EXHIBIT NO. 99. (h) 12

AMENDMENT No. 2 DATED AUGUST 29, 2011

TO THE AMENDED AND RESTATED SPECIAL SERVICING AGREEMENT DATED JANUARY 1, 2010

Amendment to the Amended and Restated Special Servicing Agreement (the “Agreement”) by and among (i) MFS Series Trust X, a Massachusetts business trust, on behalf of each of its series listed in Appendix A to the Agreement; (ii) MFS Series Trust XII, a Massachusetts business trust, on behalf of each of its series listed in Appendix A to the Agreement (all series listed in Appendix A are referred to collectively as the “Top-Tier Funds”); (iii) MFS Series Trust X, a Massachusetts business trust, on behalf of each of its series listed in Appendix B to the Agreement; (iv) MFS Series Trust I, a Massachusetts business trust, on behalf of each of its series listed in Appendix B to the Agreement; (v) MFS Series Trust III, a Massachusetts business trust, on behalf of each of its series listed in Appendix B to the Agreement; (vi) MFS Series Trust IV, a Massachusetts business trust, on behalf of each of its series listed in Appendix B to the Agreement; (vii) MFS Series Trust V, a Massachusetts business trust, on behalf of each of its series listed in Appendix B to the Agreement; (viii) MFS Series Trust IX, a Massachusetts business trust, on behalf of each of its series listed in Appendix B to the Agreement; (ix) MFS Series Trust XI, a Massachusetts business trust, on behalf of each of its series listed in Appendix B to the Agreement; (x) MFS Series Trust XIII, a Massachusetts business trust, on behalf of its series listed in Appendix B to the Agreement; (xi) MFS Series Trust XV, a Massachusetts business trust on behalf of its series listed in Appendix B to the Agreement; and (xii) MFS Series Trust II, a Massachusetts business trust on behalf of its series listed in Appendix B to the Agreement (all series listed in Appendix B are referred to as the “Underlying Funds”).

WHEREAS, the parties desire to amend the Agreement by adding the MFS Growth Fund, a series of MFS Series Trust II, as an additional party to the Agreement as an “Underlying Fund”.

NOW THEREFORE, in consideration of the foregoing and of the mutual covenants and conditions set forth herein, each of the parties amends the Agreement as follows:

1. Appendix B of the Agreement is hereby deleted in its entirety and replaced with Appendix B attached hereto.

In all other respects, the terms of the Agreement remain unchanged and in full force and effect.

IN WITNESS WHEREOF, each of the parties hereto have caused this Amendment No. 2 to the Agreement to be executed as of the day and year first above written.

	MFS SERIES TRUST X
	on behalf of its series:
	MFS AGGRESSIVE GROWTH ALLOCATION FUND
	MFS CONSERVATIVE ALLOCATION FUND
	MFS EMERGING MARKETS EQUITY FUND
	MFS EMERGING MARKETS DEBT FUND
	MFS GROWTH ALLOCATION FUND
	MFS INTERNATIONAL DIVERSIFICATION FUND
	MFS INTERNATIONAL GROWTH FUND
	MFS INTERNATIONAL VALUE FUND
	MFS MODERATE ALLOCATION FUND

	MFS SERIES TRUST XII
	on behalf of its series:
	MFS LIFETIME RETIREMENT INCOME FUND
	MFS LIFETIME 2010 FUND
	MFS LIFETIME 2020 FUND
	MFS LIFETIME 2030 FUND
	MFS LIFETIME 2040 FUND
	MFS LIFETIME 2050 FUND

	MFS SERIES TRUST I
	on behalf of its series:
	MFS NEW DISCOVERY FUND
	MFS RESEARCH INTERNATIONAL FUND
	MFS VALUE FUND

	MFS SERIES TRUST II
	on behalf of its series:
	MFS GROWTH FUND

	MFS SERIES TRUST III
	on behalf of its series:
	MFS HIGH INCOME FUND

	MFS SERIES TRUST IV
	on behalf of its series:
	MFS MID CAP GROWTH FUND

	MFS SERIES TRUST V
	on behalf of its series:
	MFS INTERNATIONAL NEW DISCOVERY FUND
	MFS RESEARCH FUND

	MFS SERIES TRUST IX
	on behalf of its series:
	MFS INFLATION-ADJUSTED BOND FUND
	MFS LIMITED MATURITY FUND
	MFS RESEARCH BOND FUND

	MFS SERIES TRUST XI
	on behalf of its series:
	MFS MID CAP VALUE FUND

	MFS SERIES TRUST XIII
	on behalf of its series:
	MFS GOVERNMENT SECURITIES FUND

	MFS SERIES TRUST XV
	on behalf of its series:
	MFS DIVERSIFIED TARGET RETURN FUND

	By:	MARIA DWYER
	Name:	Maria Dwyer
	Title:	President

Massachusetts Financial Services Company acknowledges and agrees that it is responsible for all of its acts and omissions in performing its obligations under the Agreement.

	MASSACHUSETTS FINANCIAL SERVICES
	COMPANY
	By:	ROBERT J. MANNING
	Name:	Robert J. Manning
	Title:	Chief Executive Officer

APPENDIX B

The following Funds are parties to this Agreement, and have so indicated their intention to be bound by such Agreement as “Underlying Funds” by execution of the Agreement:

MFS SERIES TRUST X

MFS EMERGING MARKETS EQUITY FUND

MFS EMERGING MARKETS DEBT FUND

MFS INTERNATIONAL GROWTH FUND

MFS INTERNATIONAL VALUE FUND

MFS SERIES TRUST I

MFS NEW DISCOVERY FUND

MFS RESEARCH INTERNATIONAL FUND

MFS VALUE FUND

MFS SERIES TRUST II

MFS GROWTH FUND

MFS SERIES TRUST III

MFS HIGH INCOME FUND

MFS SERIES TRUST IV

MFS MID CAP GROWTH FUND

MFS SERIES TRUST V

MFS INTERNATIONAL NEW DISCOVERY FUND

MFS RESEARCH FUND

MFS SERIES TRUST IX

MFS INFLATION-ADJUSTED BOND FUND

MFS LIMITED MATURITY FUND

MFS RESEARCH BOND FUND

MFS SERIES TRUST XI

MFS MID CAP VALUE FUND

MFS SERIES TRUST XIII

MFS GOVERNMENT SECURITIES FUND

MFS SERIES TRUST XV

MFS DIVERSIFIED TARGET RETURN FUND