EX-99.77O RULE 10F-3 6 o77.txt SUB-ITEM 77O 2 MFS Variable Insurance Trust III Rule 10f-3 Reporting Form For Quarter Ended: 9/30/2012 Subadviser Name: Goldman Sachs Asset Management, L.P. List below or attach a report showing all transactions during the quarter for which an affiliate was a member of the selling syndicate. Of attaching a separate report, please make sure that the following requested information is included. 1. Name of Purchasing Fund: MFS Limited Maturity Portfolio 2. Issuer: United Parcel Service Inc 3. Date of purchase: 9/24/12 4. Underwriter from whom purchased: Merrill, Lynch, Pierce Fener & Smith Inc 5. Name of affiliated underwriter managing or participating in syndicate (attach list of all members of syndicate): Goldman, Sachs & Co. 6. Aggregate principal amount of offering: 375,000,000 7. Aggregate principal amount of purchase: 3,169,761.25 by the Fund 8. Purchase price (net of fees and expenses): 99.84 9. Date offering commenced: 9/24/2012 10. Offering price at close of first day on which any sales are made: 99.835 11. Commission, spread or profit: 0.20 % $ Yes No 1. Have the following conditions been satisfied? a. The securities are either part of an issue registered under the Securities Act of 1933 which is being offered to the public or "Eligible Municipal Securities" (as defined in Rule 10f-3) or securities sold in either an Eligible Foreign Offering or Eligible Rule 144A Offering (as defined in Rule 10f-3)? ___X____ _______ b. The securities were purchased prior to the end of the first day on which any sales were made? ____X___ _______ c. The purchase price paid did not exceed the price paid by each other purchaser of securities in the offering or in any concurrent offering of the securities (except, in the case of an Eligible Foreign Offering (as defined in Rule 10f-3), for any rights to purchase that are required by law to be granted to existing security holders of the issuer) and, if the securities are offered for subscription upon exercise of rights, the securities were purchased on or before the fourth day preceding the day on which the rights offering terminated? ___X____ _______ d. The underwriting was a firm commitment underwriting? ___X____ _______ e. The commission, spread or profit was reasonable and fair in relation to that being received by others for underwriting similar securities during the same period? ___X____ _______ f. If the securities are part of an issue registered under the Securities Act of 1933 that is being offered to the public or are purchased pursuant to an Eligible Foreign Offering or an Eligible Rule 144A Offering, has the issuer of the securities been in continuous operation for not less than three years, including the operations of any predecessors? __N/A___ __N/A__ g. If the offering is other than an Eligible Rule 144A Offering, did the amount of such securities purchased by all of the investment companies advised by the Advisor and its affiliates exceed 25% of the principal amount of the offering? ___X___ ________ h. If the offering was an Eligible Rule 144A Offering, did the amount of such securities purchased by all of the investment companies advised by the Adviser exceed 25% of the total of (x) the principal amount of the offering of such class sold by members of the selling syndicate to Qualified Institutional Buyers, as defined in the Rule 144A(a)(1) under the Securities Act of 1933, plus (y) the principal amount of the offering of such class in any concurrent public offering? ___X___ ________ i. Was an affiliated underwriter, a direct or indirect participant in the sale? ____X___ ________ I hereby attest that the information provided is accurate and complete to the best of my knowledge as of the date below. I will promptly report in writing to MFS Variable Insurance Trust III if I become aware that any of the foregoing answers are no longer accurate. Signature: _____________________________ Date: ______________________ CCO or Designated Signor Name: _____________________________ Position: ______________________ MFS Variable Insurance Trust III Rule 10f-3 Reporting Form For Quarter Ended: 9/30/2012 Subadviser Name: Goldman Sachs Asset Management, L.P. List below or attach a report showing all transactions during the quarter for which an affiliate was a member of the selling syndicate. Of attaching a separate report, please make sure that the following requested information is included. 