N-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-Q

QUARTERLY SCHEDULE OF PORTFOLIO HOLDINGS OF

REGISTERED MANAGEMENT INVESTMENT COMPANIES

Investment Company Act file number 811-21780

MFS SERIES TRUST XII

(Exact name of registrant as specified in charter)

500 Boylston Street, Boston, Massachusetts 02116

(Address of principal executive offices) (Zip code)

Susan S. Newton

Massachusetts Financial Services Company

500 Boylston Street

Boston, Massachusetts 02116

(Name and address of agents for service)

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

Date of fiscal year end: April 30*

Date of reporting period: July 31, 2009

* This Form N-Q pertains only to the following series of the Registrant: MFS Lifetime Retirement Income Fund, MFS Lifetime 2010 Fund, MFS Lifetime 2020 Fund, MFS Lifetime 2030 Fund and MFS Lifetime 2040 Fund.

ITEM 1. SCHEDULE OF INVESTMENTS.

MFS Lifetime Retirement Income Fund

PORTFOLIO OF INVESTMENTS (Unaudited) 7/31/09

Issuer	Shares/Par		Value ($)
Mutual Funds – 99.5%
MFS Core Growth Fund - Class I		39,721	$	570,760
MFS Diversified Target Return Fund - Class I		68,389		571,048
MFS Emerging Markets Debt Fund - Class I		65,068		854,349
MFS Global Real Estate Fund - Class I (a)		18,528		297,931
MFS Government Securities Fund - Class I		281,952		2,827,980
MFS High Income Fund - Class I		292,371		865,419
MFS Inflation-Adjusted Bond Fund - Class I		290,990		2,831,330
MFS International Growth Fund - Class I		14,277		292,966
MFS International Value Fund - Class I		13,389		290,003
MFS Limited Maturity Fund - Class I		934,093		5,660,606
MFS Mid Cap Growth Fund - Class I (a)		140,509		879,589
MFS Mid Cap Value Fund - Class I		97,575		883,055
MFS New Discovery Fund - Class I (a)		36,921		598,856
MFS Research Bond Fund - Class I		736,242		7,126,821
MFS Research Fund - Class I		133,137		2,630,796
MFS Research International Fund - Class I		68,126		880,869
MFS Value Fund - Class I		30,218		570,525
Total Mutual Funds			$	28,632,903
Repurchase Agreements – 0.2%
Goldman Sachs, 0.20%, dated 7/31/09, due 8/03/09, total to be received $49,001 (secured by U.S. Treasury and Federal Agency obligations and Mortgage Backed securities valued at $49,980 in a jointly traded account)	$	49,000	$	49,000
Total Investments			$	28,681,903
Other Assets, Less Liabilities – 0.3%				100,505
Net Assets – 100.0%			$	28,782,408

(a) Non-income producing security

See attached supplemental information. For more information see notes to financial statements as disclosed in the most recent semiannual or annual report.

1

MFS Lifetime Retirement Income Fund

Supplemental Information (Unaudited) 7/31/09

(1) Investment Valuations

Open-end investment companies (underlying funds) are generally valued at their net asset value per share. Short-term instruments with a maturity at issuance of 60 days or less generally are valued at amortized cost, which approximates market value. The investments of underlying funds managed by the adviser are valued as described below. For purposes of this policy disclosure, “fund” refers to the underlying fund in which the fund of fund invests. Equity securities, including restricted equity securities, are generally valued at the last sale or official closing price as provided by a third-party pricing service on the market or exchange on which they are primarily traded. For securities for which there were no sales reported that day, equity securities are generally valued at the last quoted daily bid quotation as provided by a third-party pricing service on the market or exchange on which such securities are primarily traded. For securities held short for which there were no sales reported for that day, the position is generally valued at the last quoted daily ask quotation as provided by a third-party pricing service on the market or exchange on which such securities are primarily traded. Debt instruments and floating rate loans (other than short-term instruments), 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 generally are valued at amortized cost, which approximates market value. Exchange-traded options are generally valued at the last sale or official closing price as provided by a third-party pricing service on the exchange on which such options are primarily traded. Exchange-traded options for which there were no sales reported that day are generally valued at the last daily bid quotation as provided by a third-party pricing service on the exchange on which such options are primarily traded. Options not traded on an exchange are generally valued at a broker/dealer bid quotation. Foreign currency options are generally valued using an external pricing model that uses market data from a third-party source. Futures contracts are generally valued at last posted settlement price as provided by a third-party pricing service on the market on which they are primarily traded. Futures contracts for which there were no trades that day for a particular position are generally valued at the closing bid quotation as provided by a third-party pricing service on the market on which such futures contracts are primarily traded. Forward foreign currency 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. Swaps are generally valued at valuations provided by a third-party pricing service. 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. Values obtained from 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 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. 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 carried at market value. 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 not reflected in total investments, such as futures, forwards, swap contracts, and written options. The following is a summary of the levels used as of July 31, 2009 in valuing the fund’s assets or liabilities carried at market value:

Investments at Value	Level 1		Level 2		Level 3		Total
Mutual Funds	$	28,632,903	$	—	$	—	$	28,632,903
Short Term Securities		—		49,000		—		49,000
Total Investments	$	28,632,903	$	49,000	$	—	$	28,681,903

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

2

MFS Lifetime Retirement Income Fund

Supplemental Information (Unaudited) 7/31/09 - continued

(2) Portfolio Securities

The cost and unrealized appreciation and depreciation in the value of the investments owned by the fund, as computed on a federal income tax basis, are as follows:

Aggregate Cost	$	27,400,488
Gross unrealized appreciation	$	2,284,131
Gross unrealized depreciation		(1,002,716	)
Net unrealized appreciation (depreciation)	$	1,281,415

The aggregate cost above includes prior fiscal year end tax adjustments.

