PUTNAM MASTER INTERMEDIATE INCOME TRUST PIM

expiry = 2008-04-11...SMITTAL TO ACCOMPANY COMMON SHARES OF BENEFICIAL INTEREST OF PUTNAM MASTER INTERMEDIATE INCOME TRUST TENDERED PURSUANT TO THE OFFER TO PURCHASE DATED FEBRUARY 29, 2008 THE OFFER AND WITHDRAWAL RIGHTS EXPIRE AT 5:00 P.M. NEW YORK CITY TIME, ON APRIL 11, 2008, UNLESS THE OFFER IS EXTENDED. The Depositary for our Offer is: COMPUTERSHARE TRUST COMPANY, N.A. By Mail: By Hand or Overnight Courier: Computershare Trust Company, N.A. Computershare Trust Company, N.A. Attention: Corporate Actions Atten...

listed = True...7) 292-1000. The title of the class of equity securities to which this Schedule TO relates is the common shares of beneficial interest without par value of the Fund (each a “Share”). As of January 31, 2008, there were 80,870,445 Shares outstanding. The Shares are traded on the New York Stock Exchange under the symbol “PIM.” The information set forth in Section 6 “Net Asset Value and Market Price Range of the Shares; Dividends on the Shares” of the Offer to Purchase is incorporated herein by reference. ITEM 3. IDENTITY AND BACKGROUND OF FILING PERSON The filing person is the subject company. ITEM 4. TERMS OF THE TRANSACTION The inform...

mechanism = NAV_PERCENT...me may shareholders tender shares? The tender offer for the fund commenced on February 29, 2008 and will expire on April 11, 2008, unless extended. Q. How much will shareholders receive for their shares? The fund will pay cash for validly tendered shares at a price per share equal to 99% of the net asset value per share (NAV) as of the expiration date of the offer. The daily NAV of the fund can be found at Putnam’s Web site at www.putnam.com/individual/ and at Putnam’s financial representative Web site at www.putnam.com/advisor/. Q. Why is the tender offer price per share equal to 99% of NAV? The Trustees considered that the difference between...

must_tender_all = True...shares validly tendered by each shareholder. The shares that are not repurchased remain outstanding and shareholders continue to own them. Please note: In the 2007 tender offers, if a shareholder who owned fewer than 100 shares (a so-called “odd lot”) validly tendered all of his or her shares, the fund repurchased all of the shareholder’s shares, without proration. This will not be the case with this tender offer. All tenders will be treated the same, so even “odd lot” shareholders who participate will have their tenders prorated, if the offer is oversubscribed. Q. How will the fund communicate the results of the tender? The...

threshold = 100...eaning that the fund will repurchase an equal proportion of the shares validly tendered by each shareholder. The shares that are not repurchased remain outstanding and shareholders continue to own them. Please note: In the 2007 tender offers, if a shareholder who owned fewer than 100 shares (a so-called “odd lot”) validly tendered all of his or her shares, the fund repurchased all of the shareholder’s shares, without proration. This will not be the case with this tender offer. All tenders will be treated the same, so even “odd lot” shareholders who participate will have their tenders prorated, if the offer is oversubscribed...

txn_type = TENDER_OFFER...minus its liabilities, divided by the number of shares outstanding) determined as of 4:00 p.m. Eastern Time on the expiration date of the tender offer, net to the seller in cash, without interest, upon the terms and subject to the conditions set forth in the Offer to Purchase dated February 29, 2008 (the “Offer to Purchase”) and in the related Letter of Transmittal (the “Letter of Transmittal” which, together with the Offer to Purchase, as each may be amended and supplemented from time to time, constitute the “Offer”). The information set forth in the Letter of Transmittal and the Offer to Purchase, copies of...

tendered = 12130566...of this offer to purchase. iv T E N D E R O F F E R In what order will the fund purchase tendered shares? • If the terms and conditions of the tender offer have been satisfied or waived and more than 12,130,566 shares have been validly tendered and not validly withdrawn on or prior to the expiration of the offer, we will purchase shares from all tendered shares on a pro rata basis (disregarding fractions) in accordance with the number of shares tendered by each shareholder (and not timely withdrawn). No special conside...