TENDER OFFER AND STANDSTILL AGREEMENTTender Offer and Standstill Agreement • April 3rd, 2018 • MFS Investment Grade Municipal Trust • Massachusetts
Contract Type FiledApril 3rd, 2018 Company JurisdictionThis Tender Offer and Standstill Agreement (the “Agreement”) is made and entered into effective as of the 11 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”).