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Franklin Master Intermediate Income Trust (PIM) is the subject of an amended ownership report in which Sit Investment Associates, Inc. and Sit Fixed Income Advisors II, LLC each reported shared voting and dispositive power over 23,203,176 common shares, or 48.2% of the class. The report says the shares are owned by client accounts and the advisers disclaim beneficial ownership. The 48.2% figure is based on 48,184,341 shares outstanding as of March 31, 2026.
As of September 29, 2026, the reporting persons said they no longer held securities for a purpose or effect of changing or influencing control of the trust. They stated that Amendment No. 12 would serve as their exit Schedule 13D.
Key Figures
Shares with shared voting and dispositive power:23,203,176 sharesReported percentage of class:48.2%Shares outstanding:48,184,341 shares
3 metrics
Shares with shared voting and dispositive power23,203,176 sharesReported by each reporting person
Reported percentage of class48.2%Based on shares outstanding as of March 31, 2026
Shares outstanding48,184,341 sharesAs of March 31, 2026
Key Terms
beneficial ownership, shared voting power, shared dispositive power
3 terms
beneficial ownershipregulatory
"may be deemed to be the beneficial owner of such shares"
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
shared voting powerregulatory
"possess shared voting and investment power"
Shared voting power occurs when two or more parties jointly have the right to vote or decide how a block of company shares is cast, like co-owners who must agree before moving a piece of furniture. Investors care because who controls voting rights affects board elections, major corporate decisions and takeover outcomes, and shared control can alter regulatory disclosures and the practical influence any holder has over a company’s direction and value.
shared dispositive powerregulatory
"shared dispositive power"
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
How many shares of PIM did the reporting persons report?
Sit Investment Associates, Inc. and Sit Fixed Income Advisors II, LLC each reported shared voting and dispositive power over 23,203,176 common shares.
What percentage of PIM did the reporting persons report?
The reporting persons each reported 48.2% of the class, based on 48,184,341 shares outstanding as of March 31, 2026.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 12)
FRANKLIN MASTER INTERMEDIATE INCOME TRUST
(Name of Issuer)
Common Stock
(Title of Class of Securities)
746909100
(CUSIP Number)
09/29/2026
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
746909100
1
Names of Reporting Persons
SIT INVESTMENT ASSOCIATES INC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
MINNESOTA
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
6
Shared Voting Power
23,203,176.00
7
Sole Dispositive Power
8
Shared Dispositive Power
23,203,176.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
23,203,176.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
48.2 %
12
Type of Reporting Person (See Instructions)
IA
Comment for Type of Reporting Person: The Reporting Persons initially filed a Schedule 13G with respect to securities of the Issuer on 1/27/2014, and filed amendments thereto. Subsequently, the Reporting Persons' investment intent changed with respect to the securities of the Issuer and the Reporting Persons filed a Schedule 13D on 10/2/2023, and filed amendments thereto in accordance with Rule 13d-1(e) of the Securities Exchange Act of 1934, as amended (the "Exchange Act").
As of 9/29/2026 the Reporting Persons no longer hold securities of the Issuer with a purpose or effect of changing or influencing control of the Issuer, or in connection with or as a participant in any transaction having that purpose or effect. Accordingly, the Reporting Persons are transitioning back to a Schedule 13G pursuant to Rule 13d-1(c) of the Exchange Act in accordance with Rule 13d-1(h) of the Exchange Act, and this Amendment No. 12 will serve as the Reporting Persons' exit Schedule 13D.
SCHEDULE 13G
CUSIP Number(s):
746909100
1
Names of Reporting Persons
SIT FIXED INCOME ADVISORS II LLC /ADV
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
6
Shared Voting Power
23,203,176.00
7
Sole Dispositive Power
8
Shared Dispositive Power
23,203,176.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
23,203,176.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
48.2 %
12
Type of Reporting Person (See Instructions)
IA
Comment for Type of Reporting Person: The Reporting Persons initially filed a Schedule 13G with respect to securities of the Issuer on 1/27/2014, and filed amendments thereto. Subsequently, the Reporting Persons' investment intent changed with respect to the securities of the Issuer and the Reporting Persons filed a Schedule 13D on 10/2/2023, and filed amendments thereto in accordance with Rule 13d-1(e) of the Securities Exchange Act of 1934, as amended (the "Exchange Act").
As of 9/29/2026 the Reporting Persons no longer hold securities of the Issuer with a purpose or effect of changing or influencing control of the Issuer, or in connection with or as a participant in any transaction having that purpose or effect. Accordingly, the Reporting Persons are transitioning back to a Schedule 13G pursuant to Rule 13d-1(c) of the Exchange Act in accordance with Rule 13d-1(h) of the Exchange Act, and this Amendment No. 12 will serve as the Reporting Persons' exit Schedule 13D.
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
FRANKLIN MASTER INTERMEDIATE INCOME TRUST
(b)
Address of issuer's principal executive offices:
100 FEDERAL STREET, 100 FEDERAL STREET, BOSTON, MASSACHUSETTS, 02110.
Item 2.
(a)
Name of person filing:
Sit Investment Associates, Inc.
Sit Fixed Income Advisors II, LLC
(b)
Address or principal business office or, if none, residence:
80 South 8th Street, Suite 3300
Minneapolis, MN 55402
(c)
Citizenship:
Sit Investment Associates, Inc. Minnesota
Sit Fixed Income Advisors II, LLC Delaware
(d)
Title of class of securities:
Common Stock
(e)
CUSIP No.:
746909100
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
See response to item 9 on each cover page
(b)
Percent of class:
See response to item 11 on each cover page
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
See response to item 5 on each cover page
(ii) Shared power to vote or to direct the vote:
See response to item 6 on each cover page
(iii) Sole power to dispose or to direct the disposition of:
See response to item 7 on each cover page
(iv) Shared power to dispose or to direct the disposition of:
See response to item 8 on each cover page.
The ownership percentages reported are based on 48,184,341 shares of common stock outstanding as of 3/31/2026, as reported in the Issuer's Report on Form N-CSRS filed with the Securities Exchange Commission.
Sit Investment Associates, Inc. ("SIA") is an investment adviser registered under section 203 of the Investment Advisers Act of 1940. Sit Fixed Income Advisors II, LLC ("SFI") is an investment adviser registered under section 203 of the Investment Advisers Act of 1940 and a subsidiary of SIA. SIA and SFI provide investment management services to client accounts ("Accounts"). In their roles as investment advisers SIA and SFI possess shared voting and investment power over securities of the Issuer described in this schedule 13G owned by the Accounts and may be deemed to be the beneficial owner of such shares of the Issuer owned by the Accounts. All securities reported in this schedule 13G are owned by the Accounts. Pursuant to Rule 13d-4 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), SIA and SFI disclaim beneficial ownership of such securities.
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
Except as may be indicated if this is a joint filing with a registered investment company managed by SIA or SFI, not more than 5% of the class of such securities is owned by any one Account subject to the investment advice of SIA or SFI.
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
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.
