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                                 UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                   FORM N-PX

                    ANNUAL REPORT OF PROXY VOTING RECORD OF
                  REGISTERED MANAGEMENT INVESTMENT COMPANIES

                  Investment Company Act file number 811-5912

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                            MFS SPECIAL VALUE TRUST
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              (Exact name of registrant as specified in charter)

               500 Boylston Street, Boston, Massachusetts 02116
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              (Address of principal executive offices) (Zip code)

                                Susan S. Newton
                   Massachusetts Financial Services Company
                              500 Boylston Street
                          Boston, Massachusetts 02116
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                   (Name and address of agents for service)

      Registrant's telephone number, including area code: (617) 954-5000

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                      Date of fiscal year end: October 31

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            Date of reporting period: July 1, 2011 - June 30, 2012

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ITEM 1. PROXY VOTING RECORD.



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

ICA File Number: 811-05912
Reporting Period: 07/01/2011 - 06/30/2012
MFS Special Value Trust

=========================== MFS Special Value Trust ============================

3M COMPANY

Ticker:       MMM            Security ID:  88579Y101
Meeting Date: MAY 08, 2012   Meeting Type: Annual
Record Date:  MAR 09, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Linda G. Alvarado        For       For          Management
2     Elect Director Vance D. Coffman         For       For          Management
3     Elect Director Michael L. Eskew         For       For          Management
4     Elect Director W. James Farrell         For       For          Management
5     Elect Director Herbert L. Henkel        For       For          Management
6     Elect Director Edward M. Liddy          For       For          Management
7     Elect Director Robert S. Morrison       For       For          Management
8     Elect Director Aulana L. Peters         For       For          Management
9     Elect Director Inge G. Thulin           For       For          Management
10    Elect Director Robert J. Ulrich         For       For          Management
11    Ratify Auditors                         For       For          Management
12    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
13    Amend Qualified Employee Stock          For       Against      Management
      Purchase Plan
14    Amend Omnibus Stock Plan                For       Against      Management
15    Report on Lobbying Payments and Policy  Against   For          Shareholder
16    Prohibit Political Contributions        Against   Against      Shareholder
17    Require Independent Board Chairman      Against   Against      Shareholder

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ABBOTT LABORATORIES

Ticker:       ABT            Security ID:  002824100
Meeting Date: APR 27, 2012   Meeting Type: Annual
Record Date:  FEB 29, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Robert J. Alpern         For       For          Management
1.2   Elect Director Roxanne S. Austin        For       For          Management
1.3   Elect Director Sally E. Blount          For       For          Management
1.4   Elect Director W. James Farrell         For       For          Management
1.5   Elect Director Edward M. Liddy          For       For          Management
1.6   Elect Director Nancy McKinstry          For       For          Management
1.7   Elect Director Phebe N. Novakovic       For       For          Management
1.8   Elect Director William A. Osborn        For       For          Management
1.9   Elect Director Samuel C. Scott, III     For       For          Management



1.10  Elect Director Glenn F. Tilton          For       For          Management
1.11  Elect Director Miles D. White           For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Report on Research Animal Care and      Against   Against      Shareholder
      Promotion of Testing Alternatives
5     Report on Lobbying Payments and Policy  Against   For          Shareholder
6     Require Independent Board Chairman      Against   Against      Shareholder
7     Adopt Anti Gross-up Policy              Against   Against      Shareholder
8     Stock Retention/Holding Period          Against   Against      Shareholder
9     Cease Compliance Adjustments to         Against   Against      Shareholder
      Performance Criteria
10    Pro-rata Vesting of Equity Plans        Against   Against      Shareholder

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ACCURIDE CORPORATION

Ticker:       ACW            Security ID:  00439T206
Meeting Date: APR 24, 2012   Meeting Type: Annual
Record Date:  MAR 15, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Keith E. Busse           For       Withhold     Management
1.2   Elect Director Richard F. Dauch         For       Withhold     Management
1.3   Elect Director Benjamin C. Duster, IV   For       Withhold     Management
1.4   Elect Director Lewis M. Kling           For       For          Management
1.5   Elect Director Stephen S. Ledoux        For       Withhold     Management
1.6   Elect Director John W. Risner           For       Withhold     Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation

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AIRGAS, INC.

