<DOCUMENT>
<TYPE>EX-99.E UNDR CONTR
<SEQUENCE>2
<FILENAME>e77q1.txt
<TEXT>
                                                                SUB ITEM 77Q1(e)

                                                   INVESTMENT ADVISORY AGREEMENT

         INVESTMENT  ADVISORY  AGREEMENT,  dated  this 29th day of June,  2007
  by and  between  MFS HIGH
INCOME MUNICIPAL TRUST, a  StateMassachusetts  business trust (the "Trust"),
 and MASSACHUSETTS  FINANCIAL
SERVICES COMPANY, a StateplaceDelaware corporation (the "Adviser").

                                                                     WITNESSETH:

         WHEREAS,  the Trust is engaged in  business  as an  investment  company
registered under the Investment Company Act of 1940; and

         WHEREAS,  the  Adviser is willing to provide  services  to the Trust
on the terms and  conditions
hereinafter set forth;

         NOW, THEREFORE, in consideration of the mutual covenants and agreements
of the parties  hereto as herein set forth,  the parties  covenant  and agree as
follows:

         Article  1.  Duties  of  the  Adviser.  (a)  The  Adviser  shall
         --------------------------------------
 provide  the  Trust  with  such
investment  advice and  supervision as the latter may from time to time
consider  necessary for the proper
supervision  of its assets.  The Adviser  shall act as  investment  adviser
 to the Trust and as such shall
furnish continuously an investment program and shall determine from time to time
what securities or other instruments  shall be purchased,  sold or exchanged and
what portion of the assets of the Trust shall be held uninvested, subject always
to the restrictions of the Trust's  Declaration of Trust, dated January 9, 1989,
and By-Laws, each as amended from time to time (respectively,  the "Declaration"
and the "By-Laws"),  to the provisions of the Investment Company Act of 1940 and
the Rules,  Regulations  and orders  thereunder and to the Trust's  then-current
Prospectus and Statement of Additional Information.

The Adviser also shall exercise  voting  rights,  rights to consent to corporate
actions and any other rights pertaining to the Trust's  portfolio  securities in
accordance  with the  Adviser's  policies  and  procedures  as  presented to the
Trustees  of the  Trust  from time to time.  Should  the  Trustees  at any time,
however, make any definite  determination as to the investment policy and notify
the Adviser thereof in writing, the Adviser shall be bound by such determination
for the period,

 if any,  specified  in such
notice or until similarly notified that such determination shall be revoked.

         (b) The Adviser  shall take,  on behalf of the Trust,  all actions
 which it deems  necessary  to
implement  the  investment   policies  determined  as  provided  above,  and  in
particular to place all orders for the purchase or sale of portfolio  securities
or other instruments for the Trust's account with brokers or dealers selected by
it, and to that end, the Adviser is authorized as the agent of the Trust to give
instructions to the Custodian of the Trust as to the deliveries of securities or
other  instruments  and  payments  of cash  for the  account  of the  Trust.  In
connection with the selection of such brokers or dealers and the placing of such
orders, the Adviser is directed to seek for the Trust the

best overall price and execution  available from  responsible  brokerage  firms,
taking  account  of  all  factors  it  deems  relevant,   including  by  way  of
illustration:  price; the size of the transaction;  the nature of the market for
the  security;  the  amount of the  commission;  the  timing  and  impact of the
transaction  taking  into  account  market  prices and trends;  the  reputation,
experience  and financial  stability of the broker or dealer  involved;  and the
quality of services

 rendered by the broker or dealer
in other transactions.  In fulfilling this requirement, the Adviser shall not be
deemed to have acted  unlawfully or to have  breached any duty,  created by this
Agreement or otherwise, solely by reason of its having caused the Trust to pay a
broker or dealer an amount of commission for effecting a securities  transaction
in excess of the  amount  of  commission  another  broker or dealer  would  have
charged for effecting that transaction,  if the Adviser determined in good faith
that such amount of  commission  was  reasonable in relation to the value of the
brokerage and research

 services  provided by such broker or
dealer,  viewed in terms of either that particular  transaction or the
 Adviser's overall  responsibilities
with  respect  to the  Trust  and to other  clients  of the  Adviser
  as to which  the  Adviser  exercises
investment discretion.

