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) Stefanie V. Chang Yu, 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: 7/1/08 - 6/30/09 ******************************* FORM N-Px REPORT ******************************* ICA File Number: 811-08283 Reporting Period: 07/01/2008 - 06/30/2009 Morgan Stanley Multi-Asset Class Fund ==================== MORGAN STANLEY MULTI-ASSET CLASS FUND ===================== MORGAN STANLEY JAPAN FUND Ticker: JPNDX Security ID: 616947404 Meeting Date: JUL 16, 2008 Meeting Type: Special Record Date: APR 28, 2008 # Proposal Mgt Rec Vote Cast* Sponsor 1 Approval of a Plan of Liquidation and For 84.4% For Management Dissolution 9.9% Against 5.4% Abstain * Echo votes, reflecting proportions of votes cast by holders at a 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 Fund of Funds By (Signature and Title)* /s/ Randy Takian ---------------------------------------- Randy Takian President and Principal Executive Officer - Office of the Funds Date August 28, 2009 * Print the name and title of each signing officer under his or her signature.