Edgar Filing: MFS SPECIAL VALUE TRUST

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Asset Derivatives

Foreign Exchange

Forward Foreign Currency Exchange

MFS SPECIAL VALUE TRUST N-CSR

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF

REGISTERED MANAGEMENT INVESTMENT COMPANIES

Investment Company Act file number 811-05912

MFS SPECIAL VALUE TRUST

(Exact name of registrant as specified in charter)

111 Huntington Avenue, Boston, Massachusetts 02199

(Address of principal executive offices) (Zip code)

Christopher R. Bohane

Massachusetts Financial Services Company

111 Huntington Avenue

Boston, Massachusetts 02199

(Name and address of agents for service)

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

Date of fiscal year end: October 31

Date of reporting period: October 31, 2018

ITEM 1.

REPORTS TO STOCKHOLDERS.

Annual Report

October 31, 2018

LOGO

MFS® Special Value Trust

LOGO

MFV-ANN

MANAGED DISTRIBUTION POLICY DISCLOSURE

The MFS Special Value Trust’s (the fund) Board of Trustees adopted a managed distribution policy. The fund seeks to pay monthly distributions based on an annual rate of 10.00% of the fund’s average monthly net asset value. The primary purpose of the managed distribution policy is to provide shareholders with a constant, but not guaranteed, fixed minimum rate of distribution each month. You should not draw any conclusions about the fund’s investment performance from the amount of the current distribution or from the terms of the fund’s managed distribution policy. The Board may amend or terminate the managed distribution policy at any time without prior notice to fund shareholders. The amendment or termination of the managed distribution policy could have an adverse effect on the market price of the fund’s shares.

With each distribution, the fund will issue a notice to shareholders and an accompanying press release which will provide detailed information regarding the amount and composition of the distribution and other related information. The amounts and sources of distributions reported in the notice to shareholders are only estimates and are not being provided for tax reporting purposes. The actual amounts and sources of the amounts for tax reporting purposes will depend upon the fund’s investment experience during its fiscal year and may be subject to changes based on tax regulations. The fund will send you a Form 1099-DIV for the calendar year that will tell you how to report these distributions for federal income tax purposes. Please refer to “Tax Matters and Distributions” under Note 2 of the Notes to Financial Statements for information regarding the tax character of the fund’s distributions.

Under a managed distribution policy the fund may at times distribute more than its net investment income and net realized capital gains; therefore, a portion of your distribution may result in a return of capital. A return of capital may occur, for example, when some or all of the money that you invested in the fund is paid back to you. Any such returns of capital will decrease the fund’s total assets and, therefore, could have the effect of increasing the fund’s expense ratio. In addition, in order to make the level of distributions called for under its managed distribution policy, the fund may have to sell portfolio securities at a less than opportune time. A return of capital does not necessarily reflect the fund’s investment performance and should not be confused with ‘yield’ or ‘income’. The fund’s total return in relation to changes in net asset value is presented in the Financial Highlights.

MFS® Special Value Trust

New York Stock Exchange Symbol: MFV


Letter from the Executive Chairman			1
Portfolio composition			2
Management review			4
Performance summary			7
Portfolio managers’ profiles			9
Dividend reinvestment and cash purchase plan			10
Portfolio of investments			11
Statement of assets and liabilities			24
Statement of operations			25
Statements of changes in net assets			26
Financial highlights			27
Notes to financial statements			29
Report of independent registered public accounting firm			41
Results of shareholder meeting			43
Trustees and officers			44
Board review of investment advisory agreement			49
Proxy voting policies and information			53
Quarterly portfolio disclosure			53
Further information			53
Information about fund contracts and legal claims			53
Federal tax information			53
MFS^® privacy notice			54
Contact information back cover

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

LOGO

LETTER FROM THE EXECUTIVE CHAIRMAN

Dear Shareholders:

Rising bond yields, international trade friction, and geopolitical uncertainty have contributed to an uptick in market volatility in recent quarters — a departure from the

low-volatility environment that prevailed for much of 2017. Against this more challenging backdrop, equity markets in the United States have outperformed most international markets on a relative basis, though returns have been modest year to date on an absolute basis. Global economic growth has become less synchronized over the past few months, with Europe, China, and some emerging markets having shown signs of slowing growth while U.S. growth has remained above average.

Although the U.S. Federal Reserve continues to gradually raise interest rates and shrink its balance sheet, monetary policy remains fairly accommodative around the world, with many central banks taking only tentative steps toward tighter policies.

U.S. tax reforms adopted in late 2017 have been welcomed by equity markets while emerging market economies have recently had to contend with tighter financial conditions as a result of firmer U.S. Treasury yields and a stronger dollar. The split result of the U.S. midterm congressional elections suggests meaningful further U.S. fiscal stimulus is less likely than if the Republicans had maintained control of both houses of Congress. Globally, inflation remains largely subdued, but tight labor markets and moderate global demand have investors on the lookout for its potential reappearance. Increased U.S. protectionism is also a growing concern, as investors fear trade disputes could dampen business sentiment, leading to even slower global growth. While there has been progress on this front — NAFTA has been replaced with a new agreement between the U.S., Mexico, and Canada; the free trade pact with Korea has been updated; and a negotiating framework with the European Union has been agreed upon — tensions over trade with China remain quite high.

As a global investment manager with nearly a century of expertise, MFS® firmly believes active risk management offers downside mitigation and may help improve investment outcomes. We built our active investment platform with this belief in mind. Our long-term perspective influences nearly every aspect of our business, ensuring our investment decisions align with the investing time horizons of our clients.

Respectfully,

LOGO

Robert J. Manning

Executive Chairman

MFS Investment Management

December 14, 2018

The opinions expressed in this letter are subject to change and may not be relied upon for investment advice. No forecasts can be guaranteed.

PORTFOLIO COMPOSITION

Portfolio structure (i)

LOGO


Top ten holdings (i)
Citigroup, Inc.			2.4%
Comcast Corp., “A”			2.1%
JPMorgan Chase & Co.			2.1%
NASDAQ, Inc.			1.9%
Aon PLC			1.8%
Sherwin-Williams Co.			1.8%
U.S. Bancorp			1.8%
Johnson & Johnson			1.7%
Southern Co.			1.7%
Duke Energy Corp.			1.7%

Equity sectors
Financial Services			12.6%
Health Care			6.2%
Special Products & Services			4.0%
Leisure			3.5%
Utilities & Communications			3.4%
Consumer Staples			2.7%
Autos & Housing			1.8%
Basic Materials			1.5%
Technology			1.5%
Energy			0.9%
Industrial Goods & Services			0.8%


Fixed income sectors (i)
High Yield Corporates			53.4%
Emerging Markets Bonds			2.3%
Investment Grade Corporates			0.6%
Floating Rate Loans			0.3%

Composition including fixed income credit quality (a)(i)
BBB			0.8%
BB			25.6%
B			24.2%
CCC			5.6%
CC			0.1%
D			0.1%
Not Rated			0.2%
Non-Fixed Income			38.9%
Cash & Cash Equivalents			4.5%
Other (o)			0.0%

Portfolio Composition – continued

(a)

For all securities other than those specifically described below, ratings are assigned to underlying securities utilizing ratings from Moody’s, Fitch, and Standard & Poor’s rating agencies and applying the following hierarchy: If all three agencies provide a rating, the middle rating (after dropping the highest and lowest ratings) is assigned; if two of the three agencies rate a security, the lower of the two is assigned. Ratings are shown in the S&P and Fitch scale (e.g., AAA). Securities rated BBB or higher are considered investment grade. All ratings are subject to change. Not Rated includes fixed income securities and fixed income derivatives, which have not been rated by any rating agency. Non-Fixed Income includes equity securities (including convertible bonds and equity derivatives) and commodities. The fund may or may not have held all of these instruments on this date. The fund is not rated by these agencies.

(i)

For purposes of this presentation, the components include the value of securities, and reflect the impact of the equivalent exposure of derivative positions, if any. These amounts may be negative from time to time. Equivalent exposure is a calculated amount that translates the derivative position into a reasonable approximation of the amount of the underlying asset that the portfolio would have to hold at a given point in time to have the same price sensitivity that results from the portfolio’s ownership of the derivative contract. When dealing with derivatives, equivalent exposure is a more representative measure of the potential impact of a position on portfolio performance than value. The bond component will include any accrued interest amounts.

(o)	Less than 0.1%.

Where the fund holds convertible bonds, they are treated as part of the equity portion of the portfolio.

Cash & Cash Equivalents includes any cash, investments in money market funds, short-term securities, and other assets less liabilities. Please see the Statement of Assets and Liabilities for additional information related to the fund’s cash position and other assets and liabilities.

Other includes equivalent exposure from currency derivatives and/or any offsets to derivative positions.

Percentages are based on net assets as of October 31, 2018.

The portfolio is actively managed and current holdings may be different.

MANAGEMENT REVIEW

Summary of Results

MFS Special Value Trust (“fund”) is a closed-end fund. The fund’s investment objective is to seek high current income, but may also consider capital appreciation. MFS normally invests the majority of the fund’s assets in debt instruments, including below investment grade quality debt instruments. In addition, MFS normally invests a portion of the fund’s assets in equity securities.

For the twelve months ended October 31, 2018, the fund provided a total return of –0.44%, at net asset value and a total return of –8.87%, at market value. This compares with a return of 0.98% for the fund’s benchmark, the Bloomberg Barclays U.S. High-Yield Corporate Bond 2% Issuer Capped Index (“Bloomberg Index”). The fund’s other benchmark, the MFS Special Value Trust Blended Index (“Blended Index”), generated a return of 1.28%. The Blended Index reflects the blended returns of various equity and fixed income market indices, with percentage allocations to each index designed to resemble the allocations of the fund. The market indices and related percentage allocations used to compile the Blended Index are set forth in the Performance Summary.

The performance commentary below is based on the net asset value performance of the fund which reflects the performance of the underlying pool of assets held by the fund. The total return at market value represents the return earned by owners of the shares of the fund which are traded publicly on the exchange.

Annual Market Environment

During the reporting period, the US Federal Reserve raised interest rates by 100 basis points, bringing the total number of rate hikes to eight since the central bank began to normalize monetary policy in late 2015. The growth rate in the US, eurozone and Japan remained above trend, although inflation remained contained, particularly outside the US. Late in the period, the European Central Bank announced that it would halt its asset purchase program at the end of 2018, but issued forward guidance that it does not expect to raise interest rates at least until after the summer of 2019. Both the Bank of England and the Bank of Canada raised rates several times during the period. The European political backdrop became a bit more volatile late in the period, spurred by concerns over cohesion in the eurozone after the election of an anti-establishment, Eurosceptic coalition government in Italy.

Bond yields rose in the US during the period, but remained low by historical standards, while yields in many developed markets fell. Outside of emerging markets, where spreads and currencies came under pressure, credit spreads remained quite tight, particularly in US high yield corporates. Growing concern over increasing global trade friction appeared to have weighed on business sentiment during the period’s second half, especially outside the US. Tighter financial conditions from rising US rates and a strong dollar, combined with trade uncertainty, helped expose structural weaknesses in several emerging markets in the second half of the period.

Volatility increased at the end of the period amid signs of slowing global economic growth and increasing trade tensions, which prompted a market setback shortly after US markets set record highs in September. It was the second such equity market

Management Review – continued

decline during the reporting period. The correction came despite a third consecutive quarter of strong growth in US earnings per share. Strong earnings growth, combined with the market decline, brought US equity valuations down from elevated levels, earlier in the period, to multiples more in line with long-term averages. While the US economy maintained its strength, global economic growth became less synchronized during the period, with Europe and China showing signs of a modest slowdown and some emerging markets coming under stress.

Detractors from Performance

Within the equity portion of the fund, stock selection in the energy sector detracted from performance relative to the equity portion of the Blended Index. Within this sector, the fund’s overweight position in oil field services company Schlumberger hurt relative returns as the company’s stock price declined over concerns of slowing international growth and a drop in energy commodity prices.

Elsewhere, overweight positions in automotive components supplier Johnson Controls^(h), diversified financial services firm Citigroup, chemical company PPG Industries, tobacco company Philip Morris International, investment management company Blackrock and consumer credit reporting agency Equifax further weakened relative results. Additionally, not holding network equipment company Cisco Systems and pharmaceutical companies Pfizer and Merck dampened relative returns

Within the fixed income portion of the fund, the fund’s allocation to cash and/or cash equivalents (which are not represented in the benchmark) held back performance relative to the Bloomberg Index. Additionally, the fund’s lesser exposure to both “C” and “CCC” rated^(r) securities further dampened relative results as these quality segments performed well over the reporting period. Lastly, bond selection in both “B” and “CCC” rated securities, and within the communications, energy and consumer non-cyclicals sectors, also weighed on relative returns.

Contributors to Performance

Within the equity portion of the fund, stock selection in the financial services sector contributed to performance relative to the equity portion of the Blended Index. Within this sector, an overweight position in securities exchange services provider NASDAQ, as well as holding shares of risk management and human capital consulting services provider Aon^(b), benefited relative returns. The share price of NASDAQ rose throughout the period as strong organic growth and cost controls helped drive solid corporate earnings.

Stocks in other sectors that supported relative results included not holding shares of poor-performing diversified industrial conglomerate General Electric and specialty material, chemicals and agriculture products developer DowDuPont, as well as the fund’s overweight positions in shares of life sciences supply company Thermo Fisher Scientific, retail electric services provider Southern Company, medical device maker Medtronic and cable services provider Comcast. Holding shares of management consulting firm Accenture^(b) and financial technology services provider Fiserv^(b) also aided relative returns.

Management Review – continued

Within the fixed income portion of the fund, the fund’s shorter duration^(d) stance supported results relative to the Bloomberg Index as rates rose during the reporting period.

Respectfully,

Portfolio Manager(s)

Ward Brown, Nevin Chitkara, David Cole, Matt Ryan, and Michael Skatrud

(b)	Security is not a benchmark constituent.

(d)	Duration is a measure of how much a bond’s price is likely to fluctuate with general changes in interest rates, e.g., if rates rise 1.00%, a bond with a 5-year duration is likely to lose about 5.00% of its value.

(h)	Security was not held in the portfolio at period end.

(r)

Bonds rated “BBB”, “Baa”, or higher are considered investment grade; bonds rated “BB”, “Ba”, or below are considered non-investment grade. The source for bond quality ratings is Moody’s Investors Service, Standard & Poor’s and Fitch, Inc. and are applied using the following hierarchy: If all three agencies provide a rating, the middle rating (after dropping the highest and lowest ratings) is assigned; if two of the three agencies rate a security, the lower of the two is assigned. Ratings are shown in the S&P and Fitch scale (e.g., AAA). For securities which are not rated by any of the three agencies, the security is considered Not Rated.

Note to Shareholders: Effective March 1, 2018, Michael Skatrud became a Portfolio Manager of the Fund. Effective September 1, 2018, William Adams is no longer a Portfolio Manager of the Fund.

The views expressed in this report are those of the portfolio manager(s) only through the end of the period of the report as stated on the cover and do not necessarily reflect the views of MFS or any other person in the MFS organization. These views are subject to change at any time based on market or other conditions, and MFS disclaims any responsibility to update such views. These views may not be relied upon as investment advice or an indication of trading intent on behalf of any MFS portfolio. References to specific securities are not recommendations of such securities, and may not be representative of any MFS portfolio’s current or future investments.

PERFORMANCE SUMMARY THROUGH 10/31/18

The following chart presents the fund’s historical performance in comparison to its benchmark(s). Investment return and principal value will fluctuate, and shares, when sold, may be worth more or less than their original cost; current performance may be lower or higher than quoted. The performance shown does not reflect the deduction of taxes, if any, that a shareholder would pay on fund distributions or the sale of fund shares. Performance data shown represents past performance and is no guarantee of future results.

Price Summary for MFS Special Value Trust

Date

Price

Year Ended 10/31/18

Net Asset Value

10/31/18

$5.43

10/31/17

$6.03

New York Stock Exchange Price

10/31/18

$5.49

11/13/17

(high) (t)

$6.80

10/30/18

(low) (t)

$5.37

10/31/17

$6.66

Total Returns vs Benchmark(s)



Year Ended 10/31/18	MFS Special Value Trust at
	New York Stock Exchange Price (r)	(8.87)%
	Net Asset Value (r)	(0.44)%
	Bloomberg Barclays U.S. High-Yield Corporate Bond 2% Issuer Capped Index (f)	0.98%
	MFS Special Value Trust Blended Index (f)(w)	1.28%
	JPMorgan Emerging Markets Bond Index Global (f)	(5.27)%
	Russell 1000® Value Index (f)	3.03%

(f)	Source: FactSet Research Systems Inc.

(r)	Includes reinvestment of all distributions.

(t)	For the period November 1, 2017 through October 31, 2018.

