U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 24F-2
Annual Notice of Securities Sold
Pursuant to Rule 24f-2
1. Name and address of issuer: Evergreen Foundation Trust
200 Berkeley Street
Boston, MA 02116
2. Name of each series or class of funds for which this notice is filed:
(a) Evergreen Tax Strategic Foundation Fund
Shares of beneficial interest, par value 0.0001 per share
Class A, B, C and Y shares
(b) Evergreen Foundation Trust
Shares of beneficial interest, par value 0.0001 per share
Class A, B, C and Y shares
3. Investment Company Act File Number: 811-5953
Securities Act File Number: 33-31803
4. Last day of fiscal year for which this notice is filed:
March 31, 1997
5. Check box if this notice is being filed more than 180 days after the
close of the issuer's fiscal year for purposes of reporting securities
sold after the close of the fiscal year, but before termination of the
issuer's 24f-2 declaration:
Not applicable
6. Date of termination of issuer's declaration under Rule 24f-2(a)(1), if
applicable:
Not applicable
7. Number and amount of securities of the same class or series which had
been registered under the Securities Act of 1933 other than pursuant to
Rule 24f-2 in a prior fiscal year, but which remained unsold at the
beginning of the fiscal year:
-0-
8. Number and amount of securities registered during the fiscal year other
than pursuant to Rule 24f-2:
-0-
9. Number and aggregate sale price of securities sold during the fiscal
year:
8,760,378
$142,210,286
10. Number and aggregate sale price of securities sold during the fiscal
year in reliance upon registration pursuant to Rule 24f-2:
8,760,378
$142,210,286
11: Number and aggregate sale price of securities issued during the fiscal
year in connection with dividend reinvestment plans, if applicable:
597,947
$9,790,479
<PAGE>
12. Calculation of registration fee:
(i) Aggregate sale price of
securities sold during
the fiscal year in reliance
on Rule 24f-2 (from Item 10): $142,210,286
------------
(ii) Aggregate price of shares
issued in connection with
dividend reinvestment plans
(from Item 11, if applicable): +$ 9,790,479
------------
(iii) Aggregate price of shares
redeemed or repurchased
during the fiscal year (if
applicable): -$ 78,482,116
------------
(iv) Aggregate price of shares
redeemed or repurchased and
previously applied as a
reduction to filing fees
pursuant to Rule 24e-2 (if
applicable): + 0
-----------
(v) Net aggregate price of
securities sold and issued
during the fiscal year in
reliance on Rule 24f-2 [line (i),
plus line (ii), less line
(iii), plus line (iv)]
if applicable): $73,518,649
-----------
(vi) Multiplier prescribed by
Section 6(b) of the Secu-
rities Act of 1933 or other
applicable law or regulation x 1/3300
(vii) Fee due [line (i) or line
(v) multiplied by line (vi)] $ 22,279
-----------
13. Check box if fees are being remitted to the Commission's lockbox
depository as described in Section 3a of the Commission's Rules of
Informal and Other Procedures (17 CFR 202.3a).
[X]
Date of mailing or wire transfer of filing fees to the Commission's
lockbox depository:
May 29, 1997
<PAGE>
SIGNATURES
This report has been signed below by the following persons on behalf of
Evergreen Foundation Trust and in the capacities and on the dates
indicated.
By (Signature and Title): /s/ John J. Pileggi
----------------------
President
Date: May 29, 1997
18758
JAMES P. WALLIN, ESQ.
2500 WESTCHESTER AVENUE
Purchase, New York 10577
May 29, 1997
Evergreen Foundation Trust
200 Berkeley Street
Boston, MA 02116
Dear Sirs:
Evergreen Foundation Trust, a Massachusetts business trust (the "Fund"), is
filing with the Securities and Exchange Commission a notice on Form 24f-2
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 Foundation Fund and
Evergreen Tax Strategic Fund ("Foundation" and "Tax Strategic", respectively)
series of the Fund (the "Series") during the period ended March 31, 1997 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 each series 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
