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 811-22075

                           Morgan Stanley Series 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: 10/31

Date of reporting period: 7/1/08 - 6/30/09

******************************* FORM N-Px REPORT *******************************

ICA File Number: 811-22075
Reporting Period: 07/01/2008 - 06/30/2009
Morgan Stanley Series Funds









================ MORGAN STANLEY ALTERNATIVE OPPORTUNITIES FUND =================

There is no proxy voting activity for the fund, as the fund did not hold any
votable positions during the reporting period.



==================== MORGAN STANLEY COMMODITIES ALPHA FUND =====================

There is no proxy voting activity for the fund, as the fund did not hold any
votable positions during the reporting period.



============= MORGAN STANLEY DIVERSIFIED INTERNATIONAL EQUITY FUND =============


BRITISH AIRWAYS PLC

Ticker:       BAY            Security ID:  G14980109
Meeting Date: JUL 15, 2008   Meeting Type: Annual
Record Date:

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Accept Financial Statements and         For       For          Management
      Statutory Reports
2     Approve Remuneration Report             For       For          Management
3     Approve Final Dividend of 5 Pence Per   For       For          Management
      Ordinary Share
4     Re-elect Willie Walsh as Director       For       For          Management
5     Re-elect Maarten van den Bergh as       For       For          Management
      Director
6     Re-elect Baroness Kingsmill as Director For       For          Management
7     Re-elect Ken Smart as Director          For       For          Management
8     Re-elect Baroness Symons as Director    For       For          Management
9     Reappoint Ernst & Young LLP as Auditors For       For          Management
      of the Company
10    Authorise Board to Fix Remuneration of  For       For          Management
      Auditors
11    Auth. Company and its Subsidiaries to   For       For          Management
      Make EU Political Donations to
      Political Parties and Independent
      Election Candidates up to GBP 0.1M, to
      Political Org. Other Than Political
      Parties up to GBP 0.1M and Incur EU
      Political Expenditure up to GBP 0.1M
12    Authorise Issue of Equity or            For       For          Management
      Equity-Linked Securities with
      Pre-emptive Rights up to Aggregate
      Nominal Amount of GBP 95,000,000
13    Authorise Issue of Equity or            For       For          Management
      Equity-Linked Securities without
      Pre-emptive Rights up to Aggregate
      Nominal Amount of GBP 14,400,000
14    Authorise up to Ten Percent of          For       For          Management
      Aggregate Nominal Amount of the
      Company's Issued Ordinary Share Capital
      for Market Purchase
15    Adopt New Articles of Association       For       For          Management


- --------------------------------------------------------------------------------

BRITISH ENERGY GROUP PLC

Ticker:       BGY            Security ID:  G1531P152
Meeting Date: JUL 17, 2008   Meeting Type: Annual
Record Date:

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Accept Financial Statements and         For       For          Management
      Statutory Reports
2     Elect Robert Walvis as Director         For       For          Management
3     Re-elect Ian Harley as Director         For       For          Management
4     Re-elect David Pryde as Director        For       For          Management
5     Re-elect Sir Adrian Montague as         For       For          Management
      Director
6     Reappoint PricewaterhouseCoopers LLP as For       For          Management
      Auditors of the Company
7     Authorise the Audit Committee to Fix    For       For          Management
      Remuneration of Auditors
8     Approve Final Dividend of 13.6 Pence    For       For          Management
      Per Ordinary Share
9     Approve Remuneration Report             For       For          Management
10    Adopt New Articles of Association       For       For          Management
11    Authorise Issue of Equity or            For       For          Management
      Equity-Linked Securities with
      Pre-emptive Rights up to Aggregate
      Nominal Amount of GBP 34,118,000
12    Authorise Issue of Equity or            For       For          Management
      Equity-Linked Securities without
      Pre-emptive Rights up to Aggregate
      Nominal Amount of GBP 5,169,000


- --------------------------------------------------------------------------------

BRITISH LAND COMPANY PLC, THE

Ticker:       BLND           Security ID:  G15540118
Meeting Date: JUL 11, 2008   Meeting Type: Annual
Record Date:

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Accept Financial Statements and         For       For          Management
      Statutory Reports
2     Approve Final Dividend of 8.75 Pence    For       For          Management
      Per Ordinary Share
3     Re-elect Stephen Hester as Director     For       For          Management
4     Re-elect Graham Roberts as Director     For       For          Management
5     Reappoint Deloitte & Touche LLP as      For       For          Management
      Auditors of the Company
6     Authorise Board to Fix Remuneration of  For       For          Management
      Auditors
7     Approve Remuneration Report             For       For          Management
8     Authorise Issue of Equity or            For       For          Management
      Equity-Linked Securities with
      Pre-emptive Rights up to Aggregate
      Nominal Amount of GBP 42,578,925
9     Authorise Issue of Equity or            For       For          Management
      Equity-Linked Securities without
      Pre-emptive Rights up to Aggregate
      Nominal Amount of GBP 6,386,838
10    Authorise 51,094,711 Ordinary Shares    For       For          Management
      for Market Purchase
11    Adopt New Articles of Association       For       For          Management
12    Conditional Upon the Passing of         For       For          Management
      Resolution 11, Amend Articles of
      Association Re: Directors' Conflicts of
      Interest
13    Amend The British Land Company Fund     For       For          Management
      Managers' Performance Plan
14    Conditional Upon the Passing of         For       For          Management
      Resolution 13, Apply the Amendments to
      the FMPP with Effect From the Start of
      the Financial Year Commencing 1st April
      2007


- --------------------------------------------------------------------------------

BT GROUP PLC

Ticker:       BTGOF          Security ID:  G16612106
Meeting Date: JUL 16, 2008   Meeting Type: Annual
Record Date:

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Accept Financial Statements and         For       For          Management
      Statutory Reports
2     Approve Remuneration Report             For       For          Management
3     Approve Final Dividend of 10.4 Pence    For       For          Management
      Per Ordinary Share
4     Re-elect Hanif Lalani as Director       For       For          Management
5     Re-elect Carl Symon as Director         For       For          Management
6     Elect Sir Michael Rake as Director      For       For          Management
7     Elect Gavin Patterson as Director       For       For          Management
8     Elect Eric Daniels as Director          For       For          Management
9     Elect Patricia Hewitt as Director       For       For          Management
10    Reappoint PricewaterhouseCoopers LLP as For       For          Management
      Auditors of the Company
11    Authorise Board to Fix Remuneration of  For       For          Management
      Auditors
12    Authorise Issue of Equity or            For       For          Management
      Equity-Linked Securities with
      Pre-emptive Rights up to Aggregate
      Nominal Amount of GBP 127,000,000
13    Authorise Issue of Equity or            For       For          Management
      Equity-Linked Securities without
      Pre-emptive Rights up to Aggregate
      Nominal Amount of GBP 21,000,000
14    Authorise 774,000,000 Ordinary Shares   For       For          Management
      for Market Purchase
15    Authorise British Telecommunications    For       For          Management
      plc to Make EU Political Donations to
      Political Parties and/or Independent
      Election Candidates up to GBP 75,000
      and to Political Organisations Other
      Than Political Parties up to GBP 25,000


- --------------------------------------------------------------------------------

INVENSYS PLC

Ticker:       ISYS           Security ID:  G49133161
Meeting Date: JUL 18, 2008   Meeting Type: Annual
Record Date:

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Accept Financial Statements and         For       For          Management
      Statutory Reports
2     Approve Remuneration Report             For       Against      Management
3     Re-elect Bay Green as Director          For       For          Management
4     Reappoint Ernst & Young LLP as Auditors For       For          Management
      of the Company
5     Authorise Board to Fix Remuneration of  For       For          Management
      Auditors
6     Authorise Issue of Equity or            For       For          Management
      Equity-Linked Securities with
      Pre-emptive Rights up to Aggregate
      Nominal Amount of GBP 26,307,729
7     Subject to the Passing of Resolution 6, For       For          Management
      Authorise Issue of Equity or
      Equity-Linked Securities without
      Pre-emptive Rights up to Aggregate
      Nominal Amount of GBP 3,986,019
8     Adopt New Articles of Association       For       For          Management


- --------------------------------------------------------------------------------

JOHNSON ELECTRIC HOLDINGS LTD.

