1933 Act No. 333-36047
1940 Act No. 811-08363
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. 11 [X]
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [ ]
Amendment No. 11 [X]
EVERGREEN SELECT EQUITY TRUST
(Exact Name of Registrant as Specified in Charter)
200 Berkeley Street, Boston, Massachusetts 02116-5034
(Address of Principal Executive Offices)
(617) 210-3200
(Registrant's Telephone Number)
Michael H. Koonce, Esquire
200 Berkeley Street
Boston, Massachusetts 02116
(Name and Address of Agent for Service)
It is proposed that this filing will become effective:
[X] 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 February 17, 1999 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)
<PAGE>
EVERGREEN SELECT EQUITY TRUST
CONTENTS OF POST-EFFECTIVE NO. 11 TO
REGISTRATION STATEMENT ON
FORM N-1A
This Post-Effective Amendment No. 11 to Registrant's Registration
Statement No. 333-36047/811-08363 consists of the following pages, items of
information and documents, together with the exhibits indicated in Part C as
being filed herewith.
Facing Sheet
Contents Page
PART A
Prospectus for the Class A, Class B and Class C Shares of Evergreen Select
Special Equity Fund is contained herein.
Prospectus for the Institutional Shares and Institutional Service Shares
of Evergreen Select Secular Growth Fund is contained in Post-Effective
Amendment No. 10 to Registration Statement No. 333-36047 and 811-08363, filed
with the SEC on May 13, 1999.
Prospectus for the Class A and Class B Shares of Evergreen Select Equity
Index Fund is contained in Post-Effective Amendment No. 9 to Registration
Statement No. 333-36047 and 811-08363, filed with the SEC on April 30, 1999.
Prospectuses for the Institutional Shares and Institutional Service Shares
of Evergreen Select Strategic Value Fund, Evergreen Select Diversified Value
Fund, Evergreen Select Large Cap Blend Fund, Evergreen Select Common Stock Fund,
Evergreen Select Strategic Growth Fund, Evergreen Select Equity Income Fund,
Evergreen Select Small Company Value Fund, Evergreen Select Social Principles
Fund, Evergreen Select Balanced Fund, Evergreen Select Equity Index Fund,
Evergreen Select Special Equity Fund and Evergreen Select Small Cap Growth Fund
are contained in Post-Effective Amendment No. 6 to Registration Statement No.
333-36047 and 811-08363, filed with the SEC on October 30, 1998.
PART B
Amendment to the Statement of Additional Information of Evergreen
Select Special Equity Fund is contained herein.
Statement of Additional Information for Evergreen Select Secular Growth
Fund is contained in Post-Effective Amendment No. 10 to Registration
Statement No. 333-36047 and 811-08363, filed with the SEC on May 13, 1999.
Amendment to the Statement of Additional Information of Evergreen Select
Strategic Value Fund, Evergreen Select Diversified Value Fund, Evergreen Select
Large Cap Blend Fund, Evergreen Select Core Equity Fund (formerly Evergreen
Select Common Stock Fund), Evergreen Select Strategic Growth Fund, Evergreen
Select Equity Income Fund, Evergreen Select Small Company Value Fund, Evergreen
Select Social Principles Fund, Evergreen Select Balanced Fund, Evergreen Select
Equity Index Fund, Evergreen Select Special Equity Fund and Evergreen Select
Small Cap Growth Fund is contained in Post-Effective Amendment
No. 9 to Registration Statement No. 333-36047 and 811-08363, filed with the SEC
on April 30, 1999.
Statement of Additional Information for Evergreen Select Strategic Value
Fund, Evergreen Select Diversified Value Fund, Evergreen Select Large Cap Blend
Fund, Evergreen Select Common Stock Fund, Evergreen Select Strategic Growth
Fund, Evergreen Select Equity Income Fund, Evergreen Select Small Company Value
Fund, Evergreen Select Social Principles Fund, Evergreen Select Balanced Fund,
Evergreen Select Equity Index Fund, Evergreen Select Special Equity Fund and
Evergreen Select Small Cap Growth Fund is contained in Post-Effective Amendment
No. 6 to Registration Statement No. 333-36047 and 811-08363, filed with the
SEC on October 30, 1998.
PART C
Exhibits
Indemnification
Business and Other Connections
of Investment Advisors
Principal Underwriter
Location of Accounts and Records
Signatures
<PAGE>
EVERGREEN SELECT EQUITY TRUST
PART A
PROSPECTUS
<PAGE>
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PROSPECTUS August 30, 1999
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Evergreen Select Equity Trust
[LOGO OF EVERGREEN FUNDS APPEARS HERE]
- -------------------------------------------------------------------------------
Evergreen Select Special Equity Fund
(the "Fund")
CLASS A SHARES
CLASS B SHARES
CLASS C SHARES
This prospectus explains important information about the Class A, Class B
and Class C shares of Evergreen Select Special Equity Fund, including
information on how the Fund invests and services available to shareholders.
Please read this prospectus before investing, and keep it for future
reference.
When you consider investing in the Fund, remember that the higher the
risk of losing money, the higher the potential reward. The reverse is also
generally true: the lower the risk, the lower the potential reward.
By itself, no Fund is a complete investment plan. When considering an
investment in the Fund, remember to consider your overall investment
objectives and any other investments you own. You should also carefully
evaluate your ability to handle the risks posed by your investment in the
Fund. You can find information on the risks associated with investing in the
Fund under the section called "Fund Description."
To learn more about the Evergreen Select Equity Trust, call 1-800-343-
2898 for a free copy of the Fund's statement of additional information ("SAI")
dated November 1, 1998, as supplemented from time to time. The Fund has filed
the SAI with the Securities and Exchange Commission ("SEC") and has
incorporated it by reference (legally included it) into this prospectus.
Please remember that shares of the Fund are:
. Not deposits or obligations of any bank.
. Not endorsed or guaranteed by any bank.
. Not insured or otherwise protected by the Federal Deposit Insurance
Corporation or any other agency.
. Subject to investment risks, including possible loss of the principal
amount.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION PASSED UPON
THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
Keep This Prospectus For Future Reference.
EVERGREEN(SM) is a Service Mark of Evergreen Asset Management Corp.
Copyright 1995, Evergreen Asset Management Corp.
<PAGE>
TABLE OF CONTENTS
-----------------
<TABLE>
<S> <C>
EXPENSES............................................................... 3
FUND DESCRIPTION....................................................... 4
Investment Objective................................................ 4
Securities and Investment Practices................................. 4
BUYING AND SELLING SHARES.............................................. 7
How to Buy Shares................................................... 7
How to Redeem Shares................................................ 10
Exchanges........................................................... 11
Shareholder Services................................................ 12
Dividends and Distributions......................................... 13
Taxes............................................................... 13
FUND DETAILS........................................................... 13
Fund Organization and Service
Providers.......................................................... 13
Distribution Plans and Agreements................................... 15
Other Information and Policies...................................... 15
Fund Performance.................................................... 16
</TABLE>
2
<PAGE>
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EXPENSES
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The tables and examples below are designed to help you understand the
various expenses that you will bear, directly or indirectly, when you invest
in the Fund. Shareholder transaction expenses are fees paid directly from your
account when you buy or sell shares of the Fund.
Shareholder Transaction Expenses
<TABLE>
<CAPTION>
Class A Shares Class B Shares Class C Shares
-------------- -------------- --------------
<S> <C> <C> <C>
Maximum Sales Charge Imposed on
Purchases (as a % of offering
price) 4.75% None None
Contingent Deferred Sales
Charge (as a % of original
purchase price or redemption
proceeds, whichever is lower) None(1) 5.00%(2)(3) 1%(2)
</TABLE>
- -------
(1) Investments of $1 million or more are not subject to a front-end sales
charge, but may be subject to a contingent deferred sales charge upon
redemption within one year after the month of purchase.
(2) The deferred sales charge on Class B shares declines from 5% to 1% on
amounts redeemed within six years after the month of purchase. The
deferred sales charge on Class C shares is 1% on amounts redeemed within
one year after the month of purchase. No sales charge is imposed on
redemptions made thereafter. See "Purchase and Redemption of Shares" for
more information.
(3) Long-term shareholders may pay more than the economic equivalent front-end
sales charges permitted by the National Association of Securities Dealers,
Inc. ("NASD")
Annual operating expenses reflect the normal operating expenses of the
Fund, and include costs such as management, distribution and other fees. The
tables below show the Fund's estimated annual operating expenses for the
fiscal year ending June 30, 2000. The example shows what your costs would be
for a hypothetical $10,000 investment over the periods indicated. The example
assumes that you reinvest all of your dividends and that the Fund's average
annual return will be 5%. The example is for illustration purposes only and
should not be considered a representation of past or future expenses or annual
return. The Fund's actual expenses and returns will vary. For a more complete
description of the various costs and expenses borne by the Fund see
"Organization and Service Providers."
<TABLE>
<CAPTION>
Annual Operating Expenses
- -------------------------
Class A Class B Class C
------- ------- -------
<S> <C> <C> <C>
Management
Fees(4) 0.80% 0.80% 0.80%
12b-1 Fees(5) 0.25% 1.00% 1.00%
Other Expenses 0.26% 0.26% 0.26%
---- ---- ----
Total 1.31% 2.06% 2.06%
==== ==== ====
</TABLE>
<TABLE>
<CAPTION>
Examples
--------
Assuming Redemption at Assuming No
End of Period Redemption
----------------------- ---------------
Class A Class B Class C Class B Class C
------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C>
After 1 Year 602 709 309 209 209
After 3 Years 870 946 646 646 646
After 5 Years 1,159 1,308 1,108 1,108 1,108
After 10 Years 1,979 2,107 2,390 2,107 2,390
</TABLE>
- -------
(4) The investment advisor of the Fund has voluntarily agreed to waive a
portion of the Fund's investment advisory fee. Without such waiver, the
management fee set forth above would be higher. The investment advisor
currently intends to continue this expense waiver indefinitely; however,
the advisor may modify or cancel its expense waiver at any time. See "Fund
Details" for more information.
(5) Although Class A shares can pay up to 0.75% of average net assets as a
12b-1 fee, for the foreseeable future such fees have been limited to 0.25%
of average net assets. For Class B and Class C shares, a portion of the
12b-1 fees equivalent to 0.25% of average annual assets will be
shareholder servicing-related. Distribution-related 12b-1 fees will be
limited to 0.75% of average annual assets as permitted under the rules of
the NASD.
Absent expense waivers the Total Operating Expenses for the Fund would be
as follows:
<TABLE>
<CAPTION>
Management Fee Total Fund
(Without Waivers) 12b-1 Fees Other Expense Operating Expenses
----------------- ---------- ------------- ------------------
<S> <C> <C> <C> <C>
Class A Shares 1.50% 0.25% 0.26% 2.01%
Class B Shares 1.50% 1.00% 0.26% 2.76%
Class C Shares 1.50% 1.00% 0.26% 2.76%
</TABLE>
3
<PAGE>
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FUND DESCRIPTION
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INVESTMENT OBJECTIVE
The Fund's investment objective is nonfundamental. As a result, the Fund
may change its objective without a shareholder vote. The Fund has also adopted
certain fundamental investment policies which are mainly designed to limit the
Fund's exposure to risk. The Fund's fundamental policies cannot be changed
without a shareholder vote. See the SAI for more information regarding the
Fund's fundamental investment policies or other related investment policies.
The Fund seeks capital growth. The Fund strives to provide a return
greater than stock market indices such as the Russell 3000 Equal Weighted
Index by investing principally in a diversified portfolio of common stocks of
domestic companies that its investment advisor expects will experience growth
in earnings and price including stocks of companies with small market
capitalizations (i.e., under $1 billion), medium market capitalizations (i.e.,
between $1 billion and $5 billion) and large market capitalizations (i.e.,
over $5 billion).
SECURITIES AND INVESTMENT PRACTICES
You can find more information about the types of securities in which the
Fund may invest, the types of investment techniques the Fund may employ in
pursuit of its objective and a summary of related risks set forth below. The
Fund's SAI contains additional information about these investments and
investment techniques.
Equity Securities. The Fund invests primarily in common stocks. A common stock
represents an equity (ownership) interest in a corporation. The Fund expects
to profit from stocks primarily by (1) selling shares at a higher price than
it paid and (2) earning dividends.
The Fund may invest in convertible securities. Convertible securities are
corporate securities that can be exchanged for a different type of corporate
security. Convertible securities normally purchased by the Fund are
convertible preferred stocks and convertible bonds, both of which can be
exchanged for common stocks.
Investments in stocks are subject to market risk, which is the
possibility that stock prices in general will decline over short or even
extended periods. Stock markets tend to move in cycles, with periods of rising
stock prices and periods of falling stock prices. Also, investing in small and
mid-sized companies involves greater risk than investing in larger companies.
Small and mid-sized company stock prices can rise very quickly and drop
dramatically in a short period of time. This volatility results from a number
of factors, including reliance by such companies on limited product lines,
markets, and financial and management resources. These and other factors may
make small and mid-sized companies more susceptible to setbacks or downturns.
These companies may experience higher rates of bankruptcy or other failures
than larger companies. They may be more likely to be negatively affected by
changes in management. In addition, the stock of small and mid-sized companies
may be less marketable than larger companies.
Investments in stocks are subject to market risk, which is the
possibility that stock prices in general will decline over short or even
extended periods. Stock markets tend to move in cycles, with periods of rising
stock prices and periods of falling stock prices.
Foreign Investments. The Fund may invest in foreign securities, including
securities issued by foreign branches of U.S. banks and foreign banks,
Canadian commercial paper and Europaper (U.S. dollar-denominated commercial
paper of foreign issuers), American Depositary Receipts, European Depositary
Receipts and Global Depositary Receipts.
There are special risks associated with international investing:
. Currency Risk--The possibility that changes in foreign exchange
rates will affect, favorably or unfavorably, the value of foreign
securities.
. Volatility--Investments in foreign stock markets can be more
volatile than investments in U.S. markets. Diplomatic, political or
economic developments could affect investment in foreign countries.
4
<PAGE>
. Expense Considerations--Fixed commissions on many foreign stock
exchanges are generally higher than negotiated commissions on U.S.
exchanges. Expenses for custodial arrangements of foreign securities
may be somewhat greater than typical expenses for custodial
arrangements for handling U.S. securities of equal value.
. Foreign Taxes--Certain foreign governments levy withholding taxes
against dividend and interest income. Although in some countries a
portion of these taxes are recoverable, the non-recovered portion of
foreign withholding taxes will reduce the income received from the
securities comprising the portfolio.
. Regulatory Environment--Foreign companies generally are not subject
to uniform accounting, auditing and financial reporting standards
comparable to those applicable to U.S. domestic companies. There is
generally less government regulation of securities exchanges,
brokers and listed companies abroad than in the U.S. foreign
branches of U.S. banks, foreign banks and foreign issuers may be
subject to less stringent reserve requirements and to different
accounting, auditing, reporting and record keeping standards than
those applicable to domestic branches of U.S. banks and U.S.
domestic issuers.
United States ("U.S.") Government Securities. U.S. government securities are
debt securities that are issued or guaranteed by the U.S. Treasury or by an
agency or instrumentality of the U.S. government. Some U.S. government
securities, such as Treasury bills, notes and bonds, are supported by the full
faith and credit of the U.S. Others, however, are supported only by the credit
of the instrumentality or by the right of the instrumentality to borrow from
the U.S. government.
