MFS Amends Shareholder Agreement for MFS Investment Grade Municipal Trust
Agreement Amendment: MFS Investment Management has amended an agreement with a major shareholder of the MFS Investment Grade Municipal Trust, extending the deadline for meeting a trading discount threshold until December 31, 2025, which could trigger a liquidity event if not met.
Forward-Looking Statements: The press release includes cautionary statements regarding forward-looking information that may not guarantee future results and emphasizes the investment risks associated with the Fund's shares.
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- Cash Tender Offer: MFS Investment Grade Municipal Trust has initiated a cash tender offer to purchase up to 50% of its outstanding common shares at 99% of the net asset value per share, reflecting the company's commitment to shareholder returns.
- Offer Expiration Date: The tender offer will expire at 5:00 PM on May 12, 2026, and if the number of shares tendered exceeds the maximum, shares will be purchased on a pro-rata basis, ensuring fairness and protecting shareholder interests.
- Important Document Disclosure: Shareholders are urged to carefully read the tender offer statement and related documents filed with the SEC to obtain crucial information about the tender offer, ensuring informed decision-making.
- Fund Background Information: The Fund is a closed-end investment company advised by MFS Investment Management, managing $622.2 billion in assets, demonstrating its strong market presence and influence.
- Fund Reorganization Approval: Shareholders of MFS High Income Municipal Trust, MFS High Yield Municipal Trust, and MFS Investment Grade Municipal Trust have approved their reorganization into MFS Municipal Income Trust, reflecting shareholder support for optimizing investment structures and expected to enhance overall fund management efficiency.
- New Investment Adviser Appointment: Following the reorganization, abrdn Inc. has been appointed as the new investment adviser for MFS Municipal Income Trust, aiming to leverage its expertise to improve investment returns and strengthen the fund's competitive position in the market.
- New Board Members Election: The board of MFS Municipal Income Trust will add five new trustees, intended to bring diverse perspectives and experiences to better navigate market changes and drive the fund's long-term growth.
- Additional Share Issuance: To support the reorganization, MFS Municipal Income Trust will issue additional common shares, a move that not only helps to strengthen the capital base but also provides funding for future investment opportunities.

Investment Grade Announcement: The Municipal Trust has announced an optional partial redemption of preferred shares.
Details of Redemption: This redemption allows for the buyback of a portion of the preferred shares, enhancing the trust's financial flexibility.
- Adjournment of Meetings: MFS Investment Management announced the adjournment of special shareholder meetings for four Target Funds to April 2, 2026, to solicit additional shareholder votes for reorganization proposals, ensuring maximum shareholder interests are considered.
- Reorganization Approval: On December 10, 2025, the Board unanimously approved the reorganization proposals, recommending shareholders vote in favor of merging the Target Funds into the Surviving Fund to enhance investment management efficiency and resource allocation.
- Cash Tender Offer Plan: MFS authorized CMU and CXH to conduct cash tender offers for up to 50% of their outstanding shares at 99% of their net asset value, announced on March 4, 2026, aimed at enhancing shareholder returns and boosting market confidence.
- New Investment Adviser Appointment: The Board of the Surviving Fund approved a new investment management agreement with Aberdeen and nominated five new trustees, aiming to improve governance and investment management capabilities post-reorganization.
- Distribution Announcement: MFS Investment Management has announced monthly distributions for several closed-end funds, with declaration dates set for February 2, 2026, ex-dividend and record dates on February 17, 2026, and payable dates on February 27, 2026, ensuring timely information for investors.
- Distribution Amount Overview: For instance, the MFS® High Yield Municipal Trust (NYSE:CMU) will distribute $0.01650 per share, while the MFS® High Income Municipal Trust (NYSE:CXE) will distribute $0.0180 per share, reflecting the varying income capabilities and investment strategies of different funds.
- Managed Distribution Plan: Some funds have adopted a managed distribution plan, which allows for distributions from long-term capital gains or return of capital if monthly investment income is insufficient, a strategy that aims to maintain distribution levels and may impact market performance.
- Investor Notification Mechanism: Whenever a distribution includes non-net investment income, the fund will issue a notice to shareholders and a press release detailing the distribution amounts and composition, ensuring transparency and aiding investors in making informed decisions.

- Reorganization Plan: MFS Investment Management announced the reorganization of MFS High Income Municipal Trust, MFS High Yield Municipal Trust, and MFS Investment Grade Municipal Trust into MFS Municipal Income Trust, aimed at increasing fund scale and liquidity, which may help reduce the discount to net asset value per share over time.
- Shareholder Voting: A special meeting is tentatively scheduled for March 11, 2026, to seek approval from common and preferred shareholders of each Target Fund for the proposed reorganizations, ensuring maximization of shareholder interests.
- New Investment Adviser: Following the reorganizations, Aberdeen Investments will be appointed as the new investment adviser, expected to enhance management efficiency and investment returns, thereby strengthening market competitiveness.
- Board Changes: The reorganization will also involve the election of five new trustees, ensuring optimized governance structures and professional decision-making to support the long-term strategic development of the funds.






