1933 Act Registration No. 333-
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form N-14AE
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933
[ ] Pre-Effective [ ] Post-Effective
Amendment No. Amendment No.
EVERGREEN SELECT FIXED INCOME TRUST
(Evergreen Select International Bond Fund)
[Exact Name of Registrant as Specified in Charter]
Area Code and Telephone Number: (617) 210-3200
200 Berkeley Street
Boston, Massachusetts 02116
-----------------------------------
(Address of Principal Executive Offices)
Michael H. Koonce, Esq.
Keystone Investment Management Company
200 Berkeley Street
Boston, Massachusetts 02116
-----------------------------------------
(Name and Address of Agent for Service)
Copies of All Correspondence to:
Robert N. Hickey, Esq.
Sullivan & Worcester LLP 1025
Connecticut Avenue, N.W.
Washington, D.C. 20036
Approximate date of proposed public offering: As soon as possible after
the effective date of this Registration Statement.
The Registrant has registered an indefinite amount of securities under
the Securities Act of 1933 pursuant to Section 24(f) under the Investment
Company Act of 1940 (File No. 333- 36019); accordingly, no fee is payable
herewith. Pursuant to Rule 429, this Registration Statement relates to the
aforementioned registration on Form N-1A. A Rule 24f-2 Notice for the
Registrant's fiscal year ended September 30, 1998 will be filed with the
Commission on or about December 29, 1998.
It is proposed that this filing will become effective on July 10, 1998
pursuant to Rule 488 of the Securities Act of 1933.
<PAGE>
EVERGREEN SELECT FIXED INCOME TRUST
CROSS REFERENCE SHEET
Pursuant to Rule 481(a) under the Securities Act of 1933
<TABLE>
<CAPTION>
Location in Prospectus/Proxy
Item of Part A of Form N-14 Statement
<S> <C>
1. Beginning of Registration Cross Reference Sheet; Cover
Statement and Outside Page
Front Cover Page of
Prospectus
2. Beginning and Outside Table of Contents
Back Cover Page of
Prospectus
3. Fee Table, Synopsis and Comparison of Fees and
Risk Factors Expenses; Summary; Comparison
of Investment Objectives and
Policies; Risks
4. Information About the Summary; Reasons for the
Transaction Reorganization; Comparative
Information on Shareholders'
Rights; Exhibit A (Agreement
and Plan of Reorganization)
5. Information about the Cover Page; Summary; Risks;
Registrant Comparison of Investment
Objectives and Policies;
Comparative Information on
Shareholders' Rights;
Additional Information
6. Information about the Cover Page; Summary; Risks;
Company Being Acquired Comparison of Investment
Objective and Policies;
Comparative Information on
Shareholders' Rights;
Additional Information
<PAGE>
7. Voting Information Cover Page; Summary; Voting
Information Concerning the
Meeting
8. Interest of Certain Financial Statements and
Persons and Experts Experts; Legal Matters
9. Additional Information Inapplicable
Required for Reoffering
by Persons Deemed to be
Underwriters
Item of Part B of Form N-14
10. Cover Page Cover Page
11. Table of Contents Omitted
12. Additional Information Statement of Additional
About the Registrant Information of Evergreen
Select International Bond Fund
dated July 10, 1998
13. Additional Information Statement of Additional
about the Company Being Information of CoreFunds, Inc.
Acquired - Global Bond Fund dated
November 1, 1997
14. Financial Statements Financial Statements of
CoreFunds, Inc. - Global Bond
Fund dated June 30, 1997 and
December 31, 1997 (unaudited)
Item of Part C of Form N-14
15. Indemnification Incorporated by Reference to
Part A Caption - "Comparative
Information on Shareholders'
Rights - Liability and
Indemnification of Trustees"
<PAGE>
16. Exhibits
Item 16. Exhibits
17. Undertakings Item 17. Undertakings
</TABLE>
<PAGE>
COREFUNDS, INC.
GLOBAL BOND FUND
530 EAST SWEDESFORD ROAD
WAYNE, PENNSYLVANIA 19087
July 10, 1998
Dear Shareholder,
As a result of the Merger of CoreStates Financial Corp with and into a
wholly-owned subsidiary of First Union Corporation effective April 30, 1998, I
am writing to shareholders of Global Bond Fund (the "Fund"), a series of
CoreFunds, Inc., to inform you of a Special Shareholders' meeting to be held on
August 18, 1998. Before that meeting, I would like your vote on the important
issues affecting your Fund as described in the attached Prospectus/Proxy
Statement.
The Prospectus/Proxy Statement includes three proposals. The first proposal
requests that shareholders consider and act upon an Agreement and Plan of
Reorganization whereby all of the assets of the Fund would be acquired by
Evergreen Select International Bond Fund in exchange for either Institutional or
Institutional Service shares of Evergreen Select International Bond Fund and the
assumption by Evergreen Select International Bond Fund of the identified
liabilities of the Fund. You will receive shares of Evergreen Select
International Bond Fund having an aggregate net asset value equal to the
aggregate net asset value of your Fund shares. Details about Evergreen Select
International Bond Fund's investment objective, portfolio management team,
performance, etc. are contained in the attached Prospectus/Proxy Statement. For
federal income tax purposes, the transaction is a non-taxable event for
shareholders.
The second proposal requests shareholder consideration of an Interim Investment
Advisory Agreement between the Fund and CoreStates Investment Advisers, Inc.
("CSIA"), the Fund's current investment adviser. It is anticipated that the
Interim Investment Advisory Agreement will be in effect from April 30, 1998 to
the date the reorganization is consummated (scheduled for August 21, 1998).
The third proposal requests shareholder consideration of an Interim Sub-Advisory
Agreement between CSIA and Analytic.TSA International, Inc., the Fund's current
sub-adviser.
Information relating to the Interim Investment Advisory Agreement and the
Interim Sub-Advisory Agreement is contained in the attached Prospectus/Proxy
Statement.
<PAGE>
The Board of Directors has approved the proposals and recommends that you vote
FOR these proposals.
I realize that this Prospectus/Proxy Statement will take time to review, but
your vote is very important. Please take the time to familiarize yourself with
the proposals. If you attend the meeting, you may vote your shares in person. If
you do not expect to attend the meeting, either complete, date, sign and return
the enclosed proxy card in the enclosed postage paid envelope or vote by calling
toll-free 1-800-733-8481 24 hours a day. Instructions on how to complete the
proxy card or vote by telephone are included immediately after the Notice of
Special Meeting.
If you have any questions about the proxy, please call our proxy solicitor,
Shareholder Communications Corporation at 800-733-8481 ext. 468. You may also
FAX your completed and signed proxy card to 800-733-1885. If we do not receive
your completed proxy card or your telephone vote after several weeks, you may be
contacted by Shareholder Communications Corporation, who will remind you to vote
your shares.
Thank you for taking this matter seriously and participating in this important
process.
Sincerely,
Kevin P. Robins
Vice President
CoreFunds, Inc.
<PAGE>
[SUBJECT TO COMPLETION, JUNE 10, 1998 PRELIMINARY COPY]
COREFUNDS, INC.
GLOBAL BOND FUND
530 EAST SWEDESFORD ROAD
WAYNE, PENNSYLVANIA 19087
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON AUGUST 18, 1998
Notice is hereby given that a Special Meeting (the "Meeting") of
Shareholders of Global Bond Fund (the "Fund"), a series of CoreFunds, Inc., will
be held at the offices of the Evergreen Funds, 26th Floor, 200 Berkeley Street,
Boston, Massachusetts 02116, on August 18, 1998 at 2:00 p.m. for the following
purposes:
1. To consider and act upon the Agreement and Plan of Reorganization
(the "Plan") dated as of June 15, 1998, providing for the acquisition of all of
the assets of the Fund by Evergreen Select International Bond Fund ("Evergreen
International Bond"), a series of Evergreen Select Fixed Income Trust, in
exchange for shares of Evergreen International Bond and the assumption by
Evergreen International Bond of the identified liabilities of the Fund. The Plan
also provides for distribution of these shares of Evergreen International Bond
to shareholders of the Fund in liquidation and subsequent termination of the
Fund. A vote in favor of the Plan is a vote in favor of the liquidation and
dissolution of the Fund.
2. To consider and act upon the Interim Investment Advisory Agreement
between the Fund and CoreStates Investment
Advisers, Inc.
("CSIA").
3. To consider and act upon the Interim Sub-Advisory Agreement between
CSIA and Analytic.TSA International, Inc.
4. To transact any other business which may properly come before the
Meeting or any adjournment or adjournments thereof.
On behalf of the Fund, the Directors of CoreFunds, Inc. have fixed the
close of business on June 30, 1998 as the record date for the determination of
shareholders of the Fund entitled to notice of and to vote at the Meeting or any
adjournment thereof.
IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. SHAREHOLDERS WHO DO NOT
EXPECT TO ATTEND IN PERSON ARE URGED WITHOUT DELAY TO SIGN AND RETURN THE
ENCLOSED PROXY IN THE ENCLOSED ENVELOPE, WHICH REQUIRES NO POSTAGE, SO THAT
THEIR SHARES MAY BE REPRESENTED AT THE MEETING. YOUR PROMPT ATTENTION
<PAGE>
TO THE ENCLOSED PROXY WILL HELP TO AVOID THE EXPENSE OF FURTHER
SOLICITATION.
By Order of the Board of Directors
James W. Jennings
Secretary
July 10, 1998
<PAGE>
INSTRUCTIONS FOR EXECUTING PROXY CARDS
The following general rules for signing proxy cards may be of
assistance to you and may help to avoid the time and expense involved in
validating your vote if you fail to sign your proxy card properly.
1. INDIVIDUAL ACCOUNTS: Sign your name exactly as it
appears in the Registration on the proxy card.
2. JOINT ACCOUNTS: Either party may sign, but the name of
the party signing should conform exactly to a name shown in the
Registration on the proxy card.
3. ALL OTHER ACCOUNTS: The capacity of the individual
signing the proxy card should be indicated unless it is reflected
in the form of Registration. For example:
<TABLE>
<CAPTION>
REGISTRATION VALID SIGNATURE
<S> <C>
CORPORATE
ACCOUNTS
(1) ABC Corp. ABC Corp.
(2) ABC Corp. John Doe, Treasurer
(3) ABC Corp. John Doe, Treasurer
c/o John Doe, Treasurer
(4) ABC Corp. Profit Sharing Plan John Doe, Trustee
TRUST ACCOUNTS
(1) ABC Trust Jane B. Doe, Trustee
(2) Jane B. Doe, Trustee Jane B. Doe
u/t/d 12/28/78
CUSTODIAL OR ESTATE ACCOUNTS
(1) John B. Smith, Cust. John B. Smith
f/b/o John B. Smith, Jr. UGMA
(2) John B. Smith John B. Smith, Jr., Executor
</TABLE>
<PAGE>
INSTRUCTIONS FOR TELEPHONE VOTING
To vote your proxy by telephone follow the four easy steps below. Or if you
prefer you may send back your signed proxy ballot in the postage paid envelope
provided.
1. Read the accompanying proxy information and ballot.
2. Identify the twelve-digit "CONTROL NO." in the middle portion of your ballot
on the left hand side. This control number is the key to casting your vote over
the telephone.
3. Dial 1-800-733-8481 ext. 468.
4. Follow the simple instructions.
<PAGE>
PROSPECTUS/PROXY STATEMENT DATED JULY 10, 1998
Acquisition of Assets of
GLOBAL BOND FUND
a series of
CoreFunds, Inc.
530 East Swedesford Road
Wayne, Pennsylvania 19087
By and in Exchange for Shares of
EVERGREEN SELECT INTERNATIONAL BOND FUND
a series of
Evergreen Select Fixed Income Trust
200 Berkeley Street
Boston, Massachusetts 02116
This Prospectus/Proxy Statement is being furnished to shareholders of
Global Bond Fund ("CoreFunds Global Bond") in connection with a proposed
Agreement and Plan of Reorganization (the "Plan") to be submitted to
shareholders of CoreFunds Global Bond for consideration at a Special Meeting of
Shareholders to be held on August 18, 1998 at 2:00 p.m. at the offices of the
Evergreen Funds, 200 Berkeley Street, 26th Floor, Boston, Massachusetts, 02116,
and any adjournments thereof (the "Meeting"). The Plan provides for all of the
assets of CoreFunds Global Bond to be acquired by Evergreen Select International
Bond Fund ("Evergreen International Bond") in exchange for shares of Evergreen
International Bond and the assumption by Evergreen International Bond of the
identified liabilities of CoreFunds Global Bond (hereinafter referred to as the
"Reorganization"). Evergreen International Bond and CoreFunds Global Bond are
sometimes hereinafter referred to individually as the "Fund" and collectively as
the "Funds." Following the Reorganization, shares of Evergreen International
Bond will be distributed to shareholders of CoreFunds Global Bond in liquidation
of CoreFunds Global Bond and such Fund will be terminated. Holders of Class A
shares of CoreFunds Global Bond will receive Institutional Service shares of
Evergreen International Bond, and holders of Class Y shares of CoreFunds Global
Bond will receive Institutional shares of Evergreen International Bond. Each
such class of shares of Evergreen International Bond has substantially similar
Rule 12b-1 distribution-related fees, if any, as the shares of the respective
class of CoreFunds Global Bond held by them prior to the Reorganization. No
sales charges are imposed on Evergreen International Bond's Institutional
Service or Institutional shares. As a result of the proposed Reorganization,
shareholders of CoreFunds Global Bond will receive that number of full and
fractional shares of Evergreen International Bond having an aggregate net asset
value equal to the aggregate net asset value of such shareholder's shares of
CoreFunds Global Bond. The
<PAGE>
Reorganization is being structured as a tax-free reorganization for federal
income tax purposes.
Evergreen International Bond is a separate newly-organized series of
Evergreen Select Fixed Income Trust, an open-end management investment company
registered under the Investment Company Act of 1940, as amended (the "1940
Act"). The investment objective of Evergreen International Bond is to seek
capital appreciation and current income. Such investment objective is identical
to that of CoreFunds Global Bond.
Shareholders of CoreFunds Global Bond are also being asked to approve:
(1) the Interim Investment Advisory Agreement with CoreStates Investment
Advisers, Inc. ("CSIA"), a subsidiary of First Union Corporation (the "Interim
Advisory Agreement"), with the same terms and fees as the previous advisory
agreement between CoreFunds Global Bond and CSIA and (2) the Interim Sub-
Advisory Agreement (the "Interim Sub-Advisory Agreement") between CSIA and
Analytic.TSA International, Inc. ("Analytic"), with the same terms and fees as
the previous sub-advisory agreement between CSIA and Analytic. The Interim
Advisory Agreement and the Interim Sub-Advisory Agreement will be in effect for
the period of time between April 30, 1998, the date on which the merger of
CoreStates Financial Corp with and into a wholly-owned subsidiary of First Union
Corporation was consummated, and the date of the Reorganization (scheduled for
on or about August 21, 1998).
This Prospectus/Proxy Statement, which should be retained for future
reference, sets forth concisely the information about Evergreen International
Bond that shareholders of CoreFunds Global Bond should know before voting on the
Reorganization. Certain relevant documents listed below, which have been filed
with the Securities and Exchange Commission ("SEC"), are incorporated in whole
or in part by reference. A Statement of Additional Information dated July 10,
1998, relating to this Prospectus/Proxy Statement and the Reorganization which
includes the financial statements of CoreFunds Global Bond dated June 30, 1997
and December 31, 1997, has been filed with the SEC and is incorporated by
reference in its entirety into this Prospectus/Proxy Statement. Evergreen
International Bond is a newly created series of Evergreen Select Fixed Income
Trust and has had no operations to date. Consequently, there are no current
financial statements of Evergreen International Bond. A copy of such Statement
of Additional Information is available upon request and without charge by
writing to Evergreen International Bond at 200 Berkeley Street, Boston,
Massachusetts 02116 or by calling toll-free 1-800-343-2898.
The two Prospectuses of Evergreen International Bond dated July 10,
1998 are incorporated herein by reference in their entirety. The Prospectuses,
which pertain (i) to Institutional Service shares and (ii) to Institutional
shares, differ only
<PAGE>
insofar as they describe the separate distribution and shareholder servicing
arrangements applicable to the classes. Shareholders of CoreFunds Global Bond
will receive, with this Prospectus/Proxy Statement, copies of the Prospectus
pertaining to the class of shares of Evergreen International Bond that they will
receive as a result of the consummation of the Reorganization. Additional
information about Evergreen International Bond is contained in its Statement of
Additional Information of the same date which has been filed with the SEC and
which is available upon request and without charge by writing to or calling
Evergreen International Bond at the address or telephone number listed in the
preceding paragraph.
The two Prospectuses of CoreFunds Global Bond which pertain (i) to
Class A (Individual shares) and (ii) to Class Y shares (Institutional shares)
dated November 1, 1997, insofar as they relate to CoreFunds Global Bond only,
and not to any other funds described therein, are incorporated herein in their
entirety by reference. Copies of the Prospectuses, related Statement of
Additional Information dated the same date, the Annual Report for the fiscal
year ended June 30, 1997 and the Semi-Annual Report for the six month period
ended December 31, 1997, are available upon request and without charge by
writing to CoreFunds Global Bond at the address listed on the cover page of this
Prospectus/Proxy Statement or by calling toll-free 1-800-355- 2673.
Included as Exhibits A, B and C to this Prospectus/Proxy Statement are
a copy of the Plan, the Interim Advisory Agreement and the Interim Sub-Advisory
Agreement, respectively.
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/PROXY STATEMENT. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The shares offered by this Prospectus/Proxy Statement are not deposits
or obligations of any bank and are not insured or otherwise protected by the
U.S. government, the Federal Deposit Insurance Corporation, the Federal Reserve
Board or any other government agency and involve investment risk, including
possible
loss of capital.
<PAGE>
TABLE OF CONTENTS
Page
COMPARISON OF FEES AND EXPENSES.............................................7
SUMMARY ..................................................................11
Proposed Plan of Reorganization ....11
Tax Consequences ....13
Investment Objectives and Policies of the Funds ....13
Comparative Performance Information for each Fund ....14
Management of the Funds ....14
Investment Advisers and Sub-Adviser ....15
Administrators ....16
Portfolio Management ....16
Distribution of Shares ....17
Purchase and Redemption Procedures ....18
Exchange Privileges ....19
Dividend Policy ....19
Risks ....20
REASONS FOR THE REORGANIZATION.............................................23
Agreement and Plan of Reorganization ....25
Federal Income Tax Consequences ....27
Pro-forma Capitalization ....29
Shareholder Information ....30
COMPARISON OF INVESTMENT OBJECTIVES AND POLICIES...........................32
COMPARATIVE INFORMATION ON SHAREHOLDERS' RIGHTS............................34
Forms of Organization ....34
Capitalization ....34
Shareholder Liability ....35
Shareholder Meetings and Voting Rights ....35
Liquidation or Dissolution ....36
Liability and Indemnification of Trustees ....37
INFORMATION REGARDING THE INTERIM ADVISORY AGREEMENT.......................38
Introduction ....38
Comparison of the Interim Advisory Agreement
and the Previous Advisory Agreement ....39
Information About CoreFunds Global Bond's
Investment Adviser ....40
INFORMATION REGARDING THE INTERIM SUB-ADVISORY AGREEMENT...................40
Introduction ....40
Comparison of the Interim Sub-Advisory Agreement
and the Previous Sub-Advisory Agreement ....41
ADDITIONAL INFORMATION.....................................................42
<PAGE>
VOTING INFORMATION CONCERNING THE MEETING..................................43
FINANCIAL STATEMENTS AND EXPERTS...........................................46
LEGAL MATTERS..............................................................46
OTHER BUSINESS.............................................................46
APPENDIX A.................................................................48
APPENDIX B.................................................................50
EXHIBIT A.................................................................A-1
EXHIBIT B.................................................................B-1
EXHIBIT C.................................................................C-1
<PAGE>
COMPARISON OF FEES AND EXPENSES
The amounts for Institutional and Institutional Service shares of
Evergreen International Bond set forth in the following tables and in the
examples are based on the estimated expenses of Evergreen International Bond for
the fiscal period ending September 30, 1998. The amounts for Class Y and Class A
shares of CoreFunds Global Bond set forth in the following tables and in the
examples are based on the estimated expenses for CoreFunds Global Bond for the
fiscal year ending June 30, 1998 as set forth in the current Prospectuses of
CoreFunds Global Bond. The pro forma amounts for Institutional and Institutional
Service shares of Evergreen International Bond are based on what the combined
expenses would be for Evergreen International Bond for the fiscal period ending
September 30, 1998. All amounts are adjusted for voluntary expense waivers.
The following tables show for Evergreen International Bond, CoreFunds
Global Bond and Evergreen International Bond pro forma, assuming consummation of
the Reorganization, the shareholder transaction expenses and annual fund
operating expenses associated with an investment in the Institutional and
Institutional Service shares of Evergreen International Bond and the Class Y and
Class A shares of CoreFunds Global Bond.
<PAGE>
<TABLE>
<CAPTION>
Comparison of Institutional and Institutional Service
Shares of Evergreen International Bond With Class Y and
Class A Shares of CoreFunds Global Bond
Evergreen CoreFunds Global
International Bond Bond
Institu-
Shareholder Transaction Institu- tional
Expenses tional Service Class Y Class A
<S> <C> <C> <C> <C>
Maximum Sales Load None None None 4.75%
Imposed on Purchases
(as a percentage of
offering price)
Maximum Sales Load None None None None
Imposed on Reinvested
Dividends (as a
percentage of offering
price)
Contingent Deferred None None None None
Sales Charge (as a
percentage of original
purchase price or
redemption proceeds,
whichever is lower)
Annual Fund Operating
Expenses (as a
percentage of average
daily net assets)
Management Fee (After 0.47% 0.47% 0.50% 0.50%
Waiver) (1)
12b-1 Fees None 0.25% None 0.25%
Other Expenses (After 0.37% 0.37% 0.34% 0.34%
----- ----- ----- -----
Waiver) (2)
Annual Fund Operating 0.84% 1.09% 0.84% 1.09%
===== ===== ===== =====
Expenses (3)
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Evergreen International Bond Pro Forma
Institutional
Shareholder Transaction Expenses Institutional Service
<S> <C> <C>
Maximum Sales Load Imposed on None None
Purchases (as a percentage of
offering price)
Maximum Sales Load Imposed on None None
Reinvested Dividends (as a
percentage of offering price)
Contingent Deferred Sales Charge None None
(as a percentage of original
purchase price or redemption
proceeds, whichever is lower)
Annual Fund Operating Expenses (as
a percentage of average daily net
assets)
Management Fee (After Waiver)(1) 0.47% 0.47%
12b-1 Fees None 0.25%
Other Expenses 0.37% 0.37%
--------- ----------
Annual Fund Operating Expenses (3) 0.84% 1.09%
====== =======
</TABLE>
- - - - - - - ---------------
(1) The management fee for Evergreen International Bond has been
reduced from 0.60% of average daily net assets to reflect
the voluntary waiver by the investment adviser. The
investment adviser currently intends to continue this fee
waiver through November 30, 1998; however, this waiver may
be modified or canceled at any time. Absent voluntary
waiver by CoreFunds Global Bond's investment adviser, the
management fee for CoreFunds Global Bond would have been
0.60%.
(2) Absent voluntary waivers by CoreFunds Global Bond's administrator,
Other Expenses would have been 0.43% of average daily net assets.
(3) Annual Fund Operating Expenses for the Institutional and
Institutional Service shares of Evergreen International Bond
are estimated to be 0.97% and 1.22%, respectively, for the
fiscal period ending September 30, 1998, and for the Class Y
and Class A shares of CoreFunds Global Bond would have been
1.03% and 1.28%, respectively, for the year ending June 30,
1998, absent fee and expense waivers. The investment
adviser of Evergreen International Bond has undertaken to
<PAGE>
limit the Fund's Annual Fund Operating Expenses for a period of at
least two years to 1.03% and 1.28% for Institutional and Institutional
Service shares, respectively.
Examples. The following tables show for Evergreen International Bond
and CoreFunds Global Bond, and for Evergreen International Bond pro forma,
assuming consummation of the Reorganization, examples of the cumulative effect
of shareholder transaction expenses and annual fund operating expenses indicated
above on a $1,000 investment in each class of shares for the periods specified,
assuming (i) a 5% annual return and (ii) redemption at the end of such period.
<TABLE>
<CAPTION>
Evergreen International Bond
Three Five
One Year Years Years Ten Years
<S> <C> <C> <C> <C>
Institutional $9 $27 $47 $104
Institutional $ 11 $ 35 $60 $133
Service
CoreFunds Global Bond
Three Five
One Year Years Years Ten Years
Class Y $ 9 $ 27 $ 47 $104
Class A $ 58 $ 81 $105 $174
</TABLE>
<TABLE>
<CAPTION>
Evergreen International Bond Pro Forma
Three Five
One Year Years Years Ten Years
<S> <C> <C> <C> <C>
Institutional $9 $27 $47 $104
Institutional $ 11 $ 35 $60 $133
Service
</TABLE>
The purpose of the foregoing examples is to assist CoreFunds Global
Bond shareholders in understanding the various costs and expenses that an
investor in Evergreen International Bond as a result of the Reorganization would
bear directly and indirectly, as compared with the various direct and indirect
expenses currently borne by a shareholder in CoreFunds Global Bond. These
examples should not be considered a representation of past or
<PAGE>
future expenses or annual return. Actual expenses may be greater
or less than those shown.
