U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 24F-2
Annual Notice of Securities Sold
Pursuant to Rule 24f-2
1. Name and address of issuer:
Putnam Funds Trust
One Post Office Square
Boston, Massachusetts 02109
2. Name of each series or class of funds for which this
notice is filed:
Putnam International Growth & Income Fund Class A, B
and M shares Putnam High Yield Total Return Fund
Class A, B and M shares
3. Investment Company Act File Number: 811-07513
Securities Act File Number: 33-3315
4. Last day of fiscal year for which this notice is
filed: June 30, 1997
5. Check box if this notice is being filed more than
180 days after the close of the issuer's fiscal year
for the purposes of reporting securities sold after
the close of the fiscal year but before termination
of the issuer's 24f-2 declaration:
[ ]
6. Date of termination of issuer's declaration under
Rule 24f-2(a)(1), if applicable (see Instruction
A.6):
7. Number and amount of securities of the same class or
series which have been registered under the
Securities Act of 1933 other than pursuant to Rule
24f-2 in a prior fiscal year, but which remained
unsold at the beginning of the fiscal year:
Putnam International Growth & Income Fund: None
Putnam High Yield Total Return Fund: None
8. Number and amount of securities registered during
the fiscal year other than pursuant to Rule 24f-2:
Putnam International Growth & Income Fund:
None
Putnam High Yield Total Return Fund:
None
9. Number and aggregate sale price of securities sold
during the fiscal year:
Putnam International Growth & Income Fund:
39,825,367 shares; $388,355,541
Putnam High Yield Total Return Fund;
2,818,240 shares; $ 24,154,391
10. Number and aggregate sale price of securities sold
during the fiscal year in reliance upon registration
pursuant to Rule 24f-2:
Putnam International Growth & Income Fund:
39,825,367 shares; $388,355,541
Putnam High Yield Total Return Fund:
2,818,240 shares; $ 24,154,391
11. Number and aggregate sale price of securities issued
during the fiscal year in connection with dividend
reinvestment plans, if applicable (see Instruction
B.7):
Putnam International Growth & Income Fund:
45,486 shares; $449,909
Putnam High Yield Total Return Fund:
25,260 shares; $215,160
12. Calculation of registration fee for Putnam
International Growth & Income Fund:
(i) Aggregate sale price of securities sold
during the fiscal year in reliance on Rule 24f-2 $388,355,541
(from Item 10):
(ii) Aggregate price of shares issued in
connection with dividend reinvestment plans $449,909
(from Item 11, if applicable):
(iii)Aggregate price of shares redeemed or
repurchased during the fiscal year (if $76,863,054
applicable):
(iv) Aggregate price of shares redeemed or
repurchased and previously applied as a NONE
reduction to filing fees pursuant to Rule 24e-2
(if applicable):
(v) Net aggregate price of securites sold and
issued during the fiscal year in reliance on $311,942,396
Rule 24f-2 [line (i), plus line (ii), less line
(iii), plus line (iv)] (if applicable):
(vi) Multiplier prescribed by Section 6(b) of
the Securities Act of 1933 or other applicable 1/33rd of 1%
law or regulation (see Instruction C.6):
(vii)Fee due [line (i) or line (v) multiplied by
line (vi)]: $94,528.00
13. Check box if fees are being remitted to the
Commission's lockbox depository as described in
section 3a of the Commission's Rules of Informal and
Other Procedures
(17 CFR 202.3a).
[ X ]
Date of mailing or wire transfer of filing fees to the
Commission's lockbox depository: August 28, 1997
12. Calculation of registration fee for Putnam High
Yield Total Return Fund:
(i) Aggregate sale price of securities sold
during the fiscal year in reliance on Rule 24f-2 $24,154,391
(from Item 10):
(ii) Aggregate price of shares issued in
connection with dividend reinvestment plans $215,160
(from Item 11, if applicable):
(iii)Aggregate price of shares redeemed or
repurchased during the fiscal year (if $2,904,698
applicable):
(iv) Aggregate price of shares redeemed or
repurchased and previously applied as a NONE
reduction to filing fees pursuant to Rule 24e-2
(if applicable):
(v) Net aggregate price of securites sold and
issued during the fiscal year in reliance on $21,464,853
Rule 24f-2 [line (i), plus line (ii), less line
(iii), plus line (iv)] (if applicable):
(vi) Multiplier prescribed by Section 6(b) of
the Securities Act of 1933 or other applicable 1/33rd of 1%
law or regulation (see Instruction C.6):
(vii)Fee due [line (i) or line (v) multiplied by $6,504.50
line (vi)]:
13. Check box if fees are being remitted to the
Commission's lockbox depository as described in
section 3a of the Commission's Rules of Informal and
Other Procedures
(17 CFR 202.3a).
