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 811-07177

Name of Fund:  BlackRock Mid Cap Value Opportunities Fund of
               BlackRock Mid Cap Value Opportunities Series, Inc.

Fund Address:  P.O. Box 9011
               Princeton, NJ  08543-9011

Name and address of agent for service:
       Robert C. Doll, Jr., Chief Executive Officer, BlackRock Mid Cap Value
       Opportunities Fund of BlackRock Mid Cap Value Opportunities Series,
       Inc., 800 Scudders Mill Road, Plainsboro, NJ,  08536.  Mailing address:
       P.O. Box 9011, Princeton, NJ, 08543-9011

Registrant's telephone number, including area code:  (609) 282-2800

Date of fiscal year end: 01/31

Date of reporting period: 07/01/06 - 06/30/07

Item 1 - Proxy Voting Record

The information contained herein discloses the following information for each
matter relating to a portfolio security considered at any shareholder meeting
held during the period covered by the report and with respect to which the
registrant was entitled to vote:

(a)  The name of the issuer of the portfolio security;

(b)  The exchange ticker symbol of the portfolio security;

(c)  The Council on Uniform Securities Identification Procedures ("CUSIP")
     number for the portfolio security;

(d)  The shareholder meeting date;

(e)  A brief identification of the matter voted on;

(f)  Whether the matter was proposed by the issuer or by a security holder;

(g)  Whether the registrant cast its vote on the matter;

(h)  How the registrant cast its vote; and

(i)  Whether the registrant cast its vote for or against management.


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

ICA File Number: 811-07177
Reporting Period: 07/01/2006 - 06/30/2007
BlackRock Mid Cap Value Opportunities Series, Inc.










========= BlackRock MID CAP VALUE OPPORTUNITIES SERIES, INC:==
========= BlackRock MID CAP VALUE OPPORTUNITIES FUND =========


ADVANCED MICRO DEVICES, INC.

Ticker:       AMD            Security ID:  007903107
Meeting Date: MAY 3, 2007    Meeting Type: Annual
Record Date:  MAR 5, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Hector de J. Ruiz          For       For        Management
2     Elect Director W. Michael Barnes          For       For        Management
3     Elect Director Bruce L. Claflin           For       For        Management
4     Elect Director H. Paulett Eberhart        For       For        Management
5     Elect Director Robert B. Palmer           For       For        Management
6     Elect Director John E. Caldwell           For       For        Management
7     Elect Director Morton L. Topfer           For       For        Management
8     Ratify Auditors                           For       For        Management
9     Increase Authorized Common Stock          For       For        Management


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

AFFYMETRIX INC.

Ticker:       AFFX           Security ID:  00826T108
Meeting Date: JUN 13, 2007   Meeting Type: Annual
Record Date:  APR 18, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Stephen P.A. Fodor, Ph.D.  For       For        Management
1.2   Elect Director Paul Berg, Ph.D.           For       For        Management
1.3   Elect Director Susan D. Desmond-Hellmann, For       For        Management
      M.D.
1.4   Elect Director John D. Diekman, Ph.D.     For       For        Management
1.5   Elect Director Vernon R. Loucks, Jr.      For       For        Management
1.6   Elect Director David B. Singer            For       For        Management
1.7   Elect Director Robert H. Trice, Ph.D.     For       For        Management
1.8   Elect Director Robert P. Wayman           For       For        Management
1.9   Elect Director John A. Young              For       For        Management
2     Ratify Auditors                           For       For        Management


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

ALEXANDRIA REAL ESTATE EQUITIES, INC.

Ticker:       ARE            Security ID:  015271109
Meeting Date: MAY 23, 2007   Meeting Type: Annual
Record Date:  MAR 30, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Joel S. Marcus             For       For        Management
1.2   Elect Director James H. Richardson        For       For        Management
1.3   Elect Director John L. Atkins, III        For       For        Management
1.4   Elect Director Richard B. Jennings        For       For        Management
1.5   Elect Director Richard H. Klein           For       For        Management
1.6   Elect Director Martin A. Simonetti        For       For        Management
1.7   Elect Director Alan G. Walton             For       For        Management
2     Ratify Auditors                           For       For        Management


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

ALLIANT ENERGY CORP.

Ticker:       LNT            Security ID:  018802108
Meeting Date: MAY 10, 2007   Meeting Type: Annual
Record Date:  MAR 20, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director James A. Leach             For       For        Management
1.2   Elect Director Michael L. Bennett         For       For        Management
1.3   Elect Director Darryl B. Hazel            For       For        Management
1.4   Elect Director David A. Perdue            For       For        Management
1.5   Elect Director Judith D. Pyle             For       For        Management
2     Ratify Auditors                           For       For        Management


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

ALLIED WASTE INDUSTRIES, INC.

Ticker:       AW             Security ID:  019589308
Meeting Date: MAY 17, 2007   Meeting Type: Annual
Record Date:  MAR 20, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Robert M. Agate            For       For        Management
1.2   Elect Director Charles H. Cotros          For       For        Management
1.3   Elect Director James W. Crownover         For       For        Management
1.4   Elect Director Stephanie Drescher         For       For        Management
1.5   Elect Director William J. Flynn           For       For        Management
1.6   Elect Director David I. Foley             For       For        Management
1.7   Elect Director Nolan Lehmann              For       For        Management
1.8   Elect Director Steven Martinez            For       For        Management
1.9   Elect Director James A. Quella            For       For        Management
1.10  Elect Director John M. Trani              For       For        Management
1.11  Elect Director John J. Zillmer            For       For        Management
2     Ratify Auditors                           For       For        Management
3     Require a Majority Vote for the Election  Against   For        Shareholder
      of Directors


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

ANDREW CORP.

Ticker:       ANDW           Security ID:  034425108
Meeting Date: FEB 7, 2007    Meeting Type: Annual
Record Date:  DEC 11, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director W.L. Bax                   For       Did Not    Management
                                                          Vote
1.2   Elect Director T.A. Donahoe               For       Did Not    Management
                                                          Vote
1.3   Elect Director R.E. Faison                For       Did Not    Management
                                                          Vote
1.4   Elect Director J.D. Fluno                 For       Did Not    Management
                                                          Vote
1.5   Elect Director W.O. Hunt                  For       Did Not    Management
                                                          Vote
1.6   Elect Director G.A. Poch                  For       Did Not    Management
                                                          Vote
1.7   Elect Director A.F. Pollack               For       Did Not    Management
                                                          Vote
1.8   Elect Director G.O. Toney                 For       Did Not    Management
                                                          Vote
1.9   Elect Director A.L. Zopp                  For       Did Not    Management
                                                          Vote
2     Ratify Auditors                           For       Did Not    Management
                                                          Vote


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

BCE INC.

