<SEC-DOCUMENT>0000869392-14-000170.txt : 20141126
<SEC-HEADER>0000869392-14-000170.hdr.sgml : 20141126
<ACCEPTANCE-DATETIME>20141126154836
ACCESSION NUMBER:		0000869392-14-000170
CONFORMED SUBMISSION TYPE:	NSAR-B
PUBLIC DOCUMENT COUNT:		7
CONFORMED PERIOD OF REPORT:	20140930
FILED AS OF DATE:		20141126
DATE AS OF CHANGE:		20141126
EFFECTIVENESS DATE:		20141126

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			PUTNAM MASTER INTERMEDIATE INCOME TRUST
		CENTRAL INDEX KEY:			0000830622
		IRS NUMBER:				046584465
		FISCAL YEAR END:			0930

	FILING VALUES:
		FORM TYPE:		NSAR-B
		SEC ACT:		1940 Act
		SEC FILE NUMBER:	811-05498
		FILM NUMBER:		141253564

	BUSINESS ADDRESS:	
		STREET 1:		ONE POST OFFICE SQ
		CITY:			BOSTON
		STATE:			MA
		ZIP:			02109
		BUSINESS PHONE:		6172921562

	MAIL ADDRESS:	
		STREET 1:		ONE POST OFFICE SQ
		CITY:			BOSTON
		STATE:			MA
		ZIP:			02109
</SEC-HEADER>
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<TEXT>
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SIGNATURE   JANET C. SMITH
TITLE       PRINC. ACCT. OFFICER

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>2
<FILENAME>auditltr074.txt
<TEXT>

Report of Independent Registered Public Accounting Firm

The Board of Trustees and Shareholders
Putnam Master Intermediate Income Trust:

In planning and performing our audit of the financial statements
of Putnam Master Intermediate Income Trust (the Fund), as of and
for the year ended September 30, 2014, in accordance with the
standards of the Public Company Accounting Oversight Board
(United States), we considered the Funds internal control over
financial reporting, including controls over safeguarding
securities, as a basis for designing our auditing procedures for
the purpose of expressing our opinion on the financial statements
and to comply with the requirements of Form NSAR, but not for the
purpose of expressing an opinion on the effectiveness of the
Funds internal control over financial reporting.  Accordingly, we
express no such opinion.
Management of the Fund is responsible for establishing and
maintaining effective internal control over financial reporting.
In fulfilling this responsibility, estimates and judgments by
management are required to assess the expected benefits and
related costs of controls.  A companys internal control over
financial reporting is a process designed to provide reasonable
assurance regarding the reliability of financial reporting and
the preparation of financial statements for external purposes in
accordance with generally accepted accounting principles (GAAP).
A companys internal control over financial reporting includes
those policies and procedures that (1) pertain to the maintenance
of records that, in reasonable detail, accurately and fairly
reflect the transactions and dispositions of the assets of the
company; (2) provide reasonable assurance that transactions are
recorded as necessary to permit preparation of financial
statements in accordance with GAAP, and that receipts and
expenditures of the company are being made only in accordance
with authorizations of management and trustees of the company;
and (3) provide reasonable assurance regarding prevention or
timely detection of unauthorized acquisition, use or disposition
of the companys assets that could have a material effect on the
financial statements.
Because of its inherent limitations, internal control over
financial reporting may not prevent or detect misstatements.
Also, projections of any evaluation of effectiveness to future
periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree
of compliance with the policies or procedures may deteriorate.

A deficiency in internal control over financial reporting exists
when the design or operation of a control does not allow
management or employees, in the normal course of performing their
assigned functions, to prevent or detect misstatements on a
timely basis.  A material weakness is a deficiency, or a
combination of deficiencies, in internal control over financial
reporting, such that there is a reasonable possibility that a
material misstatement of a Funds annual or interim financial
statements will not be prevented or detected on a timely basis.

Our consideration of the Funds internal control over financial
reporting was for the limited purpose described in the first
paragraph and would not necessarily disclose all deficiencies in
internal control that might be material weaknesses under
standards established by the Public Company Accounting Oversight
Board (United States).  However, we noted no deficiencies in the
Funds internal control over financial reporting and its
operation, including controls over safeguarding securities, that
we consider to be a material weakness as defined above as of
September 30, 2014.

This report is intended solely for the information and use of
management and the Board of Trustees of Putnam Master
Intermediate Income Trust and the Securities and Exchange
Commission and is not intended to be and should not be used by
anyone other than these specified parties.


      /s/ KPMG LLP


Boston, Massachusetts
November 13, 2014


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>3
<FILENAME>bylaws074.txt
<TEXT>
AMENDED AND RESTATED BYLAWS
OF
PUTNAM HIGH INCOME SECURITIES FUND,
PUTNAM MASTER INTERMEDIATE INCOME TRUST, AND
PUTNAM PREMIER INCOME TRUST

(Dated as of October 17, 2014)


ARTICLE 1
Agreement and Declaration of Trust and Principal Office

      1.1  Agreement and Declaration of Trust.  These Bylaws shall
be subject to the Agreement and Declaration of Trust, as from
time to time in effect (the Declaration of Trust), of the
Massachusetts business trust established by the Declaration of
Trust (the Trust).  Capitalized terms used but not defined in
these Bylaws have the meanings given to them in the Declaration
of Trust.

      1.2  Principal Office of the Trust.  The principal office of
the Trust shall be located in Boston, Massachusetts.  The Trust
may have other principal offices within or without the
Commonwealth of Massachusetts as the Trustees may from time to
time determine.

ARTICLE 2
Meetings of Trustees

      2.1  Regular Meetings.  Regular meetings of the Trustees may
be held without call or notice at such places and at such times
as the Trustees may from time to time determine, provided that
notice of the first regular meeting following any such
determination shall be given to absent Trustees.

      2.2  Special Meetings.  Special meetings of the Trustees may
be held at any time and at any place designated in the call of
the meeting when called by the Chair of the Trustees, the
President, the Executive Vice President or the Treasurer or by
two or more Trustees, sufficient notice thereof being given to
each Trustee by the Clerk or an Assistant Clerk or by the officer
or the Trustees calling the meeting.

      2.3  Notice of Special Meetings.  It shall be sufficient
notice to a Trustee of a special meeting: (a) to send notice (i)
by mail at least forty-eight hours before the meeting, (ii) by
courier at least forty-eight hours before the meeting, (iii) by
electronic mail (e-mail), facsimile or other electronic means at
least twenty-four hours before the meeting, in each case,
addressed to the Trustee at his or her usual or last known
business or residence address (or e-mail address, facsimile
number or other appropriate address); or (b) to give notice to
him or her in person or by telephone at least twenty-four hours
before the meeting.  Notice of a special meeting need not be
given to any Trustee if a written waiver of notice, executed by
him or her before or after the meeting, is filed with the records
of the meeting, or to any Trustee who attends the meeting without
protesting before or at its commencement the lack of notice to
him or her.  Any written waiver of notice may be provided and
delivered to the Trust by mail, courier, e-mail, facsimile or
other electronic means. Neither notice of a meeting nor a waiver
of a notice need specify the purposes of the meeting.  All
notices shall be deemed to be given when sent.

      2.4  Quorum.  At any meeting of the Trustees a majority of
the Trustees then in office shall constitute a quorum.  Once a
quorum has been validly established for a meeting, it cannot be
broken by Trustees withdrawing from the meeting.  Any meeting may
be adjourned from time to time by a majority of the votes cast
upon the question, whether or not a quorum is present, and the
meeting may be held as adjourned without further notice.

      2.5  Telephone Meeting; Action Without a Meeting.  Except as
otherwise provided in the Declaration of Trust and these Bylaws,
any action to be taken by the Trustees may be taken by a majority
of the Trustees present at the meeting of the Trustees (a quorum
being present), including any meeting held by means of a
conference telephone or other communications equipment by means
of which all persons participating in the meeting can hear each
other at the same time and participation by such means shall
constitute presence in person at a meeting. Any action to be
taken by the Trustees may also be taken without a meeting if one
or more written consents thereto are signed by a majority of the
Trustees.  Any written consent may be given by mail, courier, e-
mail, facsimile or other electronic means.  Copies of such
written consents shall be filed with the minutes of the
proceedings of the Trustees.  Such consents shall be treated for
all purposes as a vote taken at a meeting of the Trustees.  If in
accordance with the provisions of the Declaration of Trust and
these Bylaws any action is taken by the Trustees by written
consents of less than all of the Trustees, then prompt notice of
any such action shall be furnished to each Trustee who did not
execute such written consent, provided that the effectiveness of
such action shall not be impaired by any delay or failure to
furnish such notice.

ARTICLE 3
Officers

      3.1  Enumeration; Qualification.  The officers of the Trust
shall be a President, a Treasurer, a Clerk and such other
officers (including Vice President, which shall include the
office of Executive Vice President), if any, as the Trustees from
time to time may in their discretion elect.  The Trust may also
have such agents as the Trustees from time to time may in their
discretion appoint.  In addition, there shall be a Chair of the
Trustees, who will be considered an officer of the Trustees and
not of the Trust.  The Chair of the Trustees shall be a Trustee
and may but need not be a Shareholder; and any other officer may
but need not be a Trustee or a Shareholder.  Any two or more
offices may be held by the same person.

      3.2  Election.  The Chair of the Trustees, the President,
the Treasurer and the Clerk shall be elected by the Trustees upon
the occurrence of any vacancy in any such office.  Other
officers, if any, may be elected or appointed by the Trustees at
any time.  Vacancies in any such other office may be filled at
any time.

      3.3  Tenure.  The Chair of the Trustees, the President, the
Treasurer and the Clerk shall hold office in each case until he
or she dies, resigns, is removed or becomes disqualified.  Each
other officer shall hold office, and each agent shall retain
authority, at the pleasure of the Trustees.  Notwithstanding the
foregoing, the tenure of any officer of the Trust who is an
employee or officer of the Trusts investment adviser or its
affiliates shall automatically terminate contemporaneously with
the termination of such persons employment with, or service as
officer of, the Trusts investment adviser and all of its
affiliates.

      3.4  Powers.  Subject to the other provisions of these
Bylaws, each officer shall have, in addition to the duties and
powers set forth in these Bylaws and in the Declaration of Trust,
such duties and powers as are commonly incident to the office
occupied by him or her as if the Trust were organized as a
Massachusetts business corporation and such other duties and
powers as the Trustees may from time to time designate.

      3.5  Chair.  Unless the Trustees otherwise provide, the
Chair of the Trustees shall preside at all meetings of the
Trustees.  The Chair of the Trustees shall have such other duties
and powers relating to the operations of the Trustees as the
Trustees may from time to time designate, but shall have no
individual authority to act for the Trust as an officer of the
Trust.  The Trustees, including a majority of the Trustees who
are not interested persons of the Trust, as that term is defined
in the 1940 Act, may appoint one or more persons to perform the
duties of the Chair of the Trustees in the event of his or her
absence at any meeting or in the event of his or her disability.
The Chair of the Trustees shall also have the power to appoint
one or more persons to perform the duties of the Chair of the
Trustees in the event of his or her absence at any meeting.

      3.6  President.  Unless the Trustees otherwise provide by
vote or otherwise, the President shall be the principal executive
officer of the Trust.

      3.7  Treasurer.  Unless the Trustees otherwise provide by
vote or otherwise, the Treasurer shall be the principal financial
and accounting officer of the Trust, and shall, subject to the
provisions of the Declaration of Trust and to any arrangement
made by the Trustees with a custodian, investment adviser,
subadviser or manager, or transfer, Shareholder servicing or
similar agent, be in charge of the valuable papers, books of
account and accounting records of the Trust, and shall have such
other duties and powers as may be designated from time to time by
the Trustees or by the principal executive officer of the Trust.

      3.8  Clerk.  The Clerk shall record all proceedings of the
Shareholders and the Trustees in books to be kept therefor, which
books or a copy thereof shall be kept at the principal office of
the Trust.  In the absence of the Clerk from any meeting of the
Shareholders or Trustees (or a Committee thereof), an Assistant
Clerk, or if there be none or if he or she is absent, a temporary
Clerk chosen at such meeting by the chair of such meeting, shall
record the proceedings thereof in the aforesaid books.

      3.9  Resignations and Removals.  Any Trustee or officer may
resign at any time by written instrument signed by him or her and
delivered to the Chair of the Trustees, the President or the
Clerk or to a meeting of the Trustees.  Such resignation shall be
effective upon receipt unless specified to be effective at some
other time.  The Trustees may remove any officer elected or
appointed by them with or without cause.  Except to the extent
expressly provided in a written agreement with the Trust, no
Trustee or officer resigning and no officer removed shall have
any right to any compensation for any period following his or her
resignation or removal, or any right to damages on account of
such removal.

ARTICLE 4
Committees

      4.1  Quorum; Voting.  Except as provided below or as
otherwise specifically provided in the votes or charter
constituting a Committee of the Trustees and providing for the
conduct of its meetings, a majority of the members of any
Committee of the Trustees shall constitute a quorum for the
transaction of business (which quorum once validly established
cannot be broken by Trustees withdrawing from the meeting), and
any action of such a Committee may be taken by a vote of a
majority of the members of such Committee (a) present at a
meeting of such Committee (a quorum being present), including any
meeting held by means of a conference telephone or other
communications equipment by means of which all persons
participating in the meeting can hear each other at the same time
(participation by such means shall constitute presence in person
at a meeting), or (b) evidenced by one or more written consents,
including written consents submitted by mail, courier, e-mail,
facsimile or other electronic means.  Copies of such written
consents shall be filed with the minutes of the proceedings of
such Committee.  Such consents shall be treated for all purposes
as a vote taken at a meeting of such Committee.  If in accordance
with the provisions of the Declaration of Trust and these Bylaws
any action is taken by written consents of less than all of the
Committees members, then prompt notice of any such action shall
be furnished to each member who did not execute such written
consent, provided that the effectiveness of such action shall not
be impaired by any delay or failure to furnish such notice.  In
the absence of any member of any such Committee, the members
thereof present at any properly called meeting, whether or not
they constitute a quorum, may appoint a member of the Trustees to
act at that meeting only in the place of any absent member.

