ROPES & GRAY
One International Place
Boston, Massachusetts 02110-2624
(617) 951-7000
July 31, 1995
Putnam Massachusetts Tax Exempt Income Fund II
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 May 31, 1995 of 8,234,898 shares of
beneficial interest (the "Shares") of Putnam Massachusetts Tax
Exempt Income Fund II (the "Fund").
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
Fund 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 Fund
stating that 8,139,768 of the Shares had been recorded as issued
and that the appropriate consideration therefor as provided in
your Bylaws had been received at May 31, 1995, and that 95,130 of
the Shares had been recorded as sold and issued on your books at
May 31, 1995, but that at that date payment had not been received
and was not then due in the ordinary course of business.
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.
<PAGE>
ROPES & GRAY
-2-
Putnam Massachusetts Tax Exempt Income Fund II July 31, 1995
Based upon the foregoing, we are of the opinion that:
1. The Fund 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
95,130 Shares for which payment had not been received at May 31,
1995 and was not then due in the ordinary course of business,
were fully paid and nonassessable by the Fund at May 31, 1995.
The Fund 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 Fund. However, the
Agreement and Declaration of Trust disclaims shareholder
liability for acts or obligations of the Fund and requires that
notice of such disclaimer be given in each agreement, obligation
or instrument entered into or executed by the Fund or its
Trustees. The Agreement and Declaration of Trust provides for
indemnification out of the property of the Fund for all loss and
expense of any shareholder of the Fund held personally liable for
the obligations of the Fund solely by reason of his being or
having been a shareholder of the Fund. Thus, the risk of a
shareholder incurring financial loss on account of shareholder
liability is limited to circumstances in which the Fund itself
would be unable to meet its obligations.
We consent to this opinion accompanying the Notice.
Very truly yours,
Ropes & Gray
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Putnam Massachusetts Tax Exempt Income Fund II
One Post Office Square
Boston, Massachusetts 02109
July 31, 1995
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549-1004
Via EDGAR
RE: Rule 24f-2 Notice for Putnam Massachusetts Tax Exempt Income
Fund II (Reg. No. 33-5416) (the "Fund")
Ladies and Gentlemen:
Pursuant to Rule 24f-2 under the Investment Company Act of
1940, you are hereby notified as follows:
(a) the fiscal year of the Fund for which this notice is
filed is the year ended May 31, 1995.
(b) the number or amount of securities of the same class or
series of the Fund which had been registered under the
Securities Act of 1933 other than pursuant to Rule 24f-2 but
which remained unsold at the beginning of the year was:
NONE.
(c) the number or amount of securities the Fund registered
during such fiscal year other than pursuant to Rule 24f-2
was: NONE.
(d) the number or amount of securities of the Fund sold
during such fiscal year was: 8,234,898 shares.
(e) the number or amount of securities of the Fund sold
during such fiscal year in reliance upon registration
pursuant to Rule 24f-2 was: 8,234,898 shares.*
We are including in this filing, as an exhibit, an opinion
of counsel for the Fund to the effect that the securities, the
registration of which this notice makes definite in number, were
legally issued, fully paid and non-assessable. The amount of the
filing fee required by Rule 24f-2(c) was wired on July 27, 1995,
to the Commission's lockbox at the Mellon Bank, American Bankers'
Association number 043000261, SEC Account Number: 910-8729.<PAGE>
Securities and Exchange Commission
July 31, 1995
Page Two
Very truly yours,
Putnam Massachusetts Tax Exempt Income Fund
II
By: -------------------------
John D. Hughes
Vice President and Treasurer
- -----------------------------------------------------------------
*Calculation of filing fee pursuant to Rule 24f-2(c):
(1) Aggregate sales prices of securities
sold pursuant to Rule 24f-2 during the
fiscal year (see Para. (e) above):
$ 73,647,210
(2) (a) Aggregate redemption or repurchase
price of securities redeemed or
repurchased during fiscal year:
$ 56,803,593
(b) Amount previously applied during
fiscal year:
NONE
(c) Available credit:
$ 56,803,593
(d) Amount of available credit applied
in this notice:
$ 56,803,593
- -----------------
(3) Securities deemed sold for filing fee
calculation:
$ 16,843,617
(4) Filing fee due: (1/29 of 1% of #3):
$ 5,808.15
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