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 MONEY MARKET FUND for its fiscal year ended August 31, 1995
Registration No. 33-16706; Investment Company File No.811-5300
Gentlemen:
In accordance with the provisions of Rule 24f-2, the Evergreen Money
Market Fund ("Money Market") hereby files its Rule 24f-2 Notice for the fiscal
year ending August 31, 1995 ("Fiscal Year").
Shares of Beneficial Interest of Money Market having an aggregate
offering price of $248,128,072 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
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 Money Market
having an aggregate offering price of $2,406,543,974 were sold and shares of
beneficial interest of Money Market having an aggregate value of $1,703,929,225
were redeemed. Shares of beneficial interest of Money Market having an aggregate
offering price of $2,158,415,902 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
$156,719.54 is due on behalf of Money Market. The fee computation is based upon
the actual aggregate sale price for which such securities were sold during the
Fiscal Year by the Trust, reduced by the difference between:
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Securities and Exchange Commission August 29, 1995.
(1) The actual aggregate redemption price of the shares of Money
Market redeemed during the Fiscal Year, and
(2) The actual aggregate redemption price of such redeemed shares
previously applied by Money 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 $2,158,415,902
Reduced by the
Difference Between:
(1) Aggregate Redemption
Price of Shares Redeemed
During the Fiscal Year ($1,703,929,225)
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 ($1,703,929,225)
Net aggregate proceeds
from sales and re-
demptions of Shares: $ 454,486,677
Fee pursuant to Sec.6(b) of
the Securities Act of 1933 /2900
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$156,719.54
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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 MONEY MARKET FUND
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
October 30, 1995
Evergreen Money Market Fund
2500 Westchester Avenue
Purchase, New York 10577
Dear Sirs:
Evergreen Money Market 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"). 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 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
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