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 MUNICIPAL TRUST
on behalf of its Evergreen Tax-Exempt Money Market Fund, Evergreen
Short-Intermediate Municipal Fund, Evergreen Short-Intermediate
Municipal Fund-CA and Evergreen Florida High Income Municipal Fund for
the fiscal year of such series ended August 31, 1995
Registration No. 33-23180; Investment Company File No.811-5579
Gentlemen:
In accordance with the provisions of Rule 24f-2 under the Investment
Company Act of 1940 (the "Regulation"), the Evergreen Municipal Trust (the
"Trust") hereby files its Rule 24f-2 Notice on behalf of its four series, the
Evergreen Tax-Exempt Money Market Fund ("Tax-Exempt"), Evergreen
Short-Intermediate Municipal Fund ("Intermediate"), Evergreen Short-
Intermediate Municipal Fund-CA ("Intermediate-CA"), Evergreen Florida High
Income Municipal Fund ("Florida") 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 Tax-Exempt,Intermediate,Intermediate-
CA, and Florida series.
Shares of Beneficial Interest of the Trust having a value of $63,527,111
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. Shares of Beneficial Interest having a value of $14,563,621
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 Tax-Exempt,
Intermediate, Intermediate-CA, and Florida having an aggregate offering price of
$1,140,707,121, $27,093,800, $9,586,883 and $68,686,983, respectively, were
sold:; and shares of beneficial interest of Tax-Exempt, Intermediate,
Intermediate-CA, and Florida having an aggregate value of : $566,638,173,
$26,833,640, $16,428,530 and $65,992,910, respectively, were redeemed. The value
of the shares of Florida redeemed includes the shares of its predecessor, ABT
Florida High Income Municipal Bond Fund (the "ABT Fund", that were redeemed in
connection with the acquisition of the net assets of the ABT Fund by Florida at
the close of business on June 30, 1995. Florida 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. In addition a fifth series of the Trust, the Evergreen
National Tax-Free Fund ("National"), which ceased operations on July 7, 1995,
had redemptions of $42,759,501, none of which have previously been 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.
Shares of beneficial interest of Tax-Exempt, Intermediate, Intermediate-CA,
and Florida having an aggregate value of $1,062,616,389, $27,093,800, $9,586,883
and $68,686,983, 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
$154,941.83 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 October 27, 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>
Tax-Exempt Intermediate Intermediate-CA Florida TOTAL
<S> <C> <C> <C> <C> <C>
Aggregate Sale
Price for Shares
Sold During
Fiscal Year
in Reliance
upon the 24f-2
Declaration $1,062,616,389 $27,093,800 $ 9,586,883 $68,686,983, $1,167,984,055
Reduced by the
Difference
Between:
(1) Aggregate
Redemption
Price of
Shares
Redeemed
During
the Fiscal
Year $ 566,638,173 $26,833,640 $16,428,530 $65,992,910 $ 718,652,754(+)
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
Equals
Net aggregate
proceeds from
sales and
redemptions
of Shares: $ 495,978,216 $ 260,160 ($ 6,841,647) $ 2,694,073 $ 449,331,301(+)
Fee pursuant to Sec.6(b) of
the Securities Act of 1933 /2900
-------------
$154,941.83
=============
<FN>
(+) Includes $42,759,501 worth of shares redeemed by a former series of the
Trust, Evergreen National Tax-Free Fund for its most recent fiscal period. 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. Evergreen National Tax-Free Fund
ceased operations on July 7, 1995 when its net assets were acquired by Evergreen
High Grade Tax Free Fund. For its most recent complete fiscal year, Evergreen
National Tax-Free Fund 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 Municipal Trust
2500 Westchester Avenue
Purchase, New York 10577
Dear Sirs:
Evergreen Municipal 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 four series, the Evergreen
Tax-Exempt Money Market Fund ("Tax-Exempt"), Evergreen Short-Intermediate
Municipal Fund ("Intermediate"), Evergreen Short- Intermediate Municipal Fund-CA
("Intermediate-CA"), Evergreen Florida High Income Municipal Fund ("Florida")
for the fiscal year of such series 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
<PAGE>