While U.S. government securities are guaranteed as to principal and
interest, their market value is not guaranteed. Generally, U.S. government
securities are subject to the same interest rate and credit risks as other
fixed-income securities. However, since U.S. government securities are of the
highest credit quality, the credit risk is minimal. The U.S. government does
not guarantee the net asset value of the Fund's shares.
Derivatives. Derivatives are financial contracts whose value is based on an
underlying asset, such as a stock or a bond, or an underlying economic factor,
such as an index or an interest rate. The Fund may purchase put and call
options, write covered put and call options, enter into futures contracts and
use options on futures contracts. The Fund may use futures and options for
hedging purposes only, not for speculation.
Losses from derivatives can sometimes be substantial. This is true partly
because small price movements in the underlying asset can result in immediate
and substantial gains or losses in the value of the derivative. Derivatives
can also cause the Fund to lose money if the Fund fails to correctly predict
the direction in which the underlying asset or economic factor will move. See
"Futures Transactions and Related Options Transactions" in the SAI.
Futures Contracts and Options Transactions. The Fund may buy and sell futures
and options on futures relating to, (i) individual securities; and (ii)
indices. The Fund may also buy and sell futures and options on futures
relating to foreign currencies. Such transactions may be entered into in order
to hedge against declines in markets and to gain exposure to markets prior to
buying individual securities. Futures contracts provide for the future sale by
one party and purchase by another party of a specified amount of a specified
security at a specified future time and at a specified price.
An option on a futures contract gives the purchaser the right, in
exchange for a premium, to assume a position in a futures contract at a
specified exercise price during the term of the option. A put option on a
security gives the purchaser of the option the right to sell, and the writer
of the option the obligation to buy, the underlying security at any time
during the option period. A call option on a security gives the purchaser of
the option the right to buy, and the writer of the option the obligation to
sell the underlying security at any time during the option period.
These transactions are used to maintain cash reserves while remaining
fully invested, facilitate trading, reduce transaction costs or seek higher
investment returns when the contract is priced more attractively than the
underlying equity security or index.
5
<PAGE>
The Fund may not use futures contracts or options transactions to
leverage its net assets for speculative purposes. See "Futures Transactions
and Related Options Transactions" in the SAI.
Borrowing. The Fund may borrow from banks in an amount up to 33 1/3% of its
- ----------
total assets, taken at market value. The Fund may also borrow an additional 5%
of its total assets from banks and others. The Fund may only borrow as a
temporary measure for extraordinary or emergency purposes such as the
redemption of Fund shares. The Fund may purchase additional securities so long
as borrowings do not exceed 5% of its total assets.
Securities Lending. To generate income and offset expenses, the Fund may lend
- -------------------
portfolio securities to broker-dealers and other financial institutions. Loans
of securities by the Fund may not exceed 33 1/3% of the value of the Fund's
total assets. While securities are on loan, the borrower will pay the Fund any
income accruing on the security. Also, the Fund may invest any collateral it
receives in additional securities.
Gains or losses in the market value of a lent security will affect the
Fund and its shareholders. When the Fund lends its securities, it runs the
risk that it could not retrieve the securities on a timely basis, possibly
losing the opportunity to sell the securities at a desirable price. Also, if
the borrower files for bankruptcy or becomes insolvent, the Fund's ability to
dispose of the securities may be delayed.
Repurchase Agreements. The Fund may enter into repurchase agreements. A
- ----------------------
repurchase agreement is an agreement by the Fund to purchase a security and
sell it back for a specified price. The repurchase price reflects an agreed-
upon interest rate for the time period of the agreement. The Fund's risk is
the inability of the seller to pay the agreed-upon price at delivery date.
However, such risk is tempered by the ability of the Fund to sell the security
in the open market in case of default. In such a case, the Fund may incur
costs in disposing of the security which would increase Fund expenses. The
Fund's investment advisor will monitor the creditworthiness of the firms with
which the Fund enters into repurchase agreements.
Reverse Repurchase Agreements. The Fund may enter into reverse repurchase
- ------------------------------
agreements. A reverse repurchase agreement is an agreement by the Fund to sell
a security and repurchase it at a specified time and price. The Fund could
lose money if the market value of the securities it sold declines below their
repurchase price. Reverse repurchase agreements may be considered a form of
borrowing, and, therefore, a form of leverage. Leverage may magnify gains or
losses of the Fund.
Investing in Securities of Other Investment Companies. The Fund may invest in
- ------------------------------------------------------
securities of other investment companies. As a shareholder of another
investment company, the Fund would pay its portion of the other investment
company's expenses. These expenses would be in addition to the expenses that
the Fund currently bears concerning its own operations and may result in some
duplication of fees.
When-Issued, Delayed-Delivery and Forward Commitment Transactions. The Fund
- ------------------------------------------------------------------
may enter into transactions whereby it commits to buying a security, but does
not pay for or take delivery of the security until some specified date in the
future. The value of these securities is subject to market fluctuation during
this period and no income accrues to the Fund until settlement. At the time of
settlement, a when-issued security may be valued at less than its purchase
price. When entering into these transactions, the Fund relies on the other
party to consummate the transaction; if the other party fails to do so, the
Fund may be disadvantaged. The Fund does not intend to purchase when-issued
securities for speculative purposes, but only in furtherance of its investment
objective.
Temporary Defensive Investments. The Fund may invest for temporary defensive
- --------------------------------
purposes up to 100% of its assets in short-term obligations. Such obligations
may include U.S. government securities, master demand notes, commercial paper
and notes, bank deposits and other financial institution obligations.
Other Investment Restrictions. The Fund has adopted additional investment
- ------------------------------
restrictions and guidelines that are set forth in the SAI.
6
<PAGE>
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BUYING AND SELLING SHARES
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HOW TO BUY SHARES
- -----------------
You may purchase shares of the Fund through broker-dealers, banks or
other financial intermediaries, or directly through the Fund's distributor,
Evergreen Distributor, Inc. ("EDI"). In addition, you may purchase shares of
the Fund by mailing to the Fund, c/o Evergreen Service Company, P.O. Box 2121,
Boston, Massachusetts 02106-2121, a completed application and a check payable
to the Fund. You may also telephone 1-800-343-2898 to obtain the number of an
account to which you can wire or electronically transfer funds and then send
in a completed application. Subsequent investments in any amount may be made
by check, by wiring federal funds, by direct deposit or by an electronic funds
transfer.
The minimum initial investment is $1,000, which may be waived in certain
situations. There is no minimum amount for subsequent investments. Investments
of $25 or more are allowed under the Systematic Investment Plan. See the
application for more information. Only Class A, Class B and Class C shares are
offered through this prospectus (see "General Information" -- "Other Classes
of Shares").
Class A Shares -- Front-End Sales Charge Alternative. You may purchase Class A
- --------------
shares of the Fund at net asset value ("NAV") plus an initial sales charge on
purchases under $1,000,000. You may purchase $1,000,000 or more of Class A
shares without a front-end sales charge; however, a contingent deferred sales
charge ("CDSC") equal to the lesser of 1% of the purchase price or the
redemption value will be imposed on shares redeemed during the month of
purchase and the 12-month period following the month of purchase. The schedule
of charges for Class A shares is as follows:
Initial Sales Charge
<TABLE>
<CAPTION>
As a % of the Net As a % of the Commission to Dealer/Agent
Amount of Purchase Amount Invested Offering Price as a % of Offering Price
- ------------------ ----------------- -------------- --------------------------
<S> <C> <C> <C>
Less than $ 50,000..... 4.99% 4.75% 4.25%
$ 50,000--$ 99,999...... 4.71% 4.50% 4.25%
$100,000--$249,999...... 3.90% 3.75% 3.25%
$250,000--$499,999...... 2.56% 2.50% 2.00%
$500,000--$999,999...... 2.04% 2.00% 1.75%
$1,000,000 or more...... None None 1.00% of the amount invested
up to $2,999,999; 0.50% of the amount
invested over $2,999,999, up to $4,999,999;
and 0.25% of the excess over $4,999,999
</TABLE>
No front-end sales charges are imposed on Class A shares purchased by (a)
institutional investors, which may include bank trust departments and
registered investment advisors; (b) investment advisors, 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; (c) clients of investment advisors or financial planners who
place trades for their own accounts if the accounts are linked to the master
account of such investment advisors or financial planners on the books of the
broker-dealer through whom shares are purchased; (d) 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 the Fund by the broker-dealer; (e) shareholders of record on
October 12, 1990 in any series of Evergreen Investment Trust in existence on
that date, and the members of their immediate families; (f) current and
retired employees of First Union National Bank ("FUNB") and its affiliates,
EDI and any broker-dealer with whom EDI has entered into an agreement to sell
shares of the Fund, and members of the immediate families of such employees;
(g) and upon the initial purchase of an Evergreen fund by investors
reinvesting the proceeds from a redemption within the preceding 30 days of
shares of other mutual funds, provided such shares were initially purchased
with a front-end sales charge or subject to a contingent deferred sales charge
("CDSC"); and (h) all qualified plan customers holding Evergreen Class Y
shares in connection with a rollover into an individual retirement account.
Certain broker-dealers or other financial institutions may impose a fee on
transactions in shares of the Fund.
7
<PAGE>
Class A shares may also be purchased at NAV by a corporation or certain
other qualified retirement plan or a non-qualified deferred compensation plan,
or a Title I tax sheltered annuity or TSA plan sponsored by an organization
having 100 or more eligible employees, or a TSA plan sponsored by a public
education entity having 5,000 or more eligible employees.
In connection with sales made to plans of the type described in the
preceding sentence EDI will pay broker-dealers and others concessions at the
rate of 0.50% of the NAV of the shares purchased. These payments are subject
to reclaim in the event the shares are redeemed within 12 months after
purchase.
Certain employer-sponsored retirement or savings plans, including
eligible 401(k) plans, may purchase Class A shares at NAV provided that such
plans meet a certain required minimum number of eligible employees or required
amount of assets. Additional information concerning the waiver of sales
charges is set forth in the SAI.
When Class A shares are sold, EDI will normally retain a portion of the
applicable sales charge and pay the balance to the broker-dealer or other
financial intermediary through whom the sale was made. EDI may also pay fees
to banks from sales charges for services performed on behalf of the customers
of such banks in connection with the purchase of shares of the Fund. In
addition to compensation paid at the time of sale, entities whose clients have
purchased Class A shares may receive a service fee equal to 0.25% of the
average daily value on an annual basis of Class A shares held by their
clients. Certain purchases of Class A shares may qualify for reduced sales
charges in accordance with a Fund's Concurrent Purchases, Rights of
Accumulation, Letter of Intent, certain Retirement Plans and Reinstatement
Privilege. See "Sales Charge Waivers or Reductions" in the SAI for additional
information concerning these reduced sales charges.
Class B Shares -- Deferred Sales Charge Alternative. You may purchase Class B
- ----------------------------------------------------
shares of the Fund at NAV without an initial sales charge. However, you may
pay a CDSC if you redeem shares within six years after the month of purchase.
The amount of the CDSC (expressed as a percentage of the lesser of the current
NAV or original cost) will vary according to the number of years from the
month of purchase of Class B shares as set forth below.
<TABLE>
<CAPTION>
CDSC
Redemption Timing Imposed
- ----------------- -------
<S> <C>
Month of purchase and the first 12-month period following the month of
purchase............................................................. 5.00%
Second 12-month period following the month of purchase................ 4.00%
Third 12-month period following the month of purchase................. 3.00%
Fourth 12-month period following the month of purchase................ 3.00%
Fifth 12-month period following the month of purchase................. 2.00%
Sixth 12-month period following the month of purchase................. 1.00%
No CDSC is imposed on amounts redeemed thereafter.
</TABLE>
The CDSC is deducted from the amount of the redemption and is paid to
EDI. In the event the Fund acquires the assets of other mutual funds, the CDSC
may be paid by EDI to the distributors of the acquired funds. Class B shares
are subject to higher distribution and/or shareholder service fees than Class
A shares for a period of seven years after the month of purchase (after which
it is expected that they will convert to Class A shares without imposition of
a front-end sales charge). The higher fees mean a higher expense ratio, so
Class B shares pay correspondingly lower dividends and may have a lower NAV
than Class A shares. The Fund will not normally accept any purchase of Class B
shares in the amount of $250,000 or more.
At the end of the period ending seven years after the end of the calendar
month in which the shareholder's purchase order was accepted, Class B shares
will automatically convert to Class A shares and will no longer be subject to
a higher distribution services fee imposed on Class B shares. Such conversion
will be on the basis of the relative NAVs of the two classes, without the
imposition of any sales load, fee or other charge. The purpose of the
conversion feature is to reduce the distribution services fee paid by holders
of Class B shares that have been outstanding long enough for EDI to have been
compensated for the expenses associated with the sale of such shares. The CDSC
applicable to Class B shares will be waived on redemptions made by certain
employer-sponsored retirement or savings plans, including eligible 401(k)
plans. See "Sales Charge Waivers or Reductions" in the SAI for additional
information.
8
<PAGE>
Class C Shares. Class C shares are offered only through broker-dealers who
have special distribution agreements with EDI. You may purchase Class C shares
at net asset value without any initial sales charge and, therefore, the full
amount of your investment will be used to purchase Fund shares. However, you
will pay a 1.00% CDSC if you redeem shares during the month of purchase and
the 12-month period following the month of purchase. No CDSC is imposed on
amounts redeemed thereafter. Class C shares incur higher distribution and/or
shareholder service fees than Class A shares but, unlike Class B shares, do
not convert to any other class of shares of the Fund. The higher fees mean a
higher expense ratio, so Class C shares pay correspondingly lower dividends
and may have a lower net asset value than Class A shares. The Fund will not
normally accept any purchase of Class C shares in the amount of $500,000 or
more. No CDSC will be imposed on Class C shares purchased by institutional
investors and through employee benefit and savings plans eligible for the
exemption from front-end sales charges described under "Class A Shares--Front-
End Sales Charge Alternative" above. Broker-dealers and other financial
intermediaries whose clients have purchased Class C shares may receive a
service fee equal to 0.75% of the average daily net asset value of such shares
on an annual basis held by their clients more than one year from the date of
purchase. The payment of service fees will commence immediately with respect
to shares eligible for exemption from the CDSC normally applicable to Class C
shares.
Contingent Deferred Sales Charge. Certain shares with respect to which the
Fund did not pay a commission on issuance, including shares obtained from
dividend or distribution reinvestment, are not subject to a CDSC. Any CDSC
imposed upon the redemption of Class A, Class B or Class C shares is a
percentage of the lesser of (1) the NAV of the shares redeemed or (2) the NAV
at the time of purchase of such shares.
No CDSC is imposed on a redemption of shares of the Fund in the event of
(1) death or disability of the shareholder; (2) a lump-sum distribution from a
401(k) plan or other benefit plan qualified under the Employee Retirement
Income Security Act of 1974 ("ERISA"); (3) automatic withdrawals from ERISA
plans if the shareholder is at least 59 1/2 years old; (4) involuntary
redemptions of accounts having an aggregate NAV of less than $1,000; (5)
automatic withdrawals under the Systematic Withdrawal Plan of up to 1.00% per
month of the shareholder's initial account balance; (6) withdrawals consisting
of loan proceeds to a retirement plan participant; (7) financial hardship
withdrawals made by a retirement plan participant; or (8) withdrawals
consisting of returns of excess contributions or excess deferral amounts made
to a retirement plan participant.
