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 TRUST
on behalf of its Evergreen Fund and Evergreen Aggressive Growth Fund
for the fiscal year of such series ended September 30, 1995
Registration No. 2-40357; Investment Company File No.811-2193
Gentlemen:
In accordance with the provisions of Rule 24f-2 under the Investment
Company Act of 1940 (the "Regulation"), the Evergreen Trust (the "Trust") hereby
files its Rule 24f-2 Notice on behalf of its two series, the Evergreen Fund
("Evergreen") and Evergreen Aggressive Growth Fund ("Aggressive Growth") for the
fiscal year of such series ended August 31, 1995.
This "Rule 24f-2 Notice" is being filed for the fiscal year ending August
31, 1995 ("Fiscal Year") for the Evergreen and Aggressive Growth series.
Shares of Beneficial Interest of the Trust having a value of $ 540,637,853
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 Evergreen and
Aggressive Growth having an aggregate offering price of $1,417,877,878, and
$72,983,344, respectively, were sold:; and shares of beneficial interest of
Evergreen and Aggressive Growth having an aggregate value of : $1,289,695,764
and $70,023,738, respectively, were redeemed. The value of the shares of
Aggressive Growth redeemed includes the shares of its predecessor, ABT Emerging
Growth Fund (the "ABT Fund", that were redeemed in connection with the
acquisition of the net assets of the ABT Fund by Aggressive Growth at the close
of business on June 30, 1995. Aggressive Growth was formed as a series of the
Trust for the purpose of acquiring the net assets of the ABT Fund and had no
operations prior thereto.
Shares of beneficial interest of Evergreen and Aggressive Growth having an
aggregate value of $1,289,695,764 and $70,023,738, 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"). Shares of both series
having an aggregate value of $131,141,720 were sold other than pursuant to the
Regulation.
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 the Funds. The fee computations are 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:
<PAGE>
-2-
Securities and Exchange Commission November 29, 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>
Aggressive
Evergreen Growth TOTAL
<S> <C> <C> <C>
Aggregate Sale
Price for Shares
Sold During
Fiscal Year
in Reliance
upon the 24f-2
Declaration $1,289,695,764 $70,023,738 $1,359,719,502
Reduced by the
Difference
Between:
(1) Aggregate
Redemption
Price of
Shares
Redeemed
During
the Fiscal
Year $1,289,695,764 $70,023,738 $1,359,719,502
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
Equals
Net aggregate
proceeds from
sales and
redemptions
of Shares sold
in reliance upon
Rule 24f-2: ($ 0) $ 0 $ 0
Fee pursuant to Sec.6(b) of
the Securities Act of 1933 /2900
-------------
$0
=============
</TABLE>
Any questions regarding the matter should be addressed to Joseph J.
McBrien, Esquire at the above address.
Very truly yours,
EVERGREEN TRUST
By:/s/ John J. Pileggi
-------------------------
John J. Pileggi
President and Treasurer
<PAGE>
JAMES P. WALLIN, ESQ.
2500 WESTCHESTER AVENUE
Purchase, New York 10577
November 29, 1995
Evergreen Trust
2500 Westchester Avenue
Purchase, New York 10577
Dear Sirs:
Evergreen 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 its two series, Evergreen Fund
("Evergreen") and Evergreen Aggressive Growth Fund ("Aggressive Growth") for the
fiscal year of such series ended September 30, 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
<PAGE>
