DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT
11/16/07
1. NAME OF REPORTING PERSON
Bulldog Investors, Phillip Goldstein and Andrew Dakos
2. CHECK THE BOX IF MEMBER OF A GROUP a[ ]
b[ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) AND 2(e) []
6. CITIZENSHIP OR PLACE OF ORGANIZATION
USA
________________________________________________________________
7. SOLE VOTING POWER
6,318,358
8. SHARED VOTING POWER
0
9. SOLE DISPOSITIVE POWER
6,318,358
_________________________________________________________
10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT OWNED BY EACH REPORTING PERSON
6,318,358
12. CHECK IF THE AGGREGATE AMOUNT EXCLUDES CERTAIN SHARES []
13. PERCENT OF CLASS REPRESENTED BY ROW 11
7.78
14. TYPE OF REPORTING PERSON
IA
________________________________________________________________
The following constitutes Amendment # 1 to the Schedule 13d
filed by the undersigned. This 13d amends the original 13d as
specifically set forth.
Item 4 is amended as follows:
ITEM 4. PURPOSE OF TRANSACTION
The filing persons have signed the attached agreement (see
Exhibit 1) with the issuer.
Item 5 is amended as follows:
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
As per the Issuers Website 81,137,030 shares were outstanding as
of October 31, 2007. The percentages set forth in item 5 was
derived using such number.
Bulldog Investors, Phillip Goldstein and Andrew Dakos
beneficially own an aggregate of 6,318,358 shares of PIM or
7.78% of the outstanding shares.
Power to dispose of and vote securities resides either with Mr.
Goldstein, Mr. Dakos or with clients.
c) During the past 60 days the following shares of PIM were
purchased (there were no sales):
Trade Date Quantity Price
9/20/2007 4,900 $ 6.3177
9/20/2007 3,400 $ 6.3177
9/20/2007 1,100 $ 6.3177
9/20/2007 800 $ 6.3177
9/20/2007 1,100 $ 6.3177
9/21/2007 3,800 $ 6.2900
9/27/2007 30,000 $ 6.4033
9/28/2007 400 $ 6.3800
10/1/2007 3,700 $ 6.4000
10/2/2007 3,100 $ 6.3900
10/24/2007 450 $ 6.3000
10/24/2007 450 $ 6.3000
10/24/2007 2,200 $ 6.3000
10/24/2007 400 $ 6.3000
10/24/2007 1,500 $ 6.3000
10/30/2007 5,200 $ 6.2636
10/30/2007 24,500 $ 6.2636
10/30/2007 2,900 $ 6.2636
10/30/2007 5,200 $ 6.2636
10/30/2007 4,500 $ 6.2636
10/30/2007 16,800 $ 6.2636
10/31/2007 10,300 $ 6.2360
10/31/2007 1,200 $ 6.2360
10/31/2007 2,200 $ 6.2360
10/31/2007 2,000 $ 6.2360
10/31/2007 2,200 $ 6.2360
10/31/2007 7,100 $ 6.2360
11/8/2007 4,100 $ 6.1700
11/8/2007 900 $ 6.1700
11/8/2007 2,800 $ 6.1700
11/8/2007 900 $ 6.1700
11/8/2007 750 $ 6.1700
11/8/2007 550 $ 6.1700
11/12/2007 5,000 $ 6.1300
11/13/2007 10,000 $ 6.1300
11/19/2007 5,600 $ 6.1572
11/19/2007 18,000 $ 6.1572
11/19/2007 5,600 $ 6.1572
11/19/2007 3,500 $ 6.1572
11/19/2007 5,200 $ 6.1572
11/19/2007 25,000 $ 6.1572
11/19/2007 4,800 $ 6.1572
d) Beneficiaries of managed accounts are
entitled to receive any dividends or sales proceeds.
e) NA
Item 6 is amended as follows:
ITEM 6. CONTRACTS,ARRANGEMENTS,UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER.
See Exhibit 1.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit 1: Tender and Standstill Agreement
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.
Dated: 11/20/07
By: /s/ Phillip Goldstein
Name: Phillip Goldstein
By: /s/ Andrew Dakos
Name: Andrew Dakos
Exhibit 1
PIM TENDER AND STANDSTILL AGREEMENT
This PIM Tender and Standstill Agreement (the "Agreement") is made and
entered into effective as of the 14th day of November, 2007
by and between Putnam Investment Management, LLC ("Putnam"), a
Delaware limited liability company with its principal place of business
at One Post Office Square, Boston, Massachusetts 02109,
Phillip Goldstein, Andrew Dakos and Bulldog Investors General Partnership,
a New York general partnership, having a place of business at Park 80 West,
Plaza Two, Suite 750, Saddle Brook, New Jersey 07663, and its officers,
directors, partners, employees and "affiliated persons" (as that term
is defined in the Investment Company Act of 1940, as amended).
Bulldog Investors General Partnership and Messrs. Goldstein and
Dakos are referred to herein collectively as "Bulldog".
WHEREAS, Putnam is registered with the Securities and Exchange Commission
under the Investment Advisers Act of 1940, as amended, as an investment
adviser that acts as investment adviser to Putnam Master Intermediate
Income Trust, a closed-end management investment company ("PIM"); and
WHEREAS, beginning on or about September 25, 2007, Bulldog has
communicated to the Office of the Trustees of PIM its intent to submit
nominations for Trustees of PIM for election at PIM's next annual meeting
of shareholders (the "2008 Annual Meeting");
NOW, THEREFORE, in consideration of the mutual promises and covenants
contained in this Agreement, and for other good and valuable consideration,
the parties agree as follows:
1.Recommendation to Trustees. Putnam shall recommend to the Board of Trustees
of PIM (the "Trustees") that the Trustees authorize PIM to conduct an issuer
tender offer (the "Tender Offer") for 15% of PIM's outstanding shares of
beneficial interest at a price equal to 99% of the net asset value of such
shares calculated as of the close of trading on the New York Stock
Exchange on the date of the expiration of the Tender Offer, subject
to substantially the same conditions as are set forth in Appendix A
hereto. Putnam shall recommend that the Trustees cause the Tender Offer to
be commenced on or before March 31, 2008.