(w)	As of October 31, 2018, the MFS Special Value Trust Blended Index was comprised of 57.50% Bloomberg Barclays U.S. High-Yield Corporate Bond 2% Issuer Capped Index, 35% Russell 1000® Value Index, and 7.50% JPMorgan Emerging Markets Bond Index Global.

Performance Summary – continued

Benchmark Definition(s)

Bloomberg Barclays U.S. High-Yield Corporate Bond 2% Issuer Capped Index – a component of the Bloomberg Barclays U.S. High-Yield Corporate Bond Index, which measures performance of non-investment grade, fixed rate debt. The index limits the maximum exposure to any one issuer to 2%.

JPMorgan Emerging Markets Bond Index Global – measures the performance of U.S.-dollar-denominated debt instruments issued by emerging market sovereign and quasi-sovereign entities: Brady bonds, loans, Eurobonds.

Russell 1000® Value Index – constructed to provide a comprehensive barometer for the value securities in the large-cap segment of the U.S. equity universe. Companies in this index generally have lower price-to-book ratios and lower forecasted growth values. The Russell 1000® Value Index is a trademark/service mark of the Frank Russell Company. Russell® is a trademark of the Frank Russell Company.

It is not possible to invest directly in an index.

Notes to Performance Summary

The fund’s shares may trade at a discount or premium to net asset value. When fund shares trade at a premium, buyers pay more than the net asset value underlying fund shares, and shares purchased at a premium would receive less than the amount paid for them in the event of the fund’s concurrent liquidation.

The fund’s target annual distribution rate is calculated based on an annual rate of 10.00% of the fund’s average monthly net asset value, not a fixed share price, and the fund’s dividend amount will fluctuate with changes in the fund’s average monthly net assets.

Net asset values and performance results based on net asset value per share do not include adjustments made for financial reporting purposes in accordance with U.S. generally accepted accounting principles and may differ from amounts reported in the Statement of Assets and Liabilities or the Financial Highlights.

From time to time the fund may receive proceeds from litigation settlements, without which performance would be lower.

In accordance with Section 23(c) of the Investment Company Act of 1940, the fund hereby gives notice that it may from time to time repurchase shares of the fund in the open market at the option of the Board of Trustees and on such terms as the Trustees shall determine.

PORTFOLIO MANAGERS’ PROFILES


Portfolio Manager	Primary Role	Since	Title and Five Year History
Ward Brown	Emerging Markets Debt Instruments Portfolio Manager	2012	Investment Officer of MFS; employed in the investment management area of MFS since 2005.

Nevin Chitkara	Equity Securities Portfolio Manager	2012	Investment Officer of MFS; employed in the investment management area of MFS since 1997.

David Cole	Below Investment Grade Debt Instruments Portfolio Manager	2006	Investment Officer of MFS; employed in the investment management area of MFS since 2004.

Matt Ryan	Emerging Markets Debt Instruments Portfolio Manager	2012	Investment Officer of MFS; employed in the investment management area of MFS since 1997.

Michael Skatrud	Below Investment Grade Debt Instruments Portfolio Manager	2018	Investment Officer of MFS; employed in the investment management area of MFS since 2013.

Note to Shareholders: Effective March 1, 2018, Michael Skatrud became a Portfolio Manager of the Fund. Effective September 1, 2018, William Adams is longer a Portfolio Manager of the Fund.

DIVIDEND REINVESTMENT AND CASH

PURCHASE PLAN

The fund offers a Dividend Reinvestment and Cash Purchase Plan (the “Plan”) that allows common shareholders to reinvest either all of the distributions paid by the fund or only the long-term capital gains. Generally, purchases are made at the market price unless that price exceeds the net asset value (the shares are trading at a premium). If the shares are trading at a premium, purchases will be made at a price of either the net asset value or 95% of the market price, whichever is greater. You can also buy shares on a quarterly basis in any amount $100 and over. The Plan Agent will purchase shares under the Cash Purchase Plan on the 15th of January, April, July, and October or shortly thereafter.

If shares are registered in your own name, new shareholders will automatically participate in the Plan, unless you have indicated that you do not wish to participate. If your shares are in the name of a brokerage firm, bank, or other nominee, you can ask the firm or nominee to participate in the Plan on your behalf. If the nominee does not offer the Plan, you may wish to request that your shares be re-registered in your own name so that you can participate. There is no service charge to reinvest distributions, nor are there brokerage charges for shares issued directly by the fund. However, when shares are bought on the New York Stock Exchange or otherwise on the open market, each participant pays a pro rata share of the transaction expenses, including commissions. Dividends and capital gains distributions are taxable whether received in cash or reinvested in additional shares – the automatic reinvestment of distributions does not relieve you of any income tax that may be payable (or required to be withheld) on the distributions.

If your shares are held directly with the Plan Agent, you may withdraw from the Plan at any time by going to the Plan Agent’s website at www.computershare.com/investor, by calling 1-800-637-2304 any business day from 9 a.m. to 5 p.m. Eastern time or by writing to the Plan Agent at P.O. Box 43078, Providence, RI 02940-3078. Please have available the name of the fund and your account number. For certain types of registrations, such as corporate accounts, instructions must be submitted in writing. Please call for additional details. When you withdraw from the Plan, you can receive the value of the reinvested shares in one of three ways: your full shares will be held in your account, the Plan Agent will sell your shares and send the proceeds to you, or you may transfer your full shares to your investment professional who can hold or sell them. Additionally, the Plan Agent will sell your fractional shares and send the proceeds to you.

If you have any questions or for further information or a copy of the Plan, contact the Plan Agent Computershare Trust Company, N.A. (the Transfer Agent for the fund) at

1-800-637-2304, at the Plan Agent’s website at www.computershare.com/investor, or by writing to the Plan Agent at P.O. Box 43078, Providence, RI 02940-3078.

PORTFOLIO OF INVESTMENTS

10/31/18

The Portfolio of Investments is a complete list of all securities owned by your fund. It is categorized by broad-based asset classes.


Bonds - 55.4%
Issuer	Shares/Par		Value ($)
Aerospace - 0.9%
Dae Funding LLC, 5%, 8/01/2024 (n)	$	175,000	$	170,625
TransDigm, Inc., 6.5%, 7/15/2024		125,000		126,355
TransDigm, Inc., 6.375%, 6/15/2026		50,000		49,000

			$	345,980
Broadcasting - 1.8%
Liberty Media Corp. - Liberty Formula One, 8.5%, 7/15/2029	$	110,000	$	116,050
Liberty Media Corp. - Liberty Formula One, 8.25%, 2/01/2030		50,000		52,250
Match Group, Inc., 6.375%, 6/01/2024		105,000		109,069
Meredith Corp., 6.875%, 2/01/2026 (n)		75,000		75,000
Netflix, Inc., 5.875%, 2/15/2025		85,000		86,390
Netflix, Inc., 4.875%, 4/15/2028 (n)		25,000		22,937
Netflix, Inc., 5.875%, 11/15/2028 (n)		115,000		112,987
WMG Acquisition Corp., 5%, 8/01/2023 (n)		30,000		29,625
WMG Acquisition Corp., 4.875%, 11/01/2024 (n)		95,000		92,625
WMG Acquisition Corp., 5.5%, 4/15/2026 (n)		15,000		14,625

			$	711,558
Building - 2.1%
ABC Supply Co., Inc., 5.75%, 12/15/2023 (n)	$	125,000	$	123,437
ABC Supply Co., Inc., 5.875%, 5/15/2026 (n)		65,000		63,050
Beacon Escrow Corp., 4.875%, 11/01/2025 (n)		105,000		94,238
New Enterprise Stone & Lime Co., Inc., 10.125%, 4/01/2022 (n)		90,000		94,050
New Enterprise Stone & Lime Co., Inc., 6.25%, 3/15/2026 (n)		110,000		107,250
PGT Escrow Issuer, Inc., 6.75%, 8/01/2026 (n)		42,000		43,260
PriSo Acquisition Corp., 9%, 5/15/2023 (n)		44,000		45,100
Standard Industries, Inc., 5.375%, 11/15/2024 (n)		95,000		91,200
Standard Industries, Inc., 6%, 10/15/2025 (n)		65,000		63,944
Summit Materials LLC/Summit Materials Finance Co., 6.125%, 7/15/2023		105,000		101,587

			$	827,116
Business Services - 2.3%
Alliance Data Systems Corp., 5.875%, 11/01/2021 (n)	$	40,000	$	40,692
Ascend Learning LLC, 6.875%, 8/01/2025 (n)		70,000		69,650
CDK Global, Inc., 4.875%, 6/01/2027		125,000		117,031
Equinix, Inc., 5.375%, 4/01/2023		35,000		35,525
Equinix, Inc., 5.75%, 1/01/2025		55,000		56,031
Equinix, Inc., 5.875%, 1/15/2026		60,000		61,050

Portfolio of Investments – continued


Issuer	Shares/Par		Value ($)
Bonds - continued
Business Services - continued
Financial & Risk U.S. Holdings, Inc., 8.25%, 11/15/2026 (n)	$	95,000	$	92,387
First Data Corp., 5%, 1/15/2024 (n)		190,000		187,625
MSCI, Inc., 4.75%, 8/01/2026 (n)		90,000		86,850
Travelport Worldwide Ltd., 6%, 3/15/2026 (n)		90,000		90,225
Verscend Escrow Corp., 9.75%, 8/15/2026 (z)		45,000		45,113

			$	882,179
Cable TV - 3.7%
Altice Financing S.A., 6.625%, 2/15/2023 (n)	$	200,000	$	197,960
CCO Holdings LLC/CCO Holdings Capital Corp., 5.75%, 1/15/2024		185,000		186,850
CCO Holdings LLC/CCO Holdings Capital Corp., 5.375%, 5/01/2025 (n)		25,000		24,469
CCO Holdings LLC/CCO Holdings Capital Corp., 5.75%, 2/15/2026 (n)		175,000		173,250
CCO Holdings LLC/CCO Holdings Capital Corp., 5.875%, 5/01/2027 (n)		70,000		68,775
DISH DBS Corp., 5%, 3/15/2023		60,000		52,500
DISH DBS Corp., 5.875%, 11/15/2024		45,000		38,250
Intelsat Connect Finance, 9.5%, 2/15/2023 (n)		30,000		28,800
Intelsat Jackson Holdings S.A., 5.5%, 8/01/2023		130,000		116,350
Sirius XM Radio, Inc., 4.625%, 5/15/2023 (n)		85,000		82,663
Sirius XM Radio, Inc., 6%, 7/15/2024 (n)		60,000		61,338
Sirius XM Radio, Inc., 5.375%, 4/15/2025 (n)		45,000		44,578
Unitymedia KabelBW GmbH, 6.125%, 1/15/2025 (n)		200,000		205,500
Videotron Ltd., 5.375%, 6/15/2024 (n)		25,000		24,969
Videotron Ltd., 5.125%, 4/15/2027 (n)		155,000		146,862

			$	1,453,114
Chemicals - 1.4%
Axalta Coating Systems Co., 4.875%, 8/15/2024 (n)	$	150,000	$	141,562
OCI N.V., 6.625%, 4/15/2023 (n)		200,000		205,000
PolyOne Corp., 5.25%, 3/15/2023		90,000		90,000
Starfruit Finance Co./Starfruit U.S. Holding Co. LLC, 6.5%, 10/01/2026 (n)	EUR	100,000		110,694

			$	547,256
Computer Software - 0.3%
Diamond 1 Finance Corp./Diamond 2 Finance Corp., 5.875%, 6/15/2021 (n)	$	85,000	$	86,171
Diamond 1 Finance Corp./Diamond 2 Finance Corp., 6.02%, 6/15/2026 (n)		45,000		46,631

			$	132,802
Computer Software - Systems - 0.8%
CDW LLC/CDW Finance Corp., 5%, 9/01/2025	$	25,000	$	24,375
Fair Isaac Corp., 5.25%, 5/15/2026 (n)		95,000		93,694

Portfolio of Investments – continued


Issuer	Shares/Par		Value ($)
Bonds - continued
Computer Software - Systems - continued
JDA Software Group, Inc., 7.375%, 10/15/2024 (n)	$	70,000	$	71,750
Sabre GLBL, Inc., 5.375%, 4/15/2023 (n)		135,000		135,000

			$	324,819
Conglomerates - 2.0%
Amsted Industries Co., 5%, 3/15/2022 (n)	$	135,000	$	132,469
BWX Technologies, Inc., 5.375%, 7/15/2026 (n)		100,000		100,250
EnerSys, 5%, 4/30/2023 (n)		155,000		153,062
Entegris, Inc., 4.625%, 2/10/2026 (n)		145,000		134,714
Gates Global LLC, 6%, 7/15/2022 (n)		48,000		47,760
Stevens Holding Co., Inc., 6.125%, 10/01/2026 (n)		90,000		89,673
TriMas Corp., 4.875%, 10/15/2025 (n)		120,000		113,440

			$	771,368
Construction - 0.7%
Empresas ICA S.A.B. de C.V., 8.9%, 2/04/2021 (a)(d)	$	125,000	$	18,750
Mattamy Group Corp., 6.5%, 10/01/2025 (n)		150,000		141,000
Toll Brothers Finance Corp., 4.875%, 11/15/2025		30,000		28,350
Toll Brothers Finance Corp., 4.35%, 2/15/2028		95,000		83,837

			$	271,937
Consumer Products - 1.2%
Coty, Inc., 6.5%, 4/15/2026 (n)	$	155,000	$	144,537
Energizer Gamma Acquisition, Inc., 6.375%, 7/15/2026 (n)		85,000		85,000
Prestige Brands, Inc., 6.375%, 3/01/2024 (n)		110,000		108,625
Spectrum Brands, Inc., 6.125%, 12/15/2024		10,000		9,950
Spectrum Brands, Inc., 5.75%, 7/15/2025		105,000		102,113

			$	450,225
Consumer Services - 0.9%
Frontdoor, Inc., 6.75%, 8/15/2026 (n)	$	65,000	$	66,300
Matthews International Corp., 5.25%, 12/01/2025 (n)		120,000		112,500
NVA Holdings, Inc., 6.875%, 4/01/2026 (n)		70,000		69,125
ServiceMaster Co. LLC, 5.125%, 11/15/2024 (n)		105,000		101,062

			$	348,987
Containers - 2.8%
ARD Securities Finance, 8.75%, (8.75% cash or 8.75% PIK) 1/31/2023 (p)(z)	$	200,000	$	187,528
Berry Global Group, Inc., 5.5%, 5/15/2022		125,000		125,000
Berry Global Group, Inc., 6%, 10/15/2022		30,000		30,637
Crown Americas LLC/Crown Americas Capital Corp., 4.75%, 2/01/2026 (n)		40,000		37,750

Portfolio of Investments – continued


Issuer	Shares/Par		Value ($)
Bonds - continued
Containers - continued
Crown Americas LLC/Crown Americas Capital Corp. V, 4.25%, 9/30/2026	$	55,000	$	49,912
Flex Acquisition Co., Inc., 6.875%, 1/15/2025 (n)		85,000		79,475
Multi-Color Corp., 6.125%, 12/01/2022 (n)		123,000		124,384
Reynolds Group, 5.75%, 10/15/2020		48,456		48,455
Reynolds Group, 5.125%, 7/15/2023 (n)		70,000		68,425
Sealed Air Corp., 4.875%, 12/01/2022 (n)		115,000		113,850
Sealed Air Corp., 5.125%, 12/01/2024 (n)		25,000		24,313
Sealed Air Corp., 5.5%, 9/15/2025 (n)		25,000		24,688
Silgan Holdings, Inc., 4.75%, 3/15/2025		85,000		80,644
W/S Packaging Group, Inc., 9%, 4/15/2023 (n)		70,000		71,400

			$	1,066,461
Electrical Equipment - 0.4%
CommScope Technologies LLC, 5%, 3/15/2027 (n)	$	185,000	$	165,144

Electronics - 0.6%
Qorvo, Inc., 5.5%, 7/15/2026 (n)	$	80,000	$	80,200
Sensata Technologies B.V., 5.625%, 11/01/2024 (n)		40,000		39,800
Sensata Technologies B.V., 5%, 10/01/2025 (n)		130,000		125,450

			$	245,450
Emerging Market Sovereign - 0.7%
Republic of Ecuador, 10.5%, 3/24/2020 (n)	$	200,000	$	205,000
Republic of Venezuela, 7%, 3/31/2038 (a)(d)		203,000		49,329