SUMMARY
This summary is qualified in its entirety by reference to the
additional information contained elsewhere in this Prospectus/Proxy Statement,
the Prospectuses of Evergreen International Bond dated July 10, 1998 and the
Prospectuses of CoreFunds Global Bond dated November 1, 1997 (which are
incorporated herein by reference), the Plan, the Interim Advisory Agreement and
the Interim Sub-Advisory Agreement, the forms of which are attached to this
Prospectus/Proxy Statement as Exhibits A, B and C respectively.
Proposed Plan of Reorganization
The Plan provides for the transfer of all of the assets of CoreFunds
Global Bond in exchange for shares of Evergreen International Bond and the
assumption by Evergreen International Bond of the identified liabilities of
CoreFunds Global Bond. The identified liabilities consist only of those
liabilities reflected on the Fund's statement of assets and liabilities
determined immediately preceding the Reorganization. The Plan also calls for the
distribution of shares of Evergreen International Bond to CoreFunds Global Bond
shareholders in liquidation of CoreFunds Global Bond as part of the
Reorganization. As a result of the Reorganization, the holders of Class A and
Class Y shares of CoreFunds Global Bond will become the owners of that number of
full and fractional Institutional Service and Institutional shares,
respectively, of Evergreen International Bond having an aggregate net asset
value equal to the aggregate net asset value of the shareholders' shares of
CoreFunds Global Bond, as of the close of business immediately prior to the date
that CoreFunds Global Bond's assets are exchanged for shares of Evergreen
International Bond. See "Reasons for the Reorganization - Agreement and Plan of
Reorganization."
The Directors of CoreFunds, Inc., including the Directors who are not
"interested persons," as such term is defined in the 1940 Act (the "Independent
Directors"), have concluded that the Reorganization would be in the best
interests of shareholders of CoreFunds Global Bond, and that the interests of
the shareholders of CoreFunds Global Bond will not be diluted as a result of the
transactions contemplated by the Reorganization. Accordingly, the Directors have
submitted the Plan for the approval of CoreFunds Global Bond's shareholders.
THE BOARD OF DIRECTORS OF COREFUNDS, INC.
RECOMMENDS APPROVAL BY SHAREHOLDERS OF COREFUNDS GLOBAL BOND
OF THE PLAN EFFECTING THE REORGANIZATION.
<PAGE>
The Trustees of Evergreen Select Fixed Income Trust have also approved the
Plan and, accordingly, Evergreen International Bond's participation in the
Reorganization.
Approval of the Reorganization on the part of CoreFunds Global Bond
will require the affirmative vote of a majority of CoreFunds Global Bond's
outstanding shares, with all classes voting together as a single class at a
Meeting at which a quorum of the Fund's shares is present. A majority of the
outstanding shares entitled to vote, represented in person or by proxy, is
required to constitute a quorum at the Meeting. See "Voting Information
Concerning the Meeting."
The merger of CoreStates Financial Corp ("CoreStates Financial") with
and into a wholly-owned subsidiary of First Union Corporation ("First Union")
(the "Merger") has been consummated and, as a result, by law the Merger
terminated the investment advisory agreement between CSIA and CoreFunds Global
Bond and the sub-advisory agreement between CSIA and Analytic. Prior to
consummation of the Merger, CoreFunds Global Bond received an order from the SEC
which permitted the implementation, without formal shareholder approval, of a
new investment advisory agreement between the Fund and CSIA for a period of not
more than 150 days (September 27, 1998) beginning on the date of the closing of
the Merger and continuing through the date the Interim Advisory Agreement is
approved by the Fund's shareholders. Pursuant to Rule 15a-4 under the 1940 Act,
Analytic is permitted to serve as sub-adviser to CoreFunds Global Bond for up to
120 days (August 28, 1998) from the date of the Merger without shareholder
approval. The Interim Advisory Agreement and the Interim Sub-Advisory Agreement
have the same terms and fees as the previous investment advisory agreement
between CoreFunds Global Bond and CSIA and the previous sub- advisory agreement
between CSIA and Analytic. The Reorganization is scheduled to take place on or
about August 21, 1998.
Approval of each of the Interim Advisory Agreement and the Interim
Sub-Advisory Agreement requires the affirmative vote of (i) 67% or more of the
shares of CoreFunds Global Bond present in person or by proxy at the Meeting, if
holders of more than 50% of the shares of CoreFunds Global Bond outstanding on
the record date are present, in person or by proxy, or (ii) more than 50% of the
outstanding shares of CoreFunds Global Bond, whichever is less. See "Voting
Information Concerning the Meeting."
If the shareholders of CoreFunds Global Bond do not vote to approve the
Reorganization, the Directors will consider other possible courses of action in
the best interests of shareholders.
Tax Consequences
<PAGE>
Prior to or at the completion of the Reorganization, CoreFunds Global
Bond will have received an opinion of Sullivan & Worcester LLP that the
Reorganization has been structured so that no gain or loss will be recognized by
the Fund or its shareholders for federal income tax purposes as a result of the
receipt of shares of Evergreen International Bond in the Reorganization. The
holding period and aggregate tax basis of shares of Evergreen International Bond
that are received by CoreFunds Global Bond's shareholders will be the same as
the holding period and aggregate tax basis of shares of the Fund previously held
by such shareholders, provided that shares of the Fund are held as capital
assets. In addition, the holding period and tax basis of the assets of CoreFunds
Global Bond in the hands of Evergreen International Bond as a result of the
Reorganization will be the same as in the hands of the Fund immediately prior to
the Reorganization, and no gain or loss will be recognized by Evergreen
International Bond upon the receipt of the assets of the Fund in exchange for
shares of Evergreen International Bond and the assumption by Evergreen
International Bond of the identified liabilities.
Investment Objectives and Policies of the Funds
The investment objective of Evergreen International Bond is capital
appreciation and current income. Under normal circumstances, the Fund invests at
least 65% of its total assets in investment grade fixed income securities or
debt obligations of supranational agencies, government entities or corporations
denominated in various currencies and located outside the United States.
The investment objective of CoreFunds Global Bond is to seek capital
appreciation and current income. The Fund invests primarily in U.S. government
and corporate debt securities, and fixed income securities of foreign issuers
denominated in U.S. dollars and other currencies. Under normal circumstances,
the Fund will invest at least 65% of its total assets in investment grade fixed
income securities. See "Comparison of Investment Objectives and Policies" below.
Comparative Performance Information for each Fund
Discussions of the manner of calculation of total return are contained
in the respective Prospectuses and Statement of Additional Information of the
Funds. Evergreen International Bond, as of the date of this Prospectus/Proxy
Statement, had not commenced operations. The following tables set forth the
total return of the Class Y and Class A shares of CoreFunds Global Bond for the
one year period ended March 31, 1998 and for the period from inception through
March 31, 1998. The calculations of total return assume the reinvestment of all
dividends and capital gains distributions on the reinvestment date and the
deduction of all
<PAGE>
recurring expenses (including sales charges) that were charged to shareholders'
accounts.
<TABLE>
<CAPTION>
Average Annual Total Return (1)
1 Year From
Ended Inception Inception
March 31, To March Date
1998 31, 1998
------- --------- ---------
<S> <C> <C> <C>
CoreFunds
Global
Bond
Class A (0.18)% 2.73% 12/15/93
shares
Class Y 5.07% 4.15% 12/15/93
shares
</TABLE>
- - - - - - - --------------
(1) Reflects waiver of advisory fees and reimbursements and/or waivers of
expenses. Without such reimbursements and/or waivers, the average
annual total returns during the periods would have been lower.
Management of the Funds
The overall management of Evergreen International Bond and of CoreFunds
Global Bond is the responsibility of, and is supervised by, the Board of
Trustees of Evergreen Select Fixed Income Trust and the Board of Directors of
CoreFunds, Inc., respectively.
Investment Advisers and Sub-Adviser
The investment adviser to Evergreen International Bond is the Capital
Management Group of First Union National Bank ("FUNB"). FUNB is a subsidiary of
First Union, the sixth largest bank holding company in the United States based
on total assets as of September 30, 1997. The Capital Management Group of FUNB
and its affiliates manage the Evergreen family of mutual funds with assets of
approximately $46 billion as of March 31, 1998. For further information
regarding FUNB and First Union, see "Fund Organization and Service Providers -
Adviser" in the Prospectuses of Evergreen International Bond.
FUNB manages investments and supervises the daily business affairs of
Evergreen International Bond subject to the authority of the Trustees. FUNB is
entitled to receive from the Fund an annual fee equal to 0.60% of the Fund's
average daily net assets.
<PAGE>
FUNB has engaged Analytic as the Fund's sub-adviser. Analytic is a
specialist manager of fixed income securities and cash for institutional
investors. Analytic is located at 25/28 Old Burlington Street, London W1X 1LB,
England, and is a wholly-owned subsidiary of United Asset Management Corporation
("UAM") of Boston, Massachusetts. FUNB has entered into an agreement with UAM to
acquire all the outstanding common stock of Analytic. It is anticipated that
this transaction will be consummated on or about August 21, 1998. FUNB pays
Analytic at an annual rate of .30% out of the advisory fee which FUNB receives
from Evergreen International Bond.
CSIA serves as the investment adviser for CoreFunds Global Bond. As
investment adviser, CSIA has overall responsibility for portfolio management of
the Fund. For its services as investment adviser, CSIA is entitled to receive a
fee at an annual rate of 0.60% of the Fund's average daily net assets. CSIA has
engaged Analytic as the Fund's sub-adviser. CSIA compensates Analytic from the
advisory fee received from CoreFunds Global Bond. See "Information Regarding the
Interim Sub-Advisory Agreement."
Each investment adviser may, at its discretion, reduce or waive its fee
or reimburse a Fund for certain of its other expenses in order to reduce its
expense ratios. Each investment adviser may reduce or cease these voluntary
waivers and reimbursements at any time.
Year 2000 Risks. Like other investment companies, financial and
business organizations and individuals around the world, Evergreen International
Bond could be adversely affected if the computer systems used by the Fund's
investment adviser and the Fund's other service providers do not properly
process and calculate date-related information and data from and after January
1, 2000. This is commonly known as the "Year 2000 Problem." The Fund's
investment adviser is taking steps to address the Year 2000 Problem with respect
to the computer systems that it uses and to obtain assurances that comparable
steps are being taken by the Fund's other major service providers. At this time,
however, there can be no assurance that these steps will be sufficient to avoid
any adverse impact on the Fund.
Administrators
Evergreen Investment Services, Inc. ("EIS") serves as administrator to
Evergreen International Bond. As administrator, EIS provides facilities,
equipment and personnel to Evergreen International Bond and is entitled to
receive an administration fee from the Fund based on the aggregate average daily
net assets of all the mutual funds advised by FUNB and its affiliates,
calculated in accordance with the following schedule: 0.050% on the first $7
billion, 0.035% on the next $3 billion, 0.030% on
<PAGE>
the next $5 billion, 0.20% on the next $10 billion, 0.015% on the next $5
billion and 0.010% on assets in excess of $30 billion.
SEI Fund Resources ("SEI") acts as the administrator for CoreFunds
Global Bond and provides the Fund with certain administrative personnel and
services including certain legal and accounting services. SEI is entitled to
receive a fee for such services at the annual rate of 0.25% of the Fund's
average daily net assets. SEI will continue during the term of the Interim
Advisory Agreement as CoreFunds Global Bond's administrator for the same
compensation as currently received.
Portfolio Management
The portfolio manager of Evergreen International Bond is George
McNeill. Mr. McNeill is Managing Director of Analytic. He has over 35 years of
experience in managing fixed income portfolios. He served as the senior
investment officer for Gillett Brothers (1977-1981), Reserve Asset Managers
(1981-1989) and Axe-Houghton, Ltd. (1989-1996). In 1996, together with UAM, Mr.
McNeill founded Alpha Global Fixed Income Managers, Inc., which then merged with
Analytic.
Distribution of Shares
Evergreen Distributor, Inc. ("EDI"), an affiliate of BISYS Fund Services,
acts as underwriter of Evergreen International Bond's shares. EDI distributes
the Fund's shares directly or through broker-dealers, banks (including FUNB), or
other financial intermediaries. Evergreen International Bond offers two classes
of shares: Institutional Service and Institutional. Each class has separate
distribution arrangements. (See "Distribution-Related Expenses" below.) No class
bears the distribution expenses relating to the shares of any other class.
In the proposed Reorganization, Class Y shareholders of CoreFunds
Global Bond will receive Institutional shares of Evergreen International Bond,
and Class A shareholders of CoreFunds Global Bond will receive Institutional
Service shares of Evergreen International Bond. The Institutional and
Institutional Service shares of Evergreen International Bond have substantially
similar arrangements with respect to the imposition of Rule 12b-1 distribution
and service fees as the Class Y and Class A shares of CoreFunds Global Bond.
Because the Reorganization will be effected at net asset value without the
imposition of a sales charge, Evergreen International Bond shares acquired by
shareholders of CoreFunds Global Bond pursuant to the proposed Reorganization
would not be subject to any initial sales charge or contingent deferred sales
charge as a result of the Reorganization.
The following is a summary description of charges and fees for the
Institutional and Institutional Service shares of
<PAGE>
Evergreen International Bond which will be received by CoreFunds Global Bond
shareholders in the Reorganization. More detailed descriptions of the
distribution arrangements applicable to the classes of shares are contained in
the respective Evergreen International Bond Prospectuses and the CoreFunds
Global Bond Prospectuses and in each Fund's Statement of Additional Information.
Institutional Shares. Institutional shares are sold at net asset value
without any initial or deferred sales charge and are not subject to
distribution-related fees. Institutional shares are only available to
institutional investors. CoreFunds Global Bond shareholders who receive
Evergreen International Bond Institutional shares in the Reorganization and who
wish to make subsequent purchases of Evergreen International Bond shares will be
able to purchase Institutional shares.
Institutional Service Shares. Institutional Service shares are sold at
net asset value without any initial sales charge or deferred sales charge and,
as indicated below, are subject to distribution-related fees.
Additional information regarding the classes of shares of each Fund is
included in its respective Prospectuses and Statement of Additional Information.
Distribution-Related Expenses. Evergreen International Bond has adopted
a Rule 12b-1 plan with respect to its Institutional Service shares under which
the Class may pay for personal services rendered to shareholders and/or
maintenance of accounts at an annual rate which may not exceed 0.25% of average
daily net assets attributable to the Class.
CoreFunds Global Bond has adopted a Rule 12b-1 plan with respect to its
Class A shares under which the Class may pay for distribution-related expenses
at an annual rate of 0.25% of average daily net assets attributable to the
Class. Neither Evergreen International Bond with respect to its Institutional
shares nor CoreFunds Global Bond with respect to its Class Y shares has adopted
a Rule 12b-1 plan. A Rule 12b-1 plan can only be adopted with shareholder
approval.
Additional information regarding the Rule 12b-1 plans adopted by each
Fund is included in its respective Prospectuses and Statement of Additional
Information.
Purchase and Redemption Procedures
Information concerning applicable sales charges and
distribution-related fees is provided above. Investments in the Funds are not
insured. The minimum initial purchase requirement for Evergreen International
Bond is $1,000,000. The minimum initial purchase requirement for Class A and
Class Y shares of
<PAGE>
CoreFunds Global Bond is $500 and $1,000,000, respectively. There is no minimum
for subsequent purchases of shares of either Fund. Each Fund provides for
telephone, mail or wire redemption of shares at net asset value as next
determined after receipt of a redemption request on each day the New York Stock
Exchange ("NYSE") is open for trading. Additional information concerning
purchases and redemptions of shares, including how each Fund's net asset value
is determined, is contained in the respective Prospectuses for each Fund.
CoreFunds Global Bond may involuntarily redeem shareholders' accounts that have
less than $500 of invested funds in Class A shares. All funds invested in each
Fund are invested in full and fractional shares. The Funds reserve the right to
reject any purchase order.
Exchange Privileges
CoreFunds Global Bond currently permits holders of Class A shares to
exchange such shares for Class A shares of another CoreFunds, Inc. portfolio.
Exchanges of Class Y shares are generally not permitted. Holders of shares of a
class of Evergreen International Bond generally may exchange their shares for
shares of the same class of any other Evergreen Select fund. CoreFunds Global
Bond shareholders will be receiving Institutional and Institutional Service
shares of Evergreen International Bond in the Reorganization and, accordingly,
with respect to shares of Evergreen International Bond received by CoreFunds
Global Bond shareholders in the Reorganization, the exchange privilege is
limited to the Institutional and Institutional Service shares, as applicable, of
other Evergreen Select funds. Evergreen International Bond limits exchanges to
five per calendar year and three per calendar quarter. No sales charge is
imposed on an exchange. An exchange which represents an initial investment in
another Evergreen Select fund must amount to at least $1,000,000. The current
exchange privileges, and the requirements and limitations attendant thereto, are
described in each Fund's respective Prospectuses and Statement of Additional
Information.
Dividend Policy
Evergreen International Bond declares dividends from its net investment
income daily and distributes its income dividends monthly. CoreFunds Global Bond
declares and pays distributions from net investment income quarterly.
Distributions of any net realized gains of each Fund will be made at least
annually. Shareholders begin to earn dividends on the first business day after
shares are purchased unless shares were not paid for, in which case dividends
are not earned until the next business day after payment is received. Dividends
and distributions are reinvested in additional shares of the same class of the
respective Fund, or paid in cash, as a shareholder has elected. See the
respective Prospectuses of each Fund for further information concerning
dividends and distributions.
<PAGE>
After the Reorganization, shareholders of CoreFunds Global Bond who
have elected to have their dividends and/or distributions reinvested will have
dividends and/or distributions received from Evergreen International Bond
reinvested in shares of Evergreen International Bond. Shareholders of CoreFunds
Global Bond who have elected to receive dividends and/or distributions in cash
will receive dividends and/or distributions from Evergreen International Bond in
cash after the Reorganization, although they may, after the Reorganization,
elect to have such dividends and/or distributions reinvested in additional
shares of Evergreen International Bond.
Evergreen International Bond intends to qualify, and CoreFunds Global
Bond has qualified and intends to continue to qualify, to be treated as a
regulated investment company under the Internal Revenue Code of 1986, as amended
(the "Code"). While so qualified, so long as each Fund distributes all of its
net investment company taxable income and any net realized gains to
shareholders, it is expected that a Fund will not be required to pay any federal
income taxes on the amounts so distributed. A 4% nondeductible excise tax will
be imposed on amounts not distributed if a Fund does not meet certain
distribution requirements by the end of each calendar year. Each Fund
anticipates meeting such distribution requirements.
Risks
Many of the risks involved in investing in each Fund's shares are
similar. For a discussion of each Fund's objectives and policies, see
"Comparison of Investment Objectives and Policies." There is no assurance that
investment performances will be positive and that the Funds will meet their
investment objectives. In addition, both Funds may employ for hedging purposes
the strategy of engaging in options and futures transactions. The risks involved
in these strategies are described in the "Securities and Investment Practices
Derivatives" section in Evergreen International Bond's Prospectuses.
Each Fund invests in debt securities. The main risks of investing in
debt securities are:
Interest Rate Risk: The risk that a fixed income security's
price 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 will have its
credit rating downgraded or will default (fail to make
<PAGE>
scheduled interest and principal payments), potentially
reducing the Fund's income and/or share price.
Neither Fund is required to sell or otherwise dispose of any security
that loses its rating or has its rating reduced after the Fund has purchased it.
Evergreen International Bond may purchase zero coupon and
payment-in-kind bonds. CoreFunds Global Bond may invest in U.S. government zero
coupon bonds. Such investments may experience greater fluctuations in value due
to changes in interest rates than debt obligations that pay interest currently.
Each Fund is also required by tax laws to accrue interest income on such
investments (even though they do not pay interest currently) and to distribute
such amounts at least annually to shareholders. Thus, each Fund could be
required at times to liquidate investments in order to fulfill its distribution
requirements and may 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.
Both Evergreen International Bond and CoreFunds Global Bond may invest
without limitation in foreign securities and each Fund may invest up to 5% of
its assets in securities denominated in the currencies of developing markets
countries. Both Funds may invest in debt securities issued or guaranteed by
foreign corporations, certain supranational entities, foreign governments, their
agencies and instrumentalities and CoreFunds Global Bond may invest in debt
obligations issued by U.S. corporations denominated in non-U.S. currencies.
These debt obligations may include bonds, debentures, notes and short-term
obligations. Investment in foreign securities generally entails more risk than
investment in domestic issuers for the following reasons: publicly available
information on issuers and securities may be scarce; many foreign countries do
not follow the same accounting, auditing and financial reporting standards as
are used in the United States; market trading volumes may be smaller, resulting
in less liquidity and more price volatility compared to U.S. securities;
securities markets and trading may be less regulated; and the possibility exists
of expropriation, confiscatory taxation, nationalization, establishment of price
controls, political or social instability. Investing in securities of issuers in
developing countries involves exposure to economic systems that are generally
less stable than those of developed countries. Investing in companies in
developing countries may involve exposure to national policies that may restrict
investment by foreigners and undeveloped legal systems governing private and
foreign investments and private property. The typically small size of the
markets for securities issued by companies in developing countries and the
possibility of a low or nonexistent volume of trading in those securities may
also result
<PAGE>
in a lack of liquidity and in price volatility of those
securities.
When a Fund invests in foreign securities, they usually will be
denominated in foreign currencies, and the Fund temporarily may hold funds in
foreign securities. Thus the value of a Fund's shares may be affected by changes
in exchange rates.
Each Fund may invest in mortgage-backed and asset-backed securities.
Early repayment of the mortgages or other collateral underlying these 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. In addition,
asset-backed securities present certain risks. For instance, in the case of
credit card receivables, these securities may not have the benefit of any
security interest in the related collateral. 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 automobile receivables permit the servicer 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 related automobile
receivables. 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 the automobile receivables may not have a proper security
interest in all 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.
Evergreen International Bond intends to invest more than 25% of its
total assets in the utilities industry worldwide. Such concentration of
investments in a single industry may expose the Fund to greater risk than a fund
whose investments are not concentrated.
REASONS FOR THE REORGANIZATION
On November 18, 1997, First Union entered into an Agreement and Plan of
Merger with CoreStates Financial, which provided, among other things, for the
Merger of CoreStates Financial with and into a wholly-owned subsidiary of First
Union. The Merger was consummated on April 30, 1998. As a result of the Merger
it is expected that FUNB and its affiliates will succeed to the investment
advisory and administrative functions currently performed for CoreFunds Global
Bond by various units of
<PAGE>
CoreStates Financial and various unaffiliated parties. It is also expected that
CoreStates Financial and its subsidiaries will no longer, upon completion of the
Reorganization and similar reorganizations of other portfolios of CoreFunds,
Inc., provide investment advisory or administrative services to investment
companies.
Based on information received from CSIA and FUNB, at a meeting held on
June 4, 1998, all of the Directors present including the Independent Directors,
considered and approved the Reorganization as in the best interests of
shareholders of CoreFunds Global Bond and determined that the interests of
existing shareholders of CoreFunds Global Bond will not be diluted as a result
of the transactions contemplated by the Reorganization. In addition, the
Directors approved the Interim Advisory Agreement and the Interim Sub-Advisory
Agreement with respect to CoreFunds Global Bond.
As noted above, CoreStates Financial has merged with and into a
wholly-owned subsidiary of First Union. CoreStates Financial is the parent
company of CSIA, investment adviser to the mutual funds which comprise
CoreFunds, Inc. The Merger caused, as a matter of law, termination of the
investment advisory agreement between CoreFunds, Inc. and CSIA with respect to
the Fund. CoreFunds, Inc. has received an order from the SEC which permits CSIA
to continue to act as CoreFunds Global Bond's investment adviser, without
shareholder approval, for a period of not more than 150 days from the date the
Merger was consummated (April 30, 1998) to the date of shareholder approval of a
new investment advisory agreement. Accordingly, the Directors considered the
recommendations of CSIA in approving the proposed Reorganization.
In approving the Plan, the Directors reviewed various factors about the
Funds and the proposed Reorganization. The Reorganization is part of an overall
plan to combine the portfolios comprising CoreFunds, Inc. with the Evergreen
family of funds. Evergreen International Bond is a newly created series of
Evergreen Select Fixed Income Trust and the effect of the Reorganization will be
to carry on a substantial portion of the historical activities of CoreFunds
Global Bond as a series of Evergreen Select Fixed Income Trust. Evergreen
International Bond and CoreFunds Global Bond have similar investment objectives
and policies and comparable risk profiles. See "Comparison of Investment
Objectives and Policies" below.
The Board of Directors of CoreFunds, Inc. met and considered the
recommendation of CSIA and FUNB, and, in addition, considered among other
things, (i) the terms and conditions of the Reorganization; (ii) whether the
Reorganization would result in the dilution of shareholders' interests; (iii)
expense ratios, fees and expenses of Evergreen International Bond and CoreFunds
Global Bond and the agreement by Evergreen International Bond's
<PAGE>
investment adviser to limit the Fund's annual operating expenses for a period of
at least two years to the current annual operating expenses (before waivers) of
CoreFunds Global Bond; (iv) compatibility of their investment objectives and
policies; (v) the investment experience, expertise and resources of FUNB; (vi)
the service and distribution resources available to the Evergreen funds and the
broad array of investment alternatives available to shareholders of the
Evergreen funds; (vii) the personnel and financial resources of First Union and
its affiliates; (viii) the fact that FUNB will bear the expenses incurred by
CoreFunds Global Bond in connection with the Reorganization; (ix) the fact that
Evergreen International Bond will assume the identified liabilities of CoreFunds
Global Bond; and (x) the expected federal income tax consequences of the
Reorganization.