Ticker:       ARG            Security ID:  009363102
Meeting Date: AUG 29, 2011   Meeting Type: Annual
Record Date:  JUL 01, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Peter McCausland         For       Withhold     Management
1.2   Elect Director Lee M. Thomas            For       Withhold     Management
1.3   Elect Director John C. van Roden, Jr.   For       Withhold     Management
1.4   Elect Director Ellen C. Wolf            For       Withhold     Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       Against      Management
      Executive Officers' Compensation
4     Advisory Vote on Say on Pay Frequency   One Year  One Year     Management

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AT&T INC.

Ticker:       T              Security ID:  00206R102
Meeting Date: APR 27, 2012   Meeting Type: Annual
Record Date:  FEB 28, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Randall L. Stephenson    For       For          Management
2     Elect Director Gilbert F. Amelio        For       For          Management
3     Elect Director Reuben V. Anderson       For       For          Management
4     Elect DirectorJames H. Blanchard        For       For          Management
5     Elect DirectorJaime Chico Pardo         For       For          Management
6     Elect Director James P. Kelly           For       For          Management
7     Elect Director Jon C. Madonna           For       For          Management
8     Elect Director John B. McCoy            For       For          Management
9     Elect Director Joyce M. Roche           For       For          Management
10    Elect Director Matthew K. Rose          For       For          Management
11    Elect Director Laura D'Andrea Tyson     For       For          Management
12    Ratification Of Appointment Of          For       For          Management
      Independent Auditors.
13    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
14    Provide Right to Act by Written Consent For       For          Management
15    Report on Political Contributions       Against   For          Shareholder
16    Commit to Wireless Network Neutrality   Against   Against      Shareholder
17    Require Independent Board Chairman      Against   Against      Shareholder

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BECTON, DICKINSON AND COMPANY

Ticker:       BDX            Security ID:  075887109
Meeting Date: JAN 31, 2012   Meeting Type: Annual
Record Date:  DEC 12, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Basil L. Anderson        For       For          Management
2     Elect Director Henry P. Becton, Jr.     For       For          Management
3     Elect Director Edward F. Degraan        For       For          Management
4     Elect Director Vincent A. Forlenza      For       For          Management
5     Elect Director Claire M. Fraser-liggett For       For          Management
6     Elect Director Christopher Jones        For       For          Management
7     Elect Director Marshall O. Larsen       For       For          Management
8     Elect Director Edward J. Ludwig         For       For          Management
9     Elect Director Adel A.F. Mahmoud        For       For          Management
10    Elect Director Gary A. Mecklenburg      For       For          Management
11    Elect Director James F. Orr             For       For          Management
12    Elect Director Willard J. Overlock, Jr  For       For          Management
13    Elect Director Bertram L. Scott         For       For          Management
14    Elect Director Alfred Sommer            For       For          Management
15    Ratify Auditors                         For       For          Management
16    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
17    Provide for Cumulative Voting           Against   Against      Shareholder

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BLACKROCK, INC.

Ticker:       BLK            Security ID:  09247X101
Meeting Date: MAY 24, 2012   Meeting Type: Annual
Record Date:  MAR 29, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director William S. Demchak       For       For          Management
2     Elect Director Laurence D. Fink         For       For          Management
3     Elect Director Robert S. Kapito         For       For          Management



4     Elect Director Thomas H. O'Brien        For       For          Management
5     Elect Director Ivan G. Seidenberg       For       For          Management
6     Declassify the Board of Directors       For       For          Management
7     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
8     Ratify Auditors                         For       For          Management

