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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, 2010 - June 30, 2011

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ITEM 1.  PROXY VOTING RECORD.

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

ICA File Number: 811-05912
Reporting Period: 07/01/2010 - 06/30/2011
MFS Special Value Trust









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


3M COMPANY

Ticker:       MMM            Security ID:  88579Y101
Meeting Date: MAY 10, 2011   Meeting Type: Annual
Record Date:  MAR 11, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Linda G. Alvarado        For       For          Management
2     Elect Director George W. Buckley        For       For          Management
3     Elect Director Vance D. Coffman         For       For          Management
4     Elect Director Michael L. Eskew         For       For          Management
5     Elect Director W. James Farrell         For       For          Management
6     Elect Director Herbert L. Henkel        For       For          Management
7     Elect Director Edward M. Liddy          For       For          Management
8     Elect Director Robert S. Morrison       For       For          Management
9     Elect Director Aulana L. Peters         For       For          Management
10    Elect Director Robert J. Ulrich         For       For          Management
11    Ratify Auditors                         For       For          Management
12    Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
13    Advisory Vote on Say on Pay Frequency   One Year  One Year     Management
14    Report on Political Contributions       Against   For          Shareholder


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ABBOTT LABORATORIES

Ticker:       ABT            Security ID:  002824100
Meeting Date: APR 29, 2011   Meeting Type: Annual
Record Date:  MAR 02, 2011

#     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 W. James Farrell         For       For          Management
1.4   Elect Director H. Laurance Fuller       For       For          Management
1.5   Elect Director Edward M. Liddy          For       For          Management
1.6   Elect Director Phebe N. Novakovic       For       For          Management
1.7   Elect Director William A. Osborn        For       For          Management
1.8   Elect Director Samuel C. Scott III      For       For          Management
1.9   Elect Director Glenn F. Tilton          For       For          Management
1.10  Elect Director Miles D. White           For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
4     Advisory Vote on Say on Pay Frequency   One Year  One Year     Management
5     Adopt Policy on Pharmaceutical Price    Against   Against      Shareholder
      Restraint


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ACCURIDE CORPORATION

Ticker:       ACW            Security ID:  00439TAA5
Meeting Date: NOV 18, 2010   Meeting Type: Special
Record Date:  OCT 13, 2010

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


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ACCURIDE CORPORATION

Ticker:       ACW            Security ID:  00439T206
Meeting Date: APR 26, 2011   Meeting Type: Annual
Record Date:  MAR 11, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Keith E. Busse           For       Withhold     Management
1.2   Elect Director Richard F. Dauch         For       For          Management
1.3   Elect Director Benjamin C. Duster, IV   For       Withhold     Management
1.4   Elect Director Robert J. Kelly          For       Withhold     Management
1.5   Elect Director William M. Lasky         For       For          Management
1.6   Elect Director Stephen S. Ledoux        For       For          Management
1.7   Elect Director John W. Risner           For       For          Management
2     Ratify Auditors                         For       For          Management
3     Approve Omnibus Stock Plan              For       For          Management
4     Advisory Vote to Ratify Named Executive For       Against      Management
      Officers' Compensation
5     Advisory Vote on Say on Pay Frequency   One Year  One Year     Management


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AGL RESOURCES INC.

Ticker:       AGL            Security ID:  001204106
Meeting Date: MAY 03, 2011   Meeting Type: Annual
Record Date:  FEB 25, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Sandra N. Bane           For       For          Management
1.2   Elect Director Thomas D. Bell, Jr.      For       For          Management
1.3   Elect Director Arthur E. Johnson        For       For          Management
1.4   Elect Director Dean R. O'Hare           For       For          Management
1.5   Elect Director James A. Rubright        For       For          Management
1.6   Elect Director John W. Somerhalder II   For       For          Management
1.7   Elect Director Bettina M. Whyte         For       For          Management
2     Ratify Auditors                         For       For          Management
3     Amend Omnibus Stock Plan                For       For          Management
4     Amend Nonqualified Employee Stock       For       For          Management
      Purchase Plan
5     Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
6     Advisory Vote on Say on Pay Frequency   One Year  One Year     Management


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AGL RESOURCES INC.

Ticker:       AGL            Security ID:  001204106
Meeting Date: JUN 14, 2011   Meeting Type: Special
Record Date:  APR 18, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Issue Shares in Connection with         For       For          Management
      Acquisition
2     Approve Increase in Size of Board       For       For          Management
3     Adjourn Meeting                         For       For          Management


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AIR PRODUCTS AND CHEMICALS, INC.

Ticker:       APD            Security ID:  009158106
Meeting Date: JAN 27, 2011   Meeting Type: Annual
Record Date:  NOV 30, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Chadwick C. Deaton       For       For          Management
1.2   Elect Director Michael J. Donahue       For       For          Management
1.3   Elect Director Ursula O. Fairbairn      For       For          Management
1.4   Elect Director Lawrence S. Smith        For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
4     Advisory Vote on Say on Pay Frequency   Three     One Year     Management
                                              Years
5     Approve Executive Incentive Bonus Plan  For       For          Management


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APACHE CORPORATION

Ticker:       APA            Security ID:  037411105
Meeting Date: MAY 05, 2011   Meeting Type: Annual
Record Date:  MAR 07, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director G. Steven Farris         For       For          Management
2     Elect Director Randolph M. Ferlic       For       For          Management
3     Elect Director A.D. Frazier, Jr.        For       For          Management
4     Elect Director John A. Kocur            For       For          Management
5     Ratify Auditors                         For       For          Management
6     Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
7     Advisory Vote on Say on Pay Frequency   One Year  One Year     Management
8     Increase Authorized Common Stock        For       For          Management
9     Increase Authorized Preferred Stock     For       For          Management
10    Approve Omnibus Stock Plan              For       For          Management


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AVON PRODUCTS, INC.

