1933 Act No. 333-37227
1940 Act No. 811-08405
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [ ]
Pre-Effective Amendment No. [ ]
Post-Effective Amendment No. 13 [X]
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [ ]
Amendment No. 14 [X]
EVERGREEN SELECT MONEY MARKET TRUST
(As successor to certain series of Mentor Institutional Trust)
(Exact Name of Registrant as Specified in Charter)
200 Berkeley Street, Boston, Massachusetts 02116-5034
(Address of Principal Executive Offices)
(617) 210-3200
(Registrant's Telephone Number)
The Corporation Trust Company
1209 Orange Street
Wilmington, Delaware 19801
(Name and Address of Agent for Service)
It is proposed that this filing will become effective:
[X] immediately upon filing pursuant to paragraph (b)
[ ] on October 29, 1999 pursuant to paragraph (b)
[ ] 60 days after filing pursuant to paragraph (a)(1)
[ ] on (date) pursuant to paragraph (a)(11
[ ] 75 days after filing pursuant to paragraph (a)(2)
[ ] on (date) pursuant to paragraph (a)(2) of Rule 485
If appropriate, check the following box:
[ ] this post-effective amendment designates a new effective date for a
previously filed post-effective amendment
[ ] 60 days after filing pursuant to paragraph (a)(1)
[ ] on (date) pursuant to paragraph (a)(1)
<PAGE>
EVERGREEN SELECT MONEY MARKET TRUST
CONTENTS OF
POST-EFFECTIVE AMENDMENT NO. 13
to
REGISTRATION STATEMENT
This Post-Effective Amendment No. 13 to Registrant's Registration Statement
No. 333-37227/811-08405 consists of the following pages, items of information
and documents:
The Facing Sheet
PART A
------
Prospectuses for Evergreen Cash Management Money Market Fund, Evergreen
Cash Management Municipal Money Market Fund, and Evergreen Cash Management
U.S. Government Money Market Fund are contained herein.
Prospectuses for Evergreen Select Money Market Fund, Evergreen Select
Municipal Money Market Fund, Evergreen Select Treasury Money Market Fund,
Evergreen Select U.S. Government Money Market Fund and Evergreen Select 100%
Treasury Money Market Fund is contained in Post-Effective Amendment No. 10 to
Registration Statement Nos. 333-37227/811-08405 filed on June 26, 2000 and is
incorporated by reference herein.
Prospectus for SNAP Fund is contained in Post-Effective Amendment No. 12
to Registration Statement Nos. 333-37227/811-08405 filed on October 26, 2000
and is incorporated by reference herein.
PART B
------
Statement of Additional Information for Evergreen Cash Management Money
Market Fund, Evergreen Cash Management Municipal Money Market Fund, and
Evergreen Cash Management U.S. Government Money Market Fund is contained herein.
Statement of Additional Information for Evergreen Select Money Market Fund,
Evergreen Select Municipal Money Market Fund, Evergreen Select Treasury Money
Market Fund, Evergreen Select U.S. Government Money Market Fund and Evergreen
Select 100% Treasury Money Market Fund is contained in Post-Effective Amendment
No. 10 to Registration Statement Nos. 333-37227/811-08405 filed on June 26, 2000
and is incorporated by reference herein.
Statement of Additional Information for SNAP Fund is contained in
Post-Effective Amendment No. 12 to Registration Statement Nos.
333-37227/811-08405 filed on October 26, 2000 and is incorporated by reference
herein.
PART C
------
Exhibits
Indemnification
Business and Other Connections of Investment Adviser
Principal Underwriter
Location of Accounts and Records
Undertakings
Signatures
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EVERGREEN SELECT MONEY MARKET TRUST
PART A
PROSPECTUS
ADMINISTRATIVE SHARES
<PAGE>
Evergreen
Cash Management
Money Market
Funds
Evergreen Cash Management Money Market Fund
Evergreen Cash Management Municipal Money Market Fund
Evergreen Cash Management U.S. Government Money Market Fund
Administrative shares
Prospectus, November 15, 2000
The Securities and Exchange Commission has not determined that the information
in this prospectus is accurate or complete, nor has it approved or disapproved
these securities. Anyone who tells you otherwise is committing a crime.
<PAGE>
T A B L E O F C O N T E N T S
FUND RISK/RETURN SUMMARIES:
Overview of Fund Risks......................... 1
Evergreen Cash Management Money
Market Fund................................. 2
Evergreen Cash Management Municipal
Money Market Fund........................... 4
Evergreen Cash Management U.S.
Government Money Market Fund................ 6
GENERAL INFORMATION:
The Funds' Investment Advisor.................. 8
Calculating the Share Price.................... 8
How to Choose an Evergreen Fund................ 8
How to Buy Shares.............................. 9
How to Redeem Shares...........................10
The Tax Consequences of
Investing in the Funds.......................11
Fees and Expenses of the Funds.................11
Other Fund Practices...........................13
In general, Funds included in this prospectus provide investors with a
selection of investment alternatives which seek to provide current income
consistent preservation of principal and liquidity.
Fund Summaries Key
Each Fund's summary is organized around the following basic topics and
questions:
INVESTMENT GOAL
What is the Fund's financial objective? You can find clarification on how the
Fund seeks to achieve its objective by looking at the Fund's strategy and
investment policies. The Fund's Board of Trustees can change the investment
objective without a shareholder vote.
INVESTMENT STRATEGY
How does the Fund go about trying to meet its goals? What types of investments
does it contain? What style of investing and investment philosophy does it
follow? Does it have limits on the amount invested in any particular type of
security?
RISK FACTORS
What are the specific risks for an investor in the Fund?
PERFORMANCE
How well has the Fund performed in the past year? The past five years? The past
ten years?
EXPENSES
How much does it cost to invest in the Fund? What is the difference between
sales charges and expenses?
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O V E R V I E W O F F U N D R I S K S
Cash Management Money Market Funds
typically rely on a combination of the following strategies:
o maintaining net asset value at $1.00 per share;
o investing in high-quality, short-term money market instruments, including
U.S. government securities;
o investing in compliance with industry-standard requirements for money
market funds for the quality, maturity and diversification of investments;
and
o selling a portfolio investment when: i) the issuer's investment
fundamentals begin to deteriorate; ii) to take advantage of more attractive
yield opportunities; iii) when the investment no longer appears to meet the
Fund's investment objective; iv) when the Fund must meet redemptions; or v)
for other investment reasons which the portfolio manager deems necessary.
may be appropriate for investors who:
o are seeking a conservative investment which invests in relatively safe
securities;
o are seeking a fund for short-term investment; and
o are seeking liquidity.
Following this overview, you will find information on each Fund's specific
investment strategies and risks.
Risk Factors For All Mutual Funds
Please remember that mutual fund investment shares are:
o not guaranteed to achieve their investment goal
o not a deposit with a bank
o not insured, endorsed or guaranteed by the FDIC or any government agency
o subject to investment risks, including possible loss of your original
investment
Although the Funds seek to preserve the value of your investment at $1.00 per
share, it is possible to lose money by investing in the Funds.
Following are some of the factors that may affect the value of your investment.
Other factors may be described in the discussion following this overview:
Interest Rate Risk
When interest rates go up, the value of debt securities tend to fall. Since the
Fund invests substantially all of its portfolio in debt securities, if interest
rates rise, then the value of your investment may decline. When interest rates
go down, interest earned by the Fund on its investments may also decline, which
could cause the Fund to reduce the dividends it pays. The longer the term of the
security held by the Fund, the more the Fund is subject to interest rate risk.
Credit Risk
The value of a debt security is directly affected by the issuer's ability to
repay principal and pay interest on time. Since the Fund invests in debt
securities, the value of your investment may decline if an issuer fails to pay
an obligation on a timely basis.
1 CASH MANAGEMENT MONEY MARKET FUNDS
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Cash Management Money Market Fund
FUND FACTS:
Goals:
o Current Income
o Preservation of Capital
o Liquidity
Principal Investments:
o Money Market Instruments
Class of Shares Offered in this Prospectus:
o Administrative
Investment Advisor:
o Evergreen Investment Management
Dividend Payment Schedule:
o Monthly
INVESTMENT GOAL
The Fund seeks to achieve as high a level of current income as is consistent
with preserving capital and providing liquidity.
INVESTMENT STRATEGY
The following supplements the investment strategies discussed in the "Overview
of Fund Risks" on page 1.
The Fund invests in money market securities including certificates of deposit
and bankers' acceptances, commercial paper, U.S. Treasury obligations,
short-term corporate obligations and repurchase agreements determined to present
minimal credit risk.
The Fund invests principally in short-term corporate debt securities. In
addition, the Fund may invest in short-term securities issued or guaranteed by
the U.S. government or its agencies or instrumentalities, including the
Interamerican Development Bank and the International Bank for Reconstruction and
Development. The Fund may invest up to 30% of its total assets in bank
certificates of deposit and bankers' acceptances payable in U.S. dollars and
issued by foreign banks (including U.S. branches of foreign banks) or by foreign
branches of U.S. banks. The Fund may also invest in commercial paper.
The portfolio manager focuses primarily on the interest rate environment in
determining which securities to purchase for the portfolio. Generally, in a
rising rate environment, the Fund will invest in securities of shorter
maturities. If interest rates are high, the Fund will invest in securities with
longer maturities; however, the Fund will not acquire any security with a
remaining maturity of greater than 397 days.
RISK FACTORS
Your investment in the Fund is subject to the risks discussed in the "Overview
of Fund Risks" on page 1 under the headings:
o Interest Rate Risk
o Credit Risk
Because obligations of the Interamerican Development Bank and the International
Bank of Reconstruction and Development are supported only by appropriated but
unpaid commitments of member countries, there is no assurance that the
commitments will be paid in the future.
For further information regarding the Fund's investment strategy and risk
factors see "Other Fund Practices".
2 CASH MANAGEMENT MONEY MARKET FUNDS
<PAGE>
PERFORMANCE
Since the Fund had not begun operations as of the date of this Prospectus, no
performance information is available.
To obtain current yield information call 1-800- 847-5397.
EXPENSES
This section describes the fees and expenses you would pay if you bought and
held shares of the Fund.
You pay no shareholder transaction fees.
Annual Fund Operating Expenses
(expenses that are deducted from Fund assets)+
Total Fund
Management 12b-1 Other Operating
Fees Fees Expenses Expenses++
Administrative 0.20% 0.05% 0.17% 0.42%
+Estimated for the period ending 2/28/2001.
++From time to time, the Fund's investment advisor may, at its discretion,
reduce or waive its fees or reimburse the Fund for certain of its expenses in
order to reduce expense ratios. The Fund's investment advisor may cease these
waivers or reimbursements at any time. The Annual Fund Operating Expenses do not
reflect fee waivers and expense reimbursements. Including fee waivers and
expense reimbursements, Total Fund Operating Expenses are estimated to be 0.25%.
The table below shows the total expenses you would pay on a $10,000 investment
over one- and three-year periods. The example is intended to help you compare
the cost of investing in this Fund versus other mutual funds and is for
illustration only. The example assumes a 5% average annual return and
reinvestment of all dividends and distributions. Your actual costs may be higher
or lower.
Example of Fund Expenses
After: Administrative
1 year $43
3 years $135
3 CASH MANAGEMENT MONEY MARKET FUNDS
<PAGE>
Cash Management Municipal Money Market Fund
FUND FACTS:
Goals:
o Current Income Exempt from Federal Tax
o Preservation of Capital
o Liquidity
Principal Investment:
o Municipal Money Market Securities
Class of Shares
Offered in this
Prospectus:
o Administrative
Investment Advisor:
o Evergreen Investment Management
Dividend Payment Schedule:
o Monthly
INVESTMENT GOAL
The Fund seeks to achieve as high a level of current income exempt from federal
income tax as is consistent with preserving capital and providing liquidity.
INVESTMENT STRATEGY
The following supplements the investment strategies discussed in the "Overview
of Fund Risks" on page 1.
The Fund invests at least 80% of its assets in municipal money market
securities, the interest from which is exempt from federal income tax other than
the alternative minimum tax. The Fund invests in municipal money market
securities determined to present minimal credit risk and issued by any U.S.
state, the District of Columbia and their political subdivisions. The Fund
invests in fixed, variable or floating rate general obligation and revenue
bonds; tax, bond and revenue anticipation notes; and commercial paper
obligations.
In determining which securities to purchase for the portfolio, the portfolio
manager focuses on the supply and demand of the security in the market place as
well as the current interest rate environment. Generally, in a rising rate
environment, the Fund will invest in securities of shorter maturities. If
interest rates are high, the Fund will invest in securities with longer
maturities; however, the Fund will not acquire any security with a remaining
maturity of greater than 397 days.
The Fund may temporarily invest up to 20% of its net assets in taxable
securities under one or more of the following circumstances: (a) pending
investment of proceeds from the sale of Fund shares or from 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 also temporarily invest up to 100% of its total assets in taxable
securities for defensive purposes which may result in the Fund not achieving its
investment objective.
RISK FACTORS
Your investment in the Fund is subject to the risks discussed in the "Overview
of Fund Risks" on page 1 under the headings:
o Interest Rate Risk
o Credit Risk
Because the taxable money market is a broader and more liquid market and has a
greater number of investors, issuers and market makers than the market for
short-term tax exempt municipal securities, the liquidity of the Fund may not be
equal to that of a money market fund which invests exclusively in short-term
taxable money market instruments. The more limited marketability of short -term
tax exempt municipal securities may make it difficult in certain circumstances
to dispose of large investments advantageously.
For further information regarding the Fund's investment strategy and risk
factors see "Other Fund Practices".
4 CASH MANAGEMENT MONEY MARKET FUNDS
<PAGE>
PERFORMANCE
Since the Fund had not begun operations as of the date of this Prospectus, no
performance information is available.
To obtain current yield information call 1-800-847-5397
EXPENSES
This section describes the fees and expenses you would pay if you bought and
held shares of the Fund.
You pay no shareholder transaction fees.
Annual Fund Operating Expenses
(expenses that are deducted from Fund assets)+
Total Fund
Management 12b-1 Other Operating
Fees Fees Expenses Expenses++
Administrative 0.20% 0.05% 0.29% 0.54%
+Estimated for the period ending 2/28/2001.
++From time to time, the Fund's investment advisor may, at its discretion,
reduce or waive its fees or reimburse the Fund for certain of its expenses in
order to reduce expense ratios. The Fund's investment advisor may cease these
waivers or reimbursements at any time. The Annual Fund Operating Expenses do not
reflect fee waivers and expense reimbursements. Including fee waivers and
expense reimbursements, Total Fund Operating Expenses are estimated to be 0.25%.
The table below shows the total expenses you would pay on a $10,000 investment
over one- and three-year periods. The example is intended to help you compare
the cost of investing in this Fund versus other mutual funds and is for
illustration only. The example assumes a 5% average annual return and
reinvestment of all dividends and distributions. Your actual costs may be higher
or lower.
Example of Fund Expenses
After: Administrative
1 year $55
3 years $173
5 CASH MANAGEMENT MONEY MARKET FUNDS
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Cash Management U.S. Government Money Market Fund
FUND FACTS:
Goals:
o Current Income
o Preservation of Capital
o Maintain Liquidity
Principal Investment:
o Short-Term U.S. Government Securities
Class of Shares Offered in this Prospectus:
o Administrative
Investment Advisor:
o Evergreen Investment Management
Dividend Payment Schedule:
o Monthly
INVESTMENT GOAL
The Fund seeks to achieve as high a level of current income as is consistent
with preserving capital and maintaining liquidity.
INVESTMENT STRATEGY
The following supplements the investment strategies discussed in the "Overview
of Fund Risks" on page 1.
The Fund will invest primarily in high-quality, short-term securities issued or
guaranteed by the U.S. government, its agencies or instrumentalities and
repurchase agreements backed by such securities. In addition, the Fund may
invest in obligations of the Interamerican Development Bank and the
International Bank for Reconstruction and Development. The portfolio manager
focuses primarily on the interest rate environment in determining which
securities to purchase for the portfolio. Generally, in a rising rate
environment, the Fund will invest in securities of shorter maturities. If
interest rates are high, the Fund will invest in securities with longer
maturities; however the Fund will not acquire any security with a remaining
maturity of greater than 397 days.
RISK FACTORS
Your investment in the Fund is subject to the risks discussed in the "Overview
of Fund Risks" on page 1 under the headings:
o Interest Rate Risk
In addition to interest rate risk, the Fund is subject to risks associated with
obligations of the Interamerican Development Bank and the International Bank of
Reconstruction and Development. Because these banks are supported only by
appropriated but unpaid commitments of member countries, there is no assurance
that the commitments will be paid in the future.
For further information regarding the Fund's investment strategy and risk
factors see "Other Fund Practices."
