EVERGREEN SELECT MONEY MARKET TRUST, N-1A EL, 1997-10-06

EVERGREEN SELECT MONEY MARKET TRUST
N-1A EL, 1997-10-06

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [X]
Pre-Effective Amendment No. [ ]
Post-Effective Amendment No. __ [ ]

and/or

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

EVERGREEN SELECT MONEY MARKET 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)

Registrant declares that it hereby elects pursuant to Rule 24f-2
promulgated under the Investment Company Act of 1940 to register by this
Registration Statement an indefinite number or amount of its securities under
the Securities Act of 1933, as amended.

Approximate Date of Proposed Offering:
As soon as practicable after the effective date
of the Registration Statement.

The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant shall
file a further amendment that specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until this Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.

<PAGE>

EVERGREEN SELECT MONEY MARKET TRUST

CONTENTS OF
REGISTRATION STATEMENT ON
FORM N-1A

This Registration Statement on Form N-1A of the Registrant consists of the
following pages, items of information and documents, together with the exhibits
indicated in Part C as being filed herewith:

Facing Sheet

Contents Page

Cross-Reference Sheet

PART A

Prospectus of Evergreen Select 100% Treasury Money Market Fund

PART B

Statement of Additional Information

PART C

Exhibits

Number of Security Holders

Idemnification

Business and Other Connections of Investment Advisers

Principal Underwriter

Location of Accounts and Records

Signatures
<PAGE>

EVERGREEN SELECT MONEY MARKET TRUST

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

ITEM OF PART A OF FORM N-1A LOCATION IN PROSPECTUS

1. Cover Page Cover Page

2. Synopsis and Fee Table Expenses

3. Condensed Financial Information Not applicable

4. General Description of Registrant Cover Page; Fund Descriptions;
Fund Details

5. Management of the Fund Fund Details

6. Capital Stock and Other Securities Fund Descriptions

7. Purchase of Securities Being Offered Buying and Selling Shares

8. Redemption or Repurchase Buying and Selling Shares

9. Pending Legal Proceedings Not Applicable

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

10. Cover Page Cover Page

11. Table of Contents Table of Contents

12. General Information and History Not Applicable

13. Investment Objectives and Policies Investment Policies

14. Management of the Fund Management of the Trust

15. Control Persons and Principal Not applicable
Holders of Securities

16. Investment Advisory and Other Services Investment Advisory and Other
Services

17. Brokerage Allocation Brokerage Allocation and Other
Practices

18. Capital Stock and Other Securities Capital Stock and Other
Securities

19. Purchase, Redemption and Pricing of Purchase, Redemption and Pricing
of Securities Being Offered of Securities Being Offered

20. Tax Status Not applicable

21. Underwriters Principal Underwriter

22. Calculation of Performance Data Calcuation of Performance Data

23. Financial Statements Financial Statements

<PAGE>

EVERGREEN SELECT MONEY MARKET TRUST

PART A

PROSPECTUS (ES)

<PAGE>

Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these securities
in any state in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such state.

Subject to Completion
Preliminary Prospectus dated October 6, 1997

- - - --------------------------------------------------------------------------------
PROSPECTUS , 1997
- - - --------------------------------------------------------------------------------

[GRAPHIC OMITTED]

EVERGREEN SELECT MONEY MARKET TRUST

- - - ----------------------------------------------------------------------------

Evergreen Select 100% Treasury Money Market Fund

INSTITUTIONAL SHARES

This prospectus explains important information about the Institutional
Shares of the Evergreen Select Money Market Trust, including how the Fund
invests and services available to shareholders. Please read this prospectus
before investing, and keep it for future reference.

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

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

To learn more about the Evergreen Select Money Market Trust, ask for a
copy of the Fund's statement of additional information ("SAI") dated ,
1997. The Fund has filed the SAI with the Securities and Exchange Commission
and has incorporated it by reference (legally included it) into this
prospectus. If you would like a free copy of the SAI, call 1-800-633-2700.

Please remember that shares of the Fund are:

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

An investment in the Fund is neither insured nor guaranteed by the U.S.
government, and there can be no assurance that the Fund will be able to
maintain a stable net asset value of $1.00 per share.

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

<PAGE>

TABLE OF CONTENTS
----------------

<TABLE>
<CAPTION>
<S> <C>
EXPENSES 3
FUND DESCRIPTION 3
The Fund's Investment Objective 3
Securities and Investment Practices
Used By The Fund 3
BUYING AND SELLING SHARES 4
How To Buy Shares 4
How To Redeem Shares 5
Additional Transaction Policies 6
Exchanges 6
Dividends 6
Taxes 7
Shareholder Services 7
FUND DETAILS 7
Fund Organization and Service
Providers 7
Other Information and Policies 9
Fund Performance 9
</TABLE>

<PAGE>

- - - --------------------------------------------------------------------------------
EXPENSES
- - - --------------------------------------------------------------------------------

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

Annual operating expenses reflect the normal operating expenses of the
Fund, and include costs such as management, distribution and other fees. The
table below shows the Fund's estimated annual operating expenses for the fiscal
period ending February 28, 1998. The example shows what you would pay if you
invested $1,000 over the periods indicated. The examples assume that you
reinvest all of your dividends and that the Fund's average annual return will
be 5%. The example is for illustration purposes only and should not be
considered a representation of past or future expenses or annual return. The
Fund's actual expenses and returns will vary. For a more complete description
of the various costs and expenses borne by the Fund see "Fund Details."

<TABLE>
<CAPTION>
Total Operating
Expenses (After
Annual Fund Operating Expenses Management 12b-1 Other Expense Waivers or
(as a percentage of average daily net assets) Fees(1) Fees Expenses Reimbursements)(1)
<S> <C> <C> <C> <C>
Evergreen Select 100% Treasury Money Market Fund 0.15% None 0.05% 0.20%
Example of Fund Expenses 1 year 3 years
Evergreen Select 100% Treasury Money Market Fund $2 $6
</TABLE>

- - - --------

(1) The Fund's investment adviser has voluntarily agreed to waive 0.10% of the
Fund's investment advisory fee. Without such waiver the Management Fee set
forth above would be 0.10% higher. The investment adviser currently
intends to continue this expense waiver through November 30, 1998;
however, it may modify or cancel its expense waiver at any time. See "Fund
Details" for more information. In addition, the investment adviser has
limited the Other Expenses of Evergreen Select 100% Treasury Money Market
Fund to 0.05%. Without this limitation, Other Expenses of the Fund would
be 0.08% higher. Absent expense waivers and/or reimbursements, the Total
Operating Expenses for the Fund would be 0.38% of average daily net
assets.

- - - --------------------------------------------------------------------------------

FUND DESCRIPTION

- - - --------------------------------------------------------------------------------

THE FUND'S INVESTMENT OBJECTIVE

Evergreen Select 100% Treasury Money Market Fund seeks to maintain
stability of principal while earning current income. In addition, the Fund
seeks to maintain a stable net asset value of $1.00 per share. The Fund seeks
to achieve its investment objective by investing only in U.S. Treasury
Securities. There is no assurance that the Fund will achieve its investment
objective or maintain a stable net asset value of $1.00 per share.

U.S. Treasury Securities are high quality debt securities that are issued
by the U.S. Treasury, such as Treasury bills, notes and bonds. U.S. Treasury
Securities are guaranteed as to principal and interest and are supported by the
full faith and credit of the United States. While U.S. government securities
are guaranteed as to principal and interest, their market value is not
guaranteed. Generally, U.S. government securities are subject to the same
interest rate and credit risks as other fixed-income securities. However, since
U.S. government securities are of the highest credit quality, the credit risk
is minimal. The U.S. government does not guarantee the net asset value of the
Fund's shares.

The Fund will invest in securities that are determined to present minimal
credit risk and are, at the time of acquisition, eligible securities under Rule
2a-7 of the Investment Company Act of 1940, as amended ("Rule 2a-7"). The Fund
will also comply with the diversification requirements prescribed by Rule 2a-7.

SECURITIES AND INVESTMENT PRACTICES USED BY THE FUND

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

<PAGE>

Borrowing. The Fund may borrow from banks in an amount up to 33 1/3% of its
total assets, taken at market value. The Fund may only borrow as a temporary
measure for extraordinary or emergency purposes such as the redemption of Fund
shares. The Fund will not purchase securities while borrowings are outstanding
except to exercise prior commitments and to exercise subscription rights.

Securities Lending. To generate income and offset expenses, the Fund may lend
securities to broker-dealers and other financial institutions. Loans of
securities by the Fund may not exceed 30% of the value of the Fund's total
assets. While securities are on loan, the borrower will pay the Fund any income
accruing on the security. Also, the Fund may invest any collateral it receives
in additional securities.

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

Investing in Securities of Other Investment Companies. The Fund may invest in
securities of other investment companies. The Fund's investment adviser will
waive its investment advisory fee on assets invested in securities of other
open-end investment companies.

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

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

- - - --------------------------------------------------------------------------------
BUYING AND SELLING SHARES
- - - --------------------------------------------------------------------------------
HOW TO BUY SHARES

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

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

Opening an Account. You may open an account by mailing a signed account
application to the Fund c/o Evergreen Keystone Service Company, P.O. Box 2121,
Boston, Massachusetts 02106-2121. You may get an account application by calling
1-800-633-2700.

Except as provided below, you can only purchase shares by wiring federal
funds to Evergreen Keystone Service Company (the "Service Company"). You may
obtain wiring instructions by calling 1-800-633-2700. When you call, the
Service Company representative will ask you for the following information: name
of authorized person; shareholder name; shareholder account number; name of the
Fund and share class; amount being wired; and wiring bank name.

Offering Price and Other Purchase Information. When you buy the Fund's shares,
you pay its NAV next determined after the Fund receives and accepts your order.
The Fund computes its NAV twice daily, at 12 noon (Eastern time) and as of the
close of regular trading on the New York Stock Exchange ("NYSE") (currently
4:00 p.m. Eastern time). Therefore, depending on when the Fund accepts your
order, you will receive its NAV calculated at 12 noon or 4:00 p.m. For more
information, see "How the Fund Calculates its NAV."

<PAGE>

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

HOW TO REDEEM SHARES

You may redeem shares of the Fund by mail, telephone or other types of
telecommunication.

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

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

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

How To Redeem By Telephone. You may redeem your shares by calling
1-800-633-2700 between the hours of 9:00 a.m. and 5:00 p.m. (Eastern time) on
each business day. You may also redeem shares by sending a facsimile to (617)
210-2708 or by other means of wire communication. You must state the Fund and
class from which you want to redeem, the number or dollar amount of shares you
want to redeem and your account number. The telephone redemption service is not
available to you automatically. You must elect to do so on your account
application.

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

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

Redemption Value and Other Redemption Policies. When you sell shares, you
receive the NAV next computed after the Fund receives your request. Since the
Fund computes its NAV twice daily, depending on when the Fund receives your
request, you will receive its NAV calculated at 12 noon or 4:00 p.m. Generally,
the Fund pays redemption proceeds within seven days. The Fund may, at any time,
change, suspend or terminate any of the redemption methods described in this
prospectus, except redemptions by mail. For more information, see "How the Fund
Calculates its NAV."

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

Except as otherwise noted, neither the Fund, the Service Company nor the
Fund's distributor assumes responsibility for the authenticity of any
instructions received by any of them from a shareholder by telephone. The
Service Company will employ reasonable procedures to confirm that instructions
received over the telephone or otherwise are genuine. Neither the Fund, the
Service Company nor the Fund's distributor will be liable when following
instructions received by telephone or otherwise that the Service Company
reasonably believes to be genuine.

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

<PAGE>

ADDITIONAL TRANSACTION POLICIES

How the Fund Calculates its NAV. The Fund's NAV equals the value of its share
without sales charges. The Fund calculates its NAV by adding up the total value
of its investments and other assets, subtracting its liabilities and then
dividing the result by the number of shares outstanding. All expenses,
including fees paid to the Fund's investment adviser, are accrued daily. The
Fund computes its NAV twice daily, at 12 noon (Eastern time) and as of the
close of regular trading (generally 4:00 p.m. Eastern time) on each day that
the NYSE is open.

The securities in the Fund's portfolio are valued on an amortized cost
basis. Under this method of valuation, a security is initially valued at its
acquisition cost, and thereafter a constant straightline amortization of any
discount or premium is assumed each day regardless of the impact of fluctuating
interest rates on the market value of the security. The market value of the
obligations in the Fund's portfolio can be expected to vary inversely to
changes in prevailing interest rates. As a result, the market value of the
obligations in the Fund's portfolio may vary from the value determined using
the amortized cost method. Securities which are not rated are normally valued
on the basis of valuations provided by a pricing service when such prices are
believed to reflect the fair value of such securities. In addition, securities
for which quotations are not readily available, are valued by a method that the
Board of Trustees believes accurately reflects fair value.

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

EXCHANGES

You may exchange Institutional Shares of the Fund for Institutional Shares
of any other Evergreen Select Fund. You may exchange your shares through your
broker-dealer, by mail or by telephone. All exchange orders must comply with
the applicable requirements for purchases and redemptions and must include your
account number, the number or value of shares to be exchanged, the class of
shares, and the Funds to and from which you wish to exchange.

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

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

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

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

DIVIDENDS

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

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

Payment Options. Unless you select another option on your account application,
your dividends and capital gains will be reinvested in additional shares of the
same class of the same Fund. Shareholders will receive dividends on investments
made by federal funds bank wire the same day the wire is received provided that
wire purchases are received by State Street by 12 noon (Eastern time). Shares
purchased by qualified institutions via telephone will receive the dividend
declared on that day if the telephone order is placed by 12 noon (Eastern
time), and federal

<PAGE>

funds are received by 4:00 p.m. (Eastern time). All other wire purchases
received after 12 noon (Eastern time) will earn dividends beginning the
following business day. Dividends accruing on the day of redemption will be paid
to redeeming shareholders except where proceeds are wired the same day.

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

TAXES

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

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

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

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

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

SHAREHOLDER SERVICES

Details on all shareholder services may be obtained from the Service
Company by calling toll free 1-800-633-2700 or by writing to the Service
Company.

