UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549SCHEDULE 13D/A
(Amendment No. 2)
Under the Securities Exchange Act of 1934MFS InterMarket Income Trust (CMK)
(Name of Issuer)Common Stock
(Title of Class of Securities)59318R103
(CUSIP Number)George W. Karpus, President
Karpus Management, Inc.,
d/b/a Karpus Investment Management
183 Sully's Trail
Pittsford, New York 14534
(585) 586-4680
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)July 31, 2015
(Date of Event which Requires Filing of this Statement)If the filing person has previously filed a statement on Schedule 13G
to report the acquisition that is the subject of this Schedule 13D,
and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or
240.13d-1(g), check the following box.
CUSIP No.: 59318R103
1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).Karpus Management, Inc., d/b/a Karpus Investment Management
I.D. #16-1290558
2. Check the Appropriate Box if a Member of a Group (See Instructions)(a)
(b) X
3. SEC Use Only
4. Source of Funds (See Instructions)AF
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)N/A
6. Citizenship or Place of OrganizationNew York
Number of Shares Beneficially Owned by Each reporting Person With:7. Sole Voting Power1,485,5768. Shared Voting PowerN/A9. Sole Dispositive Power1,485,57610. Shared Dispositive PowerN/A
11. Aggregate Amount Beneficially Owned by Each Reporting Person1,485,576
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)N/A
13. Percent of Class Represented by Amount in Row (11)13.86%
14. Type of Reporting Person (See Instructions)IA
Item 1. Security and Issuer.
MFS InterMarket Income Trust
MFS Funds,
500 Boylston Street,
Boston, MA 02116
Item 2. Identity and Background.(a) Karpus Management, Inc., d/b/a Karpus Investment Management (“KIM”).
(b) The address of KIM’s principal place of business and principal office is: 183 Sully’s Trail, Pittsford, New York 14534.
(c) Principal business and occupation - Investment management for individuals, pension plans, profit sharing plans, corporations, endowments, trusts and others.
(d) None of the Principals or KIM has been convicted in the past 5 years of any criminal proceeding (excluding traffic violations).
(e) During the last 5 years none of the Principals or KIM has been a party to a civil proceeding as a result of which any of them is subject to a judgment, decree, or final order enjoining future violations of or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f) Each of the Principals is a United States citizen. KIM is a New York corporation.
Item 3. Source and Amount of Funds or Other Considerations.KIM, an independent investment advisor, has accumulated 1,485,576 shares of MFS InterMarket Income Trust on behalf of accounts that are managed by KIM (the “Accounts”) under limited powers of attorney, which represents 13.86% of the outstanding shares. All funds that have been utilized in making such purchases are from such Accounts.
Item 4. Purpose of Transaction.KIM has purchased Shares for the Accounts for investment purposes. However, KIM reserves the right to contact management with regard to concerns that they have with respect to the Fund. This may include letters to the Board and/or other communications with Fund management. Being an independent registered investment advisor, with a specialty focus in closed end funds, the profile of MFS InterMarket Income Trust fits the investment guidelines for various Accounts. Shares have been acquired since November 14, 2012.
Item 5. Interest in Securities of the Issuer.(a) As of the date of this Report, KIM represents beneficial ownership of 1,485,576 shares or 13.86% of the outstanding shares.
Karpus Investment Management Defined Benefit Plan presently owns 14,300 shares
Karpus Investment Management Profit Sharing Plan presently owns 14,565 shares
None of the other principals of KIM presently own shares of MFS InterMarket Income Trust.
(b) KIM has the sole power to dispose of and to vote all of such Shares under limited powers of attorney.
(c) Open market transactions for the last 60 days for the Accounts. There have been no dispositions and no acquisitions, other than by such open market transactions:
Date Shares Price Per Share
6/3/2015 (1,900) $8.65
6/8/2015 (2,200) $8.57
6/29/2015 (3,200) $8.35
7/1/2015 15 $8.48
7/17/2015 (158,800) $8.68
7/21/2015 (27,350) $8.66
7/22/2015 (806,700) $8.64
7/23/2015 (28,200) $8.73
7/27/2015 (3,300) $8.70
7/29/2015 (387) $8.70
7/30/2015 (3,975) $8.66
7/31/2015 (2,605) $8.68
The Accounts have the right to receive all dividends from, and any proceeds from the sale of the Shares. None of the Accounts has an interest in Shares constituting more than 5% of the Shares outstanding.Item 6. Contracts, Arrangements, Understandings, or Relationships with Respect to Securities of the Issuer.Except as described above, there are no contracts, arrangements, understandings or relationships of any kind among the Principals and KIM and between any of them and any other person with respect to any of MFS InterMarket Income Trust securities.Item 7. Materials to be Filed as Exhibits.As is indicated in Item 4, above, KIM has purchased MFS InterMarket Income Trust for the Accounts for investment purposes. However, KIM has reserved the right to contact management with regard to concerns that they have with respect to the Fund, including letters to the Board and/or other communications with fund management. Accordingly, KIM sent letters to the Fund, copies of which are attached.SIGNATUREAfter reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete, and correct.
