The following constitutes Amendment No. 4 ("Amendment No. 4") to the Schedule 13D filed by the undersigned. This Amendment amends the original Schedule 13D as specifically set forth.
Item 3. Source and Amount of Funds or Other Considerations. KIM, an independent investment advisor, has accumulated 12,049,977 shares of MIN on behalf of accounts that are managed by KIM (the Accounts) under limited powers of attorney, which represents 10.34% 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 MIN fit the investment guidelines for various Accounts. Shares have been acquired since September 20, 1990. Item 5. Interest in Securities of the Issuer. (a) As of the date of this Report, KIM represents beneficial ownership of 12,049,977 shares or 10.34% of the outstanding shares. George W. Karpus presently owns 7,850 shares. Mr. Karpus purchased shares on June 28, 1991 at $7.75 (900 shares), March 31, 2005 at $6.36 (1700 shares), December 18, 2006 at $6.15 (1310 shares), December 19, 2006 at $6.14 (170 shares), March 7, 2007 at $6.21 (400 shares), March 13, 2007 at $6.2 (200 shares), March 15, 2007 at $6.21 (500 shares), March 16, 2007 at $6.19 (60 shares), April 12, 2007 at $6.2 (1600 shares), April 16, 2007 at $6.21 (11,300 shares), April 17, 2007 at $6.22 (10,250 shares), April 19, 2007 at $6.22 (10,510 shares), April 20, 2007 at $6.02 (15 shares), April 27, 2007 at $6.19 (1310 shares), May 1, 2007 at $6.2 (675 shares), May 2, 2007 at $6.2 (2150 shares), May 3, 2007 at $6.21 (850 shares), May 4, 2007 at $6.22 (450 shares), May 7, 2007 at $6.21 (7750 shares), May 8, 2007 at $6.2 (4700 shares), May 9, 2007 at $6.17 (700 shares), May 11, 2007 at $6.15 (710 shares), May 18, 2007 at $6.04 (10 shares), May 23, 2007 at $6.09 (320 shares), May 30, 2007 at $6.1 (9150 shares), July 5, 2007 at $6.01 (25 shares), July 10, 2007 at $6.05 (75 shares), October 12, 2007 at $6.05 (90 shares), October 31, 2007 at $6.19 (775 shares), November 1, 2007 at $6.15 (25 shares), November 2, 2007 at $6.19 (200 shares), November 5, 2007 at $6.16 (65 shares), November 27, 2007 at $6.16 (400 shares), November 29, 2007 at $6.1 (15 shares), November 30, 2007 at $6.07 (10 shares), December 5, 2007 at $6.16 (25 shares), December 7, 2007 at $6.18 (70 shares), December 12, 2007 at $6.06 (15 shares), December 13, 2007 at $6.1 (55 shares), March 14, 2008 at $6.15 (670 shares), May 14, 2008 at $6.28 (20 shares), and on May 15, 2008 at $6.27 (120 shares). Mr. Karpus sold shares on July 9, 1991 at $7.99 (100 shares), April 7, 1992 at $8.12 (800 shares), November 13, 2007 at $6.11 (13,375 shares), November 14, 2007 at $6.09 (4225 shares), November 15, 2007 at $6.06 (725 shares), November 16, 2007 at $6.08 (13,130 shares), November 19, 2007 at $6.07 (13,340 shares), November 20, 2007 at $6.07 (16,205 shares), May 29, 2008 at $6.35 (50 shares), May 30, 2008 at $6.36 (50 shares), and on June 3, 2008 at $6.37 (475 shares). Jo Ann Van Degriff presently owns no shares. Ms. Van Degriff purchased shares on April 12, 2007 at $6.19 (100 shares), April 16, 2007 at $6.21 (1000 shares), April 17, 2007 at $6.21 (925 shares), April 19, 2007 at $6.22 (960 shares), April 20, 2007 at $6.02 (10 shares), May 1, 2007 at $6.18 (50 shares), May 2, 2007 at $6.19 (200 shares), May 3, 2007 at $6.21 (100 shares), May 