Ticker:                      Security ID:  G5150J140
Meeting Date: JUL 24, 2008   Meeting Type: Annual
Record Date:  JUL 18, 2008

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Accept Consolidated Financial           For       For          Management
      Statements and Statutory Reports
2     Approve Final Dividend                  For       For          Management
3a    Reelect Yik-Chun Kwoo Wang as Director  For       Against      Management
3b    Reelect Peter Stuart Allenby Edwards as For       For          Management
      Director
3c    Reelect Patrick Blackwell Paul as       For       Against      Management
      Director
3d    Reelect Michael John Enright as         For       For          Management
      Director
4     Approve Remuneration of Directors       For       For          Management
5     Reappoint PricewaterhouseCoopers as     For       For          Management
      Auditors and Authorize Board to Fix
      Their Remuneration
6     Fix Number of Directors at 15 and       For       For          Management
      Authorize Board to Appoint Additional
      Directors Up to Such Maximum Number
7     Approve Issuance of Equity or           For       Against      Management
      Equity-Linked Securities without
      Preemptive Rights
8     Authorize Repurchase of Up to 10        For       For          Management
      Percent of Issued Share Capital
9     Authorize Reissuance of Repurchased     For       Against      Management
      Shares


- --------------------------------------------------------------------------------

JOHNSON MATTHEY PLC

Ticker:       JMAT           Security ID:  G51604109
Meeting Date: JUL 22, 2008   Meeting Type: Annual
Record Date:

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Accept Financial Statements and         For       For          Management
      Statutory Reports
2     Approve Remuneration Report             For       For          Management
3     Approve Final Dividend of 26.0 Pence    For       For          Management
      Per Ordinary Share
4     Elect Dorothy Thompson as Director      For       For          Management
5     Re-elect David Morgan as Director       For       For          Management
6     Re-elect Alan Thomson as Director       For       For          Management
7     Re-elect Robert Walvis as Director      For       For          Management
8     Reappoint KPMG Audit plc as Auditors of For       For          Management
      the Company
9     Authorise Board to Fix Remuneration of  For       For          Management
      Auditors
10    Auth. Company and its Subsidiaries to   For       For          Management
      Make EU Political Donations to
      Political Parties or Independent
      Election Candidates up to GBP 50,000,
      to Political Org. Other Than Political
      Parties up to GBP 50,000 and Incur EU
      Political Expenditure up to GBP 50,000
11    Authorise Issue of Equity or            For       For          Management
      Equity-Linked Securities with
      Pre-emptive Rights up to Aggregate
      Nominal Amount of GBP 70,876,387
12    Subject to the Passing of Resolution    For       For          Management
      11, Authorise Issue of Equity or
      Equity-Linked Securities without
      Pre-emptive Rights up to Aggregate
      Nominal Amount of GBP 11,033,680
13    Authorise 21,467,573 Ordinary Shares    For       For          Management
      for Market Purchase
14    Adopt New Articles of Association       For       For          Management


- --------------------------------------------------------------------------------

MARKS & SPENCER GROUP PLC

Ticker:       MKS            Security ID:  G5824M107
Meeting Date: JUL 9, 2008    Meeting Type: Annual
Record Date:

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Accept Financial Statements and         For       For          Management
      Statutory Reports
2     Approve Remuneration Report             For       Against      Management
3     Approve Final Dividend of 14.2 Pence    For       For          Management
      Per Ordinary Share
4     Elect Kate Bostock as Director          For       For          Management
5     Elect Steven Esom as Director           For       For          Management
6     Re-elect Sir Stuart Rose as Director    For       For          Management
7     Re-elect Steven Sharp as Director       For       For          Management
8     Reappoint PricewaterhouseCoopers LLP as For       For          Management
      Auditors of the Company
9     Authorise the Audit Committee to Fix    For       For          Management
      Remuneration of Auditors
10    Authorise Issue of Equity or            For       For          Management
      Equity-Linked Securities with
      Pre-emptive Rights up to Aggregate
      Nominal Amount of GBP 132,142,878
11    Authorise Issue of Equity or            For       For          Management
      Equity-Linked Securities without
      Pre-emptive Rights up to Aggregate
      Nominal Amount of GBP 19,821,432
12    Authorise 158,500,000 Ordinary Shares   For       For          Management
      for Market Purchase
13    Adopt New Articles of Association       For       For          Management


- --------------------------------------------------------------------------------

SUEZ

Ticker:       SZE            Security ID:  F90131115
Meeting Date: JUL 16, 2008   Meeting Type: Annual/Special
Record Date:  JUL 11, 2008

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Approve Merger by Absorption of Rivolam For       For          Management
2     Approve Spin-Off of Suez Environnement  For       For          Management
3     Approve Distribution of 65 percent of   For       For          Management
      Suez Environnement to Suez's
      Shareholders
4     Approve Special Auditors' Report        For       For          Management
      Regarding Related-Party Transactions
5     Approve Merger by Absorption of Suez by For       For          Management
      GDF
6     Authorize Filing of Required            For       For          Management
      Documents/Other Formalities


- --------------------------------------------------------------------------------

TATE & LYLE PLC

Ticker:       TATYF          Security ID:  G86838128
Meeting Date: JUL 23, 2008   Meeting Type: Annual
Record Date:

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Accept Financial Statements and         For       For          Management
      Statutory Reports
2     Approve Remuneration Report             For       For          Management
3     Approve Final Dividend of 16.1 Pence    For       For          Management
      Per Ordinary Share
4     Re-elect Dr Barry Zoumas as Director    For       For          Management
5     Re-elect Sir David Lees as Director     For       For          Management
6     Reappoint PricewaterhouseCoopers LLP as For       For          Management
      Auditors of the Company
7     Authorise Board to Fix Remuneration of  For       For          Management
      Auditors
8     Authorise 45,788,628 Ordinary Shares    For       For          Management
      for Market Purchase
9     Authorise Issue of Equity or            For       For          Management
      Equity-Linked Securities with
      Pre-emptive Rights up to Aggregate
      Nominal Amount of GBP 38,157,190
10    Authorise Issue of Equity or            For       For          Management
      Equity-Linked Securities without
      Pre-emptive Rights up to Aggregate
      Nominal Amount of GBP 5,723,578
11    Authorise the Company to Make EU        For       For          Management
      Political Donations to Political
      Organisations up to GBP 100,000 and
      Incur EU Political Expenditure up to
      GBP 100,000
12    Adopt New Articles of Association       For       For          Management




=============== MORGAN STANLEY DIVERSIFIED LARGE CAP EQUITY FUND ===============


CENTEX CORP.

Ticker:       CTX            Security ID:  152312104
Meeting Date: JUL 10, 2008   Meeting Type: Annual
Record Date:  MAY 19, 2008

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Barbara T. Alexander     For       For          Management
1.2   Elect Director Timothy R. Eller         For       For          Management
1.3   Elect Director James J. Postl           For       For          Management
2     Ratify Auditors                         For       For          Management
3     Amend Articles of Incorporation to      For       For          Management
      Remove Certain Provisions
4     Approve Executive Incentive Bonus Plan  For       For          Management
5     Amend Omnibus Stock Plan                For       For          Management
6     Amend Omnibus Stock Plan                For       For          Management
7     Adopt Greenhouse Gas Goals for Products Against   For          Shareholder
      and Operations
8     Declassify the Board of Directors       Against   For          Shareholder




===================== MORGAN STANLEY MULTI-CAP ALPHA FUND ======================


3M CO

Ticker:       MMM            Security ID:  88579Y101
Meeting Date: MAY 12, 2009   Meeting Type: Annual
Record Date:  MAR 13, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Linda G. Alvarado        For       For          Management
1.2   Elect Director George W. Buckley        For       For          Management
1.3   Elect Director Vance D. Coffman         For       For          Management
1.4   Elect Director Michael L. Eskew         For       For          Management
1.5   Elect Director W. James Farrell         For       For          Management
1.6   Elect Director Herbert L. Henkel        For       For          Management
1.7   Elect Director Edward M. Liddy          For       For          Management
1.8   Elect Director Robert S. Morrison       For       For          Management
1.9   Elect Director Aulana L. Peters         For       Against      Management
1.10  Elect Director Robert J. Ulrich         For       For          Management
2     Ratify Auditors                         For       For          Management
3     Amend Bylaws-- Call Special Meetings    Against   For          Shareholder
4     Stock Retention/Holding Period          Against   Abstain      Shareholder


- --------------------------------------------------------------------------------

ALLEGHENY TECHNOLOGIES INCORPORATED

Ticker:       ATI            Security ID:  01741R102
Meeting Date: MAY 7, 2009    Meeting Type: Annual
Record Date:  MAR 11, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Diane C. Creel           For       For          Management
1.2   Elect Director James E. Rohr            For       For          Management
1.3   Elect Director Louis J. Thomas          For       For          Management
1.4   Elect Director Barbara S. Jeremiah      For       For          Management
2     Ratify Auditors                         For       For          Management


- --------------------------------------------------------------------------------

AMGEN, INC.

