Edgar Filing: PUTNAM MASTER INTERMEDIATE INCOME TRUST

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant /X/
Filed by a party other than the Registrant / /

Check the appropriate box:
/ / Preliminary Proxy Statement
/ / CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE
14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-12

PUTNAM MASTER INTERMEDIATE INCOME TRUST
PUTNAM PREMIER INCOME TRUST
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(Name of Registrant as Specified In Its Charter)

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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

/X/ No fee required.

/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11.

(1) Title of each class of securities to which transaction applies:

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(2) Aggregate number of securities to which transaction applies:

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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
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/ / Fee paid previously with preliminary materials.

/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.

(1) Amount Previously Paid:

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(4) Date Filed:

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IMPORTANT INFORMATION
FOR SHAREHOLDERS IN
PUTNAM MASTER INTERMEDIATE INCOME TRUST
PUTNAM PREMIER INCOME TRUST

THE DOCUMENT YOU HOLD IN YOUR HANDS CONTAINS YOUR PROXY STATEMENT AND
PROXY CARD. A PROXY CARD IS, IN ESSENCE, A BALLOT. WHEN YOU VOTE YOUR
PROXY, IT TELLS US HOW TO VOTE ON YOUR BEHALF ON IMPORTANT ISSUES RELATING
TO YOUR FUND. IF YOU COMPLETE AND SIGN THE PROXY, WE'LL VOTE IT EXACTLY AS
YOU TELL US. IF YOU SIMPLY SIGN THE PROXY, WE'LL VOTE IT IN ACCORDANCE
WITH THE TRUSTEES' RECOMMENDATIONS ON PAGE 3.

WE URGE YOU TO SPEND A COUPLE OF MINUTES WITH THE PROXY STATEMENT, AND
EITHER FILL OUT YOUR PROXY CARD AND RETURN IT TO US VIA THE MAIL, OR
RECORD YOUR VOTING INSTRUCTIONS VIA THE INTERNET. WHEN SHAREHOLDERS DON'T
RETURN THEIR PROXIES IN SUFFICIENT NUMBERS, WE HAVE TO INCUR THE EXPENSE
OF FOLLOW-UP SOLICITATIONS, WHICH CAN COST YOUR FUND MONEY.

WE WANT TO KNOW HOW YOU WOULD LIKE TO VOTE AND WELCOME YOUR COMMENTS.
PLEASE TAKE A FEW MOMENTS WITH THESE MATERIALS AND RETURN YOUR PROXY TO
US.

[LOGO]

TABLE OF CONTENTS

A Message from the Chairman 1
Notice of Shareholder Meeting 2
Trustees' Recommendations 3

PROXY CARD ENCLOSED

If you have any questions, please contact us at 1-800-225-1581 or call your
financial advisor.
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A MESSAGE FROM THE CHAIRMAN

Dear Shareholder:

I am writing to you to ask for your vote on
important questions that affect your fund. While you

[PHOTO]
are, of course, welcome to join us at your fund's
meeting, most shareholders cast their vote by

either filling out and signing the enclosed proxy
card or by voting via the Internet. We are asking for your vote on
the following proposal: fixing the number of Trustees and electing
your fund's Trustees.

We realize that most shareholders will not be able to attend the
Funds' meeting. However, we do need every shareholder's vote. We
urge you to record your voting instructions on the Internet or
complete, sign, and return the enclosed proxy card promptly. A
postage-paid envelope is enclosed for mailing, and Internet voting
instructions are listed at the top of your proxy card.

I'm sure that you, like most people, lead a busy life and are
tempted to put this proxy aside for another day. Please don't.
When shareholders do not return their proxies, their fund may have
to incur the expense of follow-up solicitations. All shareholders
benefit from the speedy return of proxies.

Your vote is important to us. We appreciate the time and
consideration that I am sure you will give this important matter.
If you have questions about the proposals, contact your financial
advisor or call a Putnam customer service representative at
1-800-225-1581.

Sincerely yours,

[SIGNATURE]
John A. Hill, Chairman
1

PUTNAM MASTER INTERMEDIATE INCOME TRUST
PUTNAM PREMIER INCOME TRUST
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

- THIS IS THE FORMAL AGENDA FOR YOUR FUND'S SHAREHOLDER MEETING. IT TELLS YOU
WHAT MATTERS WILL BE VOTED ON AND THE TIME AND PLACE OF THE MEETING, IF YOU
CAN ATTEND IN PERSON.

To the Shareholders of Putnam Master Intermediate Income Trust and
Putnam Premier Income Trust:

The Annual Meeting of Shareholders of your fund will be held on
June 13, 2002 at 11:00 a.m., Boston time, on the eighth floor of
One Post Office Square, Boston, Massachusetts, to consider the
following:

1. FIXING THE NUMBER OF TRUSTEES AND ELECTING TRUSTEES. SEE PAGE 5.

By the Trustees

John A. Hill, Chairman
George Putnam, III, President

Jameson A. Baxter
Charles B. Curtis
Ronald J. Jackson
Paul L. Joskow
Elizabeth T. Kennan
Lawrence J. Lasser
John H. Mullin, III
Robert E. Patterson
A.J.C. Smith
W. Thomas Stephens
W. Nicholas Thorndike

WE URGE YOU TO MARK, SIGN, DATE, AND MAIL THE ENCLOSED PROXY IN
THE POSTAGE-PAID ENVELOPE PROVIDED OR RECORD YOUR VOTING
INSTRUCTIONS VIA THE INTERNET SO YOU WILL BE REPRESENTED AT THE
MEETING.

April 5, 2002

PROXY STATEMENT

- THIS DOCUMENT WILL GIVE YOU THE INFORMATION YOU NEED TO VOTE ON THE MATTERS
LISTED ON THE PREVIOUS PAGE. MUCH OF THE INFORMATION IN THE PROXY STATEMENT
IS REQUIRED UNDER RULES OF THE SECURITIES AND EXCHANGE COMMISSION ("SEC");
SOME OF IT IS TECHNICAL. IF THERE IS ANYTHING YOU DON'T UNDERSTAND, PLEASE
CONTACT US AT OUR SPECIAL TOLL-FREE NUMBER, 1-800-225-1581, OR CALL YOUR
FINANCIAL ADVISOR.

- WHO IS ASKING FOR YOUR VOTE?

THE ENCLOSED PROXY IS SOLICITED BY THE TRUSTEES OF PUTNAM MASTER
INTERMEDIATE INCOME TRUST AND PUTNAM PREMIER INCOME TRUST for use
at the Annual Meeting of Shareholders of each fund to be held on
June 13, 2002, and, if your fund's meeting is adjourned, at any
later meetings, for the purposes stated in the Notice of Annual
Meeting (see previous page). The Notice of Annual Meeting, the
proxy and the Proxy Statement are being mailed on or about
April 8, 2002.

- HOW DO YOUR FUND'S TRUSTEES RECOMMEND THAT SHAREHOLDERS VOTE ON THIS
PROPOSAL?

The Trustees recommend that you vote

1. FOR FIXING THE NUMBER OF TRUSTEES AS PROPOSED AND THE ELECTION OF
ALL NOMINEES.

- WHO IS ELIGIBLE TO VOTE?

Shareholders of record at the close of business on March 22, 2002
are entitled to be present and to vote at the meeting or any
adjourned meeting.

Each share is entitled to one vote. Shares represented by duly
executed proxies will be voted in accordance with your
instructions. If you sign the proxy, but don't fill in a vote,
your shares will be voted in accordance with the Trustees'
recommendation. If any other business is brought before your
fund's meeting, your shares will be voted at the Trustees'
discretion.

Shareholders of each fund vote separately with respect to each
proposal. The outcome of a vote affecting one fund does not affect
any other fund.

THE PROPOSALS

I. ELECTION OF TRUSTEES

- WHO ARE THE NOMINEES FOR TRUSTEES?

The Board Policy and Nominating Committee of the Trustees of each
fund makes recommendations concerning the Trustees of that fund.
The Board Policy and Nominating Committee consists solely of
Trustees who are not "interested persons" (as defined in the
Investment Company Act of 1940) of your fund or of Putnam
Investment Management, LLC, your fund's investment manager
("Putnam Management").

The Board Policy and Nominating Committee of the Trustees of each
fund has fixed the number of Trustees at thirteen and recommends
that you vote for the election of the nominees described below.
Each nominee is currently a Trustee of your fund and of the other
Putnam funds. The 13 nominees for election as Trustees at the
shareholder meeting of your fund who receive the greatest number
of votes will be elected as Trustees of your fund.

The nominees for Trustees and their backgrounds are shown in the
table below. The table discloses each nominee's name, date of
birth, principal occupation(s) during the past 5 years, and other
information about the nominee's professional background, including
other directorships the nominee holds. Each nominee currently
serves as a Trustee. Each Trustee oversees all of the Putnam Funds
and serves for an indefinite term until his or her resignation,
death or removal. The address of all of the Trustees is One Post
Office Square, Boston, Massachusetts 02109. At December 31, 2001,
there were 123 Putnam Funds.