1. Name of Purchasing Fund: MFS Limited Maturity Portfolio 2. Issuer: eBay Inc 3. Date of purchase: 7/19/12 4. Underwriter from whom purchased: Credit Suisse Securities (USA) LLC 5. Name of affiliated underwriter managing or participating in syndicate (attach list of all members of syndicate): Goldman, Sachs & Co. 6. Aggregate principal amount of offering: 1,000,000,000 7. Aggregate principal amount of purchase: 1,424,187.75 by the Fund 8. Purchase price (net of fees and expenses): 99.94 9. Date offering commenced: 7/19/12 10. Offering price at close of first day on which any sales are made: 99.94300 11. Commission, spread or profit: 0.350 % $ Yes No 1. Have the following conditions been satisfied? a. The securities are either part of an issue registered under the Securities Act of 1933 which is being offered to the public or "Eligible Municipal Securities" (as defined in Rule 10f-3) or securities sold in either an Eligible Foreign Offering or Eligible Rule 144A Offering (as defined in Rule 10f-3)? ___X____ _______ b. The securities were purchased prior to the end of the first day on which any sales were made? ____X___ _______ c. The purchase price paid did not exceed the price paid by each other purchaser of securities in the offering or in any concurrent offering of the securities (except, in the case of an Eligible Foreign Offering (as defined in Rule 10f-3), for any rights to purchase that are required by law to be granted to existing security holders of the issuer) and, if the securities are offered for subscription upon exercise of rights, the securities were purchased on or before the fourth day preceding the day on which the rights offering terminated? ___X____ _______ d. The underwriting was a firm commitment underwriting? ___X____ _______ e. The commission, spread or profit was reasonable and fair in relation to that being received by others for underwriting similar securities during the same period? ___X____ _______ f. If the securities are part of an issue registered under the Securities Act of 1933 that is being offered to the public or are purchased pursuant to an Eligible Foreign Offering or an Eligible Rule 144A Offering, has the issuer of the securities been in continuous operation for not less than three years, including the operations of any predecessors? ___N/A__ __N/A__ g. If the offering is other than an Eligible Rule 144A Offering, did the amount of such securities purchased by all of the investment companies advised by the Advisor and its affiliates exceed 25% of the principal amount of the offering? _______ ___X____ h. If the offering was an Eligible Rule 144A Offering, did the amount of such securities purchased by all of the investment companies advised by the Adviser exceed 25% of the total of (x) the principal amount of the offering of such class sold by members of the selling syndicate to Qualified Institutional Buyers, as defined in the Rule 144A(a)(1) under the Securities Act of 1933, plus (y) the principal amount of the offering of such class in any concurrent public offering? __X____ ________ i. Was an affiliated underwriter, a direct or indirect participant in the sale? ____X___ ________ I hereby attest that the information provided is accurate and complete to the best of my knowledge as of the date below. I will promptly report in writing to MFS Variable Insurance Trust III if I become aware that any of the foregoing answers are no longer accurate. Signature: _____________________________ Date: ______________________ CCO or Designated Signor Name: _____________________________ Position: ______________________ MFS Variable Insurance Trust III Rule 10f-3 Reporting Form For Quarter Ended: 9/30/2012 Subadviser Name: Goldman Sachs Asset Management, L.P. List below or attach a report showing all transactions during the quarter for which an affiliate was a member of the selling syndicate. Of attaching a separate report, please make sure that the following requested information is included. 