Ticker:       AVP            Security ID:  054303102
Meeting Date: MAY 05, 2011   Meeting Type: Annual
Record Date:  MAR 17, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director W. Don Cornwell          For       For          Management
1.2   Elect Director V. Ann Hailey            For       For          Management
1.3   Elect Director Fred Hassan              For       For          Management
1.4   Elect Director Andrea Jung              For       For          Management
1.5   Elect Director Maria Elena Lagomasino   For       For          Management
1.6   Elect Director Ann S. Moore             For       For          Management
1.7   Elect Director Paul S. Pressler         For       For          Management
1.8   Elect Director Gary M. Rodkin           For       For          Management
1.9   Elect Director Paula Stern              For       For          Management
1.10  Elect Director Lawrence A. Weinbach     For       For          Management
2     Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
3     Advisory Vote on Say on Pay Frequency   One Year  One Year     Management
4     Ratify Auditors                         For       For          Management
5     Reduce Supermajority Vote Requirement   For       For          Management


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BANK OF AMERICA CORPORATION

Ticker:       BAC            Security ID:  060505104
Meeting Date: MAY 11, 2011   Meeting Type: Annual
Record Date:  MAR 16, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Mukesh D. Ambani         For       For          Management
2     Elect Director Susan S. Bies            For       For          Management
3     Elect Director Frank P. Bramble, Sr.    For       For          Management
4     Elect Director Virgis W. Colbert        For       For          Management
5     Elect Director Charles K. Gifford       For       For          Management
6     Elect Director Charles O. Holliday, Jr. For       For          Management
7     Elect Director D. Paul Jones, Jr.       For       For          Management
8     Elect Director Monica C. Lozano         For       For          Management
9     Elect Director Thomas J. May            For       For          Management
10    Elect Director Brian T. Moynihan        For       For          Management
11    Elect Director Donald E. Powell         For       For          Management
12    Elect Director Charles O. Rossotti      For       For          Management
13    Elect Director Robert W. Scully         For       For          Management
14    Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
15    Advisory Vote on Say on Pay Frequency   One Year  One Year     Management
16    Ratify Auditors                         For       For          Management
17    Disclose Prior Government Service       Against   Against      Shareholder
18    Provide Right to Act by Written Consent Against   For          Shareholder
19    Require Audit Committee Review and      Against   Against      Shareholder
      Report on Controls Related to Loans,
      Foreclosure and Securitizations
20    Report on Lobbying Expenses             Against   For          Shareholder
21    Report on Collateral in Derivatives     Against   For          Shareholder
      Trading
22    Restore or Provide for Cumulative       Against   Against      Shareholder
      Voting
23    Claw-back of Payments under             Against   For          Shareholder
      Restatements
24    Prohibit Certain Relocation Benefits to Against   Against      Shareholder
      Senior Executives


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BECTON, DICKINSON AND COMPANY

Ticker:       BDX            Security ID:  075887109
Meeting Date: FEB 01, 2011   Meeting Type: Annual
Record Date:  DEC 10, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Basil L. Anderson        For       For          Management
1.2   Elect Director Henry P. Becton, Jr.     For       For          Management
1.3   Elect Director Edward F. Degraan        For       For          Management
1.4   Elect Director C.M. Fraser-Liggett      For       For          Management
1.5   Elect Director Christopher Jones        For       For          Management
1.6   Elect Director Marshall O. Larsen       For       For          Management
1.7   Elect Director Edward J. Ludwig         For       For          Management
1.8   Elect Director Adel A.F. Mahmoud        For       For          Management
1.9   Elect Director Gary A. Mecklenburg      For       For          Management
1.10  Elect Director Cathy E. Minehan         For       For          Management
1.11  Elect Director James F. Orr             For       For          Management
1.12  Elect Director Willard J. Overlock, Jr  For       For          Management
1.13  Elect Director Bertram L. Scott         For       For          Management
1.14  Elect Director Alfred Sommer            For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
4     Advisory Vote on Say on Pay Frequency   None      One Year     Management
5     Amend Articles/Bylaws/Charter -- Call   Against   For          Shareholder
      Special Meetings
6     Provide for Cumulative Voting           Against   Against      Shareholder


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CENTURYLINK, INC.

Ticker:       CTL            Security ID:  156700106
Meeting Date: AUG 24, 2010   Meeting Type: Special
Record Date:  JUL 13, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Issue Shares in Connection with         For       For          Management
      Acquisition
2     Adjourn Meeting                         For       For          Management


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CENTURYLINK, INC.