6 CASH MANAGEMENT MONEY MARKET FUNDS
<PAGE>
PERFORMANCE
Since the Fund had not begun operations as of the date of this Prospectus, no
performance information is available.
To obtain current yield information call 1-800-847-5397
EXPENSES
This section describes the fees and expenses you would pay if you bought and
held shares of the Fund.
You pay no shareholder transaction fees.
Annual Fund Operating Expenses
(expenses that are deducted from Fund assets)+
Total Fund
Management 12b-1 Other Operating
Fees Fees Expenses Expenses++
Administrative 0.20% 0.05% 0.29% 0.54%
+Estimated for the period ending 2/28/2001.
++From time to time, the Fund's investment advisor may, at its discretion,
reduce or waive its fees or reimburse the Fund for certain of its expenses in
order to reduce expense ratios. The Fund's investment advisor may cease these
waivers or reimbursements at any time. The Annual Fund Operating Expenses do not
reflect fee waivers and expense reimbursements. Including fee waivers and
expense reimbursements, Total Fund Operating Expenses are estimated to be 0.25%.
The table below shows the total expenses you would pay on a $10,000 investment
over one- and three-year periods. The example is intended to help you compare
the cost of investing in this Fund versus other mutual funds and is for
illustration only. The example assumes a 5% average annual return and
reinvestment of all dividends and distributions. Your actual costs may be higher
or lower.
Example of Fund Expenses
After: Administrative
1 year $55
3 years $173
7 CASH MANAGEMENT MONEY MARKET FUNDS
<PAGE>
THE FUNDS' INVESTMENT ADVISOR
An investment advisor manages a Fund's investments and supervises its daily
business affairs. The investment advisor for the Funds is Evergreen Investment
Management (EIM). EIM is a division of First Union National Bank. All investment
advisors for the Evergreen Funds are subsidiaries of First Union Corporation,
the sixth largest bank holding company in the United States, with over $242.76
billion in consolidated assets as of 10/31/2000. First Union Corporation is
located at 301 South College Street, Charlotte, North Carolina 28288-0013.
EIM has been managing money for over 50 years and currently manages over $30.3
billion in assets for 36 of the Evergreen Funds. EIM is located at 201 South
College Street, Charlotte, North Carolina 28288-0630.
Each Fund's current contractual fee for advisory services is set forth below:
Current
contractual
advisory fee rate
Fund as a percentage of
average daily net
assets
Cash Management Money Market Fund 0.20%
Cash Management Municipal Money 0.20%
Market Fund
Cash Management U.S. Government 0.20%
Money Market Fund
CALCULATING THE SHARE PRICE
The value of one share of a Fund, also known as the net asset value, or NAV, is
calculated on each day the New York Stock Exchange is open at:
---------------------------------- ------------------------
Fund Daily NAV calculation
(Eastern time)
---------------------------------- ------------------------
---------------------------------- ------------------------
Cash Management Money Market Fund 5:00 p.m.
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---------------------------------- ------------------------
Cash Management Municipal Money 12:00 noon and 3:00 p.m.
Market Fund
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Cash Management U.S. Government 4:00 p.m.
Money Market Fund
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The Fund calculates the share price for each share by adding up its total
assets, subtracting all liabilities, then dividing the result by the total
number of shares outstanding. Each class of shares is calculated separately.
Each security held by a Fund is 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 price per share you pay for a Fund purchase or the amount you receive for a
Fund redemption is based on the next price calculated after the order is
received and all required information is provided. The value of your account at
any given time is the latest share price multiplied by the number of shares you
own.
HOW TO CHOOSE AN EVERGREEN FUND
When choosing an Evergreen Fund, you should:
o Most importantly, read the prospectus to see if the Fund is suitable for
you.
o Request any additional information you want about the Fund, such as the
Statement of Additional Information (SAI), Annual Report or Semi-annual
Report by calling 1-800-847-5397. In addition, any of these documents, with
the exception of the SAI, may be downloaded off our website at
www.evergreen-funds.com.
8 CASH MANAGEMENT MONEY MARKET FUNDS
<PAGE>
HOW TO BUY SHARES
After choosing a Fund, you select a share class. The Funds offer six different
classes. Administrative shares are offered in this prospectus. Institutional,
Institutional Service, Investor, Participant and Reserve shares are each
offered in separate prospectuses. Institutional shares are only offered to
investment advisory clients of an investment advisor of an Evergreen Fund (or
the advisor's affiliates) and through special arrangements entered into
on behalf of the Evergreen Funds with certain financial services firms.
The minimum initial investment is $1 million. There is no minimum amount
required for subsequent purchases.
The Cash Management Funds are intended for investment primarily by institutional
customers of banks, certain broker-dealers and other financial institutions. It
is expected that the Cash Management Funds may be particularly suitable for
corporate cash managers, municipalities, or other public entities.
Opening an Account
Call 1-800-847-5397 to set up an account and get wiring instructions.
Complete an account application and mail to:
Postal Service Address: Overnight Address:
Evergreen Service Company Evergreen Service Company
P.O. Box 2121 200 Berkeley St.
Boston, MA 02106-9970 Boston, MA 02116-5034
Purchase orders will be accepted for execution at the next NAV calculation time
after the order is placed, provided that the order is properly submitted and
received by Evergreen Funds.
------------------------------------------------------ -------------------------
Fund NAV Calculation Times
(Eastern time)
------------------------------------------------------ -------------------------
------------------------------------------------------ -------------------------
Cash Management Money Market Fund 5:00 p.m.
------------------------------------------------------ -------------------------
------------------------------------------------------ -------------------------
Cash Management Municipal Money Market Fund 3:00 p.m.
------------------------------------------------------ -------------------------
------------------------------------------------------ -------------------------
Cash Management U.S. Government Money Market Fund 4:00 p.m.
------------------------------------------------------ -------------------------
Purchase orders received after such times will be processed at the next day's
NAV. A purchase order is considered properly submitted when the transfer agent
has received proper notice of the order and federal funds have been received by
Evergreen Funds at the applicable fund's designated wire bank. All purchases
must be made by federal funds. Checks and Automated Clearing House System (ACH)
payments will not be accepted.
Adding to an Account
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Phone or Wire Call your investment professional or call Evergreen Funds directly at 1-800-847-5397*
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Exchange o You can make an additional investment by exchange from an existing Evergreen
Cash Management account by contacting your investment representative.
o You can only exchange shares within the same class of the Evergreen Cash Management
Funds.
o There is no sales charge or redemption fee when exchanging funds within the Evergreen
Cash Management Funds.
o Exchanges between accounts which do not have identical ownership must be made in
writing with a signature guarantee (see "Exceptions:Redmeption Requests That Require
A Signature Guarantee" on the next page).
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*Orders should be placed as early in the day as possible and advance notice of
large purchases provided to Evergreen Funds at 1-800-847-5397.
**Once you have authorized either the telephone exchange or redemption service,
anyone with the required account information (including your broker) can
request a telephone transaction in your account. All calls are recorded and/or
monitored for verification, recordkeeping and quality-assurance purposes. The
Evergreen Funds reserve the right to terminate the exchange privilege of any
shareholder who exceeds the listed maximum number of exchanges, as well as to
reject any large dollar exchange if placing it would, in the judgment of the
portfolio manager, adversely affect the price of the Fund.
Short-term or excessive trading into and out of a Fund may harm performance by
disrupting portfolio management strategies and by increasing expenses.
Accordingly, the Cash Management Funds may reject any purchase orders, including
exchanges, particularly from market timers or investors who, in Cash Management
Funds opinion, have a pattern of short-term or excessive trading or whose
trading has been or may be disruptive to the Cash Management Funds. For these
purposes, Evergreen Funds may consider an investor's trading history in that
Fund or other Cash Management Funds, and accounts under common ownership or
control.
9 CASH MANAGEMENT MONEY MARKET FUNDS
<PAGE>
HOW TO REDEEM SHARES
Redemption orders will be processed at the next NAV calculation time after the
order is placed, provided that the order is properly submitted and received by
Evergreen Funds.
------------------------------------------------ -------------------------------
Fund NAV Calculation Times
(Eastern time)
------------------------------------------------ -------------------------------
------------------------------------------------ -------------------------------
Cash Management Money Market Fund 5:00 p.m.
------------------------------------------------ -------------------------------
------------------------------------------------ -------------------------------
Cash Management Municipal Money Market Fund 12:00 noon
------------------------------------------------ -------------------------------
------------------------------------------------ -------------------------------
Cash Management U.S. Government Money Market 4:00 p.m.
Fund
------------------------------------------------ -------------------------------
Redemption orders received after such times will be processed at the next day's
NAV. Payment for redeemed shares is normally made by Federal Reserve wire to the
commercial bank designated on your account application.
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Methods Requirements
------------------------- ------------------------------------------------------------------------------------
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Call Us o Call your investment professional or call Evergreen Funds directly at
1-800-847-5397 between 8 a.m. and 6 p.m. Eastern time, on any
business day.*+
o All telephone calls are recorded and/or monitored for your protection.
We are not responsible for acting on telephone orders we believe are
genuine.
o See exceptions list below for requests that must be made in writing.
------------------------- ------------------------------------------------------------------------------------
------------------------- ------------------------------------------------------------------------------------
Write Us o You can mail a redemption request to:
Postal Service Address: Overnight Address:
Evergreen Service Company Evergreen Service Company
P.O. Box 2121 200 Berkeley St.
Boston, MA 02106-9970 Boston, MA 02116-5034
o Your letter of instructions must:
- list the Fund name and the account number
- indicate the number of shares or dollar value you wish to redeem
- be signed by the registered owner(s)
o See "Exceptions: Redemption Requests That Require a Signature Guarantee"
below for requests that must be signature guaranteed.
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------------------------- ------------------------------------------------------------------------------------
Redeem Your Shares in o You may also redeem your shares through participating broker-dealers by
Person delivering a letter as described above to your broker-dealer.
o A fee may be charged for this service.
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*The Fund's shares may be made available through financial services firms which
are also investment dealers and which have a service agreement with EDI. The
Fund has approved the acceptance of purchase and repurchase request orders
effective as of the time of their receipt by certain authorized financial
intermediaries.
+Once you have authorized either the telephone exchange or
redemption service, anyone with the required account information (including your
broker) can request a telephone transaction in your account. All calls are
recorded and/or monitored for verification, recordkeeping and quality-assurance
purposes. The Evergreen Funds reserve the right to terminate the exchange
privilege of any shareholder who exceeds the listed maximum number of exchanges,
as well as to reject any large dollar exchange if placing it would, in the
judgment of the portfolio manager, adversely affect the price of the Fund.
Timing of Proceeds
Normally, we will send your redemption proceeds for orders received prior to the
NAV calculation time via federal funds wire on the same day. We also reserve the
right to redeem in kind, under certain circumstances, by paying you the proceeds
of a redemption in securities rather than in cash, and to redeem the remaining
amount in the account if your redemption brings the account balance below the
initial minimum of $1,000,000.
Exceptions: Redemption Requests That Require A Signature Guarantee
To protect you and the Evergreen Funds against fraud, certain redemption
requests must be made in writing with your signature guaranteed. A signature
guarantee can be obtained at most banks and securities dealers. A notary public
is not authorized to provide a signature guarantee. The following circumstances
require signature guarantees:
o You want the proceeds transmitted to a bank account
not listed on the account
o You want the proceeds payable to anyone other than
the registered owner(s) of the account
o Either your address or the address of your bank
account has been changed within 30 days
Who Can Provide A Signature Guarantee:
o Commercial Bank
o Trust Company
o Savings Association
o Credit Union
o Member of a U.S. stock exchange
o Redemption requests should be placed as early in the day as possible and
advance notice of large redemptions provided to Evergreen Funds
1-800-847-5397
10 CASH MANAGEMENT MONEY MARKET FUNDS
<PAGE>
THE TAX CONSEQUENCES OF INVESTING IN THE FUNDS
You may be taxed in two ways:
o On Fund distributions (dividends and capital gains)
o On the profit you make when you sell any or all of your shares.
Fund Distributions
A mutual fund passes along to all of its shareholders the net income or profits
it receives from its investments. The shareholders of the Fund then pay any
taxes due, whether they receive these distributions in cash or elect to have
them reinvested. The Cash Management Municipal Money Market Fund expects that
substantially all of its regular dividends will be exempt from federal income
tax other than the alternative minimum tax The Funds will distribute two types
of taxable income to you:
o Dividends
The Funds generally declare dividends on each business day and pay dividends
monthly. Dividends are paid on shares for which proper payment has been
received.
Dividends payable up to the date of redemption on redeemed shares will normally
be paid by wire transfer on the next dividend payment date. However, if all of
the shares of your account are redeemed, you will receive dividends payable up
to the date of redemption with the proceeds of the redemption.
o Capital Gains
The Funds generally distribute net realized capital gains (including net
short-term capital), if any, annually. The Funds do not expect to realize any
long-term gains or losses. Short-term capital gains reflect securities held by
the Fund for a year or less and are considered ordinary income just like
dividends. Profits on securities held longer than 12 months are considered
long-term capital gains and are at a special tax rate (20% for most taxpayers).
Dividend and Capital Gain Distributions
Unless you choose otherwise on the account application, all dividends will be
reinvested.
Distribution checks that are returned and distribution checks that are uncashed
when the shareholder has failed to respond to mailings from the shareholder
servicing agent will automatically be reinvested to buy additional shares. No
interest will accrue on amounts represented by uncashed distribution or
redemption checks.
We will send you a statement each January with the federal tax status of
dividends and distributions paid by the Fund during the previous calendar year.
Profits You Realize When You Redeem Shares
When you sell shares in a mutual fund, whether by redeeming or exchanging, you
have created a taxable event. Investments in money market funds typically do not
generate capital gains. Remember, an exchange is a purchase and a sale for tax
purposes.
Tax Reporting
Evergreen Service Company provides you with a tax statement of your dividend and
capital gains distributions for each calendar year on Form 1099 DIV. Proceeds
from a sale are reported on Form 1099B. You must report these on your tax
return. Since the IRS receives a copy as well, you could pay a penalty if you
neglect to report them.
Evergreen Service Company will send you a tax information guide each year during
tax season, which may include a cost basis statement detailing the gain or loss
on taxable transactions you had during the year. Please consult your own tax
advisor for further information regarding the federal, state and local tax
consequences of an investment in the Funds.
FEES AND EXPENSES OF THE FUNDS
Every mutual fund has fees and expenses that are assessed either directly or
indirectly. This section describes each of those fees.
Management Fee
The management fee pays for the normal expenses of managing the Fund, including
portfolio manager salaries, research costs, corporate overhead expenses and
related expenses.
Other Expenses
Other expenses include miscellaneous fees from affiliated and outside service
providers. These may include administration, legal, audit, custodial and
safekeeping fees, the printing and mailing of reports and statements, automatic
reinvestment of distributions and other conveniences for which the shareholder
pays no transaction fees.
Total Fund Operating Expenses
The total cost of running the Fund is called the expense ratio. As a
shareholder, you are not charged these fees directly; instead they are taken out
before the Fund's net asset value is calculated, and are expressed as a
percentage of the Fund's average daily net assets. The effect of these fees is
reflected in the performance results for that share class. Because these fees
are "invisible," investors should examine them closely in the prospectus,
especially when comparing one fund with another fund in the same investment
category. There are three things to remember about expense ratios: 1) your total
return in the Fund is reduced in direct proportion to the fees; 2) expense
ratios can vary greatly between funds and fund families, from under 0.25% to
over 3.00%; and 3) the Fund's advisor may waive a portion of the Fund's expenses
for a period of time, reducing its expense ratio.
11 CASH MANAGEMENT MONEY MARKET FUNDS
<PAGE>
12b-1 Fees
The Trustees of the Evergreen Funds have approved a policy to assess 12b-1 fees
for Administrative shares. Up to 0.75% of the Administrative shares' average
daily net assets are payable as 12b-1 fees. However, currently the 12b-1 fees
are limited to 0.05% of the Administrative shares' average daily net assets.
These fees will increase the cost of your investment. A Fund may use a portion
of these fees as "service fees" to pay broker-dealers for additional
shareholder services and/or the maintenance of accounts.
12 CASH MANAGEMENT MONEY MARKET FUNDS
<PAGE>
OTHER FUND PRACTICES
Taxable securities in which Cash Management Municipal Money Market 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 rating
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 Rating Services; and certificates of deposit issued by U.S.
branches of U.S. banks with assets of $1 billion or more.
Please consult the Statement of Additional Information for more information
regarding these and other investment practices used by the Funds, including
risks.