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DANAHER CORPORATION

Ticker:       DHR            Security ID:  235851102
Meeting Date: MAY 08, 2012   Meeting Type: Annual
Record Date:  MAR 09, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Mortimer M. Caplin       For       For          Management
2     Elect Director Donald J. Ehrlich        For       For          Management
3     Elect Director Linda P. Hefner          For       For          Management
4     Elect Director Teri List-Stoll          For       For          Management
5     Elect Director Walter G. Lohr, Jr.      For       For          Management
6     Ratify Auditors                         For       For          Management
7     Increase Authorized Common Stock        For       For          Management
8     Amend Executive Incentive Bonus Plan    For       For          Management
9     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation

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EXXON MOBIL CORPORATION

Ticker:       XOM            Security ID:  30231G102
Meeting Date: MAY 30, 2012   Meeting Type: Annual
Record Date:  APR 04, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director M.J. Boskin              For       For          Management
1.2   Elect Director P. Brabeck-Letmathe      For       For          Management
1.3   Elect Director L.R. Faulkner            For       For          Management
1.4   Elect Director J.S. Fishman             For       Withhold     Management
1.5   Elect Director H.H. Fore                For       For          Management
1.6   Elect Director K.C. Frazier             For       For          Management
1.7   Elect Director W.W. George              For       Withhold     Management
1.8   Elect Director S.J. Palmisano           For       Withhold     Management
1.9   Elect Director S.S. Reinemund           For       For          Management
1.10  Elect Director R.W. Tillerson           For       Withhold     Management
1.11  Elect Director E.E. Whitacre, Jr.       For       Withhold     Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       Against      Management
      Executive Officers' Compensation
4     Require Independent Board Chairman      Against   Against      Shareholder
5     Require a Majority Vote for the         Against   For          Shareholder
      Election of Directors
6     Report on Political Contributions       Against   For          Shareholder
7     Amend EEO Policy to Prohibit            Against   Against      Shareholder
      Discrimination based on Sexual
      Orientation and Gender Identity
8     Report on Hydraulic Fracturing Risks    Against   For          Shareholder
      to Company
9     Adopt Quantitative GHG Goals for        Against   Against      Shareholder
      Products and Operations

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INTERNATIONAL BUSINESS MACHINES CORPORATION

Ticker:       IBM            Security ID:  459200101
Meeting Date: APR 24, 2012   Meeting Type: Annual
Record Date:  FEB 24, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Alain J.P. Belda         For       For          Management
2     Elect Director William R. Brody         For       For          Management
3     Elect Director Kenneth I. Chenault      For       For          Management
4     Elect Director Michael L. Eskew         For       For          Management
5     Elect Director David N. Farr            For       For          Management
6     Elect Director Shirley Ann Jackson      For       For          Management
7     Elect Director Andrew N. Liveris        For       For          Management
8     Elect Director W. James McNerney, Jr.   For       For          Management
9     Elect Director James W. Owens           For       For          Management
10    Elect Director Samuel J. Palmisano      For       For          Management
11    Elect Director Virginia M. Rometty      For       For          Management
12    Elect Director Joan E. Spero            For       For          Management
13    Elect Director Sidney Taurel            For       For          Management
14    Elect Director Lorenzo H. Zambrano      For       For          Management
15    Ratify Auditors                         For       For          Management
16    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
17    Provide for Cumulative Voting           Against   Against      Shareholder
18    Report on Political Contributions       Against   Against      Shareholder
19    Report on Lobbying Expenses             Against   Against      Shareholder

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JOHNSON & JOHNSON

Ticker:       JNJ            Security ID:  478160104
Meeting Date: APR 26, 2012   Meeting Type: Annual
Record Date:  FEB 28, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Mary Sue Coleman         For       For          Management
2     Elect Director James G. Cullen          For       For          Management
3     Elect Director Ian E.l. Davis           For       For          Management
4     Elect Director Alex Gorsky              For       For          Management
5     Elect Director Michael M.e. Johns       For       For          Management
6     Elect Director Susan L. Lindquist       For       For          Management
7     Elect Director Anne M. Mulcahy          For       For          Management
8     Elect Director Leo F. Mullin            For       For          Management
9     Elect Director William D. Perez         For       For          Management
10    Elect Director Charles Prince           For       For          Management
11    Elect Director David Satcher            For       For          Management
12    Elect Director William C. Weldon        For       For          Management
13    Elect Director Ronald A. Williams       For       For          Management
14    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
15    Approve Omnibus Stock Plan              For       Against      Management
16    Ratify Auditors                         For       For          Management
17    Require Independent Board Chairman      Against   Against      Shareholder
18    Require Shareholder Vote to Approve     Against   Against      Shareholder
      Political Contributions
19    Adopt Animal-Free Training Methods      Against   Against      Shareholder

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JOHNSON CONTROLS, INC.