			$	254,329
Energy - Independent - 3.5%
Afren PLC, 11.5%, 2/01/2016 (a)(d)(z)	$	195,167	$	488
Alta Mesa Holdings LP/Alta Mesa Finance Services Corp., 7.875%, 12/15/2024		145,000		129,413
Callon Petroleum Co., 6.375%, 7/01/2026		100,000		99,250
CrownRock LP/CrownRock Finance, Inc., 5.625%, 10/15/2025 (n)		150,000		142,687
Diamondback Energy, Inc., 5.375%, 5/31/2025		160,000		159,200
Gulfport Energy Corp., 6%, 10/15/2024		85,000		79,475
Gulfport Energy Corp., 6.375%, 5/15/2025		35,000		33,250
Indigo Natural Resources LLC, 6.875%, 2/15/2026 (n)		95,000		89,775
Magnolia Oil & Gas Operating LLC/Magnolia Oil & Gas Finance Corp., 6%, 8/01/2026 (n)		100,000		98,750
Oasis Petroleum, Inc., 6.25%, 5/01/2026 (n)		80,000		78,600
Parsley Energy LLC/Parsley Finance Corp., 5.25%, 8/15/2025 (n)		25,000		24,156
Parsley Energy LLC/Parsley Finance Corp., 5.625%, 10/15/2027 (n)		145,000		142,937
PDC Energy, Inc., 6.125%, 9/15/2024		18,000		17,190

Portfolio of Investments – continued


Issuer	Shares/Par		Value ($)
Bonds - continued
Energy - Independent - continued
QEP Resources, Inc., 5.25%, 5/01/2023	$	120,000	$	114,900
Sanchez Energy Corp., 6.125%, 1/15/2023		65,000		24,050
SM Energy Co., 6.75%, 9/15/2026		135,000		135,337

			$	1,369,458
Entertainment - 0.9%
Cinemark USA, Inc., 5.125%, 12/15/2022	$	50,000	$	50,125
Cinemark USA, Inc., 4.875%, 6/01/2023		35,000		34,169
Live Nation Entertainment, Inc., 5.625%, 3/15/2026 (n)		105,000		104,737
Six Flags Entertainment Corp., 4.875%, 7/31/2024 (n)		165,000		155,925

			$	344,956
Financial Institutions - 0.8%
Avolon Holdings Funding Ltd., 5.125%, 10/01/2023	$	60,000	$	58,875
Navient Corp., 7.25%, 1/25/2022		35,000		36,400
Navient Corp., 7.25%, 9/25/2023		75,000		77,625
Park Aerospace Holdings Ltd., 5.5%, 2/15/2024 (n)		150,000		148,537

			$	321,437
Food & Beverages - 2.0%
Aramark Services, Inc., 4.75%, 6/01/2026	$	80,000	$	76,200
Aramark Services, Inc., 5%, 2/01/2028 (n)		60,000		56,925
Cott Holdings, Inc., 5.5%, 4/01/2025 (n)		155,000		147,637
JBS USA LLC/JBS USA Finance, Inc., 6.75%, 2/15/2028 (n)		30,000		28,913
JBS USA Lux S.A./JBS USA Finance, Inc., 5.875%, 7/15/2024 (n)		150,000		147,225
Lamb Weston Holdings, Inc., 4.625%, 11/01/2024 (n)		65,000		63,666
Lamb Weston Holdings, Inc., 4.875%, 11/01/2026 (n)		40,000		38,600
Pilgrim’s Pride Corp., 5.875%, 9/30/2027 (n)		120,000		108,600
U.S. Foods Holding Corp., 5.875%, 6/15/2024 (n)		110,000		108,900

			$	776,666
Gaming & Lodging - 2.4%
CCM Merger, Inc., 6%, 3/15/2022 (n)	$	85,000	$	86,487
GLP Capital LP/GLP Financing II, Inc., 5.375%, 11/01/2023		55,000		56,426
GLP Capital LP/GLP Financing II, Inc., 5.25%, 6/01/2025		75,000		75,376
GLP Capital LP/GLP Financing II, Inc., 5.375%, 4/15/2026		10,000		9,937
Hilton Domestic Operating Co., Inc., 5.125%, 5/01/2026 (n)		90,000		87,975
Hilton Worldwide Finance LLC, 4.625%, 4/01/2025		105,000		101,850
Marriot Ownership Resorts, Inc., 5.625%, 4/15/2023 (z)		90,000		90,225
MGM Resorts International, 6.625%, 12/15/2021		45,000		47,124
MGM Resorts International, 6%, 3/15/2023		45,000		45,675
MGM Resorts International, 5.75%, 6/15/2025		90,000		87,525
Ryman Hospitality Properties, Inc., REIT, 5%, 4/15/2021		105,000		104,869

Portfolio of Investments – continued


Issuer	Shares/Par		Value ($)
Bonds - continued
Gaming & Lodging - continued
Ryman Hospitality Properties, Inc., REIT, 5%, 4/15/2023	$	50,000	$	49,500
Wyndham Hotels Group, LLC, 5.375%, 4/15/2026 (n)		95,000		92,150

			$	935,119
Industrial - 0.6%
Cleaver Brooks, Inc., 7.875%, 3/01/2023 (n)	$	115,000	$	115,575
KAR Auction Services, Inc., 5.125%, 6/01/2025 (n)		120,000		112,800

			$	228,375
Insurance - 0.3%
AssuredPartners Inc., 7%, 8/15/2025 (n)	$	120,000	$	118,050

Insurance - Health - 0.5%
Centene Corp., 6.125%, 2/15/2024	$	55,000	$	57,475
Centene Corp., 5.375%, 6/01/2026 (n)		125,000		126,875

			$	184,350
Insurance - Property & Casualty - 0.5%
Hub International Ltd., 7%, 5/01/2026 (n)	$	80,000	$	78,080
Wand Merger Corp., 8.125%, 7/15/2023 (n)		105,000		106,838

			$	184,918
Medical & Health Technology & Services - 3.5%
Avantor, Inc., 9%, 10/01/2025 (n)	$	70,000	$	70,587
DaVita, Inc., 5.052%, 5/01/2025		65,000		61,425
Encompass Health Corp., 5.75%, 9/15/2025		40,000		39,600
HCA, Inc., 7.5%, 2/15/2022		135,000		146,475
HCA, Inc., 5%, 3/15/2024		85,000		86,009
HCA, Inc., 5.375%, 2/01/2025		120,000		120,750
HCA, Inc., 5.875%, 2/15/2026		35,000		35,787
HealthSouth Corp., 5.125%, 3/15/2023		105,000		105,000
Heartland Dental, LLC, 8.5%, 5/01/2026 (n)		75,000		71,437
Polaris, 8.5%, (8.5% cash or 8.5% PIK) 12/01/2022 (n)(p)		125,000		128,125
Tenet Healthcare Corp., 8.125%, 4/01/2022		140,000		145,775
Tenet Healthcare Corp., 6.75%, 6/15/2023		85,000		84,469
Universal Health Services, Inc., 7.625%, 8/15/2020		155,000		155,194
West Street Merger Sub, Inc., 6.375%, 9/01/2025 (n)		120,000		112,500

			$	1,363,133
Medical Equipment - 0.4%
Teleflex, Inc., 5.25%, 6/15/2024	$	80,000	$	80,800
Teleflex, Inc., 4.875%, 6/01/2026		30,000		29,250
Teleflex, Inc., 4.625%, 11/15/2027		45,000		41,963

			$	152,013

Portfolio of Investments – continued


Issuer	Shares/Par		Value ($)
Bonds - continued
Metals & Mining - 3.7%
Baffinland Iron Mines Corp./Baffinland Iron Mines LP, 8.75%, 7/15/2026 (n)	$	85,000	$	85,637
First Quantum Minerals Ltd., 7.25%, 4/01/2023 (n)		200,000		184,750
Freeport-McMoRan Copper & Gold, Inc., 5.4%, 11/14/2034		110,000		96,250
Freeport-McMoRan, Inc., 6.875%, 2/15/2023		198,000		207,355
Kaiser Aluminum Corp., 5.875%, 5/15/2024		155,000		155,194
Kinross Gold Corp., 5.95%, 3/15/2024		17,000		17,383
Kinross Gold Corp., 4.5%, 7/15/2027		13,000		11,635
Lundin Mining Corp., 7.875%, 11/01/2022 (n)		85,000		88,536
Northwest Acquisitions ULC/Dominion Finco, Inc., 7.125%, 11/01/2022 (n)		155,000		156,062
Novelis Corp., 5.875%, 9/30/2026 (n)		185,000		174,362
Petra Diamonds U.S. Treasury PLC, 7.25%, 5/01/2022 (n)		200,000		192,000
TMS International Corp., 7.25%, 8/15/2025 (n)		75,000		74,625

			$	1,443,789
Midstream - 3.1%
Blue Racer Midstream LLC/Blue Racer Finance Corp., 6.125%, 11/15/2022 (n)	$	65,000	$	66,300
Blue Racer Midstream LLC/Blue Racer Finance Corp., 6.625%, 7/15/2026 (n)		90,000		91,350
Cheniere Energy, Inc., 5.875%, 3/31/2025		75,000		77,250
DCP Midstream Operating LP, 4.95%, 4/01/2022		43,000		43,215
DCP Midstream Operating LP, 3.875%, 3/15/2023		85,000		81,600
DCP Midstream Operating LP, 5.375%, 7/15/2025 (n)		55,000		55,773
DCP Midstream Operating LP, 5.6%, 4/01/2044		45,000		40,725
Energy Transfer Equity LP, 5.875%, 1/15/2024		115,000		120,894
EnLink Midstream Partners LP, 4.4%, 4/01/2024		95,000		91,545
Tallgrass Energy LP, 5.5%, 1/15/2028 (n)		210,000		207,598
Targa Resources Partners LP/Targa Resources Finance Corp, 5.375%, 2/01/2027		200,000		194,500
Targa Resources Partners LP/Targa Resources Finance Corp., 5.25%, 5/01/2023		75,000		74,812
Targa Resources Partners LP/Targa Resources Finance Corp., 5.125%, 2/01/2025 (n)		40,000		38,900

			$	1,184,462
Network & Telecom - 0.4%
Zayo Group LLC/Zayo Capital, Inc., 6.375%, 5/15/2025	$	60,000	$	61,350
Zayo Group LLC/Zayo Capital, Inc., 5.75%, 1/15/2027 (n)		110,000		107,822

			$	169,172

Portfolio of Investments – continued


Issuer	Shares/Par		Value ($)
Bonds - continued
Oil Services - 1.0%
Apergy Corp, 6.375%, 5/01/2026 (n)	$	120,000	$	121,500
Bristow Group, Inc., 6.25%, 10/15/2022		165,000		121,275
Diamond Offshore Drill Co., 7.875%, 8/15/2025		45,000		44,325
Diamond Offshore Drill Co., 5.7%, 10/15/2039		140,000		105,700

			$	392,800
Oils - 0.5%
Parkland Fuel Corp., 6%, 4/01/2026 (n)	$	180,000	$	175,950

Pharmaceuticals - 0.7%
Mallinckrodt International Finance S.A., 5.75%, 8/01/2022 (n)	$	85,000	$	75,862
Mallinckrodt International Finance S.A., 5.625%, 10/15/2023 (n)		30,000		25,725
Valeant Pharmaceuticals International, Inc., 5.5%, 3/01/2023 (n)		90,000		85,275
Valeant Pharmaceuticals International, Inc., 6.125%, 4/15/2025 (n)		80,000		73,576

			$	260,438
Precious Metals & Minerals - 0.2%
Teck Resources Ltd., 6%, 8/15/2040	$	15,000	$	14,663
Teck Resources Ltd., 6.25%, 7/15/2041		80,000		79,800

			$	94,463
Printing & Publishing - 0.2%
Nielsen Co. Lux S.A.R.L., 5%, 2/01/2025 (n)	$	10,000	$	9,722
Nielsen Finance LLC, 5%, 4/15/2022 (n)		71,000		69,136

			$	78,858
Real Estate - Healthcare - 0.5%
MPT Operating Partnership LP/MPT Financial Co., REIT, 5.25%, 8/01/2026	$	100,000	$	96,500
MPT Operating Partnership LP/MPT Financial Co., REIT, 5%, 10/15/2027		120,000		112,764

			$	209,264
Real Estate - Other - 0.5%
CyrusOne LP/CyrusOne Finance Corp., REIT, 5%, 3/15/2024	$	120,000	$	120,000
CyrusOne LP/CyrusOne Finance Corp., REIT, 5.375%, 3/15/2027		60,000		59,550

			$	179,550
Restaurants - 0.4%
Golden Nugget, Inc., 6.75%, 10/15/2024 (n)	$	50,000	$	49,875
KFC Holding Co./Pizza Hut Holdings LLC/Taco Bell of America LLC, 5.25%, 6/01/2026 (n)		115,000		112,988

			$	162,863

Portfolio of Investments – continued


Issuer	Shares/Par		Value ($)
Bonds - continued
Retailers - 0.6%
DriveTime Automotive Group, Inc./DT Acceptance Corp., 8%, 6/01/2021 (n)	$	75,000	$	76,875
Hanesbrands, Inc., 4.625%, 5/15/2024 (n)		25,000		23,938
Hanesbrands, Inc., 4.875%, 5/15/2026 (n)		130,000		123,175

			$	223,988
Specialty Chemicals - 0.5%
Univar USA, Inc., 6.75%, 7/15/2023 (n)	$	180,000	$	184,950

Specialty Stores - 0.2%
Penske Automotive Group Co., 5.375%, 12/01/2024	$	15,000	$	14,569
Penske Automotive Group Co., 5.5%, 5/15/2026		55,000		52,250

			$	66,819
Supermarkets - 0.2%
Albertsons Cos. LLC/Safeway Co., 6.625%, 6/15/2024	$	90,000	$	85,050

Telecommunications - Wireless - 2.6%
Altice Luxembourg S.A., 7.625%, 2/15/2025 (n)	$	200,000	$	170,500
SBA Communications Corp., 4%, 10/01/2022		120,000		114,900
SBA Communications Corp., 4.875%, 9/01/2024		50,000		48,250
Sprint Corp., 7.875%, 9/15/2023		140,000		149,450
Sprint Corp., 7.125%, 6/15/2024		125,000		127,813
Sprint Nextel Corp., 6%, 11/15/2022		145,000		146,359
T-Mobile USA, Inc., 6.5%, 1/15/2024		75,000		77,625
T-Mobile USA, Inc., 5.125%, 4/15/2025		60,000		59,100
T-Mobile USA, Inc., 6.5%, 1/15/2026		70,000		73,675
T-Mobile USA, Inc., 5.375%, 4/15/2027		50,000		48,875

			$	1,016,547
Telephone Services - 0.4%
Level 3 Financing, Inc., 5.375%, 1/15/2024	$	50,000	$	49,500
Level 3 Financing, Inc., 5.375%, 5/01/2025		100,000		97,625

			$	147,125
Transportation - Services - 0.1%
Navios South American Logistics, Inc./Navios Logistics Finance (U.S.), Inc., 7.25%, 5/01/2022	$	50,000	$	46,500

Utilities - Electric Power - 1.6%
Clearway Energy Operating LLC, 5.75%, 10/15/2025 (n)	$	110,000	$	108,350
Covanta Holding Corp., 6.375%, 10/01/2022		35,000		35,744
Covanta Holding Corp., 5.875%, 3/01/2024		135,000		134,662

Portfolio of Investments – continued


Issuer	Shares/Par		Value ($)
Bonds - continued
Utilities - Electric Power - continued
Covanta Holding Corp., 5.875%, 7/01/2025	$	50,000	$	48,500
Covanta Holding Corp., 6%, 1/01/2027		150,000		144,750
NextEra Energy Operating Co., 4.25%, 9/15/2024 (n)		105,000		99,750
Pattern Energy Group, Inc., 5.875%, 2/01/2024 (n)		58,000		57,420

			$	629,176
Total Bonds (Identified Cost, $22,490,705)			$	21,528,964

Common Stocks - 38.9%
Brokerage & Asset Managers - 3.0%
BlackRock, Inc.		1,006	$	413,888
NASDAQ, Inc.		8,432		731,139

			$	1,145,027
Business Services - 4.0%
Accenture PLC, “A”		4,026	$	634,578
Equifax, Inc.		4,160		421,991
Fiserv, Inc. (a)		6,351		503,634

			$	1,560,203
Cable TV - 2.2%
Comcast Corp., “A”		21,825	$	832,405

Chemicals - 1.5%
PPG Industries, Inc.		5,685	$	597,437

Construction - 1.8%
Sherwin-Williams Co.		1,801	$	708,639

Electronics - 1.5%
Texas Instruments, Inc.		6,272	$	582,230

Food & Beverages - 1.4%
Nestle S.A., ADR		6,555	$	552,455

Insurance - 3.4%
Aon PLC		4,570	$	713,743
Travelers Cos., Inc.		4,769		596,745

			$	1,310,488
Machinery & Tools - 0.8%
Illinois Tool Works, Inc.		2,515	$	320,839

Portfolio of Investments – continued


Issuer	Shares/Par		Value ($)
Common Stocks - continued
Major Banks - 2.1%
JPMorgan Chase & Co.		7,614	$	830,078

Medical Equipment - 4.4%
Danaher Corp.		5,178	$	514,693
Medtronic PLC		6,720		603,591
Thermo Fisher Scientific, Inc.		2,554		596,742

			$	1,715,026
Oil Services - 0.9%
LTRI Holdings LP (a)(u)		60	$	53,365
Schlumberger Ltd.		5,976		306,629

			$	359,994
Other Banks & Diversified Financials - 4.2%
Citigroup, Inc.		14,160	$	926,914
U.S. Bancorp		13,175		688,657

			$	1,615,571
Pharmaceuticals - 1.7%
Johnson & Johnson		4,833	$	676,572

Printing & Publishing - 1.3%
Moody’s Corp.		3,571	$	519,509

Tobacco - 1.3%
Philip Morris International, Inc.		5,495	$	483,945

Utilities - Electric Power - 3.4%
Duke Energy Corp.		7,783	$	643,109
Southern Co.		14,708		662,301

			$	1,305,410
Total Common Stocks (Identified Cost, $10,316,985)			$	15,115,828

Floating Rate Loans (r) - 0.3%
Consumer Products - 0.1%
Spectrum Brands, Inc., Term Loan B, 4.354%, 6/23/2022	$	30,128	$	30,135

Medical & Health Technology & Services - 0.2%
DaVita HealthCare Partners, Inc., Term Loan B, 5.052%, 6/24/2021	$	74,447	$	74,505
Total Floating Rate Loans (Identified Cost, $104,449)			$	104,640

Portfolio of Investments – continued


Warrants - 0.0%
Issuer	Strike Price		First Exercise		Shares/Par		Value ($)
Forest & Paper Products - 0.0%
Appvion Holdings Corp. - Tranche A (1 share for 1 warrant) (a)	$	27.17		8/24/18		40	$	360
Appvion Holdings Corp. - Tranche B (1 share for 1 warrant) (a)		31.25		8/24/18		40		300
Total Warrants (Identified Cost, $0)							$	660

Investment Companies (h) - 4.7%
Money Market Funds - 4.7%
MFS Institutional Money Market Portfolio, 2.21% (v) (Identified Cost, $1,805,326)						1,805,596	$	1,805,415

Other Assets, Less Liabilities - 0.7%								278,642
Net Assets - 100.0%							$	38,834,149

(a)	Non-income producing security.

