SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A)
OF THE SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the Appropriate Box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only
(as permitted by Rule 14a-6(e)(2)) [ ]
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
Evergreen Select Equity Trust
(Name of Registrant as Specified in Its Charter)
Evergreen Select Equity Trust
-----------------------------
(Name of Person Filing Proxy Statement, if Other Than the Registrant)
Payment of filing fee (check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (set forth the
amount on which the filing fee is calculated and state how it
was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] Fee paid previously with preliminary material
[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
-------------------------
(2) Form, Schedule or Registration Statement No.:
---
(3) Filing Party:
-----------------------------------
(4) Date Filed:
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<PAGE>
EVERGREEN SELECT SECULAR GROWTH FUND
200 Berkeley Street
Boston, Massachusetts 02116
October 6, 2000
Dear Shareholder:
I am writing to shareholders of Evergreen Select Secular Growth Fund
(the "Fund"), a series of Evergreen Select Equity Trust (the "Trust") to let you
know about a Special Meeting of Shareholders to be held on October 31, 2000.
Before that meeting, I would like your vote on two important proposals described
in the accompanying Notice of Special Meeting of Shareholders and Proxy
Statement.
The first proposal would authorize First Union National Bank, the
Fund's investment adviser (the "Adviser"), to enter into a sub-advisory
agreement (the "Sub-Advisory Agreement") with ForeFront Capital Advisors, LLC
(the "Sub-Adviser"). Under the Sub-Advisory Agreement, the Sub-Adviser would
become responsible for the day-to-day management of the Fund, subject to the
overall supervision of the Adviser and the Board of Trustees of the Trust.
The second proposal requests shareholder approval of a proposal to
change the operation of the Fund to permit the Adviser, with the approval of the
Board of Trustees of the Trust, to hire or replace a sub-adviser for the Fund
without a shareholder vote. This change could benefit shareholders by reducing
the Fund's expenses, permitting faster changes in sub-advisers when warranted,
and improving operating efficiencies.
The Board of Trustees of the Trust has unanimously approved each of the
proposals and recommends that you vote FOR each proposal.
I realize that this Proxy Statement will take time to review, but your
vote is very important. Please take the time to familiarize yourself with the
Proposals and to sign and return your proxy card in the enclosed postage-paid
envelope today. Instructions on how to complete the proxy card are included
immediately after the Notice of Special Meeting.
If you have any questions about the proxy, please call Evergreen
Shareholder Services at 800-252-0064.
Thank you for taking this matter seriously and participating in this
important process.
Sincerely,
William M. Ennis
President
Evergreen Funds
<PAGE>
EVERGREEN SELECT SECULAR GROWTH FUND
200 Berkeley Street
Boston, Massachusetts 02116
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON OCTOBER 31, 2000
NOTICE IS HEREBY GIVEN THAT a Special Meeting of the Shareholders of
Evergreen Select Secular Growth Fund (the "Fund"), a series of Evergreen Select
Equity Trust, a Delaware business trust, will be held at the offices of the
Evergreen Funds, 200 Berkeley Street, Boston, Massachusetts 02116 on October 31,
2000 at 10:00 a.m. Eastern Time and any adjournments thereof (collectively, the
"Special Meeting") for the following purposes:
1. To approve or disapprove a new investment sub-advisory agreement between
First Union National Bank and ForeFront Capital Advisors, LLC.
2. To approve or disapprove a proposal to permit the Fund's investment adviser,
First Union National Bank, to hire and replace sub-advisers or to modify
investment sub-advisory agreements without shareholder approval.
3. To transact such other business as may properly come before the Special
Meeting or any adjournment thereof.
The Board of Trustees has fixed the close of business on August 31, 2000 as the
record date for determination of shareholders entitled to notice of and to vote
at the Special Meeting.
IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. SHAREHOLDERS WHO DO NOT
EXPECT TO ATTEND THE SPECIAL MEETING ARE URGED WITHOUT DELAY TO COMPLETE, SIGN,
DATE AND RETURN THE ACCOMPANYING PROXY CARD IN THE ENCLOSED ENVELOPE, WHICH
NEEDS NO POSTAGE IF MAILED IN THE UNITED STATES. INSTRUCTIONS FOR THE PROPER
EXECUTION OF THE PROXY CARD ARE SET FORTH IMMEDIATELY FOLLOWING THIS NOTICE.
By order of the Board of Trustees
Michael H. Koonce
Secretary
October 6, 2000
<PAGE>
INSTRUCTIONS FOR SIGNING PROXY CARDS
The following general rules for signing proxy cards may be of
assistance to you and may help to avoid the time and expense involved in
validating your vote if you fail to sign your proxy card properly.
1. Individual Accounts: Sign your name exactly as it appears in the registration
on the proxy card.
2. Joint Accounts: Either party may sign, but the name of the party signing
should conform exactly to the name shown in the registration on the proxy card.
3. All Other Accounts: The capacity of the individual signing the proxy card
should be indicated unless it is reflected in the form of registration. For
example:
Registration Valid Signature
Corporate Accounts
(1) ABC Corp. . . . . . . . . . . . . . . . . . . . . . ABC Corp.
