SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [ ]
Pre-Effective Amendment No. 1 [X]
Post-Effective Amendment No. __ [ ]
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [ ]
Amendment No. 1 [X]
EVERGREEN SELECT EQUITY TRUST
(Exact Name of Registrant as Specified in Charter)
200 Berkeley Street, Boston, Massachusetts 02116-5034
(Address of Principal Executive Offices)
(617) 210-3200
(Registrant's Telephone Number)
Dorothy E. Bourassa, Esq.
200 Berkeley Street
Boston, Massachusetts 02116-5034
(Name and Address of Agent for Service)
Registrant declares that it hereby elects pursuant to Rule 24f-2
promulgated under the Investment Company Act of 1940 to register by this
Registration Statement an indefinite number or amount of its securities under
the Securities Act of 1933, as amended.
Approximate Date of Proposed Offering:
As soon as practicable after the effective date
of the Registration Statement.
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant shall
file a further amendment that specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until this Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
<PAGE>
EVERGREEN SELECT EQUITY TRUST
CONTENTS OF
PRE-EFFECTIVE AMENDMENT NO. 1 ON
FORM N-1A
This Pre-Effective Amendment No. 1 on Form N-1A of the Registrant consists
of the following pages, items of information and documents, together with the
exhibits indicated in Part C as being filed herewith:
Facing Sheet
Contents Page
Cross-Reference Sheet
PART A
Prospectus(es) of Evergreen Select Common Stock Fund,
Evergreen Select Equity Income Fund,
Evergreen Select Large Cap Blend Fund,
Evergreen Select Strategic Growth Fund,
Evergreen Select Strategic Value Fund,
Evergreen Select Small Company Value Fund and
Evergreen Select Social Principles Fund
Evergreen Select Balanced Fund
Evergreen Select Diversified Value Fund
PART B
Statement of Additional Information
PART C
Exhibits
Number of Security Holders
Indemnification
Business and Other Connections of Investment Advisers
Principal Underwriter
Location of Accounts and Records
Signatures
<PAGE>
EVERGREEN SELECT EQUITY TRUST
CROSS REFERENCE SHEET
Pursuant to Rule 481(a) under the Securities Act of 1933
ITEM OF PART A OF FORM N-1A LOCATION IN PROSPECTUS
1. Cover Page Cover Page
2. Synopsis and Fee Table Expenses
3. Condensed Financial Information Not applicable
4. General Description of Registrant Cover Page; Fund Descriptions;
Fund Details
5. Management of the Fund Fund Details
6. Capital Stock and Other Securities Fund Descriptions
7. Purchase of Securities Being Offered Buying and Selling Shares
8. Redemption or Repurchase Buying and Selling Shares
9. Pending Legal Proceedings Not Applicable
LOCATION IN STATEMENT OF
ITEM IN PART B OF FORM N-1A ADDITIONAL INFORMATION
10. Cover Page Cover Page
11. Table of Contents Table of Contents
12. General Information and History Not Applicable
13. Investment Objectives and Policies Investment Policies
14. Management of the Fund Management of the Trust
15. Control Persons and Principal Not applicable
Holders of Securities
16. Investment Advisory and Other Services Investment Advisory and Other
Services
17. Brokerage Allocation Brokerage Allocation and Other
Practices
18. Capital Stock and Other Securities Capital Stock and Other
Securities
19. Purchase, Redemption and Pricing of Purchase, Redemption and Pricing
of Securities Being Offered of Securities Being Offered
20. Tax Status Not applicable
21. Underwriters Principal Underwriter
22. Calculation of Performance Data Calcuation of Performance Data
23. Financial Statements Financial Statements
<PAGE>
EVERGREEN SELECT EQUITY TRUST
PART A
PROSPECTUS(ES)
<PAGE>
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PROSPECTUS , 1997
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EVERGREEN SELECT EQUITY TRUST [Evergreen Logo Appears Here]
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Evergreen Select Strategic Value Fund
Evergreen Select Diversified Value Fund
Evergreen Select Large Cap Blend Fund
Evergreen Select Common Stock Fund
Evergreen Select Strategic Growth Fund
Evergreen Select Equity Income Fund
Evergreen Select Small Company Value Fund
Evergreen Select Social Principles Fund
Evergreen Select Balanced Fund
(Each a "Fund," together the "Funds")
INSTITUTIONAL SHARES
This prospectus explains important information about the Institutional
Shares of the Evergreen Select Equity Trust, including information on how the
Funds invest and services available to shareholders. Please read this
prospectus before investing, and keep it for future reference.
When you consider investing in a Fund, remember that the higher the risk
of losing money, the higher the potential reward. The reverse is also generally
true: the lower the risk, the lower the potential reward.
By itself, no Fund is a complete investment plan. When considering an
investment in any of the Funds, remember to consider your overall investment
objectives and any other investments you own. You should also carefully
evaluate your ability to handle the risks posed by your investment in the
Funds. You can find information on the risks associated with investing in the
Funds under the section called "Fund Descriptions."
To learn more about the Evergreen Select Equity Trust, ask for a copy of
the Funds' statement of additional information ("SAI") dated , 1997. The
Funds have filed the SAI with the Securities and Exchange Commission and have
incorporated it by reference (legally included it) into this prospectus. If you
would like a free copy of the SAI, call 1-800-633-2700.
Please remember that shares of the Funds are:
o Not deposits or obligations of any bank.
o Not endorsed or guaranteed by any bank.
o Not insured or otherwise protected by the Federal Deposit Insurance
Corporation or any other agency.
o Subject to investment risks, including possible loss of the principal amount.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
TABLE OF CONTENTS
----------------
<TABLE>
<CAPTION>
<S> <C>
EXPENSES 3
FUND DESCRIPTIONS 4
Investment Objectives 4
Securities and Investment Practices
Used By Each Fund 5
BUYING AND SELLING SHARES 7
How To Buy Shares 7
How to Redeem Shares 8
Additional Transaction Policies 9
Exchanges 9
Dividends 9
Taxes 10
Shareholder Services 10
FUND DETAILS 10
Fund Organization and Service
Providers 10
Other Information And Policies 14
Fund Performance 15
</TABLE>
2
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EXPENSES
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The tables and examples below are designed to help you understand the
various expenses that you will bear, directly or indirectly, when you invest in
the Funds. Shareholder transaction expenses are fees paid directly from your
account when you buy or sell shares of a Fund. There are no shareholder
transaction expenses.
Annual operating expenses reflect the normal operating expenses of a Fund,
and include costs such as management, distribution and other fees. The table
below shows the Funds' estimated annual operating expenses for the fiscal
period ending June 30, 1998. Each Fund's example shows what you would pay if
you invested $1,000 over the periods indicated. The examples assume that you
reinvest all of your dividends and that each Fund's average annual return will
be 5%. The examples are for illustration purposes only and should not be
considered a representation of past or future expenses or annual return. The
Funds' actual expenses and returns will vary. For a more complete description
of the various costs and expenses borne by the Funds see "Fund Details."
<TABLE>
<CAPTION>
Total Operating
Expenses (After
Annual Fund Operating Expenses Management 12b-1 Other Expense Waivers or
(as a percentage of average daily net assets) Fees(1) Fees Expenses Reimbursements)(1)
<S> <C> <C> <C> <C>
Evergreen Select Strategic Value Fund 0.60% None 0.15% 0.75%
Evergreen Select Diversified Value Fund 0.50% None 0.11% 0.61%
Evergreen Select Large Cap Blend Fund 0.60% None 0.11% 0.71%
Evergreen Select Common Stock Fund 0.60% None 0.10% 0.70%
Evergreen Select Strategic Growth Fund 0.60% None 0.12% 0.72%
Evergreen Select Equity Income Fund 0.60% None 0.17% 0.77%
Evergreen Select Small Company Value Fund 0.80% None 0.20%1 1.00%
Evergreen Select Social Principles Fund 0.70% None 0.16% 0.86%
Evergreen Select Balanced Fund 0.50% None 0.11% 0.61%
Example of Fund Expenses 1 year 3 years
Evergreen Select Strategic Value Fund $ 8 $ 24
Evergreen Select Diversified Value Fund $ 6 $ 20
Evergreen Select Large Cap Blend Fund $ 7 $ 23
Evergreen Select Common Stock Fund $ 7 $ 22
Evergreen Select Strategic Growth Fund $ 7 $ 23
Evergreen Select Equity Income Fund $ 8 $ 25
Evergreen Select Small Company Value Fund $ 10 $ 32
Evergreen Select Social Principles Fund $ 9 $ 27
Evergreen Select Balanced Fund $ 6 $ 20
</TABLE>
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(1) Each Fund's investment adviser has voluntarily agreed to waive 0.10% of each
Fund's investment advisory fee. Without such waivers, each management fee
set forth above would be 0.10% higher. The investment advisers currently
intend to continue this expense waiver through November 30, 1998; however,
each may modify or cancel its expense waiver at any time. No expense waiver
is currently in effect for Evergreen Select Balanced Fund and Evergreen
Select Diversified Value Fund. See "Fund Details" for more information. In
addition, the investment adviser to Evergreen Select Small Company Value
Fund has limited that Fund's Other Expenses to 0.20%. Absent expense waivers
and/or reimbursements, the Total Operating Expenses for each of the Funds
would be as follows:
3
<TABLE>
<CAPTION>
Fund Total Fund Operating Expenses
<S> <C>
Evergreen Select Strategic Value Fund 0.85%
Evergreen Select Diversified Value Fund 0.71%
Evergreen Select Large Cap Blend Fund 0.81%
Evergreen Select Common Stock Fund 0.80%
Evergreen Select Strategic Growth Fund 0.82%
Evergreen Select Equity Income Fund 0.87%
Evergreen Select Small Company Value Fund 1.10%
Evergreen Select Social Principles Fund 0.96%
Evergreen Select Balanced Fund 0.71%
</TABLE>
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FUND DESCRIPTIONS
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INVESTMENT OBJECTIVES
Evergreen Select Strategic Value Fund seeks long-term capital appreciation
with current income as a secondary objective. The Fund invests primarily in the
equity securities of large companies (i.e., a company with a market
capitalization of over $5 billion at the time of investment) and mid-size U.S.
companies (i.e., companies with market capitalizations of over $1 billion but
less than $5 billion at the time of investment). Generally selected are stocks
that the Fund's investment adviser believes are undervalued relative to their
true values and exhibit positive trends in their underlying operations and
earnings expectations.
Evergreen Select Diversified Value Fund seeks long-term capital
appreciation with current income as a secondary objective. Normally, the Fund
invests primarily in equity securities of U.S. companies with prospects for
earnings growth and dividends.
Evergreen Select Large Cap Blend Fund seeks to achieve long-term capital
growth. The Fund invests primarily in the equity securities of large companies.
The Fund's stock selection is based on a diversified style of equity management
that allows it to invest in both value and growth-oriented equity securities.
Evergreen Select Common Stock Fund seeks long-term capital appreciation.
The Fund invests primarily in common stocks of U.S. companies. The Fund's stock
selection is based on a diversified style of equity management that allows it
to invest in both value and growth-oriented equity securities.
Evergreen Select Strategic Growth Fund seeks long-term capital
appreciation. The Fund invests primarily in the equity securities of large and
mid-size U.S. companies, which, in the opinion of the Fund's adviser,
demonstrate the potential for superior and sustainable earnings growth.
Evergreen Select Equity Income Fund seeks high current income as a primary
investment objective, and long-term capital appreciation as a secondary
objective. The Fund invests primarily in equity securities that are generally
characterized by having below-average price to earnings ratios and higher
dividend yields relative to their industry groups. The Fund's stock selection
is based on a diversified style of equity management that allows it to invest
in both value and growth-oriented equity securities.
Evergreen Select Small Company Value Fund seeks capital appreciation. The
Fund invests primarily in the equity securities of small companies (i.e., a
company with a market capitalization of $1 billion or less at the time of
investment). The Fund invests in stocks of companies it believes the market has
temporarily undervalued in relation to such factors as the company's assets,
cash flow or earnings potential. The Fund selects securities it thinks will
rise in value sooner than most observers anticipate, increasing the value of
Fund shares.
Evergreen Select Social Principles Fund seeks to provide long-term capital
growth. The Fund invests in the equity securities of mid-size companies that
respect human rights, play a role in local communities and produce useful
products in an environmentally sound way. The Fund will not invest in companies
that produce liquor, tobacco, weapons or nuclear energy.
Evergreen Select Balanced Fund seeks long-term total return through
capital appreciation, dividends and interest income. The Fund invests in common
and preferred stocks for growth and fixed income securities to provide a stable
income flow.
4
Each Fund's investment objective(s) is nonfundamental. As a result, a Fund
may change its objective(s) without a shareholder vote. Each Fund has also
adopted certain fundamental investment policies which are mainly designed to
limit a Fund's exposure to risk. A Fund's fundamental policies cannot be
changed without a shareholder vote. See the SAI for more information regarding
a Fund's fundamental investment policies or other related investment policies.
SECURITIES AND INVESTMENT PRACTICES USED BY EACH FUND
You can find more information about the types of securities in which a
Fund may invest, the types of investment techniques a Fund may employ in
pursuit of its objective and a summary of related risks set forth below. The
Funds' SAI contains additional information about these investments and
investment techniques.
Equity Securities. Each Fund, with the exception of Evergreen Select Balanced
Fund, invests primarily in common stocks. A common stock represents an equity
(ownership) interest in a corporation. Each Fund expects to profit from stocks
primarily by (1) selling shares at a higher price than it paid and (2) earning
dividends. It is anticipated that the Evergreen Select Balanced Fund's asset
allocation will range between 40-75% in common and preferred stocks, 25-50% in
fixed income securities (including some convertible securities) and 0-25% in
cash equivalents.
Each Fund may invest in convertible securities. Convertible securities are
corporate securities that can be exchanged for a different type of corporate
security. Convertible securities normally purchased by the Funds are
convertible preferred stocks and convertible bonds, both of which can be
exchanged for common stocks.
Investments in stocks are subject to market risk, which is the possibility
that stock prices in general will decline over short or even extended periods.
Stock markets tend to move in cycles, with periods of rising stock prices and
periods of falling stock prices. Also, investing in small companies involves
greater risk than investing in larger companies. Small company stock prices can
rise very quickly and drop dramatically in a short period of time. This
volatility results from a number of factors, including reliance by such
companies on limited product lines, markets, and financial and management
resources. These and other factors may make small companies more susceptible to
setbacks or downturns. These companies may experience higher rates of
bankruptcy or other failures than larger companies. They may be more likely to
be negatively affected by changes in management. In addition, the stock of
small companies may be less marketable than larger companies.
Debt Securities. Evergreen Select Balanced Fund may invest in bonds or other
instruments used by corporations or governments to borrow money from investors,
including all kinds of convertible securities. When the Fund buys a debt
security, it expects to earn a variable or fixed rate of interest and it
expects the issuer to repay the amount borrowed at maturity. Some debt
securities, such as zero coupon bonds, do not pay current interest, but are
purchased at a discount from their face values. The main risks of investing in
debt securities are:
o Interest Rate Risk: The risk that a bond's prices will fall when
interest rates rise, and vice versa. Debt securities have varying levels
of sensitivity to interest rates. Longer-term bonds are generally more
sensitive to changes in interest rates than short term bonds.
o Credit Risk: The chance that the issuer of a bond will have its credit
rating downgraded or will default (fail to make scheduled interest and
principal payments), potentially reducing the Fund's income and/or share
price.
Debt securities have varying degrees of quality. Investment grade bonds
are generally rated within the three highest grades as determined by Standard &
Poor's Ratings Group ("S & P") (AAA, AA, or A), Moody's Investors Service
("Moody's") (Aaa, Aa, or A), or Fitch Investors Service, L.P. ("Fitch") (AAA,
AA, or A) or their respective equivalent ratings or, if not rated or rated by
another system, determined by the Fund's adviser to be of equivalent credit
quality to securities so rated. Bonds rated A or above are regarded as having a
strong capacity to pay interest and repay principal. However, adverse economic
conditions or changing circumstances may to lead to a weakened capacity to pay
interest and repay principal compared to higher-rated bonds.
5
The Fund is not required to sell or otherwise dispose of any security that
loses its rating or has its rating reduced after the Fund has purchased it.
Also, if S&P, Moody's or Fitch changes its ratings system, each Fund will try
to use comparable ratings as standards according to the Fund's investment
objectives and policies.
United States ("U.S.") Government Securities. U.S. government securities are
debt securities that are issued or guaranteed by the U.S. Treasury or by an
agency or instrumentality of the U.S. government. Some U.S. government
securities, such as Treasury bills, notes and bonds, are supported by the full
faith and credit of the U.S. Others, however, are supported only by the credit
of the instrumentality or by the right of the instrumentality to borrow from the
U.S. government.
While U.S. government securities are guaranteed as to principal and
interest, their market value is not guaranteed. Generally, U.S. government
securities are subject to the same interest rate and credit risks as other
fixed-income securities. However, since U.S. government securities are of the
highest credit quality, the credit risk is minimal. The U.S. government does
not guarantee the net asset value of the Funds' shares.
Municipal Securities. Municipal securities include municipal bonds, notes and
commercial paper obligations that are obligations issued by or on behalf of
States of the U.S., territories and possessions of the U.S., the District of
Columbia and their political sub-divisions, agencies and instrumentalities.
Municipal bonds include fixed, variable or floating rate general obligations
and revenue bonds (including municipal lease obligations and resource recovery
bonds). Municipal notes include tax anticipation notes, bond anticipation notes
and revenue anticipation notes. Municipal commercial paper obligations are
unsecured promissory notes issued by municipalities to meet short-term credit
needs.
Mortgage-Backed Securities. A mortgage-backed security represents an interest
in a "pool" of commercial or residential mortgages. Payments of interest and
principal made by the individual borrowers on the mortgages that underlie the
securities are passed through to the Fund. Each Fund may invest in
mortgage-backed securities and other complex asset backed securities, including
collateralized mortgage obligations and stripped mortgage-backed securities.
Early repayment of the mortgages underlying the securities may expose a
Fund to a lower rate of return when it reinvests the principal. The rate of
prepayments will affect the price and volatility of the mortgage-backed
security and may have the effect of shortening or extending the effective
maturity beyond what the Fund anticipated at the time of purchase.
Like other debt securities, changes in interest rates generally affect the
value of a mortgage-backed security. Additionally, some mortgage-backed
securities may be structured so that they may be particularly sensitive to
interest rates and difficult to predict.
Derivatives. Derivatives are financial contracts whose value is based on an
underlying asset, such as a stock or a bond, or an underlying economic factor,
such as an index or an interest rate. Each Fund may purchase put and call
options, write covered put and call options, enter into futures contracts and
use options on futures contracts. The Funds may use futures and options for
hedging purposes only, not for speculation.
Losses from derivatives can sometimes be substantial. This is true partly
because small price movements in the underlying asset can result in immediate
and substantial gains or losses in the value of the derivative. Derivatives can
also cause a Fund to lose money if the Fund fails to correctly predict the
direction in which the underlying asset or economic factor will move.
6
Borrowing. Each Fund may borrow from banks in an amount up to 33 1/3% of its
total assets, taken at market value. A Fund may only borrow as a temporary
measure for extraordinary or emergency purposes such as the redemption of Fund
shares. A Fund will not purchase securities while borrowings are outstanding
except to exercise prior commitments and to exercise subscription rights.
Securities Lending. To generate income and offset expenses, each Fund may lend
securities to broker-dealers and other financial institutions. Loans of
securities by a Fund may not exceed 30% of the value of the Fund's total
assets. While securities are on loan, the borrower will pay the Fund any income
accruing on the security. Also, the Fund may invest any collateral it receives
in additional securities.
Gains or losses in the market value of a lent security will affect a Fund
and its shareholders. When a Fund lends its securities, it runs the risk that
it could not retrieve the securities on a timely basis, possibly losing the
opportunity to sell the securities at a desirable price. Also, if the borrower
files for bankruptcy or becomes insolvent, the Fund's ability to dispose of the
securities may be delayed.
Repurchase Agreements. Each Fund may enter into repurchase agreements. A
repurchase agreement is an agreement by a Fund to purchase a security and sell
it back for a specified price. The repurchase price reflects an agreed-upon
interest rate for the time period of the agreement. A Fund's risk is the
inability of the seller to pay the agreed-upon price at delivery date. However,
such risk is tempered by the ability of a Fund to sell the security in the open
market in case of default. In such a case, a Fund may incur costs in disposing
of the security which would increase Fund expenses.
Reverse Repurchase Agreements. Each Fund may enter into reverse repurchase
agreements. A reverse repurchase agreement is an agreement by a Fund to sell a
security and repurchase it at a specified time and price. A Fund could lose
money if the market value of the securities it sold declines below their
repurchase price. Reverse repurchase agreements may be considered a form of
borrowing, and, therefore, a form of leverage. Leverage may magnify gains or
losses of a Fund.
Investing in Securities of Other Investment Companies. The Funds may invest in
securities of other investment companies. Each Fund's investment adviser will
waive its investment advisory fee on assets invested in securities of other
open-end investment companies.
When-Issued, Delayed-Delivery and Forward Commitment Transactions. Each Fund
may enter into transactions whereby it commits to buying a security, but does
not pay for or take delivery of the security until some specified date in the
future. The value of these securities is subject to market fluctuation during
this period and no income accrues to a Fund until settlement. At the time of
settlement, a when-issued security may be valued at less than its purchase
price. When entering into these transactions, a Fund relies on the other party
to consummate the transaction; if the other party fails to do so, the Fund may
be disadvantaged.
Temporary Defensive Investments. Each Fund may invest for temporary defensive
purposes up to 100% of its assets in short-term obligations. Such obligations
may include master demand notes, commercial paper and notes, bank deposits and
other financial institution obligations.
Other Investment Restrictions. Each Fund has adopted additional investment
restrictions and guidelines that are set forth in the SAI.
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BUYING AND SELLING SHARES
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HOW TO BUY SHARES
Institutional investors may buy Institutional Shares of the Funds through
broker-dealers, banks and certain other financial intermediaries, or directly
through the Fund's distributor, Evergreen Keystone Distributor, Inc. Investors
may purchase Institutional shares at the public offering price, which equals
the class's net asset value per share ("NAV"). See "Offering Price and Other
Purchase Information" below.
Minimum Investment. The minimum initial investment in Institutional Shares is
$1 million, which may be waived in certain situations. There is no minimum
amount required for subsequent purchases.
7
Opening an Account. You may open an account by mailing a signed account
application to the particular Fund c/o Evergreen Keystone Service Company, P.O.
Box 2121, Boston, Massachusetts 02106-2121. You may get an account application
by calling 1-800-633-2700.
Except as provided below, you can only purchase shares by wiring federal
funds to Evergreen Keystone Service Company (the "Service Company"). You may
obtain wiring instructions by calling 1-800-633-2700. When you call, the
Service Company representative will ask you for the following information: name
of authorized person; shareholder name; shareholder account number; name of the
Fund and share class; amount being wired; and wiring bank name.
Offering Price and Other Purchase Information. When you buy a Fund's shares,
you pay its NAV next determined after the Fund receives and accepts your order.
To receive that day's offering price, a Fund must receive and accept your order
by the close of the business day (generally 4:00 p.m. Eastern time); otherwise,
you will receive the next day's offering price. For more information, see "How
the Funds Calculate their NAV."
