Registration No.2-81494
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM N-1A
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933 /x/
Pre-Effective Amendment No. / /
Post-Effective Amendment No. 17 /x/
and/or
REGISTRATION STATEMENT UNDER
THE INVESTMENT COMPANY ACT OF 1940 /x/
Amendment No. 17 /x/
(Check appropriate box or boxes)
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THE EVERGREEN LIMITED MARKET FUND
(Exact name of registrant as specified in charter)
2500 Westchester Avenue
Purchase, N.Y. 10577
(Address of Principal Executive Offices)
(Registrant's Telephone Number, Including Area Code (914) 694-2020)
James P. Wallin, Esq.
Evergreen Asset Management Corp.
2500 Westchester Avenue, Purchase, N.Y. 10577
(Name and address of Agent for Service)
It is proposed that this filing will become effective (check appropriate box)
/x/ Immediately upon filing pursuant to paragraph (b) or
/ / on (date) pursuant to paragraph (b) or
/ / 60 days after filing pursuant to paragraph (a)(i) or
/ / on (date) pursuant to paragraph (a)(i) or
/ / 75 days after filing pursuant to paragraph (a)(ii) or
/ / on (date) pursuant to paragraph (a)(ii) of Rule 485
If appropriate, check the following box:
/ / This post-effective amendment designates a new effective date for a
previously filed post-effective amendment
/ / 60 days after filing pursuant to paragraph (a)(i)
/ / on (date) pursuant to paragraph (a)(i)
Registrant has registered an indefinite number of shares under the Securities
Act of 1933 pursuant to Rule 24f-2 under the Investment Company Act of 1940.
Registrant's Rule 24f-2 notice for its fiscal year ended September 30, 1996
was filed on or about November 27, 1996.
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This Post-Effective Amendment is being filed soley for the purpose of
registering additional shares of Registrant. Accordingly, only the facing page,
signature page and opinion of counsel are included in this filing.
THE EVERGREEN LIMITED MARKET FUND, INC.
CALCULATION OF REGISTRATION FEE UNDER THE SECURITRIES ACT OF 1933
Proposed
Title of Maximum Proposed
Securities Amount Offering Maximum Amount of
Being Being Price Per Aggregate Registration
Registered Registered Share Offering Price* Fee
Shares of
Common Stock
THE EVERGREEN
LIMITED MARKET
FUND, INC. 1,153,822 $19.03 $330,000 $100.00
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* The calculation of the maximum aggregate offering price was made pursuant to
Rule 24e-2 under the Investment Company Act of 1940, and was based upon an
offering price of $19.03 per share for THE EVERGREEN LIMITED MARKET FUND, INC.
The offering price per share has been calculated pursuant to Rule 457(c) under
the Securities Act of 1933 and is equal to the average net asset value per share
of all classes of the THE EVERGREEN LIMITED MARKET FUND, INC. on March 5, 1997.
The total amount of securities redeemed by the Registrant with respect to THE
EVERGREEN LIMITED MARKET FUND, INC. during the fiscal year ended September 30,
1996 was $30,085,341. Of this number, no shares have been used for reduction
pursuant to paragraph (a) of Rule 24e-2 in previous filings of post-effective
amendments during the current year, and shares with a value of $8,458,110 on
behalf of THE EVERGREEN LIMITED MARKET FUND, INC. have been used for reduction
pursuant to paragraph (c) of Rule 24f-2 in all previous filings during the
current year.
Shares redeemed by Registrant having a total value of $21,627,231 are being
used for reduction pursuant to paragraph (a) of Rule 24e-2 in the post-effective
amendment being filed herein. No fee is required for the 1,136,481 shares being
registered by THE EVERGREEN LIMITED MARKET FUND, INC. based on the credit
available pursuant to paragraph (a) of Rule 24e-2 with respect to the shares
redeemed by EVERGREEN LIMITED MARKET FUND, INC. and not previously used for
reduction pursuant to paragraph (c) of Rule 24f-2. In addition the Registrant
has elected to register for $100 an additional $330,000 of shares (approximately
17,341 shares of the THE EVERGREEN LIMITED MARKET FUND, INC. series at $19.03
per share).