	Except as specifically provided in the votes constituting a
Committee of the Trustees and providing for the conduct of its
meetings, Section 2.3 of these Bylaws relating to special
meetings shall govern the notice requirements for Committee
meetings.

	4.2  Authority of Trustees.  The Trustees have the power to
rescind any action of any Committee, but no such rescission shall
have retroactive effect unless determined so by the Trustees.

ARTICLE 5
Reports

      5.1  General.  The Trustees and officers shall render
reports at the time and in the manner required by the Declaration
of Trust or any applicable law.  Officers and Committees shall
render such additional reports as they may deem desirable or as
may from time to time be required by the Trustees.

ARTICLE 6
Fiscal Year

      6.1  General.  Except as from time to time otherwise
provided by the Trustees, the initial fiscal year of the Trust
shall end on such date as is determined in advance or in arrears
by the Treasurer, and subsequent fiscal years shall end on such
date in subsequent years.

ARTICLE 7
Seal

      7.1  General.  The seal of the Trust, if any, shall consist
of a flat-faced die with the word Massachusetts, together with
the name of the Trust and the year of its organization cut or
engraved thereon but, unless otherwise required by the Trustees,
the seal need not be placed on, and its absence shall not impair
the validity of, any document, instrument or other paper executed
and delivered by or on behalf of the Trust.

ARTICLE 8
Execution of Papers

      8.1  General.  Except as the Trustees may generally or in
particular cases authorize the execution thereof in some other
manner, all deeds, leases, contracts, notes and other obligations
made, accepted or endorsed by the Trust shall be signed by the
President, a Vice President or the Treasurer, and need not bear
the seal of the Trust.

ARTICLE 9
Issuance of Shares and Share Certificates

      9.1  Sale of Shares.  Except as otherwise determined by the
Trustees, the Trust will issue and sell for cash or securities
from time to time full and fractional Shares, such Shares to be
issued and sold at a price of not less than the par value per
share, if any, and not less than the net asset value per share as
from time to time determined in accordance with procedures
adopted by the Trustees and, in the case of fractional Shares, at
a proportionate reduction in such price.  In the case of Shares
sold for securities, such securities shall be valued in
accordance with procedures approved by the Trustees for
determining the value of the assets of the Trust.  The officers
of the Trust are severally authorized to take all such actions as
may be necessary or desirable to carry out this Section 9.1.

      9.2  Share Certificates.  In lieu of issuing certificates
for Shares, the Trustees or the transfer agent may either issue
receipts therefor or may keep accounts upon the books of the
Trust for the record holders of such Shares, who shall in either
case be deemed, for all purposes hereunder, to be the holders of
certificates for such Shares as if they had accepted such
certificates and shall be held to have expressly assented and
agreed to the terms hereof.

      The Trustees may at any time authorize the issuance of Share
certificates.  In that event, each Shareholder shall be entitled
to a certificate stating the number of Shares owned by him or
her, in such form as shall be prescribed from time to time by the
Trustees.  Such certificate shall be signed by the President or a
Vice President and by the Treasurer or an Assistant Treasurer.
Such signatures may be facsimile if the certificate is signed by
a transfer agent or by a registrar.  In case any officer who has
signed or whose facsimile signature has been placed on such
certificate shall cease to be such officer before such
certificate is issued, it may be issued by the Trust with the
same effect as if he or she were such officer at the time of its
issue.

      9.3  Loss of Certificates.  The transfer agent of the Trust,
with the approval of any two officers of the Trust, is authorized
to issue and countersign replacement certificates for the Shares
of the Trust which have been lost, stolen or destroyed upon (i)
receipt of an affidavit or affidavits of loss or non-receipt and
of an indemnity agreement executed by the registered holder or
his or her legal representative and supported by an open penalty
surety bond, said agreement and said bond in all cases to be in
form and content satisfactory to and approved by the President or
the Treasurer, or (ii) receipt of such other documents as may be
approved by the Trustees.

      9.4  Issuance of New Certificate to Pledgee.  A pledgee of
Shares transferred as collateral security shall be entitled to a
new certificate if the instrument of transfer substantially
describes the debt or duty that is intended to be secured
thereby.  Such new certificate shall express on its face that it
is held as collateral security, and the name of the pledgor shall
be stated thereon, who alone shall be liable as a Shareholder and
entitled to vote thereon.

      9.5  Discontinuance of Issuance of Certificates.  The
Trustees may at any time discontinue the issuance of Share
certificates and may, by written notice to each Shareholder whom
the Trust believes to hold a Share certificate, require the
surrender of Share certificates to the Trust for cancellation.
Such surrender and cancellation shall not affect the ownership of
Shares in the Trust.

ARTICLE 10
Shareholders

      10.1  Annual Meeting.  The annual meeting of the
Shareholders of the Trust shall be held on the last Friday in
April in each year or on such other day as may be fixed by the
Trustees.  The meeting shall be held at such time as the Trustees
may fix in the notice of the meeting or otherwise.  Purposes for
which an annual meeting is to be held, additional to those
prescribed by law or these Bylaws, may be specified by the
Trustees.  Any previously scheduled annual meeting of
Shareholders may be postponed or cancelled by the Trustees upon
public notice given prior to the time previously scheduled for
such meeting, in accordance with these Bylaws.

      10.2  Adjournment.  Any meeting of Shareholders may, by
action of the chair of the meeting, be adjourned from time to
time without notice other than announcement at the meeting at
which the adjournment is taken with respect to one or more
matters to be considered at such meeting to a designated date
which may be more than 120 days after the date initially set for
the meeting, time and place, whether or not a quorum is present
with respect to such matter.  Upon motion of the chair of the
meeting, the question of adjournment may be (but is not required
by these Bylaws to be) submitted to a vote of the Shareholders,
and in that case, any adjournment with respect to one or more
matters must be approved by the vote of holders of a majority of
the Shares present and entitled to vote with respect to the
matter or matters adjourned and, if approved, such adjournment
shall take place without further notice other than announcement
at the meeting at which the adjournment is taken.  Unless a proxy
is otherwise limited in this regard, any Shares present and
entitled to vote at a meeting, including any Shares that are
represented by broker non-votes, may, at the discretion of the
proxies named therein, be voted in favor of such an adjournment.
Any proposal for which sufficient favorable votes have been
received may (but need not) be acted upon and considered final
and effective regardless of whether the meeting is adjourned to
permit additional solicitation with respect to any other proposal
that is properly before the meeting.

      10.3  Conduct of Meetings. Meetings of the Shareholders
shall be presided over by the Chair of the Trustees, or, if the
Chair is not present at the meeting, then by a Trustee or officer
designated by the Chair or authorized by the Trustees, or if
there is no such person present at the meeting, then by any
officer of the Trust present at the meeting, and such person
shall be deemed for all purposes the chair of the meeting.  The
chair of the meeting shall have the right and authority to
prescribe such rules, regulations and procedures and to do all
such acts as, in the judgment of such chair, are necessary,
appropriate or convenient for the proper conduct of the meeting,
including, without limitation, establishing: an agenda or order
of business for the meeting; rules and procedures for maintaining
order at the meeting and the safety of those present; conditions
on the recording of the meeting; limitations on participation in
such meeting to Shareholders of record of the Trust and their
duly authorized and constituted proxies, and such other persons
as the chair shall permit; restrictions on entry to the meeting
after the time fixed for the commencement thereof; limitations on
the time allotted to questions or comments by participants;
conditions for the removal of any Shareholder or any other person
who refuses to comply with meeting procedures, rules or
guidelines as set forth by the chair of the meeting; and
regulations for the opening and closing of the polls for
balloting on matters which are to be voted on by ballot.  With
the exception of proposals submitted in accordance with, and
otherwise meeting the requirements of, Rule 14a-8 under the
Securities Exchange Act of 1934, as amended, or any successor
provisions, only matters proposed by the Trustees may be included
in the Trusts proxy materials.  At all meetings of Shareholders,
unless voting is conducted by inspectors, all questions relating
to the qualification of voters and the validity of proxies and
the acceptance or rejection of votes shall be decided by the
chair of the meeting.  The chair of the meeting shall determine,
in the chairs sole discretion, whether to appoint an inspector
for any meeting.  Unless otherwise determined by the chair of the
meeting, meetings shall not be required to be held in accordance
with any rules of parliamentary procedure.

      10.4  Record Dates.  For the purpose of determining the
Shareholders of any class or series of Shares of the Trust who
are entitled to vote or act at any meeting or any adjournment
thereof, or who are entitled to receive payment of any dividend
or of any other distribution, the Trustees (or their designees)
may from time to time fix a time, which shall be not more than 90
days before the date of any meeting of Shareholders or more than
60 days before the date of payment of any dividend or of any
other distribution, as the record date for determining the
Shareholders of such class or series having the right to notice
of and to vote at such meeting and any adjournment thereof or the
right to receive such dividend or distribution, and in such case
only Shareholders of record on such record date shall have such
right notwithstanding any transfer of Shares on the books of the
Trust after the record date; or without fixing such record date
the Trustees may for any such purposes close the register or
transfer books for all or part of such period.

      10.5 Communications with Shareholders.  Any notices,
reports, statements or other communications with Shareholders of
any kind required under the Declaration of Trust, these Bylaws or
applicable law may be sent, delivered or made available in any
reasonable manner as may be determined by the Trustees or
officers if not otherwise prohibited by applicable law,
including, without limitation, by mail, courier, e-mail,
facsimile or other electronic means or by posting on a website;
and such communications may be sent, delivered or otherwise made
available to Shareholders in accordance with householding or
other similar rules under which a single copy of such notice or
report may be sent to Shareholders who reside at the same
address.  No communication need be given to any Shareholder who
shall have failed to inform the Trust of the Shareholders current
address and the Trustees may from time to time adopt, or may
authorize the officers or agents of the Trust to adopt,
procedures or policies with respect to communications to
Shareholders that are returned to the Trust or its agents as
undeliverable and similar matters.  Any Shareholder may waive
receipt of any notice or other communication.

      10.6 Proxies.  The placing of a Shareholders name on a proxy
pursuant to telephone or electronically transmitted instructions
(including instructions submitted via the Internet) obtained
pursuant to procedures reasonably designed to verify that such
instructions have been authorized by such Shareholder shall
constitute execution of such proxy by or on behalf of such
Shareholder.

ARTICLE 11

      11.1 Inspection of Books.  The Trustees shall from time to
time determine whether and to what extent, at what times and
places and under what conditions and regulations any of the
accounts and books of the Trust shall be open to the inspection
of the Shareholders, and no Shareholder shall have any right to
inspect any account or book or document of the Trust except as
conferred by law or otherwise by the Trustees or by these Bylaws.