13 CASH MANAGEMENT MONEY MARKET FUNDS
<PAGE>
E V E R G R E E N
Notes
14 CASH MANAGEMENT MONEY MARKET FUNDS
<PAGE>
Q U I C K R E F E R E N C E G U I D E
1. Institutional Services
Call 1-800-847-5397
Monday through Friday, 8 a.m. to 6 p.m. Eastern time to
o buy, redeem or exchange shares
o order applications
o get assistance with your account
2. Information Line for Hearing and Speech
Impaired (TTY/TDD)
Call 1-800-343-2888
Monday through Friday, 8 a.m. to 6 p.m.
Eastern time
3. Write us a letter
Evergreen Service Company
P.O. Box 2121
Boston, MA 02106-9970
o to redeem or exchange shares
o to change the registration on your account
o for general correspondence
4. For express, registered or certified mail
Evergreen Service Company
200 Berkeley St.
Boston, MA 02116-5034
5. Visit us on-line
www.evergreen-funds.com
6. Regular communications you will receive
Account Statements -- You will receive monthly statements for
each Fund in which you invest.
Confirmation Notices -- We send a confirmation of any transaction
you make within five days of the transaction.
Annual and Semi-annual Reports -- You will receive a detailed
financial report on each Fund you invest in twice a year.
Tax Forms -- Each January you will receive any Fund tax
information you need to include with your tax returns as well as
the Evergreen Tax Information Guide.
<PAGE>
For More Information About the Evergreen Cash Management
Money Market Funds, Ask for:
The Funds' most recent Annual or Semi-annual Report, which contains a complete
financial accounting for each Fund and a complete list of the Fund's portfolio
holdings as of a specific date, as well as commentary from the Fund's portfolio
manager. This Report discusses the market conditions and investment strategies
that significantly affected the Fund's performance during the most recent fiscal
year or period.
The Statement of Additional Information (SAI), which contains more detailed
information about the policies and procedures of the Funds. The SAI has been
filed with the Securities and Exchange Commission (SEC) and its contents are
legally considered to be part of this prospectus.
For questions, other information, or to request a copy, without charge, of any
of the documents, call 1-800-847-5397 or ask your investment professional. We
will mail material within three business days. In addition, any of these
documents, with the exception of the SAI, may be downloaded off our website at
www.evergreen-funds.com.
Information about these Funds (including the SAI) is also available on the SEC's
Internet website at http://www.sec.gov. Copies of this material may be obtained,
for a duplication fee, by writing the SEC Public Reference Section, Washington,
D.C. 20549-6009, or by electronic request at the following e-mail address:
[email protected]. This material can also be reviewed and copied at the SEC's
Public Reference Room in Washington, D.C. For information about the operation of
the Public Reference Room, call the SEC at 1-202-942-8090.
Evergreen Distributor, Inc.
90 Park Avenue
New York, New York 10016
SEC File No.: 811-08405
<PAGE>
EVERGREEN SELECT MONEY MARKET TRUST
PART A
PROSPECTUS
INSTITUTIONAL SHARES
<PAGE>
Evergreen
Cash Management
Money Market Funds
Evergreen Cash Management Money Market Fund
Evergreen Cash Management Municipal Money Market Fund
Evergreen Cash Management U.S. Government Money Market Fund
Institutional shares
Prospectus, November 15, 2000
The Securities and Exchange Commission has not determined that the information
in this prospectus is accurate or complete, nor has it approved or disapproved
these securities. Anyone who tells you otherwise is committing a crime.
<PAGE>
T A B L E O F C O N T E N T S
FUND RISK/RETURN SUMMARIES:
Overview of Fund Risks......................... 1
Evergreen Cash Management Money
Market Fund................................... 2
Evergreen Cash Management Municipal
Money Market Fund............................. 4
Evergreen Cash Management U.S.
Government Money Market Fund................ 6
GENERAL INFORMATION:
The Funds' Investment Advisor.................. 8
Calculating the Share Price.................... 8
How to Choose an Evergreen Fund................ 8
How to Buy Shares.............................. 9
How to Redeem Shares...........................10
The Tax Consequences of
Investing in the Funds.......................11
Fees and Expenses of the Funds.................11
Other Fund Practices...........................12
In general, Funds included in this prospectus provide investors with a
selection of investment alternatives which seek to provide current income
consistent preservation of principal and liquidity.
Fund Summaries Key
Each Fund's summary is organized around the following basic topics and
questions:
INVESTMENT GOAL
What is the Fund's financial objective? You can find clarification on how the
Fund seeks to achieve its objective by looking at the Fund's strategy and
investment policies. The Fund's Board of Trustees can change the investment
objective without a shareholder vote.
INVESTMENT STRATEGY
How does the Fund go about trying to meet its goals? What types of investments
does it contain? What style of investing and investment philosophy does it
follow? Does it have limits on the amount invested in any particular type of
security?
RISK FACTORS
What are the specific risks for an investor in the Fund?
PERFORMANCE
How well has the Fund performed in the past year? The past five years? The past
ten years?
EXPENSES
How much does it cost to invest in the Fund? What is the difference between
sales charges and expenses?
<PAGE>
O V E R V I E W O F F U N D R I S K S
Cash Management Money Market Funds
typically rely on a combination of the following strategies:
o maintaining net asset value at $1.00 per share;
o investing in high-quality, short-term money market instruments, including
U.S. government securities;
o investing in compliance with industry-standard requirements for money
market funds for the quality, maturity and diversification of investments;
and
o selling a portfolio investment when: i) the issuer's investment
fundamentals begin to deteriorate; ii) to take advantage of more attractive
yield opportunities; iii) when the investment no longer appears to meet the
Fund's investment objective; iv) when the Fund must meet redemptions; or v)
for other investment reasons which the portfolio manager deems necessary.
may be appropriate for investors who:
o are seeking a conservative investment which invests in relatively safe
securities;
o are seeking a fund for short-term investment; and
o are seeking liquidity.
Following this overview, you will find information on each Fund's specific
investment strategies and risks.
Risk Factors For All Mutual Funds
Please remember that mutual fund investment shares are:
o not guaranteed to achieve their investment goal
o not a deposit with a bank
o not insured, endorsed or guaranteed by the FDIC or any government agency
o subject to investment risks, including possible loss of your original
investment
Although the Funds seek to preserve the value of your investment at $1.00 per
share, it is possible to lose money by investing in the Funds.
Following are some of the factors that may affect the value of your investment.
Other factors may be described in the discussion following this overview:
Interest Rate Risk
When interest rates go up, the value of debt securities tend to fall. Since the
Fund invests substantially all of its portfolio in debt securities, if interest
rates rise, then the value of your investment may decline. When interest rates
go down, interest earned by the Fund on its investments may also decline, which
could cause the Fund to reduce the dividends it pays. The longer the term of the
security held by the Fund, the more the Fund is subject to interest rate risk.
Credit Risk
The value of a debt security is directly affected by the issuer's ability to
repay principal and pay interest on time. Since the Fund invests in debt
securities, the value of your investment may decline if an issuer fails to pay
an obligation on a timely basis.
1 CASH MANAGEMENT MONEY MARKET FUNDS
<PAGE>
Cash Management Money Market Fund
FUND FACTS:
Goals:
o Current Income
o Preservation of Capital
o Liquidity
Principal Investments:
o Money Market Instruments
Class of Shares Offered in this Prospectus:
o Institutional
Investment Advisor:
o Evergreen Investment Management
Dividend Payment Schedule:
o Monthly
INVESTMENT GOAL
The Fund seeks to achieve as high a level of current income as is consistent
with preserving capital and providing liquidity.
INVESTMENT STRATEGY
The following supplements the investment strategies discussed in the "Overview
of Fund Risks" on page 1.
The Fund invests in money market securities including certificates of deposit
and bankers' acceptances, commercial paper, U.S. Treasury obligations,
short-term corporate obligations and repurchase agreements determined to present
minimal credit risk.
The Fund invests principally in short-term corporate debt securities. In
addition, the Fund may invest in short-term securities issued or guaranteed by
the U.S. government or its agencies or instrumentalities, including the
Interamerican Development Bank and the International Bank for Reconstruction and
Development. The Fund may invest up to 30% of its total assets in bank
certificates of deposit and bankers' acceptances payable in U.S. dollars and
issued by foreign banks (including U.S. branches of foreign banks) or by foreign
branches of U.S. banks. The Fund may also invest in commercial paper.
The portfolio manager focuses primarily on the interest rate environment in
determining which securities to purchase for the portfolio. Generally, in a
rising rate environment, the Fund will invest in securities of shorter
maturities. If interest rates are high, the Fund will invest in securities with
longer maturities; however, the Fund will not acquire any security with a
remaining maturity of greater than 397 days.
RISK FACTORS
Your investment in the Fund is subject to the risks discussed in the "Overview
of Fund Risks" on page 1 under the headings:
o Interest Rate Risk
o Credit Risk
Because obligations of the Interamerican Development Bank and the International
Bank of Reconstruction and Development are supported only by appropriated but
unpaid commitments of member countries, there is no assurance that the
commitments will be paid in the future.
For further information regarding the Fund's investment strategy and risk
factors see "Other Fund Practices".
2 CASH MANAGEMENT MONEY MARKET FUNDS
<PAGE>
PERFORMANCE
Since the Fund had not begun operations as of the date of this Prospectus, no
performance information is available.
To obtain current yield information call 1-800-847-5397.
EXPENSES
This section describes the fees and expenses you would pay if you bought and
held shares of the Fund.
You pay no shareholder transaction fees.
Annual Fund Operating Expenses
(expenses that are deducted from Fund assets)+
Total Fund
Management 12b-1 Other Operating
Fees Fees Expenses Expenses++
Institutional 0.20% 0.00% 0.17% 0.37%
+Estimated for the period ending 2/28/2001.
++From time to time, the Fund's investment advisor may, at its discretion,
reduce or waive its fees or reimburse the Fund for certain of its expenses in
order to reduce expense ratios. The Fund's investment advisor may cease these
waivers or reimbursements at any time. The Annual Fund Operating Expenses do not
reflect fee waivers and expense reimbursements. Including fee waivers and
expense reimbursements, Total Fund Operating Expenses are estimated to be 0.20%.
The table below shows the total expenses you would pay on a $10,000 investment
over one- and three-year periods. The example is intended to help you compare
the cost of investing in this Fund versus other mutual funds and is for
illustration only. The example assumes a 5% average annual return and
reinvestment of all dividends and distributions. Your actual costs may be higher
or lower.
Example of Fund Expenses
After: Institutional
1 year $38
3 years $119
3 CASH MANAGEMENT MONEY MARKET FUNDS
<PAGE>
Cash Management Municipal Money Market Fund
FUND FACTS:
Goals:
o Current Income Exempt from Federal Tax
o Preservation of Capital
o Liquidity
Principal Investment:
o Municipal Money Market Securities
Class of Shares
Offered in this
Prospectus:
o Institutional
Investment Advisor:
o Evergreen Investment Management
Dividend Payment Schedule:
o Monthly
INVESTMENT GOAL
The Fund seeks to achieve as high a level of current income exempt from federal
income tax as is consistent with preserving capital and providing liquidity.
INVESTMENT STRATEGY
The following supplements the investment strategies discussed in the "Overview
of Fund Risks" on page 1.
The Fund invests at least 80% of its assets in municipal money market
securities, the interest from which is exempt from federal income tax other than
the alternative minimum tax. The Fund invests in municipal money market
securities determined to present minimal credit risk and issued by any U.S.
state, the District of Columbia and their political subdivisions. The Fund
invests in fixed, variable or floating rate general obligation and revenue
bonds; tax, bond and revenue anticipation notes; and commercial paper
obligations.
In determining which securities to purchase for the portfolio, the portfolio
manager focuses on the supply and demand of the security in the market place as
well as the current interest rate environment. Generally, in a rising rate
environment, the Fund will invest in securities of shorter maturities. If
interest rates are high, the Fund will invest in securities with longer
maturities; however, the Fund will not acquire any security with a remaining
maturity of greater than 397 days.
The Fund may temporarily invest up to 20% of its net assets in taxable
securities under one or more of the following circumstances: (a) pending
investment of proceeds from the sale of Fund shares or from 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 also temporarily invest up to 100% of its total assets in taxable
securities for defensive purposes which may result in the Fund not achieving its
investment objective.
RISK FACTORS
Your investment in the Fund is subject to the risks discussed in the "Overview
of Fund Risks" on page 1 under the headings:
o Interest Rate Risk
o Credit Risk
Because the taxable money market is a broader and more liquid market and has a
greater number of investors, issuers and market makers than the market for
short-term tax exempt municipal securities, the liquidity of the Fund may not be
equal to that of a money market fund which invests exclusively in short-term
taxable money market instruments. The more limited marketability of short -term
tax exempt municipal securities may make it difficult in certain circumstances
to dispose of large investments advantageously.
For further information regarding the Fund's investment strategy and risk
factors see "Other Fund Practices".
4 CASH MANAGEMENT MONEY MARKET FUNDS
<PAGE>
PERFORMANCE
Since the Fund had not begun operations as of the date of this Prospectus, no
performance information is available.
To obtain current yield information call 1-800-847-5397
EXPENSES
This section describes the fees and expenses you would pay if you bought and
held shares of the Fund.
You pay no shareholder transaction fees.
Annual Fund Operating Expenses
(expenses that are deducted from Fund assets)+
Total Fund
Management 12b-1 Other Operating
Fees Fees Expenses Expenses++
Institutional 0.20% 0.00% 0.29% 0.49%
+Estimated for the period ending 2/28/2001.
++From time to time, the Fund's investment advisor may, at its discretion,
reduce or waive its fees or reimburse the Fund for certain of its expenses in
order to reduce expense ratios. The Fund's investment advisor may cease these
waivers or reimbursements at any time. The Annual Fund Operating Expenses do not
reflect fee waivers and expense reimbursements. Including fee waivers and
expense reimbursements, Total Fund Operating Expenses are estimated to be 0.20%.
The table below shows the total expenses you would pay on a $10,000 investment
over one- and three-year periods. The example is intended to help you compare
the cost of investing in this Fund versus other mutual funds and is for
illustration only. The example assumes a 5% average annual return and
reinvestment of all dividends and distributions. Your actual costs may be higher
or lower.
Example of Fund Expenses
After: Institutional
1 year $50
3 years $157
5 CASH MANAGEMENT MONEY MARKET FUNDS
<PAGE>
Cash Management U.S. Government Money Market Fund
FUND FACTS:
Goals:
o Current Income
o Preservation of Capital
o Maintain Liquidity
Principal Investment:
o Short-Term U.S. Government Securities
Class of Shares Offered in this Prospectus:
o Institutional
Investment Advisor:
o Evergreen Investment Management
Dividend Payment Schedule:
o Monthly
INVESTMENT GOAL
The Fund seeks to achieve as high a level of current income as is consistent
with preserving capital and maintaining liquidity.
INVESTMENT STRATEGY
The following supplements the investment strategies discussed in the "Overview
of Fund Risks" on page 1.
The Fund will invest primarily in high-quality, short-term securities issued or
guaranteed by the U.S. government, its agencies or instrumentalities and
repurchase agreements backed by such securities. In addition, the Fund may
invest in obligations of the Interamerican Development Bank and the
International Bank for Reconstruction and Development. The portfolio manager
focuses primarily on the interest rate environment in determining which
securities to purchase for the portfolio. Generally, in a rising rate
environment, the Fund will invest in securities of shorter maturities. If
interest rates are high, the Fund will invest in securities with longer
maturities; however the Fund will not acquire any security with a remaining
maturity of greater than 397 days.
RISK FACTORS
Your investment in the Fund is subject to the risks discussed in the "Overview
of Fund Risks" on page 1 under the headings:
o Interest Rate Risk
In addition to interest rate risk, the Fund is subject to risks associated with
obligations of the Interamerican Development Bank and the International Bank of
Reconstruction and Development. Because these banks are supported only by
appropriated but unpaid commitments of member countries, there is no assurance
that the commitments will be paid in the future.
For further information regarding the Fund's investment strategy and risk
factors see "Other Fund Practices".
6 CASH MANAGEMENT MONEY MARKET FUNDS
<PAGE>
PERFORMANCE
Since the Fund had not begun operations as of the date of this Prospectus, no
performance information is available.
To obtain current yield information call 1-800-847-5397
EXPENSES
This section describes the fees and expenses you would pay if you bought and
held shares of the Fund.
You pay no shareholder transaction fees.
Annual Fund Operating Expenses
(expenses that are deducted from Fund assets)+
Total Fund
Management 12b-1 Other Operating
Fees Fees Expenses Expenses++
Institutional 0.20% 0.00% 0.29% 0.49%
+Estimated for the period ending 2/28/2001.
++From time to time, the Fund's investment advisor may, at its discretion,
reduce or waive its fees or reimburse the Fund for certain of its expenses in
order to reduce expense ratios. The Fund's investment advisor may cease these
waivers or reimbursements at any time. The Annual Fund Operating Expenses do not
reflect fee waivers and expense reimbursements. Including fee waivers and
expense reimbursements, Total Fund Operating Expenses are estimated to be 0.20%.
