EVERGREEN SELECT FIXED INCOME TRUST
485APOS, 1998-06-08
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         EVERGREEN SELECT FIXED INCOME TRUST


                      1933 Act File No. 333-36019
                      1940 Act File No. 811-08365





         SECURITIES AND EXCHANGE COMMISSION
               Washington, D.C. 20549

                      FORM N-1A


REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933


         Pre-Effective Amendment No.                 ---               [ ]
         Post-Effective Amendment No.                2                 [X]


                                                      and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940

         Amendment No.                                2                [X]


            EVERGREEN SELECT FIXED INCOME TRUST

    (Exact Name of Registrant as Specified in Charter)

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

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

                Michael H. Koonce, Esquire
                    200 Berkeley Street
                Boston, Massachusetts 02116
          (Name and Address of Agent for Service)




<PAGE>



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

If appropriate, check the following box:
[ ]      this post-effective amendment designates a new effective
         date for a previously filed post-effective amendment
[ ]      60 days after filing pursuant to paragraph (a)(i)
[ ]      on July 10, 1998 pursuant to paragraph (a)(i)



<PAGE>




                           EVERGREEN SELECT FIXED INCOME TRUST

                      CONTENTS OF POST-EFFECTIVE AMENDMENT NO. 2 to
                                REGISTRATION STATEMENT ON
                                        FORM N-1A

         This Post-Effective Amendment No. 2 to Registrant's
Registration Statement No. 333-36019/811-08365 consists of the
following pages, items of information and  documents, together
with the exhibits indicated in Part C as being filed herewith:


                                                   Facing Sheet

                                                   Contents Page

                                               Cross-Reference Sheet

                                                      PART A

     Prospectuses for the Institutional shares and Institutional  Service shares
of Evergreen Select International Bond Fund contained herein.

         Prospectuses for the  Institutional  Shares and  Institutional  Service
shares of Evergreen Select Limited Duration Fund,  Evergreen Select Fixed Income
Fund,  Evergreen  Select Income Plus Fund,  Evergreen  Select  Intermediate  Tax
Exempt Bond Fund, Evergreen Select Core Bond Fund, Evergreen Select Intermediate
Bond Fund and Evergreen  Select  Adjustable Rate Fund contained in Pre-Effective
Amendment  No. 1 to  Registration  Statement No. 333-  36019/811-08365  filed on
November 17, 1997 are incorporated by reference herein.

                                                      PART B

         Statement of Additional  Information for Evergreen Select International
Bond Fund is contained herein.

         Statement  of  Additional  Information  for  Evergreen  Select  Limited
Duration Fund,  Evergreen Select Fixed Income Fund, Evergreen Select Income Plus
Fund,  Evergreen Select Intermediate Tax Exempt Bond Fund, Evergreen Select Core
Bond  Fund,  Evergreen  Select  Intermediate  Bond  Fund  and  Evergreen  Select
Adjustable Rate Fund contained in Pre-Effective  Amendment No. 1 to Registration
Statement No.  333-36019/811-08365 filed on November 17, 1997 is incorporated by
reference herein.



<PAGE>




                                                      PART C


                                                     Exhibits

                                            Number of Security Holders

                                                  Indemnification

                                          Business and Other Connections
                                              of Investment Advisers

                                               Principal Underwriter

                                         Location of Accounts and Records

                                                    Signatures




<PAGE>







                            EVERGREEN SELECT FIXED INCOME TRUST

                                   CROSS REFERENCE SHEET
                 Pursuant to Rule 481(a) under the Securities Act of 1933



ITEM OF PART A OF FORM N-1A                        LOCATION IN PROSPECTUS
1.         Cover Page                              Cover Page
2.         Synopsis and Fee Table                  Cover Page; Expenses
3.         Condensed Financial                     Not applicable
           Information
4.         General Description of                  Cover Page; Fund Description
           Registrant
5.         Management of the Fund                  Fund Description
6.         Capital Stock and Other                 Fund Description; Buying and
           Securities                              Selling Shares
7.         Purchase of Securities Being            Buying and Selling Shares
           Offered
8.         Redemption or Repurchase                Buying and Selling Shares
9.         Pending Legal Proceedings               Not Applicable

ITEM IN PART B OF FORM N-1A                        LOCATION IN STATEMENT OF
                                                   ADDITIONAL INFORMATION

10.        Cover Page                              Cover Page
11.        Table of Contents                       Table of Contents
12.        General Information and                 Not Applicable
           History
13.        Investment Objectives and               Investment Policies
           Policies
14.        Management of the Fund                  Investment Advisory and
                                                   Other Services
15.        Control Persons and                     Not Applicable
           Principal Holders of
           Securities
16.        Investment Advisory and                 Investment Advisory and
           Other Services                          Other Services
17.        Brokerage Allocation                    Brokerage Allocation and
                                                   Other Practices
18.        Capital Stock and Other                 Description of Shares;
           Securities                              Voting Rights; Limitation of
                                                   Trustees' Liability
19.        Purchase, Redemption and                Purchase, Redemption and
           Pricing of Securities Being             Pricing of Fund Shares
           Offered
20.        Tax Status                              Additional Tax Information
21.        Underwriters                            Principal Underwriter
22.        Calculation of Performance              Calculation of Performance
           Data                                    Data
23.        Financial Statements                    Not applicable




<PAGE>



PROSPECTUS                                          July 10, 1998



EVERGREEN SELECT FIXED INCOME FUNDS

Evergreen Select International Bond Fund
(The "Fund")

INSTITUTIONAL SERVICE SHARES

         This prospectus contains important  information about the Institutional
Service shares of the Evergreen Select  International  Bond Fund,  including how
the Fund  invests  and  services  available  to  shareholders.  Please read this
prospectus before investing, and keep it for future reference.

         When you consider  investing in the Fund,  remember that the higher the
risk of losing  money,  the higher the  potential  reward.  The  reverse is also
generally true: the lower the risk, the lower the potential reward.

         By itself,  no Fund is a complete  investment plan. When considering an
investment in the Fund, remember to consider your overall investment  objectives
and any other  investments  you own.  You should also  carefully  evaluate  your
ability to handle the risks posed by your  investment in the Fund.  You can find
information  on the risks  associated  with investing in the Fund in the section
entitled "Fund Description."

         To learn more about the Evergreen Select  International Bond Fund, call
1-800-343-2898 for a free copy of the Fund's statement of additional information
("SAI") dated July 10, 1998,  as  supplemented  from time to time.  The Fund has
filed  the  SAI  with  the  Securities  and  Exchange  Commission.  The  SAI  is
incorporated  by  reference  herein  (i.e.,  legally  the  SAI is  part  of this
prospectus).

Please remember that shares of the Fund are:

o        Not deposits or obligations of any bank.
o        Not endorsed or guaranteed by any bank.
o        Not insured or otherwise protected by the Federal Deposit
         Insurance   Corporation,   the  Federal  Reserve  Board  or  any  other
         government agency.
o        Subject to investment risks, including possible loss of the
         principal amount.


THESE  SECURITIES  HAVE NOT BEEN APPROVED OR  DISAPPROVED  BY THE SECURITIES AND
EXCHANGE  COMMISSION OR ANY STATE  SECURITIES  COMMISSION NOR HAS THE SECURITIES
AND  EXCHANGE  COMMISSION  OR ANY STATE  SECURITIES  COMMISSION  PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

                                                         6

<PAGE>





                                                         7

<PAGE>




                                                 TABLE OF CONTENTS




 EXPENSES                                                     4
 FUND DESCRIPTION                                             5
           The Fund's Investment Objective                    5
                   The Fund's Investment Approach             5
           Securities and Investment Practices                6
 BUYING AND SELLING SHARES                                    12
           How To Buy Shares                                  12
           How To Redeem Shares                               13
           Additional Transaction Policies                    14
                   Exchanges                                  15
           Dividends                                          16
           Taxes                                              16
           Shareholder Services                               17
 FUND DETAILS                                                 17
           Fund Organization and Service Providers            17
           Other Information and Policies                     20







                                                         8

<PAGE>




                                                     EXPENSES

         The table and example  below are  designed to help you  understand  the
various expenses that you will bear, directly or indirectly,  when you invest in
Institutional  Service shares of the Fund. There are no shareholder  transaction
expenses,  which are fees paid  directly  from your account when you buy or sell
shares of the Fund.

          Annual operating expenses reflect the normal operating expenses of the
Fund,  and include costs such as  management,  distribution  and other fees. The
table below shows the Fund's estimated annual operating  expenses for the fiscal
period  ending  September  30, 1998,  expressed  as a  percentage  of the Fund's
estimated  average  net  assets.  The  examples  show  what you would pay if you
invested  $1,000  over the  periods  indicated.  The  examples  assume  that you
reinvest all of your  dividends  and redeem at the end of each period,  and that
the Fund's average  annual return will be 5%. The examples are for  illustration
purposes  only and should not be considered a  representation  of past or future
expenses.  The Fund's actual expenses and returns will vary. For a more complete
description  of the  various  costs  and  expenses  borne by the Fund see  "Fund
Details."
<TABLE>
<CAPTION>

<S>                         <C>                               <C>           <C>                          <C>

Annual Fund                 Management Fees                   12b-1        Other Expenses
                            Total Operating
Operating                   (After Waivers)                   Fees                                        Expenses
Expenses                    1                                                                             (After Waivers)
(as a                                                                                                     2
percentage of
average daily
net assets)


                            0.47%                             O.25%        0.37%                          1.09%
Example of                  1 Year                            3
Fund Expenses                                                 Years
                            $11                               $35
</TABLE>

- --------
(1)      The Fund's investment adviser currently limits the Fund's
         investment advisory fee to 0.47%.  Without such waiver the
         Management Fee set forth above would be 0.60%.  The
         investment adviser currently intends to continue this
         expense waiver through November 30, 1998.  However, it may
         modify or cancel this limit at any time.  See "Fund Details"
         for more information.

(2)      The  investment  adviser of the Fund has  undertaken to limit the Total
         Operating  Expenses  of the Fund for a period  of at least two years to
         1.28% for Institutional Service shares.

                                                         9

<PAGE>



         Absent expense waivers, the Total Operating Expenses for the Fund would
         be 1.22% of average daily net assets.

                                                 FUND DESCRIPTION

THE FUND'S INVESTMENT OBJECTIVE

         Evergreen Select International Bond Fund seeks capital appreciation and
current income.

         The Fund's investment objective is nonfundamental, which means that the
investment  objective can be changed without a shareholder vote. There can be no
assurance that the Fund's investment objective will be achieved.

         The Fund has also adopted  fundamental  investment policies designed to
limit the Fund's exposure to risk. Fundamental policies can be changed only with
a shareholder vote. For more information regarding investment policies, see "The
Fund's Investment Approach" and "Securities and Investment Practices" below, and
the SAI.

THE FUND'S INVESTMENT APPROACH

         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 ("NRSRO").

         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,  and may enter into forward
currency  exchange   contracts.   For  more  information,   see   "Derivatives",
"Mortgage-Backed   and   Asset-Backed   Securities",   and   "Forward   Currency
Transactions" below.

         The Fund may lend portfolio  securities  and enter into  repurchase and
reverse   repurchase   agreements,   and  forward   commitment  and  when-issued
transactions.


                                                        10

<PAGE>



         The  Fund  may also  invest  no more  than 5% of its  total  assets  in
warrants.

SECURITIES AND INVESTMENT PRACTICES

         You can find  information  below about the types of securities in which
the Fund may invest,  the types of investment  techniques the Fund may employ in
pursuit of its objective and a summary of related risks. The Fund's SAI contains
additional information about these investments and investment techniques.

Foreign  Securities.  The Fund will invest  primarily in  obligations of foreign
governments and corporations denominated in various currencies.  Because foreign
markets operate  differently  than the U.S. market, a Fund investing abroad will
encounter  risks not  normally  associated  with U.S.  companies.  For  example,
information about foreign corporate securities is frequently less available than
information  about  U.S.  securities,   which  may  reduce  the  reliability  of
investment  decisions  regarding  foreign  securities.  Political  or  financial
problems more likely to occur in foreign countries may cause foreign investments
to lose money.  Foreign  markets may be less liquid than U.S.  markets.  Foreign
issuers  may not be  subject  to the same  accounting,  auditing  and  financial
reporting  standards and practices as U.S. issuers,  making it more difficult to
value the  investment.  Foreign  governments  may regulate or supervise  foreign
issuers  less  than in the  United  States.  Unfavorable  changes  in a  foreign
country's  currency may adversely affect the value of foreign securities held by
the Fund. All of these factors can make foreign  investments  more volatile than
U.S.
investments.

Debt  Securities.  The Fund may  invest  in bonds or other  instruments  used by
corporations or governments to borrow money from investors,  including all kinds
of  convertible  securities.  When the Fund buys a debt  security,  it generally
expects a variable or fixed rate of interest and  repayment of the  principal at
maturity.  Some debt  securities,  such as zero coupon bonds, do not pay current
interest, but are purchased at a discount from their face values. The main risks
of investing in debt securities are:

                  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  scheduled
                  interest and  principal  payments),  potentially  reducing the
                  Fund's income and/or share price.


                                                        11

<PAGE>



         Debt securities have varying degrees of quality. Investment grade bonds
are generally  rated within the four highest  grades as determined by Standard &
Poor's  Ratings Group ("S&P") (AAA,  AA, A or BBB),  Moody's  Investors  Service
("Moody's")  (Aaa, Aa, A or Baa), or Fitch  Investors  Service,  L.P.  ("Fitch")
(AAA, AA, A or BBB) or their respective  equivalent  ratings or, if not rated or
rated by another system,  determined by the Fund's  investment  adviser to be of
equivalent credit quality to securities so rated. Securities rated in the fourth
highest  category may have speculative  characteristics;  changes in economic or
business  conditions  are more  likely to lead to a  weakened  capacity  to make
principal and interest payments than in the case of higher grade bonds. Like the
three highest grades, however, these securities are considered investment grade.

          The Fund is not required to sell or otherwise  dispose of any security
that loses its rating or has its rating reduced after the Fund has purchased it.
Also, if S&P, Moody's or Fitch changes its ratings system,  the Fund will try to
use  comparable  ratings  as  standards   according  to  the  Fund's  investment
objectives and policies.

Concentration. The Fund may not concentrate its investments in the securities of
issuers  primarily  engaged in any particular  industry  (other than  securities
issued   or   guaranteed   by  the   U.S.   government   or  its   agencies   or
instrumentalities),  except that the Fund intends to invest more than 25% of its
total assets in the utilities industry worldwide.

Derivatives.  Derivatives  are  financial  contracts  whose value is based on an
underlying asset,  such as a stock or a bond, or an underlying  economic factor,
such as an index or an interest rate.

         The Fund may invest in  derivatives,  including  options,  futures  and
swaps, only if the expected risks and rewards are consistent with its objectives
and policies.  The Fund may use futures and options for hedging  purposes  only,
not for speculation.

         Losses from  derivatives  can  sometimes be  substantial.  This is true
partly  because  small price  movements  in the  underlying  asset can result in
immediate  and  substantial  gains or  losses  in the  value of the  derivative.
Derivatives  can also cause a Fund to lose money if the Fund fails to  correctly
predict the  direction in which the  underlying  assets or economic  factor will
move.

Forward  Currency  Transactions.  As  discussed  above,  the Fund may  invest in
securities of foreign issuers. When the Fund invests in foreign securities, they
usually will be denominated in foreign currencies,  and the Fund temporarily may
hold  funds in  foreign  currencies.  Thus,  the  value of Fund  shares  will be
affected by changes in exchange rates.


                                                        12

<PAGE>



         As one way of managing exchange rate risk, in addition to entering into
currency futures  contracts,  the Fund may enter into forward currency  exchange
contracts  (agreements to purchase or sell  currencies at a specified  price and
date).  The exchange rate for the  transaction  (the amount of currency the Fund
will deliver or receive when the contract is  completed)  is fixed when the Fund
enters into the  contract.  The Fund usually will enter into these  contracts to
stabilize the U.S.  dollar value of a security it has agreed to buy or sell. The
Fund also  intends to use these  contracts  to hedge the U.S.  dollar value of a
security it already  owns,  particularly  if the Fund  expects a decrease in the
value of the currency in which the foreign security is denominated. Although the
Fund will attempt to benefit from using  forward  contracts,  the success of its
hedging  strategy  will depend on the  investment  adviser's  ability to predict
accurately  the future  exchange rates between  foreign  currencies and the U.S.
dollar.  The value of the Fund's  investments  denominated in foreign currencies
will depend on the relative  strength of those  currencies and the U.S.  dollar,
and the Fund may be affected favorably or unfavorably by changes in the exchange
rates or exchange control  regulations  between foreign  currencies and the U.S.
dollar.  Changes in foreign currency exchange rates also may affect the value of
dividends  and  interest  earned,  gains  and  losses  realized  on the  sale of
securities  and net  investment  income and gains,  if any, to be distributed to
shareholders  by the  Fund.  The Fund  does not  intend  to enter  into  foreign
currency transactions for speculation or leverage.

Borrowing.  The Fund may not  borrow  money  except as a  temporary  measure  to
facilitate  redemption requests or for extraordinary or emergency purposes.  The
proceeds from  borrowings  may be used to facilitate  redemption  requests which
might otherwise require the untimely  disposition of portfolio  securities.  The
specific limits applicable to borrowing by the Fund are set forth in the SAI.

Securities  Lending.  To generate income and offset expenses,  the Fund may lend
securities to broker-dealers and other financial institutions, provided that the
loan is collateralized 100% by cash,  government securities or government agency
securities,  and that the value of all securities loaned does not exceed 33 1/3%
of the Fund's total assets.  While securities are on loan, the borrower will pay
the Fund any income  accruing  on the  security.  Also,  the Fund may invest any
collateral it receives in additional securities.

          Gains or losses in the market value of a lent  security  will affect a
Fund and its shareholders.  When a Fund lends its securities, it may not be able
to retrieve the securities on a timely basis, possibly losing the opportunity to
sell the  securities  at a desirable  price.  Also,  if the  borrower  files for
bankruptcy or becomes insolvent, the Fund's ability to dispose of the securities
may be delayed.


                                                        13

<PAGE>



Investing in Securities of Other  Investment  Companies.  The Fund may invest in
the  securities  of other  investment  companies.  As a  shareholder  of another
investment  company,  the Fund  would pay its  portion  of the other  investment
company's expenses. These expenses would be in addition to the expenses that the
Fund currently pays for its own operations and may result in some duplication of
fees.

Repurchase  Agreements.   The  Fund  may  invest  in  repurchase  agreements.  A
repurchase  agreement  is an  agreement  by which the Fund  purchases a security
(usually  U.S.  government  securities)  for cash  and  obtains  a  simultaneous
commitment  from the seller (usually a bank or  broker-dealer)to  repurchase the
security at an agreed-upon price and specified future date. The repurchase price
reflects an agreed-upon interest rate for the time period of the agreement.  The
Fund's risk is the inability of the seller to pay the  agreed-upon  price on the
delivery date. However, this risk is tempered by the ability of the Fund to sell
the  security in the open market in the case of a default.  In such a case,  the
Fund may incur costs in disposing of the security which would possibly  increase
Fund expenses.  The Fund's investment adviser will monitor the  creditworthiness
of the firms with which the Fund enters into repurchase agreements.

Reverse  Repurchase  Agreements.  The Fund may  enter  into  reverse  repurchase
agreements. A reverse repurchase agreement is an agreement by the Fund to sell a
security and  repurchase it at a specified  time and price.  The Fund could lose
money if the  market  values  of the  securities  it sold  decline  below  their
repurchase  prices.  Reverse  repurchase  agreements may be considered a form of
borrowing,  and,  therefore,  a form of leverage.  Leverage may magnify gains or
losses of the Fund.

When-Issued,  Delayed-Delivery and Forward Commitment Transactions. The Fund may
enter into  transactions  whereby it commits to buying a security,  but does not
pay for or take  delivery  of the  security  until  some  specified  date in the
future.  The value of these securities is subject to market  fluctuation  during
this period, and no income accrues to the Fund until settlement.  At the time of
settlement,  a  when-issued  security  may be valued  at less than its  purchase
price. When entering into these transactions, the Fund relies on the other party
to consummate the  transaction;  if the other party fails to do so, the Fund may
be  disadvantaged.  The Fund will purchase when- issued  securities only to meet
its investment objective, and not for speculative purposes.

Illiquid Securities. The Fund may invest up to 15% of its net assets in illiquid
securities and other  securities  which are not readily  marketable.  Repurchase
agreements  with  maturities  longer  than seven days will be  included  for the
purpose of the  foregoing  15% limit.  The  inability  of the Fund to dispose of
illiquid  investments  readily or at a reasonable  price could impair the Fund's
ability to raise cash for redemptions or other purposes.


                                                        14

<PAGE>



Restricted Securities.  The Fund may invest in restricted securities,  including
securities eligible for resale pursuant to Rule 144A under the Securities Act of
1933 (the "1933 Act").  Generally,  Rule 144A established a safe harbor from the
registration  requirements  of the 1933 Act for  resale  by large  institutional
investors of securities  not publicly  traded in the United  States.  The Fund's
investment adviser determines the liquidity of Rule 144A securities according to
guidelines and procedures  adopted by the Board of Trustees of Evergreen  Select
Fixed Income Trust (the "Trust").  The Board of Trustees monitors the investment
adviser's  application of those guidelines and procedures.  Securities  eligible
for resale  pursuant  to Rule  144A,  which the Fund's  investment  adviser  has
determined to be liquid or readily marketable,  are not subject to the 15% limit
on illiquid securities.

Mortgage-Backed  and Asset-Backed  Securities.  The Fund may invest up to 35% of
its total assets in mortgage-backed and asset-backed securities. Early repayment
of the mortgages or other collateral  underlying these securities may expose the
Fund to a lower rate of return  when it  reinvests  the  principal.  The rate of
prepayments will affect the price and volatility of the mortgage-backed security
and may have the effect of shortening or extending the effective maturity beyond
what the Fund  anticipated  at the time of purchase.  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 of the
obligations backing such receivables.  Therefore,  there is the possibility that
recoveries on  repossessed  collateral  may not, in some cases,  be available to
support payments on these securities.

Bank Obligations.  The Fund may invest up to 35% of its total
assets in bank obligations, including certificates of deposit and
bankers' acceptances.

Defensive Instruments.  The Fund may invest without limitation in
high quality money market instruments, such as notes, commercial
paper, certificates of deposit or bankers' acceptances and other
bank obligations, or U.S. government securities and short-term
obligations of foreign issuers denominated in U.S. dollars or

                                                        15

<PAGE>



other  currencies  and  traded in the United  States  if, in the  opinion of the
Fund's investment adviser or sub-adviser,  market conditions warrant a temporary
defensive investment strategy.

Other Investment Policies.  The Fund has adopted additional
investment policies and guidelines that are set forth in the SAI.


                                             BUYING AND SELLING SHARES

HOW TO BUY SHARES

         Institutional  investors may buy  Institutional  Service  shares of the
Fund through broker-dealers,  banks and certain other financial  intermediaries,
or  directly  through  the  Fund's  distributor,   Evergreen  Distributor,  Inc.
Investors  may  purchase  Institutional  Service  shares at the public  offering
price, which equals the class's net asset value per share ("NAV"). See "Offering
Price and Other Purchase Information" below.