(d)	In default.

(h)

An affiliated issuer, which may be considered one in which the fund owns 5% or more of the outstanding voting securities, or a company which is under common control. At period end, the aggregate values of the fund’s investments in affiliated issuers and in unaffiliated issuers were $1,805,415 and $36,750,092, respectively.

(n)

Securities exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be sold in the ordinary course of business in transactions exempt from registration, normally to qualified institutional buyers. At period end, the aggregate value of these securities was $12,682,775, representing 32.7% of net assets.

(p)	Payment-in-kind (PIK) security for which interest income may be received in additional securities and/or cash.

(r)

The remaining maturities of floating rate loans may be less than the stated maturities shown as a result of contractual or optional prepayments by the borrower. Such prepayments cannot be predicted with certainty. These loans may be subject to restrictions on resale. The interest rate shown represents the weighted average of the floating interest rates on settled contracts within the loan facility at period end, unless otherwise indicated. The floating interest rates on settled contracts are determined periodically by reference to a base lending rate and a spread.

(u)	The security was valued using significant unobservable inputs and is considered level 3 under the fair value hierarchy. For further information about the fund’s level 3 holdings, please see Note 2 in the Notes to Financial Statements.

(v)	Affiliated issuer that is available only to investment companies managed by MFS. The rate quoted for the MFS Institutional Money Market Portfolio is the annualized seven-day yield of the fund at period end.

Portfolio of Investments – continued

(z)

Restricted securities are not registered under the Securities Act of 1933 and are subject to legal restrictions on resale. These securities generally may be resold in transactions exempt from registration or to the public if the securities are subsequently registered. Disposal of these securities may involve time-consuming negotiations and prompt sale at an acceptable price may be difficult. The fund holds the following restricted securities:


Restricted Securities	Acquisition Date	Cost		Value
Afren PLC, 11.5%, 2/01/2016	2/11/11		$193,132		$488
ARD Securities Finance, 8.75%, (8.75% cash or 8.75% PIK) 1/31/2023	9/20/18		198,162		187,528
Marriot Ownership Resorts, Inc., 5.625%, 4/15/2023	8/30/18		90,536		90,225
Verscend Escrow Corp., 9.75%, 8/15/2026	10/05/18-10/25/18		45,698		45,113
Total Restricted Securities					$323,354
% of Net assets					0.8%

The following abbreviations are used in this report and are defined:

ADR

American Depositary Receipt

PLC

Public Limited Company

REIT

Real Estate Investment Trust

Abbreviations indicate amounts shown in currencies other than the U.S. dollar. All amounts are stated in U.S. dollars unless otherwise indicated. A list of abbreviations is shown below:

EUR

Euro

Derivative Contracts at 10/31/18

Forward Foreign Currency Exchange Contracts

Currency
Purchased

Currency
Sold

Counterparty

Settlement
Date

Unrealized
Appreciation
(Depreciation)

Asset Derivatives

USD

116,838

EUR

100,000

Goldman Sachs International

1/11/2019

$2,824

See Notes to Financial Statements

Financial Statements

STATEMENT OF ASSETS AND LIABILITIES

At 10/31/18

This statement represents your fund’s balance sheet, which details the assets and liabilities comprising the total value of the fund.


Assets
Investments in unaffiliated issuers, at value (identified cost, $32,912,139)			$36,750,092
Investments in affiliated issuers, at value (identified cost, $1,805,326)			1,805,415
Cash			948
Receivables for
Forward foreign currency exchange contracts			2,824
Investments sold			33,991
Interest and dividends			339,443
Other assets			3,982
Total assets			$38,936,695
Liabilities
Payable to affiliates
Investment adviser			$2,014
Transfer agent and dividend disbursing costs			225
Payable for independent Trustees’ compensation			7,926
Accrued expenses and other liabilities			92,381
Total liabilities			$102,546
Net assets			$38,834,149
Net assets consist of
Paid-in capital			$35,159,030
Total distributable earnings (loss)			3,675,119
Net assets			$38,834,149
Shares of beneficial interest outstanding			7,149,072
Net asset value per share (net assets of $38,834,149 / 7,149,072 shares of beneficial interest outstanding)			$5.43

See Notes to Financial Statements

Financial Statements

STATEMENT OF OPERATIONS

Year ended 10/31/18

This statement describes how much your fund earned in investment income and accrued in expenses. It also describes any gains and/or losses generated by fund operations.


Net investment income (loss)
Income
Interest	$1,323,758
Dividends	346,241
Dividends from affiliated issuers	38,750
Other	4,148
Foreign taxes withheld	(2,466	)
Total investment income	$1,710,431
Expenses
Management fee	$339,734
Transfer agent and dividend disbursing costs	16,427
Administrative services fee	17,500
Independent Trustees’ compensation	10,882
Stock exchange fee	23,796
Custodian fee	5,470
Shareholder communications	50,915
Audit and tax fees	74,738
Legal fees	1,500
Miscellaneous	32,656
Total expenses	$573,618
Net investment income (loss)	$1,136,813
Realized and unrealized gain (loss)
Realized gain (loss) (identified cost basis)
Unaffiliated issuers	$917,547
Affiliated issuers	(138	)
Forward foreign currency exchange contracts	1,795
Foreign currency	184
Net realized gain (loss)	$919,388
Change in unrealized appreciation or depreciation
Unaffiliated issuers	$(2,154,233	)
Affiliated issuers	(101	)
Forward foreign currency exchange contracts	2,824
Translation of assets and liabilities in foreign currencies	(9	)
Net unrealized gain (loss)	$(2,151,519	)
Net realized and unrealized gain (loss)	$(1,232,131	)
Change in net assets from operations	$(95,318	)

See Notes to Financial Statements

Financial Statements

STATEMENTS OF CHANGES IN NET ASSETS

These statements describe the increases and/or decreases in net assets resulting from operations, any distributions, and any shareholder transactions.


	Year ended
	10/31/18			10/31/17
Change in net assets
From operations
Net investment income (loss)		$1,136,813			$1,427,526
Net realized gain (loss)		919,388			1,095,303
Net unrealized gain (loss)		(2,151,519	)		2,578,328
Change in net assets from operations		$(95,318	)		$5,101,157
Distributions to shareholders (a)		$(2,074,125	)		$(1,520,530	)
Tax return of capital distributions to shareholders		$(2,074,137	)		$(2,735,959	)
Change in net assets from fund share transactions		$235,740			$147,832
Total change in net assets		$(4,007,840	)		$992,500
Net assets
At beginning of period		42,841,989			41,849,489
At end of period (b)		$38,834,149			$42,841,989

(a)	Distributions from net investment income and from net realized gain are no longer required to be separately disclosed. See Note 2. For the year ended October 31, 2017, distributions from net investment income were $1,520,530.

(b)	Parenthetical disclosure of accumulated distributions in excess of net investment income is no longer required. See Note 2. For the year ended October 31, 2017, end of period net assets included accumulated distributions in excess of net investment income of $77,222.

See Notes to Financial Statements

Financial Statements

FINANCIAL HIGHLIGHTS

The financial highlights table is intended to help you understand the fund’s financial performance for the past 5 years. Certain information reflects financial results for a single fund share. The total returns in the table represent the rate that an investor would have earned (or lost) on an investment in the fund share class (assuming reinvestment of all distributions) held for the entire period.


	Year ended
	10/31/18			10/31/17			10/31/16			10/31/15			10/31/14
Net asset value, beginning of period		$6.03			$5.91			$6.09			$6.78			$7.05
Income (loss) from investment operations
Net investment income (loss) (d)		$0.16			$0.20	(c)		$0.23			$0.25			$0.28
Net realized and unrealized gain (loss)		(0.18	)		0.52			0.18			(0.29	)		0.15
Total from investment operations		$(0.02	)		$0.72			$0.41			$(0.04	)		$0.43
Less distributions declared to shareholders
From net investment income		$(0.18	)		$(0.21	)		$(0.24	)		$(0.32	)		$(0.42	)
From net realized gain		(0.11	)		—			—			—			—
From tax return of capital		(0.29	)		(0.39	)		(0.35	)		(0.33	)		(0.28	)
Total distributions declared to shareholders		$(0.58	)		$(0.60	)		$(0.59	)		$(0.65	)		$(0.70	)
Net increase from repurchase of capital shares		$—			$0.00	(w)		$—			$—			$—
Net asset value, end of period (x)		$5.43			$6.03			$5.91			$6.09			$6.78
Market value, end of period		$5.49			$6.66			$5.50			$5.53			$7.59
Total return at market value (%)		(8.87	)		33.86			10.75			(19.11	)		14.73
Total return at net asset value (%) (j)(r)(s)(x)		(0.44	)		12.79	(c)		8.07			(0.28	)		5.97
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)		1.39			1.23	(c)		1.42			1.41			1.35
Expenses after expense reductions (f)		N/A			N/A			N/A			N/A			1.35
Net investment income (loss)		2.76			3.35	(c)		3.88			3.80			4.05
Portfolio turnover		33			35			26			29			39
Net assets at end of period (000 omitted)		$38,834			$42,842			$41,849			$43,126			$47,904

See Notes to Financial Statements

Financial Highlights – continued

(c)	Amount reflects a one-time reimbursement of expenses by the custodian (or former custodian) without which net investment income and performance would be lower and expenses would be higher.

(d)	Per share data is based on average shares outstanding.

(f)	Ratios do not reflect reductions from fees paid indirectly, if applicable.

(j)	Total return at net asset value is calculated using the net asset value of the fund, not the publicly traded price and therefore may be different than the total return at market value.

(r)	Certain expenses have been reduced without which performance would have been lower.

(s)	From time to time the fund may receive proceeds from litigation settlements, without which performance would be lower.

(w)	Per share amount was less than $0.01.

(x)	The net asset values and total returns at net asset value have been calculated on net assets which include adjustments made in accordance with U.S. generally accepted accounting principles required at period end for financial reporting purposes.

See Notes to Financial Statements

NOTES TO FINANCIAL STATEMENTS

(1) Business and Organization

MFS Special Value Trust (the fund) is organized as a Massachusetts business trust and is registered under the Investment Company Act of 1940, as amended, as a diversified closed-end management investment company.

The fund is an investment company and accordingly follows the investment company accounting and reporting guidance of the Financial Accounting Standards Board (FASB) Accounting Standards Codification Topic 946 Financial Services – Investment Companies.

(2) Significant Accounting Policies

General – The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of increases and decreases in net assets from operations during the reporting period. Actual results could differ from those estimates. In the preparation of these financial statements, management has evaluated subsequent events occurring after the date of the fund’s Statement of Assets and Liabilities through the date that the financial statements were issued. The fund invests in high-yield securities rated below investment grade. Investments in below investment grade quality securities can involve a substantially greater risk of default or can already be in default, and their values can decline significantly. Below investment grade quality securities tend to be more sensitive to adverse news about the issuer, or the market or economy in general, than higher quality debt instruments. The fund invests in foreign securities. Investments in foreign securities are vulnerable to the effects of changes in the relative values of the local currency and the U.S. dollar and to the effects of changes in each country’s market, economic, industrial, political, regulatory, geopolitical, and other conditions.

In March 2017, the FASB issued Accounting Standards Update 2017-08, Receivables – Nonrefundable Fees and Other Costs (Subtopic 310-20) – Premium Amortization on Purchased Callable Debt Securities (“ASU 2017-08”). For entities that hold callable debt securities at a premium, ASU 2017-08 requires that the premium be amortized to the earliest call date. ASU 2017-08 will be effective for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. Management has evaluated the potential impacts of ASU 2017-08 and believes that adoption of ASU 2017-08 will not have a material effect on the fund’s overall financial position or its overall results of operations.

In August 2018, the FASB issued Accounting Standards Update 2018-13, Fair Value Measurement (Topic 820) – Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement (“ASU 2018-13”) which introduces new fair value disclosure requirements as well as eliminates and modifies certain existing fair value disclosure requirements. ASU 2018-13 would be effective for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years; however, management has elected to early adopt ASU 2018-13 effective with the current reporting period. The impact of the fund’s adoption was limited to changes in

Notes to Financial Statements – continued

the fund’s financial statement disclosures regarding fair value, primarily those disclosures related to transfers between levels of the fair value hierarchy.

In August 2018, the Securities and Exchange Commission (SEC) released its Final Rule on Disclosure Update and Simplification (the “Final Rule”) which is intended to simplify an issuer’s disclosure compliance efforts by removing redundant or outdated disclosure requirements without significantly altering the mix of information provided to investors. Effective with the current reporting period, the fund adopted the Final Rule with the impacts being that the fund is no longer required to present the components of distributable earnings on the Statement of Assets and Liabilities or the sources of distributions to shareholders and the amount of undistributed net investment income on the Statements of Changes in Net Assets.

Balance Sheet Offsetting – The fund’s accounting policy with respect to balance sheet offsetting is that, absent an event of default by the counterparty or a termination of the agreement, the International Swaps and Derivatives Association (ISDA) Master Agreement, or similar agreement, does not result in an offset of reported amounts of financial assets and financial liabilities in the Statement of Assets and Liabilities across transactions between the fund and the applicable counterparty. The fund’s right to setoff may be restricted or prohibited by the bankruptcy or insolvency laws of the particular jurisdiction to which a specific master netting agreement counterparty is subject. Balance sheet offsetting disclosures, to the extent applicable to the fund, have been included in the fund’s Significant Accounting Policies note under the captions for each of the fund’s in-scope financial instruments and transactions.

Investment Valuations – Equity securities, including restricted equity securities, are generally valued at the last sale or official closing price on their primary market or exchange as provided by a third-party pricing service. Equity securities, for which there were no sales reported that day, are generally valued at the last quoted daily bid quotation on their primary market or exchange as provided by a third-party pricing service. Debt instruments and floating rate loans, including restricted debt instruments, are generally valued at an evaluated or composite bid as provided by a third-party pricing service. Short-term instruments with a maturity at issuance of 60 days or less may be valued at amortized cost, which approximates market value. Forward foreign currency exchange contracts are generally valued at the mean of bid and asked prices for the time period interpolated from rates provided by a third-party pricing service for proximate time periods. Open-end investment companies are generally valued at net asset value per share. Securities and other assets generally valued on the basis of information from a third-party pricing service may also be valued at a broker/dealer bid quotation. In determining values, third-party pricing services can utilize both transaction data and market information such as yield, quality, coupon rate, maturity, type of issue, trading characteristics, and other market data. The values of foreign securities and other assets and liabilities expressed in foreign currencies are converted to U.S. dollars using the mean of bid and asked prices for rates provided by a third-party pricing service.