(2) ABC Corp. . . . . . . . . . . . . . . . . John Doe, Treasurer
(3) ABC Corp.
c/o John Doe, Treasurer . . . . . . . . . . . . . . .John Doe
(4) ABC Corp. Profit Sharing Plan . . . . . . . John Doe, Trustee
Trust Accounts
(1) ABC Trust . . . . . . . . . . . . . . . .Jane B. Doe, Trustee
(2) Jane B. Doe, Trustee
u/t/d 12/28/78 . . . . . . . . . . . . . . . . . .Jane B. Doe
Custodial or Estate Accounts
(1) John B. Smith, Cust.
f/b/o John B. Smith, Jr. UGMA . . . . . . . . .John B. Smith
(2) Estate of John B. Smith . . . . John B. Smith, Jr., Executor
<PAGE>
EVERGREEN SELECT SECULAR GROWTH FUND
200 Berkeley Street
Boston, Massachusetts 02116
SPECIAL MEETING OF SHAREHOLDERS
October 31, 2000
PROXY STATEMENT
This Proxy Statement is furnished in connection with the solicitation
of proxies by the Board of Trustees of Evergreen Select Equity Trust (the
"Trust"), for use at a Special Meeting of Shareholders of Evergreen Select
Secular Growth Fund (the "Fund"), a series of the Trust, to be held at 10:00
a.m. Eastern Time on October 31, 2000 at the offices of the Evergreen Funds, 200
Berkeley Street, Boston, Massachusetts 02116, and any adjournments thereof
(collectively, the "Special Meeting"). A notice of the Special Meeting and a
proxy card accompany this Proxy Statement. This Proxy Statement and the
accompanying Notice of Special Meeting and proxy card are first being mailed to
shareholders on or about October 6, 2000. The costs of solicitation and the
expenses incurred in connection with preparing this Proxy Statement and its
enclosures will be paid by the Adviser. The Fund's most recent annual report is
available upon request without charge by writing or calling the Trust at
800-252-0064.
If the enclosed proxy is properly executed and returned in time to be
voted at the Special Meeting, the shares of beneficial interest ("Shares")
represented by the proxy will be voted in accordance with the instructions
marked therein. Unless instructions to the contrary are marked on the proxy, it
will be voted FOR the matters listed in the accompanying Notice of Special
Meeting of Shareholders. Any shareholder who has given a proxy has the right to
revoke it at any time prior to its exercise either by attending the Special
Meeting and voting his or her Shares in person, or by submitting a letter of
revocation or a later-dated proxy to the Trust at the above address prior to the
date of the Special Meeting.
If a quorum is not present at the Special Meeting, or if a quorum is
present but sufficient votes to approve each proposal are not received, the
persons named as proxies on the enclosed proxy card may propose one or more
adjournments of the Special Meeting to permit further solicitation of proxies.
In determining whether to adjourn the Special Meeting, the following factors may
be considered: the nature of the proposals that are the subject of the Special
Meeting, the percentage of votes actually cast, the percentage of negative votes
actually cast, the nature of any further solicitation and the information to be
provided to shareholders with respect to the reasons for the solicitation. Any
adjournment will require the affirmative vote of a majority of those Shares
represented at the Special Meeting in person or by proxy. A shareholder vote may
be taken on one or more of the proposals in this Proxy Statement prior to any
such adjournment if sufficient votes have been received for approval. Under the
Trust's Agreement and Declaration of Trust dated September 18, 1997 (the
"Declaration of Trust"), a quorum of shareholders is constituted by the presence
in person or by proxy of the holders of a majority of the outstanding Shares of
the Fund entitled to vote at the Special Meeting.
The Board of Trustees has fixed the close of business on August 31,
2000 as the record date (the "Record Date") for the determination of
shareholders of the Fund entitled to notice of and to vote at the Special
Meeting. The Fund has two classes of Shares, the Institutional Shares and the
Institutional Service Shares. On the Record Date, there were 6,304,175.649
Institutional Shares and 11,463.879 Institutional Service Shares outstanding.
All shareholders of record on the Record Date will be entitled to one vote for
each dollar of net asset value held on that date.
As of August 31, 2000, the officers and the Trustees of the Trust as a
group beneficially owned less than 1% of the Shares of the Fund. To the Trust's
knowledge, the following persons owned beneficially or of record more than 5% of
each class of the Fund's outstanding Shares as of the Record Date:
<TABLE>
<CAPTION>
------------------- ---------------------------------------------------------------- ------------------------ --------------------
Class Name and Address Number of Shares Percentage of Class
<S> <C> <C> <C>
------------------- ---------------------------------------------------------------- ------------------------ --------------------
------------------- ---------------------------------------------------------------- ------------------------ --------------------
First Union National Bank BK/EB/INT
Institutional Cash Account 5,685,182.694 90.181%
Attn: Trust Operations Fund Group
401 S. Tryon Street,. 3rd Fl
CMG 1151
Charlotte, NC 28202-1911
------------------- ---------------------------------------------------------------- ------------------------ --------------------
------------------- ---------------------------------------------------------------- ------------------------ --------------------
First Union National Bank BK/EB/INT
Institutional Reinvestment Account 556,700.786 8.831%
Attn: Trust Operations Fund Group
401 S. Tryon Street, 3rd Fl
CMG 1151
Charlotte, NC 28202-1911
------------------- ---------------------------------------------------------------- ------------------------ --------------------
------------------- ---------------------------------------------------------------- ------------------------ --------------------
Donaldson Lufkin Jenrette
InstitutionalServiceSecurities Corporation, Inc. 1,560.301 13.611%
Post Office Box 2052
Jersey City, NJ 07303-9998
------------------- ---------------------------------------------------------------- ------------------------ --------------------
------------------- ---------------------------------------------------------------- ------------------------ --------------------
Paine Webber, Inc.