The Fund may also sell Class A, Class B or Class C shares at NAV without
any initial sales charge or a CDSC to certain Directors, Trustees, officers
and employees of the Fund, FUNB, EDI and certain of their affiliates, and to
members of the immediate families of such persons, to registered
representatives of firms with dealer agreements with EDI, and to a bank or
trust company acting as a trustee for a single account.
See "Sales Charge Waivers or Reductions" in the SAI for additional
information.
How the Funds Value Their Shares. The NAV of each class of shares of the Fund
is calculated by dividing the value of the amount of the Fund's net assets
attributable to that class by the number of outstanding shares of that class.
Shares are valued each day the New York Stock Exchange ("NYSE") is open as of
the close of regular trading (currently 4:00 p.m. eastern time). The
securities in the Fund are valued at their current market value determined on
the basis of market quotations or, if such quotations are not readily
available, such other methods as the Trustees believe would accurately reflect
fair value. Non-dollar denominated securities will be valued as of the close
of the NYSE at the closing price of such securities in their principal trading
markets.
General. The decision as to which class of shares is more beneficial to you
depends on the amount of your investment and the length of time you will hold
it. If you are making a large investment, thus qualifying for a reduced sales
charge, you might consider Class A shares. If you are making a smaller
investment, you might consider Class B shares since 100% of your purchase is
invested immediately and since such shares will convert to Class A shares,
which incur lower ongoing distribution and/or shareholder service fees, after
seven years. If you are unsure of the time period of your investment, you
might consider Class C shares, if available through your broker-dealer, since
there are no initial sales charges and, although there is no conversion
feature, the CDSC applies only to redemptions made during the first year.
Consult your financial intermediary for further information. The compensation
received by broker-dealers and agents may differ depending on whether they
sell Class A, Class B or Class C shares. There is no size limit on purchases
of Class A shares.
9
<PAGE>
In addition to the discount or commission paid to broker-dealers, EDI may
from time to time pay to broker-dealers additional cash or other incentives
that are conditioned upon the sale of a specified minimum dollar amount of
shares of the Fund and/or other Evergreen funds. EDI may also limit the
availability of such incentives to certain specified dealers. EDI from time to
time sponsors promotions involving First Union Brokerage Services, Inc., an
affiliate of the Fund's investment advisor, and select broker-dealers,
pursuant to which incentives are paid, including gift certificates and
payments in amounts up to 1% of the dollar amount of shares of the Fund sold.
Awards may also be made based on the opening of a minimum number of accounts.
Such promotions are not being made available to all broker-dealers. Certain
broker-dealers may also receive payments from EDI or the Fund's investment
advisor over and above the usual service fee or shareholder servicing payments
applicable to a given class of shares.
Additional Purchase Information. As a condition of this offering, if a
purchase is canceled due to nonpayment or because an investor's check does not
clear, the investor will be responsible for any loss the Fund or its
investment advisor incurs. If such investor is an existing shareholder, the
Fund may redeem shares from an investor's account to reimburse the Fund or its
investment advisor for any loss. In addition, such investor may be prohibited
or restricted from making further purchases in any of the Evergreen funds. The
Fund will not accept third party checks other than those payable directly to a
shareholder whose account has been in existence at least 30 days.
HOW TO REDEEM SHARES
You may redeem shares of the Fund by mail, telephone or other types of
telecommunication. Once a redemption request has been telephoned, mailed or
otherwise transmitted, it may not be changed or cancelled.
Mail Redemptions. You may redeem shares on each day that the NYSE is open by
mailing a written request to Evergreen Service Company (the "Service Company")
at the following address:
Evergreen Service Company
P.O. Box 2121
Boston, Massachusetts 02106-2121
The signatures on the written request must be properly guaranteed, as
described below.
How To Redeem By Telephone. You may redeem your shares by calling 1-800-343-
2898 between the hours of 8:00 a.m. and 6:00 p.m. (eastern time) on each
business day. You may also redeem shares by sending a facsimile to 617-210-
2711 or by other means of wire communication. You must state the Fund and
class from which you want to redeem, the number or dollar amount of shares you
want to redeem and your account number. The telephone redemption service is
not available to you automatically. You must elect to do so on your account
application.
If you are unable to reach the Fund or the Service Company by telephone,
you should redeem by mail.
The Service Company will wire your redemption proceeds to the commercial
bank account designated on the account application. If the Service Company
deems it appropriate, it may require additional documentation. Although at
present the Service Company pays the wire costs involved, it reserves the
right at any time to require the shareholder to pay such costs.
Redemption Value and Other Redemption Policies. When you sell shares, you
receive the NAV computed at the close of the NYSE on the day that the Fund
receives your request, if your request is received before 4:00 p.m. eastern
time. If the Fund receives your redemption request after 4:00 p.m. eastern
time, you will receive the next day's NAV. Generally, the Fund pays redemption
proceeds within seven days. The Fund may, at any time, change, suspend or
terminate any of the redemption methods described in this prospectus, except
redemptions by mail. For more information, see "How the Funds Calculate Their
NAV."
The Fund may, at its discretion, pay your redemption proceeds with
securities instead of cash. However, the Fund is obligated to redeem shares
solely in cash, up to the lesser of $250,000 or 1% of the Fund's total net
assets during any 90 day period for any one shareholder. See the SAI for
further details.
10
<PAGE>
Except as otherwise noted, neither the Fund, the Service Company nor EDI
assumes responsibility for the authenticity of any instructions received by
any of them from a shareholder by telephone. The Service Company will employ
reasonable procedures to confirm that instructions received over the telephone
or otherwise are genuine. Neither the Fund, the Service Company nor EDI will
be liable when following instructions received by telephone or otherwise that
the Service Company reasonably believes to be genuine.
Shareholders may only change information contained in their account
registration (such as the bank account designated to receive wire redemption
proceeds) by writing to the Service Company. Signatures on such written
instructions must be guaranteed, as described below.
Signature Guarantee. For your protection, signatures on stock powers, and
written orders or authorizations must have a signature guarantee. A signature
guarantee can be provided by a U.S. stock exchange member, a bank, or other
persons eligible to guarantee signatures under the Securities Exchange Act of
1934 and the Service Company's policies. The Service Company may waive this
requirement or may require additional documentation in certain cases.
EXCHANGES
How to Exchange Shares. You may exchange some or all of your shares for
shares of the same class in other Evergreen funds through your financial
intermediary by calling or writing to the Service Company, or by using the
Evergreen Express Line as described above. Once an exchange request has been
telephoned or mailed, it is irrevocable and may not be modified or canceled.
Exchanges will be made on the basis of the relative NAVs of the shares
exchanged next determined after an exchange request is received. An exchange
which represents an initial investment in another Evergreen fund is subject to
the minimum investment and suitability requirements of that fund.
Each of the Evergreen funds has different investment objectives and
policies. For more information, a prospectus of the fund into which an
exchange will be made should be read prior to the exchange. An exchange order
must comply with the requirement for a redemption or repurchase order and must
specify the dollar value or number of shares to be exchanged. An exchange is
treated for federal income tax purposes as a redemption and purchase of shares
and may result in the realization of a capital gain or loss. Shareholders are
limited to five exchanges per calendar year, with a maximum of three per
calendar quarter. This exchange privilege may be modified or discontinued at
any time by the Fund upon 60 days' notice to shareholders and is only
available in states in which shares of a fund being acquired may lawfully be
sold.
No CDSC will be imposed in the event shares are exchanged for shares of
the same class of other Evergreen funds. If you redeem shares, the CDSC
applicable to the shares of the Evergreen fund originally purchased for cash
is applied. Also, Class B shares will continue to age following an exchange
for the purpose of conversion to Class A shares and for the purpose of
determining the amount of the applicable CDSC.
Exchanges Through Your Financial Intermediary. The Fund must receive exchange
instructions from your financial intermediary before 4:00 p.m. (eastern time)
for you to receive that day's NAV. Your financial intermediary is responsible
for furnishing all necessary documentation to a Fund and may charge you for
this service.
Exchanges By Telephone And Mail. Exchange requests received by the Fund after
4:00 p.m. (eastern time) will be processed using the NAV determined at the
close of the next business day. During periods of drastic economic or market
changes, shareholders may experience difficulty in effecting telephone
exchanges. You should follow the procedures outlined below for exchanges by
mail if you are unable to reach the Service Company by telephone. If you wish
to use the telephone exchange service you should indicate this on the
application. As noted above, the Fund will employ reasonable procedures to
confirm that instructions for the redemption or exchange of shares
communicated by telephone are genuine. A telephone exchange may be refused by
the Fund or the Service Company if it is believed advisable to do so.
Procedures for exchanging Fund shares by telephone may be modified or
terminated at any time. Written requests for exchanges should follow the same
procedures outlined for written redemption requests in the section entitled
"How to Redeem Shares;" however, no signature guarantee is required.
11
<PAGE>
SHAREHOLDER SERVICES
The Fund offers the following shareholder services. For more information
about these services or your account, contact your financial intermediary, the
Service Company or call the toll-free number on the front page of this
prospectus. Some services are described in more detail in the application.
Systematic Investment Plan. Under a Systematic Investment Plan, you may invest
as little as $25 per month to purchase shares of the Fund with no minimum
initial investment required.
Telephone Investment Plan. You may make investments into an existing account
electronically in amounts of not less than $100 or more than $10,000 per
investment. Telephone investment requests received by 4:00 p.m. (eastern time)
will be credited to a shareholder's account the day the request is received.
Systematic Withdrawal Plan. When an account of $10,000 or more is opened or
when an existing account reaches that size, you may participate in a
Systematic Withdrawal Plan (the "Withdrawal Plan") by filling out the
appropriate part of the application. Under this Withdrawal Plan, you may
receive (or designate a third party to receive) a monthly or quarterly fixed-
withdrawal payment in a stated amount of at least $75, and as much as 1.0% per
month or 3.0% per quarter of the total NAV of fund shares in your account when
the Withdrawal Plan was opened. Fund shares will be redeemed as necessary to
meet withdrawal payments. All participants must elect to have their dividends
and capital gain distributions reinvested automatically. Any applicable CDSC
will be waived with respect to redemptions occurring under a Withdrawal Plan
during a calendar year to the extent that such redemptions do not exceed 12%
of (1) the initial value of the account plus (2) the value, at the time of
purchase, of any subsequent investments.
Investments Through Employee Benefit and Savings Plans. Certain qualified and
non-qualified employee benefit and savings plans may make shares of the Fund
and other Evergreen funds available to their participants. Investments made by
such employee benefit plans may be exempt from front-end sales charges if they
meet the criteria set forth under "Class A Shares -- Front End Sales Charge
Alternative." FUNB may provide compensation to organizations providing
administrative and recordkeeping services to plans which make shares of the
Evergreen funds available to their participants.
Automatic Reinvestment Plan. For the convenience of investors, all dividends
and distributions are automatically reinvested in full and fractional shares
of the Fund at the NAV per share at the close of business on the record date,
unless otherwise requested by a shareholder in writing. If the transfer agent
does not receive a written request for subsequent dividends and/or
distributions to be paid in cash at least three full business days prior to a
given record date, the dividends and/or distributions to be paid to a
shareholder will be reinvested.
Dollar Cost Averaging. Through dollar cost averaging you can invest a fixed
dollar amount each month or each quarter in any Evergreen fund. This results
in more shares being purchased when the selected fund's NAV is relatively low
and fewer shares being purchased when the fund's NAV is relatively high and
may result in a lower average cost per share than a less systematic investment
approach.
Prior to participating in dollar cost averaging, you must establish an
account in an Evergreen fund. You should designate on the application (1) the
dollar amount of each monthly or quarterly investment you wish to make and (2)
the fund in which the investment is to be made. Thereafter, on the first day
of the designated month, an amount equal to the specified monthly or quarterly
investment will automatically be redeemed from your initial account and
invested in shares of the designated fund.
Two Dimensional Investing. You may elect to have income and capital gains
distributions from any Evergreen fund shares you own automatically invested to
purchase the same class of shares of any other Evergreen fund. You may select
this service on your application and indicate the Evergreen fund(s) into which
distributions are to be invested.
Tax Sheltered Retirement Plans. The Funds have various retirement plans
available to eligible investors, including Individual Retirement Accounts
(IRAs); Rollover IRAs; Simplified Employee Pension Plans (SEPs); Salary
Incentive Match Plan for Employees (SIMPLEs); Tax Sheltered Annuity Plans;
403(b)(7) Plans; 401(k) Plans; Keogh Plans; Profit-Sharing Plans; Medical
Savings Accounts; Pension and Target Benefit and Money Purchase Plans. For
details, including fees and application forms, call toll-free 1-800-247-4075
or write to the Service Company.
12
<PAGE>
DIVIDENDS AND DISTRIBUTIONS
The Fund intends to distribute its investment company taxable income
monthly and net realized capital gains at least annually. Shareholders receive
Fund distributions in the form of additional shares of that class of shares
upon which the distribution is based or, at the shareholder's option, in cash.
Shareholders of the Fund who have not opted to receive cash prior to the
payable date for any dividend from net investment income or the record date
for any capital gains distribution will have the number of such shares
determined on the basis of the Fund's NAV per share computed at the end of
that day after adjustment for the distribution. NAV is used in computing the
number of shares in both capital gains and income distribution investments.
Because Class A shares bear most of the costs of distribution of such
shares through payment of a front-end sales charge, while Class B and Class C
shares bear such expenses through a higher annual distribution fee, expenses
attributable to Class B and Class C shares will generally be higher than those
of Class A shares, and income distributions paid by the Fund with respect to
Class A shares will generally be greater than those paid with respect to Class
B and Class C shares.
Account statements and/or checks, as appropriate, will be mailed within
seven days after the Fund pays a distribution. Unless the Fund receives
instructions to the contrary before the record or payable date, as the case
may be, it will assume that a shareholder wishes to receive that distribution
and future capital gains and income distributions in shares. Instructions
continue in effect until changed in writing. If a shareholder has elected to
receive dividends and/or capital gain distributions in cash and the postal or
other delivery service selected by the Service Company is unable to deliver
checks to the shareholder's address of record, such shareholder's distribution
option will automatically be converted to having all dividend and other
distributions reinvested in additional shares. No interest will accrue on
amounts represented by uncashed distributions or redemption checks.
TAXES
The Fund has qualified and intends to continue to qualify as a regulated
investment company (a "RIC") under Subchapter M of the Internal Revenue Code
of 1986, as amended (the "Code"). As long as the Fund qualifies as a RIC and
distributes substantially all of its net investment income and capital gains,
it will not pay federal income taxes on the earnings it distributes to
shareholders.
Distributions to shareholders, whether taken in cash or reinvested in
shares, are generally considered taxable for federal income tax purposes as
follows:
. Income distributions and net short-term capital gains distributions
are taxable as ordinary income.
. Long-term capital gains distributions are taxable as capital gains,
regardless of how long you have held your shares.
After each calendar year, the Service Company will mail you a statement
indicating which of that year's distributions you should treat as ordinary
income and which you should treat as capital gains. Distributions of income or
capital gains may also be subject to state and local taxes. You should always
consult your tax advisor for specific guidance as to the tax consequences of
your investment in the Fund.