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

Fund Structure. The Fund is an investment pool, which invests shareholders'
money towards a specified goal. The Fund is a diversified series of an
open-end, investment management company, called "Evergreen Select Money Market
Trust" (the "Trust"). The Trust is a Delaware business trust organized on
September 17, 1997.

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

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

The Fund does not hold annual shareholder meetings; the Fund may, however,
hold special meetings for such purposes as electing or removing Trustees,
changing fundamental policies and approving investment advisory

<PAGE>

agreements or 12b-1 plans. In addition, the Fund is prepared to assist
shareholders in communicating with one another for the purpose of convening a
meeting to elect Trustees. If any matters are to be voted on by shareholders,
each share owned as of the record date for the meeting would be entitled to one
vote.

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

The Fund pays FCG an annual fee for its services equal to 0.25% of average
daily net assets. FCG has voluntarily agreed to reduce its advisory fee by
0.10%, resulting in a net advisory fee of 0.15%. FCG currently intends to
continue waiving 0.10% of the Fund's advisory fee through November 30, 1998.
However, FCG may modify or cancel its expense waiver at any time.

Portfolio Manager. J. Kellie Allen is the Fund's portfolio manager. Kellie
Allen has over 14 years of investment experience and is currently a Vice
President and Fixed Income Portfolio Manager at First Union. She is responsible
for the management of $6 billion in taxable money market and short duration
funds. Ms. Allen joined First Union as an equity trader in 1986.

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

Transfer Agent. Evergreen Keystone Service Company is the Fund's transfer
agent. Evergreen Keystone Service Company is a subsidiary of First Union and is
located at 200 Berkeley Street, Boston, MA 02116-5034. Evergreen Keystone
Service Company handles shareholder services, including record keeping and
account statements, distribution of dividends and capital gains and processing
of transactions.

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

<TABLE>
<CAPTION>
Aggregate Average Daily Net Assets Of Mutual Funds
For Which Any Subsidiary of First Union
Administrative Fee Serves As Investment Adviser
<S> <C>
0.060 % on the first $7 billion
0.0425% on the next $3 billion
0.035 % on the next $5 billion
0.025 % on the next $10 billion
0.019 % on the next $5 billion
0.014 % on assets in excess of $30 billion
</TABLE>

SubAdministrator. BISYS Fund Services serves as sub-administrator to the Fund.
For its services, BISYS Fund Services is entitled to receive a fee from EKIS
calculated on the aggregate average daily net assets of the Fund at a rate
based on the total assets of all mutual funds administered by EKIS for which
First Union subsidiaries also serve as investment adviser. The
sub-administrator fee is calculated in accordance with the following schedule:

<PAGE>

<TABLE>
<CAPTION>
Aggregate Average Daily Net Assets Of Mutual Funds Administered
By BISYS For Which Any Subsidiary Of First Union
Sub-Administrative Fee Serves As Investment Adviser
<S> <C>
0.0100% on the first $7 billion
0.0075% on the next $3 billion
0.0050% on the next $15 billion
0.0040% on assets in excess of $25 billion
</TABLE>

OTHER INFORMATION AND POLICIES

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

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

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

Other Classes of Shares. The Fund offers two classes of shares, Institutional
and Institutional Service. Only Institutional Shares are offered through this
prospectus. Call the Service Company for information on the other classes of
shares, including how to get a prospectus.

FUND PERFORMANCE

Total Return. Total return is the change in value of an investment in the Fund
over a given period, assuming that dividends and capital gains are reinvested
and that recurring charges are deducted. A cumulative total return reflects
actual performance over a stated period of time. An average annual total return
is a hypothetical rate of return that, if achieved annually, would have
produced the same cumulative total return if performance had been constant over
the entire period. Average annual total returns smooth out variations in
performance; they are not the same as actual year-by-year results.

Yield. Yield is the income generated by an investment in the Fund over a given
period of time, expressed as an annual percentage rate. Yields are calculated
according to a standard that is required for all stock and bond funds. Because
this differs from other accounting methods, the quoted yield may not equal the
income actually paid to shareholders.

General. The Fund may include comparative performance information in
advertising or in marketing the Fund's shares. Such information could include
data from Lipper Analytical Services, Inc., Morningstar, Inc., CDS Weisenberger
and Value Line, other industry publications or various indexes.

For more information on the Fund's performance, see the SAI.

<PAGE>

Investment Adviser
First Capital Group of First Union National Bank, 201 South College Street,
Charlotte, North Carolina 28288

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

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

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

Independent Auditors
Price Waterhouse LLP, 160 Federal Street, Boston, Massachusetts 02110

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

62208
541908

<PAGE>

Subject to Completion
Preliminary Prospectus dated October 6, 1997
- - - ----------------------------------------------------------------------------
PROSPECTUS , 1997
- - - ----------------------------------------------------------------------------
[GRAPHIC OMITTED]

EVERGREEN SELECT MONEY MARKET TRUST
- - - ----------------------------------------------------------------------------

Evergreen Select 100% Treasury Money Market Fund

INSTITUTIONAL SERVICE SHARES

This prospectus explains important information about the Institutional
Service Shares of the Evergreen Select Money Market Trust, including how the
Fund invests and services available to shareholders. Please read this
prospectus before investing, and keep it for future reference.

Please remember that shares of the Fund are:

An investment in the Fund is neither insured nor guaranteed by the U.S.
government, and there can be no assurance that the Fund will be able to
maintain a stable net asset value of $1.00 per share.

TABLE OF CONTENTS
----------------

<TABLE>
<S> <C>
EXPENSES 3
FUND DESCRIPTION 3
The Fund's Investment Objective 3
Securities and Investment Practices
Used By The Fund 3
BUYING AND SELLING SHARES 4
How To Buy Shares 4
How To Redeem Shares 5
Additional Transaction Policies 6
Exchanges 6
Dividends 6
Taxes 7
Shareholder Services 7

<S> <C>
FUND DETAILS 7
Fund Organization and Service
Providers 7
Other Information and Policies 9
Fund Performance 9
</TABLE>

- - - --------------------------------------------------------------------------------
EXPENSES
- - - --------------------------------------------------------------------------------
The table and example below are designed to help you understand the
various expenses that you will bear, directly or indirectly, when you invest in
the Fund. Shareholder transaction expenses are fees paid directly from your
account when you buy or sell shares of the Fund. THERE ARE NO SHAREHOLDER
TRANSACTION EXPENSES.

Annual operating expenses reflect the normal operating expenses of the
Fund, and include costs such as management, distribution and other fees. The
table below shows the Fund's estimated annual operating expenses for the fiscal
period ending February 28, 1998. The example shows what you would pay if you
invested $1,000 over the periods indicated. The examples assume that you
reinvest all of your dividends and that the Fund's average annual return will
be 5%. THE EXAMPLE IS FOR ILLUSTRATION PURPOSES ONLY AND SHOULD NOT BE
CONSIDERED A REPRESENTATION OF PAST OR FUTURE EXPENSES OR ANNUAL RETURN. THE
FUND'S ACTUAL EXPENSES AND RETURNS WILL VARY. For a more complete description
of the various costs and expenses borne by the Fund see "Fund Details."

<TABLE>
<CAPTION>
Total Operating
Expenses (After
Annual Fund Operating Expenses Management 12b-1 Other Expense Waivers or
(as a percentage of average daily net assets) Fees1 Fees Expenses Reimbursements)1
<S> <C> <C> <C>
Evergreen Select 100% Treasury Money Market Fund 0.15% 0.25% 0.05% 0.45%
Example of Fund Expenses 1 year 3 years
Evergreen Select 100% Treasury Money Market Fund $5 $14
</TABLE>

- - - --------
(1) The Fund's investment adviser has voluntarily agreed to waive 0.10% of the
Fund's investment advisory fee. Without such waiver the Management Fee set
forth above would be 0.10% higher. The investment adviser currently
intends to continue this expense waiver through November 30, 1998;
however, it may modify or cancel its expense waiver at any time. See "Fund
Details" for more information. In addition, the investment adviser has
limited the Other Expenses of Evergreen Select 100% Treasury Money Market
Fund to 0.05%. Without this limitation, Other Expenses of the Fund would
be 0.08% higher. Absent expense waivers and/or reimbursements, the Total
Operating Expenses for the Fund would be 0.63% of average daily net
assets.
- - - --------------------------------------------------------------------------------
FUND DESCRIPTION
- - - --------------------------------------------------------------------------------
THE FUND'S INVESTMENT OBJECTIVE

Evergreen Select 100% Treasury Money Market Fund seeks to maintain
stability of principal while earning current income. In addition, the Fund
seeks to maintain a stable net asset value of $1.00 per share. The Fund seeks
to achieve its investment objective by investing only in U.S. Treasury
Securities. THERE IS NO ASSURANCE THAT THE FUND WILL ACHIEVE ITS INVESTMENT
OBJECTIVE OR MAINTAIN A STABLE NET ASSET VALUE OF $1.00 PER SHARE.

U.S. Treasury Securities are high quality debt securities that are issued
by the U.S. Treasury, such as Treasury bills, notes and bonds. U.S. Treasury
Securities are guaranteed as to principal and interest and are supported by the
full faith and credit of the United States. While U.S. government securities
are guaranteed as to principal and interest, their market value is not
guaranteed. Generally, U.S. government securities are subject to the same
interest rate and credit risks as other fixed-income securities. However, since
U.S. government securities are of the highest credit quality, the credit risk
is minimal. THE U.S. GOVERNMENT DOES NOT GUARANTEE THE NET ASSET VALUE OF THE
FUND'S SHARES.

SECURITIES AND INVESTMENT PRACTICES USED BY THE FUND

You can find more information about the types of securities in which the
Fund may invest, the types of investment techniques the Fund may employ in
pursuit of its objective and a summary of related risks set forth below. THE
FUND'S SAI CONTAINS ADDITIONAL INFORMATION ABOUT THESE INVESTMENTS AND
INVESTMENT TECHNIQUES.

Other Investment Restrictions. The Fund has adopted additional investment
restrictions and guidelines that are set forth in the SAI.
- - - --------------------------------------------------------------------------------
BUYING AND SELLING SHARES
- - - --------------------------------------------------------------------------------
HOW TO BUY SHARES

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

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

Except as provided below, you can only purchase shares by wiring federal
funds to Evergreen Keystone Service Company (the "Service Company"). You may
obtain wiring instructions by calling 1-800-343-3453. When you call, the
Service Company representative will ask you for the following information: name
of authorized person; shareholder name; shareholder account number; name of the
Fund and share class; amount being wired; and wiring bank name.

HOW TO REDEEM SHARES

You may redeem shares of the Fund by mail, telephone or other types of
telecommunication.

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

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

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

How To Redeem By Telephone. You may redeem your shares by calling
1-800-343-3453 between the hours of 9:00 a.m. and 5:00 p.m. (Eastern time) on
each business day. You may also redeem shares by sending a facsimile to (617)
210-2711 or by other means of wire communication. You must state the Fund and
class from which you want to redeem, the number or dollar amount of shares you
want to redeem and your account number. The telephone redemption service is not
available to you automatically. You must elect to do so on your account
application.

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

ADDITIONAL TRANSACTION POLICIES

EXCHANGES

You may exchange Institutional Service Shares of the Fund for
Institutional Service Shares of any other Evergreen Select Fund. You may
exchange your shares through your broker-dealer, by mail or by telephone. All
exchange orders must comply with the applicable requirements for purchases and
redemptions and must include your account number, the number or value of shares
to be exchanged, the class of shares, and the Funds to and from which you wish
to exchange.

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

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

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

DIVIDENDS

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

TAXES

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

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

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

SHAREHOLDER SERVICES

Details on all shareholder services may be obtained from the Service
Company by calling toll free 1-800-343-3453 or by writing to the Service
Company.

<TABLE>
<S> <C>
Aggregate Average Daily Net Assets Of Mutual Funds
For Which Any Subsidiary of First Union
Administrative Fee Serves As Investment Adviser
0.060 % on the first $7 billion
0.0425% on the next $3 billion
0.035 % on the next $5 billion
0.025 % on the next $10 billion
0.019 % on the next $5 billion
0.014 % on assets in excess of $30 billion
</TABLE>

8
<TABLE>
<CAPTION>

Aggregate Average Daily Net Assets Of Mutual Funds Administered
By BISYS For Which Any Subsidiary Of First Union
Sub-Administrative Fee Serves As Investment Adviser
<S> <C>
0.0100% on the first $7 billion
0.0075% on the next $3 billion
0.0050% on the next $15 billion
0.0040% on assets in excess of $25 billion
</TABLE>

OTHER INFORMATION AND POLICIES

Distribution Plan. The Trust has adopted a distribution plan for the
Institutional Service Shares of each Fund as allowed under the Investment
Company Act of 1940. Each Fund's distribution plan permits the Fund to pay an
annual service fee of up to 0.25% of the average daily net assets of the class
for personal services rendered to shareholders and/or the maintenance of
accounts. Each Fund's distribution plan may be terminated at any time by vote
of the Independent Trustees or by vote of a majority of the outstanding
Institutional Service Shares. FOR MORE INFORMATION ABOUT THE FUND'S
DISTRIBUTION PLANS, SEE THE SAI.

Other Classes of Shares. The Fund offers two classes of shares, Institutional
and Institutional Service. Only Institutional Service Shares are offered
through this prospectus. Call the Service Company for information on the other
classes of shares, including how to get a prospectus.

FUND PERFORMANCE

FOR MORE INFORMATION ON THE FUND'S PERFORMANCE, SEE THE SAI.

Investment Adviser
First Capital Group of First Union National Bank, 201 South College Street,
Charlotte, North Carolina 28288

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

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

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

Independent Auditors
Price Waterhouse LLP, 160 Federal Street, Boston, Massachusetts 02110

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

62429
541908

<PAGE>

EVERGREEN SELECT MONEY MARKET TRUST

PART B

STATEMENT OF ADDITIONAL INFORMATION

<PAGE>

Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This statement of additional information shall not constitute an
offer to sell or the solicitation of an offer to buy nor shall there be any sale
of these securities in any state in which such offer, solicitation or sale would
be unlawful prior to registration or qualification under the securities laws of
any such state.

