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 811-10359 Morgan Stanley Mid-Cap Value 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: 8/31 Date of reporting period: 7/1/08 - 6/30/09 ******************************* FORM N-Px REPORT ******************************* ICA File Number: 811-10359 Reporting Period: 07/01/2008 - 06/30/2009 Morgan Stanley Mid-Cap Value Fund ====================== MORGAN STANLEY MID-CAP VALUE FUND ======================= ACE LTD. Ticker: ACE Security ID: G0070K103 Meeting Date: JUL 14, 2008 Meeting Type: Annual Record Date: MAY 27, 2008 # Proposal Mgt Rec Vote Cast Sponsor 1 ELECTION OF DIRECTOR: MICHAEL G. ATIEH For For Management TO TERM EXPIRING IN 2009. 2 ELECTION OF DIRECTOR: MARY A. CIRILLO For For Management TO TERM EXPIRING IN 2009. 3 ELECTION OF DIRECTOR: BRUCE L. CROCKETT For For Management TO TERM EXPIRING IN 2009. 4 ELECTION OF DIRECTOR: THOMAS J. NEFF TO For For Management TERM EXPIRING IN 2009. 5 ELECTION OF DIRECTOR: GARY M. STUART TO For For Management TERM EXPIRING IN 2009. 6 ELECTION OF DIRECTOR: ROBERT M. For For Management HERNANDEZ TO TERM EXPIRING IN 2010. 7 ELECTION OF DIRECTOR: PETER MENIKOFF TO For For Management TERM EXPIRING IN 2010. 8 ELECTION OF DIRECTOR: ROBERT RIPP TO For For Management TERM EXPIRING IN 2010. 9 ELECTION OF DIRECTOR: DERMOT F. SMURFIT For For Management TO TERM EXPIRING IN 2010. 10 ELECTION OF DIRECTOR: EVAN G. GREENBERG For For Management TO TERM EXPIRING IN 11 ELECTION OF DIRECTOR: JOHN A. KROL TO For For Management TERM EXPIRING IN 2011. 12 ELECTION OF DIRECTOR: LEO F. MULLIN TO For For Management TERM EXPIRING IN 2011. 13 ELECTION OF DIRECTOR: OLIVIER STEIMER For For Management TO TERM EXPIRING IN 2011. 14 APPROVAL OF THE AMENDMENT (THE For For Management DE-REGISTRATION AMENDMENT ) TO THE COMPANY S MEMORANDUM OF ASSOCIATION AND ARTICLES OF ASSOCIATION TO PERMIT THE DEREGISTRATION OF THE COMPANY FROM THE CAYMAN ISLANDS 15 APPROVAL OF THE AMENDMENT (THE For For Management FINANCIAL STATEMENT AMENDMENT ) TO THE COMPANY S ARTICLES OF ASSOCIATION TO REQUIRE THE COMPANY TO PREPARE AND PROVIDE TO SHAREHOLDERS NOT LESS THAN ANNUALLY AN UNCONSOLIDATED BALANCE SHEET OF THE COMPANY 16 APPROVAL OF AMENDMENTS TO THE ARTICLES For For Management OF ASSOCIATION WHICH WILL HAVE THE EFFECT OF INCREASING THE PAR VALUE OF THE ORDINARY SHARES FROM $0.041666667 TO AN AMOUNT IN SWISS FRANCS EQUAL TO $11,000,000,000 DIVIDED BY THE NUMBER OF OUR ORDINARY SHARES 17 APPROVAL OF THE COMPANY S For For Management DE-REGISTRATION FROM THE CAYMAN ISLANDS AND CONTINUATION IN SWITZERLAND (THE CONTINUATION ) 18 APPROVAL OF THE NAME OF THE COMPANY For For Management 19 APPROVAL OF THE CHANGE OF THE PURPOSE For For Management OF THE COMPANY 20 APPROVAL OF THE REARRANGEMENT OF THE For For Management COMPANY S EXISTING SHARE CAPITAL 21 APPROVAL OF THE COMPANY S ARTICLES OF For For Management ASSOCIATION 22 CONFIRMATION OF SWISS LAW AS THE For For Management AUTHORITATIVE LEGISLATION GOVERNING THE COMPANY 23 CONFIRMATION OF THE PRINCIPAL PLACE OF For For Management BUSINESS OF THE COMPANY AS ZURICH, SWITZERLAND 24 RATIFY AUDITORS For For Management 25 APPROVAL OF THE COMPANY S 2004 For For Management LONG-TERM INCENTIVE PLAN AS AMENDED THROUGH THE FOURTH AMENDMENT 26 RATIFY AUDITORS For For Management 27 APPROVAL OF PAYMENT OF A DIVIDEND For For Management THROUGH A REDUCTION OF THE PAR VALUE OF OUR SHARES IN AN AMOUNT EQUAL TO THE SWISS FRANC EQUIVALENT OF $0.87, CONVERTED INTO SWISS FRANCS - -------------------------------------------------------------------------------- ACE LTD. Ticker: ACE Security ID: H0023R105 Meeting Date: MAY 20, 2009 Meeting Type: Annual Record Date: MAR 31, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1 Election Of Director: Michael G. Atieh For Against Management 2 Election Of Director: Mary A. Cirillo For For Management 3 Election Of Director: Bruce L. Crockett For For Management 4 Election Of Director: Thomas J. Neff For For Management 5 Approval Of The Annual Report For For Management 6 Approval Of The Statutory Financial For For Management Statements Of Ace Limited 7 Approval Of The Consolidated Financial For For Management