You may, at a Fund's discretion, pay for shares of a Fund with securities
instead of cash. Additionally, if you want to buy a Fund's shares equal in
amount to $5 million or more the Fund may require you to pay for those shares
with securities instead of cash. A Fund will only accept securities that are
consistent with its investment objective, policies and restrictions. Also, a
Fund will value the securities in the manner described under "How the Funds
Calculate their NAV." Investors who receive a Fund's shares for securities
instead of cash may pay such transaction costs as broker's commissions, taxes
or governmental fees.
HOW TO REDEEM SHARES
You may redeem shares of a Fund by mail, telephone or other types of
telecommunication.
Mail Redemptions. You may redeem shares on each day that the New York Stock
Exchange ("NYSE") is open by mailing a written request to the Service Company
at the following address:
Evergreen Keystone Service Company
P.O. Box 2121
Boston, Massachusetts 02106-2121
The signatures on the written request must be properly guaranteed, as
described below.
How To Redeem By Telephone. You may redeem your shares by calling
1-800-633-2700 between the hours of 9:00 a.m. and 5:00 p.m. (Eastern time) on
each business day. You may also redeem shares by sending a facsimile to
617-210-2708 or by other means of wire communication. You must state the Fund
and class from which you want to redeem, the number or dollar amount of shares
you want to redeem and your account number. The telephone redemption service is
not available to you automatically. You must elect to do so on your account
application.
If you are unable to reach the Funds, or the Service Company by telephone,
you should redeem by mail.
The Service Company will wire your redemption proceeds to the commercial
bank account designated on the account application. If the Service Company
deems it appropriate, it may require additional documentation. Although at
present the Service Company pays the wire costs involved, it reserves the right
at any time to require the shareholder to pay such costs.
Redemption Value and Other Redemption Policies. When you sell shares, you
receive the NAV computed at the close of the NYSE on the day that a Fund
receives your request, if your request is received before 4:00 p.m. Eastern
time. If a Fund receives your redemption request after 4:00 p.m. Eastern time,
you will receive the next day's NAV. Generally, a Fund pays redemption proceeds
within seven days. The Funds may, at any time, change, suspend or terminate any
of the redemption methods described in this prospectus, except redemptions by
mail. For more information, see "How the Funds Calculate their NAV."
The Funds may, at their discretion, pay your redemption proceeds with
securities instead of cash. However, each Fund is obligated to redeem shares
solely in cash, up to the lesser of $250,000 or 1% of a Fund's total net assets
during any ninety day period for any one shareholder. See the SAI for further
details.
8
Except as otherwise noted, neither the Funds, the Service Company nor the
Funds' distributor assumes responsibility for the authenticity of any
instructions received by any of them from a shareholder by telephone. The
Service Company will employ reasonable procedures to confirm that instructions
received over the telephone or otherwise are genuine. Neither the Funds, the
Service Company nor the Funds' distributor will be liable when following
instructions received by telephone or otherwise that the Service Company
reasonably believes to be genuine.
Shareholders may only change information contained in their account
registration (such as the bank account designated to receive wire redemption
proceeds) by writing to the Service Company. Signatures on such written
instructions must be guaranteed, as described below.
ADDITIONAL TRANSACTION POLICIES
How The Funds Calculate Their NAV. A Fund's NAV equals the value of its share
without sales charges. A Fund calculates its NAV by adding up the total value
of its investments and other assets, subtracting its liabilities and then
dividing the result by the number of shares outstanding. The Funds compute
their NAV as of the close of regular trading (generally 4:00 p.m. Eastern time)
on each day that the NYSE is open.
The Funds' assets are valued primarily on the basis of market quotations.
Short-term securities with remaining maturities of sixty days or less for which
quotations are not readily available are valued on the basis of amortized cost.
In addition, securities for which quotations are not readily available are
valued by a method that the Board of Trustees believes accurately reflects fair
value.
Signature Guarantee. For your protection, signatures on stock powers, and
written orders or authorizations must have a signature guarantee. A signature
guarantee can be provided by a U.S. stock exchange member, a bank, or other
persons eligible to guarantee signatures under the Securities Exchange Act of
1934 and the Service Company's policies. The Service Company may waive this
requirement or may require additional documentation in certain cases.
EXCHANGES
You may exchange Institutional Shares of any Fund for Institutional Shares
of any other Evergreen Select Fund. You may exchange your shares through your
broker-dealer, by mail or by telephone. All exchange orders must comply with
the applicable requirements for purchases and redemptions and must include your
account number, the number or value of shares to be exchanged, the class of
shares, and the Funds to and from which you wish to exchange.
Signatures on exchange orders must be guaranteed, as described above.
The Funds reserve the right to change or revoke the exchange privilege of
any shareholder or to limit or revoke any exchange. Currently, you may not make
more than five exchanges in a year or three exchanges in a calendar quarter.
Please read the prospectus of the fund that you want to exchange into
before requesting your exchange.
For federal income tax purposes, an exchange is treated as a sale for
taxable investors.
DIVIDENDS
As a shareholder, you are entitled to your share of earnings on a Fund's
investments. You receive such earnings as either an income dividend or a
capital gains distribution. Income dividends come from the dividends that a
Fund earns from its stocks plus any interest it receives from its bonds. The
Fund realizes a capital gain whenever it sells a security for a higher price
than its tax basis.
Dividend Schedule. Each Fund pays shareholders its net investment income
monthly. Each Fund pays shareholders its net capital gains at least once a
year.
9
Payment Options. Unless you select another option on your account application,
your dividends and capital gains will be reinvested in additional shares of the
same class of the same Fund.
You may elect to receive some or all of your dividends and capital gains
in cash. Should you select this option, a check will be mailed to you or your
agent or trustee no later than seven days after the payment date.
TAXES
Each Fund intends to qualify as a regulated investment company (a "RIC")
under Subchapter M of the Internal Revenue Code of 1986, as amended. As long as
a Fund qualifies as a RIC and distributes substantially all of its net
investment income and capital gains, it will not pay federal income taxes on
the earnings it distributes to shareholders.
Distributions to shareholders, whether taken in cash or reinvested in
shares, are generally considered taxable for federal income tax purposes as
follows:
o Income distributions and net short-term capital gains are taxable as
ordinary income.
o Long-term capital gains distributions are taxable as capital gains,
regardless of how long you have held your shares.
After each calendar year, the Service Company will mail you a statement
indicating which of that year's distributions you should treat as ordinary
income and which you should treat as capital gains. Distributions of income or
capital gains may also be subject to state and local taxes. You should always
consult your tax adviser for specific guidance as to the tax consequences of
your investment in the Funds.
SHAREHOLDER SERVICES
Details on all shareholder services may be obtained from the Service
Company by calling toll free 1-800-633-2700 or by writing to the Service
Company.
Subaccounts. Special processing has been arranged with the Service Company for
banks and other institutions that wish to open multiple accounts (a master
account and subaccounts). An investor wishing to avail himself or herself of
the Service Company's subaccounting facilities will be required to enter into a
separate agreement, with the charges to be determined on the basis of the level
of services to be rendered. Subaccounts may be opened with the initial
investment or at a later date and may be established by an investor with
registration either by name or by number.
- --------------------------------------------------------------------------------
FUND DETAILS
- --------------------------------------------------------------------------------
FUND ORGANIZATION AND SERVICE PROVIDERS
Fund Structure. Each Fund is an investment pool, which invests shareholders'
money towards a specified goal. Each Fund is a diversified series of an
open-end, investment management company, called "Evergreen Select Equity Trust"
(the "Trust"). The Trust is a Delaware business trust organized on September
17, 1997.
Board of Trustees. The Trust is supervised by a Board of Trustees that is
responsible for representing the interests of shareholders. The Trustees meet
periodically throughout the year to oversee each Fund's activities, reviewing,
among other things, the Funds' performance and its contractual arrangements
with various service providers.
Shareholder Rights. All shareholders have equal voting, liquidation and other
rights. Shareholders may exchange shares as described under "Exchanges," but
will have no other preference, conversion, exchange or preemptive rights. When
issued and paid for, your shares will be fully paid and nonassessable. Shares
of the Funds are redeemable, transferable and freely assignable as collateral.
The Trust may establish additional classes or series of shares.
10
The Funds do not hold annual shareholder meetings; a Fund may, however,
hold special meetings for such purposes as electing or removing Trustees,
changing fundamental policies and approving investment advisory agreements or
12b-1 plans. In addition, the Funds are prepared to assist shareholders in
communicating with one another for the purpose of convening a meeting to elect
Trustees. If any matters are to be voted on by shareholders, each share owned
as of the record date for the meeting would be entitled to one vote.
Adviser. The adviser to each Fund, other than the Evergreen Select Small
Company Value Fund, is the First Capital Group ("FCG") of First Union National
Bank ("FUNB"), a subsidiary of First Union Corporation ("First Union"). First
Union and FUNB are located at 301 South College Street, Charlotte, North
Carolina 28288-0630. First Union and its subsidiaries provide a broad range of
financial services to individuals and businesses throughout the United States.
Each Fund, other than the Evergreen Select Small Company Value Fund, pays FCG a
fee for its services as set forth below. FCG's annual advisory fees are
expressed as a percentage of average net assets. In addition, FCG has
voluntarily agreed to reduce its advisory fee by 0.10%, for each Fund it
advises, resulting in the net advisory fees that are also indicated in the table
below.
<TABLE>
<CAPTION>
Fund Advisory Fee Net Advisory Fee
<S> <C> <C>
Evergreen Select Strategic Value Fund 0.70% 0.60%
Evergreen Select Diversified Value Fund 0.50% 0.60%
Evergreen Select Large Cap Blend Fund 0.70% 0.60%
Evergreen Select Common Stock Fund 0.70% 0.60%
Evergreen Select Strategic Growth Fund 0.70% 0.60%
Evergreen Select Equity Income Fund 0.70% 0.60%
Evergreen Select Social Principles Fund 0.80% 0.70%
Evergreen Select Balanced Fund 0.50% 0.60%
</TABLE>
Evergreen Asset Management Corp. ("Evergreen Asset") is the investment
adviser to Evergreen Select Small Company Value Fund. Evergreen Asset is
located at 2500 Westchester Avenue, Purchase, New York 10577 and is also a
subsidiary of First Union. Evergreen Select Small Company Value Fund pays
Evergreen Asset an annual advisory fee equal to 0.90% of average net assets. Of
that amount, Evergreen Asset has voluntarily agreed to reduce its advisory fee
by 0.10%, resulting in a net annual advisory fee of 0.80% of the average net
assets of the fund.
FCG and Evergreen Asset currently intend to continue waiving 0.10% of each
Fund's respective advisory fee, where applicable, through November 30, 1998.
FCG and Evergreen Asset may each modify or cancel its expense waiver at any
time.
Sub-Adviser. With respect to Evergreen Select Small Company Value Fund,
Evergreen Asset has entered into a sub-advisory agreement with Lieber &
Company. Under that agreement, Lieber & Company furnishes Evergreen Asset with
information, investment recommendations, advice and assistance. Evergreen Asset
reimburses Lieber & Company for the direct and indirect costs it incurs while
performing its sub-advisory services. Lieber & Company is located at 2500
Westchester Avenue, Purchase, New York, 10566. Lieber & Company is a subsidiary
of First Union.
Portfolio Managers. Information about the individual portfolio managers
responsible for managing each Fund, including their occupations for the past
five years, is provided below.
- --------------------------------------------------------------------------------
Fund Portfolio Manager(s)
Evergreen Select
Common Stock Fund The portfolio managers of the Fund are Mark C. Sipe, CFA and
Hanspeter Giger, CFA.
Mark C. Sipe, CFA. Mark Sipe joined First Union in 1983 and
has over 19 years of investment management experience. Aside
from co-managing the Fund, he is responsible for the
oversight of equity research efforts and all equity
investment processes.
11
- --------------------------------------------------------------------------------
Fund Portfolio Manager(s)
Hanspeter Giger, CFA. Mr. Giger has 12 years of investment
management experience. Aside from co-managing the Fund, he
is responsible for overseeing and coordinating FCG's
Investment Research/Core team. Prior to joining First Union
in 1987, Mr. Giger held a securities analyst position at
Wells Fargo Bank in San Francisco, CA.
Evergreen Select
Equity Income Paul A. DiLella. Paul A. DiLella is a Vice President and
Fund Senior Investment Officer of FUNB. Aside from managing the
Fund, Mr. DiLella has been the portfolio manager of the
Evergreen Utility Fund since 1996. Mr. DiLella joined First
Fidelity Bank in 1982, which was acquired by First Union in
1995, as Vice President and Portfolio Manager of the Asset
Management Group. Mr. DiLella has over 16 years of
investment experience.
Evergreen Select
Large Cap Blend Eric Wiegand is the team leader of a group of four seasoned
Fund investment professionals who manage this Fund. Managing the
Fund along with Mr. Wiegand are Daryl L. Brown, R. Dean
Hawes, Dillon Harris and Steven J. Hoeft.
Eric M. Wiegand. Eric Wiegand is also responsible for
managing the Evergreen Select Social Principles Fund. Prior
to rejoining First Fidelity Bank in 1994, which was
acquired by First Union in 1995, Mr. Wiegand was a Vice
President and Senior Portfolio Manager with PNC Bank in
Philadelphia.
Evergreen Select
Strategic Growth The portfolio managers of the Fund are W. Shannon Reid,
Fund CFA, and Timothy M. Stevenson, CFA.
W. Shannon Reid, CFA. Shannon Reid has over 13 years of
investment experience. His responsibilities include equity
analysis and portfolio management for FUNB's growth-style
equity products. Mr. Reid has been with First Union since
1988.
Timothy M. Stevenson, CFA. Tim Stevenson has over 16 years
of investment experience. Before joining First Union in 1994
to manage growth-style equity products, Tim served as a
research director and portfolio manager for Cedar Hill
Associates, Inc.
Evergreen Select
Strategic Value Timothy O'Grady is the team leader of a group of four
Fund seasoned professionals who manage the Strategic Value Fund.
Managing the Fund along with Mr. O'Grady are J. Donald
Raines, Jack Gray, Elizabeth Smith and Jeffrey Silverman.
Timothy E. O'Grady. Timothy O'Grady joined First Union (then
First Fidelity Bank) in 1986 as portfolio manager in the
Employee Benefit Equity/Balanced Unit of the Capital
Management Group in Newark, NJ. He is also co-manager of the
Select Value Fund.
Evergreen Select
Small Company The portfolio managers for the Fund are Stephen A. Lieber,
Value Fund Gary R. Buesser and Nola M. Falcone, CFA.
Stephen Lieber. Mr. Lieber is Chairman and Co-Chief
Executive Officer of Lieber & Co. and Evergreen Asset
Management Corp. He was the founding Partner of Lieber & Co.
in 1969 and served as Senior Partner until June, 1994. He is
Portfolio Manager of Evergreen Fund, Evergreen Foundation
Fund and Evergreen Tax Strategic Foundation Fund. He was a
founding General Partner of Vanden Broeck, Lieber & Co. from
1956 to 1969.
Gary Buesser. Mr. Buesser joined Lieber & Company as an
analyst in 1996. Previously, he was a Portfolio
Manager/Analyst with Cowen Asset Management and Shearson
Lehman Brothers. Mr. Buesser is currently the Portfolio
Manager of the Evergreen Growth & Income
12
- --------------------------------------------------------------------------------
Fund Portfolio Manager(s)
Fund. Prior to managing the Growth & Income Fund, Mr.
Buesser worked as an associate portfolio manager on the
Evergreen Foundation Fund and as primary manager for pension
and non-profit portfolios. He is a member of the New York
Society of Security Analysts and The Association for
Investment Management and Research.
Nola Falcone, CFA. Nola Falcone is President and Co-Chief
Executive Officer of Lieber & Co. and Evergreen Asset
Management Corp. She was a General Partner of Lieber & Co.
from January, 1981 to June, 1994 and joined Lieber & Co. as
a Senior Portfolio Manager in 1974. She is Portfolio Manager
for Evergreen Income & Growth Fund and Evergreen Small Cap
Equity Fund.
Evergreen Select
Social Principles Eric M. Wiegand. Eric Wiegand also acts as team leader
Fund of the Evergreen Select Large Cap Blend Fund. Prior to
rejoining First Fidelity Bank in 1994, which was acquired by
First Union in 1995, Mr. Wiegand was a Vice President and
Senior Portfolio Manager with PNC Bank in Philadelphia.
Evergreen Select
Balanced Fund R. Dean Hawes manages the Fund's equity portfolio. Rollin C.
Williams is responsible for the fixed income portfolio of the
Fund.
Dean Hawes. Dean Hawes has over 22 years of investment
experience. He is currently portfolio manager of the
Evergreen Balanced Fund and a limited number of
institutional accounts. Mr. Hawes joined First Union from
Merrill Lynch in 1981.
Rollin C. Williams, CFA. Rollin Williams has over 28 years
of investment and banking management experience. In addition
to managing First Union's Diversified Bond Group Trust and
the Evergreen U.S. Government Fund, he is also responsible
for the management of over $2.2 billion in fixed income
portfolios. Before joining First Union, Mr. Williams was the
head of fixed income investment at Dominion Trust Company in
Roanoke, VA. Mr. Williams has been with First Union since
1993 when Dominion was acquired by the bank; he started with
Dominion Trust Company in 1988.
Evergreen Select
Diversified
Value Fund David C. Francis, CFA. David Francis has over 20 years of
equity analysis and investment experience. He is responsible
for directing the institutional investment organization for
the First Union Capital Management Group. Mr. Francis joined
First Union from Federated Investment Counseling, a division
of Federated Investors in Pittsburgh, PA, where he managed
equities for employee benefit and tax-exempt separate
accounts and mutual funds.
Distributor. Evergreen Keystone Distributor, Inc. is each Fund's distributor.
Evergreen Keystone Distributor, Inc. is located at 125 West 55th Street, New
York, New York 10019 and is a subsidiary of The BISYS Group, Inc. Evergreen
Keystone Distributor, Inc. markets the Funds and distributes their shares
through broker-dealers, financial planners and other financial representatives.
Evergreen Keystone Distributor, Inc. is not affiliated with First Union
Corporation.
Transfer Agent. Evergreen Keystone Service Company is each Fund's transfer
agent. Evergreen Keystone Service Company is a subsidiary of First Union and is
located at 200 Berkeley Street, Boston, MA 02116-5034. Evergreen Keystone
Service Company handles shareholder services, including record keeping and
account statements, distribution of dividends and capital gains and processing
of transactions.
13
Administrator. Evergreen Keystone Investment Services, Inc. ("EKIS") serves as
administrator to each Fund. As administrator, and subject to the supervision
and control of the Trust's Board of Trustees, EKIS provides the Funds with
facilities, equipment and personnel. For its services as administrator, EKIS is
entitled to receive a fee based on the aggregate average daily net assets of
the Funds at a rate based on the total assets of all mutual funds advised by
First Union subsidiaries. The administration fee is calculated in accordance
with the following schedule:
<TABLE>
<CAPTION>
Aggregate Average Daily Net Assets Of Mutual Funds For Which Any
Administrative Fee Subsidiary of First Union Serves As Investment Adviser
<S> <C>
0.060 % on the first $7 billion
0.0425% on the next $3 billion
0.035 % on the next $5 billion
0.025 % on the next $10 billion
0.019 % on the next $5 billion
0.014 % on assets in excess of $30 billion
</TABLE>
Sub-administrator. BISYS Fund Services serves as sub-administrator to the
Funds. For its services. BISYS Fund Services is entitled to receive a fee from
EKIS calculated on the aggregate average daily net assets of the Funds at a
rate based on the total assets of all mutual funds adminstered by EKIS for
which First Union subsidiaries also serve as investment adviser. The
sub-administrator fee is calculated in accordance with the following schedule:
<TABLE>
<CAPTION>
Aggregate Average Daily Net Assets Of Mutual Funds Administered
By BISYS For Which Any Subsidiary Of First Union
Sub-Administrative Fee Serves As Investment Adviser
<S> <C>
0.0100% on the first $7 billion
0.0075% on the next $3 billion
0.0050% on the next $15 billion
0.0040% on assets in excess of $25 billion
</TABLE>
OTHER INFORMATION AND POLICIES
Banking Laws. The Glass-Steagall Act and other banking laws and regulations
presently prohibit a bank holding company or its affiliates (a "Bank") from
sponsoring, organizing, controlling, or distributing the shares of a registered
open-end investment company such as each Fund. However, a Bank may act as
investment adviser, transfer agent or custodian to a registered open-end
investment company. A Bank may also purchase shares of such company and pay
third parties for performing these functions.
Securities Transactions. Under policies established by the Trust's Board of
Trustees, each Fund's investment adviser selects broker-dealers to execute
portfolio transactions subject to the receipt of best execution. In so doing,
each Fund's investment adviser may select broker-dealers who are affiliated
with the adviser. Moreover, the Funds may pay higher commissions to
broker-dealers that provide research services, which the adviser may use in
advising the Funds or its other clients.
14
Portfolio Turnover. The estimated annual portfolio turnover rate for each Fund
is not expected to exceed the rate set forth below.
<TABLE>
<CAPTION>
Estimated Annual
Fund Name Portfolio Turnover
<S> <C>
Evergreen Select Strategic Value 35%
Evergreen Select Diversified Value 50%
Evergreen Select Large Cap Blend 75%
Evergreen Select Common Stock 50%
Evergreen Select Strategic Growth 125%
Evergreen Select Equity Income 50%
Evergreen Select Small Cap Value 50%
Evergreen Select Social Principles 75%
Evergreen Select Balanced 100%
</TABLE>
A high rate of portfolio turnover (100% or more) may involve
correspondingly greater brokerage commissions and other transaction costs,
which a Fund and its shareholders must bear. It may also result in the
realization of larger amounts of net short-term capital gains, distributions
from which are taxable to shareholders as ordinary income.
Code of Ethics. Each Fund and its adviser have adopted a code of ethics
incorporating policies on personal securities trading. In general, these codes
of ethics require that certain personnel of the Funds and their advisers (1)
abstain from engaging in certain personal trading practices and (2) report
certain personal trading activities.
Other Classes of Shares. Each Fund, other than Evergreen Select Large Cap Blend
Fund and Evergreen Select Social Principles Fund, offers two classes of shares,
Institutional and Institutional Service. Evergreen Select Large Cap Blend Fund
and Evergreen Select Social Principles Fund each offer three classes of shares,
Charitable, Institutional and Institutional Service. Only Institutional Shares
are offered through this prospectus. Call the Service Company for information
on the other classes of shares, including how to get a prospectus.
FUND PERFORMANCE
Total Return. Total return is the change in value of an investment in a Fund
over a given period, assuming that dividends and capital gains are reinvested
and that recurring charges are deducted. A cumulative total return reflects
actual performance over a stated period of time. An average annual total return
is a hypothetical rate of return that, if achieved annually, would have
produced the same cumulative total return if performance had been constant over
the entire period. Average annual total returns smooth out variations in
performance; they are not the same as actual year-by-year results.
Yield. Yield is the income generated by an investment in a Fund over a given
period of time, expressed as an annual percentage rate. Yields are calculated
according to a standard that is required for all stock and bond Funds. Because
this differs from other accounting methods, the quoted yield may not equal the
income actually paid to shareholders.
Related Performance.
