N-CSRS

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT 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: October 31, 2010*

* This Form N-CSR pertains to the following series of the Registrant: MFS Lifetime Retirement Income Fund, MFS Lifetime 2010 Fund, MFS Lifetime 2020 Fund, MFS Lifetime 2030 Fund, MFS Lifetime 2040 Fund, and MFS Lifetime 2050 Fund. The remaining series of the Registrant, MFS Sector Rotational Fund, has a fiscal year end of October 31.

ITEM 1. REPORTS TO STOCKHOLDERS.

MFS® Lifetime Funds

LETTER FROM THE CEO	1
PORTFOLIO COMPOSITION	2
EXPENSE TABLES	6
PORTFOLIO OF INVESTMENTS	13
STATEMENTS OF ASSETS AND LIABILITIES	16
STATEMENTS OF OPERATIONS	18
STATEMENTS OF CHANGES IN NET ASSETS	19
FINANCIAL HIGHLIGHTS	20
NOTES TO FINANCIAL STATEMENTS	49
BOARD REVIEW OF INVESTMENT ADVISORY AGREEMENTS	66
PROXY VOTING POLICIES AND INFORMATION	71
QUARTERLY PORTFOLIO DISCLOSURE	71
FURTHER INFORMATION	71

CONTACT INFORMATION BACK COVER

SIPC Contact Information: You may obtain information about the Securities Investor Protection Corporation (“SIPC”), including the SIPC Brochure, by contacting SIPC either by telephone (202-371-8300) or by accessing SIPC’s website address (www.sipc.org).

The report is prepared for the general information of shareholders. It is authorized for distribution to prospective investors only when preceded or accompanied by a current prospectus.

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

LETTER FROM THE CEO

Dear Shareholders:

After an extended rebound in the financial markets, uncertainty returned in early 2010 as investors began to question the durability of the recovery for global economies and markets. That uncertainty led to increased risk aversion, especially as investors saw the eurozone struggle with the debt woes of many of its members. In September, the U.S. Federal Reserve Board’s promises to further loosen monetary policy helped assuage market fears and drive asset prices off their recent lows. A combination of solid earnings and improving economic data gave an additional boost to investor sentiment. As we near the end of 2010, we are cautiously optimistic that economic growth will continue to improve and that the global economies will recover from the shocks of the past few years. We expect the pace of recovery worldwide will be uneven and volatile.

As always, we continue to be mindful of the many challenges faced at the individual, national, and international levels. It is in times such as these that we want to remind investors of the merits of maintaining a long-term view, adhering to basic investing principles such as asset allocation and diversification, and working closely with their advisors to research and identify investment opportunities.

Respectfully,

Robert J. Manning

Chairman and Chief Executive Officer

MFS Investment Management®

December 15, 2010

The opinions expressed in this letter are subject to change, may not be relied upon for investment advice, and no forecasts can be guaranteed.

1

PORTFOLIO COMPOSITION

MFS Lifetime Retirement Income Fund

Portfolio target allocation

Portfolio actual allocation

Portfolio holdings
MFS Research Bond Fund	21.9%
MFS Limited Maturity Fund	19.9%
MFS Inflation-Adjusted Bond Fund	10.0%
MFS Government Securities Fund	9.9%
MFS Research Fund	7.9%
MFS Global Bond Fund	5.0%
MFS High Income Fund	3.0%
MFS Mid Cap Growth Fund	3.0%
MFS Research International Fund	3.0%
MFS Mid Cap Value Fund	3.0%
MFS New Discovery Fund	2.0%
MFS Core Growth Fund	2.0%
MFS Value Fund	2.0%
MFS Diversified Target Return Fund	2.0%
MFS Commodity Strategy Fund	1.0%
MFS Emerging Markets Debt Fund	1.0%
MFS International Growth Fund	1.0%
MFS International Value Fund	1.0%
MFS Global Real Estate Fund	1.0%
Cash & Other Net Assets	0.4%

MFS Lifetime 2010 Fund

Portfolio target allocation

Portfolio actual allocation

Portfolio holdings
MFS Research Bond Fund	21.9%
MFS Limited Maturity Fund	19.9%
MFS Inflation-Adjusted Bond Fund	10.0%
MFS Government Securities Fund	10.0%
MFS Research Fund	7.9%
MFS Global Bond Fund	5.0%
MFS Mid Cap Growth Fund	3.0%
MFS High Income Fund	3.0%
MFS Research International Fund	3.0%
MFS Mid Cap Value Fund	3.0%
MFS New Discovery Fund	2.0%
MFS Core Growth Fund	2.0%
MFS Diversified Target Return Fund	2.0%
MFS Value Fund	2.0%
MFS Commodity Strategy Fund	1.0%
MFS Emerging Markets Debt Fund	1.0%
MFS International Value Fund	1.0%
MFS International Growth Fund	1.0%
MFS Global Real Estate Fund	1.0%
Cash & Other Net Assets	0.3%

Percentages are based on net assets as of 10/31/10.

The portfolio is actively managed and current holdings may be different.

2

Portfolio Composition – continued

MFS Lifetime 2020 Fund

Portfolio target allocation

Portfolio holdings
MFS Research Bond Fund	12.1%
MFS Government Securities Fund	10.0%
MFS Core Growth Fund	8.0%
MFS Research Fund	8.0%
MFS Value Fund	8.0%
MFS Mid Cap Growth Fund	7.1%
MFS Mid Cap Value Fund	7.0%
MFS Research International Fund	6.0%
MFS Inflation-Adjusted Bond Fund	5.1%
MFS High Income Fund	5.0%
MFS Global Bond Fund	5.0%
MFS Commodity Strategy Fund	3.0%
MFS New Discovery Fund	3.0%
MFS Emerging Markets Debt Fund	3.0%
MFS International Value Fund	3.0%
MFS International Growth Fund	3.0%
MFS Global Real Estate Fund	2.0%
MFS Diversified Target Return Fund	1.0%
MFS International New Discovery Fund	1.0%
MFS Limited Maturity Fund	0.1%
MFS Emerging Markets Equity Fund (o)	0.0%
Cash & Other Net Assets	(0.4)%

(o) Less than 0.1%.

From time to time “Cash & Other Net Assets” may be negative due to timing of cash receipts and/or equivalent exposure from any derivative holdings.

Percentages are based on net assets as of 10/31/10.

The portfolio is actively managed and current holdings may be different.

Portfolio actual allocation

3

Portfolio Composition – continued

MFS Lifetime 2030 Fund

Portfolio target allocation

Portfolio holdings
MFS Core Growth Fund	11.5%
MFS Value Fund	11.5%
MFS Mid Cap Growth Fund	9.6%
MFS Mid Cap Value Fund	9.5%
MFS Research Fund	8.0%
MFS Research International Fund	7.5%
MFS International Value Fund	6.0%
MFS International Growth Fund	5.9%
MFS Commodity Strategy Fund	4.5%
MFS New Discovery Fund	4.5%
MFS Global Real Estate Fund	4.0%
MFS Inflation-Adjusted Bond Fund	3.8%
MFS International New Discovery Fund	3.0%
MFS Research Bond Fund	2.8%
MFS High Income Fund	2.5%
MFS Global Bond Fund	2.0%
MFS Emerging Markets Debt Fund	1.5%
MFS Emerging Markets Equity Fund	1.5%
MFS Diversified Target Return Fund	0.5%
Cash & Other Net Assets	(0.1)%

Portfolio actual allocation

From time to time “Cash & Other Net Assets” may be negative due to timing of cash receipts and/or equivalent exposure from any derivative holdings.

Percentages are based on net assets as of 10/31/10.

The portfolio is actively managed and current holdings may be different.

4

Portfolio Composition – continued

MFS Lifetime 2040 Fund

Portfolio target allocation

Portfolio actual allocation

Portfolio holdings
MFS Core Growth Fund	12.0%
MFS Value Fund	11.9%
MFS Mid Cap Growth Fund	10.1%
MFS Mid Cap Value Fund	10.0%
MFS Research International Fund	8.0%
MFS Research Fund	8.0%
MFS International Value Fund	7.0%
MFS International Growth Fund	6.9%
MFS New Discovery Fund	5.1%
MFS Commodity Strategy Fund	5.0%
MFS Global Real Estate Fund	5.0%
MFS International New Discovery Fund	4.0%
MFS Research Bond Fund	2.5%
MFS Inflation-Adjusted Bond Fund	2.5%
MFS Emerging Markets Equity Fund	2.0%
Cash & Other Net Assets (o)	0.0%

MFS Lifetime 2050 Fund

Portfolio target allocation

Portfolio actual allocation

Portfolio holdings
MFS Core Growth Fund	12.0%
MFS Value Fund	11.9%
MFS Mid Cap Growth Fund	10.1%
MFS Mid Cap Value Fund	10.0%
MFS Research International Fund	8.0%
MFS Research Fund	8.0%
MFS International Growth Fund	7.0%
MFS International Value Fund	7.0%
MFS Commodity Strategy Fund	5.0%
MFS New Discovery Fund	5.0%
MFS Global Real Estate Fund	5.0%
MFS International New Discovery Fund	4.0%
MFS Inflation-Adjusted Bond Fund	2.5%
MFS Research Bond Fund	2.5%
MFS Emerging Markets Equity Fund	2.0%
Cash & Other Net Assets (o)	(0.0)%

(o) Less than 0.1%.

From time to time “Cash & Other Net Assets” may be negative due to timing of cash receipts and/or equivalent exposure from any derivative holdings.

Percentages are based on net assets as of 10/31/10.

The portfolio is actively managed and current holdings may be different.

5

EXPENSE TABLES

Fund expenses borne by the shareholders during the period, May 1, 2010 through October 31, 2010

As a shareholder of the funds, you incur two types of costs: (1) transaction costs, including sales charges (loads) on certain purchase or redemption payments, and (2) ongoing costs, including distribution and service (12b-1) fees; and other fund expenses.

These examples are intended to help you understand your ongoing costs (in dollars) of investing in the funds and to compare these costs with the ongoing costs of investing in other mutual funds.

In addition to the fees and expenses which each fund bears directly, each fund indirectly bears a pro rata share of the fees and expenses of the underlying funds in which each fund invests. Because the underlying funds have varied expenses and fee levels and each fund may own different proportions of the underlying funds at different times, the amount of fees and expenses incurred indirectly by each fund will vary. If these transactional and indirect costs were included, your costs would have been higher.

These examples are based on an investment of $1,000 invested at the beginning of the period and held for the entire period May 1, 2010 through October 31, 2010.

Actual expenses

The first line for each share class in the following tables provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

Hypothetical example for comparison purposes

The second line for each share class in the following tables provides information about hypothetical account values and hypothetical expenses based on each fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not each fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in each fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

Please note that the expenses shown in the tables are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads). Therefore, the second line for each share class in the tables is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

6

Expense Tables – continued

MFS LIFETIME RETIREMENT INCOME FUND

Share Class		Annualized Expense Ratio		Beginning Account Value 5/01/10		Ending Account Value 10/31/10		Expenses Paid During Period (p) 5/01/10-10/31/10
A	Actual		0.31%		$1,000.00		$1,045.46		$1.60
	Hypothetical (h)		0.31%		$1,000.00		$1,023.64		$1.58
B	Actual		1.06%		$1,000.00		$1,040.60		$5.45
	Hypothetical (h)		1.06%		$1,000.00		$1,019.86		$5.40
C	Actual		1.06%		$1,000.00		$1,040.60		$5.45
	Hypothetical (h)		1.06%		$1,000.00		$1,019.86		$5.40
I	Actual		0.04%		$1,000.00		$1,045.78		$0.21
	Hypothetical (h)		0.04%		$1,000.00		$1,025.00		$0.20
R1	Actual		1.06%		$1,000.00		$1,040.57		$5.45
	Hypothetical (h)		1.06%		$1,000.00		$1,019.86		$5.40
R2	Actual		0.56%		$1,000.00		$1,043.18		$2.88
	Hypothetical (h)		0.56%		$1,000.00		$1,022.38		$2.85
R3	Actual		0.31%		$1,000.00		$1,044.48		$1.60
	Hypothetical (h)		0.31%		$1,000.00		$1,023.64		$1.58
R4	Actual		0.07%		$1,000.00		$1,045.74		$0.36
	Hypothetical (h)		0.07%		$1,000.00		$1,024.85		$0.36

(h) 5% class return per year before expenses.

(p) Expenses paid is equal to each class’ annualized expense ratio, as shown above, multiplied by the average account value over the period, multiplied by the number of days in the period, divided by the number of days in the year. Expenses paid do not include any applicable sales charges (loads). If these transaction costs had been included, your costs would have been higher. In addition to the fees and expenses which the funds bear directly, the funds indirectly bear a pro rata share of the fees and expenses of the underlying funds in which the funds invest. If these indirect costs were included, your costs would have been higher.

Expense Changes Impacting the Table

Changes to the fund’s fee arrangements occurred during the six month period. Had these fee changes been in effect throughout the entire six month period, the annualized expense ratios would have been 0.25%, 1.00%, 1.00%, 0.00%, 1.00%, 0.50%, 0.25% and 0.00% for Classes A, B, C, I, R1, R2, R3, and R4 respectively; the actual expenses paid during the period would have been approximately $1.29, $5.15, $5.15, $0.00, $5.14, $2.58, $1.29, and $0.00 for Classes A, B, C, I, R1, R2, R3, and R4 respectively; and the hypothetical expenses paid during the period would have been approximately $1.28, $5.09, $5.09, $0.00, $5.09,$2.55, $1.28 and $0.00 for Classes A, B, C, I, R1, R2, R3, and R4 respectively. For further information about the fund’s fee arrangements and changes to those fee arrangements, please see Note 3 in the Notes to Financial Statements.

7

Expense Tables – continued

MFS LIFETIME 2010 FUND

Share Class		Annualized Expense Ratio		Beginning Account Value 5/01/10		Ending Account Value 10/31/10		Expenses Paid During Period (p) 5/01/10-10/31/10
A	Actual		0.32%		$1,000.00		$1,044.25		$1.65
	Hypothetical (h)		0.32%		$1,000.00		$1,023.59		$1.63
B	Actual		1.07%		$1,000.00		$1,040.11		$5.50
	Hypothetical (h)		1.07%		$1,000.00		$1,019.81		$5.45
C	Actual		1.06%		$1,000.00		$1,040.43		$5.45
	Hypothetical (h)		1.06%		$1,000.00		$1,019.86		$5.40
I	Actual		0.06%		$1,000.00		$1,044.93		$0.31
	Hypothetical (h)		0.06%		$1,000.00		$1,024.90		$0.31
R1	Actual		1.07%		$1,000.00		$1,039.50		$5.50
	Hypothetical (h)		1.07%		$1,000.00		$1,019.81		$5.45
R2	Actual		0.57%		$1,000.00		$1,042.78		$2.93
	Hypothetical (h)		0.57%		$1,000.00		$1,022.33		$2.91
R3	Actual		0.32%		$1,000.00		$1,044.25		$1.65
	Hypothetical (h)		0.32%		$1,000.00		$1,023.59		$1.63
R4	Actual		0.07%		$1,000.00		$1,044.97		$0.36
	Hypothetical (h)		0.07%		$1,000.00		$1,024.85		$0.36

(h) 5% class return per year before expenses.

(p) Expenses paid is equal to each class’ annualized expense ratio, as shown above, multiplied by the average account value over the period, multiplied by the number of days in the period, divided by the number of days in the year. Expenses paid do not include any applicable sales charges (loads). If these transaction costs had been included, your costs would have been higher. In addition to the fees and expenses which the funds bear directly, the funds indirectly bear a pro rata share of the fees and expenses of the underlying funds in which the funds invest. If these indirect costs were included, your costs would have been higher.

Expense Changes Impacting the Table

Changes to the fund’s fee arrangements occurred during the six month period. Had these fee changes been in effect throughout the entire six month period, the annualized expense ratios would have been 0.25%, 1.00%, 1.00%, 0.00%, 1.00%, 0.50%, 0.25% and 0.00% for Classes A, B, C, I, R1, R2, R3, and R4 respectively; the actual expenses paid during the period would have been approximately $1.29, $5.14, $5.14, $0.00, $5.14, $2.58, $1.29, and $0.00 for Classes A, B, C, I, R1, R2, R3, and R4 respectively; and the hypothetical expenses paid during the period would have been approximately $1.28, $5.09, $5.09, $0.00, $5.09,$2.55, $1.28 and $0.00 for Classes A, B, C, I, R1, R2, R3, and R4 respectively. For further information about the fund’s fee arrangements and changes to those fee arrangements, please see Note 3 in the Notes to Financial Statements.

8

Expense Tables – continued

MFS LIFETIME 2020 FUND

Share Class		Annualized Expense Ratio		Beginning Account Value 5/01/10		Ending Account Value 10/31/10		Expenses Paid During Period (p) 5/01/10-10/31/10
A	Actual		0.32%		$1,000.00		$1,046.60		$1.65
	Hypothetical (h)		0.32%		$1,000.00		$1,023.59		$1.63
B	Actual		1.07%		$1,000.00		$1,043.01		$5.51
	Hypothetical (h)		1.07%		$1,000.00		$1,019.81		$5.45
C	Actual		1.06%		$1,000.00		$1,043.31		$5.46
	Hypothetical (h)		1.06%		$1,000.00		$1,019.86		$5.40
I	Actual		0.07%		$1,000.00		$1,048.36		$0.36
	Hypothetical (h)		0.07%		$1,000.00		$1,024.85		$0.36
R1	Actual		1.07%		$1,000.00		$1,043.14		$5.51
	Hypothetical (h)		1.07%		$1,000.00		$1,019.81		$5.45
R2	Actual		0.57%		$1,000.00		$1,044.92		$2.94
	Hypothetical (h)		0.57%		$1,000.00		$1,022.33		$2.91
R3	Actual		0.32%		$1,000.00		$1,047.57		$1.65
	Hypothetical (h)		0.32%		$1,000.00		$1,023.59		$1.63
R4	Actual		0.07%		$1,000.00		$1,047.39		$0.36
	Hypothetical (h)		0.07%		$1,000.00		$1,024.85		$0.36

(h) 5% class return per year before expenses.

(p) Expenses paid is equal to each class’ annualized expense ratio, as shown above, multiplied by the average account value over the period, multiplied by the number of days in the period, divided by the number of days in the year. Expenses paid do not include any applicable sales charges (loads). If these transaction costs had been included, your costs would have been higher. In addition to the fees and expenses which the funds bear directly, the funds indirectly bear a pro rata share of the fees and expenses of the underlying funds in which the funds invest. If these indirect costs were included, your costs would have been higher.

Expense Changes Impacting the Table

Changes to the fund’s fee arrangements occurred during the six month period. Had these fee changes been in effect throughout the entire six month period, the annualized expense ratios would have been 0.25%, 1.00%, 1.00%, 0.00%, 1.00%, 0.50%, 0.25% and 0.00% for Classes A, B, C, I, R1, R2, R3, and R4 respectively; the actual expenses paid during the period would have been approximately $1.29, $5.15, $5.15, $0.00, $5.15, $2.58, $1.29, and $0.00 for Classes A, B, C, I, R1, R2, R3, and R4 respectively; and the hypothetical expenses paid during the period would have been approximately $1.28, $5.09, $5.09, $0.00, $5.09,$2.55, $1.28 and $0.00 for Classes A, B, C, I, R1, R2, R3, and R4 respectively. For further information about the fund’s fee arrangements and changes to those fee arrangements, please see Note 3 in the Notes to Financial Statements.

9

Expense Tables – continued

MFS LIFETIME 2030 FUND

Share Class		Annualized Expense Ratio		Beginning Account Value 5/01/10		Ending Account Value 10/31/10		Expenses Paid During Period (p) 5/01/10-10/31/10
A	Actual		0.31%		$1,000.00		$1,047.62		$1.60
	Hypothetical (h)		0.31%		$1,000.00		$1,023.64		$1.58
B	Actual		1.06%		$1,000.00		$1,043.84		$5.46
	Hypothetical (h)		1.06%		$1,000.00		$1,019.86		$5.40
C	Actual		1.06%		$1,000.00		$1,043.93		$5.46
	Hypothetical (h)		1.06%		$1,000.00		$1,019.86		$5.40
I	Actual		0.07%		$1,000.00		$1,048.45		$0.36
	Hypothetical (h)		0.07%		$1,000.00		$1,024.85		$0.36
R1	Actual		1.07%		$1,000.00		$1,043.89		$5.51
	Hypothetical (h)		1.07%		$1,000.00		$1,019.81		$5.45
R2	Actual		0.57%		$1,000.00		$1,045.88		$2.94
	Hypothetical (h)		0.57%		$1,000.00		$1,022.33		$2.91
R3	Actual		0.32%		$1,000.00		$1,047.72		$1.65
	Hypothetical (h)		0.32%		$1,000.00		$1,023.59		$1.63
R4	Actual		0.06%		$1,000.00		$1,048.50		$0.31
	Hypothetical (h)		0.06%		$1,000.00		$1,024.90		$0.31

(h) 5% class return per year before expenses.

(p) Expenses paid is equal to each class’ annualized expense ratio, as shown above, multiplied by the average account value over the period, multiplied by the number of days in the period, divided by the number of days in the year. Expenses paid do not include any applicable sales charges (loads). If these transaction costs had been included, your costs would have been higher. In addition to the fees and expenses which the funds bear directly, the funds indirectly bear a pro rata share of the fees and expenses of the underlying funds in which the funds invest. If these indirect costs were included, your costs would have been higher.

Expense Changes Impacting the Table

Changes to the fund’s fee arrangements occurred during the six month period. Had these fee changes been in effect throughout the entire six month period, the annualized expense ratios would have been 0.25%, 1.00%, 1.00%, 0.00%, 1.00%, 0.50%, 0.25% and 0.00% for Classes A, B, C, I, R1, R2, R3, and R4 respectively; the actual expenses paid during the period would have been approximately $1.29, $5.15, $5.15, $0.00, $5.15, $2.58, $1.29, and $0.00 for Classes A, B, C, I, R1, R2, R3, and R4 respectively; and the hypothetical expenses paid during the period would have been approximately $1.28, $5.09, $5.09, $0.00, $5.09, $2.55, $1.28 and $0.00 for Classes A, B, C, I, R1, R2, R3, and R4 respectively. For further information about the fund’s fee arrangements and changes to those fee arrangements, please see Note 3 in the Notes to Financial Statements.

10

Expense Tables – continued

MFS LIFETIME 2040 FUND

Share Class		Annualized Expense Ratio		Beginning Account Value 5/01/10		Ending Account Value 10/31/10		Expenses Paid During Period (p) 5/01/10-10/31/10
A	Actual		0.32%		$1,000.00		$1,047.42		$1.65
	Hypothetical (h)		0.32%		$1,000.00		$1,023.59		$1.63
B	Actual		1.07%		$1,000.00		$1,044.49		$5.51
	Hypothetical (h)		1.07%		$1,000.00		$1,019.81		$5.45
C	Actual		1.06%		$1,000.00		$1,043.71		$5.46
	Hypothetical (h)		1.06%		$1,000.00		$1,019.86		$5.40
I	Actual		0.07%		$1,000.00		$1,049.32		$0.36
	Hypothetical (h)		0.07%		$1,000.00		$1,024.85		$0.36
R1	Actual		1.06%		$1,000.00		$1,043.66		$5.46
	Hypothetical (h)		1.06%		$1,000.00		$1,019.86		$5.40
R2	Actual		0.56%		$1,000.00		$1,046.66		$2.89
	Hypothetical (h)		0.56%		$1,000.00		$1,022.38		$2.85
R3	Actual		0.32%		$1,000.00		$1,047.42		$1.65
	Hypothetical (h)		0.32%		$1,000.00		$1,023.59		$1.63
R4	Actual		0.06%		$1,000.00		$1,048.27		$0.31
	Hypothetical (h)		0.06%		$1,000.00		$1,024.90		$0.31

(h) 5% class return per year before expenses.

(p) Expenses paid is equal to each class’ annualized expense ratio, as shown above, multiplied by the average account value over the period, multiplied by the number of days in the period, divided by the number of days in the year. Expenses paid do not include any applicable sales charges (loads). If these transaction costs had been included, your costs would have been higher. In addition to the fees and expenses which the funds bear directly, the funds indirectly bear a pro rata share of the fees and expenses of the underlying funds in which the funds invest. If these indirect costs were included, your costs would have been higher.

Expense Changes Impacting the Table

Changes to the fund’s fee arrangements occurred during the six month period. Had these fee changes been in effect throughout the entire six month period, the annualized expense ratios would have been 0.25%, 1.00%, 1.00%, 0.00%, 1.00%, 0.50%, 0.25% and 0.00% for Classes A, B, C, I, R1, R2, R3, and R4 respectively; the actual expenses paid during the period would have been approximately $1.29, $5.15, $5.15, $0.00, $5.15, $2.58, $1.29, and $0.00 for Classes A, B, C, I, R1, R2, R3, and R4 respectively; and the hypothetical expenses paid during the period would have been approximately $1.28, $5.09, $5.09, $0.00, $5.09, $2.55, $1.28 and $0.00 for Classes A, B, C, I, R1, R2, R3, and R4 respectively. For further information about the fund’s fee arrangements and changes to those fee arrangements, please see Note 3 in the Notes to Financial Statements.

11

Expense Tables – continued

MFS LIFETIME 2050 FUND

Share Class		Annualized Expense Ratio		Beginning Account Value 9/15/10		Ending Account Value 10/31/10		Expenses Paid During Period (p) 9/15/10-10/31/10
A	Actual		0.25%		$1,000.00		$1,060.00		$0.33
	Hypothetical (h)		0.25%		$1,000.00		$1,023.95		$1.28
B	Actual		1.00%		$1,000.00		$1,059.00		$1.33
	Hypothetical (h)		1.00%		$1,000.00		$1,020.16		$5.09
C	Actual		1.00%		$1,000.00		$1,059.00		$1.33
	Hypothetical (h)		1.00%		$1,000.00		$1,020.16		$5.09
I	Actual		0.00%		$1,000.00		$1,060.00		$0.00
	Hypothetical (h)		0.00%		$1,000.00		$1,025.21		$0.00
R1	Actual		1.00%		$1,000.00		$1,059.00		$1.33
	Hypothetical (h)		1.00%		$1,000.00		$1,020.16		$5.09
R2	Actual		0.50%		$1,000.00		$1,059.00		$0.66
	Hypothetical (h)		0.50%		$1,000.00		$1,022.68		$2.55
R3	Actual		0.25%		$1,000.00		$1,060.00		$0.33
	Hypothetical (h)		0.25%		$1,000.00		$1,023.95		$1.28
R4	Actual		0.00%		$1,000.00		$1,060.00		$0.00
	Hypothetical (h)		0.00%		$1,000.00		$1,025.21		$0.00

(h) 5% class return per year before expenses.