Ticker:       BCE            Security ID:  05534B760
Meeting Date: JUN 6, 2007    Meeting Type: Annual/Special
Record Date:  APR 16, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Andre Berard               For       For        Management
1.2   Elect Director Ronald Alvin Brenneman     For       For        Management
1.3   Elect Director Richard James Currie       For       For        Management
1.4   Elect Director Anthony Smithson Fell      For       For        Management
1.5   Elect Director Donna Soble Kaufman        For       For        Management
1.6   Elect Director Brian Michael Levitt       For       For        Management
1.7   Elect Director Edward C. Lumley           For       For        Management
1.8   Elect Director Judith Maxwell             For       For        Management
1.9   Elect Director John Hector McArthur       For       For        Management
1.10  Elect Director Thomas Charles O'Neill     For       For        Management
1.11  Elect Director James Allen Pattison       For       For        Management
1.12  Elect Director Robert Charles Pozen       For       For        Management
1.13  Elect Director Michael Jonathan Sabia     For       For        Management
1.14  Elect Director Paul Mathias Tellier       For       For        Management
1.15  Elect Director Victor Leyland Young       For       For        Management
2     Ratify Deloitte & Touche LLP as Auditors  For       For        Management
3     Change Company Name to Bell Canada Inc.   For       For        Management
4     Amend Stock Option Plan                   For       For        Management


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

BIOMET, INC.

Ticker:       BMET           Security ID:  090613100
Meeting Date: JUN 8, 2007    Meeting Type: Special
Record Date:  APR 20, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Merger Agreement                  For       For        Management
2     Adjourn Meeting                           For       For        Management


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

BJ SERVICES COMPANY

Ticker:       BJS            Security ID:  055482103
Meeting Date: JAN 30, 2007   Meeting Type: Annual
Record Date:  DEC 8, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Don D. Jordan              For       For        Management
1.2   Elect Director William H. White           For       For        Management


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

BRUNSWICK CORP.

Ticker:       BC             Security ID:  117043109
Meeting Date: MAY 2, 2007    Meeting Type: Annual
Record Date:  MAR 1, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Nolan D. Archibald         For       For        Management
1.2   Elect Director Jeffrey L. Bleustein       For       For        Management
1.3   Elect Director Graham H. Phillips         For       For        Management
1.4   Elect Director Lawrence A. Zimmerman      For       For        Management
2     Ratify Auditors                           For       For        Management


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

CABOT OIL & GAS CORP.

Ticker:       COG            Security ID:  127097103
Meeting Date: MAY 2, 2007    Meeting Type: Annual
Record Date:  MAR 20, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director John G.L. Cabot            For       For        Management
1.2   Elect Director David M. Carmichael        For       For        Management
1.3   Elect Director Robert L. Keiser           For       For        Management
2     Ratify Auditors                           For       For        Management


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

CENDANT CORPORATION

Ticker:       CD             Security ID:  151313103
Meeting Date: AUG 29, 2006   Meeting Type: Annual
Record Date:  JUL 20, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Henry R. Silverman         For       Withhold   Management
1.2   Elect Director Myra J. Biblowit           For       Withhold   Management
1.3   Elect Director James E. Buckman           For       Withhold   Management
1.4   Elect Director Leonard S. Coleman         For       Withhold   Management
1.5   Elect Director Martin L. Edelman          For       Withhold   Management
1.6   Elect Director George Herrera             For       Withhold   Management
1.7   Elect Director Stephen P. Holmes          For       Withhold   Management
1.8   Elect Director Louise T. Blouin MacBain   For       Withhold   Management
1.9   Elect Director Cheryl D. Mills            For       Withhold   Management
1.10  Elect Director Brian Mulroney             For       Withhold   Management
1.11  Elect Director Robert E. Nederlander      For       Withhold   Management
1.12  Elect Director Ronald L. Nelson           For       Withhold   Management
1.13  Elect Director Robert W. Pittman          For       Withhold   Management
1.14  Elect Director Pauline D.E. Richards      For       Withhold   Management
1.15  Elect Director Sheli Z. Rosenberg         For       Withhold   Management
1.16  Elect Director Robert F. Smith            For       Withhold   Management
1.17  Elect Director Ronald L. Nelson           For       Withhold   Management
1.18  Elect Director Leonard S. Coleman         For       Withhold   Management
1.19  Elect Director Martin L. Edelman          For       Withhold   Management
1.20  Elect Director Sheli Z. Rosenberg         For       Withhold   Management
1.21  Elect Director F. Robert Salerno          For       For        Management
1.22  Elect Director Stender E. Sweeney         For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Reverse Stock Split               For       For        Management
4     Change Company Name                       For       For        Management
5     Company Specific-Redesignation of Common  For       For        Management
      Stock
6     Reduce Authorized Common Stock            For       For        Management
7     Non-Employee Director Compensation        Against   Against    Shareholder
8     Submit Severance Agreement (Change in     Against   Against    Shareholder
      Control) to shareholder Vote


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

CEPHALON, INC.

Ticker:       CEPH           Security ID:  156708109
Meeting Date: MAY 17, 2007   Meeting Type: Annual
Record Date:  MAR 22, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Frank Baldino, Jr., Ph.D.  For       For        Management
1.2   Elect Director William P. Egan            For       For        Management
1.3   Elect Director Martyn D. Greenacre        For       For        Management
1.4   Elect Director Vaughn M. Kailian          For       For        Management
1.5   Elect Director Kevin E. Moley             For       For        Management
1.6   Elect Director Charles A. Sanders, M.D.   For       For        Management
1.7   Elect Director Gail R. Wilensky, Ph.D.    For       For        Management
1.8   Elect Director Dennis L. Winger           For       For        Management
2     Increase Authorized Common Stock          For       For        Management
3     Amend Omnibus Stock Plan                  For       For        Management
4     Ratify Auditors                           For       For        Management


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

CHICAGO BRIDGE & IRON CO.