         (c) Subject to the general  supervision  and control of the Trustees of
the Trust and under the terms and  conditions set forth in this  Agreement,  the
Trust  acknowledges and agrees that it is contemplated  that Adviser may, at its
own  expense,   select  and  contract  with  one  or  more  investment  advisers
(Sub-Advisers) to manage the investment  operations and composition of the Trust
and render investment advice for the Trust,  including the purchase,  retention,
and disposition of the investments,  securities and cash contained in the Trust,
subject always

 to the  restrictions  of the  Trusts
Declaration  and the By-Laws,  to the  provisions  of the  Investment
=====================================
 Company Act of 1940 and the Rules,
                         ==========
Regulations and orders thereunder and to the Trust's then-current Prospectus and
Statement  of  Additional  Information;  provided,  that  any  contract  with an
Sub-Adviser (a Sub-Advisory  Agreement) shall be in compliance with and approved
as required by the Investment Company Act of 1940 and the Rules, Regulations and
orders  thereunder  or in  accordance  with  exemptive  relief  granted  by  the
Securities and Exchange  Commission  (SEC) under the  Investment  Company Act of
1940.

(d) Subject  always to the  direction and control of the Trustee s of the Trust,
Adviser  will  have  (i)  overall  supervisory  responsibility  for the  general
management and investment of the Trusts assets;  (ii) full  discretion to select
new or additional  Sub-Advisers  for the Trust;  (iii) full  discretion to enter
into and materially modify existing  Sub-Advisory  Agreements with Sub-Advisers;
(iv) full  discretion  to terminate  and replace any  Sub-Adviser;  and (v) full
investment  discretion to make all determinations with respect to the investment
of the Trusts assets not then managed by an Sub-Adviser.

In connection  with Advisers  responsibilities  herein,  Adviser will assess the
Trusts investment focus and will seek to implement decisions with respect to the
allocation  and  reallocation  of the Trusts assets among one or more current or
additional  Sub-Advisers  from time to time,  as Adviser deems  appropriate,  to
implement  the Trusts  investment  policies  determined  as provided  above.  In
addition,  Adviser (in conjunction with the Trusts  Independent Chief Compliance
Officer)  will  oversee  (or, in the event that the  Adviser  does not require a
Sub-Advisor to assume responsibility therefore under the Sub-Advisory Agreement,
shall be responsible  for)  compliance of each  Sub-Adviser  with the investment
objectives,  policies and  restrictions  of the Trust (or portions of the Trust)
under the management of such Sub-Adviser,  and review and report to the Trustees
of the Trust on the performance of each  Sub-Adviser.  Adviser will furnish,  or
cause the appropriate  Sub-Adviser(s) to furnish,  to the Trust such statistical
information,  with respect to the investments that the Trust (or portions of the
Trust) may hold or contemplate purchasing,  as the Trust may reasonably request.
Further,  Adviser (in conjunction with the Trust's  Independent Chief Compliance
Officer) will oversee compliance of each Sub-Adviser with the compliance program
of  the  Trust  (or  portions  of  the  Trust)  under  the  management  of  such
Sub-Adviser,  as well  as the  compliance  program  of the  Sub-Adviser  as such
program relates to the  Sub-Adviser's  management of the Trust. On Adviser's own
initiative,  Adviser will apprise,  or cause the appropriate  Sub-Adviser(s)  to
apprise, the Trust of important developments  materially affecting the Trust (or
any portion of the Trust that they advise) and will furnish the Trust, from time
to time, with such information as may be appropriate for this purpose.  Further,
Adviser agrees to furnish,  or cause the appropriate  Sub-Adviser(s) to furnish,
to the Trustees of the Trust such  periodic and special  reports as the Trustees
of the Trust may reasonably  request.  In addition,  Adviser agrees to cause the
appropriate Sub-Adviser(s) to furnish to third-party data reporting services all
currently  available  standardized  performance  information and other customary
data as may be appropriate.

         (e)  Subject to the  provisions  of Article 6, the  Adviser  shall
============
not be liable for any error of
judgment or mistake of law by any  Sub-adviser or for any loss arising out of
                                   ===
 any  investment  made by any
Sub-adviser  or for any act or omission in the execution  and  management of the
Trust by any Sub-adviser.

         Article  2.  Allocation  of  Charges  and  Expenses.  (a) The
         ----------------------------------------------------
Adviser  shall  furnish at its own
expense investment advisory and administrative  services,  office space,
equipment and clerical personnel
necessary for servicing the  investments of the Trust and  maintaining  its
 organization,  and investment
advisory  facilities and executive and  supervisory  personnel for managing
the  investments and effecting
the  portfolio  transactions  of the Trust.  The  Adviser  shall  arrange,
 if  desired by the Trust,  for
directors,  officers and  employees  of the Adviser to serve as Trustees,
 officers or agents of the Trust
if duly  elected or  appointed  to such  positions  and  subject to their
 individual  consent  and to any
limitations imposed by law.