(p) Expenses paid is equal to each class’ annualized expense ratio, as shown above, multiplied by the average account value over the period, multiplied by the number of days in the period, divided by the number of days in the year. Expenses paid do not include any applicable sales charges (loads). If these transaction costs had been included, your costs would have been higher. In addition to the fees and expenses which the funds bear directly, the funds indirectly bear a pro rata share of the fees and expenses of the underlying funds in which the funds invest. If these indirect costs were included, your costs would have been higher. For the hypothetical expenses paid it is assumed that the fund was in existence for the entire six month period ended October 31, 2010.

12

PORTFOLIO OF INVESTMENTS

10/31/10 (unaudited)

The Portfolio of Investments is a complete list of all securities owned by your fund. It is categorized by broad-based asset classes.

MFS LIFETIME RETIREMENT INCOME FUND

Mutual Funds - 99.6%
Issuer	Shares/Par		Value ($)
MFS Commodity Strategy Fund - Class I (a)		62,867	$	769,495
MFS Core Growth Fund - Class I		88,233		1,531,728
MFS Diversified Target Return Fund - Class I (a)		165,477		1,530,661
MFS Emerging Markets Debt Fund - Class I		49,988		768,809
MFS Global Bond Fund - Class I		350,224		3,845,460
MFS Global Real Estate Fund - Class I		49,694		766,278
MFS Government Securities Fund - Class I		737,101		7,673,221
MFS High Income Fund - Class I		664,753		2,306,691
MFS Inflation-Adjusted Bond Fund - Class I		716,826		7,684,375
MFS International Growth Fund - Class I		30,299		767,778
MFS International Value Fund - Class I		30,598		767,408
MFS Limited Maturity Fund - Class I		2,458,612		15,341,737
MFS Mid Cap Growth Fund - Class I (a)		271,981		2,306,397
MFS Mid Cap Value Fund - Class I		187,448		2,298,107
MFS New Discovery Fund - Class I (a)		65,672		1,535,407
MFS Research Bond Fund - Class I		1,589,992		16,901,611
MFS Research Fund - Class I		258,008		6,122,539
MFS Research International Fund - Class I		150,270		2,303,633
MFS Value Fund - Class I		70,646		1,530,903
Total Mutual Funds (Identified Cost, $68,451,020)			$	76,752,238
Other Assets, Less Liabilities - 0.4%				283,112
Net Assets - 100.0%			$	77,035,350
MFS LIFETIME 2010 FUND
Mutual Funds - 99.7%
Issuer	Shares/Par		Value ($)
MFS Commodity Strategy Fund - Class I (a)		43,908	$	537,440
MFS Core Growth Fund - Class I		61,752		1,072,007
MFS Diversified Target Return Fund - Class I (a)		115,525		1,068,610
MFS Emerging Markets Debt Fund - Class I		34,862		536,173
MFS Global Bond Fund - Class I		244,106		2,680,287
MFS Global Real Estate Fund - Class I		34,551		532,779
MFS Government Securities Fund - Class I		514,613		5,357,120
MFS High Income Fund - Class I		464,017		1,610,139
MFS Inflation-Adjusted Bond Fund - Class I		499,853		5,358,428
MFS International Growth Fund - Class I		21,065		533,793
MFS International Value Fund - Class I		21,341		535,236
MFS Limited Maturity Fund - Class I		1,717,209		10,715,386
MFS Mid Cap Growth Fund - Class I (a)		190,212		1,612,998
MFS Mid Cap Value Fund - Class I		130,744		1,602,919
MFS New Discovery Fund - Class I (a)		45,966		1,074,693
MFS Research Bond Fund - Class I		1,109,191		11,790,699
MFS Research Fund - Class I		180,078		4,273,243
MFS Research International Fund - Class I		104,651		1,604,295
MFS Value Fund - Class I		49,265		1,067,577
Total Mutual Funds (Identified Cost, $45,801,954)			$	53,563,822
Repurchase Agreements - 0.1%
Goldman Sachs, 0.22%, dated 10/29/10, due 11/01/10, total to be received $61,001 (secured by U.S. Treasury and Federal Agency obligations valued at $62,220 in a jointly traded account), at Cost and Value	$	61,000	$	61,000
Total Investments (Identified Cost, $45,862,954)			$	53,624,822
Other Assets, Less Liabilities - 0.2%				94,388
Net Assets - 100.0%			$	53,719,210

See Portfolio Footnotes and Notes to Financial Statements

13

Portfolio of Investments (unaudited) – continued

MFS LIFETIME 2020 FUND

Mutual Funds - 100.4%
Issuer	Shares/Par		Value ($)
MFS Commodity Strategy Fund - Class I (a)		289,334	$	3,541,441
MFS Core Growth Fund - Class I		540,241		9,378,580
MFS Diversified Target Return Fund - Class I (a)		127,629		1,180,571
MFS Emerging Markets Debt Fund - Class I		228,031		3,507,113
MFS Emerging Markets Equity Fund - Class I		6		187
MFS Global Bond Fund - Class I		530,936		5,829,679
MFS Global Real Estate Fund - Class I		150,540		2,321,327
MFS Government Securities Fund - Class I		1,118,296		11,641,458
MFS High Income Fund - Class I		1,693,804		5,877,502
MFS Inflation-Adjusted Bond Fund - Class I		549,699		5,892,775
MFS International Growth Fund - Class I		137,878		3,493,818
MFS International New Discovery Fund - Class I		53,612		1,156,412
MFS International Value Fund - Class I		139,366		3,495,309
MFS Limited Maturity Fund - Class I		20,311		126,738
MFS Mid Cap Growth Fund - Class I (a)		970,168		8,227,027
MFS Mid Cap Value Fund - Class I		663,326		8,132,374
MFS New Discovery Fund - Class I (a)		150,273		3,513,387
MFS Research Bond Fund - Class I		1,323,111		14,064,665
MFS Research Fund - Class I		393,172		9,329,983
MFS Research International Fund - Class I		456,783		7,002,480
MFS Value Fund - Class I		429,775		9,313,218
Total Mutual Funds (Identified Cost, $104,865,648)			$	117,026,044
Repurchase Agreements - 0.1%
Goldman Sachs, 0.22%, dated 10/29/10, due 11/01/10, total to be received $107,002 (secured by U.S. Treasury and Federal Agency obligations valued at $109,141 in a jointly traded account), at Cost and Value	$	107,000	$	107,000
Total Investments (Identified Cost, $104,972,648)			$	117,133,044
Other Assets, Less Liabilities - (0.5)%				(561,614)
Net Assets - 100.0%			$	116,571,430
MFS LIFETIME 2030 FUND
Mutual Funds - 100.1%
Issuer	Shares/Par		Value ($)
MFS Commodity Strategy Fund - Class I (a)		311,803	$	3,816,468
MFS Core Growth Fund - Class I		558,085		9,688,354
MFS Diversified Target Return Fund - Class I (a)		45,989		425,401
MFS Emerging Markets Debt Fund - Class I		83,517		1,284,498
MFS Emerging Markets Equity Fund - Class I		37,457		1,252,181
MFS Global Bond Fund - Class I		155,558		1,708,027
MFS Global Real Estate Fund - Class I		215,898		3,329,139
MFS High Income Fund - Class I		618,600		2,146,543
MFS Inflation-Adjusted Bond Fund - Class I		295,740		3,170,330
MFS International Growth Fund - Class I		197,589		5,006,911
MFS International New Discovery Fund - Class I		116,252		2,507,550
MFS International Value Fund - Class I		200,357		5,024,956
MFS Mid Cap Growth Fund - Class I (a)		952,711		8,078,991
MFS Mid Cap Value Fund - Class I		649,131		7,958,339
MFS New Discovery Fund - Class I (a)		163,091		3,813,073
MFS Research Bond Fund - Class I		218,281		2,320,328
MFS Research Fund - Class I		282,387		6,701,051
MFS Research International Fund - Class I		409,692		6,280,572
MFS Value Fund - Class I		444,941		9,641,873
Total Mutual Funds (Identified Cost, $74,237,282)			$	84,154,585
Repurchase Agreements - 0.1%
Goldman Sachs, 0.22%, dated 10/29/10, due 11/01/10, total to be received $83,002 (secured by U.S. Treasury and Federal Agency obligations valued at $84,661 in a jointly traded account), at Cost and Value	$	83,000	$	83,000
Total Investments (Identified Cost, $74,320,282)			$	84,237,585
Other Assets, Less Liabilities - (0.2)%				(176,262)
Net Assets - 100.0%			$	84,061,323

See Portfolio Footnotes and Notes to Financial Statements

14

Portfolio of Investments (unaudited) – continued

MFS LIFETIME 2040 FUND

Mutual Funds - 100.0%
Issuer	Shares/Par		Value ($)
MFS Commodity Strategy Fund - Class I (a)		238,377	$	2,917,730
MFS Core Growth Fund - Class I		399,815		6,940,793
MFS Emerging Markets Equity Fund - Class I		34,459		1,151,967
MFS Global Real Estate Fund - Class I		185,722		2,863,826
MFS Inflation-Adjusted Bond Fund - Class I		134,578		1,442,677
MFS International Growth Fund - Class I		158,662		4,020,495
MFS International New Discovery Fund - Class I		106,980		2,307,565
MFS International Value Fund - Class I		160,688		4,030,065
MFS Mid Cap Growth Fund - Class I (a)		689,411		5,846,207
MFS Mid Cap Value Fund - Class I		469,520		5,756,316
MFS New Discovery Fund - Class I (a)		124,849		2,918,971
MFS Research Bond Fund - Class I		135,813		1,443,694
MFS Research Fund - Class I		193,797		4,598,799
MFS Research International Fund - Class I		300,182		4,601,793
MFS Value Fund - Class I		318,256		6,896,601
Total Mutual Funds (Identified Cost, $49,755,752)			$	57,737,499
Repurchase Agreements - 0.2%
Goldman Sachs, 0.22%, dated 10/29/10, due 11/01/10, total to be received $108,002 (secured by U.S. Treasury and Federal Agency obligations valued at $110,161 in a jointly traded account), at Cost and Value	$	108,000	$	108,000
Total Investments (Identified Cost, $49,863,752)			$	57,845,499
Other Assets, Less Liabilities - (0.2)%				(88,679)
Net Assets - 100.0%			$	57,756,820
MFS LIFETIME 2050 FUND
Mutual Funds - 100.0%
Issuer	Shares/Par		Value ($)
MFS Commodity Strategy Fund - Class I (a)		3,502	$	42,869
MFS Core Growth Fund - Class I		5,870		101,909
MFS Emerging Markets Equity Fund - Class I		508		16,973
MFS Global Real Estate Fund - Class I		2,746		42,345
MFS Inflation-Adjusted Bond Fund - Class I		1,968		21,096
MFS International Growth Fund - Class I		2,343		59,377
MFS International New Discovery Fund - Class I		1,578		34,029
MFS International Value Fund - Class I		2,355		59,061
MFS Mid Cap Growth Fund - Class I (a)		10,065		85,354
MFS Mid Cap Value Fund - Class I		6,897		84,554
MFS New Discovery Fund - Class I (a)		1,814		42,402
MFS Research Bond Fund - Class I		1,973		20,972
MFS Research Fund - Class I		2,847		67,564
MFS Research International Fund - Class I		4,428		67,886
MFS Value Fund - Class I		4,675		101,304
Total Mutual Funds (Identified Cost, $800,292)			$	847,695
Other Assets, Less Liabilities - (0.0)%				(137)
Net Assets - 100.0%			$	847,558

Portfolio Footnotes:

(a) Non-income producing security.

See Notes to Financial Statements

15

Financial Statements

STATEMENTS OF ASSETS AND LIABILITIES

At 10/31/10 (unaudited)

These statements represent each fund’s balance sheet, which details the assets and liabilities comprising the total value of each fund.

	Lifetime Retirement Income Fund			Lifetime 2010 Fund			Lifetime 2020 Fund			Lifetime 2030 Fund			Lifetime 2040 Fund			Lifetime 2050 Fund
Assets
Investments –
Underlying funds, at value (Identified cost, $68,451,020, $45,801,954, $104,865,648, $74,237,282, $49,755,752, and $800,292, respectively)		$76,752,238			$53,563,822			$117,026,044			$84,154,585			$57,737,499			$847,695
Repurchase agreements, at cost and value		—			61,000			107,000			83,000			108,000			—
Total investments, at value (identified cost, $68,451,020, $45,862,954, $104,972,648, $74,320,282, $49,863,752, and $800,292, respectively)		$76,752,238			$53,624,822			$117,133,044			$84,237,585			$57,845,499			$847,695
Cash		—			854			591			671			403			—
Receivables for
Investments sold		450,741			86,148			181,244			—			37,441			2,993
Fund shares sold		645,193			210,989			317,527			109,168			86,492			—
Interest and dividends		—			1			2			—			2			—
Receivable from investment adviser		34,203			31,780			35,564			33,505			32,101			8,482
Other assets		448			—			3,598			—			—			—
Total assets		$77,882,823			$53,954,594			$117,671,570			$84,380,929			$58,001,938			$859,170
Liabilities
Payable to custodian		$519,608			$ —			$ —			$ —			$ —			$2,993
Payables for
Distributions		24,396			—			—			—			—			—
Investments purchased		246,278			64,949			161,034			133,383			115,888			—
Fund shares reacquired		51,073			165,966			928,665			178,946			123,040			—
Payable to affiliates
Shareholder servicing costs		1,392			382			3,108			1,709			1,554			430
Distribution and service fees		4,515			3,051			6,372			4,439			3,082			46
Administrative services fee		192			192			192			192			192			192
Payable for independent Trustees’ compensation		19			17			19			22			16			103
Accrued expenses and other liabilities		—			827			750			915			1,346			7,848
Total liabilities		$847,473			$235,384			$1,100,140			$319,606			$245,118			$11,612
Net assets		$77,035,350			$53,719,210			$116,571,430			$84,061,323			$57,756,820			$847,558
Net assets consist of
Paid-in capital		$71,396,479			$49,339,992			$115,611,711			$85,052,552			$56,492,325			$800,000
Unrealized appreciation (depreciation) on investments		8,301,218			7,761,868			12,160,396			9,917,303			7,981,747			47,404
Accumulated net realized gain (loss) on investments		(2,647,993	)		(4,242,193	)		(12,250,616	)		(11,010,543	)		(6,671,637	)		175
Accumulated undistributed (distributions in excess of) net investment income		(14,354	)		859,543			1,049,939			102,011			(45,615	)		(21	)
Net assets		$77,035,350			$53,719,210			$116,571,430			$84,061,323			$57,756,820			$847,558

16

Statements of Assets and Liabilities (unaudited) – continued

	Lifetime Retirement Income Fund		Lifetime 2010 Fund		Lifetime 2020 Fund		Lifetime 2030 Fund		Lifetime 2040 Fund		Lifetime 2050 Fund
Net assets
Class A		$28,297,410		$12,046,227		$22,605,868		$11,658,888		$7,848,535		$105,979
Class B		4,111,174		2,186,308		4,565,677		3,137,940		1,640,156		105,877
Class C		20,402,347		5,705,136		7,517,101		3,565,809		2,521,502		105,877
Class I		4,068,283		608,108		978,605		1,969,599		2,391,405		106,012
Class R1		2,349,254		3,880,234		8,686,439		6,327,578		4,074,455		105,877
Class R2		12,303,442		23,486,551		54,666,533		41,484,634		32,835,405		105,945
Class R3		5,383,078		5,500,442		17,049,249		15,303,349		5,963,931		105,979
Class R4		120,362		306,204		501,958		613,526		481,431		106,012
Total net assets		$77,035,350		$53,719,210		$116,571,430		$84,061,323		$57,756,820		$847,558
Shares of beneficial interest outstanding
Class A		2,587,390		1,020,705		2,096,843		1,152,184		789,502		10,000
Class B		375,793		187,362		427,885		313,896		166,401		10,000
Class C		1,865,107		492,675		709,310		357,360		257,607		10,000
Class I		371,758		51,257		90,262		193,682		239,120		10,000
Class R1		214,600		334,939		816,562		633,649		415,763		10,000
Class R2		1,124,324		2,008,070		5,106,664		4,134,922		3,326,784		10,000
Class R3		492,055		466,269		1,580,622		1,515,077		600,052		10,000
Class R4		10,993		25,839		46,344		60,396		48,169		10,000
Total shares of beneficial interest outstanding		7,042,020		4,587,116		10,874,492		8,361,166		5,843,398		80,000
Class A shares
Net asset value per share (net assets/shares of beneficial interest outstanding)		$10.94		$11.80		$10.78		$10.12		$9.94		$10.60
Offering price per share (100 / 94.25 × net asset value per share)		$11.61		$12.52		$11.44		$10.74		$10.55		$11.25
Class B shares
Net asset value and offering price per share (net assets/shares of beneficial interest outstanding)		$10.94		$11.67		$10.67		$10.00		$9.86		$10.59
Class C shares
Net asset value and offering price per share (net assets/shares of beneficial interest outstanding)		$10.94		$11.58		$10.60		$9.98		$9.79		$10.59
Class I shares
Net asset value, offering price, and redemption price per share (net assets/shares of beneficial interest outstanding)		$10.94		$11.86		$10.84		$10.17		$10.00		$10.60
Class R1 shares
Net asset value, offering price, and redemption price per share (net assets/shares of beneficial interest outstanding)		$10.95		$11.58		$10.64		$9.99		$9.80		$10.59
Class R2 shares
Net asset value, offering price, and redemption price per share (net assets/shares of beneficial interest outstanding)		$10.94		$11.70		$10.70		$10.03		$9.87		$10.59
Class R3 shares
Net asset value, offering price, and redemption price per share (net assets/shares of beneficial interest outstanding)		$10.94		$11.80		$10.79		$10.10		$9.94		$10.60
Class R4 shares
Net asset value, offering price, and redemption price per share (net assets/shares of beneficial interest outstanding)		$10.95		$11.85		$10.83		$10.16		$9.99		$10.60

On sales of $50,000 or more, the maximum offering price of Class A shares is reduced. A contingent deferred sales charge may be imposed on redemptions of Class A, Class B, and Class C shares.

See Notes to Financial Statements

17

Financial Statements

STATEMENTS OF OPERATIONS

Six months ended 10/31/10 (unaudited)

These statements describe how much each fund earned in investment income and accrued in expenses. They also describe any gains or losses generated by each fund’s operations.

	Lifetime Retirement Income Fund			Lifetime 2010 Fund			Lifetime 2020 Fund			Lifetime 2030 Fund			Lifetime 2040 Fund			Lifetime 2050 Fund (c)
Net Investment income (loss)
Dividends from underlying funds		$850,054			$656,282			$940,746			$267,067			$94,949			$494
Interest		286			101			134			137			141			18
Total investment income		$850,340			$656,383			$940,880			$267,204			$95,090			$512
Expenses
Distribution and service fees		$176,914			$128,604			$268,538			$180,510			$124,154			$532
Shareholder servicing costs		2,588			3,329			8,668			6,982			4,825			434
Administrative services fee		8,823			8,823			8,823			8,823			8,823			2,254
Independent Trustees’ compensation		867			826			1,875			1,785			829			103
Custodian fee		7,829			3,396			7,103			5,211			3,948			1,030
Shareholder communications		3,037			4,346			4,977			4,639			4,559			1,381
Auditing fees		15,075			15,075			15,075			15,075			15,075			3,649
Legal fees		261			270			622			404			266			258
Registration fees		59,368			58,136			61,996			59,312			58,145			1,039
Miscellaneous		7,812			7,647			8,546			8,015			7,619			1,932
Total expenses		$282,574			$230,452			$386,223			$290,756			$228,243			$12,612
Fees paid indirectly		—			—			—			—			(1	)		—
Reduction of expenses by investment adviser		(85,394	)		(85,391	)		(81,984	)		(85,907	)		(87,537	)		(12,079	)
Net expenses		$197,180			$145,061			$304,239			$204,849			$140,705			$533
Net investment income (loss)		$653,160			$511,322			$636,641			$62,355			$(45,615	)		$(21	)
Realized and unrealized gain (loss) on investments
Realized gain (loss) (identified cost basis)
Investment transactions from underlying funds		$(88,536	)		$160,133			$(881,027	)		$(1,093,805	)		$(670,792	)		$175
Capital gain distributions from underlying funds		34,796			28,823			130,368			175,063			145,898			—
Net realized gain (loss) on investments		$(53,740	)		$188,956			$(750,659	)		$(918,742	)		$(524,894	)		$175
Change in unrealized appreciation (depreciation) on investments		$2,523,972			$1,458,515			$5,343,857			$4,706,387			$3,351,137			$47,404
Net realized and unrealized gain (loss) on investments		$2,470,232			$1,647,471			$4,593,198			$3,787,645			$2,826,243			$47,579
Change in net assets from operations		$3,123,392			$2,158,793			$5,229,839			$3,850,000			$2,780,628			$47,558

(c) For the period from the commencement of the fund’s investment operations, September 15, 2010, through the stated period end.

See Notes to Financial Statements

18

Financial Statements

STATEMENTS OF CHANGES IN NET ASSETS

(unaudited)

These statements describe the increases and/or decreases in net assets resulting from operations, any distributions, and any shareholder transactions.

Six months ended 10/31/10	Lifetime Retirement Income Fund			Lifetime 2010 Fund		Lifetime 2020 Fund			Lifetime 2030 Fund			Lifetime 2040 Fund			Lifetime 2050 Fund (c)
Change in net assets
From operations
Net investment income (loss)		$653,160			$511,322		$636,641			$62,355			$(45,615	)		$(21	)
Net realized gain (loss) on investments		(53,740	)		188,956		(750,659	)		(918,742	)		(524,894	)		175
Net unrealized gain (loss) on investments		2,523,972			1,458,515		5,343,857			4,706,387			3,351,137			47,404
Change in net assets from operations		$3,123,392			$2,158,793		$5,229,839			$3,850,000			$2,780,628			$47,558
Distributions declared to shareholders
From net investment income		$(666,362	)		$—		$—			$—			$—			$—
Change in net assets from fund share transactions		$18,262,135			$3,668,869		$5,565,510			$6,329,598			$5,100,412			$800,000
Total change in net assets		$20,719,165			$5,827,662		$10,795,349			$10,179,598			$7,881,040			$847,558
Net assets
At beginning of period		56,316,185			47,891,548		105,776,081			73,881,725			49,875,780			—
At end of period		$77,035,350			$53,719,210		$116,571,430			$84,061,323			$57,756,820			$847,558
Accumulated undistributed (distributions in excess of) net investment income included in net assets at end of period		$(14,354	)		$859,543		$1,049,939			$102,011			$(45,615	)		$(21	)

Year ended 4/30/10	Lifetime Retirement Income Fund			Lifetime 2010 Fund			Lifetime 2020 Fund			Lifetime 2030 Fund			Lifetime 2040 Fund
Change in net assets
From operations
Net investment income		$1,104,698			$1,152,798			$1,792,605			$729,672			$400,108
Net realized gain (loss) on investments		(3,350	)		123,082			(1,227,547	)		(237,592	)		(233,714	)
Net unrealized gain (loss) on investments		5,369,124			6,198,417			22,729,655			17,204,177			11,867,852
Change in net assets from operations		$6,470,472			$7,474,297			$23,294,713			$17,696,257			$12,034,246
Distributions declared to shareholders
From net investment income		$(1,165,688	)		$(1,180,001	)		$(2,090,006	)		$(1,106,052	)		$(760,037	)
From net realized gain on investments		(6,251	)		—			—			—			—
Total distributions declared to shareholders		$(1,171,939	)		$(1,180,001	)		$(2,090,006	)		$(1,106,052	)		$(760,037	)
Change in net assets from fund share transactions		$29,772,233			$10,522,875			$17,177,903			$16,101,603			$12,294,450
Total change in net assets		$35,070,766			$16,817,171			$38,382,610			$32,691,808			$23,568,659
Net assets
At beginning of period		21,245,419			31,074,377			67,393,471			41,189,917			26,307,121
At end of period		$56,316,185			$47,891,548			$105,776,081			$73,881,725			$49,875,780
Accumulated undistributed (distributions in excess of) net investment income included in net assets at end of period		$(1,152	)		$348,221			$413,298			$39,656			$—

(c) For the period from the commencement of the fund’s investment operations, September 15, 2010, through the stated period end.

See Notes to Financial Statements

19

Financial Statements

FINANCIAL HIGHLIGHTS

MFS LIFETIME RETIREMENT INCOME FUND

The financial highlights table is intended to help you understand the fund’s financial performance for the semiannual period and the past 5 fiscal years (or life of a particular share class, if shorter). Certain information reflects financial results for a single fund share. The total returns in the table represent the rate by which an investor would have earned (or lost) on an investment in the fund share class (assuming reinvestment of all distributions) held for the entire period.