InstitutionalServiceFBO Jeff Arnold 1,148.884 10.022%
Post Office Box 3321
Weehawken, NJ 07087-8154
------------------- ---------------------------------------------------------------- ------------------------ --------------------
------------------- ---------------------------------------------------------------- ------------------------ --------------------
Legg Mason Wood Walker
InstitutionalService FBO Pauline Leppo IRA 1,116.941 9.743%
Post Office Box 1476
Baltimore, MD 21203-1476
------------------- ---------------------------------------------------------------- ------------------------ --------------------
------------------- ---------------------------------------------------------------- ------------------------ --------------------
DLJ
InstitutionalService Securities Corp., Inc. 1026.133 8.951%
Post Office Box 2052
Jersey City, NJ 07303-9998
------------------- ---------------------------------------------------------------- ------------------------ --------------------
------------------- ---------------------------------------------------------------- ------------------------ --------------------
First Clearing Corp.
InstitutionalService FBO Jerry Weinberger 913.508 7.969%
201 S. College Street
Charlotte, NC 28288
------------------- ---------------------------------------------------------------- ------------------------ --------------------
------------------- ---------------------------------------------------------------- ------------------------ --------------------
First Clearing Corp.
InstitutionalService FBO Dorothy E. Parr Living 697.400 6.083%
201 S. College Street
Charlotte, NC 28288-1167
------------------- ---------------------------------------------------------------- ------------------------ --------------------
------------------- ---------------------------------------------------------------- ------------------------ --------------------
NFSC
InstitutionalServiceFBO Linda A. Kennedy 617.734 5.389%
200 Liberty Street 5th Floor
New York, NY 10281
------------------- ---------------------------------------------------------------- ------------------------ --------------------
</TABLE>
In order that your Shares may be represented at the Special Meeting,
you are requested to:
-- indicate your instructions on the enclosed proxy card;
-- date and sign the proxy card;
-- mail the proxy card promptly in the enclosed envelope, which requires no
postage if mailed in the United States; and
-- allow sufficient time for the proxy card to be received on or before 10:00
a.m. Eastern Time on October 31, 2000.
PROPOSAL 1
TO APPROVE OR DISAPPROVE A NEW INVESTMENT ADVISORY AGREEMENT
WITH FOREFRONT CAPITAL ADVISORS, LLC
SUMMARY OF PROPOSAL
The Trust has entered into an investment advisory agreement dated
September 18, 1997 and amended February 26, 1999 (the "Advisory Agreement") on
behalf of the Fund with the Adviser. Under the Advisory Agreement, and subject
to the supervision of the Trust's Board of Trustees, the Adviser furnishes to
the Fund investment advisory, management and administrative services, and office
facilities in connection with its services for managing the investment and
reinvestment of the Fund's assets. The Adviser pays for all of the expenses
incurred by it in connection with the provision of its services.
For the reasons and based on an analysis of factors described below and
upon the recommendation of the Adviser, the Trustees of the Trust have
unanimously approved the Adviser's execution of the Sub-Advisory Agreement with
ForeFront Capital Advisors, LLC ("the Sub-Adviser"). Under the Sub-Advisory
Agreement, the Sub-Adviser would become responsible for the day-to-day
investment of the Fund's assets, subject to the supervision of the Adviser and
the Board of Trustees. The Adviser would pay the Sub-Adviser's fees under the
Sub-Advisory Agreement, and there would be no change in the fees paid by the
Fund to the Adviser.
Pursuant to Section 15 of the Investment Company Act of 1940 (the "1940
Act"), the Sub-Advisory Agreement will not become effective unless it is
approved by shareholders of the Fund.
THE SUB-ADVISER
The Sub-Adviser is a newly-formed investment adviser, located at 123
South Broad Street, Philadelphia, Pennsylvania 19109. When the Sub-Adviser
commences operations (anticipated to occur on or about November 1, 2000), Mr.
Stephen M. Dalton will be the chairman and chief executive officer of the
Sub-Adviser, and Mr. Dalton will own at least 51% of the outstanding equity
interests of the Sub-Adviser. First Union National Bank will own 40% of the
equity interests. The remaining interests will be owned by other employees of
the Sub-Adviser.
Mr. Dalton has been a senior vice president of the Adviser since April
1998, and was a Managing Director and Head of Institutional Equity Services at
CoreStates Investment Advisors from April 1997 until April 1998, when CoreStates
Investment Advisors was acquired by the Adviser. Mr. Dalton began his money
management career as a securities analyst at Girard Bank from 1983 until 1984.
From 1984 until 1997 Mr. Dalton was Vice President and Senior Portfolio Manager
of Growth Portfolios at CoreStates Investment Advisors. Mr. Dalton has served as
the Fund's portfolio manager since its inception in February 1999 and also
served as the portfolio manager of the common trust fund which was the
predecessor to the Fund since its inception on December 31, 1994.
REASONS FOR THE PROPOSAL AND EVALUATION BY THE TRUSTEES
Background
At the beginning of 2000, Mr. Dalton informed the Adviser of his
intention to form a new investment advisory firm. Because of Mr. Dalton's
long-term investment performance as portfolio manager of the Fund, the Adviser
sought to have Mr. Dalton continue as portfolio manager of the Fund.
Accordingly, the Adviser agreed, subject to approval by the Trustees and Fund
shareholders, to enter into the Sub-Advisory Agreement with the Sub-Adviser,
pursuant to which the Sub-Adviser would become responsible for day-to-day
management of the Fund's investments.
In addition, the Adviser and Mr. Dalton have entered into an agreement
whereby the Adviser will acquire ownership of 40% of the equity interests of
ForeFront Capital Advisors, LLC in return for an investment of $1 million.
