1933 Act File No. 333-36019
1940 Act File No. 811-08365
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A EL/A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT
OF 1933 [X]
Pre-Effective Amendment No. 1 [X]
Post-Effective Amendment No. [ ]
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and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT
COMPANY ACT OF 1940 [X]
Amendment No. 1 [X]
---
EVERGREEN SELECT FIXED INCOME TRUST
(Exact Name of Registrant as Specified in Charter)
200 Berkeley Street, Boston, Massachusetts 02116-5034
(Address of Principal Executive Offices)
(617) 210-3200
(Registrant's Telephone Number)
Dorothy E. Bourassa, Esquire
200 Berkeley Street
Boston, Massachusetts 02116
(Name and Address of Agent for Service)
Registrant has filed a declaration pursuant to Rule 24f-2 promulgated
under the Investment Company Act of 1940 registering an indefinite number or
amount of shares under the Securities Act of 1933, as amended.
Approximate Date of Proposed Offering:
As soon as practicable after the effective date
of the Registration Statement.
<PAGE>
EVERGREEN SELECT FIXED INCOME TRUST
CONTENTS OF
REGISTRATION STATEMENT ON
FORM N-1A
This Registration Statement on Form N-1A of the Registrant consists of the
following pages, items of information and documents, together with the exhibits
indicated in Part C as being filed herewith:
Facing Sheet
Contents Page
Cross-Reference Sheet
PART A
Prospectuses of Evergreen Fixed Income Funds
Prospectuses of Evergreen Limited Duration Fund
Prospectuses of Evergreen Tax Exempt Bond Fund
PART B
Statements of Additional Information
PART C
Exhibits
Number of Security Holders
Indemnification
Business and Other Connections of Investment Advisers
Principal Underwriter
Location of Accounts and Records
Signatures
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EVERGREEN SELECT FIXED INCOME TRUST
CROSS REFERENCE SHEET
Pursuant to Rule 481(a) under the Securities Act of 1933
ITEM OF PART A OF FORM N-1A LOCATION IN PROSPECTUS
1. Cover Page Cover Page
2. Synopsis and Fee Table Cover Page; Expenses
3. Condensed Financial Not applicable.
Information
4. General Description of Cover Page; Fund Details
Registrant
5. Management of the Fund Fund Details
6. Capital Stock and Other Fund Details; Buying and
Securities Selling Shares
7. Purchase of Securities Buying and Selling
Being Offered Shares
8. Redemption or Repurchase Buying and Selling
Shares
9. Pending Legal Proceedings Not Applicable.
ITEM IN PART B OF FORM N-1A LOCATION IN STATEMENT OF
ADDITIONAL INFORMATION
10. Cover Page Cover Page
11. Table of Contents Table of Contents
12. General Information and Not Applicable.
History
13. Investment Objectives and Securities and Investment
Policies Practices; Investment
Restrictions and Guidelines
14. Management of the Fund Investment Advisory
Services
15. Control Persons and Control Persons and
Principal Holders of Principal Holders of
Securities Securities
16. Investment Advisory and Investment Advisory and
Other Services Other Services
17. Brokerage Allocation Brokerage Allocation and
Other Practices
18. Capital Stock and Other Description of Shares;
Securities Voting Rights; Limitation
of Trustees' Liability
19. Purchase, Redemption and Purchase, Redemption and
Pricing of Securities Pricing of Securities Being
Being Offered Offered
20. Tax Status Additional Tax Information
21. Underwriters Principal Underwriter
22. Calculation of Calculation of Performance
Performance Data Data
23. Financial Statements Not
applicable.
<PAGE>
EVERGREEN SELECT FIXED INCOME TRUST
PART A
PROSPECTUS(ES)
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PROSPECTUS November , 1997
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[Evergreen Logo appears here]
EVERGREEN SELECT FIXED INCOME TRUST
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Evergreen Select Core Bond Fund
Evergreen Select Fixed Income Fund
Evergreen Select Income Plus Fund
Evergreen Select Intermediate Bond Fund
(Each a "Fund," together the "Funds")
INSTITUTIONAL SHARES
This prospectus explains important information about the Institutional
Shares of the Evergreen Select Fixed Income Trust, including how the Funds
invest and services available to shareholders. Please read this prospectus
before investing, and keep it for future reference.
When you consider investing in a Fund, remember that the higher the risk
of losing money, the higher the potential reward. The reverse is also generally
true: the lower the risk, the lower the potential reward.
By itself, no Fund is a complete investment plan. When considering an
investment in any of the Funds, remember to consider your overall investment
objectives and any other investments you own. You should also carefully
evaluate your ability to handle the risks posed by your investment in the
Funds. You can find information on the risks associated with investing in the
Funds under the section called "Fund Descriptions."
To learn more about the Evergreen Select Fixed Income Trust, call
1-800-633-2700 for a free copy of the Funds' statement of additional
information ("SAI") dated November , 1997 as supplemented from time to time.
The Funds have filed the SAI with the Securities and Exchange Commission and
have incorporated it by reference (legally included it) into this prospectus.
Please remember that shares of the Funds are:
o Not deposits or obligations of any bank.
o Not endorsed or guaranteed by any bank.
o Not insured or otherwise protected by the Federal Deposit Insurance
Corporation or any other agency.
o Subject to investment risks, including possible loss of the principal amount.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
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TABLE OF CONTENTS
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<TABLE>
<S> <C>
EXPENSES 3
FUND DESCRIPTIONS 3
Each Fund's Investment Objective 3
Each Fund's Investment Approach 4
Securities and Investment Practices
Used By Each Fund 4
BUYING AND SELLING SHARES 7
How To Buy Shares 7
How To Redeem Shares 7
Additional Transaction Policies 8
Exchanges 8
Dividends 9
Taxes 9
Shareholder Services 9
<S> <C>
FUND DETAILS 9
Fund Organization and Service
Providers 9
Other Information and Policies 12
Fund Performance 13
</TABLE>
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EXPENSES
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The tables and examples below are designed to help you understand the
various expenses that you will bear, directly or indirectly, when you invest in
the Funds. Shareholder transaction expenses are fees paid directly from your
account when you buy or sell shares of a Fund. There are no shareholder
transaction expenses.
Annual operating expenses reflect the normal operating expenses of a Fund,
and include costs such as management, distribution and other fees. The table
below shows the Funds' estimated annual operating expenses for the fiscal
period ending September 30, 1998. Each Fund's example shows what you would pay
if you invested $1,000 over the periods indicated. The examples assume that you
reinvest all of your dividends and that each Fund's average annual return will
be 5%. The examples are for illustration purposes only and should not be
considered a representation of past or future expenses or annual return. The
Funds' actual expenses and returns will vary. For a more complete description
of the various costs and expenses borne by the Funds see "Fund Details."
<TABLE>
<S> <C> <C> <C> <C>
Management Other Total Operating
Fees Expenses Expenses (After
Annual Fund Operating Expenses (After Expense 12b-1 (After Expense Expense Waivers or
(as a percentage of average daily net assets) Waivers)1 Fees Reimbursements) Reimbursements)1
Evergreen Select Core Bond Fund 0.30% None 0.12% 0.42%
Evergreen Select Fixed Income Fund 0.40% None 0.12% 0.52%
Evergreen Select Income Plus Fund 0.40% None 0.11% 0.51%
Evergreen Select Intermediate Bond Fund 0.30% None 0.10%1 0.40%
Example of Fund Expenses 1 year 3 years
Evergreen Select Core Bond Fund $ 4 $ 13
Evergreen Select Fixed Income Fund $ 5 $ 17
Evergreen Select Income Plus Fund $ 5 $ 16
Evergreen Select Intermediate Bond Fund $ 4 $ 13
</TABLE>
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(1) The Fund's investment adviser has voluntarily agreed to waive 0.10% of the
Fund's investment advisory fee. Without such waivers each Management Fee
set forth above would be 0.10% higher. The investment adviser currently
intends to continue this expense waiver through November 30, 1998;
however, it may modify or cancel its expense waiver at any time. See "Fund
Details" for more information. In addition, the investment adviser has
limited the Other Expenses of Evergreen Select Intermediate Bond Fund to
0.10%. Absent expense waivers and/or reimbursements, the Total Operating
Expenses for each of the Funds would be as follows:
<TABLE>
<S> <C>
Fund Total Fund Operating Expenses
Evergreen Select Core Bond Fund 0.52%
Evergreen Select Fixed Income Fund 0.62%
Evergreen Select Income Plus Fund 0.61%
Evergreen Select Intermediate Bond Fund 0.63%
</TABLE>
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FUND DESCRIPTIONS
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EACH FUND'S INVESTMENT OBJECTIVE
Evergreen Select Core Bond Fund seeks to maximize total return. The Fund
is managed pursuing a controlled risk approach which uses duration adjustments,
sector composition and security selection in an effort to exceed the return of
its benchmark, the Lehman Brothers Aggregate Bond Index.
Evergreen Select Fixed Income Fund seeks a high level of current income
and a potential for capital appreciation. As a secondary objective, the Fund
seeks preservation of capital. The Fund seeks a return that exceeds the return
of its benchmark, the Lehman Brothers Intermediate Government/Corporate Bond
Index.
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Evergreen Select Income Plus Fund seeks a high level of current income and
a potential for capital appreciation. The Fund seeks a return that exceeds the
return of its benchmark, the Lehman Brothers Government/ Corporate Bond Index.
Evergreen Select Intermediate Bond Fund seeks to maximize total return.
The Fund is managed pursuing a controlled risk approach which uses duration
adjustments, sector composition and security selection in an effort to exceed
the return of its benchmark, the Lehman Brothers Intermediate
Government/Corporate Bond Index. The Fund currently expects the dollar weighted
average maturity of its investments to range from two to six years.
Each Fund's investment objective(s) are nonfundamental. As a result, a
Fund may change its objective(s) without a shareholder vote. Each Fund has also
adopted certain fundamental investment policies which are mainly designed to
limit a Fund's exposure to risk. A Fund's fundamental policies cannot be
changed without a shareholder vote. See the SAI for more information regarding
a Fund's fundamental investment policies or other related investment policies.
EACH FUND'S INVESTMENT APPROACH
Each Fund invests at least 65% of its assets in investment grade debt
securities (including convertible securities) of the U.S. government and its
agencies and instrumentalities; foreign governments and their subdivisions,
agencies and instrumentalities; domestic and foreign corporations; and
obligations of international agencies or supranational entities. Each of the
Funds will invest only in U.S. dollar denominated securities.
Each Fund may invest in a variety of derivative instruments that are
consistent with its investment objective(s) and policies, including options,
futures and options on futures. The Funds may also invest in mortgage-backed
and other asset-backed securities, inflation-indexed bonds, structured notes,
loan participations, interest rate swaps and index swaps. For more information,
see "Derivatives" and "Mortgage-Backed Securities" below.
Each Fund may lend portfolio securities and enter into repurchase and
reverse repurchase agreements, forward commitment and when-issued transactions.
Each Fund may also invest up to 35% of its assets in high-yield, high-risk
bonds. See "High-yield, High-risk Bonds" below.
Each Fund may invest for temporary defensive purposes up to 100% of its
assets in short-term obligations. Such obligations may include master demand
notes, commercial paper and notes, bank deposits and other financial
institution obligations.
SECURITIES AND INVESTMENT PRACTICES USED BY EACH FUND
You can find more information about the types of securities in which a
Fund may invest, the types of investment techniques a Fund may employ in
pursuit of its objective and a summary of related risks set forth below. The
Funds' SAI contains additional information about these investments and
investment techniques.
Debt Securities. Each Fund may invest in bonds or other instruments used by
corporations or governments to borrow money from investors, including all kinds
of convertible securities. When a Fund buys a debt security, it expects to earn
a variable or fixed rate of interest and it expects the issuer to repay the
amount borrowed at maturity. Some debt securities, such as zero coupon bonds,
do not pay current interest, but are purchased at a discount from their face
values. The main risks of investing in debt securities are:
o Interest Rate Risk: The risk that a bond's prices will fall when
interest rates rise, and vice versa. Debt securities have varying levels
of sensitivity to interest rates. Longer-term bonds are generally more
sensitive to changes in interest rates than short term bonds.
o Credit Risk: The chance that the issuer of a bond will have its credit
rating downgraded or will default (fail to make scheduled interest and
principal payments), potentially reducing the Fund's income and/or share
price.
Debt securities have varying degrees of quality. Investment grade bonds
are generally rated within the four highest grades as determined by Standard &
Poor's Ratings Group ("S & P") (AAA, AA, A or BBB), Moody's Investors Service
("Moody's") (Aaa, Aa, A or Baa), or Fitch Investors Service, L.P. ("Fitch")
(AAA, AA, A or BBB) or their
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respective equivalent ratings or, if not rated or rated by another system,
determined by the Fund's adviser to be of equivalent credit quality to
securities so rated. For information on below-investment grade bonds, see
"High-yield, High-risk Bonds" below. Investment grade bonds are regarded as
having a greater capacity to pay interest and repay principal. However, adverse
economic conditions, or changing circumstances may to lead to a weakened
capacity to pay interest and repay principal than higher-rated bonds.
Each Fund is not required to sell or otherwise dispose of any security
that loses its rating or has its rating reduced after the Fund has purchased
it. Also, if S&P, Moody's or Fitch changes its ratings system, each Fund will
try to use comparable ratings as standards according to the Fund's investment
objectives and policies.
United States ("U.S.") Government Securities. Each Fund may buy debt securities
that are issued or guaranteed by the U.S. Treasury or by an agency or
instrumentality of the U.S. government. Some U.S. government securities, such
as Treasury bills, notes and bonds, are supported by the full faith and credit
of the U.S. Others, however, are supported only by the credit of the
instrumentality or by the right of the instrumentality to borrow from the U.S.
government. While U.S. government securities are guaranteed as to principal and
interest, their market value is not guaranteed. Generally, U.S. government
securities are subject to the same interest rate and credit risks as other
fixed-income securities. However, since U.S. government securities are of the
highest credit quality, the credit risk is minimal. The U.S. government does
not guarantee the net asset value of the Funds' shares.
Foreign Securities. Each Fund may buy U.S. dollar denominated obligations of
foreign governments and corporations. Because foreign markets operate
differently than the U.S. market, a Fund investing abroad will encounter risks
not normally associated with U.S. companies. For example, information about
foreign corporate securities is frequently less available than information
about U.S. securities, which may reduce the reliability of investment decisions
regarding foreign securities. Political or financial problems more likely to
occur in foreign countries may cause foreign investments to lose money. Foreign
markets may be less liquid than U.S. markets. Foreign issuers may not be
subject to the same accounting, auditing and financial reporting standards and
practices as U.S. issuers, making it more difficult to value the investment.
Foreign governments may regulate or supervise foreign issuers less than in the
U.S. All of these factors can make foreign investments more volatile than U.S.
investments.
Mortgage-Backed Securities. A mortgage-backed security represents an interest
in a "pool" of commercial or residential mortgages. Payments of interest and
principal made by the individual borrowers on the mortgages that underlie the
securities are passed through to the Fund. Each Fund may invest in
mortgage-backed securities and other complex asset backed securities, including
collateralized mortgage obligations and stripped mortgage-backed securities.
Early repayment of the mortgages underlying the securities may expose a
fund to a lower rate of return when it reinvests the principal. The rate of
prepayments will affect the price and volatility of the mortgage-backed
security and may have the effect of shortening or extending the effective
maturity beyond what a fund anticipated at the time of purchase.
Like other debt securities, changes in interest rates generally affect the
value of a mortgage-backed security. Additionally, some mortgage-backed
securities may be structured so that they may be particularly sensitive to
interest rates and difficult to predict.
High-yield, High-risk Bonds. High-yield, high-risk bonds (commonly called "junk
bonds") are bonds rated BB or lower by S&P or Fitch or Ba by Moody's or, if
unrated or rated under another system, are of comparable quality to obligations
so rated as determined by a Fund's investment adviser. Since these bonds have a
low rating, a degree of doubt surrounds the ability of the issuer to continue
interest payments. High-yield, high-risk bonds are usually backed by issuers of
less proven or questionable financial strength. Compared with higher grade
bonds, issuers of high-yield, high-risk bonds are more likely to face financial
problems and to be materially affected by those problems. As a result, the
ability of issuers of high-yield, high-risk bonds to pay interest and principal
is uncertain. Moreover, the value of a high-yield, high-risk bond may react
strongly to real or perceived unfavorable news about an issuer or the economy.
If a high-yield, high-risk bond issuer defaults, the bond will lose some or all
of its value.
Derivatives. Derivatives are financial contracts whose value is based on an
underlying asset, such as a stock or a bond, or an underlying economic factor,
such as an index or an interest rate.
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Each Fund may invest in derivatives only if the expected risks and rewards
are consistent with its objectives and policies. The Funds may use futures and
options for hedging purposes only, not for speculation.
Losses from derivatives can sometimes be substantial. This is true partly
because small price movements in the underlying asset can result in immediate
and substantial gains or losses in the value of the derivative. Derivatives can
also cause a Fund to lose money if the Fund fails to correctly predict the
direction in which the underlying asset or economic factor will move.
Borrowing. Each Fund may borrow from banks in an amount up to 33 1/3% of its
total assets, taken at market value. A Fund may only borrow as a temporary
measure for extraordinary or emergency purposes such as the redemption of Fund
shares. A Fund will not purchase securities while borrowings are outstanding
except to exercise prior commitments and to exercise subscribtion rights.
Securities Lending. To generate income and offset expenses, each Fund may lend
securities to broker-dealers and other financial institutions. Loans of
securities by a Fund may not exceed 30% of the value of the Fund's total
assets. While securities are on loan, the borrower will pay the Fund any income
accruing on the security. Also, the Fund may invest any collateral it receives
in additional securities.
Gains or losses in the market value of a lent security will affect a Fund
and its shareholders. When a Fund lends its securities, it runs the risk that
it could not retrieve the securities on a timely basis, possibly losing the
opportunity to sell the securities at a desirable price. Also, if the borrower
files for bankruptcy or becomes insolvent, the Fund's ability to dispose of the
securities may be delayed.
Repurchase Agreements. Each Fund may enter into repurchase agreements. A
repurchase agreement is an agreement by a Fund to purchase a security and sell
it back for a specified price. The repurchase price reflects an agreed-upon
interest rate for the time period of the agreement. A Fund's risk is the
inability of the seller to pay the agreed-upon price at delivery date. However,
such risk is tempered by the ability of a Fund to sell the security in the open
market in case of default. In such a case, a Fund may incur costs in disposing
of the security which would increase Fund expenses.
Reverse Repurchase Agreements. Each Fund may enter into reverse repurchase
agreements. A reverse repurchase agreement is an agreement by a Fund to sell a
security and repurchase it at a specified time and price. A Fund could lose
money if the market value of the securities it sold declines below their
repurchase price. Reverse repurchase agreements may be considered a form of
borrowing, and, therefore, a form of leverage. Leverage may magnify gains or
losses of a Fund.
Investing in Securities of Other Investment Companies. The Funds may invest in
securities in other investment companies. As a shareholder of another
investment company, a Fund would pay its portion of the other investment
company's expenses. These expenses would be in addition to the expenses that a
Fund currently bears concerning its own operations and may result in some
duplication of fees.
When-Issued, Delayed-Delivery and Forward Commitment Transactions. Each Fund
may enter into transactions whereby it commits to buying a security, but does
not pay for or take delivery of the security until some specified date in the
future. The value of these securities is subject to market fluctuation during
this period and no income accrues to a Fund until settlement. At the time of
settlement, a when-issued security may be valued at less than its purchase
price. When entering into these transactions, a Fund relies on the other party
to consummate the transaction; if the other party fails to do so, the Fund may
be disadvantaged.
Other Investment Restrictions. Each Fund has adopted additional investment
restrictions and guidelines that are set forth in the SAI.
6
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BUYING AND SELLING SHARES
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HOW TO BUY SHARES
Institutional investors may buy Institutional Shares of the Funds through
broker-dealers, banks and certain other financial intermediaries, or directly
through the Fund's distributor, Evergreen Distributor, Inc. ("EDI"). Investors
may purchase Institutional Shares at the public offering price, which equals
the class's net asset value per share ("NAV"). See "Offering Price and Other
Purchase Information" below.
Minimum Investment. The minimum initial investment in Institutional Shares is
$1 million, which may be waived in certain situations. There is no minimum
amount required for subsequent purchases.
Opening an Account. You may open an account by mailing a signed account
application to the particular Fund c/o Evergreen Service Company, P.O. Box
2121, Boston, Massachusetts 02106-2121. You may get an account application by
calling 1-800-633-2700.
Except as provided below, you can only purchase shares by wiring federal
funds to Evergreen Service Company (the "Service Company"). You may obtain
wiring instructions by calling 1-800-633-2700. When you call, the Service
Company representative will ask you for the following information: name of
authorized person; shareholder name; shareholder account number; name of the
Fund and share class; amount being wired; and wiring bank name.
Offering Price and Other Purchase Information. When you buy a Fund's shares,
you pay its NAV next determined after the Fund receives and accepts your order.
To receive that day's offering price, a Fund must receive and accept your order
by the close of the business day (generally 4:00 p.m. Eastern time); otherwise,
you will receive the next day's offering price. For more information, see "How
the Funds Calculate Their NAV."
You may, at a Fund's discretion, pay for shares of a Fund with securities
instead of cash. Additionally, if you want to buy a Fund's shares equal in
amount to $5 million or more the Fund may require you to pay for those shares
with securities instead of cash. A Fund will only accept securities that are
consistent with its investment objective, policies and restrictions. Also, a
Fund will value the securities in the manner described under "How the Funds
Calculate their NAV." Investors who receive a Fund's shares for securities
instead of cash may pay such transaction costs as broker's commissions, taxes
or governmental fees.
HOW TO REDEEM SHARES
You may redeem shares of a Fund by mail, telephone or other types of
telecommunication.
Mail Redemptions. You may redeem shares on each day that the New York Stock
Exchange ("NYSE") is open by mailing a written request to the Service Company
at the following address:
Evergreen Service Company
P.O. Box 2121
Boston, Massachusetts 02106-2121
The signatures on the written request must be properly guaranteed, as
described below.
How To Redeem By Telephone. You may redeem your shares by calling
1-800-633-2700 between the hours of 9:00 a.m. and 5:00 p.m. (Eastern time) on
each business day. You may also redeem shares by sending a facsimile to (617)
210-2708 or by other means of wire communication. You must state the Fund and
class from which you want to redeem, the number or dollar amount of shares you
want to redeem and your account number. The telephone redemption service is not
available to you automatically. You must elect to do so on your account
application.
If you are unable to reach the Funds or the Service Company by telephone,
you should redeem by mail.
The Service Company will wire your redemption proceeds to the commercial
bank account designated on the account application. If the Service Company
deems it appropriate, it may require additional documentation. Although at
present the Service Company pays the wire costs involved, it reserves the right
at any time to require the shareholder to pay such costs.
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Redemption Value and Other Redemption Policies. When you sell shares, you
receive the NAV computed at the close of the NYSE on the day that a Fund
receives your request, if your request is received before 4:00 p.m. Eastern
time. If a Fund receives your redemption request after 4:00 p.m. Eastern time,
you will receive the next day's NAV. Generally, a Fund pays redemption proceeds
within seven days. The Funds may, at any time, change, suspend or terminate any
of the redemption methods described in this prospectus, except redemptions by
mail. For more information, see "How the Funds Calculate Their NAV."
The Funds may, at their discretion, pay your redemption proceeds with
securities instead of cash. However, each Fund is obligated to redeem shares
solely in cash, up to the lesser of $250,000 or 1% of a Fund's total net assets
during any ninety day period for any one shareholder. See the SAI for further
details.
Except as otherwise noted, neither the Funds, the Service Company nor the
Funds' distributor assumes responsibility for the authenticity of any
instructions received by any of them from a shareholder by telephone. The
Service Company will employ reasonable procedures to confirm that instructions
received over the telephone or otherwise are genuine. Neither the Funds, the
Service Company nor the Funds' distributor will be liable when following
instructions received by telephone or otherwise that the Service Company
reasonably believes to be genuine.
Shareholders may only change information contained in their account
registration (such as the bank account designated to receive wire redemption
proceeds) by writing to the Service Company. Signatures on such written
instructions must be guaranteed.
ADDITIONAL TRANSACTION POLICIES
How the Funds Calculate Their NAV. A Fund's NAV equals the value of its share
without sales charges. A Fund calculates its NAV by adding up the total value
of its investments and other assets, subtracting its liabilities and then
dividing the result by the number of shares outstanding. The Funds compute
their NAV as of the close of regular trading (generally 4:00 p.m. Eastern time)
on each day that the NYSE is open.
The Funds' assets are valued primarily on the basis of market quotations.
Short-term securities with remaining maturities of sixty days or less for which
quotations are not readily available are valued on the basis of amortized cost.
In addition, securities for which quotations are not readily available,
including fixed-income securities, are valued by a method that the Board of
Trustees believes accurately reflects fair value.
Signature Guarantee. For your protection, signatures on stock powers, and
written orders or authorizations must have a signature guarantee. A signature
guarantee can be provided by a U.S. stock exchange member, a bank, or other
persons eligible to guarantee signatures under the Securities Exchange Act of
1934 and the Service Company's policies. The Service Company may waive this
requirement or may require additional documentation in certain cases.
EXCHANGES
You may exchange Institutional shares of any Fund for Institutional Shares
of any other Evergreen Select Fund. You may exchange your shares through your
broker-dealer, by mail or by telephone. All exchange orders must comply with
the applicable requirements for purchases and redemptions and must include your
account number, the number or value of shares to be exchanged, the class of
shares, and the Funds to and from which you wish to exchange.
Signatures on exchange orders must be guaranteed, as described below.
The Funds reserve the right to change or revoke the exchange privilege of
any shareholder or to limit or revoke any exchange. Currently, you may not make
more than five exchanges in a year or three exchanges in a calendar quarter.
Please read the prospectus of the fund that you want to exchange into
before requesting your exchange.
For federal income tax purposes, an exchange is treated as a sale for
taxable investors.
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DIVIDENDS
As a shareholder, you are entitled to your share of earnings on a Fund's
investments. You receive such earnings as either an income dividend or a
capital gains distribution. Income dividends come from the dividends that a
Fund earns from its stocks plus any interest it receives from its bonds. The
Fund realizes a capital gain whenever it sells a security for a higher price
than its tax basis.
Dividend Schedule. Each Fund declares dividends from its net investment income
daily and pays such dividends monthly. Each Fund pays shareholders its net
capital gains at least once a year.
Payment Options. Unless you select another option on your account application,
your dividends and capital gains will be reinvested in additional shares of the
same class of the same Fund.
You may elect to receive some or all of your dividends and capital gains
in cash. Should you select this option, a check will be mailed to you or your
agent or trustee no later than seven days after the payment date.
TAXES
Each Fund intends to qualify as a regulated investment company (a "RIC")
under Subchapter M of the Internal Revenue Code of 1986, as amended. As long as
a Fund qualifies as a RIC and distributes substantially all of its net
investment income and capital gains, it will not pay federal income taxes on
the earnings it distributes to shareholders.
Distributions to shareholders, whether taken in cash or reinvested in
shares, are generally considered taxable for federal income tax purposes as
follows:
o Income distributions and net short-term capital gains are taxable as
ordinary income.
o Long-term capital gains distributions are taxable as capital gains,
regardless of how long you have held your shares.
After each calendar year, the Service Company will mail you a statement
indicating which of that year's distributions you should treat as ordinary
income and which you should treat as capital gains. Distributions of income or
capital gains may also be subject to state and local taxes.You should always
consult your tax adviser for specific guidance as to the tax consequences of
your investment in the Funds.
SHAREHOLDER SERVICES
Details on all shareholder services may be obtained from the Service
Company by calling toll free 1-800-633-2700 or by writing to the Service
Company.
Subaccount. Special processing has been arranged with the Service Company for
banks and other institutions that wish to open multiple accounts (a master
account and subaccounts). An investor wishing to avail himself or herself of
the Service Company's subaccounting facilities will be required to enter into a
separate agreement, with the charges to be determined on the basis of the level
of services to be rendered. Subaccounts may be opened with the initial
investment or at a later date and may be established by an investor with
registration either by name or by number.
- --------------------------------------------------------------------------------
FUND DETAILS
- --------------------------------------------------------------------------------
FUND ORGANIZATION AND SERVICE PROVIDERS
Fund Structure. Each Fund is an investment pool, which invests shareholders'
money towards a specified goal. Each Fund is a diversified series of an
open-end, investment management company, called "Evergreen Select Fixed Income
Trust" (the "Trust"). The Trust is a Delaware business trust organized on
September 17, 1997.
Board of Trustees. The Trust is supervised by a Board of Trustees that is
responsible for representing the interests of shareholders. The Trustees meet
periodically throughout the year to oversee the Funds' activities, reviewing,
among other things, their performance and their contractual arrangements with
various service providers.
9
<PAGE>
Shareholder Rights. All shareholders participate equally in dividends and
distributions from the Funds' assets and have equal voting, liquidation and
other rights. Shareholders may exchange shares as described under "Exchanges,"
but will have no other preference, conversion, exchange or preemptive rights.
When issued and paid for, your shares will be fully paid and nonassessable.
Shares of the Funds are redeemable, transferable and freely assignable as
collateral. The Trust may establish additional classes or series of shares.
The Funds do not hold annual shareholder meetings; a Fund may, however,
hold special meetings for such purposes as electing or removing Trustees,
changing fundamental policies and approving investment advisory agreements or
12b-1 plans. In addition, the Funds are prepared to assist shareholders in
communicating with one another for the purpose of convening a meeting to elect
Trustees. If any matters are to be voted on by shareholders, each share owned
as of the record date for the meeting would be entitled to one vote.
Adviser. The investment adviser to each Fund is the First Capital Group ("FCG")
of First Union National Bank ("FUNB"), a subsidiary of First Union Corporation
("First Union"). First Union and First Union National Bank are located at 301
South College Street, Charlotte, North Carolina 28288-0630. First Union and its
subsidiaries provide a broad range of financial services to individuals and
businesses throughout the U.S.
Each Fund pays FCG a fee for its services as set forth below. FCG's annual
advisory fees are expressed as a percentage of average net assets. In addition,
FCG has voluntarily agreed to reduce its advisory fee by 0.10%, resulting in
the net advisory fees that are also indicated in the table below.
<TABLE>
<S> <C> <C>
Fund Advisory Fee Net Advisory Fee
Evergreen Select Core Bond Fund 0.40% 0.30%
Evergreen Select Fixed Income Fund 0.50% 0.40%
Evergreen Select Income Plus Fund 0.50% 0.40%
Evergreen Select Intermediate Bond Fund 0.40% 0.30%
</TABLE>
FCG currently intends to continue waiving 0.10% of each Fund's respective
advisory fee through November 30, 1998. However, FCG may modify or cancel its
expense waiver at any time.
Portfolio Managers. Information about the individual portfolio managers
responsible for management of the Trust's currently operational Funds,
including their occupations for the past five years, is provided below.
- --------------------------------------------------------------------------------
Fund Portfolio Manager(s)
Evergreen Select Core The portfolio managers of the Fund are Robert Cheshire
and Bruce J. Besecker.
Bond Fund
Robert Cheshire. Robert Cheshire joined First Fidelity Bank
in 1990, which was acquired by First Union in 1995, as Vice
President and senior portfolio manager. He is head of the
Newark Taxable Fixed Income Unit and manages the Evergreen
Intermediate Term Government Securities Fund.
Bruce J. Besecker. Bruce Besecker has over 16 years
investment experience. In addition to managing the
Philadelphia Taxable Fixed Income Unit for Capital
Management Group of FUNB, he maintains fund and individual
account responsibilities. Mr. Besecker joined First Union in
1987.
Evergreen Select Fixed The portfolio managers of the Fund are Thomas Ellis,
Income Fund Rollin C. Williams and Robert Cheshire.
Thomas Ellis. Thomas Ellis has over 28 years of experience
in investments. Mr. Ellis joined First Union in 1985 as a
Vice President and Senior Portfolio Manager. At First Union
he is responsible for the portfolio management of over $1
billion in taxable fixed income assets, including Evergreen
Short-Intermediate Bond Fund, a mutual fund; the Fixed
Income Fund, a common trust fund; and 17 separate accounts.
Prior to joining First Union, Mr. Ellis served in the bond
department of 1st Tennessee Bank.
10
<PAGE>
- --------------------------------------------------------------------------------
Fund Portfolio Manager(s)
Rollin C. Williams, CFA. Rollin Williams has over 28 years
of investment and banking management experience. In addition
to managing First Union's Diversified Bond Group Trust and
the Evergreen U.S. Government Fund, he is also responsible
for the management of over $2.2 billion in fixed income
portfolios. Before joining First Union, Mr. Williams was the
head of fixed income investment at Dominion Trust Company in
Roanoke, VA. Mr. Williams has been with First Union since
1993 when Dominion was acquired by the bank; he started with
Dominion Trust Company in 1988.
Robert Cheshire. Robert Cheshire joined First Fidelity Bank
in 1990, which was acquired by First Union in 1995, as Vice
President and senior portfolio manager. He is head of the
Newark Taxable Fixed Income Unit and manages the Evergreen
Intermediate Term Government Securities Fund.
Evergreen Select The portfolio managers of the Fund are George Prattos and J.
P. Weaver.
Income Plus Fund
George Prattos. George Prattos has over 18 years of
investment experience. Mr. Prattos joined First Union in
1991 as a Vice President and Director of the Specialty Fixed
Income Group. He is primarily responsible for managing
specialty fixed income products throughout the First Union
system.
J. P. Weaver. J. P. Weaver has over 12 years of market
experience in fixed income investments. He joined First
Union in 1994 as a Vice President and Director of Fixed
Income Research. In addition, he manages several separate
accounts within the Specialty Fixed Income Group. Mr. Weaver
joined First Union from One Federal Asset Management in
Boston, MA, where he served as a portfolio manager from
1988-1994.
Evergreen Select The portfolio managers of the Fund are Thomas Ellis, Rollin
Intermediate Bond C. Williams and Robert Cheshire.
Fund
Thomas Ellis. Thomas Ellis has over 28 years of experience
in investments. Mr. Ellis joined First Union in 1985 as a
Vice President and Senior Portfolio Manager. At First Union
he is responsible for the portfolio management of over $1
billion in taxable fixed income assets, including Evergreen
Short-Intermediate Bond Fund, a mutual fund; the Fixed
Income Fund, a common trust fund; and 17 separate accounts.
Prior to joining First Union, Mr. Ellis served in the bond
department of 1st Tennessee Bank.
Rollin C. Williams, CFA. Rollin Williams has over 28 years
of investment and banking management experience. In addition
to managing First Union's Diversified Bond Group Trust and
the Evergreen U.S. Government Fund, he is also responsible
for the management of over $2.2 billion in fixed income
portfolios. Before joining First Union, Mr. Williams was the
head of fixed income investment at Dominion Trust Company in
Roanoke, VA. Mr. Williams has been with First Union since
1993 when Dominion was acquired by the bank; he started with
Dominion Trust Company in 1988.
Robert Cheshire. Robert Cheshire joined First Fidelity Bank
in 1990, which was acquired by First Union in 1995, as Vice
President and senior portfolio manager. He is head of the
Newark Taxable Fixed Income Unit and manages the Evergreen
Intermediate Term Government Securities Fund.
Distributor. Evergreen Distributor, Inc. is each Fund's distributor. Evergreen
Distributor, Inc. is located at 125 West 55th Street, New York, New York 10019
and is a subsidiary of The BISYS Group, Inc. Evergreen Distributor, Inc.
markets the Funds and distributes their shares through broker-dealers,
financial planners and other financial representatives. Evergreen Distributor,
Inc. is not affiliated with First Union.
11
<PAGE>
Transfer Agent. Evergreen Service Company is each Fund's transfer agent.
Evergreen Service Company is a subsidiary of First Union and is located at 200
Berkeley Street, Boston, MA 02116-5034. Evergreen Service Company handles
shareholder services, including record keeping and account statements,
distribution of dividends and capital gains and processing of transactions.
Administrator. Evergreen Investment Services, Inc. ("EIS") serves as
administrator to each Fund. As administrator, and subject to the supervision
and control of the Trust's Board of Trustees, EIS provides the Funds with
facilities, equipment and personnel. For its services as administrator, EIS is
entitled to receive a fee based on the aggregate average daily net assets of
the Funds at a rate based on the total assets of all mutual funds advised by
First Union subsidiaries. The administration fee is calculated in accordance
with the following schedule.
<TABLE>
<S> <C>
Aggregate Average Daily Net Assets Of Mutual Funds
For Which Any Subsidiary Of First Union
Administrative Fee Serves As Investment Adviser
0.060 % on the first $7 billion
0.0425% on the next $3 billion
0.035 % on the next $5 billion
0.025 % on the next $10 billion
0.019 % on the next $5 billion
0.014 % on assets in excess of $30 billion
</TABLE>
SubAdministrator. BISYS Fund Services serves as sub-administrator to the Funds.
For its services BISYS Fund Services is entitled to receive a fee from EIS
calculated on the aggregate average daily net assets of the Funds at a rate
based on the total assets of all mutual funds administered by EIS for which
First Union subsidiaries also serve as investment adviser. The
sub-administrator fee is calculated in accordance with the following schedule:
<TABLE>
<S> <C>
Aggregate Average Daily Net Assets Of Mutual Funds Administered
By BISYS For Which Any Subsidiary Of First Union
Sub-Administrative Fee Serves As Investment Adviser
0.0100% on the first $7 billion
0.0075% on the next $3 billion
0.0050% on the next $15 billion
0.0040% on assets in excess of $25 billion
</TABLE>
OTHER INFORMATION AND POLICIES
Banking Laws. The Glass-Steagall Act and other banking laws and regulations
presently prohibit a bank holding company or its affiliates (a "Bank") from
sponsoring, organizing, controlling, or distributing the shares of a registered
open-end investment company such as each Fund. However, a Bank may act as
investment adviser, transfer agent or custodian to a registered open-end
investment company. A Bank may also purchase shares of such company and pay
third parties for performing these functions.
Securities Transactions. Under policies established by the Trust's Board of
Trustees, FCG selects broker-dealers to execute portfolio transactions subject
to the receipt of best execution. In so doing, FCG may select broker-dealers
who are affiliated with FCG. Moreover, the Funds may pay higher commissions to
broker-dealers that provide research services, which FCG may use in advising
the Funds or its other clients.
12
<PAGE>
Portfolio Turnover. The estimated annual portfolio turnover rates for each Fund
is not expected to exceed the rate set forth below.
<TABLE>
<S> <C>
Estimated Annual
Fund Name Portfolio Turnover
Evergreen Select Core Bond Fund 50%
Evergreen Select Fixed Income Fund 50%
Evergreen Select Income Plus Fund 50%
Evergreen Select Intermediate Bond Fund 50%
</TABLE>
Code of Ethics. The Fund and FCG have each adopted a code of ethics
incorporating policies on personal securities trading. In general, these codes
of ethics require that certain personnel of the Funds and FCG (1) abstain from
engaging in certain personal trading practices and (2) report certain personal
trading activities.
Other Classes of Shares. Each Fund, other than Evergreen Select Core Bond Fund,
offers two classes of shares, Institutional and Institutional Service.
Evergreen Select Core Bond Fund offers three classes of shares, Charitable,
Institutional and Institutional Service. Only Institutional shares are offered
through this prospectus. Call the Service Company for information on the other
classes of shares, including how to get a prospectus.
FUND PERFORMANCE
Total return. Total return is the change in value of an investment in a Fund
over a given period, assuming that dividends and capital gains are reinvested
and that recurring charges are deducted. A cumulative total return reflects
actual performance over a stated period of time. An average annual total return
is a hypothetical rate of return that, if achieved annually, would have
produced the same cumulative total return if performance had been constant over
the entire period. Average annual total returns smooth out variations in
performance; they are not the same as actual year-by-year results.
Yield. Yield is the income generated by an investment in a Fund over a given
period of time, expressed as an annual percentage rate. Yields are calculated
according to a standard that is required for all stock and bond Funds. Because
this differs from other accounting methods, the quoted yield may not equal the
income actually paid to shareholders.
Related Performance Information. The Funds commenced operations on or about
November 24, 1997. On that date, each of four common trust funds (each a "CTF")
transferred assets to the Fund having corresponding investment objectives,
policies and limitations in exchange for shares of such Fund. After such
transfer, each Fund's portfolio of investments on October 31, 1997, was the
same as the portfolio of the corresponding CTF immediately prior to the
transfer.
The CTFs are for all practical purposes "predecessors" of the Funds. As a
result, the performance for each Fund's Institutional Shares is calculated for
periods commencing before October 31, 1997, by including the corresponding
CTF's average annual total return. The CTFs average annual total return is
adjusted to reflect the deduction of fees and expenses under "Expenses". These
fees and expenses include management fees and certain other Fund expenses
adjusted to reflect any expense waivers or reimbursements.
The quoted performance data includes the performance of the CTFs for
periods before the Trust's Registration Statement became effective. The CTFs
were not registered under the 1940 Act and thus were not subject to certain
investment restrictions that are imposed by the 1940 Act. If the CTFs had been
registered under the 1940 Act, their performance might have been adversely
affected. In addition, the CTFs were not subject to the provisions of the
Internal Revenue Code with respect to "regulated investment companies," which
provisions, if imposed, could have adversely affected the CTFs' performance.
Employee benefit plans that invest plan assets in the CTFs may be subject to
certain charges as set forth in their respective Plan Documents. Total return
figures would be lower for the period if they reflected these charges.
13
<PAGE>
<TABLE>
<S> <C> <C> <C> <C> <C>
10 Years (Or
since Inception
Fund Name (Predecessor CTF) 1 Year 3 Years 5 Years Inception) Date
Evergreen Select Core Bond Fund
(Charitable Fixed Income Trust)
Institutional Shares 7.84% 9.05% 7.02% 8.87%
Evergreen Select Fixed Income Fund
(Fixed Income Trust)
Institutional Shares 6.66% 7.98% 6.06% 7.87%
Evergreen Select Income Plus Fund
(Income Plus (1996) Trust)
Institutional Shares 8.55% 9.55% 7.10% 8.39%
</TABLE>
General. The Funds may include comparative performance information in
advertising or in marketing the Fund's shares. Such information could include
data from Lipper Analytical Services, Inc., Morningstar, Inc., CDS Weisenberger
and Value Line, other industry publications or various indexes, such as the
Lehman Brothers Aggregate Bond Index.
14
<PAGE>
Investment Adviser
First Capital Group of First Union National Bank, 201 South College Street,
Charlotte, North Carolina 28288
Custodian
State Street Bank and Trust Company, Box 9021, Boston, Massachusetts 02205-9827
Transfer Agent
Evergreen Service Company, 200 Berkeley Street, Boston, Massachusetts, 02116
Legal Counsel
Sullivan & Worcester LLP, 1025 Connecticut Avenue, N.W., Washington, D.C. 20036
Independent Auditors
Price Waterhouse LLP, 160 Federal Street, Boston, Massachusetts 02110
Distributor
Evergreen Distributor, Inc., 125 West 55th Street, New York, New York 10019
63152
<PAGE>
- ----------------------------------------------------------------------------
PROSPECTUS November , 1997
- ----------------------------------------------------------------------------
[EVERGREEN LOGO APPEARS HERE]
EVERGREEN SELECT INTERMEDIATE TAX EXEMPT BOND FUND ("THE FUND")
- ----------------------------------------------------------------------------
INSTITUTIONAL SHARES
This prospectus explains important information about the Institutional
Shares of the Evergreen Select Fixed Income Trust, including how the Fund
invests and services available to shareholders. Please read this prospectus
before investing, and keep it for future reference.
When you consider investing in the Fund, remember that the higher the risk
of losing money, the higher the potential reward. The reverse is also generally
true: the lower the risk, the lower the potential reward.
By itself, no Fund is a complete investment plan. When considering an
investment in the Fund, remember to consider your overall investment objectives
and any other investments you own. You should also carefully evaluate your
ability to handle the risks posed by your investment in the Fund. You can find
information on the risks associated with investing in the Fund under the
section called "Fund Description."
To learn more about the Evergreen Select Fixed Income Trust, call
1-800-633-2700 for a free copy of the Funds' statement of additional
information ("SAI") dated November , 1997 as supplemented from time to time.
The Fund has filed the SAI with the Securities and Exchange Commission and has
incorporated it by reference (legally included it) into this prospectus.
Please remember that shares of the Fund are:
o Not deposits or obligations of any bank.
o Not endorsed or guaranteed by any bank.
o Not insured or otherwise protected by the Federal Deposit Insurance
Corporation or any other agency.
o Subject to investment risks, including possible loss of the principal amount.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
<PAGE>
TABLE OF CONTENTS
----------------
<TABLE>
<S> <C>
EXPENSES 3
FUND DESCRIPTION 3
The Fund's Investment Objective 3
Securities and Investment Practices
Used By The Fund 4
BUYING AND SELLING SHARES 6
How To Buy Shares 6
How To Redeem Shares 7
Additional Transaction Policies 8
Exchanges 8
Dividends 8
Taxes 8
Shareholder Services 9
<S> <C>
FUND DETAILS 9
Fund Organization and Service
Providers 9
Other Information and Policies 10
Fund Performance 11
</TABLE>
2
<PAGE>
- --------------------------------------------------------------------------------
EXPENSES
- --------------------------------------------------------------------------------
The tables and examples below are designed to help you understand the
various expenses that you will bear, directly or indirectly, when you invest in
the Fund. Shareholder transaction expenses are fees paid directly from your
account when you buy or sell shares of the Fund. There are no shareholder
transaction expenses.
Annual operating expenses reflect the normal operating expenses of the
Fund, and include costs such as management, distribution and other fees. The
table below shows the Fund's estimated annual operating expenses for the fiscal
period ending September 30, 1998. The Fund's example shows what you would pay
if you invested $1,000 over the periods indicated. The examples assume that you
reinvest all of your dividends and that the Fund's average annual return will
be 5%. The examples are for illustration purposes only and should not be
considered a representation of past or future expenses or annual return. The
Fund's actual expenses and returns will vary. For a more complete description
of the various costs and expenses borne by the Fund see "Fund Details."
<TABLE>
<S> <C> <C> <C> <C>
Management Other Total Operating
Fees1 Expenses Expenses (After
Annual Fund Operating Expenses (After Expense 12b-1 (After Expense Expense Waivers or
(as a percentage of average daily net assets) Waivers) Fees Reimbursements) Reimbursements)1
Evergreen Select Intermediate Tax Exempt Bond
Fund 0.50% None 0.14% 0.64%
Example of Fund Expenses 1 year 3 years
Evergreen Select Intermediate Tax Exempt Bond
Fund $ 7 $ 20
</TABLE>
- --------
(1) The Fund's investment adviser has voluntarily agreed to waive 0.10% of the
Fund's investment advisory fee. Without such waivers the Management Fee
set forth above would be 0.10% higher. The investment adviser currently
intends to continue this expense waiver through November 30, 1998;
however, it may modify or cancel its expense waiver at any time. See "Fund
Details" for more information. Absent expense waivers and/or
reimbursements, the Total Operating Expenses for the Fund would be 0.74%
of average daily net assets.
- --------------------------------------------------------------------------------
FUND DESCRIPTION
- --------------------------------------------------------------------------------
THE FUND'S INVESTMENT OBJECTIVE
Evergreen Select Intermediate Tax Exempt Bond Fund seeks the highest
possible current income, exempt from federal income taxes, consistent with the
Fund's maturity and preservation of capital.
Under normal market conditions, the Fund invests its assets according to
applicable guidelines issued by the Securities and Exchange Commission
concerning investment in tax-exempt securities. The Fund may not change this
investment policy without shareholder approval. To comply with this
requirement, the Fund normally invests at least 80% of its assets in securities
exempt from federal income tax. The Fund may invest up to 20% of its assets in
securities that are subject to the alternative minimum tax and/or taxable
obligations. The Fund will maintain a dollar-weighted average maturity of five
to ten years.
The Fund may invest in a variety of derivative instruments that are
consistent with its investment objective(s) and policies including options,
futures and options on futures. The Fund also may invest in mortgage-backed and
other asset-backed securities, inflation-indexed bonds, structured notes, loan
participations, interest rate swaps and index swaps. For more information, see
"Derivatives" and "Mortgage-Backed Securities" below.
The Fund may lend portfolio securities and enter into repurchase and
reverse repurchase agreements, forward commitment and when-issued transactions.
The Fund may invest up to 20% of its assets in high-yield, high-risk bonds, but
not in bonds that are rated below B.
The Fund may invest for temporary defensive purposes up to 100% of its
assets in short-term obligations. Such obligations may include master demand
notes, commercial paper and notes, bank deposits and other financial
institution obligations.
3
<PAGE>
The Fund's investment objective is nonfundamental. As a result, the Fund
may change its objective(s) without a shareholder vote. The Fund has also
adopted certain fundamental investment policies which are mainly designed to
limit the Fund's exposure to risk. The Fund's fundamental policies cannot be
changed without a shareholder vote. See the SAI for more information regarding
the Fund's fundamental investment policies or other related investment
policies.
SECURITIES AND INVESTMENT PRACTICES USED BY THE FUND
You can find more information about the types of securities in which the
Fund may invest, the types of investment techniques the Fund may employ in
pursuit of its objective and a summary of related risks set forth below. The
Fund's SAI contains additional information about these investments and
investment techniques.
Debt Securities. The Fund may invest in bonds or other instruments used by
corporations or governments to borrow money from investors, including all kinds
of convertible securities. When the Fund buys a debt security, it expects to
earn a variable or fixed rate of interest and it expects the issuer to repay
the amount borrowed at maturity. Some debt securities, such as zero coupon
bonds, do not pay current interest, but are purchased at a discount from their
face values. The main risks of investing in debt securities are:
o Interest Rate Risk: The risk that a bond's prices will fall when
interest rates rise, and vice versa. Debt securities have varying levels
of sensitivity to interest rates. Longer-term bonds are generally more
sensitive to changes in interest rates than short term bonds.
o Credit Risk: The chance that the issuer of a bond will have its credit
rating downgraded or will default (fail to make scheduled interest and
principal payments), potentially reducing the Fund's income and/or share
price.
Debt securities have varying degrees of quality. Investment grade bonds
are generally rated within the four highest grades as determined by Standard &
Poor's Ratings Group ("S & P") (AAA, AA, A or BBB), Moody's Investors Service
("Moody's") (Aaa, Aa, A or Baa), or Fitch Investors Service, L.P. ("Fitch")
(AAA, AA, A or BBB) or their respective equivalent ratings or, if not rated or
rated by another system, determined by the Fund's adviser to be of equivalent
credit quality to securities so rated. For information on below-investment
grade bonds, see "High-yield, High-risk Bonds" below. Investment grade bonds
are regarded as having a greater capacity to pay interest and repay principal.
However, adverse economic conditions, or changing circumstances may lead to a
weakened capacity to pay interest and repay principal than higher-rated bonds.
The Fund is not required to sell or otherwise dispose of any security that
loses its rating or has its rating reduced after the Fund has purchased it.
Also, if S&P, Moody's or Fitch changes its ratings system, the Fund will try to
use comparable ratings as standards according to the Fund's investment
objectives and policies.
United States ("U.S.") Government Securities. The Fund may buy debt securities
that are issued or guaranteed by the U.S. Treasury or by an agency or
instrumentality of the U.S. government. Some U.S. government securities, such
as Treasury bills, notes and bonds, are supported by the full faith and credit
of the U.S. Others, however, are supported only by the credit of the
instrumentality or by the right of the instrumentality to borrow from the U.S.
government.
While U.S. government securities are guaranteed as to principal and
interest, their market value is not guaranteed. Generally, U.S. government
securities are subject to the same interest rate and credit risks as other
fixed-income securities. However, since U.S. government securities are of the
highest credit quality, the credit risk is minimal. The U.S. government does
not guarantee the net asset value of the Funds' shares.
Municipal Securities. Municipal securities include municipal bonds, notes and
commercial paper obligations that are obligations issued by or on behalf of
States of the U.S., territories and possessions of the U.S., the District of
Columbia and their political sub-divisions, agencies and instrumentalities.
Municipal bonds include fixed, variable or floating rate general obligations
and revenue bonds (including municipal lease obligations and resource recovery
bonds). Municipal notes include tax anticipation notes, bond anticipation notes
and revenue anticipation notes. Municipal commercial paper obligations are
unsecured promissory notes issued by municipalities to meet short-term credit
needs.
4
<PAGE>
Foreign Securities. The Fund may buy U.S. dollar denominated obligations of
foreign governments and corporations. Because foreign markets operate
differently than the U.S. market, a Fund investing abroad will encounter risks
not normally associated with U.S. companies. For example, information about
foreign corporate securities is frequently less available than information
about U.S. securities, which may reduce the reliability of investment decisions
regarding foreign securities. Political or financial problems more likely to
occur in foreign countries may cause foreign investments to lose money. Foreign
markets may be less liquid than U.S. markets. Foreign issuers may not be
subject to the same accounting, auditing and financial reporting standards and
practices as U.S. issuers, making it more difficult to value the investment.
Foreign governments may regulate or supervise foreign issuers less than in the
U.S. All of these factors can make foreign investments more volatile than U.S.
investments.
Mortgage-Backed Securities. A mortgage-backed security represents an interest
in a "pool" of commercial or residential mortgages. Payments of interest and
principal made by the individual borrowers on the mortgages that underlie the
securities are passed through to the Fund. The Fund may invest in
mortgage-backed securities and other complex asset backed securities, including
collateralized mortgage obligations and stripped mortgage-backed securities.
Early repayment of the mortgages underlying the securities may expose the
Fund to a lower rate of return when it reinvests the principal. The rate of
prepayments will affect the price and volatility of the mortgage-backed
security and may have the effect of shortening or extending the effective
maturity beyond what the Fund anticipated at the time of purchase.
Like other debt securities, changes in interest rates generally affect the
value of a mortgage-backed security. Additionally, some mortgage-backed
securities may be structured so that they may be particularly sensitive to
interest rates and difficult to predict.
High-yield, High-risk Bonds. High-yield, high-risk bonds (commonly called "junk
bonds") are bonds rated BB or lower by S&P or Fitch or Ba by Moody's or, if
unrated or rated under another system, are of comparable quality to obligations
so rated as determined by the Fund's investment adviser. Since these bonds have
a low rating, a degree of doubt surrounds the ability of the issuer to continue
interest payments. High-yield, high-risk bonds are usually backed by issuers of
less proven or questionable financial strength. Compared with higher grade
bonds, issuers of high-yield, high-risk bonds are more likely to face financial
problems and to be materially affected by those problems. As a result, the
ability of issuers of high-yield, high-risk bonds to pay interest and principal
is uncertain. Moreover, the value of a high-yield, high-risk bond may react
strongly to real or perceived unfavorable news about an issuer or the economy.
If a high-yield, high-risk bond issuer defaults, the bond will lose some or all
of its value.
Derivatives. Derivatives are financial contracts whose value is based on an
underlying asset, such as a stock or a bond, or an underlying economic factor,
such as an index or an interest rate.
The Fund may invest in derivatives only if the expected risks and rewards
are consistent with its objectives and policies. The Fund may use futures and
options for hedging purposes only, not for speculation.
Losses from derivatives can sometimes be substantial. This is true partly
because small price movements in the underlying asset can result in immediate
and substantial gains or losses in the value of the derivative. Derivatives can
also cause a Fund to lose money if the Fund fails to correctly predict the
direction in which the underlying asset or economic factor will move.
Borrowing. The Fund may borrow from banks in an amount up to 33 1/3% of its
total assets, taken at market value. The Fund may only borrow as a temporary
measure for extraordinary or emergency purposes such as the redemption of Fund
shares. The Fund will not purchase securities while borrowings are outstanding
except to exercise prior commitments and to exercise subscribtion rights.
Securities Lending. To generate income and offset expenses, the Fund may lend
securities to broker-dealers and other financial institutions. Loans of
securities by the Fund may not exceed 30% of the value of the Fund's total
assets. While securities are on loan, the borrower will pay the Fund any income
accruing on the security. Also, the Fund may invest any collateral it receives
in additional securities.
5
<PAGE>
Gains or losses in the market value of a lent security will affect the
Fund and its shareholders. When the Fund lends its securities, it runs the risk
that it could not retrieve the securities on a timely basis, possibly losing
the opportunity to sell the securities at a desirable price. Also, if the
borrower files for bankruptcy or becomes insolvent, the Fund's ability to
dispose of the securities may be delayed.
Repurchase Agreements. The Fund may enter into repurchase agreements. A
repurchase agreement is an agreement by the Fund to purchase a security and
sell it back for a specified price. The repurchase price reflects an
agreed-upon interest rate for the time period of the agreement. The Fund's risk
is the inability of the seller to pay the agreed-upon price at delivery date.
However, such risk is tempered by the ability of the Fund to sell the security
in the open market in case of default. In such a case, the Fund may incur costs
in disposing of the security which would increase Fund expenses.
Reverse Repurchase Agreements. The Fund may enter into reverse repurchase
agreements. A reverse repurchase agreement is an agreement by the Fund to sell
a security and repurchase it at a specified time and price. The Fund could lose
money if the market value of the securities it sold declines below their
repurchase price. Reverse repurchase agreements may be considered a form of
borrowing, and, therefore, a form of leverage. Leverage may magnify gains or
losses of the Fund.
Investing in Securities of Other Investment Companies. The Fund may invest in
securities of other investment companies. As a shareholder of another
investment company, the Fund would pay its portion of the other investment
company's expenses. These expenses would be in addition to the expenses that
the Fund currently bears concerning its own operations and may result in some
duplication of fees.
When-Issued, Delayed-Delivery and Forward Commitment Transactions. The Fund may
enter into transactions whereby it commits to buying a security, but does not
pay for or take delivery of the security until some specified date in the
future. The value of these securities is subject to market fluctuation during
this period and no income accrues to the Fund until settlement. At the time of
settlement, a when-issued security may be valued at less than its purchase
price. When entering into these transactions, the Fund relies on the other
party to consummate the transaction; if the other party fails to do so, the
Fund may be disadvantaged.
Other Investment Restrictions. The Fund has adopted additional investment
restrictions and guidelines that are set forth in the SAI.
- --------------------------------------------------------------------------------
BUYING AND SELLING SHARES
- --------------------------------------------------------------------------------
HOW TO BUY SHARES
Institutional investors may buy Institutional Shares of the Fund through
broker-dealers, banks and certain other financial intermediaries, or directly
through the Fund's distributor, Evergreen Distributor, Inc. ("EDI"). Investors
may purchase Institutional Shares at the public offering price, which equals
the class's net asset value per share ("NAV"). See "Offering Price and Other
Purchase Information" below.
Minimum Investment. The minimum initial investment in Institutional Shares is
$1 million, which may be waived in certain situations. There is no minimum
amount required for subsequent purchases.
Opening an Account. You may open an account by mailing a signed account
application to the Fund c/o Evergreen Service Company, P.O. Box 2121, Boston,
Massachusetts 02106-2121. You may get an account application by calling
1-800-633-2700.
Except as provided below, you can only purchase shares by wiring federal
funds to Evergreen Service Company (the "Service Company"). You may obtain
wiring instructions by calling 1-800-633-2700. When you call, the Service
Company representative will ask you for the following information: name of
authorized person; shareholder name; shareholder account number; name of the
Fund and share class; amount being wired; and wiring bank name.
6
<PAGE>
Offering Price and Other Purchase Information. When you buy the Fund's shares,
you pay its NAV next determined after the Fund receives and accepts your order.
To receive that day's offering price, the Fund must receive and accept your
order by the close of the business day (generally 4:00 p.m. Eastern time);
otherwise, you will receive the next day's offering price. For more
information, see "How the Fund Calculates Its NAV."
You may, at the Fund's discretion, pay for shares of the Fund with
securities instead of cash. Additionally, if you want to buy the Fund's shares
equal in amount to $5 million or more the Fund may require you to pay for those
shares with securities instead of cash. The Fund will only accept securities
that are consistent with its investment objective, policies and restrictions.
Also, the Fund will value the securities in the manner described under "How the
Fund Calculates Its NAV." Investors who receive the Fund's shares for
securities instead of cash may pay such transaction costs as broker's
commissions, taxes or governmental fees.
HOW TO REDEEM SHARES
You may redeem shares of the Fund by mail, telephone or other types of
telecommunication.
Mail Redemptions. You may redeem shares on each day that the New York Stock
Exchange ("NYSE") is open by mailing a written request to the Service Company
at the following address:
Evergreen Service Company
P.O. Box 2121
Boston, Massachusetts 02106-2121
The signatures on the written request must be properly guaranteed, as
described below.
How To Redeem By Telephone. You may redeem your shares by calling
1-800-633-2700 between the hours of 9:00 a.m. and 5:00 p.m. (Eastern time) on
each business day. You may also redeem shares by sending a facsimile to (617)
210-2708 or by other means of wire communication. You must state the Fund and
class from which you want to redeem, the number or dollar amount of shares you
want to redeem and your account number. The telephone redemption service is not
available to you automatically. You must elect to do so on your account
application.
If you are unable to reach the Fund or the Service Company by telephone,
you should redeem by mail.
The Service Company will wire your redemption proceeds to the commercial
bank account designated on the account application. If the Service Company
deems it appropriate, it may require additional documentation. Although at
present the Service Company pays the wire costs involved, it reserves the right
at any time to require the shareholder to pay such costs.
Redemption Value and Other Redemption Policies. When you sell shares, you
receive the NAV computed at the close of the NYSE on the day that the Fund
receives your request, if your request is received before 4:00 p.m. Eastern
time. If the Fund receives your redemption request after 4:00 p.m. Eastern
time, you will receive the next day's NAV. Generally, the Fund pays redemption
proceeds within seven days. The Fund may, at any time, change, suspend or
terminate any of the redemption methods described in this prospectus, except
redemptions by mail. For more information, see "How the Fund Calculates Its
NAV."
The Fund may, at its discretion, pay your redemption proceeds with
securities instead of cash. However, the Fund is obligated to redeem shares
solely in cash, up to the lesser of $250,000 or 1% of the Fund's total net
assets during any ninety day period for any one shareholder. See the SAI for
further details.
Except as otherwise noted, neither the Fund, the Service Company nor the
Fund's distributor assumes responsibility for the authenticity of any
instructions received by any of them from a shareholder by telephone. The
Service Company will employ reasonable procedures to confirm that instructions
received over the telephone or otherwise are genuine. Neither the Fund, the
Service Company nor the Fund's distributor will be liable when following
instructions received by telephone or otherwise that the Service Company
reasonably believes to be genuine.
Shareholders may only change information contained in their account
registration (such as the bank account designated to receive wire redemption
proceeds) by writing to the Service Company. Signatures on such written
instructions must be guaranteed.
7
<PAGE>
ADDITIONAL TRANSACTION POLICIES
How the Fund Calculates Its NAV. The Fund's NAV equals the value of its share
without sales charges. The Fund calculates its NAV by adding up the total value
of its investments and other assets, subtracting its liabilities and then
dividing the result by the number of shares outstanding. The Fund computes its
NAV as of the close of regular trading (generally 4:00 p.m. Eastern time) on
each day that the NYSE is open.
The Fund's assets are valued primarily on the basis of market quotations.
Short-term securities with remaining maturities of sixty days or less for which
quotations are not readily available are valued on the basis of amortized cost.
In addition, securities for which quotations are not readily available,
including fixed-income securities, are valued by a method that the Board of
Trustees believes accurately reflects fair value.
Signature Guarantee. For your protection, signatures on stock powers, and
written orders or authorizations must have a signature guarantee. A signature
guarantee can be provided by a U.S. stock exchange member, a bank, or other
persons eligible to guarantee signatures under the Securities Exchange Act of
1934 and the Service Company's policies. The Service Company may waive this
requirement or may require additional documentation in certain cases.
EXCHANGES
You may exchange Institutional shares of the Fund for Institutional Shares
of any other Evergreen Select Fund. You may exchange your shares through your
broker-dealer, by mail or by telephone. All exchange orders must comply with
the applicable requirements for purchases and redemptions and must include your
account number, the number or value of shares to be exchanged, the class of
shares, and the Funds to and from which you wish to exchange.
Signatures on exchange orders must be guaranteed, as described below.
The Fund reserves the right to change or revoke the exchange privilege of
any shareholder or to limit or revoke any exchange. Currently, you may not make
more than five exchanges in a year or three exchanges in a calendar quarter.
Please read the prospectus of the fund that you want to exchange into
before requesting your exchange.
For federal income tax purposes, an exchange is treated as a sale for
taxable investors.
DIVIDENDS
As a shareholder, you are entitled to your share of earnings on the Fund's
investments. You receive such earnings as either an income dividend or a
capital gains distribution. Income dividends come from the dividends that the
Fund earns from its stocks plus any interest it receives from its bonds. The
Fund realizes a capital gain whenever it sells a security for a higher price
than its tax basis.
Dividend Schedule. The Fund declares dividends from its net investment income
daily and pays such dividends monthly. The Fund pays shareholders its net
capital gains at least once a year.
Payment Options. Unless you select another option on your account application,
your dividends and capital gains will be reinvested in additional shares of the
same class of the same Fund.
You may elect to receive some or all of your dividends and capital gains
in cash. Should you select this option, a check will be mailed to you or your
agent or trustee no later than seven days after the payment date.
TAXES
The Fund intends to qualify as a regulated investment company (a "RIC")
under Subchapter M of the Internal Revenue Code of 1986, as amended. As long as
the Fund qualifies as a RIC and distributes substantially all of its net
investment income and capital gains, it will not pay federal income taxes on
the earnings it distributes to shareholders.
Distributions to shareholders, whether taken in cash or reinvested in
shares, are generally considered taxable for federal income tax purposes as
follows:
8
<PAGE>
o Income distributions and net short-term capital gains are taxable as
ordinary income.
o Long-term capital gains distributions are taxable as capital gains,
regardless of how long you have held your shares.
After each calendar year, the Service Company will mail you a statement
indicating which of that year's distributions you should treat as ordinary
income and which you should treat as capital gains. Distributions of income or
capital gains may also be subject to state and local taxes.You should always
consult your tax adviser for specific guidance as to the tax consequences of
your investment in the Fund.
SHAREHOLDER SERVICES
Details on all shareholder services may be obtained from the Service
Company by calling toll free 1-800-633-2700 or by writing to the Service
Company.
Subaccount. Special processing has been arranged with the Service Company for
banks and other institutions that wish to open multiple accounts (a master
account and subaccounts). An investor wishing to avail himself or herself of
the Service Company's subaccounting facilities will be required to enter into a
separate agreement, with the charges to be determined on the basis of the level
of services to be rendered. Subaccounts may be opened with the initial
investment or at a later date and may be established by an investor with
registration either by name or by number.
- --------------------------------------------------------------------------------
FUND DETAILS
- --------------------------------------------------------------------------------
FUND ORGANIZATION AND SERVICE PROVIDERS
Fund Structure. The Fund is an investment pool, which invests shareholders'
money towards a specified goal. The Fund is a diversified series of an
open-end, investment management company, called "Evergreen Select Fixed Income
Trust" (the "Trust"). The Trust is a Delaware business trust organized on
September 17, 1997.
Board of Trustees. The Trust is supervised by a Board of Trustees that is
responsible for representing the interests of shareholders. The Trustees meet
periodically throughout the year to oversee the Fund's activities, reviewing,
among other things, its performance and its contractual arrangements with
various service providers.
Shareholder Rights. All shareholders participate equally in dividends and
distributions from the Fund's assets and have equal voting, liquidation and
other rights. Shareholders may exchange shares as described under "Exchanges,"
but will have no other preference, conversion, exchange or preemptive rights.
When issued and paid for, your shares will be fully paid and nonassessable.
Shares of the Fund are redeemable, transferable and freely assignable as
collateral. The Trust may establish additional classes or series of shares.
The Fund does not hold annual shareholder meetings; the Fund may, however,
hold special meetings for such purposes as electing or removing Trustees,
changing fundamental policies and approving investment advisory agreements or
12b-1 plans. In addition, the Fund is prepared to assist shareholders in
communicating with one another for the purpose of convening a meeting to elect
Trustees. If any matters are to be voted on by shareholders, each share owned
as of the record date for the meeting would be entitled to one vote.
Adviser. The investment adviser to the Fund is the First Union National Bank
("FUNB"), a subsidiary of First Union Corporation ("First Union"). First Union
and First Union National Bank are located at 301 South College Street,
Charlotte, North Carolina 28288-0630. First Union and its subsidiaries provide
a broad range of financial services to individuals and businesses throughout
the U.S.
The Fund pays FUNB a fee for its services equal to 0.60% of average daily
net assets, FUNB has voluntarily agreed to reduce its advisory fee by 0.10%,
resulting in a net advisory fee of 0.50%. FUNB currently intends to continue
waiving 0.10% of the Fund's respective advisory fee through November 30, 1998.
However, FUNB may modify or cancel its expense waiver at any time.
9
<PAGE>
Portfolio Manager. Richard K. Marrone is the Fund's portfolio manager. Richard
Marrone has over 15 years of investment and market experience. Mr. Marrone
joined First Union in 1993 as a Vice President and Senior Portfolio Manager.
Mr. Marrone came to First Union from Woodbridge Capital Management where he
served as a portfolio manager for mutual and common trust funds.
Distributor. Evergreen Distributor, Inc. is the Fund's distributor. Evergreen
Distributor, Inc. is located at 125 West 55th Street, New York, New York 10019
and is a subsidiary of The BISYS Group, Inc. Evergreen Distributor, Inc.
markets the Fund and distributes its shares through broker-dealers, financial
planners and other financial representatives. Evergreen Distributor, Inc. is
not affiliated with First Union.
Transfer Agent. Evergreen Service Company is the Fund's transfer agent.
Evergreen Service Company is a subsidiary of First Union and is located at 200
Berkeley Street, Boston, MA 02116-5034. Evergreen Service Company handles
shareholder services, including record keeping and account statements,
distribution of dividends and capital gains and processing of transactions.
Administrator. Evergreen Investment Services, Inc. ("EIS") serves as
administrator to the Fund. As administrator, and subject to the supervision and
control of the Trust's Board of Trustees, EIS provides the Fund with
facilities, equipment and personnel. For its services as administrator, EIS is
entitled to receive a fee based on the aggregate average daily net assets of
the Fund at a rate based on the total assets of all mutual funds advised by
First Union subsidiaries. The administration fee is calculated in accordance
with the following schedule.
<TABLE>
<S> <C>
Aggregate Average Daily Net Assets Of Mutual Funds
For Which Any Subsidiary Of First Union
Administrative Fee Serves As Investment Adviser
0.060 % on the first $7 billion
0.0425% on the next $3 billion
0.035 % on the next $5 billion
0.025 % on the next $10 billion
0.019 % on the next $5 billion
0.014 % on assets in excess of $30 billion
</TABLE>
SubAdministrator. BISYS Fund Services serves as sub-administrator to the Fund.
For its services BISYS Fund Services is entitled to receive a fee from EIS
calculated on the aggregate average daily net assets of the Fund at a rate
based on the total assets of all mutual funds administered by EIS for which
First Union subsidiaries also serve as investment adviser. The
sub-administrator fee is calculated in accordance with the following schedule:
<TABLE>
<S> <C>
Aggregate Average Daily Net Assets Of Mutual Funds Administered
By BISYS For Which Any Subsidiary Of First Union
Sub-Administrative Fee Serves As Investment Adviser
0.0100% on the first $7 billion
0.0075% on the next $3 billion
0.0050% on the next $15 billion
0.0040% on assets in excess of $25 billion
</TABLE>
OTHER INFORMATION AND POLICIES
Banking Laws. The Glass-Steagall Act and other banking laws and regulations
presently prohibit a bank holding company or its affiliates (a "Bank") from
sponsoring, organizing, controlling, or distributing the shares of a registered
open-end investment company such as the Fund. However, a Bank may act as
investment adviser, transfer agent or custodian to a registered open-end
investment company. A Bank may also purchase shares of such company and pay
third parties for performing these functions.
10
<PAGE>
Securities Transactions. Under policies established by the Trust's Board of
Trustees, FUNB selects broker-dealers to execute portfolio transactions subject
to the receipt of best execution. In so doing, FUNB may select broker-dealers
who are affiliated with FUNB. Moreover, the Fund may pay higher commissions to
broker-dealers that provide research services, which FUNB may use in advising
the Fund or its other clients.
Portfolio Turnover. The estimated annual portfolio turnover rate for the Fund
is not expected to exceed 75%.
Code of Ethics. The Fund and FUNB have each adopted a code of ethics
incorporating policies on personal securities trading. In general, these codes
of ethics require that certain personnel of the Fund and FUNB (1) abstain from
engaging in certain personal trading practices and (2) report certain personal
trading activities.
Other Classes of Shares. The Fund offers two classes of shares, Institutional
and Institutional Service. Only Institutional shares are offered through this
prospectus. Call the Service Company for information on the other classes of
shares, including how to get a prospectus.
FUND PERFORMANCE
Total return. Total return is the change in value of an investment in the Fund
over a given period, assuming that dividends and capital gains are reinvested
and that recurring charges are deducted. A cumulative total return reflects
actual performance over a stated period of time. An average annual total return
is a hypothetical rate of return that, if achieved annually, would have
produced the same cumulative total return if performance had been constant over
the entire period. Average annual total returns smooth out variations in
performance; they are not the same as actual year-by-year results.
Yield. Yield is the income generated by an investment in the Fund over a given
period of time, expressed as an annual percentage rate. Yields are calculated
according to a standard that is required for all stock and bond Funds. Because
this differs from other accounting methods, the quoted yield may not equal the
income actually paid to shareholders.
Related Performance Information. The Fund commenced operations on or about
November 24, 1997. On that date, a common trust fund (a "CTF") transferred
assets to the Fund in exchange for shares of the Fund. After such transfer, the
Fund's portfolio of investments was the same as the portfolio of the CTF
immediately prior to the transfer.
The CTF is for all practical purposes a "predecessor" of the Fund. As a result,
the performance the Fund's Institutional Shares is calculated for periods
commencing before November , 1997, by including the CTF's average annual
total return. The CTFs average annual total return is adjusted to reflect the
deduction of fees and expenses applicable to the Class as stated in the Fee
Table of the Funds' initial prospectus that was effective November , 1997.
These fees and expenses include management fees, Rule 12b-1 fees and certain
other Fund expenses adjusted to reflect any expense waivers or reimbursements.
The quoted performance data includes the performance of the CTF for the period
before the Trust's Registration Statement became effective. The CTF was not
registered under the 1940 Act and thus was not subject to certain investment
restrictions that are imposed by the 1940 Act. If the CTF had been registered
under the 1940 Act, its performance might have been adversely affected. In
addition, the CTF was not subject to the provisions of the Internal Revenue
Code with respect to "regulated investment companies," which provisions, if
imposed, could have adversely affected the CTFs' performance. Employee benefit
plans that invest plan assets in the CTF may be subject to certain charges as
set forth in its Plan Document. Total return figures would be lower for the
period if it reflected these charges.
11
<PAGE>
<TABLE>
<S> <C> <C> <C> <C> <C>
10 Years (Or
since Inception
Fund Name (Predecessor CTF) 1 Year 3 Years 5 Years Inception) Date
Evergreen Select Intermediate Tax Exempt Bond Fund
(National Tax Exempt Trust)
Institutional Shares 7.55% 7.43% 6.13% 7.03%
</TABLE>
General. The Fund may include comparative performance information in
advertising or in marketing the Fund's shares. Such information could include
data from Lipper Analytical Services, Inc., Morningstar, Inc., CDS Weisenberger
and Value Line, other industry publications or various indexes, such as the
Lehman Brothers Aggregate Bond Index.
12
<PAGE>
Investment Adviser
First Capital Group of First Union National Bank, 201 South College Street,
Charlotte, North Carolina 28288
Custodian
State Street Bank and Trust Company, Box 9021, Boston, Massachusetts 02205-9827
Transfer Agent
Evergreen Service Company, 200 Berkeley Street, Boston, Massachusetts, 02116
Legal Counsel
Sullivan & Worcester LLP, 1025 Connecticut Avenue, N.W., Washington, D.C. 20036
Independent Auditors
Price Waterhouse LLP, 160 Federal Street, Boston, Massachusetts 02110
Distributor
Evergreen Distributor, Inc., 125 West 55th Street, New York, New York 10019
63151
<PAGE>
- ----------------------------------------------------------------------------
PROSPECTUS November , 1997
- ----------------------------------------------------------------------------
[Evergreen Logo appears here]
EVERGREEN SELECT MONEY MARKET/LIMITED DURATION FUNDS
- ----------------------------------------------------------------------------
Evergreen Select 100% Treasury Money Market Fund
Evergreen Select Limited Duration Fund
(Each a "Fund," together the "Funds")
INSTITUTIONAL SHARES
This prospectus explains important information about the Institutional
Shares of the Evergreen Select 100% Treasury Money Market Fund and Evergreen
Select Limited Duration Fund, including how the Funds invest and services
available to shareholders. Please read this prospectus before investing, and
keep it for future reference.
When you consider investing in a Fund, remember that the higher the risk
of losing money, the higher the potential reward. The reverse is also generally
true: the lower the risk, the lower the potential reward.
By itself, no Fund is a complete investment plan. When considering an
investment in a Fund, remember to consider your overall investment objectives
and any other investments you own. You should also carefully evaluate your
ability to handle the risks posed by your investment in the Funds. You can find
information on the risks associated with investing in the Funds under the
section called "Fund Descriptions."
To learn more about the Evergreen Select 100% Treasury Money Market Fund
and Evergreen Select Limited Duration Fund, call 1-800-633-2700 for a free copy
of the Fund's statement of additional information ("SAI") dated November ,
1997, as supplemented from time to time. The Funds have filed the SAI with the
Securities and Exchange Commission and has incorporated it by reference
(legally included it) into this prospectus.
Please remember that shares of the Funds are:
o Not deposits or obligations of any bank.
o Not endorsed or guaranteed by any bank.
o Not insured or otherwise protected by the Federal Deposit Insurance
Corporation or any other agency.
o Subject to investment risks, including possible loss of the principal amount.
An investment in the Select 100% Treasury Money Market Fund is neither
insured nor guaranteed by the U.S. government, and there can be no assurance
that the Select 100% Treasury Money Market Fund will be able to maintain a
stable net asset value of $1.00 per share.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
<PAGE>
TABLE OF CONTENTS
----------------
<TABLE>
<S> <C>
EXPENSES 3
FUND DESCRIPTIONS 3
Each Fund's Investment Objective 3
Securities and Investment Practices
Used By Each Fund 4
BUYING AND SELLING SHARES 6
How To Buy Shares 6
How To Redeem Shares 7
Additional Transaction Policies 8
Exchanges 9
Dividends 9
Taxes 9
Shareholder Services 10
<S> <C>
FUND DETAILS 10
Fund Organization and Service
Providers 10
Other Information and Policies 11
Fund Performance 12
</TABLE>
2
<PAGE>
- --------------------------------------------------------------------------------
EXPENSES
- --------------------------------------------------------------------------------
The table and example below are designed to help you understand the
various expenses that you will bear, directly or indirectly, when you invest in
the Funds. Shareholder transaction expenses are fees paid directly from your
account when you buy or sell shares of a Fund. There are no shareholder
transaction expenses.
Annual operating expenses reflect the normal operating expenses of a Fund,
and include costs such as management, distribution and other fees. The table
below shows the Funds' estimated annual operating expenses for the fiscal
period ending February 28, 1998. The example shows what you would pay if you
invested $1,000 over the periods indicated. The examples assume that you
reinvest all of your dividends and that each Fund's average annual return will
be 5%. The example is for illustration purposes only and should not be
considered a representation of past or future expenses or annual return. The
Funds' actual expenses and returns will vary. For a more complete description
of the various costs and expenses borne by the Funds see "Fund Details."
<TABLE>
<S> <C> <C> <C> <C>
Management Other Total Operating
Fees Expenses Expenses (After
Annual Fund Operating Expenses (After Expense 12b-1 (After Expense Expense Waivers or
(as a percentage of average daily net assets) Reimbursements)1 Fees Reimbursements) Reimbursements)1
Evergreen Select 100% Treasury Money Market
Fund 0.15% None 0.05% 0.20%
Evergreen Select Limited Duration Fund 0.20% None 0.10% 0.30%
Example of Fund Expenses 1 year 3 years
Evergreen Select 100% Treasury Money Market
Fund $ 2 $ 6
Evergreen Select Limited Duration Fund $ 3 $ 10
</TABLE>
- --------
(1) The Fund's investment adviser has voluntarily agreed to waive 0.10% of the
Fund's investment advisory fee. Without such waiver the Management Fee set
forth above would be 0.10% higher. The investment adviser currently
intends to continue this expense waiver through November 30, 1998;
however, it may modify or cancel its expense waiver at any time. See "Fund
Details" for more information. In addition, the investment adviser has
limited the Other Expenses of Evergreen Select 100% Treasury Money Market
Fund and Evergreen Select Limited Duration Fund to 0.05% and 0.10%,
respectively. Without this limitation, Other Expenses of the Funds would
be 0.08% and 0.17% higher. Absent expense waivers and/or reimbursements,
the Total Operating Expenses for each of the Funds would be 0.38% and
0.57%, respectively of average daily net assets.
- --------------------------------------------------------------------------------
FUND DESCRIPTIONS
- --------------------------------------------------------------------------------
EACH FUND'S INVESTMENT OBJECTIVE
Evergreen Select 100% Treasury Money Market Fund seeks to maintain
stability of principal while earning current income. In addition, the Fund
seeks to maintain a stable net asset value of $1.00 per share. The Fund seeks
to achieve its investment objective by investing only in U.S. Treasury
Securities. There is no assurance that the Fund will achieve its investment
objective or maintain a stable net asset value of $1.00 per share.
The Fund will invest in securities that are determined to present minimal
credit risk and are, at the time of acquisition, eligible securities under Rule
2a-7 of the Investment Company Act of 1940, as amended ("Rule 2a-7"). The Fund
will also comply with the diversification requirements prescribed by Rule 2a-7.
Evergreen Select Limited Duration Fund seeks to provide current income
consistent with preservation of capital and low principal fluctuation. The
average portfolio duration of the Fund will normally vary from one to three
years based on the Fund's adviser's forecast for interest rates. The Fund seeks
a return that exceeds the return of its benchmark, the Merril Lynch 1-3 Year
Treasury Bond Index.
The Fund invests at least 65% of its assets in investment grade debt
securities (including convertible securities) of the U.S. government and its
agencies and instrumentalities; foreign governments and their subdivisions,
agencies and instrumentalities; domestic and foreign corporations; and
obligations of international agencies or supranational entities. The Fund
invests only in U.S. dollar denominated securities.
3
<PAGE>
The Fund may invest in a variety of derivative instruments that are
consistent with its investment objective and policies. Such derivatives may
include options, futures and options on futures. The Fund may also invest in
mortgage-backed and other asset-backed securities, inflation-indexed bonds,
structured notes, loan participations, interest rate swaps and index swaps. For
more information, see "Derivatives" and "Mortgage-Backed Securities" below.
The Fund may lend portfolio securities and enter into repurchase and
reverse repurchase agreements, forward commitment and when-issued transactions.
The Fund may also invest up to 35% of its assets in high-yield, high-risk
bonds. See "High-yield, High-risk Bonds" below.
The Fund may invest for temporary defensive purposes up to 100% of its
assets in short-term obligations. Such obligations may include master demand
notes, commercial paper and notes, bank deposits and other financial
institution obligations.
SECURITIES AND INVESTMENT PRACTICES USED BY EACH FUND
You can find more information about the types of securities in which each
Fund may invest, the types of investment techniques each Fund may employ in
pursuit of its objective and a summary of related risks set forth below. The
Funds' SAI contains additional information about these investments and
investment techniques.
United States ("U.S.") Government Securities. Each Fund may buy debt securities
that are issued or guaranteed by the U.S. Treasury or by an agency or
instrumentality of the U.S. government. The Evergreen Select 100% Treasury
Money Market Fund may only invest in U.S. Treasury Securities. U.S. Treasury
Securities are high quality debt securities that are issued by the U.S.
Treasury, such as Treasury bills, notes and bonds. U.S. Treasury Securities are
guaranteed as to principal and interest and are supported by the full faith and
credit of the United States. In addition to U.S. Treasury Securities Evergreen
Limited Duration Fund may invest in U. S. government securities that are
supported only by the credit of the instrumentality or by the right of the
instrumentality to borrow from the U.S. government.
While U.S. government securities are guaranteed as to principal and
interest, their market value is not guaranteed. Generally, U.S. government
securities are subject to the same interest rate and credit risks as other
fixed-income securities. However, since U.S. government securities are of the
highest credit quality, the credit risk is minimal. The U.S. government does
not guarantee the net asset value of the Funds' shares.
Borrowing. Each Fund may borrow from banks in an amount up to 33 1/3% of its
total assets, taken at market value. A Fund may only borrow as a temporary
measure for extraordinary or emergency purposes such as the redemption of Fund
shares. A Fund will not purchase securities while borrowings are outstanding
except to exercise prior commitments and to exercise subscription rights.
Securities Lending. To generate income and offset expenses, each Fund may lend
securities to broker-dealers and other financial institutions. Loans of
securities by a Fund may not exceed 30% of the value of the Fund's total
assets. While securities are on loan, the borrower will pay the Fund any income
accruing on the security. Also, the Fund may invest any collateral it receives
in additional securities.
Gains or losses in the market value of a lent security will affect a Fund
and its shareholders. When a Fund lends its securities, it runs the risk that
it could not retrieve the securities on a timely basis, possibly losing the
opportunity to sell the securities at a desirable price. Also, if the borrower
files for bankruptcy or becomes insolvent, the Fund's ability to dispose of the
securities may be delayed.
Investing in Securities of Other Investment Companies. The Fund may invest in
securities of other investment companies. As a shareholder of another
investment company, the Fund would pay its portion of the other investment
company's expenses. These expenses would be in addition to the expenses that
the Fund currently bears concerning its own operations and may result in some
duplication of fees.
When-Issued, Delayed-Delivery and Forward Commitment Transactions. Each Fund
may enter into transactions whereby it commits to buying a security, but does
not pay for or take delivery of the security until some specified date in the
future. The value of these securities is subject to market fluctuation during
this period and no income accrues
4
<PAGE>
to a Fund until settlement. At the time of settlement, a when-issued security
may be valued at less than its purchase price. When entering into these
transactions, a Fund relies on the other party to consummate the transaction;
if the other party fails to do so, the Fund may be disadvantaged.
Other Investment Restrictions. Each Fund has adopted additional investment
restrictions and guidelines that are set forth in the SAI.
The following types of securities are those in which only the Evergreen
Select Limited Duration Fund may invest:
Debt Securities. The Fund may invest in bonds or other instruments used by
corporations or governments to borrow money from investors, including all kinds
of convertible securities. When the Fund buys a debt security, it expects to
earn a variable or fixed rate of interest and it expects the issuer to repay
the amount borrowed at maturity. Some debt securities, such as zero coupon
bonds, do not pay current interest, but are purchased at a discount from their
face values. The main risks of investing in debt securities are:
o Interest Rate Risk: The risk that a bond's prices will fall when
interest rates rise, and vice versa. Debt securities have varying levels
of sensitivity to interest rates. Longer-term bonds are generally more
sensitive to changes in interest rates than short term bonds.
o Credit Risk: The chance that the issuer of a bond will have its credit
rating downgraded or will default (fail to make scheduled interest and
principal payments), potentially reducing the Fund's income and/or share
price.