(3) Transactions in Underlying Funds-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:

Underlying Funds	Beginning Shares/Par Amount	Acquisitions Shares/Par Amount	Dispositions Shares/Par Amount		Ending Shares/Par Amount
MFS Core Growth Fund	32,601	7,360	(240	)	39,721
MFS Diversified Target Return Fund	56,425	12,206	(242	)	68,389
MFS Emerging Markets Debt Fund	52,538	12,894	(364	)	65,068
MFS Global Real Estate Fund	16,445	2,646	(563	)	18,528
MFS Government Securities Fund	209,004	74,905	(1,957	)	281,952
MFS High Income Fund	248,694	46,523	(2,846	)	292,371
MFS Inflation-Adjusted Bond Fund	217,037	75,067	(1,114	)	290,990
MFS International Growth Fund	12,939	1,618	(280	)	14,277
MFS International Value Fund	12,078	1,578	(267	)	13,389
MFS Limited Maturity Fund	717,177	223,577	(6,661	)	934,093
MFS Mid Cap Growth Fund	117,813	23,685	(989	)	140,509
MFS Mid Cap Value Fund	82,206	15,925	(556	)	97,575
MFS New Discovery Fund	32,305	5,091	(475	)	36,921
MFS Research Bond Fund	586,886	156,918	(7,562	)	736,242
MFS Research Fund	111,658	22,413	(934	)	133,137
MFS Research International Fund	61,451	8,155	(1,480	)	68,126
MFS Value Fund	25,534	4,948	(264	)	30,218

3

MFS Lifetime Retirement Income Fund

Supplemental Information (Unaudited) 7/31/09 - continued

Transactions in Underlying Funds-Affiliated Issuers - continued

Underlying Funds	Realized Gain (Loss)			Capital Gain Distributions		Dividend Income		Ending Value
MFS Core Growth Fund	$	14		$	—	$	—	$	570,760
MFS Diversified Target Return Fund		3			—		—		571,048
MFS Emerging Markets Debt Fund		2			—		11,684		854,349
MFS Global Real Estate Fund		407			—		—		297,931
MFS Government Securities Fund		174			—		26,259		2,827,980
MFS High Income Fund		29			—		17,109		865,419
MFS Inflation-Adjusted Bond Fund		(972	)		—		15,932		2,831,330
MFS International Growth Fund		566			—		—		292,966
MFS International Value Fund		569			—		—		290,003
MFS Limited Maturity Fund		(2,645	)		—		55,186		5,660,606
MFS Mid Cap Growth Fund		151			—		—		879,589
MFS Mid Cap Value Fund		119			—		—		883,055
MFS New Discovery Fund		560			—		—		598,856
MFS Research Bond Fund		(4,933	)		—		85,808		7,126,821
MFS Research Fund		(7,394	)		—		—		2,630,796
MFS Research International Fund		2,021			—		—		880,869
MFS Value Fund		160			—		2,814		570,525
Total	$	(11,169	)	$	—	$	214,792	$	28,632,903

4

MFS Lifetime 2010 Fund

PORTFOLIO OF INVESTMENTS (Unaudited) 7/31/09

Issuer	Shares/Par		Value ($)
Mutual Funds – 99.8%
MFS Core Growth Fund - Class I		73,013	$	1,049,184
MFS Diversified Target Return Fund - Class I		83,758		699,376
MFS Emerging Markets Debt Fund - Class I		91,477		1,201,094
MFS Global Real Estate Fund - Class I		22,819		366,927
MFS Government Securities Fund - Class I		337,587		3,385,993
MFS High Income Fund - Class I		415,975		1,231,287
MFS Inflation-Adjusted Bond Fund - Class I		347,669		3,382,822
MFS International Growth Fund - Class I		21,882		449,026
MFS International Value Fund - Class I		20,509		444,228
MFS Limited Maturity Fund - Class I		987,016		5,981,318
MFS Mid Cap Growth Fund - Class I		186,842		1,169,629
MFS Mid Cap Value Fund - Class I		129,940		1,175,961
MFS New Discovery Fund - Class I		45,141		732,194
MFS Research Bond Fund - Class I		845,767		8,187,023
MFS Research Fund - Class I		155,217		3,067,085
MFS Research International Fund - Class I		90,587		1,171,289
MFS Value Fund - Class I		55,529		1,048,393
Total Mutual Funds			$	34,742,829
Repurchase Agreements – 0.1%
Goldman Sachs, 0.20%, dated 07/31/09, due 08/03/09, total to be received $23,000.38 (secured by U.S. Treasury and Federal Agency obligations and Mortgage Backed securities valued at $23,460 in a jointly traded account)	$	23,000	$	23,000
Total Investments			$	34,765,829
Other Assets, Less Liabilities – 0.1%				34,661
Net Assets – 100.0%			$	34,800,490

See attached supplemental information. For more information see notes to financial statements as disclosed in the most recent semiannual or annual report.

