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: 7/1/09 - 5/31/10 ******************************* FORM N-Px REPORT ******************************* ICA File Number: 811-10359 Reporting Period: 07/01/2009 - 05/31/2010 Morgan Stanley Mid-Cap Value Fund ====================== MORGAN STANLEY MID-CAP VALUE FUND ======================= ACE LIMITED Ticker: ACE Security ID: H0023R105 Meeting Date: MAY 19, 2010 Meeting Type: Annual Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Robert Hernandez as Director For Against Management 1.2 Elect Peter Menikoff as Director For For Management 1.3 Elect Robert Ripp as Director For For Management 1.4 Elect Theodore Shasta as Director For For Management 2 Amend Articles Re: Treatment of For For Management Abstentions and Broker Non-Votes 3.1 Approve Annual Report For For Management 3.2 Accept Statutory Financial Statements For For Management 3.3 Accept Consolidated Financial For For Management Statements 4 Approve Allocation of Income and For For Management Omission of Dividends 5 Approve Discharge of Board and Senior For For Management Management 6 Approve Creation of CHF 4.4 Billion For For Management Pool of Capital without Preemptive Rights 7.1 Ratify PricewaterhouseCoopers AG as For For Management Auditors 7.2 Ratify PricewaterhouseCoopers LLC as For For Management Independent Registered Public Accounting Firm 7.3 Ratify BDO AG as Special Auditors For For Management 8 Amend 2004 Long-Term Incentive Plan For For Management 9 Approve Reduction in Share Capital and For For Management Capital Repayment of $1.32 per Share - -------------------------------------------------------------------------------- AGILENT TECHNOLOGIES, INC. Ticker: A Security ID: 00846U101 Meeting Date: MAR 2, 2010 Meeting Type: Annual Record Date: JAN 6, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Paul N. Clark For For Management 2 Elect Director James G. Cullen For For Management 3 Ratify Auditors For For Management 4 Approve Executive Incentive Bonus Plan For For Management - -------------------------------------------------------------------------------- AVERY DENNISON CORPORATION Ticker: AVY Security ID: 053611109 Meeting Date: APR 22, 2010 Meeting Type: Annual Record Date: FEB 22, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Rolf Borjesson For For Management 2 Elect Director Peter W. Mullin For For Management 3 Elect Director Patrick T. Siewert For For Management 4 Ratify Auditors For For Management 5 Reduce Supermajority Vote Requirement For For Management 6 Amend Omnibus Stock Plan For For Management - -------------------------------------------------------------------------------- BB&T CORPORATION Ticker: BBT Security ID: 054937107 Meeting Date: APR 27, 2010 Meeting Type: Annual Record Date: FEB 24, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director John A. Allison IV For For Management 1.2 Elect Director Jennifer S. Banner For For Management 1.3 Elect Director K. David Boyer, Jr. For For Management 1.4 Elect Director Anna R. Cablik For For Management 1.5 Elect Director Ronald E. Deal For Withhold Management 1.6 Elect Director Barry J. Fitzpatrick For For Management 1.7 Elect Director Littleton Glover, Jr. For Withhold Management 1.8 Elect Director L. Vincent Hackley PhD For For Management 1.9 Elect Director Jane P. Helm For For Management 1.10 Elect Director John P. Howe III, MD For For Management 1.11 Elect Director Kelly S. King For For Management 1.12 Elect Director James H. Maynard For For Management 1.13 Elect Director Albert O. McCauley For For Management 1.14 Elect Director J. Holmes Morrison For For Management 1.15 Elect Director Nido R. Qubein For Withhold Management 1.16 Elect Director Thomas E. Skains For For Management 1.17 Elect Director Thomas N. Thompson For For Management 1.18 Elect Director Stephen T. Williams For For Management 2 Increase Authorized Common Stock For For Management 3 Ratify Auditors For For Management 4 Report on Political Contributions Against For Shareholder 5 Require Independent Board Chairman Against Against Shareholder 6 Report on Overdraft Policies and Against Against Shareholder Practices, and Impacts to Borrowers - -------------------------------------------------------------------------------- BECKMAN COULTER, INC. Ticker: BEC Security ID: 075811109 Meeting Date: APR 22, 2010 Meeting Type: Annual Record Date: FEB 22, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Robert G. Funari For For Management 1.2 Elect Director Charles A. Haggerty For For Management 1.3 Elect Director William