Home > Insider Trading > Latest 13D and 13G Filings > 13D Filing (0001048703-17-000086)

Filing Details

Accession Number:: 0001048703-17-000086
Form Type:: 13D Filing
Publication Date:: 2017-07-12 09:40:22

Filed By:: Karpus Management, Inc.
Company:: Mfs Investment Grade Municipal Trust (NYSE:CXH)
Filing Date:: 2017-07-12
SEC Url:: 13D Filing

Ownership Summary

Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.

Name	Sole Voting Power	Shared Voting Power	Sole Dispositive Power	Shared Dispositive Power	Aggregate Amount Owned Power	Percent of Class
Karpus Investment Management	2,672,835	31,406	2,672,835	31,406	2,672,835	23.1%
George W. Karpus	199,016		199,016		230,422	2.0%

Filing

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

(Amendment No. 1) 1

MFS Investment Grade Municipal Trust

(Name of Issuer)

Common Stock

(Title of Class of Securities)

59318B108

(CUSIP Number)

Daniel Lippincott, Senior Tax-Sensitive Manager

Karpus Management, Inc.

d/b/a Karpus Investment Management

183 Sully’s Trail

Pittsford, New York 14534

(585) 586-4680

Adam W. Finerman, Esq.

Olshan Frome Wolosky LLP

1325 Avenue of the Americas

New York, New York 10019

(212) 451-2300

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

July 11, 2017

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.

_______________

1 The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP NO. 59318B108

1	NAME OF REPORTING PERSON Karpus Investment Management
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION NEW YORK
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 2,672,835
	8	SHARED VOTING POWER -
	9	SOLE DISPOSITIVE POWER 2,672,835
	10	SHARED DISPOSITIVE POWER -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,672,835
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 23.1%
14	TYPE OF REPORTING PERSON IA

CUSIP NO. 59318B108

1	NAME OF REPORTING PERSON George W. Karpus
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 199,016 *
	8	SHARED VOTING POWER 31,406*
	9	SOLE DISPOSITIVE POWER 199,016 *
	10	SHARED DISPOSITIVE POWER 31,406*
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 230,422 *
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.0%
14	TYPE OF REPORTING PERSON IN

*See Item 2 in the original Schedule 13D and Item 5, below.

CUSIP NO. 59318B108

The following constitutes Amendment No. 1 to the Schedule 13D filed by the undersigned ("Amendment No. 1"). This Amendment No. 1 amends the Schedule 13D as specifically set forth herein.

Item 3.

Source and Amount of Funds or Other Consideration.

Item 3 is hereby amended and restated to read as follows:

Karpus, an independent registered investment advisor, has accumulated 2,672,835 Shares on behalf of accounts that are managed by Karpus (the “Accounts”) under limited powers of attorney, which represents 23.1% of the outstanding Shares. All funds that have been utilized in making such purchases are from such Accounts. The aggregate purchase price of the 2,672,835 Shares beneficially owned by Karpus is approximately $25,545,214, excluding brokerage commissions. The aggregate purchase price of the 230,422 Shares held by Mr. Karpus and the Karpus Entities is approximately $2,149,016, excluding brokerage commissions.

Item 4.

Purpose of Transaction..

Item 4 is hereby amended to add the following:

On July 11, 2017, the Issuer and Massachusetts Financial Services Company ("MFS") entered into a Tender Offer and Standstill Agreement with Karpus (the "Agreement"), pursuant to which the Issuer announced a tender offer for up to 15% of the Issuer's outstanding common stock at a price equal to 98% of the net asset value at the closing of trading on the date the tender offer expires (the "Initial Tender Offer"). The Issuer expects to commence the Initial Tender Offer on or before August 15, 2017. The Board also authorized the Fund to conduct an additional cash tender offer (the "Conditional Tender Offer") approximately six months after the close of the Initial Tender Offer for up to 7.5% of the Fund's then outstanding Shares at a price per share equal to 98% of the Fund's NAV per share as of the close of regular trading on the New York Stock Exchange on the date the Conditional Tender Offer expires, provided that the Conditional Tender Offer will take place only if the average trading discount of the shares to NAV is greater than 6% during the period that begins 90 calendar days and ends 180 calendar days after the completion of the Initial Tender Offer. Under the Agreement, Karpus agreed to to withdraw its previously submited shareholder proposal for the 2017 shareholders' meeting and to other customary standstill provisions until the termination of the Agreement. The foregoing summary of the Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Agreeement, a copy of which is referenced in Exhibit 99.1 hereto and is incorporated herein by reference.

