SUB-ITEM 77C

A  special  meeting  of  the  shareholders  of Municipal Auction Rate Cumulative
Preferred Shares ("ARPS") of MFS High Yield Municipal  Trust  (the  "Trust") was
held on August 31, 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:


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|       |Shares|% of Outstanding|
|       |Voted |     Shares     |
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|  For  |1,677 |     55.90%     |
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|Against| 207  |     6.90%      |
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|Abstain|  3   |     0.10%      |
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| Total |1,887 |     62.90%     |
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