- -------------------------------------------------------------------------------
FUND DETAILS
- -------------------------------------------------------------------------------
FUND ORGANIZATION AND SERVICE PROVIDERS
Fund Structure. The Fund is an investment pool, which invests shareholders'
money towards a specified goal. The Fund is a diversified series of an open-
end management investment company, called "Evergreen Select Equity Trust" (the
"Trust"). The Trust is a Delaware business trust organized on September 18,
1997.
13
<PAGE>
Board of Trustees. The Trust is supervised by a Board of Trustees that is
- ------------------
responsible for representing the interests of shareholders. The Trustees meet
periodically throughout the year to oversee the Fund's activities, reviewing,
among other things, its performance and its contractual arrangements with
various service providers.
Shareholder Rights. All shareholders have equal voting, liquidation and other
- -------------------
rights. Each share is entitled to one vote for each dollar of NAV applicable
to such share. Shareholders may exchange shares as described under
"Exchanges," but will have no other preference, conversion, exchange or
preemptive rights. When issued and paid for, shares will be fully paid and
nonassessable. Shares of the Fund are redeemable, transferable and freely
assignable as collateral. The Trust may establish additional classes or series
of shares.
The Fund does not hold annual shareholder meetings; the Fund may,
however, hold special meetings for such purposes as electing or removing
Trustees, changing fundamental policies and approving investment advisory
agreements or 12b-1 plans. In addition, the Fund is prepared to assist
shareholders in communicating with one another for the purpose of convening a
meeting to elect Trustees.
Advisor. The investment advisor to the Fund is Meridian Investment Company
- --------
("Meridian"). Meridian is an indirect subsidiary of FUNB. Meridian's address
is 55 Valley Stream Parkway, Malvern, Pennsylvania 19355. Meridian receives an
annual fee equal to 1.50% of average daily net assets of Evergreen Select
Special Equity Fund. Currently Meridian has voluntarily agreed to limit its
advisory fee to 0.80% of the average net assets of the Fund.
Joseph E. Stocke, CFA, is the Fund's portfolio manager. Mr. Stocke has
been a Senior Investment Manager/Equities with Meridian since 1990. Mr. Stocke
has been with Meridian since 1983 and prior to July 1998 managed the Special
Equity Fund and Core Equity Fund of CoreFunds, Inc.
Distributor. EDI is the Fund's distributor. EDI is located at 90 Park Avenue,
- ------------
New York, New York 10016 and is a subsidiary of The BISYS Group, Inc. EDI
markets the Fund and distributes its shares through broker-dealers, financial
planners and other financial representatives. EDI is not affiliated with FUNB.
Transfer Agent and Dividend Disbursing Agent. The Service Company is the
Fund's transfer agent. The Service Company is a subsidiary of FUNB and is
located at 200 Berkeley Street, Boston, MA 02116-5034. The Service Company
handles shareholder services, including record keeping and account statements,
distribution of dividends and capital gains and processing of transactions.
Administrator. Evergreen Investment Services, Inc. ("EIS") serves as
- --------------
administrator to the Fund. EIS is located at 200 Berkeley Street, Boston,
Massachusetts 02116-5034. As administrator, and subject to the supervision and
control of the Trust's Board of Trustees, EIS provides the Fund with
facilities, equipment and personnel. For its services as administrator, EIS is
entitled to receive a fee based on the aggregate average daily net assets of
the Fund at a rate based on the total assets of all mutual funds administered
by EIS for which any affiliate of FUNB serves as investment advisor. The
administration fee is calculated in accordance with the following schedule:
<TABLE>
<CAPTION>
Aggregate Average Daily Net Assets Of Mutual Funds For Which Any
Administrative Fee Affiliate Of FUNB Serves As Investment Advisor
- ------------------ ----------------------------------------------------------------
<S> <C>
0.050% on the first $7 billion
0.035% on the next $3 billion
0.030% on the next $5 billion
0.020% on the next $10 billion
0.015% on the next $5 billion
0.010% on assets in excess of $30 billion
</TABLE>
Custodian. State Street Bank and Trust Company ("State Street"), P.O. Box
- ----------
9021, Boston, Massachusetts 02205-9827, acts as the Funds' custodian.
14
<PAGE>
DISTRIBUTION PLANS AND AGREEMENTS
Distribution Plans. The Fund's Class A, Class B and Class C shares pay for the
expenses associated with the distribution of such shares according to a
distribution plan that it has adopted pursuant to Rule 12b-1 under the 1940
Act (each a "Plan," or collectively, the "Plans"). Under the Plans, the Fund
may incur distribution-related and shareholder servicing-related expenses
which are based upon a maximum annual rate as a percentage of the Fund's
average daily net assets attributable to the class as follows:
Class A shares 0.75% (currently limited to 0.25%)
Class B shares 1.00%
Class C shares 1.00%
Of the amount that each class may pay under its respective Plan, up to
0.25% may constitute a service fee to be used to compensate organizations,
which may include the Fund's investment advisor or its affiliates, for
personal services rendered to shareholders and/or the maintenance of
shareholder accounts. The Fund may not pay any distribution or service fees
during any fiscal period in excess of the amounts set forth above. Amounts
paid under the Plans are used to compensate the Fund's distributor pursuant to
the distribution agreements entered into by the Fund.
Distribution Agreements. The Fund has also entered into a distribution
agreement (each, a "Distribution Agreement" or collectively the "Distribution
Agreements") with EDI. Pursuant to the Distribution Agreements, the Fund will
compensate EDI for its services as distributor based upon the maximum annual
rate as a percentage of the Fund's average daily net assets attributable to
the class as follows:
Class A shares 0.25%
Class B shares 1.00%
Class C shares 1.00%
The Distribution Agreements provide that EDI will use the distribution
fee received from a Fund for payments (i) to compensate broker-dealers or
other persons for distributing shares of a Fund, including interest and
principal payments made in respect of amounts paid to broker-dealers or other
persons that have been financed (EDI may assign its rights to receive
compensation under the Distribution Agreements to secure such financings),
(ii) to otherwise promote the sale of shares of a Fund, and (iii) to
compensate broker-dealers, depository institutions and other financial
intermediaries for providing administrative, accounting and other services
with respect to the Fund's shareholders. FUNB or its affiliates may finance
the payments made by EDI to compensate broker-dealers or other persons for
distributing shares of a Fund.
In the event the Fund acquires the assets of other mutual funds,
compensation paid to EDI under the Distribution Agreements may be paid by EDI
to the distributors of the acquired funds or their predecessors.
Since EDI's compensation under the Distribution Agreements is not
directly tied to the expenses incurred by EDI, the amount of compensation
received by EDI under the Distribution Agreements during any year may be more
or less than its actual expenses and may result in a profit to EDI.
Distribution expenses incurred by EDI in one fiscal year that exceed the level
of compensation paid to EDI for that year may be paid from distribution fees
received from the Fund in subsequent fiscal years.
OTHER INFORMATION AND POLICIES
Banking Laws. The Glass-Steagall Act and other banking laws and regulations
presently prohibit member banks of the Federal Reserve System ("Member Banks")
or their non-bank affiliates from sponsoring, organizing, controlling or
distributing the shares of registered open-end investment companies such as
the Fund. Such laws and regulations also prohibit banks from issuing,
underwriting or distributing securities in general. However, under the Glass-
Steagall Act and such other laws and regulations, a Member Bank or an
affiliate thereof may act as investment advisor, transfer agent or custodian
to a registered open-end investment company and may also act as agent in
connection with the purchase of shares of such an investment company upon the
order of its customer. FUNB and its affiliates are subject to and in
compliance with the aforementioned laws and regulations.
15
<PAGE>
Changes to applicable laws and regulations or future judicial or
administrative decisions could result in FUNB and its affiliates being
prevented from continuing to perform the services required under the
investment advisory agreement or from acting as agent in connection with the
purchase of shares of the Fund by its customers. If FUNB and its affiliates
were prevented from continuing to provide the services called for under the
investment advisory agreement, it is expected that the Trustees would
identify, and call upon the Fund's shareholders to approve, a new investment
advisor. If this were to occur, it is not anticipated that the shareholders of
the Fund would suffer any adverse financial consequences.
Securities Transactions. Under policies established by the Trust's Board of
- ------------------------
Trustees, the Fund's investment advisor selects broker-dealers to execute
portfolio transactions subject to the receipt of best execution. In so doing,
the Fund's investment advisor may select broker-dealers who are affiliated
with the advisor. Moreover, the Fund may pay higher commissions to broker-
dealers that provide research services, which the advisor may use in advising
the Fund or its other clients.
Portfolio Turnover. The estimated portfolio turnover rate for the Fund is not
- -------------------
expected to exceed 100%.
Code of Ethics. The Fund and its investment advisor have adopted a code of
- ---------------
ethics incorporating policies on personal securities trading. In general,
these codes of ethics require that certain personnel of the Fund and its
investment advisor (1) abstain from engaging in certain personal trading
practices and (2) report certain personal trading activities.
Other Classes of Shares. The Fund offers five classes of shares: Class A,
- ------------------------
Class B, Class C, Institutional and Institutional Service. Only Class A, Class
B and Class C shares are offered through this prospectus. Call the Service
Company at 1-800-343-2898 for information on the other classes of shares,
including how to get a prospectus.
Year 2000 Risks. The investment advisors and other service providers for the
- ----------------
Evergreen Funds are taking steps to address any potential Year 2000-related
computer problems. However, there is some risk that these problems could
disrupt the Funds' operations or financial markets generally. In addition,
issuers of securities, especially foreign issuers, in which the Funds invest
may be adversely affected by Year 2000 problems. Such problems could
negatively impact the value of the Funds' securities.
FUND PERFORMANCE
Total Return. Total return is the change in value of an investment in the Fund
- -------------
over a given period, assuming that dividends and capital gains are reinvested
and that recurring charges are deducted. A cumulative total return reflects
actual performance over a stated period of time. An average annual total
return is a hypothetical rate of return that, if achieved annually, would have
produced the same cumulative total return if performance had been constant
over the entire period. Average annual total returns smooth out variations in
performance; they are not the same as actual year-by-year results.
Yield. Yield is the income generated by an investment in the Fund over a given
- ------
period of time, expressed as an annual percentage rate. Yields are calculated
according to a standard that is required for all stock and bond funds. Because
this differs from other accounting methods, the quoted yield may not equal the
income actually paid to shareholders.
General. The Fund may include comparative performance information in
- --------
advertising or in marketing its shares. Such information could include data
from Lipper Analytical Services, Inc., Morningstar, Inc., CDA Weisenberger and
Value Line, or other industry publications or various indexes such as the S&P
500 Index.
For more information on the Fund's performance, see the SAI.
16
<PAGE>
Notes
17
<PAGE>
Notes
18
Investment Advisor
Meridian Investment Company, 55 Valley Stream Parkway, Malvern, Pennsylvania
19355
Custodian
State Street Bank and Trust Company, P.O. Box 9021, Boston, Massachusetts
02205-9827
Transfer Agent
Evergreen Service Company, 200 Berkeley Street, Boston, Massachusetts 02116-
5034
Legal Counsel
Sullivan & Worcester LLP, 1025 Connecticut Avenue, N.W., Washington, D.C. 20036
Independent Auditors
KPMG LLP, 99 High Street, Boston, Massachusetts 02110
Distributor
Evergreen Distributor, Inc., 90 Park Avenue, New York, New York 10016
10480 550363 RV0
<PAGE>
EVERGREEN SELECT EQUITY TRUST
PART B
AMENDMENT TO THE STATEMENT OF ADDITIONAL INFORMATION
<PAGE>
AMENDMENT TO THE STATEMENT OF ADDITIONAL INFORMATION ("SAI")
OF
EVERGREEN SELECT STRATEGIC VALUE FUND
EVERGREEN SELECT DIVERSIFIED VALUE FUND
EVERGREEN SELECT LARGE CAP BLEND FUND
EVERGREEN SELECT CORE EQUITY FUND
(formerly Evergreen Select Common Stock Fund)
EVERGREEN SELECT STRATEGIC GROWTH FUND
EVERGREEN SELECT EQUITY INCOME FUND
EVERGREEN SELECT SMALL COMPANY VALUE FUND
EVERGREEN SELECT SOCIAL PRINCIPLES FUND
EVERGREEN SELECT BALANCED FUND
EVERGREEN SELECT EQUITY INDEX FUND
EVERGREEN SELECT SPECIAL EQUITY FUND
EVERGREEN SELECT SMALL CAP GROWTH FUND
(THE "FUNDS")
I. Evergreen Select Equity Index Fund
Effective April 30, 1999, the SAI of the Funds is amended to reflect
that Evergreen Select Equity Index Fund ("Equity Index" or the "Fund") offers
Class C shares.
In the section entitled "Purchase, Redemption and Pricing of Fund
Shares," information which applies generally to both Class A shares Class B
shares of Equity Index also applies to the Fund's Class C shares. After the
individual descriptions of the Fund's Class a shares and Class B shares, the
following is added:
Class C Shares
Class C shares are available only through
broker-dealers who have entered into special distribution
agreements with the Distributor. The Fund offers Class C
shares at net asset value without an initial sales charge.
With certain exceptions, however,
the Fund 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.
In addition, in the section entitled "Distribution Plans and
Agreements," information which applies generally to both Class A and Class B
shares of Equity Index also applies to the Fund's Class C shares.
April 30, 1999
II. Evergreen Select Special Equity Fund
Effective August 30, 1999, the SAI of the Funds is amended to reflect
that Evergreen Select Special Equity Fund ("Special Equity Fund") offers Class
A, Class B and Class C shares.
The section entitled "Purchase, Redemption and Pricing of Fund Shares"
is amended to reflect that the information on Class A, Class B and Class C
shares also applies to Special Equity Fund.
In addition, the section entitled "Distribution Plans and Agreements"
is amended to reflect that the information on Class A, Class B and Class C
shares also applies to Special Equity Fund.
