Filing Details

Accession Number:
0001048703-17-000051
Form Type:
13D Filing
Publication Date:
2017-03-21 16:02:09
Filed By:
Karpus Management, Inc.
Company:
Federated Premier Intermediate Municipal Income Fund (NYSE:FPT)
Filing Date:
2017-03-21
SEC Url:
13D Filing
Ownership Summary

Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.

Name Sole Voting Power Shared Voting Power Sole Dispositive Power Shared Dispositive Power Aggregate Amount Owned Power Percent of Class
Karpus Investment Management 1,488,555 9,826 1,488,555 9,826 1,488,555 21.3%
George W. Karpus 123,301 123,301 133,127 1.9%
Filing
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D
(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
§ 240.13d-2(a)


Federated Premier Intermediate Municipal Income Fund
(Name of Issuer)

Common Stock
(Title of Class of Securities)

31423M105
(CUSIP Number)
 
Daniel Lippincott, Senior Tax-Sensitive Manager
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)

March 20, 2017
(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 x.

Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See § 240.13d-7 for other parties to whom copies are to be sent.


_______________
1              The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 
CUSIP NO. 31423M105
 
1
NAME OF REPORTING PERSON
 
Karpus Investment Management
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
NEW YORK
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
1,488,555
8
SHARED VOTING POWER
 
-
9
SOLE DISPOSITIVE POWER
 
1,488,555
10
SHARED DISPOSITIVE POWER
 
-
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,488,555
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
21.3%
14
TYPE OF REPORTING PERSON
 
IA

 
CUSIP NO. 31423M105
 
1
NAME OF REPORTING PERSON
 
George W. Karpus
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
                AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
NEW YORK
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
123,301*
8
SHARED VOTING POWER
 
9,826*
9
SOLE DISPOSITIVE POWER
 
123,301*
10
SHARED DISPOSITIVE POWER
 
9,826*
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
133,127*
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
1.9%
14
TYPE OF REPORTING PERSON
 
OO

*See Items 2 and 5.
 
CUSIP NO. 31423M105
 
Item 1.
Security and Issuer.
 
This statement relates to the Common Stock of the Federated Premier Intermediate Municipal Income Fund (the "Shares"), a Delaware Corporation (the "Issuer"). The address of the principal executive offices of the Issuer is 4000 Ericsson Drive, Warrendale, Pennsylvania 15086-7561.
Item 2.
Identity and Background.
 
(a) This statement is filed by:
(i) Karpus Management, Inc., d/b/a Karpus Investment Management ("Karpus"); and
 
(ii) George W. Karpus, the President and CEO of Karpus. Mr. Karpus owns Shares individually and may be deemed the beneficial owner of Shares held by Karpus Management, Inc. and Great Loop Captive Insurance, Inc. (collectively, the "Karpus Entities").
 
Each of the foregoing is referred to as a "Reporting Person" and collectively as the "Reporting Persons." Each of the Reporting Persons is party to that certain Joint Filing Agreement as further described in Item 6. Accordingly, the Reporting Persons are hereby filing a joint Schedule 13D.
 
Set forth on Schedule A annexed hereto ("Schedule A") is the name and present principal business, occupation or employment and the name, principal business and adress of any corporation or other organization in which such employment is conducted of the executive officers and directors of Karpus. To the best of the Reporting Persons' knowledge, except as otherwise set forth on Schedule A, none of the parties listed on Schedule A beneficially owns any securities of the issuer or is a party to any contract, agreement or understanding required to be disclosed herein.
 
(b) The address of the principal office of each of the Reporting Persons is 183 Sully's Trail, Pittsford, New York 14534.
(c) The principal business of Karpus is serving as a registered investment adviser who provides investment management for individuals, pension plans, profit sharing plans, corporations, endowments, trusts, and others. The principal occupation of Mr. Karpus is serving as the President and CEO of Karpus.
(d) No Reporting Person nor any person listed on Schedule A has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) No reporting Person nor any person listed on Schedule A has, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or 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) Karpus is organized under the laws of the State of New York. Mr. Karpus is a citizen of the United States of America.
Item 3.
Source and Amount of Funds or Other Consideration.
 
Karpus, an independent registered investment advisor, has accumulated 1,488,555 Shares on behalf of accounts that are managed by Karpus (the "Accounts") under limited powers of attorney, which represents approximately 21.3% of the Issuer's outstanding shares. All funds that have been utilized in making such purchases are from such Accounts. The aggregate purchase price of the 1,488,555 Shares beneficially owned by Karpus is approximately $19,312,965, excluding brokerage commissions. The aggregate purchase price of the 133,127 shares held by Mr. Karpus and the Karpus Entities is approximately $1,693,294, excluding brokerage commissions.
Item 4.
Purpose of Transaction..
 