ARTICLE 12
Advance Notice Provisions

      12.1  Advance Notice of Shareholder Nominations of Trustees
and Other Shareholder Proposals.  The matters to be considered
and brought before any meeting of Shareholders shall be limited
to only such matters, including the nomination and election of
Trustees, as shall be brought properly before such meeting in
compliance with the procedures set forth in this Section 12.1.
Only persons who are nominated in accordance with the following
procedures, other than persons nominated by the Board of
Trustees, shall be eligible for election as Trustees, and no
proposal to fix the number of Trustees shall be considered at or
brought before a meeting of Shareholders or otherwise transacted
unless notice is provided in accordance with the following
procedures.
      (a)  Shareholder Nominations for Trustee and Other
Shareholder Proposals for Meetings of Shareholders.
      (1)  For any matter to be properly brought before a
meeting of Shareholders, the matter must be (i)
specified in the notice of meeting given by or at the
direction of the Trustees pursuant to Article V,
Section 2 of the Declaration of Trust, (ii) brought
before the meeting by or at the direction of the
Trustees (or any duly authorized committee thereof) or
the Chair of the Trustees or (iii) brought before the
meeting by any Shareholder of the Trust who was a
Shareholder of record (1) at the time the notice
provided for in this Section 12.1 is delivered to the
Clerk of the Trust, (2) at the record date for the
meeting and (3) at the time of the meeting, who is
entitled to vote at the meeting on the nomination or
proposal for which the Shareholder has provided notice
prior to such meeting in accordance with this Article
12, and who complies with the notice procedures set
forth in subparagraph (2) of this paragraph (a) of this
Section 12.1 and the other requirements of this Article
12.  If the Shareholder ceases to be a holder of record
of Shares, or if the beneficial owner ceases to be the
beneficial owner of Shares to the extent the record
owner and beneficial owner are not the same person,
entitled to vote at such meeting on the nomination or
proposal for which the Shareholder has provided notice
prior to such meeting in accordance with this Article
12, the Shareholders proposal shall automatically be
withdrawn from consideration at the meeting.
      (2)  For such matter to be properly brought before
a meeting by a Shareholder pursuant to clause (iii) of
subparagraph (1) of paragraph (a) of this Section 12.1,
the Shareholder must have given timely notice thereof
in writing to the Clerk of the Trust in accordance with
paragraph (b) of this Section 12.1.  The Shareholders
notice shall contain, at a minimum, the required
information set forth in paragraph (c) of this Section
12.1.
      (b)  Timely Notice.
      (1)  Annual Meeting.  To be timely, a Shareholders
notice required by subparagraph (2) of paragraph (a) of
this Section 12.1 in respect of an annual meeting or a
special meeting in lieu of an annual meeting (each, an
Annual Meeting) shall be delivered to the Clerk at the
principal executive offices of the Trust not less than
sixty (60) nor more than ninety (90) days prior to the
anniversary date of the immediately preceding Annual
Meeting; provided, however, if and only if the Annual
Meeting is not scheduled to be held on a date that is
within thirty (30) days before or after such
anniversary date, notice by the Shareholder in order to
be timely must be so received no later than the close
of business on the tenth (10th) day following the
earlier of the date on which notice of the date of the
annual meeting was first mailed to Shareholders and the
date on which the date of the Annual Meeting was
publicly announced or disclosed.
      (2)  Special Meeting (Other than Special Meeting in
Lieu of Annual Meeting).  To be timely, a Shareholders
notice required by subparagraph (2) of paragraph (a) of
this Section 12.1 in respect of a special meeting shall
be delivered to the Clerk at the principal executive
offices of the Trust not later than the close of
business on the tenth (10th) day following the earlier
of the date on which notice of the date of the special
meeting was first mailed to Shareholders and the date
on which the date of the special meeting was publicly
announced or disclosed.
      (3)  General.  In no event shall one or more
adjournments or postponements (or public announcements
thereof) of a meeting of Shareholders commence a new
time period (or extend any time period) for the giving
of a Shareholders notice as described in this paragraph
(b) of this Section 12.1.
      (4)  Publicly Announced or Disclosed.  For purposes
of this Section 12.1, a matter shall be deemed to have
been publicly announced or disclosed if such matter is
disclosed in a press release reported by the Dow Jones
News Service, Associated Press or comparable national
news service, in a document publicly filed by the Trust
with the Securities Exchange Commission, or on a
website accessible to the public maintained by the
Trust or its investment adviser or an affiliate of such
investment adviser with respect to the Trust.
      (c)  Content of Shareholders Notice.
      (1)  Shareholder Nominations and Proposals to Fix
the Number of Trustees.  Any Shareholder desiring to
nominate any person or persons (as the case may be) for
election as a Trustee or Trustees of the Trust shall
set forth in the Shareholders notice required by this
Section 12.1 as to each person, if any, whom the
Shareholder proposes to nominate for election or re-
election as a Trustee (i) the persons name, age, date
of birth, business address, residence address and
nationality; (ii) any other information regarding the
person required by each of paragraphs (a), (d), (e) and
(f) of Item 401 of Regulation S-K and paragraph (b) of
Item 22 of Rule 14a-101 (Schedule 14A) under the
Exchange Act; (iii) any other information regarding the
person that would be required to be disclosed in a
proxy statement or other filings required to be made in
connection with solicitation of proxies for election of
Trustees or directors pursuant to Section 14 of the
Exchange Act and the rules and regulations promulgated
thereunder; (iv) whether the Shareholder believes the
person is or will be an interested person of the Trust
(as defined in the 1940 Act) and, if not an interested
person, information regarding the person that will be
sufficient for the Trust to make such determination;
(v) the written consent of the person to being named as
a nominee and to serve as a Trustee if elected; and
(vi) the class or series and number of all Shares owned
beneficially and of record by the person.  Any
Shareholders notice required by this Section 12.1 in
respect of a proposal to fix the number of Trustees
shall also set forth a description and the text of the
proposal, which description and text shall state a
fixed number of Trustees that otherwise complies with
the Bylaws and the Declaration of Trust, and shall be
accompanied by a written statement as to why the
Shareholder believes that the proposal to fix the
number of Trustees at the specified number is in the
best interests of Shareholders.
      (2)  Other Proposals.  Any Shareholder desiring to
propose any matter at a Shareholders meeting, other
than the nomination of one or more persons for the
election of Trustee or Trustees or a proposal to fix
the number of Trustees (which shall be subject to the
provisions of subparagraph (1) of paragraph (c) of this
Section 12.1) shall set forth in the Shareholders
notice required by this Section 12.1 (i) the exact text
of the proposal to be presented; (ii) a brief written
statement of the reasons why such Shareholder favors
the proposal; and (iii) a brief written statement why
the proposal is in the best interests of Shareholders.
      (3)  General Requirements.  Without limiting the
foregoing, any Shareholder who gives a Shareholders
notice of any matter proposed to be brought before a
Shareholder meeting (whether or not involving nominees
for Trustees) as required by this Section 12.1 shall
set forth in such Shareholders notice, (i) the name and
address of the Shareholder, as it appears on the Trusts
books; (ii) the class or series and number of all
Shares owned beneficially and of record by the
Shareholder (or by each of the record owner and
beneficial owner if not the same person, identifying
the name and address of each); (iii) any material
interest of such Shareholder in the matter proposed
(other than as a Shareholder); (iv) if the proposal
involves nominee(s) for Trustees, a description of all
arrangements or understandings between the Shareholder
and each proposed nominee and any other person or
persons (including their names) pursuant to which the
nomination(s) are to be made by the Shareholder; (v) a
representation that the Shareholder intends to appear
in person or by proxy at the meeting to act on the
matter(s) proposed; (vi) any other information relating
to the Shareholder that would be required to be
disclosed in a proxy statement or other filings
required to be made in connection with solicitation of
proxies with respect to the matter(s) proposed pursuant
to Section 14 of the Exchange Act and the rules and
regulations promulgated thereunder; (vii) to the extent
known by the Shareholder giving notice, the name and
address of any other Shareholder supporting the
proposed nominee or other proposal; and (viii) in the
case of a beneficial owner, evidence establishing such
beneficial owners indirect ownership of, and
entitlement to vote, Shares at the meeting of
Shareholders. As used in this Section 12.1, Shares
beneficially owned shall mean all Shares which such
person is deemed to beneficially own pursuant to Rules
13d-3 and 13d-5 under the Exchange Act.  The
Shareholder shall also provide such other information
as the Board of Trustees may reasonably request in
order to assess whether the matter is a proper matter
for Shareholder consideration and determine a position
with respect to such proposal.
      (4)  Beneficial Owner.   If the record owner and
the beneficial owner of the Shares are not the same
person, the Shareholder shall also provide the
information called for by clauses (iii), (iv), (v),
(vi) and (vii) of subparagraph (3) of paragraph (c) of
this Section 12.1 in respect of the beneficial owner of
such Shares.
      (d)  Attendance at Meeting.  Notwithstanding the
foregoing provisions of this Article 12, unless otherwise
required by the Declaration or Trust or applicable law, if
the Shareholder who has provided the notice prescribed in
paragraph (b) of this Section 12.1 does not appear at the
meeting to present in person the nominations or other
proposals that were the subject of such notice, any such
nomination or nominations shall not be acted on and any
proposal or proposals shall not be transacted.
      (e)  Authority to Determine Compliance with Procedures.
The person presiding at any meeting of Shareholders, in
addition to making any other determinations that may be
appropriate to the conduct of the meeting, shall have the
power and duty to (i) determine whether a nomination or
proposal was made in compliance with the procedures set
forth in this Article 12 and elsewhere in the Bylaws and in
the Declaration of Trust and (ii) if any nomination or
proposal is not so in compliance to declare that such
nomination or proposal shall be disregarded.

ARTICLE 13
Amendments to the Bylaws

      13.1  General.  These Bylaws may be amended or repealed, in
whole or in part, by a majority of the Trustees then in office.
These Bylaws may not be amended by Shareholders.