Statements 8 Allocation Of Disposable Profit For For Management 9 Discharge Of The Board Of Directors For For Management 10 Amendment Of Articles Of Association For For Management Relating To Special Auditor 11 Election Of Pricewaterhousecoopers Ag For For Management (zurich) As Our Statutoryauditor Until Our Next Annual Ordinary General Meeting 12 Ratification Of Appointment Of For For Management Independent Registered Publicaccounting Firm Pricewaterhousecoopers Llp 13 Election Of Bdo Visura (zurich) As For For Management Special Auditing Firm Until our Next Annual Ordinary General Meeting 14 Approval Of The Payment Of A Dividend For For Management In The Form Of Adistribution Through A Reduction Of The Par Value Of Our Shares - -------------------------------------------------------------------------------- AMERICAN ELECTRIC POWER CO. Ticker: AEP Security ID: 025537101 Meeting Date: APR 28, 2009 Meeting Type: Annual Record Date: MAR 2, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director E. R. Brooks For Withhold Management 1.2 Elect Director Donald M. Carlton For Withhold Management 1.3 Elect Director Ralph D. Crosby, Jr. For Withhold Management 1.4 Elect Director Linda A. Goodspeed For Withhold Management 1.5 Elect Director Thomas E. Hoaglin For Withhold Management 1.6 Elect Director Lester A. Hudson, Jr. For Withhold Management 1.7 Elect Director Michael G. Morris For Withhold Management 1.8 Elect Director Lionel L. Nowell III For Withhold Management 1.9 Elect Director Richard L. Sandor For Withhold Management 1.10 Elect Director Kathryn D. Sullivan For Withhold Management 1.11 Elect Director Sara Martinez Tucker For For Management 1.12 Elect Director John F. Turner For For Management 2 Eliminate Cumulative Voting and Adopt For For Management Majority Voting for Uncontested Election of Directors 3 Ratify Auditors For For Management - -------------------------------------------------------------------------------- ASPEN INSURANCE HOLDINGS, LTD. Ticker: AHL Security ID: G05384105 Meeting Date: APR 29, 2009 Meeting Type: Annual Record Date: MAR 2, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Reelect Richard Houghton as Class II For For Management Director 1.2 Reelect Julian Cusack as Class II For For Management Director 1.3 Reelect Glyn Jones as Class II Director For For Management 2 Appoint KPMG Audit Plc as Auditors and For For Management Authorize Board to Fix Their Remuneration 3 Adopt the Amended and Restated Bye-laws For For Management 4 Adopt the Amendments to the Memorandum For For Management of Association 5.1 Elect Glyn Jones as Director of Aspen For For Management Insurance UK Limited 5.2 Elect Christopher O'Kane as Director of For For Management Aspen Insurance UK Limited 5.3 Elect Richard Bucknall as Director of For For Management Aspen Insurance UK Limited 5.4 Elect Ian Cormack as Director of Aspen For For Management Insurance UK Limited 5.5 Elect Richard Houghton as Director of For For Management Aspen Insurance UK Limited 5.6 Elect Stephen Rose as Director of Aspen For For Management Insurance UK Limited 5.7 Elect Oliver Peterken as Director of For For Management Aspen Insurance UK Limited 5.8 Elect Heidi Hutter as Director of Aspen For For Management Insurance UK Limited 6 Amend Aspen Insurance UK Limited's For For Management Articles of Association 7.1 Elect Christopher O'Kane as Director of For For Management Aspen Insurance UK Services Limited 7.2 Elect Richard Houghton as Director of For For Management Aspen Insurance UK Services Limited 7.3 Elect Stephen Rose as Director of Aspen For For Management Insurance UK Services Limited 8 Amend Aspen Insurance UK Services For For Management Limited's Articles of Association 9.1 Elect Christopher O'Kane as Director of For For Management Aspen Insurance (UK) Holdings Limited 9.2 Elect Richard Houghton as Director of For For Management Aspen Insurance (UK) Holdings Limited 9.3 Elect Stephen Rose as Director of Aspen For For Management Insurance (UK) Holdings Limited 10 Amend Aspen (UK) Holdings Limited's For For Management Articles of Association 11.1 Elect Stephen Rose as Director of AIUK For For Management Trustees Limited 11.2 