SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [ ]
Pre-Effective Amendment No. [ ]
Post-Effective Amendment No. 1 [X]
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [ ]
Amendment No. 1 [X]
EVERGREEN SELECT EQUITY TRUST
(As successor to certain series of Evergreen Select Small Cap Growth Fund
(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)
The Corporation Trust Company
1209 Orange Street
Wilmington, Delaware 19801
(Name and Address of Agent for Service)
It is proposed that this filing will become effective:
[ ] immediately upon filing pursuant to paragraph (b)
[ ] on (date) pursuant to paragraph (b)
[ ] 60 days after filing pursuant to paragraph (a)(i)
[ ] on (date) pursuant to paragraph (a)(i)
[ ] 75 days after filing pursuant to paragraph (a)(ii)
[ ] on (date) pursuant to paragraph (a)(ii) of Rule 485
If appropriate, check the following box:
[ ] this post-effective amendment designates a new effective date for a
previously filed post-effective amendment
[ ] 60 days after filing pursuant to paragraph (a)(i)
[ ] on (date) pursuant to paragraph (a)(i)
Pursuant to Rule 414 under the Securities Act of 1933 (the "Securities
Act"), by this amendment to Registration Statement No. 33-64781/811-7441 on Form
N-1A of Evergreen Select Small Cap Growth Fund, a Massachusetts business trust,
the Registrant hereby adopts the Registration Statement of such trust under the
Securities Act and the notification of registration and Registration Statement
of such trust under the Investment Company Act of 1940 (the "1940 Act").
<PAGE>
EVERGREEN SELECT EQUITY TRUST
The Registrant hereby incorporates by reference the cross reference sheet
filed pursuant to Rule 481(a) under the Securities Act included in the
Registration Statement on Form N-1A of Evergreen Select Small Cap Growth Fund
relating to Evergreen Select Small Cap Growth Fund, and the current prospectus
and statement of additional information, as supplemented, of Evergreen Select
Small Cap Growth Fund included in the Registration Statement on Form N-1A of
Evergreen Select Small Cap Growth Fund.
<PAGE>
SUPPLEMENT TO THE PROSPECTUSES OF
Evergreen Aggressive Growth Fund, Evergreen American Retirement Fund, Evergreen
Emerging Markets Growth Fund, Evergreen Florida High Income Municipal Bond Fund,
Evergreen Foundation Fund, Evergreen Fund, Evergreen Georgia Municipal Bond
Fund, Evergreen Global Leaders Fund, Evergreen Growth and Income Fund, Evergreen
High Grade Tax Free Fund, Evergreen Income and Growth Fund, Evergreen
Intermediate Term Government Securities Fund, Evergreen International Equity
Fund, Evergreen Institutional Money Market Fund, Evergreen Institutional Tax
Exempt Money Market Fund, Evergreen Institutional Treasury Money Market Fund,
Evergreen Latin America Fund, Evergreen Micro Cap Fund, Evergreen Money Market
Fund, Evergreen New Jersey Tax Free Income Fund, Evergreen North Carolina
Municipal Bond Fund, Evergreen Pennsylvania Tax Free Money Market Fund,
Evergreen Short-Intermediate Bond Fund, Evergreen Short-Intermediate Municipal
Fund, Evergreen Small Cap Equity Income Fund, Evergreen South Carolina Municipal
Bond Fund, Evergreen Tax Exempt Money Market Fund, Evergreen Tax Strategic
Foundation Fund, Evergreen Treasury Money Market Fund, Evergreen U.S. Government
Fund, Evergreen Utility Fund, Evergreen Value Fund, Evergreen Virginia Municipal
Bond Fund, Evergreen Capital Preservation and Income Fund, Evergreen Fund For
Total Return, Evergreen Global Opportunities Fund, Evergreen Natural Resources
Fund, Evergreen Omega Fund, Evergreen Strategic Income Fund, Evergreen
California Tax Free Fund, Evergreen Massachusetts Tax Free Fund, Evergreen
Missouri Tax Free Fund, Evergreen New York Tax Free Fund, Evergreen Pennsylvania
Tax Free Fund, Keystone High Income Bond Fund (B-4), Keystone Strategic Growth
Fund (K-2), Keystone Growth and Income Fund (S-1), Evergreen Select Adjustable
Rate Fund, Evergreen Select Small Cap Growth Fund, Keystone International Fund,
and Keystone Precious Metals Holdings (each a "Fund" and, collectively, the
"Funds")
The prospectus(es) of each of the Funds are hereby supplemented as follows:
Fund Reorganizations
Each of the above Funds has been reorganized as a separate series of a
Delaware business trust, each of which was organized on September 17, 1997. The
name of each trust is set forth below.
<TABLE>
<CAPTION>
Name of Fund Name of Trust
<S> <C>
Evergreen California Tax Free Fund Evergreen Municipal Trust
Evergreen Florida High Income Municipal Evergreen Municipal Trust
Bond Fund
Evergreen Georgia Municipal Bond Fund Evergreen Municipal Trust
Evergreen Missouri Tax Free Fund Evergreen Municipal Trust
Evergreen New Jersey Tax Free Income Evergreen Municipal Trust
Fund
Evergreen New York Tax Free Fund Evergreen Municipal Trust
Evergreen North Carolina Municipal Evergreen Municipal Trust
Bond Fund
Evergreen Pennsylvania Tax Free Fund Evergreen Municipal Trust
Evergreen South Carolina Municipal Evergreen Municipal Trust
Bond Fund
Evergreen Virginia Municipal Bond Fund Evergreen Municipal Trust
Evergreen High Grade Tax Free Fund Evergreen Municipal Trust
Evergreen Short-Intermediate Municipal Evergreen Municipal Trust
Fund
Evergreen Aggressive Growth Fund Evergreen Equity Trust
Evergreen Fund Evergreen Equity Trust
Evergreen Micro Cap Fund Evergreen Equity Trust
Evergreen Omega Fund Evergreen Equity Trust
Keystone Strategic Growth Fund (K-2) Evergreen Equity Trust
Evergreen American Retirement Fund Evergreen Equity Trust
Evergreen Foundation Fund Evergreen Equity Trust
Evergreen Tax Strategic Foundation Fund Evergreen Equity Trust
Evergreen Fund for Total Return Evergreen Equity Trust
Evergreen Growth and Income Fund Evergreen Equity Trust
Evergreen Income and Growth Fund Evergreen Equity Trust
Evergreen Small Cap Equity Income Fund Evergreen Equity Trust
Evergreen Value Fund Evergreen Equity Trust
Evergreen Utility Fund Evergreen Equity Trust
Keystone Growth and Income Fund (S-1) Evergreen Equity Trust
Evergreen U.S. Government Fund Evergreen Fixed Income Trust
Evergreen Strategic Income Fund Evergreen Fixed Income Trust
Keystone High Income Bond Fund (B-4) Evergreen Fixed Income Trust
Evergreen Capital Preservation and Evergreen Fixed Income Trust
Income Fund
Evergreen Intermediate Term Government Evergreen Fixed Income Trust
Securities Fund
Evergreen Short-Intermediate Bond Fund Evergreen Fixed Income Trust
Evergreen Emerging Markets Growth Fund Evergreen International Trust
Evergreen Global Leaders Fund Evergreen International Trust
Evergreen Global Opportunities Fund Evergreen International Trust
Evergreen International Equity Fund Evergreen International Trust
Evergreen Latin America Fund Evergreen International Trust
Evergreen Natural Resources Fund Evergreen International Trust
Keystone Precious Metals Holdings Evergreen International Trust
Keystone International Fund Evergreen International Trust
Evergreen Money Market Fund Evergreen Money Market Trust
Evergreen Pennsylvania Tax Free Money Evergreen Money Market Trust
Market Fund
Evergreen Tax Exempt Money Market Fund Evergreen Money Market Trust
Evergreen Treasury Money Market Fund Evergreen Money Market Trust
Evergreen Institutional Money Market Fund Evergreen Select Money Market Trust
Evergreen Institutional Tax Exempt Money Evergreen Select Money Market Trust
Market Fund
Evergreen Institutional Treasury Money Evergreen Select Money Market Trust
Market Fund
Evergreen Select Adjustable Rate Fund Evergreen Select Fixed Income Trust
Evergreen Select Small Cap Growth Fund Evergreen Select Equity Trust
</TABLE>
In connection with the reorganizations, the investment objective(s) of each
Fund is now "nonfundamental" (i.e., changeable by vote of the Board without a
shareholder vote). In addition, each Fund is now subject to certain standardized
investment restrictions as set forth in the Supplement to the Statement of
Additional Information of each Fund dated the date hereof.
Name Changes
Effective January 12, 1998, the following name changes will occur:
<TABLE>
<CAPTION>
Current Name New Name
<S> <C>
Evergreen Institutional Money Market Fund Evergreen Select Money Market Fund
Evergreen Institutional Tax Exempt Money Evergreen Select Municipal Money
Market Fund Market Fund
Evergreen Institutional Treasury Money Evergreen Select Treasury Money
Market Fund Market Fund
Evergreen Pennsylvania Tax Free Money Evergreen Pennsylvania Municipal
Market Fund Money Market Fund
Evergreen Tax Exempt Money Market Fund Evergreen Municipal Money Market Fund
Keystone Growth and Income Fund (S-1) Evergreen Blue Chip Fund
Keystone High Income Bond Fund (B-4) Evergreen High Yield Bond Fund
Keystone International Fund Evergreen International Growth Fund
Keystone Precious Metals Holdings Evergreen Precious Metals Fund
Keystone Strategic Growth Fund (K-2) Evergreen Strategic Growth Fund
</TABLE>
In addition, the name of the distributor for the Funds has been changed to
Evergreen Distributor, Inc., the name of the administrator for certain of the
Funds has been changed to Evergreen Investment Services, Inc., and the name of
the transfer agent for the Funds has been changed to Evergreen Service Company.
Evergreen Institutional Tax Exempt Money Market Fund, Evergreen
Pennsylvania Tax Free Money Market Fund and Evergreen Tax Exempt Money Market
Fund
The investment objective of each Fund has been amended to permit the Fund
to invest without limitation in obligations subject to the federal alternative
minimum tax. Under normal circumstances it is anticipated that each Fund will
invest its assets so that at least 80% of its annual interest income is exempt
from federal income tax other than the federal alternative minimum tax.
Each Fund's investments will continue to comply with the requirements of
Rule 2a-7 under the Investment Company Act of 1940, including the portfolio
quality requirements thereof.
Evergreen Latin America Fund
The investment objective of Evergreen Latin America Fund has been amended
to permit the Fund to invest without limit in securities of issuers located in
Latin America. The list of countries included in Latin America has been amended
to delete Belize. The Fund is no longer required to invest a percentage of its
assets in securities of issuers located in the United States and Canada. In
addition, the Fund's investment restriction relating to industry concentration
has been amended to require that the Fund invest at least 25% of its assets in
issuers in the energy, telecommunications, and utility industries.
Evergreen Florida Municipal Bond Fund, Evergreen Georgia Municipal Bond
Fund, Evergreen North Carolina Municipal Bond Fund, Evergreen South Carolina
Municipal Bond Fund, Evergreen Virginia Municipal Bond Fund, Evergreen Florida
High Income Municipal Bond Fund, Evergreen New Jersey Tax Free Income Fund,
Evergreen Short-Intermediate Municipal Fund, Evergreen High Grade Tax Free Fund,
Evergreen Tax Exempt Money Market Fund, Evergreen Institutional Tax Exempt Money
Market Fund, Evergreen Pennsylvania Tax Free Money Market Fund, Keystone
California Tax Free Fund, Keystone Florida Tax Free Fund, Keystone Massachusetts
Tax Free Fund, Keystone Missouri Tax Free Fund, Keystone New York Tax Free Fund,
Keystone Pennsylvania Tax Free Fund, Keystone Tax Free Fund, and Keystone Tax
Free Income Fund
The Funds are permitted to make taxable investments, and may from time to
time generate income subject to federal regular income tax.