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</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>4
<FILENAME>decoftrust074.txt
<TEXT>
PUTNAM MASTER INTERMEDIATE INCOME TRUST
AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST
      This AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST
made at Boston, Massachusetts, on this 19th day of September,
2014, hereby amends and restates in its entirety the Agreement
and Declaration of Trust dated March 10, 1988, as heretofore
amended, by the Trustees hereunder and by the holders of shares
of beneficial interest issued hereunder as hereinafter provided.
      WITNESSETH that
      WHEREAS, this Trust has been formed to carry on the business
of an investment company; and
      WHEREAS, the Trustees have agreed to manage all property
coming into their hands as trustees of a Massachusetts voluntary
association with transferable shares in accordance with the
provisions hereinafter set forth;
      NOW, THEREFORE, the Trustees hereby declare that they will
hold all cash, securities and other assets, which they may from
time to time acquire in any manner as Trustees hereunder, IN
TRUST to manage and dispose of the same upon the following terms
and conditions for the benefit of the holders from time to time
of Shares in this Trust as hereinafter set forth.
ARTICLE I
Name and Definitions
Name
      Section 1.	This Trust shall be known as Putnam Master
Intermediate Income Trust and the Trustees shall conduct the
business of the Trust under that name or any other name as they
may from time to time determine.
Definitions
      Section 2.	Whenever used herein, unless otherwise required by
the context or specifically provided:
(a)	The Trust refers to the Massachusetts business trust
established by this Agreement and Declaration of Trust, as
amended from time to time;
(b)	Trustees refers to the Trustees of the Trust elected in
accordance with Article IV;
(c)	Shares means the equal proportionate transferable units
of interest into which the beneficial interest in the Trust
shall be divided from time to time;
(d)	 Shareholder means a record owner of Shares;
(e)	The 1940 Act refers to the Investment Company Act of
1940 and the Rules and Regulations thereunder, all as
amended from time to time;
(f)	The terms Affiliated Person, Assignment, Commission,
Interested Person, Principal Underwriter and Majority
Shareholder Vote (the 67% or 50% requirement of the third
sentence of Section 2(a)(42) of the 1940 Act, whichever may
be applicable) shall have the meanings given them in the
1940 Act (as modified by any applicable exemptive order
issued thereunder by the Securities and Exchange
Commission);
(g)	Declaration of Trust shall mean this Agreement and
Declaration of Trust as amended or restated from time to
time; and
(h)	Bylaws shall mean the Bylaws of the Trust as amended or
restated from time to time.
ARTICLE II
Purpose of Trust
      The purpose of the Trust is to provide investors a managed
investment primarily in securities, debt instruments and other
instruments and rights of a financial character.
ARTICLE III
Shares
Division of Beneficial Interest
      Section 1.	The number of Shares authorized shall be unlimited
except as the Bylaws may otherwise provide.  The beneficial
interest in the Trust shall at all times be divided into Shares,
without par value unless otherwise determined by the Trustees,
each of which shall represent an equal proportionate interest in
the Trust with each other Share, none having priority or
preference over another.  The Trustees may, without Shareholder
approval, from time to time divide or combine the Shares into a
greater or lesser number without thereby changing the
proportionate beneficial interests in the Trust.
Ownership of Shares
      Section 2.	The ownership of Shares shall be recorded on the
books of the Trust or a transfer or similar agent.  No
certificates certifying the ownership of Shares shall be issued
except as the Trustees may otherwise determine from time to time.
The Trustees may make such rules as they consider appropriate for
the issuance of Share certificates, the retirement of Share
certificates, the transfer of Shares and similar matters.  The
record books of the Trust as kept by the Trust or any transfer or
similar agent, as the case may be, shall be conclusive as to who
are the Shareholders and as to the number of Shares held from
time to time by each Shareholder.
Investment in the Trust
      Section 3.	The Trustees shall accept investments in the Trust
from such persons and on such terms and for such consideration,
which may consist of cash or tangible or intangible property or a
combination thereof, as they or the Bylaws from time to time
authorize.
No Preemptive Rights
      Section 4.	Shareholders shall have no preemptive or other
right to subscribe to any additional Shares or other securities
issued by the Trust.
Status of Shares and Limitation of Personal Liability
      Section 5.	Shares shall be deemed to be personal property
giving only the rights provided in this Declaration of Trust or
the Bylaws.  Every Shareholder by virtue of having become a
Shareholder shall be held to have expressly assented and agreed
to the terms of this Declaration of Trust and the Bylaws and to
have become a party hereto and thereto.  The death of a
Shareholder during the continuance of the Trust shall not operate
to terminate the same nor entitle the representative of any
deceased Shareholder to an accounting or to take any action in
court or elsewhere against the Trust or the Trustees, but only to
the rights of said decedent under this Trust.  Ownership of
Shares shall not entitle the Shareholder to any title in or to
the whole or any part of the Trust property or right to call for
a partition or division of the same or for an accounting, nor
shall the ownership of Shares constitute the Shareholders
partners.  Neither the Trust nor the Trustees, nor any officer,
employee or agent of the Trust shall have any power to bind
personally any Shareholder, nor except as specifically provided
herein to call upon any Shareholder for the payment of any sum of
money or assessment whatsoever other than such as the Shareholder
may at any time personally agree to pay.
Derivative Actions
      Section 6.	No Shareholder shall have the right to bring or
maintain any court action, proceeding or claim on behalf of the
Trust without first making demand on the Trustees requesting the
Trustees to bring or maintain such action, proceeding or claim.
Such demand shall be mailed to the Clerk of the Trust at the
Trusts principal office and shall set forth in reasonable detail
the nature of the proposed court action, proceeding or claim and
the essential facts relied upon by the Shareholder to support the
allegations made in the demand.  The Trustees may determine
whether the bringing or maintenance of any such action,
proceeding or claim is in the best interests of the Trust or,
alternatively, in their sole discretion, may submit the matter to
a vote of the Shareholders of the Trust.  Any such determination
made by the Trustees in good faith shall be binding on all
Shareholders.
Exclusive Selection of Forum for Certain Shareholder Actions
      Section 7.	Any action brought by a Shareholder seeking to
enforce any right or privilege of Shareholders under this
Declaration of Trust, challenging the powers of the Trustees
thereunder, alleging a breach of fiduciary duty by any Trustee or
officer of the Trust or otherwise involving primarily the
internal affairs of the Trust may be brought only in the courts
of The Commonwealth of Massachusetts.
ARTICLE IV
The Trustees
Election
      Section 1.	In each year beginning in 1989, at the annual
meeting of Shareholders or at any special meeting held in lieu
thereof, or at any special meeting held before 1989, the
Shareholders shall fix the number of and elect a Board of not
less than three Trustees, each of whom shall serve until the next
annual meeting or special meeting in lieu thereof and until the
election and qualification of his or her successor, or until he
or she sooner dies, resigns or is removed.  The initial Trustees,
each of whom shall serve until the first meeting of Shareholders
at which Trustees are elected and until his or her successor is
elected and qualified, or until he or she sooner dies, resigns or
is removed, shall be George Putnam, Richard M. Cutler and Alla
OBrien and such other persons as the Trustee or Trustees then in
office shall, prior to any sale of Shares pursuant to a public
offering, appoint.
Removal
      Section 2.	A Trustee may be removed (i) by vote of the
holders of two-thirds of the outstanding Shares at a meeting
called for the purpose or (ii) by vote of two-thirds of the
Trustees.
Effect of Death, Resignation, etc. of a Trustee
      Section 3.	The death, declination, resignation, retirement,
removal or incapacity of the Trustees, or any one of them, shall
not operate to annul the Trust or to revoke any existing agency
created pursuant to the terms of this Declaration of Trust.
Powers
      Section 4.	Subject to the provisions of this Declaration of
Trust, the business of the Trust shall be managed by the
Trustees, and they shall have all powers necessary or convenient
to carry out that responsibility.  Without limiting the
foregoing, the Trustees may adopt Bylaws not inconsistent with
this Declaration of Trust providing for the conduct of the
business of the Trust and may amend and repeal them to the extent
that such Bylaws do not reserve that right to the Shareholders;
they may fill vacancies in or add to their number, and may elect
and remove such officers and appoint and terminate such agents as
they consider appropriate; they may appoint from their own
number, and terminate, any one or more committees consisting of
two or more Trustees, including an executive committee which may,
when the Trustees are not in session, exercise some or all of the
power and authority of the Trustees as the Trustees may
determine; they may employ one or more custodians of the assets
of the Trust and may authorize such custodians to employ
subcustodians and to deposit all or any part of such assets in a
system or systems for the central handling of securities, retain
a transfer agent or a Shareholder servicing agent, or both,
provide for the distribution of Shares by the Trust, through one
or more principal underwriters or otherwise, set record dates for
the determination of Shareholders with respect to various
matters, and in general delegate such authority as they consider
desirable to any officer of the Trust, to any committee of the
Trustees and to any agent or employee of the Trust or to any such
custodian or underwriter.
      Without limiting the foregoing, the Trustees shall have
power and authority:
(a)	To invest and reinvest cash, and to hold cash
uninvested;
(b)	To sell, exchange, lend, pledge, mortgage, hypothecate,
write options on and lease any or all of the assets of
the Trust except as otherwise provided in Article IX,
Section 5;
(c)	To vote or give assent, or exercise any rights of
ownership, with respect to stock or other securities or
property; and to execute and deliver proxies or powers
of attorney to such person or persons as the Trustees
shall deem proper, granting to such person or persons
such power and discretion with relation to securities
or property as the Trustees shall deem proper;
(d)	To exercise powers and rights of subscription or
otherwise which in any manner arise out of ownership of
securities;
(e)	To hold any security or property in a form not
indicating any trust, whether in bearer, unregistered
or other negotiable form, or in the name of the
Trustees or of the Trust or in the name of a custodian,
subcustodian or other depositary or a nominee or
nominees or otherwise;
(f)	To consent to or participate in any plan for the
reorganization, consolidation or merger of any
corporation or issuer, any security of which is or was
held in the Trust; to consent to any contract, lease,
mortgage, purchase or sale of property by such
corporation or issuer, and to pay calls or
subscriptions with respect to any security held in the
Trust;
(g)	To join other security holders in acting through a
committee, depositary, voting trustee or otherwise, and
in that connection to deposit any security with, or
transfer any security to, any such committee,
depositary or trustee, and to delegate to them such
power and authority with relation to any security
(whether or not so deposited or transferred) as the
Trustees shall deem proper, and to agree to pay, and to
pay, such portion of the expenses and compensation of
such committee, depositary or trustee as the Trustees
shall deem proper;
(h)	To compromise, arbitrate or otherwise adjust claims in
favor of or against the Trust or any matter in
controversy, including but not limited to claims for
taxes;
(i)	To enter into joint ventures, general or limited
partnerships and any other combinations or
associations;
(j)	To borrow funds;
(k)	To endorse or guarantee the payment of any notes or
other obligations of any person; to make contracts of
guaranty or suretyship, or otherwise assume liability
for payment thereof; and to mortgage and pledge the
Trust property or any part thereof to secure any of or
all such obligations;
(l)	To purchase and pay for entirely out of Trust property
such insurance as they may deem necessary or
appropriate for the conduct of the business, including
without limitation, insurance policies insuring the
assets of the Trust and payment of distributions and
principal on its portfolio investments, and insurance
policies insuring the Shareholders, Trustees, officers,
employees, agents, investment advisers or managers,
principal underwriters, or independent contractors of
the Trust individually against all claims and
liabilities of every nature arising by reason of
holding, being or having held any such office or
position, or by reason of any action alleged to have
been taken or omitted by any such person as
Shareholder, Trustee, officer, employee, agent,
investment adviser or manager, principal underwriter,
or independent contractor, including any action taken
or omitted that may be determined to constitute
negligence, whether or not the Trust would have the
power to indemnify such person against such liability;
(m)	To pay pensions for faithful service, as deemed
appropriate by the Trustees, and to adopt, establish
and carry out pension, profit-sharing, share bonus,
share purchase, savings, thrift and other retirement,
incentive and benefit plans, trusts and provisions,
including the purchasing of life insurance and annuity
contracts as a means of providing such retirement and
other benefits, for any or all of the Trustees,
officers, employees and agents of the Trust; and
(n)	To purchase or otherwise acquire Shares.
      The Trustees shall not in any way be bound or limited by any
present or future law or custom in regard to investments by
trustees.  Except as otherwise provided herein or from time to
time in the Bylaws, any action to be taken by the Trustees may be
taken by a majority of the Trustees present at a meeting of the
Trustees (a quorum being present), within or without
Massachusetts, including any meeting held by means of a
conference telephone or other communications equipment by means
of which all persons participating in the meeting can hear each
other at the same time and participation by such means shall
constitute presence in person at a meeting, or by written
consents of a majority of the Trustees then in office.
Payment of Expenses by Trust
      Section 5.	The Trustees are authorized to pay or to cause to
be paid out of the assets of the Trust, all expenses, fees,
charges, taxes and liabilities incurred or arising in connection
with the Trust, or in connection with the management thereof,
including, but not limited to, the Trustees compensation and such
expenses and charges for the services of the Trusts officers,
employees, investment adviser or manager, principal underwriter,
auditor, counsel, custodian, transfer agent, Shareholder
servicing agent, and such other agents or independent contractors
and such other expenses and charges as the Trustees may deem
necessary or proper to incur.
Ownership of Assets of the Trust
      Section 6.	Title to all of the assets of the Trust shall at
all times be considered as vested in the Trustees.
Advisory, Management and Distribution
      Section 7.	Subject to a favorable Majority Shareholder Vote
to the extent required by applicable law, the Trustees may, at
any time and from time to time, contract for exclusive or
nonexclusive advisory and/or management services with any
corporation, trust, association or other organization (the
Manager), every such contract to comply with such requirements
and restrictions as may be set forth in the Bylaws; and any such
contract may contain such other terms interpretive of or in
addition to said requirements and restrictions as the Trustees
may determine, including, without limitation, authority to
determine from time to time what investments shall be purchased,
held, sold or exchanged and what portion, if any, of the assets
of the Trust shall be held uninvested and to make changes in the
Trusts investments.  The Trustees may also, at any time and from
time to time, contract with the Manager or any other corporation,
trust, association or other organization, appointing it exclusive
or nonexclusive distributor or principal underwriter for the
Shares, every such contract to comply with such requirements and
restrictions as may be set forth in the Bylaws; and any such
contract may contain such other terms interpretive of or in
addition to said requirements and restrictions as the Trustees
may determine.
      The fact that:
(i)	any of the Shareholders, Trustees or officers of the
Trust is a shareholder, director, officer, partner,
trustee, employee, manager, adviser, principal
underwriter or distributor or agent of or for any
corporation, trust, association, or other organization,
or of or for any parent or affiliate of any
organization, with which an advisory or management
contract, or principal underwriters or distributors
contract, or transfer, Shareholder servicing or other
agency contract may have been or may hereafter be made,
or that any such organization, or any parent or
affiliate thereof, is a Shareholder or has an interest
in the Trust, or that
(ii)	any corporation, trust, association or other
organization with which an advisory or management
contract or principal underwriters or distributors
contract, or transfer, Shareholder servicing or other
agency contract may have been or may hereafter be made
also has an advisory or management contract, or
principal underwriters or distributors contract, or
transfer, Shareholder servicing or other agency
contract with one or more other corporations, trusts,
associations, or other organizations, or has other
business or interests shall not affect the validity of
any such contract or disqualify any Shareholder,
Trustee or officer of the Trust from voting upon or
executing the same or create any liability or
accountability to the Trust or its Shareholders.
ARTICLE V
Shareholders Voting Powers and Meetings
Voting Powers
      Section 1.	The Shareholders shall have power to vote only (i)
for the election of Trustees as provided in Article IV, Section
1, (ii) for the removal of Trustees as provided in Article IV,
Section 2 (iii) with respect to any Manager as provided in
Article IV, Section 6, (iv) with respect to any termination of
this Trust to the extent and as provided in Article IX, Section
4, (v) with respect to any merger, consolidation or sale of
assets of the Trust to the extent and as provided in Article IX,
Section 5, (vi) with respect to any conversion of the Trust as
provided in Article IX, Section 6, (vii) with respect to any
amendment of this Declaration of Trust to the extent and as
provided in Article IX, Section 9, and (viii) with respect to
such additional matters relating to the Trust as may be required
by this Declaration of Trust, the Bylaws or any registration of
the Trust with the Commission (or any successor agency) or any
state, or as the Trustees may consider necessary or desirable.
Each whole Share shall be entitled to one vote as to any matter
on which it is entitled to vote and each fractional Share shall
be entitled to a proportionate fractional vote.  There shall be
no cumulative voting in the election of Trustees.  Shares may be
voted in person or by proxy.  A proxy with respect to Shares held
in the name of two or more persons shall be valid if executed by
any one of them unless at or prior to exercise of the proxy the
Trust receives a specific written notice to the contrary from any
one of them.  A proxy purporting to be executed by or on behalf
of a Shareholder shall be deemed valid unless challenged at or
prior to its exercise and, in the case of a challenge by any
person other than the Trust, the burden of proving invalidity
shall rest on the challenger.  Until Shares are issued, the
Trustees may exercise all rights of Shareholders and may take any
action required by law, this Declaration of Trust or the Bylaws
to be taken by Shareholders.
Voting Power and Meetings
      Section 2.	There shall be an annual meeting of the
Shareholders on the date fixed in the Bylaws at the office of the
