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<TYPE>EX-99.2 BYLAWS
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<FILENAME>exnnta3.txt
<DESCRIPTION>EX-99.2 BYLAWS
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EXHIBIT 2.


                            BYLAWS
                              OF
        PUTNAM HIGH INCOME CONVERTIBLE AND BOND FUND,
        PUTNAM INTERMEDIATE GOVERNMENT INCOME TRUST,
                 PUTNAM MASTER INCOME TRUST,
         PUTNAM MASTER INTERMEDIATE INCOME TRUST, AND
                PUTNAM PREMIER INCOME TRUST

              (as amended through June 7, 1991)

                         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").

1.2. Principal Office of the Trust.  The principal office of the Trust
shall be located in Boston, Massachusetts.


                         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 Chairman of the Trustees, the 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 to send notice by mail at least forty-eight
hours or by telegram at least twenty-four hours before the meeting
addressed to the Trustee at his or her usual or last known business or
residence address or 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 prior thereto or at its commencement the lack
of notice to him or her.  Neither notice of a meeting nor a waiver of a
notice need specify the purposes of the meeting.

2.4. Quorum.  At any meeting of the Trustees a majority of the Trustees
then in office shall constitute a quorum.  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. Notice of Certain Actions by Consent.  If in accordance with the
provisions of the Declaration of Trust any action is taken by the
Trustees by written consent 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
Chairman of the Trustees, a President, a Treasurer, a Clerk and such
other officers, 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.  The Chairman of the
Trustees and the President 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.  A
Trustee may but need not be a shareholder.

3.2. Election.  The Chairman 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 Chairman 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.

3.4. Powers.  Subject to the other provisions of these Bylaws, each
officer shall have, in addition to the duties and powers herein and in
the Declaration of Trust set forth, 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. Chairman; President.  Unless the Trustees otherwise provide, the
Chairman of the Trustees or, if there is none or in the absence of the
Chairman of the Trustees, the President shall preside at all meetings of
the shareholders and of the Trustees.  Unless the Trustees otherwise
provide, the President shall be the chief executive officer.

3.6. Treasurer.  Unless the Trustees shall provide otherwise, the
Treasurer shall be the chief 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 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 President.

3.7. 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,
an Assistant Clerk, or it there be none or if he or she is absent, a
temporary Clerk chosen at such meeting shall record the proceedings
thereof in the aforesaid books.

3.8. Resignations and Removals.  Any Trustee or officer may resign at
any time by written instrument signed by him or her and delivered to the
Chairman 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 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.  A majority of the members of any Committee of the
Trustees shall constitute a quorum for the transaction of business, and
any action of such a Committee may be taken at a meeting by a vote of a
majority of the members present (a quorum being present) or evidenced by
one or more writings signed by such a majority.  Members of a Committee
may participate in a meeting of such Committee 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.


                         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 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 shall not be necessary to
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 by the Trustees
shall be signed by the President, the Vice Chairman, 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 of its shares of beneficial interest, 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 the Declaration of Trust
and these Bylaws 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 the
provisions for determining the value of the assets of the Trust as
stated in the Declaration of Trust and these Bylaws.  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, 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 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 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, 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
   Provisions Relating to the Conduct of the Trust's Business

10.1. Certain Definitions.  When used herein the following words shall
have the following meanings:  "Distributor" shall mean any one or more
corporations, firms or associations which have distributor's or
principal underwriter's contracts in effect with the Trust.  "Manager"
shall mean any corporation, firm or association which may at the time
have an advisory or management contract with the Trust.

10.2. Limitations on Dealings with Officers or Trustees.  The Trust will
not lend any of its assets to the Distributor or Manager or to any
officer or director of the Distributor or Manager or any officer or
Trustee of the Trust, and shall not permit any officer or Trustee of the
Trust or any officer or director of the Distributor or Manager to deal
for or on behalf of the Trust with himself or herself as principal or
agent, or with any partnership, association or corporation in which he
or she has a financial interest; provided that the foregoing provisions
shall not prevent (a) officers and Trustees of the Trust or officers and
directors of the Distributor or Manager from buying, holding or selling
shares in the Trust or from being partners, officers or directors or
otherwise financially interested in the Distributor or the Manager; (b)
purchases or sales of securities or other property if such transaction
is permitted by or is exempt or exempted from the provisions of the
Investment Company Act of 1940 or any Rule or Regulation thereunder and
if such transaction does not involve any commission or profit to any
security dealer who is, or one or more of whose partners, shareholders,
officers or directors is, an officer or Trustee of the Trust or an
officer or director of the Distributor or Manager ; (c) employment of
legal counsel, registrar, transfer agent, shareholder servicing agent,
dividend disbursing agent or custodian who is, or has a partner,
shareholder, officer or director who is, an officer or Trustee of the
Trust or an officer or director of the Distributor or Manager; (d)
sharing statistical, research, legal and management expenses and office
hire and expenses with any other investment company in which an officer
or Trustee of the Trust or an officer or director of the Distributor or
Manager is an officer or director or otherwise financially interested.

