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)

                               Amy Doberman, 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: 7/1/06 - 6/30/07


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

ICA File Number: 811-10359
Reporting Period: 07/01/2006 - 06/30/2007
Morgan Stanley Mid-Cap Value Fund









====================== MORGAN STANLEY MID-CAP VALUE FUND =======================


A.G. EDWARDS, INC.

Ticker:       AGE            Security ID:  281760108
Meeting Date: JUN 21, 2007   Meeting Type: Annual
Record Date:  MAY 1, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Robert L. Bagby            For       For        Management
1.2   Elect Director E. Eugene Carter           For       For        Management
1.3   Elect Director Peter B. Madoff            For       For        Management
2     Ratify Auditors                           For       For        Management


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ACE LTD.

Ticker:       ACE            Security ID:  G0070K103
Meeting Date: MAY 17, 2007   Meeting Type: Annual
Record Date:  MAR 30, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     ELECTION OF DIRECTOR: BRIAN DUPERREAULT   For       For        Management
2     ELECTION OF DIRECTOR: ROBERT M. HERNANDEZ For       For        Management
3     ELECTION OF DIRECTOR: PETER MENIKOFF      For       For        Management
4     ELECTION OF DIRECTOR: ROBERT RIPP         For       For        Management
5     ELECTION OF DIRECTOR: DERMOT F. SMURFIT   For       For        Management
6     RATIFICATION OF THE APPOINTMENT OF        For       For        Management
      PRICEWATERHOUSECOOPERS LLP AS THE
      INDEPENDENT REGISTERED PUBLIC ACCOUNTING
      FIRM OF ACE LIMITED FOR THE FISCAL YEAR
      ENDING DECEMBER 31, 2007


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AFFYMETRIX INC.

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

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


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ALLIED WORLD ASSURANCE HOLDINGS LTD, HAMILTON

Ticker:       AWH            Security ID:  G0219G203
Meeting Date: NOV 29, 2006   Meeting Type: Annual
Record Date:  OCT 16, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Scott A. Carmilani        For       For        Management
1.2   Elect  Director James F. Duffy            For       For        Management
1.3   Elect  Director Bart Friedman             For       For        Management
1.4   Elect  Director Scott A. Carmilani        For       For        Management
1.5   Elect  Director Wesley D. Dupont          For       For        Management
1.6   Elect  Director Michael I.D. Morrison     For       For        Management
1.7   Elect  Director John T. Redmond           For       For        Management
1.8   Elect  Director J. Michael Baldwin        For       For        Management
1.9   Elect  Director Scott A. Carmilani        For       For        Management
1.10  Elect  Director John Clifford             For       For        Management
1.11  Elect  Director Hugh Governey             For       For        Management
1.12  Elect  Director Michael I.D. Morrison     For       For        Management
1.13  Elect  Director John T. Redmond           For       For        Management
1.14  Elect  Director J. Michael Baldwin        For       For        Management
1.15  Elect  Director Scott A. Carmilani        For       For        Management
1.16  Elect  Director John Clifford             For       For        Management
1.17  Elect  Director Hugh Governey             For       For        Management
1.18  Elect  Director Michael I.D. Morrison     For       For        Management
1.19  Elect  Director John T. Redmond           For       For        Management
2     Ratify Auditors                           For       For        Management


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ALLIED WORLD ASSURANCE HOLDINGS LTD, HAMILTON

Ticker:       AWH            Security ID:  G0219G203
Meeting Date: MAY 8, 2007    Meeting Type: Annual
Record Date:  MAR 12, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Michael I.D. Morrison     For       For        Management
1.2   Elect  Director Philip D. Defeo           For       For        Management
1.3   Elect  Director Scott Hunter              For       For        Management
1.4   Elect  Director Scott A. Carmilani        For       For        Management
1.5   Elect  Director Wesley D. Dupont          For       For        Management
1.6   Elect  Director Michael I.D. Morrison     For       For        Management
1.7   Elect  Director John T. Redmond           For       For        Management
1.8   Elect  Director J. Michael Baldwin        For       For        Management
1.9   Elect  Director Scott A. Carmilani        For       For        Management
1.10  Elect  Director John Clifford             For       For        Management
1.11  Elect  Director Hugh Governey             For       For        Management
1.12  Elect  Director Michael I.D. Morrison     For       For        Management
1.13  Elect  Director John T. Redmond           For       For        Management
1.14  Elect  Director J. Michael Baldwin        For       For        Management
1.15  Elect  Director Scott A. Carmilani        For       For        Management
1.16  Elect  Director John Clifford             For       For        Management
1.17  Elect  Director Hugh Governey             For       For        Management
1.18  Elect  Director Michael I.D. Morrison     For       For        Management
1.19  Elect  Director John T. Redmond           For       For        Management
2     Ratify Auditors                           For       For        Management


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AMAZON.COM, INC.

