SUB-ITEM 77Q1(E)

The  Investment  Advisory  Agreement,  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.  Such
document is incorporated herein by reference.