The table below shows the total expenses you would pay on a $10,000 investment
over one- and three-year periods. The example is intended to help you compare
the cost of investing in this Fund versus other mutual funds and is for
illustration only. The example assumes a 5% average annual return and
reinvestment of all dividends and distributions. Your actual costs may be higher
or lower.
Example of Fund Expenses
After: Institutional
1 year $50
3 years $157
7 CASH MANAGEMENT MONEY MARKET FUNDS
<PAGE>
THE FUNDS' INVESTMENT ADVISOR
An investment advisor manages a Fund's investments and supervises its daily
business affairs. The investment advisor for the Funds is Evergreen Investment
Management (EIM). EIM is a division of First Union National Bank. All investment
advisors for the Evergreen Funds are subsidiaries of First Union Corporation,
the sixth largest bank holding company in the United States, with over $242.76
billion in consolidated assets as of 10/31/2000. First Union Corporation is
located at 301 South College Street, Charlotte, North Carolina 28288-0013.
EIM has been managing money for over 50 years and currently manages over $30.3
billion in assets for 36 of the Evergreen Funds. EIM is located at 201 South
College Street, Charlotte, North Carolina 28288-0630.
Each Fund's current contractual fee for advisory services is set forth below:
Current
contractual
advisory fee rate
Fund as a percentage of
average daily net
assets
Cash Management Money Market Fund 0.20%
Cash Management Municipal Money 0.20%
Market Fund
Cash Management U.S. Government 0.20%
Money Market Fund
CALCULATING THE SHARE PRICE
The value of one share of a Fund, also known as the net asset value, or NAV, is
calculated on each day the New York Stock Exchange is open at:
---------------------------------- ------------------------
Fund Daily NAV calculation
(Eastern time)
---------------------------------- ------------------------
---------------------------------- ------------------------
Cash Management Money Market Fund 5:00 p.m.
---------------------------------- ------------------------
---------------------------------- ------------------------
Cash Management Municipal Money 12:00 noon and 3:00 p.m.
Market Fund
---------------------------------- ------------------------
---------------------------------- ------------------------
Cash Management U.S. Government 4:00 p.m.
Money Market Fund
---------------------------------- ------------------------
The Fund calculates the share price for each share by adding up its total
assets, subtracting all liabilities, then dividing the result by the total
number of shares outstanding. Each class of shares is calculated separately.
Each security held by a Fund is 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 price per share you pay for a Fund purchase or the amount you receive for a
Fund redemption is based on the next price calculated after the order is
received and all required information is provided. The value of your account at
any given time is the latest share price multiplied by the number of shares you
own.
HOW TO CHOOSE AN EVERGREEN FUND
When choosing an Evergreen Fund, you should:
o Most importantly, read the prospectus to see if the Fund is suitable for
you.
o Request any additional information you want about the Fund, such as the
Statement of Additional Information (SAI), Annual Report or Semi-annual
Report by calling 1-800-847-5397. In addition, any of these documents, with
the exception of the SAI, may be downloaded off our website at
www.evergreen-funds.com.
8 CASH MANAGEMENT MONEY MARKET FUNDS
<PAGE>
HOW TO BUY SHARES
After choosing a Fund, you select a share class. The Funds offer six different
classes. Institutional shares are offered in this prospectus. Administrative,
Institutional Service, Investor, Participant and Reserve shares are each offered
in separate prospectuses. Institutional shares are only offered to investment
advisory clients of an investment advisor of an Evergreen Fund (or the advisor's
affiliates) and through special arrangements entered into on behalf of the
Evergreen Funds with certain financial services firms.
The minimum initial investment is $1 million. There is no minimum amount
required for subsequent purchases.
The Cash Management Funds are intended for investment primarily by institutional
customers of banks, certain broker-dealers and other financial institutions. It
is expected that the Cash Management Funds may be particularly suitable for
corporate cash managers, municipalities, or other public entities.
Opening an Account
Call 1-800-847-5397 to set up an account and get wiring instructions.
Complete an account application and mail to:
Postal Service Address: Overnight Address:
Evergreen Service Company Evergreen Service Company
P.O. Box 2121 200 Berkeley St.
Boston, MA 02106-9970 Boston, MA 02116-5034
Purchase orders will be accepted for execution at the next NAV calculation time
after the order is placed, provided that the order is properly submitted and
received by Evergreen Funds.
------------------------------------------------------ -------------------------
Fund NAV Calculation Times
(Eastern time)
------------------------------------------------------ -------------------------
------------------------------------------------------ -------------------------
Cash Management Money Market Fund 5:00 p.m.
------------------------------------------------------ -------------------------
------------------------------------------------------ -------------------------
Cash Management Municipal Money Market Fund 3:00 p.m.
------------------------------------------------------ -------------------------
------------------------------------------------------ -------------------------
Cash Management U.S. Government Money Market Fund 4:00 p.m.
------------------------------------------------------ -------------------------
Purchase orders received after such times will be processed at the next day's
NAV. A purchase order is considered properly submitted when the transfer agent
has received proper notice of the order and federal funds have been received by
Evergreen Funds at the applicable fund's designated wire bank. All purchases
must be made by federal funds. Checks and Automated Clearing House System (ACH)
payments will not be accepted.
Adding to an Account
<TABLE>
<CAPTION>
<S> <C>
------------------ ---------------------------------------------------------------------------------------
Phone or Wire Call your investment professional or call Evergreen Funds directly at 1-800-847-5397*
------------------ ---------------------------------------------------------------------------------------
Exchange o You can make an additional investment by exchange from an existing Evergreen
Cash Management account by contacting your investment professional.
o You can only exchange shares within the same class of the Evergreen Cash Management
Funds.
o There is no sales charge or redemption fee when exchanging funds within the Evergreen
Cash Management Funds.
o Exchanges between accounts which do not have identical ownership must be made in
writing with a signature guarantee (see "Exceptions:Redmeption Requests That Require
A Signature Guarantee" on the next page).
----------------- -----------------------------------------------------------------------------------------
</TABLE>
*Orders should be placed as early in the day as possible and advance notice of
large purchases provided to Evergreen Funds at 1-800-847-5397.
**Once you have authorized either the telephone exchange or redemption service,
anyone with the required account information (including your broker) can
request a telephone transaction in your account. All calls are recorded and/or
monitored for verification, recordkeeping and quality-assurance purposes. The
Evergreen Funds reserve the right to terminate the exchange privilege of any
shareholder who exceeds the listed maximum number of exchanges, as well as to
reject any large dollar exchange if placing it would, in the judgment of the
portfolio manager, adversely affect the price of the Fund.
Short-term or excessive trading into and out of a Fund may harm performance by
disrupting portfolio management strategies and by increasing expenses.
Accordingly, the Cash Management Funds may reject any purchase orders, including
exchanges, particularly from market timers or investors who, in Cash Management
Funds opinion, have a pattern of short-term or excessive trading or whose
trading has been or may be disruptive to the Cash Management Funds. For these
purposes, Evergreen Funds may consider an investor's trading history in that
Fund or other Cash Management Funds, and accounts under common ownership or
control.
9 CASH MANAGEMENT MONEY MARKET FUNDS
<PAGE>
HOW TO REDEEM SHARES
Redemption orders will be processed at the next NAV calculation time after the
order is placed, provided that the order is properly submitted and received by
Evergreen Funds.
------------------------------------------------ -------------------------------
Fund NAV Calculation Times
(Eastern time)
------------------------------------------------ -------------------------------
------------------------------------------------ -------------------------------
Cash Management Money Market Fund 5:00 p.m.
------------------------------------------------ -------------------------------
------------------------------------------------ -------------------------------
Cash Management Municipal Money Market Fund 12:00 noon
------------------------------------------------ -------------------------------
------------------------------------------------ -------------------------------
Cash Management U.S. Government Money Market 4:00 p.m.
Fund
------------------------------------------------ -------------------------------
Redemption orders received after such times will be processed at the next day's
NAV. Payment for redeemed shares is normally made by Federal Reserve wire to the
commercial bank designated on your account application.
<TABLE>
<CAPTION>
<S> <C>
------------------------- ------------------------------------------------------------------------------------
Methods Requirements
------------------------- ------------------------------------------------------------------------------------
------------------------- ------------------------------------------------------------------------------------
Call Us o Call your investment professional or call Evergreen Funds directly at
1-800-847-5397 between 8 a.m. and 6 p.m. Eastern time, on any
business day.*+
o All telephone calls are recorded and/or monitored for your protection.
We are not responsible for acting on telephone orders we believe are
genuine.
o See exceptions list below for requests that must be made in writing.
------------------------- ------------------------------------------------------------------------------------
------------------------- ------------------------------------------------------------------------------------
Write Us o You can mail a redemption request to:
Postal Service Address: Overnight Address:
Evergreen Service Company Evergreen Service Company
P.O. Box 2121 200 Berkeley St.
Boston, MA 02106-9970 Boston, MA 02116-5034
o Your letter of instructions must:
- list the Fund name and the account number
- indicate the number of shares or dollar value you wish to redeem
- be signed by the registered owner(s)
o See "Exceptions: Redemption Requests That Require a Signature Guarantee"
below for requests that must be signature guaranteed.
------------------------- ------------------------------------------------------------------------------------
------------------------- ------------------------------------------------------------------------------------
Redeem Your Shares in o You may also redeem your shares through participating broker-dealers by
Person delivering a letter as described above to your broker-dealer.
o A fee may be charged for this service.
------------------------- ------------------------------------------------------------------------------------
</TABLE>
*The Fund's shares may be made available through financial services firms which
are also investment dealers and which have a service agreement with EDI. The
Fund has approved the acceptance of purchase and repurchase request orders
effective as of the time of their receipt by certain authorized financial
intermediaries.
+Once you have authorized either the telephone exchange or
redemption service, anyone with the required account information (including your
broker) can request a telephone transaction in your account. All calls are
recorded and/or monitored for verification, recordkeeping and quality-assurance
purposes. The Evergreen Funds reserve the right to terminate the exchange
privilege of any shareholder who exceeds the listed maximum number of exchanges,
as well as to reject any large dollar exchange if placing it would, in the
judgment of the portfolio manager, adversely affect the price of the Fund.
Timing of Proceeds
Normally, we will send your redemption proceeds for orders received prior to the
NAV calculation time via federal funds wire on the same day. We also reserve the
right to redeem in kind, under certain circumstances, by paying you the proceeds
of a redemption in securities rather than in cash, and to redeem the remaining
amount in the account if your redemption brings the account balance below the
initial minimum of $1,000,000.
Exceptions: Redemption Requests That Require A Signature Guarantee
To protect you and the Evergreen Funds against fraud, certain redemption
requests must be made in writing with your signature guaranteed. A signature
guarantee can be obtained at most banks and securities dealers. A notary public
is not authorized to provide a signature guarantee. The following circumstances
require signature guarantees:
o You want the proceeds transmitted to a bank account
not listed on the account
o You want the proceeds payable to anyone other than
the registered owner(s) of the account
o Either your address or the address of your bank
account has been changed within 30 days
Who Can Provide A Signature Guarantee:
o Commercial Bank
o Trust Company
o Savings Association
o Credit Union
o Member of a U.S. stock exchange
o Redemption requests should be placed as early in the day as possible and
advance notice of large redemptions provided to Evergreen Funds
1-800-847-5397
10 CASH MANAGEMENT MONEY MARKET FUNDS
<PAGE>
THE TAX CONSEQUENCES OF INVESTING IN THE FUNDS
You may be taxed in two ways:
o On Fund distributions (dividends and capital gains)
o On the profit you make when you sell any or all of your shares.
Fund Distributions
A mutual fund passes along to all of its shareholders the net income or profits
it receives from its investments. The shareholders of the Fund then pay any
taxes due, whether they receive these distributions in cash or elect to have
them reinvested. The Cash Management Municipal Money Market Fund expects that
substantially all of its regular dividends will be exempt from federal income
tax other than the alternative minimum tax The Funds will distribute two types
of taxable income to you:
o Dividends
The Funds generally declare dividends on each business day and pay dividends
monthly. Dividends are paid on shares for which proper payment has been
received.
Dividends payable up to the date of redemption on redeemed shares will normally
be paid by wire transfer on the next dividend payment date. However, if all of
the shares of your account are redeemed, you will receive dividends payable up
to the date of redemption with the proceeds of the redemption.
o Capital Gains
The Funds generally distribute net realized capital gains (including net
short-term capital), if any, annually. The Funds do not expect to realize any
long-term gains or losses. Short-term capital gains reflect securities held by
the Fund for a year or less and are considered ordinary income just like
dividends. Profits on securities held longer than 12 months are considered
long-term capital gains and are at a special tax rate (20% for most taxpayers).
Dividend and Capital Gain Distributions
Unless you choose otherwise on the account application, all dividends will be
reinvested.
Distribution checks that are returned and distribution checks that are uncashed
when the shareholder has failed to respond to mailings from the shareholder
servicing agent will automatically be reinvested to buy additional shares.
No interest will accrue on amounts represented by uncashed distribution or
redemption checks.
We will send you a statement each January with the federal tax status of
dividends and distributions paid by the Fund during the previous calendar year.
Profits You Realize When You Redeem Shares
When you sell shares in a mutual fund, whether by redeeming or exchanging, you
have created a taxable event. Investments in money market funds typically do not
generate capital gains. Remember, an exchange is a purchase and a sale for tax
purposes.
Tax Reporting
Evergreen Service Company provides you with a tax statement of your dividend and
capital gains distributions for each calendar year on Form 1099 DIV. Proceeds
from a sale are reported on Form 1099B. You must report these on your tax
return. Since the IRS receives a copy as well, you could pay a penalty if you
neglect to report them.
Evergreen Service Company will send you a tax information guide each year during
tax season, which may include a cost basis statement detailing the gain or loss
on taxable transactions you had during the year. Please consult your own tax
advisor for further information regarding the federal, state and local tax
consequences of an investment in the Funds.
FEES AND EXPENSES OF THE FUNDS
Every mutual fund has fees and expenses that are assessed either directly or
indirectly. This section describes each of those fees.
Management Fee
The management fee pays for the normal expenses of managing the Fund, including
portfolio manager salaries, research costs, corporate overhead expenses and
related expenses.
Other Expenses
Other expenses include miscellaneous fees from affiliated and outside service
providers. These may include administration, legal, audit, custodial and
safekeeping fees, the printing and mailing of reports and statements, automatic
reinvestment of distributions and other conveniences for which the shareholder
pays no transaction fees.
Total Fund Operating Expenses
The total cost of running the Fund is called the expense ratio. As a
shareholder, you are not charged these fees directly; instead they are taken out
before the Fund's net asset value is calculated, and are expressed as a
percentage of the Fund's average daily net assets. The effect of these fees is
reflected in the performance results for that share class. Because these fees
are "invisible," investors should examine them closely in the prospectus,
especially when comparing one fund with another fund in the same investment
category. There are three things to remember about expense ratios: 1) your total
return in the Fund is reduced in direct proportion to the fees; 2) expense
ratios can vary greatly between funds and fund families, from under 0.25% to
over 3.00%; and 3) the Fund's advisor may waive a portion of the Fund's expenses
for a period of time, reducing its expense ratio.
11 CASH MANAGEMENT MONEY MARKET FUNDS
<PAGE>
OTHER FUND PRACTICES
Taxable securities in which Cash Management Municipal Money Market 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 rating
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 Rating Services; and certificates of deposit issued by U.S.
branches of U.S. banks with assets of $1 billion or more.
Please consult the Statement of Additional Information for more information
regarding these and other investment practices used by the Funds, including
risks.
12 CASH MANAGEMENT MONEY MARKET FUNDS
<PAGE>
E V E R G R E E N
Notes
13 CASH MANAGEMENT MONEY MARKET FUNDS
<PAGE>
Q U I C K R E F E R E N C E G U I D E
1. Institutional Services
Call 1-800-847-5397
Monday through Friday, 8 a.m. to 6 p.m. Eastern time to
o buy, redeem or exchange shares
o order applications
o get assistance with your account
2. Information Line for Hearing and Speech
Impaired (TTY/TDD)
Call 1-800-343-2888
Monday through Friday, 8 a.m. to 6 p.m.
Eastern time
3. Write us a letter
Evergreen Service Company
P.O. Box 2121
Boston, MA 02106-9970
o to redeem or exchange shares
o to change the registration on your account
o for general correspondence
4. For express, registered or certified mail
Evergreen Service Company
200 Berkeley St.
Boston, MA 02116-5034
5. Visit us on-line
www.evergreen-funds.com
6. Regular communications you will receive
Account Statements -- You will receive monthly statements for
each Fund in which you invest.
Confirmation Notices -- We send a confirmation of any transaction
you make within five days of the transaction.
