1933 Act No. 333-36019
1940 Act 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. 11 [X]
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [ ]
Amendment No. 11 [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)
The Corporation Trust Company
1209 Orange Street
Wilmington, Delaware 19801
(Name and Address of Agent for Service)
It is proposed that this filing will become effective:
[X] immediately upon filing pursuant to paragraph (b)
[ ] on February 1, 1999 pursuant to paragraph (b)
[ ] 60 days after filing pursuant to paragraph (a)(i)
[ ] on (date) pursuant to paragraph (a)(i)
[ ] 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 (date) pursuant to paragraph (a)(i)
<PAGE>
EVERGREEN SELECT FIXED INCOME TRUST
CONTENTS OF POST-EFFECTIVE AMENDMENT NO. 11 TO
REGISTRATION STATEMENT ON FORM N-1A
This Post-Effective Amendment No. 11 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
PART A
------
Prospectus for Class A, Class B and Class C shares of
Evergreen Select Adjustable Rate Fund is contained herein.
Prospectus for the Institutional shares and Institutional Service shares of
Evergreen Select Fixed Income Fund II is contained in Post-Effective
Amendment No. 10 to Registration Statement No. 333-36019/811-08365 filed on
February 25, 2000 and is incorporated by reference herein.
Prospectus for the Institutional shares and Institutional Service
shares of Evergreen Select Adjustable Rate Fund, Evergreen Select Core Bond
Fund, Evergreen Select Fixed Income Fund, Evergreen Select High Yield Bond
Fund, Evergreen Select Income Plus Fund, Evergreen Select Intermediate
Term Municipal Bond Fund, Evergreen Select International Bond Fund,
Evergreen Select Limited Duration Fund and Evergreen Select Total
Return Bond Fund is contained in Post-Effective Amendment
No. 9 to Registration Statement No. 333-36019/811-08365 filed on
January 28, 2000 and is incorporated by reference herein.
PART B
------
Statement of Additional Information for Evergreen Select Fixed Income
Fund II is contained in Post-Effective Amendment No. 10 to
Registration Statement No. 333-36019/811-08365 filed on
February 25, 2000 and is incorporated by reference herein.
Statement of Additional Information for Evergreen Select Adjustable Rate Fund,
Evergreen Select Core Bond Fund, Evergreen Select Fixed Income Fund,
Evergreen Select High Yield Bond Fund, Evergreen Select Income Plus Fund,
Evergreen Select Intermediate Term Municipal Bond Fund, Evergreen
Select International Bond Fund, Evergreen Select Limited Duration Fund
and Evergreen Select Total Return Bond Fund is contained in
Post-Effective Amendment No. 9 to Registration Statement
No. 333-36019/811-08365 filed on January 28, 2000
and is incorporated by reference herein.
PART C
------
Exhibits
Idemnification
Business and Other Connections of Investment Advisors
Principal Underwriter
Location of Accounts and Records
Undertakings
Signatures
<PAGE>
EVERGREEN SELECT FIXED INCOME TRUST
PART A
PROSPECTUS
<PAGE>
Evergreen Select Fixed Income Funds
Evergreen Select Adjustable Rate Fund
Class A
Class B
Class C
Prospectus, May 15, 2000
The Securities and Exchange Commission has not determined that the information
in this prospectus is accurate or complete, nor has it approved or disapproved
these securities. Anyone who tells you otherwise is committing a crime.
FUND RISK/RETURN SUMMARY:
Overview of Fund Risks 1
Evergreen Select Adjustable Rate Fund 2
GENERAL INFORMATION:
The Fund's Investment Advisor 4
The Fund's Portfolio Manager 4
Calculating the Share Price 4
How to Choose an Evergreen Fund 4
How to Choose the Share Class
That Best Suits You 4
How to Buy Shares 7
How to Redeem Shares 8
Other Services 9
The Tax Consequences of
Investing in the Fund 9
Fees and Expenses of the Fund 10
Other Fund Practices 11
In general, the Fund seeks to provide investors with a high level of current
income consistent with a low volatility of principal. The Fund emphasizes
investments in adjustable rate, mortgage-backed and other mortgage-related
securities, and U.S. government obligations. As of the date of this prospectus,
Classes A, B and C are not yet available. It is expected that these classes will
be available for sale on or about July 21, 2000.
Fund Summary Key
The Fund's summary is organized around the following basic topics and questions:
Investment Goal
What is the Fund's financial objective? You can find clarification on how the
Fund seeks to achieve its objective by looking at the Fund's strategy and
investment policies. The Fund's Board of Trustees can change the investment
objective without a shareholder vote.
Investment Strategy
How does the Fund go about trying to meet its goals? What types of investments
does it contain? What style of investing and investment philosophy does it
follow? Does it have limits on the amount invested in any particular type of
security?
Risk Factors
What are the specific risks for an investor in the Fund?
PERFORMANCE
How well has the Fund performed in the past year? The past five years? The past
ten years?
Expenses
How much does it cost to invest in the Fund? What is the difference between
sales charges and expenses?
<PAGE>
OVERVIEW OF FUND RISKS
Select Adjustable Rate Fund
typically relies on the following strategies:
o normally investing up to 65% of its total assets in mortgage-backed
securities or other securities collateralized by or representing an
interest in a pool of mortgages;
o investing up to 35% of its assets in obligations of the U.S. government,
its agencies or instrumentalities; and
o selling a portfolio investment when the issuer's investment fundamentals
begin to deteriorate, to take advantage of more attractive yield
opportunities, when the investment no longer appears to meet the Fund's
investment objective, when the Fund must meet redemptions, or for other
investment reasons which the portfolio manager deems necessary.
may be appropriate for investors who:
o seek a high level of current income consistent with low volatility of
principal.
Following this overview, you will find information on the Fund's specific
investment strategies and risks.
Risk Factors For All Mutual Funds
Please remember that mutual fund shares are:
o not guaranteed to achieve their investment goal
o not a deposit with a bank
o not insured, endorsed or guaranteed by the FDIC or any government agency
o subject to investment risks, including possible loss of your original
investment
Like most investments, your investment in the Fund could fluctuate significantly
in value over time and could result in a loss of money.
Following are some of the most important factors that may affect the value of
your investment. Other factors may be described in the discussion following this
overview:
Interest Rate Risk
When interest rates go up, the value of debt securities tends to fall. Since
your Fund invests a significant portion of its portfolio in debt securities, if
interest rates rise, then the value of your investment may decline. When
interest rates go down, interest earned by the Fund on its debt securities may
also decline, which could cause the Fund to reduce the dividends it pays.
Credit Risk
The value of a debt security is directly affected by the issuer's ability to
repay principal and pay interest on time. Since the Fund invests in debt
securities, the value of your investment may decline if an issuer fails to pay
an obligation on a timely basis.
Mortgage-Backed Securities Risk
Like other debt securities, changes in interest rates generally affect the
value of a mortgage-backed security. Additionally, some mortgage-backed
securities may be structured so that they may be particularly sensitive to
interest rates. Early repayment of mortgages underlying these securities may
expose a Fund to a lower rate of return when it reinvests the principal.
<PAGE>
Select Adjustable Rate Fund
FUND FACTS:
Goal:
- High Current Income
- Low Volatility
Principal Investments:
- Adjustable Rate Securities
- U.S. Government Obligations
Classes of Shares Offered in this Prospectus:
- Class A
- Class B
- Class C
Investment Advisor:
- Evergreen Investment Management Company
Portfolio Manager:
- Gary E. Pzegeo, CFA
Dividend Payment Schedule:
- Monthly
[GRAPHIC OMITTED] Investment Goal
The Fund seeks a high level of current income consistent with low volatility of
principal.
[GRAPHIC OMITTED]Investment Strategy
The following supplements the investment strategies discussed in the "Overview
of Fund Risks" on page 1.
The Fund seeks to provide a relatively stable net asset value per share by
investing primarily in adjustable rate securities, whose interest rates are
periodically reset when market rates change. The average dollar weighted reset
period of adjustable rate securities held by the Fund will not exceed one year.
Normally the Fund invests at least 65% of its assets in mortgage-backed
securities or other securities collateralized by or representing an interest in
a pool of mortgages, which securities have interest rates that reset at periodic
intervals and are issued or guaranteed by the U.S. government, its agencies or
instrumentalities, including collateralized mortgage obligations. The Fund may
also invest up to 35% of its assets in obligations of the U.S.
government, its agencies or instrumentalities.
The Fund may temporarily invest up to 100% of its assets in high quality money
market instruments in response to adverse economic, political or market
conditions. This strategy is inconsistent with the Fund's principal investment
strategy and investment goal, and if employed could result in a lower return and
loss of market opportunity.
[GRAPHIC OMITTED]Risk Factors
Your investment in the Fund is subject to the risks discussed in the "Overview
of Fund Risks" on page 1 under the headings:
o Interest Rate Risk
o Credit Risk
o Mortgage-Backed Securities Risk
For further information regarding the Fund's investment strategy and risk
factors see "Other Fund Practices."
<PAGE>
PERFORMANCE
The following tables show how the Fund has performed in the past. Past
performance is not an indication of future results.
The table below shows the percentage gain or loss for Institutional shares of
the Fund in each calendar year since the Institutional shares' inception on
10/1/1991. It should give you a general idea of the risks of investing in the
Fund by showing how the Fund's return has varied from year-to-year. This table
includes the effects of Fund expenses.
Year-by-Year Total Return for Institutional Shares (%)*
- ---------- -------- -------- -------- ------- -------- -------- --------
1992 1993 1994 1995 1996 1997 1998 1999
- ---------- -------- -------- -------- ------- -------- -------- --------
- ---------- -------- -------- -------- ------- -------- -------- --------
4.13% 5.37% 1.06% 8.67% 6.92% 7.23% 4.81% 4.99%
- ---------- -------- -------- -------- ------- -------- -------- --------
Best Quarter: 1st Quarter 1995 +3.13%*
Worst Quarter: 2nd Quarter 1994 -0.26%*
Year-to-date total return through 3/31/2000 is +1.77%.*
This next table lists the Fund's average annual total return for the
Institutional shares over the past one and five years and since inception
(through 12/31/1999). This table is intended to provide you with some indication
of the risks of investing in the Fund by comparing its performance with the
6-month Treasury Bill Index (6 mo. T-Bill), which is derived from secondary
market interest rates as published by the Federal Reserve. The 6 mo. T-bill is
comprised of a single issue purchased at the beginning of the month and held for
a full month. At the end of the month, that issue is sold and rolled into a
newly selected issue. The issue selected at each month-end rebalancing is the
outstanding Treasury Bill that matures closest to, but not beyond, six months
from the rebalancing date. An index does not include transaction costs
associated with buying and selling securities or any mutual fund expenses. It is
not possible to invest directly in an index. Average Annual Total Return (for
the period ended 12/31/1999)*
Inception Performance Since
Date of Class 1 year 5 year 10 year 10/1/1991
Institutional
shares 10/1/1991 4.99% 6.51% N/A 5.45%
6 mo. T-Bill 4.80% 5.37% N/A 4.81%
* Since Class A, B and C shares have no previous operating history, the
performance shown is for the Institutional shares which are not offered in this
prospectus. The performance of each Class would differ only to the extent that
the Classes do not have the same expenses or sales charges. Year-by-Year Total
Return includes the effects of Rule 12b-1 fees, but not sales charges. These
Rule 12b-1 fees are 0.21% for Class A, 1.00% for Class B and 1.00% for Class C.
Institutional shares pay no 12b-1 fees. Average Annual Total Return includes
the effects of both applicable sales charges and Rule 12b-1 fees. The sales
charge for Class A is 3.25% and the deferred sales charge for Class B and Class
C is 1.00%. Institutional shares do not pay sales charges. If Class A, B and C
shares had been in existence for the periods presented above, their total
returns would have been lower.
EXPENSES
This section describes the fees and expenses you would pay if you bought and
held shares of the Fund.
Shareholder Fees (fees paid directly from your investment)
Shareholder
Transaction Expenses Class A Class B Class C
Maximum sales charge imposed on 3.25% None None
purchases (as a % of offering price)
Maximum deferred sales charge None(1) 5.00% 2.00%
(as a % of either the redemption
amount or initial investment whichever
is lower)
(1) Investments of $1 million or more are not subject to a front-end sales
charge, but may be subject to a contingent deferred sales charge of 1.00% upon
redemption within one year after the month of purchase.
Annual Fund Operating Expenses (expenses that are deducted from Fund assets)+
Management 12b-1 Other Total Fund
Fees Fees Expenses Operating Expenses++
Class A 0.21% 0.21%# 0.28% 0.70%
Class B 0.21% 1.00% 0.28% 1.49%
Class C 0.21% 1.00% 0.28% 1.49%
+ Estimated for the fiscal period ending 9/30/2000.
++ The Fund's investment advisor has agreed to voluntarily waive the management
fee and/or reimburse expenses for a period of two years beginning in July 2000
in order to limit Total Fund Operating Expenses to 0.70% for Class A, 1.49% for
Class B and 1.49% for Class C.
# Restated to reflect current 12b-1 fees. The predecessor class of shares (Class
A shares of Evergreen Capital Preservation and Income Fund) purchased after
1/1/1997 incurs a fee of 0.10%. Class A shares purchased prior to 1/1/1997 incur
a 12b-1 fee of 0.25%. Class A shares of the Fund currently incur a fee of 0.10%.
As a result, the Fund currently accrues a blended 12b-1 fee of 0.21%.
The table below shows the total expenses you would pay on a $10,000 investment
over one-, three-, five- and ten-year periods. The example is intended to help
you compare the cost of investing in the Fund versus other mutual funds and is
for illustration only. The example assumes a 5% average annual return and that
you reinvest all of your dividends and distributions. Your actual costs may be
higher or lower.
Example of Fund Expenses
Assuming Redemption at Assuming
End of Period No Redemption
--------------------------- ----------------
Class A Class B Class C Class B Class C
After 1 year $391 $652 $352 $152 $152
After 3 years $532 $771 $471 $471 $471
After 5 years $686 $1,013 $813 $813 $813
After 10 years $1,132 $1,453 $1,779 $1,453 $1,779
<PAGE>
THE FUND'S INVESTMENT ADVISOR
The investment advisor manages the Fund's investments and supervises its daily
business affairs. All investment advisors for the Evergreen Funds are
subsidiaries of First Union Corporation, the sixth largest bank holding company
in the United States, with over $255 billion in consolidated assets as of
4/30/2000. First Union Corporation is located at 301 South College Street,
Charlotte, North Carolina 28288-0013.
Evergreen Investment Management Company (EIMC) is the investment advisor to the
Fund. EIMC has been managing mutual funds and private accounts since 1932 and
currently manages over $12.7 billion in assets for 31 of the Evergreen Funds.
EIMC is located at 200 Berkeley Street, Boston, Massachusetts 02116-5034.
For the fiscal year ended 9/30/1999, the aggregate advisory fee paid by the Fund
to EIMC was 0.12% of the Fund's average daily net assets.
THE FUND'S PORTFOLIO MANAGER
Gary E. Pzegeo, CFA, has been a Vice President and portfolio manager since 1997
and has been a portfolio manager of the Fund since April 1997. Mr. Pzegeo has
been an investment professional at EIMC since 1990, becoming a senior research
associate in 1994, an analyst in 1996, and a portfolio manager in 1997.
CALCULATING THE SHARE PRICE
The value of one share of the Fund, also known as the net asset value, or NAV,
is calculated on each day the New York Stock Exchange is open, at 4 p.m. Eastern
time or as of the time the Exchange closes, if earlier. The Fund calculates its
share price for each share by adding up its total assets, subtracting all
liabilities, then dividing the result by the total number of shares outstanding.
Each class of shares is calculated separately. Each security held by the Fund is
valued using the most recent market data for that security. If no market data is
available for a given security, the Fund will price that security at fair value
according to policies established by the Fund's Board of Trustees. Short-term
securities with maturities of 60 days or less will be valued on the basis of
amortized cost.
The price per share you pay for a Fund purchase or the amount you receive for a
Fund redemption is based on the next price calculated after the order is
received and all required information is provided. The value of your account at
any given time is the latest share price multiplied by the number of shares you
own. Your account balance may change daily because the share price may change
daily.
HOW TO CHOOSE AN EVERGREEN FUND
When choosing an Evergreen Fund, you should:
o Most importantly, read the prospectus to see if the Fund is suitable for
you.
o Consider talking to an investment professional. He or she is qualified to
give you investment advice based on your investment goals and financial
situation and will be able to answer questions you may have after reading
the Fund's prospectus.
He or she can also assist you through all phases of opening your account.
o Request any additional information you want about the Fund, such as the
Statement of Additional Information (SAI), Annual Report or Semi-annual
Report by calling 1-800-343-2898. In addition, any of these documents, with
the exception of the SAI, may be downloaded off our website at
www.evergreen-funds.com.
HOW TO CHOOSE THE SHARE CLASS THAT BEST SUITS YOU
The Fund offers five different share classes: Institutional, Institutional
Service, Class A, Class B and Class C shares. This prospectus offers Class A,
Class B and Class C shares. Each class except Institutional and Institutional
Service shares has its own sales charge. Pay particularly close attention to the
fee structure of each class so you know how much you will be paying before you
invest.
Class A
If you select Class A shares, you may pay a front-end sales charge of up to
3.25%, but you do not pay a deferred sales charge. In addition, Class A shares
are subject to 12b-1 fees. The front-end sales charge is deducted from your
investment before it is invested. The actual charge depends on the amount
invested, as shown below:
As a % of As a % Dealer
Your NAV excluding of your commission
Investment sales charge investment as a % of NAV
Up to $49,999 3.25% 3.36% 2.75%
$50,000-$99,999 3.00% 3.09% 2.75%
$100,000-$249,999 2.50% 2.56% 2.25%
$250,000-$499,999 2.00% 2.04% 1.75%
$500,000-$999,999 1.50% 1.52% 1.25%
$1,000,000 and over 0.00% 0.00% 1.00 to 0.25%
Although no front-end sales charge applies to purchases of $1,000,000 and over,
you will pay a 1.00% deferred sales charge if you redeem any such shares within
13 months of purchase.
Two ways you can reduce your Class A sales charges:
1. Rights of Accumulation allow you to combine your investment with all
existing investments in all your Evergreen Fund accounts when determining
whether you meet the threshold for a reduced Class A sales charge.
2. Letter of Intent. If you agree to purchase at least $50,000
over a 13-month period, you pay the same sales charge as if you had
invested the full amount all at once. The Fund will hold a certain portion
of your investment in escrow until your commitment is met.
Contact your broker or the Evergreen Service Company at 1-800-343-2898 if you
think you may qualify for either of these services.
The Fund may also sell Class A shares at net asset value without a front-end or
deferred sales charge to the Directors, Trustees, officers and employees of the
Fund and the advisory affiliates of First Union Corporation, to members of their
immediate families, to registered representatives of firms with dealer
agreements with Evergreen Distributor, Inc. (EDI), and to a bank or trust
company acting as trustee for a single account.
Class B
If you select Class B shares, you do not pay a front-end sales charge, so the
entire amount of your purchase is invested in the Fund. However, your shares are
subject to an additional expense, known as 12b-1 fees. In addition, you may pay
a deferred sales charge if you redeem your shares within six years after the
month of purchase. The amount of the deferred sales charge depends on the length
of time the shares were held, as shown below:
Time Held Deferred Sales Charge
Month of Purchase + First 12 Month Period 5.00%
Month of Purchase + Second 12 Month Period 4.00%
Month of Purchase + Third 12 Month Period 3.00%
Month of Purchase + Fourth 12 Month Period 3.00%
Month of Purchase + Fifth 12 Month Period 2.00%
Month of Purchase + Sixth 12 Month Period 1.00%
Thereafter 0.00%
After 7 years Converts to Class A
Dealer Allowance 4.00%
The maximum deferred sales charge will be reduced for certain investors. For
further information on how the deferred sales charge is calculated at the time
of redemption see "Calculating the Deferred Sales Charge" below.
Class C
Like Class B shares, you do not pay a front-end sales charge on Class C shares.
However, you may pay a deferred sales charge if you redeem your shares within
two years after the month of purchase. Also, these shares do not convert to
Class A shares and so the higher 12b-1 fees paid by Class C shares continue for
the life of the account.