Trust in Boston, Massachusetts, or at such other place as may be
designated in the call thereof, which call shall be made by the
Trustees.  In the event that such meeting is not held in any year
on the date fixed in the Bylaws, whether the omission be by
oversight or otherwise, a subsequent special meeting may be
called by the Trustees and held in lieu of the annual meeting
with the same effect as though held on such date.  Special
meetings may also be called by the Trustees from time to time for
the purpose of taking action upon any matter requiring the vote
or authority of the Shareholders as herein provided or upon any
other matter deemed by the Trustees to be necessary or desirable.
Written notice of any meeting of Shareholders shall be given or
caused to be given by the Trustees by mailing such notice at
least seven days before such meeting, postage prepaid, stating
the time, place and purpose of the meeting, to each Shareholder
entitled to vote at such meeting at the Shareholders address as
it appears on the records of the Trust.  If the Trustees shall
fail to call or give notice of any meeting of Shareholders for a
period of 30 days after written application by Shareholders
holding at least 25% of the then outstanding Shares entitled to
vote at such meeting requesting a meeting to be called for a
purpose requiring action by the Shareholders as provided herein
or in the Bylaws, then Shareholders holding at least 25% of the
then outstanding Shares entitled to vote at such meeting may call
and give notice of such meeting, and thereupon the meeting shall
be held in the manner provided for herein in case of call thereof
by the Trustees.  Notice of a meeting need not be given to any
Shareholder if a written waiver of notice, executed by him or her
before or after the meeting, is filed with the records of the
meeting, or to any Shareholder who attends the meeting without
protesting prior thereto or at its commencement the lack of
notice to him or her.
Quorum and Required Vote
      Section 3.	A majority of Shares entitled to vote shall be a
quorum for the transaction of business at a Shareholders meeting
but any lesser number shall be sufficient for adjournments.  Any
adjourned session or sessions may be held, within a reasonable
time after the date set for the original meeting, without the
necessity of further notice.  Except when a larger vote is
required by any provision of law or of this Declaration of Trust
or the Bylaws, a majority of the Shares voted shall decide any
questions and a plurality shall fix the number of Trustees and
elect a Trustee.
Action by Written Consent
      Section 4.	Any action taken by Shareholders may be taken
without a meeting if a majority of Shareholders entitled to vote
on the matter (or such larger proportion thereof as shall be
required by any express provision of this Declaration of Trust or
the Bylaws) consent to the action in writing and such written
consents are filed with the records of the meetings of
Shareholders.  Such consent shall be treated for all purposes as
a vote taken at a meeting of Shareholders.
Additional Provisions
      Section 5.	The Bylaws may include further provisions, not
inconsistent with this Declaration of Trust, regarding
Shareholders voting powers, the conduct of meetings and related
matters.
ARTICLE VI
Distributions
      The Trustees may each year, or more frequently if they so
determine, distribute to the Shareholders such amounts as the
Trustees may determine.  Any amounts shall be distributed pro
rata in proportion to the number of Shares held by each
Shareholder.  Such distributions shall be made in cash, Shares or
other property, or a combination thereof, as determined by the
Trustees.  Any such distribution paid in Shares will be paid at
the net asset value thereof as determined in accordance with the
Bylaws.
ARTICLE VII
Compensation and Limitation of Liability of Trustees
Compensation
      Section 1.	The Trustees as such shall be entitled to
reasonable compensation from the Trust; they may fix the amount
of their compensation.  Nothing herein shall in any way prevent
the employment of any Trustee for advisory, management, legal,
accounting, investment banking or other services and payment for
the same by the Trust.
Limitation of Liability
      Section 2.	A Trustee shall be liable for his or her own
willful misfeasance, bad faith, gross negligence or reckless
disregard of the duties involved in the conduct of the office of
Trustee, and for nothing else.  The Trustees shall not be
responsible or liable in any event for any neglect or wrongdoing
of any officer, agent, employee, manager or principal underwriter
of the Trust, nor shall any Trustee be responsible for the act or
omission of any other Trustee.  The appointment, designation or
identification of a Trustee as an officer of the Trustees or of
any committee of the Trustees, or as an expert with respect to
certain matters (including without limitation identification of a
Trustee as an audit committee financial expert) shall not impose
on that person any duty, obligation or liability that is greater
than the duties, obligations and liabilities imposed on that
person as a Trustee in the absence of such appointment,
designation or identification, and no Trustee who has special
skills or expertise or who is appointed, designated of identified
as aforesaid, shall be held to a higher standard of care by
virtue thereof or be limited in any way with respect to any right
or privilege to which such person would otherwise be entitled as
a Trustee hereunder, including without limitation the right of
indemnification.  Nothing herein contained shall protect any
Trustee against any liability to which he or she would otherwise
be subject by reason of willful misfeasance, bad faith, gross
negligence or reckless disregard of the duties involved in the
conduct of his or her office.
ARTICLE VIII
Indemnification
Trustees, Officers, etc.
      Section 1.	The Trust shall indemnify each of its Trustees and
officers (including persons who serve at the Trusts request as
directors, officers or trustees of another organization in which
the Trust has any interest as a shareholder, creditor or
otherwise) (hereinafter referred to as a Covered Person) against
all liabilities and expenses, including but not limited to
amounts paid in satisfaction of judgments, in compromise or as
fines and penalties, and counsel fees reasonably incurred by any
Covered Person in connection with the defense or disposition of
any threatened, pending, or contemplated action, suit or
proceeding, whether civil, criminal, administrative, arbitrative,
or investigative and whether formal or informal before any court
or administrative or legislative or other body, in which such
Covered Person may be or may have been involved as a party or
otherwise or with which such Covered Person may be or may have
been threatened, while in office or thereafter, by reason of
being or having been such a Covered Person except with respect to
any matter as to which such Covered Person shall have been
finally adjudicated in any such action, suit or other proceeding
(a) not to have acted in good faith, (b) not to have acted in the
reasonable belief that such Covered Persons action was in the
best interests of the Trust or at least was not opposed to the
best interests of the Trust, (c) in the case of a criminal
proceeding, to have had reasonable cause to believe his or her
action was unlawful or (d) to be liable to the Trust or its
Shareholders by reason of willful misfeasance, bad faith, gross
negligence or reckless disregard of the duties involved in the
conduct of such Covered Persons office (each of such exceptions
being referred to hereinafter as Disabling Conduct).  Expenses,
including counsel fees so incurred by any such Covered Person
(but excluding amounts paid in satisfaction of judgments, in
compromise or as fines or penalties), shall be paid from time to
time by the Trust in advance of the final disposition of any such
action, suit or proceeding upon receipt of an undertaking by or
on behalf of such Covered Person to repay amounts so paid to the
Trust if it is ultimately determined that indemnification of such
expenses is not authorized under this Article, provided, however,
that either (a) such Covered Person shall have provided
appropriate security for such undertaking, (b) the Trust shall be
insured against losses arising from any such advance payments or
(c) either a majority of the disinterested Trustees acting on the
matter (provided that a majority of the disinterested Trustees
then in office act on the matter), or independent legal counsel
in a written opinion, shall have determined, based upon a review
of readily available facts (as opposed to a full trial type
inquiry), that there is reason to believe that such Covered
Person will be found entitled to indemnification under this
Article.  In making any such determination, the disinterested
Trustees or such counsel, as the case may be, shall afford the
Covered Person a rebuttable presumption that the Covered Person
did not engage in Disabling Conduct.
Compromise Payment
      Section 2.	As to any matter disposed of (whether by a
compromise payment, pursuant to a consent decree or otherwise)
without an adjudication by a court, or by any other body before
which the action, suit, or proceeding was brought, that such
Covered Person engaged in Disabling Conduct, indemnification
shall be provided if (a) approved as in the best interests of the
Trust, after notice that it involves such indemnification, by at
least a majority of the disinterested Trustees acting on the
matter (provided that a majority of the disinterested Trustees
then in office act on the matter) upon a determination, based
upon a review of readily available facts (as opposed to a full
trial type inquiry) that such Covered Person did not engage in
Disabling Conduct, or (b) there has been obtained an opinion in
writing of independent legal counsel, based upon a review of
readily available facts (as opposed to a full trial type inquiry)
to the effect that such Covered Person did not engage in
Disabling Conduct.  Any approval pursuant to this Section shall
not prevent the recovery from any Covered Person of any amount
paid to such Covered Person in accordance with this Section as
indemnification if such Covered Person is subsequently
adjudicated by a court of competent jurisdiction not to have
engaged in Disabling Conduct.
Right Not Exclusive
      Section 3.	The right of indemnification hereby provided shall
not be exclusive of or affect any other rights to which such
Covered Person may be entitled.  As used in this Article VIII,
the term Covered Person shall include such persons heirs,
executors and administrators, and a disinterested Trustee is a
Trustee who is not an interested person of the Trust as defined
in Section 2(a)(19) of the 1940 Act (or who has been exempted
from being an interested person by any rule, regulation or order
of the Commission) and against whom none of such actions, suits
or other proceedings or another action, suit or other proceeding
on the same or similar grounds is then or has been pending.
Nothing contained in this Article shall affect any rights to
indemnification to which personnel of the Trust, other than
Trustees or officers, and other persons may be entitled by
contract or otherwise under law, nor the power of the Trust to
purchase and maintain liability insurance on behalf of any such
person.
Shareholders
      Section 4.	In case any Shareholder or former Shareholder
shall be held to be personally liable solely by reason of his or
her being or having been a Shareholder and not because of his or
her acts or omissions or for some other reason, the Shareholder
or former Shareholder (or his or her heirs, executors,
administrators or other legal representatives or, in the case of
a corporation or other entity, its corporate or other general
successor) shall be entitled to be held harmless from and
indemnified against all loss and expense arising from such
liability, but only out of the assets of the particular series of
Shares of which he or she is or was a Shareholder.
ARTICLE IX
Miscellaneous
Trustees, Shareholders, etc. Not Personally Liable for
Obligations of the Trust; Notice
      Section 1.	All persons extending credit to, contracting with
or having any claim against the Trust or a particular series of
Shares shall look only to the assets of the Trust or the assets
of that particular series of Shares for payment under such
credit, contract or claim, and neither the Shareholders nor the
Trustees, nor any of the Trusts officers, employees or agents,
whether past, present or future, shall be personally liable
therefor.
Every note, bond, contract, instrument, certificate or
undertaking and every other act or thing whatsoever executed or
done by any Trustee, officer, employee or agent on behalf of the
Trust or the Trustees or any of them in connection with the Trust
shall be conclusively deemed to have been executed or done only
in or with respect to such persons capacity as a Trustee,
officer, employee or agent, and such person shall not be
personally liable thereon.
Every note, bond, contract, instrument, certificate or
undertaking executed on behalf of the Trust by any Trustee,
officer, employee or agent of the Trust shall give notice that
this Declaration of Trust is on file with the Secretary of The
Commonwealth of Massachusetts and shall recite that the same was
executed by them on behalf of the Trust in their capacity as
Trustees, officers, employees or agents of the Trust and not
individually and that the obligations of such instrument are not
binding upon any of them or the Shareholders individually but are
binding only upon the assets and property of the Trust, and may
contain such further recitals as the person so executing may deem
appropriate, but any omission of such notice or recitals shall
not operate to bind any such Trustee, officer, employee or agent
or the Shareholders individually.
Trustees Good Faith Actions Binding; Expert Advice; No Bond or
Surety
      Section 2.	The exercise by the Trustees of their powers and
discretions hereunder shall be binding upon everyone interested.
The Trustees may take advice of counsel or other experts with
respect to the meaning and operation of this Declaration of
Trust, and shall be under no liability for any act or omission
taken in accordance with such advice or for failing to follow
such advice.  The Trustees shall not be required to give any bond
as such, nor any surety if a bond is required.
Liability of Third Persons Dealing with Trustees
      Section 3.	No person dealing with the Trustees shall be bound
to make any inquiry concerning the validity of any transaction
made or to be made by the Trustees or to see to the application
of any payments made or property transferred to the Trust or upon
its order.
Duration and Termination of Trust
      Section 4.	Unless terminated as provided herein, the Trust
shall continue without limitation of time.  The Trust may be
terminated at any time by vote of Shareholders holding at least
66 2/3% of the Shares entitled to vote (provided, however, if
such termination is recommended by two-thirds of the Trustees
then in office, the vote of a majority of the Shares entitled to
vote shall be sufficient authorization) or by the Trustees by
written notice to the Shareholders.  Upon termination of the
Trust, after paying or otherwise providing for all charges,
taxes, expenses and liabilities, whether due or accrued or
anticipated, of the Trust, as may be determined by the Trustees,
the Trust shall, in accordance with such procedures as the
Trustees consider appropriate, reduce the remaining assets to
distributable form in cash or shares or other property, or any
combination thereof, and distribute the proceeds to the
Shareholders, ratably according to the number of Shares held by
the several Shareholders on the date of termination.
Merger, Consolidation and Sale of Assets
      Section 5.	The Trust may merge or consolidate with any other
corporation, association, trust or other organization or may
sell, lease or exchange all or substantially all of its assets,
including its good will, upon such terms and conditions and for
such consideration when and as authorized at any meeting of
Shareholders called for the purpose by the affirmative vote of
the holders of not less than two-thirds of the Shares entitled to
vote; provided, however, that if such merger, consolidation,
sale, lease or exchange is recommended by at least two-thirds of
the total number of Trustees then in office, the vote of the
holders of a majority of the Shares entitled to vote shall be
sufficient authorization.  Nothing contained herein shall be
construed as requiring approval of the Shareholders for any sale
of assets in the ordinary course of business of the Trust.
Conversion
      Section 6.	The Fund may be converted at any time from a
closed-end company to an open-end company as those terms are
defined in Section 5(a)(2) and 5(a)(1), respectively, of the 1940
Act as in effect on October 1, 1987, upon the approval of such a
proposal, together with the necessary amendments to the
Declaration of Trust to permit such a conversion, by the holders
of two-thirds of the Funds outstanding Shares entitled to vote,
except that if such proposal is recommended by two-thirds of the
total number of Trustees then in office or such proposal is voted
upon after the beginning of the fiscal year commencing in 1993
such proposal may be adopted by a vote of a majority of the Funds
outstanding Shares entitled to vote.  In addition, commencing
with the beginning of the fiscal year commencing in 1993, and in
each fiscal year thereafter, if Shares of the Fund have traded on
the principal securities exchange where listed at an average
discount of more than ten percent (10%), determined on the basis
of the discount as of the end of the last trading day in each
week during the period of twelve (12) calendar weeks preceding
the beginning of each such fiscal year, the Trustees will submit
to the Shareholders at the next succeeding annual meeting, or
within six months thereafter if the Fund does not then hold
annual meetings, a proposal to convert the Fund from a closed-end
company to an open-end company as those terms are defined above,
together with the necessary amendments to this Declaration of
Trust to permit such a conversion.  Upon the adoption of such
proposal and related amendments by the Funds outstanding shares
entitled to vote, the Fund shall upon complying with any
requirements of the 1940 Act and state law, become an open-end
investment company.  Such affirmative vote or consent shall be in
addition to the vote or consent of the holders of the Shares
otherwise required by law, or any agreement between the Trust and
any national securities exchange.
Filing and Copies, References, Headings
      Section 7.	The original or a copy of this instrument and of
each amendment hereto shall be kept at the office of the Trust
where it may be inspected by any Shareholder.  A copy of this
instrument and of each amendment hereto shall be filed by the
Trust with the Secretary of The Commonwealth of Massachusetts and
with the Boston City Clerk, as well as any other governmental
office where such filing may from time to time be required.
Anyone dealing with the Trust may rely on a certificate by an
officer of the Trust as to whether or not any such amendments
have been made and as to any matters in connection with the Trust
hereunder, and, with the same effect as if it were the original,
may rely on a copy certified by an officer of the Trust to be a
copy of this instrument or of any such amendments.  In this
instrument and in any such amendment, references to this
instrument and all expressions like herein, hereof and hereunder
shall be deemed to refer to this instrument as amended or
affected by any such amendments.  Headings are placed herein for
convenience of reference only and shall not be taken as a part
hereof or control or affect the meaning, construction or effect
of this instrument.  This instrument may be executed in any
number of counterparts each of which shall be deemed an original.
Applicable Law
      Section 8.	This Declaration of Trust is made in The
Commonwealth of Massachusetts, and it is created under and is to
be governed by and construed and administered according to the
laws of said Commonwealth.  The Trust shall be of the type
commonly called a Massachusetts business trust and, without
limiting the provisions hereof, the Trust may exercise all powers
which are ordinarily exercised by such a trust.
Amendments
      Section 9.	This Declaration of Trust may be amended at any
time by an instrument in writing signed by a majority of the then
Trustees when authorized to do so by vote of Shareholders holding
a majority of the Shares entitled to vote, except that an
amendment amending or affecting the provisions of Section 1 of
Article IV, Sections 4, 5 and 6 of this Article IX or of this
sentence shall require the vote of Shareholders holding two-
thirds of the Shares entitled to vote.  Amendments having the
purpose of changing the name of the Trust or of supplying any
omission, curing any ambiguity or curing, correcting or
supplementing any defective or inconsistent provision contained
herein shall not require authorization by Shareholder vote.


