SUB-ITEM 77C

A  special  meeting  of  the  shareholders  of Municipal Auction Rate Cumulative
Preferred Shares ("ARPS") of MFS Municipal Income  Trust  (the "Trust") was held
on September 11, 2012.  Shareholders of ARPS represented in  person  or by proxy
voted  to  amend  the Trust's Statement of ARPS 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  |2,966 |     65.19%     |
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|Against| 641  |     14.09%     |
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|Abstain|  1   |     0.02%      |
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| Total |3,608 |     79.30%     |
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