MASSACHUSETTS FINANCIAL SERVICES COMPANY
500 Boylston Street, Boston, Massachusetts 02116-3741
617-954-5000
June 28, 2010
VIA EDGAR
United States Securities & Exchange Commission
100 F Street, N.E.
Washington, DC 20549
| Re: | Form AW - Request for Withdrawal |
MFS® Series Trust XII |
| Registration on Form N-1A |
| Post-Effective Amendment No. 15 (under Securities Act of 1933) and No. 16 (under Investment Company Act of 1940) (together, the “Amendment”) |
| Accession No. 0001193125-10-148156 |
| File Nos. 333-126328 and 811-21780 |
Ladies and Gentlemen:
Pursuant to Rule 477 under the Securities Act of 1933, MFS Series Trust XII (the “Registrant”), on behalf of MFS Lifetime Retirement Income Fund, MFS Lifetime 2010 Fund, MFS Lifetime 2020 Fund, MFS Lifetime 2030 Fund and MFS Lifetime 2040 Fund, respectfully requests that the Securities and Exchange Commission (the “Commission”) consent to the withdrawal of the above-referenced Amendment filed with the Commission at 11:43 AM on June 28, 2010 (Accession No. 0001193125-10-148156).
This request for withdrawal is being made due to the fact that the filing inadvertently included the wrong signature pages.
The Registrant respectfully submits that a withdrawal of the Amendment is consistent with the public interest and the protection of investors in light of the circumstances described above. No securities were sold in connection with the Amendment. Any questions regarding this matter may be directed to Keli Davis at 617-954-5873 or the undersigned at 617-954-4340.
| Sincerely, |
| SUSAN PEREIRA |
| Susan Pereira |
| Senior Counsel |