Ticker:       AMZN           Security ID:  023135106
Meeting Date: JUN 14, 2007   Meeting Type: Annual
Record Date:  APR 17, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Jeffrey P. Bezos           For       For        Management
1.2   Elect Director Tom A. Alberg              For       For        Management
1.3   Elect Director John Seely Brown           For       For        Management
1.4   Elect Director L. John Doerr              For       For        Management
1.5   Elect Director William B. Gordon          For       For        Management
1.6   Elect Director Myrtle S. Potter           For       For        Management
1.7   Elect Director Thomas O. Ryder            For       For        Management
1.8   Elect Director Patricia Q. Stonesifer     For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Omnibus Stock Plan                  For       For        Management


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AMVESCAP PLC

Ticker:       AVZ            Security ID:  03235E100
Meeting Date: MAY 23, 2007   Meeting Type: Annual
Record Date:  APR 2, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     TO RECEIVE AND ADOPT THE ACCOUNTS AND THE For       For        Management
      REPORTS OF THE DIRECTORS AND AUDITORS
      THEREON.
2     TO RECEIVE AND ADOPT THE REPORT OF THE    For       For        Management
      BOARD ON REMUNERATION.
3     TO DECLARE A FINAL DIVIDEND.              For       For        Management
4     TO RE-ELECT MR JOSEPH R CANION AS A       For       For        Management
      DIRECTOR OF THE COMPANY.
5     TO RE-ELECT MR EDWARD LAWRENCE AS A       For       For        Management
      DIRECTOR OF THE COMPANY.
6     TO RE-ELECT MR JAMES ROBERTSON AS A       For       For        Management
      DIRECTOR OF THE COMPANY.
7     Ratify Auditors                           For       For        Management
8     TO APPROVE THE CHANGE OF NAME (SPECIAL    For       For        Management
      RESOLUTION).
9     TO AUTHORIZE THE DIRECTORS TO ALLOT       For       For        Management
      SHARES PURSUANT TO SECTION 80 OF THE
      COMPANIES ACT 1985.
10    TO DISAPPLY STATUTORY PRE-EMPTION RIGHTS  For       For        Management
      PURSUANT TO SECTION 95 OF THE COMPANIES
      ACT 1985. (SPECIAL RESOLUTION).
11    TO RENEW THE COMPANY S AUTHORITY TO MAKE  For       For        Management
      MARKET PURCHASES OF ITS OWN ORDINARY
      SHARES (SPECIAL RESOLUTION).
12    TO APPROVE THE AMENDMENTS TO THE ARTICLES For       For        Management
      OF ASSOCIATION (SPECIAL RESOLUTION).
13    TO APPROVE THE AMENDMENT TO ARTICLE 96.1  For       For        Management
      OF THE ARTICLES OF ASSOCIATION.


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ANDREW CORP.

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

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director W.L. Bax                   For       For        Management
1.2   Elect Director T.A. Donahoe               For       For        Management
1.3   Elect Director R.E. Faison                For       For        Management
1.4   Elect Director J.D. Fluno                 For       For        Management
1.5   Elect Director W.O. Hunt                  For       For        Management
1.6   Elect Director G.A. Poch                  For       For        Management
1.7   Elect Director A.F. Pollack               For       For        Management
1.8   Elect Director G.O. Toney                 For       For        Management
1.9   Elect Director A.L. Zopp                  For       For        Management
2     Ratify Auditors                           For       For        Management


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APPLERA CORP

Ticker:       ABI            Security ID:  038020103
Meeting Date: OCT 19, 2006   Meeting Type: Annual
Record Date:  AUG 30, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Richard H. Ayers           For       For        Management
1.2   Elect Director Jean-Luc Belingard         For       For        Management
1.3   Elect Director Robert H. Hayes            For       For        Management
1.4   Elect Director Arnold J. Levine           For       For        Management
1.5   Elect Director William H. Longfield       For       For        Management
1.6   Elect Director Theodore E. Martin         For       For        Management
1.7   Elect Director Carolyn W. Slayman         For       For        Management
1.8   Elect Director Orin R. Smith              For       For        Management
1.9   Elect Director James R. Tobin             For       Withhold   Management
1.10  Elect Director Tony L. White              For       For        Management
2     Ratify Auditors                           For       For        Management
3     Change Company Name                       For       For        Management
4     Amend Omnibus Stock Plan                  For       For        Management
5     Amend Omnibus Stock Plan                  For       For        Management


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ASPEN INSURANCE HOLDINGS, LTD.