	Six months ended 10/31/10 (unaudited)			Years ended 4/30
				2010			2009			2008			2007			2006 (c)
Class A
Net asset value, beginning of period		$10.59			$9.00			$10.09			$10.36			$10.00			$10.00
Income (loss) from investment operations
Net investment income (d)		$0.12			$0.32			$0.34			$0.40			$0.39			$0.24
Net realized and unrealized gain (loss) on investments		0.36			1.61			(1.04	)		(0.13	)		0.36			(0.02	)(g)
Total from investment operations		$0.48			$1.93			$(0.70	)		$0.27			$0.75			$0.22
Less distributions declared to shareholders
From net investment income		$(0.13	)		$(0.34	)		$(0.35	)		$(0.42	)		$(0.38	)		$(0.22	)
From net realized gain on investments		—			(0.00	)(w)		(0.04	)		(0.12	)		(0.01	)		—
Total distributions declared to shareholders		$(0.13	)		$(0.34	)		$(0.39	)		$(0.54	)		$(0.39	)		$(0.22	)
Net asset value, end of period		$10.94			$10.59			$9.00			$10.09			$10.36			$10.00
Total return (%) (r)(s)(t)		4.55	(n)		21.68			(6.90	)		2.67			7.67			2.27	(n)
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)(h)		0.58	(a)		0.70			1.23			1.61			3.79			14.17	(a)
Expenses after expense reductions (f)(h)		0.31	(a)		0.35			0.43			0.46			0.45			0.45	(a)
Net investment income		2.33	(a)(l)		3.20			3.72			4.01			3.79			3.87	(a)
Portfolio turnover		13			12			58			61			22			14
Net assets at end of period (000 omitted)		$28,297			$21,257			$4,940			$3,397			$1,954			$724
	Six months ended 10/31/10 (unaudited)			Years ended 4/30
				2010			2009			2008			2007			2006 (c)
Class B
Net asset value, beginning of period		$10.60			$9.00			$10.09			$10.36			$10.00			$10.00
Income (loss) from investment operations
Net investment income (d)		$0.08			$0.25			$0.28			$0.35			$0.32			$0.20
Net realized and unrealized gain (loss) on investments		0.35			1.61			(1.05	)		(0.15	)		0.37			(0.01	)(g)
Total from investment operations		$0.43			$1.86			$(0.77	)		$0.20			$0.69			$0.19
Less distributions declared to shareholders
From net investment income		$(0.09	)		$(0.26	)		$(0.28	)		$(0.35	)		$(0.32	)		$(0.19	)
From net realized gain on investments		—			(0.00	)(w)		(0.04	)		(0.12	)		(0.01	)		—
Total distributions declared to shareholders		$(0.09	)		$(0.26	)		$(0.32	)		$(0.47	)		$(0.33	)		$(0.19	)
Net asset value, end of period		$10.94			$10.60			$9.00			$10.09			$10.36			$10.00
Total return (%) (r)(s)(t)		4.06	(n)		20.90			(7.52	)		2.01			6.98			1.88	(n)
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)(h)		1.33	(a)		1.48			1.91			2.28			4.46			14.82	(a)
Expenses after expense reductions (f)(h)		1.06	(a)		1.10			1.10			1.11			1.10			1.10	(a)
Net investment income		1.58	(a)(l)		2.47			3.11			3.41			3.14			3.21	(a)
Portfolio turnover		13			12			58			61			22			14
Net assets at end of period (000 omitted)		$4,111			$3,104			$1,377			$771			$630			$367

See Notes to Financial Statements

20

Financial Highlights – continued

MFS LIFETIME RETIREMENT INCOME FUND – continued

	Six months ended 10/31/10 (unaudited)			Years ended 4/30
				2010			2009			2008			2007			2006 (c)
Class C
Net asset value, beginning of period		$10.60			$9.00			$10.10			$10.36			$10.00			$10.00
Income (loss) from investment operations
Net investment income (d)		$0.08			$0.25			$0.29			$0.35			$0.31			$0.19
Net realized and unrealized gain (loss) on investments		0.35			1.61			(1.07	)		(0.14	)		0.38			0.00	(w)
Total from investment operations		$0.43			$1.86			$(0.78	)		$0.21			$0.69			$0.19
Less distributions declared to shareholders
From net investment income		$(0.09	)		$(0.26	)		$(0.28	)		$(0.35	)		$(0.32	)		$(0.19	)
From net realized gain on investments		—			(0.00	)(w)		(0.04	)		(0.12	)		(0.01	)		—
Total distributions declared to shareholders		$(0.09	)		$(0.26	)		$(0.32	)		$(0.47	)		$(0.33	)		$(0.19	)
Net asset value, end of period		$10.94			$10.60			$9.00			$10.10			$10.36			$10.00
Total return (%) (r)(s)(t)		4.06	(n)		20.90			(7.61	)		2.11			6.98			1.88	(n)
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)(h)		1.33	(a)		1.43			1.88			2.28			4.35			14.82	(a)
Expenses after expense reductions (f)(h)		1.06	(a)		1.10			1.10			1.11			1.10			1.10	(a)
Net investment income		1.58	(a)(l)		2.46			3.20			3.40			3.09			3.14	(a)
Portfolio turnover		13			12			58			61			22			14
Net assets at end of period (000 omitted)		$20,402			$15,484			$2,808			$1,034			$778			$379
	Six months ended 10/31/10 (unaudited)			Years ended 4/30
				2010			2009			2008			2007			2006 (c)
Class I
Net asset value, beginning of period		$10.60			$9.00			$10.10			$10.36			$10.00			$10.00
Income (loss) from investment operations
Net investment income (d)		$0.14			$0.34			$0.37			$0.40			$0.41			$0.25
Net realized and unrealized gain (loss) on investments		0.34			1.62			(1.05	)		(0.08	)		0.38			(0.01	)(g)
Total from investment operations		$0.48			$1.96			$(0.68	)		$0.32			$0.79			$0.24
Less distributions declared to shareholders
From net investment income		$(0.14	)		$(0.36	)		$(0.38	)		$(0.46	)		$(0.42	)		$(0.24	)
From net realized gain on investments		—			(0.00	)(w)		(0.04	)		(0.12	)		(0.01	)		—
Total distributions declared to shareholders		$(0.14	)		$(0.36	)		$(0.42	)		$(0.58	)		$(0.43	)		$(0.24	)
Net asset value, end of period		$10.94			$10.60			$9.00			$10.10			$10.36			$10.00
Total return (%) (r)(s)		4.58	(n)		22.09			(6.68	)		3.14			8.04			2.48	(n)
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)(h)		0.34	(a)		0.45			0.90			1.17			3.50			13.82	(a)
Expenses after expense reductions (f)(h)		0.04	(a)		0.10			0.10			0.11			0.10			0.10	(a)
Net investment income		2.53	(a)(l)		3.33			4.07			4.16			4.14			4.24	(a)
Portfolio turnover		13			12			58			61			22			14
Net assets at end of period (000 omitted)		$4,068			$557			$198			$203			$67			$51

See Notes to Financial Statements

21

Financial Highlights – continued

MFS LIFETIME RETIREMENT INCOME FUND – continued

	Six months ended 10/31/10 (unaudited)			Years ended 4/30
				2010			2009			2008			2007			2006 (c)
Class R1
Net asset value, beginning of period		$10.61			$9.01			$10.10			$10.35			$10.00			$10.00
Income (loss) from investment operations
Net investment income (d)		$0.08			$0.25			$0.29			$0.39			$0.32			$0.18
Net realized and unrealized gain (loss) on investments		0.35			1.61			(1.06	)		(0.17	)		0.35			0.00	(w)
Total from investment operations		$0.43			$1.86			$(0.77	)		$0.22			$0.67			$0.18
Less distributions declared to shareholders
From net investment income		$(0.09	)		$(0.26	)		$(0.28	)		$(0.35	)		$(0.31	)		$(0.18	)
From net realized gain on investments		—			(0.00	)(w)		(0.04	)		(0.12	)		(0.01	)		—
Total distributions declared to shareholders		$(0.09	)		$(0.26	)		$(0.32	)		$(0.47	)		$(0.32	)		$(0.18	)
Net asset value, end of period		$10.95			$10.61			$9.01			$10.10			$10.35			$10.00
Total return (%) (r)(s)		4.06	(n)		20.88			(7.51	)		2.13			6.77			1.82	(n)
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)(h)		1.33	(a)		1.51			1.91			2.43			4.65			15.02	(a)
Expenses after expense reductions (f)(h)		1.06	(a)		1.10			1.10			1.19			1.20			1.20	(a)
Net investment income		1.56	(a)(l)		2.47			3.12			3.57			3.04			3.15	(a)
Portfolio turnover		13			12			58			61			22			14
Net assets at end of period (000 omitted)		$2,349			$1,023			$691			$645			$1,162			$127
	Six months ended 10/31/10 (unaudited)			Years ended 4/30
				2010			2009			2008			2007			2006 (c)
Class R2
Net asset value, beginning of period		$10.60			$9.00			$10.09			$10.36			$10.00			$10.00
Income (loss) from investment operations
Net investment income (d)		$0.11			$0.30			$0.33			$0.38			$0.38			$0.20
Net realized and unrealized gain (loss) on investments		0.34			1.61			(1.05	)		(0.13	)		0.34			0.01
Total from investment operations		$0.45			$1.91			$(0.72	)		$0.25			$0.72			$0.21
Less distributions declared to shareholders
From net investment income		$(0.11	)		$(0.31	)		$(0.33	)		$(0.40	)		$(0.35	)		$(0.21	)
From net realized gain on investments		—			(0.00	)(w)		(0.04	)		(0.12	)		(0.01	)		—
Total distributions declared to shareholders		$(0.11	)		$(0.31	)		$(0.37	)		$(0.52	)		$(0.36	)		$(0.21	)
Net asset value, end of period		$10.94			$10.60			$9.00			$10.09			$10.36			$10.00
Total return (%) (r)(s)		4.32	(n)		21.49			(7.05	)		2.42			7.35			2.09	(n)
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)(h)		0.83	(a)		0.99			1.40			1.84			4.23			14.57	(a)
Expenses after expense reductions (f)(h)		0.56	(a)		0.60			0.60			0.69			0.75			0.75	(a)
Net investment income		2.09	(a)(l)		2.98			3.57			3.76			3.50			3.54	(a)
Portfolio turnover		13			12			58			61			22			14
Net assets at end of period (000 omitted)		$12,303			$10,624			$6,102			$6,504			$1,314			$241

See Notes to Financial Statements

22

Financial Highlights – continued

MFS LIFETIME RETIREMENT INCOME FUND – continued

	Six months ended 10/31/10 (unaudited)			Years ended 4/30
				2010			2009			2008			2007			2006 (c)
Class R3
Net asset value, beginning of period		$10.60			$8.99			$10.09			$10.35			$10.00			$10.00
Income (loss) from investment operations
Net investment income (d)		$0.12			$0.33			$0.35			$0.44			$0.36			$0.22
Net realized and unrealized gain (loss) on investments		0.35			1.62			(1.06	)		(0.16	)		0.38			0.00	(g)(w)
Total from investment operations		$0.47			$1.95			$(0.71	)		$0.28			$0.74			$0.22
Less distributions declared to shareholders
From net investment income		$(0.13	)		$(0.34	)		$(0.35	)		$(0.42	)		$(0.38	)		$(0.22	)
From net realized gain on investments		—			(0.00	)(w)		(0.04	)		(0.12	)		(0.01	)		—
Total distributions declared to shareholders		$(0.13	)		$(0.34	)		$(0.39	)		$(0.54	)		$(0.39	)		$(0.22	)
Net asset value, end of period		$10.94			$10.60			$8.99			$10.09			$10.35			$10.00
Total return (%) (r)(s)		4.45	(n)		21.93			(6.92	)		2.77			7.51			2.24	(n)
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)(h)		0.57	(a)		0.77			1.15			1.66			3.57			14.22	(a)
Expenses after expense reductions (f)(h)		0.31	(a)		0.35			0.35			0.45			0.50			0.50	(a)
Net investment income		2.33	(a)(l)		3.29			3.82			4.14			3.62			3.84	(a)
Portfolio turnover		13			12			58			61			22			14
Net assets at end of period (000 omitted)		$5,383			$4,151			$5,071			$5,616			$660			$53
	Six months ended 10/31/10 (unaudited)			Years ended 4/30
				2010			2009			2008			2007			2006 (c)
Class R4
Net asset value, beginning of period		$10.61			$9.00			$10.10			$10.37			$10.00			$10.00
Income (loss) from investment operations
Net investment income (d)		$0.14			$0.34			$0.37			$0.44			$0.41			$0.24
Net realized and unrealized gain (loss) on investments		0.34			1.63			(1.05	)		(0.14	)		0.38			0.00	(w)
Total from investment operations		$0.48			$1.97			$(0.68	)		$0.30			$0.79			$0.24
Less distributions declared to shareholders
From net investment income		$(0.14	)		$(0.36	)		$(0.38	)		$(0.45	)		$(0.41	)		$(0.24	)
From net realized gain on investments		—			(0.00	)(w)		(0.04	)		(0.12	)		(0.01	)		—
Total distributions declared to shareholders		$(0.14	)		$(0.36	)		$(0.42	)		$(0.57	)		$(0.42	)		$(0.24	)
Net asset value, end of period		$10.95			$10.61			$9.00			$10.10			$10.37			$10.00
Total return (%) (r)(s)		4.57	(n)		22.21			(6.67	)		2.97			8.04			2.42	(n)
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)(h)		0.33	(a)		0.47			0.88			1.42			3.58			13.92	(a)
Expenses after expense reductions (f)(h)		0.07	(a)		0.10			0.10			0.16			0.20			0.20	(a)
Net investment income		2.59	(a)(l)		3.38			3.97			4.28			4.04			4.14	(a)
Portfolio turnover		13			12			58			61			22			14
Net assets at end of period (000 omitted)		$120			$116			$58			$172			$55			$51

See Notes to Financial Statements

23

Financial Highlights – continued

MFS LIFETIME RETIREMENT INCOME FUND – continued

(a) Annualized.

(c) For the period from the commencement of the fund’s investment operations, September 29, 2005, through the stated period end.

(d) Per share data is based on average shares outstanding.

(f) Ratios do not reflect reductions from fees paid indirectly, if applicable.

(g) The per share amount is not in accordance with the net realized and unrealized gain/loss for the period because of the timing of sales of fund shares and the per share amount of realized and unrealized gains and losses at such time.

(h) In addition to the fees and expenses which the fund bears directly, the fund indirectly bears a pro rata share of the fees and expenses of the underlying funds in which the fund invests. Accordingly, the expense ratio for the fund reflects only those fees and expenses borne directly by the fund. Because the underlying funds have varied expense and fee levels and the fund may own different proportions of the underlying funds at different times, the amount of fees and expenses incurred indirectly by the fund will vary.

(l) Recognition of net investment income by the fund may be affected by the timing of the declaration of dividends by the underlying funds in which the fund invests and the actual annual net investment income ratio may differ.

(n) Not annualized.

(r) Certain expenses have been reduced without which performance would have been lower.

(s) From time to time the fund may receive proceeds from litigation settlements, without which performance would be lower.

(t) Total returns do not include any applicable sales charges.

(w) Per share amount was less than $0.01.

See Notes to Financial Statements

24

Financial Highlights – continued

MFS LIFETIME 2010 FUND

The financial highlights table is intended to help you understand the fund’s financial performance for the semiannual period and the past 5 fiscal years (or life of a particular share class, if shorter). Certain information reflects financial results for a single fund share. The total returns in the table represent the rate by which an investor would have earned (or lost) on an investment in the fund share class (assuming reinvestment of all distributions) held for the entire period.

	Six months ended 10/31/10 (unaudited)			Years ended 4/30
				2010			2009			2008			2007			2006 (c)
Class A
Net asset value, beginning of period		$11.30			$9.51			$10.98			$11.08			$10.39			$10.00
Income (loss) from investment operations
Net investment income (d)		$0.13			$0.34			$0.34			$0.37			$0.35			$0.18
Net realized and unrealized gain (loss) on investments		0.37			1.78			(1.45	)		(0.07	)		0.56			0.29
Total from investment operations		$0.50			$2.12			$(1.11	)		$0.30			$0.91			$0.47
Less distributions declared to shareholders
From net investment income		$—			$(0.33	)		$(0.35	)		$(0.25	)		$(0.20	)		$(0.08	)
From net realized gain on investments		—			—			(0.01	)		(0.15	)		(0.02	)		—
Total distributions declared to shareholders		$—			$(0.33	)		$(0.36	)		$(0.40	)		$(0.22	)		$(0.08	)
Net asset value, end of period		$11.80			$11.30			$9.51			$10.98			$11.08			$10.39
Total return (%) (r)(s)(t)		4.42	(n)		22.39			(9.89	)		2.65			8.80			4.67	(n)
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)(h)		0.66	(a)		0.68			0.90			1.19			2.63			13.57	(a)
Expenses after expense reductions (f)(h)		0.32	(a)		0.35			0.43			0.45			0.45			0.45	(a)
Net investment income		2.33	(a)(l)		3.16			3.44			3.42			3.25			2.96	(a)
Portfolio turnover		14			14			62			22			27			3
Net assets at end of period (000 omitted)		$12,046			$9,605			$6,136			$5,308			$3,058			$468
	Six months ended 10/31/10 (unaudited)			Years ended 4/30
				2010			2009			2008			2007			2006 (c)
Class B
Net asset value, beginning of period		$11.22			$9.44			$10.91			$11.02			$10.37			$10.00
Income (loss) from investment operations
Net investment income (d)		$0.09			$0.26			$0.27			$0.29			$0.28			$0.14
Net realized and unrealized gain (loss) on investments		0.36			1.77			(1.43	)		(0.07	)		0.54			0.29
Total from investment operations		$0.45			$2.03			$(1.16	)		$0.22			$0.82			$0.43
Less distributions declared to shareholders
From net investment income		$—			$(0.25	)		$(0.30	)		$(0.18	)		$(0.15	)		$(0.06	)
From net realized gain on investments		—			—			(0.01	)		(0.15	)		(0.02	)		—
Total distributions declared to shareholders		$—			$(0.25	)		$(0.31	)		$(0.33	)		$(0.17	)		$(0.06	)
Net asset value, end of period		$11.67			$11.22			$9.44			$10.91			$11.02			$10.37
Total return (%) (r)(s)(t)		4.01	(n)		21.57			(10.46	)		2.01			7.99			4.32	(n)
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)(h)		1.41	(a)		1.44			1.57			1.85			3.41			14.22	(a)
Expenses after expense reductions (f)(h)		1.07	(a)		1.10			1.10			1.10			1.10			1.10	(a)
Net investment income		1.58	(a)(l)		2.42			2.77			2.75			2.59			2.32	(a)
Portfolio turnover		14			14			62			22			27			3
Net assets at end of period (000 omitted)		$2,186			$2,096			$1,762			$1,578			$677			$138

See Notes to Financial Statements

25

Financial Highlights – continued

MFS LIFETIME 2010 FUND – continued

	Six months ended 10/31/10 (unaudited)			Years ended 4/30
				2010			2009			2008			2007			2006 (c)
Class C
Net asset value, beginning of period		$11.13			$9.40			$10.89			$11.02			$10.37			$10.00
Income (loss) from investment operations
Net investment income (d)		$0.09			$0.26			$0.27			$0.31			$0.27			$0.14
Net realized and unrealized gain (loss) on investments		0.36			1.75			(1.44	)		(0.09	)		0.56			0.29
Total from investment operations		$0.45			$2.01			$(1.17	)		$0.22			$0.83			$0.43
Less distributions declared to shareholders
From net investment income		$—			$(0.28	)		$(0.31	)		$(0.20	)		$(0.16	)		$(0.06	)
From net realized gain on investments		—			—			(0.01	)		(0.15	)		(0.02	)		—
Total distributions declared to shareholders		$—			$(0.28	)		$(0.32	)		$(0.35	)		$(0.18	)		$(0.06	)
Net asset value, end of period		$11.58			$11.13			$9.40			$10.89			$11.02			$10.37
Total return (%) (r)(s)(t)		4.04	(n)		21.44			(10.52	)		1.98			8.01			4.28	(n)
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)(h)		1.41	(a)		1.42			1.58			1.87			3.41			14.22	(a)
Expenses after expense reductions (f)(h)		1.06	(a)		1.10			1.10			1.10			1.10			1.10	(a)
Net investment income		1.58	(a)(l)		2.42			2.79			2.80			2.60			2.33	(a)
Portfolio turnover		14			14			62			22			27			3
Net assets at end of period (000 omitted)		$5,705			$4,243			$2,138			$946			$522			$96
	Six months ended 10/31/10 (unaudited)			Years ended 4/30
				2010			2009			2008			2007			2006 (c)
Class I
Net asset value, beginning of period		$11.35			$9.54			$11.02			$11.11			$10.41			$10.00
Income (loss) from investment operations
Net investment income (d)		$0.15			$0.37			$0.37			$0.43			$0.36			$0.22
Net realized and unrealized gain (loss) on investments		0.36			1.79			(1.46	)		(0.09	)		0.57			0.27
Total from investment operations		$0.51			$2.16			$(1.09	)		$0.34			$0.93			$0.49
Less distributions declared to shareholders
From net investment income		$—			$(0.35	)		$(0.38	)		$(0.28	)		$(0.21	)		$(0.08	)
From net realized gain on investments		—			—			(0.01	)		(0.15	)		(0.02	)		—
Total distributions declared to shareholders		$—			$(0.35	)		$(0.39	)		$(0.43	)		$(0.23	)		$(0.08	)
Net asset value, end of period		$11.86			$11.35			$9.54			$11.02			$11.11			$10.41
Total return (%) (r)(s)		4.49	(n)		22.79			(9.64	)		3.02			9.05			4.94	(n)
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)(h)		0.41	(a)		0.44			0.55			0.84			2.63			13.22	(a)
Expenses after expense reductions (f)(h)		0.06	(a)		0.10			0.10			0.10			0.10			0.10	(a)
Net investment income		2.58	(a)(l)		3.45			3.66			3.81			3.53			3.26	(a)
Portfolio turnover		14			14			62			22			27			3
Net assets at end of period (000 omitted)		$608			$499			$370			$521			$546			$264

See Notes to Financial Statements

26

Financial Highlights – continued

MFS LIFETIME 2010 FUND – continued

	Six months ended 10/31/10 (unaudited)			Years ended 4/30
				2010			2009			2008			2007			2006 (c)
Class R1
Net asset value, beginning of period		$11.14			$9.39			$10.85			$10.99			$10.37			$10.00
Income (loss) from investment operations
Net investment income (d)		$0.09			$0.26			$0.27			$0.29			$0.26			$0.13
Net realized and unrealized gain (loss) on investments		0.35			1.75			(1.43	)		(0.08	)		0.55			0.29
Total from investment operations		$0.44			$2.01			$(1.16	)		$0.21			$0.81			$0.42
Less distributions declared to shareholders
From net investment income		$—			$(0.26	)		$(0.29	)		$(0.20	)		$(0.17	)		$(0.05	)
From net realized gain on investments		—			—			(0.01	)		(0.15	)		(0.02	)		—
Total distributions declared to shareholders		$—			$(0.26	)		$(0.30	)		$(0.35	)		$(0.19	)		$(0.05	)
Net asset value, end of period		$11.58			$11.14			$9.39			$10.85			$10.99			$10.37
Total return (%) (r)(s)		3.95	(n)		21.52			(10.49	)		1.91			7.84			4.26	(n)
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)(h)		1.41	(a)		1.43			1.57			1.88			3.39			14.42	(a)
Expenses after expense reductions (f)(h)		1.07	(a)		1.10			1.10			1.17			1.20			1.20	(a)
Net investment income		1.58	(a)(l)		2.44			2.78			2.65			2.53			2.21	(a)
Portfolio turnover		14			14			62			22			27			3
Net assets at end of period (000 omitted)		$3,880			$3,622			$2,636			$2,442			$829			$86
	Six months ended 10/31/10 (unaudited)			Years ended 4/30
				2010			2009			2008			2007			2006 (c)
Class R2
Net asset value, beginning of period		$11.22			$9.45			$10.92			$11.04			$10.38			$10.00
Income (loss) from investment operations
Net investment income (d)		$0.12			$0.31			$0.32			$0.34			$0.32			$0.14
Net realized and unrealized gain (loss) on investments		0.36			1.77			(1.44	)		(0.07	)		0.54			0.31
Total from investment operations		$0.48			$2.08			$(1.12	)		$0.27			$0.86			$0.45
Less distributions declared to shareholders
From net investment income		$—			$(0.31	)		$(0.34	)		$(0.24	)		$(0.18	)		$(0.07	)
From net realized gain on investments		—			—			(0.01	)		(0.15	)		(0.02	)		—
Total distributions declared to shareholders		$—			$(0.31	)		$(0.35	)		$(0.39	)		$(0.20	)		$(0.07	)
Net asset value, end of period		$11.70			$11.22			$9.45			$10.92			$11.04			$10.38
Total return (%) (r)(s)		4.28	(n)		22.11			(10.06	)		2.40			8.36			4.47	(n)
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)(h)		0.91	(a)		0.92			1.07			1.46			3.03			13.97	(a)
Expenses after expense reductions (f)(h)		0.57	(a)		0.60			0.60			0.68			0.75			0.75	(a)
Net investment income		2.08	(a)(l)		2.93			3.28			3.21			2.94			2.71	(a)
Portfolio turnover		14			14			62			22			27			3
Net assets at end of period (000 omitted)		$23,487			$22,114			$13,266			$13,184			$2,794			$261

See Notes to Financial Statements

27

Financial Highlights – continued

MFS LIFETIME 2010 FUND – continued

	Six months ended 10/31/10 (unaudited)			Years ended 4/30
				2010			2009			2008			2007			2006 (c)
Class R3
Net asset value, beginning of period		$11.30			$9.51			$10.98			$11.07			$10.39			$10.00
Income (loss) from investment operations
Net investment income (d)		$0.13			$0.34			$0.35			$0.39			$0.35			$0.22
Net realized and unrealized gain (loss) on investments		0.37			1.78			(1.46	)		(0.09	)		0.54			0.25
Total from investment operations		$0.50			$2.12			$(1.11	)		$0.30			$0.89			$0.47
Less distributions declared to shareholders
From net investment income		$—			$(0.33	)		$(0.35	)		$(0.24	)		$(0.19	)		$(0.08	)
From net realized gain on investments		—			—			(0.01	)		(0.15	)		(0.02	)		—
Total distributions declared to shareholders		$—			$(0.33	)		$(0.36	)		$(0.39	)		$(0.21	)		$(0.08	)
Net asset value, end of period		$11.80			$11.30			$9.51			$10.98			$11.07			$10.39
Total return (%) (r)(s)		4.42	(n)		22.39			(9.85	)		2.68			8.67			4.71	(n)
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)(h)		0.66	(a)		0.69			0.81			1.21			2.47			13.62	(a)
Expenses after expense reductions (f)(h)		0.32	(a)		0.35			0.35			0.45			0.50			0.50	(a)
Net investment income		2.33	(a)(l)		3.19			3.49			3.44			3.14			3.08	(a)
Portfolio turnover		14			14			62			22			27			3
Net assets at end of period (000 omitted)		$5,500			$5,536			$4,658			$5,796			$4,685			$549
	Six months ended 10/31/10 (unaudited)			Years ended 4/30
				2010			2009			2008			2007			2006 (c)
Class R4
Net asset value, beginning of period		$11.34			$9.53			$11.01			$11.11			$10.40			$10.00
Income (loss) from investment operations
Net investment income (d)		$0.15			$0.36			$0.37			$0.42			$0.37			$0.19
Net realized and unrealized gain (loss) on investments		0.36			1.80			(1.46	)		(0.10	)		0.57			0.29
Total from investment operations		$0.51			$2.16			$(1.09	)		$0.32			$0.94			$0.48
Less distributions declared to shareholders
From net investment income		$—			$(0.35	)		$(0.38	)		$(0.27	)		$(0.21	)		$(0.08	)
From net realized gain on investments		—			—			(0.01	)		(0.15	)		(0.02	)		—
Total distributions declared to shareholders		$—			$(0.35	)		$(0.39	)		$(0.42	)		$(0.23	)		$(0.08	)
Net asset value, end of period		$11.85			$11.34			$9.53			$11.01			$11.11			$10.40
Total return (%) (r)(s)		4.50	(n)		22.81			(9.64	)		2.89			9.06			4.81	(n)
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)(h)		0.41	(a)		0.43			0.52			0.98			2.80			13.32	(a)
Expenses after expense reductions (f)(h)		0.07	(a)		0.10			0.10			0.15			0.20			0.20	(a)
Net investment income		2.57	(a)(l)		3.39			3.48			3.84			3.46			3.22	(a)
Portfolio turnover		14			14			62			22			27			3
Net assets at end of period (000 omitted)		$306			$176			$108			$582			$57			$52

See Notes to Financial Statements

28

Financial Highlights – continued

MFS LIFETIME 2010 FUND – continued

(a) Annualized.

(c) For the period from the commencement of the fund’s investment operations, September 29, 2005, through the stated period end.

(d) Per share data is based on average shares outstanding.

(f) Ratios do not reflect reductions from fees paid indirectly, if applicable.

(h) In addition to the fees and expenses which the fund bears directly, the fund indirectly bears a pro rata share of the fees and expenses of the underlying funds in which the fund invests. Accordingly, the expense ratio for the fund reflects only those fees and expenses borne directly by the fund. Because the underlying funds have varied expense and fee levels and the fund may own different proportions of the underlying funds at different times, the amount of fees and expenses incurred indirectly by the fund will vary.