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, and
the Investment Company Act of 1940, as amended, the Registrant certifies that it
has duly caused this Post-Effective Amendment No. 17 to the Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in The City of New York, State of New York, on the 5th day of
March, 1996.
EVERGREEN LIMITED MARKET FUND INC.
/s/ John J. Pileggi
by-----------------------------
John J. Pileggi, President
by James P. Wallin
Attorney - In - Fact
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Post-Effective Amendment No. 17 to the Registration Statement has been
signed below by the following persons in the capacities and on the dates
indicated.
Signatures Title Date
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/s/John J. Pileggi
- ----------------------- President and March 4, 1997
John J. Pileggi Treasurer
by James P. Wallin
Attorney - In - Fact
/s/ Laurence B. Ashkin
- ----------------------- Trustee March 4, 1997
Laurence B. Ashkin
by James P. Wallin
Attorney - In - Fact
/s/Foster Bam
- ----------------------- Trustee March 4, 1997
Foster Bam
by James P. Wallin
Attorney - In - Fact
/s/James S. Howell
- ----------------------- Trustee March 4, 1997
James S. Howell
by James P. Wallin
Attorney - In - Fact
/s/Gerald M. McDonnell
- ----------------------- Trustee March 4, 1997
Gerald M. McDonnell
by James P. Wallin
Attorney - In - Fact
/s/Thomas L. McVerry
- ----------------------- Trustee March 4, 1997
Thomas L. McVerry
by James P. Wallin
Attorney - In - Fact
/s/William Walt Pettit
- ----------------------- Trustee March 4, 1997
William Walt Pettit
by James P. Wallin
Attorney - In - Fact
/s/Russell A. Salton, III, M.D
- ------------------------------ Trustee March 4, 1997
Russell A. Salton, III, M.D
by James P. Wallin
Attorney - In - Fact
/s/Michael S. Scofield
- ----------------------- Trustee March 4, 1997
Michael S. Scofield
by James P. Wallin
Attorney - In - Fact
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JAMES P. WALLIN, ESQ.
2500 WESTCHESTER AVENUE
Purchase, New York 10577
March 5, 1997
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re Post-Effective Amendment of
EVERGREEN LIMITED MARKET FUND
Registration No. 2-81494; Investment Company File No. 811-3653
Commissioners:
I have acted as counsel to the above-referenced registrant which proposes
to file, pursuant to paragraph (b) of Rule 485 (the "Rule"), Post-Effective
Amendment No. 17 the "Amendment") to its registration statement under the
Securities Act of 1933, as amended.
Pursuant to paragraph (b)(4) of the Rule, I represent that the Amendment
does not contain disclosures which would render it ineligible to become
effective pursuant to paragraph (b) of the Rule.
Very truly yours,
/s/James P. Wallin
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James P. Wallin
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INDEX TO EXHIBITS
Exhibit
Number Description
10 Opinion of Counsel
James P. Wallin
2500 Westchester Avenue
Purchase, New York 10577
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 Post-Effective Amendment
to its Registration Statment on Form N-1A (the "Amendment") for the purpose of
registering additional shares pursuant to Rule 24e-2 under the Investment
Company Act of 1940 (the "Rule"). The effect of the Amendment, when accompanied
by the filing fee payable as prescribed by paragraph (c) of the Rule and by this
Opinion, will be to register additional of shares of beneficial interest of the
Fund (the "Shares") in the amounts set forth on the facing page of the
Amendment.
I have, as counsel, participated in various proceedings relating to the
Fund and to the Amendment. I have examined copies, either certified or otherwise
proved to our satisfaction to be genuine, of the Fund's Articles of
Incorporation, as now in effect, the minutes of meetings of the Directors of the
Fund and other documents relating to the organization and operation of the Fund.
I have also reviewed the form of the Amendment being filed by the Fund. I am
generally familiar with the business affairs of the Fund.
The Fund has advised me that the Shares will only be sold in the manner
contemplated by the prospectus of the Fund current at the time of sale, and that
the Shares will only be 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 Shares will be, when
issued, 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 Amendment, 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
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James P. Wallin
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