The maximum amount of the deferred sales charge depends on the length of time
the shares were held, as shown below:
Time Held Deferred Sales Charge
Month of Purchase + First 12 Month Period 2.00%
Month of Purchase + Second 12 Month Period 1.00%
Thereafter 0.00%
Dealer Allowance 2.00%
The maximum deferred sales charge will be reduced for certain investors. For
further information on how the deferred sales charge is calculated at the time
of redemption see "Calculating the Deferred Sales Charge" below.
Waiver of Class B or Class C Deferred Sales Charges
You will not be assessed a deferred sales charge for Class B or Class C shares
if you redeem shares in the following situations:
o When the shares were purchased through reinvestment of dividends/capital gains
o Death or disability
o Lump-sum distribution from a 401(k) plan or other benefit plan qualified
under ERISA
o Automatic IRA withdrawals if your age is at least 59 1/2
o Automatic withdrawals of up to 1.0% of the account balance per month
o Loan proceeds and financial hardship distributions from a retirement plan
o Returns of excess contributions or excess deferral amounts made to a
retirement plan participant
Calculating the Deferred Sales Charge
If imposed, the Fund deducts the deferred sales charge from the redemption
proceeds you would otherwise receive. The deferred sales charge is a percentage
of the lesser of (1) the net asset value of the shares at the time of redemption
or (2) the shareholder's original net cost for such shares. Upon request for
redemption, to keep the deferred sales charge a shareholder must pay as low as
possible, the Fund will first seek to redeem shares not subject to the deferred
sales charge and/or shares held the longest, in that order. The deferred sales
charge on any redemption is, to the extent permitted by the National Association
of Securities Dealers, Inc., paid to EDI or its predecessor.
<PAGE>
HOW TO BUY SHARES
Evergreen Funds' low investment minimums make investing easy. Once you decide on
an amount and a share class, simply fill out an application and send in your
payment, or talk to your investment professional.
Minimum Investments
Initial Additional
Regular Accounts $1,000 None
IRAs $250 None
Systematic Investment Plan $50 $25
<TABLE>
<CAPTION>
Method Opening an Account Adding to an Account
<S> <C> <C>
By Mail or through o Complete and sign the account application. o Make your check payable to
an Investment o Make the check payable to Evergreen Funds. Evergreen Funds
Professional o Mail the application and your check to the address o Write a note specifying:
below: - The Fund name
Evergreen Service Company Overnight Address: - Share class
P.O. Box 2121 - Your account number
Boston, MA 02106-2121 Evergreen Service Company - The name(s) in which the account is
200 Berkeley St. registered.
Boston, MA 02116-5039 o Mail to the address to the left or
deliver to your investment
o Or deliver them to your investment representative representative
(provided he or she has a broker-dealer arrangement
with EDI.)
By Phone o Call 1-800-343-2898 to set up an account number o Call the Evergreen Express Line at
and get wiring instructions (call before 12 noon if 1-800-346-3858 24 hours a day or
you want wired funds to be credited that day). 1-800-343-2898 between 8 a.m. and 6
o Instruct your bank to wire or transfer your p.m. Eastern time, on any business
purchase (they may charge a wiring fee). day.
o Complete the account application and mail to: o If your bank account is set up on
Evergreen Service Company Overnight Address: file, you can request either:
P.O. Box 2121 Evergreen - Federal Funds Wire (offers
Service Company immediate access to funds) or
Boston, MA 02106-2121 200 Berkeley St. - Electronic transfer through the
Boston, MA 02116-5039 Automated Clearing House which avoids
wiring fees.
o Wires received after 4 p.m. Eastern time on market
trading days will receive the next market day's
closing price.*
By Exchange o You can make an additional investment by exchange from an existing Evergreen Funds account by
contacting your investment representative or calling the Evergreen Express Line at 1-800-346-3858.**
o You can only exchange shares within the same class.
o There is no sales charge or redemption fee when exchanging funds within the Evergreen Funds
family.***
o Orders placed before 4 p.m. Eastern time on market trading days will receive that day's closing share
price (if not, you will receive the next market day's closing price).*
o Exchanges are limited to three per calendar quarter, but in no event more than five per calendar year.
o Exchanges between accounts which do not have identical ownership must be made in writing with a
signature guarantee (see "Exceptions: Redemption Requests That Require A Signature Guarantee" on the
next page).
Systematic o You can transfer money automatically from your bank account o To establish automatic
Investment Plan into your Fund account on a monthly basis. investing for an existing
(SIP) o Initial investment minimum is $50 if you invest at least $25 account, call
per month with this service. 1-800-343-2898 for an
o To enroll, check off the box on the account application and application.
provide: o The minimum is $25 per
- Your bank account information month or $75 per quarter.
- The amount and date of your monthly investment. o You can also establish
an investing program
through direct deposit
from your paycheck. Call
1-800-343-2898 for details.
</TABLE>
* The Fund's shares may be made available through financial service firms which
are also investment dealers and which have a service agreement with EDI. The
Fund has approved the acceptance of purchase and repurchase request orders
effective as of the time of their receipt by certain authorized financial
intermediaries.
** Once you have authorized either the telephone exchange or redemption service,
anyone with a Personal Identification Number (PIN) and the required account
information (including your broker) can request a telephone transaction in your
account. All calls are recorded and/or monitored for verification, recordkeeping
and quality-assurance purposes. The Evergreen Funds reserve the right to
terminate the exchange privilege of any shareholder who exceeds the listed
maximum number of exchanges, as well as to reject any large dollar exchange if
placing it would, in the judgment of the portfolio manager, adversely affect the
price of the Fund.
***This does not apply to exchanges from Class A shares of an Evergreen money
market fund.
HOW TO REDEEM SHARES
We offer you several convenient ways to redeem your shares in any of the
Evergreen Funds:
<TABLE>
<CAPTION>
Methods Requirements
<S> <C>
Call Us o Call the Evergreen Express Line at 1-800-346-3858 24 hours a day or 1-800-343-2898 between 8 a.m.
and 6 p.m. Eastern time, on any business day.
o This service must be authorized ahead of time, and is only available for regular accounts.**
o All authorized requests made before 4 p.m. Eastern time on market trading days will be
processed at that day's closing price. Requests made after 4 p.m. will be processed the following
business day.*
o We can either:
- wire the proceeds into your bank account (service charges may apply)
- electronically transmit the proceeds into your bank account via the Automated Clearing
House service
- mail you a check.
o All telephone calls are recorded and/or monitored for your protection. We are not responsible
for acting on telephone orders we believe are genuine.
o See "Exceptions: Redemption Requests That Require A Signature Guarantee" below for requests that
must be made in writing with your signature guaranteed.
Write Us o You can mail a redemption request to:
Evergreen Service Company Overnight Address:
P.O. Box 2121 Evergreen Service Company
Boston, MA 02106-2121 200 Berkeley St.
Boston, MA 02116-5039
o Your letter of instructions must:
- list the Fund name and the account number
- indicate the number of shares or dollar value you wish to redeem
- be signed by the registered owner(s)
o See exceptions list below for requests that must be signature guaranteed.
o To redeem from an IRA or other retirement account, call 1-800-343-2898 for a special application.
Redeem Your o You may also redeem your shares through participating broker-dealers by delivering a letter as
Shares in Person described above to your broker-dealer.
o A fee may be charged for this service.
Systematic o You can transfer money automatically from your Fund account on a monthly or quarterly basis
Withdrawal without redemption fees.
Plan (SWP) o The withdrawal can be mailed to you, or deposited directly into your bank account.
o The minimum is $75 per month.
o The maximum is 1% of your account per month or 3% per quarter.
o To enroll, call 1-800-343-2898 for an application.
* The Fund's shares may be made available through financial service firms which
are also investment dealers and which have a service agreement with EDI. The
Fund has approved the acceptance of purchase and repurchase request orders
effective as of the time of their receipt by certain authorized financial
intermediaries.
** Once you have authorized either the telephone exchange or
redemption service, anyone with a Personal Identification Number (PIN) and the
required account information (including your broker) can request a telephone
transaction in your account. All calls are recorded and/or monitored for
verification, recordkeeping and quality-assurance purposes. The Evergreen Funds
reserve the right to terminate the exchange privilege of any shareholder who
exceeds the listed maximum number of exchanges, as well as to reject any large
dollar exchange if placing it would, in the judgment of the portfolio manager,
adversely affect the price of the Fund.
Timing of Proceeds
Normally, we will
send your redemption proceeds on the next business day after we receive your
request; however, we reserve the right to wait up to seven business days to
redeem any investments made by check and five business days for investments made
by Automated Clearing House transfer. We also reserve the right to redeem in
kind, under certain circumstances, by paying you the proceeds of a redemption in
securities rather than in cash, and to redeem the remaining amount in the
account if your redemption brings the account balance below the initial minimum
of $1,000.
Exceptions: Redemption Requests That Require A Signature Guarantee
To protect you and the Evergreen Funds against fraud, certain redemption
requests must be made in writing with your signature guaranteed. A signature
guarantee can be obtained at most banks and securities dealers. A notary public
is not authorized to provide a signature guarantee.
The following circumstances require signature guarantees:
o You are redeeming more than $50,000.
- - You want the proceeds transmitted into a bank account not listed on the account. Who Can Provide A Signature
o You want the proceeds payable to anyone other than the registered owner(s) of Guarantee:
the account. o Commercial Bank
o Either your address or the address of your bank account has been changed within o Trust Company
30 days. o Savings Association
o The account is registered in the name of a fiduciary corporation or any other o Credit Union
organization. o Member of a U.S. stock
exchange
In these cases, additional documentation is required:
corporate accounts: certified copy of corporate resolution
fiduciary accounts: copy of the power of attorney or other governing document
</TABLE>
OTHER SERVICES
Evergreen Express Line
(800) 346-3858
Use our automated, 24-hour service to check the value of your investment in a
Fund; purchase, redeem or exchange Fund shares; find the Fund's price, yield or
total return; order a statement or duplicate tax form; or hear market commentary
from Evergreen portfolio managers.
Automatic Reinvestment of Dividends
For the convenience of investors, all dividends and capital gains distributions
are automatically reinvested, unless you request otherwise. Distributions can be
made by check or electronic transfer through the Automated Clearing House to
your bank account. The details of your dividends and other distributions will be
included on your statement.
Payroll Deduction
If you want to invest automatically through your paycheck, call us to find out
how you can set up direct payroll deductions. The amounts deducted will be
invested in your Fund account using the Electronic Funds Transfer System. We
will provide the Fund account number. Your payroll department will let you know
the date of the pay period when your investment begins.
Telephone Investment Plan
You may make additional investments electronically in an existing Fund account
at amounts of not less than $100 or more than $10,000 per investment. Telephone
requests received by 4 p.m. Eastern time will be invested the day the request is
received.
Dividend Exchange
You may elect on the application to reinvest capital gains and/or dividends
earned in one Evergreen Fund into an existing account in another Evergreen Fund
in the same share class -- automatically. Please indicate on the application the
Evergreen Fund(s) into which you want to invest the distributions.
Reinvestment Privileges
Under certain circumstances, shareholders may, within one year of redemption,
reinstate their accounts at the current price. This is the Fund's net asset
value, also sometimes referred to as the Fund's "NAV."
THE TAX CONSEQUENCES OF INVESTING IN THE FUND
You may be taxed in two ways:
o On Fund distributions (dividends and capital gains) o On any profit you make
when you sell any or all of your shares.
Fund Distributions
A mutual fund passes along to all of its shareholders the net income or profits
it receives from its investments. The shareholders of the fund then pay any
taxes due, whether they receive these distributions in cash or elect to have
them reinvested. Otherwise, the Fund will distribute two types of taxable income
to you:
o Dividends. To the extent that regular dividends are derived from interest that
is not tax-exempt or from short-term capital gains, you will have to include
them in your federal taxable income. The Fund pays a monthly dividend from
the dividends, interest and other income on the securities in which it
invests.
o Capital Gains. When a mutual fund sells a security it owns for a profit, the
result is a capital gain. The Fund generally distributes capital gains, if
any, at least once a year, near the end of the calendar year. Short-term
capital gains reflect securities held by the Fund for a year or less and are
considered ordinary income just like dividends. Profits on securities held
longer than 12 months are considered long-term capital gains and are taxed at
a special tax rate (20% for most taxpayers).
Dividend and Capital Gain Reinvestment
Unless you choose otherwise on the account application, all dividend and capital
gain payments will be reinvested to buy additional shares. Distribution checks
that are returned and distribution checks that are uncashed when the shareholder
has failed to respond to mailings from the shareholder servicing agent will
automatically be reinvested to buy additional shares. No interest will accrue on
amounts represented by uncashed distribution or redemption checks.
We will send you a statement each January with the federal tax status of
dividends and distributions paid by the Fund during the previous calendar year.
Profits You Realize When You Redeem Shares
When you sell shares in a mutual fund, whether by redeeming or exchanging, you
have created a taxable event. You must report any gain or loss on your tax
return unless the transaction was entered into by a tax-deferred retirement
plan. Investments in money market funds typically do not generate capital gains.
It is your responsibility to keep accurate records of your mutual fund
transactions. You will need this information when you file your income tax
return, since you must report any capital gain or loss you incur when you sell
shares. Remember, an exchange is a purchase and a sale for tax purposes.
Tax Reporting
Evergreen Service Company provides you with a tax statement of your dividend and
capital gains distributions for each calendar year on Form 1099 DIV. Proceeds
from a sale are reported on Form 1099B. You must report these on your tax
return. Since the IRS receives a copy as well, you could pay a penalty if you
neglect to report them.
Evergreen Service Company will send you a tax information guide each year during
tax season, which may include a cost basis statement detailing the gain or loss
on taxable transactions you had during the year. Please consult your own tax
advisor for further information regarding the federal, state and local tax
consequences of an investment in the Fund.
Retirement Plans
You may invest in the Fund through various retirement plans, including IRAs,
401(k) plans, Simplified Employee Plans (SEPs), IRAs, 403(b) plans, 457 plans
and others. For special rules concerning these plans, including applications,
restrictions, tax advantages and potential sales charge waivers, contact your
broker-dealer. To determine if a retirement plan may be appropriate for you,
consult your tax advisor.
FEES AND EXPENSES OF THE FUND
Every mutual fund has fees and expenses that are assessed either directly or
indirectly. This section describes each of those fees.
Management Fee
The management fee pays for the normal expenses of managing the Fund, including
portfolio manager salaries, research costs, corporate overhead expenses and
related expenses.
12b-1 Fees
The Trustees of the Evergreen Funds have approved a policy to assess 12b-1 fees
for Class A, Class B and Class C shares. Up to 0.75 % of the average daily net
assets of Class A shares and up to 1.00% of the average daily net assets of
Class B and Class C shares are payable as 12b-1 fees. Class A shares of the
Fund's predecessor purchased prior to 1/1/1997 incur a 12b-1 fee of 0.25%, and
Class A shares purchased after 1/1/1997 incur a 12b-1 fee of 0.10%. As a result,
the Fund accrues a blended 12b-1 fee of 0.21%. However, currently the 12b-1 fees
for Class A shares of the Fund are limited to 0.10% of the average daily net
assets of the class. These fees increase the cost of your investment. The higher
12b-1 fees imposed on Class B and Class C shares may, over time, cost more than
the initial sales charge of Class A shares. The purpose of 12b-1 fees is to
promote the sale of more shares of the Fund to the public. The Fund may use
12b-1 fees for advertising and marketing and as a "service fee" to the
broker-dealer for additional shareholder services.
Other Expenses
Other expenses include miscellaneous fees from affiliated and outside service
providers. These may include legal, audit, custodial and safekeeping fees, the
printing and mailing of reports and statements, automatic reinvestment of
distributions and other conveniences for which the shareholder pays no
transaction fees.
Total Fund Operating Expenses
The total cost of running the Fund is called the expense ratio. As a
shareholder, you are not charged these fees directly; instead they are taken out
before the Fund's net asset value is calculated, and are expressed as a
percentage of the Fund's average daily net assets. The effect of these fees is
reflected in the performance results for that share class. Because these fees
are "invisible," investors should examine them closely in the prospectus,
especially when comparing one fund with another fund in the same investment
category. There are three things to remember about expense ratios: 1) your total
return in the Fund is reduced in direct proportion to the fees; 2) expense
ratios can vary greatly between funds and fund families, from under 0.25% to
over 3.0%; and 3) the Fund's advisor may waive a portion of the Fund's expenses
for a period of time, reducing its expense ratio.
OTHER FUND PRACTICES
The Fund may invest in a variety of derivative instruments. 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. Small price movements in the underlying asset can result in immediate and
substantial gains or losses in the value of derivatives.
The Fund may invest in futures and options, which are forms of derivatives. Such
practices are used to hedge a Fund's portfolio to protect against changes in
interest rates, to adjust the portfolio's duration, to maintain a Fund's
exposure to its market, to manage cash or to attempt to increase income.
Although this is intended to increase returns, these practices may actually
reduce returns or increase volatility.
Please consult the SAI for more information regarding these and other investment
practices used by the Fund, including risks.
<PAGE>
Evergreen Funds
Money Market
Florida Municipal Money Market Fund
Money Market Fund
Municipal Money Market Fund
New Jersey Municipal Money Market Fund
Pennsylvania Municipal Money Market Fund
Treasury Money Market Fund
U.S. Government Money Market Fund
Tax Advantaged
Connecticut Municipal Bond Fund
Florida High Income Municipal Bond Fund
Florida Municipal Bond Fund
Georgia Municipal Bond Fund
High Grade Municipal Bond Fund
Maryland Municipal Bond Fund
Municipal Bond Fund
New Jersey Municipal Bond Fund
North Carolina Municipal Bond Fund
Pennsylvania Municipal Bond Fund
Short-Intermediate Municipal Fund
South Carolina Municipal Bond Fund
Tax-Free High Income Fund
Virginia Municipal Bond Fund
Income
Capital Preservation and Income Fund
Diversified Bond Fund
High Income Fund
High Yield Bond Fund
Intermediate Term Bond Fund
Quality Income Fund
Select Adjustable Rate Fund
Short-Duration Income Fund
Strategic Income Fund
U.S. Government Fund
Balanced
Balanced Fund
Capital Balanced Fund
Foundation Fund
Tax Strategic Foundation Fund
Growth & Income
Blue Chip Fund
Equity Income Fund
Growth and Income Fund
Income and Growth Fund
Select Equity Index Fund
Small Cap Value Fund
Utility Fund
Value Fund
Domestic Growth
Aggressive Growth Fund
Capital Growth Fund
Evergreen Fund
Growth Fund
Masters Fund
Omega Fund
Select Special Equity Fund
Small Company Growth Fund
Stock Selector Fund
Strategic Growth Fund
Tax Strategic Equity Fund
Global International
Emerging Markets Growth Fund
Global Leaders Fund
Global Opportunities Fund
International Growth Fund
Latin America Fund
Perpetual Global Fund
Perpetual International Fund
Precious Metals Fund
Express Line
800.346.3858
Investor Services
800.343.2898
www.evergreen-funds.com
<PAGE>
1. Evergreen Express Line
Call 1-800-346-3858
24 hours a day to
o check your account
o order a statement
o get a Fund's current price, yield and
total return
o buy, redeem or exchange Fund shares
2. Investor Services
Call 1-800-343-2898
Monday through Friday, 8 a.m. to 6 p.m. Eastern time to
o buy, redeem or exchange shares
o order applications
o get assistance with your account
3. Information Line for Hearing and Speech Impaired (TTY/TDD) Call
1-800-343-2888 Monday through Friday, 8 a.m. to 6 p.m. Eastern time
4. Write us a letter
Evergreen Service Company
P.O. Box 2121
Boston, MA 02106-2121
o to buy, redeem or exchange shares
o to change the registration on your account
o for general correspondence
5. For express, registered or certified mail:
Evergreen Service Company
200 Berkeley Street
Boston, MA 02116-5039
6. Visit us on-line:
www.evergreen-funds.com
7. Regular communications you will receive:
Account Statements -- You will receive quarterly statements for each Fund
you invest in.
Confirmation Notices -- We send a confirmation of any transaction you make
within five days of the transaction.
Annual and Semi-annual reports -- You will receive a detailed financial
report on each Fund you invest in twice a year.
Tax Forms -- Each January you will receive any Fund tax information you
need to include in your tax returns as well as the Evergreen Tax
Information Guide.