SUBJECT TO COMPLETION
PRELIMINARY STATEMENT OF ADDITIONAL INFORMATION DATED , 1997

EVERGREEN SELECT MONEY MARKET TRUST
200 BERKELEY STREET
BOSTON, MASSACHUSETTS 02116
(800) 633-2700

STATEMENT OF ADDITIONAL INFORMATION

, 1997

EVERGREEN SELECT 100% TREASURY MONEY MARKET FUND
(THE "FUND")

THE FUND IS A SERIES OF AN OPEN-END
MANAGEMENT INVESTMENT COMPANY,
KNOWN AS "EVERGREEN SELECT MONEY
MARKET TRUST" (THE "TRUST").

This statement of additional information ("SAI") provides additional
information about all classes of shares of the Fund listed above. It is not a
prospectus and you should read it in conjunction with the prospectuses of the
Funds dated ________, 1997, as supplemented from time to time. You may get a
copy of the prospectuses from the Fund's principal underwriter, Evergreen
Keystone Distributor, Inc.

22082

<PAGE>

TABLE OF CONTENTS

INVESTMENT POLICIES.........................................................3

Additional Information on Securities and Investment Practices......3

Investment Restrictions And Guidelines.............................4

MANAGEMENT OF THE TRUST.....................................................6

INVESTMENT ADVISORY AND OTHER SERVICES......................................8

Investment Adviser.................................................8

Distribution Plan..................................................9

Additional Service Providers......................................10

BROKERAGE ALLOCATION AND OTHER PRACTICES...................................10

Selection of Brokers..............................................10

Brokerage Commissions.............................................11

General Brokerage Policies........................................11

CAPITAL STOCK AND OTHER SECURITIES.........................................11

Form of Organization..............................................11

Description of Shares.............................................11

Voting Rights.....................................................12

Limitation of Trustees' Liability.................................12

PURCHASE, REDEMPTION AND PRICING OF SECURITIES

BEING OFFERED............................................................12

Exchanges.........................................................12

How the Fund Values Its Shares....................................12

Shareholder Services..............................................13

PRINCIPAL UNDERWRITER......................................................13

CALCULATION OF PERFORMANCE DATA............................................14

ADDITIONAL INFORMATION.....................................................14

22082

<PAGE>

FINANCIAL STATEMENTS.......................................................15

APPENDIX ..................................................................16

22082

<PAGE>

INVESTMENT POLICIES

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

ADDITIONAL INFORMATION ON SECURITIES AND INVESTMENT PRACTICES

LOANS OF SECURITIES

To generate income and offset expenses, the Fund may lend portfolio
securities to broker-dealers and other financial institutions. Loans of
securities by the Fund may not exceed 30% of the value of the Fund's total
assets. While securities are on loan, the borrower will pay the Fund any income
accruing on the security. The Fund may invest any collateral it receives in
additional portfolio securities.

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

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

WHEN-ISSUED, DELAYED-DELIVERY AND FORWARD COMMITMENT TRANSACTIONS

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

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

Purchasing obligations on a when-issued basis is a form of leveraging
and can involve a risk that the yields available in the market when the delivery
takes place may actually be higher than those obtained in the transaction
itself. In that case there could be an unrealized loss at the time of delivery.

The Fund uses when-issued, delayed-delivery and forward commitment
transactions to secure what it considers to be an advantageous price and yield
at the time of purchase. When the Fund engages in

<PAGE>

when-issued, delayed-delivery and forward commitment transactions, it relies on
the buyer or seller, as the case may be, to consummate the sale. If the buyer or
seller fails to complete the sale, then the Fund may miss the opportunity to
obtain the security at a favorable price or yield.

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

INVESTMENT RESTRICTIONS AND GUIDELINES

FUNDAMENTAL POLICIES

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

DIVERSIFICATION

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

CONCENTRATION

The Fund may not invest more than 25% of its total assets, taken at
market value, in the securities of issuers primarily engaged in a particular
industry (other than securities that are issued or guaranteed by the United
States government or its agencies or instrumentalities).

ISSUING SENIOR SECURITIES

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

BORROWING

The Fund may not borrow money, except to the extent permitted by
applicable law and the guidelines set forth in the Fund's prospectuses and
statement of additional information, as they may be amended from time to time.

UNDERWRITING SECURITIES ISSUED BY OTHER PERSONS

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

20936
5

<PAGE>

REAL ESTATE

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

COMMODITIES

The Fund may not purchase or sell physical commodities or contracts on
commodities, except that the Fund may engage in financial futures contacts and
related options and currency contracts and related options on such contracts and
may otherwise do so in accordance with applicable law and the Fund's
prospectuses and statement of additional information, and without registering as
a commodity pool operator under the Commodity Exchange Act.

LOANS TO OTHER PERSONS

The Fund may lend its portfolio securities to the extent permitted by
applicable law and the guidelines set forth in its current prospectuses and
statement of additional information. Otherwise, the Fund may not make loans to
other persons. The Fund does not consider the acquisition of instruments in
accordance with the Fund's prospectuses and statement of additional information
to be the making of a loan.

GUIDELINES

The following guidelines are non-fundamental operating policies and may
be changed by the Fund's Board of Trustees without a shareholder vote.

BORROWINGS

The Fund may borrow from banks in an amount up to 33 1/3% of its total
assets, taken at market value. The Fund may only borrow as a temporary measure
for extraordinary or emergency purposes such as the redemption of Fund shares.
The Fund will not purchase securities while borrowings are outstanding except to
exercise prior commitments and to exercise subscription rights.

ILLIQUID SECURITIES

The Fund will not invest more than 10% of its net assets in securities
that are illiquid. A security is illiquid when the Fund may not dispose of it in
the ordinary course of business within seven days at approximately the value at
which the Fund has the investment on its books.

INVESTMENT IN OTHER INVESTMENT COMPANIES

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

20936
6

<PAGE>

MANAGEMENT OF THE TRUST

Set forth below are the Trustees and officers of the Trust and their
principal occupations and some of their affiliations over the last five years.
Unless otherwise indicated, the address for each Trustee and officer is 200
Berkeley Street, Boston, Massachusetts, 02116. [Each Trustee is also a Trustee
of each of the other Trusts in the Evergreen Fund complex.] Not so for Evergreen
Variable Trust
<TABLE>
<CAPTION>
NAME POSITION WITH TRUST PRINCIPAL OCCUPATIONS FOR LAST FIVE YEARS
- - - ------------------------------- -------------------------- -------------------------------------------------------------
<S> <C> <C>
Laurence B. Ashkin Trustee Real estate developer and construction consultant;
and President of Centrum Equities and Centrum
Properties, Inc.

Charles A. Austin III Trustee Investment Counselor to Appleton Partners, Inc.;
and former Managing Director, Seaward
Management Corporation (investment advice).

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

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

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

Gerald M. McDonnell Trustee Sales Representative with Nucor-Yamoto, Inc.
(steel producer).

Thomas L. McVerry Trustee Former Vice President and Director of Rexham
Corporation; and former Director of Carolina
Cooperative Federal Credit Union.

*William Walt Pettit Trustee Partner in the law firm of Holcomb and Pettit, P.A.

20936
7

<PAGE>

NAME POSITION WITH TRUST PRINCIPAL OCCUPATIONS FOR LAST FIVE YEARS
- - - ------------------------------- -------------------------- -------------------------------------------------------------
David M. Richardson Trustee Vice Chair and former Executive Vice President,
DHR International, Inc. (executive recruitment);
former Senior Vice President, Boyden International
Inc. (executive recruitment); and Director,
Commerce and Industry Association of New
Jersey, 411 International, Inc., and J&M Cumming
Paper Co.
Russell A. Salton, III MD Trustee Medical Director, U.S. Health Care/Aetna Health
Services; former Managed Health Care Consultant;
and former President, Primary Physician Care.
Michael S. Scofield Trustee Attorney, Law Offices of Michael S. Scofield.

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

John J. Pileggi, President and Senior Managing Director, Furman Selz LLC since
230 Park Avenue, Suite Treasurer 1992; Managing Director from 1984 to 1992;
910, New York, NY Consultant to BISYS Fund Services since 1996.

George O. Martinez, Secretary Senior Vice President and Director of
3435 Stelzer Road, Administration and Regulatory Services, BISYS
Columbus, OH Fund Services; Vice President/Assistant General
Counsel, Alliance Capital Management from 1988.
</TABLE>

*This Trustee may be considered an interested trustee within the meaning of the
1940 Act.

The officers of the Trust are all officers and/or employees of The
BISYS Group, Inc. ("BISYS"), except for Mr. Pileggi, who is a consultant to
BISYS. For further information on BISYS, see "Sub- administrator" below.

<PAGE>

INVESTMENT ADVISORY AND OTHER SERVICES

INVESTMENT ADVISER

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

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

All charges and expenses, other than those specifically referred to as
being borne by the Adviser, including, but not limited to, (1) custodian charges
and expenses; (2) bookkeeping and independent auditors' charges and expenses;
(3) transfer agent charges and expenses; (4) fees and expenses of Independent
Trustees; (5) brokerage commissions, brokers' fees and expenses; (6) issue and
transfer taxes; (7) costs and expenses under the Distribution Plan; (8) taxes
and trust fees payable to governmental agencies; (9) the cost of share
certificates; (10) fees and expenses of the registration and qualification of
such Fund and its shares with the Securities and Exchange Commission or under
state or other securities laws; (11) expenses of preparing, printing and mailing
prospectuses, statements of additional information, notices, reports and proxy
materials to shareholders of such Fund; (12) expenses of shareholders' and
Trustees' meetings; (13) charges and expenses of legal counsel for such Fund and
for the Independent Trustees of the Trust on matters relating to such Fund; and
(14) charges and expenses of filing annual and other reports with the Securities
and Exchange Commission and other authorities; and all extraordinary charges and
expenses of such Fund.

The Fund pays the Adviser an annual fee for its services equal to 0.25%
of average daily net assets. The Adviser has voluntarily agreed to reduce its
advisory fee by 0.10%, resulting in a net advisory fee of 0.15%.

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

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

<PAGE>

DISTRIBUTION PLAN

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

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

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

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

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

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

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

ADDITIONAL SERVICE PROVIDERS

ADMINISTRATOR

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

SUB-ADMINISTRATOR

BISYS provides personnel and certain administrative services to the
Fund pursuant to a sub- administrator agreement. For its services under that
agreement, BISYS receives a fee based on the aggregate average daily net assets
of the Fund at a rate based on the total assets of all mutual funds for which
FUNB affiliates serve as investment adviser and BISYS serves as
sub-administrator [Conform to prospectus]. The sub-administrator fee is
calculated in accordance with the following schedule: 0.0100% on the first $7
billion; 0.0075% on the next $3 billion; 0.0050% on the next $15 billion; and
0.0040% on

<PAGE>

assets in excess of $25 billion. BISYS is an affiliate of Evergreen Keystone
Distributor, Inc., the distributor of the Fund

TRANSFER AGENT

Evergreen Keystone Service Company, 200 Berkeley Street, Boston,
Massachusetts 02116.

INDEPENDENT AUDITORS

Price Waterhouse LLP, 160 Federal Street, Boston, Massachusetts 02110

CUSTODIAN

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

BROKERAGE ALLOCATION AND OTHER PRACTICES

SELECTION OF BROKERS

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

BROKERAGE COMMISSIONS

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

GENERAL BROKERAGE POLICIES

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

<PAGE>

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

CAPITAL STOCK AND OTHER SECURITIES

FORM OF ORGANIZATION

The Trust was formed as a Delaware business trust on September 17, 1997
(the "Declaration of Trust"). A copy of the Declaration of Trust is on file as
an exhibit to the Trust's Registration Statement, of which this statement of
additional information is a part. This summary is qualified in its entirety by
reference to the Declaration of Trust.

DESCRIPTION OF SHARES

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

VOTING RIGHTS

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

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

LIMITATION OF TRUSTEES' LIABILITY

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

<PAGE>

PURCHASE, REDEMPTION AND PRICING OF SECURITIES BEING OFFERED

EXCHANGES

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

HOW THE FUND VALUES ITS SHARES

HOW AND WHEN THE FUND CALCULATES ITS NET ASSET VALUE PER SHARE ("NAV")

The Fund computes its net asset value twice daily, at 12 noon (Eastern
time) and as of the close of regular trading on the New York Stock Exchange
(currently 4:00 p.m. Eastern time). The Fund will not compute its net asset
value on days on which there have been no purchases or sales of its shares.
Also, the Fund will not compute its NAV on the day the following legal holidays
are observed: New Year's Day, Martin Luther King, Jr. Day, Presidents' Day, Good
Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and
Christmas Day.

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

HOW THE FUND VALUES THE SECURITIES IT OWNS

The securities in the Fund's portfolio are valued on an amortized cost
basis. Under this method of valuation, a security is initially valued at its
acquisition cost, and thereafter a constant straight-line amortization of any
discount or premium is assumed each day regardless of the impact of fluctuating
interest rates on the market value of the security. The market value of the
obligations in the Fund's portfolio can be expected to vary inversely to changes
in prevailing interest rates. As a result, the market value of the obligations
in the Fund's portfolio may vary from the value determined using the amortized
cost method. Securities which are not rated are normally valued on the basis of
valuations provided by a pricing service when such prices are believed to
reflect the fair value of such securities. In addition, securities for which
quotations are not readily available, are valued by a method that the Board of
Trustees believes accurately reflects fair value.

SHAREHOLDER SERVICES

As described in the prospectus, a shareholder may elect to receive his
or her dividends and capital gains distributions in cash instead of shares.
However, the Service Company will automatically convert a shareholder's
distribution option so that the shareholder reinvests all dividends and
distributions in additional shares when it learns that the postal or other
delivery service is unable to deliver checks or transaction confirmations to the
shareholder's address of record. The Fund will hold the returned distribution or
redemption proceeds in a non interest-bearing account in the shareholder's name
until the

<PAGE>

shareholder updates his or her address. Therefore, no interest will accrue on
amounts represented by uncashed distribution or redemption checks.

PRINCIPAL UNDERWRITER

Evergreen Keystone Distributor, Inc., 125 W. 55th Street, New York, New
York 10019 is the principal underwriter for the Trust and with respect to each
class of the Fund. The Trust has entered into a Principal Underwriting Agreement
("Underwriting Agreement") with the Distributor with respect to each class of
the Fund. The Distributor is a subsidiary of The BISYS Group, Inc.

