UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-8F
APPLICATION FOR DEREGISTRATION
PURSUANT TO SECTION 8(f)
OF THE INVESTMENT COMPANY ACT OF 1940 ("ACT")
AND RULE 8f-1 THEREUNDER
I. GENERAL IDENTIFYING INFORMATION
1. REASON FUND IS APPLYING TO DEREGISTER (check only one; for
descriptions, see Instruction 1 above):
[X] Merger
[ ] Liquidation
[ ] Abandonment of Registration
(Note: Abandonments of Registration answer only questions 1
through 15, 24 and 25 of this form and complete verification
at the end of the form.)
[ ] Election of status as a Business Development Company
(Note: Business Development Companies answer only question 1
through 10 of this form and complete verification at the end
of the form.)
2. NAME OF FUND:
Evergreen Tax Free Income Fund (formerly Keystone Tax Free Income Fund)
3. SECURITIES AND EXCHANGE COMMISSION FILE NO.:
811- 4951
4. IS THIS AN INITIAL FORM N-8F OR AN AMENDMENT TO A PREVIOUSLY FILED FORM
N-8F?
[X] Initial Application [ ] Amendment
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5. ADDRESS OF PRINCIPAL EXECUTIVE OFFICE (Include No. & Street, City,
State, Zip Code):
200 Berkeley Street
Boston, MA 02116
6. NAME, ADDRESS AND TELEPHONE NUMBER OF INDIVIDUAL THE COMMISSION STAFF
SHOULD CONTACT WITH ANY QUESTIONS REGARDING THIS FORM:
Jane B. Maxwell, Esq.
Sullivan & Worcester LLP
1025 Connecticut Avenue, N.W., Suite 1000
Washington, DC 20036
(202) 775-8190
7. NAME, ADDRESS AND TELEPHONE NUMBER OF INDIVIDUAL OR ENTITY RESPONSIBLE
FOR MAINTENANCE AND PRESERVATION OF FUND RECORDS IN ACCORDANCE WITH
RULES 31a-1 AND 31a-2 UNDER THE ACT [17 CFR 270.31a-1, .31a-2]:
Trust Agreements, Bylaws and Minute Books:
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Maureen E. Towle, Esq.
Evergreen Funds
200 Berkeley Street
Boston, MA 02116
(617) 210-3682
Other Fund Records:
------------------
Ms. Carol Kosel
Evergreen Funds
200 Berkeley Street
Boston, MA 02116
(617) 210-3231
NOTE: Once deregistered, a fund is still required to maintain and
preserve the records described in rules 31a-1 and 31a-2 for the periods
specified in those rules.
8. CLASSIFICATION OF FUND (check only one):
[X] Management company;
[ ] Unit investment trust; or
[ ] Face-amount certificate company.
9. SUBCLASSIFICATION IF THE FUND IS A MANAGEMENT COMPANY (check only one):
[X] Open-end [ ] Closed-end
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10. STATE LAW UNDER WHICH THE FUND WAS ORGANIZED OR FORMED (e.g., Delaware,
Massachusetts):
Massachusetts (business trust)
11. PROVIDE THE NAME AND ADDRESS OF EACH INVESTMENT ADVISER OF THE FUND
(INCLUDING SUB-ADVISERS) DURING THE LAST FIVE YEARS, EVEN IF THE FUND'S
CONTRACTS WITH THOSE ADVISERS HAVE BEEN TERMINATED:
Keystone Investment Management Company
(now Evergreen Investment Management Company)
200 Berkeley Street
Boston, MA 02116
12. PROVIDE THE NAME AND ADDRESS OF EACH PRINCIPAL UNDERWRITER OF THE FUND
DURING THE LAST FIVE YEARS, EVEN IF THE FUND'S CONTRACTS WITH THOSE
UNDERWRITERS HAVE BEEN TERMINATED:
Evergreen Keystone Distributor, Inc. (now Evergreen Distributor, Inc.)
90 Park Avenue
New York, NY 10016
13. IF THE FUND IS A UNIT INVESTMENT TRUST ("UIT") PROVIDE:
(A) DEPOSITOR'S NAME(S) AND ADDRESS(ES):
Not Applicable.