EVERGREEN SELECT STRATEGIC VALUE FUND, EVERGREEN SELECT LARGE CAP BLEND
FUND, EVERGREEN SELECT COMMON STOCK FUND, EVERGREEN SELECT STRATEGIC GROWTH
FUND, EVERGREEN SELECT EQUITY INCOME FUND AND EVERGREEN SELECT SOCIAL PRINCIPLES
FUND. The Funds commenced operations on November __, 1997. On that date, each of
seven common trust funds (each a "CTF") transferred assets to the Fund having
corresponding investment objectives, policies and limitations in exchange for
shares of such Fund. Except for the seed capital provided by Evergreen
Distributor, Inc., each Fund's portfolio of investments on November __, 1997,
was the same as the portfolio of the corresponding CTF immediately prior to the
transfer.
The CTFs are for all practical purposes "predecessors" of the Funds. As a
result, the Trust calculates the performance of each Class of each Fund for
periods commencing before November __, 1997, by including the corresponding
CTF's average annual total return. The CTFs average annual total return is
adjusted to reflect the deduction of fees and expenses applicable to each Class
as stated in the Fee Table of the Funds' initial prospectus that was effective
November __, 1997. These fees and expenses include management fees, Rule 12b-1
fees and certain other Fund expenses adjusted to reflect any expense waivers or
reimbursements.
The quoted performance data includes the performance of the CTFs for periods
before the Trust's Registration Statement became effective. In the case of
Evergreen Select Strategic Growth Fund, where two CTFs transferred assets into
the Fund, performance information provided is for the larger of the two CTFs.
The CTFs were not registered under the 1940 Act and thus were not subject to
certain investment restrictions that are imposed by the 1940 Act. If the CTFs
had been registered under the 1940 Act, their performance might have been
adversely affected. In addition, the CTFs were not subject to the provisions of
the Internal Revenue Code with respect to "regulated investment companies,"
which provisions, if imposed, could have adversely affeted the CTFs'
performance.[Employee benefit plans that invest plan assets in the CTFs may be
subject to certain charges as set forth in their respective Plan Documents.
Total return figures would be lower for the period if they reflected these
charges.]
<TABLE>
<CAPTION>
10 YEARS (OR
SINCE INCEPTION
1 YEAR 3 YEARS 5 YEARS INCEPTION) DATE
<S> <C> <C> <C> <C> <C>
Evergreen Select Strategic Value Fund (Select Value Trust)
Institutional
Institutional Service
Evergreen Select Large Cap Blend Fund (Charitable Equity Trust)
Institutional
Institutional Service
Evergreen Select Common Stock Fund (Common Stock Fund Trust)
Institutional
Institutional Service
Evergreen Select Strategic Growth Fund (Equity Growth Trust)
Institutional
Institutional Service
Evergreen Select Equity Income Fund (Equity Income Trust)
Institutional
Institutional Service
Evergreen Select Social Principles Fund (Social Principles Trust)
Institutional
Institutional Service
</TABLE>
EVERGREEN SELECT SMALL CAP VALUE FUND. Set forth below is composite performance
information relating to the historical performance of actual, fee-paying, fully
discretionary equity accounts managed by Evergreen Asset Management Corp. These
accounts have investment objectives, policies, strategies, and risks
substantially similar to those of Evergreen Select Small Cap Value Fund.
Evergreen Asset Management Corp.'s composite performance data shown below is
presented in accordance with the recommended standards of the Association for
Investment Management and Research (commonly referred to as AIMR) retroactively
applied for all time periods. All returns presented include all dividends and
22186
<PAGE>
interest, accrued income, and realized and unrealized gains and losses. Since
January 1, 1993, all returns include cash and cash equivalents. Prior to January
1, 1993, cash was not allocated for balanced accounts. Securities transactions
are accounted for on the trade date and accrual accounting is utilized. The
composite's returns are calculated on a time-weighted basis.
The performance infomration included below in "Net Fees" is adjusted to reflect
the deduction of fees and expenses applicable to each Class as stated in the Fee
Table of the Fund's initial prospectus that was effective November __, 1997.
These fees and expenses include management fees, Rule 12b-1 fees and certain
other Fund expenses adjusted to reflect any expense waivers or reimbursements.
The investment results of Evergreen Asset Management Corp.'s composite presented
below are unaudited and are not intended to predict or suggest the future
returns of the Fund. The performance data set forth below is provided to
illustrate the past performance of Evergreen Asset Management Corp. in
managing substantially similar accounts and does not represent the performance
of the Fund. Investors should be aware that the use of a methodology different
than that used below to calculate performance could result in different
performance data. The accounts contained in the composite are not subject to the
same type of expenses as the Fund and are not subject to the diversification
requirements, specific tax restrictions, and investment limitations imposed on a
mutual fund by federal law. Consequently, the performance results for such
accounts could have been adversely affected if they had been regulated under
federal laws.
<TABLE>
<CAPTION>
TOTAL ASSETS NO. OF
AT ACCOUNTS 10 YEARS (OR
10/31/97(SM AS OF SINCE INCEPTION
M) FOR AIMR 10/31/97 1 YEAR 3 YEARS 5 YEARS INCEPTION DATE
<S> <C> <C> <C> <C> <C> <C> <C>
Small Cap Value
Composite
Gross Fees
Net Fees
</TABLE>
EVERGREEN SELECT BALANCED FUND AND EVERGREEN SELECT DIVERSIFIED VALUE FUND. The
following total return information is provided with reference to Evergreen
Balanced Fund and Evergreen Value Fund. Evergreen Balanced Fund and Evergreen
Value Fund are registered investment companies managed by the Capital Management
Group of First Union National Bank. Evergreen Balanced Fund and Evergreen Value
Fund have investment objectives, policies and strategies substantially similar
to those of Evergreen Select Balanced Fund and Evergreen Select Diversified
Value Fund, respectively. Past performance of the Evergreen Balanced Fund and
Evergreen Value Fund is no guarantee of the future performance of Evergreen
Select Balanced Fund and Evergreen Select Diversified Value Fund. The
performance information set forth below is provided as of October 31, 1997.
<TABLE>
<CAPTION>
EVERGREEN BALANCED FUND EVERGREEN VALUE FUND
<S> <C> <C>
One Year
Three Year
Five Years
Ten Years (or since inception)
</TABLE>
General. The Funds may include comparative performance information in
advertising or in marketing the Funds' shares. Such information could include
data from Lipper Analytical Services, Inc., Morningstar, Inc., CDS Weisenberger
and Value Line, or other industry publications or various indexes such as the
S&P 500 Index.
15
(This Page Intentionally Left Blank)
Investment Advisers
First Capital Group of First Union National Bank, 201 South College Street,
Charlotte, North Carolina 28288
Evergreen Asset Management Corp., 2500 Westchester Avenue, Purchase, New York
10577
Custodian
State Street Bank and Trust Company, Box 9021, Boston, Massachusetts 02205-9827
Transfer Agent
Evergreen Keystone Service Company, 200 Berkeley Street, Boston, Massachusetts
02116
Legal Counsel
Sullivan & Worcester LLP, 1025 Connecticut Avenue, N.W., Washington, D.C. 20036
Independent Auditors
KPMG Peat Marwick LLP, 99 High Street, Boston, Massachusetts 02110
Distributor
Evergreen Keystone Distributor, Inc., 125 West 55th Street, New York, New York
10019
<PAGE>
- --------------------------------------------------------------------------------
PROSPECTUS , 1997
- --------------------------------------------------------------------------------
(graphic of tree)
EVERGREEN SELECT EQUITY TRUST
- --------------------------------------------------------------------------------
Evergreen Select Strategic Value Fund
Evergreen Select Diversified Value Fund
Evergreen Select Large Cap Blend Fund
Evergreen Select Common Stock Fund
Evergreen Select Strategic Growth Fund
Evergreen Select Equity Income Fund
Evergreen Select Small Company Value Fund
Evergreen Select Social Principles Fund
Evergreen Select Balanced Fund
(Each a "Fund," together the "Funds")
INSTITUTIONAL SERVICE SHARES
This prospectus explains important information about the Institutional
Service Shares of the Evergreen Select Equity Trust, including information on
how the Funds invest and services available to shareholders. Please read this
prospectus before investing, and keep it for future reference.
When you consider investing in a Fund, remember that the higher the risk
of losing money, the higher the potential reward. The reverse is also generally
true: the lower the risk, the lower the potential reward.
By itself, no Fund is a complete investment plan. When considering an
investment in any of the Funds, remember to consider your overall investment
objectives and any other investments you own. You should also carefully
evaluate your ability to handle the risks posed by your investment in the
Funds. You can find information on the risks associated with investing in the
Funds under the section called "Fund Descriptions."
To learn more about the Evergreen Select Equity Trust, ask for a copy of
the Funds' statement of additional information ("SAI") dated , 1997. The
Funds have filed the SAI with the Securities and Exchange Commission and have
incorporated it by reference (legally included it) into this prospectus. If you
would like a free copy of the SAI, call 1-800-343-3453.
Please remember that shares of the Funds are:
o Not deposits or obligations of any bank.
o Not endorsed or guaranteed by any bank.
o Not insured or otherwise protected by the Federal Deposit Insurance
Corporation or any other agency.
o Subject to investment risks, including possible loss of the principal amount.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
TABLE OF CONTENTS
-----------------
<TABLE>
<CAPTION>
<S> <C>
EXPENSES 3
FUND DESCRIPTIONS 4
Investment Objectives 4
Securities and Investment Practices
Used By Each Fund 5
BUYING AND SELLING SHARES 7
How To Buy Shares 7
How to Redeem Shares 8
Additional Transaction Policies 9
Exchanges 9
Dividends 9
Taxes 10
Shareholder Services 10
<CAPTION>
<S> <C>
FUND DETAILS 10
Fund Organization and Service
Providers 10
Other Information And Policies 14
Fund Performance 15
</TABLE>
2
- --------------------------------------------------------------------------------
EXPENSES
- --------------------------------------------------------------------------------
The tables and examples below are designed to help you understand the
various expenses that you will bear, directly or indirectly, when you invest in
the Funds. Shareholder transaction expenses are fees paid directly from your
account when you buy or sell shares of a Fund. There are no shareholder
transaction expenses.
Annual operating expenses reflect the normal operating expenses of a Fund,
and include costs such as management, distribution and other fees. The table
below shows the Funds' estimated annual operating expenses for the fiscal
period ending June 30, 1998. Each Fund's example shows what you would pay if
you invested $1,000 over the periods indicated. The examples assume that you
reinvest all of your dividends and that each Fund's average annual return will
be 5%. The examples are for illustration purposes only and should not be
considered a representation of past or future expenses or annual return. The
Funds' actual expenses and returns will vary. For a more complete description
of the various costs and expenses borne by the Funds see "Fund Details."
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Total Operating
Expenses (After
Annual Fund Operating Expenses Management 12b-1 Other Expense Waivers or
(as a percentage of average daily net assets) Fees1 Fees Expenses Reimbursements)1
Evergreen Select Strategic Value Fund 0.60% 0.25% 0.15% 1.00%
Evergreen Select Diversified Value Fund 0.50% 0.25% 0.11% 0.86%
Evergreen Select Large Cap Blend Fund 0.60% 0.25% 0.11% 0.96%
Evergreen Select Common Stock Fund 0.60% 0.25% 0.10% 0.95%
Evergreen Select Strategic Growth Fund 0.60% 0.25% 0.12% 0.97%
Evergreen Select Equity Income Fund 0.60% 0.25% 0.17% 1.02%
Evergreen Select Small Company Value Fund 0.80% 0.25% 0.20%1 1.25%
Evergreen Select Social Principles Fund 0.70% 0.25% 0.16% 1.11%
Evergreen Select Balanced Fund 0.50% 0.25% 0.11% 0.86%
Example of Fund Expenses 1 year 3 years
Evergreen Select Strategic Value Fund $ 10 $ 32
Evergreen Select Diversified Value Fund $ 9 $ 27
Evergreen Select Large Cap Blend Fund $ 10 $ 31
Evergreen Select Common Stock Fund $ 10 $ 30
Evergreen Select Strategic Growth Fund $ 10 $ 31
Evergreen Select Equity Income Fund $ 10 $ 32
Evergreen Select Small Company Value Fund $ 13 $ 40
Evergreen Select Social Principles Fund $ 11 $ 35
Evergreen Select Balanced Fund $ 9 $ 27
</TABLE>
- --------
(1) Each Fund's investment adviser has voluntarily agreed to waive 0.10% of each
Fund's investment advisory fee. Without such waivers, each management fee
set forth above would be 0.10% higher. The investment advisers currently
intend to continue this expense waiver through November 30, 1998; however,
each may modify or cancel its expense waiver at any time. No expense waiver
is currently in effect for Evergreen Select Balanced Fund and Evergreen
Select Diversified Value Fund. See "Fund Details" for more information. In
addition, the investment adviser to Evergreen Select Small Company Value
Fund has limited that Fund's Other Expenses to 0.20%. Absent expense waivers
and/or reimbursements, the Total Operating Expenses for each of the Funds
would be as follows:
3
<TABLE>
<CAPTION>
<S> <C>
Fund Total Fund Operating Expenses
Evergreen Select Strategic Value Fund 1.10%
Evergreen Select Diversified Value Fund 0.96%
Evergreen Select Large Cap Blend Fund 1.06%
Evergreen Select Common Stock Fund 1.05%
Evergreen Select Strategic Growth Fund 1.07%
Evergreen Select Equity Income Fund 1.12%
Evergreen Select Small Company Value Fund 1.43%
Evergreen Select Social Principles Fund 1.21%
Evergreen Select Balanced Fund 0.96%
</TABLE>
- --------------------------------------------------------------------------------
FUND DESCRIPTIONS
- --------------------------------------------------------------------------------
INVESTMENT OBJECTIVES
Evergreen Select Strategic Value Fund seeks long-term capital appreciation
with current income as a secondary objective. The Fund invests primarily in the
equity securities of large companies (i.e., a company with a market
capitalization of over $5 billion at the time of investment) and mid-size U.S.
companies (i.e., companies with market capitalizations of over $1 billion but
less than $5 billion at the time of investment). Generally selected are stocks
that the Fund's investment adviser believes are undervalued relative to their
true values and exhibit positive trends in their underlying operations and
earnings expectations.
Evergreen Select Diversified Value Fund seeks long-term capital
appreciation with current income as a secondary objective. Normally, the Fund
invests primarily in equity securities of U.S. companies with prospects for
earnings growth and dividends.
Evergreen Select Large Cap Blend Fund seeks to achieve long-term capital
growth. The Fund invests primarily in the equity securities of large companies.
The Fund's stock selection is based on a diversified style of equity management
that allows it to invest in both value and growth-oriented equity securities.
Evergreen Select Common Stock Fund seeks long-term capital appreciation.
The Fund invests primarily in common stocks of U.S. companies. The Fund's stock
selection is based on a diversified style of equity management that allows it
to invest in both value and growth-oriented equity securities.
Evergreen Select Strategic Growth Fund seeks long-term capital
appreciation. The Fund invests primarily in the equity securities of large and
mid-size U.S. companies, which, in the opinion of the Fund's adviser,
demonstrate the potential for superior and sustainable earnings growth.
Evergreen Select Equity Income Fund seeks high current income as a primary
investment objective, and long-term capital appreciation as a secondary
objective. The Fund invests primarily in equity securities that are generally
characterized by having below-average price to earnings ratios and higher
dividend yields relative to their industry groups. The Fund's stock selection
is based on a diversified style of equity management that allows it to invest
in both value and growth-oriented equity securities.
Evergreen Select Small Company Value Fund seeks capital appreciation. The
Fund invests primarily in the equity securities of small companies (i.e., a
company with a market capitalization of $1 billion or less at the time of
investment). The Fund invests in stocks of companies it believes the market has
temporarily undervalued in relation to such factors as the company's assets,
cash flow or earnings potential. The Fund selects securities it thinks will
rise in value sooner than most observers anticipate, increasing the value of
Fund shares.
Evergreen Select Social Principles Fund seeks to provide long-term capital
growth. The Fund invests in the equity securities of mid-size companies that
respect human rights, play a role in local communities and produce useful
products in an environmentally sound way. The Fund will not invest in companies
that produce liquor, tobacco, weapons or nuclear energy.
Evergreen Select Balanced Fund seeks long-term total return through
capital appreciation, dividends and interest income. The Fund invests in common
and preferred stocks for growth and fixed income securities to provide a stable
income flow.
4
Each Fund's investment objective(s) is nonfundamental. As a result, a Fund
may change its objective(s) without a shareholder vote. Each Fund has also
adopted certain fundamental investment policies which are mainly designed to
limit a Fund's exposure to risk. A Fund's fundamental policies cannot be
changed without a shareholder vote. See the SAI for more information regarding
a Fund's fundamental investment policies or other related investment policies.
SECURITIES AND INVESTMENT PRACTICES USED BY EACH FUND
You can find more information about the types of securities in which a
Fund may invest, the types of investment techniques a Fund may employ in
pursuit of its objective and a summary of related risks set forth below. The
Funds' SAI contains additional information about these investments and
investment techniques.
Equity Securities. Each Fund invests primarily in common stocks. A common stock
represents an equity (ownership) interest in a corporation. The Fund expects to
profit from stocks primarily by (1) selling shares at a higher price than it
paid and (2) earning dividends. It is anticipated that the Evergreen Select
Balanced Fund's asset allocation will range between 40-75% in common and
preferred stocks, 25-50% in fixed income securities (including some convertible
securities) and 0-25% in cash equivalents.
Each Fund may invest in convertible securities. Convertible securities are
corporate securities that can be exchanged for a different type of corporate
security. Convertible securities normally purchased by the Funds are
convertible preferred stocks and convertible bonds, both of which can be
exchanged for common stocks.
Investments in stocks are subject to market risk, which is the possibility
that stock prices in general will decline over short or even extended periods.
Stock markets tend to move in cycles, with periods of rising stock prices and
periods of falling stock prices. Also, investing in small companies involves
greater risk than investing in larger companies. Small company stock prices can
rise very quickly and drop dramatically in a short period of time. This
volatility results from a number of factors, including reliance by such
companies on limited product lines, markets, and financial and management
resources. These and other factors may make small companies more susceptible to
setbacks or downturns. These companies may experience higher rates of
bankruptcy or other failures than larger companies. They may be more likely to
be negatively affected by changes in management. In addition, the stock of
small companies may be less marketable than larger companies.
Debt Securities. Evergreen Select Balanced Fund may invest in bonds or other
instruments used by corporations or governments to borrow money from investors,
including all kinds of convertible securities. When the Fund buys a debt
security, it expects to earn a variable or fixed rate of interest and it
expects the issuer to repay the amount borrowed at maturity. Some debt
securities, such as zero coupon bonds, do not pay current interest, but are
purchased at a discount from their face values. The main risks of investing in
debt securities are:
o Interest Rate Risk: The risk that a bond's prices will fall when
interest rates rise, and vice versa. Debt securities have varying levels
of sensitivity to interest rates. Longer-term bonds are generally more
sensitive to changes in interest rates than short term bonds.
o Credit Risk: The chance that the issuer of a bond will have its credit
rating downgraded or will default (fail to make scheduled interest and
principal payments), potentially reducing the Fund's income and/or share
price.
Debt securities have varying degrees of quality. Investment grade bonds
are generally rated within the three highest grades as determined by Standard &
Poor's Ratings Group ("S & P") (AAA, AA, or A), Moody's Investors Service
("Moody's") (Aaa, Aa, or A), or Fitch Investors Service, L.P. ("Fitch") (AAA,
AA, or A) or their respective equivalent ratings or, if not rated or rated by
another system, determined by the Fund's adviser to be of equivalent credit
quality to securities so rated. Bonds rated A or above are regarded as having a
strong capacity to pay interest and repay principal. However, adverse economic
conditions or changing circumstances may to lead to a weakened capacity to pay
interest and repay principal compared to higher-rated bonds.
5
The Fund is not required to sell or otherwise dispose of any security that
loses its rating or has its rating reduced after the Fund has purchased it.
Also, if S&P, Moody's or Fitch changes its ratings system, each Fund will try
to use comparable ratings as standards according to the Fund's investment
objectives and policies.
United States ("U.S.") Government Securities. U.S. government securities are
debt securities that are issued or guaranteed by the U.S. Treasury or by an
agency or instrumentality of the U.S. government. Some U.S. government
securities, such as Treasury bills, notes and bonds, are supported by the full
faith and credit of the U.S. Others, however, are supported only by the credit
of the instrumentality or by the right of the instrumentality to borrow from the
U.S. government.
While U.S. government securities are guaranteed as to principal and
interest, their market value is not guaranteed. Generally, U.S. government
securities are subject to the same interest rate and credit risks as other
fixed-income securities. However, since U.S. government securities are of the
highest credit quality, the credit risk is minimal. The U.S. government does
not guarantee the net asset value of the Funds' shares.
Municipal Securities. Municipal securities include municipal bonds, notes and
commercial paper obligations that are obligations issued by or on behalf of
States of the U.S., territories and possessions of the U.S., the District of
Columbia and their political sub-divisions, agencies and instrumentalities.
Municipal bonds include fixed, variable or floating rate general obligations
and revenue bonds (including municipal lease obligations and resource recovery
bonds). Municipal notes include tax anticipation notes, bond anticipation notes
and revenue anticipation notes. Municipal commercial paper obligations are
unsecured promissory notes issued by municipalities to meet short-term credit
needs.
Mortgage-Backed Securities. A mortgage-backed security represents an interest
in a "pool" of commercial or residential mortgages. Payments of interest and
principal made by the individual borrowers on the mortgages that underlie the
securities are passed through to the Fund. Each Fund may invest in
mortgage-backed securities and other complex asset backed securities, including
collateralized mortgage obligations and stripped mortgage-backed securities.
Early repayment of the mortgages underlying the securities may expose a
Fund to a lower rate of return when it reinvests the principal. The rate of
prepayments will affect the price and volatility of the mortgage-backed
security and may have the effect of shortening or extending the effective
maturity beyond what the Fund anticipated at the time of purchase.
Like other debt securities, changes in interest rates generally affect the
value of a mortgage-backed security. Additionally, some mortgage-backed
securities may be structured so that they may be particularly sensitive to
interest rates and difficult to predict.
Derivatives. Derivatives are financial contracts whose value is based on an
underlying asset, such as a stock or a bond, or an underlying economic factor,
such as an index or an interest rate. Each Fund may purchase put and call
options, write covered put and call options, enter into futures contracts and
use options on futures contracts. The Funds may use futures and options for
hedging purposes only, not for speculation.
Losses from derivatives can sometimes be substantial. This is true partly
because small price movements in the underlying asset can result in immediate
and substantial gains or losses in the value of the derivative. Derivatives can
also cause a Fund to lose money if the Fund fails to correctly predict the
direction in which the underlying asset or economic factor will move.
6
Borrowing. Each Fund may borrow from banks in an amount up to 33 1/3% of its
total assets, taken at market value. A Fund may only borrow as a temporary
measure for extraordinary or emergency purposes such as the redemption of Fund
shares. A Fund will not purchase securities while borrowings are outstanding
except to exercise prior commitments and to exercise subscription rights.
Securities Lending. To generate income and offset expenses, each Fund may lend
securities to broker-dealers and other financial institutions. Loans of
securities by a Fund may not exceed 30% of the value of the Fund's total
assets. While securities are on loan, the borrower will pay the Fund any income
accruing on the security. Also, the Fund may invest any collateral it receives
in additional securities.
