The Investment Sub-Advisory  Agreement,  dated December 29, 2006, for MFS Series
Trust XII, is contained in  Post-Effective  Amendment No. 6 to the  Registration
Statement  for MFS Series Trust XII (File Nos.  333-126328  and  811-21780),  as
filed with the  Securities  and Exchange  Commission via EDGAR on March 2, 2007,
under Rule 485 under the Securities Act of 1933.  Such document is  incorporated
herein by reference.