MFS Investment Grade Municipal Trust Seeks Trustee Re-election

TL;DR

**CXH is holding a routine trustee election; vote for the incumbents to maintain stability in fund governance.**

AI Summary

MFS Investment Grade Municipal Trust (CXH) filed a DEF 14A on August 22, 2025, primarily to elect Trustees to its Board. Shareholders will vote on October 2, 2025, at 10:30 a.m. Eastern Time, to elect three Trustees, Maureen R. Goldfarb, Paula E. Smith, and Laurie J. Thomsen, by common and preferred shareholders voting together. Additionally, preferred shareholders will elect two Trustees, John P. Kavanaugh and Maryanne L. Roepke, as a separate class. The Board, currently consisting of 12 Trustees (11 Independent), recommends voting in favor of all nominees. Notably, Laurie J. Thomsen is expected to retire effective December 31, 2025, due to the Board's retirement policy, having reached 20 years of service. The Trust's investment adviser and administrator, Massachusetts Financial Services Company (MFS), provides investment advisory and administrative services, with Michael W. Roberge, Chairman of MFS, serving as an Interested Trustee. The cost for solicitation and voting tabulation services by Computershare is anticipated to be $32,084.

Why It Matters

This DEF 14A filing is crucial for investors as it outlines the proposed leadership for MFS Investment Grade Municipal Trust (CXH), directly impacting governance and oversight. The election of Trustees, particularly the Independent Trustees, is vital for ensuring sound decision-making and fiduciary responsibility, which can influence the fund's long-term performance and risk management. For employees of MFS, the stability of the Board reinforces the strategic direction set by MFS leadership. Customers benefit from a well-governed fund, potentially leading to more consistent returns and better management of municipal bond investments. In a competitive market, strong governance, as demonstrated by a robust and experienced Board, can differentiate CXH from other municipal bond funds, signaling stability and investor confidence.

Risk Assessment

Risk Level: low — The filing primarily concerns the routine election of Trustees, with the Board recommending all nominees. There are no indications of contested elections, significant changes in fund strategy, or financial distress. The anticipated cost of $32,084 for solicitation services is a minor operational expense for a fund of this size.

Analyst Insight

Investors should review the qualifications of the nominated Trustees to ensure they align with their investment philosophy and governance expectations. Given the Board's recommendation and the routine nature of the election, a vote in favor of the proposed slate is generally a low-risk action to maintain continuity in fund oversight.

Key Numbers

• October 2, 2025 — Annual Meeting Date (Date shareholders will vote on Trustee elections)
• 10:30 a.m. — Meeting Time (Eastern Time for the Annual Meeting of Shareholders)
• 12 — Total Trustees (Current and fixed number of Trustees on the Board)
• 11 — Independent Trustees (Number of Independent Trustees on the Board)
• 2028 — Term Expiration Year (Year the term for most elected Trustees will expire)
• December 31, 2025 — Retirement Date (Effective retirement date for Laurie J. Thomsen)
• 20 years — Service Tenure (Length of service for Laurie J. Thomsen triggering retirement policy)
• July 31, 2025 — Record Date (Date for shareholders of record entitled to vote)
• 8,199,220 — Common Shares Outstanding (Number of common shares for MFS Investment Grade Municipal Trust as of July 31, 2025)
• 372 — Preferred Shares Outstanding (Number of preferred shares for MFS Investment Grade Municipal Trust as of July 31, 2025)

Key Players & Entities

• MFS Investment Grade Municipal Trust (company) — Registrant for DEF 14A filing
• Maureen R. Goldfarb (person) — Nominated Trustee
• Paula E. Smith (person) — Nominated Trustee
• Laurie J. Thomsen (person) — Nominated Trustee, retiring December 31, 2025
• John P. Kavanaugh (person) — Nominated Trustee, preferred shareholders only
• Maryanne L. Roepke (person) — Nominated Trustee, preferred shareholders only
• Massachusetts Financial Services Company (company) — Investment adviser and administrator for the Trust
• Michael W. Roberge (person) — Interested Trustee and Chairman of MFS
• Computershare Trust Company, N.A. (company) — Proxy tabulation agent and solicitation services provider
• $32,084 (dollar_amount) — Anticipated cost for solicitation and voting tabulation services

FAQ

Industry Context

The municipal bond fund industry, where MFS Investment Grade Municipal Trust operates, is characterized by its focus on tax-exempt income for investors. These funds are sensitive to interest rate changes and credit quality of municipal issuers. The competitive landscape includes numerous fund providers offering various strategies, from short-term to long-term and high-yield to investment-grade municipal bonds.

Regulatory Implications

As an investment company, MFS Investment Grade Municipal Trust is subject to the Investment Company Act of 1940 and other federal securities laws. Compliance with these regulations is overseen by the Board of Trustees, particularly the Independent Trustees, and involves regular reporting and adherence to policies designed to protect shareholder interests.

What Investors Should Do

1. Vote your proxy.
2. Review the nominees' qualifications.
3. Note the retirement of Laurie J. Thomsen.

Key Dates

• 2025-10-02: Annual Meeting of Shareholders — Shareholders will vote on the election of Trustees.
• 2025-07-31: Record Date — Shareholders of record on this date are entitled to vote at the Annual Meeting.
• 2025-08-22: Proxy Materials Mailing — The Notice of Annual Meeting and Proxy Statement are mailed to shareholders.
• 2025-12-31: Retirement of Trustee Laurie J. Thomsen — Laurie J. Thomsen is retiring due to the Board's retirement policy after 20 years of service.

Glossary

DEF 14A

A Definitive Proxy Statement filed with the SEC, providing detailed information to shareholders about matters to be voted on at an annual meeting. (This filing contains the official notice and details regarding the election of Trustees for MFS Investment Grade Municipal Trust.)

