EVERGREEN EQUITY TRUST /DE/, 485APOS, 1999-10-14

EVERGREEN EQUITY TRUST /DE/
485APOS, 1999-10-14

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1933 Act No. 333-37453
1940 Act No. 811-08413

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. 19 [X]

and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [ ]
Amendment No. 20 [X]

EVERGREEN EQUITY TRUST
(As successor to certain series of Mentor Funds and America's Utility Fund,Inc.)
(Exact Name of Registrant as Specified in Charter)

200 Berkeley Street, Boston, Massachusetts 02116-5034
(Address of Principal Executive Offices)

(617) 210-3200
(Registrant's Telephone Number)

The Corporation Trust Company
1209 Orange Street
Wilmington, Delaware 19801
(Name and Address of Agent for Service)

It is proposed that this filing will become effective:
[ ] immediately upon filing pursuant to paragraph (b)
[ ] on (date) pursuant to paragraph (b)
[ ] 60 days after filing pursuant to paragraph (a)(1)
[ ] on (date) pursuant to paragraph (a)(1)
[ ] 75 days after filing pursuant to paragraph (a)(2)
[ ] on (date) pursuant to paragraph (a)(2) of Rule 485

If appropriate, check the following box:
[ ] this post-effective amendment designates a new effective date for a
previously filed post-effective amendment
[ ] 60 days after filing pursuant to paragraph (a)(i)
[ ] on (date) pursuant to paragraph (a)(i)

Pursuant to Rule 414 under the Securities Act of 1933 (the "Securities
Act"), by this amendment to Registration Statement No. 33-45315/811-6550 of
Mentor Funds, a Massachusetts business trust, the Registrant hereby adopts the
Registration Statement of such trust with respect to the Mentor Balanced
Portfolio series thereof under the Securities Act and the notification of
registration and Registration Statement of such trust under the Investment
Company Act of 1940 (the "1940 Act").

Pursuant to Rule 414 under the Securities Act of 1933 (the "Securities
Act"), by this amendment to Registration Statement No. 33-45315/811-6550 of
Mentor Funds, a Massachusetts business trust, the Registrant hereby adopts the
Registration Statement of such trust with respect to the Mentor Growth Portfolio
series thereof under the Securities Act and the notification of registration and
Registration Statement of such trust under the Investment Company Act of 1940
(the "1940 Act").

Pursuant to Rule 414 under the Securities Act of 1933 (the "Securities
Act"), by this amendment to Registration Statement No. 33-45315/811-6550 of
Mentor Funds, a Massachusetts business trust, the Registrant hereby adopts the
Registration Statement of such trust with respect to the Mentor Income and
Growth Portfolio series thereof under the Securities Act and the notification of
registration and Registration Statement of such trust under the Investment
Company Act of 1940 (the "1940 Act").

Pursuant to Rule 414 under the Securities Act of 1933 (the "Securities
Act"), by this amendment to Registration Statement No. 33-45437/811-6549 of
America's Utility Fund, Inc., a Maryland Corporation, the Registrant hereby
adopts the Registration Statement of such trust under the Securities Act and the
notification of registration and Registration Statement of such trust under the
Investment Company Act of 1940 (the "1940 Act").

<PAGE>

EVERGREEN EQUITY TRUST

CONTENTS OF
POST-EFFECTIVE AMENDMENT NO. 19
to
REGISTRATION STATEMENT

This Post-Effective Amendment No. 19 to Registrant's Registration Statement
No. 333-37453/811-08413 consists of the following pages, items of information
and documents:

The Facing Sheet

The Contents Page

PART A
------

Prospectus for Evergreen Balanced Fund, Evergreen Foundation Fund and
Evergreen Tax Strategic Foundation Fund is contained in Post-Effective
Amendment No. 16 to Registration Statement No. 333-37453/811-08413 filed on
July 29, 1999 and is incorporated by reference herein.

Prospectuses for Evergreen Fund, Evergreen Micro Cap Fund,
Evergreen Aggressive Growth Fund, Evergreen Omega Fund,
Evergreen Small Company Growth Fund, Evergreen Strategic Growth Fund,
Evergreen Stock Selector Fund and Evergreen Tax Strategic Equity Fund
contained in Post-Effective Amendment No. 12 to Registration Statement
No. 333-37453/811-08413 filed on February 1, 1999 are incorporated
by reference herein.

Prospectuses for Evergreen Masters Fund contained in Post-Effective
Amendment No. 11 to Registration Statement No.333-37453/811-08413
filed on December 29, 1998 are incorporated by
reference herein.

Prospectuses for Evergreen Fund for Total Return, Evergreen Growth
and Income Fund, Evergreen Income and Growth Fund, Evergreen Small Cap
Equity Income Fund, Evergreen Value Fund, Evergreen Utility Fund and
Evergreen Blue Chip Fund contained in Post-Effective
Amendment No. 10 to Registration Statement No. 333-37453/811-08413
filed on November 25, 1998 are incorporated by reference herein.

PART B
------

Statement of Additional Information for Evergreen Balanced Fund, Evergreen
Foundation Fund and Evergreen Tax Strategic Foundation Fund is contained in
Post-Effective Amendment No. 16 to Registration Statement No.
333-37453/811-08413 filed on July 29, 1999 and is incorporated by reference
herein.

Statement of Additional Information for Evergreen Fund, Evergreen Micro Cap
Fund, Evergreen Aggressive Growth Fund, Evergreen Omega Fund, Evergreen Small
Company Growth Fund, Evergreen Strategic Growth Fund, Evergreen Stock Selector
Fund, Evergreen Tax Strategic Equity Fund and Evergreen Masters Fund
contained in Post-Effective Amendment No. 12 to Registration Statement
No. 333-37453/811-08413 filed on February 1, 1999 is incorporated
by reference herein.

Statement of Additional Information for Evergreen Fund for Total Return,
Evergreen Growth and Income Fund, Evergreen Income and Growth Fund,
Evergreen Small Cap Equity Income Fund, Evergreen Value Fund,
Evergreen Utility Fund and Evergreen Blue Chip Fund contained in
Post-Effective Amendment No. 10 to Registration Statement
No. 333-37453/811-08413 filed on November 25, 1998
is incorporated by reference herein.

PART C
------

Exhibits

Indemnification

Business and Other Connections of Investment Adviser

Principal Underwriter

Location of Accounts and Records

Undertakings

Signatures
<PAGE>

EVERGREEN EQUITY TRUST

PART A

SUPPLEMENT TO THE PROSPECTUS

<PAGE>

SUPPLEMENT TO THE PROSPECTUSES OF
MENTOR FUNDS
MENTOR INSTITUTIONAL TRUST
AMERICA'S UTILITY FUND, INC.
(Each a "Fund", together the "Funds")

THE CHANGES LISTED IN SECTION I BELOW ARE EFFECTIVE OCTOBER 15, 1999 FOR ALL
FUNDS EXCEPT MENTOR CAPITAL GROWTH PORTFOLIO

I. Effective October 15, 1999, each of the Funds' prospectuses is supplemented
to reflect the following changes:

A. Conversion to series of an Evergreen Delaware business trust.

Each of the Funds listed below has been reorganized as a separate series of a
Delaware business trust. The name of each Mentor Fund and the Evergreen Trust
into which it is being reorganized is set forth below.

<TABLE>
<CAPTION>
Name of Fund Name of Trust
<S> <C>
Mentor Balanced Portfolio Evergreen Equity Trust
Mentor Growth Portfolio Evergreen Equity Trust
Mentor Short-Duration Income Portfolio Evergreen Fixed Income Trust
Mentor Capital Growth Portfolio Evergreen Equity Trust
Mentor Municipal Income Portfolio Evergreen Municipal Trust
Mentor Quality Income Portfolio Evergreen Fixed Income Trust
Mentor Income and Growth Portfolio Evergreen Equity Trust
Mentor Perpetual Global Portfolio Evergreen International Trust
Mentor High Income Portfolio Evergreen Fixed Income Trust
Mentor Perpetual International Portfolio Evergreen International Trust
Mentor Fixed-Income Portfolio Evergreen Select Fixed Income Trust
SNAP Fund Evergreen Select Money Market Trust
America's Utility Fund, Inc. Evergreen Equity Trust

In connection with the conversion, each Fund (except SNAP Fund) has changed its
name as indicated below.