<PAGE>
For More Information About the Fund, Ask for:
The Fund's most recent Annual or Semi-annual Report, which contains a
complete financial accounting for the Fund and a complete list of the
Fund's holdings as of a specific date, as well as commentary from the
Fund's portfolio manager. This Report discusses the market conditions and
investment strategies that significantly affected the Fund's performance
during the most recent fiscal year or period.
The Statement of Additional Information (SAI), which contains more detailed
information about the policies and procedures of the Fund. The SAI has been
filed with the Securities and Exchange Commission (SEC) and its contents
are legally considered to be part of this prospectus.
For questions, other information, or to request a copy, without charge, of
any of the documents, call 1-800-343-2898 or ask your investment
representative. We will mail material within three business days. In
addition, any of these documents, with the exception of the SAI, may be
downloaded off our website at www.evergreen-funds.com.
Information about the Fund (including the SAI) is also available on the
SEC's Internet website at http://www.sec.gov. Copies of this material may
be obtained, for a duplication fee, by writing the SEC Public Reference
Section, Washington, D.C. 20549-6009, or by electronic request at the
following e-mail address: [email protected]. This material can also be
reviewed and copied at the SEC's Public Reference Room in Washington, D.C.
For more information about the Public Reference Room, call the SEC at
1-202-942-8090.
[LOGO OF EVERGREEN FUNDS APPEARS HERE]
Evergreen Distributor, Inc.
90 Park Avenue
New York, New York 10016
SEC File No.: 811-08365
22077
554336
<PAGE>
EVERGREEN SELECT FIXED INCOME TRUST
PART B
STATEMENT OF ADDITIONAL INFORMATION
<PAGE>
EVERGREEN SELECT FIXED INCOME TRUST
PART C
OTHER INFORMATION
Item 23. Exhibits
Unless otherwise indicated, each of the Exhibits listed below is filed
herewith.
<TABLE>
<CAPTION>
Item Exhibits
Number Description Location
- ------- ----------- -----------
<S> <C> <C>
(a) Declaration of Trust Incorporated by reference to
Registrant's Pre-Effective Amendment No. 1
Filed on November 17, 1997
(b) By-laws Incorporated by reference to
Registrant's Pre-Effective Amendment
No. 1 filed on November 17, 1997
(c) Provisions of instruments defining the rights Included as part of Exhibits 1 and 2
of holders of the securities being registered of Registrant's Pre-Effective Amendment
are contained in the Declaration of Trust No. 1 Filed on November 17, 1997
Articles II, V, VI, VIII, IX and By-laws
Articles II and VI
(d)(1) Investment Advisory and Management Agreement Incorporated by reference to Registrant's
between the Registrant and First Union Post-Effective Amendment No. 3 filed on
National Bank June 30, 1998
(d)(2) Form of Investment Advisory and Management Agreement
between the Registrant and Evergreen Investment
Management Company (formerly known as Keystone
Investment Management Company)
(d)(3) Form of Investment Advisory and Management Incorporated by reference to
Agreement between First Union National Bank Registrant's Post-Effective Amendment
and First International Advisers, Ltd. (formerly No. 2 filed on June 8, 1998
known as Analytic TSA International,Inc.)
(d)(4) Investment Advisory and Management Agreement Incorporated by reference to Registrant's
between the Registrant and Tattersall Post-Effective Amendment No. 7 filed on
Advisory Group, Inc. June 18, 1999
(d)(5) Sub-Advisory Agreement between First Union National Incorporated by reference to Registrant's
Bank and First International Advisers, Ltd. Post-Effective Amendment No. 4 filed on December
2, 1998
(d)(6) Form of Investment Advisory and Management Agreement Incorporated by reference to Registrant's
between the Registrant and Mentor Investment Post-Effective Amendment No. 8 filed on
Advisors, LLC August 17, 1999
(e)(1) Principal Underwriting Agreement between the Incorporated by reference to Registrant's
Registrant and Evergreen Distributor, Inc. Post-Effective Amendment No. 3 filed on June 30, 1998
(e)(2) Form of Distribution Agreement for Class A
and Class C Shares (Evergreen Select Adjustable
Rate Fund)
(e)(3) Form of Distribution Agreement for Class B
Shares (Evergreen Select Adjustable Rate Fund)
(f) Deferred Compensation Plan Incorporated by reference to
Registrant's Pre-Effective Amendment
No. 1 filed on November 17, 1997
(g) Custodian Agreement between the Registrant Incorporated by reference to Registrant's
and State Street Bank and Trust Company Post-Effective Amendment No. 3 filed on June 30, 1998
(h)(1) Administration Agreement between the Registrant
and Evergreen Investment Services, Inc.
(h)(2) Transfer Agent Agreement between the Incorporated by reference to Registrant's
Registrant and Evergreen Service Company Post-Effective Amendment No. 3 filed on June 30, 1998
(h)(3) Form of Administration Agreement between the Incorporated by reference to Registrant's
Registrant and Evergreen Investment Services, Inc. Post-Effective Amendment No. 8 filed on
(10/15/99 Agreement) August 17, 1999
(i)(1) Opinion and Consent of Sullivan & Worcester LLP Incorporated by reference to Registrant's Post-Effective
Amendment No. 1 filed on December 12, 1997
(i)(2) Opinion and Consent of Sullivan & Worcester LLP Incorporated by reference to Registrant's
Post-Effective Amendment No. 8 filed on
August 17, 1999
(j)(1) Consent of PricewaterhouseCoopers LLP Incorporated by reference to Registrant's
Select Fixed Income Funds Post-Effective Amendment No. 9 filed on
January 28, 2000
(j)(2) Consent of KPMG LLP Incorporated by reference to Registrant's
Select Fixed Income Funds Post-Effective Amendment No. 9 filed on
January 28, 2000
(j)(3) Consent of KPMG LLP Incorporated by reference to Registrant's
Select Fixed Income Fund II Post-Effective Amendment No. 10 filed on
February 25, 2000
(k) Not applicable
(l) Not applicable
(m)(1) 12b-1 Distribution Plan for the Incorporated by reference to Registrant's
Institutional Service Shares Post-Effective No. 3 filed on June 30, 1998
(m)(2) Form of Distribution Plan for Class A
Shares (evergreen Select Adjustable Rate Fund)
(m)(3) Form of Distribution Plan for Class B
Shares (evergreen Select Adjustable Rate Fund)
(m)(4) Form of Distribution Plan for Class C
Shares (evergreen Select Adjustable Rate Fund)
(n) Not applicable
(o) Multiple Class Plan
(p) Code of Ethics
</TABLE>
Item 24. Persons Controlled by or Under Common Control with Registrant.
None
Item 25. Indemnification.
Registrant has obtained from a major insurance carrier a trustees and
officers liability policy covering certain types of errors and ommissions.
Provisions for the indemnification of the Registrant's Trustees and
officers are also contained in the Registrant's Declaration of Trust.
Provisions for the indemnification of the Registrant's Investment
Advisors are contained in their respective Investment Advisory and Management
Agreements.
Provisions for the indemnification of Evergreen Distributor, Inc., the
Registrant's principal underwriter, are contained in the Principal Underwriting
Agreement between Evergreen Distributor, Inc. and the Registrant.
Provisions for the indemnification of Evergreen Service Company, the
Registrant's transfer agent, are contained in the Master Transfer and
Recordkeeping Agreement between Evergreen Service Company and the Registrant.
Provisions for the indemnification of State Street Bank and Trust Co., the
Registrant's custodian, are contained in the Custodian Agreement between State
Street Bank and Trust Co., and the Registrant.
Item 26. Business or Other Connections of Investment Advisor.
The Directors and principal executive officers of First Union National Bank
are:
Edward E. Crutchfield, Jr. Chairman and Chief Executive Officer,
First Union Corporation; Chief Executive
Officer and Chairman, First Union National
Bank
G. Kennedy Thompson President, First Union Corporation;
President, First Union National Bank
Mark C. Traenor Executive Vice President, Secretary &
General Counsel, First Union Corporation;
Secretary and Executive Vice President,
First Union National Bank
Robert T. Atwood Executive Vice President and Chief Financial
Officer, First Union Corporation; Chief
Financial Officer and Executive Vice
President, First Union National Bank
All of the above persons are located at the following address: First Union
National Bank, One First Union Center, Charlotte, NC 28288.
The information required by this item with respect to Mentor Investment
Advisors, LLC is incorporated by reference to the Form ADV (File No. 801-40384)
of Mentor Investment Advisors, LLC.
The information required by this item with respect to Tattersall Advisory
Group, Inc. and is incorporated by reference to the Form ADV (File No.801-53633)
of Tattersall Advisory Group, Inc.
The information required by this item with respect to Evergreen Investment
Management Company is incorporated by reference to the Form ADV (File No.
801-8327) of Evergreen Investment Management Company
The information required by this item with respect to First International
Advisers, Ltd. is incorporated by reference to the Form ADV (File No. 801-42427)
of First International Advisers, Ltd.
Item 27. Principal Underwriters.
Evergreen Distributor, Inc. acts as principal underwriter for each
registered investment company or series thereof that is a part of the Evergreen
"Fund Complex" as such term is defined in Item 22(a) of Schedule 14A under the
Securities Exchange Act of 1934.
The Directors and principal executive officers of Evergreen Distributor,
Inc. are:
Lynn C. Mangum Director, Chairman and Chief Executive
Officer
Dennis Sheehan Director, Chief Financial Officer
Maryann Bruce President
Kevin J. Dell Vice President, General Counsel and Secretary
All of the above persons are located at the following address: Evergreen
Distributor, Inc., 90 Park Avenue, New York, New York 10016.
The Registrant has not paid, directly or indirectly, any commissions or
other compensation to the principal underwriter in the last fiscal year.
Item 28. Location of Accounts and Records.
All accounts and records required to be maintained by Section 31(a) of the
Investment Company Act of 1940 and the Rules 31a-1 through 31a-3 promulgated
thereunder are maintained at one of the following locations:
Evergreen Investment Services, Inc., Evergreen Service Company and
Evergreen Investment Management Company (formerly known as Keystone
Investment Management Company), all located at 200 Berkeley Street,
Boston, Massachusetts 02110
First Union National Bank, One First Union Center, 301 S. College Street,
Charlotte, North Carolina 28288
Evergreen Asset Management Corp., 2500 Westchester Avenue, Purchase,
New York 10577
First International Advisers, Ltd., 25/28 Old Burlington Street, London
W1X 1LB, England
Mentor Investment Advisors, LLC, 901 East Byrd Street, Richmond, Virginia
23219
Iron Mountain, 3431 Sharp Slot Road, Swansea, Massachusetts 02777
State Street Bank and Trust Company, 2 Heritage Drive, North Quincy,
Massachusetts 02171
Item 29. Management Services.
Not Applicable
Item 30. Undertakings.
The Registrant hereby undertakes to furnish each person to whom a
prospectus is delivered with a copy of the Registrant's latest annual
report to shareholders, upon request and without charge.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940 the Registrant has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereto duly
authorized, in the City of Boston, and the Commonwealth of Massachusetts, on the
15th day of May, 2000.
EVERGREEN SELECT FIXED INCOME TRUST
By: /s/ Carol Kosel
-----------------------------
Name: Carol Kosel
Title: Treasurer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated on the 15th day of May, 2000.
<TABLE>
<CAPTION>
<S> <C> <C>
/s/ William E. Ennis /s/ Laurence B. Ashkin /s/ Charles A. Austin, III
- ------------------------- ----------------------------- --------------------------------
William E. Ennis Laurence B. Ashkin* Charles A. Austin III*
President (Principal Trustee Trustee
Financial and Accounting Officer)
/s/ Arnold H. Dreyfuss /s/ K. Dun Gifford /s/ William Walt Pettit
- ---------------------------- ------------------------- ----------------------------------
Arnold H. Dreyfuss* K. Dun Gifford* William Walt Pettit*
Trustee Trustee Trustee
/s/ Gerald M. McDonnell /s/ Thomas L. McVerry /s/ Louis M. Moelchert, Jr.
- ------------------------------- ----------------------------- -------------------------------
Gerald M. McDonell* Thomas L. McVerry* Louis M. Moelchert, Jr.*
Trustee Trustee Trustee
/s/ Michael S. Scofield /s/ David M. Richardson /s/ Russell A. Salton, III MD
- -------------------------------- ------------------------------ -------------------------------
Michael S. Scofield* David M. Richardson* Russell A. Salton, III MD*
Chairman of the Board Trustee Trustee
and Trustee
/s/ Leroy Keith, Jr. /s/ Richard J. Shima /s/ Richard K. Wagoner
- -------------------------------- ------------------------------ ---------------------------
Leroy Keith, Jr.* Richard J. Shima* Richard K. Wagoner*
Trustee Trustee Trustee
</TABLE>
*By: /s/ Catherine Foley
- -------------------------------
Catherine Foley
Attorney-in-Fact
*Catherine Foley, by signing her name hereto, does hereby sign this
document on behalf of each of the above-named individuals pursuant to powers of
attorney duly executed by such persons.
<PAGE>
INDEX TO EXHIBITS
Exhibit
Letter Exhibit
- ------- -------
(d)(2) Investment Advisory and Management Agreement
between the Registrant and Evergreen Investment
Management Company (formerly known as Keystone
Investment Management Company)
(e)(2) Form of Distribution Agreement for Class A
and Class C Shares (Evergreen Select Adjustable
Rate Fund)
(e)(3) Form of Distribution Agreement for Class B
Shares (Evergreen Select Adjustable Rate Fund)
(h)(1) Administration Agreement between the Registrant
and Evergreen Investment Services, Inc.
(m)(2) Form of Distribution Plan for Class A
Shares (Evergreen Select Adjustable Rate Fund)
(m)(3) Form of Distribution Plan for Class B
Shares (Evergreen Select Adjustable Rate Fund)
(m)(4) Form of Distribution Plan for Class C
Shares (Evergreen Select Adjustable Rate Fund)
(o) Multiple Class Plan
(p) Code of Ethics
FORM OF INVESTMENT ADVISORY
AND MANAGEMENT AGREEMENT
AGREEMENT made the 18th day of September 1997, by and between EVERGREEN
SELECT FIXED INCOME TRUST, a Delaware business trust (the "Trust") and KEYSTONE
INVESTMENT MANAGEMENT COMPANY, a Delaware corporation (the "Adviser").
WHEREAS, the Trust and the Adviser wish to enter into an Agreement
setting forth the terms on which the Adviser will perform certain services for
the Trust, its series of shares as listed on Schedule 1 to this Agreement and
each series of shares subsequently issued by the Trust (each singly a "Fund" or
collectively the "Funds").
THEREFORE, in consideration of the promises and the mutual agreements
hereinafter contained, the Trust and the Adviser agree as follows:
1. (a) The Trust hereby employs the Adviser to manage and administer
the operation of the Trust and each of its Funds, to supervise the provision of
the services to the Trust and each of its Funds by others, and to manage the
investment and reinvestment of the assets of each Fund of the Trust in
conformity with such Fund=s investment objectives and restrictions as may be set
forth from time to time in the Fund=s then current prospectus and statement of
additional information, if any, and other governing documents, all subject to
the supervision of the Board of Trustees of the Trust, for the period and on the
terms set forth in this Agreement. The Adviser hereby accepts such employment
and agrees during such period, at its own expense, to render the services and to
assume the obligations set forth herein, for the compensation provided herein.
The Adviser shall for all purposes herein be deemed to be an independent
contractor and shall, unless otherwise expressly provided or authorized, have no
authority to act for or represent the Trust in any way or otherwise be deemed an
agent of the Trust.
(b) In the event that the Trust establishes one or more Funds, in
addition to the Funds listed on Schedule 1, for which it wishes the Adviser to
perform services hereunder, it shall notify the Adviser in writing. If the
Adviser is willing to render such services, it shall notify the Trust in writing
and such Fund shall become a Fund hereunder and the compensation payable to the
Adviser by the new Fund will be as agreed in writing at the time.
2. The Adviser shall place all orders for the purchase and sale of
portfolio securities for the account of each Fund with broker-dealers selected
by the Adviser. In executing portfolio transactions and selecting
broker-dealers, the Adviser will use its best efforts to seek best execution on
behalf of each Fund. In assessing the best execution available for any
transaction, the Adviser shall consider all factors it deems relevant, including
the breadth of the market in the security, the price of the security, the
financial condition and execution capability of the broker-dealer, and the
reasonableness of the commission, if any (all for the specific transaction and
on a continuing basis). In evaluating the best execution available, and in
selecting the broker-dealer to execute a particular transaction, the Adviser may
also consider the brokerage and research services (as those terms are used in
Section 28(e) of the Securities Exchange Act of 1934 (the A1934 Act@)) provided
to a Fund and/or other accounts over which the Adviser or an affiliate of the
Adviser exercises investment discretion. The Adviser is authorized to pay a
broker-dealer who provides such brokerage and research services a commission for
executing a portfolio transaction for a Fund which is in excess of the amount of
commission another broker-dealer would have charged for effecting that
transaction if, but only if, the Adviser determines in good faith that such
commission was reasonable in relation to the value of the brokerage and research
services provided by such broker-dealer viewed in terms of that particular
transaction or in terms of all of the accounts over which investment discretion
is so exercised.
3. The Adviser, at its own expense, shall furnish to the Trust office
space in the offices of the Adviser or in such other place as may be agreed upon
by the parties from time to time, all necessary office facilities, equipment and
personnel in connection with its services hereunder, and shall arrange, if
desired by the Trust, for members of the Adviser=s organization to serve without
salaries from the Trust as officers or, as may be agreed from time to time, as
agents of the Trust. The Adviser assumes and shall pay or reimburse the Trust
for:
(a) the compensation (if any) of the Trustees of the Trust who are
affiliated with the Adviser or with its affiliates, or with any adviser retained
by the Adviser, and of all officers of the Trust as such; and
(b) all expenses of the Adviser incurred in connection with its
services hereunder.
The Trust assumes and shall pay all other expenses of the Trust and its
Funds, including, without limitation:
(a) all charges and expenses of any custodian or depository appointed
by the Trust for the safekeeping of the cash, securities and other property of
any of its Funds;
(b) all charges and expenses for bookkeeping and auditors;
(c) all charges and expenses of any transfer agents and registrars
appointed by the Trust;
(d) all fees of all Trustees of the Trust who are not affiliated with
the Adviser or any of its affiliates, or with any adviser retained by the
Adviser;
(e) all brokers' fees, expenses, and commissions and issue and transfer
taxes chargeable to a Fund in connection with transactions involving securities
and other property to which the Fund is a party;
(f) all costs and expenses of distribution of shares of its Funds
incurred pursuant to Plans of Distribution adopted under Rule 12b-1 under the
Investment Company Act of 1940 ("1940 Act");
(g) all taxes and trust fees payable by the Trust or its Funds to
Federal, state, or other governmental agencies;
(h) all costs of certificates representing shares of the Trust or its
Funds;
(i) all fees and expenses involved in registering and maintaining
registrations of the Trust, its Funds and of their shares with the Securities
and Exchange Commission (the "Commission") and registering or qualifying the
Funds' shares under state or other securities laws, including, without
limitation, the preparation and printing of registration statements,
prospectuses, and statements of additional information for filing with the
Commission and other authorities;
(j) expenses of preparing, printing, and mailing prospectuses and
statements of additional information to shareholders of each Fund of the Trust;
(k) all expenses of shareholders' and Trustees' meetings and of
preparing, printing, and mailing notices, reports, and proxy materials to
shareholders of the Funds;
(l) all charges and expenses of legal counsel for the Trust and its
Funds and for Trustees of the Trust in connection with legal matters relating to
the Trust and its Funds, including, without limitation, legal services rendered
in connection with the Trust and its Funds' existence, trust, and financial
structure and relations with its shareholders, registrations and qualifications
of securities under Federal, state, and other laws, issues of securities,
expenses which the Trust and its Funds have herein assumed, whether customary or
not, and extraordinary matters, including, without limitation, any litigation
involving the Trust and its Funds, its Trustees, officers, employees, or agents;
(m) all charges and expenses of filing annual and other reports with
the Commission and other authorities; and
(n) all extraordinary expenses and charges of the Trust and its Funds.
In the event that the Adviser provides any of these services or pays
any of these expenses, the Trust and any affected Fund will promptly reimburse
the Adviser therefor.
The services of the Adviser to the Trust and its Funds hereunder are
not to be deemed exclusive, and the Adviser shall be free to render similar
services to others.
4. As compensation for the Adviser=s services to the Trust with respect
to each Fund during the period of this Agreement, the Trust will pay to the
Adviser a fee at the annual rate set forth on Schedule 2 for such Fund.
