MATERIAL AMENDMENTS

Please see amendment to Variable Rate Municipal Term
Preferred Shares for the Trust attached hereto as EX-
99.G.1.b.ii.

ITEM 405 REG S-K

Based solely on a review of copies of Forms 3, 4 and 5,
and amendments thereto, furnished to MFS California
Municipal Fund (the "Trust") with respect to its most
recent fiscal year for trustees and certain officers of the
Trust, directors and certain officers of MFS, certain
persons affiliated with MFS and greater than ten
percent beneficial owners, the Trust believes all Section
16(a) transactions were reported on timely basis, except
that there was a late Form 3 filing on behalf of Geoffrey
Schechter. The Form 3 was inadvertently originally filed
under the wrong CIK number on July 3, 2007. The Form
3 was promptly filed with the correct CIK number for
the Trust upon discovery of this error on January 11,
2018.

INST DEFINING RIGHTS

The Statement Establishing and Fixing the Rights and
Preferences of Variable Rate Municipal Term Preferred
Shares for the Trust, initially dated as of September 17,
2012 as amended and restated as of March 24, 2016,
together with an Appendix B thereto dated March 24,
2016, has been amended by First Amendment to
Statement Establishing and Fixing the Rights and
Preferences of Variable Rate Municipal Term Preferred
Shares, dated October 9, 2018, to extend the term
redemption date of April 1, 2019 to October 31, 2021
and to make certain other changes. The amendment is
attached hereto as EX-99.G.1.b.ii.

INST DEFINING RIGHTS

EX-99.G.1.b.ii
MFS CALIFORNIA MUNICIPAL FUND
FIRST AMENDMENT TO STATEMENT ESTABLISHING AND
FIXING THE RIGHTS AND PREFERENCES OF VARIABLE
RATE MUNICIPAL TERM PREFERRED SHARES
WHEREAS, 	MFS California Municipal Fund (the
"Trust") established a Series of Variable Rate Municipal
Term Preferred Shares designated as the "Variable Rate
Municipal Term Preferred Shares, Series 2019/3" (the
"Series 2019/3 VMTP Shares") pursuant to the
Statement Establishing and Fixing the Rights and
Preferences of Variable Rate Municipal Term Preferred
Shares, initially dated as of September 17, 2012 and
amended and restated as of March 24, 2016 (the
"VMTP Statement"), together with that certain
Appendix B thereto dated March 24, 2016 (the
"Appendix");
WHEREAS, the Series 2019/3 VMTP Shares have a Term
Redemption Date of April 1, 2019; and
WHEREAS, the Board of Trustees of the Trust has
approved, and the sole Designated Owner of the Series
2019/3 VMTP Shares has consented to, the amendment
of the Appendix to extend the term of the Series 2019/3
VMTP Shares and the amendment of the VMTP
Statement, each as provided herein.
Capitalized terms used but not defined herein have the
respective meanings therefor set forth in the VMTP
Statement.
Section 1.	Amendments.
Section 2.11(b) of the VMTP Statement is hereby
amended by deleting such section in its entirety and
replacing it with the following new Section 2.11(b):
		(b)	The Market Value of the
Deposit Securities held in the Term 	Redemption
Liquidity Account for a Series of VMTP Shares, from and
after the 	day (or, if such day is not a Business
Day, the next succeeding Business Day) that 	is the
number of calendar days preceding the Term
Redemption Date for such 	Series, in each case as
specified in the table set forth below, shall not be less
than 	the percentage of the Term Redemption
Amount for such Series set forth below 	opposite such
number of days (the "Liquidity Requirement"), but in all
cases 	subject to the provisions of Section 2.11(c)
below:

Number of Calendar Days Preceding the Term
Redemption Date	Market Value of Deposit
Securities as a Percentage of Term Redemption Amount
45	33%
30	66%
15	100%