August 30, 1999 550653-8/99
EVERGREEN SELECT EQUITY TRUST
PART C
OTHER INFORMATION
Item 23. Exhibits
<TABLE>
Exhibit
Number Description Location
- ------- ----------- --------
<S> <C> <C>
(a) Declaration of Trust Incorporated by reference to
Registrant's Pre-Effective Amendment No. 2
Filed on November 17, 1997
(b) By-laws Incorporated by reference to
Registrant's Pre-Effective Amendment No. 2
Filed on November 17, 1997
(c) Provisions 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
(d)(1) Investment Advisory Agreement between the Incorporated by reference to
Registrant and First Union National Bank Registrant's Post-Effective Amendment No. 4
Filed on June 30, 1998
(d)(2) Investment Advisory Agreement between the Incorporated by reference to
Registrant and Evergreen Asset Management Co. Registrant's Post-Effective Amendment No. 4
Filed on June 30, 1998
(d)(3) Investment Advisory Agreement between the Incorporated by reference to
Registrant and Evergreen Investment Management Registrant's Post-Effective Amendment No. 4
Co. (formerly known as Keystone Investment Filed on June 30, 1998
Management Company
(d)(4) Form of Investment Advisory Agreement between Incorporated by reference to
the Registrant and Meridian Investment Company Registrant's Post-Effective Amendment No. 4
Filed on June 30, 1998
(e) Principal Underwriting Agreement between the Incorporated by reference to
Registrant and Evergreen Distributor, Inc. Registrant's Post-Effective Amendment No. 4
Filed on June 30, 1998
(e)(1) Form of Distribution Agreement for Class Contained herein
Class A & C Shares
(Evergreen Select Special Equity Fund)
(e)(2) Form of Distribution Agreement for Class Contained herein
B Shares
(Evergreen Select Special Equity Fund)
(f) Deferred Compensation Plan Incorporated by reference to
Registrant's Pre-Effective Amendment No. 2
Filed on November 17, 1997
(g) Custodian Agreement between the Registrant Incorporated by reference to
and State Street Bank and Trust Company Registrant's Post-Effective Amendment No. 4
Filed on June 30, 1998
(h)(1) Administration Agreement between Evergreen Incorporated by reference to
Investment Services, Inc. and the Registrant Registrant's Post-Effective Amendment No. 4
Filed on June 30, 1998
(h)(2) Transfer Agent Agreement between the Incorporated by reference to
Registrant and Evergreen Service Company Registrant's Post-Effective Amendment No. 4
Filed on June 30, 1998
(i) Opinion and Consent of Sullivan & Worcester LLP Incorporated by reference to Registrant's
Pre-Effective Amendment No. 2 filed on
November 17, 1997
(j)(1) Not applicable
(j)(2) Not applicable
(k) Not applicable
(l) Not applicable
(m)(1) 12b-1 Distribution Plan for the Institutional Incorporated by reference to
Service Shares Registrant's Post-Effective Amendment No. 4
Filed on June 30, 1998
(m)(2) Form of Distribution Plan of Class A shares Incorporated by reference to
(Evergreen Select Equity Index Fund) Registrant's Post-Effective Amendment No. 6
Filed on November 30, 1998
(m)(3) Form of Distribution Plan of Class A shares Contained herein
(Evergreen Select Special Equity Fund)
(m)(4) Form of Distribution Plan for Class B shares Incorporated by reference to
(Evergreen Select Equity Index Fund) Registrant's Post-Effective Amendment No. 6
Filed on November 30, 1998
(m)(5) Form of Distribution Plan for Class B shares Contained herein
(Evergreen Select Special Equity Fund)
(m)(6) Form of Distribution Plan for Class C shares Contained herein
(Evergreen Select Special Equity Fund)
(n) Not applicable
(o) Multiple Class Plan Incorporated by reference to Registrant's
Post-Effective Amendment No. 2 filed
on November 17, 1997
</TABLE>
Item 24. Persons Controlled by or Under Common Control with Registrant.
None
Item 25. Indemnification.
Registrant has obtained from a major insurance carrier a trustees and
officers liability policy covering certain types of errors and omissions.
Provisions for the indemnification of the Registrant's Trustees and
officers are also contained in the Registrant's Declaration of Trust,
incorporated by reference to Registrant's Pre-Effective Amendment No. 1 filed
on November 17, 1997.
Provisions for the indemnification of the Registrant's Investment Advisors
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 the Principal Underwriting
Agreement between Evergreen Distributor, Inc. and the Registrant.
Provision for the indemnification of Evergreen Service Company, the
Registrant's transfer agent, are contained in the Master Transfer Agent and
Recordkeeping Agreement between Evergreen Service Company and the Registrant.
Provisions for the indemnification of State Street Bank & Trust Company,
the Registrant's custodian, are contained in the Custodian Agreement between
State Street Bank and Trust Company and the Registrant.
Item 26. Business or Other Connections of Investment Advisors.
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 Terracciano President, First Union Corporation;
President, First Union National Bank
John R. Georgius Vice Chairman, First Union Corporation;
Vice Chairman, First Union National Bank
Mark C. Treanor 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 Evergreen Investment
Management Company (formerly known as Keystone Investment Management Co.) is
incorporated by reference to the Form ADV (File No. 801-5436) of Evergreen
Investment Management Company.
The information required by this item with respect to Meridian Investment
Company is incorporated by reference to the Form ADV (File No. 801-23484) of
Meridian Investment Company.
Item 27. Principal Underwriter.
Evergreen Distributor, Inc. acts as principal underwriter for each
registered investment company or series thereof that is a part of the Evergreen
"fund complex" as such term is defined in Item 22(a) of Schedule 14A under the
Securities Exchange Act of 1934.
The Directors and principal executive officers of Evergreen Distributor,
Inc. are:
Lynn C. Mangum Director, Chairman and Chief Executive
Officer
Dennis Sheehan Director, Chief Financial Officer
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., 90 Park Avenue, New York, New York 10016.
The Registrant has not paid, directly or indirectly, any commissions or
other coompensation to the Principal Underwriter in the last fiscal year.
Item 28. 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 Evergreen
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
Meridian Investment Company, 55 Valley Stream Parkway, Malvern,
Pennsylvania 19355
Item 29. Management Services.
Not Applicable
Item 30. 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 30th day of
August, 1999.
EVERGREEN SELECT EQUITY TRUST
By: /s/ Anthony J. Fischer
-----------------------------
Name: Anthony J. Fischer
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 30th day of August, 1999.
<TABLE>
<CAPTION>
<S> <C> <C>
/s/ Anthony J. Fischer /s/ Laurence B. Ashkin /s/ Charles A. Austin, III
- ------------------------- ----------------------------- --------------------------------
Anthony J. Fischer 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 Chairman of the Board Trustee
and Trustee
/s/Gerald M. McDonnell /s/ Thomas L. McVerry /s/ Michael S. Scofield
- ------------------------------- ----------------------------- --------------------------------
Gerald M. McDonell* Thomas L. McVerry* Michael S. Scofield*
Trustee Trustee Vice Chairman of the Board
and Trustee
/s/ David M. Richardson /s/ Russell A. Salton, III MD /s/ Leroy Keith, Jr.
- ------------------------------ ------------------------------- --------------------------------
David M. Richardson* Russell A. Salton, III MD* Leroy Keith, Jr.*
Trustee Trustee Trustee
/s/ Richard J. Shima
- ------------------------------
Richard J. Shima*
Trustee
</TABLE>
*By: /s/ Catherine E. Foley
- -------------------------------
Catherine E. Foley
Attorney-in-Fact
*Catherine E. Foley, by signing her 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
- ------- -------
(e)1 Form of Distribution Agreement for Class A and Class C Shares
(e)2 Form of Distribution Agreement for Class B Shares
(m)3 Form of Distribution Plan for Class A Shares
(m)5 Form of Distribution Plan for Class B Shares
(m)6 Form of Distribution Plan for Class C Shares
FORM OF PRINCIPAL UNDERWRITING AGREEMENT
EVERGREEN SELECT EQUITY TRUST
CLASS A AND C SHARES
AGREEMENT made this 30th day of August, 1999 by and between Evergreen
Select Equity Trust on behalf of its series listed on Exhibit A attached hereto
and made a part hereof (such Trust and series referred to herein as "Fund"
individually or "Funds" collectively) and Evergreen Distributor, Inc., a
Delaware corporation ("Principal Underwriter").
It is hereby mutually agreed as follows:
1. The Fund hereby appoints Principal Underwriter a principal
underwriter of the Class A and Class C shares of beneficial interest of the Fund
("Shares") as an independent contractor upon the terms and conditions
hereinafter set forth. Except as the Fund may from time to time agree, Principal
Underwriter will act as agent for the Fund and not as principal.
2. Principal Underwriter will use its best efforts to find purchasers
for the Shares, to promote distribution of the Shares and may obtain orders from
brokers, dealers or other persons for sales of Shares to them. No such broker,
dealer or other person shall have any authority to act as agent for the Fund;
such dealer, broker or other person shall act only as principal in the sale of
Shares.
3. Sales of Shares by Principal Underwriter shall be at the applicable
public offering price determined in the manner set forth in the prospectus
and/or statement of additional information of the Fund current at the time of
the Fund=s acceptance of the order for Shares; provided that Principal
Underwriter also shall have the right to sell Shares at net asset value, if such
sale is permissible under and consistent with applicable statutes, rules,
regulations and orders. All orders shall be subject to acceptance by the Fund,
and the Fund reserves the right in its sole discretion to reject any order
received. The Fund shall not be liable to anyone for failure to accept any
order.
4. On all sales of Shares, the Fund shall receive the current net asset
value, and Principal Underwriter shall be entitled to receive fees for sales of
Class A and C Shares as set forth on Exhibit B attached hereto and made a part
hereof.
5. The payment provisions of this Agreement shall be applicable to the
extent necessary to enable the Fund to comply with the obligation of the Fund to
pay Principal Underwriter in accordance with this Agreement in respect of Class
C Shares and shall remain in effect so long as any payments are required to be
made by the Fund pursuant to the irrevocable payment instruction under the
Master Sale Agreement between Principal Underwriter and Mutual Fund Funding
1994-1 dated as of December 6, 1996 (the AMaster Sale Agreement@).
5
6. Payment to the Fund for Shares shall be in New York or Boston
Clearing House funds received by Principal Underwriter within (3) business days
after notice of acceptance of the purchase order and the amount of the
applicable public offering price has been given to the purchaser. If such
payment is not received within such 3-day period, the Fund reserves the right,
without further notice, forthwith to cancel its acceptance of any such order.
The Fund shall pay such issue taxes as may be required by law in connection with
the issue of the Shares.
7. Principal Underwriter shall not make in connection with any sale or
solicitation of a sale of the Shares any representations concerning the Shares
except those contained in the then current prospectus and/or statement of
additional information covering the Shares and in printed information approved
by the Fund as information supplemental to such prospectus and statement of
additional information. Copies of the then current prospectus and statement of
additional information will be supplied by the Fund to Principal Underwriter in
reasonable quantities upon request.
8. Principal Underwriter agrees to comply with the Business Conduct
Rules of the National Association of Securities Dealers, Inc.
9. The Fund appoints Principal Underwriter as its agent to accept
orders for redemptions and repurchases of Shares at values and in the manner
determined in accordance with the then current prospectus and/or statement of
additional information of the Fund.
10. The Fund agrees to indemnify and hold harmless the Principal
Underwriter, its officers and Directors and each person, if any, who controls
the Principal Underwriter within the meaning of Section 15 of the Securities Act
of 1933 ("1933 Act"), against any losses, claims, damages, liabilities and
expenses (including the cost of any legal fees incurred in connection therewith)
which the Principal Underwriter, its officers, Directors or any such controlling
person may incur under the 1933 Act, under any other statute, at common law or
otherwise, arising out of or based upon
a) any untrue statement or alleged untrue statement of a
material fact contained in the Fund's registration statement,
prospectus or statement of additional information (including amendments
and supplements thereto), or
<PAGE>
b) any omission or alleged omission to state a material fact
required to be stated in the Fund's registration statement, prospectus
or statement of additional information necessary to make the statements
therein not misleading, provided, however, that insofar as losses,
claims, damages, liabilities or expenses arise out of or are based upon
any such untrue statement or omission or alleged untrue statement or
omission made in reliance and in conformity with information furnished
to the Fund by the Principal Underwriter for use in the Fund's
registration statement, prospectus or statement of additional
information, such indemnification is not applicable. In no case shall
the Fund indemnify the Principal Underwriter or its controlling person
as to any amounts incurred for any liability arising out of or based
upon any action for which the Principal Underwriter, its officers and
Directors or any controlling person would otherwise be subject to
liability by reason of willful misfeasance, bad faith or gross
negligence in the performance of its duties or by reason of the
reckless disregard of its obligations and duties under this Agreement.
11. The Principal Underwriter agrees to indemnify and hold harmless the
Fund, its officers, Trustees and each person, if any, who controls the Fund
within the meaning of Section 15 of the 1933 Act against any loss, claims,
damages, liabilities and expenses (including the cost of any legal fees incurred
in connection therewith) which the Fund, its officers, Trustees or any such
controlling person may incur under the 1933 Act, under any other statute, at
common law or otherwise arising out of the acquisition of any Shares by any
person which
a) may be based upon any wrongful act by the Principal
Underwriter or any of its employees or representatives, or
b) may be based upon any untrue statement or alleged untrue
statement of a material fact contained in the Fund's registration
statement, prospectus or statement of additional information (including
amendments and supplements thereto), or any omission or alleged
omission to state a material fact required to be stated therein or
necessary to make the statements therein not misleading, if such
statement or omission was made in reliance upon information furnished
or confirmed in writing to the Fund by the Principal Underwriter.
12. The Fund agrees to execute such papers and to do such acts and
things as shall from time to time be reasonably requested by Principal
Underwriter for the purpose of qualifying the Shares for sale under the
so-called Ablue sky@ laws of any state or for registering Shares under the 1933
Act or the Fund under the Investment Company Act of 1940 (A1940 Act@). Principal
Underwriter shall bear the expense of preparing, printing and distributing
advertising, sales literature, prospectuses and statements of additional
information. The Fund shall bear the expense of registering Shares under the
1933 Act and the Fund under the 1940 Act, qualifying Shares for sale under the
so-called Ablue sky@ laws of any state, the preparation and printing of
prospectuses, statements of additional information and reports required to be
filed with the Securities and Exchange Commission and other authorities, the
preparation, printing and mailing of prospectuses and statements of additional
information to shareholders of the Fund and the direct expenses of the issue of
Shares.
13. To the extent required by the Fund=s 12b-1 Plans, Principal
Underwriter shall provide to the Board of Trustees of the Fund in connection
with such 12b-1 Plans, not less than quarterly, a written report of the amounts
expended pursuant to such 12b-1 Plans and the purposes for which such
expenditures were made.
<PAGE>
14. This Agreement shall become effective as of the date of the
commencement of operations of the Fund and shall remain in force for two years
unless sooner terminated or continued as provided below. This Agreement shall
continue in effect after such term if its continuance is specifically approved
by a majority of the Trustees of the Fund and a majority of the 12b-1 Trustees
referred to in the 12b-1 Plans of the Fund (ARule 12b-1 Trustees@) at least
annually in accordance with the 1940 Act and the rules and regulations
thereunder.
This Agreement may be terminated at any time, without payment
of any penalty, by vote of a majority of any Rule 12b-1 Trustees or by a vote of
a majority of the Fund's outstanding Shares on not more than sixty (60) days
written notice to any other party to the Agreement; and shall terminate
automatically in the event of its assignment (as defined in the 1940 Act).
15. This Agreement shall be construed in accordance with the laws of
The Commonwealth of Massachusetts. All sales hereunder are to be made, and title
to the Shares shall pass, in Boston, Massachusetts.
16. The Fund is a series of a Delaware business trust established under
a Declaration of Trust, as it may be amended from time to time. The obligations
of the Fund are not personally binding upon, nor shall recourse be had against,
the private property of any of the Trustees, shareholders, officers, employees
or agents of the Fund, but only the property of the Fund shall be bound.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their respective officers thereunto duly authorized at Boston,
Massachusetts, as of the day and year first written above.
EVERGREEN SELECT EQUITY TRUST
By:
EVERGREEN DISTRIBUTOR, INC.
