Evergreen Asset Management Corp.
2500 Westchester Avenue, Purchase, New York 10577-2555
914-694-2020
March 28, 1995.
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Rule 24f-2 Notice for The Evergreen Total Return Fund
for the Fiscal Year ended January 31, 1995
Registration Statement File No. 2-61391
Investment Company File No. 811-2829
Gentlemen:
This notice is being filed for The Evergreen Total Return Fund (the "Fund")
pursuant to Regulation Sec. 270.24f-2 (the "Regulation") promulgated pursuant to
the Investment Company Act of 1940, as amended, with respect to the four classes
of Shares of Beneficial Interest, designated Class A, Class B, Class C and Class
Y ("Shares of Beneficial Interest") of the Fund issued during the fiscal year
ended January 31, 1995 (formerly March 31) (the "Fiscal Year"). 53,031,596
Shares of Beneficial interest of the Fund which had heen registered under the
Securities Act of 1933 (the "Securities Act") other than pursuant to the
Regulation remained unsold at the beginning of the Fiscal Year.* 2,418,133
Shares of Beneficial Interest were registered under the Securities Act during
the Fiscal Year other than pursuant to the Regulation. During the Fiscal Year,
the Fund received $50,047,271 from the sale of 2,787,596 Shares of Beneficial
Interest and paid out $184,878,529 for the redemption of 10,340,626 Shares of
Beneficial Interest, requiring payment of registration fees in the amount of
$-0-. ** All Shares of Beneficial Interest sold during the Fiscal Year were sold
in reliance upon registration of an indefinite amount of securities under the
Regulation.
Attached to this notice, and made a part hereof, is an opinion of counsel
indicating that the securities, the registration of which the notice makes
definite in number, were legally issued, fully paid and non-assessable.
THE EVERGREEN TOTAL RETURN FUND
By:/s/John J. Pileggi
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John J. Pileggi, President and Treasurer
* These shares were registered pursuant to Rule 24(e)(2) under the
Securities Act at various times between 1988 and 1993.
* * Calculation of Registration Fee:
Aggregate actual sales price of Shares
sold pursuant to the Regulation during the Fiscal Year: $ 50,047,271
Aggregate actual redemption price of
Shares redeemed during the Fiscal Year: (184,878,529)
-------------
Net aggregate proceeds from sales and redemptions of Shares: ($134,831,258)
Fee pursuant to Sec.6(b) of the Securities Act of 1933: x .00034483
-------------
Rcgistration Fee: $0
=============
Enclosures
SHEREFF, FRIEDMAN, HOFFMAN & GOODMAN, LLP
919 Third Avenue
New York, New York 10022
March 23, 1995
The Evergreen Total Return Fund
2500 Westchester Avenue
Purchase, New York 10577
Dear Sirs:
The Evergreen Total Return Fund, a Massachusetts business trust (the
"Fund"), is filing with the Securities and Exchange Commission a Rule 24f-2
notice containing the information specified in paragraph (b)(1) of Rule 24f-2
under the Investment Company Act of 1940 (the "Rule"). We have been advised that
in its Registration Statement on Form N-1A, the Fund filed the declaration
authorized by paragraph (a)(1) of the Rule to the effect that an indefinite
number of shares of beneficial interest of the Fund (the "Shares") were
registered by the Registration Statement. The effect of the Rule 24f-2 Notice,
when accompanied by the filing fee, if any, payable as prescribed by paragraph
(c) of the Rule and by this Opinion, will be to make definite in number the
number of shares of beneficial interest of the Fund sold by the Fund during the
fiscal year ended January 31, 1995 (formerly March 31) in reliance upon the Rule
(the "Rule 24f-2 Shares").
We have, as counsel, participated in various proceedings relating to the
Fund and to the Rule 24f-2 Shares. We have examined copies, either certified or
otherwise proved to our satisfaction to be genuine, of the Fund's Declaration of
Trust, as now in effect, the minutes of meetings of the Trustees of the Fund and
other documents relating to the organization and operation of the Fund. We have
also reviewed the form of the Rule 24f-2 Notice being filed by the Fund. We are
generally familiar with the business affairs of the Fund.
The Fund has advised us that the Rule 24f-2 Shares were sold in the manner
contemplated by the prospectus of the Fund current at the time of sale, and that
the Rule 24f-2 Shares were sold for a consideration not less than the net asset
value thereof as required by the Investment Company Act of 1940 and not less
than the par value thereof.
Based upon the foregoing, it is our opinion that the Rule 24f-2 Shares were
legally issued and are fully paid and non-assessable. However, we note that as
set forth in the Registration Statement, the Fund's shareholders might, under
certain circumstances, be liable for transactions effected by the Fund.
We hereby consent to the filing of this Opinion with the Securities and
Exchange Commission together with the Rule 24f-2 Notice of the Fund, and to the
filing of this Opinion under the securities laws of any state.
We are members of the Bar of the State of New York and do not hold
ourselves out as being conversant with the laws of any jurisdiction other than
those of the United States of America and the State of New York. We note that we
are not licensed to practice law in The Commonwealth of Massachusetts, and to
the extent that any opinion expressed herein involves the law of Massachusetts,
such opinion should be understood to be based solely upon our review of the
documents referred to above, the published statutes of that Commonwealth and,
where applicable, published cases, rules or regulations of regulatory bodies of
that Commonwealth.
Very truly yours,
/s/Shereff, Friedman, Hoffman & Goodman, LLP
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Shereff, Friedman, Hoffman & Goodman, LLP
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