1

MFS Lifetime 2010 Fund

Supplemental Information (Unaudited) 7/31/09

(1) Investment Valuations

Open-end investment companies (underlying funds) are generally valued at their net asset value per share. Short-term instruments with a maturity at issuance of 60 days or less generally are valued at amortized cost, which approximates market value. The investments of underlying funds managed by the adviser are valued as described below. For purposes of this policy disclosure, “fund” refers to the underlying fund in which the fund of fund invests.

Equity securities, including restricted equity securities, are generally valued at the last sale or official closing price as provided by a third-party pricing service on the market or exchange on which they are primarily traded. For securities for which there were no sales reported that day, equity securities are generally valued at the last quoted daily bid quotation as provided by a third-party pricing service on the market or exchange on which such securities are primarily traded. For securities held short for which there were no sales reported for that day, the position is generally valued at the last quoted daily ask quotation as provided by a third-party pricing service on the market or exchange on which such securities are primarily traded. Debt instruments and floating rate loans (other than short-term instruments), 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 generally are valued at amortized cost, which approximates market value. Exchange-traded options are generally valued at the last sale or official closing price as provided by a third-party pricing service on the exchange on which such options are primarily traded. Exchange-traded options for which there were no sales reported that day are generally valued at the last daily bid quotation as provided by a third-party pricing service on the exchange on which such options are primarily traded. Options not traded on an exchange are generally valued at a broker/dealer bid quotation. Foreign currency options are generally valued using an external pricing model that uses market data from a third-party source. Futures contracts are generally valued at last posted settlement price as provided by a third-party pricing service on the market on which they are primarily traded. Futures contracts for which there were no trades that day for a particular position are generally valued at the closing bid quotation as provided by a third-party pricing service on the market on which such futures contracts are primarily traded. Forward foreign currency 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. Swaps are generally valued at valuations provided by a third-party pricing service. 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. Values obtained from 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 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. 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 carried at market value. 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 not reflected in total investments, such as futures, forwards, swap contracts, and written options. The following is a summary of the levels used as of July 31, 2009 in valuing the fund’s assets or liabilities carried at market value:

Investments at Value	Level 1		Level 2		Level 3		Total
Short Term Securities	$	—	$	23,000	$	—	$	23,000
Mutual Funds		34,742,829		—		—		34,742,829
Total Investments	$	34,742,829	$	23,000	$	—	$	34,765,829

2

MFS Lifetime 2010 Fund

Supplemental Information (Unaudited) 7/31/09 - continued

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

(2) Portfolio Securities

The cost and unrealized appreciation and depreciation in the value of the investments owned by the fund, as computed on a federal income tax basis, are as follows:

Aggregate Cost	$	33,790,921
Gross unrealized appreciation	$	2,781,808
Gross unrealized depreciation		(1,806,900	)
Net unrealized appreciation (depreciation)	$	974,908

The aggregate cost above includes prior fiscal year end tax adjustments.

(3) Transactions in Underlying Funds-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

Underlying Funds	Beginning Shares/Par Amount	Acquisitions Shares/Par Amount	Dispositions Shares/Par Amount		Ending Shares/Par Amount
MFS Core Growth Fund	74,186	2,017	(3,190	)	73,013
MFS Diversified Target Return Fund	82,390	3,620	(2,252	)	83,758
MFS Emerging Markets Debt Fund	91,348	2,916	(2,787	)	91,477
MFS Global Real Estate Fund	24,718	566	(2,465	)	22,819
MFS Government Securities Fund	305,589	36,566	(4,568	)	337,587
MFS High Income Fund	432,708	11,829	(28,562	)	415,975
MFS Inflation-Adjusted Bond Fund	317,968	37,420	(7,719	)	347,669
MFS International Growth Fund	24,135	225	(2,478	)	21,882
MFS International Value Fund	22,451	181	(2,123	)	20,509
MFS Limited Maturity Fund	900,222	95,995	(9,201	)	987,016
MFS Mid Cap Growth Fund	188,457	6,116	(7,731	)	186,842
MFS Mid Cap Value Fund	132,218	3,874	(6,152	)	129,940
MFS New Discovery Fund	47,724	1,810	(4,393	)	45,141
MFS Research Bond Fund	811,130	51,300	(16,663	)	845,767
MFS Research Fund	152,523	6,831	(4,137	)	155,217
MFS Research International Fund	97,710	1,570	(8,693	)	90,587
MFS Value Fund	58,372	929	(3,772	)	55,529

