[GRAPHIC OMITTED]
500 Boylston Street, Boston, Massachusetts 02116-3741
Phone 617-954-4340 / Fax 617-954-7723
February 19, 2008
VIA EDGAR (as Correspondence)
United States Securities & Exchange Commission
100 F Street, N.E.
Washington, DC 20549
RE: Post-Effective Amendment No. 8 to Registration Statement on Form N-1A
for MFS Series Trust XII (the "Trust") (File Nos. 333-126328;
811-21780)
Ladies and Gentlemen:
On behalf of MFS Series Trust XII (File Nos. 333-126328; 811-21780) (the
"Registrant"), this letter sets forth our responses to your comments on the
Registrant's Post-Effective Amendment No. 8 to the Registration Statement filed
on December 28, 2007 in connection with the creation of class R1, class R2,
class R3, class R4 and class W shares and to make other disclosure changes for
the MFS Sector Rotational Fund (the "Fund").
1. Comment: Please file a "Tandy" representation letter in connection with
the comment process for the above-referenced Registration Statements.
Response: A "Tandy" representation letter will be filed on or before
the effective date of the filing.
2. Comment: In the "Investment Objective" section of the "Risk Return
Summary," please consider explaining to shareholders the procedure for
notifying shareholders of a change in the Fund's investment objective.
Response: We indicate in the "Investment Objective" section that the
Fund's investment objective may be changed without shareholder approval
as required by Item 4 of Form N-1A. We are not aware of any requirement
to include disclosure of how we notify shareholders of a change in the
Fund's investment objective in these circumstances.
3. Comment: Please provide a definition of "equity securities" in the
"Risk Return Summary."
Response: A definition of "equity securities" is included in the
"Principal Investment Types" section of the "Risk Return Summary."
4. Comment: Please avoid using the phrase "such as" in the definition of
derivatives in the "Principal Investment Types" section of the "Risk
Return
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February 19, 2008
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Summary" and include a list of the specific types of derivatives in
which the Fund may invest.
Response: Item 4(b)(1) of Form N-1A requires a description of the
particular types of security in which the fund principally invests. It
does not require an exhaustive list of every type of investment that a
fund may make. We believe our current description of derivatives is
consistent with this requirement and therefore respectfully decline to
modify our "derivatives" disclosure. The phrase "such as" in the
subsection describing "derivatives" in the "Principal Investment Types"
in the "Risk Return Summary" is used to identify the types of the
indicators upon which the value of a derivative could be based. The
final sentence within this subsection includes a nonexhaustive list of
various types of derivatives.
5. Comment: Please include a definition of "foreign securities" in the
"Principal Investment Types" section of the "Risk Return Summary."
Response: The principal investment types in which the Fund may invest
are equity securities and derivatives. We do not consider "foreign
securities" to be a type of security in which the fund principally
invests. Please note we include the section entitled "Foreign Risk" in
order to describe one of the risks involved in investing in equity
securities. We therefore respectfully decline to modify our disclosure.
6. Comment: The "Principal Risks" section for the Fund contains "foreign
risk" which includes disclosure regarding foreign currency risk. Please
explain in the "Principal Investment Strategies" section whether the
Fund may invest in foreign currencies.
Response: Investing in foreign currencies is not a principal investment
strategy of the fund and therefore does not need to be disclosed in the
"Principal Investment Strategies" section. The "Principal Investment
Strategies" section of the prospectus for the Fund does includes
disclosure that the Fund may invest in foreign securities. We believe
that changes in currency exchange rates may affect the U.S. value of
these foreign securities and that this risk is appropriately described
in the "foreign risk" disclosure.
7. Comment: Please include disclosure in the "Principal Investment
Strategies" section of the "Risk Return Summary" that the Fund may
invest in investments that trade in over-the-counter market.
Response: While some of the Fund's investments may trade in
over-the-counter markets, we do not believe that this is a principal
investment strategy of the Fund and therefore respectfully decline to
modify our disclosure.
8. Comment: Please include disclosure in the Fund's Statement of
Additional Information that the Fund will not leverage the Fund while
outstanding borrowing of the Fund exceeds five percent.