Ticker:       JCI            Security ID:  478366107
Meeting Date: JAN 25, 2012   Meeting Type: Annual
Record Date:  NOV 17, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Dennis W. Archer         For       Withhold     Management
1.2   Elect Director Mark P. Vergnano         For       For          Management
1.3   Elect Director Richard Goodman          For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       Against      Management
      Executive Officers' Compensation
4     Declassify the Board of Directors       Against   For          Shareholder

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JPMORGAN CHASE & CO.

Ticker:       JPM            Security ID:  46625H100
Meeting Date: MAY 15, 2012   Meeting Type: Annual
Record Date:  MAR 16, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director James A. Bell            For       For          Management
2     Elect Director Crandall C. Bowles       For       For          Management
3     Elect Director Stephen B. Burke         For       For          Management
4     Elect Director David M. Cote            For       For          Management
5     Elect Director James S. Crown           For       For          Management
6     Elect Director James Dimon              For       For          Management
7     Elect Director Timothy P. Flynn         For       For          Management
8     Elect Director Ellen V. Futter          For       For          Management
9     Elect Director Laban P. Jackson, Jr.    For       For          Management
10    Elect Director Lee R. Raymond           For       For          Management
11    Elect Director William C. Weldon        For       For          Management
12    Ratify Auditors                         For       For          Management
13    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
14    Affirm Political Non-Partisanship       Against   Against      Shareholder
15    Require Independent Board Chairman      Against   Against      Shareholder
16    Report on Loan Modifications            Against   Against      Shareholder
17    Report on Political Contributions       Against   Against      Shareholder
18    Institute Procedures to Prevent         Against   Against      Shareholder
      Investments in Companies that
      Contribute to Genocide or Crimes
      Against Humanity
19    Provide Right to Act by Written Consent Against   For          Shareholder
20    Stock Retention                         Against   Against      Shareholder

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LOCKHEED MARTIN CORPORATION

Ticker:       LMT            Security ID:  539830109
Meeting Date: APR 26, 2012   Meeting Type: Annual
Record Date:  MAR 01, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Nolan D. Archibald       For       For          Management
2     Elect Director Rosalind G. Brewer       For       For          Management
3     Elect Director David B. Burritt         For       For          Management
4     Elect Director James O. Ellis, Jr.      For       For          Management
5     Elect Director Thomas J. Falk           For       For          Management
6     Elect Director Gwendolyn S. King        For       For          Management
7     Elect Director James M. Loy             For       For          Management
8     Elect Director Douglas H. McCorkindale  For       For          Management
9     Elect Director Joseph W. Ralston        For       For          Management
10    Elect Director Anne Stevens             For       For          Management
11    Elect Director Robert J. Stevens        For       For          Management
12    Ratify Auditors                         For       For          Management
13    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
14    Require Independent Board Chairman      Against   Against      Shareholder

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METLIFE, INC.

Ticker:       MET            Security ID:  59156R108
Meeting Date: APR 24, 2012   Meeting Type: Annual
Record Date:  MAR 01, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director John M. Keane            For       For          Management
1.2   Elect Director Catherine R. Kinney      For       For          Management
1.3   Elect Director Hugh B. Price            For       For          Management
1.4   Elect Director Kenton J. Sicchitano     For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation

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NEW YOUNG BROADCASTING HOLDINGS CO. INC.