The Board of Trustees has delegated primary responsibility for determining or causing to be determined the value of the fund’s investments (including any fair valuation) to the adviser pursuant to valuation policies and procedures approved by the Board. If the adviser determines that reliable market quotations are not readily available, investments

Notes to Financial Statements – continued

are valued at fair value as determined in good faith by the adviser in accordance with such procedures under the oversight of the Board of Trustees. Under the fund’s valuation policies and procedures, market quotations are not considered to be readily available for most types of debt instruments and floating rate loans and many types of derivatives. These investments are generally valued at fair value based on information from third-party pricing services. In addition, investments may be valued at fair value if the adviser determines that an investment’s value has been materially affected by events occurring after the close of the exchange or market on which the investment is principally traded (such as foreign exchange or market) and prior to the determination of the fund’s net asset value, or after the halting of trading of a specific security where trading does not resume prior to the close of the exchange or market on which the security is principally traded. Events that occur on a frequent basis after foreign markets close (such as developments in foreign markets and significant movements in the U.S. markets) and prior to the determination of the fund’s net asset value may be deemed to have a material effect on the value of securities traded in foreign markets. Accordingly, the fund’s foreign equity securities may often be valued at fair value. The adviser generally relies on third-party pricing services or other information (such as the correlation with price movements of similar securities in the same or other markets; the type, cost and investment characteristics of the security; the business and financial condition of the issuer; and trading and other market data) to assist in determining whether to fair value and at what value to fair value an investment. The value of an investment for purposes of calculating the fund’s net asset value can differ depending on the source and method used to determine value. When fair valuation is used, the value of an investment used to determine the fund’s net asset value may differ from quoted or published prices for the same investment. There can be no assurance that the fund could obtain the fair value assigned to an investment if it were to sell the investment at the same time at which the fund determines its net asset value per share.

Various inputs are used in determining the value of the fund’s assets or liabilities. These inputs are categorized into three broad levels. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, an investment’s level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. The fund’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the investment. Level 1 includes unadjusted quoted prices in active markets for identical assets or liabilities. Level 2 includes other significant observable market-based inputs (including quoted prices for similar securities, interest rates, prepayment speed, and credit risk). Level 3 includes unobservable inputs, which may include the adviser’s own assumptions in determining the fair value of investments. Other financial instruments are derivative instruments,

Notes to Financial Statements – continued

such as forward foreign currency exchange contracts. The following is a summary of the levels used as of October 31, 2018 in valuing the fund’s assets or liabilities:


Financial Instruments	Level 1		Level 2		Level 3		Total
Equity Securities:
United States		$14,510,008		$660		$53,365		$14,564,033
Switzerland		552,455		—		—		552,455
Non-U.S. Sovereign Debt		—		254,329		—		254,329
U.S. Corporate Bonds		—		17,973,605		—		17,973,605
Foreign Bonds		—		3,301,030		—		3,301,030
Floating Rate Loans		—		104,640		—		104,640
Mutual Funds		1,805,415		—		—		1,805,415
Total		$16,867,878		$21,634,264		$53,365		$38,555,507

Other Financial Instruments
Forward Foreign Currency Exchange
Contracts – Assets		$—		$2,824		$—		$2,824

For further information regarding security characteristics, see the Portfolio of Investments.

The following is a reconciliation of level 3 assets for which significant unobservable inputs were used to determine fair value. The table presents the activity of level 3 securities held at the beginning and the end of the period.


	Equity Securities
Balance as of 10/31/17		$53,365
Change in unrealized appreciation or depreciation		0
Balance as of 10/31/18		$53,365

The net change in unrealized appreciation or depreciation from investments held as level 3 at October 31, 2018 is $0. At October 31, 2018, the fund held one level 3 security.

Foreign Currency Translation – Purchases and sales of foreign investments, income, and expenses are converted into U.S. dollars based upon currency exchange rates prevailing on the respective dates of such transactions or on the reporting date for foreign denominated receivables and payables. Gains and losses attributable to foreign currency exchange rates on sales of securities are recorded for financial statement purposes as net realized gains and losses on investments. Gains and losses attributable to foreign exchange rate movements on receivables, payables, income and expenses are recorded for financial statement purposes as foreign currency transaction gains and losses. That portion of both realized and unrealized gains and losses on investments that results from fluctuations in foreign currency exchange rates is not separately disclosed.

Derivatives – The fund uses derivatives primarily to increase or decrease exposure to a particular market or segment of the market, or security, to increase or decrease interest rate or currency exposure, or as alternatives to direct investments. Derivatives are used for hedging or non-hedging purposes. While hedging can reduce or eliminate losses, it can also reduce or eliminate gains. When the fund uses derivatives as an investment to

Notes to Financial Statements – continued

increase market exposure, or for hedging purposes, gains and losses from derivative instruments may be substantially greater than the derivative’s original cost.

The derivative instruments used by the fund during the period were forward foreign currency exchange contracts. Depending on the type of derivative, the fund may exit a derivative position by entering into an offsetting transaction with a counterparty or exchange, negotiating an agreement with the derivative counterparty, or novating the position to a third party. The fund’s period end derivatives, as presented in the Portfolio of Investments and the associated Derivative Contract tables, generally are indicative of the volume of its derivative activity during the period.

The following table presents, by major type of derivative contract, the fair value, on a gross basis, of the asset and liability components of derivatives held by the fund at October 31, 2018 as reported in the Statement of Assets and Liabilities:

The following table presents, by major type of derivative contract, the realized gain (loss) on derivatives held by the fund for the year ended October 31, 2018 as reported in the Statement of Operations:


Risk	Forward Foreign Currency Exchange Contracts
Foreign exchange		$1,795

The following table presents, by major type of derivative contract, the change in unrealized appreciation or depreciation on derivatives held by the fund for the year ended October 31, 2018 as reported in the Statement of Operations:


Risk	Forward Foreign Currency Exchange Contracts
Foreign exchange		$2,824

Derivative counterparty credit risk is managed through formal evaluation of the creditworthiness of all potential counterparties. On certain, but not all, uncleared derivatives, the fund attempts to reduce its exposure to counterparty credit risk whenever possible by entering into an ISDA Master Agreement on a bilateral basis. The ISDA Master Agreement gives each party to the agreement the right to terminate all transactions traded under such agreement if there is a specified deterioration in the credit quality of the other party. Upon an event of default or a termination of the ISDA Master Agreement, the non-defaulting party has the right to close out all transactions traded under such agreement and to net amounts owed under each agreement to one net amount payable by one party to the other. This right to close out and net payments across all transactions traded under the ISDA Master Agreement could result in a reduction of the fund’s credit risk to such counterparty equal to any amounts payable by the fund under the applicable transactions, if any.

Notes to Financial Statements – continued

Collateral and margin requirements differ by type of derivative. For cleared derivatives (e.g., futures contracts, cleared swaps, and exchange-traded options), margin requirements are set by the clearing broker and the clearing house and collateral, in the form of cash or securities, is posted by the fund directly with the clearing broker. Collateral terms are counterparty agreement specific for uncleared derivatives (e.g., forward foreign currency exchange contracts, uncleared swap agreements, and uncleared options) and collateral, in the form of cash and securities, is held in segregated accounts with the fund’s custodian in connection with these agreements. For derivatives traded under an ISDA Master Agreement, which contains a collateral support annex, the collateral requirements are netted across all transactions traded under such counterparty-specific agreement and one amount is posted from one party to the other to collateralize such obligations. Cash that has been segregated or delivered to cover the fund’s collateral or margin obligations under derivative contracts, if any, will be reported separately in the Statement of Assets and Liabilities as restricted cash for uncleared derivatives and/or deposits with brokers for cleared derivatives. Securities pledged as collateral or margin for the same purpose, if any, are noted in the Portfolio of Investments. The fund may be required to make payments of interest on uncovered collateral or margin obligations with the broker. Any such payments are included in “Miscellaneous” expense in the Statement of Operations.

Forward Foreign Currency Exchange Contracts – The fund entered into forward foreign currency exchange contracts for the purchase or sale of a specific foreign currency at a fixed price on a future date. These contracts may be used to hedge the fund’s currency risk or for non-hedging purposes. For hedging purposes, the fund may enter into contracts to deliver or receive foreign currency that the fund will receive from or use in its normal investment activities. The fund may also use contracts to hedge against declines in the value of foreign currency denominated securities due to unfavorable exchange rate movements. For non-hedging purposes, the fund may enter into contracts with the intent of changing the relative exposure of the fund’s portfolio of securities to different currencies to take advantage of anticipated exchange rate changes.

Forward foreign currency exchange contracts are adjusted by the daily exchange rate of the underlying currency and any unrealized gains or losses are recorded as a receivable or payable for forward foreign currency exchange contracts until the contract settlement date. On contract settlement date, any gain or loss on the contract is recorded as realized gains or losses on forward foreign currency exchange contracts.

Risks may arise upon entering into these contracts from unanticipated movements in the value of the contract and from the potential inability of counterparties to meet the terms of their contracts. Generally, the fund’s maximum risk due to counterparty credit risk is the unrealized gain on the contract due to the use of Continuous Linked Settlement, a multicurrency cash settlement system for the centralized settlement of foreign transactions. This risk is mitigated in cases where there is an ISDA Master Agreement between the fund and the counterparty providing for netting as described above and, where applicable, by the posting of collateral by the counterparty to the fund to cover the fund’s exposure to the counterparty under such ISDA Master Agreement.

Notes to Financial Statements – continued

Loans and Other Direct Debt Instruments – The fund invests in loans and loan participations or other receivables. These investments may include standby financing commitments, including revolving credit facilities, which contractually obligate the fund to supply additional cash to the borrower on demand. The fund generally provides this financial support in order to preserve its existing investment or to obtain a more senior secured interest in the assets of the borrower. Loan participations involve a risk of insolvency of the lending bank or other financial intermediary.

Indemnifications – Under the fund’s organizational documents, its officers and Trustees may be indemnified against certain liabilities and expenses arising out of the performance of their duties to the fund. Additionally, in the normal course of business, the fund enters into agreements with service providers that may contain indemnification clauses. The fund’s maximum exposure under these agreements is unknown as this would involve future claims that may be made against the fund that have not yet occurred.

Investment Transactions and Income – Investment transactions are recorded on the trade date. Interest income is recorded on the accrual basis. All premium and discount is amortized or accreted for financial statement purposes in accordance with U.S. generally accepted accounting principles. The fund earns certain fees in connection with its floating rate loan purchasing activities. These fees are in addition to interest payments earned and may include amendment fees, commitment fees, facility fees, consent fees, and prepayment fees. Commitment fees are recorded on an accrual basis as income in the accompanying financial statements. Dividends received in cash are recorded on the ex-dividend date. Certain dividends from foreign securities will be recorded when the fund is informed of the dividend if such information is obtained subsequent to the ex-dividend date. Dividend and interest payments received in additional securities are recorded on the ex-dividend or ex-interest date in an amount equal to the value of the security on such date. Debt obligations may be placed on non-accrual status or set to accrue at a rate of interest less than the contractual coupon when the collection of all or a portion of interest has become doubtful. Interest income for those debt obligations may be further reduced by the write-off of the related interest receivables when deemed uncollectible.

The fund may receive proceeds from litigation settlements. Any proceeds received from litigation involving portfolio holdings are reflected in the Statement of Operations in realized gain/loss if the security has been disposed of by the fund or in unrealized gain/loss if the security is still held by the fund. Any other proceeds from litigation not related to portfolio holdings are reflected as other income in the Statement of Operations.

Tax Matters and Distributions – The fund intends to qualify as a regulated investment company, as defined under Subchapter M of the Internal Revenue Code, and to distribute all of its taxable income, including realized capital gains. As a result, no provision for federal income tax is required. The fund’s federal tax returns, when filed, will remain subject to examination by the Internal Revenue Service for a three year period. Management has analyzed the fund’s tax positions taken on federal and state tax returns for all open tax years and does not believe that there are any uncertain tax positions that require recognition of a tax liability. Foreign taxes, if any, have been accrued by the fund in the accompanying financial statements in accordance with the

Notes to Financial Statements – continued

applicable foreign tax law. Foreign income taxes may be withheld by certain countries in which the fund invests. Additionally, capital gains realized by the fund on securities issued in or by certain foreign countries may be subject to capital gains tax imposed by those countries.

Distributions to shareholders are recorded on the ex-dividend date. The fund seeks to pay monthly distributions based on an annual rate of 10.00% of the fund’s average monthly net asset value. As a result, distributions may exceed actual earnings which may result in a tax return of capital or, to the extent the fund has long-term gains and a capital loss carryforward, distributions of current year long-term gains may be recharacterized as ordinary income. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from U.S. generally accepted accounting principles. Certain capital accounts in the financial statements are periodically adjusted for permanent differences in order to reflect their tax character. These adjustments have no impact on net assets or net asset value per share. Temporary differences which arise from recognizing certain items of income, expense, gain or loss in different periods for financial statement and tax purposes will reverse at some time in the future.

Book/tax differences primarily relate to defaulted bonds and amortization and accretion of debt securities.

The tax character of distributions declared to shareholders for the last two fiscal years is as follows:


	Year ended 10/31/18		Year ended 10/31/17
Ordinary income (including any short-term capital gains) (a)		$1,295,488		$1,520,530
Long-term capital gains		778,637		—
Tax return of capital (b)		2,074,137		2,735,959
Total distributions		$4,148,262		$4,256,489

(a)

Included in the fund’s distributions from ordinary income for the years ended October 31, 2018 and October 31, 2017 is $89,992 and $50,216, respectively, in excess of investment company taxable income which, in accordance with applicable U.S. tax law, is taxable to shareholders as ordinary income distributions.

(b)	Distributions in excess of tax basis earnings and profits are reported in the financial statements as a tax return of capital.

The federal tax cost and the tax basis components of distributable earnings were as follows:


As of 10/31/18
Cost of investments	$34,851,581
Gross appreciation	4,985,130
Gross depreciation	(1,278,380	)
Net unrealized appreciation (depreciation)	$3,706,750
Other temporary differences	(31,631	)

Notes to Financial Statements – continued

(3) Transactions with Affiliates

Investment Adviser – The fund has an investment advisory agreement with MFS to provide overall investment management and related administrative services and facilities to the fund. The management fee is computed daily and paid monthly at an annual rate of 0.68% of the fund’s average daily net assets and 3.40% of gross income. Gross income is calculated based on tax elections that generally include the accretion of discount and exclude the amortization of premium, which may differ from investment income reported in the Statement of Operations. MFS has agreed to reduce its management fee to the lesser of the contractual management fee as set forth above or 0.90% of the fund’s average daily net assets. This written agreement will continue until modified by the fund’s Board of Trustees, but such agreement will continue at least until October 31, 2019. For the year ended October 31, 2018, the fund’s average daily net assets and gross income fees did not meet the thresholds required to waive the management fee under this agreement. The management fee, from net assets and gross income, incurred for the year ended October 31, 2018 was equivalent to an annual effective rate of 0.83% of the fund’s average daily net assets.

Transfer Agent – The fund engages Computershare Trust Company, N.A. (“Computershare”) as the sole transfer agent for the fund. MFS Service Center, Inc. (MFSC) monitors and supervises the activities of Computershare for an agreed upon fee approved by the Board of Trustees. For the year ended October 31, 2018, these fees paid to MFSC amounted to $2,363.

Administrator – MFS provides certain financial, legal, shareholder communications, compliance, and other administrative services to the fund. Under an administrative services agreement, the fund reimburses MFS the costs incurred to provide these services. The fund is charged an annual fixed amount of $17,500 plus a fee based on average daily net assets. The administrative services fee incurred for the year ended October 31, 2018 was equivalent to an annual effective rate of 0.0425% of the fund’s average daily net assets.

Trustees’ and Officers’ Compensation – The fund pays compensation to independent Trustees in the form of a retainer, attendance fees, and additional compensation to Board and Committee chairpersons. The fund does not pay compensation directly to Trustees or officers of the fund who are also officers of the investment adviser, all of whom receive remuneration for their services to the fund from MFS. Certain officers and Trustees of the fund are officers or directors of MFS and MFSC.

Prior to December 31, 2001, the fund had an unfunded defined benefit plan (“DB plan”) for independent Trustees. As of December 31, 2001, the Board took action to terminate the DB plan with respect to then-current and any future independent Trustees, such that the DB plan covers only certain of those former independent Trustees who retired on or before December 31, 2001. The DB plan resulted in a pension expense of $2,767 and is included in “Independent Trustees’ compensation” in the Statement of Operations for the year ended October 31, 2018. The liability for deferred retirement benefits payable to those former independent Trustees under the DB plan amounted to $7,924 at October 31, 2018, and is included in “Payable for independent Trustees’ compensation” in the Statement of Assets and Liabilities.

