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 “non‑interested” 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) One‑tenth or more, but less than
one‑fifth of all voting power;
(ii) One‑fifth or more, but less than
one‑third of all voting power;
(iii) One‑third 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 high‑level
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.