SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934
FILED BY THE REGISTRANT [X] FILED BY A PARTY OTHER
THAN THE REGISTRANT [ ]
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CHECK THE APPROPRIATE BOX:
[ ] Preliminary Proxy Statement
[ ] Confidential for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to sec. 240.14a-11(c) or sec. 240.14a-12
MFS Special Value Trust
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(Name of Registrant as Specified in its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
PAYMENT OF FILING FEE (CHECK THE APPROPRIATE BOX):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
4) Proposed maximum aggregate value of transaction:
5) Total Fee Paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount previously paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
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MFS(R) SPECIAL VALUE TRUST
500 Boylston Street, Boston, Massachusetts 02116
Notice of the 2002 Annual Meeting of Shareholders
To be held on October 1, 2002
The 2002 Annual Meeting of Shareholders of MFS(R) Special Value Trust (the
"Trust") will be held at 500 Boylston Street, Boston, Massachusetts, at 9:30
a.m. on Tuesday, October 1, 2002, for the following purposes:
ITEM 1. To elect William R. Gutow, J. Atwood Ives, Abby M. O'Neill and
Jeffrey L. Shames as Trustees of the Trust;
ITEM 2. To ratify the selection of Ernst & Young LLP as the independent
auditors to be employed by the Trust for the current fiscal year; and
ITEM 3. To transact such other business as may come before the Meeting and
any adjournments thereof.
YOUR TRUSTEES RECOMMEND THAT YOU VOTE IN FAVOR OF ALL ITEMS.
Only shareholders of record on August 2, 2002 will be entitled to vote at the
Annual Meeting of Shareholders.
STEPHEN E. CAVAN, Secretary and Clerk
August 15, 2002
YOUR VOTE IS IMPORTANT. WE WOULD APPRECIATE YOUR PROMPTLY VOTING, SIGNING AND
RETURNING THE ENCLOSED PROXY, WHICH WILL HELP IN AVOIDING THE ADDITIONAL
EXPENSE OF A SECOND SOLICITATION. THE ENCLOSED ADDRESSED ENVELOPE REQUIRES NO
POSTAGE AND IS PROVIDED FOR YOUR CONVENIENCE.
MFS(R) SPECIAL VALUE TRUST
PROXY STATEMENT
This Proxy Statement is furnished in connection with the solicitation of
proxies by and on behalf of the Board of Trustees of MFS(R) Special Value
Trust (the "Trust") to be used at the 2002 Annual Meeting of Shareholders (the
"Meeting") to be held at 9:30 a.m. on Tuesday, October 1, 2002, at 500
Boylston Street, Boston, Massachusetts, for the purposes set forth in the
accompanying Notice. If the enclosed form of proxy is executed and returned,
it may nevertheless be revoked prior to its exercise by a signed writing filed
with the proxy tabulation agent, Management Information Services Corporation
("MIS"), 61 Accord Park Drive, Norwell, Massachusetts, 02061 or delivered at
the Meeting. On August 2, 2002, there were 6,866,565.45 outstanding shares of
the Trust. Shareholders of record at the close of business on August 2, 2002,
will be entitled to one vote for each share held.
The mailing address of the Trust is 500 Boylston Street, Boston, Massachusetts
02116. Solicitation of proxies is being made by the mailing of this Notice and
Proxy Statement with its enclosures on or about August 15, 2002. A copy of the
Trust's most recent annual report and semi-annual report may be obtained
without charge by contacting MFS Service Center, Inc., the Trust's transfer
and shareholder servicing agent (the "Shareholder Servicing Agent"), P.O. Box
2281, Boston, MA 02107-9906, or by telephone toll-free at (800) 637-2304.
ITEM 1 -- ELECTION OF TRUSTEES
The Board of Trustees which oversees the Trust provides broad supervision over
the affairs of the Trust. Massachusetts Financial Services Company ("MFS" or
the "Adviser"), the Trust's investment adviser and administrator, is
responsible for the investment management of the Trust's assets and for
providing a variety of other administrative services to the Trust. The
officers of the Trust are responsible for its operations.