1. Name of Purchasing Fund: MFS Limited Maturity Portfolio 2. Issuer: Sumitomo Mitsui Banking 3. Date of purchase: 7/10/12 4. Underwriter from whom purchased: Merrill, Lynch, Pierce, Fenner & Smith Inc 5. Name of affiliated underwriter managing or participating in syndicate (attach list of all members of syndicate): Goldman, Sachs & Co. 6. Aggregate principal amount of offering: 1,000,000,000 7. Aggregate principal amount of purchase: 3,474,374.50 by the Fund 8. Purchase price (net of fees and expenses): 99.9800 9. Date offering commenced: 7/10/12 10. Offering price at close of first day on which any sales are made: 99.98200 11. Commission, spread or profit: 0.250 % $ Yes No 1. Have the following conditions been satisfied? a. The securities are either part of an issue registered under the Securities Act of 1933 which is being offered to the public or "Eligible Municipal Securities" (as defined in Rule 10f-3) or securities sold in either an Eligible Foreign Offering or Eligible Rule 144A Offering (as defined in Rule 10f-3)? ___X____ _______ b. The securities were purchased prior to the end of the first day on which any sales were made? ____X___ _______ c. The purchase price paid did not exceed the price paid by each other purchaser of securities in the offering or in any concurrent offering of the securities (except, in the case of an Eligible Foreign Offering (as defined in Rule 10f-3), for any rights to purchase that are required by law to be granted to existing security holders of the issuer) and, if the securities are offered for subscription upon exercise of rights, the securities were purchased on or before the fourth day preceding the day on which the rights offering terminated? ___X____ _______ d. The underwriting was a firm commitment underwriting? ___X____ _______ e. The commission, spread or profit was reasonable and fair in relation to that being received by others for underwriting similar securities during the same period? ___X____ _______ f. If the securities are part of an issue registered under the Securities Act of 1933 that is being offered to the public or are purchased pursuant to an Eligible Foreign Offering or an Eligible Rule 144A Offering, has the issuer of the securities been in continuous operation for not less than three years, including the operations of any predecessors? ____N/A___ ___N/A___ g. If the offering is other than an Eligible Rule 144A Offering, did the amount of such securities purchased by all of the investment companies advised by the Advisor and its affiliates exceed 25% of the principal amount of the offering? ____X__ ________ h. If the offering was an Eligible Rule 144A Offering, did the amount of such securities purchased by all of the investment companies advised by the Adviser exceed 25% of the total of (x) the principal amount of the offering of such class sold by members of the selling syndicate to Qualified Institutional Buyers, as defined in the Rule 144A(a)(1) under the Securities Act of 1933, plus (y) the principal amount of the offering of such class in any concurrent public offering? ___X___ ________ i. Was an affiliated underwriter, a direct or indirect participant in the sale? ____X___ ________ I hereby attest that the information provided is accurate and complete to the best of my knowledge as of the date below. I will promptly report in writing to MFS Variable Insurance Trust III if I become aware that any of the foregoing answers are no longer accurate. Signature: _____________________________ Date: ______________________ CCO or Designated Signor Name: _____________________________ Position: ______________________ MFS Variable Insurance Trust III Rule 10f-3 Reporting Form For Quarter Ended: 9/30/2012 Subadviser Name: Goldman Sachs Asset Management, L.P. List below or attach a report showing all transactions during the quarter for which an affiliate was a member of the selling syndicate. Of attaching a separate report, please make sure that the following requested information is included. 1. Name of Purchasing Fund: MFS Limited Maturity Portfolio 2. Issuer: ONEOK Partners LP 3. Date of purchase: 9/10/2012 4. Underwriter from whom purchased: RBS Securities Inc 5. Name of affiliated underwriter managing or participating in syndicate (attach list of all members of syndicate): Goldman, Sachs & Co. 6. Aggregate principal amount of offering: 400,000,000 7. Aggregate principal amount of purchase: 772,775.75 by the Fund 8. Purchase price (net of fees and expenses): 99.71 9. Date offering commenced: 9/10/2012 10. Offering price at close of first day on which any sales are made: 99.7130 11. Commission, spread or profit: 0.60 % $ Yes No 1. Have the following conditions been satisfied? a. The securities are either part of an issue registered under the Securities Act of 1933 which is being offered to the public or "Eligible Municipal Securities" (as defined in Rule 10f-3) or securities sold in either an Eligible Foreign Offering or Eligible Rule 144A Offering (as defined in Rule 10f-3)? ___X____ _______ b. The securities were purchased prior to the end of the