Annual and Semi-annual Reports -- You will receive a detailed
financial report on each Fund you invest in twice a year.
Tax Forms -- Each January you will receive any Fund tax
information you need to include with your tax returns as well as
the Evergreen Tax Information Guide.
<PAGE>
For More Information About the Evergreen Cash Management
Money Market Funds, Ask for:
The Funds' most recent Annual or Semi-annual Report, which contains a complete
financial accounting for each Fund and a complete list of the Fund's portfolio
holdings as of a specific date, as well as commentary from the Fund's portfolio
manager. This Report discusses the market conditions and investment strategies
that significantly affected the Fund's performance during the most recent fiscal
year or period.
The Statement of Additional Information (SAI), which contains more detailed
information about the policies and procedures of the Funds. The SAI has been
filed with the Securities and Exchange Commission (SEC) and its contents are
legally considered to be part of this prospectus.
For questions, other information, or to request a copy, without charge, of any
of the documents, call 1-800-847-5397 or ask your investment professional. We
will mail material within three business days. In addition, any of these
documents, with the exception of the SAI, may be downloaded off our website at
www.evergreen-funds.com.
Information about these Funds (including the SAI) is also available on the SEC's
Internet website at http://www.sec.gov. Copies of this material may be obtained,
for a duplication fee, by writing the SEC Public Reference Section, Washington,
D.C. 20549-6009, or by electronic request at the following e-mail address:
[email protected]. This material can also be reviewed and copied at the SEC's
Public Reference Room in Washington, D.C. For information about the operation of
the Public Reference Room, call the SEC at 1-202-942-8090.
Evergreen Distributor, Inc.
90 Park Avenue
New York, New York 10016
SEC File No.: 811-08405
<PAGE>
EVERGREEN SELECT MONEY MARKET TRUST
PART A
PROSPECTUS
INSTITUTIONAL SERVICE SHARES
<PAGE>
Evergreen
Cash Management
Money Market
Funds
Evergreen Cash Management Money Market Fund
Evergreen Cash Management Municipal Money Market Fund
Evergreen Cash Management U.S. Government Money Market Fund
Institutional Service shares
Prospectus, November 15, 2000
The Securities and Exchange Commission has not determined that the information
in this prospectus is accurate or complete, nor has it approved or disapproved
these securities. Anyone who tells you otherwise is committing a crime.
<PAGE>
T A B L E O F C O N T E N T S
FUND RISK/RETURN SUMMARIES:
Overview of Fund Risks........................... 1
Evergreen Cash Management Money
Market Fund................................... 2
Evergreen Cash Management Municipal
Money Market Fund............................. 4
Evergreen Cash Management U.S.
Government Money Market Fund.................. 6
GENERAL INFORMATION:
The Funds' Investment Advisor................... 8
Calculating the Share Price..................... 8
How to Choose an Evergreen Fund................. 8
How to Buy Shares............................... 9
How to Redeem Shares............................10
The Tax Consequences of
Investing in the Funds........................11
Fees and Expenses of the Funds..................11
Other Fund Practices............................13
In general, Funds included in this prospectus provide investors with a
selection of investment alternatives which seek to provide current income
consistent preservation of principal and liquidity.
Fund Summaries Key
Each Fund's summary is organized around the following basic topics and
questions:
INVESTMENT GOAL
What is the Fund's financial objective? You can find clarification on how the
Fund seeks to achieve its objective by looking at the Fund's strategy and
investment policies. The Fund's Board of Trustees can change the investment
objective without a shareholder vote.
INVESTMENT STRATEGY
How does the Fund go about trying to meet its goals? What types of investments
does it contain? What style of investing and investment philosophy does it
follow? Does it have limits on the amount invested in any particular type of
security?
RISK FACTORS
What are the specific risks for an investor in the Fund?
PERFORMANCE
How well has the Fund performed in the past year? The past five years? The past
ten years?
EXPENSES
How much does it cost to invest in the Fund? What is the difference between
sales charges and expenses?
<PAGE>
O V E R V I E W O F F U N D R I S K S
Cash Management Money Market Funds
typically rely on a combination of the following strategies:
o maintaining net asset value at $1.00 per share;
o investing in high-quality, short-term money market instruments, including
U.S. government securities;
o investing in compliance with industry-standard requirements for money
market funds for the quality, maturity and diversification of investments;
and
o selling a portfolio investment when: i) the issuer's investment
fundamentals begin to deteriorate; ii) to take advantage of more attractive
yield opportunities; iii) when the investment no longer appears to meet the
Fund's investment objective; iv) when the Fund must meet redemptions; or v)
for other investment reasons which the portfolio manager deems necessary.
may be appropriate for investors who:
o are seeking a conservative investment which invests in relatively safe
securities;
o are seeking a fund for short-term investment; and
o are seeking liquidity.
Following this overview, you will find information on each Fund's specific
investment strategies and risks.
Risk Factors For All Mutual Funds
Please remember that mutual fund investment shares are:
o not guaranteed to achieve their investment goal
o not a deposit with a bank
o not insured, endorsed or guaranteed by the FDIC or any government agency
o subject to investment risks, including possible loss of your original
investment
Although the Funds seek to preserve the value of your investment at $1.00 per
share, it is possible to lose money by investing in the Funds.
Following are some of the factors that may affect the value of your investment.
Other factors may be described in the discussion following this overview:
Interest Rate Risk
When interest rates go up, the value of debt securities tend to fall. Since the
Fund invests substantially all of its portfolio in debt securities, if interest
rates rise, then the value of your investment may decline. When interest rates
go down, interest earned by the Fund on its investments may also decline, which
could cause the Fund to reduce the dividends it pays. The longer the term of the
security held by the Fund, the more the Fund is subject to interest rate risk.
Credit Risk
The value of a debt security is directly affected by the issuer's ability to
repay principal and pay interest on time. Since the Fund invests in debt
securities, the value of your investment may decline if an issuer fails to pay
an obligation on a timely basis.
1 CASH MANAGEMENT MONEY MARKET FUNDS
<PAGE>
Cash Management Money Market Fund
FUND FACTS:
Goals:
o Current Income
o Preservation of Capital
o Liquidity
Principal Investments:
o Money Market Instruments
Class of Shares Offered in this Prospectus:
o Institutional Service
Investment Advisor:
o Evergreen Investment Management
Dividend Payment Schedule:
o Monthly
INVESTMENT GOAL
The Fund seeks to achieve as high a level of current income as is consistent
with preserving capital and providing liquidity.
INVESTMENT STRATEGY
The following supplements the investment strategies discussed in the "Overview
of Fund Risks" on page 1.
The Fund invests in money market securities including certificates of deposit
and bankers' acceptances, commercial paper, U.S. Treasury obligations,
short-term corporate obligations and repurchase agreements determined to present
minimal credit risk.
The Fund invests principally in short-term corporate debt securities. In
addition, the Fund may invest in short-term securities issued or guaranteed by
the U.S. government or its agencies or instrumentalities, including the
Interamerican Development Bank and the International Bank for Reconstruction and
Development. The Fund may invest up to 30% of its total assets in bank
certificates of deposit and bankers' acceptances payable in U.S. dollars and
issued by foreign banks (including U.S. branches of foreign banks) or by foreign
branches of U.S. banks. The Fund may also invest in commercial paper.
The portfolio manager focuses primarily on the interest rate environment in
determining which securities to purchase for the portfolio. Generally, in a
rising rate environment, the Fund will invest in securities of shorter
maturities. If interest rates are high, the Fund will invest in securities with
longer maturities; however, the Fund will not acquire any security with a
remaining maturity of greater than 397 days.
RISK FACTORS
Your investment in the Fund is subject to the risks discussed in the "Overview
of Fund Risks" on page 1 under the headings:
o Interest Rate Risk
o Credit Risk
Because obligations of the Interamerican Development Bank and the International
Bank of Reconstruction and Development are supported only by appropriated but
unpaid commitments of member countries, there is no assurance that the
commitments will be paid in the future.
For further information regarding the Fund's investment strategy and risk
factors see "Other Fund Practices".
2 CASH MANAGEMENT MONEY MARKET FUNDS
<PAGE>
PERFORMANCE
Since the Fund had not begun operations as of the date of this Prospectus, no
performance information is available.
To obtain current yield information call 1-800- 847-5397.
EXPENSES
This section describes the fees and expenses you would pay if you bought and
held shares of the Fund.
You pay no shareholder transaction fees.
Annual Fund Operating Expenses
(expenses that are deducted from Fund assets)+
Total Fund
Management 12b-1 Other Operating
Fees Fees Expenses Expenses++
Institutional Service 0.20% 0.25% 0.17% 0.62%
+Estimated for the period ending 2/28/2001.
++From time to time, the Fund's investment advisor may, at its discretion,
reduce or waive its fees or reimburse the Fund for certain of its expenses in
order to reduce expense ratios. The Fund's investment advisor may cease these
waivers or reimbursements at any time. The Annual Fund Operating Expenses do not
reflect fee waivers and expense reimbursements. Including fee waivers and
expense reimbursements, Total Fund Operating Expenses are estimated to be 0.45%.
The table below shows the total expenses you would pay on a $10,000 investment
over one- and three-year periods. The example is intended to help you compare
the cost of investing in this Fund versus other mutual funds and is for
illustration only. The example assumes a 5% average annual return and
reinvestment of all dividends and distributions. Your actual costs may be higher
or lower.
Example of Fund Expenses
After: Institutional
Service
1 year $63
3 years $199
3 CASH MANAGEMENT MONEY MARKET FUNDS
<PAGE>
Cash Management Municipal Money Market Fund
FUND FACTS:
Goals:
o Current Income Exempt from Federal Tax
o Preservation of Capital
o Liquidity
Principal Investment:
o Municipal Money Market Securities
Class of Shares
Offered in this
Prospectus:
o Institutional Service
Investment Advisor:
o Evergreen Investment Management
Dividend Payment Schedule:
o Monthly
INVESTMENT GOAL
The Fund seeks to achieve as high a level of current income exempt from federal
income tax as is consistent with preserving capital and providing liquidity.
INVESTMENT STRATEGY
The following supplements the investment strategies discussed in the "Overview
of Fund Risks" on page 1.
The Fund invests at least 80% of its assets in municipal money market
securities, the interest from which is exempt from federal income tax other than
the alternative minimum tax. The Fund invests in municipal money market
securities determined to present minimal credit risk and issued by any U.S.
state, the District of Columbia and their political subdivisions. The Fund
invests in fixed, variable or floating rate general obligation and revenue
bonds; tax, bond and revenue anticipation notes; and commercial paper
obligations.
In determining which securities to purchase for the portfolio, the portfolio
manager focuses on the supply and demand of the security in the market place as
well as the current interest rate environment. Generally, in a rising rate
environment, the Fund will invest in securities of shorter maturities. If
interest rates are high, the Fund will invest in securities with longer
maturities; however, the Fund will not acquire any security with a remaining
maturity of greater than 397 days.
The Fund may temporarily invest up to 20% of its net assets in taxable
securities under one or more of the following circumstances: (a) pending
investment of proceeds from the sale of Fund shares or from 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 also temporarily invest up to 100% of its total assets in taxable
securities for defensive purposes which may result in the Fund not achieving its
investment objective.
RISK FACTORS
Your investment in the Fund is subject to the risks discussed in the "Overview
of Fund Risks" on page 1 under the headings:
o Interest Rate Risk
o Credit Risk
Because the taxable money market is a broader and more liquid market and has a
greater number of investors, issuers and market makers than the market for
short-term tax exempt municipal securities, the liquidity of the Fund may not be
equal to that of a money market fund which invests exclusively in short-term
taxable money market instruments. The more limited marketability of short -term
tax exempt municipal securities may make it difficult in certain circumstances
to dispose of large investments advantageously.
For further information regarding the Fund's investment strategy and risk
factors see "Other Fund Practices".
4 CASH MANAGEMENT MONEY MARKET FUNDS
<PAGE>
PERFORMANCE
Since the Fund had not begun operations as of the date of this Prospectus, no
performance information is available.
To obtain current yield information call 1-800-847-5397
EXPENSES
This section describes the fees and expenses you would pay if you bought and
held shares of the Fund.
You pay no shareholder transaction fees.
Annual Fund Operating Expenses
(expenses that are deducted from Fund assets)+
Total Fund
Management 12b-1 Other Operating
Fees Fees Expenses Expenses++
Institutional Service 0.20% 0.25% 0.29% 0.74%
+Estimated for the period ending 2/28/2001.
++From time to time, the Fund's investment advisor may, at its discretion,
reduce or waive its fees or reimburse the Fund for certain of its expenses in
order to reduce expense ratios. The Fund's investment advisor may cease these
waivers or reimbursements at any time. The Annual Fund Operating Expenses do not
reflect fee waivers and expense reimbursements. Including fee waivers and
expense reimbursements, Total Fund Operating Expenses are estimated to be 0.45%.
The table below shows the total expenses you would pay on a $10,000 investment
over one- and three-year periods. The example is intended to help you compare
the cost of investing in this Fund versus other mutual funds and is for
illustration only. The example assumes a 5% average annual return and
reinvestment of all dividends and distributions. Your actual costs may be higher
or lower.
Example of Fund Expenses
After: Institutional Service
1 year $76
3 years $237
5 CASH MANAGEMENT MONEY MARKET FUNDS
<PAGE>
Cash Management U.S. Government Money Market Fund
FUND FACTS:
Goals:
o Current Income
o Preservation of Capital
o Maintain Liquidity
Principal Investment:
o Short-Term U.S. Government Securities
Class of Shares Offered in this Prospectus:
o Institutional Service
Investment Advisor:
o Evergreen Investment Management
Dividend Payment Schedule:
o Monthly
INVESTMENT GOAL
The Fund seeks to achieve as high a level of current income as is consistent
with preserving capital and maintaining liquidity.
INVESTMENT STRATEGY
The following supplements the investment strategies discussed in the "Overview
of Fund Risks" on page 1.
The Fund will invest primarily in high-quality, short-term securities issued or
guaranteed by the U.S. government, its agencies or instrumentalities and
repurchase agreements backed by such securities. In addition, the Fund may
invest in obligations of the Interamerican Development Bank and the
International Bank for Reconstruction and Development. The portfolio manager
focuses primarily on the interest rate environment in determining which
securities to purchase for the portfolio. Generally, in a rising rate
environment, the Fund will invest in securities of shorter maturities. If
interest rates are high, the Fund will invest in securities with longer
maturities; however the Fund will not acquire any security with a remaining
maturity of greater than 397 days.
RISK FACTORS
Your investment in the Fund is subject to the risks discussed in the "Overview
of Fund Risks" on page 1 under the headings:
o Interest Rate Risk
In addition to interest rate risk, the Fund is subject to risks associated with
obligations of the Interamerican Development Bank and the International Bank of
Reconstruction and Development. Because these banks are supported only by
appropriated but unpaid commitments of member countries, there is no assurance
that the commitments will be paid in the future.
For further information regarding the Fund's investment strategy and risk
factors see "Other Fund Practices".
6 CASH MANAGEMENT MONEY MARKET FUNDS
<PAGE>
PERFORMANCE
Since the Fund had not begun operations as of the date of this Prospectus, no
performance information is available.
To obtain current yield information call 1-800- 847-5397
EXPENSES
This section describes the fees and expenses you would pay if you bought and
held shares of the Fund.
You pay no shareholder transaction fees.
Annual Fund Operating Expenses
(expenses that are deducted from Fund assets)+
Total Fund
Management 12b-1 Other Operating
Fees Fees Expenses Expenses++
Institutional Service 0.20% 0.25% 0.29% 0.74%
+Estimated for the period ending 2/28/2001.
++From time to time, the Fund's investment advisor may, at its discretion,
reduce or waive its fees or reimburse the Fund for certain of its expenses in
order to reduce expense ratios. The Fund's investment advisor may cease these
waivers or reimbursements at any time. The Annual Fund Operating Expenses do not
reflect fee waivers and expense reimbursements. Including fee waivers and
expense reimbursements, Total Fund Operating Expenses are estimated to be 0.45%.
The table below shows the total expenses you would pay on a $10,000 investment
over one- and three-year periods. The example is intended to help you compare
the cost of investing in this Fund versus other mutual funds and is for
illustration only. The example assumes a 5% average annual return and
reinvestment of all dividends and distributions. Your actual costs may be higher
or lower.
Example of Fund Expenses
After: Institutional
Service
1 year $76
3 years $237
7 CASH MANAGEMENT MONEY MARKET FUNDS
<PAGE>
THE FUNDS' INVESTMENT ADVISOR
An investment advisor manages a Fund's investments and supervises its daily
business affairs. The investment advisor for the Funds is Evergreen Investment
Management (EIM). EIM is a division of First Union National Bank. All investment
advisors for the Evergreen Funds are subsidiaries of First Union Corporation,
the sixth largest bank holding company in the United States, with over $242.76
billion in consolidated assets as of 10/31/2000. First Union Corporation is
located at 301 South College Street, Charlotte, North Carolina 28288-0013.