Current Fund Name New Fund Name

Mentor Balanced Portfolio Evergreen Capital Balanced Fund
Mentor Growth Portfolio Evergreen Growth Fund
Mentor Short-Duration Income Portfolio Evergreen Short-Duration Income Fund
Mentor Capital Growth Portfolio Evergreen Capital Growth Fund
Mentor Municipal Income Portfolio Evergreen Municipal Income Fund
Mentor Quality Income Portfolio Evergreen Quality Income Fund
Mentor Income and Growth Portfolio Evergreen Capital Income and Growth Fund
Mentor Perpetual Global Portfolio Evergreen Perpetual Global Fund
Mentor High Income Portfolio Evergreen High Income Fund
Mentor Perpetual International Portfolio Evergreen Perpetual International Fund
Mentor Fixed-Income Portfolio Evergreen Select Fixed Income Fund II
America's Utility Fund, Inc. Evergreen America's Utility Fund

B. Change of Investment Objective from Fundamental to Nonfundamental.

In connection with the above conversion, Shareholders approved the
reclassification of the investment objective of each of the following Funds from
"fundamental" (i.e., changeable by shareholder vote only) to "nonfundamental"
(i.e., changeable by vote of the Board):

Mentor Balanced Portfolio Mentor Quality Income Portfolio
Mentor Growth Portfolio Mentor Income and Growth Portfolio
Mentor Capital Growth Portfolio Mentor Perpetual Global Portfolio
Mentor Municipal Income Portfolio Mentor High Income Portfolio

</TABLE>
C. Changes in Fundamental Investment Restrictions

Also in connection with the above conversion, Shareholders approved the adoption
of standardized fundamental investment restrictions by amending or reclassifying
the current fundamental investment restrictions of each Mentor Fund listed in
Section A above. These newly adopted investment restrictions are set forth in
the Supplement dated October 15, 1999 to each Fund's Statement of Additional
Information.

D. Mergers with existing Evergreen series.

Shareholders of certain of the Mentor Funds ("Acquired Fund") also approved the
reorganization of their Fund into an existing Evergreen Fund ("Acquiring Fund")
to be effective March 10, 2000. In the reorganization, all of the assets of an
Acquired Fund will be transferred to an Acquiring Fund (as noted below) and
shareholders of the Acquired Fund will receive shares of the appropriate
Acquiring Fund in exchange for their shares. Completion of the mergers is
subject to the approval of the Board of Trustees of the Evergreen Funds at their
meeting to be held December l6, 1999.
<TABLE>
<CAPTION>
<PAGE>
Acquired Fund Acquiring Fund
<S> <C>

Mentor Income and Growth Portfolio Evergreen Capital Balanced Fund
(Formerly Mentor Balanced Portfolio)
Mentor Short-Duration Income Portfolio Evergreen Short Intermediate Bond Fund
Mentor Municipal Income Portfolio Evergreen Municipal Bond Fund
America's Utility Fund, Inc. Evergreen Utility Fund

</TABLE>
THE CHANGES LISTED IN SECTION II BELOW ARE EFFECTIVE OCTOBER 15, 1999 FOR ALL
FUNDS EXCEPT MENTOR CAPITAL GROWTH PORTFOLIO

II. Addition of New Classes of Shares

A. Class B Shares

In connection with the conversion to a series of an Evergreen Delaware business
trust, as described above, each of the following Mentor Funds' shares currently
designated "Class B" will be redesignated "Class C". Effective October 15, 1999,
each of the following Funds will add a new class of shares designated as Class
B.

Evergreen Capital Balanced Fund (formerly Mentor Balanced Portfolio)
Evergreen Growth Fund (formerly Mentor Growth Portfolio)
Evergreen Capital Growth Fund (formerly Mentor Capital Growth Portfolio)
Evergreen Quality Income Fund (formerly Mentor Quality Income Portfolio)
Evergreen Perpetual Global Fund (formerly Mentor Perpetual Global Portfolio)
Evergreen High Income Fund (formerly Mentor High Income Portfolio)
Evergreen Perpetual International Fund (formerly Mentor Perpetual International
Portfolio)

(1) Expense Summary (for each of the above Funds except Evergreen
Perpetual International Fund)

Expenses are one of several factors to consider when investing in a Fund. The
following tables are provided to help you understand the expenses of investing
in each of the Funds and your share of the operating expenses of each of the
Funds. Expenses shown are based on estimated expenses for the upcoming fiscal
year end.
<TABLE>
<CAPTION>

Shareholder Transaction Expenses Class B Shares
<S> <C>
Maximum Sales Charge Imposed on Purchases (as a percentage of offering price) None
Maximum Sales Charge Imposed on Reinvested Dividends None
Contingent Deferred Sales Charge (as a percentage of the lower of the 5%(1)
original purchase price or redemption proceeds of shares redeemed)

(1) The deferred sales charge on Class B shares declines from 5% to 1% on amounts redeemed
within six years after the month of purchase. See "How to Buy Shares" for more
information.

</TABLE>
Annual Fund Operating Expenses
(as a percentage of average net assets)
<TABLE>

Capital Capital Quality Perpetual High
Class B Shares Balanced Growth Growth Income Global Income
<S> <C> <C> <C> <C> <C> <C>
---------------------------------------------------------------------------
Investment Advisory Fee (2) 0.75% 0.70% 0.80% 0.48% 1.05% 0.35%
12b-1 Fee 1.00% 1.00% 1.00% 1.00% 1.00% 1.00%
Other Expenses 0.37% 0.31% 0.29% 0.32% 0.45% 0.35%
------ ----- ----- ----- ----- -----
Total Fund Operating
Expenses (2) 2.12% 2.01% 2.09% 1.80% 2.50% 1.70%

(2) Mentor Investment Advisors, LLC has agreed to limit its Advisory
Fees from Quality Income and High Income. In the absence of these
expense limitations, Advisory Fees for Quality Income and High
Income would be 0.60% and 0.70%, respectively, and Total Operating
Expenses would be 1.92% and 2.05%, respectively.

Examples

You would pay the following expenses on a $1,000 investment, assuming 5% annual
return and no redemption at the end of each period:

Capital Capital Quality Perpetual High
Class B Shares Balanced Growth Growth Income Global Income
---------------------------------------------------------------------------
After 1 Year $22 $20 $21 $18 $25 $17
After 3 Years $66 $63 $65 $57 $78 $54
After 5 Years $114 $108 $112 $97 $133 $92
After 10 Years $217 $205 $214 $183 $257 $172

You would pay the following expenses on a $1,000 investment, assuming 5% annual
return and redemption at the end of each period:

Capital Capital Quality Perpetual High
Class B Shares Balanced Growth Growth Income Global Income
---------------------------------------------------------------------------
After 1 Year $72 $70 $71 $68 $75 $67
After 3 Years $96 $93 $95 $87 $108 $84
After 5 Years $134 $128 $132 $117 $153 $112
After 10 Years $217 $205 $214 $183 $257 $172

</TABLE>
The Examples should not be considered a representation of future performance;
actual expenses may vary.

How to Buy Shares

Class B Shares. You may purchase Class B shares at net asset value 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 net asset value 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>
CDSC
Redemption Timing Imposed
- ----------------- -------
<S> <C>
Month of purchase and the first twelve-month period following the month of purchase 5.00%
Second twelve-month period following the month of purchase 4.00%
Third twelve-month period following the month of purchase 3.00%
Fourth twelve-month period following the month of purchase 3.00%
Fifth Twelve-month period following the month of purchase 2.00%
Sixth Twelve-month period following the month of purchase 1.00%
No CDSC is imposed on amounts redeemed thereafter.
</TABLE>
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 the
higher distribution services fee imposed on Class B shares. Such conversion will
be on the basis of the relative net asset values 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 the Distributor of Fund shares
to have been compensated for the expenses associated with the sale of such
shares.

Distribution Plans (Class B and Class C Shares)

The information contained in this section applies regarding payments made in
accordance with a Distribution Plan adopted pursuant to Rule 12b-1 under the
Investment Company Act of 1940.

(2) Expense Summary (for Evergreen Perpetual International Fund)

Expenses are one of several factors to consider when investing in the Fund.
Expenses shown are based on expenses incurred in respect of Class B shares of
the Fund for the 1999 fiscal year end.