CUSIP NO. 59318B108

Item 5.

Interest in Securities of the Issuer.

Item 5(a)-(c) is hereby amended and restated to read as follows:

The aggregate percentage of Shares reported owned by each Reporting Person is based on 11,586,957 Shares outstanding, which is the total number of Shares outstanding as of November 30, 2016 as reported in the Issuer's Annual Report to Shareholders, filed with the U.S. Securities and Exchange Commission on January 30, 2017.

B.	George W. Karpus

(a)

As of July 11, 2017, George W. Karpus beneficially owned 199,016 Shares. In addition, George W. Karpus may be deemed to beneficially own the 31,406 Shares held in the Karpus Entities.

Percentage: Approximately 2.0%

(b)

1. Sole power to vote or direct vote: 199,016

2. Shared power to vote or direct vote: 31,406

3. Sole power to dispose or direct the disposition: 199,016

4. Shared power to dispose or direct the disposition: 31,406

(c)

Mr. Karpus did not have any transactions in the Shares since the last 13D filing.

The filing of this Schedule 13D shall not be construed as an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, the beneficial owners of any of the Shares reported herein. Each Reporting Person disclaims beneficial ownership of such Shares except to the extent of his or its pecuniary interest therein.

CUSIP NO. 59318B108

Item 6.

Contracts, Arrangements, Understandings or Relationships With respect to the Issuer.

Item 6 is hereby amended to add the following:

On July 11, 2017, the Issuer, MFS, and Karpus entered into a Tender Offer and Standstill Agreement defined and described in Item 4 above and attached as Exhibit 99.1 hereto.

On July 12, 2017, the Reporting Persons entered into a Joint Filing Agreement in which the Reporting Persons agreed to the joint filing on behalf of each of them of statements on Schedule 13D with respect to the securities of the Issuer to the extent required by applicable law. The Joint Filing Agreement is attached hereto as Exhibit 99.2 and is incorporated herein by reference.

Item 7.

Material to be Filed as Exhibits.

Item 7 is hereby amended to add the following exhibits:

99.1

Tender Offer and Standstill Agreement, by and between the Issuer, MFS, and Karpus, dated July 11, 2017

99.2

Joint Filing Agreement, by and between Karpus Management, Inc. and George W. Karpus, dated July 12, 2017

CUSIP NO. 59318B108

SIGNATURES

After reasonable inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: July 12, 2017

KARPUS MANAGEMENT, INC.

By:	/s/ Daniel Lippincott
	Name:	Daniel Lippincott, CFA
	Title:	Director of Investment Personnel and Sr. Tax-Sensitive Portfolio Manager

	/s/ George W. Karpus
	GEORGE W. KARPUS

CUSIP NO. 59318B108

SCHEDULE A

Executive Officers & Directors of Karpus Management, Inc., d/b/a Karpus Investment Management

Name	Position & Present Principal Occupation	Business Address	Shares Owned
George W. Karpus	President, CEO, and Chairman of the Board	183 Sully’s Trail, Pittsford, New York 14534	See Above
Kathleen Finnerty Crane	Chief Financial Officer and Chief Compliance Officer	183 Sully’s Trail, Pittsford, New York 14534	None
Dana R. Consler	Executive Vice President	183 Sully’s Trail, Pittsford, New York 14534	3,000
Thomas M. Duffy	Vice President	183 Sully’s Trail, Pittsford, New York 14534	None
Sharon L. Thornton	Senior Director of Investments	183 Sully’s Trail, Pittsford, New York 14534	None
Daniel L. Lippincott	Sr. Tax-Sensitive Manager and Director of Investment Personnel	183 Sully’s Trail, Pittsford, New York 14534	None

CUSIP NO. 59318B108

SCHEDULE B

Transactions in the Shares over the last 60 days.