EIM has been managing money for over 50 years and currently manages over $30.3
billion in assets for 36 of the Evergreen Funds. EIM is located at 201 South
College Street, Charlotte, North Carolina 28288-0630.
Each Fund's current contractual fee for advisory services is set forth below:
Current
contractual
advisory fee rate
Fund as a percentage of
average daily net
assets
Cash Management Money Market Fund 0.20%
Cash Management Municipal Money 0.20%
Market Fund
Cash Management U.S. Government 0.20%
Money Market Fund
CALCULATING THE SHARE PRICE
The value of one share of a Fund, also known as the net asset value, or NAV, is
calculated on each day the New York Stock Exchange is open at:
---------------------------------- ------------------------
Fund Daily NAV calculation
(Eastern time)
---------------------------------- ------------------------
---------------------------------- ------------------------
Cash Management Money Market Fund 5:00 p.m.
---------------------------------- ------------------------
---------------------------------- ------------------------
Cash Management Municipal Money 12:00 noon and 3:00 p.m.
Market Fund
---------------------------------- ------------------------
---------------------------------- ------------------------
Cash Management U.S. Government 4:00 p.m.
Money Market Fund
---------------------------------- ------------------------
The Fund calculates the share price for each share by adding up its total
assets, subtracting all liabilities, then dividing the result by the total
number of shares outstanding. Each class of shares is calculated separately.
Each security held by a Fund is 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 price per share you pay for a Fund purchase or the amount you receive for a
Fund redemption is based on the next price calculated after the order is
received and all required information is provided. The value of your account at
any given time is the latest share price multiplied by the number of shares you
own.
HOW TO CHOOSE AN EVERGREEN FUND
When choosing an Evergreen Fund, you should:
o Most importantly, read the prospectus to see if the Fund is suitable for
you.
o Request any additional information you want about the Fund, such as the
Statement of Additional Information (SAI), Annual Report or Semi-annual
Report by calling 1-800-847-5397. In addition, any of these documents, with
the exception of the SAI, may be downloaded off our website at
www.evergreen-funds.com.
8 CASH MANAGEMENT MONEY MARKET FUNDS
<PAGE>
HOW TO BUY SHARES
After choosing a Fund, you select a share class. The Funds offer six different
classes. Institutional Service shares are offered in this prospectus.
Administrative, Institutional, Investor, Participant and Reserve shares are each
offered in separate prospectuses. Institutional shares are only offered to
investment advisory clients of an investment advisor of an Evergreen Fund (or
the advisor's affiliates) and through special arrangements entered into
on behalf of the Evergreen Funds with certain financial services firms.
The minimum initial investment is $1 million. There is no minimum amount
required for subsequent purchases.
The Cash Management Funds are intended for investment primarily by institutional
customers of banks, certain broker-dealers and other financial institutions. It
is expected that the Cash Management Funds may be particularly suitable for
corporate cash managers, municipalities, or other public entities.
Opening an Account
Call 1-800-847-5397 to set up an account and get wiring instructions.
Complete an account application and mail to:
Postal Service Address: Overnight Address:
Evergreen Service Company Evergreen Service Company
P.O. Box 2121 200 Berkeley St.
Boston, MA 02106-9970 Boston, MA 02116-5034
Purchase orders will be accepted for execution at the next NAV calculation time
after the order is placed, provided that the order is properly submitted and
received by Evergreen Funds.
------------------------------------------------------ -------------------------
Fund NAV Calculation Times
(Eastern time)
------------------------------------------------------ -------------------------
------------------------------------------------------ -------------------------
Cash Management Money Market Fund 5:00 p.m.
------------------------------------------------------ -------------------------
------------------------------------------------------ -------------------------
Cash Management Municipal Money Market Fund 3:00 p.m.
------------------------------------------------------ -------------------------
------------------------------------------------------ -------------------------
Cash Management U.S. Government Money Market Fund 4:00 p.m.
------------------------------------------------------ -------------------------
Purchase orders received after such times will be processed at the next day's
NAV. A purchase order is considered properly submitted when the transfer agent
has received proper notice of the order and federal funds have been received by
Evergreen Funds at the applicable fund's designated wire bank. All purchases
must be made by federal funds. Checks and Automated Clearing House System (ACH)
payments will not be accepted.
Adding to an Account
<TABLE>
<CAPTION>
<S> <C>
------------------ ---------------------------------------------------------------------------------------
Phone or Wire Call your investment professional or call Evergreen Funds directly at 1-800-847-5397*
------------------ ---------------------------------------------------------------------------------------
Exchange o You can make an additional investment by exchange from an existing Evergreen
Cash Management account by contacting your investment professional.
o You can only exchange shares within the same class of the Evergreen Cash Management
Funds.
o There is no sales charge or redemption fee when exchanging funds within the Evergreen
Cash Management Funds.
o Exchanges between accounts which do not have identical ownership must be made in
writing with a signature guarantee (see "Exceptions:Redmeption Requests That Require
A Signature Guarantee" on the next page).
----------------- -----------------------------------------------------------------------------------------
</TABLE>
*Orders should be placed as early in the day as possible and advance notice of
large purchases provided to Evergreen Funds at 1-800-847-5397.
**Once you have authorized either the telephone exchange or redemption service,
anyone with the required account information (including your broker) can
request a telephone transaction in your account. All calls are recorded and/or
monitored for verification, recordkeeping and quality-assurance purposes. The
Evergreen Funds reserve the right to terminate the exchange privilege of any
shareholder who exceeds the listed maximum number of exchanges, as well as to
reject any large dollar exchange if placing it would, in the judgment of the
portfolio manager, adversely affect the price of the Fund.
Short-term or excessive trading into and out of a Fund may harm performance by
disrupting portfolio management strategies and by increasing expenses.
Accordingly, the Cash Management Funds may reject any purchase orders, including
exchanges, particularly from market timers or investors who, in Cash Management
Funds opinion, have a pattern of short-term or excessive trading or whose
trading has been or may be disruptive to the Cash Management Funds. For these
purposes, Evergreen Funds may consider an investor's trading history in that
Fund or other Cash Management Funds, and accounts under common ownership or
control.
9 CASH MANAGEMENT MONEY MARKET FUNDS
<PAGE>
HOW TO REDEEM SHARES
Redemption orders will be processed at the next NAV calculation time after the
order is placed, provided that the order is properly submitted and received by
Evergreen Funds.
------------------------------------------------ -------------------------------
Fund NAV Calculation Times
(Eastern time)
------------------------------------------------ -------------------------------
------------------------------------------------ -------------------------------
Cash Management Money Market Fund 5:00 p.m.
------------------------------------------------ -------------------------------
------------------------------------------------ -------------------------------
Cash Management Municipal Money Market Fund 12:00 noon
------------------------------------------------ -------------------------------
------------------------------------------------ -------------------------------
Cash Management U.S. Government Money Market 4:00 p.m.
Fund
------------------------------------------------ -------------------------------
Redemption orders received after such times will be processed at the next day's
NAV. Payment for redeemed shares is normally made by Federal Reserve wire to the
commercial bank designated on your account application.
<TABLE>
<CAPTION>
<S> <C>
------------------------- ------------------------------------------------------------------------------------
Methods Requirements
------------------------- ------------------------------------------------------------------------------------
------------------------- ------------------------------------------------------------------------------------
Call Us o Call your investment professional or call Evergreen Funds directly at
1-800-847-5397 between 8 a.m. and 6 p.m. Eastern time, on any
business day.*+
o All telephone calls are recorded and/or monitored for your protection.
We are not responsible for acting on telephone orders we believe are
genuine.
o See exceptions list below for requests that must be made in writing.
------------------------- ------------------------------------------------------------------------------------
------------------------- ------------------------------------------------------------------------------------
Write Us o You can mail a redemption request to:
Postal Service Address: Overnight Address:
Evergreen Service Company Evergreen Service Company
P.O. Box 2121 200 Berkeley St.
Boston, MA 02106-9970 Boston, MA 02116-5034
o Your letter of instructions must:
- list the Fund name and the account number
- indicate the number of shares or dollar value you wish to redeem
- be signed by the registered owner(s)
o See "Exceptions: Redemption Requests That Require a Signature Guarantee"
below for requests that must be signature guaranteed.
------------------------- ------------------------------------------------------------------------------------
------------------------- ------------------------------------------------------------------------------------
Redeem Your Shares in o You may also redeem your shares through participating broker-dealers by
Person delivering a letter as described above to your broker-dealer.
o A fee may be charged for this service.
------------------------- ------------------------------------------------------------------------------------
</TABLE>
*The Fund's shares may be made available through financial services firms which
are also investment dealers and which have a service agreement with EDI. The
Fund has approved the acceptance of purchase and repurchase request orders
effective as of the time of their receipt by certain authorized financial
intermediaries.
+Once you have authorized either the telephone exchange or
redemption service, anyone with the required account information (including your
broker) can request a telephone transaction in your account. All calls are
recorded and/or monitored for verification, recordkeeping and quality-assurance
purposes. The Evergreen Funds reserve the right to terminate the exchange
privilege of any shareholder who exceeds the listed maximum number of exchanges,
as well as to reject any large dollar exchange if placing it would, in the
judgment of the portfolio manager, adversely affect the price of the Fund.
Timing of Proceeds
Normally, we will send your redemption proceeds for orders received prior to the
NAV calculation time via federal funds wire on the same day. We also reserve the
right to redeem in kind, under certain circumstances, by paying you the proceeds
of a redemption in securities rather than in cash, and to redeem the remaining
amount in the account if your redemption brings the account balance below the
initial minimum of $1,000,000.
Exceptions: Redemption Requests That Require A Signature Guarantee
To protect you and the Evergreen Funds against fraud, certain redemption
requests must be made in writing with your signature guaranteed. A signature
guarantee can be obtained at most banks and securities dealers. A notary public
is not authorized to provide a signature guarantee. The following circumstances
require signature guarantees:
o You want the proceeds transmitted to a bank account
not listed on the account
o You want the proceeds payable to anyone other than
the registered owner(s) of the account
o Either your address or the address of your bank
account has been changed within 30 days
Who Can Provide A Signature Guarantee:
o Commercial Bank
o Trust Company
o Savings Association
o Credit Union
o Member of a U.S. stock exchange
o Redemption requests should be placed as early in the day as possible and
advance notice of large redemptions provided to Evergreen Funds
1-800-847-5397
10 CASH MANAGEMENT MONEY MARKET FUNDS
<PAGE>
THE TAX CONSEQUENCES OF INVESTING IN THE FUNDS
You may be taxed in two ways:
o On Fund distributions (dividends and capital gains)
o On the profit you make when you sell any or all of your shares.
Fund Distributions
A mutual fund passes along to all of its shareholders the net income or profits
it receives from its investments. The shareholders of the Fund then pay any
taxes due, whether they receive these distributions in cash or elect to have
them reinvested. The Cash Management Municipal Money Market Fund expects that
substantially all of its regular dividends will be exempt from federal income
tax other than the alternative minimum tax The Funds will distribute two types
of taxable income to you:
o Dividends
The Funds generally declare dividends on each business day and pay dividends
monthly. Dividends are paid on shares for which proper payment has been
received.
Dividends payable up to the date of redemption on redeemed shares will normally
be paid by wire transfer on the next dividend payment date. However, if all of
the shares of your account are redeemed, you will receive dividends payable up
to the date of redemption with the proceeds of the redemption.
o Capital Gains
The Funds generally distribute net realized capital gains (including net
short-term capital), if any, annually. The Funds do not expect to realize any
long-term gains or losses. Short-term capital gains reflect securities held by
the Fund for a year or less and are considered ordinary income just like
dividends. Profits on securities held longer than 12 months are considered
long-term capital gains and are at a special tax rate (20% for most taxpayers).
Dividend and Capital Gain Distributions
Unless you choose otherwise on the account application, all dividends will be
reinvested.
Distribution checks that are returned and distribution checks that are uncashed
when the shareholder has failed to respond to mailings from the shareholder
servicing agent will automatically be reinvested to buy additional shares.
No interest will accrue on amounts represented by uncashed distribution or
redemption checks.
We will send you a statement each January with the federal tax status of
dividends and distributions paid by the Fund during the previous calendar year.
Profits You Realize When You Redeem Shares
When you sell shares in a mutual fund, whether by redeeming or exchanging, you
have created a taxable event. Investments in money market funds typically do not
generate capital gains. Remember, an exchange is a purchase and a sale for tax
purposes.
Tax Reporting
Evergreen Service Company provides you with a tax statement of your dividend and
capital gains distributions for each calendar year on Form 1099 DIV. Proceeds
from a sale are reported on Form 1099B. You must report these on your tax
return. Since the IRS receives a copy as well, you could pay a penalty if you
neglect to report them.
Evergreen Service Company will send you a tax information guide each year during
tax season, which may include a cost basis statement detailing the gain or loss
on taxable transactions you had during the year. Please consult your own tax
advisor for further information regarding the federal, state and local tax
consequences of an investment in the Funds.
FEES AND EXPENSES OF THE FUNDS
Every mutual fund has fees and expenses that are assessed either directly or
indirectly. This section describes each of those fees.
Management Fee
The management fee pays for the normal expenses of managing the Fund, including
portfolio manager salaries, research costs, corporate overhead expenses and
related expenses.
Other Expenses
Other expenses include miscellaneous fees from affiliated and outside service
providers. These may include administration, legal, audit, custodial and
safekeeping fees, the printing and mailing of reports and statements, automatic
reinvestment of distributions and other conveniences for which the shareholder
pays no transaction fees.
Total Fund Operating Expenses
The total cost of running the Fund is called the expense ratio. As a
shareholder, you are not charged these fees directly; instead they are taken out
before the Fund's net asset value is calculated, and are expressed as a
percentage of the Fund's average daily net assets. The effect of these fees is
reflected in the performance results for that share class. Because these fees
are "invisible," investors should examine them closely in the prospectus,
especially when comparing one fund with another fund in the same investment
category. There are three things to remember about expense ratios: 1) your total
return in the Fund is reduced in direct proportion to the fees; 2) expense
ratios can vary greatly between funds and fund families, from under 0.25% to
over 3.00%; and 3) the Fund's advisor may waive a portion of the Fund's expenses
for a period of time, reducing its expense ratio.
11 CASH MANAGEMENT MONEY MARKET FUNDS
<PAGE>
12b-1 Fees
The Trustees of the Evergreen Funds have approved a policy to assess 12b-1 fees
for Institutional Service shares. Up to 0.75% of the Institutional Service
shares' average daily net assets are payable as 12b-1 fees. However, currently
the 12b-1 fees are limited to 0.25% of the Institutional Service shares' average
daily net assets. These fees will increase the cost of your investment. A Fund
may use a portion of these fees as "service fees" to pay broker-dealers for
additional shareholder services and/or the maintenance of accounts.
12 CASH MANAGEMENT MONEY MARKET FUNDS
<PAGE>
OTHER FUND PRACTICES
Taxable securities in which Cash Management Municipal Money Market 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 rating
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 Rating Services; and certificates of deposit issued by U.S.
branches of U.S. banks with assets of $1 billion or more.
Please consult the Statement of Additional Information for more information
regarding these and other investment practices used by the Funds, including
risks.
13 CASH MANAGEMENT MONEY MARKET FUNDS
<PAGE>
E V E R G R E E N
Notes
14 CASH MANAGEMENT MONEY MARKET FUNDS
<PAGE>
Q U I C K R E F E R E N C E G U I D E
1. Institutional Services
Call 1-800-847-5397
Monday through Friday, 8 a.m. to 6 p.m. Eastern time to
o buy, redeem or exchange shares
o order applications
o get assistance with your account
2. Information Line for Hearing and Speech
Impaired (TTY/TDD)
Call 1-800-343-2888
Monday through Friday, 8 a.m. to 6 p.m.
Eastern time
3. Write us a letter
Evergreen Service Company
P.O. Box 2121
Boston, MA 02106-9970
o to redeem or exchange shares
o to change the registration on your account
o for general correspondence
4. For express, registered or certified mail
Evergreen Service Company
200 Berkeley St.
Boston, MA 02116-5034
5. Visit us on-line
www.evergreen-funds.com
6. Regular communications you will receive
Account Statements -- You will receive monthly statements for
each Fund in which you invest.
Confirmation Notices -- We send a confirmation of any transaction
you make within five days of the transaction.
Annual and Semi-annual Reports -- You will receive a detailed
financial report on each Fund you invest in twice a year.
Tax Forms -- Each January you will receive any Fund tax
information you need to include with your tax returns as well as
the Evergreen Tax Information Guide.