By:
<PAGE>
Date: August 30, 1999
EXHIBIT A
EVERGREEN SELECT EQUITY TRUST
Select Equity Index Fund
Select Special Equity Fund
<PAGE>
EXHIBIT B
TO
PRINCIPAL UNDERWRITING AGREEMENT
DATED
August 30, 1999
Schedule of Payments
Class A Shares Up to 0.25% annually of the average daily net asset value
of Class A shares of a Fund
A sales charge, the difference between the
current offering price of Shares, as set
forth in the current prospectus for each
Fund, and the net asset value, less any
reallowance that is payable in accordance
with the sales charge schedule in effect at
any given time with respect to the Shares
Class C Shares Up to 1.00% annually of the average daily net asset
value of Class C shares of a Fund, consisting of 12b-1
fees at the annual rate of 0.75% of the average daily net
asset value of a Fund and service fees of 0.25% of the
average daily net asset value of a Fund
FORM OF PRINCIPAL UNDERWRITING AGREEMENT
EVERGREEN SELECT EQUITY TRUST
CLASS B SHARES
AGREEMENT, made as of the 30th day of August, 1999, by and between
Evergreen Select Equity Trust (the "Trust") and Evergreen Distributor, Inc.
("EDI")
WHEREAS, The Trust, has adopted one or more Plans of Distribution with
respect to certain Classes of shares of its separate investment series (each a
"Plan", or collectively the "Plans") pursuant to Rule 12b-1 under the Investment
Company Act of 1940, as amended (the "1940 Act") which Plans authorize the Trust
on behalf of the Funds to enter into agreements regarding the distribution of
such Classes of shares (the "Shares") of the separate investment series of the
Trust (the "Funds") set forth on Exhibit A; and
WHEREAS, the Trust has agreed that Evergreen Distributor, Inc. (the
"Distributor"), a Delaware corporation, shall act as the distributor of the
Shares; and
WHEREAS, the Distributor agrees to act as distributor of the Shares for the
period of this Distribution Agreement (the "Agreement");
NOW, THEREFORE, in consideration of the agreements hereinafter contained,
it is agreed as follows:
1. SERVICES AS DISTRIBUTOR.
1.1. The Distributor agrees to use appropriate efforts to promote each Fund
and to solicit orders for the purchase of Shares and will undertake such
advertising and promotion as it believes reasonable in connection with such
solicitation. The services to be performed hereunder by the Distributor are
described in more detail in Section 7 hereof. In the event that the Trust
establishes additional investment series with respect to which it desires to
retain the Distributor to act as distributor for Class B shares hereunder, it
shall promptly notify the Distributor in writing. If the Distributor is willing
to render such services it shall notify the Trust in writing whereupon such
portfolio shall become a Fund and its Class B shares shall become Shares
hereunder.
1.2. All activities by the Distributor and its agents and employees as the
distributor of Shares shall comply with all applicable laws, rules and
regulations, including, without limitation, all rules and regulations made or
adopted pursuant to the 1940 Act by the Securities and Exchange Commission (the
"Commission") or any securities association registered under the Securities
Exchange Act of 1934, as amended.
-11-
23300
1.3 In selling the Shares, the Distributor shall use its best efforts in
all respects duly to conform with the requirements of all federal and state laws
relating to the sale of such securities. Neither the Distributor, any selected
dealer or any other person is authorized by the Trust to give any information or
to make any representations, other than those contained in the Trust's
registration statement (the "Registration Statement") or related Fund prospectus
and statement of additional information ("Prospectus and Statement of Additional
Information") and any sales literature specifically approved by the Trust.
1.4 The Distributor shall adopt and follow procedures, as approved by the
officers of the Trust, for the confirmation of sales to investors and selected
dealers, the collection of amounts payable by investors and selected dealers on
such sales, and the cancellation of unsettled transactions, as may be necessary
to comply with the requirements of the National Association of Securities
Dealers, Inc. (the "NASD"), as such requirements may from time to time exist.
1.5. The Distributor will transmit any orders received by it for purchase
or redemption of Shares to the transfer agent and custodian for the applicable
Fund.
1.6. Whenever in their judgment such action is warranted by unusual market,
economic or political conditions, or by abnormal circumstances of any kind, the
Trust's officers may decline to accept any orders for, or make any sales of
Shares until such time as those officers deem it advisable to accept such orders
and to make such sales.
1.7. The Distributor will act only on its own behalf as principal if it
chooses to enter into selling agreements with selected dealers or others. The
Distributor shall offer and sell Shares only to such selected dealers as are
members, in good standing, of the NASD.
1.8 The Distributor agrees to adopt compliance standards, in a form
satisfactory to the Trust, governing the operation of the multiple class
distribution system under which Shares are offered.
2. DUTIES OF THE TRUST.
2.1. The Trust agrees at its own expense to execute any and all documents
and to furnish, at its own expense, any and all information and otherwise to
take all actions that may be reasonably necessary in connection with the
qualification of Shares for sale in such states as the Trust and the Distributor
may designate.
2.2. The Trust shall furnish from time to time, for use in connection with
the sale of Shares such information with respect to the Funds and the Shares as
the Distributor may reasonably request; and the Trust warrants that any such
information shall be true and correct. Upon request, the Trust shall also
provide or cause to be provided to the Distributor: (a) unaudited semi-annual
statements of each Fund's books and accounts, (b) quarterly earnings statements
of each Fund, (c) a monthly itemized list of the securities in each Fund, (d)
monthly balance sheets as soon as practicable after the end of each month, and
(e) from time to time such additional. information regarding each Fund's
financial condition as the Distributor may reasonably request.
3. REPRESENTATIONS OF THE TRUST.
3.1. The Trust represents to the Distributor that it is registered under
the 1940 Act and that the Shares of each of the Funds have been registered under
the Securities Act of 1933, as amended (the "Securities Act"). The Trust will
file such amendments to its Registration Statement as may be required and will
use its best efforts to ensure that such Registration Statement remains
accurate.
4. INDEMNIFICATION.
4.1 The Trust shall indemnify and hold harmless the Distributor, its
Officers and Directors, and each person, if any, who controls the Distributor
within the meaning of Section 15 of the Securities Act against any loss,
liability, claim, damage or expense (including the reasonable cost of
investigating or defending any alleged loss, liability, claim, damage or expense
and reasonable counsel fees incurred in connection therewith), which the
Distributor or such Officer and Director or controlling person may incur under
the Securities Act or under common law or otherwise, arising out of or based
upon any untrue statement, or alleged untrue statement, of a material fact
contained in the Registration Statement, as from time to time amended or
supplemented, any prospectus or annual or interim report to shareholders of the
Trust, or arising out of or based upon any omission, or alleged omission, to
state a material fact required to be stated therein or necessary in order to
make the statements therein, in the light of the circumstances under which they
were made, not misleading, unless such statement or omission was made in
reliance upon, and in conformity with, information furnished to the Trust in
connection therewith by or on behalf of the Distributor, provided, however, that
in no case (i) is the indemnification of the Trust in favor of the Distributor,
its Officer and Directors, or any such controlling persons to be deemed to
protect such Distributor, any Officer or Director thereof, or any such
controlling persons thereof against any liability to the Trust of each Fund or
any securities holders thereof to which the Distributor any Officer or Director
thereof, or any such controlling persons would otherwise be subject by reason of
willful misfeasance, bad faith or gross negligence in the performance of their
duties or by reason of the reckless disregard of their obligations and duties
under this Agreement; or (ii) is the Trust to be liable under its indemnity
agreement contained in this paragraph with respect to any claim made against the
Distributor or any such controlling persons, unless the Distributor or such
controlling person, as the case maybe, shall have notified the Trust in writing
within a reasonable time after the summons or other first legal process giving
information of the nature of the claim shall have been served upon the
Distributor or such controlling persons (or after the Distributor or such
controlling persons shall have received notice of such service on any designated
agent), but failure to notify the Trust of any such claim shall not relieve it
from any liability which it may have to the person against whom such action it
brought otherwise than on account of its indemnity agreement contained in this
paragraph. The Trust will be entitled to participate at its own expense in the
defense, or, if it so elects, to assume the defense of any suit brought to
enforce any such liability, but if the Trust elects to assume the defense, such
defense shall be conducted by counsel chosen by it and satisfactory to the
Distributor or such controlling person or persons, defendant or defendants in
the suit. In the event the Trust elects to assume the defense of any such suit
and retain such counsel, the Distributor or such controlling person or persons,
defendant or defendants in the suit, shall bear the fees and expenses of any
additional counsel retained by them, but, in case the Trust does not elect to
assume the defense of any such suit, it will reimburse the Distributor or such
controlling person or persons, defendant or defendants in the suit, for the
reasonable fees and expenses of any counsel retained by them. The Trust shall
promptly notify the Distributor of the commencement of any litigation or
proceeding against it or any of its officers or directors in connection with the
issuance or sale of any of the shares.
4.2 The Distributor shall indemnify and hold harmless the Trust and each of
its directors and officers and each person, if any, who controls the Trust
against any loss, liability, claim, damage or expense described in the foregoing
indemnity contained in paragraph 4.1, but only with respect to statements or
omissions made in reliance upon , and in conformity with, information furnished
to the Trust in writing by or on behalf of the Distributor for uses in
connection with the Registration Statement, as from time to time amended, or the
annual or interim reports to shareholders. In case any action shall be brought
against the Trust or any persons so indemnified, in respect of which indemnity
may be sought against the Distributor, the Distributor shall have rights and
duties given to the Trust, and the Trust and each person so indemnified shall
have the rights and duties given to the Distributor by the provisions of
paragraph 4.1.
5. OFFERING OF SHARES.
5.1. None of the Shares shall be offered by either the Distributor or the
Trust under any of the provisions of this Agreement, and no orders for the
purchase or sale of Shares hereunder shall be accepted by the Trust, if and so
long as the effectiveness of the registration statement then in effect or any
necessary amendments thereto shall be suspended under any of the provisions of
the Securities Act or if and so long as a current prospectus and statement of
additional information as required by Section 10(b)(2) of the Securities Act, as
amended, is not on file with the Commission; provided, however, that nothing
contained in this paragraph 5.1 shall in any way restrict or have any
application to or bearing upon the Trust's obligation to repurchase Shares from
any shareholder in accordance with the provisions of the prospectus of each Fund
or the Trust's prospectus or Declaration of Trust.
6. AMENDMENTS TO REGISTRATION STATEMENT AND OTHER MATERIAL EVENTS.
6.1. The Trust agrees to advise the Distributor as soon as reasonably
practical by a notice in writing delivered to the Distributor: (a) of any
request or action taken by the Commission which is material to the Distributor's
obligations hereunder or (b) any material fact of which the Trust becomes aware
which affects the Distributor's obligations hereunder.
For purposes of this section, informal requests by or acts of the Staff of
the Commission shall not be deemed actions of or requests by the Commission.
7. COMPENSATION OF DISTRIBUTOR.
7.1 (a) On all sales of Shares of the Fund shall receive the current net
asset value. The Trust in respect of each Fund shall pay to the Distributor the
Distributor's Allocable Portion (as defined below) of a fee (the "Distribution
Fee") in respect of the Shares of each such Fund at the rate of .75% per annum
of the average daily net asset value of the Shares of such Fund, subject to the
limitation on the maximum amount of such fees under the Business Conduct Rules
as applicable to such Distribution Fee on the date hereof, as compensation to
the Distributor for its services in connection with the offer and sale of Shares
and shall also pay to the Distributor contingent deferred sales charges ("CDSC")
as set forth in the Fund's current Prospectus and Statement of Additional
Information, and as required by this Agreement. The Distributor shall also
receive payments consisting of shareholder service fees ("Service Fees") at the
rate of .25% per annum of the average daily net asset value of the Shares. The
Distributor may allow all or a part of said Distribution Fee and CDSCs received
by it (and not paid to others as hereinafter provided) to such brokers, dealers
or other persons as Distributor may determine. The Distributor may also pay
Service Fees to brokers, dealers or other persons providing services to
shareholders.
(b) The provisions of this Section 7.1 shall be applicable to the extent
necessary to enable the Trust to comply with its obligations in respect of each
Fund to pay Distributor its Allocable Portion (as hereinafter described) of the
Distribution Fee paid in respect of Shares of such Fund, and shall remain in
effect with respect to the Shares so long as any payments are required to be
made by the Trust with respect to the Shares of a Fund pursuant to the
irrevocable payment instructions as defined in the Purchase and Sale Agreement
dated as of May 31, 1995 (as amended and supplemented, the "Purchase Agreement")
among the Distributor, Evergreen Keystone Investment Services, Inc., Citibank,
N.A. and Citicorp North America, Inc. and the Amended and Restated Master Sale
Agreement between the Distributor and Mutual Fund Funding 1994-1 dated as of May
5, 1997, as amended and supplemented from time to time (the "Master Sale
Agreement") (the "Irrevocable Payment Instructions").
(c) As promptly as possible after the first Business Day (as defined in the
Prospectus) following the twentieth day of each month, the Trust shall pay to
the Distributor the Distributor's Allocable Portion of the Distribution Fee, any
CDSCs and any Service Fees that may be due in respect of each Fund.
(d) The Distributor's Allocable Portion of the Distribution Fee paid by the
Trust in respect of Shares of a Fund shall mean the portion of the Asset Based
Sales Charge allocable to Distributor Shares of such Fund (as defined in
Schedule I to this Agreement) in accordance with Schedule I hereto. The Trust
agrees to cause its transfer agent to maintain the records and arrange for the
payments on behalf of the trust in respect of each Fund at the times and in the
amounts and to the accounts required by Schedule I hereto, as the same may be
amended from time to time. It is acknowledged and agreed that by virtue of the
operation of Schedule I hereto the Distributor's Allocable Portion of the
Distribution Fee paid by the Trust in respect of Shares of each Fund, may, to
the extent provided in Schedule I hereto, take into account the Distribution Fee
payable by such Fund in respect of other existing and future classes and/or
sub-classes of shares of such Fund which would be treated as "Shares: under
Schedule I hereto. The trust will limit amounts paid to any subsequent principal
underwriters of Shares of a Fund to the portion of the Asset Based Sales Charge
paid in respect of Shares attributable to such Shares which are Post-Distributor
Shares (as defined in Schedule I hereto) in accordance with Schedule I hereto.
The Trust shall cause the transfer agent and sub-transfer agents for each
Fund to withhold from redemption proceeds payable to holders of Shares of such
Fund on redemption thereof the CDSCs payable upon redemption thereof as set
forth in the then current Prospectus and/or Statement of Additional Information
of such Fund and to pay to the Distributor the Distributor's Allocable Portion
of such CDSCs paid in respect of Class B Shares of such Fund which shall be
equal to the portion thereof allocable to Distributor Shares of such Fund (as
defined in Schedule I hereto) in accordance with Schedule I hereto.
(e) The Distributor shall be considered to have completely earned the right
to the payment of its Allocable Portion of the Distribution Fee and the right to
payment over to it of its Allocable Portion of the CDSC in respect of Shares of
a Fund as provided for hereby upon the completion of the sales of each
Commission Share of such Fund (as defined in Schedule I hereto) taken into
account as a Distributor Share in computing the Distributor's Allocable Portion
in accordance with Schedule I hereto.
(f) Except as provided in Section 7(g) below in respect of the Distribution
Fee only, the Trust's obligation to pay the Distributor the Distribution Fee in
respect of a Fund and to pay over to the Distributor CDSCs provided for hereby
shall be absolute and unconditional and shall not be subject to dispute, offset,
counterclaim or any defense whatsoever (it being understood that nothing in this
sentence shall be deemed a waiver by the trust of its right separately to pursue
any claims it may have against the Distributor with respect to a Fund and
enforce such claims against any assets (other than the Distributor's right to
its Allocable Portion of the Distribution Fee and CDSCs (the "Collection
Rights")) of the Distributor.
