13D Filing: Karpus Management, Inc. and Mfs Investment Grade Municipal Trust (NYSE:CXH)

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 2,687,046

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 NEW YORK
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 199,016*

Item 1.

Security and Issuer.

Item 2.

Identity and Background.

Item 3.

Source and Amount of Funds or Other Consideration.

Item 4.

Purpose of Transaction.

Item 5.

Interest in Securities of the Issuer.

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

Nature of the Transaction

Securities Purchased/(Sold)

Price Per Share($)

Date of Purchase / Sale

Purchase of Common Stock	3,000	$9.51	2/14/2017
Sale of Common Stock	(75)	$9.48	2/21/2017
Purchase of Common Stock	13,489	$9.55	2/27/2017
Purchase of Common Stock	33,991	$9.58	2/28/2017
Purchase of Common Stock	3,714	$9.52	3/2/2017
Purchase of Common Stock	92	$9.43	3/3/2017
Purchase of Common Stock	12,635	$9.48	3/7/2017
Purchase of Common Stock	35,400	$9.45	3/9/2017
Purchase of Common Stock	2,700	$9.58	3/22/2017
Sale of Common Stock	(100)	$9.64	3/27/2017
Purchase of Common Stock	9,500	$9.65	3/29/2017
Sale of Common Stock	(200)	$9.68	4/3/2017
Sale of Common Stock	(1,400)	$9.66	4/4/2017

This letter shall serve as notice to the MFS Investment Grade Municipal Trust (“CXH” or the “Fund”), as to Karpus Management, Inc.’s (“Karpus”) timely submittal of a shareholder proposal pursuant to Rule 14a-8 of the Securities Exchange Act of 1934 for presentation to CXH shareholders at the Fund’s next annual shareholders’ meeting anticipated to be held in October 2017, or any postponement or adjournment thereof (the “Meeting”).

Karpus’ non-binding 14a-8 shareholder proposal (the “Proposal”) is as follows:

BE IT RESOLVED, the shareholders of the MFS Investment Grade Municipal Trust (“CXH” or the “Fund”) request that the Board of Trustees promptly consider authorizing a self-tender offer for all outstanding common shares of the Fund at or close to net asset value (“NAV”). If more than 50% of the Fund’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 Fund to an open-end mutual fund or exchange traded fund.

Supporting StatementClosed-end funds trade as a function of supply and demand. As such, many factors weigh into whether market participants deem a fund worthy of being a part of their portfolio. With respect to CXH, because of the Fund’s persistent discount and relatively low trading volume, one could conclude that there is a substantial lack of overall demand.

Fortunately, closed-end fund boards have tools to address such issues. In fact, many funds, such as CXH, have language in their prospectus to address persistent discounts. The Fund’s prospectus states: “the trust may repurchase its shares from time to time in the open market or otherwise as and when it is deemed advisable by the trustees.” The prospectus further provides language where shareholder can ask the Trustees to put forth an open-ending proposal if certain conditions are met.

Despite having this language, to our knowledge we are not aware of any such actions being taken for the Fund’s common shares. As an investor, we cannot understand why the Trustees would not take more aggressive or committed measures to address the Fund’s persistent discount.

The Fund’s own prospectus anticipates that it may need to take action from time to time to reduce a persistent discount. Now is clearly that time. Our proposal, if approved and implemented, would take steps toward the type of action that it doesn’t appear the Trustees are willing to consider on behalf of shareholders. If put in place and a majority of outstanding shares are tendered, this would indicate that shareholders do not support the Fund continuing in its closed-end fund format.

Even though the Board is likely to come up with a wide range of excuses as to why they have not implemented actions like those we are proposing, MFS’ own proxy guidelines state they will: “support proposals to institute share repurchase plans in which all shareholders have the opportunity to participate on an equal basis. Such plans may include a company acquiring its own shares in the open market, or a company making a tender offer to its own shareholders.”

Why do they not hold themselves to the same standards that they hold for their portfolios’ investments?

Please vote FOR Karpus’ Proposal and tell our Fund’s Trustees that you want them to take action to narrow CXH’s discount and offer shareholders liquidity at or near net asset value for their shares.

END OF PROPOSALAs is required by Rule 14a-8, attached as Exhibits 1 and 2 are letters from U. S. Bank N.A. and the “record” holder of the referenced shares, verifying that the referenced shares were continuously and beneficially owned, and had a market value of $2,000 or more, for at least a one year period prior to the date of the submittal of the above Proposal. Karpus intends to hold the shares referenced through the date of the Meeting.

Please advise us immediately if this notice is deficient in any way or if any additional information is required so that Karpus may promptly provide it in order to cure any deficiency.

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Exhibit 1
U.S. Bank N.A. Letter

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Exhibit 2
Cede & Co. Letter

In accordance with Rule 13d-1(k)(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.

April 12, 2017