On June 23, 2000, the Trustees of the Trust met in person at a Board
meeting to discuss the Adviser's recommendation that the Adviser be authorized
to enter into the Sub-Advisory Agreement with the Sub-Adviser.
Evaluation by the Trustees
The Trustees requested, received and considered such information as
they deemed reasonably necessary to enable them to evaluate the Sub-Advisory
Agreement. On June 23, 2000, the Trustees, including all of the Independent
Trustees, voted to approve the Sub-Advisory Agreement and to submit the proposed
Sub-Advisory Agreement to the shareholders of the Fund.
The material factors considered by the Trustees were: the expected
nature and quality of services to be provided by the Sub-Adviser; the amount of
sub-advisory fees to be paid; the Sub-Adviser's financial strength and insurance
coverage; the investment advisory experience and reputation of the personnel of
the Sub-Adviser; and its administrative support services.
The factor that the Trustees considered most significant was that the
Fund's investments would continue to be managed by the same individual who
currently manages the Fund's investments under the Advisory Agreement, at no
increase in the fees paid by the Fund for such services. The Trustees were also
satisfied that the Sub-Adviser (1) was knowledgeable and experienced in the
operations of the relevant financial markets and in the laws that are applicable
to such operations insofar as they might affect the Fund, and (2) had the
personnel and financial resources to enable it to discharge its duties under the
Sub-Advisory Agreement adequately. After careful consideration, the Trustees
believe that the best interests of the shareholders of the Fund would be served
if the Sub-Advisory Agreement is approved.
Terms of the Sub-Advisory Agreement
The following description of the Sub-Advisory Agreement is qualified
entirely by reference to the actual Sub-Advisory Agreement, which is attached as
Exhibit A. The Sub-Advisory Agreement provides in substance (1) that the Adviser
will pay the Sub-Adviser at an annual rate of 0.12% on the first $1 billion of
average daily net assets plus 0.30% on amounts over $1 billion; (2) that it will
continue for a period of two years from its effective date and thereafter from
year to year if approved at least annually by a majority vote of the outstanding
shares of the Fund or by a majority of the Trustees and a majority of the
Independent Trustees; (3) that it may be terminated, without penalty, by the
Adviser, by the Trustees or by majority vote of the outstanding shares of the
Fund upon 60 days prior written notice; (4) that it may be terminated by the
Sub-Adviser on 90 days prior written notice to the Adviser; and (5) that it will
terminate automatically in the event of its "assignment" as such term is defined
in the 1940 Act. The Sub-Advisory Agreement also provides that the Sub-Adviser
is not liable to the Trust or to the Adviser for any act or omissions under the
Sub-Advisory Agreement, but that the Sub-Adviser is not protected against
liability arising out of its own willful misfeasance, bad faith, gross
negligence or reckless disregard in the performance of its duties.
Portfolio Transactions
Subject to the supervision and control of the Adviser and the Trustees
of the Trust, the Sub-Adviser will be responsible for decisions to buy and sell
securities for the Fund and for the placement of its portfolio business and the
negotiation of commissions, if any, paid on such transactions. Brokerage
commissions are paid on transactions in equity securities traded on a securities
exchange and on options, futures contracts and options thereon. Fixed income
securities and certain equity securities in which the Fund invests are traded in
the over-the-counter market. These securities are generally traded on a net
basis with dealers acting as principal for their own account without a stated
commission, although prices of such securities usually include a profit to the
dealer. In over-the-counter transactions, orders are placed directly with a
principal market maker unless a better price and execution can be obtained by
using a broker. In underwritten offerings, securities are usually purchased at a
fixed price which includes an amount of compensation to the underwriter
generally referred to as the underwriter's concession or discount. Certain money
market securities may be purchased directly from an issuer, in which case no
commissions or discounts are paid. U.S. government securities are generally
purchased from underwriters or dealers, although certain newly-issued U.S.
government securities may be purchased directly from the U.S. Treasury or from
the issuing agency or instrumentality. The Sub-Adviser will be responsible for
effecting the Fund's portfolio transactions and will do so in a manner deemed
fair and reasonable to the Fund and not according to any formula. The primary
consideration in all portfolio transactions will be prompt execution of orders
in an efficient manner at a favorable price. In selecting broker-dealers and
negotiating commissions, the Sub-Adviser will consider the firm's reliability,
the quality of its execution services on a continuing basis and its financial
condition. When more than one firm is believed to meet these criteria,
preference may be given to brokers that provide the Fund or the Sub-Adviser with
brokerage and research services within the meaning of Section 28(e) of the
Securities Exchange Act of 1934. The Sub-Adviser is of the opinion that, because
this material must be analyzed and reviewed, its receipt and use will not tend
to reduce expenses but may benefit the Fund by supplementing the Sub-Adviser's
research. In seeking the most favorable price and execution available, the
Sub-Adviser may, if permitted by law, consider sales of the Shares a factor in
the selection of broker-dealers.
The Sub-Adviser may effect portfolio transactions for other investment
companies and advisory accounts. Research services furnished by broker-dealers
through which the Fund effects its securities transactions may be used by the
Sub-Adviser in servicing all of its accounts; not all such services may be used
in connection with the Fund. In the opinion of the Sub-Adviser, it is not
possible to measure separately the benefits from research services to each of
its accounts, including the Fund. Whenever concurrent decisions are made to
purchase or sell securities by the Fund and another account, the Sub-Adviser
will attempt to allocate equitably portfolio transactions among the Fund and
other accounts. In making such allocations between the Fund and other accounts,
the main factors to be considered are the respective investment objectives, the
relative size of portfolio holdings of the same or comparable securities, the
availability of cash for investment, the size of investment commitments
generally held, and the opinions of the persons responsible for recommending
investments to the Fund and the other accounts. In some cases this procedure
could have an adverse effect on the Fund. In the opinion of the Sub-Adviser,
however, the results of such procedures will, on the whole, be in the best
interest of each of the accounts.
