0001048703-05-000020.txt : 20120703 0001048703-05-000020.hdr.sgml : 20120703 20050202144541 ACCESSION NUMBER: 0001048703-05-000020 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20050202 DATE AS OF CHANGE: 20050202 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: KARPUS MANAGEMENT INC CENTRAL INDEX KEY: 0001048703 IRS NUMBER: 161290550 STATE OF INCORPORATION: NY FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 14 TOBEY VILLAGE OFFICE PARK CITY: PITTSFORD STATE: NY ZIP: 14534 BUSINESS PHONE: 7165864680 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SCUDDER INTERMEDIATE GOVERNMENT & AGENCY TRUST CENTRAL INDEX KEY: 0000832925 IRS NUMBER: 363604477 STATE OF INCORPORATION: MA FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-59107 FILM NUMBER: 05568918 BUSINESS ADDRESS: STREET 1: 222 SOUTH RIVERSIDE PLAZA CITY: CHICAGO STATE: IL ZIP: 60606 BUSINESS PHONE: 3125371569 MAIL ADDRESS: STREET 1: 222 SOUTH RIVERSIDE PLAZA CITY: CHICAGO STATE: IL ZIP: 60606 FORMER COMPANY: FORMER CONFORMED NAME: SCUDDER INTERMEDIATE GOVERNMENT TRUST DATE OF NAME CHANGE: 20010123 FORMER COMPANY: FORMER CONFORMED NAME: KEMPER INTERMEDIATE GOVERNMENT TRUST DATE OF NAME CHANGE: 19920703 SC 13D/A 1 kgt02-05.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 9) Scudder Intermediate Government Trust. (KGT) (Name of Issuer) Common Stock (Title of Class of Securities) 811163104 (CUSIP Number) George W. Karpus, President Karpus Management, Inc. d/b/a Karpus Investment Management 183 Sullys Trail Pittsford, New York 14534 (585) 586-4680 (Name, Address, and Telephone Number of Person Authorized to Receive Notices and Communications) February 2, 2005 (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 which is subject of this Schedule 13D, and if filing this schedule because of Rule 13d-1(b) (3) or (4), check the following box. [ ] (Page 1 of 6 pages) There is one exhibit. ITEM 1 Security and Issuer Common Stock Scudder Intermediate Government Trust Scudder Investment Funds 345 Park Avenue New York, New York 10154 ITEM 2 Identity and Background a) Karpus Management, Inc., d/b/a Karpus Investment Management (?KIM?) George W. Karpus, President, Director, and controlling stockholder JoAnn Van Degriff, Vice President and Director Sophie Karpus, Director b) 183 Sullys Trail Pittsford, New York 14534 c) Principal business and occupation - Investment Management for individuals, pension, and profit sharing plans, corporations, endowments, trust, and others, specializing in conservative asset management (i.e. fixed income investments). d) None of George W. Karpus, Jo Ann Van Degriff or Sophie Karpus (?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 1,964,655 shares of KGT on behalf of accounts that are managed by KIM (?the Accounts?) under limited powers of attorney, which represents 5.78% of the outstanding shares. All funds that have been utilized in making such purchases are from such Accounts. ITEM 4 Purpose of Transaction a) KIM has purchased Shares for investment purposes. Being primarily a conservative, fixed income manager, with a specialty focus in the closed end fund sector, the profile of KGT fit the investment guidelines for various Accounts. Shares have been acquired since April 10, 2001. b) Although originally purchased for investment purposes only, on February 1, 2005 KIM sent a letter to the Board of Trustees to encourage them to present to and recommend a proposal to open-end the Fund. (See Exhibit One) ITEM 5 Interest in Securities of the Issuer a) As of the date of this Report, KIM owns 1,964,655 shares, which represent 5.78% of the outstanding shares. Sophie Karpus (Director) presently owns 1600 shares purchased on January 31, 2003 at a price of $6.95 per share. November 9, 2004 at $6.63 (850 shares). KIM Profit Sharing Plan owns 2,600 shares purchased on June 23, 2003 at a price of $7.06 (1200 shares) and December 26 at $6.72 (600 shares), July 30 at $6.51 (800 shares). None of the other Principals of KIM currently owns shares of KGT. b) KIM has the sole power to dispose of and to vote all such Shares under limited powers of attorney. c) Below are the open market purchases in the last 60 days