(b)      It is understood  that the Trust will pay all of its own expenses
incurred in its operations and
  the offering of the Trusts shares,  unless specifically  provided
otherwise in this Agreement or except
  to the extent  that the Adviser  agrees in a written  instrument  executed
 by the Adviser  (specifically
  referring  to this  Article  2(b)) to assume or  otherwise  pay for
specified  expenses  of the  Trust,
  including, without limitation:  compensation of Trustees "not affiliated"
with the Adviser; governmental
  fees;  interest charges;  taxes;  membership dues in the Investment
Company Institute  allocable to the
  Trust;  fees and  expenses  of  independent  auditors,  of legal  counsel,
 and of any  transfer  agent,
  registrar or dividend  disbursing agent of the Trust;  expenses of
repurchasing and redeeming shares and
  servicing  shareholder  accounts;  expenses  of  preparing,  printing  and
 mailing  stock  certificates,
  shareholder  reports,  notices,  proxy  statements and reports to governmental
  officers and  commissions;  brokerage and other  expenses  connected  with the
  execution, recording

 and  settlement of portfolio
  security  transactions;  insurance premiums;  fees and expenses of the
custodian for all services to the
  Trust,  including  safekeeping  of funds and  securities  and  maintaining
 required books and accounts;
  expenses of calculating the net asset value of shares of the Trust;
 organizational  and start up costs;
  such non-recurring or extraordinary  expenses as may arise,  including
those relating to actions,  suits
  or  proceedings  to which  the  Trust is a party  or  otherwise  may
 have an  exposure,  and the  legal
  obligation  which the Trust may have to  indemnify  the  Trust's  Trustees
 and  officers  with  respect
  thereto;  and expenses  relating to the issuance,  registration and
qualification of shares of the Trust
  and the  preparation,  printing and mailing of prospectuses for such
purposes (except to the extent that
  any  Distribution  Agreement to which the Trust is a party provides that
another party is to pay some or
  all of such expenses).

         (c) The payment or  assumption  by the  Adviser of any  expenses of the
Trust that the Adviser is not obligated by this Agreement or otherwise to pay or
assume shall no

 obligate the Adviser to pay or
assume the same or any similar expenses of the Trust on any subsequent
 occasion.

         Article 3. Compensation of the Adviser. For the services to be rendered
and the  facilities  provided,  the Trust shall pay to the Adviser an investment
advisory  fee  computed  and paid  monthly  as set forth in  Appendix A attached
hereto. If the Adviser shall serve for

 less than the whole of any period
specified in this Article 3, the compensation paid to the Adviser will be
 prorated.

         Article 4.  Additional  Services.  Should the Trust have  occasion
         ---------------------------------
 to request the Adviser or its
affiliates to perform  administrative or other additional  services not herein
 contemplated or to request
the Adviser or its affiliates to arrange for the services of others, the Adviser
or its  affiliates  will  act for the  Trust  upon  request  to the  best of its
ability,  with  compensation  for the services to be agreed upon with respect to
each such occasion as it arises. No such agreement for additional services shall
expand,  reduce  or  otherwise  alter the  obligations  of the  Adviser,  or the
compensation that the Adviser is due, under this Agreement.

         Article 5.  Covenants of the Adviser.  The Adviser  agrees that it will
not  deal  with  itself,  or with  the  Trustees  of the  Trust  or the  Trust's
distributor, if any, as principals in making purchases or sales of securities or
other  property  for the  account  of the  Trust,  except  as  permitted  by the
Investment  Company  Act of 1940 and any  rules,  regulations  or  orders of the
Securities  and Exchange  Commission  thereunder,  will not take a long or short
position in the

 shares  of the  Trust  except as
permitted by the  applicable  law, and will comply with all other  provisions
 of the  Declaration  and the
By-Laws and the then-current  Prospectus and Statement of Additional
  Information of the Trust relative to
the Adviser and its directors and officers.

         Article 6.  Limitation  of Liability of the Adviser.  The Adviser shall
not be  liable  for any  error of  judgment  or  mistake  of law or for any loss
arising out of any  investment  or for any act or omission in the  execution and
management of the Trust, except for willful

 misfeasance,  bad faith, gross
negligence  or reckless  disregard  of its duties and  obligations  hereunder.
  As used in this Article 6,
the term  "Adviser"  shall  include  directors,  officers  and  employees
 of the  Adviser as well as that
corporation itself.