Each Fund other than Evergreen High Grade Tax Free Fund, Evergreen Tax
Exempt Money Market Fund, Evergreen Institutional Tax Exempt Money Market Fund,
and Evergreen Pennsylvania Tax Free Money Market Fund will invest at least 80%
of its assets in bonds that, at the date of investment, are rated within the
four highest categories by Standard and Poor's Rating Group ("S&P") (AAA, AA, A
and BBB) or, if not rated or rated under a different system, are of comparable
quality to obligations so rated as determined by another nationally recognized
statistical ratings organization (an "SRO") or by the Fund's investment adviser.
A Fund may invest the remaining 20% of its assets in lower rated bonds, but it
will not invest in bonds rated below B. Subject to certain exceptions for money
market funds, a 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.
Evergreen Short-Intermediate Municipal Fund
The section of the Fund's prospectus entitled "Portfolio Managers" under
"Management of the Funds" is hereby supplemented to reflect the following
change:
Richard K. Marrone is the portfolio manager for the Evergreen
Short-Intermediate Municipal Fund. Since joining First Union in 1993, Mr.
Marrone has been a Vice President and Senior Fixed Income Portfolio Manager,
with over 15 years of investment and market experience. Prior to joining First
Union, Mr. Marrone was employed at Woodbridge Capital Management where he served
as a portfolio manager for mutual and common trust funds from 1982-1993.
Evergreen Pennsylvania Tax Free Fund
The second full paragraph of the section entitled "Portfolio Managers"
under "Management of the Funds" is hereby deleted and replaced in its entirety
with the following paragraph:
Jocelyn Turner is the portfolio manager for the Pennsylvania Fund. Since
joining First Union in 1992, Ms. Turner has been a Vice President and Municipal
Bond Portfolio Manager for CMG. In addition to the Pennsylvania Fund, Ms. Turner
is currently responsible for the portfolio management of the New Jersey Fund.
Ms. Turner was previously employed as a Vice President and Municipal Bond
Portfolio Manager at One Federal Asset Management, Boston, Massachusetts from
1987-1991.
Evergreen Georgia Municipal Bond Fund
The section of the Fund's prospectus entitled "Portfolio Managers" under
"Management of the Funds" is hereby supplemented to reflect the following
change:
The portfolio manager for the Fund is Charles E. Jeanne. Since joining
First Union in 1993, Mr. Jeanne has been an Assistant Vice President and
Portfolio Manager. In addition to the Fund, Mr. Jeanne also manages the
Evergreen Virginia Municipal Bond Fund. Prior to joining First Union, Mr. Jeanne
served as a trader/portfolio manager for First American Bank.
Evergreen Global Opportunities Fund
The section of the Fund's prospectus entitled "Portfolio Manager" under
"Fund Management and Expenses" is hereby deleted and replaced in its entirety
with the following paragraph:
The portfolio managers for the Fund are Gilman C. Gunn and J. Gary Craven.
Mr. Gunn manages the international portion of the Fund and Mr. Craven manages
the the domestic portion of the Fund.
Mr. Gunn joined Keystone in January 1991 and is currently Senior Vice
President, Chief Investment Officer - International.
Mr. Craven joined Keystone in November 1996 and is currently Senior Vice
President, Chief Investment Officer and Group Leader for the small cap equity
area. Prior to joining Keystone, Mr. Craven was a portfolio manager at Invista
Capital Management, Inc. since 1987.
Performance Information
The Funds may quote their "total return" or "yield" for specified periods
in advertisements, reports, or other communications to shareholders. Total
return and yield are computed separately for each Class of shares. Performance
data for one or more Classes may be included in any advertisement or sales
literature using performance data of a Fund.
Purchase and Redemption of Shares
Certain employer-sponsored retirement or savings plans, including eligible
401(k) plans, may purchase Class A shares at net asset value provided that such
plans meet certain required minimum number of eligible employees or required
amount of assets. The CDSC applicable to Class B shares also is waived on
redemptions of shares by such plans. Additional information concerning the
waiver of sales charges is set forth in the Statement of Additional Information.
December 22, 1997
<PAGE>
SUPPLEMENT TO THE STATEMENTS
OF ADDITIONAL INFORMATION OF
Evergreen Aggressive Growth Fund, Evergreen American Retirement Fund,
Evergreen Emerging Markets Growth Fund,
Evergreen Florida High Income Municipal Bond Fund, Evergreen Foundation Fund,
Evergreen Fund, Evergreen Georgia Municipal Bond Fund,
Evergreen Global Leaders Fund, Evergreen Growth and Income Fund,
Evergreen High Grade Tax Free Fund, Evergreen Income and Growth Fund,
Evergreen Intermediate Term Government Securities Fund,
Evergreen International Equity Fund,
Evergreen Institutional Money Market Fund,
Evergreen Institutional Tax Exempt Money Market Fund,
Evergreen Institutional Treasury Money Market Fund,
Evergreen Latin America Fund,
Evergreen Micro Cap Fund, Inc.,
Evergreen Money Market Fund,
Evergreen New Jersey Tax Free Income Fund,
Evergreen North Carolina Municipal Bond Fund,
Evergreen Pennsylvania Tax Free Money Market Fund,
Evergreen Short-Intermediate Bond Fund,
Evergreen Short-Intermediate Municipal Fund,
Evergreen Small Cap Equity Income Fund,
Evergreen South Carolina Municipal Bond Fund,
Evergreen Tax Exempt Money Market Fund,
Evergreen Tax Strategic Foundation Fund,
Evergreen Treasury Money Market Fund,
Evergreen U.S. Government Fund, Evergreen Utility Fund,
Evergreen Value Fund, Evergreen Virginia Municipal Bond Fund,
Evergreen Capital Preservation and Income Fund,
Evergreen Fund for Total Return, Evergreen Global Opportunities Fund,
Evergreen Natural Resources Fund,
Evergreen Omega Fund, Evergreen Strategic Income Fund,
Evergreen California Tax Free Fund,
Evergreen Massachusetts Tax Free Fund,
Evergreen Missouri Tax Free Fund, Evergreen New York Tax Free Fund,
Evergreen Pennsylvania Tax Free Fund, Keystone Balanced Fund (K-1),
Keystone Diversified Bond Fund (B-2),
Keystone High Income Bond Fund (B-4),
Keystone Small Company Growth Fund (S-4), Keystone Strategic Growth Fund (K-2),
Keystone Growth and Income Fund (S-1),
Evergreen Select Adjustable Rate Fund,
Evergreen Select Small Cap Growth Fund, Keystone International Fund,
Keystone Precious Metals Holdings, and Keystone Tax Free Fund
(each a "Fund" and, collectively, the "Funds")
The Statements of Additional Information of each of the Funds are hereby
supplemented as follows:
Standardized Fundamental Investment Restrictions
Each of the above Funds except Keystone Balanced Fund (K-1), Keystone
Diversified Bond Fund (B-2), Keystone Small Company Growth Fund (S-4), and
Keystone Tax Free Fund has adopted the following standardized fundamental
investment restrictions. These restrictions may be changed only by a vote of
Fund shareholders.
1. Diversification of Investments
The Fund may not make any investment inconsistent with the Fund's
classification as a diversified [non-diversified] investment company under the
Investment Company Act of 1940.
2. Concentration of a Fund's Assets in a Particular Industry. ([All Funds
other than those listed below.)
The Fund may not concentrate its investments in the securities of issuers
primarily engaged in any particular industry (other than securities issued or
guaranteed by the U.S. government or its agencies or instrumentalities [or in
the case of Money Market Funds domestic bank money instruments]).
For Evergreen Utility Fund
The Fund will concentrate its investments in the utilities industry.
For Keystone Precious Metals Holdings, Inc.
The Fund will concentrate its investments in industries related to the
mining, processing or dealing in gold or other precious metals and minerals.
3. Issuance of Senior Securities
Except as permitted under the Investment Company Act of 1940, the Fund may
not issue senior securities.
4. Borrowing
The Fund may not borrow money, except to the extent permitted by applicable
law.
5. Underwriting
The Fund may not underwrite securities of other issuers, except insofar as
the Fund may be deemed an underwriter in connection with the disposition of its
portfolio securities.
6. Investment in Real Estate
The Fund may not purchase or sell real estate, except that, to the extent
permitted by applicable law, the Fund may invest in (a) securities directly or
indirectly secured by real estate, or (b) securities issued by companies that
invest in real estate.
7. Commodities
The Fund may not purchase or sell commodities or contracts on commodities
except to the extent that the Fund may engage in financial futures contracts and
related options and currency contracts and related options and may otherwise do
so in accordance with applicable law and without registering as a commodity pool
operator under the Commodity Exchange Act.
8. Lending
The Fund may not make loans to other persons, except that the Fund may lend
its portfolio securities in accordance with applicable law. The acquisition of
investment instruments shall not be deemed to be the making of a loan.
9. Investment in Federally Tax Exempt Securities
The following Funds have also adopted a standardized fundamental investment
restriction in regard to investments in federally tax-exempt securities:
<TABLE>
<CAPTION>
<S> <C>
Evergreen Tax Exempt Money Market Fund Evergreen Institutional Tax Exempt Money Market Fund
Evergreen Pennsylvania Tax Free Money Market Fund Evergreen Short-Intermediate Municipal Fund
Evergreen Tax Strategic Foundation Fund Evergreen High Grade Tax Free Fund
Evergreen Georgia Municipal Bond Fund Evergreen North Carolina Municipal Bond Fund
Evergreen South Carolina Municipal Bond Fund Evergreen Virginia Municipal Bond Fund
Evergreen New Jersey Tax Free Income Fund Evergreen Massachusetts Tax Free Fund
Evergreen New York Tax Free Fund Evergreen Pennsylvania Tax Free Fund
Evergreen California Tax Free Fund Evergreen Missouri Tax Free Fund
</TABLE>
The Fund will, during periods of normal market conditions, invest its
assets in accordance with applicable guidelines issued by the Securities and
Exchange Commission or its staff concerning investment in tax-exempt securities
for Funds with the words tax exempt, tax free or municipal in their names.
Elimination of Certain Non-Fundamental Investment Restrictions
The nonfundamental investment restrictions described below have been
eliminated by each Fund listed under such restriction:
1. Prohibition on Investment in Unseasoned Issuers
Evergreen Fund, Growth and Income Fund, Income and Growth Fund, American
Retirement Fund, Money Market Fund, Tax Exempt Money Market Fund, Short-
Intermediate Municipal Fund, Growth and Income Fund (S-1), Omega Fund, Precious
Metals Holdings, Inc., Strategic Growth Fund (K-2), High Income Bond Fund (B-4),
Capital Preservation and Income Fund, Select Adjustable Rate Fund, Strategic
Income Fund, Fund for Total Return, Global Opportunities Fund, International
Fund Inc.
2. Prohibition on Investment in Companies for the Purpose of Exercising
Control or Management
Evergreen Fund, Growth and Income Fund, Income and Growth Fund, Value Fund,
Intermediate Term Government Securities Fund , Foundation Fund, American
Retirement Fund, Emerging Markets Growth Fund, International Equity Fund, Global
Leaders Fund, Money Market Fund, Tax Exempt Money Market Fund, Pennsylvania Tax
Free Money Market Fund, Florida High Income Municipal Bond Fund,
Short-Intermediate Municipal Fund, Growth and Income Fund (S-1), Precious Metals
Holdings, Inc., Strategic Growth Fund (K-2), High Income Bond Fund (B-4), Fund
for Total Return, Global Opportunities Fund, International Fund Inc.