The Sub-Adviser may execute portfolio transactions through certain of
its affiliated brokers, acting as agent in accordance with procedures
established by the Trust's Board of Trustees, but will not purchase any
securities from or sell any securities to any such affiliate acting as principal
for its own account.
REQUIRED VOTE
Approval of the Sub-Advisory Agreement requires the vote of a majority
of the shareholders of the Fund. A majority is defined in the 1940 Act as the
lesser of (a) 67% of the Shares of the Fund present at the Special Meeting if
more than 50% of the outstanding Shares are present in person or by proxy at the
Special Meeting; or (b) more than 50% of the outstanding Shares of the Fund
("Majority Vote"). If the Sub-Advisory Agreement is not approved by the
shareholders of the Fund, the Trustees will consider other possible courses of
action which are in the best interests of shareholders.
THE BOARD OF TRUSTEES, INCLUDING ALL OF THE INDEPENDENT TRUSTEES, RECOMMENDS
THAT THE SHAREHOLDERS VOTE "FOR" THE SUB-ADVISORY AGREEMENT.
PROPOSAL 2
TO APPROVE OR DISAPPROVE A PROPOSAL TO PERMIT THE ADVISER
TO HIRE AND REPLACE SUB-ADVISERS OR MODIFY SUB-ADVISORY
AGREEMENTS WITHOUT SHAREHOLDER APPROVAL
As discussed above, the Adviser currently provides advisory services to
the Fund pursuant to the Advisory Agreement. The Adviser has overall
responsibility for the management and administration of the Fund. For the
reasons described above under Proposal 1, the Adviser and the Trust recommend
that the Adviser be authorized to enter into the Sub-Advisory Agreement,
pursuant to which the Adviser would delegate day-to-day management of the Fund's
investments to the Sub-Adviser, subject to the overall supervision of the
Adviser and the Trustee. At the same time, the Trust proposes that the Adviser,
with the approval of the Board of Trustees, be permitted to enter into,
terminate, or modify advisory agreements on behalf of the Fund with the
sub-advisers under certain conditions without obtaining the prior approval of a
majority of the outstanding voting securities of the Funds.
Section 15 of the 1940 Act and Rule 18f-2 under the 1940 Act require
that shareholders of the Fund approve any sub-advisory agreements or amendments
to those agreements. On January 8, 1999, the Securities and Exchange Commission
(the "SEC") issued an order (the "Order") to exempt the Trust from these
provisions. Under the Order, the Adviser is permitted, with the approval of the
Board of Trustees, to hire new sub-advisers, terminate sub-advisers, and modify
advisory agreements with sub-advisers without the prior approval of Fund
shareholders under certain conditions. By eliminating shareholder approval in
these matters, the Adviser will have greater flexibility in overseeing
sub-advisers, and the Trust would be spared the time and expense of holding
shareholder meetings and soliciting proxies. The Order is subject to several
conditions, including the following conditions:
1. The Trust will not enter into an advisory agreement on
behalf of the Fund with any sub-adviser that is an "affiliated person," as
defined in Section 2(a)(3) of the 1940 Act, of the Trust or the Adviser other
than by reason of serving as a sub-adviser to the Fund (an "Affiliated
Sub-Adviser") without that agreement, including the compensation to be paid
thereunder, being approved by the shareholders of the Fund. Because the Adviser
owns an equity interest in the Sub-Adviser, the Sub-Adviser is an "Affiliated
Sub-Adviser." Accordingly, the Sub-Advisory Agreement is not exempted by the
Order from the approval requirements of the 1940 Act.
2. Before the Fund may rely on the Order, the operation of the
Fund in the manner described in the Order must be approved by a majority of the
outstanding voting securities of the Fund as defined in the 1940 Act.
3. The Trust will disclose in its registration statement for
the Fund the existence, substance, and effect of the Order. In addition, the
Fund will hold itself out to the public as employing the strategy described in
the Order. The Prospectus will prominently disclose that the Adviser has the
ultimate responsibility (subject to oversight by the Board of Trustees) to
oversee the sub-advisers and recommend their hiring, termination, and
replacement.
4. Within 60 days of the hiring of any sub-adviser, the Fund
will furnish its shareholders with all information about the new sub-adviser
agreement that would be included in a proxy statement. Such information will
include any change in such disclosure caused by the addition of a new
sub-adviser. The Fund will meet this condition by providing shareholders within
60 days of the hiring of a sub-adviser with an information statement meeting the
requirements of Regulation 14C, Schedule 14C, and Item 22 of the Schedule 14A
under the Securities Exchange Act of 1934.
In accordance with condition 2, shareholder approval of this proposed
new arrangement is being sought. Even if the Fund's shareholders approve this
arrangement, any new sub-adviser engaged or terminated or any change in a
sub-advisory agreement will still require approval of the Board of Trustees. In
order to approve a new sub-adviser, the Trustees will analyze the factors they
deem relevant, including the nature, quality and scope of services provided by
the sub-adviser to investment companies comparable to the Fund. The Trustees
will review the ability of the new sub-adviser to provide its services to the
Fund, as well as its personnel, operation, financial condition or any other
factor which would affect the sub-adviser with respect to compliance and
regulatory matters. The Trustees will review the sub-adviser's investment
performance with respect to accounts deemed comparable. Finally, the Trustees
will consider other factors deemed relevant to the sub-adviser's performance as
an investment adviser. The Trust believes that this review provides adequate
shareholder protection in the selection of sub-advisers.
