- -------------------------------------------------------------------------------
PROSPECTUS June 1, 1998, as amended November 30, 1998
- -------------------------------------------------------------------------------
[LOGO OF EVERGREEN FUNDS APPEARS HERE]
EVERGREEN SELECT MONEY MARKET FUNDS
- -------------------------------------------------------------------------------
EVERGREEN SELECT MONEY MARKET FUND
EVERGREEN SELECT MUNICIPAL MONEY MARKET FUND
EVERGREEN SELECT TREASURY MONEY MARKET FUND
EVERGREEN SELECT 100% TREASURY MONEY MARKET FUND
EVERGREEN SELECT U.S. GOVERNMENT MONEY MARKET FUND
(EACH A "FUND," TOGETHER THE "FUNDS")
INSTITUTIONAL SHARES
This prospectus contains important information about the Institutional
Shares of Evergreen Select Money Market Fund, Evergreen Select Municipal Money
Market Fund, Evergreen Select Treasury Money Market Fund, Evergreen Select
100% Treasury Money Market Fund and Evergreen Select U.S. Government Money
Market Fund, including how the Funds invest and services available to
shareholders. Please read this prospectus before investing, and keep it for
future reference.
When you consider investing in a Fund, remember that the higher the risk
of losing money, the higher the potential reward. The reverse is also
generally true: the lower the risk, the lower the potential reward.
By itself, no Fund is a complete investment plan. When considering an
investment in a Fund, remember to consider your overall investment objectives
and any other investments you own. You should also carefully evaluate your
ability to handle the risks posed by your investment in the Funds. You can
find information on the risks associated with investing in the Funds in the
section entitled "Fund Descriptions."
To learn more about the Funds, call 1-800-343-2898 for a free copy of the
Funds' Statement of Additional Information ("SAI") dated June 1, 1998, as
amended November 30, 1998, and as supplemented from time to time. The Funds
have filed the SAI with the Securities and Exchange Commission. The SAI is
incorporated by reference herein (i.e., legally, the SAI is part of this
prospectus).
PLEASE REMEMBER THAT SHARES OF THE FUNDS ARE:
. NOT DEPOSITS OR OBLIGATIONS OF ANY BANK.
. NOT ENDORSED OR GUARANTEED BY ANY BANK.
. NOT INSURED OR OTHERWISE PROTECTED BY THE FEDERAL DEPOSIT INSURANCE
CORPORATION, THE FEDERAL RESERVE BOARD OR ANY OTHER GOVERNMENT AGENCY.
. SUBJECT TO INVESTMENT RISKS, INCLUDING POSSIBLE LOSS OF THE PRINCIPAL
AMOUNT.
AN INVESTMENT IN A FUND IS NEITHER INSURED NOR GUARANTEED BY THE U.S.
GOVERNMENT, AND THERE CAN BE NO ASSURANCE THAT A 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 NOR HAS THE SECURITIES AND EXCHANGE COMMISSION PASSED UPON
THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
<PAGE>
TABLE OF CONTENTS
-----------------
<TABLE>
<S> <C>
EXPENSES................................................................ 3
FINANCIAL HIGHLIGHTS.................................................... 5
FUND DESCRIPTIONS....................................................... 7
Each Fund's Objective and Principal
Investments.......................................................... 7
Securities and Investment Practices.................................. 7
BUYING AND SELLING SHARES............................................... 9
How To Buy Shares.................................................... 9
How To Redeem Shares................................................. 10
Additional Transaction Policies...................................... 11
Exchanges............................................................ 11
Dividends............................................................ 12
Taxes................................................................ 12
Shareholder Services................................................. 12
FUND DETAILS............................................................ 13
Fund Organization and Service Providers.............................. 13
Other Information and Policies....................................... 14
Fund Performance..................................................... 14
</TABLE>
2
<PAGE>
- -------------------------------------------------------------------------------
EXPENSES
- -------------------------------------------------------------------------------
Below are the shareholder transaction costs associated with an investment
in Institutional Shares of the Funds.
<TABLE>
<S> <C>
SHAREHOLDER TRANSACTION EXPENSES
Maximum Sales Charge Imposed on Purchases None
Sales Charge on Dividend Reinvestments None
Contingent Deferred Sales Charge None
Redemption Fee None
Exchange Fee None
</TABLE>
The table below shows the expenses attributable to the Institutional
Shares of each Fund for the fiscal year ended February 28, 1998 or, in the
case of EVERGREEN SELECT 100% TREASURY MONEY MARKET FUND, the fiscal period
from December 8, 1997 (commencement of class operations) to February 28, 1998.
For EVERGREEN SELECT U.S. GOVERNMENT MONEY MARKET FUND, the table shows the
estimated annual operating expenses for the fiscal period ending February 28,
1999. The actual annual operating expenses shown on the left are expressed as
a percentage of each Fund's average net assets. The examples on the right show
what you would pay if you invested $1,000 over the periods indicated. The
examples assume a 5% average annual return, reinvestment of all dividends and
redemption at the end of each period.
EVERGREEN SELECT MONEY MARKET FUND
<TABLE>
<CAPTION>
ANNUAL OPERATING
EXPENSES
(AFTER REIMBURSEMENTS) * EXAMPLE
------------------------ -------
<S> <C> <C> <C>
Management Fee .12% After 1 Year $ 2
Other Expenses .08% After 3 Years $ 6
--- After 5 Years $11
Total .20% After 10 Years $26
===
</TABLE>
EVERGREEN SELECT MUNICIPAL MONEY MARKET FUND
<TABLE>
<CAPTION>
ANNUAL OPERATING
EXPENSES
(AFTER REIMBURSEMENTS) * EXAMPLE
------------------------ -------
<S> <C> <C> <C>
Management Fee .00% After 1 Year $ 1
Other Expenses .10% After 3 Years $ 3
--- After 5 Years $ 6
Total .10% After 10 Years $13
===
</TABLE>
EVERGREEN SELECT TREASURY MONEY MARKET FUND
<TABLE>
<CAPTION>
ANNUAL OPERATING
EXPENSES
(AFTER REIMBURSEMENTS) * EXAMPLE
------------------------ -------
<S> <C> <C> <C>
Management Fee .10% After 1 Year $ 2
Other Expenses .08% After 3 Years $ 6
--- After 5 Years $10
Total .18% After 10 Years $23
===
</TABLE>
3
<PAGE>
EVERGREEN SELECT 100% TREASURY MONEY MARKET FUND
<TABLE>
<CAPTION>
ANNUAL OPERATING
EXPENSES
(AFTER REIMBURSEMENTS)* EXAMPLE
----------------------- -------
<S> <C> <C> <C>
Management Fee .00% After 1 Year $ 2
Other Expenses .20% After 3 Years $ 6
--- After 5 Years $11
Total .20% After 10 Years $26
===
</TABLE>
EVERGREEN SELECT U.S. GOVERNMENT MONEY MARKET FUND
<TABLE>
<CAPTION>
ESTIMATED
ANNUAL OPERATING
EXPENSES
(AFTER REIMBURSEMENTS) * EXAMPLE
------------------------ -------
<S> <C> <C> <C>
Management Fees .05% After 1 Year $ 2
Other Expenses .15% After 3 Years $ 6
---
Total .20%
===
</TABLE>
- -------
* From time to time, each Fund's investment advisor may, at its discretion,
reduce or waive its fees or reimburse a Fund for certain of its expenses,
including indirectly paid expenses, in order to reduce expense ratios. Each
Fund's investment advisor may cease these waivers and reimbursements at any
time. The annual operating expenses reflect fee waivers and expense
reimbursements. Absent such waivers, the management fees, other expenses and
total operating expenses for EVERGREEN SELECT MONEY MARKET FUND would be
.15%, .08% and .23%, respectively; for EVERGREEN SELECT MUNICIPAL MONEY
MARKET FUND, .15%, .11% and .26%, respectively; for EVERGREEN SELECT
TREASURY MONEY MARKET FUND, .15%, .08% and .23%, respectively; for EVERGREEN
SELECT 100% TREASURY MONEY MARKET FUND, .25%, .35% and .60%, respectively;
and for EVERGREEN SELECT U.S. GOVERNMENT MONEY MARKET FUND, .15%, .15% and
.30%, respectively.
The above table shows the costs and expenses you would pay directly or
indirectly if you invested in Institutional Shares of a Fund. THE EXAMPLES DO
NOT REPRESENT PAST OR FUTURE EXPENSES. ACTUAL EXPENSES MAY BE GREATER OR LESS
THAN THOSE SHOWN.
4
<PAGE>
- -------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
- -------------------------------------------------------------------------------
The following tables present financial highlights for a share outstanding
throughout each period indicated for the life of each Fund with the exception
of EVERGREEN SELECT U.S. GOVERNMENT MONEY MARKET FUND. The information has
been audited by PricewaterhouseCoopers LLP, each Fund's independent
accountant. A report of PricewaterhouseCoopers LLP on the audited information
is incorporated by reference in the Funds' SAI. These tables should be read in
conjunction with the financial statements and related notes which are also
incorporated by reference in the Funds' SAI.
Further information about each Fund's performance is contained in the
Fund's Annual Report to shareholders, which may be obtained without charge.
EVERGREEN SELECT MONEY MARKET FUND -- INSTITUTIONAL SHARES
<TABLE>
<CAPTION>
NOVEMBER 19, 1996
SIX MONTHS (COMMENCEMENT OF
ENDED CLASS OPERATIONS)
AUGUST 31, 1998 YEAR ENDED THROUGH
(UNAUDITED) FEBRUARY 28, 1998 FEBRUARY 28, 1997
--------------- ----------------- -----------------
<S> <C> <C> <C>
PER SHARE DATA:
NET ASSET VALUE BEGINNING
OF PERIOD................ $1.000 $1.000 $1.000
---------- ---------- --------
Income from investment
operations
Net investment income.... 0.028 0.056 0.015
Less distributions from
net investment income... (0.028) (0.056) (0.015)
---------- ---------- --------
Net asset value end of
period................... $1.000 $1.000 $1.000
========== ========== ========
TOTAL RETURN.............. 2.80% 5.71% 1.57%
RATIOS/SUPPLEMENTAL DATA:
Ratios to average net
assets:
Total expenses........... 0.21%(a) 0.20% 0.07%(a)
Total expenses excluding
indirectly paid
expenses................ 0.21%(a) 0.20% --
Total expenses excluding
waivers and/or
reimbursements.......... 0.21%(a) 0.23% 0.43%(a)
Net investment income.... 5.52%(a) 5.60% 5.48%(a)
NET ASSETS END OF PERIOD
(THOUSANDS).............. $1,845,028 $1,051,741 $575,331
========== ========== ========
</TABLE>
- -------
(a) Annualized.
EVERGREEN SELECT MUNICIPAL MONEY MARKET FUND -- INSTITUTIONAL SHARES
<TABLE>
<CAPTION>
NOVEMBER 20, 1996
SIX MONTHS (COMMENCEMENT OF
ENDED CLASS OPERATIONS)
AUGUST 31, 1998 YEAR ENDED THROUGH
(UNAUDITED) FEBRUARY 28, 1998 FEBRUARY 28, 1997
--------------- ----------------- -----------------
<S> <C> <C> <C>
PER SHARE DATA:
NET ASSET VALUE BEGINNING
OF PERIOD................. $1.000 $1.000 $1.000
-------- -------- --------
Income from investment
operations
Net investment income..... 0.018 0.036 0.010
Less distributions from
net investment income.... (0.018) (0.036) (0.010)
-------- -------- --------
Net asset value end of
period.................... $1.000 $1.000 $1.000
======== ======== ========
TOTAL RETURN............... 1.82% 3.67% 0.96%
RATIOS/SUPPLEMENTAL DATA:
Ratios to average net
assets:
Total expenses............ 0.11%(a) 0.10% 0.05%(a)
Total expenses excluding
indirectly paid
expenses................. 0.11%(a) 0.10% --
Total expenses excluding
waivers and/or
reimbursements........... 0.25%(a) 0.26% 0.45%(a)
Net investment income..... 3.65%(a) 3.63% 3.50%(a)
NET ASSETS END OF PERIOD
(THOUSANDS)............... $649,169 $441,988 $206,124
======== ======== ========
</TABLE>
- -------
(a) Annualized.
5
<PAGE>
EVERGREEN SELECT TREASURY MONEY MARKET FUND -- INSTITUTIONAL SHARES
<TABLE>
<CAPTION>
NOVEMBER 20, 1996
SIX MONTHS (COMMENCEMENT OF
ENDED CLASS OPERATIONS)
AUGUST 31, 1998 YEAR ENDED THROUGH
(UNAUDITED) FEBRUARY 28, 1998 FEBRUARY 28, 1997
--------------- ----------------- -----------------
<S> <C> <C> <C>
PER SHARE DATA:
NET ASSET VALUE BEGINNING
OF PERIOD................ $1.000 $1.000 $1.000
---------- ---------- --------
Income from investment
operations
Net investment income.... 0.027 0.055 0.015
Less distributions from
net investment income... (0.027) (0.055) (0.015)
---------- ---------- --------
Net asset value end of
period................... $1.000 $1.000 $1.000
========== ========== ========
TOTAL RETURN.............. 2.72% 5.51% 1.49%
RATIOS/SUPPLEMENTAL DATA:
Ratios to average net
assets:
Total expenses........... 0.23%(a) 0.18% 0.06%(a)
Total expenses excluding
indirectly paid
expenses................ 0.23%(a) 0.18% --
Total expenses excluding
waivers and/or
reimbursements.......... 0.25%(a) 0.23% 0.45%(a)
Net investment income.... 5.69%(a) 5.42% 5.24%(a)
NET ASSETS END OF PERIOD
(THOUSANDS).............. $1,799,286 $1,256,701 $367,771
========== ========== ========
</TABLE>
- -------
(a) Annualized.
EVERGREEN SELECT 100% TREASURY MONEY MARKET FUND -- INSTITUTIONAL SHARES
<TABLE>
<CAPTION>
DECEMBER 8, 1997
(COMMENCEMENT OF
CLASS
SIX MONTHS OPERATIONS)
ENDED THROUGH
AUGUST 31, 1998 FEBRUARY 28,
(UNAUDITED) 1998
--------------- ----------------
<S> <C> <C>
PER SHARE DATA:
NET ASSET VALUE BEGINNING OF PERIOD........... $1.000 $1.000
-------- --------
Income from investment operations
Net investment income........................ 0.025 0.012
Less distributions from net investment
income...................................... (0.025) (0.012)
-------- --------
Net asset value end of period................. $1.000 $1.000
======== ========
TOTAL RETURN.................................. 2.54% 1.18%
RATIOS/SUPPLEMENTAL DATA:
Ratios to average net assets:
Total expenses............................... 0.20%(a) 0.20%(a)
Total expenses excluding indirectly paid
expenses.................................... 0.20%(a) 0.20%(a)
Total expenses excluding waivers and/or
reimbursements.............................. 0.38%(a) 0.60%(a)
Net investment income........................ 5.01%(a) 5.18%(a)
NET ASSETS END OF PERIOD (THOUSANDS).......... $357,754 $245,004
======== ========
</TABLE>
- -------
(a) Annualized.
6
<PAGE>
- -------------------------------------------------------------------------------
FUND DESCRIPTIONS
- -------------------------------------------------------------------------------
EACH FUND'S OBJECTIVE AND PRINCIPAL INVESTMENTS
Each Fund's investment objective is nonfundamental, which means the
objective can be changed without a shareholder vote. There can be no assurance
that a Fund's investment objective will be achieved.
Each Fund has also adopted fundamental investment policies designed to
limit a Fund's exposure to risk. Fundamental policies can be changed only with
a shareholder vote. For more information about investment policies, see
"Securities and Investment Practices" below and the SAI.
EVERGREEN SELECT MONEY MARKET FUND seeks as high a level of current
income as is consistent with preserving capital and providing liquidity. The
Fund will invest principally in short-term corporate debt securities.
EVERGREEN SELECT MUNICIPAL MONEY MARKET FUND seeks as high a level of
current income exempt from federal income tax as is consistent with preserving
capital and providing liquidity. The Fund will invest principally in municipal
obligations. Under normal circumstances, at least 80% of the Fund's annual
interest income will be exempt from federal income tax other than the federal
alternative minimum tax.
EVERGREEN SELECT TREASURY MONEY MARKET FUND seeks to maintain stability
of principal while earning current income. The Fund will invest in short-term
U.S. Treasury obligations and repurchase agreements backed by such
obligations.
EVERGREEN SELECT 100% TREASURY MONEY MARKET FUND seeks to maintain
stability of principal while earning current income. The Fund will invest only
in U.S. Treasury securities.
EVERGREEN SELECT U.S. GOVERNMENT MONEY MARKET FUND seeks as high a level
of current income as is consistent with the preservation of capital and the
maintenance of liquidity. The Fund will invest exclusively in securities
issued or guaranteed by the U.S. government, its agencies or
instrumentalities.
In addition, each Fund seeks to maintain a stable net asset value of
$1.00 per share. THERE IS NO ASSURANCE THAT A FUND WILL MAINTAIN A STABLE NET
ASSET VALUE OF $1.00 PER SHARE.
Each Fund will invest in short-term securities that are determined to
present minimal credit risk and are, at the time of acquisition, eligible
securities pursuant to Rule 2a-7 under the Investment Company Act of 1940, as
amended ("Rule 2a-7"). Short-term securities are those having remaining
maturities of 397 days or less. Each Fund will also comply with the
diversification requirements and other applicable requirements prescribed by
Rule 2a-7.
SECURITIES AND INVESTMENT PRACTICES
You can find more information about the types of securities in which each
Fund may invest, the types of investment techniques each Fund may employ in
pursuit of its objective and a summary of related risks set forth below. The
Funds' SAI contains additional information about these investments and
investment techniques.
U.S. Government Securities. Securities issued or guaranteed by the U.S.
government or its agencies or instrumentalities may be supported by the full
faith and credit of the U.S. government, by the right of the issuer to borrow
from the Treasury, or only by the credit of the agency or instrumentality
itself. EVERGREEN SELECT TREASURY MONEY MARKET FUND and EVERGREEN SELECT 100%
TREASURY MONEY MARKET FUND will invest only in U.S. Treasury securities, which
are high quality debt securities issued by the U.S. Treasury, guaranteed as to
principal and interest, and supported by the full faith and credit of the U.S.
government. EVERGREEN SELECT MONEY MARKET FUND, EVERGREEN SELECT MUNICIPAL
MONEY MARKET FUND and EVERGREEN SELECT U.S. GOVERNMENT MONEY MARKET FUND may
invest in any security issued or guaranteed by the U.S. government or its
agencies or instrumentalities.
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
7
<PAGE>
fixed-income securities. However, since U.S. government securities are of the
highest credit quality, the credit risk is minimal. THE U.S. GOVERNMENT DOES
NOT GUARANTEE THE NET ASSET VALUE OF THE FUNDS' SHARES.
Included among the U.S. government agencies and instrumentalities in
whose securities EVERGREEN SELECT MONEY MARKET FUND and EVERGREEN SELECT U.S.
GOVERNMENT MONEY MARKET FUND may invest are the Interamerican Development Bank
and the International Bank for Reconstruction and Development. Obligations of
these banks are supported only by the appropriated but unpaid commitments of
its member countries. There are no assurances that the commitments will be
undertaken in the future.
Municipal Obligations. EVERGREEN SELECT MUNICIPAL MONEY MARKET FUND may invest
in municipal bonds, notes and commercial paper issued by or for any state,
territory or possession of the U.S. (including the District of Columbia) and
their political subdivisions, agencies and instrumentalities. Municipal
obligations are issued by or for state or local governments to support general
financial needs or to pay for public projects or facilities.
