SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549SCHEDULE 14AProxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. _____)
Filed by the Registrant [ ]
Filed by a Party other than the Registrant [ X ]
Check the appropriate box: [ X ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Defininitive Additional Materials
[ ] Soliciting Material Pursuant to ยง 240.14a-12
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[ X ] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
- 1) Title of Each class of securities to which transaction applies:
- 2) Aggregate number of securities to which transaction applies:
- 3) 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):
- 4) Proposed maximum aggregate value of transaction:
- 5) Total fee paid:
D/B/A KARPUS INVESTMENT MANAGEMENT
IN OPPOSITION TO THE SOLICITATION BY THE BOARD OF TRUSTEES OF
500 Boylston Street, Boston, Massachusetts 02116AT THE ANNUAL METING OF SHAREHOLDERS
(To be held on October 9, 2008)
Fellow shareholders:This Proxy Statement and the enclosed GREEN proxy card are being furnished to you, the stockholders of MFS Intermediate Income Trust ("MIN" or the "Fund"), in connection with the solicitation of proxies by Karpus Management, Inc. d/b/a Karpus Investment Management ("KIM" or "Karpus") for use at the at the 2008 Annual Meeting of shareholders of the Fund scheduled to be held at 10:30 a.m. E.S.T. on Thursday, October 9, 2008 at 500 Boylston Street, Boston, Massachusetts 02116, including any adjournments or postponements thereof and any consequent meeting that may be called (the "Meeting").Only the Fund's shareholders of record on August 4, 2008 ("Record Date") will be entitled to receive notice of and to vote at the Fund's Meeting of Shareholders or any adjournment(s) or postponement(s) thereof. The Meeting is being held for the following purposes:
- ITEM 1. To elect Richard W. Cohen, Donald R. Logan, Brad Orvieto and Dwight A. Pike as Trustees of the Fund;
ITEM 2. To act upon, if properly presented at the meeting, a shareholder proposal that the Board of Trustees adopt a policy to conduct periodic tender offers for shares of the Fund;
And to transact such other business as may properly come before the Meeting and any adjournment(s) or postponement(s) thereof.
- 1. To install greater independent representation on the Board in order to align shareholder interests with the actions of the Board;
2. As a means to provide an exit for shareholders that are not in agreement with the Board's recent approval of the decision to change the investment strategy of the Fund; and
3. It is our belief that the proposed tender offers will act as a safeguard to ensure that these recent actions taken by the Board were effective in managing the Fund's wide discount to net asset value.
- Cody B. Bartlett Jr., CFA
Managing Director of Investments
Karpus Management, Inc., d/b/a Karpus Investment Management
183 Sully's Trail
Pittsford, New York 14534
(585) 586-4680
- Richard W. Cohen; Age: 53; Address: c/o Lowey, Dannenberg, Bemporad, Selinger and Cohen, P.C., White Plains Plaza, One North Broadway, White Plains, New York 10601-2310; Nationality: U.S. Citizen; Share Ownership: N/A; Professional Experience: Chief Operating Officer and head of White Plains, NY-based Lowey, Dannenberg, Bemporad, Selinger & Cohen P.C.'s prescription drug litigation and stockholder voting rights law practices, Admitted to practice in New York and Pennsylvania, and is a member of the bars of the U.S. Courts of Appeals for the 1st, 2nd, 3rd, 6th and 11th Circuits; and the U.S. District Court for the Southern and Eastern Districts of New York, the Eastern District of Michigan and the Eastern District of Pennsylvania; Education: Graduate of Georgetown University (A.B. 1977) and the New York University School of Law (J.D. 1980); Directorships/Other: N/ABrad Orvieto; Age: 51; Address: c/o Strategic Asset Management Group, 800 South Andrews Avenue, Suite 204, Fort Lauderdale, Florida 33316; Nationality: U.S. Citizen; Share Ownership: N/A; Professional Experience: Founded Horizon Financial Group, a Financial Planning and Investment Advisory firm, 1985. Horizon Financial Group merged with Strategic Asset Management Group, 1997; Education: University of Miami School of Business (B.B.A, (1979), International Finance and Marketing; Directorships/Other: Certified Financial Planner; Board of Directors, Equus II Inc. (EQS), Broward County Housing Finance Authority-Member and past Chairman, Steering Committee for the Incorporation of the City of Weston, McDonald Family Foundation-Trustee, City of Plantation Comprehensive Planning Board, Anti-defamation League Civil Rights Committee, Broward County Tourist Related Program Grant Panel, Broward County Cultural Arts Grant Panel, Broward County Art in Public Places Steering Committee and Board of Directors-Temple Kol Ami.Donald R. Logan; Age: 50; Address: 4035 Via Laguna, Santa Barbara, California 93110 ; Nationality: U.S. Citizen; Share Ownership: 12,900 shares; Professional Experience: Palmer Capital Corporation, Senior Vice-President, Logan Capital Corporation, Owner, Luz Development and Finance Corporation, Vice-President Project Finance, 1988-1991, Bank of America, Vice-President Specialized Lease Financing Group, 1983-1988, Dean Witter Reynolds Capital Markets Group, Associate in Investment Banking, 1982-1983; Education: University of Chicago, Graduate School of Business, MBA (concentration in Finance and Marketing), Claremont McKenna College, BA, Economics, Cum Laude, 1980 (degrees awarded concurrently under 3+2 program); Directorships/Other: N/A.Dwight A. Pike, CFA; Age: 54; Address: 5 Holly Lane, Pinehurst, North Carolina 28374; Nationality: U.S. Citizen; Share Ownership: N/A; Professional Experience: Pike's Financial Services, LLC, 2000-present, Owner of company specializing in providing accounting, tax, payroll and investment services to individuals and small businesses; Unquowa Partners, 1995-2000, Founding Partner of institutional brokerage business specializing in generating research on small cap companies for institutional clients; Knights of Columbus, 1988-1995 and 1980-1986, Vice-President of Investments managing equity portfolio; Cowen Asset Management, 1986-1988, Vice-President of Portfolio Management before returning to the Knights of Columbus; Mid-Continent Telephone Corporation (predecessor to Alltel), 1978-1980, Financial Analyst; Education/Other: Obtained CFA Designation; College of Wooster, Economics (B.A., 1976) and University of Connecticut (M.B.A., 1977); Directorships/Other: N/A.