Karpus Management, Inc.
By: /s/
Name: Daniel Lippincott
Title: Senior Tax-Sensitive Manager
Date: August 10, 2015
EXHIBIT 1
VIA OVERNIGHT MAIL
April 23, 2015
Mark N. Polebaum, Secretary and Clerk
MFS Intermarket Income Trust I
111 Huntington Avenue
Boston, Massachusetts 02199
Re: MFS Intermarket Income Trust I ("CMK" or the "Fund")
Mr. Polebaum,
As of April 23, 2015, Karpus Management, Inc., d/b/a Karpus Investment Management ("Karpus") represents beneficial ownership of 2,577,358 common shares (or 24.04% of the outstanding common shares) of the MFS Intermarket Income Trust I ("CMK" or the "Fund"). This percentage is based on 10,717,991 shares outstanding, as listed in the Fund's Annual Report, filed with the U.S. Securities and Exchange Commission in February 2015.
Karpus intends to present the following proposal at the 2015 annual meeting of shareholders, anticipated to be held in October 2015, or any postponements or adjournments thereof (the "Meeting"): PROPOSAL
The investment advisory agreement between the MFS Intermarket Income Trust I and Massachusetts Financial Services Company ("MFS" or the "Manager") shall be terminated.
SUPPORTING STATEMENT
CMK's shares have traded at a significant discount for an extended period of time. Given the nuances of closed-end funds, a persistently wide discount can come from a variety of things. However, in CMK's case we believe the reason for the Fund's persistent discount is simple. We believe it is attributable to subpar performance.
In fact, as of 3/31/2015 CMK has underperformed its stated benchmark, the Barclays U.S. High-Yield Corporate Bond 2% Issuer Capped Index, over 3, 5, 7 and 10-year time periods on both a price and net asset value basis. Over each of these periods, the Fund has underperformed by an average of 1.59% per year for price and 2.93% per year on a net asset value basis (Source: Bloomberg). This is not acceptable.
To combat our argument regarding poor performance, the Fund is likely to ask shareholders to review its performance versus its second, custom created benchmark. If or when the Fund does this, we ask you to consider that on a net asset value basis - which reflects the performance of the investments chosen by the Manager - the Fund has also underperformed their custom benchmark, net of fees, over 5 and 7-year time periods.
Despite the many arguments that the Fund is likely to come up with against our proposal, the simple fact of the matter is that the current manager has not been able to provide attractive long-term performance for the Fund. MFS has been given more than ample time to prove its value to CMK shareholders and we believe it has fallen short of being able to do so.
It is clear that the time for change is now! If you agree and believe CMK should terminate its investment advisory agreement with MFS and replace them with a manager more focused on shareholder value, please vote FOR this proposal.
END OF PROPOSAL
As is required by Rule 14a-8, attached is a letter from U. S. Bank N.A., as well as a written statement from 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 this Proposal. KIM intends to hold the shares referenced in the enclosed attachments through the date of the Meeting.
Please advise us immediately if this notice is deficient in any way or any additional information is required so that we may promptly provide it in order to cure any deficiency.
Sincerely,
Brett D. Gardner
Sr. Corporate Governance Analyst
VIA FEDERAL EXPRESS
June, 25, 2015
Mark N. Polebaum, Secretary and Clerk
MFS Intermarket Income Trust I
111 Huntington Avenue
Boston, Massachusetts 02199
Re: MFS Intermarket Income Trust I ("CMK" or the "Fund")
Mr. Polebaum:
This letter shall serve as notice to the MFS Intermarket Income Trust I ("CMK" or the "Fund"), as to the intention of Karpus Management, Inc., d/b/a Karpus Investment Management ("Karpus") to nominate three (3) nominees (collectively, the "Karpus Nominees" or individually a "Karpus Nominee") for election to the Board of Trustees of CMK (the "CMK Board" or the "Board") at the next meeting of CMK shareholders anticipated to be held in October 2015, or any postponement or adjournment thereof (the "Meeting").
Karpus is shareholder of record of 2,500 shares of common stock of CMK, CUSIP 314162108 (the "Karpus Shares"), which we intend to hold through the date of the Meeting. Such Karpus Shares are registered on the stock transfer books of CMK, through CMK's transfer agent, Computershare, with an address of 250 Royall Street, Canton, Massachusetts 02021. Proof of such share ownership can be seen on Exhibit 1. The Karpus Shares have been continuously held since November 15, 2012.
Pursuant to the Fund's DEF14A filed on August 22, 2014, Karpus believes that the terms of three (3) Trustees currently serving on the CMK Board expire at the Meeting. To the extent there are in excess of three (3) vacancies on the CMK Board to be filled by election at the Meeting, or in the event that CMK increases the size of the CMK Board beyond its existing size or takes any other action with regard to the number of Trustees or the classification of Trustees, Karpus reserves the right to nominate additional nominees to be elected to the CMK Board at the Meeting.