Ticker:       CTL            Security ID:  156700106
Meeting Date: MAY 18, 2011   Meeting Type: Annual
Record Date:  MAR 21, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Virginia Boulet          For       For          Management
1.2   Elect Director Peter C. Brown           For       For          Management
1.3   Elect Director Richard A. Gephardt      For       For          Management
1.4   Elect Director Gregory J. McCray        For       For          Management
1.5   Elect Director Michael J. Roberts       For       For          Management
2     Ratify Auditors                         For       For          Management
3     Approve Omnibus Stock Plan              For       For          Management
4     Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
5     Advisory Vote on Say on Pay Frequency   One Year  One Year     Management
6     Report on Political Contributions       Against   For          Shareholder
7     Declassify the Board of Directors       Against   For          Shareholder


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CLIFFS NATURAL RESOURCES INC.

Ticker:       CLF            Security ID:  18683K101
Meeting Date: MAY 17, 2011   Meeting Type: Annual
Record Date:  MAR 25, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Joseph A. Carrabba       For       For          Management
1.2   Elect Director Susan M. Cunningham      For       For          Management
1.3   Elect Director Barry J. Eldridge        For       For          Management
1.4   Elect Director Andres R. Gluski         For       For          Management
1.5   Elect Director Susan M. Green           For       For          Management
1.6   Elect Director Janice K. Henry          For       For          Management
1.7   Elect Director James F. Kirsch          For       For          Management
1.8   Elect Director Francis R. McAllister    For       For          Management
1.9   Elect Director Roger Phillips           For       For          Management
1.10  Elect Director Richard K. Riederer      For       For          Management
1.11  Elect Director Richard A. Ross          For       For          Management
1.12  Elect Director Alan Schwartz            For       For          Management
2     Increase Authorized Common Stock        For       For          Management
3     Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
4     Advisory Vote on Say on Pay Frequency   One Year  One Year     Management
5     Require a Majority Vote for the         Against   Against      Shareholder
      Election of Directors
6     Ratify Auditors                         For       For          Management


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DANAHER CORPORATION

Ticker:       DHR            Security ID:  235851102
Meeting Date: MAY 10, 2011   Meeting Type: Annual
Record Date:  MAR 11, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director H. Lawrence Culp, Jr.    For       For          Management
1.2   Elect Director Mitchell P. Rales        For       For          Management
1.3   Elect Director Elias A. Zerhouni        For       For          Management
2     Ratify Auditors                         For       For          Management
3     Declassify the Board of Directors       For       For          Management
4     Provide Right to Call Special Meeting   For       For          Management
5     Amend Omnibus Stock Plan                For       For          Management
6     Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
7     Advisory Vote on Say on Pay Frequency   One Year  One Year     Management


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ENTERGY CORPORATION

Ticker:       ETR            Security ID:  29364G103
Meeting Date: MAY 06, 2011   Meeting Type: Annual
Record Date:  MAR 08, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Maureen Scannell Bateman For       For          Management
2     Elect Director Gary W. Edwards          For       For          Management
3     Elect Director Alexis M. Herman         For       For          Management
4     Elect Director Donald C. Hintz          For       For          Management
5     Elect Director J. Wayne Leonard         For       For          Management
6     Elect Director Stuart L. Levenick       For       For          Management
7     Elect Director Blanche L. Lincoln       For       For          Management
8     Elect Director Stewart C. Myers         For       For          Management
9     Elect Director William A. Percy, II     For       For          Management
10    Elect Director W.J. Tauzin              For       For          Management
11    Elect Director Steven V. Wilkinson      For       For          Management
12    Ratify Auditors                         For       For          Management
13    Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
14    Advisory Vote on Say on Pay Frequency   One Year  One Year     Management
15    Approve Omnibus Stock Plan              For       For          Management


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EXXON MOBIL CORPORATION

Ticker:       XOM            Security ID:  30231G102
Meeting Date: MAY 25, 2011   Meeting Type: Annual
Record Date:  APR 06, 2011

#     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       For          Management
1.5   Elect Director K.C. Frazier             For       For          Management
1.6   Elect Director W.W. George              For       For          Management
1.7   Elect Director M.C. Nelson              For       For          Management
1.8   Elect Director S.J. Palmisano           For       For          Management
1.9   Elect Director S.S. Reinemund           For       For          Management
1.10  Elect Director R.W. Tillerson           For       For          Management
1.11  Elect Director E.E. Whitacre, Jr.       For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named Executive For       Against      Management
      Officers' Compensation
4     Advisory Vote on Say on Pay Frequency   Three     One Year     Management
                                              Years
5     Require Independent Board Chairman      Against   Against      Shareholder
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     Adopt Policy on Human Right to Water    Against   Against      Shareholder
9     Report on Environmental Impact of Oil   Against   For          Shareholder
      Sands Operations in Canada
10    Report on Environmental Impacts of      Against   For          Shareholder
      Natural Gas Fracturing
11    Report on Energy Technologies           Against   Against      Shareholder
      Development
12    Adopt Quantitative GHG Goals for        Against   Against      Shareholder
      Products and Operations


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GENERAL MILLS, INC.