JAMESON ADKINS BAXTER (9/6/43), Trustee since 1994

[photo of Jameson Adkins Baxter]
Ms. Baxter is the President of Baxter
Associates, Inc., a management consulting and
private investment firm that she founded
in 1986.

Ms. Baxter also serves as a Director of ASHTA Chemicals, Inc.,
Banta Corporation (a printing and digital imaging firm),
Intermatic Corporation (manufacturer of energy control products)
and Ryerson Tull, Inc. (a steel service corporation), Advocate
Health Care and the National Center for Nonprofit Boards. She is
Chairman Emeritus of the Board of Trustees, Mount Holyoke College,
having served as Chairman for five years and as a board member for
thirteen years. Ms. Baxter has also held various positions in
investment banking and corporate finance, including Vice President
and Principal of the Regency Group, Inc. and Consultant to First
Boston Corporation. She is a graduate of Mount Holyoke College.

CHARLES B. CURTIS (4/27/40), Trustee
since 2001

Mr. Curtis is President and Chief Operating Officer, Nuclear

[photo of Charles B. Curtis]
Threat Initiative, a private foundation dedicated to reducing the
threat of weapons of mass destruction. Mr. Curtis also serves as
Senior Advisor to the United Nations Foundation.

Mr. Curtis is a Member of the Council on Foreign Relations, the
Electric Power Research Institute Advisory Council, the University
of Chicago Board of Governors for Argonne National Laboratory, and
the Board of Directors of the Environment and Natural Resources
Program Steering Committee, John F. Kennedy School of Government,
Harvard University. He has over fifteen years of law practice
experience and eighteen years in government service. Until 2002,
Mr. Curtis was a Member of the Board of Directors of the Gas
Technology Institute, and until 2001, he was a Member of the
Department of Defense Policy Board and Director of EG&G Technical

Services, Inc. (provider of technical services to the Department
of Defense and the Department of Energy). Prior to May 1997,
Mr. Curtis was Deputy Secretary of Energy. Mr. Curtis holds B.S.
and B.A. degrees from the University of Massachusetts at Amherst
and a J.D. from Boston University School of Law.

JOHN A. HILL (1/31/42), Trustee since 1985
and Chairman since 2000

[photo of John A. Hill]
Mr. Hill is Vice-Chairman and Managing Director,
First Reserve Corporation, a registered investment
adviser investing in compa
nies in the world-wide energy industry on behalf of
institutional investors.

Mr. Hill is also a Director of Devon Energy Corporation (formerly
known as Snyder Oil Corporation), TransMontaigne Oil Company,
Continuum Health Partners of New York, Sarah Lawrence College and
various private companies controlled by First Reserve Corporation.
He is also a Trustee of TH Lee, Putnam Investment Trust, a
closed-end investment company. Prior to acquiring First Reserve in
1983, Mr. Hill held executive positions with several advisory
firms and various positions with the federal government, including
Associate Director of the Office of Management and Budget and
Deputy Director of the Federal Energy Administration. He is active
in various business associations, including the Economic Club of
New York, and lectures on energy issues in the United States and
Europe. Mr. Hill is a graduate of Southern Methodist University.

RONALD J. JACKSON (12/17/43), Trustee
since 1996

[photo of Ronald J. Jackson]
Mr. Jackson is a private investor.

Mr. Jackson is former Chairman of the Board, President and Chief
Executive Officer of Fisher-Price, Inc., a major toy
manufacturer from which he retired in 1993. He also previously
served as President and Chief Executive Officer of

Stride-Rite, Inc., a manufacturer and distributor of footwear, and
of Kenner Parker Toys, Inc., a major toy and game manufacturer. He
has also held financial and marketing positions with such
companies as General Mills, Inc., Parker Brothers, a toy and game
company, and Talbots, a distributor of women's apparel, where he
served as President of the company. Mr. Jackson is a graduate of
Michigan State University Business School.

PAUL L. JOSKOW (6/30/47), Trustee
since 1997

[photo of Paul L. Joskow]
Dr. Joskow is Elizabeth and James Killian Professor
of Economics and Management and Director of the
Center for Energy and Envi
ronmental Policy Research, Massachusetts Institute of Technology.

Dr. Joskow serves as a Director of National Grid Group, a UK based
holding company with interests in electric power and
telecommunications networks and the Whitehead Institute for
Biomedical Research, a non-profit research institution. He has
been President of the Yale University Council since 1993. Prior to
February 2002, March 2000 and September 1998, Dr. Joskow was a
Director of State Farm Indemnity Company, an automobile insurance
company, a Director of New England Electric System, a public
utility holding company, and a consultant to National Economic
Research Associates, respectively. He has published five books and
numerous articles on topics in industrial organization, government
regulation of industry and competition policy and is active on
industry restructuring, environmental, energy, competition, and
privatization policies, serving as an advisor to governments and
corporations worldwide. Dr. Joskow is a graduate of Cornell
University and Yale University, and is a Fellow of the Econometric
Society and the American Academy of Arts and Sciences.

ELIZABETH T. KENNAN (2/25/38), Trustee
since 1992

Dr. Kennan is President Emeritus of Mount Holyoke College

[photo of Elizabeth T. Kennan]
and serves on the boards of various organizations.

Dr. Kennan serves as the Chairman of Cambus-Kenneth
Bloodstock, a limited liability company involved in thoroughbred
horse breeding and farming, and as a Director of both Northeast
Utilities and Talbots, a distributor of women's apparel. She also
serves as a Trustee of Centre College. Until 1995 she was a
Trustee of the University of Notre Dame, and until 2001 she was a
Member of the Oversight Committee of the Folger Shakespeare
Library. Prior to September 2000, June 2000, and November 1999,
Dr. Kennan was a Director of Chastain Real Estate, Bell Atlantic
and Kentucky Home Life Insurance, respectively. For twelve years,
Dr. Kennan was on the faculty of Catholic University, where she
taught history and published numerous articles, and directed the
post-doctoral program in Patristic and Medieval Studies. Active in
various educational and civic associations, she is a graduate of
Mount Holyoke College, the University of Washington, and St.
Hilda's College, Oxford University. She holds several honorary
doctorates.

JOHN H. MULLIN, III (6/15/41), Trustee
since 1997

Mr. Mullin is the Chairman and CEO of

[photo of John H. Mullin, III]
Ridgeway Farm, a limited liability company engaged
in timber and farming.
Mr. Mullin is a Director of Alex. Brown Realty, Inc., The Liberty
Corporation (a company engaged in the broadcasting industry) and
Progress Energy, Inc. (a utility company, formerly known as
Carolina Power & Light). Prior to October 1997, January 1998 and
May 2001, he was a Director of Dillon, Read and Co. Inc., The
Ryland Group, Inc. and Graphic Packaging International Corp.,
respectively.

Mr. Mullin is a Trustee Emeritus of Washington & Lee University
where he served as Chairman of the Investment Committee. He is a
graduate of Washington & Lee University and The Wharton Graduate
School at the University of Pennsylvania.

ROBERT E. PATTERSON (3/15/45), Trustee
since 1984

[photo of Robert E. Patterson]
Mr. Patterson is Senior Partner of Cabot Properties, LLP and
Chairman of Cabot Properties, Inc. Prior to December 2001, he
served as President and Trustee of Cabot Industrial Trust,
a publicly traded real estate investment trust.

Mr. Patterson is Chairman of the Joslin Diabetes Center, a Trustee
of SEA Education Association and a Director of Brandywine Trust
Company. Prior to February 1998, Mr. Patterson was Executive Vice
President and Director of Acquisitions of Cabot Partners Limited
Partnership, a registered investment advisor that managed real
estate investments for institutional investors. Prior to 1990, he
was Executive Vice President of Cabot, Cabot & Forbes Realty
Advisors, Inc., the predecessor company of Cabot Partners, and
prior to that was Senior Vice President of the Beal Companies, a
real estate management, investment and development firm. He also
worked as an attorney and held various positions in state
government, including the founding Executive Director of the
Massachusetts Industrial Finance Agency. Mr. Patterson is a
graduate of Harvard College and Harvard Law School.

W. THOMAS STEPHENS (9/2/42), Trustee
since 1997

[photo of W. Thomas Stephens]
Mr. Stephens is a director of various corporations.
Until 1999, he was the President and Chief Executive
Officer of MacMillan Bloedel Limited, a forest
products and building
materials company.

Mr. Stephens is a Director of Mail-Well, a printing and envelope
company, Qwest Communications, Xcel Energy Incorporated, a public
utility company, TransCanada Pipelines and Norske Skog
Canada, Inc., a paper manufacturer. Mr. Stephens retired as
Chairman of the Board of Directors, President and Chief Executive
Officer of Johns Manville Corporation in 1996 and as Chairman of
Mail-Well in 2001. He holds B.S. and M.S. degrees from the
University of Arkansas.

W. NICHOLAS THORNDIKE (3/28/33),
Trustee since 1992

[photo of W. Nicholas Thorndike]
Mr. Thorndike is a Director of various corporations and charitable
organizations, including Courier Corporation, a book binding and
printing company, and The Providence Journal
Co., a newspaper publisher.