Securities and Exchange Commission
February 19, 2008
Page 3 of 8
Response: We are not aware of any requirement for your requested
disclosure. However, the following disclosure will be added to Part II
of the Statement of Additional Information under the section entitled
"Appendix E-Investment Strategies and Risks-Borrowing":
The fund may borrow money for temporary or emergency purposes in
an amount not exceeding 33 1/3% of its total assets (including
the amount borrowed) less liabilities (other than borrowings) or
in connection with engaging in transactions considered by the SEC
to constitute a form of borrowing under the Investment Company
Act of 1940 (e.g., reverse repurchase agreements) to the extent
permitted by the fund's investment objectives and policies.
9. Comment: In footnote (2) to the Fund's Expense Table in the "Expense
Summary" section, please explain whether the "expense offset
arrangement" that reduces the Fund's custodian fee is contractual.
Response: The expense offset arrangement is part of the written fee
schedule with the custodian. However, pursuant to 2(g) of rule 6-07 of
Regulation S-X, the impact of the expense offset arrangement is not
included in the fee table or in the expense examples. Therefore we do
not believe it is necessary to provide any further information about
the expense offset arrangement as it does not have any impact on the
expense information shown.
10. Comment: In the Fund's Expense Table in the "Expense Summary" section,
do the "Other Expenses" include the administrative services fee paid to
MFS?
Response: Yes.
11. Comment: In the "Investment Adviser" section of "Management of the
Fund," please explain that because certain expenses and fees are
excluded from the expense limitation arrangement, the Fund's operating
expenses may be more than the amount that MFS has agreed to bear.
Response: We believe that the disclosure describing MFS' agreement to
bear certain of the Fund's expenses adequately describes the expense
limitation arrangement. Please note that the fund's expenses did not
exceed the expense limitation. However, if the fund's expenses had
exceeded the expense limitation, the presentation of the fund's
expenses net of the expense limitation would have shown the actual
level of net expenses, including the impact of the expense limitation
exclusions. We therefore respectfully decline to modify our disclosure.
12. Comment: In the "How to Purchase Shares" section of "How to Purchase,
Redeem and Exchange Shares," please explain the procedure for
determining "proper form." Please also identify the party by whom the
purchase order must be received. Please add similar disclosure to the
sections regarding how to redeem and exchange shares.
Securities and Exchange Commission
February 19, 2008
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Response: Because the specific requirements as to what must be included
in a purchase order vary depending on the type of account and the
method of purchase, we believe including disclosure for each possible
transaction would result in lengthy, technical disclosure that would be
confusing and inapplicable to most investors. We will however add the
following sentence to the sections describing the procedures for how to
purchase and redeem shares: "The specific requirements for proper form
vary among types of accounts and transactions; contact MFSC if you have
questions about your particular circumstances." In addition, we will
delete the reference to "proper form" from the exchange section.
Because the fund is sold through various types of financial
intermediaries who have different legal obligations and procedures with
respect to forwarding their customers orders to the fund, MFS does not
believe that it is appropriate for the prospectus for the fund to
discuss and have liability for the various legal obligations and
procedures of the financial intermediaries through whom the fund is
sold. In deciding not to adopt a hard cut off pursuant to Rule 22c-1
(Release No. IC-26288), the SEC recognized the complexity of this issue
and determined not to impose such an obligation on funds. However, in
order to alert investors to the fact that they are relying on their
financial intermediary to transmit the order to the fund in a timely
manner and in the proper form, we will add the following disclosure to
the purchase section: "Your financial intermediary is responsible for
transmitting your purchase order to the fund in proper form and in a
timely manner." In addition, we will add comparable disclosure to the
redemption section.
13. Comment: In the "How to Purchase Shares" section of "How to Purchase,
Redeem and Exchange Shares," please specify which net asset value the
customer receives on purchases. Please provide similar disclosure to
the sections regarding how to redeem shares.
Response: In the sections describing how to purchase and redeem shares,
we indicate that an investor will receive the offering price or sale
price next calculated after the investor's purchase order or redemption
order is received in proper form. The section entitled "Other
Information-Valuation," describes when the Fund's net asset value is
calculated each day as follows: "The net asset value of each class of
shares is determined each day the New York Stock Exchange (the
Exchange) is open for trading as of the close of regular trading on the
Exchange (generally 4:00 p.m. Eastern time). However, net asset value
may be calculated earlier in emergency situations or as otherwise
permitted by the SEC." We believe that this disclosure adequately
informs investors when shares are valued. We do not believe it is
necessary to provide this detailed disclosure in the purchase and
redemption section of the prospectus as well as in the valuation
section.