3. Prohibition on Investment in Companies in which Trustees or Officers of
the Funds Also Hold Shares Above Certain Percentage Levels
Evergreen Fund, MicroCap Fund, Inc., Percentage Growth and Income Fund,
Income and Growth Fund, Intermediate Term Government Securities Fund, Foundation
Fund, American Retirement Fund, Money Market Fund, Tax Exempt Money Market Fund,
Treasury Money Market Fund, Short-Intermediate Municipal Fund, Precious Metals
Holdings, Inc.
4. Prohibition on Investment of More Than 5% of a Fund's Net Assets in
Warrants, With No More Than 2% of Net Assets Being Invested in Warrants That Are
Listed on Neither the New York nor American Stock Exchanges Evergreen Fund,
MicroCap Fund, Inc., Growth and Income Fund, Income and Growth Fund, Foundation
Fund, American Retirement Fund, Tax Exempt Money Market Fund, Short-Intermediate
Municipal Fund
5. Prohibition on Investment in Oil, Gas or Other Mineral Exploration or
Development Programs
Evergreen Fund, MicroCap Fund, Inc., Aggressive Growth Fund, Growth and
Income Fund, Small Cap Equity Fund, Income and Growth Fund, Value Fund,
Intermediate Term Government Securities Fund, Foundation Fund, American
Retirement Fund, Money Market Fund, Tax Exempt Money Market Fund, Pennsylvania
Tax Free Money Market Fund, Florida High Income Municipal Bond Fund,
Short-Intermediate Municipal Fund, High Grade Tax Free Fund, Precious Metals
Holdings, Inc.
6. Prohibition on Joint Trading Accounts Evergreen Fund, MicroCap Fund,
Inc., Growth and Income Fund, Income and Growth Fund, Foundation Fund, American
Retirement Fund, Florida High Income Municipal Bond Fund
7. Prohibition on Investment in Other Investment Companies. [Note: The
Funds may invest in such companies to the extent permitted by the Investment
Company Act of 1940 and the rules thereunder.]
Growth and Income Fund, Utility Fund, Small Cap Equity Income Fund, Income
and Growth Fund, Value Fund, Short-Intermediate Bond Fund, Intermediate Term
Government Securities Fund, Foundation Fund, Tax Strategic Foundation Fund,
American Retirement Fund, New Jersey Tax Free Income Fund, High Grade Tax Free
Fund, Growth and Income Fund (S-1), Omega Fund, Precious Metals Holdings, Inc.
Strategic Growth Fund (K-2), High Income Bond Fund (B-4), Select Adjustable Rate
Fund, Strategic Income Fund, Fund for Total Return, Global Opportunities Fund,
International Fund, Inc., Massachusetts Tax Free Fund, New York Tax Free Fund,
Pennsylvania Tax Free Fund, California Tax Free Fund and Missouri Tax Free Fund.
Reclassification of All Other Fundamental Investment Restrictions
All investment restrictions other than those described above as having been
standardized or eliminated have been reclassified from fundamental to
nonfundamental and, as, such, may be changed by the Funds' Boards of Trustees at
any time without a shareholder vote.
Trustees
The Trustees and executive officers of each Trust, their ages, and their
principal occupations during the last five years are shown below:
JAMES S. HOWELL (72), 4124 Crossgate Road, Charlotte, NC-Chairman of the
Evergreen Group of Mutual Funds and Trustee. Retired Vice President of Lance
Inc. (food manufacturing); Chairman of the Distribution Comm. Foundation for the
Carolinas from 1989 to 1993.
RUSSELL A. SALTON, III, M.D. (49), 205 Regency Executive Park, Charlotte,
NC- Trustee. Medical Director, U.S. Healthcare of Charlotte, North Carolina
since 1996; President, Primary Physician Care from 1990 to 1996.
MICHAEL S. SCOFIELD (53), 212 S. Tryon Street, Suite 980, Charlotte,
NC-Trustee. Attorney, Law Offices of Michael S. Scofield since 1969.
GERALD M. MCDONNELL (57), 821 Regency Drive, Charlotte, NC - Trustee. Sales
Representative with Nucor-Yamoto Inc. (steel producer) since 1988.
THOMAS L. McVERRY (58), 4419 Parkview Drive, Charlotte, NC - Trustee.
Director of Carolina Cooperative Federal Credit Union since 1990 and Rexham
Corporation from 1988 to 1990; Vice President of Rexham Industries, Inc.
(diversified manufacturer) from 1989 to 1990; Vice President - Finance and
Resources, Rexham Corporation from 1979 to 1990.
WILLIAM WALT PETTIT (41), Holcomb and Pettit, P.A., 227 West Trade St.,
Charlotte, NC - Trustee. Partner in the law firm Holcomb and Pettit, P.A. since
1990.
LAURENCE B. ASHKIN (68), 180 East Pearson Street, Chicago, IL - Trustee.
Real estate developer and construction consultant since 1980; President of
Centrum Equities since 1987 and Centrum Properties, Inc. since 1980.
CHARLES A. AUSTIN III (61), Trustee. Investment counselor to Appleton
Partners, Inc.; former Managing Director, Seaward Management Corporation
(investment advice); and former Director, Executive Vice President and
Treasurer, State Street Research & Management Company (investment advice).
K. DUN GIFFORD (57) Trustee. Chairman of the Board, Director, and Executive
Vice President, The London Harness Company; Managing Partner, Roscommon Capital
Corp.; Trustee, Cambridge College; Chairman Emeritus and Director, American
Institute of Food and Wine; Chief Executive Officer, Gifford Gifts of Fine
Foods; Chairman, Gifford, Drescher & Associates (environmental consulting);
President, Oldways Preservation and Exchange Trust (education); and former
Director, Keystone Investments, Inc. and Keystone Investment Management Company.
LEROY KEITH, JR. (57) Trustee. 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.
DAVID M. RICHARDSON (55) Trustee. Executive Vice President, DMR
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.
RICHARD J. SHIMA (57) Trustee and Advisor to the Boards of Trustees of the
Evergreen Group of Mutual Funds. Chairman, Environmental Warranty, Inc., and
Consultant, Drake Beam Morin, Inc. (executive outplacement); Director of
Connecticut Natural Gas Corporation, Trust Company of Connecticut, Hartford
Hospital, Old State House Association, and Enhance Financial Services, Inc.;
Chairman, Board of Trustees, Hartford YMCA; former Director; Executive Vice
President, and Vice Chairman of The Travelers Corporation.
Executive Officers
JOHN J. PILEGGI (37), 230 Park Avenue, Suite 910, New York, NY - President
and Treasurer. Consultant to BISYS Fund Services since 1996. Senior Managing
Director, Furman Selz LLC since 1992, Managing Director from 1984 to 1992.
GEORGE O. MARTINEZ (37), 3435 Stelzer Road, Columbus, OH - Secretary.
Senior Vice President/Director of Administration and Regulatory Services, BISYS
Fund Services since April 1995. Vice President/Assistant General Counsel,
Alliance Capital Management from 1988 to 1995.
The officers of the Trusts are officers and/or employees of The BISYS
Group, Inc. ("BISYS Group"), except for Mr. Pileggi, who is a consultant to The
BISYS Group. The BISYS Group is an affiliate of Evergreen Distributor, Inc.
("EDI"), the distributor of each class of shares of each Fund.
No officer or Trustee of the Trusts owned more than 1.0% of any Class of
shares of any of the Funds as of November 30, 1997.
Distribution Plans
The following is added to the disclosure under the caption "Distribution
Plan"
Class A and B shares are made available to employer-sponsored retirement or
savings plans ("Plans") without a sales charge if:
(i) the Plan is recordkept on a daily valuation basis by Merrill Lynch and,
on the date the Plan Sponsor signs the Merrill Lynch Recordkeeping Service
Agreement, the Plan has $3 million or more in assets invested in broker/dealer
funds not advised or managed by Merrill Lynch Asset Management, L.P. ("MLAM")
that are made available pursuant to a Services Agreement between Merrill Lynch
and the Fund's principal underwriter or distributor and in Funds advised or
managed by MLAM (collectively, the "Applicable Investments"); or
(ii) the Plan is record kept on a daily valuation basis by an independent
recordkeeper whose services are provided through a contract or alliance
arrangement with Merrill Lynch, and on the date the Plan Sponsor signs the
Merrill Lynch Recordkeeping Service Agreement, the Plan has $3 million or more
in assets, excluding money market funds, invested in Applicable Investments; or
(iii) the Plan has 500 or more eligible employees, as determined by the
Merrill Lynch plan conversion manager, on the date the Plan Sponsor signs the
Merrill Lynch Recordkeeping Service Agreement.
Plans recordkept on a daily basis by Merrill Lynch or an independent
recordkeeper under a contract with Merrill Lynch that are currently investing in
Class B shares convert to Class A shares once the Plan has reached $5 million
invested in Applicable Investments. The Plan will receive a Plan level share
conversion.
The following is added to the Statement of Additional Information of each
of Keystone Balanced Fund (K-1), Keystone Diversified Bond Fund (B-2), Keystone
High Income Bond Fund (B-4), Keystone Small Company Growth Fund (S-4), Keystone
Strategic Growth Fund (K-2), Keystone Growth and Income Fund (S-1) and Keystone
Tax Free Fund.
PURCHASE, REDEMPTION AND PRICING OF SHARES
Distribution Plans and Agreements
Distribution fees are accrued daily and paid monthly on Class A, Class B
and Class C shares and are charged as class expenses, as accrued. The
distribution fees attributable to the Class B shares and Class C shares are
designed to permit an investor to purchase such shares through broker-dealers
without the assessment of a front-end sales charge, and, in the case of Class C
shares, without the assessment of a contingent deferred sales charge after the
first year following the month of purchase, while at the same time permitting
the Distributor to compensate broker-dealers in connection with the sale of such
shares. In this regard, the purpose and function of the combined contingent
deferred sales charge and distribution services fee on the Class B shares and
the Class C shares are the same as those of the front-end sales charge and
distribution fee with respect to the Class A shares in that in each case the
sales charge and/or distribution fee provide for the financing of the
distribution of the Fund's shares.
Under the Rule 12b-1 Distribution Plans that have been adopted by each Fund
with respect to each of its Class A, Class B and Class C shares (each a "Plan"
and collectively, the "Plans"), the Treasurer of each Fund reports the amounts
expended under the Plans and the purposes for which such expenditures were made
to the Trustees of the Trust for their review on a quarterly basis. Also, each
Plan provides that the selection and nomination of the disinterested Trustees
are committed to the discretion of such disinterested Trustees then in office.
Each Adviser may from time to time and from its own funds or such other
resources as may be permitted by rules of the SEC make payments for distribution
services to the Distributor; the latter may in turn pay part or all of such
compensation to brokers or other persons for their distribution assistance.
Each Plan and Distribution Agreement will continue in effect for successive
twelve-month periods provided, however, that such continuance is specifically
approved at least annually by the Trustees of the Trust or by vote of the
holders of a majority of the outstanding voting securities of that Class and, in
either case, by a majority of the Independent Trustees of the Trust who have no
direct or indirect financial interest in the operation of the Plan or any
agreement related thereto.
