Evergreen Asset Management Corp.
2500 Westchester Avenue
Purchase, New York 10577
October 30, 1995.
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re Rule 24f-2 Notice of
EVERGREEN INVESTMENT TRUST (formerly First Union Funds) on behalf of
its Evergreen High Grade Tax Free Fund, Evergreen Treasury Money Market
Fund, Evergreen Florida Municipal Bond Fund, Evergreen Georgia
Municipal Bond Fund Evergreen North Carolina Municipal Bond Fund,
Evergreen South Carolina Municipal Bond Fund, and Evergreen Virginia
Municipal Bond Fund for the fiscal year of such series ended August 31,
1995 Registration No. 2-94560; Investment Company File No.811-4154
Gentlemen:
In accordance with the provisions of Rule 24f-2, the Evergreen
Investment Trust (formerly First Union Funds) hereby files its Rule 24f-2 Notice
on behalf of seven of its series, the Evergreen High Grade Tax Free Fund ("High
Grade") Evergreen Treasury Money Market Fund ("Treasury"), Evergreen Florida
Municipal Bond Fund ("Florida"), Evergreen Georgia Municipal Bond Fund
("Georgia"), Evergreen North Carolina Municipal Bond Fund ("North Carolina"),
Evergreen South Carolina Municipal Bond Fund ("South Carolina"), and Evergreen
Virginia Municipal Bond Fund ("Virginia").
This "Rule 24f-2 Notice" is being filed for the fiscal year ending
August 31, 1995 ("Fiscal Year") for the High Grade, Treasury, Florida, Georgia,
North Carolina, South Carolina and Virginia series. These series previously had
a December 31 fiscal year.
No Shares of Beneficial Interest of the High Grade, Treasury, Florida,
Georgia, North Carolina, South Carolina and Virginia series which had 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 Beneficial Interest were registered under the Securities Act during
the Fiscal Year other than pursuant to the Regulation.
During the Fiscal Year, shares of beneficial interest of the High
Grade, Treasury, Florida, Georgia, North Carolina, South Carolina and Virginia
series having the following aggregate offering price were sold: $33,722,920,
$2,363,848,745, $157,909,291, $3,186,864, $8,054,879, $2,943,145 and $2,466,567,
respectively; and the shares of beneficial interest of the High Grade, Treasury,
Florida, Georgia, North Carolina, South Carolina and Virginia series having the
following aggregate value were redeemed: $18,429,492, $2,365,586,120,
$29,685,300, $1,511,506, $7,507,588, $ 332,153 and $737,001, respectively.
Shares of beneficial interest having the following aggregate offering
prices $33,722,920, $2,363,848,745, $157,909,291, $3,186,864, $8,054,879,
$2,943,145 and $2,466,567, respectively, of the High Grade, Treasury, Florida,
Georgia, North Carolina, South Carolina and Virginia series, respectively, 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, a registration fee of
$51,152.85 is due on behalf of the Funds. The fee computation is based upon the
actual aggregate sale price for which such securities were sold during the
Fiscal Year by each series, reduced by the difference between:
<PAGE>
-2-
Securities and Exchange Commission October 30, 1995.
(1) The actual aggregate redemption price of the shares of the Funds
redeemed by the Trust during the Fiscal Year, and
(2) The actual aggregate redemption price of such redeemed shares
previously applied by the Trust on behalf of the Funds or any of its other
series pursuant to Rule 24e-2(a) in filings made pursuant to Section
24(e)(1) of the Investment Company Act of 1940.
<TABLE>
<CAPTION>
North South
High Grade Treasury Florida Georgia Carolina Carolina Virginia Total
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Aggregate Sale
Price for
Shares Sold
During
Fiscal Year
in Reliance
upon the
24f-2
Declaration $33,722,920 $2,363,848,745 $157,909,291 $3,186,864 $8,054,879 $2,943,145 $2,466,567 $2,572,132,411
Reduced by
the
Difference
Between:
(1) Aggregate
Redemption
Price of
Shares
Redeemed
During the
Fiscal Year $(18,429,492)(+)($2,365,586,120) ($ 29,685,300) ($1,511,506) ($7,507,588) ($ 332,153) ($ 737,001)($2,423,789,160)
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 Investment
Company Act
of 1940 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0
Equals $(18,429,492) ($2,365,586,120) ($ 29,685,300) ($1,511,506) ($7,507,588) ($ 332,153) ($ 737,011)($2,423,789,160)
Net aggregate
proceeds from
sales and
redemptions
of Shares: $ 15,293,428 $ 537,380,459 $128,223,991 $1,675,358 $ 547,291 $2,610,992 $1,729,566 $ 148,343,251
Fee pursuant to Sec.6(b) of
the Securities Act of 1933 /2900
-------------
$51,152.85
=============
<FN>
(+) Includes $539,117,834 worth of shares redeemed by two former series
of the Trust, First Union Money Market Portfolio and First Union Tax-Free Money
Market Portfolio, during their most recent fiscal year. Such shares were not
previously applied by the Trust on behalf of the Funds or any of its other
series pursuant to Rule 24e-2(a) in filings made pursuant to Section 24(e)(1) of
the Investment Company Act of 1940. First Union Money Market Portfolio and First
Union Tax-Free Money Market Portfolio ceased operations on July 7, 1995 when
their net assets were acquired by Evergreen Money Market Fund and Evergreen Tax
Exempt Money Market Fund, respectively. For their most recent complete fiscal
year, First Union Money Market Portfolio and First Union Tax-Free Money Market
Portfolio had a common fiscal year with the series of the Trust represented in
this Rule 24f-2 Notice.
</FN>
</TABLE>
Any questions regarding the matter should be addressed to Joseph J.
McBrien, Esquire at the above address.
Very truly yours,
EVERGREEN INVESTMENT TRUST
By:/s/ John J. Pileggi
-------------------------
John J. Pileggi
President and Treasurer
<PAGE>
JAMES P. WALLIN, ESQ.
2500 WESTCHESTER AVENUE
Purchase, New York 10577
October 30, 1995
Evergreen Investment Trust
2500 Westchester Avenue
Purchase, New York 10577
Dear Sirs:
Evergreen Investment Trust, 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"). 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 of seven of its separate investment series,
namely the Evergreen High Grade Tax Free Fund ("High Grade") Evergreen Treasury
Money Market Fund ("Treasury"), Evergreen Florida Municipal Bond Fund
("Florida"), Evergreen Georgia Municipal Bond Fund ("Georgia"), Evergreen North
Carolina Municipal Bond Fund ("North Carolina"), Evergreen South Carolina
Municipal Bond Fund ("South Carolina"), and Evergreen Virginia Municipal Bond
Fund ("Virginia") in reliance upon the Rule (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 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 my 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/James P. Wallin
---------------------
James P. Wallin
<PAGE>
