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 [ ]
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CHECK THE APPROPRIATE BOX:
[ ] Preliminary Proxy Statement
[ ] Confidential for Use of the Commission Only (as permitted
by Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[X] Definitive Additional Materials
[ ] Soliciting Material Pursuant to sec. 240.14a-11(c) or sec. 240.14a-12
MFS(R) INTERMEDIATE INCOME TRUST
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(Name of Registrant as Specified in its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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M F S(R)
INVESTMENT MANAGEMENT
MFS INTERMEDIATE INCOME TRUST
500 BOYLSTON STREET, BOSTON, MASSACHUSETTS, 02116
September 15, 2008
Dear Shareholder:
The fund's annual meeting of shareholders on October 9, 2008 is approaching.
We urge you to immediately vote the enclosed WHITE PROXY CARD to re-elect J.
Atwood Ives, William R. Gutow, Michael Hegarty, and Robert W. Uek as Trustees
of the Trust and to vote AGAINST a shareholder proposal that the Board of
Trustees adopt a policy to conduct periodic tender offers for shares of the
Trust.
Your Trustees are independent, highly qualified and experienced in overseeing
closed-end funds. They have a proven track record of protecting the long-term
interests of all shareholders. Under their direction the fund has delivered
strong total returns to shareholders and implemented strategies to reduce the
discount.
You may receive another proxy card from an investment adviser, Karpus
Management, Inc., seeking board seats. Karpus is an activist hedge fund
manager. We urge you not to vote their proxy as we believe their interests are
entirely self-motivated and inconsistent with yours.
WE ASK YOU TO SUPPORT YOUR BOARD OF TRUSTEES. PLEASE DISCARD ANY GREEN PROXY
CARD SENT TO YOU BY KARPUS.
WHY YOU SHOULD VOTE FOR YOUR BOARD:
o Your fund has delivered strong performance for shareholders. The fund has
OUTPERFORMED its benchmark comparison, the Lipper General Bond Fund - Closed
End average, over the previous one and three year periods. Your Board is
FOCUSED ON SUSTAINABLE AND LONG-TERM PERFORMANCE and is proud of the fund's
strong track record, which benefits ALL shareholders.
|X| The following table shows the average annual total investment return of
your fund (measured at net asset value (NAV) and market price) over the
one- and three-year periods ended July 31, 2008.(1) In each period, your
fund has outperformed the average of similar closed-end bond funds as
measured by Lipper, Inc. (an independent provider of mutual fund data).
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1 YEAR 3 YEARS
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Market Market
NAV Value NAV Value
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MFS Intermediate Income Trust 6.21% 9.63% 4.01% 4.54%
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Lipper General Bond Fund - Closed End 2.65% 1.87% 3.36% 1.31%
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(1) Total returns as of July 31, 2008, based on market price and NAV. The
performance data quoted represent past performance. Past performance is no
guarantee of future results. The investment return will vary and the
principal value of an investment will fluctuate and shares may be worth
more or less than their original cost. Current performance may be lower or
higher than the performance data quoted.
o The Board is working for you and ALL shareholders. Your Board has TAKEN
ACTIONS to enhance net asset value and narrow the discount, demonstrating
your Board's commitment to achieving the fund's investment objective and
long-term interests of all shareholders.
|X| Your Board adopted a level distribution policy in October of 2007 which
calls for annual distributions to shareholders of 8.5% of the net asset
value of the fund. This move was hailed by Karpus as "an effective means
of narrowing a fund's discount to net asset value." Karpus admitted that
the "Board's actions reflect their commitment to [the fund's] discount
to net asset value."
|X| Since the distribution policy became effective on January 1, 2008, the
fund's discount to net asset value has decreased by more than a third,
from 13.76% to 8.21%.(2)
|X| Your Board has implemented strategies to increase the fund's share price
and reduce the discount, and is committed to considering new strategies
to further enhance shareholder value. Your Board will only implement
additional strategies that it believes are in the best long term
interests of ALL shareholders.
YOUR BOARD IS PROTECTING THE FUND FOR YOUR LONG-TERM INTERESTS
WHY YOU SHOULD NOT VOTE FOR KARPUS'S CANDIDATES:
o Karpus's short term interests are not aligned with the interests of all
shareholders. Karpus's strategies are not designed to enhance long-term
performance.
|X| In letters to the Board, Karpus has repeatedly urged us to commence a
significant share buyback and was dismissive of the potentially damaging
consequences of reducing the fund's assets.
|X| Karpus is a SELF-INTERESTED ACTIVIST looking for a quick profit. Within
the past year, Karpus has more than doubled its holdings in the fund,
purchasing shares below NAV, and is now trying to coerce your Board into
adopting a strategy that would enable Karpus to cash-out at a profit,
regardless of that strategy's adverse effects on the fund's remaining
shareholders or its long-term efficacy in narrowing the discount.
o Karpus's annual tender offer strategy is NOT effective and is NOT in your
long-term interests. The primary benefit of the type of share buybacks
proposed by Karpus is to provide short-term liquidity at a price close to
net asset value. However, such a strategy rarely narrows the discount on a
sustained basis and often causes other problems for the fund and its
long-term shareholders (such as increasing expenses and hurting long-term
performance).
|X| We believe such a strategy would be ineffective in narrowing the
discount over the long-term for your fund.
