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 Investment Funds
One Post Office Square
Boston, Massachusetts 02109
2. Name of each series or class of funds for which this
notice is filed:
Putnam Emerging Markets Fund - Class A shares
Putnam International Fund - Class A shares
Putnam International Voyager Fund - Class A shares
Putnam Japan Fund - Class A shares
Putnam New Value Fund - Class A, B and M shares
Putnam Real Estate Opportunities Fund - Class A shares
3. Investment Company Act File Number: 811-7237
Securities Act File Number: 33-56339
4. Last day of fiscal year for which this notice is filed:
August 31, 1996
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 Emerging Markets Fund NONE
Putnam International Fund NONE
Putnam International Voyager Fund NONE
Putnam Japan Fund NONE
Putnam New Value Fund NONE
Putnam Real Estate Opportunities Fund NONE
8. Number and amount of securities registered during the
fiscal year other than pursuant to Rule 24f-2:
Putnam Emerging Markets Fund NONE
Putnam International Fund NONE
Putnam International Voyager Fund NONE
Putnam Japan Fund NONE
Putnam New Value Fund NONE
Putnam Real Estate Opportunities Fund NONE
9. Number and aggregate sale price of securities sold during
the fiscal year:
Putnam Emerging Markets
Fund 52,471 shares; $509,968
Putnam International Fund14,177 shares; $121,749
Putnam International
Voyager Fund 21,574 shares; $194,865
Putnam Japan Fund 232,144 shares; $1,985,263
Putnam New Value Fund 18,186,537 shares; $209,650,718
Putnam Real Estate
Opportunities Fund 3,279 shares; $33,628
10. Number and aggregate sale price of securities sold during
the fiscal year in reliance upon registration pursuant to
Rule 24f-2:
Putnam Emerging Markets
Fund 52,471 shares; $509,968
Putnam International Fund14,177 shares; $121,749
Putnam International
Voyager Fund 21,574 shares; $194,865
Putnam Japan Fund 232,144 shares; $1,985,263
Putnam New Value Fund 18,186,537 shares; $209,650,718
Putnam Real Estate
Opportunities Fund 3,279 shares; $33,628
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 Emerging Markets
Fund NONE
Putnam International Fund NONE
Putnam International
Voyager Fund NONE
Putnam Japan Fund NONE
Putnam New Value Fund 24,155 shares; $244,691
Putnam Real Estate
Opportunities Fund 12,125 shares; $113,370
12a. Calculation of registration fee for Putnam Emerging
Markets Fund:
(i)Aggregate sale price of securities sold
during the fiscal year in reliance on Rule 24f-2 $509,968
(from Item 10):
(ii) Aggregate price of shares issued in 0
connection with dividend reinvestment plans
(from Item 11, if applicable):
(iii)Aggregate price of shares redeemed or 33,397
repurchased during the fiscal year (if
applicable):
(iv) Aggregate price of shares redeemed or NONE
repurchased and previously applied as a
reduction to filing fees pursuant to Rule 24e-2
(if applicable):
(v) Net aggregate price of securites sold and $476,571
issued during the fiscal year in reliance on
Rule 24f-2 [line (i), plus line (ii), less line
(iii), plus line (iv)] (if applicable):
(vi) Multiplier prescribed by Section 6(b) of 1/33rd of 1%
the Securities Act of 1933 or other applicable
law or regulation (see Instruction C.6):
(vii)Fee due [line (i) or line (v) multiplied
by line (vi)]: $144.42
12b. Calculation of registration fee for Putnam International
Fund:
(i)Aggregate sale price of securities sold
during the fiscal year in reliance on Rule 24f-2 $121,749
(from Item 10):
(ii) Aggregate price of shares issued in 0
connection with dividend reinvestment plans
(from Item 11, if applicable):
(iii)Aggregate price of shares redeemed or $5,841
repurchased during the fiscal year (if
applicable):
(iv) Aggregate price of shares redeemed or NONE
repurchased and previously applied as a
reduction to filing fees pursuant to Rule 24e-2
(if applicable):
(v) Net aggregate price of securites sold and $115,908
issued during the fiscal year in reliance on
Rule 24f-2 [line (i), plus line (ii), less line
(iii), plus line (iv)] (if applicable):
(vi) Multiplier prescribed by Section 6(b) of 1/33rd of 1%
the Securities Act of 1933 or other applicable
law or regulation (see Instruction C.6):
(vii)Fee due [line (i) or line (v) multiplied by $35.13
line (vi)]:
12c. Calculation of registration fee for Putnam International
Voyager Fund:
(i)Aggregate sale price of securities sold
