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:
[ ] 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
-------------------------------------------------------------------------------
(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)(4) 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:
[ ] Fee paid previously with preliminary materials.
[ ] 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.
1) Amount previously paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
-------------------------------------------------------------------------------
M F S(R)
INVESTMENT MANAGEMENT
MFS INTERMEDIATE INCOME TRUST
500 BOYLSTON STREET, BOSTON, MASSACHUSETTS, 02116
September 30, 2008
Dear Fund Shareholder:
TWO LEADING INDEPENDENT PROXY ADVISORY FIRMS RECOMMEND THAT
SHAREHOLDERS VOTE THE WHITE PROXY CARD!
We are happy to announce that ISS Corporate Governance Services, a division of
RiskMetrics Group and Glass Lewis & Co., the two leading independent proxy
advisory firms, are recommending that shareholders vote to re-elect J. Atwood
Ives, William R. Gutow, Michael Hegarty, and Robert W. Uek as independent
Trustees of the Fund and to vote AGAINST a shareholder proposal that the
Trustees adopt a policy to conduct annual tender offers for shares of the Fund.
Please vote today, as the Fund's annual meeting of shareholders will take place
next Thursday, October 9, 2008. We are pleased that these respected,
independent firms agreed that shareholders should support the Fund's Trustees,
and we urge you to immediately VOTE THE ENCLOSED WHITE PROXY CARD.
You may have received a green proxy card from activist hedge fund manager
Karpus Management, Inc., seeking board seats. We urge you to discard their
green proxy card as we believe their interests are entirely self-motivated and
inconsistent with yours.
And we're not alone in recommending that you VOTE THE ENCLOSED WHITE PROXY
CARD:
|X| Both leading independent proxy advisory firms, recommend that you VOTE
THE ENCLOSED WHITE PROXY CARD. These firms are independent from MFS and
the Fund, and hundreds of major institutional investors and other
fiduciaries rely on these firms' independent recommendations.
|X| Both independent firms cited the Fund's strong performance and active
and engaged Board.
|X| RiskMetrics observed that "the Fund's average annual total investment
return, during the one- and three-year periods ended July 31, 2008,
OUTPERFORMED the average of similar closed-end bond funds as measured by
Lipper, Inc." Glass Lewis noted that the Fund's performance "has
generally equaled or surpassed [its] peers in recent periods."
|X| RiskMetrics noted that Board action, specifically "changing the
investment strategy, adopting a level-rate distribution plan and
authorizing the Fund's investment adviser to more aggressively engage in
open market purchases have effectively managed" the discount, and that
since the distribution policy became effective on January 1, 2008, the
Fund's discount to net asset value decreased from 13.76% to 8.21%.(1)
|X| Glass Lewis concluded that the Karpus proposal "would not be in the best
interests of the [Fund] or its shareholders." RiskMetrics agreed,
stating that the Karpus proposal "could negatively impact the return for
long-term shareholders of the Fund" and cause "a potential increase in
the Fund's expense ratio."
----------------
(1) 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%.
How did Karpus respond after THE TWO LEADING INDEPENDENT SHAREHOLDER ADVISORY
FIRMS RECOMMENDED THAT YOU VOTE FOR MANAGEMENT'S NOMINEES AND AGAINST THE
KARPUS PROPOSAL? Karpus responded by sending you a letter with false and
misleading statements about the current Board. And Karpus didn't mention either
of the independent recommendations.
Karpus doesn't want you to know that independent firms - firms that work on
behalf of shareholders - don't agree with Karpus. That's why Karpus didn't
mention that THE LEADING SHAREHOLDER ADVISORY FIRMS RECOMMEND VOTES FOR THE
FUND'S NOMINEES AND AGAINST THE KAPUS PROPOSAL that the Board adopt a policy to
conduct annual tender offers for shares of the Fund.
We are pleased that THE LEADING INDEPENDENT SHAREHOLDER ADVISERS RECOMMEND THAT
SHAREHOLDERS VOTE THE FUND'S WHITE PROXY CARD FOR THE BOARD'S NOMINEES AND
AGAINST THE SHAREHOLDER PROPOSAL.
IF YOU VALUE STRONG PERFORMANCE AND A LONG-TERM APPROACH INTENDED TO
ENHANCE VALUE FOR ALL SHAREHOLDERS - VOTE THE ENCLOSED WHITE PROXY CARD
TODAY!
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 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 ENCLOSED WHITE PROXY CARD.
Thank you for your time and attention.
Sincerely,
/s/ Robert J. Manning
Robert J. Manning, President
-2-
-------------------------------------------------------------------------------
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)
-------------------------------------------------------------------------------
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.
-3-
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
-------------------------------------------------------------------------------
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
----------------------------
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.
-----------------------------------
Joint owner sign here
-----------------------------------
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
-------- -------
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)