Mr. Thorndike is a Trustee of Northeastern University and
an Honorary Trustee of Massachusetts General Hospital, where he
previously served as Chairman and President. Prior to September
2000, April 2000, and December 2001, Mr. Thorndike was a Director
of Bradley Real Estate, Inc., a Trustee of Eastern Utilities
Associates, and a Trustee of Cabot Industrial Trust, respectively.
He has also served as Chairman of the Board and Managing Partner
of Wellington Management Company/Thorndike, Doran, Paine & Lewis,
a registered investment advisor that manages mutual funds and
institutional assets, as a Trustee of the Wellington Group of
Funds (currently The Vanguard Group) and as the Chairman and a
Director of Ivest Fund, Inc. Mr. Thorndike is a graduate of
Harvard College.

- INTERESTED TRUSTEES

LAWRENCE J. LASSER* (11/1/42), Trustee
since 1992 and Vice President since 1981

[photo of Lawrence J. Lassser]
Mr. Lasser is the President and Chief Executive
Officer of Putnam Investments, LLC and Putnam
Investment Management, LLC. He
has been President and Chief Executive Officer since 1985, having
begun his career there in 1969.

Mr. Lasser is a Director of Marsh & McLennan Companies, Inc. and
the United Way of Massachusetts Bay. He also serves as a Member of
the Board of Governors of the Investment Company Institute, as a
Trustee of the Museum of Fine Arts, Boston, and as a Trustee and
Member of the Finance and Executive Committees of Beth Israel
Deaconess Medical Center, Boston. He is a Member of the CareGroup
Board of Managers Investment Committee, the Council on Foreign
Relations and the Commercial Club of Boston. Mr. Lasser is a
graduate of Antioch College and Harvard Business School.

GEORGE PUTNAM III* (8/10/51), Trustee
since 1984 and President since 2000

Mr. Putnam is the President of New Generation

[photo of George Putnam, III]
Research, Inc., a publisher of financial advisory and other
research services relating to bankrupt and distressed companies,
and of New Generation Advisers, Inc., a registered
investment adviser that provides advice to private funds
specializing in investments in such companies. He founded New
Generation in 1985.

Mr. Putnam is a Director of The Boston Family Office, L.L.C., a
registered investment advisor, a Trustee of the SEA Education
Association, and a Trustee of St. Mark's School and Shore Country
Day School. Mr. Putnam also worked as an attorney with the law
firm of Dechert Price & Rhoads. He is a graduate of Harvard
College, Harvard Business School and Harvard Law School.

A.J.C. SMITH* (4/13/34), Trustee
since 1986

[photo of A.J.C. Smith]
Mr. Smith is a Director of Marsh & McLennan
Companies, Inc. Prior to May 2000 and November 1999,
Mr. Smith was Chairman
and CEO, respectively, of Marsh & McLennan.

Mr. Smith is a Director of Trident Corp., a limited partnership
with over thirty institutional investors, and a Trustee of the
Carnegie Hall Society, the Educational Broadcasting Corporation
and the National Museums of Scotland. He is Chairman of the
Central Park Conservancy and a Member of the Board of Overseers of
the Joan and Sanford I. Weill Graduate School of Medical Sciences
of Cornell University. He was educated in Scotland. Mr. Smith is a
Fellow of the Faculty of Actuaries in Edinburgh, the Canadian
Institute of Actuaries and the Conference of Actuaries, an
Associate of the Society of Actuaries, and a Member of the
American Academy of Actuaries, the International Actuarial
Association and the International Association of Consulting
Actuaries.
----------------------------

*Nominees who are or may be deemed to be "interested persons" (as
defined in the Investment Company Act of 1940) of the fund, Putnam
Management, Putnam Retail Management or Marsh & McLennan
Companies, Inc., the parent company of Putnam, LLC and its
affiliated companies. Messrs. Putnam, Lasser and Smith are deemed
"interested persons" by virtue of their positions as officers or
shareholders of the fund or Putnam Management, Putnam Retail
Management, or Marsh & McLennan Companies, Inc. George Putnam, III
is the President of your Fund and each of the other Putnam Funds.
Lawrence J. Lasser is the President and Chief Executive Officer of
Putnam Investments, LLC and Putnam Management. Mr. Lasser and Mr.
Smith also serve as Directors of Marsh & McLennan Companies, Inc.

The balance of the nominees are not "interested persons."

All the nominees were elected by the shareholders of each fund on
June 14, 2001, other than Mr. Curtis, who was elected by the Board
of Trustees effective July 1, 2001. The 13 nominees for election
as Trustees at the shareholder meeting of your fund who receive
the greatest number of votes will be elected as Trustees of your
fund. The Trustees serve until their successors are elected and
qualified. Each of the nominees has agreed to serve as a Trustee
if elected. If any of the nominees is unavailable for election at
the time of the meeting, which is not anticipated, the Trustees
may vote for other nominees at their discretion, or the Trustees
may fix the number of Trustees at less than 13 for your fund.

- WHAT ARE THE TRUSTEES' RESPONSIBILITIES?

Your fund's Trustees are responsible for the general oversight of
your fund's affairs and for assuring that your fund is managed in
the best interests of its shareholders. The Trustees regularly
review your fund's investment performance as well as the quality
of other services provided to your fund and its shareholders by
Putnam Management and its affiliates, including administration,
custody, and shareholder servicing. At least annually, the
Trustees review and evaluate the fees and operating expenses paid
by your fund for these services and negotiate changes that they
deem appropriate. In carrying out these responsibilities, the
Trustees are assisted by an independent administrative staff and
by your fund's auditors, counsel and other experts as appropriate,
selected by and responsible to the Trustees.

Your fund's Trustees have determined that the efficient conduct of
your fund's affairs makes it desirable to delegate responsibility
for certain specific matters to committees of the board. Certain
committees (the Executive Committee, Distributions Committee, and
Audit and Pricing Committee) are authorized to act for the
Trustees as specified in their charters. The other committees
review and evaluate matters specified in their charters and make
recommendations to the Trustees as they deem appropriate. Each
committee may utilize the

resources of your fund's independent staff, counsel and auditors
as well as other experts. The committees meet as often as
necessary, either in conjunction with regular meetings of the
Trustees or otherwise. The membership and chairman of each
committee are appointed by the Trustees upon recommendation of the
Board Policy and Nominating Committee.

AUDIT AND PRICING COMMITTEE. The Audit and Pricing Committee
provides oversight on matters relating to the preparation of the
funds' financial statements, compliance matters and Code of Ethics
issues. This oversight is discharged by regularly meeting with
management and the funds' independent auditors and keeping current
on industry developments. Duties of this Committee also include
the review and evaluation of all matters and relationships
pertaining to the funds' independent auditors, including their
independence. The members of the Audit and Pricing Committee of
your fund include only Trustees who are not "interested persons"
of the fund or Putnam Management. Each member of the Audit and
Pricing Committee is "independent" as defined in Sections
303.01(B)(2)(a) and (3) of the listing standards of the New York
Stock Exchange. The Committee also reviews the funds' policies and
procedures for achieving accurate and timely pricing of the funds'
shares, including oversight of fair value determinations of
individual securities made by Putnam Management or other
designated agents of the Funds. The Committee oversees compliance
by money market funds with Rule 2a-7, interfund transactions
pursuant to Rule 17a-7, and the correction of occasional pricing
errors. The Committee also receives reports regarding the
liquidity of portfolio securities. The Trustees have adopted a
written charter for the Audit and Pricing Committee. The Committee
currently consists of Messrs. Stephens (Chairperson) and
Thorndike, and Drs. Kennan and Joskow.

BOARD POLICY AND NOMINATING COMMITTEE. The Board Policy and
Nominating Committee reviews matters pertaining to the operations
of the Board of Trustees and its Committees, the compensation of
the Trustees and their staff, and the conduct of legal affairs for
the Funds. The Committee evaluates
15

and recommends all candidates for election as Trustees and
recommends the appointment of members and chairs of each board
committee. The Committee also reviews policy matters affecting the
operation of the Board and its independent staff and makes
recommendations to the Board as appropriate. The Committee
consists only of Trustees who are not "interested persons" of your
fund or Putnam Management. The Committee also oversees the voting
of proxies associated with portfolio investments of the Putnam
funds, with the goal of ensuring that these proxies are voted in
the best interest of the funds' shareholders. The Board Policy and
Nominating Committee currently consists of Dr. Kennan
(Chairperson), Ms. Baxter and Messrs. Hill, Mullin, Patterson and
Thorndike. The Board Policy and Nominating Committee will consider
nominees for trustee recommended by shareholders of a fund
provided shareholders submit their recommendations by the date
disclosed in the fund's proxy statement and provided the
shareholders' recommendations otherwise comply with applicable
securities laws, including Rule 14a-8 under the Securities
Exchange Act of 1934.

BROKERAGE AND CUSTODY COMMITTEE. The Brokerage and Custody
Committee reviews the policies and procedures of the Funds
regarding the execution of portfolio transactions for the Funds,
including policies regarding the allocation of brokerage
commissions and soft dollar credits. The Committee reviews
periodic reports regarding the funds' activities involving
derivative securities, and reviews and evaluates matters relating
to the funds' custody arrangements. The Committee currently
consists of Messrs. Jackson (Chairperson), Curtis, Mullin,
Thorndike, Ms. Baxter and Dr. Kennan.