Ticker:       GIS            Security ID:  370334104
Meeting Date: SEP 27, 2010   Meeting Type: Annual
Record Date:  JUL 29, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Bradbury H. Anderson     For       For          Management
2     Elect Director R. Kerry Clark           For       For          Management
3     Elect Director Paul Danos               For       For          Management
4     Elect Director William T. Esrey         For       For          Management
5     Elect Director Raymond V. Gilmartin     For       For          Management
6     Elect Director Judith Richards Hope     For       For          Management
7     Elect Director Heidi G. Miller          For       For          Management
8     Elect Director Hilda Ochoa-Brillembourg For       For          Management
9     Elect Director Steve Odland             For       For          Management
10    Elect Director Kendall J. Powell        For       For          Management
11    Elect Director Lois E. Quam             For       For          Management
12    Elect Director Michael D. Rose          For       For          Management
13    Elect Director Robert L. Ryan           For       For          Management
14    Elect Director Dorothy A. Terrell       For       For          Management
15    Approve Executive Incentive Bonus Plan  For       For          Management
16    Ratify Auditors                         For       For          Management
17    Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation


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HASBRO, INC.

Ticker:       HAS            Security ID:  418056107
Meeting Date: MAY 19, 2011   Meeting Type: Annual
Record Date:  MAR 25, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Basil L. Anderson        For       For          Management
1.2   Elect Director Alan R. Batkin           For       For          Management
1.3   Elect Director Frank J. Biondi, Jr.     For       For          Management
1.4   Elect Director Kenneth A. Bronfin       For       For          Management
1.5   Elect Director John M. Connors, Jr.     For       For          Management
1.6   Elect Director Michael W.O. Garrett     For       For          Management
1.7   Elect Director Lisa Gersh               For       For          Management
1.8   Elect Director Brian D. Goldner         For       For          Management
1.9   Elect Director Jack M. Greenberg        For       For          Management
1.10  Elect Director Alan G. Hassenfeld       For       For          Management
1.11  Elect Director Tracy A. Leinbach        For       For          Management
1.12  Elect Director Edward M. Philip         For       For          Management
1.13  Elect Director Alfred J. Verrecchia     For       For          Management
2     Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
3     Advisory Vote on Say on Pay Frequency   One Year  One Year     Management
4     Ratify Auditors                         For       For          Management


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HEWLETT-PACKARD COMPANY

Ticker:       HPQ            Security ID:  428236103
Meeting Date: MAR 23, 2011   Meeting Type: Annual
Record Date:  JAN 24, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director M. L. Andreessen         For       For          Management
2     Elect Director L. Apotheker             For       Against      Management
3     Elect Director L.T. Babbio, Jr.         For       Against      Management
4     Elect Director S.M. Baldauf             For       Against      Management
5     Elect Director S. Banerji               For       For          Management
6     Elect Director R.L. Gupta               For       Against      Management
7     Elect Director J.H. Hammergren          For       Against      Management
8     Elect Director R.J. Lane                For       For          Management
9     Elect Director  G.M. Reiner             For       For          Management
10    Elect Director P.F. Russo               For       For          Management
11    Elect Director D. Senequier             For       For          Management
12    Elect Director G.K. Thompson            For       Against      Management
13    Elect Director M.C. Whitman             For       For          Management
14    Ratify Auditors                         For       For          Management
15    Advisory Vote to Ratify Named Executive For       Against      Management
      Officers' Compensation
16    Advisory Vote on Say on Pay Frequency   One Year  One Year     Management
17    Approve Qualified Employee Stock        For       For          Management
      Purchase Plan
18    Amend Executive Incentive Bonus Plan    For       For          Management


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INTERNATIONAL BUSINESS MACHINES CORPORATION

Ticker:       IBM            Security ID:  459200101
Meeting Date: APR 26, 2011   Meeting Type: Annual
Record Date:  FEB 25, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director A. J. P. Belda           For       For          Management
2     Elect Director W. R. Brody              For       For          Management
3     Elect Director K. I. Chenault           For       For          Management
4     Elect Director M. L. Eskew              For       For          Management
5     Elect Director S. A. Jackson            For       For          Management
6     Elect Director A. N. Liveris            For       For          Management
7     Elect Director W. J. McNerney, Jr.      For       For          Management
8     Elect Director J. W. Owens              For       For          Management
9     Elect Director S. J. Palmisano          For       For          Management
10    Elect Director J. E. Spero              For       For          Management
11    Elect Director S. Taurel                For       For          Management
12    Elect Director L. H. Zambrano           For       For          Management
13    Ratify Auditors                         For       For          Management
14    Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
15    Advisory Vote on Say on Pay Frequency   Three     One Year     Management
                                              Years
16    Provide for Cumulative Voting           Against   Against      Shareholder
17    Report on Political Contributions       Against   For          Shareholder
18    Report on Lobbying Expenses             Against   For          Shareholder


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JOHNSON CONTROLS, INC.

Ticker:       JCI            Security ID:  478366107
Meeting Date: JAN 26, 2011   Meeting Type: Annual
Record Date:  NOV 18, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Natalie A. Black         For       For          Management
1.2   Elect Director Robert A. Cornog         For       For          Management
1.3   Elect Director William H. Lacy          For       For          Management
1.4   Elect Director Stephen A. Roell         For       For          Management
2     Ratify Auditors                         For       For          Management
3     Adopt Majority Voting for Uncontested   For       For          Management
      Election of Directors
4     Amend Executive Incentive Bonus Plan    For       For          Management
5     Amend Executive Incentive Bonus Plan    For       For          Management
6     Advisory Vote to Ratify Named Executive For       Against      Management
      Officers' Compensation
7     Advisory Vote on Say on Pay Frequency   Three     One Year     Management
                                              Years


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JPMORGAN CHASE & CO.