Ticker:       AMGN           Security ID:  031162100
Meeting Date: MAY 6, 2009    Meeting Type: Annual
Record Date:  MAR 9, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director David Baltimore          For       For          Management
2     Elect Director Frank J. Biondi, Jr.     For       For          Management
3     Elect Director Francois de Carbonnel    For       For          Management
4     Elect Director Jerry D. Choate          For       For          Management
5     Elect Director Vance D. Coffman         For       For          Management
6     Elect Director Frederick W. Gluck       For       For          Management
7     Elect Director Frank C. Herringer       For       For          Management
8     Elect Director Gilbert S. Omenn         For       For          Management
9     Elect Director Judith C. Pelham         For       For          Management
10    Elect Director J. Paul Reason           For       For          Management
11    Elect Director Leonard D. Schaeffer     For       For          Management
12    Elect Director Kevin W. Sharer          For       For          Management
13    Ratify Auditors                         For       For          Management
14    Approve Omnibus Stock Plan              For       For          Management
15    Reduce Supermajority Vote Requirement   For       For          Management
16    Amend Articles/Bylaws/Charter -- Call   Against   For          Shareholder
      Special Meetings
17    Reincorporate in Another State [from    Against   Against      Shareholder
      Delaware to North Dakota ]


- --------------------------------------------------------------------------------

AUTOZONE, INC.

Ticker:       AZO            Security ID:  053332102
Meeting Date: DEC 17, 2008   Meeting Type: Annual
Record Date:  OCT 20, 2008

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director William C. Crowley       For       For          Management
1.2   Elect Director Sue E. Gove              For       For          Management
1.3   Elect Director Earl G. Graves, Jr.      For       For          Management
1.4   Elect Director Robert R. Grusky         For       For          Management
1.5   Elect Director J.R. Hyde, III           For       For          Management
1.6   Elect Director W. Andrew McKenna        For       For          Management
1.7   Elect Director George R. Mrkonic, Jr.   For       For          Management
1.8   Elect Director Luis P. Nieto            For       For          Management
1.9   Elect Director William C. Rhodes, III   For       For          Management
1.10  Elect Director Theodore W. Ullyot       For       For          Management
2     Ratify Auditors                         For       For          Management


- --------------------------------------------------------------------------------

BANK OF NEW YORK MELLON CORP., THE

Ticker:       BK             Security ID:  064058100
Meeting Date: APR 14, 2009   Meeting Type: Annual
Record Date:  FEB 13, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Ruth E. Bruch            For       For          Management
1.2   Elect Director Nicholas M. Donofrio     For       For          Management
1.3   Elect Director Gerald L. Hassell        For       For          Management
1.4   Elect Director Edmund F. Kelly          For       For          Management
1.5   Elect Director Robert P. Kelly          For       For          Management
1.6   Elect Director Richard J. Kogan         For       For          Management
1.7   Elect Director Michael J. Kowalski      For       For          Management
1.8   Elect Director John A. Luke, Jr.        For       For          Management
1.9   Elect Director Robert Mehrabian         For       For          Management
1.10  Elect Director Mark A. Nordenberg       For       For          Management
1.11  Elect Director Catherine A. Rein        For       For          Management
1.12  Elect Director William C. Richardson    For       For          Management
1.13  Elect Director Samuel C. Scott III      For       For          Management
1.14  Elect Director John P. Surma            For       For          Management
1.15  Elect Director Wesley W. von Schack     For       For          Management
2     Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
3     Ratify Auditors                         For       For          Management
4     Provide for Cumulative Voting           Against   Against      Shareholder
5     Stock Retention/Holding Period          Against   For          Shareholder


- --------------------------------------------------------------------------------

BOSTON SCIENTIFIC CORP.

Ticker:       BSX            Security ID:  101137107
Meeting Date: MAY 5, 2009    Meeting Type: Annual
Record Date:  MAR 6, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director John E. Abele            For       For          Management
2     Elect Director Ursula M. Burns          For       Against      Management
3     Elect Director Marye Anne Fox           For       Against      Management
4     Elect Director Ray J. Groves            For       For          Management
5     Elect Director Kristina M. Johnson      For       Against      Management
6     Elect Director Ernest Mario             For       For          Management
7     Elect Director N.J. Nicholas, Jr.       For       Against      Management
8     Elect Director Pete M. Nicholas         For       Against      Management
9     Elect Director John E. Pepper           For       Against      Management
10    Elect Director Uwe E. Reinhardt         For       For          Management
11    Elect Director Warren B. Rudman         For       For          Management
12    Elect Director John E. Sununu           For       For          Management
13    Elect Director James R. Tobin           For       For          Management
14    Ratify Auditors                         For       For          Management
15    Other Business                          For       Against      Management


- --------------------------------------------------------------------------------

CAMERON INTERNATIONAL CORP

Ticker:       CAM            Security ID:  13342B105
Meeting Date: MAY 13, 2009   Meeting Type: Annual
Record Date:  MAR 16, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director C. Baker Cunningham      For       For          Management
1.2   Elect Director Sheldon R. Erikson       For       For          Management
1.3   Elect Director Douglas L. Foshee        For       For          Management
2     Amend Omnibus Stock Plan                For       For          Management
3     Ratify Auditors                         For       For          Management


- --------------------------------------------------------------------------------

CARDINAL HEALTH, INC.

Ticker:       CAH            Security ID:  14149Y108
Meeting Date: JUN 23, 2009   Meeting Type: Special
Record Date:  MAY 15, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Approve Stock Option Exchange Program   For       For          Management


- --------------------------------------------------------------------------------

CHARLES SCHWAB CORP., THE

Ticker:       SCHW           Security ID:  808513105
Meeting Date: MAY 14, 2009   Meeting Type: Annual
Record Date:  MAR 16, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Nancy H. Bechtle         For       For          Management
1.2   Elect Director Walter W. Bettinger II   For       For          Management
1.3   Elect Director C. Preston Butcher       For       For          Management
2     Report on Political Contributions       Against   For          Shareholder
3     Seek Shareholder Approval for Certain   Against   Against      Shareholder
      Death Benefits
4     Amend Corporate Executive Bonus Plan    Against   Against      Shareholder


- --------------------------------------------------------------------------------

CME GROUP INC.

Ticker:       CME            Security ID:  12572Q105
Meeting Date: MAY 13, 2009   Meeting Type: Annual
Record Date:  MAR 16, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Dennis H. Chookaszian    For       For          Management
1.2   Elect Director Robert F. Corvino        For       For          Management
1.3   Elect Director Larry G. Gerdes          For       For          Management
1.4   Elect Director Daniel R. Glickman       For       For          Management
1.5   Elect Director James E. Oliff           For       For          Management
1.6   Elect Director John L. Pietrzak         For       For          Management
1.7   Elect Director Alex J. Pollock          For       Withhold     Management
1.8   Elect Director William R. Shepard       For       For          Management
2     Amend Omnibus Stock Plan                For       For          Management
3     Amend Non-Employee Director Omnibus     For       For          Management
      Stock Plan
4     Amend Executive Incentive Bonus Plan    For       For          Management
5     Ratify Auditors                         For       For          Management


- --------------------------------------------------------------------------------

CMS ENERGY CORP.