COMMUNICATION, SERVICE AND MARKETING COMMITTEE. This Committee
examines the quality, cost and levels of services provided to the
shareholders of the Putnam funds. The Committee also reviews
communications sent from the funds to their shareholders,
including shareholder reports, prospectuses, newsletters and other
materials. In addition, the Committee oversees marketing and sales
communications of the Funds' distributor. The Committee currently
consists of
16

Messrs. Putnam (Chairperson), Smith, Stephens, Thorndike and
Dr. Joskow.

CONTRACT COMMITTEE. The Contract Committee reviews and evaluates
at least annually all arrangements pertaining to (i) the
engagement of Putnam Management and its affiliates to provide
services to the Funds, (ii) the expenditure of the Funds' assets
for distribution purposes pursuant to the Distribution Plans of
the Funds, and (iii) the engagement of other persons to provide
material services to the Funds, including in particular those
instances where the cost of services is shared between the Funds
and Putnam Management and its affiliates or where Putnam
Management or its affiliates have a material interest. The
Committee recommends to the Trustees such changes in arrangements
that it deems appropriate. The Committee also reviews the
conversion of Class B shares into Class A shares of the open-end
funds in accordance with procedures approved by the Trustees.
After review and evaluation, the Committee recommends to the
Trustees the proposed organization of new Fund products, and
proposed structural changes to existing Funds. Its oversight of
the closed-end funds includes (i) investment performance,
(ii) trading activity, (iii) determinations with respect to
sunroof provisions, (iv) disclosure practices, and (v) the use of
leverage. The Committee is comprised exclusively of independent
Trustees. The Committee currently consists of Ms. Baxter
(Chairperson) and Messrs. Curtis, Jackson, Mullin and Patterson.

DISTRIBUTIONS COMMITTEE. This Committee oversees all Fund
distributions and approves the amount and timing of distributions
paid by all the Funds to the shareholders when the Trustees are
not in session. The Committee also meets regularly with
representatives of Putnam Investments to review distribution
levels and the Funds' distribution policies. The Committee
currently consists of Messrs. Patterson (Chairperson), Jackson,
Thorndike and Dr. Joskow.

EXECUTIVE COMMITTEE. The functions of the Executive Committee are
twofold. The first is to ensure that the Funds' business may be
conducted at times when it is not feasible to convene a meeting of
the Trustees or for the Trustees to act by written consent. The
Committee may exercise any or all of the power and authority of
the Trustees when the Trustees are not in session. The second is
to establish annual and ongoing goals, objectives and priorities
for the Board of Trustees and to insure coordination of all
efforts between the Trustees and Putnam Investments on behalf of
the shareholders of the Putnam Funds. The Committee currently
consists of Ms. Baxter and Messrs. Hill (Chairman), Jackson,
Putnam, Stephens and Thorndike.

INVESTMENT OVERSIGHT COMMITTEES. These Committees regularly meet
with investment personnel of Putnam Management to review the
investment performance and strategies of the Putnam Funds in light
of their stated investment objectives and policies. Investment
Oversight Committee A currently consists of Messrs. Curtis
(Chairperson), Hill, and Lasser and Dr. Kennan. Investment
Oversight Committee B currently consists of Dr. Joskow
(Chairperson), Ms. Baxter and Mr. Putnam. Investment Committee C
currently consists of Messrs. Mullin (Chairperson), Jackson and
Smith. Investment Oversight Committee D currently consists of
Messrs. Patterson (Chairperson), Stephens and Thorndike.

The Investment Company Act of 1940 requires that your fund have a
minimum proportion of trustees who are not affiliated in any way
with your fund's investment manager, principal underwriter from
time to time or any broker-dealer. These independent trustees must
vote separately to approve all financial arrangements and other
agreements with your fund's investment manager and other
affiliated parties. The role of independent trustees has been
characterized as that of a "watchdog" charged with oversight to
protect shareholders' interests against overreaching and abuse by
those who are in a position to control or influence a fund. The
Trustees of your fund believe that independent trustees should
represent at least two-thirds of the members of the board. Your
fund's independent trustees meet regularly as a group in executive
session.
18

- HOW LARGE A STAKE DO THE TRUSTEES HAVE IN THE PUTNAM FAMILY OF FUNDS?

The Trustees believe each Trustee should have a significant
investment in the Putnam funds. The Trustees allocate their
investments among the approximately 123 Putnam funds based on
their own investment needs. The table below shows the number of
shares beneficially owned by each Trustee and the value of each
Trustee's holdings in each fund and in all of the Putnam Funds as
of February 28, 2002.

PUTNAM MASTER PUTNAM PREMIER INCOME AGGREGATE DOLLAR
INTERMEDIATE INCOME TRUST TRUST RANGE OF SHARES
Held in all of
Dollar Amount Dollar Amount the Putnam Funds
Number of Range of Number of Range of Overseen by Trustee
Name of Trustee Shares Owned Shares Owned Shares Owned Shares Owned (123)

--------------------------------------------------------------------------------------------------------
Jameson A. Baxter 373 $1 - $10,000 197 $1 - $10,000 over $100,000
Charles B. Curtis 100 $1 - $10,000 100 $1 - $10,000 over $100,000
John A. Hill 196 $1 - $10,000 100 $1 - $10,000 over $100,000
Ronald J. Jackson 391 $1 - $10,000 200 $1 - $10,000 over $100,000
Paul L. Joskow 100 $1 - $10,000 100 $1 - $10,000 over $100,000
Elizabeth T. Kennan 376 $1 - $10,000 195 $1 - $10,000 over $100,000
John H. Mullin, III 100 $1 - $10,000 100 $1 - $10,000 over $100,000
Robert E. Patterson 587 $1 - $10,000 500 $1 - $10,000 over $100,000
W. Thomas Stephens 100 $1 - $10,000 100 $1 - $10,000 over $100,000
W. Nicholas Thorndike 472 $1 - $10,000 247 $1 - $10,000 over $100,000
Lawrence J. Lasser 196 $1 - $10,000 100 $1 - $10,000 over $100,000
George Putnam, III 978 $1 - $10,000 500 $1 - $10,000 over $100,000
A.J.C. Smith 391 $1 - $10,000 200 $1 - $10,000 over $100,000

----------------------------------------------------------------------------

At February 28, 2002, the Trustees and officers of Putnam Master
Intermediate Income Trust and Putnam Premier Income Trust as a
group owned less than 1% of the outstanding shares of each fund.

-WHAT ARE SOME OF THE WAYS IN WHICH THE TRUSTEES REPRESENT SHAREHOLDER
INTERESTS?

The Trustees believe that, as substantial investors in the Putnam
funds, their interests are closely aligned with those of
individual shareholders. Among other ways, the Trustees seek to
represent shareholder interests:

- by carefully reviewing your fund's investment performance on an
individual basis with your fund's managers;

- by also carefully reviewing the quality of the various other
services provided to the funds and their shareholders by Putnam
Management and its affiliates;

- by discussing with senior management of Putnam Management steps
being taken to address any performance deficiencies;

- by conducting an in-depth review of the fees paid by each fund
and by negotiating with Putnam Management to ensure that such
fees remain reasonable and competitive with those of other
mutual funds, while at the same time providing Putnam Management
sufficient resources to continue to provide high quality
services in the future;

- by reviewing brokerage costs and fees, allocations among
brokers, soft dollar expenditures and similar expenses of each
fund;

- by monitoring potential conflicts between the funds and Putnam
Management and its affiliates to ensure that the funds continue
to be managed in the best interests of their shareholders; and

- by also monitoring potential conflicts among funds to ensure
that shareholders continue to realize the benefits of
participation in a large and diverse family of funds.

- HOW OFTEN DO THE TRUSTEES MEET?

The Trustees meet each month (except August) over a two-day period
to review the operations of your fund and of the other Putnam
funds. A portion of these meetings is devoted to meetings of
various committees of the board which focus on particular matters.
Each Trustee generally attends at least two formal committee
meetings during each regular meeting of the Trustees. During 2001,
the average Trustee participated in approximately 46 committee and
board meetings for each fund. In addition, the Trustees meet in
small groups with Chief Investment Officers and Portfolio Managers
to review recent performance and the current investment climate
for selected funds. These meetings ensure that each fund's
performance is reviewed in detail at least twice a year. The
Contract Committee typically meets on several additional occasions
during the year to carry out its responsibilities. Other

committees, including the Executive Committee, may also meet on
special occasions as the need arises. The number of times each
committee met during your fund's last fiscal year is shown in the
table below:

PUTNAM MASTER INTERMEDIATE INCOME TRUST

Fiscal year ended September 30, 2001

---------------------------------------------------------
Audit and Pricing Committee(*) 8
Board Policy and Nominating Committee(**) 7
Brokerage and Custody Committee 4
Communication, Service and Marketing Committee 5
Contract Committee 11
Distributions Committee 2
Executive Committee 3
Investment Oversight Committee 8

PUTNAM PREMIER INCOME TRUST

Fiscal year ended July 31, 2001

---------------------------------------------------------
Audit and Pricing Committee(*) 8
Board Policy and Nominating Committee(**) 7
Brokerage and Custody Committee 5
Communication, Service and Marketing Committee 5
Contract Committee 11
Distributions Committee 3
Executive Committee 4
Investment Oversight Committee 9

------------------------------------------------------

(*) Effective February 2002, the responsibilities of
the Audit Committee and Pricing Committee were
combined into the Audit and Pricing Committee.
The number of meetings shown represents the
number of meetings held during your fund's last
fiscal year by the Audit Committee. The Pricing
Committee met 5 times during each fund's last
fiscal year.
(**) Effective March 2002, the Proxy Committee was
combined with the Board Policy and Nominating
Committee. The number of meetings shown
represents the number of meetings held during
your fund's last fiscal year by the Board Policy
and Nominating Committee. The Proxy Committee
met 4 times during each fund's last fiscal year.