Fees and Expenses of the Fund

This table describes the fees and expenses that you may pay if you buy
and hold shares of the Fund.
<TABLE>

<S> <C>
Shareholder Fees (fees paid directly from your investment): Class B
Maximum Sales Load Imposed on Purchases (as a percentage of offering price).......... None
Maximum Sales Load Imposed on Reinvested Dividends................................... None
Maximum Deferred Sales Load (as a percentage of the lower of the original purchase
Price or redemption proceeds).......................................... 5.00% (3)

Annual Fund Operating Expenses
(as a percentage of average net assets) Class B
Management Fees..................................................................... 1.00%
12b-1 Fees.......................................................................... 1.00%
Other Expenses...................................................................... 0.43%
Total Annual Fund Operating Expenses................................................ 2.43%

(3) The deferred sales charge on Class B shares declines from 5% to 1% on amounts redeemed
within six years after the month of purchase. See "How to Buy Shares" for more information.
</TABLE>
Examples

These Examples are intended to help you compare the cost of investing in the
Fund with the cost of investment in other mutual funds. The Examples assume that
you invest $10,000 in the class of shares of the Fund indicated for the time
periods indicated and then either (a) redeem all of your shares at the end of
those periods or (b) do not redeem your shares. The Examples also assume that
your investment has a 5% return each year and that the Fund operating expenses
remain the same. Although your actual costs may be higher or lower, based on
these assumptions your costs will be:
<PAGE>
(a) Assuming Redemption (b) Assuming No Redemption
Class B Class B
1 year............. $ 746 1 year............... $ 246
3 years ........... $1,058 3 years.............. $ 758
5 years............ $1,496 5 years.............. $ 1,296
10 years .......... $ 2,494 10 years.............. $ 2,494

How to Buy Shares

Class B Shares. If you select Class B shares, you do not pay a front-end sales
charge, so the entire amount of your purchase is invested in the Fund. However,
your shares are subject to an additional expense, known as the 12b-1 fee. In
addition, you may pay a deferred sales charge if you redeem your shares within
six years after the month of purchase. The amount of the deferred sales charge
depends on the length of time the shares were held, as shown below:

Contingent Deferred
Time Held Sales Charge
--------- ------------
Month of Purchase + First 12 Month Period 5.00%
Month of Purchase + Second 12 Month Period 4.00%
Month of Purchase + Third 12 Month Period 3.00%
Month of Purchase + Fourth 12 Month Period 3.00%
Month of Purchase + Fifth 12 Month Period 2.00%
Month of Purchase + Sixth 12 Month Period 1.00%
Thereafter 0%
After 7 years Converts to Class A
Dealer Allowance 4.00%

The deferred sales charge percentage is applied to the value of the shares when
purchased or when redeemed, whichever is less. No deferred sales charge is paid
on shares purchased through dividend or capital gains reinvestments or on any
gains in the value of your shares.

Distribution Plans (Class B and Class C Shares)

The information contained in this section applies regarding payments made in
accordance with a Distribution Plan adopted pursuant to Rule 12b-1 under the
Investment Company Act of 1940.

B. Institutional Service Shares

In connection with the conversion to a series of an Evergreen Delaware business
trust, as described above, the Class Y shares of Evergreen Select Fixed Income
Fund II will be redesignated "Institutional Shares". Effective October 15, 1999,
the Fund will add a new class of shares designated as "Institutional Service
Shares".

Expense Summary

Expenses are one of several factors to consider when investing in the Fund.
Expenses shown are based on expenses incurred in respect of Institutional
Service shares of the Fund for the 1999 fiscal year end.

Fees and Expenses of the Fund. This table describes the fees and expenses that
you may pay if you buy and hold shares of the Fund.

Shareholder Fees (fees paid directly from your investment): None

Annual Fund Operating Expenses Institutional
(as a percentage of average net assets) Service Shares
Management Fees.................................................. 0.00%
12b-1 Fee........................................................ 0.25%
Other Expenses................................................... 0.10%
Total Annual Fund Operating Expenses............................. 0.35%

Examples

1 year........................................... $ 36
3 years.......................................... $ 113
5 years.......................................... $ 197
10 years......................................... $ 443

How to Buy Shares

Shares of Select Fixed Income Fund II are sold at net asset value next
determined after a purchase order is received by the Fund. Each class of shares
is sold without a front-end sales charge or contingent deferred sales charge.
Institutional Service shares pay an ongoing service fee. In most cases, in order
to receive that day's public offering price, your order must be received by the
Fund before the close of regular trading on the New York Stock Exchange.

Distribution Plans (Institutional Service Shares)

The Fund has adopted a Distribution Plan under Rule 12b-1 with respect to its
Institutional Service shares (the "plan") providing for payments by the Fund to
its Distributor from the assets attributable to the Fund's Institutional Service
shares at the annual rate set out under "Expense Summary - Annual Fund Operating
Expenses" above. Because these fees are paid out of the Fund's assets on an
ongoing basis, over time these fees will increase the cost of your investment
and may cost you more than paying other types of sales charges. The Trustees may
reduce the amount of payments or suspend the Plan for such periods as they may
determine.

October 15, 1999

<PAGE>

EVERGREEN EQUITY TRUST

PART B

SUPPLEMENT TO THE STATEMENT OF ADDITIONAL INFORMATION

<PAGE>
SUPPLEMENT TO THE
STATEMENTS OF ADDITIONAL INFORMATION OF
MENTOR FUNDS
MENTOR INSTITUTIONAL TRUST
AMERICA'S UTILITY FUND, INC.
(each a "Fund" and, collectively, the "Funds")

THE CHANGES LISTED IN SECTIONS I, II, III AND IV BELOW ARE EFFECTIVE
OCTOBER 15, 1999 FOR ALL FUNDS EXCEPT MENTOR CAPITAL GROWTH PORTFOLIO

Effective October 15, 1999, the Statements of Additional Information of
each of the Funds are hereby supplemented as follows:

I. Standardized Fundamental Investment Restrictions

Each of the above Funds (except SNAP Fund) has adopted the following
standardized fundamental investment restrictions. These restrictions may be
changed only by a vote of Fund shareholders.

1. Diversification of Investments

The Fund may not make any investment inconsistent with the Fund's
classification as a diversified investment company under the Investment Company
Act of 1940.

2. Concentration of a Fund's Assets in a Particular Industry. (All
Funds other than those listed below.)

The Fund may not concentrate its investments in the securities of
issuers primarily engaged in any particular industry (other than securities
issued or guaranteed by the U.S. government or its agencies or
instrumentalities).

For America's Utility Fund, Inc.

The Fund will concentrate its investments in the utilities industry.

3. Issuance of Senior Securities

Except as permitted under the Investment Company Act of 1940, the Fund
may not issue senior securities.

4. Borrowing

The Fund may not borrow money, except to the extent permitted by
applicable law.

5. Underwriting

The Fund may not underwrite securities of other issuers, except insofar
as the Fund may be deemed an underwriter in connection with the disposition of
its portfolio securities.

6. Investment in Real Estate

The Fund may not purchase or sell real estate, except that, to the
extent permitted by applicable law, the Fund may invest in (a) securities
directly or indirectly secured by real estate, or (b) securities issued by
companies that invest in real estate.

7. Commodities

The Fund may not purchase or sell commodities or contracts on
commodities except to the extent that the Fund may engage in financial futures
contracts and related options and currency contracts and related options and may
otherwise do so in accordance with applicable law and without registering as a
commodity pool operator under the Commodity Exchange Act.

8. Lending

The Fund may not make loans to other persons, except that the Fund may
lend its portfolio securities in accordance with applicable law. The acquisition
of investment instruments shall not be deemed to be the making of a loan.

<PAGE>

II. Reclassification of All Other Fundamental Investment Restrictions

All investment restrictions other than those described above as having
been standardized have been reclassified from fundamental to nonfundamental and,
as, such, may be changed by a Fund's Board of Trustees at any time without a
shareholder vote.

III. Management of the Trust

The Trust is supervised by a Board of Trustees that is responsible for
representing the interests of the shareholders. The Trustees meet periodically
throughout the year to oversee each Fund's activities, reviewing, among other
things, the Fund's performance and its contractual arrangements with various
service providers. Each Trustee is paid a fee for his or her services. See
"Expenses-Trustee Compensation" in Part 1 of this SAI.

The Trust has an Executive Committee which consists of the Chairman of
the Board, James Howell, and Messrs. Scofield and Salton, each of whom is not an
"interested person" of the Funds, as that term is defined in the 1940 Act. The
Executive Committee recommends Trustees to fill vacancies, prepares the agenda
for Board meetings and acts on routine matters between scheduled Board meetings.

Set forth below are the Trustees and officers of the Trust and their
principal occupations and affiliations over the last five years. Unless
otherwise indicated, the address for each Trustee and officer is 200 Berkeley
Street, Boston, Massachusetts 02116. Each Trustee is also a Trustee of each of
the other Trusts in the Evergreen Fund complex.
<TABLE>
<CAPTION>

Name Position with Trust Principal Occupations for Last Five Years
<S> <C> <C>
Laurence B. Ashkin Trustee Real estate developer and construction consultant; and
(DOB: 2/2/28) President of Centrum Equities and Centrum Properties, Inc.