Minimum Investment.  The minimum initial investment in
Institutional Service shares is $1 million, which may be waived
in certain situations.  There is no minimum amount required for
subsequent purchases.

Opening an Account.  You may open an account by mailing a signed
account application to the Fund c/o Evergreen Service Company,
P.O. Box 2121, Boston, Massachusetts 02106-2121.  You may obtain
an account application by calling 1-800-343-2898.

         Except  as  provided  below,  you can  purchase  shares  only by wiring
federal funds to Evergreen Service Company.  You may obtain wiring  instructions
by  calling  1-800-343-2898.  When  you  call,  the  Evergreen  Service  Company
representative  will ask you for the following  information:  name of authorized
person; shareholder name; shareholder account number; name of the Fund and share
class; amount being wired; and wiring bank name.

Offering Price and Other Purchase  Information.  When you buy the Fund's shares,
you pay its NAV next determined  after the Fund receives and accepts your order.
When you buy shares of the Fund,  the Fund must receive and accept your order by
the close of regular  trading  (currently  4:00 p.m.  Eastern time), in order to
receive that day's offering  price;  otherwise,  you will receive the next day's
offering price. For more information, see "How the Fund Calculates Its NAV."

         You may,  at the  Fund's  discretion,  pay for  shares of the Fund with
securities instead of cash.  Additionally,  if you want to buy the Fund's shares
equal in amount to $5 million or more, the Fund may require you to pay for those
shares with  securities  instead of cash.  The Fund will only accept  securities
that are consistent with its investment  objective,  policies and  restrictions.
Also, the Fund will value the securities in the manner  described under "How the
Fund Calculates Its NAV."

                                                        16

<PAGE>



Investors who receive the Fund's shares for  securities  instead of cash may pay
such transaction costs as broker's commissions, taxes or governmental fees.

HOW TO REDEEM SHARES

         You may redeem shares of the Fund by mail,  telephone or other types of
telecommunication.  Once a  redemption  request has been  telephoned,  mailed or
otherwise transmitted, it may not be changed or canceled.

Mail  Redemptions.  You may  redeem  shares on each day that the New York  Stock
Exchange  ("NYSE")  is open by mailing a written  request to  Evergreen  Service
Company at the following address:

     Evergreen Service Company
     P.O. Box 2121
     Boston, Massachusetts 02106-2121

     The  signatures  on the written  request  must be properly  guaranteed,  as
described below.

How To Redeem By Telephone. You may redeem your shares by calling 1-800-343-2898
between the hours of 8:00 a.m.  and 6:00 p.m.  (Eastern  time) on each  business
day. You may also redeem  shares by sending a facsimile to (617)  210-2711 or by
other means of wire communication.  You must state the Fund and class from which
you want to redeem, the number or dollar amount of shares you want to redeem and
your account number.  The telephone  redemption  service is not available to you
automatically. You must elect it on your account application.

         If you are  unable to reach the Fund or  Evergreen  Service  Company by
telephone, you should redeem by mail.

         Evergreen  Service  Company will wire your  redemption  proceeds to the
commercial  bank account  designated  on the account  application.  If Evergreen
Service Company deems it appropriate,  it may require additional  documentation.
Although at present Evergreen  Service Company pays the wire costs involved,  it
reserves the right at any time to require the shareholder to pay such costs.

Redemption  Value and  Other  Redemption  Policies.  When you sell  shares,  you
receive the NAV next computed  after the Fund  receives  your request.  When you
sell shares of the Fund,  you receive the NAV  computed at the close of the NYSE
on the day that the Fund  receives  your  request,  if your  request is received
before 4:00 p.m.  Eastern time.  Redemption  requests  received  after 4:00 p.m.
Eastern time will be processed  using the NAV  determined  on the next  business
day.

         Generally,  the Fund pays  redemption  proceeds  within seven days. The
Fund may,  at any time,  change,  suspend  or  terminate  any of the  redemption
methods described in this prospectus,

                                                        17

<PAGE>



except redemptions by mail.  For more information, see "How the
Fund Calculates Its NAV."

         The Fund may, at its  discretion,  pay your  redemption  proceeds  with
securities  instead of cash.  However,  the Fund is obligated  to redeem  shares
solely in cash,  up to the  lesser of  $250,000  or 1% of the  Fund's  total net
assets  during any ninety  day period for any one  shareholder.  See the SAI for
further details.

         Except as otherwise noted,  neither the Fund, Evergreen Service Company
nor the Fund's  distributor  assumes  responsibility for the authenticity of any
instructions received by any of them from a shareholder by telephone.  Evergreen
Service Company will employ  reasonable  procedures to confirm that instructions
received  over the  telephone or  otherwise  are  genuine.  The Fund,  Evergreen
Service  Company  and  Fund's  distributor  will not be  liable  when  following
instructions  received by telephone or otherwise that Evergreen  Service Company
reasonably believes to be genuine.

         Shareholders  may only change  information  contained in their  account
registration  (such as the bank account  designated  to receive wire  redemption
proceeds) by writing to Evergreen  Service  Company.  Signatures on such written
instructions must be guaranteed.

         The Fund may temporarily suspend the right to redeem shares when:
         (1)      the NYSE is closed, other than customary weekend and
                  holiday closings;
         (2)      trading on the NYSE is restricted;
         (3)      an emergency exists and the Fund cannot dispose of its
                  investments or fairly determine their value; or
         (4)      the SEC so orders.

ADDITIONAL TRANSACTION POLICIES

How the Fund  Calculates  Its NAV. The Fund's NAV equals the value of its shares
without sales charges.  The Fund calculates its NAV by adding up the total value
of its  investments  and other  assets,  subtracting  its  liabilities  and then
dividing the result by the number of shares outstanding. All expenses, including
fees paid to the Fund's investment adviser, are accrued daily. The Fund computes
its NAV as of the close of regular trading (generally 4:00 p.m. Eastern time) on
each day that the NYSE is open.

         The  Fund's  assets  are  valued  primarily  on  the  basis  of  market
quotations.  Short-term  securities  with remaining  maturities of sixty days or
less for which  quotations are not readily  available are valued on the basis of
amortized cost. Non-dollar denominated securities will be valued as of the close
of the  exchange  at the closing  price of such  securities  in their  principal
trading  markets  unless such closing  price does not represent  current  market
value. In addition, securities for

                                                        18

<PAGE>



which quotations are not readily available,  including fixed-income  securities,
are valued by a method that the Board of Trustees believes  accurately  reflects
fair value.

Signature  Guarantee.  For your  protection,  signatures  on stock  powers,  and
written orders or authorizations  must have a signature  guarantee.  A signature
guarantee  can be provided by a U.S.  stock  exchange  member,  a bank, or other
persons eligible to guarantee  signatures  under the Securities  Exchange Act of
1934 and Evergreen  Service  Company's  policies.  Evergreen Service Company may
waive this requirement or may require additional documentation in certain cases.

EXCHANGES

         You  may  exchange   Institutional  Service  shares  of  the  Fund  for
Institutional  Service  shares of any other  Evergreen  "Select"  fund.  You may
exchange your shares through your  broker-dealer,  by mail or by telephone.  All
exchange orders must comply with the applicable  requirements  for purchases and
redemptions and must include your account number,  the number or value of shares
to be exchanged,  the class of shares,  and the funds to and from which you wish
to exchange. Exchanges will be based on the relative NAV of the shares exchanged
next determined after the exchange request is received. Once an exchange request
has been telephoned or mailed, it may not be changed or canceled.

         Signatures on exchange orders must be guaranteed, as described above.

         The Fund reserves the right to change or revoke the exchange  privilege
of any  shareholder or to limit or revoke any exchange.  Currently,  you may not
make  more  than five  exchanges  in a  calendar  year or three  exchanges  in a
calendar quarter.

         Please read the  prospectus  of the fund that you want to exchange into
before requesting your exchange.

         For federal  income tax purposes,  an exchange is treated as a sale for
taxable investors.

DIVIDENDS

         As a  shareholder,  you are  entitled  to your share of earnings on the
Fund's investments.  You receive such earnings as either an income dividend or a
capital gains  distribution.  Income  dividends come from the dividends that the
Fund earns from its stocks plus any  interest it  receives  from its bonds.  The
Fund  realizes a capital  gain  whenever it sells a security  for a higher price
than its tax basis.

Dividend  Schedule.  The Fund declares  dividends from its net investment income
daily and pays  such  dividends  monthly.  The Fund  pays  shareholders  its net
capital gains at least once a year.

                                                        19

<PAGE>



Payment Options.  Unless you select another option on your account  application,
your dividends and capital gains will be reinvested in additional  Institutional
Service shares of the Fund.  Shareholders  will receive dividends on investments
made by federal funds bank wire the same day the wire is received  provided that
wire  purchases are received by State Street Bank and Trust  Company,  custodian
for  the  Fund,  by 12  noon  (Eastern  time).  Shares  purchased  by  qualified
institutions via telephone will receive the dividend declared on that day if the
telephone  order is placed by 12 noon  (Eastern  time),  and  federal  funds are
received by 4:00 p.m. (Eastern time). All other wire purchases received after 12
noon (Eastern  time) will earn dividends  beginning the following  business day.
Dividends  accruing  on  the  day  of  redemption  will  be  paid  to  redeeming
shareholders except for redemptions where proceeds are wired the same day.

         You may elect to  receive  some or all of your  dividends  and  capital
gains in cash.  Should you select this option,  a check will be mailed to you or
your agent or trustee no later than seven days after the payment date.

TAXES

         The Fund intends to qualify as a regulated investment company (a "RIC")
under Subchapter M of the Internal Revenue Code of 1986, as amended.  As long as
the  Fund  qualifies  as a RIC  and  distributes  substantially  all of its  net
investment income and capital gains, it will not pay federal income taxes on the
earnings it distributes to shareholders.

         Distributions to  shareholders,  whether taken in cash or reinvested in
shares,  are  generally  considered  taxable for federal  income tax purposes as
follows:

 o       Income distributions and net short-term capital gains are
         taxable as ordinary income.

 o       Long-term  capital gains  distributions  are taxable as capital  gains,
         regardless of how long you have held your shares.

         After each calendar  year,  Evergreen  Service  Company will mail you a
statement  indicating  which of that year's  distributions  you should  treat as
ordinary  income and which you should treat as capital gains.  Distributions  of
income or capital gains may also be subject to state and local taxes. You should
always consult your tax adviser for specific guidance as to the tax consequences
of your investment in the Fund.

SHAREHOLDER SERVICES

         Details on all  shareholder  services  may be obtained  from  Evergreen
Service Company by calling toll free  1-800-343-2898  or by writing to Evergreen
Service Company.


                                                        20

<PAGE>



Subaccount.  Special processing has been arranged with Evergreen Service Company
for banks and other  institutions  that wish to open multiple accounts (a master
account and subaccounts). An investor wishing to use Evergreen Service Company's
subaccounting  facilities  will be required to enter into a separate  agreement,
with the  charges to be  determined  on the basis of the level of services to be
rendered.  Subaccounts  may be opened with the initial  investment or at a later
date and may be established by an investor with  registration  either by name or
by number.

                                                   FUND DETAILS

FUND ORGANIZATION AND SERVICE PROVIDERS

Fund  Structure.  The Fund is an investment  pool,  which invests  shareholders'
money towards a specified goal. The Fund is a diversified series of an open-end,
investment  management company,  called Evergreen Select Fixed Income Trust. The
Trust is a Delaware business trust organized on September 18, 1997.

Board of  Trustees.  The  Trust is  supervised  by a Board of  Trustees  that is
responsible for representing  the interests of  shareholders.  The Trustees meet
periodically  throughout the year to oversee the Fund's  activities,  reviewing,
among other  things,  its  performance  and its  contractual  arrangements  with
various service providers.

Shareholder  Rights. All shareholders  participate equally in distributions from
the  Fund's  assets  and  have  equal  voting,  liquidation  and  other  rights.
Shareholders  may exchange shares as described under  "Exchanges," but will have
no other preference,  conversion, exchange or preemptive rights. When issued and
paid for,  your  shares will be fully paid and  non-assessable.  Fund shares are
redeemable,  transferable  and freely  assignable as  collateral.  The Trust may
establish additional classes or series of shares.

         The Fund  does not hold  annual  shareholder  meetings;  the Fund  may,
however,  hold  special  meetings  for such  purposes  as  electing  or removing
Trustees,  changing  fundamental  policies  and  approving  investment  advisory
agreements  or  12b-1  plans.  In  addition,  the  Fund is  prepared  to  assist
shareholders  in  communicating  with one another for the purpose of convening a
meeting to elect  Trustees.  If any matters are to be voted on by  shareholders,
each share owned as of the record date for the meeting  would be entitled to one
vote for each dollar of NAV applicable to such share.

Adviser.  The investment  adviser to the Fund is the Capital Management Group of
First Union  National Bank  ("FUNB"),  a subsidiary  of First Union  Corporation
("First Union"). First Union is located at 301 South College Street, and FUNB at
201 South College Street, Charlotte, North Carolina 28288-0630.  First Union and
its subsidiaries  provide a broad range of financial services to individuals and
businesses throughout the United States.

                                                        21

<PAGE>



         FUNB is  entitled  to  receive an  advisory  fee from the Fund equal to
0.60% of average daily net assets, computed daily and paid monthly.

Sub-Adviser.  AnalyticoTSA International, Inc. ("Analytic") serves 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.  Under this  agreement,  FUNB has  delegated to Analytic
day-to-day portfolio management functions for the Fund. FUNB pays Analytic at an
annual rate of 0.30% out of the advisory fee which FUNB receives from the Fund.

Portfolio Manager.  The portfolio manager of the Fund 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 Assets 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.

Distributor.  Evergreen Distributor, Inc., 125 West 55th Street,
New York, New York 10019, markets the Fund and distributes its
shares through broker-dealers, financial planners and other
financial representatives.  Evergreen Distributor, Inc. is a
subsidiary of The BISYS Group, Inc. and is not affiliated with
First Union.

Transfer Agent.  Evergreen  Service  Company,  200 Berkeley Street,  Boston,  MA
02116-5034,  handles shareholder services,  including record keeping and account
statements,  distribution  of  dividends  and capital  gains and  processing  of
transactions.

Administrator.  Evergreen Investment Services,  Inc., subject to the supervision
and control of the Trust's Board of Trustees, provides the Fund with facilities,
equipment and personnel. For its services as administrator, Evergreen Investment
Services, Inc. is entitled to receive a fee based on the aggregate average daily
net assets of the Fund at a rate based on the total  assets of all mutual  funds
advised by First Union  subsidiaries.  The  administration  fee is calculated in
accordance with the following schedule:

                         Aggregate Average Daily Net Assets Of
                         Mutual Funds For Which Any
                         Subsidiary Of First Union Serves
  Administrative Fee     As Investment Adviser
         0.050%          on the first $7 billion
         0.035%          on the next $3 billion

                                                        22

<PAGE>



         0.030%                 on the next $5 billion
         0.020%                 on the next $10 billion
         0.015%                 on the next $5 billion
         0.010%                 on assets in excess of $30 billion

Custodian.  State  Street  Bank  and  Trust  Company,  P.O.  Box  9021,  Boston,
Massachusetts  02205-9827,  keeps custody of the Fund's  securities and cash and
performs other related duties.

OTHER INFORMATION AND POLICIES

Distribution   Plan.  The  Trust  has  adopted  a  distribution   plan  for  the
Institutional Service shares of the Fund as allowed under the Investment Company
Act of 1940.  The Fund's  distribution  plan  permits  the Fund to pay an annual
service  fee of up to 0.25% of the  average  daily  net  assets of the class for
personal services  rendered to shareholders  and/or the maintenance of accounts.
The  Fund's  distribution  plan  may be  terminated  at any  time by vote of the
Independent  Trustees or by vote of a majority of the outstanding  Institutional
Service shares. For more information about the Fund's distribution plan, see the
SAI.

Year 2000 Risks.  The Fund could be adversely  affected if computers used by the
Fund's service  providers do not properly process  information  dated January 1,
2000 and after.  The Fund's  service  providers are taking steps to address Year
2000 risks with respect to computer  systems on which the Fund depends.  At this
time, however,  there can be no assurance that these steps will be sufficient to
avoid any adverse impact on the Fund.

Banking Laws.  The  Glass-Steagall  Act and other  banking laws and  regulations
presently  prohibit a bank  holding  company or its  affiliates  (a "Bank") from
sponsoring, organizing,  controlling, or distributing the shares of a registered
open-end  investment  company  such  as the  Fund.  However,  a Bank  may act as
investment  adviser,  transfer  agent  or  custodian  to a  registered  open-end
investment  company.  A Bank may also  purchase  shares of such  company and pay
third parties for performing these functions.

Securities  Transactions.  Under  policies  established  by the Trust's Board of
Trustees,   FUNB  and  Analytic  select   broker-dealers  to  execute  portfolio
transactions  subject to the receipt of best  execution.  In so doing,  FUNB and
Analytic may select  broker-dealers who are affiliated with FUNB. Moreover,  the
Fund  may  pay  higher  commissions  to  broker-dealers  that  provide  research
services,  which FUNB and  Analytic  may use in advising the Fund or their other
clients.

Portfolio Turnover.  The estimated annual portfolio turnover rate
for the Fund is not expected to exceed 100%.

Code of Ethics.  The Fund,  FUNB and Analytic have each adopted a code of ethics
incorporating  policies on personal securities trading. In general,  these codes
of ethics  require that certain  personnel of the Fund and FUNB (1) abstain from
engaging in

                                                        23

<PAGE>



certain  personal  trading  practices and (2) report  certain  personal  trading
activities.

OtherClasses of Shares. The Fund offers two classes of shares, Institutional and
Institutional  Service.  Only  Institutional  Service shares are offered through
this  prospectus.  Call Evergreen  Service Company for further  information or a
prospectus offering Institutional shares of the Fund.



                                                        24

<PAGE>


















Investment Adviser
First Union National Bank, 201 South College Street, Charlotte,
North Carolina 28288-0630

Custodian
State Street Bank and Trust Company, P.O. Box 9021, Boston,
Massachusetts 02205-9827

Transfer Agent
Evergreen Service Company, 200 Berkeley Street, Boston,
Massachusetts 02116-5034

Legal Counsel
Sullivan & Worcester LLP, 1025 Connecticut Avenue, N.W.,
Washington, D.C. 20036

Independent Auditors
Price Waterhouse LLP, 1177 Avenue of the Americas, New York, New
York 10036

Distributor
Evergreen Distributor, Inc., 125 West 55th Street, New York, New
York 10019



                                                        25

<PAGE>



PROSPECTUS                                          July 10, 1998



EVERGREEN SELECT FIXED INCOME FUNDS

Evergreen Select International Bond Fund
(The "Fund")

INSTITUTIONAL SHARES

         This prospectus contains important  information about the Institutional
shares of the Evergreen Select  International Bond Fund,  including how the Fund
invests and services  available  to  shareholders.  Please read this  prospectus
before investing, and
keep it for future reference.

         When you consider  investing in the Fund,  remember that the higher the
risk of losing  money,  the higher the  potential  reward.  The  reverse is also
generally true: the lower the risk, the lower the potential reward.

         By itself,  no Fund is a complete  investment plan. When considering an
investment in the Fund, remember to consider your overall investment  objectives
and any other  investments  you own.  You should also  carefully  evaluate  your
ability to handle the risks posed by your  investment in the Fund.  You can find
information  on the risks  associated  with investing in the Fund in the section
entitled "Fund Description."

         To learn more about the Evergreen Select  International Bond Fund, call
1-800-343-2898 for a free copy of the Fund's statement of additional information
("SAI") dated July 10, 1998,  as  supplemented  from time to time.  The Fund has
filed  the  SAI  with  the  Securities  and  Exchange  Commission.  The  SAI  is
incorporated  by  reference  herein  (i.e.,  legally  the  SAI is  part  of this
prospectus).

Please remember that shares of the Fund are:

o        Not deposits or obligations of any bank.
o        Not endorsed or guaranteed by any bank.
o        Not insured or otherwise protected by the Federal Deposit
         Insurance   Corporation,   the  Federal  Reserve  Board  or  any  other
         government agency.
o        Subject to investment risks, including possible loss of the
         principal amount.


THESE  SECURITIES  HAVE NOT BEEN APPROVED OR  DISAPPROVED  BY THE SECURITIES AND
EXCHANGE  COMMISSION OR ANY STATE  SECURITIES  COMMISSION NOR HAS THE SECURITIES
AND  EXCHANGE  COMMISSION  OR ANY STATE  SECURITIES  COMMISSION  PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

                                                        26

<PAGE>





                                                        27

<PAGE>




                                                 TABLE OF CONTENTS




 EXPENSES                                                     4
 FUND DESCRIPTION                                             5
           The Fund's Investment Objective                    5
                   The Fund's Investment Approach             5
           Securities and Investment Practices                6
 BUYING AND SELLING SHARES                                    12
           How To Buy Shares                                  12
           How To Redeem Shares                               13
           Additional Transaction Policies                    14
                   Exchanges                                  15
           Dividends                                          16
           Taxes                                              16
           Shareholder Services                               17
 FUND DETAILS                                                 17
           Fund Organization and Service Providers            17
           Other Information and Policies                     20







                                                        28

<PAGE>




                                                     EXPENSES

         The table and example  below are  designed to help you  understand  the
various expenses that you will bear, directly or indirectly,  when you invest in
Institutional shares of the Fund. There are no shareholder transaction expenses,
which are fees paid  directly  from your  account when you buy or sell shares of
the Fund.

          Annual operating expenses reflect the normal operating expenses of the
Fund,  and include costs such as  management,  distribution  and other fees. The
table below shows the Fund's estimated annual operating  expenses for the fiscal
period  ending  September  30, 1998,  expressed  as a  percentage  of the Fund's
estimated  average  net  assets.  The  examples  show  what you would pay if you
invested  $1,000  over the  periods  indicated.  The  examples  assume  that you
reinvest all of your  dividends  and redeem at the end of each period,  and that
the Fund's average  annual return will be 5%. The examples are for  illustration
purposes  only and should not be considered a  representation  of past or future
expenses.  The Fund's actual expenses and returns will vary. For a more complete
description  of the  various  costs  and  expenses  borne by the Fund see  "Fund
Details."
<TABLE>
<CAPTION>


Annual Fund                 Management Fees                   12b-1        Other Expenses                 Total Operating
Operating                   (After Waivers)                   Fees                                        Expenses
Expenses                    1 
<S>                         <C>                               <C>           <C>                            <C>   
                                                                            (After Waivers)
(as a                                                                                                     2
percentage of
average daily
net assets)


                            0.47%                             None         0.37%                          0.84%
Example of                  1 Year                            3
Fund Expenses                                                 Years
                            $9                                $27
</TABLE>

- --------
(1)      The Fund's investment adviser currently limits the Fund's
         investment advisory fee to 0.47%.  Without such waiver the
         Management Fee set forth above would be 0.60%.  The
         investment adviser currently intends to continue this
         expense waiver through November 30, 1998.  However, it may
         modify or cancel this limit at any time.  See "Fund Details"
         for more information.