Ticker:       CBI            Security ID:  167250109
Meeting Date: JUL 28, 2006   Meeting Type: Annual
Record Date:  JUN 9, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     ELECTION OF L. RICHARD FLURY              For       Did Not    Management
                                                          Vote
2     ELECTION OF DAVID P. BORDAGES             Against   Did Not    Management
                                                          Vote
3     ELECTION OF VINCENT L. KONTNY             For       Did Not    Management
                                                          Vote
4     ELECTION OF SAMUEL C. LEVENTRY            Against   Did Not    Management
                                                          Vote
5     ELECTION OF PHILIP K. ASHERMAN            For       Did Not    Management
                                                          Vote
6     ELECTION OF LUCIANO REYES                 Against   Did Not    Management
                                                          Vote
7     TO ELECT CHICAGO BRIDGE & IRON COMPANY    For       Did Not    Management
      B.V. AS A MEMBER OF THE MANAGEMENT BOARD            Vote
8     TO ELECT LEALAND FINANCE COMPANY B.V. AS  Against   Did Not    Management
      A MEMBER OF THE MANAGEMENT BOARD                    Vote
9     TO AUTHORIZE THE PREPARATION OF THE       For       Did Not    Management
      ANNUAL ACCOUNTS AND THE ANNUAL REPORT               Vote
10    TO DISCHARGE THE MEMBERS OF THE           For       Did Not    Management
      MANAGEMENT BOARD FROM LIABILITY IN                  Vote
      RESPECT OF THE EXERCISE OF THEIR DUTIES
11    TO DISCHARGE THE MEMBERS OF THE           For       Did Not    Management
      SUPERVISORY BOARD FROM LIABILITY IN                 Vote
      RESPECT OF THE EXERCISE OF THEIR DUTIES
12    TO RESOLVE ON THE FINAL DIVIDEND FOR THE  For       Did Not    Management
      YEAR ENDED DECEMBER 31, 2005                        Vote
13    TO DETERMINE THE COMPENSATION OF THE      For       Did Not    Management
      NON-EXECUTIVE CHAIRMAN OF THE SUPERVISORY           Vote
      BOARD
14    TO APPROVE THE EXTENSION OF THE AUTHORITY For       Did Not    Management
      OF THE MANAGEMENT BOARD TO REPURCHASE UP            Vote
      TO 10% OF THE ISSUED SHARE CAPITAL
15    TO APPROVE THE EXTENSION OF THE AUTHORITY For       Did Not    Management
      OF THE SUPERVISORY BOARD TO ISSUE AND/OR            Vote
      GRANT RIGHTS TO ACQUIRE SHARES
16    TO APPOINT ERNST & YOUNG LLP OUR          For       Did Not    Management
      INDEPENDENT REGISTERED PUBLIC ACCOUNTING            Vote
      FIRM FOR THE YEAR ENDING DECEMBER 31,
      2006.


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

CHICAGO BRIDGE & IRON CO.

Ticker:       CBI            Security ID:  167250109
Meeting Date: MAY 10, 2007   Meeting Type: Annual
Record Date:  APR 2, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     TO ELECT A) JERRY H. BALLENGEE AS MEMBER  Against   Did Not    Management
      OF THE SUPERVISORY BOARD SELECT THE FOR             Vote
      OPTION. TO ELECT B) DAVID P. BORDAGES AS
      MEMBER OF THE SUPERVISORY BOARD SELECT
      THE AGAINST OPTION. TO ABSTAIN FROM
      VOTING ON EITHER NOMINEE SELECT THE
      ABSTAIN OPTION.
2     TO ELECT C) MICHAEL L. UNDERWOOD AS       Against   Did Not    Management
      MEMBER OF THE SUPERVISORY BOARD SELECT              Vote
      THE FOR OPTION. TO ELECT D) SAMUEL C.
      LEVENTRY AS MEMBER OF THE SUPERVISORY
      BOARD SELECT THE AGAINST OPTION. TO
      ABSTAIN FROM VOTING ON EITHER NOMINEE
      SELECT THE ABSTAIN OPTION.
3     TO AUTHORIZE THE PREPARATION OF THE       For       Did Not    Management
      ANNUAL ACCOUNTS AND THE ANNUAL REPORT AND           Vote
      TO ADOPT THE DUTCH STATUTORY ANNUAL
      ACCOUNTS.
4     TO DISCHARGE THE MEMBERS OF THE           For       Did Not    Management
      MANAGEMENT BOARD FROM LIABILITY IN                  Vote
      RESPECT OF THE EXERCISE OF THEIR DUTIES.
5     TO DISCHARGE THE MEMBERS OF THE           For       Did Not    Management
      SUPERVISORY BOARD FROM LIABILITY IN                 Vote
      RESPECT OF THE EXERCISE OF THEIR DUTIES.
6     TO RESOLVE ON THE FINAL DIVIDEND FOR THE  For       Did Not    Management
      YEAR ENDED DECEMBER 31, 2006.                       Vote
7     TO APPROVE THE EXTENSION OF THE AUTHORITY For       Did Not    Management
      OF THE MANAGEMENT BOARD TO REPURCHASE UP            Vote
      TO 10% OF THE ISSUED SHARE CAPITAL OF THE
      COMPANY UNTIL NOVEMBER 10, 2008.
8     TO APPROVE THE EXTENSION OF THE AUTHORITY For       Did Not    Management
      OF THE SUPERVISORY BOARD TO ISSUE AND/OR            Vote
      GRANT RIGHTS TO ACQUIRE SHARES
9     TO APPOINT ERNST & YOUNG LLP OUR          For       Did Not    Management
      INDEPENDENT REGISTERED PUBLIC ACCOUNTING            Vote
      FIRM FOR THE YEAR ENDING DECEMBER 31,
      2007.


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

CNET NETWORKS, INC.

Ticker:       CNET           Security ID:  12613R104
Meeting Date: JUN 22, 2007   Meeting Type: Annual
Record Date:  APR 23, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director John C. 'bud' Colligan     For       For        Management
1.2   Elect Director Jarl Mohn                  For       For        Management
1.3   Elect Director Mark C. Rosenthal          For       For        Management


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

COLONIAL BANCGROUP, INC., THE

Ticker:       CNB            Security ID:  195493309
Meeting Date: APR 18, 2007   Meeting Type: Annual
Record Date:  FEB 20, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Robert S. Craft            For       For        Management
1.2   Elect Director Hubert L. Harris           For       For        Management
1.3   Elect Director Clinton O. Holdbrooks      For       For        Management
1.4   Elect Director Robert E. Lowder           For       For        Management
1.5   Elect Director John C.H. Miller, Jr.      For       For        Management
1.6   Elect Director James Rane                 For       For        Management
2     Approve Non-Employee Director Restricted  For       For        Management
      Stock Plan
3     Approve Executive Incentive Bonus Plan    For       For        Management
4     Ratify Auditors                           For       For        Management


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

CON-WAY INC

Ticker:       CNW            Security ID:  205944101
Meeting Date: APR 17, 2007   Meeting Type: Annual
Record Date:  MAR 1, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director John J. Anton              For       For        Management
1.2   Elect Director W. Keith Kennedy, Jr.      For       For        Management
1.3   Elect Director John C. Pope               For       For        Management
1.4   Elect Director Douglas W. Stotlar         For       For        Management
1.5   Elect Director Peter W. Stott             For       For        Management
2     Ratify Auditors                           For       For        Management


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

CONSECO, INC.

