFYING THAT THIS RISK IS APPLICABLE TO THE FUND AS WELL AS THE UNDERLYING FUNDS. Response 10. This disclosure has been revised accordingly. COMMENT 11. PLEASE CONFIRM SUPPLEMENTALLY THAT THERE IS NO PROVISION FOR THE RECOUPMENT OR RECAPTURE OF FEES THAT HAVE BEEN WAIVED. Response 11. The Investment Manager may not recoup or recapture waived fees.
COMMENT 12. IN THE LAST FOOTNOTE FOLLOWING THE TABLE PRESENTING THE ADVISORY FEES OF THE UNDERLYING FUNDS, PROVIDE THE DATE THAT MORGAN STANLEY COMMODITIES ALPHA PORTFOLIO COMMENCED OPERATIONS. Response 12. This disclosure has been revised accordingly. COMMENTS TO THE STATEMENT OF ADDITIONAL INFORMATION COMMENT 13. ADD THE LAST SENTENCE OF THE FIRST PARAGRAPH OF THE SECTION ENTITLED "DESCRIPTION OF THE FUND AND ITS INVESTMENTS AND RISKS-ADDRESSSTREETINVESTMENT STRATEGIES AND RISKS-INVESTMENT COMPANY SECURITIES" TO THE PROSPECTUS. Response 13. This disclosure has been added to the prospectus. COMMENT 14. WITH RESPECT TO INVESTMENT RESTRICTION 1, PLEASE CONFIRM THAT THE FUND'S CONCENTRATION IN THE MUTUAL FUND INDUSTRY IS LIMITED TO OPEN-ENDED FUNDS. Response 14. The disclosure has been revised to note that the Fund will concentrate in the investment company placeStateindustry. COMMENT 15. FUNDAMENTAL INVESTMENT RESTRICTIONS 2 (BORROWING) AND 3 (SENIOR SECURITIES) INDICATE THAT THE FUND MAY ENGAGE IN THESE ACTIVITIES TO THE EXTENT PERMITTED BY THE RULES. EXPLAIN WHAT IS PERMITTED UNDER THESE POLICIES. FOR EXAMPLE, HOW MUCH MAY THE FUND BORROW UNDER THE 1940 ACT. Response 15. A discussion of these policies is set forth under "Description of the Fund and its Investments and Risks-addressStreetInvestment Strategies and Risks-Borrowing." COMMENT 16. CONSIDER PRESENTING THE DATA DESCRIBING THE OTHER ACCOUNTS MANAGED BY THE PORTFOLIO MANAGERS OF THE FUND IN TABULAR FORMAT. Response 16. We respectfully acknowledge the comment; however, we believe that the format of the current disclosure complies with Form N-1A and is not confusing to investors. As you have requested and consistent with Commission Release 2004-89, the Fund hereby acknowledges that: o the Fund is responsible for the adequacy and accuracy of the disclosure in the filings; o the Staff's comments or changes to disclosure in response to Staff comments in the filings reviewed by the Staff do not foreclose the Commission from taking any action with respect to the filings; and o the Fund may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the country-regionplaceUnited States. If you would like to discuss any of these responses in further detail or if you have any questions, please feel free to contact me at (212) 296-6982. Thank you. Best regards, /s/ Edward J. Meehan, Jr.