Elect John Henderson as Director of For For Management AIUK Trustees Limited 11.3 Elect Christopher Woodman as Director For For Management of AIUK Trustees Limited 11.4 Elect Michael Cain as Director of AIUK For For Management Trustees Limited 11.5 Elect Katharine Wade as Director of For For Management AIUK Trustees Limited 12 Amend AIUK Trustees Limited's Articles For For Management of Association 13.1 Elect Karen Green as Director of Aspen For For Management Underwriting Limited 13.2 Elect Christopher O'Brien as Director For For Management of Aspen Underwriting Limited 14 Amend Aspen Underwriting Limited's For For Management Articles of Association 15.1 Elect Richard Bucknall as Director of For For Management Aspen Managing Agency Limited 15.2 Elect John Hobbs as Director of Aspen For For Management Managing Agency Limited 15.3 Elect James Ingham Clark as Director of For For Management Aspen Managing Agency Limited 15.4 Elect Robert Long as Director of Aspen For For Management Managing Agency Limited 15.5 Elect Christopher O'Brien as Director For For Management of Aspen Managing Agency Limited 15.6 Elect Matthew Yeldham as Director of For For Management Aspen Managing Agency Limited 15.7 Elect Karen Green as Director of Aspen For For Management Managing Agency Limited 15.8 Elect Heidi Hutter as Director of Aspen For For Management Managing Agency Limited 16 Amend Aspen Managing Agency Limited's For For Management Articles of Association 17.1 Elect Christopher O'Kane as Director of For For Management Aspen Insurance Ltd. and Authorize Appointment of Any Individual as an Alternate Director to Fill Vacancies and to Fix the Remuneration of Such Directors 17.2 Elect Julian Cusack as Director of For For Management Aspen Insurance Ltd. and Authorize Appointment of Any Individual as an Alternate Director to Fill Vacancies and to Fix the Remuneration of Such Directors 17.3 Elect James Few as Director of Aspen For For Management Insurance Limited and Authorize Appointment of Any Individual as an Alternate Director to Fill Vacancies and to Fix the Remuneration of Such Directors 17.4 Elect Oliver Peterken as Director of For For Management Aspen Insurance Limited and Authorize Appointment of Any Individual as an Alternate Director to Fill Vacancies and to Fix the Remuneration of Such Directors 17.5 Elect David Skinner as Director of For For Management Aspen Insurance Ltd. and Authorize Appointment of Any Individual as an Alternate Director to Fill Vacancies and to Fix the Remuneration of Such Directors 17.6 Elect Karen Green as Director of Aspen For For Management Insurance Limited and Authorize Appointment of Any Individual as an Alternate Director to Fill Vacancies and to Fix the Remuneration of Such Directors 17.7 Elect Heather Kitson as Director of For For Management Aspen Insurance Limited and Authorize Appointment of Any Individual as an Alternate Director to Fill Vacancies and to Fix the Remuneration of Such Directors 18 Appoint KPMG Audit Plc as Auditor of For For Management Aspen Insurance Limited and Authorize its Board to Fix Their Remuneration 19 Amend Aspen Insurance Limited's For For Management Bye-Laws 20 Amend Aspen Insurance Limited's For For Management Memorandum of Association - -------------------------------------------------------------------------------- AUTOLIV INC. Ticker: ALV Security ID: 052800109 Meeting Date: MAY 6, 2009 Meeting Type: Annual Record Date: MAR 9, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director George A. Lorch For For Management 1.2 Elect Director James M. Ringler For For Management 1.3 Elect Director Kazuhiko Sakamoto For For Management 1.4 Elect Director Wolfgang Ziebart For For Management 2 Ratify Auditors For For Management 3 Amend Omnibus Stock Plan For For Management - -------------------------------------------------------------------------------- AVERY DENNISON CORP. Ticker: AVY Security ID: 053611109 Meeting Date: APR 23, 2009 Meeting Type: Annual Record Date: FEB 23, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director John T. Cardis For For Management 1.2 Elect Director David E.I. Pyott For For Management 1.3 Elect Director Dean A. Scarborough