The Plans permit the payment of fees to brokers and others for distribution
and shareholder-related administrative services and to broker-dealers,
depository institutions, financial intermediaries and administrators for
administrative services as to Class A, Class B and Class C shares. The Plans are
designed to (i) stimulate brokers to provide distribution and administrative
support services to each Fund and holders of Class A, Class B and Class C shares
and (ii) stimulate administrators to render administrative support services to
the Fund and holders of Class A, Class B and Class C shares. The administrative
services are provided by a representative who has knowledge of the shareholder's
particular circumstances and goals, and include, but are not limited to
providing office space, equipment, telephone facilities, and various personnel
including clerical, supervisory, and computer, as necessary or beneficial to
establish and maintain shareholder accounts and records; processing purchase and
redemption transactions and automatic investments of client account cash
balances; answering routine client inquiries regarding Class A, Class B and
Class C shares; assisting clients in changing dividend options, account
designations, and addresses; and providing such other services as the Fund
reasonably requests for its Class A, Class B and Class C shares.
In the event that a Plan or Distribution Agreement is terminated or not
continued with respect to one or more Classes of a Fund, (i) no distribution
fees (other than current amounts accrued but not yet paid) would be owed by the
Fund to the Distributor with respect to that Class or Classes, and (ii) the Fund
would not be obligated to pay the Distributor for any amounts expended under the
Distribution Agreement not previously recovered by the Distributor from
distribution services fees in respect of shares of such Class or Classes through
deferred sales charges.
All material amendments to any Plan or Distribution Agreement must be
approved by a vote of the Trustees of the Trust or the holders of the Fund's
outstanding voting securities, voting separately by Class, and in either case,
by a majority of the disinterested Trustees, cast in person at a meeting called
for the purpose of voting on such approval; and any Plan or Distribution
Agreement may not be amended in order to increase materially the costs that a
particular Class of shares of a Fund may bear pursuant to the Plan or
Distribution Agreement without the approval of a majority of the holders of the
outstanding voting shares of the Class affected. Any Plan, Shareholder Services
Plan or Distribution Agreement may be terminated (i) by a Fund without penalty
at any time by a majority vote of the holders of the outstanding voting
securities of the Fund, voting separately by Class or by a majority vote of the
disinterested Trustees, or (ii) by the Distributor. To terminate any
Distribution Agreement, any party must give the other parties 60 days' written
notice; to terminate a Plan only, the Fund need give no notice to the
Distributor. Any Distribution Agreement will terminate automatically in the
event of its assignment.
HOW THE FUNDS OFFER SHARES TO THE PUBLIC
You may buy shares of a Fund through the Funds' distributor, broker-dealers
that have entered into special agreements with the Funds' distributor or certain
other financial institutions. Each Fund offers four classes of shares that
differ primarily with respect to sales charges and distribution fees. Depending
upon the class of shares, you will pay an initial sales charge when you buy a
Fund's shares, a contingent deferred sales charge (a "CDSC") when you redeem a
Fund's shares or no sales charges at all.
Purchase Alternatives
Class A Shares
With certain exceptions, when you purchase Class A shares you will pay a
maximum sales charge of 4.75%. (The prospectus contains a complete table of
applicable sales charges and a discussion of sales charge reductions or waivers
that may apply to purchases.) If you purchase Class A shares in the amount of $1
million or more, without an initial sales charge, the Funds will charge a CDSC
of 1.00% if you redeem during the month of your purchase and the 12-month period
following the month of your purchase. See "Calculation of Contingent Deferred
Sales Charge" below.
Class B Shares
The Funds offer Class B shares at net asset value (without a front-end
load). With certain exceptions, however, the Funds will charge a CDSC of 1.00%
on shares you redeem within 72 months after the month of your purchase. The
Funds will charge CDSCs at the following rate:
REDEMPTION TIMING CDSC RATE
Month of purchase and the first twelve-month
period following the month of purchase....................................5.00%
Second twelve-month period following the month of purchase................4.00%
Third twelve-month period following the month of purchase.................3.00%
Fourth twelve-month period following the month of purchase................3.00%
Fifth twelve-month period following the month of purchase.................2.00%
Sixth twelve-month period following the month of purchase.................1.00%
Thereafter................................................................0.00%
Class B shares that have been outstanding for seven years after the month
of purchase will automatically convert to Class A shares without imposition of a
front-end sales charge or exchange fee. (Conversion of Class B shares
represented by stock certificates will require the return of the stock
certificate to ESC.
Class C Shares
Class C shares are available only through broker-dealers who have entered
into special distribution agreements with the Underwriter. The Funds offer Class
C shares at net asset value (without an initial sales charge). With certain
exceptions, however, the Funds will charge a CDSC of 1.00% on shares you redeem
within 12-months after the month of your purchase. See "Contingent Deferred
Sales Charge" below.
Class Y Shares
No CDSC is imposed on the redemption of Class Y shares. Class Y shares are
not offered to the general public and are available only to (1) persons who at
or prior to December 31, 1994 owned shares in a mutual fund advised by Evergreen
Asset Management Corp. ("Evergreen Asset"), (2) certain institutional investors
and (3) investment advisory clients of the Capital Management Group of First
Union National Bank ("FUNB"), Evergreen Asset, Keystone Investment Management
Company, or their affiliates. Class Y shares are offered at net asset value
without a front-end or back-end sales charge and do not bear any Rule 12b-1
distribution expenses.
Contingent Deferred Sales Charge
The Funds charge a CDSC as reimbursement for certain expenses, such as
commissions or shareholder servicing fees, that it has incurred in connection
with the sale of its shares (see "Distribution Plan"). If imposed, the Funds
deduct the CDSC from the redemption proceeds you would otherwise receive. The
CDSC is a percentage of the lesser of (1) the net asset value of the shares at
the time of redemption or (2) the shareholder's original net cost for such
shares. Upon request for redemption, to keep the CDSC a shareholder must pay as
low as possible, a Fund will first seek to redeem shares not subject to the CDSC
and/or shares held the longest, in that order. The CDSC on any redemption is, to
the extent permitted by the National Association of Securities Dealers, Inc.
("NASD"), paid to the Principal Underwriter or its predecessor.
SALES CHARGE WAIVERS OR REDUCTIONS
Reducing Class a Front-end Loads
With a larger purchase, there are several ways that you can combine
multiple purchases of Class A shares in Evergreen funds and take advantage of
lower sales charges.
Combined Purchases
You can reduce your sales charge by combining purchases of Class A shares
of multiple Evergreen funds. For example, if you invested $75,000 in each of two
different Evergreen funds, you would pay a sales charge based on a $150,000
purchase (i.e., 3.75% of the offering price, rather than 4.75%).
Rights of Accumulation
You can reduce your sales charge by adding the value of Class A shares of
Evergreen funds you already own to the amount of your next Class A investment.
For example, if you hold Class A shares valued at $99,999 and purchase an
additional $5,000, the sales charge for the $5,000 purchase would be at the next
lower sales charge of 3.75%, rather than 4.75%.
Letter of Intent
You can, by completing the "Letter of Intent" section of the application,
purchase Class A shares over a 13-month period and receive the same sales charge
as if you had invested all the money at once. All purchases of Class A shares of
an Evergreen fund during the period will qualify as Letter of Intent purchases.
Shares That Are Not Subject to a Sales Charge or CDSC
Waiver of Sales Charges
The Funds may sell their shares at net asset value without an initial sales
charge to:
1. purchases of shares in the amount of $1 million or more;
2. a corporate or certain other qualified retirement plan or a
non-qualified deferred compensation plan or a Title 1 tax sheltered annuity or
TSA plan sponsored by an organization having 100 or more eligible employees (a
"Qualifying Plan") or a TSA plan sponsored by a public educational entity having
5,000 or more eligible employees (an "Educational TSA Plan");
3. institutional investors, which may include bank trust departments and
registered investment advisers;
4. investment advisers, consultants or financial planners who place trades
for their own accounts or the accounts of their clients and who charge such
clients a management, consulting, advisory or other fee;
5. clients of investment advisers or financial planners who place trades
for their own accounts if the accounts are linked to master account of such
investment advisers or financial planners on the books of the broker-dealer
through whom shares are purchased;
6. institutional clients of broker-dealers, including retirement and
deferred compensation plans and the trusts used to fund these plans, which place
trades through an omnibus account maintained with a Fund by the broker-dealer;
7. employees of FUNB, its affiliates, Evergreen Distributor, Inc., any
broker-dealer with whom Evergreen Distributor, Inc., has entered into an
agreement to sell shares of the Funds, and members of the immediate families of
such employees;
8. certain Directors, Trustees, officers and employees of the Evergreen
Funds, the Distributor or their affiliates and to the immediate families of such
persons; or
9. a bank or trust company in a single account in the name of such bank or
trust company as trustee if the initial investment in or any Evergreen fund made
pursuant to this waiver is at least $500,000 and any commission paid at the time
of such purchase is not more than 1% of the amount invested.
With respect to items 8 and 9 above, each Fund will only sell shares to
these parties upon the purchasers written assurance that the purchase is for
their personal investment purposes only. Such purchasers may not resell the
securities except through redemption by the Fund. The Funds will not charge any
CDSC on redemptions by such purchasers.
Waiver of CDSCs
The Funds do not impose a CDSC when the shares you are redeeming
represent:
1. an increase in the share value above the net cost of such shares;
2. certain shares for which the Fund did not pay a commission on issuance,
including shares acquired through reinvestment of dividend income and capital
gains distributions;
3. shares that are in the accounts of a shareholder who has died or become
disabled;
4. a lump-sum distribution from a 401(k) plan or other benefit plan
qualified under the Employee Retirement Income Security Act of 1974 ("ERISA");
5. an automatic withdrawal from the ERISA plan of a shareholder who is a
least 59 1/2 years old;
6. shares in an account that we have closed because the account has an
aggregate net asset value of less than $1,000;
7. an automatic withdrawals under an Systematic Income Plan of up to 1.0%
per month of your initial account balance;
8. a withdrawal consisting of loan proceeds to a retirement plan
participant;
9. a financial hardship withdrawals made by a retirement plan participant;
10. a withdrawal consisting of returns of excess contributions or excess
deferral amounts made to a retirement plan; or
11. a redemption by an individual participant in a Qualifying Plan that
purchased Class C shares (this waiver is not available in the event a Qualifying
Plan, as a whole, redeems substantially all of its assets).
EXCHANGES
Investors may exchange shares of a Fund for shares of the same class of any
other Evergreen fund, as described under the section entitled "Exchanges" in a
Fund's prospectus. Before you make an exchange, you should read the prospectus
of the Evergreen fund into which you want to exchange. The Trust's Board of
Trustees reserves the right to discontinue, alter or limit the exchange
privilege at any time.
HOW THE FUNDS VALUE SHARES
How and When a Fund Calculates its Net Asset Value per Share ("NAV")
Each Fund computes its NAV once daily on Monday through Friday, as
described in the Prospectus. 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.
The NAV of each Fund is calculated by dividing the value of a Fund's net
assets attributable to that class by all of the shares issued for that class.
How a Fund Values the Securities it Owns
Current values for a Fund's portfolio securities are determined as follows:
(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 on the 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.
(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 prospectus, a shareholder may elect to receive their
dividends and capital grains distributions in cash instead of shares. However,
ESC 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. The Funds
will hold the returned distribution or redemption proceeds in a non
interest-bearing account in the shareholder's name until the shareholder updates
their address. No interest will accrue on amounts represented by uncashed
distribution or redemption checks.
December 22, 1997
<PAGE>
EVERGREEN SELECT EQUITY TRUST
PART C
OTHER INFORMATION
Item 24. Financial Statements and Exhibits
Item 24(a). Financial Statements
The response to this item is incorporated by reference to Post-Effective
Amendment No. 3 to the Registration Statement on Form N-1A of Evergreen
Institutional Trust relating to Evergreen Select Small Cap Growth Fund.