Under the provisions of the Trust's Declaration of Trust, the Trustees are
divided into three classes each having a term of three years. It is intended
that proxies not limited to the contrary will be voted in favor of electing
William R. Gutow, J. Atwood Ives, Abby M. O'Neill and Jeffrey L. Shames as
Trustees of the class whose term will expire at the 2005 Annual Meeting of
Shareholders (or special meeting in lieu thereof). Under the terms of the
Trust's retirement policy, the Trustees have a mandatory retirement age. Ms.
O'Neill will retire in accordance with this policy on December 31, 2003.
Messrs. Gutow, Ives and Shames and Ms. O'Neill are presently Trustees of the
Trust. If, before the election, any nominee refuses or is unable to serve,
proxies will be voted for a replacement nominee designated by your current
Trustees.
The following table presents certain information regarding the Trustees of the
Trust, including their principal occupations, which, unless specific dates are
shown, are of more than five years duration, although the titles may not have
been the same throughout. An asterisk beside a Trustee's name indicates that
he or she is an "interested person" as defined in the Investment Company Act
of 1940, as amended (the "1940 Act"), of MFS and has been affiliated with MFS
for more than five years, unless otherwise indicated.
Position(s) Held Trustee Term Principal Occupations & Other
Name, Date of Birth with Trust Since(1) Expiring Directorships(2) During the Past Five Years
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INTERESTED TRUSTEES
Jeffrey L. Shames* Chairman October 1993 2002 Massachusetts Financial Services Company,
(born 06/02/55) Chairman and Chief Executive Officer
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John W. Ballen* Trustee August 2001 2003 Massachusetts Financial Services Company,
(born 09/12/59) President and Director
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Kevin R. Parke* Trustee January 2002 2004 Massachusetts Financial Services Company, Chief
(born 12/14/59) Investment Officer, Executive Vice President and
Director
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INDEPENDENT TRUSTEES
Lawrence H. Cohn, M.D. Trustee August 1993 2004 Brigham and Women's Hospital, Chief of Cardiac
(born 03/11/37) Surgery; Harvard Medical School, Professor of
Surgery
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The Hon. Sir J. David Trustee October 1993 2004 Edmund Gibbons Limited (diversified holding
Gibbons, KBE company), Chief Executive Officer; Colonial
(born 06/15/27) Insurance Company Ltd., Director and Chairman;
Bank of Butterfield, Chairman (until 1997)
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William R. Gutow Trustee July 1994 2002 Private investor and real estate consultant;
(born 09/27/41) Capitol Entertainment Management Company (video
franchise), Vice Chairman
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J. Atwood Ives Trustee February 1992 2002 Private investor; KeySpan Corporation (energy
(born 05/01/36) related services), Director; Eastern Enterprises
(diversified services company), Chairman, Trustee
and Chief Executive Officer (until November 2000)
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Abby M. O'Neill Trustee October 1992 2002 Private investor; Rockefeller Financial Services,
(born 04/27/28) Inc. (investment advisers), Chairman and Chief
Executive Officer
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Lawrence T. Perera Trustee July 1981 2004 Hemenway & Barnes (attorneys), Partner
(born 06/23/35)
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William J. Poorvu Trustee August 1982 2003 Private investor; Harvard University Graduate
(born 04/10/35) School of Business Administration, Class of 1961
Adjunct Professor in Entrepreneurship Emeritus;
CBL & Associates Properties, Inc. (real estate
investment trust), Director
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J. Dale Sherratt Trustee August 1993 2003 Insight Resources, Inc. (acquisition planning
(born 09/23/38) specialists), President; Wellfleet Investments
(investor in health care companies), Managing
General Partner (since 1993); Paragon Trade
Brands, Inc. (disposable consumer products),
Director; Cambridge Nutraceuticals (professional
nutritional products), Chief Executive Officer
(until May 2001)
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Elaine R. Smith Trustee February 1992 2004 Independent health care industry consultant
(born 04/25/46)
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Ward Smith Trustee October 1992 2003 Private investor
(born 09/13/30)
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(1) Date first appointed to serve as Trustee of an MFS fund. Each Trustee has served continuously since appointment.
