Form N-CEN - Annual Report for Registered Investment Companies
2024年2月10日 - 2:27AM
Edgar (US Regulatory)
Report of Independent
Registered Public Accounting Firm
To the Shareholders and
Board of Trustees of MFS High Income Municipal Trust
In planning
and performing our audit of the financial statements of MFS High Income Municipal Trust (the “Fund”) as of and for the year
ended November 30, 2023, in accordance with the standards of the Public Company
Accounting Oversight Board (United States) (PCAOB), 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 Fund’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 PCAOB. 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, 2023.
This report
is intended solely for the information and use of management and the Board of
Trustees of MFS High Income Municipal Trust and the Securities and Exchange
Commission and is not intended to be and should not be used by anyone other
than these specified parties.
/s/ Ernst & Young LLP
Boston, Massachusetts
January 16, 2024
MFS
HIGH INCOME MUNICIPAL TRUST
FIRST
AMENDMENT TO STATEMENT ESTABLISHING AND FIXING THE RIGHTS AND PREFERENCES OF REMARKETABLE
VARIABLE RATE MUNIFUND TERM PREFERRED SHARES
WHEREAS,
MFS High Income Municipal Trust (the "Trust") issued Remarketable Variable
Rate MuniFund Term Preferred Shares, Series 2051 (the "RVMTP Shares")
pursuant to the Statement Establishing and Fixing the Rights and Preferences of
Remarketable Variable Rate MuniFund Term Preferred Shares, dated as of July 20,
2021 (the "Statement") and Appendix A thereto related to the Series
2015 RVMTP Shares;
WHEREAS,
the Statement permits the Board of Trustees of the Trust to amend the
Statement, in certain cases such amendment to be contingent upon the approval
of the Holders of RVMTP Shares;
WHEREAS,
the Trustees desire to amend the Statement to amend and restate in its entirety
Subsection 2.2(c)(ii) concerning the payment of dividends and distributions;
WHEREAS,
the Fund has received the consent of the sole Designated Owner and Holder of
the RVMTP Shares, which represent all the Remarketable Variable Rate MuniFund
Term Preferred Shares issued and outstanding, to the amendment of the Statement
as provided herein; and
WHEREAS,
the Trustees have determined that the amendment of the Statement provided herein
does not materially affect any preference, right or power of the Holders of
RVMTP Shares.
Any capitalized term used herein
but not defined herein shall have the meaning provided for such term in the
Statement.
Amendment to the Statement
Effective December
7, 2022, Section 2.2(c)(ii) shall be deleted in its entirety and replaced with
the following:
“For so long as any RVMTP Shares are
Outstanding, the Fund shall not: (x) declare or pay any dividend or other
distribution (other than a dividend or distribution paid in Common Shares) in
respect of the Common Shares, (y) call for redemption, redeem, purchase or
otherwise acquire for consideration any Common Shares, or (z) pay any proceeds
of the liquidation of the Fund in respect of the Common Shares, unless, (1) in
each case, (A) all cumulative dividends and other distributions on all RVMTP
Shares and all other series of Preferred Shares ranking on a parity with the
RVMTP Shares due on or prior to the date the applicable dividend, distribution,
redemption, purchase or acquisition shall have been declared and paid (or shall
have been declared and Deposit Securities (in the case of the RVMTP Shares) or
other sufficient securities or funds (in the case of other Preferred Shares, as
applicable) for the payment thereof shall have been deposited irrevocably with
the paying agent for such Preferred Shares) and (B) the Fund shall have
deposited Deposit Securities pursuant to and in accordance with the
requirements of Section 2.6(e)(ii) hereof with
respect to Outstanding RVMTP Shares of any Series to be redeemed pursuant to Section
2.6(a) or Section 2.6(b) hereof for which a Notice of Redemption
shall have been given or shall have been required to be given in accordance
with the terms hereof on or prior to the date of the applicable dividend,
distribution, redemption, purchase or acquisition; and (2) in the case of any
action described in clause (x) or (y) of this Section 2.2(c)(ii),
immediately thereafter, the Fund shall have 1940 Act Asset Coverage of at least
215% after deducting the amount of
such dividend or distribution or redemption or purchase price or liquidation proceeds.”
IN WITNESS WHEREOF, MFS High Income
Municipal Trust has caused this First Amendment to the Statement to be signed
on December 7, 2022, in its name and on its behalf by a duly authorized
officer. The Declaration is on file with the Secretary of The Commonwealth of
Massachusetts, and the said officer of the Fund has executed this Statement as
an officer and not individually, and the obligations and rights of the Fund set
forth in this Statement are not binding upon any such officer, or the trustees
of the Fund or shareholders of the Fund, individually, but are binding only
upon the assets and property of the Fund.