Ticker:       JPM            Security ID:  46625H100
Meeting Date: MAY 17, 2011   Meeting Type: Annual
Record Date:  MAR 18, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Crandall C. Bowles       For       For          Management
2     Elect Director Stephen B. Burke         For       For          Management
3     Elect Director David M. Cote            For       For          Management
4     Elect Director James S. Crown           For       For          Management
5     Elect Director James Dimon              For       For          Management
6     Elect Director Ellen V. Futter          For       Against      Management
7     Elect Director William H. Gray, III     For       For          Management
8     Elect Director Laban P. Jackson, Jr.    For       For          Management
9     Elect Director David C. Novak           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 Executive For       For          Management
      Officers' Compensation
14    Advisory Vote on Say on Pay Frequency   One Year  One Year     Management
15    Amend Omnibus Stock Plan                For       Against      Management
16    Affirm Political Non-Partisanship       Against   Against      Shareholder
17    Provide Right to Act by Written Consent Against   For          Shareholder
18    Report on Loan Modifications            Against   Against      Shareholder
19    Report on Political Contributions       Against   For          Shareholder
20    Institute Procedures to Prevent         Against   Against      Shareholder
      Investments in Companies that
      Contribute to Genocide or Crimes
      Against Humanity
21    Require Independent Board Chairman      Against   Against      Shareholder


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KOHL'S CORPORATION

Ticker:       KSS            Security ID:  500255104
Meeting Date: MAY 12, 2011   Meeting Type: Annual
Record Date:  MAR 09, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Peter Boneparth          For       For          Management
2     Elect Director Steven A. Burd           For       For          Management
3     Elect Director John F. Herma            For       For          Management
4     Elect Director Dale E. Jones            For       For          Management
5     Elect Director William S. Kellogg       For       For          Management
6     Elect Director Kevin Mansell            For       For          Management
7     Elect Director Frank V. Sica            For       For          Management
8     Elect Director Peter M. Sommerhauser    For       For          Management
9     Elect Director Stephanie A. Streeter    For       For          Management
10    Elect Director Nina G. Vaca             For       For          Management
11    Elect Director Stephen E. Watson        For       For          Management
12    Ratify Auditors                         For       For          Management
13    Reduce Supermajority Vote Requirement   For       For          Management
      Relating to Director Elections
14    Reduce Supermajority Vote Requirement   For       For          Management
15    Amend Executive Incentive Bonus Plan    For       For          Management
16    Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
17    Advisory Vote on Say on Pay Frequency   One Year  One Year     Management
18    Provide Right to Act by Written Consent Against   For          Shareholder
19    Adopt Policy on Succession Planning     Against   Against      Shareholder


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

NOBLE ENERGY, INC.

Ticker:       NBL            Security ID:  655044105
Meeting Date: APR 26, 2011   Meeting Type: Annual
Record Date:  MAR 08, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Jeffrey L. Berenson      For       For          Management
2     Elect Director Michael A. Cawley        For       For          Management
3     Elect Director Edward F. Cox            For       For          Management
4     Elect Director Charles D. Davidson      For       For          Management
5     Elect Director Thomas J. Edelman        For       For          Management
6     Elect Director Eric P. Grubman          For       For          Management
7     Elect Director Kirby L. Hedrick         For       For          Management
8     Elect Director Scott D. Urban           For       For          Management
9     Elect Director William T. Van Kleef     For       For          Management
10    Ratify Auditors                         For       For          Management
11    Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
12    Advisory Vote on Say on Pay Frequency   One Year  One Year     Management
13    Amend Omnibus Stock Plan                For       For          Management


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

NORTEK, INC.

Ticker:       NTKS           Security ID:  656559309
Meeting Date: NOV 09, 2010   Meeting Type: Annual
Record Date:  SEP 23, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director John T. Coleman          For       For          Management
1.2   Elect Director Thomas A. Keenan         For       For          Management
1.3   Elect Director J. David Smith           For       For          Management
2     Ratify Auditors                         For       For          Management
3     Approve Omnibus Stock Plan              For       For          Management


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

PPG INDUSTRIES, INC.

Ticker:       PPG            Security ID:  693506107
Meeting Date: APR 21, 2011   Meeting Type: Annual
Record Date:  FEB 18, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Stephen F. Angel         For       For          Management
1.2   Elect Director Hugh Grant               For       For          Management
1.3   Elect Director Michele J. Hooper        For       For          Management
1.4   Elect Director Robert Mehrabian         For       For          Management
2     Amend Omnibus Stock Plan                For       For          Management
3     Amend Omnibus Stock Plan                For       For          Management
4     Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
5     Advisory Vote on Say on Pay Frequency   One Year  One Year     Management
6     Ratify Auditors                         For       For          Management
7     Report on Community Environmental       Against   Against      Shareholder
      Impact Disclosure Process


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

PRUDENTIAL FINANCIAL, INC.