(2) Directorships or trusteeships of companies required to report to the Securities and Exchange Commission (i.e.,
"public companies").
* "Interested person" of MFS within the meaning of the 1940 Act.
Messrs. Shames, Ballen and Parke hold comparable positions with certain other
funds of which MFS or a subsidiary is the investment adviser or distributor.
Each Trustee serves as a board member of 117 MFS funds within the MFS Family
of Funds. The address of each Trustee is c/o MFS, 500 Boylston Street, Boston,
Massachusetts 02116.
Information about the executive officers of your Trust, share ownership, the
identity of certain persons holding 5% or more of the outstanding shares of
the Trust, Trustee compensation, and Board and Committee meetings, appears
under "Trust Information" beginning on page 5.
REQUIRED VOTE. Approval of this matter as to any nominee will require the
affirmative vote of a plurality of the Trust's outstanding shares voting at
the Meeting in person or by proxy.
ITEM 2 -- RATIFICATION OF SELECTION OF ACCOUNTANTS
It is intended that proxies not limited to the contrary will be voted in favor
of ratifying the selection, by a majority of the Trustees who are not
"interested persons" (as that term is defined in the 1940 Act) of the Trust,
of Ernst & Young LLP, under section 32(a) of the 1940 Act as independent
public accountants to the Trust for the current fiscal year. Ernst & Young LLP
has no direct or material indirect interest in the Trust.
Representatives of Ernst & Young LLP are expected to be present at the Meeting
and will have an opportunity to make a statement if they desire to do so. Such
representatives are also expected to be available to respond to appropriate
questions.
The Audit Committee of the Board of Trustees issued the following report
concerning the financial statements for the Trust's most recent fiscal year.
The Audit Committee reviewed and discussed the audited financial
statements with Trust management. The Audit Committee also discussed with
Ernst & Young LLP the matters required to be discussed by SAS 61
(Communication with Audit Committees). The Audit Committee received the
written disclosures and the letter from Ernst & Young LLP required by
Independence Standards Board Standard No. 1 (Independence Discussions with
Audit Committees), and discussed with Ernst & Young LLP its independence.
Based on this review and these discussions, the Audit Committee
recommended to the Board of Trustees that the audited financial statements
be included in the Trust's annual report to shareholders for the fiscal
year ended October 31, 2001 for filing with the Securities and Exchange
Commission.
J. Dale Sherratt
Ward Smith
The following table sets forth the aggregate fees paid to Ernst & Young LLP
for the Trust's fiscal year ended October 31, 2001, for professional services
rendered for: (i) the audit of the Trust's financial statements for that
fiscal year; (ii) the audits of the annual financial statements for all funds
in the MFS fund complex audited by Ernst & Young LLP; (iii) financial
information systems design and implementation services to the Trust, MFS and
any entity controlling, controlled by or under common control with MFS that
provides services to the Trust (including MFS Service Center, Inc.); and (iv)
all other services (other than the foregoing services) to the Trust, MFS, and
any entity controlling, controlled by or under common control with MFS that
provides services to the Trust (approximately 70% of this amount represents
fees for tax consulting services rendered to MFS and MFS related entities that
provide services to the Trust). The Audit Committee of the Trust considered
whether the provision of information technology services and of non-audit
services by Ernst & Young LLP is compatible with the maintenance of that
firm's independence.
