Putnam Asset Allocation Funds
One Post Office Square
Boston, Massachusetts 02109
November 29, 1994
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549-1004
Via EDGAR
RE: Rule 24f-2 Notice for Putnam Asset Allocation Funds (the
"Trust"): Growth Portfolio, Balanced Portfolio and
Conservative Portfolio (Reg. No. 33-51017) (the "Funds")
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 Trust for which this notice
is filed is the year ended September 30, 1994.
(b) the number or amount of securities of the Trust
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 of the Trust
registered during such fiscal year other than pursuant to
Rule 24f-2 was: NONE.
(d) the number or amount of securities of the Trust
sold during such fiscal year was: 45,550,664 shares.
(e) the number or amount of securities of the Trust
sold during such fiscal year in reliance upon registration
pursuant to Rule 24f-2 was: 45,550,664 shares.*
We are including in this filing, as an exhibit, an opinion
of counsel for the Trust 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 November 25,
1994, to the Commission's lockbox at the Mellon Bank, American
Bankers' Association number 043000261, SEC Account Number: 910-
8729.
<PAGE>
Securities and Exchange Commission
November 29, 1994
Page Two
Very truly yours,
Putnam Asset Allocation Funds -
Growth Portfolio, Balanced
Portfolio and Conservative
Portfolio
By: -------------------------
John D. Hughes
Vice President and Treasurer
- -----------------------------------------------------------------
*Calculation of filing fee pursuant to Rule 24f-2(c):
(1) Aggregate sales price of securities
sold pursuant to Rule 24f-2 during
the fiscal year (see Para. (e) above):
$ 378,458,237
(2) (a) Aggregate redemption or repurchase
price of securities redeemed or
repurchased during fiscal year:
$ 17,966,491
(b) Amount previously applied
during fiscal year:
NONE
(c) Available credit:
$ 17,966,491
(d) Amount of available credit
applied in this notice:
$ 17,966,491
- --------------
(3) Securities deemed sold for filing
fee calculation:
$ 360,491,746
4) Filing fee due: (1/29 of 1% of #3):
$ 124,308.37
S:\SHARED\FUNDS\NEW\B1124FNO.1
ROPES & GRAY
ONE INTERNATIONAL PLACE
BOSTON, MASSACHUSETTS 02110-2624
(617) 951-7000
November 29, 1994
Putnam Asset Allocation Funds (the "Trust")
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 September 30, 1994 of 45,550,664
shares of beneficial interest (the "Shares") of Putnam Asset
Allocation Funds: Growth Portfolio, Balanced Portfolio and
Conservative Portfolio (the "Funds").
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 Trust 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 45,132,574 of the Shares had been recorded as issued
and that the appropriate consideration therefor as provided in
your Bylaws had been received at September 30, 1994, and that
418,090 of the Shares had been recorded as sold and issued on
your books at September 30, 1994, 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.
ROPES & GRAY
-2-
Putnam Asset Allocation Funds November 29, 1994
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
418,090 Shares for which payment had not been received at
September 30, 1994 and was not then due in the ordinary course of
business, were fully paid and nonassessable by the Trust at
September 30, 1994.
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
allocation of the assets and liabilities of the Trust among its
portfolio series, and further provides indemnification out of the
property of a portfolio series for all loss and expense of any
shareholder of such portfolio series held personally liable for
the obligations of the Trust solely by reason of his being or
having been a shareholder. Thus, the risk of a shareholder
incurring financial loss on account of shareholder liability is
limited to circumstances in which the assets of the relevant
portfolio series would be insufficient to meet any such
obligations.
We consent to this opinion accompanying the Notice.
Very truly yours,
Ropes & Gray
