Putnam Funds Trust June 7, 2000
June 7, 2000
Putnam Funds Trust
One Post Office Square
Boston, MA 02109
Ladies and Gentlemen:
We are furnishing this opinion in connection with the Registration
Statement on Form N-1A (the "Registration Statement") filed under the
Securities Act of 1933, as amended, by Putnam Funds Trust (the "Trust") for
the registration of an indefinite number of its shares of beneficial
interest (the "Shares"). The Shares are proposed to be sold pursuant to a
Distributor's Contract dated June 7, 1996 (the "Distributor's Contract")
between the Trust and Putnam Retail Management, Inc. (formerly Putnam
Mutual Funds Corp.)
We have acted as counsel for the Trust since its organization. We are
familiar with the action taken by its Trustees to authorize this issuance
of the Shares. We have examined its records of Trustee and shareholder
action, its Bylaws, and its Agreement and Declaration of Trust on file at
the office of the Secretary of State of The Commonwealth of Massachusetts.
We have examined copies of such Registration Statement, in the form filed
with the Securities and Exchange Commission, and such other documents as we
deem necessary for the purpose of this opinion.
We assume that upon sale of the Shares the Trust will receive the net
asset value thereof.
We are of the opinion that the Shares are currently divided into eleven
(11) separate portfolio series; that the Trust is authorized to issue an
unlimited number of Shares of each of the series listed on Exhibit A
hereto; and that when the Shares are issued and sold pursuant to the
Distributor's Contract, they will be validly issued, fully paid and
nonassessable by the Trust.
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 by given in each agreement, obligation, or
instrument entered into or executed by the Trust or the Trustees. The
Agreement and Declaration of Trust provides for allocation of the assets
and liabilities of the Trust among its portfolio series, and further
provides for indemnification out of the property of a portfolio series for
all loss and expense of any shareholder of the portfolio series held
personally liable solely by reason of his being or having been a
shareholder. Thus, the risk of a shareholder's incurring financial loss on
account of shareholder liability is limited to circumstances in which the
portfolio series itself would be unable to meet its obligations.
We consent to the filing of this opinion as an exhibit to such
Registration Statement.
Very truly yours,
/s/ Ropes & Gray
Ropes & Gray
Exhibit A
Series of Putnam Funds Trust:
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Putnam Growth Fund
Putnam U.S. Core Fund
Putnam Value Fund
Putnam Equity Fund 98
Putnam New Century Growth Fund (formerly Putnam Investment Fund 98)
Putnam International Growth and Income Fund
Putnam Asia Pacific Fund II
Putnam Latin America Fund
Putnam High Yield Trust II
Putnam International Fund 2000
Putnam Technology Fund