REQUIRED VOTE
Approval of the change in operations contemplated in the Order requires
a Majority Vote of the shareholders of the Fund. If the shareholders of the Fund
do not approve this Proposal, the terms and conditions of the Order will not be
applicable to the Fund.
THE BOARD OF TRUSTEES, INCLUDING ALL OF THE INDEPENDENT TRUSTEES,
RECOMMEND THAT SHAREHOLDERS VOTE "FOR" THE PROPOSAL TO PERMIT THE ADVISER TO
HIRE AND TERMINATE SUB-ADVISERS OR MODIFY SUB-ADVISORY AGREEMENTS WITHOUT
SHAREHOLDER APPROVAL.
OTHER MATTERS
Submission of Shareholder Proposals
The Trust is not generally required to hold annual or special meetings
of shareholders. Shareholders wishing to submit proposals for inclusion in a
proxy statement for a subsequent shareholders' meeting should send their written
proposals to the Secretary of the Evergreen Select Equity Trust, 200 Berkeley
Street, Boston, MA 02116.
Shareholders' Request for Special Meeting
Shareholders holding at least 10% of the Trust's outstanding voting
securities (as defined in the 1940 Act) may require the calling of a meeting of
the Trust's shareholders for the purpose of voting on the removal of any Board
member. Meetings of the Trust's shareholders for any other purpose will also be
called by the Board when requested in writing by shareholders holding at least
10% of the Shares then outstanding or, if the Board members shall fail to call
or give notice of any meeting of shareholders for a period of 30 days after such
application, shareholders holding at least 10% of the Shares then outstanding
may call and give notice of such meeting.
Other Matters to Come Before the Meeting
The Board does not intend to present any other business at the Special
Meeting other than as described in this Proxy Statement, nor is the Board aware
that any shareholder intends to do so. If, however, any other matters are
properly brought before the Special Meeting, the persons named in the
accompanying proxy card will vote thereon in accordance with their judgment.
<PAGE>
IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. SHAREHOLDERS WHO DO NOT
EXPECT TO ATTEND THE MEETING ARE THEREFORE URGED TO COMPLETE, SIGN, DATE, AND
RETURN THE PROXY AS SOON AS POSSIBLE IN THE ENCLOSED POSTAGE PAID ENVELOPE.
October 6, 2000
<PAGE>
EXHIBIT A
INVESTMENT SUB-ADVISORY AGREEMENT
AGREEMENT made this ___ day of ______, 2000, by and between First Union
National Bank (the "Adviser"), and ForeFront Capital Advisors, LLC (the
"Sub-adviser").
WHEREAS, the Adviser serves as investment adviser of the Evergreen
Select Secular Growth Fund (the "Fund"), a series of Evergreen Select Equity
Trust (the "Trust"), a Delaware business trust which has filed a registration
statement under the Investment Company Act of 1940, as amended (the "1940 Act")
and the Securities Act of 1933 (the "Registration Statement"); and
WHEREAS, the Trust is comprised of several separate investment portfolios,
one of which is the Fund; and
WHEREAS, the Adviser desires to avail itself of the services, advice
and assistance of the Sub-adviser to assist the Adviser in providing investment
advisory services to the Fund; and
WHEREAS, the Sub-adviser is registered under the Investment Advisers
Act of 1940, as amended (the "Sub-advisers Act"), is engaged in the business of
rendering investment advisory services to investment companies and other
institutional clients and desires to provide such services to the Adviser;
NOW, THEREFORE, in consideration of the terms and conditions
hereinafter set forth, it is agreed as follow:
1. Employment of the Sub-adviser. The Adviser hereby employs the
Sub-adviser to manage the investment and reinvestment of the Fund's assets,
subject to the control and direction of the Trust's Board of Trustees, for the
period and on the terms hereinafter set forth. The Sub-adviser hereby accepts
such employment and agrees during such period to render the services and to
assume the obligations herein set forth for the compensation herein provided.
The Sub-adviser shall for all purposes herein be deemed to be an independent
contractor and shall, except as expressly provided or authorized (whether herein
or otherwise), have no authority to act for or represent the Adviser, the Fund
or the Trust in any way. The Sub-adviser may execute Fund documentation,
agreements, contracts and other documents requested by brokers, dealers,
counterparties and other persons in connection with its providing advisory
services to the Fund.