The Directors also considered the benefits to be derived by
shareholders of CoreFunds Global Bond from the sale of its assets to Evergreen
International Bond. In addition, the Directors considered that there are
alternatives available to shareholders of CoreFunds Global Bond, including the
ability to redeem their shares, as well as the option to vote against the
Reorganization.
Section 15(f) of the 1940 Act provides that when a change in the
control of an investment adviser occurs, the investment adviser or any of its
affiliated persons may receive any amount or benefit in connection therewith
under certain conditions. One condition is that for three years thereafter, at
least 75% of the board of directors of a surviving investment company are not
"interested persons" of the company's investment adviser or of the investment
adviser of the terminating investment company. Another condition is that no
"unfair burden" is imposed on the investment company as a result of the
understandings applicable thereto. The term "unfair burden" is considered under
the 1940 Act to include any arrangement during the two-year period after the
transaction whereby the investment adviser (or predecessor or successor
adviser), or any "interested person" of any such adviser, receives or is
entitled to receive any compensation, directly or indirectly, from the
investment company or its security holders (other than fees for bona fide
investment advisory or other services) or from any person in connection with the
purchase or sale of securities or other property to, from or on behalf of the
investment company (other than fees for bona fide principal underwriting
services). FUNB advised CoreFunds Inc. that it intends to comply with conditions
set forth in Section 15(f).
During their consideration of the Reorganization the Directors met with
Fund counsel regarding the legal issues involved. The Trustees of Evergreen
Select Fixed Income Trust also concluded at a meeting on June 26, 1998 that the
proposed Reorganization would be in the best interests of shareholders of
Evergreen International Bond and that the interests of the
<PAGE>
shareholders of Evergreen International Bond would not be diluted as a result of
the transactions contemplated by the Reorganization.
The Directors of CoreFunds, Inc. have voted to retain their ability to
make claims under their existing Directors and Officers Errors and Omissions
Liability Insurance Policy for a period of three years following the
consummation of the Reorganization. CoreStates Financial and First Union have
agreed to take appropriate steps to insure that the cost of extending such
coverage will not be borne by CoreFunds Global Bond's shareholders.
THE DIRECTORS OF COREFUNDS, INC. RECOMMEND
THAT THE SHAREHOLDERS OF COREFUNDS GLOBAL BOND
APPROVE THE PROPOSED REORGANIZATION.
Agreement and Plan of Reorganization
The following summary is qualified in its entirety by reference to the
Plan (Exhibit A hereto).
The Plan provides that Evergreen International Bond will acquire all of
the assets of CoreFunds Global Bond in exchange for shares of Evergreen
International Bond and the assumption by Evergreen International Bond of the
identified liabilities of CoreFunds Global Bond on or about August 21, 1998 or
such other date as may be agreed upon by the parties (the "Closing Date"). Prior
to the Closing Date, CoreFunds Global Bond will endeavor to discharge all of its
known liabilities and obligations. Evergreen International Bond will not assume
any liabilities or obligations of CoreFunds Global Bond other than those
reflected in an unaudited statement of assets and liabilities of CoreFunds
Global Bond prepared as of the close of regular trading on the NYSE, currently
4:00 p.m. Eastern time, on the business day immediately prior to the Closing
Date. Shareholders of CoreFunds Global Bond will receive the number of full and
fractional shares of each class of Evergreen International Bond equal to the
number of shares of each corresponding class as they currently hold of CoreFunds
Global Bond. Such computations will take place as of the close of regular
trading on the NYSE on the business day immediately prior to the Closing Date.
The net asset value per share of each class will be determined by dividing
assets, less liabilities, in each case attributable to the respective class, by
the total number of outstanding shares.
State Street Bank and Trust Company, the custodian for Evergreen
International Bond, will compute the value of CoreFunds Global Bond's respective
portfolio securities. The method of valuation employed will be consistent with
the procedures set forth in the Prospectuses and Statement of Additional
Information of Evergreen International Bond, Rule 22c-1 under the 1940 Act,
<PAGE>
and with the interpretations of such Rule by the SEC's Division
of Investment Management.
As soon after the Closing Date as conveniently practicable, CoreFunds
Global Bond will liquidate and distribute pro rata to shareholders of record as
of the close of business on the Closing Date the full and fractional shares of
Evergreen International Bond received by CoreFunds Global Bond. Such liquidation
and distribution will be accomplished by the establishment of accounts in the
names of the Fund's shareholders on Evergreen International Bond's share records
of its transfer agent. Each account will represent the respective pro rata
number of full and fractional shares of Evergreen International Bond due to the
Fund's shareholders. All issued and outstanding shares of CoreFunds Global Bond,
including those represented by certificates, will be canceled. The shares of
Evergreen International Bond to be issued will have no preemptive or conversion
rights. After these distributions and the winding up of its affairs, CoreFunds
Global Bond will be terminated. In connection with such termination, CoreFunds,
Inc. will file with the SEC an application for termination as a registered
investment company.
The consummation of the Reorganization is subject to the conditions set
forth in the Plan, including approval by CoreFunds Global Bond's shareholders,
accuracy of various representations and warranties and receipt of opinions of
counsel, including opinions with respect to those matters referred to in
"Federal Income Tax Consequences" below. Notwithstanding approval of CoreFunds
Global Bond's shareholders, the Plan may be terminated (a) by the mutual
agreement of CoreFunds Global Bond and Evergreen International Bond; or (b) at
or prior to the Closing Date by either party (i) because of a breach by the
other party of any representation, warranty, or agreement contained therein to
be performed at or prior to the Closing Date if not cured within 30 days, or
(ii) because a condition to the obligation of the terminating party has not been
met and it reasonably appears that it cannot be met.
The expenses of CoreFunds Global Bond in connection with the
Reorganization (including the cost of any proxy soliciting agent) will be borne
by FUNB whether or not the Reorganization is consummated. No portion of such
expenses will be borne directly or indirectly by CoreFunds Global Bond or its
shareholders.
If the Reorganization is not approved by shareholders of CoreFunds
Global Bond, the Board of Directors of CoreFunds, Inc. will consider other
possible courses of action in the best interests of shareholders.
Federal Income Tax Consequences
<PAGE>
The Reorganization is intended to qualify for federal income tax
purposes as a tax-free reorganization under section 368(a) of the Code. As a
condition to the closing of the Reorganization, CoreFunds Global Bond will
receive an opinion of Sullivan & Worcester LLP to the effect that, on the basis
of the existing provisions of the Code, U.S. Treasury regulations issued
thereunder, current administrative rules, pronouncements and court decisions,
for federal income tax purposes, upon consummation of the Reorganization:
(1) The transfer of all of the assets of CoreFunds Global Bond solely
in exchange for shares of Evergreen International Bond and the assumption by
Evergreen International Bond of the identified liabilities, followed by the
distribution of Evergreen International Bond's shares by CoreFunds Global Bond
in dissolution and liquidation of CoreFunds Global Bond, will constitute a
"reorganization" within the meaning of section 368(a)(1)(F) of the Code, and
Evergreen International Bond and CoreFunds Global Bond will each be a "party to
a reorganization" within the meaning of section 368(b) of the Code;
(2) No gain or loss will be recognized by CoreFunds Global Bond on the
transfer of all of its assets to Evergreen International Bond solely in exchange
for Evergreen International Bond's shares and the assumption by Evergreen
International Bond of the identified liabilities of CoreFunds Global Bond or
upon the distribution of Evergreen International Bond's shares to CoreFunds
Global Bond's shareholders in exchange for their shares of CoreFunds Global
Bond;
(3) The tax basis of the assets transferred will be the same to
Evergreen International Bond as the tax basis of such assets to CoreFunds Global
Bond immediately prior to the Reorganization, and the holding period of such
assets in the hands of Evergreen International Bond will include the period
during which the assets were held by CoreFunds Global Bond;
(4) No gain or loss will be recognized by Evergreen International Bond
upon the receipt of the assets from CoreFunds Global Bond solely in exchange for
the shares of Evergreen International Bond and the assumption by Evergreen
International Bond of the identified liabilities of CoreFunds Global Bond;
(5) No gain or loss will be recognized by CoreFunds Global Bond's
shareholders upon the issuance of the shares of Evergreen International Bond to
them, provided they receive solely such shares (including fractional shares) in
exchange for their shares of CoreFunds Global Bond; and
(6) The aggregate tax basis of the shares of Evergreen International
Bond, including any fractional shares, received by each of the shareholders of
CoreFunds Global Bond pursuant to the Reorganization will be the same as the
aggregate tax basis of the
<PAGE>
shares of CoreFunds Global Bond held by such shareholder immediately prior to
the Reorganization, and the holding period of the shares of Evergreen
International Bond, including fractional shares, received by each such
shareholder will include the period during which the shares of CoreFunds Global
Bond exchanged therefor were held by such shareholder (provided that the shares
of CoreFunds Global Bond were held as a capital asset on the date of the
Reorganization).
Opinions of counsel are not binding upon the Internal Revenue Service
or the courts. If the Reorganization is consummated but does not qualify as a
tax-free reorganization under the Code, a shareholder of CoreFunds Global Bond
would recognize a taxable gain or loss equal to the difference between his or
her tax basis in his or her Fund shares and the fair market value of Evergreen
International Bond shares he or she received. Shareholders of CoreFunds Global
Bond should consult their tax advisers regarding the effect, if any, of the
proposed Reorganization in light of their individual circumstances. It is not
anticipated that the securities of CoreFunds Global Bond will be sold in
significant amounts in order to comply with the policies and investment
practices of Evergreen International Bond. Since the foregoing discussion
relates only to the federal income tax consequences of the Reorganization,
shareholders of CoreFunds Global Bond should also consult their tax advisers as
to the state and local tax consequences, if any, of the Reorganization.
Pro-forma Capitalization
The following table sets forth the capitalization of CoreFunds Global
Bond as of December 31, 1997, and the capitalization of Evergreen International
Bond on a pro forma basis as of that date, giving effect to the proposed
acquisition of assets at net asset value. As a newly created series of Evergreen
Select Fixed Income Trust, Evergreen International Bond, immediately preceding
the Closing Date, will have nominal assets and liabilities. The pro forma data
reflects an exchange ratio of 1.00 and 1.00 Institutional and Institutional
Service shares, respectively, of Evergreen International Bond issued for each
Class Y and Class A share, respectively, of CoreFunds Global Bond.
<TABLE>
<CAPTION>
Capitalization of CoreFunds Global Bond
and Evergreen International Bond (Pro Forma)
<PAGE>
Evergreen
International
Bond (After
CoreFunds Reorgani-
Global Bond zation)
---------- ----------
<S> <C> <C>
Net Assets
Institutional . N/A $ 35,625,124
Institutional
Service . . . N/A 245,418
Class A........................ $ 245,418 N/A
Class Y........................ $ 35,625,124 N/A
------------ ------------
Total Net Assets $ 35,870,542 $ 35,870,542
Net Asset Value Per
Share
Institutional . N/A $9.33
Institutional
Service . . . N/A $9.32
Class A........................ $ 9.32 N/A
Class Y........................ $ 9.33 N/A
Shares Outstanding
Institutional . N/A 3,817,509
Institutional
Service . . . N/A 26,337
Class A........................ 26,337 N/A
Class Y........................ 3,817,509 N/A
----------- ----------
All Classes.................... 3,843,846 3,843,846
</TABLE>
The table set forth above should not be relied upon to reflect the
number of shares to be received in the Reorganization; the actual number of
shares to be received will depend upon the net asset value and number of shares
outstanding of each Fund at the time of the Reorganization.
<PAGE>
Shareholder Information
As of June 30, 1998 (the "Record Date"), the following number of each
Class of shares of beneficial interest of CoreFunds Global Bond was outstanding:
Class of Shares
- - - - - - - ---------------
Class Y........................................
Class A........................................
All Classes....................................
As of June 8, 1998, the officers and Directors of CoreFunds, Inc.
beneficially owned as a group less than 1% of the outstanding shares of
CoreFunds Global Bond. To CoreFunds, Inc.'s knowledge, the following persons
owned beneficially or of record more than 5% of CoreFunds Global Bond's total
outstanding shares as of June 8, 1998:
<TABLE>
<CAPTION>
Percentage
of Shares Percentage of
of Class Shares of
Before Class After
No. of Reorgani- Reorgani-
Name and Address Class Shares zation zation
- - - - - - - ---------------- ----- ------ --------- ---------
<S> <C> <C> <C> <C>
Patterson & Co. Y 3,710,819 95.08% 95.08%
PNB Personal
Trust Accounting
P.O. Box 7829
Philadelphia, PA
19101-7829
National A 8,577 40.41 40.41%
Financial
Securities Corp.
for the Exclusive
Benefit of
Customers
ATTN: Mutual
Funds 5th Floor
200 Liberty
Street, 4th Floor
1 World Financial
Center
New York, NY
10281-1003
<PAGE>
Percentage
of Shares Percentage of
of Class Shares of
Before Class After
No. of Reorgani- Reorgani-
Name and Address Class Shares zation zation
- - - - - - - ---------------- ----- ------ --------- ---------
Lowell J. Croshaw A 1,070 5.04% 5.04%
Debra Croshaw
JTTEN
2137 Riverbend
Rd.
Allentown, PA
18103-0682
CoreStates Bank, A 7,025 33.09% 33.09%
NA
C/F IRA of Allen
Luke
17 Bennett Court
East Brunswick,
NJ
08816-3686
CoreStates Bank, A 1,338 6.30% 6.30%
NA
Cust. for the IRA
of Janet M. Grove
217 W. High
Street
Red Lion, PA
17356-1527
</TABLE>
COMPARISON OF INVESTMENT OBJECTIVES AND POLICIES
The following discussion is based upon and qualified in its entirety by
the descriptions of the respective investment objectives, policies and
restrictions set forth in the respective Prospectuses and Statement of
Additional Information of the Funds. The investment objective, policies and
restrictions of Evergreen International Bond can be found in the Prospectuses of
Evergreen International Bond under the caption "Fund Description." The
investment objective, policies and restrictions of CoreFunds Global Bond can be
found in the respective Prospectuses of the Fund under the caption "Information
on the Funds." Unlike the investment objective of CoreFunds Global Bond, which
is fundamental, the investment objective of Evergreen International Bond is
non-fundamental and can be changed by the Board of Trustees without shareholder
approval.
<PAGE>
The investment objective of Evergreen International Bond is to seek
capital appreciation and current income. Under normal circumstances, the Fund
invests at least 65% of its total assets in investment grade fixed income
securities or debt obligations of supranational agencies, government entities or
corporations denominated in various currencies. Investment grade means that the
security is rated in one of the highest four rating categories by a nationally
recognized statistical rating organization.
The Fund will invest at least 65% of its total assets in securities or
obligations of at least three supranational agencies (such as the World Bank) or
issuers or governments located outside the United States. No more than 5% of the
Fund's assets will be invested in debt obligations or similar securities
denominated in the currencies of developing countries.
The Fund may invest in derivative instruments, including options,
futures, interest rate swaps and index swaps, that are consistent with its
investment objectives and policies. The Fund may also invest in mortgage-backed
and asset-backed securities and bank obligations, may enter into forward
currency exchange contracts and may also invest no more than 5% of its total
assets in warrants.
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), except that the Fund intends to invest more than 25% of its
total assets in the utilities industry worldwide.
The investment objective of CoreFunds Global Bond is to seek capital
appreciation and current income. CoreFunds Global Bond invests primarily in U.S.
government and corporate debt securities and fixed income securities of foreign
issuers denominated in U.S. dollars and other currencies. Under normal
circumstances, the Fund will invest at least 65% of its total assets in
investment grade fixed income securities including: (1) debt obligations of
foreign or domestic government entities; (2) corporate obligations; and (3)
obligations of supranational agencies.
CoreFunds Global Bond invests in securities of issuers, governments or
agencies located in at least three of the following countries: Australia,
Austria, Belgium, Canada, Denmark, Finland, France, Germany, Ireland, Italy,
Japan, Luxembourg, Netherlands, New Zealand, Norway, Spain, Sweden, Switzerland,
the United Kingdom, and the United States. Issuers are located in a country if
they are headquartered or doing business primarily in that country.
<PAGE>
The Fund may invest up to 35% of its assets in mortgage-backed and
asset-backed securities and up to 5% of its assets in debt obligations that are
denominated in the currencies of developing countries.
The characteristics of each investment policy and the associated risks
are described in each Fund's respective Prospectuses and Statement of Additional
Information. The Funds have other investment policies and restrictions which are
also set forth in the Prospectuses and Statement of Additional Information of
each Fund.
COMPARATIVE INFORMATION ON SHAREHOLDERS' RIGHTS
Forms of Organization
Evergreen Select Fixed Income Trust and CoreFunds, Inc. are open-end
management investment companies registered with the SEC under the 1940 Act,
which continuously offer shares to the public. Evergreen Select Fixed Income
Trust is organized as a Delaware business trust and is governed by its
Declaration of Trust, By-Laws and a Board of Trustees. CoreFunds, Inc. is
organized as a Maryland corporation and is governed by its Articles of
Incorporation, By-Laws and a Board of Directors. Each entity is also governed by
applicable Delaware, Maryland and federal law. Evergreen International Bond is a
series of Evergreen Select Fixed Income Trust and CoreFunds Global Bond is a
series of CoreFunds, Inc.
Capitalization
The beneficial interests in Evergreen International Bond are
represented by an unlimited number of transferable shares of beneficial
interest, $.001 par value per share. CoreFunds, Inc.'s authorized shares consist
of 30 billion shares of common stock, par value $.001 per share, of which 25
million are classified as Class Y shares and 25 million are classified as Class
A shares of CoreFunds Global Bond. Evergreen Select Fixed Income Trust's
Declaration of Trust and CoreFunds, Inc.'s Articles of Incorporation permit the
Trustees or Directors, respectively, to allocate shares into an unlimited number
of series, and classes thereof, with rights determined by the Trustees or
Directors, respectively, all without shareholder approval. Fractional shares may
be issued by either Fund. Each Fund's shares represent equal proportionate
interests in the assets belonging to the Funds. Shareholders of each Fund are
entitled to receive dividends and other amounts as determined by the Trustees or
Directors. Shareholders of each Fund vote separately, by class, as to matters,
such as approval of or amendments to Rule 12b-1 distribution plans, that affect
only their particular class and by Fund as to matters, such as
<PAGE>
approval of or amendments to investment advisory agreements or proposed
reorganizations, that affect only their particular Fund.
Shareholder Liability
Under Delaware law, shareholders of a Delaware business trust are
entitled to the same limitation of personal liability extended to stockholders
of Delaware corporations. No similar statutory or other authority limiting
business trust shareholder liability exists in any other state. As a result, to
the extent that Evergreen Select Fixed Income Trust or a shareholder is subject
to the jurisdiction of courts in those states, it is possible that a court may
not apply Delaware law, and may thereby subject shareholders of Evergreen Select
Fixed Income Trust to liability. To guard against this risk, the Declaration of
Trust of Evergreen Select Fixed Income Trust (a) provides that any written
obligation of the Trust may contain a statement that such obligation may only be
enforced against the assets of the Trust or the particular series in question
and the obligation is not binding upon the shareholders of the Trust; however,
the omission of such a disclaimer will not operate to create personal liability
for any shareholder; and (b) provides for indemnification out of Trust property
of any shareholder held personally liable for the obligations of the Trust.
Accordingly, the risk of a shareholder of Evergreen Select Fixed Income Trust
incurring financial loss beyond that shareholder's investment because of
shareholder liability is limited to circumstances in which: (i) the court
refuses to apply Delaware law; (ii) no contractual limitation of liability was
in effect; and (iii) the Trust itself is unable to meet its obligations. In
light of Delaware law, the nature of the Trust's business, and the nature of its
assets, the risk of personal liability to a shareholder of Evergreen Select
Fixed Income Trust is remote.
Under Maryland law, shareholders of CoreFunds Global Bond have no
personal liability as such for the acts or obligations of the Fund or CoreFunds,
Inc., as the case may be.
Shareholder Meetings and Voting Rights
Neither Evergreen Select Fixed Income Trust on behalf of Evergreen
International Bond nor CoreFunds, Inc. on behalf of CoreFunds Global Bond is
required to hold annual meetings of shareholders. However, a meeting of
shareholders for the purpose of voting upon the question of removal of a Trustee
or Director must be called when requested in writing by the holders of at least
10% of the outstanding shares of Evergreen Select Fixed Income Trust or
CoreFunds, Inc. In addition, each is required to call a meeting of shareholders
for the purpose of electing Trustees or Directors if, at any time, less than a
majority of the Trustees or Directors then holding office were elected by
shareholders. Neither Evergreen Select Fixed Income Trust nor CoreFunds, Inc.
currently intends to hold regular shareholder
<PAGE>
meetings and neither entity permits cumulative voting. Except when a larger
quorum is required by applicable law, with respect to Evergreen International
Bond, twenty-five percent (25%) of the outstanding shares entitled to vote, and
with respect to CoreFunds Global Bond, a majority of the outstanding shares
entitled to vote constitutes a quorum for consideration of such matter. For
Evergreen International Bond, a majority of the votes cast and entitled to vote,
and for CoreFunds Global Bond, a majority of the outstanding shares, is
sufficient to act on a matter (unless otherwise specifically required by the
applicable governing documents or other law, including the 1940 Act).
Under the Declaration of Trust of Evergreen Select Fixed Income Trust,
each share of Evergreen International Bond will be entitled to one vote for each
dollar of net asset value applicable to each share. Under the voting provisions
governing CoreFunds Global Bond, each share is entitled to one vote. Over time,
the net asset values of the mutual funds which are each a series of CoreFunds,
Inc. have changed in relation to one another and are expected to continue to do
so in the future. Because of the divergence in net asset values, a given dollar
investment in a fund with a lower net asset value will purchase more shares, and
under CoreFunds Global Bond's voting provisions, have more votes, than the same
investment in a fund with a higher net asset value. Under the Declaration of
Trust of Evergreen Select Fixed Income Trust, voting power is related to the
dollar value of the shareholders' investment rather than to the number of shares
held.
Liquidation or Dissolution
In the event of the liquidation of Evergreen International Bond or
CoreFunds Global Bond, the shareholders are entitled to receive, when and as
declared by the Trustees or Directors, respectively, the excess of the assets
belonging to such Fund or attributable to the class over the liabilities
belonging to the Fund or attributable to the class. In either case, the assets
so distributable to shareholders of the Fund will be distributed among the
shareholders in proportion to the number of shares of a class of the Fund held
by them and recorded on the books of the Fund.
Liability and Indemnification of Trustees
The By-Laws of CoreFunds, Inc. provide that a present or former
Director or officer is entitled to indemnification to the full extent
permissible under the laws of the State of Maryland and the 1940 Act against
liabilities and expenses with respect to claims related to his or her position
with CoreFunds, Inc., provided that no indemnification shall be provided to a
Director or officer against any liability to CoreFunds, Inc. or any shareholder
by reasons of willful misfeasance, bad faith, gross
<PAGE>
negligence or reckless disregard of the duties involved in the
conduct of his or her office.
Under the Declaration of Trust of Evergreen Select Fixed Income Trust,
a Trustee is liable to the Trust and its shareholders only for such Trustee's
own willful misfeasance, bad faith, gross negligence, or reckless disregard of
the duties involved in the conduct of the office of Trustee or the discharge of
such Trustee's functions. As provided in the Declaration of Trust, each Trustee
of the Trust is entitled to be indemnified against all liabilities against him
or her, including the costs of litigation, unless it is determined that the
Trustee (i) did not act in good faith in the reasonable belief that such
Trustee's action was in or not opposed to the best interests of the Trust; (ii)
had acted with willful misfeasance, bad faith, gross negligence or reckless
disregard of such Trustee's duties; and (iii) in a criminal proceeding, had
reasonable cause to believe that such Trustee's conduct was unlawful
(collectively, "disabling conduct"). A determination that the Trustee did not
engage in disabling conduct and is, therefore, entitled to indemnification may
be based upon the outcome of a court action or administrative proceeding or by
(a) a vote of a majority of those Trustees who are neither "interested persons"
within the meaning of the 1940 Act nor parties to the proceeding or (b) an
independent legal counsel in a written opinion. The Trust may also advance money
for such litigation expenses provided that the Trustee undertakes to repay the
Trust if his or her conduct is later determined to preclude indemnification and
certain other conditions are met.
The foregoing is only a summary of certain characteristics of the
operations of the Declaration of Trust of Evergreen Select Fixed Income Trust,
Articles of Incorporation of CoreFunds, Inc., By-Laws, Delaware and Maryland law
and is not a complete description of those documents or law. Shareholders should
refer to the provisions of such Declaration of Trust, Articles of Incorporation,
By-Laws, Delaware and Maryland law directly for more complete information.
INFORMATION REGARDING THE INTERIM ADVISORY AGREEMENT
Introduction
In view of the Merger discussed above, and the factors discussed below,
the Board of Directors of CoreFunds, Inc. recommends that shareholders of
CoreFunds Global Bond approve the Interim Advisory Agreement. The Merger became
effective on April 30, 1998. Pursuant to an order received from the SEC all fees
payable under the Interim Advisory Agreement will be placed in escrow and paid
to CSIA if shareholders approve the contract within 150 days of its effective
date. The Interim Advisory Agreement will remain in effect until the earlier of
the Closing Date for the Reorganization or two years from its effective date.