The Adviser's fee is computed as of the close of business on each
business day.
A pro rata portion of the Trust's fee with respect to a Fund shall be
payable in arrears at the end of each day or calendar month as the Adviser may
from time to time specify to the Trust. If and when this Agreement terminates,
any compensation payable hereunder for the period ending with the date of such
termination shall be payable upon such termination. Amounts payable hereunder
shall be promptly paid when due.
5. The Adviser may enter into an agreement to retain, at its own
expense, a firm or firms ("SubAdviser") to provide the Trust with respect to all
or any of its Funds all of the services to be provided by the Adviser hereunder,
if such agreement is approved as required by law. Such agreement may delegate to
such SubAdviser all of Adviser's rights, obligations, and duties hereunder.
6. The Adviser shall not be liable for any error of judgment or mistake
of law or for any loss suffered by the Trust or any of its Funds in connection
with the performance of this Agreement, except a loss resulting from the
Adviser=s willful misfeasance, bad faith, gross negligence, or from reckless
disregard by it of its obligations and duties under this Agreement. Any person,
even though also an officer, Director, partner, employee, or agent of the
Adviser, who may be or become an officer, Trustee, employee, or agent of the
Trust, shall be deemed, when rendering services to the Trust or any of its Funds
or acting on any business of the Trust or any of its Funds (other than services
or business in connection with the Adviser=s duties hereunder), to be rendering
such services to or acting solely for the Trust or any of its Funds and not as
an officer, Director, partner, employee, or agent or one under the control or
direction of the Adviser even though paid by it.
7. The Trust shall cause the books and accounts of each of its Funds to
be audited at least once each year by a reputable independent public accountant
or organization of public accountant or organization of public accountants who
shall render a report to the Trust.
8. Subject to and in accordance with the Declaration of Trust of the
Trust, the governing documents of the Adviser and the governing documents of any
SubAdviser, it is understood that Trustees, Directors, officers, agents and
shareholders of the Trust or any Adviser are or may be interested in the Adviser
(or any successor thereof) as Directors and officers of the Adviser or its
affiliates, as stockholders of First Union Corporation or otherwise; that
Directors, officers and agents of the Adviser and its affiliates or stockholders
of First Union Corporation are or may be interested in the Trust or any Adviser
as Trustees, Directors, officers, shareholders or otherwise; that the Adviser
(or any such successor) is or may be interested in the Trust or any SubAdviser
as shareholder, or otherwise; and that the effect of any such adverse interests
shall be governed by the Declaration of Trust of the Trust, governing documents
of the Adviser and governing documents of any SubAdviser.
9. This Agreement shall continue in effect for two years from the date
set forth above and after such date (a) such continuance is specifically
approved at least annually by the Board of Trustees of the Trust or by a vote of
a majority of the outstanding voting securities of the Trust, and (b) such
renewal has been approved by the vote of the majority of Trustees of the Trust
who are not interested persons, as that term is defined in the 1940 Act, of the
Adviser or of the Trust, cast in person at a meeting called for the purpose of
voting on such approval.
10. On sixty days= written notice to the Adviser, this Agreement may be
terminated at any time without the payment of any penalty by the Board of
Trustees of the Trust or by vote of the holders of a majority of the outstanding
voting securities of any Fund with respect to that Fund; and on sixty days=
written notice to the Trust, this Agreement may be terminated at any time
without the payment of any penalty by the Adviser with respect to a Fund. This
Agreement shall automatically terminate upon its assignment (as that term is
defined in the 1940 Act). Any notice under this Agreement shall be given in
writing, addressed and delivered, or mailed postage prepaid, to the other party
at the main office of such party.
11. This Agreement may be amended at any time by an instrument in
writing executed by both parties hereto or their respective successors, provided
that with regard to amendments of substance such execution by the Trust shall
have been first approved by the vote of the holders of a majority of the
outstanding voting securities of the affected Funds and by the vote of a
majority of Trustees of the Trust who are not interested persons (as that term
is defined in the 1940 Act) of the Adviser, any predecessor of the Adviser, or
of the Trust, cast in person at a meeting called for the purpose of voting on
such approval. A Amajority of the outstanding voting securities@ of the Trust or
the affected Funds shall have, for all purposes of this Agreement, the meaning
provided therefor in the 1940 Act.
12. Any compensation payable to the Adviser hereunder for any period
other than a full year shall be proportionately adjusted.
13. The provisions of this Agreement shall be governed, construed, and
enforced in accordance with the laws of the State of Delaware.
IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement as of the day and year first above written.
EVERGREEN SELECT FIXED INCOME TRUST
By: /s/
----------------------------------------------
Name:
Title:
KEYSTONE INVESTMENT MANAGEMENT COMPANY
By: /s/
---------------------------------------------
Name:
Title:
<PAGE>
As of January 3, 2000
Schedule 1
Evergreen Select Adjustable Rate Fund
Evergreen Select High Yield Bond Fund
<PAGE>
As of January 3, 2000
Schedule 2
As compensation for the Adviser's services to each Fund during
the period of this Agreement, each Fund will pay to the Adviser a fee at the
annual rate of:
I. Evergreen Select Adjustable Rate Fund
0.21% of the Average Daily Net Assets of the Fund
II. Evergreen Select High Yield Bond Fund
0.50% of the Average Daily Net Assets of the Fund
FORM OF PRINCIPAL UNDERWRITING AGREEMENT
EVERGREEN SELECT FIXED INCOME TRUST
CLASS A AND C SHARES
AGREEMENT made this 15th day of May, 2000 by and between Evergreen
Select Fixed Income Trust on behalf of its series listed on Exhibit A attached
hereto and made a part hereof (such Trust and series referred to herein as
"Fund" individually or "Funds" collectively) and Evergreen Distributor, Inc., a
Delaware corporation ("Principal Underwriter").
It is hereby mutually agreed as follows:
1. The Fund hereby appoints Principal Underwriter a principal
underwriter of the Class A and Class C shares of beneficial interest of the Fund
("Shares") as an independent contractor upon the terms and conditions
hereinafter set forth. Except as the Fund may from time to time agree, Principal
Underwriter will act as agent for the Fund and not as principal.
2. Principal Underwriter will use its best efforts to find purchasers
for the Shares, to promote distribution of the Shares and may obtain orders from
brokers, dealers or other persons for sales of Shares to them. No such broker,
dealer or other person shall have any authority to act as agent for the Fund;
such dealer, broker or other person shall act only as principal in the sale of
Shares.
3. Sales of Shares by Principal Underwriter shall be at the applicable
public offering price determined in the manner set forth in the prospectus
and/or statement of additional information of the Fund current at the time of
the Fund=s acceptance of the order for Shares; provided that Principal
Underwriter also shall have the right to sell Shares at net asset value, if such
sale is permissible under and consistent with applicable statutes, rules,
regulations and orders. All orders shall be subject to acceptance by the Fund,
and the Fund reserves the right in its sole discretion to reject any order
received. The Fund shall not be liable to anyone for failure to accept any
order.
4. On all sales of Shares, the Fund shall receive the current net asset
value, and Principal Underwriter shall be entitled to receive fees for sales of
Class A and C Shares as set forth on Exhibit B attached hereto and made a part
hereof.
5. The payment provisions of this Agreement shall be applicable to the
extent necessary to enable the Fund to comply with the obligation of the Fund to
pay Principal Underwriter in accordance with this Agreement in respect of Class
C Shares and shall remain in effect so long as any payments are required to be
made by the Fund pursuant to the irrevocable payment instruction under the
Master Sale Agreement between Principal Underwriter and Mutual Fund Funding
1994-1 dated as of December 6, 1996 (the AMaster Sale Agreement@).
6. Payment to the Fund for Shares shall be in New York or Boston
Clearing House funds received by Principal Underwriter within (3) business days
after notice of acceptance of the purchase order and the amount of the
applicable public offering price has been given to the purchaser. If such
payment is not received within such 3-day period, the Fund reserves the right,
without further notice, forthwith to cancel its acceptance of any such order.
The Fund shall pay such issue taxes as may be required by law in connection with
the issue of the Shares.
7. Principal Underwriter shall not make in connection with any sale or
solicitation of a sale of the Shares any representations concerning the Shares
except those contained in the then current prospectus and/or statement of
additional information covering the Shares and in printed information approved
by the Fund as information supplemental to such prospectus and statement of
additional information. Copies of the then current prospectus and statement of
additional information will be supplied by the Fund to Principal Underwriter in
reasonable quantities upon request.
8. Principal Underwriter agrees to comply with the Business Conduct
Rules of the National Association of Securities Dealers, Inc.
9. The Fund appoints Principal Underwriter as its agent to accept
orders for redemptions and repurchases of Shares at values and in the manner
determined in accordance with the then current prospectus and/or statement of
additional information of the Fund.
10. The Fund agrees to indemnify and hold harmless the Principal
Underwriter, its officers and Directors and each person, if any, who controls
the Principal Underwriter within the meaning of Section 15 of the Securities Act
of 1933 ("1933 Act"), against any losses, claims, damages, liabilities and
expenses (including the cost of any legal fees incurred in connection therewith)
which the Principal Underwriter, its officers, Directors or any such controlling
person may incur under the 1933 Act, under any other statute, at common law or
otherwise, arising out of or based upon
a) any untrue statement or alleged untrue statement of a
material fact contained in the Fund's registration statement,
prospectus or statement of additional information (including amendments
and supplements thereto), or
b) any omission or alleged omission to state a material fact
required to be stated in the Fund's registration statement, prospectus
or statement of additional information necessary to make the statements
therein not misleading, provided, however, that insofar as losses,
claims, damages, liabilities or expenses arise out of or are based upon
any such untrue statement or omission or alleged untrue statement or
omission made in reliance and in conformity with information furnished
to the Fund by the Principal Underwriter for use in the Fund's
registration statement, prospectus or statement of additional
information, such indemnification is not applicable. In no case shall
the Fund indemnify the Principal Underwriter or its controlling person
as to any amounts incurred for any liability arising out of or based
upon any action for which the Principal Underwriter, its officers and
Directors or any controlling person would otherwise be subject to
liability by reason of willful misfeasance, bad faith or gross
negligence in the performance of its duties or by reason of the
reckless disregard of its obligations and duties under this Agreement.
11. The Principal Underwriter agrees to indemnify and hold harmless the
Fund, its officers, Trustees and each person, if any, who controls the Fund
within the meaning of Section 15 of the 1933 Act against any loss, claims,
damages, liabilities and expenses (including the cost of any legal fees incurred
in connection therewith) which the Fund, its officers, Trustees or any such
controlling person may incur under the 1933 Act, under any other statute, at
common law or otherwise arising out of the acquisition of any Shares by any
person which
a) may be based upon any wrongful act by the Principal
Underwriter or any of its employees or representatives, or
b) may be based upon any untrue statement or alleged untrue
statement of a material fact contained in the Fund's registration
statement, prospectus or statement of additional information (including
amendments and supplements thereto), or any omission or alleged
omission to state a material fact required to be stated therein or
necessary to make the statements therein not misleading, if such
statement or omission was made in reliance upon information furnished
or confirmed in writing to the Fund by the Principal Underwriter.
12. The Fund agrees to execute such papers and to do such acts and
things as shall from time to time be reasonably requested by Principal
Underwriter for the purpose of qualifying the Shares for sale under the
so-called Ablue sky@ laws of any state or for registering Shares under the 1933
Act or the Fund under the Investment Company Act of 1940 (A1940 Act@). Principal
Underwriter shall bear the expense of preparing, printing and distributing
advertising, sales literature, prospectuses and statements of additional
information. The Fund shall bear the expense of registering Shares under the
1933 Act and the Fund under the 1940 Act, qualifying Shares for sale under the
so-called Ablue sky@ laws of any state, the preparation and printing of
prospectuses, statements of additional information and reports required to be
filed with the Securities and Exchange Commission and other authorities, the
preparation, printing and mailing of prospectuses and statements of additional
information to shareholders of the Fund and the direct expenses of the issue of
Shares.
13. To the extent required by the Fund=s 12b-1 Plans, Principal
Underwriter shall provide to the Board of Trustees of the Fund in connection
with such 12b-1 Plans, not less than quarterly, a written report of the amounts
expended pursuant to such 12b-1 Plans and the purposes for which such
expenditures were made.
14. This Agreement shall become effective as of the date of the
commencement of operations of the Fund and shall remain in force for two years
unless sooner terminated or continued as provided below. This Agreement shall
continue in effect after such term if its continuance is specifically approved
by a majority of the Trustees of the Fund and a majority of the 12b-1 Trustees
referred to in the 12b-1 Plans of the Fund (ARule 12b-1 Trustees@) at least
annually in accordance with the 1940 Act and the rules and regulations
thereunder.
This Agreement may be terminated at any time, without payment
of any penalty, by vote of a majority of any Rule 12b-1 Trustees or by a vote of
a majority of the Fund's outstanding Shares on not more than sixty (60) days
written notice to any other party to the Agreement; and shall terminate
automatically in the event of its assignment (as defined in the 1940 Act).
15. This Agreement shall be construed in accordance with the laws of
The Commonwealth of Massachusetts. All sales hereunder are to be made, and title
to the Shares shall pass, in Boston, Massachusetts.
16. The Fund is a series of a Delaware business trust established under
a Declaration of Trust, as it may be amended from time to time. The obligations
of the Fund are not personally binding upon, nor shall recourse be had against,
the private property of any of the Trustees, shareholders, officers, employees
or agents of the Fund, but only the property of the Fund shall be bound.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their respective officers thereunto duly authorized at Boston,
Massachusetts, as of the day and year first written above.
EVERGREEN SELECT FIXED INCOME TRUST
By:
--------------------------
EVERGREEN DISTRIBUTOR, INC.
By:
--------------------------
<PAGE>
EXHIBIT A
As of May 15, 2000
EVERGREEN SELECT FIXED INCOME TRUST
Evergreen Select Adjustable Rate Fund*
* Class A Shares and Class C Shares authorized but not issued
<PAGE>
EXHIBIT B
TO
PRINCIPAL UNDERWRITING AGREEMENT
DATED
MAY 15, 2000
Schedule of Payments
Class A Shares Up to 0.25% annually of the average daily
net asset value of Class A shares of a Fund
A sales charge, the difference between the
current offering price of Shares, as set
forth in the current prospectus for each
Fund, and the net asset value, less any
reallowance that is payable in accordance
with the sales charge schedule in effect at
any given time with respect to the Shares
Class C Shares Up to 1.00% annually of the average daily
net asset value of Class C shares of a Fund,
consisting of 12b-1 fees at the annual rate
of 0.75% of the average daily net asset
value of a Fund and service fees of 0.25% of
the average daily net asset value of a Fund
FORM OF PRINCIPAL UNDERWRITING AGREEMENT
EVERGREEN SELECT FIXED INCOME TRUST
CLASS B SHARES
AGREEMENT, made as of the 15th day of May, 2000, by and between Evergreen
Select Fixed Income Trust (the "Trust") and Evergreen Distributor, Inc. ("EDI")
WHEREAS, The Trust, has adopted one or more Plans of Distribution with
respect to certain Classes of shares of its separate investment series (each a
"Plan", or collectively the "Plans") pursuant to Rule 12b-1 under the Investment
Company Act of 1940, as amended (the "1940 Act") which Plans authorize the Trust
on behalf of the Funds to enter into agreements regarding the distribution of
such Classes of shares (the "Shares") of the separate investment series of the
Trust (the "Funds") set forth on Exhibit A; and
WHEREAS, the Trust has agreed that Evergreen Distributor, Inc. (the
"Distributor"), a Delaware corporation, shall act as the distributor of the
Shares; and
WHEREAS, the Distributor agrees to act as distributor of the Shares for the
period of this Distribution Agreement (the "Agreement");
NOW, THEREFORE, in consideration of the agreements hereinafter contained,
it is agreed as follows:
1. SERVICES AS DISTRIBUTOR.
1.1. The Distributor agrees to use appropriate efforts to promote each Fund
and to solicit orders for the purchase of Shares and will undertake such
advertising and promotion as it believes reasonable in connection with such
solicitation. The services to be performed hereunder by the Distributor are
described in more detail in Section 7 hereof. In the event that the Trust
establishes additional investment series with respect to which it desires to
retain the Distributor to act as distributor for Class B shares hereunder, it
shall promptly notify the Distributor in writing. If the Distributor is willing
to render such services it shall notify the Trust in writing whereupon such
portfolio shall become a Fund and its Class B shares shall become Shares
hereunder.
1.2. All activities by the Distributor and its agents and employees as the
distributor of Shares shall comply with all applicable laws, rules and
regulations, including, without limitation, all rules and regulations made or
adopted pursuant to the 1940 Act by the Securities and Exchange Commission (the
"Commission") or any securities association registered under the Securities
Exchange Act of 1934, as amended.
1.3 In selling the Shares, the Distributor shall use its best efforts in
all respects duly to conform with the requirements of all federal and state laws
relating to the sale of such securities. Neither the Distributor, any selected
dealer or any other person is authorized by the Trust to give any information or
to make any representations, other than those contained in the Trust's
registration statement (the "Registration Statement") or related Fund prospectus
and statement of additional information ("Prospectus and Statement of Additional
Information") and any sales literature specifically approved by the Trust.
1.4 The Distributor shall adopt and follow procedures, as approved by the
officers of the Trust, for the confirmation of sales to investors and selected
dealers, the collection of amounts payable by investors and selected dealers on
such sales, and the cancellation of unsettled transactions, as may be necessary
to comply with the requirements of the National Association of Securities
Dealers, Inc. (the "NASD"), as such requirements may from time to time exist.
1.5. The Distributor will transmit any orders received by it for purchase
or redemption of Shares to the transfer agent and custodian for the applicable
Fund.
1.6. Whenever in their judgment such action is warranted by unusual market,
economic or political conditions, or by abnormal circumstances of any kind, the
Trust's officers may decline to accept any orders for, or make any sales of
Shares until such time as those officers deem it advisable to accept such orders
and to make such sales.
1.7. The Distributor will act only on its own behalf as principal if it
chooses to enter into selling agreements with selected dealers or others. The
Distributor shall offer and sell Shares only to such selected dealers as are
members, in good standing, of the NASD.
1.8 The Distributor agrees to adopt compliance standards, in a form
satisfactory to the Trust, governing the operation of the multiple class
distribution system under which Shares are offered.
2. DUTIES OF THE TRUST.
2.1. The Trust agrees at its own expense to execute any and all documents
and to furnish, at its own expense, any and all information and otherwise to
take all actions that may be reasonably necessary in connection with the
qualification of Shares for sale in such states as the Trust and the Distributor
may designate.
2.2. The Trust shall furnish from time to time, for use in connection with
the sale of Shares such information with respect to the Funds and the Shares as
the Distributor may reasonably request; and the Trust warrants that any such
information shall be true and correct. Upon request, the Trust shall also
provide or cause to be provided to the Distributor: (a) unaudited semi-annual
statements of each Fund's books and accounts, (b) quarterly earnings statements
of each Fund, (c) a monthly itemized list of the securities in each Fund, (d)
monthly balance sheets as soon as practicable after the end of each month, and
(e) from time to time such additional. information regarding each Fund's
financial condition as the Distributor may reasonably request.
3. REPRESENTATIONS OF THE TRUST.
3.1. The Trust represents to the Distributor that it is registered under
the 1940 Act and that the Shares of each of the Funds have been registered under
the Securities Act of 1933, as amended (the "Securities Act"). The Trust will
file such amendments to its Registration Statement as may be required and will
use its best efforts to ensure that such Registration Statement remains
accurate.