Ticker:       CMS            Security ID:  125896100
Meeting Date: MAY 22, 2009   Meeting Type: Annual
Record Date:  MAR 27, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Merribel S. Ayres        For       For          Management
1.2   Elect Director Jon E. Barfield          For       For          Management
1.3   Elect Director Richard M. Gabrys        For       For          Management
1.4   Elect Director David W. Joos            For       For          Management
1.5   Elect Director Philip R. Lochner, Jr.   For       For          Management
1.6   Elect Director Michael T. Monahan       For       For          Management
1.7   Elect Director Joseph F. Paquette, Jr.  For       For          Management
1.8   Elect Director Percy A. Pierre          For       For          Management
1.9   Elect Director Kenneth L. Way           For       For          Management
1.10  Elect Director Kenneth Whipple          For       For          Management
1.11  Elect Director John B. Yasinsky         For       For          Management
2     Ratify Auditors                         For       For          Management
3     Amend Omnibus Stock Plan                For       For          Management
4     Amend Executive Incentive Bonus Plan    For       For          Management
5     Adopt Majority Voting for Uncontested   For       For          Management
      Election of Directors


- --------------------------------------------------------------------------------

COCA-COLA COMPANY, THE

Ticker:       KO             Security ID:  191216100
Meeting Date: APR 22, 2009   Meeting Type: Annual
Record Date:  FEB 23, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Herbert A. Allen         For       For          Management
1.2   Elect Director Ronald W. Allen          For       For          Management
1.3   Elect Director Cathleen P. Black        For       Against      Management
1.4   Elect Director Barry Diller             For       Against      Management
1.5   Elect Director Alexis M. Herman         For       For          Management
1.6   Elect Director Muhtar Kent              For       For          Management
1.7   Elect Director Donald R. Keough         For       For          Management
1.8   Elect Director Maria Elena Lagomsino    For       For          Management
1.9   Elect Director Donald F. McHenry        For       For          Management
1.10  Elect Director Sam Nunn                 For       For          Management
1.11  Elect Director James D. Robinson III    For       Against      Management
1.12  Elect Director Peter V. Ueberroth       For       For          Management
1.13  Elect Director Jacob Wallenberg         For       For          Management
1.14  Elect Director James B. Williams        For       Against      Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named Executive Against   For          Shareholder
      Officers' Compensation
4     Require Independent Board Chairman      Against   For          Shareholder
5     Amend Bylaws to Establish a Board       Against   Against      Shareholder
      Committee on Human Rights
6     Performance-Based Equity Awards         Against   Against      Shareholder


- --------------------------------------------------------------------------------

DIAMOND OFFSHORE DRILLING, INC.

Ticker:       DO             Security ID:  25271C102
Meeting Date: MAY 19, 2009   Meeting Type: Annual
Record Date:  MAR 23, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director James S. Tisch           For       For          Management
1.2   Elect Director Lawrence R. Dickerson    For       For          Management
1.3   Elect Director John R. Bolton           For       For          Management
1.4   Elect Director Charles L. Fabrikant     For       For          Management
1.5   Elect Director Paul G. Gaffney II       For       For          Management
1.6   Elect Director Edward Grebow            For       For          Management
1.7   Elect Director Herbert C. Hofmann       For       For          Management
1.8   Elect Director Arthur L. Rebell         For       Withhold     Management
1.9   Elect Director Raymond S. Troubh        For       Withhold     Management
2     Ratify Auditors                         For       For          Management


- --------------------------------------------------------------------------------

DOLLAR TREE INC.

Ticker:       DLTR           Security ID:  256746108
Meeting Date: JUN 18, 2009   Meeting Type: Annual
Record Date:  APR 17, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Arnold S. Barron         For       For          Management
1.2   Elect Director J. Douglas Perry         For       For          Management
1.3   Elect Director Thomas A. Saunders III   For       Withhold     Management
1.4   Elect Director Carl P. Zeithaml         For       For          Management
2     Declassify the Board of Directors       Against   For          Shareholder


- --------------------------------------------------------------------------------

DOVER CORPORATION

Ticker:       DOV            Security ID:  260003108
Meeting Date: MAY 7, 2009    Meeting Type: Annual
Record Date:  MAR 10, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director D. H. Benson             For       For          Management
1.2   Elect Director R. W. Cremin             For       For          Management
1.3   Elect Director T. J. Derosa             For       For          Management
1.4   Elect Director J-P. M. Ergas            For       For          Management
1.5   Elect Director P. T. Francis            For       For          Management
1.6   Elect Directors K. C. Graham            For       For          Management
1.7   Elect Director J. L. Koley              For       For          Management
1.8   Elect Director R. A. Livingston         For       For          Management
1.9   Elect Director R. K. Lochridge          For       For          Management
1.10  Elect Director B. G. Rethore            For       For          Management
1.11  Elect Director M. B. Stubbs             For       For          Management
1.12  Elect Director M. A. Winston            For       For          Management
2     Amend Omnibus Stock Plan                For       For          Management
3     Amend Executive Incentive Bonus Plan    For       For          Management
4     Report on Climate Change                Against   For          Shareholder
5     Ratify Auditors                         For       For          Management


- --------------------------------------------------------------------------------

ECOLAB, INC.

Ticker:       ECL            Security ID:  278865100
Meeting Date: MAY 8, 2009    Meeting Type: Annual
Record Date:  MAR 10, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Leslie S. Biller         For       For          Management
1.2   Elect Director Jerry A. Grundhofer      For       For          Management
1.3   Elect Director John J. Zillmer          For       For          Management
2     Ratify Auditors                         For       For          Management
3     Amend Executive Incentive Bonus Plan    For       For          Management
4     Declassify the Board of Directors       Against   For          Shareholder


- --------------------------------------------------------------------------------

EMERSON ELECTRIC CO.

Ticker:       EMR            Security ID:  291011104
Meeting Date: FEB 3, 2009    Meeting Type: Annual
Record Date:  NOV 25, 2008

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director A.A. Busch III           For       For          Management
1.2   Elect Director A.F. Golden              For       Withhold     Management
1.3   Elect Director H. Green                 For       For          Management
1.4   Elect Director W.R. Johnson             For       For          Management
1.5   Elect Director J.B. Menzer              For       For          Management
1.6   Elect Director V.R. Loucks, Jr.         For       For          Management
2     Ratify Auditors                         For       For          Management


- --------------------------------------------------------------------------------

EXELON CORPORATION

Ticker:       EXC            Security ID:  30161N101
Meeting Date: APR 28, 2009   Meeting Type: Annual
Record Date:  MAR 2, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director John A. Canning, Jr.     For       For          Management
1.2   Elect Director M. Walter D'Alessio      For       For          Management
1.3   Elect Director Bruce DeMars             For       For          Management
1.4   Elect Director Nelson A. Diaz           For       For          Management
1.5   Elect Director Rosemarie B. Greco       For       For          Management
1.6   Elect Director Paul L. Joskow           For       For          Management
1.7   Elect Director John M. Palms            For       For          Management
1.8   Elect Director John W. Rogers, Jr.      For       For          Management
1.9   Elect Director John W. Rowe             For       For          Management
1.10  Elect Director Stephen D. Steinour      For       For          Management
2     Approve Executive Incentive Bonus Plan  For       For          Management
3     Ratify Auditors                         For       For          Management
4     Report on Global Warming                Against   Against      Shareholder


- --------------------------------------------------------------------------------

EXXON MOBIL CORP.

Ticker:       XOM            Security ID:  30231G102
Meeting Date: MAY 27, 2009   Meeting Type: Annual
Record Date:  APR 6, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director M.J. Boskin              For       For          Management
1.2   Elect Director L.R. Faulkner            For       For          Management
1.3   Elect Director K.C. Frazier             For       For          Management
1.4   Elect Director .W. George               For       For          Management
1.5   Elect Director R.C. King                For       For          Management
1.6   Elect Director M.C. Nelson              For       For          Management
1.7   Elect Director S.J. Palmisano           For       For          Management
1.8   Elect Director S.S Reinemund            For       For          Management
1.9   Elect Director R.W. Tillerson           For       For          Management
1.10  Elect Director E.E. Whitacre, Jr.       For       For          Management
2     Ratify Auditors                         For       For          Management
3     Provide for Cumulative Voting           Against   Against      Shareholder
4     Amend Articles/Bylaws/Charter -- Call   Against   Against      Shareholder
      Special Meetings
5     Reincorporate in Another State [from    Against   Against      Shareholder
      New Jersey to North Dakota]
6     Require Independent Board Chairman      Against   Against      Shareholder
7     Advisory Vote to Ratify Named Executive Against   For          Shareholder
      Officers' Compensation
8     Report on Pay Disparity                 Against   Against      Shareholder
9     Review Anti-discrimination Policy on    Against   Against      Shareholder
      Corporate Sponsorships and Executive
      Perks
10    Amend EEO Policy to Prohibit            Against   For          Shareholder
      Discrimination based on Sexual
      Orientation and Gender Identity
11    Adopt Quantitative GHG Goals for        Against   Abstain      Shareholder
      Products and Operations
12    Report on Climate Change Impacts on     Against   Against      Shareholder
      Emerging Countries
13    Adopt Policy to Increase Renewable      Against   Abstain      Shareholder
      Energy


- --------------------------------------------------------------------------------

FIRST HORIZON NATIONAL CORP

Ticker:       FHN            Security ID:  320517105
Meeting Date: APR 21, 2009   Meeting Type: Annual
Record Date:  FEB 20, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Mark A. Emkes            For       For          Management
1.2   Elect Director D. Bryan Jordan          For       For          Management
1.3   Elect Director R. Brad Martin           For       For          Management
1.4   Elect Director Vicki R. Palmer          For       For          Management
1.5   Elect Director William B. Sansom        For       For          Management
2     Ratify Auditors                         For       Abstain      Management
3     Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation


- --------------------------------------------------------------------------------

FMC TECHNOLOGIES, INC.