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

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

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

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

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

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

CALCULATION OF PERFORMANCE DATA

Total return quotations for a class of shares of the Fund as they may
appear from time to time in advertisements are calculated by finding the average
annual compounded rates of return over one, five and ten year periods, or the
time periods for which such class of shares has been effective, whichever is

<PAGE>

relevant, on a hypothetical $1,000 investment that would equate the initial
amount invested in the class to the ending redeemable value. To the initial
investment all dividends and distributions are added, and all recurring fees
charged to all shareholder accounts are deducted. The ending redeemable value
assumes a complete redemption at the end of the relevant periods.

Current yield quotations as they may appear, from time to time, in
advertisements will consist of a quotation based on a 30-day period ended on the
date of the most recent balance sheet of the Fund, computed by dividing the net
investment income per share earned during the period by the maximum offering
price per share on the last day of the base period.

Any given yield or total return quotation should not be considered
representative of the Fund's yield or total return for any future period.

ADDITIONAL INFORMATION

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

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

The Funds' prospectuses and statement of additional information omit
certain information contained in its registration statement. The Fund has filed
this SAI with the Securities and Exchange Commission and you may get a copy of
the SAI by writing to the Securities and Exchange Commission's principal office
in Washington, D.C. To get a copy of the SAI from the Securities and Exchange
Commission, you will have to pay the fee prescribed by its rules and
regulations.

FINANCIAL STATEMENTS

The audited statement of assets and liabilities and the report thereon
of Price Waterhouse LLP for the Fund will be filed by amendment.

<PAGE>

EVERGREEN SELECT MONEY MARKET TRUST

PART C. OTHER INFORMATION

Item 24. Financial Statements and Exhibits.

To be filed by Amendment

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

<TABLE>
<CAPTION>
Exhibit
Number Description Location
- - - ------- ----------- -----------
<S> <C> <C>
1 Declaration of Trust
2 By-laws To be filed by amendment
3 Not applicable
4 Provisons of instruments defining the rights
of holders of the securities being registered
are contained in the Declaration of Trust
Articles II, V, VI, VIII, IX and By-laws
Articles II and VI included as part of
Exhibits 1 and 2 of this Registration
Statement
5(a) Form of Investment Advisory Agreement between To be filed by amendment
the Registrant and Evergreen Asset Management
Corp.
5(b) Form of Investment Advisory Agreement between To be filed by amendment
the Registrant and First Union National Bank
6 Form of Principal Underwriting Agreement between To be filed by amendment
the Registrant and Evergreen Keystone Distributor,
Inc.
7 Not applicable
8 Form of Custodian Agreement between the Registrant To be filed by amendment
and State Street Bank and Trust Company
9(a) Form of Administration Agreement between Evergreen To be filed by amendment
Keystone Investment Services, Inc. and the
Registrant
9(b) Form of Sub Administrator Agreement between BISYS To be filed by amendment
Fund Services and Evergreen Keystone Investment
Services, Inc.
9(c) Form of Transfer Agent Agreement between the To be filed by amendment
Registrant and Evergreen Keystone Service Company.
10 Opinion and Consent of Sullivan & Worcester To be filed by amendment
11 Consent of KPMG Peat Marwick LLP To be filed by amendment
12 Not applicable
13 Not applicable
15 Distribution Plan for the Institutional Service To be filed by amendment
Class Adopted Pursuant to Rule 12b-1
18 Multiple Class Plan To be filed by amendment
19 Powers of Attorney
</TABLE>

Item 25. Persons Controlled by or Under Common Control with Registrant.

None

Item 26. Number of Holders of Securities (as of September 19, 1997).

None

Item 27. Indemnification.

Provisions for the indemnification of the Registrant's Trustees and
officers are contained the Registrant's Declaration of Trust a copy of which is
filed herewith.

Provisions for the indemnification of Evergreen Keystone Distributor, Inc.,
the Registrant's principal underwriter, are contained in the Principal
Underwriting Agreement between Evergreen Keystone Distributor, Inc. and the
Registrant.

Item 28. Business or Other Connections of Investment Adviser.

The information required by this item with respect to Evergreen Asset
Management Corp. is incorporated by reference to the Form ADV (File No.
801-46522, of Evergreen Asset Management Corp.

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

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

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

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

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

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

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

Item 29. Principal Underwriters.

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

Director Michael C. Petrycki

Officers Robert A. Hering President
Michael C. Petrycki Vice President
Lawrence Wagner VP, Chief Financial Officer
Steven D. Blecher VP, Treasurer, Secretary
Elizabeth Q. Solazzo Assistant Secretary

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

Item 30. Location of Accounts and Records.

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

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

Evergreen Keystone Investment Services, Inc. and Evergreen Keystone
Service Company, both located at 200 Berkeley Street, Boston, Massachusetts
02110

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

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

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

Item 31. Management Services.

Not Applicable

Item 32. Undertakings.

The Registrant hereby undertakes to file with the Securities and Exchange
Commission a Post-Effective Amendment to this Registration Statement using
financial statements, which need not be audited, within four to six months from
the effective date of Registrant's Registration Statement.

The Registrant hereby undertakes to comply with the provision of Section
16(c) of the Investment Company Act of 1940 with respect to the removal of
Trustees and the calling of special shareholder meetings by shareholders.

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

<PAGE>
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940 the Registrant has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereto duly
authorized, in the City of New York, and State of New York, on the 30th day of
September, 1997.

EVERGREEN SELECT MONEY MARKET TRUST

By: /s/ John J. Pileggi
-----------------------------
Name: John J. Pileggi
Title: President

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated on the 30th day of September, 1997.
<TABLE>
<CAPTION>
<S> <C> <C>
/s/John J. Pileggi /s/ Laurence B. Ashkin /s/ Charles A. Austin III
- - - ------------------------- ----------------------------- --------------------------------
John J. Pileggi Laurence B. Ashkin* Charles A. Austin III*
President amd Treasurer (Principal Trustee Trustee
Financial and Accounting Officer)

/s/ K. Dun Gifford /s/ James S. Howell /s/Gerald M. McDonnell
- - - ---------------------------- ---------------------------- -------------------------------
K. Dun Gifford* James S. Howell* Gerald M. McDonell*
Trustee Trustee Trustee

/s/Thomas L. McVerry /s/ William Walt Pettit /s/ David M. Richardson
- - - ----------------------------- ------------------------------ ------------------------------
Thomas L. McVerry* William Walt Pettit* David M. Richardson*
Trustee Trustee Trustee

/s/ Russell A. Salton, III MD /s/ Michael S. Scofield /s/ Richard J. Shima
- - - ------------------------------- ------------------------------- ------------------------------
Russell A. Salton, III MD* Michael S. Scofield* Richard J. Shima*
Trustee Trustee Trustee

</TABLE>

*By: /s/ Martin J. Wolin
- - - -------------------------------
Martin J. Wolin
Attorney-in-Fact

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

<PAGE>

INDEX TO EXHIBITS

Exhibit Number Exhibit
- - - -------------- -------

1 Declaration of Trust

19 Powers of Attorney

<PAGE>
AGREEMENT AND DECLARATION OF TRUST

EVERGREEN SELECT MONEY MARKET TRUST

a Delaware Business Trust

Principal Place of Business:
200 Berkeley Street
Boston, Massachusetts 02116

Agent for Service of
Process in Delaware:

Corporation Trust Company
Corporation Trust Center
1209 Orange Street
Wilmington, Delaware 19801

<PAGE>

TABLE OF CONTENTS

AGREEMENT AND DECLARATION OF TRUST

ARTICLE I Name and Definitions............................................1

1. Name .......................................................1
2. Definitions.....................................................1
(a) By-Laws................................................1
(b) Certificate of Trust...................................1
(c) Class..................................................1
(d) Commission.............................................2
(e) Declaration of Trust...................................2
(f) Delaware Act...........................................2
(g) Interested Person......................................2
(h) Adviser(s).............................................2
(i) 1940 Act...............................................2
(j) Person.................................................2
(k) Principal Underwriter..................................2
(l) Series.................................................2
(m) Shareholder............................................2
(n) Shares.................................................2
(o) Trust..................................................2
(p) Trust Property.........................................2
(q) Trustees...............................................2

ARTICLE II Purpose of Trust................................................3

ARTICLE III Shares..........................................................3

1. Division of Beneficial Interest.................................3
2. Ownership of Shares.............................................4
3. Transfer of Shares..............................................4
4. Investments in the Trust........................................5
5. Status of Shares and Limitation of Personal Liability...........5
6. Establishment, Designation, Abolition or
Termination, etc. of Series or Class............................5
(a) Assets Held with Respect to a Particular Series........5
(b) Liabilities Held with Respect to a Particular Series...6
(c) Dividends, Distributions, Redemptions,
and Repurchases........................................7
(d) Equality...............................................7
(e) Fractions..............................................7
(f) Exchange Privilege.....................................7

-i-

<PAGE>

(g) Combination of Series..................................7

ARTICLE IV Trustees........................................................8

1. Number, Election, and Tenure....................................8
2. Effect of Death, Resignation, etc. of a Trustee.................8
3. Powers..........................................................9
4. Payment of Expenses by the Trust...............................12
5. Payment of Expenses by Shareholders............................13
6. Ownership of Assets of the Trust...............................13
7. Service Contracts..............................................13
8. Trustees and Officers as Shareholders..........................14
9. Compensation...................................................15

ARTICLE V Shareholders' Voting Powers and Meetings.......................15

1. Voting Powers, Meetings, Notice and Record Dates...............15
2. Quorum and Required Vote.......................................15
3. Record Dates...................................................16
4. Additional Provisions..........................................16

ARTICLE VI Net Asset Value, Distributions and Redemptions.................16

1. Determination of Net Asset Value, Net Income
and Distributions..............................................16
2. Redemptions and Repurchases....................................16

ARTICLE VII Limitation of Liability; Indemnification.......................17
1. Trustees, Shareholders, etc. Not Personally
Liable; Notice.................................................17
2. Trustees' Good Faith Action; Expert Advice;
No Bond or Surety..............................................18
3. Indemnification of Shareholders................................19
4. Indemnification of Trustees, Officers, etc.....................19
5. Compromise Payment.............................................20
6. Indemnification Not Exclusive, etc.............................20
7. Liability of Third Persons Dealing with Trustees...............20
8. Insurance......................................................21

ARTICLE VIII Miscellaneous

1. Termination of the Trust or Any Series or Class................21
2. Reorganization.................................................21
3. Amendments.....................................................22
4. Filing of Copies; References; Headings.........................23

-ii-

<PAGE>

5. Applicable Law.................................................23
6. Provisions in Conflict with Law or Regulations.................24
7. Business Trust Only............................................24

-iii-

<PAGE>

AGREEMENT AND DECLARATION OF TRUST

EVERGREEN SELECT MONEY MARKET TRUST

THIS AGREEMENT AND DECLARATION OF TRUST is made and entered into as of
the date set forth below by the Trustees named hereunder for the purpose of
forming a Delaware business trust in accordance with the provisions hereinafter
set forth.

NOW, THEREFORE, the Trustees hereby direct that the Certificate of
Trust be filed with the Office of the Secretary of State of the State of
Delaware and do hereby declare that the Trustees will hold IN TRUST all cash,
securities, and other assets which the Trust now possesses or may hereafter
acquire from time to time in any manner and manage and dispose of the same upon
the following terms and conditions for the benefit of the holders of Shares of
this Trust.

ARTICLE I

Name and Definitions

Section 1. Name. This Trust shall be known as Evergreen Money Market
Trust and the Trustees shall conduct the business of the Trust under that name
or any other name as they may from time to time determine.

Section 2. Definitions. Whenever used herein, unless otherwise required
by the context or specifically provided:

(a) "Adviser(s)" means a party or parties furnishing services to the
Trust pursuant to any investment advisory or investment management contract
described in Article IV, Section 6(a) hereof;

(b) "By-Laws" shall mean the By-Laws of the Trust as amended from time
to time, which By-Laws are expressly herein incorporated by reference as part of
the "governing instrument" within the meaning of the Delaware Act;

(c) "Certificate of Trust" means the certificate of trust, as amended
or restated from time to time, filed by the Trustees in the Office of the
Secretary of State of the State of Delaware in accordance with the Delaware Act;

(d) "Class" means a class of Shares of a Series of the Trust
established in accordance with the provisions of Article III hereof;

<PAGE>

(e) "Commission" shall have the meaning given such term in the 1940
Act;

(f) "Declaration of Trust" means this Agreement and Declaration of
Trust, as amended or restated from time to time;

(g) "Delaware Act" means the Delaware Business Trust Act, 12 Del. C.
ss.ss. 3801 et seq., as amended from time to time;

(h) "Interested Person" shall have the meaning given it in Section
2(a)(19) of the 1940 Act;

(i) "1940 Act" means the Investment Company Act of 1940 and the rules
and regulations thereunder, all as amended from time to time;

(j) "Person" means and includes individuals, corporations,
partnerships, trusts, associations, joint ventures, estates, and other entities,
whether or not legal entities, and governments and agencies and political
subdivisions thereof, whether domestic or foreign;

(k) "Principal Underwriter" shall have the meaning given such term in
the 1940 Act;

(l) "Series" means each Series of Shares established and designated
under or in accordance with the provisions of Article III hereof; and where the
context requires or where appropriate, shall be deemed to include "Class" or
"Classes";

(m) "Shareholder" means a record owner of outstanding Shares;

(n) "Shares" means the shares of beneficial interest into which the
beneficial interest in the Trust shall be divided from time to time and includes
fractions of Shares as well as whole Shares;

(o) "Trust" means the Delaware Business Trust established under the
Delaware Act by this Declaration of Trust and the filing of the Certificate of
Trust in the Office of the Secretary of State of the State of Delaware;

(p) "Trust Property" means any and all property, real or personal,
tangible or intangible, which is from time to time owned or held by or for the
account of the Trust; and

(q) "Trustees" means the Person or Persons who have signed this
Declaration of Trust and all other Persons who may from time to time be duly
elected or appointed to serve as Trustees in accordance with the provisions
hereof, in each case so long as such Person shall continue in office in
accordance with the terms of this Declaration of

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Trust, and reference herein to a Trustee or the Trustees shall refer to such
Person or Persons in his or her or their capacity as Trustees hereunder.