Item 24(b). Exhibits
<TABLE>
<CAPTION>
Exhibit
Number Description Location
- ------- ----------- --------
<S> <C> <C>
1 Declaration of Trust Incorporated by reference to
Registrant's Pre-Effective Amendment No. 2
Filed on November 17, 1997
2 By-laws Incorporated by reference to
Registrant's Pre-Effective Amendment No. 2
Filed on November 17, 1997
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
the Registrant and First Union National Bank
5(b) Form of Investment Advisory Agreement between
the Registrant and Evergreen Asset Management Co.
5(c) Form of Investment Advisory Agreement between
the Registrant and Keystone Investment Management
Company
6(a) Form of Institutional Service Shares Principal Incorporated by reference to
Underwriting Agreement between the Registrant Registrant's Pre-Effective Amendment No. 2
and Evergreen Distributor, Inc. Filed on November 17, 1997
6(b) Form of Institutional Shares Principal Underwriting Incorporated by reference to
Agreement between the Registrant and Evergreen Registrant's Pre-Effective Amendment No. 2
Distributor, Inc. Filed on November 17, 1997
6(c) Form of Charitable Shares Principal Underwriting Incorporated by reference to
Agreement between the Registrant and Evergreen Registrant's Pre-Effective Amendment No. 2
Distributor, Inc. Filed on November 17, 1997
7 Form of Deferred Compensation Plan Incorporated by reference to
Registrant's Pre-Effective Amendment No. 2
Filed on November 17, 1997
8 Form of Custodian Agreement between the Registrant Incorporated by reference to
and State Street Bank and Trust Company Registrant's Pre-Effective Amendment No. 2
Filed on November 17, 1997
9(a) Form of Administration Agreement between Evergreen Incorporated by reference to
Investment Services, Inc. and the Registrant Registrant's Pre-Effective Amendment No. 2
Filed on November 17, 1997
9(b) Form of Transfer Agent Agreement between the Incorporated by reference to
Registrant and Evergreen Service Company Registrant's Pre-Effective Amendment No. 2
Filed on November 17, 1997
10 Opinion and Consent of Sullivan & Worcester LLP
11 Consent of KPMG Peat Marwick LLP
12 Not applicable
13 Not applicable
14 Not applicable
15 Form of 12b-1 Distribution Plan for the Incorporated by reference to
Institutional Service Shares Registrant's Pre-Effective Amendment No. 2
Filed on November 17, 1997
16 Not applicable
17 Not applicable
18 Multiple Class Plan Incorporated by reference to
Registrant's Pre-Effective Amendment No. 2
Filed on November 17, 1997
19 Powers of Attorney Incorporated by reference to
Registrant's Registration Statement
Filed on September 19, 1997
</TABLE>
Item 25. Persons Controlled by or Under Common Control with Registrant.
None
Item 26. Number of Holders of Securities (as of November 30, 1997)
Evergreen Select Strategic Value Fund
Institutional Shares 2
Institutional Service Shares 0
Evergreen Select Large Cap Blend Fund
Institutional Shares 0
Institutional Service Shares 0
Charitable Shares 2
Evergreen Select Strategic Growth Fund
Institutional Shares 2
Institutional Service Shares 0
Evergreen Select Social Principles Fund
Institutional Shares 0
Institutional Service Shares 0
Charitable Shares 2
Evergreen Select Equity Income Fund
Institutional Shares 1
Institutional Service Shares 0
Evergreen Select Small Company Value Fund
Institutional Shares 0
Institutional Service Shares 0
Evergreen Select Common Stock Fund
Institutional Shares 1
Institutional Service Shares 0
Evergreen Select Balanced Fund
Institutional Shares 0
Institutional Service Shares 0
Evergreen Select Diversified Value Fund
Institutional Shares 0
Institutional Service Shares 0
Item 27. Indemnification.
Provisions for the indemnification of the Registrant's Trustees and
officers are contained the Registrant's Declaration of Trust.
Provisions for the indemnification of the Registrant's Investment Advisor
are contained in their respective Investment Advisory and Management Agreements.
Provisions for the indemnification of Evergreen Distributor, Inc., the
Registrant's principal underwriter, are contained in each Principal Underwriting
Agreement between Evergreen Distributor, Inc. and the Registrant.
Item 28. Business or Other Connections of Investment Adviser.
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.
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 information required by this item with respect to Keystone Investment
Management Company is incorporated by reference to the Form ADV (File No.
801-5436) of Keystone Investment Management Company.
Item 29. Principal Underwriters.
The Directors and principal executive officers of Evergreen Distributor,
Inc. are:
Lynn C. Mangum Director, Chairman and Chief Executive
Officer
Robert J. McMullan Director, Executive Vice President and
Treasurer
J. David Huber President
Kevin J. Dell Vice President, General Counsel and Secretary
All of the above persons are located at the following address: Evergreen
Distributor, Inc., 125 West 55th Street, New York, New York 10019.
Evergreen Distributor, Inc. acts as principal underwriter for each
registered investment company or 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 Investment Services, Inc., Evergreen Service Company and Keystone
Investment Management Company, all located at 200 Berkeley Street, Boston,
Massachusetts 02110
First Union National Bank, One First Union Center, 301 S. College Street,
Charlotte, North Carolina 28288
Evergreen Asset Management Corp., 2500 Westchester Avenue, Purchase,
New York 10577
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 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 12th day of
December, 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 12th day of December, 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/ William Walt Pettit
- ---------------------------- ---------------------------- --------------------------------
K. Dun Gifford* James S. Howell* William Walt Pettit*
Trustee Trustee Trustee
/s/Gerald M. McDonnell /s/ Thomas L. McVerry /s/ Michael S. Scofield
- ------------------------------- ----------------------------- --------------------------------
Gerald M. McDonell* Thomas L. McVerry* Michael S. Scofield*
Trustee Trustee Trustee
/s/ David M. Richardson /s/ Russell A. Salton, III MD
- ------------------------------ -------------------------------
David M. Richardson* Russell A. Salton, III MD*
Trustee Trustee
/s/ Richard J. Shima
- ------------------------------
Richard J. Shima*
Trustee
</TABLE>
*By: /s/ Terrence J. Cullen
- -------------------------------
Terrence J. Cullen
Attorney-in-Fact
*Terrence J. Cullen, 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.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940 the undersigned 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 12th day of
December, 1997.
EVERGREEN SMALL CAP GROWTH FUND
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 12th day of December, 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/ William Walt Pettit
- ---------------------------- ---------------------------- --------------------------------
K. Dun Gifford* James S. Howell* William Walt Pettit*
Trustee Trustee Trustee
/s/Gerald M. McDonnell /s/ Thomas L. McVerry /s/ Michael S. Scofield
- ------------------------------- ----------------------------- --------------------------------
Gerald M. McDonell* Thomas L. McVerry* Michael S. Scofield*
Trustee Trustee Trustee
/s/ David M. Richardson /s/ Russell A. Salton, III MD
- ------------------------------ -------------------------------
David M. Richardson* Russell A. Salton, III MD*
Trustee Trustee
/s/ Richard J. Shima
- ------------------------------
Richard J. Shima*
Trustee
</TABLE>
*By: /s/ Terrence J. Cullen
- -------------------------------
Terrence J. Cullen
Attorney-in-Fact
*Terrence J. Cullen, 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.
<PAGE>
INDEX TO EXHIBITS
Exhibit
Number Exhibit
- ------- -------
5(a) Form of Investment Advisory Agreement between the
Registrant and First Union National Bank
5(b) Form of Investment Advisory Agreement between the
Registrant and Evergreen Asset Management Corp.
5(c) Form of Investment Advisory Agreement between the
Registrant and Keystone Investment Management Company
10 Opinion and Consent of Sullivan & Worcester LLP
11 Consent of KPMG Peat Marwick LLP
INVESTMENT ADVISORY AND MANAGEMENT AGREEMENT
AGREEMENT made the day of 1997, by and between EVERGREEN SELECT EQUITY
TRUST, a Delaware business trust (the "Trust") and THE CAPITAL MANAGEMENT GROUP
OF FIRST UNION NATIONAL BANK, a national banking association (the "Adviser").
WHEREAS, the Trust and the Adviser wish to enter into an Agreement
setting forth the terms on which the Adviser will perform certain services for
the Trust, its series of shares as listed on Schedule 1 to this agreement and
each series of shares subsequently issued by the Trust (each singly a "Fund" or
collectively the "Funds").
THEREFORE, in consideration of the promises and the mutual agreements
hereinafter contained, the Trust and the Adviser agree as follows:
1. (a) The Trust hereby employs the Adviser to manage and administer
the operation of the Trust and each of its Funds, to supervise the provision of
the services to the Trust and each of its Funds by others, and to manage the
investment and reinvestment of the assets of each Fund of the Trust in
conformity with such Fund's investment objectives and restrictions as may be set
forth from time to time in the Fund's then current prospectus and statement of
additional information, if any, and other governing documents, all subject to
the supervision of the Board of Trustees of the Trust, for the period and on the
terms set forth in this Agreement. The Adviser hereby accepts such employment
and agrees during such period, at its own expense, to render the services and to
assume the obligations set forth herein, for the compensation provided herein.
The Adviser shall for all purposes herein be deemed to be an independent
contractor and shall, unless otherwise expressly provided or authorized, have no
authority to act for or represent the Trust in any way or otherwise be deemed an
agent of the Trust.
(b) In the event that the Trust establishes one or more Funds, in
addition to the Funds listed on Schedule 1, for which it wishes the Adviser to
perform services hereunder, it shall notify the Adviser in writing. If the
Adviser is willing to render such services, it shall notify the Trust in writing
and such Fund shall become a Fund hereunder and the compensation payable to the
Adviser by the new Fund will be as agreed in writing at the time.
2. The Adviser shall place all orders for the purchase and sale of
portfolio securities for the account of each Fund with broker-dealers selected
by the Adviser. In executing portfolio transactions and selecting
broker-dealers, the Adviser will use its best efforts to seek best execution on
behalf of each Fund. In assessing the best execution available for any
transaction, the Adviser shall consider all factors it deems relevant, including
the breadth of the market in the security, the price of the security, the
financial condition and execution capability of the broker-dealer, and the
reasonableness of the commission, if any (all for the specific transaction and
on a continuing basis). In evaluating the best execution available, and in
selecting the broker-dealer to execute a particular transaction, the Adviser may
also consider the brokerage and research services (as those terms are used in
Section 28(e) of the Securities Exchange Act of 1934 (the "1934 Act")) provided
to a Fund and/or other accounts over which the Adviser or an affiliate of the
Adviser exercises investment discretion. The Adviser is authorized to pay a
broker-dealer who provides such brokerage and research services a commission for
executing a portfolio transaction for a Fund which is in excess of the amount of
commission another broker-dealer would have charged for effecting that
transaction if, but only if, the Adviser determines in good faith that such
commission was reasonable in relation to the value of the brokerage and research
services provided by such broker-dealer viewed in terms of that particular
transaction or in terms of all of the accounts over which investment discretion
is so exercised.
3. The Adviser, at its own expense, shall furnish to the Trust office
space in the offices of the Adviser or in such other place as may be agreed upon
by the parties from time to time, all necessary office facilities, equipment and
personnel in connection with its services hereunder, and shall arrange, if
desired by the Trust, for members of the Adviser's organization to serve without
salaries from the Trust as officers or, as may be agreed from time to time, as
agents of the Trust. The Adviser assumes and shall pay or reimburse the Trust
for:
(a) the compensation (if any) of the Trustees of the Trust who are
affiliated with the Adviser or with its affiliates, or with any adviser retained
by the Adviser, and of all officers of the Trust as such, and
(b) all expenses of the Adviser incurred in connection with its
services hereunder.
