24F-2NT

                        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 INVESTMENT TRUST (formerly First Union Funds)
         on behalf of its First Union Money Market Portfolio
         and First Union  Tax-Free  Money Market Portfolio
         for the period of such series ended July 7, 1995
         Registration No. 2-94560; Investment Company File No. 811-4154

Gentlemen:

     In accordance with the provisions of Rule 24f-2,  the Evergreen  Investment
Trust  (formerly First Union Funds) hereby files its Rule 24f-2 Notice on behalf
of two of its series, the First Union Tax-Free Money Market Portfolio ("Tax-Free
Money Market"), and First Union Money Market Portfolio (" Money Market").

     This "Rule 24f-2 Notice" is being filed for the fiscal period ended July 7,
1995  ("Fiscal  Year") for the  Tax-Free  Money Market and Money Market funds.
These series  terminated on that day as a result of their  combination with with
Evergreen  Money  Market  Fund  and  Evergreen Tax-Exempt Money  Market  Fund,
respectively.

     No Shares of Beneficial  Interest of the Tax-Free  Money Market and Money
Market funds 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
the  Tax-Free  Money Market and Money Market funds 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 the
Tax-Free  Money  Market  and Money  Market  funds  were  sold:  845,333,794  and
955,380,916,  respectively;  and the  following  number of shares of  beneficial
interest of the Tax-Free  Money  Market and Money  Market  funds were  redeemed:
1,263,267,711 and 1,076,564,833, respectively.

     845,333,794 and 955,380,916  shares of beneficial  interest of the Tax-Free
Money Market and Money Market funds,  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  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:





                                                   -2-

Securities and Exchange Commission                           September 7, 1995.


     (1) The actual aggregate redemption price of the shares of Tax-Free Money
Market and Money Market 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 Tax-Free  Money Market and Money
Market 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.


                             Tax-Free
                             Money Market     Money Market      Total
                                                       

Aggregate Sale Price for
Shares Sold During Fiscal
Year in Reliance upon the
 24f-2 Declaration            $  845,333,794   $  955,380,916    $1,800,714,710

Reduced by the
      Difference Between:

(1)  Aggregate Redemption
     Price of Shares
     Redeemed During the
     Fiscal Year             ($1,263,267,711) ($1,076,564,833)  ($2,339,832,544)
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    $         0        $         0 

Equals                       ($1,263,267,711) ($1,076,564,833)  ($2,339,832,544)

     Net aggregate proceeds 
     from sales and re-
     demptions of Shares:    ($  417,933,917) ($ 121,183,917)   ($  539,117,834)

Fee pursuant to Sec.6(b) of
the Securities Act of 1933                                         / .0002900 
                                                                 -------------
                                                                            $0
                                                                 =============
Registration Fees             



         Any  questions regarding the matter should be addressed to Joseph J.
McBrien, Esquire at the above address.

                                         Very truly yours,

                                          EVERGREEN INVESTMENT TRUST



                                            By: /s/ John J. Pileggi
                                             -------------------------------
                                               John J. Pileggi
                                               President and Treasurer


[SEAL]

EX-1

                              JAMES P. WALLIN, ESQ.
                             2500 WESTCHESTER AVENUE
                            Purchase, New York 10577




                                                  
                                                        September 7, 1995


Evergreen Investment Trust
2500 Westchester Avenue
Purchase, New York 10577

Dear Sirs:

     Evergreen Investment 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  Tax-Free  Money Market
Fund ("Tax-Free Money Market"),  and Evergreen Tax-Free Money Market Fund ("
Money Market") 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
                                                ---------------------
                                                  James P. Wallin