Ticker:       AHL            Security ID:  G05384105
Meeting Date: MAY 2, 2007    Meeting Type: Annual
Record Date:  MAR 8, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director I. Cormack                For       For        Management
1.2   Elect  Director P. Melwani                For       For        Management
1.3   Elect  Director K. Salame                 For       For        Management
1.4   Elect  Director S. Sinclair               For       For        Management
1.5   Elect  Director P. Myners                 For       For        Management
1.6   Elect  Director C. O'Kane                 For       For        Management
1.7   Elect  Director I. Cormack                For       For        Management
1.8   Elect  Director M. Gumienny               For       For        Management
1.9   Elect  Director G. Jones                  For       For        Management
1.10  Elect  Director O. Peterken               For       For        Management
1.11  Elect  Director S. Sinclair               For       For        Management
1.12  Elect  Director Ms. H. Hutter             For       For        Management
1.13  Elect  Director C. O'Kane                 For       For        Management
1.14  Elect  Director J. Cusack                 For       For        Management
1.15  Elect  Director I. Campbell               For       For        Management
1.16  Elect  Director C. O'Kane                 For       For        Management
1.17  Elect  Director J. Cusack                 For       For        Management
1.18  Elect  Director I. Campbell               For       For        Management
1.19  Elect  Director I. Campbell               For       For        Management
1.20  Elect  Director D. Curtin                 For       For        Management
1.21  Elect  Director R. Mankiewitz             For       For        Management
1.22  Elect  Director C. Woodman                For       For        Management
1.23  Elect  Director C. O'Kane                 For       For        Management
1.24  Elect  Director J. Cusack                 For       For        Management
1.25  Elect  Director J. Few                    For       For        Management
1.26  Elect  Director O. Peterken               For       For        Management
1.27  Elect  Director S. Sinclair               For       For        Management
1.28  Elect  Director D. Skinner                For       For        Management
1.29  Elect  Director Ms. K. Green              For       For        Management
1.30  Elect  Director Ms. K. Vacher             For       For        Management
2     TO RE-ELECT MR. JOHN CAVOORES AS A CLASS  For       For        Management
      I DIRECTOR.
3     TO RE-ELECT MR. GLYN JONES AS A CLASS II  For       For        Management
      DIRECTOR.
4     TO AMEND THE COMPANY S 2006 NON-EMPLOYEE  For       Against    Management
      DIRECTOR STOCK OPTION PLAN.
5     TO APPOINT KPMG AUDIT PLC, LONDON,        For       For        Management
      ENGLAND, TO ACT AS THE COMPANY S
      INDEPENDENT REGISTERED PUBLIC ACCOUNTING
      FIRM.
6     TO AUTHORIZE THE DIRECTORS OF ASPEN       For       For        Management
      INSURANCE UK LIMITED TO ALLOT SHARES.
7     Ratify Auditors                           For       For        Management
8     TO AUTHORIZE THE DIRECTORS OF ASPEN       For       For        Management
      INSURANCE UK SERVICES LIMITED TO ALLOT
      SHARES.
9     Ratify Auditors                           For       For        Management
10    TO AUTHORIZE THE DIRECTORS OF ASPEN (UK)  For       For        Management
      HOLDINGS LIMITED TO ALLOT SHARES.
11    Ratify Auditors                           For       For        Management
12    TO AUTHORIZE THE DIRECTORS OF AIUK        For       For        Management
      TRUSTEES LIMITED TO ALLOT SHARES.
13    Ratify Auditors                           For       For        Management
14    Ratify Auditors                           For       For        Management


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BECKMAN COULTER, INC.

Ticker:       BEC            Security ID:  075811109
Meeting Date: APR 27, 2007   Meeting Type: Annual
Record Date:  FEB 27, 2007

#     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. Kelley, M.D.    For       For        Management
2     Approve Omnibus Stock Plan                For       For        Management


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CAMERON INTERNATIONAL CORP

Ticker:       CAM            Security ID:  13342B105
Meeting Date: MAY 9, 2007    Meeting Type: Annual
Record Date:  MAR 12, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Michael E. Patrick         For       For        Management
1.2   Elect Director Bruce W. Wilkinson         For       For        Management
2     Ratify Auditors                           For       For        Management


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CENTURYTEL, INC.

Ticker:       CTL            Security ID:  156700106
Meeting Date: MAY 10, 2007   Meeting Type: Annual
Record Date:  MAR 23, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director William R. Boles, Jr.      For       For        Management
1.2   Elect Director W. Bruce Hanks             For       For        Management
1.3   Elect Director C.G. Melville, Jr.         For       For        Management
1.4   Elect Director Glen F. Post, III          For       For        Management
2     Ratify Auditors                           For       Abstain    Management
3     Approve Report of the Compensation        Against   Against    Shareholder
      Committee


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CHARLES SCHWAB CORP., THE

Ticker:       SCHW           Security ID:  808513105
Meeting Date: MAY 17, 2007   Meeting Type: Annual
Record Date:  MAR 19, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director William F. Aldinger, III   For       For        Management
1.2   Elect Director Donald G. Fisher           For       For        Management
1.3   Elect Director Paula A. Sneed             For       For        Management
2     Approve Qualified Employee Stock Purchase For       For        Management
      Plan
3     Amend Omnibus Stock Plan                  For       For        Management
4     Report on Political Contributions         Against   Against    Shareholder
5     Require a Majority Vote for the Election  Against   For        Shareholder
      of Directors


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COGNOS INC.