If this notice shall be deemed for any reason to be ineffective with respect to the nomination of any or all of the Karpus Nominees at the Meeting, or if any individual Karpus Nominee shall be unable to serve for any reason, this letter shall continue to be effective with respect to the remaining Karpus Nominee(s) and as to any replacement Karpus Nominee(s) selected by Karpus.
Karpus does not feel that the Board has adequately managed the Fund's discount or the Fund's Investment Adviser, Massachusetts Financial Services Company ("MFS"). Because of this and because we believe that the Karpus Nominees' independent input on the Board could be beneficial to shareholders and shareholder value, through this letter, Karpus hereby notifies you of its intention to nominate Glen T. Insley, Arthur Charles Regan and Dr. Daniel Robeson to be elected to the CMK Board at the Meeting.
The biographical information and consent for each Nominee are attached to this letter as Exhibits 2 and 3, respectively. To the best of Karpus' knowledge, it does not believe that any of the Nominees are an "interested person" of CMK as defined in the Investment Company Act of 1940, nor does Karpus believe that any further information about the Nominees is required. A copy of Karpus' preliminary contested proxy statement is also attached as Exhibit 4.
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 alleged deficiency.
Sincerely,
Brett D. Gardner
Senior Corporate Governance Analyst/Portfolio Manager
cc: Edwin Larkin, Esq.
Exhibit 1
ComputerShare Ownership Verification
Exhibit 2
Karpus Nominees' Information
Name: Glen T. Insley, CFA
Age: 68
Business Address: N/A
Residence Address: 47 Blue Heron Road, Georgetown, South Carolina 29440-7022
Nationality: U.S. Citizen
# and class of shares owned: None
Date of Acquisitions (if applicable) & intent of purchase: N/A
Professional Experience: Mr. Insley is presently retired. Formerly, he worked for Evergreen Investments as a Senior Vice-President/Managing Director Investment Risk Management from 2000-2007. Prior to that, he was a Senior Vice-President/Managing Director of Fixerd Income from 1993-2000, also for Evergreen Investments. Mr. Insley obtained both his Chartered Financial Analyst Designation and his BA from Trinity College in 1980. During his career, Mr. Insley was the Chairman of the Evergreen Funds' Valuation Committee, the Chairman of the Board of Vestaur Securities Corp. (a then AMEX listed closed-end fund that reorganized into an open-end fund in 2005), and he was also a Finance Committee Member of HUM Group Inc./Healthcare Underwriters Mutual Insurance. Mr. Insley's experience with investments, finance, fixed income securities, and closed-end funds make him an ideal candidate to be a Trustee of CMK.
Name: Arthur Charles Regan
Age: 52
Business address: 505 Eighth Avenue, Suite 800, New York, New York 10018
Residence address: 1350 N. Jasmine Avenue, Tarpon Springs, Florida 34689
Nationality: U.S. Citizen
# and class of shares owned: None
Date of acquisitions (if applicable) & intent of purchase: N/A
Professional Experience: Mr. Regan is presently the President & CEO of Regan & Associates, Inc., a NY based proxy solicitation/shareholder services firm founded by him in 1991. He has had numerous articles published on shareholder related matters. He was previously the President of David Francis & Co. and a Vice-President of Morrow & Co., Inc., also proxy solicitation firms. Mr. Regan was also a former outside director and Corporate Secretary for US Wats, Inc. a Pennsylvania-based publicly held telecommunications firm until that firm was merged out of existence. Mr. Regan's extensive experience with shareholder relations, proxy voting, as well as his nearly 25 years experience successfully managing his own firm make him uniquely qualified to be a trustee nominee.
Name: Dr. Daniel Robeson
Age: 52
Business address: c/o Keuka College, 141 Central Avenue, Keuka Park, New York 14478
Residence address: 142 Central Avenue, Keuka Park, New York 14478
Nationality: U.S. Citizen
# and class of shares owned: None
Date of acquisitions (if applicable) & intent of purchase: N/A
Professional Experience: Dr. Robeson is currently the chair of the Division of Business and Management and the Director of Business Analytics for Keuka College. Previously, he was a founding Dean of the School of Management at the Sage Colleges in Troy and Albany. Prior to his academic posts, Dr. Robeson worked as a stockbroker with Morgan Stanley Dean Witter, a banker with Bank of America, and then spent almost 10 years in international business focused on management and quality assurance in large-scale start-up plants in South America for the former American National Can Co. (now Rexam National Beverage, London). Dr. Robeson has a Ph.D. in Management and an MBA from Rensselaer Polytechnic Institute, as well as a BA in Economics from the University of Missouri. He has also presented at a number of conferences on a variety of management-related topics, and has also published and reviewed a number of professional articles. Dr. Robeson's extensive professional and academic experiences make him an ideal candidate for CMK's Board.
Exhibit 3
Karpus Nominees' Consents
Exhibit 4
Karpus Preliminary Contested Proxy Statement
