Evergreen Asset Management Corp.
2500 Westchester Avenue
Purchase, New York 10577
November 29, 1995
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Rule 24f-2 Notice of
EVERGREEN LIMITED MARKET FUND for its fiscal year ended September 30, 1995
Registration No. 2-81494; Investment Company File No.811-3653
Gentlemen:
In accordance with the provisions of Rule 24f-2, the Evergreen Limited
Market Fund, Inc. ("Limited Market") hereby files its Rule 24f-2 Notice for the
fiscal year ending September 30, 1995 ("Fiscal Year").
No shares of Common Stock of Limited Market that had previously been
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.
No Shares of Common Stock were registered under the Securities Act during the
Fiscal Year other than pursuant to the Regulation.
During the Fiscal Year, shares of Common Stock of Limited Market having an
aggregate offering price of $45,004,268 were sold and shares of beneficial
interest of Limited Market having an aggregate value of $62,443,458 were
redeemed. Shares of Common Stock of Limited Market having an aggregate offering
price of $45,004,268 were sold during the Fiscal Year in reliance upon the
registration of an indefinite amount of securities under Rule 24f-2 ("24f-2
Declaration").
Attached to this Rule 24f-2 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.
In accordance with subsection (c) of Rule 24f-2, no registration fee is due
on behalf of Limited Market. The fee computation is based upon the actual
aggregate sale price for which such securities were sold during the Fiscal Year
by the Fund, reduced by the difference between:
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Securities and Exchange Commission November 29, 1995.
(1) The actual aggregate redemption price of the shares of Limited
Market redeemed during the Fiscal Year, and
(2) The actual aggregate redemption price of such redeemed shares
previously applied by Limited Market pursuant to Rule 24e-2(a) in filings
made pursuant to Section 24(e)(1) of the Investment Company Act of 1940.
Aggregate Sale Price for
Shares Sold During
Fiscal Year in Reliance
upon the 24f-2 Declaration $45,004,268
Reduced by the
Difference Between:
(1) Aggregate Redemption
Price of Shares Redeemed
During the Fiscal Year $62,443,458
and
(2) Aggregate Redemption
Price of Redeemed Shares
Previously Applied by Fund
Pursuant to Rule 24e-2(a)
Filings Made Pursuant to
Section 24(e)(1) of Invest-
ment Company Act of 1940 $ 0
Equals $62,443,458
Net aggregate proceeds
from sales and re-
demptions of Shares: ($17,439,190)
Fee pursuant to Sec.6(b) of
the Securities Act of 1933 /2900
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$0
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Any questions regarding the matter should be addressed to Joseph J.
McBrien, Esquire at the above address.
Very truly yours,
EVERGREEN LIMITED MARKET FUND, INC.
By:/s/ John J. Pileggi
-------------------------
John J. Pileggi
President and Treasurer
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JAMES P. WALLIN, ESQ.
2500 WESTCHESTER AVENUE
Purchase, New York 10577
November 29, 1995
Evergreen Limited Market Fund, Inc.
2500 Westchester Avenue
Purchase, New York 10577
Dear Sirs:
Evergreen Limited Market Fund, Inc., a Maryland corporation (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"). I 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
August 31, 1995 (the "Rule 24f-2 Shares").
I have, as counsel, participated in various proceedings relating to the
Fund and to the Rule 24f-2 Shares. I have examined copies, either certified or
otherwise proved to my 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. I have
also reviewed the form of the Rule 24f-2 Notice being filed by the Fund. I am
generally familiar with the business affairs of the Fund.
The Fund has advised me 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 my opinion that the Rule 24f-2 Shares were
legally issued and are fully paid and non-assessable. However, I 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.
I 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.
I am a member of the Bar of the State of New York and do not hold myself
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. I note that I am not
licensed to practice law in The State of Maryland, and to the extent that any
opinion expressed herein involves the law of Maryland, such opinion should be
understood to be based solely upon my review of the documents referred to above,
the published statutes of that State and, where applicable, published cases,
rules or regulations of regulatory bodies of that State.
Very truly yours,
/s/James P. Wallin
---------------------
James P. Wallin
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