MFS Series Trust XII

09/30/2024 | Press release | Distributed by Public on 09/30/2024 07:14

Additional Proxy Soliciting Materials - Form DEFA14A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE
SECURITIES EXCHANGE ACT OF 1934

Filed by the Registrant x Filed by a Party other than the Registrant o

Check the appropriate box:

o Preliminary Proxy Statement
o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
o Definitive Proxy Statement
x Definitive Additional Materials
o Soliciting Material Pursuant to §240.14a-12

MFS® SERIES TRUST XII
(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrants)

Payment of Filing Fee (Check the appropriate box):

x No fee required.
o Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
1)

Title of each class of securities to which transaction applies:

2)

Aggregate number of securities to which transaction applies:

3)

Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined):

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Proposed maximum aggregate value of transaction:

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Total fee paid:

o Fee paid previously with preliminary materials.
o Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
1)

Amount Previously Paid:

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Form, Schedule or Registration Statement No.:

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Date Filed:

MFS SERIES TRUST XII

MFS® Core Bond Fund

MFS® Lifetime Income Fund

MFS® Lifetime 2025 Fund

MFS® Lifetime 2030 Fund

MFS® Lifetime 2035 Fund

MFS® Lifetime 2040 Fund

MFS® Lifetime 2045 Fund

MFS® Lifetime 2050 Fund

MFS® Lifetime 2055 Fund

MFS® Lifetime 2060 Fund

MFS® Lifetime 2065 Fund

Special Meeting of Shareholders

to be held on November 14, 2024

Urgent Request

PLEASE SUBMIT YOUR VOTE TODAY!

Dear Shareholder:

The Special Meeting of Shareholders is scheduled for November 14, 2024, at 10:30 a.m. Eastern time. To date, our records indicate that we have not yet received your vote. If you have already voted, thank you. If you have not yet voted, please submit your vote promptly.

For the reasons set forth in the proxy materials, the Board of Trustees recommends that you vote "FOR" the proposal. Your vote is important no matter how many shares you own. We urge you to act promptly in order to allow us to obtain a sufficient number of votes to hold the meeting and avoid the cost of additional solicitation.

If you have any questions regarding the proposal, or need duplicate proxy materials, please contact Computershare Fund Services at 1-866-461-7059. Representatives are available Monday through Friday from 9:00 a.m. to 11:00 p.m. and Saturday from 12:00 p.m. to 6:00 p.m. Eastern time. A copy of the proxy statement is also available on Computershare's website at www.proxy-direct.com/mfs-34066.

For your convenience, please utilize any of the following methods to submit your vote:

1. By Internet.

Log on to the website noted on your proxy card(s) or voting instruction form, enter the control number printed on the voting card(s), and follow the simple online instructions.

2.By Touch-Tone Phone.

Call the toll-free number found on your voting card(s) or voting instruction form, and follow the simple instructions.

3. By Speaking to a Proxy Specialist.

Call 1-866-461-7059 to speak to a live proxy specialist. We can answer your questions and record your vote.

4. By Mail.

Simply return your signed and dated voting card(s) or voting instruction form in the envelope provided.

5. Attend the Special Meeting of Shareholders on November 14, 2024.

Please utilize one of the options above to vote your shares, so your vote can be received in time for the meeting.

YOUR VOTE IS VERY IMPORTANT. PLEASE VOTE YOUR SHARES TODAY!

R1_34066/S95253/Z88487

CFS PROXY VOTING CAMPAIGN

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CFS PROXY VOTING CAMPAIGN

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CFS PROXY VOTING CAMPAIGN

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CFS PROXY VOTING CAMPAIGN

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REBUTTALS

WILL NOT VOTE

I'm not interested.

I don't want to vote.

I don't have enough shares.

Why do you keep calling?

HAVEN'T READ

Haven't reviewed the materials.

I don't know what I am voting on.

I'd like to read it myself.

SOLD SHARES

I sold my shares.

I don't own that anymore.

I got out of that investment.

MEETING INFO

How many votes do you need?

Is there opposition to the proposal/board?

How are other shareholders voting?

NO PHONE

I don't do this over the phone.

I don't talk about finances on phone.

I don't accept these types of calls.

REMAIL REQUESTS

Send it to me again. I didn't receive it.

Send me an email.

Send it to me in the mail.

WHY CALLING

Why are you calling?

I've never received a call like this.

VOTE LATER

I'll take care of this later.

I'd prefer to send it in.

I'd rather handle this online.

HAS VOTED

I already voted.

I thought I already took care of this.

Don't you have my vote?

DNC

Do not call me anymore.

Add me to your DNC list.

NO TIME

I don't have time for this right now.

I'm busy.

BROKER HANDLES

My broker handles this.

My financial advisor handles this.

Please contact at , they handle all of this for me.

SPOUSE/FAMILY MEMBER HANDLES

My husband handles.

My wife handles.