(2)      The investment adviser of the Fund has undertaken to limit
         the Total Operating Expenses of the Fund for a period of at
         least two years to 1.03% for Institutional shares.  Absent

                                                        29

<PAGE>



         expense  waivers,  the Total  Operating  Expenses for the Fund would be
         0.97% of average daily net assets.

                                                 FUND DESCRIPTION

THE FUND'S INVESTMENT OBJECTIVE

         Evergreen Select International Bond Fund seeks capital appreciation and
current income.

         The Fund's investment objective is nonfundamental, which means that the
investment  objective can be changed without a shareholder vote. There can be no
assurance that the Fund's investment objective will be achieved.

         The Fund has also adopted  fundamental  investment policies designed to
limit the Fund's exposure to risk. Fundamental policies can be changed only with
a shareholder vote. For more information regarding investment policies, see "The
Fund's Investment Approach" and "Securities and Investment Practices" below, and
the SAI.

THE FUND'S INVESTMENT APPROACH

         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 ("NRSRO").

         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,  and may enter into forward
currency  exchange   contracts.   For  more  information,   see   "Derivatives",
"Mortgage-Backed   and   Asset-Backed   Securities",   and   "Forward   Currency
Transactions" below.

         The Fund may lend portfolio  securities  and enter into  repurchase and
reverse   repurchase   agreements,   and  forward   commitment  and  when-issued
transactions.


                                                        30

<PAGE>



         The  Fund  may also  invest  no more  than 5% of its  total  assets  in
warrants.

SECURITIES AND INVESTMENT PRACTICES

         You can find  information  below about the types of securities in which
the Fund may invest,  the types of investment  techniques the Fund may employ in
pursuit of its objective and a summary of related risks. The Fund's SAI contains
additional information about these investments and investment techniques.

Foreign  Securities.  The Fund will invest  primarily in  obligations of foreign
governments and corporations denominated in various currencies.  Because foreign
markets operate  differently  than the U.S. market, a Fund investing abroad will
encounter  risks not  normally  associated  with U.S.  companies.  For  example,
information about foreign corporate securities is frequently less available than
information  about  U.S.  securities,   which  may  reduce  the  reliability  of
investment  decisions  regarding  foreign  securities.  Political  or  financial
problems more likely to occur in foreign countries may cause foreign investments
to lose money.  Foreign  markets may be less liquid than U.S.  markets.  Foreign
issuers  may not be  subject  to the same  accounting,  auditing  and  financial
reporting  standards and practices as U.S. issuers,  making it more difficult to
value the  investment.  Foreign  governments  may regulate or supervise  foreign
issuers  less  than in the  United  States.  Unfavorable  changes  in a  foreign
country's  currency may adversely affect the value of foreign securities held by
the Fund. All of these factors can make foreign  investments  more volatile than
U.S.
investments.

Debt  Securities.  The Fund may  invest  in bonds or other  instruments  used by
corporations or governments to borrow money from investors,  including all kinds
of  convertible  securities.  When the Fund buys a debt  security,  it generally
expects a variable or fixed rate of interest and  repayment of the  principal at
maturity.  Some debt  securities,  such as zero coupon bonds, do not pay current
interest, but are purchased at a discount from their face values. The main risks
of investing in debt securities are:

                  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  scheduled
                  interest and  principal  payments),  potentially  reducing the
                  Fund's income and/or share price.


                                                        31

<PAGE>



         Debt securities have varying degrees of quality. Investment grade bonds
are generally  rated within the four highest  grades as determined by Standard &
Poor's  Ratings Group ("S&P") (AAA,  AA, A or BBB),  Moody's  Investors  Service
("Moody's")  (Aaa, Aa, A or Baa), or Fitch  Investors  Service,  L.P.  ("Fitch")
(AAA, AA, A or BBB) or their respective  equivalent  ratings or, if not rated or
rated by another system,  determined by the Fund's  investment  adviser to be of
equivalent credit quality to securities so rated. Securities rated in the fourth
highest  category may have speculative  characteristics;  changes in economic or
business  conditions  are more  likely to lead to a  weakened  capacity  to make
principal and interest payments than in the case of higher grade bonds. Like the
three highest grades, however, these securities are considered investment grade.

          The Fund is not required to sell or otherwise  dispose of any security
that loses its rating or has its rating reduced after the Fund has purchased it.
Also, if S&P, Moody's or Fitch changes its ratings system,  the Fund will try to
use  comparable  ratings  as  standards   according  to  the  Fund's  investment
objectives and policies.

Concentration. The Fund may not concentrate its investments in the securities of
issuers  primarily  engaged in any particular  industry  (other than  securities
issued   or   guaranteed   by  the   U.S.   government   or  its   agencies   or
instrumentalities),  except that the Fund intends to invest more than 25% of its
total assets in the utilities industry worldwide.

Derivatives.  Derivatives  are  financial  contracts  whose value is based on an
underlying asset,  such as a stock or a bond, or an underlying  economic factor,
such as an index or an interest rate.

         The Fund may invest in  derivatives,  including  options,  futures  and
swaps, only if the expected risks and rewards are consistent with its objectives
and policies.  The Fund may use futures and options for hedging  purposes  only,
not for speculation.

         Losses from  derivatives  can  sometimes be  substantial.  This is true
partly  because  small price  movements  in the  underlying  asset can result in
immediate  and  substantial  gains or  losses  in the  value of the  derivative.
Derivatives  can also cause a Fund to lose money if the Fund fails to  correctly
predict the  direction in which the  underlying  assets or economic  factor will
move.

Forward  Currency  Transactions.  As  discussed  above,  the Fund may  invest in
securities of foreign issuers. When the Fund invests in foreign securities, they
usually will be denominated in foreign currencies,  and the Fund temporarily may
hold  funds in  foreign  currencies.  Thus,  the  value of Fund  shares  will be
affected by changes in exchange rates.


                                                        32

<PAGE>



         As one way of managing exchange rate risk, in addition to entering into
currency futures  contracts,  the Fund may enter into forward currency  exchange
contracts  (agreements to purchase or sell  currencies at a specified  price and
date).  The exchange rate for the  transaction  (the amount of currency the Fund
will deliver or receive when the contract is  completed)  is fixed when the Fund
enters into the  contract.  The Fund usually will enter into these  contracts to
stabilize the U.S.  dollar value of a security it has agreed to buy or sell. The
Fund also  intends to use these  contracts  to hedge the U.S.  dollar value of a
security it already  owns,  particularly  if the Fund  expects a decrease in the
value of the currency in which the foreign security is denominated. Although the
Fund will attempt to benefit from using  forward  contracts,  the success of its
hedging  strategy  will depend on the  investment  adviser's  ability to predict
accurately  the future  exchange rates between  foreign  currencies and the U.S.
dollar.  The value of the Fund's  investments  denominated in foreign currencies
will depend on the relative  strength of those  currencies and the U.S.  dollar,
and the Fund may be affected favorably or unfavorably by changes in the exchange
rates or exchange control  regulations  between foreign  currencies and the U.S.
dollar.  Changes in foreign currency exchange rates also may affect the value of
dividends  and  interest  earned,  gains  and  losses  realized  on the  sale of
securities  and net  investment  income and gains,  if any, to be distributed to
shareholders  by the  Fund.  The Fund  does not  intend  to enter  into  foreign
currency transactions for speculation or leverage.

Borrowing.  The Fund may not  borrow  money  except as a  temporary  measure  to
facilitate  redemption requests or for extraordinary or emergency purposes.  The
proceeds from  borrowings  may be used to facilitate  redemption  requests which
might otherwise require the untimely  disposition of portfolio  securities.  The
specific limits applicable to borrowing by the Fund are set forth in the SAI.

Securities  Lending.  To generate income and offset expenses,  the Fund may lend
securities to broker-dealers and other financial institutions, provided that the
loan is collateralized 100% by cash,  government securities or government agency
securities,  and that the value of all securities loaned does not exceed 33 1/3%
of the Fund's total assets.  While securities are on loan, the borrower will pay
the Fund any income  accruing  on the  security.  Also,  the Fund may invest any
collateral it receives in additional securities.

          Gains or losses in the market value of a lent  security  will affect a
Fund and its shareholders.  When a Fund lends its securities, it may not be able
to retrieve the securities on a timely basis, possibly losing the opportunity to
sell the  securities  at a desirable  price.  Also,  if the  borrower  files for
bankruptcy or becomes insolvent, the Fund's ability to dispose of the securities
may be delayed.


                                                        33

<PAGE>



Investing in Securities of Other  Investment  Companies.  The Fund may invest in
the  securities  of other  investment  companies.  As a  shareholder  of another
investment  company,  the Fund  would pay its  portion  of the other  investment
company's expenses. These expenses would be in addition to the expenses that the
Fund currently pays for its own operations and may result in some duplication of
fees.

Repurchase  Agreements.   The  Fund  may  invest  in  repurchase  agreements.  A
repurchase  agreement  is an  agreement  by which the Fund  purchases a security
(usually  U.S.  government  securities)  for cash  and  obtains  a  simultaneous
commitment  from the seller (usually a bank or  broker-dealer)to  repurchase the
security at an agreed-upon price and specified future date. The repurchase price
reflects an agreed-upon interest rate for the time period of the agreement.  The
Fund's risk is the inability of the seller to pay the  agreed-upon  price on the
delivery date. However, this risk is tempered by the ability of the Fund to sell
the  security in the open market in the case of a default.  In such a case,  the
Fund may incur costs in disposing of the security which would possibly  increase
Fund expenses.  The Fund's investment adviser will monitor the  creditworthiness
of the firms with which the Fund enters into repurchase agreements.

Reverse  Repurchase  Agreements.  The Fund may  enter  into  reverse  repurchase
agreements. A reverse repurchase agreement is an agreement by the Fund to sell a
security and  repurchase it at a specified  time and price.  The Fund could lose
money if the  market  values  of the  securities  it sold  decline  below  their
repurchase  prices.  Reverse  repurchase  agreements may be considered a form of
borrowing,  and,  therefore,  a form of leverage.  Leverage may magnify gains or
losses of the Fund.

When-Issued,  Delayed-Delivery and Forward Commitment Transactions. The Fund may
enter into  transactions  whereby it commits to buying a security,  but does not
pay for or take  delivery  of the  security  until  some  specified  date in the
future.  The value of these securities is subject to market  fluctuation  during
this period, and no income accrues to the Fund until settlement.  At the time of
settlement,  a  when-issued  security  may be valued  at less than its  purchase
price. When entering into these transactions, the Fund relies on the other party
to consummate the  transaction;  if the other party fails to do so, the Fund may
be  disadvantaged.  The Fund will purchase when- issued  securities only to meet
its investment objective, and not for speculative purposes.

Illiquid Securities. The Fund may invest up to 15% of its net assets in illiquid
securities and other  securities  which are not readily  marketable.  Repurchase
agreements  with  maturities  longer  than seven days will be  included  for the
purpose of the  foregoing  15% limit.  The  inability  of the Fund to dispose of
illiquid  investments  readily or at a reasonable  price could impair the Fund's
ability to raise cash for redemptions or other purposes.


                                                        34

<PAGE>



Restricted Securities.  The Fund may invest in restricted securities,  including
securities eligible for resale pursuant to Rule 144A under the Securities Act of
1933 (the "1933 Act").  Generally,  Rule 144A established a safe harbor from the
registration  requirements  of the 1933 Act for  resale  by large  institutional
investors of securities  not publicly  traded in the United  States.  The Fund's
investment adviser determines the liquidity of Rule 144A securities according to
guidelines and procedures  adopted by the Board of Trustees of Evergreen  Select
Fixed Income Trust (the "Trust").  The Board of Trustees monitors the investment
adviser's  application of those guidelines and procedures.  Securities  eligible
for resale  pursuant  to Rule  144A,  which the Fund's  investment  adviser  has
determined to be liquid or readily marketable,  are not subject to the 15% limit
on illiquid securities.

Mortgage-Backed  and Asset-Backed  Securities.  The Fund may invest up to 35% of
its total assets in mortgage-backed and asset-backed securities. Early repayment
of the mortgages or other collateral  underlying these securities may expose the
Fund to a lower rate of return  when it  reinvests  the  principal.  The rate of
prepayments will affect the price and volatility of the mortgage-backed security
and may have the effect of shortening or extending the effective maturity beyond
what the Fund  anticipated  at the time of purchase.  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 of the
obligations backing such receivables.  Therefore,  there is the possibility that
recoveries on  repossessed  collateral  may not, in some cases,  be available to
support payments on these securities.

Bank Obligations.  The Fund may invest up to 35% of its total
assets in bank obligations, including certificates of deposit and
bankers' acceptances.

Defensive Instruments.  The Fund may invest without limitation in
high quality money market instruments, such as notes, commercial
paper, certificates of deposit or bankers' acceptances and other
bank obligations, or U.S. government securities and short-term
obligations of foreign issuers denominated in U.S. dollars or

                                                        35

<PAGE>



other  currencies  and  traded in the United  States  if, in the  opinion of the
Fund's investment adviser or sub-adviser,  market conditions warrant a temporary
defensive investment strategy.

Other Investment Policies.  The Fund has adopted additional
investment policies and guidelines that are set forth in the SAI.


                                             BUYING AND SELLING SHARES

HOW TO BUY SHARES

         Institutional  investors  may  buy  Institutional  shares  of the  Fund
through  broker-dealers,  banks and certain other financial  intermediaries,  or
directly through the Fund's distributor,  Evergreen Distributor,  Inc. Investors
may purchase Institutional shares at the public offering price, which equals the
class's  net asset  value  per  share  ("NAV").  See  "Offering  Price and Other
Purchase Information" below.

Minimum Investment.  The minimum initial investment in
Institutional shares is $1 million, which may be waived in
certain situations.  There is no minimum amount required for
subsequent purchases.

Opening an Account.  You may open an account by mailing a signed
account application to the Fund c/o Evergreen Service Company,
P.O. Box 2121, Boston, Massachusetts 02106-2121.  You may obtain
an account application by calling 1-800-343-2898.

         Except  as  provided  below,  you can  purchase  shares  only by wiring
federal funds to Evergreen Service Company.  You may obtain wiring  instructions
by  calling  1-800-343-2898.  When  you  call,  the  Evergreen  Service  Company
representative  will ask you for the following  information:  name of authorized
person; shareholder name; shareholder account number; name of the Fund and share
class; amount being wired; and wiring bank name.

Offering Price and Other Purchase  Information.  When you buy the Fund's shares,
you pay its NAV next determined  after the Fund receives and accepts your order.
When you buy shares of the Fund,  the Fund must receive and accept your order by
the close of regular  trading  (currently  4:00 p.m.  Eastern time), in order to
receive that day's offering  price;  otherwise,  you will receive the next day's
offering price. For more information, see "How the Fund Calculates Its NAV."

         You may,  at the  Fund's  discretion,  pay for  shares of the Fund with
securities instead of cash.  Additionally,  if you want to buy the Fund's shares
equal in amount to $5 million or more, the Fund may require you to pay for those
shares with  securities  instead of cash.  The Fund will only accept  securities
that are consistent with its investment  objective,  policies and  restrictions.
Also, the Fund will value the securities in the manner  described under "How the
Fund Calculates Its NAV."

                                                        36

<PAGE>



Investors who receive the Fund's shares for  securities  instead of cash may pay
such transaction costs as broker's commissions, taxes or governmental fees.

HOW TO REDEEM SHARES

         You may redeem shares of the Fund by mail,  telephone or other types of
telecommunication.  Once a  redemption  request has been  telephoned,  mailed or
otherwise transmitted, it may not be changed or canceled.

Mail  Redemptions.  You may  redeem  shares on each day that the New York  Stock
Exchange  ("NYSE")  is open by mailing a written  request to  Evergreen  Service
Company at the following address:

     Evergreen Service Company
     P.O. Box 2121
     Boston, Massachusetts 02106-2121

     The  signatures  on the written  request  must be properly  guaranteed,  as
described below.

How To Redeem By Telephone. You may redeem your shares by calling 1-800-343-2898
between the hours of 8:00 a.m.  and 6:00 p.m.  (Eastern  time) on each  business
day. You may also redeem  shares by sending a facsimile to (617)  210-2711 or by
other means of wire communication.  You must state the Fund and class from which
you want to redeem, the number or dollar amount of shares you want to redeem and
your account number.  The telephone  redemption  service is not available to you
automatically. You must elect it on your account application.

         If you are  unable to reach the Fund or  Evergreen  Service  Company by
telephone, you should redeem by mail.

         Evergreen  Service  Company will wire your  redemption  proceeds to the
commercial  bank account  designated  on the account  application.  If Evergreen
Service Company deems it appropriate,  it may require additional  documentation.
Although at present Evergreen  Service Company pays the wire costs involved,  it
reserves the right at any time to require the shareholder to pay such costs.

Redemption  Value and  Other  Redemption  Policies.  When you sell  shares,  you
receive the NAV next computed  after the Fund  receives  your request.  When you
sell shares of the Fund,  you receive the NAV  computed at the close of the NYSE
on the day that the Fund  receives  your  request,  if your  request is received
before 4:00 p.m.  Eastern time.  Redemption  requests  received  after 4:00 p.m.
Eastern time will be processed  using the NAV  determined  on the next  business
day.

         Generally,  the Fund pays  redemption  proceeds  within seven days. The
Fund may,  at any time,  change,  suspend  or  terminate  any of the  redemption
methods described in this prospectus,

                                                        37

<PAGE>



except redemptions by mail.  For more information, see "How the
Fund Calculates Its NAV."

         The Fund may, at its  discretion,  pay your  redemption  proceeds  with
securities  instead of cash.  However,  the Fund is obligated  to redeem  shares
solely in cash,  up to the  lesser of  $250,000  or 1% of the  Fund's  total net
assets  during any ninety  day period for any one  shareholder.  See the SAI for
further details.

         Except as otherwise noted,  neither the Fund, Evergreen Service Company
nor the Fund's  distributor  assumes  responsibility for the authenticity of any
instructions received by any of them from a shareholder by telephone.  Evergreen
Service Company will employ  reasonable  procedures to confirm that instructions
received  over the  telephone or  otherwise  are  genuine.  The Fund,  Evergreen
Service  Company  and  Fund's  distributor  will not be  liable  when  following
instructions  received by telephone or otherwise that Evergreen  Service Company
reasonably believes to be genuine.

         Shareholders  may only change  information  contained in their  account
registration  (such as the bank account  designated  to receive wire  redemption
proceeds) by writing to Evergreen  Service  Company.  Signatures on such written
instructions must be guaranteed.

         The Fund may temporarily suspend the right to redeem shares when:
         (1)      the NYSE is closed, other than customary weekend and
                  holiday closings;
         (2)      trading on the NYSE is restricted;
         (3)      an emergency exists and the Fund cannot dispose of its
                  investments or fairly determine their value; or
         (4)      the SEC so orders.

ADDITIONAL TRANSACTION POLICIES

How the Fund  Calculates  Its NAV. The Fund's NAV equals the value of its shares
without sales charges.  The Fund calculates its NAV by adding up the total value
of its  investments  and other  assets,  subtracting  its  liabilities  and then
dividing the result by the number of shares outstanding. All expenses, including
fees paid to the Fund's investment adviser, are accrued daily. The Fund computes
its NAV as of the close of regular trading (generally 4:00 p.m. Eastern time) on
each day that the NYSE is open.

         The  Fund's  assets  are  valued  primarily  on  the  basis  of  market
quotations.  Short-term  securities  with remaining  maturities of sixty days or
less for which  quotations are not readily  available are valued on the basis of
amortized cost. Non-dollar denominated securities will be valued as of the close
of the  exchange  at the closing  price of such  securities  in their  principal
trading  markets  unless such closing  price does not represent  current  market
value. In addition, securities for

                                                        38

<PAGE>



which quotations are not readily available,  including fixed-income  securities,
are valued by a method that the Board of Trustees believes  accurately  reflects
fair value.

Signature  Guarantee.  For your  protection,  signatures  on stock  powers,  and
written orders or authorizations  must have a signature  guarantee.  A signature
guarantee  can be provided by a U.S.  stock  exchange  member,  a bank, or other
persons eligible to guarantee  signatures  under the Securities  Exchange Act of
1934 and Evergreen  Service  Company's  policies.  Evergreen Service Company may
waive this requirement or may require additional documentation in certain cases.

EXCHANGES

         You may  exchange  Institutional  shares of the Fund for  Institutional
shares of any other  Evergreen  "Select"  fund.  You may  exchange  your  shares
through your  broker-dealer,  by mail or by telephone.  All exchange orders must
comply with the applicable  requirements  for purchases and redemptions and must
include your account number, the number or value of shares to be exchanged,  the
class of shares, and the funds to and from which you wish to exchange. Exchanges
will be based on the relative NAV of the shares  exchanged next determined after
the exchange  request is received.  Once an exchange request has been telephoned
or mailed, it may not be changed or canceled.

         Signatures on exchange orders must be guaranteed, as described above.

         The Fund reserves the right to change or revoke the exchange  privilege
of any  shareholder or to limit or revoke any exchange.  Currently,  you may not
make  more  than five  exchanges  in a  calendar  year or three  exchanges  in a
calendar quarter.

         Please read the  prospectus  of the fund that you want to exchange into
before requesting your exchange.

         For federal  income tax purposes,  an exchange is treated as a sale for
taxable investors.

DIVIDENDS

         As a  shareholder,  you are  entitled  to your share of earnings on the
Fund's investments.  You receive such earnings as either an income dividend or a
capital gains  distribution.  Income  dividends come from the dividends that the
Fund earns from its stocks plus any  interest it  receives  from its bonds.  The
Fund  realizes a capital  gain  whenever it sells a security  for a higher price
than its tax basis.

Dividend  Schedule.  The Fund declares  dividends from its net investment income
daily and pays  such  dividends  monthly.  The Fund  pays  shareholders  its net
capital gains at least once a year.

                                                        39

<PAGE>



Payment Options.  Unless you select another option on your account  application,
your dividends and capital gains will be reinvested in additional  Institutional
shares of the Fund.  Shareholders  will receive dividends on investments made by
federal  funds bank wire the same day the wire is  received  provided  that wire
purchases are received by State Street Bank and Trust Company, custodian for the
Fund, by 12 noon (Eastern time). Shares purchased by qualified  institutions via
telephone will receive the dividend  declared on that day if the telephone order
is placed by 12 noon (Eastern time), and federal funds are received by 4:00 p.m.
(Eastern time).  All other wire purchases  received after 12 noon (Eastern time)
will earn dividends  beginning the following business day. Dividends accruing on
the  day of  redemption  will  be  paid to  redeeming  shareholders  except  for
redemptions where proceeds are wired the same day.

         You may elect to  receive  some or all of your  dividends  and  capital
gains in cash.  Should you select this option,  a check will be mailed to you or
your agent or trustee no later than seven days after the payment date.

TAXES

         The Fund intends to qualify as a regulated investment company (a "RIC")
under Subchapter M of the Internal Revenue Code of 1986, as amended.  As long as
the  Fund  qualifies  as a RIC  and  distributes  substantially  all of its  net
investment income and capital gains, it will not pay federal income taxes on the
earnings it distributes to shareholders.