Municipal bonds are mainly divided between "general obligation" and
"revenue" bonds. General obligation bonds are backed by the full faith and
credit of governmental issuers with the power to tax. They are repaid from the
issuer's general revenues. Payment, however, may be dependent upon legislative
approval and may be subject to limitations on the issuer's taxing power.
Revenue bonds are supported only by the revenues generated by the project or
facility.
Municipal notes and commercial paper are short-term debt instruments
issued in anticipation of taxes and other revenues.
Taxable Investments. EVERGREEN SELECT MUNICIPAL MONEY MARKET FUND may
temporarily invest up to 20% of its net assets in taxable securities under any
one or more of the following circumstances: (a) pending investment of proceeds
of sale of Fund shares or of portfolio securities, (b) pending settlement of
purchases of portfolio securities, and (c) to maintain liquidity for the
purpose of meeting anticipated redemptions. The Fund may temporarily invest
more than 20% of its total assets in taxable securities for defensive
purposes. The Fund may invest for defensive purposes during periods when its
assets available for investment exceed the available municipal securities that
meet the Fund's quality and other investment criteria. Taxable securities in
which the Fund may invest on a short-term basis include obligations of the
U.S. government, its agencies or instrumentalities, including repurchase
agreements with banks or securities dealers involving such securities; time
deposits maturing in not more than seven days; other debt securities rated
within the two highest ratings categories by any nationally recognized
statistical rating organization; commercial paper rated in the highest grade
by Moody's Investors Service, Inc. or Standard & Poor's Ratings Services; and
certificates of deposit issued by U.S. branches of U.S. banks with assets of
$1 billion or more.
Other Eligible Securities. EVERGREEN SELECT MONEY MARKET FUND may also invest
in corporate debt securities, commercial paper and bank obligations.
Borrowing. Each Fund may borrow from banks in an amount up to 33 1/3% of its
total assets, taken at market value. Each Fund may also borrow an additional
5% of its total assets from banks or others. A Fund may only borrow as a
temporary measure for extraordinary or emergency purposes such as the
redemption of Fund shares. A Fund may purchase additional securities so long
as borrowings do not exceed 5% of total assets.
Securities Lending. To generate income and offset expenses, each Fund may lend
securities to broker-dealers and other financial institutions. Loans of
securities by a Fund may not exceed 33 1/3% of the value of the Fund's total
assets. While securities are on loan, the borrower will pay the Fund any
income accruing on the security. Also, the Fund may invest any collateral it
receives in additional securities.
Gains or losses in the market value of a lent security will affect a Fund
and its shareholders. When a Fund lends its securities, it may not be able to
retrieve the securities on a timely basis, possibly losing the opportunity to
sell the securities at a desirable price. Also, if the borrower files for
bankruptcy or becomes insolvent, the Fund's ability to dispose of the
securities may be delayed.
Investing in Securities of Other Investment Companies. Each Fund may invest in
securities of other investment companies. As a shareholder of another
investment company, a Fund would pay its portion of the other
8
<PAGE>
investment company's expenses. These expenses would be in addition to the
expenses that the Fund currently pays for its own operations and may result in
some duplication of fees.
When-Issued, Delayed-Delivery and Forward Commitment Transactions. Each Fund
may enter into transactions whereby it commits to buying a security, but does
not pay for or take delivery of the security until some specified date in the
future. The value of these securities is subject to market fluctuation during
this period and no income accrues to a Fund until settlement. At the time of
settlement, a when-issued security may be valued at less than its purchase
price. When entering into these transactions, a Fund relies on the other party
to consummate the transaction; if the other party fails to do so, the Fund may
be disadvantaged. Each Fund does not intend to purchase when-issued securities
for speculative purposes, but only in furtherance of its investment objective.
Repurchase Agreements. The Funds may invest in repurchase agreements. A
repurchase agreement is an agreement by which a Fund purchases a security
(usually U.S. government securities) for cash and obtains a simultaneous
commitment from the seller (usually a bank or broker-dealer) to repurchase the
security at an agreed-upon price and specified future date. The repurchase
price reflects an agreed-upon interest rate for the time period of the
agreement. A Fund's risk is the inability of the seller to pay the agreed-upon
price on the delivery date. However, this risk is tempered by the ability of a
Fund to sell the security in the open market in the case of a default. In such
case, a Fund may incur costs in disposing of the security which would increase
Fund expenses. A Fund's Investment advisor will monitor the creditworthiness
of the firms with which the Fund enters into repurchase agreements.
Reverse Repurchase Agreements. Each Fund may enter into reverse repurchase
agreements. A reverse repurchase agreement is an agreement by a Fund to sell a
security and repurchase it at a specified time and price. A Fund could lose
money if the market values of the securities it sold decline below their
repurchase prices. Reverse repurchase agreements may be considered a form of
borrowing, and, therefore, a form of leverage. Leverage may magnify gains or
losses of the Fund.
Other Investment Restrictions. Each Fund has adopted additional investment
restrictions and guidelines that are set forth in the SAI.
Risks of Debt Securities. When a Fund buys a debt security, it generally
expects a variable or fixed rate of interest and repayment of the principal at
maturity. The main risks of investing in debt securities are:
. Interest Rate Risk: The risk that a bond's prices will fall when
interest rates rise, and vice versa. Debt securities have varying
levels of sensitivity to interest rates. Longer-term bonds are
generally more sensitive to changes in interest rates than short term
bonds.
. Credit Risk: The chance that the issuer of a bond will have its credit
rating downgraded or will default (fail to make scheduled interest and
principal payments), potentially reducing a Fund's income and/or share
price.
- -------------------------------------------------------------------------------
BUYING AND SELLING SHARES
- -------------------------------------------------------------------------------
HOW TO BUY SHARES
Institutional investors may buy Institutional Shares of the Funds through
broker-dealers, banks and certain other financial intermediaries, or directly
through the Funds' distributor, Evergreen Distributor, Inc. ("EDI"). Investors
may purchase Institutional Shares at the public offering price, which equals
the class's net asset value per share ("NAV"). See "Offering Price and Other
Purchase Information" below.
Minimum Investment. The minimum initial investment in Institutional Shares is
$1 million, which may be waived in certain situations. There is no minimum
amount required for subsequent purchases.
Opening an Account. You may open an account by mailing a signed account
application to the particular Fund c/o Evergreen Service Company, P.O. Box
2121, Boston, Massachusetts 02106-2121. You may obtain an account application
by calling 1-800-633-2700.
9
<PAGE>
Except as provided below, you can purchase shares only by wiring federal
funds to Evergreen Service Company (the "Service Company"). You may obtain
wiring instructions by calling 1-800-633-2700. When you call, the Service
Company representative will ask you for the following information: name of
authorized person; shareholder name; shareholder account number; name of the
Fund and share class; amount being wired; and wiring bank name.
Offering Price and Other Purchase Information. When you buy a Fund's shares,
you pay its NAV next determined after the Fund receives and accepts your
order. Each 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.
You may, at a Fund's discretion, pay for shares of a Fund with securities
instead of cash. Additionally, if you want to buy a Fund's shares equal in
amount to $5 million or more the Fund may require you to pay for those shares
with securities instead of cash. A Fund will only accept securities that are
consistent with its investment objective, policies and restrictions. Also, a
Fund will value the securities in the manner described under "How the Funds
Calculate Their NAV." Investors who receive a Fund's shares for securities
instead of cash may pay such transaction costs as broker's commissions, taxes
or governmental fees.
HOW TO REDEEM SHARES
You may redeem shares of a Fund by mail, telephone or other types of
telecommunication. Once a redemption request has been telephoned, mailed or
otherwise transmitted, it may not be changed or canceled.
Mail Redemptions. You may redeem shares on each day that the NYSE is open by
mailing a written request to the Service Company at the following address:
Evergreen Service Company
P.O. Box 2121
Boston, Massachusetts 02106-2121
The signatures on the written request must be properly guaranteed, as
described below.
How To Redeem By Telephone. You may redeem your shares by calling 1-800-633-
2700 between the hours of 9:00 a.m. and 5:00 p.m. (eastern time) on each
business day. You may also redeem shares by sending a facsimile to (617) 210-
2708 or by other means of wire communication. You must state the Fund and
class from which you want to redeem, the number or dollar amount of shares you
want to redeem and your account number. The telephone redemption service is
not available to you automatically. You must elect it on your account
application.
If you are unable to reach the Funds or the Service Company by telephone,
you should redeem by mail.
The Service Company will wire your redemption proceeds to the commercial
bank account designated on the account application. If the Service Company
deems it appropriate, it may require additional documentation. Although at
present the Service Company pays the wire costs involved, it reserves the
right at any time to require the shareholder to pay such costs.
Redemption Value and Other Redemption Policies. When you sell shares, you
receive the NAV next computed after a Fund receives your request. Since each
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. (eastern
time). Generally, the Fund pays redemption proceeds within seven days.
Redemption requests received after 4:00 p.m. (eastern time) will be processed
using the NAV determined on the next business day.
The Funds may, at any time, change, suspend or terminate any of the
redemption methods described in this prospectus, except redemptions by mail.
For more information, see "How the Funds Calculate Their NAV."
The Funds may, at their discretion, pay your redemption proceeds with
securities instead of cash. However, each Fund is obligated to redeem shares
solely in cash up to the lesser of $250,000 or 1% of a Fund's total net assets
during any ninety-day period for any one shareholder. See the SAI for further
details.
10
<PAGE>
Except as otherwise noted, neither the Funds, the Service Company nor the
Funds' distributor assumes responsibility for the authenticity of any
instructions received by any of them from a shareholder by telephone. The
Service Company will employ reasonable procedures to confirm that instructions
received over the telephone or otherwise are genuine. Neither the Funds, the
Service Company nor the Funds' distributor will be liable when following
instructions received by telephone or otherwise that the Service Company
reasonably believes to be genuine.
Shareholders may only change information contained in their account
registration (such as the bank account designated to receive wire redemption
proceeds) by writing to the Service Company. Signatures on such written
instructions must be guaranteed.
The Funds may temporarily suspend the right to redeem shares when:
(1)the NYSE is closed, other than customary weekend and holiday closings;
(2)trading on the NYSE is restricted;
(3)an emergency exists and the Funds cannot dispose of their investments
or fairly determine their value; or
(4)the SEC so orders.
ADDITIONAL TRANSACTION POLICIES
How the Funds Calculate Their NAV. A Fund's NAV equals the value of its shares
without sales charges. A Fund calculates its NAV by adding up the total value
of its investments and other assets, subtracting its liabilities and then
dividing the result by the number of shares outstanding. All expenses,
including fees paid to the Fund's investment advisor, are accrued daily. Each
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 each Fund's portfolio are valued on an amortized cost
basis according to Rule 2a-7 under the Investment Company Act of 1940. 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.
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 a Fund for Institutional Shares
of any other Evergreen "Select" fund. You may exchange your shares through
your broker-dealer, by mail or by telephone. All exchange orders must comply
with the applicable requirements for purchases and redemptions and must
include your account number, the number or value of shares to be exchanged,
the class of shares, and the funds to and from which you wish to exchange.
Exchanges will be based on the relative NAV of the shares exchanged next
determined after the exchange request is received. Once an exchange request
has been telephoned or mailed, it may not be changed or canceled.
Signatures on exchange orders must be guaranteed, as described above.
The Funds reserve the right to change or revoke the exchange privilege of
any shareholder or to limit or revoke any exchange. Currently, you may not
make more than five exchanges in a calendar year or three exchanges in a
calendar quarter.
Please read the prospectus of the fund that you want to exchange into
before requesting your exchange.
For federal income tax purposes, an exchange is treated as a sale for
taxable investors.
11
<PAGE>
DIVIDENDS
As a shareholder, you are entitled to your share of earnings on a Fund's
investments. You receive such earnings as either an income dividend or a
capital gains distribution. Income dividends come from the dividends that a
Fund earns from its stocks plus any interest it receives from its bonds. A
Fund realizes a capital gain whenever it sells a security for a higher price
than its tax basis.
Dividend Schedule. Each Fund declares dividends from its net investment income
daily and pays such dividends monthly. Each Fund pays shareholders its net
capital gains at least once a year.
Payment Options. Unless you select another option on your account application,
your dividends and capital gains will be reinvested in additional shares of
the same class of the same Fund. Shareholders will receive dividends on
investments made by federal funds bank wire the same day the wire is received
provided that wire purchases are received by State Street Bank and Trust
Company, custodian for the Funds, by 12 noon (eastern time). Shares purchased
by qualified institutions via telephone will receive the dividend declared on
that day if the telephone order is placed by 12 noon (eastern time), and
federal funds are received by 4:00 p.m. (eastern time). All other wire
purchases received after 12 noon (eastern time) will earn dividends beginning
the following business day. Dividends accruing on the day of redemption will
be paid to redeeming shareholders except for redemptions where proceeds are
wired the same day.
You may elect to receive some or all of your dividends and capital gains
in cash. Should you select this option, a check will be mailed to you or your
agent or trustee no later than seven days after the payment date.
TAXES
EVERGREEN SELECT 100% TREASURY MONEY MARKET FUND and EVERGREEN SELECT
U.S. GOVERNMENT MONEY MARKET FUND intend to qualify, and each of the other
Funds has qualified and intends to continue to qualify, as regulated
investment companies ("RICs") under Subchapter M of the Internal Revenue Code
of 1986, as amended. As long as a Fund qualifies as a RIC and distributes
substantially all of its net investment income and capital gains, it will not
pay federal income taxes on the earnings it distributes to shareholders.
Distributions to shareholders, whether taken in cash or reinvested in
shares, are generally considered taxable for federal income tax purposes as
follows:
. Income distributions and net short-term capital gains are taxable as
ordinary income.
. 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 advisor for specific guidance as to the tax consequences of
your investment in a Fund.
EVERGREEN SELECT MUNICIPAL MONEY MARKET FUND will designate and pay
exempt-interest dividends derived from interest earned on qualifying tax
exempt obligations. Such exempt-interest dividends may be excluded by
shareholders of the Fund from their gross income for federal income tax
purposes. However, (1) all or a portion of such exempt-interest dividends may
be a specific preference item for purposes of the federal individual and
corporate alternative minimum taxes to the extent that they are derived from
certain types of private activity bonds issued after August 7, 1986, and (2)
all exempt-interest dividends will be a component of "adjusted current
earnings" for purposes of the federal corporate alternative minimum tax.
Dividends paid from taxable income, if any, and distributions of any net
realized short-term capital gains (whether from tax exempt or taxable
obligations) are taxable as ordinary income, even though received in
additional Fund shares. Market discount recognized on taxable and tax-free
bonds is taxable as ordinary income, not as excludable income.
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.
12
<PAGE>
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 use the Service Company's
subaccounting facilities will be required to enter into a separate agreement,
with the charges to be determined on the basis of the level of services to be
rendered. Subaccounts may be opened with the initial investment or at a later
date and may be established by an investor with registration either by name or
by number.
- -------------------------------------------------------------------------------
FUND DETAILS
- -------------------------------------------------------------------------------
FUND ORGANIZATION AND SERVICE PROVIDERS
Fund Structure. Each Fund is an investment pool, which invests shareholders'
money towards a specified goal. Each Fund is a diversified series of an open-
end, management investment company called Evergreen Select Money Market Trust
(the "Trust"). The Trust is a Delaware business trust organized on September
18, 1997.
Board of Trustees. The Trust is supervised by a Board of Trustees that is
responsible for representing the interests of shareholders. The Trustees meet
periodically throughout the year to oversee each Fund's activities, reviewing,
among other things, its performance and its contractual arrangements with
various service providers.
Shareholder Rights. All shareholders participate equally in distributions from
a Fund's assets and have equal voting, liquidation and other rights. Each
share is entitled to one vote for each dollar of NAV applicable to such share.
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. Fund shares
are redeemable, transferable and freely assignable as collateral. The Trust
may establish additional classes or series of shares.
The Funds do not hold annual shareholder meetings; a Fund may, however,
hold special meetings for such purposes as electing or removing Trustees,
changing fundamental policies and approving investment advisory agreements or
12b-1 plans. In addition, the Funds are prepared to assist shareholders in
communicating with one another for the purpose of convening a meeting to elect
Trustees.
Advisor. The investment advisor to each Fund is First Union National Bank
("FUNB"), a subsidiary of First Union Corporation ("First Union"). First Union
is located at 301 South College Street, and FUNB at 201 South College Street,
Charlotte, North Carolina 28288-0630. First Union and its subsidiaries provide
a broad range of financial services to individuals and businesses throughout
the U.S.
FUNB is entitled to receive from each Fund an advisory fee based on a
percentage of each Fund's average daily net assets. Computed daily and paid
monthly, the fee is 0.15% for EVERGREEN SELECT MONEY MARKET FUND, EVERGREEN
SELECT MUNICIPAL MONEY MARKET FUND, EVERGREEN SELECT TREASURY MONEY MARKET
FUND and EVERGREEN SELECT U.S. GOVERNMENT MONEY MARKET FUND. The fee is 0.25%
for EVERGREEN SELECT 100% TREASURY MONEY MARKET FUND, but FUNB currently
limits the fee for EVERGREEN SELECT 100% TREASURY MONEY MARKET FUND to 0.15%.
FUNB may, however, modify or cancel this limit at any time.
Distributor. Evergreen Distributor, Inc., 125 West 55th Street, New York, New
York 10019, markets the Funds and distributes their shares through broker-
dealers, financial planners and other financial representatives. Evergreen
Distributor, Inc. is a subsidiary of The BISYS Group, Inc. and is not
affiliated with First Union.
Transfer Agent. Evergreen Service Company, 200 Berkeley Street, Boston, MA
02116-5034, handles shareholder services, including record keeping and account
statements, distribution of dividends and capital gains and processing of
transactions.
Administrator. Evergreen Investment Services, Inc. ("EIS"), subject to the
supervision and control of the Trust's Board of Trustees, provides the Funds
with facilities, equipment and personnel. For its services as administrator,
EIS is entitled to receive a fee based on the aggregate daily net assets of
all mutual funds administered by EIS
13
<PAGE>
for which any affiliate of FUNB serves as investment advisor. The
administration fee is calculated in accordance with the following schedule:
<TABLE>
<CAPTION>
ADMINISTRATIVE FEE
------------------
<S> <C>
0.050% on the first $7 billion
0.035% on the next $3 billion
0.030% on the next $5 billion
0.020% on the next $10 billion
0.015% on the next $5 billion
0.010% on assets in excess of $30 billion
</TABLE>
Custodian. State Street Bank and Trust Company, P.O. Box 9021, Boston,
Massachusetts 02205-9827, keeps custody of each Fund's securities and cash and
performs other related duties.
OTHER INFORMATION AND POLICIES
Year 2000 Risks. Like other investment companies, financial and business
organizations and individuals around the world, the Funds could be adversely
affected if the computer systems used by the Funds' investment advisor and the
Funds' other service providers do not properly process and calculate date-
related information and data from and after January 1, 2000. This is commonly
known as the "Year 2000 Problem." The Funds' investment advisor is taking
steps to address the Year 2000 Problem with respect to the computer systems
that it uses and to obtain assurances that comparable steps are being taken by
the Funds' other major service providers. At this time, however, there can be
no assurance that these steps will be sufficient to avoid any adverse impact
on the Funds.
Banking Laws. The Glass-Steagall Act and other banking laws and regulations
presently prohibit a bank holding company or its affiliates (a "Bank") from
sponsoring, organizing, controlling, or distributing the shares of a
registered open-end investment company such as each Fund. However, a Bank may
act as investment advisor, transfer agent or custodian to a registered open-
end investment company. A Bank may also purchase shares of such company and
pay third parties for performing these functions.
Securities Transactions. Under policies established by the Trust's Board of
Trustees, FUNB selects broker-dealers to execute portfolio transactions
subject to the receipt of best execution. In so doing, FUNB may select broker-
dealers who are affiliated with FUNB. Moreover, a Fund may pay higher
commissions to broker-dealers that provide research services, which FUNB may
use in advising a Fund or its other clients.