Ticker:       FTI            Security ID:  30249U101
Meeting Date: MAY 15, 2009   Meeting Type: Annual
Record Date:  MAR 19, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect DirectorMike R. Bowlin            For       For          Management
1.2   Elect DirectorPhilip J. Burguieres      For       For          Management
1.3   Elect DirectorPeter D. Kinnear          For       For          Management
1.4   Elect DirectorEdward J. Mooney          For       For          Management
1.5   Elect DirectorJames M. Ringler          For       For          Management
2     Increase Authorized Common Stock        For       For          Management


- --------------------------------------------------------------------------------

FTI CONSULTING, INC.

Ticker:       FCN            Security ID:  302941109
Meeting Date: JUN 3, 2009    Meeting Type: Annual
Record Date:  MAR 30, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Denis J. Callaghan       For       For          Management
1.2   Elect Director Matthew F. McHugh        For       For          Management
2     Amend Omnibus Stock Plan                For       For          Management
3     Ratify Auditors                         For       For          Management


- --------------------------------------------------------------------------------

GILEAD SCIENCES, INC.

Ticker:       GILD           Security ID:  375558103
Meeting Date: MAY 6, 2009    Meeting Type: Annual
Record Date:  MAR 9, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Paul Berg                For       For          Management
1.2   Elect Director John F. Cogan            For       For          Management
1.3   Elect Director Etienne F. Davignon      For       For          Management
1.4   Elect Director James M. Denny           For       For          Management
1.5   Elect Director Carla A. Hills           For       For          Management
1.6   Elect Director John W. Madigan          For       For          Management
1.7   Elect Director John C. Martin           For       For          Management
1.8   Elect Director Gordon E. Moore          For       For          Management
1.9   Elect Director Nicholas G. Moore        For       For          Management
1.10  Elect Director Richard J. Whitley       For       For          Management
1.11  Elect Director Gayle E. Wilson          For       For          Management
2     Ratify Auditors                         For       For          Management
3     Amend Omnibus Stock Plan                For       For          Management


- --------------------------------------------------------------------------------

GOOGLE INC

Ticker:       GOOG           Security ID:  38259P508
Meeting Date: MAY 7, 2009    Meeting Type: Annual
Record Date:  MAR 10, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Eric Schmidt             For       For          Management
1.2   Elect Director Sergey Brin              For       For          Management
1.3   Elect Director Larry Page               For       For          Management
1.4   Elect Director L. John Doerr            For       For          Management
1.5   Elect Director John L. Hennessy         For       For          Management
1.6   Elect Director Arthur D. Levinson       For       For          Management
1.7   Elect Director Ann Mather               For       For          Management
1.8   Elect Director Paul S. Otellini         For       For          Management
1.9   Elect Director K. Ram Shriram           For       For          Management
1.10  Elect Director Shirley M. Tilghman      For       For          Management
2     Ratify Auditors                         For       For          Management
3     Amend Omnibus Stock Plan                For       Against      Management
4     Report on Political Contributions       For       For          Shareholder
5     Adopt Policies to Protect Freedom of    Against   Against      Shareholder
      Access to the Internet
6     Adopt Principles for Health Care Reform Against   Against      Shareholder


- --------------------------------------------------------------------------------

HEWLETT-PACKARD COMPANY

Ticker:       HPQ            Security ID:  428236103
Meeting Date: MAR 18, 2009   Meeting Type: Annual
Record Date:  JAN 20, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Lawrence T. Babbio, Jr.  For       For          Management
2     Elect Director Sari M. Baldauf          For       For          Management
3     Elect Director Rajiv L. Gupta           For       For          Management
4     Elect Director John H. Hammergren       For       For          Management
5     Elect Director Mark V. Hurd             For       For          Management
6     Elect Director Joel Z. Hyatt            For       For          Management
7     Elect Director John R. Joyce            For       For          Management
8     Elect Director Robert L. Ryan           For       For          Management
9     Elect Director Lucille S. Salhany       For       For          Management
10    Elect Director G. Kennedy Thompson      For       Against      Management
11    Ratify Auditors                         For       For          Management


- --------------------------------------------------------------------------------

HOME DEPOT, INC.

Ticker:       HD             Security ID:  437076102
Meeting Date: MAY 28, 2009   Meeting Type: Annual
Record Date:  MAR 30, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director F. Duane Ackerman        For       For          Management
2     Elect Director David H. Batchelder      For       For          Management
3     Elect Director Francis S. Blake         For       For          Management
4     Elect Director Ari Bousbib              For       For          Management
5     Elect Director Gregory D. Brenneman     For       For          Management
6     Elect Director Albert P. Carey          For       For          Management
7     Elect Director Armando Codina           For       For          Management
8     Elect Director Bonnie G. Hill           For       For          Management
9     Elect Director Karen L. Katen           For       For          Management
10    Ratify Auditors                         For       For          Management
11    Approve Right to Call Special Meetings  For       For          Management
12    Provide for Cumulative Voting           Against   Against      Shareholder
13    Call Special Meetings                   Against   For          Shareholder
14    Prepare Employment Diversity Report     Against   Against      Shareholder
15    Advisory Vote to Ratify Named Executive Against   For          Shareholder
      Officers' Compensation
16    Assess Energy Use and Establish         Against   For          Shareholder
      Reduction Targets


- --------------------------------------------------------------------------------

HOST HOTELS & RESORTS, INC.

Ticker:       HST            Security ID:  44107P104
Meeting Date: MAY 14, 2009   Meeting Type: Annual
Record Date:  MAR 17, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Roberts M. Baylis        For       For          Management
1.2   Elect Director Terence C. Golden        For       For          Management
1.3   Elect Director Ann M. Korologos         For       For          Management
1.4   Elect Director Richard E. Marriott      For       For          Management
1.5   Elect Director Judith A. McHale         For       For          Management
1.6   Elect Director John B. Morse, Jr.       For       For          Management
1.7   Elect Director W. Edward Walter         For       For          Management
2     Ratify Auditors                         For       For          Management
3     Approve Omnibus Stock Plan              For       For          Management
4     Increase Authorized Common Stock        For       For          Management


- --------------------------------------------------------------------------------

INGERSOLL-RAND COMPANY LIMITED

Ticker:       IR             Security ID:  G4776G101
Meeting Date: JUN 3, 2009    Meeting Type: Annual
Record Date:  APR 6, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect A.C. Berzin as Director           For       For          Management
1b    Elect J. L. Cohon as Director           For       For          Management
1c    Elect G. D. Forsee as Director          For       For          Management
1d    Elect P. C. Godsoe as Director          For       For          Management
1e    Elect E. E. Hagenlocker as Director     For       For          Management
1f    Elect H.L. Henkel as Director           For       For          Management
1g    Elect C. J. Horner as Director          For       For          Management
1h    Elect T. E. Martin as Director          For       For          Management
1i    Elect P. Nachtigal as Director          For       For          Management
1j    Elect O. R. Smith as Director           For       For          Management
1k    Elect R. J. Swift as Director           For       For          Management
1l    Elect T. L. White as Director           For       For          Management
2     Approve an Advisory Proposal Relating   For       For          Management
      to Executive Pay-For-Performance
      Compensation Policies and Procedures
3     Increase Number of Shares Reserved      For       For          Management
      Under 2007 Incentive Stock Plan
4     Approve PricewaterhouseCoopers LLP as   For       For          Management
      independent auditors of the company and
      authorize Board to Fix Their
      Remuneration


- --------------------------------------------------------------------------------

INGERSOLL-RAND COMPANY LIMITED

Ticker:       IR             Security ID:  G4776G101
Meeting Date: JUN 3, 2009    Meeting Type: Court
Record Date:  APR 6, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Approve Scheme of Arrangement           For       For          Management
2     Approve the Creation of Distributable   For       For          Management
      Reserves of Ingersoll-Rand Company
      Limited
3     Adjourn Meeting                         For       For          Management


- --------------------------------------------------------------------------------

INTERNATIONAL BUSINESS MACHINES CORP.