Debt securities have varying degrees of quality. Investment grade bonds
are generally rated within the four highest grades as determined by Standard &
Poor's Ratings Group ("S & P") (AAA, AA, A or BBB), Moody's Investors Service
("Moody's") (Aaa, Aa, A or Baa), or Fitch Investors Service, L.P. ("Fitch")
(AAA, AA, A or BBB) or their respective equivalent ratings or, if not rated or
rated by another system, determined by the Fund's adviser to be of equivalent
credit quality to securities so rated. For information on below-investment
grade bonds, see "High-yield, High-risk Bonds" below. Investment grade bonds
are regarded as having a greater capacity to pay interest and repay principal.
However, adverse economic conditions, or changing circumstances may lead to a
weakened capacity to pay interest and repay principal than higher-rated bonds.
The Fund is not required to sell or otherwise dispose of any security that
loses its rating or has its rating reduced after the Fund has purchased it.
Also, if S&P, Moody's or Fitch changes its ratings system, the Fund will try to
use comparable ratings as standards according to the Fund's investment
objectives and policies.
Municipal Securities. Municipal securities include municipal bonds, notes and
commercial paper obligations that are obligations issued by or on behalf of
States of the U.S., territories and possessions of the U.S., the District of
Columbia and their political sub-divisions, agencies and instrumentalities.
Municipal bonds include fixed, variable or floating rate general obligations
and revenue bonds (including municipal lease obligations and resource recovery
bonds). Municipal notes include tax anticipation notes, bond anticipation notes
and revenue anticipation notes. Municipal commercial paper obligations are
unsecured promissory notes issued by municipalities to meet short-term credit
needs.
Foreign Securities. The Fund may buy U.S. dollar denominated obligations of
foreign governments and corporations. Because foreign markets operate
differently than the U.S. market, a Fund investing abroad will encounter risks
not normally associated with U.S. companies. For example, information about
foreign corporate securities is frequently less available than information
about U.S. securities, which may reduce the reliability of investment decisions
regarding foreign securities. Political or financial problems more likely to
occur in foreign countries may cause foreign investments to lose money. Foreign
markets may be less liquid than U.S. markets. Foreign issuers may not be
subject to the same accounting, auditing and financial reporting standards and
practices as U.S. issuers, making it more difficult to value the investment.
Foreign governments may regulate or supervise foreign issuers less than in the
U.S. All of these factors can make foreign investments more volatile than U.S.
investments.
5
<PAGE>
Mortgage-Backed Securities. A mortgage-backed security represents an interest
in a "pool" of commercial or residential mortgages. Payments of interest and
principal made by the individual borrowers on the mortgages that underlie the
securities are passed through to the Fund. The Fund may invest in
mortgage-backed securities and other complex asset backed securities, including
collateralized mortgage obligations and stripped mortgage-backed securities.
Early repayment of the mortgages underlying the securities may expose the
Fund to a lower rate of return when it reinvests the principal. The rate of
prepayments will affect the price and volatility of the mortgage-backed
security and may have the effect of shortening or extending the effective
maturity beyond what the Fund anticipated at the time of purchase.
Like other debt securities, changes in interest rates generally affect the
value of a mortgage-backed security. Additionally, some mortgage-backed
securities may be structured so that they may be particularly sensitive to
interest rates and difficult to predict.
High-yield, High-risk Bonds. High-yield, high-risk bonds (commonly called "junk
bonds") are bonds rated BB or lower by S&P or Fitch or Ba by Moody's or, if
unrated or rated under another system, are of comparable quality to obligations
so rated as determined by the Fund's investment adviser. Since these bonds have
a low rating, a degree of doubt surrounds the ability of the issuer to continue
interest payments. High-yield, high-risk bonds are usually backed by issuers of
less proven or questionable financial strength. Compared with higher grade
bonds, issuers of high-yield, high-risk bonds are more likely to face financial
problems and to be materially affected by those problems. As a result, the
ability of issuers of high-yield, high-risk bonds to pay interest and principal
is uncertain. Moreover, the value of a high-yield, high-risk bond may react
strongly to real or perceived unfavorable news about an issuer or the economy.
If a high-yield, high-risk bond issuer defaults, the bond will lose some or all
of its value.
Derivatives. Derivatives are financial contracts whose value is based on an
underlying asset, such as a stock or a bond, or an underlying economic factor,
such as an index or an interest rate.
The Fund may invest in derivatives only if the expected risks and rewards
are consistent with its objectives and policies. The Fund may use futures and
options for hedging purposes only, not for speculation.
Losses from derivatives can sometimes be substantial. This is true partly
because small price movements in the underlying asset can result in immediate
and substantial gains or losses in the value of the derivative. Derivatives can
also cause a Fund to lose money if the Fund fails to correctly predict the
direction in which the underlying asset or economic factor will move.
Repurchase Agreements. The Fund may enter into repurchase agreements. A
repurchase agreement is an agreement by the Fund to purchase a security and
sell it back for a specified price. The repurchase price reflects an
agreed-upon interest rate for the time period of the agreement. The Fund's risk
is the inability of the seller to pay the agreed-upon price at delivery date.
However, such risk is tempered by the ability of the Fund to sell the security
in the open market in case of default. In such a case, the Fund may incur costs
in disposing of the security which would increase Fund expenses.
Reverse Repurchase Agreements. The Fund may enter into reverse repurchase
agreements. A reverse repurchase agreement is an agreement by the Fund to sell
a security and repurchase it at a specified time and price. The Fund could lose
money if the market value of the securities it sold declines below their
repurchase price. Reverse repurchase agreements may be considered a form of
borrowing, and, therefore, a form of leverage. Leverage may magnify gains or
losses of the Fund.
- --------------------------------------------------------------------------------
BUYING AND SELLING SHARES
- --------------------------------------------------------------------------------
HOW TO BUY SHARES
Institutional investors may buy Institutional Shares of the Funds through
broker-dealers, banks and certain other financial intermediaries, or directly
through the Fund's distributor, Evergreen Distributor, Inc. ("EDI"). Investors
may purchase Institutional Shares at the public offering price, which equals
the class's net asset value per share ("NAV"). See "Offering Price and Other
Purchase Information" below.
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<PAGE>
Minimum Investment. The minimum initial investment in Institutional Shares is
$1 million, which may be waived in certain situations. There is no minimum
amount required for subsequent purchases.
Opening an Account. You may open an account by mailing a signed account
application to the particular Fund c/o Evergreen Service Company, P.O. Box
2121, Boston, Massachusetts 02106-2121. You may get an account application by
calling 1-800-633-2700.
Except as provided below, you can only purchase shares by wiring federal
funds to Evergreen Service Company (the "Service Company"). You may obtain
wiring instructions by calling 1-800-633-2700. When you call, the Service
Company representative will ask you for the following information: name of
authorized person; shareholder name; shareholder account number; name of the
Fund and share class; amount being wired; and wiring bank name.
Offering Price and Other Purchase Information. When you buy a Fund's shares,
you pay its NAV next determined after the Fund receives and accepts your order.
The Evergreen Select 100% Treasury Money Market Fund computes its NAV twice
daily, at 12 noon (Eastern time) and as of the close of regular trading on the
New York Stock Exchange ("NYSE") (currently 4:00 p.m. Eastern time). Therefore,
depending on when the Fund accepts your order, you will receive its NAV
calculated at 12 noon or 4:00 p.m.
When you buy shares of the Evergreen Select Limited Duration Fund, the
Fund must receive and accept your order by the close of the business day
(generally 4:00 p.m. Eastern time), in order to receive that day's offering
price; otherwise, you will receive the next day's offering price. For more
information, see "How the Funds Calculate Their NAV."
You may, at a Fund's discretion, pay for shares of a Fund with securities
instead of cash. Additionally, if you want to buy a Fund's shares equal in
amount to $5 million or more the Fund may require you to pay for those shares
with securities instead of cash. A Fund will only accept securities that are
consistent with its investment objective, policies and restrictions. Also, a
Fund will value the securities in the manner described under "How the Funds
Calculates Their NAV." Investors who receive a Fund's shares for securities
instead of cash may pay such transaction costs as broker's commissions, taxes
or governmental fees.
HOW TO REDEEM SHARES
You may redeem shares of a Fund by mail, telephone or other types of
telecommunication.
Mail Redemptions. You may redeem shares on each day that the New York Stock
Exchange ("NYSE") is open by mailing a written request to the Service Company
at the following address:
Evergreen Service Company
P.O. Box 2121
Boston, Massachusetts 02106-2121
The signatures on the written request must be properly guaranteed, as
described below.
How To Redeem By Telephone. You may redeem your shares by calling
1-800-633-2700 between the hours of 9:00 a.m. and 5:00 p.m. (Eastern time) on
each business day. You may also redeem shares by sending a facsimile to (617)
210-2708 or by other means of wire communication. You must state the Fund and
class from which you want to redeem, the number or dollar amount of shares you
want to redeem and your account number. The telephone redemption service is not
available to you automatically. You must elect to do so on your account
application.
If you are unable to reach the Funds or the Service Company by telephone,
you should redeem by mail.
The Service Company will wire your redemption proceeds to the commercial
bank account designated on the account application. If the Service Company
deems it appropriate, it may require additional documentation. Although at
present the Service Company pays the wire costs involved, it reserves the right
at any time to require the shareholder to pay such costs.
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<PAGE>
Redemption Value and Other Redemption Policies. When you sell shares, you
receive the NAV next computed after a Fund receives your request. Since the
Evergreen Select 100% Treasury Money Market Fund computes its NAV twice daily,
depending on when the Fund receives your request, you will receive its NAV
calculated at 12 noon or 4:00 p.m. Generally, the Fund pays redemption proceeds
within seven days.
When you sell shares of the Evergreen Select Limited Duration Fund, you
receive the NAV computed at the close of the NYSE on the day that a Fund
receives your request, if your request is received before 4:00 p.m. Eastern
time. If the Fund receives your redemption request after 4:00 p.m. Eastern
time, you will receive the next day's NAV.
Generally, the Funds pay redemption proceeds within seven days. The Funds
may, at any time, change, suspend or terminate any of the redemption methods
described in this prospectus, except redemptions by mail. For more information,
see "How the Funds Calculate Their NAV."
The Funds may, at their discretion, pay your redemption proceeds with
securities instead of cash. However, each Fund is obligated to redeem shares
solely in cash, up to the lesser of $250,000 or 1% of a Fund's total net assets
during any ninety day period for any one shareholder. See the SAI for further
details.
Except as otherwise noted, neither the Funds, the Service Company nor the
Funds' distributor assumes responsibility for the authenticity of any
instructions received by any of them from a shareholder by telephone. The
Service Company will employ reasonable procedures to confirm that instructions
received over the telephone or otherwise are genuine. Neither the Funds, the
Service Company nor the Fund's distributor will be liable when following
instructions received by telephone or otherwise that the Service Company
reasonably believes to be genuine.
Shareholders may only change information contained in their account
registration (such as the bank account designated to receive wire redemption
proceeds) by writing to the Service Company. Signatures on such written
instructions must be guaranteed.
ADDITIONAL TRANSACTION POLICIES
How the Funds Calculate Their NAV. A Fund's NAV equals the value of its share
without sales charges. A Fund calculates its NAV by adding up the total value
of its investments and other assets, subtracting its liabilities and then
dividing the result by the number of shares outstanding. All expenses,
including fees paid to the Fund's investment adviser, are accrued daily. The
Evergreen Select 100% Treasury Money Market Fund computes its NAV twice daily,
at 12 noon (Eastern time) and as of the close of regular trading (generally
4:00 p.m. Eastern time) on each day that the NYSE is open. The Evergreen Select
Limited Duration Fund computes its NAV as of the close of regular trading
(generally 4:00 p.m. Eastern time) on each day that the NYSE is open.
The securities in the Evergreen Select 100% Treasury Money Market Fund's
portfolio are valued on an amortized cost basis according to Rule 2a-7 under
the 1940 Act. Under this method of valuation, a security is initially valued at
its acquisition cost, and thereafter a constant straightline amortization of
any discount or premium is assumed each day regardless of the impact of
fluctuating interest rates on the market value of the security. The market
value of the obligations in the Fund's portfolio can be expected to vary
inversely to changes in prevailing interest rates. As a result, the market
value of the obligations in the Fund's portfolio may vary from the value
determined using the amortized cost method.
The Evergreen Select Limited Duration Fund's assets are valued primarily
on the basis of market quotations. Short-term securities with remaining
maturities of sixty days or less for which quotations are not readily available
are valued on the basis of amortized cost. In addition, securities for which
quotations are not readily available, including fixed-income securities, are
valued by a method that the Board of Trustees believes accurately reflects fair
value.
Signature Guarantee. For your protection, signatures on stock powers, and
written orders or authorizations must have a signature guarantee. A signature
guarantee can be provided by a U.S. stock exchange member, a bank, or other
persons eligible to guarantee signatures under the Securities Exchange Act of
1934 and the Service Company's policies. The Service Company may waive this
requirement or may require additional documentation in certain cases.
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<PAGE>
EXCHANGES
You may exchange Institutional Shares of the Funds for Institutional
Shares of any other Evergreen Select Fund. You may exchange your shares through
your broker-dealer, by mail or by telephone. All exchange orders must comply
with the applicable requirements for purchases and redemptions and must include
your account number, the number or value of shares to be exchanged, the class
of shares, and the Funds to and from which you wish to exchange.
Signatures on exchange orders must be guaranteed, as described below.
The Funds reserve the right to change or revoke the exchange privilege of
any shareholder or to limit or revoke any exchange. Currently, you may not make
more than five exchanges in a year or three exchanges in a calendar quarter.
Please read the prospectus of the fund that you want to exchange into
before requesting your exchange.
For federal income tax purposes, an exchange is treated as a sale for
taxable investors.
DIVIDENDS
As a shareholder, you are entitled to your share of earnings on a Fund's
investments. You receive such earnings as either an income dividend or a
capital gains distribution. Income dividends come from the dividends that a
Fund earns from its stocks plus any interest it receives from its bonds. A Fund
realizes a capital gain whenever it sells a security for a higher price than
its tax basis.
Dividend Schedule. Each Fund declares dividends from its net investment income
daily and pays such dividends monthly. Each Fund pays shareholders its net
capital gains at least once a year.
Payment Options. Unless you select another option on your account application,
your dividends and capital gains will be reinvested in additional shares of the
same class of the same Fund. Shareholders will receive dividends on investments
made by federal funds bank wire the same day the wire is received provided that
wire purchases are received by State Street by 12 noon (Eastern time). Shares
purchased by qualified institutions via telephone will receive the dividend
declared on that day if the telephone order is placed by 12 noon (Eastern
time), and federal funds are received by 4:00 p.m. (Eastern time). All other
wire purchases received after 12 noon (Eastern time) will earn dividends
beginning the following business day. Dividends accruing on the day of
redemption will be paid to redeeming shareholders except for redemptions where
proceeds are wired the same day.
You may elect to receive some or all of your dividends and capital gains
in cash. Should you select this option, a check will be mailed to you or your
agent or trustee no later than seven days after the payment date.
TAXES
Each Fund intends to qualify as a regulated investment company (a "RIC")
under Subchapter M of the Internal Revenue Code of 1986, as amended. As long as
a Fund qualifies as a RIC and distributes substantially all of its net
investment income and capital gains, it will not pay federal income taxes on
the earnings it distributes to shareholders.
Distributions to shareholders, whether taken in cash or reinvested in
shares, are generally considered taxable for federal income tax purposes as
follows:
o Income distributions and net short-term capital gains are taxable as
ordinary income.
o Long-term capital gains distributions are taxable as capital gains,
regardless of how long you have held your shares.
After each calendar year, the Service Company will mail you a statement
indicating which of that year's distributions you should treat as ordinary
income and which you should treat as capital gains. Distributions of income or
capital gains may also be subject to state and local taxes.You should always
consult your tax adviser for specific guidance as to the tax consequences of
your investment in the Fund.
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<PAGE>
SHAREHOLDER SERVICES
Details on all shareholder services may be obtained from the Service
Company by calling toll free 1-800-633-2700 or by writing to the Service
Company.
Subaccount. Special processing has been arranged with the Service Company for
banks and other institutions that wish to open multiple accounts (a master
account and subaccounts). An investor wishing to avail himself or herself of
the Service Company's subaccounting facilities will be required to enter into a
separate agreement, with the charges to be determined on the basis of the level
of services to be rendered. Subaccounts may be opened with the initial
investment or at a later date and may be established by an investor with
registration either by name or by number.
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FUND DETAILS
- --------------------------------------------------------------------------------
FUND ORGANIZATION AND SERVICE PROVIDERS
Fund Structure. Each Fund is an investment pool, which invests shareholders'
money towards a specified goal. The Evergreen Select 100% Treasury Money Market
Fund is a diversified series of an open-end, investment management company,
called "Evergreen Select Money Market Trust." The Evergreen Select Limited
Duration Fund is a diversified series of an open-end, investment management
company, called "Evergreen Select Fixed Income Trust" (the "Trusts"). The
Trusts are Delaware business trusts organized on September 17, 1997.
Board of Trustees. The Trusts are supervised by a Board of Trustees that is
responsible for representing the interests of shareholders. The Trustees meet
periodically throughout the year to oversee each Fund's activities, reviewing,
among other things, its performance and its contractual arrangements with
various service providers.
Shareholder Rights. All shareholders participate equally in dividends and
distributions from the Fund's assets and have equal voting, liquidation and
other rights. Shareholders may exchange shares as described under "Exchanges,"
but will have no other preference, conversion, exchange or preemptive rights.
When issued and paid for, your shares will be fully paid and nonassessable.
Shares of the Fund are redeemable, transferable and freely assignable as
collateral. The Trust may establish additional classes or series of shares.
The Funds do not hold annual shareholder meetings; a Fund may, however,
hold special meetings for such purposes as electing or removing Trustees,
changing fundamental policies and approving investment advisory agreements or
12b-1 plans. In addition, the Funds are prepared to assist shareholders in
communicating with one another for the purpose of convening a meeting to elect
Trustees. If any matters are to be voted on by shareholders, each share owned
as of the record date for the meeting would be entitled to one vote.
Adviser. The investment adviser to each Fund is First Union National Bank
("FUNB"), a subsidiary of First Union Corporation ("First Union"). First Union
and FUNB are located at 301 South College Street, Charlotte, North Carolina
28288-0630. First Union and its subsidiaries provide a broad range of financial
services to individuals and businesses throughout the U.S.
Each Fund pays FUNB an annual fee for its services equal to 0.25% of
average daily net assets. The Evergreen Select 100% Treasury Money Market Fund
pays an annual fee equal to 0.25% of average daily net assets. The Evergreen
Select Limited Duration Fund pays an annual fee equal to 0.30% of average daily
net assets. FUNB has voluntarily agreed to reduce each Fund's advisory fee by
0.10%, resulting in a net advisory fee of 0.15% and 0.20%, respectively. FUNB
currently intends to continue waiving 0.10% of each Fund's advisory fee through
November 30, 1998. However, FUNB may modify or cancel its expense waiver at any
time.
Portfolio Managers. The portfolio managers of the Fund are George Prattos,
David Fowley and Bradley B. Ridinger.
George Prattos. George Prattos has over 18 years of investment experience.
Mr. Prattos joined First Union in 1991 as a Vice President and Director of the
Specialty Fixed Income Group. He is primarily responsible for managing
specialty fixed income products throughout the First Union system.
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<PAGE>
David Fowley. David Fowley has over five years of investment experience.
Mr. Fowley joined First Union in 1994 as a Trust Investment Officer and
Portfolio Manager.
Bradley B. Ridinger. Brad Ridinger, CFA, has over 10 years of investment
management experience. Mr. Ridinger joined First Union in 1987 as a Vice
President and Senior Portfolio Manager.
Distributor. Evergreen Distributor, Inc. is each Fund's distributor. Evergreen
Distributor, Inc. is located at 125 West 55th Street, New York, New York 10019
and is a subsidiary of The BISYS Group, Inc. Evergreen Distributor, Inc.
markets the Funds and distributes their shares through broker-dealers,
financial planners and other financial representatives. Evergreen Distributor,
Inc. is not affiliated with First Union.
Transfer Agent. Evergreen Service Company is each Fund's transfer agent.
Evergreen Service Company is a subsidiary of First Union and is located at 200
Berkeley Street, Boston, MA 02116-5034. Evergreen Service Company handles
shareholder services, including record keeping and account statements,
distribution of dividends and capital gains and processing of transactions.
Administrator. Evergreen Investment Services, Inc. ("EIS") serves as
administrator to each Fund. As administrator, and subject to the supervision
and control of the Trust's Board of Trustees, EIS provides the Funds with
facilities, equipment and personnel. For its services as administrator, EIS is
entitled to receive a fee based on the aggregate average daily net assets of
the Funds at a rate based on the total assets of all mutual funds advised by
First Union subsidiaries. The administration fee is calculated in accordance
with the following schedule:
<TABLE>
<S> <C>
Aggregate Average Daily Net Assets Of Mutual Funds
For Which Any Subsidiary Of First Union
Administrative Fee Serves As Investment Adviser
0.060 % on the first $7 billion
0.0425% on the next $3 billion
0.035 % on the next $5 billion
0.025 % on the next $10 billion
0.019 % on the next $5 billion
0.014 % on assets in excess of $30 billion
</TABLE>
SubAdministrator. BISYS Fund Services serves as sub-administrator to the Funds.
For its services, BISYS Fund Services is entitled to receive a fee from EIS
calculated on the aggregate average daily net assets of the Funds at a rate
based on the total assets of all mutual funds administered by EIS for which
First Union subsidiaries also serve as investment adviser. The
sub-administrator fee is calculated in accordance with the following schedule:
<TABLE>
<S> <C>
Aggregate Average Daily Net Assets Of Mutual Funds Administered
By BISYS For Which Any Subsidiary Of First Union
Sub-Administrative Fee Serves As Investment Adviser
0.0100% on the first $7 billion
0.0075% on the next $3 billion
0.0050% on the next $15 billion
0.0040% on assets in excess of $25 billion
</TABLE>
OTHER INFORMATION AND POLICIES
Banking Laws. The Glass-Steagall Act and other banking laws and regulations
presently prohibit a bank holding company or its affiliates (a "Bank") from
sponsoring, organizing, controlling, or distributing the shares of a registered
open-end investment company such as each Fund. However, a Bank may act as
investment adviser, transfer agent or custodian to a registered open-end
investment company. A Bank may also purchase shares of such company and pay
third parties for performing these functions.
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<PAGE>
Securities Transactions. Under policies established by the Trust's Board of
Trustees, FUNB selects broker-dealers to execute portfolio transactions subject
to the receipt of best execution. In so doing, FUNB may select broker-dealers
who are affiliated with FUNB. Moreover, the Funds may pay higher commissions to
broker-dealers that provide research services, which FUNB may use in advising
the Funds or its other clients.
Portfolio Turnover. The estimated annual portfolio turnover rate for the
Evergreen Select Limited Duration Fund is not expected to exceed 100%.
Code of Ethics. The Funds and FUNB have each adopted a code of ethics
incorporating policies on personal securities trading. In general, these codes
of ethics require that certain personnel of the Funds and FUNB (1) abstain from
engaging in certain personal trading practices and (2) report certain personal
trading activities.
Other Classes of Shares. Each Fund offers two classes of shares, Institutional
and Institutional Service. Only Institutional Shares are offered through this
prospectus. Call the Service Company for information on the other classes of
shares, including how to get a prospectus.
FUND PERFORMANCE
Total Return. Total return is the change in value of an investment in a Fund
over a given period, assuming that dividends and capital gains are reinvested
and that recurring charges are deducted. A cumulative total return reflects
actual performance over a stated period of time. An average annual total return
is a hypothetical rate of return that, if achieved annually, would have
produced the same cumulative total return if performance had been constant over
the entire period. Average annual total returns smooth out variations in
performance; they are not the same as actual year-by-year results.
Yield. Yield is the income generated by an investment in a Fund over a given
period of time, expressed as an annual percentage rate. Yields are calculated
according to a standard that is required for all stock and bond funds. Because
this differs from other accounting methods, the quoted yield may not equal the
income actually paid to shareholders.
Related Performance Information. Evergreen Select Limited Duration Fund
commenced operations on or about November 24, 1997. On that date, a common
trust fund (a "CTF") transferred assets to the Fund in exchange for shares of
the Fund. After such transfer, the Fund's portfolio of investments was the same
as the portfolio of the CTF immediately prior to the transfer.
The CTF is for all practical purposes a "predecessor" of the Fund. As a
result, the performance for the Fund's Institutional Shares is calculated for
periods commencing before October 31, 1997, by including the CTF's average
annual total return. The CTFs average annual total return is adjusted to
reflect the deduction of fees and expenses applicable to the Class as stated in
the Fee Table of the Funds' initial prospectus that was effective November ,
1997. These fees and expenses include management fees, Rule 12b-1 fees and
certain other Fund expenses adjusted to reflect any expense waivers or
reimbursements.
The quoted performance data includes the performance of the CTF for
periods before the Trust's Registration Statement became effective. The CTF was
not registered under the 1940 Act and thus was not subject to certain
investment restrictions that are imposed by the 1940 Act. If the CTF had been
registered under the 1940 Act, its performance might have been adversely
affected. In addition, the CTF was not subject to the provisions of the
Internal Revenue Code with respect to "regulated investment companies," which
provisions, if imposed, could have adversely affected the CTFs' performance.
Employee benefit plans that invest plan assets in the CTF may be subject to
certain charges as set forth in its Plan Document. Total return figures would
be lower for the period if it reflected these charges.
<TABLE>
<S> <C> <C> <C> <C> <C>
10 Years (Or
since Inception
Fund Name (Predecessor CTF) 1 Year 3 Years 5 Years Inception) Date
Evergreen Select Limited Duration Fund
(Short Term Investment Management Fund-Taxable)
Institutional Shares 6.52% 6.90% N/A 6.40%
</TABLE>
12
<PAGE>
General. The Funds may include comparative performance information in
advertising or in marketing the Fund's shares. Such information could include
data from Lipper Analytical Services, Inc., Morningstar, Inc., CDS Weisenberger
and Value Line, other industry publications or various indexes.
For more information on the Fund's performance, see the SAI.
13
<PAGE>
Investment Adviser
First Capital Group of First Union National Bank, 201 South College Street,
Charlotte, North Carolina 28288
Custodian
State Street Bank and Trust Company, Box 9021, Boston, Massachusetts 02205-9827
Transfer Agent
Evergreen Service Company, 200 Berkeley Street, Boston, Massachusetts, 02116
Legal Counsel
Sullivan & Worcester LLP, 1025 Connecticut Avenue, N.W., Washington, D.C. 20036
Independent Auditors
Price Waterhouse LLP, 160 Federal Street, Boston, Massachusetts 02110
Distributor
Evergreen Distributor, Inc., 125 West 55th Street, New York, New York 10019
63185
541906
<PAGE>
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PROSPECTUS November , 1997
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[Evergreen Logo appears here]
EVERGREEN SELECT FIXED INCOME TRUST
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Evergreen Select Core Bond Fund
Evergreen Select Fixed Income Fund
Evergreen Select Income Plus Fund
Evergreen Select Intermediate Bond Fund
(Each a "Fund," together the "Funds")
INSTITUTIONAL SERVICE SHARES
This prospectus explains important information about the Institutional
Service Shares of the Evergreen Select Fixed Income Trust, including how the
Funds invest and services available to shareholders. Please read this
prospectus before investing, and keep it for future reference.
When you consider investing in a Fund, remember that the higher the risk
of losing money, the higher the potential reward. The reverse is also generally
true: the lower the risk, the lower the potential reward.
By itself, no Fund is a complete investment plan. When considering an
investment in any of the Funds, remember to consider your overall investment
objectives and any other investments you own. You should also carefully
evaluate your ability to handle the risks posed by your investment in the
Funds. You can find information on the risks associated with investing in the
Funds under the section called "Fund Descriptions."
To learn more about the Evergreen Select Fixed Income Trust, call
1-800-343-3453 for a free copy of the Funds' statement of additional
information ("SAI") dated November , 1997 as supplemented from time to time.
The Funds have filed the SAI with the Securities and Exchange Commission and
have incorporated it by reference (legally included it) into this prospectus.
Please remember that shares of the Funds are:
o Not deposits or obligations of any bank.
o Not endorsed or guaranteed by any bank.
o Not insured or otherwise protected by the Federal Deposit Insurance
Corporation or any other agency.
o Subject to investment risks, including possible loss of the principal amount.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
<PAGE>
TABLE OF CONTENTS
----------------
<TABLE>
<S> <C>
EXPENSES 3
FUND DESCRIPTIONS 3
Each Fund's Investment Objective 3
Each Fund's Investment Approach 4
Securities and Investment Practices
Used By Each Fund 4
BUYING AND SELLING SHARES 7
How To Buy Shares 7
How To Redeem Shares 7
Additional Transaction Policies 8
Exchanges 8
Dividends 9
Taxes 9
Shareholder Services 9
<S> <C>
FUND DETAILS 9
Fund Organization and Service
Providers 9
Other Information and Policies 12
Fund Performance 13
</TABLE>
2
<PAGE>
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EXPENSES
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The tables and examples below are designed to help you understand the
various expenses that you will bear, directly or indirectly, when you invest in
the Funds. Shareholder transaction expenses are fees paid directly from your
account when you buy or sell shares of a Fund. There are no shareholder
transaction expenses.
Annual operating expenses reflect the normal operating expenses of a Fund,
and include costs such as management, distribution and other fees. The table
below shows the Funds' estimated annual operating expenses for the fiscal
period ending September 30, 1998. Each Fund's example shows what you would pay
if you invested $1,000 over the periods indicated. The examples assume that you
reinvest all of your dividends and that each Fund's average annual return will
be 5%. The examples are for illustration purposes only and should not be
considered a representation of past or future expenses or annual return. The
Funds' actual expenses and returns will vary. For a more complete description
of the various costs and expenses borne by the Funds see "Fund Details."
<TABLE>
<S> <C> <C> <C> <C>
Management Other Total Operating
Fees Expenses Expenses (After
Annual Fund Operating Expenses (After Expense 12b-1 (After Expense Expense Waivers or
(as a percentage of average daily net assets) Waivers)1 Fees Reimbursements) Reimbursements)1
Evergreen Select Core Bond Fund 0.30% 0.25% 0.12% 0.67%
Evergreen Select Fixed Income Fund 0.40% 0.25% 0.12% 0.77%
Evergreen Select Income Plus Fund 0.40% 0.25% 0.11% 0.76%
Evergreen Select Intermediate Bond Fund 0.30% 0.25% 0.10%1 0.65%
Example of Fund Expenses 1 year 3 years
Evergreen Select Core Bond Fund $ 5 $ 17
Evergreen Select Fixed Income Fund $ 8 $ 25
Evergreen Select Income Plus Fund $ 8 $ 24
Evergreen Select Intermediate Bond Fund $ 8 $ 24
</TABLE>
- --------
(1) The Fund's investment adviser has voluntarily agreed to waive 0.10% of the
Fund's investment advisory fee. Without such waivers each Management Fee
set forth above would be 0.10% higher. The investment adviser currently
intends to continue this expense waiver through November 30, 1998;
however, it may modify or cancel its expense waiver at any time. See "Fund
Details" for more information. In addition, the investment adviser has
limited the Other Expenses of Evergreen Select Intermediate Bond Fund to
0.10%. Absent expense waivers and/or reimbursements, the Total Operating
Expenses for each of the Funds would be as follows:
<TABLE>
<S> <C>
Fund Total Fund Operating Expenses
Evergreen Select Core Bond Fund 0.77%
Evergreen Select Fixed Income Fund 0.88%
Evergreen Select Income Plus Fund 0.86%
Evergreen Select Intermediate Bond Fund 0.88%
</TABLE>
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FUND DESCRIPTIONS
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EACH FUND'S INVESTMENT OBJECTIVE
Evergreen Select Core Bond Fund seeks to maximize total return. The Fund
is managed pursuing a controlled risk approach which uses duration adjustments,
sector composition and security selection in an effort to exceed the return of
its benchmark, the Lehman Brothers Aggregate Bond Index.
Evergreen Select Fixed Income Fund seeks a high level of current income
and a potential for capital appreciation. As a secondary objective, the Fund
seeks preservation of capital. The Fund seeks a return that exceeds the return
of its benchmark, the Lehman Brothers Intermediate Government/Corporate Bond
Index.
3
<PAGE>
Evergreen Select Income Plus Fund seeks a high level of current income and
a potential for capital appreciation. The Fund seeks a return that exceeds the
return of its benchmark, the Lehman Brothers Government/ Corporate Bond Index.
Evergreen Select Intermediate Bond Fund seeks to maximize total return.
The Fund is managed pursuing a controlled risk approach which uses duration
adjustments, sector composition and security selection in an effort to exceed
the return of its benchmark, the Lehman Brothers Intermediate
Government/Corporate Bond Index. The Fund currently expects the dollar weighted
average maturity of its investments to range from two to six years.
Each Fund's investment objective(s) are nonfundamental. As a result, a
Fund may change its objective(s) without a shareholder vote. Each Fund has also
adopted certain fundamental investment policies which are mainly designed to
limit a Fund's exposure to risk. A Fund's fundamental policies cannot be
changed without a shareholder vote. See the SAI for more information regarding
a Fund's fundamental investment policies or other related investment policies.
EACH FUND'S INVESTMENT APPROACH
Each Fund invests at least 65% of its assets in investment grade debt
securities (including convertible securities) of the U.S. government and its
agencies and instrumentalities; foreign governments and their subdivisions,
agencies and instrumentalities; domestic and foreign corporations; and
obligations of international agencies or supranational entities. Each of the
Funds will invest only in U.S. dollar denominated securities.
Each Fund may invest in a variety of derivative instruments that are
consistent with its investment objective(s) and policies, including options,
futures and options on futures. The Funds may also invest in mortgage-backed
and other asset-backed securities, inflation-indexed bonds, structured notes,
loan participations, interest rate swaps and index swaps. For more information,
see "Derivatives" and "Mortgage-Backed Securities" below.
Each Fund may lend portfolio securities and enter into repurchase and
reverse repurchase agreements, forward commitment and when-issued transactions.
Each Fund may also invest up to 35% of its assets in high-yield, high-risk
bonds. See "High-yield, High-risk Bonds" below.
Each Fund may invest for temporary defensive purposes up to 100% of its
assets in short-term obligations. Such obligations may include master demand
notes, commercial paper and notes, bank deposits and other financial
institution obligations.
SECURITIES AND INVESTMENT PRACTICES USED BY EACH FUND
You can find more information about the types of securities in which a
Fund may invest, the types of investment techniques a Fund may employ in
pursuit of its objective and a summary of related risks set forth below. The
Funds' SAI contains additional information about these investments and
investment techniques.
Debt Securities. Each Fund may invest in bonds or other instruments used by
corporations or governments to borrow money from investors, including all kinds
of convertible securities. When a Fund buys a debt security, it expects to earn
a variable or fixed rate of interest and it expects the issuer to repay the
amount borrowed at maturity. Some debt securities, such as zero coupon bonds,
do not pay current interest, but are purchased at a discount from their face
values. The main risks of investing in debt securities are:
o Interest Rate Risk: The risk that a bond's prices will fall when
interest rates rise, and vice versa. Debt securities have varying levels
of sensitivity to interest rates. Longer-term bonds are generally more
sensitive to changes in interest rates than short term bonds.
o Credit Risk: The chance that the issuer of a bond will have its credit
rating downgraded or will default (fail to make scheduled interest and
principal payments), potentially reducing the Fund's income and/or share
price.
Debt securities have varying degrees of quality. Investment grade bonds
are generally rated within the four highest grades as determined by Standard &
Poor's Ratings Group ("S & P") (AAA, AA, A or BBB), Moody's Investors Service
("Moody's") (Aaa, Aa, A or Baa), or Fitch Investors Service, L.P. ("Fitch")
(AAA, AA, A or BBB) or their
4
<PAGE>
respective equivalent ratings or, if not rated or rated by another system,
determined by the Fund's adviser to be of equivalent credit quality to
securities so rated. For information on below-investment grade bonds, see
"High-yield, High-risk Bonds" below. Investment grade bonds are regarded as
having a greater capacity to pay interest and repay principal. However, adverse
economic conditions, or changing circumstances may to lead to a weakened
capacity to pay interest and repay principal than higher-rated bonds.
Each Fund is not required to sell or otherwise dispose of any security
that loses its rating or has its rating reduced after the Fund has purchased
it. Also, if S&P, Moody's or Fitch changes its ratings system, each Fund will
try to use comparable ratings as standards according to the Fund's investment
objectives and policies.
United States ("U.S.") Government Securities. Each Fund may buy debt securities
that are issued or guaranteed by the U.S. Treasury or by an agency or
instrumentality of the U.S. government. Some U.S. government securities, such
as Treasury bills, notes and bonds, are supported by the full faith and credit
of the U.S. Others, however, are supported only by the credit of the
instrumentality or by the right of the instrumentality to borrow from the U.S.
government. While U.S. government securities are guaranteed as to principal and
interest, their market value is not guaranteed. Generally, U.S. government
securities are subject to the same interest rate and credit risks as other
fixed-income securities. However, since U.S. government securities are of the
highest credit quality, the credit risk is minimal. The U.S. government does
not guarantee the net asset value of the Funds' shares.
Foreign Securities. Each Fund may buy U.S. dollar denominated obligations of
foreign governments and corporations. Because foreign markets operate
differently than the U.S. market, a Fund investing abroad will encounter risks
not normally associated with U.S. companies. For example, information about
foreign corporate securities is frequently less available than information
about U.S. securities, which may reduce the reliability of investment decisions
regarding foreign securities. Political or financial problems more likely to
occur in foreign countries may cause foreign investments to lose money. Foreign
markets may be less liquid than U.S. markets. Foreign issuers may not be
subject to the same accounting, auditing and financial reporting standards and
practices as U.S. issuers, making it more difficult to value the investment.
Foreign governments may regulate or supervise foreign issuers less than in the
U.S. All of these factors can make foreign investments more volatile than U.S.
investments.
Mortgage-Backed Securities. A mortgage-backed security represents an interest
in a "pool" of commercial or residential mortgages. Payments of interest and
principal made by the individual borrowers on the mortgages that underlie the
securities are passed through to the Fund. Each Fund may invest in
mortgage-backed securities and other complex asset backed securities, including
collateralized mortgage obligations and stripped mortgage-backed securities.
Early repayment of the mortgages underlying the securities may expose a
fund to a lower rate of return when it reinvests the principal. The rate of
prepayments will affect the price and volatility of the mortgage-backed
security and may have the effect of shortening or extending the effective
maturity beyond what a fund anticipated at the time of purchase.
Like other debt securities, changes in interest rates generally affect the
value of a mortgage-backed security. Additionally, some mortgage-backed
securities may be structured so that they may be particularly sensitive to
interest rates and difficult to predict.
High-yield, High-risk Bonds. High-yield, high-risk bonds (commonly called "junk
bonds") are bonds rated BB or lower by S&P or Fitch or Ba by Moody's or, if
unrated or rated under another system, are of comparable quality to obligations
so rated as determined by a Fund's investment adviser. Since these bonds have a
low rating, a degree of doubt surrounds the ability of the issuer to continue
interest payments. High-yield, high-risk bonds are usually backed by issuers of
less proven or questionable financial strength. Compared with higher grade
bonds, issuers of high-yield, high-risk bonds are more likely to face financial
problems and to be materially affected by those problems. As a result, the
ability of issuers of high-yield, high-risk bonds to pay interest and principal
is uncertain. Moreover, the value of a high-yield, high-risk bond may react
strongly to real or perceived unfavorable news about an issuer or the economy.
If a high-yield, high-risk bond issuer defaults, the bond will lose some or all
of its value.
Derivatives. Derivatives are financial contracts whose value is based on an
underlying asset, such as a stock or a bond, or an underlying economic factor,
such as an index or an interest rate.
5
<PAGE>
Each Fund may invest in derivatives only if the expected risks and rewards
are consistent with its objectives and policies. The Funds may use futures and
options for hedging purposes only, not for speculation.
Losses from derivatives can sometimes be substantial. This is true partly
because small price movements in the underlying asset can result in immediate
and substantial gains or losses in the value of the derivative. Derivatives can
also cause a Fund to lose money if the Fund fails to correctly predict the
direction in which the underlying asset or economic factor will move.
Borrowing. Each Fund may borrow from banks in an amount up to 33 1/3% of its
total assets, taken at market value. A Fund may only borrow as a temporary
measure for extraordinary or emergency purposes such as the redemption of Fund
shares. A Fund will not purchase securities while borrowings are outstanding
except to exercise prior commitments and to exercise subscribtion rights.
Securities Lending. To generate income and offset expenses, each Fund may lend
securities to broker-dealers and other financial institutions. Loans of
securities by a Fund may not exceed 30% of the value of the Fund's total
assets. While securities are on loan, the borrower will pay the Fund any income
accruing on the security. Also, the Fund may invest any collateral it receives
in additional securities.
Gains or losses in the market value of a lent security will affect a Fund
and its shareholders. When a Fund lends its securities, it runs the risk that
it could not retrieve the securities on a timely basis, possibly losing the
opportunity to sell the securities at a desirable price. Also, if the borrower
files for bankruptcy or becomes insolvent, the Fund's ability to dispose of the
securities may be delayed.
Repurchase Agreements. Each Fund may enter into repurchase agreements. A
repurchase agreement is an agreement by a Fund to purchase a security and sell
it back for a specified price. The repurchase price reflects an agreed-upon
interest rate for the time period of the agreement. A Fund's risk is the
inability of the seller to pay the agreed-upon price at delivery date. However,
such risk is tempered by the ability of a Fund to sell the security in the open
market in case of default. In such a case, a Fund may incur costs in disposing
of the security which would increase Fund expenses.
Reverse Repurchase Agreements. Each Fund may enter into reverse repurchase
agreements. A reverse repurchase agreement is an agreement by a Fund to sell a
security and repurchase it at a specified time and price. A Fund could lose
money if the market value of the securities it sold declines below their
repurchase price. Reverse repurchase agreements may be considered a form of
borrowing, and, therefore, a form of leverage. Leverage may magnify gains or
losses of a Fund.
Investing in Securities of Other Investment Companies. The Funds may invest in
securities in other investment companies. As a shareholder of another
investment company, a Fund would pay its portion of the other investment
company's expenses. These expenses would be in addition to the expenses that a
Fund currently bears concerning its own operations and may result in some
duplication of fees.
When-Issued, Delayed-Delivery and Forward Commitment Transactions. Each Fund
may enter into transactions whereby it commits to buying a security, but does
not pay for or take delivery of the security until some specified date in the
future. The value of these securities is subject to market fluctuation during
this period and no income accrues to a Fund until settlement. At the time of
settlement, a when-issued security may be valued at less than its purchase
price. When entering into these transactions, a Fund relies on the other party
to consummate the transaction; if the other party fails to do so, the Fund may
be disadvantaged.
Other Investment Restrictions. Each Fund has adopted additional investment
restrictions and guidelines that are set forth in the SAI.
6
<PAGE>
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BUYING AND SELLING SHARES
- --------------------------------------------------------------------------------
HOW TO BUY SHARES
Institutional investors may buy Institutional Service Shares of the Funds
through broker-dealers, banks and certain other financial intermediaries, or
directly through the Fund's distributor, Evergreen Distributor, Inc. ("EDI").
Investors may purchase Institutional Service Shares at the public offering
price, which equals the class's net asset value per share ("NAV"). See
"Offering Price and Other Purchase Information" below.
Minimum Investment. The minimum initial investment in Institutional Service
Shares is $1 million, which may be waived in certain situations. There is no
minimum amount required for subsequent purchases.
Opening an Account. You may open an account by mailing a signed account
application to the particular Fund c/o Evergreen Service Company, P.O. Box
2121, Boston, Massachusetts 02106-2121. You may get an account application by
calling 1-800-343-3453.
Except as provided below, you can only purchase shares by wiring federal
funds to Evergreen Service Company (the "Service Company"). You may obtain
wiring instructions by calling 1-800-343-3453. When you call, the Service
Company representative will ask you for the following information: name of
authorized person; shareholder name; shareholder account number; name of the
Fund and share class; amount being wired; and wiring bank name.
Offering Price and Other Purchase Information. When you buy a Fund's shares,
you pay its NAV next determined after the Fund receives and accepts your order.
To receive that day's offering price, a Fund must receive and accept your order
by the close of the business day (generally 4:00 p.m. Eastern time); otherwise,
you will receive the next day's offering price. For more information, see "How
the Funds Calculate Their NAV."
You may, at a Fund's discretion, pay for shares of a Fund with securities
instead of cash. Additionally, if you want to buy a Fund's shares equal in
amount to $5 million or more the Fund may require you to pay for those shares
with securities instead of cash. A Fund will only accept securities that are
consistent with its investment objective, policies and restrictions. Also, a
Fund will value the securities in the manner described under "How the Funds
Calculate their NAV." Investors who receive a Fund's shares for securities
instead of cash may pay such transaction costs as broker's commissions, taxes
or governmental fees.
HOW TO REDEEM SHARES
You may redeem shares of a Fund by mail, telephone or other types of
telecommunication.
Mail Redemptions. You may redeem shares on each day that the New York Stock
Exchange ("NYSE") is open by mailing a written request to the Service Company
at the following address:
Evergreen Service Company
P.O. Box 2121
Boston, Massachusetts 02106-2121
The signatures on the written request must be properly guaranteed, as
described below.
How To Redeem By Telephone. You may redeem your shares by calling
1-800-343-3453 between the hours of 8:00 a.m. and 6:00 p.m. (Eastern time) on
each business day. You may also redeem shares by sending a facsimile to (617)
210-2711 or by other means of wire communication. You must state the Fund and
class from which you want to redeem, the number or dollar amount of shares you
want to redeem and your account number. The telephone redemption service is not
available to you automatically. You must elect to do so on your account
application.
If you are unable to reach the Funds or the Service Company by telephone,
you should redeem by mail.
The Service Company will wire your redemption proceeds to the commercial
bank account designated on the account application. If the Service Company
deems it appropriate, it may require additional documentation. Although at
present the Service Company pays the wire costs involved, it reserves the right
at any time to require the shareholder to pay such costs.
7
<PAGE>
Redemption Value and Other Redemption Policies. When you sell shares, you
receive the NAV computed at the close of the NYSE on the day that a Fund
receives your request, if your request is received before 4:00 p.m. Eastern
time. If a Fund receives your redemption request after 4:00 p.m. Eastern time,
you will receive the next day's NAV. Generally, a Fund pays redemption proceeds
within seven days. The Funds may, at any time, change, suspend or terminate any
of the redemption methods described in this prospectus, except redemptions by
mail. For more information, see "How the Funds Calculate Their NAV."
The Funds may, at their discretion, pay your redemption proceeds with
securities instead of cash. However, each Fund is obligated to redeem shares
solely in cash, up to the lesser of $250,000 or 1% of a Fund's total net assets
during any ninety day period for any one shareholder. See the SAI for further
details.
Except as otherwise noted, neither the Funds, the Service Company nor the
Funds' distributor assumes responsibility for the authenticity of any
instructions received by any of them from a shareholder by telephone. The
Service Company will employ reasonable procedures to confirm that instructions
received over the telephone or otherwise are genuine. Neither the Funds, the
Service Company nor the Funds' distributor will be liable when following
instructions received by telephone or otherwise that the Service Company
reasonably believes to be genuine.
Shareholders may only change information contained in their account
registration (such as the bank account designated to receive wire redemption
proceeds) by writing to the Service Company. Signatures on such written
instructions must be guaranteed.
ADDITIONAL TRANSACTION POLICIES
How the Funds Calculate Their NAV. A Fund's NAV equals the value of its share
without sales charges. A Fund calculates its NAV by adding up the total value
of its investments and other assets, subtracting its liabilities and then
dividing the result by the number of shares outstanding. The Funds compute
their NAV as of the close of regular trading (generally 4:00 p.m. Eastern time)
on each day that the NYSE is open.
The Funds' assets are valued primarily on the basis of market quotations.
Short-term securities with remaining maturities of sixty days or less for which
quotations are not readily available are valued on the basis of amortized cost.
In addition, securities for which quotations are not readily available,
including fixed-income securities, are valued by a method that the Board of
Trustees believes accurately reflects fair value.
Signature Guarantee. For your protection, signatures on stock powers, and
written orders or authorizations must have a signature guarantee. A signature
guarantee can be provided by a U.S. stock exchange member, a bank, or other
persons eligible to guarantee signatures under the Securities Exchange Act of
1934 and the Service Company's policies. The Service Company may waive this
requirement or may require additional documentation in certain cases.
EXCHANGES
You may exchange Institutional Service Shares of any Fund for
Institutional Service Shares of any other Evergreen Select Fund. You may
exchange your shares through your broker-dealer, by mail or by telephone. All
exchange orders must comply with the applicable requirements for purchases and
redemptions and must include your account number, the number or value of shares
to be exchanged, the class of shares, and the Funds to and from which you wish
to exchange.
Signatures on exchange orders must be guaranteed, as described below.
The Funds reserve the right to change or revoke the exchange privilege of
any shareholder or to limit or revoke any exchange. Currently, you may not make
more than five exchanges in a year or three exchanges in a calendar quarter.
Please read the prospectus of the fund that you want to exchange into
before requesting your exchange.
For federal income tax purposes, an exchange is treated as a sale for
taxable investors.
8
<PAGE>
DIVIDENDS
As a shareholder, you are entitled to your share of earnings on a Fund's
investments. You receive such earnings as either an income dividend or a
capital gains distribution. Income dividends come from the dividends that a
Fund earns from its stocks plus any interest it receives from its bonds. The
Fund realizes a capital gain whenever it sells a security for a higher price
than its tax basis.
Dividend Schedule. Each Fund declares dividends from its net investment income
daily and pays such dividends monthly. Each Fund pays shareholders its net
capital gains at least once a year.
Payment Options. Unless you select another option on your account application,
your dividends and capital gains will be reinvested in additional shares of the
same class of the same Fund.
You may elect to receive some or all of your dividends and capital gains
in cash. Should you select this option, a check will be mailed to you or your
agent or trustee no later than seven days after the payment date.
TAXES
Each Fund intends to qualify as a regulated investment company (a "RIC")
under Subchapter M of the Internal Revenue Code of 1986, as amended. As long as
a Fund qualifies as a RIC and distributes substantially all of its net
investment income and capital gains, it will not pay federal income taxes on
the earnings it distributes to shareholders.
Distributions to shareholders, whether taken in cash or reinvested in
shares, are generally considered taxable for federal income tax purposes as
follows:
o Income distributions and net short-term capital gains are taxable as
ordinary income.
o Long-term capital gains distributions are taxable as capital gains,
regardless of how long you have held your shares.
After each calendar year, the Service Company will mail you a statement
indicating which of that year's distributions you should treat as ordinary
income and which you should treat as capital gains. Distributions of income or
capital gains may also be subject to state and local taxes.You should always
consult your tax adviser for specific guidance as to the tax consequences of
your investment in the Funds.
SHAREHOLDER SERVICES
Details on all shareholder services may be obtained from the Service
Company by calling toll free 1-800-343-3453 or by writing to the Service
Company.
Subaccount. Special processing has been arranged with the Service Company for
banks and other institutions that wish to open multiple accounts (a master
account and subaccounts). An investor wishing to avail himself or herself of
the Service Company's subaccounting facilities will be required to enter into a
separate agreement, with the charges to be determined on the basis of the level
of services to be rendered. Subaccounts may be opened with the initial
investment or at a later date and may be established by an investor with
registration either by name or by number.
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FUND DETAILS
- --------------------------------------------------------------------------------
FUND ORGANIZATION AND SERVICE PROVIDERS
Fund Structure. Each Fund is an investment pool, which invests shareholders'
money towards a specified goal. Each Fund is a diversified series of an
open-end, investment management company, called "Evergreen Select Fixed Income
Trust" (the "Trust"). The Trust is a Delaware business trust organized on
September 17, 1997.
Board of Trustees. The Trust is supervised by a Board of Trustees that is
responsible for representing the interests of shareholders. The Trustees meet
periodically throughout the year to oversee the Funds' activities, reviewing,
among other things, their performance and their contractual arrangements with
various service providers.
9
<PAGE>
Shareholder Rights. All shareholders participate equally in dividends and
distributions from the Funds' assets and have equal voting, liquidation and
other rights. Shareholders may exchange shares as described under "Exchanges,"
but will have no other preference, conversion, exchange or preemptive rights.
When issued and paid for, your shares will be fully paid and nonassessable.
Shares of the Funds are redeemable, transferable and freely assignable as
collateral. The Trust may establish additional classes or series of shares.
The Funds do not hold annual shareholder meetings; a Fund may, however,
hold special meetings for such purposes as electing or removing Trustees,
changing fundamental policies and approving investment advisory agreements or
12b-1 plans. In addition, the Funds are prepared to assist shareholders in
communicating with one another for the purpose of convening a meeting to elect
Trustees. If any matters are to be voted on by shareholders, each share owned
as of the record date for the meeting would be entitled to one vote.
Adviser. The investment adviser to each Fund is the First Capital Group ("FCG")
of First Union National Bank ("FUNB"), a subsidiary of First Union Corporation
("First Union"). First Union and First Union National Bank are located at 301
South College Street, Charlotte, North Carolina 28288-0630. First Union and its
subsidiaries provide a broad range of financial services to individuals and
businesses throughout the U.S.
Each Fund pays FCG a fee for its services as set forth below. FCG's annual
advisory fees are expressed as a percentage of average net assets. In addition,
FCG has voluntarily agreed to reduce its advisory fee by 0.10%, resulting in
the net advisory fees that are also indicated in the table below.
<TABLE>
<S> <C> <C>
Fund Advisory Fee Net Advisory Fee
Evergreen Select Core Bond Fund 0.40% 0.30%
Evergreen Select Fixed Income Fund 0.50% 0.40%
Evergreen Select Income Plus Fund 0.50% 0.40%
Evergreen Select Intermediate Bond Fund 0.40% 0.30%
</TABLE>
FCG currently intends to continue waiving 0.10% of each Fund's respective
advisory fee through November 30, 1998. However, FCG may modify or cancel its
expense waiver at any time.
Portfolio Managers. Information about the individual portfolio managers
responsible for management of the Trust's currently operational Funds,
including their occupations for the past five years, is provided below.
- --------------------------------------------------------------------------------
Fund Portfolio Manager(s)
Evergreen Select Core The portfolio managers of the Fund are Robert Cheshire
and Bruce J. Besecker.
Bond Fund
Robert Cheshire. Robert Cheshire joined First Fidelity Bank
in 1990, which was acquired by First Union in 1995, as Vice
President and senior portfolio manager. He is head of the
Newark Taxable Fixed Income Unit and manages the Evergreen
Intermediate Term Government Securities Fund.
Bruce J. Besecker. Bruce Besecker has over 16 years
investment experience. In addition to managing the
Philadelphia Taxable Fixed Income Unit for Capital
Management Group of FUNB, he maintains fund and individual
account responsibilities. Mr. Besecker joined First Union in
1987.
Evergreen Select Fixed The portfolio managers of the Fund are Thomas Ellis,
Income Fund Rollin C. Williams and Robert Cheshire.
Thomas Ellis. Thomas Ellis has over 28 years of experience
in investments. Mr. Ellis joined First Union in 1985 as a
Vice President and Senior Portfolio Manager. At First Union
he is responsible for the portfolio management of over $1
billion in taxable fixed income assets, including Evergreen
Short-Intermediate Bond Fund, a mutual fund; the Fixed
Income Fund, a common trust fund; and 17 separate accounts.
Prior to joining First Union, Mr. Ellis served in the bond
department of 1st Tennessee Bank.
10
<PAGE>
- --------------------------------------------------------------------------------
Fund Portfolio Manager(s)
Rollin C. Williams, CFA. Rollin Williams has over 28 years
of investment and banking management experience. In addition
to managing First Union's Diversified Bond Group Trust and
the Evergreen U.S. Government Fund, he is also responsible
for the management of over $2.2 billion in fixed income
portfolios. Before joining First Union, Mr. Williams was the
head of fixed income investment at Dominion Trust Company in
Roanoke, VA. Mr. Williams has been with First Union since
1993 when Dominion was acquired by the bank; he started with
Dominion Trust Company in 1988.
Robert Cheshire. Robert Cheshire joined First Fidelity Bank
in 1990, which was acquired by First Union in 1995, as Vice
President and senior portfolio manager. He is head of the
Newark Taxable Fixed Income Unit and manages the Evergreen
Intermediate Term Government Securities Fund.
Evergreen Select The portfolio managers of the Fund are George Prattos and J.
P. Weaver.
Income Plus Fund
George Prattos. George Prattos has over 18 years of
investment experience. Mr. Prattos joined First Union in
1991 as a Vice President and Director of the Specialty Fixed
Income Group. He is primarily responsible for managing
specialty fixed income products throughout the First Union
system.
J. P. Weaver. J. P. Weaver has over 12 years of market
experience in fixed income investments. He joined First
Union in 1994 as a Vice President and Director of Fixed
Income Research. In addition, he manages several separate
accounts within the Specialty Fixed Income Group. Mr. Weaver
joined First Union from One Federal Asset Management in
Boston, MA, where he served as a portfolio manager from
1988-1994.
Evergreen Select The portfolio managers of the Fund are Thomas Ellis, Rollin
Intermediate Bond C. Williams and Robert Cheshire.
Fund
Thomas Ellis. Thomas Ellis has over 28 years of experience
in investments. Mr. Ellis joined First Union in 1985 as a
Vice President and Senior Portfolio Manager. At First Union
he is responsible for the portfolio management of over $1
billion in taxable fixed income assets, including Evergreen
Short-Intermediate Bond Fund, a mutual fund; the Fixed
Income Fund, a common trust fund; and 17 separate accounts.
Prior to joining First Union, Mr. Ellis served in the bond
department of 1st Tennessee Bank.
Rollin C. Williams, CFA. Rollin Williams has over 28 years
of investment and banking management experience. In addition
to managing First Union's Diversified Bond Group Trust and
the Evergreen U.S. Government Fund, he is also responsible
for the management of over $2.2 billion in fixed income
portfolios. Before joining First Union, Mr. Williams was the
head of fixed income investment at Dominion Trust Company in
Roanoke, VA. Mr. Williams has been with First Union since
1993 when Dominion was acquired by the bank; he started with
Dominion Trust Company in 1988.
Robert Cheshire. Robert Cheshire joined First Fidelity Bank
in 1990, which was acquired by First Union in 1995, as Vice
President and senior portfolio manager. He is head of the
Newark Taxable Fixed Income Unit and manages the Evergreen
Intermediate Term Government Securities Fund.
Distributor. Evergreen Distributor, Inc. is each Fund's distributor. Evergreen
Distributor, Inc. is located at 125 West 55th Street, New York, New York 10019
and is a subsidiary of The BISYS Group, Inc. Evergreen Distributor, Inc.
markets the Funds and distributes their shares through broker-dealers,
financial planners and other financial representatives. Evergreen Distributor,
Inc. is not affiliated with First Union.
11
<PAGE>
Transfer Agent. Evergreen Service Company is each Fund's transfer agent.
Evergreen Service Company is a subsidiary of First Union and is located at 200
Berkeley Street, Boston, MA 02116-5034. Evergreen Service Company handles
shareholder services, including record keeping and account statements,
distribution of dividends and capital gains and processing of transactions.
Administrator. Evergreen Investment Services, Inc. ("EIS") serves as
administrator to each Fund. As administrator, and subject to the supervision
and control of the Trust's Board of Trustees, EIS provides the Funds with
facilities, equipment and personnel. For its services as administrator, EIS is
entitled to receive a fee based on the aggregate average daily net assets of
the Funds at a rate based on the total assets of all mutual funds advised by
First Union subsidiaries. The administration fee is calculated in accordance
with the following schedule.
<TABLE>
<S> <C>
Aggregate Average Daily Net Assets Of Mutual Funds
For Which Any Subsidiary Of First Union
Administrative Fee Serves As Investment Adviser
0.060 % on the first $7 billion
0.0425% on the next $3 billion
0.035 % on the next $5 billion
0.025 % on the next $10 billion
0.019 % on the next $5 billion
0.014 % on assets in excess of $30 billion
</TABLE>
SubAdministrator. BISYS Fund Services serves as sub-administrator to the Funds.
For its services BISYS Fund Services is entitled to receive a fee from EIS
calculated on the aggregate average daily net assets of the Funds at a rate
based on the total assets of all mutual funds administered by EIS for which
First Union subsidiaries also serve as investment adviser. The
sub-administrator fee is calculated in accordance with the following schedule:
<TABLE>
<S> <C>
Aggregate Average Daily Net Assets Of Mutual Funds Administered
By BISYS For Which Any Subsidiary Of First Union
Sub-Administrative Fee Serves As Investment Adviser
0.0100% on the first $7 billion
0.0075% on the next $3 billion
0.0050% on the next $15 billion
0.0040% on assets in excess of $25 billion
</TABLE>
OTHER INFORMATION AND POLICIES
Distribution Plan. The Trust has adopted a distribution plan for the
Institutional Service Class shares of each Fund as allowed under the Investment
Company Act of 1940. Each Fund's distribution plan permits the Fund to pay an
annual service fee of up to 0.25% of the average daily net assets of the class
for personal service rendered to shareholders and/or the maintenance of
accounts. Each Fund's distribution plan may be terminated at any time by vote
of the Independent Trustees or by vote of a majority of the outstanding
Institutional Service Shares. For more information about the Funds'
distribution plans, see the SAI.
Banking Laws. The Glass-Steagall Act and other banking laws and regulations
presently prohibit a bank holding company or its affiliates (a "Bank") from
sponsoring, organizing, controlling, or distributing the shares of a registered
open-end investment company such as each Fund. However, a Bank may act as
investment adviser, transfer agent or custodian to a registered open-end
investment company. A Bank may also purchase shares of such company and pay
third parties for performing these functions.
Securities Transactions. Under policies established by the Trust's Board of
Trustees, FCG selects broker-dealers to execute portfolio transactions subject
to the receipt of best execution. In so doing, FCG may select broker-dealers
who are affiliated with FCG. Moreover, the Funds may pay higher commissions to
broker-dealers that provide research services, which FCG may use in advising
the Funds or its other clients.
12
<PAGE>
Portfolio Turnover. The estimated annual portfolio turnover rates for each Fund
is not expected to exceed the rate set forth below.
<TABLE>
<S> <C>
Estimated Annual
Fund Name Portfolio Turnover
Evergreen Select Core Bond Fund 50%
Evergreen Select Fixed Income Fund 50%
Evergreen Select Income Plus Fund 50%
Evergreen Select Intermediate Bond Fund 50%
</TABLE>
Code of Ethics. The Fund and FCG have each adopted a code of ethics
incorporating policies on personal securities trading. In general, these codes
of ethics require that certain personnel of the Funds and FCG (1) abstain from
engaging in certain personal trading practices and (2) report certain personal
trading activities.
Other Classes of Shares. Each Fund, other than Evergreen Select Core Bond Fund,
offers two classes of shares, Institutional and Institutional Service.
Evergreen Select Core Bond Fund offers three classes of shares, Charitable,
Institutional and Institutional Service. Only Institutional Service Shares are
offered through this prospectus. Call the Service Company for information on
the other classes of shares, including how to get a prospectus.
FUND PERFORMANCE
Total return. Total return is the change in value of an investment in a Fund
over a given period, assuming that dividends and capital gains are reinvested
and that recurring charges are deducted. A cumulative total return reflects
actual performance over a stated period of time. An average annual total return
is a hypothetical rate of return that, if achieved annually, would have
produced the same cumulative total return if performance had been constant over
the entire period. Average annual total returns smooth out variations in
performance; they are not the same as actual year-by-year results.
Yield. Yield is the income generated by an investment in a Fund over a given
period of time, expressed as an annual percentage rate. Yields are calculated
according to a standard that is required for all stock and bond Funds. Because
this differs from other accounting methods, the quoted yield may not equal the
income actually paid to shareholders.
Related Performance Information. The Funds commenced operations on or about
November 24, 1997. On that date, each of four common trust funds (each a "CTF")
transferred assets to the Fund having corresponding investment objectives,
policies and limitations in exchange for shares of such Fund. After such
transfer, each Fund's portfolio of investments on October 31, 1997, was the
same as the portfolio of the corresponding CTF immediately prior to the
transfer.
The CTFs are for all practical purposes "predecessors" of the Funds. As a
result, the performance for each Fund's Institutional Service Shares is
calculated for periods commencing before October 31, 1997, by including the
corresponding CTF's average annual total return. The CTFs average annual total
return is adjusted to reflect the deduction of fees and expenses under
"Expenses". These fees and expenses include management fees and certain other
Fund expenses adjusted to reflect any expense waivers or reimbursements.
The quoted performance data includes the performance of the CTFs for
periods before the Trust's Registration Statement became effective. The CTFs
were not registered under the 1940 Act and thus were not subject to certain
investment restrictions that are imposed by the 1940 Act. If the CTFs had been
registered under the 1940 Act, their performance might have been adversely
affected. In addition, the CTFs were not subject to the provisions of the
Internal Revenue Code with respect to "regulated investment companies," which
provisions, if imposed, could have adversely affected the CTFs' performance.
Employee benefit plans that invest plan assets in the CTFs may be subject to
certain charges as set forth in their respective Plan Documents. Total return
figures would be lower for the period if they reflected these charges.
13
<PAGE>
<TABLE>
<S> <C> <C> <C> <C> <C>
10 Years (Or
since Inception
Fund Name (Predecessor CTF) 1 Year 3 Years 5 Years Inception) Date
Evergreen Select Core Bond Fund
(Charitable Fixed Income Trust)
Institutional Service Shares
Evergreen Select Fixed Income Fund
(Fixed Income Trust)
Institutional Service Shares
Evergreen Select Income Plus Fund
(Income Plus (1996) Trust)
Institutional Service Shares
</TABLE>
General. The Funds may include comparative performance information in
advertising or in marketing the Fund's shares. Such information could include
data from Lipper Analytical Services, Inc., Morningstar, Inc., CDS Weisenberger
and Value Line, other industry publications or various indexes, such as the
Lehman Brothers Aggregate Bond Index.
14
<PAGE>
Investment Adviser
First Capital Group of First Union National Bank, 201 South College Street,
Charlotte, North Carolina 28288
Custodian
State Street Bank and Trust Company, Box 9021, Boston, Massachusetts 02205-9827
Transfer Agent
Evergreen Service Company, 200 Berkeley Street, Boston, Massachusetts, 02116
Legal Counsel
Sullivan & Worcester LLP, 1025 Connecticut Avenue, N.W., Washington, D.C. 20036
Independent Auditors
Price Waterhouse LLP, 160 Federal Street, Boston, Massachusetts 02110
Distributor
Evergreen Distributor, Inc., 125 West 55th Street, New York, New York 10019
62081
<PAGE>
- ----------------------------------------------------------------------------
PROSPECTUS November , 1997
- ----------------------------------------------------------------------------
[Evergreen Logo appears here]
EVERGREEN SELECT INTERMEDIATE TAX EXEMPT BOND FUND ("THE FUND")
- ----------------------------------------------------------------------------
INSTITUTIONAL SERVICE SHARES
This prospectus explains important information about the Institutional
Service Shares of the Evergreen Select Fixed Income Trust, including how the
Fund invests and services available to shareholders. Please read this
prospectus before investing, and keep it for future reference.
When you consider investing in the Fund, remember that the higher the risk
of losing money, the higher the potential reward. The reverse is also generally
true: the lower the risk, the lower the potential reward.
By itself, no Fund is a complete investment plan. When considering an
investment in the Fund, remember to consider your overall investment objectives
and any other investments you own. You should also carefully evaluate your
ability to handle the risks posed by your investment in the Fund. You can find
information on the risks associated with investing in the Fund under the
section called "Fund Description."
To learn more about the Evergreen Select Fixed Income Trust, call
1-800-343-3453 for a free copy of the Funds' statement of additional
information ("SAI") dated November , 1997 as supplemented from time to time.
The Fund has filed the SAI with the Securities and Exchange Commission and has
incorporated it by reference (legally included it) into this prospectus.
Please remember that shares of the Fund are:
o Not deposits or obligations of any bank.
o Not endorsed or guaranteed by any bank.
o Not insured or otherwise protected by the Federal Deposit Insurance
Corporation or any other agency.
o Subject to investment risks, including possible loss of the principal amount.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
<PAGE>
<PAGE>
TABLE OF CONTENTS
----------------
<TABLE>
<S> <C>
EXPENSES 3
FUND DESCRIPTION 3
The Fund's Investment Objective 3
Securities and Investment Practices
Used By The Fund 4
BUYING AND SELLING SHARES 6
How To Buy Shares 6
How To Redeem Shares 7
Additional Transaction Policies 8
Exchanges 8
Dividends 8
Taxes 8
Shareholder Services 9
<S> <C>
FUND DETAILS 9
Fund Organization and Service
Providers 9
Other Information and Policies 10
Fund Performance 11
</TABLE>
2
<PAGE>
<PAGE>
- --------------------------------------------------------------------------------
EXPENSES
- --------------------------------------------------------------------------------
The tables and examples below are designed to help you understand the
various expenses that you will bear, directly or indirectly, when you invest in
the Fund. Shareholder transaction expenses are fees paid directly from your
account when you buy or sell shares of the Fund. There are no shareholder
transaction expenses.
Annual operating expenses reflect the normal operating expenses of the
Fund, and include costs such as management, distribution and other fees. The
table below shows the Fund's estimated annual operating expenses for the fiscal
period ending September 30, 1998. The Fund's example shows what you would pay
if you invested $1,000 over the periods indicated. The examples assume that you
reinvest all of your dividends and that the Fund's average annual return will
be 5%. The examples are for illustration purposes only and should not be
considered a representation of past or future expenses or annual return. The
Fund's actual expenses and returns will vary. For a more complete description
of the various costs and expenses borne by the Fund see "Fund Details."
<TABLE>
<S> <C> <C> <C> <C>
Management Other Total Operating
Fees1 Expenses Expenses (After
Annual Fund Operating Expenses (After Expense 12b-1 (After Expense Expense Waivers or
(as a percentage of average daily net assets) Waivers) Fees Reimbursements) Reimbursements)1
Evergreen Select Intermediate Tax Exempt Bond
Fund 0.50% 0.25% 0.14% 0.89%
Example of Fund Expenses 1 year 3 years
Evergreen Select Intermediate Tax Exempt Bond
Fund $ 9 $ 28
</TABLE>
- --------
(1) The Fund's investment adviser has voluntarily agreed to waive 0.10% of the
Fund's investment advisory fee. Without such waivers the Management Fee
set forth above would be 0.10% higher. The investment adviser currently
intends to continue this expense waiver through November 30, 1998;
however, it may modify or cancel its expense waiver at any time. See "Fund
Details" for more information. Absent expense waivers and/or
reimbursements, the Total Operating Expenses for the Fund would be 0.99%
of average daily net assets.
- --------------------------------------------------------------------------------
FUND DESCRIPTION
- --------------------------------------------------------------------------------
THE FUND'S INVESTMENT OBJECTIVE
Evergreen Select Intermediate Tax Exempt Bond Fund seeks the highest
possible current income, exempt from federal income taxes, consistent with the
Fund's maturity and preservation of capital.
Under normal market conditions, the Fund invests its assets according to
applicable guidelines issued by the Securities and Exchange Commission
concerning investment in tax-exempt securities. The Fund may not change this
investment policy without shareholder approval. To comply with this
requirement, the Fund normally invests at least 80% of its assets in securities
exempt from federal income tax. The Fund may invest up to 20% of its assets in
securities that are subject to the alternative minimum tax and/or taxable
obligations. The Fund will maintain a dollar-weighted average maturity of five
to ten years.
The Fund may invest in a variety of derivative instruments that are
consistent with its investment objective(s) and policies including options,
futures and options on futures. The Fund also may invest in mortgage-backed and
other asset-backed securities, inflation-indexed bonds, structured notes, loan
participations, interest rate swaps and index swaps. For more information, see
"Derivatives" and "Mortgage-Backed Securities" below.
The Fund may lend portfolio securities and enter into repurchase and
reverse repurchase agreements, forward commitment and when-issued transactions.
The Fund may invest up to 20% of its assets in high-yield, high-risk bonds, but
not in bonds that are rated below B.
The Fund may invest for temporary defensive purposes up to 100% of its
assets in short-term obligations. Such obligations may include master demand
notes, commercial paper and notes, bank deposits and other financial
institution obligations.
3
<PAGE>
<PAGE>
The Fund's investment objective is nonfundamental. As a result, the Fund
may change its objective(s) without a shareholder vote. The Fund has also
adopted certain fundamental investment policies which are mainly designed to
limit the Fund's exposure to risk. The Fund's fundamental policies cannot be
changed without a shareholder vote. See the SAI for more information regarding
the Fund's fundamental investment policies or other related investment
policies.
SECURITIES AND INVESTMENT PRACTICES USED BY THE FUND
You can find more information about the types of securities in which the
Fund may invest, the types of investment techniques the Fund may employ in
pursuit of its objective and a summary of related risks set forth below. The
Fund's SAI contains additional information about these investments and
investment techniques.
Debt Securities. The Fund may invest in bonds or other instruments used by
corporations or governments to borrow money from investors, including all kinds
of convertible securities. When the Fund buys a debt security, it expects to
earn a variable or fixed rate of interest and it expects the issuer to repay
the amount borrowed at maturity. Some debt securities, such as zero coupon
bonds, do not pay current interest, but are purchased at a discount from their
face values. The main risks of investing in debt securities are:
o Interest Rate Risk: The risk that a bond's prices will fall when
interest rates rise, and vice versa. Debt securities have varying levels
of sensitivity to interest rates. Longer-term bonds are generally more
sensitive to changes in interest rates than short term bonds.
o Credit Risk: The chance that the issuer of a bond will have its credit
rating downgraded or will default (fail to make scheduled interest and
principal payments), potentially reducing the Fund's income and/or share
price.
Debt securities have varying degrees of quality. Investment grade bonds
are generally rated within the four highest grades as determined by Standard &
Poor's Ratings Group ("S & P") (AAA, AA, A or BBB), Moody's Investors Service
("Moody's") (Aaa, Aa, A or Baa), or Fitch Investors Service, L.P. ("Fitch")
(AAA, AA, A or BBB) or their respective equivalent ratings or, if not rated or
rated by another system, determined by the Fund's adviser to be of equivalent
credit quality to securities so rated. For information on below-investment
grade bonds, see "High-yield, High-risk Bonds" below. Investment grade bonds
are regarded as having a greater capacity to pay interest and repay principal.
However, adverse economic conditions, or changing circumstances may lead to a
weakened capacity to pay interest and repay principal than higher-rated bonds.
The Fund is not required to sell or otherwise dispose of any security that
loses its rating or has its rating reduced after the Fund has purchased it.
Also, if S&P, Moody's or Fitch changes its ratings system, the Fund will try to
use comparable ratings as standards according to the Fund's investment
objectives and policies.
United States ("U.S.") Government Securities. The Fund may buy debt securities
that are issued or guaranteed by the U.S. Treasury or by an agency or
instrumentality of the U.S. government. Some U.S. government securities, such
as Treasury bills, notes and bonds, are supported by the full faith and credit
of the U.S. Others, however, are supported only by the credit of the
instrumentality or by the right of the instrumentality to borrow from the U.S.
government.
While U.S. government securities are guaranteed as to principal and
interest, their market value is not guaranteed. Generally, U.S. government
securities are subject to the same interest rate and credit risks as other
fixed-income securities. However, since U.S. government securities are of the
highest credit quality, the credit risk is minimal. The U.S. government does
not guarantee the net asset value of the Funds' shares.
Municipal Securities. Municipal securities include municipal bonds, notes and
commercial paper obligations that are obligations issued by or on behalf of
States of the U.S., territories and possessions of the U.S., the District of
Columbia and their political sub-divisions, agencies and instrumentalities.
Municipal bonds include fixed, variable or floating rate general obligations
and revenue bonds (including municipal lease obligations and resource recovery
bonds). Municipal notes include tax anticipation notes, bond anticipation notes
and revenue anticipation notes. Municipal commercial paper obligations are
unsecured promissory notes issued by municipalities to meet short-term credit
needs.
4
<PAGE>
<PAGE>
Foreign Securities. The Fund may buy U.S. dollar denominated obligations of
foreign governments and corporations. Because foreign markets operate
differently than the U.S. market, a Fund investing abroad will encounter risks
not normally associated with U.S. companies. For example, information about
foreign corporate securities is frequently less available than information
about U.S. securities, which may reduce the reliability of investment decisions
regarding foreign securities. Political or financial problems more likely to
occur in foreign countries may cause foreign investments to lose money. Foreign
markets may be less liquid than U.S. markets. Foreign issuers may not be
subject to the same accounting, auditing and financial reporting standards and
practices as U.S. issuers, making it more difficult to value the investment.
Foreign governments may regulate or supervise foreign issuers less than in the
U.S. All of these factors can make foreign investments more volatile than U.S.
investments.
Mortgage-Backed Securities. A mortgage-backed security represents an interest
in a "pool" of commercial or residential mortgages. Payments of interest and
principal made by the individual borrowers on the mortgages that underlie the
securities are passed through to the Fund. The Fund may invest in
mortgage-backed securities and other complex asset backed securities, including
collateralized mortgage obligations and stripped mortgage-backed securities.
Early repayment of the mortgages underlying the securities may expose the
Fund to a lower rate of return when it reinvests the principal. The rate of
prepayments will affect the price and volatility of the mortgage-backed
security and may have the effect of shortening or extending the effective
maturity beyond what the Fund anticipated at the time of purchase.
Like other debt securities, changes in interest rates generally affect the
value of a mortgage-backed security. Additionally, some mortgage-backed
securities may be structured so that they may be particularly sensitive to
interest rates and difficult to predict.
High-yield, High-risk Bonds. High-yield, high-risk bonds (commonly called "junk
bonds") are bonds rated BB or lower by S&P or Fitch or Ba by Moody's or, if
unrated or rated under another system, are of comparable quality to obligations
so rated as determined by the Fund's investment adviser. Since these bonds have
a low rating, a degree of doubt surrounds the ability of the issuer to continue
interest payments. High-yield, high-risk bonds are usually backed by issuers of
less proven or questionable financial strength. Compared with higher grade
bonds, issuers of high-yield, high-risk bonds are more likely to face financial
problems and to be materially affected by those problems. As a result, the
ability of issuers of high-yield, high-risk bonds to pay interest and principal
is uncertain. Moreover, the value of a high-yield, high-risk bond may react
strongly to real or perceived unfavorable news about an issuer or the economy.
If a high-yield, high-risk bond issuer defaults, the bond will lose some or all
of its value.
Derivatives. Derivatives are financial contracts whose value is based on an
underlying asset, such as a stock or a bond, or an underlying economic factor,
such as an index or an interest rate.
The Fund may invest in derivatives only if the expected risks and rewards
are consistent with its objectives and policies. The Fund may use futures and
options for hedging purposes only, not for speculation.
Losses from derivatives can sometimes be substantial. This is true partly
because small price movements in the underlying asset can result in immediate
and substantial gains or losses in the value of the derivative. Derivatives can
also cause a Fund to lose money if the Fund fails to correctly predict the
direction in which the underlying asset or economic factor will move.
Borrowing. The Fund may borrow from banks in an amount up to 33 1/3% of its
total assets, taken at market value. The Fund may only borrow as a temporary
measure for extraordinary or emergency purposes such as the redemption of Fund
shares. The Fund will not purchase securities while borrowings are outstanding
except to exercise prior commitments and to exercise subscribtion rights.
Securities Lending. To generate income and offset expenses, the Fund may lend
securities to broker-dealers and other financial institutions. Loans of
securities by the Fund may not exceed 30% of the value of the Fund's total
assets. While securities are on loan, the borrower will pay the Fund any income
accruing on the security. Also, the Fund may invest any collateral it receives
in additional securities.
5
<PAGE>
<PAGE>
Gains or losses in the market value of a lent security will affect the
Fund and its shareholders. When the Fund lends its securities, it runs the risk
that it could not retrieve the securities on a timely basis, possibly losing
the opportunity to sell the securities at a desirable price. Also, if the
borrower files for bankruptcy or becomes insolvent, the Fund's ability to
dispose of the securities may be delayed.
Repurchase Agreements. The Fund may enter into repurchase agreements. A
repurchase agreement is an agreement by the Fund to purchase a security and
sell it back for a specified price. The repurchase price reflects an
agreed-upon interest rate for the time period of the agreement. The Fund's risk
is the inability of the seller to pay the agreed-upon price at delivery date.
However, such risk is tempered by the ability of the Fund to sell the security
in the open market in case of default. In such a case, the Fund may incur costs
in disposing of the security which would increase Fund expenses.
Reverse Repurchase Agreements. The Fund may enter into reverse repurchase
agreements. A reverse repurchase agreement is an agreement by the Fund to sell
a security and repurchase it at a specified time and price. The Fund could lose
money if the market value of the securities it sold declines below their
repurchase price. Reverse repurchase agreements may be considered a form of
borrowing, and, therefore, a form of leverage. Leverage may magnify gains or
losses of the Fund.
Investing in Securities of Other Investment Companies. The Fund may invest in
securities of other investment companies. As a shareholder of another
investment company, the Fund would pay its portion of the other investment
company's expenses. These expenses would be in addition to the expenses that
the Fund currently bears concerning its own operations and may result in some
duplication of fees.
When-Issued, Delayed-Delivery and Forward Commitment Transactions. The Fund may
enter into transactions whereby it commits to buying a security, but does not
pay for or take delivery of the security until some specified date in the
future. The value of these securities is subject to market fluctuation during
this period and no income accrues to the Fund until settlement. At the time of
settlement, a when-issued security may be valued at less than its purchase
price. When entering into these transactions, the Fund relies on the other
party to consummate the transaction; if the other party fails to do so, the
Fund may be disadvantaged.
Other Investment Restrictions. The Fund has adopted additional investment
restrictions and guidelines that are set forth in the SAI.
- --------------------------------------------------------------------------------
BUYING AND SELLING SHARES
- --------------------------------------------------------------------------------
HOW TO BUY SHARES
Institutional investors may buy Institutional Service Shares of the Fund
through broker-dealers, banks and certain other financial intermediaries, or
directly through the Fund's distributor, Evergreen Distributor, Inc. ("EDI").
Investors may purchase Institutional Service Shares at the public offering
price, which equals the class's net asset value per share ("NAV"). See
"Offering Price and Other Purchase Information" below.
Minimum Investment. The minimum initial investment in Institutional Service
Shares is $1 million, which may be waived in certain situations. There is no
minimum amount required for subsequent purchases.
Opening an Account. You may open an account by mailing a signed account
application to the Fund c/o Evergreen Service Company, P.O. Box 2121, Boston,
Massachusetts 02106-2121. You may get an account application by calling
1-800-343-3453.
Except as provided below, you can only purchase shares by wiring federal
funds to Evergreen Service Company (the "Service Company"). You may obtain
wiring instructions by calling 1-800-343-3453. When you call, the Service
Company representative will ask you for the following information: name of
authorized person; shareholder name; shareholder account number; name of the
Fund and share class; amount being wired; and wiring bank name.
6
<PAGE>
<PAGE>
Offering Price and Other Purchase Information. When you buy the Fund's shares,
you pay its NAV next determined after the Fund receives and accepts your order.
To receive that day's offering price, the Fund must receive and accept your
order by the close of the business day (generally 4:00 p.m. Eastern time);
otherwise, you will receive the next day's offering price. For more
information, see "How the Fund Calculates Its NAV."
You may, at the Fund's discretion, pay for shares of the Fund with
securities instead of cash. Additionally, if you want to buy the Fund's shares
equal in amount to $5 million or more the Fund may require you to pay for those
shares with securities instead of cash. The Fund will only accept securities
that are consistent with its investment objective, policies and restrictions.
Also, the Fund will value the securities in the manner described under "How the
Fund Calculates Its NAV." Investors who receive the Fund's shares for
securities instead of cash may pay such transaction costs as broker's
commissions, taxes or governmental fees.
HOW TO REDEEM SHARES
You may redeem shares of the Fund by mail, telephone or other types of
telecommunication.
Mail Redemptions. You may redeem shares on each day that the New York Stock
Exchange ("NYSE") is open by mailing a written request to the Service Company
at the following address:
Evergreen Service Company
P.O. Box 2121
Boston, Massachusetts 02106-2121
The signatures on the written request must be properly guaranteed, as
described below.
How To Redeem By Telephone. You may redeem your shares by calling
1-800-343-3453 between the hours of 8:00 a.m. and 6:00 p.m. (Eastern time) on
each business day. You may also redeem shares by sending a facsimile to (617)
210-2711 or by other means of wire communication. You must state the Fund and
class from which you want to redeem, the number or dollar amount of shares you
want to redeem and your account number. The telephone redemption service is not
available to you automatically. You must elect to do so on your account
application.
If you are unable to reach the Fund or the Service Company by telephone,
you should redeem by mail.
The Service Company will wire your redemption proceeds to the commercial
bank account designated on the account application. If the Service Company
deems it appropriate, it may require additional documentation. Although at
present the Service Company pays the wire costs involved, it reserves the right
at any time to require the shareholder to pay such costs.
Redemption Value and Other Redemption Policies. When you sell shares, you
receive the NAV computed at the close of the NYSE on the day that the Fund
receives your request, if your request is received before 4:00 p.m. Eastern
time. If the Fund receives your redemption request after 4:00 p.m. Eastern
time, you will receive the next day's NAV. Generally, the Fund pays redemption
proceeds within seven days. The Fund may, at any time, change, suspend or
terminate any of the redemption methods described in this prospectus, except
redemptions by mail. For more information, see "How the Fund Calculates Its
NAV."
The Fund may, at its discretion, pay your redemption proceeds with
securities instead of cash. However, the Fund is obligated to redeem shares
solely in cash, up to the lesser of $250,000 or 1% of the Fund's total net
assets during any ninety day period for any one shareholder. See the SAI for
further details.
Except as otherwise noted, neither the Fund, the Service Company nor the
Fund's distributor assumes responsibility for the authenticity of any
instructions received by any of them from a shareholder by telephone. The
Service Company will employ reasonable procedures to confirm that instructions
received over the telephone or otherwise are genuine. Neither the Fund, the
Service Company nor the Fund's distributor will be liable when following
instructions received by telephone or otherwise that the Service Company
reasonably believes to be genuine.
Shareholders may only change information contained in their account
registration (such as the bank account designated to receive wire redemption
proceeds) by writing to the Service Company. Signatures on such written
instructions must be guaranteed.
7
<PAGE>
<PAGE>
ADDITIONAL TRANSACTION POLICIES
How the Fund Calculates Its NAV. The Fund's NAV equals the value of its share
without sales charges. The Fund calculates its NAV by adding up the total value
of its investments and other assets, subtracting its liabilities and then
dividing the result by the number of shares outstanding. The Fund computes its
NAV as of the close of regular trading (generally 4:00 p.m. Eastern time) on
each day that the NYSE is open.
The Fund's assets are valued primarily on the basis of market quotations.
Short-term securities with remaining maturities of sixty days or less for which
quotations are not readily available are valued on the basis of amortized cost.
In addition, securities for which quotations are not readily available,
including fixed-income securities, are valued by a method that the Board of
Trustees believes accurately reflects fair value.
Signature Guarantee. For your protection, signatures on stock powers, and
written orders or authorizations must have a signature guarantee. A signature
guarantee can be provided by a U.S. stock exchange member, a bank, or other
persons eligible to guarantee signatures under the Securities Exchange Act of
1934 and the Service Company's policies. The Service Company may waive this
requirement or may require additional documentation in certain cases.
EXCHANGES
You may exchange Institutional Service Shares of the Fund for
Institutional Service Shares of any other Evergreen Select Fund. You may
exchange your shares through your broker-dealer, by mail or by telephone. All
exchange orders must comply with the applicable requirements for purchases and
redemptions and must include your account number, the number or value of shares
to be exchanged, the class of shares, and the Funds to and from which you wish
to exchange.