N. Kelly, Ph.D. For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- CHARLES SCHWAB CORPORATION, THE Ticker: SCHW Security ID: 808513105 Meeting Date: MAY 13, 2010 Meeting Type: Annual Record Date: MAR 15, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Arun Sarin For For Management 1.2 Elect Director Paula A. Sneed For For Management 2 Ratify Auditors For For Management 3 Amend Executive Incentive Bonus Plan For For Management 4 Report on Political Contributions Against For Shareholder 5 Adopt a Policy in which the Company Against Against Shareholder will not Make or Promise to Make Any Death Benefit Payments to Senior Executives - -------------------------------------------------------------------------------- COMERICA INCORPORATED Ticker: CMA Security ID: 200340107 Meeting Date: APR 27, 2010 Meeting Type: Annual Record Date: FEB 26, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Ralph W. Babb, Jr. For For Management 2 Elect Director James F. Cordes For For Management 3 Elect Director Jacqueline P. Kane For For Management 4 Ratify Auditors For For Management 5 Advisory Vote to Ratify Named Executive For Abstain Management Officers' Compensation 6 Amend Omnibus Stock Plan For For Management 7 Declassify the Board of Directors For For Management 8 Eliminate Supermajority Vote Against For Shareholder Requirement 9 Claw-back of Payments under Against For Shareholder Restatements 10 Pay For Superior Performance Against Against Shareholder - -------------------------------------------------------------------------------- CONAGRA FOODS INC. Ticker: CAG Security ID: 205887102 Meeting Date: SEP 25, 2009 Meeting Type: Annual Record Date: JUL 31, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Mogens C. Bay For For 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 Joie A. Gregor For For Management 1.5 Elect Director Rajive Johri For For Management 1.6 Elect Director W.g. Jurgensen For For Management 1.7 Elect Director Richard H. Lenny For For Management 1.8 Elect Director Ruth Ann Marshall For For Management 1.9 Elect Director Gary M. Rodkin For For Management 1.10 Elect Director Andrew J. Schindler For For Management 1.11 Elect Director Kenneth E. Stinson For For Management 2 Approve Omnibus Stock Plan For For Management 3 Approve Executive Incentive Bonus Plan For For Management 4 Ratify Auditors For For Management - -------------------------------------------------------------------------------- DIEBOLD, INCORPORATED Ticker: DBD Security ID: 253651103 Meeting Date: APR 29, 2010 Meeting Type: Annual Record Date: MAR 1, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Bruce L. Byrnes For For Management 1.2 Elect Director Mei-Wei Cheng For For Management 1.3 Elect Director Phillip R. Cox For For Management 1.4 Elect Director Richard L. Crandall For Withhold Management 1.5 Elect Director Gale S. Fitzgerald For For Management 1.6 Elect Director Phillip B. Lassiter For For Management 1.7 Elect Director John N. Lauer 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 Withhold Management 2 Ratify Auditors For For Management 3 Re-Approve Executive Incentive Bonus For For Management Plan - -------------------------------------------------------------------------------- EDISON INTERNATIONAL Ticker: EIX Security ID: 281020107 Meeting Date: APR 22, 2010 Meeting Type: Annual Record Date: MAR 2, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Jagjeet S. Bindra For For Management 1.2 Elect Director Vanessa C.L. Chang For For Management 1.3 Elect Director France A. Cordova For For Management 1.4 Elect Director Theodore F. Craver, Jr. For For Management 1.5 Elect Director Charles B. Curtis For For Management 1.6 Elect Director Bradford M. Freeman For For Management 1.7 Elect Director Luis G. Nogales For For Management 1.8 Elect Director Ronald L. Olson For For Management 1.9 Elect Director James M. Rosser For For Management 1.10 Elect Director Richard T. Schlosberg, For For Management III 1.11 Elect Director Thomas C. Sutton For For Management 1.12 Elect Director Brett White For For Management 2 Ratify Auditors For For Management 3 Advisory Vote to Ratify Named Executive For For Management Officers' Compensation 4 Advisory Vote to Ratify Named Executive Against Abstain Shareholder Officers' Compensation - -------------------------------------------------------------------------------- EL PASO CORPORATION Ticker: EP Security ID: 28336L109 Meeting Date: MAY 19, 2010 Meeting Type: Annual Record Date: MAR 24, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Juan Carlos Braniff For For Management 2 Elect Director David