1933 Act File No. 33-41918
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 X
Pre-Effective Amendment No.
Post-Effective Amendment No. 9 X
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 X
Amendment No. 10 X
EVERGREEN LEXICON FUND
(formerly FFB Lexicon Fund)
(Exact Name of Registrant as Specified in Charter)
2500 Westchester Avenue, Purchase, New York 10577
(Address of Principal Executive Offices)
(914) 694-2020
(Registrant's Telephone Number)
Joseph J. McBrien, Esquire,
2500 Westchester Avenue
Purchase, New York 10577
(Name and Address of Agent for Service)
Copies to:
John A. Dudley, Esquire
Sullivan & Worcester
1025 Connecticut Ave., N.W.
Washington, D.C. 20036
It is proposed that this filing will become effective (check appropriate box)
/x/ Immediately upon filing pursuant to paragraph (b) or
/ / on (date) pursuant to paragraph (b) or
/ / 60 days after filing pursuant to paragraph (a)(i) or
/ / on (date) pursuant to paragraph (a)(i) or
/ / 75 days after filing pursuant to paragraph (a)(ii) or
/ / on (date) pursuant to paragraph (a)(ii) of Rule 485
If appropriate, check the following box:
/ / This post-effective amendment designates a new effective date for a
previously filed post-effective amendment
/ / 60 days after filing pursuant to paragraph (a)(i)
/ / on (date) pursuant to paragraph (a)(i)
Registrant has registered an indefinite number of shares under the
Securities Act of 1933 pursuant to Rule 24f-2 under the Investment Company Act
of 1940. Registrant's Rule 24f-2 notice for the fiscal year ended August 31,
1995, was filed on or about October 29, 1995.
This Post-Effective Amendment is being filed soley for the purpose of
registering additional shares of Registrant's two separate investment series,
EVERGREEN INTERMEDIATE-TERM BOND FUND and EVERGREEN INTERMEDIATE-TERM GOVERNMENT
SECURITIES FUND. Accordingly, only the facing page, signature page and opinion
of counsel are included in this filing.
CALCULATION OF REGISTRATION FEE UNDER THE SECURITRIES ACT OF 1933*
Proposed
Title of Maximum
Securities Amount Offering Proposed Amount of
Being Being Price Per Maximum Aggregate Registration
Registered Registered Share Offering Price Fee
Shares of
Beneficial
Interest
EVERGREEN
INTERMEDIATE-TERM
BOND FUND Series 2,672,744 $9.99 n/a n/a
Shares of
Beneficial
Interest
EVERGREEN
INTERMEDIATE-TERM
GOVERNMENT
SECURITIES
FUND Series 1,543,261 $9.92 $290,000 $100
- ---------------------------------------------------------
*The calculation of the maximum aggregate offering price was made pursuant
to Rule 24e-2 under the Investment Company Act of 1940, and was based upon an
offering price of $9.99 for the EVERGREEN INTERMEDIATE-TERM BOND FUND and $9.92
for the EVERGREEN INTERMEDIATE-TERM GOVERNMENT SECURITIES FUND series. The
offering price per share for each series has been calculated pursuant to Rule
457(c) under the Securities Act of 1933 and is equal to the average net asset
value per share of all classes of each series on June 25, 1996. The total amount
of securities redeemed by the Registrant during the fiscal year ended August 31,
1995 was $449,758,251. Of this number, no shares have been used for reduction
pursuant to paragraph (a) of Rule 24e-2 in previous filings of post-effective
amendments during the current year and shares with a value of $408,038,385 have
been used for reduction pursuant to paragraph (c) of Rule 24f-2 in all previous
filings during the current year. Shares redeemed by Registrant having a total
value of $41,719,866 are being used for reduction pursuant to paragraph (a) of
Rule 24e-2 in the post-effective amendment being filed herein and have been
allocated among EVERGREEN INTERMEDIATE-TERM BOND FUND and EVERGREEN
INTERMEDIATE-TERM GOVERNMENT SECURITIES FUND based on their relative net assets.