<PAGE>
The terms of the Interim Advisory Agreement are essentially the same as the
Previous Advisory Agreement (as defined below). The only difference between the
Previous Advisory Agreement and the Interim Advisory Agreement, if approved by
shareholders, is the length of time each Agreement is in effect. A description
of the Interim Advisory Agreement pursuant to which CSIA continues as investment
adviser to CoreFunds Global Bond, as well as the services to be provided by CSIA
pursuant thereto, is set forth below under "Advisory Services." The description
of the Interim Advisory Agreement in this Prospectus/Proxy Statement is
qualified in its entirety by reference to the Interim Advisory Agreement,
attached hereto as Exhibit B.
CSIA, a Pennsylvania corporation, is an indirect wholly-owned
subsidiary of First Union. CSIA's address is 1500 Market Street, Philadelphia,
Pennsylvania 19102. CSIA has served as investment adviser pursuant to an
Investment Advisory Agreement dated April 12, 1996. As used herein, the
Investment Advisory Agreement for CoreFunds Global Bond is referred to as the
"Previous Advisory Agreement." At a meeting of the Board of Directors of
CoreFunds, Inc. held on June 4, 1998, the Directors, including a majority of the
Independent Directors, approved the Interim Advisory Agreement for CoreFunds
Global Bond.
The Directors have authorized CoreFunds, Inc., on behalf of CoreFunds
Global Bond, to enter into the Interim Advisory Agreement with CSIA. Such
Agreement became effective on April 30, 1998. If the Interim Advisory Agreement
for CoreFunds Global Bond is not approved by shareholders, the Directors will
consider appropriate actions to be taken with respect to CoreFunds Global Bond's
investment advisory arrangements at that time. The Previous Advisory Agreement
was last approved by the Directors, including a majority of the Independent
Directors, on June 5, 1997.
Comparison of the Interim Advisory Agreement and the Previous
Advisory Agreement
Advisory Services. The management and advisory services to be provided by
CSIA under the Interim Advisory Agreement are identical to those currently
provided by CSIA under the Previous Advisory Agreement. Under the Previous
Advisory Agreement and Interim Advisory Agreement, CSIA manages the investment
portfolio of CoreFunds Global Bond, makes decisions about and places orders for
all purchases and sales of the Fund's securities, and maintains certain records
relating to these purchases and sales. CSIA has engaged Analytic to provide
day-to-day portfolio management services to CoreFunds Global Bond. See
"Information Regarding the Interim Sub-Advisory Agreement."
Fees. The investment advisory fees for CoreFunds Global Bond under the
Previous Advisory Agreement and the Interim
<PAGE>
Advisory Agreement are identical. See "Summary - Investment
Advisers."
Payment of Expenses and Transaction Charges. Under the Previous
Advisory Agreement, CSIA was required to pay all expenses incurred by it in
connection with its activities under the Agreement other than the cost of
securities (including brokerage commissions, if any) purchased for the Fund and
the cost of obtaining market quotations of portfolio securities held by the
Fund.
The Interim Advisory Agreement contains an identical provision.
Limitation of Liability. The Previous Advisory Agreement provided that
CSIA was not liable for any error of judgment or mistake of law or for any loss
suffered by the Fund in connection with the performance of the Agreement, except
a loss resulting from a breach of fiduciary duty with respect to the receipt of
compensation for services or a loss resulting from willful misfeasance, bad
faith, or gross negligence on the part of CSIA in the performance of its duties
or from reckless disregard by it of its obligations and duties under the
Agreement.
The Interim Advisory Agreement contains an identical provision.
Termination; Assignment. The Interim Advisory Agreement provides that
it may be terminated without penalty by vote of a majority of the outstanding
voting securities of CoreFunds Global Bond (as defined in the 1940 Act) or by a
vote of a majority of CoreFunds, Inc.'s entire Board of Directors on 60 days'
written notice to CSIA or by CSIA on 60 days' written notice to CoreFunds, Inc.
Also, the Interim Advisory Agreement will automatically terminate in the event
of its assignment (as defined in the 1940 Act).
The Previous Advisory Agreement contained identical provisions as to
termination and assignment.
Information About CoreFunds Global Bond's Investment Adviser
CSIA, a registered investment adviser, manages, in addition to the
Fund, other funds of CoreFunds, Inc. The name and address of each executive
officer and director of CSIA is set forth in Appendix A to this Prospectus/Proxy
Statement.
During the fiscal years ended June 30, 1997, 1996 and 1995, CSIA
received from CoreFunds Global Bond management fees of $174,911, $145,856 and
$77,740, respectively, and voluntarily waived fees of $32,160, $45,157 and
$77,729, respectively. CSIA is currently waiving a portion of its management
fee. See "Comparison of Fees and Expenses." CoreStates Bank, N.A. acts as
<PAGE>
custodian for CoreFunds Global Bond and during the fiscal year ended June 30,
1997 received $8,270 in custodian fees.
The Board of Directors considered the Interim Advisory Agreement as
part of its overall approval of the Plan. The Board of Directors considered,
among other things, the factors set forth above in "Reasons for the
Reorganization." The Board of Directors also considered the fact that there were
no material differences between the terms of the Interim Advisory Agreement and
the terms of the Previous Advisory Agreement.
THE DIRECTORS OF COREFUNDS, INC. RECOMMEND
THAT THE SHAREHOLDERS OF COREFUNDS GLOBAL BOND
APPROVE THE INTERIM ADVISORY AGREEMENT.
INFORMATION REGARDING THE INTERIM SUB-ADVISORY AGREEMENT
Introduction
In view of the Merger discussed above, and the factors discussed below,
the Board of Directors of CoreFunds, Inc. recommends that shareholders of
CoreFunds Global Bond approve the Interim Sub-Advisory Agreement. The Interim
Sub-Advisory Agreement became effective on April 30, 1998. Pursuant to Rule
15a-4 under the 1940 Act, Analytic may serve as sub-adviser to CoreFunds Global
Bond under the Interim Sub-Advisory Agreement for up to 120 days after its
effectiveness, so long as the Interim Sub-Advisory Agreement has been approved
by the Directors of CoreFunds, Inc., including a majority of the Independent
Directors. The Interim Sub-Advisory Agreement is being submitted to shareholders
of CoreFunds Global Bond for their approval. The Interim Sub-Advisory Agreement
will remain in effect until the earlier of the Closing Date of the
Reorganization or two years from its effective date. The terms of the Interim
Sub-Advisory Agreement are essentially the same as the Previous Sub-Advisory
Agreement (as defined below), except for the length of time the Agreements are
in effect. The description of the Interim Sub- Advisory Agreement in this
Prospectus/Proxy Statement is qualified in its entirety by reference to the
Interim Sub- Advisory Agreement, attached hereto as Exhibit C.
Analytic has served as sub-adviser to CoreFunds Global Bond pursuant to
a Sub-Advisory Agreement dated April 12, 1996 (the "Previous Sub-Advisory
Agreement"). The Previous Sub-Advisory Agreement was last approved by the Board
of Directors, including a majority of the Independent Directors, on June 5,
1997. The name and address of each executive officer and director of Analytic is
set forth in Appendix B to this Prospectus/Proxy Statement.
Comparison of the Interim Sub-Advisory Agreement and the Previous
Sub-Advisory Agreement
<PAGE>
Sub-Advisory Services. The management and advisory services to be
provided by Analytic are identical to those currently provided by it under the
Previous Sub-Advisory Agreement. Under the Previous Sub-Advisory Agreement,
Analytic was responsible for providing a continuous investment program for of
CoreFunds Global Bond.
Fees. The investment sub-advisory fees under the Previous Sub-Advisory
Agreement and the Interim Sub-Advisory Agreement are identical. As compensation
for services under the Previous Sub- Advisory Agreement, Analytic was paid by
CSIA a monthly fee equal to 0.30% of CoreFunds Global Bond's daily net assets.
For the year ended June 30, 1997, Analytic received $103,658 in sub- advisory
fees.
Limitation of Liability. The Previous Sub-Advisory Agreement provided
that Analytic was liable to CoreFunds Global Bond only for a loss resulting from
a breach of fiduciary duty with respect to the receipt of compensation for
services or a loss resulting from willful misfeasance, bad faith, or gross
negligence on the part of Analytic in the performance of its duties or from
reckless disregard by it of its obligations under the Agreement. The Interim
Sub-Advisory Agreement contains an identical provision.
Termination; Assignment. The Interim Sub-Advisory Agreement provides
that it may be terminated on 60 days' written notice without penalty by
CoreFunds Inc.'s Board of Directors, by a vote of a majority of CoreFunds,
Inc.'s outstanding securities, by CSIA or by Analytic. The Agreement also
terminates in the event of its assignment. The Previous Sub-Advisory Agreement
contained identical provisions as to termination and assignment.
The Board of Directors considered the Interim Sub-Advisory Agreement as
part of its overall approval of the Plan. The Board of Directors considered,
among other things, the factors set forth above in "Reasons for the
Reorganization." The Board of Directors also considered the fact that there were
no material differences between the terms of the Interim Sub-Advisory Agreement
and the terms of the Previous Sub-Advisory Agreement.
THE DIRECTORS OF COREFUNDS, INC. RECOMMEND THAT
THE SHAREHOLDERS OF COREFUNDS GLOBAL BOND
APPROVE THE INTERIM SUB-ADVISORY AGREEMENT.
ADDITIONAL INFORMATION
Evergreen International Bond. Information concerning the operation and
management of Evergreen International Bond is incorporated herein by reference
from the Prospectuses dated July 10, 1998, copies of which are enclosed, and
Statement of Additional Information of the same date. A copy of such
<PAGE>
Statement of Additional Information is available upon request and without charge
by writing to Evergreen International Bond at the address listed on the cover
page of this Prospectus/Proxy Statement or by calling toll-free 1-800-343-2898.
CoreFunds Global Bond. Information about the Fund is included in its
current Prospectuses dated November 1, 1997 and in the Statement of Additional
Information of the same date, that have been filed with the SEC, all of which
are incorporated herein by reference. Copies of the Prospectuses and Statement
of Additional Information are available upon request and without charge by
writing to CoreFunds Global Bond at the address listed on the cover page of this
Prospectus/Proxy Statement or by calling toll-free 1-800-355-2673.
Evergreen International Bond and CoreFunds Global Bond are each subject
to the informational requirements of the Securities Exchange Act of 1934 and the
1940 Act, and in accordance therewith file reports and other information
including proxy material, and charter documents with the SEC. These items can be
inspected and copies obtained at the Public Reference Facilities maintained by
the SEC at 450 Fifth Street, N.W., Washington, D.C. 20549, and at the SEC's
Regional Offices located at Northwest Atrium Center, 500 West Madison Street,
Chicago, Illinois 60661- 2511 and Seven World Trade Center, Suite 1300, New
York, New York 10048.
The SEC maintains a Web site (http://www.sec.gov) that contains each
Fund's Statement of Additional Information and other material incorporated by
reference herein together with other information regarding Evergreen
International Bond and CoreFunds Global Bond.
VOTING INFORMATION CONCERNING THE MEETING
This Prospectus/Proxy Statement is furnished in connection with a
solicitation of proxies by the Directors of CoreFunds, Inc. to be used at the
Special Meeting of Shareholders to be held at 2:00 p.m., August 18, 1998, at the
offices of the Evergreen Funds, 200 Berkeley Street, 26th Floor, Boston,
Massachusetts 02116, and at any adjournments thereof. This Prospectus/Proxy
Statement, along with a Notice of the Meeting and a proxy card, is first being
mailed to shareholders of CoreFunds Global Bond on or about July 10, 1998. Only
shareholders of record as of the close of business on the Record Date will be
entitled to notice of, and to vote at, the Meeting or any adjournment thereof.
The holders of a majority of the outstanding shares at the close of business on
the Record Date present in person or represented by proxy will constitute a
quorum for the Meeting. If the enclosed form of proxy is properly executed and
returned in time to be voted at the Meeting, the proxies named therein will vote
the shares represented by the proxy in accordance with the instructions marked
thereon. Unmarked proxies will be voted FOR
<PAGE>
the proposed Reorganization, FOR the Interim Advisory Agreement, FOR the Interim
Sub-Advisory Agreement and FOR any other matters deemed appropriate. Proxies
that reflect abstentions and "broker non-votes" (i.e., shares held by brokers or
nominees as to which (i) instructions have not been received from the beneficial
owners or the persons entitled to vote or (ii) the broker or nominee does not
have discretionary voting power on a particular matter) will be counted as
shares that are present and entitled to vote for purposes of determining the
presence of a quorum, but will have the effect of being counted as votes against
the Plan, the Interim Advisory Agreement and the Interim Sub-Advisory Agreement
which must be approved by a percentage of the shares present at the Meeting or a
majority of the outstanding voting securities. A proxy may be revoked at any
time on or before the Meeting by written notice to the Secretary of CoreFunds,
Inc. at the address set forth on the cover of this Prospectus/Proxy Statement.
Unless revoked, all valid proxies will be voted in accordance with the
specifications thereon or, in the absence of such specifications, FOR approval
of the Plan and the Reorganization contemplated thereby, FOR approval of the
Interim Advisory Agreement and FOR approval of the Interim Sub-Advisory
Agreement.
Approval of the Plan will require the affirmative vote of a majority of
the outstanding shares, with all classes voting together as a single class at
the Meeting at which a quorum of the Fund's shares is present. Approval of the
Interim Advisory Agreement and the Interim Sub-Advisory Agreement will require
the affirmative vote of (i) 67% or more of the outstanding voting securities
present at the Meeting if holders of more than 50% of the outstanding voting
securities are present, in person or by proxy, at the Meeting, or (ii) more than
50% of the outstanding voting securities, whichever is less, with all classes
voting together as one class. Each full share outstanding is entitled to one
vote and each fractional share outstanding is entitled to a proportionate share
of one vote.
Proxy solicitations will be made primarily by mail, but proxy
solicitations may also be made by telephone, telegraph or personal solicitations
conducted by officers and employees of FUNB or CSIA, their affiliates or other
representatives of CoreFunds Global Bond (who will not be paid for their
soliciting activities). Shareholder Communications Corporation ("SCC") and its
agents have been engaged by CoreFunds Global Bond to assist in soliciting
proxies, and may call shareholders to ask if they would be willing to authorize
SCC to execute a proxy on their behalf authorizing the voting of their shares in
accordance with the instructions given over the telephone by the shareholders.
In addition, shareholders may call SCC at 1-800-733-8481 extension 468 between
the hours of 9:00 a.m. and 11:00 p.m. Eastern time in order to initiate the
processing of their votes by telephone. SCC will utilize a telephone vote
solicitation procedure designed to authenticate the shareholder's identity by
<PAGE>
asking the shareholder to provide his or her social security number (in the case
of an individual) or taxpayer identification number (in the case of an entity).
The shareholder's telephone instructions will be implemented in a proxy executed
by SCC and a confirmation will be sent to the shareholder to ensure that the
vote has been authorized in accordance with the shareholder's instructions.
Although a shareholder's vote may be solicited and cast in this manner, each
shareholder will receive a copy of this Prospectus/Proxy Statement and may vote
by mail using the enclosed proxy card. CoreFunds Global Bond believes that this
telephonic voting system complies with applicable law and has reviewed an
opinion of counsel to that effect.
If you wish to participate in the Meeting, you may submit the proxy
card included with this Prospectus/Proxy Statement, vote by telephone, vote by
fax or attend in person. Any proxy given by you is revocable.
In the event that sufficient votes to approve the Reorganization are
not received by August 18, 1998, the persons named as proxies may propose one or
more adjournments of the Meeting to permit further solicitation of proxies. In
determining whether to adjourn the Meeting, the following factors may be
considered: the percentage of votes actually cast, the percentage of negative
votes actually cast, the nature of any further solicitation and the information
to be provided to shareholders with respect to the reasons for the solicitation.
Any such adjournment will require an affirmative vote by the holders of a
majority of the shares present in person or by proxy and entitled to vote at the
Meeting. The persons named as proxies will vote upon such adjournment after
consideration of all circumstances which may bear upon a decision to adjourn the
Meeting.
A shareholder who objects to the proposed Reorganization will not be
entitled under either Maryland law or the Articles of Incorporation of
CoreFunds, Inc. to demand payment for, or an appraisal of, his or her shares.
However, shareholders should be aware that the Reorganization as proposed is not
expected to result in recognition of gain or loss to shareholders for federal
income tax purposes and that, if the Reorganization is consummated, shareholders
will be free to redeem the shares of Evergreen International Bond which they
receive in the transaction at their then-current net asset value. Shares of
CoreFunds Global Bond may be redeemed at any time prior to the consummation of
the Reorganization. Shareholders of CoreFunds Global Bond may wish to consult
their tax advisers as to any differing consequences of redeeming Fund shares
prior to the Reorganization or exchanging such shares in the Reorganization.
CoreFunds Global Bond does not hold annual shareholder meetings. If the
Reorganization is not approved, shareholders wishing to submit proposals for
consideration for inclusion in a
<PAGE>
proxy statement for a subsequent shareholder meeting should send their written
proposals to the Secretary of CoreFunds, Inc. at the address set forth on the
cover of this Prospectus/Proxy Statement such that they will be received by the
Fund in a reasonable period of time prior to any such meeting.
The votes of the shareholders of Evergreen International Bond are not
being solicited by this Prospectus/Proxy Statement and are not required to carry
out the Reorganization.
NOTICE TO BANKS, BROKER-DEALERS AND VOTING TRUSTEES AND THEIR NOMINEES.
Please advise CoreFunds Global Bond whether other persons are beneficial owners
of shares for which proxies are being solicited and, if so, the number of copies
of this Prospectus/Proxy Statement needed to supply copies to the beneficial
owners of the respective shares.
FINANCIAL STATEMENTS AND EXPERTS
The financial statements and financial highlights of CoreFunds Global
Bond incorporated in this Prospectus/Proxy Statement by reference from the
Annual Report of CoreFunds, Inc. for the year ended June 30, 1997 have been
audited by Ernst & Young LLP, independent auditors, as stated in their report,
which is incorporated herein by reference and have been so incorporated in
reliance upon the report of such firm given upon their authority as experts in
accounting and auditing.
LEGAL MATTERS
Certain legal matters concerning the issuance of shares of Evergreen
International Bond will be passed upon by Sullivan & Worcester LLP, Washington,
D.C.
OTHER BUSINESS
The Directors of CoreFunds, Inc. do not intend to present any other
business at the Meeting. If, however, any other matters are properly brought
before the Meeting, the persons named in the accompanying form of proxy will
vote thereon in accordance with their judgment.
THE DIRECTORS OF COREFUNDS, INC. RECOMMEND APPROVAL OF THE PLAN, THE
INTERIM ADVISORY AGREEMENT AND THE INTERIM SUB-ADVISORY AGREEMENT, AND ANY
UNMARKED PROXIES WITHOUT INSTRUCTIONS TO THE CONTRARY WILL BE VOTED IN FAVOR OF
APPROVAL OF THE PLAN, THE INTERIM ADVISORY AGREEMENT AND THE INTERIM
SUB-ADVISORY AGREEMENT.
July 10, 1998
<PAGE>
APPENDIX A
The names and addresses of the principal executive officers
and directors of CoreStates Investment Advisers, Inc. are as
follows:
OFFICERS:
<TABLE>
<CAPTION>
Name Address
- - - - - - - ---- -------
<S> <C>
David C. Francis, Chief First Union National Bank
Investment Officer 201 South College Street
Charlotte, North Carolina 28288-
1195
L. Robert Cheshire, Vice First Union National Bank
President 201 South College Street
Charlotte, North Carolina 28288-
1195
John E. Gray, Vice First Union National Bank
President 201 South College Street
Charlotte, North Carolina 28288-
1195
Dillon S. Harris, Jr., Vice First Union National Bank
President 201 South College Street
Charlotte, North Carolina 28288-
1195
J. Kellie Allen, Vice First Union National Bank
President 201 South College Street
Charlotte, North Carolina 28288-1195
DIRECTORS:
Name Address
- - - - - - - ---- -------
Donald A. McMullen First Union National Bank
201 South College Street
Charlotte, North Carolina 28288-
1195
William M. Ennis First Union National Bank
201 South College Street
Charlotte, North Carolina 28288-
1195
<PAGE>
William D. Munn First Union National Bank
201 South College Street
Charlotte, North Carolina 28288-
1195
</TABLE>
<PAGE>
APPENDIX B
The names and addresses of the principal executive officers
and directors of Analytic.TSA International, Inc. are as follows:
<TABLE>
<CAPTION>
OFFICERS:
Name Address
- - - - - - - ---- -------
<S> <C>
George R. McNeill, 25/28 Old Burlington Street
Managing Director London W1X 1LB, England
DIRECTORS:
Name Address
- - - - - - - ---- -------
Anthony J. Norris 25/28 Old Burlington Street
London W1X 1LB, England
Peter M. Wilson 25/28 Old Burlington Street
London W1X 1LB, England
</TABLE>
<PAGE>
EXHIBIT A
AGREEMENT AND PLAN OF REORGANIZATION
THIS AGREEMENT AND PLAN OF REORGANIZATION (the "Agreement") is made as
of this 15th day of June, 1998, by and between Evergreen Select Fixed Income
Trust, a Delaware business trust, with its principal place of business at 200
Berkeley Street, Boston, Massachusetts 02116 (the "Trust"), with respect to its
Evergreen Select International Bond Fund series (the "Acquiring Fund"), and
CoreFunds, Inc., a Maryland corporation, with its principal place of business at
530 East Swedesford Road, Wayne, Pennsylvania 19087 ("CoreFunds"), with respect
to its Global Bond Fund series (the "Selling Fund").
This Agreement is intended to be, and is adopted as, a plan of
reorganization and liquidation within the meaning of Section 368(a)(1)(F) of the
United States Internal Revenue Code of 1986, as amended (the "Code"). The
reorganization (the "Reorganization") will consist of (i) the transfer of all of
the assets of the Selling Fund in exchange solely for Institutional Service and
Institutional shares of beneficial interest, $.001 par value per share, of the
Acquiring Fund (the "Acquiring Fund Shares"); (ii) the assumption by the
Acquiring Fund of the identified liabilities of the Selling Fund; and (iii) the
distribution, after the Closing Date hereinafter referred to, of the Acquiring
Fund Shares to the shareholders of the Selling Fund in liquidation of the
Selling Fund as provided herein, all upon the terms and conditions hereinafter
set forth in this Agreement.
WHEREAS, the Selling Fund and the Acquiring Fund are each a separate
investment series of an open-end, registered investment company of the
management type and the Selling Fund owns securities that generally are assets
of the character in which the Acquiring Fund is permitted to invest;
WHEREAS, both Funds are authorized to issue their shares of beneficial
interest or shares of common stock, as the case may be;
WHEREAS, the Trustees of the Trust have determined that the exchange of
all of the assets of the Selling Fund for Acquiring Fund Shares and the
assumption of the identified liabilities of the Selling Fund by the Acquiring
Fund on the terms and conditions hereinafter set forth are in the best interests
of the Acquiring Fund's shareholders;
WHEREAS, based on the information furnished by CoreStates Investment
Advisers, Inc. and First Union National Bank, the Directors of CoreFunds have
determined that the Selling Fund should exchange all of its assets and the
identified liabilities for Acquiring Fund Shares and that the interests of the
existing
<PAGE>
shareholders of the Selling Fund will not be diluted as a result
of the transactions contemplated herein;
NOW, THEREFORE, in consideration of the premises and of the covenants
and agreements hereinafter set forth, the parties hereto covenant and agree as
follows:
ARTICLE I
TRANSFER OF ASSETS OF THE SELLING FUND IN EXCHANGE FOR
THE ACQUIRING FUND SHARES AND ASSUMPTION OF SELLING FUND
LIABILITIES AND LIQUIDATION OF THE SELLING FUND
1.1 THE EXCHANGE. Subject to the terms and conditions herein set forth
and on the basis of the representations and warranties contained herein, the
Selling Fund agrees to transfer all of the Selling Fund's assets as set forth in
paragraph 1.2 to the Acquiring Fund. The Acquiring Fund agrees in exchange
therefor (i) to deliver to the Selling Fund the number of Acquiring Fund Shares,
including fractional Acquiring Fund Shares, determined by multiplying the shares
outstanding of each class of the Selling Fund by the ratio computed by dividing
the net asset value per share of each such class of the Selling Fund by the net
asset value per share of the corresponding class of Acquiring Fund Shares
computed in the manner and as of the time and date set forth in paragraph 2.2;
and (ii) to assume the identified liabilities of the Selling Fund, as set forth
in paragraph 1.3. Such transactions shall take place at the closing provided for
in paragraph 3.1 (the "Closing Date").
1.2 ASSETS TO BE ACQUIRED. The assets of the Selling Fund to be
acquired by the Acquiring Fund shall consist of all property, including, without
limitation, all cash, securities, commodities, interests in futures and
dividends or interest receivables, that is owned by the Selling Fund and any
deferred or prepaid expenses shown as an asset on the books of the Selling Fund
on the Closing Date.
The Selling Fund has provided the Acquiring Fund with its most recent
audited financial statements, which contain a list of all of Selling Fund's
assets as of the date thereof. The Selling Fund hereby represents that as of the
date of the execution of this Agreement there have been no changes in its
financial position as reflected in said financial statements other than those
occurring in the ordinary course of its business in connection with the purchase
and sale of securities and the payment of its normal operating expenses.