Gains or losses in the market value of a lent security will affect a Fund
and its shareholders. When a Fund lends its securities, it runs the risk that
it could not retrieve the securities on a timely basis, possibly losing the
opportunity to sell the securities at a desirable price. Also, if the borrower
files for bankruptcy or becomes insolvent, the Fund's ability to dispose of the
securities may be delayed.
Repurchase Agreements. Each Fund may enter into repurchase agreements. A
repurchase agreement is an agreement by a Fund to purchase a security and sell
it back for a specified price. The repurchase price reflects an agreed-upon
interest rate for the time period of the agreement. A Fund's risk is the
inability of the seller to pay the agreed-upon price at delivery date. However,
such risk is tempered by the ability of a Fund to sell the security in the open
market in case of default. In such a case, a Fund may incur costs in disposing
of the security which would increase Fund expenses.
Reverse Repurchase Agreements. Each Fund may enter into reverse repurchase
agreements. A reverse repurchase agreement is an agreement by a Fund to sell a
security and repurchase it at a specified time and price. A Fund could lose
money if the market value of the securities it sold declines below their
repurchase price. Reverse repurchase agreements may be considered a form of
borrowing, and, therefore, a form of leverage. Leverage may magnify gains or
losses of a Fund.
Investing in Securities of Other Investment Companies. The Funds may invest in
securities of other investment companies. Each Fund's investment adviser will
waive its investment advisory fee on assets invested in securities of other
open-end investment companies.
When-Issued, Delayed-Delivery and Forward Commitment Transactions. Each Fund
may enter into transactions whereby it commits to buying a security, but does
not pay for or take delivery of the security until some specified date in the
future. The value of these securities is subject to market fluctuation during
this period and no income accrues to a Fund until settlement. At the time of
settlement, a when-issued security may be valued at less than its purchase
price. When entering into these transactions, a Fund relies on the other party
to consummate the transaction; if the other party fails to do so, the Fund may
be disadvantaged.
Temporary Defensive Investments. Each Fund may invest for temporary defensive
purposes up to 100% of its assets in short-term obligations. Such obligations
may include master demand notes, commercial paper and notes, bank deposits and
other financial institution obligations.
Other Investment Restrictions. Each Fund has adopted additional investment
restrictions and guidelines that are set forth in the SAI.
- --------------------------------------------------------------------------------
BUYING AND SELLING SHARES
- --------------------------------------------------------------------------------
HOW TO BUY SHARES
Institutional investors may buy Institutional Service Shares of the Funds
through broker-dealers, banks and certain other financial intermediaries, or
directly through the Fund's distributor, Evergreen Keystone Distributor, Inc.
Investors may purchase Institutional Service Shares at the public offering
price, which equals the class's net asset value per share ("NAV"). See
"Offering Price and Other Purchase Information" below.
Minimum Investment. The minimum initial investment in Institutional Service
Shares is $1 million, which may be waived in certain situations. There is no
minimum amount required for subsequent purchases.
7
Opening an Account. You may open an account by mailing a signed account
application to the particular Fund c/o Evergreen Keystone Service Company, P.O.
Box 2121, Boston, Massachusetts 02106-2121. You may get an account application
by calling 1-800-343-3453.
Except as provided below, you can only purchase shares by wiring federal
funds to Evergreen Keystone Service Company (the "Service Company"). You may
obtain wiring instructions by calling 1-800-343-3453. When you call, the
Service Company representative will ask you for the following information: name
of authorized person; shareholder name; shareholder account number; name of the
Fund and share class; amount being wired; and wiring bank name.
Offering Price and Other Purchase Information. When you buy a Fund's shares,
you pay its NAV next determined after the Fund receives and accepts your order.
To receive that day's offering price, a Fund must receive and accept your order
by the close of the business day (generally 4:00 p.m. Eastern time); otherwise,
you will receive the next day's offering price. For more information, see "How
the Funds Calculate their NAV."
You may, at a Fund's discretion, pay for shares of a Fund with securities
instead of cash. Additionally, if you want to buy a Fund's shares equal in
amount to $5 million or more the Fund may require you to pay for those shares
with securities instead of cash. A Fund will only accept securities that are
consistent with its investment objective, policies and restrictions. Also, a
Fund will value the securities in the manner described under "How the Funds
Calculate their NAV." Investors who receive a Fund's shares for securities
instead of cash may pay such transaction costs as broker's commissions, taxes
or governmental fees.
HOW TO REDEEM SHARES
You may redeem shares of a Fund by mail, telephone or other types of
telecommunication.
Mail Redemptions. You may redeem shares on each day that the New York Stock
Exchange ("NYSE") is open by mailing a written request to the Service Company
at the following address:
Evergreen Keystone Service Company
P.O. Box 2121
Boston, Massachusetts 02106-2121
The signatures on the written request must be properly guaranteed, as
described below.
How To Redeem By Telephone. You may redeem your shares by calling
1-800-343-3453 between the hours of 8:00 a.m. and 6:00 p.m. (Eastern time) on
each business day. You may also redeem shares by sending a facsimile to
617-210-2711 or by other means of wire communication. You must state the Fund
and class from which you want to redeem, the number or dollar amount of shares
you want to redeem and your account number. The telephone redemption service is
not available to you automatically. You must elect to do so on your account
application.
If you are unable to reach the Funds, or the Service Company by telephone,
you should redeem by mail.
The Service Company will wire your redemption proceeds to the commercial
bank account designated on the account application. If the Service Company
deems it appropriate, it may require additional documentation. Although at
present the Service Company pays the wire costs involved, it reserves the right
at any time to require the shareholder to pay such costs.
Redemption Value and Other Redemption Policies. When you sell shares, you
receive the NAV computed at the close of the NYSE on the day that a Fund
receives your request, if your request is received before 4:00 p.m. Eastern
time. If a Fund receives your redemption request after 4:00 p.m. Eastern time,
you will receive the next day's NAV. Generally, a Fund pays redemption proceeds
within seven days. The Funds may, at any time, change, suspend or terminate any
of the redemption methods described in this prospectus, except redemptions by
mail. For more information, see "How the Funds Calculate their NAV."
The Funds may, at their discretion, pay your redemption proceeds with
securities instead of cash. However, each Fund is obligated to redeem shares
solely in cash, up to the lesser of $250,000 or 1% of a Fund's total net assets
during any ninety day period for any one shareholder. See the SAI for further
details.
8
Except as otherwise noted, neither the Funds, the Service Company nor the
Funds' distributor assumes responsibility for the authenticity of any
instructions received by any of them from a shareholder by telephone. The
Service Company will employ reasonable procedures to confirm that instructions
received over the telephone or otherwise are genuine. Neither the Funds, the
Service Company nor the Funds' distributor will be liable when following
instructions received by telephone or otherwise that the Service Company
reasonably believes to be genuine.
Shareholders may only change information contained in their account
registration (such as the bank account designated to receive wire redemption
proceeds) by writing to the Service Company. Signatures on such written
instructions must be guaranteed, as described below.
ADDITIONAL TRANSACTION POLICIES
How The Funds Calculate Their NAV. A Fund's NAV equals the value of its share
without sales charges. A Fund calculates its NAV by adding up the total value
of its investments and other assets, subtracting its liabilities and then
dividing the result by the number of shares outstanding. The Funds compute
their NAV as of the close of regular trading (generally 4:00 p.m. Eastern time)
on each day that the NYSE is open.
The Funds' assets are valued primarily on the basis of market quotations.
Short-term securities with remaining maturities of sixty days or less for which
quotations are not readily available are valued on the basis of amortized cost.
In addition, securities for which quotations are not readily available are
valued by a method that the Board of Trustees believes accurately reflects fair
value.
Signature Guarantee. For your protection, signatures on stock powers, and
written orders or authorizations must have a signature guarantee. A signature
guarantee can be provided by a U.S. stock exchange member, a bank, or other
persons eligible to guarantee signatures under the Securities Exchange Act of
1934 and the Service Company's policies. The Service Company may waive this
requirement or may require additional documentation in certain cases.
EXCHANGES
You may exchange Institutional Service Shares of any Fund for
Institutional Service Shares of any other Evergreen Select Fund. You may
exchange your shares through your broker-dealer, by mail or by telephone. All
exchange orders must comply with the applicable requirements for purchases and
redemptions and must include your account number, the number or value of shares
to be exchanged, the class of shares, and the Funds to and from which you wish
to exchange.
Signatures on exchange orders must be guaranteed, as described above.
The Funds reserve the right to change or revoke the exchange privilege of
any shareholder or to limit or revoke any exchange. Currently, you may not make
more than five exchanges in a year or three exchanges in a calendar quarter.
Please read the prospectus of the fund that you want to exchange into
before requesting your exchange.
For federal income tax purposes, an exchange is treated as a sale for
taxable investors.
DIVIDENDS
As a shareholder, you are entitled to your share of earnings on a Fund's
investments. You receive such earnings as either an income dividend or a
capital gains distribution. Income dividends come from the dividends that a
Fund earns from its stocks plus any interest it receives from its bonds. The
Fund realizes a capital gain whenever it sells a security for a higher price
than its tax basis.
Dividend Schedule. Each Fund pays shareholders its net investment income
monthly. Each Fund pays shareholders its net capital gains at least once a
year.
Payment Options. Unless you select another option on your account application,
your dividends and capital gains will be reinvested in additional shares of the
same class of the same Fund.
9
You may elect to receive some or all of your dividends and capital gains
in cash. Should you select this option, a check will be mailed to you or your
agent or trustee no later than seven days after the payment date.
TAXES
Each Fund intends to qualify as a regulated investment company (a "RIC")
under Subchapter M of the Internal Revenue Code of 1986, as amended. As long as
a Fund qualifies as a RIC and distributes substantially all of its net
investment income and capital gains, it will not pay federal income taxes on
the earnings it distributes to shareholders.
Distributions to shareholders, whether taken in cash or reinvested in
shares, are generally considered taxable for federal income tax purposes as
follows:
o Income distributions and net short-term capital gains are taxable as
ordinary income.
o Long-term capital gains distributions are taxable as capital gains,
regardless of how long you have held your shares.
After each calendar year, the Service Company will mail you a statement
indicating which of that year's distributions you should treat as ordinary
income and which you should treat as capital gains. Distributions of income or
capital gains may also be subject to state and local taxes. You should always
consult your tax adviser for specific guidance as to the tax consequences of
your investment in the Funds.
SHAREHOLDER SERVICES
Details on all shareholder services may be obtained from the Service
Company by calling toll free 1-800-343-3453 or by writing to the Service
Company.
Subaccounts. Special processing has been arranged with the Service Company for
banks and other institutions that wish to open multiple accounts (a master
account and subaccounts). An investor wishing to avail himself or herself of
the Service Company's subaccounting facilities will be required to enter into a
separate agreement, with the charges to be determined on the basis of the level
of services to be rendered. Subaccounts may be opened with the initial
investment or at a later date and may be established by an investor with
registration either by name or by number.
- --------------------------------------------------------------------------------
FUND DETAILS
- --------------------------------------------------------------------------------
FUND ORGANIZATION AND SERVICE PROVIDERS
Fund Structure. Each Fund is an investment pool, which invests shareholders'
money towards a specified goal. Each Fund is a diversified series of an
open-end, investment management company, called "Evergreen Select Equity Trust"
(the "Trust"). The Trust is a Delaware business trust organized on September
17, 1997.
Board of Trustees. The Trust is supervised by a Board of Trustees that is
responsible for representing the interests of shareholders. The Trustees meet
periodically throughout the year to oversee each Fund's activities, reviewing,
among other things, the Funds' performance and its contractual arrangements
with various service providers.
Shareholder Rights. All shareholders have equal voting, liquidation and other
rights. Shareholders may exchange shares as described under "Exchanges," but
will have no other preference, conversion, exchange or preemptive rights. When
issued and paid for, your shares will be fully paid and nonassessable. Shares
of the Funds are redeemable, transferable and freely assignable as collateral.
The Trust may establish additional classes or series of shares.
The Funds do not hold annual shareholder meetings; a Fund may, however,
hold special meetings for such purposes as electing or removing Trustees,
changing fundamental policies and approving investment advisory agreements or
12b-1 plans. In addition, the Funds are prepared to assist shareholders in
communicating with one another for the purpose of convening a meeting to elect
Trustees. If any matters are to be voted on by shareholders, each share owned
as of the record date for the meeting would be entitled to one vote.
10
Adviser. The adviser to each Fund, other than the Evergreen Select Small
Company Value Fund, is the First Capital Group ("FCG") of First Union National
Bank ("FUNB"), a subsidiary of First Union Corporation ("First Union"). First
Union and FUNB are located at 301 South College Street, Charlotte, North
Carolina 28288-0630. First Union and its subsidiaries provide a broad range of
financial services to individuals and businesses throughout the United States.
Each Fund, other than the Evergreen Select Small Company Value Fund, pays FCG a
fee for its services as set forth below. FCG's annual advisory fees are
expressed as a percentage of average net assets. In addition, FCG has
voluntarily agreed to reduce its advisory fee by 0.10% for each Fund it
advises, resulting in the net advisory fees that are also indicated in the table
below.
<TABLE>
<S> <C> <C>
Fund Advisory Fee Net Advisory Fee
Evergreen Select Strategic Value Fund 0.70% 0.60%
Evergreen Select Diversified Value Fund 0.50% 0.60%
Evergreen Select Large Cap Blend Fund 0.70% 0.60%
Evergreen Select Common Stock Fund 0.70% 0.60%
Evergreen Select Strategic Growth Fund 0.70% 0.60%
Evergreen Select Equity Income Fund 0.70% 0.60%
Evergreen Select Social Principles Fund 0.80% 0.70%
Evergreen Select Balanced Fund 0.50% 0.60%
</TABLE>
Evergreen Asset Management Corp. ("Evergreen Asset") is the investment
adviser to Evergreen Select Small Company Value Fund. Evergreen Asset is
located at 2500 Westchester Avenue, Purchase, New York 10577 and is also a
subsidiary of First Union. Evergreen Select Small Company Value Fund pays
Evergreen Asset an annual advisory fee equal to 0.90% of average net assets. Of
that amount, Evergreen Asset has voluntarily agreed to reduce its advisory fee
by 0.10%, resulting in a net annual advisory fee of 0.80% of the average net
assets of the fund.
FCG and Evergreen Asset currently intend to continue waiving 0.10% of each
Fund's respective advisory fee, where applicable, through November 30, 1998.
However, FCG and Evergreen Asset may each modify or cancel its expense waiver
at any time.
Sub-Adviser. With respect to Evergreen Select Small Company Value Fund,
Evergreen Asset has entered into a sub-advisory agreement with Lieber &
Company. Under that agreement, Lieber & Company furnishes Evergreen Asset with
information, investment recommendations, advice and assistance. Evergreen Asset
reimburses Lieber & Company for the direct and indirect costs it incurs while
performing its sub-advisory services. Lieber & Company is located at 2500
Westchester Avenue, Purchase, New York, 10566. Lieber & Company is a subsidiary
of First Union.
Portfolio Managers. Information about the individual portfolio managers
responsible for managing each Fund, including their occupations for the past
five years, is provided below.
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Fund Portfolio Manager(s)
Evergreen Select
Common Stock Fund The portfolio managers of the Fund are Mark C. Sipe, CFA and
Hanspeter Giger, CFA.
Mark C. Sipe, CFA. Mark Sipe joined First Union in 1983 and
has over 19 years of investment management experience. Aside
from co-managing the Fund, he is responsible for the
oversight of equity research efforts and all equity
investment processes.
Hanspeter Giger, CFA. Mr. Giger has 12 years of investment
management experience. Aside from co-managing the Fund, he
is responsible for overseeing and coordinating FCG's
Investment Research/Core team. Prior to joining First Union
in 1987, Mr. Giger held a securities analyst position at
Wells Fargo Bank in San Francisco, CA.
Evergreen Select
Equity Income Fund Paul A. DiLella. Paul A. DiLella is a Vice President and
Senior Investment Officer of FUNB. Aside from managing the
Fund, Mr. DiLella has been the portfolio manager of the
Evergreen Utility Fund since 1996. Mr. DiLella joined First
Fidelity Bank in 1982, which
11
- --------------------------------------------------------------------------------
Fund Portfolio Manager(s)
was acquired by First Union in 1995, as Vice President and
Portfolio Manager of the Asset Management Group. Mr. DiLella
has over 16 years of investment experience.
Evergreen Select
Large Cap Blend Eric Wiegand is the team leader of a group of four seasoned
Fund investment professionals who manage this Fund. Managing the
Fund along with Mr. Wiegand are Daryl L. Brown, R. Dean
Hawes, Dillon Harris and Steven J. Hoeft.
Eric M. Wiegand. Eric Wiegand is also responsible for
managing the Evergreen Select Social Principles Fund. Prior
to rejoining First Fidelity Bank in 1994, which was acquired
by First Union in 1995, Mr. Wiegand was a Vice President and
Senior Portfolio Manager with PNC Bank in Philadelphia.
Evergreen Select
Strategic Growth The portfolio managers of the Fund are W. Shannon Reid,
Fund CFA, and Timothy M. Stevenson, CFA. W. Shannon Reid, CFA.
Shannon Reid has over 13 years of investment experience. His
responsibilities include equity analysis and portfolio
management for FUNB's growth-style equity products. Mr. Reid
has been with First Union since 1988.
Timothy M. Stevenson, CFA. Tim Stevenson has over 16 years
of investment experience. Before joining First Union in 1994
to manage growth-style equity products, Tim served as a
research director and portfolio manager for Cedar Hill
Associates, Inc.
Evergreen Select
Strategic Value Timothy O'Grady is the team leader of a group of three
Fund seasoned professionals who manage the Strategic Value Fund.
Managing the Fund along with Mr. O'Grady are J. Donald
Raines, Jack Gray, Elizabeth Smith and Jeffrey Silverman.
Timothy E. O'Grady. Timothy O'Grady joined First Union (then
First Fidelity Bank) in 1986 as portfolio manager in the
Employee Benefit Equity/Balanced Unit of the Capital
Management Group in Newark, NJ. He is also co-manager of the
Select Value Fund.
Evergreen Select
Small Company The portfolio managers for the Fund are Stephen A. Lieber,
Value Fund Gary R. Buesser and Nola M. Falcone, CFA.
Stephen Lieber. Mr. Lieber is Chairman and Co-Chief
Executive Officer of Lieber & Co. and Evergreen Asset
Management Corp. He was the founding Partner of Lieber & Co.
in 1969 and served as Senior Partner until June, 1994. He is
Portfolio Manager of Evergreen Fund, Evergreen Foundation
Fund and Evergreen Tax Strategic Foundation Fund. He was a
founding General Partner of Vanden Broeck, Lieber & Co. from
1956 to 1969.
Gary Buesser. Mr. Buesser joined Lieber & Company as an
analyst in 1996. Previously, he was a Portfolio
Manager/Analyst with Cowen Asset Management and Shearson
Lehman Brothers. Mr. Buesser is currently the Portfolio
Manager of the Evergreen Growth & Income Fund. Prior to
managing the Growth & Income Fund, Mr. Buesser worked as an
associate portfolio manager on the Evergreen Foundation Fund
and as primary manager for pension and non-profit
portfolios. He is a member of the New York Society of
Security Analysts and The Association for Investment
Management and Research.
Nola Falcone, CFA. Nola Falcone is President and Co-Chief
Executive Officer of Lieber & Co. and Evergreen Asset
Management Corp. She was a General Partner of Lieber & Co.
from January, 1981 to June, 1994 and joined Lieber & Co. as
a Senior Portfolio Manager in 1974. She is Portfolio Manager
for Evergreen Income & Growth Fund and Evergreen Small Cap
Equity Fund.
12
- --------------------------------------------------------------------------------
Fund Portfolio Manager(s)
Evergreen Select
Social Principles Eric M. Wiegand. Eric Wiegand also acts as team leader
Fund of the Evergreen Select Large Cap Blend Fund. Prior to
rejoining First Fidelity Bank in 1994, which was acquired by
First Union in 1995, Mr. Wiegand was a Vice President and
Senior Portfolio Manager with PNC Bank in Philadelphia.
Evergreen Select
Balanced Fund R. Dean Hawes manages the Fund's equity portfolio. Rollin C.
Williams is responsible for the fixed income portfolio of the
Fund.
Dean Hawes. Dean Hawes has over 22 years of investment
experience. He is currently portfolio manager of the
Evergreen Balanced Fund and a limited number of
institutional accounts. Mr. Hawes joined First Union from
Merrill Lynch in 1981.
Rollin C. Williams, CFA. Rollin Williams has over 28 years
of investment and banking management experience. In addition
to managing First Union's Diversified Bond Group Trust and
the Evergreen U.S. Government Fund, he is also reponsible
for the management of over $2.2 billion in fixed income
portfolios. Before joining First Union, Mr. Williams was the
head of fixed income investment at Dominion Trust company in
Roanoke, VA. Mr. Williams has been with First Union since
1993 when Dominion was acquired by the bank; he started with
Dominion Trust Company in 1988.
Evergreen Select
Diversified
Value Fund David C. Francis, CFA. David Francis has over 20 years of
equity analysis and investment experience. He is reponsible
for directing the institutional investment organization for
the First Union Capital Management Group. Mr. Francis joined
First Union from Federated Investment Counseling, a division
of Federated Investors in Pittsburgh, PA, where he managed
equities for employee benefit and tax-exempt separate
accounts and mutual funds.
Distributor. Evergreen Keystone Distributor, Inc. is each Fund's distributor.
Evergreen Keystone Distributor, Inc. is located at 125 West 55th Street, New
York, New York 10019 and is a subsidiary of The BISYS Group, Inc. Evergreen
Keystone Distributor, Inc. markets the Funds and distributes their shares
through broker-dealers, financial planners and other financial representatives.
Evergreen Keystone Distributor, Inc. is not affiliated with First Union
Corporation.
Transfer Agent. Evergreen Keystone Service Company is each Fund's transfer
agent. Evergreen Keystone Service Company is a subsidiary of First Union and is
located at 200 Berkeley Street, Boston, MA 02116-5034. Evergreen Keystone
Service Company handles shareholder services, including record keeping and
account statements, distribution of dividends and capital gains and processing
of transactions.