For For Management 1.4 Elect Director Julia A. Stewart For For Management 2 Ratify Auditors For For Management 3 Approve Executive Incentive Bonus Plan For For Management - -------------------------------------------------------------------------------- BECKMAN COULTER, INC. Ticker: BEC Security ID: 075811109 Meeting Date: APR 23, 2009 Meeting Type: Annual Record Date: FEB 23, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Peter B. Dervan For For Management 1.2 Elect Director Scott Garrett For For Management 1.3 Elect Director Susan Nowakowski For For Management 1.4 Elect Director Glenn S. Schafer For For Management 2 Ratify Auditors For For Management 3 Amend Omnibus Stock Plan For For Management - -------------------------------------------------------------------------------- BROOKDALE SENIOR LIVING INC. Ticker: BKD Security ID: 112463104 Meeting Date: JUN 23, 2009 Meeting Type: Annual Record Date: APR 24, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Jeffrey R. Leeds For Withhold Management 1.2 Elect Director Mark J. Schulte For For Management 1.3 Elect Director Samuel Waxman For Withhold Management 2 Ratify Auditors For For Management 3 Amend Omnibus Stock Plan For For Management - -------------------------------------------------------------------------------- CAPITALSOURCE, INC Ticker: CSE Security ID: 14055X102 Meeting Date: APR 30, 2009 Meeting Type: Annual Record Date: MAR 9, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director William G. Byrnes For Withhold Management 1.2 Elect Director John K. Delaney For For Management 1.3 Elect Director Sara L. Grootwassink For Withhold Management 2 Ratify Auditors 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 - -------------------------------------------------------------------------------- CONAGRA FOODS INC. Ticker: CAG Security ID: 205887102 Meeting Date: SEP 25, 2008 Meeting Type: Annual Record Date: AUG 1, 2008 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Mogens C. Bay For Withhold Management 1.2 Elect Director Stephen G. Butler For For Management 1.3 Elect Director Steven F. Goldstone For For Management 1.4 Elect Director W.G. Jurgensen For For Management 1.5 Elect Director Ruth Ann Marshall For For Management 1.6 Elect Director Gary M. Rodkin For For Management 1.7 Elect Director Andrew J. Schindler For For Management 1.8 Elect Director Kenneth E. Stinson For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- DIEBOLD, INC. Ticker: DBD Security ID: 253651103 Meeting Date: NOV 12, 2008 Meeting Type: Annual Record Date: OCT 3, 2008 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Louis V. Bockius, III For For Management 1.2 Elect Director Phillip R. Cox For For Management 1.3 Elect Director Richard L. Crandall For For Management 1.4 Elect Director Gale S. Fitzgerald For For Management 1.5 Elect Director Phillip B. Lassiter For Withhold Management 1.6 Elect Director John N. Lauer For Withhold Management 1.7 Elect Director Eric J. Roorda For For Management 1.8 Elect Director Thomas W. Swidarski For For Management 1.9 Elect Director Henry D.G. Wallace For Withhold Management 1.10 Elect Director Alan J. Weber For For Management 2 Ratify Auditors For Against Management - -------------------------------------------------------------------------------- DIEBOLD, INC. Ticker: DBD Security ID: 253651103 Meeting Date: APR 23, 2009 Meeting Type: Annual Record Date: FEB 27, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Phillip R. Cox For For Management 1.2 Elect Director Richard L. Crandall For For Management 1.3 Elect Director Gale S. Fitzgerald For For Management 1.4 Elect Director Phillip B. Lassiter For Withhold Management 1.5 Elect Director John N. Lauer For For Management 1.6 Elect Director Eric J. Roorda For For Management 1.7 Elect Director Thomas W. Swidarski For For Management 1.8 Elect Director Henry D. G. Wallace For Withhold Management 1.9 Elect Director Alan J. Weber For For Management 2 Ratify Auditors For For Management 3 Amend Omnibus Stock Plan For For Management - -------------------------------------------------------------------------------- EL PASO CORP Ticker: EP Security ID: 28336L109 Meeting Date: MAY 6, 2009 Meeting Type: Annual Record Date: MAR 11, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Juan Carlos Braniff For For Management 1.2 Elect Director James L. Dunlap For For Management 1.3 Elect Director Douglas L. Foshee For For Management 1.4 Elect Director Robert W. Goldman For For Management 1.5 Elect Director Anthony W. Hall, Jr. For For Management 1.6 Elect Director Thomas R. Hix For For Management 1.7 Elect Director Ferrell P. McClean For For Management 1.8 Elect Director Steven J. Shapiro For For Management 1.9 Elect Director J. Michael Talbert For For Management 1.10 Elect Director Robert F. Vagt For For Management 1.11 Elect Director John L. Whitmire 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 - -------------------------------------------------------------------------------- ESTEE LAUDER COMPANIES INC., THE Ticker: EL Security ID: 518439104 Meeting Date: NOV 7, 2008 Meeting Type: Annual Record Date: SEP 16, 2008 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Charlene Barshefsky For For Management 1.2 Elect Director Leonard A. Lauder For For Management 1.3 Elect Director Ronald S. Lauder For For Management 2 Approve Executive Incentive Bonus Plan For For Management 3 Ratify Auditors For For Management - -------------------------------------------------------------------------------- FLEXTRONICS INTERNATIONAL LTD. Ticker: FLEX Security ID: Y2573F102 Meeting Date: SEP 30, 2008 Meeting Type: Annual Record Date: AUG 22, 2008 # Proposal Mgt Rec Vote Cast Sponsor 1 RE-ELECTION OF MR. H. RAYMOND BINGHAM For For Management AS A DIRECTOR OF FLEXTRONICS. 2 RE-ELECTION OF MR. AJAY B. SHAH AS A For For Management DIRECTOR OF FLEXTRONICS. 3 RE-ELECTION OF DR. WILLY C. SHIH AS A For For Management DIRECTOR OF FLEXTRONICS. 4 RE-APPOINTMENT OF MR. ROCKWELL A. For For Management SCHNABEL AS A DIRECTOR OF FLEXTRONICS. 5 RATIFY AUDITORS For For Management 6 TO APPROVE THE GENERAL AUTHORIZATION For For Management FOR THE DIRECTORS OF FLEXTRONICS TO ALLOT AND ISSUE ORDINARY SHARES. 7 TO APPROVE THE RENEWAL OF THE SHARE For For Management PURCHASE MANDATE RELATING TO ACQUISITIONS BY FLEXTRONICS OF ITS OWN ISSUED ORDINARY SHARES. 8 APPROVE AN AMENDMENT TO 2001 EQUITY For For Management INCENTIVE PLAN TO INCREASE THE SUB-LIMIT ON THE MAXIMUM NUMBER OF ORDINARY SHARES WHICH MAY BE ISSUED AS SHARE BONUSES BY 5,000,000 ORDINARY SHARES. 9 TO APPROVE AN AMENDMENT TO THE 2001 For For Management EQUITY INCENTIVE PLAN TO INCREASE THE SUB-LIMIT ON THE MAXIMUM NUMBER OF ORDINARY SHARES SUBJECT TO AWARDS WHICH MAY BE GRANTED TO A PERSON IN A SINGLE CALENDAR YEAR BY 2,000,000 ORDINARY SHARES. 10 TO APPROVE AN AMENDMENT TO THE 2001 For For Management EQUITY INCENTIVE PLAN TO INCREASE THE NUMBER OF ORDINARY SHARES RESERVED FOR ISSUANCE BY 20,000,000 ORDINARY SHARES. - -------------------------------------------------------------------------------- GOODRICH CORPORATION Ticker: GR Security ID: 382388106 Meeting Date: APR 21, 2009 Meeting Type: Annual Record Date: MAR 2, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Diane C. Creel For For Management 1.2 Elect Director George A. Davidson, Jr. For For Management 1.3 Elect Director Harris E. DeLoach, Jr. For For Management 1.4 Elect Director James W. Griffith For For Management 1.5 Elect Director William R. Holland For For Management 1.6 Elect Director John P. Jumper For For Management 1.7 Elect Director Marshall O. Larsen For For Management 1.8 Elect Director Lloyd W. Newton For For Management 1.9 Elect Director Douglas E. Olesen For For Management 1.10 Elect Director Alfred M. Rankin, Jr. For For Management 1.11 Elect Director A. Thomas Young For For Management 2 Ratify Auditors For For Management 3 Require a Majority Vote for the Against For Shareholder Election of Directors - -------------------------------------------------------------------------------- HARLEY-DAVIDSON, INC. Ticker: HOG Security ID: 412822108 Meeting Date: APR 25, 2009 Meeting Type: Annual Record Date: MAR 11, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Martha F. Brooks For For Management 1.2 Elect Director Donald A. James For For Management 1.3 Elect Director James A. Norling