- WHAT ARE THE TRUSTEES PAID FOR THEIR SERVICES?

Each Trustee of your fund receives a fee for his or her services.
Each Trustee also receives fees for serving as Trustee

of the other Putnam Funds. Each Trustee of the fund receives an
annual fee and an additional fee for each Trustees' meeting
attended. Trustees who are not interested persons of Putnam
Management and who serve on committees of the Trustees receive
additional fees for attendance at certain committee meetings and
for special services rendered in that connection. All of the
Trustees are Trustees of all the Putnam funds and each receives
fees for his or her services.

The Trustees periodically review their fees to assure that such
fees continue to be appropriate in light of their responsibilities
as well as in relation to fees paid to trustees of other mutual
fund complexes. The Board Policy and Nominating Committee, which
consists solely of Trustees not affiliated with Putnam Management,
estimates that Committee and Trustee meeting time, together with
the appropriate preparation, requires the equivalent of at least
three business days per Trustee meeting. The following table shows
the fees paid to each Trustee by your fund for its most recent
fiscal year and the fees paid to each Trustee by all of the Putnam
funds during calendar year 2001:

PUTNAM MASTER INTERMEDIATE INCOME TRUST
COMPENSATION TABLE

Estimated
Pension or annual
retirement benefits
benefits from all
Aggregate accrued as Putnam Total
compensation part of funds compensation
from the fund upon from all
Trustees/Year fund(1) expenses retirement(2) Putnam funds(3)

-----------------------------------------------------------------------------------------------------
Jameson A. Baxter/1994(4) $1,117 $ 271 $100,000 $205,750
Charles B. Curtis/2001(8) 259 0 100,000 92,000
Hans H. Estin/1972(5) 832 559 97,904 109,000
John A. Hill/1985(4)(7) 1,571 439 200,000 403,500
Ronald J. Jackson/1996(4) 1,117 289 100,000 205,750
Paul L. Joskow/1997(4) 1,092 212 100,000 201,250
Elizabeth T. Kennan/1992 1,104 397 100,000 203,500
Lawrence J. Lasser/1992(6) 0 200 92,500 0
John H. Mullin, III/1997(4) 1,115 318 100,000 205,500
Robert E. Patterson/1984 1,111 198 100,000 204,750
George Putnam, III/1984(7) 1,319 185 125,000 249,750
A.J.C. Smith/1986(6) 0 393 91,833 0
W. Thomas Stephens/1997(4) 1,091 297 100,000 201,000
W. Nicholas Thorndike/1992 1,097 557 100,000 202,000

----------------------------------------------------------------------------
(1) Includes an annual retainer and an attendance fee for each meeting
attended.

(2) Assumes that each Trustee retires at the normal retirement date. For
Trustees who are not within three years of retirement, estimated benefits
for each Trustee are based on Trustee fee rates in effect during calendar
2001.

(3) As of December 31, 2001, there were 123 funds in the Putnam family.

(4) Includes compensation deferred pursuant to a Trustee Compensation Deferral
Plan. The total amounts of deferred compensation payable by the fund to
Mr. Hill, Mr. Jackson, Mr. Joskow, Mr. Mullin, and Mr. Stephens as of
September 30, 2001 were $9,507, $4,314, $867, $3,334 and $2,061,
respectively, including income earned on such amounts.

(5) Reflects retirement from the Board of Trustees of the Putnam funds on
June 30, 2001.

(6) Commencing July 1, 2000, Marsh & McLennan Companies, Inc., compensates
Mr. Lasser and Mr. Smith for their services as Trustees. The estimated
annual retirement benefits and related fund expenses shown in this table
for Messrs. Lasser and Smith reflect benefits earned under the funds'
retirement plan prior to that date.

(7) Includes additional compensation for services commencing July 1, 2000.

(8) Elected by the Board of Trustees as a Trustee effective July 1, 2001. The
fund will not accrue expenses for Mr. Curtis' retirement and pension
benefits until 2002.

PUTNAM PREMIER INCOME TRUST
COMPENSATION TABLE

-----------------------------------------------------------------------------------------------------
Jameson A. Baxter/1994(4) $1,335 $ 341 $100,000 $205,750
Charles B. Curtis/2001(8) 1,158 0 100,000 92,000
Hans H. Estin/1972(5) 1,294 721 97,904 109,000
John A. Hill/1985(4)(7) 1,580 494 200,000 403,500
Ronald J. Jackson/1996(4) 1,335 408 100,000 205,750
Paul L. Joskow/1997(4) 1,309 245 100,000 201,250
Elizabeth T. Kennan/1992 1,312 502 100,000 203,500
Lawrence J. Lasser/1992(6) 0 298 92,500 0
John H. Mullin, III/1997(4) 1,338 368 100,000 205,500
Robert E. Patterson/1984 1,329 252 100,000 204,750
George Putnam, III/1984(7) 1,301 213 125,000 249,750
A.J.C. Smith/1986(6) 0 515 91,833 0
W. Thomas Stephens/1997(4) 1,312 344 100,000 201,000
W. Nicholas Thorndike/1992 1,314 703 100,000 202,000

--------------------------------------------------------------------------
(1) Includes an annual retainer and an attendance fee for each meeting
attended.

(3) As of December 31, 2001, there were 123 funds in the Putnam family.

(4) Includes compensation deferred pursuant to a Trustee Compensation Deferral
Plan. The total amounts of deferred compensation payable by the fund to
Mr. Hill, Mr. Jackson, Mr. Joskow, Mr. Mullin, and Mr. Stephens as of July
31, 2001 were $14,210, $6,829, $1,248, $4,657 and $3,386, respectively,
including income earned on such amounts.

(5) Reflects retirement from the Board of Trustees of the Putnam funds on
June 30, 2001.

(7) Includes additional compensation for services commencing July 1, 2000.

(8) Elected by the Board of Trustees as a Trustee effective July 1, 2001. The
fund will not accrue expenses for Mr. Curtis' retirement and pension
benefits until 2002.

Under a Retirement Plan for Trustees of the Putnam funds (the
"Plan"), each Trustee who retires with at least five years of
service as a Trustee of the funds is entitled to receive an annual
retirement benefit equal to one-half of the average annual
compensation paid to such Trustee for the last three years of
service prior to retirement. This retirement benefit is payable
during a Trustee's lifetime, beginning the year following
retirement, for a number of years equal to such Trustee's years of
service. A death benefit, also available under the Plan, assures
that the Trustee and his or her beneficiaries will receive benefit
payments for the lesser of an aggregate period of (i) ten years or
(ii) such Trustee's total years of service.

The Plan Administrator (a committee comprised of Trustees that are
not "interested persons" of the fund, as defined in the Investment
Company Act of 1940) may terminate or amend the Plan at any time,
but no termination or amendment will result in a reduction in the
amount of benefits (i) currently being paid to a Trustee at the
time of such termination or amendment, or (ii) to which a current
Trustee would have been entitled had he or she retired immediately
prior to such termination or amendment.

FURTHER INFORMATION ABOUT VOTING AND THE MEETING

QUORUM AND METHODS OF TABULATION. The shareholders of each fund
vote separately with respect to each proposal. A majority of the
shares entitled to vote--present in person or represented by
proxy--constitutes a quorum for the transaction of business with
respect to any proposal at the meeting (unless otherwise noted in
the proxy statement). Shares represented by proxies that reflect
abstentions and "broker non-votes" (i.e., shares held by brokers
or nominees as to which (i) instructions have not been received
from the beneficial owners or the persons entitled to vote and
(ii) the broker or nominee does not have the discretionary voting
power on a particular matter) will be counted as shares that are
present and entitled to vote on the matter for purposes of
determining the presence of a quorum. Votes cast by proxy or in
person at the meeting will be counted by persons appointed by your
fund as tellers for the meeting.

The tellers will count the total number of votes cast "for"
approval of a proposal for purposes of determining whether
sufficient affirmative votes have been cast. With respect to the
election of Trustees, neither abstentions nor broker non-votes
have any effect on the outcome of the proposal. With respect to
any other proposals, abstentions and broker non-votes have the
effect of a negative vote on the proposal.

OTHER BUSINESS. The Trustees know of no other business to be
brought before the meeting. However, if any other matters properly
come before the meeting, it is their intention that proxies that
do not contain specific restrictions to the contrary will be voted
on such matters in accordance with the judgment of the persons
named as proxies in the enclosed form of proxy.