(B) TRUSTEE'S NAME(S) AND ADDRESS(ES):
Not Applicable.
14. IS THERE A UIT REGISTERED UNDER THE ACT THAT SERVED AS A VEHICLE FOR
INVESTMENT IN THE FUND (E.G., AN INSURANCE COMPANY SEPARATE ACCOUNT)?
[ ] Yes [X] No
IF YES, FOR EACH UIT STATE:
NAME(S):
FILE NO.: 811-_______
BUSINESS ADDRESS:
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15. (A) DID THE FUND OBTAIN APPROVAL FROM THE BOARD OF DIRECTORS
CONCERNING THE DECISION TO ENGAGE IN A MERGER, LIQUIDATION OR
ABANDONMENT OF REGISTRATION?
[X] Yes [ ] No
IF YES, STATE THE DATE ON WHICH THE BOARD VOTE TOOK PLACE:
September 17, 1997
IF NO, EXPLAIN:
(B) DID THE FUND OBTAIN APPROVAL FROM THE SHAREHOLDERS CONCERNING
THE DECISION TO ENGAGE IN A MERGER, LIQUIDATION OR ABANDONMENT
OF REGISTRATION?
[X] Yes [ ] No
IF YES, STATE THE DATE ON WHICH THE SHAREHOLDER VOTE TOOK
PLACE:
January 6, 1998
IF NO, EXPLAIN:
II. DISTRIBUTIONS TO SHAREHOLDERS
16. HAS THE FUND DISTRIBUTED ANY ASSETS TO ITS SHAREHOLDERS IN CONNECTION
WITH THE MERGER OR LIQUIDATION?
[X] Yes [ ] No
Pursuant to an Agreement and Plan of Reorganization dated as of
September 30, 1997 (the "Plan"), Applicant transferred all of its
assets to Evergreen Tax Free Fund (the "Acquiring Fund") as of the
commencement of business on January 24, 1998 (the "Closing Date") in
exchange for shares of beneficial interest of the Acquiring Fund, $.001
par value per share, and the assumption of certain identified
liabilities of Applicant by the Acquiring Fund. Applicant received
Acquiring Fund shares having an aggregate net asset value equal to the
aggregate net asset value of the class of shares held by each
shareholder of Applicant as of the close of business on January 23,
1998. Applicant then liquidated and distributed to its shareholders of
record pro rata the full and fractional shares of the Acquiring Fund
received by Applicant in the reorganization, and all issued and
outstanding shares of Applicant were canceled on Applicant's books.
At or prior to the Closing Date, Applicant declared a dividend(s) or
distribution(s) which, together with all previous dividends and
distributions,
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had the effect of distributing to Applicant's shareholders (in shares
of the Fund, or in cash, as the shareholder had elected) all of
Applicant's investment company taxable income for the taxable period
ending on the Closing Date (computed without regard to any deduction
for dividends paid) and all of its net capital gains realized in all
taxable periods ending on the Closing Date (after reductions for any
capital loss carryforward).
(A) IF YES, LIST THE DATE(S) ON WHICH THE FUND MADE THOSE
DISTRIBUTIONS:
On or about January 24, 1998
(B) WERE THE DISTRIBUTIONS MADE ON THE BASIS OF NET ASSETS?
[X] Yes [ ] No
(C) WERE THE DISTRIBUTIONS MADE PRO RATA BASED ON SHARE OWNERSHIP?
[X] Yes [ ] No
(D) IF NO TO (B) OR (C) ABOVE, DESCRIBE THE METHOD OF
DISTRIBUTIONS TO SHAREHOLDERS. FOR MERGERS, PROVIDE THE
EXCHANGE RATIO(S) USED AND EXPLAIN HOW IT WAS CALCULATED:
The exchange ratio was approximately 1.28, 1.27 and 1.27 Class
A, Class B and Class C shares of the Acquiring Fund issued for
each Class A, Class B and Class C share of Applicant,
respectively. Shareholders of Applicant received the number of
shares of the Acquiring Fund determined by multiplying the
shares outstanding of each class of Applicant by a factor
which was computed by dividing the net asset value per share
of the respective class of Applicant by the net asset value
per share of the respective class of the Acquiring Fund. The
computations took place as of the business day immediately
prior to the Closing Date. The net asset value per share of
each class was determined by dividing assets, less
liabilities, in each case attributable to the respective
class, by the total number of outstanding shares.