first day on which any sales were made? ____X___ _______ c. The purchase price paid did not exceed the price paid by each other purchaser of securities in the offering or in any concurrent offering of the securities (except, in the case of an Eligible Foreign Offering (as defined in Rule 10f-3), for any rights to purchase that are required by law to be granted to existing security holders of the issuer) and, if the securities are offered for subscription upon exercise of rights, the securities were purchased on or before the fourth day preceding the day on which the rights offering terminated? ___X____ _______ d. The underwriting was a firm commitment underwriting? ___X____ _______ e. The commission, spread or profit was reasonable and fair in relation to that being received by others for underwriting similar securities during the same period? ___X____ _______ f. If the securities are part of an issue registered under the Securities Act of 1933 that is being offered to the public or are purchased pursuant to an Eligible Foreign Offering or an Eligible Rule 144A Offering, has the issuer of the securities been in continuous operation for not less than three years, including the operations of any predecessors? __N/A___ ___N/A__ g. If the offering is other than an Eligible Rule 144A Offering, did the amount of such securities purchased by all of the investment companies advised by the Advisor and its affiliates exceed 25% of the principal amount of the offering? ___X___ ________ h. If the offering was an Eligible Rule 144A Offering, did the amount of such securities purchased by all of the investment companies advised by the Adviser exceed 25% of the total of (x) the principal amount of the offering of such class sold by members of the selling syndicate to Qualified Institutional Buyers, as defined in the Rule 144A(a)(1) under the Securities Act of 1933, plus (y) the principal amount of the offering of such class in any concurrent public offering? ___X___ ________ i. Was an affiliated underwriter, a direct or indirect participant in the sale? ____X___ ________ I hereby attest that the information provided is accurate and complete to the best of my knowledge as of the date below. I will promptly report in writing to MFS Variable Insurance Trust III if I become aware that any of the foregoing answers are no longer accurate. Signature: _____________________________ Date: ______________________ CCO or Designated Signor Name: _____________________________ Position: ______________________ MFS Variable Insurance Trust III Rule 10f-3 Reporting Form For Quarter Ended: 12/31/2012 Subadviser Name: Goldman Sachs Asset Management, L.P. List below or attach a report showing all transactions during the quarter for which an affiliate was a member of the selling syndicate. Of attaching a separate report, please make sure that the following requested information is included. 1. Name of Purchasing Fund: MFS Limited Maturity Portfolio 2. Issuer: Verizon Communications Inc INC 3. Date of purchase: 11/2/2012 4. Underwriter from whom purchased: Barclays Capital Inc 5. Name of affiliated underwriter managing or participating in syndicate (attach list of all members of syndicate): Goldman, Sachs & Co. 6. Aggregate principal amount of offering: 1,000,000,000 7. Aggregate principal amount of purchase: 6,323,861.50 by the Fund 8. Purchase price (net of fees and expenses): 99.98 9. Date offering commenced: 11/2/2012 10. Offering price at close of first day on which any sales are made: 99.982 11. Commission, spread or profit: 0.25% $ Yes No 1. Have the following conditions been satisfied? a. The securities are either part of an issue registered under the Securities Act of 1933 which is being offered to the public or "Eligible Municipal Securities" (as defined in Rule 10f-3) or securities sold in either an Eligible Foreign Offering or Eligible Rule 144A Offering (as defined in Rule 10f-3)? ___X____ _______ b. The securities were purchased prior to the end of the first day on which any sales were made? ____X___ _______ c. The purchase price paid did not exceed the price paid by each other purchaser of securities in the offering or in any concurrent offering of the securities (except, in the case of an Eligible Foreign Offering (as defined in Rule 10f-3), for any rights to purchase that are required by law to be granted to existing security holders of the issuer) and, if the securities are offered for subscription upon exercise of rights, the securities were purchased