         Article 7.  Activities  of the  Adviser.  (a) The Trust  acknowledges
         ----------------------------------------
 that the  services  of the
Adviser to the Trust are not  exclusive,  the  Adviser  being free to render
 investment  advisory  and/or
other  services  to others.  The Trust  further  acknowledges  that it is
  possible  that,  based on their
investment  objectives  and policies,  certain funds or accounts  managed by the
Adviser or its  affiliates may at times take  investment  positions or engage in
investment  techniques  which are  contrary  to  positions  taken or  techniques
engaged in on behalf of the Trust.  Notwithstanding  the foregoing,  the Adviser
will at all times endeavor to treat all of its clients in

 fair and equitable manner.

         (b) The Trust  acknowledges  that  whenever  the Trust and one
 or more  other  funds or  accounts
advised by the Adviser have available  monies for  investment,  investments
 suitable and  appropriate for
each shall be  allocated  in a manner  believed  by the  Adviser  to be fair and
 equitable to each entity.

Similarly,  opportunities to sell securities or other  investments shall be
allocated in a manner believed
by the Adviser to be fair and  equitable to each entity.  The Trust
  acknowledges  that in some  instances
this may adversely affect the size of the position that may be acquired or
 disposed of for the Trust.

         (c) It is understood  that the  Trustees,  officers and  shareholders
  of the Trust are or may be
or become interested in the Adviser, as directors,  officers,  employees, or
 otherwise and that directors,
officers and employees of the Adviser are or may become similarly  interested in
the Trust,  and that the Adviser may be or become  interested  in the Trust as a
shareholder or otherwise.

         Article  8.  MFS  Name.  The  Trust   acknowledges  that  the  names
         -----------------------
  "Massachusetts   Financial
Services," "MFS" or any derivatives thereof or logos associated with those names
(collectively, the "MFS Marks") are the valuable property of the Adviser and its
affiliates.

  The Adviser  grants the Trust a

non-exclusive  and  non-transferable  right  and  sub-license  to use  the
 MFS  Marks  only so long as the
Adviser serves as investment  adviser to the Trust. The Trust agrees that if the
Adviser for any reason no longer serves as investment  adviser to the Trust, and
the Adviser

 so  requests,  that the Trust
promptly  shall cease to use the MFS Marks and promptly shall amend its
 registration  statement to delete
any  references  to the MFS  Marks.  Likewise,  the Trust  agrees  that if
 the  Adviser  for any reason no
longer serves as investment  adviser to the Trust,  and the Adviser so requests,
the Trust promptly shall cease to use the MFS Marks and promptly shall amend its
Declaration  of Trust to  delete  any  references  to the MFS  Marks.  The Trust
acknowledges that the Adviser may permit other

 clients to use the MFS Marks in
their  names or other  material.  For  purposes of this  Article,  the Trust
 shall be deemed to have taken
the  required  action  promptly  if such  action is taken  within 90 days of the
Adviser no longer  serving as the investment  adviser to the Trust,  or from the
date of the Advisers request, as the case may be.

         Article 9.  Duration,  Termination  and Amendment of this  Agreement.

 (a) This  Agreement  shall

become  effective  with  respect  to the  Trust  on the  date  first  written
 above  if  approved  by the
shareholders  of the  Trust,  on the  Effective  Date for the Trust,  as set
 forth in  Appendix A attached
hereto.  Thereafter,  this  Agreement  will remain in effect with respect to
 the Trust for a period of two
years from the Trust's  Effective Date as set forth in Appendix A, on which date
it will terminate for the Trust unless its continuance is "specifically approved
at least

 annually"  (i) by the vote of a
majority of the Trustees of the Trust who are not  "interested  persons"
of the Trust or of the Adviser at
a meeting  specifically  called  for the  purpose  of voting  on such
 approval,  and (ii) by the Board of
Trustees  of the Trust,  or by "vote of a  majority  of the  outstanding  voting
securities" of the applicable Trust.

         (b)  This  Agreement  may be  terminated  as to the  Trust  at any time
without the payment of any penalty by the  Trustees or by "vote of a majority of
the outstanding  voting  securities" of the applicable Trust, or by the Adviser,
in each case on not more than sixty

 days' nor less than  thirty
days' written notice to the other party.  This  Agreement  shall  automatically
  terminate in the event of
its "assignment".

         (c) This  Agreement  may be  amended  with  respect  to the Trust
 only if such  amendment  is in
writing  signed by or on behalf of the Trust and the  Adviser  and is
 approved  by "vote of a majority of
the outstanding  voting securities" of the applicable Trust (if such shareholder
approval is required by the Investment Company Act of 1940).