         Distributions to  shareholders,  whether taken in cash or reinvested in
shares,  are  generally  considered  taxable for federal  income tax purposes as
follows:

 o       Income distributions and net short-term capital gains are
         taxable as ordinary income.

 o       Long-term  capital gains  distributions  are taxable as capital  gains,
         regardless of how long you have held your shares.

         After each calendar  year,  Evergreen  Service  Company will mail you a
statement  indicating  which of that year's  distributions  you should  treat as
ordinary  income and which you should treat as capital gains.  Distributions  of
income or capital gains may also be subject to state and local taxes. You should
always consult your tax adviser for specific guidance as to the tax consequences
of your investment in the Fund.

SHAREHOLDER SERVICES

         Details on all  shareholder  services  may be obtained  from  Evergreen
Service Company by calling toll free  1-800-343-2898  or by writing to Evergreen
Service Company.


                                                        40

<PAGE>



Subaccount.  Special processing has been arranged with Evergreen Service Company
for banks and other  institutions  that wish to open multiple accounts (a master
account and subaccounts). An investor wishing to use Evergreen Service Company's
subaccounting  facilities  will be required to enter into a separate  agreement,
with the  charges to be  determined  on the basis of the level of services to be
rendered.  Subaccounts  may be opened with the initial  investment or at a later
date and may be established by an investor with  registration  either by name or
by number.

                                                   FUND DETAILS

FUND ORGANIZATION AND SERVICE PROVIDERS

Fund  Structure.  The Fund is an investment  pool,  which invests  shareholders'
money towards a specified goal. The Fund is a diversified series of an open-end,
investment  management company,  called Evergreen Select Fixed Income Trust. The
Trust is a Delaware business trust organized on September 18, 1997.

Board of  Trustees.  The  Trust is  supervised  by a Board of  Trustees  that is
responsible for representing  the interests of  shareholders.  The Trustees meet
periodically  throughout the year to oversee the Fund's  activities,  reviewing,
among other  things,  its  performance  and its  contractual  arrangements  with
various service providers.

Shareholder  Rights. All shareholders  participate equally in distributions from
the  Fund's  assets  and  have  equal  voting,  liquidation  and  other  rights.
Shareholders  may exchange shares as described under  "Exchanges," but will have
no other preference,  conversion, exchange or preemptive rights. When issued and
paid for,  your  shares will be fully paid and  non-assessable.  Fund shares are
redeemable,  transferable  and freely  assignable as  collateral.  The Trust may
establish additional classes or series of shares.

         The Fund  does not hold  annual  shareholder  meetings;  the Fund  may,
however,  hold  special  meetings  for such  purposes  as  electing  or removing
Trustees,  changing  fundamental  policies  and  approving  investment  advisory
agreements  or  12b-1  plans.  In  addition,  the  Fund is  prepared  to  assist
shareholders  in  communicating  with one another for the purpose of convening a
meeting to elect  Trustees.  If any matters are to be voted on by  shareholders,
each share owned as of the record date for the meeting  would be entitled to one
vote for each dollar of NAV applicable to such share.

Adviser.  The investment  adviser to the Fund is the Capital Management Group of
First Union  National Bank  ("FUNB"),  a subsidiary  of First Union  Corporation
("First Union"). First Union is located at 301 South College Street, and FUNB at
201 South College Street, Charlotte, North Carolina 28288-0630.  First Union and
its subsidiaries  provide a broad range of financial services to individuals and
businesses throughout the United States.

                                                        41

<PAGE>



         FUNB is  entitled  to  receive an  advisory  fee from the Fund equal to
0.60% of average daily net assets, computed daily and paid monthly.

Sub-Adviser.  AnalyticoTSA International, Inc. ("Analytic") serves 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.  Under this  agreement,  FUNB has  delegated to Analytic
day-to-day portfolio management functions for the Fund. FUNB pays Analytic at an
annual rate of 0.30% out of the advisory fee which FUNB receives from the Fund.

Portfolio  Manager.  The portfolio  manager of the Fund 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 Assets  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.

Distributor.  Evergreen  Distributor,  Inc., 125 West 55th Street, New York, New
York 10019, markets the Fund and distributes its shares through  broker-dealers,
financial planners and other financial  representatives.  Evergreen Distributor,
Inc. is a subsidiary of The BISYS Group,  Inc. and is not affiliated  with First
Union.

Transfer Agent.  Evergreen  Service  Company,  200 Berkeley Street,  Boston,  MA
02116-5034,  handles shareholder services,  including record keeping and account
statements,  distribution  of  dividends  and capital  gains and  processing  of
transactions.

Administrator.  Evergreen Investment Services,  Inc., subject to the supervision
and control of the Trust's Board of Trustees, provides the Fund with facilities,
equipment and personnel. For its services as administrator, Evergreen Investment
Services, Inc. is entitled to receive a fee based on the aggregate average daily
net assets of the Fund at a rate based on the total  assets of all mutual  funds
advised by First Union  subsidiaries.  The  administration  fee is calculated in
accordance with the following schedule:

                         Aggregate Average Daily Net Assets Of
                         Mutual Funds For Which Any
                         Subsidiary Of First Union Serves
  Administrative Fee     As Investment Adviser
         0.050%                 on the first $7 billion
         0.035%                 on the next $3 billion

                                                        42

<PAGE>



         0.030%                 on the next $5 billion
         0.020%                 on the next $10 billion
         0.015%                 on the next $5 billion
         0.010%                 on assets in excess of $30 billion

Custodian.  State  Street  Bank  and  Trust  Company,  P.O.  Box  9021,  Boston,
Massachusetts  02205-9827,  keeps custody of the Fund's  securities and cash and
performs other related duties.

OTHER INFORMATION AND POLICIES

Year 2000 Risks.  The Fund could be adversely  affected if computers used by the
Fund's service  providers do not properly process  information  dated January 1,
2000 and after.  The Fund's  service  providers are taking steps to address Year
2000 risks with respect to computer  systems on which the Fund depends.  At this
time, however,  there can be no assurance that these steps will be sufficient to
avoid any adverse impact on the Fund.

Banking Laws.  The  Glass-Steagall  Act and other  banking laws and  regulations
presently  prohibit a bank  holding  company or its  affiliates  (a "Bank") from
sponsoring, organizing,  controlling, or distributing the shares of a registered
open-end  investment  company  such  as the  Fund.  However,  a Bank  may act as
investment  adviser,  transfer  agent  or  custodian  to a  registered  open-end
investment  company.  A Bank may also  purchase  shares of such  company and pay
third parties for performing these functions.

Securities  Transactions.  Under  policies  established  by the Trust's Board of
Trustees,   FUNB  and  Analytic  select   broker-dealers  to  execute  portfolio
transactions  subject to the receipt of best  execution.  In so doing,  FUNB and
Analytic may select  broker-dealers who are affiliated with FUNB. Moreover,  the
Fund  may  pay  higher  commissions  to  broker-dealers  that  provide  research
services,  which FUNB and  Analytic  may use in advising the Fund or their other
clients.

Portfolio Turnover.  The estimated annual portfolio turnover rate
for the Fund is not expected to exceed 100%.

Code of Ethics.  The Fund,  FUNB and Analytic have each adopted a code of ethics
incorporating  policies on personal securities trading. In general,  these codes
of ethics  require that certain  personnel of the Fund and FUNB (1) abstain from
engaging in certain personal  trading  practices and (2) report certain personal
trading activities.

Other  Classes of Shares.  The Fund offers two classes of shares,  Institutional
and Institutional  Service.  Only Institutional  shares are offered through this
prospectus.  Call  Evergreen  Service  Company  for  further  information  or  a
prospectus offering Institutional Service shares of the Fund.



                                                        43

<PAGE>


















Investment Adviser
First Union National Bank, 201 South College Street, Charlotte,
North Carolina 28288-0630

Custodian
State Street Bank and Trust Company, P.O. Box 9021, Boston,
Massachusetts 02205-9827

Transfer Agent
Evergreen Service Company, 200 Berkeley Street, Boston,
Massachusetts 02116-5034

Legal Counsel
Sullivan & Worcester LLP, 1025 Connecticut Avenue, N.W.,
Washington, D.C. 20036

Independent Auditors
Price Waterhouse LLP, 1177 Avenue of the Americas, New York, New
York 10036

Distributor
Evergreen Distributor, Inc., 125 West 55th Street, New York, New
York 10019






F:\DCM\SALEM24\INTERFIX.EDG

                                                        44

<PAGE>











                                        EVERGREEN SELECT FIXED INCOME TRUST
                                                200 Berkeley Street
                                            Boston, Massachusetts 02116
                                                  (800) 633-2700


                     STATEMENT OF ADDITIONAL INFORMATION

                                JULY 10, 1998


                  Evergreen Select International Bond Fund
                                (the "Fund")

          The  Fund is a  series  of an  open-end  management
        investment company,  known as "Evergreen Select Fixed
        Income Trust" (the "Trust").


         This statement of additional  information  ("SAI") provides  additional
information  about all classes of shares of the Fund. It is not a prospectus and
you should read it in conjunction  with the Fund's  prospectuses  dated July 10,
1998,  as  supplemented  from  time  to  time.  You  may  obtain  a copy  of the
prospectuses from Evergreen Distributor, Inc.



                                                        45

<PAGE>



                                                 TABLE OF CONTENTS



INVESTMENT POLICIES........................................   3
         Additional Information on Securities and Investment
         Practices............................................3
         Investment Restrictions and Guidelines...............22
MANAGEMENT OF THE TRUST....................................   25
INVESTMENT ADVISORY AND OTHER SERVICES.....................   29
         Investment Adviser...................................29
         Sub-Adviser..........................................31
         Distributor..........................................31
         Distribution Plan....................................31
         Additional Service Providers.........................32
BROKERAGE ALLOCATION AND OTHER PRACTICES...................   33
         Selection of Brokers.................................33
         Brokerage Commissions................................33
         General Brokerage Policies...........................34
TRUST ORGANIZATION.........................................   34
         Form of Organization.................................34
         Description of Shares................................35
         Voting Rights........................................35
         Limitation of Trustees' Liability....................35
PURCHASE, REDEMPTION AND PRICING OF FUND SHARES............   36
         Exchanges............................................36
         How the Fund Values Shares...........................36
         Shareholder Services.................................37
PRINCIPAL UNDERWRITER......................................   37
ADDITIONAL TAX INFORMATION ................................   39
ADDITIONAL INFORMATION.....................................   40
APPENDIX...................................................   A-1 
                                                        46

<PAGE>



                                                INVESTMENT POLICIES


         The  investment  objective  of  the  Fund  and  a  description  of  the
securities in which the Fund may invest is set forth in the Fund's prospectuses.
The following expands upon the discussion in the prospectuses  regarding certain
investments of the Fund.


ADDITIONAL INFORMATION ON SECURITIES AND INVESTMENT PRACTICES

Foreign Securities

         The Fund may invest in foreign securities or U.S.  securities traded in
foreign markets.  Permissible  investments may consist of obligations of foreign
branches of U.S. banks and of foreign banks,  including European certificates of
deposit, European time deposits,  Canadian time deposits and Yankee certificates
of deposit, and investments in Canadian commercial paper, foreign securities and
Europaper.  These  instruments  may  subject the Fund to  investment  risks that
differ in some respects from those related to investments in obligations of U.S.
issuers. Such risks include future adverse political and economic  developments;
the possible  imposition of withholding  taxes on interest or other income;  the
possible seizure,  nationalization,  or expropriation of foreign  deposits;  the
possible  establishment of exchange controls or taxation at the source;  greater
fluctuations in value due to changes in exchange rates, or the adoption of other
foreign  governmental  restrictions  which might adversely affect the payment of
principal and interest on such  obligations.  Such  investments  may also entail
higher custodial fees and sales commissions than domestic  investments.  Foreign
issuers of securities or obligations  are often subject to accounting  treatment
and  engage in  business  practices  different  from those  respecting  domestic
issuers of similar securities or obligations. Foreign branches of U.S. banks and
foreign banks may be subject to less stringent  reserve  requirements than those
applicable to domestic branches of U.S. banks.

Derivatives

         Derivatives  are  financial  contracts  whose  value  depends on, or is
derived from, the value of an underlying asset,  reference rate or index.  These
assets,  rates, and indices may include bonds, stocks,  mortgages,  commodities,
interest  rates,  currency  exchange  rates,  bond indices,  and stock  indices.
Derivatives  may  be  standardized,  exchange-traded  contracts  or  customized,
privately  negotiated  contracts.  Exchange-traded  derivatives  tend to be more
liquid and subject to less credit risk than those that are privately negotiated.

         There are four  principal  types of derivative  instruments -- options,
futures,  forwards,  and swaps -- from which  virtually  any type of  derivative
transaction can be created. Debt instruments

                                                        47

<PAGE>



that  incorporate  one or more of  these  building  blocks  for the  purpose  of
determining the principal  amount of and/or rate of interest payable on the debt
instruments are often referred to as "structured securities." An example of this
type of structured  security is indexed  commercial paper. The term is also used
to describe certain  securities  issued in connection with the  restructuring of
certain  foreign  obligations.  The term  "derivative" is also sometimes used to
describe  securities  involving  rights to a portion  of the cash  flows from an
underlying  pool of  mortgages  or other  assets from which  payments are passed
through to the owner of, or that collateralize, the securities.

         The Fund can use  derivatives to earn income,  to enhance  returns,  to
hedge or adjust the risk profile of the portfolio,  in place of more traditional
direct investments or to obtain exposure to otherwise  inaccessible markets. The
Fund's use of derivatives for non-hedging purposes entails greater risks than if
the Fund were to derivatives solely for hedging purposes.

         Derivatives are a valuable tool which, when used properly,  can provide
significant  benefits  to  the  Fund's  shareholders.  The  Fund's  Adviser  and
Sub-Adviser  (as  hereinafter  defined) are not aggressive  users of derivatives
with  respect  to the  Fund.  However,  the  Fund may  take  positions  in those
derivatives that are within its investment policies if, in the Adviser's or Sub-
Adviser's  judgment,  this  represents  an  effective  response  to  current  or
anticipated  market  conditions.   The  Adviser's  and  Sub-  Adviser's  use  of
derivatives  is subject to  continuous  risk  assessment  and  control  from the
standpoint of the Fund's investment objective and policies.  While the judicious
use of derivatives by experienced  investment managers,  such as the Adviser and
Sub-Adviser,  can be beneficial,  derivatives also involve risks different from,
and, in certain  cases,  greater than, the risks  presented by more  traditional
investments.  Following is a general  discussion  of important  risk factors and
issues concerning the use of derivatives that investors should understand before
investing in the Fund.

         Market Risk -- This is the general risk  attendant  to all  investments
that the value of a particular  investment will decline or otherwise change in a
way detrimental to the Fund's interest.

         Management   Risk  --  Derivative   products  are  highly   specialized
instruments that require investment  techniques and risk analyses different from
those  associated  with stocks and bonds.  The use of a  derivative  requires an
understanding not only of the underlying instrument,  but also of the derivative
itself, without the benefit of observing the performance of the derivative under
all possible market conditions.  Because derivatives are complex,  the Fund, the
Adviser  and the  Sub-  Adviser  must  (1)  maintain  controls  to  monitor  the
transactions entered into, (2) assess the risk that a derivative adds to the

                                                        48

<PAGE>



Fund's portfolio and (3) forecast price, interest rate or currency exchange rate
movements correctly.

         Credit  Risk -- This is the risk that the Fund may lose  money  because
the other party to a derivative  (usually  called a "counter  party")  failed to
comply  with  the  terms  of  the  derivative  contract.  The  credit  risk  for
exchange-traded  derivatives  is generally  less than for  privately  negotiated
derivatives, because the clearing house, which is the issuer or counter party to
each  exchange-traded  derivative,  guarantees  performance.  This  guarantee is
supported by a daily payment system (i.e., margin requirements)  operated by the
clearing  house  to  reduce  overall  credit  risk.  For  privately   negotiated
derivatives, there is no similar clearing agency guarantee.  Therefore, the Fund
considers the  creditworthiness of each counter party to a privately  negotiated
derivative in evaluating potential credit risk.

         Liquidity Risk -- Liquidity risk is the possibility  that the Fund will
have  difficulty  buying or selling a  particular  instrument.  If a  derivative
transaction is  particularly  large or if the relevant market is illiquid (as is
the case with many privately negotiated  derivatives),  the Fund may not be able
to initiate a transaction or liquidate a position at an advantageous price.

         Leverage  Risk -- Since many  derivatives  have a  leverage  component,
adverse changes in the value or level of the underlying asset, rate or index can
result  in a  loss  substantially  greater  than  the  amount  invested  in  the
derivative  itself.  In the case of swaps, the risk of loss generally is related
to a notional  principal  amount,  even if the parties have not made any initial
investment.   Certain   derivatives  have  the  potential  for  unlimited  loss,
regardless of the size of the initial investment.

         Other  Risks -- Other  risks in using  derivatives  include the risk of
mispricing or improper  valuation and the inability of  derivatives to correlate
perfectly with underlying  assets,  rates,  and indices.  Many  derivatives,  in
particular  privately  negotiated  derivatives,  are  complex  and often  valued
subjectively.   Improper   valuations  can  result  in  increased  cash  payment
requirements to counter  parties or a loss of value to the Fund.  Derivatives do
not always  perfectly or even highly correlate or track the value of the assets,
rates or indices they are designed to closely  track.  Consequently,  the Fund's
use of derivatives  may not always be an effective means of, and sometimes could
be counterproductive to, furthering the Fund's investment objective.

Options Transactions

     Writing Covered Options.  The Fund may write (i.e.,  sell) covered call and
put options.  By writing a call option,  the Fund becomes  obligated  during the
term of the option to deliver the

                                                        49

<PAGE>



securities  underlying the option upon payment of the exercise price.  Writing a
put option  obligates  the Fund  during the term of the option to  purchase  the
securities  underlying  the option at the  exercise  price if the  option  buyer
exercises the option. The Fund also may write straddles (combinations of covered
puts and calls on the same underlying security).

         The Fund may only write  "covered"  options.  This means that while the
Fund is  obligated  as the  writer of a call  option it will own the  underlying
securities  subject to the option or, with call options on U.S.  Treasury bills,
it might own  similar  U.S.  Treasury  bills.  If the Fund has  written  options
against all of its securities that are available for writing  options,  the Fund
may be unable to write additional  options unless it sells some of its portfolio
holdings to obtain new securities  against which it can write  options.  If this
were to occur, higher portfolio turnover and  correspondingly  greater brokerage
commissions and other  transaction  costs may result.  The Fund does not expect,
however,  that  this will  occur.  The Fund will be  considered  "covered"  with
respect to a put option it writes if, while it is obligated as the writer of the
put option, it deposits and maintains with its custodian in a segregated account
liquid assets having a value equal to or greater than the exercise  price of the
option.

         The  principal  reason for  writing  call or put  options is to obtain,
through a receipt of premiums,  a greater  current return than would be realized
on the underlying  securities  alone. The Fund receives a premium from writing a
call or put option, which it retains whether or not the option is exercised.  By
writing  a call  option,  the  Fund  might  lose the  potential  for gain on the
underlying  security while the option is open, and, by writing a put option, the
Fund might become  obligated to purchase the  underlying  security for more than
its current market price upon exercise.

         Purchasing  Options.  The  Fund  may  purchase  put  or  call  options,
including  put or call  options for  offsetting  previously  written put or call
options of the same series,  except that premiums on all puts  outstanding  will
not exceed 2% of total assets.  Once the Fund has written a covered  option,  it
will  continue to hold the  segregated  securities  or assets until it effects a
closing  purchase  transaction.  If the  Fund is  unable  to  close  the  option
position,  it must hold the  segregated  securities  or assets  until the option
expires  or is  exercised.  An  option  position  may be  closed  out  only in a
secondary  market for an option of the same series.  Although the Fund generally
writes  only those  options for which  there  appears to be an active  secondary
market,  there is no assurance that a liquid secondary market will exist for any
particular  option at any particular  time, and, for some options,  no secondary
market  may  exist.  In  such  event,  effecting  a  closing  transaction  for a
particular option might not be possible.


                                                        50

<PAGE>



         Options on some  securities are relatively new, and predicting how much
trading  interest there will be for such options is impossible.  There can be no
assurance  that viable  markets will  develop or  continue.  The failure of such
markets to develop or continue could significantly  impair the Fund's ability to
use such options to achieve its investment objective.

         The Fund will  include  the  premiums  it has paid for the  purchase of
unlisted  options  and the  value of  securities  used to cover  options  it has
written for  purposes of  calculating  whether  the Fund has  complied  with its
policies on illiquid securities.

Futures Transactions and Related Options Transactions

         The Fund intends to enter into financial  futures  contracts as a hedge
against  changes  in  prevailing  levels  of  interest  rates  to seek  relative
stability of principal and to establish more definitely the effective  return on
securities  held or intended  to be  acquired by the Fund or as a hedge  against
changes in the prices of  securities  held by the Fund or to be  acquired by the
Fund.  The Fund's  hedging may include sales of futures as an offset against the
effect  of  expected  increases  in  interest  rates or  securities  prices  and
purchases  of futures as an offset  against the effect of  expected  declines in
interest rates.

         For example,  when the Fund anticipates a significant  market or market
sector  advance,  it will  purchase a stock  index  futures  contract as a hedge
against not  participating  in such advance at a time when the Fund is not fully
invested.  The purchase of a futures  contract serves as a temporary  substitute
for the  purchase of  individual  securities  which may then be  purchased in an
orderly fashion. As such purchases are made, an equivalent amount of index based
futures contracts would be terminated by offsetting sales. In contrast, the Fund
would sell stock index  futures  contracts  in  anticipation  of or in a general
market or market sector  decline that may  adversely  affect the market value of
the Fund's  portfolio.  To the extent that the Fund's portfolio changes in value
in correlation with a given index,  the sale of futures  contracts on that index
would  substantially  reduce the risk to the  portfolio  of a market  decline or
change in  interest  rates,  and,  by doing so,  provide an  alternative  to the
liquidation  of the Fund's  securities  positions and the resulting  transaction
costs.

         The Fund intends to engage in options transactions which are related to
financial  futures  contracts for hedging  purposes and in  connection  with the
hedging strategies described above.

         Although techniques other than sales and purchases of futures contracts
and related options  transactions could be used to reduce the Fund's exposure to
interest  rate  and/or  market  fluctuations,  the Fund may be able to hedge its
exposure  more  effectively  and perhaps at a lower cost through  using  futures
contracts and related  options  transactions.  While the Fund does not intend to
take delivery of the instruments underlying futures

                                                        51

<PAGE>



contracts it holds, the Fund does not intend to engage in such futures contracts
for speculation.

         Futures   Contracts.   Futures   contracts  are   transactions  in  the
commodities  markets rather than in the securities  markets.  A futures contract
creates  an  obligation  by the  seller to  deliver  to the buyer the  commodity
specified in the contract at a specified  future time for a specified price. The
futures  contract creates an obligation by the buyer to accept delivery from the
seller of the commodity specified at the specified future time for the specified
price. In contrast,  a spot transaction creates an immediate  obligation for the
seller to deliver and the buyer to accept  delivery of and pay for an identified
commodity. In general,  futures contracts involve transactions in fungible goods
such as wheat,  coffee and soybeans.  However,  in the last decade an increasing
number  of  futures  contracts  have  been  developed  which  specify  financial
instruments or financially based indexes as the underlying commodity.