on or before the fourth day preceding the day on which the rights offering terminated? ___X____ _______ d. The underwriting was a firm commitment underwriting? ___X____ _______ e. The commission, spread or profit was reasonable and fair in relation to that being received by others for underwriting similar securities during the same period? ___X____ _______ f. If the securities are part of an issue registered under the Securities Act of 1933 that is being offered to the public or are purchased pursuant to an Eligible Foreign Offering or an Eligible Rule 144A Offering, has the issuer of the securities been in continuous operation for not less than three years, including the operations of any predecessors? ___x____ ________ g. If the offering is other than an Eligible Rule 144A Offering, did the amount of such securities purchased by all of the investment companies advised by the Advisor and its affiliates exceed 25% of the principal amount of the offering? ________ ___X____ h. If the offering was an Eligible Rule 144A Offering, did the amount of such securities purchased by all of the investment companies advised by the Adviser exceed 25% of the total of (x) the principal amount of the offering of such class sold by members of the selling syndicate to Qualified Institutional Buyers, as defined in the Rule 144A(a)(1) under the Securities Act of 1933, plus (y) the principal amount of the offering of such class in any concurrent public offering? __N/A___ ___N/A___ i. Was an affiliated underwriter, a direct or indirect participant in the sale? ____X___ ________ I hereby attest that the information provided is accurate and complete to the best of my knowledge as of the date below. I will promptly report in writing to MFS Variable Insurance Trust III if I become aware that any of the foregoing answers are no longer accurate. Signature: _____________________________ Date: ______________________ CCO or Designated Signor Name: _____________________________ Position: ______________________ MFS Variable Insurance Trust III Rule 10f-3 Reporting Form For Quarter Ended: 12/31/2012 Subadviser Name: Goldman Sachs Asset Management, L.P. List below or attach a report showing all transactions during the quarter for which an affiliate was a member of the selling syndicate. Of attaching a separate report, please make sure that the following requested information is included. 1. Name of Purchasing Fund: MFS Limited Maturity Portfolio 2. Issuer: General Electric Co 3. Date of purchase: 10/1/2012 4. Underwriter from whom purchased: Barclays Capital Inc 5. Name of affiliated underwriter managing or participating in syndicate (attach list of all members of syndicate): Goldman, Sachs & Co. 6. Aggregate principal amount of offering: 2,000,000,000 7. Aggregate principal amount of purchase: 5,773,441.00 by the Fund 8. Purchase price (net of fees and expenses): 99.97 9. Date offering commenced: 10/1/2012 10. Offering price at close of first day on which any sales are made: 99.973 11. Commission, spread or profit: 0.100 % $ Yes No 1. Have the following conditions been satisfied? a. The securities are either part of an issue registered under the Securities Act of 1933 which is being offered to the public or "Eligible Municipal Securities" (as defined in Rule 10f-3) or securities sold in either an Eligible Foreign Offering or Eligible Rule 144A Offering (as defined in Rule 10f-3)? ___X____ _______ b. The securities were purchased prior to the end of the first day on which any sales were made? ____X___ _______ c. The purchase price paid did not exceed the price paid by each other purchaser of securities in the offering or in any concurrent offering of the securities (except, in the case of an Eligible Foreign Offering (as defined in Rule 10f-3), for any rights to purchase that are required by law to be granted to existing security holders of the issuer) and, if the securities are offered for subscription upon exercise of rights, the securities were purchased on or before the fourth day preceding the day on which the rights offering terminated? ___X____ _______ d. The underwriting was a firm commitment underwriting? ___X____ _______ e. The commission, spread or profit was reasonable and fair in relation to that being received by others for underwriting similar securities during the same period? ___X____ _______ f. If the securities are part of an issue registered under the Securities Act of 1933 that is being offered to the public or are purchased pursuant to an