2. Obligations of Services to be provided by the Sub-adviser. The
Sub-adviser undertakes to provide the following services and to assume the
following obligations:
a. The Sub-adviser shall manage the investment and
reinvestment of the portfolio assets of the Fund, all without prior
consultation with the Adviser, subject to and in accordance with (i)
the investment objective and policies of the Fund set forth in the
Fund's Prospectus and Statement of Additional Information as from time
to time in effect (the "Governing Documents"), (ii) the requirements
applicable to registered investment companies under applicable laws,
including without limitation the 1940 Act a-3/8
-V/T2/31/8(P)1/3H/TN/L5/8C/R o (1)7/8 N/L(P)5/8 ++-N/L5/8C/R-1/3/oo o
5/8(recycled)5/8-V/T5/8 --(1)3/85/8 (1)7/8 (0)*(C)n(pound) 1/3L/F
1/3No.5/8-3/85/83/8 iN/L(P)5/8 "Code") and (iii) any written
instructions which the Adviser or the Trust's Board of Trustees may
issue from time-to-time. The Sub-adviser also agrees to conduct its
activities hereunder in accordance with any applicable procedures or
policies adopted by the Trust's Board of Trustees as from time to time
in effect (the "Procedures"). The Adviser has provided to the
Sub-adviser copies of all Governing Documents and Procedures and shall
promptly provide to the Sub-adviser any amendments or supplements
thereto. Subject to and in pursuance of the foregoing, the Sub-adviser
shall make all determinations with respect to the purchase and sale of
portfolio securities and shall take such action necessary to implement
the same. The Sub-adviser shall render such reports to the Trust's
Board of Trustees and the Adviser as they may reasonably request
concerning the investment activities of the Fund. Unless the Adviser
gives the Sub-adviser written instructions to the contrary, the
Sub-adviser shall, in good faith and in a manner which it reasonably
believes best serves the interests of the Fund's shareholders, direct
the Fund's custodian as to how to vote such proxies as may be necessary
or advisable in connection with any matters submitted to a vote of
shareholders of securities held in the Fund.
b. Absent instructions of the Adviser to the contrary, the
Sub-adviser shall, in the name of the Fund, place orders for the
execution of portfolio transactions with or through such brokers,
dealers or other financial institutions as it may select. The
Sub-adviser shall use its best efforts to obtain "best execution" on
all portfolio transactions executed on behalf of the Fund, provided
that, so long as the Sub-adviser has complied with Section 28(e) of the
Securities Exchange Act of 1934, the Sub-adviser may cause the Fund to
pay a commission on a transaction in excess of the amount of commission
another broker-dealer would have charged.
c. In connection with the placement of orders for the
execution of the portfolio transactions of the Fund, the Sub-adviser
shall create and maintain all records pertaining to the purchase and
sale of securities by the Sub-adviser on behalf of the Fund required by
Rule 31a-1(b)(5) and (9) under the 1940 Act. All such records shall be
the property of the Trust and shall be available for inspection and use
by the Securities and Exchange Commission ("SEC"), the Trust, the
Adviser or any person retained by the Trust at all reasonable times.
Where applicable, such records shall be maintained by the Sub-adviser
for the periods and in the places required by Rule 31a-2 under the 1940
Act.
d. The Sub-adviser shall bear its expenses of providing services pursuant
to this Agreement.
3. Compensation of the Sub-adviser. In full consideration of services
rendered pursuant to this Agreement, the Adviser will pay the Sub-adviser a fee
at the annual rate set forth in Schedule A hereto of the value of the Fund's
average daily net assets. Such fee shall be accrued daily and paid monthly as
soon as practicable after the end of each month. If the Sub-adviser shall serve
for less than the whole of any month, the foregoing compensation shall be
prorated. For the purpose of determining fees payable to the Sub-adviser, the
value of the Fund's net assets shall be computed at the times and in the manner
determined by the Trust's Board of Trustees and set forth in the Governing
Documents.
4. Other Activities of the Sub-adviser. The services of the Sub-adviser
hereunder are not to be deemed exclusive, and the Sub-adviser shall be free to
render similar services to others and to engage in other activities, so long as
the services rendered hereunder are not impaired.
5. Use of Names. The Adviser shall not use the name of the Sub-adviser
or any of its affiliates in any prospectus, sales literature or other material
relating to the Trust or the Fund in any manner not approved prior thereto by
the Sub-adviser; provided, however, that the Adviser may use the name of the
Sub-adviser and its affiliates in any such material that merely refers in
accurate terms to the Sub-adviser's appointment hereunder. The Sub-adviser shall
not use the name of the Trust or the Adviser in any material relating to the
Sub-adviser in any manner not approved prior thereto by the Adviser; provided,
however, that the Sub-adviser may use the name of the Adviser or the Trust in
any material that merely refers in accurate terms to the appointment of the
Sub-adviser hereunder.
6. Liability of the Sub-adviser. Absent willful misfeasance, bad faith,
gross negligence, or reckless disregard of obligations or duties hereunder on
the part of the Sub-adviser, the Sub-adviser shall not be liable for any act or
omission in the course of, or connected with, rendering services hereunder or
for any losses that may be sustained in the purchase, holding or sale of any
security. Subject to the foregoing, nothing herein shall constitute a waiver of
any rights or remedies that the Trust may have under any federal or state
securities laws.
7. Limitation of Trust's Liability. The Sub-adviser acknowledges that
it has received notice of and accepts the limitations upon the Trust's liability
set forth in its Agreement and Declaration of Trust. The Sub-adviser agrees that
any of the Trust's obligations shall be limited to the assets of the Fund and
that the Sub-adviser shall not seek satisfaction of any such obligation from the
shareholders of the Trust nor from any Trust officer, employee or agent of the
Trust.
8. Renewal, Termination and Amendment. This Agreement shall continue in
effect, unless sooner terminated as hereinafter provided, for a period of two
years from the date hereof and shall continue in full force and effect for
successive periods of one year thereafter, but only so long as each such
continuance is specifically approved at least annually by vote of the holders of
a majority of the outstanding voting securities of the Fund or by vote of a
majority of the Trustees who are not parties to this Agreement or interested
persons of any such party, cast in accordance with the provisions of the 1940
Act. This Agreement may be terminated at any time without payment of any
penalty, by the Trust's Board of Trustees, or by a vote of a majority of the
outstanding voting securities of the Fund upon 60 days prior written notice to
the Sub-adviser or by the Sub-adviser upon 90 days prior written notice to the
Adviser, or upon such shorter notice as may be mutually agreed upon. This
Agreement shall terminate automatically and immediately upon termination of the
Management Agreement between the Adviser and the Trust. This Agreement shall
terminate automatically and immediately in the event of its assignment. The
terms "assignment" and "vote of a majority of the outstanding voting securities"
shall have the meaning set forth for such terms in the 1940 Act. This Agreement
may be amended at any time by the Sub-adviser and the Adviser, subject to
approval by the Trust's Board of Trustees and, if required by applicable SEC
rules and regulations, a vote of a majority of the Fund's outstanding voting
securities.