Signatures on exchange orders must be guaranteed, as described below.
The Fund reserves the right to change or revoke the exchange privilege of
any shareholder or to limit or revoke any exchange. Currently, you may not make
more than five exchanges in a year or three exchanges in a calendar quarter.
Please read the prospectus of the fund that you want to exchange into
before requesting your exchange.
For federal income tax purposes, an exchange is treated as a sale for
taxable investors.
DIVIDENDS
As a shareholder, you are entitled to your share of earnings on the Fund's
investments. You receive such earnings as either an income dividend or a
capital gains distribution. Income dividends come from the dividends that the
Fund earns from its stocks plus any interest it receives from its bonds. The
Fund realizes a capital gain whenever it sells a security for a higher price
than its tax basis.
Dividend Schedule. The Fund declares dividends from its net investment income
daily and pays such dividends monthly. The Fund pays shareholders its net
capital gains at least once a year.
Payment Options. Unless you select another option on your account application,
your dividends and capital gains will be reinvested in additional shares of the
same class of the same Fund.
You may elect to receive some or all of your dividends and capital gains
in cash. Should you select this option, a check will be mailed to you or your
agent or trustee no later than seven days after the payment date.
TAXES
The Fund intends to qualify as a regulated investment company (a "RIC")
under Subchapter M of the Internal Revenue Code of 1986, as amended. As long as
the Fund qualifies as a RIC and distributes substantially all of its net
investment income and capital gains, it will not pay federal income taxes on
the earnings it distributes to shareholders.
Distributions to shareholders, whether taken in cash or reinvested in
shares, are generally considered taxable for federal income tax purposes as
follows:
8
<PAGE>
<PAGE>
o Income distributions and net short-term capital gains are taxable as
ordinary income.
o Long-term capital gains distributions are taxable as capital gains,
regardless of how long you have held your shares.
After each calendar year, the Service Company will mail you a statement
indicating which of that year's distributions you should treat as ordinary
income and which you should treat as capital gains. Distributions of income or
capital gains may also be subject to state and local taxes.You should always
consult your tax adviser for specific guidance as to the tax consequences of
your investment in the Fund.
SHAREHOLDER SERVICES
Details on all shareholder services may be obtained from the Service
Company by calling toll free 1-800-343-3453 or by writing to the Service
Company.
Subaccount. Special processing has been arranged with the Service Company for
banks and other institutions that wish to open multiple accounts (a master
account and subaccounts). An investor wishing to avail himself or herself of
the Service Company's subaccounting facilities will be required to enter into a
separate agreement, with the charges to be determined on the basis of the level
of services to be rendered. Subaccounts may be opened with the initial
investment or at a later date and may be established by an investor with
registration either by name or by number.
- --------------------------------------------------------------------------------
FUND DETAILS
- --------------------------------------------------------------------------------
FUND ORGANIZATION AND SERVICE PROVIDERS
Fund Structure. The Fund is an investment pool, which invests shareholders'
money towards a specified goal. The Fund is a diversified series of an
open-end, investment management company, called "Evergreen Select Fixed Income
Trust" (the "Trust"). The Trust is a Delaware business trust organized on
September 17, 1997.
Board of Trustees. The Trust is supervised by a Board of Trustees that is
responsible for representing the interests of shareholders. The Trustees meet
periodically throughout the year to oversee the Fund's activities, reviewing,
among other things, its performance and its contractual arrangements with
various service providers.
Shareholder Rights. All shareholders participate equally in dividends and
distributions from the Fund's assets and have equal voting, liquidation and
other rights. Shareholders may exchange shares as described under "Exchanges,"
but will have no other preference, conversion, exchange or preemptive rights.
When issued and paid for, your shares will be fully paid and nonassessable.
Shares of the Fund are redeemable, transferable and freely assignable as
collateral. The Trust may establish additional classes or series of shares.
The Fund does not hold annual shareholder meetings; the Fund may, however,
hold special meetings for such purposes as electing or removing Trustees,
changing fundamental policies and approving investment advisory agreements or
12b-1 plans. In addition, the Fund is prepared to assist shareholders in
communicating with one another for the purpose of convening a meeting to elect
Trustees. If any matters are to be voted on by shareholders, each share owned
as of the record date for the meeting would be entitled to one vote.
Adviser. The investment adviser to the Fund is the First Union National Bank
("FUNB"), a subsidiary of First Union Corporation ("First Union"). First Union
and First Union National Bank are located at 301 South College Street,
Charlotte, North Carolina 28288-0630. First Union and its subsidiaries provide
a broad range of financial services to individuals and businesses throughout
the U.S.
The Fund pays FUNB a fee for its services equal to 0.60% of average daily
net assets, FUNB has voluntarily agreed to reduce its advisory fee by 0.10%,
resulting in a net advisory fee of 0.50%. FUNB currently intends to continue
waiving 0.10% of the Fund's respective advisory fee through November 30, 1998.
However, FUNB may modify or cancel its expense waiver at any time.
9
<PAGE>
<PAGE>
Portfolio Manager. Richard K. Marrone is the Fund's portfolio manager. Richard
Marrone has over 15 years of investment and market experience. Mr. Marrone
joined First Union in 1993 as a Vice President and Senior Portfolio Manager.
Mr. Marrone came to First Union from Woodbridge Capital Management where he
served as a portfolio manager for mutual and common trust funds.
Distributor. Evergreen Distributor, Inc. is the Fund's distributor. Evergreen
Distributor, Inc. is located at 125 West 55th Street, New York, New York 10019
and is a subsidiary of The BISYS Group, Inc. Evergreen Distributor, Inc.
markets the Fund and distributes its shares through broker-dealers, financial
planners and other financial representatives. Evergreen Distributor, Inc. is
not affiliated with First Union.
Transfer Agent. Evergreen Service Company is the Fund's transfer agent.
Evergreen Service Company is a subsidiary of First Union and is located at 200
Berkeley Street, Boston, MA 02116-5034. Evergreen Service Company handles
shareholder services, including record keeping and account statements,
distribution of dividends and capital gains and processing of transactions.
Administrator. Evergreen Investment Services, Inc. ("EIS") serves as
administrator to the Fund. As administrator, and subject to the supervision and
control of the Trust's Board of Trustees, EIS provides the Fund with
facilities, equipment and personnel. For its services as administrator, EIS is
entitled to receive a fee based on the aggregate average daily net assets of
the Fund at a rate based on the total assets of all mutual funds advised by
First Union subsidiaries. The administration fee is calculated in accordance
with the following schedule.
<TABLE>
<S> <C>
Aggregate Average Daily Net Assets Of Mutual Funds
For Which Any Subsidiary Of First Union
Administrative Fee Serves As Investment Adviser
0.060 % on the first $7 billion
0.0425% on the next $3 billion
0.035 % on the next $5 billion
0.025 % on the next $10 billion
0.019 % on the next $5 billion
0.014 % on assets in excess of $30 billion
</TABLE>
SubAdministrator. BISYS Fund Services serves as sub-administrator to the Fund.
For its services BISYS Fund Services is entitled to receive a fee from EIS
calculated on the aggregate average daily net assets of the Fund at a rate
based on the total assets of all mutual funds administered by EIS for which
First Union subsidiaries also serve as investment adviser. The
sub-administrator fee is calculated in accordance with the following schedule:
<TABLE>
<S> <C>
Aggregate Average Daily Net Assets Of Mutual Funds Administered
By BISYS For Which Any Subsidiary Of First Union
Sub-Administrative Fee Serves As Investment Adviser
0.0100% on the first $7 billion
0.0075% on the next $3 billion
0.0050% on the next $15 billion
0.0040% on assets in excess of $25 billion
</TABLE>
OTHER INFORMATION AND POLICIES
Distribution Plan.The Trust has adopted a distribution plan for the
Institutional Service Class shares of each Fund as allowed under the Investment
Company Act of 1940. Each Fund's distribution plan permits the Fund to pay an
annual service fee of up to 0.25% of the average daily net assets of the class
for personal services rendered to shareholders and/or the maintenance of
accounts. Each Fund's distribution plan may be terminated at any time by vote
of the Independent Trustees or by vote of a majority of the outstanding
Institutional Service Shares. For more information about the Funds'
distribution plans, see the SAI.
10
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<PAGE>
Banking Laws. The Glass-Steagall Act and other banking laws and regulations
presently prohibit a bank holding company or its affiliates (a "Bank") from
sponsoring, organizing, controlling, or distributing the shares of a registered
open-end investment company such as the Fund. However, a Bank may act as
investment adviser, transfer agent or custodian to a registered open-end
investment company. A Bank may also purchase shares of such company and pay
third parties for performing these functions.
Securities Transactions. Under policies established by the Trust's Board of
Trustees, FUNB selects broker-dealers to execute portfolio transactions subject
to the receipt of best execution. In so doing, FUNB may select broker-dealers
who are affiliated with FUNB. Moreover, the Fund may pay higher commissions to
broker-dealers that provide research services, which FUNB may use in advising
the Fund or its other clients.
Portfolio Turnover. The estimated annual portfolio turnover rate for the Fund
is not expected to exceed 75%.
Code of Ethics. The Fund and FUNB have each adopted a code of ethics
incorporating policies on personal securities trading. In general, these codes
of ethics require that certain personnel of the Fund and FUNB (1) abstain from
engaging in certain personal trading practices and (2) report certain personal
trading activities.
Other Classes of Shares. The Fund offers two classes of shares, Institutional
and Institutional Service. Only Institutional Service Shares are offered
through this prospectus. Call the Service Company for information on the other
classes of shares, including how to get a prospectus.
FUND PERFORMANCE
Total return. Total return is the change in value of an investment in the Fund
over a given period, assuming that dividends and capital gains are reinvested
and that recurring charges are deducted. A cumulative total return reflects
actual performance over a stated period of time. An average annual total return
is a hypothetical rate of return that, if achieved annually, would have
produced the same cumulative total return if performance had been constant over
the entire period. Average annual total returns smooth out variations in
performance; they are not the same as actual year-by-year results.
Yield. Yield is the income generated by an investment in the Fund over a given
period of time, expressed as an annual percentage rate. Yields are calculated
according to a standard that is required for all stock and bond Funds. Because
this differs from other accounting methods, the quoted yield may not equal the
income actually paid to shareholders.
Related Performance Information. The Fund commenced operations on or about
November 24, 1997. On that date, a common trust fund (a "CTF") transferred
assets to the Fund in exchange for shares of the Fund. After such transfer, the
Fund's portfolio of investments was the same as the portfolio of the CTF
immediately prior to the transfer.
The CTF is for all practical purposes a "predecessor" of the Fund. As a result,
the performance the Fund's Institutional Service Shares is calculated for
periods commencing before October 31, 1997, by including the CTF's average
annual total return. The CTFs average annual total return is adjusted to
reflect the deduction of fees and expenses applicable to the Class as stated in
the Fee Table of the Funds' initial prospectus that was effective November ,
1997. These fees and expenses include management fees, Rule 12b-1 fees and
certain other Fund expenses adjusted to reflect any expense waivers or
reimbursements.
The quoted performance data includes the performance of the CTF for the period
before the Trust's Registration Statement became effective. The CTF was not
registered under the 1940 Act and thus was not subject to certain investment
restrictions that are imposed by the 1940 Act. If the CTF had been registered
under the 1940 Act, its performance might have been adversely affected. In
addition, the CTF was not subject to the provisions of the Internal Revenue
Code with respect to "regulated investment companies," which provisions, if
imposed, could have adversely affected the CTFs' performance. Employee benefit
plans that invest plan assets in the CTF may be subject to certain charges as
set forth in its Plan Document. Total return figures would be lower for the
period if it reflected these charges.
11
<PAGE>
<PAGE>
<TABLE>
<S> <C> <C> <C> <C> <C>
10 Years (Or
since Inception
Fund Name (Predecessor CTF) 1 Year 3 Years 5 Years Inception) Date
Evergreen Select Intermediate Tax Exempt Bond Fund
(National Tax Exempt Trust)
Institutional Service Shares
</TABLE>
General. The Fund may include comparative performance information in
advertising or in marketing the Fund's shares. Such information could include
data from Lipper Analytical Services, Inc., Morningstar, Inc., CDS Weisenberger
and Value Line, other industry publications or various indexes, such as the
Lehman Brothers Aggregate Bond Index.
12
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<PAGE>
Investment Adviser
First Capital Group of First Union National Bank, 201 South College Street,
Charlotte, North Carolina 28288
Custodian
State Street Bank and Trust Company, Box 9021, Boston, Massachusetts 02205-9827
Transfer Agent
Evergreen Service Company, 200 Berkeley Street, Boston, Massachusetts, 02116
Legal Counsel
Sullivan & Worcester LLP, 1025 Connecticut Avenue, N.W., Washington, D.C. 20036
Independent Auditors
Price Waterhouse LLP, 160 Federal Street, Boston, Massachusetts 02110
Distributor
Evergreen Distributor, Inc., 125 West 55th Street, New York, New York 10019
63574
<PAGE>
- ----------------------------------------------------------------------------
PROSPECTUS November , 1997
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[EVERGREEN LOGO APPEAR HERE]
EVERGREEN SELECT MONEY MARKET/LIMITED DURATION FUNDS
- ----------------------------------------------------------------------------
Evergreen Select 100% Treasury Money Market Fund
Evergreen Select Limited Duration Fund
(Each a "Fund," together the "Funds")
INSTITUTIONAL SERVICE SHARES
This prospectus explains important information about the Institutional
Service Shares of the Evergreen Select 100% Treasury Money Market Fund and
Evergreen Select Limited Duration Fund, including how the Funds invest and
services available to shareholders. Please read this prospectus before
investing, and keep it for future reference.
When you consider investing in a Fund, remember that the higher the risk
of losing money, the higher the potential reward. The reverse is also generally
true: the lower the risk, the lower the potential reward.
By itself, no Fund is a complete investment plan. When considering an
investment in a Fund, remember to consider your overall investment objectives
and any other investments you own. You should also carefully evaluate your
ability to handle the risks posed by your investment in the Funds. You can find
information on the risks associated with investing in the Funds under the
section called "Fund Descriptions."
To learn more about the Evergreen Select 100% Treasury Money Market Fund
and Evergreen Select Limited Duration Fund, call 1-800-343-3453 for a free copy
of the Fund's statement of additional information ("SAI") dated November ,
1997, as supplemented from time to time. The Funds have filed the SAI with the
Securities and Exchange Commission and has incorporated it by reference
(legally included it) into this prospectus.
Please remember that shares of the Funds are:
o Not deposits or obligations of any bank.
o Not endorsed or guaranteed by any bank.
o Not insured or otherwise protected by the Federal Deposit Insurance
Corporation or any other agency.
o Subject to investment risks, including possible loss of the principal amount.
An investment in the Select 100% Treasury Money Market Fund is neither
insured nor guaranteed by the U.S. government, and there can be no assurance
that the Select 100% Treasury Money Market Fund will be able to maintain a
stable net asset value of $1.00 per share.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
<PAGE>
TABLE OF CONTENTS
----------------
<TABLE>
<S> <C>
EXPENSES 3
FUND DESCRIPTIONS 3
Each Fund's Investment Objective 3
Securities and Investment Practices
Used By Each Fund 4
BUYING AND SELLING SHARES 6
How To Buy Shares 6
How To Redeem Shares 7
Additional Transaction Policies 8
Exchanges 9
Dividends 9
Taxes 9
Shareholder Services 10
<S> <C>
FUND DETAILS 10
Fund Organization and Service
Providers 10
Other Information and Policies 11
Fund Performance 12
</TABLE>
2
<PAGE>
- --------------------------------------------------------------------------------
EXPENSES
- --------------------------------------------------------------------------------
The table and example below are designed to help you understand the
various expenses that you will bear, directly or indirectly, when you invest in
the Funds. Shareholder transaction expenses are fees paid directly from your
account when you buy or sell shares of a Fund. There are no shareholder
transaction expenses.
Annual operating expenses reflect the normal operating expenses of a Fund,
and include costs such as management, distribution and other fees. The table
below shows the Funds' estimated annual operating expenses for the fiscal
period ending February 28, 1998. The example shows what you would pay if you
invested $1,000 over the periods indicated. The examples assume that you
reinvest all of your dividends and that each Fund's average annual return will
be 5%. The example is for illustration purposes only and should not be
considered a representation of past or future expenses or annual return. The
Funds' actual expenses and returns will vary. For a more complete description
of the various costs and expenses borne by the Funds see "Fund Details."
<TABLE>
<S> <C> <C> <C> <C>
Management Other Total Operating
Fees Expenses Expenses (After
Annual Fund Operating Expenses (After Expense 12b-1 (After Expense Expense Waivers or
(as a percentage of average daily net assets) Reimbursements)1 Fees Reimbursements) Reimbursements)1
Evergreen Select 100% Treasury Money Market
Fund 0.15% 0.25% 0.05% 0.45%
Evergreen Select Limited Duration Fund 0.20% 0.25% 0.10% 0.55%
Example of Fund Expenses 1 year 3 years
Evergreen Select 100% Treasury Money Market
Fund $5 $14
Evergreen Select Limited Duration Fund $7 $21
</TABLE>
- --------
(1) The Fund's investment adviser has voluntarily agreed to waive 0.10% of the
Fund's investment advisory fee. Without such waiver the Management Fee set
forth above would be 0.10% higher. The investment adviser currently
intends to continue this expense waiver through November 30, 1998;
however, it may modify or cancel its expense waiver at any time. See "Fund
Details" for more information. In addition, the investment adviser has
limited the Other Expenses of Evergreen Select 100% Treasury Money Market
Fund and Evergreen Select Limited Duration Fund to 0.05% and 0.10%,
respectively. Without this limitation, Other Expenses of the Funds would
be 0.08% and 0.17% higher. Absent expense waivers and/or reimbursements,
the Total Operating Expenses for each of the Funds would be 0.63% and
0.82%, respectively of average daily net assets.
- --------------------------------------------------------------------------------
FUND DESCRIPTIONS
- --------------------------------------------------------------------------------
EACH FUND'S INVESTMENT OBJECTIVE
Evergreen Select 100% Treasury Money Market Fund seeks to maintain
stability of principal while earning current income. In addition, the Fund
seeks to maintain a stable net asset value of $1.00 per share. The Fund seeks
to achieve its investment objective by investing only in U.S. Treasury
Securities. There is no assurance that the Fund will achieve its investment
objective or maintain a stable net asset value of $1.00 per share.
The Fund will invest in securities that are determined to present minimal
credit risk and are, at the time of acquisition, eligible securities under Rule
2a-7 of the Investment Company Act of 1940, as amended ("Rule 2a-7"). The Fund
will also comply with the diversification requirements prescribed by Rule 2a-7.
Evergreen Select Limited Duration Fund seeks to provide current income
consistent with preservation of capital and low principal fluctuation. The
average portfolio duration of the Fund will normally vary from one to three
years based on the Fund's adviser's forecast for interest rates. The Fund seeks
a return that exceeds the return of its benchmark, the Merril Lynch 1-3 Year
Treasury Bond Index.
The Fund invests at least 65% of its assets in investment grade debt
securities (including convertible securities) of the U.S. government and its
agencies and instrumentalities; foreign governments and their subdivisions,
agencies and instrumentalities; domestic and foreign corporations; and
obligations of international agencies or supranational entities. The Fund
invests only in U.S. dollar denominated securities.
3
<PAGE>
The Fund may invest in a variety of derivative instruments that are
consistent with its investment objective and policies. Such derivatives may
include options, futures and options on futures. The Fund may also invest in
mortgage-backed and other asset-backed securities, inflation-indexed bonds,
structured notes, loan participations, interest rate swaps and index swaps. For
more information, see "Derivatives" and "Mortgage-Backed Securities" below.
The Fund may lend portfolio securities and enter into repurchase and
reverse repurchase agreements, forward commitment and when-issued transactions.
The Fund may also invest up to 35% of its assets in high-yield, high-risk
bonds. See "High-yield, High-risk Bonds" below.
The Fund may invest for temporary defensive purposes up to 100% of its
assets in short-term obligations. Such obligations may include master demand
notes, commercial paper and notes, bank deposits and other financial
institution obligations.
SECURITIES AND INVESTMENT PRACTICES USED BY EACH FUND
You can find more information about the types of securities in which each
Fund may invest, the types of investment techniques each Fund may employ in
pursuit of its objective and a summary of related risks set forth below. The
Funds' SAI contains additional information about these investments and
investment techniques.
United States ("U.S.") Government Securities. Each Fund may buy debt securities
that are issued or guaranteed by the U.S. Treasury or by an agency or
instrumentality of the U.S. government. The Evergreen Select 100% Treasury
Money Market Fund may only invest in U.S. Treasury Securities. U.S. Treasury
Securities are high quality debt securities that are issued by the U.S.
Treasury, such as Treasury bills, notes and bonds. U.S. Treasury Securities are
guaranteed as to principal and interest and are supported by the full faith and
credit of the United States. In addition to U.S. Treasury Securities Evergreen
Limited Duration Fund may invest in U. S. government securities that are
supported only by the credit of the instrumentality or by the right of the
instrumentality to borrow from the U.S. government.
While U.S. government securities are guaranteed as to principal and
interest, their market value is not guaranteed. Generally, U.S. government
securities are subject to the same interest rate and credit risks as other
fixed-income securities. However, since U.S. government securities are of the
highest credit quality, the credit risk is minimal. The U.S. government does
not guarantee the net asset value of the Funds' shares.
Borrowing. Each Fund may borrow from banks in an amount up to 33 1/3% of its
total assets, taken at market value. A Fund may only borrow as a temporary
measure for extraordinary or emergency purposes such as the redemption of Fund
shares. A Fund will not purchase securities while borrowings are outstanding
except to exercise prior commitments and to exercise subscription rights.
Securities Lending. To generate income and offset expenses, each Fund may lend
securities to broker-dealers and other financial institutions. Loans of
securities by a Fund may not exceed 30% of the value of the Fund's total
assets. While securities are on loan, the borrower will pay the Fund any income
accruing on the security. Also, the Fund may invest any collateral it receives
in additional securities.
Gains or losses in the market value of a lent security will affect a Fund
and its shareholders. When a Fund lends its securities, it runs the risk that
it could not retrieve the securities on a timely basis, possibly losing the
opportunity to sell the securities at a desirable price. Also, if the borrower
files for bankruptcy or becomes insolvent, the Fund's ability to dispose of the
securities may be delayed.
Investing in Securities of Other Investment Companies. The Fund may invest in
securities of other investment companies. As a shareholder of another
investment company, the Fund would pay its portion of the other investment
company's expenses. These expenses would be in addition to the expenses that
the Fund currently bears concerning its own operations and may result in some
duplication of fees.
When-Issued, Delayed-Delivery and Forward Commitment Transactions. Each Fund
may enter into transactions whereby it commits to buying a security, but does
not pay for or take delivery of the security until some specified date in the
future. The value of these securities is subject to market fluctuation during
this period and no income accrues
4
<PAGE>
to a Fund until settlement. At the time of settlement, a when-issued security
may be valued at less than its purchase price. When entering into these
transactions, a Fund relies on the other party to consummate the transaction;
if the other party fails to do so, the Fund may be disadvantaged.
Other Investment Restrictions. Each Fund has adopted additional investment
restrictions and guidelines that are set forth in the SAI.
The following types of securities are those in which only the Evergreen
Select Limited Duration Fund may invest:
Debt Securities. The Fund may invest in bonds or other instruments used by
corporations or governments to borrow money from investors, including all kinds
of convertible securities. When the Fund buys a debt security, it expects to
earn a variable or fixed rate of interest and it expects the issuer to repay
the amount borrowed at maturity. Some debt securities, such as zero coupon
bonds, do not pay current interest, but are purchased at a discount from their
face values. The main risks of investing in debt securities are:
o Interest Rate Risk: The risk that a bond's prices will fall when
interest rates rise, and vice versa. Debt securities have varying levels
of sensitivity to interest rates. Longer-term bonds are generally more
sensitive to changes in interest rates than short term bonds.
o Credit Risk: The chance that the issuer of a bond will have its credit
rating downgraded or will default (fail to make scheduled interest and
principal payments), potentially reducing the Fund's income and/or share
price.
Debt securities have varying degrees of quality. Investment grade bonds
are generally rated within the four highest grades as determined by Standard &
Poor's Ratings Group ("S & P") (AAA, AA, A or BBB), Moody's Investors Service
("Moody's") (Aaa, Aa, A or Baa), or Fitch Investors Service, L.P. ("Fitch")
(AAA, AA, A or BBB) or their respective equivalent ratings or, if not rated or
rated by another system, determined by the Fund's adviser to be of equivalent
credit quality to securities so rated. For information on below-investment
grade bonds, see "High-yield, High-risk Bonds" below. Investment grade bonds
are regarded as having a greater capacity to pay interest and repay principal.
However, adverse economic conditions, or changing circumstances may lead to a
weakened capacity to pay interest and repay principal than higher-rated bonds.
The Fund is not required to sell or otherwise dispose of any security that
loses its rating or has its rating reduced after the Fund has purchased it.
Also, if S&P, Moody's or Fitch changes its ratings system, the Fund will try to
use comparable ratings as standards according to the Fund's investment
objectives and policies.
Municipal Securities. Municipal securities include municipal bonds, notes and
commercial paper obligations that are obligations issued by or on behalf of
States of the U.S., territories and possessions of the U.S., the District of
Columbia and their political sub-divisions, agencies and instrumentalities.
Municipal bonds include fixed, variable or floating rate general obligations
and revenue bonds (including municipal lease obligations and resource recovery
bonds). Municipal notes include tax anticipation notes, bond anticipation notes
and revenue anticipation notes. Municipal commercial paper obligations are
unsecured promissory notes issued by municipalities to meet short-term credit
needs.
Foreign Securities. The Fund may buy U.S. dollar denominated obligations of
foreign governments and corporations. Because foreign markets operate
differently than the U.S. market, a Fund investing abroad will encounter risks
not normally associated with U.S. companies. For example, information about
foreign corporate securities is frequently less available than information
about U.S. securities, which may reduce the reliability of investment decisions
regarding foreign securities. Political or financial problems more likely to
occur in foreign countries may cause foreign investments to lose money. Foreign
markets may be less liquid than U.S. markets. Foreign issuers may not be
subject to the same accounting, auditing and financial reporting standards and
practices as U.S. issuers, making it more difficult to value the investment.
Foreign governments may regulate or supervise foreign issuers less than in the
U.S. All of these factors can make foreign investments more volatile than U.S.
investments.
5
<PAGE>
Mortgage-Backed Securities. A mortgage-backed security represents an interest
in a "pool" of commercial or residential mortgages. Payments of interest and
principal made by the individual borrowers on the mortgages that underlie the
securities are passed through to the Fund. The Fund may invest in
mortgage-backed securities and other complex asset backed securities, including
collateralized mortgage obligations and stripped mortgage-backed securities.
Early repayment of the mortgages underlying the securities may expose the
Fund to a lower rate of return when it reinvests the principal. The rate of
prepayments will affect the price and volatility of the mortgage-backed
security and may have the effect of shortening or extending the effective
maturity beyond what the Fund anticipated at the time of purchase.
Like other debt securities, changes in interest rates generally affect the
value of a mortgage-backed security. Additionally, some mortgage-backed
securities may be structured so that they may be particularly sensitive to
interest rates and difficult to predict.
High-yield, High-risk Bonds. High-yield, high-risk bonds (commonly called "junk
bonds") are bonds rated BB or lower by S&P or Fitch or Ba by Moody's or, if
unrated or rated under another system, are of comparable quality to obligations
so rated as determined by the Fund's investment adviser. Since these bonds have
a low rating, a degree of doubt surrounds the ability of the issuer to continue
interest payments. High-yield, high-risk bonds are usually backed by issuers of
less proven or questionable financial strength. Compared with higher grade
bonds, issuers of high-yield, high-risk bonds are more likely to face financial
problems and to be materially affected by those problems. As a result, the
ability of issuers of high-yield, high-risk bonds to pay interest and principal
is uncertain. Moreover, the value of a high-yield, high-risk bond may react
strongly to real or perceived unfavorable news about an issuer or the economy.
If a high-yield, high-risk bond issuer defaults, the bond will lose some or all
of its value.
Derivatives. Derivatives are financial contracts whose value is based on an
underlying asset, such as a stock or a bond, or an underlying economic factor,
such as an index or an interest rate.
The Fund may invest in derivatives only if the expected risks and rewards
are consistent with its objectives and policies. The Fund may use futures and
options for hedging purposes only, not for speculation.
Losses from derivatives can sometimes be substantial. This is true partly
because small price movements in the underlying asset can result in immediate
and substantial gains or losses in the value of the derivative. Derivatives can
also cause a Fund to lose money if the Fund fails to correctly predict the
direction in which the underlying asset or economic factor will move.
Repurchase Agreements. The Fund may enter into repurchase agreements. A
repurchase agreement is an agreement by the Fund to purchase a security and
sell it back for a specified price. The repurchase price reflects an
agreed-upon interest rate for the time period of the agreement. The Fund's risk
is the inability of the seller to pay the agreed-upon price at delivery date.
However, such risk is tempered by the ability of the Fund to sell the security
in the open market in case of default. In such a case, the Fund may incur costs
in disposing of the security which would increase Fund expenses.
Reverse Repurchase Agreements. The Fund may enter into reverse repurchase
agreements. A reverse repurchase agreement is an agreement by the Fund to sell
a security and repurchase it at a specified time and price. The Fund could lose
money if the market value of the securities it sold declines below their
repurchase price. Reverse repurchase agreements may be considered a form of
borrowing, and, therefore, a form of leverage. Leverage may magnify gains or
losses of the Fund.
- --------------------------------------------------------------------------------
BUYING AND SELLING SHARES
- --------------------------------------------------------------------------------
HOW TO BUY SHARES
Institutional investors may buy Institutional Service Shares of the Funds
through broker-dealers, banks and certain other financial intermediaries, or
directly through the Fund's distributor, Evergreen Distributor, Inc. ("EDI").
Investors may purchase Institutional Service Shares at the public offering
price, which equals the class's net asset value per share ("NAV"). See
"Offering Price and Other Purchase Information" below.
6
<PAGE>
Minimum Investment. The minimum initial investment in Institutional Shares is
$1 million, which may be waived in certain situations. There is no minimum
amount required for subsequent purchases.
Opening an Account. You may open an account by mailing a signed account
application to the particular Fund c/o Evergreen Service Company, P.O. Box
2121, Boston, Massachusetts 02106-2121. You may get an account application by
calling 1-800-343-3453.
Except as provided below, you can only purchase shares by wiring federal
funds to Evergreen Service Company (the "Service Company"). You may obtain
wiring instructions by calling 1-800-343-3453. When you call, the Service
Company representative will ask you for the following information: name of
authorized person; shareholder name; shareholder account number; name of the
Fund and share class; amount being wired; and wiring bank name.
Offering Price and Other Purchase Information. When you buy a Fund's shares,
you pay its NAV next determined after the Fund receives and accepts your order.
The Evergreen Select 100% Treasury Money Market Fund computes its NAV twice
daily, at 12 noon (Eastern time) and as of the close of regular trading on the
New York Stock Exchange ("NYSE") (currently 4:00 p.m. Eastern time). Therefore,
depending on when the Fund accepts your order, you will receive its NAV
calculated at 12 noon or 4:00 p.m.
When you buy shares of the Evergreen Select Limited Duration Fund, the
Fund must receive and accept your order by the close of the business day
(generally 4:00 p.m. Eastern time), in order to receive that day's offering
price; otherwise, you will receive the next day's offering price. For more
information, see "How the Funds Calculate Their NAV."
You may, at a Fund's discretion, pay for shares of a Fund with securities
instead of cash. Additionally, if you want to buy a Fund's shares equal in
amount to $5 million or more the Fund may require you to pay for those shares
with securities instead of cash. A Fund will only accept securities that are
consistent with its investment objective, policies and restrictions. Also, a
Fund will value the securities in the manner described under "How the Funds
Calculates Their NAV." Investors who receive a Fund's shares for securities
instead of cash may pay such transaction costs as broker's commissions, taxes
or governmental fees.
HOW TO REDEEM SHARES
You may redeem shares of a Fund by mail, telephone or other types of
telecommunication.
Mail Redemptions. You may redeem shares on each day that the New York Stock
Exchange ("NYSE") is open by mailing a written request to the Service Company
at the following address:
Evergreen Service Company
P.O. Box 2121
Boston, Massachusetts 02106-2121
The signatures on the written request must be properly guaranteed, as
described below.
How To Redeem By Telephone. You may redeem your shares by calling
1-800-343-3453 between the hours of 8:00 a.m. and 6:00 p.m. (Eastern time) on
each business day. You may also redeem shares by sending a facsimile to (617)
210-2711 or by other means of wire communication. You must state the Fund and
class from which you want to redeem, the number or dollar amount of shares you
want to redeem and your account number. The telephone redemption service is not
available to you automatically. You must elect to do so on your account
application.
If you are unable to reach the Funds or the Service Company by telephone,
you should redeem by mail.
The Service Company will wire your redemption proceeds to the commercial
bank account designated on the account application. If the Service Company
deems it appropriate, it may require additional documentation. Although at
present the Service Company pays the wire costs involved, it reserves the right
at any time to require the shareholder to pay such costs.
7
<PAGE>
Redemption Value and Other Redemption Policies. When you sell shares, you
receive the NAV next computed after a Fund receives your request. Since the
Evergreen Select 100% Treasury Money Market Fund computes its NAV twice daily,
depending on when the Fund receives your request, you will receive its NAV
calculated at 12 noon or 4:00 p.m. Generally, the Fund pays redemption proceeds
within seven days.
When you sell shares of the Evergreen Select Limited Duration Fund, you
receive the NAV computed at the close of the NYSE on the day that a Fund
receives your request, if your request is received before 4:00 p.m. Eastern
time. If the Fund receives your redemption request after 4:00 p.m. Eastern
time, you will receive the next day's NAV.
Generally, the Funds pay redemption proceeds within seven days. The Funds
may, at any time, change, suspend or terminate any of the redemption methods
described in this prospectus, except redemptions by mail. For more information,
see "How the Funds Calculate Their NAV."
The Funds may, at their discretion, pay your redemption proceeds with
securities instead of cash. However, each Fund is obligated to redeem shares
solely in cash, up to the lesser of $250,000 or 1% of a Fund's total net assets
during any ninety day period for any one shareholder. See the SAI for further
details.
Except as otherwise noted, neither the Funds, the Service Company nor the
Funds' distributor assumes responsibility for the authenticity of any
instructions received by any of them from a shareholder by telephone. The
Service Company will employ reasonable procedures to confirm that instructions
received over the telephone or otherwise are genuine. Neither the Funds, the
Service Company nor the Fund's distributor will be liable when following
instructions received by telephone or otherwise that the Service Company
reasonably believes to be genuine.
Shareholders may only change information contained in their account
registration (such as the bank account designated to receive wire redemption
proceeds) by writing to the Service Company. Signatures on such written
instructions must be guaranteed.
ADDITIONAL TRANSACTION POLICIES
How the Funds Calculate Their NAV. A Fund's NAV equals the value of its share
without sales charges. A Fund calculates its NAV by adding up the total value
of its investments and other assets, subtracting its liabilities and then
dividing the result by the number of shares outstanding. All expenses,
including fees paid to the Fund's investment adviser, are accrued daily. The
Evergreen Select 100% Treasury Money Market Fund computes its NAV twice daily,
at 12 noon (Eastern time) and as of the close of regular trading (generally
4:00 p.m. Eastern time) on each day that the NYSE is open. The Evergreen Select
Limited Duration Fund computes its NAV as of the close of regular trading
(generally 4:00 p.m. Eastern time) on each day that the NYSE is open.
The securities in the Evergreen Select 100% Treasury Money Market Fund's
portfolio are valued on an amortized cost basis according to Rule 2a-7 under
the 1940 Act. Under this method of valuation, a security is initially valued at
its acquisition cost, and thereafter a constant straightline amortization of
any discount or premium is assumed each day regardless of the impact of
fluctuating interest rates on the market value of the security. The market
value of the obligations in the Fund's portfolio can be expected to vary
inversely to changes in prevailing interest rates. As a result, the market
value of the obligations in the Fund's portfolio may vary from the value
determined using the amortized cost method.
The Evergreen Select Limited Duration Fund's assets are valued primarily
on the basis of market quotations. Short-term securities with remaining
maturities of sixty days or less for which quotations are not readily available
are valued on the basis of amortized cost. In addition, securities for which
quotations are not readily available, including fixed-income securities, are
valued by a method that the Board of Trustees believes accurately reflects fair
value.
Signature Guarantee. For your protection, signatures on stock powers, and
written orders or authorizations must have a signature guarantee. A signature
guarantee can be provided by a U.S. stock exchange member, a bank, or other
persons eligible to guarantee signatures under the Securities Exchange Act of
1934 and the Service Company's policies. The Service Company may waive this
requirement or may require additional documentation in certain cases.
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<PAGE>
EXCHANGES
You may exchange Institutional Service Shares of the Funds for
Institutional Service Shares of any other Evergreen Select Fund. You may
exchange your shares through your broker-dealer, by mail or by telephone. All
exchange orders must comply with the applicable requirements for purchases and
redemptions and must include your account number, the number or value of shares
to be exchanged, the class of shares, and the Funds to and from which you wish
to exchange.
Signatures on exchange orders must be guaranteed, as described below.
The Funds reserve the right to change or revoke the exchange privilege of
any shareholder or to limit or revoke any exchange. Currently, you may not make
more than five exchanges in a year or three exchanges in a calendar quarter.
Please read the prospectus of the fund that you want to exchange into
before requesting your exchange.
For federal income tax purposes, an exchange is treated as a sale for
taxable investors.
DIVIDENDS
As a shareholder, you are entitled to your share of earnings on a Fund's
investments. You receive such earnings as either an income dividend or a
capital gains distribution. Income dividends come from the dividends that a
Fund earns from its stocks plus any interest it receives from its bonds. A Fund
realizes a capital gain whenever it sells a security for a higher price than
its tax basis.
Dividend Schedule. Each Fund declares dividends from its net investment income
daily and pays such dividends monthly. Each Fund pays shareholders its net
capital gains at least once a year.
Payment Options. Unless you select another option on your account application,
your dividends and capital gains will be reinvested in additional shares of the
same class of the same Fund. Shareholders will receive dividends on investments
made by federal funds bank wire the same day the wire is received provided that
wire purchases are received by State Street by 12 noon (Eastern time). Shares
purchased by qualified institutions via telephone will receive the dividend
declared on that day if the telephone order is placed by 12 noon (Eastern
time), and federal funds are received by 4:00 p.m. (Eastern time). All other
wire purchases received after 12 noon (Eastern time) will earn dividends
beginning the following business day. Dividends accruing on the day of
redemption will be paid to redeeming shareholders except for redemptions where
proceeds are wired the same day.
You may elect to receive some or all of your dividends and capital gains
in cash. Should you select this option, a check will be mailed to you or your
agent or trustee no later than seven days after the payment date.
TAXES
Each Fund intends to qualify as a regulated investment company (a "RIC")
under Subchapter M of the Internal Revenue Code of 1986, as amended. As long as
a Fund qualifies as a RIC and distributes substantially all of its net
investment income and capital gains, it will not pay federal income taxes on
the earnings it distributes to shareholders.
Distributions to shareholders, whether taken in cash or reinvested in
shares, are generally considered taxable for federal income tax purposes as
follows:
o Income distributions and net short-term capital gains are taxable as
ordinary income.
o Long-term capital gains distributions are taxable as capital gains,
regardless of how long you have held your shares.
After each calendar year, the Service Company will mail you a statement
indicating which of that year's distributions you should treat as ordinary
income and which you should treat as capital gains. Distributions of income or
capital gains may also be subject to state and local taxes.You should always
consult your tax adviser for specific guidance as to the tax consequences of
your investment in the Fund.
9
<PAGE>
SHAREHOLDER SERVICES
Details on all shareholder services may be obtained from the Service
Company by calling toll free 1-800-343-3453 or by writing to the Service
Company.
Subaccount. Special processing has been arranged with the Service Company for
banks and other institutions that wish to open multiple accounts (a master
account and subaccounts). An investor wishing to avail himself or herself of
the Service Company's subaccounting facilities will be required to enter into a
separate agreement, with the charges to be determined on the basis of the level
of services to be rendered. Subaccounts may be opened with the initial
investment or at a later date and may be established by an investor with
registration either by name or by number.
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FUND DETAILS
- --------------------------------------------------------------------------------
FUND ORGANIZATION AND SERVICE PROVIDERS
Fund Structure. Each Fund is an investment pool, which invests shareholders'
money towards a specified goal. The Evergreen Select 100% Treasury Money Market
Fund is a diversified series of an open-end, investment management company,
called "Evergreen Select Money Market Trust." The Evergreen Select Limited
Duration Fund is a diversified series of an open-end, investment management
company, called "Evergreen Select Fixed Income Trust" (the "Trusts"). The
Trusts are Delaware business trusts organized on September 17, 1997.
Board of Trustees. The Trusts are supervised by a Board of Trustees that is
responsible for representing the interests of shareholders. The Trustees meet
periodically throughout the year to oversee each Fund's activities, reviewing,
among other things, its performance and its contractual arrangements with
various service providers.
Shareholder Rights. All shareholders participate equally in dividends and
distributions from the Fund's assets and have equal voting, liquidation and
other rights. Shareholders may exchange shares as described under "Exchanges,"
but will have no other preference, conversion, exchange or preemptive rights.
When issued and paid for, your shares will be fully paid and nonassessable.
Shares of the Fund are redeemable, transferable and freely assignable as
collateral. The Trust may establish additional classes or series of shares.
The Funds do not hold annual shareholder meetings; a Fund may, however,
hold special meetings for such purposes as electing or removing Trustees,
changing fundamental policies and approving investment advisory agreements or
12b-1 plans. In addition, the Funds are prepared to assist shareholders in
communicating with one another for the purpose of convening a meeting to elect
Trustees. If any matters are to be voted on by shareholders, each share owned
as of the record date for the meeting would be entitled to one vote.
Adviser. The investment adviser to each Fund is First Union National Bank
("FUNB"), a subsidiary of First Union Corporation ("First Union"). First Union
and FUNB are located at 301 South College Street, Charlotte, North Carolina
28288-0630. First Union and its subsidiaries provide a broad range of financial
services to individuals and businesses throughout the U.S.
Each Fund pays FUNB an annual fee for its services equal to 0.25% of
average daily net assets. The Evergreen Select 100% Treasury Money Market Fund
pays an annual fee equal to 0.25% of average daily net assets. The Evergreen
Select Limited Duration Fund pays an annual fee equal to 0.30% of average daily
net assets. FUNB has voluntarily agreed to reduce each Fund's advisory fee by
0.10%, resulting in a net advisory fee of 0.15% and 0.20%, respectively. FUNB
currently intends to continue waiving 0.10% of each Fund's advisory fee through
November 30, 1998. However, FUNB may modify or cancel its expense waiver at any
time.
Portfolio Managers. The portfolio managers of the Fund are George Prattos,
David Fowley and Bradley B. Ridinger.
George Prattos. George Prattos has over 18 years of investment experience.
Mr. Prattos joined First Union in 1991 as a Vice President and Director of the
Specialty Fixed Income Group. He is primarily responsible for managing
specialty fixed income products throughout the First Union system.
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<PAGE>
David Fowley. David Fowley has over five years of investment experience.
Mr. Fowley joined First Union in 1994 as a Trust Investment Officer and
Portfolio Manager.
Bradley B. Ridinger. Brad Ridinger, CFA, has over 10 years of investment
management experience. Mr. Ridinger joined First Union in 1987 as a Vice
President and Senior Portfolio Manager.
Distributor. Evergreen Distributor, Inc. is each Fund's distributor. Evergreen
Distributor, Inc. is located at 125 West 55th Street, New York, New York 10019
and is a subsidiary of The BISYS Group, Inc. Evergreen Distributor, Inc.
markets the Funds and distributes their shares through broker-dealers,
financial planners and other financial representatives. Evergreen Distributor,
Inc. is not affiliated with First Union.
Transfer Agent. Evergreen Service Company is each Fund's transfer agent.
Evergreen Service Company is a subsidiary of First Union and is located at 200
Berkeley Street, Boston, MA 02116-5034. Evergreen Service Company handles
shareholder services, including record keeping and account statements,
distribution of dividends and capital gains and processing of transactions.
Administrator. Evergreen Investment Services, Inc. ("EIS") serves as
administrator to each Fund. As administrator, and subject to the supervision
and control of the Trust's Board of Trustees, EIS provides the Funds with
facilities, equipment and personnel. For its services as administrator, EIS is
entitled to receive a fee based on the aggregate average daily net assets of
the Funds at a rate based on the total assets of all mutual funds advised by
First Union subsidiaries. The administration fee is calculated in accordance
with the following schedule:
<TABLE>
<S> <C>
Aggregate Average Daily Net Assets Of Mutual Funds
For Which Any Subsidiary Of First Union
Administrative Fee Serves As Investment Adviser
0.060 % on the first $7 billion
0.0425% on the next $3 billion
0.035 % on the next $5 billion
0.025 % on the next $10 billion
0.019 % on the next $5 billion
0.014 % on assets in excess of $30 billion
</TABLE>
SubAdministrator. BISYS Fund Services serves as sub-administrator to the Funds.
For its services, BISYS Fund Services is entitled to receive a fee from EIS
calculated on the aggregate average daily net assets of the Funds at a rate
based on the total assets of all mutual funds administered by EIS for which
First Union subsidiaries also serve as investment adviser. The
sub-administrator fee is calculated in accordance with the following schedule:
<TABLE>
<S> <C>
Aggregate Average Daily Net Assets Of Mutual Funds Administered
By BISYS For Which Any Subsidiary Of First Union
Sub-Administrative Fee Serves As Investment Adviser
0.0100% on the first $7 billion
0.0075% on the next $3 billion
0.0050% on the next $15 billion
0.0040% on assets in excess of $25 billion
</TABLE>
OTHER INFORMATION AND POLICIES
Distribution Plan.The Trust has adopted a distribution plan for the
Institutional Service Class shares of each Fund as allowed under the Investment
Company Act of 1940. Each Fund's distribution plan permits the Fund to pay an
annual service fee of up to 0.25% of the average daily net assets of the class
for personal services rendered to shareholders and/or the maintenance of
accounts. Each Fund's distribution plan may be terminated at any time by vote
of the Independent Trustees or by vote of a majority of the outstanding
Institutional Service Shares. For more information about the Funds'
distribution plans, see the SAI.
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<PAGE>
Banking Laws. The Glass-Steagall Act and other banking laws and regulations
presently prohibit a bank holding company or its affiliates (a "Bank") from
sponsoring, organizing, controlling, or distributing the shares of a registered
open-end investment company such as each Fund. However, a Bank may act as
investment adviser, transfer agent or custodian to a registered open-end
investment company. A Bank may also purchase shares of such company and pay
third parties for performing these functions.
Securities Transactions. Under policies established by the Trust's Board of
Trustees, FUNB selects broker-dealers to execute portfolio transactions subject
to the receipt of best execution. In so doing, FUNB may select broker-dealers
who are affiliated with FUNB. Moreover, the Funds may pay higher commissions to
broker-dealers that provide research services, which FUNB may use in advising
the Funds or its other clients.
Portfolio Turnover. The estimated annual portfolio turnover rate for the
Evergreen Select Limited Duration Fund is not expected to exceed 100%.
Code of Ethics. The Funds and FUNB have each adopted a code of ethics
incorporating policies on personal securities trading. In general, these codes
of ethics require that certain personnel of the Funds and FUNB (1) abstain from
engaging in certain personal trading practices and (2) report certain personal
trading activities.
Other Classes of Shares. Each Fund offers two classes of shares, Institutional
and Institutional Service. Only Institutional Service Shares are offered
through this prospectus. Call the Service Company for information on the other
classes of shares, including how to get a prospectus.
FUND PERFORMANCE
Total Return. Total return is the change in value of an investment in a Fund
over a given period, assuming that dividends and capital gains are reinvested
and that recurring charges are deducted. A cumulative total return reflects
actual performance over a stated period of time. An average annual total return
is a hypothetical rate of return that, if achieved annually, would have
produced the same cumulative total return if performance had been constant over
the entire period. Average annual total returns smooth out variations in
performance; they are not the same as actual year-by-year results.
Yield. Yield is the income generated by an investment in a Fund over a given
period of time, expressed as an annual percentage rate. Yields are calculated
according to a standard that is required for all stock and bond funds. Because
this differs from other accounting methods, the quoted yield may not equal the
income actually paid to shareholders.
Related Performance Information. Evergreen Select Limited Duration Fund
commenced operations on or about November 24, 1997. On that date, a common
trust fund (a "CTF") transferred assets to the Fund in exchange for shares of
the Fund. After such transfer, the Fund's portfolio of investments was the same
as the portfolio of the CTF immediately prior to the transfer.
The CTF is for all practical purposes a "predecessor" of the Fund. As a
result, the performance for the Fund's Institutional Service Shares is
calculated for periods commencing before October 31, 1997, by including the
CTF's average annual total return. The CTFs average annual total return is
adjusted to reflect the deduction of fees and expenses applicable to the Class
as stated in the Fee Table of the Funds' initial prospectus that was effective
November , 1997. These fees and expenses include management fees, Rule 12b-1
fees and certain other Fund expenses adjusted to reflect any expense waivers or
reimbursements.
The quoted performance data includes the performance of the CTF for
periods before the Trust's Registration Statement became effective. The CTF was
not registered under the 1940 Act and thus was not subject to certain
investment restrictions that are imposed by the 1940 Act. If the CTF had been
registered under the 1940 Act, its performance might have been adversely
affected. In addition, the CTF was not subject to the provisions of the
Internal Revenue Code with respect to "regulated investment companies," which
provisions, if imposed, could have adversely affected the CTFs' performance.
Employee benefit plans that invest plan assets in the CTF may be subject to
certain charges as set forth in its Plan Document. Total return figures would
be lower for the period if it reflected these charges.
12
<PAGE>
<TABLE>
<S> <C> <C> <C> <C> <C>
10 Years (Or
since Inception
Fund Name (Predecessor CTF) 1 Year 3 Years 5 Years Inception) Date
Evergreen Select Limited Duration Fund
(Short Term Investment Management Fund-Taxable)
Institutional Service Shares
</TABLE>
General. The Funds may include comparative performance information in
advertising or in marketing the Fund's shares. Such information could include
data from Lipper Analytical Services, Inc., Morningstar, Inc., CDS Weisenberger
and Value Line, other industry publications or various indexes.
For more information on the Fund's performance, see the SAI.
13
<PAGE>
Investment Adviser
First Capital Group of First Union National Bank, 201 South College Street,
Charlotte, North Carolina 28288
Custodian
State Street Bank and Trust Company, Box 9021, Boston, Massachusetts 02205-9827
Transfer Agent
Evergreen Service Company, 200 Berkeley Street, Boston, Massachusetts, 02116
Legal Counsel
Sullivan & Worcester LLP, 1025 Connecticut Avenue, N.W., Washington, D.C. 20036
Independent Auditors
Price Waterhouse LLP, 160 Federal Street, Boston, Massachusetts 02110
Distributor
Evergreen Distributor, Inc., 125 West 55th Street, New York, New York 10019
63575
541906
<PAGE>
Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall
therebe any sale of these securities in any state in which such offer,
solicitation or sale would be unlawful prior to
registration or qualification under the securities
laws of any such state.
Subject to Completion
Preliminary Prospectus dated September 19, 1997
- ----------------------------------------------------------------------------
PROSPECTUS November 17, 1997
- ----------------------------------------------------------------------------
[EVERGREEN LOGO APPEARS HERE]
EVERGREEN SELECT FIXED INCOME TRUST
- ----------------------------------------------------------------------------
Evergreen Select Core Bond Fund
(The "Fund" )
CHARITABLE SHARES
This prospectus explains important information about the Charitable Shares
of the Evergreen Select Fixed Income Trust, including how the Fund invests and
services available to shareholders. Please read this prospectus before
investing, and keep it for future reference.
When you consider investing in the Fund, remember that the higher the risk
of losing money, the higher the potential reward. The reverse is also generally
true: the lower the risk, the lower the potential reward.
By itself, the Fund is a complete investment plan. When considering an
investment in the Fund, remember to consider your overall investment objectives
and any other investments you own. You should also carefully evaluate your
ability to handle the risks posed by your investment in the Fund. You can find
information on the risks associated with investing in the Fund under the
section called "Fund Descriptions."
To learn more about the Evergreen Select Fixed Income Trust, call
1-800-343-3453 for a free copy of the Fund's statement of additional
information ("SAI") dated November 17, 1997 as supplemented from time to time.
The Fund has filed the SAI with the Securities and Exchange Commission and has
incorporated it by reference (legally included it) into this prospectus.
Please remember that shares of the Fund are:
o Not deposits or obligations of any bank.
o Not endorsed or guaranteed by any bank.
o Not insured or otherwise protected by the Federal Deposit Insurance
Corporation or any other agency.
o Subject to investment risks, including possible loss of the principal amount.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
<PAGE>
TABLE OF CONTENTS
----------------
<TABLE>
<S> <C>
EXPENSES 3
FUND DESCRIPTIONS 3
The Fund's Investment Objective 3
The Fund's Investment Approach 3
Securities and Investment Practices
Used By The Fund 4
BUYING AND SELLING SHARES 6
How To Buy Shares 6
How To Redeem Shares 7
Additional Transaction Policies 7
Exchanges 8
Dividends 8
Taxes 8
Shareholder Services 9
<S> <C>
FUND DETAILS 9
Fund Organization and Service
Providers 9
Other Information and Policies 10
Fund Performance 11
</TABLE>
2
<PAGE>
- --------------------------------------------------------------------------------
EXPENSES
- --------------------------------------------------------------------------------
The tables and examples below are designed to help you understand the
various expenses that you will bear, directly or indirectly, when you invest in
the Fund. Shareholder transaction expenses are fees paid directly from your
account when you buy or sell shares of the Fund. There are no shareholder
transaction expenses.
Annual operating expenses reflect the normal operating expenses of the
Fund, and include costs such as management, distribution and other fees. The
table below shows the Fund's estimated annual operating expenses for the fiscal
period ending September 30, 1998. The Fund's example shows what you would pay
if you invested $1,000 over the periods indicated. The examples assume that you
reinvest all of your dividends and that the Fund's average annual return will
be 5%. The examples are for illustration purposes only and should not be
considered a representation of past or future expenses or annual return. The
Fund's actual expenses and returns will vary. For a more complete description
of the various costs and expenses borne by the Fund see "Fund Details."
<TABLE>
<S> <C> <C> <C> <C>
Management Other Total Operating
Fees1 Expenses Expenses (After
Annual Fund Operating Expenses (After Expense 12b-1 (After Expense Expense Waivers or
(as a percentage of average daily net assets) Waivers) Fees Reimbursements) Reimbursements)1
Evergreen Select Core Bond Fund 0.30% None 0.12% 0.42%
Example of Fund Expenses 1 year 3 years
Evergreen Select Core Bond Fund $ 4 $ 13
</TABLE>
- --------
(1) The Fund's investment adviser has voluntarily agreed to waive 0.10% of the
Fund's investment advisory fee. Without such waivers the Management Fee
set forth above would be 0.10% higher. The investment adviser currently
intends to continue this expense waiver through November 30, 1998;
however, it may modify or cancel its expense waiver at any time. See "Fund
Details" for more information. Absent expense waivers and/or
reimbursements, the Total Operating Expenses for the Fund would be as
follows:
<TABLE>
<S> <C>
Fund Total Fund Operating Expenses
Evergreen Select Core Bond Fund 0.52%
</TABLE>
- --------------------------------------------------------------------------------
FUND DESCRIPTIONS
- --------------------------------------------------------------------------------
THE FUND'S INVESTMENT OBJECTIVE
Evergreen Select Core Bond Fund seeks to maximize total return. The Fund
is managed pursuing a controlled risk approach which uses duration adjustments,
sector composition and security selection in an effort to exceed the return of
its benchmark, the Lehman Brothers Aggregate Bond Index.
The Fund's investment objective is not fundamental. As a result, the Fund
may change its objective without a shareholder vote. The Fund has adopted
certain fundamental investment policies which are mainly designed to limit the
Fund's exposure to risk. The Fund's fundamental policies cannot be changed
without a shareholder vote. See the SAI for more information regarding the
Fund's fundamental investment policies and other related policies.
THE FUND'S INVESTMENT APPROACH
The Fund invests at least 65% of its assets in investment grade debt
securities (including convertible securities) of the U.S. government and its
agencies and instrumentalities; foreign governments and their subdivisions,
agencies and instrumentalities; domestic and foreign corporations; and
obligations of international agencies or supranational entities. The Fund will
invest only in U.S. dollar denominated securities.
The Fund may invest in a variety of derivative instruments that are
consistent with its investment objective and policies. Such derivatives may
include options, futures, options on futures, mortgage-backed and other asset-
backed securities, inflation-indexed bonds, structured notes, loan
participations, interest rate swaps and index swaps. For more information, see
"Derivatives" and "Mortgage-Backed Securities" below.
3
<PAGE>
The Fund may lend portfolio securities and enter into repurchase and
reverse repurchase agreements, forward commitment and when-issued transactions.
The Fund may also invest up to 35% of its assets in high-yield, high-risk
bonds. See "High-yield, High-risk Bonds" below.
The Fund may invest for temporary defensive purposes up to 100% of its
assets in short-term obligations. Such obligations may include master demand
notes, commercial paper and notes, bank deposits and other financial
institution obligations.
SECURITIES AND INVESTMENT PRACTICES USED BY THE FUND
You can find more information about the types of securities in which the
Fund may invest, the types of investment techniques the Fund may employ in
pursuit of its objective and a summary of related risks set forth below. The
Fund's SAI contains additional information about these investments and
investment techniques.
Debt Securities. The Fund may invest in bonds or other instruments used by
corporations or governments to borrow money from investors, including all kinds
of convertible securities. When the Fund buys a debt security, it expects to
earn a variable or fixed rate of interest and it expects the issuer to repay
the amount borrowed at maturity. Some debt securities, such as zero coupon
bonds, do not pay current interest, but are purchased at a discount from their
face values. The main risks of investing in debt securities are:
o Interest Rate Risk: The risk that a bond's prices will fall when
interest rates rise, and vice versa. Debt securities have varying levels
of sensitivity to interest rates. Longer-term bonds are generally more
sensitive to changes in interest rates than short term bonds.
o Credit Risk: The chance that the issuer of a bond will have its credit
rating downgraded or will default (fail to make scheduled interest and
principal payments), potentially reducing the Fund's income and/or share
price.
Debt securities have varying degrees of quality. Investment grade bonds
are generally rated within the four highest grades as determined by Standard &
Poor's Ratings Group ("S & P") (AAA, AA, A or BBB), Moody's Investors Service
("Moody's") (Aaa, Aa, A or Baa), or Fitch Investors Service, L.P. ("Fitch")
(AAA, AA, A or BBB) or their respective equivalent ratings or, if not rated or
rated by another system, determined by the Fund's adviser to be of equivalent
credit quality to securities so rated. For information on below-investment
grade bonds, see "High-yield, High-risk Bonds" below. Investment grade bonds
are regarded as having a greater capacity to pay interest and repay principal.
However, adverse economic conditions, or changing circumstances may to lead to
a weakened capacity to pay interest and repay principal than higher-rated
bonds.
The Fund is not required to sell or otherwise dispose of any security that
loses its rating or has its rating reduced after the Fund has purchased it.
Also, if S&P, Moody's or Fitch changes its ratings system, the Fund will try to
use comparable ratings as standards according to the Fund's investment
objectives and policies.
United States ("U.S.") Government Securities. The Fund may buy debt securities
that are issued or guaranteed by the U.S. Treasury or by an agency or
instrumentality of the U.S. government. Some U.S. government securities, such
as Treasury bills, notes and bonds, are supported by the full faith and credit
of the U.S. Others, however, are supported only by the credit of the
instrumentality or by the right of the instrumentality to borrow from the U.S.
government.
While U.S. government securities are guaranteed as to principal and
interest, their market value is not guaranteed. Generally, U.S. government
securities are subject to the same interest rate and credit risks as other
fixed-income securities. However, since U.S. government securities are of the
highest credit quality, the credit risk is minimal. The U.S. government does
not guarantee the net asset value of the Funds' shares.
Foreign Securities. The Fund may buy U.S. dollar denominated obligations of
foreign governments and corporations. Because foreign markets operate
differently than the U.S. market, a Fund investing abroad will encounter risks
not normally associated with U.S. companies. For example, information about
foreign corporate securities is frequently less available than information
about U.S. securities, which may reduce the reliability of investment decisions
regarding foreign securities. Political or financial problems more likely to
occur in foreign countries may cause
4
<PAGE>
foreign investments to lose money. Foreign markets may be less liquid than U.S.
markets. Foreign issuers may not be subject to the same accounting, auditing
and financial reporting standards and practices as U.S. issuers, making it more
difficult to value the investment. Foreign governments may regulate or
supervise foreign issuers less than in the U.S. All of these factors can make
foreign investments more volatile than U.S. investments.
Mortgage-Backed Securities. A mortgage-backed security represents an interest
in a "pool" of commercial or residential mortgages. Payments of interest and
principal made by the individual borrowers on the mortgages that underlie the
securities are passed through to the Fund. The Fund may invest in
mortgage-backed securities and other complex asset backed securities, including
collateralized mortgage obligations and stripped mortgage-backed securities.
Early repayment of the mortgages underlying the securities may expose a
Fund to a lower rate of return when it reinvests the principal. The rate of
prepayments will affect the price and volatility of the mortgage-backed
security and may have the effect of shortening or extending the effective
maturity beyond what the Fund anticipated at the time of purchase.
Like other debt securities, changes in interest rates generally affect the
value of a mortgage-backed security. Additionally, some mortgage-backed
securities may be structured so that they may be particularly sensitive to
interest rates and difficult to predict.
High-yield, High-risk Bonds. High-yield, high-risk bonds (commonly called "junk
bonds") are bonds rated BB or lower by S&P or Fitch or Ba by Moody's or, if
unrated or rated under another system, are of comparable quality to obligations
so rated as determined by a Fund's investment adviser. Since these bonds have a
low rating, a degree of doubt surrounds the ability of the issuer to continue
interest payments. High-yield, high-risk bonds are usually backed by issuers of
less proven or questionable financial strength. Compared with higher grade
bonds, issuers of high-yield, high-risk bonds are more likely to face financial
problems and to be materially affected by those problems. As a result, the
ability of issuers of high-yield, high-risk bonds to pay interest and principal
is uncertain. Moreover, the value of a high-yield, high-risk bond may react
strongly to real or perceived unfavorable news about an issuer or the economy.
If a high-yield, high-risk bond issuer defaults, the bond will lose some or all
of its value.
Derivatives. Derivatives are financial contracts whose value is based on an
underlying asset, such as a stock or a bond, or an underlying economic factor,
such as an index or an interest rate.
The Fund may invest in derivatives only if the expected risks and rewards
are consistent with its objectives and policies. The Fund may use futures and
options for hedging purposes only, not for speculation.
Losses from derivatives can sometimes be substantial. This is true partly
because small price movements in the underlying asset can result in immediate
and substantial gains or losses in the value of the derivative. Derivatives can
also cause the Fund to lose money if it fails to correctly predict the
direction in which the underlying asset or economic factor will move.
Borrowing. The Fund may borrow from banks in an amount up to 33 1/3% of its
total assets, taken at market value. The Fund may only borrow as a temporary
measure for extraordinary or emergency purposes such as the redemption of Fund
shares. The Fund will not purchase securities while borrowings are outstanding
except to exercise prior commitments and to exercise subscribtion rights.
Securities Lending. To generate income and offset expenses, the Fund may lend
securities to broker-dealers and other financial institutions. Loans of
securities by the Fund may not exceed 30% of the value of the Fund's total
assets. While securities are on loan, the borrower will pay the Fund any income
accruing on the security. Also, the Fund may invest any collateral it receives
in additional securities.
Gains or losses in the market value of a lent security will affect the
Fund and its shareholders. When the Fund lends its securities, it runs the risk
that it could not retrieve the securities on a timely basis, possibly losing
the opportunity to sell the securities at a desirable price. Also, if the
borrower files for bankruptcy or becomes insolvent, the Fund's ability to
dispose of the securities may be delayed.
5
<PAGE>
Repurchase Agreements. The Fund may enter into repurchase agreements. A
repurchase agreement is an agreement by the Fund to purchase a security and
sell it back for a specified price. The repurchase price reflects an
agreed-upon interest rate for the time period of the agreement. The Fund's risk
is the inability of the seller to pay the agreed-upon price at delivery date.
However, such risk is tempered by the ability of the Fund to sell the security
in the open market in case of default. In such a case, the Fund may incur costs
in disposing of the security which would increase Fund expenses.
Reverse Repurchase Agreements. The Fund may enter into reverse repurchase
agreements. A reverse repurchase agreement is an agreement by the Fund to sell
a security and repurchase it at a specified time and price. The Fund could lose
money if the market value of the securities it sold declines below their
repurchase price. Reverse repurchase agreements may be considered a form of
borrowing, and, therefore, a form of leverage. Leverage may magnify gains or
losses of the Fund.
Investing in Securities of Other Investment Companies. The Fund may invest in
securities of other investment companies. As a shareholder of another
investment company, a fund would pay its portion of the other investment
company's expenses. These expenses would be in addition to the expenses that a
fund currently bears concerning its own operations and may result in some
duplication of fees.
When-Issued, Delayed-Delivery and Forward Commitment Transactions. The Fund may
enter into transactions whereby it commits to buying a security, but does not
pay for or take delivery of the security until some specified date in the
future. The value of these securities is subject to market fluctuation during
this period and no income accrues to the Fund until settlement. At the time of
settlement, a when-issued security may be valued at less than its purchase
price. When entering into these transactions, the Fund relies on the other
party to consummate the transaction; if the other party fails to do so, the
Fund may be disadvantaged.
Other Investment Restrictions. The Fund has adopted additional investment
restrictions and guidelines that are set forth in the SAI.
- --------------------------------------------------------------------------------
BUYING AND SELLING SHARES
- --------------------------------------------------------------------------------
HOW TO BUY SHARES
Charitable investors may buy Charitable Shares of the Fund through
broker-dealers, banks and certain other financial intermediaries, or directly
through the Fund's distributor, Evergreen Distributor, Inc. ("EDI") A
charitable investor is one that qualifies as a non-profit organization under
the Internal Revenue Code of 1986, as amended. Examples of such organizations
include: Charitable trusts, hospitals, private foundations, private schools and
colleges, public charities, religious entities and charitable remainder trusts.
Investors may purchase Charitable Shares at the public offering price, which
equals the class's net asset value per share ("NAV"). See "Offering Price and
Other Purchase Information" below.
Minimum Investment. The minimum initial investment in Charitable Shares is $1
million, which may be waived in certain situations. There is no minimum amount
required for subsequent purchases.
Opening an Account. You may open an account by mailing a signed account
application to the Fund c/o Evergreen Service Company, P.O. Box 2121, Boston,
Massachusetts 02106-2121. You may get an account application by calling
1-800-343-3453.
Except as provided below, you can only purchase shares by wiring federal
funds to Evergreen Service Company (the "Service Company"). You may obtain
wiring instructions by calling 1-800-343-3453. When you call, the Service
Company representative will ask you for the following information: name of
authorized person; shareholder name; shareholder account number; name of the
Fund and share class; amount being wired; and wiring bank name.
Offering Price and Other Purchase Information. When you buy the Fund's shares,
you pay its NAV next determined after the Fund receives and accepts your order.
To receive that day's offering price, the Fund must receive and accept your
order by the close of the business day (generally 4:00 p.m. Eastern time);
otherwise, you will receive the next day's offering price. For more
information, see "How the Fund Calculates its NAV."
6
<PAGE>
You may, at the Fund's discretion, pay for shares of the Fund with
securities instead of cash. Additionally, if you want to buy the Fund's shares
equal in amount to $5 million or more the Fund may require you to pay for those
shares with securities instead of cash. The Fund will only accept securities
that are consistent with its investment objective, policies and restrictions.
Also, the Fund will value the securities in the manner described under "How the
Fund Calculates its NAV." Investors who receive the Fund's shares for
securities instead of cash may pay such transaction costs as broker's
commissions, taxes or governmental fees.
HOW TO REDEEM SHARES
You may redeem shares of the Fund by mail, telephone or other types of
telecommunication.
Mail Redemptions. You may redeem shares on each day that the New York Stock
Exchange ("NYSE") is open by mailing a written request to the Service Company
at the following address:
Evergreen Service Company
P.O. Box 2121
Boston, Massachusetts 02106-2121
The signatures on the written request must be properly guaranteed, as
described below.
How To Redeem By Telephone. You may redeem your shares by calling
1-800-343-3453 between the hours of 8:00 a.m. and 6:00 p.m. (Eastern time) on
each business day. You may also redeem shares by sending a facsimile to (617)
210-2711 or by other means of wire communication. You must state the Fund and
class from which you want to redeem, the number or dollar amount of shares you
want to redeem and your account number. The telephone redemption service is not
available to you automatically. You must elect to do so on your account
application.
If you are unable to reach the Fund or the Service Company by telephone,
you should redeem by mail.
The Service Company will wire your redemption proceeds to the commercial
bank account designated on the account application. If the Service Company
deems it appropriate, it may require additional documentation. Although at
present the Service Company pays the wire costs involved, it reserves the right
at any time to require the shareholder to pay such costs.
Redemption Value and Other Redemption Policies. When you sell shares, you
receive the NAV computed at the close of the NYSE on the day that the Fund
receives your request, if your request is received before 4:00 p.m. Eastern
time. If the Fund receives your redemption request after 4:00 p.m. Eastern
time, you will receive the next day's NAV. Generally, the Fund pays redemption
proceeds within seven days. The Fund may, at any time, change, suspend or
terminate any of the redemption methods described in this prospectus, except
redemptions by mail. For more information, see "How the Fund Calculates its
NAV."
The Fund may, at its discretion, pay your redemption proceeds with
securities instead of cash. However, the Fund is obligated to redeem shares
solely in cash, up to the lesser of $250,000 or 1% of the Fund's total net
assets during any ninety day period for any one shareholder. See the SAI for
further details.
Except as otherwise noted, neither the Fund, the Service Company nor the
Fund's distributor assumes responsibility for the authenticity of any
instructions received by any of them from a shareholder by telephone. The
Service Company will employ reasonable procedures to confirm that instructions
received over the telephone or otherwise are genuine. Neither the Fund, the
Service Company nor the Fund's distributor will be liable when following
instructions received by telephone or otherwise that the Service Company
reasonably believes to be genuine.
Shareholders may only change information contained in their account
registration (such as the bank account designated to receive wire redemption
proceeds) by writing to the Service Company. Signatures on such written
instructions must be guaranteed.
ADDITIONAL TRANSACTION POLICIES
How the Fund Calculates its NAV. The Fund's NAV equals the value of its share
without sales charges. The Fund calculates its NAV by adding up the total value
of its investments and other assets, subtracting its liabilities and then
dividing the result by the number of shares outstanding. The Fund computes its
NAV as of the close of regular trading (generally 4:00 p.m. Eastern time) on
each day that the NYSE is open.
7
<PAGE>
The Fund's assets are valued primarily on the basis of market quotations.
Short-term securities with remaining maturities of sixty days or less for which
quotations are not readily available are valued on the basis of amortized cost.
In addition, securities for which quotations are not readily available,
including fixed-income securities, are valued by a method that the Board of
Trustees believes accurately reflects fair value.
Signature Guarantee. For your protection, signatures on stock powers, and
written orders or authorizations must have a signature guarantee. A signature
guarantee can be provided by a U.S. stock exchange member, a bank, or other
persons eligible to guarantee signatures under the Securities Exchange Act of
1934 and the Service Company's policies. The Service Company may waive this
requirement or may require additional documentation in certain cases.
EXCHANGES
You may exchange Charitable Shares of the Fund for Charitable Shares of
any other Evergreen Select Fund. You may exchange your shares through your
broker-dealer, by mail or by telephone. All exchange orders must comply with
the applicable requirements for purchases and redemptions and must include your
account number, the number or value of shares to be exchanged, the class of
shares, and the Funds to and from which you wish to exchange.
Signatures on exchange orders must be guaranteed, as described below.
The Fund reserves the right to change or revoke the exchange privilege of
any shareholder or to limit or revoke any exchange. Currently, you may not make
more than five exchanges in a year or three exchanges in a calendar quarter.
Please read the prospectus of the fund that you want to exchange into
before requesting your exchange.
For federal income tax purposes, an exchange is treated as a sale for
taxable investors.
DIVIDENDS
As a shareholder, you are entitled to your share of earnings on the Fund's
investments. You receive such earnings as either an income dividend or a
capital gains distribution. Income dividends come from the dividends that the
Fund earns from its stocks plus any interest it receives from its bonds. The
Fund realizes a capital gain whenever it sells a security for a higher price
than its tax basis.
Dividend Schedule. The Fund declares dividends from its net investment income
daily and pays such dividends monthly. The Fund pays shareholders its net
capital gains at least once a year.
Payment Options. Unless you select another option on your account application,
your dividends and capital gains will be reinvested in additional shares of the
same class of the same Fund.
You may elect to receive some or all of your dividends and capital gains
in cash. Should you select this option, a check will be mailed to you or your
agent or trustee no later than seven days after the payment date.
TAXES
The Fund intends to qualify as a regulated investment company (a "RIC")
under Subchapter M of the Internal Revenue Code of 1986, as amended. As long as
a Fund qualifies as a RIC and distributes substantially all of its net
investment income and capital gains, it will not pay federal income taxes on
the earnings it distributes to shareholders.
Distributions to shareholders, whether taken in cash or reinvested in
shares, are generally considered taxable for federal income tax purposes as
follows:
o Income distributions and net short-term capital gains are taxable as
ordinary income.
o Long-term capital gains distributions are taxable as capital gains,
regardless of how long you have held your shares.
8
<PAGE>
After each calendar year, the Service Company will mail you a statement
indicating which of that year's distributions you should treat as ordinary
income and which you should treat as capital gains. Distributions of income or
capital gains may also be subject to state and local taxes.You should always
consult your tax adviser for specific guidance as to the tax consequences of
your investment in the Fund.
SHAREHOLDER SERVICES
Details on all shareholder services may be obtained from the Service
Company by calling toll free 1-800-343-3453 or by writing to the Service
Company.
Subaccount. Special processing has been arranged with the Service Company for
banks and other institutions that wish to open multiple accounts (a master
account and subaccounts). An investor wishing to avail himself or herself of
the Service Company's subaccounting facilities will be required to enter into a
separate agreement, with the charges to be determined on the basis of the level
of services to be rendered. Subaccounts may be opened with the initial
investment or at a later date and may be established by an investor with
registration either by name or by number.
- --------------------------------------------------------------------------------
FUND DETAILS
- --------------------------------------------------------------------------------
FUND ORGANIZATION AND SERVICE PROVIDERS
Fund Structure. The Fund is an investment pool, which invests shareholders'
money towards a specified goal. The Fund is a diversified series of an
open-end, investment management company, called "Evergreen Select Fixed Income
Trust" (the "Trust"). The Trust is a Delaware business trust organized on
September 17, 1997.
Board of Trustees. The Trust is supervised by a Board of Trustees that is
responsible for representing the interests of shareholders. The Trustees meet
periodically throughout the year to oversee the Fund's activities, reviewing,
among other things, the Fund's performance and its contractual arrangements
with various service providers.
Shareholder Rights. All shareholders participate equally in dividends and
distributions from the Fund's assets and have equal voting, liquidation and
other rights. Shareholders may exchange shares as described under "Exchanges,"
but will have no other preference, conversion, exchange or preemptive rights.
When issued and paid for, your shares will be fully paid and nonassessable.
Shares of the Fund are redeemable, transferable and freely assignable as
collateral. The Trust may establish additional classes or series of shares.
The Fund does not hold annual shareholder meetings; the Fund may, however,
hold special meetings for such purposes as electing or removing Trustees,
changing fundamental policies and approving investment advisory agreements or
12b-1 plans. In addition, the Fund is prepared to assist shareholders in
communicating with one another for the purpose of convening a meeting to elect
Trustees. If any matters are to be voted on by shareholders, each share owned
as of the record date for the meeting would be entitled to one vote.
Adviser. First Union National Bank ("FUNB") is the investment adviser to the
Fund. FUNB is a subsidiary of First Union Corporation ("First Union"). First
Union and First Union National Bank are located at 301 South College Street,
Charlotte, North Carolina 28288-0630. First Union and its subsidiaries provide
a broad range of financial services to individuals and businesses throughout
the U.S.
The Fund pays FUNB a fee for its services equal to 0.40% of the Fund's
average net assets. Of that amount, FUNB has voluntarily agreed to reduce its
advisory fee by 0.10%, resulting in a net annual advisory fee of 0.30% of the
average net assets of the Fund.
FUNB currently intends to continue waiving 0.10% of its advisory fee
through November 30, 1998. However, FUNB may modify or cancel its expense
waiver at any time.
Portfolio Managers. The portfolio managers of the Fund are Robert Cheshire and
Bruce J. Besecker.
Robert Cheshire. Robert Cheshire joined First Fidelity Bank in 1990, which
was acquired by First Union in 1995, as Vice President and senior portfolio
manager. He is head of the Newark Taxable Fixed Income Unit and manages the
Evergreen Intermediate Term Government Securities Fund.
9
<PAGE>
Bruce J. Besecker. Bruce Besecker has over 16 years investment experience.
In addition to managing the Philadelphia Taxable Fixed Income Unit for Capital
Management Group of FUNB, he maintains fund and individual account
responsibilities. Prior to joining First Union in 1987, Mr. Besecker served as
Assistant Vice President in Institutional Sales at Merrill Lynch in New York, a
Senior Trust Officer and Portfolio Manager at Fidelity Bank and a Research
Assistant in the Economics Department at the Federal Reserve Bank in
Philadelphia.
Distributor. Evergreen Distributor, Inc. is the Fund's distributor. Evergreen
Distributor, Inc. is located at 125 West 55th Street, New York, New York 10019
and is a subsidiary of The BISYS Group, Inc. Evergreen Distributor, Inc.
markets the Fund and distributes their shares through broker-dealers, financial
planners and other financial representatives. Evergreen Distributor, Inc. is
not affiliated with First Union.
Transfer Agent. Evergreen Service Company is the Fund's transfer agent.
Evergreen Service Company is a subsidiary of First Union and is located at 200
Berkeley Street, Boston, MA 02116-5034. Evergreen Service Company handles
shareholder services, including record keeping and account statements,
distribution of dividends and capital gains and processing of transactions.
Administrator. Evergreen Investment Services, Inc. ("EKS") serves as
administrator to the Fund. As administrator, and subject to the supervision and
control of the Trust's Board of Trustees, EKS provides the Fund with
facilities, equipment and personnel. For its services as administrator, EKS is
entitled to receive a fee based on the aggregate average daily net assets of
the Fund at a rate based on the total assets of all mutual funds advised by
First Union subsidiaries. The administration fee is calculated in accordance
with the following schedule.
<TABLE>
<S> <C>
Aggregate Average Daily Net Assets Of Mutual Funds
For Which Any Subsidiary Of First Union
Administrative Fee Serves As Investment Adviser
0.060 % on the first $7 billion
0.0425% on the next $3 billion
0.035 % on the next $5 billion
0.025 % on the next $10 billion
0.019 % on the next $5 billion
0.014 % on assets in excess of $30 billion
</TABLE>
SubAdministrator. BISYS Fund Services serves as sub-administrator to the Fund.
For its services, BISYS Fund Services is entitled to receive a fee from EKS
calculated on the aggregate average daily net assets of the Fund at a rate
based on the total assets of all mutual funds administered by EKS for which
First Union subsidiaries also serve as investment adviser. The
sub-administrator fee is calculated in accordance with the following schedule:
<TABLE>
<S> <C>
Aggregate Average Daily Net Assets Of Mutual Funds Administered
By BISYS For Which Any Subsidiary Of First Union
Sub-Administrative Fee Serves As Investment Adviser
0.0100% on the first $7 billion
0.0075% on the next $3 billion
0.0050% on the next $15 billion
0.0040% on assets in excess of $25 billion
</TABLE>
OTHER INFORMATION AND POLICIES
Banking Laws. The Glass-Steagall Act and other banking laws and regulations
presently prohibit a bank holding company or its affiliates (a "Bank") from
sponsoring, organizing, controlling, or distributing the shares of a registered
open-end investment company such as each Fund. However, a Bank may act as
investment adviser, transfer agent or custodian to a registered open-end
investment company. A Bank may also purchase shares of such company and pay
third parties for performing these functions.
10
<PAGE>
Securities Transactions. Under policies established by the Trust's Board of
Trustees, FUNB selects broker-dealers to execute portfolio transactions subject
to the receipt of best execution. In so doing, FUNB may select broker-dealers
who are affiliated with FUNB. Moreover, the Fund may pay higher commissions to
broker-dealers that provide research services, which FUNB may use in advising
the Fund or its other clients.
Portfolio Turnover. The estimated annual portfolio turnover rates for the Fund
is not expected to exceed 50%.
Code of Ethics. The Fund and FUNB have each adopted a code of ethics
incorporating policies on personal securities trading. In general, these codes
of ethics require that certain personnel of the Funds and FUNB (1) abstain from
engaging in certain personal trading practices and (2) report certain personal
trading activities.
Other Classes of Shares. The Fund offers three classes of shares, Charitable,
Institutional and Institutional Service. Only Charitable shares are offered
through this prospectus. Call the Service Company for information on the other
classes of shares, including how to get a prospectus.
FUND PERFORMANCE
Total return. Total return is the change in value of an investment in the Fund
over a given period, assuming that dividends and capital gains are reinvested
and that recurring charges are deducted. A cumulative total return reflects
actual performance over a stated period of time. An average annual total return
is a hypothetical rate of return that, if achieved annually, would have
produced the same cumulative total return if performance had been constant over
the entire period. Average annual total returns smooth out variations in
performance; they are not the same as actual year-by-year results.
Yield. Yield is the income generated by an investment in the Fund over a given
period of time, expressed as an annual percentage rate. Yields are calculated
according to a standard that is required for all stock and bond funds. Because
this differs from other accounting methods, the quoted yield may not equal the
income actually paid to shareholders.
Related Performance Information. Evergreen Select Core Bond Fund. The Fund
commenced operations on or about November 24, 1997. On that date, a common
trust fund (a "CTF") transferred assets to the Fund in exchange for shares of
the Fund. After such transfer, the Fund's portfolio of investments was the same
as the portfolio of the CTF immediately prior to the transfer.
The CTF is for all practical purposes a "predecessor" of the Fund. As a
result, the performance for the Fund's Charitable Shares is calculated for
periods commencing before October 31, 1997, by including the CTF's average
annual total return. The CTFs average annual total return is adjusted to
reflect the deduction of fees and expenses applicable to the Class as stated in
the Fee Table of the Funds' initial prospectus that was effective November ,
1997. These fees and expenses include management fees, Rule 12b-1 fees and
certain other Fund expenses adjusted to reflect any expense waivers or
reimbursements.
The quoted performance data includes the performance of the CTF for the
period before the Trust's Registration Statement became effective. The CTF was
not registered under the 1940 Act and thus was not subject to certain
investment restrictions that are imposed by the 1940 Act. If the CTF had been
registered under the 1940 Act, its performance might have been adversely
affected. In addition, the CTF was not subject to the provisions of the
Internal Revenue Code with respect to "regulated investment companies," which
provisions, if imposed, could have adversely affected the CTFs' performance.
Employee benefit plans that invest plan assets in the CTF may be subject to
certain charges as set forth in its respective Plan Documents. Total return
figures would be lower for the period if it reflected these charges.
11
<PAGE>
<TABLE>
<S> <C> <C> <C> <C> <C>
10 Years (Or
since Inception
Fund Name (Predecessor CTF) 1 Year 3 Years 5 Years Inception) Date
Evergreen Select Core Bond Fund
(Charitable Fixed Income Trust)
Charitable Shares 7.84% 9.05% 7.02% 8.87%
</TABLE>
General. The Fund may include comparative performance information in
advertising or in marketing the Fund's shares. Such information could include
data from Lipper Analytical Services, Inc., Morningstar, Inc., CDS Weisenberger
and Value Line, other industry publications or various indexes, such as the
Lehman Brothers Aggregate Bond Index.
12
<PAGE>
Investment Adviser
First Capital Group of First Union National Bank, 201 South College Street,
Charlotte, North Carolina 28288
Custodian
State Street Bank and Trust Company, Box 9021, Boston, Massachusetts 02205-9827
Transfer Agent
Evergreen Service Company, 200 Berkeley Street, Boston, Massachusetts, 02116
Legal Counsel
Sullivan & Worcester LLP, 1025 Connecticut Avenue, N.W., Washington, D.C. 20036
Independent Auditors
Price Waterhouse LLP, 160 Federal Street, Boston, Massachusetts 02110
Distributor
Evergreen Distributor, Inc., 125 West 55th Street, New York, New York 10019
63577
541915
<PAGE>
- ----------------------------------------------------------------------------
PROSPECTUS November , 1997
- ----------------------------------------------------------------------------
[Evergreen Logo appears here]
EVERGREEN SELECT EQUITY TRUST
- ----------------------------------------------------------------------------
Evergreen Select Large Cap Blend Fund
Evergreen Select Social Principles Fund
(Each a "Fund," together the "Funds")
CHARITABLE SHARES
This prospectus explains important information about the Charitable Shares
of the Evergreen Select Equity Trust, including information on how the Funds
invest and services available to shareholders. Please read this prospectus
before investing, and keep it for future reference.
When you consider investing in a Fund, remember that the higher the risk
of losing money, the higher the potential reward. The reverse is also generally
true: the lower the risk, the lower the potential reward.
By itself, no Fund is a complete investment plan. When considering an
investment in any of the Funds, remember to consider your overall investment
objectives and any other investments you own. You should also carefully
evaluate your ability to handle the risks posed by your investment in the
Funds. You can find information on the risks associated with investing in the
Funds under the section called "Fund Descriptions."
To learn more about the Evergreen Select Equity Trust, call 1-800-343-3453
for a free copy of the Fund's statement of additional information ("SAI") dated
November , 1997 as supplemented from time to time. The Funds have filed the
SAI with the Securities and Exchange Commission and have incorporated it by
reference (legally included it) into this prospectus.
Please remember that shares of the Funds are:
o Not deposits or obligations of any bank.
o Not endorsed or guaranteed by any bank.
o Not insured or otherwise protected by the Federal Deposit Insurance
Corporation or any other agency.
o Subject to investment risks, including possible loss of the principal amount.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
<PAGE>
TABLE OF CONTENTS
----------------
<TABLE>
<S> <C>
EXPENSES 3
FUND DESCRIPTIONS 3
Investment Objectives 3
Securities and Investment Practices
Used By Each Fund 4
BUYING AND SELLING SHARES 5
How To Buy Shares 5
How to Redeem Shares 6
Additional Transaction Policies 6
Exchanges 7
Dividends 7
Taxes 7
Shareholder Services 8
<S> <C>
FUND DETAILS 8
Fund Organization and Service
Providers 8
Other Information And Policies 10
Fund Performance 10
</TABLE>
2
<PAGE>
- --------------------------------------------------------------------------------
EXPENSES
- --------------------------------------------------------------------------------
The tables and examples below are designed to help you understand the
various expenses that you will bear, directly or indirectly, when you invest in
the Funds. Shareholder transaction expenses are fees paid directly from your
account when you buy or sell shares of a Fund. There are no shareholder
transaction expenses.