Ticker:       CSN            Security ID:  19244C109
Meeting Date: OCT 18, 2006   Meeting Type: Annual/Special
Record Date:  SEP 6, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Robert G. Ashe             For       For        Management
1.2   Elect Director John E. Caldwell           For       Withhold   Management
1.3   Elect Director Paul D. Damp               For       For        Management
1.4   Elect Director Pierre Y. Ducros           For       For        Management
1.5   Elect Director Robert W. Korthals         For       For        Management
1.6   Elect Director Janet R. Perna             For       For        Management
1.7   Elect Director John J. Rando              For       For        Management
1.8   Elect Director William V. Russell         For       For        Management
1.9   Elect Director James M. Tory              For       For        Management
1.10  Elect Director Renato Zambonini           For       For        Management
2     Approve Ernst & Young LLP as Auditors and For       For        Management
      Authorize Board to Fix Remuneration of
      Auditors
3     Amend Stock Option Plan                   For       For        Management
4     Amend Employee Stock Purchase Plan        For       For        Management


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CONAGRA FOODS INC.

Ticker:       CAG            Security ID:  205887102
Meeting Date: SEP 28, 2006   Meeting Type: Annual
Record Date:  JUL 31, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director David H. Batchelder        For       For        Management
1.2   Elect Director Steven F. Goldstone        For       For        Management
1.3   Elect Director Mark H. Rauenhorst         For       For        Management
1.4   Elect Director Gary M. Rodkin             For       For        Management
2     Approve Omnibus Stock Plan                For       For        Management
3     Ratify Auditors                           For       For        Management


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CONSECO, INC.

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

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


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CONSTELLATION ENERGY GROUP, INC.

Ticker:       CEG            Security ID:  210371100
Meeting Date: DEC 8, 2006    Meeting Type: Annual
Record Date:  OCT 27, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Douglas L. Becker          For       For        Management
1.2   Elect Director Edward A. Crooke           For       For        Management
1.3   Elect Director Mayo A. Shattuck III       For       For        Management
1.4   Elect Director Michael D. Sullivan        For       For        Management
2     Ratify Auditors                           For       For        Management
3     Declassify the Board of Directors         None      For        Shareholder


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CONSTELLATION ENERGY GROUP, INC.

Ticker:       CEG            Security ID:  210371100
Meeting Date: MAY 18, 2007   Meeting Type: Annual
Record Date:  MAR 16, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Yves C. de Balmann         For       For        Management
2     Elect Director Douglas L. Becker          For       For        Management
3     Elect Director James T. Brady             For       For        Management
4     Elect Director Edward A. Crooke           For       For        Management
5     Elect Director James R. Curtiss           For       For        Management
6     Elect Director Freeman A. Hrabowski, III  For       For        Management
7     Elect Director Nancy Lampton              For       For        Management
8     Elect Director Robert J. Lawless          For       For        Management
9     Elect Director Lynn M. Martin             For       For        Management
10    Elect Director Mayo A. Shattuck, III      For       For        Management
11    Elect Director Michael D. Sullivan        For       For        Management
12    Ratify Auditors                           For       For        Management
13    Approve Omnibus Stock Plan                For       For        Management
14    Approve Executive Incentive Bonus Plan    For       For        Management


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DIEBOLD, INC.

Ticker:       DBD            Security ID:  253651103
Meeting Date: APR 26, 2007   Meeting Type: Annual
Record Date:  MAR 12, 2007

#     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       For        Management
1.6   Elect Director John N. Lauer              For       For        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       For        Management
1.10  Elect Director Alan J. Weber              For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Articles/Code of                    For       For        Management
      Regulations--Modernization and
      Clarification of Existing Code
4     Amend Articles/Code of                    For       For        Management
      Regulations--Requirement for the Issuance
      of Uncertified Shares
5     Amend Director and Officer                For       For        Management
      Indemnification
6     Amend Articles/Bylaws/Charter--Notice of  For       For        Management
      Shareholder Proposals
7     Company Specific--Permit the Board to     For       For        Management
      Amend the Code
8     Other Business                            For       Against    Management


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DOW JONES & CO., INC.

Ticker:       DJ             Security ID:  260561105
Meeting Date: APR 18, 2007   Meeting Type: Annual
Record Date:  FEB 23, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Jon E. Barfield            For       For        Management
1.2   Elect Director Lewis B. Campbell          For       For        Management
1.3   Elect Director Eduardo Castro-Wright      For       For        Management
1.4   Elect Director John M. Engler             For       For        Management
1.5   Elect Director Harvey Golub               For       For        Management
1.6   Elect Director Dieter von Holtzbrinck     For       For        Management
1.7   Elect Director Frank N. Newman            For       For        Management
1.8   Elect Director Christopher Bancroft       For       For        Management
1.9   Elect Director John F. Brock              For       For        Management
1.10  Elect Director Michael B. Elefante        For       For        Management
1.11  Elect Director Leslie Hill                For       For        Management
1.12  Elect Director M. Peter McPherson         For       For        Management
1.13  Elect Director David K.P. LI              For       For        Management
1.14  Elect Director Paul Sagan                 For       For        Management
1.15  Elect Director Elizabeth Steele           For       For        Management
1.16  Elect Director Richard F. Zannino         For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Omnibus Stock Plan                  For       For        Management
4     Separate Chairman and CEO Positions       Against   For        Shareholder