Ticker:       IBM            Security ID:  459200101
Meeting Date: APR 28, 2009   Meeting Type: Annual
Record Date:  FEB 27, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director A. J. P. Belda           For       Against      Management
1.2   Elect Director C. Black                 For       For          Management
1.3   Elect Director W. R. Brody              For       For          Management
1.4   Elect Director K. I. Chenault           For       For          Management
1.5   Elect Director M. L. Eskew              For       For          Management
1.6   Elect Director S. A. Jackson            For       For          Management
1.7   Elect Director T. Nishimuro             For       For          Management
1.8   Elect Director  J. W. Owens             For       For          Management
1.9   Elect Director S. J. Palmisano          For       For          Management
1.10  Elect Director J. E. Spero              For       For          Management
1.11  Elect Director S. Taurel                For       For          Management
1.12  Elect Director L. H. Zambrano           For       For          Management
2     Ratify Auditors                         For       For          Management
3     Approve Executive Incentive Bonus Plan  For       For          Management
4     Provide for Cumulative Voting           Against   Against      Shareholder
5     Exclude Pension Income from Performance Against   For          Shareholder
      Metrics for Executive Pay
6     Advisory Vote to Ratify Named Executive Against   For          Shareholder
      Officers' Compensation


- --------------------------------------------------------------------------------

KOHL'S CORP.

Ticker:       KSS            Security ID:  500255104
Meeting Date: MAY 14, 2009   Meeting Type: Annual
Record Date:  MAR 11, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Peter Boneparth          For       For          Management
2     Elect Director Steven A. Burd           For       For          Management
3     Elect Director John F. Herma            For       For          Management
4     Elect Director Dale E. Jones            For       For          Management
5     Elect Director William S. Kellogg       For       For          Management
6     Elect Director Kevin Mansell            For       For          Management
7     Elect Director R. Lawrence Montgomery   For       For          Management
8     Elect Director Frank V. Sica            For       For          Management
9     Elect Director Peter M. Sommerhauser    For       For          Management
10    Elect Director Stephanie A. Streeter    For       For          Management
11    Elect Director Stephen E. Watson        For       For          Management
12    Ratify Auditors                         For       For          Management
13    Require a Majority Vote for the         Against   For          Shareholder
      Election of Directors


- --------------------------------------------------------------------------------

LOCKHEED MARTIN CORP.

Ticker:       LMT            Security ID:  539830109
Meeting Date: APR 23, 2009   Meeting Type: Annual
Record Date:  MAR 2, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director E. C. "Pete" Aldrige,    For       For          Management
      Jr.
1.2   Elect Director Nolan D. Archibald       For       Against      Management
1.3   Elect Director David B. Burritt         For       For          Management
1.4   Elect Director James O. Ellis, Jr.      For       For          Management
1.5   Elect Director Gwendolyn S. King        For       For          Management
1.6   Elect Director James M. Loy             For       For          Management
1.7   Elect Director Douglas H. McCorkindale  For       For          Management
1.8   Elect Director Joseph W. Ralston        For       For          Management
1.9   Elect Director Frank Savage             For       For          Management
1.10  Elect Director James Schneider          For       For          Management
1.11  Elect Director Anne Stevens             For       For          Management
1.12  Elect Director Robert J. Stevens        For       For          Management
1.13  Elect Director James R. Ukropina        For       For          Management
2     Ratify Auditors                         For       For          Management
3     Reduce Supermajority Vote Requirement   For       For          Management
4     Report on Space-based Weapons Program   Against   Against      Shareholder
5     Seek Shareholder Approval for Certain   Against   Against      Shareholder
      Death Benefits
6     Advisory Vote to Ratify Named Executive Against   For          Shareholder
      Officers' Compensation


- --------------------------------------------------------------------------------

MCAFEE, INC.

Ticker:       MFE            Security ID:  579064106
Meeting Date: APR 27, 2009   Meeting Type: Annual
Record Date:  MAR 10, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Leslie G. Denend         For       For          Management
1.2   Elect Director David G. DeWalt          For       For          Management
1.3   Elect Director Charles J. Robel         For       Against      Management
2     Declassify the Board of Directors       For       For          Management
3     Amend Omnibus Stock Plan                For       For          Management
4     Amend Qualified Employee Stock Purchase For       For          Management
      Plan
5     Amend Non-Employee Director Omnibus     For       Against      Management
      Stock Plan
6     Ratify Auditors                         For       For          Management


- --------------------------------------------------------------------------------

MONSANTO CO.

Ticker:       MON            Security ID:  61166W101
Meeting Date: JAN 14, 2009   Meeting Type: Annual
Record Date:  NOV 17, 2008

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Janice L. Fields         For       For          Management
2     Elect Director Hugh Grant               For       For          Management
3     Elect Director C. Steven McMillan       For       For          Management
4     Elect Director Robert J. Stevens        For       For          Management
5     Ratify Auditors                         For       For          Management


- --------------------------------------------------------------------------------

NOBLE CORPORATION

Ticker:       NE             Security ID:  H5833N103
Meeting Date: MAY 28, 2009   Meeting Type: Annual
Record Date:  APR 14, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Approval Of The Payment Of A Dividend   For       For          Management
      Through A Reduction Of Thepar Value Of
      The Shares In An Amount Equal To Swiss
      Francs 0.25
2.1   Director Julie H. Edwards               For       For          Management
2.2   Director Marc E. Leland                 For       For          Management
2.3   Director David W. Williams              For       For          Management
3     Approval Of The Appointment Of          For       For          Management
      Pricewaterhousecoopers Llp Asnoble
      Corporation S Independent Registered
      Public Accountingfirm For 2009
4     Amend Articles Re: (Non-Routine)        For       For          Management


- --------------------------------------------------------------------------------

NORTHROP GRUMMAN CORP.

Ticker:       NOC            Security ID:  666807102
Meeting Date: MAY 20, 2009   Meeting Type: Annual
Record Date:  MAR 24, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Lewis W. Coleman         For       For          Management
2     Elect Director Thomas B. Fargo          For       For          Management
3     Elect Director Victor H. Fazio          For       For          Management
4     Elect Director Donald E. Felsinger      For       For          Management
5     Elect Director Stephen E. Frank         For       Against      Management
6     Elect Director Bruce S. Gordon          For       For          Management
7     Elect Director Madeleine Kleiner        For       For          Management
8     Elect Director Karl J. Krapek           For       For          Management
9     Elect Director Richard B. Myers         For       For          Management
10    Elect Director Aulana L. Peters         For       Against      Management
11    Elect Director Kevin W. Sharer          For       For          Management
12    Elect Director Ronald D. Sugar          For       For          Management
13    Ratify Auditors                         For       For          Management
14    Report on Space-based Weapons Program   Against   Against      Shareholder
15    Advisory Vote to Ratify Named Executive Against   For          Shareholder
      Officers' Compensation
16    Amend Articles/Bylaws/Charter -- Call   Against   For          Shareholder
      Special Meetings


- --------------------------------------------------------------------------------

NUCOR CORP.

Ticker:       NUE            Security ID:  670346105
Meeting Date: MAY 14, 2009   Meeting Type: Annual
Record Date:  MAR 16, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Clayton C. Daley, Jr.    For       For          Management
1.2   Elect Director Harvey B. Gantt          For       For          Management
1.3   Elect Director Bernard L. Kasriel       For       For          Management
1.4   Elect Director Christopher J. Kearney   For       For          Management
2     Ratify Auditors                         For       For          Management
3     Require a Majority Vote for the         Against   For          Shareholder
      Election of Directors
4     Declassify the Board of Directors       Against   For          Shareholder
5     Review and Assess Human Rights Policies Against   For          Shareholder
6     Adopt Principles for Health Care Reform Against   Against      Shareholder


- --------------------------------------------------------------------------------

PEPSI BOTTLING GROUP, INC., THE

Ticker:       PBG            Security ID:  713409100
Meeting Date: MAY 27, 2009   Meeting Type: Annual
Record Date:  MAR 30, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Linda G. Alvarado        For       For          Management
1.2   Elect Director Barry H. Beracha         For       For          Management
1.3   Elect Director John C. Compton          For       For          Management
1.4   Elect Director Eric J. Foss             For       For          Management
1.5   Elect Director Ira D. Hall              For       For          Management
1.6   Elect Director Susan D. Kronick         For       For          Management
1.7   Elect Director Blythe J. McGarvie       For       For          Management
1.8   Elect Director John A. Quelch           For       For          Management
1.9   Elect Director Javier G. Teruel         For       For          Management
1.10  Elect Director Cynthia M. Trudell       For       For          Management
2     Amend Non-Employee Director Omnibus     For       For          Management
      Stock Plan
3     Ratify Auditors                         For       For          Management


- --------------------------------------------------------------------------------

PEPSICO, INC.

