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Re: Post-Effective Amendment No. 64
to Registration Statement on Form N-1A for MFS Series Trust V (File Nos.
2-38613 and 811-2031) ("Trust V") and Post-Effective Amendment No. 29 to
Registration Statement on Form N-1A for MFS Series Trust XI (File Nos.
33-68310 and 811-7992) ("Trust
XI")
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Ladies
and Gentlemen:
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(i)
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the
comment process with the SEC or its staff, acting pursuant to delegated
authority, does not foreclose the SEC from taking any action with respect
to the filing;
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(ii)
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the
comment process with the SEC or its staff, acting pursuant to delegated
authority, does not relieve the Trust from their full responsibility for
the adequacy and accuracy of the disclosure in the filing;
and
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(iii)
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the
Trust may not assert the comment process with the SEC or its staff in
connection with the preliminary filing as a defense in any proceeding
initiated by the SEC or any person under the federal securities laws of
the United States.
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