Ticker:       PRU            Security ID:  744320102
Meeting Date: MAY 10, 2011   Meeting Type: Annual
Record Date:  MAR 11, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Thomas J. Baltimore, Jr. For       For          Management
2     Elect Director Gordon M. Bethune        For       For          Management
3     Elect Director Gaston Caperton          For       For          Management
4     Elect Director Gilbert F. Casellas      For       For          Management
5     Elect Director James G. Cullen          For       For          Management
6     Elect Director William H. Gray, III     For       For          Management
7     Elect Director Mark B. Grier            For       For          Management
8     Elect Director Constance J. Horner      For       For          Management
9     Elect Director Martina Hund-Mejean      For       For          Management
10    Elect Director Karl J. Krapek           For       For          Management
11    Elect Director Christine A. Poon        For       For          Management
12    Elect Director John R. Strangfield      For       For          Management
13    Elect Director James A. Unruh           For       For          Management
14    Ratify Auditors                         For       For          Management
15    Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
16    Advisory Vote on Say on Pay Frequency   One Year  One Year     Management
17    Reduce Supermajority Vote Requirement   For       For          Shareholder
18    Report on Lobbying Contributions and    Against   Against      Shareholder
      Expenses


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

QUAD/GRAPHICS, INC.

Ticker:       QUAD           Security ID:  747301109
Meeting Date: MAY 16, 2011   Meeting Type: Annual
Record Date:  MAR 18, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director William J. Abraham, Jr.  For       Withhold     Management
1.2   Elect Director Mark A. Angelson         For       Withhold     Management
1.3   Elect Director Douglas P. Buth          For       For          Management
1.4   Elect Director Christopher B. Harned    For       Withhold     Management
1.5   Elect Director Betty Ewens Quadracci    For       Withhold     Management
1.6   Elect Director J. Joel Quadracci        For       Withhold     Management
1.7   Elect Director Thomas O. Ryder          For       For          Management
1.8   Elect Director John S. Shiely           For       For          Management
2     Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
3     Advisory Vote on Say on Pay Frequency   Three     One Year     Management
                                              Years
4     Approve Omnibus Stock Plan              For       For          Management


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

REYNOLDS AMERICAN INC.

Ticker:       RAI            Security ID:  761713106
Meeting Date: MAY 06, 2011   Meeting Type: Annual
Record Date:  MAR 14, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Luc Jobin                For       For          Management
1.2   Elect Director Nana Mensah              For       For          Management
1.3   Elect Director John J. Zillmer          For       For          Management
1.4   Elect Director John P. Daly             For       For          Management
1.5   Elect Director Daniel M. Delen          For       For          Management
2     Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
3     Advisory Vote on Say on Pay Frequency   One Year  One Year     Management
4     Increase Authorized Common Stock        For       For          Management
5     Ratify Auditors                         For       For          Management
6     Declassify the Board of Directors       Against   For          Shareholder
7     Cease Production of Flavored Tobacco    Against   Against      Shareholder
      Products
8     Adopt Human Rights Protocols for        Against   Against      Shareholder
      Company and Suppliers


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

SCHLUMBERGER LIMITED

Ticker:       SLB            Security ID:  806857108
Meeting Date: APR 06, 2011   Meeting Type: Annual
Record Date:  FEB 16, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Philippe Camus           For       Did Not Vote Management
1.2   Elect Director Peter L.S. Currie        For       Did Not Vote Management
1.3   Elect Director Andrew Gould             For       Did Not Vote Management
1.4   Elect Director Tony Isaac               For       Did Not Vote Management
1.5   Elect Director K. Vaman Kamath          For       Did Not Vote Management
1.6   Elect Director Nikolay Kudryavtsev      For       Did Not Vote Management
1.7   Elect Director Adrian Lajous            For       Did Not Vote Management
1.8   Elect Director Michael E. Marks         For       Did Not Vote Management
1.9   Elect Director Elizabeth Moler          For       Did Not Vote Management
1.10  Elect Director Leo Rafael Reif          For       Did Not Vote Management
1.11  Elect Director Tore I. Sandvold         For       Did Not Vote Management
1.12  Elect Director Henri Seydoux            For       Did Not Vote Management
1.13  Elect Director Paal Kibsgaard           For       Did Not Vote Management
1.14  Elect Director Lubna S. Olayan          For       Did Not Vote Management
2     Advisory Vote to Ratify Named Executive For       Did Not Vote Management
      Officers' Compensation
3     Advisory Vote on Say on Pay Frequency   Two Years Did Not Vote Management
4     Increase Authorized Common Stock        For       Did Not Vote Management
5     Adopt Plurality Voting for Contested    For       Did Not Vote Management
      Election of Directors
6     Adopt and Approve Financials and        For       Did Not Vote Management
      Dividends
7     Ratify PricewaterhouseCoopers LLP as    For       Did Not Vote Management
      Auditors


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

TARGET CORPORATION

Ticker:       TGT            Security ID:  87612E106
Meeting Date: JUN 08, 2011   Meeting Type: Annual
Record Date:  APR 11, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Roxanne S. Austin        For       For          Management
2     Elect Director Calvin Darden            For       For          Management
3     Elect Director Mary N. Dillon           For       For          Management
4     Elect Director James A. Johnson         For       For          Management
5     Elect Director Mary E. Minnick          For       For          Management
6     Elect Director Anne M. Mulcahy          For       For          Management
7     Elect Director Derica W. Rice           For       For          Management
8     Elect Director Stephen W. Sanger        For       For          Management
9     Elect Director Gregg W. Steinhafel      For       For          Management
10    Elect Director John G. Stumpf           For       For          Management
11    Elect Director Solomon D. Trujillo      For       For          Management
12    Ratify Auditors                         For       For          Management
13    Approve Omnibus Stock Plan              For       Against      Management
14    Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
15    Advisory Vote on Say on Pay Frequency   One Year  One Year     Management
16    Adopt Compensation Benchmarking Policy  Against   Against      Shareholder
17    Report on Electronics Recycling and     Against   Against      Shareholder
      Preventing E-Waste Export