ALL OTHER FEES (OTHER THAN
FINANCIAL INFORMATION SYSTEMS FEES LISTED IN ADJOINING
DESIGN AND IMPLEMENTATION COLUMNS) PAID BY THE TRUST,
AUDIT FEES PAID BY THE TRUST AGGREGATE AUDIT FEES PAID BY FEES PAID BY THE TRUST, MFS MFS AND MFS RELATED ENTITIES
FOR ITS MOST RECENT ALL FUNDS IN THE MFS COMPLEX AND MFS RELATED ENTITIES THAT THAT PROVIDE SERVICES TO THE
FISCAL YEAR AUDITED BY ERNST & YOUNG LLP PROVIDE SERVICES TO THE TRUST TRUST
--------------------------------- ----------------------------- ----------------------------- -----------------------------
$29,000 $922,000 N/A $244,000
REQUIRED VOTE. Ratification of this matter will require the affirmative vote
of a majority of the Trust's outstanding shares voting at the Meeting on this
matter in person or by proxy.
TRUST INFORMATION
This section provides certain information about the Trust, including
information about executive officers, share ownership, the identity of certain
persons holding 5% or more of the outstanding shares of the Trust, Trustee
compensation, and Board and Committee meetings.
EXECUTIVE OFFICERS
The following table provides information about the executive officers of the
Trust including their principal occupations, which, unless specific dates are
shown, are of more than five years duration, although the titles may not have
been the same throughout. Each officer will hold office until his or her
successor is chosen and qualified, or until he or she retires, resigns or is
removed from office.
POSITION(S) HELD OFFICER PRINCIPAL OCCUPATIONS & OTHER
NAME, DATE OF BIRTH WITH THE TRUST SINCE(1) DIRECTORSHIPS(2) DURING THE PAST FIVE YEARS
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OFFICERS
Jeffrey L. Shames President January 1999 Massachusetts Financial Services Company, Chairman
(born 06/02/55) and Chief Executive Officer
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James R. Bordewick, Jr. Assistant Secretary September 1990 Massachusetts Financial Services Company, Senior
(born 03/06/59) and Assistant Clerk Vice President and Associate General Counsel
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Stephen E. Cavan Secretary and Clerk December 1989 Massachusetts Financial Services Company, Senior
(born 11/06/53) Vice President, General Counsel and Secretary
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Robert R. Flaherty Assistant Treasurer August 2000 Massachusetts Financial Services Company, Vice
(born 09/18/63) President (since August 2000); UAM Fund Services,
Senior Vice President (prior to August 2000)
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Richard M. Hisey Treasurer August 2002 Massachusetts Financial Services Company, Senior
(born 08/29/58) Vice President (since July 2002); The Bank of New
York, Senior Vice President (September 2000 to July
2002); Lexington Global Asset Managers, Inc.,
Executive Vice President and General Manager (prior
to September 2000)
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Ellen Moynihan Assistant Treasurer April 1997 Massachusetts Financial Services Company, Vice
(born 11/13/57) President
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James O. Yost Assistant Treasurer September 1990 Massachusetts Financial Services Company, Senior
(born 06/12/60) Vice President
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(1) Date first appointed to serve as officer of an MFS fund. Each officer has served continuously since appointment.
(2) Directorships or trusteeships of companies required to report to the Securities and Exchange Commission (i.e.,
"public companies").
Each of the Trust's officers holds comparable positions with certain other
funds of which MFS or a subsidiary is the investment adviser or distributor,
and with certain affiliates of MFS. The address of each officer is c/o MFS,
500 Boylston Street, Boston, Massachusetts 02116.
SHARE OWNERSHIP
The following table shows as of August 2, 2002 (i) the number and percentage
of shares of the Trust owned by each Trustee and by the Trustees and executive
officers as a group, and (ii) the dollar range of equity securities
beneficially owned by each Trustee (a) of the Trust and (b), on an aggregate
basis, in all MFS funds overseen by the Trustee.