- 1. Mandatory tenders at specified periods with force the Fund to sell securities at inappropriate times and may pressure the market price of the securities being sold.Approximately 56% of the Fund's portfolio as of January 31, 2008 was invested in government treasuries and agencies. These securities are extremely liquid and any selling by the Fund would not affect the price of these securities. As to the timing of the sales, it is impossible for anyone to predict the future movement in U.S. interest rates. Therefore, we do not feel that the portfolio manager's performance would be affected by the timing of the sales.2. The open market repurchase program will provide liquidity for departing shareholders.Shares of the Fund already experience ample liquidity with the Fund trading over 300,000 shares daily. Open market repurchases do nothing to allow exiting shareholders to achieve fair value for their investment as is measured by the net asset value of the Fund.3. The Board cites increased expense ratios in the Fund.Should the tender offer be triggered on any calendar year, all shareholders would have the ability to participate in it. The enhanced value of such a tender offer will far outweigh any slight increase in expense ratio over time. Furthermore, the Fund could reduce costs in order to keep the expense ratio at current levels. Also, the proposed tender offer is being conducted at 99% of net asset value in order to compensate for the expenses of the tender offer.
- Karpus Management, Inc., d/b/a Karpus Investment Management
c/o Regan & Associates, Inc.
505 Eighth Avenue, Floor 12A, Suite 800
New York, New York 10018
- 1. FOR all Karpus nominees;
2. FOR Karpus' Shareholder proposal, if properly presented, that proposes the Board of Trustees adopt a policy to conduct periodic tender offers for shares of the Trust;
- Cody B. Bartlett Jr., CFA
Managing Director of Investments
Karpus Management, Inc., d/b/a Karpus Investment Management
183 Sully's Trail
Pittsford, New York 14534
(585) 586-4680
Stockholders of MFS Intermediate Income Trust, in Opposition to the Solicitation by the Board of
Trustees at the Annual Meeting of Stockholders to be held on October 9, 2008
- 1. FOR all Karpus nominees;
2. FOR Karpus' shareholder proposal, if properly presented, that proposes the Board of Trustees adopt a policy to conduct periodic tender offers for shares of the trust;
If voting your proxies would cause there to be a quorum and cause management's director nominees to be elected, then unless Karpus determines that the Board has agreed to afford shareholders truly independent representation on the Board of the Fund, Karpus may not attend the Meeting, may not vote the undersigned's shares proxy, and the shares may not be counted toward a quorum. If you do not believe the foregoing condition is reasonably specified or you unconditionally want your shares to be represented at the Meeting, you should not give us your proxy.AS YOUR FELLOW SHAREHOLDERS, KARPUS RECOMMENDS THAT YOU VOTE FOR ITEM 1 AND FOR ITEM 21. Election of Directors
[ ] FOR ALL Karpus Nominees [ ] FOR Richard W. Cohen [ ] FOR Brad Orvieto [ ] FOR Donald R. Logan [ ] FOR Dwight A. Pike [ ] WITHHOLD AUTHORITY [ ] FOR ALL EXCEPT To withhold authority to vote for certain nominees only, mark "For All Except" and write each such nominee's name on the line below. Name of Director(s) Withholding: _______________________________________________________________________2. To act upon, if properly presented at the Meeting, a shareholder proposal that the Board of Trustees adopt a policy to conduct periodic tender offers for shares of the Trust.
-
[ ] FOR [ ] AGAINST [ ] ABSTAIN
3. To transact such other business as may properly come before the Meeting and any adjournments thereof.**By checking the FOR box below, I authorize Karpus to utilize its discretion to vote, or under specified conditions in Karpus' proxy statement, not vote my shares.
- [ ] FOR [ ] AGAINST [ ] ABSTAIN
Signature of Stockholder:__________________________________ Signature of Stockholder:__________________________________ Date: _____________________________________________ Date: _____________________________________________
Note: Please sign exactly as your name or names appear on this Proxy and return promptly using the enclosed envelope. When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized person.