Administrator. Evergreen Keystone Investment Services, Inc. ("EKIS") serves as
administrator to each Fund. As administrator, and subject to the supervision
and control of the Trust's Board of Trustees, EKIS provides the Funds with
facilities, equipment and personnel. For its services as administrator, EKIS is
entitled to receive a fee based on the aggregate average daily net assets of
the Funds at a rate based on the total assets of all mutual funds advised by
First Union subsidiaries. The administration fee is calculated in accordance
with the following schedule:
13
<TABLE>
<CAPTION>
<S> <C>
Aggregate Average Daily Net Assets Of Mutual Funds For Which Any
Administrative Fee Subsidiary of First Union Serves As Investment Adviser
0.060 % on the first $7 billion
0.0425% on the next $3 billion
0.035 % on the next $5 billion
0.025 % on the next $10 billion
0.019 % on the next $5 billion
0.014 % on assets in excess of $30 billion
</TABLE>
Sub-administrator. BISYS Fund Services serves as sub-administrator to the
Funds. For its services. BISYS Fund Services is entitled to receive a fee from
EKIS calculated on the aggregate average daily net assets of the Funds at a
rate based on the total assets of all mutual funds adminstered by EKIS for
which First Union subsidiaries also serve as investment adviser. The
sub-administrator fee is calculated in accordance with the following schedule:
<TABLE>
<CAPTION>
<S> <C>
Aggregate Average Daily Net Assets Of Mutual Funds Administered
By BISYS For Which Any Subsidiary Of First Union
Sub-Administrative Fee Serves As Investment Adviser
0.0100% on the first $7 billion
0.0075% on the next $3 billion
0.0050% on the next $15 billion
0.0040% on assets in excess of $25 billion
</TABLE>
OTHER INFORMATION AND POLICIES
Distribution Plan. The Trust has adopted a distribution plan for the
Institutional Service Class shares of each Fund as allowed under the Investment
Company Act of 1940. Each Fund's distribution plan permits the Fund to pay an
annual service fee of up to 0.25% of the average daily net assets of the class
for personal services rendered to shareholders and/or the maintenance of
accounts. Each Fund's distribution plan may be terminated at any time by vote
of the Independent Trustees or by vote of a majority of the outstanding
Institutional Service Shares. For more information about the Funds'
distribution plans, see the SAI.
Banking Laws. The Glass-Steagall Act and other banking laws and regulations
presently prohibit a bank holding company or its affiliates (a "Bank") from
sponsoring, organizing, controlling, or distributing the shares of a registered
open-end investment company such as each Fund. However, a Bank may act as
investment adviser, transfer agent or custodian to a registered open-end
investment company. A Bank may also purchase shares of such company and pay
third parties for performing these functions.
Securities Transactions. Under policies established by the Trust's Board of
Trustees, each Fund's investment adviser selects broker-dealers to execute
portfolio transactions subject to the receipt of best execution. In so doing,
each Fund's investment adviser may select broker-dealers who are affiliated
with the adviser. Moreover, the Funds may pay higher commissions to
broker-dealers that provide research services, which the adviser may use in
advising the Funds or its other clients.
14
Portfolio Turnover. The estimated annual portfolio turnover rate for each Fund
is not expected to exceed the rate set forth below.
<TABLE>
<CAPTION>
<S> <C>
Estimated Annual
Fund Name Portfolio Turnover
<S> <C>
Evergreen Select Strategic Value 35%
Evergreen Select Diversified Value 50%
Evergreen Select Large Cap Blend 75%
Evergreen Select Common Stock 50%
Evergreen Select Strategic Growth 125%
Evergreen Select Equity Income 50%
Evergreen Select Small Cap Value 50%
Evergreen Select Social Principles 75%
Evergreen Select Balanced 100%
</TABLE>
A high rate of portfolio turnover (100% or more) may involve
correspondingly greater brokerage commissions and other transaction costs,
which a Fund and its shareholders must bear. It may also result in the
realization of larger amounts of net short-term capital gains, distributions
from which are taxable to shareholders as ordinary income.
Code of Ethics. Each Fund and its adviser have adopted a code of ethics
incorporating policies on personal securities trading. In general, these codes
of ethics require that certain personnel of the Funds and their advisers (1)
abstain from engaging in certain personal trading practices and (2) report
certain personal trading activities.
Other Classes of Shares. Each Fund, other than Evergreen Select Large Cap Blend
Fund and Evergreen Select Social Principles Fund, offers two classes of shares,
Institutional and Institutional Service. Evergreen Select Large Cap Blend Fund
and Evergreen Select Social Principles Fund each offer three classes of shares,
Charitable, Institutional and Institutional Service. Only Institutional Service
Shares are offered through this prospectus. Call the Service Company for
information on the other classes of shares, including how to get a prospectus.
FUND PERFORMANCE
Total Return. Total return is the change in value of an investment in a Fund
over a given period, assuming that dividends and capital gains are reinvested
and that recurring charges are deducted. A cumulative total return reflects
actual performance over a stated period of time. An average annual total return
is a hypothetical rate of return that, if achieved annually, would have
produced the same cumulative total return if performance had been constant over
the entire period. Average annual total returns smooth out variations in
performance; they are not the same as actual year-by-year results.
Yield. Yield is the income generated by an investment in a Fund over a given
period of time, expressed as an annual percentage rate. Yields are calculated
according to a standard that is required for all stock and bond Funds. Because
this differs from other accounting methods, the quoted yield may not equal the
income actually paid to shareholders.
Related Performance. EVERGREEN SELECT STRATEGIC VALUE FUND, EVERGREEN
SELECT LARGE CAP BLEND FUND, EVERGREEN SELECT COMMON STOCK FUND, EVERGREEN
SELECT STRATEGIC GROWTH FUND, EVERGREEN SELECT EQUITY INCOME FUND AND EVERGREEN
SELECT SOCIAL PRINCIPLES FUND. The Funds commenced operations on November __,
1997. On that date, each of seven common trust funds (each a "CTF") transferred
assets to the Fund having corresponding investment objectives, policies and
limitations in exchange for shares of such Fund. Except for the seed capital
provided by Evergreen Distributor, Inc., each Fund's portfolio of investments on
November __, 1997, was the same as the portfolio of the corresponding CTF
immediately prior to the transfer.
The CTFs are for all practical purposes "predecessors" of the Funds. As a
result, the Trust calculates the performance of each Class of each Fund for
periods commencing before November __, 1997, by including the corresponding
CTF's average annual total return. The CTFs average annual total return is
adjusted to reflect the deduction of fees and expenses applicable to each Class
as stated in the Fee Table of the Funds' initial prospectus that was effective
November __, 1997. These fees and expenses include management fees, Rule 12b-1
fees and certain other Fund expenses adjusted to reflect any expense waivers or
reimbursements.
The quoted performance data includes the performance of the CTFs for periods
before the Trust's Registration Statement became effective. In the case of
Evergreen Select Strategic Growth Fund, where two CTFs transferred assets into
the Fund, performance information provided is for the larger of the two CTFs.
The CTFs were not registered under the 1940 Act and thus were not subject to
certain investment restrictions that are imposed by the 1940 Act. If the CTFs
had been registered under the 1940 Act, their performance might have been
adversely affected. In addition, the CTFs were nkot subject to the provisions of
the Internal Revenue Code with respect to "regulated investment companies,"
which provisions, if imposed, could have adversely affected the CTFs
performance. [Employee benefit plans that invest plan assets in the CTFs may be
subject to certain charges as set forth in their respective Plan Documents.
Total return figures would be lower for the period if they reflected these
charges.]
<TABLE>
<CAPTION>
10 YEARS (OR
SINCE INCEPTION
1 YEAR 3 YEARS 5 YEARS INCEPTION) DATE
<S> <C> <C> <C> <C> <C>
Evergreen Select Strategic Value Fund (Select Value Trust)
Institutional
Institutional Service
Evergreen Select Large Cap Blend Fund (Charitable Equity Trust)
Institutional
Institutional Service
Evergreen Select Common Stock Fund (Common Stock Trust)
Institutional
Institutional Service
Evergreen Select Strategic Growth Fund (Equity Growth Trust)
Institutional
Institutional Service
Evergreen Select Equity Income Fund (Equity Income Trust)
Institutional
Institutional Service
Evergreen Select Social Principles Fund (Social Principles Trust)
Institutional
Institutional Service
</TABLE>
EVERGREEN SELECT SMALL CAP VALUE FUND. Set forth below is composite performance
information relating to the historical performance of actual, fee-paying, fully
discretionary equity accounts managed by Evergreen Asset Management Corp. These
accounts have investment objectives, policies, strategies, and risks
substantially similar to those of Evergreen Select Small Cap Value Fund.
Evergreen Asset Management Corp.'s composite performance data shown below is
presented in accordance with the recommended standards of the Association for
Investment Management and Research (commonly referred to as AIMR) retroactively
applied for all time periods. All returns presented include all dividends and
22186
<PAGE>
interest, accrued income, and realized and unrealized gains and losses. Since
January 1, 1993, all returns include cash and cash equivalents. Prior to January
1, 1993, cash was not allocated for balanced accounts. Securities transactions
are accounted for on the trade date and accrual accounting is utilized. The
composite's returns are calculated on a time-weighted basis.
The performance infomration included below in "Net Fees" is adjusted to reflect
the deduction of fees and expenses applicable to each Class as stated in the Fee
Table of the Fund's initial prospectus that was effective November __, 1997.
These fees and expenses include management fees, Rule 12b-1 fees and certain
other Fund expenses adjusted to reflect any expense waivers or reimbursements.
The investment results of Evergreen Asset Management Corp.'s composite presented
below are unaudited and are not intended to predict or suggest the future
returns of the Fund. The performance data set forth below is provided to
illustrate the past performance of Evergreen Asset Management Corp. in managing
substantially similar accounts and does not represent the performance of the
Fund. Investors should be aware that the use of a methodology different than
that used below to calculate performance could result in different performance
data. The accounts contained in the composite are not subject to the same type
of expenses as the Fund and are not subject to the diversification requirements,
specific tax restrictions, and investment limitations imposed on a mutual fund
by federal law. Consequently, the performance results for such accounts could
have been adversely affected if they had been regulated under federal laws.
<TABLE>
<CAPTION>
TOTAL ASSETS NO. OF
AT ACCOUNTS 10 YEARS (OR
10/31/97(SM AS OF SINCE INCEPTION
M) FOR AIMR 10/31/97 1 YEAR 3 YEARS 5 YEARS INCEPTION DATE
<S> <C> <C> <C> <C> <C> <C> <C>
Small Cap Value
Composite
Gross Fees
Net Fees
</TABLE>
EVERGREEN SELECT BALANCED FUND AND EVERGREEN SELECT DIVERSIFIED VALUE FUND. The
following total return information is provided with reference to Evergreen
Balanced Fund and Evergreen Value Fund. Evergreen Balanced Fund and Evergreen
Value Fund are registered investment companies managed by the Capital Management
Group of First Union National Bank. Evergreen Balanced Fund and Evergreen Value
Fund have investment objectives, policies and strategies substantially similar
to those of Evergreen Select Balanced Fund and Evergreen Select Diversified
Value Fund, respectively. Past performance of the Evergreen Balanced Fund and
Evergreen Value Fund is no guarantee of the future performance of Evergreen
Select Balanced Fund and Evergreen Select Diversified Value Fund. The
performance information set forth below is provided as of October 31, 1997.
<TABLE>
<CAPTION>
EVERGREEN BALANCED FUND EVERGREEN VALUE FUND
<S> <C> <C>
One Year
Three Year
Five Years
Ten Years (or since inception)
</TABLE>
General. The Funds may include comparative performance information in
advertising or in marketing the Funds' shares. Such information could include
data from Lipper Analytical Services, Inc., Morningstar, Inc., CDS Weisenberger
and Value Line, or other industry publications or various indexes such as the
S&P 500 Index.
15
(This Page Intentionally Left Blank)
Investment Advisers
First Capital Group of First Union National Bank, 201 South College Street,
Charlotte, North Carolina 28288
Evergreen Asset Management Corp., 2500 Westchester Avenue, Purchase, New York
10577
Custodian
State Street Bank and Trust Company, Box 9021, Boston, Massachusetts 02205-9827
Transfer Agent
Evergreen Keystone Service Company, 200 Berkeley Street, Boston, Massachusetts
02116
Legal Counsel
Sullivan & Worcester LLP, 1025 Connecticut Avenue, N.W., Washington, D.C. 20036
Independent Auditors
KPMG Peat Marwick LLP, 99 High Street, Boston, Massachusetts 02110
Distributor
Evergreen Keystone Distributor, Inc., 125 West 55th Street, New York, New York
10019
62263
541909
<PAGE>
PROSPECTUS
EVERGREEN SELECT LARGE CAP BLEND FUND
EVERGREEN SELECT SOCIAL PRINCIPLES FUND
CHARITABLE SHARES
INCORPORATED BY REFERENCE TO
REGISTRANT'S REGISTRATION STATEMENT
NO. 333-360471/811-08363
FILED ON SEPTEMBER 19, 1997
<PAGE>
EVERGREEN SELECT EQUITY TRUST
PART B
STATEMENT OF ADDITIONAL INFORMATION
<PAGE>
EVERGREEN SELECT EQUITY TRUST
200 Berkeley Street
Boston, Massachusetts 02116
(800) 633-2700
STATEMENT OF ADDITIONAL INFORMATION
, 1997
EVERGREEN SELECT STRATEGIC VALUE FUND
EVERGREEN SELECT LARGE CAP BLEND FUND
EVERGREEN SELECT COMMON STOCK FUND
EVERGREEN SELECT STRATEGIC GROWTH FUND
EVERGREEN SELECT EQUITY INCOME FUND
EVERGREEN SELECT SMALL COMPANY VALUE FUND
EVERGREEN SELECT SOCIAL PRINCIPLES FUND
EVERGREEN SELECT BALANCED FUND
EVERGREEN SELECT DIVERSIFIED VALUE FUND
(EACH A "FUND" TOGETHER THE "FUNDS")
Each Fund is a series of an open-end
management investment company,
known as "Evergreen Select Equity
Trust" (the "Trust").
This statement of additional information ("SAI") provides additional
information about all classes of shares of the Funds listed above. It is not a
prospectus, and you should read it in conjunction with the prospectuses of the
Funds dated ________, 1997, as supplemented from time to time. You may get a
copy of the prospectuses from the Funds' principal underwriter, Evergreen
Keystone Distributor, Inc.
22104
1
<PAGE>
TABLE OF CONTENTS
INVESTMENT POLICIES........................................................3
Additional Information on Securities and Investment Practices.....3
Investment Restrictions And Guidelines...........................16
MANAGEMENT OF THE TRUST...................................................18
INVESTMENT ADVISORY AND OTHER SERVICES....................................20
Investment Advisers..............................................20
Distribution Plan................................................21
Additional Service Providers.....................................21
BROKERAGE ALLOCATION AND OTHER PRACTICES..................................22
Selection of Brokers.............................................22
Brokerage Commissions............................................22
General Brokerage Policies.......................................23
CAPITAL STOCK AND OTHER SECURITIES........................................23
Form of Organization.............................................23
Description of Shares............................................23
Voting Rights....................................................23
Limitation of Trustees' Liability................................24
PURCHASE, REDEMPTION AND PRICING OF SECURITIES BEING OFFERED..............24
Exchanges........................................................24
How The Funds Value Their Shares.................................24
Shareholder Services.............................................25
PRINCIPAL UNDERWRITER.....................................................25
CALCULATION OF PERFORMANCE DATA...........................................26
ADDITIONAL INFORMATION....................................................26
FINANCIAL STATEMENTS......................................................27
22104
2
<PAGE>
INVESTMENT POLICIES
The investment objectives of each Fund and a description of the
securities in which each Fund may invest is set forth in the Funds'
prospectuses. The following expands upon the discussion in the prospectuses
regarding certain investments of the Funds.
ADDITIONAL INFORMATION ON SECURITIES AND INVESTMENT PRACTICES
Equity Securities
Equity securities consist primarily of common stocks and securities
convertible into common stocks. Investing in common stocks, particularly those
having growth characteristics, frequently involves greater risks (and possibly
greater rewards) than investing in other types of securities. Common stock
prices tend to be more volatile and companies having growth characteristics may
sometimes be unproven.
Investing in companies with medium market capitalizations involves
greater risk than investing in larger companies. The stock prices of mid-cap
companies can rise quickly and drop substantially in a short period of time.
This volatility results from a number of factors, including reliance by these
companies on relatively limited product lines, markets, and financial resources.
These and other factors may make mid-cap companies more susceptible to setbacks
or downturns.
Investing in companies with small market capitalizations involves
greater risk than investing in larger companies. Their stock prices can rise
very quickly and drop dramatically in a short period of time. This volatility
results from a number of factors, including reliance by these companies on
limited product lines, markets, and financial and management resources. These
and other factors may make small cap companies more susceptible to setbacks or
downturns. These companies may experience higher rates of bankruptcy or other
failures than larger companies. They may be more likely to be negatively
affected by changes in management. In addition, the stock of small cap companies
may be thinly traded.
Derivatives
Derivatives are financial contracts whose value depends on, or is
derived from, the value of an underlying asset, reference rate or index. These
assets, rates, and indices may include bonds, stocks, mortgages, commodities,
interest rates, currency exchange rates, bond indices, and stock indices.
Derivatives may be standardized, exchange-traded contracts or customized,
privately negotiated contracts. Exchange-traded derivatives tend to be more
liquid and subject to less credit risk than those that are privately negotiated.
There are four principal types of derivative instruments -- options,
futures, forwards, and swaps -- from which virtually any type of derivative
transaction can be created. Debt instruments that incorporate one or more of
these building blocks for the purpose of determining the principal amount of
and/or rate of interest payable on the debt instruments are often referred to as
"structured securities." An example of this type of structured security is
indexed commercial paper. The term is also used to describe certain securities
issued in connection with the restructuring of certain foreign obligations. The
term "derivative" is also sometimes used to describe securities involving rights
to a portion of the cash flows from an underlying pool of mortgages or other
assets from which payments are passed through to the owner of, or that
collateralize, the securities. See "Mortgage Related Securities,"
"Collateralized Mortgage Obligations," "Adjustable Rate Mortgage Securities,"
"Stripped Mortgage Securities," "Mortgage Securities - Special Considerations,"
and "Other Asset-Backed Securities."
The Funds can use derivatives to earn income, to enhance returns, to
hedge or adjust the risk profile of the portfolio, in place of more traditional
direct investments or to obtain exposure to otherwise inaccessible markets. A
Fund's use of derivatives for non-hedging purposes entails greater risks than if
a Fund were to use derivatives solely for hedging purposes.
Derivatives are a valuable tool which, when used properly, can provide
significant benefit to a Fund's shareholders. The Funds' investment adviser is
not an aggressive user of derivatives with respect to the Funds. However, a Fund
may take positions in those derivatives that are within its investment policies
if, in the Adviser's judgment, this represents an effective response to current
or anticipated market conditions. The Adviser's use of derivatives is subject to
continuous risk assessment and control from the standpoint of a Fund's
investment objective and policies. While the judicious use of derivatives by
experienced investment managers, such as the Adviser, can be beneficial,
derivatives also involve risks different from, and, in certain cases, greater
than, the risks presented by more traditional investments. Following is a
general discussion of important risk factors and issues concerning the use of
derivatives that investors should understand before investing in a Fund.
Market Risk -- This is the general risk attendant to all investments
that the value of a particular investment will decline or otherwise
change in a way detrimental to a Fund's interest.
Management Risk -- Derivative products are highly specialized
instruments that require investment techniques and risk analyses
different from those associated with stocks and bonds. The use of a
derivative requires an understanding not only of the underlying
instrument, but also of the derivative itself, without the benefit of
observing the performance of the derivative under all possible market
conditions. Because derivatives are complex, the Funds and the Adviser
must (1) maintain controls to monitor the transactions entered into,
(2) assess the risk that a derivative adds to a Fund's portfolio and
(3) forecast price, interest rate or currency exchange rate movements
correctly.
Credit Risk -- This is the risk that a Fund may lose money because the
other party to a derivative (usually called a "counter party") failed
to comply with the terms of the derivative contract. The credit risk
for exchange-traded derivatives is generally less than for privately
negotiated derivatives, since the clearing house, which is the issuer
or counter party to each exchange-traded derivative, guarantees
performance. This guarantee is supported by a daily payment system
(i.e., margin requirements) operated by the clearing house to reduce
overall credit risk. For privately negotiated derivatives, there is no
similar clearing agency guarantee. Therefore, a Fund considers the
creditworthiness of each counter party to a privately negotiated
derivative in evaluating potential credit risk.
Liquidity Risk -- Liquidity risk exists in the possibility that a Fund
will have difficulty buying or selling a particular instrument. If a
derivative transaction is particularly large or if the relevant market
is illiquid (as is the case with many privately negotiated
derivatives), a Fund may not be able to initiate a transaction or
liquidate a position at an advantageous price.
Leverage Risk -- Since many derivatives have a leverage component,
adverse changes in the value or level of the underlying asset, rate or
index can result in a loss substantially greater than the amount
invested in the derivative itself. In the case of swaps, the risk of
loss generally is related to a notional principal amount, even if the
parties have not made any initial investment. Certain derivatives have
the potential for unlimited loss, regardless of the size of the initial
investment.
Other Risks -- Other risks in using derivatives include the risk of
mispricing or improper valuation and the inability of derivatives to
correlate perfectly with underlying assets, rates, and indices. Many
derivatives, in particular privately negotiated derivatives, are
complex and often valued subjectively. Improper valuations can result
in increased cash payment requirements to counter parties or a loss of
value to a Fund. Derivatives do not always perfectly or even highly
correlate with or track the value of the assets, rates or indices they
are designed to closely track. Consequently, a Fund's use of
derivatives may not always be an effective means of, and sometimes
could be counterproductive to, furthering a Fund's investment
objective.
Options Transactions
Writing Covered Options. The Funds may write (i.e., sell) covered call
and put options. By writing a call option, a Fund becomes obligated during the
term of the option to deliver the securities underlying the option upon payment
of the exercise price. Writing a put option obligates the Fund during the term
of the option to purchase the securities underlying the option at the exercise
price if the option buyer exercises the option. A Fund also may write straddles
(combinations of covered puts and calls on the same underlying security).
The Funds may only write "covered" options. This means that while a
Fund is obligated as the writer of a call option it will own the underlying
securities subject to the option or, with call options on U.S. Treasury bills,
it might own similar U.S. Treasury bills. If a Fund has written options against
all of its securities that are available for writing options, the Fund may be
unable to write additional options unless it sells some of its portfolio
holdings to obtain new securities against which it can write options. If this
were to occur, higher portfolio turnover and correspondingly greater brokerage
commissions and other transaction costs may result. The Funds do not expect,
however, that this will occur. A Fund will be considered "covered" with respect
to a put option it writes if, while it is obligated as the writer of the put
option, it deposits and maintains with its custodian in a segregated account
liquid assets having a value equal to or greater than the exercise price of the
option.
The principal reason for writing call or put options is to obtain,
through a receipt of premiums, a greater current return than would be realized
on the underlying securities alone. A Fund receives a premium from writing a
call or put option, which it retains whether or not the option is exercised. By
writing a call option, a Fund might lose the potential for gain on the
underlying security while the option is open, and, by writing a put option, a
Fund might become obligated to purchase the underlying security for more than
its current market price upon exercise.
Purchasing Options. The Funds may purchase put or call options,
including put or call options offsetting previously written put or call options
of the same series. Once a Fund has written a covered option, it will continue
to hold the segregated securities or assets until it effects a closing purchase
transaction. If the Fund is unable to close the option position, it must hold
the segregated securities or assets until the option expires or is exercised. An
option position may be closed out only in a secondary market for an option of
the same series. Although a Fund generally writes only those options for which
there appears to be an active secondary market, there is no assurance that a
liquid secondary market will exist for any particular option at any particular
time, and, for some options, no secondary market may exist. In such event,
effecting a closing transaction for a particular option might not be possible.
Options on some securities are relatively new, and predicting how much
trading interest there will be for such options is impossible. There can be no
assurance that viable markets will develop or continue. The failure of such
markets to develop or continue could significantly impair a Fund's ability to
use such options to achieve its investment objective.
