Evergreen Asset Management Corp.
2500 Westchester Avenue
Purchase, New York 10577-2555
914-694-2020
May 16, 1995.
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Rule 24f-2 Notice for the EVERGREEN FIXED-INCOME TRUST
for the Fiscal Year Ended March 31, 1995
Investment Company File No. 811-7246
Registration Statement File No. 33-52880
Gentlemen:
In accordance with the provisions of Rule 24f-2, the Evergreen
Fixed-Income Trust hereby files its Rule 24f-2 Notice on behalf of its sole
portfolio, the Evergreen U.S. Government Securities Fund (the "Fund").
This notice is being filed for the Fund pursuant to Regulation Sec.
270.24f-2 (the "Regulation") promulgated pursuant to the Investment Company Act
of 1940, as amended, with respect to the four classes of Shares of Beneficial
Interest, designated Class A, Class B, Class C and Class Y ("Shares of
Beneficial Interest") of the Fund issued during the fiscal year ended March 31,
1995 (the "Fiscal Year").
During the Fiscal Year, the following Shares
of Beneficial Interest of the Fund were sold: 537,301;
and the following number of Shares of Beneficial
Interest of the Fund were redeemed: 1,028,797.
537,301 Shares of Beneficial Interest of the Fund were sold during the
Fiscal year in reliance upon the registration of an indefinite amount of
securities under Rule 24f-2 ("24f-2 Declaration").
To-date no Shares of Beneficial Interest of the Fund have been registered
under the Securities Act of 1933 other than pursuant to Rule 24f-2.
Attached to this 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, the registration fees for
the Fund amount to $-0-. The fee computation is 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:
(1) The actual agggregate redemption price of the shares redeemed by the
Trust during the Fiscal Year, and
(2) The actual aggregate redemption price of such redeemed shares
previously applied by the Trust pursuant to Rule 24-2(a) in filings made
pursuant to Section 24(e)(1) of the Investment Company Act of 1940.
Evergreen U.S.
Government
Securities Fund
Aggregate Sale Price for Shares Sold During
Fiscal Year in Reliance Upon the 24f-2 Declaration $4,787,333
Reduced by the Difference Between:
(1) Aggregate Redemption Price of Shares
Redeemed During the Fiscal Year and ( 9,002,372)
(2) Aggregate Redemption Price of Redeemed
Shares Previously Applied by Fund Pursuant
to Rule 24e-2(a) Filings Made Pursuant to
Section 2(e)(1) of Investment Company Act
of 1940 -0-
Equals ( 4,215,039)
Fee pursuant to Sec.6(b) of the Securities Act of 1933 X .00034483
---------
Registration Fee -0-
---------
Any questions regarding the matter should be addressed to
Joseph J. McBrien, Esq. at the above address.
Very truly yours,
EVERGREEN FIXED-INCOME TRUST
By:/s/ Donald E. Brostrom
---------------------------------------
Donald E. Brostrom, Assistant Treasurer
Shereff, Friedman, Hoffman & Goodman, LLP
919 Third Avenue
New York, New York 10022
(212) 758-9500
May 24, 1995
Evergreen Fixed-Income Trust
2500 Westchester Avenue
Purchase, New York 10577
Dear Sirs:
On behalf of its sole investment portfolio, The Evergreen U.S.
Government Securities Fund, Evergreen Fixed-Income Trust, a Massachusetts
business trust (formerly The Evergreen Bond 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"). 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 having a par value of $.0001 (the
"Shares") sold by the Fund during the fiscal year ended March 31, 1995 in
reliance upon the Rule (the "Rule 24f-2 Shares").
We have served as counsel to the Fund since its inception in
November, 1986. We have, as counsel, participated in various proceedings
relating to the Fund and to the Rule 24f-2 Shares. We have examined a
Certificate of Good Standing issued by the Secretary of State of The
Commonwealth of Massachusetts dated May 23, 1995 and 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 its Trustees and other
documents relating to its organization and operation. We have also reviewed the
form of the Rule 24f-2 Notice being filed by the Fund. We are generally familiar
with the business affairs of the Fund.
The Fund has advised us 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.
<PAGE>
The Evergreen Fixed-Income Trust
May 23, 1995
Page 2
Based upon the foregoing, it is our opinion that:
The Fund has been duly organized and is legally existing under the laws of
The Commonwealth of Massachusetts.
The Fund is authorized to issue an unlimited number of Shares.
The Rule 24f-2 Shares were legally issued and are fully paid and non-
assessable. However, we 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.
We 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.
We are members of the Bar of the State of New York and do not hold
ourselves 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. We note that we
are 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 our 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/ Shereff, Friedman, Hoffman & Goodman, LLP
Shereff, Friedman, Hoffman & Goodman, LLP