ARTICLE II

Purpose of Trust

The purpose of the Trust is to conduct, operate and carry on the
business of an investment company registered under the 1940 Act through one or
more Series and to carry on such other business as the Trustees may from time to
time determine. The Trustees shall not be limited by any law limiting the
investments which may be made by fiduciaries.

ARTICLE III

Section 1. Division of Beneficial Interest. The beneficial interest in
the Trust shall be divided into one or more Series. The Trustees may divide each
Series into Classes. Subject to the further provisions of this Article III and
any applicable requirements of the 1940 Act, the Trustees shall have full power
and authority, in their sole discretion, and without obtaining any authorization
or vote of the Shareholders of any Series or Class thereof, (i) to divide the
beneficial interest in each Series or Class thereof into Shares, with or without
par value as the Trustees shall determine, (ii) to issue Shares without
limitation as to number (including fractional Shares) to such Persons and for
such amount and type of consideration, including cash or securities, subject to
any restriction set forth in the By-Laws, at such time or times and on such
terms as the Trustees may deem appropriate, (iii) to establish and designate and
to change in any manner any Series or Class thereof and to fix such preferences,
voting powers, rights, duties and privileges and business purpose of each Series
or Class thereof as the Trustees may from time to time determine, which
preferences, voting powers, rights, duties and privileges may be senior or
subordinate to (or in the case of business purpose, different from) any existing
Series or Class thereof and may be limited to specified property or obligations
of the Trust or profits and losses associated with specified property or
obligations of the Trust, (iv) to divide or combine the Shares of any Series or
Class thereof into a greater or lesser number without thereby materially
changing the proportionate beneficial interest of the Shares of such Series or
Class thereof in the assets held with respect to that Series, (v) to classify or
reclassify any issued Shares of any Series or Class thereof into shares of one
or more Series or Classes thereof; (vi) to change the name of any Series or
Class thereof; (vii) to abolish or terminate any one or more Series or Classes
thereof; (viii) to refuse to issue Shares to any Person or class of Persons; and
(ix) to take such other action with respect to the Shares as the Trustees may
deem desirable.

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Subject to the distinctions permitted among Classes of the same Series
as established by the Trustees, consistent with the requirements of the 1940
Act, each Share of a Series of the Trust shall represent an equal beneficial
interest in the net assets of such Series, and each holder of Shares of a Series
shall be entitled to receive such Shareholder's pro rata share of distributions
of income and capital gains, if any, made with respect to such Series and upon
redemption of the Shares of any Series, such Shareholder shall be paid solely
out of the funds and property of such Series of the Trust.

All references to Shares in this Declaration of Trust shall be deemed
to be Shares of any or all Series or Classes thereof, as the context may
require. All provisions herein relating to the Trust shall apply equally to each
Series of the Trust and each Class thereof, except as the context otherwise
requires.

All Shares issued hereunder, including, without limitation, Shares
issued in connection with a dividend or other distribution in Shares or a split
or reverse split of Shares, shall be fully paid and nonassessable. Except as
otherwise provided by the Trustees, Shareholders shall have no preemptive or
other right to subscribe to any additional Shares or other securities issued by
the Trust.

Section 2. Ownership of Shares. The ownership of Shares shall be
recorded on the books of the Trust or those of a transfer or similar agent for
the Trust, which books shall be maintained separately for the Shares of each
Series or Class of the Trust. No certificates certifying the ownership of Shares
shall be issued except as the Trustees may otherwise determine from time to
time. The Trustees may make such rules as they consider appropriate for the
issuance of Share certificates, the transfer of Shares of each Series or Class
of the Trust and similar matters. The record books of the Trust as kept by the
Trust or any transfer or similar agent, as the case may be, shall be conclusive
as to the identity of the Shareholders of each Series or Class of the Trust and
as to the number of Shares of each Series or Class of the Trust held from time
to time by each Shareholder.

Section 3. Transfer of Shares. Except as otherwise provided by the
Trustees, Shares shall be transferable on the books of the Trust only by the
record holder thereof or by his or her duly authorized agent upon delivery to
the Trustees or the Trust's transfer agent of a duly executed instrument of
transfer, together with a Share certificate if one is outstanding, and such
evidence of the genuineness of each such execution and authorization and of such
other matters as may be required by the Trustees. Upon such delivery, and
subject to any further requirements specified by the Trustees or contained in
the By-Laws, the transfer shall be recorded on the books of the Trust. Until a
transfer is so recorded, the holder of record of Shares shall be deemed to be
the holder of such Shares for all purposes hereunder and neither the Trustees
nor the Trust, nor any transfer agent or registrar or any officer, employee, or
agent of the Trust, shall be affected by any notice of a proposed transfer.

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Section 4. Investments in the Trust. Investments may be accepted by the
Trust from Persons, at such times, on such terms, and for such consideration as
the Trustees from time to time may authorize.

Section 5. Status of Shares and Limitation of Personal Liability.
Shares shall be deemed to be personal property giving only the rights provided
in this instrument. Every Shareholder by virtue of having become a Shareholder
shall be held to have expressly assented and agreed to the terms hereof. The
death, incapacity, dissolution, termination, or bankruptcy of a Shareholder
during the existence of the Trust shall not operate to terminate the Trust, nor
entitle the representative of any such Shareholder to an accounting or to take
any action in court or elsewhere against the Trust or the Trustees, but shall
entitle such representative only to the rights of such Shareholder under this
Trust. Ownership of Shares shall not entitle the Shareholder to any title in or
to the whole or any part of the Trust Property or any right to call for a
participation or division of the same or for an accounting, nor shall the
ownership of Shares constitute the Shareholders as partners. No Shareholder
shall be personally liable for the debts, liabilities, obligations and expenses
incurred by, contracted for, or otherwise existing with respect to, the Trust or
any Series. Neither the Trust nor the Trustees, nor any officer, employee, or
agent of the Trust shall have any power to bind personally any Shareholder, nor,
except as specifically provided herein, to call upon any Shareholder for the
payment of any sum of money or assessment whatsoever other than such as the
Shareholder may at any time personally agree to pay.

Section 6. Establishment, Designation, Abolition or Termination etc. of
Series or Class. The establishment and designation of any Series or Class of
Shares of the Trust shall be effective upon the adoption by a majority of the
Trustees then in office of a resolution that sets forth such establishment and
designation and the relative rights and preferences of such Series or Class of
the Trust, whether directly in such resolution or by reference to another
document including, without limitation, any registration statement of the Trust,
or as otherwise provided in such resolution. The abolition or termination of any
Series or Class of Shares of the Trust shall be effective upon the adoption by a
majority of the Trustees then in office of a resolution that abolishes or
terminates such Series or Class.

Shares of each Series or Class of the Trust established pursuant to
this Article III, unless otherwise provided in the resolution establishing such
Series or Class, shall have the following relative rights and preferences:

(a) Assets Held with Respect to a Particular Series. All consideration
received by the Trust for the issue or sale of Shares of a particular Series,
together with all assets in which such consideration is invested or reinvested,
all income, earnings, profits, and proceeds thereof from whatever source derived
(including, without limitation, any proceeds derived from the sale, exchange or
liquidation of such assets and any funds or payments derived from any
reinvestment of such proceeds in whatever form the same may be) shall
irrevocably be held separate with respect to that Series for all

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purposes, and shall be so recorded upon the books of account of the Trust. Such
consideration, assets, income, earnings, profits and proceeds thereof, from
whatever source derived, (including, without limitation) any proceeds derived
from the sale, exchange or liquidation of such assets, and any funds or payments
derived from any reinvestment of such proceeds), in whatever form the same may
be, are herein referred to as "assets held with respect to" that Series. In the
event that there are any assets, income, earnings, profits and proceeds thereof,
funds or payments which are not readily identifiable as assets held with respect
to any particular Series (collectively "General Assets"), the Trustees shall
allocate such General Assets to, between or among any one or more of the Series
in such manner and on such basis as the Trustees, in their sole discretion, deem
fair and equitable, and any General Assets so allocated to a particular Series
shall be held with respect to that Series. Each such allocation by the Trustees
shall be conclusive and binding upon the Shareholders of all Series for all
purposes. Separate and distinct records shall be maintained for each Series and
the assets held with respect to each Series shall be held and accounted for
separately from the assets held with respect to all other Series and the General
Assets of the Trust not allocated to such Series.

(b) Liabilities Held with Respect to a Particular Series. The assets of
the Trust held with respect to each particular Series shall be charged against
the liabilities of the Trust held with respect to that Series and all expenses,
costs, charges, and reserves attributable to that Series, except that
liabilities and expenses allocated solely to a particular Class shall be borne
by that Class. Any general liabilities of the Trust which are not readily
identifiable as being held with respect to any particular Series or Class shall
be allocated and charged by the Trustees to and among any one or more of the
Series or Classes in such manner and on such basis as the Trustees in their sole
discretion deem fair and equitable. All liabilities, expenses, costs, charges,
and reserves so charged to a Series or Class are herein referred to as
"liabilities held with respect to" that Series or Class. Each allocation of
liabilities, expenses, costs, charges, and reserves by the Trustees shall be
conclusive and binding upon the Shareholders of all Series or Classes for all
purposes. Without limiting the foregoing, but subject to the right of the
Trustees to allocate general liabilities, expenses, costs, charges or reserves
as herein provided, the debts, liabilities, obligations and expenses incurred,
contracted for or otherwise existing with respect to a particular Series shall
be enforceable against the assets held with respect to such Series only and not
against the assets of the Trust generally or against the assets held with
respect to any other Series. Notice of this contractual limitation on
liabilities among Series may, in the Trustees' discretion, be set forth in the
Certificate of Trust and upon the giving of such notice in the Certificate of
Trust, the statutory provisions of Section 3804 of the Delaware Act relating to
limitations on liabilities among Series (and the statutory effect under Section
3804 of setting forth such notice in the certificate of trust) shall become
applicable to the Trust and each Series. Any person extending credit to,
contracting with or having any claim against any Series may look only to the
assets of that Series to satisfy or enforce any debt, with respect to that
Series. No Shareholder or former Shareholder of any Series shall have a claim on
or any right to any assets allocated or belonging to any other Series.

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(c) Dividends, Distributions. Redemptions, and Repurchases.
Notwithstanding any other provisions of this Declaration of Trust, including,
without limitation, Article Vl, no dividend or distribution, including, without
limitation, any distribution paid upon termination of the Trust or of any Series
or Class with respect to, nor any redemption or repurchase of, the Shares of any
Series or Class, shall be effected by the Trust other than from the assets held
with respect to such Series, nor shall any Shareholder or any particular Series
or Class otherwise have any right or claim against the assets held with respect
to any other Series except to the extent that such Shareholder has such a right
or claim hereunder as a Shareholder of such other Series. The Trustees shall
have full discretion, to the extent not inconsistent with the 1940 Act, to
determine which items shall be treated as income and which items as capital, and
each such determination and allocation shall be conclusive and binding upon the
Shareholders.

(d) Equality. All the Shares of each particular Series shall represent
an equal proportionate interest in the assets held with respect to that Series
(subject to the liabilities held with respect to that Series or Class thereof
and such rights and preferences as may have been established and designated with
respect to any Class within such Series), and each Share of any particular
Series shall be equal to each other Share of that Series. With respect to any
Class of a Series, each such Class shall represent interests in the assets held
with respect to that Series and shall have identical voting, dividend,
liquidation and other rights and the same terms and conditions, except that
expenses allocated to a Class may be borne solely by such Class as determined by
the Trustees and a Class may have exclusive voting rights with respect to
matters affecting only that Class.

(e) Fractions. Any fractional Share of a Series or Class thereof shall
carry proportionately all the rights and obligations of a whole Share of that
Series or Class, including rights with respect to voting, receipt of dividends
and distributions, redemption of Shares and termination of the Trust.

(f) Exchange Privilege. The Trustees shall have the authority to
provide that the holders of Shares of any Series or Class shall have the right
to exchange said Shares for Shares of one or more other Series of Shares or
Class of Shares of the Trust or of other investment companies registered under
the 1940 Act in accordance with such requirements and procedures as may be
established by the Trustees.

(g) Combination of Series. The Trustees shall have the authority,
without the approval of the Shareholders of any Series or Class unless otherwise
required by applicable law, to combine the assets and liabilities held with
respect to any two or more Series or Classes into assets and liabilities held
with respect to a single Series or Class.

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ARTICLE IV

Trustees

Section 1. Number, Election and Tenure. The number of Trustees shall
initially be 12, who shall be Laurence B. Ashkin, Charles A. Austin, III, K. Dun
Gifford, James S. Howell, Leroy Keith, Jr., Gerald M. McDonnell, Thomas L.
McVerry, David M. Richardson, Russell A. Salton, III, Michael S. Scofield,
Richard J. Shima, and William W. Pettit. Thereafter, the number of Trustees
shall at all times be at least one and no more than such number as determined,
from time to time, by the Trustees pursuant to Section 3 of this Article IV.
Each Trustee shall serve during the lifetime of the Trust until he or she dies,
resigns, has reached any mandatory retirement age as set by the Trustees, is
declared bankrupt or incompetent by a court of appropriate jurisdiction, or is
removed, or, if sooner, until the next meeting of Shareholders called for the
purpose of electing Trustees and until the election and qualification of his or
her successor. In the event that less than a majority of the Trustees holding
office have been elected by the Shareholders, the Trustees then in office shall
take such actions as may be necessary under applicable law for the election of
Trustees. Any Trustee may resign at any time by written instrument signed by him
or her and delivered to any officer of the Trust or to a meeting of the
Trustees. Such resignation shall be effective upon receipt unless specified to
be effective at some other time. Except to the extent expressly provided in a
written agreement with the Trust, no Trustee resigning and no Trustee removed
shall have any right to any compensation for any period following his or her
resignation or removal, or any right to damages on account of such removal. The
Shareholders may elect Trustees at any meeting of Shareholders called by the
Trustees for that purpose. Any Trustee may be removed at any meeting of
Shareholders by a vote of two-thirds of the outstanding Shares of the Trust.