         Interest Rate Futures  Contracts.  The sale of an interest rate futures
contract  creates an obligation  by the Fund, as seller,  to deliver the type of
financial  instrument specified in the contract at a specified future time for a
specified  price.  The purchase of an interest rate futures  contract creates an
obligation  by the  Fund,  as  purchaser,  to  accept  delivery  of the  type of
financial instrument specified at a specified future time for a specified price.
The specific securities delivered or accepted, respectively, at settlement date,
are  not  determined  until  at or  near  that  date.  The  determination  is in
accordance with the rules of the exchange on which the futures  contract sale or
purchase was made.

         Index Based  Futures  Contracts,  Other Than Stock Index  Based.  It is
expected that bond index and other  financially  based index  futures  contracts
will be developed in the future. It is anticipated that such index based futures
contracts  will be structured  in the same way as stock index futures  contracts
but will be  measured  by changes in interest  rates,  related  indexes or other
measures,  such as the  consumer  price  index.  In the event that such  futures
contracts are developed,  the Fund will sell interest rate index and other index
based futures  contracts to hedge  against  changes which are expected to affect
the Fund's portfolio.

         The purchase or sale of a futures contract differs from the purchase or
sale of a security, in that no price or premium is paid or received. Instead, to
initiate trading an amount of cash, cash equivalents,  money market instruments,
or U.S.  Treasury bills equal to approximately 1 1/2% (up to 5%) of the contract
amount must be  deposited  by the Fund with the broker.  This amount is known as
initial  margin.  The  nature of  initial  margin  in  futures  transactions  is
different from that of margin in security transactions.  Futures contract margin
does not involve the borrowing of funds by the customer to finance the

                                                        52

<PAGE>



transactions.  Rather, the initial margin is in the nature of a performance bond
or good  faith  deposit  on the  contract  which is  returned  to the Fund  upon
termination of the futures  contract  assuming all contractual  obligations have
been satisfied.  The margin required for a particular futures contract is set by
the exchange on which the contract is traded and may be  significantly  modified
from time to time by the exchange during the term of the contract.

         Subsequent  payments,  called variation  margin, to the broker and from
the broker, are made on a daily basis as the value of the underlying  instrument
or index fluctuates  making the long and short positions in the futures contract
more or less valuable, a process known as mark-to-market.  For example, when the
Fund has purchased a futures contract and the price of the underlying  financial
instrument or index has risen,  that position will have increased in value,  and
the Fund will receive from the broker a variation  margin  payment equal to that
increase in value.  Conversely,  where the Fund has purchased a futures contract
and the price of the underlying financial instrument or index has declined,  the
position  would be less  valuable  and the  Fund  would  be  required  to make a
variation  margin payment to the broker.  At any time prior to expiration of the
futures  contract,   the  Fund  may  elect  to  close  the  position.   A  final
determination of variation  margin is then made,  additional cash is required to
be paid to or released by the broker, and the Fund realizes a loss or gain.

         The Trust  intends to enter into  arrangements  with its  custodian and
with brokers to enable the initial  margin of the Fund and any variation  margin
to be held in a segregated account by its custodian on behalf of the broker.

         Although interest rate futures contracts by their terms call for actual
delivery  or  acceptance  of  financial  instruments,  and index  based  futures
contracts  call for the  delivery  of cash equal to the  difference  between the
closing value of the index on the expiration  date of the contract and the price
at which the futures  contract is  originally  made,  in most cases such futures
contracts are closed out before the settlement date without the making or taking
of delivery.  Closing out a futures  contract  sale is effected by an offsetting
transaction  in which the Fund enters into a futures  contract  purchase for the
same aggregate amount of the specific type of financial  instrument or index and
same delivery date. If the price in the sale exceeds the price in the offsetting
purchase,  the Fund is paid the  difference  and thus  realizes  a gain.  If the
offsetting  purchase price exceeds the sale price,  the Fund pays the difference
and realizes a loss.  Similarly,  the closing out of a futures contract purchase
is effected by an offsetting transaction in which the Fund enters into a futures
contract sale. If the offsetting sale price exceeds the purchase price, the Fund
realizes a gain.  If the purchase  price exceeds the  offsetting  sale price the
Fund realizes a loss. The amount of the Fund's gain or loss on any

                                                        53

<PAGE>



transaction is reduced or increased, respectively, by the amount
of any transaction costs incurred by the Fund.

         As an example of an offsetting transaction, the contractual obligations
arising  from the sale of one contract of September  U.S.  Treasury  bills on an
exchange  may be  fulfilled  at any time  before  delivery  of the  contract  is
required (i.e., on a specified date in September,  the "delivery  month") by the
purchase of one contract of September U.S.  Treasury bills on the same exchange.
In such instance the difference  between the price at which the futures contract
was sold and the price paid for the  offsetting  purchase,  after  allowance for
transaction costs, represents the profit or loss to the Fund.

         There can be no assurance, however, that the Fund will be able to enter
into an  offsetting  transaction  with  respect to a  particular  contract  at a
particular  time.  If  the  Fund  is  not  able  to  enter  into  an  offsetting
transaction,  the Fund will  continue  to be  required  to  maintain  the margin
deposits on the contract and to complete the contract according to its terms.

         Options on Financial Futures. The Fund intends to purchase call and put
options on  financial  futures  contracts  and sell such options to terminate an
existing  position.  Options on futures are similar to options on stocks  except
that an option on a futures  contract  gives the purchaser the right,  in return
for the  premium  paid,  to  assume a  position  in a futures  contract  (a long
position  if the option is a call and a short  position  if the option is a put)
rather than to purchase or sell stock at a specified  exercise price at any time
during the period of the option.  Upon  exercise of the option,  the delivery of
the  futures  position  by the  writer of the option to the holder of the option
will be  accompanied  by delivery  of the  accumulated  balance in the  writer's
futures margin  account.  This amount  represents the amount by which the market
price of the futures contract at exercise exceeds,  in the case of a call, or is
less than, in the case of a put, the exercise price of the option on the futures
contract. If an option is exercised the last trading day prior to the expiration
date of the option,  the  settlement  will be made entirely in cash equal to the
difference  between  the  exercise  price of the option and value of the futures
contract.

         The Fund  intends to use  options on  financial  futures  contracts  in
connection with hedging strategies.  In the future the Fund may use such options
for other purposes.

         Purchase  of  Put  Options  on  Futures  Contracts.   The  purchase  of
protective  put options on  financial  futures  contracts  is  analogous  to the
purchase of protective  puts on individual  stocks,  where an absolute  level of
protection is sought below which no  additional  economic loss would be incurred
by the Fund. Put options may be purchased to hedge a portfolio of stocks or debt
instruments  or a position in the futures  contract upon which the put option is
based.


                                                        54

<PAGE>



         Purchase of Call  Options on Futures  Contracts.  The  purchase of call
options on financial futures contracts represents a means of obtaining temporary
exposure to market appreciation at limited risk. It is analogous to the purchase
of a call option on an individual stock, which can be used as a substitute for a
position in the stock itself. Depending on the pricing of the option compared to
either the  futures  contract  upon which it is based,  or upon the price of the
underlying financial  instrument or index itself,  purchase of a call option may
be less risky than the  ownership  of the interest  rate or index based  futures
contract  or the  underlying  securities.  Call  options  on  commodity  futures
contracts  may be  purchased  to hedge  against an interest  rate  increase or a
market advance when the Fund is not fully invested.

         Use of New Investment  Techniques Involving Financial Futures Contracts
or Related  Options.  The Fund may employ new  investment  techniques  involving
financial  futures  contracts  and  related  options.  The Fund  intends to take
advantage of new  techniques in these areas which may be developed  from time to
time and which are consistent with the Fund's  investment  objective.  The Trust
believes that no additional  techniques  have been  identified for employment by
the Fund in the foreseeable future other than those described above.

         Limitations  on  Purchase  and Sale of Futures  Contracts  and  Related
Options  on Such  Futures  Contracts.  The Fund  will not  enter  into a futures
contract or an option if, as a result thereof,  more than 5% of the Fund's total
assets (taken at market value at the time of entering  into the contract)  would
be  committed  to margin  deposits  on such  futures  contracts,  including  any
premiums paid for options on futures, or where the Fund's obligations under such
futures and options would exceed 20% of the Fund's total assets.

         The Fund  intends  that  its  futures  contracts  and  related  options
transactions  will be entered into for traditional  hedging  purposes.  That is,
futures  contracts  will be sold to  protect  against a decline  in the price of
securities that the Fund owns, or futures contracts will be purchased to protect
the Fund against an increase in the price of  securities it intends to purchase.
The Fund does not intend to enter into futures contracts for speculation.

         In instances  involving the purchase of futures  contracts by the Fund,
an amount of cash and cash equivalents, equal to the market value of the futures
contracts,  will be deposited in a segregated account with the Trust's custodian
and/or in a margin  account  with a broker to  collateralize  the  position  and
thereby insure that the use of such futures is unleveraged.

         Risks of Futures  Contracts.  Financial  futures  contracts  prices are
volatile and are  influenced,  among other  things,  by changes in stock prices,
market  conditions,  prevailing  interest rates and anticipation of future stock
prices, market movements

                                                        55

<PAGE>



or  interest  rate  changes,  all of  which  in turn are  affected  by  economic
conditions,  such as government  fiscal and monetary  policies and actions,  and
national and international political and economic events.

         At best, the correlation between changes in prices of futures contracts
and of the  securities  being  hedged  can be only  approximate.  The  degree of
imperfection of correlation  depends upon  circumstances,  such as variations in
speculative  market demand for futures  contracts and for securities,  including
technical  influences  in futures  contracts  trading;  differences  between the
securities being hedged and the financial instruments and indexes underlying the
standard futures contracts  available for trading,  in such respects as interest
rate levels,  maturities  and  creditworthiness  of issuers,  or  identities  of
securities comprising the index and those in the Fund's portfolio.  In addition,
futures  contract  transactions  involve  the  remote  risk that a party will be
unable to fulfill its  obligations and that the amount of the obligation will be
beyond the ability of the  clearing  broker to  satisfy.  A decision of whether,
when and how to hedge  involves the exercise of skill and  judgment,  and even a
well  conceived  hedge may be  unsuccessful  to some  degree  because  of market
behavior or unexpected interest rate trends.

         Because of the low margin deposits  required,  futures trading involves
an extremely  high degree of  leverage.  As a result,  a relatively  small price
movement in a futures contract may result in immediate and substantial  loss, as
well as gain, to the investor.  For example, if at the time of purchase,  10% of
the value of the futures  contract is deposited as margin, a 10% decrease in the
value  of the  futures  contract  would  result  in a total  loss of the  margin
deposit,  before any deduction for the  transaction  costs,  if the account were
then closed out, and a 15% decrease  would result in a loss equal to 150% of the
original  margin  deposit.  Thus,  a purchase or sale of a futures  contract may
result  in losses in excess of the  amount  invested  in the  futures  contract.
However,  the Fund would presumably have sustained comparable losses if, instead
of  entering  into the  futures  contract,  it had  invested  in the  underlying
financial  instrument.  Furthermore,  in order to be  certain  that the Fund has
sufficient assets to satisfy its obligations under a futures contract,  the Fund
will  establish a segregated  account in connection  with its futures  contracts
which will hold cash or cash equivalents  equal in value to the current value of
the underlying instruments or indices less the margins on deposit.

         Risks of  Options  on  Futures  Contracts.  In  addition  to the  risks
described above for financial futures contracts, there are several special risks
relating to options on futures contracts. The ability to establish and close out
positions on such options will be subject to the  development and maintenance of
a liquid secondary market.  There is no assurance that a liquid secondary market
will exist for any particular  contract or at any particular time. The Fund will
not purchase  options on any futures  contract unless and until it believes that
the market for

                                                        56

<PAGE>



such options has developed  sufficiently  that the risks in connection with such
options are not greater than the risks in connection with the futures contracts.
Compared  to the use of  futures  contracts,  the  purchase  of  options on such
futures  involves less  potential risk to the Fund because the maximum amount at
risk is the premium  paid for the options  (plus  transaction  costs).  However,
there may be circumstances when the use of an option on a futures contract would
result in a loss to the Fund,  even though the use of a futures  contract  would
not, such as when there is no movement in the level of the futures contract.

Loans of Securities

         To generate  income and offset  expenses,  the Fund may lend  portfolio
securities  to  broker-dealers  and  other  financial  institutions.   Loans  of
securities  by the Fund may not exceed 33 1/3% of the value of the Fund's  total
assets.  While securities are on loan, the borrower will pay the Fund any income
accruing  on the  security.  The Fund may invest any  collateral  it receives in
additional portfolio  securities,  such as U.S. Treasury notes,  certificates of
deposit,  other  high-grade,  short-term  obligations  or interest  bearing cash
equivalents.  Gains or losses in the market value of a security lent will affect
the Fund and its shareholders.

         When the Fund lends its  securities,  it will  require the  borrower to
give the Fund collateral in cash or government securities. The Fund will require
collateral  in an amount  equal to at least 100% of the current  market value of
the securities lent, including accrued interest.  The Fund has the right to call
a loan and obtain the  securities  lent any time on notice of not more than five
business days. The Fund may pay reasonable fees in connection with such loans.

         Although  voting  rights  attendant  to  securities  lent  pass  to the
borrower,  the Fund may call such loans at any time and may vote the  securities
if it believes a material event  affecting the investment is to occur.  The Fund
may experience a delay in receiving  additional  collateral or in recovering the
securities lent or may even suffer a loss of rights in the collateral should the
borrower of the  securities  fail  financially.  The Fund may only make loans to
borrowers deemed to be of good standing,  under standards  approved by the Board
of Trustees,  when the income to be earned from the loan justifies the attendant
risks.

Payment-in-kind Securities

         Payment-in-kind  ("PIK")  securities  pay  interest  in either  cash or
additional  securities,  at the issuer's  option,  for a specified  period.  The
issuer's option to pay in additional securities typically ranges from one to six
years,  compared to an average  maturity for all PIK securities of eleven years.
Call  protection  and sinking fund  features are  comparable to those offered on
traditional debt issues.

                                                        57

<PAGE>



         PIKs,  like  zero  coupon  bonds,   are  designed  to  give  an  issuer
flexibility in managing cash flow. Several PIKs are senior debt. In other cases,
where  PIKs  are   subordinated,   most  senior  lenders  view  them  as  equity
equivalents.

         An advantage  of PIKs for the issuer -- as with zero coupon  securities
- -- is that interest  payments are automatically  compounded  (reinvested) at the
stated coupon rate, which is not the case with cash-paying securities.  However,
PIKs are gaining  popularity  over zero coupon bonds since interest  payments in
additional securities can be monetized and are more tangible than accretion of a
discount.

         As a group,  PIK bonds trade flat  (i.e.,  without  accrued  interest).
Their price is expected to reflect an amount  representing  accredited  interest
since the last payment.  PIKs generally  trade at higher yields than  comparable
cash-paying  securities of the same issuer. Their premium yield is the result of
the lesser  desirability  of non-cash  interest,  the more limited  audience for
non-cash  paying  securities,  and the fact that  many PIKs have been  issued to
equity investors who do not normally own or hold such securities.

         Calculating the true yield on a PIK security requires a discounted cash
flow  analysis  if the  security  (ex  interest)  is  trading  at a premium or a
discount  because the  realizable  value of additional  payments is equal to the
current market value of the underlying security, not par.

         Regardless of whether PIK securities are senior or deeply subordinated,
issuers are highly  motivated to retire them because they are usually their most
costly form of capital.

Repurchase Agreements

         The  Fund  may  invest  up to 35% of its  total  assets  in  repurchase
agreements. The Fund may enter into repurchase agreements with entities that are
registered U.S.  government  securities  dealers,  including member banks of the
Federal Reserve System having at least $1 billion in assets,  primary dealers in
U.S.  government  securities  or other  financial  institutions  believed by the
Fund's  Adviser to be  creditworthy.  A repurchase  agreement is an agreement by
which a person (e.g., the Fund) obtains a security and simultaneously commits to
return the security to the seller (a member bank of the Federal  Reserve  System
or recognized  securities  dealer) at an agreed upon price (including  principal
and  interest) on an agreed upon date within a number of days  (usually not more
than seven) from the date of purchase.  The resale  price  reflects the purchase
price plus an agreed  upon market rate of  interest  which is  unrelated  to the
coupon rate or maturity  of the  underlying  security.  A  repurchase  agreement
involves  the  obligation  of the seller to pay the  agreed  upon  price,  which
obligation is in effect secured by the value of the underlying security.


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<PAGE>



         The  Fund or its  custodian  will  take  possession  of the  securities
subject to repurchase agreements,  and these securities will be marked to market
daily. To the extent that the original seller does not repurchase the securities
from the Fund, the Fund could receive less than the repurchase price on any sale
of such  securities.  In the  event  that  such a  defaulting  seller  filed for
bankruptcy or became insolvent, disposition of such securities by the Fund might
be delayed  pending  court  action.  The Fund  believes  that under the  regular
procedures  normally  in effect for custody of the Fund's  portfolio  securities
subject to repurchase  agreements,  a court of competent jurisdiction would rule
in favor of the Fund and allow retention or disposition of such securities.  The
Fund will only enter into repurchase  agreements with banks and other recognized
financial institutions, such as broker-dealers,  which are deemed by the Adviser
to be creditworthy pursuant to guidelines established by the Trustees.

Restricted and Illiquid Securities

         Pursuant to Rule 144A under the  Securities  Act of 1933 ("Rule 144A"),
the  Board  of  Trustees  of the  Trust  determines  the  liquidity  of  certain
restricted  securities.  Rule 144A is a  non-exclusive  safe  harbor for certain
secondary market  transactions  involving  securities subject to restrictions on
resale under  federal  securities  laws.  Rule 144A  provides an exemption  from
registration  for  resales  of  otherwise  restricted  securities  to  qualified
institutional buyers. Rule 144A was expected to further enhance the liquidity of
the  secondary  market for  securities  eligible  for sale  under Rule 144A.  In
determining  the  liquidity  of  certain  restricted   securities  the  Trustees
consider:  (i) the  frequency  of trades and quotes for the  security;  (ii) the
number of dealers  willing to  purchase or sell the  security  and the number of
other  potential  buyers;  (iii)  dealer  undertakings  to make a market  in the
security;  and (iv) the nature of the security and the nature of the marketplace
trades.

Reverse Repurchase Agreements

         The  Fund may  invest  up to 33 1/3% of its  total  assets  in  reverse
repurchase agreements. Under a reverse repurchase agreement, the Fund would sell
securities  and agree to  repurchase  them at a  mutually  agreed  upon date and
price.  Reverse repurchase  agreements involve the risk that the market value of
the  securities  the Fund is  obligated  to  repurchase  may  decline  below the
repurchase price.

U.S. Government Obligations

         The types of U.S. government obligations in which the Fund
may invest generally include obligations that the U.S. government
agencies or instrumentalities issued or guaranteed.

         These securities are backed by:


                                                        59

<PAGE>



         (1)      the discretionary authority of the U.S. government to
                  purchase certain obligations of agencies or
                  instrumentalities; or

         (2)      the  credit  of the  agency  or  instrumentality  issuing  the
                  obligations.  Examples of agencies and instrumentalities  that
                  may  not  always  receive  financial  support  from  the  U.S.
                  government are:

                  (i)      Farm Credit System, including the National Bank
                           for Cooperatives, Farm Credit Banks and Banks for
                           Cooperatives;

                  (ii)     Farmers Home Administration;

                  (iii)    Federal Home Loan Banks;

                  (iv)     Federal Home Loan Mortgage Corporation;

                  (v)      Federal National Mortgage Association; and

                  (vi)Student Loan Marketing Association

             GNMA  Securities

             The Fund may invest in securities issued by the Government National
Mortgage Association ("GNMA"), a wholly-owned U.S. Government corporation, which
guarantees the timely  payment of principal and interest,  but not premiums paid
to purchase  these  instruments.  The market value and  interest  yield of these
instruments  can  vary  due to  market  interest  rate  fluctuations  and  early
prepayments of underlying  mortgages.  These securities represent ownership in a
pool  of  federally  insured  mortgage  loans.  GNMA  certificates   consist  of
underlying  mortgages  with a  maximum  maturity  of 30 years.  However,  due to
scheduled and unscheduled  principal payments,  GNMA certificates have a shorter
average  maturity and,  therefore,  less principal  volatility than a comparable
30-year  bond.  Since  prepayment  rates  vary  widely,  it is not  possible  to
accurately predict the average maturity of a particular GNMA pool. The scheduled
monthly interest and principal  payments  relating to mortgages in the pool will
be "passed through" to investors. GNMA securities differ from conventional bonds
in that principal is paid back to the  certificate  holders over the life of the
loan  rather  than at  maturity.  As a result,  there will be monthly  scheduled
payments of  principal  and  interest.  In  addition,  there may be  unscheduled
principal payments representing prepayments on the underlying mortgages.

             Although  GNMA  certificates  may offer  yields  higher  than those
available from other types of U.S. Government securities,  GNMA certificates may
be less  effective  than other types of  securities  as a means of "locking  in"
attractive long-term rates because of the prepayment feature. For instance, when
interest rates decline, the value of a GNMA certificate likely will not

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<PAGE>



rise as much as comparable  debt  securities due to the prepayment  feature.  In
addition, these prepayments can cause the price of a GNMA certificate originally
purchased at a premium to decline in price compared to its par value,  which may
result in a loss.

Mortgage-Backed and Asset-Backed Securities

             The Fund may invest in mortgage-backed  securities and asset-backed
securities. Two principal types of mortgage-backed securities are collateralized
mortgage  obligations  ("CMOs")  and real estate  mortgage  investment  conduits
("REMICs").   CMOs  are  securities   collateralized   by  mortgages,   mortgage
pass-throughs,  mortgage  pay-through bonds (bonds representing an interest in a
pool of mortgages  where the cash flow  generated  from the mortgage  collateral
pool is  dedicated  to  bond  repayment),  and  mortgage-backed  bonds  (general
obligations  of the  issuers  payable  out of the  issuers'  general  funds  and
additionally  secured  by a  first  lien  on a pool of  single  family  detached
properties).  Many CMOs are issued with a number of classes or series which have
different maturities and are retired in sequence.

             Investors purchasing CMOs in the shortest maturities receive or are
credited with their pro rata portion of the  scheduled  payments of interest and
principal  on the  underlying  mortgages  plus all  unscheduled  prepayments  of
principal up to a predetermined portion of the total CMO obligation.  Until that
portion of such CMO  obligation  is repaid,  investors in the longer  maturities
receive interest only.  Accordingly,  the CMOs in the longer maturity series are
less  likely  than other  mortgage  pass-throughs  to be prepaid  prior to their
stated maturity. Although some of the mortgages underlying CMOs may be supported
by various types of insurance,  and some CMOs may be backed by GNMA certificates
or other mortgage pass-throughs issued or guaranteed by U.S. Government agencies
or instrumentalities, the CMOs themselves are not generally guaranteed.

             REMICs, which were authorized under the Tax Reform Act of 1986, are
private  entities  formed for the  purpose of holding a fixed pool of  mortgages
secured by an interest in real property. REMICs are similar to CMOs in that they
issue multiple classes of securities.

