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 EQUITY TRUST (formerly Real Estate Equity Trust) on behalf
of its Evergreen U.S. Real Estate Equity Fund and Evergreen Global Real
Estate Equity Fund for the fiscal year of each such series ended
September 30, 1995
Registration No. 33-25378; Investment Company File No.811-5684
Gentlemen:
In accordance with the provisions of Rule 24f-2, the Evergreen Equity Trust
(formerly Real Estate Equity Trust) hereby files its Rule 24f-2 Notice on behalf
of two of its series, the Evergreen U.S. Real Estate Equity Fund ("U.S. Real
Estate") and Evergreen Global Real Estate Equity Fund ("Global Real Estate") for
the fiscal year of each series ended September 30, 1995 ("Fiscal Year"). The
other series of the Trust, Evergreen Global Leaders Fund, did not
commenceoperations until November 1, 1995.
No Shares of Beneficial Interest of the Global Real Estate and U.S. Real
Estate series 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 Global Real Estate
and U.S. Real Estate having the following aggregate offering price were sold:
$30,884,872 and $1,979,936, respectively; and the shares of beneficial interest
of Global Real Estate and U.S. Real Estate having the following aggregate value
were redeemed: $79,773,201 and $2,165,200, respectively.
Shares of beneficial interest having the following aggregate offering
prices $30,884,872 and $1,979,936, respectively, of Global Real Estate and U.S.
Real Estate, 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, no registration fee is due
on behalf of the Funds. The fee computation is based upon the actual aggregate
sale price for which such securities were sold during the Fiscal Year by each
series, 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>
Global U.S.
Real Estate Real Estate Total
<S> <C> <C> <C>
Aggregate Sale
Price for
Shares Sold
During
Fiscal Year
in Reliance
upon the
24f-2
Declaration $30,884,872 $1,979,936 $32,864,808
Reduced by
the
Difference
Between:
(1) Aggregate
Redemption
Price of
Shares
Redeemed
During the
Fiscal Year $79,773,201 $2,165,200 $81,938,401
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 ($48,888,329) ($ 185,264) ($49,073,593)
Net aggregate
proceeds from
sales and
redemptions
of Shares sold
in reliance upon
Rule 24f-2: ($ 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 EQUITY 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 Equity Trust
2500 Westchester Avenue
Purchase, New York 10577
Dear Sirs:
Evergreen Equity 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 Fund during the fiscal year ended
September 30, 1995 of two of its separate investment series, namely Evergreen
U.S. Real Estate Equity Fund ("U.S. Real Estate") and Evergreen Global Real
Estate Equity Fund ("Global Real Estate") 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 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>