Ticker:       CNO            Security ID:  208464883
Meeting Date: MAY 22, 2007   Meeting Type: Annual
Record Date:  APR 4, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Donna A. James             For       For        Management
1.2   Elect Director Debra J. Perry             For       For        Management
1.3   Elect Director C. James Prieur            For       For        Management
1.4   Elect Director Philip R. Roberts          For       For        Management
1.5   Elect Director Michael T. Tokarz          For       For        Management
1.6   Elect Director R. Glenn Hilliard          For       For        Management
1.7   Elect Director Neal C. Schneider          For       For        Management
1.8   Elect Director Michael S. Shannon         For       For        Management
1.9   Elect Director John G. Turner             For       For        Management
1.10  Elect Director Doreen A. Wright           For       For        Management
2     Ratify Auditors                           For       For        Management


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

CURTISS-WRIGHT CORP.

Ticker:       CW             Security ID:  231561101
Meeting Date: MAY 4, 2007    Meeting Type: Annual
Record Date:  MAR 6, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Martin R. Benante          For       For        Management
1.2   Elect Director James B. Busey Iv          For       For        Management
1.3   Elect Director S. Marce Fuller            For       For        Management
1.4   Elect Director Allen A. Kozinski          For       For        Management
1.5   Elect Director Carl G. Miller             For       For        Management
1.6   Elect Director William B. Mitchell        For       For        Management
1.7   Elect Director John R. Myers              For       For        Management
1.8   Elect Director William W. Sihler          For       For        Management
1.9   Elect Director Albert E. Smith            For       For        Management
2     Ratify Auditors                           For       For        Management


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

DRESSER-RAND GROUP INC.

Ticker:       DRC            Security ID:  261608103
Meeting Date: MAY 16, 2007   Meeting Type: Annual
Record Date:  MAR 30, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director William E. Macaulay        For       For        Management
1.2   Elect Director Jean-Paul Vettier          For       For        Management
1.3   Elect Director Vincent R. Volpe Jr.       For       For        Management
1.4   Elect Director Michael L. Underwood       For       For        Management
1.5   Elect Director Philip R, Roth             For       For        Management
1.6   Elect Director Louis A. Raspino           For       For        Management
1.7   Elect Director Rita V. Foley              For       For        Management
1.8   Elect Director Joseph C. Winkler          For       For        Management
2     Ratify Auditors                           For       For        Management


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

EDWARDS LIFESCIENCES CORPORATION

Ticker:       EW             Security ID:  28176E108
Meeting Date: MAY 10, 2007   Meeting Type: Annual
Record Date:  MAR 16, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Robert A. Ingram           For       For        Management
1.2   Elect Director Vernon R. Loucks Jr.       For       For        Management
2     Amend Omnibus Stock Plan                  For       For        Management
3     Amend Qualified Employee Stock Purchase   For       For        Management
      Plan
4     Ratify Auditors                           For       For        Management


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

EMDEON CORPORATION

Ticker:       HLTH           Security ID:  290849108
Meeting Date: SEP 12, 2006   Meeting Type: Annual
Record Date:  JUL 25, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Paul A. Brooke             For       For        Management
1.2   Elect Director James V. Manning           For       For        Management
1.3   Elect Director Martin J. Wygod            For       For        Management
2     Amend Omnibus Stock Plan                  For       For        Management
3     Ratify Auditors                           For       For        Management


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

ENDO PHARMACEUTICALS HOLDINGS INC

Ticker:       ENDP           Security ID:  29264F205
Meeting Date: MAY 30, 2007   Meeting Type: Annual
Record Date:  APR 18, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director John J. Delucca            For       For        Management
1.2   Elect Director Michel De Rosen            For       For        Management
1.3   Elect Director George F. Horner, III      For       For        Management
1.4   Elect Director Michael Hyatt              For       For        Management
1.5   Elect Director Roger H. Kimmel            For       For        Management
1.6   Elect Director Peter A. Lankau            For       For        Management
1.7   Elect Director C.A. Meanwell              For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Omnibus Stock Plan                For       For        Management


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

EVEREST RE GROUP LTD

Ticker:       RE             Security ID:  G3223R108
Meeting Date: MAY 23, 2007   Meeting Type: Annual
Record Date:  MAR 27, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Kenneth J. Duffy          For       For        Management
1.2   Elect  Director Joseph V. Taranto         For       For        Management
2     TO APPOINT PRICEWATERHOUSECOOPERS LLP AS  For       For        Management
      THE COMPANY S REGISTERED PUBLIC
      ACCOUNTING FIRM FOR THE YEAR ENDING
      DECEMBER 31, 2007 AND AUTHORIZE THE BOARD
      OF DIRECTORS ACTING BY THE AUDIT
      COMMITTEE OF THE BOARD TO SET THE FEES
      FOR THE REGISTERED PUBLIC ACCOU


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

FAMILY DOLLAR STORES, INC.

Ticker:       FDO            Security ID:  307000109
Meeting Date: JUN 19, 2007   Meeting Type: Annual
Record Date:  APR 25, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Mark R. Bernstein          For       For        Management
1.2   Elect Director Sharon Allred Decker       For       For        Management
1.3   Elect Director Edward C. Dolby            For       For        Management
1.4   Elect Director Glenn A. Eisenberg         For       For        Management
1.5   Elect Director Howard R. Levine           For       For        Management
1.6   Elect Director George R. Mahoney, Jr.     For       For        Management
1.7   Elect Director James G. Martin            For       For        Management
1.8   Elect Director Dale C. Pond               For       For        Management
2     Ratify Auditors                           For       For        Management


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

FIRST MIDWEST BANCORP, INC.

Ticker:       FMBI           Security ID:  320867104
Meeting Date: MAY 16, 2007   Meeting Type: Annual
Record Date:  MAR 19, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Vernon A. Brunner          For       For        Management
2     Elect Director Brother James Gaffney      For       For        Management
3     Elect Director John L. Sterling           For       For        Management
4     Elect Director J. Stephen Vanderwoude     For       For        Management


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

FOOT LOCKER INC

Ticker:       FL             Security ID:  344849104
Meeting Date: MAY 30, 2007   Meeting Type: Annual
Record Date:  APR 5, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director James E. Preston           For       For        Management
1.2   Elect Director Matthew D. Serra           For       For        Management
1.3   Elect Director Dona D. Young              For       For        Management
1.4   Elect Director Christopher A Sinclair     For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Omnibus Stock Plan                For       For        Management


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

GAP, INC., THE

Ticker:       GPS            Security ID:  364760108
Meeting Date: JUN 5, 2007    Meeting Type: Annual
Record Date:  APR 9, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Howard P. Behar            For       For        Management
1.2   Elect Director Adrian D.P. Bellamy        For       For        Management
1.3   Elect Director Domenico De Sole           For       For        Management
1.4   Elect Director Donald G. Fisher           For       For        Management
1.5   Elect Director Doris F. Fisher            For       For        Management
1.6   Elect Director Robert J. Fisher           For       For        Management
1.7   Elect Director Penelope L. Hughes         For       For        Management
1.8   Elect Director Bob L. Martin              For       For        Management
1.9   Elect Director Jorge P. Montoya           For       For        Management
1.10  Elect Director James M. Schneider         For       For        Management
1.11  Elect Director Mayo A. Shattuck, III      For       For        Management
1.12  Elect Director Kneeland C. Youngblood     For       For        Management
2     Ratify Auditors                           For       For        Management