Karpus, an independent registered investment advisor, with a specialty focus in closed-end funds, believes that the profile of the Issuer fit the investment guidelines for various Accouts. Shares have been acquired since January 27, 2014.
 
On March 20, 2017, Karpus sent a letter containing a 14a-8 stockholder proposal to the Issuer requesting that the Board of Trustees consider authorizing a self-tender for all outstanding Shares of the Issuer at or close to net asset value. A copy of the letter is attached as Exhibit 99.1.
 
The Reporting Persons purchased the Shares based on the Reporting Persons' belief that the Shares, when purchased, were undervalued and represented an attractive investment opportunity. Depending upon overall market conditions, other investment opportunities available to the Reporting Persons, and the availability of Shares at prices that would make the purchase or sale of Shares desirable, the Reporting Persons may endeavor to increase or decrease their position in the Issuer through, among other things, the purchase or sale of Shares on the open market or in private transactions or otherwise, on such terms and at such times as the Reporting Persons may deem advisable.
 
No Reporting Person has any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D except as set forth herein or such as would occur upon or in connection with completion of, or following, any of the actions discussed herein. The Reporting Persons intend to review their investment in the Issuer on a continuing basis. In addition, Karpus may contact the Issuer with regards to concerns that they have with respect to the Issuer.
 
Item 5.
Interest in Securities of the Issuer.
 
The aggregate percentage of Shares reported owned by each Reporting Person is based upon 6,982,324 Shares outstanding, which is the total number of Shares outstanding as of November 30, 2016 as reported in the Issuer’s Annual Report to Shareholders, filed with the U.S. Securities and Exchange Commission on February 2, 2017.
 
 
SCHEDULE A
 
Executive Officers & Directors of Karpus Management, Inc., d/b/a Karpus Investment Management
 
Name
Position & Present Principal Occupation
Business Address
Shares Owned
George W. Karpus
President, CEO, and Chairman of the Board
183 Sully’s Trail, Pittsford, New York 14534
See Above
Kathleen Finnerty Crane
Chief Financial Officer and Chief Compliance Officer
183 Sully’s Trail, Pittsford, New York 14534
None
Dana R. Consler
Executive Vice President
183 Sully’s Trail, Pittsford, New York 14534
None
Thomas M. Duffy
Vice President
183 Sully’s Trail, Pittsford, New York 14534
None
Sharon L. Thornton
Senior Director of Investments
183 Sully’s Trail, Pittsford, New York 14534
None
Daniel L. Lippincott
Sr. Tax-Sensitive Manager and Director of Investment Personnel
183 Sully’s Trail, Pittsford, New York 14534
None
 
 
CUSIP NO. 31423M105
 
SCHEDULE B
 
Transactions in the Shares Since Over the Last 60 Days
 

Nature of the Transaction
Securities
Purchased/(Sold)
Price Per
Share($)
Date of
Purchase / Sale

KARPUS MANAGEMENT, INC., D/B/A/ KARPUS INVESTMENT MANAGEMENT
(THROUGH THE ACCOUNTS)

Purchase of Common Stock
2,000
$12.83
1/18/2017
Purchase of Common Stock
5,300
$12.75
1/19/2017
Purchase of Common Stock
1,900
$12.68
1/20/2017
Purchase of Common Stock
9,640
$12.73
1/23/2017
Purchase of Common Stock
2,500
$12.68
1/25/2017
Purchase of Common Stock
1,500
$12.69
1/26/2017
Sale of Common Stock
(1,300)
$12.74
1/27/2017
Purchase of Common Stock
9,700
$12.78
2/2/2017
Purchase of Common Stock
6,479
$12.82
2/6/2017
Purchase of Common Stock
200
$12.82
2/7/2017
Purchase of Common Stock
5,758
$12.87
2/8/2017
Purchase of Common Stock
3,629
$12.85
2/9/2017
Purchase of Common Stock
15,584
$12.84
2/13/2017
Purchase of Common Stock
400
$12.82
2/14/2017
Purchase of Common Stock
2,200
$12.82
2/22/2017
Purchase of Common Stock
13,885
$12.91
2/27/2017
Purchase of Common Stock
30,795
$12.98
2/28/2017
Purchase of Common Stock
8,489
$12.93
3/1/2017
Purchase of Common Stock
1,904
$12.82
3/3/2017
Purchase of Common Stock
1,277
$12.81
3/6/2017
Purchase of Common Stock
500
$12.81
3/7/2017
Purchase of Common Stock
1,493
$12.71
3/8/2017
Purchase of Common Stock
9,187
$12.70
3/9/2017
Purchase of Common Stock
4,298
$12.72
3/10/2017
Purchase of Common Stock
8,100
$12.68
3/13/2017
Purchase of Common Stock
900
$12.73
3/14/2017
 