4, 2007 at $6.2 (50 shares), May 7, 2007 at $6.21 (675 shares), May 8, 2007 at $6.2 (400 shares), May 9, 2007 at $6.16 (65 shares), May 11, 2007 at $6.13 (60 shares), and on May 23, 2007 at $6.07 (30 shares). Ms. Van Degriff sold shares on November 13, 2007 at $6.11 (1025 shares), November 14, 2007 at $6.1 (325 shares), November 15, 2007 at $6.08 (50 shares), November 16, 2007 at $6.08 (990 shares), November 19, 2007 at $6.08 (1010 shares), November 20, 2007 at $6.08 (1225 shares). Sophie Karpus presently owns 7,545 shares. Mrs. Karpus purchased shares on September 26, 1990 at $7.63 (1000 shares), June 14, 1993 at $7.25 (1000 shares), December 18, 1995 at $6.62 (300 shares), November 2, 2004 at $6.59 (1800 shares), August 9, 2006 at $6.09 (35 shares), December 14, 2006 at $6.16 (1070 shares), March 7, 2007 at $6.21 (1700 shares), April 23, 2007 at $6.19 (200 shares), April 24, 2007 at $6.18 (75 shares), April 25, 2007 at $6.18 (55 shares), April 26, 2007 at $6.16 (25 shares), May 11, 2007 at $6.13 (50 shares), May 16, 2007 at $6.1 (25 shares), July 10, 2007 at $6.02 (25 shares), October 30, 2007 at $6.17 (275 shares), October 31, 2007 at $6.19 (500 shares), November 1, 2007 at $6.15 (25 shares), November 2, 2007 at $6.18 (150 shares), November 5, 2007 at $6.16 (50 shares), November 21, 2007 at $6.11 (425 shares), November 26, 2007 at $6.13 (55 shares), December 19, 2007 at $6.02 (30 shares), January 18, 2008 at $6.26 (400 shares), March 4, 2008 at $6.28 (300 shares), March 6, 2008 at $6.34 (30 shares), March 7, 2008 at $6.36 (80 shares), March 12, 2008 at $6.19 (75 shares), March 14, 2008 at $6.14 (100 shares), April 21, 2008 at $6.24 (75 shares) and on April 22, 2008 at $6.23 (50 shares). Mrs. Karpus sold shares on March 11, 1992 at $8.25 (1000 shares), November 17, 1994 at $6.51 (200 shares), November 28, 1994 at $6.63 (300 shares), November 30, 1994 at $6.62 (300 shares), November 6, 1998 at $7.01 (250 shares), August 12, 1999 at $6.32 (125 shares), December 13, 1999 at $6.23 (25 shares), December 14, 1999 at $6.2 (100 shares), May 29, 2008 at $6.35 (25 shares), May 30, 2008 at $6.36 (50 shares), June 4, 2008 at $6.38 (25 shares), June 6, 2008 at $6.39 (10 shares), and on June 10, 2008 at $6.32(25 shares). Karpus Management, Inc. presently owns no shares. Karpus Management, Inc. purchased shares on October 3, 1991 at $7.88 (1500 shares), December 21, 1992 at $7.13 (2000 shares), April 12, 2007 at $6.2 (200 shares), April 16, 2007 at $6.21 (1100 shares), April 17, 2007 at $6.21 (1050 shares), April 19, 2007 at $6.22 (1080 shares), May 1, 2007 at $6.19 (75 shares), May 2, 2007 at $6.19 (225 shares), May 3, 2007 at $6.21 (100 shares), May 4, 2007 at $6.2 (50 shares), May 7, 2007 at $6.21 (775 shares), May 8, 2007 at $6.2 (450 shares), May 9, 2007 at $6.16 (75 shares). Karpus Management, Inc. sold shares on April 7, 1992 at $8.12 (1500 shares), August 16, 1993 at $7.62 (2000 shares), November 13, 2007 at $6.11 (1150 shares), November 14, 2007 at $6.1 (350 shares), November 15, 2007 at $6.08 (50 shares), November 16, 2007 at $6.08 (1125 shares), November 19, 2007 at $6.08 (1130 shares) and on November 20, 2007 at $6.08 (1375 shares). Karpus Investment Management Defined Benefit Plan presently owns 20,315 shares. The Defined Benefit Plan