4. INDEMNIFICATION.
4.1 The Trust shall indemnify and hold harmless the Distributor, its
Officers and Directors, and each person, if any, who controls the Distributor
within the meaning of Section 15 of the Securities Act against any loss,
liability, claim, damage or expense (including the reasonable cost of
investigating or defending any alleged loss, liability, claim, damage or expense
and reasonable counsel fees incurred in connection therewith), which the
Distributor or such Officer and Director or controlling person may incur under
the Securities Act or under common law or otherwise, arising out of or based
upon any untrue statement, or alleged untrue statement, of a material fact
contained in the Registration Statement, as from time to time amended or
supplemented, any prospectus or annual or interim report to shareholders of the
Trust, or arising out of or based upon any omission, or alleged omission, to
state a material fact required to be stated therein or necessary in order to
make the statements therein, in the light of the circumstances under which they
were made, not misleading, unless such statement or omission was made in
reliance upon, and in conformity with, information furnished to the Trust in
connection therewith by or on behalf of the Distributor, provided, however, that
in no case (i) is the indemnification of the Trust in favor of the Distributor,
its Officer and Directors, or any such controlling persons to be deemed to
protect such Distributor, any Officer or Director thereof, or any such
controlling persons thereof against any liability to the Trust of each Fund or
any securities holders thereof to which the Distributor any Officer or Director
thereof, or any such controlling persons would otherwise be subject by reason of
willful misfeasance, bad faith or gross negligence in the performance of their
duties or by reason of the reckless disregard of their obligations and duties
under this Agreement; or (ii) is the Trust to be liable under its indemnity
agreement contained in this paragraph with respect to any claim made against the
Distributor or any such controlling persons, unless the Distributor or such
controlling person, as the case maybe, shall have notified the Trust in writing
within a reasonable time after the summons or other first legal process giving
information of the nature of the claim shall have been served upon the
Distributor or such controlling persons (or after the Distributor or such
controlling persons shall have received notice of such service on any designated
agent), but failure to notify the Trust of any such claim shall not relieve it
from any liability which it may have to the person against whom such action it
brought otherwise than on account of its indemnity agreement contained in this
paragraph. The Trust will be entitled to participate at its own expense in the
defense, or, if it so elects, to assume the defense of any suit brought to
enforce any such liability, but if the Trust elects to assume the defense, such
defense shall be conducted by counsel chosen by it and satisfactory to the
Distributor or such controlling person or persons, defendant or defendants in
the suit. In the event the Trust elects to assume the defense of any such suit
and retain such counsel, the Distributor or such controlling person or persons,
defendant or defendants in the suit, shall bear the fees and expenses of any
additional counsel retained by them, but, in case the Trust does not elect to
assume the defense of any such suit, it will reimburse the Distributor or such
controlling person or persons, defendant or defendants in the suit, for the
reasonable fees and expenses of any counsel retained by them. The Trust shall
promptly notify the Distributor of the commencement of any litigation or
proceeding against it or any of its officers or directors in connection with the
issuance or sale of any of the shares.
4.2 The Distributor shall indemnify and hold harmless the Trust and each of
its directors and officers and each person, if any, who controls the Trust
against any loss, liability, claim, damage or expense described in the foregoing
indemnity contained in paragraph 4.1, but only with respect to statements or
omissions made in reliance upon , and in conformity with, information furnished
to the Trust in writing by or on behalf of the Distributor for uses in
connection with the Registration Statement, as from time to time amended, or the
annual or interim reports to shareholders. In case any action shall be brought
against the Trust or any persons so indemnified, in respect of which indemnity
may be sought against the Distributor, the Distributor shall have rights and
duties given to the Trust, and the Trust and each person so indemnified shall
have the rights and duties given to the Distributor by the provisions of
paragraph 4.1.
5. OFFERING OF SHARES.
5.1. None of the Shares shall be offered by either the Distributor or the
Trust under any of the provisions of this Agreement, and no orders for the
purchase or sale of Shares hereunder shall be accepted by the Trust, if and so
long as the effectiveness of the registration statement then in effect or any
necessary amendments thereto shall be suspended under any of the provisions of
the Securities Act or if and so long as a current prospectus and statement of
additional information as required by Section 10(b)(2) of the Securities Act, as
amended, is not on file with the Commission; provided, however, that nothing
contained in this paragraph 5.1 shall in any way restrict or have any
application to or bearing upon the Trust's obligation to repurchase Shares from
any shareholder in accordance with the provisions of the prospectus of each Fund
or the Trust's prospectus or Declaration of Trust.
6. AMENDMENTS TO REGISTRATION STATEMENT AND OTHER MATERIAL EVENTS.
6.1. The Trust agrees to advise the Distributor as soon as reasonably
practical by a notice in writing delivered to the Distributor: (a) of any
request or action taken by the Commission which is material to the Distributor's
obligations hereunder or (b) any material fact of which the Trust becomes aware
which affects the Distributor's obligations hereunder.
For purposes of this section, informal requests by or acts of the Staff of
the Commission shall not be deemed actions of or requests by the Commission.
7. COMPENSATION OF DISTRIBUTOR.
7.1 (a) On all sales of Shares of the Fund shall receive the current net
asset value. The Trust in respect of each Fund shall pay to the Distributor the
Distributor's Allocable Portion (as defined below) of a fee (the "Distribution
Fee") in respect of the Shares of each such Fund at the rate of .75% per annum
of the average daily net asset value of the Shares of such Fund, subject to the
limitation on the maximum amount of such fees under the Business Conduct Rules
as applicable to such Distribution Fee on the date hereof, as compensation to
the Distributor for its services in connection with the offer and sale of Shares
and shall also pay to the Distributor contingent deferred sales charges ("CDSC")
as set forth in the Fund's current Prospectus and Statement of Additional
Information, and as required by this Agreement. The Distributor shall also
receive payments consisting of shareholder service fees ("Service Fees") at the
rate of .25% per annum of the average daily net asset value of the Shares. The
Distributor may allow all or a part of said Distribution Fee and CDSCs received
by it (and not paid to others as hereinafter provided) to such brokers, dealers
or other persons as Distributor may determine. The Distributor may also pay
Service Fees to brokers, dealers or other persons providing services to
shareholders.
(b) The provisions of this Section 7.1 shall be applicable to the extent
necessary to enable the Trust to comply with its obligations in respect of each
Fund to pay Distributor its Allocable Portion (as hereinafter described) of the
Distribution Fee paid in respect of Shares of such Fund, and shall remain in
effect with respect to the Shares so long as any payments are required to be
made by the Trust with respect to the Shares of a Fund pursuant to the
irrevocable payment instructions as defined in the Purchase and Sale Agreement
dated as of May 31, 1995 (as amended and supplemented, the "Purchase Agreement")
among the Distributor, Evergreen Keystone Investment Services, Inc., Citibank,
N.A. and Citicorp North America, Inc. and the Amended and Restated Master Sale
Agreement between the Distributor and Mutual Fund Funding 1994-1 dated as of May
5, 1997, as amended and supplemented from time to time (the "Master Sale
Agreement") (the "Irrevocable Payment Instructions").
(c) As promptly as possible after the first Business Day (as defined in the
Prospectus) following the twentieth day of each month, the Trust shall pay to
the Distributor the Distributor's Allocable Portion of the Distribution Fee, any
CDSCs and any Service Fees that may be due in respect of each Fund.
(d) The Distributor's Allocable Portion of the Distribution Fee paid by the
Trust in respect of Shares of a Fund shall mean the portion of the Asset Based
Sales Charge allocable to Distributor Shares of such Fund (as defined in
Schedule I to this Agreement) in accordance with Schedule I hereto. The Trust
agrees to cause its transfer agent to maintain the records and arrange for the
payments on behalf of the trust in respect of each Fund at the times and in the
amounts and to the accounts required by Schedule I hereto, as the same may be
amended from time to time. It is acknowledged and agreed that by virtue of the
operation of Schedule I hereto the Distributor's Allocable Portion of the
Distribution Fee paid by the Trust in respect of Shares of each Fund, may, to
the extent provided in Schedule I hereto, take into account the Distribution Fee
payable by such Fund in respect of other existing and future classes and/or
sub-classes of shares of such Fund which would be treated as "Shares: under
Schedule I hereto. The trust will limit amounts paid to any subsequent principal
underwriters of Shares of a Fund to the portion of the Asset Based Sales Charge
paid in respect of Shares attributable to such Shares which are Post-Distributor
Shares (as defined in Schedule I hereto) in accordance with Schedule I hereto.
The Trust shall cause the transfer agent and sub-transfer agents for each
Fund to withhold from redemption proceeds payable to holders of Shares of such
Fund on redemption thereof the CDSCs payable upon redemption thereof as set
forth in the then current Prospectus and/or Statement of Additional Information
of such Fund and to pay to the Distributor the Distributor's Allocable Portion
of such CDSCs paid in respect of Class B Shares of such Fund which shall be
equal to the portion thereof allocable to Distributor Shares of such Fund (as
defined in Schedule I hereto) in accordance with Schedule I hereto.
(e) The Distributor shall be considered to have completely earned the right
to the payment of its Allocable Portion of the Distribution Fee and the right to
payment over to it of its Allocable Portion of the CDSC in respect of Shares of
a Fund as provided for hereby upon the completion of the sales of each
Commission Share of such Fund (as defined in Schedule I hereto) taken into
account as a Distributor Share in computing the Distributor's Allocable Portion
in accordance with Schedule I hereto.
(f) Except as provided in Section 7(g) below in respect of the Distribution
Fee only, the Trust's obligation to pay the Distributor the Distribution Fee in
respect of a Fund and to pay over to the Distributor CDSCs provided for hereby
shall be absolute and unconditional and shall not be subject to dispute, offset,
counterclaim or any defense whatsoever (it being understood that nothing in this
sentence shall be deemed a waiver by the trust of its right separately to pursue
any claims it may have against the Distributor with respect to a Fund and
enforce such claims against any assets (other than the Distributor's right to
its Allocable Portion of the Distribution Fee and CDSCs (the "Collection
Rights")) of the Distributor.
(g) Notwithstanding anything in this Agreement to the contrary, the Trust
in respect of each Fund shall pay to the Distributor its Allocable Portion of
the Distribution Fee provided for hereby notwithstanding its termination as
Distributor for the Shares of such Fund or any termination of this Agreement and
such payment of such Distribution fee, and that obligation and the method of
computing such payment, shall not be changed or terminated except to the extent
required by any change in applicable law, including, without limitation, the
1940 Act, the Rules promulgated thereunder by the Securities and Exchange
Commission and the Business Conduct Ruled, in each case enacted or promulgated
after May 1, 1997, or in connection with a Complete Termination (as hereinafter
defined). For the purposes of this Section 7, "Complete Termination" means in
respect of a Fund a termination of such Fund's Rule 12b-1 plan for Class B
Shares involving the cessation of payments of the Distribution Fee, and the
cessation of payments of Distribution Fee pursuant to every other Rule 12b-1
plan of such Fund for every existing or future B-Class-of-Shares (as hereinafter
defined) and the Fund's discontinuance of the offering of every existing or
future B-Class-of-Shares, which conditions shall be deemed satisfied when they
are first complied with hereafter and so long thereafter as they are complied
with prior to the date upon which all of the Shares which are Distributor Shares
pursuant to Schedule I hereto shall have been redeemed or converted. For
purposes of this Section 7, the term B-Class-of-Shares means the Shares of each
Fund and each other class of shares of such Fund hereafter issued which would be
treated as Shares under Schedule I hereto or which has substantially similar
economic characteristics to the B Class of Shares taking into account the total
sales charge, CDSC or other similar charges borne directly or indirectly by the
holder of the shares of such class. The parties agree that the existing C Class
of Shares of any Fund does not have substantially similar economic
characteristics to the B-Class-of-Shares taking into account the total sales
charges, CDSCs or other similar charges borne directly or indirectly by the
holder of such shares. For purposes of clarity the parties to the Agreement
hereby state that they intend that a new installment load class of shares which
may be authorized by amendment to Rule 6(c)-10 under the 1940 Act will be
considered to be a B-class-of-Shares if it has economic characteristics
substantially similar to the economic characteristics of the existing Class B
Shares taking into account the total sale charge, CDCSs or other similar charges
borne directly or indirectly by the holder of such charges and will not be
considered to be a B-Class-of-Shares if it has economic characteristics
substantially similar to the economic characteristics of the existing Class C
shares of the Fund taking into account the total sales charge, CDSCs or other
similar charges home directly or indirectly by the holder of such shares.
(h) The Distributor may assign, sell or otherwise transfer any part of its
Allocable Portions of the Distribution Fees and CDSCs and obligations of the
Trust with respect to a Fund related thereto (but not the Distributor's
obligations to the Trust with respect to such Fund provided for in this
Agreement) to any person (an "assignee") and any such assignment shall be
effective upon written notice to the Trust by the Distributor. In connection
therewith the Trust shall pay all or any amounts in respect of its Allocable
Portions directly to the Assignee thereof as directed in a writing by the
Distributor in the Irrevocable Payment Instructions, as the same may be amended
from time to time with the consent of the Trust, and the trust shall be without
liability to any person of it pays such amounts when and as so directed, except
for underpayments of amounts actually due without any amount payable as
consequential or other damages due to such underpayment and without interest
except to the extent that delay in payment of Distribution Fee and CDSCs results
in an increase in the maximum amount allowable under the NASD Business Conduct
Rules, which increases daily at a rate of prime plus one percent per annum.
Each Fund will not, to the extent it may otherwise be empowered to do so,
change or waive any CDSC with respect to Class B Shares, except as provided in
the Fund's Prospectus or Statement of Additional Information without the
Distributor's or Assignee's consent, as applicable. Notwithstanding anything to
the contrary in this Agreement or any termination of this Agreement or the
Distributor as principal underwriter for the Shares of the Funds, the
Distributor shall be entitled to be paid its Allocable Portion of the CDSCs
whether or not a Fund's Rule 12b- 1 plan for B Shares is terminated and whether
or not any such termination is a Complete Termination, as defined above.
(i) Under this Agreement, the Distributor shall: (i) make payments to
securities dealers and others engaged in the sale of Shares; (ii) make payments
of principal and interest in connection with the financing of commission
payments made by the Distributor in connection with the sale of Shares (iii)
incur the expense of obtaining such support services, telephone facilities and
shareholder services as may reasonably be required in connection with its duties
hereunder; (iv) formulate and implement marketing and promotional activities,
including, but not limited to, direct mail promotions and television, radio,
newspaper, magazine and other mass media advertising; (v) prepare, print and
distribute sales literature; (vi) prepare, print and distribute Prospectuses of
the Funds and reports for recipients other than existing shareholders of the
Funds; and (vii) provide to the Trust such information, analyses and opinions
with respect to marketing and promotional activities as the Trust may, from time
to time, reasonably request.
(j) The Distributor shall prepare and deliver reports to the Treasurer of
the Trust on a regular, at least monthly, basis, showing the distribution
expenditures incurred by the Distributor in connection with its services
rendered pursuant to this Agreement and the Plan and the purposes therefor, as
well as any supplemental reports as the Trustees, from time to time, may
reasonably request.
(k) The Distributor may retain the difference between the current offering
price of Shares, as set forth in the current prospectus for each Fund, and net
asset value, less any reallowance that is payable in accordance with the sales
charge schedule in effect at any given time with respect to the Shares.
(l) The Distributor may retain any CDSCs payable with respect to the
redemption of any Shares, provided however, that any CDSCs received by the
Distributor shall first be applied by the Distributor or its Assignee to any
outstanding amounts payable or which may in the future be payable by the
Distributor or its Assignee under financing arrangements entered into in
connection with the payment of commissions on the sale of Shares.
8. CONFIDENTIALITY, NON-EXCLUSIVE AGENCY.
8.1. The Distributor agrees on behalf of itself and its employees to treat
confidentially and as proprietary information of the Trust all records and other
information relative to the Funds and its prior, present or potential
shareholders, and not to use such records and information for any purpose other
than performance of its responsibilities and to obtain approval in writing by
the Trust, which approval shall not be unreasonably withheld and may not be
withheld where the Distributor may be exposed to civil or criminal contempt
proceedings for failure to comply, when requested to divulge such information by
duly constituted authorities, or when so requested by the Trust.
8.2. Nothing contained in this Agreement shall prevent the Distributor, or
any affiliated person of the Distributor, from performing services similar to
those to be performed hereunder for any other person, firm, or corporation or
for its or their own accounts or for the accounts of others.
9. TERM.
9.1. This Agreement shall continue for two years from the date of
commencement of operations and thereafter for successive annual periods,
provided such continuance is specifically approved at least annually by (i) a
vote of the majority of the Trustees of the Trust and (ii) a vote of the
majority of those Trustees of the Trust who are not interested persons of the
Trust and who have no direct or indirect financial interest in the operation of
the Plan, in this Agreement or any agreement related to the Plan (the
"Independent Trustees") by vote cast in person at a meeting called for the
purpose of voting on such approval. This Agreement is terminable at any time,
with respect to the Trust, without penalty, (a) on not less than 60 days'
written notice by vote of a majority of the Independent Trustees, or by vote of
the holders of a majority of the outstanding voting securities of the Trust, or
(b) upon not less than 60 days' written notice by the Distributor. This
Agreement may remain in effect with respect to a Fund even if it has been
terminated in accordance with this paragraph with respect to one or more other
Funds of the Trust. This Agreement will also terminate automatically in the
event of its assignment. (As used in this Agreement, the terms "majority of the
outstanding voting securities," "interested persons," and "assignment" shall
have the same meaning as such terms have in the 1940 Act.)
10. MISCELLANEOUS.
10.1. This Agreement shall be governed by the laws of the Commonwealth of
Massachusetts. All sales hereunder are to be made, and title to the Shares shall
pass, in Boston, Massachusetts.
10.2. The captions in this Agreement are included for convenience of
reference only and in no way define or delimit any of the provisions hereof or
otherwise affect their constructions or effect.
10.3 The obligations of the Trust hereunder are not personally binding
upon, nor shall resort be had to the private property of, any of the Trustees,
shareholders, officers, employees or agents of the Trust and only the Trust's
property shall be bound.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed by their officers designated below.
EVERGREEN SELECT FIXED INCOME TRUST
By: _____________________________
EVERGREEN DISTRIBUTOR, INC.
By: __________________________
<PAGE>
EXHIBIT A
As of May 15, 2000
EVERGREEN SELECT FIXED INCOME TRUST
Evergreen Select Adjustable Rate Fund
ADMINISTRATIVE SERVICES AGREEMENT
This Administrative Services Agreement is made as of this 3rd day of
January, 2000 between Evergreen Select Fixed Income Trust, a Delaware business
trust (herein called the "Trust"), and Evergreen Investment Services, Inc., a
Delaware corporation (herein called "EIS").
W I T N E S S E T H:
WHEREAS, Trust is a Delaware business trust consisting of one or more
series which operates as an open-end management investment company and is so
registered under the Investment Company Act of 1940; and
WHEREAS, the Trust desires to retain EIS as its Administrator to
provide it with administrative services and EIS is willing to render such
services.
NOW, THEREFORE, in consideration of the premises and mutual covenants
set forth herein, the parties hereto agree as follows:
1. APPOINTMENT OF ADMINISTRATOR. The Trust hereby appoints EIS as Administrator
of the Trust and each of its series listed on SCHEDULE A attached hereto on the
terms and conditions set forth in this Agreement; and EIS hereby accepts such
appointment and agrees to perform the services and duties set forth in Section 2
of this Agreement in consideration of the compensation provided for in Section 4
hereof.
2. SERVICES AND DUTIES. As Administrator, and subject to the supervision and
control of the Trustees of the Trust, EIS will hereafter provide facilities,
equipment and personnel to carry out the following administrative services for
operation of the business and affairs of the Trust and each of its series:
(a) Prepare, file and maintain the Trust's governing documents,
including the Declaration of Trust (which has previously been prepared
and filed), the By laws, minutes of meetings of Trustees and
shareholders, and proxy statements for meetings of shareholders;
(b) Prepare and file with the Securities and Exchange Commission and
the appropriate state securities authorities the registration
statements for the Trust and the Trust's shares and all amendments
thereto, reports to regulatory authorities and shareholders,
prospectuses, proxy statements, and such other documents as may be
necessary or convenient to enable the Trust to make a continuous
offering of its shares;
(c) Prepare, negotiate and administer contracts on behalf of the Trust
with, among others, the Trust's distributor, and custodian and transfer
agent;
(d) Supervise the Trust's fund accounting agent in the maintenance of
the Trust's general ledger and in the preparation of the Trust's
financial statements, including oversight of expense accruals and
payments and the determination of the net asset value of the Trust's
assets and of the Trust's shares, and of the declaration and payment of
dividends and other distributions to shareholders;
(e) Calculate performance data of the Trust for dissemination to
information services covering the investment company industry;
(f) Prepare and file the Trust's tax returns;
(g) Examine and review the operations of the Trust's custodian and
transfer agent;
(h) Coordinate the layout and printing of publicly disseminated
prospectuses and reports;
(i) Prepare various shareholder reports;
(j) Assist with the design, development and operation of new series
of the Trust;
(k) Coordinate shareholder meetings;
(l) Provide general compliance services; and
(m) Advise the Trust and its Trustees on matters concerning the
Trust and its affairs.
