- Additional Proxy Soliciting Materials (definitive) (DEFA14A)
09 August 2012 - 10:38PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
Filed by the
Registrant
x
Filed by a
Party Other Than the Registrant
¨
Check the
Appropriate Box:
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¨
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Preliminary Proxy Statement
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Confidential for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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x
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Definitive Additional Materials
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Soliciting Material Pursuant to sec. 240.14a-11(c) of sec. 240.14a-12
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MFS CALIFORNIA MUNICIPAL FUND
MFS HIGH INCOME MUNICIPAL TRUST
MFS HIGH YIELD MUNICIPAL TRUST
MFS INVESTMENT GRADE
MUNICIPAL TRUST
MFS MUNICIPAL INCOME TRUST
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(Names of Registrant as Specified in its Charter)
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N/A
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(Name of Person(s) Filing Proxy Statement, if other than the Registrants)
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Payment of Filing Fee (Check the Appropriate Box):
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x
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No fee required
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Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
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1)
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Title of each class of securities to which transaction applies:
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Aggregate number of securities to which transaction applies:
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
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4)
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Proposed maximum aggregate value of transaction:
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Total Fee Paid:
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Fee paid previously with preliminary materials.
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify
the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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1)
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Amount previously paid:
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Form, Schedule or Registration Statement No.:
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Filing Party:
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Date Filed:
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Five MFS Municipal Closed-End Funds Commence Issuer Tender Offers for Auction Rate
Preferred Shares
BOSTON (August 9, 2012)
MFS
®
Municipal Income Trust (NYSE: MFM), MFS
®
Investment Grade Municipal Trust (NYSE: CXH),
MFS
®
California Municipal Fund (NYSE: CCA), MFS
®
High Income Municipal Trust (NYSE: CXE), and
MFS
®
High Yield Municipal Trust (NYSE: CMU) each announced today that it commenced an issuer tender offer for up
to 100% of its outstanding auction rate preferred shares (ARPS) at a price equal to 95% of the ARPS per share liquidation preference of $25,000, or $23,750 per share, plus any unpaid dividends accrued through September 7, 2012, the
expiration date of the tender offers. Additional terms of each tender offer are set forth in the funds tender offer materials, which have been filed with the Securities and Exchange Commission and will be distributed to ARPS holders.
Each funds tender offer is conditioned upon there being validly tendered and not withdrawn at least 70% of its
outstanding ARPS, the successful private placement of new preferred shares, the ARPS holders approval of an amendment to each funds bylaws to replace Standard & Poors with Fitch as a rating agency for the ARPS and certain other
conditions as set forth in each funds offer to purchase and related letter of transmittal. The new preferred shares, if successfully placed, will allow each fund to replace the leverage currently obtained through tendered ARPS with new
preferred shares.
Any questions about the tender offers can be directed either to Warren Antler at AST Fund Solutions, the
information agent for the tender offers, at 212-400-2605, or Justin Miller of MFS at 800-343-2829, ext. 57702.
Any tender
offer will be made only by an offer to purchase, a related letter of transmittal, and related documents, which have been filed with the Securities and Exchange Commission as exhibits to a tender offer statement on schedule TO. The definitive proxy
materials will be mailed by each fund to holders of ARPS on the record date for the special meeting relating to such funds proposed amendment to its bylaws as described above. ARPS holders can obtain the tender offer documents and the
definitive proxy materials free of charge on the Securities and Exchange Commissions website at
www.sec.gov
. In addition, ARPS holders may obtain additional copies of the proxy materials, the offer to purchase and related letter of
transmittal for such fund, without charge, by contacting the information agent for the tender offers at 212-400-2605. ARPS holders should read these documents and related exhibits for the applicable fund carefully as the documents contain important
information about each funds tender offer and proxy solicitation.
MFS Investment Management
®
(MFS
®
) manages $285.0 billion in assets as of July 31, 2012. The company traces its origins to 1924 and the creation of Americas first mutual fund.
###
This release is not a
prospectus, circular or representation intended for use in the purchase or sale of fund shares. Shares of the funds are not FDIC-insured and are not deposits or other obligations of, or guaranteed by, any bank. Shares of the funds involve investment
risk, including possible loss of principal. For more complete information about each fund, including risks, charges, and expenses, please see the funds annual and semi annual shareholder report.
The funds are closed-end funds. Common shares of the funds are only available for purchase/sale on the NYSE at the current market price, except MFS
California Municipal Fund, which is available for purchase/sale on the NYSE/AMEX at the current market price. Common shares may trade at a discount to NAV.
MFS Investment Management
500 Boylston St., Boston, MA 02116
25718.1
Contacts:
MFS Shareholders or
Financial Advisors (investment product information):
Information Agent: AST Fund Solutions, Warren Antler, 212-400-2605,
wantler@astfundsolutions.com
MFS Investment Management: Justin Miller, 800-343-2829, ext. 57702
Media Only:
John Reilly, 617-954-5305,
or Dan Flaherty, 617-954-4256
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