The Trust assumes and shall pay all other expenses of the Trust and its
Funds, including, without limitation:
(a) all charges and expenses of any custodian or depository appointed
by the Trust for the safekeeping of the cash, securities and other property of
any of its Funds;
(b) all charges and expenses for bookkeeping and auditors;
(c) all charges and expenses of any transfer agents and registrars
appointed by the Trust;
(d) all fees of all Trustees of the Trust who are not affiliated with
the Adviser or any of its affiliates, or with any adviser retained by the
Adviser;
(e) all brokers' fees, expenses, and commissions and issue and transfer
taxes chargeable to a Fund in connection with transactions involving securities
and other property to which the Fund is a party;
(f) all costs and expenses of distribution of shares of its Funds
incurred pursuant to Plans of Distribution adopted under Rule 12b-1 under the
Investment Company Act of 1940 ("1940 Act");
(g) all taxes and trust fees payable by the Trust or its Funds to
Federal, state, or other governmental agencies;
(h) all costs of certificates representing shares of the Trust or its
Funds;
(i) all fees and expenses involved in registering and maintaining
registrations of the Trust, its Funds and of their shares with the Securities
and Exchange Commission (the "Commission") and registering or qualifying the
Funds' shares under state or other securities laws, including, without
limitation, the preparation and printing of registration statements,
prospectuses, and statements of additional information for filing with the
Commission and other authorities;
(j) expenses of preparing, printing, and mailing prospectuses and
statements of additional information to shareholders of each Fund of the Trust;
(k) all expenses of shareholders' and Trustees' meetings and of
preparing, printing, and mailing notices, reports, and proxy materials to
shareholders of the Funds;
(l) all charges and expenses of legal counsel for the Trust and its
Funds and for Trustees of the Trust in connection with legal matters relating to
the Trust and its Funds, including, without limitation, legal services rendered
in connection with the Trust and its Funds' existence, trust, and financial
structure and relations with its shareholders, registrations and qualifications
of securities under Federal, state, and other laws, issues of securities,
expenses which the Trust and its Funds has herein assumed, whether customary or
not, and extraordinary matters, including, without limitation, any litigation
involving the Trust and its Funds, its Trustees, officers, employees, or agents;
(m) all charges and expenses of filing annual and other reports with
the Commission and other authorities; and
(n) all extraordinary expenses and charges of the Trust and its Funds.
In the event that the Adviser provides any of these services or pays
any of these expenses, the Trust and any affected Fund will promptly reimburse
the Adviser therefor.
The services of the Adviser to the Trust and its Funds hereunder are
not to be deemed exclusive, and the Adviser shall be free to render similar
services to others.
4. As compensation for the Adviser's services to the Trust with respect
to each Fund during the period of this Agreement, the Trust will pay to the
Adviser a fee at the annual rate set forth on Schedule 2 for such Fund.
The Adviser's fee is computed as of the close of business on each
business day.
A pro rata portion of the Trust's fee with respect to a Fund shall be
payable in arrears at the end of each day or calendar month as the Adviser may
from time to time specify to the Trust. If and when this Agreement terminates,
any compensation payable hereunder for the period ending with the date of such
termination shall be payable upon such termination. Amounts payable hereunder
shall be promptly paid when due.
5. The Adviser may enter into an agreement to retain, at its own
expense, a firm or firms ("SubAdviser") to provide the Trust with respect to all
or any of its Funds all of the services to be provided by the Adviser hereunder,
if such agreement is approved as required by law. Such agreement may delegate to
such SubAdviser all of Adviser's rights, obligations, and duties hereunder.
6. The Adviser shall not be liable for any error of judgment or mistake
of law or for any loss suffered by the Trust or any of its Funds in connection
with the performance of this Agreement, except a loss resulting from the
Adviser's willful misfeasance, bad faith, gross negligence, or from reckless
disregard by it of its obligations and duties under this Agreement. Any person,
even though also an officer, Director, partner, employee, or agent of the
Adviser, who may be or become an officer, Trustee, employee, or agent of the
Trust, shall be deemed, when rendering services to the Trust or any of its Funds
or acting on any business of the Trust or any of its Funds (other than services
or business in connection with the Adviser's duties hereunder), to be rendering
such services to or acting solely for the Trust or any of its Funds and not as
an officer, Director, partner, employee, or agent or one under the control or
direction of the Adviser even though paid by it.
7. The Trust shall cause the books and accounts of each of its Funds to
be audited at least once each year by a reputable independent public accountant
or organization of public accountant or organization of public accountants who
shall render a report to the Trust.
8. Subject to and in accordance with the Declaration of Trust of the
Trust, the governing documents of the Adviser and the governing documents of any
SubAdviser, it is understood that Trustees, Directors, officers, agents and
shareholders of the Trust or any Adviser are or may be interested in the Adviser
(or any successor thereof) as Directors and officers of the Adviser or its
affiliates, as stockholders of First Union Corporation or otherwise; that
Directors, officers and agents of the Adviser and its affiliates or stockholders
of First Union Corporation are or may be interested in the Trust or any Adviser
as Trustees, Directors, officers, shareholders or otherwise; that the Adviser
(or any such successor) is or may be interested in the Trust or any SubAdviser
as shareholder, or otherwise; and that the effect of any such adverse interests
shall be governed by the Declaration of Trust of the Trust, governing documents
of the Adviser and governing documents of any SubAdviser.
9. This Agreement shall continue in effect for two years from the date
set forth above and after such date (a) such continuance is specifically
approved at least annually by the Board of Trustees of the Trust or by a vote of
a majority of the outstanding voting securities of the Trust, and (b) such
renewal has been approved by the vote of the majority of Trustees of the Trust
who are not interested persons, as that term is defined in the 1940 Act, of the
Adviser or of the Trust, cast in person at a meeting called for the purpose of
voting on such approval.
10. On sixty days' written notice to the Adviser, this Agreement may be
terminated at any time without the payment of any penalty by the Board of
Trustees of the Trust or by vote of the holders of a majority of the outstanding
voting securities of the unaffected Funds; and on sixty days' written notice to
the Trust, this Agreement may be terminated at any time without the payment of
any penalty by the Adviser. This Agreement shall automatically terminate upon
its assignment (as that term is defined in the 1940 Act). Any notice under this
Agreement shall be given in writing, addressed and delivered, or mailed postage
prepaid, to the other party at the main office of such party.
11. This Agreement may be amended at any time by an instrument in
writing executed by both parties hereto or their respective successors, provided
that with regard to amendments of substance such execution by the Trust shall
have been first approved by the vote of the holders of a majority of the
outstanding voting securities of the affected Funds and by the vote of a
majority of Trustees of the Trust who are not interested persons (as that term
is defined in the 1940 Act) of the Adviser, any predecessor of the Adviser, or
of the Trust, cast in person at a meeting called for the purpose of voting on
such approval. A "majority of the outstanding voting securities of the Trust or
the affected Funds" shall have, for all purposes of this Agreement, the meaning
provided therefor in the 1940 Act.
12. Any compensation payable to the Adviser hereunder for any period
other than a full year shall be proportionately adjusted.
13. The provisions of this Agreement shall be governed, construed, and
enforced in accordance with the laws of The State of Delaware.
IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement on the day and year first above written.
EVERGREEN SELECT EQUITY TRUST
By:
Name:
Title:
THE CAPITAL MANAGEMENT GROUP
OF FIRST UNION NATIONAL BANK
By:
Name:
Title:
<PAGE>
Schedule 1
<PAGE>
Schedule 2
INVESTMENT ADVISORY AND MANAGEMENT AGREEMENT
AGREEMENT made the day of 1997, by and between EVERGREEN SELECT EQUITY
TRUST, a Delaware business trust (the "Trust") and EVERGREEN ASSET MANAGEMENT
CORP., a New York corporation (the "Adviser").
WHEREAS, the Trust and the Adviser wish to enter into an Agreement
setting forth the terms on which the Adviser will perform certain services for
the Trust, its series of shares as listed on Schedule 1 to this agreement and
each series of shares subsequently issued by the Trust (each singly a "Fund" or
collectively the "Funds").
THEREFORE, in consideration of the promises and the mutual agreements
hereinafter contained, the Trust and the Adviser agree as follows:
1. (a) The Trust hereby employs the Adviser to manage and administer
the operation of the Trust and each of its Funds, to supervise the provision of
the services to the Trust and each of its Funds by others, and to manage the
investment and reinvestment of the assets of each Fund of the Trust in
conformity with such Fund's investment objectives and restrictions as may be set
forth from time to time in the Fund's then current prospectus and statement of
additional information, if any, and other governing documents, all subject to
the supervision of the Board of Trustees of the Trust, for the period and on the
terms set forth in this Agreement. The Adviser hereby accepts such employment
and agrees during such period, at its own expense, to render the services and to
assume the obligations set forth herein, for the compensation provided herein.
The Adviser shall for all purposes herein be deemed to be an independent
contractor and shall, unless otherwise expressly provided or authorized, have no
authority to act for or represent the Trust in any way or otherwise be deemed an
agent of the Trust.
(b) In the event that the Trust establishes one or more Funds, in
addition to the Funds listed on Schedule 1, for which it wishes the Adviser to
perform services hereunder, it shall notify the Adviser in writing. If the
Adviser is willing to render such services, it shall notify the Trust in writing
and such Fund shall become a Fund hereunder and the compensation payable to the
Adviser by the new Fund will be as agreed in writing at the time.
2. The Adviser shall place all orders for the purchase and sale of
portfolio securities for the account of each Fund with broker-dealers selected
by the Adviser. In executing portfolio transactions and selecting
broker-dealers, the Adviser will use its best efforts to seek best execution on
behalf of each Fund. In assessing the best execution available for any
transaction, the Adviser shall consider all factors it deems relevant, including
the breadth of the market in the security, the price of the security, the
financial condition and execution capability of the broker-dealer, and the
reasonableness of the commission, if any (all for the specific transaction and
on a continuing basis). In evaluating the best execution available, and in
selecting the broker-dealer to execute a particular transaction, the Adviser may
also consider the brokerage and research services (as those terms are used in
Section 28(e) of the Securities Exchange Act of 1934 (the "1934 Act")) provided
to a Fund and/or other accounts over which the Adviser or an affiliate of the
Adviser exercises investment discretion. The Adviser is authorized to pay a
broker-dealer who provides such brokerage and research services a commission for
executing a portfolio transaction for a Fund which is in excess of the amount of
commission another broker-dealer would have charged for effecting that
transaction if, but only if, the Adviser determines in good faith that such
commission was reasonable in relation to the value of the brokerage and research
services provided by such broker-dealer viewed in terms of that particular
transaction or in terms of all of the accounts over which investment discretion
is so exercised.
3. The Adviser, at its own expense, shall furnish to the Trust office
space in the offices of the Adviser or in such other place as may be agreed upon
by the parties from time to time, all necessary office facilities, equipment and
personnel in connection with its services hereunder, and shall arrange, if
desired by the Trust, for members of the Adviser's organization to serve without
salaries from the Trust as officers or, as may be agreed from time to time, as
agents of the Trust. The Adviser assumes and shall pay or reimburse the Trust
for:
(a) the compensation (if any) of the Trustees of the Trust who are
affiliated with the Adviser or with its affiliates, or with any adviser retained
by the Adviser, and of all officers of the Trust as such, and
(b) all expenses of the Adviser incurred in connection with its
services hereunder.