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EL PASO CORP

Ticker:       EP             Security ID:  28336L109
Meeting Date: MAY 24, 2007   Meeting Type: Annual
Record Date:  MAR 26, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Juan Carlos Braniff        For       Against    Management
2     Elect Director James L. Dunlap            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 William H. Joyce           For       For        Management
8     Elect Director Ronald L. Kuehn, Jr.       For       For        Management
9     Elect Director Ferrell P. McClean         For       For        Management
10    Elect Director Steven J. Shapiro          For       For        Management
11    Elect Director J. Michael Talbert         For       For        Management
12    Elect Director Robert F. Vagt             For       For        Management
13    Elect Director John L. Whitmire           For       For        Management
14    Elect Director Joe B. Wyatt               For       For        Management
15    Ratify Auditors                           For       For        Management
16    Amend Articles/Bylaws/Charter -- Call     Against   For        Shareholder
      Special Meetings
17    Company Specific-Policy Abandoning        Against   Against    Shareholder
      Decision by the Board


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FORD MOTOR COMPANY

Ticker:       F              Security ID:  345370860
Meeting Date: MAY 10, 2007   Meeting Type: Annual
Record Date:  MAR 14, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director John R. H. Bond            For       For        Management
1.2   Elect Director Stephen G. Butler          For       For        Management
1.3   Elect Director Kimberly A. Casiano        For       For        Management
1.4   Elect Director Edsel B. Ford, II          For       For        Management
1.5   Elect Director William Clay Ford, Jr.     For       For        Management
1.6   Elect Director Irvine O. Hockaday, Jr.    For       For        Management
1.7   Elect Director Richard A. Manoogian       For       For        Management
1.8   Elect Director Ellen R. Marram            For       For        Management
1.9   Elect Director Alan Mulally               For       For        Management
1.10  Elect Director Homer A. Neal              For       For        Management
1.11  Elect Director Jorma Ollila               For       For        Management
1.12  Elect Director John L. Thornton           For       For        Management
2     Ratify Auditor                            For       For        Management
3     Increase Disclosure of Executive          Against   Against    Shareholder
      Compensation
4     Adopt Greenhouse Gas Emissions Goals      Against   Against    Shareholder
5     Amend Articles/Bylaws/Charter -- Call     Against   For        Shareholder
      Special Meetings
6     Company-Specific -- Adopt                 Against   For        Shareholder
      Recapitalization Plan
7     Report on Global Warming                  Against   Against    Shareholder
8     Amend EEO Policy to Exclude Reference to  Against   Against    Shareholder
      Sexual Orientation
9     Performance-Based Awards                  Against   Against    Shareholder
10    Report on Implications of Rising Health   Against   Against    Shareholder
      Care Costs


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

GOODRICH CORPORATION

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

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Diane C. Creel             For       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     Pay For Superior Performance              Against   Against    Shareholder


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

H&R  BLOCK, INC.

Ticker:       HRB            Security ID:  093671105
Meeting Date: SEP 7, 2006    Meeting Type: Annual
Record Date:  JUL 5, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Jerry D. Choate            For       For        Management
1.2   Elect Director Henry F. Frigon            For       For        Management
1.3   Elect Director Roger W. Hale              For       For        Management
1.4   Elect Director Len J. Lauer               For       For        Management
2     Approve Stock Option Plan                 For       Against    Management
3     Approve/Amend Executive Incentive Bonus   For       For        Management
      Plan
4     Ratify Auditors                           For       For        Management


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

HEALTHSOUTH CORP.

Ticker:       HLSH           Security ID:  421924101
Meeting Date: OCT 18, 2006   Meeting Type: Special
Record Date:  SEP 7, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Reverse Stock Split               For       For        Management


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

HEALTHSOUTH CORP.

Ticker:       HLS            Security ID:  421924309
Meeting Date: MAY 3, 2007    Meeting Type: Annual
Record Date:  MAR 23, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Edward A. Blechschmidt     For       For        Management
1.2   Elect Director Donald L. Correll          For       For        Management
1.3   Elect Director Yvonne M. Curl             For       For        Management
1.4   Elect Director Charles M. Elson           For       For        Management
1.5   Elect Director Jay Grinney                For       For        Management
1.6   Elect Director Jon F. Hanson              For       For        Management
1.7   Elect Director Leo I. Higdon, Jr.         For       Withhold   Management
1.8   Elect Director John E. Maupin, Jr.        For       For        Management
1.9   Elect Director L. Edward Shaw, Jr.        For       For        Management
2     Ratify Auditors                           For       For        Management


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

HESS CORP

Ticker:       HES            Security ID:  42809H107
Meeting Date: MAY 2, 2007    Meeting Type: Annual
Record Date:  MAR 12, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director N.F. Brady                 For       For        Management
1.2   Elect Director J.B. Collins               For       For        Management
1.3   Elect Director T.H. Kean                  For       For        Management
1.4   Elect Director F.A. Olsen                 For       For        Management
2     Ratify Auditors                           For       For        Management
3     Declassify the Board of Directors         None      For        Shareholder


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

HUDSON CITY BANCORP, INC.