(g) Notwithstanding anything in this Agreement to the contrary, the Trust
in respect of each Fund shall pay to the Distributor its Allocable Portion of
the Distribution Fee provided for hereby notwithstanding its termination as
Distributor for the Shares of such Fund or any termination of this Agreement and
such payment of such Distribution fee, and that obligation and the method of
computing such payment, shall not be changed or terminated except to the extent
required by any change in applicable law, including, without limitation, the
1940 Act, the Rules promulgated thereunder by the Securities and Exchange
Commission and the Business Conduct Ruled, in each case enacted or promulgated
after May 1, 1997, or in connection with a Complete Termination (as hereinafter
defined). For the purposes of this Section 7, "Complete Termination" means in
respect of a Fund a termination of such Fund's Rule 12b-1 plan for Class B
Shares involving the cessation of payments of the Distribution Fee, and the
cessation of payments of Distribution Fee pursuant to every other Rule 12b-1
plan of such Fund for every existing or future B-Class-of-Shares (as hereinafter
defined) and the Fund's discontinuance of the offering of every existing or
future B-Class-of-Shares, which conditions shall be deemed satisfied when they
are first complied with hereafter and so long thereafter as they are complied
with prior to the date upon which all of the Shares which are Distributor Shares
pursuant to Schedule I hereto shall have been redeemed or converted. For
purposes of this Section 7, the term B-Class-of-Shares means the Shares of each
Fund and each other class of shares of such Fund hereafter issued which would be
treated as Shares under Schedule I hereto or which has substantially similar
economic characteristics to the B Class of Shares taking into account the total
sales charge, CDSC or other similar charges borne directly or indirectly by the
holder of the shares of such class. The parties agree that the existing C Class
of Shares of any Fund does not have substantially similar economic
characteristics to the B-Class-of-Shares taking into account the total sales
charges, CDSCs or other similar charges borne directly or indirectly by the
holder of such shares. For purposes of clarity the parties to the Agreement
hereby state that they intend that a new installment load class of shares which
may be authorized by amendment to Rule 6(c)-10 under the 1940 Act will be
considered to be a B-class-of-Shares if it has economic characteristics
substantially similar to the economic characteristics of the existing Class B
Shares taking into account the total sale charge, CDCSs or other similar charges
borne directly or indirectly by the holder of such charges and will not be
considered to be a B-Class-of-Shares if it has economic characteristics
substantially similar to the economic characteristics of the existing Class C
shares of the Fund taking into account the total sales charge, CDSCs or other
similar charges home directly or indirectly by the holder of such shares.
(h) The Distributor may assign, sell or otherwise transfer any part of its
Allocable Portions of the Distribution Fees and CDSCs and obligations of the
Trust with respect to a Fund related thereto (but not the Distributor's
obligations to the Trust with respect to such Fund provided for in this
Agreement) to any person (an "assignee") and any such assignment shall be
effective upon written notice to the Trust by the Distributor. In connection
therewith the Trust shall pay all or any amounts in respect of its Allocable
Portions directly to the Assignee thereof as directed in a writing by the
Distributor in the Irrevocable Payment Instructions, as the same may be amended
from time to time with the consent of the Trust, and the trust shall be without
liability to any person of it pays such amounts when and as so directed, except
for underpayments of amounts actually due without any amount payable as
consequential or other damages due to such underpayment and without interest
except to the extent that delay in payment of Distribution Fee and CDSCs results
in an increase in the maximum amount allowable under the NASD Business Conduct
Rules, which increases daily at a rate of prime plus one percent per annum.
Each Fund will not, to the extent it may otherwise be empowered to do so,
change or waive any CDSC with respect to Class B Shares, except as provided in
the Fund's Prospectus or Statement of Additional Information without the
Distributor's or Assignee's consent, as applicable. Notwithstanding anything to
the contrary in this Agreement or any termination of this Agreement or the
Distributor as principal underwriter for the Shares of the Funds, the
Distributor shall be entitled to be paid its Allocable Portion of the CDSCs
whether or not a Fund's Rule 12b- 1 plan for B Shares is terminated and whether
or not any such termination is a Complete Termination, as defined above.
(i) Under this Agreement, the Distributor shall: (i) make payments to
securities dealers and others engaged in the sale of Shares; (ii) make payments
of principal and interest in connection with the financing of commission
payments made by the Distributor in connection with the sale of Shares (iii)
incur the expense of obtaining such support services, telephone facilities and
shareholder services as may reasonably be required in connection with its duties
hereunder; (iv) formulate and implement marketing and promotional activities,
including, but not limited to, direct mail promotions and television, radio,
newspaper, magazine and other mass media advertising; (v) prepare, print and
distribute sales literature; (vi) prepare, print and distribute Prospectuses of
the Funds and reports for recipients other than existing shareholders of the
Funds; and (vii) provide to the Trust such information, analyses and opinions
with respect to marketing and promotional activities as the Trust may, from time
to time, reasonably request.
(j) The Distributor shall prepare and deliver reports to the Treasurer of
the Trust on a regular, at least monthly, basis, showing the distribution
expenditures incurred by the Distributor in connection with its services
rendered pursuant to this Agreement and the Plan and the purposes therefor, as
well as any supplemental reports as the Trustees, from time to time, may
reasonably request.
(k) The Distributor may retain the difference between the current offering
price of Shares, as set forth in the current prospectus for each Fund, and net
asset value, less any reallowance that is payable in accordance with the sales
charge schedule in effect at any given time with respect to the Shares.
(l) The Distributor may retain any CDSCs payable with respect to the
redemption of any Shares, provided however, that any CDSCs received by the
Distributor shall first be applied by the Distributor or its Assignee to any
outstanding amounts payable or which may in the future be payable by the
Distributor or its Assignee under financing arrangements entered into in
connection with the payment of commissions on the sale of Shares.
8. CONFIDENTIALITY, NON-EXCLUSIVE AGENCY.
8.1. The Distributor agrees on behalf of itself and its employees to treat
confidentially and as proprietary information of the Trust all records and other
information relative to the Funds and its prior, present or potential
shareholders, and not to use such records and information for any purpose other
than performance of its responsibilities and to obtain approval in writing by
the Trust, which approval shall not be unreasonably withheld and may not be
withheld where the Distributor may be exposed to civil or criminal contempt
proceedings for failure to comply, when requested to divulge such information by
duly constituted authorities, or when so requested by the Trust.
8.2. Nothing contained in this Agreement shall prevent the Distributor, or
any affiliated person of the Distributor, from performing services similar to
those to be performed hereunder for any other person, firm, or corporation or
for its or their own accounts or for the accounts of others.
9. TERM.
9.1. This Agreement shall continue for two years from the date of
commencement of operations and thereafter for successive annual periods,
provided such continuance is specifically approved at least annually by (i) a
vote of the majority of the Trustees of the Trust and (ii) a vote of the
majority of those Trustees of the Trust who are not interested persons of the
Trust and who have no direct or indirect financial interest in the operation of
the Plan, in this Agreement or any agreement related to the Plan (the
"Independent Trustees") by vote cast in person at a meeting called for the
purpose of voting on such approval. This Agreement is terminable at any time,
with respect to the Trust, without penalty, (a) on not less than 60 days'
written notice by vote of a majority of the Independent Trustees, or by vote of
the holders of a majority of the outstanding voting securities of the Trust, or
(b) upon not less than 60 days' written notice by the Distributor. This
Agreement may remain in effect with respect to a Fund even if it has been
terminated in accordance with this paragraph with respect to one or more other
Funds of the Trust. This Agreement will also terminate automatically in the
event of its assignment. (As used in this Agreement, the terms "majority of the
outstanding voting securities," "interested persons," and "assignment" shall
have the same meaning as such terms have in the 1940 Act.)
10. MISCELLANEOUS.
10.1. This Agreement shall be governed by the laws of the Commonwealth of
Massachusetts. All sales hereunder are to be made, and title to the Shares shall
pass, in Boston, Massachusetts.
10.2. The captions in this Agreement are included for convenience of
reference only and in no way define or delimit any of the provisions hereof or
otherwise affect their constructions or effect.
10.3 The obligations of the Trust hereunder are not personally binding
upon, nor shall resort be had to the private property of, any of the Trustees,
shareholders, officers, employees or agents of the Trust and only the Trust's
property shall be bound.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed by their officers designated below.
EVERGREEN SELECT EQUITY TRUST
By: __________________________________
EVERGREEN DISTRIBUTOR, INC.
By: ________________________________
<PAGE>
Date: August 30, 1999
EXHIBIT A
EVERGREEN SELECT EQUITY TRUST
Select Equity Index Fund
Select Special Equity Fund
FORM OF DISTRIBUTION PLAN OF CLASS A SHARES
THE EVERGREEN SELECT EQUITY TRUST
SECTION 1. The Evergreen Select Equity Trust (the "Trust") individually
and/or on behalf of its series (each a "Fund") referred to in Exhibit A to this
Rule 12b-1 Plan of Distribution (the "Plan") may act as the distributor of
securities which are issued in respect of the Fund's Class A shares ("Shares"),
pursuant to Rule 12b-1 under the Investment Company Act of 1940 (the "1940 Act")
according to the terms of this Plan.
SECTION 2. The Trust on behalf of each Fund may expend daily amounts at
an annual rate of 0.75% of the average daily net asset value of Class A shares
("Shares") of the Fund. Such amounts may be expended to finance activity which
is principally intended to result in the sale of Shares including, without
limitation, expenditures consisting of payments to a principal underwriter of
the Fund ("Principal Underwriter") or others in order (i) to make payments to
the Principal Underwriter or others of sales commissions, other fees or other
compensation for services provided or to be provided, to enable payments to be
made by the Principal Underwriter or others for any activity primarily intended
to result in the sale of Shares, to pay interest expenses associated with
payments in connection with the sale of Shares and to pay any expenses of
financing permitted by this clause (i); (ii) to enable the Principal Underwriter
or others to receive, pay or to have paid to others who have sold Shares, or who
provide services to holders of Shares, a service fee, maintenance or other fee
in respect of such services, at such intervals as the Principal Underwriter or
such others may determine, in respect of Shares previously sold and remaining
outstanding during the period in respect of which such fee is or has been paid;
and/or (iii) to compensate the Principal Underwriter or others for efforts
(including without limitation any financing of payments under (i) and (ii) for
the sale of shares) in respect of sales of Shares since inception of the Plan or
any predecessor plan. Appropriate adjustments shall be made to the payments made
pursuant to this Section 2 to the extent necessary to ensure that no payment is
made by the Trust on behalf of any Fund with respect to the Class in excess of
the applicable limit imposed on asset based, front end and deferred sales
charges under subsection (d) of Rule 2830 of the Business Conduct Rules of the
National Association of Securities Dealers Regulation, Inc. (The "NASDR"). In
addition, to the extent any amounts paid hereunder fall within the definition of
an "asset based sales charge" under said NASDR Rule such payments shall be
limited to 0.75 of 1% of the aggregate net asset value of the Shares on an
annual basis and, to the extent that any such payments are made in respect of
"shareholder services" as that term is defined in the NASDR Rule, such payments
shall be limited to .25 of 1% of the aggregate net asset value of the Shares on
an annual basis and shall only be made in respect of shareholder services
rendered during the period in which such amounts are accrued.
SECTION 3. This Plan shall not take effect until it has been approved
together with any related agreements by votes of a majority of both (a) the
Board of Trustees of the Trust and (b) those Trustees of the Trust who are not
"interested persons" of the Trust (as defined in the 1940 Act) and who have no
direct or indirect financial interest in the operation of this Plan or any
agreements of the Fund or any other person related to this Plan ("Rule 12b-1
Trustees"), cast in person at a meeting called for the purpose of voting on this
Plan or such agreements.
SECTION 4. Unless sooner terminated pursuant to Section 6, this Plan
shall continue in effect for a period of one year from the date it takes effect
and thereafter shall continue in effect so long as such continuance is
specifically approved at least annually in the manner provided for approval of
this Plan in Section 3.
SECTION 5. Any person authorized to direct the disposition of monies
paid or payable by the Trust on behalf of each Fund pursuant to this Plan or any
related agreement shall provide to the Trust's Board of Trustees and the Board
shall review at least quarterly a written report of the amounts so expended and
the purposes for which such expenditures were made.
SECTION 6. This Plan may be terminated at any time with respect to any
Fund by vote of a majority of the Rule 12b-1 Trustees or by vote of a majority
of such Fund's outstanding Shares.
SECTION 7. Any agreement of the Fund related to this Plan shall be in
writing and shall provide:
(a) that such agreement may be terminated at any time, without
payment of any penalty, by vote of a majority of the Rule
12b-1 Trustees or by a vote of a majority of such Fund's
outstanding Shares on not more than sixty days written notice
to any other party to the agreement; and
(b) that such agreement shall terminate automatically in the event
of its assignment.
SECTION 8. This Plan may not be amended to increase materially the
amount of distribution expenses provided for in Section 2 hereof unless such
amendment is approved by a vote of at least a majority (as defined in the 1940
Act) of each Fund's outstanding Shares, and no material amendment to this Plan
shall be made unless approved in the manner provided for in Section 3 hereof.
Effective Date: August 30, 1999
<PAGE>
Date: August 30, 1999
EXHIBIT A
EVERGREEN SELECT EQUITY TRUST
Evergreen Select Equity Index Fund
Evergreen Select Special Equity Fund
FORM OF DISTRIBUTION PLAN OF CLASS B SHARES
EVERGREEN SELECT EQUITY TRUST
Section 1. The Evergreen Select Equity Trust (the "Trust"), individually
and/or on behalf of its series (each a "Fund") referred to in Exhibit A to this
12b-1 Distribution Plan (the "Plan") may act as the distributor of certain
securities of which it is the issuer, pursuant to Rule 12b-1 under the
Investment Company Act of 1940 (the "1940 Act") according to the terms of this
Plan.
Section 2. The Trust on behalf of each Fund may expend daily amounts at an
annual rate of 1.00% of the average daily net asset value of its Class B shares
("Shares") to finance any activity which is principally intended to result in
the sale of Shares including, without limitation, expenditures consisting of
payments to a principal underwriter of the Fund ("Principal Underwriter") or
others in order: (i) to enable payments to be made by the Principal Underwriter
or others for any activity primarily intended to result in the sale of Shares,
including, without limitation, (a) compensation to public relations consultants
or other persons assisting in, or providing services in connection with, the
distribution of Shares, (b) advertising, (c) printing and mailing of
prospectuses and reports for distribution to persons other than existing
shareholders, (d) preparation and distribution of advertising material and sales
literature, (e) commission payments, and principal and interest expenses
associated with the financing of commission payments, made by the Principal
Underwriter in connection with the sale of Shares and (f) conducting public
relations efforts such as seminars; (ii) to enable the Principal Underwriter or
others to receive, pay or to have paid to others who have sold Shares, or who
provide services to holders of Shares, a maintenance or other fee in respect of
services provided to holders of Shares, at such intervals as the Principal
Underwriter or such others may determine, in respect of Shares previously sold
and remaining outstanding during the period in respect of which such fee is or
has been paid; and/or (iii) to compensate the Principal Underwriter or such
others for their efforts in respect of sales of Shares since inception of the
Plan or any predecessor plan. Appropriate adjustments shall be made to the
payments made pursuant to this Section 2 to the extent necessary to ensure that
no payment is made on behalf of any Fund with respect to Class B Shares in
excess of any limit imposed on asset based, front end and deferred sales charges
under any rule or regulations adopted by the National Association of Securities
Dealers, Inc. (the "NASD Rules"). In addition, to the extent any amounts paid
hereunder fall within the definition of an "asset based sales charge" under said
NASD Rules such payments shall be limited to .75 of 1% of the aggregate net
asset value of the Shares on an annual basis and, to the extent that any such
payments are made in respect of "shareholder services" as that term is defined
in the NASD Rules, such payments shall be limited to .25 of 1% of the aggregate
net asset value of the Shares on
-1-
<PAGE>
an annual basis and shall only be made in respect of shareholder services
rendered during the period in which such amounts are accrued.