For For Management 1.4 Elect Director James L. Ziemer For For Management 2 Approve Omnibus Stock Plan For For Management 3 Ratify Auditors For For Management 4 Declassify the Board of Directors Against For Shareholder - -------------------------------------------------------------------------------- HEALTHSOUTH CORP. Ticker: HLS Security ID: 421924309 Meeting Date: MAY 7, 2009 Meeting Type: Annual Record Date: MAR 19, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Edward A. Blechschmidt For For Management 1.2 Elect Director John W. Chidsey For For Management 1.3 Elect Director Donald L. Correll For For Management 1.4 Elect Director Yvonne M. Curl For For Management 1.5 Elect Director Charles M. Elson For For Management 1.6 Elect Director Jay Grinney For For Management 1.7 Elect Director Jon F. Hanson For For Management 1.8 Elect Director Leo I. Higdon, Jr. For For Management 1.9 Elect Director John E. Maupin, Jr. For For Management 1.10 Elect Director L. Edward Shaw, Jr. For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- HESS CORPORATION Ticker: HES Security ID: 42809H107 Meeting Date: MAY 6, 2009 Meeting Type: Annual Record Date: MAR 16, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director J.B. Hess For For Management 1.2 Elect Director S.W. Bodman For For Management 1.3 Elect Director R. Lavizzo-Mourey For For Management 1.4 Elect Director C.G. Matthews For For Management 1.5 Elect Director E.H. von Metzsch For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- INVESCO LTD. (FORMERLY INVESCO PLC) Ticker: IVZ Security ID: G491BT108 Meeting Date: MAY 21, 2009 Meeting Type: Annual Record Date: MAR 23, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1 Election Of Director: Martin L. For For Management Flanagan 2 Election Of Director: Ben F. Johnson, For For Management III 3 Election Of Director: J. Thomas Presby, For For Management Cpa 4 To Appoint Ernst & Young Llp As The For For Management Company S Independentregistered Public Accounting Firm For The Fiscal Year Endingdecember 31, 2009 - -------------------------------------------------------------------------------- KEYCORP Ticker: KEY Security ID: 493267108 Meeting Date: MAY 21, 2009 Meeting Type: Annual Record Date: MAR 24, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director William G. Bares For Withhold Management 1.2 Elect Director Carol A. Cartwright For For Management 1.3 Elect Director Kristen L. Manos For For Management 1.4 Elect Director Thomas C. Stevens For For Management 2 Require Majority Vote for Election of For For Management Directors 3 Amend Votes Per Share of Existing Stock For For Management 4 Ratify Auditors For For Management 5 Advisory Vote to Ratify Named Executive For For Management Officer's Compensation - -------------------------------------------------------------------------------- MARSH & MCLENNAN COMPANIES, INC. Ticker: MMC Security ID: 571748102 Meeting Date: MAY 21, 2009 Meeting Type: Annual Record Date: MAR 23, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Leslie M. Baker, Jr. For For Management 1.2 Elect Director Gwendolyn S. King For For Management 1.3 Elect Director Marc D. Oken For For Management 1.4 Elect Director David A. Olsen For For Management 2 Ratify Auditors For For Management 3 Reincorporate in Another State from Against Against Shareholder Delaware to North Dakota 4 Amend Articles/Bylaws/Charter -- Call Against Against Shareholder Special Meetings 5 Report on Political Contributions Against Against Shareholder - -------------------------------------------------------------------------------- NEWELL RUBBERMAID INC. Ticker: NWL Security ID: 651229106 Meeting Date: MAY 5, 2009 Meeting Type: Annual Record Date: MAR 13, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Thomas E. Clarke For For Management 1.2 Elect Director Domenico De Sole For For Management 1.3 Elect Director Elizabeth For For Management Cuthbert-Millett 1.4 Elect Director Steven J. Strobel For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- NORTHERN TRUST CORP. Ticker: NTRS Security ID: 665859104 Meeting Date: APR 21, 2009 Meeting Type: Annual Record Date: MAR 2, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Linda