Annual operating expenses reflect the normal operating expenses of a Fund,
and include costs such as management, distribution and other fees. The table
below shows the Funds' estimated annual operating expenses for the fiscal
period ending June 30, 1998. Each Fund's example shows what you would pay if
you invested $1,000 over the periods indicated. The examples assume that you
reinvest all of your dividends and that each Fund's average annual return will
be 5%. The examples are for illustration purposes only and should not be
considered a representation of past or future expenses or annual return. The
Funds' actual expenses and returns will vary. For a more complete description
of the various costs and expenses borne by the Funds see "Fund Details."
<TABLE>
<S> <C> <C> <C> <C>
Management Other Total Operating
Fees1 Expenses Expenses (After
Annual Fund Operating Expenses (After Expense 12b-1 (After Expense Expense Waivers or
(as a percentage of average daily net assets) Waivers) Fees Reimbursement) Reimbursements)1
Evergreen Select Large Cap Blend Fund 0.60% None 0.11% 0.71%
Evergreen Select Social Principles Fund 0.70% None 0.16% 0.86%
Example of Fund Expenses 1 year 3 years
Evergreen Select Large Cap Blend Fund $ 7 $ 23
Evergreen Select Social Principles Fund $ 9 $ 27
</TABLE>
- --------
(1) Each Fund's investment adviser has voluntarily agreed to waive 0.10% of the
Fund's investment advisory fee. Without such waivers, each management fee
set forth above would be 0.10% higher. The investment advisers currently
intend to continue this expense waiver through November 30, 1998; however,
each may modify or cancel its expense waiver at any time. See "Fund
Details" for more information. Absent expense waivers and/or
reimbursements, the Total Operating Expenses for each of the Funds would
be as follows:
<TABLE>
<S> <C>
Fund Total Fund Operating Expenses
Evergreen Select Large Cap Blend Fund 0.81%
Evergreen Select Social Principles Fund 0.96%
</TABLE>
- --------------------------------------------------------------------------------
FUND DESCRIPTIONS
- --------------------------------------------------------------------------------
INVESTMENT OBJECTIVES
Evergreen Select Large Cap Blend Fund seeks to achieve long-term capital
growth. The Fund invests primarily in the equity securities of large companies
(i.e., a company with a market capitalization of over $5 billion at the time of
investment). The Fund's stock selection is based on a diversified style of
equity management that allows it to invest in both value and growth-oriented
equity securities.
Evergreen Select Social Principles Fund seeks to provide long-term capital
growth. The Fund invests in the equity securities of mid-size companies (i.e.,
a company with a market capitalization of more than $1 billion but less than $5
billion) that respect human rights, play a role in local communities and
produce useful products in an environmentally sound way. The Fund will not
invest in companies that produce liquor, tobacco, weapons or nuclear energy.
Each Fund's investment objective is nonfundamental. As a result, a Fund
may change its objective without a shareholder vote. Each Fund has also adopted
certain fundamental investment policies which are mainly designed to limit a
Fund's exposure to risk. A Fund's fundamental policies cannot be changed
without a shareholder vote. See the SAI for more information regarding a Fund's
fundamental investment policies or other related investment policies.
3
<PAGE>
SECURITIES AND INVESTMENT PRACTICES USED BY EACH FUND
You can find more information about the types of securities in which a
Fund may invest, the types of investment techniques a Fund may employ in
pursuit of its objective and a summary of related risks set forth below. The
Funds' SAI contains additional information about these investments and
investment techniques.
Equity Securities. Each Fund invests primarily in common stocks. A common stock
represents an equity (ownership) interest in a corporation. The Fund expects to
profit from stocks primarily by (1) selling shares at a higher price than it
paid and (2) earning dividends.
Each Fund may invest in convertible securities. Convertible securities are
corporate securities that can be exchanged for a different type of corporate
security. Convertible securities normally purchased by the Funds are
convertible preferred stocks and convertible bonds, both of which can be
exchanged for common stocks.
Investments in stocks are subject to market risk, which is the possibility
that stock prices in general will decline over short or even extended periods.
Stock markets tend to move in cycles, with periods of rising stock prices and
periods of falling stock prices. Also, investing in small companies involves
greater risk than investing in larger companies. Small company stock prices can
rise very quickly and drop dramatically in a short period of time. This
volatility results from a number of factors, including reliance by such
companies on limited product lines, markets, and financial and management
resources. These and other factors may make small companies more susceptible to
setbacks or downturns. These companies may experience higher rates of
bankruptcy or other failures than larger companies. They may be more likely to
be negatively affected by changes in management. In addition, the stock of
small companies may be less marketable than larger companies.
Derivatives. Derivatives are financial contracts whose value is based on an
underlying asset, such as a stock or a bond, or an underlying economic factor,
such as an index or an interest rate. Each Fund may purchase put and call
options, write covered put and call options, enter into futures contracts and
use options on futures contracts. The Funds may use futures and options for
hedging purposes only, not for speculation.
Losses from derivatives can sometimes be substantial. This is true partly
because small price movements in the underlying asset can result in immediate
and substantial gains or losses in the value of the derivative. Derivatives can
also cause a Fund to lose money if the Fund fails to correctly predict the
direction in which the underlying asset or economic factor will move.
Borrowing. Each Fund may borrow from banks in an amount up to 33 1/3% of its
total assets, taken at market value. A Fund may only borrow as a temporary
measure for extraordinary or emergency purposes such as the redemption of Fund
shares. A Fund will not purchase securities while borrowings are outstanding
except to exercise prior commitments and to exercise subscription rights.
Securities Lending. To generate income and offset expenses, each Fund may lend
securities to broker-dealers and other financial institutions. Loans of
securities by a Fund may not exceed 30% of the value of the Fund's total
assets. While securities are on loan, the borrower will pay the Fund any income
accruing on the security. Also, the Fund may invest any collateral it receives
in additional securities.
Gains or losses in the market value of a lent security will affect a Fund
and its shareholders. When a Fund lends its securities, it runs the risk that
it could not retrieve the securities on a timely basis, possibly losing the
opportunity to sell the securities at a desirable price. Also, if the borrower
files for bankruptcy or becomes insolvent, the Fund's ability to dispose of the
securities may be delayed.
Repurchase Agreements. Each Fund may enter into repurchase agreements. A
repurchase agreement is an agreement by a Fund to purchase a security and sell
it back for a specified price. The repurchase price reflects an agreed-upon
interest rate for the time period of the agreement. A Fund's risk is the
inability of the seller to pay the agreed-upon price at delivery date. However,
such risk is tempered by the ability of a Fund to sell the security in the open
market in case of default. In such a case, a Fund may incur costs in disposing
of the security which would increase Fund expenses.
4
<PAGE>
Reverse Repurchase Agreements. Each Fund may enter into reverse repurchase
agreements. A reverse repurchase agreement is an agreement by a Fund to sell a
security and repurchase it at a specified time and price. A Fund could lose
money if the market value of the securities it sold declines below their
repurchase price. Reverse repurchase agreements may be considered a form of
borrowing, and, therefore, a form of leverage. Leverage may magnify gains or
losses of a Fund.
Investing in Securities of Other Investment Companies. The Funds may invest in
securities of other investment companies. As a shareholder of another
investment company, a fund would pay its portion of the other investment
company's expenses. These expenses would be in addition to the expenses that a
fund currently bears concerning its own operations and may result in some
duplication of fees.
When-Issued, Delayed-Delivery and Forward Commitment Transactions. Each Fund
may enter into transactions whereby it commits to buying a security, but does
not pay for or take delivery of the security until some specified date in the
future. The value of these securities is subject to market fluctuation during
this period and no income accrues to a Fund until settlement. At the time of
settlement, a when-issued security may be valued at less than its purchase
price. When entering into these transactions, a Fund relies on the other party
to consummate the transaction; if the other party fails to do so, the Fund may
be disadvantaged.
Temporary Defensive Investments. Each Fund may invest for temporary defensive
purposes up to 100% of its assets in short-term obligations. Such obligations
may include master demand notes, commercial paper and notes, bank deposits and
other financial institution obligations.
Other Investment Restrictions. Each Fund has adopted additional investment
restrictions and guidelines that are set forth in the SAI.
- --------------------------------------------------------------------------------
BUYING AND SELLING SHARES
- --------------------------------------------------------------------------------
HOW TO BUY SHARES
Charitable investors may buy Charitable shares of the Funds through
broker-dealers, banks and certain other financial intermediaries, or directly
through the Fund's distributor, Evergreen Distributor, Inc. ("EDI") A
charitable investor is one that qualifies as a non-profit organization under
the Internal Revenue Code of 1986, as amended. Examples of such organizations
include charitable trusts, non-profit hospitals, private foundations, private
schools and colleges, public charities, religious entities and charitable
remainder trusts. Investors may purchase Charitable shares at the public
offering price, which equals the class's net asset value per share ("NAV"). See
"Offering Price and Other Purchase Information" below.
Minimum Investment. The minimum initial investment in Charitable shares is $1
million, which may be waived in certain situations. There is no minimum amount
required for subsequent purchases.
Opening an Account. You may open an account by mailing a signed account
application to the particular Fund c/o Evergreen Service Company, P.O. Box
2121, Boston, Massachusetts 02106-2121. You may get an account application by
calling 1-800-343-3453.
Except as provided below, you can only purchase shares by wiring federal
funds to Evergreen Service Company (the "Service Company"). You may obtain
wiring instructions by calling 1-800-343-3453. When you call, the Service
Company representative will ask you for the following information: name of
authorized person; shareholder name; shareholder account number; name of the
Fund and share class; amount being wired; and wiring bank name.
Offering Price and Other Purchase Information. When you buy a Fund's shares,
you pay its NAV next determined after the Fund receives and accepts your order.
To receive that day's offering price, a Fund must receive and accept your order
by the close of the business day (generally 4:00 p.m. Eastern time); otherwise,
you will receive the next day's offering price. For more information, see "How
the Funds Calculate Their NAV."
You may, at a Fund's discretion, pay for shares of a Fund with securities
instead of cash. Additionally, if you want to buy a Fund's shares equal in
amount to $5 million or more the Fund may require you to pay for those shares
with securities instead of cash. A Fund will only accept securities that are
consistent with its investment objective,
5
<PAGE>
policies and restrictions. Also, a Fund will value the securities in the manner
described under "How the Funds Calculate Their NAV." Investors who receive a
Fund's shares for securities instead of cash may pay such transaction costs as
broker's commissions, taxes or governmental fees.
HOW TO REDEEM SHARES
You may redeem shares of a Fund by mail, telephone or other types of
telecommunication.
Mail Redemptions. You may redeem shares on each day that the New York Stock
Exchange ("NYSE") is open by mailing a written request to the Service Company
at the following address:
Evergreen Service Company
P.O. Box 2121
Boston, Massachusetts 02106-2121
The signatures on the written request must be properly guaranteed, as
described below.
How To Redeem By Telephone. You may redeem your shares by calling
1-800-343-3453 between the hours of 8:00 a.m. and 6:00 p.m. (Eastern time) on
each business day. You may also redeem shares by sending a facsimile to
617-210-2711 or by other means of wire communication. You must state the Fund
and class from which you want to redeem, the number or dollar amount of shares
you want to redeem and your account number. The telephone redemption service is
not available to you automatically. You must elect to do so on your account
application.
If you are unable to reach the Funds or the Service Company by telephone,
you should redeem by mail.
The Service Company will wire your redemption proceeds to the commercial
bank account designated on the account application. If the Service Company
deems it appropriate, it may require additional documentation. Although at
present the Service Company pays the wire costs involved, it reserves the right
at any time to require the shareholder to pay such costs.
Redemption Value and Other Redemption Policies. When you sell shares, you
receive the NAV computed at the close of the NYSE on the day that a Fund
receives your request, if your request is received before 4:00 p.m. Eastern
time. If a Fund receives your redemption request after 4:00 p.m. Eastern time,
you will receive the next day's NAV. Generally, a Fund pays redemption proceeds
within seven days. The Funds may, at any time, change, suspend or terminate any
of the redemption methods described in this prospectus, except redemptions by
mail. For more information, see "How the Funds Calculate Their NAV."
The Funds may, at their discretion, pay your redemption proceeds with
securities instead of cash. However, each Fund is obligated to redeem shares
solely in cash, up to the lesser of $250,000 or 1% of a Fund's total net assets
during any ninety day period for any one shareholder. See the SAI for further
details.
Except as otherwise noted, neither the Funds, the Service Company nor the
Funds' distributor assumes responsibility for the authenticity of any
instructions received by any of them from a shareholder by telephone. The
Service Company will employ reasonable procedures to confirm that instructions
received over the telephone or otherwise are genuine. Neither the Funds, the
Service Company nor the Funds' distributor will be liable when following
instructions received by telephone or otherwise that the Service Company
reasonably believes to be genuine.
Shareholders may only change information contained in their account
registration (such as the bank account designated to receive wire redemption
proceeds) by writing to the Service Company. Signatures on such written
instructions must be guaranteed, as described below.
ADDITIONAL TRANSACTION POLICIES
How The Funds Calculate Their NAV. A Fund's NAV equals the value of its share
without sales charges. A Fund calculates its NAV by adding up the total value
of its investments and other assets, subtracting its liabilities and then
dividing the result by the number of shares outstanding. The Funds compute
their NAV as of the close of regular trading (generally 4:00 p.m. Eastern time)
on each day that the NYSE is open.
6
<PAGE>
The Funds' assets are valued primarily on the basis of market quotations.
Short-term securities with remaining maturities of sixty days or less for which
quotations are not readily available are valued on the basis of amortized cost.
In addition, securities for which quotations are not readily available are
valued by a method that the Board of Trustees believes accurately reflects fair
value.
Signature Guarantee. For your protection, signatures on stock powers, and
written orders or authorizations must have a signature guarantee. A signature
guarantee can be provided by a U.S. stock exchange member, a bank, or other
persons eligible to guarantee signatures under the Securities Exchange Act of
1934 and the Service Company's policies. The Service Company may waive this
requirement or may require additional documentation in certain cases.
EXCHANGES
You may exchange Charitable shares of any Fund for Charitable shares of
any other Evergreen Select Fund. You may exchange your shares through your
broker-dealer, by mail or by telephone. All exchange orders must comply with
the applicable requirements for purchases and redemptions and must include your
account number, the number or value of shares to be exchanged, the class of
shares, and the Funds to and from which you wish to exchange.
Signatures on exchange orders must be guaranteed, as described above.
The Funds reserve the right to change or revoke the exchange privilege of
any shareholder or to limit or revoke any exchange. Currently, you may not make
more than five exchanges in a year or three exchanges in a calendar quarter.
Please read the prospectus of the fund that you want to exchange into
before requesting your exchange.
For federal income tax purposes, an exchange is treated as a sale for
taxable investors.
DIVIDENDS
As a shareholder, you are entitled to your share of earnings on a Fund's
investments. You receive such earnings as either an income dividend or a
capital gains distribution. Income dividends come from the dividends that a
Fund earns from its stocks plus any interest it receives from its bonds. The
Fund realizes a capital gain whenever it sells a security for a higher price
than its tax basis.
Dividend Schedule. Each Fund pays shareholders its net investment income
monthly. Each Fund pays shareholders its net capital gains at least once a
year.
Payment Options. Unless you select another option on your account application,
your dividends and capital gains will be reinvested in additional shares of the
same class of the same Fund.
You may elect to receive some or all of your dividends and capital gains
in cash. Should you select this option, a check will be mailed to you or your
agent or trustee no later than seven days after the payment date.
TAXES
Each Fund intends to qualify as a regulated investment company (a "RIC")
under Subchapter M of the Internal Revenue Code of 1986, as amended. As long as
a Fund qualifies as a RIC and distributes substantially all of its net
investment income and capital gains, it will not pay federal income taxes on
the earnings it distributes to shareholders.
Distributions to shareholders, whether taken in cash or reinvested in
shares, are generally considered taxable for federal income tax purposes as
follows:
o Income distributions and net short-term capital gains are taxable as
ordinary income.
o Long-term capital gains distributions are taxable as capital gains,
regardless of how long you have held your shares.
7
<PAGE>
After each calendar year, the Service Company will mail you a statement
indicating which of that year's distributions you should treat as ordinary
income and which you should treat as capital gains. Distributions of income or
capital gains may also be subject to state and local taxes. You should always
consult your tax adviser for specific guidance as to the tax consequences of
your investment in the Funds.
SHAREHOLDER SERVICES
Details on all shareholder services may be obtained from the Service
Company by calling toll free 1-800-343-3453 or by writing to the Service
Company.
Subaccounts. Special processing has been arranged with the Service Company for
banks and other institutions that wish to open multiple accounts (a master
account and subaccounts). An investor wishing to avail himself or herself of
the Service Company's subaccounting facilities will be required to enter into a
separate agreement, with the charges to be determined on the basis of the level
of services to be rendered. Subaccounts may be opened with the initial
investment or at a later date and may be established by an investor with
registration either by name or by number.
- --------------------------------------------------------------------------------
FUND DETAILS
- --------------------------------------------------------------------------------
FUND ORGANIZATION AND SERVICE PROVIDERS
Fund Structure. Each Fund is an investment pool, which invests shareholders'
money towards a specified goal. Each Fund is a diversified series of an
open-end, investment management company, called "Evergreen Select Equity Trust"
(the "Trust"). The Trust is a Delaware business trust organized on September
17, 1997.
Board of Trustees. The Trust is supervised by a Board of Trustees that is
responsible for representing the interests of shareholders. The Trustees meet
periodically throughout the year to oversee the Funds' activities, reviewing,
among other things, the Funds' performance and its contractual arrangements
with various service providers.
Shareholder Rights. All shareholders have equal voting, liquidation and other
rights. Shareholders may exchange shares as described under "Exchanges," but
will have no other preference, conversion, exchange or preemptive rights. When
issued and paid for, your shares will be fully paid and nonassessable. Shares
of the Funds are redeemable, transferable and freely assignable as collateral.
The Trust may establish additional classes or series of shares.
The Funds do not hold annual shareholder meetings; a Fund may, however,
hold special meetings for such purposes as electing or removing Trustees,
changing fundamental policies and approving investment advisory agreements. In
addition, the Funds are prepared to assist shareholders in communicating with
one another for the purpose of convening a meeting to elect Trustees. If any
matters are to be voted on by shareholders, each share owned as of the record
date for the meeting would be entitled to one vote.
Adviser. The adviser to each Fund is the First Capital Group ("FCG") of First
Union National Bank ("FUNB"), a subsidiary of First Union Corporation ("First
Union"). First Union and FUNB are located at 301 South College Street,
Charlotte, North Carolina 28288-0630. First Union and its subsidiaries provide
a broad range of financial services to individuals and businesses throughout
the United States.
Each Fund pays FCG a fee for its services as set forth below. FCG's annual
advisory fees are expressed as a percentage of average net assets. In addition,
FCG has voluntarily agreed to reduce its advisory fee by 0.10%, resulting in
the net advisory fees that are also indicated in the table below.
<TABLE>
<S> <C> <C>
Fund Advisory Fee Net Advisory Fee
Evergreen Select Large Cap Blend Fund 0.70% 0.60%
Evergreen Select Social Principles Fund 0.80% 0.70%
</TABLE>
FCG currently intends to continue waiving 0.10% of each Fund's respective
advisory fee through November 30, 1998. However, FCG may modify or cancel its
expense waiver at any time.
8
<PAGE>
Portfolio Managers. Information about the individual portfolio managers
responsible for managing each Fund, including their occupations for the past
five years, is provided below.
- --------------------------------------------------------------------------------
Fund Portfolio Manager(s)
Evergreen Select Large
Cap Blend Fund Eric Wiegand is the team leader of a group of four
investment professionals who manage this Fund. Managing the
Fund along with Mr. Wiegand are Daryl L. Brown, R. Dean
Hawes, Dillon Harris and Steven J. Hoeft.
Mr. Wiegand is also responsible for managing the Evergreen
Select Social Principles Fund. Prior to rejoining First
Fidelity Bank in 1994, which was acquired by First Union in
1995, Mr. Wiegand was a Vice President and Senior Portfolio
Manager with PNC Bank in Philadelphia.
Evergreen Select
Social Principles Fund Mr. Wiegand also acts as co-manager of the Evergreen
Select Large Cap Blend Fund.
Distributor. Evergreen Distributor, Inc. is each Fund's distributor. Evergreen
Distributor, Inc. is located at 125 West 55th Street, New York, New York 10019
and is a subsidiary of The BISYS Group, Inc. Evergreen Distributor, Inc.
markets the Funds and distributes their shares through broker-dealers,
financial planners and other financial representatives. Evergreen Distributor,
Inc. is not affiliated with First Union Corporation.
Transfer Agent. Evergreen Service Company is each Fund's transfer agent.
Evergreen Service Company is a subsidiary of First Union and is located at 200
Berkeley Street, Boston, MA 02116-5034. Evergreen Service Company handles
shareholder services, including record keeping and account statements,
distribution of dividends and capital gains and processing of transactions.
Administrator. Evergreen Investment Services, Inc. ("EKS") serves as
administrator to each Fund. As administrator, and subject to the supervision
and control of the Trust's Board of Trustees, EKS, provides the Funds with
facilities, equipment and personnel. For its services as administrator, EKS is
entitled to receive a fee based on the aggregate average daily net assets of
the Funds at a rate based on the total assets of all mutual funds advised by
First Union subsidiaries. The administration fee is calculated in accordance
with the following schedule.
<TABLE>
<S> <C>
Aggregate Average Daily Net Assets Of Mutual Funds For Which Any
Administrative Fee Subsidiary Of First Union Serves As Investment Adviser
0.060 % on the first $7 billion
0.0425% on the next $3 billion
0.035 % on the next $5 billion
0.025 % on the next $10 billion
0.019 % on the next $5 billion
0.014 % on assets in excess of $30 billion
</TABLE>
Sub-administrator. BISYS Fund Services serves as sub-administrator to the
Funds. For its services, BISYS Fund Services is entitled to receive a fee from
EKS calculated on the aggregate average daily net assets of the Funds at a rate
based on the total assets of all mutual funds adminstered by EKS for which
First Union subsidiaries also serve as investment adviser. The
sub-administrator fee is calculated in accordance with the following schedule:
9
<PAGE>
<TABLE>
<S> <C>
Aggregate Average Daily Net Assets Of Mutual Funds Administered
By BISYS For Which Any Subsidiary Of First Union
Sub-Administrative Fee Serves As Investment Adviser
0.0100% on the first $7 billion
0.0075% on the next $3 billion
0.0050% on the next $15 billion
0.0040% on assets in excess of $25 billion
</TABLE>
OTHER INFORMATION AND POLICIES
Banking Laws. The Glass-Steagall Act and other banking laws and regulations
presently prohibit a bank holding company or its affiliates (a "Bank") from
sponsoring, organizing, controlling, or distributing the shares of a registered
open-end investment company such as each Fund. However, a Bank may act as
investment adviser, transfer agent or custodian to a registered open-end
investment company. A Bank may also purchase shares of such company and pay
third parties for performing these functions.
Securities Transactions. Under policies established by the Trust's Board of
Trustees, each Fund's investment adviser selects broker-dealers to execute
portfolio transactions subject to the receipt of best execution. In so doing,
each Fund's investment adviser may select broker-dealers who are affiliated
with the adviser. Moreover, the Funds may pay higher commissions to
broker-dealers that provide research services, which the adviser may use in
advising the Funds or its other clients.
Portfolio Turnover. The estimated annual portfolio turnover rate for each Fund
is not expected to exceed the rate set forth below.
<TABLE>
<S> <C>
Estimated Annual
Fund Name Portfolio Turnover
Evergreen Select Large Cap 75%
Evergreen Select Social Principles 75%
</TABLE>
Code of Ethics. The Trust and FCG have adopted a code of ethics incorporating
policies on personal securities trading. In general, these codes of ethics
require that certain personnel of the Funds and FCG (1) abstain from engaging
in certain personal trading practices and (2) report certain personal trading
activities.
Other Classes of Shares. Each Fund offers three classes of shares, Charitable,
Institutional and Institutional Service. Only Charitable Shares are offered
through this prospectus. Call the Service Company for information on the other
classes of shares, including how to get a prospectus.
FUND PERFORMANCE
Total return. Total return is the change in value of an investment in a Fund
over a given period, assuming that dividends and capital gains are reinvested
and that recurring charges are deducted. A cumulative total return reflects
actual performance over a stated period of time. An average annual total return
is a hypothetical rate of return that, if achieved annually, would have
produced the same cumulative total return if performance had been constant over
the entire period. Average annual total returns smooth out variations in
performance; they are not the same as actual year-by-year results.
Yield. Yield is the income generated by an investment in a Fund over a given
period of time, expressed as an annual percentage rate. Yields are calculated
according to a standard that is required for all stock and bond Funds. Because
this differs from other accounting methods, the quoted yield may not equal the
income actually paid to shareholders.
10
<PAGE>
Related Performance Information. Evergreen Select Large Cap Blend Fund and
Evergreen Select Social Principles Fund. The Funds commenced operations on or
about November 24, 1997. On that date, two common trust funds (each a "CTF")
transferred assets to the Fund having corresponding investment objectives,
policies and limitations in exchange for shares of such Fund. After such
transfer, each Fund's portfolio of investments was the same as the portfolio of
the corresponding CTF immediately prior to the transfer.
The CTFs are for all practical purposes "predecessors" of the Funds. As a
result, the performance for each Fund's Institutional Shares is calculated for
periods commencing before October 31, 1997, by including the corresponding
CTF's average annual total return. The CTFs average annual total return is
adjusted to reflect the deduction of fees and expenses applicable to the Class
as stated in the Fee Table of the Funds' initial prospectus that was effective
November , 1997. These fees and expenses include management fees, Rule 12b-1
fees and certain other Fund expenses adjusted to reflect any expense waivers or
reimbursements.
The quoted performance data includes the performance of the CTFs for
periods before the Trust's Registration Statement became effective. In the case
of Evergreen Select Strategic Growth Fund, where two CTFs transferred assets
into the Fund, performance information provided is for the larger of the two
CTFs. The CTFs were not registered under the 1940 Act and thus were not subject
to certain investment restrictions that are imposed by the 1940 Act. If the
CTFs had been registered under the 1940 Act, their performance might have been
adversely affected. In addition, the CTFs were not subject to the provisions of
the Internal Revenue Code with respect to "regulated investment companies,"
which provisions, if imposed, could have adversely affected the CTFs'
performance. Employee benefit plans that invest plan assets in the CTFs may be
subject to certain charges as set forth in their respective Plan Documents.
Total return figures would be lower for the period if they reflected these
charges.
<TABLE>
<S> <C> <C> <C> <C> <C>
10 Years (Or
since Inception
Fund Name (Predecessor CTF) 1 Year 3 Years 5 Years Inception) Date
Evergreen Select Large Cap Blend Fund
(Charitable Equity Trust)
Charitable Shares
Evergreen Select Social Principles Fund
(Social Principles Trust)
Charitable Shares
</TABLE>
General. The Funds may include comparative performance information in
advertising or in marketing the Fund's shares. Such information could include
data from Lipper Analytical Services, Inc., Morningstar, Inc., CDS Weisenberger
and Value Line, or other industry publications or various indexes such as the
S&P 500 Index.
11
<PAGE>
Investment Advisers
First Capital Group of First Union National Bank, 201 South College Street,
Charlotte, North Carolina 28288
Evergreen Asset Management Corp., 2500 Westchester Avenue, Purchase, New York
10577
Custodian
State Street Bank and Trust Company, Box 9021, Boston, Massachusetts 02205-9827
Transfer Agent
Evergreen Service Company, 200 Berkeley Street, Boston, Massachusetts 02116
Legal Counsel
Sullivan & Worcester LLP, 1025 Connecticut Avenue, N.W., Washington, D.C. 20036
Independent Auditors
KPMG Peat Marwick LLP, 99 High Street, Boston, Massachusetts 02110
Distributor
Evergreen Distributor, Inc., 125 West 55th Street, New York, New York 10019
63578
541916
EVERGREEN SELECT FIXED INCOME TRUST
PART B
STATEMENT OF ADDITIONAL INFORMATION
<PAGE>
EVERGREEN SELECT FIXED INCOME TRUST
200 Berkeley Street
Boston, Massachusetts 02116
(800) 633-2700
STATEMENT OF ADDITIONAL INFORMATION
NOVEMBER 17, 1997
EVERGREEN SELECT CORE BOND FUND
EVERGREEN SELECT INCOME PLUS FUND
EVERGREEN SELECT FIXED INCOME FUND
EVERGREEN SELECT INTERMEDIATE BOND FUND
EVERGREEN SELECT INTERMEDIATE TAX EXEMPT BOND FUND
(EACH A "FUND" TOGETHER THE "FUNDS")
Each Fund is a series of an open-end management investment company, known
as "Evergreen Select Fixed Income Trust" (the "Trust").
This statement of additional information ("SAI") provides additional
information about all classes of shares of the Funds listed above. It is not a
prospectus and you should read it in conjunction with the prospectus of the
Funds dated November 17, 1997, as supplemented from time to time. You may obtain
a copy of the prospectus from Evergreen Distributor, Inc.
TABLE OF CONTENTS
INVESTMENT POLICIES........................................................3
Additional Information on Securities and Investment Practices.....3
Investment Restrictions And Guidelines.......................... 16
MANAGEMENT OF THE TRUST.................................................. 18
INVESTMENT ADVISORY AND OTHER SERVICES................................... 21
Investment Adviser.............................................. 21
Distributor . . . . . . . . . . . . . . . . . . . . . . . . . 22
Distribution Plan............................................... 22
Additional Service Providers.................................... 23
BROKERAGE ALLOCATION AND OTHER PRACTICES................................. 23
Selection of Brokers............................................ 23
Brokerage Commissions........................................... 23
General Brokerage Policies...................................... 24
TRUST ORGANIZATION....................................................... 24
Form of Organization............................................ 24
Description of Shares........................................... 24
Voting Rights................................................... 24
Limitation of Trustees' Liability............................... 25
PURCHASE, REDEMPTION AND PRICING OF FUND SHARES.......................... 25
Exchanges....................................................... 25
How the Funds Value Their Shares................................ 25
Shareholder Services............................................ 26
PRINCIPAL UNDERWRITER.................................................... 26
CALCULATION OF PERFORMANCE DATA.......................................... 27
ADDITIONAL INFORMATION................................................... 27
FINANCIAL STATEMENTS..................................................... 27
APPENDIX . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .A-1
INVESTMENT POLICIES
The investment objectives of each Fund and a description of the
securities in which each Fund may invest is set forth in the Funds' prospectus.
The following expands upon the discussion in the prospectus regarding certain
investments of the Funds.
ADDITIONAL INFORMATION ON SECURITIES AND INVESTMENT PRACTICES
Derivatives
Derivatives are financial contracts whose value depends on, or is
derived from, the value of an underlying asset, reference rate or index. These
assets, rates, and indices may include bonds, stocks, mortgages, commodities,
interest rates, currency exchange rates, bond indices, and stock indices.
Derivatives may be standardized, exchange-traded contracts or customized,
privately negotiated contracts. Exchange-traded derivatives tend to be more
liquid and subject to less credit risk than those that are privately negotiated.
There are four principal types of derivative instruments -- options,
futures, forwards, and swaps -- from which virtually any type of derivative
transaction can be created. Debt instruments that incorporate one or more of
these building blocks for the purpose of determining the principal amount of
and/or rate of interest payable on the debt instruments are often referred to as
"structured securities." An example of this type of structured security is
indexed commercial paper. The term is also used to describe certain securities
issued in connection with the restructuring of certain foreign obligations. The
term "derivative" is also sometimes used to describe securities involving rights
to a portion of the cash flows from an underlying pool of mortgages or other
assets from which payments are passed through to the owner of, or that
collateralize, the securities.
The Funds can use derivatives to earn income, to enhance returns, to
hedge or adjust the risk profile of the portfolio, in place of more traditional
direct investments or to obtain exposure to otherwise inaccessible markets. A
Fund's use derivatives for non-hedging purposes entails greater risks than if a
Fund were to derivatives solely for hedging purposes.
Derivatives are a valuable tool which, when used properly, can provide
significant benefit to a Fund's shareholders. The Funds' Adviser (as hereinafter
defined) is not an aggressive user of derivatives with respect to the Funds.
However, a Fund may take positions in those derivatives that are within its
investment policies if, in the Adviser's judgment, this represents an effective
response to current or anticipated market conditions. the Adviser's use of
derivatives is subject to continuous risk assessment and control from the
standpoint of a Fund's investment objective and policies. While the judicious
use of derivatives by experienced investment managers, such as the Adviser, can
be beneficial, derivatives also involve risks different from, and, in certain
cases, greater than, the risks presented by more traditional investments.
Following is a general discussion of important risk factors and issues
concerning the use of derivatives that investors should understand before
investing in a Fund.
Market Risk -- This is the general risk attendant to all investments
that the value of a particular investment will decline or otherwise change in a
way detrimental to a Fund's interest.
Management Risk -- Derivative products are highly specialized
instruments that require investment techniques and risk analyses different from
those associated with stocks and bonds. The use of a derivative requires an
understanding not only of the underlying instrument, but also of the derivative
itself, without the benefit of observing the performance of the derivative under
all possible market conditions. Because derivatives are complex, the Funds and
the Adviser must (1) maintain controls to monitor the transactions entered into,
(2) assess the risk that a derivative adds to a Fund's portfolio and (3)
forecast price, interest rate or currency exchange rate movements correctly.
Credit Risk -- This is the risk that a Fund may lose money because the
other party to a derivative (usually called a "counter party") failed to comply
with the terms of the derivative contract. The credit risk for exchange-traded
derivatives is generally less than for privately negotiated derivatives, since
the clearing house, which is the issuer or counter party to each exchange-traded
derivative, guarantees performance. This guarantee is supported by a daily
payment system (i.e., margin requirements) operated by the clearing house to
reduce overall credit risk. For privately negotiated derivatives, there is no
similar clearing agency guarantee. Therefore, a Fund considers the
creditworthiness of each counter party to a privately negotiated derivative in
evaluating potential credit risk.
Liquidity Risk -- Liquidity risk exists is the possibility that a Fund
will have difficulty buying or selling a particular instrument. If a derivative
transaction is particularly large or if the relevant market is illiquid (as is
the case with many privately negotiated derivatives), a Fund may not be able to
initiate a transaction or liquidate a position at an advantageous price.
Leverage Risk -- Since many derivatives have a leverage component,
adverse changes in the value or level of the underlying asset, rate or index can
result in a loss substantially greater than the amount invested in the
derivative itself. In the case of swaps, the risk of loss generally is related
to a notional principal amount, even if the parties have not made any initial
investment. Certain derivatives have the potential for unlimited loss,
regardless of the size of the initial investment.
Other Risks -- Other risks in using derivatives include the risk of
mispricing or improper valuation and the inability of derivatives to correlate
perfectly with underlying assets, rates, and indices. Many derivatives, in
particular privately negotiated derivatives, are complex and often valued
subjectively. Improper valuations can result in increased cash payment
requirements to counter parties or a loss of value to a Fund. Derivatives do not
always perfectly or even highly correlate or track the value of the assets,
rates or indices they are designed to closely track. Consequently, a Fund's use
of derivatives may not always be an effective means of, and sometimes could be
counterproductive to, furthering a Fund's investment objective.
Options Transactions
Writing Covered Options. The Funds may write (i.e., sell) covered call
and put options. By writing a call option, a Fund becomes obligated during the
term of the option to deliver the securities underlying the option upon payment
of the exercise price. Writing a put option obligates the Fund during the term
of the option to purchase the securities underlying the option at the exercise
price if the option buyer exercises the option. A Fund also may write straddles
(combinations of covered puts and calls on the same underlying security).
The Funds may only write "covered" options. This means that while a
Fund is obligated as the writer of a call option it will own the underlying
securities subject to the option or, with call options on U.S. Treasury bills,
it might own similar U.S. Treasury bills. If a Fund has written options against
all of its securities that are available for writing options, the Fund may be
unable to write additional options unless it sells some of its portfolio
holdings to obtain new securities against which it can write options. If this
were to occur, higher portfolio turnover and correspondingly greater brokerage
commissions and other transaction costs may result. The Funds do not expect,
however, that this will occur. A Fund will be considered "covered" with respect
to a put option it writes if, while it is obligated as the writer of the put
option, it deposits and maintains with its custodian in a segregated account
liquid assets having a value equal to or greater than the exercise price of the
option.
The principal reason for writing call or put options is to obtain,
through a receipt of premiums, a greater current return than would be realized
on the underlying securities alone. A Fund receives a premium from writing a
call or put option, which it retains whether or not the option is exercised. By
writing a call option, a Fund might lose the potential for gain on the
underlying security while the option is open, and, by writing a put option, a
Fund might become obligated to purchase the underlying security for more than
its current market price upon exercise.
Purchasing Options. The Funds may purchase put or call options,
including put or call options for offsetting previously written put or call
options of the same series. Once a Fund has written a covered option, it will
continue to hold the segregated securities or assets until it effects a closing
purchase transaction. If the Fund is unable to close the option position, it
must hold the segregated securities or assets until the option expires or is
exercised. An option position may be closed out only in a secondary market for
an option of the same series. Although a Fund generally writes only those
options for which there appears to be an active secondary market, there is no
assurance that a liquid secondary market will exist for any particular option at
any particular time, and, for some options, no secondary market may exist. In
such event, effecting a closing transaction for a particular option might not be
possible.
Options on some securities are relatively new, and predicting how much
trading interest there will be for such options is impossible. There can be no
assurance that viable markets will develop or continue. The failure of such
markets to develop or continue could significantly impair a Fund's ability to
use such options to achieve its investment objective.
Options Trading Markets. The Funds trade in options that are generally
listed on national securities exchanges, currently including the Chicago Board
Options Exchange and the New York, American, Pacific and Philadelphia Stock
Exchanges. Options on some securities are traded in the over-the-counter market,
and may not be listed on any exchange. Options traded in the over-the-counter
market involve a greater risk that the securities dealers participating in the
transactions could fail to meet their obligations to a Fund. Certain state
authorities may limit the use of options traded in the over-the-counter market.
A Fund will include the premiums it has paid for the purchase of
unlisted options and the value of securities used to cover options it has
written for purposes of calculating whether the Fund has complied with its
policies on illiquid securities.
Futures Transactions and Related Options Transactions
The Funds intend to enter into financial futures contracts as a hedge
against changes in prevailing levels of interest rates to seek relative
stability of principal and to establish more definitely the effective return on
securities held or intended to be acquired by the Fund or as a hedge against
changes in the prices of securities held by a Fund or to be acquired by a Fund.
A Fund's hedging may include sales of futures as an offset against the effect of
expected increases in interest rates or securities prices and purchases of
futures as an offset against the effect of expected declines in interest rates.
For example, when a Fund anticipates a significant market or market
sector advance, it will purchase a stock index futures contract as a hedge
against not participating in such advance at a time when a Fund is not fully
invested. The purchase of a futures contract serves as a temporary substitute
for the purchase of individual securities which may then be purchased in an
orderly fashion. As such purchases are made, an equivalent amount of index based
futures contracts would be terminated by offsetting sales. In contrast, a Fund
would sell stock index futures contracts in anticipation of or in a general
market or market sector decline that may adversely affect the market value of
the Fund's portfolio. To the extent that the Fund's portfolio changes in value
in correlation with a given index, the sale of futures contracts on that index
would substantially reduce the risk to the portfolio of a market decline or
change in interest rates, and, by doing so, provide an alternative to the
liquidation of the Fund's securities positions and the resulting transaction
costs.
The Funds intend to engage in options transactions which are related to
financial futures contracts for hedging purposes and in connection with the
hedging strategies described above.
Although techniques other than sales and purchases of futures contracts
and related options transactions could be used to reduce the Funds' exposure to
interest rate and/or market fluctuations, the Funds may be able to hedge their
exposure more effectively and perhaps at a lower cost through using futures
contracts and related options transactions. While the Funds do not intend to
take delivery of the instruments underlying futures contracts they hold, the
Funds do not intend to engage in such futures contracts for speculation.
Futures Contracts. Futures contracts are transactions in the
commodities markets rather than in the securities markets. A futures contract
creates an obligation by the seller to deliver to the buyer the commodity
specified in the contract at a specified future time for a specified price. The
futures contract creates an obligation by the buyer to accept delivery from the
seller of the commodity specified at the specified future time for the specified
price. In contrast, a spot transaction creates an immediate obligation for the
seller to deliver and the buyer to accept delivery of and pay for an identified
commodity. In general, futures contracts involve transactions in fungible goods
such as wheat, coffee and soybeans. However, in the last decade an increasing
number of futures contracts have been developed which specify financial
instruments or financially based indexes as the underlying commodity.
U.S. futures contracts are traded only on national futures exchanges
and are standardized as to maturity date and underlying financial instrument.
The principal financial futures exchanges in the United States are The Board of
Trade of the City of Chicago, the Chicago Mercantile Exchange, the International
Monetary Market (a division of the Chicago Mercantile Exchange), the New York
Futures Exchange and the Kansas City Board of Trade. Each exchange guarantees
performance under contract provisions through a clearing corporation, a
nonprofit organization managed by the exchange membership, which is also
responsible for handling daily accounting of deposits or withdrawals of margin.
A futures commission merchant ("Broker") effects each transaction in connection
with futures contracts for a commission. Futures exchanges and trading are
regulated under the Commodity Exchange Act by the Commodity Futures Trading
Commission ("CFTC") and National Futures Association ("NFA").
Interest Rate Futures Contracts. The sale of an interest rate futures
contract creates an obligation by a Fund, as seller, to deliver the type of
financial instrument specified in the contract at a specified future time for a
specified price. The purchase of an interest rate futures contract creates an
obligation by a Fund, as purchaser, to accept delivery of the type of financial
instrument specified at a specified future time for a specified price. The
specific securities delivered or accepted, respectively, at settlement date, are
not determined until at or near that date. The determination is in accordance
with the rules of the exchange on which the futures contract sale or purchase
was made.
Currently, interest rate futures contracts can be purchased or sold on
90-day U.S. Treasury bills, U.S. Treasury bonds, U.S. Treasury notes with
maturities between 6 1/2 and 10 years, Government National Mortgage Association
(GNMA) certificates, 90-day domestic bank certificates of deposit, 90-day
commercial paper, and 90-day Eurodollar certificates of deposit. It is expected
that futures contracts trading in additional financial instruments will be
authorized. The standard contract size is $100,000 for futures contracts in U.S.
Treasury bonds, U.S. Treasury notes and GNMA certificates, and $1,000,000 for
the other designated contracts. While U.S. Treasury bonds, U.S. Treasury bills
and U.S. Treasury notes are backed by the full faith and credit of the U.S.
government and GNMA certificates are guaranteed by a U.S. government agency, the
futures contracts in U.S. government securities are not obligations of the U.S.
Treasury.
Index Based Futures Contracts, Other Than Stock Index Based. It is
expected that bond index and other financially based index futures contracts
will be developed in the future. It is anticipated that such index based futures
contracts will be structured in the same way as stock index futures contracts
but will be measured by changes in interest rates, related indexes or other
measures, such as the consumer price index. In the event that such futures
contracts are developed, the Funds will sell interest rate index and other index
based futures contracts to hedge against changes which are expected to affect
the Funds' portfolios.
The purchase or sale of a futures contract differs from the purchase or
sale of a security, in that no price or premium is paid or received. Instead, to
initiate trading an amount of cash, cash equivalents, money market instruments,
or U.S. Treasury bills equal to approximately 1 1/2% (up to 5%) of the contract
amount must be deposited by a Fund with the Broker. This amount is known as
initial margin. The nature of initial margin in futures transactions is
different from that of margin in security transactions. Futures contract margin
does not involve the borrowing of funds by the customer to finance the
transactions. Rather, the initial margin is in the nature of a performance bond
or good faith deposit on the contract which is returned to a Fund upon
termination of the futures contract assuming all contractual obligations have
been satisfied. The margin required for a particular futures contract is set by
the exchange on which the contract is traded and may be significantly modified
from time to time by the exchange during the term of the contract.
Subsequent payments, called variation margin, to the Broker and from
the Broker, are made on a daily basis as the value of the underlying instrument
or index fluctuates making the long and short positions in the futures contract
more or less valuable, a process known as mark-to-market. For example, when a
Fund has purchased a futures contract and the price of the underlying financial
instrument or index has risen, that position will have increased in value, and
the Fund will receive from the Broker a variation margin payment equal to that
increase in value. Conversely, where a Fund has purchased a futures contract and
the price of the underlying financial instrument or index has declined, the
position would be less valuable and the Fund would be required to make a
variation margin payment to the Broker. At any time prior to expiration of the
futures contract, a Fund may elect to close the position. A final determination
of variation margin is then made, additional cash is required to be paid to or
released by the Broker, and the Fund realizes a loss or gain.
Each Trust intends to enter into arrangements with its custodian and
with Brokers to enable the initial margin of a Fund and any variation margin to
be held in a segregated account by its custodian on behalf of the Broker.
Although interest rate futures contracts by their terms call for actual
delivery or acceptance of financial instruments, and index based futures
contracts call for the delivery of cash equal to the difference between the
closing value of the index on the expiration date of the contract and the price
at which the futures contract is originally made, in most cases such futures
contracts are closed out before the settlement date without the making or taking
of delivery. Closing out a futures contract sale is effected by an offsetting
transaction in which a Fund enters into a futures contract purchase for the same
aggregate amount of the specific type of financial instrument or index and same
delivery date. If the price in the sale exceeds the price in the offsetting
purchase, the Fund is paid the difference and thus realizes a gain. If the
offsetting purchase price exceeds the sale price, the Fund pays the difference
and realizes a loss. Similarly, the closing out of a futures contract purchase
is effected by an offsetting transaction in which a Fund enters into a futures
contract sale. If the offsetting sale price exceeds the purchase price, the Fund
realizes a gain. If the purchase price exceeds the offsetting sale price the
Fund realizes a loss. The amount of the Fund's gain or loss on any transaction
is reduced or increased, respectively, by the amount of any transaction costs
incurred by the Fund.
As an example of an offsetting transaction, the contractual obligations
arising from the sale of one contract of September U.S. Treasury bills on an
exchange may be fulfilled at any time before delivery of the contract is
required (i.e. on a specified date in September, the "delivery month") by the
purchase of one contract of September U.S. Treasury bills on the same exchange.
In such instance the difference between the price at which the futures contract
was sold and the price paid for the offsetting purchase, after allowance for
transaction costs, represents the profit or loss to a Fund.
There can be no assurance, however, that a Fund will be able to enter
into an offsetting transaction with respect to a particular contract at a
particular time. If a Fund is not able to enter into an offsetting transaction,
the Fund will continue to be required to maintain the margin deposits on the
contract and to complete the contract according to its terms.
Options on Financial Futures. The Funds intend to purchase call and put
options on financial futures contracts and sell such options to terminate an
existing position. Options on futures are similar to options on stocks except
that an option on a futures contract gives the purchaser the right, in return
for the premium paid, to assume a position in a futures contract (a long
position if the option is a call and a short position if the option is a put)
rather than to purchase or sell stock at a specified exercise price at any time
during the period of the option. Upon exercise of the option, the delivery of
the futures position by the writer of the option to the holder of the option
will be accompanied by delivery of the accumulated balance in the writer's
futures margin account. This amount represents the amount by which the market
price of the futures contract at exercise exceeds, in the case of a call, or is
less than, in the case of a put, the exercise price of the option on the futures
contract. If an option is exercised the last trading day prior to the expiration
date of the option, the settlement will be made entirely in cash equal to the
difference between the exercise price of the option and value of the futures
contract.
The Funds intend to use options on financial futures contracts in
connection with hedging strategies. In the future the Funds may use such options
for other purposes.
Purchase of Put Options on Futures Contracts. The purchase of
protective put options on financial futures contracts is analogous to the
purchase of protective puts on individual stocks, where an absolute level of
protection is sought below which no additional economic loss would be incurred
by a Fund. Put options may be purchased to hedge a portfolio of stocks or debt
instruments or a position in the futures contract upon which the put option is
based.
Purchase of Call Options on Futures Contracts. The purchase of call
options on financial futures contracts represents a means of obtaining temporary
exposure to market appreciation at limited risk. It is analogous to the purchase
of a call option on an individual stock, which can be used as a substitute for a
position in the stock itself. Depending on the pricing of the option compared to
either the futures contract upon which it is based, or upon the price of the
underlying financial instrument or index itself, purchase of a call option may
be less risky than the ownership of the interest rate or index based futures
contract or the underlying securities. Call options on commodity futures
contracts may be purchased to hedge against an interest rate increase or a
market advance when a Fund is not fully invested.
Use of New Investment Techniques Involving Financial Futures Contracts
or Related Options. The Funds may employ new investment techniques involving
financial futures contracts and related options. The Funds intend to take
advantage of new techniques in these areas which may be developed from time to
time and which are consistent with the Fund's investment objective. Each Trust
believes that no additional techniques have been identified for employment by
the Funds in the foreseeable future other than those described above.
Limitations on Purchase and Sale of Futures Contracts and Related
Options on Such Futures Contracts. A Fund will not enter into a futures contract
if, as a result thereof, more than 5% of the Fund's total assets (taken at
market value at the time of entering into the contract) would be committed to
margin deposits on such futures contracts, including any premiums paid for
options on futures.
The Funds intend that its futures contracts and related options
transactions will be entered into for traditional hedging purposes. That is,
futures contracts will be sold to protect against a decline in the price of
securities that a Fund owns, or futures contracts will be purchased to protect a
Fund against an increase in the price of securities it intends to purchase. The
Funds do not intend to enter into futures contracts for speculation.
In instances involving the purchase of futures contracts by a Fund, an
amount of cash and cash equivalents, equal to the market value of the futures
contracts will be deposited in a segregated account with each Trust's custodian
and/or in a margin account with a Broker to collateralize the position and
thereby insure that the use of such futures is unleveraged.
Risks of Futures Contracts. Financial futures contracts prices are
volatile and are influenced, among other things, by changes in stock prices,
market conditions, prevailing interest rates and anticipation of future stock
prices, market movements or interest rate changes, all of which in turn are
affected by economic conditions, such as government fiscal and monetary policies
and actions, and national and international political and economic events.
At best, the correlation between changes in prices of futures contracts
and of the securities being hedged can be only approximate. The degree of
imperfection of correlation depends upon circumstances, such as variations in
speculative market demand for futures contracts and for securities, including
technical influences in futures contracts trading; differences between the
securities being hedged and the financial instruments and indexes underlying the
standard futures contracts available for trading, in such respects as interest
rate levels, maturities and creditworthiness of issuers, or identities of
securities comprising the index and those in a Fund's portfolio. In addition,
futures contract transactions involve the remote risk that a party be unable to
fulfill its obligations and that the amount of the obligation will be beyond the
ability of the clearing broker to satisfy. A decision of whether, when and how
to hedge involves the exercise of skill and judgment, and even a well conceived
hedge may be unsuccessful to some degree because of market behavior or
unexpected interest rate trends.
Because of the low margin deposits required, futures trading involves
an extremely high degree of leverage. As a result, a relatively small price
movement in a futures contract may result in immediate and substantial loss, as
well as gain, to the investor. For example, if at the time of purchase, 10% of
the value of the futures contract is deposited as margin, a 10% decrease in the
value of the futures contract would result in a total loss of the margin
deposit, before any deduction for the transaction costs, if the account were
then closed out, and a 15% decrease would result in a loss equal to 150% of the
original margin deposit. Thus, a purchase or sale of a futures contract may
result in losses in excess of the amount invested in the futures contract.
However, a Fund would presumably have sustained comparable losses if, instead of
entering into the futures contract, it had invested in the underlying financial
instrument. Furthermore, in order to be certain that a Fund has sufficient
assets to satisfy its obligations under a futures contract, the Fund will
establish a segregated account in connection with its futures contracts which
will hold cash or cash equivalents equal in value to the current value of the
underlying instruments or indices less the margins on deposit.
Most U.S. futures exchanges limit the amount of fluctuation permitted
in futures contract prices during a single trading day. The daily limit
establishes the maximum amount that the price of a futures contract may vary
either up or down from the previous day's settlement price at the end of a
trading session. Once the daily limit has been reached in a particular type of
contract, no trades may be made on that day at a price beyond that limit. The
daily limit governs only price movement during a particular trading day and
therefore does not limit potential losses because the limit may prevent the
liquidation of unfavorable positions. Futures contract prices have occasionally
moved to the daily limit for several consecutive trading days with little or no
trading, thereby preventing prompt liquidation of futures positions and
subjecting some futures traders to substantial losses.
Risks of Options on Futures Contracts. In addition to the risks
described above for financial futures contracts, there are several special risks
relating to options on futures contracts. The ability to establish and close out
positions on such options will be subject to the development and maintenance of
a liquid secondary market. There is no assurance that a liquid secondary market
will exist for any particular contract or at any particular time. A Fund will
not purchase options on any futures contract unless and until it believes that
the market for such options has developed sufficiently that the risks in
connection with such options are not greater than the risks in connection with
the futures contracts. Compared to the use of futures contracts, the purchase of
options on such futures involves less potential risk to a Fund because the
maximum amount at risk is the premium paid for the options (plus transaction
costs). However, there may be circumstances when the use of an option on a
futures contract would result in a loss to a Fund, even though the use of a
futures contract would not, such as when there is no movement in the level of
the futures contract.
Loans of Securities
To generate income and offset expenses, the Funds may lend portfolio
securities to broker-dealers and other financial institutions. Loans of
securities by a Fund may not exceed 30% of the value of the Fund's total assets.
While securities are on loan, the borrower will pay the Fund any income accruing
on the security. The Fund may invest any collateral it receives in additional
portfolio securities, such as U.S. Treasury notes, certificates of deposit,
other high-grade, short-term obligations or interest bearing cash equivalents.
Gains or losses in the market value of a security lent will affect the Fund and
its shareholders.
When a Fund lends its securities, it will require the borrower to give
the Fund collateral in cash or government securities. The Fund will require
collateral in an amount equal to at least 100% of the current market value of
the securities lent, including accrued interest. The Funds have the right to
call a loan and obtain the securities lent any time on notice of not more than
five business days. The Funds may pay reasonable fees in connection with such
loans.
Although voting rights attendant to securities lent pass to the
borrower, the Funds may call such loans at any time and may vote the securities
if it believes a material event affecting the investment is to occur. The Funds
may experience a delay in receiving additional collateral or in recovering the
securities lent or may even suffer a loss of rights in the collateral should the
borrower of the securities fail financially. The Funds may only make loans to
borrowers deemed to be of good standing, under standards approved by the Board
of Trustees, when the income to be earned from the loan justifies the attendant
risks.
Master Demand Notes
Master demand notes are unsecured obligations that permit the
investment of fluctuating amounts by the Funds at varying rates of interest
pursuant to direct arrangements between a Fund, as lender, and the issuer, as
borrower. Master demand notes may permit daily fluctuations in the interest rate
and daily changes in the amounts borrowed. A Fund has the right to increase the
amount under the note at any time up to the full amount provided by the note
agreement, or to decrease the amount. The borrower may repay up to the full
amount of the note without penalty. Notes purchased by a Fund permit the Fund to
demand payment of principal and accrued interest at any time (on not more than
seven days' notice). Notes acquired by a Fund may have maturities of more than
one year, provided that (1) the Fund is entitled to payment of principal and
accrued interest upon not more than seven days' notice, and (2) the rate of
interest on such notes is adjusted automatically at periodic intervals, which
normally will not exceed 31 days, but may extend up to one year. The notes are
deemed to have a maturity equal to the longer of the period remaining to the
next interest rate adjustment or the demand notice period. Because these types
of notes are direct lending arrangements between the lender and borrower, such
instruments are not normally traded and there is no secondary market for these
notes, although they are redeemable and thus repayable by the borrower at face
value plus accrued interest at any time. Accordingly, a Fund's right to redeem
is dependent on the ability of the borrower to pay principal and interest on
demand. In connection with master demand note arrangements, a Fund's Adviser
considers, under standards established by the Board of Trustees, earning power,
cash flow and other liquidity ratios of the borrower and will monitor the
ability of the borrower to pay principal and interest on demand. These notes are
not typically rated by credit rating agencies. Unless rated, a Fund may invest
in them only if at the time of an investment the issuer meets the criteria
established for commercial paper discussed in this statement of additional
information (which limits such investments to commercial paper rated A-1 by S&P,
Prime-1 by Moody's or F-1 by Fitch Investors Service, L.P.).
Obligations of Foreign Branches of United States Banks
The obligations of foreign branches of U.S. banks may be general
obligations of the parent bank in addition to the issuing branch, or may be
limited by the terms of a specific obligation and by government regulation.
Payment of interest and principal upon these obligations may also be affected by
governmental action in the country of domicile of the branch (generally referred
to as sovereign risk). In addition, evidences of ownership of such securities
may be held outside the U.S. and the Funds may be subject to the risks
associated with the holding of such property overseas. Examples of governmental
actions would be the imposition of currency controls, interest limitations,
withholding taxes, seizure of assets or the declaration of a moratorium. Various
provisions of federal law governing domestic branches do not apply to foreign
branches of domestic banks.
Obligations of United States Branches of Foreign Banks
Obligations of U.S. branches of foreign banks may be general
obligations of the parent bank in addition to the issuing branch, or may be
limited by the terms of a specific obligation and by federal and state
regulation as well as by governmental action in the country in which the foreign
bank has its head office. In addition, there may be less publicly available
information about a U.S. branch of a foreign bank than about a domestic bank.
Payment-in-kind Securities
Payment-in-kind ("PIK") securities pay interest in either cash or
additional securities, at the issuer's option, for a specified period. The
issuer's option to pay in additional securities typically ranges from one to six
years, compared to an average maturity for all PIK securities of eleven years.
Call protection and sinking fund features are comparable to those offered on
traditional debt issues.
PIKs, like zero coupon bonds, are designed to give an issuer
flexibility in managing cash flow. Several PIKs are senior debt. In other cases,
where PIKs are subordinated, most senior lenders view them as equity
equivalents.
An advantage of PIKs for the issuer -- as with zero coupon securities
- -- is that interest payments are automatically compounded (reinvested) at the
stated coupon rate, which is not the case with cash-paying securities. However,
PIKs are gaining popularity over zeros since interest payments in additional
securities can be monetized and are more tangible than accretion of a discount.
As a group, PIK bonds trade flat (i.e., without accrued interest).
Their price is expected to reflect an amount representing accredit interest
since the last payment. PIKs generally trade at higher yields than comparable
cash-paying securities of the same issuer. Their premium yield is the result of
the lesser desirability of non-cash interest, the more limited audience for
non-cash paying securities, and the fact that many PIKs have been issued to
equity investors who do not normally own or hold such securities.
Calculating the true yield on a PIK security requires a discounted cash
flow analysis if the security (ex interest) is trading at a premium or a
discount because the realizable value of additional payments is equal to the
current market value of the underlying security, not par.
Regardless of whether PIK securities are senior or deeply subordinated,
issuers are highly motivated to retire them because they are usually their most
costly form of capital.
Repurchase Agreements
The Funds may enter into repurchase agreements with entities that are
registered U.S. government securities dealers, including member banks of the
Federal Reserve System having at least $1 billion in assets, primary dealers in
U.S. government securities or other financial institutions believed a Fund's
Adviser to be creditworthy. A repurchase agreement is an agreement by which a
person (e.g., a Fund) obtains a security and simultaneously commits to return
the security to the seller (a member bank of the Federal Reserve System or
recognized securities dealer) at an agreed upon price (including principal and
interest) on an agreed upon date within a number of days (usually not more than
seven) from the date of purchase. The resale price reflects the purchase price
plus an agreed upon market rate of interest which is unrelated to the coupon
rate or maturity of the underlying security. A repurchase agreement involves the
obligation of the seller to pay the agreed upon price, which obligation is in
effect secured by the value of the underlying security.
A Fund or its custodian will take possession of the securities subject
to repurchase agreements, and these securities will be marked to market daily.
To the extent that the original seller does not repurchase the securities from
the Fund, the Fund could receive less than the repurchase price on any sale of
such securities. In the event that such a defaulting seller filed for bankruptcy
or became insolvent, disposition of such securities by a Fund might be delayed
pending court action. The Funds believe that under the regular procedures
normally in effect for custody of a Fund's portfolio securities subject to
repurchase agreements, a court of competent jurisdiction would rule in favor of
the Fund and allow retention or disposition of such securities. The Fund will
only enter into repurchase agreements with banks and other recognized financial
institutions, such as broker-dealers, which are deemed by the Adviser to be
creditworthy pursuant to guidelines established by the Trustees.
Restricted and Illiquid Securities
Pursuant to Rule 144A under the Securities Act of 1933 ("Rule 144A"),
the Board of Trustees of the Trust determines the liquidity of certain
restricted securities. Rule 144A is a non-exclusive, safe-harbor for certain
secondary market transactions involving securities subject to restrictions on
resale under federal securities laws. Rule 144A provides an exemption from
registration for resales of otherwise restricted securities to qualified
institutional buyers. Rule 144A was expected to further enhance the liquidity of
the secondary market for securities eligible for sale under Rule 144A. In
determining the liquidity of certain restricted securities the Trustees
consider: (i) the frequency of trades and quotes for the security; (ii) the
number of dealers willing to purchase or sell the security and the number of
other potential buyers; (iii) dealer undertakings to make a market in the
security; and (iv) the nature of the security and the nature of the marketplace
trades.
Reverse Repurchase Agreements
Under a reverse repurchase agreement, the Fund would sell securities
and agree to repurchase them at a mutually agreed upon date and price. Reverse
repurchase agreements involve the risk that the market value of the securities
the Fund is obligated to repurchase may decline below the repurchase price.
U.S. Government Obligations
The types of U.S. government obligations in which the Funds may invest
generally include obligations that the U.S. government agencies or
instrumentalities issued or guaranteed.
These securities are backed by:
(1) the discretionary authority of the U.S. government to purchase
certain obligations of agencies or instrumentalities; or
(2) the credit of the agency or instrumentality issuing the
obligations. Examples of agencies and instrumentalities that may not always
receive financial support from the U.S. government are:
(i) Farm Credit System, including the National Bank for
Cooperatives, Farm Credit Banks and Banks for Cooperatives;
(ii) Farmers Home Administration;
(iii) Federal Home Loan Banks;
(iv) Federal Home Loan Mortgage Corporation;
(v) Federal National Mortgage Association;
(vi) Government National Mortgage Association; and
(vii) Student Loan Marketing Association
GNMA Securities
The Funds may invest in securities issued by the Government National
Mortgage Association ("GNMA"), a wholly-owned U.S. Government corporation, which
guarantees the timely payment of principal and interest, but not premiums paid
to purchase these instruments. The market value and interest yield of these
instruments can vary due to market interest rate fluctuations and early
prepayments of underlying mortgages. These securities represent ownership in a
pool of federally insured mortgage loans. GNMA certificates consist of
underlying mortgages with a maximum maturity of 30 years. However, due to
scheduled and unscheduled principal payments, GNMA certificates have a shorter
average maturity and, therefore, less principal volatility than a comparable
30-year bond. Since prepayment rates vary widely, it is not possible to
accurately predict the average maturity of a particular GNMA pool. The scheduled
monthly interest and principal payments relating to mortgages in the pool will
be "passed through" to investors. GNMA securities differ from conventional bonds
in that principal is paid back to the certificate holders over the life of the
loan rather than at maturity. As a result, there will be monthly scheduled
payments of principal and interest. In addition, there may be unscheduled
principal payments representing prepayments on the underlying mortgages.
Although GNMA certificates may offer yields higher than those available
from other types of U.S. Government securities, GNMA certificates may be less
effective than other types of securities as a means of "locking in" attractive
long-term rates because of the prepayment feature. For instance, when interest
rates decline, the value of a GNMA certificate likely will not rise as much as
comparable debt securities due to the prepayment feature. In addition, these
prepayments can cause the price of a GNMA certificate originally purchased at a
premium to decline in price compared to its par value, which may result in a
loss.
Mortgage-Backed or Asset-Backed Securities
The Funds may invest in mortgage-backed securities and asset-backed
securities. Two principal types of mortgage-backed securities are collateralized
mortgage obligations ("CMOs") and real estate mortgage investment conduits
("REMICs"). CMOs are securities collateralized by mortgages, mortgage
pass-throughs, mortgage pay-through bonds (bonds representing an interest in a
pool of mortgages where the cash flow generated from the mortgage collateral
pool is dedicated to bond repayment), and mortgage-backed bonds (general
obligations of the issuers payable out of the issuers' general funds and
additionally secured by a first lien on a pool of single family detached
properties). Many CMOs are issued with a number of classes or series which have
different maturities and are retired in sequence.
Investors purchasing CMOs in the shortest maturities receive or are
credited with their pro rata portion of the scheduled payments of interest and
principal on the underlying mortgages plus all unscheduled prepayments of
principal up to a predetermined portion of the total CMO obligation. Until that
portion of such CMO obligation is repaid, investors in the longer maturities
receive interest only. Accordingly, the CMOs in the longer maturity series are
less likely than other mortgage pass-throughs to be prepaid prior to their
stated maturity. Although some of the mortgages underlying CMOs may be supported
by various types of insurance, and some CMOs may be backed by GNMA certificates
or other mortgage pass-throughs issued or guaranteed by U.S. Government agencies
or instrumentalities, the CMOs themselves are not generally guaranteed.
REMICs, which were authorized under the Tax Reform Act of 1986, are
private entities formed for the purpose of holding a fixed pool of mortgages
secured by an interest in real property. REMICs are similar to CMOs in that they
issue multiple classes of securities.
In addition to mortgage-backed securities, the Funds may invest in
securities secured by other assets including company receivables, truck and auto
loans, leases, and credit card receivables. These issues may be traded
over-the-counter and typically have a short-intermediate maturity structure
depending on the pay down characteristics of the underlying financial assets
which are passed through to the security holder.
Credit card receivables are generally unsecured and the debtors are
entitled to the protection of a number of state and federal consumer credit
laws, many of which give such debtors the right to set off certain amounts owed
on the credit cards, thereby reducing the balance due. Most issuers of
asset-backed securities backed by automobile receivables permit the servicers of
such receivables to retain possession of the underlying obligations. If the
servicer were to sell these obligations to another party, there is a risk that
the purchaser would acquire an interest superior to that of the holders of the
rated asset-backed securities. In addition, because of the large number of
vehicles involved in a typical issuance and technical requirements under state
laws, the trustee for the holders of asset-backed securities backed by
automobile receivables may not have a proper security interest in all of the
obligations backing such receivables. Therefore, there is the possibility that
recoveries on repossessed collateral may not, in some cases, be available to
support payments on these securities.
In general, issues of asset-backed securities are structured to include
additional collateral and/or additional credit support to protect against the
risk that a portion of the collateral supporting the asset-backed securities may
default and/or may suffer from these defects. In evaluating the strength of
particular issues of asset-backed securities, the Adviser considers the
financial strength of the guarantor or other provider of credit support, the
type and extent of credit enhancement provided as well as the documentation and
structure of the issue itself and the credit support.
Variable or Floating Rate Instruments
The Funds may invest in variable or floating rate instruments which may
involve a demand feature and may include variable amount master demand notes
which may or may not be backed by bank letters of credit. Variable or floating
rate instruments bear interest at a rate which varies with changes in market
rates. The holder of an instrument with a demand feature may tender the
instrument back to the issuer at par prior to maturity. A variable amount master
demand note is issued pursuant to a written agreement between the issuer and the
holder, its amount may be increased by the holder or decreased by the holder or
issuer, it is payable on demand, and the rate of interest varies based upon an
agreed formula. The quality of the underlying credit must, in the opinion of the
Adviser, be equivalent to the long-term bond or commercial paper ratings
applicable to permitted investments for each Fund. The Adviser will monitor, on
an ongoing basis, the earning power, cash flow, and liquidity ratios of the
issuers of such instruments and will similarly monitor the ability of an issuer
of a demand instrument to pay principal and interest on demand.
When-Issued, Delayed-Delivery and Forward Commitment Transactions
The Funds may purchase securities on a when-issued or delayed delivery
basis and may purchase or sell securities on a forward commitment basis. These
transactions involve the purchase of debt obligations with delivery and payment
normally take place within a month or more after the date of commitment to
purchase. The Funds will only make commitments to purchase obligations on a
when-issued basis with the intention of actually acquiring the securities, but
may sell them before the settlement date. The when-issued securities are subject
to market fluctuation, and no interest accrues on the security to the purchaser
during this period. The payment obligation and the interest rate that will be
received on the securities are each fixed at the time the purchaser enters into
the commitment.
Segregated accounts will be established with the custodian, and the
Funds will maintain liquid assets in an amount at least equal in value to a
Fund's commitments to purchase when-issued securities. If the value of these
assets declines, a Fund will place additional liquid assets in the account on a
daily basis so that the value of the assets in the account is equal to the
amount of such commitments.
Purchasing obligations on a when-issued basis is a form of leveraging
and can involve a risk that the yields available in the market when the delivery
takes place may actually be higher than those obtained in the transaction
itself. In that case there could be an unrealized loss at the time of delivery.
A Fund uses when-issued, delayed-delivery and forward commitment
transactions to secure what it considers to be an advantageous price and yield
at the time of purchase. When a Fund engages in whenissued, delayed-delivery and
forward commitment transactions, it relies on the buyer or seller, as the case
may be, to consummate the sale. If the buyer or seller fails to complete the
sale, then the Fund may miss the opportunity to obtain the security at a
favorable price or yield.
Typically, no income accrues on securities a Fund has committed to
purchase prior to the time delivery of the securities is made, although the Fund
may earn income on securities it has deposited in a segregated account. When
purchasing a security on a when-issued, delayed delivery, or forward commitment
basis, the Fund assumes the rights and risks of ownership of the security,
including the risk of price and yield fluctuations, and takes such fluctuations
into account when determining its net asset value. Because the Fund is not
required to pay for the security until the delivery date, these risks are in
addition to the risks associated with the Fund's other investments.
Zero Coupon "Stripped" Bonds
A zero coupon "stripped" bond represents ownership in serially maturing
interest payments or principal payments on specific underlying notes and bonds,
including coupons relating to such notes and bonds. The interest and principal
payments are direct obligations of the issuer. Coupon zero coupon bonds of any
series mature periodically from the date of issue of such series through the
maturity date of the securities related to such series. Principal zero coupon
bonds mature on the date specified therein, which is the final maturity date of
the related securities. Each zero coupon bond entitles the holder to receive a
single payment at maturity. There are no periodic interest payments on a zero
coupon bond. Zero coupon bonds are offered at discounts from their face amounts.
In general, owners of zero coupon bonds have substantially all the
rights and privileges of owners of the underlying coupon obligations or
principal obligations. Owners of zero coupon bonds have the right upon default
on the underlying coupon obligations or principal obligations to proceed
directly and individually against the issuer and are not required to act in
concert with other holders of zero coupon bonds.
For federal income tax purposes, a purchaser of principal zero coupon
bonds or coupon zero coupon bonds (either initially or in the secondary market)
is treated as if the buyer had purchased a corporate obligation issued on the
purchase date with an original issue discount equal to the excess of the amount
payable at maturity over the purchase price. The purchaser is required to take
into income each year as ordinary income an allocable portion of such discounts
determined on a "constant yield" method. Any such income increases the holder's
tax basis for the zero coupon bond, and any gain or loss on a sale of the zero
coupon bonds relative to the holder's basis, as so adjusted, is a capital gain
or loss. If the holder owns both principal zero coupon bonds and coupon zero
coupon bonds representing interest in the same underlying issue of securities, a
special basis allocation rule (requiring the aggregate basis to be allocated
among the items sold and retained based on their relative fair market value at
the time of sale) may apply to determine the gain or loss on a sale of any such
zero coupon bonds.
High Yield Bonds
Each Fund may invest in high yield, high risk bonds. While investment
in high yield bonds provides opportunities to maximize return over time,
investors should be aware of the following risks associated with high yield
bonds:
(1) High yield bonds are rated below investment grade, i.e., BB or
lower by Standard & Poor's Ratings Group ("S&P") or Ba or lower by Moody's
Investors Service ("Moody's"). Securities so rated are considered predominantly
speculative with respect to the ability of the issuer to meet principal and
interest payments.
(2) The lower ratings of these securities reflect a greater possibility
that adverse changes in the financial condition of the issuer or in general
economic conditions, or both, or an unanticipated rise in interest rates may
impair the ability of the issuer to make payments of interest and principal,
especially if the issuer is highly leveraged. Such issuer's ability to meet its
debt obligations may also be adversely affected by specific corporate
developments or the issuer's inability to meet specific projected business
forecasts or the unavailability of additional financing. Also, an economic
downturn or an increase in interest rates may increase the potential for default
by the issuers of these securities.
(3) Their value may be more susceptible to real or perceived adverse
economic, company or industry conditions and publicity than is the case for
higher quality securities.
(4) Their value, like those of other fixed income securities,
fluctuates in response to changes in interest rates, generally rising when
interest rates decline and falling when interest rates rise. For example, if
interest rates increase after a fixed income security is purchased, the
security, if sold prior to maturity, may return less than its cost. The prices
of below-investment grade bonds, however, are generally less sensitive to
interest rate changes than the prices of higher-rated bonds, but are more
sensitive to adverse or positive economic changes or individual corporate
developments.
(5) The secondary market for such securities may be less liquid at
certain times than the secondary market for higher quality debt securities,
which may adversely effect (1) the market price of the security, (2) the Fund's
ability to dispose of particular issues and (3) the Fund's ability to obtain
accurate market quotations for purposes of valuing its assets.
(6) Zero coupon bonds and PIKs involve additional special
considerations. For example, zero coupon bonds pay no interest to holders prior
to maturity of interest. PIKs are debt obligations that provide that the issuer
may, at its option, pay interest on such bonds in cash or in the form of
additional debt obligations. Such investments may experience greater fluctuation
in value due to changes in interest rates than debt obligations that pay
interest currently. Even though these investments do not pay current interest in
cash, the Fund is, nonetheless, required by tax laws to accrue interest income
on such investments and to distribute such amounts at least annually to
shareholders. Thus, the Fund could be required at times to liquidate investments
in order to fulfill its intention to distribute substantially all of its net
income as dividends. The Fund will not be able to purchase additional income
producing securities with cash used to make such distributions, and its current
income ultimately may be reduced as a result.
Each Fund, except for Evergreen Select Intermediate Tax Exempt Bond
Fund, may invest in securities rated as low as D by S&P or C- by Moody's. Such
securities may have defaulted on payments of principal and/or interest at the
time of investment. (Rating categories are described in the Appendix.) A Fund
will invest in debt so rated only when its investment adviser believes the
issuer's financial condition will improve through reorganization or other
measures. Evergreen Select Intermediate Tax Exempt Bond Fund may not invest in
securities rated below B by S&P or Moody's. Each Fund may also invest in high
yield, high risk securities which are unrated or rated under a different system
if a Fund's investment adviser believes they are comparable to high yield
securities in which each Fund may otherwise invest.
The investment adviser considers the ratings of S&P and Moody's
assigned to various securities, but does not rely solely on these ratings
because (1) S&P and Moody's assigned ratings are based largely on historical
financial data and may not accurately reflect the current financial outlook of
companies; and (2) there can be large differences among the current financial
conditions of issuers within the same category.
INVESTMENT RESTRICTIONS AND GUIDELINES
Fundamental Policies
Each Fund has adopted the fundamental investment restrictions set forth
below which may not be changed without the vote of a majority of the Fund's
outstanding shares, as defined in the 1940 Act. Unless otherwise stated, all
references to the assets of a Fund are in terms of current market value.
Diversification
Each Fund may not make any investment that is inconsistent with its
classification as a diversified investment company under the 1940 Act.
Concentration
Each Fund may not 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).
Issuing Senior Securities
Except as permitted under the 1940 Act, each Fund may not issue senior
securities.
Borrowing
Each Fund may not borrow money, except to the extent permitted by
applicable law.
Underwriting Securities Issued by Other Persons
Each Fund may not underwrite securities of other issuers, except
insofar as each Fund may be deemed to be an underwriter in connection with the
disposition of its portfolio securities.
Real Estate
Each Fund may not purchase or sell real estate, except that, to the
extent permitted by applicable law, each Fund may invest in (a) securities that
are directly or indirectly secured by real estate, or (b) securities issued by
companies that invest in real estate.
Commodities
Each Fund may not purchase or sell commodities or contracts on
commodities, except to the extent that each Fund may engage in financial futures
contacts 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.
Loans to Other Persons
Each Fund may not make loans to other persons, except that a Fund may
lend its portfolio securities in accordance with applicable law. The acquisition
of investment securities or other investment instruments shall not be deemed to
be the making of a loan. Each Fund does not consider the acquisition of
investment instruments in accordance with a Fund's prospectus and statement of
additional information to be the making of a loan.
Guidelines
Unlike the Fundamental Policies above, to the extent permitted by law,
the following guidelines may be changed by the Trust's Board of Trustees without
shareholder approval.
Diversification
To remain classified as a diversified investment company under the 1940
Act, each Fund must conform with the following: With respect to the 75% of its
total assets, a diversified investment company may not invest more than 5% of
its total assets, determined at market or other fair value at the time of
purchase, in the securities of any one issuer, or invest in more than 10% of the
outstanding voting securities of any one issuer, determined at the time of
purchase. These limitations do not apply to investments in securities issued or
guaranteed by the U.S. Government or its agencies or instrumentalities.
Borrowings
Each Fund may borrow from banks in an amount up to 33 1/3% of its total
assets, taken at market value. Each Fund may borrow only as a temporary measure
for extraordinary or emergency purposes such as the redemption of Fund shares.
Each Fund may not purchase securities while borrowings are outstanding except to
exercise prior commitments and to exercise subscription rights (as defined in
the 1940 Act) or enter into reverse repurchase agreements, in amounts up to 33
1/3 % of its total assets (including the amount borrowed). Each Fund may borrow
up to an additional 5% of its total assets for temporary purposes. Each Fund may
obtain such short-term credit as may be necessary for the clearance of purchases
and sales of portfolio securities. Each Fund may purchase securities on margin
and engage in short sales to the extent permitted by applicable law.
Illiquid securities
Each Fund may not invest more than 15% of its net assets in securities
that are Illiquid. A security is Illiquid when a fund may not dispose of it in
the ordinary course of business within seven days at approximately the value at
which each Fund has the investment on its books.
Investment in other investment companies
Each Fund may purchase the shares of other investment companies to the
extent permitted under the 1940 Act. Currently, each Fund may not (1) own more
than 3% of the outstanding voting stock of another investment company, (2)
invest more than 5% of its assets in any single investment company, and (3)
invest more than 10% of its assets in investment companies. However, each Fund
may invest all of its investable assets in securities of a single open-end
management investment company with substantially the same fundamental investment
objectives, policies and limitations as each Fund.
MANAGEMENT OF THE TRUST
Set forth below are the Trustees and officers of the Trust and their
principal occupations and some of their affiliations over the last five years.
Unless otherwise indicated, the address for each Trustee and officer is 200
Berkeley Street, Boston, Massachusetts, 02116. Each Trustee is also a Trustee of
each of the other Trusts in the Evergreen Fund complex, other than Evergreen
Variable Trust, of which Messrs.
Howell, Salton and Scofield are the only Trustees.
<TABLE>
<CAPTION>
<S> <C> <C>
Name Position with Trust Principal Occupations for Last Five Years
- ------------------------------- -------------------------- -------------------------------------------------------------
Laurence B. Ashkin Trustee Real estate developer and construction consultant;
(DOB: 2/2/28) and President of Centrum Equities and Centrum
Properties, Inc.
Charles A. Austin III Trustee Investment Counselor to Appleton Partners, Inc.;
(DOB: 10/23/34) and former Managing Director, Seaward
Management Corporation (investment advice).
K. Dun Gifford Trustee Trustee, Treasurer and Chairman of the Finance
(DOB: 10/12/38) Committee, Cambridge College; Chairman Emeritus
and Director, American Institute of Food and Wine;
Chairman and President, Oldways Preservation and
Exchange Trust (education); former Chairman of
the Board, Director, and Executive Vice President,
The London Harness Company; former Managing
Partner, Roscommon Capital Corp.; former Chief
Executive Officer, Gifford Gifts of Fine Foods;
former Chairman, Gifford, Drescher & Associates
(environmental consulting); and former Director,
Keystone Investments, Inc.
James S. Howell Chairman of the Former Chairman of the Distribution Foundation for
(DOB: 8/13/24) Board of Trustees the Carolinas; and former Vice President of Lance
Inc. (food manufacturing).
Leroy Keith, Jr. Trustee Chairman of the Board and Chief Executive Officer,
(DOB: 2/14/39) Carson Products Company; Director of Phoenix
Total Return Fund and Equifax, Inc.; Trustee of
Phoenix Series Fund, Phoenix Multi-Portfolio Fund,
and The Phoenix Big Edge Series Fund; and former
President, Morehouse College.
Gerald M. McDonnell Trustee Sales Representative with Nucor-Yamoto, Inc.
(DOB: 7/14/39) (steel producer).
Thomas L. McVerry Trustee Former Vice President and Director of Rexham
(DOB: 8/2/39) Corporation; and former Director of Carolina
Cooperative Federal Credit Union.
*William Walt Pettit Trustee Partner in the law firm of Holcomb and Pettit, P.A.
(DOB: 8/26/55)
David M. Richardson Trustee Vice Chair and former Executive Vice President,
(DOB: 9/14/41) DHR International, Inc. (executive recruitment);
former Senior Vice President, Boyden International
Inc. (executive recruitment); and Director,
Commerce and Industry Association of New
Jersey, 411 International, Inc., and J&M Cumming
Paper Co.
Russell A. Salton, III MD Trustee Medical Director, U.S. Health Care/Aetna Health
(DOB: 6/2/47) Services; and former Managed Health Care
Consultant; former President, Primary Physician
Care.
Michael S. Scofield Trustee Attorney, Law Offices of Michael S. Scofield.
(DOB: 2/20/43)
Richard J. Shima Trustee 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.
John J. Pileggi, 230 President and Senior Managing Director, Furman Selz LLC since
Park Avenue, Suite 910 Treasurer 1992; Managing Director from 1984 to 1992;
New York, New York Consultant to BISYS Fund Services since 1996.
George O. Martinez, Secretary Senior Vice President and Director of
3435 Stelzer Road Administration and Regulatory Services, BISYS
Columbus, Ohio Fund Services; Vice President/Assistant General
Counsel, Alliance Capital Management from 1988.
</TABLE>
*This Trustee may be considered an interested trustee within the meaning of the
1940 Act.
The officers of the Trust are all officers and/or employees of The
BISYS Group, Inc. ("BISYS"), except for Mr. Pileggi, who is a consultant to
BISYS.
Listed below is the estimated Trustee compensation for calendar year
1998.
<TABLE>
<CAPTION>
COMPENSATION TABLE
<S> <C> <C> <C> <C>
Pension Or Total
Retirement Compensation
Aggregate Benefits Accrued Estimated Annual From Registrant
Compensation As Part Of Fund Benefits Upon And Fund Complex
Name Of Person, From Registrant Expenses Retirement Paid To Directors
Position
Laurence B. $4,500 $0 $0 $75,000
Ashkin
Charles A.Austin $4,500 $0 $0 $75,000
K. Dun Gifford $4,250 $0 $0 $70,000
James S. Howell $5,000 $0 $0 $95,000
Leroy Keith Jr. $4,250 $0 $0 $70,000
Gerald M. $4,500 $0 $0 $75,000
McDonnell
Thomas L. $4,750 $0 $0 $86,000
McVerry
William Walt Petit $4,250 $0 $0 $70,000
David M. $4,500 $0 $0 $75,000
Richardson
Russell A. $4,250 $0 $0 $70,000
Salton,III
Michael S. $4,250 $0 $0 $70,000
Scofield
Richard J. Shima $4,250 $0 $0 $70,000
</TABLE>
INVESTMENT ADVISORY AND OTHER SERVICES
INVESTMENT ADVISER
The First Capital Group of FUNB is the investment adviser (the
"Adviser") to each Fund. FUNB is a subsidiary of First Union Corporation, a bank
holding company headquartered in Charlotte, North Carolina. First Union
Corporation and its subsidiaries provide a broad range of financial services to
individuals and businesses throughout the United States. First Union Corporation
and FUNB are located at 201 South College Street, Charlotte North Carolina 28288
Pursuant to the advisory agreement (the "Advisory Agreement") between
the Trust and the Adviser, and subject to the supervision of the Trust's Board
of Trustees, the Adviser furnishes to each Fund investment advisory, management
and administrative services, office facilities, and equipment in connection with
its services for managing the investment and reinvestment of each Fund's assets.
The Adviser pays for all of the expenses incurred in connection with the
provision of its services.
All charges and expenses, other than those specifically referred to as
being borne by the Adviser, including, but not limited to, (1) custodian charges
and expenses; (2) bookkeeping and independent auditors' charges and expenses;
(3) transfer agent charges and expenses; (4) fees and expenses of Independent
Trustees; (5) brokerage commissions, brokers' fees and expenses; (6) issue and
transfer taxes; (7) costs and expenses under the Distribution Plan; (8) taxes
and trust fees payable to governmental agencies; (9) the cost of share
certificates; (10) fees and expenses of the registration and qualification of
such Fund and its shares with the Securities and Exchange Commission or under
state or other securities laws; (11) expenses of preparing, printing and mailing
prospectuses, statements of additional information, notices, reports and proxy
materials to shareholders of such Fund; (12) expenses of shareholders' and
Trustees' meetings; (13) charges and expenses of legal counsel for such Fund and
for the Independent Trustees of the Trust on matters relating to such Fund; and
(14) charges and expenses of filing annual and other reports with the Securities
and Exchange Commission and other authorities; and all extraordinary charges and
expenses of such Fund.
Each Fund pays the Adviser a fee for its services, expressed as a
percentage of average net assets, as set forth below. In addition, the Adviser
has voluntarily agreed to reduce its advisory fee by 0.10%, resulting in the net
advisory fees that are also indicated in the table below.
<TABLE>
<CAPTION>
<S> <C> <C>
Fund Advisory Fee Net Advisory Fee
Evergreen Select Core Bond Fund 0.40% 0.30%
Evergreen Select Fixed Income Fund 0.50% 0.40%
Evergreen Select Income Plus Fund 0.50% 0.40%
Evergreen Select Intermediate Bond Fund 0.40% 0.30%
Evergreen Select Intermediate 0.60% 0.50%
Tax-Exempt Bond Fund
</TABLE>
Under the Advisory Agreement, any liability of the Adviser in
connection with rendering services thereunder is limited to situations involving
its willful misfeasance, bad faith, gross negligence or reckless disregard of
its duties.
The Advisory Agreement continues in effect for two years from its
effective date and, thereafter, from year to year only if approved at least
annually by the Board of Trustees of the Trust or by a vote of a majority of a
Fund's outstanding shares (as defined in the 1940 Act). In either case, the
terms of the Advisory Agreement and continuance thereof must be approved by the
vote of a majority of the Independent Trustees (Trustees who are not interested
persons of the Fund, as defined in the 1940 Act, and who have no direct or
indirect financial interest in the Fund's Distribution Plan or any agreement
related thereto) cast in person at a meeting called for the purpose of voting on
such approval. The Advisory Agreement may be terminated, without penalty, on 60
days' written notice by the Trust's Board of Trustees or by a vote of a majority
of outstanding shares. The Advisory Agreement will terminate automatically upon
its "assignment" as that term is defined in the 1940 Act.
DISTRIBUTOR
Evergreen Distributor, Inc. (The "Distributor") markets the Funds
through broker-dealers and other financial representatives. Its address is 125
55th Street, New York, NY 10019.
DISTRIBUTION PLAN
Rule 12b-1 under the 1940 Act permits investment mutual funds to use
their assets to pay for distributing their shares. However, to take advantage of
Rule 12b-1, the 1940 Act requires that mutual funds comply with various
conditions, including adopting a distribution plan. The Funds have adopted a
distribution plan for their Institutional Service Shares (the "Plan") that
permits a Fund to deduct up to 0.25% of the Institutional Service class' average
net assets to pay for shareholder services. The Board of Trustees, including a
majority of the Independent Trustees has approved the Plan.
