<DOCUMENT>
<TYPE>EX-99.77C VOTES
<SEQUENCE>3
<FILENAME>c77.txt
<TEXT>
                                  SUB-ITEM 77C

A  special  meeting  of  the  shareholders  of Municipal Auction Rate Cumulative
Preferred Shares ("ARPS") of MFS High Income  Municipal  Trust (the "Trust") was
held on September 11, 2012.  Shareholders of ARPS represented  in  person  or by
proxy  voted  to  amend  the  Trust's  By-Laws  to  replace Standard & Poor's, a
division of The McGraw-Hill Companies, Inc. with Fitch,  Inc. as a rating agency
for the Trust's ARPS and make other noted changes as follows:


---------------------------------
|       |Shares|% of Outstanding|
|       |Voted |     Shares     |
---------------------------------
|  For  |2,647 |     67.87%     |
---------------------------------
|Against| 545  |     13.97%     |
---------------------------------
|Abstain|  5   |     0.13%      |
---------------------------------
| Total |3,197 |     81.97%     |
---------------------------------




</TEXT>
</DOCUMENT>