Ticker:       HCBK           Security ID:  443683107
Meeting Date: APR 24, 2007   Meeting Type: Annual
Record Date:  MAR 2, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director William J. Cosgrove        For       For        Management
1.2   Elect Director Donald O. Quest, M.D.      For       For        Management
1.3   Elect Director Joseph G. Sponholz         For       For        Management
2     Ratify Auditors                           For       For        Management


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

INTERNATIONAL FLAVORS & FRAGRANCES INC.

Ticker:       IFF            Security ID:  459506101
Meeting Date: MAY 8, 2007    Meeting Type: Annual
Record Date:  MAR 15, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Margaret Hayes Adame       For       For        Management
1.2   Elect Director Robert M. Amen             For       For        Management
1.3   Elect Director Gunter Blobel              For       For        Management
1.4   Elect Director J. Michael Cook            For       For        Management
1.5   Elect Director Peter A. Georgescu         For       For        Management
1.6   Elect Director Alexandra A. Herzan        For       For        Management
1.7   Elect Director Henry W. Howell, Jr.       For       For        Management
1.8   Elect Director Arthur C. Martinez         For       For        Management
1.9   Elect Director Burton M. Tansky           For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Omnibus Stock Plan                  For       For        Management


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

JUNIPER NETWORKS, INC.

Ticker:       JNPR           Security ID:  48203R104
Meeting Date: MAY 17, 2007   Meeting Type: Annual
Record Date:  MAR 21, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Robert M. Calderoni        For       For        Management
1.2   Elect Director Pradeep Sindhu             For       For        Management
2     Ratify Auditors                           For       Against    Management


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

KKR FINANCIAL CORP.

Ticker:       KFN            Security ID:  482476306
Meeting Date: MAY 3, 2007    Meeting Type: Annual
Record Date:  MAR 26, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Merger Agreement                  For       For        Management
2.1   Elect Directors William F. Aldinger       For       For        Management
2.2   Elect Directors Tracy L. Collins          For       For        Management
2.3   Elect Directors Kenneth M. deRegt         For       For        Management
2.4   Elect Directors Saturnino S. Fanlo        For       For        Management
2.5   Elect Directors Vincent Paul Finigan      For       For        Management
2.6   Elect Directors Paul M. Hazen             For       For        Management
2.7   Elect Directors R. Glenn Hubbard          For       For        Management
2.8   Elect Directors Ross J. Kari              For       Withhold   Management
2.9   Elect Directors Ely L. Licht              For       For        Management
2.10  Elect Directors Deborah H. McAneny        For       For        Management
2.11  Elect Directors Scott C. Nuttall          For       For        Management
2.12  Elect Directors Willy R. Strothotte       For       For        Management
3     Ratify Auditors                           For       For        Management


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

LAZARD LTD

Ticker:       LAZ            Security ID:  G54050102
Meeting Date: MAY 8, 2007    Meeting Type: Annual
Record Date:  MAR 21, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Ellis Jones               For       For        Management
1.2   Elect  Director Anthony Orsatelli         For       For        Management
1.3   Elect  Director Hal S. Scott              For       For        Management
2     RATIFICATION OF APPOINTMENT OF DELOITTE & For       For        Management
      TOUCHE LLP AS OUR INDEPENDENT REGISTERED
      PUBLIC ACCOUNTING FIRM FOR 2007 AND
      AUTHORIZATION OF LAZARD LTD S BOARD OF
      DIRECTORS, ACTING BY THE AUDIT COMMITTEE,
      TO SET THEIR RENUMERATION.


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

LINEAR TECHNOLOGY CORP.

Ticker:       LLTC           Security ID:  535678106
Meeting Date: NOV 1, 2006    Meeting Type: Annual
Record Date:  SEP 5, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Robert H. Swanson, Jr.     For       For        Management
1.2   Elect Director David S. Lee               For       For        Management
1.3   Elect Director Lothar Maier               For       For        Management
1.4   Elect Director Richard M. Moley           For       For        Management
1.5   Elect Director Thomas S. Volpe            For       For        Management
2     Ratify Auditors                           For       For        Management


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

MARSH & MCLENNAN COMPANIES, INC.

Ticker:       MMC            Security ID:  571748102
Meeting Date: MAY 17, 2007   Meeting Type: Annual
Record Date:  MAR 20, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Zachary W. Carter          For       For        Management
2     Elect Director Oscar Fanjul               For       For        Management
3     Ratify Auditors                           For       For        Management
4     Amend Qualified Employee Stock Purchase   For       For        Management
      Plan
5     Report on Political Contributions         Against   Against    Shareholder


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

MCDERMOTT INTERNATIONAL, INC.