The Acquiring Fund will, within a reasonable time prior to the Closing
Date, furnish the Selling Fund with a list of the securities, if any, on the
Selling Fund's list referred to in the second sentence of this paragraph that do
not conform to the Acquiring Fund's investment objectives, policies, and
<PAGE>
restrictions. The Selling Fund will, within a reasonable period of time prior to
the Closing Date, furnish the Acquiring Fund with a list of its portfolio
securities and other investments. In the event that the Selling Fund holds any
investments that the Acquiring Fund may not hold, the Selling Fund, if requested
by the Acquiring Fund, will dispose of such securities prior to the Closing
Date. In addition, if it is determined that the Selling Fund and the Acquiring
Fund portfolios, when aggregated, would contain investments exceeding certain
percentage limitations imposed upon the Acquiring Fund with respect to such
investments, the Selling Fund if requested by the Acquiring Fund will dispose of
a sufficient amount of such investments as may be necessary to avoid violating
such limitations as of the Closing Date. Notwithstanding the foregoing, nothing
herein will require the Selling Fund to dispose of any investments or securities
if, in the reasonable judgment of the Selling Fund, such disposition would
adversely affect the tax-free nature of the Reorganization or would violate the
Selling Fund's fiduciary duty to its shareholders.
1.3 LIABILITIES TO BE ASSUMED. The Selling Fund will endeavor to
discharge all of its known liabilities and obligations prior to the Closing
Date. The Acquiring Fund shall assume only those liabilities, expenses, costs,
charges and reserves reflected on a Statement of Assets and Liabilities of the
Selling Fund prepared on behalf of the Selling Fund, as of the Valuation Date
(as defined in paragraph 2.1), in accordance with generally accepted accounting
principles consistently applied from the prior audited period. The Acquiring
Fund shall assume only those liabilities of the Selling Fund reflected in such
Statement of Assets and Liabilities and shall not assume any other liabilities,
whether absolute or contingent, known or unknown, accrued or unaccrued, all of
which shall remain the obligation of the Selling Fund.
In addition, upon completion of the Reorganization, for purposes of
calculating the maximum amount of sales charges (including asset based sales
charges) permitted to be imposed by the Acquiring Fund under the National
Association of Securities Dealers, Inc. Conduct Rule 2830 ("Aggregate NASD
Cap"), the Acquiring Fund will add to its Aggregate NASD Cap immediately prior
to the Reorganization the Aggregate NASD Cap of the Selling Fund immediately
prior to the Reorganization, in each case calculated in accordance with such
Rule 2830.
1.4 LIQUIDATION AND DISTRIBUTION. On or as soon after the Closing Date
as is conveniently practicable (the "Liquidation Date"), (a) the Selling Fund
will liquidate and distribute pro rata to the Selling Fund's shareholders of
record, determined as of the close of business on the Valuation Date (the
"Selling Fund Shareholders"), the Acquiring Fund Shares received by the Selling
Fund pursuant to paragraph 1.1; and (b) the Selling Fund will thereupon proceed
to dissolve as set forth in
<PAGE>
paragraph 1.8 below. Such liquidation and distribution will be accomplished by
the transfer of the Acquiring Fund Shares then credited to the account of the
Selling Fund on the books of the Acquiring Fund to open accounts on the share
records of the Acquiring Fund in the names of the Selling Fund Shareholders and
representing the respective pro rata number of the Acquiring Fund Shares due
such shareholders. All issued and outstanding shares of the Selling Fund will
simultaneously be canceled on the books of the Selling Fund. The Acquiring Fund
shall not issue certificates representing the Acquiring Fund Shares in
connection with such exchange.
1.5 OWNERSHIP OF SHARES. Ownership of Acquiring Fund Shares will be
shown on the books of the Acquiring Fund's transfer agent. Shares of the
Acquiring Fund will be issued in the manner described in the combined Prospectus
and Proxy Statement on Form N-14 to be distributed to shareholders of the
Selling Fund as described in paragraph 5.7.
1.6 TRANSFER TAXES. Any transfer taxes payable upon issuance of the
Acquiring Fund Shares in a name other than the registered holder of the Selling
Fund shares on the books of the Selling Fund as of that time shall, as a
condition of such issuance and transfer, be paid by the person to whom such
Acquiring Fund Shares are to be issued and transferred.
1.7 REPORTING RESPONSIBILITY. Any reporting responsibility of the
Selling Fund is and shall remain the responsibility of the Selling Fund up to
and including the Closing Date and such later date on which the Selling Fund is
terminated.
1.8 TERMINATION. The Selling Fund shall be terminated promptly
following the Closing Date and the making of all distributions pursuant to
paragraph 1.4.
ARTICLE II
VALUATION
2.1 VALUATION OF ASSETS. The value of the Selling Fund's assets to be
acquired by the Acquiring Fund hereunder shall be the value of such assets
computed as of the close of business on the New York Stock Exchange on the
business day next preceding the Closing Date (such time and date being
hereinafter called the "Valuation Date"), using the valuation procedures set
forth in the Trust's Declaration of Trust and the Acquiring Fund's then current
prospectuses and statement of additional information or such other valuation
procedures as shall be mutually agreed upon by the parties.
2.2 VALUATION OF SHARES. The net asset value per share of
the Acquiring Fund Shares shall be the net asset value per share
<PAGE>
computed as of the close of business on the New York Stock Exchange on the
Valuation Date, using the valuation procedures set forth in the Trust's
Declaration of Trust and the Acquiring Fund's then current prospectuses and
statement of additional information.
2.3 SHARES TO BE ISSUED. The number of the Acquiring Fund Shares of
each class to be issued (including fractional shares, if any) in exchange for
the Selling Fund's assets shall be determined by multiplying the shares
outstanding of each class of the Selling Fund by the ratio computed by dividing
the net asset value per share of the Selling Fund attributable to each of its
classes by the net asset value per share of the respective classes of the
Acquiring Fund determined in accordance with paragraph 2.2. Holders of Class A
shares of the Selling Fund will receive Institutional Service shares of the
Acquiring Fund and holders of Class Y shares of the Selling Fund will receive
Institutional shares of the Acquiring Fund.
2.4 DETERMINATION OF VALUE. All computations of value shall be made by
State Street Bank and Trust Company in accordance with its regular practice in
pricing the shares and assets of the Acquiring Fund.
ARTICLE III
CLOSING AND CLOSING DATE
3.1 CLOSING DATE. The Closing (the "Closing") shall take place on or
about August 21, 1998 or such other date as the parties may agree to in writing
(the "Closing Date"). All acts taking place at the Closing shall be deemed to
take place simultaneously immediately prior to the opening of business on the
Closing Date unless otherwise provided. The Closing shall be held as of 9:00
a.m. at the offices of the Evergreen Funds, 200 Berkeley Street, Boston, MA
02116, or at such other time and/or place as the parties may agree.
3.2 CUSTODIAN'S CERTIFICATE. CoreStates Bank, N.A., as custodian for
the Selling Fund (the "Custodian"), shall deliver at the Closing a certificate
of an authorized officer stating that (a) the Selling Fund's portfolio
securities, cash, and any other assets shall have been delivered in proper form
to the Acquiring Fund on the Closing Date; and (b) all necessary taxes including
all applicable federal and state stock transfer stamps, if any, shall have been
paid, or provision for payment shall have been made, in conjunction with the
delivery of portfolio securities by the Selling Fund.
3.3 EFFECT OF SUSPENSION IN TRADING. In the event that on the Valuation
Date (a) the New York Stock Exchange or another primary trading market for
portfolio securities of the Acquiring Fund or the Selling Fund shall be closed
to trading or trading
<PAGE>
thereon shall be restricted; or (b) trading or the reporting of trading on said
Exchange or elsewhere shall be disrupted so that accurate appraisal of the value
of the net assets of the Acquiring Fund or the Selling Fund is impracticable,
the Valuation Date shall be postponed until the first business day after the day
when trading shall have been fully resumed and reporting shall have been
restored.
3.4 TRANSFER AGENT'S CERTIFICATE. Evergreen Service Company, as
transfer agent for the Selling Fund as of the Closing Date, shall deliver at the
Closing a certificate of an authorized officer stating that its records contain
the names and addresses of the Selling Fund Shareholders and the number and
percentage ownership of outstanding shares owned by each such shareholder
immediately prior to the Closing. The Acquiring Fund shall issue and deliver or
cause Evergreen Service Company, its transfer agent, to issue and deliver a
confirmation evidencing the Acquiring Fund Shares to be credited on the Closing
Date to the Secretary of CoreFunds or provide evidence satisfactory to the
Selling Fund that such Acquiring Fund Shares have been credited to the Selling
Fund's account on the books of the Acquiring Fund. At the Closing, each party
shall deliver to the other such bills of sale, checks, assignments, share
certificates, if any, receipts and other documents as such other party or its
counsel may reasonably request.
ARTICLE IV
REPRESENTATIONS AND WARRANTIES
4.1 REPRESENTATIONS OF THE SELLING FUND. The Selling Fund represents
and warrants to the Acquiring Fund as follows:
(a) The Selling Fund is a separate investment series of a
corporation duly organized, validly existing, and in good standing under the
laws of the State of Maryland.
(b) The Selling Fund is a separate investment series of a
Maryland corporation that is registered as an investment company classified as a
management company of the open-end type, and its registration with the
Securities and Exchange Commission (the "Commission") as an investment company
under the Investment Company Act of 1940, as amended (the "1940 Act"), is in
full force and effect.
(c) The current prospectuses and statement of additional
information of the Selling Fund conform in all material respects to the
applicable requirements of the Securities Act of 1933, as amended (the "1933
Act"), and the 1940 Act and the rules and regulations of the Commission
thereunder and do not include any untrue statement of a material fact or omit to
state any material fact required to be stated therein or
<PAGE>
necessary to make the statements therein, in light of the circumstances under
which they were made, not misleading.
(d) The Selling Fund is not, and the execution, delivery, and
performance of this Agreement (subject to shareholder approval) will not result,
in violation of any provision of CoreFunds' Articles of Incorporation or By-Laws
or of any material agreement, indenture, instrument, contract, lease, or other
undertaking to which the Selling Fund is a party or by which it is bound.
(e) The Selling Fund has no material contracts or other
commitments (other than this Agreement) that will be terminated with liability
to it prior to the Closing Date, except for liabilities, if any, to be
discharged or reflected in the Statement of Assets and Liabilities as provided
in paragraph 1.3 hereof.
(f) Except as otherwise disclosed in writing to and accepted
by the Acquiring Fund, no litigation, administrative proceeding, or
investigation of or before any court or governmental body is presently pending
or to its knowledge threatened against the Selling Fund or any of its properties
or assets, which, if adversely determined, would materially and adversely affect
its financial condition, the conduct of its business, or the ability of the
Selling Fund to carry out the transactions contemplated by this Agreement. The
Selling Fund knows of no facts that might form the basis for the institution of
such proceedings and is not a party to or subject to the provisions of any
order, decree, or judgment of any court or governmental body that materially and
adversely affects its business or its ability to consummate the transactions
herein contemplated.
(g) The financial statements of the Selling Fund at December
31, 1997 are in accordance with generally accepted accounting principles
consistently applied, and such statements (copies of which have been furnished
to the Acquiring Fund) fairly reflect the financial condition of the Selling
Fund as of such date, and there are no known contingent liabilities of the
Selling Fund as of such date not disclosed therein.
(h) Since December 31, 1997 there has not been any material
adverse change in the Selling Fund's financial condition, assets, liabilities,
or business other than changes occurring in the ordinary course of business, or
any incurrence by the Selling Fund of indebtedness maturing more than one year
from the date such indebtedness was incurred, except as otherwise disclosed to
and accepted by the Acquiring Fund. For the purposes of this subparagraph (h), a
decline in the net asset value of the Selling Fund shall not constitute a
material adverse change.
<PAGE>
(i) At the Closing Date, all federal and other tax returns and
reports of the Selling Fund required by law to have been filed by such dates
shall have been filed, and all federal and other taxes shown due on said returns
and reports shall have been paid, or provision shall have been made for the
payment thereof. To the best of the Selling Fund's knowledge, no such return is
currently under audit, and no assessment has been asserted with respect to such
returns.
(j) For each fiscal year of its operation, the Selling Fund
has met the requirements of Subchapter M of the Code for qualification and
treatment as a regulated investment company and has distributed in each such
year all net investment income and realized capital gains.
(k) All issued and outstanding shares of the Selling Fund are,
and at the Closing Date will be, duly and validly issued and outstanding, fully
paid and non-assessable by the Selling Fund. All of the issued and outstanding
shares of the Selling Fund will, at the time of the Closing Date, be held by the
persons and in the amounts set forth in the records of the transfer agent as
provided in paragraph 3.4. The Selling Fund does not have outstanding any
options, warrants, or other rights to subscribe for or purchase any of the
Selling Fund shares, nor is there outstanding any security convertible into any
of the Selling Fund shares.
(l) At the Closing Date, the Selling Fund will have good and
marketable title to the Selling Fund's assets to be transferred to the Acquiring
Fund pursuant to paragraph 1.2 and full right, power, and authority to sell,
assign, transfer, and deliver such assets hereunder, and, upon delivery and
payment for such assets, the Acquiring Fund will acquire good and marketable
title thereto, subject to no restrictions on the full transfer thereof,
including such restrictions as might arise under the 1933 Act, other than as
disclosed to the Acquiring Fund and accepted by the Acquiring Fund.
(m) The execution, delivery, and performance of this Agreement
have been duly authorized by all necessary action on the part of the Selling
Fund and, subject to approval by the Selling Fund Shareholders, this Agreement
constitutes a valid and binding obligation of the Selling Fund, enforceable in
accordance with its terms, subject as to enforcement, to bankruptcy, insolvency,
reorganization, moratorium, and other laws relating to or affecting creditors'
rights and to general equity principles.
(n) The information to be furnished by the Selling Fund for
use in no-action letters, applications for orders, registration statements,
proxy materials, and other documents that may be necessary in connection with
the transactions contemplated hereby shall be accurate and complete in all
<PAGE>
material respects and shall comply in all material respects with federal
securities and other laws and regulations thereunder applicable thereto.
(o) The Prospectus and Proxy Statement of the Selling Fund to
be included in the Registration Statement (as defined in paragraph 5.7)(other
than information therein that relates to the Acquiring Fund) will, on the
effective date of the Registration Statement and on the Closing Date, not
contain any untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make the statements therein, in
light of the circumstances under which such statements were made, not
misleading.
4.2 REPRESENTATIONS OF THE ACQUIRING FUND. The Acquiring
Fund represents and warrants to the Selling Fund as follows:
(a) The Acquiring Fund is a separate investment series of a
Delaware business trust duly organized, validly existing and in good standing
under the laws of the State of Delaware.
(b) The Acquiring Fund is a separate investment series of a
Delaware business trust that is registered as an investment company classified
as a management company of the open-end type, and its registration with the
Commission as an investment company under the 1940 Act is in full force and
effect.
(c) The current prospectuses and statement of additional
information of the Acquiring Fund conform in all material respects to the
applicable requirements of the 1933 Act and the 1940 Act and the rules and
regulations of the Commission thereunder and do not include any untrue statement
of a material fact or omit to state any material fact required to be stated
therein or necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading.
(d) The Acquiring Fund is not, and the execution, delivery and
performance of this Agreement will not result, in violation of the Trust's
Declaration of Trust or By-Laws or of any material agreement, indenture,
instrument, contract, lease, or other undertaking to which the Acquiring Fund is
a party or by which it is bound.
(e) Except as otherwise disclosed in writing to the Selling
Fund and accepted by the Selling Fund, no litigation, administrative proceeding
or investigation of or before any court or governmental body is presently
pending or to its knowledge threatened against the Acquiring Fund or any of its
properties or assets, which, if adversely determined, would materially and
adversely affect its financial condition and the conduct of its business or the
ability of the Acquiring Fund to
<PAGE>
carry out the transactions contemplated by this Agreement. The Acquiring Fund
knows of no facts that might form the basis for the institution of such
proceedings and is not a party to or subject to the provisions of any order,
decree, or judgment of any court or governmental body that materially and
adversely affects its business or its ability to consummate the transactions
contemplated herein.
(f) The Acquiring Fund has no known liabilities of a material
amount, contingent or otherwise.
(g) At the Closing Date, there will not be any material
adverse change in the Acquiring Fund's financial condition, assets, liabilities,
or business other than changes occurring in the ordinary course of business, or
any incurrence by the Acquiring Fund of indebtedness maturing more than one year
from the date such indebtedness was incurred, except as otherwise disclosed to
and accepted by the Selling Fund. For the purposes of this subparagraph (g), a
decline in the net asset value of the Acquiring Fund shall not constitute a
material adverse change.
(h) At the Closing Date, all federal and other tax returns and
reports of the Acquiring Fund required by law then to be filed by such dates
shall have been filed, and all federal and other taxes shown due on said returns
and reports shall have been paid or provision shall have been made for the
payment thereof. To the best of the Acquiring Fund's knowledge, no such return
is currently under audit, and no assessment has been asserted with respect to
such returns.
(i) All issued and outstanding Acquiring Fund Shares are, and
at the Closing Date will be, duly and validly issued and outstanding, fully paid
and non-assessable. The Acquiring Fund does not have outstanding any options,
warrants, or other rights to subscribe for or purchase any Acquiring Fund
Shares, nor is there outstanding any security convertible into any Acquiring
Fund Shares.
(j) The execution, delivery, and performance of this Agreement
have been duly authorized by all necessary action on the part of the Acquiring
Fund, and this Agreement constitutes a valid and binding obligation of the
Acquiring Fund enforceable in accordance with its terms, subject as to
enforcement, to bankruptcy, insolvency, reorganization, moratorium, and other
laws relating to or affecting creditors' rights and to general equity
principles.
(k) The Acquiring Fund Shares to be issued and delivered to
the Selling Fund, for the account of the Selling Fund Shareholders, pursuant to
the terms of this Agreement will, at the Closing Date, have been duly authorized
and, when so issued and delivered, will be duly and validly issued Acquiring
Fund Shares, and will be fully paid and non-assessable.
<PAGE>
(l) The information to be furnished by the Acquiring Fund for
use in no-action letters, applications for orders, registration statements,
proxy materials, and other documents that may be necessary in connection with
the transactions contemplated hereby shall be accurate and complete in all
material respects and shall comply in all material respects with federal
securities and other laws and regulations applicable thereto.
(m) The Prospectus and Proxy Statement (as defined in
paragraph 5.7) to be included in the Registration Statement (only insofar as it
relates to the Acquiring Fund) will, on the effective date of the Registration
Statement and on the Closing Date, not contain any untrue statement of a
material fact or omit to state a material fact required to be stated therein or
necessary to make the statements therein, in light of the circumstances under
which such statements were made, not misleading.
(n) The Acquiring Fund agrees to use all reasonable efforts to
obtain the approvals and authorizations required by the 1933 Act, the 1940 Act,
and such of the state Blue Sky or securities laws as it may deem appropriate in
order to continue its operations after the Closing Date.
ARTICLE V
COVENANTS OF THE ACQUIRING FUND AND THE SELLING FUND
5.1 OPERATION IN ORDINARY COURSE. The Acquiring Fund and the Selling
Fund each will operate its business in the ordinary course between the date
hereof and the Closing Date, it being understood that such ordinary course of
business will include customary dividends and distributions.
5.2 APPROVAL OF SHAREHOLDERS. CoreFunds will call a meeting of the
Selling Fund Shareholders to consider and act upon this Agreement and to take
all other action necessary to obtain approval of the transactions contemplated
herein.
5.3 INVESTMENT REPRESENTATION. The Selling Fund covenants that the
Acquiring Fund Shares to be issued hereunder are not being acquired for the
purpose of making any distribution thereof other than in accordance with the
terms of this Agreement.
5.4 ADDITIONAL INFORMATION. The Selling Fund will assist the Acquiring
Fund in obtaining such information as the Acquiring Fund reasonably requests
concerning the beneficial ownership of the Selling Fund shares.
5.5 FURTHER ACTION. Subject to the provisions of this
Agreement, the Acquiring Fund and the Selling Fund will each
<PAGE>
take, or cause to be taken, all action, and do or cause to be done, all things
reasonably necessary, proper or advisable to consummate and make effective the
transactions contemplated by this Agreement, including any actions required to
be taken after the Closing Date.
5.6 STATEMENT OF EARNINGS AND PROFITS. As promptly as practicable, but
in any case within sixty days after the Closing Date, the Selling Fund shall
furnish the Acquiring Fund, in such form as is reasonably satisfactory to the
Acquiring Fund, a statement of the earnings and profits of the Selling Fund for
federal income tax purposes that will be carried over by the Acquiring Fund as a
result of Section 381 of the Code, and which will be reviewed by Price
Waterhouse LLP and certified by CoreFunds' President and Treasurer.
5.7 PREPARATION OF FORM N-14 REGISTRATION STATEMENT. The Selling Fund will
provide the Acquiring Fund with information reasonably necessary for the
preparation of a prospectus, which will include the proxy statement, referred to
in paragraph 4.1(o) (the "Prospectus and Proxy Statement"), all to be included
in a Registration Statement on Form N-14 of the Acquiring Fund (the
"Registration Statement"), in compliance with the 1933 Act, the Securities
Exchange Act of 1934, as amended (the "1934 Act"), and the 1940 Act in
connection with the meeting of the Selling Fund Shareholders to consider
approval of this Agreement and the transactions contemplated herein.
5.8 CAPITAL LOSS CARRYFORWARDS. As promptly as practicable, but in any
case within sixty days after the Closing Date, the Acquiring Fund and the
Selling Fund shall cause Price Waterhouse LLP to issue a letter addressed to the
Acquiring Fund and the Selling Fund, in form and substance satisfactory to the
Funds, setting forth the federal income tax implications relating to capital
loss carryforwards (if any) of the Selling Fund and the related impact, if any,
of the proposed transfer of all of the assets of the Selling Fund to the
Acquiring Fund and the ultimate dissolution of the Selling Fund, upon the
shareholders of the Selling Fund.
ARTICLE VI
CONDITIONS PRECEDENT TO OBLIGATIONS OF THE SELLING FUND
The obligations of the Selling Fund to consummate the transactions
provided for herein shall be subject, at its election, to the performance by the
Acquiring Fund of all the obligations to be performed by it hereunder on or
before the Closing Date, and, in addition thereto, the following further
conditions:
6.1 All representations, covenants, and warranties of the Acquiring
Fund contained in this Agreement shall be true and
<PAGE>
correct as of the date hereof and as of the Closing Date with the same force and
effect as if made on and as of the Closing Date, and the Acquiring Fund shall
have delivered to the Selling Fund a certificate executed in its name by the
Trust's President or Vice President and its Treasurer or Assistant Treasurer, in
form and substance reasonably satisfactory to the Selling Fund and dated as of
the Closing Date, to such effect and as to such other matters as the Selling
Fund shall reasonably request.
6.2 The Selling Fund shall have received on the Closing Date an opinion
from Sullivan & Worcester LLP, counsel to the Acquiring Fund, dated as of the
Closing Date, in a form reasonably satisfactory to the Selling Fund, covering
the following points:
(a) The Acquiring Fund is a separate investment series of a
Delaware business trust duly organized, validly existing and in good standing
under the laws of the State of Delaware and has the power to own all of its
properties and assets and to carry on its business as presently conducted.
(b) The Acquiring Fund is a separate investment series of a
Delaware business trust registered as an investment company under the 1940 Act,
and, to such counsel's knowledge, such registration with the Commission as an
investment company under the 1940 Act is in full force and effect.
(c) This Agreement has been duly authorized, executed, and
delivered by the Acquiring Fund and, assuming due authorization, execution and
delivery of this Agreement by the Selling Fund, is a valid and binding
obligation of the Acquiring Fund enforceable against the Acquiring Fund in
accordance with its terms, subject as to enforcement, to bankruptcy, insolvency,
reorganization, moratorium, and other laws relating to or affecting creditors'
rights generally and to general equity principles.
(d) Assuming that a consideration therefor not less than the
net asset value thereof has been paid, the Acquiring Fund Shares to be issued
and delivered to the Selling Fund on behalf of the Selling Fund Shareholders as
provided by this Agreement are duly authorized and upon such delivery will be
legally issued and outstanding and fully paid and non-assessable, and no
shareholder of the Acquiring Fund has any preemptive rights in respect thereof.
(e) The Registration Statement, to such counsel's knowledge,
has been declared effective by the Commission and no stop order under the 1933
Act pertaining thereto has been issued, and to the knowledge of such counsel, no
consent, approval, authorization or order of any court or governmental authority
of the United States or the State of Delaware is required for consummation by
the Acquiring Fund of the transactions
<PAGE>
contemplated herein, except such as have been obtained under the 1933 Act, the
1934 Act and the 1940 Act, and as may be required under state securities laws.
(f) The execution and delivery of this Agreement did not, and
the consummation of the transactions contemplated hereby will not, result in a
violation of the Trust's Declaration of Trust or By-Laws or any provision of any
material agreement, indenture, instrument, contract, lease or other undertaking
(in each case known to such counsel) to which the Acquiring Fund is a party or
by which it or any of its properties may be bound or to the knowledge of such
counsel, result in the acceleration of any obligation or the imposition of any
penalty, under any agreement, judgment, or decree to which the Acquiring Fund is
a party or by which it is bound.
(g) Only insofar as they relate to the Acquiring Fund, the
descriptions in the Prospectus and Proxy Statement of statutes, legal and
governmental proceedings and material contracts, if any, are accurate and fairly
present the information required to be shown.