(l) Recognition of net investment income by the fund may be affected by the timing of the declaration of dividends by the underlying funds in which the fund invests and the actual annual net investment income ratio may differ.

(n) Not annualized.

(r) Certain expenses have been reduced without which performance would have been lower.

(s) From time to time the fund may receive proceeds from litigation settlements, without which performance would be lower.

(t) Total returns do not include any applicable sales charges.

See Notes to Financial Statements

29

Financial Highlights – continued

MFS LIFETIME 2020 FUND

The financial highlights table is intended to help you understand the fund’s financial performance for the semiannual period and the past 5 fiscal years (or life of a particular share class, if shorter). Certain information reflects financial results for a single fund share. The total returns in the table represent the rate by which an investor would have earned (or lost) on an investment in the fund share class (assuming reinvestment of all distributions) held for the entire period.

	Six months ended 10/31/10 (unaudited)			Years ended 4/30
				2010			2009			2008			2007			2006 (c)
Class A
Net asset value, beginning of period		$10.30			$7.97			$11.36			$11.85			$10.85			$10.00
Income (loss) from investment operations
Net investment income (d)		$0.07			$0.22			$0.21			$0.22			$0.18			$0.08
Net realized and unrealized gain (loss) on investments		0.41			2.36			(3.28	)		(0.15	)		1.03			0.92
Total from investment operations		$0.48			$2.58			$(3.07	)		$0.07			$1.21			$1.00
Less distributions declared to shareholders
From net investment income		$—			$(0.25	)		$(0.26	)		$(0.24	)		$(0.15	)		$(0.15	)
From net realized gain on investments		—			—			(0.06	)		(0.32	)		(0.06	)		—
Total distributions declared to shareholders		$—			$(0.25	)		$(0.32	)		$(0.56	)		$(0.21	)		$(0.15	)
Net asset value, end of period		$10.78			$10.30			$7.97			$11.36			$11.85			$10.85
Total return (%) (r)(s)(t)		4.66	(n)		32.47			(26.93	)		0.47			11.26			10.14	(n)
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)(h)		0.47	(a)		0.46			0.60			0.74			1.26			5.30	(a)
Expenses after expense reductions (f)(h)		0.32	(a)		0.35			0.43			0.45			0.45			0.45	(a)
Net investment income		1.43	(a)(l)		2.28			2.35			1.86			1.63			1.34	(a)
Portfolio turnover		12			9			38			15			7			4
Net assets at end of period (000 omitted)		$22,606			$20,097			$10,928			$10,843			$8,188			$2,718
	Six months ended 10/31/10 (unaudited)			Years ended 4/30
				2010			2009			2008			2007			2006 (c)
Class B
Net asset value, beginning of period		$10.23			$7.92			$11.28			$11.79			$10.82			$10.00
Income (loss) from investment operations
Net investment income (d)		$0.03			$0.15			$0.15			$0.14			$0.11			$0.06
Net realized and unrealized gain (loss) on investments		0.41			2.34			(3.26	)		(0.15	)		1.02			0.90
Total from investment operations		$0.44			$2.49			$(3.11	)		$(0.01	)		$1.13			$0.96
Less distributions declared to shareholders
From net investment income		$—			$(0.18	)		$(0.19	)		$(0.18	)		$(0.10	)		$(0.14	)
From net realized gain on investments		—			—			(0.06	)		(0.32	)		(0.06	)		—
Total distributions declared to shareholders		$—			$(0.18	)		$(0.25	)		$(0.50	)		$(0.16	)		$(0.14	)
Net asset value, end of period		$10.67			$10.23			$7.92			$11.28			$11.79			$10.82
Total return (%) (r)(s)(t)		4.30	(n)		31.53			(27.49	)		(0.23	)		10.57			9.71	(n)
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)(h)		1.22	(a)		1.22			1.26			1.39			1.92			5.95	(a)
Expenses after expense reductions (f)(h)		1.07	(a)		1.10			1.10			1.10			1.10			1.10	(a)
Net investment income		0.68	(a)(l)		1.55			1.63			1.23			1.01			0.84	(a)
Portfolio turnover		12			9			38			15			7			4
Net assets at end of period (000 omitted)		$4,566			$4,418			$3,176			$4,423			$3,428			$1,009

See Notes to Financial Statements

30

Financial Highlights – continued

MFS LIFETIME 2020 FUND – continued

	Six months ended 10/31/10 (unaudited)			Years ended 4/30
				2010			2009			2008			2007			2006 (c)
Class C
Net asset value, beginning of period		$10.16			$7.88			$11.24			$11.78			$10.83			$10.00
Income (loss) from investment operations
Net investment income (d)		$0.03			$0.15			$0.14			$0.15			$0.12			$0.06
Net realized and unrealized gain (loss) on investments		0.41			2.32			(3.24	)		(0.16	)		1.01			0.91
Total from investment operations		$0.44			$2.47			$(3.10	)		$(0.01	)		$1.13			$0.97
Less distributions declared to shareholders
From net investment income		$—			$(0.19	)		$(0.20	)		$(0.21	)		$(0.12	)		$(0.14	)
From net realized gain on investments		—			—			(0.06	)		(0.32	)		(0.06	)		—
Total distributions declared to shareholders		$—			$(0.19	)		$(0.26	)		$(0.53	)		$(0.18	)		$(0.14	)
Net asset value, end of period		$10.60			$10.16			$7.88			$11.24			$11.78			$10.83
Total return (%) (r)(s)(t)		4.33	(n)		31.52			(27.49	)		(0.26	)		10.58			9.79	(n)
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)(h)		1.22	(a)		1.21			1.27			1.39			1.86			5.95	(a)
Expenses after expense reductions (f)(h)		1.06	(a)		1.10			1.10			1.10			1.10			1.10	(a)
Net investment income		0.68	(a)(l)		1.58			1.62			1.31			1.07			0.96	(a)
Portfolio turnover		12			9			38			15			7			4
Net assets at end of period (000 omitted)		$7,517			$5,978			$3,036			$2,529			$1,148			$143
	Six months ended 10/31/10 (unaudited)			Years ended 4/30
				2010			2009			2008			2007			2006 (c)
Class I
Net asset value, beginning of period		$10.34			$8.00			$11.41			$11.90			$10.87			$10.00
Income (loss) from investment operations
Net investment income (d)		$0.09			$0.24			$0.24			$0.28			$0.22			$0.10
Net realized and unrealized gain (loss) on investments		0.41			2.37			(3.30	)		(0.17	)		1.04			0.93
Total from investment operations		$0.50			$2.61			$(3.06	)		$0.11			$1.26			$1.03
Less distributions declared to shareholders
From net investment income		$—			$(0.27	)		$(0.29	)		$(0.28	)		$(0.17	)		$(0.16	)
From net realized gain on investments		—			—			(0.06	)		(0.32	)		(0.06	)		—
Total distributions declared to shareholders		$—			$(0.27	)		$(0.35	)		$(0.60	)		$(0.23	)		$(0.16	)
Net asset value, end of period		$10.84			$10.34			$8.00			$11.41			$11.90			$10.87
Total return (%) (r)(s)		4.84	(n)		32.75			(26.72	)		0.76			11.71			10.38	(n)
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)(h)		0.22	(a)		0.22			0.27			0.41			0.96			4.95	(a)
Expenses after expense reductions (f)(h)		0.07	(a)		0.10			0.10			0.10			0.10			0.10	(a)
Net investment income		1.68	(a)(l)		2.57			2.65			2.32			1.97			1.60	(a)
Portfolio turnover		12			9			38			15			7			4
Net assets at end of period (000 omitted)		$979			$857			$645			$690			$613			$324

See Notes to Financial Statements

31

Financial Highlights – continued

MFS LIFETIME 2020 FUND – continued

	Six months ended 10/31/10 (unaudited)			Years ended 4/30
				2010			2009			2008			2007			2006 (c)
Class R1
Net asset value, beginning of period		$10.20			$7.90			$11.23			$11.78			$10.83			$10.00
Income (loss) from investment operations
Net investment income (d)		$0.03			$0.14			$0.14			$0.14			$0.10			$0.04
Net realized and unrealized gain (loss) on investments		0.41			2.34			(3.23	)		(0.16	)		1.02			0.92
Total from investment operations		$0.44			$2.48			$(3.09	)		$(0.02	)		$1.12			$0.96
Less distributions declared to shareholders
From net investment income		$—			$(0.18	)		$(0.18	)		$(0.21	)		$(0.11	)		$(0.13	)
From net realized gain on investments		—			—			(0.06	)		(0.32	)		(0.06	)		—
Total distributions declared to shareholders		$—			$(0.18	)		$(0.24	)		$(0.53	)		$(0.17	)		$(0.13	)
Net asset value, end of period		$10.64			$10.20			$7.90			$11.23			$11.78			$10.83
Total return (%) (r)(s)		4.31	(n)		31.53			(27.46	)		(0.28	)		10.41			9.68	(n)
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)(h)		1.22	(a)		1.22			1.26			1.45			2.08			6.14	(a)
Expenses after expense reductions (f)(h)		1.07	(a)		1.10			1.10			1.17			1.20			1.20	(a)
Net investment income		0.68	(a)(l)		1.55			1.53			1.22			0.90			0.58	(a)
Portfolio turnover		12			9			38			15			7			4
Net assets at end of period (000 omitted)		$8,686			$9,195			$6,757			$8,935			$2,549			$549
	Six months ended 10/31/10 (unaudited)			Years ended 4/30
				2010			2009			2008			2007			2006 (c)
Class R2
Net asset value, beginning of period		$10.24			$7.93			$11.31			$11.83			$10.84			$10.00
Income (loss) from investment operations
Net investment income (d)		$0.06			$0.19			$0.19			$0.18			$0.15			$0.08
Net realized and unrealized gain (loss) on investments		0.40			2.35			(3.26	)		(0.15	)		1.03			0.91
Total from investment operations		$0.46			$2.54			$(3.07	)		$0.03			$1.18			$0.99
Less distributions declared to shareholders
From net investment income		$—			$(0.23	)		$(0.25	)		$(0.23	)		$(0.13	)		$(0.15	)
From net realized gain on investments		—			—			(0.06	)		(0.32	)		(0.06	)		—
Total distributions declared to shareholders		$—			$(0.23	)		$(0.31	)		$(0.55	)		$(0.19	)		$(0.15	)
Net asset value, end of period		$10.70			$10.24			$7.93			$11.31			$11.83			$10.84
Total return (%) (r)(s)		4.49	(n)		32.13			(27.05	)		0.09			11.03			9.99	(n)
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)(h)		0.72	(a)		0.72			0.77			0.98			1.62			5.69	(a)
Expenses after expense reductions (f)(h)		0.57	(a)		0.60			0.60			0.69			0.75			0.75	(a)
Net investment income		1.18	(a)(l)		2.06			2.18			1.63			1.36			1.28	(a)
Portfolio turnover		12			9			38			15			7			4
Net assets at end of period (000 omitted)		$54,667			$49,039			$31,030			$30,874			$10,494			$1,271

See Notes to Financial Statements

32

Financial Highlights – continued

MFS LIFETIME 2020 FUND – continued

	Six months ended 10/31/10 (unaudited)			Years ended 4/30
				2010			2009			2008			2007			2006 (c)
Class R3
Net asset value, beginning of period		$10.30			$7.97			$11.36			$11.85			$10.86			$10.00
Income (loss) from investment operations
Net investment income (d)		$0.07			$0.22			$0.21			$0.22			$0.19			$0.12
Net realized and unrealized gain (loss) on investments		0.42			2.36			(3.28	)		(0.15	)		1.01			0.89
Total from investment operations		$0.49			$2.58			$(3.07	)		$0.07			$1.20			$1.01
Less distributions declared to shareholders
From net investment income		$—			$(0.25	)		$(0.26	)		$(0.24	)		$(0.15	)		$(0.15	)
From net realized gain on investments		—			—			(0.06	)		(0.32	)		(0.06	)		—
Total distributions declared to shareholders		$—			$(0.25	)		$(0.32	)		$(0.56	)		$(0.21	)		$(0.15	)
Net asset value, end of period		$10.79			$10.30			$7.97			$11.36			$11.85			$10.86
Total return (%) (r)(s)		4.76	(n)		32.47			(26.91	)		0.43			11.15			10.24	(n)
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)(h)		0.47	(a)		0.47			0.51			0.75			1.26			5.35	(a)
Expenses after expense reductions (f)(h)		0.32	(a)		0.35			0.35			0.45			0.50			0.50	(a)
Net investment income		1.43	(a)(l)		2.31			2.33			1.87			1.67			1.63	(a)
Portfolio turnover		12			9			38			15			7			4
Net assets at end of period (000 omitted)		$17,049			$15,848			$11,616			$16,151			$11,326			$1,480
	Six months ended 10/31/10 (unaudited)			Years ended 4/30
				2010			2009			2008			2007			2006 (c)
Class R4
Net asset value, beginning of period		$10.34			$7.99			$11.40			$11.90			$10.87			$10.00
Income (loss) from investment operations
Net investment income (d)		$0.08			$0.24			$0.22			$0.26			$0.21			$0.11
Net realized and unrealized gain (loss) on investments		0.41			2.38			(3.28	)		(0.17	)		1.04			0.91
Total from investment operations		$0.49			$2.62			$(3.06	)		$0.09			$1.25			$1.02
Less distributions declared to shareholders
From net investment income		$—			$(0.27	)		$(0.29	)		$(0.27	)		$(0.16	)		$(0.15	)
From net realized gain on investments		—			—			(0.06	)		(0.32	)		(0.06	)		—
Total distributions declared to shareholders		$—			$(0.27	)		$(0.35	)		$(0.59	)		$(0.22	)		$(0.15	)
Net asset value, end of period		$10.83			$10.34			$7.99			$11.40			$11.90			$10.87
Total return (%) (r)(s)		4.74	(n)		32.92			(26.75	)		0.64			11.61			10.35	(n)
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)(h)		0.20	(a)		0.21			0.23			0.48			1.09			5.05	(a)
Expenses after expense reductions (f)(h)		0.07	(a)		0.10			0.10			0.15			0.20			0.20	(a)
Net investment income		1.66	(a)(l)		2.54			1.99			2.36			1.88			1.87	(a)
Portfolio turnover		12			9			38			15			7			4
Net assets at end of period (000 omitted)		$502			$344			$204			$2,283			$62			$55

See Notes to Financial Statements

33

Financial Highlights – continued

MFS LIFETIME 2020 FUND – continued

(a) Annualized.

(c) For the period from the commencement of the fund’s investment operations, September 29, 2005, through the stated period end.

(d) Per share data is based on average shares outstanding.

(f) Ratios do not reflect reductions from fees paid indirectly, if applicable.

(h) In addition to the fees and expenses which the fund bears directly, the fund indirectly bears a pro rata share of the fees and expenses of the underlying funds in which the fund invests. Accordingly, the expense ratio for the fund reflects only those fees and expenses borne directly by the fund. Because the underlying funds have varied expense and fee levels and the fund may own different proportions of the underlying funds at different times, the amount of fees and expenses incurred indirectly by the fund will vary.

(l) Recognition of net investment income by the fund may be affected by the timing of the declaration of dividends by the underlying funds in which the fund invests and the actual annual net investment income ratio may differ.

(n) Not annualized.

(r) Certain expenses have been reduced without which performance would have been lower.

(s) From time to time the fund may receive proceeds from litigation settlements, without which performance would be lower.

(t) Total returns do not include any applicable sales charges.

See Notes to Financial Statements

34

Financial Highlights – continued

MFS LIFETIME 2030 FUND

The financial highlights table is intended to help you understand the fund’s financial performance for the semiannual period and the past 5 fiscal years (or life of a particular share class, if shorter). Certain information reflects financial results for a single fund share. The total returns in the table represent the rate by which an investor would have earned (or lost) on an investment in the fund share class (assuming reinvestment of all distributions) held for the entire period.

	Six months ended 10/31/10 (unaudited)			Years ended 4/30
				2010			2009			2008			2007			2006 (c)
Class A
Net asset value, beginning of period		$9.66			$7.08			$11.41			$12.24			$11.10			$10.00
Income (loss) from investment operations
Net investment income (d)		$0.02			$0.13			$0.08			$0.07			$0.07			$0.01
Net realized and unrealized gain (loss) on investments		0.44			2.63			(4.14	)		(0.24	)		1.20			1.25
Total from investment operations		$0.46			$2.76			$(4.06	)		$(0.17	)		$1.27			$1.26
Less distributions declared to shareholders
From net investment income		$—			$(0.18	)		$(0.16	)		$(0.20	)		$(0.12	)		$(0.16	)
From net realized gain on investments		—			—			(0.11	)		(0.46	)		(0.01	)		—
Total distributions declared to shareholders		$—			$(0.18	)		$(0.27	)		$(0.66	)		$(0.13	)		$(0.16	)
Net asset value, end of period		$10.12			$9.66			$7.08			$11.41			$12.24			$11.10
Total return (%) (r)(s)(t)		4.76	(n)		39.08			(35.45	)		(1.65	)		11.57			12.73	(n)
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)(h)		0.55	(a)		0.55			0.74			0.87			1.84			11.40	(a)
Expenses after expense reductions (f)(h)		0.31	(a)		0.35			0.44			0.45			0.45			0.45	(a)
Net investment income		0.40	(a)(l)		1.45			0.98			0.60			0.63			0.20	(a)
Portfolio turnover		9			6			38			14			17			4
Net assets at end of period (000 omitted)		$11,659			$9,817			$4,634			$5,917			$4,758			$686
	Six months ended 10/31/10 (unaudited)			Years ended 4/30
				2010			2009			2008			2007			2006 (c)
Class B
Net asset value, beginning of period		$9.58			$7.03			$11.32			$12.17			$11.07			$10.00
Income (loss) from investment operations
Net investment income (loss) (d)		$(0.02	)		$0.06			$0.02			$(0.00	)(w)		$(0.00	)(w)		$(0.03	)
Net realized and unrealized gain (loss) on investments		0.44			2.61			(4.09	)		(0.25	)		1.19			1.25
Total from investment operations		$0.42			$2.67			$(4.07	)		$(0.25	)		$1.19			$1.22
Less distributions declared to shareholders
From net investment income		$—			$(0.12	)		$(0.11	)		$(0.14	)		$(0.08	)		$(0.15	)
From net realized gain on investments		—			—			(0.11	)		(0.46	)		(0.01	)		—
Total distributions declared to shareholders		$—			$(0.12	)		$(0.22	)		$(0.60	)		$(0.09	)		$(0.15	)
Net asset value, end of period		$10.00			$9.58			$7.03			$11.32			$12.17			$11.07
Total return (%) (r)(s)(t)		4.38	(n)		38.07			(35.89	)		(2.30	)		10.80			12.36	(n)
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)(h)		1.29	(a)		1.31			1.41			1.53			2.54			12.05	(a)
Expenses after expense reductions (f)(h)		1.06	(a)		1.10			1.10			1.10			1.10			1.10	(a)
Net investment income (loss)		(0.35	)(a)(l)		0.72			0.24			(0.02	)		(0.04	)		(0.41	)(a)
Portfolio turnover		9			6			38			14			17			4
Net assets at end of period (000 omitted)		$3,138			$2,911			$1,735			$2,195			$1,269			$382

See Notes to Financial Statements

35

Financial Highlights – continued

MFS LIFETIME 2030 FUND – continued

	Six months ended 10/31/10 (unaudited)			Years ended 4/30
				2010			2009			2008			2007			2006 (c)
Class C
Net asset value, beginning of period		$9.56			$7.03			$11.34			$12.20			$11.08			$10.00
Income (loss) from investment operations
Net investment income (loss) (d)		$(0.02	)		$0.06			$0.03			$(0.00	)(w)		$(0.02	)		$(0.01	)
Net realized and unrealized gain (loss) on investments		0.44			2.60			(4.10	)		(0.25	)		1.20			1.24
Total from investment operations		$0.42			$2.66			$(4.07	)		$(0.25	)		$1.18			$1.23
Less distributions declared to shareholders
From net investment income		$—			$(0.13	)		$(0.13	)		$(0.15	)		$(0.05	)		$(0.15	)
From net realized gain on investments		—			—			(0.11	)		(0.46	)		(0.01	)		—
Total distributions declared to shareholders		$—			$(0.13	)		$(0.24	)		$(0.61	)		$(0.06	)		$(0.15	)
Net asset value, end of period		$9.98			$9.56			$7.03			$11.34			$12.20			$11.08
Total return (%) (r)(s)(t)		4.39	(n)		37.90			(35.82	)		(2.29	)		10.72			12.39	(n)
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)(h)		1.30	(a)		1.30			1.42			1.53			2.61			12.05	(a)
Expenses after expense reductions (f)(h)		1.06	(a)		1.10			1.10			1.10			1.10			1.10	(a)
Net investment income (loss)		(0.35	)(a)(l)		0.70			0.42			(0.01	)		(0.16	)		(0.13	)(a)
Portfolio turnover		9			6			38			14			17			4
Net assets at end of period (000 omitted)		$3,566			$2,495			$981			$801			$450			$114

	Six months ended 10/31/10 (unaudited)			Years ended 4/30
				2010			2009			2008			2007			2006 (c)
Class I
Net asset value, beginning of period		$9.70			$7.11			$11.46			$12.29			$11.12			$10.00
Income (loss) from investment operations
Net investment income (d)		$0.03			$0.16			$0.11			$0.10			$0.10			$0.04
Net realized and unrealized gain (loss) on investments		0.44			2.63			(4.16	)		(0.24	)		1.22			1.25
Total from investment operations		$0.47			$2.79			$(4.05	)		$(0.14	)		$1.32			$1.29
Less distributions declared to shareholders
From net investment income		$—			$(0.20	)		$(0.19	)		$(0.23	)		$(0.14	)		$(0.17	)
From net realized gain on investments		—			—			(0.11	)		(0.46	)		(0.01	)		—
Total distributions declared to shareholders		$—			$(0.20	)		$(0.30	)		$(0.69	)		$(0.15	)		$(0.17	)
Net asset value, end of period		$10.17			$9.70			$7.11			$11.46			$12.29			$11.12
Total return (%) (r)(s)		4.85	(n)		39.32			(35.18	)		(1.35	)		11.99			12.99	(n)
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)(h)		0.29	(a)		0.32			0.41			0.52			1.62			11.05	(a)
Expenses after expense reductions (f)(h)		0.07	(a)		0.10			0.10			0.10			0.10			0.10	(a)
Net investment income		0.65	(a)(l)		1.79			1.29			0.86			0.91			0.67	(a)
Portfolio turnover		9			6			38			14			17			4
Net assets at end of period (000 omitted)		$1,970			$1,958			$1,149			$1,308			$1,314			$701

See Notes to Financial Statements

36

Financial Highlights – continued

MFS LIFETIME 2030 FUND – continued

	Six months ended 10/31/10 (unaudited)			Years ended 4/30
				2010			2009			2008			2007			2006 (c)
Class R1
Net asset value, beginning of period		$9.57			$7.03			$11.29			$12.17			$11.08			$10.00
Income (loss) from investment operations
Net investment income (loss) (d)		$(0.02	)		$0.07			$0.02			$(0.01	)		$(0.02	)		$(0.03	)
Net realized and unrealized gain (loss) on investments		0.44			2.60			(4.08	)		(0.26	)		1.20			1.25
Total from investment operations		$0.42			$2.67			$(4.06	)		$(0.27	)		$1.18			$1.22
Less distributions declared to shareholders
From net investment income		$—			$(0.13	)		$(0.09	)		$(0.15	)		$(0.08	)		$(0.14	)
From net realized gain on investments		—			—			(0.11	)		(0.46	)		(0.01	)		—
Total distributions declared to shareholders		$—			$(0.13	)		$(0.20	)		$(0.61	)		$(0.09	)		$(0.14	)
Net asset value, end of period		$9.99			$9.57			$7.03			$11.29			$12.17			$11.08
Total return (%) (r)(s)		4.39	(n)		38.06			(35.87	)		(2.42	)		10.72			12.29	(n)
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)(h)		1.29	(a)		1.31			1.40			1.58			2.69			12.25	(a)
Expenses after expense reductions (f)(h)		1.07	(a)		1.10			1.10			1.17			1.20			1.20	(a)
Net investment income (loss)		(0.35	)(a)(l)		0.79			0.24			(0.12	)		(0.14	)		(0.49	)(a)
Portfolio turnover		9			6			38			14			17			4
Net assets at end of period (000 omitted)		$6,328			$6,389			$3,717			$5,671			$1,330			$306
	Six months ended 10/31/10 (unaudited)			Years ended 4/30
				2010			2009			2008			2007			2006 (c)
Class R2
Net asset value, beginning of period		$9.59			$7.04			$11.35			$12.20			$11.09			$10.00
Income (loss) from investment operations
Net investment income (d)		$0.01			$0.11			$0.07			$0.05			$0.04			$0.01
Net realized and unrealized gain (loss) on investments		0.43			2.60			(4.11	)		(0.26	)		1.19			1.23
Total from investment operations		$0.44			$2.71			$(4.04	)		$(0.21	)		$1.23			$1.24
Less distributions declared to shareholders
From net investment income		$—			$(0.16	)		$(0.16	)		$(0.18	)		$(0.11	)		$(0.15	)
From net realized gain on investments		—			—			(0.11	)		(0.46	)		(0.01	)		—
Total distributions declared to shareholders		$—			$(0.16	)		$(0.27	)		$(0.64	)		$(0.12	)		$(0.15	)
Net asset value, end of period		$10.03			$9.59			$7.04			$11.35			$12.20			$11.09
Total return (%) (r)(s)		4.59	(n)		38.63			(35.51	)		(1.93	)		11.18			12.56	(n)
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)(h)		0.80	(a)		0.81			0.91			1.12			2.21			11.80	(a)
Expenses after expense reductions (f)(h)		0.57	(a)		0.60			0.60			0.68			0.75			0.75	(a)
Net investment income		0.15	(a)(l)		1.25			0.89			0.42			0.35			0.10	(a)
Portfolio turnover		9			6			38			14			17			4
Net assets at end of period (000 omitted)		$41,485			$36,518			$20,269			$21,426			$5,980			$331

See Notes to Financial Statements

37

Financial Statements – continued

MFS LIFETIME 2030 FUND – continued

	Six months ended 10/31/10 (unaudited)			Years ended 4/30
				2010			2009			2008			2007			2006 (c)
Class R3
Net asset value, beginning of period		$9.64			$7.07			$11.40			$12.23			$11.10			$10.00
Income (loss) from investment operations
Net investment income (d)		$0.02			$0.13			$0.10			$0.07			$0.08			$0.02
Net realized and unrealized gain (loss) on investments		0.44			2.62			(4.15	)		(0.25	)		1.18			1.24
Total from investment operations		$0.46			$2.75			$(4.05	)		$(0.18	)		$1.26			$1.26
Less distributions declared to shareholders
From net investment income		$—			$(0.18	)		$(0.17	)		$(0.19	)		$(0.12	)		$(0.16	)
From net realized gain on investments		—			—			(0.11	)		(0.46	)		(0.01	)		—
Total distributions declared to shareholders		$—			$(0.18	)		$(0.28	)		$(0.65	)		$(0.13	)		$(0.16	)
Net asset value, end of period		$10.10			$9.64			$7.07			$11.40			$12.23			$11.10
Total return (%) (r)(s)		4.77	(n)		38.99			(35.40	)		(1.69	)		11.49			12.72	(n)
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)(h)		0.55	(a)		0.56			0.65			0.88			1.79			11.45	(a)
Expenses after expense reductions (f)(h)		0.32	(a)		0.35			0.35			0.45			0.50			0.50	(a)
Net investment income		0.40	(a)(l)		1.50			1.16			0.61			0.69			0.33	(a)
Portfolio turnover		9			6			38			14			17			4
Net assets at end of period (000 omitted)		$15,303			$13,516			$8,597			$12,012			$8,198			$354
	Six months ended 10/31/10 (unaudited)			Years ended 4/30
				2010			2009			2008			2007			2006 (c)
Class R4
Net asset value, beginning of period		$9.69			$7.10			$11.44			$12.28			$11.12			$10.00
Income (loss) from investment operations
Net investment income (d)		$0.03			$0.14			$0.04			$0.13			$0.09			$0.04
Net realized and unrealized gain (loss) on investments		0.44			2.65			(4.08	)		(0.28	)		1.21			1.24
Total from investment operations		$0.47			$2.79			$(4.04	)		$(0.15	)		$1.30			$1.28
Less distributions declared to shareholders
From net investment income		$—			$(0.20	)		$(0.19	)		$(0.23	)		$(0.13	)		$(0.16	)
From net realized gain on investments		—			—			(0.11	)		(0.46	)		(0.01	)		—
Total distributions declared to shareholders		$—			$(0.20	)		$(0.30	)		$(0.69	)		$(0.14	)		$(0.16	)
Net asset value, end of period		$10.16			$9.69			$7.10			$11.44			$12.28			$11.12
Total return (%) (r)(s)		4.85	(n)		39.38			(35.16	)		(1.47	)		11.80			12.97	(n)
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)(h)		0.30	(a)		0.29			0.33			0.60			1.78			11.15	(a)
Expenses after expense reductions (f)(h)		0.06	(a)		0.10			0.10			0.15			0.20			0.20	(a)
Net investment income		0.68	(a)(l)		1.64			0.40			1.12			0.85			0.71	(a)
Portfolio turnover		9			6			38			14			17			4
Net assets at end of period (000 omitted)		$614			$278			$108			$2,321			$63			$56

See Notes to Financial Statements

38

Financial Statements – continued

MFS LIFETIME 2030 FUND – continued

(a) Annualized.