My child/parent/other relative handles.

Back to OUTBOUND CF

Back to INBOUND CF

SH SAYS …… KEY WORDS RESPONSE

Not interested

Don't want to vote

Don't have enough shares

Why do you keep calling?

WILL NOT VOTE

Management of your fund believes that your participation in the voting process is critical. They are counting on you to help them complete this important initiative.

Voting now will only take a moment.

Would you like to vote along with the board's recommendation?

Don't do this over the phone

Don't talk about finances on phone

Don't accept these types of calls

NO PHONE

I'm just calling to register your vote for the upcoming shareholder meeting, and you will not need to provide any confidential financial information.

Would you like to vote along with the board's recommendation?

Why are you calling?

Never received a call like this

WHY CALLING

asked us to contact you to register your vote for the shareholder meeting because they believe that your participation in the voting process is critical.

They are counting on you to help them complete this important initiative. Voting now will only take a moment.

Would you like to vote along with the board's recommendation?

Do not call

Add to the DNC list

DNC

I can certainly add you to our internal Do Not Call list, however, I want to let you know that this call is regarding your current investment and we are calling to quickly register your vote.

Would you like to vote along with the board's recommendation?

Return to list

Back to OUTBOUND CF

Back to INBOUND CF

SH SAYS …… KEY WORDS RESPONSE
Haven't reviewed the materials HAVEN'T READ

< If 2 props or less >You are just being asked to < READ PROPOSAL/S AND ASK FOR VOTE>.

< If more than 2 props > I would be happy to quickly review the proposals with you and answer any questions you have.

Didn't receive materials

Remail Request

REMAIL

REQUESTS

Agent Note:

Confirm street address to make sure you have right person - do NOT provide C/S/Z.

If the person does not recognize the address- it is a wrong number.

1. If E-delivery: You were sent an email during the week of < mail date >. It may be in a spam folder.

a. Then, if 2 props or less: You are just being asked to < READ PROPOSAL/S AND ASK FOR VOTE >.

b. If more than 2 props: I would be happy to quickly review the proposals with you and answer any questions you have.

2. If Mail: Materials were sent to during the week of .

a. If 2 props or less - You are just being asked to < READ PROPOSAL/S AND ASK FOR VOTE >.

b. If more than 2 props - I would be happy to quickly review the proposals with you and answer any questions you have.

3. If sh insists on a remail of the material -

a. Check briefly for website - if there is a link: The proxy materials are available online and I can give you that website <provide website>.

b. If no link OR if the sh wants it sent: I can email you the materials, which is the fastest and most cost-effective method of delivery. May I have the best email address for you?

c. If sh refuses email and asks for materials to be sent: I will forward your request for a hard copy of materials.

Return to list

Back to OUTBOUND CF

Back to INBOUND CF

SH SAYS …… KEY WORDS RESPONSE

Will vote later

Will vote via mail,
online, etc.

VOTE LATER

As long as I have you on the phone, I can record your vote and that way you will receive a printed confirmation.

Would you like to vote along with the board's recommendation?

Don't have time NO TIME

Your vote is very important and voting now will only take a moment.

Would you like to vote along with the board's recommendation?

Broker handles BROKER

I understand, however proxy voting is generally handled directly by the < person who/entity that > owns the investment so, as long as I have you on the phone, I can record your vote.

Would you like to vote along with the board's recommendation?

Spouse handles SPOUSE OR FAMILY MEMBER HANDLES

This will only take a moment; may I speak with them please? NOTE: If you speak to spouse/family member, make sure you say that you are on a recorded line, get name and authorization.

< If unavailable > Your vote is very important to the fund, and

< If 2 props or less > you are just being asked to < READ PROPOSAL/S AND ASK FOR VOTE >.

< If more than 2 props > I would be happy to review the proposals with you and answer any questions you have.

Return to list

Back to OUTBOUND CF

Back to INBOUND CF

SH SAYS …… KEY WORDS RESPONSE

Sold shares

No longer own shares

SOLD SHARES

I understand. However, you were a shareholder as of the record date and therefore you are the only person who can vote those shares. Would you like to help the meet the vote requirement by participating today and voting along with the board's recommendation?

How many votes are still needed

Opposition

MEETING INFO

Unfortunately, I don't have that specific information. I do know that your vote is important and that's why asked us to call you.

Would you like to vote along with the board's recommendation?

Already voted HAS VOTED

IF NO Investments are voted:

Thank you for voting. Our records indicate that your vote has not yet been updated in our system. I can record your vote now and send you a printed confirmation that your vote has been recorded.

How would you like me to record your vote?

SOME BUT NOT ALL investments are voted:

- Ask for the vote on the investments that are NOT voted using the call flow.

- Disposition the investments that are not voted as is appropriate to the call.

- Do NOT disposition the investments that are already voted.

IF ALL Investments are voted:

- Thank you for your vote.

Disposition all as HAS.

Return to list