      IN WITNESS WHEREOF, the undersigned, being a majority of the
Trustees of the Trust, have hereunto set their hands and seals in
the City of Boston, Massachusetts for themselves and their
assigns, as of the day and year first above written.

/s/ Liaquat Ahamed				        /s/ John A. Hill
Liaquat Ahamed

/s/ Ravi Akhoury
John A. Hill

/s/ Paul L. Joskow
Ravi Akhoury
Paul L. Joskow
/s/ Barbara M. Baumann
/s/ Kenneth R. Leibler
Barbara M. Baumann
Kenneth R. Leibler
/s/ Jameson A. Baxter
/s/ Robert E. Patterson
Jameson A. Baxter
Robert E. Patterson
/s/ Charles B. Curtis
/s/ George Putnam, III
Charles B. Curtis
George Putnam, III
/s/ Robert J. Darretta
/s/ Robert L. Reynolds
Robert J. Darretta
Robert L. Reynolds
/s/ Katinka Domotorffy
/s/ W. Thomas Stephens
Katinka Domotorffy
W. Thomas Stephens


THE COMMONWEALTH OF MASSACHUSETTS

Suffolk, ss.
Boston, September 19, 2014

         Then personally appeared each of the above named
Trustees of Putnam Master Intermediate Income Trust and
acknowledged the foregoing instrument to be his or her free act
and deed, before me,

                                  					/s/ J.
Scott-Harris
                                  					----------
----------------------------
                              					Notary Public
                        					My Commission
Expires:  8/29/2019

The individuals listed 	on the signature page represent all of
the members of the Board of Trustees of the Trust.  The business
address of the Trust and each Trustee is One Post Office Square,
Boston, MA 02109.
-19-

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>5
<FILENAME>mgmtcntrct074.txt
<TEXT>
PUTNAM MASTER INTERMEDIATE INCOME TRUST
MANAGEMENT CONTRACT
      This Management Contract is dated as of February 27, 2014
between PUTNAM MASTER INTERMEDIATE INCOME TRUST, a Massachusetts
business trust (the Fund), and PUTNAM INVESTMENT MANAGEMENT, LLC,
a Delaware limited liability company (the Manager).
      In consideration of the mutual covenants herein contained,
it is agreed as follows:
1.	SERVICES TO BE RENDERED BY MANAGER TO FUND.
      (a)	The Manager, at its expense, will furnish continuously
an investment program for the Fund or, in the case of a Fund that
has divided its shares into two or more series under
Section 18(f)(2) of the Investment Company Act of 1940, as
amended (the 1940 Act), each series of the Fund identified from
time to time on Schedule A to this Contract (each reference in
this Contract to a Fund or to the Fund is also deemed to be a
reference to any existing series of the Fund, as appropriate in
the particular context), will determine what investments will be
purchased, held, sold or exchanged by the Fund and what portion,
if any, of the assets of the Fund will be held uninvested and
will, on behalf of the Fund, make changes in such investments.
Subject always to the control of the Trustees of the Fund and
except for the functions carried out by the officers and
personnel referred to in Section 1(d), the Manager will also
manage, supervise and conduct the other affairs and business of
the Fund and matters incidental thereto.  In the performance of
its duties, the Manager will comply with the provisions of the
Agreement and Declaration of Trust and By-Laws of the Fund and
the stated investment objectives, policies and restrictions of
the Fund, will use its best efforts to safeguard and promote the
welfare of the Fund and to comply with other policies which the
Trustees may from time to time determine and will exercise the
same care and diligence expected of the Trustees.
      (b)	The Manager, at its expense, except as such expense is
paid by the Fund as provided in Section 1(d), will furnish (1)
all necessary investment and management facilities, including
salaries of personnel, required for it to execute its duties
faithfully; (2) suitable office space for the Fund; and (3)
administrative facilities, including bookkeeping, clerical
personnel and equipment necessary for the efficient conduct of
the affairs of the Fund, including determination of the net asset
value of the Fund, but excluding shareholder accounting services.
Except as otherwise provided in Section 1(d), the Manager will
pay the compensation, if any, of the officers of the Fund.
      (c)	The Manager, at its expense, will place all orders for
the purchase and sale of portfolio investments for the Funds
account with brokers or dealers selected by the Manager.  In the
selection of such brokers or dealers and the placing of such
orders, the Manager will use its best efforts to obtain for the
Fund the most favorable price and execution available, except to
the extent it may be permitted to pay higher brokerage
commissions for brokerage and research services as described
below.  In using its best efforts to obtain for the Fund the most
favorable price and execution available, the Manager, bearing in
mind the Funds best interests at all times, will consider all
factors it deems relevant, including by way of illustration,
price, the size of the transaction, the nature of the market for
the security, the amount of the commission, the timing of the
transaction taking into account market prices and trends, the
reputation, experience and financial stability of the broker or
dealer involved and the quality of service rendered by the broker
or dealer in other transactions.  Subject to such policies as the
Trustees of the Fund may determine, the Manager will not be
deemed to have acted unlawfully or to have breached any duty
created by this Contract or otherwise solely by reason of its
having caused the Fund to pay a broker or dealer that provides
brokerage and research services to the Manager an amount of
commission for effecting a portfolio investment transaction in
excess of the amount of commission another broker or dealer would
have charged for effecting that transaction, if the Manager
determines in good faith that such amount of commission was
reasonable in relation to the value of the brokerage and research
services provided by such broker or dealer, viewed in terms of
either that particular transaction or the Managers overall
responsibilities with respect to the Fund and to other clients of
the Manager as to which the Manager exercises investment
discretion.  The Manager agrees that in connection with purchases
or sales of portfolio investments for the Funds account, neither
the Manager nor any officer, director, employee or agent of the
Manager shall act as a principal or receive any commission other
than as provided in Section 3.
      (d)	The Fund will pay or reimburse the Manager for the
compensation in whole or in part of such officers of the Fund and
persons assisting them as may be determined from time to time by
the Trustees of the Fund.  The Fund will also pay or reimburse
the Manager for all or part of the cost of suitable office space,
utilities, support services and equipment attributable to such
officers and persons as may be determined in each case by the
Trustees of the Fund.  The Fund will pay the fees, if any, of the
Trustees of the Fund.
      (e)	The Manager will not be obligated to pay any expenses
of or for the Fund not expressly assumed by the Manager pursuant
to this Section 1 other than as provided in Section 3.
      (f)	Subject to the prior approval of a majority of the
Trustees, including a majority of the Trustees who are not
interested persons and, to the extent required by the 1940 Act
and the rules and regulations under the 1940 Act, subject to any
applicable guidance or interpretation of the Securities and
Exchange Commission or its staff, by the shareholders of the
Fund, the Manager may, from time to time, delegate to a sub-
adviser or sub-administrator any of the Managers duties under
this Contract, including the management of all or a portion of
the assets being managed.  In all instances, however, the Manager
must oversee the provision of delegated services, the Manager
must bear the separate costs of employing any sub-adviser or sub-
administrator, and no delegation will relieve the Manager of any
of its obligations under this Contract.
2.	OTHER AGREEMENTS, ETC.
      It is understood that any of the shareholders, Trustees,
officers and employees of the Fund may be a shareholder,
director, officer or employee of, or be otherwise interested in,
the Manager, and in any person controlled by or under common
control with the Manager, and that the Manager and any person
controlled by or under common control with the Manager may have
an interest in the Fund.  It is also understood that the Manager
and any person controlled by or under common control with the
Manager may have advisory, management, service or other contracts
with other organizations and persons and may have other interests
and business.
3.	COMPENSATION TO BE PAID BY THE FUND TO THE MANAGER.
      The Fund will pay to the Manager as compensation for the
Managers services rendered, for the facilities furnished and for
the expenses borne by the Manager pursuant to paragraphs (a),
(b), and (c) of Section 1, a fee, based on the Funds Average Net
Assets, computed and paid quarterly at the annual rates set forth
on Schedule B attached to this Contract, as from time to time
amended.
      Average Net Assets means the average of the weekly
determinations of the difference between the total assets of the
Fund (including any assets attributable to leverage for
investment purposes) and the total liabilities of the Fund
(excluding liabilities incurred in connection with leverage for
investment purposes), determined at the close of the last
business day of each week, for each week which ends during the
quarter.  The fee is payable for each quarter within 30 days
after the close of the quarter.  As used in this Section 3,
leverage for investment purposes means any incurrence of
indebtedness the proceeds of which are to be invested in
accordance with the Funds investment objective.  For purposes of
calculating Average Net Assets, liabilities associated with any
instruments or transactions used to leverage the Funds portfolio
for investment purposes (whether or not such instruments or
transactions are covered within the meaning of the 1940 Act and
the rules and regulations thereunder, giving effect to any
interpretations of the Securities and Exchange Commission and its
staff) are not considered liabilities.  For purposes of
calculating Average Net Assets, the total assets of the Fund will
be deemed to include (a) any proceeds from the sale or transfer
of an asset (the Underlying Asset) of the Fund to a counterparty
in a reverse repurchase or dollar roll transaction and (b) the
value of such Underlying Asset as of the relevant measuring date.
      In the event that, during any period for which payments of
interest or fees (whether designated as such or implied) are
payable in connection with any indebtedness or other obligation
of the Fund incurred for investment purposes (a Measurement
Period), the amount of interest payments and fees with respect to
such indebtedness or other obligation, plus additional expenses
attributable to any such leverage for investment purposes for
such Measurement Period, exceeds the portion of the Funds net
income and net short-term capital gains (but not long-term
capital gains) accruing during such Measurement Period as a
result of the fact that such indebtedness or other obligation was
outstanding during the Measurement Period, then the fee payable
to the Manager pursuant to this Section 3 shall be reduced by the
amount of such excess; provided, however, that the amount of such
reduction for any such Period shall not exceed the amount
determined by multiplying (i) the aggregate value of all assets
representing leverage for investment purposes by (ii) the
percentage of the Average Net Assets of the Fund which the fee
payable to the Manager during such Measurement Period pursuant to
this Section 3 would constitute without giving effect to such
reduction.  The amount of such reduction attributable to any
Measurement Period shall reduce the amount of the next quarterly
payment of the fee payable pursuant to this Section 3 following
the end of such Measurement Period, and of any subsequent
quarterly or more frequent payments, as may be necessary.  The
expenses attributable to leverage for investment purposes and the
portion of the Funds net income and net short-term capital gains
accruing during any Measurement Period as a result of the fact
that leverage for investment purposes was outstanding during such
Measurement Period shall be determined by the Trustees of the
Fund.
      The fees payable by the Fund to the Manager pursuant to this
Section 3 will be reduced by any commissions, fees, brokerage or
similar payments received by the Manager or any affiliated person
of the Manager in connection with the purchase and sale of
portfolio investments of the Fund, less any direct expenses
approved by the Trustees incurred by the Manager or any
affiliated person of the Manager in connection with obtaining
such payments.
      In the event that expenses of the Fund for any fiscal year
exceed the expense limitation on investment company expenses
imposed by any statute or regulatory authority of any
jurisdiction in which shares of the Fund are qualified for offer
or sale, the compensation due the Manager for such fiscal year
will be reduced by the amount of excess by a reduction or refund
thereof.  In the event that the expenses of the Fund exceed any
expense limitation which the Manager may, by written notice to
the Fund, voluntarily declare to be effective subject to such
terms and conditions as the Manager may prescribe in such notice,
the compensation due the Manager will be reduced, and if
necessary, the Manager will assume expenses of the Fund, to the
extent required by the terms and conditions of such expense
limitation.
      If the Manager serves for less than the whole of a quarter,
the foregoing compensation will be prorated.
4.	ASSIGNMENT TERMINATES THIS CONTRACT; AMENDMENTS OF THIS
CONTRACT.
      This Contract will automatically terminate, without the
payment of any penalty, in the event of its assignment, provided
that no delegation of responsibilities by the Manager pursuant to
Section 1(f) will be deemed to constitute an assignment.  No
provision of this Contract may be changed, waived, discharged or
terminated orally, but only by an instrument in writing signed by
the party against which enforcement of the change, waiver,
discharge or termination is sought.  No amendment of this
Contract is effective until approved in a manner consistent with
the 1940 Act, the rules and regulations under the 1940 Act and
any applicable guidance or interpretation of the Securities and
Exchange Commission or its staff.
5.	EFFECTIVE PERIOD AND TERMINATION OF THIS CONTRACT.
      This Contract is effective upon its execution and will
remain in full force and effect as to a Fund continuously
thereafter (unless terminated automatically as set forth in
Section 4 or terminated in accordance with the following
paragraph) through June 30, 2014, and will continue in effect
from year to year thereafter so long as its continuance is
approved at least annually by (i) the Trustees, or the
shareholders by the affirmative vote of a majority of the
outstanding shares of the respective Fund, and (ii) a majority of
the Trustees who are not interested persons of the Fund or of the
Manager, by vote cast in person at a meeting called for the
purpose of voting on such approval.
      Either party hereto may at any time terminate this Contract
as to a Fund by not less than 60 days written notice delivered or
mailed by registered mail, postage prepaid, to the other party.
Action with respect to a Fund may be taken either (i) by vote of
a majority of the Trustees or (ii) by the affirmative vote of a
majority of the outstanding shares of the respective Fund.
      Termination of this Contract pursuant to this Section 5 will
be without the payment of any penalty.
6.	CERTAIN DEFINITIONS.
      For the purposes of this Contract, the affirmative vote of a
majority of the outstanding shares of a Fund means the
affirmative vote, at a duly called and held meeting of
shareholders of the respective Fund, (a) of the holders of 67% or
more of the shares of the Fund present (in person or by proxy)
and entitled to vote at the meeting, if the holders of more than
50% of the outstanding shares of the Fund entitled to vote at the
meeting are present in person or by proxy or (b) of the holders
of more than 50% of the outstanding shares of the Fund entitled
to vote at the meeting, whichever is less.
      For the purposes of this Contract, the terms affiliated
person, control, interested person and assignment have their
respective meanings defined in the 1940 Act, subject, however, to
the rules and regulations under the 1940 Act and any applicable
guidance or interpretation of the Securities and Exchange
Commission or its staff; the term approve at least annually will
be construed in a manner consistent with the 1940 Act and the
rules and regulations under the 1940 Act and any applicable
guidance or interpretation of the Securities and Exchange
Commission or its staff; and the term brokerage and research
services has the meaning given in the Securities Exchange Act of
1934 and the rules and regulations under the Securities Exchange
Act of 1934 and under any applicable guidance or interpretation
of the Securities and Exchange Commission or its staff.
7.	NON-LIABILITY OF MANAGER.
      In the absence of willful misfeasance, bad faith or gross
negligence on the part of the Manager, or reckless disregard of
its obligations and duties hereunder, the Manager shall not be
subject to any liability to the Fund or to any shareholder of the
Fund for any act or omission in the course of, or connected with,
rendering services hereunder.
8.	LIMITATION OF LIABILITY OF THE TRUSTEES, OFFICERS, AND
SHAREHOLDERS.
      A copy of the Agreement and Declaration of Trust of the Fund
is on file with the Secretary of The Commonwealth of
Massachusetts, and notice is hereby given that this instrument is
executed on behalf of the Trustees of the Fund as Trustees and
not individually and that the obligations of or arising out of
this instrument are not binding upon any of the Trustees,
officers or shareholders individually but are binding only upon
the assets and property of the respective Fund.