<PAGE>
For More Information About the Evergreen Cash Management
Money Market Funds, Ask for:
The Funds' most recent Annual or Semi-annual Report, which contains a complete
financial accounting for each Fund and a complete list of the Fund's portfolio
holdings as of a specific date, as well as commentary from the Fund's portfolio
manager. This Report discusses the market conditions and investment strategies
that significantly affected the Fund's performance during the most recent fiscal
year or period.
The Statement of Additional Information (SAI), which contains more detailed
information about the policies and procedures of the Funds. The SAI has been
filed with the Securities and Exchange Commission (SEC) and its contents are
legally considered to be part of this prospectus.
For questions, other information, or to request a copy, without charge, of any
of the documents, call 1-800-847-5397 or ask your investment professional. We
will mail material within three business days. In addition, any of these
documents, with the exception of the SAI, may be downloaded off our website at
www.evergreen-funds.com.
Information about these Funds (including the SAI) is also available on the SEC's
Internet website at http://www.sec.gov. Copies of this material may be obtained,
for a duplication fee, by writing the SEC Public Reference Section, Washington,
D.C. 20549-6009, or by electronic request at the following e-mail address:
[email protected]. This material can also be reviewed and copied at the SEC's
Public Reference Room in Washington, D.C. For information about the operation of
the Public Reference Room, call the SEC at 1-202-942-8090.
Evergreen Distributor, Inc.
90 Park Avenue
New York, New York 10016
SEC File No.: 811-08405
<PAGE>
EVERGREEN SELECT MONEY MARKET TRUST
PART A
PROSPECTUS
INVESTOR SHARES
<PAGE>
Evergreen
Cash Management
Money Market
Funds
Evergreen Cash Management Money Market Fund
Evergreen Cash Management Municipal Money Market Fund
Evergreen Cash Management U.S. Government Money Market Fund
Investor shares
Prospectus, November 15, 2000
The Securities and Exchange Commission has not determined that the information
in this prospectus is accurate or complete, nor has it approved or disapproved
these securities. Anyone who tells you otherwise is committing a crime.
<PAGE>
T A B L E O F C O N T E N T S
FUND RISK/RETURN SUMMARIES:
Overview of Fund Risks............................ 1
Evergreen Cash Management Money
Market Fund.................................... 2
Evergreen Cash Management Municipal
Money Market Fund.............................. 4
Evergreen Cash Management U.S.
Government Money Market Fund................... 6
GENERAL INFORMATION:
The Funds' Investment Advisor..................... 8
Calculating the Share Price....................... 8
How to Choose an Evergreen Fund................... 8
How to Buy Shares................................. 9
How to Redeem Shares..............................10
The Tax Consequences of
Investing in the Funds..........................11
Fees and Expenses of the Funds....................11
Other Fund Practices..............................13
In general, Funds included in this prospectus provide investors with a
selection of investment alternatives which seek to provide current income
consistent preservation of principal and liquidity.
Fund Summaries Key
Each Fund's summary is organized around the following basic topics and
questions:
INVESTMENT GOAL
What is the Fund's financial objective? You can find clarification on how the
Fund seeks to achieve its objective by looking at the Fund's strategy and
investment policies. The Fund's Board of Trustees can change the investment
objective without a shareholder vote.
INVESTMENT STRATEGY
How does the Fund go about trying to meet its goals? What types of investments
does it contain? What style of investing and investment philosophy does it
follow? Does it have limits on the amount invested in any particular type of
security?
RISK FACTORS
What are the specific risks for an investor in the Fund?
PERFORMANCE
How well has the Fund performed in the past year? The past five years? The past
ten years?
EXPENSES
How much does it cost to invest in the Fund? What is the difference between
sales charges and expenses?
<PAGE>
O V E R V I E W O F F U N D R I S K S
Cash Management Money Market Funds
typically rely on a combination of the following strategies:
o maintaining net asset value at $1.00 per share;
o investing in high-quality, short-term money market instruments, including
U.S. government securities;
o investing in compliance with industry-standard requirements for money
market funds for the quality, maturity and diversification of investments;
and
o selling a portfolio investment when: i) the issuer's investment
fundamentals begin to deteriorate; ii) to take advantage of more attractive
yield opportunities; iii) when the investment no longer appears to meet the
Fund's investment objective; iv) when the Fund must meet redemptions; or v)
for other investment reasons which the portfolio manager deems necessary.
may be appropriate for investors who:
o are seeking a conservative investment which invests in relatively safe
securities;
o are seeking a fund for short-term investment; and
o are seeking liquidity.
Following this overview, you will find information on each Fund's specific
investment strategies and risks.
Risk Factors For All Mutual Funds
Please remember that mutual fund investment shares are:
o not guaranteed to achieve their investment goal
o not a deposit with a bank
o not insured, endorsed or guaranteed by the FDIC or any government agency
o subject to investment risks, including possible loss of your original
investment
Although the Funds seek to preserve the value of your investment at $1.00 per
share, it is possible to lose money by investing in the Funds.
Following are some of the factors that may affect the value of your investment.
Other factors may be described in the discussion following this overview:
Interest Rate Risk
When interest rates go up, the value of debt securities tend to fall. Since the
Fund invests substantially all of its portfolio in debt securities, if interest
rates rise, then the value of your investment may decline. When interest rates
go down, interest earned by the Fund on its investments may also decline, which
could cause the Fund to reduce the dividends it pays. The longer the term of the
security held by the Fund, the more the Fund is subject to interest rate risk.
Credit Risk
The value of a debt security is directly affected by the issuer's ability to
repay principal and pay interest on time. Since the Fund invests in debt
securities, the value of your investment may decline if an issuer fails to pay
an obligation on a timely basis.
1 CASH MANAGEMENT MONEY MARKET FUNDS
<PAGE>
Cash Management Money Market Fund
FUND FACTS:
Goals:
o Current Income
o Preservation of Capital
o Liquidity
Principal Investments:
o Money Market Instruments
Class of Shares Offered in this Prospectus:
o Investor
Investment Advisor:
o Evergreen Investment Management
Dividend Payment Schedule:
o Monthly
INVESTMENT GOAL
The Fund seeks to achieve as high a level of current income as is consistent
with preserving capital and providing liquidity.
INVESTMENT STRATEGY
The following supplements the investment strategies discussed in the "Overview
of Fund Risks" on page 1.
The Fund invests in money market securities including certificates of deposit
and bankers' acceptances, commercial paper, U.S. Treasury obligations,
short-term corporate obligations and repurchase agreements determined to present
minimal credit risk.
The Fund invests principally in short-term corporate debt securities. In
addition, the Fund may invest in short-term securities issued or guaranteed by
the U.S. government or its agencies or instrumentalities, including the
Interamerican Development Bank and the International Bank for Reconstruction and
Development. The Fund may invest up to 30% of its total assets in bank
certificates of deposit and bankers' acceptances payable in U.S. dollars and
issued by foreign banks (including U.S. branches of foreign banks) or by foreign
branches of U.S. banks. The Fund may also invest in commercial paper.
The portfolio manager focuses primarily on the interest rate environment in
determining which securities to purchase for the portfolio. Generally, in a
rising rate environment, the Fund will invest in securities of shorter
maturities. If interest rates are high, the Fund will invest in securities with
longer maturities; however, the Fund will not acquire any security with a
remaining maturity of greater than 397 days.
RISK FACTORS
Your investment in the Fund is subject to the risks discussed in the "Overview
of Fund Risks" on page 1 under the headings:
o Interest Rate Risk
o Credit Risk
Because obligations of the Interamerican Development Bank and the International
Bank of Reconstruction and Development are supported only by appropriated but
unpaid commitments of member countries, there is no assurance that the
commitments will be paid in the future.
For further information regarding the Fund's investment strategy and risk
factors see "Other Fund Practices".
2 CASH MANAGEMENT MONEY MARKET FUNDS
<PAGE>
PERFORMANCE
Since the Fund had not begun operations as of the date of this Prospectus, no
performance information is available.
To obtain current yield information call 1-800-847-5397.
EXPENSES
This section describes the fees and expenses you would pay if you bought and
held shares of the Fund.
You pay no shareholder transaction fees.
Annual Fund Operating Expenses
(expenses that are deducted from Fund assets)+
Total Fund
Management 12b-1 Other Operating
Fees Fees Expenses Expenses++
Investor 0.20% 0.10% 0.17% 0.47%
+Estimated for the period ending 2/28/2001.
++From time to time, the Fund's investment advisor may, at its discretion,
reduce or waive its fees or reimburse the Fund for certain of its expenses in
order to reduce expense ratios. The Fund's investment advisor may cease these
waivers or reimbursements at any time. The Annual Fund Operating Expenses do not
reflect fee waivers and expense reimbursements. Including fee waivers and
expense reimbursements, Total Fund Operating Expenses are estimated to be 0.30%.
The table below shows the total expenses you would pay on a $10,000 investment
over one- and three-year periods. The example is intended to help you compare
the cost of investing in this Fund versus other mutual funds and is for
illustration only. The example assumes a 5% average annual return and
reinvestment of all dividends and distributions. Your actual costs may be higher
or lower.
Example of Fund Expenses
After: Investor
1 year $48
3 years $151
3 CASH MANAGEMENT MONEY MARKET FUNDS
<PAGE>
Cash Management Municipal Money Market Fund
FUND FACTS:
Goals:
o Current Income Exempt from Federal Tax
o Preservation of Capital
o Liquidity
Principal Investment:
o Municipal Money Market Securities
Class of Shares
Offered in this
Prospectus:
o Investor
Investment Advisor:
o Evergreen Investment Management
Dividend Payment Schedule:
o Monthly
INVESTMENT GOAL
The Fund seeks to achieve as high a level of current income exempt from federal
income tax as is consistent with preserving capital and providing liquidity.
INVESTMENT STRATEGY
The following supplements the investment strategies discussed in the "Overview
of Fund Risks" on page 1.
The Fund invests at least 80% of its assets in municipal money market
securities, the interest from which is exempt from federal income tax other than
the alternative minimum tax. The Fund invests in municipal money market
securities determined to present minimal credit risk and issued by any U.S.
state, the District of Columbia and their political subdivisions. The Fund
invests in fixed, variable or floating rate general obligation and revenue
bonds; tax, bond and revenue anticipation notes; and commercial paper
obligations.
In determining which securities to purchase for the portfolio, the portfolio
manager focuses on the supply and demand of the security in the market place as
well as the current interest rate environment. Generally, in a rising rate
environment, the Fund will invest in securities of shorter maturities. If
interest rates are high, the Fund will invest in securities with longer
maturities; however, the Fund will not acquire any security with a remaining
maturity of greater than 397 days.
The Fund may temporarily invest up to 20% of its net assets in taxable
securities under one or more of the following circumstances: (a) pending
investment of proceeds from the sale of Fund shares or from 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 also temporarily invest up to 100% of its total assets in taxable
securities for defensive purposes which may result in the Fund not achieving its
investment objective.
RISK FACTORS
Your investment in the Fund is subject to the risks discussed in the "Overview
of Fund Risks" on page 1 under the headings:
o Interest Rate Risk
o Credit Risk
Because the taxable money market is a broader and more liquid market and has a
greater number of investors, issuers and market makers than the market for
short-term tax exempt municipal securities, the liquidity of the Fund may not be
equal to that of a money market fund which invests exclusively in short-term
taxable money market instruments. The more limited marketability of short -term
tax exempt municipal securities may make it difficult in certain circumstances
to dispose of large investments advantageously.
For further information regarding the Fund's investment strategy and risk
factors see "Other Fund Practices".
4 CASH MANAGEMENT MONEY MARKET FUNDS
<PAGE>
PERFORMANCE
Since the Fund had not begun operations as of the date of this Prospectus, no
performance information is available.
To obtain current yield information call 1-800-847-5397
EXPENSES
This section describes the fees and expenses you would pay if you bought and
held shares of the Fund.
You pay no shareholder transaction fees.
Annual Fund Operating Expenses
(expenses that are deducted from Fund assets)+
Total Fund
Management 12b-1 Other Operating
Fees Fees Expenses Expenses++
Investor 0.20% 0.10% 0.29% 0.59%
+Estimated for the period ending 2/28/2001.
++From time to time, the Fund's investment advisor may, at its discretion,
reduce or waive its fees or reimburse the Fund for certain of its expenses in
order to reduce expense ratios. The Fund's investment advisor may cease these
waivers or reimbursements at any time. The Annual Fund Operating Expenses do not
reflect fee waivers and expense reimbursements. Including fee waivers and
expense reimbursements, Total Fund Operating Expenses are estimated to be 0.30%.
The table below shows the total expenses you would pay on a $10,000 investment
over one- and three-year periods. The example is intended to help you compare
the cost of investing in this Fund versus other mutual funds and is for
illustration only. The example assumes a 5% average annual return and
reinvestment of all dividends and distributions. Your actual costs may be higher
or lower.
Example of Fund Expenses
After: Investor
1 year $60
3 years $189
5 CASH MANAGEMENT MONEY MARKET FUNDS
<PAGE>
Cash Management U.S. Government Money Market Fund
FUND FACTS:
Goals:
o Current Income
o Preservation of Capital
o Maintain Liquidity
Principal Investment:
o Short-Term U.S. Government Securities
Class of Shares Offered in this Prospectus:
o Investor
Investment Advisor:
o Evergreen Investment Management
Dividend Payment Schedule:
o Monthly
INVESTMENT GOAL
The Fund seeks to achieve as high a level of current income as is consistent
with preserving capital and maintaining liquidity.
INVESTMENT STRATEGY
The following supplements the investment strategies discussed in the "Overview
of Fund Risks" on page 1.
The Fund will invest primarily in high-quality, short-term securities issued or
guaranteed by the U.S. government, its agencies or instrumentalities and
repurchase agreements backed by such securities. In addition, the Fund may
invest in obligations of the Interamerican Development Bank and the
International Bank for Reconstruction and Development. The portfolio manager
focuses primarily on the interest rate environment in determining which
securities to purchase for the portfolio. Generally, in a rising rate
environment, the Fund will invest in securities of shorter maturities. If
interest rates are high, the Fund will invest in securities with longer
maturities; however the Fund will not acquire any security with a remaining
maturity of greater than 397 days.
RISK FACTORS
Your investment in the Fund is subject to the risks discussed in the "Overview
of Fund Risks" on page 1 under the headings:
o Interest Rate Risk
In addition to interest rate risk, the Fund is subject to risks associated with
obligations of the Interamerican Development Bank and the International Bank of
Reconstruction and Development. Because these banks are supported only by
appropriated but unpaid commitments of member countries, there is no assurance
that the commitments will be paid in the future.
For further information regarding the Fund's investment strategy and risk
factors see "Other Fund Practices".
6 CASH MANAGEMENT MONEY MARKET FUNDS
<PAGE>
PERFORMANCE
Since the Fund had not begun operations as of the date of this Prospectus, no
performance information is available.
To obtain current yield information call 1-800- 847-5397
EXPENSES
This section describes the fees and expenses you would pay if you bought and
held shares of the Fund.
You pay no shareholder transaction fees.
Annual Fund Operating Expenses
(expenses that are deducted from Fund assets)+
Total Fund
Management 12b-1 Other Operating
Fees Fees Expenses Expenses++
Investor 0.20% 0.10% 0.29% 0.59%
+Estimated for the period ending 2/28/2001.
++From time to time, the Fund's investment advisor may, at its discretion,
reduce or waive its fees or reimburse the Fund for certain of its expenses in
order to reduce expense ratios. The Fund's investment advisor may cease these
waivers or reimbursements at any time. The Annual Fund Operating Expenses do not
reflect fee waivers and expense reimbursements. Including fee waivers and
expense reimbursements, Total Fund Operating Expenses are estimated to be 0.30%.
The table below shows the total expenses you would pay on a $10,000 investment
over one- and three-year periods. The example is intended to help you compare
the cost of investing in this Fund versus other mutual funds and is for
illustration only. The example assumes a 5% average annual return and
reinvestment of all dividends and distributions. Your actual costs may be higher
or lower.
Example of Fund Expenses
After: Investor
1 year $60
3 years $189
7 CASH MANAGEMENT MONEY MARKET FUNDS
<PAGE>
THE FUNDS' INVESTMENT ADVISOR
An investment advisor manages a Fund's investments and supervises its daily
business affairs. The investment advisor for the Funds is Evergreen Investment
Management (EIM). EIM is a division of First Union National Bank. All investment
advisors for the Evergreen Funds are subsidiaries of First Union Corporation,
the sixth largest bank holding company in the United States, with over $242.76
billion in consolidated assets as of 10/31/2000. First Union Corporation is
located at 301 South College Street, Charlotte, North Carolina 28288-0013.
EIM has been managing money for over 50 years and currently manages over $30.3
billion in assets for 36 of the Evergreen Funds. EIM is located at 201 South
College Street, Charlotte, North Carolina 28288-0630.
