CMU MFS High Yield Municipal Trust

MFS HIGH YIELD MUNICIPAL TRUST

FIRST AMENDMENT TO STATEMENT ESTABLISHING AND FIXING THE RIGHTS AND PREFERENCES OF REMARKETABLE VARIABLE RATE MUNIFUND TERM PREFERRED SHARES

WHEREAS, MFS High Yield 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.”

[Signature Page Follows]

IN WITNESS WHEREOF, MFS High Yield 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 Yield Municipal Trust

By:   /s/ William B. Wilson                                                 

Name: William B. Wilson             

Title:   Assistant Secretary

MFS HIGH YIELD MUNICIPAL TRUST

FIRST AMENDMENT TO STATEMENT ESTABLISHING AND FIXING THE RIGHTS AND PREFERENCES OF REMARKETABLE VARIABLE RATE MUNIFUND TERM PREFERRED SHARES

WHEREAS, MFS High Yield 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.”

[Signature Page Follows]

IN WITNESS WHEREOF, MFS High Yield 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 Yield Municipal Trust

By:   /s/ William B. Wilson                                                 

Name: William B. Wilson             

Title:   Assistant Secretary

Report of Independent Registered Public Accounting Firm

To the Shareholders and

Board of Trustees of MFS High Yield Municipal Trust

In planning and performing our audit of the financial statements of MFS High Yield 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 Yield 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