(E) LIQUIDATIONS ONLY:
WERE ANY DISTRIBUTIONS TO SHAREHOLDERS MADE IN KIND?
[ ] Yes [ ] No
Not Applicable.
IF YES, INDICATE THE PERCENTAGE OF FUND SHARES OWNED BY
AFFILIATES, OR ANY OTHER AFFILIATION OF SHAREHOLDERS:
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17. CLOSED-END FUNDS ONLY:
HAS THE FUND ISSUED SENIOR SECURITIES?
[ ] Yes [ ] No
Not Applicable.
IF YES, DESCRIBE THE METHOD OF CALCULATING PAYMENTS TO SENIOR
SECURITYHOLDERS AND DISTRIBUTIONS TO OTHER SHAREHOLDERS:
18. HAS THE FUND DISTRIBUTED ALL OF ITS ASSETS TO THE FUND'S SHAREHOLDERS?
[X] Yes [ ] No
As described above, all of Applicant's assets were acquired by the
Acquiring Fund in exchange for shares of the Acquiring Fund and the
assumption by the Acquiring Fund of certain identified liabilities of
Applicant.
IF NO,
(a) HOW MANY SHAREHOLDERS DOES THE FUND HAVE AS OF THE DATE THIS
FORM IS FILED?
None. Applicant was liquidated after the Closing Date.
(b) DESCRIBE THE RELATIONSHIP OF EACH REMAINING SHAREHOLDER TO THE
FUND:
Not Applicable.
19. ARE THERE ANY SHAREHOLDERS WHO HAVE NOT YET RECEIVED DISTRIBUTIONS IN
COMPLETE LIQUIDATION OF THEIR INTERESTS?
[ ] Yes [X] No
IF YES, DESCRIBE BRIEFLY THE PLANS (IF ANY) FOR DISTRIBUTING TO, OR
PRESERVING THE INTERESTS OF, THOSE SHAREHOLDERS:
III. ASSETS AND LIABILITIES
20. DOES THE FUND HAVE ANY ASSETS AS OF THE DATE THIS FORM IS FILED?
(See question 18 above.)
[ ] Yes [X] No
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IF YES,
(A) DESCRIBE THE TYPE AND AMOUNT OF EACH ASSET RETAINED BY THE
FUND AS OF THE DATE THIS FORM IS FILED:
(B) WHY HAS THE FUND RETAINED THE REMAINING ASSETS?
(C) WILL THE REMAINING ASSETS BE INVESTED IN SECURITIES?
[ ] Yes [ ] No
21. DOES THE FUND HAVE ANY OUTSTANDING DEBTS (OTHER THAN FACE-AMOUNT
CERTIFICATES IF THE FUND IS A FACE-AMOUNT CERTIFICATE COMPANY) OR ANY
OTHER LIABILITIES?
[ ] Yes [X] No
IF YES,
(A) DESCRIBE THE TYPE AND AMOUNT OF EACH DEBT OR OTHER LIABILITY:
(B) HOW DOES THE FUND INTEND TO PAY THESE OUTSTANDING DEBTS OR
OTHER LIABILITIES?
IV. INFORMATION ABOUT EVENT(S) LEADING TO REQUEST FOR DEREGISTRATION
22. (A) LIST THE EXPENSES INCURRED IN CONNECTION WITH THE MERGER OR
LIQUIDATION:
The aggregate expenses of entering into and carrying out the
provisions of the Plan included the costs of preparing,
printing and mailing the prospectus/proxy statement furnished
in connection with a Special Meeting of Shareholders of
Applicant, legal and accounting fees relating thereto and to
the creation and implementation of the Plan, the cost of a
proxy soliciting agent, and the cost of retention by
Applicant's Trustees of their ability to make claims under
their existing directors and officers insurance policy for a
period of three years following consummation of the
reorganization. First Union National Bank, the parent of the
investment adviser to Applicant, bore all expenses incurred by
Applicant in connection with the reorganization; such costs
(which were not broken down on a per-merger basis) were
allocated as a marketing expense. First Union National Bank
will also bear any additional costs incurred in connection
with the filing of this application.