Section 2. Effect of Death. Resignation. etc. of a Trustee. The death,
declination to serve, resignation, retirement, removal or incapacity of one or
more Trustees, or all of them, shall not operate to annul the Trust or to revoke
any existing agency created pursuant to the terms of this Declaration of Trust.
Whenever there shall be fewer than the designated number of Trustees, until
additional Trustees are elected or appointed as provided herein to bring the
total number of Trustees equal to the designated number, the Trustees in office,
regardless of their number, shall have all the powers granted to the Trustees
and shall discharge all the duties imposed upon the Trustees by this Declaration
of Trust. As conclusive evidence of such vacancy, a written instrument
certifying the existence of such vacancy may be executed by an officer of the
Trust or by a majority of the Trustees. In the event of the death, declination,
resignation, retirement, removal, or incapacity of all the then Trustees within
a short period of time and without the opportunity for at least one Trustee
being able to appoint additional Trustees to replace those no longer serving,
the Trust's Adviser(s) are empowered to appoint new Trustees subject to the
provisions of the 1940 Act.

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Section 3. Powers. Subject to the provisions of this Declaration of
Trust, the business of the Trust shall be managed by the Trustees, and the
Trustees shall have all powers necessary or convenient to carry out that
responsibility including the power to engage in transactions of all kinds on
behalf of the Trust as described in this Declaration of Trust. Without limiting
the foregoing, the Trustees may: adopt By-Laws not inconsistent with this
Declaration of Trust providing for the management of the affairs of the Trust
and may amend and repeal such By-Laws to the extent that such By-Laws do not
reserve that right to the Shareholders; enlarge or reduce the number of
Trustees; remove any Trustee with or without cause at any time by written
instrument signed by at least two-thirds of the number of Trustees prior to such
removal, specifying the date when such removal shall become effective, and fill
vacancies caused by enlargement of their number or by the death, resignation,
retirement or removal of a Trustee; elect and remove, with or without cause,
such officers and appoint and terminate such agents as they consider
appropriate; appoint from their own number and establish and terminate one or
more committees, consisting of two or more Trustees, that may exercise the
powers and authority of the Board of Trustees to the extent that the Trustees so
determine; employ one or more custodians of the assets of the Trust and may
authorize such custodians to employ subcustodians and to deposit all or any part
of such assets in a system or systems for the central handling of securities or
with a Federal Reserve Bank; employ an administrator for the Trust and may
authorize such administrator to employ subadministrators; employ an investment
adviser or investment advisers to the Trust and may authorize such Advisers to
employ subadvisers; retain a transfer agent or a shareholder servicing agent, or
both; provide for the issuance and distribution of Shares by the Trust directly
or through one or more Principal Underwriters or otherwise; redeem, repurchase
and transfer Shares pursuant to applicable law; set record dates for the
determination of Shareholders with respect to various matters; declare and pay
dividends and distributions to Shareholders of each Series from the assets of
such Series; and in general delegate such authority as they consider desirable
to any officer of the Trust, to any committee of the Trustees and to any agent
or employee of the Trust or to any such custodian, transfer or shareholder
servicing agent, or Principal Underwriter. Any determination as to what is in
the interests of the Trust made by the Trustees in good faith shall be
conclusive. In construing the provisions of this Declaration of Trust, the
presumption shall be in favor of a grant of power to the Trustees. Unless
otherwise specified herein or in the By-Laws or required by law, any action by
the Trustees shall be deemed effective if approved or taken by a majority of the
Trustees present at a meeting of Trustees at which a quorum of Trustees is
present, within or without the State of Delaware.

Without limiting the foregoing, the Trustees shall have the power and
authority to cause the Trust (or to act on behalf of the Trust):

(a) To invest and reinvest cash, to hold cash uninvested, and to
subscribe for, invest in, reinvest in, purchase or otherwise acquire, own, hold,
pledge, sell, assign, transfer, exchange, distribute, write options on, lend or
otherwise deal in or dispose of contracts for the future acquisition or delivery
of fixed income or other securities, and

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securities of every nature and kind, including, without limitation, all types of
bonds, debentures, stocks, negotiable or non-negotiable instruments,
obligations, evidences of indebtedness, certificates of deposit or indebtedness,
commercial papers, repurchase agreements, bankers' acceptances, and other
securities of any kind, issued, created, guaranteed, or sponsored by any and all
Persons, including without limitation, states, territories, and possessions of
the United States and the District of Columbia and any political subdivision,
agency, or instrumentality thereof, any foreign government or any political
subdivision of the United States Government or any foreign government, or any
international instrumentality, or by any bank or savings institution, or by any
corporation or organization organized under the laws of the United States or of
any state, territory, or possession thereof, or by any corporation or
organization organized under any foreign law, or in "when issued" contracts for
any such securities, to change the investments of the assets of the Trust; and
to exercise any and all rights, powers, and privileges of ownership or interest
in respect of any and all such investments of every kind and description,
including, without limitation, the right to consent and otherwise act with
respect thereto, with power to designate one or more Persons to exercise any of
said rights, powers, and privileges in respect of any of said instruments;

(b) To sell, exchange, lend, pledge, mortgage, hypothecate, lease, or
write options (including, options on futures contracts) with respect to or
otherwise deal in any property rights relating to any or all of the assets of
the Trust or any Series;

(c) To vote or give assent, or exercise any rights of ownership, with
respect to stock or other securities or property; and to execute and deliver
proxies or powers of attorney to such Person or Persons as the Trustees shall
deem proper, granting to such Person or Persons such power and discretion with
relation to securities or property as the Trustees shall deem proper;

(d) To exercise powers and rights of subscription or otherwise which in
any manner arise out of ownership of securities;

(e) To hold any security or property in a form not indicating any
trust, whether in bearer, unregistered or other negotiable form, or in its own
name or in the name of a custodian or subcustodian or a nominee or nominees or
otherwise;

(f) To consent to or participate in any plan for the reorganization,
consolidation or merger of any corporation or issuer of any security which is
held in the Trust; to consent to any contract, lease, mortgage, purchase or sale
of property by such corporation or issuer; and to pay calls or subscriptions
with respect to any security held in the Trust;

(g) To join with other security holders in acting through a committee,
depositary, voting trustee or otherwise, and in that connection to deposit any
security with, or transfer any security to, any such committee, depositary or
trustee, and to delegate to them such power and authority with relation to any
security (whether or not

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so deposited or transferred) as the Trustees shall deem proper, and to agree to
pay, and to pay, such portion of the expenses and compensation of such
committee, depositary or trustee as the Trustees shall deem proper;

(h) To compromise, arbitrate or otherwise adjust claims in favor of or
against the Trust or any matter in controversy, including, but not limited to,
claims for taxes;

(i) To enter into joint ventures, general or limited partnerships and
any other combinations or associations;

(j) To borrow funds or other property in the name of the Trust
exclusively for Trust purposes and in connection therewith to issue notes or
other evidences of indebtedness; and to mortgage and pledge the Trust Property
or any part thereof to secure any or all of such indebtedness;

(k) To endorse or guarantee the payment of any notes or other
obligations of any Person; to make contracts of guaranty or suretyship, or
otherwise assume liability for payment thereof; and to mortgage and pledge the
Trust Property or any part thereof to secure any of or all of such obligations;

(l) To purchase and pay for entirely out of Trust Property such
insurance as the Trustees may deem necessary or appropriate for the conduct of
the business, including, without limitation, insurance policies insuring the
assets of the Trust or payment of distributions and principal on its portfolio
investments, and insurance polices insuring the Shareholders, Trustees,
officers, employees, agents, investment advisers, principal underwriters, or
independent contractors of the Trust, individually against all claims and
liabilities of every nature arising by reason of holding, being or having held
any such office or position, or by reason of any action alleged to have been
taken or omitted by any such Person as Trustee, officer, employee, agent,
investment adviser, principal underwriter, or independent contractor, including
any action taken or omitted that may be determined to constitute negligence,
whether or not the Trust would have the power to indemnify such Person against
liability;

(m) To adopt, establish and carry out pension, profit-sharing, share
bonus, share purchase, savings, thrift and other retirement, incentive and
benefit plans and trusts, including the purchasing of life insurance and annuity
contracts as a means of providing such retirement and other benefits, for any or
all of the Trustees, officers, employees and agents of the Trust;

(n) To operate as and carry out the business of an investment company,
and exercise all the powers necessary or appropriate to the conduct of such
operations;

(o) To enter into contracts of any kind and description;

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(p) To employ as custodian of any assets of the Trust one or more
banks, trust companies or companies that are members of a national securities
exchange or such other entities as the Commission may permit as custodians of
the Trust, subject to any conditions set forth in this Declaration of Trust or
in the By-Laws;

(q) To employ auditors, counsel or other agents of the Trust, subject
to any conditions set forth in this Declaration of Trust or in the By-Laws;

(r) To interpret the investment policies, practices, or limitations of
any Series or Class;

(s) To establish separate and distinct Series with separately defined
investment objectives and policies and distinct investment purposes, and with
separate Shares representing beneficial interests in such Series, and to
establish separate Classes, all in accordance with the provisions of Article
III;

(t) To the full extent permitted by the Delaware Act, to allocate
assets, liabilities and expenses of the Trust to a particular Series and Class
or to apportion the same between or among two or more Series or Classes,
provided that any liabilities or expenses incurred by a particular Series or
Class shall be payable solely out of the assets belonging to that Series or
Class as provided for in Article III;

(u) To invest all of the assets of the Trust, or any Series or any
Class thereof in a single investment company;

(v) Subject to the 1940 Act, to engage in any other lawful act or
activity in which a business trust organized under the Delaware Act may engage.

The Trust shall not be limited to investing in obligations maturing
before the possible termination of the Trust or one or more of its Series. The
Trust shall not in any way be bound or limited by any present or future law or
custom in regard to investment by fiduciaries. The Trust shall not be required
to obtain any court order to deal with any assets of the Trust or take any other
action hereunder.

Section 4. Payment of Expenses by the Trust. The Trustees are
authorized to pay or cause to be paid out of the principal or income of the
Trust, or partly out of the principal and partly out of income, as they deem
fair, all expenses, fees, charges, taxes and liabilities incurred or arising in
connection with the Trust, or in connection with the management thereof,
including, but not limited to, the Trustees' compensation and such expenses and
charges for the services of the Trust's officers, employees, Advisers, Principal
Underwriter, auditors, counsel, custodian, transfer agent, shareholder servicing
agent, and such other agents or independent contractors and such other expenses
and charges as the Trustees may deem necessary or proper to incur, which
expenses, fees, charges, taxes and liabilities shall be allocated in accordance
with Article III, Section 6 hereof.

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Section 5. Payment of Expenses by Shareholders. The Trustees shall have
the power, as frequently as they may determine, to cause each Shareholder, or
each Shareholder of any particular Series, to pay directly, in advance or
arrears, expenses of the Trust as described in Section 4 of this Article IV
("Expenses"), in an amount fixed from time to time by the Trustees, by setting
off such Expenses due from such Shareholder from declared but unpaid dividends
owed such Shareholder and/or by reducing the number of Shares in the account of
such Shareholder by that number of full and/or fractional Shares which
represents the outstanding amount of such Expenses due from such Shareholder,
provided that the direct payment of such Expenses by Shareholders is permitted
under applicable law.

Section 6. Ownership of Assets of the Trust. Title to all of the assets
of the Trust shall at all times be considered as vested in the Trust, except
that the Trustees shall have power to cause legal title to any Trust Property to
be held by or in the name of one or more of the Trustees, or in the name of the
Trust, or in the name of any other Person as nominee, on such terms as the
Trustees may determine. The right, title and interest of the Trustees in the
Trust Property shall vest automatically in each Person who may hereafter become
a Trustee. Upon the resignation, removal or death of a Trustee, he or she shall
automatically cease to have any right, title or interest in any of the Trust
Property, and the right, title and interest of such Trustee in the Trust
property shall vest automatically in the remaining Trustees. Such vesting and
cessation of title shall be effective whether or not conveyancing documents have
been executed and delivered.

Section 7. Service Contracts.

(a) Subject to such requirements and restrictions as may be set forth
under federal and/or state law and in the By-Laws, including, without
limitation, the requirements of Section 15 of the 1940 Act, the Trustees may, at
any time and from time to time, contract for exclusive or nonexclusive advisory,
management and/or administrative services for the Trust or for any Series (or
Class thereof) with any Person and any such contract may contain such other
terms as the Trustees may determine, including, without limitation, authority
for the Adviser(s) or administrator to delegate certain or all of its duties
under such contracts to other qualified investment advisers and administrators
and to determine from time to time without prior consultation with the Trustees
what investments shall be purchased, held sold or exchanged and what portion, if
any, of the assets of the Trust shall be held uninvested and to make changes in
the Trust's investments, or such other activities as may specifically be
delegated to such party.

(b) The Trustees may also, at any time and from time to time, contract
with any Person, appointing such Person exclusive or nonexclusive distributor or
Principal

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Underwriter for the Shares of one or more of the Series (or Classes) or other
securities to be issued by the Trust.

(c) The Trustees are also empowered, at any time and from time to
time, to contract with any Person, appointing such Person or Persons the
custodian, transfer agent and/or shareholder servicing agent for the Trust or
one or more of its Series.

(d) The Trustees are further empowered, at any time and from time to
time, to contract with any Person to provide such other services to the Trust or
one or more of the Series, as the Trustees determine to be in the best interests
of the Trust and the applicable Series.

(e) The fact that:

(i) any of the Shareholders, Trustees, or officers of the Trust
is a shareholder, director, officer, partner, trustee,
employee, Adviser, Principal Underwriter, distributor, or
affiliate or agent of or for any Person, or for any parent
or affiliate of any Person with which an advisory,
management, or administration contract, or Principal
Underwriter's or distributor's contract, or transfer agent,
shareholder servicing agent or other type of service
contract may have been or may hereafter be made, or that any
such organization, or any parent or affiliate thereof, is a
Shareholder or has an interest in the Trust; or that

(ii) any Person with which an advisory, management, or
administration contract or Principal Underwriter's or
distributor's contract, or transfer agent or shareholder
servicing agent contract may have been or may hereafter be
made also has an advisory, management, or administration
contract, or Principal Underwriter's or distributor's or
other service contract with one or more other Persons, or
has other business or interests,

shall not affect the validity of any such contract or disqualify any
Shareholder, Trustee or officer of the Trust from voting upon or executing the
same, or create any liability or accountability to the Trust or its
shareholders.