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(2) As of December 31, 2007, the fund's discount to net asset value was 13.76%.
As of September 11, 2008, the discount was 8.21%.
o Karpus's trustee candidates are inexperienced and we believe will represent
Karpus's interest, not the interests of long-term shareholders.
|X| The Board gave every opportunity to the Karpus candidates to demonstrate
their capabilities and qualifications. A sub-committee of the Board's
Nomination and Compensation Committee offered to interview each of
Karpus's candidates. One of the candidates was unavailable to interview
with the sub-committee on any of the three dates offered, even after the
sub-committee offered to conduct the interview via videoconference.
Another candidate did not respond to the sub-committee's request for
additional information and was not interviewed. The other two candidates
were interviewed on August 1, 2008 by the sub-committee. After careful
consideration of each candidate's background and experience, three
members of the sub-committee and five members of the full committee
(none of whom are up for re-election and all of whom are independent
Trustees) came to the conclusion that each of Karpus's candidates IS
JUST NOT QUALIFIED.
|X| None of Karpus's candidates has any experience serving as a trustee of a
closed-end fund that invests in public securities. IN FACT, ONLY ONE OF
KARPUS'S CANDIDATES HAS EVER SERVED ON THE BOARD OF ANY PUBLIC COMPANY
AT ALL.
|X| We believe that, if elected, Karpus's candidates will work to implement
Karpus's short-term strategies at the expense of the fund's long-term
shareholders. In fact, the one Karpus candidate who has ever served on
the board of any public company at all, Mr. Orvieto, served only until
Karpus cashed out its investment.
|X| Your Trustees who are up for reelection are experienced. And they have
been active Trustees - working hard for ALL shareholders.
IF YOU VALUE STRONG PERFORMANCE AND A LONG-TERM APPROACH INTENDED TO
ENHANCE VALUE FOR ALL SHAREHOLDERS - VOTE THE WHITE PROXY CARD!
YOUR BOARD STRONGLY URGES YOU NOT TO SIGN ANY GREEN PROXY CARD YOU MAY RECEIVE
FROM KARPUS. Instead, your Board urges you to sign and date the WHITE PROXY
CARD enclosed with this letter and return it in the envelope provided.
|X| Even if you have previously signed a Karpus proxy card, you should sign,
date and return the enclosed WHITE PROXY CARD. You have the right to
change your vote and only your latest dated proxy vote counts.
|X| If you hold your shares in a brokerage or bank account (in "street
name"), your broker or bank cannot vote your shares this year (as it has
in past routine annual meetings) unless you complete, sign and return
the enclosed WHITE PROXY CARD.
|X| Please do not send back any green proxy card you receive, even to vote
against the Karpus candidates. Doing so will cancel any prior vote you
cast for your Board. Please return only the WHITE PROXY CARD.
Thank you for your time and attention.
Sincerely,
/s/ Robert J. Manning
Robert J. Manning, President
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If you have questions or need assistance voting your shares, please call:
THE ALTMAN GROUP
1200 Wall Street West, 3rd Floor
Lyndhurst, NJ 07071
(866) 207-3648 (TOLL FREE)
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ADDITIONAL INFORMATION
On August 21, 2008, your fund filed with the Securities and Exchange Commission
(SEC) and began mailing to shareholders a notice of annual meeting and a
definitive proxy statement, together with a WHITE PROXY CARD that can be used
to elect your trustee nominees and to vote upon all the proposals expected to
be presented at the annual meeting. BEFORE MAKING ANY VOTING DECISION,
SHAREHOLDERS ARE URGED TO READ THE NOTICE OF ANNUAL MEETING AND PROXY
STATEMENT, AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC WHEN THEY BECOME
AVAILABLE, BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE FUND AND THE
2008 ANNUAL MEETING OF SHAREHOLDERS. Shareholders can obtain additional copies
of the notice of annual meeting and proxy statement, including the WHITE PROXY
CARD, and other documents filed by the fund with the SEC when they become
available, by contacting the fund at MFS Intermediate Income Trust, 500
Boylston Street, Boston, Massachusetts 02116, or by telephone at (617)
954-5182. Copies of the proxy materials may also be requested by contacting our
proxy solicitor, The Altman Group, toll-free at (866) 207-3648. In addition,
documents filed with the SEC by the fund are available free of charge at the
SEC's website at http://www.sec.gov. Your fund and its trustees and executive
officers may be deemed to be participants in the solicitation of the fund's
shareholders in connection with its 2008 annual meeting of shareholders.
Shareholders may obtain information regarding the names, affiliations and
interests of such individuals in the definitive proxy statement.