The following dollar ranges apply:
N. None
A. $1 - $10,000
B. $10,001 - $50,000
C. $50,001 - $100,000
D. Over $100,000
AGGREGATE DOLLAR RANGE
DOLLAR RANGE OF OF EQUITY SECURITIES
SHARES OF THE TRUST EQUITY IN ALL MFS FUNDS
BENEFICIALLY OWNED SECURITIES IN OVERSEEN BY THE
NAME OF TRUSTEE (1) PERCENT OF THE TRUST THE TRUST TRUSTEE
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INTERESTED TRUSTEES
Jeffrey L. Shames 0 N D
John W. Ballen 0 N D
Kevin R. Parke 0 N D
NON-INTERESTED TRUSTEES
Lawrence H. Cohn, M.D. 7,204.413 0.104920% C D
The Hon. Sir J. David Gibbons, KBE 0 N N
William R. Gutow 0 N D
J. Atwood Ives 0 N D
Abby M. O'Neill 0 N D
Lawrence T. Perera 0 N D
William J. Poorvu 0 N D
J. Dale Sherratt 11,496.274 0.167423% C D
Elaine R. Smith 0 N D
Ward Smith 0 N D
TOTAL HOLDINGS OF TRUSTEES AND EXECUTIVE
OFFICERS AS A GROUP 18,700.687 0.272344% N/A N/A
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(1) All shares are held with sole voting and investment power except to the extent that such powers may be shared by a family
member or a trustee of a family trust.
INTERESTS OF CERTAIN PERSONS
As of August 2, 2002, to the best knowledge of the Trust, the following
shareholders beneficially owned 5% or more of the outstanding shares of the
Trust.
Number of Percent of
Outstanding Outstanding
Name and Address of Shareholder Shares Owned Shares Owned
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Cede & Co. Fast
P.O. Box 20
Bowling Green Station
New York, NY 10274-0020 5,661,038.009 82%
TRUSTEE COMPENSATION TABLE
The table below shows the cash compensation paid to the Trustees by the Trust
for the fiscal year ended October 31, 2001. Interested Trustees do not receive
any compensation from the Trust for their services as Trustees. The table
includes information for several Trustees who retired at the end of 2001.
TRUSTEE FEES FROM TOTAL TRUSTEE FEES FROM THE
TRUSTEE THE TRUST(1) TRUST AND FUND COMPLEX(2)
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INTERESTED TRUSTEES
John W. Ballen(3) $ 0 $ 0
Kevin R. Parke(3) $ 0 $ 0
Arnold D. Scott(4) $ 0 $ 0
Jeffrey L. Shames $ 0 $ 0
NON-INTERESTED TRUSTEES
Marshall N. Cohan(5) $11,500 $187,650
Lawrence Cohn, M.D. $10,021 $175,140
The Hon. Sir J. David Gibbons, KBE $10,500 $172,650
William R. Gutow(6) $ 0 $194,094
J. Atwood Ives(6) $ 0 $163,254
Abby M. O'Neill $10,500 $172,150
Lawrence T. Perera(6) $ 0 $170,440
William J. Poorvu(6) $ 0 $174,008
Walter E. Robb, III(5) $ 8,267 $196,640
J. Dale Sherratt $10,518 $183,640
Elaine R. Smith(6) $ 0 $162,729
Ward Smith $12,018 $198,640
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(1) For the fiscal year ended October 31, 2001.
(2) Information is provided for calendar year 2001. Messrs. Ives, Perera and
Poorvu and Ms. Smith served as Trustees of 45 Funds within the MFS Fund
complex (having aggregate net assets at December 31, 2001 of approximately
$57.1 billion). Dr. Cohn, Messrs. Cohan, Gibbons, Robb, Sherratt and Smith,
and Ms. O'Neill served as Trustees of 43 Funds within the MFS Fund complex
(having aggregate net assets at December 31, 2001 of approximately $29.6
billion). Mr. Gutow served as Trustee of 108 Funds within the MFS Fund
complex (having aggregate net assets at December 31, 2001 of approximately
$76.9 billion).
(3) These Trustees took office on January 1, 2002.
(4) Effective December 31, 2001, Mr. Scott retired as a Trustee.
(5) Effective December 31, 2001, these individuals retired as Trustees of the
Trust. These Trustees are entitled to receive benefits under the Trust's
retirement plan.