purchased shares on May 3, 2004 at $6.52 (550 shares), June 21, 2004 at $6.35 (1000 shares), April 27, 2006 at $6.08 (350 shares), May 1, 2006 at $6.06 (75 shares), May 2, 2006 at $6.03 (20 shares), May 3, 2006 at $6.07 (675 shares), May 16, 2006 at $6.03 (380 shares), August 9, 2006 at $6.09 (35 shares), March 6, 2007 at $6.2 (200 shares), March 7, 2007 at $6.21 (3600 shares), March 8, 2007 at $6.18 (100 shares), March 12, 2007 at $6.2 (100 shares), March 13, 2007 at $6.2 (300 shares), March 15, 2007 at $6.21 (1150 shares), March 16, 2007 at $6.2 (120 shares), March 20, 2007 at $6.18 (50 shares), March 30, 2007 at $6.02 (5 shares), April 5, 2007 at $6.18 (60 shares), April 23, 2007 at $6.19 (1100 shares), April 24, 2007 at $6.19 (625 shares), April 25, 2007 at $6.2 (510 shares), April 26, 2007 at $6.18 (50 shares), May 11, 2007 at $6.14 (125 shares), May 23, 2007 at $6.06 (25 shares), June 13, 2007 at $5.97 (75 shares), July 5, 2007 at $6.01 (25 shares), July 10, 2007 at $6.02 (25 shares), August 24, 2007 at $6.09 (2400 shares), September 4, 2007 at $6.08 (75 shares), October 30, 2007 at $6.18 (725 shares), October 31, 2007 at $6.19 (1575 shares), November 1, 2007 at $6.17 (50 shares), November 2, 2007 at $6.19 (425 shares), November 5, 2007 at $6.17 (150 shares), November 21, 2007 at $6.11 (1150 shares), November 26, 2007 at $6.14 (190 shares), December 19, 2007 at $6.04 (110 shares), December 21, 2007 at $6.06 (150 shares), January 18, 2008 at $6.26 (1025 shares), March 4, 2008 at $6.38 (845 shares), March 6, 2008 at $6.36 (90 shares), March 7, 2008 at $6.37 (235 shares), March 12, 2008 at $6.19 (150 shares), and on March 14, 2008 at $6.14 (270 shares). The Defined Benefit Plan sold shares on May 29, 2008 at $6.35 (125 shares), May 30, 2008 at $6.36 (150 shares), June 4, 2008 at $6.38 (75 shares), June 5, 2008 at $6.38 (25 shares), June 6, 2008 at $6.39 (30 shares), June 9, 2008 at $6.37 (25 shares), June 10, 2008 at $6.32 (50 shares), June 11, 2008 at $6.26 (25 shares), June 12, 2008 at $6.23 (25 shares), June 17, 2008 at $6.25 (25 shares), June 19, 2008 at $6.24 (25 shares), June 25, 2008 at $6.26 (25 shares), and on June 27, 2008 at $6.28 (25 shares). Karpus Investment Management Profit Sharing Plan presently owns 40,105 shares. March 29, 1996 at $6.5 (1000 shares), June 8, 2004 at $6.4 (1500 shares), June 17, 2004 at $6.33 (750 shares), June 27, 2006 at $6.02 (1750 shares), November 30, 2006 at $6.16 (1300 shares), December 21, 2006 at $6.15 (1000 shares), February 28, 2007 at $6.19 (3000 shares), April 20, 2007 at $6.22 (1350 shares), September 4, 2007 at $6.07 (500 shares), September 5, 2007 at $6.07 (4900 shares), November 14, 2007 at $6.09 (5160 shares), November 16, 2007 at $6.07 (1935 shares),February 4, 2008 at $6.36 (15,000 shares), March 14, 2008 at $6.15 (6,450 shares), and on September 17, 2008 at ($5.75). The Profit Sharing Plan sold shares on September 5, 1996 at $7 (1000 shares), May 29, 2008 at $6.35 (325 shares), May 30, 2008 at $6.36 (375 shares), June 4, 2008 at $6.38 (225 shares), June 5, 2008 at $6.38 (100 shares), June 6, 2008 at $6.39 (90 shares), June 9, 2008 at $6.37 (75 shares), June 10, 2008 at $6.32 (150 shares), June 11, 2008 at $6.26 (50 shares), June 12, 2008 at $6.23 (75 shares), June 17, 2008 at $6.25 (50 shares), June 19, 2008 at $6.24 (50 shares), June 25, 2008 at $6.26 (50 shares), June 26, 2008 at $6.26 (25 shares), June 27, 2008 at $6.28 (25 shares), June 9, 2009 at $6.50 (600 shares), June 10, 2009 at $6.48 (150 shares), June 12, 2009 at $6.46 (400 shares), June 16, 2009 at $6.46 (1600 shares), June 24, 2009 at $6.48 (200 shares), and on June 25, 2009 at $6.52 (200 shares). None of the other principals of KIM presently own shares of MIN. (b) KIM has the sole power to dispose of and to vote all of such Shares under limited powers of attorney. (c) Open market purchases for the last 60 days for the Accounts. There have been no dispositions and no acquisitions, other than by such open market purchases:
Karpus Management, Inc. By: /s/ Name: Cody B. Bartlett Jr., CFA Title: Managing Director of Investments Date: July 9, 2009
Nomination Letter Submitted to the Fund
Transmitted April 30, 2009
Mark N. Polebaum, Esq. April 30, 2009 General Counsel/Executive Vice President MFS Investment Management 500 Boylston Street Boston, Massachusetts 02116-3741 Re: MFS Intermediate Income Trust (NYSE: MIN) Mr. Polebaum:This letter shall serve to satisfy the advance notice requirements of Article III, Section 8 of the Master Amended and Restated Bylaws (the "Bylaws") of MIN and the Nominating Committee Charter, adopted as of July 20, 2004, as to the nomination by Karpus of eight (8) nominees for election to the Board of Directors of MIN (the "MIN Board") at the next annual meeting of MIN shareholders anticipated to be held in October 2009 or any postponement or adjournment thereof (the "Meeting"). We feel that we should have representation on the Board due to the fact that we are the largest Fund Shareholder and we are very long-term investors in the Fund. We believe that our nominees' independent input on the Board could be very valuable to the future performance of the Fund and to ensuring that the discount to net asset value of the Fund continues to be properly managed. Through this Notice, Karpus hereby nominates and notifies you of his intent to nominate Messrs. Cohen, Doyle, Goldstein, Lessard, Logan, Orvieto, Pike, and Regan as nominees (the "Nominees") to be elected to the MIN Board at the Meeting. Pursuant to the Fund's DEF14A filed on August 21, 2008, Karpus believes that the terms of eight (8) directors currently serving on the MIN Board expire at the Meeting. To the extent there are in excess of eight (8) vacancies on the MIN Board to be filled by election at the Meeting or MIN increases the size of the MIN Board above its existing size, Karpus reserves the right to nominate additional nominees to be elected to the MIN Board at the Meeting. Additionally, if this Notice shall be deemed for any reason to be ineffective with respect to the nomination of any of the Nominees at the Meeting, or if any individual Nominee shall be unable to serve for any reason, this Notice shall continue to be effective with respect to the remaining Nominee(s) and as to any replacement Nominee(s) selected by Karpus. The information concerning the Nominees required by Article III, Section 8 of the Bylaws and by the Nominating Committee Charter, adopted as of July 20, 2004, is set forth below:
Sincerely, /s/ Cody B. Bartlett Jr., CFA Managing Director of Investments