Notes to Financial Statements – continued

Other – This fund and certain other funds managed by MFS (the funds) have entered into a service agreement (the ISO Agreement) which provides for payment of fees solely by the funds to Tarantino LLC in return for the provision of services of an Independent Senior Officer (ISO) for the funds. Frank L. Tarantino serves as the ISO and is an officer of the funds and the sole member of Tarantino LLC. The funds can terminate the ISO Agreement with Tarantino LLC at any time under the terms of the ISO Agreement. For the year ended October 31, 2018, the fee paid by the fund under this agreement was $66 and is included in “Miscellaneous” expense in the Statement of Operations. MFS has agreed to bear all expenses associated with office space, other administrative support, and supplies provided to the ISO.

The fund invests in the MFS Institutional Money Market Portfolio which is managed by MFS and seeks current income consistent with preservation of capital and liquidity. This money market fund does not pay a management fee to MFS.

Effective on or about January 3, 2018, the adviser has voluntarily undertaken to reimburse the fund from its own resources on a quarterly basis for the cost of investment research embedded in the cost of the fund’s securities trades. This

agreement may be rescinded at any time. For the period on or about January 3, 2018 to October 31, 2018, this reimbursement amounted to $227, which is included in “Other” income in the Statement of Operations.

(4) Portfolio Securities

For the year ended October 31, 2018, purchases and sales of investments, other than short-term obligations, aggregated $12,774,368 and $14,866,845, respectively.

(5) Shares of Beneficial Interest

The fund’s Declaration of Trust permits the Trustees to issue an unlimited number of full and fractional shares of beneficial interest. The Trustees have authorized the repurchase by the fund of up to 10% annually of its own shares of beneficial interest. The fund repurchased 249 shares of beneficial interest during the year ended October 31, 2017 at an average price per share of $5.43 and a weighted average discount of 7.65% per share. Transactions in fund shares were as follows:


	Year ended 10/31/18				Year ended 10/31/17
	Shares		Amount		Shares			Amount
Shares issued to shareholders in reinvestment of distributions		40,652		$235,740		24,202			$149,184
Capital shares reacquired		—		—		(249	)		(1,352	)
Net change		40,652		$235,740		23,953			$147,832

(6) Line of Credit

The fund and certain other funds managed by MFS participate in a $1.25 billion unsecured committed line of credit, subject to a $1 billion sublimit, provided by a syndication of banks under a credit agreement. Borrowings may be made for temporary financing needs. Interest is charged to each fund, based on its borrowings, generally at a rate equal to the higher of the Overnight Bank Funding rate or daily one month LIBOR plus an agreed upon spread. A commitment fee, based on the average daily, unused portion of the committed line of credit, is allocated among the

Notes to Financial Statements – continued

participating funds. In addition, the fund and other funds managed by MFS have established unsecured uncommitted borrowing arrangements with certain banks for temporary financing needs. Interest is charged to each fund, based on its borrowings, at a rate equal to the Overnight Bank Funding rate plus an agreed upon spread. For the year ended October 31, 2018, the fund’s commitment fee and interest expense were $242 and $0, respectively, and are included in “Miscellaneous” expense in the Statement of Operations.

(7) Investments in Affiliated Issuers

An affiliated issuer may be considered one in which the fund owns 5% or more of the outstanding voting securities, or a company which is under common control. For the purposes of this report, the fund assumes the following to be affiliated issuers:


Affiliated Issuers				Beginning Shares/Par Amount			Acquisitions Shares/Par Amount		Dispositions Shares/Par Amount			Ending Shares/Par Amount
MFS Institutional Money Market Portfolio					2,545,079			8,714,784		(9,454,267	)		1,805,596

Affiliated Issuers	Realized Gain (Loss)			Change in Unrealized Appreciation/ Depreciation			Capital Gain Distributions		Dividend Income			Ending Value
MFS Institutional Money Market Portfolio		$(138	)		$(101	)		$—		$38,750			$1,805,415

(8) Legal Proceedings

In May 2015, the Motors Liquidation Company Avoidance Action Trust (hereafter, “AAT”) served upon the fund a complaint in an adversary proceeding in the U.S. Bankruptcy Court for the Southern District of New York, captioned Motors Liquidation Company Avoidance Action Trust v. JPMorgan Chase Bank, N.A., et al. (No. 09-00504 (REG)). The complaint, which was originally filed in 2009 but not served on the fund until 2015, names as defendants over 500 entities (including the fund) that held an interest in a $1.5 billion General Motors (GM) term loan in 2009, when GM filed for bankruptcy. The AAT alleges that the fund and the other term loan lenders were improperly treated as secured lenders with respect to the term loan shortly before and immediately after GM’s bankruptcy, receiving full principal and interest payments under the loan. The AAT alleges that the fund and other term loan lenders should have been treated as unsecured (or partially unsecured) creditors because the main lien securing the collateral was allegedly not perfected at the time of GM’s bankruptcy due to an erroneous filing in October 2008 that terminated the financing statement perfecting the lien. The AAT seeks to claw back payments made to the fund and the other term loan lenders after, and during the 90 days before, GM’s June 2009 bankruptcy petition. During that time period, the fund received term loan payments of approximately $280,000. The fund cannot predict the outcome of this proceeding. Among other things, it is unclear whether the AAT’s claims will succeed; what the fund would be entitled to as an unsecured (or partially unsecured) creditor, given the existence of other collateral not impacted by the erroneous October 2008 filing; whether third parties responsible for the erroneous October 2008 filing would bear

Notes to Financial Statements – continued

some or all of any liability; and the degree to which the fund may be entitled to indemnification from a third party for any amount required to be disgorged. The fund has and will continue to incur legal expenses associated with the defense of this action and in related claims against third parties.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and the Board of Trustees of MFS Special Value Trust

Opinion on the Financial Statements

We have audited the accompanying statement of assets and liabilities of MFS Special Value Trust (the “Fund”), including the portfolio of investments, as of October 31, 2018, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, the financial highlights for each of the five years in the period then ended and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund at October 31, 2018, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and its financial highlights for each of the five years in the period then ended, in conformity with U.S. generally accepted accounting principles.

Basis for Opinion

These financial statements are the responsibility of the Fund’s management. Our responsibility is to express an opinion on the Fund’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Fund in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Fund is not required to have, nor were we engaged to perform, an audit of the Fund’s internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of October 31, 2018, by correspondence with the custodian and others. Our audits also included evaluating the

Report of Independent Registered Public Accounting Firm – continued

accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

LOGO

We have served as the auditor of one or more MFS investment companies since 1993.

Boston, Massachusetts

December 14, 2018

RESULTS OF SHAREHOLDER MEETING

(unaudited)

At the annual meeting of shareholders of MFS Special Value Trust, which was held on October 4, 2018, the following action was taken:

Item 1: To elect the following individuals as Trustees:


	Number of Shares
Nominee	For		Withheld Authority
John A. Caroselli		5,923,544.072		181,861.368
Clarence Otis, Jr.		5,874,803.072		230,602.368
Robin A. Stelmach		5,884,261.072		221,144.368

TRUSTEES AND OFFICERS — IDENTIFICATION AND BACKGROUND

The Trustees and Officers of the Trust, as of December 1, 2018, are listed below, together with their principal occupations during the past five years. (Their titles may have varied during that period.) The address of each Trustee and Officer is 111 Huntington Avenue, Boston, Massachusetts 02199-7618.

Name, Age

Position(s)
Held

with Fund

Trustee/

Officer

Since^(h)

Term

Expiring

Number
of MFS
Funds
overseen
by the
Trustee

Principal
Occupations

During

the Past

Five Years

Other

Directorships
During the

Past Five
Years^(j)

INTERESTED TRUSTEES

Robert J. Manning^(k)

(age 55)

Trustee

February 2004

2019

135

Massachusetts Financial Services Company, Executive Chairman (since January 2017); Director; Chairman of the Board; Chief Executive Officer (until 2015); Co-Chief Executive Officer (2015-2016)

N/A

Robin A. Stelmach^(k)

(age 57)

Trustee

January 2014

2021

135

Massachusetts Financial Services Company, Vice Chair (since January 2017); Chief Operating Officer and Executive Vice President (until January 2017)

N/A

INDEPENDENT TRUSTEES

John P. Kavanaugh

(age 64)

Trustee and Chair of Trustees

January 2009

2020

135

Private investor

N/A

Steven E. Buller

(age 67)

Trustee

February 2014

2020

135

Financial Accounting Standards Advisory Council, Chairman (2014-2015); Public Company Accounting Oversight Board, Standing Advisory Group, Member (until 2014); BlackRock, Inc. (investment management), Managing Director (until 2014), BlackRock Finco UK (investment management), Director (until 2014)

N/A

Trustees and Officers – continued

Name, Age

Position(s)
Held

with Fund

Trustee/

Officer

Since^(h)

Term

Expiring

Number
of MFS
Funds
overseen
by the
Trustee

Principal
Occupations

During

the Past

Five Years

Other

Directorships
During the

Past Five
Years^(j)

John A. Caroselli

(age 64)

Trustee

March 2017

2021

135

JC Global Advisors, LLC (management consulting), President (since 2015); First Capital Corporation (commercial finance), Executive Vice President (until 2015)

N/A

Maureen R. Goldfarb

(age 63)

Trustee

January 2009

2019

135

Private investor

N/A

Michael Hegarty

(age 73)

Trustee

December 2004

2020

135

Private investor

Rouse Properties Inc., Director (until 2016); Capmark Financial Group Inc., Director (until 2015)

Clarence Otis, Jr.

(age 62)

Trustee

March 2017

2021

135

Darden Restaurants, Inc., Chief Executive Officer (until 2014)

VF Corporation, Director; Verizon Communications, Inc., Director; The Travelers Companies, Director; Federal Reserve Bank of Atlanta, Director (until 2015)

Maryanne L. Roepke

(age 62)

Trustee

May 2014

2019

135

American Century Investments (investment management), Senior Vice President and Chief Compliance Officer (until 2014)

N/A

Laurie J. Thomsen

(age 61)

Trustee

March 2005

2019

135

Private investor

The Travelers Companies, Director; Dycom Industries, Inc., Director (since 2015)

Trustees and Officers – continued


Name, Age	Position(s) Held with Fund	Trustee/Officer Since^(h)	Term Expiring	Number of MFS Funds for which the Person is an Officer	Principal Occupations During the Past Five Years
OFFICERS
Christopher R. Bohane^(k) (age 44)	Assistant Secretary and Assistant Clerk	July 2005	N/A	135	Massachusetts Financial Services Company, Vice President and Assistant General Counsel
Kino Clark^(k) (age 50)	Assistant Treasurer	January 2012	N/A	135	Massachusetts Financial Services Company, Vice President
John W. Clark, Jr.^(k) (age 51)	Assistant Treasurer	April 2017	N/A	135	Massachusetts Financial Services Company, Vice President (since March 2017); Deutsche Bank (financial services), Department Head – Treasurer’s Office (until February 2017)
Thomas H. Connors^(k) (age 59)	Assistant Secretary and Assistant Clerk	September 2012	N/A	135	Massachusetts Financial Services Company, Vice President and Senior Counsel
Ethan D. Corey^(k) (age 55)	Assistant Secretary and Assistant Clerk	July 2005	N/A	135	Massachusetts Financial Services Company, Senior Vice President and Associate General Counsel
David L. DiLorenzo^(k) (age 50)	President	July 2005	N/A	135	Massachusetts Financial Services Company, Senior Vice President
Heidi W. Hardin^(k) (age 51)	Secretary and Clerk	April 2017	N/A	135	Massachusetts Financial Services Company, Executive Vice President and General Counsel (since March 2017); Harris Associates (investment management), General Counsel (from September 2015 to January 2017); Janus Capital Management LLC (investment management), Senior Vice President and General Counsel (until September 2015)

Trustees and Officers – continued


Name, Age	Position(s) Held with Fund	Trustee/Officer Since^(h)	Term Expiring	Number of MFS Funds for which the Person is an Officer	Principal Occupations During the Past Five Years
Brian E. Langenfeld^(k) (age 45)	Assistant Secretary and Assistant Clerk	June 2006	N/A	135	Massachusetts Financial Services Company, Vice President and Senior Counsel
Amanda S. Mooradian^(k) (age 39)	Assistant Secretary and Assistant Clerk	September 2018	N/A	135	Massachusetts Financial Services Company, Assistant Vice President and Counsel
Susan A. Pereira^(k) (age 48)	Assistant Secretary and Assistant Clerk	July 2005	N/A	135	Massachusetts Financial Services Company, Vice President and Senior Counsel
Kasey L. Phillips^(k) (age 47)	Assistant Treasurer	September 2012	N/A	135	Massachusetts Financial Services Company, Vice President
Matthew A. Stowe^(k) (age 44)	Assistant Secretary and Assistant Clerk	October 2014	N/A	135	Massachusetts Financial Services Company, Vice President and Assistant General Counsel
Frank L. Tarantino (age 74)	Independent Senior Officer	June 2004	N/A	135	Tarantino LLC (provider of compliance services), Principal
Richard S. Weitzel^(k) (age 48)	Assistant Secretary and Assistant Clerk	October 2007	N/A	135	Massachusetts Financial Services Company, Senior Vice President and Associate General Counsel
Martin J. Wolin^(k) (age 51)	Chief Compliance Officer	July 2015	N/A	135	Massachusetts Financial Services Company, Senior Vice President and Chief Compliance Officer (since July 2015); Mercer (financial service provider), Chief Risk and Compliance Officer, North America and Latin America (until June 2015)
James O. Yost^(k) (age 58)	Treasurer	September 1990	N/A	135	Massachusetts Financial Services Company, Senior Vice President

Trustees and Officers – continued

(h)

Date first appointed to serve as Trustee/officer of an MFS Fund. Each Trustee has served continuously since appointment unless indicated otherwise. For the period from December 15, 2004 until February 22, 2005, Mr. Manning served as Advisory Trustee. From January 2012 through December 2016, Messrs. DiLorenzo and Yost served as Treasurer and Deputy Treasurer of the Funds, respectively.

(j)	Directorships or trusteeships of companies required to report to the Securities and Exchange Commission (i.e., “public companies”).

(k)

“Interested person” of the Trust within the meaning of the Investment Company Act of 1940 (referred to as the 1940 Act), which is the principal federal law governing investment companies like the fund, as a result of a position with MFS. The address of MFS is 111 Huntington Avenue, Boston, Massachusetts 02199-7618.

The Trust holds annual shareholder meetings for the purpose of electing Trustees, and Trustees are elected for fixed terms. The Board of Trustees is currently divided into three classes, each having a term of three years which term expires on the date of the third annual meeting following the election to office of the Trustee’s class. Each year the term of one class expires. Each Trustee and officer will serve until next elected or his or her earlier death, resignation, retirement or removal. Under the terms of the Board’s retirement policy, an Independent Trustee shall retire at the end of the calendar year in which he or she reaches the earlier of 75 years of age or 15 years of service on the Board (or, in the case of any Independent Trustee who joined the Board prior to 2015, 20 years of service on the Board).

Messrs. Buller and Otis and Ms. Roepke are members of the Trust’s Audit Committee.

Each of the Interested Trustees and certain Officers hold comparable officer positions with certain affiliates of MFS.


Investment Adviser		Custodian
Massachusetts Financial Services Company		State Street Bank and Trust Company
111 Huntington Avenue		1 Lincoln Street
Boston, MA 02199-7618		Boston, MA 02111-2900
Portfolio Manager(s)		Independent Registered Public Accounting Firm
Ward Brown		Ernst & Young LLP
Nevin Chitkara		200 Clarendon Street
David Cole		Boston, MA 02116
Matt Ryan
Michael Skatrud

BOARD REVIEW OF INVESTMENT ADVISORY AGREEMENT

The Investment Company Act of 1940 requires that both the full Board of Trustees and a majority of the non-interested (“independent”) Trustees, voting separately, annually approve the continuation of the Fund’s investment advisory agreement with MFS. The Trustees consider matters bearing on the Fund and its advisory arrangements at their meetings throughout the year, including a review of performance data at each regular meeting. In addition, the independent Trustees met several times over the course of three months beginning in May and ending in July, 2018 (“contract review meetings”) for the specific purpose of considering whether to approve the continuation of the investment advisory agreement for the Fund and the other investment companies that the Board oversees (the “MFS Funds”). The independent Trustees were assisted in their evaluation of the Fund’s investment advisory agreement by independent legal counsel, from whom they received separate legal advice and with whom they met separately from MFS during various contract review meetings. The independent Trustees were also assisted in this process by the MFS Funds’ Independent Senior Officer, a senior officer appointed by and reporting to the independent Trustees.

In connection with their deliberations regarding the continuation of the investment advisory agreement, the Trustees, including the independent Trustees, considered such information and factors as they believed, in light of the legal advice furnished to them and their own business judgment, to be relevant. The investment advisory agreement for the Fund was considered separately, although the Trustees also took into account the common interests of all MFS Funds in their review. As described below, the Trustees considered the nature, quality, and extent of the various investment advisory, administrative, and shareholder services performed by MFS under the existing investment advisory agreement and other arrangements with the Fund.