SIMULTANEOUS MEETINGS. The meeting of shareholders of your fund is
called to be held at the same time as the meetings of shareholders
of certain of the other Putnam funds. It is anticipated that all
meetings will be held simultaneously.

If any shareholder at the meeting objects to the holding of a
simultaneous meeting and moves for an adjournment of the meeting
to a time promptly after the simultaneous meetings, the persons
named as proxies will vote in favor of such adjournment.

SOLICITATION OF PROXIES. In addition to soliciting proxies by
mail, Trustees of your fund and employees of Putnam Management,
Putnam Fiduciary Trust Company, and Putnam Retail Management may
solicit proxies in person or by telephone. Your fund may also
arrange to have voting instructions recorded by telephone. The
telephone voting procedure is designed to authenticate
shareholders' identities, to allow them to authorize the voting of
their shares in accordance with their instructions and to confirm
that their instructions have been properly recorded. Your fund has
been advised by counsel that these procedures are consistent with
the requirements of applicable law. If these procedures were
subject to a successful legal challenge, such votes would not be
counted

at the meeting. Your fund is unaware of any such challenge at this
time. Shareholders would be called at the phone number Putnam
Investments has in its records for their accounts, and would be
asked for their Social Security number or other identifying
information. The shareholders would then be given an opportunity
to authorize proxies to vote their shares at the meeting in
accordance with their instructions. To ensure that the
shareholders' instructions have been recorded correctly, they will
also receive a confirmation of their instructions in the mail. A
special toll-free number will be available in case the information
contained in the confirmation is incorrect.

Shareholders may have the opportunity to submit their voting
instructions via the Internet by utilizing a program provided by a
third party vendor hired by Putnam Management. The giving of such
a proxy will not affect your right to vote in person should you
decide to attend the meeting. To vote via the Internet, you will
need the control number that appears on your proxy card. To vote,
please access the Internet address found on your proxy card. The
Internet voting procedures are designed to authenticate
shareholder identities, to allow shareholders to give their voting
instructions, and to confirm that shareholders' instructions have
been recorded properly. Shareholders voting via the Internet
should understand that there may be costs associated with
electronic access, such as usage charges from Internet access
providers and telephone companies, that must be borne by the
shareholders.

Your fund's Trustees have adopted a policy of maintaining
confidentiality in the voting of proxies. Consistent with
that policy, your fund may solicit proxies from shareholders
who have not voted their shares or who have abstained
from voting.

Persons holding shares as nominees will upon request be reimbursed
for their reasonable expenses in soliciting instructions from
their principals. Each fund has retained at its expense DF King
Co., 77 Water Street, New York,

New York 10005, to aid in the solicitation of instructions for
registered and nominee accounts, for a fee not to exceed $2,500
plus reasonable out-of-pocket expenses for mailing and phone
costs. The expenses of the preparation of the proxy statements and
related materials, including printing and delivery costs, are
borne by each fund.

REVOCATION OF PROXIES. Proxies, including proxies given by
telephone or over the Internet, may be revoked at any time before
they are voted either (i) by a written revocation received by the
Clerk of your fund, (ii) by properly executing a later-dated
proxy, (iii) by recording later-dated voting instructions via the
Internet or (iv) by attending the meeting and voting in person.

DATE FOR RECEIPT OF SHAREHOLDERS' PROPOSALS FOR THE NEXT ANNUAL
MEETING. It is currently anticipated that each fund's next annual
meeting of shareholders will be held in June 2003. Shareholder
proposals to be included in the proxy statement for that meeting
must be received by your fund before December 18, 2002.
Shareholders who wish to make a proposal at the June 2003 annual
meeting--other than one that will be included in the fund's proxy
materials--should notify the fund no later than March 1, 2003. The
Board Policy and Nominating Committee will also consider nominees
recommended by shareholders of each fund to serve as Trustees,
provided that shareholders submit their recommendations by the
above date. If a shareholder who wishes to present a proposal
fails to notify the fund by this date, the proxies solicited for
the meeting will have discretionary authority to vote on the
shareholder's proposal if it is properly brought before the
meeting. If a shareholder makes a timely notification, the proxies
may still exercise discretionary voting authority under
circumstances consistent with the SEC's proxy rules. Shareholders
who wish to propose one or more nominees for election as Trustees,
or to make a proposal fixing the number of Trustees, at the June
2003 annual meeting must provide written notice to the fund
(including all required information) so that such notice is
received in good order by

the fund no earlier than March 15, 2003 and no later than
April 14, 2003.

ADJOURNMENT. If sufficient votes in favor of any of the proposals
set forth in the Notice of the Meeting are not received by the
time scheduled for the meeting, the persons named as proxies may
propose adjournments of the meeting for a period or periods of not
more than 60 days in the aggregate to permit further solicitation
of proxies with respect to those proposals. Any adjournment will
require the affirmative vote of a majority of the votes cast on
the question in person or by proxy at the session of the meeting
to be adjourned. The persons named as proxies will vote in favor
of adjournment those proxies that they are entitled to vote in
favor of such proposals. They will vote against adjournment those
proxies required to be voted against such proposals. Your fund
pays the costs of any additional solicitation and of any adjourned
session. Any proposals for which sufficient favorable votes have
been received by the time of the meeting may be acted upon and
considered final regardless of whether the meeting is adjourned to
permit additional solicitation with respect to any other proposal.

FINANCIAL INFORMATION. YOUR FUND WILL FURNISH TO YOU UPON REQUEST
AND WITHOUT CHARGE, A COPY OF THE FUND'S ANNUAL REPORT FOR ITS
MOST RECENT FISCAL YEAR, AND A COPY OF ITS SEMIANNUAL REPORT FOR
ANY SUBSEQUENT SEMIANNUAL PERIOD. SUCH REQUESTS MAY BE DIRECTED TO
PUTNAM INVESTOR SERVICES, P.O. BOX 41203, PROVIDENCE, RI
02940-1203 OR 1-800-225-1581.

FUND INFORMATION

PUTNAM INVESTMENTS. Putnam Investment Management, LLC, the fund's
investment manager, is a subsidiary of Putnam Management Trust,
which is in turn owned by Putnam LLC. Putnam LLC is a wholly-owned
subsidiary of Putnam Investments Trust, a holding company that,
except for a minority stake owned by employees, is in turn owned
by Marsh & McLennan Companies, Inc., a leading professional

services firm that includes risk and insurance services,
investment management and consulting businesses. Putnam Fiduciary
Trust Company, the fund's investor servicing agent and custodian
is also a subsidiary of Putnam LLC. The address of Putnam
Investments Trust, Putnam LLC, Putnam Investment Management, LLC
and Putnam Fiduciary Trust Company is One Post Office Square,
Boston, Massachusetts 02109. The address of the executive offices
of Marsh & McLennan Companies, Inc. is 1166 Avenue of the
Americas, New York, New York 10036.

LIMITATION OF TRUSTEE LIABILITY. The Agreement and Declaration of
Trust of each fund provides that the fund will indemnify its
Trustees and officers against liabilities and expenses incurred in
connection with litigation in which they may be involved because
of their offices with the fund, except if it is determined in the
manner specified in the Agreement and Declaration of Trust that
they have not acted in good faith in the reasonable belief that
their actions were in the best interests of the fund or that such
indemnification would relieve any officer or Trustee of any
liability to the fund or its shareholders arising by reason of
willful misfeasance, bad faith, gross negligence or reckless
disregard of his or her duties. Your fund, at its expense,
provides liability insurance for the benefit of its Trustees and
officers.

INDEPENDENT AUDITORS. KPMG LLP, 99 High Street, Boston,
Massachusetts 02110, independent accountants, has been selected by
the Trustees as the independent auditors of your fund for the
current fiscal year. The Audit and Pricing Committee of the Board
of Trustees unanimously approved the selection of KPMG LLP in July
2000 for Putnam Master Intermediate Income Trust and July 1999 for
Putnam Premier Income Trust, and the Trustees unanimously approved
such selection in July 2000 for Putnam Master Intermediate Income
Trust and July 1999 for Putnam Premier Income Trust. Among the
country's preeminent accounting firms, this firm also serves as
the auditor for various other funds in the Putnam family. It was
selected primarily on the basis of its

expertise as auditors of investment companies, the quality of its
audit services and the competitiveness of its fees. A
representative of the independent auditors is expected to be
present at the meeting to make statements and to respond to
appropriate questions.

PricewaterhouseCoopers LLP, independent accountants, has
previously served as the independent auditors of your fund. The
change in audit firms reflects the Trustees' decision to continue
their policy of having two audit firms serve the Putnam funds. In
the past, the two firms were Price Waterhouse LLP and Coopers &
Lybrand LLP. These firms merged in July 1998.
PricewaterhouseCoopers LLP resigned as independent auditors in
July 2000 for Putnam Master Intermediate Income Trust and July
1999 for Putnam Premier Income Trust. It has issued no report on
the financial statements for either of the past two fiscal years
containing an adverse opinion or a disclaimer of opinion, or that
was qualified as to uncertainty, audit scope or accounting
procedure. There were no disagreements between
PricewaterhouseCoopers LLP and your fund on any matter of
accounting principles and practices, financial statement
disclosure or auditing scope or procedure.