Options Trading Markets. The Funds trade in options that are generally
listed on national securities exchanges, currently including the Chicago Board
Options Exchange and the New York, American, Pacific and Philadelphia Stock
Exchanges. Options on some securities are traded in the over-the-counter market,
and may not be listed on any exchange. Options traded in the over-the-counter
market involve a greater risk that the securities dealers participating in the
transactions could fail to meet their obligations to a Fund. Certain state
authorities may limit the use of options traded in the over-the-counter market.
A Fund will include the premiums it has paid for the purchase of
unlisted options and the value of securities used to cover options it has
written for purposes of calculating whether the Fund has complied with its
policies on illiquid securities.
Futures Transactions and Related Options Transactions
The Funds intend to enter into financial futures contracts as a hedge
against changes in prevailing levels of interest rates to seek relative
stability of principal and to establish more definitely the effective return on
securities held or intended to be acquired by the Funds or as a hedge against
changes in the prices of securities held by a Fund or to be acquired by a Fund.
A Fund's hedging may include sales of futures as an offset against the effect of
expected increases in interest rates or securities prices and purchases of
futures as an offset against the effect of expected declines in interest rates.
For example, when a Fund anticipates a significant market or market
sector advance, it will purchase a stock index futures contract as a hedge
against not participating in such advance at a time when a Fund is not fully
invested. The purchase of a futures contract serves as a temporary substitute
for the purchase of individual securities which may then be purchased in an
orderly fashion. As such purchases are made, an equivalent amount of index based
futures contracts would be terminated by offsetting sales. In contrast, a Fund
would sell stock index futures contracts in anticipation of or in a general
market or market sector decline that may adversely affect the market value of
the Fund's portfolio. To the extent that the Fund's portfolio changes in value
in correlation with a given index, the sale of futures contracts on that index
would substantially reduce the risk to the portfolio of a market decline or
change in interest rates, and, by doing so, provide an alternative to the
liquidation of the Fund's securities positions and the resulting transaction
costs.
The Funds intend to engage in options transactions which are related to
financial futures contracts for hedging purposes and in connection with the
hedging strategies described above.
Although techniques other than sales and purchases of futures contracts
and related options transactions could be used to reduce the Funds' exposure to
interest rate and/or market fluctuations, the Funds may be able to hedge their
exposure more effectively and perhaps at a lower cost through using futures
contracts and related options transactions. While the Funds do not intend to
take delivery of the instruments underlying futures contracts they hold, the
Funds do not intend to engage in such futures contracts for speculation.
Futures Contracts
Futures contracts are transactions in the commodities markets rather
than in the securities markets. A futures contract creates an obligation by the
seller to deliver to the buyer the commodity specified in the contract at a
specified future time for a specified price. The futures contract creates an
obligation by the buyer to accept delivery from the seller of the commodity
specified at the specified future time for the specified price. In contrast, a
spot transaction creates an immediate obligation for the seller to deliver and
the buyer to accept delivery of and pay for an identified commodity. In general,
futures contracts involve transactions in fungible goods such as wheat, coffee
and soybeans. However, in the last decade an increasing number of futures
contracts have been developed which specify financial instruments or financially
based indexes as the underlying commodity.
U.S. futures contracts are traded only on national futures exchanges
and are standardized as to maturity date and underlying financial instrument.
The principal financial futures exchanges in the United States are The Board of
Trade of the City of Chicago, the Chicago Mercantile Exchange, the International
Monetary Market (a division of the Chicago Mercantile Exchange), the New York
Futures Exchange and the Kansas City Board of Trade. Each exchange guarantees
performance under contract provisions through a clearing corporation, a
nonprofit organization managed by the exchange membership, which is also
responsible for handling daily accounting of deposits or withdrawals of margin.
A futures commission merchant ("Broker") effects each transaction in connection
with futures contracts for a commission. Futures exchanges and trading are
regulated under the Commodity Exchange Act by the Commodity Futures Trading
Commission ("CFTC") and National Futures Association ("NFA").
Interest Rate Futures Contracts. The sale of an interest rate futures
contract creates an obligation by a Fund, as seller, to deliver the type of
financial instrument specified in the contract at a specified future time for a
specified price. The purchase of an interest rate futures contract creates an
obligation by a Fund, as purchaser, to accept delivery of the type of financial
instrument specified at a specified future time for a specified price. The
specific securities delivered or accepted, respectively, at settlement date, are
not determined until at or near that date. The determination is in accordance
with the rules of the exchange on which the futures contract sale or purchase
was made.
Currently, interest rate futures contracts can be purchased or sold on
90-day U.S. Treasury bills, U.S. Treasury bonds, U.S. Treasury notes with
maturities between 6 1/2 and 10 years, Government National Mortgage Association
(GNMA) certificates, 90-day domestic bank certificates of deposit, 90-day
commercial paper, and 90-day Eurodollar certificates of deposit. It is expected
that futures contracts trading in additional financial instruments will be
authorized. The standard contract size is $100,000 for futures contracts in U.S.
Treasury bonds, U.S. Treasury notes and GNMA certificates, and $1,000,000 for
the other designated contracts. While U.S. Treasury bonds, U.S. Treasury bills
and U.S. Treasury notes are backed by the full faith and credit of the U.S.
government and GNMA certificates are guaranteed by a U.S. government agency,
futures contracts in U.S. government securities are not obligations of the U.S.
Treasury.
Index Based Futures Contracts, Other Than Stock Index Based. It is
expected that bond index and other financially based index futures contracts
will be developed in the future. It is anticipated that such index based futures
contracts will be structured in the same way as stock index futures contracts
but will be measured by changes in interest rates, related indexes or other
measures, such as the consumer price index. In the event that such futures
contracts are developed, the Funds will sell interest rate index and other index
based futures contracts to hedge against changes which are expected to affect
the Funds' portfolios.
The purchase or sale of a futures contract differs from the purchase or
sale of a security, in that no price or premium is paid or received. Instead, to
initiate trading an amount of cash, cash equivalents, money market instruments,
or U.S. Treasury bills equal to approximately 1 1/2% (up to 5%) of the contract
amount must be deposited by a Fund with the Broker. This amount is known as
initial margin. The nature of initial margin in futures transactions is
different from that of margin in security transactions. Futures contract margin
does not involve the borrowing of funds by the customer to finance the
transactions. Rather, the initial margin is in the nature of a performance bond
or good faith deposit on the contract which is returned to a Fund upon
termination of the futures contract assuming all contractual obligations have
been satisfied. The margin required for a particular futures contract is set by
the exchange on which the contract is traded and may be significantly modified
from time to time by the exchange during the term of the contract.
Subsequent payments, called variation margin, to the Broker and from
the Broker, are made on a daily basis as the value of the underlying instrument
or index fluctuates making the long and short positions in the futures contract
more or less valuable, a process known as mark-to-market. For example, when a
Fund has purchased a futures contract and the price of the underlying financial
instrument or index has risen, that position will have increased in value, and
the Fund will receive from the Broker a variation margin payment equal to that
increase in value. Conversely, where a Fund has purchased a futures contract and
the price of the underlying financial instrument or index has declined, the
position would be less valuable and the Fund would be required to make a
variation margin payment to the Broker. At any time prior to expiration of the
futures contract, a Fund may elect to close the position. A final determination
of variation margin is then made, additional cash is required to be paid to or
released by the Broker, and the Fund realizes a loss or gain.
The Trust intends to enter into arrangements with its custodian and
with Brokers to enable the initial margin of a Fund and any variation margin to
be held in a segregated account by its custodian on behalf of the Broker.
Although interest rate futures contracts by their terms call for actual
delivery or acceptance of financial instruments, and index based futures
contracts call for the delivery of cash equal to the difference between the
closing value of the index on the expiration date of the contract and the price
at which the futures contract is originally made, in most cases such futures
contracts are closed out before the settlement date without the making or taking
of delivery. Closing out a futures contract sale is effected by an offsetting
transaction in which a Fund enters into a futures contract purchase for the same
aggregate amount of the specific type of financial instrument or index and same
delivery date. If the price in the sale exceeds the price in the offsetting
purchase, the Fund is paid the difference and thus realizes a gain. If the
offsetting purchase price exceeds the sale price, the Fund pays the difference
and realizes a loss. Similarly, the closing out of a futures contract purchase
is effected by an offsetting transaction in which a Fund enters into a futures
contract sale. If the offsetting sale price exceeds the purchase price, the Fund
realizes a gain. If the purchase price exceeds the offsetting sale price, the
Fund realizes a loss. The amount of the Fund's gain or loss on any transaction
is reduced or increased, respectively, by the amount of any transaction costs
incurred by the Fund.
As an example of an offsetting transaction, the contractual obligations
arising from the sale of one contract of September U.S. Treasury bills on an
exchange may be fulfilled at any time before delivery of the contract is
required (i.e. on a specified date in September, the "delivery month") by the
purchase of one contract of September U.S. Treasury bills on the same exchange.
In such instance the difference between the price at which the futures contract
was sold and the price paid for the offsetting purchase, after allowance for
transaction costs, represents the profit or loss to a Fund.
There can be no assurance, however, that a Fund will be able to enter
into an offsetting transaction with respect to a particular contract at a
particular time. If a Fund is not able to enter into an offsetting transaction,
the Fund will continue to be required to maintain the margin deposits on the
contract and to complete the contract according to its terms.
Options on Financial Futures. The Funds intend to purchase call and put
options on financial futures contracts and sell such options to terminate an
existing position. Options on futures are similar to options on stocks except
that an option on a futures contract gives the purchaser the right, in return
for the premium paid, to assume a position in a futures contract (a long
position if the option is a call and a short position if the option is a put)
rather than to purchase or sell stock at a specified exercise price at any time
during the period of the option. Upon exercise of the option, the delivery of
the futures position by the writer of the option to the holder of the option
will be accompanied by delivery of the accumulated balance in the writer's
futures margin account. This amount represents the amount by which the market
price of the futures contract at exercise exceeds, in the case of a call, or is
less than, in the case of a put, the exercise price of the option on the futures
contract. If an option is exercised on the last trading day prior to the
expiration date of the option, the settlement will be made entirely in cash
equal to the difference between the exercise price of the option and the value
of the futures contract.
The Funds intend to use options on financial futures contracts in
connection with hedging strategies. In the future the Funds may use such options
for other purposes.
Purchase of Put Options on Futures Contracts. The purchase of
protective put options on financial futures contracts is analogous to the
purchase of protective puts on individual stocks, where an absolute level of
protection is sought below which no additional economic loss would be incurred
by a Fund. Put options may be purchased to hedge a portfolio of stocks or debt
instruments or a position in the futures contract upon which the put option is
based.
Purchase of Call Options on Futures Contracts. The purchase of call
options on financial futures contracts represents a means of obtaining temporary
exposure to market appreciation at limited risk. It is analogous to the purchase
of a call option on an individual stock, which can be used as a substitute for a
position in the stock itself. Depending on the pricing of the option compared to
either the futures contract upon which it is based, or upon the price of the
underlying financial instrument or index itself, purchase of a call option may
be less risky than the ownership of the interest rate or index based futures
contract or the underlying securities. Call options on commodity futures
contracts may be purchased to hedge against an interest rate increase or a
market advance when a Fund is not fully invested.
Use of New Investment Techniques Involving Financial Futures Contracts
or Related Options. The Funds may employ new investment techniques involving
financial futures contracts and related options. The Funds intend to take
advantage of new techniques in these areas which may be developed from time to
time and which are consistent with the Fund's investment objective. The Trust
believes that no additional techniques have been identified for employment by
the Funds in the foreseeable future other than those described above.
Limitations on Purchase and Sale of Futures Contracts and Related
Options on Such Futures Contracts. A Fund will not enter into a futures contract
if, as a result thereof, more than 5% of the Fund's total assets (taken at
market value at the time of entering into the contract) would be committed to
margin deposits on such futures contracts, including any premiums paid for
options on futures.
The Funds intend that futures contracts and related options
transactions will be entered into for traditional hedging purposes. That is,
futures contracts will be sold to protect against a decline in the price of
securities that a Fund owns, or futures contracts will be purchased to protect a
Fund against an increase in the price of securities it intends to purchase. The
Funds do not intend to enter into futures contracts for speculation.
In instances involving the purchase of futures contracts by a Fund, an
amount of cash and cash equivalents equal to the market value of the futures
contracts will be deposited in a segregated account with the Trust's custodian
and/or in a margin account with a Broker to collateralize the position and
thereby insure that the use of such futures is unleveraged.
Risks of Futures Contracts. Financial futures contracts prices are
volatile and are influenced, among other things, by changes in stock prices,
market conditions, prevailing interest rates and anticipation of future stock
prices, market movements or interest rate changes, all of which in turn are
affected by economic conditions, such as government fiscal and monetary policies
and actions, and national and international political and economic events.
At best, the correlation between changes in prices of futures contracts
and of the securities being hedged can be only approximate. The degree of
imperfection of correlation depends upon circumstances, such as variations in
speculative market demand for futures contracts and for securities, including
technical influences in futures contracts trading or differences between the
securities being hedged and the financial instruments and indexes underlying the
standard futures contracts available for trading in such respects as interest
rate levels, maturities and creditworthiness of issuers, or identities of
securities comprising the index and those in a Fund's portfolio. In addition,
futures contract transactions involve the remote risk that a party be unable to
fulfill its obligations and that the amount of the obligation will be beyond the
ability of the clearing broker to satisfy. A decision of whether, when and how
to hedge involves the exercise of skill and judgment, and even a well conceived
hedge may be unsuccessful to some degree because of market behavior or
unexpected interest rate trends.
Because of the low margin deposits required, futures trading involves
an extremely high degree of leverage. As a result, a relatively small price
movement in a futures contract may result in immediate and substantial loss, as
well as gain, to the investor. For example, if at the time of purchase, 10% of
the value of the futures contract is deposited as margin, a 10% decrease in the
value of the futures contract would result in a total loss of the margin
deposit, before any deduction for the transaction costs, if the account were
then closed out, and a 15% decrease would result in a loss equal to 150% of the
original margin deposit. Thus, a purchase or sale of a futures contract may
result in losses in excess of the amount invested in the futures contract.
However, a Fund would presumably have sustained comparable losses if, instead of
entering into the futures contract, it had invested in the underlying financial
instrument. Furthermore, in order to be certain that a Fund has sufficient
assets to satisfy its obligations under a futures contract, the Fund will
establish a segregated account in connection with its futures contracts which
will hold cash or cash equivalents equal in value to the current value of the
underlying instruments or indices less the margins on deposit.
Most U.S. futures exchanges limit the amount of fluctuation permitted
in futures contract prices during a single trading day. The daily limit
establishes the maximum amount that the price of a futures contract may vary
either up or down from the previous day's settlement price at the end of a
trading session. Once the daily limit has been reached in a particular type of
contract, no trades may be made on that day at a price beyond that limit. The
daily limit governs only price movement during a particular trading day and
therefore does not limit potential losses because the limit may prevent the
liquidation of unfavorable positions. Futures contract prices have occasionally
moved to the daily limit for several consecutive trading days with little or no
trading, thereby preventing prompt liquidation of futures positions and
subjecting some futures traders to substantial losses.
Risks of Options on Futures Contracts. In addition to the risks
described above for financial futures contracts, there are several special risks
relating to options on futures contracts. The ability to establish and close out
positions on such options will be subject to the development and maintenance of
a liquid secondary market. There is no assurance that a liquid secondary market
will exist for any particular contract or at any particular time. A Fund will
not purchase options on any futures contract unless and until it believes that
the market for such options has developed sufficiently that the risks in
connection with such options are not greater than the risks in connection with
the futures contracts. Compared to the use of futures contracts, the purchase of
options on such futures involves less potential risk to a Fund because the
maximum amount at risk is the premium paid for the options (plus transaction
costs). However, there may be circumstances when the use of an option on a
futures contract would result in a loss to a Fund, even though the use of a
futures contract would not, such as when there is no movement in the level of
the futures contract.
Corporate Bond Ratings
Higher yields are usually available on securities that are lower rated
or that are unrated. Bonds rated Baa by Moody's Investors Service ("Moody's")
are considered as medium grade obligations, which are neither highly protected
nor poorly secured. Debt rated BBB by Standard & Poor's Ratings Group ("S&P") is
regarded as having an adequate capacity to pay interest and repay principal,
although adverse economic conditions are more likely to lead to a weakened
capacity to pay interest and repay principal for debt in this category than in
higher rated categories. Lower rated securities are usually defined as Baa or
lower by Moody's or BBB or lower by S&P. A Fund may purchase unrated securities,
which are not necessarily of lower quality than rated securities but may not be
attractive to as many buyers. Debt rated BB, B, CCC, CC and C by S&P is
regarded, on balance, as predominantly speculative with respect to capacity to
pay interest and repay principal in accordance with the terms of the obligation.
BB indicates the lowest degree of speculation and C the highest degree of
speculation. While such debt will likely have some quality and protective
characteristics, these are outweighed by large uncertainties or major risk
exposures to adverse conditions. Debt rated CI by S&P is debt (income bonds) on
which no interest is being paid. Debt rated D by S&P is in default and payment
of interest and/or repayment of principal is in arrears. A Fund intends to
invest in D-rated debt only in cases where, in the judgment of the Fund's
investment adviser, there is a distinct prospect of improvement in the issuer's
financial position as a result of the completion of reorganization or otherwise.
Bonds that are rated Ca by Moody's are of poor standing. Such issues may be in
default or there may be present elements of danger with respect to principal or
interest. Bonds that are rated Ca by Moody's represent obligations which are
speculative to a high degree. Such issues are often in default or have other
market shortcomings. Bonds that are rated C by Moody's are the lowest rated
class of bonds, and issues so rated can be regarded as having extremely poor
prospects of ever attaining any real investment standing.
Convertible Securities
Convertible securities include bonds, debentures, corporate notes,
preferred stocks and other securities. Convertible securities are securities
that the holder can convert into common stock. Convertible securities rank
senior to common stock in a corporation's capital structure and, therefore,
entail less risk than a corporation's common stock. The value of a convertible
security is a function of its investment value (its market worth without a
conversion privilege) and its conversion value (its market worth if exchanged).
If a convertible security's investment value is greater than its conversion
value, its price primarily will reflect its investment value and will tend to
vary inversely with interest rates (the issuer's creditworthiness and other
factors may also affect its value). If a convertible security's conversion value
is greater than its investment value, its price will tend to be higher than its
conversion value and it will tend to fluctuate directly with the price of the
underlying equity security.
Investment Company Securities
Securities of other investment companies may be acquired by each of the
Funds to the extent permitted under the Investment Company Act of 1940, as
amended (the "1940 Act"). These limits require that, as determined immediately
after a purchase is made, (i) not more than 5% of the Fund's total assets will
be invested in the securities of any one investment company, (ii) not more than
10% of the value of its total assets will be invested in the aggregate in
securities of investment companies as a group, and (iii) not more than 3% of the
outstanding voting stock of any one investment company will be owned by the
Fund. As a shareholder of another investment company, a Portfolio would bear,
along with other shareholders, its pro rata portion of the other investment
company's expenses, including advisory fees. These expenses would be in addition
to the advisory and other expenses that the Portfolio bears directly in
connection with its own operations.
Loans of Securities
To generate income and offset expenses, the Funds may lend portfolio
securities to broker-dealers and other financial institutions. Loans of
securities by a Fund may not exceed 30% of the value of the Fund's total assets.
While securities are on loan, the borrower will pay the Fund any income accruing
on the security. The Fund may invest any collateral it receives in additional
portfolio securities, such as U.S. Treasury notes, certificates of deposit,
other high-grade, short-term obligations or interest bearing cash equivalents.
Gains or losses in the market value of a security lent will affect the Fund and
its shareholders.
When a Fund lends its securities, it will require the borrower to give
the Fund collateral in cash or government securities. The Fund will require
collateral in an amount equal to at least 100% of the current market value of
the securities lent, including accrued interest. The Fund has the right to
call a loan and obtain the securities lent any time on notice of not more than
five business days. The Fund may pay reasonable fees in connection with such
loans.
Although voting rights attendant to securities lent pass to the
borrower, the Fund may call such loans at any time and may vote the securities
if it believes a material event affecting the investment is to occur. The Fund
may experience a delay in receiving additional collateral or in recovering the
securities lent or may even suffer a loss of rights in the collateral should the
borrower of the securities fail financially. A Fund may only make loans to
borrowers deemed to be of good standing, under standards approved by the Board
of Trustees, when the income to be earned from the loan justifies the attendant
risks.
Master Demand Notes
Master demand notes are unsecured obligations that permit the
investment of fluctuating amounts by the Funds at varying rates of interest
pursuant to direct arrangements between a Fund, as lender, and the issuer, as
borrower. Master demand notes may permit daily fluctuations in the interest rate
and daily changes in the amounts borrowed. A Fund has the right to increase the
amount under the note at any time up to the full amount provided by the note
agreement, or to decrease the amount. The borrower may repay up to the full
amount of the note without penalty. Notes purchased by a Fund permit the Fund to
demand payment of principal and accrued interest at any time (on not more than
seven days' notice). Notes acquired by a Fund may have maturities of more than
one year, provided that (1) the Fund is entitled to payment of principal and
accrued interest upon not more than seven days' notice, and (2) the rate of
interest on such notes is adjusted automatically at periodic intervals, which
normally will not exceed 31 days, but may extend up to one year. The notes are
deemed to have a maturity equal to the longer of the period remaining to the
next interest rate adjustment or the demand notice period. Because these types
of notes are direct lending arrangements between the lender and borrower, such
instruments are not normally traded and there is no secondary market for these
notes, although they are redeemable and thus repayable by the borrower at face
value plus accrued interest at any time. Accordingly, a Fund's right to redeem
is dependent on the ability of the borrower to pay principal and interest on
demand. In connection with master demand note arrangements, a Fund's investment
adviser considers, under standards established by the Board of Trustees, earning
power, cash flow and other liquidity ratios of the borrower and will monitor the
ability of the borrower to pay principal and interest on demand. These notes are
not typically rated by credit rating agencies. Unless rated, a Fund may invest
in them only if at the time of an investment the issuer meets the criteria
established for commercial paper discussed in this statement of additional
information (which limits such investments to commercial paper rated A-1 by S&P,
Prime-1 by Moody's or F-1 by Fitch Investors Service, L.P.).
Obligations of Foreign Branches of United States Banks
The obligations of foreign branches of U.S. banks may be general
obligations of the parent bank in addition to the issuing branch, or may be
limited by the terms of a specific obligation and by government regulation.
Payment of interest and principal upon these obligations may also be affected by
governmental action in the country of domicile of the branch (generally referred
to as sovereign risk). In addition, evidences of ownership of such securities
may be held outside the U.S. and a Fund may be subject to the risks associated
with the holding of such property overseas. Examples of governmental actions
would be the imposition of currency controls, interest limitations, withholding
taxes, seizure of assets or the declaration of a moratorium. Various provisions
of federal law governing domestic branches do not apply to foreign branches of
domestic banks.
Obligations of United States Branches of Foreign Banks
Obligations of U.S. branches of foreign banks may be general
obligations of the parent bank in addition to the issuing branch, or may be
limited by the terms of a specific obligation and by federal and state
regulation as well as by governmental action in the country in which the foreign
bank has its head office. In addition, there may be less publicly available
information about a U.S. branch of a foreign bank than about a domestic bank.
