-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Qm9kGbjOtHM36CpiQU72zK2+n0D5BrdrVjpDK161K6pIn+iff7FSg+LKyum54hzY SyVWZKbmXmOMeVSlnLF9bw== 0001067621-07-000026.txt : 20070727 0001067621-07-000026.hdr.sgml : 20070727 20070727142537 ACCESSION NUMBER: 0001067621-07-000026 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20070727 DATE AS OF CHANGE: 20070727 GROUP MEMBERS: ANDREW DAKOS GROUP MEMBERS: BULLDOG INVESTORS GROUP MEMBERS: PHILLIP GOLDSTEIN SUBJECT COMPANY: 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: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-82455 FILM NUMBER: 071006174 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GOLDSTEIN PHILLIP CENTRAL INDEX KEY: 0001067621 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: BUSINESS PHONE: 9147475262 MAIL ADDRESS: STREET 1: 60 HERITAGE DRIVE CITY: PLEASANTVILLE STATE: NY ZIP: 10570 SC 13D 1 third.txt DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT NA 1. NAME OF REPORTING PERSON Bulldog Investors, Phillip Goldstein and Andrew Dakos 2. CHECK THE BOX IF MEMBER OF A GROUP a[ ] b[ ] 3. SEC USE ONLY 4. SOURCE OF FUNDS WC 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) AND 2(e) [] 6. CITIZENSHIP OR PLACE OF ORGANIZATION USA ________________________________________________________________ 7. SOLE VOTING POWER 4,894,417 8. SHARED VOTING POWER 0 9. SOLE DISPOSITIVE POWER 4,894,417 _________________________________________________________ 10. SHARED DISPOSITIVE POWER 0 11. AGGREGATE AMOUNT OWNED BY EACH REPORTING PERSON 4,894,417 12. CHECK IF THE AGGREGATE AMOUNT EXCLUDES CERTAIN SHARES [] 13. PERCENT OF CLASS REPRESENTED BY ROW 11 5.95 14. TYPE OF REPORTING PERSON IA ________________________________________________________________ Item 1. SECURITY AND ISSUER This Schedule 13D relates to the shares of Common Stock of Putnam Master Intermediate Income Trust ("PIM" or the "Issuer").The principal executive offices of PIM are located at One Post Office Square, Boston, MA 02109. Item 2. IDENTITY AND BACKGROUND This statement is filed on behalf of Bulldog Investors, Phillip Goldstein, 60 Heritage Drive, Pleasantville, NY 10570 a principal of Bulldog Investors and Andrew Dakos, Park 80 West, Saddle Brook, NJ 07663, also a principal of Bulldog Investors. Mr.Goldstein and Mr. Dakos are self-employed investment advisors. During the past 5 years none of the above has been convicted in a criminal proceeding, nor been party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which they were or are subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Each of the above are United States citizens. ITEM 3. SOURCE AND AMOUNT OF FUNDS AND OTHER CONSIDERATIONS Shares of the Issuer have been accumulated on behalf of managed accounts. All funds that have been utilized to purchase such shares are from such accounts or from margin loans from broker dealers where these accounts are held. ITEM 4. PURPOSE OF TRANSACTION The filing persons believe the Issuer's shares are undervalued and may communicate its views to management. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER As per the Issuers Website 91,389,759 shares were outstanding as of June 30, 2007. Additionally 9,138,976 shares were purchased by the Issuer in a tender offer. Therefore the reporting persons believe that there are currently 82,250,783 shares of PIM outstanding. The percentage set forth in item 5 was derived using such number. Bulldog Investors, Phillip Goldstein and Andrew Dakos beneficially own an aggregate of 4,894,417 shares of PIM or 5.95% of the outstanding shares. Power to dispose of and vote securities resides either with Mr. Goldstein, Mr. Dakos or with clients. c) During the past 60 days the following shares of PIM were traded: B = Buy S= Sale T = Shares sold pursuant to tender offer Date Transaction Shares Price 7/26/2007 B 2000 $ 6.27 7/26/2007 B 2000 $ 6.27 7/26/2007 B 2000 $ 6.27 7/26/2007 B 5000 $ 6.27 7/26/2007 B 1000 $ 6.27 7/26/2007 B 5000 $ 6.27 7/26/2007 B 20000 $ 6.21 7/26/2007 B 119300 $ 6.26 7/25/2007 B 70000 $ 6.33 7/24/2007 B 71600 $ 6.37 7/23/2007 B 3000 $ 6.41 7/23/2007 B 3000 $ 6.41 7/23/2007 B 2000 $ 6.41 7/23/2007 B 1488 $ 6.41 7/23/2007 B 1000 $ 6.41 7/23/2007 B 2200 $ 6.41 7/23/2007 B 1000 $ 6.41 7/23/2007 B 4000 $ 6.41 7/23/2007 B 83600 $ 6.40 7/20/2007 B 50000 $ 6.38 7/19/2007 B 26500 $ 6.42 7/18/2007 T 430 $ 6.98 7/18/2007 T 859 $ 6.98 7/18/2007 T 291331 $ 6.98 7/18/2007 T 85738 $ 6.98 7/18/2007 T 55076 $ 6.98 7/18/2007 T 11361 $ 6.98 7/18/2007 T 6357 $ 6.98 7/18/2007 T 94092 $ 6.98 7/18/2007 T 80218 $ 6.98 7/18/2007 T 523560 $ 6.98 7/18/2007 B 4300 $ 6.42 7/18/2007 T 462 $ 6.98 7/18/2007 T 2148 $ 6.98 7/17/2007 B 99400 $ 6.42 7/16/2007 B 4300 $ 6.42 7/13/2007 B 20000 $ 6.48 7/12/2007 S 39400 $ 6.61 6/13/2007 B 2300 $ 6.47 d) Beneficiaries of managed accounts are entitled to receive any dividends or sales proceeds. e) NA ITEM 6. CONTRACTS,ARRANGEMENTS,UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. None. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS Exhibit 1. Joint Filing Agreement After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: 7/27/07 By: /s/ Phillip Goldstein Name: Phillip Goldstein By: /s/ Andrew Dakos Name: Andrew Dakos Exhibit 1 Joint Filing Agreement In accordance with Rule 13d-1 (k) (1) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of the Schedule 13D (and all further amendments filed by them) with respect to the shares of PIM. Dated: 7/27/07 By: /s/ Phillip Goldstein Name: Phillip Goldstein By: /s/ Andrew Dakos Name: Andrew Dakos -----END PRIVACY-ENHANCED MESSAGE-----