[ X ]
Date of mailing or wire transfer of filing fees to the
Commission's lockbox depository: August 28, 1997
SIGNATURES
This report has been signed below by the following person on
behalf of the issuer and in the capacity and on the date
indicated.
By (Signature and Title)
/s/ John D. Hughes
____________________________
John D. Hughes
Senior Vice President
and Treasurer
Date: August 28, 1997
ROPES & GRAY
ONE INTERNATIONAL PLACE
BOSTON, MASSACHUSETTS 02110-2624
(617) 951-7000
August 19, 1997
Putnam International Growth & Income Fund
One Post Office Square
Boston, Massachusetts 02109
Ladies and Gentlemen:
We are furnishing this opinion in connection with the sale
during the fiscal year ended June 30, 1997 of 39,825,367 shares
of beneficial interest (the "Shares") of Putnam International
Growth & Income Fund (the "Fund"), one of your portfolio series.
We understand that on your books you record as sold Shares
for which orders have been accepted notwithstanding that on the
date of acceptance such Shares may not have been paid for, and
that for purposes of compliance with Rule 24f-2 (the "Rule")
under the Investment Company Act of 1940, as amended, you regard
such Shares as having been sold.
We have examined copies of (i) your Agreement and
Declaration of Trust as on file at the office of the Secretary of
State of The Commonwealth of Massachusetts, which provides for an
unlimited number of authorized shares of beneficial interest, and
(ii) your Bylaws, which provide for the issue and sale by the
Trust of such Shares. We have also examined (i) a copy of the
notice (the "Notice") to be filed pursuant to the Rule by you
with the Securities and Exchange Commission relating to your
registration of an indefinite number of shares of beneficial
interest of the Fund pursuant to the Securities Act of 1933, as
amended, and making definite registration of the Shares pursuant
to the Rule, and (ii) a certificate of the Treasurer of the Trust
stating that 39,491,057 of the Shares had been recorded as issued
and that the appropriate consideration therefor as provided in
your Bylaws had been received at June 30, 1997 and that 334,310
of the Shares had been recorded as sold and issued on your books
at June 30, 1997 but that at that date payment had not been
received and was not then due in the ordinary course of business.
ROPES & GRAY
August 19, 1997
page 2
We assume that appropriate action has been taken to register
or qualify the sale of the Shares under any applicable state and
federal laws regulating offerings and sales of securities, and
that the Notice will be timely filed with the Securities and
Exchange Commission.
Based upon the foregoing, we are of the opinion that:
1. The Trust is a legally organized and validly existing
voluntary association with transferable shares of beneficial
interest under the laws of The Commonwealth of Massachusetts and
is authorized to issue an unlimited number of shares of
beneficial interest.
2. The Shares were validly issued and, except for the
334,310 Shares for which payment had not been received at June
30, 1997 and was not then due in the ordinary course of business,
were fully paid and nonassessable by the Trust at June 30, 1997.
The Trust is an entity of the type commonly known as a
"Massachusetts business trust". Under Massachusetts law,
shareholders could, under certain circumstances, be held
personally liable for the obligations of the Trust. However, the
Agreement and Declaration of Trust disclaims shareholder
liability for acts or obligations of the Trust and requires that
notice of such disclaimer be given in each agreement, obligation
or instrument entered into or executed by the Trust or its
Trustees. The Agreement and Declaration of Trust provides for
indemnification out of the property of a portfolio series of the
Trust, including the Fund, for all loss and expense of any
shareholder of such portfolio series held personally liable for
the obligations of such portfolio series solely by reason of his
being or having been a shareholder of such portfolio series.
Thus, the risk of a shareholder of the Fund incurring financial
loss on account of shareholder liability is limited to
circumstances in which the assets of the Fund would be
insufficient to meet any such obligations.
We consent to this opinion accompanying the Notice.
Very truly yours,
/s/ Ropes & Gray
Ropes & Gray
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