Eligible Foreign Offering or an Eligible Rule 144A Offering, has the issuer of the securities been in continuous operation for not less than three years, including the operations of any predecessors? ___X____ ________ g. If the offering is other than an Eligible Rule 144A Offering, did the amount of such securities purchased by all of the investment companies advised by the Advisor and its affiliates exceed 25% of the principal amount of the offering? _______ ___X____ h. If the offering was an Eligible Rule 144A Offering, did the amount of such securities purchased by all of the investment companies advised by the Adviser exceed 25% of the total of (x) the principal amount of the offering of such class sold by members of the selling syndicate to Qualified Institutional Buyers, as defined in the Rule 144A(a)(1) under the Securities Act of 1933, plus (y) the principal amount of the offering of such class in any concurrent public offering? __N/A__ ___N/A__ i. Was an affiliated underwriter, a direct or indirect participant in the sale? ____X___ ________ I hereby attest that the information provided is accurate and complete to the best of my knowledge as of the date below. I will promptly report in writing to MFS Variable Insurance Trust III if I become aware that any of the foregoing answers are no longer accurate. Signature: _____________________________ Date: ______________________ CCO or Designated Signor Name: _____________________________ Position: ______________________ MFS Variable Insurance Trust III Rule 10f-3 Reporting Form For Quarter Ended: 12/31/2012 Subadviser Name: Goldman Sachs Asset Management, L.P. List below or attach a report showing all transactions during the quarter for which an affiliate was a member of the selling syndicate. Of attaching a separate report, please make sure that the following requested information is included. 1. Name of Purchasing Fund: MFS Limited Maturity Portfolio 2. Issuer: Principal Financial Group Inc 3. Date of purchase: 11/13/2012 4. Underwriter from whom purchased: UBS Securities LLC 5. Name of affiliated underwriter managing or participating in syndicate (attach list of all members of syndicate): Goldman, Sachs & Co. 6. Aggregate principal amount of offering: 300,000,000 7. Aggregate principal amount of purchase: 1,423,518.00 by the Fund 8. Purchase price (net of fees and expenses): 99.90 9. Date offering commenced: 11/13/2012 10. Offering price at close of first day on which any sales are made: 99.896 11. Commission, spread or profit: 0.600 % $ Yes No 1. Have the following conditions been satisfied? a. The securities are either part of an issue registered under the Securities Act of 1933 which is being offered to the public or "Eligible Municipal Securities" (as defined in Rule 10f-3) or securities sold in either an Eligible Foreign Offering or Eligible Rule 144A Offering (as defined in Rule 10f-3)? ___X____ _______ b. The securities were purchased prior to the end of the first day on which any sales were made? ____X___ _______ c. The purchase price paid did not exceed the price paid by each other purchaser of securities in the offering or in any concurrent offering of the securities (except, in the case of an Eligible Foreign Offering (as defined in Rule 10f-3), for any rights to purchase that are required by law to be granted to existing security holders of the issuer) and, if the securities are offered for subscription upon exercise of rights, the securities were purchased on or before the fourth day preceding the day on which the rights offering terminated? ___X____ _______ d. The underwriting was a firm commitment underwriting? ___X____ _______ e. The commission, spread or profit was reasonable and fair in relation to that being received by others for underwriting similar securities during the same period? ___X____ _______ f. If the securities are part of an issue registered under the Securities Act of 1933 that is being offered to the public or are purchased pursuant to an Eligible Foreign Offering or an Eligible Rule 144A Offering, has the issuer of the securities been in continuous operation for not less than three years, including the operations of any predecessors? ___X____ ________ g. If the offering is other than an Eligible Rule 144A Offering, did the amount of such securities purchased by all of the investment companies advised by the Advisor and its affiliates exceed 25% of the principal amount of the offering? ________ ___X____ h. If the offering was an Eligible