(6) These Trustees took office on January 1, 2002 and therefore did not receive
compensation from the Trust for its last fiscal year. As noted above,
certain of these Trustees did receive Trustees fees from other funds in the
MFS Fund complex during the calendar year ended December 31, 2001.
Prior to December 31, 2001, the Trust had a retirement plan for non-interested
Trustees and Trustees who were not officers of the Trust. Effective December
31, 2001, the Trust's retirement plan terminated, except with respect to those
Trustees who retired on or before that date. The remaining Trustees who were
previously covered under the retirement plan had their accrued benefits under
the plan "rolled-over" into a deferred compensation arrangement along with
other compensation to account for future benefits they would have received
under the retirement plan if it had continued for such Trustees.
COMMITTEES
The Board of Trustees meets regularly throughout the year to discuss matters
and take certain actions relating to the Trust. The Board has several standing
committees, which are described below.
NUMBER OF
MEETINGS IN LAST
NAME OF COMMITTEE FISCAL YEAR(1) FUNCTIONS MEMBERS(2)
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AUDIT COMMITTEE 4 Provides oversight with respect to the accounting Gutow(3), Poorvu(3),
and auditing procedures of the Trust and, among Sherratt, E. Smith(3) and W.
other things, considers the selection of the Smith
independent accountants for the Trust and the
scope of the audit, and considers the effect on
the independence of those accountants of any non-
audit services such accountants provide to the
Trust and any audit or non-audit services such
accountants provide to other MFS funds, MFS and/
or certain affiliates.
NOMINATING COMMITTEE 1 Recommends qualified candidates to the Board in All non-interested Trustees
the event that a position is vacated or created. of the Board (Cohn, Gibbons,
The Nominating Committee would consider Gutow, Ives, O'Neill,
recommendations by shareholders if a vacancy were Perera, Poorvu, Sherratt, E.
to exist. Shareholders wishing to recommend Smith and W. Smith)
Trustee candidates for consideration by the
Nominating Committee may do so by writing the
Trust's Secretary. Such suggestions must be
accompanied by complete biographical and
occupational data on the prospective nominee,
along with a written consent of the prospective
nominee to consideration of his or her name by
the Committee.
COMPENSATION COMMITTEE 0 Administers and approves all elements of All non-interested Trustees
compensation for the Trustees who are not of the Board (Cohn, Gibbons,
"interested persons" of the Trust as defined in Gutow, Ives, O'Neill,
the 1940 Act or affiliated with the Trust's Perera, Poorvu, Sherratt, E.
investment adviser. Smith and W. Smith)
BLUE BOOK COMMITTEE 0 Requests, reviews and considers the information All non-interested Trustees
deemed reasonably necessary to evaluate the terms of the Board (Cohn, Gibbons,
of the investment advisory agreement that the Gutow, Ives, O'Neill,
Trust proposes to renew or continue, and to make Perera, Poorvu, Sherratt, E.
its recommendations to the full Board of Trustees Smith and
on these matters. W. Smith)
GOVERNANCE COMMITTEE 0 Reviews and articulates the governance structure Cohn, Ives, Poorvu, Shames*,
of the Board of Trustees. The Committee advises Sherratt and W. Smith
and makes recommendations to the Board on matters
concerning directorship practices and
recommendations concerning the functions and
duties of the committees of the Board.
PORTFOLIO TRADING AND MARKETING 2 Reviews process and procedures, internal controls Cohn, Gibbons, Ives, Perera
REVIEW COMMITTEE and compliance monitoring relating to (i) and O'Neill
portfolio trading, best execution and brokerage
costs and trade allocations, (ii) the production
and use of sales and marketing materials in
various forms of media and (iii) the Trust's
investment policies and practices.
PRICING COMMITTEE 0 Reviews procedures for the valuation of Parke*, Poorvu, Shames*, E.
securities and periodically reviews information Smith and W. Smith
from MFS regarding fair value and liquidity
determinations made pursuant to the board-
approved procedures, and makes related
recommendations to the full Board and, if
requested by MFS, assists MFS's internal
valuation committee and/or the full Board in
resolving particular valuation matters.