3

MFS Lifetime 2010 Fund

Supplemental Information (Unaudited) 7/31/09 - continued

Transactions in Underlying Funds-Affiliated Issuers – continued

Underlying Funds	Realized Gain (Loss)			Capital Gain Distributions		Dividend Income		Ending Value
MFS Core Growth Fund	$	(20,799	)	$	—	$	—	$	1,049,184
MFS Diversified Target Return Fund		804			—		—		699,376
MFS Emerging Markets Debt Fund		951			—		18,432		1,201,094
MFS Global Real Estate Fund		10,101			—		—		366,927
MFS Government Securities Fund		718			—		35,112		3,385,993
MFS High Income Fund		7,804			—		27,323		1,231,287
MFS Inflation-Adjusted Bond Fund		(6,245	)		—		21,132		3,382,822
MFS International Growth Fund		10,734			—		—		449,026
MFS International Value Fund		9,841			—		—		444,228
MFS Limited Maturity Fund		(3,421	)		—		63,895		5,981,318
MFS Mid Cap Growth Fund		5,545			—		—		1,169,629
MFS Mid Cap Value Fund		8,891			—		—		1,175,961
MFS New Discovery Fund		18,478			—		—		732,194
MFS Research Bond Fund		(9,403	)		—		108,646		8,187,023
MFS Research Fund		(32,811	)		—		—		3,067,085
MFS Research International Fund		(66,018	)		—		—		1,171,289
MFS Value Fund		3,778			—		5,533		1,048,393
Total	$	(61,052	)	$	—	$	280,073	$	34,742,829

4

MFS Lifetime 2020 Fund

PORTFOLIO OF INVESTMENTS (Unaudited) 7/31/09

Issuer	Shares/Par		Value ($)
Mutual Funds – 99.8%
MFS Core Growth Fund - Class I		532,477	$	7,651,693
MFS Diversified Target Return Fund - Class I		93,767		782,955
MFS Emerging Markets Debt Fund - Class I		295,365		3,878,149
MFS Emerging Markets Equity Fund - Class I		8,889		220,528
MFS Global Real Estate Fund - Class I (a)		115,115		1,851,057
MFS Government Securities Fund - Class I		578,577		5,803,125
MFS High Income Fund - Class I		1,339,382		3,964,572
MFS Inflation-Adjusted Bond Fund - Class I		391,311		3,807,452
MFS International Growth Fund - Class I		134,655		2,763,121
MFS International New Discovery Fund - Class I		62,901		1,017,734
MFS International Value Fund - Class I		126,009		2,729,352
MFS Mid Cap Growth Fund - Class I (a)		954,411		5,974,614
MFS Mid Cap Value Fund - Class I		663,318		6,003,025
MFS New Discovery Fund - Class I (a)		165,637		2,686,629
MFS Research Bond Fund - Class I		1,009,159		9,768,660
MFS Research Fund - Class I		364,958		7,211,575
MFS Research International Fund - Class I		405,104		5,238,001
MFS Value Fund - Class I		404,752		7,641,725
Total Mutual Funds			$	78,993,967
Repurchase Agreements – 0.1%
Goldman Sachs, 0.20%, dated 07/31/09, due 08/03/09, total to be received $57,001 (secured by U.S. Treasury and Federal Agency obligations and Mortgage Backed securities valued at $58,140 in a jointly traded account)	$	57,000	$	57,000
Total Investments			$	79,050,967
Other Assets, Less Liabilities – 0.1%				40,941
Net Assets – 100.0%			$	79,091,908

(a) Non-income producing security.

See attached supplemental information. For more information see notes to financial statements as disclosed in the most recent semiannual or annual report.

1

MFS Lifetime 2020 Fund

Supplemental Information (Unaudited) 07/31/09

(1) Investment Valuations

Open-end investment companies (underlying funds) are generally valued at their net asset value per share. Short-term instruments with a maturity at issuance of 60 days or less generally are valued at amortized cost, which approximates market value. The investments of underlying funds managed by the adviser are valued as described below. For purposes of this policy disclosure, “fund” refers to the underlying fund in which the fund of fund invests.

Equity securities, including restricted equity securities, are generally valued at the last sale or official closing price as provided by a third-party pricing service on the market or exchange on which they are primarily traded. For securities for which there were no sales reported that day, equity securities are generally valued at the last quoted daily bid quotation as provided by a third-party pricing service on the market or exchange on which such securities are primarily traded. For securities held short for which there were no sales reported for that day, the position is generally valued at the last quoted daily ask quotation as provided by a third-party pricing service on the market or exchange on which such securities are primarily traded. Debt instruments and floating rate loans (other than short-term instruments), 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 generally are valued at amortized cost, which approximates market value. Exchange-traded options are generally valued at the last sale or official closing price as provided by a third-party pricing service on the exchange on which such options are primarily traded. Exchange-traded options for which there were no sales reported that day are generally valued at the last daily bid quotation as provided by a third-party pricing service on the exchange on which such options are primarily traded. Options not traded on an exchange are generally valued at a broker/dealer bid quotation. Foreign currency options are generally valued using an external pricing model that uses market data from a third-party source. Futures contracts are generally valued at last posted settlement price as provided by a third-party pricing service on the market on which they are primarily traded. Futures contracts for which there were no trades that day for a particular position are generally valued at the closing bid quotation as provided by a third-party pricing service on the market on which such futures contracts are primarily traded. Forward foreign currency 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. Swaps are generally valued at valuations provided by a third-party pricing service. 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. Values obtained from 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 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 affect 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.