(c) For the period from the commencement of the fund’s investment operations, September 29, 2005, through the stated period end.

(d) Per share data is based on average shares outstanding.

(f) Ratios do not reflect reductions from fees paid indirectly, if applicable.

(h) In addition to the fees and expenses which the fund bears directly, the fund indirectly bears a pro rata share of the fees and expenses of the underlying funds in which the fund invests. Accordingly, the expense ratio for the fund reflects only those fees and expenses borne directly by the fund. Because the underlying funds have varied expense and fee levels and the fund may own different proportions of the underlying funds at different times, the amount of fees and expenses incurred indirectly by the fund will vary.

(l) Recognition of net investment income by the fund may be affected by the timing of the declaration of dividends by the underlying funds in which the fund invests and the actual annual net investment income ratio may differ.

(n) Not annualized.

(r) Certain expenses have been reduced without which performance would have been lower.

(s) From time to time the fund may receive proceeds from litigation settlements, without which performance would be lower.

(t) Total returns do not include any applicable sales charges.

(w) Per share amount was less than $0.01.

See Notes to Financial Statements

39

Financial Highlights – continued

MFS LIFETIME 2040 FUND

The financial highlights table is intended to help you understand the fund’s financial performance for the semiannual period and the past 5 fiscal years (or life of a particular share class, if shorter). Certain information reflects financial results for a single fund share. The total returns in the table represent the rate by which an investor would have earned (or lost) on an investment in the fund share class (assuming reinvestment of all distributions) held for the entire period.

	Six months ended 10/31/10 (unaudited)			Years ended 4/30
				2010			2009			2008			2007			2006 (c)
Class A
Net asset value, beginning of period		$9.49			$6.90			$11.37			$12.27			$11.10			$10.00
Income (loss) from investment operations
Net investment income (d)		$ 0.00	(w)		$0.10			$0.06			$0.04			$0.04			$0.01
Net realized and unrealized gain (loss) on investments		0.45			2.66			(4.30	)		(0.27	)		1.27			1.26
Total from investment operations		$0.45			$2.76			$(4.24	)		$(0.23	)		$1.31			$1.27
Less distributions declared to shareholders
From net investment income		$—			$(0.17	)		$(0.14	)		$(0.18	)		$(0.09	)		$(0.16	)
From net realized gain on investments		—			—			(0.09	)		(0.49	)		(0.05	)		(0.01	)
Total distributions declared to shareholders		$—			$(0.17	)		$(0.23	)		$(0.67	)		$(0.14	)		$(0.17	)
Net asset value, end of period		$9.94			$9.49			$6.90			$11.37			$12.27			$11.10
Total return (%) (r)(s)(t)		4.74	(n)		40.17			(37.10	)		(2.12	)		11.86			12.76	(n)
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)(h)		0.66	(a)		0.69			1.01			1.27			2.75			11.32	(a)
Expenses after expense reductions (f)(h)		0.32	(a)		0.35			0.43			0.45			0.45			0.45	(a)
Net investment income		0.06	(a)(l)		1.21			0.70			0.34			0.38			0.10	(a)
Portfolio turnover		7			8			33			11			11			33
Net assets at end of period (000 omitted)		$7,849			$6,861			$3,121			$2,978			$3,420			$599
	Six months ended 10/31/10 (unaudited)			Years ended 4/30
				2010			2009			2008			2007			2006 (c)
Class B
Net asset value, beginning of period		$9.44			$6.88			$11.29			$12.21			$11.08			$10.00
Income (loss) from investment operations
Net investment income (loss) (d)		$(0.03	)		$0.04			$ (0.00	)(w)		$(0.03	)		$(0.03	)		$(0.03	)
Net realized and unrealized gain (loss) on investments		0.45			2.64			(4.25	)		(0.28	)		1.24			1.27
Total from investment operations		$0.42			$2.68			$(4.25	)		$(0.31	)		$1.21			$1.24
Less distributions declared to shareholders
From net investment income		$—			$(0.12	)		$(0.07	)		$(0.12	)		$(0.03	)		$(0.15	)
From net realized gain on investments		—			—			(0.09	)		(0.49	)		(0.05	)		(0.01	)
Total distributions declared to shareholders		$—			$(0.12	)		$(0.16	)		$(0.61	)		$(0.08	)		$(0.16	)
Net asset value, end of period		$9.86			$9.44			$6.88			$11.29			$12.21			$11.08
Total return (%) (r)(s)(t)		4.45	(n)		39.00			(37.50	)		(2.72	)		11.00			12.45	(n)
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)(h)		1.41	(a)		1.46			1.66			1.95			3.57			11.97	(a)
Expenses after expense reductions (f)(h)		1.07	(a)		1.10			1.10			1.10			1.10			1.10	(a)
Net investment income (loss)		(0.69	)(a)(l)		0.49			(0.05	)		(0.26	)		(0.27	)		(0.45	)(a)
Portfolio turnover		7			8			33			11			11			33
Net assets at end of period (000 omitted)		$1,640			$1,630			$1,072			$1,639			$1,124			$466

See Notes to Financial Statements

40

Financial Highlights – continued

MFS LIFETIME 2040 FUND – continued

	Six months ended 10/31/10 (unaudited)			Years ended 4/30
				2010			2009			2008			2007			2006 (c)
Class C
Net asset value, beginning of period		$9.38			$6.85			$11.26			$12.23			$11.08			$10.00
Income (loss) from investment operations
Net investment income (loss) (d)		$(0.03	)		$0.05			$ (0.00	)(w)		$0.01			$(0.03	)		$(0.02	)
Net realized and unrealized gain (loss) on investments		0.44			2.61			(4.23	)		(0.31	)		1.25			1.25
Total from investment operations		$0.41			$2.66			$(4.23	)		$(0.30	)		$1.22			$1.23
Less distributions declared to shareholders
From net investment income		$—			$(0.13	)		$(0.09	)		$(0.18	)		$(0.02	)		$(0.14	)
From net realized gain on investments		—			—			(0.09	)		(0.49	)		(0.05	)		(0.01	)
Total distributions declared to shareholders		$—			$(0.13	)		$(0.18	)		$(0.67	)		$(0.07	)		$(0.15	)
Net asset value, end of period		$9.79			$9.38			$6.85			$11.26			$12.23			$11.08
Total return (%) (r)(s)(t)		4.37	(n)		38.97			(37.46	)		(2.69	)		11.05			12.38	(n)
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)(h)		1.41	(a)		1.44			1.68			1.86			3.57			11.97	(a)
Expenses after expense reductions (f)(h)		1.06	(a)		1.10			1.10			1.10			1.10			1.10	(a)
Net investment income (loss)		(0.69	)(a)(l)		0.53			(0.01	)		0.06			(0.31	)		(0.26	)(a)
Portfolio turnover		7			8			33			11			11			33
Net assets at end of period (000 omitted)		$2,522			$2,134			$859			$964			$212			$86
	Six months ended 10/31/10 (unaudited)			Years ended 4/30
				2010			2009			2008			2007			2006 (c)
Class I
Net asset value, beginning of period		$9.53			$6.93			$11.42			$12.32			$11.12			$10.00
Income (loss) from investment operations
Net investment income (d)		$0.01			$0.13			$0.08			$0.09			$0.08			$0.04
Net realized and unrealized gain (loss) on investments		0.46			2.66			(4.31	)		(0.28	)		1.27			1.25
Total from investment operations		$0.47			$2.79			$(4.23	)		$(0.19	)		$1.35			$1.29
Less distributions declared to shareholders
From net investment income		$—			$(0.19	)		$(0.17	)		$(0.22	)		$(0.10	)		$(0.16	)
From net realized gain on investments		—			—			(0.09	)		(0.49	)		(0.05	)		(0.01	)
Total distributions declared to shareholders		$—			$(0.19	)		$(0.26	)		$(0.71	)		$(0.15	)		$(0.17	)
Net asset value, end of period		$10.00			$9.53			$6.93			$11.42			$12.32			$11.12
Total return (%) (r)(s)		4.93	(n)		40.38			(36.88	)		(1.75	)		12.26			13.01	(n)
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)(h)		0.41	(a)		0.46			0.67			0.95			2.59			10.97	(a)
Expenses after expense reductions (f)(h)		0.07	(a)		0.10			0.10			0.10			0.10			0.10	(a)
Net investment income		0.31	(a)(l)		1.47			0.97			0.76			0.71			0.62	(a)
Portfolio turnover		7			8			33			11			11			33
Net assets at end of period (000 omitted)		$2,391			$2,094			$1,225			$1,518			$1,004			$582

See Notes to Financial Statements

41

Financial Highlights – continued

MFS LIFETIME 2040 FUND – continued

	Six months ended 10/31/10 (unaudited)			Years ended 4/30
				2010			2009			2008			2007			2006 (c)
Class R1
Net asset value, beginning of period		$9.39			$6.84			$11.26			$12.20			$11.08			$10.00
Income (loss) from investment operations
Net investment income (loss) (d)		$(0.03	)		$0.04			$ (0.00	)(w)		$(0.04	)		$(0.05	)		$(0.03	)
Net realized and unrealized gain (loss) on investments		0.44			2.63			(4.24	)		(0.27	)		1.26			1.25
Total from investment operations		$0.41			$2.67			$(4.24	)		$(0.31	)		$1.21			$1.22
Less distributions declared to shareholders
From net investment income		$—			$(0.12	)		$(0.09	)		$(0.14	)		$(0.04	)		$(0.13	)
From net realized gain on investments		—			—			(0.09	)		(0.49	)		(0.05	)		(0.01	)
Total distributions declared to shareholders		$—			$(0.12	)		$(0.18	)		$(0.63	)		$(0.09	)		$(0.14	)
Net asset value, end of period		$9.80			$9.39			$6.84			$11.26			$12.20			$11.08
Total return (%) (r)(s)		4.37	(n)		39.08			(37.53	)		(2.75	)		11.00			12.31	(n)
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)(h)		1.41	(a)		1.46			1.67			1.97			3.55			12.17	(a)
Expenses after expense reductions (f)(h)		1.06	(a)		1.10			1.10			1.17			1.20			1.20	(a)
Net investment income (loss)		(0.69	)(a)(l)		0.48			(0.01	)		(0.36	)		(0.42	)		(0.42	)(a)
Portfolio turnover		7			8			33			11			11			33
Net assets at end of period (000 omitted)		$4,074			$3,759			$2,368			$2,645			$752			$127
	Six months ended 10/31/10 (unaudited)			Years ended 4/30
				2010			2009			2008			2007			2006 (c)
Class R2
Net asset value, beginning of period		$9.43			$6.87			$11.32			$12.24			$11.10			$10.00
Income (loss) from investment operations
Net investment income (loss) (d)		$(0.01	)		$0.09			$0.05			$0.02			$ 0.00	(w)		$0.01
Net realized and unrealized gain (loss) on investments		0.45			2.63			(4.27	)		(0.28	)		1.26			1.25
Total from investment operations		$0.44			$2.72			$(4.22	)		$(0.26	)		$1.26			$1.26
Less distributions declared to shareholders
From net investment income		$—			$(0.16	)		$(0.14	)		$(0.17	)		$(0.07	)		$(0.15	)
From net realized gain on investments		—			—			(0.09	)		(0.49	)		(0.05	)		(0.01	)
Total distributions declared to shareholders		$—			$(0.16	)		$(0.23	)		$(0.66	)		$(0.12	)		$(0.16	)
Net asset value, end of period		$9.87			$9.43			$6.87			$11.32			$12.24			$11.10
Total return (%) (r)(s)		4.67	(n)		39.67			(37.14	)		(2.36	)		11.43			12.70	(n)
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)(h)		0.91	(a)		0.95			1.18			1.51			3.06			11.72	(a)
Expenses after expense reductions (f)(h)		0.56	(a)		0.60			0.60			0.68			0.75			0.75	(a)
Net investment income (loss)		(0.19	)(a)(l)		1.05			0.57			0.16			0.03			0.08	(a)
Portfolio turnover		7			8			33			11			11			33
Net assets at end of period (000 omitted)		$32,835			$27,881			$14,024			$11,566			$3,702			$323

See Notes to Financial Statements

42

Financial Highlights – continued

MFS LIFETIME 2040 FUND – continued

	Six months ended 10/31/10 (unaudited)			Years ended 4/30
				2010			2009			2008			2007			2006 (c)
Class R3
Net asset value, beginning of period		$9.49			$6.90			$11.36			$12.27			$11.11			$10.00
Income (loss) from investment operations
Net investment income (d)		$0.00	(w)		$0.11			$0.06			$0.05			$0.05			$0.03
Net realized and unrealized gain (loss) on investments		0.45			2.65			(4.28	)		(0.28	)		1.25			1.24
Total from investment operations		$0.45			$2.76			$(4.22	)		$(0.23	)		$1.30			$1.27
Less distributions declared to shareholders
From net investment income		$—			$(0.17	)		$(0.15	)		$(0.19	)		$(0.09	)		$(0.15	)
From net realized gain on investments		—			—			(0.09	)		(0.49	)		(0.05	)		(0.01	)
Total distributions declared to shareholders		$—			$(0.17	)		$(0.24	)		$(0.68	)		$(0.14	)		$(0.16	)
Net asset value, end of period		$9.94			$9.49			$6.90			$11.36			$12.27			$11.11
Total return (%) (r)(s)		4.74	(n)		40.13			(37.01	)		(2.13	)		11.74			12.84	(n)
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)(h)		0.66	(a)		0.72			0.91			1.28			2.78			11.37	(a)
Expenses after expense reductions (f)(h)		0.32	(a)		0.35			0.35			0.45			0.50			0.50	(a)
Net investment income		0.06	(a)(l)		1.27			0.72			0.40			0.39			0.38	(a)
Portfolio turnover		7			8			33			11			11			33
Net assets at end of period (000 omitted)		$5,964			$5,283			$3,507			$5,358			$2,371			$169
	Six months ended 10/31/10 (unaudited)			Years ended 4/30
				2010			2009			2008			2007			2006 (c)
Class R4
Net asset value, beginning of period		$9.53			$6.93			$11.41			$12.31			$11.12			$10.00
Income (loss) from investment operations
Net investment income (d)		$0.02			$0.13			$0.04			$0.10			$0.07			$0.04
Net realized and unrealized gain (loss) on investments		0.44			2.66			(4.26	)		(0.29	)		1.26			1.25
Total from investment operations		$0.46			$2.79			$(4.22	)		$(0.19	)		$1.33			$1.29
Less distributions declared to shareholders
From net investment income		$—			$(0.19	)		$(0.17	)		$(0.22	)		$(0.09	)		$(0.16	)
From net realized gain on investments		—			—			(0.09	)		(0.49	)		(0.05	)		(0.01	)
Total distributions declared to shareholders		$—			$(0.19	)		$(0.26	)		$(0.71	)		$(0.14	)		$(0.17	)
Net asset value, end of period		$9.99			$9.53			$6.93			$11.41			$12.31			$11.12
Total return (%) (r)(s)		4.83	(n)		40.38			(36.82	)		(1.79	)		12.07			12.99	(n)
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)(h)		0.41	(a)		0.46			0.58			1.06			2.78			11.07	(a)
Expenses after expense reductions (f)(h)		0.06	(a)		0.10			0.10			0.15			0.20			0.20	(a)
Net investment income		0.32	(a)(l)		1.51			0.35			0.87			0.60			0.67	(a)
Portfolio turnover		7			8			33			11			11			33
Net assets at end of period (000 omitted)		$481			$234			$131			$1,455			$63			$56

See Notes to Financial Statements

43

Financial Highlights – continued

MFS LIFETIME 2040 FUND – continued

(a) Annualized.

(c) For the period from the commencement of the fund’s investment operations, September 29, 2005, through the stated period end.

(d) Per share data is based on average shares outstanding.

(f) Ratios do not reflect reductions from fees paid indirectly, if applicable.

(h) In addition to the fees and expenses which the fund bears directly, the fund indirectly bears a pro rata share of the fees and expenses of the underlying funds in which the fund invests. Accordingly, the expense ratio for the fund reflects only those fees and expenses borne directly by the fund. Because the underlying funds have varied expense and fee levels and the fund may own different proportions of the underlying funds at different times, the amount of fees and expenses incurred indirectly by the fund will vary.

(l) Recognition of net investment income by the fund may be affected by the timing of the declaration of dividends by the underlying funds in which the fund invests and the actual annual net investment income ratio may differ.

(n) Not annualized.

(r) Certain expenses have been reduced without which performance would have been lower.

(s) From time to time the fund may receive proceeds from litigation settlements, without which performance would be lower.

(t) Total returns do not include any applicable sales charges.

(w) Per share amount was less than $0.01.

See Notes to Financial Statements

44

Financial Highlights – continued

MFS LIFETIME 2050 FUND

The financial highlights table is intended to help you understand the fund’s financial performance for the semiannual period and the past 5 fiscal years (or life of a particular share class, if shorter). Certain information reflects financial results for a single fund share. The total returns in the table represent the rate by which an investor would have earned (or lost) on an investment in the fund share class (assuming reinvestment of all distributions) held for the entire period.

	Period ended 10/31/10 (c) (unaudited)
Class A
Net asset value, beginning of period		$10.00
Income (loss) from investment operations
Net investment income (d)		$0.00	(w)
Net realized and unrealized gain (loss) on investments		0.60
Total from investment operations		$0.60
Net asset value, end of period		$10.60
Total return (%) (r)(s)(t)		6.00	(n)
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)(h)		11.56	(a)
Expenses after expense reductions (f)(h)		0.25	(a)
Net investment income		0.26	(a)(l)
Portfolio turnover		1
Net assets at end of period (000 omitted)		$106
	Period ended 10/31/10 (c) (unaudited)
Class B
Net asset value, beginning of period		$10.00
Income (loss) from investment operations
Net investment loss (d)		$(0.01	)
Net realized and unrealized gain (loss) on investments		0.60
Total from investment operations		$0.59
Net asset value, end of period		$10.59
Total return (%) (r)(s)(t)		5.90	(n)
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)(h)		12.31	(a)
Expenses after expense reductions (f)(h)		1.00	(a)
Net investment loss		(0.52	)(a)(l)
Portfolio turnover		1
Net assets at end of period (000 omitted)		$106

See Notes to Financial Statements

45

Financial Highlights – continued

MFS LIFETIME 2050 FUND – continued

	Period ended 10/31/10 (c) (unaudited)
Class C
Net asset value, beginning of period		$10.00
Income (loss) from investment operations
Net investment loss (d)		$(0.01	)
Net realized and unrealized gain (loss) on investments		0.60
Total from investment operations		$0.59
Net asset value, end of period		$10.59
Total return (%) (r)(s)(t)		5.90	(n)
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)(h)		12.31	(a)
Expenses after expense reductions (f)(h)		1.00	(a)
Net investment loss		(0.52	)(a)(l)
Portfolio turnover		1
Net assets at end of period (000 omitted)		$106
	Period ended 10/31/10 (c) (unaudited)
Class I
Net asset value, beginning of period		$10.00
Income (loss) from investment operations
Net investment income (d)		$0.01
Net realized and unrealized gain (loss) on investments		0.59
Total from investment operations		$0.60
Net asset value, end of period		$10.60
Total return (%) (r)(s)		6.00	(n)
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)(h)		11.33	(a)
Expenses after expense reductions (f)(h)		0.00	(a)
Net investment income		0.48	(a)(l)
Portfolio turnover		1
Net assets at end of period (000 omitted)		$106

See Notes to Financial Statements

46

Financial Highlights – continued

MFS LIFETIME 2050 FUND – continued

	Period ended 10/31/10 (c) (unaudited)
Class R1
Net asset value, beginning of period		$10.00
Income (loss) from investment operations
Net investment income (loss) (d)		$(0.01	)
Net realized and unrealized gain (loss) on investments		0.60
Total from investment operations		$0.59
Net asset value, end of period		$10.59
Total return (%) (r)(s)		5.90	(n)
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)(h)		12.31	(a)
Expenses after expense reductions (f)(h)		1.00	(a)
Net investment loss		(0.52	)(a)(l)
Portfolio turnover		1
Net assets at end of period (000 omitted)		$106
	Period ended 10/31/10 (c) (unaudited)
Class R2
Net asset value, beginning of period		$10.00
Income (loss) from investment operations
Net investment income (d)		$(0.00	)(w)
Net realized and unrealized gain (loss) on investments		0.59
Total from investment operations		$0.59
Net asset value, end of period		$10.59
Total return (%) (r)(s)		5.90	(n)
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)(h)		11.81	(a)
Expenses after expense reductions (f)(h)		0.50	(a)
Net investment loss		(0.02	)(a)(l)
Portfolio turnover		1
Net assets at end of period (000 omitted)		$106

See Notes to Financial Statements

47

Financial Highlights – continued

MFS LIFETIME 2050 FUND – continued

	Period ended 10/31/10 (c) (unaudited)
Class R3
Net asset value, beginning of period		$10.00
Income (loss) from investment operations
Net investment income (d)		$0.00	(w)
Net realized and unrealized gain (loss) on investments		0.60
Total from investment operations		$0.60
Net asset value, end of period		$10.60
Total return (%) (r)(s)		6.00	(n)
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)(h)		11.56	(a)
Expenses after expense reductions (f)(h)		0.25	(a)
Net investment income		0.22	(a)(l)
Portfolio turnover		1
Net assets at end of period (000 omitted)		$106
	Period ended 10/31/10 (c) (unaudited)
Class R4
Net asset value, beginning of period		$10.00
Income (loss) from investment operations
Net investment income (d)		$0.01
Net realized and unrealized gain (loss) on investments		0.59
Total from investment operations		$0.60
Net asset value, end of period		$10.60
Total return (%) (r)(s)		6.00	(n)
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)(h)		11.31	(a)
Expenses after expense reductions (f)(h)		0.00	(a)
Net investment income		0.47	(a)(l)
Portfolio turnover		1
Net assets at end of period (000 omitted)		$106

(a) Annualized.

(c) For the period from the commencement of the fund’s investment operations, September 15, 2010, through the stated period end.

(d) Per share data is based on average shares outstanding.

(f) Ratios do not reflect reductions from fees paid indirectly, if applicable.

(h) In addition to the fees and expenses which the fund bears directly, the fund indirectly bears a pro rata share of the fees and expenses of the underlying funds in which the fund invests. Accordingly, the expense ratio for the fund reflects only those fees and expenses borne directly by the fund. Because the underlying funds have varied expense and fee levels and the fund may own different proportions of the underlying funds at different times, the amount of fees and expenses incurred indirectly by the fund will vary.

(l) Recognition of net investment income by the fund may be affected by the timing of the declaration of dividends by the underlying funds in which the fund invests and the actual annual net investment income ratio may differ.

(n) Not annualized.

(r) Certain expenses have been reduced without which performance would have been lower.

(s) From time to time the fund may receive proceeds from litigation settlements, without which performance would be lower.

(t) Total returns do not include any applicable sales charges.

(w) Per share amount was less than $0.01 or 0.01%.

See Notes to Financial Statements

48

NOTES TO FINANCIAL STATEMENTS

(unaudited)

(1) Business and Organization

MFS Lifetime Retirement Income Fund, MFS Lifetime 2010 Fund, MFS Lifetime 2020 Fund, MFS Lifetime 2030 Fund, MFS Lifetime 2040 Fund, and MFS Lifetime 2050 Fund (the funds) are each a series of MFS Series Trust XII (the trust). The trust is organized as a Massachusetts business trust and is registered under the Investment Company Act of 1940, as amended, as an open-end management investment company.

(2) Significant Accounting Policies

General – The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. In the preparation of these financial statements, management has evaluated subsequent events occurring after the date of each fund’s Statement of Assets and Liabilities through the date that the financial statements were issued.