Charles A. Austin III Trustee Investment Counselor to Appleton Partners, Inc.; former
(DOB: 10/23/34) Director, Executive Vice President and Treasurer, State
Street Research & Management Company (investment advice);
Director, The Andover Companies (Insurance); and Trustee,
Arthritis Foundation of New England

K. Dun Gifford Trustee Trustee, Treasurer and Chairman of the Finance Committee,
(DOB: 10/12/38) Cambridge College; Chairman Emeritus and Director, American
Institute of Food and Wine; Chairman and President, Oldways
Preservation and Exchange Trust (education); former Chairman
of the Board, Director, and Executive Vice President, The
London Harness Company; former Managing Partner, Roscommon
Capital Corp.; former Chief Executive Officer, Gifford Gifts
of Fine Foods; former Chairman, Gifford, Drescher & Associates
(environmental consulting)

James S. Howell Chairman of the Board Former Chairman of the Distribution Foundation for the
(DOB: 8/13/24) of Trustees Carolinas; and former Vice President of Lance Inc. (food
manufacturing).

Leroy Keith, Jr. Trustee Chairman of the Board and Chief Executive Officer, Carson
(DOB: 2/14/39) Products Company; Director of Phoenix Total Return Fund and
Equifax, Inc.; Trustee of Phoenix Series Fund, Phoenix
Multi-Portfolio Fund, and The Phoenix Big Edge Series Fund; and
former President, Morehouse College.

Gerald M. McDonnell Trustee Sales Representative with Nucor-Yamoto, Inc. (steel
(DOB: 7/14/39) producer).

Thomas L. McVerry Trustee Former Vice President and Director of Rexham Corporation
(DOB: 8/2/39) (manufacturing); and former Director of Carolina
Cooperative Federal Credit Union.

William Walt Pettit Trustee Partner in the law firm of William Walt Pettit, P.A.
(DOB: 8/26/55)

David M. Richardson Trustee Vice Chair and former Executive Vice President, DHR
(DOB: 9/14/41) International, Inc. (executive recruitment); former Senior
Vice President, Boyden International Inc. (executive
recruitment); and Director, Commerce and Industry
Association of New Jersey, 411 International, Inc., and J&M
Cumming Paper Co.

Russell A. Salton, III MD Trustee Medical Director, U.S. Health Care/Aetna Health Services;
(DOB: 6/2/47) former Managed Health Care Consultant; and former
President, Primary Physician Care.

Michael S. Scofield Vice Chairman of the Attorney, Law Offices of Michael S. Scofield.
(DOB: 2/20/43) Board of Trustees

Richard J. Shima Trustee Former Chairman, Environmental Warranty, Inc. (insurance
(DOB: 8/11/39) agency); Executive Consultant, Drake Beam Morin, Inc.
(executive outplacement); Director of Connecticut Natural Gas
Corporation, Hartford Hospital, Old State House Association,
Middlesex Mutual Assurance Company, and Enhance Financial
Services, Inc.; Chairman, Board of Trustees, Hartford Graduate
Center; Trustee, Greater Hartford YMCA; former Director, Vice
Chairman and Chief Investment Officer, The Travelers Corporation;
former Trustee, Kingswood-Oxford School; and former Managing
Director and Consultant, Russell Miller, Inc.

<PAGE>

Anthony J. Fischer* President and Treasurer Vice President/Client Services, BISYS Fund Services.
(DOB:2/10/59)

Nimish S. Bhatt** Vice President and Vice President, Tax, BISYS Fund Services; former Assistant
(DOB: 6/6/63) Assistant Treasurer Vice President, EAMC/First Union Bank; former Senior Tax
Consulting/Acting Manager, Investment Companies Group,
PricewaterhouseCoopers LLP, New York.

Bryan Haft** Vice President Team Leader, Fund Administration, BISYS Fund Services.
(DOB: 1/23/65)
Senior Vice President and Assistant General Counsel, First
Michael H. Koonce Secretary Union Corporation; former Senior Vice President and General
(DOB: 4/20/60) Counsel, Colonial Management Associates, Inc.
</TABLE>

*Address: BISYS Fund Services, 90 Park Avenue, New York, New York 10016
**Address: BISYS, 3435 Stelzer Road, Columbus, Ohio 43219-8001

IV. Addition of New Classes of Shares

The "Class B" shares of each of the following Funds will now be
designated "Class C". In addition, each of the following Funds will add a new
class of shares designated as "Class B".

The section entitled "How to Buy Shares" applies generally to each
Fund's Class A, Class B, Class C and Class Y shares. In addition, the section
entitled "Distribution" is amended to reflect that both Class B and Class C
shares make payments in accordance with a Distribution plan adopted pursuant to
Rule 12b-1 under the Investment Company Act of 1940.

The "Class Y" shares of Evergreen Select Fixed Income Fund II will be
designated "Institutional Shares". In addition, the Fund will add a new class of
shares designated as "Institutional Service Shares".

The section entitled "The Distributor" is amended to reflect that the
Fund's Institutional Service Shares make payments in accordance with a
Distribution plan adopted pursuant to Rule 12b-1 under the Investment Company
Act of 1940.

October 15, 1999

<PAGE>

EVERGREEN EQUITY TRUST

PART C

Item 23 Exhibits

<TABLE>
<CAPTION>
Exhibit
Number Description Location
- ------- ----------- -----------
<S> <C> <C>
(a) Declaration of Trust Incorporated by reference to
Registrant's Registration Statement
Filed on October 8, 1997

(b) By-laws Incorporated by reference to
Registrant's Registration Statement
Filed on October 8, 1997

(c) Provisions of instruments defining the rights Incorporated by reference to Exhibits I and II
of holders of the securities being registered of Registrant's Registration Statement
are contained in the Declaration of Trust Filed on October 8, 1997
Articles II, III.(6)(c), VI.(3), IV.(8), V, VI,
VII, VIII and By-laws Articles II, III and VIII.

(d)(1) Investment Advisory and Management Incorporated by reference to
Agreement between the Registrant and First Post-Effective Amendment No. 4 to
Union National Bank Registrant's Registration Statement
Filed on March 12, 1998

(d)(2) Investment Advisory and Management Incorporated by reference to
Agreement between the Registrant and Evergreen Post-Effective Amendment No. 4 to
Asset Management Corp. Registrant's Registration Statement
Filed on March 12, 1998

(d)(3) Investment Advisory and Management Incorporated by reference to
Agreement between the Registrant and Post-Effective Amendment No. 4 to
Evergreen Investment Management Company Registrant's Registration Statement
(formerly Keystone Investment Management Filed on March 12, 1998
Company)

(d)(4) Investment Advisory and Management Incorporated by reference to
Agreement between the Registrant and Post-Effective Amendment No. 12 to
Meridian Investment Company Registrant's Registration Statement
Filed on February 1, 1999

(d)(5) Sub-advisory Agreement between Evergreen Asset Incorporated by reference to
Management Corp. and Lieber & Company Post-Effective Amendment No.9 to
Registrant's Registrant Statement
Filed on October 1, 1998

(d)(6) Portfolio Management Agreement between Incorporated by reference to
OppenheimerFunds, Inc. and First Union Post-Effective Amendment No. 12 to
National Bank Registrant's Registration Statement
Filed on February 1, 1999

(d)(7) Portfolio Management Agreement between Incorporated by reference to
MFS Institutional Advisors, Inc. and First Post-Effective Amendment No. 12 to
Union National Bank Registrant's Registration Statement
Filed on February 1, 1999

(d)(8) Portfolio Management Agreement between Incorporated by reference to
Putnam Investment Management, Inc. and First Post-Effective Amendment No. 12 to
Union National Bank Registrant's Registration Statement
Filed on February 1, 1999

(d)(9) Form of Investment Advisory and Management Contained herein
Agreement between the Registrant and Mentor
Investment Advisors, LLC

(e)(1) Class A and Class C Principal Underwriting Incorporated by reference to
Agreement between the Registrant and Evergreen Post-Effective Amendment No. 4 to
Distributor, Inc. Registrant's Registration Statement
Filed on March 12, 1998

(e)(2) Class B Principal Underwriting Agreement Incorporated by reference to
between the Registrant and Evergreen Investment Post-Effective Amendment No. 4 to
Services, Inc. (B-1) Registrant's Registration Statement
Filed on March 12, 1998