2

MFS Lifetime 2020 Fund

Supplemental Information (Unaudited) 07/31/09 - continued

Various inputs are used in determining the value of the fund’s assets or liabilities carried at market value. 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 not reflected in total investments, such as futures, forwards, swap contracts, and written options. The following is a summary of the levels used as of July 31, 2009 in valuing the fund’s assets or liabilities carried at market value:

Investments at Value	Level 1		Level 2		Level 3		Total
Short Term Securities	$	—	$	57,000	$	—	$	57,000
Mutual Funds		78,993,967		—		—		78,993,967
TOTAL	$	78,993,967	$	57,000	$	—	$	79,050,967

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

(2) Portfolio Securities

The cost and unrealized appreciation and depreciation in the value of the investments owned by the fund, as computed on a federal income tax basis, are as follows:

Aggregate Cost	$	86,364,538
Gross unrealized appreciation	$	2,584,515
Gross unrealized depreciation		(9,898,086	)
Net unrealized appreciation (depreciation)	$	(7,313,571	)

The aggregate cost above includes prior fiscal year end tax adjustments.

3

MFS Lifetime 2020 Fund

Supplemental Information (Unaudited) 07/31/09 - continued

(3) Transactions in Underlying Funds-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:

Underlying Funds	Beginning Shares/Par Amount			Acquisitions Shares/Par Amount		Dispositions Shares/Par Amount			Ending Shares/Par Amount
MFS Core Growth Fund	$	508,219		$	24,389	$	(131	)	$	532,477
MFS Diversified Target Return Fund		89,277			4,846		(356	)		93,767
MFS Emerging Markets Debt Fund		277,080			21,790		(3,505	)		295,365
MFS Emerging Markets Equity Fund		10,373			—		(1,484	)		8,889
MFS Global Real Estate Fund		114,985			2,809		(2,679	)		115,115
MFS Government Securities Fund		479,311			99,954		(688	)		578,577
MFS High Income Fund		1,315,581			58,952		(35,151	)		1,339,382
MFS Inflation-Adjusted Bond Fund		345,636			46,885		(1,210	)		391,311
MFS International Growth Fund		140,564			489		(6,398	)		134,655
MFS International New Discovery Fund		67,041			—		(4,140	)		62,901
MFS International Value Fund		131,912			368		(6,271	)		126,009
MFS Mid Cap Growth Fund		920,856			39,379		(5,824	)		954,411
MFS Mid Cap Value Fund		642,830			24,223		(3,735	)		663,318
MFS New Discovery Fund		165,365			4,896		(4,624	)		165,637
MFS Research Bond Fund		912,796			105,984		(9,621	)		1,009,159
MFS Research Fund		350,573			15,032		(647	)		364,958
MFS Research International Fund		419,832			4,469		(19,197	)		405,104
MFS Value Fund		398,269			9,817		(3,334	)		404,752
Underlying Funds	Realized Gain (Loss)			Capital Gain Distributions		Dividend Income			Ending Value
MFS Core Growth Fund	$	(980	)	$	—	$	—		$	7,651,693
MFS Diversified Target Return Fund		114			—		—			782,955
MFS Emerging Markets Debt Fund		490			—		56,257			3,878,149
MFS Emerging Markets Equity Fund		3,679			—		—			220,528
MFS Global Real Estate Fund		2,713			—		—			1,851,057
MFS Government Securities Fund		114			—		57,331			5,803,125
MFS High Income Fund		(38,581	)		—		84,979			3,964,572
MFS Inflation-Adjusted Bond Fund		(225	)		—		22,921			3,807,452
MFS International Growth Fund		11,299			—		—			2,763,121
MFS International New Discovery Fund		(49,881	)		—		—			1,017,734
MFS International Value Fund		11,512			—		—			2,729,352
MFS Mid Cap Growth Fund		(28,168	)		—		—			5,974,614
MFS Mid Cap Value Fund		(28,478	)		—		—			6,003,025
MFS New Discovery Fund		5,737			—		—			2,686,629
MFS Research Bond Fund		(4,982	)		—		126,314			9,768,660
MFS Research Fund		(5,366	)		—		—			7,211,575
MFS Research International Fund		(156,504	)		—		—			5,238,001
MFS Value Fund		(30,975	)		—		39,128			7,641,725
	$	(308,482	)	$	—	$	386,930		$	78,993,967

4

MFS Lifetime 2030 Fund

PORTFOLIO OF INVESTMENTS (Unaudited) 7/31/09

Issuer	Shares/Par		Value ($)
Mutual Funds – 99.8%
MFS Core Growth Fund - Class I		442,130	$	6,353,405
MFS Diversified Target Return Fund - Class I		25,359		211,748
MFS Emerging Markets Debt Fund - Class I		74,239		974,764
MFS Emerging Markets Equity Fund - Class I		33,114		821,553
MFS Global Real Estate Fund - Class I (a)		136,635		2,197,085
MFS High Income Fund - Class I		331,582		981,483
MFS Inflation-Adjusted Bond Fund - Class I		179,980		1,751,209
MFS International Growth Fund - Class I		156,046		3,202,072
MFS International New Discovery Fund - Class I		103,199		1,669,762
MFS International Value Fund - Class I		147,926		3,204,071
MFS Mid Cap Growth Fund - Class I (a)		831,172		5,203,138
MFS Mid Cap Value Fund - Class I		577,129		5,223,018
MFS New Discovery Fund - Class I (a)		146,315		2,373,234
MFS Research Bond Fund - Class I		181,736		1,759,201
MFS Research Fund - Class I		231,631		4,577,019
MFS Research International Fund - Class I		317,323		4,102,992
MFS Value Fund - Class I		337,358		6,369,323
Total Mutual Funds			$	50,975,077
Repurchase Agreements – 0.3%
Goldman Sachs, 0.20%, dated 7/31/09, due 8/03/09, total to be received $171,003 (secured by U.S. Treasury and Federal Agency obligations and Mortgage Backed securities valued at $174,420 in a jointly traded account)	$	171,000	$	171,000
Total Investments			$	51,146,077
Other Assets, Less Liabilities – (0.1)%				(40,294	)
Net Assets – 100.0%			$	51,105,783

(a) Non-income producing security.