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

GOODRICH CORPORATION

Ticker:       GR             Security ID:  382388106
Meeting Date: APR 24, 2007   Meeting Type: Annual
Record Date:  MAR 5, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Diane C. Creel             For       Did Not    Management
                                                          Vote
1.2   Elect Director George A. Davidson, Jr.    For       Did Not    Management
                                                          Vote
1.3   Elect Director Harris E. DeLoach, Jr.     For       Did Not    Management
                                                          Vote
1.4   Elect Director James W. Griffith          For       Did Not    Management
                                                          Vote
1.5   Elect Director William R. Holland         For       Did Not    Management
                                                          Vote
1.6   Elect Director John P. Jumper             For       Did Not    Management
                                                          Vote
1.7   Elect Director Marshall O. Larsen         For       Did Not    Management
                                                          Vote
1.8   Elect Director Lloyd W. Newton            For       Did Not    Management
                                                          Vote
1.9   Elect Director Douglas E. Olesen          For       Did Not    Management
                                                          Vote
1.10  Elect Director Alfred M. Rankin, Jr.      For       Did Not    Management
                                                          Vote
1.11  Elect Director A. Thomas Young            For       Did Not    Management
                                                          Vote
2     Ratify Auditors                           For       Did Not    Management
                                                          Vote
3     Pay For Superior Performance              Against   Did Not    Shareholder
                                                          Vote


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

HARTE-HANKS, INC.

Ticker:       HHS            Security ID:  416196103
Meeting Date: MAY 15, 2007   Meeting Type: Annual
Record Date:  MAR 30, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director William F. Farley          For       For        Management
1.2   Elect Director Larry Franklin             For       For        Management
1.3   Elect Director William K. Gayden          For       For        Management


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

HCC INSURANCE HOLDINGS, INC.

Ticker:       HCC            Security ID:  404132102
Meeting Date: MAY 10, 2007   Meeting Type: Annual
Record Date:  APR 2, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Frank J. Bramanti          For       For        Management
1.2   Elect Director Patrick B. Collins         For       For        Management
1.3   Elect Director James R. Crane             For       For        Management
1.4   Elect Director J. Robert Dickerson        For       For        Management
1.5   Elect Director Walter M. Duer             For       For        Management
1.6   Elect Director Edward H. Ellis, Jr.       For       For        Management
1.7   Elect Director James C. Flagg, Ph.D.      For       For        Management
1.8   Elect Director Allan W. Fulkerson         For       For        Management
1.9   Elect Director John N. Molbeck, Jr.       For       For        Management
1.10  Elect Director Michael A.F. Roberts       For       For        Management
2     Approve Executive Incentive Bonus Plan    For       For        Management
3     Ratify Auditors                           For       For        Management
4     Amend EEO Statement to Include Reference  Against   For        Shareholder
      to Sexual Orientation


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

HUBBELL INCORPORATED

Ticker:       HUB.B          Security ID:  443510201
Meeting Date: MAY 7, 2007    Meeting Type: Annual
Record Date:  MAR 9, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director E. Brooks                  For       For        Management
1.2   Elect Director G. Edwards                 For       For        Management
1.3   Elect Director A. Guzzi                   For       For        Management
1.4   Elect Director J. Hoffman                 For       For        Management
1.5   Elect Director A. Mcnally Iv              For       For        Management
1.6   Elect Director D. Meyer                   For       For        Management
1.7   Elect Director T. Powers                  For       For        Management
1.8   Elect Director G. Ratcliffe               For       For        Management
1.9   Elect Director R. Swift                   For       For        Management
1.10  Elect Director D. Van Riper               For       For        Management
2     Ratify Auditors                           For       For        Management


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

HUMAN GENOME SCIENCES, INC.

Ticker:       HGSI           Security ID:  444903108
Meeting Date: MAY 2, 2007    Meeting Type: Annual
Record Date:  MAR 9, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Richard J. Danzig          For       For        Management
1.2   Elect Director Jurgen Drews, M.D.         For       For        Management
1.3   Elect Director A. N. 'Jerry' Karabelas,   For       For        Management
      Ph.D.
2     Amend Qualified Employee Stock Purchase   For       For        Management
      Plan
3     Ratify Auditors                           For       For        Management


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

HUNTSMAN CORP

Ticker:       HUN            Security ID:  447011107
Meeting Date: MAY 3, 2007    Meeting Type: Annual
Record Date:  MAR 16, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Nolan D. Archibald         For       For        Management
1.2   Elect Director H.W. Lichtenberger         For       Withhold   Management
1.3   Elect Director Richard A. Michaelson      For       For        Management
2     Ratify Auditors                           For       For        Management


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

HYPERION SOLUTIONS CORP.

Ticker:       HYSL           Security ID:  44914M104
Meeting Date: NOV 15, 2006   Meeting Type: Annual
Record Date:  SEP 21, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Nanci Caldwell             For       For        Management
1.2   Elect Director Jeffrey Rodek              For       For        Management
1.3   Elect Director Maynard Webb               For       For        Management
2     Amend Omnibus Stock Plan                  For       For        Management
3     Ratify Auditors                           For       For        Management


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

ILLUMINA, INC.

Ticker:       ILMN           Security ID:  452327109
Meeting Date: JUN 7, 2007    Meeting Type: Annual
Record Date:  APR 10, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director A. Blaine Bowman           For       For        Management
1.2   Elect Director Paul Grint, M.D.           For       For        Management
1.3   Elect Director Jack Goldstein, Ph.D.      For       For        Management
1.4   Elect Director David R. Walt, Ph.D.       For       For        Management
1.5   Elect Director Roy A. Whitfield           For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Omnibus Stock Plan                  For       Against    Management


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

INTERSIL CORPORATION

Ticker:       ISIL           Security ID:  46069S109
Meeting Date: MAY 9, 2007    Meeting Type: Annual
Record Date:  MAR 16, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director David B. Bell              For       For        Management
1.2   Elect Director Richard M. Beyer           For       For        Management
1.3   Elect Director Robert W. Conn             For       For        Management
1.4   Elect Director James V. Diller            For       For        Management
1.5   Elect Director Gary E. Gist               For       For        Management
1.6   Elect Director Mercedes Johnson           For       For        Management
1.7   Elect Director Gregory Lang               For       For        Management
1.8   Elect Director Jan Peeters                For       For        Management
1.9   Elect Director Robert N. Pokelwaldt       For       For        Management
1.10  Elect Director James A. Urry              For       For        Management
2     Ratify Auditors                           For       For        Management


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

J. B. HUNT TRANSPORT SERVICES, INC.

Ticker:       JBHT           Security ID:  445658107
Meeting Date: MAY 2, 2007    Meeting Type: Annual
Record Date:  FEB 23, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Wayne Garrison             For       For        Management
1.2   Elect Director Gary Charles George        For       For        Management
1.3   Elect Director Bryan Hunt                 For       For        Management
2     Ratify Auditors                           For       For        Management


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

JANUS CAPITAL GROUP INC.