Section 3. This Plan shall not take effect with respect to any Fund until it has
been approved by votes of a majority of (a) the Trustees of the Trust, and (b)
those Trustees of the Trust who are not "interested persons" (as defined in the
1940 Act) and who have no direct or indirect financial interest in the operation
of this Plan or any agreements of the Trust related hereto or any other person
related to this Plan ("Disinterested Trustees"), cast in person at a meeting
called for the purpose of voting on this Plan. In addition, any agreement
related to this Plan and entered into by the Trust on behalf of the Fund in
connection therewith shall not take effect until it has been approved by votes
of a majority of (a) the Board of Trustees of the Trust, and (c) the
Disinterested Trustees of the Trust.
Section 4. Unless sooner terminated pursuant to Section 6, this Plan shall
continue in effect for a period of one year from the date it takes effect and
thereafter shall continue in effect for additional periods that shall not exceed
one year so long as such continuance is specifically approved by votes of a
majority of both (a) the Board of Trustees of the Trust and (b) the
Disinterested Trustees of the Trust, cast in person at a meeting called for the
purpose of voting on this Plan, provided that payments for services theretofore
provided or for reimbursement of expenses theretofore incurred or accrued prior
to termination of this Plan in accordance with Section 2 may be continued by the
Fund to the extent provided for in Section 6, below, as applicable.
Section 5. Any person authorized to direct the disposition of monies paid
or payable pursuant to this Plan or any related agreement shall provide to the
Trust's Board and the Board shall review at least quarterly a written report of
the amounts so expended and the purposes for which such expenditures were made.
Section 6. Payments with respect to services provided by the Principal
Underwriter or others pursuant to Section 2, above, shall be authorized
hereunder, whether or not this Plan has been otherwise terminated, if such
payments are for services theretofore provided or for reimbursement of expenses
theretofore incurred or accrued prior to termination of this Plan in other
respects and if such payment is or has been so approved by the Board, including
the Disinterested Trustees, or agreed to on behalf of the Fund with such
approval, all subject to such specific implementation as the Board, including
the Disinterested Trustees, may approve; provided that, at the time any such
payment is made, whether or not this Plan has been otherwise terminated, the
making of such payment will not cause the limitation upon such payments set
forth in Section 2 to be exceeded. Without limiting the generality of the
foregoing, the Trust on behalf of any Fund may pay to, or on the order of, any
person who has
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<PAGE>
served from time to time as Principal Underwriter amounts for distribution
services pursuant to a principal underwriting agreement or otherwise. Any such
principal underwriting agreement may, but need not, provide that such Principal
Underwriter may be paid for distribution services to Class B Shares and/or other
specified classes of shares of any Fund (together the "B-Class-of-Shares"), a
fee which may be designated a Distribution Fee and may be paid at a rate per
annum up to .75 % of the average daily net asset value of such B-Class-of-Shares
of the Fund and may, but need not, also provide: (i) that a Principal
Underwriter will be deemed to have fully earned its "Allocable Portion" of the
Distribution Fee upon the sale of the Commission Shares (as defined in the
Allocation Schedule) taken into account in determining its Allocable Portion;
(ii) that the Fund's obligation to pay such Principal Underwriter its Allocable
Portion of the Distribution Fee shall be absolute and unconditional and shall
not be subject to dispute, offset, counterclaim or any defense whatsoever (it
being understood that such provision is not a waiver of the Fund's right to
pursue such Principal Underwriter and enforce such claims against the assets of
such Principal Underwriter other than its right to its Allocable Portion of the
Distribution Fee and CDSCs (as defined below); (iii) that the Fund's obligation
to pay such Principal Underwriter its Allocable Portion of the Distribution Fee
shall not be changed or terminated except to the extent required by any change
in applicable law, including without limitation, the 1940 Act, the Rules
promulgated thereunder by the Securities and Exchange Commission and the
Business Conduct Rules of the National Association of Securities Dealers, Inc.,
in each case enacted or promulgated after May 5, 1997, or in connection with a
"Complete Termination" (as hereinafter defined); (iv) that the Trust on behalf
of any Fund will not waive or change any contingent deferred sales charge
("CDSC") in respect of the Distributor's Allocable Portion thereof, except as
provided in the Fund's prospectus or statement of additional information without
the consent of the Principal Underwriter or any assignee of such Principal
Underwriter's rights to its Allocable Portion; (v) that the termination of the
Principal Underwriter, the principal underwriting agreement or this Plan will
not terminate such Principal Underwriter's rights to its Allocable Portion of
the CDSCs; and (vi) that any Principal Underwriter may assign its rights to its
Allocable Portion of the Distribution Fee and CDSCs (but not such Principal
Underwriter's obligations to the Fund under its principal underwriting
agreement) to raise funds to make expenditures described in Section 2 above and
in connection therewith, and upon receipt of notice of such assignment, the
Trust on behalf of any Fund shall pay to the assignee such portion of the
Principal Underwriter's Allocable Portion of the Distribution Fee and CDSCs so
assigned. For purposes of such principal underwriting agreement, the term
Allocable Portion of Distribution Fee as applied to any Principal Underwriter
may mean the portion of the Distribution Fee allocable to Distributor Shares in
accordance with the "Allocation Schedule" attached to such Principal
Underwriter's principal underwriting agreement. For purposes of such principal
underwriting agreement, the term Allocable Portion of CDSCs as applied to any
Principal Underwriter may mean the portion of the CDSCs
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<PAGE>
allocable to Distributor Shares in accordance with the Allocation Schedule
attached to such Principal Underwriter's principal underwriting agreement. For
purposes of such principal underwriting agreement, the term "Complete
Termination" may mean a termination of this Plan involving the cessation of
payments of the Distribution Fee thereunder, the cessation of payments of
distribution fees pursuant to every other Rule 12b-1 plan of the Fund for every
existing or future B-Class-of-Shares and the cessation of the offering by the
Fund of existing or future B-Class-of-Shares, which conditions shall be deemed
to be satisfied when they are first complied with and so long thereafter as they
are complied with prior to the earlier of (i) the date upon which all of the B
Shares which are Distributor Shares pursuant to the Allocation Schedule shall
have been redeemed or converted or (ii) a specified date, after either of which
times such conditions need no longer be complied with. For purposes of such
principal underwriting agreement, the term "B-Class-of-Shares" may mean the B
Class of Shares of the Fund and each other class of shares of the Fund hereafter
issued which would be treated as "Shares" under such Allocation Schedule or
which has economic characteristics substantially similar to those of the B Class
of Shares taking into account the total sales charge, CDSC or other similar
charges borne directly or indirectly by the holder of the shares of such
classes.
The parties may agree that the existing C Class of Shares of the Fund does
not have substantially similar economic characteristics to the B Classes of
Shares taking into account the total sales charge, CDSC or other similar charges
borne directly or indirectly by the holder of such shares. For purposes of
clarity the parties to such principal underwriting agreement may state that they
intend that a new installment load class of shares which may be authorized by
amendments to Rule 6(c)-10 under the 1940 Act will not be considered to be a
B-Class-of-Shares if it has economic characteristics substantially similar to
the economic characteristics of the existing C Class of Shares taking into
account the total sales charge, CDSC or other similar charges borne directly or
indirectly by the holder of such shares and will not be considered to be a
B-Class-of-Shares if it has economic characteristics substantially similar to
the economic characteristics of the existing C Class of shares of the Fund
taking into account the total sales charge, CDSC or other similar charges borne
directly or indirectly by the holder of such shares. For purposes of such
principal underwriting agreement, "Allocation Schedule" may mean a schedule
which shall be approved by Trustees (as defined below) in connection with their
required approval of such principal underwriting agreement as assigning to each
Principal Underwriter of Shares the portion of the total Distribution Fee
payable by the Trust on behalf of each Fund under such principal underwriting
agreement which has been earned by such Principal Underwriter to the extent
necessary so that the continued payments thereof if such Principal Underwriter
ceases
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<PAGE>
to serve in that capacity does not penalize the Fund by requiring the Trust on
behalf of such Fund to pay for services that have not been earned.
Section 7. This Plan may be terminated at any time with respect to any Fund
by vote of a majority of the Disinterested Trustees, or by vote of a majority of
the Shares of such Fund, provided that payments for services theretofore
provided or for reimbursement of expenses theretofore incurred or accrued prior
to termination of this Plan in accordance with Section 2 may be continued by the
Fund to the extent provided for in Section 6, above, as applicable.
Section 8. Any agreement of the Trust, with respect to any Fund, related to
this Plan shall be in writing and shall provide:
A. That such agreement may be terminated with respect to any Fund at any
time without payment of any penalty, by vote of a majority of the Disinterested
Trustees or by a vote of a majority of the outstanding Shares of such Fund on
not more than sixty days written notice to any other party to the agreement; and
B. That such agreement shall terminate automatically in the event of its
assignment.
Section 9. This Plan may not be amended to increase materially the amount
of distribution expenses provided for in Section 2 with respect to a Fund unless
such amendment is approved by a vote of at least a majority (as defined in the
1940 Act) of the outstanding Shares of such Fund, and no material amendment to
this Plan shall be made unless approved by votes of a majority of (a) the Board
of Trustees of the Trust, and (c) the Disinterested Trustees of the Trust, cast
in person at a meeting called for the purpose of voting on such amendment.
Effective Date: August 30, 1999
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<PAGE>
Date: August 30, 1999
EXHIBIT A
EVERGREEN SELECT EQUITY TRUST
Evergreen Select Equity Index Fund
Evergreen Select Special Equity Fund
FORM OF DISTRIBUTION PLAN OF CLASS C SHARES
EVERGREEN SELECT EQUITY TRUST
SECTION 1. The Evergreen Select Equity Trust (the ATrust@) individually
and/or on behalf of its series (the AFund@) referred to in Exhibit A to this
Rule 12b-1 Plan of Distribution (the APlan@) may act as the distributor of
securities which are issued in respect of the Fund's Class C shares (AShares@),
pursuant to Rule 12b-1 under the Investment Company Act of 1940 (the A1940 Act@)
according to the terms of this Plan.
SECTION 2. The Trust on behalf of each Fund may expend daily amounts at
an annual rate of 1.00% of the average daily net asset value of the Shares. Such
amounts may be expended to finance activity which is principally intended to
result in the sale of Shares including, without limitation, expenditures
consisting of payments to a principal underwriter of the Fund (APrincipal
Underwriter@) or others in order (i) to make payments to the Principal
Underwriter or others of sales commissions, other fees or other compensation for
services provided or to be provided, to enable payments to be made by the
Principal Underwriter or others for any activity primarily intended to result in
the sale of Shares, to pay interest expenses associated with payments in
connection with the sale of Shares and to pay any expenses of financing
permitted by this clause (i); (ii) to enable the Principal Underwriter or others
to receive, pay or to have paid to others who have sold Shares, or who provide
services to holders of Shares, a service fee, maintenance or other fee in
respect of such services, at such intervals as the Principal Underwriter or such
others may determine, in respect of Shares previously sold and remaining
outstanding during the period in respect of which such fee is or has been paid;
and/or (iii) to compensate the Principal Underwriter or others for efforts
(including without limitation any financing of payments under (i) and (ii) for
the sale of shares) in respect of sales of Shares since inception of the Plan or
any predecessor plan. Appropriate adjustments shall be made to the payments made
pursuant to this Section 2 to the extent necessary to ensure that no payment is
made by the Trust on behalf of any Fund with respect to the Class in excess of
the applicable limit imposed on asset based, front end and deferred sales
charges under subsection (d) of Rule 2830 of the Business Conduct Rules of the
National Association of Securities Dealers Regulation, Inc. (The ANASDR@). In
addition, to the extent any amounts paid hereunder fall within the definition of
an Aasset based sales charge@ under said NASDR Rule, such payments shall be
limited to 0.75 of 1% of the aggregate net asset value of the Shares on an
annual basis and, to the extent that any such payments are made in respect of
Ashareholder services@ as that term is defined in the NASDR Rule, such payments
shall be limited to .25 of 1% of the aggregate net asset value of the Shares on
an annual basis and shall only be made in respect of shareholder services
rendered during the period in which such amounts are accrued.
<PAGE>
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SECTION 3. This Plan shall not take effect until it has been approved
together with any related agreements by votes of a majority of both (a) the
Board of Trustees of the Trust and (b) those Trustees of the Trust who are not
Ainterested persons@ of the Trust (as said term is defined in the 1940 Act) and
who have no direct or indirect financial interest in the operation of this Plan
or any agreements of the Fund or any other person related to this Plan (the
ARule 12b-1 Trustees@), cast in person at a meeting called for the purpose of
voting on this Plan or such agreements.
SECTION 4. Unless sooner terminated pursuant to Section 6 hereof, this
Plan shall continue in effect for a period of one year from the date it takes
effect and thereafter shall continue in effect so long as such continuance is
specifically approved at least annually in the manner provided for approval of
this Plan in Section 3 hereof.
SECTION 5. Any person authorized to direct the disposition of monies
paid or payable by the Trust on behalf of each Fund pursuant to this Plan or any
related agreement shall provide to the Trust=s Board of Trustees and the Board
shall review at least quarterly a written report of the amounts so expended and
the purposes for which such expenditures were made.
SECTION 6. This Plan may be terminated with respect to any Fund at any
time by vote of a majority of the Rule 12b-1 Trustees or by vote of a majority
of such Fund=s outstanding Shares.
SECTION 7. Any agreement of the Fund related to this Plan shall be in
writing, and shall provide as follows:
(a) that such agreement may be terminated at any time, without
payment of any penalty, by vote of a majority of the Rule
12b-1 Trustees or by a vote of a majority of such Fund=s
outstanding Shares on not more than sixty days written notice
to any other party to the agreement; and
(b) that such agreement shall terminate automatically in the event of
its assignment.
SECTION 8. This Plan may not be amended to increase materially the
amount of distribution expenses provided for in Section 2 hereof unless such
amendment is approved by a vote of at least a majority (as defined in the 1940
Act) of each Fund=s outstanding Shares, and no material amendment to this Plan
shall be made unless approved in the manner provided for in Section 3 hereof.
Effective Date: August 30, 1999
<PAGE>
Date: August 30, 1999
EXHIBIT A
EVERGREEN SELECT EQUITY TRUST
Select Equity Index Fund
Select Special Equity Fund