Each fund is a “fund of funds”, which invests the majority of its assets in other MFS mutual funds (underlying funds), which may have different fiscal year ends than the funds. The underlying funds, in turn, may engage in a number of investment techniques and practices, which involve certain risks. Certain underlying funds may invest their portfolio in high-yield securities rated below investment grade. Investments in high-yield securities involve greater degrees of credit and market risk than investments in higher-rated securities and tend to be more sensitive to economic conditions. Certain underlying funds may invest a significant portion of their assets in asset-backed and/or mortgage-backed securities. The value of these securities may depend, in part, on the issuer’s or borrower’s credit quality or ability to pay principal and interest when due and may fall if an issuer or borrower defaults on its obligation to pay principal or interest or if the instrument’s credit rating is downgraded by a credit rating agency. U.S. Government securities not supported as to the payment of principal or interest by the U.S. Treasury, such as those issued by Fannie Mae, Freddie Mac, and the Federal Home Loan Banks, are subject to greater credit risk than are U.S. Government securities supported by the U.S. Treasury, such as those issued by Ginnie Mae. Certain underlying funds can invest in foreign securities, including securities of emerging market issuers. Investments in foreign securities are vulnerable to the effects of changes in the relative values of the local currency and the U.S. dollar and to the effects of changes in each country’s legal, political, and economic environment. The markets of emerging markets countries are generally more volatile than the markets of developed countries with more mature economies. All of the risks of investing in foreign securities previously described are heightened when investing in emerging markets countries.

The accounting policies of the underlying fund of the fund of funds are outlined in the underlying funds’ shareholder reports, available without charge by calling 1-800-225-2606, at mfs.com and on the Securities and Exchange Commission (SEC) web site at http://www.sec.gov or at the SEC’s public reference room in Washington, D.C. The underlying funds’ shareholder reports are not covered by this report.

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 each 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. Equity securities, for which there were no sales reported that day, 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. Equity securities held short, for which there were no sales reported for that day, are 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 at valuations provided by a third-party pricing service. 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

49

Notes to Financial Statements (unaudited) – continued

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 each 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 each 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 each 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 each fund’s net asset value may be deemed to have a material effect on the value of securities traded in foreign markets. Accordingly, each 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 each 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 each fund’s net asset value may differ from quoted or published prices for the same investment. There can be no assurance that each fund could obtain the fair value assigned to an investment if it were to sell the investment at the same time at which each fund determines its net asset value per share.

Various inputs are used in determining the value of each fund’s assets or liabilities. 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. Each 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. The following is a summary of the levels used as of October 31, 2010 in valuing each fund’s assets or liabilities:

	Level 1		Level 2		Level 3		Total
Lifetime Retirement Income Fund
Investments at Value
Mutual Funds		$76,752,238		$—		$—		$76,752,238
Lifetime 2010 Fund
Investments at Value
Mutual Funds		$53,563,822		$—		$—		$53,563,822
Short term Investments		—		61,000		—		61,000
Total Investments		$53,563,822		$61,000		$—		$53,624,822
Lifetime 2020 Fund
Investments at Value
Mutual Funds		$117,026,044		$—		$—		$117,026,044
Short term Investments		—		107,000		—		107,000
Total Investments		$117,026,044		$107,000		$—		$117,133,044

50

Notes to Financial Statements (unaudited) – continued

	Level 1		Level 2		Level 3		Total
Lifetime 2030 Fund
Investments at Value
Mutual Funds		$84,154,585		$—		$—		$84,154,585
Short term Investments		—		83,000		—		83,000
Total Investments		$84,154,585		$83,000		$—		$84,237,585
Lifetime 2040 Fund
Investments at Value
Mutual Funds		$57,737,499		$—		$—		$57,737,499
Short term Investments		—		108,000		—		108,000
Total Investments		$57,737,499		$108,000		$—		$57,845,499
Lifetime 2050 Fund
Investments at Value
Mutual Funds		$847,695		$—		$—		$847,695

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

Repurchase Agreements – Each fund entered into repurchase agreements with approved counterparties. Each repurchase agreement is recorded at cost. Each fund requires that the securities collateral in a repurchase transaction be transferred to a custodian. Each fund monitors, on a daily basis, the value of the collateral to ensure that its value, including accrued interest, is greater than amounts owed to the fund under each such repurchase agreement. Each fund and other funds managed by MFS may utilize a joint trading account for the purpose of entering into one or more repurchase agreements.

Derivatives – Each fund does not invest in derivatives directly. Each fund does invest in underlying funds that may use derivatives for different purposes, including to earn income and enhance returns, to increase or decrease exposure to a particular market, to manage or adjust the risk profile of the underlying funds, or as alternatives to direct investments. Derivatives may be used for hedging or non-hedging purposes. While hedging can reduce or eliminate losses, it can also reduce or eliminate gains. When the underlying funds use derivatives as an investment to increase market exposure, or for hedging purposes, gains and losses from derivative instruments may be substantially greater than the derivative’s original cost.

Indemnifications – Under each fund’s organizational documents, its officers and Trustees may be indemnified against certain liabilities and expenses arising out of the performance of their duties to each fund. Additionally, in the normal course of business, each fund enters into agreements with service providers that may contain indemnification clauses. Each fund’s maximum exposure under these agreements is unknown as this would involve future claims that may be made against the funds that have not yet occurred.

Investment Transactions and Income – Investment transactions are recorded on the trade date. Interest income is recorded on an accrual basis. All premium and discount is amortized or accreted for financial statement purposes in accordance with U.S. generally accepted accounting principles. Distributions of income and capital gains from the underlying funds are recorded on the ex-dividend date. Recognition of net investment income by each fund is affected by the timing of the declaration of dividends by the underlying funds in which each fund invests. In determining the net gain or loss on securities sold, the cost of securities is determined on the identified cost basis.

Each fund may receive proceeds from litigation settlements. Any proceeds received from litigation involving portfolio holdings are reflected in the Statement of Operations in realized gain/loss if the security has been disposed of by each fund or in unrealized gain/loss if the security is still held by each fund. Any other proceeds from litigation not related to portfolio holdings are reflected as other income in the Statement of Operations.

Fees Paid Indirectly – Each fund’s custody fee may be reduced according to an arrangement that measures the value of cash deposited with the custodian by each fund. This amount, for the six months ended October 31, 2010, is shown as a reduction of total expenses on the Statement of Operations. In the case of the MFS Lifetime Retirement Income Fund, MFS Lifetime 2010 Fund, MFS Lifetime 2020 Fund, MFS Lifetime 2030 Fund, and the MFS Lifetime 2050 Fund, custody fees were not reduced.

Tax Matters and Distributions – Each fund intends to qualify as a regulated investment company, as defined under Subchapter M of the Internal Revenue Code, and to distribute all of its taxable income, including realized capital gains. As a result, no provision for federal income tax is required. Each fund’s federal tax returns for the prior three fiscal years remain subject to examination by the Internal Revenue Service. Foreign taxes, if any, have been accrued by each fund in the accompanying financial statements.

51

Notes to Financial Statements (unaudited) – continued

Distributions to shareholders are recorded on the ex-dividend date. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from U.S. generally accepted accounting principles. Certain capital accounts in the financial statements are periodically adjusted for permanent differences in order to reflect their tax character. These adjustments have no impact on net assets or net asset value per share. Temporary differences which arise from recognizing certain items of income, expense, gain or loss in different periods for financial statement and tax purposes will reverse at some time in the future. Distributions in excess of net investment income or net realized gains are temporary overdistributions for financial statement purposes resulting from differences in the recognition or classification of income or distributions for financial statement and tax purposes.

Book/tax differences primarily relate to wash sale loss deferrals and short-term capital gain distributions received from underlying funds.

The tax character of distributions made during the current period will be determined at fiscal year end. The tax character of distributions declared to shareholders for the last fiscal year is as follows:

Year ended 4/30/10	Lifetime Retirement Income Fund		Lifetime 2010 Fund		Lifetime 2020 Fund		Lifetime 2030 Fund		Lifetime 2040 Fund
Ordinary income (including any short-term capital gains)		$1,165,720		$1,180,001		$2,090,006		$1,106,052		$760,037
Long-term capital gain		6,219		—		—		—		—
Total distributions		$1,171,939		$1,180,001		$2,090,006		$1,106,052		$760,037

The federal tax cost and the tax basis components of distributable earnings were as follows:

As of 10/31/10	Lifetime Retirement Income Fund			Lifetime 2010 Fund			Lifetime 2020 Fund			Lifetime 2030 Fund			Lifetime 2040 Fund			Lifetime 2050 Fund
Cost of investments		$69,602,044			$47,817,427			$108,401,675			$77,590,586			$52,156,677			$800,292
Gross appreciation		$7,150,194			$5,807,395			$8,832,232			$6,905,795			$5,688,822			$47,404
Gross depreciation		—			—			(100,863	)		(258,796	)		—			—
Net unrealized appreciation (depreciation)		$7,150,194			$5,807,395			$8,731,369			$6,646,999			$5,688,822			$47,404
As of 4/30/10
Undistributed ordinary income		92,090			348,221			413,298			39,656			—			—
Capital loss carryforwards		(1,443,229	)		(2,476,676	)		(7,759,868	)		(6,815,248	)		(3,839,062	)		—
Post-October capital loss deferral		—			—			(311,062	)		(6,250	)		(14,756	)		—
Other temporary differences		(93,242	)		—			—			—			—			—
Net unrealized appreciation (depreciation)		4,626,222			4,348,880			3,387,512			1,940,613			2,337,685			—

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

As of April 30, 2010, certain funds had capital loss carryforwards available to offset future realized gains. Such losses expire as follows:

Expiration Date	Lifetime Retirement Income Fund			Lifetime 2010 Fund			Lifetime 2020 Fund			Lifetime 2030 Fund			Lifetime 2040 Fund
4/30/18		$(1,443,229	)		$(2,476,676	)		$(7,759,868	)		$(6,815,248	)		$(3,839,062	)

52

Notes to Financial Statements (unaudited) – continued

Multiple Classes of Shares of Beneficial Interest – Each fund offers multiple classes of shares, which differ in their respective distribution and service fees. For the Lifetime Retirement Income Fund, income and common expenses are allocated to shareholders based on the value of settled shares outstanding of each class. For the Lifetime Retirement Income Fund, realized and unrealized gain (loss) are allocated to shareholders based on the daily net assets of each class. For all other funds, income, realized and unrealized gain (loss), and common expenses are allocated to shareholders based on the daily net assets of each class. Dividends are declared separately for each class. Differences in per share dividend rates are generally due to differences in separate class expenses. Class B shares will convert to Class A shares approximately eight years after purchase. Each fund’s distributions declared to shareholders as reported on the Statement of Changes in Net Assets are presented by class as follows:

From net investment income

	Lifetime Retirement Income Fund		Lifetime 2010 Fund		Lifetime 2020 Fund
	Six months ended 10/31/10	Year ended 4/30/10	Six months ended 10/31/10	Year ended 4/30/10	Six months ended 10/31/10	Year ended 4/30/10
Class A	$277,076	$398,916	$—	$239,923	$—	$375,478
Class B	28,038	54,087	—	43,474	—	71,060
Class C	144,044	199,711	—	86,642	—	92,302
Class I	29,211	11,116	—	17,838	—	25,558
Class R1	13,968	22,546	—	82,757	—	159,836
Class R2	116,994	266,771	—	533,698	—	995,112
Class R3	55,492	209,818	—	171,304	—	363,183
Class R4	1,539	2,723	—	4,365	—	7,477
Total	$666,362	$1,165,688	$—	$1,180,001	$—	$2,090,006
	Lifetime 2030 Fund		Lifetime 2040 Fund
	Six months ended 10/31/10	Year ended 4/30/10	Six months ended 10/31/10	Year ended 4/30/10
Class A	$—	$139,857	$—	$108,920
Class B	—	30,811	—	20,655
Class C	—	21,749	—	24,224
Class I	—	37,499	—	36,599
Class R1	—	88,337	—	45,257
Class R2	—	543,933	—	423,841
Class R3	—	240,630	—	96,397
Class R4	—	3,236	—	4,144
Total	$—	$1,106,052	$—	$760,037

From net realized gain on investments

	Lifetime Retirement Income Fund
	Six months ended 10/31/10	Year ended 4/30/10
Class A	$—	$2,034
Class B	—	327
Class C	—	1,365
Class I	—	38
Class R1	—	125
Class R2	—	1,346
Class R3	—	1,006
Class R4	—	10
Total	$—	$6,251

(3) Transactions with Affiliates

Investment Adviser – Each fund has an investment advisory agreement with MFS to provide overall investment management and related administrative services and facilities to each fund. MFS receives no compensation under this agreement; however MFS receives management fees from the underlying MFS funds.

The investment adviser had agreed in writing to pay a portion of each fund’s (excluding MFS Lifetime 2050 Fund) operating expenses, exclusive of distribution and service fees, interest, taxes, extraordinary expenses, brokerage and transaction costs and

53

Notes to Financial Statements (unaudited) – continued

investment-related expenses, such that operating expenses did not exceed 0.10% annually of each fund’s average daily net assets. This written agreement terminated on August 31, 2010. For the period May 1, 2010 through August 31, 2010, this reduction amounted to the following for each fund and is reflected as a reduction of total expenses in the Statement of Operations:

Lifetime Retirement Income Fund	Lifetime 2010 Fund		Lifetime 2020 Fund		Lifetime 2030 Fund		Lifetime 2040 Fund		Lifetime 2050 Fund
$37,573		$40,422		$30,787		$37,837		$41,960		$—

Effective September 1, 2010, the investment adviser has agreed in writing to pay a portion of each fund’s operating expenses, exclusive of distribution and service fees, interest, taxes, extraordinary expenses, brokerage and transaction costs and investment-related expenses, such that operating expenses do not exceed 0.00% annually of each fund’s average daily net assets. This written agreement will continue until modified by each fund’s Board of Trustees, but such agreement will continue at least until September 30, 2011 for the MFS Lifetime 2050 Fund and August 31, 2011 for all other funds. For the six months ended October 31, 2010, this reduction amounted to the following for each fund and is reflected as a reduction of total expenses in the Statement of Operations:

Lifetime Retirement Income Fund	Lifetime 2010 Fund		Lifetime 2020 Fund		Lifetime 2030 Fund		Lifetime 2040 Fund		Lifetime 2050 Fund
$47,656		$44,837		$50,910		$47,874		$45,444		$12,079

In addition to the fees and expenses which each fund bears directly, each fund indirectly bears a pro rata share of the fees and expenses of the underlying funds in which a fund invests. Accordingly, the expense ratio for each fund reflects only those fees and expenses borne directly by each fund.

Distributor – MFS Fund Distributors, Inc. (MFD), a wholly-owned subsidiary of MFS, as distributor, received the following amounts for the six months ended October 31, 2010, as its portion of the initial sales charge on sales of Class A shares of each fund:

Lifetime Retirement Income Fund	Lifetime 2010 Fund		Lifetime 2020 Fund		Lifetime 2030 Fund		Lifetime 2040 Fund		Lifetime 2050 Fund
$45,001		$9,935		$11,304		$7,377		$3,878		$—

The Board of Trustees has adopted a distribution plan for certain class shares pursuant to Rule 12b-1 of the Investment Company Act of 1940.

Each fund’s distribution plan provides that each fund will pay MFD for services provided by MFD and financial intermediaries in connection with the distribution and servicing of certain share classes. One component of the plan is a distribution fee paid to MFD and another component of the plan is a service fee paid to MFD. MFD may subsequently pay all, or a portion, of the distribution and/or service fees to financial intermediaries.

Distribution Plan Fee Table:

	CLASS A
	Distribution Fee Rate (d)		Service Fee Rate (d)		Total Distribution Plan (d)		Annual Effective Rate (e)		Distribution and Service Fee
Lifetime Retirement Income Fund		—		0.25%		0.25%		0.25%		$29,279
Lifetime 2010 Fund		—		0.25%		0.25%		0.25%		13,682
Lifetime 2020 Fund		—		0.25%		0.25%		0.25%		26,019
Lifetime 2030 Fund		—		0.25%		0.25%		0.25%		12,782
Lifetime 2040 Fund		—		0.25%		0.25%		0.25%		8,791
Lifetime 2050 Fund		—		0.25%		0.25%		0.25%		33
	CLASS B
	Distribution Fee Rate (d)		Service Fee Rate (d)		Total Distribution Plan (d)		Annual Effective Rate (e)		Distribution and Service Fee
Lifetime Retirement Income Fund		0.75%		0.25%		1.00%		1.00%		$17,221
Lifetime 2010 Fund		0.75%		0.25%		1.00%		1.00%		10,560
Lifetime 2020 Fund		0.75%		0.25%		1.00%		1.00%		21,330
Lifetime 2030 Fund		0.75%		0.25%		1.00%		1.00%		14,224
Lifetime 2040 Fund		0.75%		0.25%		1.00%		1.00%		7,625
Lifetime 2050 Fund		0.75%		0.25%		1.00%		1.00%		134

54

Notes to Financial Statements (unaudited) – continued

	CLASS C
	Distribution Fee Rate (d)		Service Fee Rate (d)		Total Distribution Plan (d)		Annual Effective Rate (e)		Distribution and Service Fee
Lifetime Retirement Income Fund		0.75%		0.25%		1.00%		1.00%		$88,431
Lifetime 2010 Fund		0.75%		0.25%		1.00%		1.00%		24,920
Lifetime 2020 Fund		0.75%		0.25%		1.00%		1.00%		32,585
Lifetime 2030 Fund		0.75%		0.25%		1.00%		1.00%		14,537
Lifetime 2040 Fund		0.75%		0.25%		1.00%		1.00%		11,050
Lifetime 2050 Fund		0.75%		0.25%		1.00%		1.00%		133
	CLASS R1
	Distribution Fee Rate (d)		Service Fee Rate (d)		Total Distribution Plan (d)		Annual Effective Rate (e)		Distribution and Service Fee
Lifetime Retirement Income Fund		0.75%		0.25%		1.00%		1.00%		$8,608
Lifetime 2010 Fund		0.75%		0.25%		1.00%		1.00%		18,250
Lifetime 2020 Fund		0.75%		0.25%		1.00%		1.00%		43,642
Lifetime 2030 Fund		0.75%		0.25%		1.00%		1.00%		31,109
Lifetime 2040 Fund		0.75%		0.25%		1.00%		1.00%		18,776
Lifetime 2050 Fund		0.75%		0.25%		1.00%		1.00%		133
	CLASS R2
	Distribution Fee Rate (d)		Service Fee Rate (d)		Total Distribution Plan (d)		Annual Effective Rate (e)		Distribution and Service Fee
Lifetime Retirement Income Fund		0.25%		0.25%		0.50%		0.50%		$27,522
Lifetime 2010 Fund		0.25%		0.25%		0.50%		0.50%		54,648
Lifetime 2020 Fund		0.25%		0.25%		0.50%		0.50%		125,204
Lifetime 2030 Fund		0.25%		0.25%		0.50%		0.50%		91,080
Lifetime 2040 Fund		0.25%		0.25%		0.50%		0.50%		71,267
Lifetime 2050 Fund		0.25%		0.25%		0.50%		0.50%		66
	CLASS R3
	Distribution Fee Rate (d)		Service Fee Rate (d)		Total Distribution Plan (d)		Annual Effective Rate (e)		Distribution and Service Fee
Lifetime Retirement Income Fund		—		0.25%		0.25%		0.25%		$5,853
Lifetime 2010 Fund		—		0.25%		0.25%		0.25%		6,544
Lifetime 2020 Fund		—		0.25%		0.25%		0.25%		19,758
Lifetime 2030 Fund		—		0.25%		0.25%		0.25%		16,778
Lifetime 2040 Fund		—		0.25%		0.25%		0.25%		6,645
Lifetime 2050 Fund		—		0.25%		0.25%		0.25%		33

	Lifetime Retirement Income Fund		Lifetime 2010 Fund		Lifetime 2020 Fund		Lifetime 2030 Fund		Lifetime 2040 Fund		Lifetime 2050 Fund
Total Distribution and Service Fees		$176,914		$128,604		$268,538		$180,510		$124,154		$532

(d) In accordance with the distribution plan for certain classes, each fund pays distribution and/or service fees equal to these annual percentage rates of each class’ average daily net assets. The distribution and service fee rates disclosed by class represent the current rates in effect at the end of the reporting period. Any rate changes, if applicable, are detailed below.

(e) The annual effective rates represent actual fees incurred under the distribution plan for the six months ended October 31, 2010 based on each class’ average daily net assets.

Certain Class A shares are subject to a contingent deferred sales charge (CDSC) in the event of a shareholder redemption within 24 months of purchase. Class C shares are subject to a CDSC in the event of a shareholder redemption within 12 months of purchase. Class B shares are subject to a CDSC in the event of a shareholder redemption within six years of purchase. All contingent deferred sales charges are paid to MFD and during the six months ended October 31, 2010, were as follows:

CDSC Imposed	Lifetime Retirement Income Fund		Lifetime 2010 Fund		Lifetime 2020 Fund		Lifetime 2030 Fund		Lifetime 2040 Fund		Lifetime 2050 Fund
Class A		$—		$104		$17		$—		$—		$—
Class B		924		1,161		8,040		1,154		2,717		—
Class C		2,124		188		113		146		563		—

Shareholder Servicing Agent – MFS Service Center, Inc. (MFSC), a wholly-owned subsidiary of MFS, provides shareholder services and transfer agent services to the funds. Under a Special Servicing Agreement among MFS, each MFS fund which

55

Notes to Financial Statements (unaudited) – continued

invests in other MFS funds (“MFS fund-of-funds”) and the underlying funds (other than the MFS Commodity Strategy Fund, MFS Global Bond Fund, and MFS Global Real Estate Fund) in which a MFS fund-of-funds invests (“underlying funds”), each underlying fund may pay a portion of each MFS fund-of-fund’s transfer agent-related expenses, including out-of-pocket and sub-accounting fees, to the extent such payments do not exceed the benefits realized or expected to be realized by the underlying fund from the investment in the underlying fund by the MFS fund-of-fund. For the six months ended October 31, 2010, shareholder servicing expenses incurred by the funds, including out-of-pocket expenses, are disclosed on the Statement of Operations.

Administrator – MFS provides certain financial, legal, shareholder communications, compliance, and other administrative services to each fund. Under an administrative services agreement, each fund partially reimburses MFS the costs incurred to provide these services. Each fund pays an annual fixed amount of $17,500. The administrative services fee incurred for the six months ended October 31, 2010 was equivalent to the following annual effective rates of each fund’s average daily net assets:

Lifetime Retirement Income Fund	Lifetime 2010 Fund		Lifetime 2020 Fund		Lifetime 2030 Fund		Lifetime 2040 Fund		Lifetime 2050 Fund
0.0274%		0.0356%		0.0163%		0.0237%		0.0347%		2.1106%

Trustees’ and Officers’ Compensation – Each fund pays compensation to independent Trustees in the form of a retainer, attendance fees, and additional compensation to Board and Committee chairpersons. Each fund does not pay compensation directly to Trustees or officers of each fund who are also officers of the investment adviser, all of whom receive remuneration for their services to each fund from MFS. Certain officers and Trustees of each fund are officers or directors of MFS, MFD, and MFSC.

Other – Each fund and certain other funds managed by MFS (the funds) have entered into services agreements (the Agreements) which provide for payment of fees by the funds to Tarantino LLC and Griffin Compliance LLC in return for the provision of services of an Independent Chief Compliance Officer (ICCO) and Assistant ICCO, respectively, for the funds. The ICCO and Assistant ICCO are officers of the funds and the sole members of Tarantino LLC and Griffin Compliance LLC, respectively. The funds can terminate the Agreements with Tarantino LLC and Griffin Compliance LLC at any time under the terms of the Agreements. For the six months ended October 31, 2010, the aggregate fees paid by each fund to Tarantino LLC and Griffin Compliance LLC amounted to the following and are included in miscellaneous expense on the Statement of Operations:

Lifetime Retirement Income Fund	Lifetime 2010 Fund		Lifetime 2020 Fund		Lifetime 2030 Fund		Lifetime 2040 Fund		Lifetime 2050 Fund
$232		$182		$395		$271		$185		$1

MFS has agreed to reimburse each fund for a portion of the payments made by each fund in the following amounts, which are shown as a reduction of total expenses in the Statement of Operations. Additionally, MFS has agreed to bear all expenses associated with office space, other administrative support, and supplies provided to the ICCO and Assistant ICCO.