The following table sets forth the aggregate fees billed for
professional services rendered by your fund's principal accountant
for the fund's most recent fiscal year:

Audit Fees Financial Information
for all Systems Design and
Audit Fees Putnam Funds Implementation Fees All Other Fees

-----------------------------------------------------------------------------------------
Putnam Master
Intermediate Income
Trust $31,500 $1,092,200 $ 0 $6,000
Putnam Premier
Income Trust $28,400 $1,092,200 $ 0 $6,000

----------------------------------------------------------------------------

The fees disclosed in the table above under the caption "Audit
Fees" are the aggregate fees billed for professional services
rendered for the audit of your fund's annual financial statements
for the most recent fiscal year. The fees disclosed under the
caption "Audit Fees for All Putnam Funds" are the

aggregate fees billed for professional services rendered for the
audits of all Putnam funds for which your fund's independent
accountants served as auditors for each such fund's most recent
fiscal year ending on or before your fund's most recent fiscal
year end. The fees disclosed under the captions "Financial
Information Systems Design and Implementation Fees" and "All Other
Fees" include fees billed for services, if any, rendered for your
fund's most recent fiscal year to your fund, to Putnam Management,
the fund's investment manager, and to any entity controlling,
controlled by or under common control with Putnam Management that
provides services to the fund. The amounts disclosed in "All Other
Fees" are entirely related to providing tax compliance assistance
for the respective fund.

The Audit and Pricing Committee of the Board of Trustees is
responsible for making recommendations to the Trustees as to the
selection of your fund's auditors. (Additional information about
the Audit and Pricing Committee is included under "Election of
Trustees.") The Audit and Pricing Committee has established a
policy, in addition to other practices and requirements relating
to the selection of the fund's auditors, that all non-audit
services proposed to be performed by your fund's principal
accountants for the fund, Putnam Management and certain related
parties be considered and approved by the Audit and Pricing
Committee or by an authorized representative of the committee in
advance of the provision of such services. This pre-clearance
policy calls for the consideration, among other things, of whether
the provision of the proposed services would be compatible with
maintaining the independence of your fund's principal accountants.
The provision of services covered in the table above under
"Financial Information Systems Design and Implementation Fees" and
"All Other Fees" was approved in accordance with such pre-
clearance policy.

The Audit and Pricing Committee of your fund has submitted the
following report:

The Audit and Pricing Committee has reviewed and discussed with
management of your fund the audited financial statements for the
last fiscal year. The Audit and Pricing Committee has discussed
with your fund's independent auditors the matters required to be
discussed by Statements on Auditing Standard No. 61 (SAS 61). SAS
61 requires independent auditors to communicate to the Audit and
Pricing Committee matters including, if applicable: (1) methods
used to account for significant unusual transactions; (2) the
effect of significant accounting policies in controversial or
emerging areas for which there is a lack of authoritative guidance
or consensus; (3) the process used by management in formulating
particularly sensitive accounting estimates and the basis for the
auditor's conclusions regarding the reasonableness of those
estimates and (4) disagreements with management over the
application of accounting principles and certain other matters.
The Audit and Pricing Committee has received the written
disclosures and the letter from your fund's independent
accountants required by the SEC's Independence Standards (among
other things, requiring auditors to make written disclosures to
and discuss with the Audit and Pricing Committee various matters
relating to the auditor's independence), and has discussed with
such accountants the independence of such accountants. Based on
the foregoing review and discussions, the Audit and Pricing
Committee recommends to the Trustees that the audited financial
statements for the last fiscal year be included in your fund's
annual report to shareholders for the last fiscal year.

Paul L. Joskow
Elizabeth T. Kennan
W. Nicholas Thorndike
W. Thomas Stephens (Chairman)

OFFICERS AND OTHER INFORMATION. All of the officers of your fund
are employees of Putnam Management or its affiliates. Because of
their positions with Putnam Management or its affiliates or their
ownership of stock of Marsh & McLennan Companies, Inc., the parent
corporation of Putnam Investments Trust and indirectly of Putnam
Investments, LLC, Putnam Management and Putnam Fiduciary Trust
Company, Messrs. Putnam, Lasser and Smith (nominees for Trustees
of your fund), as well as the officers of your fund, will benefit
from the management fees, custodian fees, and investor servicing
fees paid or allowed by the fund. In addition to George Putnam and
Lawrence J. Lasser, the other officers of each fund are as
follows:

PUTNAM MASTER INTERMEDIATE INCOME TRUST

Business
Name (date of birth) Year first experience
Office with elected to during past
the fund office 5 years

-------------------------------------------------------------------
Charles E. Porter 1989 Managing Director, Putnam
(7/26/38) Investments and Putnam
EXECUTIVE VICE Management
PRESIDENT, TREASURER &
PRINCIPAL FINANCIAL
OFFICER
Patricia C. Flaherty 1993 Senior Vice President,
(12/1/46) Putnam Investments and
SENIOR VICE PRESIDENT Putnam Management
Michael T. Healy (1/24/58) 2000 Managing Director, Putnam
ASSISTANT TREASURER & Investor Services and
PRINCIPAL ACCOUNTING Putnam Investments
OFFICER
Gordon H. Silver (7/3/47) 1990 Senior Managing Director,
VICE PRESIDENT Putnam Investments and
Putnam Management
Ian Ferguson (7/3/57) 1997 Senior Managing Director,
VICE PRESIDENT Putnam Investments and
Putnam Management
Stephen Oristaglio 1998 Senior Managing Director,
(8/21/55) Putnam Management. Prior
VICE PRESIDENT to 1998, Mr. Oristaglio
was a Managing Director at
Swiss Bank Corp.
Brett C. Browchuk 1994 Managing Director of
(2/27/63) Putnam Investments and
VICE PRESIDENT Putnam Management
Kevin Cronin (6/13/61) 2000 Managing Director, Putnam
VICE PRESIDENT Management. Prior to 1997,
Mr. Cronin was a Vice
President and Fund Manager
at MFS Investment
Management
Richard A. Monaghan* 1998 Managing Director, Putnam
(8/25/54) Investments, Putnam
VICE PRESIDENT Management and Putnam
Retail Management
Richard G. Leibovitch 1988 Managing Director, Putnam
(10/31/63) Investments LLC and Putnam
VICE PRESIDENT Management. Prior to 1999,
J.P. Morgan.
John R. Verani (6/11/39) 1988 Senior Vice President,
VICE PRESIDENT Putnam Investments and
Putnam Management

----------------------------------------------------------------------------
*President of Putnam Retail Management.

PUTNAM PREMIER INCOME TRUST

Business
Name (date of birth) Year first experience
Office with elected to during past
the fund office 5 years

-------------------------------------------------------------------
Charles E. Porter 1989 Managing Director, Putnam
(7/26/38) Investments and Putnam
EXECUTIVE VICE Management
PRESIDENT, TREASURER &
PRINCIPAL FINANCIAL
OFFICER
Patricia C. Flaherty 1993 Senior Vice President,
(12/1/46) Putnam Investments and
SENIOR VICE PRESIDENT Putnam Management
Michael T. Healy (1/24/58) 2000 Managing Director, Putnam
ASSISTANT TREASURER & Investor Services and
PRINCIPAL ACCOUNTING Putnam Investments
OFFICER
Gordon H. Silver (7/3/47) 1990 Senior Managing Director,
VICE PRESIDENT Putnam Investments and
Putnam Management
Ian Ferguson (7/3/57) 1997 Senior Managing Director,
VICE PRESIDENT Putnam Investments and
Putnam Management
Stephen Oristaglio 1998 Senior Managing Director,
(8/21/55) Putnam Management. Prior
VICE PRESIDENT to 1998, Mr. Oristaglio
was a Managing Director at
Swiss Bank Corp.
Brett C. Browchuk 1994 Managing Director of
(2/27/63) Putnam Investments and
VICE PRESIDENT Putnam Management
Kevin Cronin (6/13/61) 2000 Managing Director, Putnam
Management. Prior to 1997
Vice President,
Mr. Cronin was a Vice
President and Fund Manager
at MFS Investment
Management
Richard A. Monaghan* 1998 Managing Director, Putnam
(8/25/54) Investments, Putnam
VICE PRESIDENT Management and Putnam
Retail Management
Richard G. Leibovitch 1988 Managing Director, Putnam
(10/31/63) Investments LLC and Putnam
VICE PRESIDENT Management. Prior to 1999,
J.P. Morgan.
John R. Verani (6/11/39) 1988 Senior Vice President,
VICE PRESIDENT Putnam Investments and
Putnam Management

----------------------------------------------------------------------------
*President of Putnam Retail Management.

ASSETS AND SHARES OUTSTANDING OF YOUR FUND AS OF FEBRUARY 28, 2002

PUTNAM MASTER INTERMEDIATE INCOME TRUST

NET ASSETS: $657,392,955
Common shares 100,133,125.805 shares

PUTNAM PREMIER INCOME TRUST

NET ASSETS: $917,592,740
Common shares 140,989,259.187 shares

5% BENEFICIAL OWNERSHIP
Putnam Master Intermediate Income Trust: None

Putnam Premier Income Trust: None

This Page Intentionally Left Blank.