14. Comment: In the second paragraph of the "How to Purchase Shares"
section under "How to Purchase, Redeem and Exchange Shares," please
clarify that the Fund may not reject the redemption transaction in an
exchange.
Securities and Exchange Commission
February 19, 2008
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Response: We will modify the disclosure as follows: "The fund may
reject for any reason, or cancel as permitted or required by law, any
purchase orders."
15. Comment: In "Other Considerations-Frequent Trading" under "How to
Purchase, Redeem and Exchange Shares," please explain whether the Board
of Trustees of the Trust has adopted procedures to accommodate frequent
trading.
Response: In the section entitled "Other Considerations-Frequent
Trading-Right to Reject or Restrict Purchase and Exchange Orders," we
indicate that the Board of Trustees has adopted purchase and exchange
limitation policies which it believes are reasonably designed to
discourage frequent fund share transactions. We believe this disclosure
adequately complies with the requirements of Item 6(e) of Form N-1A.
16. Comment: Pursuant to the section entitled "Other
Considerations-Reservation of Other Rights," may MFSC discontinue at
any time without notice any redemption service or redemption privilege?
Response: Yes, as stated in the sections entitled "Other
Considerations-Reservation of Other Rights" and "Other
Considerations-Anti-Money Laundering Restrictions": "In addition to the
rights expressly stated elsewhere in this prospectus, MFSC reserves the
right to: 1) alter, add, or discontinue any conditions of purchase,
service, or privilege at any time without notice; and 2) freeze any account
or suspend account services when MFSC has received reasonable notice
(written or otherwise) of a dispute between registered or beneficial
account owners or when MFSC believes a fraudulent transaction may occur or
has occurred."
"The fund, consistent with applicable federal law, may redeem your shares
and close your account; suspend, restrict or cancel purchase and redemption
orders; process redemption requests and withhold your proceeds; and take
other action if it is unable to verify your identity within a reasonable
time or conduct required due diligence on your account or as otherwise
permitted by its anti-money laundering policies and procedures."
This would include the right to modify or eliminate methods of redemption
(e.g. telephone redemption) or redemption services (e.g., systematic
withdrawal programs). Of course, such changes in a fund's methods of
redemption or redemption services would have to be consistent with the
requirements of the Investment Company Act of 1940 with respect to the
rights of a shareholder to redeem his or her mutual fund shares.
17. Comment: Please identify the holidays for which net asset value will
not be calculated in accordance with Item 6(a)(3) in the section
entitled "Other Information-Valuation."
Response: The instructions to Item 6(a)(3) provides that "a Fund may
use a list of specific days or any other means that effectively
communicates the
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February 19, 2008
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information (e.g., explaining that shares will not be priced on the
days on which the New York Stock Exchange is closed for trading)." The
section entitled "Other Information-Valuation" includes disclosure
that the net asset value of the Fund's shares will be calculated on
each day the New York Stock Exchange is open for trading. We believe
that this disclosure adequately complies with the requirements of Item
6(e) of Form N-1A and that Item 6(e) does not require disclosure with
respect to which holidays the New York Stock Exchange is closed. We
therefore respectfully decline to modify our disclosure.
18. Comment: In the section entitled "Other Information-Valuation," please
remove disclosure regarding the valuation of debt securities.
Response: We will delete the following paragraph: "Under the fund's
valuation policies and procedures, market quotations are not considered
to be readily available for many types of debt instruments and certain
types of derivatives. These investments are generally valued at fair
value based on information from independent pricing services. These
valuations can be based on both dealer-supplied valuations and
electronic data processing techniques, which take into account factors
such as institutional-size trading in similar groups of securities,
yield, quality, coupon rate, maturity, type of issue, trading
characteristics, and other market data."
19. Comment: In the first sentence of the last paragraph of the section
entitled "Other Information-Valuation," please add "as permitted by the
SEC" after the phrase "halting of trading."
Response: We are not aware of any requirement that the SEC must permit
the halting of trading of a security in order for a fund to determine
that a market quotation is not available for that security. In a letter
dated April 30, 2001, from the Securities and Exchange Commission to
the Investment Company Institute, the SEC stated that if trading of a
security is halted during the trading day and does not resume prior to
the end of the day, the last quotation prior to the halt would not be
considered a readily available market quotation and that fair value
pricing would be appropriate. We believe our disclosure accurately
reflects this SEC position.
