Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On September 18, 2020, the Board of Trustees of Putnam Master Intermediate
Income Trust (the "Fund") amended and restated the Bylaws of the Fund (the
"Amended and Restated Bylaws"). The Amended and Restated Bylaws have been
revised to include provisions (collectively, the "Control Share Amendment")
pursuant to which, in summary, a shareholder who obtains beneficial ownership of
Fund shares in a "Control Share Acquisition" may exercise voting rights with
respect to such shares only to the extent the authorization of such voting
rights is approved by other shareholders of the Fund. The Control Share
Amendment is primarily intended to protect the interests of the Fund and its
shareholders by limiting the risk that the Fund will become subject to undue
influence by activist investors. As described further below, the Control Share
Amendment does not eliminate voting rights for shares acquired in Control Share
Acquisitions, but rather, it entrusts the Fund's other "noninterested"
shareholders with determining whether to approve the authorization of voting
rights for such shares.
Subject to various conditions and exceptions, the Amended and Restated Bylaws
define a "Control Share Acquisition" to include an acquisition of Fund shares
that, but for the Control Share Amendment, would entitle the beneficial owner,
upon the acquisition of such shares, to vote or direct the voting of shares
having voting power in the election of Fund Trustees within any of the following
ranges:
(i) Onetenth or more, but less than onefifth of all voting power;
(ii) Onefifth or more, but less than onethird of all voting power;
(iii) Onethird or more, but less than a majority of all voting power; or
(iv) A majority or more of all voting power.
Shares acquired prior to September 18, 2020 are excluded from the definition of
Control Share Acquisition, though such shares are included in assessing whether
any subsequent share acquisition exceeds one of the enumerated thresholds.
Subject to various conditions and procedural requirements set forth in the
Amended and Restated Bylaws, including the delivery of a "Control Share
Acquisition Statement" to the Fund's Clerk setting forth certain required
information, a shareholder who obtains beneficial ownership of shares in a
Control Share Acquisition generally may request a vote of Fund shareholders
(excluding such acquiring shareholder and certain other interested shareholders)
to approve the authorization of voting rights for such shares at the next annual
meeting of Fund shareholders, notice of which has not been given prior to the
receipt by the Fund of the Control Share Acquisition Statement.
The above discussion is only a highlevel summary of certain aspects of the
Control Share Amendment, and is qualified in its entirety by reference to the
full Amended and Restated Bylaws. Investors should refer to the Amended and
Restated Bylaws for more information.
The Amended and Restated Bylaws were effective as of September 18, 2020 and are
attached as an Exhibit and are incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
No. Description
5.03 Amended and Restated Bylaws of Putnam Master Intermediate Income
Trust dated September 18, 2020
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