Code of Ethics. The Funds and FUNB have each adopted a code of ethics
incorporating policies on personal securities trading. In general, these codes
of ethics require that certain personnel of the Funds and FUNB (1) abstain
from engaging in certain personal trading practices and (2) report certain
personal trading activities.
Other Classes of Shares. Each Fund offers two classes of shares, Institutional
and Institutional Service. Only Institutional Shares are offered through this
prospectus. Call the Service Company for further information or a prospectus
offering Institutional Service Shares of the Funds.
FUND PERFORMANCE
From time to time, a Fund may quote its yield in advertisements or in
reports to shareholders. Yield information may be useful in reviewing the
performance of a Fund and for providing a basis for comparison with other
investment alternatives. However, since net investment income of a Fund
changes in response to fluctuations in interest rates and Fund expenses, any
given yield quotation should not be considered representative of a Fund's
yields for any future period.
The method of calculating each Fund's yield is set forth in the SAI.
Before investing, the investor may want to determine which investment--tax-
free or taxable--will result in a higher after-tax return. To do this, the
yield on the tax-free investment should be divided by the decimal determined
by subtracting from 1 the highest federal tax rate to which the investor
currently is subject. For example, if the tax-free yield is 6% and the
investor's maximum tax bracket is 36%, the computation is:
6% Tax-Free Yield/(1-.36 Tax Rate) = 6/.64 = 9.38% Taxable Yield
14
<PAGE>
In this example, the investor's after-tax return will be higher from the
6% tax-free investment if available taxable yields are below 9.38%.
Conversely, the taxable investment will provide a higher return when taxable
yields exceed 9.38%. This is only an example and is not necessarily reflective
of a Fund's yield. The tax equivalent yield will be lower for investors in the
lower income brackets.
Comparative performance information may also be used from time to time in
advertising or marketing the Funds' shares, including data from Lipper
Analytical Services, Inc., IBC/Donoghue's Money Fund Report, Bank Rate Monitor
and other industry publications.
For more information on Fund performance, see the SAI.
15
<PAGE>
INVESTMENT ADVISOR
First Union National Bank, 201 South College Street, Charlotte, North Carolina
28288-0630
CUSTODIAN
State Street Bank and Trust Company, P.O. Box 9021, Boston, Massachusetts
02205-9827
TRANSFER AGENT
Evergreen Service Company, 200 Berkeley Street, Boston, Massachusetts, 02116-
5034
LEGAL COUNSEL
Sullivan & Worcester LLP, 1025 Connecticut Avenue, N.W., Washington, D.C. 20036
INDEPENDENT AUDITORS
PricewaterhouseCoopers LLP, 1177 Avenue of the Americas, New York, New York
10036
DISTRIBUTOR
Evergreen Distributor, Inc., 125 West 55th Street, New York, New York 10019
38020
539894RV3
<PAGE>
- -------------------------------------------------------------------------------
PROSPECTUS June 1, 1998, as amended November 30, 1998
- -------------------------------------------------------------------------------
[LOGO OF EVERGREEN FUNDS APPEARS HERE]
EVERGREEN SELECT MONEY MARKET FUNDS
- -------------------------------------------------------------------------------
EVERGREEN SELECT MONEY MARKET FUND
EVERGREEN SELECT MUNICIPAL MONEY MARKET FUND
EVERGREEN SELECT TREASURY MONEY MARKET FUND
EVERGREEN SELECT 100% TREASURY MONEY MARKET FUND
EVERGREEN SELECT U.S. GOVERNMENT MONEY MARKET FUND
(EACH A "FUND," TOGETHER THE "FUNDS")
INSTITUTIONAL SERVICE SHARES
This prospectus contains important information about the Institutional
Service Shares of Evergreen Select Money Market Fund, Evergreen Select
Municipal Money Market Fund, Evergreen Select Treasury Money Market Fund,
Evergreen Select 100% Treasury Money Market Fund and Evergreen Select U.S.
Government Money Market Fund including how the Funds invest and services
available to shareholders. Please read this prospectus before investing, and
keep it for future reference.
When you consider investing in a Fund, remember that the higher the risk
of losing money, the higher the potential reward. The reverse is also
generally true: the lower the risk, the lower the potential reward.
By itself, no Fund is a complete investment plan. When considering an
investment in a Fund, remember to consider your overall investment objectives
and any other investments you own. You should also carefully evaluate your
ability to handle the risks posed by your investment in the Funds. You can
find information on the risks associated with investing in the Funds in the
section entitled "Fund Descriptions."
To learn more about the Funds, call 1-800-343-2898 for a free copy of the
Funds' Statement of Additional Information ("SAI") dated June 1, 1998, as
amended November 30, 1998, and as supplemented from time to time. The Funds
have filed the SAI with the Securities and Exchange Commission. The SAI is
incorporated by reference herein (i.e., legally, the SAI is part of this
prospectus).
PLEASE REMEMBER THAT SHARES OF THE FUNDS ARE:
. NOT DEPOSITS OR OBLIGATIONS OF ANY BANK.
. NOT ENDORSED OR GUARANTEED BY ANY BANK.
. NOT INSURED OR OTHERWISE PROTECTED BY THE FEDERAL DEPOSIT INSURANCE
CORPORATION, THE FEDERAL RESERVE BOARD OR ANY OTHER GOVERNMENT AGENCY.
. SUBJECT TO INVESTMENT RISKS, INCLUDING POSSIBLE LOSS OF THE PRINCIPAL
AMOUNT.
AN INVESTMENT IN A FUND IS NEITHER INSURED NOR GUARANTEED BY THE U.S.
GOVERNMENT, AND THERE CAN BE NO ASSURANCE THAT A 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 NOR HAS THE SECURITIES AND EXCHANGE COMMISSION PASSED UPON
THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
<PAGE>
<TABLE>
TABLE OF CONTENTS
-----------------
<S> <C>
EXPENSES............................................................... 3
FINANCIAL HIGHLIGHTS................................................... 5
FUND DESCRIPTIONS...................................................... 7
Each Fund's Objective and Principal
Investments........................................................ 7
Securities and Investment Practices................................. 7
BUYING AND SELLING SHARES.............................................. 9
How To Buy Shares................................................... 9
How To Redeem Shares................................................ 10
Additional Transaction Policies..................................... 11
Exchanges........................................................... 11
Dividends........................................................... 12
Taxes............................................................... 12
Shareholder Services................................................ 13
FUND DETAILS........................................................... 13
Fund Organization and Service Providers............................. 13
Other Information and Policies...................................... 14
Fund Performance.................................................... 15
</TABLE>
2
<PAGE>
- -------------------------------------------------------------------------------
EXPENSES
- -------------------------------------------------------------------------------
Below are the shareholder transaction costs associated with an investment
in Institutional Service Shares of the Funds.
<TABLE>
<S> <C>
SHAREHOLDER TRANSACTION EXPENSES
Maximum Sales Charge Imposed on Purchases None
Sales Charge on Dividend Reinvestments None
Contingent Deferred Sales Charge None
Redemption Fee None
Exchange Fee None
</TABLE>
The table below shows the expenses attributable to the Institutional
Service Shares of each Fund for the fiscal year ended February 28, 1998 or, in
the case of EVERGREEN SELECT 100% TREASURY MONEY MARKET FUND, the fiscal
period from December 23, 1997 (commencement of class operations) to February
28, 1998. For EVERGREEN SELECT U.S. GOVERNMENT MONEY MARKET FUND the table
shows the estimated annual operating expenses for the fiscal period ending
February 28, 1999. The actual annual operating expenses shown on the left are
expressed as a percentage of each Fund's average net assets. The examples on
the right show what you would pay if you invested $1,000 over the periods
indicated. The examples assume a 5% average annual return, reinvestment of all
dividends and redemption at the end of each period.
EVERGREEN SELECT MONEY MARKET FUND
<TABLE>
<CAPTION>
ANNUAL OPERATING
EXPENSES
(AFTER REIMBURSEMENTS)* EXAMPLE
----------------------- -------
<S> <C> <C> <C>
Management Fee .12% After 1 Year $ 5
12b-1 Fees .25% After 3 Years $14
Other Expenses .08% After 5 Years $25
---
Total .45% After 10 Years $57
===
</TABLE>
EVERGREEN SELECT MUNICIPAL MONEY MARKET FUND
<TABLE>
<CAPTION>
ANNUAL OPERATING
EXPENSES
(AFTER REIMBURSEMENTS)* EXAMPLE
----------------------- -------
<S> <C> <C> <C>
Management Fee .00% After 1 Year $ 4
12b-1 Fees .25% After 3 Years $11
Other Expenses .10% After 5 Years $20
---
Total .35% After 10 Years $44
===
</TABLE>
EVERGREEN SELECT TREASURY MONEY MARKET FUND
<TABLE>
<CAPTION>
ANNUAL OPERATING
EXPENSES
(AFTER REIMBURSEMENTS)* EXAMPLE
----------------------- -------
<S> <C> <C> <C>
Management Fee .10% After 1 Year $ 4
12b-1 Fees .25% After 3 Years $14
Other Expenses .08% After 5 Years $24
---
Total .43% After 10 Years $54
===
</TABLE>
3
<PAGE>
EVERGREEN SELECT 100% TREASURY MONEY MARKET FUND
<TABLE>
<CAPTION>
ANNUAL OPERATING
EXPENSES
(AFTER REIMBURSEMENTS)* EXAMPLE
----------------------- -------
<S> <C> <C> <C>
Management Fee .00% After 1 Year $ 5
12b-1 Fees .25% After 3 Years $14
Other Expenses .20% After 5 Years $25
---
Total .45% After 10 Years $57
===
</TABLE>
EVERGREEN SELECT U.S. GOVERNMENT MONEY MARKET FUND
<TABLE>
<CAPTION>
ESTIMATED
ANNUAL OPERATING
EXPENSES
(AFTER REIMBURSEMENTS)* EXAMPLE
----------------------- -------
<S> <C> <C> <C>
Management Fee .05% After 1 Year $ 5
12b-1 Fees .25% After 3 Years $14
Other Expenses .15%
---
Total .45%
===
</TABLE>
- -------
* From time to time, each Fund's investment advisor may, at its discretion,
reduce or waive its fees or reimburse a Fund for certain of its expenses,
including indirectly paid expenses, in order to reduce expense ratios. Each
Fund's investment advisor may cease these waivers and reimbursements at any
time. The annual operating expenses reflect fee waivers and expense
reimbursements. Absent such waivers, the management fees, 12b-1 fees, other
expenses and total operating expenses for EVERGREEN SELECT MONEY MARKET FUND
would be .15%, .25%, .08% and .48%, respectively; for EVERGREEN SELECT
MUNICIPAL MONEY MARKET FUND, .15%, .25%, .11% and .51%, respectively; for
EVERGREEN SELECT TREASURY MONEY MARKET FUND, .15%, .25%, .08% and .48%,
respectively; for EVERGREEN SELECT 100% TREASURY MONEY MARKET FUND, .25%,
.25%, .35% and .85%, respectively; and for EVERGREEN SELECT U.S. GOVERNMENT
MONEY MARKET FUND, .15%, .25%, .15% and .55%, respectively.
The above table shows the costs and expenses you would pay directly or
indirectly if you invested in Institutional Service Shares of a Fund. THE
EXAMPLES DO NOT REPRESENT PAST OR FUTURE EXPENSES. ACTUAL EXPENSES MAY BE
GREATER OR LESS THAN THOSE SHOWN.
4
<PAGE>
- -------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
- -------------------------------------------------------------------------------
The following tables present financial highlights for a share outstanding
throughout each period indicated for the life of each Fund with the exception
of EVERGREEN SELECT U.S. GOVERNMENT MONEY MARKET FUND. The information has
been audited by PricewaterhouseCoopers LLP, each Fund's independent
accountant. A report of PricewaterhouseCoopers LLP on the audited information
is incorporated by reference in the Funds' SAI. These tables should be read in
conjunction with the financial statements and related notes which are also
incorporated by reference in the Funds' SAI.
Further information about each Fund's performance is contained in the
Funds' Annual Report to shareholders, which may be obtained without charge.
EVERGREEN SELECT MONEY MARKET FUND -- INSTITUTIONAL SERVICE SHARES
<TABLE>
<CAPTION>
NOVEMBER 26,
1996
(COMMENCEMENT OF
CLASS
SIX MONTHS OPERATIONS)
ENDED THROUGH
AUGUST 31, 1998 YEAR ENDED FEBRUARY 28,
(UNAUDITED) FEBRUARY 28, 1998 1997
--------------- ----------------- ----------------
<S> <C> <C> <C>
PER SHARE DATA:
NET ASSET VALUE BEGINNING
OF PERIOD................. $1.000 $1.000 $1.000
---------- ---------- --------
Income from investment
operations
Net investment income..... 0.026 0.053 0.014
Less distributions from
net investment income.... (0.026) (0.053) (0.014)
---------- ---------- --------
Net asset value end of
period.................... $1.000 $1.000 $1.000
========== ========== ========
TOTAL RETURN............... 2.67% 5.45% 1.40%
RATIOS/SUPPLEMENTAL DATA:
Ratios to average net
assets:
Total expenses............ 0.46%(a) 0.45% 0.32%(a)
Total expenses excluding
indirectly paid
expenses................. 0.46%(a) 0.45% --
Total expenses excluding
waivers and/or
reimbursements........... 0.46%(a) 0.48% 0.68%(a)
Net investment income..... 5.28%(a) 5.33% 5.24%(a)
NET ASSETS END OF PERIOD
(THOUSANDS)............... $1,469,068 $1,215,348 $867,294
========== ========== ========
</TABLE>
- -------
(a)Annualized.
EVERGREEN SELECT MUNICIPAL MONEY MARKET FUND -- INSTITUTIONAL SERVICE SHARES
<TABLE>
<CAPTION>
NOVEMBER 25,
1996
(COMMENCEMENT OF
CLASS
SIX MONTHS OPERATIONS)
ENDED THROUGH
AUGUST 31, 1998 YEAR ENDED FEBRUARY 28,
(UNAUDITED) FEBRUARY 28, 1998 1997
--------------- ----------------- ----------------
<S> <C> <C> <C>
PER SHARE DATA:
NET ASSET VALUE BEGINNING OF
PERIOD..................... $1.000 $1.000 $1.000
------- ------- -------
Income from investment
operations
Net investment income...... 0.017 0.034 0.008
Less distributions from net
investment income......... (0.017) (0.034) (0.008)
------- ------- -------
Net asset value end of
period..................... $1.000 $1.000 $1.000
======= ======= =======
TOTAL RETURN................ 1.69% 3.41% 0.85%
RATIOS/SUPPLEMENTAL DATA:
Ratios to average net
assets:
Total expenses............. 0.36%(a) 0.35% 0.30%(a)
Total expenses excluding
indirectly paid expenses.. 0.36%(a) 0.35% --
Total expenses excluding
waivers and/or
reimbursements............ 0.50%(a) 0.51% 0.70%(a)
Net investment income...... 3.35%(a) 3.34% 3.19%(a)
NET ASSETS END OF PERIOD
(THOUSANDS)................ $87,430 $61,778 $14,295
======= ======= =======
</TABLE>
- -------
(a) Annualized.
5
<PAGE>
EVERGREEN SELECT TREASURY MONEY MARKET FUND -- INSTITUTIONAL SERVICE SHARES
<TABLE>
<CAPTION>
NOVEMBER 27,
1996
(COMMENCEMENT OF
CLASS
SIX MONTHS OPERATIONS)
ENDED THROUGH
AUGUST 31, 1998 YEAR ENDED FEBRUARY 28,
(UNAUDITED) FEBRUARY 28, 1998 1997
--------------- ----------------- ----------------
<S> <C> <C> <C>
PER SHARE DATA:
NET ASSET VALUE BEGINNING
OF PERIOD................. $1.000 $1.000 $1.000
---------- ---------- --------
Income from investment
operations
Net investment income..... 0.026 0.052 0.013
Less distributions from
net investment income.... (0.026) (0.052) (0.013)
---------- ---------- --------
Net asset value end of
period.................... $1.000 $1.000 $1.000
========== ========== ========
TOTAL RETURN............... 2.59% 5.25% 1.33%
RATIOS/SUPPLEMENTAL DATA:
Ratios to average net
assets:
Total expenses............ 0.47%(a) 0.43% 0.31%(a)
Total expenses excluding
indirectly paid
expenses................. 0.47%(a) 0.43% --
Total expenses excluding
waivers and/or
reimbursements .......... 0.48%(a) 0.48% 0.70%(a)
Net investment income..... 5.12%(a) 5.17% 4.98%(a)
NET ASSETS END OF PERIOD
(THOUSANDS)............... $1,266,963 $1,005,059 $509,369
========== ========== ========
</TABLE>
- -------
(a)Annualized.
EVERGREEN SELECT 100% TREASURY MONEY MARKET FUND -- INSTITUTIONAL SERVICE
SHARES
<TABLE>
<CAPTION>
DECEMBER 23,
1997
(COMMENCEMENT OF
CLASS
SIX MONTHS OPERATIONS)
ENDED THROUGH
AUGUST 31, 1998 FEBRUARY 28,
(UNAUDITED) 1998
--------------- ----------------
<S> <C> <C>
PER SHARE DATA:
NET ASSET VALUE BEGINNING OF PERIOD........... $1.000 $1.000
------- ------
Income from investment operations
Net investment income........................ 0.024 0.009
Less distributions from net investment
income...................................... (0.024) (0.009)
------- ------
Net asset value end of period................. $1.000 $1.000
======= ======
TOTAL RETURN.................................. 2.41% 0.93%
RATIOS/SUPPLEMENTAL DATA:
Ratios to average net assets:
Total expenses............................... 0.45%(a) 0.42%(a)
Total expenses excluding indirectly paid
expenses.................................... 0.45%(a) 0.42%(a)
Total expenses excluding waivers and/or
reimbursements.............................. 0.63%(a) 0.82%(a)
Net investment income........................ 4.82%(a) 4.74%(a)
NET ASSETS END OF PERIOD (THOUSANDS).......... $31,640 $5,497
======= ======
</TABLE>
- -------
(a) Annualized.
6
<PAGE>
- -------------------------------------------------------------------------------
FUND DESCRIPTIONS
- -------------------------------------------------------------------------------
EACH FUND'S OBJECTIVE AND PRINCIPAL INVESTMENTS
Each Fund's investment objective is nonfundamental, which means the
objective can be changed without a shareholder vote. There can be no assurance
that a Fund's investment objective will be achieved.
Each Fund has also adopted fundamental investment policies designed to
limit a Fund's exposure to risk. Fundamental policies can be changed only with
a shareholder vote. For more information about investment policies, see
"Securities and Investment Practices" below and the SAI.
EVERGREEN SELECT MONEY MARKET FUND seeks as high a level of current
income as is consistent with preserving capital and providing liquidity. The
Fund will invest principally in short-term corporate debt securities.
EVERGREEN SELECT MUNICIPAL MONEY MARKET FUND seeks as high a level of
current income exempt from federal income tax as is consistent with preserving
capital and providing liquidity. The Fund will invest principally in municipal
obligations. Under normal circumstances, at least 80% of the Fund's annual
interest income will be exempt from federal income tax other than the federal
alternative minimum tax.
EVERGREEN SELECT TREASURY MONEY MARKET FUND seeks to maintain stability
of principal while earning current income. The Fund will invest in short-term
U.S. Treasury obligations and repurchase agreements backed by such
obligations.
EVERGREEN SELECT 100% TREASURY MONEY MARKET FUND seeks to maintain
stability of principal while earning current income. The Fund will invest only
in U.S. Treasury securities.
EVERGREEN SELECT U.S. GOVERNMENT MONEY MARKET FUND seeks as high a level
of current income as is consistent with the preservation of capital and the
maintenance of liquidity. The Fund will invest exclusively in securities
issued or guaranteed by the U.S. government, its agencies or
instrumentalities.