Nature of the Transaction

Securities

Purchased/(Sold)

Price Per

Share($)

Date of

Purchase / Sale

KARPUS MANAGEMENT, INC., D/B/A/ KARPUS INVESTMENT MANAGEMENT
(THROUGH THE ACCOUNTS)

Sale of Common Stock

(2,600)

$10.23

6/6/2017

EXHIBIT 99.1

TENDER OFFER AND STANDSTILL AGREEMENT

This Tender Offer and Standstill Agreement (the "Agreement") is made and entered into effective as of the 11th day of July 2017, by and among MFS Investment Grade Municipal Trust ("CXH" or the "Trust") and Massachusetts Financial Services Company ("MFS" and, together with CXH, the "Fund Parties"), each having its principal place of business at 111 Huntington Avenue, Boston, MA 02199, and Karpus Management, Inc., d/b/a Karpus Investment Management, having its principal place of business at 183 Sully's Trail, Pittsford, NY 14534, and its employees and "affiliated persons" (as that term is defined in the Investment Company Act of 1940) (collectively "Karpus") (the Fund Parties, on the one hand, and Karpus, on the other hand, are each referred to as a "Party" and, collectively, the "Parties").

WHEREAS, MFS is a registered investment adviser that acts as investment adviser to the Trust;

WHEREAS, on April 11, 2017, Karpus submitted a shareholder proposal to the Trust (the "Karpus Proposal") for inclusion in the proxy statement of the Trust relating to the Trust's 2017 annual meeting of shareholders, requesting that the Trust's shareholders approve the following non-binding resolution: "[T]he shareholders of the MFS Investment Grade Municipal Trust . . . request that the Board of Trustees promptly consider authorizing a self-tender offer for all outstanding shares of the Trust at or close to net asset value ("NAV"). If more than 50% of the Trust's outstanding common shares are tendered, the tender offer should be cancelled and the Board should take the steps necessary to liquidate, merge or convert the Trust to an open-end mutual fund.";

WHEREAS, MFS and Karpus have engaged in discussions regarding the Karpus Proposal and possible alternatives (the "Discussions") and entered into a separate letter agreement dated May 9, 2017, as amended on May 17, 2017, May 24, 2017, June 2, 2017, June 5, 2017, June 6, 2017 and June 20, 2017 (the "Confidentiality Letter Agreement"), regarding confidentiality obligations with respect to the Discussions; and

WHEREAS, the Parties wish to resolve matters concerning the Karpus Proposal pursuant to the terms hereof;

NOW, THEREFORE, in consideration of the mutual promises and covenants contained in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows: 1. Tender Offers. Subject to the satisfaction of Section 2 below, the Fund Parties agree to:

(a) Conduct a cash tender offer (the "Initial Tender Offer") by the Trust pursuant to the requirements of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the "Exchange Act"), for up to 15% (the "Maximum Amount") of the Trust's then outstanding common shares (the "Shares") at a price equal to 98% of the net asset value ("NAV") of the Shares as of the close of ordinary trading on the New York Stock Exchange ("NYSE") on the date the Initial Tender Offer expires. The Initial Tender Offer will be subject only to the conditions as are set forth in Appendix A hereto, which do not include conditions as to any particular number of Shares being tendered or the discount to NAV at which the Trust's Shares have traded, and the Trust will use its best efforts to commence the Initial Tender Offer on or before August 15, 2017; and