(e)(3) Class B Principal Underwriting Agreement Incorporated by reference to
between the Registrant and Evergreen Distributor, Post-Effective Amendment No. 4 to
Inc. (B-2) Registrant's Registration Statement
Filed on March 12, 1998

(e)(4) Class B Principal Underwriting Agreement Incorporated by reference to
between the Registrant and Evergreen Distributor, Post-Effective Amendment No. 4 to
Inc. (Evergreen/KCF) Registrant's Registration Statement
Filed on March 12, 1998

(e)(5) Class Y Principal Underwriting Agreement Incorporated by reference to
between the Registrant and Evergreen Distributor, Post-Effective Amendment No. 4 to
Inc. Registrant's Registration Statement
Filed on March 12, 1998

(e)(6) Principal Underwriting Agreement between Incorporated by reference to
the Registrant and Kokusai Securities Company Post-Effective Amendment No. 6 to
Limited Registrant's Registration Statement
Filed on July 31, 1998

(e)(7) Specimen Copy of Dealer Agreement used by Incorporated by reference to
Evergreen Distributor, Inc. Registrant's Pre-Effective Amendment No. 1
Filed on November 10, 1997

(e)(8) Principal Underwriting Agreement between Incorporated by reference to
the Registrant and Nomura Securities Company Post-Effective Amendment No. 6 to
Registrant's Registration Statement
Filed on July 31, 1998

(f) Deferred Compensation Plan Incorporated by reference to
Registrant's Pre-Effective Amendment No. 1
Filed on November 10, 1997

(g) Custodian Agreement between the Registrant Incorporated by reference to
and State Street Bank and Trust Company Post-Effective Amendment No. 4 to
Registrant's Registration Statement
Filed on March 12, 1998

(h)(1) Administration Agreement between the Incorporated by reference to
Registrant and Evergreen Investment Post-Effective Amendment No. 4 to
Services, Inc. Registrant's Registration Statement
Filed on March 12, 1998

(h)(2) Transfer Agent Agreement between the Incorporated by reference to
Registrant and Evergreen Service Company Post-Effective Amendment No. 4 to
Registrant's Registration Statement
Filed on March 12, 1998

(h)(3) Form of Administration Agreement between Contained herein
the Registrant and Evergeen Investment
Service, Inc. (10/15/99 Agreement)

(i)(1) Opinion and Consent of Sullivan & Worcester LLP Incorporated by reference to
Registrant's Post-Effective Amendment No. 2
Filed on December 12, 1997

(i)(2) Opinion and Consent of Sullivan & Worcester LLP Contained herein

(j)(1) Consent of KPMG LLP Incorporated by reference to
Domestic Growth Funds Registrant's Post-Effective Amendment No. 12
Filed on February 1, 1999

(j)(2) Consent of PricewaterhouseCoopers LLP Incorporated by reference to Registrant's
Domestic Growth Funds Post-Effective Amendment No. 12
Filed on February 1, 1999

(j)(3) Consent of Ernst & Young LLP Incorporated by reference to Registrant's
Domestic Growth Funds Post-Effective Amendment No. 12
Filed on February 1, 1999

(j)(4) Consent of KPMG LLP Incorporated by reference to Registrant's
Balanced Fund Post-Effective Amendment No. 16
Filed on July 29, 1999

(j)(5) Consent of PricewaterhouseCoopers LLP Incorporated by reference to Registrant's
Growth and Income Funds Post-Effective Amendment No. 9
Filed on September 30, 1998

(j)(6) Consent of KPMG LLP Incorporated by reference to Registrant's
Growth and Income Funds Post-Effective Amendment No. 9
Filed on September 30, 1998.

(j)(7) Consent of KPMG LLP Contained herein

(k) Not applicable

(l) Not applicable

(m)(1) 12b-1 Distribution Plan for Class A Incorporated by reference to
Post-Effective Amendment No. 4 to
Registrant's Registration Statement
Filed on March 12, 1998

(m)(2) 12b-1 Distribution Plan for Class B Incorporated by reference to
(KAF B-1) Post-Effective Amendment No. 4 to
Registrant's Registration Statement
Filed on March 12, 1998

(m)(3) 12b-1 Distribution Plan for Class B Incorporated by reference to
(KAF B-2) Post-Effective Amendment No. 4 to
Registrant's Registration Statement
Filed on March 12, 1998

(m)(4) 12b-1 Distribution Plan for Class B Incorporated by reference to
(KCF/Evergreen) Post-Effective Amendment No. 4 to
Registrant's Registration Statement
Filed on March 12, 1998

(m)(5) 12b-1 Distribution Plan for Class C Incorporated by reference to
Post-Effective Amendment No. 4 to
Registrant's Registration Statement
Filed on March 12, 1998

(n) Not applicable

(o) Multiple Class Plan Incorporated by reference to Post-Effective
Amendment No. 13 to Registrants's Registration
Statement filed on April 30, 1999
</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.

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 each Principal Underwriting
Agreement between Evergreen Distributor, Inc. and the Registrant.

Provisions for the indemnification of Evergreen Service Company, the
Registrant's transfer agent, are contained in the Master Transfer and
Recordkeeping Agreement between Evergreen Service Company and the Registrant.

Provisions for the indemnification of State Street Bank and 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 Adviser.

The Directors and principal executive officers of First Union National Bank
are:

Edward E. Crutchfield, Jr. Chairman and Chief Executive Officer,
First Union Corporation; Chief Executive
Officer and Chairman, First Union National
Bank

Anthony P. Terracciano President, First Union Corporation; President
First Union National Bank

John R. Georgius Vice Chairman, First Union Corporation;
Vice Chairman, First Union National Bank

Marion A. Cowell, Jr. Executive Vice President, Secretary &
General Counsel, First Union Corporation;
Secretary and Executive Vice President,
First Union National Bank

Robert T. Atwood Executive Vice President and Chief Financial
Officer, First Union Corporation; Chief
Financial Officer and Executive Vice
President, First Union National Bank

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 Keystone Investment Management Company) is
incorporated by reference to the Form ADV (File No. 801-8327) 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. 801-8327) of
Meridian Investment Company.

The information required by this item with respect to Mentor Investment
Advisors, LLC is incorporated by reference to the Form ADV (File No. 801-40384)
of Mentor Investment Advisors, LLC.

Item 27. Principal Underwriters.

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 10019.

The information required by this item with respect to Mentor Investment
Advisors, LLC is incorporated by reference to the Form ADV (File No. 801-40384)
of Mentor Investment Advisors, LLC.

The Registrant has not paid, directly or indirectly, any commissions or
other compensation 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 (formerly Keystone Investment
Management Company), all located at 200 Berkeley Street, Boston,
Massachusetts 02110

First Union National Bank, One First Union Center, 301 S. College Street,
Charlotte, North Carolina 28288

Evergreen Asset Management Corp., 2500 Westchester Avenue, Purchase,
New York 10577

Mentor Investment Advisors, LLC, 901 East Byrd Street, Richmond, Virginia
23219

Iron Mountain, 3431 Sharp Slot Road, Swansea, Massachusetts 02777

State Street Bank and Trust Company, 2 Heritage Drive, North Quincy,
Massachusetts 02171

Meridian Investment Co., 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 14th day of
October, 1999.

EVERGREEN 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 14th day of October, 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 and 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/ Maureen E. Towle
- -------------------------------
Maureen E. Towle
Attorney-in-Fact

*Maureen E. Towle, 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>
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940 the undersigned has duly caused this
Registrations Statement to be signed on its behalf by the undersigned, thereto
duly authorized, in the City of Richmond, and the Commonwealth of Virginia on
this 14th day of October, 1999.

MENTOR FUNDS

By: /s/ Paul F. Costello
---------------------------------
Name: Paul F. Costello
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 14th day of October, 1999.

<TABLE>
<CAPTION>
<S> <C> <C>
/s/ Paul F. Costello /s/ Terry L. Perkins /s/ Daniel J. Ludeman
- ------------------------------ ----------------------------- -------------------------------
Paul F. Costello Terry L. Perkins Daniel J. Ludeman*
President (Principal Treasurer (Principal Trustee
Executive Officer) Financial and Accounting Officer)

/s/ Arnold H. Dreyfuss /s/ Thomas F. Keller /s/ Peter J. Quinn, Jr.
- ------------------------------- -------------------------- ----------------------------
Arnold H. Dreyfuss* Thomas F. Keller* Peter J. Quinn, Jr.*
Trustee Trustee Trustee

/s/ Louis W. Moelchert, Jr. /s/ Troy A. Peery, Jr. /s/ J. Garnett Nelson
- --------------------------------- ------------------------------ ---------------------------------
Louis W. Moelchert, Jr.* Troy A. Peery, Jr.* J. Garnett Nelson*
Trustee Trustee Trustee

/s/ Arch T. Allen, III /s/ Weston E. Edwards /s/ Jerry R. Barrentine
- --------------------------------- ----------------------------- ------------------------------
Arch T. Allen, III* Weston E. Edwards* Jerry R. Barrentine*
Trustee Trustee Trustee

</TABLE>
*By /s/ Paul F. Costello
- ------------------------------
Paul F. Costello
Attorney-in-Fact

*Paul F. Costello, by signing his name hereto, does hereby sign this
document on behalf of each of the above-named individuals pursuant to powers of
attorney duly executed by such persons.