      IN WITNESS WHEREOF, PUTNAM MASTER INTERMEDIATE INCOME
TRUST and PUTNAM INVESTMENT MANAGEMENT, LLC have each caused
this instrument to be signed on its behalf by its President
or a Vice President thereunto duly authorized, all as of the
day and year first above written.

PUTNAM MASTER INTERMEDIATE INCOME
TRUST
      By:      /s/ Jonathan S. Horwitz
                              Jonathan S. Horwitz
Executive Vice President,
Principal Executive Officer,
and Compliance Liaison

                              PUTNAM INVESTMENT MANAGEMENT, LLC
By:       /s/ James P. Pappas
                              James P. Pappas
Director of Trustee Relations
and Authorized Person


Schedule A
Not applicable



Schedule B

0.75% of the first $500 million of Average Net
Assets;
0.65% of the next $500 million of Average Net
Assets;
0.60% of the next $500 million of Average Net
Assets;
0.55% of the next $5 billion of Average Net
Assets;
0.525% of the next $5 billion of Average Net
Assets;
0.505% of the next $5 billion of Average Net
Assets;
0.49% of the next $5 billion of Average Net
Assets;
0.48% of the next $5 billion of Average Net
Assets;
0.47% of the next $5 billion of Average Net
Assets;
0.46% of the next $5 billion of Average Net
Assets;
0.45% of the next $5 billion of Average Net
Assets;
0.44% of the next $5 billion of Average Net
Assets;
0.43% of the next $8.5 billion of Average Net
Assets; and
0.42% of any excess thereafter.



1

- 2 -
41455434_2


41455434_2

- 6 -


- 7 -


- 6 -
41455434_2

A-1
41455434_2
B-1
41455434_2
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>6
<FILENAME>pilcontrct074.txt
<TEXT>
PUTNAM FUNDS
SUB-MANAGEMENT CONTRACT
      This Sub-Management Contract is dated as of February 27,
2014 between PUTNAM INVESTMENT MANAGEMENT, LLC, a Delaware
limited liability company (the Manager) and PUTNAM INVESTMENTS
LIMITED, a company organized under the laws of England and Wales
(the Sub-Manager).
      WHEREAS, the Manager is the investment manager of each of
the investment companies registered under the United States
Investment Company Act of 1940, as amended, that are identified
on Schedule A hereto, as it may from time to time be amended by
the Manager (the Funds), and a registered investment adviser
under the United States Investment Advisers Act of 1940, as
amended;
      WHEREAS, the Sub-Manager is licensed as an investment
manager by the Financial Conduct Authority of the United Kingdom
(the FCA); and
      WHEREAS, the Manager desires to engage the Sub-Manager from
time to time to manage a portion of certain of the Funds:
      NOW THEREFORE, in consideration of the mutual covenants
herein contained, it is agreed as follows:
1.	SERVICES TO BE RENDERED BY SUB-MANAGER.
      (a)	The Sub-Manager, at its expense, will furnish
continuously an investment program for that portion of any Fund
the management of which is allocated from time to time by the
Manager to the Sub-Manager (an Allocated Sleeve). The Manager
shall, in its sole discretion, determine which Funds will have an
Allocated Sleeve and the amount of assets allocated from time to
time to each such Allocated Sleeve; provided that, with respect
to any Fund, the Trustees of such Fund must have approved the use
of the Sub-Manager prior to the creation of an Allocated Sleeve
for such Fund. The Sub-Manager will determine what investments
shall be purchased, held, sold or exchanged by any Allocated
Sleeve and what portion, if any, of the assets of the Allocated
Sleeve shall be held uninvested and shall, on behalf of the Fund,
make changes in the Funds investments held in such Allocated
Sleeve.
      (b)	The Manager may also, at its discretion, request the
Sub-Manager to provide assistance with purchasing and selling
securities for any Fund, including the placement of orders with
broker-dealers selected in accordance with Section 1(d), even if
the Manager has not established an Allocated Sleeve for such
Fund.
      (c)	The Sub-Manager at its expense will furnish all
necessary investment and management facilities, including
salaries of personnel, required for it to execute its duties
faithfully.
      (d)	The Sub-Manager shall place all orders for the purchase
and sale of portfolio investments for any Allocated Sleeve with
brokers or dealers selected by the Sub-Manager. In the selection
of such brokers or dealers and the placing of such orders, the
Sub-Manager shall use its best efforts to obtain for the related
Fund the most favorable price and execution available, except to
the extent it may be permitted to pay higher brokerage
commissions for brokerage and research services as described
below. In using its best efforts to obtain for the Fund the most
favorable price and execution available, the Sub-Manager, bearing
in mind the Funds best interests at all times, shall consider all
factors it deems relevant, including by way of illustration,
price, the size of the transaction, the nature of the market for
the security, the amount of the commission, the timing of the
transaction taking into account market prices and trends, the
reputation, experience and financial stability of the broker or
dealer involved and the quality of service rendered by the broker
or dealer in other transactions. Subject to such policies as the
Trustees of the Funds may determine, the Sub-Manager shall not be
deemed to have acted unlawfully or to have breached any duty
created by this Contract or otherwise solely by reason of its
having caused a Fund to pay a broker or dealer that provides
brokerage and research services to the Manager or the Sub-Manager
an amount of commission for effecting a portfolio investment
transaction in excess of the amount of commission another broker
or dealer would have charged for effecting that transaction, if
the Sub-Manager determines in good faith that such amount of
commission was reasonable in relation to the value of the
brokerage and research services provided by such broker or
dealer, viewed in terms of either that particular transaction or
its overall responsibilities with respect to the Fund and to
other clients of the Manager or the Sub-Manager as to which the
Manager or the Sub-Manager exercises investment discretion. The
Sub-Manager agrees that in connection with purchases or sales of
portfolio investments for any Fund, neither the Sub-Manager nor
any officer, director, employee or agent of the Sub-Manager shall
act as a principal or receive any commission other than as
provided in Section 3.
      (e)	The Sub-Manager shall not be obligated to pay any
expenses of or for the Manager or any Fund not expressly assumed
by the Sub-Manager pursuant to this Section 1.
      (f)	In the performance of its duties, the Sub-Manager will
comply with the provisions of the Agreement and Declaration of
Trust and By-Laws of each applicable Fund and such Funds stated
investment objectives, policies and restrictions, and will use
its best efforts to safeguard and promote the welfare of such
Fund and to comply with other policies which the Manager or the
Trustees may from time to time determine and shall exercise the
same care and diligence expected of the Manager.
2.	OTHER AGREEMENTS, ETC.
      It is understood that any of the shareholders, Trustees,
officers and employees of a Fund may be a shareholder, director,
officer or employee of, or be otherwise interested in, the Sub-
Manager, and in any person controlled by or under common control
with the Sub-Manager, and that the Sub-Manager and any person
controlled by or under common control with the Sub-Manager may
have an interest in such Fund. It is also understood that the
Sub-Manager and any person controlled by or under common control
with the Sub-Manager have and may have advisory, management,
service or other contracts with other organizations and persons,
and may have other interests and business.
3.	COMPENSATION.
      Except as provided below, the Manager will pay to the Sub-
Manager as compensation for the Sub-Managers services rendered, a
fee, computed and paid quarterly at the annual rate of 0.35% per
annum of average aggregate net asset value of the assets in
equity and asset allocation Allocated Sleeves and 0.40% per annum
of average aggregate net asset value of the assets in fixed
income Allocated Sleeves, except for fixed income Allocated
Sleeves in certain fixed income Funds enumerated as follows (with
the per annum fee provided in parentheses): Putnam Money Market
Liquidity Fund (0.20%), Putnam Short Term Investment Fund
(0.20%), Putnam Money Market Fund (0.25%), Putnam Tax Exempt
Money Market Fund (0.25%), Putnam VT Money Market Fund (0.25%),
Putnam Short Duration Income Fund (0.25%), Putnam Short-Term
Municipal Income Fund (0.25%), Putnam American Government Income
Fund (0.25%), Putnam Income Fund (0.25%), Putnam U.S. Government
Income Trust (0.25%), Putnam VT American Government Income Fund
(0.25%), and Putnam VT Income Fund (0.25%).
      Such average net asset value shall be determined by taking
an average of all of the determinations of such net asset value
during a quarter at the close of business on each business day
during such quarter while this Contract is in effect. Such fee
shall be payable for each quarter within 30 days after the close
of such quarter. The Sub-Manager shall look only to the Manager
for payment of its fees. No Fund shall have any responsibility
for paying any fees due the Sub-Manager.
      With respect to each of Putnam High Income Securities Fund,
Putnam Master Intermediate Income Trust and Putnam Premier Income
Trust, the Manager will pay to the Sub-Manager as compensation
for the Sub-Managers services rendered, a fee, computed and paid
quarterly at the annual rate of 0.40% of Average Weekly Assets in
Allocated Sleeves. Average Weekly Assets means the average of the
weekly determinations of the difference between the total assets
of the Fund (including any assets attributable to leverage for
investment purposes) attributable to an Allocated Sleeve and the
total liabilities of the Fund (excluding liabilities incurred in
connection with leverage for investment purposes) attributable to
such Allocated Sleeve, determined at the close of the last
business day of each week, for each week which ends during the
quarter. Such fee shall be payable for each quarter within 30
days after the close of such quarter. As used in this Section 3,
leverage for investment purposes means any incurrence of
indebtedness the proceeds of which are to be invested in
accordance with the Funds investment objective. For purposes of
calculating Average Weekly Assets, liabilities associated with
any instruments or transactions used to leverage the Funds
portfolio for investment purposes (whether or not such
instruments or transactions are covered within the meaning of the
Investment Company Act of 1940 and the rules and regulations
thereunder, giving effect to any interpretations of the
Securities and Exchange Commission and its staff) are not
considered liabilities. For purposes of calculating Average
Weekly Assets, the total assets of the Fund will be deemed to
include (a) any proceeds from the sale or transfer of an asset
(the Underlying Asset) of the Fund to a counterparty in a reverse
repurchase or dollar roll transaction and (b) the value of such
Underlying Asset as of the relevant measuring date.
      In the event that the Managers management fee from any of
Putnam High Income Securities Fund, Putnam Master Intermediate
Income Trust or Putnam Premier Income Trust is reduced pursuant
to the investment management contract between such Fund and the
Manager because during any Measurement Period (as defined below)
the amount of interest payments and fees with respect to
indebtedness or other obligation of the Fund incurred for
investment leverage purposes, plus additional expenses
attributable to any such leverage for investment purposes,
exceeds the portion of the Funds net income and net short-term
capital gains (but not long-term capital gains) accruing during
such Measurement Period as a result of the fact that such
indebtedness or other obligation was outstanding during the
Measurement Period, the fee payable to  the Sub-Manager with
respect to such Fund shall be reduced in the same proportion as
the fee paid to the Manager with respect to such Fund is so
reduced. Measurement Period shall be any period for which
payments of interest or fees (whether designated as such or
implied) are payable in connection with any indebtedness or other
obligation of the Fund incurred for investment purposes.
      If the Sub-Manager shall serve for less than the whole of a
quarter, the foregoing compensation shall be prorated.
4.	ASSIGNMENT TERMINATES THIS CONTRACT; AMENDMENTS OF THIS
CONTRACT.
      This Contract shall automatically terminate without the
payment of any penalty, in the event of its assignment; and this
Contract shall not be amended with respect to any Allocated
Sleeve unless such amendment be approved at a meeting by the
vote, cast in person at a meeting called for the purpose of
voting on such approval, of a majority of the Trustees of the
related Fund who are not interested persons of such Fund or of
the Manager.
5.	EFFECTIVE PERIOD AND TERMINATION OF THIS CONTRACT.
      This Contract shall become effective upon its execution, and
shall remain in full force and effect continuously thereafter
(unless terminated automatically as set forth in Section 4) until
terminated as follows:
      (a)	Either party hereto or, with respect to any Allocated
Sleeve, the related Fund may at any time terminate this Contract
by not more than sixty days nor less than thirty days written
notice delivered or mailed by registered mail, postage prepaid,
to the other party, or
      (b)	With respect to any Allocated Sleeve, if (i) the
Trustees of the related Fund or the shareholders by the
affirmative vote of a majority of the outstanding shares of such
Fund, and (ii) a majority of the Trustees of such Fund who are
not interested persons of such Fund or of the Manager, by vote
cast in person at a meeting called for the purpose of voting on
such approval, do not specifically approve at least annually the
continuance of this Contract, then this Contract shall
automatically terminate at the close of business on the
anniversary of its execution, or upon the expiration of one year
from the effective date of the last such continuance, whichever
is later, or
      (c)	With respect to any Allocated Sleeve, automatically
upon termination of the Managers investment management contract
with the related Fund.
      Action by a Fund under (a) above may be taken either (i) by
vote of a majority of its Trustees, or (ii) by the affirmative
vote of a majority of the outstanding shares of such Fund.
      Termination of this Contract pursuant to this Section 5 will
be without the payment of any penalty.
6.	CERTAIN DEFINITIONS.
      For the purposes of this Contract, the affirmative vote of a
majority of the outstanding shares of a Fund means the
affirmative vote, at a duly called and held meeting of
shareholders of such Fund, (a) of the holders of 67% or more of
the shares of such Fund present (in person or by proxy) and
entitled to vote at such meeting, if the holders of more than 50%
of the outstanding shares of such Fund entitled to vote at such
meeting are present in person or by proxy, or (b) of the holders
of more than 50% of the outstanding shares of such Fund entitled
to vote at such meeting, whichever is less.
      For the purposes of this Contract, the terms affiliated
person, control, interested person and assignment shall have
their respective meanings defined in the United States Investment
Company Act of 1940 and the Rules and Regulations thereunder (the
1940 Act), subject, however, to such exemptions as may be granted
by the Securities and Exchange Commission under said Act; the
term specifically approve at least annually shall be construed in
a manner consistent with the 1940 Act, and the Rules and
Regulations thereunder; and the term brokerage and research
services shall have the meaning given in the United States
Securities Exchange Act of 1934 and the Rules and Regulations
thereunder.
7.	NON-LIABILITY OF SUB-MANAGER.
      In the absence of willful misfeasance, bad faith or gross
negligence on the part of the Sub-Manager, or reckless disregard
of its obligations and duties hereunder, the Sub-Manager shall
not be subject to any liability to the Manager, any Fund or to
any shareholder of any Fund, for any act or omission in the
course of, or connected with, rendering services hereunder.
8.	ADDITIONAL PROVISIONS.
      (a)	The Sub-Manager represents that it is regulated by the
FCA in the conduct of its investment business. The Sub-Manager
has in operation a written procedure in accordance with FCA rules
for the effective consideration and proper handling of complaints
from customers. Any complaint by the Manager or any Fund should
be sent to the Compliance Officer of the Sub-Manager. The Manager
and any Fund is also entitled to make any complaints about the
Sub-Manager to the Financial Ombudsman Service established by the
FCA. The Manager and any Fund may also request a statement
describing its rights to compensation in the event of the Sub-
Managers inability to meet its liabilities.
      (b)	The Manager represents that it and each Fund are
Professional Customers in the meaning of the FCAs rules.
      (c)	Although each Fund is not a party hereto and shall have
no responsibility for the Managers or the Sub-Managers
obligations hereunder, each Fund is named as explicit third party
beneficiary of the parties agreements hereunder.