The Trust assumes and shall pay all other expenses of the Trust and its
Funds, including, without limitation:
(a) all charges and expenses of any custodian or depository appointed
by the Trust for the safekeeping of the cash, securities and other property of
any of its Funds;
(b) all charges and expenses for bookkeeping and auditors;
(c) all charges and expenses of any transfer agents and registrars
appointed by the Trust;
(d) all fees of all Trustees of the Trust who are not affiliated with
the Adviser or any of its affiliates, or with any adviser retained by the
Adviser;
(e) all brokers' fees, expenses, and commissions and issue and transfer
taxes chargeable to a Fund in connection with transactions involving securities
and other property to which the Fund is a party;
(f) all costs and expenses of distribution of shares of its Funds
incurred pursuant to Plans of Distribution adopted under Rule 12b-1 under the
Investment Company Act of 1940 ("1940 Act");
(g) all taxes and trust fees payable by the Trust or its Funds to
Federal, state, or other governmental agencies;
(h) all costs of certificates representing shares of the Trust or its
Funds; (i) all fees and expenses involved in registering and maintaining
registrations of the Trust, its Funds and of their shares with the Securities
and Exchange Commission (the "Commission") and registering or qualifying the
Funds' shares under state or other securities laws, including, without
limitation, the preparation and printing of registration statements,
prospectuses, and statements of additional information for filing with the
Commission and other authorities;
(j) expenses of preparing, printing, and mailing prospectuses and
statements of additional information to shareholders of each Fund of the Trust;
(k) all expenses of shareholders' and Trustees' meetings and of
preparing, printing, and mailing notices, reports, and proxy materials to
shareholders of the Funds;
(l) all charges and expenses of legal counsel for the Trust and its
Funds and for Trustees of the Trust in connection with legal matters relating to
the Trust and its Funds, including, without limitation, legal services rendered
in connection with the Trust and its Funds' existence, trust, and financial
structure and relations with its shareholders, registrations and qualifications
of securities under Federal, state, and other laws, issues of securities,
expenses which the Trust and its Funds has herein assumed, whether customary or
not, and extraordinary matters, including, without limitation, any litigation
involving the Trust and its Funds, its Trustees, officers, employees, or agents;
(m) all charges and expenses of filing annual and other reports with
the Commission and other authorities; and
(n) all extraordinary expenses and charges of the Trust and its Funds.
In the event that the Adviser provides any of these services or pays
any of these expenses, the Trust and any affected Fund will promptly reimburse
the Adviser therefor.
The services of the Adviser to the Trust and its Funds hereunder are
not to be deemed exclusive, and the Adviser shall be free to render similar
services to others.
4. As compensation for the Adviser's services to the Trust with respect
to each Fund during the period of this Agreement, the Trust will pay to the
Adviser a fee at the annual rate set forth on Schedule 2 for such Fund.
The Adviser's fee is computed as of the close of business on each
business day.
A pro rata portion of the Trust's fee with respect to a Fund shall be
payable in arrears at the end of each day or calendar month as the Adviser may
from time to time specify to the Trust. If and when this Agreement terminates,
any compensation payable hereunder for the period ending with the date of such
termination shall be payable upon such termination. Amounts payable hereunder
shall be promptly paid when due.
5. The Adviser may enter into an agreement to retain, at its own
expense, a firm or firms ("SubAdviser") to provide the Trust with respect to all
or any of its Funds all of the services to be provided by the Adviser hereunder,
if such agreement is approved as required by law. Such agreement may delegate to
such SubAdviser all of Adviser's rights, obligations, and duties hereunder.
6. The Adviser shall not be liable for any error of judgment or mistake
of law or for any loss suffered by the Trust or any of its Funds in connection
with the performance of this Agreement, except a loss resulting from the
Adviser's willful misfeasance, bad faith, gross negligence, or from reckless
disregard by it of its obligations and duties under this Agreement. Any person,
even though also an officer, Director, partner, employee, or agent of the
Adviser, who may be or become an officer, Trustee, employee, or agent of the
Trust, shall be deemed, when rendering services to the Trust or any of its Funds
or acting on any business of the Trust or any of its Funds (other than services
or business in connection with the Adviser's duties hereunder), to be rendering
such services to or acting solely for the Trust or any of its Funds and not as
an officer, Director, partner, employee, or agent or one under the control or
direction of the Adviser even though paid by it.
7. The Trust shall cause the books and accounts of each of its Funds to
be audited at least once each year by a reputable independent public accountant
or organization of public accountant or organization of public accountants who
shall render a report to the Trust.
8. Subject to and in accordance with the Declaration of Trust of the
Trust, the governing documents of the Adviser and the governing documents of any
SubAdviser, it is understood that Trustees, Directors, officers, agents and
shareholders of the Trust or any Adviser are or may be interested in the Adviser
(or any successor thereof) as Directors and officers of the Adviser or its
affiliates, as stockholders of First Union Corporation or otherwise; that
Directors, officers and agents of the Adviser and its affiliates or stockholders
of First Union Corporation are or may be interested in the Trust or any Adviser
as Trustees, Directors, officers, shareholders or otherwise; that the Adviser
(or any such successor) is or may be interested in the Trust or any SubAdviser
as shareholder, or otherwise; and that the effect of any such adverse interests
shall be governed by the Declaration of Trust of the Trust, governing documents
of the Adviser and governing documents of any SubAdviser.
9. This Agreement shall continue in effect for two years from the date
set forth above and after such date (a) such continuance is specifically
approved at least annually by the Board of Trustees of the Trust or by a vote of
a majority of the outstanding voting securities of the Trust, and (b) such
renewal has been approved by the vote of the majority of Trustees of the Trust
who are not interested persons, as that term is defined in the 1940 Act, of the
Adviser or of the Trust, cast in person at a meeting called for the purpose of
voting on such approval.
10. On sixty days' written notice to the Adviser, this Agreement may be
terminated at any time without the payment of any penalty by the Board of
Trustees of the Trust or by vote of the holders of a majority of the outstanding
voting securities of the unaffected Funds; and on sixty days' written notice to
the Trust, this Agreement may be terminated at any time without the payment of
any penalty by the Adviser. This Agreement shall automatically terminate upon
its assignment (as that term is defined in the 1940 Act). Any notice under this
Agreement shall be given in writing, addressed and delivered, or mailed postage
prepaid, to the other party at the main office of such party.
11. This Agreement may be amended at any time by an instrument in
writing executed by both parties hereto or their respective successors, provided
that with regard to amendments of substance such execution by the Trust shall
have been first approved by the vote of the holders of a majority of the
outstanding voting securities of the affected Funds and by the vote of a
majority of Trustees of the Trust who are not interested persons (as that term
is defined in the 1940 Act) of the Adviser, any predecessor of the Adviser, or
of the Trust, cast in person at a meeting called for the purpose of voting on
such approval. A "majority of the outstanding voting securities of the Trust or
the affected Funds" shall have, for all purposes of this Agreement, the meaning
provided therefor in the 1940 Act.
12. Any compensation payable to the Adviser hereunder for any period
other than a full year shall be proportionately adjusted.
13. The provisions of this Agreement shall be governed, construed, and
enforced in accordance with the laws of The State of Delaware.
IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement on the day and year first above written.
EVERGREEN SELECT EQUITY TRUST
By:
Name:
Title:
EVERGREEN ASSET MANAGEMENT CORP.
By:
Name:
Title:
<PAGE>
Schedule 1
<PAGE>
Schedule 2
INVESTMENT ADVISORY AND MANAGEMENT AGREEMENT
AGREEMENT made the day of 1997, by and between EVERGREEN SELECT EQUITY
TRUST, a Delaware business trust (the "Trust"), and KEYSTONE INVESTMENT
MANAGEMENT COMPANY, a Delaware corporation (the "Adviser").
WHEREAS, the Trust and the Adviser wish to enter into an Agreement setting
forth the terms on which the Adviser will perform certain services for the
Trust, its series of shares as listed on Schedule 1 to this and each agreement
and each (each singly a "Fund" or collectively the "Funds").
THEREFORE, in consideration of the promises and the mutual agreements
hereinafter contained, the Trust and the Adviser agree as follows:
1. (a) The Trust hereby employs the Adviser to manage and administer the
operation of the Trust and each of its Funds, to supervise the provision of the
services to the Trust and each of its Funds by others, and to manage the
investment and reinvestment of the assets of each Fund of the Trust in
conformity with such Fund's investment objectives and restrictions as may be set
forth from time to time in the Fund's then current prospectus and statement of
additional information, if any, and other governing documents, all subject to
the supervision of the Board of Trustees of the Trust, for the period and on the
terms set forth in this Agreement. The Adviser hereby accepts such employment
and agrees during such period, at its own expense, to render the services and to
assume the obligations set forth herein, for the compensation provided herein.
The Adviser shall for all purposes herein be deemed to be an independent
contractor and shall, unless otherwise expressly provided or authorized, have no
authority to act for or represent the Trust in any way or otherwise be deemed an
agent of the Trust.
(b) In the event that the Trust establishes one or more Funds, in addition
to the Funds listed on Schedule 1, for which it wishes the Adviser to perform
services hereunder, it shall notify the Adviser in writing. If the Adviser is
willing to render such services, it shall notify the Trust in writing and such
Fund shall become a Fund hereunder and the compensation payable to the Adviser
by the new Fund will be as agreed in writing at the time.
2. The Adviser shall place all orders for the purchase and sale of
portfolio securities for the account of each Fund with broker-dealers selected
by the Adviser. In executing portfolio transactions and selecting
broker-dealers, the Adviser will use its best efforts to seek best execution on
behalf of each Fund. In assessing the best execution available for any
transaction, the Adviser shall consider all factors it deems relevant, including
the breadth of the market in the security, the price of the security, the
financial condition and execution capability of the broker-dealer, and the
reasonableness of the commission, if any (all for the specific transaction and
on a continuing basis). In evaluating the best execution available, and in
selecting the broker-dealer to execute a particular transaction, the Adviser may
also consider the brokerage and research services (as those terms are used in
Section 28(e) of the Securities Exchange Act of 1934 (the"1934 Act")) provided
to a Fund and/or other accounts over which the Adviser or an affiliate of the
Adviser exercises investment discretion. The Adviser is authorized to pay a
broker-dealer who provides such brokerage and research services a commission for
executing a portfolio transaction for a Fund which is in excess of the amount of
commission another broker-dealer would have charged for effecting that
transaction if, but only if, the Adviser determines in good faith that such
commission was reasonable in relation to the value of the brokerage and research
services provided by such broker-dealer viewed in terms of that particular
transaction or in terms of all of the accounts over which investment discretion
is so exercised.
3. The Adviser, at its own expense, shall furnish to the Trust office space
in the offices of the Adviser or in such other place as may be agreed upon by
the parties from time to time, all necessary office facilities, equipment and
personnel in connection with its services hereunder, and shall arrange, if
desired by the Trust, for members of the Adviser's organization to serve without
salaries from the Trust as officers or, as may be agreed from time to time, as
agents of the Trust.
The Adviser assumes and shall pay or reimburse the Trust for:
(a) the compensation (if any) of the Trustees of the Trust who are
affiliated with the Adviser or with its affiliates, or with any adviser retained
by the Adviser, and of all officers of the Trust as such, and
(b) all expenses of the Adviser incurred in connection with its services
hereunder.