The National Association of Securities Dealers, Inc. ("NASD") limits
the amount that a mutual fund may pay annually in distribution costs for sale of
its shares and shareholder service fees. The NASD limits annual expenditures to
1.00% of the aggregate average daily net asset value of its shares, of which
0.75% may be used to pay such distribution costs and 0.25% may be used to pay
shareholder service fees. The NASD also limits the aggregate amount that a Fund
may pay for such distribution costs to 6.25% of gross share sales since the
inception of the distribution plan, plus interest at the prime rate plus 1.00%
on such amounts remaining unpaid from time to time.
The Independent Trustees or a majority of the outstanding voting shares
of a Fund's Institutional Service Class may terminate the Plan.
A Fund cannot change the Plan in a way that materially increases the
distribution expenses of the Institutional Service Class without obtaining
shareholder approval. Otherwise, the Trustees may amend the Plan.
Management must report the amounts and purposes of expenditures under
the Plan to the Independent Trustees quarterly.
While the Institutional Service Distribution Plan is in effect, a Fund
will be required to commit the selection and nomination of candidates for
Independent Trustees to the discretion of the Independent Trustees.
The Independent Trustees of the Trust have determined that the Funds
will benefit from the Institutional Service shares distribution plan.
ADDITIONAL SERVICE PROVIDERS
Administrator
Evergreen Investment Services, Inc. ("EIS") serves as administrator to
each Fund, subject to the supervision and control of the Trust's Board of
Trustees. EIS provides the Funds with facilities, equipment and personnel and is
entitled to receive a fee based on the aggregate average daily net assets of the
Funds based on the total assets of all mutual funds advised by First Union
subsidiaries. EIS' fee is calculated in accordance with the following schedule:
0.60% on the first $7 billion; 0.0425% on the next $3 billion; 0.035% on the
next $5 billion; 0.025% on the next $10 billion; 0.019% on the next $5 billion
and 0.014% on assets in excess of $30 billion.
Transfer Agent
Evergreen Service Company ("ESC"), a subsidiary of First Union
Corporation, is the Funds' transfer agent. The transfer agent issues and redeems
shares, pays dividends and performs other duties in connection with the
maintenance of shareholder accounts. The transfer agent's address is 200
Berkeley Street, Boston, Massachusetts 02116.
Independent auditors
Price Waterhouse LLP audits the Funds' financial statements. The
auditor's address is 160 Federal Street, Boston, Massachusetts 02110.
Custodian
State Street Bank and Trust Company is the Funds' custodian. The bank
keeps custody of the Fund's securities and cash and performs other related
duties. The custodian's address is Box 9021, Boston, Massachusetts 02205-9827.
BROKERAGE ALLOCATION AND OTHER PRACTICES
SELECTION OF BROKERS
In effecting transactions in portfolio securities for the Funds, the
Adviser seeks the best execution of orders at the most favorable prices. The
Adviser determines whether a broker has provided a Fund with best execution and
price in the execution of a securities transaction by evaluating, among other
things, the broker's ability to execute large or potentially difficult
transactions, and the financial strength and stability of the broker.
BROKERAGE COMMISSIONS
The Funds expect to buy and sell their fixed-income securities through
principal transactions that is directly from the issuer or from an underwriter
or market maker for the securities. Generally, the Funds will not pay brokerage
commissions for such purchases. Usually, when a Fund buys a security from an
underwriter, the purchase price will include underwriting commission or
concession. The purchase price for securities bought from dealers serving as
market makers will similarly include the dealer's mark up or reflect a dealer's
mark down. When the Funds execute transactions in the over-the-counter market,
they will deal with primary market makers unless more favorable prices are
otherwise obtainable.
GENERAL BROKERAGE POLICIES
The Adviser makes investment decisions for a Fund independently from
those of its other clients. It may frequently develop, however, that the Adviser
will make the same investment decision for more than one client. Simultaneous
transactions are inevitable when the same security is suitable for the
investment objective of more than one account. When two or more of its clients
are engaged in the purchase or sale of the same security, the Adviser will
allocate the transactions according to a formula that is equitable to each of
its clients. Although, in some cases, this system could have a detrimental
effect on the price or volume of the Fund's securities, the Fund believes that
in other cases its ability to participate in volume transactions will produce
better executions. In order to take advantage of the availability of lower
purchase prices, each Fund may occasionally participate in group bidding for the
direct purchase from an issuer of certain securities.
The Board of Trustees periodically reviews each Fund's brokerage
policy. Because of the possibility of further regulatory developments affecting
the securities exchanges and brokerage practices generally, the Board of
Trustees may change, modify or eliminate any of the foregoing practices.
TRUST ORGANIZATION
FORM OF ORGANIZATION
The Trust was formed as a Delaware business trust on September 17, 1997
(the "Declaration of Trust"). A copy of the Declaration of Trust is on file as
an exhibit to the Trust's Registration Statement, of which this statement of
additional information is a part. This summary is qualified in its entirety by
reference to the Declaration of Trust.
DESCRIPTION OF SHARES
The Declaration of Trust authorizes the issuance of an unlimited number
of shares of beneficial interest of series and classes of shares. Each share of
a Fund represents an equal proportionate interest with each other share of that
series and/or class. Upon liquidation, shares are entitled to a pro rata share
of the Trust based on the relative net assets of each series and/or class.
Shareholders have no preemptive or conversion rights. Shares are redeemable and
transferable.
VOTING RIGHTS
Under the terms of the Declaration of Trust, the Trust is not required
to hold annual meetings. However, the Trust intends to hold meetings at least
annually. At meetings called for the initial election of Trustees or to consider
other matters, shares are entitled to one vote per share. Shares generally vote
together as one class on all matters. Classes of shares of a Fund have equal
voting rights. No amendment may be made to the Declaration of Trust that
adversely affects any class of shares without the approval of a majority of the
shares of that class. Shares have non-cumulative voting rights, which means that
the holders of more than 50% of the shares voting for the election of Trustees
can elect 100% of the Trustees to be elected at a meeting and, in such event,
the holders of the remaining 50% or less of the shares voting will not be able
to elect any Trustees.
After the initial meeting as described above, no further meetings of
shareholders for the purpose of electing Trustees will be held, unless required
by law, unless and until such time as less than a majority of the Trustees
holding office have been elected by shareholders, at which time, the Trustees
then in office will call a shareholders' meeting for the election of Trustees.
LIMITATION OF TRUSTEES' LIABILITY
The Declaration of Trust provides that a Trustee will not be liable for
errors of judgment or mistakes of fact or law, but nothing in the Declaration of
Trust protects a Trustee against any liability to which he would otherwise be
subject by reason of willful misfeasance, bad faith, gross negligence or
reckless disregard of his duties involved in the conduct of his office.
PURCHASE, REDEMPTION AND PRICING OF FUND SHARES
EXCHANGES
Investors may exchange shares of any Fund for shares of the same class
of any other Evergreen "Select" fund, as described under Exchanges in each
Fund's prospectus. Before you make an exchange, you should read the prospectus
of the "Select" fund into which you wish to exchange. The Trust reserves the
right to discontinue, alter or limit the exchange privilege at any time.
HOW THE FUNDS VALUE THEIR SHARES
How and When the Funds Calculate Their Net Asset Value Per Share ("NAV")
Each Fund computes its net asset value once daily on Monday through
Friday, as described in the Prospectus. A Fund will not compute its net asset
value on days on which there have been no purchases or sales of its shares.
Also, a Fund will not compute its NAV on the day the following legal holidays
are observed: New Year's Day, Martin Luther King, Jr. Day, Presidents' Day, Good
Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and
Christmas Day.
Each class of shares of a Fund calculates its net asset value per share
by adding up its investments and other assets, subtracting its liabilities and
then dividing the result by the number of shares outstanding.
How the Funds Value The Securities They Own
Current values for a Fund's portfolio securities are determined in the
following manner:
(1) securities that are traded on a national securities exchange or the
over-the-counter National Market System ("NMS") are valued on the basis of the
last sales price on the exchange where primarily traded or NMS prior to the time
of the valuation, provided that a sale has occurred;
(2) securities traded in the over-the-counter market, other than on NMS
are valued at the mean of the bid and asked prices at the time of valuation;
(3) short-term investments maturing in more than sixty days for which
market quotations are readily available, are valued at current market value;
(4) short-term investments maturing in sixty days or less (including
all master demand notes) are valued at amortized cost (original purchase cost as
adjusted for amortization of premium or accretion of discount), which, when
combined with accrued interest, approximates market;
(5) short-term investments maturing in more than sixty days when
purchased that are held on the sixtieth day prior to maturity are valued at
amortized cost (market value on the sixtieth day adjusted for amortization of
premium or accretion of discount), which, when combined with accrued interest,
approximates market; and
(6) securities, including restricted securities, for which complete
quotations are not readily available; listed securities or those on NMS if, in
the Fund's opinion, the last sales price does not reflect a current market value
or if no sale occurred; and other assets are valued at prices deemed in good
faith to be fair under procedures established by the Board of Trustees.
SHAREHOLDER SERVICES
As described in the prospectus, a shareholder may elect to receive
their dividends and capital gains distributions in cash instead of shares.
However, ESC will automatically convert a shareholder's distribution option so
that the shareholder reinvests all dividends and distributions in additional
shares when it learns that the postal or other delivery service is unable to
deliver checks or transaction confirmations to the shareholder's address of
record. The Fund will hold the returned distribution or redemption proceeds in a
non interest-bearing account in the shareholder's name until the shareholder
updates their address. Therefore, no interest will accrue on amounts represented
by uncashed distribution or redemption checks
PRINCIPAL UNDERWRITER
The Distributor is the principal underwriter for the Trust and with
respect to each class of each Fund. The Trust has entered into a Principal
Underwriting Agreement ( "Underwriting Agreement") with the Distributor with
respect to each class of each Fund. The Distributor is a subsidiary of The BISYS
Group, Inc.
The Distributor, as agent, has agreed to use its best efforts to find
purchasers for the shares. The Distributor may retain and employ representatives
to promote distribution of the shares and may obtain orders from broker-dealers,
and others, acting as principals, for sales of shares to them. The Underwriting
Agreement provides that the Distributor will bear the expense of preparing,
printing, and distributing advertising and sales literature and prospectuses
used by it.
All subscriptions and sales of shares by the Distributor are at the
public offering price of the shares, which is determined in accordance with the
provisions of the Trust's Declaration of Trust, By-Laws, current prospectuses
and statement of additional information. All orders are subject to acceptance by
the respective Fund and each Fund reserves the right, in its sole discretion, to
reject any order received. Under the Underwriting Agreement, the Fund is not
liable to anyone for failure to accept any order.
The Distributor has agreed that it will, in all respects, duly conform
with all state and federal laws applicable to the sale of the shares. The
Distributor has also agreed that it will indemnify and hold harmless the Trust
and each person who has been, is, or may be a Trustee or officer of the Trust
against expenses reasonably incurred by any of them in connection with any
claim, action, suit, or proceeding to which any of them may be a party that
arises out of or is alleged to arise out of any misrepresentation or omission to
state a material fact on the part of the Distributor or any other person for
whose acts the Distributor is responsible or is alleged to be responsible,
unless such misrepresentation or omission was made in reliance upon written
information furnished by the Trust.
The Underwriting Agreement provides that it will remain in effect as
long as its terms and continuance are approved annually (i) by a vote of a
majority of the Trust's Independent Trustees, and (ii) by vote of a majority of
the Trust's Trustees, in each case, cast in person at a meeting called for that
purpose.
The Underwriting Agreement may be terminated, without penalty, on 60
days' written notice by the Board of Trustees or by a vote of a majority of
outstanding shares subject to such agreement. The Underwriting Agreement will
terminate automatically upon its "assignment," as that term is defined in the
1940 Act.
From time to time, if, in the Distributor's judgment, it could benefit
the sales of shares, the Distributor may provide to selected broker-dealers
promotional materials and selling aids, including, but not limited to, personal
computers, related software, and data files.
CALCULATION OF PERFORMANCE DATA
Total return quotations for a class of shares of a Fund as they may
appear from time to time in advertisements are calculated by finding the average
annual compounded rates of return over one, five and ten year periods, or the
time periods for which such class of shares has been effective, whichever is
relevant, on a hypothetical $1,000 investment that would equate the initial
amount invested in the class to the ending redeemable value. To the initial
investment all dividends and distributions are added, and all recurring fees
charged to all shareholder accounts are deducted. The ending redeemable value
assumes a complete redemption at the end of the relevant periods.
Current yield quotations as they may appear, from time to time, in
advertisements will consist of a quotation based on a 30-day period ended on the
date of the most recent balance sheet of a Fund, computed by dividing the net
investment income per share earned during the period by the maximum offering
price per share on the last day of the base period.
Any given yield or total return quotation should not be considered
representative of a Fund's yield or total return for any future period.
ADDITIONAL INFORMATION
Except as otherwise stated in its prospectus or required by law, a Fund
reserves the right to change the terms of the offer stated in its prospectus
without shareholder approval, including the right to impose or change fees for
services provided.
No dealer, salesman or other person is authorized to give any
information or to make any representation not contained in a Fund's prospectus,
statement of additional information or in supplemental sales literature issued
by such Fund or the Distributor, and no person is entitled to rely on any
information or representation not contained therein.
Each Fund's prospectus and SAI omit certain information contained in
its registration statement, which you may obtain for a fee from the SEC in
Washington, D.C.
FINANCIAL STATEMENTS
The audited statements of assets and liabilities and the report thereon
of Price Waterhouse LLP for each Fund will be filed by amendment.
- --------------------------------------------------------------------------------
APPENDIX A
- --------------------------------------------------------------------------------
CORPORATE BOND RATINGS
S&P Corporate Bond Ratings
A. Corporate Bond Ratings
An S&P corporate bond rating is a current assessment of the
creditworthiness of an obligor, including obligors outside the U.S., with
respect to a specific obligation. This assessment may take into consideration
obligors such as guarantors, insurers or lessees. Ratings of foreign obligors do
not take into account currency exchange and related uncertainties. The ratings
are based on current information furnished by the issuer or obtained by S&P from
other sources it considers reliable.
The ratings are based, in varying degrees, on the following
considerations:
a. Likelihood of default and capacity and willingness of the obligor as
to the timely payment of interest and repayment of principal in accordance with
the terms of the obligation;
b. Nature of and provisions of the obligation; and
c. Protection afforded by and relative position of the obligation in
the event of bankruptcy reorganization or other arrangement under the laws of
bankruptcy and other laws affecting creditors' rights.
PLUS (+) OR MINUS (-): To provide more detailed indications of credit
quality, ratings from "AA" to "BBB" may be modified by the addition of a plus or
minus sign to show relative standing within the major rating categories.
A provisional rating is sometimes used by S&P. It assumes the
successful completion of the project being financed by the debt being rated and
indicates that payment of debt service requirements is largely or entirely
dependent upon the successful and timely completion of the project. This rating,
however, while addressing credit quality subsequent to completion of the
project, makes no comment on the likelihood of, or the risk of default upon
failure of, such completion.
B. Bond ratings are as follows:
a. AAA - Debt rated AAA has the highest rating assigned by S&P.
Capacity to pay interest and repay principal is extremely strong.
b. AA - Debt rated AA has a very strong capacity to pay interest and
repay principal and differs from the higher rated issues only in small degree.
3. A - Debt rated A has a strong capacity to pay interest and repay
principal although it is somewhat more susceptible to the adverse effects of
changes in circumstances and economic conditions than debt in higher rated
categories.
4. BBB - Debt rated BBB is regarded as having an adequate capacity to
pay interest and repay principal. Whereas it normally exhibits adequate
protection parameters, adverse economic conditions or changing circumstances are
more likely to lead to a weakened capacity to pay interest and repay principal
for debt in this category than in higher rated categories.
5. BB, B, CCC, CC and C - Debt rated BB, B, CCC, CC and C is regarded,
on balance, as predominantly speculative with respect to capacity to pay
interest and repay principal in accordance with the terms of the obligation. BB
indicates the lowest degree of speculation and C the highest degree of
speculation. While such debt will likely have some quality and protective
characteristics, these are outweighed by large uncertainties or major risk
exposures to adverse conditions.
C. Moody's Corporate Bond Ratings
Moody's ratings are as follows:
1. Aaa - Bonds which are rated Aaa are judged to be of the best
quality. They carry the smallest degree of investment risk and are generally
referred to as "gilt-edge." Interest payments are protected by a large or by an
exceptionally stable margin and principal is secure. While the various
protective elements are likely to change, such changes as can be visualized are
most unlikely to impair the fundamentally strong position of such issues.
2. Aa - Bonds which are rated Aa are judged to be of high quality by
all standards. Together with the Aaa group they comprise what are generally
known as high grade bonds. They are rated lower than the best bonds because
margins of protection may not be as large as in Aaa securities or fluctuation of
protective elements may be of greater amplitude or there may be other elements
present which make the long term risks appear somewhat larger than in Aaa
securities.
3. A - Bonds which are rated A possess many favorable investment
attributes and are to be considered as upper medium grade obligations. Factors
giving security to principal and interest are considered adequate but elements
may be present which suggest a susceptibility to impairment sometime in the
future.
4. Baa - Bonds which are rated Baa are considered as medium grade
obligations, i.e., they are neither highly protected nor poorly secured.
Interest payments and principal security appear adequate for the present but
certain protective elements may be lacking or may be characteristically
unreliable over any great length of time. Such bonds lack outstanding investment
characteristics and in fact have speculative characteristics as well.
5. Ba - Bonds which are rated Ba are judged to have speculative
elements. Their future cannot be considered as well assured. Often the
protection of interest and principal payments may be very moderate and thereby
not well safeguarded during both good and bad times over the future. Uncertainty
of position characterizes bonds in this class.
6. B - Bonds which are rated B generally lack characteristics of the
desirable investment. Assurance of interest and principal payments or of
maintenance of other terms of the contract over any long period of time may be
small.
7. Caa - Bonds which are rated Caa are of poor standing. Such issues
may be in default or there may be present elements of danger with respect to
principal or interest.
8. Ca - Bonds which are rated Ca represent obligations which are
speculative in a high degree. Such issues are often in default or have other
market shortcomings.
9. C - Bonds which are rated as C are the lowest rated class of bonds
and issues so rated can be regarded as having extremely poor prospects of ever
attaining any real investment standing.
Moody's applies numerical modifiers, 1, 2 and 3 in each generic rating
classification from Aa through Baa in its corporate bond rating system. The
modifier 1 indicates that the security ranks in the higher end of its generic
rating category; the modifier 2 indicates a mid-range ranking; and the modifier
3 indicates that the issue ranks in the lower end of its generic rating
category.
MONEY MARKET INSTRUMENTS
Money market securities are instruments with remaining maturities of
one year or less such as bank certificates of deposit, bankers' acceptances,
commercial paper (including variable rate master demand notes), and obligations
issued or guaranteed by the U.S. government, its agencies or instrumentalities,
some of which may be subject to repurchase agreements.
Commercial Paper
Commercial paper will consist of issues rated at the time of purchase
A-1, by Standard & Poor's Ratings Group (S&P), or Prime-1 by Moody's Investors
Service, Inc., (Moody's) or F-1 by Fitch Investors Services, L.P. (Fitch's); or,
if not rated, will be issued by companies which have an outstanding debt issue
rated at the time of purchase Aaa, Aa or A by Moody's, or AAA, AA or A by S&P,
or will be determined by a Fund's investment adviser to be of comparable
quality.
A. S&P Ratings
An S&P commercial paper rating is a current assessment of the
likelihood of timely payment of debt having an original maturity of no more than
365 days. Ratings are graded into four categories, ranging from "A" for the
highest quality obligations to "D" for the lowest. The top category is as
follows:
1. A: Issues assigned this highest rating are regarded as having the
greatest capacity for timely payment. Issues in this category are delineated
with the numbers 1, 2 and 3 to indicate the relative degree of safety.
2. A-1: This designation indicates that the degree of safety regarding
timely payment is either overwhelming or very strong. Those issues determined to
possess overwhelming safety characteristics are denoted with a plus (+) sign
designation.
B. Moody's Ratings
The term "commercial paper" as used by Moody's means promissory
obligations not having an original maturity in excess of nine months. Moody's
commercial paper ratings are opinions of the ability of issuers to repay
punctually promissory obligations not having an original maturity in excess of
nine months. Moody's employs the following designation, judged to be investment
grade, to indicate the relative repayment capacity of rated issuers.
1. The rating Prime-1 is the highest commercial paper rating assigned
by Moody's. Issuers rated Prime-1 (or related supporting institutions) are
deemed to have a superior capacity for repayment of short term promissory
obligations. Repayment capacity of Prime-1 issuers is normally evidenced by the
following characteristics:
1) leading market positions in well-established industries;
2) high rates of return on funds employed;
3) conservative capitalization structures with moderate reliance
on debt and ample asset protection;
4) broad margins in earnings coverage of fixed financial charges
and high internal cash generation; and
5) well established access to a range of financial markets and
assured sources of alternate liquidity.
In assigning ratings to issuers whose commercial paper obligations are
supported by the credit of another entity or entities, Moody's evaluates the
financial strength of the affiliated corporations, commercial banks, insurance
companies, foreign governments or other entities, but only as one factor in the
total rating assessment.
<PAGE>
EVERGREEN SELECT FIXED INCOME TRUST
200 Berkeley Street
Boston, Massachusetts 02116
(800) 633-2700
STATEMENT OF ADDITIONAL INFORMATION
NOVEMBER 17, 1997
EVERGREEN SELECT LIMITED DURATION FUND
(THE "FUND")
The Fund is a series of an open-end management investment company,
known as "Evergreen Select Fixed Income Trust" (the "Trust").
This statement of additional information ("SAI") provides additional
information about all classes of shares of the Fund. It is not a prospectus and
you should read it in conjunction with the Fund's prospectus dated November 17,
1997, as supplemented from time to time. You may obtain a copy of the prospectus
from Evergreen Distributor, Inc.
TABLE OF CONTENTS
INVESTMENT POLICIES............................................................3
Additional Information on Securities and Investment Practices.........3
Investment Restrictions and Guidelines...............................15
MANAGEMENT OF THE TRUST.......................................................17
INVESTMENT ADVISORY AND OTHER SERVICES........................................20
Investment Adviser...................................................20
Distributor..........................................................21
Distribution Plan....................................................21
Additional Service Providers.........................................22
BROKERAGE ALLOCATION AND OTHER PRACTICES......................................22
Selection of Brokers.................................................22
Brokerage Commissions................................................22
General Brokerage Policies...........................................23
TRUST ORGANIZATION............................................................23
Form of Organization.................................................23
Description of Shares................................................23
Voting Rights........................................................23
Limitation of Trustees' Liability....................................24
PURCHASE, REDEMPTION AND PRICING OF FUND SHARES...............................24
Exchanges............................................................24
How the Fund Values Shares...........................................24
Shareholder Services.................................................25
PRINCIPAL UNDERWRITER.........................................................25
CALCULATION OF PERFORMANCE DATA...............................................26
ADDITIONAL INFORMATION........................................................26
FINANCIAL STATEMENTS..........................................................27
APPENDIX . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .28
INVESTMENT POLICIES
The investment objectives of the Fund and a description of the
securities in which the Fund may invest is set forth in the Fund's prospectus.
The following expands upon the discussion in the prospectus regarding certain
investments of the Fund.
ADDITIONAL INFORMATION ON SECURITIES AND INVESTMENT PRACTICES
Derivatives
Derivatives are financial contracts whose value depends on, or is
derived from, the value of an underlying asset, reference rate or index. These
assets, rates, and indices may include bonds, stocks, mortgages, commodities,
interest rates, currency exchange rates, bond indices, and stock indices.
Derivatives may be standardized, exchange-traded contracts or customized,
privately negotiated contracts. Exchange-traded derivatives tend to be more
liquid and subject to less credit risk than those that are privately negotiated.
There are four principal types of derivative instruments -- options,
futures, forwards, and swaps -- from which virtually any type of derivative
transaction can be created. Debt instruments that incorporate one or more of
these building blocks for the purpose of determining the principal amount of
and/or rate of interest payable on the debt instruments are often referred to as
"structured securities." An example of this type of structured security is
indexed commercial paper. The term is also used to describe certain securities
issued in connection with the restructuring of certain foreign obligations. The
term "derivative" is also sometimes used to describe securities involving rights
to a portion of the cash flows from an underlying pool of mortgages or other
assets from which payments are passed through to the owner of, or that
collateralize, the securities.
The Fund can use derivatives to earn income, to enhance returns, to
hedge or adjust the risk profile of the portfolio, in place of more traditional
direct investments or to obtain exposure to otherwise inaccessible markets. The
fund's use derivatives for non-hedging purposes entails greater risks than if
the fund were to derivatives solely for hedging purposes.
Derivatives are a valuable tool which, when used properly, can provide
significant benefit to the Fund's shareholders. The Fund's Adviser (as
hereinafter defined) is not an aggressive user of derivatives with respect to
the Fund. However, the Fund may take positions in those derivatives that are
within its investment policies if, in the Adviser's judgment, this represents an
effective response to current or anticipated market conditions. the Adviser's
use of derivatives is subject to continuous risk assessment and control from the
standpoint of the Fund's investment objective and policies. While the judicious
use of derivatives by experienced investment managers, such as the Adviser, can
be beneficial, derivatives also involve risks different from, and, in certain
cases, greater than, the risks presented by more traditional investments.
Following is a general discussion of important risk factors and issues
concerning the use of derivatives that investors should understand before
investing in the Fund.
Market Risk -- This is the general risk attendant to all investments
that the value of a particular investment will decline or otherwise change in a
way detrimental to the Fund's interest.
Management Risk -- Derivative products are highly specialized
instruments that require investment techniques and risk analyses different from
those associated with stocks and bonds. The use of a derivative requires an
understanding not only of the underlying instrument, but also of the derivative
itself, without the benefit of observing the performance of the derivative under
all possible market conditions. Because derivatives are complex, the Fund and
the Adviser must (1) maintain controls to monitor the transactions entered into,
(2) assess the risk that a derivative adds to the Fund's portfolio and (3)
forecast price, interest rate or currency exchange rate movements correctly.
Credit Risk -- This is the risk that the Fund may lose money because
the other party to a derivative (usually called a "counter party") failed to
comply with the terms of the derivative contract. The credit risk for
exchange-traded derivatives is generally less than for privately negotiated
derivatives, since the clearing house, which is the issuer or counter party to
each exchange-traded derivative, guarantees performance. This guarantee is
supported by a daily payment system (i.e., margin requirements) operated by the
clearing house to reduce overall credit risk. For privately negotiated
derivatives, there is no similar clearing agency guarantee. Therefore, the Fund
considers the creditworthiness of each counter party to a privately negotiated
derivative in evaluating potential credit risk.
Liquidity Risk -- Liquidity risk exists is the possibility that the
Fund will have difficulty buying or selling a particular instrument. If a
derivative transaction is particularly large or if the relevant market is
illiquid (as is the case with many privately negotiated derivatives), the Fund
may not be able to initiate a transaction or liquidate a position at an
advantageous price.
Leverage Risk -- Since many derivatives have a leverage component,
adverse changes in the value or level of the underlying asset, rate or index can
result in a loss substantially greater than the amount invested in the
derivative itself. In the case of swaps, the risk of loss generally is related
to a notional principal amount, even if the parties have not made any initial
investment. Certain derivatives have the potential for unlimited loss,
regardless of the size of the initial investment.
Other Risks -- Other risks in using derivatives include the risk of
mispricing or improper valuation and the inability of derivatives to correlate
perfectly with underlying assets, rates, and indices. Many derivatives, in
particular privately negotiated derivatives, are complex and often valued
subjectively. Improper valuations can result in increased cash payment
requirements to counter parties or a loss of value to the Fund. Derivatives do
not always perfectly or even highly correlate or track the value of the assets,
rates or indices they are designed to closely track. Consequently, the Fund's
use of derivatives may not always be an effective means of, and sometimes could
be counterproductive to, furthering the Fund's investment objective.
Options Transactions
Writing Covered Options. The Fund may write (i.e., sell) covered call
and put options. By writing a call option, the Fund becomes obligated during the
term of the option to deliver the securities underlying the option upon payment
of the exercise price. Writing a put option obligates the Fund during the term
of the option to purchase the securities underlying the option at the exercise
price if the option buyer exercises the option. The Fund also may write
straddles (combinations of covered puts and calls on the same underlying
security).
The Fund may only write "covered" options. This means that while the
Fund is obligated as the writer of a call option it will own the underlying
securities subject to the option or, with call options on U.S. Treasury bills,
it might own similar U.S. Treasury bills. If the Fund has written options
against all of its securities that are available for writing options, the Fund
may be unable to write additional options unless it sells some of its portfolio
holdings to obtain new securities against which it can write options. If this
were to occur, higher portfolio turnover and correspondingly greater brokerage
commissions and other transaction costs may result. The Fund does not expect,
however, that this will occur. The Fund will be considered "covered" with
respect to a put option it writes if, while it is obligated as the writer of the
put option, it deposits and maintains with its custodian in a segregated account
liquid assets having a value equal to or greater than the exercise price of the
option.
The principal reason for writing call or put options is to obtain,
through a receipt of premiums, a greater current return than would be realized
on the underlying securities alone. The Fund receives a premium from writing a
call or put option, which it retains whether or not the option is exercised. By
writing a call option, the Fund might lose the potential for gain on the
underlying security while the optionis open, and, by writing a put option, the
Fund might become obligated to purchase the underlying security for more than
its current market price upon exercise.
Purchasing Options. The Fund may purchase put or call options,
including put or call options for offsetting previously written put or call
options of the same series. Once the Fund has written a covered option, it will
continue to hold the segregated securities or assets until it effects a closing
purchase transaction. If the Fund is unable to close the option position, it
must hold the segregated securities or assets until the option expires or is
exercised. An option position may be closed out only in a secondary market for
an option of the same series. Although the Fund generally writes only those
options for which there appears to be an active secondary market, there is no
assurance that a liquid secondary market will exist for any particular option at
any particular time, and, for some options, no secondary market may exist. In
such event, effecting a closing transaction for a particular option might not be
possible.
Options on some securities are relatively new, and predicting how much
trading interest there will be for such options is impossible. There can be no
assurance that viable markets will develop or continue. The failure of such
markets to develop or continue could significantly impair the Fund's ability to
use such options to achieve its investment objective.
Options Trading Markets. The Fund trades in options that are generally
listed on national securities exchanges, currently including the Chicago Board
Options Exchange and the New York, American, Pacific and Philadelphia Stock
Exchanges. Options on some securities are traded in the over-the-counter market,
and may not be listed on any exchange. Options traded in the over-the-counter
market involve a greater risk that the securities dealers participating in the
transactions could fail to meet their obligations to the Fund. Certain state
authorities may limit the use of options traded in the over-the-counter market.
The Fund will include the premiums it has paid for the purchase of
unlisted options and the value of securities used to cover options it has
written for purposes of calculating whether the Fund has complied with its
policies on illiquid securities.
Futures Transactions and Related Options Transactions
The Fund intends to enter into financial futures contracts as a hedge
against changes in prevailing levels of interest rates to seek relative
stability of principal and to establish more definitely the effective return on
securities held or intended to be acquired by the Fund or as a hedge against
changes in the prices of securities held by the Fund or to be acquired by the
Fund. The Fund's hedging may include sales of futures as an offset against the
effect of expected increases in interest rates or securities prices and
purchases of futures as an offset against the effect of expected declines in
interest rates.
For example, when the Fund anticipates a significant market or market
sector advance, it will purchase a stock index futures contract as a hedge
against not participating in such advance at a time when the Fund is not fully
invested. The purchase of a futures contract serves as a temporary substitute
for the purchase of individual securities which may then be purchased in an
orderly fashion. As such purchases are made, an equivalent amount of index based
futures contracts would be terminated by offsetting sales. In contrast, the Fund
would sell stock index futures contracts in anticipation of or in a general
market or market sector decline that may adversely affect the market value of
the Fund's portfolio. To the extent that the Fund's portfolio changes in value
in correlation with a given index, the sale of futures contracts on that index
would substantially reduce the risk to the portfolio of a market decline or
change in interest rates, and, by doing so, provide an alternative to the
liquidation of the Fund's securities positions and the resulting transaction
costs.
The Fund intends to engage in options transactions which are related to
financial futures contracts for hedging purposes and in connection with the
hedging strategies described above.
Although techniques other than sales and purchases of futures contracts
and related options transactions could be used to reduce the Fund's exposure to
interest rate and/or market fluctuations, the Fund may be able to hedge its
exposure more effectively and perhaps at a lower cost through using futures
contracts and related options transactions. While the Fund does not intend to
take delivery of the instruments underlying futures contracts it holds, the Fund
does not intend to engage in such futures contracts for speculation.
Futures Contracts. Futures contracts are transactions in the
commodities markets rather than in the securities markets. A futures contract
creates an obligation by the seller to deliver to the buyer the commodity
specified in the contract at a specified future time for a specified price. The
futures contract creates an obligation by the buyer to accept delivery from the
seller of the commodity specified at the specified future time for the specified
price. In contrast, a spot transaction creates an immediate obligation for the
seller to deliver and the buyer to accept delivery of and pay for an identified
commodity. In general, futures contracts involve transactions in fungible goods
such as wheat, coffee and soybeans. However, in the last decade an increasing
number of futures contracts have been developed which specify financial
instruments or financially based indexes as the underlying commodity.
U.S. futures contracts are traded only on national futures exchanges
and are standardized as to maturity date and underlying financial instrument.
The principal financial futures exchanges in the United States are The Board of
Trade of the City of Chicago, the Chicago Mercantile Exchange, the International
Monetary Market (a division of the Chicago Mercantile Exchange), the New York
Futures Exchange and the Kansas City Board of Trade. Each exchange guarantees
performance under contract provisions through a clearing corporation, a
nonprofit organization managed by the exchange membership, which is also
responsible for handling daily accounting of deposits or withdrawals of margin.
A futures commission merchant ("Broker") effects each transaction in connection
with futures contracts for a commission. Futures exchanges and trading are
regulated under the Commodity Exchange Act by the Commodity Futures Trading
Commission ("CFTC") and National Futures Association ("NFA").
Interest Rate Futures Contracts. The sale of an interest rate futures
contract creates an obligation by the Fund, as seller, to deliver the type of
financial instrument specified in the contract at a specified future time for a
specified price. The purchase of an interest rate futures contract creates an
obligation by the Fund, as purchaser, to accept delivery of the type of
financial instrument specified at a specified future time for a specified price.
The specific securities delivered or accepted, respectively, at settlement date,
are not determined until at or near that date. The determination is in
accordance with the rules of the exchange on which the futures contract sale or
purchase was made.
Currently, interest rate futures contracts can be purchased or sold on
90-day U.S. Treasury bills, U.S. Treasury bonds, U.S. Treasury notes with
maturities between 6 1/2 and 10 years, Government National Mortgage Association
(GNMA) certificates, 90-day domestic bank certificates of deposit, 90-day
commercial paper, and 90-day Eurodollar certificates of deposit. It is expected
that futures contracts trading in additional financial instruments will be
authorized. The standard contract size is $100,000 for futures contracts in U.S.
Treasury bonds, U.S. Treasury notes and GNMA certificates, and $1,000,000 for
the other designated contracts. While U.S. Treasury bonds, U.S. Treasury bills
and U.S. Treasury notes are backed by the full faith and credit of the U.S.
government and GNMA certificates are guaranteed by a U.S. government agency, the
futures contracts in U.S. government securities are not obligations of the U.S.
Treasury.
Index Based Futures Contracts, Other Than Stock Index Based. It is
expected that bond index and other financially based index futures contracts
will be developed in the future. It is anticipated that such index based futures
contracts will be structured in the same way as stock index futures contracts
but will be measured by changes in interest rates, related indexes or other
measures, such as the consumer price index. In the event that such futures
contracts are developed, the Fund will sell interest rate index and other index
based futures contracts to hedge against changes which are expected to affect
the Fund's portfolios.
The purchase or sale of a futures contract differs from the purchase or
sale of a security, in that no price or premium is paid or received. Instead, to
initiate trading an amount of cash, cash equivalents, money market instruments,
or U.S. Treasury bills equal to approximately 1 1/2% (up to 5%) of the contract
amount must be deposited by the Fund with the Broker. This amount is known as
initial margin. The nature of initial margin in futures transactions is
different from that of margin in security transactions. Futures contract margin
does not involve the borrowing of funds by the customer to finance the
transactions. Rather, the initial margin is in the nature of a performance bond
or good faith deposit on the contract which is returned to the Fund upon
termination of the futures contract assuming all contractual obligations have
been satisfied. The margin required for a particular futures contract is set by
the exchange on which the contract is traded and may be significantly modified
from time to time by the exchange during the term of the contract.
Subsequent payments, called variation margin, to the Broker and from
the Broker, are made on a daily basis as the value of the underlying instrument
or index fluctuates making the long and short positions in the futures contract
more or less valuable, a process known as mark-to-market. For example, when the
Fund has purchased a futures contract and the price of the underlying financial
instrument or index has risen, that position will have increased in value, and
the Fund will receive from the Broker a variation margin payment equal to that
increase in value. Conversely, where the Fund has purchased a futures contract
and the price of the underlying financial instrument or index has declined, the
position would be less valuable and the Fund would be required to make a
variation margin payment to the Broker. At any time prior to expiration of the
futures contract, the Fund may elect to close the position. A final
determination of variation margin is then made, additional cash is required to
be paid to or released by the Broker, and the Fund realizes a loss or gain.
The Trust intends to enter into arrangements with its custodian and
with Brokers to enable the initial margin of the Fund and any variation margin
to be held in a segregated account by its custodian on behalf of the Broker.
Although interest rate futures contracts by their terms call for actual
delivery or acceptance of financial instruments, and index based futures
contracts call for the delivery of cash equal to the difference between the
closing value of the index on the expiration date of the contract and the price
at which the futures contract is originally made, in most cases such futures
contracts are closed out before the settlement date without the making or taking
of delivery. Closing out a futures contract sale is effected by an offsetting
transaction in which the Fund enters into a futures contract purchase for the
same aggregate amount of the specific type of financial instrument or index and
same delivery date. If the price in the sale exceeds the price in the offsetting
purchase, the Fund is paid the difference and thus realizes a gain. If the
offsetting purchase price exceeds the sale price, the Fund pays the difference
and realizes a loss. Similarly, the closing out of a futures contract purchase
is effected by an offsetting transaction in which the Fund enters into a futures
contract sale. If the offsetting sale price exceeds the purchase price, the Fund
realizes a gain. If the purchase price exceeds the offsetting sale price the
Fund realizes a loss. The amount of the Fund's gain or loss on any transaction
is reduced or increased, respectively, by the amount of any transaction costs
incurred by the Fund.
As an example of an offsetting transaction, the contractual obligations
arising from the sale of one contract of September U.S. Treasury bills on an
exchange may be fulfilled at any time before delivery of the contract is
required (i.e. on a specified date in September, the "delivery month") by the
purchase of one contract of September U.S. Treasury bills on the same exchange.
In such instance the difference between the price at which the futures contract
was sold and the price paid for the offsetting purchase, after allowance for
transaction costs, represents the profit or loss to the Fund.
There can be no assurance, however, that the Fund will be able to enter
into an offsetting transaction with respect to a particular contract at a
particular time. If the Fund is not able to enter into an offsetting
transaction, the Fund will continue to be required to maintain the margin
deposits on the contract and to complete the contract according to its terms.
Options on Financial Futures. The Fund intends to purchase call and put
options on financial futures contracts and sell such options to terminate an
existing position. Options on futures are similar to options on stocks except
that an option on a futures contract gives the purchaser the right, in return
for the premium paid, to assume a position in a futures contract (a long
position if the option is a call and a short position if the option is a put)
rather than to purchase or sell stock at a specified exercise price at any time
during the period of the option. Upon exercise of the option, the delivery of
the futures position by the writer of the option to the holder of the option
will be accompanied by delivery of the accumulated balance in the writer's
futures margin account. This amount represents the amount by which the market
price of the futures contract at exercise exceeds, in the case of a call, or is
less than, in the case of a put, the exercise price of the option on the futures
contract. If an option is exercised the last trading day prior to the expiration
date of the option, the settlement will be made entirely in cash equal to the
difference between the exercise price of the option and value of the futures
contract.
The Fund intends to use options on financial futures contracts in
connection with hedging strategies. In the future the Fund may use such options
for other purposes.
Purchase of Put Options on Futures Contracts. The purchase of
protective put options on financial futures contracts is analogous to the
purchase of protective puts on individual stocks, where an absolute level of
protection is sought below which no additional economic loss would be incurred
by the Fund. Put options may be purchased to hedge a portfolio of stocks or debt
instruments or a position in the futures contract upon which the put option is
based.
Purchase of Call Options on Futures Contracts. The purchase of call
options on financial futures contracts represents a means of obtaining temporary
exposure to market appreciation at limited risk. It is analogous to the purchase
of a call option on an individual stock, which can be used as a substitute for a
position in the stock itself. Depending on the pricing of the option compared to
either the futures contract upon which it is based, or upon the price of the
underlying financial instrument or index itself, purchase of a call option may
be less risky than the ownership of the interest rate or index based futures
contract or the underlying securities. Call options on commodity futures
contracts may be purchased to hedge against an interest rate increase or a
market advance when the Fund is not fully invested.
Use of New Investment Techniques Involving Financial Futures Contracts
or Related Options. The Fund may employ new investment techniques involving
financial futures contracts and related options. The Fund intends to take
advantage of new techniques in these areas which may be developed from time to
time and which are consistent with the Fund's investment objective. The Trust
believes that no additional techniques have been identified for employment by
the Fund in the foreseeable future other than those described above.
Limitations on Purchase and Sale of Futures Contracts and Related
Options on Such Futures Contracts. The Fund will not enter into a futures
contract if, as a result thereof, more than 5% of the Fund's total assets (taken
at market value at the time of entering into the contract) would be committed to
margin deposits on such futures contracts, including any premiums paid for
options on futures.
The Fund intends that its futures contracts and related options
transactions will be entered into for traditional hedging purposes. That is,
futures contracts will be sold to protect against a decline in the price of
securities that the Fund owns, or futures contracts will be purchased to protect
the Fund against an increase in the price of securities it intends to purchase.
The Fund does not intend to enter into futures contracts for speculation.
In instances involving the purchase of futures contracts by the Fund,
an amount of cash and cash equivalents, equal to the market value of the futures
contracts will be deposited in a segregated account with the Trust's custodian
and/or in a margin account with a Broker to collateralize the position and
thereby insure that the use of such futures is unleveraged.
Risks of Futures Contracts. Financial futures contracts prices are
volatile and are influenced, among other things, by changes in stock prices,
market conditions, prevailing interest rates and anticipation of future stock
prices, market movements or interest rate changes, all of which in turn are
affected by economic conditions, such as government fiscal and monetary policies
and actions, and national and international political and economic events.
At best, the correlation between changes in prices of futures contracts
and of the securities being hedged can be only approximate. The degree of
imperfection of correlation depends upon circumstances, such as variations in
speculative market demand for futures contracts and for securities, including
technical influences in futures contracts trading; differences between the
securities being hedged and the financial instruments and indexes underlying the
standard futures contracts available for trading, in such respects as interest
rate levels, maturities and creditworthiness of issuers, or identities of
securities comprising the index and those in the Fund's portfolio. In addition,
futures contract transactions involve the remote risk that a party be unable to
fulfill its obligations and that the amount of the obligation will be beyond the
ability of the clearing broker to satisfy. A decision of whether, when and how
to hedge involves the exercise of skill and judgment, and even a well conceived
hedge may be unsuccessful to some degree because of market behavior or
unexpected interest rate trends.
Because of the low margin deposits required, futures trading involves
an extremely high degree of leverage. As a result, a relatively small price
movement in a futures contract may result in immediate and substantial loss, as
well as gain, to the investor. For example, if at the time of purchase, 10% of
the value of the futures contract is deposited as margin, a 10% decrease in the
value of the futures contract would result in a total loss of the margin
deposit, before any deduction for the transaction costs, if the account were
then closed out, and a 15% decrease would result in a loss equal to 150% of the
original margin deposit. Thus, a purchase or sale of a futures contract may
result in losses in excess of the amount invested in the futures contract.
However, the Fund would presumably have sustained comparable losses if, instead
of entering into the futures contract, it had invested in the underlying
financial instrument. Furthermore, in order to be certain that the Fund has
sufficient assets to satisfy its obligations under a futures contract, the Fund
will establish a segregated account in connection with its futures contracts
which will hold cash or cash equivalents equal in value to the current value of
the underlying instruments or indices less the margins on deposit.
Most U.S. futures exchanges limit the amount of fluctuation permitted
in futures contract prices during a single trading day. The daily limit
establishes the maximum amount that the price of a futures contract may vary
either up or down from the previous day's settlement price at the end of a
trading session. Once the daily limit has been reached in a particular type of
contract, no trades may be made on that day at a price beyond that limit. The
daily limit governs only price movement during a particular trading day and
therefore does not limit potential losses because the limit may prevent the
liquidation of unfavorable positions. Futures contract prices have occasionally
moved to the daily limit for several consecutive trading days with little or no
trading, thereby preventing prompt liquidation of futures positions and
subjecting some futures traders to substantial losses.
Risks of Options on Futures Contracts. In addition to the risks
described above for financial futures contracts, there are several special risks
relating to options on futures contracts. The ability to establish and close out
positions on such options will be subject to the development and maintenance of
a liquid secondary market. There is no assurance that a liquid secondary market
will exist for any particular contract or at any particular time. The Fund will
not purchase options on any futures contract unless and until it believes that
the market for such options has developed sufficiently that the risks in
connection with such options are not greater than the risks in connection with
the futures contracts. Compared to the use of futures contracts, the purchase of
options on such futures involves less potential risk to the Fund because the
maximum amount at risk is the premium paid for the options (plus transaction
costs). However, there may be circumstances when the use of an option on a
futures contract would result in a loss to the Fund, even though the use of a
futures contract would not, such as when there is no movement in the level of
the futures contract.
Loans of Securities
To generate income and offset expenses, the Fund may lend portfolio
securities to broker-dealers and other financial institutions. Loans of
securities by the Fund may not exceed 30% of the value of the Fund's total
assets. While securities are on loan, the borrower will pay the Fund any income
accruing on the security. The Fund may invest any collateral it receives in
additional portfolio securities, such as U.S. Treasury notes, certificates of
deposit, other high-grade, short-term obligations or interest bearing cash
equivalents. Gains or losses in the market value of a security lent will affect
the Fund and its shareholders.
When the Fund lends its securities, it will require the borrower to
give the Fund collateral in cash or government securities. The Fund will require
collateral in an amount equal to at least 100% of the current market value of
the securities lent, including accrued interest. The Fund has the right to call
a loan and obtain the securities lent any time on notice of not more than five
business days. The Fund may pay reasonable fees in connection with such loans.
Although voting rights attendant to securities lent pass to the
borrower, the Fund may call such loans at any time and may vote the securities
if it believes a material event affecting the investment is to occur. The Fund
may experience a delay in receiving additional collateral or in recovering the
securities lent or may even suffer a loss of rights in the collateral should the
borrower of the securities fail financially. The Fund may only make loans to
borrowers deemed to be of good standing, under standards approved by the Board
of Trustees, when the income to be earned from the loan justifies the attendant
risks.
Master Demand Notes
Master demand notes are unsecured obligations that permit the
investment of fluctuating amounts by the Fund at varying rates of interest
pursuant to direct arrangements between the Fund, as lender, and the issuer, as
borrower. Master demand notes may permit daily fluctuations in the interest rate
and daily changes in the amounts borrowed. The Fund has the right to increase
the amount under the note at any time up to the full amount provided by the note
agreement, or to decrease the amount. The borrower may repay up to the full
amount of the note without penalty. Notes purchased by the Fund permit the Fund
to demand payment of principal and accrued interest at any time (on not more
than seven days' notice). Notes acquired by the Fund may have maturities of more
than one year, provided that (1) the Fund is entitled to payment of principal
and accrued interest upon not more than seven days' notice, and (2) the rate of
interest on such notes is adjusted automatically at periodic intervals, which
normally will not exceed 31 days, but may extend up to one year. The notes are
deemed to have a maturity equal to the longer of the period remaining to the
next interest rate adjustment or the demand notice period. Because these types
of notes are direct lending arrangements between the lender and borrower, such
instruments are not normally traded and there is no secondary market for these
notes, although they are redeemable and thus repayable by the borrower at face
value plus accrued interest at any time. Accordingly, the Fund's right to redeem
is dependent on the ability of the borrower to pay principal and interest on
demand. In connection with master demand note arrangements, the Fund's Adviser
considers, under standards established by the Board of Trustees, earning power,
cash flow and other liquidity ratios of the borrower and will monitor the
ability of the borrower to pay principal and interest on demand. These notes are
not typically rated by credit rating agencies. Unless rated, the Fund may invest
in them only if at the time of an investment the issuer meets the criteria
established for commercial paper discussed in this statement of additional
information (which limits such investments to commercial paper rated A-1 by S&P,
Prime-1 by Moody's or F-1 by Fitch Investors Service, L.P.).
Obligations of Foreign Branches of United States Banks
The obligations of foreign branches of U.S. banks may be general
obligations of the parent bank in addition to the issuing branch, or may be
limited by the terms of a specific obligation and by government regulation.
Payment of interest and principal upon these obligations may also be affected by
governmental action in the country of domicile of the branch (generally referred
to as sovereign risk). In addition, evidences of ownership of such securities
may be held outside the U.S. and the Fund may be subject to the risks associated
with the holding of such property overseas. Examples of governmental actions
would be the imposition of currency controls, interest limitations, withholding
taxes, seizure of assets or the declaration of a moratorium. Various provisions
of federal law governing domestic branches do not apply to foreign branches of
domestic banks.
Obligations of United States Branches of Foreign Banks
Obligations of U.S. branches of foreign banks may be general
obligations of the parent bank in addition to the issuing branch, or may be
limited by the terms of a specific obligation and by federal and state
regulation as well as by governmental action in the country in which the foreign
bank has its head office. In addition, there may be less publicly available
information about a U.S. branch of a foreign bank than about a domestic bank.
Payment-in-kind Securities
Payment-in-kind ("PIK") securities pay interest in either cash or
additional securities, at the issuer's option, for a specified period. The
issuer's option to pay in additional securities typically ranges from one to six
years, compared to an average maturity for all PIK securities of eleven years.
Call protection and sinking fund features are comparable to those offered on
traditional debt issues.
PIKs, like zero coupon bonds, are designed to give an issuer
flexibility in managing cash flow. Several PIKs are senior debt. In other cases,
where PIKs are subordinated, most senior lenders view them as equity
equivalents.
An advantage of PIKs for the issuer -- as with zero coupon securities
- -- is that interest payments are automatically compounded (reinvested) at the
stated coupon rate, which is not the case with cash-paying securities. However,
PIKs are gaining popularity over zeros since interest payments in additional
securities can be monetized and are more tangible than accretion of a discount.
As a group, PIK bonds trade flat (i.e., without accrued interest).
Their price is expected to reflect an amount representing accreted interest
since the last payment. PIKs generally trade at higher yields than comparable
cash-paying securities of the same issuer. Their premium yield is the result of
the lesser desirability of non-cash interest, the more limited audience for
non-cash paying securities, and the fact that many PIKs have been issued to
equity investors who do not normally own or hold such securities.
Calculating the true yield on a PIK security requires a discounted cash
flow analysis if the security (ex interest) is trading at a premium or a
discount because the realizable value of additional payments is equal to the
current market value of the underlying security, not par.
Regardless of whether PIK securities are senior or deeply subordinated,
issuers are highly motivated to retire them because they are usually their most
costly form of capital.
Repurchase Agreements
The Fund may enter into repurchase agreements with entities that are
registered U.S. government securities dealers, including member banks of the
Federal Reserve System having at least $1 billion in assets, primary dealers in
U.S. government securities or other financial institutions believed the Fund's
Adviser to be creditworthy. A repurchase agreement is an agreement by which a
person (e.g., the Fund) obtains a security and simultaneously commits to return
the security to the seller (a member bank of the Federal Reserve System or
recognized securities dealer) at an agreed upon price (including principal and
interest) on an agreed upon date within a number of days (usually not more than
seven) from the date of purchase. The resale price reflects the purchase price
plus an agreed upon market rate of interest which is unrelated to the coupon
rate or maturity of the underlying security. A repurchase agreement involves the
obligation of the seller to pay the agreed upon price, which obligation is in
effect secured by the value of the underlying security.
The Fund or its custodian will take possession of the securities
subject to repurchase agreements, and these securities will be marked to market
daily. To the extent that the original seller does not repurchase the securities
from the Fund, the Fund could receive less than the repurchase price on any sale
of such securities. In the event that such a defaulting seller filed for
bankruptcy or became insolvent, disposition of such securities by the Fund might
be delayed pending court action. The Fund believes that under the regular
procedures normally in effect for custody of the Fund's portfolio securities
subject to repurchase agreements, a court of competent jurisdiction would rule
in favor of the Fund and allow retention or disposition of such securities. The
Fund will only enter into repurchase agreements with banks and other recognized
financial institutions, such as broker-dealers, which are deemed by the Adviser
to be creditworthy pursuant to guidelines established by the Trustees.
Restricted and Illiquid Securities
Pursuant to Rule 144A under the Securities Act of 1933 ("Rule 144A"),
the Board of Trustees of the Trust determines the liquidity of certain
restricted securities. Rule 144A is a non-exclusive, safe-harbor for certain
secondary market transactions involving securities subject to restrictions on
resale under federal securities laws. Rule 144A provides an exemption from
registration for resales of otherwise restricted securities to qualified
institutional buyers. Rule 144A was expected to further enhance the liquidity of
the secondary market for securities eligible for sale under Rule 144A. In
determining the liquidity of certain restricted securities the Trustees
consider: (i) the frequency of trades and quotes for the security; (ii) the
number of dealers willing to purchase or sell the security and the number of
other potential buyers; (iii) dealer undertakings to make a market in the
security; and (iv) the nature of the security and the nature of the marketplace
trades.
Reverse Repurchase Agreements
Under a reverse repurchase agreement, the Fund would sell securities
and agree to repurchase them at a mutually agreed upon date and price. Reverse
repurchase agreements involve the risk that the market value of the securities
the Fund is obligated to repurchase may decline below the repurchase price.
U.S. Government Obligations
The types of U.S. government obligations in which the Fund may invest
generally include obligations that the U.S. government agencies or
instrumentalities issued or guaranteed.
These securities are backed by:
(1) the discretionary authority of the U.S. government to purchase
certain obligations of agencies or instrumentalities; or
(2) the credit of the agency or instrumentality issuing the
obligations. Examples of agencies and instrumentalities that may not always
receive financial support from the U.S. government are:
(i) Farm Credit System, including the National Bank for Cooperatives,
Farm Credit Banks and Banks for Cooperatives;
(ii) Farmers Home Administration;
(iii) Federal Home Loan Banks;
(iv) Federal Home Loan Mortgage Corporation;
(v) Federal National Mortgage Association;
(vi) Government National Mortgage Association; and
(vii) Student Loan Marketing Association
GNMA Securities
The Fund may invest in securities issued by the Government National
Mortgage Association ("GNMA"), a wholly-owned U.S. Government corporation, which
guarantees the timely payment of principal and interest, but not premiums paid
to purchase these instruments. The market value and interest yield of these
instruments can vary due to market interest rate fluctuations and early
prepayments of underlying mortgages. These securities represent ownership in a
pool of federally insured mortgage loans. GNMA certificates consist of
underlying mortgages with a maximum maturity of 30 years. However, due to
scheduled and unscheduled principal payments, GNMA certificates have a shorter
average maturity and, therefore, less principal volatility than a comparable
30-year bond. Since prepayment rates vary widely, it is not possible to
accurately predict the average maturity of a particular GNMA pool. The scheduled
monthly interest and principal payments relating to mortgages in the pool will
be "passed through" to investors. GNMA securities differ from conventional bonds
in that principal is paid back to the certificate holders over the life of the
loan rather than at maturity. As a result, there will be monthly scheduled
payments of principal and interest. In addition, there may be unscheduled
principal payments representing prepayments on the underlying mortgages.
Although GNMA certificates may offer yields higher than those available
from other types of U.S. Government securities, GNMA certificates may be less
effective than other types of securities as a means of "locking in" attractive
long-term rates because of the prepayment feature. For instance, when interest
rates decline, the value of a GNMA certificate likely will not rise as much as
comparable debt securities due to the prepayment feature. In addition, these
prepayments can cause the price of a GNMA certificate originally purchased at a
premium to decline in price compared to its par value, which may result in a
loss.
Mortgage-Backed or Asset-Backed Securities
The Fund may invest in mortgage-backed securities and asset-backed
securities. Two principal types of mortgage-backed securities are collateralized
mortgage obligations ("CMOs") and real estate mortgage investment conduits
("REMICs"). CMOs are securities collateralized by mortgages, mortgage
pass-throughs, mortgage pay-through bonds (bonds representing an interest in a
pool of mortgages where the cash flow generated from the mortgage collateral
pool is dedicated to bond repayment), and mortgage-backed bonds (general
obligations of the issuers payable out of the issuers' general funds and
additionally secured by a first lien on a pool of single family detached
properties). Many CMOs are issued with a number of classes or series which have
different maturities and are retired in sequence.
Investors purchasing CMOs in the shortest maturities receive or are
credited with their pro rata portion of the scheduled payments of interest and
principal on the underlying mortgages plus all unscheduled prepayments of
principal up to a predetermined portion of the total CMO obligation. Until that
portion of such CMO obligation is repaid, investors in the longer maturities
receive interest only. Accordingly, the CMOs in the longer maturity series are
less likely than other mortgage pass-throughs to be prepaid prior to their
stated maturity. Although some of the mortgages underlying CMOs may be supported
by various types of insurance, and some CMOs may be backed by GNMA certificates
or other mortgage pass-throughs issued or guaranteed by U.S. Government agencies
or instrumentalities, the CMOs themselves are not generally guaranteed.
REMICs, which were authorized under the Tax Reform Act of 1986, are
private entities formed for the purpose of holding a fixed pool of mortgages
secured by an interest in real property. REMICs are similar to CMOs in that they
issue multiple classes of securities.
In addition to mortgage-backed securities, the Fund may invest in
securities secured by other assets including company receivables, truck and auto
loans, leases, and credit card receivables. These issues may be traded
over-the-counter and typically have a short-intermediate maturity structure
depending on the pay down characteristics of the underlying financial assets
which are passed through to the security holder.
Credit card receivables are generally unsecured and the debtors are
entitled to the protection of a number of state and federal consumer credit
laws, many of which give such debtors the right to set off certain amounts owed
on the credit cards, thereby reducing the balance due. Most issuers of
asset-backed securities backed by automobile receivables permit the servicers of
such receivables to retain possession of the underlying obligations. If the
servicer were to sell these obligations to another party, there is a risk that
the purchaser would acquire an interest superior to that of the holders of the
rated asset-backed securities. In addition, because of the large number of
vehicles involved in a typical issuance and technical requirements under state
laws, the trustee for the holders of asset-backed securities backed by
automobile receivables may not have a proper security interest in all of the
obligations backing such receivables. Therefore, there is the possibility that
recoveries on repossessed collateral may not, in some cases, be available to
support payments on these securities.
In general, issues of asset-backed securities are structured to include
additional collateral and/or additional credit support to protect against the
risk that a portion of the collateral supporting the asset-backed securities may
default and/or may suffer from these defects. In evaluating the strength of
particular issues of asset-backed securities, the Adviser considers the
financial strength of the guarantor or other provider of credit support, the
type and extent of credit enhancement provided as well as the documentation and
structure of the issue itself and the credit support.
Variable or Floating Rate Instruments
The Fund may invest in variable or floating rate instruments which may
involve a demand feature and may include variable amount master demand notes
which may or may not be backed by bank letters of credit. Variable or floating
rate instruments bear interest at a rate which varies with changes in market
rates. The holder of an instrument with a demand feature may tender the
instrument back to the issuer at par prior to maturity. A variable amount master
demand note is issued pursuant to a written agreement between the issuer and the
holder, its amount may be increased by the holder or decreased by the holder or
issuer, it is payable on demand, and the rate of interest varies based upon an
agreed formula. The quality of the underlying credit must, in the opinion of the
Adviser, be equivalent to the long-term bond or commercial paper ratings
applicable to permitted investments for the Fund. The Adviser will monitor, on
an ongoing basis, the earning power, cash flow, and liquidity ratios of the
issuers of such instruments and will similarly monitor the ability of an issuer
of a demand instrument to pay principal and interest on demand.
When-Issued, Delayed-Delivery and Forward Commitment Transactions
The Fund may purchase securities on a when-issued or delayed delivery
basis and may purchase or sell securities on a forward commitment basis. These
transactions involve the purchase of debt obligations with delivery and payment
normally take place within a month or more after the date of commitment to
purchase. The Fund will only make commitments to purchase obligations on a
when-issued basis with the intention of actually acquiring the securities, but
may sell them before the settlement date. The when-issued securities are subject
to market fluctuation, and no interest accrues on the security to the purchaser
during this period. The payment obligation and the interest rate that will be
received on the securities are each fixed at the time the purchaser enters into
the commitment.
Segregated accounts will be established with the custodian, and the
Fund will maintain liquid assets in an amount at least equal in value to the
Fund's commitments to purchase when-issued securities. If the value of these
assets declines, the Fund will place additional liquid assets in the account on
a daily basis so that the value of the assets in the account is equal to the
amount of such commitments.
Purchasing obligations on a when-issued basis is a form of leveraging
and can involve a risk that the yields available in the market when the delivery
takes place may actually be higher than those obtained in the transaction
itself. In that case there could be an unrealized loss at the time of delivery.
The Fund uses when-issued, delayed-delivery and forward commitment
transactions to secure what it considers to be an advantageous price and yield
at the time of purchase. When the Fund engages in when-issued, delayed-delivery
and forward commitment transactions, it relies on the buyer or seller, as the
case may be, to consummate the sale. If the buyer or seller fails to complete
the sale, then the Fund may miss the opportunity to obtain the security at a
favorable price or yield.
Typically, no income accrues on securities the Fund has committed to
purchase prior to the time delivery of the securities is made, although the Fund
may earn income on securities it has deposited in a segregated account. When
purchasing a security on a when-issued, delayed delivery, or forward commitment
basis, the Fund assumes the rights and risks of ownership of the security,
including the risk of price and yield fluctuations, and takes such fluctuations
into account when determining its net asset value. Because the Fund is not
required to pay for the security until the delivery date, these risks are in
addition to the risks associated with the Fund's other investments.
Zero Coupon "Stripped" Bonds
A zero coupon "stripped" bond represents ownership in serially maturing
interest payments or principal payments on specific underlying notes and bonds,
including coupons relating to such notes and bonds. The interest and principal
payments are direct obligations of the issuer. Coupon zero coupon bonds of any
series mature periodically from the date of issue of such series through the
maturity date of the securities related to such series. Principal zero coupon
bonds mature on the date specified therein, which is the final maturity date of
the related securities. Each zero coupon bond entitles the holder to receive a
single payment at maturity. There are no periodic interest payments on a zero
coupon bond. Zero coupon bonds are offered at discounts from their face amounts.
In general, owners of zero coupon bonds have substantially all the
rights and privileges of owners of the underlying coupon obligations or
principal obligations. Owners of zero coupon bonds have the right upon default
on the underlying coupon obligations or principal obligations to proceed
directly and individually against the issuer and are not required to act in
concert with other holders of zero coupon bonds.
For federal income tax purposes, a purchaser of principal zero coupon
bonds or coupon zero coupon bonds (either initially or in the secondary market)
is treated as if the buyer had purchased a corporate obligation issued on the
purchase date with an original issue discount equal to the excess of the amount
payable at maturity over the purchase price. The purchaser is required to take
into income each year as ordinary income an allocable portion of such discounts
determined on a "constant yield" method. Any such income increases the holder's
tax basis for the zero coupon bond, and any gain or loss on a sale of the zero
coupon bonds relative to the holder's basis, as so adjusted, is a capital gain
or loss. If the holder owns both principal zero coupon bonds and coupon zero
coupon bonds representing interest in the same underlying issue of securities, a
special basis allocation rule (requiring the aggregate basis to be allocated
among the items sold and retained based on their relative fair market value at
the time of sale) may apply to determine the gain or loss on a sale of any such
zero coupon bonds.
INVESTMENT RESTRICTIONS AND GUIDELINES
Fundamental Policies
The Fund has adopted the fundamental investment restrictions set forth
below which may not be changed without the vote of a majority of the Fund's
outstanding shares, as defined in the Investment Company Act of 1940 (the "1940
Act"). Unless otherwise stated, all references to the assets of the Fund are in
terms of current market value.
Diversification
The Fund may not make any investment that is inconsistent with its
classification as a diversified investment company under the 1940 Act.
Concentration
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).
Issuing Senior Securities
Except as permitted under the 1940 Act, the Fund may not issue senior
securities.
Borrowing
The Fund may not borrow money, except to the extent permitted by
applicable law.
Underwriting Securities Issued by Other Persons
The Fund may not underwrite securities of other issuers, except insofar
as the Fund may be deemed to be an underwriter in connection with the
disposition of its portfolio securities.
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 that
are directly or indirectly secured by real estate, or (b) securities issued by
companies that invest in real estate.
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
contacts 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.
Loans to Other Persons
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 securities or other investment instruments shall not be deemed to
be the making of a loan. The Fund does not consider the acquisition of
investment instruments in accordance with the Fund's prospectus and statement of
additional information to be the making of a loan.
Guidelines
Unlike the Fundamental Policies above, to the extent permitted by law,
the following guidelines may be changed by the Trust's Board of Trustees without
shareholder approval.
Diversification
To remain classified as a diversified investment company under the 1940
Act, the Fund must conform with the following: With respect to the 75% of its
total assets, a diversified investment company may not invest more than 5% of
its total assets, determined at market or other fair value at the time of
purchase, in the securities of any one issuer, or invest in more than 10% of the
outstanding voting securities of any one issuer, determined at the time of
purchase. These limitations do not apply to investments in securities issued or
guaranteed by the U.S. Government or its agencies or instrumentalities.
Borrowing
The Fund may borrow from banks in an amount up to 33 1/3% of its total
assets, taken at market value. The Fund may borrow only as a temporary measure
for extraordinary or emergency purposes such as the redemption of Fund shares.
The Fund may not purchase securities while borrows are outstanding except to
exercise prior commitments and to exercise subscription rights (as defined in
the 1940 Act) or enter into reverse repurchase agreements, in amounts up to 33
1/3 % of its total assets (including the amount borrowed). The Fund may borrow
up to an additional 5% of its total assets for temporary purposes. The Fund may
obtain such short-term credit as may be necessary for the clearance of purchases
and sales of portfolio securities. The Fund may purchase securities on margin
and engage in short sales to the extent permitted by applicable law.
Illiquid securities
The Fund may not invest more than 15% of its net assets in securities
that are Illiquid. A security is Illiquid when the Fund may not dispose of it in
the ordinary course of business within seven days at approximately the value at
which the Fund has the investment on its books.
Investment in other investment companies
The Fund may purchase the shares of other investment companies to the
extent permitted under the 1940 Act. Currently, the Fund may not (1) own more
than 3% of the outstanding voting stock of another investment company, (2)
invest more than 5% of its assets in any single investment company, and (3)
invest more than 10% of its assets in investment companies. However, the Fund
may invest all of its investable assets in securities of a single open-end
management investment company with substantially the same fundamental investment
objectives, policies and limitations as the Fund.
MANAGEMENT OF THE TRUST
Set forth below are the Trustees and officers of the Trust and their
principal occupations and some of their affiliations over the last five years.
Unless otherwise indicated, the address for each Trustee and officer is 200
Berkeley Street, Boston, Massachusetts, 02116. Each Trustee is also a Trustee of
each of the other Trusts in the Evergreen Fund complex, other than Evergreen
Variable Trust, of which Messrs. Howell, Salton and Scofield are the only
Trustees.
<TABLE>
<CAPTION>
<S> <C> <C>
Name Position with Trust Principal Occupations for Last Five Years
- ------------------------------ -------------------------- -------------------------------------------------------------
Laurence B. Ashkin Trustee Real estate developer and construction consultant;
and President of Centrum Equities and Centrum
(DOB: 2/2/28) Properties, Inc.
22731
17
<PAGE>
Name Position with Trust Principal Occupations for Last Five Years
- ------------------------------ -------------------------- -------------------------------------------------------------
Charles A. Austin III Trustee Investment Counselor to Appleton Partners, Inc.;
(DOB: 10/23/34) and former Managing Director, Seaward
Management Corporation (investment advice).
K. Dun Gifford Trustee Trustee, Treasurer and Chairman of the Finance
(DOB: 10/12/38) Committee, Cambridge College; Chairman Emeritus
and Director, American Institute of Food and Wine;
Chairman and President, Oldways Preservation and
Exchange Trust (education); former Chairman of
the Board, Director, and Executive Vice President,
The London Harness Company; former Managing
Partner, Roscommon Capital Corp.; former Chief
Executive Officer, Gifford Gifts of Fine Foods;
former Chairman, Gifford, Drescher & Associates
(environmental consulting); and former Director,
Keystone Investments, Inc.
James S. Howell Chairman of the Former Chairman of the Distribution Foundation for
(DOB: 8/13/24) Board of Trustees the Carolinas; and former Vice President of Lance
Inc. (food manufacturing).
Leroy Keith, Jr. Trustee Chairman of the Board and Chief Executive Officer,
(DOB: 2/14/39) Carson Products Company; Director of Phoenix
Total Return Fund and Equifax, Inc.; Trustee of
Phoenix Series Fund, Phoenix Multi-Portfolio Fund,
and The Phoenix Big Edge Series Fund; and former
President, Morehouse College.
Gerald M. McDonnell Trustee Sales Representative with Nucor-Yamoto, Inc.
(DOB: 7/14/39) (steel producer).
Thomas L. McVerry Trustee Former Vice President and Director of Rexham
(DOB: 8/2/39) Corporation; and former Director of Carolina
Cooperative Federal Credit Union.
*William Walt Pettit Trustee Partner in the law firm of Holcomb and Pettit, P.A.
(DOB: 8/26/55)
David M. Richardson Trustee Vice Chair and former Executive Vice President,
(DOB: 9/14/41) DHR International, Inc. (executive recruitment);
former Senior Vice President, Boyden International
Inc. (executive recruitment); and Director,
Commerce and Industry Association of New
Jersey, 411 International, Inc., and J&M Cumming
Paper Co.
Russell A. Salton, III Trustee Medical Director, U.S. Health Care/Aetna Health
MD (DOB: 6/2/47) Services; and former Managed Health Care
Consultant; former President, Primary Physician
Care.
Michael S. Scofield Trustee Attorney, Law Offices of Michael S. Scofield.
(DOB: 2/20/43)
Richard J. Shima Trustee 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.
John J. Pileggi, 230 President and Senior Managing Director, Furman Selz LLC since
Park Avenue, Suite Treasurer 1992; Managing Director from 1984 to 1992;
910 New York, New Consultant to BISYS Fund Services since 1996.
York
George O. Martinez, Secretary Senior Vice President and Director of
3435 Stelzer Road Administration and Regulatory Services, BISYS
Columbus, Ohio Fund Services; Vice President/Assistant General
Counsel, Alliance Capital Management from 1988.
</TABLE>
*This Trustee may be considered an interested trustee within the meaning of the
1940 Act.
The officers of the Trust are all officers and/or employees of The
BISYS Group, Inc. ("BISYS"), except for Mr. Pileggi, who is a consultant to
BISYS.
Listed below is the estimated Trustee compensation for calendar year
1998.
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
COMPENSATION TABLE
Pension Or Total
Retirement Compensation
Aggregate Benefits Accrued Estimated Annual From Registrant
Compensation As Part Of Fund Benefits Upon And Fund Complex
Name Of Person, From Registrant Expenses Retirement Paid To Directors
Position
Laurence B. $4,500 $0 $0 $75,000
Ashkin
Charles A.Austin $4,500 $0 $0 $75,000
K. Dun Gifford $4,250 $0 $0 $70,000
James S. Howell $5,000 $0 $0 $95,000
Leroy Keith Jr. $4,250 $0 $0 $70,000
Gerald M. $4,500 $0 $0 $75,000
McDonnell
Thomas L. $4,750 $0 $0 $86,000
McVerry
William Walt Petit $4,250 $0 $0 $70,000
David M. $4,500 $0 $0 $75,000
Richardson
Russell A. $4,250 $0 $0 $70,000
Salton,III
Michael S. $4,250 $0 $0 $70,000
Scofield
Richard J. Shima $4,250 $0 $0 $70,000
</TABLE>
INVESTMENT ADVISORY AND OTHER SERVICES
INVESTMENT ADVISER
The First Capital Group of FUNB is the investment adviser (the
"Adviser") to the Fund. FUNB is a subsidiary of First Union Corporation, a bank
holding company headquartered in Charlotte, North Carolina. First Union
Corporation and its subsidiaries provide a broad range of financial services to
individuals and businesses throughout the United States. First Union Corporation
and FUNB are located at 201 South College Street, Charlotte North Carolina 28288
Pursuant to the advisory agreement (the "Advisory Agreement") between
the Trust and the Adviser, and subject to the supervision of the Trust's Board
of Trustees, the Adviser furnishes to the Fund investment advisory, management
and administrative services, office facilities, and equipment 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 in connection with the
provision of its services.
All charges and expenses, other than those specifically referred to as
being borne by the Adviser, including, but not limited to, (1) custodian charges
and expenses; (2) bookkeeping and independent auditors' charges and expenses;
(3) transfer agent charges and expenses; (4) fees and expenses of Independent
Trustees; (5) brokerage commissions, brokers' fees and expenses; (6) issue and
transfer taxes; (7) costs and expenses under the Distribution Plan; (8) taxes
and trust fees payable to governmental agencies; (9) the cost of share
certificates; (10) fees and expenses of the registration and qualification of
such Fund and its shares with the Securities and Exchange Commission ("SEC") or
under state or other securities laws; (11) expenses of preparing, printing and
mailing prospectuses, statements of additional information, notices, reports and
proxy materials to shareholders of such Fund; (12) expenses of shareholders' and
Trustees' meetings; (13) charges and expenses of legal counsel for such Fund and
for the Independent Trustees of the Trust on matters relating to such Fund; and
(14) charges and expenses of filing annual and other reports with the SEC and
other authorities; and all extraordinary charges and expenses of such Fund.
The Fund pays the Adviser a fee for its services equal to 0.30% of
average net assets. The Adviser, however, has voluntarily agreed to reduce its
fee by 0.10%, resulting in a net advisory fee of 0.20%.
Under the Advisory Agreement, any liability of the Adviser in
connection with rendering services thereunder is limited to situations involving
its willful misfeasance, bad faith, gross negligence or reckless disregard of
its duties.
The Advisory Agreement continues in effect for two years from its
effective date and, thereafter, from year to year only if approved at least
annually by the Board of Trustees of the Trust or by a vote of a majority of the
Fund's outstanding shares (as defined in the 1940 Act). In either case, the
terms of the Advisory Agreement and continuance thereof must be approved by the
vote of a majority of the Independent Trustees (Trustees who are not interested
persons of the Fund, as defined in the 1940 Act, and who have no direct or
indirect financial interest in the Fund's Distribution Plan or any agreement
related thereto) cast in person at a meeting called for the purpose of voting on
such approval. The Advisory Agreement may be terminated, without penalty, on 60
days' written notice by the Trust's Board of Trustees or by a vote of a majority
of outstanding shares. The Advisory Agreement will terminate automatically upon
its "assignment" as that term is defined in the 1940 Act.
DISTRIBUTOR
Evergreen Distributor, Inc. (the "Distributor") markets the Fund
through broker-dealers and other financial representatives. Its address is 125
55th Street, New York, NY 10019.
DISTRIBUTION PLAN
Rule 12b-1 under the 1940 Act permits investment mutual funds to use
their assets to pay for distributing their shares. However, to take advantage of
Rule 12b-1, the 1940 Act requires that mutual funds comply with various
conditions, including adopting a distribution plan. The Fund has adopted a
distribution plan for its Institutional Service Shares (the "Plan") that permits
the Fund to deduct up to 0.25% of the Institutional Service class' average net
assets to pay for shareholder services. The Board of Trustees, including a
majority of the Independent Trustees has approved the Plan.
The National Association of Securities Dealers, Inc. ("NASD") limits
the amount that a mutual fund may pay annually in distribution costs for sale of
its shares and shareholder service fees. The NASD limits annual expenditures to
1.00% of the aggregate average daily net asset value of its shares, of which
0.75% may be used to pay such distribution costs and 0.25% may be used to pay
shareholder service fees. The NASD also limits the aggregate amount that the
Fund may pay for such distribution costs to 6.25% of gross share sales since the
inception of the distribution plan, plus interest at the prime rate plus 1.00%
on such amounts remaining unpaid from time to time.
The Independent Trustees or a majority of the outstanding voting shares
of the Fund's Institutional Service Class may terminate the Plan.
The Fund cannot change the Plan in a way that materially increases the
distribution expenses of the Institutional Service Class without obtaining
shareholder approval. Otherwise, the Trustees may amend the Plan.
Management must report the amounts and purposes of expenditures under
the Plan to the Independent Trustees quarterly.
While the Institutional Service Distribution Plan is in effect, the
Fund will be required to commit the selection and nomination of candidates for
Independent Trustees to the discretion of the Independent Trustees.
The Independent Trustees of the Trust have determined that the Fund
will benefit from the Institutional Service shares distribution plan.
ADDITIONAL SERVICE PROVIDERS
Administrator
Evergreen Investment Services, Inc. ("EIS") serves as administrator to
the Fund, subject to the supervision and control of the Trust's Board of
Trustees. EIS provides the Fund with facilities, equipment and personnel and is
entitled to receiive a fee based on the aggregate average daily net assets of
the Fund based on the total assets of all mutual funds advised by First Union
subsidiaries. EIS' fee is calculated in accordance with the following schedule:
0.60% on the first $7 billion; 0.0425% on the next $3 billion; 0.035% on the
next $5 billion; 0.025% on the next $10 billion; 0.019% on the next $5 billion
and 0.014% on assets in excess of $30 billion.
Transfer Agent
Evergreen Service Company ("ESC"), a subsidiary of First Union
Corporation, is the Fund's transfer agent. The transfer agent issues and redeems
shares, pays dividends and performs other duties in connection with the
maintenance of shareholder accounts. The transfer agent's address is 200
Berkeley Street, Boston, Massachusetts 02116.
Independent auditors
Price Waterhouse LLP audits the Fund's financial statement. The
auditor's address is 160 Federal Street, Boston, Massachusetts 02110.
Custodian
State Street Bank and Trust Company is the Fund's custodian. The bank
keeps custody of the Fund's securities and cash and performs other related
duties. The custodian's address is Box 9021, Boston, Massachusetts 02205-9827.
BROKERAGE ALLOCATION AND OTHER PRACTICES
SELECTION OF BROKERS
In effecting transactions in portfolio securities for the Fund, the
Adviser seeks the best execution of orders at the most favorable prices. The
Adviser determines whether a broker has provided the Fund with best execution
and price in the execution of a securities transaction by evaluating, among
other things, the broker's ability to execute large or potentially difficult
transactions, and the financial strength and stability of the broker.
BROKERAGE COMMISSIONS
The Fund expects to buy and sell its fixed-income securities through
principal transactions that is directly from the issuer or from an underwriter
or market maker for the securities. Generally, the Fund will not pay brokerage
commissions for such purchases. Usually, when the Fund buys a security from an
underwriter, the purchase price will include underwriting commission or
concession. The purchase price for securities bought from dealers serving as
market makers will similarly include the dealer's mark up or reflect a dealer's
mark down. When the Fund executes transactions in the over-the-counter market,
it will deal with primary market makers unless more favorable prices are
otherwise obtainable.
GENERAL BROKERAGE POLICIES
The Adviser makes investment decisions for the Fund independently from
those of its other clients. It may frequently develop, however, that the Adviser
will make the same investment decision for more than one client. Simultaneous
transactions are inevitable when the same security is suitable for the
investment objective of more than one account. When two or more of its clients
are engaged in the purchase or sale of the same security, the Adviser will
allocate the transactions according to a formula that is equitable to each of
its clients. Although, in some cases, this system could have a detrimental
effect on the price or volume of the Fund's securities, the Fund believes that
in other cases its ability to participate in volume transactions will produce
better executions. In order to take advantage of the availability of lower
purchase prices, the Fund may occasionally participate in group bidding for the
direct purchase from an issuer of certain securities.
The Board of Trustees periodically reviews the Fund's brokerage policy.
Because of the possibility of further regulatory developments affecting the
securities exchanges and brokerage practices generally, the Board of Trustees
may change, modify or eliminate any of the foregoing practices.
TRUST ORGANIZATION
FORM OF ORGANIZATION
The Trust was formed as a Delaware business trust on September 17, 1997
(the "Declaration of Trust"). A copy of the Declaration of Trust is on file as
an exhibit to the Trust's Registration Statement, of which this statement of
additional information is a part. This summary is qualified in its entirety by
reference to the Declaration of Trust.
DESCRIPTION OF SHARES
The Declaration of Trust authorizes the issuance of an unlimited number
of shares of beneficial interest of series and classes of shares. Each share of
the Fund represents an equal proportionate interest with each other share of
that series and/or class. Upon liquidation, shares are entitled to a pro rata
share of the Trust based on the relative net assets of each series and/or class.
Shareholders have no preemptive or conversion rights. Shares are redeemable and
transferable.
VOTING RIGHTS
Under the terms of the Declaration of Trust, the Trust is not required
to hold annual meetings. However, the Trust intends to hold meetings at least
annually. At meetings called for the initial election of Trustees or to consider
other matters, shares are entitled to one vote per share. Shares generally vote
together as one class on all matters. Classes of shares of the Fund have equal
voting rights. No amendment may be made to the Declaration of Trust that
adversely affects any class of shares without the approval of a majority of the
shares of that class. Shares have non-cumulative voting rights, which means that
the holders of more than 50% of the shares voting for the election of Trustees
can elect 100% of the Trustees to be elected at a meeting and, in such event,
the holders of the remaining 50% or less of the shares voting will not be able
to elect any Trustees.
After the initial meeting as described above, no further meetings of
shareholders for the purpose of electing Trustees will be held, unless required
by law, unless and until such time as less than a majority of the Trustees
holding office have been elected by shareholders, at which time, the Trustees
then in office will call a shareholders' meeting for the election of Trustees.
LIMITATION OF TRUSTEES' LIABILITY
The Declaration of Trust provides that a Trustee will not be liable for
errors of judgment or mistakes of fact or law, but nothing in the Declaration of
Trust protects a Trustee against any liability to which he would otherwise be
subject by reason of willful misfeasance, bad faith, gross negligence or
reckless disregard of his duties involved in the conduct of his office.
PURCHASE, REDEMPTION AND PRICING OF FUND SHARES
EXCHANGES
Investors may exchange shares of the Fund for shares of the same class
of any other Evergreen "Select" fund, as described under Exchanges in the Fund's
prospectus. Before you make an exchange, you should read the prospectus of the
"Select" fund into which you wish to exchange. The Trust reserves the right to
discontinue, alter or limit the exchange privilege at any time.
HOW THE FUND VALUES SHARES
How and When the Fund Calculates Its Net Asset Value Per Share ("NAV")
The Fund computes its net asset value once daily on Monday through
Friday, as described in the Prospectus. The Fund will not compute its net asset
value on days on which there have been no purchases or sales of its shares.
Also, the Fund will not compute its NAV on the day the following legal holidays
are observed: New Year's Day, Martin Luther King, Jr. Day, Presidents' Day, Good
Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and
Christmas Day.
Each class of shares of the Fund calculates its net asset value per
share by adding up its investments and other assets, subtracting its liabilities
and then dividing the result by the number of shares outstanding.
How the Fund Values Securities It Owns
Current values for the Fund's portfolio securities are determined in
the following manner:
(1) securities that are traded on a national securities exchange or the
over-the-counter National Market System ("NMS") are valued on the basis
of the last sales price on the exchange where primarily traded or NMS
prior to the time of the valuation, provided that a sale has occurred;
(2) securities traded in the over-the-counter market, other than on NMS
are valued at the mean of the bid and asked prices at the time of
valuation;
(3) short-term investments maturing in more than sixty days for which
market quotations are readily available, are valued at current market
value;
(4) short-term investments maturing in sixty days or less (including
all master demand notes) are valued at amortized cost (original
purchase cost as adjusted for amortization of premium or accretion of
discount), which, when combined with accrued interest, approximates
market;
(5) short-term investments maturing in more than sixty days when
purchased that are held on the sixtieth day prior to maturity are
valued at amortized cost (market value on the sixtieth day adjusted for
amortization of premium or accretion of discount), which, when combined
with accrued interest, approximates market; and
(6) securities, including restricted securities, for which complete
quotations are not readily available; listed securities or those on NMS
if, in the Fund's opinion, the last sales price does not reflect a
current market value or if no sale occurred; and other assets are
valued at prices deemed in good faith to be fair under procedures
established by the Board of Trustees.
SHAREHOLDER SERVICES
As described in the prospectus, a shareholder may elect to receive
their dividends and capital gains distributions in cash instead of shares.
However, ESC will automatically convert a shareholder's distribution option so
that the shareholder reinvests all dividends and distributions in additional
shares when it learns that the postal or other delivery service is unable to
deliver checks or transaction confirmations to the shareholder's address of
record. The Fund will hold the returned distribution or redemption proceeds in a
non interest-bearing account in the shareholder's name until the shareholder
updates their address. Therefore, no interest will accrue on amounts represented
by uncashed distribution or redemption checks
PRINCIPAL UNDERWRITER
The Distributor is the principal underwriter for the Trust and with
respect to each class of the Fund. The Trust has entered into a Principal
Underwriting Agreement ( "Underwriting Agreement") with the Distributor with
respect to each class of the Fund. The Distributor is a subsidiary of The BISYS
Group, Inc.
The Distributor, as agent, has agreed to use its best efforts to find
purchasers for the shares. The Distributor may retain and employ representatives
to promote distribution of the shares and may obtain orders from broker-dealers,
and others, acting as principals, for sales of shares to them. The Underwriting
Agreement provides that the Distributor will bear the expense of preparing,
printing, and distributing advertising and sales literature and prospectuses
used by it.
All subscriptions and sales of shares by the Distributor are at the
public offering price of the shares, which is determined in accordance with the
provisions of the Trust's Declaration of Trust, By-Laws, current prospectuses
and statement of additional information. All orders are subject to acceptance by
the respective Fund and the Fund reserves the right, in its sole discretion, to
reject any order received. Under the Underwriting Agreement, the Fund is not
liable to anyone for failure to accept any order.
The Distributor has agreed that it will, in all respects, duly conform
with all state and federal laws applicable to the sale of the shares. The
Distributor has also agreed that it will indemnify and hold harmless the Trust
and each person who has been, is, or may be a Trustee or officer of the Trust
against expenses reasonably incurred by any of them in connection with any
claim, action, suit, or proceeding to which any of them may be a party that
arises out of or is alleged to arise out of any misrepresentation or omission to
state a material fact on the part of the Distributor or any other person for
whose acts the Distributor is responsible or is alleged to be responsible,
unless such misrepresentation or omission was made in reliance upon written
information furnished by the Trust.
The Underwriting Agreement provides that it will remain in effect as
long as its terms and continuance are approved annually (i) by a vote of a
majority of the Trust's Independent Trustees, and (ii) by vote of a majority of
the Trust's Trustees, in each case, cast in person at a meeting called for that
purpose.