(b) Conduct an additional cash tender offer (the "Conditional Tender Offer") by the Trust pursuant to the requirements of the Exchange Act for up to 7.5% (the "Conditional Maximum Amount") of its then outstanding Shares at a price equal to 98% of the NAV of the Shares as of the close of ordinary trading on the NYSE on the date the Conditional Tender Offer expires, if and only if the Average Trading Discount (as defined below) of the Shares is greater than 6% for the Trigger Period (as defined below) (the "Trigger"). The "Trigger Period" is the period starting on the date that is 90 calendar days and ending on the date that is 180 calendar days following the date of the completion of the Initial Tender Offer (such date of completion being the date upon which the Trust makes payment for all validly tendered Shares that have been accepted for payment in the Initial Tender Offer). If the Trigger is satisfied, the Conditional Tender Offer will be subject only to the conditions as are set forth in Appendix A hereto, which do not include conditions as to any particular number of Shares being tendered, and the Trust will use its best efforts to commence the Conditional Tender Offer promptly following the end of the Trigger Period.

For these purposes, "Average Trading Discount" means the simple average of the trading discounts (and premiums, as the case may be) of the Shares on each day the NYSE is open for trading (each a "Business Day") during the Trigger Period, with the trading discount (or premium) on each Business Day equal to the percentage difference between the NAV of the Shares and the trading price of the Shares as of the close of regular trading on the NYSE on such Business Day (the "closing price"), with a trading price below NAV expressed as a positive percentage (i.e., percentage discount) and a trading price above NAV as a negative percentage (i.e., percentage premium).** The Trust shall perform such calculations as soon as practicable after the applicable period in good faith and on a consistent basis using the Trust's published daily NAV calculations and the closing price of the Shares as published by Bloomberg.

(c) The Trust shall purchase Shares tendered and not withdrawn on a prorated basis up to the Maximum Amount with respect to the Initial Tender Offer and the Conditional Maximum Amount with respect to the Conditional Tender Offer if greater than such amounts of Shares are properly tendered and not properly withdrawn. The consideration to be paid by the Trust for Shares under the Initial Tender Offer and the Conditional Tender Offer shall consist solely of cash. 2. Karpus Obligations. Upon public announcement by the Trust of its intention to conduct the Initial Tender Offer and the Conditional Tender Offer if the Trigger is satisfied (the "Announcement"), a copy of which is attached hereto as Appendix B:

a) The Karpus Proposal shall be deemed withdrawn immediately following the issuance of the Announcement and Karpus shall not submit any additional proposal or nominees for Trustee in connection with the Trust's 2017 annual shareholder meeting or any adjournments or postponements thereof;

b) Karpus shall, for a period commencing on the date of Announcement and ending the later of (x) three years following the date of the Announcement and (y) the day after the date of completion of the last annual meeting (or special meeting held in lieu thereof) held during calendar 2020, including any adjournments or postponements thereof, of an MFS Closed-End Fund listed on Appendix C hereto (including, without limitation, with respect to the Trust's 2017 annual shareholder meeting): (i) refrain from directly or indirectly making, supporting or encouraging any shareholder proposals concerning an MFS Closed-End Fund; (ii) vote in accordance with the recommendations of the Boards of Trustees of the MFS Closed-End Funds on nominees for election as Trustees of the MFS Closed-End Funds; (iii) vote in accordance with the recommendations of the Boards of Trustees on any other matters affecting any MFS Municipal Closed-End Fund listed on Appendix C hereto (this requirement shall not apply to any MFS Taxable Closed-End Fund listed on Appendix C hereto); (iv) refrain from directly or indirectly soliciting or encouraging others to vote against the recommendations of the Boards of Trustees on any matters affecting any MFS Closed-End Fund; (v) refrain from proposing any nominees for election to the Board of Trustees of any MFS Closed-End Fund; (vi) refrain from directly or indirectly proposing, or making any filing with respect to, any form of business combination, restructuring, recapitalization, dissolution or similar transaction involving any MFS Closed-End Fund, including, without limitation, a merger, tender or exchange offer, open-ending, share repurchase or liquidation of any MFS Closed-End Fund's assets; (vii) refrain from granting a proxy with respect to shares of any MFS Closed-End Fund other than to officers of, or other persons named as proxies by, such MFS Closed-End Fund; (viii) refrain from executing any written consent with respect to the shares of any MFS Closed-End Fund other than as may be solicited by such MFS Closed-End Fund; (ix) refrain from joining or participating in a group concerning any MFS Closed-End Fund; (x) refrain from seeking the removal of any member of the Board of Trustees of any MFS Closed-End Fund; (xi) refrain from seeking control or influence over the management or policies of any MFS Closed-End Fund; (xii) refrain from publicly disclosing any intention, plan, proposal or arrangement or other matter inconsistent with its obligations under this subparagraph 2(b); and (xiii) refrain from requesting, directly or indirectly, any amendment or waiver of any provision of this subparagraph 2(b) (including this sentence). **For example, if the closing price of the Shares is $6 and the NAV $8 on a Business Day, and the closing price of the Shares is $11 and the NAV $10 on the next Business Day, the Average Trading Discount for those two Business Days would be 7.5%, which is the simple average of a 25% discount on the first Business Day and a 10% premium (-10%) on the second Business Day.