Ticker:       PEP            Security ID:  713448108
Meeting Date: MAY 6, 2009    Meeting Type: Annual
Record Date:  MAR 6, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director S.L. Brown               For       For          Management
2     Elect Director I.M. Cook                For       For          Management
3     Elect Director D. Dublon                For       For          Management
4     Elect Director V.J. Dzau                For       For          Management
5     Elect Director R.L. Hunt                For       For          Management
6     Elect Director A. Ibarguen              For       For          Management
7     Elect Director A.C. Martinez            For       For          Management
8     Elect Director I.K. Nooyi               For       For          Management
9     Elect Director S.P. Rockefeller         For       For          Management
10    Elect Director J.J. Schiro              For       For          Management
11    Elect Director L.G. Trotter             For       For          Management
12    Elect Director D.Vasella                For       For          Management
13    Elect Director M.D. White               For       For          Management
14    Ratify Auditors                         For       For          Management
15    Amend Executive Incentive Bonus Plan    For       For          Management
16    Report on Recycling                     Against   Against      Shareholder
17    Report on Genetically Engineered        Against   Against      Shareholder
      Products
18    Report on Charitable Contributions      Against   Against      Shareholder
19    Advisory Vote to Ratify Named Executive Against   For          Shareholder
      Officers' Compensation


- --------------------------------------------------------------------------------

PG&E CORP.

Ticker:       PCG            Security ID:  69331C108
Meeting Date: MAY 13, 2009   Meeting Type: Annual
Record Date:  MAR 16, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director David R. Andrews         For       For          Management
2     Elect Director C. Lee Cox               For       For          Management
3     Elect Director Peter A. Darbee          For       For          Management
4     Elect Director Maryellen C. Herringer   For       For          Management
5     Elect Director Roger H. Kimmel          For       For          Management
6     Elect Director Richard A. Meserve       For       For          Management
7     Elect Director Forrest E. Miller        For       For          Management
8     Elect Director Barbara L. Rambo         For       For          Management
9     Elect Director Barry Lawson Williams    For       For          Management
10    Ratify Auditors                         For       For          Management
11    Advisory Vote to Ratify Named Executive Against   For          Shareholder
      Officers' Compensation
12    Reincorporate in Another State          Against   Against      Shareholder
      [California to North Dakota  ]


- --------------------------------------------------------------------------------

PPL CORP.

Ticker:       PPL            Security ID:  69351T106
Meeting Date: MAY 20, 2009   Meeting Type: Annual
Record Date:  FEB 27, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director John W. Conway           For       For          Management
1.2   Elect Director E. Allen Deaver          For       For          Management
1.3   Elect Director James H. Miller          For       For          Management
2     Ratify Auditors                         For       For          Management
3     Declassify the Board of Directors       Against   For          Shareholder


- --------------------------------------------------------------------------------

PRICELINE.COM INC.

Ticker:       PCLN           Security ID:  741503403
Meeting Date: JUN 3, 2009    Meeting Type: Annual
Record Date:  APR 14, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Jeffery H. Boyd          For       For          Management
1.2   Elect Director Ralph M. Bahna           For       For          Management
1.3   Elect Director Howard W. Barker, Jr.    For       For          Management
1.4   Elect Director Jan L. Docter            For       For          Management
1.5   Elect Director Jeffrey E. Epstein       For       For          Management
1.6   Elect Director James M. Guyette         For       For          Management
1.7   Elect Director Nancy B. Peretsman       For       For          Management
1.8   Elect Director Craig W. Rydin           For       For          Management
2     Ratify Auditors                         For       For          Management
3     Approve Right to Call Special Meetings  For       For          Management
4     Amend Articles/Bylaws/Charter -- Call   Against   Abstain      Shareholder
      Special Meetings


- --------------------------------------------------------------------------------

PUBLIC STORAGE

Ticker:       PSA            Security ID:  74460D109
Meeting Date: MAY 7, 2009    Meeting Type: Annual
Record Date:  MAR 9, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Trustee B. Wayne Hughes           For       For          Management
1.2   Elect Trustee Ronald L. Havner, Jr.     For       For          Management
1.3   Elect Trustee Dann V. Angeloff          For       For          Management
1.4   Elect Trustee William C. Baker          For       For          Management
1.5   Elect Trustee John T. Evans             For       For          Management
1.6   Elect Director Tamara Hughes Gustavson  For       For          Management
1.7   Elect Trustee Uri P. Harkham            For       For          Management
1.8   Elect Trustee B. Wayne Hughes, Jr       For       For          Management
1.9   Elect Director Harvey Lenkin            For       For          Management
1.10  Elect Trustee Gary E. Pruitt            For       For          Management
1.11  Elect Trustee Daniel C. Staton          For       For          Management
2     Ratify Auditors                         For       For          Management


- --------------------------------------------------------------------------------

QUALCOMM INC

Ticker:       QCOM           Security ID:  747525103
Meeting Date: MAR 3, 2009    Meeting Type: Annual
Record Date:  JAN 2, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Barbara T. Alexander     For       For          Management
1.2   Elect Director Stephen M. Bennett       For       For          Management
1.3   Elect Director Donald G. Cruickshank    For       For          Management
1.4   Elect Director Raymond V. Dittamore     For       For          Management
1.5   Elect Director Thomas W. Horton         For       For          Management
1.6   Elect Director Irwin Mark Jacobs        For       For          Management
1.7   Elect Director Paul E. Jacobs           For       For          Management
1.8   Elect Director  Robert E. Kahn          For       For          Management
1.9   Elect Director Sherry Lansing           For       For          Management
1.10  Elect Director Duane A. Nelles          For       For          Management
1.11  Elect Director Marc I. Stern            For       For          Management
1.12  Elect Director  Brent Scowcroft         For       For          Management
2     Ratify Auditors                         For       For          Management


- --------------------------------------------------------------------------------

SIMON PROPERTY GROUP, INC.

Ticker:       SPG            Security ID:  828806109
Meeting Date: MAY 8, 2009    Meeting Type: Annual
Record Date:  MAR 9, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Approve Increase in Size of Board       For       For          Management
2     Reduce Supermajority Vote Requirement   For       For          Management
3     Increase Authorized Common Stock        For       For          Management
4     Amend Charter to Delete Obsolete or     For       For          Management
      Unnecessary Provisions
5.1   Elect Director Melvyn E. Bergstein      For       For          Management
5.2   Elect Director Linda Walker Bynoe       For       For          Management
5.3   Elect Director Karen N. Horn            For       For          Management
5.4   Elect Director Reuben S. Leibowitz      For       For          Management
5.5   Elect Director J. Albert Smith, Jr.     For       For          Management
5.6   Elect Director Pieter S. van den Berg   For       For          Management
5.7   Elect Director Allan Hubbard            For       For          Management
5.8   Elect Director Daniel C. Smith          For       For          Management
6     Adjourn Meeting                         For       For          Management
7     Ratify Auditors                         For       For          Management


- --------------------------------------------------------------------------------

SYNOPSYS, INC.

Ticker:       SNPS           Security ID:  871607107
Meeting Date: FEB 27, 2009   Meeting Type: Annual
Record Date:  DEC 31, 2008

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Aart J. De Geus          For       For          Management
1.2   Elect Director Alfred Castino           For       For          Management
1.3   Elect Director Chi-Foon Chan            For       For          Management
1.4   Elect Director Bruce R. Chizen          For       For          Management
1.5   Elect Director Deborah A. Coleman       For       For          Management
1.6   Elect Director John Schwarz             For       For          Management
1.7   Elect Director Sasson Somekh            For       For          Management
1.8   Elect Director Roy Vallee               For       For          Management
1.9   Elect Director Steven C. Walske         For       For          Management
2     Amend Omnibus Stock Plan                For       For          Management
3     Ratify Auditors                         For       For          Management


- --------------------------------------------------------------------------------

THERMO FISHER SCIENTIFIC INC.

Ticker:       TMO            Security ID:  883556102
Meeting Date: MAY 20, 2009   Meeting Type: Annual
Record Date:  MAR 27, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Judy C. Lewent           For       For          Management
1.2   Elect Director Peter J. Manning         For       For          Management
1.3   Elect Director Jim P. Manzi             For       For          Management
1.4   Elect Director Elaine S. Ullian         For       For          Management
2     Ratify Auditors                         For       For          Management


- --------------------------------------------------------------------------------

UNITED TECHNOLOGIES CORP.