The foregoing, along with any additional services that EIS shall agree
in writing to perform for the Trust hereunder, shall hereafter be referred to as
"Administrative Services." Administrative Services shall not include any duties,
functions, or services to be performed for the Trust by the Trust's investment
adviser, distributor, custodian or transfer agent pursuant to their agreements
with the Trust.
3. EXPENSES. EIS shall be responsible for expenses incurred in providing office
space, equipment and personnel as may be necessary or convenient to provide the
Administrative Services to the Trust. The Trust shall be responsible for all
other expenses incurred by EIS on behalf of the Trust, including without
limitation postage and courier expenses, printing expenses, registration fees,
filing fees, fees of outside counsel and independent auditors, insurance
premiums, fees payable to Trustees who are not EIS employees, and trade
association dues.
4. COMPENSATION. As compensation for the Administrative Services provided to the
Trust with respect to each series, the Trust hereby agrees to pay and EIS hereby
agrees to accept as full compensation for its services rendered hereunder an
administrative fee, calculated daily and payable monthly, at an annual rate
determined in accordance with Schedule B attached hereto.
5. RESPONSIBILITY OF ADMINISTRATOR. EIS shall not be liable for any error of
judgment or mistake of law or for any loss suffered by the Trust in connection
with the matters to which this Agreement relates, except a loss resulting from
willful misfeasance, bad faith or gross negligence on its part in the
performance of its duties or from reckless disregard by it of its obligations
and duties under this Agreement. EIS shall be entitled to rely on and may act
upon advice of counsel (who may be counsel for the Trust) on all matters, and
shall be without liability for any action reasonably taken or omitted pursuant
to such advice. Any person, even though also an officer, director, partner,
employee or agent of EIS, who may be or become an officer, trustee, employee or
agent of the Trust, shall be deemed, when rendering services to the Trust or
acting on any business of the Trust (other than services or business in
connection with the duties of EIS hereunder) to be rendering such services to or
acting solely for the Trust and not as an officer, director, partner, employee
or agent or one under the control or direction of EIS even though paid by EIS.
6. DURATION AND TERMINATION.
(a) This Agreement shall be in effect until December 31, 2000, and
shall continue in effect from year to year thereafter, provided it is
approved, at least annually, by a vote of a majority of Trustees of the
Trust including a majority of the disinterested Trustees.
(b) This Agreement may be terminated at any time, without payment of
any penalty, on sixty (60) day's prior written notice by a vote of a
majority of the Trust's Trustees or by EIS.
7. AMENDMENT. No provision of this Agreement may be changed, waived, discharged
or terminated orally, but only by an instrument in writing signed by the party
against which an enforcement of the change, waiver, discharge or termination is
sought.
8. NOTICES. Notices of any kind to be given to the Trust hereunder by EIS shall
be in writing and shall be duly given if delivered to the Trust at: 200 Berkeley
Street, Boston, MA 02116, Attention: Secretary. Notices of any kind to be given
to EIS hereunder by the Trust shall be in writing and shall be duly given if
delivered to EIS at 200 Berkeley Street, Boston, Massachusetts 02116. Attention:
Chief Administrative Officer.
9. LIMITATION OF LIABILITY. EIS is hereby expressly put on notice of the
limitation of liability as set forth in the Declaration of Trust and agrees that
the obligations pursuant to this Agreement of a particular series and of the
Trust with respect to that particular series be limited solely to the assets of
that particular series, and EIS shall not seek satisfaction of any such
obligation from the assets of any other series, the shareholders of any series,
the Trustees, officers, employees or agents of the Trust, or any of them.
10. MISCELLANEOUS. The captions in this Agreement are included for convenience
of reference only and in no way define or delimit any of the provisions hereof
or otherwise affect their construction or effect. If any provision of this
Agreement shall be held or made invalid by a court or regulatory agency
decision, statute, rule or otherwise, the remainder of this Agreement shall not
be affected thereby. Subject to the provisions of Section 5 hereof, this
Agreement shall be binding upon and shall inure to the benefit of the parties
hereto and their respective successors and shall be governed by Delaware law;
provided, however, that nothing herein shall be construed in a manner
inconsistent with the Investment Company Act of 1940 or any rule or regulation
promulgated by the Securities and Exchange Commission thereunder.
IN WITNESS WHEREOF, the parties hereto have caused this Administrative Services
Agreement to be executed by their officers designated below as of the day and
year first above written.
EVERGREEN SELECT FIXED INCOME TRUST
By: /s/ Michael Koonce
_______________________________
Name: Michael Koonce
Title: Secretary
EVERGREEN INVESTMENT SERVICES, INC.
By: /s/ Ann Marie Becker
_______________________________
Name: Ann Marie Becker
Title: Managing Director
<PAGE>
SCHEDULE A
(As of January 3, 2000)
EVERGREEN SELECT FIXED INCOME TRUST
Evergreen Select Adjustable Rate Fund
Evergreen Select Core Bond Fund
Evergreen Select Fixed Income Fund
Evergreen Select Fixed Income Fund II
Evergreen Select High Yield Bond Fund
Evergreen Select Income Plus Fund
Evergreen Select Intermediate Term Municipal Bond Fund
Evergreen Select International Bond Fund
Evergreen Select Limited Duration Fund
Evergreen Select Total Return Bond Fund
<PAGE>
SCHEDULE B
(As of January 3, 2000)
EVERGREEN SELECT FIXED INCOME TRUST
- --------------------------------------------------------------- ----------------
FUND ADMINISTRATIVE
SERVICES FEE
- --------------------------------------------------------------- ----------------
- --------------------------------------------------------------- ----------------
Evergreen Select Adjustable Rate Fund 0.10%
- --------------------------------------------------------------- ----------------
- --------------------------------------------------------------- ----------------
Evergreen Select Core Bond Fund 0.10%
- --------------------------------------------------------------- ----------------
- --------------------------------------------------------------- ----------------
Evergreen Select Fixed Income Fund 0.10%
- --------------------------------------------------------------- ----------------
- --------------------------------------------------------------- ----------------
Evergreen Select Fixed Income Fund II 0.00%
- --------------------------------------------------------------- ----------------
- --------------------------------------------------------------- ----------------
Evergreen Select High Yield Bond Fund 0.10%
- --------------------------------------------------------------- ----------------
- --------------------------------------------------------------- ----------------
Evergreen Select Income Plus Fund 0.10%
- --------------------------------------------------------------- ----------------
- --------------------------------------------------------------- ----------------
Evergreen Select Intermediate Term Municipal Bond Fund 0.10%
- --------------------------------------------------------------- ----------------
- --------------------------------------------------------------- ----------------
Evergreen Select International Bond Fund 0.10%
- --------------------------------------------------------------- ----------------
- --------------------------------------------------------------- ----------------
Evergreen Select Limited Duration Fund 0.10%
- --------------------------------------------------------------- ----------------
- --------------------------------------------------------------- ----------------
Evergreen Select Total Return Bond Fund 0.10%
- --------------------------------------------------------------- ----------------
- --------------------------------------------------------------- ----------------
FORM OF DISTRIBUTION PLAN OF CLASS A SHARES
EVERGREEN SELECT FIXED INCOME TRUST
SECTION 1. Evergreen Select Fixed Income Trust(the "Trust") individually
and/or on behalf of its series (each a "Fund") referred to in Exhibit A to this
Rule 12b-1 Plan of Distribution (the "Plan") may act as the distributor of
securities which are issued in respect of the Fund's Class A shares ("Shares"),
pursuant to Rule 12b-1 under the Investment Company Act of 1940 (the "1940 Act")
according to the terms of this Plan.
SECTION 2. The Trust on behalf of each Fund may expend daily amounts at
an annual rate of 0.75% of the average daily net asset value of Class A shares
("Shares") of the Fund. Such amounts may be expended to finance activity which
is principally intended to result in the sale of Shares including, without
limitation, expenditures consisting of payments to a principal underwriter of
the Fund ("Principal Underwriter") or others in order (i) to make payments to
the Principal Underwriter or others of sales commissions, other fees or other
compensation for services provided or to be provided, to enable payments to be
made by the Principal Underwriter or others for any activity primarily intended
to result in the sale of Shares, to pay interest expenses associated with
payments in connection with the sale of Shares and to pay any expenses of
financing permitted by this clause (i); (ii) to enable the Principal Underwriter
or others to receive, pay or to have paid to others who have sold Shares, or who
provide services to holders of Shares, a service fee, maintenance or other fee
in respect of such services, at such intervals as the Principal Underwriter or
such others may determine, in respect of Shares previously sold and remaining
outstanding during the period in respect of which such fee is or has been paid;
and/or (iii) to compensate the Principal Underwriter or others for efforts
(including without limitation any financing of payments under (i) and (ii) for
the sale of shares) in respect of sales of Shares since inception of the Plan or
any predecessor plan. Appropriate adjustments shall be made to the payments made
pursuant to this Section 2 to the extent necessary to ensure that no payment is
made by the Trust on behalf of any Fund with respect to the Class in excess of
the applicable limit imposed on asset based, front end and deferred sales
charges under subsection (d) of Rule 2830 of the Business Conduct Rules of the
National Association of Securities Dealers Regulation, Inc. (The "NASDR"). In
addition, to the extent any amounts paid hereunder fall within the definition of
an "asset based sales charge" under said NASDR Rule such payments shall be
limited to 0.75 of 1% of the aggregate net asset value of the Shares on an
annual basis and, to the extent that any such payments are made in respect of
"shareholder services" as that term is defined in the NASDR Rule, such payments
shall be limited to .25 of 1% of the aggregate net asset value of the Shares on
an annual basis and shall only be made in respect of shareholder services
rendered during the period in which such amounts are accrued.
SECTION 3. This Plan shall not take effect until it has been approved
together with any related agreements by votes of a majority of both (a) the
Board of Trustees of the Trust and (b) those Trustees of the Trust who are not
"interested persons" of the Trust (as defined in the 1940 Act) and who have no
direct or indirect financial interest in the operation of this Plan or any
agreements of the Fund or any other person related to this Plan ("Rule 12b-1
Trustees"), cast in person at a meeting called for the purpose of voting on this
Plan or such agreements.
SECTION 4. Unless sooner terminated pursuant to Section 6, this Plan
shall continue in effect for a period of one year from the date it takes effect
and thereafter shall continue in effect so long as such continuance is
specifically approved at least annually in the manner provided for approval of
this Plan in Section 3.
SECTION 5. Any person authorized to direct the disposition of monies
paid or payable by the Trust on behalf of each Fund pursuant to this Plan or any
related agreement shall provide to the Trust's Board of Trustees and the Board
shall review at least quarterly a written report of the amounts so expended and
the purposes for which such expenditures were made.
SECTION 6. This Plan may be terminated at any time with respect to any
Fund by vote of a majority of the Rule 12b-1 Trustees or by vote of a majority
of such Fund's outstanding Shares.
SECTION 7. Any agreement of the Fund related to this Plan shall be in
writing and shall provide:
(a) that such agreement may be terminated at any time, without
payment of any penalty, by vote of a majority of the Rule
12b-1 Trustees or by a vote of a majority of such Fund's
outstanding Shares on not more than sixty days written notice
to any other party to the agreement; and
(b) that such agreement shall terminate automatically in the event
of its assignment.
SECTION 8. This Plan may not be amended to increase materially the
amount of distribution expenses provided for in Section 2 hereof unless such
amendment is approved by a vote of at least a majority (as defined in the 1940
Act) of each Fund's outstanding Shares, and no material amendment to this Plan
shall be made unless approved in the manner provided for in Section 3 hereof.
Effective Date: May 15, 2000
<PAGE>
Date: May 15, 2000
EXHIBIT A
EVERGREEN SELECT FIXED INCOME TRUST
Evergreen Select Adjustable Rate Fund
FORM OF DISTRIBUTION PLAN OF CLASS B SHARES
EVERGREEN SELECT FIXED INCOME TRUST
Section 1. Evergreen Select Fixed Income Trust (the "Trust"),
individually and/or on behalf of its series (each a "Fund") referred to in
Exhibit A to this 12b-1 Distribution Plan (the "Plan") may act as the
distributor of certain securities of which it is the issuer, pursuant to Rule
12b-1 under the Investment Company Act of 1940 (the "1940 Act") according to the
terms of this Plan.
Section 2. The Trust on behalf of each Fund may expend daily amounts at
an annual rate of 1.00% of the average daily net asset value of its Class B
shares ("Shares") to finance any activity which is principally intended to
result in the sale of Shares including, without limitation, expenditures
consisting of payments to a principal underwriter of the Fund ("Principal
Underwriter") or others in order: (i) to enable payments to be made by the
Principal Underwriter or others for any activity primarily intended to result in
the sale of Shares, including, without limitation, (a) compensation to public
relations consultants or other persons assisting in, or providing services in
connection with, the distribution of Shares, (b) advertising, (c) printing and
mailing of prospectuses and reports for distribution to persons other than
existing shareholders, (d) preparation and distribution of advertising material
and sales literature, (e) commission payments, and principal and interest
expenses associated with the financing of commission payments, made by the
Principal Underwriter in connection with the sale of Shares and (f) conducting
public relations efforts such as seminars; (ii) to enable the Principal
Underwriter or others to receive, pay or to have paid to others who have sold
Shares, or who provide services to holders of Shares, a maintenance or other fee
in respect of services provided to holders of Shares, at such intervals as the
Principal Underwriter or such others may determine, in respect of Shares
previously sold and remaining outstanding during the period in respect of which
such fee is or has been paid; and/or (iii) to compensate the Principal
Underwriter or such others for their efforts in respect of sales of Shares since
inception of the Plan or any predecessor plan. Appropriate adjustments shall be
made to the payments made pursuant to this Section 2 to the extent necessary to
ensure that no payment is made on behalf of any Fund with respect to Class B
Shares in excess of any limit imposed on asset based, front end and deferred
sales charges under any rule or regulations adopted by the National Association
of Securities Dealers, Inc. (the "NASD Rules"). In addition, to the extent any
amounts paid hereunder fall within the definition of an "asset based sales
charge" under said NASD Rules such payments shall be limited to .75 of 1% of the
aggregate net asset value of the Shares on an annual basis and, to the extent
that any such payments are made in respect of "shareholder services" as that
term is defined in the NASD Rules, such payments shall be limited to .25 of 1%
of the aggregate net asset value of the Shares on an annual basis and shall only
be made in respect of shareholder services rendered during the period in which
such amounts are accrued.
Section 3. This Plan shall not take effect with respect to any Fund
until it has been approved by votes of a majority of (a) the Trustees of the
Trust, and (b) those Trustees of the Trust who are not "interested persons" (as
defined in the 1940 Act) and who have no direct or indirect financial interest
in the operation of this Plan or any agreements of the Trust related hereto or
any other person related to this Plan ("Disinterested Trustees"), cast in person
at a meeting called for the purpose of voting on this Plan. In addition, any
agreement related to this Plan and entered into by the Trust on behalf of the
Fund in connection therewith shall not take effect until it has been approved by
votes of a majority of (a) the Board of Trustees of the Trust, and (c) the
Disinterested Trustees of the Trust.
Section 4. Unless sooner terminated pursuant to Section 6, this Plan
shall continue in effect for a period of one year from the date it takes effect
and thereafter shall continue in effect for additional periods that shall not
exceed one year so long as such continuance is specifically approved by votes of
a majority of both (a) the Board of Trustees of the Trust and (b) the
Disinterested Trustees of the Trust, cast in person at a meeting called for the
purpose of voting on this Plan, provided that payments for services theretofore
provided or for reimbursement of expenses theretofore incurred or accrued prior
to termination of this Plan in accordance with Section 2 may be continued by the
Fund to the extent provided for in Section 6, below, as applicable.
Section 5. Any person authorized to direct the disposition of monies
paid or payable pursuant to this Plan or any related agreement shall provide to
the Trust's Board and the Board shall review at least quarterly a written report
of the amounts so expended and the purposes for which such expenditures were
made.
Section 6. Payments with respect to services provided by the Principal
Underwriter or others pursuant to Section 2, above, shall be authorized
hereunder, whether or not this Plan has been otherwise terminated, if such
payments are for services theretofore provided or for reimbursement of expenses
theretofore incurred or accrued prior to termination of this Plan in other
respects and if such payment is or has been so approved by the Board, including
the Disinterested Trustees, or agreed to on behalf of the Fund with such
approval, all subject to such specific implementation as the Board, including
the Disinterested Trustees, may approve; provided that, at the time any such
payment is made, whether or not this Plan has been otherwise terminated, the
making of such payment will not cause the limitation upon such payments set
forth in Section 2 to be exceeded. Without limiting the generality of the
foregoing, the Trust on behalf of any Fund may pay to, or on the order of, any
person who has served from time to time as Principal Underwriter amounts for
distribution services pursuant to a principal underwriting agreement or
otherwise. Any such principal underwriting agreement may, but need not, provide
that such Principal Underwriter may be paid for distribution services to Class B
Shares and/or other specified classes of shares of any Fund (together the
"B-Class-of-Shares"), a fee which may be designated a Distribution Fee and may
be paid at a rate per annum up to .75 % of the average daily net asset value of
such B-Class-of-Shares of the Fund and may, but need not, also provide: (i) that
a Principal Underwriter will be deemed to have fully earned its "Allocable
Portion" of the Distribution Fee upon the sale of the Commission Shares (as
defined in the Allocation Schedule) taken into account in determining its
Allocable Portion; (ii) that the Fund's obligation to pay such Principal
Underwriter its Allocable Portion of the Distribution Fee shall be absolute and
unconditional and shall not be subject to dispute, offset, counterclaim or any
defense whatsoever (it being understood that such provision is not a waiver of
the Fund's right to pursue such Principal Underwriter and enforce such claims
against the assets of such Principal Underwriter other than its right to its
Allocable Portion of the Distribution Fee and CDSCs (as defined below); (iii)
that the Fund's obligation to pay such Principal Underwriter its Allocable
Portion of the Distribution Fee shall not be changed or terminated except to the
extent required by any change in applicable law, including without limitation,
the 1940 Act, the Rules promulgated thereunder by the Securities and Exchange
Commission and the Business Conduct Rules of the National Association of
Securities Dealers, Inc., in each case enacted or promulgated after May 5, 1997,
or in connection with a "Complete Termination" (as hereinafter defined); (iv)
that the Trust on behalf of any Fund will not waive or change any contingent
deferred sales charge ("CDSC") in respect of the Distributor's Allocable Portion
thereof, except as provided in the Fund's prospectus or statement of additional
information without the consent of the Principal Underwriter or any assignee of
such Principal Underwriter's rights to its Allocable Portion; (v) that the
termination of the Principal Underwriter, the principal underwriting agreement
or this Plan will not terminate such Principal Underwriter's rights to its
Allocable Portion of the CDSCs; and (vi) that any Principal Underwriter may
assign its rights to its Allocable Portion of the Distribution Fee and CDSCs
(but not such Principal Underwriter's obligations to the Fund under its
principal underwriting agreement) to raise funds to make expenditures described
in Section 2 above and in connection therewith, and upon receipt of notice of
such assignment, the Trust on behalf of any Fund shall pay to the assignee such
portion of the Principal Underwriter's Allocable Portion of the Distribution Fee
and CDSCs so assigned. For purposes of such principal underwriting agreement,
the term Allocable Portion of Distribution Fee as applied to any Principal
Underwriter may mean the portion of the Distribution Fee allocable to
Distributor Shares in accordance with the "Allocation Schedule" attached to such
Principal Underwriter's principal underwriting agreement. For purposes of such
principal underwriting agreement, the term Allocable Portion of CDSCs as applied
to any Principal Underwriter may mean the portion of the CDSCs allocable to
Distributor Shares in accordance with the Allocation Schedule attached to such
Principal Underwriter's principal underwriting agreement. For purposes of such
principal underwriting agreement, the term "Complete Termination" may mean a
termination of this Plan involving the cessation of payments of the Distribution
Fee thereunder, the cessation of payments of distribution fees pursuant to every
other Rule 12b-1 plan of the Fund for every existing or future B-Class-of-Shares
and the cessation of the offering by the Fund of existing or future
B-Class-of-Shares, which conditions shall be deemed to be satisfied when they
are first complied with and so long thereafter as they are complied with prior
to the earlier of (i) the date upon which all of the B Shares which are
Distributor Shares pursuant to the Allocation Schedule shall have been redeemed
or converted or (ii) a specified date, after either of which times such
conditions need no longer be complied with. For purposes of such principal
underwriting agreement, the term "B-Class-of-Shares" may mean the B Class of
Shares of the Fund and each other class of shares of the Fund hereafter issued
which would be treated as "Shares" under such Allocation Schedule or which has
economic characteristics substantially similar to those of the B Class of Shares
taking into account the total sales charge, CDSC or other similar charges borne
directly or indirectly by the holder of the shares of such classes.