In connection with their contract review meetings, the Trustees received and relied upon materials that included, among other items: (i) information provided by Broadridge Financial Solutions, Inc. (“Broadridge”), an independent third party, on the investment performance (based on net asset value) of the Fund for various time periods ended December 31, 2017 and the investment performance (based on net asset value) of a group of funds with substantially similar investment classifications/ objectives (the “Broadridge performance universe”), (ii) information provided by Broadridge on the Fund’s advisory fees and other expenses and the advisory fees and other expenses of comparable funds identified by Broadridge. (the “Broadridge expense group”), (iii) information provided by MFS on the advisory fees of portfolios of other clients of MFS, including institutional separate accounts and other clients, (iv) information as to whether and to what extent applicable expense waivers, reimbursements or fee “breakpoints” are observed for the Fund, (v) information regarding MFS’ financial results and financial condition, including MFS’ and certain of its affiliates’ estimated profitability from services performed for the Fund and the MFS Funds as a whole, and compared to MFS’ institutional business, (vi) MFS’ views regarding the outlook for the mutual fund industry and the strategic business plans of MFS, (vii) descriptions of various functions performed by MFS for the Funds, such as compliance monitoring and portfolio trading practices, and (viii) information regarding the overall organization of MFS, including information about MFS’ senior management and other personnel

Board Review of Investment Advisory Agreement – continued

providing investment advisory, administrative and other services to the Fund and the other MFS Funds. The comparative performance, fee and expense information prepared and provided by Broadridge was not independently verified and the independent Trustees did not independently verify any information provided to them by MFS.

The Trustees’ conclusion as to the continuation of the investment advisory agreement was based on a comprehensive consideration of all information provided to the Trustees and not the result of any single factor. Some of the factors that figured particularly in the Trustees’ deliberations are described below, although individual Trustees may have evaluated the information presented differently from one another, giving different weights to various factors. It is also important to recognize that the fee arrangements for the Fund and other MFS Funds are the result of years of review and discussion between the independent Trustees and MFS, that certain aspects of such arrangements may receive greater scrutiny in some years than in others, and that the Trustees’ conclusions may be based, in part, on their consideration of these same arrangements during the course of the year and in prior years.

Based on information provided by Broadridge and MFS, the Trustees reviewed the Fund’s total return investment performance as well as the Broadridge performance universe over various time periods. The Trustees placed particular emphasis on the total return performance of the Fund’s common shares in comparison to the performance of funds in its Broadridge performance universe over the three-year period ended December 31, 2017, which the Trustees believed was a long enough period to reflect differing market conditions. The total return performance of the Fund’s common shares ranked 1st out of a total of 4 funds in the Broadridge performance universe for this three-year period (a ranking of first place out of the total number of funds in the performance universe indicating the best performer and a ranking of last place out of the total number of funds in the performance universe indicating the worst performer). The total return performance of the Fund’s common shares ranked 1st out of a total of 5 funds for the one-year period and 1st out of a total of 3 funds for the five-year period ended December 31, 2017. Given the size of the Broadridge performance universe and information previously provided by MFS regarding differences between the Fund and other funds in its Broadridge performance universe, the Trustees also reviewed the Fund’s performance in comparison to a custom benchmark developed by MFS. The Fund outperformed its custom benchmark for the one-year period ended December 31, 2017 and underperformed its custom benchmark for each of the three- and five-year periods ended December 31, 2017 (one-year: 10.6% total return for the Fund versus 9.8% total return for the benchmark; three-year: 7.1% total return for the Fund versus 7.3% total return for the benchmark; five-year: 7.6% total return for the Fund versus 8.5% total return for the benchmark). Because of the passage of time, these performance results may differ from the performance results for more recent periods, including those shown elsewhere in this report.

In the course of their deliberations, the Trustees took into account information provided by MFS in connection with the contract review meetings, as well as during investment review meetings conducted with portfolio management personnel during the course of the year regarding the Fund’s performance. After reviewing these and

Board Review of Investment Advisory Agreement – continued

related factors, the Trustees concluded, within the context of their overall conclusions regarding the investment advisory agreement, that they were satisfied with MFS’ responses and efforts relating to investment performance.

In assessing the reasonableness of the Fund’s advisory fee, the Trustees considered, among other information, the Fund’s advisory fee and the total expense ratio of the Fund’s common shares as a percentage of average daily net assets and the advisory fee and total expense ratios of peer groups of funds based on information provided by Broadridge. The Trustees considered that MFS has agreed in writing to reduce its advisory fee, which may not be changed without the Trustees’ approval. The Trustees also considered that, according to the data provided by Broadridge (which takes into account any fee reductions or expense limitations that were in effect during the Fund’s last fiscal year), the Fund’s effective advisory fee rate and the Fund’s total expense ratio were each approximately at the Broadridge expense group median.

The Trustees also considered the advisory fees charged by MFS to any institutional separate accounts advised by MFS (“separate accounts”) and unaffiliated investment companies for which MFS serves as subadviser (“subadvised funds”) that have comparable investment strategies to the Fund, if any. In comparing these fees, the Trustees considered information provided by MFS as to the generally broader scope of services provided by MFS to the Fund, as well as the more extensive regulatory burdens imposed on MFS in managing the Fund, in comparison to separate accounts and subadvised funds.

The Trustees considered that, as a closed-end fund, the Fund is unlikely to experience meaningful asset growth. As a result, the Trustees did not view the potential for realization of economies of scale as the Fund’s assets grow to be a material factor in their deliberations. The Trustees noted that they would consider economies of scale in the future in the event the Fund experiences significant asset growth, such as through an offering of preferred shares (which is not currently contemplated) or a material increase in the market value of the Fund’s portfolio securities.

The Trustees also considered information prepared by MFS relating to MFS’ costs and profits with respect to the Fund, the MFS Funds considered as a group, and other investment companies and accounts advised by MFS, as well as MFS’ methodologies used to determine and allocate its costs to the MFS Funds, the Fund and other accounts and products for purposes of estimating profitability.

After reviewing these and other factors described herein, the Trustees concluded, within the context of their overall conclusions regarding the investment advisory agreement, that the advisory fees charged to the Fund represent reasonable compensation in light of the services being provided by MFS to the Fund.

In addition, the Trustees considered MFS’ resources and related efforts to continue to retain, attract and motivate capable personnel to serve the Fund. The Trustees also considered current and developing conditions in the financial services industry, including the presence of large and well-capitalized companies which are spending, and appear to be prepared to continue to spend, substantial sums to engage personnel and to provide services to competing investment companies. In this regard, the Trustees also considered the financial resources of MFS and its ultimate parent, Sun Life

Board Review of Investment Advisory Agreement – continued

Financial Inc. The Trustees also considered the advantages and possible disadvantages to the Fund of having an adviser that also serves other investment companies as well as other accounts.

The Trustees also considered the nature, quality, cost, and extent of administrative services provided to the Fund by MFS under agreements other than the investment advisory agreement. The Trustees also considered the nature, extent and quality of certain other services MFS performs or arranges for on the Fund’s behalf, which may include securities lending programs, directed expense payment programs, class action recovery programs, and MFS’ interaction with third-party service providers, principally custodians and sub-custodians. The Trustees concluded that the various non-advisory services provided by MFS and its affiliates on behalf of the Fund were satisfactory.

The Trustees considered so-called “fall-out benefits” to MFS such as reputational value derived from serving as investment manager to the MFS Funds. The Trustees also considered that, effective January 3, 2018, MFS had discontinued its historic practice of obtaining investment research from portfolio brokerage commissions paid by certain MFS Funds and would thereafter voluntarily reimburse a Fund, if applicable, for the costs of external research acquired through the use of the Fund’s portfolio brokerage commissions.

Based on their evaluation of factors that they deemed to be material, including those factors described above, the Board of Trustees, including the independent Trustees, concluded that the Fund’s investment advisory agreement with MFS should be continued for an additional one-year period, commencing August 1, 2018.

PROXY VOTING POLICIES AND INFORMATION

MFS votes proxies on behalf of the fund pursuant to proxy voting policies and procedures that are available without charge, upon request, by calling 1-800-225-2606, by visiting mfs.com/proxyvoting, or by visiting the SEC’s Web site at http://www.sec.gov.

Information regarding how the fund voted proxies relating to portfolio securities during the most recent twelve-month period ended June 30 is available by August 31 of each year without charge by visiting mfs.com/proxyvoting, or by visiting the SEC’s Web site at http://www.sec.gov.

QUARTERLY PORTFOLIO DISCLOSURE

The fund files a complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. The fund’s Form N-Q is available on the SEC’s website at http://www.sec.gov. A shareholder can obtain the portfolio holdings report for the first and third quarters of the fund’s fiscal year at mfs.com/closedendfunds by choosing the fund’s name and then selecting the “Resources” tab and clicking on “Prospectus and Reports”.

FURTHER INFORMATION

From time to time, MFS may post important information about the fund or the MFS funds on the MFS web site (mfs.com). This information is available at https://www.mfs.com/en-us/what-we-do/announcements.html or at mfs.com/closedendfunds by choosing the fund’s name.

Additional information about the fund (e.g. performance, dividends and the fund’s price history) is also available by clicking on the fund’s name under “Closed-End Funds” in the “Products” section of mfs.com.

INFORMATION ABOUT FUND CONTRACTS AND LEGAL CLAIMS

The fund has entered into contractual arrangements with an investment adviser, administrator, transfer agent, and custodian who each provide services to the fund. Unless expressly stated otherwise, shareholders are not parties to, or intended beneficiaries of these contractual arrangements, and these contractual arrangements are not intended to create any shareholder right to enforce them against the service providers or to seek any remedy under them against the service providers, either directly or on behalf of the fund.

Under the Trust’s By-Laws and Declaration of Trust, any claims asserted against or on behalf of the MFS Funds, including claims against Trustees and Officers, must be brought in state and federal courts located within the Commonwealth of Massachusetts.

FEDERAL TAX INFORMATION (unaudited)

The fund will notify shareholders of amounts for use in preparing 2018 income tax forms in January 2019. The following information is provided pursuant to provisions of the Internal Revenue Code.

The fund designates the maximum amount allowable as qualified dividend income eligible to be taxed at the same rate as long-term capital gain.

The fund designates $857,000 as capital gain dividends paid during the fiscal year.

For corporate shareholders, 20.89% of the ordinary income dividends paid during the fiscal year qualify for the corporate dividends received deduction.

rev. 3/16

FACTS

WHAT DOES MFS DO WITH YOUR PERSONAL INFORMATION?


Why?		Financial companies choose how they share your personal information. Federal law gives consumers the right to limit some but not all sharing. Federal law also requires us to tell you how we collect, share, and protect your personal information. Please read this notice carefully to understand what we do.

What?

The types of personal information we collect and share depend on the product or service you have with us. This information can include:

• Social Security number and account balances

• Account transactions and transaction history

• Checking account information and wire transfer instructions

When you are no longer our customer, we continue to share your information as described in this notice.


How?		All financial companies need to share customers’ personal information to run their everyday business. In the section below, we list the reasons financial companies can share their customers’ personal information; the reasons MFS chooses to share; and whether you can limit this sharing.


Reasons we can share your personal information	Does MFS share?	Can you limit this sharing?
For our everyday business purposes – such as to process your transactions, maintain your account(s), respond to court orders and legal investigations, or report to credit bureaus	Yes	No
For our marketing purposes – to offer our products and services to you	No	We don’t share
For joint marketing with other financial companies	No	We don’t share
For our affiliates’ everyday business purposes – information about your transactions and experiences	No	We don’t share
For our affiliates’ everyday business purposes – information about your creditworthiness	No	We don’t share
For nonaffiliates to market to you	No	We don’t share


Questions?		Call 800-225-2606 or go to mfs.com.


Page 2


Who we are
Who is providing this notice?		MFS Funds, MFS Investment Management, MFS Institutional Advisors, Inc., and MFS Heritage Trust Company.


What we do
How does MFS protect my personal information?		To protect your personal information from unauthorized access and use, we use security measures that comply with federal law. These measures include procedural, electronic, and physical safeguards for the protection of the personal information we collect about you.
How does MFS collect my personal information?		We collect your personal information, for example, when you • open an account or provide account information • direct us to buy securities or direct us to sell your securities • make a wire transfer We also collect your personal information from others, such as credit bureaus, affiliates, or other companies.
Why can’t I limit all sharing?		Federal law gives you the right to limit only • sharing for affiliates’ everyday business purposes – information about your creditworthiness • affiliates from using your information to market to you • sharing for nonaffiliates to market to you State laws and individual companies may give you additional rights to limit sharing.


Definitions
Affiliates		Companies related by common ownership or control. They can be financial and nonfinancial companies. • MFS does not share personal information with affiliates, except for everyday business purposes as described on page one of this notice.
Nonaffiliates		Companies not related by common ownership or control. They can be financial and nonfinancial companies. • MFS does not share with nonaffiliates so they can market to you.
Joint marketing		A formal agreement between nonaffiliated financial companies that together market financial products or services to you. • MFS doesn’t jointly market.


Other important information
If you own an MFS product or receive an MFS service in the name of a third party such as a bank or broker-dealer, their privacy policy may apply to you instead of ours.

LOGO

CONTACT US

TRANSFER AGENT, REGISTRAR, AND

DIVIDEND DISBURSING AGENT

CALL

1-800-637-2304

9 a.m. to 5 p.m. Eastern time

WRITE

Computershare Trust Company, N.A.

P.O. Box 43078

Providence, RI 02940-3078

New York Stock Exchange Symbol: MFV

ITEM 2.

CODE OF ETHICS.

The Registrant has adopted a Code of Ethics (the “Code”) pursuant to Section 406 of the Sarbanes-Oxley Act and as defined in Form N-CSR that applies to the Registrant’s principal executive officer and principal financial and accounting officer. During the period covered by this report, the Registrant has not amended any provision in the Code that relates to an element of the Code’s definition enumerated in paragraph (b) of Item 2 of this Form N-CSR. During the period covered by this report, the Registrant did not grant a waiver, including an implicit waiver, from any provision of the Code.

A copy of the Code is filed as an exhibit to this Form N-CSR.

ITEM 3.

AUDIT COMMITTEE FINANCIAL EXPERT.

Messrs. Steven E. Buller and Clarence Otis, Jr. and Ms. Maryanne L. Roepke, members of the Audit Committee, have been determined by the Board of Trustees in their reasonable business judgment to meet the definition of “audit committee financial expert” as such term is defined in Form N-CSR. In addition, Messrs. Buller and Otis and Ms. Roepke are “independent” members of the Audit Committee (as such term has been defined by the Securities and Exchange Commission in regulations implementing Section 407 of the Sarbanes-Oxley Act of 2002). The Securities and Exchange Commission has stated that the designation of a person as an audit committee financial expert pursuant to this Item 3 on the Form N-CSR does not impose on such a person any duties, obligations or liability that are greater than the duties, obligations or liability imposed on such person as a member of the Audit Committee and the Board of Trustees in the absence of such designation or identification.

ITEM 4.

PRINCIPAL ACCOUNTANT FEES AND SERVICES.

Items 4(a) through 4(d) and 4(g):

The Board of Trustees has appointed Ernst & Young LLP (“E&Y”) to serve as independent accountants to the Registrant (hereinafter the “Registrant” or the “Fund”). The tables below set forth the audit fees billed to the Fund as well as fees for non-audit services provided to the Fund and/or to the Fund’s investment adviser, Massachusetts Financial Services Company (“MFS”) and to various entities either controlling, controlled by, or under common control with MFS that provide ongoing services to the Fund (“MFS Related Entities”).

For the fiscal years ended October 31, 2018 and 2017, audit fees billed to the Fund by E&Y were as follows:


	Audit Fees
	2018		2017
Fees billed by E&Y:
MFS Special Value Trust		52,218		51,442

For the fiscal years ended October 31, 2018 and 2017, fees billed by E&Y for audit-related, tax and other services provided to the Fund and for audit-related, tax and other services provided to MFS and MFS Related Entities were as follows:

Audit-Related Fees¹

Tax Fees²

All Other Fees³

2018

2017

2018

2017

2018

2017

Fees billed by E&Y:

To MFS Special Value Trust

11,608

11,027

9,947

9,727

1,013

1,014

Audit-Related Fees¹

Tax Fees²

All Other Fees³

2018

2017

2018

2017

2018

2017

Fees billed by E&Y:

To MFS and MFS Related Entities of MFS Special Value Trust^*

1,728,076

1,603,983

34,150

101,450


	Aggregate Fees for Non-audit Services
	2018		2017
Fees Billed by E&Y:
To MFS Special Value Trust, MFS and MFS Related Entities^#		1,982,494		1,859,201

^*	This amount reflects the fees billed to MFS and MFS Related Entities for non-audit services relating directly to the operations and financial reporting of the Fund (portions of which services also related to the operations and financial reporting of other funds within the MFS Funds complex).

