TENDER OFFER AND STANDSTILL AGREEMENTTender Offer and Standstill Agreement • October 6th, 2023 • MFS Investment Grade Municipal Trust • New York
This Tender Offer and Standstill Agreement (the “Agreement”) is made and entered into effective as of the 23th day of August 2023, by and among MFS Investment Grade Municipal Trust (“CXH” or the “Fund”) 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 Bulldog Investors, LLP, d/b/a Bulldog Investors, having its principal place of business at 250 Pehle Avenue, Saddle Brook, NJ 07663, and its employees and “affiliated persons” (as that term is defined in the Investment Company Act of 1940) (collectively “Bulldog”) (the Fund Parties and Bulldog are each referred to as a “Party” and, collectively, the “Parties”), on behalf of Special Opportunities Fund and any other clients of Bulldog which have an interest in the Fund (or may have an interest in the Fund for the duration of this Agreement) and for which Bulldog has discretionary authority to act on the