2.Bulldog Obligations. Bulldog agrees that, with respect to the 2008
Annual Meeting, Bulldog shall (i) not take actions to nominate any person for
election as Trustee, (ii) vote the shares of PIM owned by it as of the record
date for the 2008 Annual Meeting in accordance with the recommendations of the
Trustees with respect to each proposal submitted to PIM shareholders (it being
understood that such proposals shall include (A) a proposal to fix the number of
Trustees at 13 and to elect each of the nominees for Trustees submitted by the
Trustees and (B) a proposal to convert PIM to an open-end investment company)
and (iii) refrain from directly or indirectly soliciting or encouraging
others tovote against the Trustees'recommendations on
any matters submitted to PIM shareholders.
3. No Disparagement. For a period from the date hereof through the first
anniversary of the 2008 Annual Meeting, each party hereto shall refrain from
directly or indirectly disparaging, impugning or taking or any action reasonably
likely to damage the reputation of any other party or the Trustees. The
foregoing shall not apply to any compelled testimony or production of
information, either by legal process or subpoena or in connection with a
response to a request for information from any governmental authority with
jurisdiction over the party from whom information is sought.
4. No Assignment. This Agreement shall be binding upon the parties
and their respective legal successors. No party may assign this Agreement
without the prior written consent of each other party and any such attempted
assignment shall be void.
5.Applicable Law. The validity of this Agreement, the construction and
enforcement of its terms, and the interpretations of the rights and duties
of the parties shall be governed by the laws of the State of New York,
without regard to conflict of laws rules. The parties agree that
the state and federal courts of the State of New York shall be the proper
forums for any legal controversy arising in connection with this Agreement,
and the parties hereby irrevocably and unconditionally consent
to the exclusive jurisdiction of such courts for such purposes.
6.Injunctive Relief. Each party acknowledges that a breach of its obligations
under this Agreement may result in irreparable harm to another party for which
monetary damages will not be sufficient. Each party hereto agrees that, in the
event of a breach or threatened breach by another party of its obligations
under this Agreement, each non-breaching party shall be entitled, in addition
to its other rights and remedies hereunder or at law, to injunctive or other
equitable relief, and such further relief as may be proper from a court of
competent jurisdiction, including specific performance of the obligations set
forth in Paragraph 2 of this Agreement.
7.Modification. No modification, amendment, supplement to or waiver
of this Agreement of any of its provisions shall be binding upon the parties
hereto unless made in writing and duly signed by all parties.
8.Invalidity. In the event that any one or more of the provisions
of this Agreement shall for any reasons be held to be invalid, illegal
or unenforceable, the remaining provisions of this Agreement shall be
unimpaired, and the invalid, illegal or unenforceable provision or provisions
shall be replaced by a mutually acceptable provision, which begin valid,
legal and enforceable, comes closest to the economic effect and intent of
the parties underlying the invalid, illegal or unenforceable provision
or provisions.
9.No Waiver. A waiver or breach or default under this Agreement shall not
be a waiver of any other or subsequent breach or default. The failure or
delay in enforcing compliance with any term or condition of this Agreement
shall not constitute a waiver of such term or condition unless such term
or condition is expressly waived in writing.
10.Counterparts. This Agreement may be executed in one or more counterparts
transmitted by facsimile or other electronic means, and each counterpart
shall have the effect of an original.
11.Entire Agreement. This Agreement and any other written agreement entered
into by the parties on or after the date of this Agreement shall constitute
the entire Agreement among the parties and shall supersede all previous
agreements, promises, proposals, representations, understandings and
negotiations, whether written or oral, among the parties respecting the
subject matter hereof.
[The remainder of this page left blank intentionally.]
IN WITNESS WHEREOF, the parties hereto have executed this Agreement
as of the date first above written.
BULLDOG INVESTORS GENERAL PARTNERSHIP
By:_________________________
Name:
Title:
PHILLIP GOLDSTEIN
____________________________
ANDREW DAKOS
____________________________
PUTNAM INVESTMENT MANAGEMENT, LLC
By:_________________________
Name: James P. Pappas
Title: Managing Director
Appendix A
Conditions to PIM Tender Offer
PIM will not accept tenders during any period when (a)
such transactions, if consummated, would (i) result in the
delisting of PIM's shares from the New York Stock Exchange or (ii)
impair, jeopardize or cause the loss of PIM?s status as a regulated
investment company under the Internal Revenue Code of 1986, as amended;
(b) there is any (i) legal or regulatory action or proceeding
instituted or threatened challenging the Tender Offer or transactions
constituent thereto, (ii) suspension of or limitations on prices for
trading securities generally on the New York Stock Exchange,
(iii) declaration of a banking moratorium by federal or state authorities or
any suspension of payment by banks in the United States or New York State,
(iv) limitation affecting PIM imposed by federal or state authorities
On the extension of credit by lending institutions or (v) outbreak or
escalation of hostilities, declaration by the United Sates of a national
emergency or war or other calamity or crisis the effect of which on financial
markets is such as to make it, in the good faith judgment of the Trustees,
impractical or inadvisable to proceed with the Tender Offer; or
(c) the Trustees determine in good faith that effecting any transaction
constituent to the Tender Offer would constitute a breach of their fiduciary
duty owed to PIM or its shareholders.