See attached supplemental information. For more information see notes to financial statements as disclosed in the most recent semiannual or annual report.

1

MFS Lifetime 2030 Fund

Supplemental Information (Unaudited) 7/31/09

(1) Investment Valuations

Open-end investment companies (underlying funds) are generally valued at their net asset value per share. Short-term instruments with a maturity at issuance of 60 days or less generally are valued at amortized cost, which approximates market value. The investments of underlying funds managed by the adviser are valued as described below. For purposes of this policy disclosure, “fund” refers to the underlying fund in which the fund of fund invests.

Equity securities, including restricted equity securities, are generally valued at the last sale or official closing price as provided by a third-party pricing service on the market or exchange on which they are primarily traded. For securities for which there were no sales reported that day, equity securities are generally valued at the last quoted daily bid quotation as provided by a third-party pricing service on the market or exchange on which such securities are primarily traded. For securities held short for which there were no sales reported for that day, the position is generally valued at the last quoted daily ask quotation as provided by a third-party pricing service on the market or exchange on which such securities are primarily traded. Debt instruments and floating rate loans (other than short-term instruments), including restricted debt instruments, are generally valued at an evaluated or composite bid as provided by a third-party pricing service. Exchange-traded options are generally valued at the last sale or official closing price as provided by a third-party pricing service on the exchange on which such options are primarily traded. Exchange-traded options for which there were no sales reported that day are generally valued at the last daily bid quotation as provided by a third-party pricing service on the exchange on which such options are primarily traded. Options not traded on an exchange are generally valued at a broker/dealer bid quotation. Foreign currency options are generally valued using an external pricing model that uses market data from a third-party source. Futures contracts are generally valued at last posted settlement price as provided by a third-party pricing service on the market on which they are primarily traded. Futures contracts for which there were no trades that day for a particular position are generally valued at the closing bid quotation as provided by a third-party pricing service on the market on which such futures contracts are primarily traded. Forward foreign currency 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. Swaps are generally valued at valuations provided by a third-party pricing service. 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. Values obtained from 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 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 affect 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 carried at market value. 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 not reflected in total investments, such as futures, forwards, swap contracts, and written options. The following is a summary of the levels used as of July 31, 2009 in valuing the fund’s assets or liabilities carried at market value:

Investments at Value	Level 1		Level 2		Level 3		Total
Short Term Securities	$	—	$	171,000	$	—	$	171,000
Mutual Funds		50,975,077		—		—		50,975,077
Total Investments	$	50,975,077	$	171,000	$	—	$	51,146,077

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

2

MFS Lifetime 2030 Fund

Supplemental Information (Unaudited) 7/31/09 - continued

(2) Portfolio Securities

The cost and unrealized appreciation and depreciation in the value of the investments owned by the fund, as computed on a federal income tax basis, are as follows:

Aggregate Cost	$	56,459,289
Gross unrealized appreciation	$	2,053,345
Gross unrealized depreciation		(7,366,557	)
Net unrealized appreciation (depreciation)	$	(5,313,212	)

The aggregate cost above includes prior fiscal year end tax adjustments.

(3) Transactions in Underlying Funds-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:

Underlying Funds	Beginning Shares/Par Amount			Acquisitions Shares/Par Amount		Dispositions Shares/Par Amount			Ending Shares/Par Amount
MFS Core Growth Fund	$	394,106		$	48,693	$	(669	)	$	442,130
MFS Diversified Target Return Fund		21,818			3,546		(5	)		25,359
MFS Emerging Markets Debt Fund		60,916			13,413		(90	)		74,239
MFS Emerging Markets Equity Fund		34,040			675		(1,601	)		33,114
MFS Global Real Estate Fund		133,241			7,559		(4,165	)		136,635
MFS High Income Fund		289,246			42,893		(557	)		331,582
MFS Inflation-Adjusted Bond Fund		143,736			36,440		(196	)		179,980
MFS International Growth Fund		154,524			3,865		(2,343	)		156,046
MFS International New Discovery Fund		104,186			2,333		(3,320	)		103,199
MFS International Value Fund		144,576			5,153		(1,803	)		147,926
MFS Mid Cap Growth Fund		771,916			64,601		(5,345	)		831,172
MFS Mid Cap Value Fund		538,709			38,420		—			577,129
MFS New Discovery Fund		141,057			9,526		(4,268	)		146,315
MFS Research Bond Fund		155,282			27,933		(1,479	)		181,736
MFS Research Fund		213,597			18,249		(215	)		231,631
MFS Research International Fund		310,837			11,036		(4,550	)		317,323
MFS Value Fund		308,856			28,502		—			337,358
Underlying Funds	Realized Gain (Loss)			Capital Gain Distributions		Dividend Income			Ending Value
MFS Core Growth Fund	$	(4,809	)	$	—	$	—		$	6,353,405
MFS Diversified Target Return Fund		(2	)		—		—			211,748
MFS Emerging Markets Debt Fund		(2	)		—		13,116			974,764
MFS Emerging Markets Equity Fund		5,182			—		—			821,553
MFS Global Real Estate Fund		4,115			—		—			2,197,085
MFS High Income Fund		(557	)		—		19,651			981,483
MFS Inflation-Adjusted Bond Fund		(38	)		—		9,945			1,751,209
MFS International Growth Fund		3,858			—		—			3,202,072
MFS International New Discovery Fund		(33,482	)		—		—			1,669,762
MFS International Value Fund		3,201			—		—			3,204,071
MFS Mid Cap Growth Fund		(23,267	)		—		—			5,203,138
MFS Mid Cap Value Fund		—			—		—			5,223,018
MFS New Discovery Fund		(28,397	)		—		—			2,373,234
MFS Research Bond Fund		(759	)		—		21,834			1,759,201
MFS Research Fund		(1,978	)		—		—			4,577,019
MFS Research International Fund		(36,104	)		—		—			4,102,992
MFS Value Fund		—			—		31,348			6,369,323
	$	(113,039	)	$	—	$	95,894		$	50,975,077