Lifetime Retirement Income Fund	Lifetime 2010 Fund		Lifetime 2020 Fund		Lifetime 2030 Fund		Lifetime 2040 Fund		Lifetime 2050 Fund
$165		$132		$287		$196		$133		$—

(4) Portfolio Securities

Purchases and sales of shares of underlying funds aggregated to the following:

	Lifetime Retirement Income Fund		Lifetime 2010 Fund		Lifetime 2020 Fund		Lifetime 2030 Fund		Lifetime 2040 Fund		Lifetime 2050 Fund
Purchases		$26,301,309		$10,837,418		$19,472,490		$13,168,207		$8,567,554		$804,109
Sales		$8,318,263		$6,786,863		$12,820,660		$6,420,557		$3,345,384		$3,992

56

Notes to Financial Statements (unaudited) – continued

(5) Shares of Beneficial Interest

Each fund’s Declaration of Trust permits the Trustees to issue an unlimited number of full and fractional shares of beneficial interest. Transactions in fund shares were as follows:

	Lifetime Retirement Income Fund												Lifetime 2010 Fund
	Six months ended 10/31/10						Year ended 4/30/10						Six months ended 10/31/10						Year ended 4/30/10
	Shares			Amount			Shares			Amount			Shares			Amount			Shares			Amount
Shares sold
Class A		1,024,022			$10,798,928			1,689,170			$17,057,220			256,495			$2,882,358			476,943			$5,161,977
Class B		154,330			1,625,268			223,386			2,263,230			39,529			438,993			61,451			658,881
Class C		569,484			5,994,309			1,235,323			12,606,117			125,166			1,381,481			232,765			2,483,928
Class I		331,685			3,496,555			37,792			391,953			9,177			106,649			16,601			175,953
Class R1		264,294			2,769,155			65,208			658,456			37,591			417,960			124,123			1,309,541
Class R2		244,207			2,579,209			514,130			5,158,275			382,761			4,337,053			849,555			9,120,371
Class R3		154,060			1,617,673			181,954			1,809,731			91,714			1,050,430			139,057			1,500,655
Class R4		123			1,294			4,929			51,221			23,294			257,704			5,688			61,487
		2,742,205			$28,882,391			3,951,892			$39,996,203			965,727			$10,872,628			1,906,183			$20,472,793
Shares issued to shareholders in reinvestment of distributions
Class A		19,681			$207,919			32,097			$326,187			—			$—			21,149			$229,677
Class B		2,181			23,038			4,737			47,890			—			—			3,913			42,301
Class C		11,143			117,691			15,856			161,698			—			—			5,097			54,689
Class I		781			8,257			1,034			10,494			—			—			1,384			15,081
Class R1		1,308			13,894			2,219			22,376			—			—			7,713			82,757
Class R2		10,792			113,903			25,903			261,970			—			—			48,446			522,738
Class R3		5,242			55,359			20,897			210,498			—			—			15,774			171,302
Class R4		146			1,539			270			2,733			—			—			401			4,365
		51,274			$541,600			103,013			$1,043,846			—			$—			103,877			$1,122,910
Shares reacquired
Class A		(462,902	)		$(4,824,389	)		(263,841	)		$(2,698,072	)		(85,488	)		$(967,749	)		(293,583	)		$(3,173,760	)
Class B		(73,651	)		(767,043	)		(88,209	)		(891,461	)		(38,990	)		(433,217	)		(65,142	)		(693,356	)
Class C		(176,739	)		(1,854,218	)		(102,017	)		(1,039,992	)		(13,536	)		(150,240	)		(84,343	)		(890,419	)
Class I		(13,219	)		(139,373	)		(8,323	)		(87,835	)		(1,920	)		(22,733	)		(12,731	)		(141,505	)
Class R1		(147,496	)		(1,545,378	)		(47,701	)		(485,842	)		(27,796	)		(307,848	)		(87,464	)		(914,633	)
Class R2		(132,952	)		(1,401,442	)		(215,688	)		(2,168,275	)		(346,046	)		(3,876,146	)		(330,866	)		(3,539,448	)
Class R3		(58,998	)		(627,596	)		(374,924	)		(3,889,320	)		(115,409	)		(1,299,501	)		(154,907	)		(1,699,052	)
Class R4		(221	)		(2,417	)		(670	)		(7,019	)		(12,977	)		(146,325	)		(1,883	)		(20,655	)
		(1,066,178	)		$(11,161,856	)		(1,101,373	)		$(11,267,816	)		(642,162	)		$(7,203,759	)		(1,030,919	)		$(11,072,828	)
Net change
Class A		580,801			$6,182,458			1,457,426			$14,685,335			171,007			$1,914,609			204,509			$2,217,894
Class B		82,860			881,263			139,914			1,419,659			539			5,776			222			7,826
Class C		403,888			4,257,782			1,149,162			11,727,823			111,630			1,231,241			153,519			1,648,198
Class I		319,247			3,365,439			30,503			314,612			7,257			83,916			5,254			49,529
Class R1		118,106			1,237,671			19,726			194,990			9,795			110,112			44,372			477,665
Class R2		122,047			1,291,670			324,345			3,251,970			36,715			460,907			567,135			6,103,661
Class R3		100,304			1,045,436			(172,073	)		(1,869,091	)		(23,695	)		(249,071	)		(76	)		(27,095	)
Class R4		48			416			4,529			46,935			10,317			111,379			4,206			45,197
		1,727,301			$18,262,135			2,953,532			$29,772,233			323,565			$3,668,869			979,141			$10,522,875

57

Notes to Financial Statements (unaudited) – continued

	Lifetime 2020 Fund												Lifetime 2030 Fund
	Six months ended 10/31/10						Year ended 4/30/10						Six months ended 10/31/10						Year ended 4/30/10
	Shares			Amount			Shares			Amount			Shares			Amount			Shares			Amount
Shares sold
Class A		311,126			$3,136,949			861,465			$8,234,992			232,131			$2,168,838			439,289			$3,901,930
Class B		70,039			701,006			139,458			1,337,920			38,929			361,092			110,945			974,943
Class C		169,912			1,696,086			266,577			2,556,288			128,243			1,178,558			168,692			1,509,461
Class I		19,370			203,248			34,339			316,305			13,263			124,791			68,395			560,152
Class R1		105,564			1,051,663			276,600			2,546,846			77,353			711,988			314,974			2,671,305
Class R2		817,225			8,266,826			1,706,306			16,102,874			788,236			7,391,710			1,603,164			13,998,063
Class R3		195,964			2,011,114			360,982			3,425,712			215,452			2,026,372			414,727			3,617,825
Class R4		90,886			898,291			9,296			90,064			46,408			419,979			16,877			153,828
		1,780,086			$17,965,183			3,655,023			$34,611,001			1,540,015			$14,383,328			3,137,063			$27,387,507
Shares issued to shareholders in reinvestment of distributions
Class A		—			$—			37,268			$365,601			—			$—			14,819			$136,039
Class B		—			—			7,042			68,803			—			—			3,318			30,291
Class C		—			—			6,690			64,890			—			—			1,633			14,872
Class I		—			—			2,510			24,703			—			—			4,072			37,499
Class R1		—			—			16,410			159,836			—			—			9,686			88,338
Class R2		—			—			101,525			990,887			—			—			59,482			542,475
Class R3		—			—			37,022			363,183			—			—			26,241			240,630
Class R4		—			—			761			7,477			—			—			352			3,236
		—			$—			209,228			$2,045,380			—			$—			119,603			$1,093,380
Shares reacquired
Class A		(165,826	)		$(1,667,153	)		(318,985	)		$(3,061,579	)		(95,965	)		$(897,189	)		(92,109	)		$(810,830	)
Class B		(74,038	)		(738,315	)		(115,496	)		(1,110,667	)		(28,824	)		(264,821	)		(57,145	)		(484,180	)
Class C		(48,990	)		(493,331	)		(70,064	)		(661,936	)		(31,726	)		(292,405	)		(49,085	)		(437,987	)
Class I		(11,945	)		(119,251	)		(34,682	)		(347,454	)		(21,482	)		(196,781	)		(32,246	)		(289,568	)
Class R1		(190,598	)		(1,920,983	)		(246,742	)		(2,329,862	)		(111,265	)		(1,063,110	)		(185,482	)		(1,676,241	)
Class R2		(500,633	)		(5,083,392	)		(932,648	)		(8,964,009	)		(460,704	)		(4,276,226	)		(734,389	)		(6,402,277	)
Class R3		(153,622	)		(1,574,291	)		(317,071	)		(2,979,268	)		(101,785	)		(928,622	)		(255,078	)		(2,245,971	)
Class R4		(77,819	)		(802,957	)		(2,357	)		(23,703	)		(14,724	)		(134,576	)		(3,665	)		(32,230	)
		(1,223,471	)		$(12,399,673	)		(2,038,045	)		$(19,478,478	)		(866,475	)		$(8,053,730	)		(1,409,199	)		$(12,379,284	)
Net change
Class A		145,300			$1,469,796			579,748			$5,539,014			136,166			$1,271,649			361,999			$3,227,139
Class B		(3,999	)		(37,309	)		31,004			296,056			10,105			96,271			57,118			521,054
Class C		120,922			1,202,755			203,203			1,959,242			96,517			886,153			121,240			1,086,346
Class I		7,425			83,997			2,167			(6,446	)		(8,219	)		(71,990	)		40,221			308,083
Class R1		(85,034	)		(869,320	)		46,268			376,820			(33,912	)		(351,122	)		139,178			1,083,402
Class R2		316,592			3,183,434			875,183			8,129,752			327,532			3,115,484			928,257			8,138,261
Class R3		42,342			436,823			80,933			809,627			113,667			1,097,750			185,890			1,612,484
Class R4		13,067			95,334			7,700			73,838			31,684			285,403			13,564			124,834
		556,615			$5,565,510			1,826,206			$17,177,903			673,540			$6,329,598			1,847,467			$16,101,603

58

Notes to Financial Statements (unaudited) – continued

	Lifetime 2040 Fund												Lifetime 2050 Fund
	Six months ended 10/31/10						Year ended 4/30/10						Period ended 10/31/10 (c)				Year ended 4/30/10
	Shares			Amount			Shares			Amount			Shares		Amount		Shares		Amount
Shares sold
Class A		139,122			$1,268,347			409,230			$3,541,273			10,000		$100,000		—		$—
Class B		15,482			141,153			72,867			615,216			10,000		100,000		—		—
Class C		60,802			544,505			140,211			1,197,776			10,000		100,000		—		—
Class I		24,989			230,351			50,347			428,693			10,000		100,000		—		—
Class R1		68,290			616,258			168,470			1,411,829			10,000		100,000		—		—
Class R2		725,364			6,592,733			1,519,388			12,949,090			10,000		100,000		—		—
Class R3		110,804			1,011,662			229,260			1,961,226			10,000		100,000		—		—
Class R4		29,959			263,982			6,892			61,025			10,000		100,000		—		—
		1,174,812			$10,668,991			2,596,665			$22,166,128			80,000		$800,000		—		$—
Shares issued to shareholders in reinvestment of distributions
Class A		—			$—			11,819			$106,610			—		$—		—		$—
Class B		—			—			2,228			20,054			—		—		—		—
Class C		—			—			1,837			16,427			—		—		—		—
Class I		—			—			4,044			36,599			—		—		—		—
Class R1		—			—			5,048			45,179			—		—		—		—
Class R2		—			—			46,796			419,758			—		—		—		—
Class R3		—			—			10,687			96,397			—		—		—		—
Class R4		—			—			458			4,144			—		—		—		—
		—			$—			82,917			$745,168			—		$—		—		$—
Shares reacquired
Class A		(72,530	)		$(668,008	)		(150,140	)		$(1,313,280	)		—		$—		—		$—
Class B		(21,708	)		(194,782	)		(58,238	)		(504,255	)		—		—		—		—
Class C		(30,704	)		(273,925	)		(39,948	)		(326,261	)		—		—		—		—
Class I		(5,478	)		(52,456	)		(11,572	)		(100,351	)		—		—		—		—
Class R1		(52,792	)		(487,703	)		(119,322	)		(1,031,797	)		—		—		—		—
Class R2		(354,277	)		(3,227,089	)		(652,168	)		(5,652,239	)		—		—		—		—
Class R3		(67,540	)		(604,194	)		(191,418	)		(1,673,707	)		—		—		—		—
Class R4		(6,396	)		(60,422	)		(1,679	)		(14,956	)		—		—		—		—
		(611,425	)		$(5,568,579	)		(1,224,485	)		$(10,616,846	)		—		$—		—		$—
Net change
Class A		66,592			$600,339			270,909			$2,334,603			10,000		$100,000		—		$—
Class B		(6,226	)		(53,629	)		16,857			131,015			10,000		100,000		—		—
Class C		30,098			270,580			102,100			887,942			10,000		100,000		—		—
Class I		19,511			177,895			42,819			364,941			10,000		100,000		—		—
Class R1		15,498			128,555			54,196			425,211			10,000		100,000		—		—
Class R2		371,087			3,365,644			914,016			7,716,609			10,000		100,000		—		—
Class R3		43,264			407,468			48,529			383,916			10,000		100,000		—		—
Class R4		23,563			203,560			5,671			50,213			10,000		100,000		—		—
		563,387			$5,100,412			1,455,097			$12,294,450			80,000		$800,000		—		$—

(c) For the period from the commencement of the fund’s investment operations, September 15, 2010, through the stated period end.

59

Notes to Financial Statements (unaudited) – continued

(6) Line of Credit

Each fund and certain other funds managed by MFS participate in a $1.1 billion unsecured committed line of credit, subject to a $1 billion sublimit, provided by a syndication of banks under a credit agreement. Borrowings may be made for temporary financing needs. Interest is charged to each fund, based on its borrowings, generally at a rate equal to the higher of the Federal Reserve funds rate or one month LIBOR plus an agreed upon spread. A commitment fee, based on the average daily, unused portion of the committed line of credit, is allocated among the participating funds at the end of each calendar quarter. In addition, each fund and other funds managed by MFS have established unsecured uncommitted borrowing arrangements with certain banks for temporary financing needs. Interest is charged to each fund, based on its borrowings, at a rate equal to the Federal Reserve funds rate plus an agreed upon spread. For the six months ended October 31, 2010, each fund’s commitment fee and interest expense were equal to the following and are included in miscellaneous expense on the Statement of Operations:

	Lifetime Retirement Income Fund		Lifetime 2010 Fund		Lifetime 2020 Fund		Lifetime 2030 Fund		Lifetime 2040 Fund		Lifetime 2050 Fund
Commitment Fee		$270		$219		$486		$348		$239		$—
Interest Expense		—		—		—		—		—		—

(7) Transactions in Underlying Funds-Affiliated Issuers

An affiliated issuer may be considered one in which each fund owns 5% or more of the outstanding voting securities, or a company which is under common control. For the purposes of this report, each fund assumes the following to be affiliated issuers:

	Lifetime Retirement Income Fund
Underlying Funds	Beginning Share/Par Amount		Acquisitions Share/Par Amount		Dispositions Share/Par Amount		Ending Share/Par Amount
MFS Commodity Strategy Fund		—		67,055		(4,188)		62,867
MFS Core Growth Fund		65,892		28,551		(6,210)		88,233
MFS Diversified Target Return Fund		118,490		53,246		(6,259)		165,477
MFS Emerging Markets Debt Fund		116,609		18,367		(84,988)		49,988
MFS Global Bond Fund		—		359,145		(8,921)		350,224
MFS Global Real Estate Fund		37,662		17,125		(5,093)		49,694
MFS Government Securities Fund		556,917		234,708		(54,524)		737,101
MFS High Income Fund		503,680		201,136		(40,063)		664,753
MFS Inflation-Adjusted Bond Fund		554,960		206,838		(44,972)		716,826
MFS International Growth Fund		24,148		8,532		(2,381)		30,299
MFS International Value Fund		23,669		8,838		(1,909)		30,598
MFS Limited Maturity Fund		1,819,103		804,191		(164,682)		2,458,612
MFS Mid Cap Growth Fund		202,775		95,995		(26,789)		271,981
MFS Mid Cap Value Fund		138,453		62,796		(13,801)		187,448
MFS New Discovery Fund		51,644		22,712		(8,684)		65,672
MFS Research Bond Fund		1,372,425		487,754		(270,187)		1,589,992
MFS Research Fund		212,051		88,576		(42,619)		258,008
MFS Research International Fund		119,173		42,974		(11,877)		150,270
MFS Value Fund		50,852		23,172		(3,378)		70,646

60

Notes to Financial Statements (unaudited) – continued

	Lifetime Retirement Income Fund – continued
Underlying Funds	Realized Gain (Loss)		Capital Gain Distributions		Dividend Income		Ending Value
MFS Commodity Strategy Fund		$1,783		$—		$—		$769,495
MFS Core Growth Fund		(4,702)		—		—		1,531,728
MFS Diversified Target Return Fund		(2,268)		—		—		1,530,661
MFS Emerging Markets Debt Fund		41,893		—		22,832		768,809
MFS Global Bond Fund		829		—		32,563		3,845,460
MFS Global Real Estate Fund		(7,540)		34,796		712		766,278
MFS Government Securities Fund		1,856		—		107,039		7,673,221
MFS High Income Fund		(2,591)		—		73,730		2,306,691
MFS Inflation-Adjusted Bond Fund		119		—		75,631		7,684,375
MFS International Growth Fund		(4,361)		—		—		767,778
MFS International Value Fund		(3,880)		—		—		767,408
MFS Limited Maturity Fund		(25,154)		—		231,469		15,341,737
MFS Mid Cap Growth Fund		(4,299)		—		—		2,306,397
MFS Mid Cap Value Fund		(6,768)		—		—		2,298,107
MFS New Discovery Fund		988		—		—		1,535,407
MFS Research Bond Fund		4,098		—		295,488		16,901,611
MFS Research Fund		(57,830)		—		—		6,122,539
MFS Research International Fund		(15,673)		—		—		2,303,633
MFS Value Fund		(5,036)		—		10,590		1,530,903
		$(88,536)		$34,796		$850,054		$76,752,238
	Lifetime 2010 Fund
Underlying Funds	Beginning Share/Par Amount		Acquisitions Share/Par Amount		Dispositions Share/Par Amount		Ending Share/Par Amount
MFS Commodity Strategy Fund		—		51,463		(7,555)		43,908
MFS Core Growth Fund		65,474		9,355		(13,077)		61,752
MFS Diversified Target Return Fund		100,822		16,900		(2,197)		115,525
MFS Emerging Markets Debt Fund		104,770		2,969		(72,877)		34,862
MFS Global Bond Fund		—		256,956		(12,850)		244,106
MFS Global Real Estate Fund		32,001		9,023		(6,473)		34,551
MFS Government Securities Fund		473,513		73,982		(32,882)		514,613
MFS High Income Fund		452,279		37,787		(26,049)		464,017
MFS Inflation-Adjusted Bond Fund		472,475		59,099		(31,721)		499,853
MFS International Growth Fund		22,267		3,026		(4,228)		21,065
MFS International Value Fund		21,802		2,943		(3,404)		21,341
MFS Limited Maturity Fund		1,481,302		289,709		(53,802)		1,717,209
MFS Mid Cap Growth Fund		178,914		42,047		(30,749)		190,212
MFS Mid Cap Value Fund		121,879		28,436		(19,571)		130,744
MFS New Discovery Fund		43,915		10,881		(8,830)		45,966
MFS Research Bond Fund		1,146,892		154,344		(192,045)		1,109,191
MFS Research Fund		176,022		43,056		(39,000)		180,078
MFS Research International Fund		104,127		19,586		(19,062)		104,651
MFS Value Fund		50,387		7,493		(8,615)		49,265

61

Notes to Financial Statements (unaudited) – continued

	Lifetime 2010 Fund – continued
Underlying Funds	Realized Gain (Loss)		Capital Gain Distributions		Dividend Income		Ending Value
MFS Commodity Strategy Fund		$6,012		$—		$—		$537,440
MFS Core Growth Fund		2,551		—		—		1,072,007
MFS Diversified Target Return Fund		(932)		—		—		1,068,610
MFS Emerging Markets Debt Fund		137,443		—		19,211		536,173
MFS Global Bond Fund		1,979		—		24,141		2,680,287
MFS Global Real Estate Fund		(415)		28,823		590		532,779
MFS Government Securities Fund		778		—		83,027		5,357,120
MFS High Income Fund		119		—		58,630		1,610,139
MFS Inflation-Adjusted Bond Fund		(64)		—		58,768		5,358,428
MFS International Growth Fund		4,610		—		—		533,793
MFS International Value Fund		(137)		—		—		535,236
MFS Limited Maturity Fund		(7,712)		—		175,608		10,715,386
MFS Mid Cap Growth Fund		9,334		—		—		1,612,998
MFS Mid Cap Value Fund		8,818		—		—		1,602,919
MFS New Discovery Fund		11,093		—		—		1,074,693
MFS Research Bond Fund		11,806		—		—		11,790,699
MFS Research Fund		(27,690)		—		227,423		4,273,243
MFS Research International Fund		(1,328)		—		—		1,604,295
MFS Value Fund		3,868		—		8,884		1,067,577
		$160,133		$28,823		$656,282		$53,563,822
	Lifetime 2020 Fund
Underlying Funds	Beginning Share/Par Amount		Acquisitions Share/Par Amount		Dispositions Share/Par Amount		Ending Share/Par Amount
MFS Commodity Strategy Fund		—		316,275		(26,941)		289,334
MFS Core Growth Fund		576,706		44,592		(81,057)		540,241
MFS Diversified Target Return Fund		111,822		17,090		(1,283)		127,629
MFS Emerging Markets Debt Fund		366,325		19,638		(157,932)		228,031
MFS Emerging Markets Equity Fund		3,317		—		(3,311)		6
MFS Global Bond Fund		—		543,812		(12,876)		530,936
MFS Global Real Estate Fund		148,570		17,383		(15,413)		150,540
MFS Government Securities Fund		960,596		190,996		(33,296)		1,118,296
MFS High Income Fund		1,586,806		158,635		(51,637)		1,693,804
MFS Inflation-Adjusted Bond Fund		525,347		52,605		(28,253)		549,699
MFS International Growth Fund		142,812		8,919		(13,853)		137,878
MFS International New Discovery Fund		59,072		2,475		(7,935)		53,612
MFS International Value Fund		139,720		8,662		(9,016)		139,366
MFS Limited Maturity Fund		—		20,311		—		20,311
MFS Mid Cap Growth Fund		919,813		104,087		(53,732)		970,168
MFS Mid Cap Value Fund		628,107		59,795		(24,576)		663,326
MFS New Discovery Fund		151,343		13,273		(14,343)		150,273
MFS Research Bond Fund		1,464,962		195,496		(337,347)		1,323,111
MFS Research Fund		398,674		41,554		(47,056)		393,172
MFS Research International Fund		458,758		30,273		(32,248)		456,783
MFS Value Fund		443,775		36,592		(50,592)		429,775

62

Notes to Financial Statements (unaudited) – continued

	Lifetime 2020 Fund – continued
Underlying Funds	Realized Gain (Loss)		Capital Gain Distributions		Dividend Income		Ending Value
MFS Commodity Strategy Fund		$30,425		$—		$—		$3,541,441
MFS Core Growth Fund		(354,247)		—		—		9,378,580
MFS Diversified Target Return Fund		(377)		—		—		1,180,571
MFS Emerging Markets Debt Fund		147,689		—		96,060		3,507,113
MFS Emerging Markets Equity Fund		38,305		—		—		187
MFS Global Bond Fund		3,404		—		52,584		5,829,679
MFS Global Real Estate Fund		4,720		130,368		2,669		2,321,327
MFS Government Securities Fund		1,339		—		173,283		11,641,458
MFS High Income Fund		(23,868)		—		208,539		5,877,502
MFS Inflation-Adjusted Bond Fund		1,630		—		64,239		5,892,775
MFS International Growth Fund		14,154		—		—		3,493,818
MFS International New Discovery Fund		(41,479)		—		—		1,156,412
MFS International Value Fund		(63)		—		—		3,495,309
MFS Limited Maturity Fund		—		—		183		126,738
MFS Mid Cap Growth Fund		(103,706)		—		—		8,227,027
MFS Mid Cap Value Fund		(71,889)		—		—		8,132,374
MFS New Discovery Fund		35,260		—		—		3,513,387
MFS Research Bond Fund		26,843		—		270,848		14,064,665
MFS Research Fund		(158,255)		—		—		9,329,983
MFS Research International Fund		(135,453)		—		—		7,002,480
MFS Value Fund		(295,459)		—		72,341		9,313,218
		$(881,027)		$130,368		$940,746		$117,026,044
	Lifetime 2030 Fund
Underlying Funds	Beginning Share/Par Amount		Acquisitions Share/Par Amount		Dispositions Share/Par Amount		Ending Share/Par Amount
MFS Commodity Strategy Fund		—		324,935		(13,132)		311,803
MFS Core Growth Fund		543,417		61,102		(46,434)		558,085
MFS Diversified Target Return Fund		36,765		11,095		(1,871)		45,989
MFS Emerging Markets Debt Fund		117,669		16,695		(50,847)		83,517
MFS Emerging Markets Equity Fund		37,575		1,646		(1,764)		37,457
MFS Global Bond Fund		—		157,807		(2,249)		155,558
MFS Global Real Estate Fund		202,580		27,575		(14,257)		215,898
MFS High Income Fund		510,365		130,264		(22,029)		618,600
MFS Inflation-Adjusted Bond Fund		270,614		49,738		(24,612)		295,740
MFS International Growth Fund		192,314		12,139		(6,864)		197,589
MFS International New Discovery Fund		116,373		5,721		(5,842)		116,252
MFS International Value Fund		188,449		16,812		(4,904)		200,357
MFS Mid Cap Growth Fund		904,776		110,450		(62,515)		952,711
MFS Mid Cap Value Fund		616,499		69,459		(36,827)		649,131
MFS New Discovery Fund		154,088		16,565		(7,562)		163,091
MFS Research Bond Fund		266,181		38,462		(86,362)		218,281
MFS Research Fund		278,954		35,813		(32,380)		282,387
MFS Research International Fund		414,709		31,831		(36,848)		409,692
MFS Value Fund		419,811		59,438		(34,308)		444,941

63

Notes to Financial Statements (unaudited) – continued

	Lifetime 2030 Fund – continued
Underlying Funds	Realized Gain (Loss)		Capital Gain Distributions		Dividend Income		Ending Value
MFS Commodity Strategy Fund		$5,706		$—		$—		$3,816,468
MFS Core Growth Fund		(197,198)		—		—		9,688,354
MFS Diversified Target Return Fund		(558)		—		—		425,401
MFS Emerging Markets Debt Fund		1,937		—		31,638		1,284,498
MFS Emerging Markets Equity Fund		(607)		—		—		1,252,181
MFS Global Bond Fund		145		—		14,315		1,708,027
MFS Global Real Estate Fund		(12,421)		175,063		3,584		3,329,139
MFS High Income Fund		(9,166)		—		69,034		2,146,543
MFS Inflation-Adjusted Bond Fund		2,814		—		32,851		3,170,330
MFS International Growth Fund		(7,340)		—		—		5,006,911
MFS International New Discovery Fund		(21,426)		—		—		2,507,550
MFS International Value Fund		(8,095)		—		—		5,024,956
MFS Mid Cap Growth Fund		(129,176)		—		—		8,078,991
MFS Mid Cap Value Fund		(101,148)		—		—		7,958,339
MFS New Discovery Fund		4,872		—		—		3,813,073
MFS Research Bond Fund		10,322		—		44,944		2,320,328
MFS Research Fund		(153,318)		—		—		6,701,051
MFS Research International Fund		(233,509)		—		—		6,280,572
MFS Value Fund		(245,639)		—		70,701		9,641,873
		$(1,093,805)		$175,063		$267,067		$84,154,585
	Lifetime 2040 Fund
Underlying Funds	Beginning Share/Par Amount		Acquisitions Share/Par Amount		Dispositions Share/Par Amount		Ending Share/Par Amount
MFS Commodity Strategy Fund		—		247,027		(8,650)		238,377
MFS Core Growth Fund		381,674		48,967		(30,826)		399,815
MFS Emerging Markets Equity Fund		33,110		2,250		(901)		34,459
MFS Global Real Estate Fund		167,528		24,828		(6,634)		185,722
MFS Inflation Adjusted Bond Fund		125,255		21,598		(12,275)		134,578
MFS International Growth Fund		148,852		12,998		(3,188)		158,662
MFS International New Discovery Fund		101,594		7,805		(2,419)		106,980
MFS International Value Fund		145,374		17,587		(2,273)		160,688
MFS Mid Cap Growth Fund		669,892		91,852		(72,333)		689,411
MFS Mid Cap Value Fund		457,555		58,202		(46,237)		469,520
MFS New Discovery Fund		115,467		15,370		(5,988)		124,849
MFS Research Bond Fund		123,129		24,188		(11,504)		135,813
MFS Research Fund		188,663		26,955		(21,821)		193,797
MFS Research International Fund		278,747		26,551		(5,116)		300,182
MFS Value Fund		294,281		46,989		(23,014)		318,256

64

Notes to Financial Statements (unaudited) – continued

	Lifetime 2040 Fund – continued
Underlying Funds	Realized Gain (Loss)		Capital Gain Distributions		Dividend Income		Ending Value
MFS Commodity Strategy Fund		$3,039		$—		$—		$2,917,730
MFS Core Growth Fund		(128,073)		—		—		6,940,793
MFS Emerging Markets Equity Fund		(1,197)		—		—		1,151,967
MFS Global Real Estate Fund		(21,034)		145,898		2,987		2,863,826
MFS Inflation Adjusted Bond Fund		1,469		—		15,191		1,442,677
MFS International Growth Fund		(2,546)		—		—		4,020,495
MFS International New Discovery Fund		(5,374)		—		—		2,307,565
MFS International Value Fund		(4,260)		—		—		4,030,065
MFS Mid Cap Growth Fund		(130,219)		—		—		5,846,207
MFS Mid Cap Value Fund		(100,303)		—		—		5,756,316
MFS New Discovery Fund		3,756		—		—		2,918,971
MFS Research Bond Fund		876		—		26,279		1,443,694
MFS Research Fund		(97,598)		—		—		4,598,799
MFS Research International Fund		(30,157)		—		—		4,601,793
MFS Value Fund		(159,171)		—		50,492		6,896,601
		$(670,792)		$145,898		$94,949		$57,737,499
	Lifetime 2050 Fund
Underlying Funds	Beginning Share/Par Amount		Acquisitions Share/Par Amount		Dispositions Share/Par Amount		Ending Share/Par Amount
MFS Commodity Strategy Fund		—		3,536		(34)		3,502
MFS Core Growth Fund		—		5,944		(74)		5,870
MFS Emerging Markets Equity Fund		—		508		—		508
MFS Global Real Estate Fund		—		2,749		(3)		2,746
MFS Inflation Adjusted Bond Fund		—		1,968		—		1,968
MFS International Growth Fund		—		2,344		(1)		2,343
MFS International New Discovery Fund		—		1,579		(1)		1,578
MFS International Value Fund		—		2,355		—		2,355
MFS Mid Cap Growth Fund		—		10,190		(125)		10,065
MFS Mid Cap Value Fund		—		6,929		(32)		6,897
MFS New Discovery Fund		—		1,835		(21)		1,814
MFS Research Bond Fund		—		1,973		—		1,973
MFS Research Fund		—		2,858		(11)		2,847
MFS Research International Fund		—		4,429		(1)		4,428
MFS Value Fund		—		4,975		—		4,975
Underlying Funds	Realized Gain (Loss)		Capital Gain Distributions		Dividend Income		Ending Value
MFS Commodity Strategy Fund		$28		$—		$—		$42,869
MFS Core Growth Fund		78		—		—		101,909
MFS Emerging Markets Equity Fund		1		—		—		16,973
MFS Global Real Estate Fund		3		—		—		42,345
MFS Inflation Adjusted Bond Fund		—		—		53		21,096
MFS International Growth Fund		1		—		—		59,377
MFS International New Discovery Fund		1		—		—		34,029
MFS International Value Fund		—		—		—		59,061
MFS Mid Cap Growth Fund		23		—		—		85,354
MFS Mid Cap Value Fund		13		—		—		84,554
MFS New Discovery Fund		26		—		—		42,402
MFS Research Bond Fund		—		—		99		20,972
MFS Research Fund		—		—		—		67,564
MFS Research International Fund		1		—		—		67,886
MFS Value Fund		—		—		342		101,304
		$175		$—		$494		$847,695

65

BOARD REVIEW OF INVESTMENT ADVISORY AGREEMENTS

MFS Lifetime Funds

MFS Lifetime Retirement Income Fund

MFS Lifetime 2010 Fund

MFS Lifetime 2020 Fund

MFS Lifetime 2030 Fund

MFS Lifetime 2040 Fund

The Investment Company Act of 1940 requires that both the full Board of Trustees and a majority of the non-interested (“independent”) Trustees, voting separately, annually approve the continuation of the Funds’ investment advisory agreement with MFS. The Trustees consider matters bearing on the Funds and their investment advisory arrangements at their meetings throughout the year, including a review of the performance data at each regular meeting. In addition, the independent Trustees met several times over the course of three months beginning in May and ending in July, 2010 (“contract review meetings”) for the specific purpose of considering whether to approve the continuation of the investment advisory agreements for the Funds and the other investment companies that the Board oversees (the “MFS Funds”). The independent Trustees were assisted in their evaluation of the Funds’ investment advisory agreement by independent legal counsel, from whom they received separate legal advice and with whom they met separately from MFS during various contract review meetings. The independent Trustees were also assisted in this process by the MFS Funds’ Independent Chief Compliance Officer, a full-time senior officer appointed by and reporting to the independent Trustees.