Ticker:       YBTVQ          Security ID:  650151103
Meeting Date: FEB 08, 2012   Meeting Type: Annual
Record Date:  JAN 08, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Anthony Cassara          For       For          Management
2     Elect Director Sheldon Galloway         For       For          Management
3     Elect Director Soo Kim                  For       For          Management
4     Elect Director Kevin Shea               For       For          Management
5     Elect Director Thomas Sullivan          For       For          Management

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OCCIDENTAL PETROLEUM CORPORATION

Ticker:       OXY            Security ID:  674599105
Meeting Date: MAY 04, 2012   Meeting Type: Annual
Record Date:  MAR 13, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Spencer Abraham          For       For          Management
2     Elect Director Howard I. Atkins         For       For          Management



3     Elect Director Stephen I. Chazen        For       For          Management
4     Elect Director Edward P. Djerejian      For       For          Management
5     Elect Director John E. Feick            For       For          Management
6     Elect Director Margaret M. Foran        For       For          Management
7     Elect Director Carlos M. Gutierrez      For       For          Management
8     Elect Director Ray R. Irani             For       For          Management
9     Elect Director Avedick B. Poladian      For       For          Management
10    Elect Director Aziz D. Syriani          For       For          Management
11    Elect Director Rosemary Tomich          For       For          Management
12    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
13    Ratify Auditors                         For       For          Management
14    Request Director Nominee with           Against   Against      Shareholder
      Environmental Qualifications

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OPTI CANADA INC.

Ticker:       OPC            Security ID:  68383KAB5
Meeting Date: SEP 07, 2011   Meeting Type: Bondholder
Record Date:  AUG 04, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Bondholder Resolution: The Plan         For       For          Management

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PFIZER INC.

Ticker:       PFE            Security ID:  717081103
Meeting Date: APR 26, 2012   Meeting Type: Annual
Record Date:  FEB 28, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Dennis A. Ausiello       For       For          Management
2     Elect Director M. Anthony Burns         For       For          Management
3     Elect Director W. Don Cornwell          For       For          Management
4     Elect Director Frances D. Fergusson     For       For          Management
5     Elect Director William H. Gray, III     For       For          Management
6     Elect Director Helen H. Hobbs           For       For          Management
7     Elect Director Constance J. Horner      For       For          Management
8     Elect Director James M. Kilts           For       For          Management
9     Elect Director George A. Lorch          For       For          Management
10    Elect Director John P. Mascotte         For       For          Management
11    Elect Director Suzanne Nora Johnson     For       For          Management
12    Elect Director Ian C. Read              For       For          Management
13    Elect Director Stephen W. Sanger        For       For          Management
14    Elect Director Marc Tessier-Lavigne     For       For          Management
15    Ratify Auditors                         For       For          Management
16    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
17    Publish Political Contributions         Against   Against      Shareholder
18    Provide Right to Act by Written Consent Against   For          Shareholder
19    Amend Articles/Bylaws/Charter -- Call   Against   For          Shareholder
      Special Meetings
20    Non-Employee Director Compensation      Against   Against      Shareholder

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PG&E CORPORATION

Ticker:       PCG            Security ID:  69331C108
Meeting Date: MAY 14, 2012   Meeting Type: Annual
Record Date:  MAR 16, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director David R. Andrews         For       For          Management
2     Elect Director Lewis Chew               For       For          Management
3     Elect Director C. Lee Cox               For       For          Management
4     Elect Director Anthony F. Earley, Jr.   For       For          Management
5     Elect Director Fred J. Fowler           For       For          Management
6     Elect Director Maryellen C. Herringer   For       For          Management
7     Elect Director Roger H. Kimmel          For       For          Management
8     Elect Director Richard A. Meserve       For       For          Management
9     Elect Director Forrest E. Miller        For       For          Management
10    Elect Director Rosendo G. Parra         For       For          Management
11    Elect Director Barbara L. Rambo         For       For          Management
12    Elect Director Barry Lawson Williams    For       For          Management
13    Ratify Auditors                         For       For          Management
14    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
15    Formulate EEO Policy That Does Not      Against   Against      Shareholder
      Include Sexual Orientation

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PHILIP MORRIS INTERNATIONAL INC.