In addition, each Fund seeks to maintain a stable net asset value of
$1.00 per share. THERE IS NO ASSURANCE THAT A FUND WILL MAINTAIN A STABLE NET
ASSET VALUE OF $1.00 PER SHARE.
Each Fund will invest in short-term securities that are determined to
present minimal credit risk and are, at the time of acquisition, eligible
securities pursuant to Rule 2a-7 under the Investment Company Act of 1940, as
amended ("Rule 2a-7"). Short-term securities are those having remaining
maturities of 397 days or less. Each Fund will also comply with the
diversification requirements and other applicable requirements prescribed by
Rule 2a-7.
SECURITIES AND INVESTMENT PRACTICES
You can find more information about the types of securities in which each
Fund may invest, the types of investment techniques each Fund may employ in
pursuit of its objective and a summary of related risks set forth below. The
Funds' SAI contains additional information about these investments and
investment techniques.
U.S. Government Securities. Securities issued or guaranteed by the U.S.
government or its agencies or instrumentalities may be supported by the full
faith and credit of the U.S. government, by the right of the issuer to borrow
from the Treasury, or only by the credit of the agency or instrumentality
itself. EVERGREEN SELECT TREASURY MONEY MARKET FUND and EVERGREEN SELECT 100%
TREASURY MONEY MARKET FUND will invest only in U.S. Treasury securities, which
are high quality debt securities issued by the U.S. Treasury, guaranteed as to
principal and interest, and supported by the full faith and credit of the U.S.
government. EVERGREEN SELECT MONEY MARKET FUND, EVERGREEN SELECT MUNICIPAL
MONEY MARKET FUND and EVERGREEN SELECT U.S. GOVERNMENT MONEY MARKET FUND may
invest in any security issued or guaranteed by the U.S. government or its
agencies or instrumentalities.
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
7
<PAGE>
fixed-income securities. However, since U.S. government securities are of the
highest credit quality, the credit risk is minimal. THE U.S. GOVERNMENT DOES
NOT GUARANTEE THE NET ASSET VALUE OF THE FUNDS' SHARES.
Included among the U.S. government agencies and instrumentalities in
whose securities EVERGREEN SELECT MONEY MARKET FUND and EVERGREEN SELECT U.S.
GOVERNMENT MONEY MARKET FUND may invest are the Interamerican Development Bank
and the International Bank for Reconstruction and Development. Obligations of
these banks are supported only by the appropriated but unpaid commitments of
its member countries. There are no assurances that the commitments will be
undertaken in the future.
Municipal Obligations. EVERGREEN SELECT MUNICIPAL MONEY MARKET FUND may invest
in municipal bonds, notes and commercial paper issued by or for any state,
territory or possession of the U.S. (including the District of Columbia) and
their political subdivisions, agencies and instrumentalities. Municipal
obligations are issued by or for state or local governments to support general
financial needs or to pay for public projects or facilities.
Municipal bonds are mainly divided between "general obligation" and
"revenue" bonds. General obligation bonds are backed by the full faith and
credit of governmental issuers with the power to tax. They are repaid from the
issuer's general revenues. Payment, however, may be dependent upon legislative
approval and may be subject to limitations on the issuer's taxing power.
Revenue bonds are supported only by the revenues generated by the project or
facility.
Municipal notes and commercial paper are short-term debt instruments
issued in anticipation of taxes and other revenues.
Taxable Investments. EVERGREEN SELECT MUNICIPAL MONEY MARKET FUND may
temporarily invest up to 20% of its net assets in taxable securities under any
one or more of the following circumstances: (a) pending investment of proceeds
of sale of Fund shares or of portfolio securities, (b) pending settlement of
purchases of portfolio securities, and (c) to maintain liquidity for the
purpose of meeting anticipated redemptions. The Fund may temporarily invest
more than 20% of its total assets in taxable securities for defensive
purposes. The Fund may invest for defensive purposes during periods when its
assets available for investment exceed the available municipal securities that
meet the Fund's quality and other investment criteria. Taxable securities in
which the Fund may invest on a short-term basis include obligations of the
U.S. government, its agencies or instrumentalities, including repurchase
agreements with banks or securities dealers involving such securities; time
deposits maturing in not more than seven days; other debt securities rated
within the two highest ratings categories by any nationally recognized
statistical rating organization; commercial paper rated in the highest grade
by Moody's Investors Service, Inc. or Standard & Poor's Ratings Services; and
certificates of deposit issued by U.S. branches of U.S. banks with assets of
$1 billion or more.
Other Eligible Securities. EVERGREEN SELECT MONEY MARKET FUND may also invest
in corporate debt securities, commercial paper and bank obligations.
Borrowing. Each Fund may borrow from banks in an amount up to 33 1/3% of its
total assets, taken at market value. Each Fund may also borrow an additional
5% of its total assets from banks or others. A Fund may only borrow as a
temporary measure for extraordinary or emergency purposes such as the
redemption of Fund shares. A Fund may purchase additional securities so long
as borrowings do not exceed 5% of total assets.
Securities Lending. To generate income and offset expenses, each Fund, except
Evergreen Select 100% Treasury Money Market Fund, may lend securities to
broker-dealers and other financial institutions. Loans of securities by a Fund
may not exceed 33 1/3% of the value of the Fund's total assets. While
securities are on loan, the borrower will pay the Fund any income accruing on
the security. Also, the Fund may invest any collateral it receives in
additional securities.
Gains or losses in the market value of a lent security will affect a Fund
and its shareholders. When a Fund lends its securities, it may not be able to
retrieve the securities on a timely basis, possibly losing the opportunity to
sell the securities at a desirable price. Also, if the borrower files for
bankruptcy or becomes insolvent, the Fund's ability to dispose of the
securities may be delayed.
Investing in Securities of Other Investment Companies. Each Fund may invest in
securities of other investment companies. As a shareholder of another
investment company, a Fund would pay its portion of the other
8
<PAGE>
investment company's expenses. These expenses would be in addition to the
expenses that the Fund currently pays for its own operations and may result in
some duplication of fees.
When-Issued, Delayed-Delivery and Forward Commitment Transactions. Each Fund
may enter into transactions whereby it commits to buying a security, but does
not pay for or take delivery of the security until some specified date in the
future. The value of these securities is subject to market fluctuation during
this period and no income accrues to a Fund until settlement. At the time of
settlement, a when-issued security may be valued at less than its purchase
price. When entering into these transactions, a Fund relies on the other party
to consummate the transaction; if the other party fails to do so, the Fund may
be disadvantaged. Each Fund does not intend to purchase when-issued securities
for speculative purposes, but only in furtherance of its investment objective.
Repurchase Agreements. Each Fund may invest in repurchase agreements. A
repurchase agreement is an agreement by which a Fund purchases a security
(usually a U.S. government security) for cash and obtains a simultaneous
commitment from the seller (usually a bank or broker-dealer) to repurchase the
security at an agreed-upon price and at a specified future date. The
repurchase price reflects an agreed-upon interest rate for the time period of
the agreement. A Fund's risk is the inability of the seller to pay the agreed-
upon price on the delivery date. However, this risk is tempered by the ability
of the Fund to sell the security in the open market in case of default. In
such a case, a Fund may incur costs in disposing of the security which would
increase Fund expenses. A Fund's investment advisor will monitor the
creditworthiness of the firms with which the Fund enters into repurchase
agreements.
Reverse Repurchase Agreements. Each Fund may enter into reverse repurchase
agreements. A reverse repurchase agreement is an agreement by a Fund to sell a
security and repurchase it at a specified time and price. A Fund could lose
money if the market value of the securities it sold declines below their
repurchase price. Reverse repurchase agreements may be considered a form of
borrowing, and, therefore, a form of leverage. Leverage may magnify gains or
losses of the Fund.
Other Investment Restrictions. Each Fund has adopted additional investment
restrictions and guidelines that are set forth in the SAI.
Risks of Debt Securities. When a Fund buys a debt security, it generally
expects a variable or fixed rate of interest and repayment of the principal at
maturity. The main risks of investing in debt securities are:
. Interest Rate Risk: The risk that a bond's prices will fall when
interest rates rise, and vice versa. Debt securities have varying
levels of sensitivity to interest rates. Longer-term bonds are
generally more sensitive to changes in interest rates than short term
bonds.
. Credit Risk: The chance that the issuer of a bond will have its credit
rating downgraded or will default (fail to make scheduled interest and
principal payments), potentially reducing a Fund's income and/or share
price.
- -------------------------------------------------------------------------------
BUYING AND SELLING SHARES
- -------------------------------------------------------------------------------
HOW TO BUY SHARES
Institutional investors may buy Institutional Service Shares of the Funds
through broker-dealers, banks and certain other financial intermediaries, or
directly through the Funds' distributor, Evergreen Distributor, Inc. ("EDI").
Investors may purchase Institutional Shares at the public offering price,
which equals the class's net asset value per share ("NAV"). See "Offering
Price and Other Purchase Information" below.
Minimum Investment. The minimum initial investment in Institutional Service
Shares is $1 million, which may be waived in certain situations. There is no
minimum amount required for subsequent purchases.
Opening an Account. You may open an account by mailing a signed account
application to the particular Fund c/o Evergreen Service Company, P.O. Box
2121, Boston, Massachusetts 02106-2121. You may obtain an account application
by calling 1-800-633-2700.
9
<PAGE>
Except as provided below, you can purchase shares only by wiring federal
funds to Evergreen Service Company (the "Service Company"). You may obtain
wiring instructions by calling 1-800-633-2700. When you call, the Service
Company representative will ask you for the following information: name of
authorized person; shareholder name; shareholder account number; name of the
Fund and share class; amount being wired; and wiring bank name.
Offering Price and Other Purchase Information. When you buy a Fund's shares,
you pay its NAV next determined after the Fund receives and accepts your
order. Each 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.
You may, at a Fund's discretion, pay for shares of a Fund with securities
instead of cash. Additionally, if you want to buy a Fund's shares equal in
amount to $5 million or more the Fund may require you to pay for those shares
with securities instead of cash. A Fund will only accept securities that are
consistent with its investment objective, policies and restrictions. Also, a
Fund will value the securities in the manner described under "How the Funds
Calculate Their NAV." Investors who receive a Fund's shares for securities
instead of cash may pay such transaction costs as broker's commissions, taxes
or governmental fees.
HOW TO REDEEM SHARES
You may redeem shares of a Fund by mail, telephone or other types of
telecommunication. Once a redemption request has been telephoned, mailed or
otherwise transmitted, it may not be changed or canceled.
Mail Redemptions. You may redeem shares on each day that the NYSE is open by
mailing a written request to the Service Company at the following address:
Evergreen Service Company
P.O. Box 2121
Boston, Massachusetts 02106-2121
The signatures on the written request must be properly guaranteed, as
described below.
How To Redeem By Telephone. You may redeem your shares by calling 1-800-633-
2700 between the hours of 9:00 a.m. and 5:00 p.m. (eastern time) on each
business day. You may also redeem shares by sending a facsimile to (617) 210-
2708 or by other means of wire communication. You must state the Fund and
class from which you want to redeem, the number or dollar amount of shares you
want to redeem and your account number. The telephone redemption service is
not available to you automatically. You must elect it on your account
application.
If you are unable to reach the Funds or the Service Company by telephone,
you should redeem by mail.
The Service Company will wire your redemption proceeds to the commercial
bank account designated on the account application. If the Service Company
deems it appropriate, it may require additional documentation. Although at
present the Service Company pays the wire costs involved, it reserves the
right at any time to require the shareholder to pay such costs.
Redemption Value and Other Redemption Policies. When you sell shares, you
receive the NAV next computed after a Fund receives your request. Since each
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. (eastern
time). Generally, the Fund pays redemption proceeds within seven days.
Redemption requests received after 4:00 p.m. (eastern time) will be processed
using the NAV determined on the next business day.
The Funds may, at any time, change, suspend or terminate any of the
redemption methods described in this prospectus, except redemptions by mail.
For more information, see "How the Funds Calculate Their NAV."
The Funds may, at their discretion, pay your redemption proceeds with
securities instead of cash. However, each Fund is obligated to redeem shares
solely in cash up to the lesser of $250,000 or 1% of a Fund's total net assets
during any ninety-day period for any one shareholder. See the SAI for further
details.
10
<PAGE>
Except as otherwise noted, neither the Funds, the Service Company nor the
Funds' distributor assumes responsibility for the authenticity of any
instructions received by any of them from a shareholder by telephone. The
Service Company will employ reasonable procedures to confirm that instructions
received over the telephone or otherwise are genuine. Neither the Funds, the
Service Company nor the Funds' distributor will be liable when following
instructions received by telephone or otherwise that the Service Company
reasonably believes to be genuine.
Shareholders may only change information contained in their account
registration (such as the bank account designated to receive wire redemption
proceeds) by writing to the Service Company. Signatures on such written
instructions must be guaranteed.
The Funds may temporarily suspend the right to redeem shares when:
(1) the NYSE is closed, other than customary weekend and holiday
closings;
(2) trading on the NYSE is restricted;
(3) an emergency exists and the Funds cannot dispose of their investments
or fairly determine their value; or
(4) the SEC so orders.
ADDITIONAL TRANSACTION POLICIES
How the Funds Calculate Their NAV. A Fund's NAV equals the value of its shares
without sales charges. A Fund calculates its NAV by adding up the total value
of its investments and other assets, subtracting its liabilities and then
dividing the result by the number of shares outstanding. All expenses,
including fees paid to the Fund's investment advisor, are accrued daily. Each
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 each Fund's portfolio are valued on an amortized cost
basis according to Rule 2a-7 under the Investment Company Act of 1940 (the
"1940 Act"). Under this method of valuation, a security is initially valued at
its acquisition cost, and thereafter a constant straightline amortization of
any discount or premium is assumed each day regardless of the impact of
fluctuating interest rates on the market value of the security. The market
value of the obligations in the Fund's portfolio can be expected to vary
inversely to changes in prevailing interest rates. As a result, the market
value of the obligations in the Fund's portfolio may vary from the value
determined using the amortized cost method.
Signature Guarantee. For your protection, signatures on stock powers, and
written orders or authorizations must have a signature guarantee. A signature
guarantee can be provided by a U.S. stock exchange member, a bank, or other
persons eligible to guarantee signatures under the Securities Exchange Act of
1934 and the Service Company's policies. The Service Company may waive this
requirement or may require additional documentation in certain cases.
EXCHANGES
You may exchange Institutional Service Shares of a Fund for Institutional
Service Shares of any other Evergreen "Select" fund. You may exchange your
shares through your broker-dealer, by mail or by telephone. All exchange
orders must comply with the applicable requirements for purchases and
redemptions and must include your account number, the number or value of
shares to be exchanged, the class of shares, and the funds to and from which
you wish to exchange. Exchanges will be based on the relative NAV of the
shares exchanged next determined after the exchange request is received. Once
an exchange request has been telephoned or mailed, it may not be changed or
canceled.
Signatures on exchange orders must be guaranteed, as described above.
The Funds reserve the right to change or revoke the exchange privilege of
any shareholder or to limit or revoke any exchange. Currently, you may not
make more than five exchanges in a calendar year or three exchanges in a
calendar quarter.
Please read the prospectus of the fund that you want to exchange into
before requesting your exchange.
11
<PAGE>
For federal income tax purposes, an exchange is treated as a sale for
taxable investors.
DIVIDENDS
As a shareholder, you are entitled to your share of earnings on a Fund's
investments. You receive such earnings as either an income dividend or a
capital gains distribution. Income dividends come from the dividends that a
Fund earns from its stocks plus any interest it receives from its bonds. A
Fund realizes a capital gain whenever it sells a security for a higher price
than its tax basis.
Dividend Schedule. Each Fund declares dividends from its net investment income
daily and pays such dividends monthly. Each Fund pays shareholders its net
capital gains at least once a year.
Payment Options. Unless you select another option on your account application,
your dividends and capital gains will be reinvested in additional shares of
the same class of the same Fund. Shareholders will receive dividends on
investments made by federal funds bank wire the same day the wire is received
provided that wire purchases are received by State Street Bank and Trust
Company, custodian for the Funds, by 12 noon (eastern time). Shares purchased
by qualified institutions via telephone will receive the dividend declared on
that day if the telephone order is placed by 12 noon (eastern time), and
federal funds are received by 4:00 p.m. (eastern time). All other wire
purchases received after 12 noon (eastern time) will earn dividends beginning
the following business day. Dividends accruing on the day of redemption will
be paid to redeeming shareholders except for redemptions where proceeds are
wired the same day.
You may elect to receive some or all of your dividends and capital gains
in cash. Should you select this option, a check will be mailed to you or your
agent or trustee no later than seven days after the payment date.
TAXES
EVERGREEN SELECT 100% TREASURY MONEY MARKET FUND and EVERGREEN SELECT
U.S. GOVERNMENT MONEY MARKET FUND intend to qualify, and each of the other
Funds has qualified and intends to continue to qualify, as regulated
investment companies ("RICs") under Subchapter M of the Internal Revenue Code
of 1986, as amended. As long as a Fund qualifies as a RIC and distributes
substantially all of its net investment income and capital gains, it will not
pay federal income taxes on the earnings it distributes to shareholders.
Distributions to shareholders, whether taken in cash or reinvested in
shares, are generally considered taxable for federal income tax purposes as
follows:
. Income distributions and net short-term capital gains are taxable as
ordinary income.
. 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 advisor for specific guidance as to the tax consequences of
your investment in a Fund.
EVERGREEN SELECT MUNICIPAL MONEY MARKET FUND will designate and pay
exempt-interest dividends derived from interest earned on qualifying tax
exempt obligations. Such exempt-interest dividends may be excluded by
shareholders of the Fund from their gross income for federal income tax
purposes. However, (1) all or a portion of such exempt-interest dividends may
be a specific preference item for purposes of the federal individual and
corporate alternative minimum taxes to the extent that they are derived from
certain types of private activity bonds issued after August 7, 1986, and (2)
all exempt-interest dividends will be a component of "adjusted current
earnings" for purposes of the federal corporate alternative minimum tax.
Dividends paid from taxable income, if any, and distributions of any net
realized short-term capital gains (whether from tax exempt or taxable
obligations) are taxable as ordinary income, even though received in
additional Fund shares. Market discount recognized on taxable and tax-free
bonds is taxable as ordinary income, not as excludable income.
12
<PAGE>
SHAREHOLDER SERVICES
Details on all shareholder services may be obtained from the Service
Company by calling toll free 1-800-633-2700 or by writing to the Service
Company.
Subaccount. Special processing has been arranged with the Service Company for
banks and other institutions that wish to open multiple accounts (a master
account and subaccounts). An investor wishing to use the Service Company's
subaccounting facilities will be required to enter into a separate agreement,
with the charges to be determined on the basis of the level of services to be
rendered. Subaccounts may be opened with the initial investment or at a later
date and may be established by an investor with registration either by name or
by number.
- -------------------------------------------------------------------------------
FUND DETAILS
- -------------------------------------------------------------------------------
FUND ORGANIZATION AND SERVICE PROVIDERS
Fund Structure. Each Fund is an investment pool, which invests shareholders'
money towards a specified goal. Each Fund is a diversified series of an open-
end, management investment company called Evergreen Select Money Market Trust
(the "Trust"). The Trust is a Delaware business trust organized on September
18, 1997.
Board of Trustees. The Trust is supervised by a Board of Trustees that is
responsible for representing the interests of shareholders. The Trustees meet
periodically throughout the year to oversee each Fund's activities, reviewing,
among other things, its performance and its contractual arrangements with
various service providers.
Shareholder Rights. All shareholders participate equally in distributions from
a Fund's assets and have equal voting, liquidation and other rights. Each
share is entitled to one vote for each dollar of NAV applicable to such share.
