Report of Independent Registered Public Accounting
Firm


To the Shareholders of MFS Lifetime Funds and the
Board of Trustees of MFS Series Trust XII

In planning and performing our audits of the financial
statements of MFS Lifetime Income Fund, MFS Lifetime
2020 Fund, MFS Lifetime 2025 Fund, MFS Lifetime 2030
Fund, MFS Lifetime 2035 Fund, MFS Lifetime 2040 Fund,
MFS Lifetime 2045 Fund, MFS Lifetime 2050 Fund, MFS
Lifetime 2055 Fund and MFS Lifetime 2060 Fund (the
MFS Lifetime Funds) (ten of the series constituting MFS
Series Trust XII (the Trust)) as of and for the year ended
April 30, 2021, in accordance with the standards of the
Public Company Accounting Oversight Board (United
States), we considered the Trust's internal control over
financial reporting, including controls over safeguarding
securities, as a basis for designing our auditing
procedures for the purpose of expressing our opinion
on the financial statements and to comply with the
requirements of Form N-CEN, but not for the purpose of
expressing an opinion on the effectiveness of the Trust's
internal control over financial reporting. Accordingly,
we express no such opinion.

The management of the Trust is responsible for
establishing and maintaining effective internal control
over financial reporting. In fulfilling this responsibility,
estimates and judgments by management are required
to assess the expected benefits and related costs of
controls. A company's internal control over financial
reporting is a process designed to provide reasonable
assurance regarding the reliability of financial reporting
and the preparation of financial statements for external
purposes in accordance with U.S. generally accepted
accounting principles. A company's internal control over
financial reporting includes those policies and
procedures that (1) pertain to the maintenance of
records that, in reasonable detail, accurately and fairly
reflect the transactions and dispositions of the assets of
the company; (2) provide reasonable assurance that
transactions are recorded as necessary to permit
preparation of financial statements in accordance with
generally accepted accounting principles, and that
receipts and expenditures of the company are being
made only in accordance with authorizations of
management and directors of the company; and (3)
provide reasonable assurance regarding prevention or
timely detection of unauthorized acquisition, use or
disposition of a company's assets that could have a
material effect on the financial statements.

Because of its inherent limitations, internal control over
financial reporting may not prevent or detect
misstatements. Also, projections of any evaluation of
effectiveness to future periods are subject to the risk
that controls may become inadequate because of
changes in conditions, or that the degree of compliance
with the policies or procedures may deteriorate.

A deficiency in internal control over financial reporting
exists when the design or operation of a control does
not allow management or employees, in the normal
course of performing their assigned functions, to
prevent or detect misstatements on a timely basis. A
material weakness is a deficiency, or a combination of
deficiencies, in internal control over financial reporting,
such that there is a reasonable possibility that a
material misstatement of the company's annual or
interim financial statements will not be prevented or
detected on a timely basis.





Our consideration of the Trust's internal control over
financial reporting was for the limited purpose
described in the first paragraph and would not
necessarily disclose all deficiencies in internal control
that might be material weaknesses under standards
established by the Public Company Accounting
Oversight Board (United States). However, we noted no
deficiencies in the Trust's internal control over financial
reporting and its operation, including controls over
safeguarding securities that we consider to be a
material weakness as defined above as of April 30,
2021.
This report is intended solely for the information and
use of management and the Board of Trustees of MFS
Series Trust XII and the Securities and Exchange
Commission and is not intended to be and should not
be used by anyone other than these specified parties.



	/s/ ERNST & YOUNG LLP
Boston, Massachusetts
June 15, 2021



Information Classification: Limited Access

Information Classification: Limited Access