during the fiscal year in reliance on Rule 24f-2 $194,865
(from Item 10):
(ii) Aggregate price of shares issued in 0
connection with dividend reinvestment plans
(from Item 11, if applicable):
(iii)Aggregate price of shares redeemed or $3,555
repurchased during the fiscal year (if
applicable):
(iv) Aggregate price of shares redeemed or NONE
repurchased and previously applied as a
reduction to filing fees pursuant to Rule 24e-2
(if applicable):
(v) Net aggregate price of securites sold and $191,310
issued during the fiscal year in reliance on
Rule 24f-2 [line (i), plus line (ii), less line
(iii), plus line (iv)] (if applicable):
(vi) Multiplier prescribed by Section 6(b) of 1/33rd of 1%
the Securities Act of 1933 or other applicable
law or regulation (see Instruction C.6):
(vii)Fee due [line (i) or line (v) multiplied by $57.98
line (vi)]:
12d. Calculation of registration fee for Putnam Japan Fund:
(i)Aggregate sale price of securities sold
during the fiscal year in reliance on Rule 24f-2 $1,985,263
(from Item 10):
(ii) Aggregate price of shares issued in 0
connection with dividend reinvestment plans
(from Item 11, if applicable):
(iii)Aggregate price of shares redeemed or $1,766,955
repurchased during the fiscal year (if
applicable):
(iv) Aggregate price of shares redeemed or NONE
repurchased and previously applied as a
reduction to filing fees pursuant to Rule 24e-2
(if applicable):
(v) Net aggregate price of securites sold and $218,308
issued during the fiscal year in reliance on
Rule 24f-2 [line (i), plus line (ii), less line
(iii), plus line (iv)] (if applicable):
(vi) Multiplier prescribed by Section 6(b) of 1/33rd of 1%
the Securities Act of 1933 or other applicable
law or regulation (see Instruction C.6):
(vii)Fee due [line (i) or line (v) multiplied by $66.16
line (vi)]:
12e. Calculation of registration fee for Putnam New Value
Fund:
(i)Aggregate sale price of securities sold
during the fiscal year in reliance on Rule 24f-2 $209,650,718
(from Item 10):
(ii) Aggregate price of shares issued in $244,691
connection with dividend reinvestment plans
(from Item 11, if applicable):
(iii)Aggregate price of shares redeemed or $8,830,547
repurchased during the fiscal year (if
applicable):
(iv) Aggregate price of shares redeemed or NONE
repurchased and previously applied as a
reduction to filing fees pursuant to Rule 24e-2
(if applicable):
(v) Net aggregate price of securites sold and $201,064,862
issued during the fiscal year in reliance on
Rule 24f-2 [line (i), plus line (ii), less line
(iii), plus line (iv)] (if applicable):
(vi) Multiplier prescribed by Section 6(b) of 1/33rd of 1%
the Securities Act of 1933 or other applicable
law or regulation (see Instruction C.6):
(vii)Fee due [line (i) or line (v) multiplied by $60,928.75
line (vi)]:
12f. Calculation of registration fee for Putnam Real Estate
Opportunities Fund:
(i)Aggregate sale price of securities sold
during the fiscal year in reliance on Rule 24f-2 $33,628
(from Item 10):
(ii) Aggregate price of shares issued in $113,370
connection with dividend reinvestment plans
(from Item 11, if applicable):
(iii)Aggregate price of shares redeemed or $7,604
repurchased during the fiscal year (if
applicable):
(iv) Aggregate price of shares redeemed or NONE
repurchased and previously applied as a
reduction to filing fees pursuant to Rule 24e-2
(if applicable):
(v) Net aggregate price of securites sold and $139,394
issued during the fiscal year in reliance on
Rule 24f-2 [line (i), plus line (ii), less line
(iii), plus line (iv)] (if applicable):
(vi) Multiplier prescribed by Section 6(b) of 1/33rd of 1%
the Securities Act of 1933 or other applicable
law or regulation (see Instruction C.6):
(vii)Fee due [line (i) or line (v) multiplied by $42.25
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: October 28, 1996
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: October 29, 1996
s:\funds\new\ivfnot.doc
ROPES & GRAY
ONE INTERNATIONAL PLACE
BOSTON, MASSACHUSETTS 02110-2624
(617) 951-7000
October 29, 1996
Putnam Investment 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 August 31, 1996 of 52,471 shares of
beneficial interest (the "Shares") of Putnam Emerging Markets
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 all of the Shares had been recorded as issued and
that the appropriate consideration therefor as provided in your
Bylaws had been received at August 31, 1996.