MFS
High Income Municipal Trust
By: /s/ William B.
Wilson
Name: William B. Wilson
Title: Assistant
Secretary
MFS
HIGH INCOME MUNICIPAL TRUST
FIRST
AMENDMENT TO STATEMENT ESTABLISHING AND FIXING THE RIGHTS AND PREFERENCES OF REMARKETABLE
VARIABLE RATE MUNIFUND TERM PREFERRED SHARES
WHEREAS,
MFS High Income Municipal Trust (the "Trust") issued Remarketable Variable
Rate MuniFund Term Preferred Shares, Series 2051 (the "RVMTP Shares")
pursuant to the Statement Establishing and Fixing the Rights and Preferences of
Remarketable Variable Rate MuniFund Term Preferred Shares, dated as of July 20,
2021 (the "Statement") and Appendix A thereto related to the Series
2015 RVMTP Shares;
WHEREAS,
the Statement permits the Board of Trustees of the Trust to amend the
Statement, in certain cases such amendment to be contingent upon the approval
of the Holders of RVMTP Shares;
WHEREAS,
the Trustees desire to amend the Statement to amend and restate in its entirety
Subsection 2.2(c)(ii) concerning the payment of dividends and distributions;
WHEREAS,
the Fund has received the consent of the sole Designated Owner and Holder of
the RVMTP Shares, which represent all the Remarketable Variable Rate MuniFund
Term Preferred Shares issued and outstanding, to the amendment of the Statement
as provided herein; and
WHEREAS,
the Trustees have determined that the amendment of the Statement provided herein
does not materially affect any preference, right or power of the Holders of
RVMTP Shares.
Any capitalized term used herein
but not defined herein shall have the meaning provided for such term in the
Statement.
Amendment to the Statement
Effective December
7, 2022, Section 2.2(c)(ii) shall be deleted in its entirety and replaced with
the following:
“For so long as any RVMTP Shares are
Outstanding, the Fund shall not: (x) declare or pay any dividend or other
distribution (other than a dividend or distribution paid in Common Shares) in
respect of the Common Shares, (y) call for redemption, redeem, purchase or
otherwise acquire for consideration any Common Shares, or (z) pay any proceeds
of the liquidation of the Fund in respect of the Common Shares, unless, (1) in
each case, (A) all cumulative dividends and other distributions on all RVMTP
Shares and all other series of Preferred Shares ranking on a parity with the
RVMTP Shares due on or prior to the date the applicable dividend, distribution,
redemption, purchase or acquisition shall have been declared and paid (or shall
have been declared and Deposit Securities (in the case of the RVMTP Shares) or
other sufficient securities or funds (in the case of other Preferred Shares, as
applicable) for the payment thereof shall have been deposited irrevocably with
the paying agent for such Preferred Shares) and (B) the Fund shall have
deposited Deposit Securities pursuant to and in accordance with the
requirements of Section 2.6(e)(ii) hereof with
respect to Outstanding RVMTP Shares of any Series to be redeemed pursuant to Section
2.6(a) or Section 2.6(b) hereof for which a Notice of Redemption
shall have been given or shall have been required to be given in accordance
with the terms hereof on or prior to the date of the applicable dividend,
distribution, redemption, purchase or acquisition; and (2) in the case of any
action described in clause (x) or (y) of this Section 2.2(c)(ii),
immediately thereafter, the Fund shall have 1940 Act Asset Coverage of at least
215% after deducting the amount of
such dividend or distribution or redemption or purchase price or liquidation proceeds.”
IN WITNESS WHEREOF, MFS High Income
Municipal Trust has caused this First Amendment to the Statement to be signed
on December 7, 2022, in its name and on its behalf by a duly authorized
officer. The Declaration is on file with the Secretary of The Commonwealth of
Massachusetts, and the said officer of the Fund has executed this Statement as
an officer and not individually, and the obligations and rights of the Fund set
forth in this Statement are not binding upon any such officer, or the trustees
of the Fund or shareholders of the Fund, individually, but are binding only
upon the assets and property of the Fund.
MFS
High Income Municipal Trust
By: /s/ William B.
Wilson
Name: William B. Wilson
Title: Assistant
Secretary
MFS High Income Municipal (NYSE:CXE)
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MFS High Income Municipal (NYSE:CXE)
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