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

TCF FINANCIAL CORPORATION

Ticker:       TCB            Security ID:  872275102
Meeting Date: APR 27, 2011   Meeting Type: Annual
Record Date:  FEB 28, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Raymond L. Barton        For       For          Management
1.2   Elect Director Peter Bell               For       Withhold     Management
1.3   Elect Director William F. Bieber        For       Withhold     Management
1.4   Elect Director Theodore J. Bigos        For       Withhold     Management
1.5   Elect Director William A. Cooper        For       Withhold     Management
1.6   Elect Director Thomas A. Cusick         For       Withhold     Management
1.7   Elect Director Luella G. Goldberg       For       Withhold     Management
1.8   Elect Director Karen L. Grandstrand     For       For          Management
1.9   Elect Director George G. Johnson        For       Withhold     Management
1.10  Elect Director Vance K. Opperman        For       Withhold     Management
1.11  Elect Director Gregory J. Pulles        For       Withhold     Management
1.12  Elect Director Gerald A. Schwalbach     For       Withhold     Management
1.13  Elect Director Ralph Strangis           For       Withhold     Management
1.14  Elect Director Barry N. Winslow         For       Withhold     Management
1.15  Elect Director Richard A. Zona          For       For          Management
2     Amend Nonqualified Employee Stock       For       For          Management
      Purchase Plan
3     Amend Executive Incentive Bonus Plan    For       For          Management
4     Amend Omnibus Stock Plan                For       For          Management
5     Reduce Supermajority Vote Requirement   For       For          Management
6     Advisory Vote to Ratify Named Executive For       Against      Management
      Officers' Compensation
7     Advisory Vote on Say on Pay Frequency   One Year  One Year     Management
8     Ratify Auditors                         For       For          Management


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

THE BANK OF NEW YORK MELLON CORPORATION

Ticker:       BK             Security ID:  064058100
Meeting Date: APR 12, 2011   Meeting Type: Annual
Record Date:  FEB 11, 2011

#     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 Robert P. Kelly          For       For          Management
6     Elect Director Richard J. Kogan         For       For          Management
7     Elect Director Michael J. Kowalski      For       For          Management
8     Elect Director John A. Luke, Jr.        For       For          Management
9     Elect Director Mark A. Nordenberg       For       For          Management
10    Elect Director Catherine A. Rein        For       For          Management
11    Elect Director William C. Richardson    For       For          Management
12    Elect Director Samuel C. Scott III      For       For          Management
13    Elect Director John P. Surma            For       For          Management
14    Elect Director Wesley W. von Schack     For       For          Management
15    Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
16    Advisory Vote on Say on Pay Frequency   One Year  One Year     Management
17    Amend Omnibus Stock Plan                For       Against      Management
18    Amend Executive Incentive Bonus Plan    For       For          Management
19    Ratify Auditors                         For       For          Management
20    Provide for Cumulative Voting           Against   Against      Shareholder


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

THE CHARLES SCHWAB CORPORATION

Ticker:       SCHW           Security ID:  808513105
Meeting Date: MAY 17, 2011   Meeting Type: Annual
Record Date:  MAR 18, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Frank C. Herringer       For       For          Management
2     Elect Director Stephen T. McLin         For       For          Management
3     Elect Director Charles R. Schwab        For       For          Management
4     Elect Director Roger O. Walther         For       For          Management
5     Elect Director Robert N. Wilson         For       For          Management
6     Ratify Auditors                         For       For          Management
7     Amend Omnibus Stock Plan                For       For          Management
8     Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
9     Advisory Vote on Say on Pay Frequency   One Year  One Year     Management
10    Report on Political Contributions       Against   For          Shareholder
11    Declassify the Board of Directors       None      For          Shareholder


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

THE GOLDMAN SACHS GROUP, INC.

Ticker:       GS             Security ID:  38141G104
Meeting Date: MAY 06, 2011   Meeting Type: Annual
Record Date:  MAR 07, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Lloyd C. Blankfein       For       For          Management
2     Elect Director John H. Bryan            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       For          Management
8     Elect Director Lois D. Juliber          For       For          Management
9     Elect Director Lakshmi N. Mittal        For       For          Management
10    Elect Director James J. Schiro          For       For          Management
11    Advisory Vote to Ratify Named Executive For       Against      Management
      Officers' Compensation
12    Advisory Vote on Say on Pay Frequency   One Year  One Year     Management
13    Ratify Auditors                         For       For          Management
14    Provide for Cumulative Voting           Against   Against      Shareholder
15    Amend Bylaws-- Call Special Meetings    Against   For          Shareholder
16    Stock Retention/Holding Period          Against   Against      Shareholder
17    Review Executive Compensation           Against   Against      Shareholder
18    Report on Climate Change Business Risks Against   Against      Shareholder
19    Report on Political Contributions       Against   Against      Shareholder