Section 8. Trustees and Officers as Shareholders. Any Trustee, officer
or agent of the Trust may acquire, own and dispose of Shares to the same extent
as if he or she were not a Trustee, officer or agent; and the Trustees may issue
and sell and cause to be issued and sold Shares to, and redeem such Shares from,
any such Person or any firm or company in which such Person is interested,
subject only to the general limitations contained herein or in the By-Laws
relating to the sale and redemption of such Shares.

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Section 9. Compensation. The Trustees in such capacity shall be
entitled to reasonable compensation from the Trust and they may fix the amount
of such compensation. Nothing herein shall in any way prevent the employment of
any Trustee for advisory, management, legal, accounting, investment banking or
other services and payment for such services by the Trust.

ARTICLE V

Shareholders' Voting Powers and Meetings

Section 1. Voting Powers. Meetings. Notice. and Record Dates. The
Shareholders shall have power to vote only: (i) for the election or removal of
Trustees as provided in Article IV, Section 1 hereof, and (ii) with respect to
such additional matters relating to the Trust as may be required by applicable
law, this Declaration of Trust, the By-Laws or any registration statement of the
Trust with the Commission (or any successor agency) or as the Trustees may
consider necessary or desirable. Shareholders shall be entitled to one vote for
each dollar, and a fractional vote for each fraction of a dollar, of net asset
value per Share for each Share held, as to any matter on which the Share is
entitled to vote. Notwithstanding any other provision of this Declaration of
Trust, on any matters submitted to a vote of the Shareholders, all shares of the
Trust then entitled to vote shall be voted in aggregate, except: (i) when
required by the 1940 Act, Shares shall be voted by individual Series; (ii) when
the matter involves any action that the Trustees have determined will affect
only the interests of one or more Series, then only Shareholders of such Series
shall be entitled to vote thereon; and (iii) when the matter involves any action
that the Trustees have determined will affect only the interests of one or more
Classes, then only the Shareholders of such Class or Classes shall be entitled
to vote thereon. There shall be no cumulative voting in the election of
Trustees. Shares may be voted in person or by proxy. A proxy may be given in
writing. The By-Laws may provide that proxies may also, or may instead, be given
by an electronic or telecommunications device or in any other manner. Until
Shares are issued, the Trustees may exercise all rights of Shareholders and may
take any action required by law, this Declaration of Trust or the By-Laws to be
taken by the Shareholders. Meetings of the Shareholders shall be called and
notice thereof and record dates therefor shall be given and set as provided in
the By-Laws.

Section 2. Quorum and Required Vote. Except when a larger quorum is
required by applicable law, by the By-Laws or by this Declaration of Trust,
twenty-five percent (25%) of the Shares issued and outstanding shall constitute
a quorum at a Shareholders' meeting but any lesser number shall be sufficient
for adjourned sessions. When any one or more Series (or Classes) is to vote as a
single Series (or Class) separate from any other Shares, twenty-five percent
(25%) of the Shares of each such Series (or Class) issued and outstanding shall
constitute a quorum at a Shareholders' meeting of that Series (or Class). Except
when a larger vote is required by any provision of this Declaration of Trust or
the By-Laws or by applicable law, when a quorum is present at any meeting, a
majority of the Shares voted shall decide any questions and a

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plurality of the Shares voted shall elect a Trustee, provided that where any
provision of law or of this Declaration of Trust requires that the holders of
any Series shall vote as a Series (or that holders of a Class shall vote as a
Class), then a majority of the Shares of that Series (or Class) voted on the
matter (or a plurality with respect to the election of a Trustee) shall decide
that matter insofar as that Series (or Class) is concerned.

Section 3. Record Dates. For the purpose of determining the
Shareholders of any Series (or Class) who are entitled to receive payment of any
dividend or of any other distribution, the Trustees may from time to time fix a
date, which shall be before the date for the payment of such dividend or such
other payment, as the record date for determining the Shareholders of such
Series (or Class) having the right to receive such dividend or distribution.
Without fixing a record date, the Trustees may for distribution purposes close
the register or transfer books for one or more Series (or Classes) at any time
prior to the payment of a distribution. Nothing in this Section shall be
construed as precluding the Trustees from setting different record dates for
different Series (or Classes).

Section 4. Additional Provisions. The By-Laws may include further
provisions for Shareholders' votes and meetings and related matters.

ARTICLE VI

Net Asset Value, Distributions and Redemptions

Section 1. Determination of Net Asset Value, Net Income and
Distributions. Subject to applicable law and Article III, Section 6 hereof, the
Trustees, in their absolute discretion, may prescribe and shall set forth in the
By-Laws or in a duly adopted vote of the Trustees such bases and time for
determining the per Share or net asset value of the Shares of any Series or
Class or net income attributable to the Shares of any Series or Class, or the
declaration and payment of dividends and distributions on the Shares of any
Series or Class, as they may deem necessary or desirable.

Section 2. Redemptions and Repurchases.

(a) The Trust shall purchase such Shares as are offered by any
Shareholder for redemption, upon the presentation of a proper instrument of
transfer together with a request directed to the Trust, or a Person designated
by the Trust, that the Trust purchase such Shares or in accordance with such
other procedures for redemption as the Trustees may from time to time authorize;
and the Trust will pay therefor the net asset value thereof as determined by the
Trustees (or on their behalf), in accordance with any applicable provisions of
the By-Laws, any registration statement of the Trust and applicable law. Unless
extraordinary circumstances exist, payment for said Shares shall be made by the
Trust to the Shareholder in accordance with the 1940 Act and any rules and
regulations thereunder or as otherwise required by the Commission. The
obligation set forth in this Section 2(a) is subject to the provision that,
during any

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emergency which makes it impracticable for the Trust to dispose of the
investments of the applicable Series or to determine fairly the value of the net
assets held with respect to such Series, such obligation may be suspended or
postponed by the Trustees. In the case of a suspension of the right of
redemption as provided herein, a Shareholder may either withdraw the request for
redemption or receive payment based on the net asset value per share next
determined after the termination of such suspension.

(b) The redemption price may in any case or cases be paid wholly or
partly in kind if the Trustees determine that such payment is advisable in the
interest of the remaining Shareholders of the Series or Class thereof for which
the Shares are being redeemed. Subject to the foregoing, the fair value,
selection and quantity of securities or other property so paid or delivered as
all or part of the redemption price may be determined by or under authority of
the Trustees. In no case shall the Trust be liable for any delay of any Adviser
or other Person in transferring securities selected for delivery as all or part
of any payment-in-kind.

(c) If the Trustees shall, at any time and in good faith, determine
that direct or indirect ownership of Shares of any Series or Class thereof has
or may become concentrated in any Person to an extent that would disqualify any
Series as a regulated investment company under the Internal Revenue Code of
1986, as amended (or any successor statute thereof), then the Trustees shall
have the power (but not the obligation) by such means as they deem equitable (i)
to call for the redemption by any such Person of a number, or principal amount,
of Shares sufficient to maintain or bring the direct or indirect ownership of
Shares into conformity with the requirements for such qualification, (ii) to
refuse to transfer or issue Shares of any Series or Class thereof to such Person
whose acquisition of the Shares in question would result in such
disqualification, or (iii) to take such other actions as they deem necessary and
appropriate to avoid such disqualification. Any such redemption shall be
effected at the redemption price and in the manner provided in this Article VI.

(d) The holders of Shares shall upon demand disclose to the Trustees in
writing such information with respect to direct and indirect ownership of Shares
as the Trustees deem necessary to comply with the provisions of the Internal
Revenue Code of 1986, as amended (or any successor statute thereto), or to
comply with the requirements of any other taxing authority.

ARTICLE VII

Limitation of Liability; Indemnification

Section 1. Trustees, Shareholders, etc. Not Personally Liable; Notice.
The Trustees, officers, employees and agents of the Trust, in incurring any
debts, liabilities or obligations, or in limiting or omitting any other actions
for or in connection with the Trust, are or shall be deemed to be acting as
Trustees, officers, employees or agents of the Trust and not in their own
capacities. No Shareholder shall be subject to any

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personal liability whatsoever in tort, contract or otherwise to any other Person
or Persons in connection with the assets or the affairs of the Trust or of any
Series, and subject to Section 4 of this Article VII, no Trustee, officer,
employee or agent of the Trust shall be subject to any personal liability
whatsoever in tort, contract, or otherwise, to any other Person or Persons in
connection with the assets or affairs of the Trust or of any Series, save only
that arising from his or her own willful misfeasance, bad faith, gross
negligence or reckless disregard of the duties involved in the conduct of his or
her office or the discharge of his or her functions. The Trust (or if the matter
relates only to a particular Series, that Series) shall be solely liable for any
and all debts, claims, demands, judgments, decrees, liabilities or obligations
of any and every kind, against or with respect to the Trust or such Series in
tort, contract or otherwise in connection with the assets or the affairs of the
Trust or such Series, and all Persons dealing with the Trust or any Series shall
be deemed to have agreed that resort shall be had solely to the Trust Property
of the Trust (or if the matter relates only to a particular Series, that of such
Series), for the payment or performance thereof.

The obligations of any instrument made or issued by the Trustees or by
any officer of officers of the Trust are not binding upon any of them or the
Shareholders individually but are binding only upon the assets and property of
the Trust, or the particular Series in question, as the case may be. The
omission of any statement to such effect from such instrument shall not operate
to bind any Trustees or Trustee or officers or officer or Shareholders or
Shareholder individually, or to subject the assets of any Series to the
obligations of any other Series.

Section 2. Trustees' Good Faith Action; Expert Advice; No Bond or
Surety. The exercise by the Trustees of their powers and discretions hereunder
shall be binding upon everyone interested. Subject to Section 4 of this Article
VII, a Trustee shall be liable for his or her own willful misfeasance, bad
faith, gross negligence or reckless disregard of the duties involved in the
conduct of the office of Trustee, and for nothing else, and shall not be liable
for errors of judgment or mistakes of fact or law. Subject to the foregoing, (i)
the Trustees shall not be responsible or liable in any event for any neglect or
wrongdoing of any officer, agent, employee, consultant, Adviser, administrator,
distributor or Principal Underwriter, custodian or transfer agent, dividend
disbursing agent, shareholder servicing agent or accounting agent of the Trust,
nor shall any Trustee be responsible for the act or omission of any other
Trustee; (ii) the Trustees may take advice of counsel or other experts with
respect to the meaning and operation of this Declaration of Trust and their
duties as Trustees, and shall be under no liability for any act or omission in
accordance with such advice or for failing to follow such advice; and (iii) in
discharging their duties, the Trustees, when acting in good faith, shall be
entitled to rely upon the books of account of the Trust and upon written reports
made to the Trustees by any officer appointed by them, any independent public
accountant, and (with respect to the subject matter of the contract involved)
any officer, partner or responsible employee of a contracting party employed by
the Trust. The Trustees as such shall not be required to give any bond or surety
or any other security for the performance of their duties.

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Section 3. Indemnification of Shareholders. If any Shareholder (or
former Shareholder) of the Trust shall be charged or held to be personally
liable for any obligation or liability of the Trust solely by reason of being or
having been a Shareholder and not because of such Shareholder's acts or
omissions or for some other reason, the Trust (upon proper and timely request by
the Shareholder) may assume the defense against such charge and satisfy any
judgment thereon or may reimburse the Shareholders for expenses, and the
Shareholder or former Shareholder (or the heirs, executors, administrators or
other legal representatives thereof, or in the case of a corporation or other
entity, its corporate or other general successor) shall be entitled (but solely
out of the assets of the Series of which such Shareholder or former Shareholder
is or was the holder of Shares) to be held harmless from and indemnified against
all loss and expense arising from such liability.

Section 4. Indemnification of Trustees, Officers, etc. Subject to the
limitations, if applicable, hereinafter set forth in this Section 4, the Trust
shall indemnify (from the assets of one or more Series to which the conduct in
question relates) each of its Trustees, officers, employees and agents
(including Persons who serve at the Trust's request as directors, officers or
trustees of another organization in which the Trust has any interest as a
shareholder, creditor or otherwise (hereinafter, together with such Person's
heirs, executors, administrators or personal representative, referred to as a
"Covered Person")) against all liabilities, including but not limited to amounts
paid in satisfaction of judgments, in compromise or as fines and penalties, and
expenses, including reasonable accountants' and counsel fees, incurred by any
Covered Person in connection with the defense or disposition of any action, suit
or other proceeding, whether civil or criminal, before any court or
administrative or legislative body, in which such Covered Person may be or may
have been involved as a party or otherwise or with which such Covered Person may
be or may have been threatened, while in office or thereafter, by reason of
being or having been such a Trustee or officer, director or trustee, except with
respect to any matter as to which it has been determined that such Covered
Person (i) did not act in good faith in the reasonable belief that such Covered
Person's action was in or not opposed to the best interests of the Trust; or
(ii) had acted with willful misfeasance, bad faith, gross negligence or reckless
disregard of the duties involved in the conduct of such Covered Person's office;
and (iii) for a criminal proceeding, had reasonable cause to believe that his or
her conduct was unlawful (the conduct described in (i), (ii) and (iii) being
referred to hereafter as "Disabling Conduct"). A determination that the Covered
Person is entitled to indemnification may be made by (i) a final decision on the
merits by a court or other body before whom the proceeding was brought that the
Covered Person to be indemnified was not liable by reason of Disabling Conduct,
(ii) dismissal of a court action or an administrative proceeding against a
Covered Person for insufficiency of evidence of Disabling Conduct, or (iii) a
reasonable determination, based upon a review of the facts, that the indemnitee
was not liable by reason of Disabling Conduct by (a) a vote of a majority of a
quorum of the Trustees who are neither "interested persons" of the Trust as
defined in the 1940 Act nor parties to the proceeding (the "Disinterested
Trustees"), or (b) an independent legal counsel in a written opinion. Expenses,
including accountants' and counsel fees so

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incurred by any such Covered Person (but excluding amounts paid in satisfaction
of judgments, in compromise or as fines or penalties), may be paid from time to
time by one or more Series to which the conduct in question related in advance
of the final disposition of any such action, suit or proceeding; provided that
the Covered Person shall have undertaken to repay the amounts so paid to such
Series if it is ultimately determined that indemnification of such expenses is
not authorized under this Article VII and (i) the Covered Person shall have
provided security for such undertaking, (ii) the Trust shall be insured against
losses arising by reason of any lawful advances, or (iii) a majority of a quorum
of the Disinterested Trustees, or an independent legal counsel in a written
opinion, shall have determined, based on a review of readily available facts (as
opposed to a full trial type inquiry), that there is reason to believe that the
Covered Person ultimately will be found entitled to indemnification.