ROPES & GRAY
October 29, 1996
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, fully paid and
nonassessable by the Trust at August 31, 1996.
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
s:\funds\new\D03opin.doc
ROPES & GRAY
ONE INTERNATIONAL PLACE
BOSTON, MASSACHUSETTS 02110-2624
(617) 951-7000
October 29, 1996
Putnam Investment 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 August 31, 1996 of 14,177 shares of
beneficial interest (the "Shares") of Putnam International 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 all of the Shares had been recorded as issued and
that the appropriate consideration therefor as provided in your
Bylaws had been received at August 31, 1996.
ROPES & GRAY
October 29, 1996
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, fully paid and
nonassessable by the Trust at August 31, 1996.
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
s:\funds\new\D02opin.doc
ROPES & GRAY
ONE INTERNATIONAL PLACE
BOSTON, MASSACHUSETTS 02110-2624
(617) 951-7000
October 29, 1996
Putnam Investment 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 August 31, 1996 of 21,574 shares of
beneficial interest (the "Shares") of Putnam International
Voyager 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 all of the Shares had been recorded as issued and
that the appropriate consideration therefor as provided in your
Bylaws had been received at August 31, 1996.
ROPES & GRAY
October 29, 1996
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, fully paid and
nonassessable by the Trust at August 31, 1996.
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
s:\funds\new\D04opin.doc
ROPES & GRAY
ONE INTERNATIONAL PLACE
BOSTON, MASSACHUSETTS 02110-2624
(617) 951-7000
October 29, 1996
Putnam Investment 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 August 31, 1996 of 232,144 shares of
beneficial interest (the "Shares") of Putnam Japan 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 all of the Shares had been recorded as issued and
that the appropriate consideration therefor as provided in your
Bylaws had been received at August 31, 1996.
ROPES & GRAY
October 29, 1996
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, fully paid and
nonassessable by the Trust at August 31, 1996.
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
s:\funds\new\D01opin.doc
ROPES & GRAY
ONE INTERNATIONAL PLACE
BOSTON, MASSACHUSETTS 02110-2624
(617) 951-7000
October 29, 1996
Putnam Investment 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 August 31, 1996 of 18,186,537 shares
of beneficial interest (the "Shares") of Putnam New Value 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 17,994,724 of the Shares had been recorded as issued
and that the appropriate consideration therefor as provided in
your Bylaws had been received at August 31, 1996, and that
191,813 of the Shares had been recorded as sold and issued on
your books at August 31, 1996, but that at that date payment had
not been received and was not then due in the ordinary course of
business.
ROPES & GRAY
October 29, 1996
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
191,813 Shares for which payment had not been received at August
31, 1996 and was not then due in the ordinary course of business,
were fully paid and nonassessable by the Trust at August 31,
1996.
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
s:\funds\new\b48opin.doc
ROPES & GRAY
ONE INTERNATIONAL PLACE
BOSTON, MASSACHUSETTS 02110-2624
(617) 951-7000
October 29, 1996
Putnam Investment 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 August 31, 1996 of 3,279 shares of
beneficial interest (the "Shares") of Putnam Real Estate
Opportunities 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 all of the Shares had been recorded as issued and
that the appropriate consideration therefor as provided in your
Bylaws had been received at August 31, 1996.
ROPES & GRAY
October 29, 1996
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, fully paid and
nonassessable by the Trust at August 31, 1996.
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
s:\funds\new\B51opin.doc