Walker Bynoe For For Management 1.2 Elect Director Nicholas D. Chabraja For For Management 1.3 Elect Director Susan Crown For For Management 1.4 Elect Director Dipak C. Jain For For Management 1.5 Elect Director Arthur L. Kelly For For Management 1.6 Elect Director Robert C. McCormack For For Management 1.7 Elect Director Edward J. Mooney For For Management 1.8 Elect Director William A. Osborn For For Management 1.9 Elect Director John W. Rowe For For Management 1.10 Elect Director Harold B. Smith For For Management 1.11 Elect Director William D. Smithburg For For Management 1.12 Elect Director Enrique J. Sosa For For Management 1.13 Elect Director Charles A. Tribbett III For For Management 1.14 Elect Director Frederick H. Waddell For For Management 2 Ratify Auditors For For Management 3 Advisory Vote to Ratify Named Executive For For Management Officers' Compensation - -------------------------------------------------------------------------------- O'REILLY AUTOMOTIVE, INC. Ticker: ORLY Security ID: 686091109 Meeting Date: MAY 5, 2009 Meeting Type: Annual Record Date: FEB 27, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Charles H. O'Reilly, Jr For For Management 1.2 Elect Director John Murphy For For Management 1.3 Elect Director Ronald Rashkow For For Management 2 Ratify Auditors For For Management 3 Approve Nonqualified Employee Stock For For Management Purchase Plan 4 Approve Omnibus Stock Plan For For Management - -------------------------------------------------------------------------------- PENTAIR, INC. Ticker: PNR Security ID: 709631105 Meeting Date: APR 30, 2009 Meeting Type: Annual Record Date: MAR 2, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Charles A. Haggerty For For Management 1.2 Elect Director Randall J. Hogan For For Management 1.3 Elect Director David A. Jones For For Management 2 Approve Executive Incentive Bonus Plan For For Management 3 Ratify Auditors For For Management - -------------------------------------------------------------------------------- PEROT SYSTEMS CORP. Ticker: PER Security ID: 714265105 Meeting Date: MAY 13, 2009 Meeting Type: Annual Record Date: MAR 16, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Ross Perot For For Management 1.2 Elect Director Ross Perot, Jr. For For Management 1.3 Elect Director Peter A. Altabef For For Management 1.4 Elect Director Steven Blasnik For For Management 1.5 Elect Director John S.T. Gallagher For For Management 1.6 Elect Director Carl Hahn For For Management 1.7 Elect Director DeSoto Jordan For For Management 1.8 Elect Director Caroline (Caz) Matthews For For Management 1.9 Elect Director Thomas Meurer For For Management 1.10 Elect Director Cecil H. (C. H.) Moore, For For Management Jr. 1.11 Elect Director Anthony J. Principi For For Management 1.12 Elect Director Anuroop (Tony) Singh For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- PITNEY BOWES INC. Ticker: PBI Security ID: 724479100 Meeting Date: MAY 11, 2009 Meeting Type: Annual Record Date: MAR 18, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Anne M. Busquet For For Management 1.2 Elect Director Anne Sutherland Fuchs For For Management 1.3 Elect Director James H. Keyes For For Management 1.4 Elect Director David L. Shedlarz For For Management 1.5 Elect Director David B. Snow, Jr. For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- ROBERT HALF INTERNATIONAL INC. Ticker: RHI Security ID: 770323103 Meeting Date: MAY 5, 2009 Meeting Type: Annual Record Date: MAR 10, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Andrew S. Berwick, Jr. For For Management 1.2 Elect Director Frederick P. Furth For For Management 1.3 Elect Director Edward W. Gibbons For For Management 1.4 Elect Director Harold M. Messmer, Jr. For For Management 1.5 Elect Director Barbara J. Novogradac For For Management 1.6 Elect Director Robert J. Pace For For Management 1.7 Elect Director Frederick A. Richman For For Management 1.8 Elect Director J. Stephen Schaub For For Management 1.9 Elect Director M. Keith Waddell For For Management 2 Ratify Auditors For For Management 3 Reduce Supermajority Vote Requirement For For Management 4 Amend Certificate of Incorporation For For Management - -------------------------------------------------------------------------------- TATA MOTORS LTD. Ticker: TTM Security ID: 876568502 Meeting Date: JUL 24, 2008 Meeting Type: Annual Record Date: JUN 13, 2008 # Proposal Mgt Rec Vote Cast Sponsor 1 RECEIVE; CONSIDER AND ADOPT THE AUDITED For For Management PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED MARCH 31, 2008. 