The Underwriting Agreement may be terminated, without penalty, on 60
days' written notice by the Board of Trustees or by a vote of a majority of
outstanding shares subject to such agreement. The Underwriting Agreement will
terminate automatically upon its "assignment," as that term is defined in the
1940 Act.
From time to time, if, in the Distributor's judgment, it could benefit
the sales of shares, the Distributor may provide to selected broker-dealers
promotional materials and selling aids, including, but not limited to, personal
computers, related software, and data files.
CALCULATION OF PERFORMANCE DATA
Total return quotations for a class of shares of the Fund as they may
appear from time to time in advertisements are calculated by finding the average
annual compounded rates of return over one, five and ten year periods, or the
time periods for which such class of shares has been effective, whichever is
relevant, on a hypothetical $1,000 investment that would equate the initial
amount invested in the class to the ending redeemable value. To the initial
investment all dividends and distributions are added, and all recurring fees
charged to all shareholder accounts are deducted. The ending redeemable value
assumes a complete redemption at the end of the relevant periods.
Current yield quotations as they may appear, from time to time, in
advertisements will consist of a quotation based on a 30-day period ended on the
date of the most recent balance sheet of the Fund, computed by dividing the net
investment income per share earned during the period by the maximum offering
price per share on the last day of the base period.
Any given yield or total return quotation should not be considered
representative of the Fund's yield or total return for any future period.
ADDITIONAL INFORMATION
Except as otherwise stated in its prospectus or required by law, the
Fund reserves the right to change the terms of the offer stated in its
prospectus without shareholder approval, including the right to impose or change
fees for services provided.
No dealer, salesman or other person is authorized to give any
information or to make any representation not contained in the Fund's
prospectus, statement of additional information or in supplemental sales
literature issued by such Fund or the Distributor, and no person is entitled to
rely on any information or representation not contained therein.
The Fund's prospectus and 0SAI omit certain information contained in
its registration statement, which may be obtained for a fee from the SEC in
Washington, D.C.
FINANCIAL STATEMENTS
The audited statement of assets and liabilities and the report thereon
of Price Waterhouse LLP for the Fund will be filed by amendment.
- --------------------------------------------------------------------------------
APPENDIX A
- --------------------------------------------------------------------------------
CORPORATE BOND RATINGS
S&P Corporate Bond Ratings
A. Corporate Bond Ratings
An S&P corporate bond rating is a current assessment of the
creditworthiness of an obligor, including obligors outside the U.S., with
respect to a specific obligation. This assessment may take into consideration
obligors such as guarantors, insurers or lessees. Ratings of foreign obligors do
not take into account currency exchange and related uncertainties. The ratings
are based on current information furnished by the issuer or obtained by S&P from
other sources it considers reliable.
The ratings are based, in varying degrees, on the following
considerations:
a. Likelihood of default and capacity and willingness of the obligor as
to the timely payment of interest and repayment of principal in accordance with
the terms of the obligation;
b. Nature of and provisions of the obligation; and
c. Protection afforded by and relative position of the obligation in
the event of bankruptcy reorganization or other arrangement under the laws of
bankruptcy and other laws affecting creditors' rights.
PLUS (+) OR MINUS (-): To provide more detailed indications of credit
quality, ratings from "AA" to "BBB" may be modified by the addition of a plus or
minus sign to show relative standing within the major rating categories.
A provisional rating is sometimes used by S&P. It assumes the
successful completion of the project being financed by the debt being rated and
indicates that payment of debt service requirements is largely or entirely
dependent upon the successful and timely completion of the project. This rating,
however, while addressing credit quality subsequent to completion of the
project, makes no comment on the likelihood of, or the risk of default upon
failure of, such completion.
B. Bond ratings are as follows:
a. AAA - Debt rated AAA has the highest rating assigned by S&P.
Capacity to pay interest and repay principal is extremely strong.
b. AA - Debt rated AA has a very strong capacity to pay interest and
repay principal and differs from the higher rated issues only in small degree.
3. A - Debt rated A has a strong capacity to pay interest and repay
principal although it is somewhat more susceptible to the adverse effects of
changes in circumstances and economic conditions than debt in higher rated
categories.
4. BBB - Debt rated BBB is regarded as having an adequate capacity to
pay interest and repay principal. Whereas it normally exhibits adequate
protection parameters, adverse economic conditions or changing circumstances are
more likely to lead to a weakened capacity to pay interest and repay principal
for debt in this category than in higher rated categories.
5. BB, B, CCC, CC and C - Debt rated BB, B, CCC, CC and C is regarded,
on balance, as predominantly speculative with respect to capacity to pay
interest and repay principal in accordance with the terms of the obligation. BB
indicates the lowest degree of speculation and C the highest degree of
speculation. While such debt will likely have some quality and protective
characteristics, these are outweighed by large uncertainties or major risk
exposures to adverse conditions.
C. Moody's Corporate Bond Ratings
Moody's ratings are as follows:
1. Aaa - Bonds which are rated Aaa are judged to be of the best
quality. They carry the smallest degree of investment risk and are generally
referred to as "gilt-edge." Interest payments are protected by a large or by an
exceptionally stable margin and principal is secure. While the various
protective elements are likely to change, such changes as can be visualized are
most unlikely to impair the fundamentally strong position of such issues.
2. Aa - Bonds which are rated Aa are judged to be of high quality by
all standards. Together with the Aaa group they comprise what are generally
known as high grade bonds. They are rated lower than the best bonds because
margins of protection may not be as large as in Aaa securities or fluctuation of
protective elements may be of greater amplitude or there may be other elements
present which make the long term risks appear somewhat larger than in Aaa
securities.
3. A - Bonds which are rated A possess many favorable investment
attributes and are to be considered as upper medium grade obligations. Factors
giving security to principal and interest are considered adequate but elements
may be present which suggest a susceptibility to impairment sometime in the
future.
4. Baa - Bonds which are rated Baa are considered as medium grade
obligations, i.e., they are neither highly protected nor poorly secured.
Interest payments and principal security appear adequate for the present but
certain protective elements may be lacking or may be characteristically
unreliable over any great length of time. Such bonds lack outstanding investment
characteristics and in fact have speculative characteristics as well.
5. Ba - Bonds which are rated Ba are judged to have speculative
elements. Their future cannot be considered as well assured. Often the
protection of interest and principal payments may be very moderate and thereby
not well safeguarded during both good and bad times over the future. Uncertainty
of position characterizes bonds in this class.
6. B - Bonds which are rated B generally lack characteristics of the
desirable investment. Assurance of interest and principal payments or of
maintenance of other terms of the contract over any long period of time may be
small.
Moody's applies numerical modifiers, 1, 2 and 3 in each generic rating
classification from Aa through Baa in its corporate bond rating system. The
modifier 1 indicates that the security ranks in the higher end of its generic
rating category; the modifier 2 indicates a mid-range ranking; and the modifier
3 indicates that the issue ranks in the lower end of its generic rating
category.
Those municipal bonds in the Aa, A, and Baa groups which Moody's
believes possess the strongest investment attributes are designated by the
symbols Aa 1, A 1, and Baa 1.
MONEY MARKET INSTRUMENTS
Money market securities are instruments with remaining maturities of
one year or less such as bank certificates of deposit, bankers' acceptances,
commercial paper (including variable rate master demand notes), and obligations
issued or guaranteed by the U.S. government, its agencies or instrumentalities,
some of which may be subject to repurchase agreements.
Commercial Paper
Commercial paper will consist of issues rated at the time of purchase
A-1, by Standard & Poor's Ratings Group (S&P), or Prime-1 by Moody's Investors
Service, Inc., (Moody's) or F-1 by Fitch Investors Services, L.P. (Fitch's); or,
if not rated, will be issued by companies which have an outstanding debt issue
rated at the time of purchase Aaa, Aa or A by Moody's, or AAA, AA or A by S&P,
or will be determined by the Fund's investment adviser to be of comparable
quality.
A. S&P Ratings
An S&P commercial paper rating is a current assessment of the
likelihood of timely payment of debt having an original maturity of no more than
365 days. Ratings are graded into four categories, ranging from "A" for the
highest quality obligations to "D" for the lowest. The top category is as
follows:
1. A: Issues assigned this highest rating are regarded as having the
greatest capacity for timely payment. Issues in this category are delineated
with the numbers 1, 2 and 3 to indicate the relative degree of safety.
2. A-1: This designation indicates that the degree of safety regarding
timely payment is either overwhelming or very strong. Those issues determined to
possess overwhelming safety characteristics are denoted with a plus (+) sign
designation.
B. Moody's Ratings
The term "commercial paper" as used by Moody's means promissory
obligations not having an original maturity in excess of nine months. Moody's
commercial paper ratings are opinions of the ability of issuers to repay
punctually promissory obligations not having an original maturity in excess of
nine months. Moody's employs the following designation, judged to be investment
grade, to indicate the relative repayment capacity of rated issuers.
1. The rating Prime-1 is the highest commercial paper rating assigned
by Moody's. Issuers rated Prime-1 (or related supporting institutions) are
deemed to have a superior capacity for repayment of short term promissory
obligations. Repayment capacity of Prime-1 issuers is normally evidenced by the
following characteristics:
1) leading market positions in well-established industries;
2) high rates of return on funds employed;
3) conservative capitalization structures with moderate reliance
on debt and ample asset protection;
4) broad margins in earnings coverage of fixed financial charges
and high internal cash generation; and
5) well established access to a range of financial markets and
assured sources of alternate liquidity.
In assigning ratings to issuers whose commercial paper obligations are
supported by the credit of another entity or entities, Moody's evaluates the
financial strength of the affiliated corporations, commercial banks, insurance
companies, foreign governments or other entities, but only as one factor in the
total rating assessment.
<PAGE>
EVERGREEN SELECT FIXED INCOME TRUST
PART C. OTHER INFORMATION
ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements
None
(b) Exhibits.
Unless otherwise indicated, each of the Exhibits listed below is filed
herewith.
<TABLE>
<CAPTION>
Exhibit
Number Description Location
- ------- ----------- -----------
<S> <C> <C>
1 Declaration of Trust
2 By-laws
3 Not applicable
4 Provisions of instruments defining the rights
of holders of the securities being registered
are contained in the Declaration of Trust
Articles II, V, VI, VIII, IX and By-laws
Articles II and VI included as part of
Exhibits 1 and 2 of this Registration
Statement
5 Form of Investment Advisory Agreement between
the Registrant and First Union National Bank
6(a) Form of Institutional Service Principal Underwriting Agreement
between the Registrant and Evergreen Distributor, Inc.
6(b) Form of Institutional Principal Underwriting
Agreement between the Registrant and Evergreen Distributor, Inc.
6(c) Form of Charitable Principal Underwriting Agreement between
the Registrant and Evergreen Distributor, Inc.
7 Form of Deferred Compensation Plan
8 Form of Custodian Agreement between the Registrant
and State Street Bank and Trust Company
9(a) Form of Transfer Agent Agreement between the
Registrant and Evergreen Service Company.
9(b) Form of Administration Services Agreement between
the Registrant and Evergreen Investment Services, Inc.
10 Opinion and Consent of Sullivan & Worcester
11 Not applicable
12 Not applicable
13 Not applicable
14 Retirement Plans To be filed by amendment
15 Form of 12b-1 Distribution Plan for
Institutional Service Shares
16 Not applicable
17 Not applicable
18 Multiple Class Plan
19 Powers of Attorney Incorporated by reference to Registrant's
Registration Statement Filed on October 6, 1997
</TABLE>
ITEM 25. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT.
None
ITEM 26. NUMBER OF HOLDERS OF SECURITIES (AS OF NOVEMBER 7, 1997).
NUMBER OF
TITLE OF CLASS RECORD SHAREHOLDERS
Shares of Beneficial Interest
without par value:
Evergreen Select Core Bond Fund
Institutional Service Shares 1
Evergreen Select Fixed Income Fund
Institutional Service Shares 1
Evergreen Select Income Plus Fund
Institutional Service Shares 1
Evergreen Select Intermediate Bond Fund
Institutional Service Shares 1
Evergreen Select Intermediate Tax Exempt Bond Fund
Institutional Service Shares 1
Evergreen Select Limited Duration Fund.
ITEM 27. INDEMNIFICATION.
Provisions for the indemnification of the Registrant's Trustees and
officers are contained in the Registrant's Declaration of Trust, a copy of
which is filed herewith.
Provisions for the indemnification of Evergreen Distributor, Inc., the
Registrant's principal underwriter, are contained in the Principal
Underwriting Agreement between Evergreen Distributor, Inc. and the
Registrant.
ITEM 28. BUSINESS OR OTHER CONNECTIONS OF INVESTMENT ADVISERS.
(a) For the information required by this item with respect to the Capital
Management Group of First Union National Bank, see the section
entitled "Management of the Fund - Investment Adviser" in Part A.
The Directors and principal executive officers of First Union National Bank
are:
Edward E. Crutchfield, Jr. Chairman and Chief Executive Officer, First
Union Corporation; Chief Executive Officer and
Chairman, First Union National Bank
Anthony P. Terracciano President, First Union Corporation; President,
First Union National Bank
John R. Georgius Vice Chairman, First Union Corporation; Vice
Chairman, First Union National Bank
Marion A. Cowell, Jr. Executive Vice President, Secretary & General
Counsel, First Union Corporation; Secretary
and Executive Vice President, First Union
National Bank
Robert T. Atwood Executive Vice President and Chief Financial
Officer, First Union Corporation; Chief
Financial Officer and Executive Vice President
All of the above persons are located at the following address: First Union
National Bank, One First Union Center, Charlotte, NC 28288.
ITEM 29. PRINCIPAL UNDERWRITERS.
Evergreen Distributor, Inc. The Director and principal executive officers
are:
Directors: Lynn J. Mangum
Robert J. McMullan
Officers: Lynn J. Mangum Chairman/CEO
Robert J. McMullan Executive Vice President/Treasurer
J. David Huber President
Kevin J. Dell Vice President/General Counsel/Secretary
Mark J. Rybarczyk Senion Vice President
Dennis Sheehan Senior Vice President
Mark Dillon Senior Vice President
George Martinez Senior Vice President
D'Ray Moore Vice President
Dale Smith Vice President
Michael Burns Vice President
Bruce Treff Assistant Secretary
Annamaria Porcaro Assistant Secretary
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.
ITEM 30. LOCATION OF ACCOUNTS AND RECORDS.
All accounts and records required to be maintained by Section 31(a) of the
Investment Company Act of 1940 and Rules 31a-1 through 31a-3 promulgated
thereunder are maintained at one of the following locations:
Keystone Investment Management Company, 200 Berkeley Street, Boston,
Massachusetts 02116-5034
Evergreen Investment Services, Inc. and Evergreen Service Company, 200
Berkeley Street, Boston, Massachusetts 02116-5034
First Union National Bank, One First Union Center, 301 S. College
Street, Charlotte, North Carolina 28288
Iron Mountain, 3431 Sharp Slot Road, Swansea, Massachusetts 02720
State Street Bank and Trust Company, 2 Heritage Drive, North Quincy,
Massachusetts 02171
ITEM 31. MANAGEMENT SERVICES.
Not Applicable.
ITEM 32. UNDERTAKINGS.
The undersigned Registrant hereby undertakes to file with the Securities
and Exchange Commission a Post-Effective Amendment to this Registration
Statement using financial statements of its Evergreen Connecticut Municipal
Bond Fund, Evergreen Tax Free Fund and Evergreen Florida Municipal Bond
Fund series, which need not be audited, within four to six months from the
effective date of Registrant's Registration Statement.
Registrant hereby undertakes to comply with the provisions of Section 16(c)
of the Investment Company Act of 1940 with respect to the removal of
Trustees and the calling of special shareholder meetings by shareholders.
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.
Registrant hereby undertakes to have a net worth of at least $100,000 prior
to commencing a public offering.
<PAGE>
SIGNATURES
As required by the Securities Act of 1933, this Registration Statement
has been signed on behalf of the Registrant, in the City of New York and State
of New York, on the 17th day of November, 1997.
EVERGREEN SELECT FIXED INCOME TRUST
By: /s/ John J. Pileggi
----------------------
Name: John J. Pileggi
Title: President
As required by the Securities Act of 1933, the following persons have
signed this Registration Statement in the capacities on the 17th day of
November, 1997.
/s/John J. Pileggi /s/Thomas L. McVerry*
- ------------------------- -------------------------
John J. Pileggi Thomas L. McVerry
President and Treasurer (Principal Trustee
Financial and Accounting Officer)
/s/Laurence B. Ashkin* /s/William Walt Pettit*
- ------------------------- -------------------------
Laurence B. Ashkin William Walt Pettit
Trustee Trustee
/s/Charles A. Austin III* /s/David M. Richardson*
- ------------------------- -------------------------
Charles A. Austin III David M. Richardson
Trustee Trustee
/s/K. Dun Gifford* /s/Russell A. Salton III*
- ------------------------- -------------------------
K. Dun Gifford Russell A. Salton III
Trustee Trustee
/s/James S. Howell* /s/Michael S. Scofield*
- ------------------------- -------------------------
James S. Howell Michael S. Scofield
Trustee Trustee
/s/Leroy Keith, Jr.* /s/Richard J. Shima*
- ------------------------- -------------------------
Leroy Keith, Jr. Richard J. Shima
Trustee Trustee
/s/Gerald M. McDonnell*
- -------------------------
Gerald M. McDonnell
Trustee
*By: /s/Martin J. Wolin
-------------------------
Martin J. Wolin
Attorney-in-Fact
Martin J. Wolin, by signing his name hereto, does hereby sign this
document on behalf of each of the above-named individuals pursuant to
powers of attorney duly executed by such persons and included as Exhibit
19 to this Registration Statement.
<PAGE>
INDEX TO EXHIBITS
Exhibit
Number Description
- ------- -----------
5 Form of Investment Advisory Agreement between
the Registrant and First Union National Bank
6(a) Form of Principal Underwriting Agreement between
the Registrant and Evergreen Distributor, Inc.
6(b) Form of Principal Underwriting Agreement between
the Registrant and Evergreen Distributor, Inc.
6(c) Form of Principal Underwriting Agreement between
the Registrant and Evergreen Distributor, Inc.
7 Form of Deferred Compensation Plan
8 Form of Custodian Agreement between the Registrant
and State Street Bank and Trust Company
9(a) Form of Transfer Agent Agreement between the
Registrant and Evergreen Service Company
9(b) Form of Administration Services Agreement between
the Registrant and Evergreen Investment Services, Inc.
10 Opinion and Consent of Sullivan & Worcester
15 Form of 12b-1 Distribution Plan for Institutional Service Shares
18 Multiple Class Plan
AGREEMENT AND DECLARATION OF TRUST
of
EVERGREEN SELECT FIXED INCOME TRUST
a Delaware Business Trust
Principal Place of Business:
200 Berkeley Street
Boston, Massachusetts 02116
Agent for Service of
Process in Delaware:
Corporation Trust Company
Corporation Trust Center
1209 Orange Street
Wilmington, Delaware 19801
<PAGE>
TABLE OF CONTENTS
AGREEMENT AND DECLARATION OF TRUST
ARTICLE I Name and Definitions...........................................1
1. Name ......................................................1
2. Definitions....................................................1
(a) By-Laws...............................................1
(b) Certificate of Trust..................................1
(c) Class.................................................1
(d) Commission............................................2
(e) Declaration of Trust..................................2
(f) Delaware Act..........................................2
(g) Interested Person.....................................2
(h) Adviser(s)............................................2
(i) 1940 Act..............................................2
(j) Person................................................2
(k) Principal Underwriter.................................2
(l) Series................................................2
(m) Shareholder...........................................2
(n) Shares................................................2
(o) Trust.................................................2
(p) Trust Property........................................2
(q) Trustees..............................................2
ARTICLE II Purpose of Trust...............................................3
ARTICLE III Shares.........................................................3
1. Division of Beneficial Interest................................3
2. Ownership of Shares............................................4
3. Transfer of Shares.............................................4
4. Investments in the Trust.......................................5
5. Status of Shares and Limitation of Personal Liability..........5
6. Establishment, Designation, Abolition or
Termination, etc. of Series or Class...........................5
(a) Assets Held with Respect to a Particular Series.......5
(b) Liabilities Held with Respect to a Particular Series..6
(c) Dividends, Distributions, Redemptions,
and Repurchases.......................................7
(d) Equality..............................................7
(e) Fractions.............................................7
(f) Exchange Privilege....................................7
(g) Combination of Series.................................7
ARTICLE IV Trustees.......................................................8
1. Number, Election, and Tenure...................................8
2. Effect of Death, Resignation, etc. of a Trustee................8
3. Powers.........................................................9
4. Payment of Expenses by the Trust..............................12
5. Payment of Expenses by Shareholders. . . . . . . . . . . . . 13
6. Ownership of Assets of the Trust..............................13
7. Service Contracts.............................................13
8. Trustees and Officers as Shareholders.........................14
9. Compensation..................................................15
ARTICLE V Shareholders' Voting Powers and Meetings......................15
1. Voting Powers, Meetings, Notice and Record Dates..............15
2. Quorum and Required Vote......................................15
3. Record Dates..................................................16
4. Additional Provisions.........................................16
ARTICLE VI Net Asset Value, Distributions and Redemptions................16
1. Determination of Net Asset Value, Net Income
and Distributions.............................................16
2. Redemptions and Repurchases...................................16
ARTICLE VII Limitation of Liability; Indemnification......................17
1. Trustees, Shareholders, etc. Not Personally
Liable; Notice................................................17
2. Trustees' Good Faith Action; Expert Advice;
No Bond or Surety.............................................18
3. Indemnification of Shareholders...............................19
4. Indemnification of Trustees, Officers, etc....................19
5. Compromise Payment............................................20
6. Indemnification Not Exclusive, etc............................20
7. Liability of Third Persons Dealing with Trustees..............20
8. Insurance.....................................................21
ARTICLE VIII Miscellaneous
1. Termination of the Trust or Any Series or Class...............21
3. Amendments....................................................22
4. Filing of Copies; References; Headings........................23
5. Applicable Law................................................23
6. Provisions in Conflict with Law or Regulations................24
7. Business Trust Only...........................................24
AGREEMENT AND DECLARATION OF TRUST
EVERGREEN SELECT FIXED INCOME TRUST
THIS AGREEMENT AND DECLARATION OF TRUST is made and entered into as of the
date set forth below by the Trustees named hereunder for the purpose of forming
a Delaware business trust in accordance with the provisions hereinafter set
forth.
NOW, THEREFORE, the Trustees hereby direct that the Certificate of Trust be
filed with the Office of the Secretary of State of the State of Delaware and do
hereby declare that the Trustees will hold IN TRUST all cash, securities, and
other assets which the Trust now possesses or may hereafter acquire from time to
time in any manner and manage and dispose of the same upon the following terms
and conditions for the benefit of the holders of Shares of this Trust.
ARTICLE I
Name and Definitions
Section 1. Name. This Trust shall be known as Evergreen Select Fixed Income
Trust and the Trustees shall conduct the business of the Trust under that name
or any other name as they may from time to time determine.
Section 2. Definitions. Whenever used herein, unless otherwise required by
the context or specifically provided:
(a) "Adviser(s)" means a party or parties furnishing services to the Trust
pursuant to any investment advisory or investment management contract described
in Article IV, Section 6(a) hereof;
(b) "By-Laws" shall mean the By-Laws of the Trust as amended from time to
time, which By-Laws are expressly herein incorporated by reference as part of
the "governing instrument" within the meaning of the Delaware Act;
(c) "Certificate of Trust" means the certificate of trust, as amended or
restated from time to time, filed by the Trustees in the Office of the Secretary
of State of the State of Delaware in accordance with the Delaware Act;
(d) "Class" means a class of Shares of a Series of the Trust established in
accordance with the provisions of Article III hereof;
(e) "Commission" shall have the meaning given such term in the 1940 Act;
(f) "Declaration of Trust" means this Agreement and Declaration of Trust,
as amended or restated from time to time;
(g) "Delaware Act" means the Delaware Business Trust Act, 12 Del. C. ss.ss.
3801 et seq., as amended from time to time;
(h) "Interested Person" shall have the meaning given it in Section 2(a)(19)
of the 1940 Act;
(i) "1940 Act" means the Investment Company Act of 1940 and the rules and
regulations thereunder, all as amended from time to time;
(j) "Person" means and includes individuals, corporations, partnerships,
trusts, associations, joint ventures, estates, and other entities, whether or
not legal entities, and governments and agencies and political subdivisions
thereof, whether domestic or foreign;
(k) "Principal Underwriter" shall have the meaning given such term in the
1940 Act;
(l) "Series" means each Series of Shares established and designated under
or in accordance with the provisions of Article III hereof; and where the
context requires or where appropriate, shall be deemed to include "Class" or
"Classes";
(m) "Shareholder" means a record owner of outstanding Shares;
(n) "Shares" means the shares of beneficial interest into which the
beneficial interest in the Trust shall be divided from time to time and includes
fractions of Shares as well as whole Shares;
(o) "Trust" means the Delaware Business Trust established under the
Delaware Act by this Declaration of Trust and the filing of the Certificate of
Trust in the Office of the Secretary of State of the State of Delaware;
(p) "Trust Property" means any and all property, real or personal, tangible
or intangible, which is from time to time owned or held by or for the account of
the Trust; and
(q) "Trustees" means the Person or Persons who have signed this Declaration
of Trust and all other Persons who may from time to time be duly elected or
appointed to serve as Trustees in accordance with the provisions hereof, in each
case so long as such Person shall continue in office in accordance with the
terms of this Declaration of rust, and reference herein to a Trustee or the
Trustees shall refer to such Person or Persons in his or her or their capacity
as Trustees hereunder.
ARTICLE II
Purpose of Trust
The purpose of the Trust is to conduct, operate and carry on the business
of an investment company registered under the 1940 Act through one or more
Series and to carry on such other business as the Trustees may from time to time
determine. The Trustees shall not be limited by any law limiting the investments
which may be made by fiduciaries.
ARTICLE III
Shares
Section 1. Division of Beneficial Interest. The beneficial interest in the
Trust shall be divided into one or more Series. The Trustees may divide each
Series into Classes. Subject to the further provisions of this Article III and
any applicable requirements of the 1940 Act, the Trustees shall have full power
and authority, in their sole discretion, and without obtaining any authorization
or vote of the Shareholders of any Series or Class thereof, (i) to divide the
beneficial interest in each Series or Class thereof into Shares, with or without
par value as the Trustees shall determine, (ii) to issue Shares without
limitation as to number (including fractional Shares) to such Persons and for
such amount and type of consideration, including cash or securities, subject to
any restriction set forth in the By-Laws, at such time or times and on such
terms as the Trustees may deem appropriate, (iii) to establish and designate and
to change in any manner any Series or Class thereof and to fix such preferences,
voting powers, rights, duties and privileges and business purpose of each Series
or Class thereof as the Trustees may from time to time determine, which
preferences, voting powers, rights, duties and privileges may be senior or
subordinate to (or in the case of business purpose, different from) any existing
Series or Class thereof and may be limited to specified property or obligations
of the Trust or profits and losses associated with specified property or
obligations of the Trust, (iv) to divide or combine the Shares of any Series or
Class thereof into a greater or lesser number without thereby materially
changing the proportionate beneficial interest of the Shares of such Series or
Class thereof in the assets held with respect to that Series, (v) to classify or
reclassify any issued Shares of any Series or Class thereof into shares of one
or more Series or Classes thereof; (vi) to change the name of any Series or
Class thereof; (vii) to abolish or terminate any one or more Series or Classes
thereof; (viii) to refuse to issue Shares to any Person or class of Persons; and
(ix) to take such other action with respect to the Shares as the Trustees may
deem desirable.
Subject to the distinctions permitted among Classes of the same Series as
established by the Trustees, consistent with the requirements of the 1940 Act,
each Share of a Series of the Trust shall represent an equal beneficial interest
in the net assets of such Series, and each holder of Shares of a Series shall be
entitled to receive such Shareholder's pro rata share of distributions of income
and capital gains, if any, made with respect to such Series and upon redemption
of the Shares of any Series, such Shareholder shall be paid solely out of the
funds and property of such Series of the Trust.
All references to Shares in this Declaration of Trust shall be deemed to be
Shares of any or all Series or Classes thereof, as the context may require. All
provisions herein relating to the Trust shall apply equally to each Series of
the Trust and each Class thereof, except as the context otherwise requires.
All Shares issued hereunder, including, without limitation, Shares issued
in connection with a dividend or other distribution in Shares or a split or
reverse split of Shares, shall be fully paid and nonassessable. Except as
otherwise provided by the Trustees, Shareholders shall have no preemptive or
other right to subscribe to any additional Shares or other securities issued by
the Trust.
Section 2. Ownership of Shares. The ownership of Shares shall be recorded
on the books of the Trust or those of a transfer or similar agent for the Trust,
which books shall be maintained separately for the Shares of each Series or
Class of the Trust. No certificates certifying the ownership of Shares shall be
issued except as the Trustees may otherwise determine from time to time. The
Trustees may make such rules as they consider appropriate for the issuance of
Share certificates, the transfer of Shares of each Series or Class of the Trust
and similar matters. The record books of the Trust as kept by the Trust or any
transfer or similar agent, as the case may be, shall be conclusive as to the
identity of the Shareholders of each Series or Class of the Trust and as to the
number of Shares of each Series or Class of the Trust held from time to time by
each Shareholder.
Section 3. Transfer of Shares. Except as otherwise provided by the
Trustees, Shares shall be transferable on the books of the Trust only by the
record holder thereof or by his or her duly authorized agent upon delivery to
the Trustees or the Trust's transfer agent of a duly executed instrument of
transfer, together with a Share certificate if one is outstanding, and such
evidence of the genuineness of each such execution and authorization and of such
other matters as may be required by the Trustees. Upon such delivery, and
subject to any further requirements specified by the Trustees or contained in
the By-Laws, the transfer shall be recorded on the books of the Trust. Until a
transfer is so recorded, the holder of record of Shares shall be deemed to be
the holder of such Shares for all purposes hereunder and neither the Trustees
nor the Trust, nor any transfer agent or registrar or any officer, employee, or
agent of the Trust, shall be affected by any notice of a proposed transfer.
Section 4. Investments in the Trust. Investments may be accepted by the
Trust from Persons, at such times, on such terms, and for such consideration as
the Trustees from time to time may authorize.
Section 5. Status of Shares and Limitation of Personal Liability. Shares
shall be deemed to be personal property giving only the rights provided in this
instrument. Every Shareholder by virtue of having become a Shareholder shall be
held to have expressly assented and agreed to the terms hereof. The death,
incapacity, dissolution, termination, or bankruptcy of a Shareholder during the
existence of the Trust shall not operate to terminate the Trust, nor entitle the
representative of any such Shareholder to an accounting or to take any action in
court or elsewhere against the Trust or the Trustees, but shall entitle such
representative only to the rights of such Shareholder under this Trust.
Ownership of Shares shall not entitle the Shareholder to any title in or to the
whole or any part of the Trust Property or any right to call for a participation
or division of the same or for an accounting, nor shall the ownership of Shares
constitute the Shareholders as partners. No Shareholder shall be personally
liable for the debts, liabilities, obligations and expenses incurred by,
contracted for, or otherwise existing with respect to, the Trust or any Series.
Neither the Trust nor the Trustees, nor any officer, employee, or agent of the
Trust shall have any power to bind personally any Shareholder, nor, except as
specifically provided herein, to call upon any Shareholder for the payment of
any sum of money or assessment whatsoever other than such as the Shareholder may
at any time personally agree to pay.
Section 6. Establishment, Designation, Abolition or Termination etc. of
Series or Class. The establishment and designation of any Series or Class of
Shares of the Trust shall be effective upon the adoption by a majority of the
Trustees then in office of a resolution that sets forth such establishment and
designation and the relative rights and preferences of such Series or Class of
the Trust, whether directly in such resolution or by reference to another
document including, without limitation, any registration statement of the Trust,
or as otherwise provided in such resolution. The abolition or termination of any
Series or Class of Shares of the Trust shall be effective upon the adoption by a
majority of the Trustees then in office of a resolution that abolishes or
terminates such Series or Class.
Shares of each Series or Class of the Trust established pursuant to this
Article III, unless otherwise provided in the resolution establishing such
Series or Class, shall have the following relative rights and preferences:
(a) Assets Held with Respect to a Particular Series. All consideration
received by the Trust for the issue or sale of Shares of a particular Series,
together with all assets in which such consideration is invested or reinvested,
all income, earnings, profits, and proceeds thereof from whatever source derived
(including, without limitation, any proceeds derived from the sale, exchange or
liquidation of such assets and any funds or payments derived from any
reinvestment of such proceeds in whatever form the same may be) shall
irrevocably be held separate with respect to that Series for all purposes, and
shall be so recorded upon the books of account of the Trust. Such consideration,
assets, income, earnings, profits and proceeds thereof, from whatever source
derived, (including, without limitation) any proceeds derived from the sale,
exchange or liquidation of such assets, and any funds or payments derived from
any reinvestment of such proceeds), in whatever form the same may be, are herein
referred to as "assets held with respect to" that Series. In the event that
there are any assets, income, earnings, profits and proceeds thereof, funds or
payments which are not readily identifiable as assets held with respect to any
particular Series (collectively "General Assets"), the Trustees shall allocate
such General Assets to, between or among any one or more of the Series in such
manner and on such basis as the Trustees, in their sole discretion, deem fair
and equitable, and any General Assets so allocated to a particular Series shall
be held with respect to that Series. Each such allocation by the Trustees shall
be conclusive and binding upon the Shareholders of all Series for all purposes.
Separate and distinct records shall be maintained for each Series and the assets
held with respect to each Series shall be held and accounted for separately from
the assets held with respect to all other Series and the General Assets of the
Trust not allocated to such Series.
(b) Liabilities Held with Respect to a Particular Series. The assets of the
Trust held with respect to each particular Series shall be charged against the
liabilities of the Trust held with respect to that Series and all expenses,
costs, charges, and reserves attributable to that Series, except that
liabilities and expenses allocated solely to a particular Class shall be borne
by that Class. Any general liabilities of the Trust which are not readily
identifiable as being held with respect to any particular Series or Class shall
be allocated and charged by the Trustees to and among any one or more of the
Series or Classes in such manner and on such basis as the Trustees in their sole
discretion deem fair and equitable. All liabilities, expenses, costs, charges,
and reserves so charged to a Series or Class are herein referred to as
"liabilities held with respect to" that Series or Class. Each allocation of
liabilities, expenses, costs, charges, and reserves by the Trustees shall be
conclusive and binding upon the Shareholders of all Series or Classes for all
purposes. Without limiting the foregoing, but subject to the right of the
Trustees to allocate general liabilities, expenses, costs, charges or reserves
as herein provided, the debts, liabilities, obligations and expenses incurred,
contracted for or otherwise existing with respect to a particular Series shall
be enforceable against the assets held with respect to such Series only and not
against the assets of the Trust generally or against the assets held with
respect to any other Series. Notice of this contractual limitation on
liabilities among Series may, in the Trustees' discretion, be set forth in the
Certificate of Trust and upon the giving of such notice in the Certificate of
Trust, the statutory provisions of Section 3804 of the Delaware Act relating to
limitations on liabilities among Series (and the statutory effect under Section
3804 of setting forth such notice in the certificate of trust) shall become
applicable to the Trust and each Series. Any person extending credit to,
contracting with or having any claim against any Series may look only to the
assets of that Series to satisfy or enforce any debt, with respect to that
Series. No Shareholder or former Shareholder of any Series shall have a claim on
or any right to any assets allocated or belonging to any other Series.
(c) Dividends, Distributions. Redemptions, and Repurchases. Notwithstanding
any other provisions of this Declaration of Trust, including, without
limitation, Article Vl, no dividend or distribution, including, without
limitation, any distribution paid upon termination of the Trust or of any Series
or Class with respect to, nor any redemption or repurchase of, the Shares of any
Series or Class, shall be effected by the Trust other than from the assets held
with respect to such Series, nor shall any Shareholder or any particular Series
or Class otherwise have any right or claim against the assets held with respect
to any other Series except to the extent that such Shareholder has such a right
or claim hereunder as a Shareholder of such other Series. The Trustees shall
have full discretion, to the extent not inconsistent with the 1940 Act, to
determine which items shall be treated as income and which items as capital, and
each such determination and allocation shall be conclusive and binding upon the
Shareholders.
(d) Equality. All the Shares of each particular Series shall represent an
equal proportionate interest in the assets held with respect to that Series
(subject to the liabilities held with respect to that Series or Class thereof
and such rights and preferences as may have been established and designated with
respect to any Class within such Series), and each Share of any particular
Series shall be equal to each other Share of that Series. With respect to any
Class of a Series, each such Class shall represent interests in the assets held
with respect to that Series and shall have identical voting, dividend,
liquidation and other rights and the same terms and conditions, except that
expenses allocated to a Class may be borne solely by such Class as determined by
the Trustees and a Class may have exclusive voting rights with respect to
matters affecting only that Class.
(e) Fractions. Any fractional Share of a Series or Class thereof shall
carry proportionately all the rights and obligations of a whole Share of that
Series or Class, including rights with respect to voting, receipt of dividends
and distributions, redemption of Shares and termination of the Trust.
(f) Exchange Privilege. The Trustees shall have the authority to provide
that the holders of Shares of any Series or Class shall have the right to
exchange said Shares for Shares of one or more other Series of Shares or Class
of Shares of the Trust or of other investment companies registered under the
1940 Act in accordance with such requirements and procedures as may be
established by the Trustees.
(g) Combination of Series. The Trustees shall have the authority, without
the approval of the Shareholders of any Series or Class unless otherwise
required by applicable law, to combine the assets and liabilities held with
respect to any two or more Series or Classes into assets and liabilities held
with respect to a single Series or Class.
ARTICLE IV
Trustees
Section 1. Number, Election and Tenure. The number of Trustees shall
initially be 12, who shall be Laurence B. Ashkin, Charles A. Austin, III, K. Dun
Gifford, James S. Howell, Leroy Keith, Jr., Gerald M. McDonnell, Thomas L.
McVerry, David M. Richardson, Russell A. Salton, III, Michael S. Scofield,
Richard J. Shima, and William W. Pettit. Thereafter, the number of Trustees
shall at all times be at least one and no more than such number as determined,
from time to time, by the Trustees pursuant to Section 3 of this Article IV.
Each Trustee shall serve during the lifetime of the Trust until he or she dies,
resigns, has reached any mandatory retirement age as set by the Trustees, is
declared bankrupt or incompetent by a court of appropriate jurisdiction, or is
removed, or, if sooner, until the next meeting of Shareholders called for the
purpose of electing Trustees and until the election and qualification of his or
her successor. In the event that less than a majority of the Trustees holding
office have been elected by the Shareholders, the Trustees then in office shall
take such actions as may be necessary under applicable law for the election of
Trustees. Any Trustee may resign at any time by written instrument signed by him
or her and delivered to any officer of the Trust or to a meeting of the
Trustees. Such resignation shall be effective upon receipt unless specified to
be effective at some other time. Except to the extent expressly provided in a
written agreement with the Trust, no Trustee resigning and no Trustee removed
shall have any right to any compensation for any period following his or her
resignation or removal, or any right to damages on account of such removal. The
Shareholders may elect Trustees at any meeting of Shareholders called by the
Trustees for that purpose. Any Trustee may be removed at any meeting of
Shareholders by a vote of two-thirds of the outstanding Shares of the Trust.
Section 2. Effect of Death. Resignation. etc. of a Trustee. The death,
declination to serve, resignation, retirement, removal or incapacity of one or
more Trustees, or all of them, shall not operate to annul the Trust or to revoke
any existing agency created pursuant to the terms of this Declaration of Trust.
Whenever there shall be fewer than the designated number of Trustees, until
additional Trustees are elected or appointed as provided herein to bring the
total number of Trustees equal to the designated number, the Trustees in office,
regardless of their number, shall have all the powers granted to the Trustees
and shall discharge all the duties imposed upon the Trustees by this Declaration
of Trust. As conclusive evidence of such vacancy, a written instrument
certifying the existence of such vacancy may be executed by an officer of the
Trust or by a majority of the Trustees. In the event of the death, declination,
resignation, retirement, removal, or incapacity of all the then Trustees within
a short period of time and without the opportunity for at least one Trustee
being able to appoint additional Trustees to replace those no longer serving,
the Trust's Adviser(s) are empowered to appoint new Trustees subject to the
provisions of the 1940 Act.
Section 3. Powers. Subject to the provisions of this Declaration of Trust,
the business of the Trust shall be managed by the Trustees, and the Trustees
shall have all powers necessary or convenient to carry out that responsibility
including the power to engage in transactions of all kinds on behalf of the
Trust as described in this Declaration of Trust. Without limiting the foregoing,
the Trustees may: adopt By-Laws not inconsistent with this Declaration of Trust
providing for the management of the affairs of the Trust and may amend and
repeal such By-Laws to the extent that such By-Laws do not reserve that right to
the Shareholders; enlarge or reduce the number of Trustees; remove any Trustee
with or without cause at any time by written instrument signed by at least
two-thirds of the number of Trustees prior to such removal, specifying the date
when such removal shall become effective, and fill vacancies caused by
enlargement of their number or by the death, resignation, retirement or removal
of a Trustee; elect and remove, with or without cause, such officers and appoint
and terminate such agents as they consider appropriate; appoint from their own
number and establish and terminate one or more committees, consisting of two or
more Trustees, that may exercise the powers and authority of the Board of
Trustees to the extent that the Trustees so determine; employ one or more
custodians of the assets of the Trust and may authorize such custodians to
employ subcustodians and to deposit all or any part of such assets in a system
or systems for the central handling of securities or with a Federal Reserve
Bank; employ an administrator for the Trust and may authorize such administrator
to employ subadministrators; employ an investment adviser or investment advisers
to the Trust and may authorize such Advisers to employ subadvisers; retain a
transfer agent or a shareholder servicing agent, or both; provide for the
issuance and distribution of Shares by the Trust directly or through one or more
Principal Underwriters or otherwise; redeem, repurchase and transfer Shares
pursuant to applicable law; set record dates for the determination of
Shareholders with respect to various matters; declare and pay dividends and
distributions to Shareholders of each Series from the assets of such Series; and
in general delegate such authority as they consider desirable to any officer of
the Trust, to any committee of the Trustees and to any agent or employee of the
Trust or to any such custodian, transfer or shareholder servicing agent, or
Principal Underwriter. Any determination as to what is in the interests of the
Trust made by the Trustees in good faith shall be conclusive. In construing the
provisions of this Declaration of Trust, the presumption shall be in favor of a
grant of power to the Trustees. Unless otherwise specified herein or in the
By-Laws or required by law, any action by the Trustees shall be deemed effective
if approved or taken by a majority of the Trustees present at a meeting of
Trustees at which a quorum of Trustees is present, within or without the State
of Delaware.
Without limiting the foregoing, the Trustees shall have the power and
authority to cause the Trust (or to act on behalf of the Trust):
(a) To invest and reinvest cash, to hold cash uninvested, and to subscribe
for, invest in, reinvest in, purchase or otherwise acquire, own, hold, pledge,
sell, assign, transfer, exchange, distribute, write options on, lend or
otherwise deal in or dispose of contracts for the future acquisition or delivery
of fixed income or other securities, and securities of every nature and kind,
including, without limitation, all types of bonds, debentures, stocks,
negotiable or non-negotiable instruments, obligations, evidences of
indebtedness, certificates of deposit or indebtedness, commercial papers,
repurchase agreements, bankers' acceptances, and other securities of any kind,
issued, created, guaranteed, or sponsored by any and all Persons, including
without limitation, states, territories, and possessions of the United States
and the District of Columbia and any political subdivision, agency, or
instrumentality thereof, any foreign government or any political subdivision of
the United States Government or any foreign government, or any international
instrumentality, or by any bank or savings institution, or by any corporation or
organization organized under the laws of the United States or of any state,
territory, or possession thereof, or by any corporation or organization
organized under any foreign law, or in "when issued" contracts for any such
securities, to change the investments of the assets of the Trust; and to
exercise any and all rights, powers, and privileges of ownership or interest in
respect of any and all such investments of every kind and description,
including, without limitation, the right to consent and otherwise act with
respect thereto, with power to designate one or more Persons to exercise any of
said rights, powers, and privileges in respect of any of said instruments;
(b) To sell, exchange, lend, pledge, mortgage, hypothecate, lease, or write
options (including, options on futures contracts) with respect to or otherwise
deal in any property rights relating to any or all of the assets of the Trust or
any Series;
(c) To vote or give assent, or exercise any rights of ownership, with
respect to stock or other securities or property; and to execute and deliver
proxies or powers of attorney to such Person or Persons as the Trustees shall
deem proper, granting to such Person or Persons such power and discretion with
relation to securities or property as the Trustees shall deem proper;
(d) To exercise powers and rights of subscription or otherwise which in any
manner arise out of ownership of securities;
(e) To hold any security or property in a form not indicating any trust,
whether in bearer, unregistered or other negotiable form, or in its own name or
in the name of a custodian or subcustodian or a nominee or nominees or
otherwise;
(f) To consent to or participate in any plan for the reorganization,
consolidation or merger of any corporation or issuer of any security which is
held in the Trust; to consent to any contract, lease, mortgage, purchase or sale
of property by such corporation or issuer; and to pay calls or subscriptions
with respect to any security held in the Trust;
(g) To join with other security holders in acting through a committee,
depositary, voting trustee or otherwise, and in that connection to deposit any
security with, or transfer any security to, any such committee, depositary or
trustee, and to delegate to them such power and authority with relation to any
security (whether or not so deposited or transferred) as the Trustees shall deem
proper, and to agree to pay, and to pay, such portion of the expenses and
compensation of such committee, depositary or trustee as the Trustees shall deem
proper;
(h) To compromise, arbitrate or otherwise adjust claims in favor of or
against the Trust or any matter in controversy, including, but not limited to,
claims for taxes;
(i) To enter into joint ventures, general or limited partnerships and any
other combinations or associations;
(j) To borrow funds or other property in the name of the Trust exclusively
for Trust purposes and in connection therewith to issue notes or other evidences
of indebtedness; and to mortgage and pledge the Trust Property or any part
thereof to secure any or all of such indebtedness;
(k) To endorse or guarantee the payment of any notes or other obligations
of any Person; to make contracts of guaranty or suretyship, or otherwise assume
liability for payment thereof; and to mortgage and pledge the Trust Property or
any part thereof to secure any of or all of such obligations;
(l) To purchase and pay for entirely out of Trust Property such insurance
as the Trustees may deem necessary or appropriate for the conduct of the
business, including, without limitation, insurance policies insuring the assets
of the Trust or payment of distributions and principal on its portfolio
investments, and insurance polices insuring the Shareholders, Trustees,
officers, employees, agents, investment advisers, principal underwriters, or
independent contractors of the Trust, individually against all claims and
liabilities of every nature arising by reason of holding, being or having held
any such office or position, or by reason of any action alleged to have been
taken or omitted by any such Person as Trustee, officer, employee, agent,
investment adviser, principal underwriter, or independent contractor, including
any action taken or omitted that may be determined to constitute negligence,
whether or not the Trust would have the power to indemnify such Person against
liability;
(m) To adopt, establish and carry out pension, profit-sharing, share bonus,
share purchase, savings, thrift and other retirement, incentive and benefit
plans and trusts, including the purchasing of life insurance and annuity
contracts as a means of providing such retirement and other benefits, for any or
all of the Trustees, officers, employees and agents of the Trust;
(n) To operate as and carry out the business of an investment company, and
exercise all the powers necessary or appropriate to the conduct of such
operations;
(o) To enter into contracts of any kind and description;
(p) To employ as custodian of any assets of the Trust one or more banks,
trust companies or companies that are members of a national securities exchange
or such other entities as the Commission may permit as custodians of the Trust,
subject to any conditions set forth in this Declaration of Trust or in the
By-Laws;
(q) To employ auditors, counsel or other agents of the Trust, subject to
any conditions set forth in this Declaration of Trust or in the By-Laws;
(r) To interpret the investment policies, practices, or limitations of any
Series or Class;
(s) To establish separate and distinct Series with separately defined
investment objectives and policies and distinct investment purposes, and with
separate Shares representing beneficial interests in such Series, and to
establish separate Classes, all in accordance with the provisions of Article
III;
(t) To the full extent permitted by the Delaware Act, to allocate assets,
liabilities and expenses of the Trust to a particular Series and Class or to
apportion the same between or among two or more Series or Classes, provided that
any liabilities or expenses incurred by a particular Series or Class shall be
payable solely out of the assets belonging to that Series or Class as provided
for in Article III;
(u) To invest all of the assets of the Trust, or any Series or any Class
thereof in a single investment company;
(v) Subject to the 1940 Act, to engage in any other lawful act or activity
in which a business trust organized under the Delaware Act may engage.
The Trust shall not be limited to investing in obligations maturing before
the possible termination of the Trust or one or more of its Series. The Trust
shall not in any way be bound or limited by any present or future law or custom
in regard to investment by fiduciaries. The Trust shall not be required to
obtain any court order to deal with any assets of the Trust or take any other
action hereunder.
Section 4. Payment of Expenses by the Trust. The Trustees are authorized to
pay or cause to be paid out of the principal or income of the Trust, or partly
out of the principal and partly out of income, as they deem fair, all expenses,
fees, charges, taxes and liabilities incurred or arising in connection with the
Trust, or in connection with the management thereof, including, but not limited
to, the Trustees' compensation and such expenses and charges for the services of
the Trust's officers, employees, Advisers, Principal Underwriter, auditors,
counsel, custodian, transfer agent, shareholder servicing agent, and such other
agents or independent contractors and such other expenses and charges as the
Trustees may deem necessary or proper to incur, which expenses, fees, charges,
taxes and liabilities shall be allocated in accordance with Article III, Section
6 hereof.
Section 5. Payment of Expenses by Shareholders. The Trustees shall have the
power, as frequently as they may determine, to cause each Shareholder, or each
Shareholder of any particular Series, to pay directly, in advance or arrears,
expenses of the Trust as described in Section 4 of this Article IV ("Expenses"),
in an amount fixed from time to time by the Trustees, by setting off such
Expenses due from such Shareholder from declared but unpaid dividends owed such
Shareholder and/or by reducing the number of Shares in the account of such
Shareholder by that number of full and/or fractional Shares which represents the
outstanding amount of such Expenses due from such Shareholder, provided that the
direct payment of such Expenses by Shareholders is permitted under applicable
law.
Section 6. Ownership of Assets of the Trust. Title to all of the assets of
the Trust shall at all times be considered as vested in the Trust, except that
the Trustees shall have power to cause legal title to any Trust Property to be
held by or in the name of one or more of the Trustees, or in the name of the
Trust, or in the name of any other Person as nominee, on such terms as the
Trustees may determine. The right, title and interest of the Trustees in the
Trust Property shall vest automatically in each Person who may hereafter become
a Trustee. Upon the resignation, removal or death of a Trustee, he or she shall
automatically cease to have any right, title or interest in any of the Trust
Property, and the right, title and interest of such Trustee in the Trust
property shall vest automatically in the remaining Trustees. Such vesting and
cessation of title shall be effective whether or not conveyancing documents have
been executed and delivered.
Section 7. Service Contracts.
(a) Subject to such requirements and restrictions as may be set forth under
federal and/or state law and in the By-Laws, including, without limitation, the
requirements of Section 15 of the 1940 Act, the Trustees may, at any time and
from time to time, contract for exclusive or nonexclusive advisory, management
and/or administrative services for the Trust or for any Series (or Class
thereof) with any Person and any such contract may contain such other terms as
the Trustees may determine, including, without limitation, authority for the
Adviser(s) or administrator to delegate certain or all of its duties under such
contracts to other qualified investment advisers and administrators and to
determine from time to time without prior consultation with the Trustees what
investments shall be purchased, held sold or exchanged and what portion, if any,
of the assets of the Trust shall be held uninvested and to make changes in the
Trust's investments, or such other activities as may specifically be delegated
to such party.
(b) The Trustees may also, at any time and from time to time, contract with
any Person, appointing such Person exclusive or nonexclusive distributor or
Principal Underwriter for the Shares of one or more of the Series (or Classes)
or other securities to be issued by the Trust.
(c) The Trustees are also empowered, at any time and from time to time, to
contract with any Person, appointing such Person or Persons the custodian,
transfer agent and/or shareholder servicing agent for the Trust or one or more
of its Series.
(d) The Trustees are further empowered, at any time and from time to time,
to contract with any Person to provide such other services to the Trust or one
or more of the Series, as the Trustees determine to be in the best interests of
the Trust and the applicable Series.
(e) The fact that:
(i) any of the Shareholders, Trustees, or officers of the Trust is a
shareholder, director, officer, partner, trustee, employee, Adviser, Principal
Underwriter, distributor, or affiliate or agent of or for any Person, or for any
parent or affiliate of any Person with which an advisory, management, or
administration contract, or Principal Underwriter's or distributor's contract,
or transfer agent, shareholder servicing agent or other type of service contract
may have been or may hereafter be made, or that any such organization, or any
parent or affiliate thereof, is a Shareholder or has an interest in the Trust;
or that
(ii) any Person with which an advisory, management, or administration
contract or Principal Underwriter's or distributor's contract, or transfer agent
or shareholder servicing agent contract may have been or may hereafter be made
also has an advisory, management, or administration contract, or Principal
Underwriter's or distributor's or other service contract with one or more other
Persons, or has other business or interests,shall not affect the validity of any
such contract or disqualify any Shareholder, Trustee or officer of the Trust
from voting upon or executing the same, or create any liability or
accountability to the Trust or its shareholders.
Section 8. Trustees and Officers as Shareholders. Any Trustee, officer or
agent of the Trust may acquire, own and dispose of Shares to the same extent as
if he or she were not a Trustee, officer or agent; and the Trustees may issue
and sell and cause to be issued and sold Shares to, and redeem such Shares from,
any such Person or any firm or company in which such Person is interested,
subject only to the general limitations contained herein or in the By-Laws
relating to the sale and redemption of such Shares.
Section 9. Compensation. The Trustees in such capacity shall be entitled to
reasonable compensation from the Trust and they may fix the amount of such
compensation. Nothing herein shall in any way prevent the employment of any
Trustee for advisory, management, legal, accounting, investment banking or other
services and payment for such services by the Trust.
ARTICLE V
Shareholders' Voting Powers and Meetings
Section 1. Voting Powers. Meetings. Notice. and Record Dates. The
Shareholders shall have power to vote only: (i) for the election or removal of
Trustees as provided in Article IV, Section 1 hereof, and (ii) with respect to
such additional matters relating to the Trust as may be required by applicable
law, this Declaration of Trust, the By-Laws or any registration statement of the
Trust with the Commission (or any successor agency) or as the Trustees may
consider necessary or desirable. Shareholders shall be entitled to one vote for
each dollar, and a fractional vote for each fraction of a dollar, of net asset
value per Share for each Share held, as to any matter on which the Share is
entitled to vote. Notwithstanding any other provision of this Declaration of
Trust, on any matters submitted to a vote of the Shareholders, all shares of the
Trust then entitled to vote shall be voted in aggregate, except: (i) when
required by the 1940 Act, Shares shall be voted by individual Series; (ii) when
the matter involves any action that the Trustees have determined will affect
only the interests of one or more Series, then only Shareholders of such Series
shall be entitled to vote thereon; and (iii) when the matter involves any action
that the Trustees have determined will affect only the interests of one or more
Classes, then only the Shareholders of such Class or Classes shall be entitled
to vote thereon. There shall be no cumulative voting in the election of
Trustees. Shares may be voted in person or by proxy. A proxy may be given in
writing. The By-Laws may provide that proxies may also, or may instead, be given
by an electronic or telecommunications device or in any other manner. Until
Shares are issued, the Trustees may exercise all rights of Shareholders and may
take any action required by law, this Declaration of Trust or the By-Laws to be
taken by the Shareholders. Meetings of the Shareholders shall be called and
notice thereof and record dates therefor shall be given and set as provided in
the By-Laws.
Section 2. Quorum and Required Vote. Except when a larger quorum is
required by applicable law, by the By-Laws or by this Declaration of Trust,
twenty-five percent (25%) of the Shares issued and outstanding shall constitute
a quorum at a Shareholders' meeting but any lesser number shall be sufficient
for adjourned sessions. When any one or more Series (or Classes) is to vote as a
single Series (or Class) separate from any other Shares, twenty-five percent
(25%) of the Shares of each such Series (or Class) issued and outstanding shall
constitute a quorum at a Shareholders' meeting of that Series (or Class). Except
when a larger vote is required by any provision of this Declaration of Trust or
the By-Laws or by applicable law, when a quorum is present at any meeting, a
majority of the Shares voted shall decide any questions and a plurality of the
Shares voted shall elect a Trustee, provided that where any provision of law or
of this Declaration of Trust requires that the holders of any Series shall vote
as a Series (or that holders of a Class shall vote as a Class), then a majority
of the Shares of that Series (or Class) voted on the matter (or a plurality with
respect to the election of a Trustee) shall decide that matter insofar as that
Series (or Class) is concerned.
Section 3. Record Dates. For the purpose of determining the Shareholders of
any Series (or Class) who are entitled to receive payment of any dividend or of
any other distribution, the Trustees may from time to time fix a date, which
shall be before the date for the payment of such dividend or such other payment,
as the record date for determining the Shareholders of such Series (or Class)
having the right to receive such dividend or distribution. Without fixing a
record date, the Trustees may for distribution purposes close the register or
transfer books for one or more Series (or Classes) at any time prior to the
payment of a distribution. Nothing in this Section shall be construed as
precluding the Trustees from setting different record dates for different Series
(or Classes).
Section 4. Additional Provisions. The By-Laws may include further
provisions for Shareholders' votes and meetings and related matters.
ARTICLE VI
Net Asset Value, Distributions and Redemptions
Section 1. Determination of Net Asset Value, Net Income and Distributions.
Subject to applicable law and Article III, Section 6 hereof, the Trustees, in
their absolute discretion, may prescribe and shall set forth in the By-Laws or
in a duly adopted vote of the Trustees such bases and time for determining the
per Share or net asset value of the Shares of any Series or Class or net income
attributable to the Shares of any Series or Class, or the declaration and
payment of dividends and distributions on the Shares of any Series or Class, as
they may deem necessary or desirable.
Section 2. Redemptions and Repurchases.
(a) The Trust shall purchase such Shares as are offered by any Shareholder
for redemption, upon the presentation of a proper instrument of transfer
together with a request directed to the Trust, or a Person designated by the
Trust, that the Trust purchase such Shares or in accordance with such other
procedures for redemption as the Trustees may from time to time authorize; and
the Trust will pay therefor the net asset value thereof as determined by the
Trustees (or on their behalf), in accordance with any applicable provisions of
the By-Laws, any registration statement of the Trust and applicable law. Unless
extraordinary circumstances exist, payment for said Shares shall be made by the
Trust to the Shareholder in accordance with the 1940 Act and any rules and
regulations thereunder or as otherwise required by the Commission. The
obligation set forth in this Section 2(a) is subject to the provision that,
during anyemergency which makes it impracticable for the Trust to dispose of the
investments of the applicable Series or to determine fairly the value of the net
assets held with respect to such Series, such obligation may be suspended or
postponed by the Trustees. In the case of a suspension of the right of
redemption as provided herein, a Shareholder may either withdraw the request for
redemption or receive payment based on the net asset value per share next
determined after the termination of such suspension.
(b) The redemption price may in any case or cases be paid wholly or partly
in kind if the Trustees determine that such payment is advisable in the interest
of the remaining Shareholders of the Series or Class thereof for which the
Shares are being redeemed. Subject to the foregoing, the fair value, selection
and quantity of securities or other property so paid or delivered as all or part
of the redemption price may be determined by or under authority of the Trustees.
In no case shall the Trust be liable for any delay of any Adviser or other
Person in transferring securities selected for delivery as all or part of any
payment-in-kind.
(c) If the Trustees shall, at any time and in good faith, determine that
direct or indirect ownership of Shares of any Series or Class thereof has or may
become concentrated in any Person to an extent that would disqualify any Series
as a regulated investment company under the Internal Revenue Code of 1986, as
amended (or any successor statute thereof), then the Trustees shall have the
power (but not the obligation) by such means as they deem equitable (i) to call
for the redemption by any such Person of a number, or principal amount, of
Shares sufficient to maintain or bring the direct or indirect ownership of
Shares into conformity with the requirements for such qualification, (ii) to
refuse to transfer or issue Shares of any Series or Class thereof to such Person
whose acquisition of the Shares in question would result in such
disqualification, or (iii) to take such other actions as they deem necessary and
appropriate to avoid such disqualification. Any such redemption shall be
effected at the redemption price and in the manner provided in this Article VI.
(d) The holders of Shares shall upon demand disclose to the Trustees in
writing such information with respect to direct and indirect ownership of Shares
as the Trustees deem necessary to comply with the provisions of the Internal
Revenue Code of 1986, as amended (or any successor statute thereto), or to
comply with the requirements of any other taxing authority.
ARTICLE VII
Limitation of Liability; Indemnification
Section 1. Trustees, Shareholders, etc. Not Personally Liable; Notice. The
Trustees, officers, employees and agents of the Trust, in incurring any debts,
liabilities or obligations, or in limiting or omitting any other actions for or
in connection with the Trust, are or shall be deemed to be acting as Trustees,
officers, employees or agents of the Trust and not in their own capacities. No
Shareholder shall be subject to any personal liability whatsoever in tort,
contract or otherwise to any other Person or Persons in connection with the
assets or the affairs of the Trust or of any Series, and subject to Section 4 of
this Article VII, no Trustee, officer, employee or agent of the Trust shall be
subject to any personal liability whatsoever in tort, contract, or otherwise, to
any other Person or Persons in connection with the assets or affairs of the
Trust or of any Series, save only that arising from his or her own willful
misfeasance, bad faith, gross negligence or reckless disregard of the duties
involved in the conduct of his or her office or the discharge of his or her
functions. The Trust (or if the matter relates only to a particular Series, that
Series) shall be solely liable for any and all debts, claims, demands,
judgments, decrees, liabilities or obligations of any and every kind, against or
with respect to the Trust or such Series in tort, contract or otherwise in
connection with the assets or the affairs of the Trust or such Series, and all
Persons dealing with the Trust or any Series shall be deemed to have agreed that
resort shall be had solely to the Trust Property of the Trust (or if the matter
relates only to a particular Series, that of such Series), for the payment or
performance thereof.
The Trustees may provide that every note, bond, contract, instrument,
certificate or undertaking made or issued by the Trustees or by any officers or
officer shall give notice that a Certificate of Trust in respect of the Trust is
on file with the Secretary of State of the State of Delaware and may recite to
the effect that the same was executed or made by or on behalf of the Trust or by
them as Trustees or Trustee or as officers or officer, and not individually, and
that the obligations of any instrument made or issued by the Trustees or by any
officer of officers of the Trust are not binding upon any of them or the
Shareholders individually but are binding only upon the assets and property of
the Trust, or the particular Series in question, as the case may be. The
omission of any statement to such effect from such instrument shall not operate
to bind any Trustees or Trustee or officers or officer or Shareholders or
Shareholder individually, or to subject the assets of any Series to the
obligations of any other Series.
Section 2. Trustees' Good Faith Action; Expert Advice; No Bond or Surety.
The exercise by the Trustees of their powers and discretions hereunder shall be
binding upon everyone interested. Subject to Section 4 of this Article VII, a
Trustee shall be liable for his or her own willful misfeasance, bad faith, gross
negligence or reckless disregard of the duties involved in the conduct of the
office of Trustee, and for nothing else, and shall not be liable for errors of
judgment or mistakes of fact or law. Subject to the foregoing, (i) the Trustees
shall not be responsible or liable in any event for any neglect or wrongdoing of
any officer, agent, employee, consultant, Adviser, administrator, distributor or
Principal Underwriter, custodian or transfer agent, dividend disbursing agent,
shareholder servicing agent or accounting agent of the Trust, nor shall any
Trustee be responsible for the act or omission of any other Trustee; (ii) the
Trustees may take advice of counsel or other experts with respect to the meaning
and operation of this Declaration of Trust and their duties as Trustees, and
shall be under no liability for any act or omission in accordance with such
advice or for failing to follow such advice; and (iii) in discharging their
duties, the Trustees, when acting in good faith, shall be entitled to rely upon
the books of account of the Trust and upon written reports made to the Trustees
by any officer appointed by them, any independent public accountant, and (with
respect to the subject matter of the contract involved) any officer, partner or
responsible employee of a contracting party employed by the Trust. The Trustees
as such shall not be required to give any bond or surety or any other security
for the performance of their duties.
Section 3. Indemnification of Shareholders. If any Shareholder (or former
Shareholder) of the Trust shall be charged or held to be personally liable for
any obligation or liability of the Trust solely by reason of being or having
been a Shareholder and not because of such Shareholder's acts or omissions or
for some other reason, the Trust (upon proper and timely request by the
Shareholder) may assume the defense against such charge and satisfy any judgment
thereon or may reimburse the Shareholders for expenses, and the Shareholder or
former Shareholder (or the heirs, executors, administrators or other legal
representatives thereof, or in the case of a corporation or other entity, its
corporate or other general successor) shall be entitled (but solely out of the
assets of the Series of which such Shareholder or former Shareholder is or was
the holder of Shares) to be held harmless from and indemnified against all loss
and expense arising from such liability.
Section 4. Indemnification of Trustees, Officers, etc. Subject to the
limitations, if applicable, hereinafter set forth in this Section 4, the Trust
shall indemnify (from the assets of one or more Series to which the conduct in
question relates) each of its Trustees, officers, employees and agents
(including Persons who serve at the Trust's request as directors, officers or
trustees of another organization in which the Trust has any interest as a
shareholder, creditor or otherwise (hereinafter, together with such Person's
heirs, executors, administrators or personal representative, referred to as a
"Covered Person")) against all liabilities, including but not limited to amounts
paid in satisfaction of judgments, in compromise or as fines and penalties, and
expenses, including reasonable accountants' and counsel fees, incurred by any
Covered Person in connection with the defense or disposition of any action, suit
or other proceeding, whether civil or criminal, before any court or
administrative or legislative body, in which such Covered Person may be or may
have been involved as a party or otherwise or with which such Covered Person may
be or may have been threatened, while in office or thereafter, by reason of
being or having been such a Trustee or officer, director or trustee, except with
respect to any matter as to which it has been determined that such Covered
Person (i) did not act in good faith in the reasonable belief that such Covered
Person's action was in or not opposed to the best interests of the Trust; or
(ii) had acted with willful misfeasance, bad faith, gross negligence or reckless
disregard of the duties involved in the conduct of such Covered Person's office;
and (iii) for a criminal proceeding, had reasonable cause to believe that his or
her conduct was unlawful (the conduct described in (i), (ii) and (iii) being
referred to hereafter as "Disabling Conduct"). A determination that the Covered
Person is entitled to indemnification may be made by (i) a final decision on the
merits by a court or other body before whom the proceeding was brought that the
Covered Person to be indemnified was not liable by reason of Disabling Conduct,
(ii) dismissal of a court action or an administrative proceeding against a
Covered Person for insufficiency of evidence of Disabling Conduct, or (iii) a
reasonable determination, based upon a review of the facts, that the indemnitee
was not liable by reason of Disabling Conduct by (a) a vote of a majority of a
quorum of the Trustees who are neither "interested persons" of the Trust as
defined in the 1940 Act nor parties to the proceeding (the "Disinterested
Trustees"), or (b) an independent legal counsel in a written opinion. Expenses,
including accountants' and counsel fees so incurred by any such Covered Person
(but excluding amounts paid in satisfaction of judgments, in compromise or as
fines or penalties), may be paid from time to time by one or more Series to
which the conduct in question related in advance of the final disposition of any
such action, suit or proceeding; provided that the Covered Person shall have
undertaken to repay the amounts so paid to such Series if it is ultimately
determined that indemnification of such expenses is not authorized under this
Article VII and (i) the Covered Person shall have provided security for such
undertaking, (ii) the Trust shall be insured against losses arising by reason of
any lawful advances, or (iii) a majority of a quorum of the Disinterested
Trustees, or an independent legal counsel in a written opinion, shall have
determined, based on a review of readily available facts (as opposed to a full
trial type inquiry), that there is reason to believe that the Covered Person
ultimately will be found entitled to indemnification.
Section 5. Compromise Payment. As to any matter disposed of by a compromise
payment by any such Covered Person referred to in Section 4 of this Article VII,
pursuant to a consent decree or otherwise, no such indemnification either for
said payment or for any other expenses shall be provided unless such
indemnification shall be approved (i) by a majority of a quorum of the
Disinterested Trustees or (ii) by an independent legal counsel in a written
opinion. Approval by the Trustees pursuant to clause (i) or by independent legal
counsel pursuant to clause (ii) shall not prevent the recovery from any Covered
Person of any amount paid to such Covered Person in accordance with either of
such clauses as indemnification if such Covered Person is subsequently
adjudicated by a court of competent jurisdiction not to have acted in good faith
in the reasonable belief that such Covered Person's action was in or not opposed
to the best interests of the Trust or to have been liable to the Trust or its
Shareholders by reason of willful misfeasance, bad faith, gross negligence or
reckless disregard of the duties involved in the conduct of the Covered Person's
office.
Section 6. Indemnification Not Exclusive, etc. The right of indemnification
provided by this Article VII shall not be exclusive of or affect any other
rights to which any such Covered Person or shareholder may be entitled. As used
in this Article VII, a "disinterested" Person is one against whom none of the
actions, suits or other proceedings in question, and no other action, suit or
other proceeding on the same or similar grounds is then or has been pending or
threatened. Nothing contained in this Article VII shall affect any rights to
indemnification to which personnel of the Trust, other than Trustees and
officers, and other Persons may be entitled by contract or otherwise under law,
nor the power of the Trust to purchase and maintain liability insurance on
behalf of any such Person.
Section 7. Liability of Third Persons Dealing with Trustees. No person
dealing with the Trustees shall be bound to make any inquiry concerning the
validity of any transaction made or to be made by the Trustees or to see to the
application of any payments made or property transferred to the Trust or upon
its order.
Section 8. Insurance. The Trustees shall be entitled and empowered to
the fullest extent permitted by law to purchase with Trust assets insurance for
liability and for all expenses reasonably incurred or paid or expected to be
paid by a Trustee, officer, employee, or agent of the Trust in connection with
any claim, action, suit, or proceeding in which he or she may become involved by
virtue of his or her capacity or former capacity as a Trustee of the Trust.
ARTICLE VIII
Miscellaneous
Section 1. Termination of the Trust or Any Series or Class.
(a) Unless terminated as provided herein, the Trust shall continue without
limitation of time. The Trustees in their sole discretion may terminate the
Trust.
(b) Upon the requisite action by the Trustees to terminate the Trust or any
one or more Series of Shares or any Class thereof, after paying or otherwise
providing for all charges, taxes, expenses, and liabilities, whether due or
accrued or anticipated, of the Trust or of the particular Series or any Class
thereof as may be determined by the Trustees, the Trust shall in accordance with
such procedures as the Trustees may consider appropriate reduce the remaining
assets of the Trust or of the affected Series or Class to distributable form in
cash or Shares (if any Series remain) or other securities, or any combination
thereof, and distribute the proceeds to the Shareholders of the Series or
Classes involved, ratably according to the number of Shares of such Series or
Class held by the Shareholders of such Series or Class on the date of
distribution. Thereupon, the Trust or any affected Series or Class shall
terminate and the Trustees and the Trust shall be discharged from any and all
further liabilities and duties relating thereto or arising therefrom, and the
right, title, and interest of all parties with respect to the Trust or such
Series or Class shall be canceled and discharged.
(c) Upon termination of the Trust, following completion of winding up of
its business, the Trustees shall cause a certificate of cancellation of the
Trust's Certificate of Trust to be filed in accordance with the Delaware Act,
which certificate of cancellation may be signed by any one Trustee.
Section 2. Reorganization.
(a) Notwithstanding anything else herein, the Trustees may, without
Shareholder approval unless such approval is required by applicable law, (i)
cause the Trust to merge or consolidate with or into or transfer its assets and
any liabilities to one or more trusts (or series thereof to the extent permitted
by law), partnerships, associations, corporations or other business entities
(including trusts, partnerships, associations, corporations or other business
entities created by the Trustees to accomplish such merger or consolidation or
transfer of assets and any liabilities) so long as the surviving or resulting
entity is an investment company as defined in the 1940 Act, or is a series
thereof, that will succeed to or assume the Trust's registration under the 1940
Act and that is formed, organized, or existing under the laws of the United
States or of a state, commonwealth, possession or colony of the United States,
unless otherwise permitted under the 1940 Act, (ii) cause any one or more Series
(or Classes) of the Trust to merge or consolidate with or into or transfer its
assets and any liabilities to any one or more other Series (or Classes) of the
Trust, one or more trusts (or series or classes thereof to the extent permitted
by law), partnerships, associations, corporations, (iii) cause the Shares to be
exchanged under or pursuant to any state or federal statute to the extent
permitted by law or (iv) cause the Trust to reorganize as a corporation, limited
liability company or limited liability partnership under the laws of Delaware or
any other state or jurisdiction.
(b) Pursuant to and in accordance with the provisions of Section 3815(f) of
the Delaware Act, and notwithstanding anything to the contrary contained in this
Declaration of Trust, an agreement of merger or consolidation or exchange or
transfer of assets and liabilities approved by the Trustees in accordance with
this Section 2 may (i) effect any amendment to the governing instrument of the
Trust or (ii) effect the adoption of a new governing instrument of the Trust if
the Trust is the surviving or resulting trust in the merger or consolidation.
(c) The Trustees may create one or more business trusts to which all or any
part of the assets, liabilities, profits, or losses of the Trust or any Series
or Class thereof may be transferred and may provide for the conversion of Shares
in the Trust or any Series or Class thereof into beneficial interests in any
such newly created trust or trusts or any series or classes thereof.
Section 3. Amendments. Except as specifically provided in this Section 3,
the Trustees may, without Shareholder vote, restate, amend, or otherwise
supplement this Declaration of Trust. Shareholders shall have the right to vote
on (i) any amendment that would affect their right to vote granted in Article V,
Section 1 hereof, (ii) any amendment to this Section 3 of Article VIII; (iii)
any amendment that may require their vote under applicable law or by the Trust's
registration statement, as filed with the Commission, and (iv) any amendment
submitted to them for their vote by the Trustees. Any amendment required or
permitted to be submitted to the Shareholders that, as the Trustees determine,
shall affect the Shareholders of one or more Series shall be authorized by a
vote of the Shareholders of each Series affected and no vote of Shareholders of
a Series not affected shall be required. Notwithstanding anything else herein,
no amendment hereof shall limit the rights to insurance provided by Article VII
hereof with respect to any acts or omissions of Persons covered thereby prior to
suchamendment nor shall any such amendment limit the rights to indemnification
referenced in Article VIl hereof as provided in the By-Laws with respect to any
actions or omissions of Persons covered thereby prior to such amendment. The
Trustees may, without Shareholder vote, restate, amend, or otherwise supplement
the Certificate of Trust as they deem necessary or desirable.
Section 4. Filing of Copies; References; Headings. The original or a copy
of this instrument and of each restatement and/or amendment hereto shall be kept
at the office of the Trust where it may be inspected by any Shareholder. Anyone
dealing with the Trust may rely on a certificate by an officer of the Trust as
to whether or not any such restatements and/or amendments have been made and as
to any matters in connection with the Trust hereunder; and, with the same effect
as if it were the original, may rely on a copy certified by an officer of the
Trust to be a copy of this instrument or of any such restatements and/or
amendments. In this instrument and in any such restatements and/or amendments,
references to this instrument, and all expressions such as "herein," "hereof,"
and "hereunder," shall be deemed to refer to this instrument as amended or
affected by any such restatements and/or amendments. Headings are placed herein
for convenience of reference only and shall not be taken as a part hereof or
control or affect the meaning, construction or effect of this instrument.
Whenever the singular number is used herein, the same shall include the plural;
and the neuter, masculine and feminine genders shall include each other, as
applicable. This instrument may be executed in any number of counterparts each
of which shall be deemed an original.
Section 5. Applicable Law.
(a) The Trust is created under, and this Declaration of Trust is to be
governed by, and construed and enforced in accordance with, the laws of the
State of Delaware. The Trust shall be of the type commonly called a business
trust, and without limiting the provisions hereof, the Trust specifically
reserves the right to exercise any of the powers or privileges afforded to
business trusts or actions that may be engaged in by business trusts under the
Delaware Act, and the absence of a specific reference herein to any such power,
privilege, or action shall not imply that the Trust may not exercise such power
or privilege or take such actions.
(b) Notwithstanding the first sentence of Section 5(a) of this Article
VIII, there shall not be applicable to the Trust, the Trustees, or this
Declaration of Trust either the provisions of Section 3540 of Title 12 of the
Delaware Code or any provisions of the laws (statutory or common) of the State
of Delaware (other than the Delaware Act) pertaining to trusts that relate to or
regulate: (i) the filing with any court or governmental body or agency of
Trustee accounts or schedules of trustee fees and charges; (ii) affirmative
requirements to post bonds for trustees, officers, agents, or employees of a
trust; (iii) the necessity for obtaining a court or other governmental approval
concerning the acquisition, holding, or disposition of real or personal
property; (iv) fees or other sums applicable to trustees, officers, agents or
employees of a trust; (v) the allocation of receipts and expenditures to income
or principal; (vi) restrictions or limitations on the permissible nature,
amount, or concentration of trust investments or requirements relating to the
titling, storage, or other manner of holding of trust assets; or (vii) the
establishment of fiduciary or other standards or responsibilities or limitations
on the acts or powers or liabilities or authorities and powers of trustees that
are inconsistent with the limitations or liabilities or authorities and powers
of the Trustees set forth or referenced in this Declaration of Trust; or (viii)
activities similar to those referenced in the foregoing items (i) through (vii).
Section 6. Provisions in Conflict with Law or Regulations.
(a) The provisions of this Declaration of Trust are severable, and if the
Trustees shall determine, with the advice of counsel, that any such provision is
in conflict with the 1940 Act, the regulated investment company provisions of
the Internal Revenue Code of 1986, as amended (or any successor statute
thereto), and the regulations thereunder, the Delaware Act or with other
applicable laws and regulations, the conflicting provision shall be deemed never
to have constituted a part of this Declaration of Trust; provided, however, that
such decision shall not affect any of the remaining provisions of this
Declaration of Trust or render invalid or improper any action taken or omitted
prior to such determination.
(b) If any provision of this Declaration of Trust shall be held invalid or
unenforceable in any jurisdiction, such invalidity or unenforceability shall
attach only to such provision in such jurisdiction and shall, not in any manner
affect such provision in any other jurisdiction or any other provision of this
Declaration of Trust in any jurisdiction.
Section 7. Business Trust Only. It is the intention of the Trustees to
create a business trust pursuant to the Delaware Act. It is not the intention of
the Trustees to create a general partnership, limited partnership, joint stock
association, corporation, bailment, or any form of legal relationship other than
a business trust pursuant to the Delaware Act. Nothing in this Declaration of
Trust shall be construed to make the Shareholders, either by themselves or with
the Trustees, partners, or members of a joint stock association.
IN WITNESS WHEREOF, the Trustees named below do hereby make and enter
into this Agreement and Declaration of Trust as of the 18th day of September,
1997.
/s/ Laurence B. Ashkin /s/ Thomas L. McVerry
Laurence B. Ashkin Thomas L. McVerry
Trustee and not individually Trustee and not individually
/s/ Charles A. Austin, III /s/ David M. Richardson
Charles A. Austin, III David M. Richardson
Trustee and not individually Trustee and not individually
/s/ K. Dun Gifford /s/ Russell A. Salton, III
K. Dun Gifford Russell A. Salton, III
Trustee and not individually Trustee and not individually
/s/ James S. Howell /s/ Michael S. Scofield
James S. Howell Michael S. Scofield
Trustee and not individually Trustee and not individually
/s/ Leroy Keith, Jr. /s/ Richard J. Shima
Leroy Keith, Jr. Richard J. Shima
Trustee and not individually Trustee and not individually
/s/ Gerald M. McDonnell /s/ William W. Pettit
Gerald M. McDonnell William W. Pettit
Trustee and not individually Trustee and not individually
THE PRINCIPAL PLACE OF BUSINESS
OF THE TRUST IS:
200 Berkeley Street
Boston, Massachusetts 02116
BY-LAWS
OF
EVERGREEN SELECT FIXED INCOME TRUST
a Delaware Business Trust
<PAGE>
TABLE OF CONTENTS
INTRODUCTION..................................................................1
A. Agreement and Declaration of Trust................................1
B. Definitions.......................................................1
ARTICLE I OFFICES............................................................1
Section 1. Principal Office..........................................1
Section 2. Delaware Office...........................................1
Section 3. Other Offices.............................................1
ARTICLE II MEETINGS OF SHAREHOLDERS..........................................1
Section 1. Place of Meetings.........................................1
Section 2. Call of Meetings..........................................2
Section 3. Notice of Meetings of Shareholders........................2
Section 4. Manner of Giving Notice: Affidavit of Notice..............2
Section 5. Adjourned Meeting; Notice.................................3
Section 6. Voting....................................................3
Section 7. Waiver of Notice; Consent of Absent Shareholders..........3
Section 8. Shareholder Action by Written Consent Without a Meeting...4
Section 9. Record Date for Shareholder Notice; Voting and Giving
Consents..................................................4
Section 10. Proxies..................................................5
Section 11. Inspectors of Election...................................5
ARTICLE III TRUSTEES.........................................................6
Section 1. Powers....................................................6
Section 2. Number of Trustees........................................6
Section 3. Vacancies.................................................6
Section 4. Chair.....................................................6
Section 5. Place of Meetings and Meetings by Telephone...............7
Section 6. Regular Meetings..........................................7
Section 7. Special Meetings..........................................7
Section 8. Quorum....................................................7
Section 9. Waiver of Notice..........................................8
Section 10. Adjournment..............................................8
Section 11. Notice of Adjournment....................................8
Section 12. Action Without a Meeting.................................8
Section 13. Fees and Compensation of Trustees........................8
Section 14. Delegation of Power to Other Trustees....................8
ARTICLE IV COMMITTEES........................................................9
Section 1. Committees of Trustees....................................9
Section 2. Meetings and Action of Committees.........................9
ARTICLE V OFFICERS..........................................................10
Section 1. Officers.................................................10
Section 2. Election of Officers.....................................10
Section 3. Subordinate Officers.....................................10
Section 4. Removal and Resignation of Officers......................10
Section 5. Vacancies in Offices.....................................10
Section 6. President................................................10
Section 7. Vice Presidents..........................................11
Section 8. Secretary................................................11
Section 9. Treasurer................................................11
ARTICLE VI INSPECTION OF RECORDS AND REPORTS................................12
Section 1. Inspection by Shareholders...............................12
Section 2. Inspection by Trustees...................................12
ARTICLE VII GENERAL MATTERS.................................................12
Section 1. Checks, Drafts, Evidences of Indebtedness................12
Section 2. Contracts and Instruments: How Executed..................13
Section 3. Fiscal Year..............................................13
Section 4. Seal.....................................................13
ARTICLE VIII AMENDMENTS.....................................................13
Section 1. Amendment................................................13
BY-LAWS
of
EVERGREEN SELECT FIXED INCOME TRUST
a Delaware Business Trust
INTRODUCTION
A. Agreement and Declaration of Trust. These By-Laws shall be subject to
the Agreement and Declaration of Trust, as from time to time in effect (the
"Declaration of Trust"), of Evergreen Select Fixed Income Trust, a Delaware
business trust (the "Trust"). In the event of any inconsistency between the
terms hereof and the terms of the Declaration of Trust, the terms of the
Declaration of Trust shall control.
B. Definitions. Capitalized terms used herein and not herein defined are
used as defined in the Declaration of Trust.
ARTICLE I OFFICES
Section 1. Principal Office. The Trustees shall fix and, from time to time,
may change the location of the principal executive office of the Trust at any
place within or outside the State of Delaware.
Section 2. Delaware Office. The Trustees shall establish a registered
office in the State of Delaware and shall appoint as the Trust's registered
agent for service of process in the State of Delaware an individual who is a
resident of the State of Delaware or a Delaware corporation or a corporation
authorized to transact business in the State of Delaware; in each case the
business office of such registered agent for service of process shall be
identical with the registered Delaware office of the Trust.
Section 3. Other Offices. The Trustees may at any time establish branch or
subordinate offices at any place or places within or outside the State of
Delaware where the Trust intends to do business.
ARTICLE II MEETINGS OF SHAREHOLDERS
Section 1. Place of Meetings. Meetings of Shareholders shall be held at any
place designated by the Trustees. In the absence of any such designation,
Shareholders' meetings shall be held at the principal executive office of the
Trust.
Section 2. Call of Meetings. There shall be no annual Shareholders'
meetings. Special meetings of the Shareholders may be called at any time by the
Trustees, the President or any other officer designated for the purpose by the
Trustees, for the purpose of seeking action upon any matter requiring the vote
or authority of the Shareholders as herein provided or provided in the
Declaration of Trust or upon any other matter as to which such vote or authority
is deemed by the Trustees or the President to be necessary or desirable. To the
extent required by the Investment Company Act of 1940, as amended ("1940 Act"),
meetings of the Shareholders for the purpose of voting on the removal of any
Trustee shall be called promptly by the Trustees.
Section 3. Notice of Meetings of Shareholders. All notices of meetings of
Shareholders shall be sent or otherwise given to Shareholders in accordance with
Section 4 of this Article II not less than ten (10) nor more than ninety (90)
days before the date of the meeting. The notice shall specify (i) the place,
date and hour of the meeting, and (ii) the general nature of the business to be
transacted.
Section 4. Manner of Giving Notice: Affidavit of Notice. Notice of any
meeting of Shareholders shall be (i) given either by hand delivery, first-class
mail, telegraphic or other written communication, charges prepaid, and (ii)
addressed to the Shareholder at the address of that Shareholder appearing on the
books of the Trust or its transfer agent or given by the Shareholder to the
Trust for the purpose of notice. If no such address appears on the Trust's books
or is not given to the Trust, notice shall be deemed to have been given if sent
to that Shareholder by first class mail or telegraphic or other written
communication to the Trust's principal executive office, or if published at
least once in a newspaper of general circulation in the county where that office
is located. Notice shall be deemed to have been given at the time when delivered
personally or deposited in the mail or sent by telegram or other means of
written communication or, where notice is given by publication, on the date of
publication.
An affidavit of the mailing or other means of giving any notice of any
meeting of Shareholders shall be filed and maintained in the minute book of the
Trust.
Section 5. Adjourned Meeting; Notice. Any meeting of Shareholders, whether
or not a quorum is present, may be adjourned from time to time by: (a) the vote
of the majority of the Shares represented at that meeting, either in person or
by proxy; or (b) in his or her discretion by the chair of the meeting.
When any meeting of Shareholders is adjourned to another time or place,
notice need not be given of the adjourned meeting at which the adjournment is
taken, unless a new record date of the adjourned meeting is fixed. Notice of any
such adjourned meeting shall be given to each Shareholder of record entitled to
vote at the adjourned meeting in accordance with the provisions of Sections 3
and 4 of this Article II. At any adjourned meeting, any business may be
transacted which might have been transacted at the original meeting.
Section 6. Voting. The Shareholders entitled to vote at any meeting of
Shareholders shall be determined in accordance with the provisions of the
Declaration of Trust of the Trust, as in effect at such time. The Shareholders'
vote may be by voice vote or by ballot, provided, however, that any election for
Trustees must be by ballot if demanded by any Shareholder before the voting has
begun.