It is understood and agreed that this subparagraph 2(b) and the remainder of this Agreement shall not supersede or replace the Standstill Agreement between MFS and Karpus dated July 2, 2015 (the "2015 Standstill"), which shall remain in full force and effect separately from this Agreement, including as it relates to Karpus' obligations in Section 2(c) thereof with respect to the MFS Taxable Bond Funds (as defined therein). By way of clarification, Section 2(c)(iii) of the 2015 Standstill shall continue to apply for the full period specified therein with respect to the MFS Taxable Bond Funds notwithstanding anything to the contrary in Section 2(b)(iii) of this Agreement.

c) Notwithstanding anything to the contrary in subparagraph 2(b), Karpus may vote against the recommendation of the Board of Trustees with respect to any proposal to change any MFS Closed-End Fund's fundamental investment policies. 3. No Disparagement. For a period of three years from the date of this Agreement, each Party hereto shall refrain from directly or indirectly disparaging or impugning the integrity or reputation of the other Party, their members, directors, officers, employees or affiliates, or any members of the Board of Trustees with respect any matters affecting any MFS Closed-End Fund. The foregoing shall not apply to any compelled testimony or production of information, either by legal process, subpoena, or as part of a response to a request for information from any governmental authority with jurisdiction over the party from whom information is sought. 4. Confidentiality. Subject to the second sentence of this Section 4, MFS and Karpus hereby agree to and do hereby extend the term of the Confidentiality Letter Agreement until the time of the Announcement or, if the Announcement does not occur on or before July 17, 2017, until the close of regular trading on the NYSE on July 17, 2017. For the avoidance of doubt, the Parties acknowledge that Karpus will be required to file a copy of this Agreement on an amendment to Schedule 13D (to be filed with the SEC no later than two Business Days from the date of this Agreement), and the Trust will be required to file a copy of this Agreement with its Form TO filings in connection with the Initial Tender Offer. 5. Third party Beneficiaries. The Parties agree that the MFS Closed-End Funds other than the Trust (which is a Party hereto) are intended as third party beneficiaries of this Agreement, and that any such MFS Closed-End Fund is entitled to rely on and may enforce the terms and provisions hereof directly as if it were a party hereto. 6. No Assignment. This Agreement shall be binding upon the parties and their respective legal successors and permitted assigns. No Party may assign this Agreement without the prior written consent of the other Party and any such attempted assignment shall be void. 7. Applicable Law. The validity of this Agreement, the construction and enforcement of its terms, and the interpretations of the rights and duties of the Parties shall be governed by the laws of the Commonwealth of Massachusetts, without regard to conflicts of law rules. The Parties hereto agree that the state and federal courts of the Commonwealth of Massachusetts shall be the proper forums for any legal controversy arising in connection with this Agreement, and the Parties hereby irrevocably and unconditionally consent to the exclusive jurisdiction of such courts for such purposes. 8. Injunctive Relief. Each Party acknowledges that a breach of its obligations under this Agreement may result in irreparable harm to the other Party for which monetary damages will not be sufficient. Each Party hereto agrees that, in the event of a breach or threatened breach by the other Party of its obligations under this Agreement, the non-breaching Party shall be entitled, in addition to its other rights and remedies hereunder or at law, to seek injunctive or other equitable relief, including specific performance, as applicable, and such further relief as may be proper from a court of competent jurisdiction. 9. Modification. No modification, amendment, supplement to or waiver of this Agreement of any of its provisions or Appendices shall be binding upon the Parties hereto unless made in writing and duly signed by all Parties. 10. Invalidity. In the event that any one or more of the provisions of this Agreement shall for any reason be held to be invalid, illegal, or unenforceable, the remaining provisions of this Agreement shall be unimpaired, and the invalid, illegal or unenforceable provision shall be replaced by a mutually acceptable provision, which being valid, legal and enforceable, comes closest to the economic effect and intent of the parties underlying the invalid, illegal or unenforceable provision. 11. No Waiver. A waiver of a breach or default under this Agreement shall not be a waiver of any other or subsequent breach or default. The failure or delay in enforcing compliance with any term or condition of this Agreement shall not constitute a waiver of such term or condition unless such term or condition is expressly waived in writing. 12. Counterparts. This Agreement may be executed in counterparts, either manually or by electronic or digital signature (including by facsimile or electronic mail transmission in pdf format) and each counterpart shall have the effect of an original. 13. Entire Agreement. This Agreement and any other written agreement entered into by the Parties on or after the date of this Agreement shall constitute the entire Agreement among the Parties and shall supersede all previous agreements, promises, proposals, representations, understandings and negotiations, whether written or oral, among the Parties respecting the subject matter hereof (it being understood and agreed that the 2015 Standstill relates to a different subject matter and is not superseded hereby). 14. Massachusetts Business Trust Matters.A copy of the Agreement and Declaration of Trust of the Trust is on file with the Secretary of State of The Commonwealth of Massachusetts, and notice is hereby given that this instrument is executed on behalf of the Trustees of the Trust as Trustees and not in their individual capacity and that the obligations of the Trust under this instrument are not binding upon any of the Trustees, officers or shareholders of the Trust in their individual capacity, but are binding only upon the assets and property of the Trust.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement of the day, month, and year first above written.