M F S(R) MFS INVESTMENT MANAGEMENT
INVESTMENT MANAGEMENT MFS(R) INTERMEDIATE INCOME TRUST
500 Boylston Street, Boston, Massachusetts 02116
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF THE TRUST
NOTICE OF THE 2008 ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON OCTOBER 9, 2008
The signer of this proxy card hereby appoints Christopher R. Bohane, Timothy M.
Fagan, Mark D. Fischer, Brian E. Langenfeld, Susan S. Newton, and Susan A.
Pereira and each of them separately, proxies, with power of substitution, and
hereby authorizes each of them to represent, and to vote as designated on the
reverse side, at the Meeting of Shareholders of the above-referenced Trust, on
Thursday, October 9, 2008 at 10:30 a.m. Boston time, and at any adjournment
thereof, all of the shares of the Trust that the undersigned would be entitled
to vote if personally present. Shareholders of the Trust will vote separately
on each item. Only a Trust's shareholders of record on August 4, 2008 will be
entitled to vote at the Trust's Meeting of Shareholders.
YOUR VOTE IS IMPORTANT. WE WOULD APPRECIATE
YOUR PROMPTLY VOTING, SIGNING AND RETURNING THE
ENCLOSED PROXY, WHICH WILL HELP AVOID THE
ADDITIONAL EXPENSE OF A SECOND SOLICITATION FOR
YOUR TRUST. THE ENCLOSED ADDRESSED ENVELOPE
REQUIRES NO POSTAGE AND IS PROVIDED FOR YOUR
CONVENIENCE.
PLEASE FOLD HERE AND RETURN ENTIRE BALLOT - DO NOT DETACH
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MFS(R) INTERMEDIATE INCOME TRUST
2008 ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON OCTOBER 9, 2008
VOTE BY PHONE, BY MAIL OR VIA THE INTERNET! Please be sure to sign and date
------------------------------------------- this proxy. Please sign exactly as
your name appears on this proxy.
CALL: TO VOTE YOUR PROXY BY PHONE, CALL When shares are held by joint
1-866-458-9858 AND ENTER THE tenants, both should sign. When
12-DIGIT CONTROL NUMBER FOUND ON signing as attorney, executor,
THE REVERSE SIDE OF THIS PROXY administrator, trustee, or
BALLOT. THIS TOUCH-TONE VOTING LINE guardian, please give full title
IS AVAILABLE 24 HOURS A DAY, SEVEN as such. If a corporation, please
DAYS A WEEK. sign in full corporate name by
president or other authorized
LOG-ON: TO VOTE ON THE INTERNET GO TO officer. If a partnership, please
WWW.PROXYONLINE.COM AND ENTER THE sign in partnership name by
12-DIGIT CONTROL NUMBER FOUND ON authorized person.
THE REVERSE SIDE OF THIS PROXY
BALLOT. PLEASE MARK YOUR VOTE ON THE
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MAIL: TO VOTE YOUR PROXY BY MAIL, CHECK REVERSE OF THIS PROXY BALLOT.
THE APPROPRIATE VOTING BOX ON THE -----------------------------
REVERSE SIDE OF THIS PROXY BALLOT,
SIGN AND DATE THE BALLOT AND RETURN
IT IN THE ENCLOSED POSTAGE-PAID -----------------------------------
ENVELOPE OR MAIL TO: THE ALTMAN Shareholder sign here
GROUP, P.O. BOX 238, LYNDHURST,
NJ 07071.
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Joint owner sign here
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Date:
IT IS IMPORTANT THAT PROXIES BE VOTED PROMPTLY.
EVERY SHAREHOLDER'S VOTE IS IMPORTANT.
MFS(R) INTERMEDIATE INCOME TRUST
CONTROL NUMBER
123456789123
WE NEED YOUR PROXY VOTE AS SOON AS POSSIBLE. YOUR PROMPT ATTENTION TO THIS
MATTER WILL HELP TO AVOID THE EXPENSE OF FURTHER SOLICITATION.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE SIGNING SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED
FOR PROPOSAL 1 AND AGAINST PROPOSAL 2. IN THEIR DISCRETION, THE PROXIES ARE
AUTHORIZED TO VOTE UPON SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE
MEETING.
THE TRUSTEES OF YOUR TRUST RECOMMEND THAT YOU VOTE
IN FAVOR OF ITEM 1 AND AGAINST ITEM 2
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PLEASE MARK THE BOXES BELOW IN BLUE OR BLACK INK.
PROPOSALS FOR WITHHOLD
1. ELECTION OF DIRECTORS:
01 - J. Atwood Ives [ ] [ ]
02 - William R. Gutow [ ] [ ]
03 - Michael Hegarty [ ] [ ]
04 - Robert W. Uek [ ] [ ]
FOR AGAINST ABSTAIN
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.
3. To transact such other business as may properly come before the Meeting and
any adjournments thereof.
(BARCODE HERE) (TAGID HERE) (CUSIP HERE)