(h) Such counsel does not know of any legal or governmental
proceedings, only insofar as they relate to the Acquiring Fund, existing on or
before the effective date of the Registration Statement or the Closing Date
required to be described in the Registration Statement or to be filed as
exhibits to the Registration Statement which are not described or filed as
required.
(i) To the knowledge of such counsel, no litigation or
administrative proceeding or investigation of or before any court or
governmental body is presently pending or threatened as to the Acquiring Fund or
any of its properties or assets and the Acquiring Fund is not a party to or
subject to the provisions of any order, decree or judgment of any court or
governmental body, which materially and adversely affects its business, other
than as previously disclosed in the Registration Statement.
Such counsel shall also state that they have participated in
conferences with officers and other representatives of the Acquiring Fund at
which the contents of the Prospectus and Proxy Statement and related matters
were discussed and, although they are not passing upon and do not assume any
responsibility for the accuracy, completeness or fairness of the statements
contained in the Prospectus and Proxy Statement (except to the extent indicated
in paragraph (g) of their above opinion), on the basis of the foregoing (relying
as to materiality to a large extent upon the opinions of the Trust's officers
and other representatives of the Acquiring Fund), no facts have come to their
attention that lead them to believe that the Prospectus and Proxy Statement as
of its date, as of the date of the Selling Fund Shareholders' meeting, and as of
the Closing Date, contained
<PAGE>
an untrue statement of a material fact or omitted to state a material fact
required to be stated therein regarding the Acquiring Fund or necessary, in the
light of the circumstances under which they were made, to make the statements
therein regarding the Acquiring Fund not misleading. Such opinion may state that
such counsel does not express any opinion or belief as to the financial
statements or any financial or statistical data, or as to the information
relating to the Selling Fund, contained in the Prospectus and Proxy Statement or
the Registration Statement, and that such opinion is solely for the benefit of
CoreFunds and the Selling Fund. Such opinion shall contain such other
assumptions and limitations as shall be in the opinion of Sullivan & Worcester
LLP appropriate to render the opinions expressed therein.
In this paragraph 6.2, references to the Prospectus and Proxy Statement
include and relate to only the text of such Prospectus and Proxy Statement and
not to any exhibits or attachments thereto or to any documents incorporated by
reference therein.
ARTICLE VII
CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRING FUND
The obligations of the Acquiring Fund to complete the transactions
provided for herein shall be subject, at its election, to the performance by the
Selling Fund of all the obligations to be performed by it hereunder on or before
the Closing Date and, in addition thereto, the following conditions:
7.1 All representations, covenants, and warranties of the Selling Fund
contained in this Agreement shall be true and correct as of the date hereof and
as of the Closing Date with the same force and effect as if made on and as of
the Closing Date, and the Selling Fund shall have delivered to the Acquiring
Fund on the Closing Date a certificate executed in its name by CoreFunds'
President or Vice President and the Treasurer or Assistant Treasurer, in form
and substance satisfactory to the Acquiring Fund and dated as of the Closing
Date, to such effect and as to such other matters as the Acquiring Fund shall
reasonably request.
7.2 The Selling Fund shall have delivered to the Acquiring Fund a
statement of the Selling Fund's assets and liabilities, together with a list of
the Selling Fund's portfolio securities showing the tax costs of such securities
by lot and the holding periods of such securities, as of the Closing Date,
certified by the Treasurer of CoreFunds.
7.3 The Acquiring Fund shall have received on the Closing Date an
opinion of Morgan, Lewis & Bockius LLP, counsel to the
<PAGE>
Selling Fund, in a form satisfactory to the Acquiring Fund covering the
following points:
(a) The Selling Fund is a separate investment series of a
corporation duly organized, validly existing and in good standing under the laws
of the State of Maryland and has the power to own all of its properties and
assets and to carry on its business as presently conducted.
(b) The Selling Fund is a separate investment series of a
Maryland corporation registered as an investment company under the 1940 Act,
and, to such counsel's knowledge, such registration with the Commission as an
investment company under the 1940 Act is in full force and effect.
(c) This Agreement has been duly authorized, executed and
delivered by the Selling Fund and, assuming due authorization, execution, and
delivery of this Agreement by the Acquiring Fund, is a valid and binding
obligation of the Selling Fund enforceable against the Selling Fund in
accordance with its terms, subject as to enforcement, to bankruptcy, insolvency,
reorganization, moratorium and other laws relating to or affecting creditors'
rights generally and to general equity principles.
(d) To the knowledge of such counsel, no consent, approval,
authorization or order of any court or governmental authority of the United
States or the State of Maryland is required for consummation by the Selling Fund
of the transactions contemplated herein, except such as have been obtained under
the 1933 Act, the 1934 Act and the 1940 Act, and as may be required under state
securities laws.
(e) The execution and delivery of this Agreement did not, and
the consummation of the transactions contemplated hereby will not, result in a
violation of CoreFunds' Articles of Incorporation or By-laws, or any provision
of any material agreement, indenture, instrument, contract, lease or other
undertaking (in each case known to such counsel) to which the Selling Fund is a
party or by which it or any of its properties may be bound or, to the knowledge
of such counsel, result in the acceleration of any obligation or the imposition
of any penalty, under any agreement, judgment, or decree to which the Selling
Fund is a party or by which it is bound.
(f) Only insofar as they relate to the Selling Fund, the
descriptions in the Prospectus and Proxy Statement of statutes, legal and
government proceedings and material contracts, if any, are accurate and fairly
present the information required to be shown.
(g) Such counsel does not know of any legal or governmental
proceedings, insofar as they relate to the Selling
<PAGE>
Fund existing on or before the date of mailing of the Prospectus and Proxy
Statement and the Closing Date, required to be described in the Prospectus and
Proxy Statement or to be filed as an exhibit to the Registration Statement which
are not described or filed as required.
(h) To the knowledge of such counsel, no litigation or
administrative proceeding or investigation of or before any court or
governmental body is presently pending or threatened as to the Selling Fund or
any of its respective properties or assets and the Selling Fund is neither a
party to nor subject to the provisions of any order, decree or judgment of any
court or governmental body, which materially and adversely affects its business
other than as previously disclosed in the Prospectus and Proxy Statement.
(i) Assuming that a consideration therefor of not less than
the net asset value thereof has been paid, and assuming that such shares were
issued in accordance with the terms of the Selling Fund's registration
statement, or any amendment thereto, in effect at the time of such issuance, all
issued and outstanding shares of the Selling Fund are legally issued and fully
paid and non-assessable.
Such counsel shall also state that they have participated in
conferences with officers and other representatives of the Selling Fund at which
the contents of the Prospectus and Proxy Statement and related matters were
discussed and, although they are not passing upon and do not assume any
responsibility for the accuracy, completeness or fairness of the statements
contained in the Prospectus and Proxy Statement (except to the extent indicated
in paragraph (f) of their above opinion), on the basis of the foregoing (relying
as to materiality to a large extent upon the opinions of CoreFunds' officers and
other representatives of the Selling Fund), no facts have come to their
attention that lead them to believe that the Prospectus and Proxy Statement as
of its date, as of the date of the Selling Fund Shareholders' meeting, and as of
the Closing Date, contained an untrue statement of a material fact or omitted to
state a material fact required to be stated therein regarding the Selling Fund
or necessary, in the light of the circumstances under which they were made, to
make the statements therein regarding the Selling Fund not misleading. Such
opinion may state that they do not express any opinion or belief as to the
financial statements or any financial or statistical data, or as to the
information relating to the Acquiring Fund, contained in the Prospectus and
Proxy Statement or Registration Statement, and that such opinion is solely for
the benefit of the Trust and the Acquiring Fund.
Such opinion shall contain such other assumptions and limitations as
shall be in the opinion of Morgan, Lewis & Bockius LLP appropriate to render the
opinions expressed therein, and shall indicate, with respect to matters of
Maryland law, that as
<PAGE>
Morgan, Lewis & Bockius LLP are not admitted to the bar of Maryland, such
opinions are based either upon the review of published statutes, cases and rules
and regulations of the State of Maryland or upon an opinion of Maryland counsel.
In this paragraph 7.3, references to the Prospectus and Proxy Statement
include and relate to only the text of such Prospectus and Proxy Statement and
not to any exhibits or attachments thereto or to any documents incorporated by
reference therein.
ARTICLE VIII
FURTHER CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRING
FUND AND THE SELLING FUND
If any of the conditions set forth below do not exist on or before the
Closing Date with respect to the Selling Fund or the Acquiring Fund, the other
party to this Agreement shall, at its option, not be required to consummate the
transactions contemplated by this Agreement:
8.1 This Agreement and the transactions contemplated herein shall have
been approved by the requisite vote of the holders of the outstanding shares of
the Selling Fund in accordance with the provisions of CoreFunds' Articles of
Incorporation and By-Laws and certified copies of the resolutions evidencing
such approval shall have been delivered to the Acquiring Fund. Notwithstanding
anything herein to the contrary, neither the Acquiring Fund nor the Selling Fund
may waive the conditions set forth in this paragraph 8.1.
8.2 On the Closing Date, the Commission shall not have issued an
unfavorable report under Section 25(b) of the 1940 Act, nor instituted any
proceeding seeking to enjoin the consummation of the transactions contemplated
by this Agreement under Section 25(c) of the 1940 Act and no action, suit or
other proceeding shall be threatened or pending before any court or governmental
agency in which it is sought to restrain or prohibit, or obtain damages or other
relief in connection with, this Agreement or the transactions contemplated
herein.
8.3 All required consents of other parties and all other consents,
orders, and permits of federal, state and local regulatory authorities
(including those of the Commission and of state Blue Sky securities authorities,
including any necessary "no-action" positions of and exemptive orders from such
federal and state authorities) to permit consummation of the transactions
contemplated hereby shall have been obtained, except where failure to obtain any
such consent, order, or permit would not involve a risk of a material adverse
effect on the assets or properties of the Acquiring Fund or the Selling Fund,
provided
<PAGE>
that either party hereto may for itself waive any of such
conditions.
8.4 The Registration Statement shall have become effective under the
1933 Act, and no stop orders suspending the effectiveness thereof shall have
been issued and, to the best knowledge of the parties hereto, no investigation
or proceeding for that purpose shall have been instituted or be pending,
threatened or contemplated under the 1933 Act.
8.5 The parties shall have received a favorable opinion of Sullivan &
Worcester LLP addressed to the Acquiring Fund and the Selling Fund substantially
to the effect that for federal income tax purposes:
(a) The transfer of all of the Selling Fund assets in exchange
for the Acquiring Fund Shares and the assumption by the Acquiring Fund of the
identified liabilities of the Selling Fund followed by the distribution of the
Acquiring Fund Shares to the Selling Fund in dissolution and liquidation of the
Selling Fund will constitute a "reorganization" within the meaning of Section
368(a)(1)(F) of the Code and the Acquiring Fund and the Selling Fund will each
be a "party to a reorganization" within the meaning of Section 368(b) of the
Code.
(b) No gain or loss will be recognized by the Acquiring Fund
upon the receipt of the assets of the Selling Fund solely in exchange for the
Acquiring Fund Shares and the assumption by the Acquiring Fund of the identified
liabilities of the Selling Fund.
(c) No gain or loss will be recognized by the Selling Fund
upon the transfer of the Selling Fund assets to the Acquiring Fund in exchange
for the Acquiring Fund Shares and the assumption by the Acquiring Fund of the
identified liabilities of the Selling Fund or upon the distribution (whether
actual or constructive) of the Acquiring Fund Shares to Selling Fund
Shareholders in exchange for their shares of the Selling Fund.
(d) No gain or loss will be recognized by the Selling Fund
Shareholders upon the exchange of their Selling Fund shares for the Acquiring
Fund Shares in liquidation of the Selling Fund.
(e) The aggregate tax basis for the Acquiring Fund Shares
received by each Selling Fund Shareholder pursuant to the Reorganization will be
the same as the aggregate tax basis of the Selling Fund shares held by such
shareholder immediately prior to the Reorganization, and the holding period of
the Acquiring Fund Shares to be received by each Selling Fund Shareholder will
include the period during which the Selling Fund shares exchanged therefor were
held by such shareholder (provided the Selling Fund shares were held as capital
assets on the date of the Reorganization).
<PAGE>
(f) The tax basis of the Selling Fund assets acquired by the
Acquiring Fund will be the same as the tax basis of such assets to the Selling
Fund immediately prior to the Reorganization, and the holding period of the
assets of the Selling Fund in the hands of the Acquiring Fund will include the
period during which those assets were held by the Selling Fund.
Notwithstanding anything herein to the contrary, neither the Acquiring
Fund nor the Selling Fund may waive the conditions set forth in this paragraph
8.5.
8.6 The Acquiring Fund shall have received from Price Waterhouse LLP a
letter addressed to the Acquiring Fund, in form and substance satisfactory to
the Acquiring Fund, to the effect that:
(a) on the basis of limited procedures agreed upon by the
Acquiring Fund and described in such letter (but not an examination in
accordance with generally accepted auditing standards), the Capitalization Table
appearing in the Registration Statement and Prospectus and Proxy Statement has
been obtained from and is consistent with the accounting records of the Selling
Fund; and
(b) on the basis of limited procedures agreed upon by the
Acquiring Fund and described in such letter (but not an examination in
accordance with generally accepted auditing standards), the data utilized in the
calculations of the projected expense ratios appearing in the Registration
Statement and Prospectus and Proxy Statement agree with underlying accounting
records of the Selling Fund or with written estimates by Selling Fund's
management and were found to be mathematically correct.
In addition, the Acquiring Fund shall have received from Price
Waterhouse LLP a letter addressed to the Acquiring Fund dated on the Closing
Date, in form and substance satisfactory to the Acquiring Fund, to the effect,
that on the basis of limited procedures agreed upon by the Acquiring Fund (but
not an examination in accordance with generally accepted auditing standards),
the calculation of net asset value per share of the Selling Fund as of the
Valuation Date was determined in accordance with generally accepted accounting
practices and the portfolio valuation practices of the Acquiring Fund.
8.7 The Selling Fund shall have received from Price Waterhouse LLP a
letter addressed to the Selling Fund, in form and substance satisfactory to the
Selling Fund, to the effect that:
(a) they are independent certified public accountants
with respect to the Acquiring Fund within the meaning of the 1933
<PAGE>
Act and the applicable published rules and regulations
thereunder;
(b) on the basis of limited procedures agreed upon by the
Selling Fund and described in such letter (but not an examination in accordance
with generally accepted auditing standards), the Capitalization Table appearing
in the Registration Statement and Prospectus and Proxy Statement has been
obtained from and is consistent with the accounting records of the Acquiring
Fund; and
(c) on the basis of limited procedures agreed upon by the
Selling Fund (but not an examination in accordance with generally accepted
auditing standards), the data utilized in the calculations of the projected
expense ratio appearing in the Registration Statement and Prospectus and Proxy
Statement agree with written estimates by each Fund's management and were found
to be mathematically correct.
ARTICLE IX
EXPENSES
9.1 Except as otherwise provided for herein, all expenses of the
transactions contemplated by this Agreement incurred by the Selling Fund and the
Acquiring Fund will be borne by First Union National Bank ("FUNB"). Such
expenses include, without limitation, (a) expenses incurred in connection with
the entering into and the carrying out of the provisions of this Agreement; (b)
expenses associated with the preparation and filing of the Registration
Statement under the 1933 Act covering the Acquiring Fund Shares to be issued
pursuant to the provisions of this Agreement; (c) registration or qualification
fees and expenses of preparing and filing such forms as are necessary under
applicable state securities laws to qualify the Acquiring Fund Shares to be
issued in connection herewith in each state in which the Selling Fund
Shareholders are resident as of the date of the mailing of the Prospectus and
Proxy Statement to such shareholders; (d) postage; (e) printing; (f) accounting
fees; (g) legal fees; and (h) solicitation costs of the transaction.
Notwithstanding the foregoing, the Acquiring Fund shall pay its own federal and
state registration fees.
ARTICLE X
ENTIRE AGREEMENT; SURVIVAL OF WARRANTIES
10.1 The Acquiring Fund and the Selling Fund agree that neither party
has made any representation, warranty or covenant not set forth herein and that
this Agreement constitutes the entire agreement between the parties.
<PAGE>
10.2 The representations, warranties, and covenants contained in this
Agreement or in any document delivered pursuant hereto or in connection herewith
shall not survive the consummation of the transactions contemplated hereunder.
ARTICLE XI
TERMINATION
11.1 This Agreement may be terminated by the mutual agreement of the
Acquiring Fund and the Selling Fund. In addition, either the Acquiring Fund or
the Selling Fund may at its option terminate this Agreement at or prior to the
Closing Date because:
(a) of a breach by the other of any representation, warranty,
or agreement contained herein to be performed at or prior to the Closing Date,
if not cured within 30 days; or
(b) a condition herein expressed to be precedent to the
obligations of the terminating party has not been met and it reasonably appears
that it will not or cannot be met.
11.2 In the event of any such termination, in the absence of willful
default, there shall be no liability for damages on the part of either the
Acquiring Fund, the Selling Fund, the Trust, CoreFunds, the respective Trustees,
Directors or officers, to the other party or its Trustees, Directors or
officers, but each shall bear the expenses incurred by it incidental to the
preparation and carrying out of this Agreement as provided in paragraph 9.1.
ARTICLE XII
AMENDMENTS
12.1 This Agreement may be amended, modified, or supplemented in such
manner as may be mutually agreed upon in writing by the authorized officers of
the Selling Fund and the Acquiring Fund; provided, however, that following the
meeting of the Selling Fund Shareholders called by the Selling Fund pursuant to
paragraph 5.2 of this Agreement, no such amendment may have the effect of
changing the provisions for determining the number of the Acquiring Fund Shares
to be issued to the Selling Fund Shareholders under this Agreement to the
detriment of such shareholders without their further approval.
ARTICLE XIII
HEADINGS; COUNTERPARTS; GOVERNING LAW; ASSIGNMENT;
LIMITATION OF LIABILITY
<PAGE>
13.1 The Article and paragraph headings contained in this Agreement are
for reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement.
13.2 This Agreement may be executed in any number of counterparts, each
of which shall be deemed an original.
13.3 This Agreement shall be governed by and construed in accordance
with the laws of the State of Delaware, without giving effect to the conflicts
of laws provisions thereof; provided, however, that the due authorization,
execution and delivery of this Agreement, in the case of the Selling Fund, shall
be governed and construed in accordance with the laws of the State of Maryland,
without giving effect to the conflicts of laws provisions thereof.
13.4 This Agreement shall bind and inure to the benefit of the parties
hereto and their respective successors and assigns, but, except as provided in
this paragraph, no assignment or transfer hereof or of any rights or obligations
hereunder shall be made by any party without the written consent of the other
party. Nothing herein expressed or implied is intended or shall be construed to
confer upon or give any person, firm, or corporation, other than the parties
hereto and their respective successors and assigns, any rights or remedies under
or by reason of this Agreement.
13.5 It is expressly agreed that the obligations of the Acquiring Fund
hereunder shall not be binding upon any of the Trustees, shareholders, nominees,
officers, agents, or employees of the Trust personally, but shall bind only the
trust property of the Acquiring Fund, as provided in the Declaration of Trust of
the Trust. The execution and delivery of this Agreement have been authorized by
the Trustees of the Trust on behalf of the Acquiring Fund and signed by
authorized officers of the Trust, acting as such, and neither such authorization
by such Trustees nor such execution and delivery by such officers shall be
deemed to have been made by any of them individually or to impose any liability
on any of them personally, but shall bind only the trust property of the
Acquiring Fund as provided in the Declaration of Trust of the Trust.
<PAGE>
IN WITNESS WHEREOF, the parties have duly executed this Agreement, all
as of the date first written above.
EVERGREEN SELECT FIXED INCOME TRUST ON BEHALF OF EVERGREEN
SELECT INTERNATIONAL BOND FUND By:
Name:
Title:
COREFUNDS, INC. ON BEHALF OF GLOBAL BOND FUND By:
Name:
Title:
<PAGE>
EXHIBIT B
INTERIM INVESTMENT ADVISORY AGREEMENT
AGREEMENT made as of April 30, 1998 between COREFUNDS, INC., a Maryland
corporation (hereinafter the "Company"), and CORESTATES INVESTMENT ADVISERS,
INC., a Pennsylvania corporation (hereinafter the "Investment Adviser").
WHEREAS, the Company is registered as an open-end, diversified,
management investment company under the Investment Company Act of 1940, as
amended (the "1940 Act"); and
WHEREAS, the Company is authorized to issue shares of Common Stock in
separate classes representing shares in separate portfolios of securities and
other assets; and
WHEREAS, the Company desires to retain the Investment Adviser to
furnish investment advisory services to the Company and its portfolios, and the
Investment Adviser is willing to so furnish such services;
NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, it is agreed between the parties hereto as follows:
1. Appointment. The Company hereby appoints the Investment Adviser to
act as investment adviser to the portfolios of the Company for the period and on
the terms set forth in this Agreement. The Investment Adviser accepts such
appointment and agrees to furnish the services herein set forth for the
compensation herein provided.
2. Delivery of Documents. The Company has furnished the
Investment Adviser with copies properly certified or
authenticated of each of the following:
a. the Company's Articles of Incorporation, as filed with the
Secretary of State of Maryland on September 11, 1984, and all amendments thereto
(such Articles, as presently in effect and as they shall from time to time be
amended or supplemented, are herein called the "Articles of Incorporation");
b. the Company's By-Laws and amendments thereto (such
By-Laws, as presently in effect and as they shall from time to
time be amended, are herein called the "By-Laws");
c. resolutions of the Company's Board of Directors
authorizing the appointment of the Investment Adviser and
approving this Agreement;
<PAGE>
d. the Company's Notification of Registration on Form
N-8A under the 1940 Act as filed with the Securities and Exchange
Commission on September 11, 1984 and all amendments thereto;
e. the Company's Registration Statement on Form N-1A under the
Securities Act of 1933, as amended ("1933 Act") (File No. 2-93214) and under the
1940 Act as filed with the Securities and Exchange Commission and all amendments
thereto; and
f. the Company's most recent Prospectuses and Statement of
Additional Information (such Prospectuses and Statement of Additional
Information, as presently in effect and all amendments and supplements thereto,
are herein called the
"Prospectuses").
The Company will furnish the Investment Adviser from time to time with
copies of all amendments of or supplements to the foregoing.
3. Management. Subject to the supervision of the Company's Board of
Directors, the Investment Adviser will provide a continuous investment program
for each portfolio of the Company, including investment guidelines and
management with respect to all securities and investments and cash equivalents
held by the existing portfolios and such other portfolios (hereinafter
collectively, the "Portfolios") offered by the Company and identified by the
Company as appropriate. The Investment Adviser will determine from time to time
what securities and other investments will be purchased, retained, or sold by
the Company. The Investment Adviser will provide the services under this
Agreement in accordance with the Company's investment objective, policies, and
restrictions as stated in the Prospectuses and resolutions of the Company's
Board of Directors.
The Investment Adviser further agrees that it:
a. will conform with all applicable Rules and Regulations of
the Securities and Exchange Commission and will in addition conduct its
activities under this Agreement in accordance with any regulations of the
Comptroller of the Currency pertaining to the investment advisory activities of
national banks;
b. will not make loans to any person to purchase or
carry the Company's shares or make loans to the Company;
c. will place orders pursuant to its investment determinations
for the Company on behalf of its Portfolios either directly with the issuer or
with any broker or dealer. In placing orders with brokers and dealers the
primary consideration of the Investment Adviser will be the prompt execution of
orders in an effective manner at the most favorable price. Subject to this
consideration, brokers or dealers who provide supplemental
<PAGE>
research to the Investment Adviser may receive orders for transactions with the
Company. In no instance will portfolio securities be purchased from or sold to
CoreStates Financial Corp or any affiliated person of either the Company or
CoreStates Financial Corp;
d. will maintain all books and records with respect to the
Company's portfolio securities transactions and will furnish the Company's Board
of Directors such periodic and special reports as the Board may request;
e. will treat confidentially and as proprietary information of
the Company all records and other information relative to the Company and prior,
present, or potential shareholders, and will not use such records and
information for any purpose other than performance of its responsibilities and
duties hereunder, except after prior notification to and approval in writing by
the Company, which approval shall not be unreasonably withheld and may not be
withheld where the Investment Adviser 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
Company;
f. will provide to the Company and the Company's other service
providers, at such intervals as may be reasonably requested by the Company,
information relating to (i) the performance of services by the Investment
Adviser hereunder, and (ii) market quotations of portfolio securities held by
the Company on behalf of its Portfolios;
g. will direct and use its best efforts to cause the broker or
dealer involved in any portfolio transaction with the Company to send a written
confirmation of such transaction to the Company's Custodian and Transfer Agent;
and
h. will not purchase shares of the Company for itself or for
accounts with respect to which it is exercising sole investment discretion in
connection with such transactions.
4. Services Not Exclusive. The investment management services furnished
by the Investment Adviser hereunder are not to be deemed exclusive, and the
Investment Adviser shall be free to furnish similar services to others so long
as its services under this Agreement are not impaired thereby.
5. Books and Records. In compliance with the requirements of Rule 31a-3
under the 1940 Act, the Investment Adviser hereby agrees that all records which
it maintains for the Company are the property of the Company and further agrees
to surrender promptly to the Company any of such records upon the Company's
request. The Investment Adviser further agrees to preserve for the periods
prescribed by Rule 31a-2 under the 1940 Act the
<PAGE>
records required to be maintained by Rule 31a-1 under the 1940
Act.
