SUB-ITEM 77Q1(A)

The  Amended  and Restated Agreement and Declaration of Trust, dated December 7,
2012, for MFS Variable  Insurance  Trust  III,  is  contained  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, as amended.  Such document is incorporated herein  by
reference.


THE MASTER AMENDED AND RESTATED BY-LAWS FOR MFS VARIABLE INSURANCE TRUST III,
DATED DECEMBER 7, 2012, ARE CONTAINED IN POST-EFFECTIVE AMENDMENT NO. 35 TO THE
REGISTRATION STATEMENT OF 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
DOCUMENT IS INCORPORATED HEREIN BY REFERENCE.