Ticker:       PM             Security ID:  718172109
Meeting Date: MAY 09, 2012   Meeting Type: Annual
Record Date:  MAR 16, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Harold Brown             For       For          Management
2     Elect Director Mathis Cabiallavetta     For       For          Management
3     Elect DirectorLouis C. Camilleri        For       For          Management
4     Elect DirectorJ. Dudley Fishburn        For       For          Management
5     Elect DirectorJennifer Li               For       For          Management
6     Elect Director Graham Mackay            For       For          Management
7     Elect Director Sergio Marchionne        For       For          Management
8     Elect Director Kalpana Morparia         For       For          Management
9     Elect DirectorLucio A. Noto             For       For          Management
10    Elect DirectorRobert B. Polet           For       For          Management
11    Elect DirectorCarlos Slim Helu          For       For          Management
12    Elect DirectorStephen M. Wolf           For       For          Management
13    Ratify Auditors                         For       For          Management
14    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
15    Approve Restricted Stock Plan           For       For          Management
16    Require Independent Board Chairman      Against   Against      Shareholder
17    Establish Ethics Committee to Review    Against   Against      Shareholder
      Marketing Activities

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PPG INDUSTRIES, INC.

Ticker:       PPG            Security ID:  693506107
Meeting Date: APR 19, 2012   Meeting Type: Annual
Record Date:  FEB 17, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Charles E. Bunch         For       For          Management
1.2   Elect Director Robert Ripp              For       For          Management
1.3   Elect Director Thomas J. Usher          For       For          Management
1.4   Elect Director David R. Whitwam         For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Declassify the Board of Directors       For       For          Management
4     Ratify Auditors                         For       For          Management

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QUAD/GRAPHICS, INC.

Ticker:       QUAD           Security ID:  747301109
Meeting Date: MAY 14, 2012   Meeting Type: Annual
Record Date:  MAR 23, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director William J. Abraham, Jr.  For       Withhold     Management
1.2   Elect Director Douglas P. Buth          For       For          Management
1.3   Elect Director Christopher B. Harned    For       Withhold     Management
1.4   Elect Director Betty Ewens Quadracci    For       Withhold     Management
1.5   Elect Director J. Joel Quadracci        For       Withhold     Management
1.6   Elect Director Thomas O. Ryder          For       For          Management
1.7   Elect Director John S. Shiely           For       For          Management
2     Amend Omnibus Stock Plan                For       For          Management

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TARGET CORPORATION

Ticker:       TGT            Security ID:  87612E106
Meeting Date: JUN 13, 2012   Meeting Type: Annual
Record Date:  APR 16, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Roxanne S. Austin        For       For          Management
1.2   Elect Director Calvin Darden            For       For          Management
1.3   Elect Director Mary N. Dillon           For       For          Management
1.4   Elect Director James A. Johnson         For       Withhold     Management
1.5   Elect Director Mary E. Minnick          For       For          Management
1.6   Elect Director Anne M. Mulcahy          For       Withhold     Management
1.7   Elect Director Derica W. Rice           For       For          Management
1.8   Elect Director Stephen W. Sanger        For       For          Management
1.9   Elect Director Gregg W. Steinhafel      For       For          Management
1.10  Elect Director John G. Stumpf           For       For          Management
1.11  Elect Director Solomon D. Trujillo      For       For          Management
2     Ratify Auditors                         For       For          Management
3     Approve Executive Incentive Bonus Plan  For       For          Management
4     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
5     Report on Electronics Recycling and     Against   Against      Shareholder
      Preventing E-Waste Export
6     Prohibit Political Contributions        Against   Against      Shareholder

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THE BANK OF NEW YORK MELLON CORPORATION