2 DECLARE A DIVIDEND ON ORDINARY SHARES. For For Management 3 APPOINT A DIRECTOR IN PLACE OF MR RATAN For For Management N TATA, WHO RETIRES BY ROTATION AND IS ELIGIBLE FOR REAPPOINTMENT. 4 APPOINT A DIRECTOR IN PLACE OF MR R For For Management GOPALAKRISHNAN, WHO RETIRES BY ROTATION AND IS ELIGIBLE FOR REAPPOINTMENT. 5 Ratify Auditors For For Management 6 APPOINTMENT OF DR R A MASHELKAR AS A For For Management DIRECTOR. 7 COMMISSION TO NON-WHOLE-TIME DIRECTORS. For For Management 8 REVISION IN THE TERMS OF REMUNERATION For For Management OF MR RAVI KANT, MANAGING DIRECTOR. 9 INCREASE IN THE AUTHORISED SHARE For For Management CAPITAL AND THE ALTERATION OF THE CAPITAL CLAUSE IN THE MEMORANDUM OF ASSOCIATION. 10 ALTERATION OF THE ARTICLES OF For For Management ASSOCIATION OF THE COMPANY. 11 RAISING OF ADDITIONAL LONG TERM For For Management RESOURCES. 12 INCREASE IN BORROWING LIMITS. For For Management 13 CREATION OF CHARGES. For For Management - -------------------------------------------------------------------------------- TERADATA CORPORATION Ticker: TDC Security ID: 88076W103 Meeting Date: APR 28, 2009 Meeting Type: Annual Record Date: FEB 27, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Peter L. Fiore For For Management 1.2 Elect Director Michael F. Koehler For For Management 1.3 Elect Director James M. Ringler For For Management 2 Ratify Auditors For For Management 3 Amend Omnibus Stock Plan For For Management 4 Approve Executive Incentive Bonus Plan For For Management - -------------------------------------------------------------------------------- VALSPAR CORP., THE Ticker: VAL Security ID: 920355104 Meeting Date: FEB 25, 2009 Meeting Type: Annual Record Date: DEC 29, 2008 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director John S. Bode For For Management 1.2 Elect Director Susan S. Boren For For Management 1.3 Elect Director Jeffrey H. Curler For For Management 1.4 Elect Director Stephen D. Newlin For For Management 2.0 Approve Omnibus Stock Plan For For Management 3.0 Ratify Auditors For For Management - -------------------------------------------------------------------------------- WILLIS GROUP HOLDINGS LTD Ticker: WSH Security ID: G96655108 Meeting Date: APR 22, 2009 Meeting Type: Annual Record Date: FEB 27, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect William W. Bradley as Director For For Management 1.2 Elect Joseph A. Califano as Director For Against Management 1.3 Elect Anna C. Catalano as Director For For Management 1.4 Elect Sir Roy Gardner as Director For For Management 1.5 Elect Sir Jeremy Hanley as Director For For Management 1.6 Elect Robyn S. Kravit as Director For For Management 1.7 Elect Jeffrey B. Lane as Director For For Management 1.8 Elect Wendy E. Lane as Director For For Management 1.9 Elect James F. McCann as Director For For Management 1.10 Elect Joseph J. Plumeri as Director For For Management 1.11 Elect Douglas B. Roberts as Director For For Management 2 Approve Deloitte LLP as Auditors and For For Management Authorize Board to Fix Their Remuneration - -------------------------------------------------------------------------------- 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 - -------------------------------------------------------------------------------- ZEBRA TECHNOLOGIES CORP. Ticker: ZBRA Security ID: 989207105 Meeting Date: MAY 21, 2009 Meeting Type: Annual Record Date: MAR 26, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Richard L. Keyser For For Management 1.2 Elect Director Ross W. Manire For For Management 1.3 Elect Director Dr. Robert J. Potter For For Management 2 Ratify Auditors 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 Mid-Cap Value 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.