             In addition to mortgage-backed  securities,  the Fund may invest in
securities  secured by other assets,  including company  receivables,  truck and
auto loans,  leases,  and credit card  receivables.  These  issues may be traded
over-the-counter  and typically  have a  short-intermediate  maturity  structure
depending on the pay down  characteristics  of the underlying  financial  assets
which are passed through to the security holder.

             Credit card receivables are generally unsecured and the debtors are
entitled  to the  protection  of a number of state and federal  consumer  credit
laws,  many of which give such debtors the right to set off certain amounts owed
on the  credit  cards,  thereby  reducing  the  balance  due.  Most  issuers  of
asset-backed

                                                        61

<PAGE>



securities  backed  by  automobile  receivables  permit  the  servicers  of such
receivables to retain possession of the underlying obligations.  If the servicer
were to sell  these  obligations  to  another  party,  there is a risk  that the
purchaser would acquire an interest superior to that of the holders of the rated
asset-backed  securities.  In addition,  because of the large number of vehicles
involved in a typical issuance and technical  requirements under state laws, the
trustee  for  the  holders  of  asset-backed  securities  backed  by  automobile
receivables  may not have a proper  security  interest in all of the obligations
backing such receivables. Therefore, there is the possibility that recoveries on
repossessed  collateral may not, in some cases, be available to support payments
on these securities.

             In general,  issues of  asset-backed  securities  are structured to
include  additional  collateral  and/or  additional  credit  support  to protect
against the risk that a portion of the collateral  supporting  the  asset-backed
securities may default  and/or may suffer from these defects.  In evaluating the
strength of particular issues of asset-backed securities,  the Adviser considers
the financial strength of the guarantor or other provider of credit support, the
type and extent of credit enhancement  provided as well as the documentation and
structure of the issue itself and the credit support.

When-Issued, Delayed-Delivery and Forward Commitment Transactions

             The  Fund  may  invest  up  to 33  1/3%  of  its  total  assets  in
when-issued  securities,  delayed-delivery and forward commitment  transactions.
The Fund may purchase  securities on a when-issued or delayed delivery basis and
may  purchase  or  sell  securities  on  a  forward   commitment  basis.   These
transactions  involve the purchase of debt obligations with delivery and payment
normally to take place  within a month or more after the date of  commitment  to
purchase.  The Fund will only make  commitments  to  purchase  obligations  on a
when-issued basis with the intention of actually  acquiring the securities,  but
may sell them before the settlement date. The when-issued securities are subject
to market fluctuation,  and no interest accrues on the security to the purchaser
during this period.  The payment  obligation  and the interest rate that will be
received on the securities are each fixed at the time the purchaser  enters into
the commitment.

             Segregated accounts will be established with the custodian, and the
Fund will  maintain  liquid  assets in an amount at least  equal in value to the
Fund's  commitments to purchase  when-issued  securities.  If the value of these
assets declines,  the Fund will place additional liquid assets in the account on
a daily  basis so that the value of the  assets in the  account  is equal to the
amount of such commitments.

             Purchasing  obligations  on  a  when-issued  basis  is  a  form  of
leveraging  and can involve a risk that the yields  available in the market when
the delivery takes place may actually be higher

                                                        62

<PAGE>



than those obtained in the  transaction  itself.  In that case there could be an
unrealized loss at the time of delivery.

             The Fund uses when-issued,  delayed-delivery and forward commitment
transactions to secure what it considers to be an  advantageous  price and yield
at the time of purchase. When the Fund engages in when-issued,  delayed-delivery
and forward  commitment  transactions,  it relies on the buyer or seller, as the
case may be, to  consummate  the sale.  If the buyer or seller fails to complete
the sale,  then the Fund may miss the  opportunity  to obtain the  security at a
favorable price or yield.

             Typically,  no income  accrues on securities the Fund has committed
to purchase prior to the time delivery of the  securities is made,  although the
Fund may earn income on  securities  it has  deposited in a segregated  account.
When  purchasing  a security  on a  when-issued,  delayed  delivery,  or forward
commitment  basis,  the Fund  assumes the rights and risks of  ownership  of the
security,  including  the risk of price and yield  fluctuations,  and takes such
fluctuations into account when determining its net asset value. Because the Fund
is not required to pay for the security until the delivery date, these risks are
in addition to the risks associated with the Fund's other investments.

Zero Coupon "Stripped" Bonds

             A zero coupon  "stripped"  bond  represents  ownership  in serially
maturing  interest payments or principal  payments on specific  underlying notes
and bonds,  including coupons relating to such notes and bonds. The interest and
principal  payments  are direct  obligations  of the issuer.  Coupon zero coupon
bonds of any series  mature  periodically  from the date of issue of such series
through the maturity date of the  securities  related to such series.  Principal
zero  coupon  bonds  mature on the date  specified  therein,  which is the final
maturity  date of the related  securities.  Each zero coupon bond  entitles  the
holder to receive a single payment at maturity.  There are no periodic  interest
payments on a zero coupon bond.  Zero coupon bonds are offered at discounts from
their face amounts.

             In general,  owners of zero coupon bonds have substantially all the
rights  and  privileges  of  owners  of the  underlying  coupon  obligations  or
principal  obligations.  Owners of zero coupon bonds have the right upon default
on the  underlying  coupon  obligations  or  principal  obligations  to  proceed
directly  and  individually  against  the issuer and are not  required to act in
concert with other holders of zero coupon bonds.

             For federal  income tax  purposes,  a purchaser of  principal  zero
coupon bonds or coupon zero coupon bonds  (either  initially or in the secondary
market) is treated as if the buyer had purchased a corporate  obligation  issued
on the purchase date with an original  issue discount equal to the excess of the
amount payable at maturity over the purchase price. The purchaser is

                                                        63

<PAGE>



required to take into income each year as ordinary  income an allocable  portion
of such  discounts  determined  on a "constant  yield"  method.  Any such income
increases the holder's tax basis for the zero coupon bond,  and any gain or loss
on a sale of the  zero  coupon  bonds  relative  to the  holder's  basis,  as so
adjusted,  is a capital  gain or loss.  If the holder owns both  principal  zero
coupon  bonds and coupon zero  coupon  bonds  representing  interest in the same
underlying  issue of securities,  a special basis allocation rule (requiring the
aggregate basis to be allocated among the items sold and retained based on their
relative  fair market value at the time of sale) may apply to determine the gain
or loss on a sale of any such zero coupon bonds.


INVESTMENT RESTRICTIONS AND GUIDELINES

Fundamental Policies

             The Fund has adopted the fundamental  investment  restrictions  set
forth  below  which may not be changed  without  the vote of a  majority  of the
Fund's outstanding shares, as defined in the Investment Company Act of 1940 (the
"1940 Act").  Unless otherwise stated,  all references to the assets of the Fund
are in terms of current market value.

             Diversification

             The Fund may not make any investment that is inconsistent  with its
classification as a diversified investment company under the 1940 Act.

             Concentration

             The Fund may not  concentrate  its investments in the securities of
issuers  primarily  engaged in any particular  industry  (other than  securities
issued   or   guaranteed   by  the   U.S.   government   or  its   agencies   or
instrumentalities),  except that the Fund intends to invest more than 25% of its
total assets in the utilities industry worldwide.

             Issuing Senior Securities

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

             Borrowing

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

             Underwriting Securities Issued by Other Persons


                                                        64

<PAGE>



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

             Real Estate

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

             Commodities

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

             Loans to Other Persons

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

Guidelines

             Unlike the Fundamental  Policies above, to the extent  permitted by
law, the  following  guidelines  may be changed by the Trust's Board of Trustees
without  shareholder  approval.  Unless otherwise stated,  all references to the
assets of a Fund are in terms of current market value.

             Diversification

             To remain classified as a diversified  investment company under the
1940 Act, the Fund must conform with the  following:  With respect to 75% of its
total assets,  a diversified  investment  company may not invest more than 5% of
its  total  assets,  determined  at market  or other  fair  value at the time of
purchase, in the securities of any one issuer, or invest in more than 10% of the
outstanding  voting  securities  of any one  issuer,  determined  at the time of
purchase.  These limitations do not apply to investments in securities issued or
guaranteed by the U.S. Government or its agencies or instrumentalities.

             Borrowings

             The  Fund may  borrow  money  from  banks  or  enter  into  reverse
repurchase agreements in an amount up to one third of its total assets. The Fund
may also borrow an additional 5% of its total

                                                        65

<PAGE>



assets from banks or others. The Fund may borrow only as a temporary measure for
extraordinary or emergency purposes. The Fund will not purchase securities while
borrowings are outstanding  except to exercise prior commitments and to exercise
subscription  rights.  The Fund may  obtain  such  short-term  credit  as may be
necessary for the clearance of purchases and sales of portfolio securities.  The
Fund may purchase  securities  on margin and engage in short sales to the extent
permitted by applicable law.

             Illiquid securities

             The  Fund  may  not  invest  more  than  15% of its net  assets  in
securities  that are  illiquid.  A security  is  illiquid  when the Fund may not
dispose  of it  in  the  ordinary  course  of  business  within  seven  days  at
approximately the value at which the Fund has the investment on its books.

             Investment in other investment companies

             The Fund may purchase the shares of other  investment  companies to
the extent  permitted under the 1940 Act.  Currently,  the Fund may not: (1) own
more than 3% of the outstanding voting stock of another investment company,  (2)
invest  more than 5% of its assets in any  single  investment  company,  and (3)
invest more than 10% of its assets in investment  companies.  However,  the Fund
may invest  all of its  investable  assets in  securities  of a single  open-end
management investment company with substantially the same fundamental investment
objectives, policies and limitations as the Fund.



                                              MANAGEMENT OF THE TRUST

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



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


                                         66

<PAGE>



Name                     Position                Principal Occupations for Last
                         with Trust              Five Years
Charles A. Austin        Trustee                 Investment Counselor to
III                                              Appleton Partners, Inc.; and
(DOB: 10/23/34)                                  former Managing Director,
                                                 Seaward Management Corporation
                                                 (investment advice).
K. Dun Gifford           Trustee                 Trustee, Treasurer and
(DOB: 10/12/38)                                  Chairman of the Finance
                                                 Committee,
                                                 Cambridge
                                                 College;
                                                 Chairman
                                                 Emeritus     and
                                                 Direc       tor,
                                                 American
                                                 Institute     of
                                                 Food  and  Wine;
                                                 Chairman     and
                                                 President,
                                                 Oldways
                                                 Preservation and
                                                 Exchange   Trust
                                                 (education);
                                                 former  Chairman
                                                 of  the   Board,
                                                 Director,    and
                                                 Executive   Vice
                                                 President,   The
                                                 London   Harness
                                                 Company;  former
                                                 Managing    Part
                                                 ner,   Roscommon
                                                 Capital   Corp.;
                                                 former     Chief
                                                 Executive   Offi
                                                 cer,     Gifford
                                                 Gifts   of  Fine
                                                 Foods;       and
                                                 former Chairman,
                                                 Gifford,
                                                 Drescher       &
                                                 Associates
                                                 (environmental
                                                 consulting).
James S. Howell          Chairman                Former Chairman of the
(DOB: 8/13/24)           of the                  Distribution Foundation for
                         Board of                the Carolinas; and former Vice
                         Trustees                President of Lance Inc. (food
                                                 manufacturing).
Leroy Keith, Jr.         Trustee                 Chairman of the Board and
(DOB: 2/14/39)                                   Chief Executive Officer,
                                                 Carson  Products
                                                 Company;
                                                 Director      of
                                                 Phoenix    Total
                                                 Return  Fund and
                                                 Equifax,   Inc.;
                                                 Trustee       of
                                                 Phoenix   Series
                                                 Fund,    Phoenix
                                                 Multi-Portfolio
                                                 Fund,   and  The
                                                 Phoenix Big Edge
                                                 Series Fund; and
                                                 former
                                                 President,
                                                 Morehouse
                                                 College.
Gerald M. McDonnell      Trustee                 Sales Representative with
(DOB: 7/14/39)                                   Nucor-Yamoto, Inc. (steel
                                                 producer).


                                         67

<PAGE>



Name                     Position                Principal Occupations for Last
                         with Trust              Five Years
Thomas L. McVerry        Trustee                 Former Vice President and
(DOB: 8/2/39)                                    Director of Rexham
                                                 Corporation; and former
                                                 Director of Carolina
                                                 Cooperative Federal Credit
                                                 Union.
William Walt Pettit      Trustee                 Partner in the law firm of
(DOB: 8/26/55)                                   William Walt Pettit, P.A.
David M. Richardson      Trustee                 Vice Chair and former
(DOB: 9/14/41)                                   Executive Vice President, DHR
                                                 International, Inc.(executive
                                                 recruitment); former Senior
                                                 Vice President, Boyden
                                                 International Inc. (executive
                                                 recruitment); and Director,
                                                 Commerce and Industry
                                                 Association of New Jersey, 411
                                                 International, Inc., and J&M
                                                 Cumming Paper Co.
Russell A. Salton,       Trustee                 Medical Director, U.S. Health
III MD                                           Care/Aeta Health Services;
(DOB: 6/2/47)                                    former Managed Health Care
                                                 Consultant; and former
                                                 President, Primary Physician
                                                 Care.
Michael S. Scofield      Trustee                 Attorney, Law Offices of
(DOB: 2/20/43)                                   Michael S. Scofield


                                         68

<PAGE>



Name                     Position                Principal Occupations for Last
                         with Trust              Five Years
Richard J. Shima         Trustee                 Chairman, Environmental
(DOB: 8/11/39)                                   Warranty, Inc. (insurance
                                                 agency);
                                                 Executive
                                                 Consultant,
                                                 Drake       Beam
                                                 Morin,      Inc.
                                                 (executive   out
                                                 placement);
                                                 Director      of
                                                 Connecticut
                                                 Natural      Gas
                                                 Corporation,
                                                 Hartford
                                                 Hospital,    Old
                                                 State      House
                                                 Association,
                                                 Middlesex Mutual
                                                 Assurance
                                                 Company,     and
                                                 Enhance
                                                 Financial
                                                 Services,  Inc.;
                                                 Chairman,  Board
                                                 of     Trustees,
                                                 Hartford
                                                 Graduate Center;
                                                 Trustee, Greater
                                                 Hartford   YMCA;
                                                 former Director,
                                                 Vice    Chairman
                                                 and        Chief
                                                 Investment
                                                 Officer,     The
                                                 Travelers
                                                 Corporation;
                                                 former  Trustee,
                                                 Kingswood-Oxford
                                                 School;      and
                                                 former  Managing
                                                 Director     and
                                                 Consultant,
                                                 Russell  Miller,
                                                 Inc.
William J. Tomko*        President               Senior Vice President and
(DOB: 8/30/58)           and                     Operations Executive, BISYS
                         Treasurer               Fund Services.
Nimish S. Bhatt*         Vice                    Vice President, Tax, BISYS
(DOB: 6/6/63)            President               Fund Services; former
                         and                     Assistant Vice President,
                         Assistant               Evergreen Asset Management
                         Treasurer               Corp./First Union Bank; former
                                                 Senior Tax Consulting/Acting
                                                 Manager, Investment Companies
                                                 Group, Price Waterhouse LLP,
                                                 New York.
Bryan Haft*              Vice                    Team Leader, Fund
(DOB: 1/23/65)           President               Administration, BISYS Fund
                                                 Services
D'Ray Moore*             Secretary               Vice President, Client
(DOB: 3/30/59)                                   Services, BISYS Fund Services


             * Address: BISYS Fund Services, 3435 Stelzer Road,
Columbus, Ohio 43219-8001.

             Listed below is the  estimated  Trustee  compensation  for calendar
year 1998.



                                                        69

<PAGE>



                                                COMPENSATION TABLE

Name of Person,                     Aggregate                  Total
Position                            Compensation               Compensation
                                    From                       From Registrant
                                    Registrant                 and Fund Complex
                                                               Paid to Trustees

Laurence B. Ashkin                  $7,109                     $  70,274
Charles A. Austin                   $6,729                     $  48,125
K. Dun Gifford                      $6,164                     $  44,309
James S. Howell                     $8,880                     $ 106,198
Leroy Keith Jr.                     $6,219                     $  44,709
Gerald M. McDonnell                 $8,409                     $  90,000
Thomas L. McVerry                   $8,241                     $  94,093
William Walt Pettit                 $7,969                     $  88,620
David M. Richardson                 $6,729                     $  48,125
Russell A. Salton, III              $7,774                     $  90,012
Michael S. Scofield                 $7,808                     $  87,176
Richard J. Shima                    $6,854                     $  65,556



                     INVESTMENT ADVISORY AND OTHER SERVICES

INVESTMENT ADVISER

             The Capital  Management Group of First Union National Bank ("FUNB")
is the investment  adviser (the  "Adviser") to the Fund. FUNB is a subsidiary of
First Union  Corporation,  a bank holding company.  FUNB is located at 201 South
College  Street,  and  First  Union  Corporation  at 301 South  College  Street,
Charlotte,   North  Carolina   28288-0630.   First  Union  Corporation  and  its
subsidiaries  provide a broad range of  financial  services to  individuals  and
businesses  throughout the United States. The Adviser is supervised by the Board
of Trustees.

             Pursuant  to the  advisory  agreement  (the  "Advisory  Agreement")
between the Trust and the Adviser, and subject to the supervision of the Trust's
Board of  Trustees,  the  Adviser  furnishes  to the Fund  investment  advisory,
management and  administrative  services,  office  facilities,  and equipment in
connection with its services for managing the investment and reinvestment of the
Fund's assets.  The Adviser pays for all of the expenses  incurred in connection
with the provision of its services.

             The  Fund  pays  all  charges  and   expenses,   other  than  those
specifically  referred  to as being  borne by the  Adviser,  including,  but not
limited to, (1) custodian charges and expenses;  (2) bookkeeping and independent
auditors'  charges and expenses;  (3) transfer  agent charges and expenses;  (4)
fees and  expenses of  Independent  Trustees  (Trustees  who are not  interested
persons of the Fund, as defined in the 1940 Act); (5) brokerage

                                                        70

<PAGE>



commissions, brokers' fees and expenses; (6) issue and transfer taxes; (7) costs
and expenses  under the  Distribution  Plan; (8) taxes and trust fees payable to
governmental  agencies;  (9) the  cost of  share  certificates;  (10)  fees  and
expenses of the registration and  qualification of such Fund and its shares with
the  Securities  and  Exchange  Commission  ("SEC")  or  under  state  or  other
securities laws; (11) expenses of preparing,  printing and mailing prospectuses,
statements of additional  information,  notices,  reports and proxy materials to
shareholders  of  such  Fund;  (12)  expenses  of  shareholders'  and  Trustees'
meetings;  (13) charges and expenses of legal  counsel for such Fund and for the
Independent Trustees of the Trust on matters relating to such Fund; (14) charges
and  expenses  of  filing  annual  and  other  reports  with  the SEC and  other
authorities; and (15) all extraordinary charges and expenses of such Fund.

             The Fund pays the Adviser a fee for its services  equal to 0.60% of
average net assets. The Adviser,  however,  has voluntarily agreed to reduce its
fee by 0.13%, resulting in a net advisory fee of 0.47%.

             Under the  Advisory  Agreement,  any  liability  of the  Adviser in
connection with rendering services thereunder is limited to situations involving
its willful  misfeasance,  bad faith,  gross negligence or reckless disregard of
its duties.

             The Advisory  Agreement  continues in effect for two years from its
effective  date and,  thereafter,  from year to year only if  approved  at least
annually by the Board of Trustees of the Trust or by a vote of a majority of the
Fund's  outstanding  shares (as defined in the 1940 Act).  In either  case,  the
terms of the Advisory Agreement and continuance  thereof must be approved by the
vote of a majority of the Independent  Trustees (Trustees who are not interested
persons  of the Fund,  as  defined  in the 1940  Act,  and who have no direct or
indirect  financial  interest in the Fund's  Distribution  Plan or any agreement
related thereto) cast in person at a meeting called for the purpose of voting on
such approval. The Advisory Agreement may be terminated,  without penalty, on 60
days' written notice by the Trust's Board of Trustees or by a vote of a majority
of outstanding shares. The Advisory Agreement will terminate  automatically upon
its "assignment" as that term is defined in the 1940 Act.

SUB-ADVISER

             AnalyticoTSA International, Inc. ("Analytic"), located at 25/28 Old
Burlington  Street,   London  W1X  1LB,  England,   is  the  Sub-  Adviser  (the
"Sub-Adviser")  to the  Fund  pursuant  to a  sub-  advisory  agreement  between
Analytic and FUNB. Under that agreement,  Analytic is responsible for day-to-day
portfolio  management  for the Fund  subject  to the  supervision  of FUNB.  Any
liability of the  Sub-Adviser in connection  with  rendering  services under the
sub-advisory   agreement  is  limited  to   situations   involving  its  willful
misfeasance,  bad faith,  gross negligence or reckless  disregard of its duties.
Analytic is

                                                        71

<PAGE>



compensated  by FUNB at an annual  rate of 0.30% out of the  advisory  fee which
FUNB receives from the Fund.

DISTRIBUTOR

             Evergreen Distributor, Inc. (the "Distributor") markets
the Fund through broker-dealers and other financial
representatives. Its address is 125 West 55th Street, New York,
New York 10019.

DISTRIBUTION PLAN

             Rule 12b-1 under the 1940 Act permits  investment  mutual  funds to
use  their  assets  to pay  for  distributing  their  shares.  However,  to take
advantage  of Rule 12b-1,  the 1940 Act  requires  that mutual funds comply with
various conditions, including adopting a distribution plan. The Fund has adopted
a  distribution  plan for its  Institutional  Service  shares (the  "Plan") that
permits  the Fund to  deduct  up to  0.25%  of the  average  net  assets  of the
Institutional  Service  class  to pay for  shareholder  services.  The  Board of
Trustees,  including a majority of the  Independent  Trustees  has  approved the
Plan.

             The National  Association  of  Securities  Dealers,  Inc.  ("NASD")
limits the amount that a mutual fund may pay annually in distribution  costs for
sale of its  shares  and  shareholder  service  fees.  The  NASD  limits  annual
expenditures  to 1.00% of the  aggregate  average  daily net asset  value of its
shares, of which 0.75% may be used to pay such distribution  costs and 0.25% may
be used to pay  shareholder  service  fees.  The NASD also limits the  aggregate
amount that the Fund may pay for such distribution costs to 6.25% of gross share
sales since the inception of the  distribution  plan, plus interest at the prime
rate plus 1.00% on such amounts remaining unpaid from time to time.

             The Independent  Trustees or a majority of the  outstanding  voting
shares of the Fund's Institutional Service Class may terminate the Plan.

             The Fund cannot change the Plan in a way that materially  increases
the distribution  expenses of the Institutional  Service Class without obtaining
shareholder approval. Otherwise, the Trustees may amend the Plan.

             Management  must report the amounts  and  purposes of  expenditures
under the Plan to the Independent Trustees quarterly.

             While the Institutional Service Distribution Plan is in effect, the
Fund will be required to commit the selection and  nomination of candidates  for
Independent Trustees to the discretion of the Independent Trustees.


                                                        72

<PAGE>



             The Independent Trustees of the Trust have determined that the Fund
will benefit from the Institutional Service shares distribution plan.