Rule 144A Offering, did the amount of such securities purchased by all of the investment companies advised by the Adviser exceed 25% of the total of (x) the principal amount of the offering of such class sold by members of the selling syndicate to Qualified Institutional Buyers, as defined in the Rule 144A(a)(1) under the Securities Act of 1933, plus (y) the principal amount of the offering of such class in any concurrent public offering? ___N/A__ ___N/A__ i. Was an affiliated underwriter, a direct or indirect participant in the sale? ____X___ ________ I hereby attest that the information provided is accurate and complete to the best of my knowledge as of the date below. I will promptly report in writing to MFS Variable Insurance Trust III if I become aware that any of the foregoing answers are no longer accurate. Signature: _____________________________ Date: ______________________ CCO or Designated Signor Name: _____________________________ Position: ______________________ MFS Variable Insurance Trust III Rule 10f-3 Reporting Form For Quarter Ended: 12/31/2012 Subadviser Name: Goldman Sachs Asset Management, L.P. List below or attach a report showing all transactions during the quarter for which an affiliate was a member of the selling syndicate. Of attaching a separate report, please make sure that the following requested information is included. 1. Name of Purchasing Fund: MFS Limited Maturity Portfolio 2. Issuer: Mizuho Corp Bank LTD 3. Date of purchase: 10/10/2012 4. Underwriter from whom purchased: Mizuho Securities USA Inc 5. Name of affiliated underwriter managing or participating in syndicate (attach list of all members of syndicate): Goldman, Sachs & Co. 6. Aggregate principal amount of offering: 1,500,000,000 7. Aggregate principal amount of purchase: 2,524,394.00 by the Fund 8. Purchase price (net of fees and expenses): 99.98 9. Date offering commenced: 10/10/2012 10. Offering price at close of first day on which any sales are made: 99.976 11. Commission, spread or profit: 0.35 % $ Yes No 1. Have the following conditions been satisfied? a. The securities are either part of an issue registered under the Securities Act of 1933 which is being offered to the public or "Eligible Municipal Securities" (as defined in Rule 10f-3) or securities sold in either an Eligible Foreign Offering or Eligible Rule 144A Offering (as defined in Rule 10f-3)? ___X____ _______ b. The securities were purchased prior to the end of the first day on which any sales were made? ____X___ _______ c. The purchase price paid did not exceed the price paid by each other purchaser of securities in the offering or in any concurrent offering of the securities (except, in the case of an Eligible Foreign Offering (as defined in Rule 10f-3), for any rights to purchase that are required by law to be granted to existing security holders of the issuer) and, if the securities are offered for subscription upon exercise of rights, the securities were purchased on or before the fourth day preceding the day on which the rights offering terminated? ___X____ _______ d. The underwriting was a firm commitment underwriting? ___X____ _______ e. The commission, spread or profit was reasonable and fair in relation to that being received by others for underwriting similar securities during the same period? ___X____ _______ f. If the securities are part of an issue registered under the Securities Act of 1933 that is being offered to the public or are purchased pursuant to an Eligible Foreign Offering or an Eligible Rule 144A Offering, has the issuer of the securities been in continuous operation for not less than three years, including the operations of any predecessors? ___X____ ________ g. If the offering is other than an Eligible Rule 144A Offering, did the amount of such securities purchased by all of the investment companies advised by the Advisor and its affiliates exceed 25% of the principal amount of the offering? ________ ___X____ h. If the offering was an Eligible Rule 144A Offering, did the amount of such securities purchased by all of the investment companies advised by the Adviser exceed 25% of the total of (x) the principal amount of the offering of such class sold by members of the selling syndicate to Qualified Institutional Buyers, as defined in the Rule 144A(a)(1) under the Securities Act of 1933, plus (y) the principal amount of the offering of such class in any concurrent public offering? __N/A___ ___N/A__ i. Was an affiliated underwriter, a direct or