#	This amount reflects the aggregate fees billed by E&Y for non-audit services rendered to the Fund and for non-audit services rendered to MFS and the MFS Related Entities.

The fees included under “Audit-Related Fees” are fees related to assurance and related services that are reasonably related to the performance of the audit or review of financial statements, but not reported under ‘‘Audit Fees,’’ including accounting consultations, agreed-upon procedure reports, attestation reports, comfort letters and internal control reviews.

²	The fees included under “Tax Fees” are fees associated with tax compliance, tax advice and tax planning, including services relating to the filing or amendment of federal, state or local income tax returns, regulated investment company qualification reviews and tax distribution and analysis.

³	The fees included under “All Other Fees” are fees for products and services provided by E&Y other than those reported under “Audit Fees,” “Audit-Related Fees” and “Tax Fees,” including fees for services related to review of internal controls and review of Rule 38a-1 compliance program.

Item 4(e)(1):

Set forth below are the policies and procedures established by the Audit Committee of the Board of Trustees relating to the pre-approval of audit and non-audit related services:

To the extent required by applicable law, pre-approval by the Audit Committee of the Board is needed for all audit and permissible non-audit services rendered to the Fund and all permissible non-audit services rendered to MFS or MFS Related Entities if the services relate directly to the operations and financial reporting of the Registrant. Pre-approval is currently on an engagement-by-engagement basis. In the event pre-approval of such services is necessary between regular meetings of the Audit Committee and it is not practical to wait to seek pre-approval at the next regular meeting of the Audit Committee, pre-approval of such services may be referred to the Chair of the Audit Committee for approval; provided that the Chair may not pre-approve any individual engagement for such services exceeding $50,000 or multiple engagements for such services in the aggregate exceeding $100,000 between such regular meetings of the Audit Committee. Any engagement pre-approved by the Chair between regular meetings of the Audit Committee shall be presented for ratification by the entire Audit Committee at its next regularly scheduled meeting.

Item 4(e)(2):

None, or 0%, of the services relating to the Audit-Related Fees, Tax Fees and All Other Fees paid by the Fund and MFS and MFS Related Entities relating directly to the operations and financial reporting of the Registrant disclosed above were approved by the audit committee pursuant to paragraphs (c)(7)(i)(C) of Rule 2-01 of Regulation S-X (which permits audit committee approval after the start of the engagement with respect to services other than audit, review or attest services, if certain conditions are satisfied).

Item 4(f):

Not applicable.

Item 4(h):

The Registrant’s Audit Committee has considered whether the provision by a Registrant’s independent registered public accounting firm of non-audit services to MFS and MFS Related Entities that were not pre-approved by the Committee (because such services were provided prior to the effectiveness of SEC rules requiring pre-approval or because such services did not relate directly to the operations and financial reporting of the Registrant) was compatible with maintaining the independence of the independent registered public accounting firm as the Registrant’s principal auditors.

ITEM 5.

AUDIT COMMITTEE OF LISTED REGISTRANTS.

The Registrant has an Audit Committee established in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934. The members of the Audit Committee are Messrs. Steven E. Buller, Clarence Otis, Jr., and Ms. Maryanne L. Roepke.

ITEM 6.

SCHEDULE OF INVESTMENTS

A schedule of investments of the Registrant is included as part of the report to shareholders of the Registrant under Item 1 of this Form N-CSR.

ITEM 7.

DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES.

A copy of the proxy voting policies and procedures are attached hereto as EX-99.PROXYPOL.

ITEM 8.

PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES.

Portfolio Manager(s)

Information regarding the portfolio manager(s) of the MFS Special Value Trust (the “Fund”) is set forth below. Each portfolio manager is primarily responsible for the day-to-day management of the Fund.

Michael Skatrud became a portfolio manager of the Fund on March 1, 2018. Effective September 1, 2018, William Adams was no longer a portfolio manager of the Fund.


	Primary Role	Since	Title and Five Year History
Ward Brown	Emerging Markets Debt Instruments Portfolio Manager	2012	Investment Officer of MFS; employed in the investment area of MFS since 2005

Nevin Chitkara	Equity Securities Portfolio Manager	2012	Investment Officer of MFS; employed in the investment area of MFS since 1997

David Cole	Below Investment Grade Debt Instruments Portfolio Manager	2006	Investment Officer of MFS; employed in the investment area of MFS since 2004

Matt Ryan	Emerging Markets Debt Instruments Portfolio Manager	2012	Investment Officer of MFS; employed in the investment area of MFS since 1997

Michael Skatrud	Below Investment Grade Debt Instruments Portfolio Manager	March 2018	Investment Officer of MFS; employed in the investment area of MFS since 2013

Compensation

MFS’ philosophy is to align portfolio manager compensation with the goal to provide shareholders with long-term value through a collaborative investment process. Therefore, MFS uses long-term investment performance as well as contribution to the overall investment process and collaborative culture as key factors in determining portfolio manager compensation. In addition, MFS seeks to maintain total compensation programs that are competitive in the asset management industry in each geographic market where it has employees. MFS uses competitive compensation data to ensure that compensation practices are aligned with its goals of attracting, retaining, and motivating the highest-quality professionals.

MFS reviews portfolio manager compensation annually. In determining portfolio manager compensation, MFS uses quantitative means and qualitative means to help ensure a sustainable investment process. As of December 31, 2017, portfolio manager total cash compensation is a combination of base salary and performance bonus:

Base Salary – Base salary generally represents a smaller percentage of portfolio manager total cash compensation than performance bonus.

Performance Bonus – Generally, the performance bonus represents more than a majority of portfolio manager total cash compensation.

The performance bonus is based on a combination of quantitative and qualitative factors, generally with more weight given to the former and less weight given to the latter.

The quantitative portion is primarily based on the pre-tax performance of accounts managed by the portfolio manager over a range of fixed-length time periods, intended to provide the ability to assess performance over time periods consistent with a full market cycle and a strategy’s investment horizon. The fixed-length time periods include the portfolio manager’s full tenure on each fund and, when available, ten-, five-, and three-year periods. For portfolio

managers who have served for less than three years, shorter-term periods, including the one-year period, will also be considered, as will performance in previous roles, if any, held at the firm. Emphasis is generally placed on longer performance periods when multiple performance periods are available. Performance is evaluated across the full set of strategies and portfolios managed by a given portfolio manager, relative to appropriate peer group universes and/or representative indices (“benchmarks”). As of December 31, 2017, the following benchmarks were used to measure the following portfolio manager’s performance for the Fund:


Fund	Portfolio Manager	Benchmark(s)
MFS Special Value Trust	Ward Brown	JPMorgan Emerging Markets Bond Index Global

	Nevin Chitkara	Russell 1000^® Value Index

	David Cole	Bloomberg Barclays U.S. High-Yield Corporate Bond 2% Issuer Capped Index JPMorgan Emerging Markets Bond Index Global Russell 1000^® Value Index

	Matt Ryan	JPMorgan Emerging Markets Bond Index Global

	Michael Skatrud¹	Bloomberg Barclays U.S. High-Yield Corporate Bond 2% Issuer Capped Index JPMorgan Emerging Markets Bond Index Global Russell 1000^® Value Index

¹	Information is as of March 1, 2018.

The Russell 1000^® Value Index is a trademark/service mark of the Frank Russell Company. Russell^® is a trademark of the Frank Russell Company.

Benchmarks may include versions and components of indices, custom indices, and linked indices that combine performance of different indices for different portions of the time period, where appropriate.

The qualitative portion is based on the results of an annual internal peer review process (where portfolio managers are evaluated by other portfolio managers, analysts, and traders) and management’s assessment of overall portfolio manager contribution to the MFS investment process and the client experience (distinct from fund and other account performance).

The performance bonus is generally a combination of cash and a deferred cash award. A deferred cash award is issued for a cash value and becomes payable over a three-year vesting period if the portfolio manager remains in the continuous employ of MFS or its affiliates. During the vesting period, the value of the unfunded deferred cash award will fluctuate as though the portfolio manager had invested the cash value of the award in an MFS Fund(s) selected by the portfolio manager.

MFS Equity Plan – Portfolio managers also typically benefit from the opportunity to participate in the MFS Equity Plan. Equity interests are awarded by management, on a discretionary basis, taking into account tenure at MFS, contribution to the investment process, and other factors.

Finally, portfolio managers also participate in benefit plans (including a defined contribution plan and health and other insurance plans) and programs available generally to other employees of MFS. The percentage such benefits represent of any portfolio manager’s compensation depends upon the length of the individual’s tenure at MFS and salary level, as well as other factors.

Ownership of Fund Shares

The following table shows the dollar range of equity securities of the Fund beneficially owned by the Fund’s portfolio manager(s) as of the Fund’s fiscal year ended October 31, 2018. The following dollar ranges apply:

N. None

A. $1 – $10,000

B. $10,001 – $50,000

C. $50,001 – $100,000

D. $100,001 – $500,000

E. $500,001 – $1,000,000

F. Over $1,000,000


Name of Portfolio Manager		Dollar Range of Equity Securities in Fund
Ward Brown		N
Nevin Chitkara		N
David Cole		N
Matt Ryan		N
Michael Skatrud		N

Other Accounts

In addition to the Fund, each portfolio manager of the Fund is named as a portfolio manager of certain other accounts managed or sub-advised by MFS or an affiliate. The number and assets of these accounts were as follows as of the Fund’s fiscal year ended October 31, 2018:


	Registered Investment Companies^*				Other Pooled Investment Vehicles				Other Accounts
Name	Number of Accounts		Total Assets		Number of Accounts		Total Assets		Number of Accounts		Total Assets
Ward Brown		7	$	10.6 billion		5	$	3.0 billion		3	$	1.2 billion
Nevin Chitkara		17	$	73.0 billion		8	$	6.8 billion		41	$	22.9 billion
David Cole		12	$	7.7 billion		4	$	1.3 billion		1	$	42.4 million
Matt Ryan		9	$	11.1 billion		6	$	3.5 billion		3	$	1.2 billion
Michael Skatrud		11	$	7.7 billion		5	$	749.9 million		1	$	42.4 million

^*	Includes the Fund.

Advisory fees are not based upon performance of any of the accounts identified in the table above.

Potential Conflicts of Interest

MFS seeks to identify potential conflicts of interest resulting from a portfolio manager’s management of both the Fund and other accounts, and has adopted policies and procedures designed to address such potential conflicts.

The management of multiple funds and accounts (including proprietary accounts) gives rise to conflicts of interest if the funds and accounts have different objectives and strategies, benchmarks, time horizons and fees as a portfolio manager must allocate his or her time and investment ideas across multiple funds and accounts. In certain instances, there are securities which are suitable for the Fund’s portfolio as well as for accounts of MFS or its subsidiaries with similar investment objectives. MFS’ trade allocation policies may give rise to conflicts of interest if the Fund’s orders do not get fully executed or are delayed in getting executed due to being aggregated with those of other accounts of MFS or its subsidiaries. A portfolio manager may execute transactions for another fund or account that may adversely affect the value of the Fund’s investments. Investments selected for funds or accounts other than the Fund may outperform investments selected for the Fund.

When two or more clients are simultaneously engaged in the purchase or sale of the same security, the securities are allocated among clients in a manner believed by MFS to be fair and equitable to each. Allocations may be based on many factors and may not always be pro rata based on assets managed. The allocation methodology could have a detrimental effect on the price or volume of the security as far as the Fund is concerned.

MFS and/or a portfolio manager may have a financial incentive to allocate favorable or limited opportunity investments or structure the timing of investments to favor accounts other than the Fund, for instance, those that pay a higher advisory fee and/or have a performance adjustment and/or include an investment by the portfolio manager.

ITEM 9.

PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT COMPANY AND AFFILIATED PURCHASERS.

MFS Special Value Trust


Period	(a) Total number of Shares Purchased		(b) Average Price Paid per Share		(c) Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs		(d) Maximum Number (or Approximate Dollar Value) of Shares that May Yet Be Purchased under the Plans or Programs
11/01/17-11/30/17		0		N/A		0		710,046
12/01/17-12/31/17		0		N/A		0		710,046
1/01/18-1/31/18		0		N/A		0		710,046
2/01/18-2/28/18		0		N/A		0		710,046
3/01/18-3/31/18		0		N/A		0		710,046
4/01/18-4/30/18		0		N/A		0		710,046
5/01/18-5/31/18		0		N/A		0		710,046
6/01/18-6/30/18		0		N/A		0		710,046
7/01/18-7/31/18		0		N/A		0		710,046
8/01/18-8/31/18		0		N/A		0		710,046
9/01/18-9/30/18		0		N/A		0		710,046
10/1/18-10/31/18		0		N/A		0		714,470

*Total*

Note: The Board approved procedures to repurchase shares and reviews the results periodically. The notification to shareholders of the program is part of the semi-annual and annual reports sent to shareholders. These annual programs begin on October 1st of each year. The programs conform to the conditions of Rule 10b-18 of the Securities Exchange Act of 1934 and limit the aggregate number of shares that may be purchased in each annual period (October 1 through the following September 30) to 10% of the Registrant’s outstanding shares as of the first day of the plan year (October 1). The aggregate number of shares available for purchase for the October 1, 2018 plan year is 714,470.

ITEM 10.

SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

There were no material changes to the procedures by which shareholders may send recommendations to the Board for nominees to the Registrant’s Board since the Registrant last provided disclosure as to such procedures in response to the requirements of Item 407 (c)(2)(iv) of Regulation S-K or this Item.

ITEM 11.

CONTROLS AND PROCEDURES.

(a)

Based upon their evaluation of the registrant’s disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940 (the “Act”)) as conducted within 90 days of the filing date of this Form N-CSR, the registrant’s principal financial officer and principal executive officer have concluded that those disclosure controls and procedures provide reasonable assurance that the material information required to be disclosed by the registrant on this report is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms.

(b)

There were no changes in the registrant’s internal controls over financial reporting (as defined in Rule 30a-3(d) under the Act) that occurred during the second fiscal quarter covered by the report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

ITEM 12.

DISCLOSURE OF SECURITIES LENDING ACTIVITIES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES.

During the fiscal year ended October 31, 2018, there were no fees or income related to securities lending activities of the Registrant.

ITEM 13.

EXHIBITS.


(a)		(1) Any code of ethics, or amendment thereto, that is the subject of the disclosure required by Item 2, to the extent that the registrant intends to satisfy the Item 2 requirements through filing of an exhibit: Attached hereto as EX-99.COE.

		(2) A separate certification for each principal executive officer and principal financial officer of the registrant as required by Rule 30a-2(a) under the Act (17 CFR 270.30a-2): Attached hereto as EX-99.302CERT.



		(3) Any written solicitation to purchase securities under Rule 23c-1 under the Act (17 CFR 270.23c-1) sent or given during the period covered by the report by or on behalf of the registrant to 10 or more persons. Not applicable.

		(4) Change in the registrant’s independent public accountant. Not applicable.

(b)		If the report is filed under Section 13(a) or 15(d) of the Exchange Act, provide the certifications required by Rule 30a-2(b) under the Act (17 CFR 270.30a-2(b)), Rule 13a-14(b) or Rule 15d-14(b) under the Exchange Act (17 CFR 240.13a-14(b) or 240.15d-14(b)) and Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. 1350) as an exhibit. A certification furnished pursuant to this paragraph will not be deemed “filed” for the purposes of Section 18 of the Exchange Act (15 U.S.C. 78r), or otherwise subject to the liability of that section. Such certification will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933 or the Exchange Act, except to the extent that the registrant specifically incorporates it by reference. Attached hereto as EX-99.906CERT.

(c)		Proxy Voting Policies and Procedures pursuant to Item 7 of Form N-CSR. Attached hereto as EX-99.PROXYPOL.

(d)		Notices to Trust’s common shareholders in accordance with Investment Company Act Section 19(a) and Rule 19a-1. Attached hereto as EX-99.19a-1.

Notice

A copy of the Amended and Restated Declaration of Trust of the Registrant is on file with the Secretary of State of the Commonwealth of Massachusetts and notice is hereby given that this instrument is executed on behalf of the Registrant by an officer of the Registrant as an officer and not individually and the obligations of or arising out of this instrument are not binding upon any of the Trustees or shareholders individually, but are binding only upon the assets and property of the respective constituent series of the Registrant.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and 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)*		DAVID L. DILORENZO
		David L. DiLorenzo, President

Date: December 14, 2018

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

By (Signature and Title)*

DAVID L. DILORENZO

David L. DiLorenzo, President

(Principal Executive Officer)

Date: December 14, 2018

By (Signature and Title)*

JAMES O. YOST

James O. Yost, Treasurer

(Principal Financial Officer

and Accounting Officer)

Date: December 14, 2018

*	Print name and title of each signing officer under his or her signature.