<PAGE>
SIGNATURES

AMERICA'S UTILITY FUND, INC.

By: /s/ Paul F. Costello
---------------------------------
Name: Paul F. Costello
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 14th day of October, 1999.

</TABLE>
*By /s/ Paul F. Costello
- ------------------------------
Paul F. Costello
Attorney-in-Fact

*Paul F. Costello, by signing his name hereto, does hereby sign this
document on behalf of each of the above-named individuals pursuant to powers of
attorney duly executed by such persons.
<PAGE>

INDEX TO EXHIBITS

Exhibit Number Exhibit
- -------------- -------
(d)(9) Form of Investment Advisory and Management Agreement
(h)(3) Form of Administrative Services Agreement
(i)(2) Opinion and Consent of Sullivan & Worcester LLP
(j)(7) Consents of KPMG LLP

[FORM OF INVESTMENT ADVISORY AND MANAGEMENT AGREEMENT]

AGREEMENT made the 15th day of October 1999, by and between EVERGREEN
EQUITY TRUST, a Delaware business trust (the "Trust") and MENTOR INVESTMENT
MANAGEMENT COMPANY, a national banking association (the "Adviser").

WHEREAS, the Trust and the Adviser wish to enter into an Agreement
setting forth the terms on which the Adviser will perform certain services for
the Trust, its series of shares as listed on Schedule 1 to this agreement and
each series of shares subsequently issued by the Trust (each singly a "Fund" or
collectively the "Funds").

THEREFORE, in consideration of the promises and the mutual agreements
hereinafter contained, the Trust and the Adviser agree as follows:

1. (a) The Trust hereby employs the Adviser to manage and administer
the operation of the Trust and each of its Funds, to supervise the provision of
the services to the Trust and each of its Funds by others, and to manage the
investment and reinvestment of the assets of each Fund of the Trust in
conformity with such Fund's investment objectives and restrictions as may be set
forth from time to time in the Fund's then current prospectus and statement of
additional information, if any, and other governing documents, all subject to
the supervision of the Board of Trustees of the Trust, for the period and on the
terms set forth in this Agreement. The Adviser hereby accepts such employment
and agrees during such period, at its own expense, to render the services and to
assume the obligations set forth herein, for the compensation provided herein.
The Adviser shall for all purposes herein be deemed to be an independent
contractor and shall, unless otherwise expressly provided or authorized, have no
authority to act for or represent the Trust in any way or otherwise be deemed an
agent of the Trust.

(b) In the event that the Trust establishes one or more Funds, in
addition to the Funds listed on Schedule 1, for which it wishes the Adviser to
perform services hereunder, it shall notify the Adviser in writing. If the
Adviser is willing to render such services, it shall notify the Trust in writing
and such Fund shall become a Fund hereunder and the compensation payable to the
Adviser by the new Fund will be as agreed in writing at the time.

2. The Adviser shall place all orders for the purchase and sale of
portfolio securities for the account of each Fund with broker-dealers selected
by the Adviser. In executing portfolio transactions and selecting
broker-dealers, the Adviser will use its best efforts to seek best execution on
behalf of each Fund. In assessing the best execution available for any
transaction, the Adviser shall consider all factors it deems relevant, including
the breadth of the market in the security, the price of the security, the
financial condition and execution capability of the broker-dealer, and the
reasonableness of the commission, if any (all for the specific transaction and
on a continuing basis). In evaluating the best execution available, and in
selecting the broker-dealer to execute a particular transaction, the Adviser may
also consider the brokerage and research services (as those terms are used in
Section 28(e) of the Securities Exchange Act of 1934 (the "1934 Act")) provided
to a Fund and/or other accounts over which the Adviser or an affiliate of the
Adviser exercises investment discretion. The Adviser is authorized to pay a
broker-dealer who provides such brokerage and research services a commission for
executing a portfolio transaction for a Fund which is in excess of the amount of
commission another broker-dealer would have charged for effecting that
transaction if, but only if, the Adviser determines in good faith that such
commission was reasonable in relation to the value of the brokerage and research
services provided by such broker-dealer viewed in terms of that particular
transaction or in terms of all of the accounts over which investment discretion
is so exercised.

3. The Adviser, at its own expense, shall furnish to the Trust office
space in the offices of the Adviser or in such other place as may be agreed upon
by the parties from time to time, all necessary office facilities, equipment and
personnel in connection with its services hereunder, and shall arrange, if
desired by the Trust, for members of the Adviser's organization to serve without
salaries from the Trust as officers or, as may be agreed from time to time, as
agents of the Trust. The Adviser assumes and shall pay or reimburse the Trust
for:
(a) the compensation (if any) of the Trustees of the Trust who are
affiliated with the Adviser or with its affiliates, or with any adviser retained
by the Adviser, and of all officers of the Trust as such, and

(b) all expenses of the Adviser incurred in connection with its
services hereunder.

The Trust assumes and shall pay all other expenses of the Trust and its
Funds, including, without limitation:

(a) all charges and expenses of any custodian or depository appointed
by the Trust for the safekeeping of the cash, securities and other property of
any of its Funds;

(b) all charges and expenses for bookkeeping and auditors;

(d) all fees of all Trustees of the Trust who are not affiliated with
the Adviser or any of its affiliates, or with any adviser retained by the
Adviser;

(e) all brokers' fees, expenses, and commissions and issue and transfer
taxes chargeable to a Fund in connection with transactions involving securities
and other property to which the Fund is a party;

(f) all costs and expenses of distribution of shares of its Funds
incurred pursuant to Plans of Distribution adopted under Rule 12b-1 under the
Investment Company Act of 1940 ("1940 Act");

(g) all taxes and trust fees payable by the Trust or its Funds to
Federal, state, or other governmental agencies;

(h) all costs of certificates representing shares of the Trust or its
Funds;

(i) all fees and expenses involved in registering and maintaining
registrations of the Trust, its Funds and of their shares with the Securities
and Exchange Commission (the "Commission") and registering or qualifying the
Funds' shares under state or other securities laws, including, without
limitation, the preparation and printing of registration statements,
prospectuses, and statements of additional information for filing with the
Commission and other authorities;

(j) expenses of preparing, printing, and mailing prospectuses and
statements of additional information to shareholders of each Fund of the Trust;

(k) all expenses of shareholders' and Trustees' meetings and of
preparing, printing, and mailing notices, reports, and proxy materials to
shareholders of the Funds;

(l) all charges and expenses of legal counsel for the Trust and its
Funds and for Trustees of the Trust in connection with legal matters relating to
the Trust and its Funds, including, without limitation, legal services rendered
in connection with the Trust and its Funds' existence, trust, and financial
structure and relations with its shareholders, registrations and qualifications
of securities under Federal, state, and other laws, issues of securities,
expenses which the Trust and its Funds has herein assumed, whether customary or
not, and extraordinary matters, including, without limitation, any litigation
involving the Trust and its Funds, its Trustees, officers, employees, or agents;

(m) all charges and expenses of filing annual and other reports with
the Commission and other authorities; and

(n) all extraordinary expenses and charges of the Trust and its Funds.

In the event that the Adviser provides any of these services or pays
any of these expenses, the Trust and any affected Fund will promptly reimburse
the Adviser therefor.

The services of the Adviser to the Trust and its Funds hereunder are
not to be deemed exclusive, and the Adviser shall be free to render similar
services to others.

4. As compensation for the Adviser's services to the Trust with respect
to each Fund during the period of this Agreement, the Trust will pay to the
Adviser a fee at the annual rate set forth on Schedule 2 for such Fund.

The Adviser's fee is computed as of the close of business on each
business day.

A pro rata portion of the Trust's fee with respect to a Fund shall be
payable in arrears at the end of each day or calendar month as the Adviser may
from time to time specify to the Trust. If and when this Agreement terminates,
any compensation payable hereunder for the period ending with the date of such
termination shall be payable upon such termination. Amounts payable hereunder
shall be promptly paid when due.