6. Expenses. During the term of this Agreement, the Investment Adviser
will pay all expenses incurred by it in connection with its activities under
this Agreement other than the cost of securities (including brokerage
commissions, if any) purchased for the Company and the cost of obtaining market
quotations of portfolio securities held by the Company.
7. Compensation. For the services provided and the expenses assumed
pursuant to this Agreement, effective as of the date of this Agreement, the
Company will pay the Investment Adviser and the Investment Adviser will accept
as full compensation for services rendered to the Portfolios therefor, the fees
detailed in Appendix A attached to this Agreement; provided, however, that if
the total expenses borne by any Portfolio of the Company in any fiscal year of
the Company exceeds any expense limitations imposed by applicable state
securities laws or regulations, the Investment Adviser will reimburse the
Portfolio for a portion of such excess equal to the amount of such excess times
the ratio of the fees otherwise payable to the Investment Adviser hereunder to
the aggregate fees otherwise payable to the Investment Adviser hereunder and SEI
Fund Resources pursuant to an Administration Agreement between it and the
Company. The Investment Adviser's obligation to reimburse the Company on behalf
of its Portfolios hereunder is limited in any fiscal year of the Company to the
amount of the Investment Adviser's fee hereunder for such fiscal year; provided,
however, that notwithstanding the foregoing, the Investment Adviser shall
reimburse the Company for such excess regardless of the fees paid to it to the
extent that the securities laws or regulations of any state having jurisdiction
over the Company so require. Any such expense reimbursements will be estimated
daily and reconciled and paid on a monthly basis.
8. Use of Investment Adviser's Name and Logo. The Company agrees that
it shall furnish to the Investment Adviser, prior to any use or distribution
thereof, copies of all prospectuses, statements of additional information, proxy
statements, reports to shareholders, sales literature, advertisements, and other
material prepared for distribution to shareholders of the Portfolios of the
Company or to the public, which in any way refer to or describe the Investment
Adviser or which include any trade names, trademarks, or logos of the Investment
Adviser or any affiliate of the Investment Adviser. The Company further agrees
that it shall not use or distribute any such material if the Investment Adviser
reasonably objects in writing to such use or distribution within ten business
days after the date such material is furnished to the Investment Adviser. The
provisions of this section shall survive the termination of this Agreement.
<PAGE>
9. Limitation of Liability. The Investment Adviser shall not be liable
for any error of judgment or mistake of law or for any loss suffered by the
Company in connection with the performance of this Agreement, except a loss
resulting from a breach of fiduciary duty with respect to the receipt of
compensation for services or a loss resulting from willful misfeasance, bad
faith, or gross negligence on the part of the Investment Adviser in the
performance of its duties or from reckless disregard by it of its obligations
and duties under this Agreement.
10. Duration and Termination. This Agreement will become effective for
each Portfolio as of the date first above written. Subject to the provisions for
termination as provided herein, this Agreement shall remain in effect for each
Portfolio until the earlier of the Closing Date defined in the Agreement and
Plan of Reorganization dated as of April 15, 1998 with respect to each Portfolio
or for two years from the date first above written and from year to year
thereafter, provided such continuance is specifically approved at least annually
(a) by the vote of a majority of those members of the Company's Board of
Directors who are not parties to this Agreement or interested persons of any
party to this Agreement, cast in person at a meeting called for the purpose of
voting on such approval, and (b) by the Company's Board of Directors or by vote
of a majority of the Portfolio's outstanding voting securities. Notwithstanding
the foregoing, this Agreement may be terminated at any time on sixty days
written notice, without the payment of any penalty, by the Company (by vote of
the Board of Directors or by vote of a majority of the Portfolio's outstanding
voting securities) or by the Investment Adviser. This Agreement will immediately
terminate 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 of such terms in the 1940 Act.)
11. Name Protection After Termination. In the event this Agreement is
terminated by either party or upon written notice from the Investment Adviser at
any time, the Company hereby agrees that it will eliminate from its corporate
name any references to the name "CoreFunds." The Company shall have the
nonexclusive use of the name "CoreFunds" in whole or in part so long as this
Agreement is effective or until such notice is given.
12. Amendment of this Agreement. 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 enforcement of the change, waiver,
discharge or termination is sought. No amendment of this Agreement shall be
effective until approved by vote of a majority of the Portfolio's outstanding
voting securities.
<PAGE>
13. 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 decision,
statute, rule, or otherwise, the remainder of this Agreement shall not be
affected thereby. 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 Pennsylvania law.
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this instrument to
be executed by their officers designated below as of the day and year first
above written.
COREFUNDS, INC.
By ____________________________
CORESTATES INVESTMENT ADVISERS, INC.
By ____________________________
<PAGE>
APPENDIX A
<TABLE>
<CAPTION>
Portfolio Advisory Fee as a
Percentage of average
daily net assets
<S> <C>
Growth Equity Fund .75%
Core Equity Fund .74%
Special Equity Fund 1.50%
Equity Index Fund .40%
International Growth Fund .80%
Balanced Fund .70%
Short-Intermediate Bond Fund .50%
Bond Fund .74%
Short Term Income Fund .74%
Government Income Fund .50%
Intermediate Municipal Bond Fund .50%
Pennsylvania Municipal Bond Fund .50%
New Jersey Municipal Bond Fund .50%
Global Bond Fund .60%
Cash Reserve .40%
Treasury Reserve .40%
Tax-Free Reserve .40%
Elite Cash Reserve .20%
Elite Government Reserve .20%
Elite Treasury Reserve .20%
Elite Tax-Free Reserve .20%
</TABLE>
<PAGE>
EXHIBIT C
INTERIM SUB-ADVISORY AGREEMENT
GLOBAL BOND FUND
AGREEMENT made as of April 30, 1998 between CORESTATES
INVESTMENT ADVISERS, INC., a Pennsylvania corporation (the "Investment
Adviser"), and ANALYTIC.TSA INTERNATIONAL, INC. (the "Sub-Adviser").
WHEREAS, CoreFunds, Inc. (the "Fund"), a Maryland corporation,
is registered as an open-end, diversified, management investment company under
the Investment Company Act of 1940, as amended (the "1940 Act"); and
WHEREAS, the Fund is authorized to issue shares of Common
Stock in separate series representing shares in a separate portfolio of
securities and other assets; and
WHEREAS, the Investment Adviser is a party to an Investment
Advisory Agreement, dated as of April 30, 1998 with the Fund, pursuant to which
the Investment Adviser provides investment advisory services to the Fund and
certain of its portfolios; and
WHEREAS, the Investment Adviser wishes to have the Sub-
Adviser act as the sub-investment adviser to the Global Bond Fund and as such to
provide the Investment Adviser with investment advisory services, including
investment management, investment research and investment recommendations, and
the Sub-Adviser is willing to provide such services;
NOW, THEREFORE, in consideration of the promises and mutual
covenants herein contained, it is agreed between the parties hereto as follows:
14. Appointment. The Investment Adviser hereby appoints the
Sub-Adviser to act as sub-investment adviser to the Global Bond Fund for the
period and on the terms set forth in this Agreement. The Sub-Adviser accepts
such appointment and agrees to furnish the services herein set forth for the
compensation herein provided.
15. Delivery of Documents. The Fund or the Investment Adviser
has furnished the Sub-Adviser with copies properly certified or authenticated of
each of the following:
(a) the Fund's Articles of Incorporation, as
filed with the Secretary of State of Maryland on September 11, 1994, and all
amendments thereto (such Articles, as presently in effect and as they shall from
time to time be amended or supplemented, are herein called the "Articles of
Incorporation");
<PAGE>
(b) the Fund's By-Laws and amendments thereto
(such By-Laws, as presently in effect and as they shall from time
to time be amended, are herein called the "By-Laws");
(c) resolutions of the Fund's Board of Directors
authorizing the appointment of the Investment Adviser and
approving this Agreement;
(d) the Fund's Notification of Registration on
Form N-8A under the 1940 Act as filed with the Securities and Exchange
Commission on September 13, 1984 and all amendments thereto;
(e) the Fund's Registration Statement on Form N-
1A under the Securities Act of 1933, as amended (the "1933 Act") (File No.
2-93214) and under the 1940 Act as filed with the Securities and Exchange
Commission and all amendments thereto; and
(f) the Fund's most recent Prospectus and
Statement of Additional information (such Prospectus and Statement of Additional
information, as presently in effect and all amendments and supplements thereto,
are herein called the "Prospectus").
The Fund or the Investment Adviser will furnish
the Sub-Adviser from time to time with copies of all amendments
of or supplements to the foregoing.
16. Management. Subject to the supervision of the Fund's Board
of Directors and the Investment Adviser, the Sub- Adviser will provide a
continuous investment program for the Global Bond portfolio, including
investment research and management with respect to all securities and
investments and cash equivalents held by the Global Bond portfolio. The Sub-
Adviser will determine from time to time what securities and other investments
will be purchased, retained, or sold by the Fund. The Sub-Adviser will provide
the services under this Agreement in accordance with the Global Bond Fund's
investment objective, policies, and restrictions as stated in the Prospectus and
resolutions of the Fund's Board of Directors. The Sub- Adviser acknowledges and
agrees that the Fund shall have no responsibility to pay the Sub-Adviser, and
that any compensation to be paid to the Sub-Adviser shall be paid by the
Investment Adviser pursuant to Section 7 of this Agreement.
The Sub-Adviser further agrees that it:
(a) will conform with all applicable Rules and
Regulations of the Securities and Exchange Commission and will in addition
conduct its activities under this Agreement in accordance with any regulations
of the Comptroller of the Currency pertaining to the investment advisory
activities of
<PAGE>
national banks as provided to the Sub-Adviser by the Investment
Adviser, together with any amendments thereto;
(b) will not make loans to any person to purchase
or carry Fund shares or make loans to the Fund;
(c) will place orders pursuant to its investment
determinations for the Global Bond Fund either directly with the issuer or with
any broker or dealer. In placing orders with brokers and dealers the primary
consideration of the Sub-Adviser will be the prompt execution of orders in an
effective manner at the most favorable price. Subject to this consideration,
brokers or dealers who provide supplemental research to the Sub-Adviser may
receive orders for transactions with the Fund. In no instance will portfolio
securities be purchased from or sold to CoreStates Financial Corp, SEI
Investments Distribution Co., or any affiliated person of either the Fund,
CoreStates Financial Corp, or SEI Investments Distribution Co;
(d) will maintain all books and records with
respect to the Global Bond Fund's portfolio securities transactions and will
furnish the Fund's Board of Directors such periodic and special reports as the
Board may request;
(e) will treat confidentially and as proprietary
information of the Fund all records and other information relative to the Fund
and prior, present, or potential shareholders, and will not use such records and
information for any purpose other than performance of its responsibilities and
duties hereunder, except after prior notification to and approval in writing by
the Fund, which approval shall not be unreasonably withheld and may not be
withheld where the Sub-Adviser 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 Fund;
(f) will provide to the Fund and the Fund's other
service providers, at such intervals as may be reasonably requested by the Fund,
information relating to (i) the performance of services by the Sub-Adviser
hereunder, and (ii) market quotations of portfolio securities held by the Global
Bond Fund;
(g) will direct and use its best efforts to cause
the broker or dealer involved in any portfolio transaction with the Global Bond
Fund to send a written confirmation of such transaction to the Fund's Custodian
and Transfer Agent; and
(h) will not purchase shares of the Global Bond
Fund for itself or for accounts with respect to which it is exercising sole
investment discretion in connection with such transactions.
<PAGE>
17. Services Not Exclusive. The investment management services
furnished by the Sub-Adviser hereunder are not to be deemed exclusive, and the
Sub-Adviser shall be free to furnish similar services to others so long as its
services under this Agreement are not impaired thereby.
18. Books and Records. In compliance with the requirements of
Rule 31a-3 under the 1940 Act, the Sub-Adviser hereby agrees that all records
which it maintains for the Fund are the property of the Fund and further agrees
to surrender promptly to the Fund any of such records upon the Fund's request.
The Sub-Adviser further agrees to preserve for the periods prescribed by Rule
31a-2 under the 1940 Act the records required to be maintained by Rule 31 under
the 1940 Act.
19. Expenses. During the term of this Agreement, the
Sub-Adviser will pay all its own expenses in connection with its activities
under this Agreement other than the cost of securities (including brokerage
commissions, if any) purchased for the Global Bond Fund and the cost of
obtaining market quotations of portfolio securities held by such Fund.
20. Compensation. For the services provided and the expenses
assumed pursuant to this Agreement, effective as of the date of this Agreement,
the Investment Adviser will pay the Sub- Adviser and the Sub-Adviser will accept
as full compensation therefor a fee, computed daily and paid monthly, at an
annual rate of .30% of the Global Bond Fund's average daily net assets. The
Sub-Adviser may from time to time and at its discretion voluntarily waive all or
a portion of its sub-advisory fees in order to assist such Fund in maintaining a
competitive expense ratio.
21. Limitation of Liability. The Sub-Adviser shall not be
liable for any error of judgment or mistake of law or for any loss suffered by
the Fund in connection with the performance of this Agreement, except a loss
resulting from a breach of fiduciary duty with respect to the receipt of
compensation for services or a loss resulting from willful misfeasance, bad
faith, or gross negligence on the part of the Sub-Adviser in the performance of
its duties or from reckless disregard by it of its obligations and duties under
this Agreement.
22. Duration and Termination. This Agreement will become
effective as of the date first above written. Subject to the provisions for
termination as provided herein, this Agreement shall remain in effect until the
earlier of the Closing Date defined in the Agreement and Plan of Reorganization
dated as of April 15, 1998 with respect to the Global Bond Fund or for two years
from the date first above written and from year to year thereafter, provided
such continuance is specifically approved at least annually (a) by the vote of a
majority of those members of the Fund's Board of Directors who are not parties
to this
<PAGE>
Agreement or interested persons of any party to this Agreement, cast in person
at a meeting called for the purpose of voting on such approval, and (b) by the
Fund's Board of Directors or by vote of a majority of the Fund's outstanding
voting securities. Notwithstanding the foregoing, this Agreement may be
terminated at any time on sixty days' written notice, without the payment of any
penalty, by the Fund (by vote of the Fund's Board of Directors or by vote of a
majority of the Fund's outstanding voting securities), by the Investment Adviser
or by the Sub- Adviser. This Agreement will immediately terminate 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 meanings assigned to such terms in the 1940 Act.
23. Amendment of this Agreement. 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 enforcement of the
change, waiver, discharge or termination is sought. No amendment of this
Agreement shall be effective until approved vote of a majority of the Fund's
outstanding voting securities.
24. 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 decision,
statute, rule or otherwise, the remainder of this Agreement shall not be
affected thereby. This Agreement shall be binding upon and shall insure to the
benefit of the parties hereto and their respective successors and shall be
governed by Pennsylvania law.
IN WITNESS WHEREOF, the parties hereto have caused this
instrument to be executed by their officers designated below as of the day and
year first above written.
CORESTATES INVESTMENT ADVISERS, INC.
By: ___________________
Name: _________________
Title: __________________
ANALYTIC.TSA INTERNATIONAL, INC.
By: ___________________
Name: _________________
Title: __________________
<PAGE>
STATEMENT OF ADDITIONAL INFORMATION
Acquisition of the Assets of
GLOBAL BOND FUND
a Series of
COREFUNDS, INC.
530 East Swedesford Road
Wayne, Pennsylvania 19087
(800) 355-2673
By and In Exchange For Shares of
EVERGREEN SELECT INTERNATIONAL BOND FUND
a Series of
EVERGREEN SELECT FIXED INCOME TRUST
200 Berkeley Street
Boston, Massachusetts 02116
(800) 343-2898
This Statement of Additional Information, relating specifically to the
proposed transfer of the assets and liabilities of Global Bond Fund ("CoreFunds
Global Bond"), a series of CoreFunds, Inc., to Evergreen Select International
Bond Fund ("Evergreen International Bond"), a series of Evergreen Select Fixed
Income Trust, in exchange for Institutional Service shares (to be issued to
holders of Class A shares of CoreFunds Global Bond) and Institutional shares (to
be issued to holders of Class Y shares of CoreFunds Global Bond) of beneficial
interest, $.001 par value per share, of Evergreen International Bond, consists
of this cover page and the following described documents, each of which is
attached hereto and incorporated by reference herein:
(1) The Statement of Additional Information of Evergreen
International Bond dated July 10, 1998;
(2) The Statement of Additional Information of CoreFunds Global
Bond dated November 1, 1997;
(3) Annual Report of CoreFunds Global Bond for the year ended June
30, 1997; and
(4) Semi-Annual Report of CoreFunds Global Bond for the six month
period ended December 31, 1997.
This Statement of Additional Information, which is not a prospectus,
supplements, and should be read in conjunction with, the Prospectus/Proxy
Statement of Evergreen International Bond
<PAGE>
and CoreFunds Global Bond dated July 10, 1998. A copy of the Prospectus/Proxy
Statement may be obtained without charge by calling or writing to Evergreen
International Bond or CoreFunds Global Bond at the telephone numbers or
addresses set forth above.
The date of this Statement of Additional Information is July 10, 1998.
<PAGE>
EVERGREEN SELECT FIXED INCOME TRUST
PART C
OTHER INFORMATION
Item 15. Indemnification.
The response to this item is incorporated by reference to "Liability
and Indemnification of Trustees" under the caption "Comparative Information on
Shareholders' Rights" in Part A of this Registration Statement.
Item 16. Exhibits:
1. Declaration of Trust. Incorporated by reference to
Evergreen Select Fixed Income Trust's Registration Statement on
Form N-1A filed on September 19, 1997 - Registration No. 333-
36019 ("Form N-1A Registration Statement")
2. Bylaws. Incorporated by reference to the Form N-1A Registration Statement.
3. Not applicable.
4. Agreement and Plan of Reorganization. Exhibit A to Prospectus contained in
Part A of this Registration Statement.
5. Declaration of Evergreen Select Fixed Income Trust Articles II., III.6(c),
IV.(3), IV.(8), V., VI., VII., and VIII and By-Laws Articles II., III. and VIII.
6(a). Form of Investment Advisory Agreement between First Union National Bank
and Evergreen Select Fixed Income Trust. Incorporated by reference to the Form
N-1A Registration Statement.
6(b). Form of SubAdvisory Agreement between First Union National Bank and
Analytic.TSA International, Inc. Incorporated by reference to the Form N-1A
Registration Statement.
6(c). Form of Interim Investment Advisory Agreement. Exhibit
B to Prospectus contained in Part A of this Registration
Statement.
6(d). Form of Interim Sub-Advisory Agreement. Exhibit C to
Prospectus contained in Part A of this Registration Statement.
7(a). Form of Distribution Agreement between Evergreen
Distributor, Inc. and Evergreen Select Fixed Income Trust.
Incorporated by reference to the Form N-1A Registration
Statement.
<PAGE>
7(b). Form of Dealer Agreement for Institutional Service and Institutional
shares used by Evergreen Distributor, Inc. Incorporated by reference to the Form
N-1A Registration Statement.
8. Form of Deferred Compensation Plan. Incorporated by reference to the Form
N-1A Registration Statement.
9. Form of Custody Agreement between State Street Bank and Trust Company and
Evergreen Select Fixed Income Trust. Incorporated by reference to Form N-1A
Registration Statement.
10. Form of Rule 12b-1 Distribution Plan. Incorporated by reference to the Form
N-1A Registration Statement.
11. Opinion and consent of Sullivan & Worcester LLP. Filed herewith.
12. Tax opinion and consent of Sullivan & Worcester LLP. Filed herewith.
13. Not applicable.
14. Consent of Ernst & Young LLP. Filed herewith.
15. Not applicable.
16. Powers of Attorney. Filed herewith.
17. Form of Proxy Card. Filed herewith.
Item 17. Undertakings.
(1) The undersigned Registrant agrees that prior to any public
reoffering of the securities registered through the use of a prospectus that is
a part of this Registration Statement by any person or party who is deemed to be
an underwriter within the meaning of Rule 145(c) of the Securities Act of 1933,
the reoffering prospectus will contain the information called for by the
applicable registration form for reofferings by persons who may be deemed
underwriters, in addition to the information called for by the other items of
the applicable form.
(2) The undersigned Registrant agrees that every prospectus that is
filed under paragraph (1) above will be filed as a part of an amendment to the
Registration Statement and will not be used until the amendment is effective,
and that, in determining any liability under the Securities Act of 1933, each
post-effective amendment shall be deemed to be a new Registration Statement for
the securities offered therein, and the offering of the securities at that time
shall be deemed to be the initial bona fide offering of them.
<PAGE>
(3) Not applicable.
<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 Columbus and State
of Ohio, on the 10th day of June, 1998.
EVERGREEN SELECT FIXED INCOME TRUST
By: /s/ William J. Tomko
-----------------------
Name: William J. Tomko
Title: President
As required by the Securities Act of 1933, the following persons have
signed this Registration Statement in the capacities indicated on the 10th day
of June, 1998.
Signatures Title
- - - - - - - ---------- -----
/s/William J. Tomko President and
- - - - - - - ------------------- Treasurer
William J. Tomko
/s/Laurence B. Ashkin* Trustee
- - - - - - - ---------------------
Laurence B. Ashkin
/s/Charles A. Austin III* Trustee
- - - - - - - -------------------------
Charles A. Austin III
/s/K. Dun Gifford* Trustee
- - - - - - - -----------------
K. Dun Gifford
/s/James S. Howell* Trustee
- - - - - - - ------------------
James S. Howell
/s/Leroy Keith, Jr.* Trustee
- - - - - - - -------------------
Leroy Keith, Jr.
/s/Gerald M. McDonnell* Trustee
- - - - - - - ----------------------
Gerald M. McDonnell
/s/Thomas L. McVerry* Trustee
- - - - - - - --------------------
<PAGE>
Thomas L. McVerry
/s/William Walt Pettit* Trustee
- - - - - - - ---------------------
William Walt Pettit
/s/David M. Richardson* Trustee
- - - - - - - ----------------------
David M. Richardson
/s/Russell A. Salton III* Trustee
- - - - - - - -------------------------
Russell A. Salton III
/s/Michael S. Scofield* Trustee
- - - - - - - ----------------------
Michael S. Scofield
/s/Richard J. Shima* Trustee
- - - - - - - -------------------
Richard J. Shima
* By: /s/William J. Tomko
-------------------
Attorney-in-Fact
William J. Tomko, 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 16 to this
Registration Statement.
<PAGE>
INDEX TO EXHIBITS
N-14
EXHIBIT NO.
11 Opinion and Consent of Sullivan & Worcester LLP
12 Tax Opinion and Consent of Sullivan & Worcester LLP
14 Consent of Ernst & Young LLP
16 Powers of Attorney
17 Form of Proxy
- - - - - - - --------------------
<PAGE>
SULLIVAN & WORCESTER LLP
1025 CONNECTICUT AVENUE, N.W.
WASHINGTON, D.C. 20036
TELEPHONE: 202-775-8190
FACSIMILE: 202-293-2275
767 THIRD AVENUE ONE POST OFFICE SQUARE
NEW YORK, NEW YORK 10017 BOSTON, MASSACHUSETTS 02109
TELEPHONE: 212-486-8200 TELEPHONE: 617-338-2800
FACSIMILE: 212-758-2151 FACSIMILE: 617-338-2880
June 10, 1998
Evergreen Select Fixed Income Trust
200 Berkeley Street
Boston, Massachusetts 02116
Ladies and Gentlemen:
We have been requested by the Evergreen Select Fixed Income Trust, a
Delaware business trust with transferable shares (the "Trust") established under
an Agreement and Declaration of Trust dated September 18, 1997, as amended (the
"Declaration"), for our opinion with respect to certain matters relating to
Evergreen Select International Bond Fund (the "Acquiring Fund"), a series of the
Trust. We understand that the Trust is about to file a Registration Statement on
Form N-14 for the purpose of registering shares of the Trust under the
Securities Act of 1933, as amended (the "1933 Act"), in connection with the
proposed acquisition by the Acquiring Fund of all of the assets of Global Bond
Fund (the "Acquired Fund"), a series of CoreFunds, Inc., a Maryland corporation
with transferable shares, in exchange solely for shares of the Acquiring Fund
and the assumption by the Acquiring Fund of the identified liabilities of the
Acquired Fund pursuant to an Agreement and Plan of Reorganization, the form of
which is included in the Form N-14 Registration Statement (the "Plan").
We have, as counsel, participated in various business and other
proceedings relating to the Trust. We have examined copies, either certified or
otherwise proved to be genuine to our satisfaction, of the Trust's Declaration
and By-Laws, and other documents relating to its organization, operation, and
proposed operation, including the proposed Plan and we have made such other
investigations as, in our judgment, are necessary or appropriate to enable us to
render the opinion expressed below.
We are admitted to the Bars of The Commonwealth of
Massachusetts and the District of Columbia and generally do not
<PAGE>
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 opinion 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.
Based upon the foregoing, and assuming the approval by shareholders of
the Acquired Fund of certain matters scheduled for their consideration at a
meeting presently anticipated to be held on August 18, 1998, it is our opinion
that the shares of the Acquiring Fund currently being registered, when issued in
accordance with the Plan and the Trust's Declaration and By-Laws, will be
legally issued, fully paid and non-assessable by the Trust, subject to
compliance with the 1933 Act, the Investment Company Act of 1940, as amended and
applicable state laws regulating the offer and sale of securities.
We hereby consent to the filing of this opinion with and as a part of
the Registration Statement on Form N-14 and to the reference to our firm under
the caption "Legal Matters" in the Prospectus/Proxy Statement filed as part of
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 1933 Act or the rules and regulations promulgated thereunder.
