EVERGREEN ASSET MANAGEMENT CORP.
2500 Westchester Avenue
Purchase, New York 10577
September 7, 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 National Tax Free Fund Fund
for the period of such series ended July 7, 1995
Registration No. 33-52880; Investment Company File No. 811-5579
Gentlemen:
In accordance with the provisions of Rule 24f-2, the Evergreen Municipal
Trust hereby files its Rule 24f-2 Notice on behalf of one of its series,
Evergreen National Tax Free Fund Fund ("National").
This "Rule 24f-2 Notice" is being filed for the period ended July 7, 1995
("Fiscal Year") for National. This series terminated on that day as a result of
its combination with with Evergreen High Grade Tax Free Fund.
No Shares of Beneficial Interest of National which 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 of National were registered under the
Securities Act during the Fiscal Year other than pursuant to the Regulation.
During the Fiscal Year, the following shares of beneficial interest of
National were sold: 1,486,204; and the following number of shares of beneficial
interest of National were redeemed: 5,812,130.
1,486,204 shares of beneficial interest of National 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, no registration fees are
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:
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Securities and Exchange Commission September 7, 1995.
(1) The actual aggregate redemption price of the shares of National
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 National 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.
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<CAPTION>
<S> <C>
Aggregate Sale Price for
Shares Sold During Fiscal
Year in Reliance upon the
24f-2 Declaration $14,593,453
Reduced by the
Difference Between:
(1) Aggregate Redemption
Price of Shares
Redeemed During the
Fiscal Year ($57,352,954)
and
(2) Aggregate Redemption
Price of Redeemed
Shares Previously
Applied by Fund Pur-
suant to Rule 24e-2(a)
Filings Made Pursuant
to Section 24(e)(1)
of Investment Company
Act of 1940 $ 0
Equals ($57,352,954)
Net aggregate proceeds
from sales and re-
demptions of Shares: ($42,759,501)
Fee pursuant to Sec.6(b) of
the Securities Act of 1933 / .0002900
-------------
$0
=============
Registration Fees
</TABLE>
Any questions regarding the matter should be addressed to Joseph J.
McBrien, Esquire at the above address.
Very truly yours,
EVERGREEN MUNICIPAL TRUST
By: /s/ John J. Pileggi
-------------------------------
John J. Pileggi
President and Treasurer
[SEAL]
JAMES P. WALLIN, ESQ.
2500 WESTCHESTER AVENUE
Purchase, New York 10577
September 7, 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 the Evergreen National Tax Free Fund
series of the Fund the ("Series") during the period ended July 7, 1995 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 our 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
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James P. Wallin
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