Ticker:       BK             Security ID:  064058100
Meeting Date: APR 10, 2012   Meeting Type: Annual
Record Date:  FEB 10, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Ruth E. Bruch            For       For          Management
2     Elect Director Nicholas M. Donofrio     For       For          Management
3     Elect Director Gerald L. Hassell        For       For          Management
4     Elect Director Edmund F. Kelly          For       For          Management
5     Elect Director Richard J. Kogan         For       For          Management
6     Elect Director Michael J. Kowalski      For       For          Management
7     Elect Director John A. Luke, Jr.        For       For          Management
8     Elect Director Mark A. Nordenberg       For       For          Management
9     Elect Director Catherine A. Rein        For       For          Management
10    Elect Director William C. Richardson    For       For          Management
11    Elect Director Samuel C. Scott, III     For       For          Management
12    Elect Director Wesley W. von Schack     For       For          Management
13    Advisory Vote to Ratify Named           For       Against      Management
      Executive Officers' Compensation
14    Ratify Auditors                         For       For          Management
15    Require Independent Board Chairman      Against   Against      Shareholder
16    Restore or Provide for Cumulative       Against   Against      Shareholder
      Voting

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

THE GOLDMAN SACHS GROUP, INC.

Ticker:       GS             Security ID:  38141G104
Meeting Date: MAY 24, 2012   Meeting Type: Annual
Record Date:  MAR 26, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Lloyd C. Blankfein       For       For          Management
2     Elect Director M. Michele Burns         For       For          Management
3     Elect Director Gary D. Cohn             For       For          Management
4     Elect Director Claes Dahlback           For       For          Management
5     Elect Director Stephen Friedman         For       For          Management
6     Elect Director William W. George        For       For          Management
7     Elect Director James A. Johnson         For       Against      Management
8     Elect Director Lakshmi N. Mittal        For       For          Management
9     Elect Director James J. Schiro          For       For          Management
10    Elect Director Debora L. Spar           For       For          Management
11    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
12    Ratify Auditors                         For       For          Management
13    Provide for Cumulative Voting           Against   Against      Shareholder
14    Stock Retention/Holding Period          Against   Against      Shareholder
15    Report on Lobbying Payments and Policy  Against   Against      Shareholder

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

THE TRAVELERS COMPANIES, INC.

Ticker:       TRV            Security ID:  89417E109
Meeting Date: MAY 23, 2012   Meeting Type: Annual
Record Date:  MAR 26, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Alan L. Beller           For       For          Management



2     Elect Director John H. Dasburg          For       For          Management
3     Elect Director Janet M. Dolan           For       For          Management
4     Elect Director Kenneth M. Duberstein    For       For          Management
5     Elect Director Jay S. Fishman           For       For          Management
6     Elect Director Lawrence G. Graev        For       For          Management
7     Elect Director Patricia L. Higgins      For       For          Management
8     Elect Director Thomas R. Hodgson        For       For          Management
9     Elect Director William J. Kane          For       For          Management
10    Elect Director Cleve L. Killingsworth,  For       For          Management
      Jr.
11    Elect Director Donald J. Shepard        For       For          Management
12    Elect Director Laurie J. Thomsen        For       For          Management
13    Ratify Auditors                         For       For          Management
14    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
15    Report on Political Contributions       Against   For          Shareholder

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

THE WESTERN UNION COMPANY

Ticker:       WU             Security ID:  959802109
Meeting Date: MAY 23, 2012   Meeting Type: Annual
Record Date:  MAR 26, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Richard A. Goodman       For       For          Management
2     Elect Director Roberto G. Mendoza       For       For          Management
3     Elect Director Michael A. Miles, Jr.    For       For          Management
4     Declassify the Board of Directors       For       For          Management
5     Ratify Auditors                         For       For          Management
6     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
7     Amend Omnibus Stock Plan                For       For          Management
8     Adopt Proxy Access Right                Against   Against      Shareholder
9     Adopt Proxy Statement Reporting on      Against   Against      Shareholder
      Political Contributions and Advisory
      Vote