PUTNAMINVESTMENTS
THE PUTNAM FUNDS
ONE POST OFFICE SQUARE
BOSTON, MASSACHUSETTS 02109
TOLL-FREE 1-800-225-1581

81318 6/02

[PUTNAM INVESTMENTS LOGO] [GRAPHIC OF SCALES]

FOR YOUR CONVENIENCE YOU MAY RECORD YOUR VOTING INSTRUCTIONS VIA THE INTERNET OR
BY RETURNING THIS PROXY CARD BY MAIL

YOUR VOTE IS VERY IMPORTANT. IF YOU CHOOSE TO RECORD YOUR VOTING INSTRUCTIONS
VIA THE INTERNET, VISIT THE WEBSITE AT https://vote.proxy-direct.com. PLEASE
REFER TO THE INSTRUCTIONS BELOW.

TO RECORD YOUR VOTING INSTRUCTIONS ON THE INTERNET

1. Read the proxy statement.
2. Go to https://vote.proxy-direct.com
3. Enter the 14-digit control number printed on your proxy card.
CONTROL NUMBER: 999 9999 9999 999
4. Follow the instructions on the site.

IF YOU SUBMIT YOUR VOTING INSTRUCTIONS ON THE INTERNET, DO NOT RETURN YOUR PROXY
CARD.

PLEASE DETACH AT PERFORATION BEFORE MAILING

THIS IS YOUR PROXY CARD

TO VOTE BY MAIL, PLEASE RECORD YOUR VOTING INSTRUCTIONS ON THIS PROXY CARD,
SIGN IT BELOW, AND RETURN IT PROMPTLY IN THE ENVELOPE PROVIDED.
YOUR VOTE IS IMPORTANT.

PLEASE DETACH AT PERFORATION BEFORE MAILING

Proxy for a meeting of shareholders to be held on June 13, 2002, for PUTNAM
MASTER INTERMEDIATE INCOME TRUST.

THIS PROXY IS SOLICITED ON BEHALF OF THE TRUSTEES OF THE FUND.

The undersigned shareholder hereby appoints John A. Hill, Robert E. Patterson
and W. Nicholas Thorndike, and each of them separately, Proxies, with power of
substitution, and hereby authorizes them to represent such shareholder and to
vote, as designated below, at the meeting of shareholders of Putnam Master
Intermediate Income Trust on June 13, 2002 at 11:00 a.m., Boston time, and at
any adjournments thereof, all of the shares of the fund that the undersigned
shareholder would be entitled to vote if personally present.

PLEASE BE SURE TO SIGN AND DATE THIS PROXY.

PLEASE SIGN YOUR NAME EXACTLY AS IT APPEARS ON THIS CARD. If you are a joint
owner, each owner should sign. When signing as executor, administrator,
attorney, trustee, or guardian, or as custodian for a minor, please give your
full title as such. If you are signing for a corporation, please sign the full
corporate name and indicate the signer's office. If you are a partner, sign in
the partnership name.

--------------------------------------------------------------------------------
SHAREHOLDER SIGN HERE DATE

--------------------------------------------------------------------------------
CO-OWNER SIGN HERE DATE

12243_PMI

HAS YOUR ADDRESS CHANGED?
Please use this form to notify us of any change in address or telephone number
or to provide us with your comments. Detach this form from the proxy card and
return it with your signed proxy in the enclosed envelope.

NAME
--------------------------------------------------------------------------------

STREET
--------------------------------------------------------------------------------

CITY STATE ZIP
--------------------------------------------------------------------------------

TELEPHONE
--------------------------------------------------------------------------------

DO YOU HAVE ANY COMMENTS?

--------------------------------------------------------------------------------

PLEASE DETACH AT PERFORATION BEFORE MAILING

DEAR SHAREHOLDER:

Your vote is important. Please help us to eliminate the expense of follow-up
mailings by signing and returning this proxy card or by recording your voting
instructions via the Internet as soon as possible. A postage-paid envelope is
enclosed for your convenience.

THANK YOU!

PLEASE DETACH AT PERFORATION BEFORE MAILING

If you complete and sign the proxy, we'll vote it exactly as you tell us. The
Proxies are authorized to vote in their discretion upon any matters as may
properly come before the meeting or at any adjournments of the meeting. If you
simply sign the proxy, or fail to provide your voting instructions on a
proposal, the Proxies will vote FOR fixing the number of Trustees as set forth
in Proposal 1 and electing all of the nominees.

THE TRUSTEES RECOMMEND A VOTE FOR FIXING THE NUMBER OF TRUSTEES AND ELECTING ALL
OF THE NOMINEES:

PLEASE VOTE BY FILLING IN THE APPROPRIATE BOXES BELOW. FOR WITHHOLD

1. Proposal to fix the number of Trustees and elect all nominees. fixing the number of authority to vote for
Trustees as proposed all nominees
The nominees for Trustees are: J.A. Baxter, C.B. Curtis, J.A. Hill, R.J. and electing
Jackson, P.L. Joskow, E.T. Kennan, L.J. Lasser, J.H. Mullin, III, R.E. all the nominees
Patterson, G. Putnam, III, A.J.C. Smith, W.T. Stephens, and W.N. Thorndike. (EXCEPT AS MARKED
TO THE CONTRARY BELOW)

TO WITHHOLD AUTHORITY TO VOTE FOR ONE OR MORE OF THE NOMINEES, WRITE THE
NAME(S) OF THE NOMINEE(S) BELOW:

-----------------------------------------------------------------------------

NOTE: If you have questions on the proposal, please call 1-800-225-1581.

[PUTNAM INVESTMENTS LOGO] [GRAPHIC OF SCALES]

FOR YOUR CONVENIENCE YOU MAY RECORD YOUR VOTING INSTRUCTIONS VIA THE INTERNET OR
BY RETURNING THIS PROXY CARD BY MAIL

YOUR VOTE IS VERY IMPORTANT. IF YOU CHOOSE TO RECORD YOUR VOTING INSTRUCTIONS
VIA THE INTERNET, VISIT THE WEBSITE AT https://vote.proxy-direct.com. PLEASE
REFER TO THE INSTRUCTIONS BELOW.

TO RECORD YOUR VOTING INSTRUCTIONS ON THE INTERNET

IF YOU SUBMIT YOUR VOTING INSTRUCTIONS ON THE INTERNET, DO NOT RETURN YOUR PROXY
CARD.

PLEASE DETACH AT PERFORATION BEFORE MAILING

THIS IS YOUR PROXY CARD

TO VOTE BY MAIL, PLEASE RECORD YOUR VOTING INSTRUCTIONS ON THIS PROXY CARD,
SIGN IT BELOW, AND RETURN IT PROMPTLY IN THE ENVELOPE PROVIDED.
YOUR VOTE IS IMPORTANT.

PLEASE DETACH AT PERFORATION BEFORE MAILING

Proxy for a meeting of shareholders to be held on June 13, 2002, for PUTNAM
PREMIER INCOME TRUST.

THIS PROXY IS SOLICITED ON BEHALF OF THE TRUSTEES OF THE FUND.

The undersigned shareholder hereby appoints John A. Hill, Robert E. Patterson
and W. Nicholas Thorndike, and each of them separately, Proxies, with power of
substitution, and hereby authorizes them to represent such shareholder and to
vote, as designated below, at the meeting of shareholders of Putnam Premier
Income Trust on June 13, 2002 at 11:00 a.m., Boston time, and at any
adjournments thereof, all of the shares of the fund that the undersigned
shareholder would be entitled to vote if personally present.

PLEASE BE SURE TO SIGN AND DATE THIS PROXY.

--------------------------------------------------------------------------------
SHAREHOLDER SIGN HERE DATE

--------------------------------------------------------------------------------
CO-OWNER SIGN HERE DATE

12243_PMI

HAS YOUR ADDRESS CHANGED?

Please use this form to notify us of any change in address or telephone number
or to provide us with your comments. Detach this form from the proxy card and
return it with your signed proxy in the enclosed envelope.

NAME
--------------------------------------------------------------------------------

STREET
--------------------------------------------------------------------------------

CITY STATE ZIP
--------------------------------------------------------------------------------

TELEPHONE
--------------------------------------------------------------------------------

DO YOU HAVE ANY COMMENTS?

--------------------------------------------------------------------------------

PLEASE DETACH AT PERFORATION BEFORE MAILING

DEAR SHAREHOLDER:

THANK YOU!

PLEASE DETACH AT PERFORATION BEFORE MAILING

THE TRUSTEES RECOMMEND A VOTE FOR FIXING THE NUMBER OF TRUSTEES AND ELECTING ALL
OF THE NOMINEES:

PLEASE VOTE BY FILLING IN THE APPROPRIATE BOXES BELOW. FOR WITHHOLD

TO WITHHOLD AUTHORITY TO VOTE FOR ONE OR MORE OF THE NOMINEES, WRITE THE
NAME(S) OF THE NOMINEE(S) BELOW:

-----------------------------------------------------------------------------

NOTE: If you have questions on the proposal, please call 1-800-225-1581.