KARPUS MANAGEMENT, INC.

By:	/s/ Daniel Lippincott
	Name:	Daniel Lippincott, CFA
	Title:	Director of Investment Personnel and Sr. Tax-Sensitive Portfolio Manager

MASSACHUSETTS FINANCIAL SERVICES COMPANY

By:	/s/ Heidi Hardin
	Name:	Heidi Hardin
	Title:	General Counsel

MFS INVESTMENT GRADE MUNICIPAL TRUST

By:	/s/ James Yost
	Name:	James Yost
	Title:	Treasurer

APPENDIX C
Complete List of MFS Closed-End Funds MFS Taxable Closed-End Funds
MFS Charter Income Trust
MFS Government Markets Income Trust
MFS Intermediate High Income Fund
MFS Intermediate Income Trust
MFS Multimarket Income Trust
MFS Special Value Trust MFS Municipal Closed-End Funds
MFS California Municipal Fund
MFS High Income Municipal Trust
MFS High Yield Municipal Trust
MFS Investment Grade Municipal Trust
MFS Municipal Income Trust

EXHIBIT 99.2

Joint Filing Agreement

In accordance with Rule 13d-1(d)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including additional amendments thereto), dated the date hereof, with respect to the shares of Common Stock of the MFS Investment Grade Municipal Trust. This Joint Filing Agreement shall be filed as an Exhibit to such statement.

July 12, 2017

KARPUS MANAGEMENT, INC.

By:	/s/ Daniel Lippincott
	Name:	Daniel Lippincott, CFA
	Title:	Director of Investment Personnel and Sr. Tax-Sensitive Portfolio Manager

	/s/ George W. Karpus
	GEORGE W. KARPUS