for the Accounts. There have been no dispositions and no acquisition, other than by such open market purchases, during such period. DATE SHARES PRICE PER DATE SHARES PRICE PER SHARE SHARE 12/7/2004 11600 6.59 1/5/2005 -1500 6.72 12/7/2004 -1200 6.59 1/18/2005 2200 6.74 12/8/2004 3200 6.62 1/19/2005 7900 6.73 12/10/2004 -350 6.61 1/20/2005 1600 6.72 12/13/2004 4350 6.62 1/24/2005 13190 6.73 12/14/2004 1190 6.62 1/25/2005 7200 6.73 12/16/2004 800 6.65 1/25/2005 -260 6.74 12/20/2004 1275 6.64 1/26/2005 -2400 6.74 12/23/2004 -660 6.68 1/27/2005 500 6.74 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, arrangement, 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 the KGT securities. ITEM 7 Materials to be Filed as Exhibits Not applicable Signature After 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. February 2, 2005 By: _________________________ Date Signature Dana R. Consler, Senior Vice President. Name /Title Exhibit One (Letter Sent to the Board of Trustees on February 1, 2005) Scudder Intermediate Government & Agency Trust Attn: William N. Shiebler, Chairman Deutche Investment Management 222 South Riverside Chicago, IL. 60606 Trustees, I am writing on the behalf of Karpus Investment Management (KIM) beneficial owners of 1,964,655 shares of the Scudder Intermediate Government & Agency Trust (KGT) as of January 27, 2005. In conjunction with the schedule 13D form filed on January 18th by Otter Creek and Long Family, we encourage the Trustees to comply with Section 5 of Article IX of the fund?s Declaration of Trust. This provision requires that the Trustees present a proposal to fund Shareholders calling for the conversion of the fund from a closed-end to an open-end format. Furthermore, KIM strongly encourages the Trustees to recommend that fund Shareholders vote for this proposal. This provision was presented to potential investors as a ?safety net? for their investment should the discount to net asset value of the fund stay wide for a considerable amount of time. Since the provision?s trigger has been engaged, we feel that it would be a violation of the spirit of the Fund?s Declaration of Trust for the Trustees to recommend against this proposal. Although the provision calls for a format conversion, we feel it would be less costly and just as beneficial for Deutsche to merge KGT into a preexisting Deutsche managed open-end fund with similar investment objectives. This action would reduce overhead costs for both funds involved and allow existing shareholders of KGT to exit their investment close to net asset value if they desire. For example, Deutsche manages an open-end fund with nearly identical investment objectives, the Scudder U.S. Government Securities Fund, with about three billion dollars under management. Merging a 230 million dollar closed-end fund into this much larger concern should significantly reduce expenses for current KGT Shareholders. On April 5, 2002, Deutsche Bank AG acquired the Scudder Funds from Zurich Financial. Although Deutsche did not control Scudder in 1988 when the Declaration of Trust was drafted, this transaction seems to have corresponded with a dramatic widening of the Fund?s discount to net asset value. On March 29, 2002, the Fund was trading at a 4.9 percent discount to net asset value. The discount has gradually widened to 9.9 percent as of December 31, 2004. The people at Zurich that drafted the Declaration of Trust had the vision and the wisdom to include this provision in case some event caused economic damage to Fund Shareholders and sold the Fund with this protection in place. Whether or not the sale of Scudder to Deutsche was coincident to the widening of the Fund?s discount, we feel that the Trustees must take action to narrow the Fund?s discount. The Trustees have a fiduciary duty to all Fund Shareholders, both long and short-term shareholders, to enhance their investment?s value. The proposal invoked by this provision, if passed, would greatly enhance Shareholder value. We strongly encourage the Trustees to present and recommend the proposal outlined in Section 5 of Article IX of the Declaration of Trust. Sincerely, Cody Bartlett Jr., CFA