Trustee

A member of the Board of Trustees responsible for overseeing the affairs and management of the Trust. (The primary purpose of this filing is to elect Trustees to the Board.)

Independent Trustee

A Trustee who is not an 'interested person' as defined by the Investment Company Act of 1940, meaning they have no disqualifying business or personal relationship with the Trust or its investment adviser. (The Board of Trustees has 11 Independent Trustees out of a total of 12, indicating a strong emphasis on independent oversight.)

Interested Trustee

A Trustee who is considered an 'interested person' due to certain business or financial relationships with the Trust or its investment adviser. (Michael W. Roberge, Chairman of MFS, is identified as an Interested Trustee.)

Investment Company Act of 1940

A U.S. federal law that regulates the organization and operation of mutual funds and other investment companies. (This Act defines terms like 'interested person' and governs the structure and oversight of investment trusts like MFS Investment Grade Municipal Trust.)

Proxy Statement

A document that the SEC requires companies to provide to shareholders before a shareholder meeting, detailing the issues to be voted on and providing recommendations from the board. (This document solicits shareholder votes for the election of Trustees.)

Computershare

A financial services company that provides services such as proxy tabulation and shareholder meeting support. (Computershare has been engaged to provide solicitation and voting tabulation services for the Trust's annual meeting.)

Year-Over-Year Comparison

This filing is a routine DEF 14A for the annual election of Trustees and does not appear to contain comparative financial data from a prior year's filing. The key information relates to the upcoming shareholder meeting on October 2, 2025, and the specific nominees for the Board of Trustees.

Key Financial Figures

• $32,084 — that the cost of these services will be $32,084 and may increase substantially in the e

Filing Documents

• def14a.htm (DEF 14A) — 1057KB
• img_00fba2f245e54f2.jpg (GRAPHIC) — 9KB
• img_4822c395179e4f3.jpg (GRAPHIC) — 2KB
• img_634e7e7a18bb4f3.jpg (GRAPHIC) — 3KB
• img_a8f69ed185124f3.jpg (GRAPHIC) — 6KB
• img_6c11d538c8f24f5.jpg (GRAPHIC) — 11KB
• 0001741773-25-002969.txt ( ) — 1106KB

To

ITEM 1. To elect Trustees to the Board of Trustees of each Trust as outlined below: a. for each of MFS Charter Income Trust, MFS Government Markets Income Trust, MFS Intermediate High Income Fund, MFS Intermediate Income Trust, and MFS Multimarket Income Trust: i. four Trustees, Maureen R. Goldfarb, Maryanne L. Roepke, Paula E. Smith, and Laurie J. Thomsen, to be elected by common shareholders of each Trust; and b. for each of MFS High Income Municipal Trust, MFS High Yield Municipal Trust, MFS Investment Grade Municipal Trust, and MFS Municipal Income Trust: i. three Trustees, Maureen R. Goldfarb, Paula E. Smith, and Laurie J. Thomsen, to be elected by common and preferred shareholders of each Trust, voting together as a single class; and ii. two Trustees, John P. Kavanaugh and Maryanne L. Roepke, to be elected by preferred shareholders only, voting as a separate class; and

To

ITEM 2. To transact such other business as may properly come before the Meeting and any adjournment(s) or postponement(s) thereof. This notice and the related proxy materials are being mailed to Shareholders on or about August 22, 2025. THE TRUSTEES OF YOUR TRUST RECOMMEND THAT YOU VOTE IN FAVOR OF ITEM 1. It is anticipated that each Trust will hold its Meeting simultaneously with each other Trust. Shareholders of each Trust will vote separately on each item. Only a Trust's shareholders of record as of the close of business on July 31, 2025, will be entitled to receive notice of and to vote at that Trust's Meeting or any adjournment(s) or postponement(s) thereof. By order of the Board of Trustees, CHRISTOPHER R. BOHANE Assistant Secretary and Assistant Clerk August 22, 2025 YOUR VOTE IS IMPORTANT. WE WOULD APPRECIATE YOU PROMPTLY VOTING, SIGNING AND RETURNING THE ENCLOSED PROXY SO THAT IT IS RECEIVED BY THE DATE OF THE MEETING OR RECORDING YOUR VOTING INSTRUCTIONS BY TELEPHONE OR VIA THE INTERNET BY 10:00 A.M., EASTERN TIME, ON THE DATE OF THE MEETING, WHICH WILL HELP AVOID THE ADDITIONAL EXPENSE OF A SECOND SOLICITATION FOR EACH TRUST. THE ENCLOSED ADDRESSED ENVELOPE REQUIRES NO POSTAGE AND IS PROVIDED FOR YOUR CONVENIENCE. MFS CHARTER INCOME TRUST MFS GOVERNMENT MARKETS INCOME TRUST MFS HIGH INCOME MUNICIPAL TRUST MFS HIGH YIELD MUNICIPAL TRUST MFS INTERMEDIATE HIGH INCOME FUND MFS INTERMEDIATE INCOME TRUST MFS INVESTMENT GRADE MUNICIPAL TRUST MFS MULTIMARKET INCOME TRUST MFS MUNICIPAL INCOME TRUST Proxy Statement This Proxy Statement is furnished in connection with the solicitation of proxies by and on behalf of the Board of Trustees of MFS Charter Income Trust, MFS Government Markets Income Trust, MFS High Income Municipal Trust, MFS High Yield Municipal Trust, MFS Intermediate High Income Fund, MFS Intermediate Income Trust, MFS Investment Grade Municipal Trust, MFS Multimarket Income Trust, and MFS Municipal Income Trust, (e

View Full Filing

View this DEF 14A filing on SEC EDGAR