Ticker:       MDR            Security ID:  580037109
Meeting Date: MAY 4, 2007    Meeting Type: Annual
Record Date:  MAR 26, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director John F. Bookout III       For       For        Management
1.2   Elect  Director Ronald C. Cambre          For       For        Management
1.3   Elect  Director Bruce DeMars              For       For        Management
1.4   Elect  Director Robert W. Goldman         For       For        Management
2     APPROVE AMENDMENT TO ARTICLES OF          For       For        Management
      INCORPORATION TO DECLASSIFY BOARD OF
      DIRECTORS.
3     APPROVE AMENDMENT TO ARTICLES OF          For       For        Management
      INCORPORATION TO INCREASE NUMBER OF
      AUTHORIZED SHARES OF COMMON STOCK.
4     RATIFICATION OF APPOINTMENT OF MCDERMOTT  For       For        Management
      S INDEPENDENT REGISTERED PUBLIC
      ACCOUNTING FIRM FOR THE YEAR ENDING
      DECEMBER 31, 2007.


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

MYLAN LABORATORIES INC.

Ticker:       MYL            Security ID:  628530107
Meeting Date: JUL 28, 2006   Meeting Type: Annual
Record Date:  JUN 5, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Milan Puskar               For       For        Management
1.2   Elect Director Robert J. Coury            For       For        Management
1.3   Elect Director Wendy Cameron              For       For        Management
1.4   Elect Director Neil Dimick, CPA           For       For        Management
1.5   Elect Director Douglas J. Leech, CPA      For       For        Management
1.6   Elect Director Joseph C. Maroon, Md       For       For        Management
1.7   Elect Director Rodney L. Piatt, CPA       For       For        Management
1.8   Elect Director C.B. Todd                  For       For        Management
1.9   Elect Director Rl Vanderveen, Ph.D, Rph   For       For        Management
2     Amend Omnibus Stock Plan                  For       For        Management
3     Ratify Auditors                           For       For        Management


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

NALCO HOLDING COMPANY

Ticker:       NLC            Security ID:  62985Q101
Meeting Date: MAY 3, 2007    Meeting Type: Annual
Record Date:  MAR 19, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director William H. Joyce           For       For        Management
1.2   Elect Director Rodney F. Chase            For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Omnibus Stock Plan                  For       For        Management


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

NEWELL RUBBERMAID INC.

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

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


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

NISOURCE INC.

Ticker:       NI             Security ID:  65473P105
Meeting Date: MAY 8, 2007    Meeting Type: Annual
Record Date:  MAR 13, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Steven C. Beering          For       For        Management
2     Elect Director Dennis E. Foster           For       For        Management
3     Elect Director Marty K. Kittrell          For       For        Management
4     Elect Director Peter McCausland           For       For        Management
5     Elect Director Steven R. McCracken        For       For        Management
6     Elect Director W. Lee Nutter              For       For        Management
7     Elect Director Ian M. Rolland             For       For        Management
8     Elect Director Robert C. Skaggs, Jr       For       For        Management
9     Elect Director Richard L. Thompson        For       For        Management
10    Elect Director Carolyn Y. Woo             For       For        Management
11    Elect Director Roger A. Young             For       For        Management
12    Ratify Auditors                           For       For        Management


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

NORTHERN TRUST CORP.

Ticker:       NTRS           Security ID:  665859104
Meeting Date: APR 17, 2007   Meeting Type: Annual
Record Date:  FEB 26, 2007

#     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     Amend Omnibus Stock Plan                  For       For        Management
3     Ratify Auditors                           For       For        Management


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

OFFICE DEPOT, INC.

Ticker:       ODP            Security ID:  676220106
Meeting Date: APR 25, 2007   Meeting Type: Annual
Record Date:  MAR 20, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Lee A. Ault, III           For       For        Management
2     Elect Director Neil R. Austrian           For       For        Management
3     Elect Director David W. Bernauer          For       For        Management
4     Elect Director Abelardo E. Bru            For       For        Management
5     Elect Director Marsha J. Evans            For       For        Management
6     Elect Director David I. Fuente            For       For        Management
7     Elect Director Brenda J. Gaines           For       For        Management
8     Elect Director Myra M. Hart               For       For        Management
9     Elect Director W. Scott Hedrick           For       For        Management
10    Elect Director Kathleen Mason             For       For        Management
11    Elect Director Michael J. Myers           For       For        Management
12    Elect Director Steve Odland               For       For        Management
13    Approve Omnibus Stock Plan                For       For        Management
14    Ratify Auditors                           For       For        Management


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

OWENS & MINOR, INC.

