Report of Independent Registered
Public Accounting Firm
To the Shareholders and
Board of Trustees of MFS Special Value Trust
In planning
and performing our audit of the financial statements of MFS Special Value Trust (the “Fund”) as of and for the year
ended October 31, 2023, in accordance with the standards of the Public Company
Accounting Oversight Board (United States) (PCAOB), we considered the Fund’s
internal control over financial reporting, including controls over safeguarding
securities, as a basis for designing our auditing procedures for the purpose of
expressing our opinion on the financial statements and to comply with the
requirements of Form N-CEN, 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.
The
management of the Fund is responsible for establishing and maintaining
effective internal control over financial reporting. In fulfilling this
responsibility, estimates and judgments by management are required to assess
the expected benefits and related costs of controls. A company’s internal
control over financial reporting is a process designed to provide reasonable
assurance regarding the reliability of financial reporting and the preparation
of financial statements for external purposes in accordance with U.S. generally
accepted accounting principles. A company’s internal control over financial
reporting includes those policies and procedures that (1) pertain to the
maintenance of records that, in reasonable detail, accurately and fairly
reflect the transactions and dispositions of the assets of the company; (2)
provide reasonable assurance that transactions are recorded as necessary to
permit preparation of financial statements in accordance with U.S. generally
accepted accounting principles, and that receipts and expenditures of the
company are being made only in accordance with authorizations of management and
directors of the company; and (3) provide reasonable assurance regarding
prevention or timely detection of unauthorized acquisition, use or disposition
of a company’s assets that could have a material effect on the financial
statements.
Because of
its inherent limitations, internal control over financial reporting may not
prevent or detect misstatements. Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may
become inadequate because of changes in conditions, or that the degree of
compliance with the policies or procedures may deteriorate.
A deficiency
in internal control over financial reporting exists when the design or
operation of a control does not allow management or employees, in the normal
course of performing their assigned functions, to prevent or detect
misstatements on a timely basis. A material weakness is a deficiency, or a
combination of deficiencies, in internal control over financial reporting, such
that there is a reasonable possibility that a material misstatement of the Fund’s
annual or interim financial statements will not be prevented or detected on a
timely basis.
Our
consideration of the Fund’s internal control over financial reporting was for
the limited purpose described in the first paragraph and would not necessarily
disclose all deficiencies in internal control that might be material weaknesses
under standards established by the PCAOB. However, we noted no deficiencies in
the Fund’s internal control over financial reporting and its operation,
including controls over safeguarding securities, that we consider to be a
material weakness as defined above as of October 31, 2023.
This report
is intended solely for the information and use of management and the Board of
Trustees of MFS Special Value Trust and the Securities and Exchange Commission
and is not intended to be and should not be used by anyone other than these
specified parties.
/s/Ernst
& Young LLP
Boston, Massachusetts
December 14, 2023