UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM N-PX ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED MANAGEMENT INVESTMENT COMPANY INVESTMENT COMPANY ACT FILE NUMBER 811-08283 MORGAN STANLEY MULTI-ASSET CLASS FUND (Exact name of registrant as specified in charter) 522 Fifth Avenue, New York, New York 10036 (Address of principal executive offices) (Zip code) Amy Doberman, Esq. Managing Director Morgan Stanley Investment Advisors Inc. 522 Fifth Avenue New York, New York 10036 (Name and address of agent for service) Registrant's telephone number, including area code: 800-869-6397 Date of fiscal year end: 9/30 Date of reporting period: 7/1/07 -- 6/30/08 ******************************* FORM N-Px REPORT ******************************* ICA File Number: 811-08283 Reporting Period: 07/01/2007 - 06/30/2008 Morgan Stanley Multi-Asset Class Fund ==================== MORGAN STANLEY MULTI-ASSET CLASS FUND ===================== MORGAN STANLEY FOCUS GROWTH FUND Ticker: AMOBX Security ID: 616933206 Meeting Date: AUG 1, 2007 Meeting Type: Special Record Date: MAY 17, 2007 # Proposal Mgt Rec Vote Cast* Sponsor - ----- ----------------------------------------- --------- ----------- ---------- 1 Approval of a proposal to change the For 77% For Management classification of Morgan Stanley Focus 9% Against Growth Fund from a diversified fund to a 14% Abstain non-diversified fund. 2 Approval of a proposal to modify the For 77% For Management investment objective of Morgan Stanley 9% Against Focus Growth Fund by removing the words 14% Abstain "consistent with an effort to reduce volatility" from the investment obective. * Echo votes reflect proportions of votes cast by holders generally at fixed point before meeting. ========== END NPX REPORT SIGNATURES Pursuant to the requirements of 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. (Registrant): Morgan Stanley Multi-Asset Class Fund By (Signature and Title): /s/ Ronald E. Robison - ------------------------------------ President and Principal Executive Officer -- Office of the Funds Date August 28, 2008 2