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

UNITED TECHNOLOGIES CORPORATION

Ticker:       UTX            Security ID:  913017109
Meeting Date: APR 11, 2012   Meeting Type: Annual
Record Date:  FEB 15, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Louis R. Chenevert       For       For          Management
2     Elect Director John V. Faraci           For       For          Management
3     Elect Director Jean-Pierre Garnier, Ph. For       For          Management
      D.
4     Elect Director Jamie S. Gorelick        For       For          Management
5     Elect Director Edward A. Kangas         For       For          Management
6     Elect Director Ellen J. Kullman         For       For          Management
7     Elect Director Richard D. McCormick     For       For          Management
8     Elect Director Harold McGraw, III       For       For          Management
9     Elect Director Richard B. Myers         For       For          Management
10    Elect Director H. Patrick Swygert       For       For          Management
11    Elect Director Andre Villeneuve         For       For          Management
12    Elect Director Christine Todd Whitman   For       For          Management
13    Ratify Auditors                         For       For          Management
14    Advisory Vote to Ratify Named           For       Against      Management
      Executive Officers' Compensation

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



VISA INC.

Ticker:       V              Security ID:  92826C839
Meeting Date: JAN 31, 2012   Meeting Type: Annual
Record Date:  DEC 05, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Gary P. Coughlan         For       For          Management
2     Elect Director Mary B. Cranston         For       For          Management
3     Elect Director Francisco Javier         For       For          Management
      Fernandez-Carbajal
4     Elect Director Robert W. Matschullat    For       For          Management
5     Elect Director Cathy E. Minehan         For       For          Management
6     Elect Director Suzanne Nora Johnson     For       For          Management
7     Elect Director David J. Pang            For       For          Management
8     Elect Director Joseph W. Saunders       For       For          Management
9     Elect Director William S. Shanahan      For       For          Management
10    Elect Director John A. Swainson         For       For          Management
11    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
12    Amend Omnibus Stock Plan                For       For          Management
13    Ratify Auditors                         For       For          Management

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

VODAFONE GROUP PLC

Ticker:       VOD            Security ID:  92857W209
Meeting Date: JUL 26, 2011   Meeting Type: Annual
Record Date:  JUN 03, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Accept Financial Statements and         For       For          Management
      Statutory Reports
2     Elect Gerard Kleisterlee as Director    For       For          Management
3     Re-elect John Buchanan as Director      For       For          Management
4     Re-elect Vittorio Colao as Director     For       For          Management
5     Re-elect Michel Combes as Director      For       For          Management
6     Re-elect Andy Halford as Director       For       For          Management
7     Re-elect Stephen Pusey as Director      For       For          Management
8     Elect Renee James as Director           For       For          Management
9     Re-elect Alan Jebson as Director        For       For          Management
10    Re-elect Samuel Jonah as Director       For       For          Management
11    Re-elect Nick Land as Director          For       For          Management
12    Re-elect Anne Lauvergeon as Director    For       For          Management
13    Re-elect Luc Vandevelde as Director     For       For          Management
14    Re-elect Anthony Watson as Director     For       For          Management
15    Re-elect Philip Yea as Director         For       For          Management
16    Approve Final Dividend                  For       For          Management
17    Approve Remuneration Report             For       For          Management
18    Reappoint Deloitte LLP as Auditors      For       For          Management
19    Authorise Audit Committee to Fix        For       For          Management
      Remuneration of Auditors
20    Authorise Issue of Equity with          For       For          Management
      Pre-emptive Rights



21    Authorise Issue of Equity without       For       For          Management
      Pre-emptive Rights
22    Authorise Market Purchase               For       For          Management
23    Authorise the Company to Call EGM with  For       For          Management
      Two Weeks' Notice

========== 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: MFS SPECIAL VALUE TRUST

By (Signature and Title):  JOHN M. CORCORAN*
                           ----------------------------------------------------
                           John M. Corcoran,
                           Principal Executive Officer & President

Date: August 13, 2012

*By (Signature and Title)  /s/ Susan S. Newton
                           ----------------------------------------------------
                           Susan S. Newton, as attorney-in-fact

*   Executed by Susan S. Newton on behalf of John M. Corcoran pursuant to a
    Power of Attorney dated July 18th, 2012. (1)

(1) Incorporated by reference to MFS Municipal Series Trust (File Nos. 2-92915
    and 811-4096) Post-Effective Amendment No. 54 filed with the SEC via EDGAR
    on July 26, 2012.