 
EXHIBIT 99.1
 
14a-8 Shareholder Proposal Sent to the Fund on March 20, 2017
 


This letter shall serve as notice to the Federated Premier Intermediate Municipal Income Fund ("FPT" or the "Fund"), as to Karpus Management, Inc.'s ("Karpus") timely submittal of a shareholder proposal pursuant to Rule 14a-8 of the Securities Exchange Act of 1934 for presentation to FPT shareholders at the Fund's next annual shareholders' meeting anticipated to be held in September 2017, or any postponement or adjournment thereof (the "Meeting").

Karpus' non-binding 14a-8 shareholder proposal (the "Proposal") is as follows:

BE IT RESOLVED, the shareholders of the Federated Premier Intermediate Municipal Income Fund ("FPT" or the "Fund") request that the Board of Trustees promptly consider authorizing a self-tender offer for all outstanding common shares of the Fund at or close to net asset value ("NAV"). If more than 50% of the Fund's outstanding common shares are tendered, the tender offer should be cancelled and the Board should take the steps necessary to liquidate, merge, or convert the Fund to an open-end mutual fund or exchange traded fund.

Supporting Statement
Although trading at a discount for a short period of time is not uncommon for closed-end funds, the persistent nature of FPT's discount combined with poor NAV performance creates cause for concern and requires strong action by the Board. Presumably, these exact conditions are why the Fund included language in its prospectus nearly 15 years ago, which stated: "shares of closed-end funds frequently trade at a discount to their net asset value. Because of this possibility and the recognition that any such discount may not be in the interest of shareholders, the fund's board might consider from time to time engaging in open-market repurchases, tender offers for common shares or other programs intended to reduce the discount" [emphasis added]. The prospectus further stated: "the board might also consider converting the fund to an open-end mutual fund, which would also require a vote of the shareholders of the fund" [emphasis added]. To our knowledge, none of these actions have been undertaken. Furthering our concerns, consider the following:
  • *FPT's current discount is 7.4%. Its Lipper peer group's weighted average discount (by total net assets) is 4.6%.
    *FPT's discount has averaged over 8% over the last 3 years.
    *Based on NAV return, FPT ranks as follows compared to it Lipper group peers:
    • *1 Yr. - 75th percentile
      *3 Yrs. - 73rd percentile
      *5 Yrs. - 60th percentile
Sources: Closed-end Fund Assocaition, Lipper Classification Average for Intermediate Municipal Debt Funds and Bloomberg Finance, L.P. Data through 3/17/2017. The Fund's persistent discount and repeated underperformance compared to its Lipper peer group clearly show that our proposal should be approved and implemented by the Board. If put in place and a majority of outstanding shares are tendered, this would indicate that shareholders do not support the Fund continuing in its closed-end fund format. The Fund and Board are likely to come up with a litany of arguments against our Proposal but the simple fact of the matter is that the Board has not been able to effectively manage the Fund's discount, nor have they taken action to address Federated Investment Management Company's perpetual underperformance. Now is the time for action! Please vote FOR Karpus' Proposal and let the Board know that the status quo is not acceptable.
END OF PROPOSAL
As is required by Rule 14a-8, attached as Exhibits 1 and 2 are letters from U. S. Bank N.A. and 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 the above Proposal. Karpus intends to hold the shares referenced through the date of the Meeting. 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 deficiency.
 
Exhibit 1
U.S. Bank N.A. Letter

Exhibit 2
Cede & Co. Letter

 
 
 
EXHIBIT 99.2
 
Joint Filing Agreement
 

In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including additional amendments thereto), dated the date hereof, with respect to the shares of Common Stock of the Federated Premier Intermediate Municipal Income Fund. This Joint Filing Agreement shall be filed as an Exhibit to such statement. March 21, 2017

 
KARPUS MANAGEMENT, INC.
     
 
By:
/s/ Daniel Lippincott
   
Name:
Daniel Lippincott
   
Title:
Director of Investment Personnel and
Sr. Tax-Sensitive Portfolio Manager

 
/s/ George W. Karpus
 
GEORGE W. KARPUS