Ticker:       JNS            Security ID:  47102X105
Meeting Date: MAY 1, 2007    Meeting Type: Annual
Record Date:  MAR 5, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director G. Andrew Cox              For       For        Management
2     Elect Director Deborah R. Gatzek          For       For        Management
3     Elect Director Robert T. Parry            For       For        Management
4     Elect Director Jock Patton                For       For        Management
5     Ratify Auditors                           For       For        Management


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

JONES APPAREL GROUP, INC.

Ticker:       JNY            Security ID:  480074103
Meeting Date: JUN 14, 2007   Meeting Type: Annual
Record Date:  APR 9, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Peter Boneparth            For       For        Management
1.2   Elect Director Sidney Kimmel              For       For        Management
1.3   Elect Director Howard Gittis              For       For        Management
1.4   Elect Director Matthew H. Kamens          For       For        Management
1.5   Elect Director J. Robert Kerrey           For       For        Management
1.6   Elect Director Ann N. Reese               For       For        Management
1.7   Elect Director Gerald C. Crotty           For       For        Management
1.8   Elect Director Lowell W. Robinson         For       For        Management
1.9   Elect Director Frits D. van Paasschen     For       For        Management
2     Ratify Auditors                           For       For        Management
3     Company Specific--Adopt majority vote     For       For        Management
      standard for election of directors
4     Approve Executive Incentive Bonus Plan    For       For        Management
5     Advisory Vote to Ratify Named Executive   Against   For        Shareholder
      Officers' Compensation


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

MEDICIS PHARMACEUTICAL CORP.

Ticker:       MRX            Security ID:  584690309
Meeting Date: MAY 22, 2007   Meeting Type: Annual
Record Date:  MAR 30, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Jonah Shacknai             For       For        Management
1.2   Elect Director Michael A. Pietrangelo     For       For        Management
1.3   Elect Director Lottie H. Shackelford      For       For        Management
2     Amend Omnibus Stock Plan                  For       For        Management
3     Ratify Auditors                           For       For        Management


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

MURPHY OIL CORP.

Ticker:       MUR            Security ID:  626717102
Meeting Date: MAY 9, 2007    Meeting Type: Annual
Record Date:  MAR 12, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Frank W. Blue              For       For        Management
1.2   Elect Director Claiborne P. Deming        For       For        Management
1.3   Elect Director Robert A. Hermes           For       For        Management
1.4   Elect Director James V. Kelley            For       For        Management
1.5   Elect Director R. Madison Murphy          For       For        Management
1.6   Elect Director William C. Nolan, Jr.      For       For        Management
1.7   Elect Director Ivar B. Ramberg            For       For        Management
1.8   Elect Director Neal E. Schmale            For       For        Management
1.9   Elect Director David J. H. Smith          For       For        Management
1.10  Elect Directors Caroline G. Theus         For       For        Management
2     Approve Omnibus Stock Plan                For       For        Management
3     Approve Executive Incentive Bonus Plan    For       For        Management
4     Amend Qualified Employee Stock Purchase   For       Against    Management
      Plan
5     Ratify Auditors                           For       For        Management


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

NEWELL RUBBERMAID INC.

Ticker:       NWL            Security ID:  651229106
Meeting Date: MAY 8, 2007    Meeting Type: Annual
Record Date:  MAR 15, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Scott S. Cowen             For       Withhold   Management
1.2   Elect Director Cynthia A. Montgomery      For       Withhold   Management
1.3   Elect Director Gordon R. Sullivan         For       Withhold   Management
1.4   Elect Director Michael A. Todman          For       For        Management
2     Ratify Auditors                           For       For        Management
3     Adopt Simple Majority Vote                Against   For        Shareholder
4     Require a Majority Vote for the Election  Against   For        Shareholder
      of Directors


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

NEWFIELD EXPLORATION CO.

Ticker:       NFX            Security ID:  651290108
Meeting Date: MAY 3, 2007    Meeting Type: Annual
Record Date:  MAR 5, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director David A. Trice             For       For        Management
1.2   Elect Director David F. Schaible          For       For        Management
1.3   Elect Director Howard H. Newman           For       For        Management
1.4   Elect Director Thomas G. Ricks            For       For        Management
1.5   Elect Director C.E. (chuck) Shultz        For       For        Management
1.6   Elect Director Dennis R. Hendrix          For       For        Management
1.7   Elect Director Philip J. Burguieres       For       For        Management
1.8   Elect Director John Randolph Kemp III     For       For        Management
1.9   Elect Director J. Michael Lacey           For       For        Management
1.10  Elect Director Joseph H. Netherland       For       For        Management
1.11  Elect Director J. Terry Strange           For       For        Management
1.12  Elect Director Pamela J. Gardner          For       For        Management
1.13  Elect Director Juanita F. Romans          For       Withhold   Management
2     Approve Omnibus Stock Plan                For       For        Management
3     Amend Non-Employee Director Restricted    For       For        Management
      Stock Plan
4     Ratify Auditors                           For       For        Management


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

NOBLE ENERGY, INC.

Ticker:       NBL            Security ID:  655044105
Meeting Date: APR 24, 2007   Meeting Type: Annual
Record Date:  MAR 13, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Jeffrey L. Berenson        For       Did Not    Management
                                                          Vote
1.2   Elect Director Michael A. Cawley          For       Did Not    Management
                                                          Vote
1.3   Elect Director Edward F. Cox              For       Did Not    Management
                                                          Vote
1.4   Elect Director Charles D. Davidson        For       Did Not    Management
                                                          Vote
1.5   Elect Director Thomas J. Edelman          For       Did Not    Management
                                                          Vote
1.6   Elect Director Kirby L. Hedrick           For       Did Not    Management
                                                          Vote
1.7   Elect Director Bruce A. Smith             For       Did Not    Management
                                                          Vote
1.8   Elect Director William T. Van Kleef       For       Did Not    Management
                                                          Vote
2     Ratify Auditors                           For       Did Not    Management
                                                          Vote
3     Amend Stock Option Plan                   For       Did Not    Management
                                                          Vote
4     Separate Chairman and CEO Positions       Against   Did Not    Shareholder
                                                          Vote


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

NUCOR CORP.