5. The Adviser may enter into an agreement to retain, at its own
expense, a firm or firms ("SubAdviser") to provide the Trust with respect to all
or any of its Funds all of the services to be provided by the Adviser hereunder,
if such agreement is approved as required by law. Such agreement may delegate to
such SubAdviser all of Adviser's rights, obligations, and duties hereunder.

6. The Adviser shall not be liable for any error of judgment or mistake
of law or for any loss suffered by the Trust or any of its Funds in connection
with the performance of this Agreement, except a loss resulting from the
Adviser's willful misfeasance, bad faith, gross negligence, or from reckless
disregard by it of its obligations and duties under this Agreement. Any person,
even though also an officer, Director, partner, employee, or agent of the
Adviser, who may be or become an officer, Trustee, employee, or agent of the
Trust, shall be deemed, when rendering services to the Trust or any of its Funds
or acting on any business of the Trust or any of its Funds (other than services
or business in connection with the Adviser's duties hereunder), to be rendering
such services to or acting solely for the Trust or any of its Funds and not as
an officer, Director, partner, employee, or agent or one under the control or
direction of the Adviser even though paid by it.

7. The Trust shall cause the books and accounts of each of its Funds to
be audited at least once each year by a reputable independent public accountant
or organization of public accountant or organization of public accountants who
shall render a report to the Trust.

8. Subject to and in accordance with the Declaration of Trust of the
Trust, the governing documents of the Adviser and the governing documents of any
SubAdviser, it is understood that Trustees, Directors, officers, agents and
shareholders of the Trust or any Adviser are or may be interested in the Adviser
(or any successor thereof) as Directors and officers of the Adviser or its
affiliates, as stockholders of First Union Corporation or otherwise; that
Directors, officers and agents of the Adviser and its affiliates or stockholders
of First Union Corporation are or may be interested in the Trust or any Adviser
as Trustees, Directors, officers, shareholders or otherwise; that the Adviser
(or any such successor) is or may be interested in the Trust or any SubAdviser
as shareholder, or otherwise; and that the effect of any such adverse interests
shall be governed by the Declaration of Trust of the Trust, governing documents
of the Adviser and governing documents of any SubAdviser.

9. This Agreement shall continue in effect for two years from the date
set forth above and after such date (a) such continuance is specifically
approved at least annually by the Board of Trustees of the Trust or by a vote of
a majority of the outstanding voting securities of the Trust, and (b) such
renewal has been approved by the vote of the majority of Trustees of the Trust
who are not interested persons, as that term is defined in the 1940 Act, of the
Adviser or of the Trust, cast in person at a meeting called for the purpose of
voting on such approval.

10. On sixty days' written notice to the Adviser, this Agreement may be
terminated at any time without the payment of any penalty by the Board of
Trustees of the Trust or by vote of the holders of a majority of the outstanding
voting securities of the unaffected Funds; and on sixty days' written notice to
the Trust, this Agreement may be terminated at any time without the payment of
any penalty by the Adviser. This Agreement shall automatically terminate upon
its assignment (as that term is defined in the 1940 Act). Any notice under this
Agreement shall be given in writing, addressed and delivered, or mailed postage
prepaid, to the other party at the main office of such party.

11. This Agreement may be amended at any time by an instrument in
writing executed by both parties hereto or their respective successors, provided
that with regard to amendments of substance such execution by the Trust shall
have been first approved by the vote of the holders of a majority of the
outstanding voting securities of the affected Funds and by the vote of a
majority of Trustees of the Trust who are not interested persons (as that term
is defined in the 1940 Act) of the Adviser, any predecessor of the Adviser, or
of the Trust, cast in person at a meeting called for the purpose of voting on
such approval. A "majority of the outstanding voting securities of the Trust or
the affected Funds" shall have, for all purposes of this Agreement, the meaning
provided therefor in the 1940 Act.

12. Any compensation payable to the Adviser hereunder for any period
other than a full year shall be proportionately adjusted.

13. The provisions of this Agreement shall be governed, construed, and
enforced in accordance with the laws of The State of Delaware.

IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement on the day and year first above written.

EVERGREEN EQUITY TRUST

By:
Name:
Title:

MENTOR INVESTMENT ADVISORS, LLC

By:
Name:
Title:

<PAGE>

Schedule 1

<PAGE>

Schedule 2

[FORM OF ADMINISTRATIVE SERVICES AGREEMENT]

This Administrative Services Agreement is made as of this 15th day of
October, 1999 between Evergreen Equity Trust , a Delaware business trust (herein
called the "Trust"), and Evergreen Investment Services, Inc., a Delaware
corporation (herein called "EIS").

W I T N E S S E T H:

WHEREAS, Trust is a Massachusetts business trust consisting of one or
more portfolios which operates as an open-end management investment company and
is so registered under the Investment Company Act of 1940; and

WHEREAS, the Trust desires to retain EIS as its Administrator to
provide it with administrative services and EIS is willing to render such
services.

NOW, THEREFORE, in consideration of the premises and mutual covenants
set forth herein, the parties hereto agree as follows:

1. APPOINTMENT OF ADMINISTRATOR. The Trust hereby appoints EIS as Administrator
of the Trust and each of its portfolios listed on SCHEDULE A attached hereto on
the terms and conditions set forth in this Agreement; and EIS hereby accepts
such appointment and agrees to perform the services and duties set forth in
Section 2 of this Agreement in consideration of the compensation provided for in
Section 4 hereof.

2. SERVICES AND DUTIES. As Administrator, and subject to the supervision and
control of the Trustees of the Trust, EIS will hereafter provide facilities,
equipment and personnel to carry out the following administrative services for
operation of the business and affairs of the Trust and each of its portfolios:

(a) Prepare, file and maintain the Trust's governing documents,
including the Declaration of Trust (which has previously been prepared
and filed), the By laws, minutes of meetings of Trustees and
shareholders, and proxy statements for meetings of shareholders;

(b) Prepare and file with the Securities and Exchange Commission and
the appropriate state securities authorities the registration
statements for the Trust and the Trust's shares and all amendments
thereto, reports to regulatory authorities and shareholders,
prospectuses, proxy statements, and such other documents as may be
necessary or convenient to enable the Trust to make a continuous
offering of its shares;

(c) Prepare, negotiate and administer contracts on behalf of the Trust
with, among others, the Trust's distributor, and custodian and transfer
agent;

(d) Supervise the Trust's fund accounting agent in the maintenance of
the Trust's general ledger and in the preparation of the Trust's
financial statements, including oversight of expense accruals and
payments and the determination of the net asset value of the Trust's
assets and of the Trust's shares, and of the declaration and payment of
dividends and other distributions to shareholders;

(e) Calculate performance data of the Trust for dissemination to
information services covering the investment company industry;

(f) Prepare and file the Trust's tax returns;

(g) Examine and review the operations of the Trust's custodian and
transfer agent;

(h) Coordinate the layout and printing of publicly disseminated
prospectuses and reports;

(i) Prepare various shareholder reports;

(j) Assist with the design, development and operation of
new portfolios of the Trust;

(k) Coordinate shareholder meetings;

(l) Provide general compliance services; and

(m) Advise the Trust and its Trustees on matters concerning the
Trust and its affairs.

The foregoing, along with any additional services that EIS shall agree
in writing to perform for the Trust hereunder, shall hereafter be referred to as
"Administrative Services." Administrative Services shall not include any duties,
functions, or services to be performed for the Trust by the Trust's investment
adviser, distributor, custodian or transfer agent pursuant to their agreements
with the Trust.

3. EXPENSES. EIS shall be responsible for expenses incurred in providing office
space, equipment and personnel as may be necessary or convenient to provide the
Administrative Services to the Trust. The Trust shall be responsible for all
other expenses incurred by EIS on behalf of the Trust, including without
limitation postage and courier expenses, printing expenses, registration fees,
filing fees, fees of outside counsel and independent auditors, insurance
premiums, fees payable to Trustees who are not EIS employees, and trade
association dues.

4. COMPENSATION. For the Administrative Services provided, the Trust hereby
agrees to pay and EIS hereby agrees to accept as full compensation for its
services rendered hereunder an administrative fee, calculated daily and payable
monthly, at an annual rate determined in accordance with Schedule B attached
hereto.

Each portfolio of the Trust shall pay a portion of the administrative
fee equal to the rate determined above times that portfolio's average annual
daily net assets.

