SUB-ITEM 77D

Effective  at the close of business on December 7, 2012, Massachusetts Financial
Services Company  ("MFS")  became the investment adviser to MFS Blended Research
Small Cap Equity Portfolio (formerly  SC  BlackRock  Small  Cap Index Fund), MFS
Conservative Allocation Portfolio (formerly SC Ibbotson Conservative  Fund), MFS
Global Real Estate Portfolio (formerly Sun Capital Global Real Estate Fund), MFS
Growth  Allocation  Portfolio (formerly SC Ibbotson Growth Fund), MFS Inflation-
Adjusted Bond Portfolio  (formerly  SC BlackRock Inflation Protected Bond Fund),
MFS Limited Maturity Portfolio (formerly  SC Goldman Sachs Short Duration Fund),
MFS Mid Cap Value Portfolio (formerly SC Goldman  Sachs Mid Cap Value Fund), MFS
Moderate Allocation Portfolio (formerly SC Ibbotson  Balanced Fund), and MFS New
Discovery Value Portfolio (formerly SC Columbia Small Cap Value Fund).

With  respect to MFS Conservative Allocation Portfolio,  MFS  Growth  Allocation
Portfolio,   MFS   Inflation-Adjusted   Bond  Portfolio,  MFS  Limited  Maturity
Portfolio, MFS Mid Cap Value Portfolio, MFS  Moderate  Allocation Portfolio, and
MFS New Discovery Value Portfolio, prior to December 8, 2012, another adviser or
subadviser  was  responsible  for  selecting  investments for  each  fund  under
different investment objectives and different investment strategies.

With respect to MFS Blended Research Small Cap Equity Fund, prior to December 8,
2012, another adviser or subadviser was responsible  for  selecting  investments
for  the  fund  under  a  different  investment  objective  and  using a passive
investment strategy.

With respect to MFS Global Real Estate Portfolio, MFS was the subadviser  to the
fund prior the close of business on December 7, 2012.

Each fund's Investment Objective, Principal Investment Strategies, and Principal
Risks  are  described  in  Post-Effective  Amendment  No. 35 to the Registration
Statement  for MFS Variable Insurance Trust III (File Nos.  333-59093  and  811-
08879), as filed  with  the  Securities  and  Exchange  Commission  via EDGAR on
December  10,  2012,  under  Rule  485  under the Securities Act of 1933.   Such
descriptions are incorporated herein by reference.