Section 7. Waiver of Notice; Consent of Absent Shareholders. The
transaction of business and any actions taken at a meeting of Shareholders,
however called and noticed and wherever held, shall be as valid as though taken
at a meeting duly held after regular call and notice provided a quorum is
present either in person or by proxy at the meeting of Shareholders and if
either before or after the meeting, each Shareholder entitled to vote who was
not present in person or by proxy at the meeting of the Shareholders signs a
written waiver of notice or a consent to a holding of the meeting or an approval
of the minutes. The waiver of notice or consent need not specify either the
business to be transacted or the purpose of any meeting of Shareholders.
Attendance by a Shareholder at a meeting of Shareholders shall constitute a
waiver of notice of that meeting, except if the Shareholder objects at the
beginning of the meeting to the transaction of any business because the meeting
is not lawfully called or convened and except that attendance at a meeting of
Shareholders is not a waiver of any right to object to the consideration of
matters not included in the notice of the meeting of Shareholders if that
objection is expressly made at the beginning of the meeting.
Section 8. Shareholder Action by Written Consent Without a Meeting. Except
as provided in the Declaration of Trust, any action that may be taken at any
meeting of Shareholders may be taken without a meeting and without prior notice
if a consent in writing setting forth the action to be taken is signed by the
holders of outstanding Shares having not less than the minimum number of votes
that would be necessary to authorize or take that action at a meeting at which
all Shares entitled to vote on that action were present and voted, provided,
however, that the Shareholders receive any necessary Information Statement or
other necessary documentation in conformity with the requirements of the
Securities Exchange Act of 1934 or the rules or regulations thereunder. All such
consents shall be filed with the Secretary of the Trust and shall be maintained
in the Trust's records. Any Shareholder giving a written consent or the
Shareholder's proxy holders or a transferee of the Shares or a personal
representative of the Shareholder or their respective proxy holders may revoke
the Shareholder's written consent by a writing received by the Secretary of the
Trust before written consents of the number of Shares required to authorize the
proposed action have been filed with the Secretary.
If the consents of all Shareholders entitled to vote have not been
solicited in writing and if the unanimous written consent of all such
Shareholders shall not have been received, the Secretary shall give prompt
notice of the action approved by the Shareholders without a meeting. This notice
shall be given in the manner specified in Section 4 of this Article II.
Section 9. Record Date for Shareholder Notice; Voting and Giving Consents.
(a) For purposes of determining the Shareholders entitled to vote or act at
any meeting or adjournment thereof, the Trustees may fix in advance a record
date which shall not be more than ninety (90) days nor less than ten (10) days
before the date of any such meeting. Without fixing a record date for a meeting,
the Trustees may for voting and notice purposes close the register or transfer
books for one or more Series (or Classes) for all or any part of the period
between the earliest date on which a record date for such meeting could be set
in accordance herewith and the date of such meeting.
If the Trustees do not so fix a record date or close the register or
transfer books of the affected Series or Classes, the record date for
determining Shareholders entitled to notice of or to vote at a meeting of
Shareholders shall be the close of business on the business day next preceding
the day on which notice is given or if notice is waived, at the close of
business on the business day next preceding the day on which the meeting is
held.
(b) The record date for determining Shareholders entitled to give consent
to action in writing without a meeting, (a) when no prior action of the Trustees
has been taken, shall be the day on which the first written consent is given, or
(b) when prior action of the Trustees has been taken, shall be (i) such date as
determined for that purpose by the Trustees, which record date shall not precede
the date upon which the resolution fixing it is adopted by the Trustees and
shall not be more than twenty (20) days after the date of such resolution, or
(ii) if no record date is fixed by the Trustees, the record date shall be the
close of business on the day on which the Trustees adopt the resolution relating
to that action. Nothing in this Section shall be constituted as precluding the
Trustees from setting different record dates for different Series or Classes.
Only Shareholders of record on the record date as herein determined shall have
any right to vote or to act at any meeting or give consent to any action
relating to such record date, notwithstanding any transfer of Shares on the
books of the Trust after such record date.
Section 10. Proxies. Subject to the provisions of the Declaration of Trust,
every Person entitled to vote for Trustees or on any other matter shall have the
right to do so either in person or by proxy, provided that either (i) an
instrument authorizing such a proxy to act is executed by the Shareholder in
writing and dated not more than eleven (11) months before the meeting, unless
the instrument specifically provides for a longer period or (ii) the Trustees
adopt an electronic, telephonic, computerized or other alternative to the
execution of a written instrument authorizing the proxy to act, and such
authorization is received not more than eleven (11) months before the meeting. A
proxy shall be deemed executed by a Shareholder if the Shareholder's name is
placed on the proxy (whether by manual signature, typewriting, telegraphic
transmission or otherwise) by the Shareholder or the Shareholder's
attorney-in-fact. A valid proxy which does not state that it is irrevocable
shall continue in full force and effect unless (i) revoked by the Person
executing it before the vote pursuant to that proxy is taken, (a) by a writing
delivered to the Trust stating that the proxy is revoked, or (b) by a subsequent
proxy executed by such Person, or (c) attendance at the meeting and voting in
person by the Person executing that proxy, or (d) revocation by such Person
using any electronic, telephonic, computerized or other alternative means
authorized by the Trustees for authorizing the proxy to act; or (ii) written
notice of the death or incapacity of the maker of that proxy is received by the
Trust before the vote pursuant to that proxy is counted. A proxy with respect to
Shares held in the name of two or more Persons shall be valid if executed by any
one of them unless at or prior to exercise of the proxy the Trust receives a
specific written notice to the contrary from any one of the two or more Persons.
A proxy purporting to be executed by or on behalf of a Shareholder shall be
deemed valid unless challenged at or prior to its exercise and the burden of
proving invalidity shall rest on the challenger.
Section 11. Inspectors of Election. Before any meeting of Shareholders, the
Trustees may appoint any persons other than nominees for office to act as
inspectors of election at the meeting or its adjournments. If no inspectors of
election are so appointed, the Chairman of the meeting may appoint inspectors of
election at the meeting. The number of inspectors shall be two (2). If any
person appointed as inspector fails to appear or fails or refuses to act, the
Chairman of the meeting may appoint a person to fill the vacancy.
These inspectors shall:
(a) Determine the number of Shares outstanding and the voting
power of each, the Shares represented at the meeting, the
existence of a quorum and the authenticity, validity and
effect of proxies;
(b) Receive votes, ballots or consents;
(c) Hear and determine all challenges and questions in any way
arising in connection with the right to vote;
(d) Count and tabulate all votes or consents;
(e) Determine when the polls shall close;
(f) Determine the result; and
(g) Do any other acts that may be proper to conduct the election
or vote with fairness to all Shareholders.
ARTICLE III TRUSTEES
Section 1. Powers. Subject to the applicable provisions of the 1940 Act,
the Declaration of Trust and these By-Laws relating to action required to be
approved by the Shareholders, the business and affairs of the Trust shall be
managed and all powers shall be exercised by or under the direction of the
Trustees.
Section 2. Number of Trustees. The exact number of Trustees within the
limits specified in the Declaration of Trust shall be fixed from time to time by
a resolution of the Trustees.
Section 3. Vacancies. Vacancies in the authorized number of Trustees may be
filled as provided in the Declaration of Trust.
Section 4. Chair. The Trustees shall have the power to appoint from among
the members of the Board of Trustees a Chair. Such appointment shall be by
majority vote of the Trustees. Such Chair shall serve until his or her successor
is appointed or until his or her earlier death, resignation or removal. The
Chair shall preside at meetings of the Trustees and shall, subject to the
control of the Trustees, perform such other powers and duties as may be from
time to time assigned to him or her by the Trustees or prescribed by the
Declaration of Trust or these By-Laws, consistent with his or her position. The
Chair need not be a Shareholder.
Section 5. Place of Meetings and Meetings by Telephone. All meetings of the
Trustees may be held at any place that has been selected from time to time by
the Trustees. In the absence of such an election, regular meetings shall be held
at the principal executive office of the Trust. Subject to any applicable
requirements of the 1940 Act, any meeting, regular or special, may be held by
conference telephone or similar communication equipment, so long as all Trustees
participating in the meeting can hear one another and all such Trustees shall be
deemed to be present in person at the meeting.
Section 6. Regular Meetings. Regular meetings of the Trustees shall be held
without call at such time as shall from time to time be fixed by the Trustees.
Such regular meetings may be held without notice.
Section 7. Special Meetings. Special meetings of the Trustees for any
purpose or purposes may be called at any time by the Chair, the President or the
Secretary or any two (2) Trustees.
Notice of the time and place of special meetings shall be delivered
personally or by telephone to each Trustee or sent by first-class mail, by
telegram or telecopy (or similar electronic means) or, by nationally recognized
overnight courier, charges prepaid, addressed to each Trustee at that Trustee's
address as it is shown on the records of the Trust. If the notice is mailed, it
shall be deposited in the United States mail at least seven (7) calendar days
before the time of the holding of the meeting. If the notice is delivered
personally or by telephone or by telegram, telecopy (or similar electronic
means), or overnight courier, it shall be given at least forty eight (48) hours
before the time of the holding of the meeting. Any oral notice given personally
or by telephone must be communicated only to the Trustee. The notice need not
specify the purpose of the meeting or the place of the meeting, if the meeting
is to be held at the principal executive office of the Trust. Notice of a
meeting need not be given to any Trustee if a written waiver of notice, executed
by such Trustee before or after the meeting, is filed with the records of the
meeting, or to any Trustee who attends the meeting without protesting, prior
thereto or at its commencement, the Iack of notice to such Trustee.
Section 8. Quorum. Twenty-five percent (25%) of the Trustees shall
constitute a quorum for the transaction of business, except to adjourn as
provided in Section 10 of this Article III. Every act or decision done or made
by a majority of the Trustees present at a meeting duly held at which a quorum
is present shall be regarded as the act of the Trustees, subject to the
provisions of the Declaration of Trust. A meeting at which a quorum is initially
present may continue to transact business notwithstanding the withdrawal of
Trustees if any action taken is approved by at least a majority of the required
quorum for that meeting.
Section 9. Waiver of Notice. Notice of any meeting need not be given to any
Trustee who either before or after the meeting signs a written waiver of notice,
a consent to holding the meeting, or an approval of the minutes. The waiver of
notice or consent need not specify the purpose of the meeting. All such waivers,
consents, and approvals shall be filed with the records of the Trust or made a
part of the minutes of the meeting. Notice of a meeting shall also be deemed
given to any Trustee who attends the meeting without protesting, prior to or at
its commencement, the lack of notice to that Trustee.
Section 10. Adjournment. A majority of the Trustees present, whether or not
constituting a quorum, may adjourn any meeting to another time and place.
Section 11. Notice of Adjournment. Notice of the time and place of holding
an adjourned meeting need not be given.
Section 12. Action Without a Meeting. Unless the 1940 Act requires that a
particular action be taken only at a meeting at which the Trustees are present
in person, any action to be taken by the Trustees at a meeting may be taken
without such meeting by the written consent of a majority of the Trustees then
in office. Any such written consent may be executed and given by telecopy or
similar electronic means. Such written consents shall be filed with the minutes
of the proceedings of the Trustees. If any action is so taken by the Trustees by
the written consent of less than all of the Trustees, prompt notice of the
taking of such action shall be furnished to each Trustee who did not execute
such written consent, provided that the effectiveness of such action shall not
be impaired by any delay or failure to furnish such notice.
Section 13. Fees and Compensation of Trustees. Trustees and members of
committees may receive such compensation, if any, for their services and such
reimbursement of expenses as may be fixed or determined by resolution of the
Trustees. This Section 13 of Article III shall not be construed to preclude any
Trustee from serving the Trust in any other capacity as an officer, agent,
employee, or otherwise and receiving compensation for those services.
Section 14. Delegation of Power to Other Trustees. Any Trustee may, by
power of attorney, delegate his or her power for a period not exceeding one (1)
month at any one time to any other Trustee. Except where applicable law may
require a Trustee to be present in person, a Trustee represented by another
Trustee, pursuant to such power of attorney, shall be deemed to be present for
purpose of establishing a quorum and satisfying the required majority vote.
ARTICLE IV COMMITTEES
Section 1. Committees of Trustees. The Trustees may by resolution designate
one or more committees, each consisting of two (2) or more Trustees, to serve at
the pleasure of the Trustees. The Trustees may designate one or more Trustees as
alternate members of any committee who may replace any absent member at any
meeting of the committee. Any committee, to the extent provided for by
resolution of the Trustees, shall have the authority of the Trustees, except
with respect to:
(a) the approval of any action which under applicable law requires
approval by a majority of the Trustees or certain Trustees;
(b) the filling of vacancies of Trustees;
(c) the fixing of compensation of the Trustees for services
generally or as a member of any committee;
(d) the amendment or termination of the Declaration of Trust or
any Series or Class or the amendment of the By-Laws or the
adoption of new By-Laws;
(e) the amendment or repeal of any resolution of the Trustees
which by its express terms is not so amendable or repealable;
(f) a distribution to the Shareholders of the Trust, except at a
rate or in a periodic amount or within a designated range
determined by the Trustees; or
(g) the appointment of any other committees of the Trustees or the
members of such new committees.
Section 2. Meetings and Action of Committees. Meetings and action of
committees shall be governed by, held and taken in accordance with the
provisions of Article III of these By-Laws, with such changes in the context
thereof as are necessary to substitute the committee and its members for the
Trustees generally, except that the time of regular meetings of committees may
be determined either by resolution of the Trustees or by resolution of the
committee. Special meetings of committees may also be called by resolution of
the Trustees. Alternate members shall be given notice of meetings of committees
and shall have the right to attend all meetings of committees. The Trustees may
adopt rules for the governance of any committee not inconsistent with the
provisions of these By-Laws.
ARTICLE V OFFICERS
Section 1. Officers. The officers of the Trust shall be a President, a
Secretary, and a Treasurer. The Trust may also have, at the discretion of the
Trustees, one or more Vice Presidents, one or more Assistant Secretaries, one or
more Assistant Treasurers, and such other officers as may be appointed in
accordance with the provisions of Section 3 of this Article V. Any number of
offices may be held by the same person. Any officer may be, but need not be, a
Trustee or Shareholder.
Section 2. Election of Officers. The officers of the Trust, except such
officers as may be appointed in accordance with the provisions of Section 3 or
Section 5 of this Article V, shall be chosen by the Trustees, and each shall
serve at the pleasure of the Trustees, subject to the rights, if any, of an
officer under any contract of employment.
Section 3. Subordinate Officers. The Trustees may appoint and may empower
the President to appoint such other officers as the business of the Trust may
require, each of whom shall hold office for such period, have such authority and
perform such duties as are provided in these By-Laws or as the Trustees may from
time to time determine.
Section 4. Removal and Resignation of Officers. Subject to the rights, if
any, of an officer under any contract of employment, any officer may be removed,
either with or without cause, by the Trustees at any regular or special meeting
of the Trustees or by such officer upon whom such power of removal may be
conferred by the Trustees.
Any officer may resign at any time by giving written notice to the Trust.
Any resignation shall take effect at the date of the receipt of that notice or
at any later time specified in that notice; and unless otherwise specified in
that notice, the acceptance of the resignation shall not be necessary to make it
effective. Any resignation is without prejudice to the rights, if any, of the
Trust under any contract to which the officer is a party.
Section 5. Vacancies in Offices. A vacancy in any office because of death,
resignation, removal, disqualification or other cause shall be filled in the
manner prescribed in these By-Laws for regular appointment to that office. The
President may make temporary appointments to a vacant office pending action by
the Trustees.
Section 6. President. The President shall be the chief operating and chief
executive officer of the Trust and shall, subject to the control of the
Trustees, have general supervision, direction and control of the business and
the officers of the Trust. He or she or his or her designee, shall preside at
all meetings of the Shareholders. He or she shall have the general powers and
duties of a president of a corporation and shall have such other powers and
duties as may be prescribed by the Trustees, the Declaration of Trust or these
By-Laws.
Section 7. Vice Presidents. In the absence or disability of the President,
any Vice President, unless there is an Executive Vice President, shall perform
all the duties of the President and when so acting shall have all powers of and
be subject to all the restrictions upon the President. The Executive Vice
President or Vice Presidents, whichever the case may be, shall have such other
powers and shall perform such other duties as from time to time may be
prescribed for them respectively by the Trustees or the President or by these
By-Laws.
Section 8. Secretary. The Secretary shall keep or cause to be kept at the
principal executive office of the Trust, or such other place as the Trustees may
direct, a book of minutes of all meetings and actions of Trustees, committees of
Trustees and Shareholders with the time and place of holding, whether regular or
special, and if special, how authorized, the notice given, the names of those
present at Trustees' meetings or committee meetings, the number of Shares
present or represented at meetings of Shareholders and the proceedings of the
meetings.
The Secretary shall keep or cause to be kept at the principal executive
office of the Trust or at the office of the Trust's transfer agent or registrar,
a share register or a duplicate share register showing the names of all
Shareholders and their addresses, the number and classes of Shares held by each,
the number and date of certificates issued for the same and the number and date
of cancellation of every certificate surrendered for cancellation.
The Secretary shall give or cause to be given notice of all meetings of the
Shareholders and of the Trustees (or committees thereof) required to be given by
these By-Laws or by applicable law and shall have such other powers and perform
such other duties as may be prescribed by the Trustees or by these By-Laws.
Section 9. Treasurer. The Treasurer shall be the chief financial officer
and chief accounting officer of the Trust and shall keep and maintain or cause
to be kept and maintained adequate and correct books and records of accounts of
the properties and business transactions of the Trust and each Series or Class
thereof, including accounts of the assets, liabilities, receipts, disbursements,
gains, losses, capital and retained earnings of all Series or Classes thereof.
The books of account shall at all reasonable times be open to inspection by any
Trustee.
The Treasurer shall deposit all monies and other valuables in the name and
to the credit of the Trust with such depositaries as may be designated by the
Board of Trustees. He or she shall disburse the funds of the Trust as may be
ordered by the Trustees, shall render to the President and Trustees, whenever
they request it, an account of all of his or her transactions as chief financial
officer and of the financial condition of the Trust and shall have other powers
and perform such other duties as may be prescribed by the Trustees or these
By-Laws.
ARTICLE VI INSPECTION OF RECORDS AND REPORTS
Section 1. Inspection by Shareholders. The Trustees shall from time to time
determine whether and to what extent, and at what times and places, and under
what conditions and regulations the accounts and books of the Trust or any of
them shall be open to the inspection of the Shareholders; and no Shareholder
shall have any right to inspect any account or book or document of the Trust
except as conferred by law or otherwise by the Trustees or by resolution of the
Shareholders.
Section 2. Inspection by Trustees. Every Trustee shall have the absolute
right at any reasonable time to inspect all books, records, and documents of
every kind and the physical properties of the Trust. This inspection by a
Trustee may be made in person or by an agent or attorney and the right of
inspection includes the right to copy and make extracts of documents.
ARTICLE VII GENERAL MATTERS
Section 1. Checks, Drafts, Evidences of Indebtedness. All checks,
drafts, or other orders for payment of money, notes or other evidences of
indebtedness issued in the name of or payable to the Trust shall be signed or
endorsed in such manner and by such person or persons as shall be designated
from time to time in accordance with the resolution of the Board of Trustees.
Section 2. Contracts and Instruments: How Executed. The Trustees, except as
otherwise provided in these By-Laws, may authorize any officer or officers,
agent or agents, to enter into any contract or execute any instrument in the
name of and on behalf of the Trust and this authority may be general or confined
to specific instances; and unless so authorized or ratified by the Trustees or
within the agency power of an officer, no officer, agent, or employee shall have
any power or authority to bind the Trust by any contract or engagement or to
pledge its credit or to render it liable for any purpose or for any amount.
Section 3. Fiscal Year. The fiscal year of each series of the Trust shall
be fixed and refixed or changed from time to time by the Trustees.
Section 4. Seal. The seal of the Trust shall consist of a flat-faced dye
with the name of the Trust cut or engraved thereon. However, unless otherwise
required by the Trustees, the seal shall not be necessary to be placed on, and
its absence shall not impair the validity of, any document, instrument or other
paper executed and delivered by or on behalf of the Trust.
ARTICLE VIII AMENDMENTS
Section 1. Amendment. Except as otherwise provided by applicable law or by
the Declaration of Trust, these By-Laws may be restated, amended, supplemented
or repealed by a majority vote of the Trustees.
INVESTMENT ADVISORY AND MANAGEMENT AGREEMENT
AGREEMENT made the day of 1997, by and between EVERGREEN SELECT FIXED
INCOME TRUST, a Delaware business trust (the "Trust") and FIRST CAPITAL GROUP OF
FIRST UNION NATIONAL BANK, a national banking association (the "Adviser").
WHEREAS, the Trust and the Adviser wish to enter into an Agreement setting
forth the terms on which the Adviser will perform certain services for the
Trust, its series of shares as listed on Schedule 1 to this agreement and each
series of shares subsequently issued by the Trust (each singly a "Fund" or
collectively the "Funds").
THEREFORE, in consideration of the promises and the mutual agreements
hereinafter contained, the Trust and the Adviser agree as follows:
1. (a) The Trust hereby employs the Adviser to manage and administer the
operation of the Trust and each of its Funds, to supervise the provision of the
services to the Trust and each of its Funds by others, and to manage the
investment and reinvestment of the assets of each Fund of the Trust in
conformity with such Fund's investment objectives and restrictions as may be set
forth from time to time in the Fund's then current prospectus and statement of
additional information, if any, and other governing documents, all subject to
the supervision of the Board of Trustees of the Trust, for the period and on the
terms set forth in this Agreement. The Adviser hereby accepts such employment
and agrees during such period, at its own expense, to render the services and to
assume the obligations set forth herein, for the compensation provided herein.
The Adviser shall for all purposes herein be deemed to be an independent
contractor and shall, unless otherwise expressly provided or authorized, have no
authority to act for or represent the Trust in any way or otherwise be deemed an
agent of the Trust.
(b) In the event that the Trust establishes one or more Funds, in addition
to the Funds listed on Schedule 1, for which it wishes the Adviser to perform
services hereunder, it shall notify the Adviser in writing. If the Adviser is
willing to render such services, it shall notify the Trust in writing and such
Fund shall become a Fund hereunder and the compensation payable to the Adviser
by the new Fund will be as agreed in writing at the time.
2. The Adviser shall place all orders for the purchase and sale of
portfolio securities for the account of each Fund with broker-dealers selected
by the Adviser. In executing portfolio transactions and selecting
broker-dealers, the Adviser will use its best efforts to seek best execution on
behalf of each Fund. In assessing the best execution available for any
transaction, the Adviser shall consider all factors it deems relevant, including
the breadth of the market in the security, the price of the security, the
financial condition and execution capability of the broker-dealer, and the
reasonableness of the commission, if any (all for the specific transaction and
on a continuing basis). In evaluating the best execution available, and in
selecting the broker-dealer to execute a particular transaction, the Adviser may
also consider the brokerage and research services (as those terms are used in
Section 28(e) of the Securities Exchange Act of 1934 (the "1934 Act")) provided
to a Fund and/or other accounts over which the Adviser or an affiliate of the
Adviser exercises investment discretion. The Adviser is authorized to pay a
broker-dealer who provides such brokerage and research services a commission for
executing a portfolio transaction for a Fund which is in excess of the amount of
commission another broker-dealer would have charged for effecting that
transaction if, but only if, the Adviser determines in good faith that such
commission was reasonable in relation to the value of the brokerage and research
services provided by such broker-dealer viewed in terms of that particular
transaction or in terms of all of the accounts over which investment discretion
is so exercised.
3. The Adviser, at its own expense, shall furnish to the Trust office space
in the offices of the Adviser or in such other place as may be agreed upon by
the parties from time to time, all necessary office facilities, equipment and
personnel in connection with its services hereunder, and shall arrange, if
desired by the Trust, for members of the Adviser's organization to serve without
salaries from the Trust as officers or, as may be agreed from time to time, as
agents of the Trust.
The Adviser assumes and shall pay or reimburse the Trust for:
(a) the compensation (if any) of the Trustees of the Trust who are
affiliated with the Adviser or with its affiliates, or with any adviser retained
by the Adviser, and of all officers of the Trust as such, and
(b) all expenses of the Adviser incurred in connection with its services
hereunder.
The Trust assumes and shall pay all other expenses of the Trust and its
Funds, including, without limitation:
(a) all charges and expenses of any custodian or depository appointed by
the Trust for the safekeeping of the cash, securities and other property of any
of its Funds;
(b) all charges and expenses for bookkeeping and auditors;
(c) all charges and expenses of any transfer agents and registrars
appointed by the Trust;
(d) all fees of all Trustees of the Trust who are not affiliated with the
Adviser or any of its affiliates, or with any adviser retained by the Adviser;
(e) all brokers' fees, expenses, and commissions and issue and transfer
taxes chargeable to a Fund in connection with transactions involving securities
and other property to which the Fund is a party;
(f) all costs and expenses of distribution of shares of its Funds incurred
pursuant to Plans of Distribution adopted under Rule 12b-1 under the Investment
Company Act of 1940 ("1940 Act");
(g) all taxes and trust fees payable by the Trust or its Funds to Federal,
state, or other governmental agencies;
(h) all costs of certificates representing shares of the Trust or its
Funds;
(i) all fees and expenses involved in registering and maintaining
registrations of the Trust, its Funds and of their shares with the Securities
and Exchange Commission (the "Commission") and registering or qualifying the
Funds' shares under state or other securities laws, including, without
limitation, the preparation and printing of registration statements,
prospectuses, and statements of additional information for filing with the
Commission and other authorities;
(j) expenses of preparing, printing, and mailing prospectuses and
statements of additional information to shareholders of each Fund of the Trust;
(k) all expenses of shareholders' and Trustees' meetings and of preparing,
printing, and mailing notices, reports, and proxy materials to shareholders of
the Funds;
(l) all charges and expenses of legal counsel for the Trust and its Funds
and for Trustees of the Trust in connection with legal matters relating to the
Trust and its Funds, including, without limitation, legal services rendered in
connection with the Trust and its Funds' existence, trust, and financial
structure and relations with its shareholders, registrations and qualifications
of securities under Federal, state, and other laws, issues of securities,
expenses which the Trust and its Funds has herein assumed, whether customary or
not, and extraordinary matters, including, without limitation, any litigation
involving the Trust and its Funds, its Trustees, officers, employees, or agents;
(m) all charges and expenses of filing annual and other reports with the
Commission and other authorities; and
(n) all extraordinary expenses and charges of the Trust and its Funds.
In the event that the Adviser provides any of these services or pays any of
these expenses, the Trust and any affected Fund will promptly reimburse the
Adviser therefor.
The services of the Adviser to the Trust and its Funds hereunder are not to
be deemed exclusive, and the Adviser shall be free to render similar services to
others.
4. As compensation for the Adviser's services to the Trust with respect to
each Fund during the period of this Agreement, the Trust will pay to the Adviser
a fee at the annual rate set forth on Schedule 2 for such Fund.
The Adviser's fee is computed as of the close of business on each business
day.
A pro rata portion of the Trust's fee with respect to a Fund shall be
payable in arrears at the end of each day or calendar month as the Adviser may
from time to time specify to the Trust. If and when this Agreement terminates,
any compensation payable hereunder for the period ending with the date of such
termination shall be payable upon such termination.
Amounts payable hereunder shall be promptly paid when due.
5. The Adviser may enter into an agreement to retain, at its own expense, a
firm or firms ("SubAdviser") to provide the Trust with respect to all or any of
its Funds all of the services to be provided by the Adviser hereunder, if such
agreement is approved as required by law. Such agreement may delegate to such
SubAdviser all of Adviser's rights, obligations, and duties hereunder.
6. The Adviser shall not be liable for any error of judgment or mistake of
law or for any loss suffered by the Trust or any of its Funds in connection with
the performance of this Agreement, except a loss resulting from the Adviser's
willful misfeasance, bad faith, gross negligence, or from reckless disregard by
it of its obligations and duties under this Agreement. Any person, even though
also an officer, Director, partner, employee, or agent of the Adviser, who may
be or become an officer, Trustee, employee, or agent of the Trust, shall be
deemed, when rendering services to the Trust or any of its Funds or acting on
any business of the Trust or any of its Funds (other than services or business
in connection with the Adviser's duties hereunder), to be rendering such
services to or acting solely for the Trust or any of its Funds and not as an
officer, Director, partner, employee, or agent or one under the control or
direction of the Adviser even though paid by it.
7. The Trust shall cause the books and accounts of each of its Funds to
be audited at least once each year by a reputable independent public accountant
or organization of public accountant or organization of public accountants who
shall render a report to the Trust.
8. Subject to and in accordance with the Declaration of Trust of the Trust,
the governing documents of the Adviser and the governing documents of any
SubAdviser, it is understood that Trustees, Directors, officers, agents and
shareholders of the Trust or any Adviser are or may be interested in the Adviser
(or any successor thereof) as Directors and officers of the Adviser or its
affiliates, as stockholders of First Union Corporation or otherwise; that
Directors, officers and agents of the Adviser and its affiliates or stockholders
of First Union Corporation are or may be interested in the Trust or any Adviser
as Trustees, Directors, officers, shareholders or otherwise; that the Adviser
(or any such successor) is or may be interested in the Trust or any SubAdviser
as shareholder, or otherwise; and that the effect of any such adverse interests
shall be governed by the Declaration of Trust of the Trust, governing documents
of the Adviser and governing documents of any SubAdviser.
9. This Agreement shall continue in effect for two years from the date set
forth above and after such date (a) such continuance is specifically approved at
least annually by the Board of Trustees of the Trust or by a vote of a majority
of the outstanding voting securities of the Trust, and (b) such renewal has been
approved by the vote of the majority of Trustees of the Trust who are not
interested persons, as that term is defined in the 1940 Act, of the Adviser or
of the Trust, cast in person at a meeting called for the purpose of voting on
such approval.
10. On sixty days' written notice to the Adviser, this Agreement may be
terminated at any time without the payment of any penalty by the Board of
Trustees of the Trust or by vote of the holders of a majority of the outstanding
voting securities of the unaffected Funds; and on sixty days' written notice to
the Trust, this Agreement may be terminated at any time without the payment of
any penalty by the Adviser. This Agreement shall automatically terminate upon
its assignment (as that term is defined in the 1940 Act). Any notice under this
Agreement shall be given in writing, addressed and delivered, or mailed postage
prepaid, to the other party at the main office of such party.
11. This Agreement may be amended at any time by an instrument in writing
executed by both parties hereto or their respective successors, provided that
with regard to amendments of substance such execution by the Trust shall have
been first approved by the vote of the holders of a majority of the outstanding
voting securities of the affected Funds and by the vote of a majority of
Trustees of the Trust who are not interested persons (as that term is defined in
the 1940 Act) of the Adviser, any predecessor of the Adviser, or of the Trust,
cast in person at a meeting called for the purpose of voting on such approval. A
"majority of the outstanding voting securities of the Trust or the affected
Funds" shall have, for all purposes of this Agreement, the meaning provided
therefor in the 1940 Act.
12. Any compensation payable to the Adviser hereunder for any period other
than a full year shall be proportionately adjusted.
13. The provisions of this Agreement shall be governed, construed, and
enforced in accordance with the laws of The State of Delaware.
IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement on
the day and year first above written.
EVERGREEN SELECT FIXED INCOME TRUST
By:
Name:
Title:
FIRST UNION NATIONAL BANK
By:
Name:
Title:
SCHEDULE 1
Evergreen Select Core Bond Fund
Evergreen Select Fixed Income Fund
Evergreen Select Income Plus Fund
Evergreen Select Intermediate Bond Fund
Evergreen Select Intermediate Tax Exempt Bond Fund
Evergreen Select Limited Duration Fund
SCHEDULE 2
Each Fund shall pay the First Capital Group of First Union National Bank an
annual fee based on the Fund's average daily net assets as provided below:
Fund Annual Advisory Fee
Evergreen Select Core Bond Fund 0.40%
Evergreen Select Fixed Income Fund 0.50%
Evergreen Select Income Plus Fund 0.50%
Evergreen Select Intermediate Bond Fund 0.40%
Evergreen Select Intermediate Tax-Exempt Bond Fund 0.60%
Evergreen Select Limited Duration Fund 0.30%
PRINCIPAL UNDERWRITING AGREEMENT
INSTITUTIONAL SERVICE SHARES
AGREEMENT effective this day of __ , 199_ by and between each of the
parties listed on Exhibit A attached hereto and made a part hereof, each for
itself and not jointly (each a "Fund"), and Evergreen Distributor, Inc., a
Delaware corporation ("Principal Underwriter").
It is hereby mutually agreed as follows:
1. The Fund hereby appoints Principal Underwriter a principal underwriter
of the Institutional Service shares of beneficial interest of the Fund
("Shares") as an independent contractor upon the terms and conditions
hereinafter set forth. Except as the Fund may from time to time agree, Principal
Underwriter will act as agent for the Fund and not as principal.
2. Principal Underwriter will use its best efforts to find purchasers for
the Shares, to promote distribution of the Shares and may obtain orders from
brokers, dealers or other persons for sales of Shares to them. No such broker,
dealer or other person shall have any authority to act as agent for the Fund;
such dealer, broker or other person shall act only as principal in the sale of
Shares.
3. Sales of Shares by Principal Underwriter shall be at the applicable
public offering price determined in the manner set forth in the prospectus
and/or statement of additional information of the Fund current at the time of
the Fund's acceptance of the order for Shares; provided that Principal
Underwriter also shall have the right to sell Shares at net asset value, if such
sale is permissible under and consistent with applicable statutes, rules,
regulations and orders. All orders shall be subject to acceptance by the Fund,
and the Fund reserves the right in its sole discretion to reject any order
received. The Fund shall not be liable to anyone for failure to accept any
order.
4. On all sales of Shares, the Fund shall receive the current net asset
value, and Principal Underwriter shall be entitled to receive commission
payments for sales of Class A and C Shares (as set forth on Exhibit B attached
hereto and made a part hereof).
5. The payment provisions of this Agreement shall be applicable to the
extent necessary to enable the Fund to comply with the obligation of the Fund to
pay Principal Underwriter in accordance with this Agreement in respect of Class
C Shares and shall remain in effect so long as any payments are required to be
made by the Fund pursuant to the irrevocable payment instruction under the
Master Sale Agreement between Principal Underwriter and Mutual Fund Funding
1994-1 dated as of December 6, 1996 (the "Master Sale Agreement").
6. Payment to the Fund for Shares shall be in New York or Boston Clearing
House funds received by Principal Underwriter within (3) business days after
notice of acceptance of the purchase order and the amount of the applicable
public offering price has been given to the purchaser. If such payment is not
received within such 3-day period, the Fund reserves the right, without further
notice, forthwith to cancel its acceptance of any such order. The Fund shall pay
such issue taxes as may be required by law in connection with the issue of the
Shares.
7. Principal Underwriter shall not make in connection with any sale or
solicitation of a sale of the Shares any representations concerning the Shares
except those contained in the then current prospectus and/or statement of
additional information covering the Shares and in printed information approved
by the Fund as information supplemental to such prospectus and statement of
additional information. Copies of the then current prospectus and statement of
additional information will be supplied by the Fund to Principal Underwriter in
reasonable quantities upon request.
8. Principal Underwriter agrees to comply with the Business Conduct Rules
of the National Association of Securities Dealers, Inc.
9. The Fund appoints Principal Underwriter as its agent to accept orders
for redemptions and repurchases of Shares at values and in the manner determined
in accordance with the then current prospectus and/or statement of additional
information of the Fund.
10. The Fund agrees to indemnify and hold harmless the Principal
Underwriter, its officers and Directors and each person, if any, who controls
the Principal Underwriter within the meaning of Section 15 of the Securities Act
of 1933 ("1933 Act"), against any losses, claims, damages, liabilities and
expenses (including the cost of any legal fees incurred in connection therewith)
which the Principal Underwriter, its officers, Directors or any such controlling
person may incur under the 1933 Act, under any other statute, at common law or
otherwise, arising out of or based upon
a) any untrue statement or alleged untrue statement of a material fact
contained in the Fund's registration statement, prospectus or statement of
additional information (including amendments and supplements thereto), or
b) any omission or alleged omission to state a material fact required to be
stated in the Fund's registration statement, prospectus or statement of
additional information necessary to make the statements therein not misleading,
provided, however, that insofar as losses, claims, damages, liabilities or
expenses arise out of or are based upon any such untrue statement or omission or
alleged untrue statement or omission made in reliance and in conformity with
information furnished to the Fund by the Principal Underwriter for use in the
Fund's registration statement, prospectus or statement of additional
information, such indemnification is not applicable. In no case shall the Fund
indemnify the Principal Underwriter or its controlling person as to any amounts
incurred for any liability arising out of or based upon any action for which the
Principal Underwriter, its officers and Directors or any controlling person
would otherwise be subject to liability by reason of willful misfeasance, bad
faith or gross negligence in the performance of its duties or by reason of the
reckless disregard of its obligations and duties under this Agreement.
11. The Principal Underwriter agrees to indemnify and hold harmless the
Fund, its officers, Trustees and each person, if any, who controls the Fund
within the meaning of Section 15 of the 1933 Act against any loss, claims,
damages, liabilities and expenses (including the cost of any legal fees incurred
in connection therewith) which the Fund, its officers, Trustees or any such
controlling person may incur under the 1933 Act, under any other statute, at
common law or otherwise arising out of the acquisition of any Shares by any
person which
a) may be based upon any wrongful act by the Principal Underwriter or any
of its employees or representatives, or
b) may be based upon any untrue statement or alleged untrue statement of a
material fact contained in the Fund's registration statement, prospectus or
statement of additional information (including amendments and supplements
thereto), or any omission or alleged omission to state a material fact required
to be stated therein or necessary to make the statements therein not misleading,
if such statement or omission was made in reliance upon information furnished or
confirmed in writing to the Fund by the Principal Underwriter.
12. The Fund agrees to execute such papers and to do such acts and things
as shall from time to time be reasonably requested by Principal Underwriter for
the purpose of qualifying the Shares for sale under the so-called "blue sky"
laws of any state or for registering Shares under the 1933 Act or the Fund under
the Investment Company Act of 1940 ("1940 Act"). Principal Underwriter shall
bear the expense of preparing, printing and distributing advertising, sales
literature, prospectuses and statements of additional information. The Fund
shall bear the expense of registering Shares under the 1933 Act and the Fund
under the 1940 Act, qualifying Shares for sale under the so-called "blue sky"
laws of any state, the preparation and printing of prospectuses, statements of
additional information and reports required to be filed with the Securities and
Exchange Commission and other authorities, the preparation, printing and mailing
of prospectuses and statements of additional information to shareholders of the
Fund and the direct expenses of the issue of Shares.
13. To the extent required by the Fund's 12b-1 Plans, Principal Underwriter
shall provide to the Board of Trustees of the Fund in connection with such 12b-1
Plans, not less than quarterly, a written report of the amounts expended
pursuant to such 12b-1 Plans and the purposes for which such expenditures were
made.
14. The term of this Agreement shall begin on the date hereof and, unless
sooner terminated or continued as provided below, shall expire after two years.
This Agreement shall continue in effect after such term if its continuance is
specifically approved by a majority of the Trustees of the Fund and a majority
of the 12b-1 Trustees referred to in the 12b-1 Plans of the Fund ("Rule 12b-1
Trustees") at least annually in accordance with the 1940 Act and the rules and
regulations thereunder.
This Agreement may be terminated at any time, without payment of any
penalty, by vote of a majority of any Rule 12b-1 Trustees or by a vote of a
majority of the Fund's outstanding Shares on not more than sixty (60) days
written notice to any other party to the Agreement; and shall terminate
automatically in the event of its assignment (as defined in the 1940 Act).
15. This Agreement shall be construed in accordance with the laws of The
Commonwealth of Massachusetts. All sales hereunder are to be made and title to
the Shares shall pass, in Boston, Massachusetts.
16. The Fund is a series of a Delaware business trust established under a
Declaration of Trust, as it may be amended from time to time. The obligations of
the Fund are not personally binding upon, nor shall recourse be had against, the
private property of any of the Trustees, shareholders, officers, employees or
agents of the Fund, but only the property of the Fund shall be bound.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their respective officers thereunto duly authorized at Boston,
Massachusetts, on the day and year first written above.
[LIST FUNDS]
By:
EVERGREEN DISTRIBUTOR, INC.
By:
<PAGE>
EXHIBIT A
TO
PRINCIPAL UNDERWRITING AGREEMENT
FOR INSTITUTIONAL SERVICE SHARES
OF
[NAME OF FUND]
<PAGE>
EXHIBIT B
TO
PRINCIPAL UNDERWRITING AGREEMENT
FOR INSTITUTIONAL SERVICE SHARES
DATED
, 199__
Schedule of Commissions
Class A Shares Up to 0.25% annually of the average daily net asset
value of Class A shares of a Fund
Class C Shares Up to 1.00% annually of the average daily net asset
value of Class C shares of a Fund, consisting of commissions at
the annual rate of 0.75% of the average daily net asset value
of a Fund and service fees of 0.25% of the average daily net
asset value of a Fund
INSTITUTIONAL SHARES AGREEMENT
AGREEMENT, made as of the day of , 199 , by and between the (the "Trust")
and Evergreen Distributor, Inc. ("EDI")
WHEREAS, The Trust, has adopted one or more Plans of Distribution with
respect to certain Classes of shares of its separate investment series (each a
"Plan", or collectively the "Plans") pursuant to Rule 12b-1 under the Investment
Company Act of 1940, as amended (the "1940 Act") which Plans authorize the Trust
on behalf of the Funds to enter into agreements regarding the distribution of
such Classes of shares (the "Shares") of the separate investment series of the
Trust (the "Funds") set forth on Exhibit A; and
WHEREAS, the Trust has agreed that Evergreen Distributor, Inc. (the
"Distributor"), a Delaware corporation, shall act as the distributor of the
Shares; and
WHEREAS, the Distributor agrees to act as distributor of the Shares for the
period of this Distribution Agreement (the "Agreement");
NOW, THEREFORE, in consideration of the agreements hereinafter
contained, it is agreed as follows:
1. SERVICES AS DISTRIBUTOR.
1.1. The Distributor agrees to use appropriate efforts to promote each Fund
and to solicit orders for the purchase of Shares and will undertake such
advertising and promotion as it believes reasonable in connection with such
solicitation. The services to be performed hereunder by the Distributor are
described in more detail in Section 7 hereof. In the event that the Trust
establishes additional investment series with respect to which it desires to
retain the Distributor to act as distributor for Class B shares hereunder, it
shall promptly notify the Distributor in writing. If the Distributor is willing
to render such services it shall notify the Trust in writing whereupon such
portfolio shall become a Fund and its Class B shares shall become Shares
hereunder.
1.2. All activities by the Distributor and its agents and employees as the
distributor of Shares shall comply with all applicable laws, rules and
regulations, including, without limitation, all rules and regulations made or
adopted pursuant to the 1940 Act by the Securities and Exchange Commission (the
"Commission") or any securities association registered under the Securities
Exchange Act of 1934, as amended.
1.3 In selling the Shares, the Distributor shall use its best efforts in
all respects duly to conform with the requirements of all federal and state laws
relating to the sale of such securities. Neither the Distributor, any selected
dealer or any other person is authorized by the Trust to give any information or
to make any representations, other than those contained in the Trust's
registration statement (the "Registration Statement") or related Fund prospectus
and statement of additional information ("Prospectus and Statement of Additional
Information") and any sales literature specifically approved by the Trust.
1.4 The Distributor shall adopt and follow procedures, as approved by the
officers of the Trust, for the confirmation of sales to investors and selected
dealers, the collection of amounts payable by investors and selected dealers on
such sales, and the cancellation of unsettled transactions, as may be necessary
to comply with the requirements of the National Association of Securities
Dealers, Inc. (the "NASD"), as such requirements may from time to time exist.
1.5. The Distributor will transmit any orders received by it for purchase
or redemption of Shares to the transfer agent and custodian for the applicable
Fund.
1.6. Whenever in their judgment such action is warranted by unusual market,
economic or political conditions, or by abnormal circumstances of any kind, the
Trust's officers may decline to accept any orders for, or make any sales of
Shares until such time as those officers deem it advisable to accept such orders
and to make such sales.
1.7. The Distributor will act only on its own behalf as principal if it
chooses to enter into selling agreements with selected dealers or others. The
Distributor shall offer and sell Shares only to such selected dealers as are
members, in good standing, of the NASD.
1.8 The Distributor agrees to adopt compliance standards, in a form
satisfactory to the Trust, governing the operation of the multiple class
distribution system under which Shares are offered.
2. DUTIES OF THE TRUST.
2.1. The Trust agrees at its own expense to execute any and all documents
and to furnish, at its own expense, any and all information and otherwise to
take all actions that may be reasonably necessary in connection with the
qualification of Shares for sale in such states as the Trust and the Distributor
may designate.
2.2. The Trust shall furnish from time to time, for use in connection with
the sale of Shares such information with respect to the Funds and the Shares as
the Distributor may reasonably request; and the Trust warrants that any such
information shall be true and correct. Upon request, the Trust shall also
provide or cause to be provided to the Distributor: (a) unaudited semi-annual
statements of each Fund's books and accounts, (b) quarterly earnings statements
of each Fund, (c) a monthly itemized list of the securities in each Fund, (d)
monthly balance sheets as soon as practicable after the end of each month, and
(e) from time to time such additional. information regarding each Fund's
financial condition as the Distributor may reasonably request.
3. REPRESENTATIONS OF THE TRUST.
3.1. The Trust represents to the Distributor that it is registered under
the 1940 Act and that the Shares of each of the Funds have been registered under
the Securities Act of 1933, as amended (the "Securities Act"). The Trust will
file such amendments to its Registration Statement as may be required and will
use its best efforts to ensure that such Registration Statement remains
accurate.
4. INDEMNIFICATION.
4.1 The Trust shall indemnify and hold harmless the Distributor, its
Officers and Directors, and each person, if any, who controls the Distributor
within the meaning of Section 15 of the Securities Act against any loss,
liability, claim, damage or expense (including the reasonable cost of
investigating or defending any alleged loss, liability, claim, damage or expense
and reasonable counsel fees incurred in connection therewith), which the
Distributor or such Officer and Director or controlling person may incur under
the Securities Act or under common law or otherwise, arising out of or based
upon any untrue statement, or alleged untrue statement, of a material fact
contained in the Registration Statement, as from time to time amended or
supplemented, any prospectus or annual or interim report to shareholders of the
Trust, or arising out of or based upon any omission, or alleged omission, to
state a material fact required to be stated therein or necessary in order to
make the statements therein, in the light of the circumstances under which they
were made, not misleading, unless such statement or omission was made in
reliance upon, and in conformity with, information furnished to the Trust in
connection therewith by or on behalf of the Distributor, provided, however, that
in no case (i) is the indemnification of the Trust in favor of the Distributor,
its Officer and Directors, or any such controlling persons to be deemed to
protect such Distributor, any Officer or Director thereof, or any such
controlling persons thereof against any liability to the Trust of each Fund or
any securities holders thereof to which the Distributor any Officer or Director
thereof, or any such controlling persons would otherwise be subject by reason of
willful misfeasance, bad faith or gross negligence in the performance of their
duties or by reason of the reckless disregard of their obligations and duties
under this Agreement; or (ii) is the Trust to be liable under its indemnity
agreement contained in this paragraph with respect to any claim made against the
Distributor or any such controlling persons, unless the Distributor or such
controlling person, as the case maybe, shall have notified the Trust in writing
within a reasonable time after the summons or other first legal process giving
information of the nature of the claim shall have been served upon the
Distributor or such controlling persons (or after the Distributor or such
controlling persons shall have received notice of such service on any designated
agent), but failure to notify the Trust of any such claim shall not relieve it
from any liability which it may have to the person against whom such action it
brought otherwise than on account of its indemnity agreement contained in this
paragraph. The Trust will be entitled to participate at its own expense in the
defense, or, if it so elects, to assume the defense of any suit brought to
enforce any such liability, but if the Trust elects to assume the defense, such
defense shall be conducted by counsel chosen by it and satisfactory to the
Distributor or such controlling person or persons, defendant or defendants in
the suit. In the event the Trust elects to assume the defense of any such suit
and retain such counsel, the Distributor or such controlling person or persons,
defendant or defendants in the suit, shall bear the fees and expenses of any
additional counsel retained by them, but, in case the Trust does not elect to
assume the defense of any such suit, it will reimburse the Distributor or such
controlling person or persons, defendant or defendants in the suit, for the
reasonable fees and expenses of any counsel retained by them. The Trust shall
promptly notify the Distributor of the commencement of any litigation or
proceeding against it or any of its officers or directors in connection with the
issuance or sale of any of the shares.
4.2 The Distributor shall indemnify and hold harmless the Trust and each of
its directors and officers and each person, if any, who controls the Trust
against any loss, liability, claim, damage or expense described in the foregoing
indemnity contained in paragraph 4.1, but only with respect to statements or
omissions made in reliance upon , and in conformity with, information furnished
to the Trust in writing by or on behalf of the Distributor for uses in
connection with the Registration Statement, as from time to time amended, or the
annual or interim reports to shareholders. In case any action shall be brought
against the Trust or any persons so indemnified, in respect of which indemnity
may be sought against the Distributor, the Distributor shall have rights and
duties given to the Trust, and the Trust and each person so indemnified shall
have the rights and duties given to the Distributor by the provisions of
paragraph 4.1.
5. OFFERING OF SHARES.
5.1. None of the Shares shall be offered by either the Distributor or the
Trust under any of the provisions of this Agreement, and no orders for the
purchase or sale of Shares hereunder shall be accepted by the Trust, if and so
long as the effectiveness of the registration statement then in effect or any
necessary amendments thereto shall be suspended under any of the provisions of
the Securities Act or if and so long as a current prospectus and statement of
additional information as required by Section 10(b)(2) of the Securities Act, as
amended, is not on file with the Commission; provided, however, that nothing
contained in this paragraph 5.1 shall in any way restrict or have any
application to or bearing upon the Trust's obligation to repurchase Shares from
any shareholder in accordance with the provisions of the prospectus of each Fund
or the Trust's prospectus or Declaration of Trust.
6. AMENDMENTS TO REGISTRATION STATEMENT AND OTHER MATERIAL EVENTS.
6.1. The Trust agrees to advise the Distributor as soon as reasonably
practical by a notice in writing delivered to the Distributor: (a) of any
request or action taken by the Commission which is material to the Distributor's
obligations hereunder or (b) any material fact of which the Trust becomes aware
which affects the Distributor's obligations hereunder.
For purposes of this section, informal requests by or acts of the Staff of
the Commission shall not be deemed actions of or requests by the Commission.
7. COMPENSATION OF DISTRIBUTOR.
7.1 (a) On all sales of Shares of the Fund shall receive the current net
asset value. The Trust in respect of each Fund shall pay to the Distributor the
Distributor's Allocable Portion (as defined below) of a fee (the "Distribution
Fee") in respect of the Shares of each such Fund at the rate of .75% per annum
of the average daily net asset value of the Shares of such Fund, subject to the
limitation on the maximum amount of such fees under the Business Conduct Rules
as applicable to such Distribution Fee on the date hereof, as compensation to
the Distributor for its services in connection with the offer and sale of Shares
and shall also pay to the Distributor contingent deferred sales charges ("CDSC")
as set forth in the Fund's current Prospectus and Statement of Additional
Information, and as required by this Agreement. The Distributor shall also
receive payments consisting of shareholder service fees ("Service Fees") at the
rate of .25% per annum of the average daily net asset value of the Shares. The
Distributor may allow all or a part of said Distribution Fee and CDSCs received
by it (and not paid to others as hereinafter provided) to such brokers, dealers
or other persons as Distributor may determine. The Distributor may also pay
Service Fees to brokers, dealers or other persons providing services to
shareholders.
(b) The provisions of this Section 7.1 shall be applicable to the extent
necessary to enable the Trust to comply with its obligations in respect of each
Fund to pay Distributor its Allocable Portion (as hereinafter described) of the
Distribution Fee paid in respect of Shares of such Fund, and shall remain in
effect with respect to the Shares so long as any payments are required to be
made by the Trust with respect to the Shares of a Fund pursuant to the
irrevocable payment instructions as defined in the Purchase and Sale Agreement
dated as of May 31, 1995 (as amended and supplemented, the "Purchase Agreement")
among the Distributor, Evergreen Keystone Investment Services, Inc., Citibank,
N.A. and Citicorp North America, Inc. and the Amended and Restated Master Sale
Agreement between the Distributor and Mutual Fund Funding 1994-1 dated as of May
5, 1997, as amended and supplemented from time to time (the "Master Sale
Agreement") (the "Irrevocable Payment Instructions").
(c) As promptly as possible after the first Business Day (as defined in the
Prospectus) following the twentieth day of each month, the Trust shall pay to
the Distributor the Distributor's Allocable Portion of the Distribution Fee, any
CDSCs and any Service Fees that may be due in respect of each Fund.
(d) The Distributor's Allocable Portion of the Distribution Fee paid by the
Trust in respect of Shares of a Fund shall mean the portion of the Asset Based
Sales Charge allocable to Distributor Shares of such Fund (as defined in
Schedule I to this Agreement) in accordance with Schedule I hereto. The Trust
agrees to cause its transfer agent to maintain the records and arrange for the
payments on behalf of the trust in respect of each Fund at the times and in the
amounts and to the accounts required by Schedule I hereto, as the same may be
amended from time to time. It is acknowledged and agreed that by virtue of the
operation of Schedule I hereto the Distributor's Allocable Portion of the
Distribution Fee paid by the Trust in respect of Shares of each Fund, may, to
the extent provided in Schedule I hereto, take into account the Distribution Fee
payable by such Fund in respect of other existing and future classes and/or
sub-classes of shares of such Fund which would be treated as "Shares: under
Schedule I hereto. The trust will limit amounts paid to any subsequent principal
underwriters of Shares of a Fund to the portion of the Asset Based Sales Charge
paid in respect of Shares attributable to such Shares which are Post-Distributor
Shares (as defined in Schedule I hereto) in accordance with Schedule I hereto.
The Trust shall cause the transfer agent and sub-transfer agents for each
Fund to withhold from redemption proceeds payable to holders of Shares of such
Fund on redemption thereof the CDSCs payable upon redemption thereof as set
forth in the then current Prospectus and/or Statement of Additional Information
of such Fund and to pay to the Distributor the Distributor's Allocable Portion
of such CDSCs paid in respect of Class B Shares of such Fund which shall be
equal to the portion thereof allocable to Distributor Shares of such Fund (as
defined in Schedule I hereto) in accordance with Schedule I hereto.
(e) The Distributor shall be considered to have completely earned the right
to the payment of its Allocable Portion of the Distribution Fee and the right to
payment over to it of its Allocable Portion of the CDSC in respect of Shares of
a Fund as provided for hereby upon the completion of the sales of each
Commission Share of such Fund (as defined in Schedule I hereto) taken into
account as a Distributor Share in computing the Distributor's Allocable Portion
in accordance with Schedule I hereto.
(f) Except as provided in Section 7(g) below in respect of the Distribution
Fee only, the Trust's obligation to pay the Distributor the Distribution Fee in
respect of a Fund and to pay over to the Distributor CDSCs provided for hereby
shall be absolute and unconditional and shall not be subject to dispute, offset,
counterclaim or any defense whatsoever (it being understood that nothing in this
sentence shall be deemed a waiver by the trust of its right separately to pursue
any claims it may have against the Distributor with respect to a Fund and
enforce such claims against any assets (other than the Distributor's right to
its Allocable Portion of the Distribution Fee and CDSCs (the "Collection
Rights")) of the Distributor.
(g) Notwithstanding anything in this Agreement to the contrary, the Trust
in respect of each Fund shall pay to the Distributor its Allocable Portion of
the Distribution Fee provided for hereby notwithstanding its termination as
Distributor for the Shares of such Fund or any termination of this Agreement and
such payment of such Distribution fee, and that obligation and the method of
computing such payment, shall not be changed or terminated except to the extent
required by any change in applicable law, including, without limitation, the
1940 Act, the Rules promulgated thereunder by the Securities and Exchange
Commission and the Business Conduct Ruled, in each case enacted or promulgated
after May 1, 1997, or in connection with a Complete Termination (as hereinafter
defined). For the purposes of this Section 7, "Complete Termination" means in
respect of a Fund a termination of such Fund's Rule 12b-1 plan for Class B
Shares involving the cessation of payments of the Distribution Fee, and the
cessation of payments of Distribution Fee pursuant to every other Rule 12b-1
plan of such Fund for every existing or future B-Class-of-Shares (as hereinafter
defined) and the Fund's discontinuance of the offering of every existing or
future B-Class-of-Shares, which conditions shall be deemed satisfied when they
are first complied with hereafter and so long thereafter as they are complied
with prior to the date upon which all of the Shares which are Distributor Shares
pursuant to Schedule I hereto shall have been redeemed or converted. For
purposes of this Section 7, the term B-Class-of-Shares means the Shares of each
Fund and each other class of shares of such Fund hereafter issued which would be
treated as Shares under Schedule I hereto or which has substantially similar
economic characteristics to the B Class of Shares taking into account the total
sales charge, CDSC or other similar charges borne directly or indirectly by the
holder of the shares of such class. The parties agree that the existing C Class
of Shares of any Fund does not have substantially similar economic
characteristics to the B-Class-of-Shares taking into account the total sales
charges, CDSCs or other similar charges borne directly or indirectly by the
holder of such shares. For purposes of clarity the parties to the Agreement
hereby state that they intend that a new installment load class of shares which
may be authorized by amendment to Rule 6(c)-10 under the 1940 Act will be
considered to be a B-class-of-Shares if it has economic characteristics
substantially similar to the economic characteristics of the existing Class B
Shares taking into account the total sale charge, CDCSs or other similar charges
borne directly or indirectly by the holder of such charges and will not be
considered to be a B-Class-of-Shares if it has economic characteristics
substantially similar to the economic characteristics of the existing Class C
shares of the Fund taking into account the total sales charge, CDSCs or other
similar charges home directly or indirectly by the holder of such shares.
(h) The Distributor may assign, sell or otherwise transfer any part of its
Allocable Portions of the Distribution Fees and CDSCs and obligations of the
Trust with respect to a Fund related thereto (but not the Distributor's
obligations to the Trust with respect to such Fund provided for in this
Agreement) to any person (an "assignee") and any such assignment shall be
effective upon written notice to the Trust by the Distributor. In connection
therewith the Trust shall pay all or any amounts in respect of its Allocable
Portions directly to the Assignee thereof as directed in a writing by the
Distributor in the Irrevocable Payment Instructions, as the same may be amended
from time to time with the consent of the Trust, and the trust shall be without
liability to any person of it pays such amounts when and as so directed, except
for underpayments of amounts actually due without any amount payable as
consequential or other damages due to such underpayment and without interest
except to the extent that delay in payment of Distribution Fee and CDSCs results
in an increase in the maximum amount allowable under the NASD Business Conduct
Rules, which increases daily at a rate of prime plus one percent per annum.
Each Fund will not, to the extent it may otherwise be empowered to do so,
change or waive any CDSC with respect to Class B Shares, except as provided in
the Fund's Prospectus or Statement of Additional Information without the
Distributor's or Assignee's consent, as applicable. Notwithstanding anything to
the contrary in this Agreement or any termination of this Agreement or the
Distributor as principal underwriter for the Shares of the Funds, the
Distributor shall be entitled to be paid its Allocable Portion of the CDSCs
whether or not a Fund's Rule 12b- 1 plan for B Shares is terminated and whether
or not any such termination is a Complete Termination, as defined above.
(i) Under this Agreement, the Distributor shall: (i) make payments to
securities dealers and others engaged in the sale of Shares; (ii) make payments
of principal and interest in connection with the financing of commission
payments made by the Distributor in connection with the sale of Shares (iii)
incur the expense of obtaining such support services, telephone facilities and
shareholder services as may reasonably be required in connection with its duties
hereunder; (iv) formulate and implement marketing and promotional activities,
including, but not limited to, direct mail promotions and television, radio,
newspaper, magazine and other mass media advertising; (v) prepare, print and
distribute sales literature; (vi) prepare, print and distribute Prospectuses of
the Funds and reports for recipients other than existing shareholders of the
Funds; and (vii) provide to the Trust such information, analyses and opinions
with respect to marketing and promotional activities as the Trust may, from time
to time, reasonably request.
(j) The Distributor shall prepare and deliver reports to the Treasurer of
the Trust on a regular, at least monthly, basis, showing the distribution
expenditures incurred by the Distributor in connection with its services
rendered pursuant to this Agreement and the Plan and the purposes therefor, as
well as any supplemental reports as the Trustees, from time to time, may
reasonably request.
(k) The Distributor may retain the difference between the current offering
price of Shares, as set forth in the current prospectus for each Fund, and net
asset value, less any reallowance that is payable in accordance with the sales
charge schedule in effect at any given time with respect to the Shares.
(l) The Distributor may retain any CDSCs payable with respect to the
redemption of any Shares, provided however, that any CDSCs received by the
Distributor shall first be applied by the Distributor or its Assignee to any
outstanding amounts payable or which may in the future be payable by the
Distributor or its Assignee under financing arrangements entered into in
connection with the payment of commissions on the sale of Shares.
8. CONFIDENTIALITY, NON-EXCLUSIVE AGENCY.
8.1. The Distributor agrees on behalf of itself and its employees to treat
confidentially and as proprietary information of the Trust all records and other
information relative to the Funds and its prior, present or potential
shareholders, and not to use such records and information for any purpose other
than performance of its responsibilities and to obtain approval in writing by
the Trust, which approval shall not be unreasonably withheld and may not be
withheld where the Distributor may be exposed to civil or criminal contempt
proceedings for failure to comply, when requested to divulge such information by
duly constituted authorities, or when so requested by the Trust.
8.2. Nothing contained in this Agreement shall prevent the Distributor, or
any affiliated person of the Distributor, from performing services similar to
those to be performed hereunder for any other person, firm, or corporation or
for its or their own accounts or for the accounts of others.
9. TERM.
9.1. This Agreement shall continue until ___________, 19__ and thereafter
for successive annual periods, provided such continuance is specifically
approved at least annually by (i) a vote of the majority of the Trustees of the
Trust and (ii) a vote of the majority of those Trustees of the Trust who are not
interested persons of the Trust and who have no direct or indirect financial
interest in the operation of the Plan, in this Agreement or any agreement
related to the Plan (the "Independent Trustees") by vote cast in person at a
meeting called for the purpose of voting on such approval. This Agreement is
terminable at any time, with respect to the Trust, without penalty, (a) on not
less than 60 days' written notice by vote of a majority of the Independent
Trustees, or by vote of the holders of a majority of the outstanding voting
securities of the Trust, or (b) upon not less than 60 days' written notice by
the Distributor. This Agreement may remain in effect with respect to a Fund even
if it has been terminated in accordance with this paragraph with respect to one
or more other Funds of the Trust. This Agreement will also terminate
automatically in the event of its assignment. (As used in this Agreement, the
terms "majority of the outstanding voting securities," "interested persons," and
"assignment" shall have the same meaning as such terms have in the 1940 Act.)
10. MISCELLANEOUS.
10.1. This Agreement shall be governed by the laws of the State of
Delaware.
10.2. The captions in this Agreement are included for convenience of
reference only and in no way define or delimit any of the provisions hereof or
otherwise affect their constructions or effect.
10.3 The obligations of the Trust hereunder are not personally binding
upon, nor shall resort be had to the private property of, any of the Trustees,
shareholders, officers, employees or agents of the Trust and only the Trust's
property shall be bound.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed by their officers designated below.
EVERGREEN DISTRIBUTOR, INC.
(Fund)
By: By:
Title: Title:
PRINCIPAL UNDERWRITING AGREEMENT
CHARITABLE SHARES
AGREEMENT effective this__day of__ , 199_ by and between each of the
parties listed on Exhibit A attached hereto and made a part hereof, each for
itself and not jointly (each a "Fund"), and Evergreen Distributor, Inc., a
Delaware corporation ("Principal Underwriter").
It is hereby mutually agreed as follows:
1. The Fund hereby appoints Principal Underwriter a principal
underwriter of the Charitable shares of beneficial interest of the Fund
("Shares") as an independent contractor upon the terms and conditions
hereinafter set forth. Except as the Fund may from time to time agree, Principal
Underwriter will act as agent for the Fund and not as principal.
2. Principal Underwriter will use its best efforts to find purchasers
for the Shares, to promote distribution of the Shares and may obtain orders from
brokers, dealers or other persons for sales of Shares to them. No such brokers,
dealers or other persons shall have any authority to act as agent for the Fund;
such brokers, dealers or other persons shall act only as principal in the sale
of Shares.
3. Sales of Shares by Principal Underwriter shall be at the applicable
public offering price determined in the manner set forth in the prospectus
and/or statement of additional information of the Fund current at the time of
the Fund's acceptance of the order for Shares; provided that Principal
Underwriter also shall have the right to sell Shares at net asset value, if such
sale is permissible under and consistent with applicable statutes, rules,
regulations and orders. All orders shall be subject to acceptance by the Fund,
and the Fund reserves the right, in its sole discretion, to reject any order
received. The Fund shall not be liable to anyone for failure to accept any
order.
4. On all sales of Shares, the Fund shall receive the current net asset
value.
5. Payment to the Fund for Shares shall be in New York or Boston
Clearing House funds received by Principal Underwriter within three (3) business
days after notice of acceptance of the purchase order and the amount of the
applicable public offering price has been given to the purchaser. If such
payment is not received within such three-day period, the Fund reserves the
right, without further notice, forthwith to cancel its acceptance of any such
order. The Fund shall pay such issue taxes as may be required by law in
connection with the issuance of the Shares.
6. Principal Underwriter shall not make in connection with any sale or
solicitation of a sale of the Shares any representations concerning the Shares
except those contained in the then current prospectus and/or statement of
additional information covering the Shares and in printed information approved
by the Fund as information supplemental to such prospectus and statement of
additional information. Copies of the then current prospectus and statement of
additional information and any such printed supplemental information will be
supplied by the Fund to Principal Underwriter in reasonable quantities upon
request.
7. Principal Underwriter agrees to comply with the Business Conduct
Rules of the National Association of Securities Dealers, Inc.
8. The Fund appoints Principal Underwriter as its agent to accept
orders for redemptions and repurchases of Shares at values and in the manner
determined in accordance with the then current prospectus and/or statement of
additional information of the Fund.
9. The Fund agrees to indemnify and hold harmless the Principal
Underwriter, its officers and Directors and each person, if any, who controls
the Principal Underwriter within the meaning of Section 15 of the Securities Act
of 1933 ("1933 Act"), against any losses, claims, damages, liabilities and
expenses (including the cost of any legal fees incurred in connection therewith)
which the Principal Underwriter, its officers, Directors or any such controlling
person may incur under the 1933 Act, under any other statute, at common law or
otherwise, arising out of or based upon
a) any untrue statement or alleged untrue statement of a material fact
contained in the Fund's registration statement, prospectus or statement of
additional information (including amendments and supplements thereto), or
b) any omission or alleged omission to state a material fact required to be
stated in the Fund's registration statement, prospectus or statement of
additional information necessary to make the statements therein not misleading,
provided, however, that insofar as losses, claims, damages, liabilities or
expenses arise out of or are based upon any such untrue statement or omission or
alleged untrue statement or omission made in reliance and in conformity with
information furnished to the Fund by the Principal Underwriter for use in the
Fund's registration statement, prospectus or statement of additional
information, such indemnification is not applicable. In no case shall the Fund
indemnify the Principal Underwriter or its controlling person as to any amounts
incurred for any liability arising out of or based upon any action for which the
Principal Underwriter, its officers and Directors or any controlling person
would otherwise be subject to liability by reason of willful misfeasance, bad
faith or gross negligence in the performance of its duties or by reason of the
reckless disregard of its obligations and duties under this Agreement.
10. The Principal Underwriter agrees to indemnify and hold harmless the
Fund, its officers, Trustees and each person, if any, who controls the Fund
within the meaning of Section 15 of the 1933 Act against any loss, claims,
damages, liabilities and expenses (including the cost of any legal fees incurred
in connection therewith) which the Fund, its officers, Trustees or any such
controlling person may incur under the 1933 Act, under any other statute, at
common law or otherwise arising out of the acquisition of any Shares by any
person which
a) may be based upon any wrongful act by the Principal Underwriter or any
of its employees or representatives, or
b) may be based upon any untrue statement or alleged untrue statement of a
material fact contained in the Fund's registration statement, prospectus or
statement of additional information (including amendments and supplements
thereto), or any omission or alleged omission to state a material fact required
to be stated therein or necessary to make the statements therein not misleading,
if such statement or omission was made in reliance upon information furnished or
confirmed in writing to the Fund by the Principal Underwriter.
11. The Fund agrees to execute such papers and to do such acts and things
as shall from time to time be reasonably requested by Principal Underwriter for
the purpose of qualifying the Shares for sale under the so-called "blue sky"
laws of any state or for registering Shares under the 1933 Act or the Fund under
the Investment Company Act of 1940 ("1940 Act"). Principal Underwriter shall
bear the expense of preparing, printing and distributing advertising, sales
literature, prospectuses and statements of additional information. The Fund
shall bear the expense of registering Shares under the 1933 Act and the Fund
under the 1940 Act, qualifying Shares for sale under the so-called "blue sky"
laws of any state, the preparation and printing of prospectuses, statements of
additional information and reports required to be filed with the Securities and
Ex change Commission and other authorities, the preparation, printing and
mailing of prospectuses and statements of additional information to shareholders
of the Fund, and the direct expenses of the issuance of Shares.
12. The term of this Agreement shall begin on the date hereof and, unless
sooner terminated or continued as provided below, shall expire after two years.
This Agreement shall continue in effect after such term if its continuance is
specifically approved by a majority of the Trustees of the Fund at least
annually in accordance with the 1940 Act and the rules and regulations
thereunder.
This Agreement may be terminated at any time, without payment of any
penalty, by vote of a majority of the Trustees or by a vote of a majority of the
Fund's outstanding Shares on not more than sixty (60) days written notice to any
other party to the Agreement; and shall terminate automatically in the event of
its assignment (as defined in the 1940 Act).
13. This Agreement shall be construed in accordance with the laws of The
Commonwealth of Massachusetts. All sales hereunder are to be made, and title to
the Shares shall pass, in Boston, Massachusetts.
14. The Fund is a series of a Delaware business trust established under a
Declaration of Trust, as it may be amended from time to time. The obligations of
the Fund are not personally binding upon, nor shall recourse be had against, the
private property of any of the Trustees, shareholders, officers, employees or
agents of the Fund, but only the property of the Fund shall be bound.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their respective officers thereunto duly authorized at Boston,
Massachusetts, on the day and year first written above.
[List Funds]
By:________________________________
EVERGREEN DISTRIBUTOR, INC.
By: _______________________________
<PAGE>
EXHIBIT A
TO
PRINCIPAL UNDERWRITING AGREEMENT
CHARITABLE SHARES
EXHIBIT B
THE EVERGREEN FUNDS
DEFERRED COMPENSATION PLAN
AGREEMENT, made on this ___ day of __________ __, 1995, by and between
the registered open-end investment companies listed in Attachment A hereto (each
a "Fund" and together, the "Funds"), and (the "Trustee").
WHEREAS, the Trustee is serving as a director/trustee of the Funds for
which he is entitled to receive trustees' fees; and
WHEREAS, the Funds and the Trustee desire to permit the Trustee to
defer receipt of trustees' fees payable by the Funds;
NOW, THEREFORE, in consideration of the mutual covenants and
obligations set forth in this Agreement, the Funds and the Trustee hereby agree
as follows:
1. DEFINITION OF TERMS AND CONDITIONS
1.1 Definitions. Unless a different meaning is plainly implied by the
context, the following terms as used in this Agreement shall have the meanings
specified below:
(a) "Beneficiary" shall mean such person or persons designated
pursuant to Section 4.3 hereof to receive benefits after the death of the
Trustee.
(b) "Board of Trustees" shall mean the Board of Trustees or
the Board of Directors of a Fund.
(c) "Code" shall mean the Internal Revenue Code of 1986, as
amended from time to time, or any successor statute.
(d) "Compensation" shall mean the amount of trustees' fees
paid by a Fund to the Trustee during a Deferral Year prior to reduction for
Compensation Deferrals made under this Agreement.
(e) "Compensation Deferral" shall mean the amount or amounts
of the Trustee's Compensation deferred under the provisions of Section 3 of this
Agreement.
(f) "Deferral Account" shall mean the account maintained to
reflect the Trustee's Compensation Deferrals made pursuant to Section 3 hereof
and any other credits or debits thereto.
(g) "Deferral Year" shall mean each calendar year during which
the Trustee makes, or is entitled to make, Compensation Deferrals under Section
3 hereof.
(h) "Valuation Date" shall mean the last business day of each
calendar year and any other day upon which a Fund makes a valuation of the
Deferred Account.
1.2 Plurals and Gender. Where appearing in this Agreement the singular
shall include the plural and the masculine shall include the feminine, and vice
versa, unless the context clearly indicates a different meaning.
1.3 Trustees and Directors. Where appearing in this Agreement,
"Trustee" shall also refer to "Director" and "Board of Trustees" shall also
refer to "Board of Directors."
1.4 Headings. The headings and sub-headings in this Agreement are
inserted for the convenience of reference only and are to be ignored in any
construction of the provisions hereof.
1.5 Separate Agreement for Each Fund. This Agreement is drafted, and
shall be construed, as a separate agreement between the Trustee and each of the
Funds.
2. PERIOD DURING WHICH COMPENSATION DEFERRALS ARE PERMITTED
2.1 Commencement of Compensation Deferrals. The Trustee may elect, on a
form provided by, and submitted to, the Secretary of a Fund, to commence
Compensation Deferrals under Section 3 hereof for the period beginning on the
later of (i) the date this Agreement is executed or (ii) the date such form is
submitted to the Secretary of the Fund.
2.2 Termination of Deferrals. The Trustee shall not be eligible to make
Compensation Deferrals after the earlier of the following dates:
(a) The date on which he ceases to serve as a Trustee
of the Fund; or
(b) The effective date of the termination of this Agreement.
3. COMPENSATION DEFERRALS
3.1 Compensation Deferral Elections.
(a) Except as provided below, a deferral election on the form
described in Section 2.1 hereof, must be filed with the Secretary of a Fund
prior to the first day of the Deferral Year to which it applies. The form shall
set forth the amount of such Compensation Deferral (in whole percentage
amounts). Such election shall continue in effect for all subsequent Deferral
Years unless it is canceled or modified as provided below. Notwithstanding the
foregoing, (i) any person who is elected to the Board during a fiscal year of a
Fund may elect before becoming a Trustee or within 30 days after becoming a
Trustee to defer any unpaid portion of the retainer of such fiscal year and the
fees for any future meetings during such fiscal year by filing an election form
with the Secretary of the Fund, and (ii) Trustees may elect to defer any unpaid
portion of the retainer for the fiscal year in which Deferred Compensation
Agreements are first authorized by the Board and any unpaid fees for any future
meetings during such fiscal year by submitting an election form to the Secretary
of a Fund within 30 days of such authorization.
(b) Compensation Deferrals shall be withheld from each payment
of Compensation by a Fund to the Trustee based upon the percentage amount
elected by the Trustee under Section 3.1 (a) hereof.
(c) The Trustee may cancel or modify the amount of his
Compensation Deferrals on a prospective basis by submitting to the Secretary of
a Fund a revised Compensation Deferral election form. Subject to the provisions
of Section 4.2 hereof, such change will be effective as of the first day of the
Deferral Year following the date such revision is submitted to the Secretary of
the Fund.
3.2 Valuation of Deferral Account.
(a) A Fund shall establish a bookkeeping Deferral Account to
which will be credited an amount equal to the Trustee's Compensation Deferrals
under this Agreement. Compensation Deferrals shall be allocated to the Deferral
Account on the day such Compensation Deferrals are withheld from the Trustee's
Compensation and shall be deemed invested pursuant to Section 3.3, below, as of
the same day. The Deferral Account shall be debited to reflect any distributions
from such Account. Such debits shall be allocated to the Deferral Account as of
the date such distributions are made.
(b) As of each Valuation Date, income, gain and loss
equivalents (determined as if the Deferral Account is invested in the manner set
forth under Section 3.3, below) attributable to the period following the next
preceding Valuation Date shall be credited to and/or deducted from the Trustee's
Deferral Account.
3.3 Investment of Deferral Account Balance.
(a) (1) The Trustee may select from various options made
available by the Funds the investment media in which all or part of his Deferral
Account shall be deemed to be invested. The investment media available to the
Trustee as of the date of this Agreement are listed in Attachment B hereto.
(2) The Trustee shall make an investment
designation on a form provided by the Secretary of the Funds (Attachment C)
which shall remain effective until another valid designation has been made by
the Trustee as herein provided. The Trustee may amend his investment designation
daily by giving instructions to the Secretary of the Funds.
(3) Any changes to the investment media to be
made available to the Trustee, and any limitation on the maximum or minimum
percentages of the Trustee's Deferral Account that may be invested in any
particular medium, shall be communicated from time-to-time to the Trustee by the
Secretary of the Funds.
(b) Except as provided below, the Trustee's Deferral Account
shall be deemed to be invested in accordance with his investment designations,
provided such designations conform to the provisions of this Section. If:
(1) the Trustee does not furnish the Secretary of
the Funds with complete, written investment instructions, or
(2) the written investment instructions from the
Trustee are unclear,
then the Trustee's election to make Compensation Deferrals hereunder shall be
held in abeyance and have no force and effect, and he shall be deemed to have
selected the Evergreen Money Market Fund until such time as the Trustee shall
provide the Secretary of the Funds with complete investment instructions. In the
event that any fund under which any portion of the Trustee's Deferral Account is
deemed to be invested ceases to exist, such portion of the Deferral Account
thereafter shall be held in the successor to such Fund, subject to subsequent
deemed investment elections.
The use of the returns on the investment media to determine
the amount of the earnings credited to a Trustee's Deferral Account is subject
to regulatory approval. Until such approval is received, the Compensation
Deferrals of a Trustee under this Agreement shall be continuously credited with
earnings in an amount determined by multiplying the balance credited to the
Deferral Account by an interest rate equal to the yield on 90-day U.S. Treasury
Bills.
The Secretary of the Funds shall provide an annual statement
to the Trustee showing such information as is appropriate, including the
aggregate amount in the Deferral Account, as of a reasonably current date.
4. DISTRIBUTIONS FROM DEFERRAL ACCOUNT
4.1 In General. Distributions from the Trustee's Deferral Account may
be paid in a lump sum or in installments as elected by the Trustee commencing on
or as soon as practicable after a date specified by the Trustee, which may not
be sooner than the earlier of the first business day of January following (a) a
date five years following the deferral election, or (b) the year in which the
Trustee ceases to be a member of the Board of Trustees of the Funds.
Notwithstanding the foregoing, in the event of the liquidation, dissolution or
winding up of a Fund or the distribution of all or substantially all of a Fund's
assets and property relating to one or more series of its shares to the
shareholders of such series (for this purpose a sale, conveyance or transfer of
a Fund's assets to a trust, partnership, association or corporation in exchange
for cash, shares or other securities with the transfer being made subject to, or
with the assumption by the transferee of, the liabilities of the Fund shall not
be deemed a termination of the Fund or such a distribution), all unpaid amounts
in the Deferral Account as of the effective date thereof shall be paid in a lump
sum on such effective date. In addition, upon application by a Trustee and
determination by the Chairman of the Board of Trustees of the Funds that the
Trustee has suffered a severe and unanticipated financial hardship, the
Secretary shall distribute to the Trustee, in a single lump sum, an amount equal
to the lesser of the amount needed by the Trustee to meet the hardship plus
applicable income taxes payable upon such distribution, or the balance of the
Trustee's Deferral Account.
4.2 Death Prior to Complete Distribution of Deferral Account. Upon the
death of the Trustee (whether prior to or after the commencement of the
distribution of the amounts credited to his Deferral Account), the balance of
such Account shall be distributed to his Beneficiary in a lump sum as soon as
practicable after the Trustee's death.
4.3 Designation of Beneficiary. For purposes of Section 4.3 hereof, the
Trustee's Beneficiary shall be the person or persons so designated by the
Trustee in a written instrument submitted to the Secretary of the Funds. In the
event the Trustee fails to properly designate a Beneficiary, his Beneficiary
shall be the person or persons in the first of the following classes of
successive preference Beneficiaries surviving at the death of the Trustee: the
Trustee's (1) surviving spouse, or (2) estate.
5. AMENDMENT AND TERMINATION
5.1 The Board of Trustees may at any time in its sole discretion amend
or terminate this Plan; provided, however, that no such amendment or termination
shall adversely affect the right of Trustees to receive amounts previously
credited to their Deferral Accounts.
6. MISCELLANEOUS
6.1 Rights of Creditors.
(a) This Agreement is an unfunded and non-qualified deferred
compensation arrangement. Neither the Trustee nor other persons shall have any
interest in any specific asset or assets of a Fund by reason of any Deferral
Account hereunder, nor any rights to receive distribution of his Deferral
Account except as and to the extent expressly provided hereunder. A Fund shall
not be required to purchase, hold or dispose of any investments pursuant to this
Agreement; however, if in order to cover its obligations hereunder the Fund
elects to purchase any investments the same shall continue for all purposes to
be a part of the general assets and property of the Fund, subject to the claims
of its general creditors and no person other than the Fund shall by virtue of
the provisions of this Agreement have any interest in such assets other than an
interest as a general creditor.
(b) The rights of the Trustee and the Beneficiaries to the
amounts held in the Deferral Account are unsecured and shall be subject to the
creditors of the Funds. With respect to the payment of amounts held under the
Deferral Account, the Trustee and his Beneficiaries have the status of unsecured
creditors of the Funds. This Agreement is executed on behalf of the Fund by an
officer of a Fund as such and not individually. Any obligation of a Fund
hereunder shall be an unsecured obligation of the Fund and not of any other
person.
6.2 Agents. The Funds may employ agents and provide for such clerical,
legal, actuarial, accounting, advisory or other services as they deem necessary
to perform their duties under this Agreement. The Funds shall bear the cost of
such services and all other expenses they incur in connection with the
administration of this Agreement.
6.3 Incapacity. If a Fund shall receive evidence satisfactory to it
that the Trustee or any Beneficiary entitled to receive any benefit under this
Agreement is, at the time when such benefit becomes payable, a minor, or is
physically or mentally incompetent to give a valid release therefor, and that
another person or an institution is then maintaining or has custody of the
Trustee or Beneficiary and that no guardian, committee or other representative
of the estate of the Trustee or Beneficiary shall have been duly appointed, the
Fund may make payment of such benefit otherwise payable to the Trustee or
Beneficiary to such other person or institution, including a custodian under a
Uniform Gifts to Minors Act, or corresponding legislation (who shall be a
guardian of the minor or a trust company), and the release of such other person
or institution shall be a valid and complete discharge for the payment of such
benefit.
6.4 Cooperation of Parties. All parties to this Agreement and any
person claiming any interest hereunder agree to perform any and all acts and
execute any and all documents and papers which are necessary or desirable for
carrying out this Agreement or any of its provisions.
6.5 Governing Law. This Agreement is made and entered into in the State
of North Carolina and all matters concerning its validity, construction and
administration shall be governed by the laws of the State of North Carolina.
6.6 No Guarantee of Trusteeship. Nothing contained in this Agreement
shall be construed as a guaranty or right of any Trustee to be continued as a
Trustee of one or more of the Evergreen Funds (or of a right of a Trustee to any
specific level of Compensation) or as a limitation of the right of any of the
Evergreen Funds, by shareholder action or otherwise, to remove any of its
trustees.
6.7 Counsel. The Funds may consult with legal counsel with respect to
the meaning or construction of this Agreement, their obligations or duties
hereunder or with respect to any action or proceeding or any question of law,
and they shall be fully protected with respect to any action taken or omitted by
them in good faith pursuant to the advice of legal counsel.
6.8 Spendthrift Provision. The Trustees' and Beneficiaries' interests
in the Deferral Account shall not be subject to anticipation, alienation, sale,
transfer, assignment, pledge, encumbrance, or charges and any attempt so to
anticipate, alienate, sell, transfer, assign, pledge, encumber or charge the
same shall be void; nor shall any portion of any such right hereunder be in any
manner payable to any assignee, receiver or trustee, or be liable for such
person's debts, contracts, liabilities, engagements or torts, or be subject to
any legal process to levy upon or attach.
6.9 Notices. For purposes of this Agreement, notices and all other
communications provided for in this Agreement shall be in writing and shall be
deemed to have been duly given when delivered personally or mailed by United
States registered or certified mail, return receipt requested, postage prepaid,
or by nationally recognized overnight delivery service, addressed to the Trustee
at the home address set forth in the Funds' records and to a Fund at its
principal place of business, provided that all notices to a Fund shall be
directed to the attention of the Secretary of the Fund or to such other address
as either party may have furnished to the other in writing in accordance
herewith, except that notice of change of address shall be effective only upon
receipt.
6.10 Entire Agreement. This Agreement contains the entire
understanding between the Funds and the Trustee with respect to the payment of
non-qualified elective deferred compensation by the Funds to the Trustee.
6.11 Interpretation of Agreement. Interpretation of, and determinations
related to, this Agreement made by the Funds in good faith, including any
determinations of the amounts of the Deferral Account, shall be conclusive and
binding upon all parties; and a Fund shall not incur any liability to the
Trustee for any such interpretation or determination so made or for any other
action taken by it in connection with this Agreement in good faith.
6.12 Successors and Assigns. This Agreement shall be binding upon, and
shall inure to the benefit of, the Funds and their successors and assigns and to
the Trustees and his heirs, executors, administrators and personal
representatives.
6.13 Severability. In the event any one or more provisions of this
Agreement are held to be invalid or unenforceable, such illegality or
unenforceability shall not affect the validity or enforceability of the other
provisions hereof and such other provisions shall remain in full force and
effect unaffected by such invalidity or unenforceability.
6.14 Execution of Counterparts. This Agreement may be executed in any
number of counterparts, each of which shall be deemed to be an original, but all
of which together shall constitute one and the same instrument.
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the day and year first above written.
EVERGREEN TRUST
EVERGREEN EQUITY TRUST
EVERGREEN INVESTMENT TRUST
EVERGREEN TOTAL RETURN FUND
EVERGREEN GROWTH AND INCOME FUND
THE EVERGREEN AMERICAN RETIREMENT
TRUST
EVERGREEN FOUNDATION TRUST
EVERGREEN MUNICIPAL TRUST
EVERGREEN MONEY MARKET FUND
EVERGREEN LIMITED MARKET FUND, INC.
THE EVERGREEN LEXICON FUND
EVERGREEN TAX-FREE TRUST
EVERGREEN VARIABLE TRUST
By:
Witness John J. Pileggi
President
Witness Trustee
<PAGE>
ATTACHMENT A
[TRUSTS]
<PAGE>
ATTACHMENT B
[TRUSTS]
Available Fund Options
<PAGE>
ATTACHMENT C
DEFERRED COMPENSATION AGREEMENT
DEFERRAL ELECTION FORM
TO: The Secretary of The Evergreen Funds
FROM:
DATE:
With respect to the Deferred Compensation Agreement (the
"Agreement") dated as of November ___, 1995 by and between the undersigned and
The Evergreen Funds, I hereby make the following elections:
Deferral of Compensation
Starting with Compensation to be paid to me with respect to
services provided by me to The Evergreen Funds after the date this election form
is provided to The Evergreen Funds, and for all periods thereafter (unless
subsequently amended by way of a new election form), I hereby elect that ___
percent (___%) of my Compensation (as defined under the Agreement) be deferred
and that the Funds establish a bookkeeping account credited with amounts equal
to the amount so deferred (the "Deferral Account"). The Deferral Account shall
be further credited with income equivalents as provided under the Agreement.