         Article 10.  Scope of Trust's Obligations.  A copy of the Trusts
         ------------------------------------------
Declaration of Trust is on file with the Secretary of
State of The Commonwealth of Massachusetts.  The Adviser acknowledges that
 the obligations of or arising
out of  this  Agreement  are  not  binding  upon  any of the  Trust's  Trustees,
officers, employees, agents or shareholders individually, but are binding solely
upon the assets and property of the Trust.  If this Agreement is executed by the
Trust, the Adviser further acknowledges that th

 assets and liabilities of
the Trust are separate and distinct and that the  obligations  of or arising out
of this  Agreement  concerning  the Trust are binding  solely upon the assets or
property of the Trust and not upon the assets or property of any other Trust.

         Article  11.  Definitions  and  Interpretations.   The  terms
         ------------------------------------------------
 "specifically  approved  at  least
annually," "vote of a majority of the outstanding voting securities,"
 "assignment,"  "affiliated person,"
and "interested person," when used in this Agreement,  shall have the respective
meanings  specified,  and shall be construed in a manner  consistent  with,  the
Investment

 Company Act of 1940 and the rules and
regulations promulgated  thereunder.  Any question of interpretation of any term
or provision of this Agreement having a counterpart in or otherwise derived from
a term or  provision  of the  Investment  Company  Act of 1940,  the  Investment
Advisers Act of 1940, the Securities Act of 1933, or the Securities Exchange Act
of 1934  (collectively,  the  "Federal  Securities  Acts")  shall be resolved by
reference  to such  term or  provision  of the  Federal  Securities  Acts and to
interpretations

 thereof,  if any, by United
States  federal  courts or, in the absence of any  controlling  decisions of any
such court,  by rules or regulations of the Securities and Exchange  Commission.
Where the effect of a requirement  of the Federal  Securities  Acts reflected in
any  provision  of this  Agreement  is  revised  by rule  or  regulation  of the
Securities  and  Exchange  Commission,   such  provisions  shall  be  deemed  to
incorporate the effect of such rule or regulation.

         Article 12.  Record Keeping.  The Adviser will maintain records in
         ----------------------------
 a form acceptable to the Trust and in compliance with
the rules and regulations of the Securities and Exchange Commission, including
 but not limited to
records required to be maintained by Section 31(a) of the Investment Company
 Act of 1940 and the rules
thereunder, which at all times will be the property of the Trust and will be
 available for inspection
and use by the Trust.

         Article  13.   Miscellaneous.   (a)  This  Agreement   contains  the
         -----------------------------
 entire   understanding  and
agreement of the parties with respect to the subject matter hereof.

         (b) Headings in this Agreement are for ease of reference only and shall
not constitute a part of the Agreement.

         (c)  Should  any  portion of this  Agreement  for any  reason be
 held void in law or equity,  the
remainder of the Agreement  shall be construed to the extent  possible as
 if such voided portion had never
been contained herein.

         (d)  This  Agreement  shall  be  governed  by  the  laws  of  the
Commonwealth  of
Massachusetts,  without giving effect to the choice of laws provisions
 thereof, except that questions
of interpretation shall be resolved in accordance with the provisions of
Article 11 above.

         IN WITNESS  WHEREOF,  the parties  hereto have caused this Agreement
 to be executed and delivered
in their names and on their behalf by the undersigned  officers  thereunto
 duly authorized,  all as of the
day and year first above  written.  The  undersigned  officer of the Trust
 has executed this Agreement not
individually,  but as an officer  under the  Declaration  and the  obligations
  of this  Agreement are not
binding  upon  any of the  Trustees,  officers  or  shareholders  of the  Trust,
individually, but bind only the trust estate.

 MFS HIGH INCOME MUNICIPAL TRUST


 By: MARK N. POLEBAUM______
     ----------------
 Name:     Mark N. Polebaum
  Title:    Secretary

    MASSACHUSETTS FINANCIAL
SERVICES COMPANY


 By:_ROBERT J. MANNING_
     -----------------
 Name:  Robert J. Manning
  itle:  Chief Executive Officer

                                                                      Appendix A

                                                     Compensation to the Adviser

The  investment  advisory  fee payable by the Trust  shall be computed  and paid
monthly in an amount equal to the sum of 0.75% of the Trust's  average daily net
assets  including  assets  applicable to the auction  preferred  shares (average
daily net assets being computed for this

 purpose  without  deducting  any
liability  for money  borrowed  for  investment  in  accordance  with the Trusts
investment objective and policies).
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</DOCUMENT>