10.3. Securities and Cash of the Trust to be held by Custodian Subject
to Certain Terms and Conditions.

(a) All securities and cash owned by the Trust shall be held by or
deposited with one or more banks or trust companies having (according to
its last published report) not less than $1,000,000 aggregate capital,
surplus and undivided profits (any such bank or trust company being
hereby designated as "Custodian"), provided such a Custodian can be
found ready and willing to act; subject to such rules, regulations and
orders, if any, as the Securities and Exchange Commission may adopt, the
Trust may, or may permit any Custodian to, deposit all or any part of
the securities owned by the Trust in a system for the central handling
of securities pursuant to which all securities of any particular class
or series of any issue deposited within the system may be transferred or
pledged by bookkeeping entry, without physical delivery.  The Custodian
may appoint, subject to the approval of the Trustees, one or more
subcustodians.

(b) The Trust shall enter into a written contract with each Custodian
regarding the powers, duties and compensation of such Custodian with
respect to the cash and securities of the Trust held by such Custodian.
Said contract and all amendments thereto shall be approved by the
Trustees.

(c) The Trust shall upon the resignation or inability to serve of any
Custodian or upon change of any Custodian:

(i) in case of such resignation or inability to serve, use its best
efforts to obtain a successor Custodian;

(ii) require that the cash and securities owned by the Trust be
delivered directly to the successor Custodian; and

(iii) in the event that no successor Custodian can be found, submit to
the shareholders, before permitting delivery of the cash and securities
owned by the Trust otherwise than to a successor Custodian, the question
whether the Trust shall be liquidated or shall function without a
Custodian.

10.4. Reports to Shareholders.  The Trust shall send to each shareholder
of record at least semi-annually a statement of the condition of the
Trust and of the results of its operations, containing all information
required by applicable laws or regulations.

10.5. Determination of Net Asset Value Per Share.  Net asset value per
share of the Trust shall mean:  (i) the value of all the assets of the
Trust; (ii) less total liabilities of the Trust; (iii) divide by the
number of shares of the Trust outstanding, in each case at the time of
such determinations.  Except as otherwise determined by the Trustees,
the net asset value per share shall be determined at least once each
week as of the close of business on the last day of the week on which
the New York Stock Exchange is open for trading, at such time or times
that the Trustees set at least annually.

In valuing the portfolio investments of the Trust for determination of
net asset value per share of the Trust, securities for which market
quotations are readily available shall be valued at prices which, in the
opinion of the Trustees or the person designated by the Trustees to make
the determination, most nearly represent the market value of such
securities, and other securities and assets shall be valued at their
fair value as determined by or pursuant to the direction of the
Trustees, which in the case of debt obligations, commercial paper and
repurchase agreements may, but need not, be on the basis of yields for
securities of comparable maturity, quality and type, or on the basis of
amortized cost.  Expenses and liabilities of the Trust shall be accrued
each day.  Liabilities may include such reserves for taxes, estimated
accrued expenses and contingencies as the Trustees or their designates
may in their sole discretion deem fair and reasonable under the
circumstances.  No accruals shall be made in respect of taxes on
unrealized appreciation of securities owned unless the Trustees shall
otherwise determine.


                         ARTICLE 11
                        Shareholders

11.1. 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 Chairman of the Trustees or 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 Chairman of the Trustees or by the
Trustees.

11.2. Record Dates.  For the purpose of determining the shareholders 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 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 the Trust 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.

11.3. Proxies.  The placing of a shareholder's name on a proxy pursuant
to telephone or electronically transmitted instructions 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 12
                   Amendments to the Bylaws

12.1. General.  These Bylaws may be amended or repealed, in whole or in
part, by a majority of the Trustees then in office at any meeting of the
Trustees, or by one or more writings signed by such a majority.

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