The Trust assumes and shall pay all other expenses of the Trust and its
Funds, including, without limitation:
(a) all charges and expenses of any custodian or depository appointed by
the Trust for the safekeeping of the cash, securities and other property of any
of its Funds;
(b) all charges and expenses for bookkeeping and auditors;
(c) all charges and expenses of any transfer agents and registrars
appointed by the Trust;
(d) all fees of all Trustees of the Trust who are not affiliated with the
Adviser or any of its affiliates, or with any adviser retained by the Adviser;
(e) all brokers' fees, expenses, and commissions and issue and transfer
taxes chargeable to a Fund in connection with transactions involving securities
and other property to which the Fund is a party; (f) all costs and expenses of
distribution of shares of its Funds incurred pursuant to Plans of Distribution
adopted under Rule 12b-1 under the Investment Company Act of 1940 ("1940 Act");
(g) all taxes and trust fees payable by the Trust or its Funds to Federal,
state, or other governmental agencies; (h) all costs of certificates
representing shares of the Trust or its Funds; (i) all fees and expenses
involved in registering and maintaining registrations of the Trust, its Funds
and of their shares with the Securities and Exchange Commission (the
"Commission") and registering or qualifying the Funds' shares under state or
other securities laws, including, without limitation, the preparation and
printing of registration statements, prospectuses, and statements of additional
information for filing with the Commission and other authorities; (j) expenses
of preparing, printing, and mailing prospectuses and statements of additional
information to shareholders of each Fund of the Trust;
(k) all expenses of shareholders' and Trustees' meetings and of preparing,
printing, and mailing notices, reports, and proxy materials to shareholders of
the Funds;
(l) all charges and expenses of legal counsel for the Trust and its Funds
and for Trustees of the Trust in connection with legal matters relating to the
Trust and its Funds, including, without limitation, legal services rendered in
connection with the Trust and its Funds' existence, trust, and financial
structure and relations with its shareholders, registrations and qualifications
of securities under Federal, state, and other laws, issues of securities,
expenses which the Trust and its Funds has herein assumed, whether customary or
not, and extraordinary matters, including, without limitation, any litigation
involving the Trust and its Funds, its Trustees, officers, employees, or agents;
(m) all charges and expenses of filing annual and other reports with the
Commission and other authorities; and
(n) all extraordinary expenses and charges of the Trust and its Funds.
In the event that the Adviser provides any of these services or pays any of
these expenses, the Trust and any affected Fund will promptly reimburse the
Adviser therefor.
The services of the Adviser to the Trust and its Funds hereunder are not to
be deemed exclusive, and the Adviser shall be free to render similar services to
others.
4. As compensation for the Adviser's services to the Trust with respect to
each Fund during the period of this Agreement, the Trust will pay to the Adviser
a fee at the annual rate set forth on Schedule 2 for such Fund.
The Adviser's fee is computed as of the close of business on each business
day.
A pro rata portion of the Trust's fee with respect to a Fund shall be
payable in arrears at the end of each day or calendar month as the Adviser may
from time to time specify to the Trust. If and when this Agreement terminates,
any compensation payable hereunder for the period ending with the date of such
termination shall be payable upon such termination. Amounts payable hereunder
shall be promptly paid when due.
5. The Adviser may enter into an agreement to retain, at its own expense, a
firm or firms ("SubAdviser") to provide the Trust with respect to all or any of
its Funds all of the services to be provided by the Adviser hereunder, if such
agreement is approved as required by law. Such agreement may delegate to such
SubAdviser all of Adviser's rights, obligations, and duties hereunder.
6. The Adviser shall not be liable for any error of judgment or mistake of
law or for any loss suffered by the Trust or any of its Funds in connection with
the performance of this Agreement, except a loss resulting from the Adviser's
willful misfeasance, bad faith, gross negligence, or from reckless disregard by
it of its obligations and duties under this Agreement. Any person, even though
also an officer, Director, partner, employee, or agent of the Adviser, who may
be or become an officer, Trustee, employee, or agent of the Trust, shall be
deemed, when rendering services to the Trust or any of its Funds or acting on
any business of the Trust or any of its Funds (other than services or business
in connection with the Adviser's duties hereunder), to be rendering such
services to or acting solely for the Trust or any of its Funds and not as an
officer, Director, partner, employee, or agent or one under the control or
direction of the Adviser even though paid by it.
7. The Trust shall cause the books and accounts of each of its Funds to be
audited at least once each year by a reputable independent public accountant or
organization of public accountant or organization of public accountants who
shall render a report to the Trust.
8. Subject to and in accordance with the Declaration of Trust of the Trust,
the governing documents of the Adviser and the governing documents of any
SubAdviser, it is understood that Trustees, Directors, officers, agents and
shareholders of the Trust or any Adviser are or may be interested in the Adviser
(or any successor thereof) as Directors and officers of the Adviser or its
affiliates, as stockholders of First Union Corporation or otherwise; that
Directors, officers and agents of the Adviser and its affiliates or stockholders
of First Union Corporation are or may be interested in the Trust or any Adviser
as Trustees, Directors, officers, shareholders or otherwise; that the Adviser
(or any such successor) is or may be interested in the Trust or any SubAdviser
as shareholder, or otherwise; and that the effect of any such adverse interests
shall be governed by the Declaration of Trust of the Trust, governing documents
of the Adviser and governing documents of any SubAdviser.
9. This Agreement shall continue in effect for two years from the date set
forth above and after such date (a) such continuance is specifically approved at
least annually by the Board of Trustees of the Trust or by a vote of a majority
of the outstanding voting securities of the Trust, and (b) such renewal has been
approved by the vote of the majority of Trustees of the Trust who are not
interested persons, as that term is defined in the 1940 Act, of the Adviser or
of the Trust, cast in person at a meeting called for the purpose of voting on
such approval.
10. On sixty days' written notice to the Adviser, this Agreement may be
terminated at any time without the payment of any penalty by the Board of
Trustees of the Trust or by vote of the holders of a majority of the outstanding
voting securities of the unaffected Funds; and on sixty days' written notice to
the Trust, this Agreement may be terminated at any time without the payment of
any penalty by the Adviser. This Agreement shall automatically terminate upon
its assignment (as that term is defined in the 1940 Act). Any notice under this
Agreement shall be given in writing, addressed and delivered, or mailed postage
prepaid, to the other party at the main office of such party.
11. This Agreement may be amended at any time by an instrument in writing
executed by both parties hereto or their respective successors, provided that
with regard to amendments of substance such execution by the Trust shall have
been first approved by the vote of the holders of a majority of the outstanding
voting securities of the affected Funds and by the vote of a majority of
Trustees of the Trust who are not interested persons (as that term is defined in
the 1940 Act) of the Adviser, any predecessor of the Adviser, or of the Trust,
cast in person at a meeting called for the purpose of voting on such approval. A
"majority of the outstanding voting securities of the Trust or the affected
Funds" shall have, for all purposes of this Agreement, the meaning provided
therefor in the 1940 Act.
12. Any compensation payable to the Adviser hereunder for any period other
than a full year shall be proportionately adjusted.
13. The provisions of this Agreement shall be governed, construed, and
enforced in accordance with the laws of The State of Delaware.
IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement on
the day and year first above written.
EVERGREEN SELECT EQUITY TRUST
By:
Name:
Title:
KEYSTONE INVESTMENT MANAGEMENT COMPANY
By:
Name:
Title:
<PAGE>
Schedule 1
<PAGE>
Schedule 2
SULLIVAN & WORCESTER LLP
1025 CONNECTICUT AVENUE, N.W.
WASHINGTON, D.C. 20036
TELEPHONE: (202) 775-8190
FACSIMILE: (202) 293-2275
767 THIRD AVENUE ONE POST OFFICE SQUARE
NEW YORK, NEW YORK 10017 BOSTON, MASSACHUSETTS 02109
TELEPHONE: (212) 486-8200 TELEPHONE: (617) 338-2800
FACSIMILE: (212) 758-2151 FACSIMILE: (617) 338-2880
Evergreen Equity Trust
Evergreen Fixed Income Trust
Evergreen Municipal Trust
Evergreen International Trust
Evergreen Money Market Trust
Evergreen Select Equity Trust
Evergreen Select Fixed Income Trust
Evergreen Select Money Market Trust
200 Berkeley Street
Boston, Massachusetts 02116
Registration Statements of the Above-Named
Delaware Business Trusts as Successors
to Various Registered Investment Companies
as Described in Certain
Proxy Materials Dated October 24, 1997
Ladies and Gentlemen:
You have requested our opinion with respect to certain matters of Delaware
law in connection with the registration statements on Forms N-1A (each a
"Registration Statement" and together, the "Registration Statements") under the
Securities Act of 1933, as amended (the "Securities Act") of Evergreen Equity
Trust, Evergreen Fixed Income Trust, Evergreen Municipal Trust, Evergreen
International Trust, Evergreen Money Market Trust, Evergreen Select Equity
Trust, Evergreen Select Fixed Income Trust, and Evergreen Select Money Market
Trust (each a "Trust and together, the "Trusts") in connection with the
succession, pursuant to Rule 414 under the Securities Act, of the Trusts to the
registration statements of certain registered open-end management investment
companies (the "Original Funds") advised by First Union National Bank or its
affiliates, and relating to an indefinite number of the shares of beneficial
interest of the Trusts authorized by the respective Agreements and Declarations
of Trust of the Trusts to be issued to the Original Funds (the "Shares").
We have reviewed the actions taken by the Trustees of the respective Trusts
to organize each Trust and to authorize the issuance and sale of the Shares. In
this connection we have examined the Agreement and Declaration of Trust and
By-Laws of each Trust, the Registration Statements, including the prospectuses
and statements of additional information forming a part thereof, certificates of
officers of the respective Trusts and of public officials as to matters of fact,
and such other documents and instruments, certified or otherwise identified to
our satisfaction, and such questions of law and fact, as we have considered
necessary or appropriate for the purpose of rendering the opinions expressed
herein. In such examination we have assumed, without independent verification,
the genuineness of all signatures (whether original or photostatic), the
authenticity of all documents submitted to us as originals, and the conformity
to authentic original documents of all documents submitted to us as certified or
photostatic copies. As to all questions of fact material to such opinions, we
have relied upon the representations contained in the certificates referred to
above. We have assumed, without independent verification, the accuracy of the
relevant facts stated therein.
We are admitted to the Bars of The Commonwealth of Massachusetts and the
District of Columbia and generally do not purport to be familiar with the laws
of the State of Delaware. To the extent that the conclusions based on the laws
of the State of Delaware are involved in the opinions set forth herein below, we
have relied, in rendering such opinions, upon our examination of Chapter 38 of
Title 12 of the Delaware Code Annotated, as amended, entitled "Treatment of
Delaware Business Trusts" (the "Delaware business trust law") and on our
knowledge of interpretation of analogous common law of The Commonwealth of
Massachusetts.
This letter expresses our opinion as to the provisions of each Trust's
Agreement and Declaration of Trust, but does not extend to the Delaware Uniform
Securities Act, or to other federal or state securities laws or other federal
laws.
Based upon the foregoing and subject to the qualifications set forth
herein, we hereby advise you that, in our opinion:
1. Each Trust is validly existing as a trust with transferable shares under
the laws of the State of Delaware.
2. Each Trust is authorized to issue an unlimited number of shares of
beneficial interest, $.001 par value per share; the Shares have been duly and
validly authorized by all action of the Trustees of the Trust, and no action of
the shareholders of the Trust is required in such connection.
3. When issued and paid for as described in each Registration Statement,
the Shares will be fully paid and nonassessable by any Trust.
We hereby consent to the filing of this opinion as an exhibit to each
Registration Statement. In giving such consent, we do not thereby admit that we
come within the category of persons whose consent is required under Section 7 of
the Securities Act of 1933, as amended, or the rules and regulations promulgated
thereunder.
Very truly yours,
/s/ Sullivan & Worcester LLP
Sullivan & Worcester LLP
CONSENT OF INDEPENDENT AUDITORS
The Trustees and Shareholders
Evergreen Select Equity Trust
We consent to the use of our report dated March 3, 1997 incorporated by
reference herein.
/s/ KPMG Peat Marwick LLP
KPMG Peat Marwick LLP
Boston, Massachusetts
December 12, 1997