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. Fund shares
are redeemable, transferable and freely assignable as collateral. The Trust
may establish additional classes or series of shares.
The Funds do not hold annual shareholder meetings; a Fund may, however,
hold special meetings for such purposes as electing or removing Trustees,
changing fundamental policies and approving investment advisory agreements or
12b-1 plans. In addition, the Funds are prepared to assist shareholders in
communicating with one another for the purpose of convening a meeting to elect
Trustees.
Advisor. The investment advisor to each Fund is First Union National Bank
("FUNB"), a subsidiary of First Union Corporation ("First Union"). First Union
is located at 301 South College Street, and FUNB at 201 South College Street,
Charlotte, North Carolina 28288-0630. First Union and its subsidiaries provide
a broad range of financial services to individuals and businesses throughout
the U.S.
FUNB is entitled to receive from each Fund an advisory fee based on a
percentage of each Fund's average daily net assets. Computed daily and paid
monthly, the fee is 0.15% for EVERGREEN SELECT MONEY MARKET FUND, EVERGREEN
SELECT MUNICIPAL MONEY MARKET FUND, EVERGREEN SELECT TREASURY MONEY MARKET
FUND and EVERGREEN SELECT U.S. GOVERNMENT MONEY MARKET FUND. The fee is 0.25%
for EVERGREEN SELECT 100% TREASURY MONEY MARKET FUND, but FUNB currently
limits the fee for EVERGREEN SELECT 100% TREASURY MONEY MARKET FUND to 0.15%.
FUNB may, however, modify or cancel this limit at any time.
Distributor. Evergreen Distributor, Inc., 125 West 55th Street, New York, New
York 10019, markets the Funds and distributes their shares through broker-
dealers, financial planners and other financial representatives. Evergreen
Distributor, Inc. is a subsidiary of The BISYS Group, Inc. and is not
affiliated with First Union.
Transfer Agent. Evergreen Service Company, 200 Berkeley Street, Boston, MA
02116-5034, handles shareholder services, including record keeping and account
statements, distribution of dividends and capital gains and processing of
transactions.
13
<PAGE>
Administrator. Evergreen Investment Services, Inc. ("EIS"), subject to the
supervision and control of the Trust's Board of Trustees, provides the Funds
with facilities, equipment and personnel. For its services as administrator,
EIS is entitled to receive a fee based on the aggregate daily net assets of
all mutual funds administered by EIS for which any affiliate of FUNB serves as
investment advisor. The administration fee is calculated in accordance with
the following schedule:
<TABLE>
<CAPTION>
ADMINISTRATIVE FEE
------------------
<S> <C>
0.050% on the first $7 billion
0.035% on the next $3 billion
0.030% on the next $5 billion
0.020% on the next $10 billion
0.015% on the next $5 billion
0.010% on assets in excess of $30 billion
</TABLE>
Custodian. State Street Bank and Trust Company, P.O. Box 9021, Boston,
Massachusetts 02205-9827, keeps custody of each Fund's securities and cash and
performs other related duties.
OTHER INFORMATION AND POLICIES
Year 2000 Risks. Like other investment companies, financial and business
organizations and individuals around the world, the Funds could be adversely
affected if the computer systems used by the Funds' investment advisor and the
Funds' other service providers do not properly process and calculate date-
related information and data from and after January 1, 2000. This is commonly
known as the "Year 2000 Problem." The Funds' investment advisor is taking
steps to address the Year 2000 Problem with respect to the computer systems
that it uses and to obtain assurances that comparable steps are being taken by
the Fund's other major service providers. At this time, however, there can be
no assurance that these steps will be sufficient to avoid any adverse impact
on the Funds.
Distribution Plan. The Trust has adopted a distribution plan for the
Institutional Service Shares of each Fund (the "Plan") as allowed under the
1940 Act. The Plan permits the Fund to pay an annual service fee of up to .25%
of average daily net assets for personal services rendered to shareholders
and/or the maintenance of accounts. The 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 Plan, see the
SAI.
Banking Laws. The Glass-Steagall Act and other banking laws and regulations
presently prohibit a bank holding company or its affiliates (a "Bank") from
sponsoring, organizing, controlling, or distributing the shares of a
registered open-end investment company such as each Fund. However, a Bank may
act as investment advisor, transfer agent or custodian to a registered open-
end investment company. A Bank may also purchase shares of such company and
pay third parties for performing these functions.
Securities Transactions. Under policies established by the Trust's Board of
Trustees, FUNB selects broker-dealers to execute portfolio transactions
subject to the receipt of best execution. In so doing, FUNB may select broker-
dealers who are affiliated with FUNB. Moreover, a Fund may pay higher
commissions to broker-dealers that provide research services, which FUNB may
use in advising a Fund or its other clients.
Code of Ethics. The Funds and FUNB have each adopted a code of ethics
incorporating policies on personal securities trading. In general, these codes
of ethics require that certain personnel of the Funds and FUNB (1) abstain
from engaging in certain personal trading practices and (2) report certain
personal trading activities.
Other Classes of Shares. Each Fund offers two classes of shares, Institutional
and Institutional Service. Only Institutional Service Shares are offered
through this prospectus. Call the Service Company for further information or a
prospectus offering Institutional Shares of the Funds.
14
<PAGE>
FUND PERFORMANCE
From time to time, a Fund may quote its yield in advertisements or in
reports to shareholders. Yield information may be useful in reviewing the
performance of a Fund and for providing a basis for comparison with other
investment alternatives. However, since net investment income of a Fund
changes in response to fluctuations in interest rates and Fund expenses, any
given yield quotation should not be considered representative of a Fund's
yields for any future period.
The method of calculating each Fund's yield is set forth in the SAI.
Before investing, the investor may want to determine which investment--tax-
free or taxable--will result in a higher after-tax return. To do this, the
yield on the tax-free investment should be divided by the decimal determined
by subtracting from 1 the highest federal tax rate to which the investor
currently is subject. For example, if the tax-free yield is 6% and the
investor's maximum tax bracket is 36%, the computation is:
6% Tax-Free Yield/(1-.36 Tax Rate) = 6/.64 = 9.38% Taxable Yield
In this example, the investor's after-tax return will be higher from the
6% tax-free investment if available taxable yields are below 9.38%.
Conversely, the taxable investment will provide a higher return when taxable
yields exceed 9.38%. This is only an example and is not necessarily reflective
of a Fund's yield. The tax equivalent yield will be lower for investors in the
lower income brackets.
Comparative performance information may also be used from time to time in
advertising or marketing the Funds' shares, including data from Lipper
Analytical Services, Inc., IBC/Donoghue's Money Fund Report, Bank Rate Monitor
and other industry publications.
For more information on Fund performance, see the SAI.
15
<PAGE>
INVESTMENT ADVISOR
First Union National Bank, 201 South College Street, Charlotte, North Carolina
28288-0630
CUSTODIAN
State Street Bank and Trust Company, P.O. Box 9021, Boston, Massachusetts
02205-9827
TRANSFER AGENT
Evergreen Service Company, 200 Berkeley Street, Boston, Massachusetts, 02116-
5034
LEGAL COUNSEL
Sullivan & Worcester LLP, 1025 Connecticut Avenue, N.W., Washington, D.C. 20036
INDEPENDENT AUDITORS
PricewaterhouseCoopers LLP, 1177 Avenue of the Americas, New York, New York
10036
DISTRIBUTOR
Evergreen Distributor, Inc., 125 West 55th Street, New York, New York 10019
38019 539893RV3
<PAGE>
EVERGREEN SELECT MONEY MARKET TRUST
200 BERKELEY STREET
BOSTON, MASSACHUSETTS 02116
(800) 633-2700
SELECT MONEY MARKET FUNDS
STATEMENT OF ADDITIONAL INFORMATION
JUNE 1, 1998, AS AMENDED NOVEMBER 30, 1998
EVERGREEN SELECT MONEY MARKET FUND ("MONEY FUND")
EVERGREEN SELECT MUNICIPAL MONEY MARKET FUND ("MUNICIPAL FUND")
EVERGREEN SELECT TREASURY MONEY MARKET FUND ("TREASURY FUND")
EVERGREEN SELECT 100% TREASURY MONEY MARKET FUND ("100% TREASURY FUND")
EVERGREEN SELECT U.S. GOVERNMENT MONEY MARKET FUND ("GOVERNMENT FUND")
(EACH A "FUND," TOGETHER, THE "FUNDS")
EACH FUND IS A SERIES OF AN OPEN-END MANAGEMENT
INVESTMENT COMPANY KNOWN AS EVERGREEN SELECT
MONEY MARKET TRUST (THE "TRUST").
The Funds offer two classes of shares: Institutional Shares and
Institutional Service Shares. Each class is offered through a separate
prospectus. This Statement of Additional Information ("SAI") is not a prospectus
but should be read in conjunction with a prospectus of the Funds dated June 1,
1998, as amended November 30, 1998 and supplemented from time to time. You may
obtain prospectuses from Evergreen Distributor, Inc.
<PAGE>
2
24648
TABLE OF CONTENTS
INVESTMENT POLICIES............................................................3
Fundamental Investment Policies.......................................3
Additional Information on Securities
and Investment Practices.............................................5
MANAGEMENT OF THE TRUST........................................................9
Trustee Compensation.................................................11
PRINCIPAL HOLDERS OF FUND SHARES..............................................12
SERVICE PROVIDERS.............................................................15
Investment Advisor...................................................15
Distributor..........................................................15
Additional Service Providers.........................................15
INVESTMENT ADVISORY AGREEMENTS................................................16
DISTRIBUTION PLAN FOR INSTITUTIONAL SERVICE SHARES............................17
BROKERAGE.....................................................................17
Brokerage Commissions................................................17
Selection of Brokers.................................................18
Simultaneous Transactions............................................18
TRUST ORGANIZATION............................................................19
Form of Organization.................................................19
Description of Shares................................................19
Voting Rights........................................................19
Limitation of Trustees' Liability....................................19
PURCHASE, REDEMPTION AND PRICING OF SHARES....................................20
Exchanges............................................................20
Calculation of Net Asset Value Per Share ("NAV").....................20
Valuation of Portfolio Securities....................................20
Shareholder Services.................................................20
PRINCIPAL UNDERWRITER.........................................................20
ADDITIONAL TAX INFORMATION....................................................21
Requirements for Qualification as a Regulated Investment Company.....21
Taxes on the Sale or Exchange of Fund Shares.........................22
Taxes on Distributions...............................................22
Special Tax Considerations for Municipal Fund Shareholders...........23
Other Tax Considerations.............................................24
EXPENSES......................................................................24
Advisory Fees........................................................24
Distribution Fees for Institutional Service Shares...................25
Brokerage Commissions Paid...........................................25
PERFORMANCE...................................................................25
Current, Effective and Tax-Equivalent Yields.........................25
FINANCIAL STATEMENTS..........................................................27
ADDITIONAL INFORMATION........................................................27
APPENDIX A...................................................................A-1
<PAGE>
24648
8
24648
INVESTMENT POLICIES
FUNDAMENTAL INVESTMENT POLICIES
Each Fund has adopted the fundamental investment restrictions set forth
below which may not be changed without the vote of a majority of the Fund's
outstanding shares, as defined in the Investment Company Act of 1940, as amended
(the "1940 Act"). Where necessary, an explanation beneath a fundamental policy
describes a Fund's practices with respect to that policy, as allowed by current
law. If the law governing a policy changes, the Fund's practices may change
accordingly without a shareholder vote. Unless otherwise stated, all references
to the assets of the Fund are in terms of current market value.
1. DIVERSIFICATION
Each Fund may not make any investment that is inconsistent with its
classification as a diversified investment company under the 1940 Act.
FURTHER EXPLANATION OF DIVERSIFICATION POLICY:
To remain classified as a diversified investment company under the 1940
Act, each Fund must conform with the following: With respect to 75% of its total
assets, a diversified investment company may not invest more than 5% of its
total assets, determined at market or other fair value at the time of purchase,
in the securities of any one issuer, or invest in more than 10% of the
outstanding voting securities of any one issuer, determined at the time of
purchase. These limitations do not apply to investments in securities issued or
guaranteed by the United States ("U.S.") government or its agencies or
instrumentalities.
2. CONCENTRATION
Each Fund may not concentrate its investments in the securities of
issuers primarily engaged in any particular industry (other than securities that
are issued or guaranteed by the U.S. government or its agencies or
instrumentalities).
FURTHER EXPLANATION OF CONCENTRATION POLICY:
Each Fund may not invest more than 25% of its total assets, taken at
market value, in the securities of issuers primarily engaged in any particular
industry (other than securities issued or guaranteed by the U.S.
government or its agencies or instrumentalities).
3. ISSUING SENIOR SECURITIES
Except as permitted under the 1940 Act, each Fund may not issue senior
securities.
4. BORROWING
Each Fund may not borrow money, except to the extent permitted by
applicable law.
FURTHER EXPLANATION OF BORROWING POLICY:
<PAGE>
Each Fund may borrow from banks and enter into reverse repurchase
agreements in an amount up to 33 1/3% of its total assets, taken at market
value. Each Fund may also borrow up to an additional 5% of its total assets from
banks or others. A Fund may borrow only as a temporary measure for extraordinary
or emergency purposes such as the redemption of Fund shares. A Fund may purchase
additional securities so long as borrowings do not exceed 5% of its total
assets. Each Fund may obtain such short-term credit as may be necessary for the
clearance of purchases and sales of portfolio securities. Each Fund may purchase
securities on margin and engage in short sales to the extent permitted by
applicable law.
5. UNDERWRITING
Each Fund may not underwrite securities of other issuers, except
insofar as each Fund may be deemed to be an underwriter in connection with the
disposition of its portfolio securities.
6. REAL ESTATE
Each Fund may not purchase or sell real estate, except that, to the
extent permitted by applicable law, each Fund may invest in (a) securities that
are directly or indirectly secured by real estate, or (b) securities issued by
issuers that invest in real estate.
7. COMMODITIES
Each Fund may not purchase or sell commodities or contracts on
commodities, except to the extent that each Fund may engage in financial futures
contracts and related options and currency contracts and related options and may
otherwise do so in accordance with applicable law and without registering as a
commodity pool operator under the Commodity Exchange Act.
8. LENDING
Each Fund may not make loans to other persons, except that each Fund
may lend its portfolio securities in accordance with applicable law. The
acquisition of investment securities or other investment instruments shall not
be deemed to be the making of a loan.
FURTHER EXPLANATION OF LENDING POLICY:
To generate income and offset expenses, each Fund may lend portfolio
securities to broker-dealers and or financial institutions in an amount up to 33
1/3% of its total assets, taken at market value. While securities are on loan,
the borrower will pay a Fund any income accruing on the security. Each Fund may
invest any collateral it receives in additional portfolio securities, such as
U.S. Treasury notes, certificates of deposit, other high-grade, short-term
obligations or interest bearing cash equivalents. Gains or losses in the market
value of a security lent will affect a Fund and its shareholders.
When a Fund lends its securities, it will require the borrower to give
the Fund collateral in cash or government securities. The Fund will require
collateral in an amount equal to at least 100% of the current market value of
the securities lent, including accrued interest. A Fund has the right to call a
loan and obtain the securities lent any time on notice of not more than five
business days. A Fund may pay reasonable fees in connection with such loans.
<PAGE>
Although voting rights attendant to securities lent pass to the
borrower, a 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. A 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. Each 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.
9. INVESTMENTS IN FEDERALLY TAX-EXEMPT SECURITIES
Each Fund will, during periods of normal market conditions, invest its
assets in accordance with applicable guidelines issued by the Securities and
Exchange Commission ("SEC") or its staff concerning investment in tax-exempt
securities for funds with the words tax-exempt, tax free or municipal in their
names.
ADDITIONAL INFORMATION ON SECURITIES AND INVESTMENT PRACTICES
The investment objective of each Fund and a description of the
securities in which each Fund may invest are set forth in the Funds'
prospectuses. The following expands upon the discussion in the prospectuses
regarding certain investments of the Funds.
Each Fund will invest in short-term securities that are determined to
present minimal credit risk and are, at the time of acquisition, eligible
securities pursuant to Rule 2a-7 under the 1940 Act, ("Rule 2a-7"). Short-term
securities are those having remaining maturities of 397 days or less. Each Fund
will also comply with the diversification requirements and other applicable
requirements prescribed by Rule 2a-7.
Municipal Bonds (Municipal Fund)
The Fund may invest in municipal bonds of any state, territory or
possession of the U.S., including the District of Columbia. The Fund may also
invest in municipal bonds of any political subdivision, agency or
instrumentality (e.g., counties, cities, towns, villages, districts,
authorities) of the U.S. or its possessions. Municipal bonds are debt
instruments issued by or for a state or local government to support its general
financial needs or to pay for special projects such as airports, bridges,
highways, public transit, schools, hospitals, housing and water and sewer works.
Municipal bonds may also be issued to refinance public debt.
Municipal bonds are mainly divided between "general obligation" and
"revenue" bonds. General obligation bonds are backed by the full faith and
credit of governmental issuers with the power to tax. They are repaid from the
issuer's general revenues. Payment, however, may be dependent upon legislative
approval and may be subject to limitations on the issuer's taxing power.
Enforcement of payments due under general obligation bonds varies according to
the law applicable to the issuer. In contrast, revenue bonds are supported only
by the revenues generated by the project or facility.
The Fund may also invest in industrial development bonds. Such bonds
are usually revenue bonds issued to pay for facilities with a public purpose
operated by private corporations. The credit quality of industrial development
bonds is usually directly related to the credit standing of the owner or user of
the facilities. To qualify as a municipal bond, the interest paid on an
industrial development bond must qualify as fully exempt from federal income
tax. However, the interest paid on an industrial development bond may be subject
to the federal alternative minimum tax.
<PAGE>
The yields on municipal bonds depend on such factors as market
conditions, the financial condition of the issuer and the issue's size, maturity
date and rating. Municipal bonds are rated by Standard & Poor's Ratings ServiceS
("S&P"), Moody's Investors Service, Inc. ("Moody's") and Fitch IBCA, Inc.
("Fitch"). Such ratings, however, are opinions, not absolute standards of
quality. Municipal bonds with the same maturity, interest rate and rating may
have different yields, while municipal bonds with the same maturity and interest
rate, but different ratings, may have the same yield. Once purchased by the
Fund, a municipal bond may cease to be rated or receive a new rating below the
minimum required for purchase by the Fund. Neither event would require the Fund
to sell the bond, but the Fund's investment advisor would consider such events
in determining whether the Fund should continue to hold it.
The ability of the Fund to achieve its investment objective depends
upon the continuing ability of issuers of municipal bonds to pay interest and
principal when due. Municipal bonds are subject to the provisions of bankruptcy,
insolvency and other laws affecting the rights and remedies of creditors. Such
laws extend the time for payment of principal and/or interest, and may otherwise
restrict the Fund's ability to enforce its rights in the event of default. Since
there is generally less information available on the financial condition of
municipal bond issuers compared to other domestic issuers of securities, the
Fund's investment advisor may lack sufficient knowledge of an issue's
weaknesses. Other influences, such as litigation, may also materially affect the
ability of an issuer to pay principal and interest when due. In addition, the
market for municipal bonds is often thin and can be temporarily affected by
large purchases and sales, including those by the Fund.
From time to time, Congress has considered restricting or eliminating
the federal income tax exemption for interest on municipal bonds. Such actions
could materially affect the availability of municipal bonds and the value of
those already owned by the Fund. If such legislation were passed, the Trust's
Board of Trustees may recommend changes in the Fund's investment objectives and
policies or dissolution of the Fund.
