ROPES & GRAY
ONE INTERNATIONAL PLACE
BOSTON, MA 02110-2624
(617) 951-7000
FAX: (617) 951-7050
December 1, 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
thirteen (13) 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:
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
Putnam Equity Fund 2000
Putnam International Core Fund