9. Confidential Relationship. Any information and advice furnished by
either party to this Agreement to the other shall be treated as confidential and
shall not be disclosed to third parties without the consent of the other party
hereto except as required by law, rule or regulation. The Adviser hereby
consents to the disclosure to third parties of investment results and other data
of the Fund in connection with providing composite investment results and
related information of the Sub-adviser.
10. Severability. If any provision of this Agreement shall be held or made
invalid by a court decision, statue, rule or otherwise, the remainder of this
Agreement shall not be affected thereby.
11. Miscellaneous. Each party agrees to perform such further actions
and execute such further documents as are necessary to effectuate the purposes
hereof. This Agreement shall be construed and enforced in accordance with and
governed by the laws of the Commonwealth of Massachusetts. The captions in this
Agreement are included for convenience only and in no way define or delimit any
of the provisions hereof or otherwise affect their construction or effect. This
Agreement may be executed in several counterparts, all of which together shall
for all purposes constitute one Agreement, binding on the parties.
IN WITNESS WHEREOF, the parties have duly executed this Agreement as of
the date first written above.
FIRST UNION NATIONAL BANK
By: _______________________________
Authorized Officer
FOREFRONT CAPITAL ADVISORS, LLC.
By: _______________________________
Authorized Officer
<PAGE>
SCHEDULE A
Of the total management fees paid by the Fund to the Adviser, the
Adviser shall pay the Sub-adviser 0.12% on the first $1 billion of average daily
net assets plus 0.30% on amounts over $1 billion.
EVERGREEN SELECT SECULAR GROWTH FUND
EVERY SHAREHOLDER'S VOTE IS IMPORTANT!
VOTE THIS PROXY CARD TODAY!
YOUR PROMPT RESPONSE WILL SAVE
THE EXPENSE OF ADDITIONAL MAILINGS
Please detach at perforation before mailing.
SPECIAL MEETING OF SHAREHOLDERS - OCTOBER 31, 2000
The undersigned hereby appoints Catherine E. Foley, Sally E. Ganem, Michael A.
Koonce, Maureen E. Towle, and Beth Werths and each of them, attorneys and
proxies for the undersigned, with full powers of substitution and revocation, to
represent the undersigned and to vote on behalf of the undersigned all shares of
Evergreen Select Secular Growth Fund (the "Fund"), a series of Evergreen Select
Equity Trust, which the undersigned is entitled to vote at a Meeting of
Shareholders of the Fund to be held at the offices of the Evergreen Funds at 200
Berkeley Street, Boston, Massachusetts 02116 on October 31, 2000, at 10:00 a.m.
and any adjournments thereof (the "Meeting"). The undersigned hereby
acknowledges receipt of the Notice of Meeting and Proxy Statement, and hereby
instructs said attorneys and proxies to vote said shares as indicated hereon.
Unless indicated to the contrary, this proxy shall be deemed to grant authority
to vote "FOR" all proposals relating to the Fund. In their discretion, the
proxies are authorized to vote upon such other matters as may properly come
before the Meeting. A majority of the proxies present and acting at the meeting
in person or by substitute (or, if only one shall be so present, then that one)
shall have and may exercise all of the powers and authority of said proxies
hereunder. The undersigned hereby revokes any proxy previously given.
NOTE: PLEASE SIGN EXACTLY AS YOUR
NAME(S) APPEAR ON THIS PROXY. If
joint owners, EITHER may sign this
Proxy. When signing as attorney,
executor, administrator, trustee,
guardian, or custodian for a minor,
please give your full title. When
signing on behalf of a corporation
or as a partner for a partnership,
please give the full corporate or
partnership name and your full
title.
Date: , 2000
Signature(s)
Title(s), if applicable
<PAGE>
EVERGREEN SELECT SECULAR GROWTH FUND
EVERY SHAREHOLDER'S VOTE IS IMPORTANT!
PLEASE SIGN, DATE AND RETURN YOUR PROXY
TODAY!
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF EVERGREEN SELECT
EQUITY TRUST. PLEASE INDICATE YOUR VOTE BY PLACING AN "x" IN THE APPROPRIATE BOX
BELOW. THIS PROXY WILL BE VOTED AS SPECIFIED BELOW WITH RESPECT TO THE ACTION TO
BE TAKEN ON THE FOLLOWING PROPOSALS. IN THE ABSENCE OF ANY SPECIFICATION, THIS
PROXY WILL BE VOTED IN FAVOR OF THE PROPOSALS.
<TABLE>
<CAPTION>
For Against Abstain
<S> <C> <C> <C>
1. To approve a new investment sub-advisory agreement [ ] [ ] [ ]
between First Union National Bank, the Fund's
investment adviser, and ForeFront Capital Advisors,
LLC.
2. To approve a proposal to permit First Union National [ ] [ ] [ ]
Bank, the Fund's investment adviser, to hire and
replace sub-advisers or modify sub-advisory
agreements without shareholder approval.
</TABLE>