U.S. Government Securities
Securities issued or guaranteed by the U.S. government or its agencies
or instrumentalities may be supported by the full faith and credit of the U.S.
government, by the right of the issuer to borrow from the Treasury, or only by
the credit of the agency or instrumentality itself. TREASURY FUND and 100%
TREASURY FUND will invest only in U.S. Treasury securities, which are high
quality debt securities issued by the U.S. Treasury, guaranteed as to principal
and interest, and supported by the full faith and credit of the U.S. government.
MONEY FUND, MUNICIPAL FUND and GOVERNMENT FUND may invest in any security issued
or guaranteed by the U.S.
government or its agencies or instrumentalities.
Some government agencies and instrumentalities may not receive
financial support from the U.S. government. Examples of such agencies are:
(i) Farm Credit System, including the National Bank for
Cooperatives, Farm Credit Banks and Banks for Cooperatives;
(ii) Farmers Home Administration;
(iii) Federal Home Loan Banks;
(iv) Federal Home Loan Mortgage Corporation;
(v) Federal National Mortgage Association; and
(vi) Student Loan Marketing Association.
<PAGE>
Securities Issued by the Government National Mortgage Association ("GNMA")
(Money Fund, Municipal Fund, Government Fund)
The Funds may invest in securities issued by the GNMA, a corporation
wholly-owned by the U.S. government. GNMA securities or "certificates" represent
ownership in a pool of underlying mortgages. The timely payment of principal and
interest due on these securities is guaranteed.
Unlike conventional bonds, the principal on GNMA certificates is not
paid at maturity but over the life of the security in scheduled monthly
payments. While mortgages pooled in a GNMA certificate may have maturities of up
to 30 years, the certificate itself will have a shorter average maturity and
less principal volatility than a comparable 30-year bond.
The market value and interest yield of GNMA certificates can vary due
not only to market fluctuations, but also to early prepayments of mortgages
within the pool. Since prepayment rates vary widely, it is impossible to
accurately predict the average maturity of a GNMA pool. In addition to the
guaranteed principal payments, GNMA certificates may also make unscheduled
principal payments resulting from prepayments on the underlying mortgages.
Although GNMA certificates may offer yields higher than those available
from other types of U.S. government securities, they may be less effective as a
means of locking in attractive long- term rates because of the prepayment
feature. For instance, when interest rates decline, prepayments are likely to
increase as the holders of the underlying mortgages seek refinancing. As a
result, the value of a GNMA certificate is not likely to rise as much as the
value of a comparable debt security would in response to same decline. In
addition, these prepayments can cause the price of a GNMA certificate originally
purchased at a premium to decline in price compared to its par value, which may
result in a loss.
Virgin Islands, Guam and Puerto Rico (Municipal Fund)
The Fund may invest in obligations of the governments of the Virgin
Islands, Guam and Puerto Rico to the extent such obligations are exempt from
federal income taxes. The Fund does not presently intend to invest more than (a)
5% of its net assets in the obligations of each of the Virgin Islands and Guam
or (b) 25% of its net assets in the obligations of Puerto Rico. Accordingly, the
Fund may be adversely affected by local political and economic conditions and
developments within the Virgin Islands, Guam and Puerto Rico affecting the
issuers of such obligations.
When-Issued, Delayed-Delivery and Forward Commitment Transactions
The Funds may purchase securities on a when-issued or delayed delivery
basis and may purchase or sell securities on a forward commitment basis.
Settlement of such transactions normally occurs within a month or more after the
purchase or sale commitment is made.
The Funds may purchase securities under such conditions only with the
intention of actually acquiring them, but may enter into a separate agreement to
sell the securities before the settlement date. Since the value of securities
purchased may fluctuate prior to settlement, a Fund may be required to pay more
at settlement than the security is worth. In addition, the purchaser is not
entitled to any of the interest earned prior to settlement.
<PAGE>
Upon making a commitment to purchase a security on a when-issued,
delayed delivery or forward commitment basis, a Fund will hold liquid assets
worth at least the equivalent of the amount due. The liquid assets will be
monitored on a daily basis and adjusted as necessary to maintain the necessary
value.
Purchases made under such conditions are a form of leveraging and may
involve the risk that yields secured at the time of commitment may be lower than
otherwise available by the time settlement takes place, causing an unrealized
loss to the fund. In addition, when a Fund engages in such purchases, it relies
on the other party to consummate the sale. If the other party fails to perform
its obligations, the Fund may miss the opportunity to obtain a security at a
favorable price or yield.
Repurchase Agreements
The Funds may enter into repurchase agreements with entities that are
registered as U.S. government securities dealers, including member banks of the
Federal Reserve System having at least $1 billion in assets, primary dealers in
U.S. government securities or other financial institutions believed by the
investment advisor to be creditworthy. In a repurchase agreement, a Fund obtains
a security and simultaneously commits to return the security to the seller at a
set price (including principal and interest) within a period of time usually not
exceeding seven days. The resale price reflects the purchase price plus an
agreed upon market rate of interest which is unrelated to the coupon rate or
maturity of the underlying security. A repurchase agreement involves the
obligation of the seller to pay the agreed upon price, which obligation is in
effect secured by the value of the underlying security.
A Fund or its custodian will take possession of the securities subject
to repurchase agreements, and these securities will be marked to market daily.
To the extent that the original seller does not repurchase the securities from a
Fund, a Fund could receive less than the repurchase price on any sale of such
securities. In the event that such a defaulting seller filed for bankruptcy or
became insolvent, disposition of such securities by the Fund might be delayed
pending court action. Each Fund's investment advisor believes that under the
regular procedures normally in effect for custody of the Fund's portfolio
securities subject to repurchase agreements, a court of competent jurisdiction
would rule in favor of the Fund and allow retention or disposition of such
securities. The Funds will only enter into repurchase agreements with banks and
other recognized financial institutions, such as broker-dealers, which are
deemed by the investment advisor to be creditworthy pursuant to guidelines
established by the Board of Trustees.
Reverse Repurchase Agreements
As described herein, the Funds may also enter into reverse repurchase
agreements. These transactions are similar to borrowing cash. In a reverse
repurchase agreement, a Fund transfers possession of a portfolio instrument to
another person, such as a financial institution, broker, or dealer, in return
for a percentage of the instrument's market value in cash, and agrees that on a
stipulated date in the future the Fund will repurchase the portfolio instrument
by remitting the original consideration plus interest at an agreed upon rate.
The use of reverse repurchase agreements may enable a Fund to avoid
selling portfolio instruments at a time when a sale may be deemed to be
disadvantageous, but the ability to enter into reverse repurchase agreements
does not ensure that the Fund will be able to avoid selling portfolio
instruments at a disadvantageous time.
When effecting reverse repurchase agreements, liquid assets of a Fund,
in a dollar amount sufficient to make payment for the obligations to be
purchased, are segregated at the trade date. These securities are marked to
market daily and maintained until the transaction is settled.
<PAGE>
27
24648
Illiquid and Restricted Securities
Each Fund may not invest more than 10% of its net assets in securities
that are illiquid. A security is illiquid when a Fund cannot dispose of it in
the ordinary course of business within seven days at approximately the value at
which each Fund has the investment on its books.
MONEY FUND and MUNICIPAL FUND may invest in "restricted" securities,
i.e., securities subject to restrictions on resale under federal securities
laws. Rule 144A under the Securities Act of 1933 ("Rule 144A") allows certain
restricted securities to be traded freely among qualified institutional
investors. Since Rule 144A securities may have limited markets, the Board of
Trustees will determine whether such securities should be considered illiquid
for the purpose of determining a Fund's compliance with the limit on illiquid
securities indicated above. In determining the liquidity of Rule 144A
securities, the Trustees will consider: (1) the frequency of trades and quotes
for the security; (2) the number of dealers willing to purchase or sell the
security and the number of other potential buyers; (3) dealer undertakings to
make a market in the security; and (4) the nature of the security and the nature
of the marketplace trades.
Investment in Other Investment Companies
Each Fund may purchase the shares of other investment companies to the
extent permitted under the 1940 Act. Currently, each Fund may not: (1) own more
than 3% of the outstanding voting stock of another investment company, (2)
invest more than 5% of its assets in any single investment company, and (3)
invest more than 10% of its assets in investment companies. However, each Fund
may invest all of its investable assets in securities of a single open-end
management investment company with substantially the same fundamental investment
objectives, policies and limitations as each Fund.
Short Sales
Each Fund may not make short sales of securities or maintain a short
position unless, at all times when a short position is open, it owns an equal
amount of such securities or of securities which, without payment of any further
consideration, are convertible into or exchangeable for securities of the same
issue as, and equal in amount to, the securities sold short. Each Fund may
effect a short sale in connection with an underwriting in which a Fund is a
participant.
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 eight Trusts in the Evergreen fund complex.
<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
(DOB: 2/2/28) President of Centrum Equities and Centrum Properties, Inc.
Charles A. Austin III Trustee Investment Counselor to Appleton Partners, Inc.; former
(DOB: 10/23/34) Director, Executive Vice President and Treasurer, State
Street Research & Management Company (investment advice);
Director, The Andover Companies (Insurance); and Trustee,
Arthritis Foundation of New England.
K. Dun Gifford Trustee Trustee, Treasurer and Chairman of the Finance Committee,
(DOB: 10/12/38) 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; and former
Chairman, Gifford, Drescher & Associates (environmental
consulting).
James S. Howell Chairman of the Board Former Chairman of the Distribution Foundation for the
(DOB: 8/13/24) of Trustees Carolinas; and former Vice President of Lance Inc. (food
manufacturing).
Leroy Keith, Jr. Trustee Chairman of the Board and Chief Executive Officer, Carson
(DOB: 2/14/39) 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
(DOB: 7/14/39) producer).
Thomas L. McVerry Trustee Former Vice President and Director of Rexham Corporation;
(DOB: 8/2/39) and former Director of Carolina Cooperative Federal Credit
Union.
William Walt Pettit Trustee Partner in the law firm of William Walt Pettit, P.A.
(DOB: 8/26/55)
David M. Richardson Trustee Vice Chair and former Executive Vice President, DHR
(DOB: 9/14/41) 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;
(DOB: 6/2/47) former Managed Health Care Consultant; and former
President, Primary Physician Care.
Michael S. Scofield Trustee Attorney, Law Offices of Michael S. Scofield.
(DOB: 2/20/43)
Richard J. Shima Trustee Former Chairman, Environmental Warranty, Inc. (insurance
(DOB: 8/11/39) agency); Executive Consultant, Drake Beam Morin, Inc.
(executive out placement); Director of Connecticut
Natural Gas Corporation, Hartford Hospital, Old State
House Association, Middlesex Mutual Assurance Company,
and Enhance Financial Services, Inc.; Chairman, Board
of Trustees, Hartford Graduate Center; Trustee, Greater
Hartford YMCA; former Director, Vice Chairman and Chief
Investment Officer, The Travelers Corporation; former
Trustee, Kingswood-Oxford School; and former Managing
Director and Consultant, Russell Miller, Inc.
William J. Tomko* President and Treasurer Senior Vice President and Operations Executive, BISYS Fund
(DOB:8/30/58) Services.
Vice President and
Nimish S. Bhatt* Assistant Treasurer Vice President, Tax, BISYS Fund Services; former Assistant
(DOB: 6/6/63) Vice President, Evergreen Asset Management Corp./First
Union Bank; former Senior Tax Consulting/Acting
Manager, Investment Companies Group, Price Waterhouse
LLP, New York.
Bryan Haft* Vice President Team Leader, Fund Administration, BISYS Fund Services
(DOB: 1/23/65)
Senior Vice President and Assistant General Counsel, First
Michael H. Koonce Secretary Union Corporation; former Senior Vice President and General
(DOB: 4/20/60) Counsel, Colonial Management Associates, Inc.
</TABLE>
*Address: BISYS Fund Services, 3435 Stelzer Road, Columbus, Ohio 43219-8001
TRUSTEE COMPENSATION
Listed below is the Trustee compensation for the twelve-month period
ended February 28, 1998.
COMPENSATION COMPENSATION FROM
TRUSTEE FROM TRUST TRUST AND FUND COMPLEX
------------------------------- ------------------ =========================
Laurence B. Ashkin $5,971 $70,838
------------------------------- ------------------ =========================
Charles B. Austin III $981 $44,135
------------------------------- ------------------ =========================
Foster Bam* $4,788 $56,386
------------------------------- ------------------ =========================
K. Dun Gifford $938 $40,027
------------------------------- ------------------ =========================
James S. Howell $8,210 $110,819
------------------------------- ------------------ =========================
Leroy Keith Jr. $938 $40,427
------------------------------- ------------------ =========================
Robert K. Jeffries* $2,252 $15,826
------------------------------- ------------------ =========================
Gerald M. McDonnell $6,655 $96,988
------------------------------- ------------------ =========================
Thomas L. McVerry $7,093 $98,502
------------------------------- ------------------ =========================
William Walt Pettit $6,611 $94,266
------------------------------- ------------------ =========================
David M. Richardson $938 $43,719
------------------------------- ------------------ =========================
Russell A. Salton, III $6,834 $97,526
------------------------------- ------------------ =========================
Michael S. Scofield $6,898 $100,290
------------------------------- ------------------ =========================
Richard J. Shima $4,146 $64,560
------------------------------- ------------------ =========================
*Trustee emeritus as of 12/31/97.
PRINCIPAL HOLDERS OF FUND SHARES
As of the date of this SAI, the officers and Trustees of the Trust owned
as a group less than 1% of the outstanding shares of any class of each Fund.
Set forth below is information with respect to each person who, to each
Fund's knowledge, owned beneficially or of record more than 5% of a class of a
Fund's outstanding shares as of August 31, 1998.
---------------------------------------------------------------
MONEY FUND - INSTITUTIONAL SHARES
---------------------------------------------------------------
----------------------------------------- ---------------------
First Union National Bank 44.057%
Trust Accounts
Attn: Ginny Batten CMG-1151-2
401 S. Tryon Street, 3rd Floor
Charlotte, NC 28202-1911
----------------------------------------- ---------------------
----------------------------------------- ---------------------
Patterson & Company 35.535%
Attn: Jim Quinlan
P.O. Box 7618 FC9-1-17
Philadelphia, PA 19101-7618
----------------------------------------- ---------------------
----------------------------------------- ---------------------
First Union National Bank 6.565%
Trust Accounts
Attn: Ginny Batten CMG-1151-2
401 S. Tryon Street, 3rd Floor
Charlotte, NC 28202-1911
----------------------------------------- ---------------------
----------------------------------------- ---------------------
First Union Capital Markets Corp. 6.186%
Div. of Wheat First Securities Inc.
Attn: Money Funds
8739 Research Drive
Charlotte, NC 28288-0675
----------------------------------------- ---------------------
---------------------------------------------------------------
MONEY FUND - INSTITUTIONAL SERVICE SHARES
---------------------------------------------------------------
----------------------------------------- ---------------------
First Union National Bank 43.134%
Trust Accounts
Attn: Ginny Batten CMG-1151-2
401 S. Tryon Street, 3rd Floor
Charlotte, NC 28202-1911
----------------------------------------- ---------------------
----------------------------------------- ---------------------
First Union Capital Markets Corp. 34.020%
Division of Wheat First Securities
Attn: Money Funds
8739 Research Drive
Charlotte, NC 28288-0675
----------------------------------------- ---------------------
---------------------------------------------------------------
MUNICIPAL FUND - INSTITUTIONAL SHARES
---------------------------------------------------------------
----------------------------------------- ---------------------
First Union National Bank 61.605%
Trust Accounts
Attn: Ginny Batten CMG-1151-2
401 S. Tryon Street, 3rd Floor
Charlotte, NC 28202-1911
----------------------------------------- ---------------------
----------------------------------------- ---------------------
Patterson & Company 36.162%
Attn: Jim Quinlan
P.O. Box 7618 FC9-1-17
Philadelphia, PA 19101-7618
----------------------------------------- ---------------------
---------------------------------------------------------------
MUNICIPAL FUND - INSTITUTIONAL SERVICE SHARES
---------------------------------------------------------------
----------------------------------------- ---------------------
First Union National Bank 60.231%
Trust Accounts
Attn: Ginny Batten CMG-1151-2
401 S. Tryon Street, 3rd Floor
Charlotte, NC 28202-1911
----------------------------------------- ---------------------
----------------------------------------- ---------------------
First Union Capital Markets Corp. 18.666%
Div. of Wheat First Securities Inc.
Attn: Money Funds
8739 Research Drive
Charlotte, NC 28288-0675
----------------------------------------- ---------------------
---------------------------------------------------------------
TREASURY FUND - INSTITUTIONAL SHARES
---------------------------------------------------------------
----------------------------------------- ---------------------
First Union National Bank 56.260%
Trust Accounts
Attn: Ginny Batten CMG-1151-2
401 S. Tryon Street, 3rd Floor
Charlotte, NC 28202-1911
----------------------------------------- ---------------------
----------------------------------------- ---------------------
First Union National Bank 35.340%
Trust Accounts
Attn: Ginny Batten CMG-1151-2
401 S. Tryon Street, 3rd Floor
Charlotte, NC 28202-1911
----------------------------------------- ---------------------
----------------------------------------- ---------------------
Patterson & Company 8.141%
Attn: Jim Quinlan
P.O. Box 7618 FC9-1-17
Philadelphia, PA 19101-7618
----------------------------------------- ---------------------
---------------------------------------------------------------
TREASURY FUND - INSTITUTIONAL SERVICE SHARES
---------------------------------------------------------------
----------------------------------------- ---------------------
First Union National Bank 46.421%
Trust Accounts
Attn: Ginny Batten CMG-1151-2
401 S. Tryon Street, 3rd Floor
Charlotte, NC 28202-1911
----------------------------------------- ---------------------
----------------------------------------- ---------------------
First Union National Bank 40.277%
Trust Accounts
Attn: Ginny Batten CMG-1151-2
401 S. Tryon Street, 3rd Floor
Charlotte, NC 28202-1911
----------------------------------------- ---------------------
----------------------------------------- ---------------------
First Union Capital Markets Corp. 5.552%
Div. of Wheat First Securities Inc.
8739 Research Drive
Charlotte, NC 28288-0675
----------------------------------------- ---------------------
---------------------------------------------------------------
100% TREASURY FUND - INSTITUTIONAL SHARES
---------------------------------------------------------------
----------------------------------------- ---------------------
First Union National Bank 92.558%
Trust Accounts
Attn: Ginny Batten CMG-1151-2
401 S. Tryon Street, 3rd Floor
Charlotte, NC 28202-1911
----------------------------------------- ---------------------
----------------------------------------- ---------------------
First Union National Bank 7.254%
Trust Accounts
Attn: Ginny Batten CMG-1151-2
401 S. Tryon Street, 3rd Floor
Charlotte, NC 28202-1911
----------------------------------------- ---------------------
---------------------------------------------------------------
100% TREASURY FUND - INSTITUTIONAL SERVICE SHARES
---------------------------------------------------------------
----------------------------------------- ---------------------
First Union National Bank 97.220%
Trust Accounts
Attn: Ginny Batten CMG-1151-2
401 S. Tryon Street, 3rd Floor
Charlotte, NC 28202-1911
----------------------------------------- ---------------------
SERVICE PROVIDERS
INVESTMENT ADVISOR
The investment advisor to each Fund is First Union National Bank ("FUNB"),
a subsidiary of First Union Corporation ("First Union"), a bank holding company.
FUNB is located at 201 South College Street, and First Union 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 investment advisor is supervised by the Board
of Trustees. For information about advisory fees and services, see "Investment
Advisory Agreements" below.
DISTRIBUTOR
Evergreen Distributor, Inc. (the "Distributor"), 125 W. 55th Street,
New York, NY 10019 markets the Funds through broker-dealers and other financial
representatives.