Section 5. Compromise Payment. As to any matter disposed of by a
compromise payment by any such Covered Person referred to in Section 4 of this
Article VII, pursuant to a consent decree or otherwise, no such indemnification
either for said payment or for any other expenses shall be provided unless such
indemnification shall be approved (i) by a majority of a quorum of the
Disinterested Trustees or (ii) by an independent legal counsel in a written
opinion. Approval by the Trustees pursuant to clause (i) or by independent legal
counsel pursuant to clause (ii) shall not prevent the recovery from any Covered
Person of any amount paid to such Covered Person in accordance with either of
such clauses as indemnification if such Covered Person is subsequently
adjudicated by a court of competent jurisdiction not to have acted in good faith
in the reasonable belief that such Covered Person's action was in or not opposed
to the best interests of the Trust or to have been liable to the Trust or its
Shareholders by reason of willful misfeasance, bad faith, gross negligence or
reckless disregard of the duties involved in the conduct of the Covered Person's
office.

Section 6. Indemnification Not Exclusive, etc. The right of
indemnification provided by this Article VII shall not be exclusive of or affect
any other rights to which any such Covered Person or shareholder may be
entitled. As used in this Article VII, a "disinterested" Person is one against
whom none of the actions, suits or other proceedings in question, and no other
action, suit or other proceeding on the same or similar grounds is then or has
been pending or threatened. Nothing contained in this Article VII shall affect
any rights to indemnification to which personnel of the Trust, other than
Trustees and officers, and other Persons may be entitled by contract or
otherwise under law, nor the power of the Trust to purchase and maintain
liability insurance on behalf of any such Person.

Section 7. Liability of Third Persons Dealing with Trustees. No person
dealing with the Trustees shall be bound to make any inquiry concerning the
validity of any transaction made or to be made by the Trustees or to see to the
application of any payments made or property transferred to the Trust or upon
its order.

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Section 8. Insurance. The Trustees shall be entitled and empowered to
the fullest extent permitted by law to purchase with Trust assets insurance for
liability and for all expenses reasonably incurred or paid or expected to be
paid by a Trustee, officer, employee, or agent of the Trust in connection with
any claim, action, suit, or proceeding in which he or she may become involved by
virtue of his or her capacity or former capacity as a Trustee of the Trust.

ARTICLE VIII

Miscellaneous

Section 1. Termination of the Trust or Any Series or Class.

(a) Unless terminated as provided herein, the Trust shall continue
without limitation of time. The Trustees in their sole discretion may terminate
the Trust.

(b) Upon the requisite action by the Trustees to terminate the Trust or
any one or more Series of Shares or any Class thereof, after paying or otherwise
providing for all charges, taxes, expenses, and liabilities, whether due or
accrued or anticipated, of the Trust or of the particular Series or any Class
thereof as may be determined by the Trustees, the Trust shall in accordance with
such procedures as the Trustees may consider appropriate reduce the remaining
assets of the Trust or of the affected Series or Class to distributable form in
cash or Shares (if any Series remain) or other securities, or any combination
thereof, and distribute the proceeds to the Shareholders of the Series or
Classes involved, ratably according to the number of Shares of such Series or
Class held by the Shareholders of such Series or Class on the date of
distribution. Thereupon, the Trust or any affected Series or Class shall
terminate and the Trustees and the Trust shall be discharged from any and all
further liabilities and duties relating thereto or arising therefrom, and the
right, title, and interest of all parties with respect to the Trust or such
Series or Class shall be canceled and discharged.

(c) Upon termination of the Trust, following completion of winding up
of its business, the Trustees shall cause a certificate of cancellation of the
Trust's Certificate of Trust to be filed in accordance with the Delaware Act,
which certificate of cancellation may be signed by any one Trustee.

Section 2. Reorganization.

(a) Notwithstanding anything else herein, the Trustees may, without
Shareholder approval unless such approval is required by applicable law, (i)
cause the Trust to merge or consolidate with or into or transfer its assets and
any liabilities to one or more trusts (or series thereof to the extent permitted
by law), partnerships, associations, corporations or other business entities
(including trusts, partnerships, associations, corporations or other business
entities created by the Trustees to accomplish such merger or consolidation or
transfer of assets and any liabilities) so long

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as the surviving or resulting entity is an investment company as defined in the
1940 Act, or is a series thereof, that will succeed to or assume the Trust's
registration under the 1940 Act and that is formed, organized, or existing under
the laws of the United States or of a state, commonwealth, possession or colony
of the United States, unless otherwise permitted under the 1940 Act, (ii) cause
any one or more Series (or Classes) of the Trust to merge or consolidate with or
into or transfer its assets and any liabilities to any one or more other Series
(or Classes) of the Trust, one or more trusts (or series or classes thereof to
the extent permitted by law), partnerships, associations, corporations, (iii)
cause the Shares to be exchanged under or pursuant to any state or federal
statute to the extent permitted by law or (iv) cause the Trust to reorganize as
a corporation, limited liability company or limited liability partnership under
the laws of Delaware or any other state or jurisdiction.

(b) Pursuant to and in accordance with the provisions of Section
3815(f) of the Delaware Act, and notwithstanding anything to the contrary
contained in this Declaration of Trust, an agreement of merger or consolidation
or exchange or transfer of assets and liabilities approved by the Trustees in
accordance with this Section 2 may (i) effect any amendment to the governing
instrument of the Trust or (ii) effect the adoption of a new governing
instrument of the Trust if the Trust is the surviving or resulting trust in the
merger or consolidation.

(c) The Trustees may create one or more business trusts to which all or
any part of the assets, liabilities, profits, or losses of the Trust or any
Series or Class thereof may be transferred and may provide for the conversion of
Shares in the Trust or any Series or Class thereof into beneficial interests in
any such newly created trust or trusts or any series or classes thereof.

Section 3. Amendments. Except as specifically provided in this Section
3, the Trustees may, without Shareholder vote, restate, amend, or otherwise
supplement this Declaration of Trust. Shareholders shall have the right to vote
on (i) any amendment that would affect their right to vote granted in Article V,
Section 1 hereof, (ii) any amendment to this Section 3 of Article VIII; (iii)
any amendment that may require their vote under applicable law or by the Trust's
registration statement, as filed with the Commission, and (iv) any amendment
submitted to them for their vote by the Trustees. Any amendment required or
permitted to be submitted to the Shareholders that, as the Trustees determine,
shall affect the Shareholders of one or more Series shall be authorized by a
vote of the Shareholders of each Series affected and no vote of Shareholders of
a Series not affected shall be required. Notwithstanding anything else herein,
no amendment hereof shall limit the rights to insurance provided by Article VII
hereof with respect to any acts or omissions of Persons covered thereby prior to
such amendment nor shall any such amendment limit the rights to indemnification
referenced in Article VIl hereof as provided in the By-Laws with respect to any
actions or omissions of Persons covered thereby prior to such amendment. The
Trustees may, without Shareholder vote, restate, amend, or otherwise supplement
the Certificate of Trust as they deem necessary or desirable.

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Section 4. Filing of Copies; References; Headings. The original or a
copy of this instrument and of each restatement and/or amendment hereto shall be
kept at the office of the Trust where it may be inspected by any Shareholder.
Anyone dealing with the Trust may rely on a certificate by an officer of the
Trust as to whether or not any such restatements and/or amendments have been
made and as to any matters in connection with the Trust hereunder; and, with the
same effect as if it were the original, may rely on a copy certified by an
officer of the Trust to be a copy of this instrument or of any such restatements
and/or amendments. In this instrument and in any such restatements and/or
amendments, references to this instrument, and all expressions such as "herein,"
"hereof," and "hereunder," shall be deemed to refer to this instrument as
amended or affected by any such restatements and/or amendments. Headings are
placed herein for convenience of reference only and shall not be taken as a part
hereof or control or affect the meaning, construction or effect of this
instrument. Whenever the singular number is used herein, the same shall include
the plural; and the neuter, masculine and feminine genders shall include each
other, as applicable. This instrument may be executed in any number of
counterparts each of which shall be deemed an original.

Section 5. Applicable Law.

(a) The Trust is created under, and this Declaration of Trust is to be
governed by, and construed and enforced in accordance with, the laws of the
State of Delaware. The Trust shall be of the type commonly called a business
trust, and without limiting the provisions hereof, the Trust specifically
reserves the right to exercise any of the powers or privileges afforded to
business trusts or actions that may be engaged in by business trusts under the
Delaware Act, and the absence of a specific reference herein to any such power,
privilege, or action shall not imply that the Trust may not exercise such power
or privilege or take such actions.

(b) Notwithstanding the first sentence of Section 5(a) of this Article
VIII, there shall not be applicable to the Trust, the Trustees, or this
Declaration of Trust either the provisions of Section 3540 of Title 12 of the
Delaware Code or any provisions of the laws (statutory or common) of the State
of Delaware (other than the Delaware Act) pertaining to trusts that relate to or
regulate: (i) the filing with any court or governmental body or agency of
Trustee accounts or schedules of trustee fees and charges; (ii) affirmative
requirements to post bonds for trustees, officers, agents, or employees of a
trust; (iii) the necessity for obtaining a court or other governmental approval
concerning the acquisition, holding, or disposition of real or personal
property; (iv) fees or other sums applicable to trustees, officers, agents or
employees of a trust; (v) the allocation of receipts and expenditures to income
or principal; (vi) restrictions or limitations on the permissible nature,
amount, or concentration of trust investments or requirements relating to the
titling, storage, or other manner of holding of trust assets; or (vii) the
establishment of fiduciary or other standards or responsibilities or limitations
on the acts or powers or liabilities or authorities and powers of trustees that
are inconsistent with the limitations or liabilities or authorities and powers
of the Trustees set forth or

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referenced in this Declaration of Trust; or (viii) activities similar to those
referenced in the foregoing items (i) through (vii).

Section 6. Provisions in Conflict with Law or Regulations.

(a) The provisions of this Declaration of Trust are severable, and if
the Trustees shall determine, with the advice of counsel, that any such
provision is in conflict with the 1940 Act, the regulated investment company
provisions of the Internal Revenue Code of 1986, as amended (or any successor
statute thereto), and the regulations thereunder, the Delaware Act or with other
applicable laws and regulations, the conflicting provision shall be deemed never
to have constituted a part of this Declaration of Trust; provided, however, that
such decision shall not affect any of the remaining provisions of this
Declaration of Trust or render invalid or improper any action taken or omitted
prior to such determination.

(b) If any provision of this Declaration of Trust shall be held invalid
or unenforceable in any jurisdiction, such invalidity or unenforceability shall
attach only to such provision in such jurisdiction and shall, not in any manner
affect such provision in any other jurisdiction or any other provision of this
Declaration of Trust in any jurisdiction.

Section 7. Business Trust Only. It is the intention of the Trustees to
create a business trust pursuant to the Delaware Act. It is not the intention of
the Trustees to create a general partnership, limited partnership, joint stock
association, corporation, bailment, or any form of legal relationship other than
a business trust pursuant to the Delaware Act. Nothing in this Declaration of
Trust shall be construed to make the Shareholders, either by themselves or with
the Trustees, partners, or members of a joint stock association.

-24-

<PAGE>

IN WITNESS WHEREOF, the Trustees named below do hereby make and enter
into this Agreement and Declaration of Trust as of the 18th day of September,
1997.

/s/ Laurence B. Ashkin /s/ Thomas L. McVerry
Laurence B. Ashkin Thomas L. McVerry
Trustee and not individually Trustee and not individually

/s/ Charles A. Austin, III /s/ David M. Richardson
Charles A. Austin, III David M. Richardson
Trustee and not individually Trustee and not individually

/s/ K. Dun Gifford /s/ Russell A. Salton, III
K. Dun Gifford Russell A. Salton, III
Trustee and not individually Trustee and not individually

/s/ James S. Howell /s/ Michael S. Scofield
James S. Howell Michael S. Scofield
Trustee and not individually Trustee and not individually

/s/ Leroy Keith, Jr. /s/ Richard J. Shima
Leroy Keith, Jr. Richard J. Shima
Trustee and not individually Trustee and not individually

/s/ Gerald M. McDonnell /s/ William W. Pettit
Gerald M. McDonnell William W. Pettit
Trustee and not individually Trustee and not individually

THE PRINCIPAL PLACE OF BUSINESS
OF THE TRUST IS:

200 Berkeley Street
Boston, Massachusetts 02116

<PAGE>

THE PRINCIPAL PLACE OF BUSINESS
OF THE TRUST IS:

200 Berkeley Street
Boston, Massachusetts 02116

POWER OF ATTORNEY

I, the undersigned, hereby constitute Dorothy E. Bourassa, Terrence J.
Cullen, Rosemary D. Van Antwerp, James P. Wallin, Martin J. Wolin and John J.
Pileggi, each of them singly, my true and lawful attorneys, with full power to
them and each of them to sign for me and in my name in the capacity indicated
below any and all registration statements, including, but not limited to, Forms
N-8A, N-8B-1, S-5, N-14 and N-1A, as amended from time to time, and any and all
amendments thereto to be filed with the Securities and Exchange Commission for
the purpose of registering from time to time all investment companies of which I
am now or hereafter a Director or Trustee and for which Keystone Investment
Management Company, Evergreen Asset Management Corp. or First Union National
Bank of North Carolina serves as Adviser or Manager and registering from time to
time the shares of such companies, and generally to do all such things in my
name and on my behalf to enable such investment companies to comply with the
provisions of the Securities Act of 1933, as amended, the Investment Company Act
of 1940, as amended, and all requirements and regulations of the Securities and
Exchange Commission thereunder, hereby ratifying and confirming my signature as
it may be signed by my said attorneys to any and all registration statements and
amendments thereto.