5. RESPONSIBILITY OF ADMINISTRATOR. EIS shall not be liable for any error of
judgment or mistake of law or for any loss suffered by the Trust in connection
with the matters to which this Agreement relates, except a loss resulting from
willful misfeasance, bad faith or gross negligence on its part in the
performance of its duties or from reckless disregard by it of its obligations
and duties under this Agreement. EIS shall be entitled to rely on and may act
upon advice of counsel (who may be counsel for the Trust) on all matters, and
shall be without liability for any action reasonably taken or omitted pursuant
to such advice. Any person, even though also an officer, director, partner,
employee or agent of EIS, who may be or become an officer, trustee, employee or
agent of the Trust, shall be deemed, when rendering services to the Trust or
acting on any business of the Trust (other than services or business in
connection with the duties of EIS hereunder) to be rendering such services to or
acting solely for the Trust and not as an officer, director, partner, employee
or agent or one under the control or direction of EIS even though paid by EIS.

6. DURATION AND TERMINATION.

(a) This Agreement shall be in effect until December 31, 1999, and
shall continue in effect from year to year thereafter, provided it is
approved, at least annually, by a vote of a majority of Trustees of the
Trust including a majority of the disinterested Trustees.

(b) This Agreement may be terminated at any time, without payment of
any penalty, on sixty (60) day's prior written notice by a vote of a
majority of the Trust's Trustees or by EIS.

7. AMENDMENT. No provision of this Agreement may be changed, waived, discharged
or terminated orally, but only by an instrument in writing signed by the party
against which an enforcement of the change, waiver, discharge or termination is
sought.

8. NOTICES. Notices of any kind to be given to the Trust hereunder by
EIS shall be in writing and shall be duly given if delivered to the Trust
at: 200 Berkeley Street, Boston, MA 02116, Attention: Secretary. Notices
of any kind to be given to EIS hereunder by the Trust shall be in writing and
shall be duly given if delivered to EIS at 200 Berkeley Street, Boston,
Massachusetts 02116. Attention: Chief Administrative Officer.

9. LIMITATION OF LIABILITY. EIS is hereby expressly put on notice of the
limitation of liability as set forth in the Declaration of Trust and agrees that
the obligations pursuant to this Agreement of a particular portfolio and of the
Trust with respect to that particular portfolio be limited solely to the assets
of that particular portfolio, and EIS shall not seek satisfaction of any such
obligation from the assets of any other portfolio, the shareholders of any
portfolio, the Trustees, officers, employees or agents of the Trust, or any of
them.

10. MISCELLANEOUS. 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 construction or effect. If any provision of this
Agreement shall be held or made invalid by a court or regulatory agency
decision, statute, rule or otherwise, the remainder of this Agreement shall not
be affected thereby. Subject to the provisions of Section 5 hereof, this
Agreement shall be binding upon and shall inure to the benefit of the parties
hereto and their respective successors and shall be governed by Delaware law;
provided, however, that nothing herein shall be construed in a manner
inconsistent with the Investment Company Act of 1940 or any rule or regulation
promulgated by the Securities and Exchange Commission thereunder.

IN WITNESS WHEREOF, the parties hereto have caused this Administrative
Services Agreement to be executed by their officers designated below as of the
day and year first above written.

MENTOR FUNDS

ATTEST: __________________________ By: _______________________________
NAME:
TITLE:

AMERICA'S UTILITY FUND, INC.

ATTEST: __________________________ By: _______________________________
NAME:
TITLE:

EVERGREEN INVESTMENT SERVICES, INC.

ATTEST: __________________________ By: _______________________________
NAME:
TITLE:

<PAGE>

SCHEDULE A

<PAGE>

SCHEDULE A

<PAGE>

SCHEDULE B

SULLIVAN & WORCESTER LLP
1025 CONNECTICUT AVENUE, N.W.
WASHINGTON, D.C. 20036
TELEPHONE: (202) 775-8190
FACSIMILE: (202) 293-2275

767 THIRD AVENUE ONE POST OFFICE SQUARE
NEW YORK, NEW YORK 10017 BOSTON, MASSACHUSETTS 02109
TELEPHONE: (212) 486-8200 TELEPHONE: (617) 338-2800
FACSIMILE: (212) 758-2151 FACSIMILE: (617) 338-2880

Evergreen Equity Trust
Evergreen Fixed Income Trust
Evergreen Municipal Trust
Evergreen International Trust
Evergreen Select Fixed Income Trust
Evergreen Select Money Market Trust
200 Berkeley Street
Boston, Massachusetts 02116

Registration Statements of the Above-Named
Delaware Business Trusts as Successors
to Various Registered Investment Companies
as Described in Certain
Proxy Materials Dated August 27, 1999

Ladies and Gentlemen:

You have requested our opinion with respect to certain matters of Delaware
law in connection with the registration statements on Forms N-1A (each a
"Registration Statement" and together, the "Registration Statements") under the
Securities Act of 1933, as amended (the "Securities Act") of Evergreen Equity
Trust, Evergreen Fixed Income Trust, Evergreen Municipal Trust, Evergreen
International Trust, Evergreen Select Fixed Income Trust, and Evergreen Select
Money Market Trust (each a "Trust and together, the "Trusts") in connection with
the succession, pursuant to Rule 414 under the Securities Act, of the Trusts to
the registration statements of certain registered open-end management investment
companies (the "Original Funds") advised by First Union National Bank or its
affiliates, and relating to an indefinite number of the shares of beneficial
interest of the Trusts authorized by the respective Agreements and Declarations
of Trust of the Trusts to be issued to the Original Funds (the "Shares").

We have reviewed the actions taken by the Trustees of the respective Trusts
to organize each Trust and to authorize the issuance and sale of the Shares. In
this connection we have examined the Agreement and Declaration of Trust and
By-Laws of each Trust, the Registration Statements, including the prospectuses
and statements of additional information forming a part thereof, certificates of
officers of the respective Trusts and of public officials as to matters of fact,
and such other documents and instruments, certified or otherwise identified to
our satisfaction, and such questions of law and fact, as we have considered
necessary or appropriate for the purpose of rendering the opinions expressed
herein. In such examination we have assumed, without independent verification,
the genuineness of all signatures (whether original or photostatic), the
authenticity of all documents submitted to us as originals, and the conformity
to authentic original documents of all documents submitted to us as certified or
photostatic copies. As to all questions of fact material to such opinions, we
have relied upon the representations contained in the certificates referred to
above. We have assumed, without independent verification, the accuracy of the
relevant facts stated therein.

We are admitted to the Bars of The Commonwealth of Massachusetts and the
District of Columbia and generally do not purport to be familiar with the laws
of the State of Delaware. To the extent that the conclusions based on the laws
of the State of Delaware are involved in the opinions set forth herein below, we
have relied, in rendering such opinions, upon our examination of Chapter 38 of
Title 12 of the Delaware Code Annotated, as amended, entitled "Treatment of
Delaware Business Trusts" (the "Delaware business trust law") and on our
knowledge of interpretation of analogous common law of The Commonwealth of
Massachusetts.

This letter expresses our opinion as to the provisions of each Trust's
Agreement and Declaration of Trust, but does not extend to the Delaware Uniform
Securities Act, or to other federal or state securities laws or other federal
laws.

Based upon the foregoing and subject to the qualifications set forth
herein, we hereby advise you that, in our opinion:

1. Each Trust is validly existing as a trust with transferable shares under
the laws of the State of Delaware.

2. Each Trust is authorized to issue an unlimited number of shares of
beneficial interest, $.001 par value per share; the Shares have been duly and
validly authorized by all action of the Trustees of the Trust, and no action of
the shareholders of the Trust is required in such connection.

3. When issued and paid for as described in each Registration Statement,
the Shares will be fully paid and nonassessable by any Trust.

We hereby consent to the filing of this opinion as an exhibit to each
Registration Statement. In giving such consent, we do not thereby admit that we
come within the category of persons whose consent is required under Section 7 of
the Securities Act of 1933, as amended, or the rules and regulations promulgated
thereunder.

Very truly yours,

/s/ Sullivan & Worcester LLP
Sullivan & Worcester LLP

CONSENT OF INDEPENDENT AUDITORS

The Trustees and Shareholders
Mentor Funds

We consent to the use of our report, dated November 20, 1998, incorporated
herein by reference.

/s/ KPMG LLP

KPMG LLP

Boston, Massachusetts
October 14, 1999

CONSENT OF INDEPENDENT AUDITORS

The Board of Directors and Shareholders
America's Utility Fund, Inc.

We consent to the use of our report, dated February 12, 1999, incorporated
herein by reference.

/s/KPMG LLP

KPMG LLP

Boston, Massachusetts
October 14, 1999