ADDITIONAL SERVICE PROVIDERS
Administrator
Evergreen Investment Services, Inc. ("EIS") serves as administrator to
each Fund, subject to the supervision and control of the Trust's Board of
Trustees. EIS provides the Funds with facilities, equipment and personnel and is
entitled to receive a fee based on the aggregate daily net assets of all mutual
funds administered by EIS for which any affiliate of FUNB serves as investment
advisor, as follows:
ADMINISTRATION FEE
0.050% on the first $7 billion;
0.035% on the next $3 billion;
0.030% on the next $5 billion;
0.020% on the next $10 billion;
0.015% on the next $5 billion; and
0.010% on assets in excess of $30 billion.
Transfer Agent
Evergreen Service Company ("ESC"), 200 Berkeley Street, Boston,
Massachusetts 02116-5034, is the Funds' transfer agent. ESC, a subsidiary of
First Union, issues and redeems shares, pays dividends and performs other duties
in connection with the maintenance of shareholder accounts.
Independent Auditors
PricewaterhouseCoopers LLP, 1177 Avenue of the Americas, New York, New
York 10036, audits the annual financial statements of each Fund.
Custodian
<PAGE>
State Street Bank and Trust Company, P.O. Box 9021, Boston,
Massachusetts 02205-9827, keeps custody of each Fund's securities and cash and
performs other related duties.
Legal Counsel
Sullivan & Worcester LLP, 1025 Connecticut Avenue, NW, Washington, D.C.
20036, provides legal advice to the Funds.
INVESTMENT ADVISORY AGREEMENTS
On behalf of each of its Funds, the Trust has entered into an
investment advisory agreement with the investment advisor (the "Advisory
Agreements"). Under the Advisory Agreements, FUNB is entitled to receive from
each Fund an advisory fee based on a percentage of each Fund's average daily net
assets. Computed daily and paid monthly, the fee is 0.15% for MONEY FUND,
MUNICIPAL FUND, TREASURY FUND and GOVERNMENT FUND and 0.25% for 100% TREASURY
FUND. Currently, FUNB voluntarily limits the fee for 100% TREASURY FUND to
0.15%, but FUNB may modify or cancel this limit at any time.
Under the Advisory Agreements, and subject to the supervision of the
Trust's Board of Trustees, the investment advisor furnishes each Fund with
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 investment advisor pays for all of the
expenses incurred in connection with the provision of its services. Each Fund
pays for all charges and expenses, other than those specifically referred to as
being borne by the investment advisor, including, but not limited to, (1)
custodian charges and expenses; (2) bookkeeping and auditors' charges and
expenses; (3) transfer agent charges and expenses; (4) fees and expenses of
Independent Trustees (Trustees who are not interested persons of a Fund, as
defined in the 1940 Act) ; (5) brokerage commissions, brokers' fees and
expenses; (6) issue and transfer taxes; (7) costs and expenses under the
Distribution Plan (as applicable); (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 SEC or under state or other securities laws; (11) expenses of preparing,
printing and mailing prospectuses, SAIs, notices, reports and proxy materials to
shareholders of the Fund; (12) expenses of shareholders' and Trustees' meetings;
(13) charges and expenses of legal counsel for the Fund and for the Independent
Trustees of the Trust on matters relating to such Fund; (14) charges and
expenses of filing annual and other reports with the SEC and other authorities;
and (15) all extraordinary charges and expenses of such Fund.
Each 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
each Fund's outstanding shares. 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 cast in person at a meeting called for the purpose of
voting on such approval. The Advisory Agreements 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. Each Advisory Agreement will terminate
automatically upon its "assignment" as that term is defined in the 1940 Act.
Transactions Among Advisory Affiliates
<PAGE>
The Trust has adopted procedures pursuant to Rule 17a-7 under the 1940
Act ("Rule 17a-7 Procedures"). The Rule 17a-7 Procedures permit a Fund to buy or
sell securities from another investment company for which a subsidiary of First
Union is an investment advisor. The Rule 17a-7 Procedures also allow the Funds
to buy or sell securities from other advisory clients for whom a subsidiary of
First Union is an investment advisor. The Funds may engage in such transactions
if they are equitable to each participant and consistent with each participant's
investment objective.
DISTRIBUTION PLAN FOR INSTITUTIONAL SERVICE SHARES
Rule 12b-1 under the 1940 Act permits mutual funds to use their assets
to pay for distributing their shares. Each 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 Shares' 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 Funds, however, do not deduct distribution costs
from Institutional Service Share assets, only 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 a Fund's Institutional Service Shares may terminate the Plan.
The Funds cannot change the Plan in a way that materially increases the
distribution expenses of Institutional Service Shares 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 Plan is in effect, a Fund will be required to commit the
selection and nomination of candidates for Independent Trustees to the
discretion of the Independent Trustees.
BROKERAGE
Due to regulatory developments affecting the securities exchanges and
brokerage practices, the Board of Trustees may modify or eliminate any of the
following policies.
BROKERAGE COMMISSIONS
Generally, each Fund expects to purchase and sell its equity securities
through brokerage transactions for which commissions are payable. Purchases from
underwriters will include the underwriting commission or concession, and
purchases from dealers serving as market makers will include a dealer's mark-up
or reflect a dealer's mark-down.
<PAGE>
Each Fund expects to buy and sell its fixed income securities directly
from the issuer or an underwriter or market maker for the securities. Generally,
each Fund will not pay brokerage commissions for such purchases. When a Fund
buys a security from an underwriter, the purchase price will usually include an
underwriting commission or concession. The purchase price for securities bought
from dealers serving as market makers will similarly include the dealer's mark
up or reflect a dealer's mark down. When a Fund executes transactions in the
over-the-counter market, it will deal with primary market makers unless more
favorable prices are otherwise obtainable.
SELECTION OF BROKERS
When buying and selling portfolio securities, each investment advisor
seeks brokers who can provide the most benefit to the Fund or Funds for which a
trade is being made. When selecting a broker, an investment advisor primarily
will look for the best price at the lowest commission, but in the context of the
broker's:
1. ability to provide the best net financial result to the Fund;
2. efficiency in handling trades;
3. ability to trade large blocks of securities;
4. readiness to handle difficult trades;
5. financial strength and stability; and
6. provision of "research services," defined as (a) reports and
analyses concerning issuers, industries, securities and
economic factors and (b) other information useful in making
investment decisions.
Under each Advisory Agreement, each Fund may pay higher brokerage
commissions to a broker providing it with research services, as defined in item
6, above. Pursuant to Section 28(e) of the Securities Exchange Act of 1934, this
practice is permitted if the commission is reasonable in relation to the
brokerage and research services provided. Research services provided by a broker
to an investment advisor do not replace, but supplement, the services an
investment advisor is required to deliver to a Fund under the Advisory
Agreement. It is impracticable for an investment advisor to allocate the cost,
value and specific application of such research services among its clients
because research services intended for one client may indirectly benefit
another.
When selecting a broker for portfolio trades, an investment advisor may
also consider the amount of Fund shares a broker has sold, subject to the other
requirements described above.
SIMULTANEOUS TRANSACTIONS
Each investment advisor makes investment decisions for a Fund
independently of decisions made for its other clients. When a security is
suitable for the investment objective of more than one client, it may be prudent
for an investment advisor to engage in a simultaneous transaction, that is, buy
or sell the same security for more than one client. Each investment advisor
strives for an equitable result in such transactions by using an allocation
formula. The high volume involved in some simultaneous transactions can result
in greater value to the Funds, but the ideal price or trading volume may not
always be achieved for an individual Fund. In order to take advantage of the
availability of lower purchase prices, the Funds may occasionally participate in
group bidding for the direct purchase from an issuer of certain securities.
TRUST ORGANIZATION
FORM OF ORGANIZATION
Each Fund is a series of an open-end management investment company
known as Evergreen Select Money Market Trust (the "Trust"). The Trust was formed
as a Delaware business trust on September 18, 1997, pursuant to an Agreement and
Declaration of Trust (the "Declaration of Trust"). A copy of the Declaration of
Trust is on file at the SEC as an exhibit to the Trust's Registration Statement,
of which this SAI 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
each Fund represents an equal proportionate interest with each other share of
that series and/or class. Upon liquidation, shares are entitled to a pro rata
share of the Trust based on the relative net assets of each series and/or class.
Shareholders have no preemptive or conversion rights. Shares are redeemable and
transferable.
VOTING RIGHTS
Under the terms of the Declaration of Trust, the Trust is not required
to hold annual meetings. At meetings called for the initial election of Trustees
or to consider other matters, each share is entitled to one vote for each dollar
of net asset value applicable to such share. Shares generally vote together as
one class on all matters. Classes of shares of each 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 votes
applicable to the shares of that class. Shares have non-cumulative voting
rights, which means that the holders of more than 50% of the votes applicable to
shares voting for the election of Trustees can elect 100% of the Trustees to be
elected at a meeting and, in such event, the holders of the remaining shares
voting will not be able to elect any Trustees.
After the initial meeting as described above, no further meetings of
shareholders for the purpose of electing Trustees will be held, unless required
by law, unless and until such time as less than a majority of the Trustees
holding office have been elected by shareholders, at which time, the Trustees
then in office will call a shareholders' meeting for the election of Trustees.
LIMITATION OF TRUSTEES' LIABILITY
The Declaration of Trust provides that a Trustee will not be liable for
errors of judgment or mistakes of fact or law, but nothing in the Declaration of
Trust protects a Trustee against any liability to which he would otherwise be
subject by reason of willful misfeasance, bad faith, gross negligence or
reckless disregard of his duties involved in the conduct of his office.
PURCHASE, REDEMPTION AND PRICING OF SHARES
EXCHANGES
Investors may exchange shares of a Fund for shares of the same class of
any other Evergreen "Select" fund, as described under the section entitled
"Exchanges" in a Fund's prospectus. Before you make an exchange, you should read
the prospectus of the Evergreen fund into which you want to exchange. The
Trust's Board of Trustees reserves the right to discontinue, alter or limit the
exchange privilege at any time.
CALCULATION OF NET ASSET VALUE PER SHARE ("NAV")
Each Fund computes its NAV twice daily on Monday through Friday, as
described in the prospectus. A Fund will not compute its NAV on days on which
there have been no purchases or sales of its shares. A Fund will also 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.
The NAV of each Fund is calculated by dividing the value of a Fund's
net assets attributable to that class by all of the shares issued for that
class.
VALUATION OF PORTFOLIO SECURITIES
The securities in a 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 a Fund's portfolio can be expected to vary inversely to changes
in prevailing rates. As a result, the market value of the obligations in a
Fund's portfolio may vary from the value determined using the amortized cost
method. Securities that 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. Other assets and securities for which
no quotations are readily available are valued at the fair value as determined
in good faith by the Trustees.
SHAREHOLDER SERVICES
As described in the prospectus, a shareholder may elect to receive
dividends and capital gains distributions in cash instead of shares. However,
ESC will automatically convert a shareholder's distribution option so that the
shareholder reinvests all dividends and distributions in additional shares when
it learns that the postal or other delivery service is unable to deliver checks
or transaction confirmations to the shareholder's address of record. The Funds
will hold the returned distribution or redemption proceeds in a
noninterest-bearing account in the shareholder's name until the shareholder
updates his or her address. No interest will accrue on amounts represented by
uncashed distribution or redemption checks.
PRINCIPAL UNDERWRITER
<PAGE>
The Distributor is the principal underwriter for the Trust and each
class of each Fund. The Trust has entered into a Principal Underwriting
Agreement ("Underwriting Agreement") with the Distributor with respect to each
class of each Fund. The Distributor is a subsidiary of The BISYS Group, Inc.
The Distributor, as agent, has agreed to use its best efforts to find
purchasers for the shares. The Distributor may retain and employ representatives
to promote distribution of the shares and may obtain orders from broker-dealers,
and others, acting as principals, for sales of shares to them. The Underwriting
Agreement provides that the Distributor will bear the expense of preparing,
printing, and distributing advertising and sales literature and prospectuses
used by it.
All subscriptions and sales of shares by the Distributor are at the
public offering price of the shares, which is determined in accordance with the
provisions of the Trust's Declaration of Trust, By-Laws, current prospectuses
and SAI. All orders are subject to acceptance by the Trust and the Trust
reserves the right, in its sole discretion, to reject any order received. Under
the Underwriting Agreement, the Trust is not liable to anyone for failure to
accept any order.
The Distributor has agreed that it will, in all respects, duly comply
with all state and federal laws applicable to the sale of the shares. The
Distributor has also agreed that it will indemnify and hold harmless the Trust
and each person who has been, is, or may be a Trustee or officer of the Trust
against expenses reasonably incurred by any of them in connection with any
claim, action, suit, or proceeding to which any of them may be a party that
arises out of or is alleged to arise out of any misrepresentation or omission to
state a material fact on the part of the Distributor or any other person for
whose acts the Distributor is responsible or is alleged to be responsible,
unless such misrepresentation or omission was made in reliance upon written
information furnished by the Trust.
The Underwriting Agreement provides that it will remain in effect as
long as its terms and continuance are approved annually (i) by a vote of a
majority of the Trust's Independent Trustees, and (ii) by vote of a majority of
the Trust's Trustees, in each case, cast in person at a meeting called for that
purpose.
The Underwriting Agreement may be terminated, without penalty, on 60
days' written notice by the Board of Trustees or by a vote of a majority of
outstanding shares subject to such agreement. The Underwriting Agreement will
terminate automatically upon its "assignment," as that term is defined in the
1940 Act.
From time to time, if, in the Distributor's judgment, it could benefit
the sales of shares, the Distributor may provide to selected broker-dealers
promotional materials and selling aids, including, but not limited to, personal
computers, related software, and data files.
<PAGE>
ADDITIONAL TAX INFORMATION
REQUIREMENTS FOR QUALIFICATION AS A REGULATED INVESTMENT COMPANY
100% TREASURY FUND and GOVERNMENT FUND intend to qualify for and elect,
and each of the other Funds has qualified and intends to continue to qualify for
and elect, the tax treatment applicable to regulated investment companies
("RICs") under Subchapter M of the Internal Revenue Code of 1986, as amended
(the "Code"). (Such qualification does not involve supervision of management or
investment practices or policies by the Internal Revenue Service.) In order to
qualify as a RIC, a Fund must, among other things, (i) derive at least 90% of
its gross income from dividends, interest, payments with respect to proceeds
from securities loans, gains from the sale or other disposition of securities or
foreign currencies and other income (including gains from options, futures or
forward contracts) derived with respect to its business of investing in such
securities; and (ii) diversify its holdings so that, at the end of each quarter
of its taxable year, (a) at least 50% of the market value of a Fund's total
assets is represented by cash, U.S. government securities and other securities
limited in respect of any one issuer, to an amount not greater than 5% of a
Fund's total assets and 10% of the outstanding voting securities of such issuer,
and (b) not more than 25% of the value of its total assets is invested in the
securities of any one issuer (other than U.S. government securities and
securities of other RICs). By so qualifying, a Fund is not subject to federal
income tax if it timely distributes its investment company taxable income and
any net realized capital gains. A 4% nondeductible excise tax will be imposed on
a Fund to the extent it does not meet certain distribution requirements by the
end of each calendar year. Each Fund anticipates meeting such distribution
requirements.
TAXES ON THE SALE OR EXCHANGE OF FUND SHARES
Upon a sale or exchange of Fund shares, a shareholder may realize a
taxable gain or loss depending on his or her basis in the shares. A shareholder
must treat such gains or losses as a capital gain or loss if the shareholder
held the shares as capital assets. Capital gain on assets held for more than
twelve months is generally subject to a maximum federal income tax rate of 20%
for an individual. Generally, the Code will not allow a shareholder to realize a
loss on shares he or she has sold or exchanged and replaced within a 61-day
period beginning 30 days before and ending 30 days after he or she sold or
exchanged the shares. The Code will not allow a shareholder to realize a loss on
the sale of Fund shares held by the shareholder for six months or less to the
extent the shareholder received exempt-interest dividends on such shares.
Moreover, the Code will treat a shareholder's loss on shares held for six months
or less as a long-term capital loss to the extent the shareholder received
distributions of net capital gains on such shares.
Shareholders who fail to furnish their taxpayer identification numbers
to a Fund and to certify as to its correctness and certain other shareholders
may be subject to a 31% federal income tax backup withholding requirement on
dividends, distributions of capital gains and redemption proceeds paid to them
by the Fund. If the withholding provisions are applicable, any such dividends or
capital gain distributions to these shareholders, whether taken in cash or
reinvested in additional shares, and any redemption proceeds will be reduced by
the amounts required to be withheld. Investors may wish to consult their own tax
advisors about the applicability of the backup withholding provisions.
TAXES ON DISTRIBUTIONS
Distributions will be taxable to shareholders whether made in shares or
in cash. Shareholders electing to receive distributions in the form of
additional shares will have a cost basis for federal income tax purposes in each
share so received equal to the net asset value of a share of a Fund on the
reinvestment date.
To calculate ordinary income for federal income tax purposes,
shareholders must generally include dividends paid by the Fund from its
investment company taxable income (net investment income plus net realized
short-term capital gains, if any). Since none of a Fund's income will consist of
corporate dividends, no distributions will qualify for the 70% corporate
dividends received deduction.
From time to time, each Fund will distribute the excess of its net
long-term capital gains over its short-term capital losses to shareholders. For
federal tax purposes, shareholders must include such distributions when
calculating their long-term capital gains. Long-term capital gain distributions
are subject to a maximum federal income tax rate of 20% for individuals.
Distributions of long-term capital gains are taxable as such to a shareholder,
no matter how long the shareholder has held the shares.
All distributions, whether received in shares or cash, must be reported
by each shareholder on his or her federal income tax return. Each shareholder
should consult his or her own tax advisor to determine the state and local tax
implications of Fund distributions.
SPECIAL TAX CONSIDERATIONS FOR MUNICIPAL FUND SHAREHOLDERS
The Fund expects that substantially all of its dividends will be
"exempt interest dividends," which should be treated as excludable from federal
gross income. In order to pay exempt interest dividends, at least 50% of the
value of the Fund's assets must consist of federally tax-exempt obligations at
the close of each quarter. An exempt interest dividend is any dividend or part
thereof (other than a capital gain dividend) paid by the Fund with respect to
its net federally excludable municipal obligation interest and designated as an
exempt interest dividend in a written notice mailed to each shareholder not
later than 60 days after the close of its taxable year. The percentage of the
total dividends paid by the Fund with respect to any taxable year that qualifies
as exempt interest dividends will be the same for all shareholders of the Fund
receiving dividends with respect to such year. If a shareholder receives an
exempt interest dividend with respect to any share and such share has been held
for six months or less, any loss on the sale or exchange of such share will be
disallowed to the extent of the exempt interest dividend amount.
Any shareholder of the Fund who may be a "substantial user" of a
facility financed with an issue of tax-exempt obligations or a "related person"
to such a user should consult a tax advisor concerning such user's qualification
to receive exempt interest dividends should the Fund hold obligations financing
such facility.
Under regulations to be promulgated, to the extent attributable to
interest paid on certain private activity bonds, the Fund's exempt interest
dividends, while otherwise tax-exempt, will be treated as a tax preference item
for alternative minimum tax purposes. Corporate shareholders should also be
aware that the receipt of exempt interest dividends could subject them to
alternative minimum tax under the provisions of Section 56(g) of the Code
(relating to "adjusted current earnings").
Under particularly unusual circumstances, such as when the Fund is in a
prolonged defensive investment position, it is possible that no portion of the
Fund's distributions of income to its shareholders for a fiscal year would be
exempt from federal income tax. The Fund does not presently anticipate, however,
that such unusual circumstances will occur.
The Fund intends to distribute its net capital gains as capital gains
dividends. Shareholders should treat such dividends as long-term capital gains.
The Fund will designate capital gains distributions as such by a written notice
mailed to each shareholder no later than 60 days after the close of the Fund's
taxable year. If a shareholder receives a capital gain dividend and holds his
shares for six months or less, then any allowable loss on disposition of such
shares will be treated as a long-term capital loss to the extent of such capital
gain dividend.