Section 5 of the Appendix is hereby amended by
deleting such section in its entirety and replacing it with
the following new Section 5:
	"Section 5.	Term Redemption Date
Applicable to Series.
	The Term Redemption Date is October 31, 2021,
subject to extension pursuant to Section 2.5(a) of the
VMTP Statement."
Section 7 of the Appendix is hereby amended by
deleting such section in its entirety and replacing it with
the following new Section 7:
	"Section 7.	Liquidity Account Initial Date
Applicable to Series.
	The Liquidity Account Initial Date is August 31,
2021 or, if applicable, the date that is two months prior
to the Term Redemption Date as extended pursuant to
Section 2.5(a) of the VMTP Statement or, if such date is
not a Business Day, the Business Day immediately
preceding such date."
Section 2.	Additional Provisions.
Except as specifically set forth in Section 1 hereof, the
Appendix and the VMTP Statement remain unmodified
and continue in full force and effect.
This Amendment shall be effective as of October 9,
2018.
	IN WITNESS WHEREOF, MFS California
Municipal Fund has caused this Amendment to be
signed on October 9, 2018 in its name and on its behalf
by a duly authorized officer.  The Declaration of Trust of
the Trust is on file with the Secretary of the
Commonwealth of Massachusetts, and the said officer
of the Trust has executed this Amendment as an officer
and not individually, and the obligations and rights set
forth in this Amendment are not binding upon any such
officer, or the trustees of the Trust or any shareholder
of the Trust, individually, but are binding only upon the
assets and property of the Trust.

					MFS
CALIFORNIA MUNICIPAL FUND


By: 	/s/James Yost
	Name:  James Yost
Title:  Treasurer

INTERNAL CONTROL RPT

Report of Independent Registered Public Accounting
Firm

To the Shareholders and
Board of Trustees of MFS California Municipal Fund

In planning and performing our audit of the financial
statements of MFS California Municipal Fund (the
"Fund") as of and for the year ended November 30,
2018, in accordance with the standards of the Public
Company Accounting Oversight Board (United States),
we considered the Fund's internal control over financial
reporting, including controls over safeguarding
securities, as a basis for designing our auditing
procedures for the purpose of expressing our opinion
on the financial statements and to comply with the
requirements of Form N-CEN, but not for the purpose of
expressing an opinion on the effectiveness of the Fund's
internal control over financial reporting. Accordingly,
we express no such opinion.
The management of the Fund is responsible for
establishing and maintaining effective internal control
over financial reporting. In fulfilling this responsibility,
estimates and judgments by management are required
to assess the expected benefits and related costs of
controls. A company's internal control over financial
reporting is a process designed to provide reasonable
assurance regarding the reliability of financial reporting
and the preparation of financial statements for external
purposes in accordance with U.S. generally accepted
accounting principles. A company's internal control over
financial reporting includes those policies and
procedures that (1) pertain to the maintenance of
records that, in reasonable detail, accurately and fairly
reflect the transactions and dispositions of the assets of
the company; (2) provide reasonable assurance that
transactions are recorded as necessary to permit
preparation of financial statements in accordance with
U.S. generally accepted accounting principles, and that
receipts and expenditures of the company are being
made only in accordance with authorizations of
management and directors of the company; and (3)
provide reasonable assurance regarding prevention or
timely detection of unauthorized acquisition, use or
disposition of a company's assets that could have a
material effect on the financial statements.
Because of its inherent limitations, internal control over
financial reporting may not prevent or detect
misstatements. Also, projections of any evaluation of
effectiveness to future periods are subject to the risk
that controls may become inadequate because of
changes in conditions, or that the degree of compliance
with the policies or procedures may deteriorate.
A deficiency in internal control over financial reporting
exists when the design or operation of a control does
not allow management or employees, in the normal
course of performing their assigned functions, to
prevent or detect misstatements on a timely basis. A
material weakness is a deficiency, or a combination of
deficiencies, in internal control over financial reporting,
such that there is a reasonable possibility that a
material misstatement of the company's annual or
interim financial statements will not be prevented or
detected on a timely basis.
Our consideration of the Fund's internal control over
financial reporting was for the limited purpose
described in the first paragraph and would not
necessarily disclose all deficiencies in internal control
that might be material weaknesses under standards
established by the Public Company Accounting
Oversight Board (United States). However, we noted no
deficiencies in the Fund's internal control over financial
reporting and its operation, including controls over
safeguarding securities, that we consider to be a
material weakness as defined above as of November 30,
2018.
This report is intended solely for the information and
use of management and the Board of Trustees of MFS
California Municipal Fund and the Securities and
Exchange Commission and is not intended to be and
should not be used by anyone other than these
specified parties.

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Boston, Massachusetts
January 15, 2019