Repurchase Agreements
The Funds may enter into repurchase agreements with entities that are
registered U.S. government securities dealers, including member banks of the
Federal Reserve System having at least $1 billion in assets, primary dealers in
U.S. government securities or other financial institutions believed by a Fund's
Adviser to be creditworthy. A repurchase agreement is an agreement by which a
person (e.g., a Fund) obtains a security and simultaneously commits to return
the security to the seller (a member bank of the Federal Reserve System or
recognized securities dealer) at an agreed upon price (including principal and
interest) on an agreed upon date within a number of days (usually not more than
seven) from the date of purchase. The resale price reflects the purchase price
plus an agreed upon market rate of interest which is unrelated to the coupon
rate or maturity of the underlying security. A repurchase agreement involves the
obligation of the seller to pay the agreed upon price, which obligation is in
effect secured by the value of the underlying security.
A Fund or its custodian will take possession of the securities subject
to repurchase agreements, and these securities will be marked to market daily.
To the extent that the original seller does not repurchase the securities from
the Fund, the Fund could receive less than the repurchase price on any sale of
such securities. In the event that such a defaulting seller filed for bankruptcy
or became insolvent, disposition of such securities by a Fund might be delayed
pending court action. The Funds believe that under the regular procedures
normally in effect for custody of a Fund's portfolio securities subject to
repurchase agreements, a court of competent jurisdiction would rule in favor of
the Fund and allow retention or disposition of such securities. A Fund will only
enter into repurchase agreements with banks and other recognized financial
institutions, such as broker-dealers, which are deemed by the Adviser to be
creditworthy pursuant to guidelines established by the Trustees.
Restricted and Illiquid Securities
Pursuant to Rule 144A under the Securities Act of 1933 ("Rule 144A"),
the Board of Trustees of the Trust determines the liquidity of certain
restricted securities Rule 144A is a non-exclusive safe-harbor for certain
secondary market transactions involving securities subject to restrictions on
resale under federal securities laws. Rule 144A provides an exemption from
registration for resale of otherwise restricted securities to qualified
institutional buyers. Rule 144A was expected to further enhance the liquidity of
the secondary market for securities eligible for sale under Rule 144A. In
determining the liquidity of certain restricted securities the Trustees
consider: (i) the frequency of trades and quotes for the security; (ii) the
number of dealers willing to purchase or sell the security and the number of
other potential buyers; (iii) dealer undertakings to make a market in the
security; and (iv) the nature of the security and the nature of the marketplace
trades.
Reverse Repurchase Agreements
Under a reverse repurchase agreement, a Fund would sell securities and
agree to repurchase them at a mutually agreed upon date and price. Reverse
repurchase agreements involve the risk that the market value of the securities
which the Fund is obligated to repurchase may decline below the repurchase
price.
When-Issued, Delayed-Delivery and Forward Commitment Transactions
The Funds may purchase securities on a when-issued or delayed delivery
basis and may purchase or sell securities on a forward commitment basis. These
transactions involve the purchase of debt obligations with delivery and payment
normally taking place within a month or more after the date of commitment to
purchase. The Funds will only make commitments to purchase obligations on a
when-issued basis with the intention of actually acquiring the securities, but
may sell them before the settlement date. The when-issued securities are subject
to market fluctuation, and no interest accrues on the security to the purchaser
during this period. The payment obligation and the interest rate that will be
received on the securities are each fixed at the time the purchaser enters into
the commitment.
Segregated accounts will be established with the custodian, and the
Funds will maintain liquid assets in an amount at least equal in value to a
Fund's commitments to purchase when-issued securities. If the value of these
assets declines, a Fund will place additional liquid assets in the account on a
daily basis so that the value of the assets in the account is equal to the
amount of such commitments.
Purchasing obligations on a when-issued basis is a form of leveraging
and can involve a risk that the yields available in the market when the delivery
takes place may actually be higher than those obtained in the transaction
itself. In that case there could be an unrealized loss at the time of delivery.
A Fund uses when-issued, delayed-delivery and forward commitment
transactions to secure what it considers to be an advantageous price and yield
at the time of purchase. When a Fund engages in when- issued, delayed-delivery
and forward commitment transactions, it relies on the buyer or seller, as the
case may be, to consummate the sale. If the buyer or seller fails to complete
the sale, then the Fund may miss the opportunity to obtain the security at a
favorable price or yield.
Typically, no income accrues on securities a Fund has committed to
purchase prior to the time when delivery of the securities is made, although the
Fund may earn income on securities it has deposited in a segregated account.
When purchasing a security on a when-issued, delayed-delivery, or forward
commitment basis, the Fund assumes the rights and risks of ownership of the
security, including the risk of price and yield fluctuations, and takes such
fluctuations into account when determining its net asset value. Because the Fund
is not required to pay for the security until the delivery date, these risks are
in addition to the risks associated with the Fund's other investments.
In addition to the investments listed above, Evergreen Select Balanced Fund may
invest in the following types of fixed-income investments:
Payment-in-kind Securities
Payment-in-kind ("PIK") securities pay interest in either cash or
additional securities, at the issuer's option, for a specified period. The
issuer's option to pay in additional securities typically ranges from one to six
years, compared to an average maturity for all PIK securities of eleven years.
Call protection and sinking fund features are comparable to those offered on
traditional debt issues.
PIKs, like zero coupon bonds, are designed to give an issuer
flexibility in managing cash flow. Several PIKs are senior debt. In other cases,
where PIKs are subordinated, most senior lenders view them as equity
equivalents.
An advantage of PIKs for the issuer -- as with zero coupon securities
- -- is that interest payments are automatically compounded (reinvested) at the
stated coupon rate, which is not the case with cash-paying securities. However,
PIKs are gaining popularity over zeros since interest payments in additional
securities can be monetized and are more tangible than accretion of a discount.
As a group, PIK bonds trade flat (i.e., without accrued interest).
Their price is expected to reflect an amount representing accreted interest
since the last payment. PIKs generally trade at higher yields than comparable
cash-paying securities of the same issuer. Their premium yield is the result of
the lesser desirability of non-cash interest, the more limited audience for
non-cash paying securities, and the fact that many PIKs have been issued to
equity investors who do not normally own or hold such securities.
Calculating the true yield on a PIK security requires a discounted cash
flow analysis if the security (ex interest) is trading at a premium or a
discount because the realizable value of additional payments is equal to the
current market value of the underlying security, not par.
Regardless of whether PIK securities are senior or deeply subordinated,
issuers are highly motivated to retire them because they are usually their most
costly form of capital.
U.S. Government Obligations
The types of U.S. government obligations in which the Evergreen Select
Balanced Fund may invest generally include obligations that U.S. government
agencies or instrumentalities have issued or guaranteed.
These securities are backed by:
(1) the discretionary authority of the U.S. government to purchase
certain obligations of agencies or instrumentalities; or
(2) the credit of the agency or instrumentality issuing the
obligations. Examples of agencies and instrumentalities that may
not always receive financial support from the U.S. government are:
(i) Farm Credit System, including the National Bank for
Cooperatives, Farm Credit Banks and Banks for Cooperatives;
(ii) Farmers Home Administration;
(iii) Federal Home Loan Banks;
(iv) Federal Home Loan Mortgage Corporation;
(v) Federal National Mortgage Association;
(vi) Government National Mortgage Association; and
(vii) Student Loan Marketing Association.
GNMA Securities
Evergreen Select Balanced Fund may invest in securities issued by the
Government National Mortgage Association ("GNMA"), a wholly-owned U.S.
government corporation, which guarantees the timely payment of principal and
interest, but not premiums paid to purchase these instruments. The market value
and interest yield of these instruments can vary due to market interest rate
fluctuations and early prepayments of underlying mortgages. These securities
represent ownership in a pool of federally insured mortgage loans. GNMA
certificates consist of underlying mortgages with a maximum maturity of 30
years. However, due to scheduled and unscheduled principal payments, GNMA
certificates have a shorter average maturity and, therefore, less principal
volatility than a comparable 30-year bond. Since prepayment rates vary widely,
it is not possible to accurately predict the average maturity of a particular
GNMA pool. The scheduled monthly interest and principal payments relating to
mortgages in the pool will be "passed through" to investors. GNMA securities
differ from conventional bonds in that principal is paid back to the certificate
holders over the life of the loan rather than at maturity. As a result, there
will be monthly scheduled payments of principal and interest. In addition, there
may be unscheduled principal payments representing prepayments on the underlying
mortgages.
Although GNMA certificates may offer yields higher than those available
from other types of U.S. government securities, GNMA certificates may be less
effective than other types of securities as a means of "locking in" attractive
long-term rates because of the prepayment feature. For instance, when interest
rates decline, the value of a GNMA certificate likely will not rise as much as
comparable debt securities due to the prepayment feature. In addition, these
prepayments can cause the price of a GNMA certificate originally purchased at a
premium to decline compared to its par value, which may result in a loss.
Mortgage-Backed or Asset-Backed Securities
Evergreen Select Balanced Fund may invest in mortgage-backed securities
and asset-backed securities. Two principal types of mortgage-backed securities
are collateralized mortgage obligations ("CMOs") and real estate mortgage
investment conduits ("REMICs"). CMOs are securities collateralized by mortgages,
mortgage pass-throughs, mortgage pay-through bonds (bonds representing an
interest in a pool of mortgages where the cash flow generated from the mortgage
collateral pool is dedicated to bond repayment), and mortgage-backed bonds
(general obligations of the issuers payable out of the issuers' general funds
and additionally secured by a first lien on a pool of single family detached
properties). Many CMOs are issued with a number of classes or series which have
different maturities and are retired in sequence.
Investors purchasing CMOs in the shortest maturities receive or are
credited with their pro rata portion of the scheduled payments of interest and
principal on the underlying mortgages plus all unscheduled prepayments of
principal up to a predetermined portion of the total CMO obligation. Until that
portion of such CMO obligation is repaid, investors in the longer maturities
receive interest only. Accordingly, the CMOs in the longer maturity series are
less likely than other mortgage pass-throughs to be prepaid prior to their
stated maturity. Although some of the mortgages underlying CMOs may be supported
by various types of insurance, and some CMOs may be backed by GNMA certificates
or other mortgage pass-throughs issued or guaranteed by U.S. government agencies
or instrumentalities, the CMOs themselves are not generally guaranteed.
REMICs, which were authorized under the Tax Reform Act of 1986, are
private entities formed for the purpose of holding a fixed pool of mortgages
secured by an interest in real property. REMICs are similar to CMOs in that they
issue multiple classes of securities.
In addition to mortgage-backed securities, the Fund may invest in
securities secured by other assets including company receivables, truck and auto
loans, leases, and credit card receivables. These issues may be traded
over-the-counter and typically have a short-intermediate maturity structure
depending on the pay down characteristics of the underlying financial assets
which are passed through to the security holder.
Credit card receivables are generally unsecured and the debtors are
entitled to the protection of a number of state and federal consumer credit
laws, many of which give such debtors the right to set off certain amounts owed
on the credit cards, thereby reducing the balance due. Most issuers of
asset-backed securities backed by automobile receivables permit the servicers of
such receivables to retain possession of the underlying obligations. If the
servicer were to sell these obligations to another party, there is a risk that
the purchaser would acquire an interest superior to that of the holders of the
rated asset-backed securities. In addition, because of the large number of
vehicles involved in a typical issuance and technical requirements under state
laws, the trustee for the holders of asset-backed securities backed by
automobile receivables may not have a proper security interest in all of the
obligations backing such receivables. Therefore, there is the possibility that
recoveries on repossessed collateral may not, in some cases, be available to
support payments on these securities.
In general, issues of asset-backed securities are structured to include
additional collateral and/or additional credit support to protect against the
risk that a portion of the collateral supporting the asset-backed securities may
default and/or may suffer from these defects. In evaluating the strength of
particular issues of asset-backed securities, the Adviser considers the
financial strength of the guarantor or other provider of credit support, the
type and extent of credit enhancement provided as well as the documentation and
structure of the issue itself and the credit support.
Variable or Floating Rate Instruments
Evergreen Select Balanced Fund may invest in variable or floating rate
instruments which may involve a demand feature and may include variable amount
master demand notes which may or may not be backed by bank letters of credit.
Variable or floating rate instruments bear interest at a rate which varies with
changes in market rates. The holder of an instrument with a demand feature may
tender the instrument back to the issuer at par prior to maturity. A variable
amount master demand note is issued pursuant to a written agreement between the
issuer and the holder, its amount may be increased by the holder or decreased by
the holder or issuer, it is payable on demand, and the rate of interest varies
based upon an agreed formula. The quality of the underlying credit must, in the
opinion of the Adviser, be equivalent to the long-term bond or commercial paper
ratings applicable to permitted investments for each Fund. The Adviser will
monitor, on an ongoing basis, the earning power, cash flow, and liquidity ratios
of the issuers of such instruments and will similarly monitor the ability of an
issuer of a demand instrument to pay principal and interest on demand.
INVESTMENT RESTRICTIONS AND GUIDELINES
Fundamental Policies
Each Fund has adopted the fundamental investment restrictions set forth
below which may not be changed without the vote of a majority of the Fund's
outstanding shares, as defined in the 1940 Act. Unless otherwise stated,
all references to the assets of a Fund are in terms of current market
value.
Diversification
Each Fund may not make any investment that is inconsistent with its
classification as a diversified investment company under the 1940 Act.
Concentration
Each Fund may not invest more than 25% of its total assets, taken at
market value, in the securities of issuers primarily engaged in a
particular industry. This restriction does not apply to securities that are
issued or guaranteed by the United States government or its agencies or
instrumentalities.
Issuing Senior Securities
Except as permitted under the 1940 Act, each Fund may not issue senior
securities.
Borrowing
Each Fund may not borrow money, except to the extent permitted by
applicable law, and the guidelines set forth in each Fund's prospectuses
and statement of additional information, as they may be amended from time
to time.
Underwriting Securities Issued by Other Persons
Each Fund may not underwrite securities issued by other persons, except
insofar as each Fund may be deemed to be an underwriter in connection with
the disposition of its portfolio securities.
Real Estate
Each Fund may not buy or sell real estate, except that, to the extent
permitted by applicable law, each Fund may invest in (a) securities that
are directly or indirectly secured by real estate, or (b) securities issued
by companies that invest in real estate.
Commodities
Each Fund may not purchase or sell physical commodities or contracts on
commodities, except that each Fund may engage in financial futures contacts
and related options and currency contracts and related options on such
contracts and may otherwise do so in accordance with applicable law and
each Fund's prospectuses and statement of additional information, and
without registering as a commodity pool operator under the Commodity
Exchange Act.
Loans to Other Persons
Each Fund may lend its portfolio securities to the extent permitted by
applicable law and the guidelines set forth in its current prospectuses and
statement of additional information. Otherwise, each Fund may not make
loans to other persons. Each Fund does not consider the acquisition of
investment instruments in accordance with each Fund's prospectuses and
statement of additional information to be the making of a loan.
Guidelines
The following guidelines are non-fundamental operating policies and may
be changed by the Funds' Board of Trustees without shareholder vote.
Borrowings
Each Fund may borrow from banks in an amount up to 33 1/3% of its total
assets, taken at market value. A Fund may only borrow as a temporary
measure for extraordinary or emergency purposes such as the redemption of
Fund shares. A Fund will not purchase securiteis while borrowings are
outstanding except to exercise prior commitments and to exercise
subscription rights.
Illiquid Securities
Each Fund will not invest more than 15% of its net assets in securities
that are illiquid. A security is illiquid when a fund may not dispose of it
in the ordinary course of business within seven days at approximately the
value at which the Fund has the investment on its books.
Investment in Other Investment Companies
Each Fund may purchase the shares of other investment companies to the
extent permitted under the 1940 Act. Currently, each Fund may not (1) own
more than 3% of the outstanding voting stock of another investment company,
(2) invest more than 5% of its assets in the securities of any single
investment company, and (3) invest more than 10% of its assts in investment
companies. However, each Fund may invest all of its investable assets in
securities of a single open-end management investment company with
substantially the same fundamental investment objectives, policies and
limitations as that Fund.
MANAGEMENT OF THE TRUST
Set forth below are the Trustees and officers of the Trust and their
principal occupations and some of their affiliations over the last five years.
Unless otherwise indicated, the address for each Trustee and officer is 200
Berkeley Street, Boston, Massachusetts, 02116. Each Trustee is also a Trustee of
each of the other Trusts in the Evergreen Fund complex.
<TABLE>
<S> <C> <C>
Name Position with Trust Principal Occupations for Last Five Years
- ------------------------------- -------------------------- -------------------------------------------------------------
Laurence B. Ashkin Trustee Real estate developer and construction consultant;
and President of Centrum Equities and Centrum
Properties, Inc.
Charles A. Austin III Trustee Investment Counselor to Appleton Partners, Inc.;
and former Managing Director, Seaward
Management Corporation (investment advice).
K. Dun Gifford Trustee Trustee, Treasurer and Chairman of the Finance
Committee, Cambridge College; Chairman Emeritus
and Director, American Institute of Food and Wine;
Chairman and President, Oldways Preservation and
Exchange Trust (education); former Chairman of
the Board, Director, and Executive Vice President,
The London Harness Company; former Managing
Partner, Roscommon Capital Corp.; former Chief
Executive Officer, Gifford Gifts of Fine Foods;
former Chairman, Gifford, Drescher & Associates
(environmental consulting); and former Director,
Keystone Investments, Inc.
James S. Howell Chairman of the Former Chairman of the Distribution Foundation for
Board of Trustees the Carolinas; and former Vice President of Lance
Inc. (food manufacturing).
Leroy Keith, Jr. Trustee Chairman of the Board and Chief Executive Officer,
Carson Products Company; Director of Phoenix
Total Return Fund and Equifax, Inc.; Trustee of
Phoenix Series Fund, Phoenix Multi-Portfolio Fund,
and The Phoenix Big Edge Series Fund; and former
President, Morehouse College.
Gerald M. McDonnell Trustee Sales Representative with Nucor-Yamoto, Inc.
(steel producer).
Name Position with Trust Principal Occupations for Last Five Years
- ------------------------------- -------------------------- -------------------------------------------------------------
Thomas L. McVerry Trustee Former Vice President and Director of Rexham
Corporation; and former Director of Carolina
Cooperative Federal Credit Union.
*William Walt Pettit Trustee Partner in the law firm of Holcomb and Pettit, P.A.
David M. Richardson Trustee Vice Chair and former Executive Vice President,
DHR International, Inc. (executive recruitment);
former Senior Vice President, Boyden International
Inc. (executive recruitment); and Director,
Commerce and Industry Association of New
Jersey, 411 International, Inc., and J&M Cumming
Paper Co.
Russell A. Salton, III MD Trustee Medical Director, U.S. Health Care/Aetna Health
Services; former Managed Health Care
Consultant; former President, Primary Physician
Care.
Michael S. Scofield Trustee Attorney, Law Offices of Michael S. Scofield.
Richard J. Shima Trustee Executive Consultant, Drake Beam Morin, Inc.
(executive outplacement); Director of Connecticut
Natural Gas Corporation, Hartford Hospital, Old
State House Association, Middlesex Mutual Assurance
Company, and Enhance Financial Services, Inc.; Chairman,
Board of Trustees, Hartford Graduate Center; Trustee,
Greater Hartford YMCA; former Director, Vice Chairman
and Chief Investment Officer, The Travelers Corporation;
former Trustee, Kingswood-Oxford School; and former
Managing Director and Consultant, Russell Miller, Inc.
John J. Pileggi President and Senior Managing Director, Furman Selz LLC since
Treasurer 1992; Managing Director from 1984 to 1992;
Consultant to BISYS Fund Services since 1996; 230 Park
Avenue, Suite 910, New York, NY.
George O. Martinez Secretary Senior Vice President and Director of
Administration and Regulatory Services, BISYS
Fund Services; Vice President/Assistant General
Counsel, Alliance Capital Management from 1988
to 1995; 3435 Stelzer Road, Columbus, OH.
*This Trustee may be considered an interested trustee within the
meaning of the 1940 Act.
The officers of the Trust are all officers and/or employees of The
BISYS Group, Inc. ("BISYS"), except for Mr. Pileggi, who is a consultant to
BISYS. For more information see "Sub-Administrator" below.
</TABLE>
INVESTMENT ADVISORY AND OTHER SERVICES
INVESTMENT ADVISERS
The First Capital Group of First Union National Bank ("FUNB") is the
investment adviser (the "Adviser") to each Fund other than the Evergreen Select
Small Company Value Fund. FUNB is a subsidiary of First Union Corporation, a
bank holding company headquartered in Charlotte, North Carolina. First Union
Corporation and its subsidiaries provide a broad range of financial services to
individuals and businesses throughout the United States. First Union Corporation
and FUNB are located at 201 South College Street, Charlotte North Carolina
28288.
Evergreen Asset Management Corp. ("Evergreen Asset") is the investment
adviser to Evergreen Select Small Company Value Fund. Evergreen Asset is
located at 2500 Westchester Avenue, Purchase, New York 10577 and is also a
subsidiary of First Union Corporation.
Pursuant to the advisory agreement (the "Advisory Agreement" or,
collectively, the "Advisory Agreements") between the Trust and each Adviser, and
subject to the supervision of the Trust's Board of Trustees, each Adviser
furnishes to each Fund investment advisory, management and administrative
services, office facilities, and equipment in connection with its services for
managing the investment and reinvestment of each Fund's assets. Each Adviser
pays for all of the expenses incurred in connection with the provision of its
services.
Each Fund pays for all charges and expenses, other than those
specifically referred to as being borne by the Adviser, including, but not
limited to, (1) custodian charges and expenses; (2) bookkeeping and auditors'
charges and expenses; (3) transfer agent charges and expenses; (4) fees and
expenses of Independent Trustees; (5) brokerage commissions, brokers' fees and
expenses; (6) issue and transfer taxes; (7) costs and expenses under the
Distribution Plan; (8) taxes and trust fees payable to governmental agencies;
(9) the cost of share certificates; (10) fees and expenses of the registration
and qualification of such Fund and its shares with the Securities and Exchange
Commission or under state or other securities laws; (11) expenses of preparing,
printing and mailing prospectuses, statements of additional information,
notices, reports and proxy materials to shareholders of such Fund; (12) expenses
of shareholders' and Trustees' meetings; (13) charges and expenses of legal
counsel for such Fund and for the Independent Trustees of the Trust on matters
relating to such Fund; and (14) charges and expenses of filing annual and other
reports with the Securities and Exchange Commission and other authorities; and
all extraordinary charges and expenses of such Fund.
Each Fund pays its respective Adviser a fee for its services, expressed
as a percentage of average net assets, as set forth below. In addition, each
Adviser has voluntarily agreed to reduce its advisory fee by 0.10%, resulting in
the net advisory fees that are indicated in the table below.
<TABLE>
<S> <C> <C>
Fund Advisory Fee Net Advisory Fee
Evergreen Select Strategic Value Fund 0.70% 0.60%
Evergreen Select Diversified Value Fund 0.50% 0.60%
Evergreen Select Large Cap Blend Fund 0.70% 0.60%
Evergreen Select Common Stock Fund 0.70% 0.60%
Evergreen Select Strategic Growth Fund 0.70% 0.60%
Evergreen Select Equity Income Fund 0.70% 0.60%
Evergreen Select Social Principles Fund 0.80% 0.70%
Evergreen Small Company Value Fund 0.90% 0.80%
Evergreen Select Balanced Fund 0.50% 0.60%
</TABLE>
Under the Advisory Agreement, any liability of the Adviser in
connection with rendering services thereunder is limited to situations involving
its willful misfeasance, bad faith, gross negligence or reckless disregard of
its duties.
