SUB-ITEM 77Q1(a)3
MFS SERIES TRUST XII
MFS LIFETIME RETIREMENT INCOME FUND
MFS LIFETIME 2010 FUND
MFS LIFETIME 2020 FUND
MFS LIFETIME 2030 FUND
MFS LIFETIME 2040 FUND
The Investment Advisory Agreement, dated July 26, 2005, is contained in
Registrant's (File Nos. 333-126328 and 811-21780), Pre-Effective Amendment No.1
to the Registration Statement filed with the Securities and Exchange Commission
via XXXXX on September 27, 2005, under the Securities Act of 1933.Such document
is incorporated herein by reference.