<PAGE>
Interest on indebtedness incurred or continued by shareholders to
purchase or carry shares of a Fund will not be deductible for federal income tax
purposes to the extent of the portion of the interest expense relating to exempt
interest dividends. Such portion is determined by multiplying the total amount
of interest paid or accrued on the indebtedness by a fraction, the numerator of
which is the exempt interest dividends received by a shareholder in his taxable
year and the denominator of which is the sum of the exempt interest dividends
and the taxable distributions out of the Fund's investment income and long-term
capital gains received by the shareholder.
OTHER TAX CONSIDERATIONS
The foregoing discussion relates solely to U.S. federal income tax law
as applicable to U.S. persons (i.e., U.S. citizens and residents and U.S.
domestic corporations, partnerships, trusts and estates). It does not reflect
the special tax consequences to certain taxpayers (e.g., banks, insurance
companies, tax exempt organizations and foreign persons). Shareholders are
encouraged to consult their own tax advisors regarding specific questions
relating to federal, state and local tax consequences of investing in shares of
a Fund. Each shareholder who is not a U.S. person should consult his or her tax
advisor regarding the U.S. and foreign tax consequences of ownership of shares
of a Fund, including the possibility that such a shareholder may be subject to a
U.S. withholding tax at a rate of 30% (or at a lower rate under a tax treaty) on
amounts treated as income from U.S. sources under the Code.
EXPENSES
ADVISORY FEES
The table below shows amounts the investment advisor was entitled to
receive from each Fund for the fiscal year or period indicated. These fees,
however, were wholly or partially waived by the investment advisor. Partial
waiver amounts are noted below. Otherwise, the investment advisor completely
waived its fee.
For more information, see "Investment Advisory and Other Services."
==============================================================================
ADVISORY FEES
==============================================================================
- --------------------------- ------------------------------ ===================
FUND YEAR/PERIOD ENDED 1998 PERIOD ENDED 1997
- --------------------------- ------------------------------ ===================
- --------------------------- ------------------------------ ===================
Money Fund $2,502,328 (a) (1) $337,302 (c)
- --------------------------- ------------------------------ ===================
- --------------------------- ------------------------------ ===================
Municipal Fund $489,951 (a) $77,430 (d)
- --------------------------- ------------------------------ ===================
- --------------------------- ------------------------------ ===================
Treasury Fund $2,181,556 (a) (2) $199,136 (d)
- --------------------------- ------------------------------ ===================
- --------------------------- ------------------------------ ===================
100% Treasury Fund $111, 904 (b) N/A
- --------------------------- ------------------------------ ===================
(a) Year ended 2/28/98
(b) 12/8/97 (Commencement of Operations) to 2/28/98 (c)
11/19/96 (Commencement of Operations) to 2/28/97 (d) 11/20/96
(Commencement of Operations) to 2/28/97 (1) Of that amount,
$522,139 waived by investment advisor. (2) Of that amount,
$708,945 waived by investment advisor.
<PAGE>
In addition to the waivers described above, the investment advisor
reimbursed $25,052 of MUNICIPAL Fund's expenses and $63,413 of 100% TREASURY
FUND'S expenses.
DISTRIBUTION FEES FOR INSTITUTIONAL SERVICE SHARES
Pursuant to each Fund's Distribution Plan, the following amounts were
deducted from the net assets of each Fund's Institutional Service Shares for the
fiscal year or period ended February 28, 1998. For more information, see
"Distribution Plan for Institutional Service Shares."
=========================================================
SHAREHOLDER SERVICES FEES
=========================================================
-------------------------------- ========================
Money Fund (a) $2,025,350
-------------------------------- ========================
-------------------------------- ========================
Municipal Fund (a) $62,315
-------------------------------- ========================
-------------------------------- ========================
Treasury Fund (a) $1,467,114
-------------------------------- ========================
-------------------------------- ========================
100% Treasury Fund (b) $2,203
-------------------------------- ========================
(a) Year ended 2/28/98
(b) 12/8/97 (commencement of operations) to 2/28/98
BROKERAGE COMMISSIONS PAID
The Funds have paid no brokerage commissions since their respective
inceptions.
PERFORMANCE
CURRENT, EFFECTIVE AND TAX-EQUIVALENT YIELDS
Each Fund may quote a "current yield" or "effective yield" from time to
time. The current yield is an annualized yield based on the actual total return
for a seven-day period. The effective yield is an annualized yield based on a
compounding of the current yield. These yields are each computed by first
determining the net change in account value for a hypothetical account having a
share balance of one share at the beginning of a seven-day period (shown as
"beginning account value" in the formula below), excluding capital changes. The
net change in account value will generally equal the total dividends declared
with respect to the account. The yields are then computed as follows:
Current Yield = BEGINNING ACCOUNT VALUE X 365/7
Effective Yield = [(1 + TOTAL DIVIDEND FOR 7 DAYS) 365/7]-1
<PAGE>
Yield fluctuations may reflect changes in a Fund's net investment
income. Portfolio changes resulting from net purchases or net redemptions of the
Fund's shares may also affect the yield. Accordingly, a Fund's yield may vary
from day to day. The yield stated for a particular past period is not
necessarily representative of its future yield. Since each Fund uses the
amortized cost method of net asset value computation, it does not anticipate any
change in yield resulting from unrealized gains or losses not reflected in the
yield computation, or change in net asset value during the period used for
computing yield. If any of these conditions should occur, yield quotations would
be suspended. A Fund's yield is not guaranteed, and the principal is not
insured.
Yield information is useful in reviewing a Fund's performance, but
because yields fluctuate, such information cannot necessarily be used to compare
an investment in a Fund's shares with bank deposits, savings accounts and
similar investment alternatives which often provide an agreed or guaranteed
fixed yield for a stated period of time. Shareholders should remember that yield
is a function of (1) the kind and quality of the instruments a Fund holds, (2)
portfolio maturity, (3) operating expenses and (4) market conditions.
In periods of declining interest rates, yields will tend to be somewhat
higher than prevailing market rates. In periods of rising interest rates, yields
will tend to be somewhat lower. Also, when interest rates are falling, the
inflow of net new money to a Fund from the continuous sale of its shares will
likely be invested in instruments producing lower yields than the balance of the
Fund's investments, thereby reducing the current yield of the Fund. In periods
of rising interest rates, the opposite can be expected to occur.
For MUNICIPAL FUND, a tax-equivalent yield is calculated, reflecting
the rate an investor would need to earn from a fully taxable investment to equal
the yield the Fund would provide after federal taxes. The following formula is
used:
Tax-Equivalent Yield = EFFECTIVE YIELD
----------------------------
1 - FEDERAL TAX RATE
Below are the yields of each Fund for the seven-day period ended
February 28, 1998. With respect to the tax-equivalent yield of MUNICIPAL FUND, a
federal tax rate of 36% is assumed.
- ----------------------------------- -------------- -------------- ==============
CURRENT YIELD EFFECTIVE TAX EQUIVALENT
FUND YIELD YIELD
- ----------------------------------- -------------- -------------- ==============
================================================================================
MONEY FUND
================================================================================
- ----------------------------------- -------------- -------------- ==============
Institutional Shares 5.61% 5.76% N/A
- ----------------------------------- -------------- -------------- ==============
- ----------------------------------- -------------- -------------- ==============
Institutional Service Shares 5.36% 5.50% N/A
- ----------------------------------- -------------- -------------- ==============
================================================================================
MUNICIPAL FUND
================================================================================
- ----------------------------------- -------------- -------------- ==============
Institutional Shares 3.65% 3.71% 5.80%
- ----------------------------------- -------------- -------------- ==============
- ----------------------------------- -------------- -------------- ==============
Institutional Service Shares 3.40% 3.45% 5.39%
- ----------------------------------- -------------- -------------- ==============
================================================================================
TREASURY FUND
================================================================================
- ----------------------------------- -------------- -------------- ==============
Institutional Shares 5.46% 5.58% N/A
- ----------------------------------- -------------- -------------- ==============
- ----------------------------------- -------------- -------------- ==============
Institutional Service Shares 5.21% 5.32% N/A
- ----------------------------------- -------------- -------------- ==============
================================================================================
100% TREASURY FUND
================================================================================
- ----------------------------------- -------------- -------------- ==============
Institutional Shares 5.17% 5.30% N/A
- ----------------------------------- -------------- -------------- ==============
- ----------------------------------- -------------- -------------- ==============
Institutional Service Shares 4.88% 4.99% N/A
- ----------------------------------- -------------- -------------- ==============
<PAGE>
FINANCIAL STATEMENTS
The audited financial statements and the reports thereon are hereby
incorporated by reference to each Fund's Annual Report, a copy of which may be
obtained without charge from ESC by calling 1-800-633-2700 or by writing to ESC
at P.O. Box 2121, Boston, Massachusetts 02106-2121.
ADDITIONAL INFORMATION
Except as otherwise stated in its prospectuses or required by law, each
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 Funds'
prospectuses, SAI 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 SAI omit certain information contained in
the Trust's registration statement, which you may obtain for a fee from the SEC
in Washington, D.C.
<PAGE>
24648
APPENDIX A
DESCRIPTION OF BOND RATINGS
Standard & Poor's Ratings Services ("S&P")
An S&P corporate or municipal bond rating is a current assessment of
the creditworthiness of an obligor with respect to a specific obligation. This
assessment of creditworthiness may take into consideration obligors such as
guarantors, insurers or lessees. The debt rating is not a recommendation to
purchase, sell or hold a security, inasmuch as it does not comment as to market
price or suitability for a particular investor.
The ratings are based on current information furnished to S&P by the
issuer or obtained by S&P from other sources it considers reliable. S&P does not
perform any audit in connection with the ratings and may, on occasion, rely on
unaudited financial information. The ratings may be changed, suspended or
withdrawn as a result of changes in or unavailability of such information, or
due to other circumstances.
The ratings are based, in varying degrees, on the following
considerations:
1. Likelihood of default-capacity and willingness of the obligor to
make timely payment of interest and repayment of principal in
accordance with the terms of the obligation.
2. Nature of and provisions of the obligation.
3. Protection afforded by, and relative position of, the obligation in
the event of bankruptcy, reorganization or their arrangement under the
laws of bankruptcy and other laws affecting creditors' rights.
AAA - This is the highest rating assigned by S&P to a debt obligation
and indicates an extremely strong capacity to pay interest and repay any
principal.
AA - Debt rated AA also qualifies as high quality debt obligations.
Capacity to pay interest and repay principal is very strong and in the majority
of instances it differs from AAA issues only in small degree.
A - Debt rated A has a strong capacity to pay interest and repay
principal although it is somewhat more susceptible to the adverse effects of
changes in circumstances and economic conditions than debt in higher rated
categories.
BBB - Debt rated BBB is regarded as having an adequate capacity to pay
interest and repay principal. Whereas it normally exhibits protection
parameters, adverse economic conditions or changing circumstances are more
likely to lead to a weakened capacity to pay interest and repay principal for
debt in this category than in higher rated categories.
BB, B, CCC, CC, C - Debt rated BB, B, CCC, CC and C is regarded, on a
balance, as predominantly speculative with respect to capacity to pay interest
and repay principal in accordance with the terms of the obligation.
<PAGE>
BB indicates the lowest degree of speculation and C the highest degree
of speculation. While such debt will likely have some quality and protective
characteristics, these are outweighed by large uncertainties or major risk
exposures to adverse conditions.
BB - Debt rated BB has less near-term vulnerability to default than
other speculative issues. However, it faces major ongoing uncertainties or
exposure to adverse business, financial, or economic conditions which could lead
to inadequate capacity to meet timely interest and principal payments. The BB
rating category is also used for debt subordinated to senior debt that is
assigned an actual or implied BBB - rating.
B - Debt rated B has greater vulnerability to default but currently has
the capacity to meet interest payments and principal repayments. Adverse
business, financial, or economic conditions will likely impair capacity or
willingness to pay interest and repay principal. The B rating category is also
used for debt subordinated to senior debt that is assigned an actual or implied
BB or BB- rating.
CCC - Debt rated CCC has a currently indefinable vulnerability to
default, and is dependent upon favorable business, financial and economic
conditions to meet timely payment of interest and repayment of principal. In the
event of adverse business, financial or economic conditions, it is not likely to
have the capacity to pay interest and repay principal. The CCC rating category
is also used for debt subordinated to senior debt that is assigned an actual or
implied B or B- rating.
CC - The rating CC is typically applied to debt subordinated to senior
debt that is assigned an actual or implied CCC rating.
C - The rating C is typically applied to debt subordinated to senior
debt which is assigned an actual or implied CCC- debt rating. The C rating may
be used to cover a situation where a bankruptcy petition has been filed, but
debt service payments are continued.
C1 - The rating C1 is reserved for income bonds on which no interest is
being paid.
D - Debt rated D is in payment default. It is used when interest
payments or principal payments are not made on a due date even if the applicable
grace period has not expired, unless S&P believes that such payments will be
made during such grace periods; it will also be used upon a filing of a
bankruptcy petition if debt service payments are jeopardized.
Plus (+) or Minus (-) - To provide more detailed indications of credit
quality, the ratings from AA to CCC may be modified by the addition of a plus or
minus sign to show relative standing within the major rating categories.
NR - indicates that no public rating has been requested, that there is
insufficient information on which to base a rating, or that S&P does not rate a
particular type of obligation as a matter of policy. Debt obligations of issuers
outside the U.S. and its territories are rated on the same basis as domestic
corporate and municipal issues. The ratings measure the creditworthiness of the
obligor but do not take into account currency exchange and related
uncertainties.
Bond Investment Quality Standards: Under present commercial bank
regulations issued by the Comptroller of the Currency, bonds rated in the top
four categories (AAA, AA, A and BBB, commonly known as "Investment Grade"
ratings) are generally regarded as eligible for bank investment. In addition,
the Legal Investment Laws of various states may impose certain rating or other
standards for obligations eligible for investment by savings banks, trust
companies, insurance companies and fiduciaries generally.
Moody's Investors Service, Inc. ("Moody's")
A brief description of the applicable Moody's rating symbols and their
meanings follows:
Aaa - Bonds which are rated Aaa are judged to be of the best quality.
They carry the smallest degree of investment risk and are generally referred to
as "gilt edge." Interest payments are protected by a large or by an
exceptionally stable margin and principal is secure. While the various
protective elements are likely to change such changes as can be visualized are
most unlikely to impair the fundamentally strong position of such issues.
Aa - Bonds which are rated Aa are judged to be of high quality by all
standards. Together with the Aaa group they comprise what are generally known as
high grade bonds. They are rated lower than the best bonds because margins of
protection may not be as large as in Aaa securities or fluctuations of
protective elements may be of greater amplitude or there may be other elements
present which make the long-term risks appear somewhat larger than in Aaa
securities.
A - Bonds which are rated A possess many favorable investment
attributes and are to be considered as upper medium grade obligations. Factors
giving security to principal and interest are considered adequate, but elements
may be present which suggest a susceptibility to impairment sometime in the
future.
Baa - Bonds which are rated Baa are considered as medium grade
obligations, i.e., they are neither highly protected nor poorly secured.
Interest payments and principal security appear adequate for the present but
certain protective elements may be lacking or may be characteristically
unreliable over any great length of time. Some bonds lack outstanding investment
characteristics and in fact have speculative characteristics as well. NOTE:
Bonds within the above categories which possess the strongest investment
attributes are designated by the symbol "1" following the rating.
Ba - Bonds which are rated Ba are judged to have speculative elements;
their future cannot be considered as well assured. Often the protection of
interest and principal payments may be very moderate and thereby not well
safeguarded during good and bad times over the future. Uncertainty of position
characterizes bonds in this class.
B - Bonds which are rated B generally lack characteristics of a
desirable investment. Assurance of interest and principal payments or of
maintenance of other terms of the contract over any long period of time may be
small.
Caa - Bonds which are rated Caa are of poor standing. Such issues may
be in default or there may be present elements of danger with respect to
principal or interest.
Ca - Bonds which are rated Ca represent obligations which are
speculative to a high degree. Such issues are often in default or have other
marked shortcomings.
C - Bonds which are rated C are the lowest rated class of bonds and
issues so rated can be regarded as having extremely poor prospects of ever
attaining any real investment standing.
<PAGE>
24648
Duff & Phelps, Inc.: AAA -- highest credit quality, with negligible
risk factors; AA -- high credit quality, with strong protection factors and
modest risk, which may vary very slightly from time to time because of economic
conditions; A -- average credit quality with adequate protection factors, but
with greater and more variable risk factors in periods of economic stress. The
indicators "+" and "-" to the AA and A categories indicate the relative position
of credit within those rating categories.
Fitch IBCA, Inc.: AAA -- highest credit quality, with an exceptionally
strong ability to pay interest and repay principal; AA -- very high credit
quality, with very strong ability to pay interest and repay principal; A -- high
credit quality, considered strong as regards principal and interest protection,
but may be more vulnerable to adverse changes in economic conditions and
circumstances. The indicators "+" and "-" to these categories indicate the
relative position of credit within those rating categories.
DESCRIPTION OF MUNICIPAL NOTE RATINGS
An S&P note rating reflects the liquidity concerns and market access
risks unique to notes. Notes due in three years or less will likely receive a
note rating. Notes maturing beyond three years will most likely receive a
long-term debt rating. The following criteria will be used in making that
assessment.
o Amortization schedule (the larger the final maturity relative to
other maturities the more likely it will be treated as a note).
o Source of Payment (the more dependent the issue is on the market for
its refinancing, the more likely it will be treated as a note.) Note rating
symbols are as follows:
o SP-1 Very strong or strong capacity to pay principal and interest.
Those issues determined to possess overwhelming safety characteristics will be
given a plus (+) designation.
o SP-2 Satisfactory capacity to pay principal and interest.
o SP-3 Speculative capacity to pay principal and interest.
Moody's Short-Term Loan Ratings - Moody's ratings for state and
municipal short-term obligations will be designated Moody's Investment Grade
(MIG). This distinction is in recognition of the differences between short-term
credit risk and long-term risk. Factors affecting the liquidity of the borrower
are uppermost in importance in short-term borrowing, while various factors of
major importance in bond risk are of lesser importance over the short run.
Rating symbols and their meanings follow:
o MIG 1 - This designation denotes best quality. There is present
strong protection by established cash flows, superior liquidity support or
demonstrated broad-based access to the market for refinancing.
o MIG 2 - This designation denotes high quality. Margins of protection
are ample although not so large as in the preceding group.
o MIG 3 - This designation denotes favorable quality. All security
elements are accounted for but this is lacking the undeniable strength of the
preceding grades. Liquidity and cash flow protection may be narrow and market
access for refinancing is likely to be less well established.
<PAGE>
o MIG 4 - This designation denotes adequate quality. Protection
commonly regarded as required of an investment security is present and although
not distinctly or predominantly speculative, there is specific risk.
COMMERCIAL PAPER RATINGS
Moody's: Commercial paper rated "Prime" carries the smallest degree of
investment risk. The modifiers 1, 2, and 3 are used to denote relative strength
within this highest classification.
S&P: "A" is the highest commercial paper rating category utilized by
S&P, which uses the numbers 1+, 1, 2 and 3 to denote relative strength within
its "A" classification.
Duff & Phelps, Inc.: Duff 1 is the highest commercial paper rating
category utilized by Duff & Phelps, which uses + or - to denote relative
strength within this classification. Duff 2 represents good certainty of timely
payment, with minimal risk factors. Duff 3 represents satisfactory protection
factors, with risk factors larger and subject to more variation.
Fitch IBCA, Inc.: F-1+ -- denotes exceptionally strong credit quality
given to issues regarded as having the strongest degree of assurance for timely
payment; F-1 -- very strong, with only a slightly less degree of assurance for
timely payment than F-1+; F-2 -- good credit quality, carrying a satisfactory
degree of assurance for timely payment.