Ticker:       NUE            Security ID:  670346105
Meeting Date: MAY 10, 2007   Meeting Type: Annual
Record Date:  MAR 12, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Daniel R. DiMicco          For       For        Management
1.2   Elect Director James D. Hlavacek          For       For        Management
1.3   Elect Director Raymond J. Milchovich      For       For        Management
2     Ratify Auditors                           For       For        Management
3     Require a Majority Vote for the Election  Against   For        Shareholder
      of Directors


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

OGE ENERGY CORP.

Ticker:       OGE            Security ID:  670837103
Meeting Date: MAY 17, 2007   Meeting Type: Annual
Record Date:  MAR 20, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Luke R. Corbett            For       For        Management
1.2   Elect Director Peter B. Delaney           For       For        Management
1.3   Elect Director Robert Kelley              For       For        Management
1.4   Elect Director J.D. Williams              For       For        Management
2     Ratify Auditors                           For       For        Management


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

OWENS-ILLINOIS, INC.

Ticker:       OI             Security ID:  690768403
Meeting Date: MAY 9, 2007    Meeting Type: Annual
Record Date:  MAR 12, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Albert P.L. Stroucken      For       For        Management
1.2   Elect Director Dennis K. Williams         For       For        Management
1.3   Elect Director Thomas L. Young            For       For        Management
2     Ratify Auditors                           For       For        Management


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

QUESTAR CORP.

Ticker:       STR            Security ID:  748356102
Meeting Date: MAY 15, 2007   Meeting Type: Annual
Record Date:  MAR 19, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Teresa Beck                For       For        Management
1.2   Elect Director R.D. Cash                  For       For        Management
1.3   Elect Director  Robert E. McKee           For       For        Management
1.4   Elect Director Gary G. Michael            For       For        Management
1.5   Elect Director Charles B. Stanley         For       For        Management


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

RADIOSHACK CORP.

Ticker:       RSH            Security ID:  750438103
Meeting Date: MAY 17, 2007   Meeting Type: Annual
Record Date:  MAR 20, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Frank J. Belatti           For       For        Management
1.2   Elect Director Julian C. Day              For       For        Management
1.3   Elect Director Robert S. Falcone          For       For        Management
1.4   Elect Director Daniel R. Feehan           For       For        Management
1.5   Elect Director Richard J. Hernandez       For       For        Management
1.6   Elect Director H. Eugene Lockhart         For       For        Management
1.7   Elect Director Jack L. Messman            For       For        Management
1.8   Elect Director William G. Morton, Jr.     For       For        Management
1.9   Elect Director Thomas G. Plaskett         For       For        Management
1.10  Elect Director Edwina D. Woodbury         For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Restricted Stock Plan             For       For        Management
4     Amend Executive Incentive Bonus Plan      For       For        Management
5     Amend Articles/Bylaws/Charter -- Call     Against   For        Shareholder
      Special Meetings


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

RAYONIER INC.

Ticker:       RYN            Security ID:  754907103
Meeting Date: MAY 17, 2007   Meeting Type: Annual
Record Date:  MAR 19, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director C. David Brown, II         For       For        Management
1.2   Elect Director Thomas I. Morgan           For       For        Management
1.3   Elect Director Lee M. Thomas              For       For        Management
2     Company Specific--Adopt Majority Voting   For       For        Management
      for the Election of Directors
3     Amend Omnibus Stock Plan                  For       For        Management
4     Ratify Auditors                           For       For        Management


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

ROWAN COMPANIES, INC.

Ticker:       RDC            Security ID:  779382100
Meeting Date: MAY 8, 2007    Meeting Type: Annual
Record Date:  MAR 9, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director William T. Fox, III        For       For        Management
1.2   Elect Director Sir Graham Hearne          For       For        Management
1.3   Elect Director Henry E. Lentz             For       For        Management
1.4   Elect Director P. Dexter Peacock          For       For        Management
2     Ratify Auditors                           For       For        Management


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

SERONO SA (FORMERLY ARES-SERONO SA)

Ticker:       SRA            Security ID:  81752M101
Meeting Date: JAN 5, 2007    Meeting Type: Special
Record Date:  NOV 29, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     AMENDMENT OF THE COMPANY S ARTICLES OF    For       Did Not    Management
      ASSOCIATION                                         Vote
2     THE BOARD OF DIRECTORS PROPOSES TO ELECT: For       Did Not    Management
      DR. MICHAEL BECKER                                  Vote
3     THE BOARD OF DIRECTORS PROPOSES TO ELECT: For       Did Not    Management
      MR. ELMAR SCHNEE                                    Vote
4     THE BOARD OF DIRECTORS PROPOSES TO ELECT: For       Did Not    Management
      MR. JOSEPH DUBACHER                                 Vote
5     THE BOARD OF DIRECTORS PROPOSES TO ELECT: For       Did Not    Management
      DR. AXEL VON WIETERSHEIM                            Vote
6     THE BOARD OF DIRECTORS PROPOSES TO ELECT: For       Did Not    Management
      MR. PETER BOHNENBLUST                               Vote
7     THE BOARD OF DIRECTORS PROPOSES TO ELECT: For       Did Not    Management
      MR. CARLO LOMBARDINI                                Vote
8     THE BOARD OF DIRECTORS PROPOSES TO ELECT: For       Did Not    Management
      MR. PHILIPPE TISCHHAUSER                            Vote


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

SMITHFIELD FOODS, INC.

Ticker:       SFD            Security ID:  832248108
Meeting Date: AUG 30, 2006   Meeting Type: Annual
Record Date:  JUL 12, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Joseph W. Luter, III       For       For        Management
1.2   Elect Director Wendell H. Murphy          For       For        Management
1.3   Elect Director C. Larry Pope              For       For        Management
2     Amend Omnibus Stock Plan                  For       For        Management
3     Ratify Auditors                           For       For        Management
4     Sustainability Report                     Against   For        Shareholder
5     Report on Animal Welfare Standards        Against   Against    Shareholder
6     Performance-Based and/or Time-Based       Against   Against    Shareholder
      Equity Awards


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

SMURFIT - STONE CONTAINER CORP.

Ticker:       SSCC           Security ID:  832727101
Meeting Date: MAY 9, 2007    Meeting Type: Annual
Record Date:  MAR 12, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director James R. Boris             For       For        Management
1.2   Elect Director Connie K. Duckworth        For       For        Management
1.3   Elect Director Alan E. Goldberg           For       Withhold   Management
1.4   Elect Director William T. Lynch, Jr.      For       For        Management
1.5   Elect Director Patrick J. Moore           For       For        Management
1.6   Elect Director James J. O'Connor          For       For        Management
1.7   Elect Director Jerry K. Pearlman          For       For        Management
1.8   Elect Director Thomas A. Reynolds, III    For       For        Management
1.9   Elect Director Eugene C. Sit              For       For        Management
1.10  Elect Director William D. Smithburg       For       For        Management
2     Ratify Auditors                           For       For        Management


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

SOVEREIGN BANCORP, INC.