W. Crane For For Management 3 Elect Director Douglas L. Foshee For For Management 4 Elect Director Robert W. Goldman For For Management 5 Elect Director Anthony W. Hall, Jr. For For Management 6 Elect Director Thomas R. Hix For For Management 7 Elect Director Ferrell P. McClean For For Management 8 Elect Director Timothy J. Probert For For Management 9 Elect Director Steven J. Shapiro For For Management 10 Elect Director J. Michael Talbert For For Management 11 Elect Director Robert F. Vagt For For Management 12 Elect Director John L. Whitmire For For Management 13 Amend Omnibus Stock Plan For For Management 14 Ratify Auditors For For Management - -------------------------------------------------------------------------------- ESTEE LAUDER COMPANIES INC., THE Ticker: EL Security ID: 518439104 Meeting Date: NOV 13, 2009 Meeting Type: Annual Record Date: SEP 16, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Rose Marie Bravo For Withhold Management 1.2 Elect Director Paul J. Fribourg For For Management 1.3 Elect Director Mellody Hobson For For Management 1.4 Elect Director Irvine O. Hockaday, Jr. For For Management 1.5 Elect Director Barry S. Sternlicht For Withhold Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- FIDELITY NATIONAL INFORMATION SERVICES INC Ticker: FIS Security ID: 31620M106 Meeting Date: SEP 4, 2009 Meeting Type: Special Record Date: JUN 29, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1 Issue Shares in Connection with For For Management Acquisition 2 Approve Issuance of Shares for a For For Management Private Placement 3 Approve Issuance of Shares for a For For Management Private Placement 4 Adjourn Meeting For For Management - -------------------------------------------------------------------------------- FIDELITY NATIONAL INFORMATION SERVICES INC Ticker: FIS Security ID: 31620M106 Meeting Date: MAY 27, 2010 Meeting Type: Annual Record Date: MAR 30, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Stephan A. James For For Management 1.2 Elect Director James Neary For For Management 1.3 Elect Director Frank R. Martire For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- FLEXTRONICS INTERNATIONAL LTD. Ticker: FLEX Security ID: Y2573F102 Meeting Date: JUL 13, 2009 Meeting Type: Special Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1 Amend Exisiting Equity Incentive Plans For For Management - -------------------------------------------------------------------------------- FLEXTRONICS INTERNATIONAL LTD. Ticker: FLEX Security ID: Y2573F102 Meeting Date: SEP 22, 2009 Meeting Type: Annual Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1 Re-election Of Director: James A. For Against Management Davidson 2 Re-election Of Director: Lip Bu Tan For For Management 3 Re-election Of Director: Robert L. For For Management Edwards 4 Re-election Of Director: Daniel H. For For Management Schulman 5 Re-election Of Director: William D. For For Management Watkins 6 Approve The Reappointment Of Deloitte & For For Management Touche Llp As Flextronics' Independent Auditors For The 2010 Fiscal Year Andto Authorize The Board Of Directors To Fix Its Remuneration. 7 Approve The General Authorization For For For Management The Directors Offlextronics To Allot And Issue Ordinary Shares. 8 Approve The Renewal Of The Share For For Management Purchase Mandate Relating To Acquisitions By Flextronics Of Its Own Issued Ordinary Shares. 9 Approve Changes In The Cash For For Management Compensation Payable To Flextronics' Non-employee Directors And Additional Cash Compensation For The Chairman Of The Board Of Directors. - -------------------------------------------------------------------------------- GOODRICH CORPORATION Ticker: GR Security ID: 382388106 Meeting Date: APR 20, 2010 Meeting Type: Annual Record Date: MAR 1, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Carolyn Corvi For For Management 1.2 Elect Director Diane C. Creel For For Management 1.3 Elect Director George A. Davidson, Jr. For For Management 1.4 Elect Director Harris E. Deloach, Jr. For For Management 1.5 Elect Director James W. Griffith For For Management 1.6 Elect Director William R. Holland For For Management 1.7 Elect Director John P. Jumper For For Management 1.8 Elect Director Marshall O. Larsen For For Management 1.9 Elect Director Lloyd W. Newton For For Management 1.10 Elect Director Douglas E. Olesen For For Management 1.11 Elect Director Alfred M. Rankin, Jr. For For Management 2 Ratify Auditors For For Management 3 Approve/Amend Executive Incentive Bonus For For Management Plan - -------------------------------------------------------------------------------- GREAT PLAINS ENERGY INCORPORATED Ticker: GXP Security ID: 391164100 Meeting Date: MAY 4, 2010 Meeting Type: Annual Record Date: FEB 23, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director David L. Bodde For Withhold Management 1.2 Elect Director Michael J. Chesser For For Management 1.3 Elect Director William H. Downey For For Management 1.4 Elect Director Randall C. Ferguson, Jr. For For Management 1.5 Elect Director Gary D. Forsee For Withhold Management 1.6 Elect Director James A. Mitchell For Withhold Management 1.7 Elect Director William C. Nelson For Withhold Management 1.8 Elect Director John J. Sherman For For Management 1.9 Elect Director Linda H. Talbott For Withhold Management 1.10 Elect Director Robert H. West For Withhold Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- HARLEY-DAVIDSON, INC. Ticker: HOG Security ID: 412822108 Meeting Date: APR 24, 2010 Meeting Type: Annual Record Date: MAR 5, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Barry K. Allen For For Management 1.2 Elect Director Richard I. Beattie For For Management 1.3 Elect Director Judson C. Green For For Management 1.4 Elect Director N. Thomas Linebarger For For Management 2 Declassify the Board of Directors For For Management 3 Amend Bonus Plan For For Management 4 Amend Non-Employee Director Omnibus For For Management Stock Plan 5 Ratify Auditors For For Management 6 Approve the Adoption of Simple Majority Against For Shareholder Vote - -------------------------------------------------------------------------------- HEALTHSOUTH CORP. Ticker: HLS Security ID: 421924309 Meeting Date: MAY 6, 2010 Meeting Type: Annual Record Date: MAR 8, 2010 # 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 - -------------------------------------------------------------------------------- HENRY SCHEIN, INC. Ticker: HSIC Security ID: 806407102 Meeting Date: MAY 10, 2010 Meeting Type: Annual Record Date: MAR 12, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Stanley M Bergman For For Management 1.2 Elect Director Gerald A Benjamin For For Management 1.3 Elect Director James P Breslawski For For Management 1.4 Elect Director Mark E Mlotek For For Management 1.5 Elect Director Steven Paladino For For Management 1.6 Elect Director Barry J Alperin For For Management 1.7 Elect Director Paul Brons For For Management 1.8 Elect Director Donald J Kabat For For Management 1.9 Elect Director Philip A Laskawy For For Management 1.10 Elect Director Karyn Mashima For For Management 1.11 Elect Director Norman S Matthews For For Management 1.12 Elect Director Bradley T Sheares, PhD For For Management 1.13 Elect Director Louis W Sullivan, MD For For Management 2 Amend Non-Employee Director Omnibus For For Management Stock Plan 3 Ratify Auditors For For Management - -------------------------------------------------------------------------------- INVESCO LTD. (FORMERLY INVESCO PLC) Ticker: IVZ Security ID: G491BT108 Meeting Date: MAY 18, 2010 Meeting Type: Annual Record Date: MAR 19, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Joseph R. Canion as Director For Did Not Vote Management 1.2 Elect Edward P. Lawrence as Director For Did Not Vote Management 1.3 Elect James I. Robertson as Director For Did Not Vote Management 1.4 Elect Phoebe A. Wood as Director For Did Not Vote Management 2 Ratify Ernst & Young LLP as Auditors For Did Not Vote Management - -------------------------------------------------------------------------------- LEAR CORPORATION Ticker: LEA Security ID: 521865204 Meeting Date: MAY 13, 2010 Meeting Type: Annual Record Date: MAR 22, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1 Ratify Auditors For For Management - -------------------------------------------------------------------------------- LENNOX INTERNATIONAL INC. Ticker: LII Security ID: 526107107 Meeting Date: MAY 13, 2010 Meeting Type: Annual Record Date: MAR 19, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Todd M. Bluedorn For For Management 1.2 Elect Director Janet K. Cooper For For Management 1.3 Elect Director C.L. (Jerry) Henry For For Management 1.4 Elect Director Terry D. Stinson For For Management 1.5 Elect Director Richard L. Thompson For For Management 2 Amend Omnibus Stock Plan For For Management 3 Ratify Auditors For For Management - -------------------------------------------------------------------------------- MARSH & MCLENNAN COMPANIES, INC. Ticker: MMC Security ID: 571748102 Meeting Date: MAY 20, 2010 Meeting Type: Annual Record Date: MAR 22, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Leslie M. Baker For For Management 1.2 Elect Director Zachary W. Carter For For Management 1.3 Elect Director Brian Duperreault For For Management 1.4 Elect Director Oscar Fanjul For For Management 1.5 Elect Director H. Edward Hanway For For Management 1.6 Elect Director Gwendolyn S. King For For Management 1.7 Elect Director Bruce P. Nolop For For Management 1.8 Elect Director Marc D. Oken For For Management 2 Ratify Auditors For For Management 3 Provide Right to Act by Written Consent Against Abstain Shareholder - -------------------------------------------------------------------------------- NEWELL RUBBERMAID INC. Ticker: NWL Security ID: 651229106 Meeting Date: MAY 11, 2010 Meeting Type: Annual Record Date: MAR 17, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Scott S. Cowen For For Management 2 Elect Director Cynthia A. Montgomery For For Management 3 Elect Director Michael B. Polk For For Management 4 Elect Director Michael A. Todman For For Management 5 Approve Omnibus Stock Plan For For Management 6 Ratify Auditors For For Management - -------------------------------------------------------------------------------- NORTHERN TRUST CORPORATION Ticker: NTRS Security ID: 665859104 Meeting Date: APR 20, 2010 Meeting Type: Annual Record Date: MAR 1, 2010 # 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 Robert W. Lane 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 John W. Rowe For For Management 1.9 Elect Director David H.B. Smith, Jr. For For Management 1.10 Elect Director William D. Smithburg For For Management 1.11 Elect Director Enrique J. Sosa For For Management 1.12 Elect Director Charles A. Tribbett, III For For Management 1.13 Elect Director Frederick H. Waddell For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- PENTAIR, INC. Ticker: PNR Security ID: 709631105 Meeting Date: APR 29, 2010 Meeting Type: Annual Record Date: MAR 1, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Glynis A. Bryan For For Management 2 Elect Director T. Michael Glenn For For Management 3 Elect Director David H. Y. Ho For For Management 4 Elect Director William T. Monahan For For Management 5 Amend Omnibus Stock Plan For For Management 6 Ratify Auditors For For Management - -------------------------------------------------------------------------------- PIONEER NATURAL RESOURCES COMPANY Ticker: PXD Security ID: 723787107 Meeting Date: MAY 14, 2010 Meeting Type: Annual Record Date: MAR 18, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Andrew D. Lundquist For For Management 1.2 Elect Director Charles E. Ramsey, Jr. For For Management 1.3 Elect Director Frank A. Risch For For Management 2 Ratify Auditors For For Management 3 Require a Majority Vote for the None For Shareholder Election of Directors - -------------------------------------------------------------------------------- PPG INDUSTRIES, INC. Ticker: PPG Security ID: 693506107 Meeting Date: APR 15, 2010 Meeting Type: Annual Record Date: FEB 19, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director James G. Berges For For Management 1.2 Elect Director Victoria F. Haynes For For Management 1.3 Elect Director Martin H. Richenhagen For For Management 2 Ratify Auditors For For Management 3 Report on Community Environmental Against Against Shareholder Impact Disclosure Process - -------------------------------------------------------------------------------- SNAP-ON INCORPORATED Ticker: SNA Security ID: 833034101 Meeting Date: APR 22, 2010 Meeting Type: Annual Record Date: FEB 22, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director John F. Fiedler For For Management 2 Elect Director James P. Holden For For Management 3 Elect Director W. Dudley Lehman For For Management 4 Elect Director Edward H. Rensi For For Management 5 Ratify Auditors For For Management - -------------------------------------------------------------------------------- SONOCO PRODUCTS COMPANY Ticker: SON Security ID: 835495102 Meeting Date: APR 21, 2010 Meeting Type: Annual Record Date: FEB 19, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director C.C. Fort For For Management 1.2 Elect Director J.H. Mullin For For Management 1.3 Elect Director P.R. Rollier For For Management 1.4 Elect Director T.E. Whiddon For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- SYSCO CORPORATION Ticker: SYY Security ID: 871829107 Meeting Date: NOV 18, 2009 Meeting Type: Annual Record Date: SEP 21, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Jonathan Golden For Against Management 2 Elect Director Joseph A. Hafner. Jr. For