The Advisory Agreement continues in effect for two years from its
effective date and, thereafter, from year to year only if approved at least
annually by the Board of Trustees of the Trust or by a vote of a majority of a
Fund's outstanding shares (as defined in the 1940 Act). In either case, the
terms of the Advisory Agreement and continuance thereof must be approved by the
vote of a majority of the Independent Trustees (Trustees who are not interested
persons of the Fund, as defined in the 1940 Act, and who have no direct or
indirect financial interest in the Fund's Distribution Plan or any agreement
related thereto) cast in person at a meeting called for the purpose of voting on
such approval. The Advisory Agreement may be terminated, without penalty, on 60
days' written notice by the Trust's Board of Trustees or by a vote of a majority
of outstanding shares. The Advisory Agreement will terminate automatically upon
its "assignment" as that term is defined in the 1940 Act.
DISTRIBUTION PLAN
Rule 12b-1 under the 1940 Act permits investment mutual funds to use
their assets to pay for distributing their shares. However, to take advantage of
Rule 12b-1, the 1940 Act requires that mutual funds comply with various
conditions, including adopting a distribution plan. The Funds have adopted a
distribution plan for their Institutional Service Shares (the "Plan") that
permits a Fund to deduct up to an annual rate of 0.25% of the Institutional
Service class's average net assets to pay for shareholder services. The Board of
Trustees, including a majority of the Independent Trustees, has approved the
plan.
The National Association of Securities Dealers, Inc. ("NASD") limits
the amount that a mutual fund may pay annually in distribution costs for sale of
its shares and shareholder service fees. The NASD limits annual expenditures to
1.00% of the aggregate average daily net asset value of its shares, of which
0.75% may be used to pay such distribution costs and 0.25% may be used to pay
shareholder service fees. The NASD also limits the aggregate amount that a Fund
may pay for such distribution costs to 6.25% of gross share sales since the
inception of the distribution plan, plus interest at the prime rate plus 1.00%
on such amounts remaining unpaid from time to time.
The Independent Trustees or a majority of the outstanding voting shares
of a Fund's Institutional Service Class may terminate the Plan.
A Fund cannot change the Plan in a way that materially increases the
distribution expenses of the Institutional Service Class without obtaining
shareholder approval. Otherwise, the Trustees may amend the Plan.
Management must report the amounts and purposes of expenditures under
the Plan to the Independent Trustees quarterly.
While the Institutional Service Distribution Plan is in effect, a Fund
will be required to commit the selection and nomination of candidates for
Independent Trustees to the discretion of the Independent Trustees.
The Independent Trustees of the Funds have determined that the Funds
will benefit from the Institutional Service shares distribution plan.
ADDITIONAL SERVICE PROVIDERS
Administrator
Evergreen Keystone Investment Services, Inc. ("EKIS") serves as
administrator to each Fund, subject to the supervision and control of the
Trust's Board of Trustees. EKIS provides the Funds with facilities, equipment
and personnel and is entitled to receive a fee based on the aggregate average
daily net assets of the Funds based on the total assets of all mutual funds
advised by First Union subsidiaries. EKIS' fee is calculated in accordance with
the following schedule: 0.60% on the first $7 billion; 0.0425% on the next $3
billion; 0.035% on the next $5 billion; 0.025% on the next $10 billion; 0.019%
on the next $5 billion and 0.014% on assets in excess of $30 billion.
Sub-Administrator
BISYS provides such personnel and certain administrative services to
the Fund pursuant to a sub- administrator agreement. For its services under that
agreement, BISYS receives a fee based on the aggregate average daily net assets
of the Fund at a rate based on the total assets of all mutual funds for which
FUNB affiliates serve as investment adviser and BISYS serves as sub-
administrator. The sub-administrator fee is calculated in accordance with the
following schedule: 0.0100% on the first $7 billion; 0.0075% on the next $3
billion; 0.0050% on the next $15 billion; and 0.0040% on assets in excess of $25
billion. BISYS is an affiliate of Evergreen Keystone Distributor, Inc., the
distributor of each Fund.
Transfer Agent
Evergreen Keystone Service Company, 200 Berkeley Street, Boston,
Massachusetts 02116.
Independent auditors
KPMG Peat Marwick LLP, 99 High Street, Boston, Massachusetts 02110.
Custodian
State Street Bank and Trust Company, 225 Franklin Street, Boston,
Massachusetts 02110.
BROKERAGE ALLOCATION AND OTHER PRACTICES
SELECTION OF BROKERS
In effecting transactions in portfolio securities for the Funds, the
Adviser seeks the best execution of orders at the most favorable prices. The
Adviser determines whether a broker has provided a Fund with best execution and
price in the execution of a securities transaction by evaluating, among other
things, the broker's ability to execute large or potentially difficult
transactions, and the financial strength and stability of the broker.
BROKERAGE COMMISSIONS
The Funds expect to buy and sell their fixed-income securities through
principal transactions that are directly from the issuer or from an underwriter
or market maker for the securities. Generally, the Funds will not pay brokerage
commissions for such purchases. Usually, when a Fund buys a security from an
underwriter, the purchase price will include any underwriting commission or
concession. The purchase price for securities bought from dealers serving as
market makers will similarly include the dealer's mark up or reflect a dealer's
mark down. When the Funds execute transactions in the over-the-counter market,
they will deal with primary market makers unless more favorable prices are
otherwise obtainable.
GENERAL BROKERAGE POLICIES
The Adviser makes investment decisions for a Fund independently from
those of its other clients. It may frequently develop, however, that the Adviser
will make the same investment decision for more than one client. Simultaneous
transactions are inevitable when the same security is suitable for the
investment objective of more than one account. When two or more of its clients
are engaged in the purchase or sale of the same security, the Adviser will
allocate the transactions according to a formula that is equitable to each of
its clients. Although, in some cases, this system could have a detrimental
effect on the price or volume of a Fund's securities, the Funds believe that in
other cases their ability to participate in volume transactions will produce
better executions. In order to take advantage of the availability of lower
purchase prices, the Funds may occasionally participate in group bidding for the
direct purchase from an issuer of certain securities.
The Board of Trustees periodically reviews the Funds' brokerage policy.
Because of the possibility of further regulatory developments affecting the
securities exchanges and brokerage practices generally, the Board of Trustees
may change, modify or eliminate any of the foregoing practices.
CAPITAL STOCK AND OTHER SECURITIES
FORM OF ORGANIZATION
The Trust was formed as a Delaware business trust on September 17, 1997
(the "Declaration of Trust"). A copy of the Declaration of Trust is on file as
an exhibit to the Trust's Registration Statement, of which this statement of
additional information is a part. This summary is qualified in its entirety by
reference to the Declaration of Trust.
DESCRIPTION OF SHARES
The Declaration of Trust authorizes the issuance of an unlimited number
of shares of beneficial interest of series and classes of shares. Each share of
a Fund represents an equal proportionate interest with each other share of that
series and/or class. Upon liquidation, shares are entitled to a pro rata share
of the Trust based on the relative net assets of each series and/or class.
Shareholders have no preemptive or conversion rights. Shares are redeemable and
transferable.
VOTING RIGHTS
Under the terms of the Declaration of Trust, the Trust is not required
to hold annual meetings. However, the Trust intends to hold meetings at least
annually. At meetings called for the initial election of Trustees or to consider
other matters, shares are entitled to one vote per share. Shares generally vote
together as one class on all matters. Classes of shares of a Fund have equal
voting rights. No amendment may be made to the Declaration of Trust that
adversely affects any class of shares without the approval of a majority of the
shares of that class. Shares have non-cumulative voting rights, which means that
the holders of more than 50% of the shares voting for the election of Trustees
can elect 100% of the Trustees to be elected at a meeting and, in such event,
the holders of the remaining 50% or less of the shares voting will not be able
to elect any Trustees.
After the initial meeting as described above, no further meetings of
shareholders for the purpose of electing Trustees will be held, unless required
by law, unless and until such time as less than a majority of the Trustees
holding office has been elected by shareholders, at which time, the Trustees
then in office will call a shareholders' meeting for the election of Trustees.
LIMITATION OF TRUSTEES' LIABILITY
The Declaration of Trust provides that a Trustee will not be liable for
errors of judgment or mistakes of fact or law, but nothing in the Declaration of
Trust protects a Trustee against any liability to which he would otherwise be
subject by reason of willful misfeasance, bad faith, gross negligence or
reckless disregard of the duties involved in the conduct of his office.
PURCHASE, REDEMPTION AND PRICING OF SECURITIES BEING
OFFERED
EXCHANGES
Investors may exchange shares of any Fund for shares of the same class
of any other Evergreen Select Fund, as described under Exchanges in the Funds
prospectus. Before you make an exchange, you should read the prospectus of the
Evergreen Select Fund into which you wish to exchange. The Trust reserves the
right to discontinue, alter or limit the exchange privilege at any time.
HOW THE FUNDS VALUE THEIR SHARES
How and When the Funds Calculate Their Net Asset Value Per Share ("NAV")
Each Fund computes its net asset value once daily on Monday through
Friday, as described in the prospectuses. A Fund will not compute its NAV on the
day the following legal holidays are observed: New Year's Day, Martin Luther
King, Jr. Day, Presidents' Day, Good Friday, Memorial Day, Independence Day,
Labor Day, Thanksgiving Day and Christmas Day.
Each class of shares of a Fund calculates its net asset value per share
by adding up its investments and other assets, subtracting its liabilities and
then dividing the result by the number of shares outstanding.
How the Funds Value The Securities They Own
Current values for a Fund's portfolio securities are determined in the
following manner:
(1) securities that are traded on a national securities exchange or the
over-the-counter National Market System ("NMS") are valued on the basis
of the last sales price on the exchange where primarily traded or NMS
prior to the time of the valuation, provided that a sale has occurred;
(2) securities traded in the over-the-counter market, other than on NMS
are valued at the mean of the bid and asked prices at the time of
valuation;
(3) short-term investments maturing in more than sixty days for which
market quotations are readily available are valued at current market
value;
(4) short-term investments maturing in sixty days or less (including all
master demand notes) are valued at amortized cost (original purchase
cost as adjusted for amortization of premium or accretion of discount),
which, when combined with accrued interest, approximates market;
(5) short-term investments maturing in more than sixty days when
purchased that are held on the sixtieth day prior to maturity are valued
at amortized cost (market value on the sixtieth day adjusted for
amortization of premium or accretion of discount), which, when combined
with accrued interest, approximates market; and
(6) securities, including restricted securities, for which complete
quotations are not readily available; listed securities or those on NMS
if, in the Fund's opinion, the last sales price does not reflect a
current market value or if no sale occurred; and other assets are valued
at prices deemed in good faith to be fair under procedures established
by the Board of Trustees.
SHAREHOLDER SERVICES
As described in the prospectuses, a shareholder may elect to receive
his or her dividends and capital gains distributions in cash instead of shares.
However, the Service Company will automatically convert a shareholder's
distribution option so that the shareholder reinvests all dividends and
distributions in additional shares when it learns that the postal or other
delivery service is unable to deliver checks or transaction confirmations to the
shareholder's address of record. A Fund will hold the returned distribution or
redemption proceeds in a non interest-bearing account in the shareholder's name
until the shareholder updates his or her address. Therefore, no interest will
accrue on amounts represented by uncashed distribution or redemption checks.
PRINCIPAL UNDERWRITER
Evergreen Keystone Distributor, Inc., 125 W. 55th Street, New York, New
York 10019 is the principal underwriter for the Trust and with respect to each
class of each Fund. The Trust has entered into a Principal Underwriting
Agreement ( "Underwriting Agreement") with the Distributor with respect to each
class of each Fund. The Distributor is a subsidiary of The BISYS Group, Inc.
The Distributor, as agent, has agreed to use its best efforts to find
purchasers for the shares. The Distributor may retain and employ representatives
to promote distribution of the shares and may obtain orders from broker-dealers,
and others, acting as principals, for sales of shares to them. The Underwriting
Agreement provides that the Distributor will bear the expense of preparing,
printing, and distributing advertising and sales literature and prospectuses
used by it.
All subscriptions and sales of shares by the Distributor are at the
public offering price of the shares, which is determined in accordance with the
provisions of the Trust's Declaration of Trust, By-Laws, current prospectuses
and statement of additional information. All orders are subject to acceptance by
the respective Trust and each Trust reserves the right, in its sole discretion,
to reject any order received. Under the Underwriting Agreement, the Trust is not
liable to anyone for failure to accept any order.
The Trust has agreed under the Underwriting Agreement to pay all
expenses in connection with the registration of its shares with the Securities
and Exchange Commission and auditing.
The Distributor has agreed that it will, in all respects, duly conform
with all state and federal laws applicable to the sale of the shares. The
Distributor has also agreed that it will indemnify and hold harmless the Trust
and each person who has been, is, or may be a Trustee or officer of the Trust
against expenses reasonably incurred by any of them in connection with any
claim, action, suit, or proceeding to which any of them may be a party that
arises out of or is alleged to arise out of any misrepresentation or omission to
state a material fact on the part of the Distributor or any other person for
whose acts the Distributor is responsible or is alleged to be responsible,
unless such misrepresentation or omission was made in reliance upon written
information furnished by the Trust.
The Underwriting Agreement provides that it will remain in effect as
long as its terms and continuance are approved annually (i) by a vote of a
majority of the Trust's Independent Trustees, and (ii) by vote of a majority of
the Trust's Trustees, in each case, cast in person at a meeting called for that
purpose.
The Underwriting Agreement may be terminated, without penalty, on 60
days' written notice by the Board of Trustees or by a vote of a majority of
outstanding shares subject to such agreement. The Underwriting Agreement will
terminate automatically upon its "assignment," as that term is defined in the
1940 Act.
From time to time, if, in the Distributor's judgment, it could benefit
the sales of shares, the Distributor may provide to selected broker-dealers
promotional materials and selling aids, including, but not limited to, personal
computers, related software, and data files.
CALCULATION OF PERFORMANCE DATA
Total return quotations for a class of shares of a Fund as they may
appear from time to time in advertisements are calculated by finding the average
annual compounded rates of return over one, five and ten year periods, or the
time periods for which such class of shares has been effective, whichever is
relevant, on a hypothetical $1,000 investment that would equate the initial
amount invested in the class to the ending redeemable value. To the initial
investment all dividends and distributions are added, and all recurring fees
charged to all shareholder accounts are deducted. The ending redeemable value
assumes a complete redemption at the end of the relevant periods.
Current yield quotations as they may appear, from time to time, in
advertisements will consist of a quotation based on a 30-day period ended on the
date of the most recent balance sheet of a Fund, computed by dividing the net
investment income per share earned during the period by the maximum offering
price per share on the last day of the base period.
Any given yield or total return quotation should not be considered
representative of a Fund's yield or total return for any future period.
ADDITIONAL INFORMATION
Except as otherwise stated in its prospectuses or required by law, a
Fund reserves the right to change the terms of the offer stated in its
prospectuses without shareholder approval, including the right to impose or
change fees for services provided.
No dealer, salesman or other person is authorized to give any
information or to make any representation not contained in a Fund's
prospectuses, statement of additional information or in supplemental sales
literature issued by such Fund or the Distributor, and no person is entitled to
rely on any information or representation not contained therein.
The Funds' prospectuses and statement of additional information omit
certain information contained in their registration statement. The Funds have
filed this SAI with the Securities and Exchange Commission and you may get a
copy of the SAI by writing to the Securities and Exchange Commission's principal
office in Washington, D.C. To get a copy of the SAI from the Securities and
Exchange Commission, you will have to pay the fee prescribed by its rules and
regulations.
FINANCIAL STATEMENTS
The audited statement of assets and liabilities and the reports thereon
of KPMG Peat Marwick LLP for each Fund will be filed by amendment.
<PAGE>
EVERGREEN SELECT EQUITY TRUST
PART C. OTHER INFORMATION
Item 24. Financial Statements and Exhibits.
To be filed by Amendment
(b) Exhibits. Unless otherwise indicated, each of the Exhibits listed below is
filed herewith.
<TABLE>
<CAPTION>
Exhibit
Number Description Location
- ------- ----------- -----------
<S> <C> <C>
1 Declaration of Trust Filed with Registration Statement
No. 33-360471\811-08363 (the "Registration
Statement") on September 19, 1997 and
incorporated by reference herein.
2 By-laws To be filed by amendment
3 Not applicable
4 Provisons of instruments defining the rights
of holders of the securities being registered
are contained in the Declaration of Trust
Articles II, V, VI, VIII, IX and By-laws
Articles II and VI included as part of
Exhibits 1 and 2 of this Registration
Statement
5(a) Form of Investment Advisory Agreement between To be filed by amendment
the Registrant and Evergreen Asset Management
Corp.
5(b) Form of Investment Advisory Agreement between To be filed by amendment
the Registrant and First Union National Bank
6 Form of Principal Underwriting Agreement between To be filed by amendment
the Registrant and Evergreen Keystone Distributor,
Inc.
7 Form of Deferred Compensation Plan To be filed by amendment
8 Form of Custodian Agreement between the Registrant To be filed by amendment
and State Street Bank and Trust Company
9(a) Form of Administration Agreement between Evergreen To be filed by amendment
Keystone Investment Services, Inc. and the
Registrant
9(b) Form of Sub Administrator Agreement between BISYS To be filed by amendment
Fund Services and Evergreen Keystone Investment
Services, Inc.
9(c) Form of Transfer Agent Agreement between the To be filed by amendment
Registrant and Evergreen Keystone Service Company.
10 Opinion and Consent of Sullivan & Worcester To be filed by amendment
11 Consent of KPMG Peat Marwick LLP To be filed by amendment
12 Not applicable
13 Not applicable
15 Distribution Plan for the Institutional Service To be filed by amendment
Class Adopted Pursuant to Rule 12b-1
18 Multiple Class Plan To be filed by amendment
19 Powers of Attorney Filed with the Registration Statement
and incorporated by reference herein.
</TABLE>
Item 25. Persons Controlled by or Under Common Control with Registrant.
None
Item 26. Number of Holders of Securities (as of September 30, 1997).
None
Item 27. Indemnification.
Provisions for the indemnification of the Registrant's Trustees and
officers are contained the Registrant's Declaration of Trust, a copy of which
was filed with the Registration Statement and is incorporated by reference
herein.
Provisions for the indemnification of Evergreen Keystone Distributor, Inc.,
the Registrant's principal underwriter, are contained in the Principal
Underwriting Agreement between Evergreen Keystone Distributor, Inc. and the
Registrant.
Item 28. Business or Other Connections of Investment Adviser.
The information required by this item with respect to Evergreen Asset
Management Corp. is incorporated by reference to the Form ADV (File No.
801-46522) of Evergreen Asset Management Corp.
The Directors and principal executive officers of First Union National Bank
are:
Edward E. Crutchfield, Jr. Chairman and Chief Executive Officer,
First Union Corporation; Chief Executive
Officer and Chairman, First Union National
Bank
Anthony P. Terracciano President, First Union Corporation; President
First Union National Bank
John R. Georgius Vice Chairman, First Union Corporation;
Vice Chairman, First Union National Bank
Marion A. Cowell, Jr. Executive Vice President, Secretary &
General Counsel, First Union Corporation;
Secretary and Executive Vice President,
First Union National Bank
Robert T. Atwood Executive Vice President and Chief Financial
Officer, First Union Corporation; Chief
Financial Officer and Executive Vice
President
All of the above persons are located at the following address: First
Union National Bank, One First Union Center, Charlotte, NC 28288.
Item 29. Principal Underwriters.
Evergreen Keystone Distributor, Inc. The Director and principal executive
officers are:
Director Michael C. Petrycki
Officers Robert A. Hering President
Michael C. Petrycki Vice President
Lawrence Wagner VP, Chief Financial Officer
Steven D. Blecher VP, Treasurer, Secretary
Elizabeth Q. Solazzo Assistant Secretary
Evergreen Keystone Distributor, Inc. acts as principal underwriter for each
registered investment company of series thereof that is a part of the Evergreen
Keystone "fund complex" as such term is defined in Item 22(a) of Schedule 14A
under the Securities Exchange Act of 1934.
Item 30. Location of Accounts and Records.
All accounts and records required to be maintained by Section 31(a) of the
Investment Company Act of 1940 and the Rules 31a-1 through 31a-3 promulgated
thereunder are maintained at one of the following locations:
Evergreen Asset Management Corp., 2500 Westchester Avenue, Purchase, New
York 10577
Evergreen Keystone Investment Services, Inc. and Evergreen Keystone
Service Company, both located at 200 Berkeley Street, Boston, Massachusetts
02110
First Union National Bank, One First Union Center, 301 S. College Street,
Charlotte, North Carolina 28288
Iron Mountain, 3431 Sharp Slot Road, Swansea, Massachusetts 02777
State Street Bank and Trust Company, 2 Heritage Drive, North Quincy,
Massachusetts 02171
Item 31. Management Services.
Not Applicable
Item 32. Undertakings.
The Registrant hereby undertakes to file with the Securities and Exchange
Commission a Post-Effective Amendment to this Registration Statement using
financial statements, which need not be audited, within four to six months from
the effective date of Registrant's Registration Statement.
The Registrant hereby undertakes to comply with the provision of Section
16(c) of the Investment Company Act of 1940 with respect to the removal of
Trustees and the calling of special shareholder meetings by shareholders.
The Registrant hereby undertakes to furnish each person to whom a
prospectus is delivered with a copy of the Registrant's latest annual report to
shareholders, upon request and without charge.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940 the Registrant has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereto duly
authorized, in the City of New York, and State of New York, on the 6th day of
October, 1997.
EVERGREEN SELECT EQUITY TRUST
By: /s/ John J. Pileggi
-----------------------------
Name: John J. Pileggi
Title: President
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated on the 6th day of October, 1997.
<TABLE>
<CAPTION>
<S> <C> <C>
/s/John J. Pileggi /s/ Laurence B. Ashkin /s/ Charles A. Austin III
- ------------------------- ----------------------------- --------------------------------
John J. Pileggi Laurence B. Ashkin* Charles A. Austin III*
President amd Treasurer (Principal Trustee Trustee
Financial and Accounting Officer)
/s/ K. Dun Gifford /s/ James S. Howell /s/Gerald M. McDonnell
- ---------------------------- ---------------------------- -------------------------------
K. Dun Gifford* James S. Howell* Gerald M. McDonnell*
Trustee Trustee Trustee
/s/Thomas L. McVerry /s/ William Walt Pettit /s/ David M. Richardson
- ----------------------------- ------------------------------ ------------------------------
Thomas L. McVerry* William Walt Pettit* David M. Richardson*
Trustee Trustee Trustee
/s/ Russell A. Salton, III MD /s/ Michael S. Scofield /s/ Richard J. Shima
- ------------------------------- ------------------------------- ------------------------------
Russell A. Salton, III MD* Michael S. Scofield* Richard J. Shima*
Trustee Trustee Trustee
</TABLE>
*By: /s/ Martin J. Wolin
- -------------------------------
Martin J. Wolin
Attorney-in-Fact
Martin J. Wolin, by signing his name hereto, does hereby sign this document
on behalf of each of the above-named individuals pursuant to powers of attorney
duly executed by such persons.