The parties may agree that the existing C Class of Shares of the Fund
does not have substantially similar economic characteristics to the B Classes of
Shares taking into account the total sales charge, CDSC or other similar charges
borne directly or indirectly by the holder of such shares. For purposes of
clarity the parties to such principal underwriting agreement may state that they
intend that a new installment load class of shares which may be authorized by
amendments to Rule 6(c)-10 under the 1940 Act will not be considered to be a
B-Class-of-Shares if it has economic characteristics substantially similar to
the economic characteristics of the existing C Class of Shares taking into
account the total sales charge, CDSC or other similar charges borne directly or
indirectly by the holder of such shares and will not be considered to be a
B-Class-of-Shares if it has economic characteristics substantially similar to
the economic characteristics of the existing C Class of shares of the Fund
taking into account the total sales charge, CDSC or other similar charges borne
directly or indirectly by the holder of such shares. For purposes of such
principal underwriting agreement, "Allocation Schedule" may mean a schedule
which shall be approved by Trustees (as defined below) in connection with their
required approval of such principal underwriting agreement as assigning to each
Principal Underwriter of Shares the portion of the total Distribution Fee
payable by the Trust on behalf of each Fund under such principal underwriting
agreement which has been earned by such Principal Underwriter to the extent
necessary so that the continued payments thereof if such Principal Underwriter
ceases to serve in that capacity does not penalize the Fund by requiring the
Trust on behalf of such Fund to pay for services that have not been earned.
Section 7. This Plan may be terminated at any time with respect to any
Fund by vote of a majority of the Disinterested Trustees, or by vote of a
majority of the Shares of such Fund, provided that payments for services
theretofore provided or for reimbursement of expenses theretofore incurred or
accrued prior to termination of this Plan in accordance with Section 2 may be
continued by the Fund to the extent provided for in Section 6, above, as
applicable.
Section 8. Any agreement of the Trust, with respect to any Fund,
related to this Plan shall be in writing and shall provide:
A. That such agreement may be terminated with respect to any Fund at any
time without payment of any penalty, by vote of a majority of the Disinterested
Trustees or by a vote of a majority of the outstanding Shares of such Fund on
not more than sixty days written notice to any other party to the agreement; and
B. That such agreement shall terminate automatically in the event of its
assignment.
Section 9. This Plan may not be amended to increase materially the
amount of distribution expenses provided for in Section 2 with respect to a Fund
unless such amendment is approved by a vote of at least a majority (as defined
in the 1940 Act) of the outstanding Shares of such Fund, and no material
amendment to this Plan shall be made unless approved by votes of a majority of
(a) the Board of Trustees of the Trust, and (c) the Disinterested Trustees of
the Trust, cast in person at a meeting called for the purpose of voting on such
amendment.
Effective Date: May 15, 2000
<PAGE>
Date: May 15, 2000
EXHIBIT A
EVERGREEN SELECT FIXED INCOME TRUST
Evergreen Select Adjustable Rate Fund
FORM OF DISTRIBUTION PLAN OF CLASS C SHARES
EVERGREEN SELECT FIXED INCOME TRUST
SECTION 1. The Evergreen Select Fixed Income Trust (the "Trust")
individually and/or on behalf of its series (the AFund@) referred to in Exhibit
A to this Rule 12b-1 Plan of Distribution (the "Plan") may act as the
distributor of securities which are issued in respect of the Fund's Class C
shares ("Shares"), pursuant to Rule 12b-1 under the Investment Company Act of
1940 (the "1940 Act") according to the terms of this Plan.
SECTION 2. The Trust on behalf of each Fund may expend daily amounts at
an annual rate of 1.00% of the average daily net asset value of the Shares. Such
amounts may be expended to finance activity which is principally intended to
result in the sale of Shares including, without limitation, expenditures
consisting of payments to a principal underwriter of the Fund ("Principal
Underwriter") or others in order (i) to make payments to the Principal
Underwriter or others of sales commissions, other fees or other compensation for
services provided or to be provided, to enable payments to be made by the
Principal Underwriter or others for any activity primarily intended to result in
the sale of Shares, to pay interest expenses associated with payments in
connection with the sale of Shares and to pay any expenses of financing
permitted by this clause (i); (ii) to enable the Principal Underwriter or others
to receive, pay or to have paid to others who have sold Shares, or who provide
services to holders of Shares, a service fee, maintenance or other fee in
respect of such services, at such intervals as the Principal Underwriter or such
others may determine, in respect of Shares previously sold and remaining
outstanding during the period in respect of which such fee is or has been paid;
and/or (iii) to compensate the Principal Underwriter or others for efforts
(including without limitation any financing of payments under (i) and (ii) for
the sale of shares) in respect of sales of Shares since inception of the Plan or
any predecessor plan. Appropriate adjustments shall be made to the payments made
pursuant to this Section 2 to the extent necessary to ensure that no payment is
made by the Trust on behalf of any Fund with respect to the Class in excess of
the applicable limit imposed on asset based, front end and deferred sales
charges under subsection (d) of Rule 2830 of the Business Conduct Rules of the
National Association of Securities Dealers Regulation, Inc. (The "NASDR"). In
addition, to the extent any amounts paid hereunder fall within the definition of
an "asset based sales charge" under said NASDR Rule, such payments shall be
limited to 0.75 of 1% of the aggregate net asset value of the Shares on an
annual basis and, to the extent that any such payments are made in respect of
"shareholder services" as that term is defined in the NASDR Rule, such payments
shall be limited to .25 of 1% of the aggregate net asset value of the Shares on
an annual basis and shall only be made in respect of shareholder services
rendered during the period in which such amounts are accrued.
SECTION 3. This Plan shall not take effect until it has been approved
together with any related agreements by votes of a majority of both (a) the
Board of Trustees of the Trust and (b) those Trustees of the Trust who are not
Ainterested persons@ of the Trust (as said term is defined in the 1940 Act) and
who have no direct or indirect financial interest in the operation of this Plan
or any agreements of the Fund or any other person related to this Plan (the
"Rule 12b-1 Trustees"), cast in person at a meeting called for the purpose of
voting on this Plan or such agreements.
SECTION 4. Unless sooner terminated pursuant to Section 6 hereof, this
Plan shall continue in effect for a period of one year from the date it takes
effect and thereafter shall continue in effect so long as such continuance is
specifically approved at least annually in the manner provided for approval of
this Plan in Section 3 hereof.
SECTION 5. Any person authorized to direct the disposition of monies
paid or payable by the Trust on behalf of each Fund pursuant to this Plan or any
related agreement shall provide to the Trust=s Board of Trustees and the Board
shall review at least quarterly a written report of the amounts so expended and
the purposes for which such expenditures were made.
SECTION 6. This Plan may be terminated with respect to any Fund at any
time by vote of a majority of the Rule 12b-1 Trustees or by vote of a majority
of such Fund=s outstanding Shares.
SECTION 7. Any agreement of the Fund related to this Plan shall be in
writing, and shall provide as follows:
(a) that such agreement may be terminated at any time, without
payment of any penalty, by vote of a majority of the Rule
12b-1 Trustees or by a vote of a majority of such Fund=s
outstanding Shares on not more than sixty days written notice
to any other party to the agreement; and
(b) that such agreement shall terminate automatically in the
event of its assignment.
SECTION 8. This Plan may not be amended to increase materially the
amount of distribution expenses provided for in Section 2 hereof unless such
amendment is approved by a vote of at least a majority (as defined in the 1940
Act) of each Fund=s outstanding Shares, and no material amendment to this Plan
shall be made unless approved in the manner provided for in Section 3 hereof.
Effective Date: May 15, 2000
<PAGE>
EXHIBIT A
As of May 15, 2000
EVERGREEN SELECT FIXED INCOME TRUST
Evergreen Select Adjustable Rate Fund
MULTIPLE CLASS PLAN
FOR THE
EVERGREEN FUNDS
As of March 24, 2000
Each Fund in the Evergreen group of mutual funds currently offers one or more of
the following nine classes of shares with the following class provisions and
current offering and exchange characteristics. Additional classes of shares
(such classes being shares having characteristics referred to in Rule 18f-3
under the Investment Company Act of 1940, as amended (the "1940 Act")), when
created, may have characteristics that differ from those described.
I. CLASSES
A. Class A Shares
1. Class A Shares have a distribution plan adopted
pursuant to Rule 12b-1 under the 1940 Act (a "12b-1
Distribution Plan") and/or a shareholder services
plan. The plans provide for annual payments of
distribution and/or shareholder service fees that are
based on a percentage of average daily net assets of
Class A shares, as described in a Fund's current
prospectus.
2. Class A Shares are offered with a front-end sales
load, except that purchases of Class A Shares made
under certain circumstances are not subject to the
front-end load but may be subject to a contingent
deferred sales charge ("CDSC"), as described in a
Fund's current prospectus.
3. Shareholders may exchange Class A Shares of a Fund
for Class A Shares of any other fund, as described in
a Fund's current prospectus.
B. Class B Shares
1. Class B Shares have adopted a 12b-1 Distribution Plan
and/or a shareholder services plan. The plans
provide for annual payments of distribution and/or
shareholder services fees that are based on a
percentage of average daily net assets of Class B
shares, as described in a Fund's current prospectus.
2. Class B Shares are offered at net asset value without
a front-end sales load, but may be subject to a CDSC
as described in a Fund's current prospectus.
3. Class B Shares automatically convert to Class A
Shares without a sales load or exchange fee after
designated periods.
4. Shareholders may exchange Class B Shares of a Fund
for Class B Shares of any other fund, as described in
a Fund's current prospectus.
C. Class C Shares
1. Class C Shares have adopted a 12b-1 Distribution Plan
and/or a shareholder services plan. The plans
provide for annual payments of distribution and/or
shareholder services fees that are based on a
percentage of average daily net assets of Class C
shares, as described in a Fund's current prospectus.
2. Class C Shares are offered at net asset value without
a front-end sales load, but may be subject to a CDSC,
as described in a Fund's current prospectus.
3. Shareholders may exchange Class C Shares of a Fund
for Class C Shares of any other fund, as described in
a Fund's current prospectus.
D. Class J Shares
1. Class J Shares have adopted a 12b-1 Distribution Plan
and/or a shareholder services plan. The plans provide
for annual payments of distribution and/or
shareholder service fees that are based on a
percentage of average daily net assets of Class J
shares, as described in a Fund's current prospectus.
2. Class J Shares are offered with a front-end sales
load, except that purchases of Class J Shares made
under certain circumstances are not subject to the
front-end load or may be subject to a CDSC, as
described in a Fund's current prospectus.
3. Shareholders may exchange Class J Shares of a Fund
for Class J Shares of any other fund named in a
Fund's prospectus.
E. Class S Shares
1. Class S Shares have a 12b-1Distribution Plan and/or a
shareholder services plan. The plans provide for
annual payments of distribution and/or shareholder
service fees that are based on a percentage of
average daily net assets of Class S shares, as
described in a Fund's current prospectus.
2. Class S Shares are offered at net asset value without
a front-end sales load, but may be subject to a CDSC
as described in a Fund's current prospectus.
3. Shareholders may exchange Class S Shares of a Fund
for Class S Shares of any other fund, as described in
a Fund's current prospectus.
F. Class Y Shares
1. Class Y Shares have no distribution or shareholder
services plans.
2. Class Y Shares are offered at net asset value without
a front-end sales load or CDSC.
3. Shareholders may exchange Class Y Shares of a Fund
for Class Y Shares of any other fund, as described in
a Fund's current prospectus.
G. Institutional Service Shares
1. Institutional Service Shares have adopted a 12b-1
Distribution Plan and/or shareholder services plan.
The plans provide for annual payments of distribution
and/or shareholder services fees that are based on a
percentage of average daily net assets of
Institutional Service Shares, as described in a
Fund's current prospectus.
2. Institutional Service Shares are offered at net asset
value without a front-end sales load or CDSC.
3. Shareholders may exchange Institutional Service
Shares of a Fund for Institutional Service Shares of
any other fund, as described in a Fund's current
prospectus, to the extent they are offered by a Fund.
H. Institutional Shares
1. Institutional Shares have no distribution or
shareholder services plans.
2. Institutional Shares are offered at net asset value
without a front-end sales load or CDSC.
3. Shareholders may exchange Institutional Shares of a
Fund for Institutional Shares of any other fund, as
described in a Fund's current prospectus, to the
extent they are offered by a Fund.
I. Charitable Shares
1. Charitable Shares have no distribution or shareholder
services plans.
2. Charitable Shares are offered at net asset value
without a front-end sales load or CDSC.
3. Shareholders may exchange Charitable Shares of a Fund
for Charitable Shares of any other fund, as
described in a Fund's current prospectus, to the
extent they are offered by a Fund.
II. CLASS EXPENSES
Each class bears the expenses of its 12b-1 Distribution Plan and/or
shareholder services plan. Class J Shares shall also bear that portion
of the Transfer Agency fees and other expenses allowed by Rule 18f-3
that are attributable to them due to distribution outside of the United
States. There currently are no other class specific expenses.
III. EXPENSE ALLOCATION METHOD
All income, realized and unrealized capital gains and losses and
expenses not assigned to a class will be allocated to each class based
on the relative net asset value of each class.
IV. VOTING RIGHTS
A. Each class will have exclusive voting rights on any matter
submitted to its shareholders that relates solely to its clas
arrangement.
B. Each class will have separate voting rights on any matter
submitted to shareholders where the interests of one class
differ from the interests of any other class.
C. In all other respects, each class has the same rights
and obligations as each other class.
V. EXPENSE WAIVERS OR REIMBURSEMENTS
Any expense waivers or reimbursements will be in compliance with Rule
18f-3 issued under the 1940 Act.
December 17, 1999
CODE OF ETHICS
Evergreen Select Fixed Income Trust
Evergreen Select Equity Trust
Evergreen Select Money Market Trust
Evergreen Municipal Trust
Evergreen Equity Trust
Evergreen Fixed Income Trust
Evergreen International Trust
Evergreen Money Market Trust
Evergreen Variable Annuity Trust
Mentor Funds
Mentor Cash Resource Trust
Mentor Income Fund, Inc.
1. Definitions
(A) "Access Person" -- any trustee or officer of the Evergreen
Trusts.
(B) The "Act" -- the Investment Company Act of 1940.
(C) "Beneficial Ownership" -- A direct or indirect financial
interest in an investment giving a person the opportunity
directly or indirectly to participate in the risks and rewards
of the investment, regardless of the actual owner of record.
Securities of which a person may have Beneficial Ownership
include, but are not limited to:
(1) Securities owned by a spouse, by or for
minor children or by relatives of the person
or his/her spouse who live in his/her home,
including Securities in trusts of which such
persons are beneficiaries;
(2) A proportionate interest in Securities held
by a partnership of which the person is a
general partner;
(3) Securities for which a person has a right to
dividends that is separated or separable
from the underlying securities; and
(4) Securities that a person has a right to
acquire through the exercise or conversion
of another Security.
(D) "Compliance Officer" - James Angelos, Compliance Department,
Evergreen Investment Management Company, 200 Berkeley Street,
Boston, MA 02116 - (617)210-3690.
(E) "Disinterested Trustee" -- a trustee of any Evergreen Trust
who is not an "interested person" of the Evergreen Trust
within Section 2(a)(19) of the Act.
(F) "Fund" -- any portfolio established by any of the Evergreen
Trusts.
(G) "Purchase or sale of a security" -- includes the writing of an
option to purchase or sell a security.
(H) "Security" -- the same meaning as it has in Section 2(a)(36)
of the Act, but excluding securities issued by the United
States Government, bankers= acceptances, bank certificates of
deposit, commercial paper and shares of registered open-end
investment companies.
2. Prohibited Securities Transactions
(A) No Access Person shall, in connection with the purchase or
sale, directly or indirectly, by such person of a Security
held or to be acquired by any Fund:
(1) Employ any device, scheme or artifice to defraud the
Fund;
(2) Make to the Trust in connection with any Fund any
untrue statement of a material fact or omit to state
a material fact necessary in order to make the
statements made, in light of the circumstances under
which they are made, not misleading;
(3) Engage in any act, practice, or course of business
which operates or would operate as a fraud or deceit
upon any Fund; or
(4) Engage in any manipulative practice with respect to
any Fund.
(B) Inside Information
It is a violation of Federal Securities Laws to enter into
transactions when in possession of material non-public
information (i.e. inside information). Inside Information is
information regarding a Security or its issuer that has not
yet been effectively communicated to the public through an SEC
filing or widely distributed news release, and which a
reasonable investor would consider important in making an
investment decision or which is reasonably likely to impact
the trading price of the Security. Inside Information
includes, but is not limited to, information about (i)
dividend changes, (ii) earnings estimates and changes to
previously released estimates, (iii) other changes in
financial status, (iv) proposed mergers or acquisitions, (v)
purchases or sales of material amounts of assets, (vi)
significant new business, products or discoveries or losses of
business, (vii) litigation or investigations, (viii) liquidity
difficulties or (ix) management changes
From time to time, Trustees may learn about transactions in
which a Fund may engage and other information that may be
considered Inside Information.
(C) No Access Person shall purchase or sell, directly or
indirectly, any security in which he or she has or thereby
acquires any direct or indirect Beneficial Ownership and which
to his or her actual knowledge at the time of such purchase or
sale is being purchased or sold by any Fund or has been
recommended or is being purchased or sold by any Fund.
(D) Section 2(B) shall not apply to the following:
(1) Transactions for any account over which the Access
Person has no direct or indirect influence or
control.
(2) Involuntary transactions by the Access Person or any
Fund.
(3) Purchases under an automatic dividend reinvestment
plan.
(4) Purchases effected by the exercise of rights, issued
by an issuer pro-rata to all holders of a class of
its securities, to the extent such rights were
acquired from such issuer, and sale of such rights.
(5) Transactions approved in advance in writing by the
Chairman of the Board of any Trust (and in his
absence or unavailability by the President of the
Trust) which he or she finds to be:
(a) Only remotely potentially harmful to a Fund
because they would be very unlikely to
affect a highly institutional market, or
(b) Clearly not related economically to the
securities to be purchased, sold or held by
a Fund.
3. Reports
(A) Subject to subsection (B) below, each Access Person shall make
the reports required by section 270.17j-1(d) of the rules and
regulations issued under the Act.
(B) A Disinterested Trustee of any Fund need only report a
transaction in a Security if he or she knows at the time of
such transaction or, in the ordinary course of fulfilling his
or her official duties as trustee, should have known that
during the 15 day period immediately preceding or after the
date of the transaction, such Security was or would be
purchased or sold by any Fund or was or would be considered
for purchase or sale by any Fund or its investment adviser.
4. Enforcement
(A) Each violation of or issue arising under this Code shall be
reported to the Board of Trustees at or before the next
regular meeting of the Boards.
(B) The Board of Trustees may impose such sanctions or penalties
upon a violator of this Code as it deems appropriate
circumstances.
(C) The Compliance Officer shall review reports filed under the
Code to determine whether any violation may have occurred.
5. Recordkeeping
The Compliance Officer shall maintain the appropriate records and
reports of the Code, any violations and/or sanctions for at least 5
years.
<PAGE>
CODE OF ETHICS
CAPITAL MANAGEMENT GROUP OF FIRST UNION NATIONAL BANK
EVERGREEN INVESTMENT MANAGEMENT
FIRST CAPITAL GROUP
FIRST INVESTMENT ADVISORS
EVERGREEN ASSET MANAGEMENT CORP.
EVERGREEN INVESTMENT MANAGEMENT COMPANY
LIEBER & COMPANY MENTOR INVESTMENT ADVISORS MENTOR PERPETUAL ADVISORS MERIDIAN
INVESTMENT COMPANY TATTERSALL ADVISORY GROUP, INC.