Ticker:       UTX            Security ID:  913017109
Meeting Date: APR 8, 2009    Meeting Type: Annual
Record Date:  FEB 10, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Louis R. Chenevert       For       For          Management
1.2   Elect Director George David             For       For          Management
1.3   Elect Director John V. Faraci           For       For          Management
1.4   Elect Director Jean-Pierre Garnier      For       For          Management
1.5   Elect Director Jamie S. Gorelick        For       For          Management
1.6   Elect Director Carlos M. Gutierrez      For       For          Management
1.7   Elect Director Edward A. Kangas         For       For          Management
1.8   Elect Director Charles R. Lee           For       For          Management
1.9   Elect Director Richard D. McCormick     For       For          Management
1.10  Elect Director Harold McGraw III        For       For          Management
1.11  Elect Director Richard B. Myers         For       For          Management
1.12  Elect Director H. Patrick Swygert       For       For          Management
1.13  Elect Director Andre Villeneuve         For       For          Management
1.14  Elect Director Christine Todd Whitman   For       For          Management
2     Ratify Auditors                         For       For          Management
3     Report on Foreign Military Sales        Against   Against      Shareholder
      Offsets


- --------------------------------------------------------------------------------

VALERO ENERGY CORP.

Ticker:       VLO            Security ID:  91913Y100
Meeting Date: APR 30, 2009   Meeting Type: Annual
Record Date:  MAR 2, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Jerry D. Choate          For       For          Management
1.2   Elect Director William R. Klesse        For       For          Management
1.3   Elect Director Donald L. Nickles        For       For          Management
1.4   Elect Director Susan Kaufman Purcell    For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named Executive Against   For          Shareholder
      Officers' Compensation
4     Stock Retention/Holding Period          Against   For          Shareholder
5     Disclose Information on Compensation    Against   For          Shareholder
      Consultant
6     Report on Political Contributions       Against   For          Shareholder


- --------------------------------------------------------------------------------

W.W. GRAINGER, INC.

Ticker:       GWW            Security ID:  384802104
Meeting Date: APR 29, 2009   Meeting Type: Annual
Record Date:  MAR 2, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Brian P. Anderson        For       For          Management
1.2   Elect Director Wilbur H. Gantz          For       For          Management
1.3   Elect Director V. Ann Hailey            For       For          Management
1.4   Elect Director William K. Hall          For       For          Management
1.5   Elect Director Richard L. Keyser        For       For          Management
1.6   Elect Director Stuart L. Levenick       For       For          Management
1.7   Elect Director John W. McCarter, Jr.    For       For          Management
1.8   Elect Director Neil S. Novich           For       For          Management
1.9   Elect Director Michael J. Roberts       For       For          Management
1.10  Elect Director Gary L. Rogers           For       For          Management
1.11  Elect Director James T. Ryan            For       For          Management
1.12  Elect Director James D. Slavik          For       For          Management
1.13  Elect Director Harold B. Smith          For       For          Management
2     Ratify Auditors                         For       For          Management


- --------------------------------------------------------------------------------

WAL-MART STORES, INC.

Ticker:       WMT            Security ID:  931142103
Meeting Date: JUN 5, 2009    Meeting Type: Annual
Record Date:  APR 9, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Aida M. Alvarez          For       For          Management
2     Elect Director James W. Breyer          For       For          Management
3     Elect Director M. Michele Burns         For       For          Management
4     Elect Director James I. Cash, Jr.       For       For          Management
5     Elect Director Roger C. Corbett         For       For          Management
6     Elect Director Douglas N. Daft          For       For          Management
7     Elect Director Michael T. Duke          For       For          Management
8     Elect Director Gregory B. Penner        For       For          Management
9     Elect Director Allen I. Questrom        For       For          Management
10    Elect Director H. Lee Scott, Jr.        For       For          Management
11    Elect Director Arne M. Sorenson         For       For          Management
12    Elect Director Jim C. Walton            For       For          Management
13    Elect Director S. Robson Walton         For       For          Management
14    Elect Director Christopher J. Williams  For       For          Management
15    Elect Director Linda S. Wolf            For       For          Management
16    Ratify Auditors                         For       For          Management
17    Amend EEO Policy to Prohibit            Against   For          Shareholder
      Discrimination based on Sexual
      Orientation and Gender Identity
18    Adopt Pay for Superior Performance      Against   Against      Shareholder
      Principles
19    Advisory Vote to Ratify Named Executive Against   For          Shareholder
      Officers' Compensation
20    Report on Political Contributions       Against   For          Shareholder
21    Amend Articles/Bylaws/Charter -- Call   Against   For          Shareholder
      Special Meetings
22    Stock Retention/Holding Period          Against   Against      Shareholder


- --------------------------------------------------------------------------------

WASTE MANAGEMENT, INC.

Ticker:       WMI            Security ID:  94106L109
Meeting Date: MAY 8, 2009    Meeting Type: Annual
Record Date:  MAR 11, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Pastora San Juan         For       For          Management
      Cafferty
1.2   Elect Director Frank M. Clark, Jr.      For       For          Management
1.3   Elect Director Patrick W. Gross         For       For          Management
1.4   Elect Director John C. Pope             For       For          Management
1.5   Elect Director W. Robert Reum           For       For          Management
1.6   Elect Director Steven G. Rothmeier      For       For          Management
1.7   Elect Director David P. Steiner         For       For          Management
1.8   Elect Director Thomas H. Weidemeyer     For       For          Management
2     Ratify Auditors                         For       For          Management
3     Amend Qualified Employee Stock Purchase For       For          Management
      Plan
4     Approve Omnibus Stock Plan              For       For          Management
5     Report on Political Contributions       Against   For          Shareholder
6     Reduce Supermajority Vote Requirement   Against   For          Shareholder


- --------------------------------------------------------------------------------

WISCONSIN ENERGY CORP.

Ticker:       WEC            Security ID:  976657106
Meeting Date: MAY 7, 2009    Meeting Type: Annual
Record Date:  FEB 26, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director John F. Bergstrom        For       Withhold     Management
1.2   Elect Director Barbara L. Bowles        For       For          Management
1.3   Elect Director Patricia W. Chadwick     For       For          Management
1.4   Elect Director Robert A. Cornog         For       For          Management
1.5   Elect Director Curt S. Culver           For       For          Management
1.6   Elect Director Thomas J. Fischer        For       For          Management
1.7   Elect Director Gale E. Klappa           For       For          Management
1.8   Elect Director Ulice Payne, Jr.         For       For          Management
1.9   Elect Director Frederick P. Stratton,   For       For          Management
      Jr.
2     Ratify Auditors                         For       For          Management


- --------------------------------------------------------------------------------

YUM BRANDS, INC.

Ticker:       YUM            Security ID:  988498101
Meeting Date: MAY 21, 2009   Meeting Type: Annual
Record Date:  MAR 23, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director David W. Dorman          For       For          Management
1.2   Elect Director Massimo Ferragamo        For       For          Management
1.3   Elect Director J. David Grissom         For       For          Management
1.4   Elect Director Bonnie G. Hill           For       For          Management
1.5   Elect Director Robert Holland, Jr.      For       For          Management
1.6   Elect Director Kenneth G. Langone       For       For          Management
1.7   Elect Director Jonathan S. Linen        For       For          Management
1.8   Elect Director Thomas C. Nelson         For       For          Management
1.9   Elect Director David C. Novak           For       For          Management
1.10  Elect Director Thomas M. Ryan           For       For          Management
1.11  Elect Director Jing-Shyh S. Su          For       For          Management
1.12  Elect Director Jackie Trujillo          For       For          Management
1.13  Elect Director Robert D. Walter         For       For          Management
2     Ratify Auditors                         For       For          Management
3     Approve Executive Incentive Bonus Plan  For       For          Management
4     Submit Shareholder Rights Plan (Poison  Against   For          Shareholder
      Pill) to Shareholder Vote
5     Advisory Vote to Ratify Named Executive Against   For          Shareholder
      Officers' Compensation
6     Report on Sustainability and Food       Against   Against      Shareholder
      Safety in the Supply Chain
7     Adopt Principles for Health Care Reform Against   Against      Shareholder
8     Report on Animal Welfare Policies       Against   Against      Shareholder

========== 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 Series Fund

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.