3

MFS Lifetime 2040 Fund

PORTFOLIO OF INVESTMENTS (Unaudited) 7/31/09

Issuer	Shares/Par		Value ($)
Mutual Funds – 99.7%
MFS Core Growth Fund - Class I		300,342	$	4,315,920
MFS Emerging Markets Equity Fund - Class I		27,097		672,275
MFS Global Real Estate Fund - Class I (a)		105,018		1,688,696
MFS Inflation-Adjusted Bond Fund - Class I		85,477		831,691
MFS International Growth Fund - Class I		114,450		2,348,504
MFS International New Discovery Fund - Class I		83,176		1,345,788
MFS International Value Fund - Class I		108,439		2,348,797
MFS Mid Cap Growth Fund - Class I (a)		584,615		3,659,693
MFS Mid Cap Value Fund - Class I		405,369		3,668,589
MFS New Discovery Fund - Class I (a)		103,287		1,675,317
MFS Research Bond Fund - Class I		86,155		833,977
MFS Research Fund - Class I		151,818		2,999,930
MFS Research International Fund - Class I		207,698		2,685,541
MFS Value Fund - Class I		229,030		4,324,084
Total Mutual Funds			$	33,398,802
Repurchase Agreements – 0.6%
Goldman Sachs, 0.20%, dated 07/31/09, due 08/03/09, total to be received $212,004 (secured by U.S. Treasury and Federal Agency obligations and Mortgage Backed securities valued at $216,240 in a jointly traded account)	$	212,000	$	212,000
Total Investments			$	33,610,802
Other Assets, Less Liabilities – (0.3)%				(106,779	)
Net Assets – 100.0%			$	33,504,023

(a) Non-income producing security.

See attached supplemental information. For more information see notes to financial statements as disclosed in the most recent semiannual or annual report.

1

MFS Lifetime 2040 Fund

Supplemental Information (Unaudited) 7/31/09

(1) Investment Valuations

Open-end investment companies (underlying funds) are generally valued at their net asset value per share. Short-term instruments with a maturity at issuance of 60 days or less generally are valued at amortized cost, which approximates market value. The investments of underlying funds managed by the adviser are valued as described below. For purposes of this policy disclosure, “fund” refers to the underlying fund in which the fund of fund invests.

Equity securities, including restricted equity securities, are generally valued at the last sale or official closing price as provided by a third-party pricing service on the market or exchange on which they are primarily traded. For securities for which there were no sales reported that day, equity securities are generally valued at the last quoted daily bid quotation as provided by a third-party pricing service on the market or exchange on which such securities are primarily traded. For securities held short for which there were no sales reported for that day, the position is generally valued at the last quoted daily ask quotation as provided by a third-party pricing service on the market or exchange on which such securities are primarily traded. Debt instruments and floating rate loans (other than short-term instruments), 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 generally are valued at amortized cost, which approximates market value. Exchange-traded options are generally valued at the last sale or official closing price as provided by a third-party pricing service on the exchange on which such options are primarily traded. Exchange-traded options for which there were no sales reported that day are generally valued at the last daily bid quotation as provided by a third-party pricing service on the exchange on which such options are primarily traded. Options not traded on an exchange are generally valued at a broker/dealer bid quotation. Foreign currency options are generally valued using an external pricing model that uses market data from a third-party source. Futures contracts are generally valued at last posted settlement price as provided by a third-party pricing service on the market on which they are primarily traded. Futures contracts for which there were no trades that day for a particular position are generally valued at the closing bid quotation as provided by a third-party pricing service on the market on which such futures contracts are primarily traded. Forward foreign currency 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. Swaps are generally valued at valuations provided by a third-party pricing service. 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. Values obtained from 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 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 affect 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 carried at market value. 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 not reflected in total investments, such as futures, forwards, swap contracts, and written options. The following is a summary of the levels used as of July 31, 2009 in valuing the fund’s assets or liabilities carried at market value:

Investments at Value	Level 1		Level 2		Level 3		Total
Mutual Funds	$	33,398,802	$	—	$	—	$	33,398,802
Short Term Securities		—		212,000		—		212,000
TOTAL	$	33,398,802	$	212,000	$	—	$	33,610,802

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

2

MFS Lifetime 2040 Fund

Supplemental Information (Unaudited) 7/31/09 - continued

(2) Portfolio Securities

The cost and unrealized appreciation and depreciation in the value of the investments owned by the fund, as computed on a federal income tax basis, are as follows:

Aggregate Cost	$	36,462,704
Gross unrealized appreciation	$	1,395,373
Gross unrealized depreciation		(4,247,275	)
Net unrealized appreciation (depreciation)	$	(2,851,902	)

The aggregate cost above includes prior fiscal year end tax adjustments.

(3) Transactions in Underlying Funds-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:

Underlying Funds	Beginning Shares/Par Amount			Acquisitions Shares/Par Amount		Dispositions Shares/Par Amount			Ending Shares/Par Amount
MFS Core Growth Fund		260,082			40,481		(221	)		300,342
MFS Emerging Markets Equity Fund		27,028			1,222		(1,153	)		27,097
MFS Global Real Estate Fund		98,060			10,313		(3,355	)		105,018
MFS Inflation-Adjusted Bond Fund		67,617			20,129		(2,269	)		85,477
MFS International Growth Fund		109,590			7,376		(2,516	)		114,450
MFS International New Discovery Fund		80,504			4,742		(2,070	)		83,176
MFS International Value Fund		102,819			8,492		(2,872	)		108,439
MFS Mid Cap Growth Fund		526,880			58,582		(847	)		584,615
MFS Mid Cap Value Fund		367,549			38,700		(880	)		405,369
MFS New Discovery Fund		97,818			8,969		(3,500	)		103,287
MFS Research Bond Fund		72,788			16,385		(3,018	)		86,155
MFS Research Fund		136,623			15,367		(172	)		151,818
MFS Research International Fund		198,424			15,327		(6,053	)		207,698
MFS Value Fund		203,867			25,986		(823	)		229,030
Underlying Funds	Realized Gain (Loss)			Capital Gain Distributions		Dividend Income			Ending Value
MFS Core Growth Fund		(1,602	)		—		—			4,315,920
MFS Emerging Markets Equity Fund		2,986			—		—			672,275
MFS Global Real Estate Fund		1,502			—		—			1,688,696
MFS Inflation-Adjusted Bond Fund		(289	)		—		4,727			831,691
MFS International Growth Fund		1,560			—		—			2,348,504
MFS International New Discovery Fund		(15,816	)		—		—			1,345,788
MFS International Value Fund		1,474			—		—			2,348,797
MFS Mid Cap Growth Fund		(3,909	)		—		—			3,659,693
MFS Mid Cap Value Fund		(5,162	)		—		—			3,668,589
MFS New Discovery Fund		(21,987	)		—		—			1,675,317
MFS Research Bond Fund		220			—		10,189			833,977
MFS Research Fund		(1,503	)		—		—			2,999,930
MFS Research International Fund		(50,004	)		—		—			2,685,541
MFS Value Fund		(9,099	)		—		21,143			4,324,084
	$	(101,629	)	$	—	$	36,059		$	33,398,802

3

ITEM 2. CONTROLS AND PROCEDURES.

(a) Based upon their evaluation of the effectiveness 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-Q, 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 registrant’s last fiscal quarter that have materially affected, or are reasonably likely to materially affect, the registrant’s internal control over financial reporting.

ITEM 3. EXHIBITS.

File as exhibits as part of this Form 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.

Notice

A copy of the Declaration of Trust, as amended, 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 SERIES TRUST XII

By (Signature and Title)*	MARIA F. DWYER
	Maria F. Dwyer, President

Date: September 16, 2009

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)*	MARIA F. DWYER
	Maria F. Dwyer, President (Principal Executive Officer)

Date: September 16, 2009

By (Signature and Title)*	JOHN M. CORCORAN
	John M. Corcoran, Treasurer (Principal Financial Officer and Accounting Officer)

Date: September 16, 2009

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

EX-99.CERT

EX-99.CERT

MFS SERIES TRUST XII

CERTIFICATION

I, John M. Corcoran, certify that:

1. I have reviewed this report on Form N-Q of MFS Series Trust XII;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the schedules of investments included in this report fairly present in all material respects the investments of the registrant as of the end of the fiscal quarter for which the report is filed;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report, based on such evaluation; and

d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: September 16, 2009	JOHN M. CORCORAN
	John M. Corcoran
	Treasurer (Principal Financial Officer and Accounting Officer)

EX-99.CERT

MFS SERIES TRUST XII

CERTIFICATION

I, Maria F. Dwyer, certify that:

1. I have reviewed this report on Form N-Q of MFS Series Trust XII;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the schedules of investments included in this report fairly present in all material respects the investments of the registrant as of the end of the fiscal quarter for which the report is filed;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report, based on such evaluation; and

d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: September 16, 2009	MARIA F. DWYER
	Maria F. Dwyer
	President (Principal Executive Officer)