Ticker:       OMI            Security ID:  690732102
Meeting Date: APR 27, 2007   Meeting Type: Annual
Record Date:  MAR 1, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director A. Marshall Acuff, Jr.     For       For        Management
1.2   Elect Director Anne Marie Whittemore      For       For        Management
2     Approve Nonqualified Employee Stock       For       For        Management
      Purchase Plan
3     Ratify Auditors                           For       For        Management
4     Other Business                            For       Against    Management


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

PITNEY BOWES INC.

Ticker:       PBI            Security ID:  724479100
Meeting Date: MAY 14, 2007   Meeting Type: Annual
Record Date:  MAR 9, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Linda G. Alvarado          For       For        Management
1.2   Elect Director Ernie Green                For       For        Management
1.3   Elect Director John S. McFarlane          For       For        Management
1.4   Elect Director Eduardo R. Menasce         For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Omnibus Stock Plan                For       For        Management
4     Require Majority Vote to Elect Directors  For       For        Management
      in an Uncontested Election


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

RITE AID CORP.

Ticker:       RAD            Security ID:  767754104
Meeting Date: JUN 27, 2007   Meeting Type: Annual
Record Date:  MAY 8, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Andre Belzile              For       For        Management
1.2   Elect Director George G. Golleher         For       For        Management
1.3   Elect Director Mary F. Sammons            For       For        Management
1.4   Elect Director Philip G. Satre            For       For        Management


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

SEALED AIR CORPORATION

Ticker:       SEE            Security ID:  81211K100
Meeting Date: MAY 18, 2007   Meeting Type: Annual
Record Date:  MAR 27, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Hank Brown                 For       For        Management
2     Elect Director Michael Chu                For       For        Management
3     Elect Director Lawrence R. Codey          For       For        Management
4     Elect Director T. J. Dermot Dunphy        For       For        Management
5     Elect Director Charles F. Farrell, Jr.    For       For        Management
6     Elect Director William V. Hickey          For       For        Management
7     Elect Director Jacqueline B. Kosecoff     For       For        Management
8     Elect Director Kenneth P. Manning         For       For        Management
9     Elect Director William J. Marino          For       For        Management
10    Ratify Auditors                           For       For        Management


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

SNAP-ON INCORPORATED

Ticker:       SNA            Security ID:  833034101
Meeting Date: APR 26, 2007   Meeting Type: Annual
Record Date:  FEB 26, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director John F. Fiedler            For       For        Management
1.2   Elect Director W. Dudley Lehman           For       For        Management
1.3   Elect Director Edward H. Rensi            For       For        Management
2     Ratify Auditors                           For       For        Management


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

TENET HEALTHCARE CORP.

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

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


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

UST INC.

Ticker:       UST            Security ID:  902911106
Meeting Date: MAY 1, 2007    Meeting Type: Annual
Record Date:  MAR 8, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Declassify the Board of Directors         For       For        Management
2.1   Elect Director J.D. Barr                  For       For        Management
2.2   Elect Director J.P. Clancey               For       For        Management
2.3   Elect Director P. Diaz Dennis             For       For        Management
2.4   Elect Director V.A. Gierer                For       For        Management
2.5   Elect Director J.E. Heid                  For       For        Management
2.6   Elect Director M.S. Kessler               For       For        Management
2.7   Elect Director P.J. Neff                  For       For        Management
2.8   Elect Director A.J. Parsons               For       For        Management
2.9   Elect Director R.J. Rossi                 For       For        Management
2.10  Elect Director J.P. Clancey               For       For        Management
2.11  Elect Director V.A. Gierer, Jr.           For       For        Management
2.12  Elect Director J.E. Heid                  For       For        Management
3     Ratify Auditors                           For       For        Management


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

WATSON PHARMACEUTICALS, INC.

Ticker:       WPI            Security ID:  942683103
Meeting Date: MAY 4, 2007    Meeting Type: Annual
Record Date:  MAR 16, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Allen Chao                 For       For        Management
1.2   Elect Director Michel J. Feldman          For       For        Management
1.3   Elect Director Fred G. Weiss              For       For        Management
2     Amend Omnibus Stock Plan                  For       For        Management
3     Ratify Auditors                           For       For        Management


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

WISCONSIN ENERGY CORP.

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

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director John F. Ahearne            For       For        Management
1.2   Elect Director John F. Bergstrom          For       For        Management
1.3   Elect Director Barbara L. Bowles          For       For        Management
1.4   Elect Director Patricia W. Chadwick       For       For        Management
1.5   Elect Director Robert A. Cornog           For       For        Management
1.6   Elect Director Curt S. Culver             For       For        Management
1.7   Elect Director Thomas J. Fischer          For       For        Management
1.8   Elect Director Gale E. Klappa             For       For        Management
1.9   Elect Director Ulice Payne Jr             For       For        Management
1.10  Elect Director Frederick P Stratton Jr    For       For        Management
2     Ratify Auditors                           For       For        Management
========== 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/ Ronald E. Robison
                 ---------------------------------------------------------------
                 President and Principal Executive Officer - Office of the Funds

Date August 28, 2007


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