For Management 3 Elect Director Nancy S. Newcomb For For Management 4 Elect Director Kenneth F. Spitler For For Management 5 Approve Non-Employee Director Omnibus For For Management Stock Plan 6 Amend Omnibus Stock Plan For For Management 7 Approve Executive Incentive Bonus Plan For For Management 8 Ratify Auditors For For Management 9 Advisory Vote to Ratify Named Executive For For Management Officers' Compensation 10 Adopt Principles for Health Care Reform Against Against Shareholder - -------------------------------------------------------------------------------- VALSPAR CORP., THE Ticker: VAL Security ID: 920355104 Meeting Date: FEB 18, 2010 Meeting Type: Annual Record Date: DEC 28, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Charles W. Gaillard For For Management 1.2 Elect Director Gary E. Hendrickson For For Management 1.3 Elect Director Mae C. Jemison For For Management 1.4 Elect Director Gregory R. Palen For For Management 2 Amend Omnibus Stock Plan For For Management 3 Ratify Auditors For For Management - -------------------------------------------------------------------------------- WASHINGTON FEDERAL, INC. Ticker: WFSL Security ID: 938824109 Meeting Date: JAN 20, 2010 Meeting Type: Annual Record Date: NOV 27, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Derek L. Chinn For For Management 1.2 Elect Director Thomas J. Kelley For For Management 1.3 Elect Director Barbara L. Smith For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- WEINGARTEN REALTY INVESTORS Ticker: WRI Security ID: 948741103 Meeting Date: MAY 6, 2010 Meeting Type: Annual Record Date: MAR 8, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Stanford Alexander For For Management 1.2 Elect Director Andrew M. Alexander For For Management 1.3 Elect Director James W. Crownover For For Management 1.4 Elect Director Robert J. Cruikshank For For Management 1.5 Elect Director Melvin A. Dow For For Management 1.6 Elect Director Stephen A. Lasher For For Management 1.7 Elect Director Douglas W. Schnitzer For For Management 1.8 Elect Director C. Park Shaper For For Management 1.9 Elect Director Marc J. Shapiro For For Management 2 Increase Authorized Common Stock For For Management 3 Approve Omnibus Stock Plan For For Management 4 Ratify Auditors For For Management - -------------------------------------------------------------------------------- WILLIAMS COMPANIES, INC., THE Ticker: WMB Security ID: 969457100 Meeting Date: MAY 20, 2010 Meeting Type: Annual Record Date: MAR 29, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Kathleen B. Cooper For For Management 2 Elect Director William R. Granberry For For Management 3 Elect Director William G. Lowrie For For Management 4 Declassify the Board of Directors For For Management 5 Amend Omnibus Stock Plan For For Management 6 Ratify Auditors For For Management 7 Report on Environmental Impacts of Against For Shareholder Natural Gas Fracturing 8 Advisory Vote to Ratify Named Executive Against For Shareholder Officers' Compensation - -------------------------------------------------------------------------------- WILLIS GROUP HOLDINGS PLC Ticker: WSH Security ID: G96655108 Meeting Date: DEC 11, 2009 Meeting Type: Court Record Date: OCT 30, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Reincorporation from Bermuda to For For Management Ireland via a Scheme of Arrangement 2 Approve the Creation of Distributable For For Management Reserves - -------------------------------------------------------------------------------- WILLIS GROUP HOLDINGS PLC Ticker: WSH Security ID: G96666105 Meeting Date: APR 21, 2010 Meeting Type: Annual Record Date: FEB 26, 2010 # 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 3 Approve the Willis Group Holdings For For Management Public Limited Company 2010 North American Employee Stock Purchase Plan - -------------------------------------------------------------------------------- WISCONSIN ENERGY CORPORATION Ticker: WEC Security ID: 976657106 Meeting Date: MAY 6, 2010 Meeting Type: Annual Record Date: FEB 25, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director John F. Bergstrom For For 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 CORPORATION Ticker: ZBRA Security ID: 989207105 Meeting Date: MAY 20, 2010 Meeting Type: Annual Record Date: MAR 30, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Gerhard Cless For For Management 1.2 Elect Director Michael A. Smith 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 Date August 25, 2010 * Print the name and title of each signing officer under his or her signature.