While no fee is required for the 2,672,744 shares being registered by the
EVERGREEN INTERMEDIATE-TERM BOND FUND series and 1,514,027 shares being
registered by the EVERGREEN INTERMEDIATE-TERM GOVERNMENT SECURITIES FUND series
in reliance on reduction pursuant to paragraph (a) of Rule 24e-2, the Registrant
has elected to register for $100 an additional $290,000 of shares (approximately
29,234 shares of the EVERGREEN INTERMEDIATE-TERM GOVERNMENT SECURITIES FUND
series at $9.92 per share).
* * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * *
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant certifies that it meets all of
the requirements for effectiveness of this registration statement pursuant to
Rule 485(b) under the Securities Act of 1933 and has duly caused this
Post-Effective Amendment No. 9 to Registrant's Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Purchase, and State of New York on the 28th day of June, 1996.
EVERGREEN INVESTMENT TRUST
by /s/John J. Pileggi
----------------------------------------
John J. Pileggi, President and Treasurer
Each person whose signature appears below hereby authorizes John J.
Pileggi, Joan V. Fiore and Joseph J. McBrien, as attorney-in-fact, to sign on
his behalf, individually and in each capacity stated below, any amendments to
this Post-Effective Amendment to Registrant's Registration Statement and to file
the same, with all exhibits thereto, with the Securities and Exchange Commission
and any state securities commission.
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment to Registrant's Registration Statement has been signed
below by the following persons in the capacities and on the dates indicated.
Signatures Title Date
- ----------- ----- ----
/s/John J. Pileggi
- ----------------------- President and June 28, 1996
John J. Pileggi Treasurer
by James P. Wallin
Attorney - In - Fact
/s/ Laurence B. Ashkin
- ----------------------- Trustee June 28, 1996
Laurence B. Ashkin
by James P. Wallin
Attorney - In - Fact
/s/Foster Bam
- ----------------------- Trustee June 28, 1996
Foster Bam
by James P. Wallin
Attorney - In - Fact
/s/James S. Howell
- ----------------------- Trustee June 28, 1996
James S. Howell
by James P. Wallin
Attorney - In - Fact
/s/Gerald M. McDonnell
- ----------------------- Trustee June 28, 1996
Gerald M. McDonnell
by James P. Wallin
Attorney - In - Fact
/s/Thomas L. McVerry
- ----------------------- Trustee June 28, 1996
Thomas L. McVerry
by James P. Wallin
Attorney - In - Fact
/s/William Walt Pettit
- ----------------------- Trustee June 28, 1996
William Walt Pettit
by James P. Wallin
Attorney - In - Fact
/s/Russell A. Salton, III, M.D
- ------------------------------ Trustee June 28, 1996
Russell A. Salton, III, M.D
by James P. Wallin
Attorney - In - Fact
/s/Michael S. Scofield
- ----------------------- Trustee June 28, 1996
Michael S. Scofield
by James P. Wallin
Attorney - In - Fact
<PAGE>
INDEX TO EXHIBITS
Exhibit
Number Description
10 Opinion of Counsel
James P. Wallin
2500 Westchester Avenue
Purchase, New York 10577
Evergreen Lexicon Fund
2500 Westchester Avenue
Purchase, New York 10577
Dear Sirs:
Evergreen Lexicon Fund, a Massachusetts business trust (the "Fund"), is
filing with the Securities and Exchange Commission a Post-Effective Amendment to
its Registration Statment on Form N-1A (the "Amendment") for the purpose of
registering additional shares pursuant to Rule 24e-2 under the Investment
Company Act of 1940 (the "Rule"). The effect of the Amendment, when accompanied
by the filing fee payable as prescribed by paragraph (c) of the Rule and by this
Opinion, will be to register additional of shares of beneficial interest of the
EVERGREEN INTERMEDIATE-TERM BOND FUND and EVERGREEN INTERMEDIATE-TERM GOVERNMENT
SECURITIES FUND series of the Fund (the "Shares") in the amounts set forth on
the facing page of the Amendment.
I have, as counsel, participated in various proceedings relating to the
Fund and to the Amendment. 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 Amendment being filed by the Fund. I am generally
familiar with the business affairs of the Fund.
The Fund has advised me that the Shares will only be sold in the manner
contemplated by the prospectus of the Fund current at the time of sale, and that
the Shares will only be 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 Shares will be, when
issued, 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 Amendment, 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>