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(1) The Compensation Committee, Blue Book Committee and Governance Committee were established on January 1, 2002.
(2) Information about each committee member is set forth above on pages 3 and 4.
(3) These individuals became members of the Audit Committee effective January 1, 2002.
* "Interested person" of MFS within meaning of the 1940 Act.
The Trust held six board meetings during the Trust's fiscal year ended October
31, 2001. Each Trustee attended at least 75% of the board and applicable
committee meetings noted.
The Board has adopted a written charter for the audit committee that was
previously included as an appendix to the Trust's proxy statement as required
by applicable rules. The charter most recently was included in the Trust's
2001 proxy statement.
The Audit Committee consists only of Trustees who are not "interested persons"
of the Trust as defined in the 1940 Act and who are independent of the Trust
as defined by New York Stock Exchange Listing Standards. The Audit Committee's
report on the Trust's most recent audited financials is included in Item 2
above.
The Trust's declaration of trust currently provides that the Trust will
indemnify its Trustees and officers against liabilities and expenses incurred
in connection with litigation in which they may be involved because of their
offices with the Trust, unless it is finally adjudicated or, in case of a
settlement, it has been determined by Trustees not involved in the matter or
independent legal counsel, that they have not acted in good faith in the
reasonable belief that their actions were in the best interests of the Trust
or that they engaged in willful misfeasance or acted with bad faith, gross
negligence or reckless disregard of the duties involved in the conduct of his
or her office.
INVESTMENT ADVISER AND ADMINISTRATOR
The Trust engages as its investment adviser and administrator MFS, a Delaware
corporation with offices at 500 Boylston Street, Boston, Massachusetts 02116.
MFS is an 88% owned subsidiary of Sun Life of Canada (U.S.) Financial Services
Holdings, Inc., 500 Boylston Street, Boston Massachusetts 02116, which is in
turn a wholly-owned subsidiary of Sun Life Assurance Company of Canada-U.S.
Operations Holdings, Inc., One SunLife Executive Park, Wellesley Hills,
Massachusetts 02481. Sun Life Assurance Company of Canada-U.S. Operations
Holdings, Inc., is a wholly-owned subsidiary of Sun Life Assurance Company of
Canada, 150 King Street West, 14th Floor, Toronto, Canada MSH 1J9, which in
turn is a wholly-owned subsidiary of Sun Life Financial Services of Canada,
Inc., at the same address.
MANNER OF VOTING PROXIES
All proxies received by the management will be voted on all matters presented
at the Meeting, and if not limited to the contrary, will be voted for the
election of Messrs. Gutow, Ives and Shames and Ms. O'Neill as Trustees of the
Trust (if still available for election) and ratification of the selection of
Ernst & Yong LLP as independent auditors.
All proxies voted, including proxies that reflect abstentions or the
withholding of authority to vote for a nominee for election as Trustee, will
be counted toward establishing a quorum. Passage of any proposal being
considered at the Meeting will occur only if a sufficient number of votes are
cast FOR the proposal. With respect to the election of Trustees and the
ratification of public accountants, neither withholding authority to vote nor
abstentions have any effect on the outcome of the voting on either item.
The Trust knows of no other matters to be brought before the Meeting. If,
however, because of any unexpected occurrence, any nominee is not available
for election or if any other matters properly come before the Meeting, it is
the Trust's intention that proxies not limited to the contrary will be voted
in accordance with the judgment of the persons named in the enclosed form of
proxy.
SUBMISSION OF PROPOSALS
Proposals of shareholders which are intended to be presented at the 2003
Annual Meeting of Shareholders must be received by the Trust on or prior to
April 13, 2003.
SECTION 16(a) -- BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires Trustees,
directors and certain officers of the Trust and MFS, and persons who own more
than ten percent of the Trust's shares, to file reports of ownership and
changes in ownership with the Securities and Exchange Commission (SEC) and the
New York Stock Exchange. Such persons are required by SEC regulation to
furnish the Trust with copies of all Section 16(a) forms they file.