(I) LEGAL EXPENSES:
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Not separately broken down.
(II) ACCOUNTING EXPENSES:
Not separately broken down.
(III) OTHER EXPENSES (LIST AND IDENTIFY SEPARATELY):
Not separately broken down.
(IV) TOTAL EXPENSES (SUM OF LINES (I) - (III) ABOVE):
Not separately broken down.
(B) HOW WERE THOSE EXPENSES ALLOCATED?
Not allocated on a per-merger basis.
(C) WHO PAID THOSE EXPENSES?
First Union National Bank
(D) HOW DID THE FUND PAY FOR UNAMORTIZED EXPENSES (IF ANY)?
There were no unamortized expenses.
23. HAS THE FUND PREVIOUSLY FILED AN APPLICATION FOR AN ORDER OF THE
COMMISSION REGARDING THE MERGER OR LIQUIDATION?
[ ] Yes [X] No
IF YES, CITE THE RELEASE NUMBERS OF THE COMMISSION'S NOTICE AND ORDER
OR, IF NO NOTICE OR ORDER HAS BEEN ISSUED, THE FILE NUMBER AND DATE THE
APPLICATION WAS FILED:
V. CONCLUSION OF FUND BUSINESS
24. IS THE FUND A PARTY TO ANY LITIGATION OR ADMINISTRATIVE PROCEEDING?
[ ] Yes [X] No
IF YES, DESCRIBE THE NATURE OF ANY LITIGATION OR PROCEEDING AND THE
POSITION TAKEN BY THE FUND IN THAT LITIGATION:
25. IS THE FUND NOW ENGAGED, OR INTENDING TO ENGAGE, IN ANY BUSINESS
ACTIVITIES OTHER THAN THOSE NECESSARY FOR WINDING UP ITS AFFAIRS?
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[ ] Yes [X] No
IF YES, DESCRIBE THE NATURE AND EXTENT OF THOSE ACTIVITIES:
VI. MERGERS ONLY
26. (A) STATE THE NAME OF THE FUND SURVIVING THE MERGER:
Evergreen Tax Free Fund. The Acquiring Fund was a newly
created series of Evergreen Municipal Trust, a Delaware
business trust and open-end management investment company.
The reorganization was part of an overall plan to convert the
Evergreen Keystone funds into series of Delaware business
trusts, to simplify and make consistent various investment
restrictions and policies, and to obtain the advantages of
Delaware law. The reorganization occurred in conjunction with
a similar reorganization involving the transfer of assets to
the Acquiring Fund by Evergreen Tax Free Fund (formerly named
Keystone Tax Free Fund), a Massachusetts business trust, in
exchange for shares of the Acquiring Fund. A separate Form
N-8F will be filed regarding that transaction.
(B) STATE THE INVESTMENT COMPANY ACT FILE NUMBER OF THE FUND
SURVIVING THE MERGER:
811-08367
(C) IF THE MERGER OR REORGANIZATION AGREEMENT HAS BEEN FILED WITH
THE COMMISSION, STATE THE FILE NUMBER(S), FORM TYPE USED AND
DATE THE AGREEMENT WAS FILED:
File No. 333-37615
N14AE24 filed on October 10, 1997; and 485BPOS filed on
November 12, 1997
(D) IF THE MERGER OR REORGANIZATION AGREEMENT HAS NOT BEEN FILED
WITH THE COMMISSION, PROVIDE A COPY OF THE AGREEMENT AS AN
EXHIBIT TO THIS FORM.
Not Applicable.
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VERIFICATION
The undersigned states that (i) she has executed this Form N-8F
application for an order under section 8(f) of the Investment Company Act of
1940 on behalf of EVERGREEN TAX FREE INCOME FUND (FORMERLY KEYSTONE TAX FREE
INCOME FUND), (ii) she is a duly authorized officer of such company, and (iii)
all actions by shareholders, Trustees, and any other body necessary to authorize
the undersigned to execute and file this Form N-8F application have been taken.
The undersigned also states that the facts set forth in this Form N-8F
application are true to the best of her knowledge, information and belief.
/s/ Maureen E. Towle
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Signature
Maureen E. Towle
