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 Funds
               (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: 7/31

Date of reporting period: 7/1/09 - 5/31/10

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

ICA File Number: 811-22075
Reporting Period: 07/01/2009 - 05/31/2010
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 =============

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 LARGE CAP EQUITY 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 U.S. MULTI-CAP ALPHA FUND ===================


BMC SOFTWARE, INC.

Ticker:       BMC            Security ID:  055921100
Meeting Date: JUL 28, 2009   Meeting Type: Annual
Record Date:  JUN 1, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Robert E. Beauchamp      For       For          Management
1.2   Elect Director B. Garland Cupp          For       For          Management
1.3   Elect Director Jon E. Barfield          For       For          Management
1.4   Elect Director Gary L. Bloom            For       Withhold     Management
1.5   Elect Director Meldon K. Gafner         For       Withhold     Management
1.6   Elect Director P. Thomas Jenkins        For       Withhold     Management
1.7   Elect Director Louis J. Lavigne, Jr.    For       For          Management
1.8   Elect Director Kathleen A. O'Neil       For       For          Management
1.9   Elect Director Tom C. Tinsley           For       Withhold     Management
2     Ratify Auditors                         For       For          Management
3     Amend Omnibus Stock Plan                For       For          Management


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

CISCO SYSTEMS, INC.

Ticker:       CSCO           Security ID:  17275R102
Meeting Date: NOV 12, 2009   Meeting Type: Annual
Record Date:  SEP 14, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Carol A. Bartz           For       For          Management
2     Elect Director M. Michele Burns         For       For          Management
3     Elect Director Michael D. Capellas      For       For          Management
4     Elect Director Larry R. Carter          For       For          Management
5     Elect Director John T. Chambers         For       For          Management
6     Elect Director Brian L. Halla           For       For          Management
7     Elect Director John L. Hennessy         For       For          Management
8     Elect Director Richard M. Kovacevich    For       For          Management
9     Elect Director Roderick C. McGeary      For       For          Management
10    Elect Director Michael K. Powell        For       For          Management
11    Elect Director Arun Sarin               For       For          Management
12    Elect Director Steven M. West           For       For          Management
13    Elect Director Jerry Yang               For       For          Management
14    Amend Omnibus Stock Plan                For       For          Management
15    Amend Qualified Employee Stock Purchase For       For          Management
      Plan
16    Ratify Auditors                         For       For          Management
17    Amend Bylaws to Establish a Board       Against   Against      Shareholder
      Committee on Human Rights
18    Advisory Vote to Ratify Named Executive Against   For          Shareholder
      Officers' Compensation
19    Report on Internet Fragmentation        Against   Against      Shareholder


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

CITIGROUP INC.

Ticker:       C              Security ID:  172967101
Meeting Date: JUL 24, 2009   Meeting Type: Written Consent
Record Date:  JUN 16, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Amend Certificate of Incorporation to   For       For          Management
      Approve Dividend Blocker Amendment
2     Amend Certificate of Incorporation to   For       For          Management
      Approve Director Amendment
3     Amend Certificate of Incorporation to   For       Against      Management
      Approve Retirement Amendment
4     Increase Authorized Preferred Stock     For       Against      Management


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

CITIGROUP INC.

Ticker:       C              Security ID:  172967101
Meeting Date: SEP 2, 2009    Meeting Type: Written Consent
Record Date:  JUL 29, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Increase Authorized Common Stock        For       For          Management
2     Approve Reverse Stock Split             For       For          Management
3     Amend Certificate of Incorporation to   For       Against      Management
      Eliminate Voting Rights of Common Stock
      that Relates to Outstanding Series of
      Preferred Stock


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

MEDTRONIC, INC.

Ticker:       MDT            Security ID:  585055106
Meeting Date: AUG 27, 2009   Meeting Type: Annual
Record Date:  JUN 29, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Richard H. Anderson      For       For          Management
1.2   Elect Director Victor J. Dzau           For       For          Management
1.3   Elect Director William A. Hawkins       For       For          Management
1.4   Elect Director S. Ann Jackson           For       For          Management
1.5   Elect Director Denise M. O'Leary        For       Withhold     Management
1.6   Elect Director Robert C. Pozen          For       For          Management
1.7   Elect Director Jean-pierre Rosso        For       For          Management
1.8   Elect Director Jack W. Schuler          For       For          Management
2     Ratify Auditors                         For       For          Management
3     Amend Qualified Employee Stock Purchase For       For          Management
      Plan
4     Amend Omnibus Stock Plan                For       For          Management


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

MERCK & CO., INC.

Ticker:       MRK            Security ID:  589331107
Meeting Date: AUG 7, 2009    Meeting Type: Special
Record Date:  JUN 22, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Approve Acquisition                     For       For          Management


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

MICROSOFT CORPORATION

Ticker:       MSFT           Security ID:  594918104
Meeting Date: NOV 19, 2009   Meeting Type: Annual
Record Date:  SEP 4, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director William H. Gates, III    For       For          Management
2     Elect Director Steven A. Ballmer        For       For          Management
3     Elect Director Dina Dublon              For       For          Management
4     Elect Director Raymond V. Gilmartin     For       For          Management
5     Elect Director Reed Hastings            For       For          Management
6     Elect Director Maria Klawe              For       For          Management
7     Elect Director David F. Marquardt       For       For          Management
8     Elect Director Charles H. Noski         For       For          Management
9     Elect Director Helmut Panke             For       For          Management
10    Ratify Auditors                         For       For          Management
11    Permit Right to Call Special Meeting    For       For          Management
12    Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
13    Adopt Principles for Health Care Reform Against   Against      Shareholder
14    Report on Charitable Contributions      Against   Against      Shareholder


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

SCHERING-PLOUGH CORP.

Ticker:       SGP            Security ID:  806605101
Meeting Date: AUG 7, 2009    Meeting Type: Special
Record Date:  JUN 22, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Issue Shares in Connection with         For       For          Management
      Acquisition
2     Adjourn Meeting                         For       For          Management

========== 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 Funds


By (Signature and Title)* /s/ Randy Takian
                          ------------------------------------------
                          Randy Takian
                          President and Principal Executive Officer

Date August 25, 2010

*    Print the name and title of each signing officer under his or her
     signature.