Based solely on review of the copies of Forms 3, 4 and 5 and amendments
thereto furnished to the Trust with respect to its most recent fiscal year, or
written representations that no Forms 5 were required, the Trust believes
that, during the year ended October 31, 2001, all Section 16(a) filing
requirements applicable to trustees, directors and certain officers of the
Trust and the Adviser and greater than ten percent beneficial owners were
complied with.
ADDITIONAL INFORMATION
The expense of the preparation, printing and mailing of the enclosed form of
proxy, this Notice and Proxy Statement, and any tabulation costs will be borne
by the Trust.
IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY
August 15, 2002 MFS SPECIAL VALUE TRUST
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MFS SPECIAL
VALUE TRUST
500 Boylston Street Boston, MAssachusetts 02116
PROXY STATEMENT
For the 2002 Annual Meeting
of Shareholders to be held on
October 1, 2002
MFS(R) SPECIAL
VALUE TRUST
500 Boylston Street, Boston, Massachusetts 02116
MSVT-PROXY-08/02/9.6M
[logo] M F S(R) --------------
INVESTMENT MANAGEMENT FIRST CLASS
P.O. BOX 9131 U.S. POSTAGE
HINGHAM, MA 02043-9131 PAID
PROXY
TABULATOR
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Please fold and detach card at perforation before mailing
THIS PROXY IS SOLICITED ON BEHALF OF THE TRUSTEES OF THE TRUST.
MFS SPECIAL VALUE TRUST PROXY FOR A MEETING OF SHAREHOLDERS
TO BE HELD ON OCTOBER 1, 2002
The undersigned hereby appoints James R. Bordewick, Jr., Stephen E. Cavan,
Richard M. Hisey, John W. Ballen, Kevin R. Parke and Jeffrey L. Shames and each
of them separately, proxies, with power of substitution, and hereby authorizes
them to represent, and to vote, as designated on the reverse side, at the
Meeting of Shareholders of MFS Special Value Trust, on Tuesday,
October 1, 2002 at 9:30 a.m., Boston time, and at any adjournments thereof, all
of the shares of the Trust which the undersigned would be entitled to vote if
personally present.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY
THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED
FOR ALL PROPOSALS. IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON
SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE MEETING. THE TRUSTEES
RECOMMEND A VOTE FOR THE PROPOSALS ON THE REVERSE SIDE.
THIS PROXY CARD IS VALID ONLY WHEN
SIGNED AND DATED.
Date____________________
Signature (PLEASE SIGN WITHIN BOX)
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NOTE: Please sign exactly as name appears on this card. All
joint owners should sign. When signing as executor,
administrator, attorney, trustee or guardian or as custodian
for a minor, please give full title as such. If a
corporation, please sign in full corporate name and indicate
the signer's office. If a partnership, sign in the
partnership name.
MFS-MFV
Please fold and detach card at perforation before mailing
PLEASE FILL IN BOX(ES) AS SHOWN USING X
BLACK OR BLUE INK OR NUMBER 2 PENCIL.
PLEASE DO NOT USE FINE POINT PENS.
YOUR TRUSTEES RECOMMEND THAT YOU VOTE FOR ALL ITEMS. FOR ALL WITHHOLD
NOMINEES AUTHORITY TO
LISTED (EXCEPT VOTE FOR ALL
AS MARKED TO NOMINEES
THE CONTRARY
AT LEFT)
ITEM 1. To elect a Board of Trustees.
NOMINEES: (01) William R. Gutow, (02) J. Atwood Ives, ( ) ( ) 1.
(03) Abby M. O'Neill, (04) Jeffrey L. Shames
INSTRUCTION: To withhold authority to vote for any individual
nominee, write the nominee's name on the space provided below.
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FOR AGAINST ABSTAIN
ITEM 2. To ratify the selection of Ernst & Young LLP as the
independent public accountants for the current fiscal year. ( ) ( ) ( ) 2.
MMT