Very truly yours,
/s/SULLIVAN & WORCESTER LLP
---------------------------
SULLIVAN & WORCESTER LLP
<PAGE>
SULLIVAN & WORCESTER LLP
1025 CONNECTICUT AVENUE, N.W.
WASHINGTON, D.C. 20036
TELEPHONE: 202-775-8190
FACSIMILE: 202-293-2275
767 THIRD AVENUE ONE POST OFFICE SQUARE
NEW YORK, NEW YORK 10017 BOSTON, MASSACHUSETTS 02109
TELEPHONE: 212-486-8200 TELEPHONE: 617-338-2800
FACSIMILE: 212-758-2151 FACSIMILE: 617-338-2880
June 10, 1998
Global Bond Fund
Evergreen Select International
Fixed Income Fund
200 Berkeley Street
Boston, Massachusetts 02116
Re: Conversion of Global Bond Fund to Evergreen Select
International Bond Fund
Ladies and Gentlemen:
You have asked for our opinion as to certain Federal income tax
consequences of the transactions described below.
Parties and Proposed Transactions
Global Bond Fund ("Original Fund") will be converted into Evergreen
Select International Bond Fund, a corresponding series of Evergreen Select Fixed
Income Trust, a Delaware business trust (the "Successor Trust") (such series,
the "Successor Fund" and such conversion, the "Conversion"). The Original Fund
is a series of CoreFunds, Inc., a Maryland corporation. The particular parties
involved in the Conversion, and further details of the Conversion transactions,
are described in the draft Prospectus/Proxy Statement to be filed with the
United States Securities and Exchange Commission on or about June 10, 1998,
which proxy statement (the "Proxy Statement") is incorporated herein by
reference.
Scope of Review and Assumptions
In rendering our opinion, we have reviewed and relied upon the
Agreement and Plan of Reorganization (the "Conversion Agreement") between the
Successor Trust with respect to the Successor Fund and CoreFunds, Inc. with
respect to the Original Fund which is Exhibit A to the said Proxy Statement and
on the information provided in said Proxy Statement. We have relied, without
independent verification, upon the factual statements
<PAGE>
made therein, and assume that there will be no change in material facts
disclosed therein between the date of this letter and the date of the closing of
the transactions. We further assume that the transactions will be carried out in
accordance with the Conversion Agreement.
Representations
Written representations, copies of which are attached hereto, have been
made to us by appropriate officers of the Original Fund and of the Successor
Fund, and we have without independent verification relied upon such
representations in rendering our opinions.
Opinions
Based on and subject to the foregoing, and our examination of the legal
authority we have deemed to be relevant, we have the following opinions:
1. The acquisition by Successor Fund of substantially all of the assets
of Original Fund solely in exchange for shares of Successor Fund and the
assumption by Successor Fund of the identified liabilities of Original Fund, if
any, followed by the distribution by Original Fund of said Successor Fund shares
to the shareholders of Original Fund in exchange for their Original Fund shares,
will constitute a reorganization within the meaning of ss. 368(a)(1)(F) of the
Code, and Successor Fund and Original Fund will each be "a party to a
reorganization" within the meaning of ss. 368(b) of the Code.
2. No gain or loss will be recognized to Original Fund upon the
transfer of substantially all of its assets to Successor Fund solely in exchange
for Successor Fund shares and assumption by Successor Fund of the identified
liabilities of Original Fund, or upon the distribution of such Successor Fund
shares to the shareholders of Original Fund in exchange for all of their
Original Fund shares.
3. No gain or loss will be recognized by Successor Fund upon the
receipt of the assets of Original Fund (including any cash retained initially by
Original Fund to pay liabilities but later transferred) solely in exchange for
Successor Fund shares and assumption by Successor Fund of the identified
liabilities of Original Fund.
<PAGE>
4. The basis of the assets of Original Fund acquired by Successor Fund
will be the same as the basis of those assets in the hands of Original Fund
immediately prior to the transfer, and the holding period of the assets of
Original Fund in the hands of Successor Fund will include the period during
which those assets were held by Original Fund.
5. The shareholders of Original Fund will recognize no gain or loss
upon the exchange of all of their Original Fund shares solely for Successor Fund
shares.
6. The basis of the Successor Fund shares to be received by the
Original Fund shareholders will be the same as the basis of the Original Fund
shares surrendered in exchange therefor.
7. The holding period of the Successor Fund shares to be received by
the Original Fund shareholders will include the period during which the Original
Fund shares surrendered in exchange therefor were held, provided the Original
Fund shares were held as a capital asset on the date of the exchange.
The foregoing opinions are based on the Code as in effect on the date
hereof and administrative and judicial interpretations of it. No assurance can
be given that the Code will not change or that such interpretations will not be
revised or amended adversely, possibly with retroactive effect. This opinion is
intended solely for the benefit and use of the Original Fund, the Successor
Fund, and their shareholders, and is not to be used, released, quoted or relied
upon by anyone else for any purpose (other than as required by law) without our
prior written consent.
Very truly yours,
/s/Sullivan & Worcester LLP
---------------------------
SULLIVAN & WORCESTER LLP
<PAGE>
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Financial Statements
and Experts" in the Prospectus/Proxy Statement and to the incorporation by
reference to the Registration Statement on Form N-14AE and related
Prospectus/Proxy Statement of Evergreen Select Fixed Income Trust (Evergreen
Select International Bond Fund), of this reference and of our report dated
August 12, 1997 on the CoreFunds, Inc. Global Bond Fund.
/s/ERNST & YOUNG LLP
Philadelphia, Pennsylvania
June 5, 1998
<PAGE>
POWER OF ATTORNEY
I, the undersigned, hereby constitute Maureen E. Towle, Michael H. Koonce,
T. Hal Clarke, John A. Dudley, Robert N. Hickey, David M. Leahy and William J.
Tomko, and each of them singly, my true and lawful attorneys, with full power to
them and each of them to sign for me and in my name in the capacity indicated
below any and all registration statements, including, but not limited to, Forms
N-8A, N-8B-1, S-5, N-14 and N-1A, as amended from time to time, and any and all
amendments thereto to be filed with the Securities and Exchange Commission for
the purpose of registering from time to time all investment companies of which I
am now or hereafter a Trustee and for which Keystone Investment Management
Company, Evergreen Asset Management Corp., First Union National Bank, or any
other investment advisory affiliate of First Union National Bank, serves as
Adviser or Manager and registering from time to time the shares of such
companies, and generally to do all such things in my name and on my behalf to
enable such investment companies to comply with the provisions of the Securities
Act of 1933, as amended, the Investment Company Act of 1940, as amended, and all
requirements and regulations of the Securities and Exchange Commission
thereunder, hereby ratifying and confirming my signature as it may be signed by
my said attorneys to any and all registration statements and amendments thereto.
In Witness Whereof, I have executed this Power of Attorney as of March
27, 1998.
Signature Title
/s/Charles A. Austin III Trustee
- - - - - - - ------------------------
Charles A. Austin III
<PAGE>
POWER OF ATTORNEY
I, the undersigned, hereby constitute Maureen E. Towle, Michael H. Koonce,
T. Hal Clarke, John A. Dudley, Robert N. Hickey, David M. Leahy and William J.
Tomko, and each of them singly, my true and lawful attorneys, with full power to
them and each of them to sign for me and in my name in the capacity indicated
below any and all registration statements, including, but not limited to, Forms
N-8A, N-8B-1, S-5, N-14 and N-1A, as amended from time to time, and any and all
amendments thereto to be filed with the Securities and Exchange Commission for
the purpose of registering from time to time all investment companies of which I
am now or hereafter a Trustee and for which Keystone Investment Management
Company, Evergreen Asset Management Corp., First Union National Bank, or any
other investment advisory affiliate of First Union National Bank, serves as
Adviser or Manager and registering from time to time the shares of such
companies, and generally to do all such things in my name and on my behalf to
enable such investment companies to comply with the provisions of the Securities
Act of 1933, as amended, the Investment Company Act of 1940, as amended, and all
requirements and regulations of the Securities and Exchange Commission
thereunder, hereby ratifying and confirming my signature as it may be signed by
my said attorneys to any and all registration statements and amendments thereto.
In Witness Whereof, I have executed this Power of Attorney as of March
27, 1998.
Signature Title
/s/Russell A. Salton, III M.D. Trustee
- - - - - - - ------------------------------
Russell A. Salton, III M.D.
<PAGE>
POWER OF ATTORNEY
I, the undersigned, hereby constitute Maureen E. Towle, Michael H. Koonce,
T. Hal Clarke, John A. Dudley, Robert N. Hickey, David M. Leahy and William J.
Tomko, and each of them singly, my true and lawful attorneys, with full power to
them and each of them to sign for me and in my name in the capacity indicated
below any and all registration statements, including, but not limited to, Forms
N-8A, N-8B-1, S-5, N-14 and N-1A, as amended from time to time, and any and all
amendments thereto to be filed with the Securities and Exchange Commission for
the purpose of registering from time to time all investment companies of which I
am now or hereafter a Trustee and for which Keystone Investment Management
Company, Evergreen Asset Management Corp., First Union National Bank, or any
other investment advisory affiliate of First Union National Bank, serves as
Adviser or Manager and registering from time to time the shares of such
companies, and generally to do all such things in my name and on my behalf to
enable such investment companies to comply with the provisions of the Securities
Act of 1933, as amended, the Investment Company Act of 1940, as amended, and all
requirements and regulations of the Securities and Exchange Commission
thereunder, hereby ratifying and confirming my signature as it may be signed by
my said attorneys to any and all registration statements and amendments thereto.
In Witness Whereof, I have executed this Power of Attorney as of March
27, 1998.
Signature Title
/s/K. Dun Gifford Trustee
- - - - - - - -----------------
K. Dun Gifford
<PAGE>
POWER OF ATTORNEY
I, the undersigned, hereby constitute Maureen E. Towle, Michael H. Koonce,
T. Hal Clarke, John A. Dudley, Robert N. Hickey, David M. Leahy and William J.
Tomko, and each of them singly, my true and lawful attorneys, with full power to
them and each of them to sign for me and in my name in the capacity indicated
below any and all registration statements, including, but not limited to, Forms
N-8A, N-8B-1, S-5, N-14 and N-1A, as amended from time to time, and any and all
amendments thereto to be filed with the Securities and Exchange Commission for
the purpose of registering from time to time all investment companies of which I
am now or hereafter a Trustee and for which Keystone Investment Management
Company, Evergreen Asset Management Corp., First Union National Bank, or any
other investment advisory affiliate of First Union National Bank, serves as
Adviser or Manager and registering from time to time the shares of such
companies, and generally to do all such things in my name and on my behalf to
enable such investment companies to comply with the provisions of the Securities
Act of 1933, as amended, the Investment Company Act of 1940, as amended, and all
requirements and regulations of the Securities and Exchange Commission
thereunder, hereby ratifying and confirming my signature as it may be signed by
my said attorneys to any and all registration statements and amendments thereto.
In Witness Whereof, I have executed this Power of Attorney as of March
27, 1998.
Signature Title
/s/Laurence B. Ashkin Trustee
- - - - - - - ---------------------
Laurence B. Ashkin
<PAGE>
POWER OF ATTORNEY
I, the undersigned, hereby constitute Maureen E. Towle, Michael H. Koonce,
T. Hal Clarke, John A. Dudley, Robert N. Hickey, David M. Leahy and William J.
Tomko, and each of them singly, my true and lawful attorneys, with full power to
them and each of them to sign for me and in my name in the capacity indicated
below any and all registration statements, including, but not limited to, Forms
N-8A, N-8B-1, S-5, N-14 and N-1A, as amended from time to time, and any and all
amendments thereto to be filed with the Securities and Exchange Commission for
the purpose of registering from time to time all investment companies of which I
am now or hereafter a Trustee and for which Keystone Investment Management
Company, Evergreen Asset Management Corp., First Union National Bank, or any
other investment advisory affiliate of First Union National Bank, serves as
Adviser or Manager and registering from time to time the shares of such
companies, and generally to do all such things in my name and on my behalf to
enable such investment companies to comply with the provisions of the Securities
Act of 1933, as amended, the Investment Company Act of 1940, as amended, and all
requirements and regulations of the Securities and Exchange Commission
thereunder, hereby ratifying and confirming my signature as it may be signed by
my said attorneys to any and all registration statements and amendments thereto.
In Witness Whereof, I have executed this Power of Attorney as of March
27, 1998.
Signature Title
/s/William Walt Pettit Trustee
- - - - - - - ----------------------
William Walt Pettit
<PAGE>
POWER OF ATTORNEY
I, the undersigned, hereby constitute Maureen E. Towle, Michael H. Koonce,
T. Hal Clarke, John A. Dudley, Robert N. Hickey, David M. Leahy and William J.
Tomko, and each of them singly, my true and lawful attorneys, with full power to
them and each of them to sign for me and in my name in the capacity indicated
below any and all registration statements, including, but not limited to, Forms
N-8A, N-8B-1, S-5, N-14 and N-1A, as amended from time to time, and any and all
amendments thereto to be filed with the Securities and Exchange Commission for
the purpose of registering from time to time all investment companies of which I
am now or hereafter a Trustee and for which Keystone Investment Management
Company, Evergreen Asset Management Corp., First Union National Bank, or any
other investment advisory affiliate of First Union National Bank, serves as
Adviser or Manager and registering from time to time the shares of such
companies, and generally to do all such things in my name and on my behalf to
enable such investment companies to comply with the provisions of the Securities
Act of 1933, as amended, the Investment Company Act of 1940, as amended, and all
requirements and regulations of the Securities and Exchange Commission
thereunder, hereby ratifying and confirming my signature as it may be signed by
my said attorneys to any and all registration statements and amendments thereto.
In Witness Whereof, I have executed this Power of Attorney as of March
27, 1998.
Signature Title
/s/James S. Howell Trustee
- - - - - - - ------------------
James S. Howell
<PAGE>
POWER OF ATTORNEY
I, the undersigned, hereby constitute Maureen E. Towle, Michael H. Koonce,
T. Hal Clarke, John A. Dudley, Robert N. Hickey, David M. Leahy and William J.
Tomko, and each of them singly, my true and lawful attorneys, with full power to
them and each of them to sign for me and in my name in the capacity indicated
below any and all registration statements, including, but not limited to, Forms
N-8A, N-8B-1, S-5, N-14 and N-1A, as amended from time to time, and any and all
amendments thereto to be filed with the Securities and Exchange Commission for
the purpose of registering from time to time all investment companies of which I
am now or hereafter a Trustee and for which Keystone Investment Management
Company, Evergreen Asset Management Corp., First Union National Bank, or any
other investment advisory affiliate of First Union National Bank, serves as
Adviser or Manager and registering from time to time the shares of such
companies, and generally to do all such things in my name and on my behalf to
enable such investment companies to comply with the provisions of the Securities
Act of 1933, as amended, the Investment Company Act of 1940, as amended, and all
requirements and regulations of the Securities and Exchange Commission
thereunder, hereby ratifying and confirming my signature as it may be signed by
my said attorneys to any and all registration statements and amendments thereto.
In Witness Whereof, I have executed this Power of Attorney as of March
27, 1998.
Signature Title
/s/Leroy Keith, Jr. Trustee
- - - - - - - -------------------
Leroy Keith, Jr.
<PAGE>
POWER OF ATTORNEY
I, the undersigned, hereby constitute Maureen E. Towle, Michael H. Koonce,
T. Hal Clarke, John A. Dudley, Robert N. Hickey, David M. Leahy and William J.
Tomko, and each of them singly, my true and lawful attorneys, with full power to
them and each of them to sign for me and in my name in the capacity indicated
below any and all registration statements, including, but not limited to, Forms
N-8A, N-8B-1, S-5, N-14 and N-1A, as amended from time to time, and any and all
amendments thereto to be filed with the Securities and Exchange Commission for
the purpose of registering from time to time all investment companies of which I
am now or hereafter a Trustee and for which Keystone Investment Management
Company, Evergreen Asset Management Corp., First Union National Bank, or any
other investment advisory affiliate of First Union National Bank, serves as
Adviser or Manager and registering from time to time the shares of such
companies, and generally to do all such things in my name and on my behalf to
enable such investment companies to comply with the provisions of the Securities
Act of 1933, as amended, the Investment Company Act of 1940, as amended, and all
requirements and regulations of the Securities and Exchange Commission
thereunder, hereby ratifying and confirming my signature as it may be signed by
my said attorneys to any and all registration statements and amendments thereto.
In Witness Whereof, I have executed this Power of Attorney as of March
27, 1998.
Signature Title
/s/Gerald M. McDonnell Trustee
- - - - - - - ----------------------
Gerald M. McDonnell
<PAGE>
POWER OF ATTORNEY
I, the undersigned, hereby constitute Maureen E. Towle, Michael H. Koonce,
T. Hal Clarke, John A. Dudley, Robert N. Hickey, David M. Leahy and William J.
Tomko, and each of them singly, my true and lawful attorneys, with full power to
them and each of them to sign for me and in my name in the capacity indicated
below any and all registration statements, including, but not limited to, Forms
N-8A, N-8B-1, S-5, N-14 and N-1A, as amended from time to time, and any and all
amendments thereto to be filed with the Securities and Exchange Commission for
the purpose of registering from time to time all investment companies of which I
am now or hereafter a Trustee and for which Keystone Investment Management
Company, Evergreen Asset Management Corp., First Union National Bank, or any
other investment advisory affiliate of First Union National Bank, serves as
Adviser or Manager and registering from time to time the shares of such
companies, and generally to do all such things in my name and on my behalf to
enable such investment companies to comply with the provisions of the Securities
Act of 1933, as amended, the Investment Company Act of 1940, as amended, and all
requirements and regulations of the Securities and Exchange Commission
thereunder, hereby ratifying and confirming my signature as it may be signed by
my said attorneys to any and all registration statements and amendments thereto.
In Witness Whereof, I have executed this Power of Attorney as of March
27, 1998.
Signature Title
/s/Thomas L. McVerry Trustee
- - - - - - - --------------------
Thomas L. McVerry
<PAGE>
POWER OF ATTORNEY
I, the undersigned, hereby constitute Maureen E. Towle, Michael H. Koonce,
T. Hal Clarke, John A. Dudley, Robert N. Hickey, David M. Leahy and William J.
Tomko, and each of them singly, my true and lawful attorneys, with full power to
them and each of them to sign for me and in my name in the capacity indicated
below any and all registration statements, including, but not limited to, Forms
N-8A, N-8B-1, S-5, N-14 and N-1A, as amended from time to time, and any and all
amendments thereto to be filed with the Securities and Exchange Commission for
the purpose of registering from time to time all investment companies of which I
am now or hereafter a Trustee and for which Keystone Investment Management
Company, Evergreen Asset Management Corp., First Union National Bank, or any
other investment advisory affiliate of First Union National Bank, serves as
Adviser or Manager and registering from time to time the shares of such
companies, and generally to do all such things in my name and on my behalf to
enable such investment companies to comply with the provisions of the Securities
Act of 1933, as amended, the Investment Company Act of 1940, as amended, and all
requirements and regulations of the Securities and Exchange Commission
thereunder, hereby ratifying and confirming my signature as it may be signed by
my said attorneys to any and all registration statements and amendments thereto.
In Witness Whereof, I have executed this Power of Attorney as of March
27, 1998.
Signature Title
/s/David M. Richardson Trustee
- - - - - - - ----------------------
David M. Richardson
<PAGE>
POWER OF ATTORNEY
I, the undersigned, hereby constitute Maureen E. Towle, Michael H. Koonce,
T. Hal Clarke, John A. Dudley, Robert N. Hickey, David M. Leahy and William J.
Tomko, and each of them singly, my true and lawful attorneys, with full power to
them and each of them to sign for me and in my name in the capacity indicated
below any and all registration statements, including, but not limited to, Forms
N-8A, N-8B-1, S-5, N-14 and N-1A, as amended from time to time, and any and all
amendments thereto to be filed with the Securities and Exchange Commission for
the purpose of registering from time to time all investment companies of which I
am now or hereafter a Trustee and for which Keystone Investment Management
Company, Evergreen Asset Management Corp., First Union National Bank, or any
other investment advisory affiliate of First Union National Bank, serves as
Adviser or Manager and registering from time to time the shares of such
companies, and generally to do all such things in my name and on my behalf to
enable such investment companies to comply with the provisions of the Securities
Act of 1933, as amended, the Investment Company Act of 1940, as amended, and all
requirements and regulations of the Securities and Exchange Commission
thereunder, hereby ratifying and confirming my signature as it may be signed by
my said attorneys to any and all registration statements and amendments thereto.
In Witness Whereof, I have executed this Power of Attorney as of March
27, 1998.
Signature Title
/s/Richard J. Shima Trustee
- - - - - - - -------------------
Richard J. Shima
<PAGE>
POWER OF ATTORNEY
I, the undersigned, hereby constitute Maureen E. Towle, Michael H. Koonce,
T. Hal Clarke, John A. Dudley, Robert N. Hickey, David M. Leahy and William J.
Tomko, and each of them singly, my true and lawful attorneys, with full power to
them and each of them to sign for me and in my name in the capacity indicated
below any and all registration statements, including, but not limited to, Forms
N-8A, N-8B-1, S-5, N-14 and N-1A, as amended from time to time, and any and all
amendments thereto to be filed with the Securities and Exchange Commission for
the purpose of registering from time to time all investment companies of which I
am now or hereafter a Trustee and for which Keystone Investment Management
Company, Evergreen Asset Management Corp., First Union National Bank, or any
other investment advisory affiliate of First Union National Bank, serves as
Adviser or Manager and registering from time to time the shares of such
companies, and generally to do all such things in my name and on my behalf to
enable such investment companies to comply with the provisions of the Securities
Act of 1933, as amended, the Investment Company Act of 1940, as amended, and all
requirements and regulations of the Securities and Exchange Commission
thereunder, hereby ratifying and confirming my signature as it may be signed by
my said attorneys to any and all registration statements and amendments thereto.
In Witness Whereof, I have executed this Power of Attorney as of March
27, 1998.
Signature Title
/s/Michael S. Scofield Trustee
- - - - - - - ----------------------
Michael S. Scofield
<PAGE>
EVERY SHAREHOLDER'S VOTE IS IMPORTANT!
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" EACH PROPOSAL.
PLEASE VOTE, SIGN, DATE AND PROMPTLY RETURN
YOUR PROXY IN THE ENCLOSED ENVELOPE TODAY!
Please detach at perforation before mailing.
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
GLOBAL BOND FUND, a series of
CoreFunds, Inc.
PROXY FOR THE MEETING OF SHAREHOLDERS
TO BE HELD ON AUGUST 18, 1998
The undersigned, revoking all Proxies heretofore given, hereby appoints
Mark Stalnecker, Kevin P. Robins, Gordon Forrester, Michael H. Koonce and
Maureen E. Towle or any of them as Proxies of the undersigned, with full power
of substitution, to vote on behalf of the undersigned all shares of Global Bond
Fund, a series of CoreFunds, Inc. ("CoreFunds Global Bond") that the undersigned
is entitled to vote at the special meeting of shareholders of CoreFunds Global
Bond to be held at 2:00 p.m. on Tuesday, August 18, 1998 at the offices of the
Evergreen Funds, 200 Berkeley Street, 26th Floor, Boston, Massachusetts 02116
and at any adjournments thereof, as fully as the undersigned would be entitled
to vote if personally present.
NOTE: PLEASE SIGN EXACTLY AS YOUR NAME(S)
APPEAR ON THIS PROXY. If joint owners,
EITHER may sign this Proxy. When signing as
attorney, executor, administrator, trustee,
guardian, or custodian for a minor, please
give your full title. When signing on behalf
of a corporation or as a partner for a
partnership, please give the full corporate
or partnership name and your title, if any.
Date , 1998
----------------------------------------
----------------------------------------
Signature(s) and Title(s), if applicable
<PAGE>
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF COREFUNDS,
INC. THIS PROXY WILL BE VOTED AS SPECIFIED BELOW WITH RESPECT TO THE ACTION TO
BE TAKEN ON THE FOLLOWING PROPOSALS. THE SHARES REPRESENTED HEREBY WILL BE VOTED
AS INDICATED OR FOR THE PROPOSALS IF NO CHOICE IS INDICATED. THE BOARD OF
DIRECTORS OF COREFUNDS, INC. RECOMMENDS A VOTE FOR THE PROPOSALS. PLEASE MARK
YOUR VOTE BELOW IN BLUE OR BLACK INK. DO NOT USE RED INK. EXAMPLE: X
1. To approve an Agreement and Plan of Reorganization whereby Evergreen
Select International Bond Fund, a series of Evergreen Select Fixed Income Trust,
will (i) acquire all of the assets of CoreFunds Global Bond in exchange for
shares of Evergreen Select International Bond Fund; and (ii) assume the
identified liabilities of CoreFunds Global Bond, as substantially described in
the accompanying Prospectus/Proxy Statement.
- - - - - - - ---- FOR ---- AGAINST ---- ABSTAIN
2. To approve the proposed Interim Investment Advisory Agreement with
CoreStates Investment Advisers, Inc.
- - - - - - - ---- FOR ---- AGAINST ---- ABSTAIN
3. To approve the proposed Interim Sub-Advisory Agreement with Analytic.TSA
International, Inc.
- - - - - - - ---- FOR ---- AGAINST ---- ABSTAIN
4. To consider and vote upon such other matters as may properly come
before said meeting or any adjournments thereof.
- - - - - - - ---- FOR ---- AGAINST ---- ABSTAIN
<PAGE>
