EVERGREEN SELECT EQUITY TRUST
N-1A EL/A, 1997-10-09
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                       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>



   
- --------------------------------------------------------------------------------
   PROSPECTUS                                                            , 1997
- --------------------------------------------------------------------------------
    
                                                                            
EVERGREEN SELECT EQUITY TRUST                      [Evergreen Logo Appears Here]
- --------------------------------------------------------------------------------
    
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





- --------------------------------------------------------------------------------
                                   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>
                                                                                    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>
    

- --------
   
(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>
    

- --------------------------------------------------------------------------------
                               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, 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.


- --------------------------------------------------------------------------------
                           BUYING AND SELLING SHARES
- --------------------------------------------------------------------------------
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.
- --------------------------------------------------------------------------------
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
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<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.

          


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