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

THE PROCTER & GAMBLE COMPANY

Ticker:       PG             Security ID:  742718109
Meeting Date: OCT 12, 2010   Meeting Type: Annual
Record Date:  AUG 13, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Angela F. Braly          For       For          Management
2     Elect Director Kenneth I. Chenault      For       For          Management
3     Elect Director Scott D. Cook            For       For          Management
4     Elect Director Rajat K. Gupta           For       For          Management
5     Elect Director Robert A. Mcdonald       For       For          Management
6     Elect Director W. James Mcnerney, Jr.   For       For          Management
7     Elect Director Johnathan A. Rodgers     For       For          Management
8     Elect Director Mary A. Wilderotter      For       For          Management
9     Elect Director Patricia A. Woertz       For       For          Management
10    Elect Director Ernesto Zedillo          For       For          Management
11    Ratify Auditors                         For       For          Management
12    Provide for Cumulative Voting           Against   Against      Shareholder


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

THE TRAVELERS COMPANIES, INC.

Ticker:       TRV            Security ID:  89417E109
Meeting Date: MAY 26, 2011   Meeting Type: Annual
Record Date:  MAR 28, 2011

#     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 Cleve L. Killingsworth,  For       For          Management
      Jr.
10    Elect Director Donald J. Shepard        For       For          Management
11    Elect Director Laurie J. Thomsen        For       For          Management
12    Ratify Auditors                         For       For          Management
13    Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
14    Advisory Vote on Say on Pay Frequency   Three     One Year     Management
                                              Years


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

THERMO FISHER SCIENTIFIC INC.

Ticker:       TMO            Security ID:  883556102
Meeting Date: MAY 25, 2011   Meeting Type: Annual
Record Date:  MAR 28, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Thomas J. Lynch          For       For          Management
2     Elect Director William G. Parrett       For       For          Management
3     Elect Director Michael E. Porter        For       For          Management
4     Elect Director Scott M. Sperling        For       For          Management
5     Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
6     Advisory Vote on Say on Pay Frequency   Two Years One Year     Management
7     Ratify Auditors                         For       For          Management
8     Declassify the Board of Directors       Against   For          Shareholder


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

UNITED PARCEL SERVICE, INC.

Ticker:       UPS            Security ID:  911312106
Meeting Date: MAY 05, 2011   Meeting Type: Annual
Record Date:  MAR 07, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director F. Duane Ackerman        For       For          Management
2     Elect Director Michael J. Burns         For       For          Management
3     Elect Director D. Scott Davis           For       For          Management
4     Elect Director Stuart E. Eizenstat      For       For          Management
5     Elect Director Michael L. Eskew         For       For          Management
6     Elect Director William R. Johnson       For       For          Management
7     Elect Director Ann M. Livermore         For       For          Management
8     Elect Director Rudy H.P. Markham        For       For          Management
9     Elect Director Clark T. Randt, Jr.      For       For          Management
10    Elect Director John W. Thompson         For       For          Management
11    Elect Director Carol B. Tome            For       For          Management
12    Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
13    Advisory Vote on Say on Pay Frequency   Three     One Year     Management
                                              Years
14    Ratify Auditors                         For       For          Management
15    Other Business                          For       Against      Management


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

VODAFONE GROUP PLC

Ticker:       VOD            Security ID:  92857W209
Meeting Date: JUL 27, 2010   Meeting Type: Annual
Record Date:  JUN 04, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Accept Financial Statements and         For       For          Management
      Statutory Reports
2     Re-elect Sir John Bond 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     Re-elect Alan Jebson as Director        For       For          Management
9     Re-elect Samuel Jonah as Director       For       For          Management
10    Re-elect Nick Land as Director          For       For          Management
11    Re-elect Anne Lauvergeon as Director    For       For          Management
12    Re-elect Luc Vandevelde as Director     For       For          Management
13    Re-elect Anthony Watson as Director     For       For          Management
14    Re-elect Philip Yea as Director         For       For          Management
15    Approve Final Dividend                  For       For          Management
16    Approve Remuneration Report             For       For          Management
17    Reappoint Deloitte LLP as Auditors      For       For          Management
18    Authorise Audit Committee to Fix        For       For          Management
      Remuneration of Auditors
19    Authorise Issue of Equity with          For       For          Management
      Pre-emptive Rights
20    Authorise Issue of Equity without       For       For          Management
      Pre-emptive Rights
21    Authorise Market Purchase               For       For          Management
22    Adopt New Articles of Association       For       For          Management
23    Authorise the Company to Call EGM with  For       For          Management
      Two Weeks' Notice
24    Approve Share Incentive Plan            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: MFS SPECIAL VALUE TRUST

By (Signature and Title): MARIA F. DIORIODWYER*
                          -------------------------------------------------
                          Maria F. DiOrioDwyer, Principal Executive Officer

Date: August 12, 2011

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

---------
*    Executed by Susan S. Newton on behalf of Maria F. DiOrioDwyer pursuant to
     a Power of Attorney dated October 26, 2010. (1)

(1)  Incorporated by reference to MFS Series Trust XIII (File Nos. 2-74959 and
     811-3327) Post-Effective Amendment No. 45 filed with the SEC via EDGAR on
     March 10, 2011.