ADDITIONAL SERVICE PROVIDERS

Administrator

             Evergreen Investment Services, Inc. ("EIS") serves as administrator
to the Fund,  subject to the  supervision  and control of the  Trust's  Board of
Trustees. EIS provides the Fund with facilities,  equipment and personnel and is
entitled to receive a fee based on the aggregate average daily net assets of the
Fund at a rate based on the total  assets of all mutual  funds  advised by First
Union  subsidiaries.  EIS' fee is calculated  in  accordance  with the following
schedule:  0.60% on the first $7 billion; 0.0425% on the next $3 billion; 0.035%
on the next $5 billion;  0.025% on the next $10  billion;  0.019% on the next $5
billion and 0.014% on assets in excess of $30 billion.

Transfer Agent

             Evergreen  Service  Company  ("ESC"),  a subsidiary  of First Union
Corporation, is the Fund's transfer agent. The transfer agent issues and redeems
shares,  pays  dividends  and  performs  other  duties  in  connection  with the
maintenance  of  shareholder  accounts.  The  transfer  agent's  address  is 200
Berkeley Street, Boston, Massachusetts 02116-5034.

Independent Auditors

             Price  Waterhouse  LLP, 1177 Avenue of the Americas,  New York, New
York 10036, audits the Fund's financial statements.

Custodian

             State Street Bank and Trust Company is the Fund's
custodian.  The bank keeps custody of the Fund's securities and
cash and performs other related duties.  The custodian's address
is P.O. Box 9021, Boston, Massachusetts 02205-9827.

Legal Counsel

             Sullivan & Worcester LLP provides legal advice to the
Fund.  Its address is 1025 Connecticut Avenue, N.W., Washington,
D.C. 20036.



                                          BROKERAGE ALLOCATION AND OTHER
                                                     PRACTICES

SELECTION OF BROKERS

                                                        73

<PAGE>




             In effecting transactions in portfolio securities for the Fund, the
Adviser seeks the best  execution of orders at the most  favorable  prices.  The
Adviser  determines  whether a broker has provided the Fund with best  execution
and price in the  execution of a securities  transaction  by  evaluating,  among
other things,  the broker's  ability to execute large or  potentially  difficult
transactions, and the financial strength and stability of the broker.

BROKERAGE COMMISSIONS

             The  Fund  expects  to buy and  sell  its  fixed-income  securities
through  principal  transactions  that is  directly  from the  issuer or from an
underwriter or market maker for the securities. Generally, the Fund will not pay
brokerage commissions for such purchases. Usually, when the Fund buys a security
from an underwriter,  the purchase price will include an underwriting commission
or concession.  The purchase price for securities bought from dealers serving as
market makers will similarly  include the dealer's mark up or reflect a dealer's
mark down. When the Fund executes  transactions in the over-the-counter  market,
it will deal with  primary  market  makers  unless  more  favorable  prices  are
otherwise obtainable.

GENERAL BROKERAGE POLICIES

             The Adviser and the Sub-Adviser  make investment  decisions for the
Fund independently from those of their other clients. It may frequently develop,
however,  that the  Adviser or the Sub-  Adviser  will make the same  investment
decision for more than one client. Simultaneous transactions are inevitable when
the same  security is suitable  for the  investment  objective  of more than one
account.  When two or more of their  clients are engaged in the purchase or sale
of the same security, the Adviser or Sub- Adviser will allocate the transactions
according to a formula that is  equitable to each of its clients.  Although,  in
some cases,  this system could have a detrimental  effect on the price or volume
of the Fund's  securities,  the Fund believes that in other cases its ability to
participate in volume  transactions will produce better executions.  In order to
take  advantage  of the  availability  of lower  purchase  prices,  the Fund may
occasionally participate in group bidding for the direct purchase from an issuer
of certain securities.

             The Board of Trustees  periodically  reviews  the Fund's  brokerage
policy. Because of the possibility of further regulatory  developments affecting
the  securities  exchanges  and  brokerage  practices  generally,  the  Board of
Trustees may change, modify or eliminate any of the foregoing practices.


                                                TRUST ORGANIZATION

                                                        74

<PAGE>




FORM OF ORGANIZATION

             The Trust was formed as a Delaware  business trust on September 18,
1997 (the "Declaration of Trust"). A copy of the Declaration of Trust is on file
at the SEC as an exhibit to the Trust's  Registration  Statement,  of which this
statement of additional  information is a part. This summary is qualified in its
entirety by reference to the Declaration of Trust.

DESCRIPTION OF SHARES

             The  Declaration  of Trust  authorizes the issuance of an unlimited
number of shares of  beneficial  interest of series and classes of shares.  Each
share of the Fund  represents  an equal  proportionate  interest with each other
share of that series and/or class.  Upon  liquidation,  shares are entitled to a
pro rata share of the Trust  based on the  relative  net  assets of each  series
and/or class.  Shareholders have no preemptive or conversion rights.  Shares are
redeemable and transferable.

VOTING RIGHTS

             Under  the  terms of the  Declaration  of  Trust,  the Trust is not
required to hold annual meetings. At meetings called for the initial election of
Trustees  or to  consider  other  matters,  shares are  entitled to one vote per
share.  Shares  generally vote together as one class on all matters.  Classes of
shares of the Fund have equal voting  rights.  No  amendment  may be made to the
Declaration  of Trust that  adversely  affects  any class of shares  without the
approval of a majority of the shares of that class.  Shares have  non-cumulative
voting  rights,  which  means  that the  holders  of more than 50% of the shares
voting for the election of Trustees can elect 100% of the Trustees to be elected
at a meeting and, in such event, the holders of the remaining shares voting will
not be able to elect any Trustees.

             After the initial meeting as described  above, no further  meetings
of  shareholders  for the  purpose of  electing  Trustees  will be held,  unless
required  by law,  unless  and until  such time as less than a  majority  of the
Trustees  holding  office have been elected by  shareholders,  at which time the
Trustees  then in office will call a  shareholders'  meeting for the election of
Trustees.

LIMITATION OF TRUSTEES' LIABILITY

             The Declaration of Trust provides that a Trustee will not be liable
for  errors  of  judgment  or  mistakes  of  fact  or law,  but  nothing  in the
Declaration of Trust protects a Trustee  against any liability to which he would
otherwise  be  subject  by reason  of  willful  misfeasance,  bad  faith,  gross
negligence  or reckless  disregard of his duties  involved in the conduct of his
office.



                                                        75

<PAGE>



                                     PURCHASE, REDEMPTION AND PRICING OF FUND
                                                      SHARES

EXCHANGES

             Investors  may  exchange  shares of the Fund for shares of the same
class of any other Evergreen  "Select" fund, as described under Exchanges in the
Fund's prospectus.  Before you make an exchange,  you should read the prospectus
of the  "Select"  fund into which you wish to exchange.  The Trust  reserves the
right to discontinue, alter or limit the exchange privilege at any time.

HOW THE FUND VALUES SHARES

How and When the Fund Calculates Its Net Asset Value Per Share
("NAV")

             The Fund computes its net asset value once daily on Monday  through
Friday, as described in the Prospectus.  The Fund will not compute its net asset
value on days on which  there  have been no  purchases  or sales of its  shares.
Also, the Fund will not compute its NAV on the day the following  legal holidays
are observed: New Year's Day, Martin Luther King, Jr. Day, Presidents' Day, Good
Friday,  Memorial  Day,  Independence  Day,  Labor  Day,  Thanksgiving  Day  and
Christmas Day.

             Each class of shares of the Fund calculates its net asset value per
share by adding up its investments and other assets, subtracting its liabilities
and then dividing the result by the number of shares outstanding.

How the Fund Values Securities It Owns

             Current values for the Fund's  portfolio  securities are determined
in the following manner:

             (1) securities that are traded on a national securities exchange or
the  over-the-counter  National Market System ("NMS") are valued on the basis of
the last sales price on the exchange where primarily  traded or NMS prior to the
time of the valuation, provided that a sale has occurred;

             (2) securities traded in the over-the-counter market, other than on
NMS are valued at the mean of the bid and asked prices at the time of valuation;

             (3)  short-term  investments  maturing  in more than sixty days for
which  market  quotations  are readily  available  are valued at current  market
value;

             (4)  short-term   investments   maturing  in  sixty  days  or  less
(including  all master  demand  notes) are valued at  amortized  cost  (original
purchase cost as adjusted for amortization of premium

                                                        76

<PAGE>



or accretion of discount), which, when combined with accrued
interest, approximates market;

             (5)  short-term  investments  maturing in more than sixty days when
purchased  that are held on the  sixtieth  day prior to  maturity  are valued at
amortized  cost (market value on the sixtieth day adjusted for  amortization  of
premium or accretion of discount),  which,  when combined with accrued interest,
approximates market; and

             (6) securities, including restricted securities, for which complete
quotations are not readily  available;  listed securities or those on NMS if, in
the Fund's opinion, the last sales price does not reflect a current market value
or if no sale  occurred;  and other  assets are valued at prices  deemed in good
faith to be fair under procedures established by the Board of Trustees.

SHAREHOLDER SERVICES

             As  described  in the  prospectuses,  a  shareholder  may  elect to
receive  dividends  and capital gains  distributions  in cash instead of shares.
However, ESC will automatically  convert a shareholder's  distribution option so
that the  shareholder  reinvests all dividends and  distributions  in additional
shares  when it learns  that the postal or other  delivery  service is unable to
deliver  checks or transaction  confirmations  to the  shareholder's  address of
record. The Fund will hold the returned distribution or redemption proceeds in a
non-interest-bearing  account in the  shareholder's  name until the  shareholder
updates the shareholder's address. Therefore, no interest will accrue on amounts
represented by uncashed distribution or redemption checks



                                               PRINCIPAL UNDERWRITER

             The Distributor is the principal underwriter for the Trust and with
respect  to each  class of the  Fund.  The Trust has  entered  into a  Principal
Underwriting  Agreement ( "Underwriting  Agreement")  with the Distributor  with
respect to each class of the Fund. The  Distributor is a subsidiary of The BISYS
Group,
Inc.

             The  Distributor,  as agent,  has agreed to use its best efforts to
find  purchasers  for  the  shares.   The  Distributor  may  retain  and  employ
representatives to promote distribution of the shares and may obtain orders from
broker-dealers,  and others, acting as principals,  for sales of shares to them.
The Underwriting  Agreement  provides that the Distributor will bear the expense
of preparing,  printing,  and distributing  advertising and sales literature and
prospectuses used by it.

             All subscriptions and sales of shares by the Distributor
are at the public offering price of the shares, which is

                                                        77

<PAGE>



determined  in accordance  with the  provisions  of the Trust's  Declaration  of
Trust,  By-Laws,  current prospectuses and statement of additional  information.
All  orders  are  subject  to  acceptance  by the  respective  Fund and the Fund
reserves the right, in its sole discretion,  to reject any order received. Under
the  Underwriting  Agreement,  the Fund is not liable to anyone  for  failure to
accept any order.

             The  Distributor  has agreed that it will,  in all  respects,  duly
comply with all state and federal laws applicable to the sale of the shares. The
Distributor  has also agreed that it will  indemnify and hold harmless the Trust
and each  person  who has been,  is, or may be a Trustee or officer of the Trust
against  expenses  reasonably  incurred  by any of them in  connection  with any
claim,  action,  suit,  or  proceeding  to which any of them may be a party that
arises out of or is alleged to arise out of any misrepresentation or omission to
state a material  fact on the part of the  Distributor  or any other  person for
whose acts the  Distributor  is  responsible  or is  alleged to be  responsible,
unless such  misrepresentation  or omission  was made in reliance  upon  written
information furnished by the Trust.

             The Underwriting  Agreement  provides that it will remain in effect
as long as its terms and  continuance  are approved  annually (i) by a vote of a
majority of the Trust's Independent Trustees,  and (ii) by vote of a majority of
the Trust's Trustees,  in each case, cast in person at a meeting called for that
purpose.

             The Underwriting  Agreement may be terminated,  without penalty, on
60 days'  written  notice by the Board of Trustees or by a vote of a majority of
outstanding  shares subject to such agreement.  The Underwriting  Agreement will
terminate automatically upon its "assignment," as that term is defined in
the 1940 Act.

             From time to time,  if,  in the  Distributor's  judgment,  it could
benefit  the  sales  of  shares,   the   Distributor  may  provide  to  selected
broker-dealers  promotional  materials  and  selling  aids,  including,  but not
limited to, personal computers, related software, and data files.



                                            ADDITIONAL TAX INFORMATION

             The  Fund  intends  to  qualify  for and  elect  the tax  treatment
applicable to regulated  investment companies ("RICs") under Subchapter M of the
Internal  Revenue Code of 1986, as amended (the "Code").  By so qualifying,  the
Fund  is not  subject  to  federal  income  tax  if it  timely  distributes  its
investment  company  taxable  income and any net realized  capital  gains.  A 4%
nondeductible  excise  tax will be imposed on the Fund to the extent it does not
meet certain distribution requirements by the

                                                        78

<PAGE>



end of each calendar year.  The Fund anticipates meeting such
distribution requirements.

             If more than 50% of the value of the Fund's total assets at the end
of a fiscal year is  represented by securities of foreign  corporations  and the
Fund  elects to make  foreign  tax  credits  available  to its  shareholders,  a
shareholder  will be required to include in his gross income both cash dividends
and the  amount the Fund  advises  him is his pro rata  portion of income  taxes
withheld by foreign  governments  from interest and dividends paid on the Fund's
investments.  The  shareholder may be entitled,  however,  to take the amount of
such foreign taxes withheld as a credit against his U.S. income tax, or to treat
the foreign tax withheld as an itemized deduction from his gross income, if that
should be to his advantage. In substance, this policy enables the shareholder to
benefit  from the same  foreign  tax  credit  or  deduction  that he would  have
received if he had been the individual owner of foreign  securities and had paid
foreign  income  tax on the  income  therefrom.  As in the  case of  individuals
receiving  income  directly  from  foreign  sources,  the credit or deduction is
subject to a number of limitations.

             Upon a sale or exchange of Fund shares, a shareholder may realize a
taxable gain or loss depending on his or her basis in the shares.  A shareholder
must  treat such  gains or losses as a capital  gain or loss if the  shareholder
held the shares as capital assets.  Also, a shareholder  must treat as long-term
capital gains or losses any capital gains or losses on Fund shares held for more
than one year.  Capital  gain on assets  held for more than  eighteen  months is
generally subject to a maximum federal income tax rate of 20% for an individual.
The maximum  capital gains tax rate for capital assets held by an individual for
more than twelve  months but not more than  eighteen  months is  generally  28%.
Generally,  the Code will not allow a shareholder to realize a loss on shares he
or she has  sold or  exchanged  and  replaced  within  a  sixty-one  day  period
beginning  thirty  days  before and ending  thirty  days after he or she sold or
exchanged the shares. The Code will not allow a shareholder to realize a loss on
the sale of Fund  shares held by the  shareholder  for six months or less to the
extent the  shareholder  received  exempt-  interest  dividends  on such shares.
Moreover, the Code will treat a shareholder's loss on shares held for six months
or less as a  long-term  capital  loss to the  extent the  shareholder  received
distributions of net capital gains on such shares.

                                              ADDITIONAL INFORMATION

             Except as otherwise  stated in its prospectuses or required by law,
the Fund  reserves  the  right to change  the  terms of the offer  stated in its
prospectuses  without  shareholder  approval,  including  the right to impose or
change fees for services provided.


                                                        79

<PAGE>



             No  dealer,  salesman  or other  person is  authorized  to give any
information  or  to  make  any   representation  not  contained  in  the  Fund's
prospectuses,  statement of  additional  information  or in  supplemental  sales
literature issued by such Fund or the Distributor,  and no person is entitled to
rely on any information or representation not contained therein.

             The Fund's prospectuses and SAI omit certain information  contained
in its registration  statement,  which may be obtained for a fee from the SEC in
Washington, D.C.







                                                        80

<PAGE>






                                                    APPENDIX A


                                              CORPORATE BOND RATINGS

Standard & Poor's Ratings Group ("S&P") Corporate Bond Ratings

A.           Corporate Bond Ratings

             An  S&P  corporate  bond  rating  is a  current  assessment  of the
creditworthiness  of an  obligor,  including  obligors  outside  the U.S.,  with
respect to a specific  obligation.  This assessment may take into  consideration
obligors such as guarantors, insurers or lessees. Ratings of foreign obligors do
not take into account currency exchange and related  uncertainties.  The ratings
are based on current information furnished by the issuer or obtained by S&P from
other sources it considers reliable.

             The  ratings  are  based,  in  varying  degrees,  on the  following
considerations:

             a.   Likelihood  of default and  capacity  and  willingness  of the
                  obligor to make timely  payment of interest  and  repayment of
                  principal in accordance with the terms of the obligation;

             b.   Nature of and provisions of the obligation; and

             c.   Protection afforded by and relative position of the obligation
                  in the event of bankruptcy reorganization or other arrangement
                  under  the  laws  of  bankruptcy   and  other  laws  affecting
                  creditors' rights.

             PLUS (+) OR MINUS (-):  To provide  more  detailed  indications  of
credit quality,  ratings from "AA" to "BBB" may be modified by the addition of a
plus or minus sign to show relative standing within the major rating categories.

             A  provisional  rating is  sometimes  used by S&P.  It assumes  the
successful  completion of the project being financed by the debt being rated and
indicates  that  payment of debt  service  requirements  is largely or  entirely
dependent upon the successful and timely completion of the project. This rating,
however,  while  addressing  credit  quality  subsequent  to  completion  of the
project,  makes no comment  on the  likelihood  of, or the risk of default  upon
failure of, such completion.

B.           Bond ratings are as follows:

             1. AAA - Debt rated AAA has the  highest  rating  assigned  by S&P.
Capacity to pay interest and repay principal is extremely strong.

                                                        A-1

<PAGE>



             2. AA - Debt rated AA has a very strong  capacity  to pay  interest
and repay  principal  and  differs  from the higher  rated  issues only in small
degree.

             3. A - Debt rated A has a strong capacity to pay interest and repay
principal  although it is somewhat more  susceptible  to the adverse  effects of
changes in  circumstances  and  economic  conditions  than debt in higher  rated
categories.

             4. BBB - Debt rated BBB is regarded as having an adequate  capacity
to pay  interest  and repay  principal.  Whereas it normally  exhibits  adequate
protection parameters, adverse economic conditions or changing circumstances are
more likely to lead to a weakened  capacity to pay interest and repay  principal
for debt in this category than in higher rated categories.

             5. BB, B,  CCC,  CC and C - Debt  rated  BB,  B,  CCC,  CC and C is
regarded,  on balance, as predominantly  speculative with respect to capacity to
pay interest and repay principal in accordance with the terms of the obligation.
BB  indicates  the lowest  degree of  speculation  and C the  highest  degree of
speculation.  While  such debt will  likely  have some  quality  and  protective
characteristics,  these are  outweighed  by large  uncertainties  or major  risk
exposures to adverse conditions.

C.           Moody's Investors Service, Inc. ("Moody's") Corporate Bond
             Ratings

Moody's ratings are as follows:

             1. Aaa - Bonds  which are  rated  Aaa are  judged to be of the best
quality.  They carry the smallest  degree of  investment  risk and are generally
referred to as "gilt-edge."  Interest payments are protected by a large or by an
exceptionally   stable  margin  and  principal  is  secure.  While  the  various
protective  elements are likely to change, such changes as can be visualized are
most unlikely to impair the fundamentally strong position of such issues.

             2. Aa - Bonds  which are rated Aa are judged to be of high  quality
by all  standards.  Together with the Aaa group they comprise what are generally
known as high grade  bonds.  They are rated  lower  than the best bonds  because
margins of protection may not be as large as in Aaa securities or fluctuation of
protective  elements may be of greater  amplitude or there may be other elements
present  which  make the long term  risks  appear  somewhat  larger  than in Aaa
securities.

             3. A - Bonds which are rated A possess  many  favorable  investment
attributes and are to be considered as upper medium grade  obligations.  Factors
giving  security to principal and interest are considered  adequate but elements
may be present which  suggest a  susceptibility  to  impairment  sometime in the
future.


                                                        A-2

<PAGE>



             4. Baa - Bonds which are rated Baa are  considered  as medium grade
obligations,  i.e.,  they are  neither  highly  protected  nor  poorly  secured.
Interest  payments and principal  security  appear  adequate for the present but
certain  protective  elements  may  be  lacking  or  may  be  characteristically
unreliable over any great length of time. Such bonds lack outstanding investment
characteristics and in fact have speculative characteristics as well.

             5. Ba - Bonds  which  are rated Ba are  judged to have  speculative
elements.  Their  future  cannot  be  considered  as  well  assured.  Often  the
protection of interest and  principal  payments may be very moderate and thereby
not well safeguarded during both good and bad times over the future. Uncertainty
of position characterizes bonds in this class.

             6. B - Bonds which are rated B generally lack  characteristics of a
desirable  investment.  Assurance  of  interest  and  principal  payments  or of
maintenance  of other terms of the contract  over any long period of time may be
small.

             Moody's  applies  numerical  modifiers,  1, 2 and 3 in each generic
rating  classification  from Aa through Baa in its corporate bond rating system.
The  modifier  1  indicates  that the  security  ranks in the  higher end of its
generic rating category;  the modifier 2 indicates a mid-range ranking;  and the
modifier 3 indicates that the issue ranks in the lower end of its generic rating
category.

             Those  municipal  bonds in the Aa, A, and Baa groups which  Moody's
believes  possess the  strongest  investment  attributes  are  designated by the
symbols Aa 1, A 1, and Baa 1.





                                             MONEY MARKET INSTRUMENTS

             Money market  securities are instruments with remaining  maturities
of one year or less such as bank certificates of deposit,  bankers' acceptances,
commercial paper (including  variable rate master demand notes), and obligations
issued or guaranteed by the U.S. government,  its agencies or instrumentalities,
some of which may be subject to repurchase agreements.]


Commercial Paper

             Commercial  paper  will  consist  of  issues  rated  at the time of
purchase A-1, by S&P, or Prime-1 by Moody's or F-1 by Fitch Investors  Services,
L.P.  (Fitch);  or, if not  rated,  will be issued by  companies  which  have an
outstanding debt issue rated at the time of purchase Aaa, Aa or A by Moody's, or
AAA, AA or A by

                                                        A-3

<PAGE>



S&P, or will be determined by the Fund's investment  adviser to be of comparable
quality.

A.           S&P Ratings

             An S&P  commercial  paper  rating  is a current  assessment  of the
likelihood of timely payment of debt having an original maturity of no more than
365 days.  Ratings are graded  into four  categories,  ranging  from "A" for the
highest  quality  obligations  to "D" for the  lowest.  The top  category  is as
follows:

             1. A: Issues  assigned  this highest  rating are regarded as having
the greatest capacity for timely payment. Issues in this category are delineated
with the numbers 1, 2 and 3 to indicate the relative degree of safety.

             2.  A-1:  This  designation  indicates  that the  degree  of safety
regarding  timely payment is either  overwhelming  or very strong.  Those issues
determined to possess  overwhelming  safety  characteristics  are denoted with a
plus (+) sign designation.