Each Compensation Deferral (as defined in the Agreement) shall be deemed
invested pursuant to Section 3.3 of the Agreement as of the same day it would
have been paid to me.
I wish the Compensation Deferral to be invested in the Funds and
percentages noted in Annex A to this Form.
I understand that the amounts held in the Deferral Account shall
remain the general assets of The Evergreen Funds and that, with respect to the
payment of such amounts, I am merely a general creditor of The Evergreen Funds.
I may not sell, encumber, pledge, assign or otherwise alienate the amounts held
under the Deferral Account.
Distributions from Deferral Account
I hereby elect that distributions from my Deferral Account be
paid:
_____ in a lump sum or
_____ in quarterly installments for ____ years (specify a number
of years not to exceed ten); commencing on the first business day of January
following:
_____ the year in which I cease to be a member of the
Board of Trustees of the Funds, or
_____ a calendar year but not a year earlier than 2000.
I hereby agree that the terms of the Agreement are incorporated
herein and are made a part hereof. Dated as of the day and year first above
written.
WITNESS: TRUSTEE:
RECEIVED:
[TRUSTS]
By:
Name:
Title:
Date:
<PAGE>
ANNEX A
I desire that my deferred Compensation be invested as follows:
----------------------
100% of Deferred
Compensation Amount
<PAGE>
ATTACHMENT D
[TRUSTS]
DEFERRED COMPENSATION PLAN
DESIGNATION OF BENEFICIARY
You may designate one or more beneficiaries to receive any amount
remaining in your Deferral Account at your death. If your Designated Beneficiary
survives you, but dies before receiving the full amount of the Deferral Account
to which he or she is entitled, the remainder will be paid to the Designated
Beneficiary's estate, unless you specifically elect otherwise in your
Designation of Beneficiary form.
You may indicate the names not only of one or more primary
Designated Beneficiaries but also the names of secondary beneficiaries who would
receive amounts in your Deferral Account in the event the primary beneficiary or
beneficiaries are not alive at your death. In the case of each Designated
Beneficiary, give his or her name, address, relationship to you, and the
percentage of your Deferral Account he or she is to receive. You may change your
Designated Beneficiaries at any time, without their consent, by filing a new
Designation of Beneficiary form with the Secretary of the Funds.
* * * * * * * * * * * * *
As a participant in the Evergreen Funds' Deferred Compensation
Plan (the "Plan"), I hereby designate the person or persons listed below to
receive any amount remaining in my Deferral Account in the event of my death.
This designation of beneficiary shall become effective upon its delivery to the
Secretary of the Funds prior to my death, and revokes any designation(s) of
beneficiary previously made by me. I reserve the right to revoke this
designation of beneficiary at any time without notice to any beneficiary.
<PAGE>
I hereby name the following as primary Designated Beneficiaries
under the Plan:
Name Relationship Percentage Address
Name Relationship Percentage Address
Name Relationship Percentage Address
Name Relationship Percentage Address
In the event that one or more of my primary Designated
Beneficiaries predeceases me, his or her share shall be allocated among the
surviving primary Designated Beneficiaries. I name the following as secondary
Designated Beneficiaries under the Plan, in the event that no primary Designated
Beneficiary survives me:
Name Relationship Percentage Address
Name Relationship Percentage Address
Name Relationship Percentage Address
Name Relationship Percentage Address
<PAGE>
In the event that no primary Designated Beneficiary survives me
and one or more of the secondary Designated Beneficiaries predeceases me, his or
her share shall be allocated among the surviving secondary Designated
Beneficiaries.
(Witness) (Signature of Trustee)
Date: Date:
FORM OF
CUSTODIAN, FUND ACCOUNTING AND RECORDKEEPING AGREEMENT
BY AND BETWEEN
[TRUST]
AND
STATE STREET BANK AND TRUST COMPANY
Agreement made as of this ____ day of ____________, 199_, by and
between [TRUST], a Massachusetts business trust, (the "Fund") having its
principal place of business at 200 Berkeley Street, Boston, Massachusetts,
02116, and STATE STREET BANK AND TRUST COMPANY, a Massachusetts banking
corporation ("State Street"), having its principal place of business at 225
Franklin Street, Boston, Massachusetts 02110.
In consideration of the mutual agreements herein contained, the Fund
and State Street agree as follows:
1. The Fund appoints State Street as its custodian ("Custodian"),
subject to the provisions hereof. State Street hereby accepts such appointment
as Custodian. As such Custodian, State Street shall retain all securities, cash
and other assets now owned or hereafter acquired by the Fund, and the Fund shall
deliver and pay or cause to be delivered and paid to State Street, as Custodian,
all securities, cash and other assets now owned or hereafter acquired by the
Fund during the period of this Agreement.
2. All securities delivered to State Street (other than in bearer form)
shall be properly endorsed and in proper form for transfer into the name of the
Fund or a nominee of State Street for the exclusive use of the Fund or of such
other nominee as may be mutually agreed upon by State Street and the Fund.
3. The Fund shall deliver to State Street certified or authenticated
copies of its Declaration of Trust and By-Laws, all amendments thereto, a
certified copy of the resolution of the Fund's Board of Trustees appointing
State Street to act in the capacities covered by this Agreement and authorizing
the signing of this Agreement and copies of such resolutions of its Board of
Trustees, contracts and other documents as may be reasonably required by State
Street in the performance of its duties hereunder.
4. As Custodian, State Street shall promptly do the following:
A. Safekeeping. State Street shall keep safely in a separate account
the securities and other assets of the Fund, including without limitation all
securities in bearer form, other than (a) securities which are maintained
pursuant to Paragraph 4B in a Securities System (as defined in Paragraph 4B) and
(b) commercial paper of an issuer for which State Street Bank acts as issuing
and paying agent ("Direct Paper") that is deposited and/or maintained in the
Direct Paper System of State Street pursuant to Paragraph 4C, State Street, on
behalf of the Fund, shall receive delivery of certificates, including, without
limitation, all securities in bearer form, for safekeeping and keep such
certificates physically segregated at all times from those of any other person.
State Street shall maintain records of all receipts, deliveries and locations of
such securities, together with a current inventory thereof, and shall conduct
periodic physical inspections of certificates representing bonds and other
securities held by it under this Agreement at least annually in such manner as
State Street shall determine from time to time to be advisable in order to
verify the accuracy of such inventory. State Street shall provide the Fund with
copies of any reports of its internal count or other verification of the
securities of the Fund held in its custody, including reports on its own system
of internal accounting control. In addition, if and when independent certified
public accountants retained by State Street shall count or otherwise verify the
securities of the Fund held in State Street's custody, State Street shall
provide the Fund with a copy of the report of such accountants. With respect to
securities held by any agent or subcustodian ("Subcustodian") appointed pursuant
to Paragraph 7C hereof, State Street may rely upon certificates from such agent
or Subcustodian as to the holdings of such agent or Subcustodian, it being
understood that such reliance in no way releases State Street of its
responsibilities or liabilities under this Agreement. State Street shall
promptly report to the Fund the results of such inspections, indicating any
shortages or discrepancies uncovered thereby, and take appropriate action to
remedy any such shortages or discrepancies.
B. Deposit of Fund Assets in Securities Systems. Notwithstanding any
other provision of this Agreement, State Street may deposit and/or maintain
securities owned by the Fund in (i) Depository Trust Company, a clearing agency
registered with the Securities and Exchange Commission ("Commission") under
Section 17A of the Securities Exchange Act of 1934 ("Exchange Act"), which acts
as a securities depository; (ii) any other clearing agency registered under
Section 17A of the Exchange Act that has been authorized by the Fund's Board of
Trustees; (iii) the book-entry system authorized by the U.S. Department of the
Treasury and certain federal agencies; or (iv) any other book entry system which
the Commission has authorized for use by investment companies as a securities
depository by order or interpretive or no-action letter that has been authorized
by the Fund's Board of Trustees (all such agencies and systems, collectively
referred to herein as "Securities System(s)") in accordance with applicable
Federal Reserve Board and Commission rules and regulations, if any, and subject
to the following provisions:
1) State Street may keep securities of the Fund in a Securities
System provided that such securities are deposited in an account of State Street
in the Securities System that shall not include any assets of State Street other
than assets held as a fiduciary, custodian or otherwise for customers;
2) The records of State Street with respect to securities of the
Fund that are maintained in a Securities System shall identify by book entry
those securities belonging to the Fund;
3) State Street shall pay for securities purchased for the account
of the Fund upon (i) receipt of advice from the Securities System that such
securities have been transferred to the account, and (ii) the making of an entry
on the records of State Street to reflect such payment and transfer for the
account of the Fund. State Street shall transfer securities sold for the account
of the Fund upon (i) receipt of advice from the Securities System that payment
for such securities has been transferred to the account, and (ii) the making of
an entry on the records of State Street to reflect such transfer and payment for
the account of the Fund. Copies of all advices from the Securities System of
transfers of securities for the account of the Fund shall identify the Fund, be
maintained for the Fund and be provided to the Fund at its request. State Street
shall furnish the Fund confirmation of each transfer to or from the account of
the Fund in the form of a written advice or notice and shall furnish to the Fund
copies of daily transaction sheets reflecting each day's transactions in the
Securities System for the account of the Fund on the next business day;
4) State Street shall promptly provide the Fund with any report
obtained by State Street on the Securities System's accounting system, internal
accounting control and procedures for safeguarding securities deposited in the
Securities System. State Street shall promptly provide the Fund with any report
on State Street's accounting system, internal accounting control and procedures
for safeguarding securities deposited with State Street that is reasonably
requested by the Fund; and
5) Anything to the contrary in this Agreement notwithstanding, State
Street shall be liable to the Fund for any claim, loss, liability, damage or
expense to the Fund, including attorney's fees, resulting from use of a
Securities System by reason of any negligence, misfeasance or misconduct of
State Street, its agents or any of its or their employees or from failure of
State Street or any such agent to enforce effectively such rights as it may have
against a Securities System. At the election of the Fund, it shall be entitled
to be subrogated to the rights of State Street or its agents with respect to any
claim against the Securities System or any other person that State Street or its
agents may have as a consequence of any such claim, loss, liability, damage or
expense if and to the extent that the Fund has not been made whole for any such
loss or damage.
C. Assets Held in State Street's Direct Paper System. State Street
may deposit and/or maintain securities owned by the Fund in the Direct Paper
System of State Street subject to the following provisions:
1) No transaction relating to securities in the Direct Paper System
will be effected in the absence of Proper Instructions;
2) State Street may keep securities of the Fund in the Direct Paper
System only if such securities are represented in an account of State Street in
the Direct Paper System that shall not include any assets of State Street other
than assets held as a fiduciary, custodian or otherwise for customers;
3) The records of State Street with respect to securities of the
Fund that are maintained in the Direct Paper System shall identify by book-entry
those securities belonging to the Fund;
4) State Street shall pay for securities purchased for the account
of the Fund upon the making of an entry on the records of State Street to
reflect such payment and transfer of securities to the account of the Fund;
State Street shall transfer securities sold for the account of the Fund upon the
making of an entry on the records of State Street to reflect such transfer and
receipt of payment for the account of the Fund;
5) State Street shall furnish the Fund confirmation of each transfer
to or from the account of the Fund, in the form of a written advice or notice,
of Direct Paper on the next business day following such transfer and shall
furnish to the Fund copies of daily transaction sheets reflecting each day's
transaction in the Securities System for the account of the Fund; and
6) State Street shall provide the Fund with any report on its system
of internal accounting control as the Fund may reasonably request from time to
time.
D. State Street's Records. The records of State Street (and
its agents and Subcustodians) with respect to its services for the Fund shall at
all times during the regular business hours of State Street (or its agents or
Subcustodians) be open for inspection by duly authorized officers, employees or
agents of the Fund and employees and agents of the Commission.
E. Delivery of Securities. State Street shall release and deliver
securities owned by the Fund held by State Street or in a Securities System
account of State Street or in State Street's Direct Paper book entry system
account ("Direct Paper System Account") only upon receipt of Proper
Instructions, which may be continuing instructions when deemed appropriate by
the parties, and only in the cases specified in Paragraphs 4F, 4G, 4H, 4I, 4J,
4K, 4L, 4M, 4N and 4O hereof.
F. Registered Name, Nominee. State Street shall register securities
of the Fund held by State Street in the name of the Fund or in the name of a
nominee of State Street for the exclusive use of the Fund, or of such other
nominee as may be mutually agreed upon, or of any mutually acceptable nominee of
any agent or Subcustodian appointed pursuant to Paragraph 7C hereof.
G. Purchases. Upon receipt of proper instructions (as defined in
Paragraph 6A hereof; hereafter "Proper Instructions") and insofar as cash is
available for the purpose, State Street shall pay for and receive all securities
purchased for the account of the Fund, payment being made only upon receipt of
the securities by State Street (or any bank, banking firm, responsible
commercial agent or trust company doing business in the United States and
appointed pursuant to Paragraph 7C hereof as State Street's agent or
Subcustodian for this purpose) registered as provided in Paragraph 4F hereof or
in form for transfer satisfactory to State Street, or, in the case of repurchase
agreements entered into between the Fund and a bank or a dealer, delivery of the
securities either in certificate form or through an entry crediting State
Street's account at the Federal Reserve Bank with such securities, or, upon
receipt by State Street of a facsimile copy of a letter of understanding with
respect to a time deposit account of the Fund signed by any bank, whether
domestic or foreign, and pursuant to Proper Instructions from the Fund, for
transfer to the time deposit account of the Fund in such bank; such transfer may
be effected prior to receipt of a confirmation from a broker and/or the
applicable bank or in the case of a purchase involving the Direct Paper System,
in accordance with the conditions set forth in Paragraph 4C. All securities
accepted by State Street shall be accompanied by payment of, or a "due bill"
for, any dividends, interest or other distributions of the issuer due the
purchaser. In any and every case of a purchase of securities for the account of
the Fund where payment is made by State Street in advance of receipt of the
securities purchased, State Street shall be absolutely liable to the Fund for
such securities to the same extent as if the securities had been received by
State Street, except that in the case of repurchase agreements entered into by
the Fund with a bank that is a member of the Federal Reserve System, State
Street may transfer funds to the account of such bank prior to the receipt of
written evidence that the securities subject to such repurchase agreement have
been transferred by book-entry into a segregated nonproprietary account of State
Street maintained with the Federal Reserve Bank of Boston, provided that such
securities have in fact been so transferred by book-entry; provided, further,
however, that State Street and the Fund agree to use their best efforts to
insure receipt by State Street of copies of documentation for each such
transaction as promptly as possible.
H. Exchanges. Upon receipt of Proper Instructions, State Street
shall exchange securities, interim receipts or temporary securities held by it
or by any agent or Subcustodian appointed by it pursuant to Paragraph 7C hereof
for the account of the Fund for other securities alone or for other securities
and cash, and expend cash insofar as cash is available in connection with any
merger, consolidation, reorganization, recapitalization, split-up of shares,
changes of par value, conversion or in connection with the exercise of warrants,
subscription or purchase rights, or otherwise, and deliver securities to the
designated depository or other receiving agent or Subcustodian in response to
tender offers or similar offers to purchase received in writing; provided that
in any such case the securities and/or cash to be received as a result of any
such exchange, expenditure or delivery are to be delivered to State Street (or
its agents or Subcustodians). State Street shall give notice as provided under
Paragraph 14 hereof to the Fund in connection with any transaction specified in
this paragraph and at the same time shall specify to the Fund whether such
notice relates to securities held by an agent or Subcustodian appointed pursuant
to Paragraph 7C hereof, so that the Fund may issue to State Street Proper
Instructions for State Street to act thereon prior to any expiration date (which
shall be presumed to be two business days prior to such date unless State Street
has previously advised the Fund of a different period). The Fund shall give to
State Street full details of the time and method of submitting securities in
response to any tender or similar offer, exercising any subscription or purchase
right or making any exchange pursuant to this paragraph. When such securities
are in the possession of an agent or Subcustodian appointed by State Street
pursuant to Paragraph 7C hereof, the Proper Instructions referred to in the
preceding sentence must be received by State Street in timely enough fashion
(which shall be presumed to be three business days unless State Street has
advised the Fund in writing of a different period) for State Street to notify
the agent or Subcustodian in sufficient time to permit such agent to act prior
to any expiration date.
I. Sales. Upon receipt of Proper Instructions and upon receipt of
full payment therefor, State Street shall release and deliver securities which
have been sold for the account of the Fund. At the time of delivery all such
payments are to be made in cash, by a certified check upon or a treasurer's or
cashier's check of a bank, by effective bank wire transfer through the Federal
Reserve Wire System or, if appropriate, outside of the Federal Reserve Wire
System and subsequent credit to the Fund's custodian account, or, in case of
delivery through a stock clearing company, by book-entry credit by the stock
clearing company in accordance with the then current "street" custom.
J. Purchases by Issuer. Upon receipt of Proper Instructions, State
Street shall release and deliver securities owned by the Fund to the issuer
thereof or its agent when such securities are called, redeemed, retired or
otherwise become payable; provided that in any such case, the cash or other
consideration is to be delivered to State Street.
K. Changes of Name and Denomination. Upon receipt of Proper
Instructions, State Street shall release and deliver securities owned by the
Fund to the issuer thereof or its agent for transfer into the name of the Fund
or a nominee of State Street or of the Fund for the exclusive use of the Fund or
for exchange for a different number of bonds, certificates or other evidence
representing the same aggregate face amount or number of units bearing the same
interest rate, maturity date and call provisions if any; provided that in any
such case, the new securities are to be delivered to State Street.
L. Street Delivery. In connection with delivery in New York City and
upon receipt of Proper Instructions, which in the case of registered securities
may be standing instructions, State Street shall release securities owned by the
Fund upon receipt of a written receipt for such securities to the broker selling
the same for examination in accordance with the existing "street delivery"
custom. In every instance, either payment in full for such securities shall be
made or such securities shall be returned to State Street that same day. In the
event existing "street delivery" custom is modified, State Street shall obtain
authorization from the Board of Trustees of the Fund prior to any use of such
modified "street delivery" custom.
M. Release of Securities for Use as Collateral. Upon receipt of
Proper Instructions and subject to the Declaration of Trust, State Street shall
release securities belonging to the Fund to any bank or trust company for the
purpose of pledge, mortgage or hypothecation to secure any loan incurred by the
Fund; provided, however, that securities shall be released only upon payment to
State Street of the monies borrowed, except that in cases where additional
collateral is required to secure a borrowing already made, subject to proper
prior authorization from the Fund, further securities may be released for that
purpose. Upon receipt of Proper Instructions, State Street shall pay such loan
upon redelivery to it of the securities pledged or hypothecated therefor and
upon surrender of the note or notes evidencing the loan.
N. Compliance with Applicable Rules and Regulations of The Options
Clearing Corporation and National Securities or Commodities Exchanges or
Commissions. Upon receipt of Proper Instructions, State Street shall deliver
securities of the Fund in accordance with the provisions of any agreement among
the Fund, State Street and a broker- dealer registered under the Exchange Act
and a member of the National Association of Securities Dealers, Inc. ("NASD")
relating to compliance with the rules of The Options Clearing Corporation and of
any registered national securities exchange, or of any similar organization or
organizations, regarding escrow or other arrangements in connection with
transactions by the Fund; or, upon receipt of Proper Instructions, State Street
shall deliver securities in accordance with the provisions of any agreement
among the Fund, State Street, and a Futures Commission Merchant registered under
the Commodity Exchange Act relating to compliance with the rules of the
Commodity Futures Trading Commission and/or any contract market, or any similar
organization or organizations, regarding account deposits in connection with
transactions by the Fund.
O. Release or Delivery of Securities for Other Purposes. Upon
receipt of Proper Instructions, State Street shall release or deliver any
securities held by it for the account of the Fund for any other purpose (in
addition to those specified in Paragraphs 4E, 4F, 4G, 4H, 4I, 4J, 4K, 4L, 4M and
4N hereof) that the Fund declares is a proper corporate purpose pursuant to
Proper Instructions.
P. Proxies, Notices, Etc. State Street shall, upon receipt, promptly
forward to the Fund all forms of proxies and all notices of meetings and any
other notices or announcements affecting or relating to the securities,
including without limitation, notices relating to class action claims and
bankruptcy claims, and upon receipt of Proper Instructions execute and deliver
or cause its nominee to execute and deliver such proxies or other authorizations
as may be required. State Street, its nominee or its agents or Subcustodian
shall not vote upon any of the securities or execute any proxy to vote thereon
or give any consent or take any other action with respect thereto (except as
otherwise herein provided) unless ordered to do so by Proper Instructions. State
Street shall require its agents and Subcustodians appointed pursuant to
Paragraph 7C hereof to forward any such announcements and notices to State
Street upon receipt.
Q. Segregated Account. State Street shall, upon receipt of Proper
Instructions, establish and maintain a segregated account or accounts for and on
behalf of the Fund, into which account or accounts may be transferred cash
and/or securities, including securities maintained in an account by State Street
pursuant to Paragraph 4B hereof, (i) in accordance with the provisions of any
agreement among the Fund, State Street and a broker-dealer registered under the
Exchange Act and a member of the NASD (or any futures commission merchant
registered under the Commodity Exchange Act), relating to compliance with the
rules of The Options Clearing Corporation and of any registered national
securities exchange (or the Commodity Futures Trading Commission or any
registered contract market), or of any similar organization or organizations,
regarding escrow or other arrangements in connection with transactions by the
Fund, (ii) for purposes of segregating cash or government securities in
connection with options purchased, sold or written by the Fund or commodity
futures contracts or options thereon purchased or sold by the Fund, (iii) for
the purposes of compliance by the Fund with the procedures required by
Investment Company Act Release No. 10666, or any subsequent release or releases
of the Commission relating to the maintenance of segregated accounts by
registered investment companies and (iv) for other proper corporate purposes,
but only, in the case of clause (iv), upon receipt of, in addition to Proper
Instructions, a certified copy of a resolution of the Board of Trustees signed
by an officer of the Fund and certified by the Secretary or an Assistant
Secretary, setting forth the purpose or purposes of such segregated account and
declaring such purposes to be proper corporate purposes.
R. Property of the Fund Held Outside of the United States.
(1) Appointment of Foreign Subcustodians. State Street is authorized
and instructed to employ as Subcustodians for the Fund's securities and other
assets maintained outside of the United States, the foreign banking institutions
and foreign securities depositories designated on Schedule B hereto as revised
from time to time ("Foreign Subcustodians"). Upon receipt of Proper
Instructions, together with a certified resolution of the Fund's Board of
Trustees, State Street and the Fund may agree to amend Schedule B hereto from
time to time to designate additional foreign banking institutions and foreign
securities depositories to act as Foreign Subcustodians. Upon receipt of Proper
Instructions, the Fund may instruct State Street to cease the employment of any
one or more of such Subcustodians for maintaining custody of the Fund's assets.
(2) Assets to be Held. State Street shall limit the securities and
other assets maintained in the custody of the Foreign Subcustodians to: (a)
"foreign securities," as defined in paragraph (c)(1) of Rule 17f-5 under the
Investment Company Act of 1940 ("1940 Act"), and (b) cash and cash equivalents
in such amounts as State Street or the Fund may determine to be reasonably
necessary to effect the Fund's foreign securities transactions.
(3) Foreign Securities Depositories. Except as may otherwise be
agreed upon in writing by State Street and the Fund, assets of the Fund shall be
maintained in foreign securities depositories only through arrangements
implemented by the foreign banking institutions serving as Foreign Subcustodians
pursuant to the terms hereof.
(4) Segregation of Securities. State Street shall identify on its
books as belonging to the Fund the foreign securities of the Fund held by each
Foreign Subcustodian. Each agreement pursuant to which State Street employs a
foreign banking institution shall require that such institution establish a
custody account for State Street on behalf of the Fund and physically segregate
in that account securities and other assets of the Fund, and, in the event that
such institution deposits the Fund's securities in a foreign securities
depository, that it shall identify on its books as belonging to State Street, as
agent for the Fund, the securities so deposited (all collectively referred to as
the "account").
(5) Agreements with Foreign Banking Institutions. Each agreement with
a foreign banking institution shall be substantially in the form set forth in
Schedule C hereto and shall provide that: (a) the Fund's assets will not be
subject to any right, charge, security interest, lien or claim of any kind in
favor of the foreign banking institution or its creditors or agent, except a
claim of payment for their safe custody or administration; (b) the Foreign
Subcustodian shall maintain insurance covering the Fund's assets; (c) beneficial
ownership of the Fund's assets will be freely transferable without the payment
of money or value other than for custody or administration; (d) adequate records
will be maintained identifying the assets as belonging to the Fund; (e) officers
or auditors employed by, or other representatives of State Street, including, to
the extent permitted under applicable law, the independent public accountants
for the Fund, will be given access to the books and records of the foreign
banking institution relating to its actions under its agreement with State
Street; (f) assets of the Fund held by the Foreign Subcustodian will be subject
only to the instructions of State Street or its agents; and (g) the Foreign
Subcustodian will provide periodic reports with respect to the safekeeping of
the Fund's assets, including notification of any transfer to or from the Fund's
account.
(6) Access of Independent Accountants of the Fund. Upon request of
the Fund, State Street will use its best efforts to arrange for the independent
accountants of the Fund to be afforded access to the books and records of any
foreign banking institution employed as a Foreign Subcustodian insofar as such
books and records relate to the performance of such foreign banking institution
under its agreement with State Street.
(7) Reports by State Street. State Street will supply to the Fund
from time to time, as mutually agreed upon, statements in respect of the
securities and other assets of the Fund held by Foreign Subcustodians,
including, but not limited to, an identification of entities having possession
of the Fund's securities and other assets and advices or notifications of any
transfers of securities to or from each custodial account maintained by a
foreign banking institution for State Street on behalf of the Fund indicating,
as to securities acquired for the Fund, the identity of the entity having
physical possession of such securities.
(8) Transactions in Foreign Custody Account. (a) Upon receipt of
Proper Instructions, which may be continuing instructions when deemed
appropriate by the parties, State Street shall make or cause its Foreign
Subcustodians to transfer, exchange or deliver foreign securities owned by the
Fund, but, except to the extent explicitly provided in Paragraph 4R(8)(b), only
in any of the cases specified in this Agreement. Upon receipt of Proper
Instructions, which may be continuing instructions when deemed appropriate by
the parties, State Street shall pay out or cause its Foreign Subcustodians to
pay out monies of the Fund, but, except to the extent explicitly provided in
Paragraph 4R(8)(b), only in any of the cases specified in this Agreement.
(b) Notwithstanding any provision of this Agreement to the contrary,
settlement and payment for securities received for the account of the Fund and
delivery of securities maintained for the account of the Fund may be effected in
accordance with the customary or established securities trading or securities
processing practices and procedures in the jurisdiction or market in which the
transaction occurs, including, without limitation, delivering securities to the
purchaser thereof or to a dealer therefor (or an agent for such purchaser or
dealer) against a receipt with the expectation of receiving later payment for
such securities from such purchaser or dealer. Securities maintained in the
custody of a Foreign Subcustodian may be maintained in the name of such entity's
nominee to the same extent as set forth in Paragraphs 2 and 4F of this
Agreement, and the Fund agrees to hold any such nominee harmless from any
liability as a holder of record of such securities.
(9) Liability of Foreign Subcustodians. Each agreement pursuant to
which State Street employs a foreign banking institution as a Foreign
Subcustodian shall require the institution to exercise reasonable care in the
performance of its duties and to indemnify, and hold harmless, State Street and
the Fund from and against any loss, damage, cost, expense, liability or claim
arising out of, or in connection with, the institution's performance of such
obligations. At the election of the Fund, it shall be entitled to be subrogated
to the rights of State Street with respect to any claims against a foreign
banking institution as a consequence of any such loss, damage, cost, expense,
liability or claim if, and to the extent that, the Fund has not been made whole
for any such loss, damage, cost, expense, liability or claim.
(10) Liability of State Street. State Street shall be liable to the
Fund for the acts or omissions of a foreign banking institution appointed
pursuant to these provisions to the same extent that such foreign banking
institution is liable to State Street as provided under Paragraph 4R(9);
provided, however, that State Street shall not be liable to the Fund for any
loss resulting from, or caused by, nationalization, expropriation, currency
restrictions, acts of war or terrorism or other similar events or acts.
(11) Monitoring Responsibilities. State Street shall furnish annually
to the Fund, during the month of June, information concerning the Foreign
Subcustodians employed by State Street. Such information shall be similar in
kind and scope to that furnished to the Fund in connection with the initial
approval of this Agreement. In addition, State Street will promptly inform the
Fund in the event that State Street learns of a material adverse change in the
financial condition of a Foreign Subcustodian or any material loss in the assets
of the Fund, or is notified by a foreign banking institution employed as a
Foreign Subcustodian that there appears to be a substantial likelihood that its
shareholders' equity will decline below $200 million (U.S. dollars or the
equivalent thereof) or that its shareholders equity has declined below $200
million (in each case computed in accordance with generally accepted U.S.
accounting principles).
(12) Branches of U.S. Banks. Except as otherwise set forth in this
Agreement, the provisions hereof shall not apply where the custody of the Fund's
assets are maintained in a foreign branch of a banking institution that is a
"bank" as defined by Section 2(a)(5) of the 1940 Act and which meets the
qualifications set forth in Section 26(a) of the 1940 Act. The appointment of
any such branch as a subcustodian shall be governed by Paragraph 7C of this
Agreement.
S. Miscellaneous. In general, attend to all nondiscretionary details
in connection with the sale, exchange, substitution, purchase, transfer or other
dealing with such securities or property of the Fund, except as otherwise
directed by the Fund pursuant to Proper Instructions. State Street shall render
to the Fund daily a report of all monies received or paid on behalf of the Fund,
an itemized statement of the securities and cash for which it is accountable to
the Fund under this Agreement, and an itemized statement of security
transactions that settled the day before. State Street shall render to the Fund
weekly an itemized statement of security transactions that failed to settle as
scheduled. At the end of each week, State Street shall provide to the Fund a
list of all security transactions that remain unsettled at such time.
5. Additionally, as Custodian, State Street shall promptly do the
following:
A. Bank Account. State Street shall retain safely all cash of the
Fund, other than cash maintained by the Fund, in a bank account, established and
used in accordance with Rule 17f-3 under the 1940 Act, in the banking department
of State Street and in a separate account or accounts in the name of the Fund,
subject only to draft or order by State Street acting pursuant to the terms of
this Agreement. If and when authorized by Proper Instructions in accordance with
a vote of the Board of Trustees of the Fund, State Street may open and maintain
an additional account or accounts in such other bank or trust companies as may
be designated by such instructions; such account or accounts, however, to be
solely in the name of State Street in its capacity as Custodian and subject only
to its draft or order in accordance with the terms of this Agreement. State
Street shall furnish to the Fund, not later than thirty (30) calendar days after
the last business day of each month, a statement reflecting the current status
of its internal reconciliation of the closing balance as of that day in all
accounts described in this paragraph to the balance shown on the daily cash
report for that day rendered to the Fund.
B. Collections. Unless otherwise instructed by receipt of Proper
Instructions, State Street shall collect, receive and deposit in the bank
account or accounts maintained pursuant to Paragraph 5A hereof all income and
other payments with respect to the securities held hereunder, execute ownership
and other certificates and affidavits for all federal and state tax purposes in
connection with the collection of bond and note coupons, do all other things
necessary or proper in connection with the collection of such income, and
without waiving the generality of the foregoing:
1) present for payment on the date of payment all coupons and other
income items requiring presentation;
2) present for payment all securities that may mature or be called,
redeemed, retired or otherwise become payable on the date such
securities become payable;
3) endorse and deposit for collection, in the name of the Fund,
checks, drafts or other negotiable instruments on the same day as
received.
In any case in which State Street does not receive any such due and
unpaid income within a reasonable time after it has made proper demands for the
same (which shall be presumed to consist of at least three demand letters and at
least one telephonic demand), it shall so notify the Fund in writing, including
copies of all demand letters, any written responses thereto, and memoranda of
all oral responses thereto and to telephonic demands, and await proper
instruction; State Street shall not be obliged to take legal action for
collection unless and until reasonably indemnified to its satisfaction for the
reasonable costs of such legal action for collection. It shall also notify the
Fund as soon as reasonably practicable whenever income due on securities is not
collected in due course.
C. Sale of Shares of the Fund. State Street shall make such
arrangements with the Transfer Agent of the Fund as will enable State Street to
make certain it receives the cash consideration due to the Fund for shares of
beneficial interest ("shares") of the Fund as may be issued or sold from time to
time by the Fund, all in accordance with the Fund's Declaration of Trust and
By-Laws, as amended.
D. Dividends and Distributions. Upon receipt of Proper Instructions,
State Street shall release or otherwise apply cash, insofar as cash is
available, for the purpose of the payment of dividends or other distributions to
shareholders of the Fund.
E. Redemption of Shares of the Fund. From such funds as may be
available for the purpose, but subject to the limitation of the Fund's
Declaration of Trust and By-Laws, as amended, and applicable resolutions of the
Board of Trustees of the Fund pursuant thereto, State Street shall make funds
available for payment to shareholders who have delivered to the Transfer Agent a
request for redemption of their shares by the Fund pursuant to such Declaration
of Trust, as amended.
In connection with the redemption of shares of the Fund pursuant to the
Fund's Declaration of Trust and By-Laws, as amended, State Street is authorized
and directed upon receipt of Proper Instructions from the Transfer Agent of the
Fund to make funds available for transfer through the Federal Reserve Wire
System or by other bank wire to a commercial bank account designated by the
redeeming stockholder.
F. Stock Dividends, Rights, Etc. State Street shall receive and
collect all stock dividends, rights and other items of like nature; and deal
with the same pursuant to Proper Instructions relative thereto.
G. Disbursements. Upon receipt of Proper Instructions, State Street
shall make or cause to be made, insofar as cash is available for the purpose,
disbursements for the payment on behalf of the Fund of its expenses, including
without limitation, interest, taxes and fees or reimbursement to State Street or
to the Fund's investment advisers for their payment of any such expenses.
H. Other Proper Corporate Purposes. Upon receipt of Proper
Instructions, State Street shall make or cause to be made, insofar as cash is
available for the purpose, disbursements for any other purpose (in addition to
the purposes specified in Paragraphs 4G, 4H, 5D, 5E, and 5G of this Agreement)
which the Fund declares is a proper corporate purpose.
I. Records. State Street shall create, maintain and retain all
records relating to its activities and obligations under this Agreement in such
manner as shall meet the obligations of the Fund under the 1940 Act,
particularly Section 31 thereof and Rules 31a-1 and 31a-2 thereunder or as
reasonably requested from time to time by the Fund. All records maintained by
State Street in connection with the performance of its duties under this
Agreement shall remain the property of the Fund, and, in the event of
termination of this Agreement, shall be delivered in accordance with the terms
of Paragraph 10 below.
J. Miscellaneous. State Street shall assist generally in the
preparation of routine reports to holders of shares of the Fund, to the
Commission, including form N-SAR, to state "Blue Sky" authorities, to others in
the auditing of accounts and in other matters of like nature and as otherwise
reasonably requested by the Fund.
K. Fund Accounting and Net Asset Value Computation. State Street
shall maintain the general ledger and all other books of account of the Fund,
including the accounting of the Fund. In addition, upon receipt of Proper
Instructions, which may be deemed to be continuing instructions, State Street
shall compute daily, the net asset value of the shares of the Fund and the total
net asset value of the Fund. State Street shall, in addition, perform such other
services incidental to its duties hereunder as may be reasonably requested from
time to time by the Fund.
6. State Street and the Fund further agree as follows:
A. Proper Instructions. State Street shall be deemed to have
received Proper Instructions upon receipt of written instructions signed by the
Fund's Trustees or by one or more person or persons as the Fund's Board of
Trustees shall have from time to time authorized to give the particular class of
instructions for different purposes. Different persons may be authorized to give
instructions for different purposes. A copy of a resolution or action of the
Trustees certified by the Secretary or an Assistant Secretary of the Fund may be
received and accepted by State Street as conclusive evidence of the instruction
of the Fund's Board of Trustees and/or the authority of any person or persons to
act on behalf of the Fund and may be considered as in full force and effect
until receipt of written notice to the contrary. Such instruction may be general
or specific in terms. Oral instructions will be considered Proper Instructions
if State Street reasonably believes them to have been given by a person
authorized by the Board of Trustees to give such oral instructions with respect
to the class of instruction involved. The Fund shall cause all oral instructions
to be confirmed in writing. Proper instructions may include communications
effected directly between electromechanical or electronic devices; provided that
the Fund and State Street are satisfied that such communications afford adequate
safeguards for the assets of the Fund. Use by the Fund of such communication
systems shall constitute approval by the Fund of the safeguards available
therewith.
B. Investments, Limitations. In performing its duties generally,
and more particularly in connection with the purchase, sale and exchange of
securities made by or for the Fund, State Street may take cognizance of the
provisions of the Declaration of Trust of the Fund, as amended; provided,
however, that, except as otherwise expressly provided herein, State Street may
assume unless and until notified in writing to the contrary that instructions
purporting to be Proper Instructions received by it are not in conflict with or
in any way contrary to any provision of the Declaration of Trust of the Fund, as
amended, or resolutions or proceedings of the Board of Trustees of the Fund.
7. State Street and the Fund further agree as follows:
A. Indemnification. State Street, as Custodian, shall be entitled
to receive and act upon advice of counsel (who may be counsel for the Fund) and
shall be without liability for any action reasonably taken or thing reasonably
done pursuant to such advice; provided that such action is not in violation of
applicable federal or state laws or regulations or contrary to written
instructions received from the Fund. State Street shall be indemnified by the
Fund and without liability for any action taken or thing done by it in carrying
out the terms and provisions of this Agreement in good faith and without
negligence, misfeasance or misconduct. However, in order for the indemnification
provision contained in this paragraph to apply, if the Fund is asked to
indemnify or save State Street harmless, the Fund shall be fully and promptly
advised of all pertinent facts concerning the situation in question, and State
Street shall use all reasonable care to identify and notify the Fund fully and
promptly concerning any situation that presents or appears likely to present the
probability of such a claim for indemnification against the Fund. The Fund shall
have the option to defend State Street against any claim that may be the subject
of this indemnification. In the event that the Fund elects to defend State
Street, it will so notify State Street, and thereupon the Fund shall take over
complete defense of the claim, and State Street shall initiate no further legal
or other expenses for which it shall seek indemnification under this paragraph.
State Street shall in no case confess any claim or make any compromise in any
case in which the Fund will be asked to indemnify State Street except with the
Fund's prior written consent.
B. Expenses Reimbursement. State Street shall be entitled to
receive from the Fund on demand, reimbursement for its cash disbursements,
expenses and charges, excluding salaries and usual overhead expenses with
respect to the Fund, as set forth in Schedule A.
C. Appointment of Agents and Subcustodians. State Street, as
Custodian, may appoint (and may remove), only in compliance with the terms and
conditions of the Fund's Declaration of Trust and By- Laws, as amended, any
other bank, trust company or responsible commercial agent as its agent or
Subcustodian to carry out such of the provisions of this Agreement as State
Street may from time to time direct; provided, however, that the appointment of
any such agent or Subcustodian shall not relieve State Street of any of its
responsibilities under this Agreement.
D. Reliance on Documents. So long as, and to the extent that, it
is in good faith and in the exercise of reasonable care, State Street, as
Custodian, shall not be responsible for the title, validity or genuineness of
any property or evidence of title thereto received by it or delivered by it
pursuant to this Agreement, shall be protected in acting upon any instructions,
notice, request, consent, certificate or other instrument or paper reasonably
believed by it to be genuine and to constitute Proper Instructions under this
Agreement and shall, except as otherwise specifically provided in this
Agreement, be entitled to receive as conclusive proof of any fact or matter
required to be ascertained by it hereunder a certificate signed by the Fund's
Trustees, the Secretary or an Assistant Secretary of the Fund or any other
person expressly authorized by the Board of Trustees of the Fund.
E. Access to Records. Subject to security requirements of State
Street applicable to its own employees having access to similar records within
State Street and such regulations as to the conduct of such monitors as may be
reasonably imposed by State Street after prior consultation with an authorized
officer of the Fund, books and records of State Street pertaining to its actions
under this Agreement shall be open to inspection and audit at reasonable times
by the Trustees of, attorneys for or auditors employed by the Fund or any other
person as the Fund's Board of Trustees shall direct.
F. Recordkeeping. State Street shall maintain such records as
shall enable the Fund to comply with the requirements of all federal and state
laws and regulations applicable to the Fund with respect to the matters covered
by this Agreement.
8. If the Fund requires State Street to advance cash or securities
for any purpose or in the event that State Street or its nominee shall incur or
be assessed any taxes, charges, expenses, assessments, claims or liabilities in
connection with the performance of this Agreement, except such as may arise from
its or its nominee's own negligent action, negligent failure to act or willful
misconduct, any property at any time held for the account of the Fund shall be
security therefor. Should the Fund fail to repay State Street promptly, State
Street shall be entitled to utilize available cash and to dispose of the Fund's
assets to the extent necessary to obtain reimbursement. However, the total value
of any property of the Fund which at any time is security for any payment by
State Street hereunder shall not exceed 15% of the Fund's total net asset value.
9. The Fund shall pay State Street for its services as Custodian
such compensation as shall be specified on the attached Schedule A. Such
compensation shall remain fixed until [December 31, 1996], unless this Agreement
is terminated as provided in paragraph 10.
10. State Street and the Fund further agree as follows:
A. Effective Period, Termination, Amendment and Interpretive and
Additional Provisions. This Agreement shall become effective as of the date of
its execution, shall continue in full force and effect until terminated as
hereinafter provided. This Agreement may be amended at any time by mutual
agreement of the parties hereto and may be terminated by either party by an
instrument in writing delivered or mailed, postage prepaid, to the other party.
Such termination shall take effect sixty (60) days after the date of such
delivery or mailing. The Fund may, by action of the Fund's Board of Trustees,
substitute another bank or trust company for State Street by giving notice as
provided above to State Street, provided, however that State Street shall not
act under paragraphs 4B or 4C hereof in the absence of receipt of an initial
certificate of the Secretary or an Assistant Secretary, certifying that the
Board of Trustees of the Fund has approved the initial use of a particular
Securities System and the receipt of an annual certificate of the Secretary or
an Assistant Secretary, certifying that the Board of Trustees has reviewed the
use by the Fund of such Securities System, as required in each case by Rule
17f-4 under the 1940 Act, and that State Street shall not act under paragraph 4C
hereof in the absence of receipt of an initial certificate of the Secretary or
an Assistant Secretary, certifying that the Board of Trustees has approved the
initial use of the Direct Paper System and the receipt of an annual certificate
of the Secretary or an Assistant Secretary, certifying that the Board of
Trustees has reviewed the use by the Fund of the Direct Paper System. Neither
the Fund nor State Street shall amend or terminate this Agreement in
contravention of any applicable federal or state laws or regulations, or any
provision of the Declaration of Trust of the Fund, as amended; provided,
however, that in the event of such termination State Street shall remain as
Custodian hereunder for a reasonable period thereafter, if the Fund after using
its best efforts is unable to find a Successor Custodian.
In connection with the operation of this Agreement, State Street and
the Fund may agree from time to time on such provisions interpretive of or in
addition to the provisions of this Agreement as may in their joint opinion be
consistent with the general tenor of this Agreement, any such interpretive or
additional provision to be signed by both parties and annexed hereto, provided
that no such interpretive or additional provisions shall contravene any
applicable federal or state laws or regulations, or any provision of the Fund's
Declaration of Trust as amended. No interpretive provisions made as provided in
the preceding sentence shall be deemed to be an amendment of this Agreement.
B. Successor Custodian. Upon termination hereof or the inability
of State Street to continue to serve hereunder, the Fund shall pay to State
Street such compensation as may be due for services through the date of such
termination. The Fund shall likewise reimburse State Street for its costs,
expenses and disbursements incurred prior to such termination in accordance with
paragraph 7B hereof and such reasonable costs, expenses and disbursements as may
be incurred by State Street in connection with such termination.
If a Successor Custodian is appointed by the Board of Trustees of the
Fund in accordance with the Fund's Declaration of Trust, State Street shall,
upon termination, deliver to such Successor Custodian at the office of State
Street, properly endorsed and in proper form for transfer, all securities then
held hereunder, all cash and other assets of the Fund deposited with or held by
it hereunder.
If no such Successor Custodian is appointed, State Street shall, in
like manner at its office, upon receipt of a certified copy of a resolution of
the shareholders pursuant to the Fund's Declaration of Trust and By-Laws, as
amended, deliver such securities, cash and other properties in accordance with
such resolutions.
In the event that no written order designating a Successor Custodian or
certified copy of a resolution of the shareholders shall have been delivered to
State Street on or before the date when such termination shall become effective,
then State Street shall have the right to deliver to a bank or trust company
doing business in Boston, Massachusetts of its own selection, having an
aggregate capital, surplus and undivided profits, as shown by its last published
report, of not less than $5,000,000, all securities, cash and other properties
held by State Street and all instruments held by it relative thereto and all
other property held by it under this Agreement. Thereafter, such bank or trust
company shall be the Successor of State Street under this Agreement and subject
to the restrictions, limitations and other requirements of the Fund's
Declaration of Trust and By-Laws, both as amended.
In the event that securities, funds and other properties remain in the
possession of State Street after the date of termination hereof, owing to
failure of the Fund to procure the certified copy above referred to, or of the
Fund's Board of Trustees to appoint a Successor Custodian, State Street shall be
entitled to fair compensation for its services during such period, and the
provisions of this Agreement relating to the duties and obligations of State
Street shall remain in full force and effect.
C. Duplicate Records and Backup Facilities. State Street shall
not be liable for loss of data occurring by reason of circumstances beyond its
control, including, but not limited, to acts of civil or military authority,
national emergencies, fire, flood or catastrophe, acts of God, insurrection,
war, riots or failure of transportation, communication or power supply. However,
State Street shall keep in a separate and safe place additional copies of all
records required to be maintained pursuant to this Agreement or additional
tapes, disks or other sources of information necessary to reproduce all such
records. Furthermore, at all times during this Agreement, State Street shall
maintain a contractual arrangement whereby State Street will have a back-up
computer facility available for its use in providing the services required
hereunder in the event circumstances beyond State Street's control result in
State Street not being able to process the necessary work at its principal
computer facility. State Street shall, from time to time, upon request from the
Fund provide written evidence and details of its arrangement for obtaining the
use of such a back-up computer facility. State Street shall use its best efforts
to minimize the likelihood of all damage, loss of data, delays and errors
resulting from an uncontrollable event, and should such damage, loss of data,
delays or errors occur, State Street shall use its best efforts to mitigate the
effects of such occurrence. Representatives of the Fund shall be entitled to
inspect the State Street premises and operating capabilities within reasonable
business hours and upon reasonable notice to State Street. Upon request of the
Fund's representative or representatives, State Street shall from time to time
as appropriate, furnish to the Fund a letter setting forth the insurance
coverage thereon, any changes in such coverage which may occur and any claim
relating to the Fund which State Street may have made under such insurance.
D. Confidentiality. State Street agrees to treat all records and
other information relative to the Fund confidentially and State Street, on
behalf of itself and its officers, employees and agents, agrees to keep
confidential all such information, except after prior notification to and
approval by the Fund (which approval shall not be unreasonably withheld and may
not be withheld where State Street may be exposed to civil or criminal contempt
proceedings), when requested to divulge such information by duly constituted
authorities or when so requested by a properly authorized person.
State Street and the Fund agree that they, their officers, employees
and agents shall maintain all information disclosed to them by the other in
connection with this Agreement in confidence and will not disclose any such
information to any other person, nor use such information for their own benefit
or for the benefit of third parties without the consent in writing of the other;
provided, however, that each party shall have the right to use any such
information for its own necessary internal purposes while this Agreement is in
effect. The provisions of the paragraph shall not apply to information which (i)
is in or becomes part of the public domain, (ii) is demonstrably known
previously to the party to whom it is disclosed, (iii) is independently
developed outside this Agreement by the party to whom it is disclosed, or (iv)
is rightfully obtained from third parties by the party to whom it is disclosed.
11. The Fund shall not circulate any printed matter that contains any
reference to State Street without the prior written approval of State Street,
excepting solely such printed matter as merely identifies State Street as
Custodian. The Fund will submit printed matter requiring approval to State
Street in draft form, allowing sufficient time for review by State Street and
its counsel prior to any deadline for printing.
12. In the event of a reorganization of the Fund through a merger,
consolidation, sale of assets or other reorganization, State Street, at the
request of the Fund, shall act as Custodian for shares of any investment company
or other company obtained in any such reorganization by the Fund for
distribution to those Fund shareholders whose shares are represented by
certificates. The Fund shall give notice to each such shareholder of his or her
right to exchange his or her Fund shares represented by certificates for shares
held by State Street upon surrender to State Street of his or her certificates
representing such Fund shares properly endorsed and in proper form for transfer.
Upon the surrender of such Fund certificates, State Street will issue a
certificate or certificates to the surrendering shareholder for an approximate
number of shares held by State Street, unless such shareholder establishes an
Open Account Plan or other similar account at that time in which case such
shares will be credited to his or her account. State Street shall not be
required to issue certificates for any fractional shares held by it. Instead,
fractional interests in such shares shall be distributed to the shareholder in
cash at their then current market value or, if the fractional share represents
an interest in an investment company, it shall be redeemed by State Street at
the then current redemption price for such shares and the proceeds of such
redemption shall be distributed to such shareholder in cash. State Street shall
not release to any shareholder any such shares held by it until such shareholder
has properly surrendered for exchange his or her Fund shares represented by
certificates.
13. This Agreement is executed and delivered in The Commonwealth of
Massachusetts and shall be subject to and be construed in accordance with the
laws of the Commonwealth.
14. Notices and other writings delivered or mailed postage prepaid to
Keystone Balanced Fund II, c/o Keystone Investment Management Company, 200
Berkeley Street, Boston, Massachusetts 02116, or to State Street at 225 Franklin
Street, Boston, Massachusetts 02110, or to such other address as the Fund or
State Street may hereafter specify, shall be deemed to have been properly
delivered or given hereunder to the respective address.
15. This Agreement shall be binding upon and shall inure to the benefit
of the Fund and State Street and their respective successors or assigns.
16. This Agreement may be executed simultaneously in two or more
counterparts, each of which shall be deemed an original.
17. This Agreement is made on behalf of the Fund by an officer or
Trustee of the Fund, not individually but solely as an officer or Trustee under
the Fund's Declaration of Trust, and the obligations under this Agreement are
not binding upon, nor shall resort be had to the property of any of the
Trustees, shareholders, officers, employees or agents of the fund personally,
but are binding only on the property of the Fund.
<PAGE>
IN WITNESS WHEREOF, each of the parties hereto has caused this
Agreement to be executed in its name and on its behalf by a duly authorized
officer as of the day and year first above written.
ATTEST: [TRUST]
By:
- --------------------------- -------------------------------
Name:
Title:
ATTEST: STATE STREET BANK AND TRUST COMPANY
By:
- --------------------------- -------------------------------
Name:
Title:
<PAGE>
Schedule A
FEE SCHEDULE
<PAGE>
SCHEDULE B
Approved Foreign Subcustodians
MASTER TRANSFER AND RECORDKEEPING AGREEMENT
AGREEMENT made as of the ______ day of November, 1997 by and between each
of the parties listed on Exhibit A which is attached hereto and made a part
hereof (each a "Fund" or "Funds"), each for itself and not jointly, each having
its principal place of business at 200 Berkeley Street, Boston, Massachusetts
02116, and Evergreen Service Company ("ESC"), having its principal place of
business at 200 Berkeley Street, Boston, Massachusetts 02116.
W I T N E S S E T H T H A T
WHEREAS, each Fund desires ESC to perform certain services for the
Fund, and ESC is willing to perform such services.
NOW, THEREFORE, in consideration of the mutual covenants herein set
forth, each party, for itself and not jointly, agrees as follows:
1. ADDITIONAL PARTIES - Any other registered investment company for which
Keystone Investment Management Company (KIMCO), Evergreen Asset Management Corp.
("Evergreen Asset"), The Capital Management Group of First Union National Bank
of North Carolina ("CMG") or one of its affiliates serves as investment adviser,
trustee or manager may become a Fund party to this Agreement, for itself and not
jointly, by giving written notice to ESC that it has elected to become a Fund
party hereto, to which election ESC has given its written consent.
2. SERVICES - ESC shall perform for each Fund the services set forth on
Exhibit B which is attached hereto and made a part hereof. ESC shall also
perform for each Fund, without additional charge, any services which it
customarily performs in the ordinary course of business without additional
charge for the investment companies for which ESC acts as transfer agent,
dividend disbursing agent, or shareholder servicing and recordkeeping agent.
ESC shall perform such other services in addition to those set forth on
Exhibit B hereto as a Fund shall request in writing. Any of the services to be
performed hereunder, and the manner in which such services are to be performed,
shall be changed only pursuant to a written agreement signed by the parties
hereto.
ESC will undertake no activity which, in its judgment, will adversely
effect the performance of its obligations to a Fund under this Agreement.
3. FEES - Each Fund shall pay ESC for the services to be performed pursuant
to this Agreement in accordance with and in the manner set forth with respect to
such Fund on Exhibit C attached hereto and made a part hereof.
4. EFFECTIVE DATE - This Agreement shall become effective as of the date
set forth above and shall become effective as to each Fund which gives written
notice to ESC pursuant to Paragraph 1 hereof that it elects to become a party
hereto as of the date of such notice.
5. TERM - This Agreement shall be in effect until terminated in accordance
with Section 17 hereof.
6. USE OF ESC'S NAME - The Funds will not use ESC's name in any sales
literature or other material in a manner not approved by ESC in writing before
such use, unless a similar use was previously approved. Notwithstanding the
foregoing, ESC hereby consents to all uses of ESC's name which merely refer in
accurate terms to ESC's appointments hereunder or which are required by the
Securities and Exchange Commission or a state securities commission, and
provided, further, that in no case will such approval be unreasonably withheld
or delayed.
7. STANDARD OF CARE - ESC shall at all times use its best efforts and act
in good faith and in a non-negligent manner in performing all services pursuant
to this Agreement.
8. UNCONTROLLABLE EVENTS - ESC shall not be liable for damage, loss of
data, delays or errors occurring by reason of circumstances beyond its control,
including, but not limited to, acts of civil or military authority, national
emergencies, fire, flood or catastrophe, acts of God, insurrection, war, riots,
or failure of transportation, communication or power supply. However, ESC shall
keep in a separate and safe place additional copies of all records required to
be maintained pursuant to this Agreement or additional tapes or discs necessary
to reproduce all such records. Furthermore, at all times during this Agreement,
ESC shall maintain an arrangement whereby ESC will have a backup computer
facility available for its use in providing the services required hereunder in
the event circumstances beyond ESC's control result in ESC not being able to
process the necessary work at its principal computer facility. ESC shall, from
time to time, upon request from any Fund provide written evidence and details of
its arrangement for obtaining the use of such a backup computer facility. ESC
shall use reasonable care to minimize the likelihood of all damage, loss of
data, delays and errors resulting from an uncontrollable event. Should such
damage, loss of data, delays or errors occur, ESC shall use its best efforts to
mitigate the effects of such occurrence. Representatives of each Fund shall be
entitled to inspect the ESC premises and operating capabilities within
reasonable business hours and upon reasonable notice to ESC.
9. INDEMNIFICATION - Each Fund shall indemnify and hold ESC, its employees
and agents harmless against any losses, claims, damages, judgments, liabilities
or expenses (including reasonable counsel fees and expenses) resulting from (1)
transactions which occurred prior to the date ESC began serving as Transfer
Agent to the Fund; (2) action taken or permitted by ESC in good faith with due
care and without negligence in reliance upon instructions received from such
Fund in accordance with Section 10 hereof or with respect to a Fund upon the
opinion of counsel for the Fund, as to anything arising in connection with its
performance under this Agreement; or (3) any act done or suffered by ESC with
respect to a Fund in good faith with due care and without negligence in
connection with its performance under this Agreement in reliance upon any
instruction, order, stock certificate or other instrument reasonably believed by
it to be genuine and to bear the genuine signature of any person or persons
authorized to sign, countersign, or execute same, and which complies with all
applicable requirements of the Fund's current prospectus(es) and statement of
additional information, this Agreement and instructions and other governing
documents provided to ESC by the Fund. For purposes of this indemnification, it
is specifically agreed that if any instruction received by ESC in accordance
with Section 10 hereof differs from the requirements set forth in the Fund's
current prospectus(es) or statement of additional information then, with regard
to that difference, the instruction, order, stock certificate or other
instrument relied upon by ESC, ESC need only comply with such instruction (and
not the current prospectus(es) or statement of additional information).
In the event that ESC requests any Fund to indemnify or hold it harmless
hereunder, ESC shall use its best efforts to inform the Fund of the relevant
facts concerning the matter in question. ESC shall use reasonable care to
identify and promptly notify a Fund concerning any matter which ESC believes may
result in a claim for indemnification against such Fund, and shall notify the
Fund within seven days of notice to ESC of the filing of any suit or other legal
action or the institution by a government agency of any administrative action or
investigation against ESC which involves its duties under this Agreement. Each
Fund shall have the election of defending ESC against any claim with respect to
such Fund which may be the subject of indemnification or holding it harmless
hereunder. In the event a Fund so elects, it will so notify ESC. Thereupon the
Fund shall take over defense of the claim, and, if so requested by a Fund, ESC
shall incur no further legal or other expenses related thereto for which it
shall be entitled to indemnity or holding harmless hereunder; provided, however,
that nothing herein shall prevent ESC from retaining counsel to defend any claim
at ESC's own expense.
Except with the prior written consent of a Fund, ESC shall in no event
confess any claim or make any compromise in any matter in which such Fund will
be asked to indemnify or hold ESC harmless hereunder. ESC shall be without
liability to a Fund with respect to anything done or omitted to be done in
accordance with the terms of this Agreement or instructions properly received
pursuant hereto if done in good faith and without negligence or willful or
wanton misconduct. In no event shall ESC be liable for consequential damages,
lost profits, or other special damages, even if ESC has been informed of the
possibility of such damage or loss by the Fund or by third parties.
Notwithstanding the foregoing, ESC shall be liable to each Fund for any
damage or losses suffered by such Fund as a result of a delay or negligence on
the part of ESC in processing a purchase or liquidation transaction or in making
payment to a shareholder of such Fund; it being agreed that, without in any way
limiting ESC's liability for other transactions hereunder, that such damages
shall not be deemed to be consequential or special.
10. INSTRUCTIONS - ESC shall comply with all instructions issued by a Fund
in the form prescribed below which are permitted or required under Exhibit B
attached hereto. Whenever ESC takes action hereunder pursuant to instructions
from a Fund, ESC shall be entitled to rely upon such instructions only when such
instructions are signed by the President or Treasurer of the Fund or by an
individual designated in writing by the President or Treasurer as a person
authorized to give instructions hereunder. A Fund may waive the requirement that
all instructions be in writing, if such waiver defines the occurrences not
requiring written instruction, indicates the persons authorized to give such
non-written instructions, and is signed by one of the persons pursuant to the
immediately preceding sentence of this Section 10. In the event ESC obtains a
Fund's written waiver, it may rely on non-written instructions received pursuant
thereto.
11. CONFIDENTIALITY - ESC agrees to treat as confidential all records and
other information relative to a Fund and the Fund's shareholders. ESC, on behalf
of itself and its employees, agrees to keep confidential all such information,
except, after prior notification to and approval by a Fund (which approval shall
not be unreasonably withheld and may not be withheld where ESC may be exposed to
civil or criminal contempt proceedings) when requested to divulge such
information by duly constituted authorities or when requested by a shareholder
of a Fund seeking information about his own or an appropriately related account.
12. REPORTS - ESC will furnish to each Fund and to properly authorized
auditors, examiners, investment companies, dealers, salesmen, insurance
companies, transfer agents, registrars, investors, and others designated by each
Fund in writing, such reports at such times as are prescribed for each service
in Exhibit B.
13. RIGHT OF OWNERSHIP - ESC agrees that all records and other data
received, computed, developed, used and/or stored pursuant to this Agreement are
the exclusive property of each respective Fund and that all such records and
other data will be furnished without additional charge to a Fund in available
machine readable data form immediately upon termination of this Agreement with
respect to such Fund for any reason whatsoever. Furthermore, upon a Fund's
request at any time or times while this Agreement is in effect, ESC shall
deliver to such Fund, at the Fund's expense, any or all of the data and records
held by ESC pursuant to this Agreement, in the form as requested by the Fund. On
the effective date of termination of this Agreement with respect to a Fund or,
if later, on the date a Fund ceases to use ESC's services, ESC will promptly
return to the Fund any and all records and other data belonging to the Fund free
of any claim or retention of rights by ESC.
14. REDEMPTION OF SHARES - The parties hereto agree that ESC shall process
liquidations, redemptions or repurchases of shares of each Fund, as the agent
for such Fund, in the manner described in the then current prospectus(es) and
statement of additional information for the Fund. Notwithstanding the foregoing,
ESC shall be liable for any losses, damages, claims or expenses resulting from
ESC's failure to obtain the appropriate signature guarantee with regard to any
redemption or transfer processed by ESC even if the current prospectus(es) or
statement of additional information authorizes ESC to waive the requirement of a
signature guarantee unless ESC is authorized in writing by an appropriate party
to waive such a requirement.
15. SUBCONTRACTING - Each Fund may require that ESC, or ESC may, with the
prior written consent of such Fund, subcontract with one or more of its
affiliated or other persons to perform all or part of its obligations hereunder,
provided, however, that, notwithstanding any such subcontract, ESC shall be
fully responsible to each Fund hereunder.
16. ASSIGNMENT - This Agreement and the rights and duties hereunder shall
not be assignable by ESC or any of the Fund parties hereto except by the
specific written consent of the other party.
17. TERMINATION - This Agreement may be terminated with respect to a Fund
on such date on which ESC has given such Fund not less than 180 days prior
written notice or on which such Fund has given ESC not less than 90 days prior
written notice. Upon such termination, ESC will use its best efforts to
cooperate and assist in accomplishing a timely, efficient and accurate
conversion to the person or firm which will provide the services described
hereunder. This Agreement may be terminated by any Fund without the payment of
any penalty, forfeiture, compulsory buyout amount or performance of any other
obligation which could deter termination; provided, however, that for the
purpose of this Section 17 any amount due under Section 3 of this Agreement
which is undisputed is not considered a penalty, forfeiture, compulsory buyout
amount or performance of any other obligation which could deter termination.
This Agreement may be terminated with respect to a Fund after written
notice to ESC by the Fund if there is a material breach or violation of this
Agreement or if ESC fails to perform any of its obligations under this Agreement
and the failure continues for more than 30 days after the Fund gives notice of
the failure to ESC or bankruptcy or insolvency proceedings of any nature are
instituted by or against ESC.
18. INSURANCE - ESC shall maintain throughout the term of this Agreement a
fidelity bond(s) in an amount in excess of the minimum amount required to be
obtained by the Funds which are parties hereto pursuant to Rule 17g-1 under the
Investment Company Act of 1940 (the "1940 Act") covering the acts of its
officers, employees or agents in performing any and all of the services required
to be performed hereunder. ESC agrees to promptly notify each Fund in writing of
any material amendment or cancellation of such bond(s). ESC shall at such times
as the Fund may request, but at least once each year, notify each Fund of any
claims made pursuant to such bond(s).
19. AMENDMENT - This Agreement may be amended at any time by an instrument
in writing executed by both ESC and any Fund which is a party hereto, or each of
their respective successors, provided that any such amendment will conform to
the requirements set forth in the 1940 Act and the rules and regulations
thereunder.
20. NOTICE - Any notice shall be sufficiently given when sent by registered
or certified mail to any party at the address of such party set forth above or
at such other address as such party may from time to time specify in writing to
the other party.
21. SECTION HEADINGS - Section headings are included for convenience only
and are not to be used to construe or interpret this Agreement.
22. INTERPRETIVE PROVISIONS - In connection with the operation of this
Agreement, ESC and one or more of the Funds may agree with respect to such Funds
and ESC from time to time on such provisions interpretive of or in addition to
the provisions of this Agreement as may in their combined opinion be consistent
with the general tenor of this Agreement. Furthermore, ESC and such Fund(s) may
agree to add to, delete from or change the services set forth with respect to
such Fund(s) in Exhibit B of the Agreement. Each such interpretive or additional
provision, and each addition, deletion or change is to be signed by all parties
affected and annexed hereto, and no such provision, addition, deletion or change
shall contravene any applicable federal or state law or regulation and no such
provision, addition, deletion or change shall be deemed to be an amendment of
any provision of this Agreement with the exception of Exhibit B hereto.
23. GOVERNING LAW - This Agreement shall be governed by and its provisions
shall be construed in accordance with the laws of The Commonwealth of
Massachusetts.
24. DELAWARE BUSINESS TRUST - Each of the Funds listed on Exhibit A
attached hereto is a series of a Delaware business trust established under a
Declaration of Trust. The obligations of such Funds are not personally binding
upon, nor shall recourse be had against the private property of, any of the
Trustees, shareholders, officers, employees or agents of the Funds, but only the
property of such Funds shall be bound.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed all as of the day and year first above written.
EVERGREEN SERVICE COMPANY
By: ___________________________________
Edward J. Falvey
President
Evergreen Select Fixed Income Trust
Evergreen Select Limited Duration Fund
Evergreen Select Fixed Income Fund
Evergreen Select Income Plus Fund
Evergreen Select Intermediate Tax Exempt Bond Fund
Evergreen Select Core Bond Fund
Evergreen Select Intermediate Bond Fund
Evergreen Select Equity Trust
Evergreen Select Strategic Value Fund
Evergreen Select Large Cap Blend Fund
Evergreen Select Social Principles Fund
Evergreen Select Equity Income Fund
Evergreen Select Small Company Value Fund
Evergreen Select Common Stock Fund
Evergreen Select Balanced Fund
Evergreen Select Diversified Value Fund
Evergreen Select Money Market Trust
Evergreen Select 100% Treasury Money Market Fund
Evergreen Equity Trust
Evergreen Balanced Fund
Evergreen Small Company Growth Fund
Evergreen Fixed Income Trust
Evergreen Diversified Bond Fund
Evergreen Intermediate Term Bond Fund
Evergreen Municipal Trust
Evergreen Connecticut Municipal Bond Fund
Evergreen Florida Municipal Bond Fund
Evergreen Tax Free Fund
By: ____________________
John J. Pileggi
President
<PAGE>
EXHIBIT A
Evergreen Select Fixed Income Trust
Evergreen Select Limited Duration Fund
Evergreen Select Fixed Income Fund
Evergreen Select Income Plus Fund
Evergreen Select Intermediate Tax Exempt Bond Fund
Evergreen Select Core Bond Fund
Evergreen Select Intermediate Bond Fund
EvergreenSelect Equity Trust
Evergreen Select Strategic Value Fund
Evergreen Select Large Cap Blend Fund
Evergreen Select Social Principles Fund
Evergreen Select Equity Income Fund
Evergreen Select Small Company Value Fund
Evergreen Select Common Stock Fund
Evergreen Select Balanced Fund
Evergreen Select Diversified Value Fund
Evergreen Select Money Market Trust
Evergreen Select 100% Treasury Money Market Fund
Evergreen Equity Trust
Evergreen Balanced Fund
Evergreen Small Company Growth Fund
Evergreen Fixed Income Trust
Evergreen Diversified Bond Fund
Evergreen Intermediate Term Bond Fund
Evergreen Municipal Trust
Evergreen Connecticut Municipal Bond Fund
Evergreen Florida Municipal Bond Fund
Evergreen Tax Free Fund
A-1
<PAGE>
EXHIBIT B
The services provided for in this Agreement shall be performed by ESC, or
any agent appointed by ESC pursuant to Section 15 of this Agreement, under the
name of Evergreen Service Company (ESC) and this name or any similar name or
logo will not be used by ESC or its agents for any purposes other than those
related to this Agreement or to any other agreement which ESC may enter into
with any of the Fund (s) or with companies affiliated with the Fund(s).
The offices of ESC shall be open to perform the services pursuant to this
Agreement on all days when the Fund is open to transact business.
ESC will perform all services normally provided to investment companies
such as the Fund(s), and the quality of such services shall be equal to or
better than that provided to the other investment companies serviced by ESC.
With respect to each Fund, by way of illustration, but not limitation, these
services will include:
1. Establishing, maintaining, safeguarding and reporting on shareholder
account information and account histories, (including registration, name and
address recorded in generally accepted form, dealer, representative, branch, and
territory information, mailing address, distribution address, various codes and
specific information relating to (if applicable); withdrawal plans, letters of
intent, systematic investing, insured redemptions plans, account groupings for
rights of accumulation discount processing, and for account group reporting for
plan accounts and other accounts grouped for master sub-account reporting.)
2. Recording and controlling shares outstanding in certificate ("issued")
and non-certificate ("unissued") form.
3. Maintaining a record for each certificate issued to include certificate
number, account number, issued date, number of shares, canceled date or stop
date, where appropriate.
4. Reconciling the number of outstanding shares of each Fund on a daily
basis with the Fund and the Fund's custodian, promptly correcting any
differences noted.
5. Establishing and maintaining a trade file on behalf of each Fund based
on trade information furnished to the transfer agent by the Fund or its
distributors.
6. Accepting and processing direct cash investments however received and
investing such investments promptly in shareholder accounts.
7. Passing upon the adequacy of documents properly endorsed and guaranteed
submitted by or on behalf of a shareholder to transfer ownership or redeem
shares.
8. Transferring ownership of shares upon the books of each Fund.
9. Redeeming shares and preparing and mailing redemption checks or wire
proceeds as instructed.
10. Preparing and promptly mailing account statements to the shareholder or
such other authorized address and, when appropriate, as instructed by a Fund, to
the dealer or dealer branch, whenever transaction activity effecting share
balances are posted to a Fund account that is of the type that should receive
such statement.
11. Checking surrendered certificates for stop transfer instructions.
12. Canceling certificates surrendered.
13. Issuing certificates as replacements for those canceled, or as an
original issue of additional shares or upon the reduction of an equal number of
unissued shares.
14. Maintaining and updating a stop transfer file, promptly placing stop
transfer codes upon notification of possible loss, destruction or disappearance
of a certificate. Upon receipt of proper documentation obtaining necessary
insurance forms and issuing replacement certificates.
15. Balancing outstanding shares of record with the custodian prior to each
distribution and calculating and paying or reinvesting distributions to
shareholders of record and to open trade receivables and free stock.
16. Processing exchanges of shares of one Fund or Portfolio for another,
calculating proper sales charges and collecting fees as required.
17. Processing withdrawal plan liquidations according to plan instructions.
18. Reporting to each Fund and its custodian daily the capital stock
activities and dollar amounts of transactions.
19. Promptly answering inquiries from shareholders, dealers, Fund
personnel, and others as requested in accordance with the terms of this
Agreement as to account matters, referring policy or investment matters to the
Fund.
20. Mailing reports and special mailings, as directed by a Fund, to all
shareholders or selected holders or dealers.
21. Providing services with regard to the annual or special meetings of a
Fund, including preparation and timely mailing of proxy material to shareholders
of record and others as directed by the Fund, and receiving, examining and
recording all properly executed proxies and performing such follow-up as
required by the Fund.
22. Providing periodic listings and tallies of shareholder votes and
certifying the final tally.
23. Providing an inspector of elections at the annual or any special
meetings of a Fund.
24. Maintaining tax information for each account, deducting amounts where
required and furnishing to a Fund, its shareholders, dealers and, when
appropriate, regulatory bodies, the necessary tax information, all in compliance
with the various applicable laws.
25. Maintaining records of account and distribution information for checks
and confirmations returned as undeliverable by the Post Office.
26. Maintaining records and reporting sales information for Blue Sky
reporting purposes.
27. Calculating and processing Fund mergers or stock dividends, as directed
by a Fund.
28. Maintaining all Fund records as outlined in the record and tape
retention schedule delivered by a Fund.
29. Reconciling all investment, distribution and redemption accounts.
30. Providing for the replacement of uncashed distribution or
redemption checks.
31. Maintaining and safeguarding an inventory of unissued blank stock
certificates, checks and other Fund records.
32. Making available to a Fund and its distributors at their locations
devices which will provide immediate electronic access to computerized records
maintained for a Fund.
33. Providing space and such technical expertise as may be required to
enable a Fund and its properly authorized auditors, examiners and others
designated by the Fund in writing to properly understand and examine all books,
records, computer files, microfilm and other items maintained pursuant to this
Agreement, and to assist as required in such examination.
34. Assigning a single account number to each shareholder regardless of the
number of Funds or Portfolios owned for which Keystone Investment Management
Company, Evergreen Asset Management Corp., The Capital Management Group of First
Union National Bank of North Carolina or one of its affiliates is the trustee,
investment adviser or manager (except as instructed otherwise.)
35. Mailing prospectuses to existing accounts on receipt of the first
direct investment transaction after a new prospectus has been issued by a Fund.
36. Mailing cash election notices when required prior to capital gains
distributions.
37. Maintaining information, performing the necessary research and
producing reports required to comply with all applicable state escheat or
abandoned property laws.
With respect to each Fund, the Transfer Agent will produce reports as
requested by a Fund including, but not limited to, the following:
Shareholder Account Confirmation As required
Redemption Checks When redemption is made
Certificates When requested
Withdrawal plan payment checks On payment cycle
Distribution checks As required
Name and address labels
(per account registration) As requested
Proxy When required
1099 Annually
1042-S Annually
Transaction journals Daily
Record date position control Daily
Daily and (monthly) cash proof Daily
Daily and (monthly) share proof Daily
Daily master control Daily
Blue Sky exception Daily
Blue Sky master list Monthly and whenever a new
permit is issued by a state
Blue Sky sales report Cycle as designated in
advance by distributor
Check register Daily
Account information reports When requested
(Monthly) Cumulative Monthly
transaction
New account list Monthly
Shareholder master list When requested
Sales by State Monthly
Activities statistics Monthly
Distribution journals As required
Proxy tallies and vote listings When requested
Withdrawal plan account check Monthly
reconciliation
Dividend account check As required
reconciliation
<PAGE>
EXHIBIT C
Transfer Agent Fee Schedule
Charges to Funds
Group 1 - Retail Monthly Dividend Funds
Per open account per year $26.50
Per closed account per year 9.00
Per new account 10.00
Group 2 - Retail Quarterly Dividend Funds
Per open account per year $25.50
Per closed account per year 9.00
Per new account 10.00
Group 3 - Semi-Annual and Annual Dividend Funds
Per open account per year $24.50
Per closed account per year 9.00
Per new account 10.00
Group 4 - Retail Money Market Funds
Per open account per year $26.50
Per closed account per year 9.00
Per new account 10.00
Group 5 - Institutional Monthly Dividend Funds
Per open account per year $
Per closed account per year
Per new account
Group 6 - Institutional Quarterly Dividend Funds
Per open account per year $
Per closed account per year
Per new account
Group 7 - Semi-Annual and Annual Institutional Funds
Per open account per year $
Per closed account per year
Per new account
Group 7 - Institutional Money Market Funds
Per open account per year $
Per closed account per year
Per new account
Charges to Shareholders
Group 5 - ERISA **
Per IRA participant per year $10.00 with a maximum of $20.00
Per Keogh participant per year $10.00 with a maximum of $20.00
Per TSA per year $10.00 with a maximum of $20.00
**These fees are not borne by the Funds, but are direct shareholder charges.
Funds that have "seed" capital only will not be charged until the Fund has
public shareholders.
This Fee Schedule is exclusive of out-of-pocket reimbursable expenses and fee
reductions relating to average collected balance credits.
Out-of-pocket expenses include but are not limited to the following:
Stationery and supplies
Checks
Express Delivery
Postage
Printing of forms
Telephone
Photocopies and Microfilm
[FORM OF ADMINISTRATIVE SERVICES AGREEMENT]
This Administrative Services Agreement is made as of this __ day of
December, 1997 between [NAME OF 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, the Trust is a Delaware 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, 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 the table
below.
AGGREGATE DAILY NET ASSETS OF
FUNDS ADMINISTERED BY EIS
ADMINISTRATIVE FOR WHICH ANY AFFILIATE OF FIRST UNION
FEE NATIONAL BANK SERVES AS INVESTMENT ADVISER
.050% on the first $7 billion
.035% on the next $3 billion
.030% on the next $5 billion
.020% on the next $10 billion
.015% on the next $5 billion
.010% on assets in excess of $30 billion
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 wilful 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 June 30, 1998, 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 and to
its investment adviser at the following address: First Union National Bank, One
First Union Center, Charlotte, North Carolina 28288. 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.
[NAME OF TRUST]
ATTEST:__________________________ By:_______________________________
NAME:
TITLE:
EVERGREEN INVESTMENT SERVICES, INC.
ATTEST:__________________________ By:_______________________________
NAME:
TITLE:
<PAGE>
SCHEDULE A
22604
November 17, 1997
Evergreen Select Fixed Income Trust
200 Berkeley Street
Boston, Massachusetts 02116
Re: Registration Statement on Form N-1A
(Registration No. 333-36019)
Ladies and Gentlemen:
You have requested our opinion with respect to certain matters of Delaware
law in connection with the registration statement on Form N-1A (Registration No.
333-36019) (the "Registration Statement") under the Securities Act of 1933, as
amended, of Evergreen Select Fixed Income Trust (the "Trust") relating to an
indefinite number of the shares of beneficial interest of the Trust authorized
by the Agreement and Declaration of Trust (the "Shares").
We have reviewed the actions taken by the Trustees of the Trust to organize
the 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 the Trust, the Registration Statement, including the prospectus and statement
of additional information forming a part thereof, certificates of officers of
the Trust 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.
<PAGE>
Evergreen Select Fixed Income Trust
November 17, 1997
Page 2
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 the 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. The Trust is validly existing as a trust with transferable shares under
the laws of the State of Delaware.
2. The 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 the Registration Statement, the
Shares will be fully paid and nonassessable by the Trust.
We hereby consent to the filing of this opinion as an exhibit to the
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
F:\RNH\SALEM17\TRUSTS\SELECTFI\OPINION.LET:10/27/97
DISTRIBUTION PLAN OF INSTITUTIONAL SERVICE SHARES
THE EVERGREEN ___________ TRUST
EVERGREEN FUND
SECTION 1. The Evergreen ____________ Trust (the "Trust") individually
and/or on behalf of its series (the "Fund") referred to above in the title of
this Rule 12b-1 Plan of Distribution (the "Plan") may act as the distributor of
securities which are issued in respect of the Fund's Class C shares ("Shares"),
pursuant to Rule 12b-1 under the Investment Company Act of 1940 (the "1940 Act")
according to the terms of this Plan.
SECTION 2. The Trust may expend daily amounts at an annual rate of
1.00% of the average daily net asset value of Class C shares of the Fund. Such
amounts may be expended to finance activity which is principally intended to
result in the sale of Shares including, without limitation, expenditures
consisting of payments to a principal underwriter of the Fund ("Principal
Underwriter") or others in order (i) to make payments to the Principal
Underwriter or others of sales commissions, other fees or other compensation for
services provided or to be provided, to enable payments to be made by the
Principal Underwriter or others for any activity primarily intended to result in
the sale of Shares, to pay interest expenses associated with payments in
connection with the sale of Shares and to pay any expenses of financing
permitted by this clause (i); (ii) to enable the Principal Underwriter or others
to receive, pay or to have paid to others who have sold Shares, or who provide
services to holders of Shares, a service fee, maintenance or other fee in
respect of such services, at such intervals as the Principal Underwriter or such
others may determine, in respect of Shares previously sold and remaining
outstanding during the period in respect of which such fee is or has been paid;
and/or (iii) to compensate the Principal Underwriter or others for efforts
(including without limitation any financing of payments under (i) and (ii) for
the sale of shares) in respect of sales of Shares since inception of the Plan or
any predecessor plan. Appropriate adjustments shall be made to the payments made
pursuant to this Section 2 to the extent necessary to ensure that no payment is
made by the Fund with respect to the Class in excess of the applicable limit
imposed on asset based, front end and deferred sales charges under subsection
(d) of Rule 2830 of the Business Conduct Rules of the National Association of
Securities Dealers Regulation, Inc. (The "NASDR"). In addition, to the extent
any amounts paid hereunder fall within the definition of an "asset based sales
charge" under said NASDR Rule, such payments shall be limited to 0.75 of 1% of
the aggregate net asset value of the Shares on an annual basis and, to the
extent that any such payments are made in respect of "shareholder services" as
that term is defined in the NASDR Rule, such payments shall be limited to .25 of
1% of the aggregate net asset value of the Shares on an annual basis and shall
only be made in respect of shareholder services rendered during the period in
which such amounts are accrued.
SECTION 3. This Plan shall not take effect until it has been approved
by a vote of at least a majority (as defined in the 1940 Act) of the outstanding
Class C shares.
SECTION 4. This Plan shall not take effect until it has been approved
together with any related agreements of the Fund by votes of a majority of both
(a) the Board of Trustees of the Trust and (b) those Trustees of the Trust who
are not "interested persons" of the Trust (as said term is defined in the 1940
Act) and who have no direct or indirect financial interest in the operation of
this Plan or any agreements of the Fund or any other person related to this Plan
(the "Rule 12b-1 Trustees"), cast in person at a meeting called for the purpose
of voting on this Plan or such agreements.
SECTION 5. Unless sooner terminated pursuant to Section 7 hereof, this
Plan shall continue in effect for a period of one year from the date it takes
effect and thereafter shall continue in effect so long as such continuance is
specifically approved at least annually in the manner provided for approval of
this Plan in Section 4 hereof.
SECTION 6. Any person authorized to direct the disposition of monies
paid or payable by the Fund pursuant to this Plan or any related agreement shall
provide to the Trust's Board of Trustees and the Board shall review at least
quarterly a written report of the amounts so expended and the purposes for which
such expenditures were made.
SECTION 7. This Plan may be terminated at any time by vote of a
majority of the Rule 12b-1 Trustees or by vote of a majority of the outstanding
Class C shares.
SECTION 8. Any agreement of the Fund related to this Plan shall be in
writing, and shall provide as follows:
(a) that such agreement may be terminated at any time, with out
payment of any penalty, by vote of a majority of the Rule
12b-1 Trustees or by a vote of a majority of the outstanding
Class C shares on not more than sixty days written notice to
any other party to the agreement; and
(b) that such agreement shall terminate automatically in the event
of its assignment.
SECTION 9. This Plan may not be amended to increase material ly the
amount of distribution expenses provided for in Section 2 hereof unless such
amendment is approved in the manner provided in Section 3 hereof, and no
material amendment to this Plan shall be made unless approved in the manner
provided for in Section 4 hereof.
11998
MULTIPLE CLASS PLAN
FOR THE
EVERGREEN/KEYSTONE FUND GROUP
Each Fund in the Evergreen/Keystone group of mutual funds currently offers one
or more of the following nine classes of shares with the following class
provisions and current offering and exchange characteristics. Additional classes
of shares (such classes being shares having characteristics referred to in Rule
18f-3 under the Investment Company Act of 1940, as amended (the "1940 Act")),
when created, may have characteristics that differ from those described.
I. CLASSES
A. Class A Shares
1. Class A Shares have a distribution plan adopted pursuant to Rule 12b-1
under the 1940 Act (a "12b-1 Distribution Plan") and/or a shareholder
services plan. The plans provide for annual payments of distribution
and/or shareholder service fees that are based on a percentage of
average daily net assets of Class A shares, as described in a Fund's
current prospectus.
2. Class A Shares are offered with a front-end sales load, except that
purchases of Class A Shares made under certain circumstances are not
subject to the front-end load or may be subject to a contingent
deferred sales charge ("CDSC"), as described in a Fund's current
prospectus.
3. Shareholders may exchange Class A Shares of a Fund for Class A Shares
of any other fund named in a Fund's prospectus.
B. Class B Shares
1. Class B Shares have adopted a 12b-1 Distribution Plan and/or a
shareholder services plan. The plans provide for annual payments of
distribution and/or shareholder services fees that are based on a
percentage of average daily net assets of Class B shares, as described
in a Fund's current prospectus.
2. Class B Shares are offered at net asset value without a front-end
sales load, but may be subject to a CDSC as described in a Fund's
current prospectus.
3. Class B Shares automatically convert to Class A Shares without a sales
load or exchange fee after designated periods.
4. Shareholders may exchange Class B Shares of a Fund for Class B Shares
of any other fund described in a Fund's prospectus.
C. Class C Shares
1. Class C Shares have adopted a 12b-1 Distribution Plan and/or a
shareholder services plan. The plans provide for annual payments of
distribution and/or shareholder services fees that are based on a
percentage of average daily net assets of Class C shares, as described
in a Fund's current prospectus.
2. Class C Shares are offered at net asset value without a front-end
sales load, but may be subject to a CDSC as described in a Fund's
current prospectus.
3. Shareholders may exchange Class C Shares of a Fund for Class C Shares
of any other fund named in a Fund's prospectus.
D. Class Y Shares
1. Class Y Shares have no distribution or shareholder services plans.
2. Class Y Shares are offered at net asset value without a front-end
sales load or CDSC.
3. Shareholders may exchange Class Y Shares of a Fund for Class Y Shares
of any other fund described in a Fund's prospectus.
E. Class K Shares
1. Class K Shares have adopted a 12b-1 Distribution Plan and/or a
shareholder services plan. The plans provide for annual payments of
distribution and/or shareholder services fees that are based on a
percentage of average daily net assets of Class K shares, as described
in a Fund's current prospectus.
2. Class K Shares are offered at net asset value without a front-end
sales load, but may be subject to a CDSC as described in a Fund's
current prospectus.
3. Shareholders may only obtain Class K Shares by exchange of Shares of
funds in the Keystone Classic (Custodian) Fund Family and may only
exchange Class K Shares of a Fund only for Shares of funds in the
Keystone Classic (Custodian) Fund Family.
F. Institutional Service Shares
1. Institutional Service Shares have adopted a 12b-1 Distribution Plan
and/or a shareholder services plan. The plans provide for annual
payments of distribution and/or shareholder services fees that are
based on a percentage of average daily net assets of Institutional
Service Shares, as described in a Fund's current prospectus.
2. Institutional Service Shares are offered at net asset value without a
front-end sales load or CDSC.
3. Shareholders may exchange Institutional Service Shares of a Fund for
Institutional Service Shares of any other fund named in a Fund's
prospectus, to the extent they are offered by a Fund.
G. Institutional Shares
1. Institutional Shares have no distribution or shareholder services
plans.
2. Institutional Shares are offered at net asset value without a
front-end sales load or CDSC.
3. Shareholders may exchange Institutional Shares of a Fund for
Institutional Shares of any other fund described in a Fund's
prospectus, to the extent they are offered by a Fund.
H. Charitable Shares
1. Institutional Shares have no distribution or shareholder services
plans.
2. Institutional Shares are offered at net asset value without a
front-end sales load or CDSC.
3. Shareholders may exchange Institutional Shares of a Fund for
Institutional Shares of any other fund described in a Fund's
prospectus, to the extent they are offered by a Fund.
II. CLASS EXPENSES
Each class bears the expenses of its 12b-1 Distribution Plan and/or shareholder
services plan. There currently are no other class specific expanses.
III. EXPENSE ALLOCATION METHOD
All income, realized and unrealized capital gains and losses and expenses not
assigned to a class will be allocated to each class based on the relative net
asset value of each class.
IV. VOTING RIGHTS
A. Each class will have exclusive voting rights on any matter submitted to its
shareholders that relates solely to its class arrangement.
B. Each class will have separate voting rights on any matter submitted to
shareholders where the interests of one class differ from the interests of
any other class.
C. In all other respects, each class has the same rights and obligations as each
other class.
V. EXPENSE WAIVERS OR REIMBURSEMENTS
Any expense waivers or reimbursements will be in compliance with Rule 18f-3
issued under the 1940 Act.