In connection with their deliberations regarding the continuation of the investment advisory agreement, the Trustees, including the independent Trustees, considered such information and factors as they believed, in light of the legal advice furnished to them and their own business judgment, to be relevant. The investment advisory agreement for the Funds was considered separately, although the Trustees also took into account the common interests of all MFS Funds in their review. As described below, the Trustees considered the nature, quality, and extent of the various investment advisory, administrative, and shareholder services performed by MFS under the existing investment advisory agreement and other arrangements with the Funds.

In connection with their contract review meetings, the Trustees received and relied upon materials that included, among other items: (i) information provided by Lipper Inc., an independent third party, on the investment performance of the Funds for the one and three-year periods ended December 31, 2009 and the investment performance of a group of funds with substantially similar investment classifications/objectives (the “Lipper performance universe”), (ii) information provided by Lipper Inc. on the Funds’ fees and expenses and the fees and expenses of comparable funds identified by Lipper Inc. (the “Lipper expense group”), (iii) information as to whether and to what extent applicable expense waivers and reimbursements are observed for the Funds, (iv) information regarding MFS’ financial results and financial condition, including MFS’ and certain of its affiliates’ estimated profitability from services performed for the Funds and for the MFS Funds as a whole, and compared to MFS’ institutional business, (v) MFS’ views regarding the outlook for the mutual fund industry and the strategic business plans of MFS, (vi) descriptions of various functions performed by MFS for the Funds, such as compliance monitoring and portfolio trading practices, and (vii) information regarding the overall organization of MFS, including information about MFS’ senior management and other personnel providing investment advisory, administrative and other services to the Funds and the other MFS Funds. The comparative performance, fee and expense information prepared and provided by Lipper Inc. was not independently verified and the independent Trustees did not independently verify any information provided to them by MFS.

The Trustees’ conclusion as to the continuation of the investment advisory agreements was based on a comprehensive consideration of all information provided to the Trustees and not the result of any single factor. Some of the factors that figured particularly in the Trustees’ deliberations are described below, although individual Trustees may have evaluated the information presented differently from one another, giving different weights to various factors. It is also important to recognize that the fee arrangements for the Funds and other MFS Funds are the result of years of review and discussion between the independent Trustees and MFS, that certain aspects of such arrangements may receive greater scrutiny in some years than in others, and that the Trustees’ conclusions may be based, in part, on their consideration of these same arrangements during the course of the year and in prior years.

MFS Lifetime Retirement Income Fund

Based on information provided by Lipper Inc., the Trustees reviewed the total return investment performance of the Fund’s shares as well as the performance of peer groups of funds over various time periods. The Trustees placed particular emphasis on the total return performance of the Fund’s Class A shares in comparison to the performance of funds in its Lipper performance universe over the three-year period ended December 31, 2009, which the Trustees believed was a long enough period to reflect differing market conditions. The total return performance of the Fund’s Class A shares was in the 1st quintile relative to the other funds in the universe for this three-year period (the 1st quintile being the best performers and the

66

Board Review of Investment Advisory Agreements – continued

5th quintile being the worst performers). The total return performance of the Fund’s Class A shares was in the 2nd quintile for the one-year period ended December 31, 2009 relative to the Lipper performance universe.

MFS Lifetime 2010 Fund

Based on information provided by Lipper Inc., the Trustees reviewed the total return investment performance of the Fund’s shares as well as the performance of peer groups of funds over various time periods. The Trustees placed particular emphasis on the total return performance of the Fund’s Class A shares in comparison to the performance of funds in its Lipper performance universe over the three-year period ended December 31, 2009, which the Trustees believed was a long enough period to reflect differing market conditions. The total return performance of the Fund’s Class A shares was in the 1st quintile relative to the other funds in the universe for this three-year period (the 1st quintile being the best performers and the 5th quintile being the worst performers). The total return performance of the Fund’s Class A shares was in the 4th quintile for the one-year period ended December 31, 2009 relative to the Lipper performance universe.

MFS Lifetime 2020 Fund

Based on information provided by Lipper Inc., the Trustees reviewed the total return investment performance of the Fund’s shares as well as the performance of peer groups of funds over various time periods. The Trustees placed particular emphasis on the total return performance of the Fund’s Class A shares in comparison to the performance of funds in its Lipper performance universe over the three-year period ended December 31, 2009, which the Trustees believed was a long enough period to reflect differing market conditions. The total return performance of the Fund’s Class A shares was in the 1st quintile relative to the other funds in the universe for this three-year period (the 1st quintile being the best performers and the 5th quintile being the worst performers). The total return performance of the Fund’s Class A shares was in the 2nd quintile for the one-year period ended December 31, 2009 relative to the Lipper performance universe.

MFS Lifetime 2030 Fund

Based on information provided by Lipper Inc., the Trustees reviewed the total return investment performance of the Fund’s shares as well as the performance of peer groups of funds over various time periods. The Trustees placed particular emphasis on the total return performance of the Fund’s Class A shares in comparison to the performance of funds in its Lipper performance universe over the three-year period ended December 31, 2009, which the Trustees believed was a long enough period to reflect differing market conditions. The total return performance of the Fund’s Class A shares was in the 2nd quintile relative to the other funds in the universe for this three-year period (the 1st quintile being the best performers and the 5th quintile being the worst performers). The total return performance of the Fund’s Class A shares was in the 1st quintile for the one-year period ended December 31, 2009 relative to the Lipper performance universe.

MFS Lifetime 2040 Fund

Based on information provided by Lipper Inc., the Trustees reviewed the total return investment performance of the Fund’s shares as well as the performance of peer groups of funds over various time periods. The Trustees placed particular emphasis on the total return performance of the Fund’s Class A shares in comparison to the performance of funds in its Lipper performance universe over the three-year period ended December 31, 2009, which the Trustees believed was a long enough period to reflect differing market conditions. The total return performance of the Fund’s Class A shares was in the 2nd quintile relative to the other funds in the universe for this three-year period (the 1st quintile being the best performers and the 5th quintile being the worst performers). The total return performance of the Fund’s Class A shares was in the 2nd quintile for the one-year period ended December 31, 2009 relative to the Lipper performance universe.

General

Each Fund commenced investment operations on September 29, 2005; therefore, no performance data for the five-year period was available. Because of the passage of time, this performance is likely to differ from performance results for more recent periods, including those shown elsewhere in this report.

In the course of their deliberations, the Trustees took into account the limited operating history of the Funds and information provided by MFS in connection with the contract review meetings, as well as during investment review meetings conducted with portfolio management personnel during the course of the year regarding the Funds’ performance. After reviewing these and related factors, the Trustees concluded, within the context of their overall conclusions regarding the investment advisory agreements, that they were satisfied with MFS’ responses and efforts relating to investment performance.

The Trustees considered that MFS does not charge any advisory fees for providing investment advisory services to the Funds, but that the Funds pay their pro rata share of the advisory fees paid by the underlying funds in which they invest (the “Underlying Funds”). The Trustees also considered that MFS currently observes an expense limitation for each Fund, which may not be changed without the Trustees’ approval.

67

Board Review of Investment Advisory Agreements – continued

In assessing the reasonableness of the Funds’ expenses the Trustees considered, among other information, the total expense ratios of the Funds’ Class A shares as a percentage of average daily net assets and the total expense ratios of peer groups of funds based on information provided by Lipper Inc., noting that the Funds’ total expense ratios were expected to be relatively low because, as noted above, the Funds do not bear advisory expenses. The Trustees also considered that, according to the Lipper data (which takes into account any expense limitations that were in effect during the Funds’ last fiscal year): (i) the MFS Lifetime Retirement Income Fund’s total expense ratio was approximately at the Lipper expense group median; (ii) the MFS Lifetime 2010 Fund’s total expense ratio was approximately at the Lipper expense group median; (iii) the MFS Lifetime 2020 Fund’s total expense ratio was approximately at the Lipper expense group median; (iv) the MFS Lifetime 2030 Fund’s total expense ratio was higher than the Lipper expense group median; and (v) the MFS Lifetime 2040 Fund’s total expense ratio was higher than the Lipper expense group median. Because the Funds do not pay advisory fees, the Trustees did not consider the extent to which economies of scale would be realized due to the Funds’ growth of assets, whether fee levels reflect economies of scale for Fund shareholders, or the fees paid by similar funds to other investment advisers or by similar clients of MFS.

The Trustees also considered information prepared by MFS relating to MFS’ costs and profits with respect to the Funds, the MFS Funds considered as a group, and other investment companies and accounts advised by MFS, as well as MFS’ methodologies used to determine and allocate its costs to the MFS Funds, the Funds and other accounts and products for purposes of estimating profitability.

In addition, the Trustees considered MFS’ resources and related efforts to continue to retain, attract and motivate capable personnel to serve the Funds. The Trustees also considered current and developing conditions in the financial services industry, including the presence of large and well-capitalized companies which are spending, and appear to be prepared to continue to spend, substantial sums to engage personnel and to provide services to competing investment companies. In this regard, the Trustees also considered the financial resources of MFS and its ultimate parent, Sun Life Financial Inc. The Trustees also considered the advantages and possible disadvantages to the Funds of having an adviser that also serves other investment companies as well as other accounts.

The Trustees also considered the nature, quality, cost, and extent of administrative, transfer agency, and distribution services provided to the Funds by MFS and its affiliates under agreements and plans other than the investment advisory agreement, including any 12b-1 fees the Funds pay to MFS Fund Distributors, Inc., an affiliate of MFS. The Trustees also considered the nature, extent and quality of certain other services MFS performs or arranges for on the Funds’ or the Underlying Funds’ behalf, which may include securities lending programs, directed expense payment programs, class action recovery programs, and MFS’ interaction with third-party service providers, principally custodians and sub-custodians. The Trustees concluded that the various non-advisory services provided by MFS and its affiliates on behalf of the Funds were satisfactory.

The Trustees also considered benefits to MFS from the use of the Underlying Funds’ portfolio brokerage commissions, if applicable, to pay for investment research and other similar services, and various other factors. Additionally, the Trustees considered so-called “fall-out benefits” to MFS such as reputational value derived from serving as investment manager to the Funds.

Based on their evaluation of factors that they deemed to be material, including those factors described above, the Board of Trustees, including a majority of the independent Trustees, concluded that the Funds’ investment advisory agreement with MFS should be approved for an additional one-year period, commencing August 1, 2010.

A discussion regarding the Board’s most recent review and renewal of each fund’s Investment Advisory Agreement with MFS is available by clicking on the fund’s name under “Mutual Funds” in the “Products and Performance” section of the MFS Web site (mfs.com).

68

Board Review of Investment Advisory Agreements – continued

MFS Lifetime 2050 Fund

The Investment Company Act of 1940 requires that both the full Board of Trustees and a majority of the non-interested (“independent”) Trustees, voting separately, initially approve the Fund’s investment advisory agreement with MFS (the “Agreement”) and, beginning on the second anniversary of the initial effective date of the Agreement, annually approve the continuation of the Agreement. In July 2010, the Board met to consider the initial approval of the Agreement (“the initial review meeting”). The independent Trustees were assisted in their evaluation of the Agreement by independent legal counsel, from whom they received separate legal advice and with whom they met separately from MFS. The independent Trustees were also assisted in this process by the MFS Funds’ Independent Chief Compliance Officer, a full-time senior officer appointed by and reporting to the independent Trustees.

In connection with their deliberations regarding the initial approval of the Agreement, the Trustees, including the independent Trustees, considered such information and factors as they believed, in light of the legal advice furnished to them and their own business judgment, to be relevant. As described below, the Trustees considered the nature, quality, and extent of the various investment advisory, administrative, and shareholder services to be performed by MFS under the Agreement and other arrangements with the Fund.

In connection with their initial review meeting, the Trustees received and relied upon materials that included, among other items: (i) information provided by Lipper Inc., an independent third party, on the Fund’s proposed advisory fees and other expenses and the advisory fees and other expenses of comparable funds identified by Lipper Inc. (the “Lipper expense group”) and (ii) descriptions of various functions to be performed by MFS for the Fund, such as compliance monitoring and portfolio trading practices. In addition, in connection with the independent Trustees’ meetings in May, June and July, 2010 (the “contract review meetings”) for the purpose of considering whether to approve the continuation of the investment advisory agreements for the other investment companies that the Board oversees (the “MFS Funds”), the independent Trustees received: (i) information regarding MFS’ financial results and financial condition, including MFS’ and certain of its affiliates’ estimated profitability from services performed for the MFS Funds as a whole, and compared to MFS’ institutional business (ii) MFS’ views regarding the outlook for the mutual fund industry and the strategic business plans of MFS, and (iii) information regarding the overall organization of MFS, including information about MFS’ senior management and other personnel providing investment advisory, administrative and other services to the Fund and the other MFS Funds. The comparative fee and expense information prepared and provided by Lipper Inc. was not independently verified and the independent Trustees did not independently verify any information provided to them by MFS.

The Trustees’ conclusion as to the initial approval of the Agreement was based on a comprehensive consideration of all information provided to the Trustees and not the result of any single factor. Some of the factors that figured particularly in the Trustees’ deliberations are described below, although individual Trustees may have evaluated the information presented differently from one another, giving different weights to various factors. Because the Fund is newly organized and had not begun investment operations at the time of the initial review meeting, the Fund had no investment performance for the Trustees to review.

The Trustees considered that MFS will not charge any advisory fees for providing investment advisory services to the Fund, but that the Fund will pay a pro rata share of the advisory fees paid by the underlying funds in which it invests (the “Underlying Funds”). The Trustees also considered that MFS will observe an expense limitation for the Fund, which may not be changed without the Trustees’ approval.

In assessing the reasonableness of the Fund’s advisory fee, the Trustees considered, among other information, the Fund’s proposed advisory fee and the estimated total expense ratio of the Fund’s Class A shares as a percentage of average daily net assets and the advisory fee and total expense ratios of peer groups of funds based on information provided by Lipper Inc, noting that the Fund’s total expense ratio was expected to be relatively low because, as noted above, the Fund does not bear advisory expenses. The Trustees considered that, according to the Lipper data, the Fund’s effective advisory fee rate was above the Lipper expense group median and the Fund’s total expense ratio was below the Lipper expense group median.

Because the Fund will not pay an advisory fee, the Trustees did not consider the extent to which economies of scale would be realized due to the Funds’ growth of assets, whether fee levels reflect economies of scale for Fund shareholders, or the fees paid by similar funds to other investment advisers or by similar clients of MFS.

The Trustees did not consider MFS’ costs and profits with respect to the Fund because the Fund has no operating history with MFS as its adviser. The Trustees considered information prepared by MFS relating to MFS’ costs and profits with respect to the MFS Funds considered as a group, and other investment companies and institutional accounts advised by MFS, as well as MFS’ methodologies used to determine and allocate its costs to the MFS Funds and other accounts and products for purposes of estimating profitability.

69

Board Review of Investment Advisory Agreements – continued

In addition, the Trustees considered MFS’ resources and related efforts to continue to retain, attract and motivate capable personnel to serve the Fund. The Trustees also considered current and developing conditions in the financial services industry, including the presence of large and well-capitalized companies which are spending, and appear to be prepared to continue to spend, substantial sums to engage personnel and to provide services to competing investment companies. In this regard, the Trustees also considered the financial resources of MFS and its ultimate parent, Sun Life Financial Inc. The Trustees also considered the advantages and possible disadvantages to the Fund of having an adviser that also serves other investment companies as well as other accounts.

The Trustees also considered the nature, quality, cost, and extent of administrative, transfer agency, and distribution services to be provided to the Fund by MFS and its affiliates under agreements and plans other than the investment advisory agreement, including any 12b-1 fees the Fund will pay to MFS Fund Distributors, Inc., an affiliate of MFS. The Trustees also considered the nature, extent and quality of certain other services MFS may perform or arrange for on the Fund’s or the Underlying Funds’ behalf, which may include securities lending programs, directed expense payment programs, class action recovery programs, and MFS’ interaction with third-party service providers, principally custodians and sub-custodians. The Trustees concluded that the various non-advisory services to be provided by MFS and its affiliates on behalf of the Fund were satisfactory.

The Trustees also considered benefits to MFS from the use of the Underlying Funds’ portfolio brokerage commissions, if applicable, to pay for investment research and various other factors. Additionally, the Trustees considered so-called “fall-out benefits” to MFS such as reputational value derived from serving as investment manager to the Fund.

Based on their evaluation of factors that they deemed to be material, including those factors described above, the Board of Trustees, including a majority of the independent Trustees, concluded that the Fund’s investment advisory agreement with MFS should be approved for an initial two-year period, commencing upon its effective date, as set forth in the agreement.

A discussion regarding the Board’s most recent review and renewal of the fund’s Investment Advisory Agreement with MFS is available by clicking on the fund’s name under “Mutual Funds” in the “Products and Performance” section of the MFS Web site (mfs.com).

70

PROXY VOTING POLICIES AND INFORMATION

A general description of the MFS funds’ proxy voting policies and procedures is available without charge, upon request, by calling 1-800-225-2606, by visiting the Proxy Voting section of mfs.com or by visiting the SEC’s Web site at http://www.sec.gov.

Information regarding how the fund voted proxies relating to portfolio securities during the most recent twelve-month period ended June 30 is available without charge by visiting the Proxy Voting section of mfs.com or by visiting the SEC’s Web site at http://www.sec.gov.

QUARTERLY PORTFOLIO DISCLOSURE

The fund will file a complete schedule of portfolio holdings with the Securities and Exchange Commission (the Commission) for the first and third quarters of each fiscal year on Form N-Q. The fund’s Form N-Q may be reviewed and copied at the:

Public Reference Room

Securities and Exchange Commission

100 F Street, NE, Room 1580

Washington, D.C. 20549

Information on the operation of the Public Reference Room may be obtained by calling the Commission at 1-800-SEC-0330. The fund’s Form N-Q is available on the EDGAR database on the Commission’s Internet Web site at http://www.sec.gov, and copies of this information may be obtained, upon payment of a duplicating fee, by electronic request at the following e-mail address: publicinfo@sec.gov or by writing the Public Reference Section at the above address.

A shareholder can also obtain the quarterly portfolio holdings report at mfs.com.

FURTHER INFORMATION

From time to time, MFS may post important information about the fund or the MFS funds on the MFS web site (mfs.com). This information is available by visiting the “News & Commentary” section of mfs.com or by clicking on the fund’s name under “Mutual Funds” in the “Products and Performance” section of mfs.com.

71

CONTACT US

Web site

mfs.com

MFS TALK

1-800-637-8255

24 hours a day

Account service and literature

Shareholders

1-800-225-2606

Investment professionals

1-800-343-2829

Retirement plan services

1-800-637-1255

Mailing address

MFS Service Center, Inc.

P.O. Box 55824

Boston, MA 02205-5824

Overnight mail

MFS Service Center, Inc.

c/o Boston Financial Data Services

30 Dan Road

Canton, MA 02021-2809

Save paper with eDelivery. MFS^® will send you prospectuses, reports, and proxies directly via e-mail so you will get information faster with less mailbox clutter. To sign up: 1. go to mfs.com. 2. log in via MFS^® Access. 3. select eDelivery. If you own your MFS fund shares through a financial institution or a retirement plan, MFS^® TALK, MFS Access, and eDelivery may not be available to you.

ITEM 2. CODE OF ETHICS.

The Registrant has not amended any provision in its Code of Ethics (the “Code”) that relates to any element of the Code’s definition enumerated in paragraph (b) of Item 2 of this Form N-CSR. During the period covered by this report, the Registrant did not grant a waiver, including an implicit waiver, from any provision of the Code.

ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT.

Not applicable for semi-annual reports.

ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

Not applicable for semi-annual reports.

ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS.

Not applicable to the Registrant.

ITEM 6. INVESTMENTS.

A schedule of investments of each series of the Registrant is included as part of the report to shareholders of such series under Item 1 of this Form N-CSR.

ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES.

Not applicable to the Registrant.

ITEM 8. PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES.

Not applicable to the Registrant.

ITEM 9. PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT COMPANY AND AFFILIATED PURCHASERS.

Not applicable to the Registrant.

ITEM 10. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

There were no material changes to the procedures by which shareholders may send recommendations to the Board for nominees to the Registrant’s Board since the Registrant last provided disclosure as to such procedures in response to the requirements of Item 407 (c)(2)(iv) of Regulation S-K or this Item.

ITEM 11. 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 report on Form N-CSR, 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 second fiscal quarter of the period covered by the report that have materially affected, or are reasonably likely to materially affect, the registrant’s internal control over financial reporting.

ITEM 12. EXHIBITS.

(a) File the exhibits listed below as part of this form. Letter or number the exhibits in the sequence indicated.

(1) Any code of ethics, or amendment thereto, that is the subject of the disclosure required by Item 2, to the extent that the registrant intends to satisfy the Item 2 requirements through filing of an exhibit.

(2) 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.

(b) If the report is filed under Section 13(a) or 15(d) of the Exchange Act, provide the certifications required by Rule 30a-2(b) under the Act (17 CFR 270.30a-2(b)), Rule 13a-14(b) or Rule 15d-14(b) under the Exchange Act (17 CFR 240.13a-14(b) or 240.15d-14(b)) and Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. 1350) as an exhibit. A certification furnished pursuant to this paragraph will not be deemed “filed” for the purposes of Section 18 of the Exchange Act (15 U.S.C. 78r), or otherwise subject to the liability of that section. Such certification will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933 or the Exchange Act, except to the extent that the registrant specifically incorporates it by reference: 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. DIORIODWYER
	Maria F. DiOrioDwyer, President

Date: December 16, 2010

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. DIORIODWYER
	Maria F. DiOrioDwyer, President (Principal Executive Officer)

Date: December 16, 2010

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

Date: December 16, 2010

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

EX-99.CERT

EX-99.CERT

MFS SERIES TRUST XII

CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT

I, John M. Corcoran, certify that:

1. I have reviewed this report on Form N-CSR 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 financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report;

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 second fiscal quarter of the period covered by the report 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: December 16, 2010	JOHN M. CORCORAN
	John M. Corcoran
	Treasurer (Principal Financial Officer and Accounting Officer)

EX-99.CERT

MFS SERIES TRUST XII

CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT

I, Maria F. DiOrioDwyer, certify that:

1. I have reviewed this report on Form N-CSR 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 financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report;

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 second fiscal quarter of the period covered by the report 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: December 16, 2010	MARIA F. DIORIODWYER
	Maria F. DiOrioDwyer
	President (Principal Executive Officer)

EX-99.906CERT

EX-99.906CERT

MFS SERIES TRUST XII

CERTIFICATION PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT

I, John M. Corcoran, certify that, to my knowledge:

1. The Form N-CSR (the “Report”) of MFS Series Trust XII (the “Registrant”) fully complies for the period covered by the Report with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant.

Date: December 16, 2010	JOHN M. CORCORAN
	John M. Corcoran
	Treasurer (Principal Financial Officer and Accounting Officer)

A signed original of this written statement required by Section 906 has been provided to the Registrant and will be retained by the Registrant and furnished to the Securities and Exchange Commission or its staff upon request.

EX-99.906CERT

MFS SERIES TRUST XII

CERTIFICATION PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT

I, Maria F. DiOrioDwyer, certify that, to my knowledge:

1. The Form N-CSR (the “Report”) of MFS Series Trust XII (the “Registrant”) fully complies for the period covered by the Report with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant.

Date: December 16, 2010	MARIA F. DIORIODWYER
	Maria F. DiOrioDwyer
	President (Principal Executive Officer)

A signed original of this written statement required by Section 906 has been provided to the Registrant and will be retained by the Registrant and furnished to the Securities and Exchange Commission or its staff upon request.