Effective December 17, 1999
As an Employee of any of the CMG Covered Companies, you are required to read,
understand and abide by this Code of Ethics. The Code contains affirmative
requirements as well as prohibitions that you are required to adhere to in
connection with securities transactions effected on your behalf and on behalf of
clients (including the Evergreen Funds). Such requirements include, among other
things, (i.) notifying the Compliance Department upon establishing a personal
securities account with a broker/dealer, (ii.) in certain cases, obtaining
permission prior to engaging in a personal securities transaction, and (iii.)
reporting personal securities transactions to the Compliance Department. FAILURE
TO ADHERE TO THE CODE COULD RESULT IN SANCTIONS, INCLUDING DISMISSAL FROM
EMPLOYMENT, AND COULD ALSO IN CERTAIN CASES EXPOSE YOU TO CIVIL OR CRIMINAL
PENALTIES SUCH AS FINES AND/OR IMPRISONMENT.
No written code can explicitly cover every situation that possibly may arise.
Even in situations not expressly described, the Code and your fiduciary
obligations generally require you to put the interests of your clients ahead of
your own. If you have any questions regarding the appropriateness of any action
under this Code or under your fiduciary duties generally, you should contact
your Compliance Officer or Assistant General Counsel to discuss the matter
before taking the action in question. Similarly, you should consult with your
Compliance or Legal officer if you have any questions concerning the meaning or
interpretation of any provision of the Code.
Finally, as an Employee of First Union Corporation or one of its divisions or
subsidiaries, you should consult First Union's Code of Conduct contained in your
Employee Handbook. This Code uses many defined terms that are defined in Section
V.
I. PROHIBITED ACTIVITIES
A. No Employee shall engage in any Security transactions, activity or
relationship that creates or has the appearance of creating a conflict of
interest (financial or other) between the Employee and a Covered Company or a
Client Account. Each Employee shall always place the financial and business
interests of the Covered Companies and Client Accounts before his or her own
personal financial and business interests.
B. No Employee shall:
(1) employ any device, scheme or artifice to defraud a Client Account;
(2) engage in any act, practice, or course of business which operates or
would operate as a fraud or deceit upon a Client Account; or
(3) engage in any fraudulent, deceptive or manipulative practice with
respect to a Client Account.
C. No Employee shall purchase or sell, directly or indirectly, any Security for
any Personal Account, any Client Account, the account of a Covered Company, or
any other account, while in possession of Inside Information concerning that
Security or the issuer without the prior written approval of the Compliance
Officer and the Assistant General Counsel and (per First Union's Code of
Conduct) First Union's Conflict of Interest Committee, which approval shall
specifically determine that such trading would not constitute an improper use of
such Inside Information. Employees possessing Inside Information shall take
reasonable precautions to ensure that such information is not disseminated
beyond those Employees with a need to know such information. Any questions
should be directed to the Compliance Officer or Assistant General Counsel.
D. No Employee shall recommend or cause a Covered Company or Client Account to
take action or refrain from taking action for the Employee's own personal
benefit.
E. It is presumed that Employees in one geographic location will not have
knowledge of transactions effected in another geographic location, but use of
any such information would likewise be prohibited.
(1) No Employee shall purchase or sell any Security for any Personal
Account if he or she knows such Security (i.) is being purchased or
sold for any Covered Company or Client Account or (ii.) is being
actively considered for purchase or sale by any Covered Company or
Client account.
(2) A Covered Company shall not purchase or sell any Security for its own
account if the Employee making such purchase or sale knows such
Security (i.) is being purchased or sold for any Client Account or
(ii.) is being actively considered for purchase or sale by any Client
Account.
The prohibitions contained in E.(1) and E.(2) shall not apply to:
(a) purchases pursuant to a dividend reinvestment program or purchases
based upon preexisting status as a security holder, policy holder
or depositor;
(b) purchases of Securities through the exercise of rights issued to
the Employee as part of a pro rata issue to all holders of such
Securities, and the sale of such rights;
(c) transactions that are non-volitional, including any sale out of a
brokerage account resulting from a bona fide margin call as long
as collateral was not withdrawn from such account within 10 days
prior to the call; and
(d) transactions previously approved in writing by the Compliance
Officer that have been determined not to be harmful to any Client
Account because of the volume of trading in the Security.
F. No Employee shall purchase a Security for any Personal Account in an initial
public offering, except for initial public offerings where the individual has a
right to purchase the Security based on a preexisting status as a security
holder, policy holder or depositor.
G. No Employee shall maintain or open a brokerage account constituting a
Personal Account unless duplicate confirmations and statements of all account
activity are forwarded to the Compliance Officer.
H. No Employee shall use any Derivative to evade the restrictions of this Code
of Ethics.
I. No Investment Person shall be a director of a publicly traded company other
than First Union Corporation without prior written approval of the Compliance
Officer. Approval generally will not be granted.
J. No Access Person shall make investments for any Personal Account in any
investment club without prior written approval from the Compliance Officer.
K. No Access Person may purchase a Security for any Personal Account in a
private offering without prior written approval of the person's Chief Investment
Officer or the Compliance Officer. In considering whether to grant such
approval, the Compliance Officer or Chief Investment Officer will consider
several factors, including but not limited to:
(1) whether the investment opportunity should be reserved for a Client
Account; and
(2) whether the opportunity is being offered to the Access Person by virtue
of his or her position with respect to a Client Account or a Covered
Company.
If approval is granted, the Access Person must disclose the investment to the
appropriate Chief Investment Officer before participating in any way in any
decision as to whether a Client Account should invest in such Security or in
another Security issued by the same issuer. In such circumstances, the Chief
Investment Officer will conduct a review by investment personnel with no
interest in the issuer prior to a purchase on behalf of a Client Account. The
Compliance Officer shall retain a record of this approval and the rationale
supporting it.
L. No Access Person may offer investment advice or manage any person's portfolio
in which he or she does not have Beneficial Ownership other than a Client
Account without prior written approval from the Compliance Officer.
M. No Investment Person may profit from the purchase and sale or sale and
purchase of the same (or equivalent) Securities (other than securities issued by
First Union Corporation) in a Personal Account within 60 calendar days. Any
resulting profits will be disgorged as instructed by the Compliance Officer.
N. No Investment Person may buy or sell a Security for any Personal Account
within seven calendar days before or after a Client Account that he or she
manages, or provides information or advice to, or executes investment decisions
for, trades in that Security, except:
(1) purchases pursuant to a dividend reinvestment program or purchases
based upon preexisting status as a security holder, policy holder or
depositor;
(2) purchases of Securities through the exercise of rights issued to the
Employee as part of a pro rata issue to all holders of such Securities,
and the sale of such rights;
(3) transactions that are non-volitional, including any sale out of a
brokerage account resulting from a bona fide margin call as long as
collateral was not withdrawn from such account within ten days prior to
the call; and
(4) transactions previously approved in writing by the Compliance Officer
that have been determined not to be harmful to any Client Account
because of the volume of trading in the Security.
Any related profits from such transaction will be disgorged as instructed by
the Compliance Officer.
O. No Employee shall, directly or indirectly, in connection with any purchase or
sale of any Security by a Client Account or a Covered Company or in connection
with the business of a Client Account or a Covered Company, accept or receive
from a third party any gift or other thing of more than de minimis value, other
than (i.) business entertainment such as meals and sporting events involving no
more than ordinary amenities and (ii.) unsolicited advertising or promotional
materials that are generally available. An Employee also should consult First
Union Corporation's Code of Conduct relating to acceptance of gifts from
customers and suppliers. An Employee shall refer questions regarding the
permissibility of accepting items of more than de minimis value to the
Compliance Officer.
II. PRE-CLEARING PERSONAL TRADES
Pre-Clearance Procedures and Standards
A. No Access Person may engage in a Securities transaction (other than a
transaction described in Section B. below) involving a Personal Account unless
he/she has first pre-cleared the transaction by completing a Personal Investment
Pre-Clearance Form and had the form signed and/or initialed as set forth
therein. Approval shall be indicated by the Access Person's Chief Investment
Officer or other designated supervisor signing and dating the Form where
indicated at the bottom. Any such approval shall only be valid until the end of
the next trading day. The time allotment is limited to the actual time of
purchase or sale of the Security. If execution of the trade does not take place
by the end of the next trading day, then another pre-clearance request must be
processed and approved. "Good till cancelled" orders are forbidden and "no -
limit" orders must be cancelled or pre-cleared again by the end of the next
trading day after the approval if the trade is not executed.
B. The following transactions are excluded from the pre-clearance requirement:
(1) any transactions in Securities traded on a national securities exchange
or NASDAQ NMS with an aggregate amount of (i.) 500 shares or less or
(ii.) $25,000 or less (whichever is a lessor amount) of a particular
security within a seven-day window. The de minimis is not valid for an
Investment Person who has knowledge of recent purchases and sales of
the same security within Client accounts.
(2) purchases pursuant to a dividend reinvestment program (DRIP) or
purchases based upon preexisting status as a security holder, policy
holder or depositor;
(3) purchases of Securities through the exercise of rights issued to the
Employee as part of a pro rata issue to all holders of such Securities,
and the sale of such rights;
(4) transactions that are non-volitional, including any sale out of a
brokerage account resulting from a bona fide margin call as long as
collateral was not withdrawn from such account within ten days prior to
the call;
(5) transactions in Securities issued by First Union Corporation;
(6) transactions by an Investment Person in a Security that all Client
Accounts for which the person makes or executes investment decisions or
recommendations are prohibited under their investment guidelines from
purchasing; and
(7) transactions previously approved in writing by the Compliance Officer
that have been determined not to be harmful to any Client Account
because of the volume of trading in the Security.
C. Failure to receive pre-approval on applicable trades will result in the
following actions:
(1) First Failure: Letter of Reprimand;
(2) Second Failure: $100.00 fine, payable to a charity agreeable to the
Compliance Officer and the Access Person;
(3) Third Failure: $250.00 fine, payable to a charity agreeable to the
Compliance Officer and the Access Person;
(4) Fourth Failure: Referral to appropriate management for action.
D. All employees should consult the First Union Code of Conduct regarding the
permissibility of investing in other financial institutions.
III. REPORTING REQUIREMENTS
A. Each year every Employee must sign an acknowledgment stating that he/she has
received and reviewed and will comply with this Code of Ethics. New Employees
should read and sign the policy within 30 days of employment.
B. Each Employee shall give written instructions to every broker with whom he or
she transacts for any Personal Account to provide duplicate confirmation for all
purchases and sales of Securities to:
For First Union Capital Management Group, First Capital Group, and Evergreen
Investment Management (not EIMCO) Employees:
First Union National Bank
201 South College St./CP3
Charlotte, NC 28202-0137
ATTN: CMG Compliance
For Lieber & Company and Evergreen Asset Management Corp. Employees:
Evergreen Funds
2500 Westchester Avenue
Purchase, NY 10577
ATTN: Compliance Department
For Evergreen Investment Management Company, Inc. Employees:
Evergreen Funds
200 Berkeley Street
Boston, MA 02116
ATTN: Compliance Department
For Mentor Investment Advisor and Mentor Perpetual Advisors Employees:
Evergreen Funds
901 E. Byrd St.
Richmond, VA 23219
ATTN: Compliance Department
For Tattersall Advisory Group, Inc. Employees:
Tattersall Advisory Group, Inc.
6802 Paragon Place, Suite 200
Richmond, VA 23230
ATTN: Compliance Department
For Meridian Investment Company Employees:
Vicki Calhoun
First Union National Bank/Trust Compliance
PO Box 7558
Philadelphia, PA 19101-7558
C. Employees who are not Investment Persons or Access Persons must report all
transactions for their Personal Account annually for each year ending December
31 by the following January 31.
D. Each Access Person must report all Securities holdings in all Personal
Accounts upon commencement of employment (or within ten days of becoming an
Access Person) and thereafter annually, for each year ending December 31 by the
following January 31. A separate holdings list need not be provided if all
personal security holdings are otherwise listed on copies of brokerage
statements received by Compliance.
E. Each Access Person shall file with the Compliance Officer within ten calendar
days after the end of each calendar quarter (March 31, June 30, September 30,
December 31) a report listing each Security transaction (including those exempt
from the pre-clearance requirements) effected during the quarter for any
Personal Account; provided, however, a Security transaction need not be
separately reported under this paragraph if a copy of a broker confirmation for
the transaction was forwarded to the appropriate Compliance Officer as required
under Section 1.G.
F. Any Employee who becomes aware of any person trading on or communicating
Inside Information (or contemplating such actions) must report such event to the
Compliance Officer or the Assistant General Counsel.
G. Any Employee who becomes aware of any person violating this Code of Ethics
must report such event to the Compliance Officer or the Assistant General
Counsel.
IV. ENFORCEMENT
A. Review - The Compliance Officer shall review reports filed under the Code of
Ethics to determine whether any violation of this Code of Ethics may have
occurred.
B. Investigation - The Assistant General Counsel shall investigate any
substantive alleged violation of the Code of Ethics. An Employee allegedly
involved in a violation of the Code of Ethics may be required to deliver to the
Assistant General Counsel or his/her designee all tax returns involving any
Personal Account or any Securities for which the Employee has Beneficial
Ownership for all years requested. Failure to comply may result in termination.
C. Sanctions - In determining the sanctions to be imposed for a violation of
this Code of Ethics, the following factors, among others, may be considered:
(1) the degree of willfulness of the violation;
(2) the severity of the violation;
(3) the extent, if any, to which an Employee profited or benefited from the
violation;
(4) the adverse effect, if any, of the violation on a Covered Company or a
Client Account; and
(5) any history of prior violation of the Code.
The following sanctions, among others, may be considered:
(1) disgorgement of profits;
(2) fines;
(3) letter of reprimand;
(4) suspension or termination of employment; and
(5) such other actions as the Compliance Officer in concert with
appropriate legal counsel, or the Boards of Trustees of the Evergreen
Funds, shall determine.
D. All violations of the Code of Ethics involving Employees with
responsibilities relating to the Evergreen Funds or otherwise involving the
Evergreen Funds, and any sanctions imposed shall be reported to the Boards of
Trustees of the Evergreen Funds. All violations of the Code and any sanctions
also shall be reported to the Employee's supervisor, and any regulatory agency
requiring such reporting, and shall be filed in the Employee's personnel record.
E. Potential Legal Penalties for Misuse of Inside Information
(1) civil penalties up to three times the profit gained or loss avoided;
(2) disgorgement of profits;
(3) injunctions, including being banned from the securities industry;
(4) criminal penalties up to $1 million; and/or
(5) jail sentences.
V. DEFINITIONS
ACCESS PERSON: Access Person includes: (i.) any director of a Covered Company or
any officer of a Covered Company with the title of Vice President or above, but
excluding any such director or officer excluded in writing by the Covered
Company's Compliance Officer with the approval of the Assistant General Counsel;
(ii.) any Investment Person, but excluding any such person excluded in writing
by the appropriate person's Compliance Officer with the approval of the
Assistant General Counsel; and (iii.) any Employee of a Covered Company who, in
connection with his or her regular duties, makes, participates in, or obtains
information regarding the purchase or sale of a Security by a Client Account or
a Covered Company. Upon being notified of the hiring of a new Employee or of a
change in an Employee's job title or responsibilities, the appropriate
Compliance Officer will determine and notify the Employee as to whether he/she
is or has become an Access Person under the Code.
ASSISTANT GENERAL COUNSEL: Michael H. Koonce - 617/210-3663
BENEFICIAL OWNERSHIP: A direct or indirect financial interest in an investment
giving a person the opportunity directly or indirectly to participate in the
risks and rewards of the investment, regardless of the actual owner of record.
Securities of which a person may have Beneficial Ownership include, but are not
limited to:
(1) securities owned by a spouse, by or for minor children, or by relatives
of the person or his/her spouse who live in his/her home, including
Securities in trusts of which such persons are beneficiaries;
(2) a proportionate interest in Securities held by a partnership of which
the person is a general partner;
(3) securities for which a person has a right to dividends that are
separated or separable from the underlying securities; and
(4) securities that a person has a right to acquire through the exercise or
conversion of another Security.
CLIENT ACCOUNT: Any account of any person or entity (including an investment
company) for which a Covered Company provides investment advisory or investment
management services. Client Account does not include brokerage or other accounts
not involving investment advisory or management services.
COMPLIANCE OFFICER: The Compliance Officers for each Covered Company are set
forth below:
First Union Capital Management Group
Evergreen Investment Management, and
First Capital Group
------------------------------------
Clint Lackey 704/374-3476
Karen Knudtsen 704-374-2249
Joni McCabe 704/374-6404
Donna Mooney 704/383-8197
Vicki Calhoun 215/985-8742
Evergreen Asset Management Corp.
Lieber & Company
-------------------------------
Christina Carroll 914/641-2301
Jim Angelos 617/210-3690
Evergreen Investment Management Company, Inc.
--------------------------------------------
Cathy White 617/210-3606
Jim Angelos 617/210-3690
Meridian Investment Company
---------------------------
Vicki Calhoun 215/985-8742
Tattersall Advisory Group
-------------------------
Margaret Corwin 804/289-2663
Mentor Investment Advisors
Mentor Perpetual Advisors
--------------------------
Taylor Nelson 804/782-3209
COVERED COMPANY: Includes Evergreen Asset Management Company, Evergreen
Investment Management Company, Inc., Lieber & Company, Mentor Investment
Advisors, Mentor Perpetual Advisors, Meridian Investment Company, Tattersall
Advisory Group, Inc. and the investment groups included within the Capital
Management Group of First Union National Bank, which currently include Evergreen
Investment Management, First Capital Group, and First Investment Advisors.
Covered Company also includes any CMG advisors that are acquired during the time
this Code is in effect.
DERIVATIVE: Every financial arrangement whose value is linked to, or derived
from, fluctuations in the prices of stock, bonds, currencies or other assets.
Derivatives include but are not limited to futures, forward contracts, options
and swaps on interest rates, currencies, and stocks.
DIRECT OR INDIRECT INFLUENCE OR CONTROL: The power on the part of an Employee,
his/her spouse or a relative living in his/her home to directly or indirectly
influence the selection or disposition of investments.
EMPLOYEE: Any director, officer, or employee of a Covered Company, including
temporary or part-time employees and employees on short-term disability or leave
of absence. Independent contractors and their employees providing services to a
Covered Company, if designated by the Compliance Officer, shall be treated as
Employees under this Code.
EVERGREEN FUNDS: The open and closed-end investment companies advised or
administered by the Covered Companies.
INSIDE INFORMATION: Information regarding a Security or its issuer that has not
yet been effectively communicated to the public through an SEC filing or widely
distributed news release, and which a reasonable investor would consider
important in making an investment decision or which is reasonably likely to
impact the trading price of the Security. Inside Information includes, but is
not limited to, information about (i.) dividend changes, (ii.) earnings
estimates and changes to previously released estimates, (iii.) other changes in
financial status, (iv.) proposed mergers or acquisitions, (v.) purchases or
sales of material amounts of assets, (vi.) significant new business, products or
discoveries or losses of business, (vii.) litigation or investigations, (viii.)
liquidity difficulties or (ix.) management changes.
INVESTMENT PERSON: An Employee who is a portfolio manager, securities analyst,
or trader, or who otherwise makes recommendations regarding or effects the
purchase or sale of securities by a Client Account.
PERSONAL ACCOUNT: Any holding of Securities constituting Beneficial Ownership,
other than a holding of Securities previously approved by the Compliance Officer
over which the Employee has no Direct Influence or Control. A Personal Account
is not limited to securities accounts maintained at brokerage firms, but also
includes holdings of Securities owned directly by an Employee.
SECURITY: Any type of equity or debt instrument and any rights relating
thereto, such as derivatives, warrants and convertible securities.
Unless otherwise noted, Security does not include:
(1) US Government Securities (see definition below);
(2) commercial paper, certificates of deposit, repurchase agreements,
bankers' acceptances, or any other money market instruments;
(3) shares of registered open-end investment companies (i.e., mutual
funds);
(4) commodities (except the Security that does include options on
individual equity or debt securities);
(5) real estate investment trusts;
(6) guaranteed insurance contracts/ bank investment contracts; or
(7) index based securities;
(8) derivatives based on any instruments listed above.
Shares issued by all closed end funds (excluding index-based derivatives) are
included in the definition of Security.
U.S. Government Securities: All direct obligations of the U.S. Government and
its agencies and instrumentalities (for instance, obligations of GNMA, FHLCC, or
FHLBs).
