SUB-ITEM 77 Q1 (E)



Investment Advisory Agreement

The  Investment  Advisory  Agreement, effective December 5, 2016, by and between
MFS Series Trust XII, on behalf  of  its  series  MFS  Lifetime  2060  Fund, and
Massachusetts   Financial  Services  Company,  is  contained  in  Post-Effective
Amendment No.  55  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  February 27, 2017, under Rule 485 under the Securities
Act of 1933. Such document is incorporated herein by reference.