Ticker:       SOV            Security ID:  845905108
Meeting Date: SEP 20, 2006   Meeting Type: Annual
Record Date:  AUG 1, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Brian Hard                 For       For        Management
1.2   Elect Director Marian L. Heard            For       For        Management
1.3   Elect Director Cameron C. Troilo, Sr.     For       For        Management
1.4   Elect Director Ralph V. Whitworth         For       For        Management
2     Approve Non-Employee Director Stock       For       For        Management
      Option Plan
3     Ratify Auditors                           For       For        Management
4     Declassify the Board of Directors         Against   For        Shareholder


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

TECH DATA CORP.

Ticker:       TECD           Security ID:  878237106
Meeting Date: JUN 5, 2007    Meeting Type: Annual
Record Date:  APR 2, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Charles E. Adair           For       For        Management
1.2   Elect Director Maximilian Ardelt          For       For        Management
1.3   Elect Director John Y. Williams           For       For        Management
1.4   Elect Director Thomas I. Morgan           For       For        Management
1.5   Elect Director Robert M. Dutkowsky        For       For        Management
2     Approve Executive Incentive Bonus Plan    For       For        Management


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

TELLABS, INC.

Ticker:       TLAB           Security ID:  879664100
Meeting Date: APR 26, 2007   Meeting Type: Annual
Record Date:  FEB 28, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Michael J. Birck           For       For        Management
1.2   Elect Director Fred A. Krehbiel           For       For        Management
1.3   Elect Director Krish A. Prabhu            For       For        Management
1.4   Elect Director Linda Beck                 For       For        Management
2     Ratify Auditors                           For       For        Management


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

TENET HEALTHCARE CORP.

Ticker:       THC            Security ID:  88033G100
Meeting Date: MAY 10, 2007   Meeting Type: Annual
Record Date:  MAR 15, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Trevor Fetter              For       For        Management
1.2   Elect Director John Ellis (Jeb) Bush      For       For        Management
1.3   Elect Director Brenda J. Gaines           For       For        Management
1.4   Elect Director Karen M. Garrison          For       For        Management
1.5   Elect Director Edward A. Kangas           For       For        Management
1.6   Elect Director J. Robert Kerrey           For       For        Management
1.7   Elect Director Floyd D. Loop, M.D.        For       For        Management
1.8   Elect Director Richard R. Pettingill      For       For        Management
1.9   Elect Director James A. Unruh             For       For        Management
1.10  Elect Director J. McDonald Williams       For       For        Management
2     Amend Executive Incentive Bonus Plan      For       For        Management
3     Ratify Auditors                           For       For        Management


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

TIBCO SOFTWARE, INC.

Ticker:       TIBX           Security ID:  88632Q103
Meeting Date: APR 18, 2007   Meeting Type: Annual
Record Date:  FEB 20, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Vivek Y. Ranadive          For       For        Management
1.2   Elect Director Bernard J. Bourigeaud      For       For        Management
1.3   Elect Director Eric C.W. Dunn             For       For        Management
1.4   Elect Director Narendra K. Gupta          For       For        Management
1.5   Elect Director Peter J. Job               For       For        Management
1.6   Elect Director Philip K. Wood             For       For        Management
2     Ratify Auditors                           For       For        Management


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

TIMKEN CO. (THE)

Ticker:       TKR            Security ID:  887389104
Meeting Date: MAY 1, 2007    Meeting Type: Annual
Record Date:  FEB 16, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director James W. Griffith          For       For        Management
1.2   Elect Director Jerry J. Jasinowski        For       For        Management
1.3   Elect Director John A. Luke, Jr.          For       For        Management
1.4   Elect Director Frank C. Sullivan          For       For        Management
1.5   Elect Director Ward J. Timken             For       For        Management
2     Amend EEO Statement to Include Reference  Against   For        Shareholder
      to Sexual Orientation


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

UNITED RENTALS, INC.

Ticker:       URI            Security ID:  911363109
Meeting Date: JUN 4, 2007    Meeting Type: Annual
Record Date:  APR 24, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Bradley S. Jacobs          For       For        Management
2     Elect Director Howard L. Clark, Jr.       For       For        Management
3     Elect Director Mark A. Suwyn              For       For        Management
4     Elect Director Lawrence 'Keith' Wimbush   For       For        Management
5     Ratify Auditors                           For       For        Management
6     Declassify the Board of Directors         For       For        Management


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

VALASSIS COMMUNICATIONS, INC.

Ticker:       VCI            Security ID:  918866104
Meeting Date: MAY 15, 2007   Meeting Type: Annual
Record Date:  MAR 20, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Joseph B. Anderson, Jr.    For       For        Management
1.2   Elect Director Patrick F. Brennan         For       For        Management
1.3   Elect Director Kenneth V. Darish          For       For        Management
1.4   Elect Director Barry P. Hoffman           For       For        Management
1.5   Elect Director Dr. Walter H. Ku           For       For        Management
1.6   Elect Director Robert L. Recchia          For       For        Management
1.7   Elect Director Marcella A. Sampson        For       For        Management
1.8   Elect Director Alan F. Schultz            For       For        Management
1.9   Elect Director Faith Whittlesey           For       For        Management
2     Ratify Auditors                           For       For        Management


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

W.W. GRAINGER, INC.

Ticker:       GWW            Security ID:  384802104
Meeting Date: APR 25, 2007   Meeting Type: Annual
Record Date:  MAR 5, 2007

#     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


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

WEBSTER FINANCIAL CORP.

Ticker:       WBS            Security ID:  947890109
Meeting Date: APR 26, 2007   Meeting Type: Annual
Record Date:  FEB 22, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Joel S. Becker             For       For        Management
1.2   Elect Director William T. Bromage         For       For        Management
1.3   Elect Director James C. Smith             For       For        Management
2     Amend Omnibus Stock Plan                  For       For        Management
3     Ratify Auditors                           For       For        Management


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

WISCONSIN ENERGY CORP.

Ticker:       WEC            Security ID:  976657106
Meeting Date: MAY 3, 2007    Meeting Type: Annual
Record Date:  FEB 23, 2007

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


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

WYNDHAM WORLDWIDE CORP

Ticker:       WYN            Security ID:  98310W108
Meeting Date: APR 26, 2007   Meeting Type: Annual
Record Date:  MAR 7, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Rt. Hon Brian Mulroney     For       For        Management
1.2   Elect Director Michael H. Wargotz         For       For        Management
2     Ratify Auditors                           For       For        Management

========== END NPX REPORT


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.


By:     /s/ Robert C. Doll, Jr.
       ------------------------
       Robert C. Doll, Jr.
       Chief Executive Officer
       BlackRock Mid Cap Value Opportunities Fund of
       BlackRock Mid Cap Value Opportunities Series, Inc.


Date:  August 15, 2007