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


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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


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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


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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


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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


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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


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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


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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


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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


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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


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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


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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


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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


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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


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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


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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.


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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


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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


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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


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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


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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


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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


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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


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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


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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


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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


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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


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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


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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


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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


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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


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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.