indirect participant in the sale? ____X___ ________ I hereby attest that the information provided is accurate and complete to the best of my knowledge as of the date below. I will promptly report in writing to MFS Variable Insurance Trust III if I become aware that any of the foregoing answers are no longer accurate. Signature: _____________________________ Date: ______________________ CCO or Designated Signor Name: _____________________________ Position: ______________________ MFS Variable Insurance Trust III Rule 10f-3 Reporting Form For Quarter Ended: 12/31/2012 Subadviser Name: Goldman Sachs Asset Management, L.P. List below or attach a report showing all transactions during the quarter for which an affiliate was a member of the selling syndicate. Of attaching a separate report, please make sure that the following requested information is included. 1. Name of Purchasing Fund: MFS Limited Maturity Portfolio 2. Issuer: Marathon Oil Corp 3. Date of purchase: 10/24/12 4. Underwriter from whom purchased: Morgan Stanley & CO LLC 5. Name of affiliated underwriter managing or participating in syndicate (attach list of all members of syndicate): Goldman, Sachs & Co. 6. Aggregate principal amount of offering: 1,000,000,000 7. Aggregate principal amount of purchase: 2,899,652.00 by the Fund 8. Purchase price (net of fees and expenses): 99.99 9. Date offering commenced: 10/24/12 10. Offering price at close of first day on which any sales are made: 99.988 11. Commission, spread or profit: 0.10 % $ Yes No 1. Have the following conditions been satisfied? a. The securities are either part of an issue registered under the Securities Act of 1933 which is being offered to the public or "Eligible Municipal Securities" (as defined in Rule 10f-3) or securities sold in either an Eligible Foreign Offering or Eligible Rule 144A Offering (as defined in Rule 10f-3)? ___X____ _______ b. The securities were purchased prior to the end of the first day on which any sales were made? ____X___ _______ c. The purchase price paid did not exceed the price paid by each other purchaser of securities in the offering or in any concurrent offering of the securities (except, in the case of an Eligible Foreign Offering (as defined in Rule 10f-3), for any rights to purchase that are required by law to be granted to existing security holders of the issuer) and, if the securities are offered for subscription upon exercise of rights, the securities were purchased on or before the fourth day preceding the day on which the rights offering terminated? ___X____ _______ d. The underwriting was a firm commitment underwriting? ___X____ _______ e. The commission, spread or profit was reasonable and fair in relation to that being received by others for underwriting similar securities during the same period? ___X____ _______ f. If the securities are part of an issue registered under the Securities Act of 1933 that is being offered to the public or are purchased pursuant to an Eligible Foreign Offering or an Eligible Rule 144A Offering, has the issuer of the securities been in continuous operation for not less than three years, including the operations of any predecessors? ___X____ ________ g. If the offering is other than an Eligible Rule 144A Offering, did the amount of such securities purchased by all of the investment companies advised by the Advisor and its affiliates exceed 25% of the principal amount of the offering? ________ ____X___ h. If the offering was an Eligible Rule 144A Offering, did the amount of such securities purchased by all of the investment companies advised by the Adviser exceed 25% of the total of (x) the principal amount of the offering of such class sold by members of the selling syndicate to Qualified Institutional Buyers, as defined in the Rule 144A(a)(1) under the Securities Act of 1933, plus (y) the principal amount of the offering of such class in any concurrent public offering? ___N/A__ ___N/A__ i. Was an affiliated underwriter, a direct or indirect participant in the sale? ____X___ ________ I hereby attest that the information provided is accurate and complete to the best of my knowledge as of the date below. I will promptly report in writing to MFS Variable Insurance Trust III if I become aware that any of the foregoing answers are no longer accurate. Signature: _____________________________ Date: ______________________ CCO or Designated Signor Name: _____________________________ Position: ______________________ 8/24/2012 1 Rule 10f-3 Reporting Form