      IN WITNESS WHEREOF, PUTNAM INVESTMENTS LIMITED and PUTNAM
INVESTMENT MANAGEMENT, LLC have each caused this instrument to be
signed in duplicate on its behalf by an officer duly authorized,
all as of the day and year first above written.

PUTNAM INVESTMENTS LIMITED


By:
_/s/ Simon Davis________




PUTNAM INVESTMENT MANAGEMENT, LLC


By:
/s/ James P. Pappas____________

James P. Pappas
Director of Trustee Relations and
Authorized Person






Schedule A
Putnam Absolute Return 100 Fund
Putnam Absolute Return 300 Fund
Putnam Absolute Return 500 Fund
Putnam Absolute Return 700 Fund
Putnam American Government Income Fund
Putnam AMT-Free Municipal Fund
Putnam Arizona Tax Exempt Income Fund
Putnam Asia Pacific Equity Fund
Putnam California Tax Exempt Income Fund
Putnam Capital Spectrum Fund
Putnam Capital Opportunities Fund
Putnam Convertible Securities Fund
Putnam Diversified Income Trust
Putnam Dynamic Asset Allocation Balanced Fund
Putnam Dynamic Asset Allocation Conservative Fund
Putnam Dynamic Asset Allocation Equity Fund
Putnam Dynamic Asset Allocation Growth Fund
Putnam Dynamic Risk Allocation Fund
Putnam Equity Income Fund
Putnam Emerging Markets Equity Fund
Putnam Emerging Markets Income Fund
Putnam Europe Equity Fund
Putnam Equity Spectrum Fund
Putnam Floating Rate Income Fund
The George Putnam Fund of Boston d/b/a George Putnam Balanced
Fund
Putnam Global Consumer Fund
Putnam Global Dividend Fund
Putnam Global Energy Fund
Putnam Global Equity Fund
Putnam Global Financials Fund
Putnam Global Health Care Fund
Putnam Global Income Trust
Putnam Global Industrials Fund
Putnam Global Natural Resources Fund
Putnam Global Sector Fund
Putnam Global Technology Fund
Putnam Global Telecommunications Fund
Putnam Global Utilities Fund
The Putnam Fund for Growth and Income
Putnam Growth Opportunities Fund
Putnam High Income Securities Fund
Putnam High Yield Advantage Fund
Putnam High Yield Trust
Putnam Income Fund
Putnam Intermediate-Term Municipal Income Fund
Putnam International Capital Opportunities Fund
Putnam International Equity Fund
Putnam International Value Fund
Putnam International Growth Fund
Putnam Investors Fund
Putnam Low Volatility Equity Fund
Putnam Managed Municipal Income Trust
Putnam Massachusetts Tax Exempt Income Fund
Putnam Master Intermediate Income Trust
Putnam Michigan Tax Exempt Income Fund
Putnam Minnesota Tax Exempt Income Fund
Putnam Money Market Fund
Putnam Money Market Liquidity Fund
Putnam Mortgage Recovery Fund
Putnam Multi-Cap Core Fund
Putnam Multi-Cap Growth Fund
Putnam Multi-Cap Value Fund
Putnam Municipal Opportunities Trust
Putnam New Jersey Tax Exempt Income Fund
Putnam New York Tax Exempt Income Fund
Putnam Ohio Tax Exempt Income Fund
Putnam Pennsylvania Tax Exempt Income Fund
Putnam Premier Income Trust
Putnam Research Fund
Putnam Retirement Income Fund Lifestyle 1
Putnam Retirement Income Fund Lifestyle 2
Putnam Retirement Income Fund Lifestyle 3
Putnam RetirementReady 2055 Fund
Putnam RetirementReady 2050 Fund
Putnam RetirementReady 2045 Fund
Putnam RetirementReady 2040 Fund
Putnam RetirementReady 2035 Fund
Putnam RetirementReady 2030 Fund
Putnam RetirementReady 2025 Fund
Putnam RetirementReady 2020 Fund
Putnam RetirementReady 2015 Fund
Putnam Short Duration Income Fund (effective March 7, 2014)
Putnam Short Term Investment Fund
Putnam Short-Term Municipal Income Fund
Putnam Small Cap Growth Fund
Putnam Small Cap Value Fund
Putnam Strategic Volatility Equity Fund
Putnam Tax Exempt Income Fund
Putnam Tax Exempt Money Market Fund
Putnam Tax-Free High Yield Fund
Putnam U.S. Government Income Trust
Putnam Voyager Fund
Putnam VT Absolute Return 500 Fund
Putnam VT American Government Income Fund
Putnam VT Capital Opportunities Fund
Putnam VT Diversified Income Fund
Putnam VT Equity Income Fund
Putnam VT George Putnam Balanced Fund
Putnam VT Global Asset Allocation Fund
Putnam VT Global Equity Fund
Putnam VT Global Health Care Fund
Putnam VT Global Utilities Fund
Putnam VT Growth and Income Fund
Putnam VT Growth Opportunities Fund
Putnam VT High Yield Fund
Putnam VT Income Fund
Putnam VT International Equity Fund
Putnam VT International Value Fund
Putnam VT International Growth Fund
Putnam VT Investors Fund
Putnam VT Money Market Fund
Putnam VT Multi-Cap Growth Fund
Putnam VT Multi-Cap Value Fund
Putnam VT Research Fund
Putnam VT Small Cap Value Fund
Putnam VT Voyager Fund



PUTNAM INVESTMENTS LIMITED


By:
/s/ Simon Davis_____




PUTNAM INVESTMENT MANAGEMENT, LLC


By:
/s/ James P. Pappas__
James P. Pappas
Director of Trustee Relations and
Authorized Person






-6-
41565232_2

41565232_2

-9-


	-7-


Schedule A
(continued)

A-3
41565232_2

	A-1
41565232_2
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>7
<FILENAME>shrmtg074.txt
<TEXT>
Shareholder meeting results (Unaudited)
February 27, 2014 special meeting


A proposal to approve a new management contract between the fund
and Putnam Management was approved
as follows

Votes for     Votes against      Abstentions
32,571,958       847,059        1,229,801

April 25, 2014 meeting
At the meeting, a proposal to fix the number of Trustees at 14
was approved as follows

Votes for     Votes against      Abstentions
52,068,027     1,355,588          982,379


At the meeting, each of the nominees for Trustee was elected, as
follows

                      Votes for    Votes withheld
Liaquat Ahamed        52,182,880    2,223,123
Ravi Akhoury          52,183,177    2,222,827
Barbara M. Baumann    52,323,380    2,082,623
Jameson A. Baxter     52,283,943    2,122,060
Charles B. Curtis     52,282,433    2,123,570
Robert J. Darretta    52,308,911    2,097,093
Katinka Domotorffy    52,242,902    2,163,101
John A. Hill          52,279,608    2,126,395
Paul L. Joskow        52,261,271    2,144,732
Kenneth R. Leibler    52,262,760    2,143,244
Robert E. Patterson   52,280,557    2,125,446
George Putnam, III    52,273,047    2,132,957
Robert L. Reynolds    52,337,138    2,068,865
W. Thomas Stephens    52,291,493    2,114,511

A proposal to convert the fund to an openend investment company
was not approved, as follows

Votes for     Votes against      Abstentions
6,250,945      26,475,302         953,732

June 24, 2014 meeting

At the meeting a proposal to authorize the Trustees to amend and
restate the funds Agreement and Declaration of Trust to revise
the quorum requirement for shareholder meetings, with respect to
which the April 25, 2014 meeting had been adjourned, was not
approved as follows

Votes for     Votes against      Abstentions
20,813,809     12,073,240         792,934

</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