B.           Moody's Ratings

             The term  "commercial  paper" as used by Moody's  means  promissory
obligations  not having an original  maturity in excess of nine months.  Moody's
commercial  paper  ratings  are  opinions  of the  ability  of  issuers to repay
punctually  promissory  obligations not having an original maturity in excess of
nine months. Moody's employs the following designation,  judged to be investment
grade, to indicate the relative repayment capacity of rated issuers.

             1. The  rating  Prime-1  is the  highest  commercial  paper  rating
assigned by Moody's.  Issuers rated Prime-1 (or related supporting institutions)
are deemed to have a superior  capacity for  repayment of short term  promissory
obligations.  Repayment capacity of Prime-1 issuers is normally evidenced by the
following characteristics:

             1)   leading market positions in well-established
                  industries;

             2) high rates of return on funds employed;

             3)   conservative capitalization structures with moderate
                  reliance on debt and ample asset protection;

             4)   broad margins in earnings coverage of fixed financial
                  charges and high internal cash generation; and

             5)   well established access to a range of financial markets
                  and assured sources of alternate liquidity.

             In assigning  ratings to issuers whose commercial paper obligations
are supported by the credit of another entity or

                                                        A-4

<PAGE>



entities,   Moody's   evaluates  the  financial   strength  of  the   affiliated
corporations,  commercial banks,  insurance  companies,  foreign  governments or
other entities, but only as one factor in the total rating assessment.





                                                        A-5

<PAGE>



                   EVERGREEN SELECT EQUITY TRUST

                              PART C
                        OTHER INFORMATION

ITEM 24.          FINANCIAL STATEMENTS AND EXHIBITS.

(a)      Not Applicable

(b)      Exhibits

         Unless otherwise indicated,  each of the Exhibits listed below is filed
herewith.


Exhibit
Number           Description                            Location
1                Declaration of Trust                   Incorporated by
                                                        reference to
                                                        Registrant's Pre-
                                                        Effective Amendment
                                                        No. 1 Filed on
                                                        November 17, 1997
2                By-laws                                Incorporated by
                                                        reference to
                                                        Registrant's Pre-
                                                        Effective Amendment
                                                        No. 1 Filed on
                                                        November 17, 1997
3                Not applicable
4                Provisions of instruments              Included as part of
                 defining the rights of holders of      Exhibits 1 and 2 of
                 the securities being registered        Registrant's Pre-
                 are contained in the Declaration       Effective No. 1 Filed
                 of Trust Articles II, V, VI,           on November 17, 1997
                 VIII, IX and By-laws Articles II
                 and VI
5(a)             Investment Advisory Agreement          Form of Agreement,
                 between the Registrant and First       incorporated by
                 Union National Bank                    reference to
                                                        Registrant's Post-
                                                        Effective Amendment No.
                                                        1 Filed on December 12,
                                                        1997


                                                      

<PAGE>



Exhibit
Number           Description                            Location

5(b)             Investment Advisory Agreement          Form of Agreement,
                 between the Registrant and             incorporated by
                 Keystone Investment Management         reference to
                 Company                                Registrant's Post-
                                                        Effective Amendment No.
                                                        1 Filed on December 12,
                                                        1997

5(c)             Form of Investment Advisory            Form of Agreement filed
                 Agreement between First Union          herein
                 National Bank and AnalyticoTSA
                 International, Inc.

6(a)             Principal Underwriting Agreement       Form of Agreement,
                 for Institutional Service Shares       incorporated by
                 between the Registrant and             reference to
                 Evergreen Distributor, Inc.            Registrant's Pre-
                                                        Effective Amendment No.
                                                        1 Filed on November 17,
                                                        1997

6(b)             Principal Underwriting Agreement       Form of Agreement,
                 for Institutional Shares between       incorporated by
                 the Registrant and Evergreen           reference to
                 Distributor, Inc.                      Registrant's Pre-
                                                        Effective Amendment No.
                                                        1 Filed on November 17,
                                                        1997


6(c)             Charitable Shares Principal            Form of Agreement,
                 Underwriting Agreement between         incorporated by
                 the Registrant and Evergreen           reference to
                 Distributor, Inc.                      Registrant's Pre-
                                                        Effective Amendment No.
                                                        1 Filed on November 17,
                                                        1997








                                                      

<PAGE>



Exhibit
Number           Description                            Location
7                Form of Deferred Compensation          Form of Plan,
                 Plan                                   incorporated by
                                                        reference to
                                                        Registrant's Pre-
                                                        Effective Amendment No.
                                                        1 Filed on November 17,
                                                        1997
8                Custodian Agreement between the        Form of Agreement,
                 Registrant and State Street Bank       incorporated by
                 and Trust Company                      reference to
                                                        Registrant's Pre-
                                                        Effective Amendment No.
                                                        1 Filed on November 17,
                                                        1997
9(a)             Form of Administration Services        Form of Agreement,
                 Agreement between the Registrant       incorporated by
                 and Evergreen Investment               reference to
                 Services, Inc.                         Registrant's Pre-
                                                        Effective Amendment No.
                                                        1 Filed on November 17,
                                                        1997
9(b)             Form of Transfer Agent Agreement       Form of Agreement,
                 between the Registrant and             incorporated by
                 Evergreen Service Company              reference to
                                                        Registrant's Pre-
                                                        Effective Amendment No.
                                                        1 Filed on November 17,
                                                        1997
10               Opinion and Consent of Sullivan &      Incorporated by
                 Worcester LLP                          reference to
                                                        Registrant's Post-
                                                        Effective Amendment
                                                        No.1 Filed on December
                                                        12, 1997
11               Not applicable
12               Not applicable
13               Not applicable
14               Not applicable


                                                      

<PAGE>



Exhibit
Number           Description                            Location
15               12b-1 Distribution Plan for            Form of Plan,
                 Institutional Service Shares           incorporated by
                                                        reference to
                                                        Registrant's Pre-
                                                        Effective Amendment No.
                                                        1 Filed on November 17,
                                                        1997
16               Not applicable
17               Not applicable
18               Multiple Class Plan                    Form of Plan,
                                                        incorporated by
                                                        reference to
                                                        Registrant's Pre-
                                                        Effective Amendment No.
                                                        1 Filed on November 17,
                                                        1997
19               Powers of Attorney                     Filed herein



ITEM 25.          PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH
                  REGISTRANT.

                  None
ITEM 26.          NUMBER OF HOLDERS OF SECURITIES (AS OF May 31, 1998).


                                                               NUMBER OF
                                                                RECORD
TITLE OF CLASS                                               SHAREHOLDERS

Shares of Beneficial Interest without par value:
   Evergreen Select Limited Duration Fund
         Institutional Shares                                      2
         Institutional Service Shares                              0
   Evergreen Select Fixed Income Fund
         Institutional Shares                                      2
         Institutional Service Shares                             63
   Evergreen Select Income Plus Fund
     Institutional Shares                                          2
         Institutional Service Shares                             60


                                                        A-9

<PAGE>



                                                                     NUMBER OF
                                                                      RECORD
TITLE OF CLASS                                                     SHAREHOLDERS
   Evergreen Select Intermediate Tax Exempt
   Bond Fund
     Institutional Shares                                                2
         Institutional Service Shares                                   37
   Evergreen Select Core Bond Fund
         Institutional Shares                                            2
     Institutional Service Shares                                        2
     Charitable Shares                                                   2
   Evergreen Select Total Return Fund
         Institutional Shares                                            2
     Institutional Service Shares                                        0
   Evergreen Select International Bond Fund
         Institutional Shares                                            0
     Institutional Service Shares                                        0

   Evergreen Select Adjustable Rate Fund
     Institutional Shares                                                4
     Institutional Service Shares                                       54

ITEM 27.          INDEMNIFICATION.

         Provisions for the  indemnification  of the  Registrant's  Trustees and
officers are contained in the Registrant's Declaration of Trust, incorporated by
reference to  Registrant's  Pre-Effective  Amendment No. 1 filed on November 17,
1997.

         Provisions for the indemnification of Evergreen Distributor,
Inc., the Registrant's principal underwriter, are contained in
the Principal Underwriting Agreement between Evergreen
Distributor, Inc. and the Registrant, incorporated by reference
to Registrant's Pre-Effective Amendment No. 1 filed on November
17, 1997.


ITEM 28.          BUSINESS OR OTHER CONNECTIONS OF INVESTMENT ADVISERS.

         (a)      For the information  required by this item with respect to the
                  Capital Management Group of First Union National Bank, see the
                  section entitled "Management of the Fund
                  - Investment Adviser" in Part A.

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


                                                       A-10

<PAGE>




Edward E. Crutchfield, Jr.              Chairman and Chief Executive
                                        Officer, First Union
                                        Corporation; Chief Executive
                                        Officer and Chairman, First
                                        Union National Bank
John R. Georgius                        Vice Chairman, First Union
                                        Corporation; Vice Chairman,
                                        First Union National Bank
Marion A. Cowell, Jr.                   Executive Vice President,
                                        Secretary & General Counsel,
                                        First Union Corporation;
                                        Secretary and Executive Vice
                                        President, First Union
                                        National Bank
Robert T. Atwood                        Executive Vice President and
                                        Chief Financial Officer, First
                                        Union Corporation; Chief
                                        Financial Officer and
                                        Executive Vice President


         All of the above persons are located at the following
address:  First Union National Bank, One First Union Center,
Charlotte, NC  28288.

         The  information  required  by  this  item  with  respect  to  Keystone
Investment Management Company is incorporated by reference to the Form ADV (File
No. 801-5436) of Keystone
Investment Management Company.

     The  information  required  by  this  item  with  respect  to  AnalyticoTSA
International,  Inc.  is  incorporated  by  reference  to the Form ADV (File No.
801-42427) of AnalyticoTSA International, Inc.


ITEM 29.          PRINCIPAL UNDERWRITERS.

         Evergreen  Distributor, Inc. The Director and principal
executive officers are:


Directors:      Lynn J. Mangum
Officers:       Lynn J. Mangum              Chairman/CEO
                Robert J. McMullan          Executive Vice President/Treasurer
                J. David Huber              President
                Kevin J. Dell               Vice President/General
                                            Counsel/Secretary
                Mark J. Rybarczyk           Senior Vice President
                Dennis Sheehan              Senior Vice President
                D'Ray Moore                 Vice President
                Dale Smith                  Vice President
                Michael Burns               Vice President


                                                       A-11

<PAGE>




                       Bruce Treff                         Assistant Secretary
                       Annamaria Procaro                   Assistant Secretary



         Evergreen  Distributor,  Inc.  acts as principal  underwriter  for each
registered  investment company or series thereof that is a part of the Evergreen
"fund  complex" as such term is defined in Item 22(a) of Schedule  14A under the
Securities Exchange Act of 1934.



ITEM 30.  LOCATION OF ACCOUNTS AND RECORDS.

         All accounts and records  required to be maintained by Section 31(a) of
the  Investment  Company Act of 1940 and Rules 31a-1 through  31a-3  promulgated
thereunder are maintained at one of the following locations:

         Keystone Investment Management Company, Evergreen Investment
         Services, Inc. and Evergreen Service Company, 200 Berkeley
         Street,  Boston, Massachusetts 02116-5034

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

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

         AnalyticoTSA International, Inc., 25/28 Old Burlington
         Street, London W1X 1LB, England

         Iron Mountain, 3431 Sharp Slot Road, Swansea, Massachusetts
         02720

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


ITEM 31.          MANAGEMENT SERVICES.

         Not Applicable.


ITEM 32.          UNDERTAKINGS.

         Registrant   hereby  undertakes  to  furnish  each  person  to  whom  a
prospectus is delivered with a copy of the Registrant's  latest annual report to
shareholders, upon request and without charge.






                                                       A-12

<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 8th 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  on the 8th day of June,
1998.




/s/William J. Tomko                        /s/Thomas L. McVerry*
William J. Tomko                           Thomas L. McVerry
President and Treasurer                    Trustee
(Principal Financial and
Accounting Officer


/s/Laurence B. Ashkin*                     /s/William Walt Pettit*
Laurence B. Ashkin                         William Walt Pettit
Trustee                                    Trustee

/s/Charles A. Austin III*                  /s/David M. Richardson*
Charles A. Austin III                      David M. Richardson
Trustee                                    Trustee

/s/K. Dun Gifford*                         /s/Russell A. Salton III*
K. Dun Gifford                             Russell A. Salton III
Trusteee                                   Trustee

/s/James S. Howell*                        /s/Michael S. Scofield*
James S. Howell                            Michael S. Scofield
Trustee                                    Trustee


                                       A-13

<PAGE>




/s/Leroy Keith, Jr.*                       /s/Richard J. Shima*
Leroy Keith, Jr.                           Richard J. Shima
Trustee                                    Trustee


/s/Gerald M. McDonnell*
Gerald M. McDonnell
Trustee


*By:     /s/ William J. Tomko
         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 19 to this
Registration Statement.



                                                       A-14

<PAGE>





                                                 INDEX TO EXHIBITS

Exhibit
Number     Description
- -------    -----------
  5(c)     Investment Advisory Agreement between
           First Union National Bank and AnalyticoTSA
           International, Inc.

 19                Powers of Attorney






                                                       A-15

<PAGE>




                                               SUBADVISORY AGREEMENT

         AGREEMENT made effective ___________,  1998, by and between FIRST UNION
NATIONAL  BANK, a national  banking  association  having its principal  place of
business  in  Charlotte,   North  Carolina  (the  "Adviser")  and   ANALYTICoTSA
INTERNATIONAL, INC., a Delaware corporation (the "Subadviser").

         WHEREAS, the Adviser and the Subadviser wish to enter into an Agreement
setting forth the terms on which the Subadviser  will perform  certain  services
for the Adviser and  EVERGREEN  SELECT  FIXED  INCOME  TRUST with respect to its
EVERGREEN SELECT INTERNATIONAL BOND FUND series (the "Fund").

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

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

         2. The  Subadviser  shall place all orders for the purchase and sale of
portfolio securities for the account of the Fund with broker-dealers selected by
the   Subadviser.    In   executing   portfolio   transactions   and   selecting
broker-dealers,  the Subadviser will use its best efforts to seek best execution
on  behalf  of the Fund.  In  assessing  the best  execution  available  for any
transaction,  the  Subadviser  shall  consider  all  factors it deems  relevant,
including the breadth of the market in the security,  the price of the security,
the financial condition and execution  capability of the broker-dealer,  and the
reasonableness of the commission,  if any (all for the specific  transaction and
on a continuing  basis).  In evaluating  the best  execution  available,  and in
selecting the broker-dealer to execute a particular transaction,  the Subadviser
may also consider the  brokerage and research  services (as those terms are used
in Section 28(e) of the Securities Exchange Act of 1934 (the "1934

                                                       A-16

<PAGE>



Act") provided to the Fund and/or other accounts over which the Subadviser or an
affiliate of the Subadviser exercises investment  discretion.  The Subadviser is
authorized  to pay a  broker-dealer  who provides  such  brokerage  and research
services a commission for executing a portfolio transaction for the Fund that is
in excess of the amount of commission another  broker-dealer  would have charged
for effecting that  transaction  if, but only if, the  Subadviser  determines in
good faith that such  commission  was reasonable in relation to the value of the
brokerage and research services provided by such  broker-dealer  viewed in terms
of that  particular  transaction  or in terms of all of the accounts  over which
investment discretion is so exercised.

         3. The Subadviser, at its own expense, shall furnish to the Fund office
space in the offices of the  Subadviser  or in such other place as may be agreed
upon by the  parties  and the Fund  from  time to  time,  all  necessary  office
facilities,  equipment and personnel in connection with its services  hereunder,
and shall  arrange,  if desired  by the Fund,  for  members of the  Subadviser's
organization  to serve without  salaries from the Fund as officers or, as may be
agreed  from time to time,  as agents of the Fund.  The  Subadviser  assumes and
shall pay or  reimburse  the Adviser or the Fund,  as the case may be, for : (a)
the  compensation  (if any) of the Trustees of the Fund who are affiliated  with
the Subadviser,  any of its affiliates,  or the Adviser,  and of all officers of
the Fund as such, and (b) all expenses of the Subadviser  incurred in connection
with its services  hereunder.  The Adviser represents and warrants that the Fund
has  assumed and has agreed to pay all other  expenses  of the Fund,  including,
without limitation:  (a) all charges and expenses of any custodian or depository
appointed  by the Fund for the  safekeeping  of its cash,  securities  and other
property;  (b) all charges and expenses for  bookkeeping  and auditors;  (c) all
charges and  expenses of any  transfer  agents and  registrars  appointed by the
Fund; (d) all fees of all Trustees of the Fund who are not  affiliated  with the
Subadviser,  any of its  affiliates,  or the  Adviser;  (e) all  broker's  fees,
expenses and commissions and issue and transfer taxes  chargeable to the Fund in
connection with  transactions  involving  securities and other property to which
the Fund is a party;  (f) all costs and expenses of  distribution  of its shares
incurred  pursuant to a Plan of Distribution  adopted under Rule 12b-1 under the
Investment  Company Act of 1940 ("1940 Act");  (g) all taxes and corporate  fees
payable by the Fund to Federal,  state or other governmental  agencies;  (h) all
costs of certificates representing shares of the Fund; (i) all fees and expenses
involved in registering  and  maintaining  registrations  of the Fund and of its
shares with the  Securities  and  Exchange  Commission  (the  "Commission")  and
registering  or  qualifying  its shares  under state or other  securities  laws,
including,  without  limitation,  the  preparation  and printing of registration
statements,  prospectuses  and statements of additional  information  for filing
with the Commission and other authorities;  (j) expenses of preparing,  printing
and  mailing   prospectuses   and   statements  of  additional   information  to
shareholders of the Fund;


                  17
                                                       A-17

<PAGE>



(k) all expenses of  shareholders'  and  Trustees'  meetings  and of  preparing,
printing and mailing notices, reports and proxy materials to shareholders of the
Fund;  (l) all  charges  and  expenses  of  legal  counsel  for the Fund and for
Trustees  of the Fund in  connection  with legal  matters  relating to the Fund,
including,  without  limitation,  legal services rendered in connection with the
Fund's  existence,  corporate  and financial  structure  and relations  with its
shareholders,  registrations  and  qualifications  of securities  under Federal,
state and other laws,  issues of  securities,  expenses that the Fund has herein
assumed, whether customary or not, and extraordinary matters, including, without
limitation, any litigation involving the Fund, its Trustees, officers, employees
or agents;  (m) all charges and expenses of filing annual and other reports with
the  Commission  and other  authorities;  (n) all  charges  and  expenses of any
manager appointed by the Fund; and (o) all extraordinary expenses and charges of
the Fund; and in the event that the Subadviser provides any of these services or
pays any of these  expenses,  the Fund will promptly  reimburse  the  Subadviser
therefor.

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

         4. The Adviser shall pay to the  Subadviser,  as  compensation  for the
Subadviser's  services,  a fee equal to 0.30% of the average aggregate daily net
assets of the Fund  ("Subadvisory  Fee").  Such fee shall be computed  daily and
paid  monthly.  In the event that the fee due to the Adviser is reduced in order
to meet  expense  limitations  imposed on the Fund by state  securities  laws or
regulations,  the Subadvisory Fee shall be reduced in accordance with the mutual
agreement of the Adviser and the Subadviser.

         The method of  determining  net assets of the Fund for purposes  hereof
shall be the same as the  method of  determining  net  assets  for  purposes  of
establishing  the offering and  redemption  price of Fund shares as described in
the Fund's  Prospectus.  If this  Agreement is effective for only a portion of a
month,  the aforesaid fee shall be prorated for the portion of such month during
which this Agreement is in effect.


         Notwithstanding  any other  provision of the Agreement,  the Subadviser
may from time to time agree not to impose all or a portion of its fee  otherwise
payable  hereunder  (in  advance of the time such fee or portion  thereof  would
otherwise accrue). Any such fee reduction may be discontinued or modified by the
Subadviser at any time.

         5. The  Subadviser  shall not be liable for any error of  judgement  or
mistake of law or for any loss suffered by the Fund or the Adviser in connection
with  the  performance  of this  Agreement,  except  a loss  resulting  from the
Subadviser's willful


                  18
                                                       A-18

<PAGE>



misfeasance, bad faith, gross negligence or from reckless disregard by it of its
obligations  and duties under this  Agreement.  Any person,  even though also an
officer, Director,  partner, employee, or agent of the Subadviser, who may be or
become an  officer,  Trustee or  Director,  employee or agent of the Fund or the
Adviser  (other than  services or business in connection  with the  Subadviser's
duties  hereunder),  to be rendering  such  services to or acting solely for the
Fund or the  Adviser,  as the  case  may be,  and not as an  officer,  Director,
partner,  employee,  or agent or one  under  the  control  or  direction  of the
Subadviser  even though paid by it. The Adviser agrees to indemnify and hold the
Subadviser harmless from all taxes, charges, expenses,  assessments,  claims and
liabilities  (including,  without  limitation,  liabilities  arising  under  the
Securities  Act of 1933,  the 1934 Act,  the 1940 Act, and any state and foreign
securities  and blue sky laws,  as  amended  from  time to time)  and  expenses,
including  (without  limitation)  attorneys'  fees  and  disbursements,  arising
directly or  indirectly  from any action or thing that the  Subadviser  takes or
does or omits to take or do hereunder; provided that the Subadviser shall not be
indemnified  against any  liability to the Fund or to its  shareholders  (or any
expenses  incident to such liability)  arising out of a breach of fiduciary duty
with respect to the receipt of compensation for services,  willful  misfeasance,
bad faith, or gross  negligence on the part of the Subadviser in the performance
of its duties,  or from reckless  disregard by it of its  obligations and duties
under this Agreement.

         6. The  Adviser  represents  and  warrants  that the Fund has agreed to
cause  its  books  and  accounts  to be  audited  at least  once  each year by a
reputable  independent  public accountant or organization of public  accountants
who shall render a report to the Fund.

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

         8. This Agreement  shall continue in effect for two years from the date
set forth above and thereafter only so long as (a)


                  19
                                                       A-19

<PAGE>



such  continuance  is  specifically  approved at least  annually by the Board of
Trustees  of the  Fund  or by a vote of a  majority  of the  outstanding  voting
securities of the Fund,  and (b) such renewal has been approved by the vote of a
majority of Trustees of the Fund who are not interested persons, as that term is
defined in the 1940 Act, of the Subadviser,  the Adviser or of the Fund, cast in
person at a meeting called for the purpose of voting on such approval.

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

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

         11. The provisions of this Agreement  shall be governed,  construed and
enforced in accordance with the laws of The Commonwealth of Massachusetts.

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


                   FIRST UNION NATIONAL BANK



                   By:________________________________
                            Name:
                    Title:


                   ANALYTICoTSA INTERNATIONAL, INC.


                 
                                                       

<PAGE>





                By:________________________________
                   Name:
                   Title:




                  





                                                 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


                  
                                                       A-22

<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.


                  
                                                       A-23

<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


                  
                                                       A-24

<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


                  
                                                       A-25

<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


                  
                                                       A-26

<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


                  
                                                       A-27

<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.


                  
                                                       A-28

<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


                 
                                                       A-29

<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


                  
                                                       A-30

<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


                  
                                                       A-31

<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


                
                                                       A-32

<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



                 
                                                       A-33

<PAGE>










                  
                                                       A-34

<PAGE>





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