20. Comment: In the section of Part II of the Statement of Additional
Information entitled "Appendix E-Investment Strategies and Risks,"
please indicate which strategies are investment strategies of the Fund.
Response: The following sentence will be added to the end of the first
paragraph in the section entitled "Appendix E-Investment Strategies and
Risk": "Unless an investment strategy or investment practice described
below is prohibited by the investment policies and investment
strategies discussed in a fund's prospectus or in this SAI, or by
applicable law, a fund may engage in each of the practices described
below."
21. Comment: In either the section of Part II of the Statement of
Additional Information entitled "Appendix E-Investment Strategies and
Risks" or the
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February 19, 2008
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section of Part II of the Statement of Additional Information entitled
"Appendix F-Investment Restrictions," please describe the maximum
percentage of the Fund's assets devoted to borrowing and making loans.
Response: The requested disclosure will be made. Please refer to the
Response to Comment 8 for language with respect to borrowing. With
respect to making loans, the following disclosure will be added to the
section entitled "Appendix E-Investment Strategies and Risks-Lending":
"The fund may not lend any security or make any loan, if as a result,
more than 33 1/3% of its total assets would be lent to other parties.
This limitation does not apply to the purchase of debt instruments,
money market instruments, repurchase agreements, loans or other direct
indebtedness."
22. Comment: In the section of Part II of the Statement of Additional
Information entitled "Appendix E-Investment Strategies and Risks",
please clarify that reverse repurchase agreements constitute a form of
borrowing under the Investment Company Act of 1940.
Response: The requested disclosure will be made. Please refer to the
Response to Comment 8 for language with respect to borrowing.
23. Comment: In the section of Part II of the Statement of Additional
Information entitled "Appendix E-Investment Strategies and Risks",
please describe the maximum percentage of the Fund's assets that may be
invested in repurchase agreements.
Response: We are not aware of any requirement for your requested
disclosure. We therefore respectfully decline to modify the disclosure.
24. Comment: In the section of Part II of the Statement of Additional
Information entitled "Appendix F-Investment Restrictions" for the MFS
High Income Fund, please clarify MFS High Income Fund's concentration
limit.
Response: The following non-fundamental investment policy for the MFS
High Income Fund will be added to "Appendix F-Investment
Restrictions-For MFS High Income Fund":
The Fund may not purchase any securities of an issuer in a
particular industry if as a result 25% or more of its total assets
(taken at market value at the time of purchase) would be invested
in securities of issuers whose principal business activities are
in the same industry.
The following language will also be added to this section: "For
purposes of investment restriction (6), MFS uses a customized set of
industry groups for classifying securities based on classifications
developed by third party providers."
25. Comment: In the section of Part II of the Statement of Additional
Information entitled "Appendix F-Investment Restrictions", please
clarify that in applying
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February 19, 2008
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concentration limits for the MFS Lifetime Retirement Income Fund, the
MFS Lifetime 2010 Fund, the MFS Lifetime 2020 Fund, the MFS Lifetime
2030 Fund, the MFS Lifetime 2040 Fund, the MFS International
Diversification Fund, the MFS Aggressive Growth Allocation Fund, the
MFS Conservative Allocation Fund, the MFS Moderate Allocation Fund and
the MFS Growth Allocation Fund (collectively, the MFS funds-of-funds),
the MFS funds-of funds will look through to the underlying fund.
Response: We are not aware of any requirement that the MFS
funds-of-funds in applying their policy of not investing more than 25%
of their assets in a particular industry must look through to the
underlying funds in which they invest. We therefore respectfully
decline to make this disclosure.
26. Comment: In the section of Part II of the Statement of Additional
Information entitled "Appendix F-Investment Restrictions", for every
investment restriction that provides an exception for activities
granted by an exemptive order describe the exemptive order.
Response: We are not currently relying on any exemptive order in
connection with the fund's fundamental investments restrictions
concerning borrowing, lending, senior securities or underwriting.
If you have any questions concerning the foregoing, please call the
undersigned at 617-954-4340.
Sincerely,
/S/ Susan A. Pereira
Susan A. Pereira
Vice President and Senior
Counsel
Cc: Kimberley Browning