Each Fund's current contractual fee for advisory services is set forth below:
Current
contractual
advisory fee rate
Fund as a percentage of
average daily net
assets
Cash Management Money Market Fund 0.20%
Cash Management Municipal Money 0.20%
Market Fund
Cash Management U.S. Government 0.20%
Money Market Fund
CALCULATING THE SHARE PRICE
The value of one share of a Fund, also known as the net asset value, or NAV, is
calculated on each day the New York Stock Exchange is open at:
---------------------------------- ------------------------
Fund Daily NAV calculation
(Eastern time)
---------------------------------- ------------------------
---------------------------------- ------------------------
Cash Management Money Market Fund 5:00 p.m.
---------------------------------- ------------------------
---------------------------------- ------------------------
Cash Management Municipal Money 12:00 noon and 3:00 p.m.
Market Fund
---------------------------------- ------------------------
---------------------------------- ------------------------
Cash Management U.S. Government 4:00 p.m.
Money Market Fund
---------------------------------- ------------------------
The Fund calculates the share price for each share by adding up its total
assets, subtracting all liabilities, then dividing the result by the total
number of shares outstanding. Each class of shares is calculated separately.
Each security held by a Fund is 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 price per share you pay for a Fund purchase or the amount you receive for a
Fund redemption is based on the next price calculated after the order is
received and all required information is provided. The value of your account at
any given time is the latest share price multiplied by the number of shares you
own.
HOW TO CHOOSE AN EVERGREEN FUND
When choosing an Evergreen Fund, you should:
o Most importantly, read the prospectus to see if the Fund is suitable for
you.
o Request any additional information you want about the Fund, such as the
Statement of Additional Information (SAI), Annual Report or Semi-annual
Report by calling 1-800-847-5397. In addition, any of these documents, with
the exception of the SAI, may be downloaded off our website at
www.evergreen-funds.com.
8 CASH MANAGEMENT MONEY MARKET FUNDS
<PAGE>
HOW TO BUY SHARES
After choosing a Fund, you select a share class. The Funds offer six different
classes. Investor shares are offered in this prospectus. Administrative,
Institutional, Institutional Service, Participant and Reserve shares are each
offered in separate prospectuses. Institutional shares are only offered to
investment advisory clients of an investment advisor of an Evergreen Fund (or
the advisor's affiliates) and through special arrangements entered into
on behalf of the Evergreen Funds with certain financial services firms.
The minimum initial investment is $1 million. There is no minimum amount
required for subsequent purchases.
The Cash Management Funds are intended for investment primarily by institutional
customers of banks, certain broker-dealers and other financial institutions. It
is expected that the Cash Management Funds may be particularly suitable for
corporate cash managers, municipalities, or other public entities.
Opening an Account
Call 1-800-847-5397 to set up an account and get wiring instructions.
Complete an account application and mail to:
Postal Service Address: Overnight Address:
Evergreen Service Company Evergreen Service Company
P.O. Box 2121 200 Berkeley St.
Boston, MA 02106-9970 Boston, MA 02116-5034
Purchase orders will be accepted for execution at the next NAV calculation time
after the order is placed, provided that the order is properly submitted and
received by Evergreen Funds.
------------------------------------------------------ -------------------------
Fund NAV Calculation Times
(Eastern time)
------------------------------------------------------ -------------------------
------------------------------------------------------ -------------------------
Cash Management Money Market Fund 5:00 p.m.
------------------------------------------------------ -------------------------
------------------------------------------------------ -------------------------
Cash Management Municipal Money Market Fund 3:00 p.m.
------------------------------------------------------ -------------------------
------------------------------------------------------ -------------------------
Cash Management U.S. Government Money Market Fund 4:00 p.m.
------------------------------------------------------ -------------------------
Purchase orders received after such times will be processed at the next day's
NAV. A purchase order is considered properly submitted when the transfer agent
has received proper notice of the order and federal funds have been received
by Evergreen Funds at the applicable fund's designated wire bank. All purchases
must be made by federal funds. Checks and Automated Clearing House System (ACH)
payments will not be accepted.
Adding to an Account
<TABLE>
<CAPTION>
<S> <C>
------------------ ---------------------------------------------------------------------------------------
Phone or Wire Call your investment professional or call Evergreen Funds directly at 1-800-847-5397*
------------------ ---------------------------------------------------------------------------------------
Exchange o You can make an additional investment by exchange from an existing Evergreen
Cash Management account by contacting your investment professional.
o You can only exchange shares within the same class of the Evergreen Cash Management
Funds.
o There is no sales charge or redemption fee when exchanging funds within the Evergreen
Cash Management Funds.
o Exchanges between accounts which do not have identical ownership must be made in
writing with a signature guarantee (see "Exceptions:Redmeption Requests That Require
A Signature Guarantee" on the next page).
----------------- -----------------------------------------------------------------------------------------
</TABLE>
*Orders should be placed as early in the day as possible and advance notice of
large purchases provided to Evergreen Funds at 1-800-847-5397.
**Once you have authorized either the telephone exchange or redemption service,
anyone with the required account information (including your broker) can
request a telephone transaction in your account. All calls are recorded and/or
monitored for verification, recordkeeping and quality-assurance purposes. The
Evergreen Funds reserve the right to terminate the exchange privilege of any
shareholder who exceeds the listed maximum number of exchanges, as well as to
reject any large dollar exchange if placing it would, in the judgment of the
portfolio manager, adversely affect the price of the Fund.
Short-term or excessive trading into and out of a Fund may harm performance by
disrupting portfolio management strategies and by increasing expenses.
Accordingly, the Cash Management Funds may reject any purchase orders, including
exchanges, particularly from market timers or investors who, in Cash Management
Funds opinion, have a pattern of short-term or excessive trading or whose
trading has been or may be disruptive to the Cash Management Funds. For these
purposes, Evergreen Funds may consider an investor's trading history in that
Fund or other Cash Management Funds, and accounts under common ownership or
control.
9 CASH MANAGEMENT MONEY MARKET FUNDS
<PAGE>
HOW TO REDEEM SHARES
Redemption orders will be processed at the next NAV calculation time after the
order is placed, provided that the order is properly submitted and received by
Evergreen Funds.
------------------------------------------------ -------------------------------
Fund NAV Calculation Times
(Eastern time)
------------------------------------------------ -------------------------------
------------------------------------------------ -------------------------------
Cash Management Money Market Fund 5:00 p.m.
------------------------------------------------ -------------------------------
------------------------------------------------ -------------------------------
Cash Management Municipal Money Market Fund 12:00 noon
------------------------------------------------ -------------------------------
------------------------------------------------ -------------------------------
Cash Management U.S. Government Money Market 4:00 p.m.
Fund
------------------------------------------------ -------------------------------
Redemption orders received after such times will be processed at the next day's
NAV. Payment for redeemed shares is normally made by Federal Reserve wire to the
commercial bank designated on your account application.
<TABLE>
<CAPTION>
<S> <C>
------------------------- ------------------------------------------------------------------------------------
Methods Requirements
------------------------- ------------------------------------------------------------------------------------
------------------------- ------------------------------------------------------------------------------------
Call Us o Call your investment professional or call Evergreen Funds directly at
1-800-847-5397 between 8 a.m. and 6 p.m. Eastern time, on any
business day.*+
o All telephone calls are recorded and/or monitored for your protection.
We are not responsible for acting on telephone orders we believe are
genuine.
o See exceptions list below for requests that must be made in writing.
------------------------- ------------------------------------------------------------------------------------
------------------------- ------------------------------------------------------------------------------------
Write Us o You can mail a redemption request to:
Postal Service Address: Overnight Address:
Evergreen Service Company Evergreen Service Company
P.O. Box 2121 200 Berkeley St.
Boston, MA 02106-9970 Boston, MA 02116-5034
o Your letter of instructions must:
- list the Fund name and the account number
- indicate the number of shares or dollar value you wish to redeem
- be signed by the registered owner(s)
o See "Exceptions: Redemption Requests That Require a Signature Guarantee"
below for requests that must be signature guaranteed.
------------------------- ------------------------------------------------------------------------------------
------------------------- ------------------------------------------------------------------------------------
Redeem Your Shares in o You may also redeem your shares through participating broker-dealers by
Person delivering a letter as described above to your broker-dealer.
o A fee may be charged for this service.
------------------------- ------------------------------------------------------------------------------------
</TABLE>
*The Fund's shares may be made available through financial services firms which
are also investment dealers and which have a service agreement with EDI. The
Fund has approved the acceptance of purchase and repurchase request orders
effective as of the time of their receipt by certain authorized financial
intermediaries.
+Once you have authorized either the telephone exchange or
redemption service, anyone with the required account information (including your
broker) can request a telephone transaction in your account. All calls are
recorded and/or monitored for verification, recordkeeping and quality-assurance
purposes. The Evergreen Funds reserve the right to terminate the exchange
privilege of any shareholder who exceeds the listed maximum number of exchanges,
as well as to reject any large dollar exchange if placing it would, in the
judgment of the portfolio manager, adversely affect the price of the Fund.
Timing of Proceeds
Normally, we will send your redemption proceeds for orders received prior to the
NAV calculation time via federal funds wire on the same day. We also reserve the
right to redeem in kind, under certain circumstances, by paying you the proceeds
of a redemption in securities rather than in cash, and to redeem the remaining
amount in the account if your redemption brings the account balance below the
initial minimum of $1,000,000.
Exceptions: Redemption Requests That Require A Signature Guarantee
To protect you and the Evergreen Funds against fraud, certain redemption
requests must be made in writing with your signature guaranteed. A signature
guarantee can be obtained at most banks and securities dealers. A notary public
is not authorized to provide a signature guarantee. The following circumstances
require signature guarantees:
o You want the proceeds transmitted to a bank account
not listed on the account
o You want the proceeds payable to anyone other than
the registered owner(s) of the account
o Either your address or the address of your bank
account has been changed within 30 days
Who Can Provide A Signature Guarantee:
o Commercial Bank
o Trust Company
o Savings Association
o Credit Union
o Member of a U.S. stock exchange
o Redemption requests should be placed as early in the day as possible and
advance notice of large redemptions provided to Evergreen Funds
1-800-847-5397
10 CASH MANAGEMENT MONEY MARKET FUNDS
<PAGE>
THE TAX CONSEQUENCES OF INVESTING IN THE FUNDS
You may be taxed in two ways:
o On Fund distributions (dividends and capital gains) o On the profit you make
when you sell any or all of your shares.
Fund Distributions
A mutual fund passes along to all of its shareholders the net income or profits
it receives from its investments. The shareholders of the Fund then pay any
taxes due, whether they receive these distributions in cash or elect to have
them reinvested. The Cash Management Municipal Money Market Fund expects that
substantially all of its regular dividends will be exempt from federal income
tax other than the alternative minimum tax The Funds will distribute two types
of taxable income to you:
o Dividends
The Funds generally declare dividends on each business day and pay dividends
monthly. Dividends are paid on shares for which proper payment has been
received.
Dividends payable up to the date of redemption on redeemed shares will normally
be paid by wire transfer on the next dividend payment date. However, if all of
the shares of your account are redeemed, you will receive dividends payable up
to the date of redemption with the proceeds of the redemption.
o Capital Gains
The Funds generally distribute net realized capital gains (including net
short-term capital), if any, annually. The Funds do not expect to realize any
long-term gains or losses. Short-term capital gains reflect securities held by
the Fund for a year or less and are considered ordinary income just like
dividends. Profits on securities held longer than 12 months are considered
long-term capital gains and are at a special tax rate (20% for most taxpayers).
Dividend and Capital Gain Distributions
Unless you choose otherwise on the account application, all dividends will be
reinvested.
Distribution checks that are returned and distribution checks that are uncashed
when the shareholder has failed to respond to mailings from the shareholder
servicing agent will automatically be reinvested to buy additional shares.
No interest will accrue on amounts represented by uncashed distribution or
redemption checks.
We will send you a statement each January with the federal tax status of
dividends and distributions paid by the Fund during the previous calendar year.
Profits You Realize When You Redeem Shares
When you sell shares in a mutual fund, whether by redeeming or exchanging, you
have created a taxable event. Investments in money market funds typically do not
generate capital gains. Remember, an exchange is a purchase and a sale for tax
purposes.
Tax Reporting
Evergreen Service Company provides you with a tax statement of your dividend and
capital gains distributions for each calendar year on Form 1099 DIV. Proceeds
from a sale are reported on Form 1099B. You must report these on your tax
return. Since the IRS receives a copy as well, you could pay a penalty if you
neglect to report them.
Evergreen Service Company will send you a tax information guide each year during
tax season, which may include a cost basis statement detailing the gain or loss
on taxable transactions you had during the year. Please consult your own tax
advisor for further information regarding the federal, state and local tax
consequences of an investment in the Funds.
FEES AND EXPENSES OF THE FUNDS
Every mutual fund has fees and expenses that are assessed either directly or
indirectly. This section describes each of those fees.
Management Fee
The management fee pays for the normal expenses of managing the Fund, including
portfolio manager salaries, research costs, corporate overhead expenses and
related expenses.
Other Expenses
Other expenses include miscellaneous fees from affiliated and outside service
providers. These may include administration, legal, audit, custodial and
safekeeping fees, the printing and mailing of reports and statements, automatic
reinvestment of distributions and other conveniences for which the shareholder
pays no transaction fees.
Total Fund Operating Expenses
The total cost of running the Fund is called the expense ratio. As a
shareholder, you are not charged these fees directly; instead they are taken out
before the Fund's net asset value is calculated, and are expressed as a
percentage of the Fund's average daily net assets. The effect of these fees is
reflected in the performance results for that share class. Because these fees
are "invisible," investors should examine them closely in the prospectus,
especially when comparing one fund with another fund in the same investment
category. There are three things to remember about expense ratios: 1) your total
return in the Fund is reduced in direct proportion to the fees; 2) expense
ratios can vary greatly between funds and fund families, from under 0.25% to
over 3.00%; and 3) the Fund's advisor may waive a portion of the Fund's expenses
for a period of time, reducing its expense ratio.
11 CASH MANAGEMENT MONEY MARKET FUNDS
<PAGE>
12b-1 Fees
The Trustees of the Evergreen Funds have approved a policy to assess 12b-1 fees
for Investor shares. Up to 0.75% of the Investor shares' average daily net
assets are payable as 12b-1 fees. However, currently the 12b-1 fees
are limited to 0.10% of the Investor shares' average daily net assets.
These fees will increase the cost of your investment. A Fund may use a portion
of these fees as "service fees" to pay broker-dealers for additional shareholder
services and/or the maintenance of accounts.
12 CASH MANAGEMENT MONEY MARKET FUNDS
<PAGE>
OTHER FUND PRACTICES
Taxable securities in which Cash Management Municipal Money Market 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 rating
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 Rating Services; and certificates of deposit issued by U.S.
branches of U.S. banks with assets of $1 billion or more.
Please consult the Statement of Additional Information for more information
regarding these and other investment practices used by the Funds, including
risks.
13 CASH MANAGEMENT MONEY MARKET FUNDS
<PAGE>
E V E R G R E E N
Notes
14 CASH MANAGEMENT MONEY MARKET FUNDS
<PAGE>
Q U I C K R E F E R E N C E G U I D E
1. Institutional Services
Call 1-800-847-5397
Monday through Friday, 8 a.m. to 6 p.m. Eastern time to
o buy, redeem or exchange shares
o order applications
o get assistance with your account
2. Information Line for Hearing and Speech
Impaired (TTY/TDD)
Call 1-800-343-2888
Monday through Friday, 8 a.m. to 6 p.m.
Eastern time
3. Write us a letter
Evergreen Service Company
P.O. Box 2121
Boston, MA 02106-9970
o to redeem or exchange shares
o to change the registration on your account
o for general correspondence
4. For express, registered or certified mail
Evergreen Service Company
200 Berkeley St.
Boston, MA 02116-5034
5. Visit us on-line
www.evergreen-funds.com
6. Regular communications you will receive
Account Statements -- You will receive monthly statements for
each Fund in which you invest.
Confirmation Notices -- We send a confirmation of any transaction
you make within five days of the transaction.
Annual and Semi-annual Reports -- You will receive a detailed
financial report on each Fund you invest in twice a year.
Tax Forms -- Each January you will receive any Fund tax
information you need to include with your tax returns as well as
the Evergreen Tax Information Guide.
<PAGE>
For More Information About the Evergreen Cash Management
Money Market Funds, Ask for:
The Funds' most recent Annual or Semi-annual Report, which contains a complete
financial accounting for each Fund and a complete list of the Fund's portfolio
holdings as of a specific date, as well as commentary from the Fund's portfolio
manager. This Report discusses the market conditions and investment strategies
that significantly affected the Fund's performance during the most recent fiscal
year or period.
The Statement of Additional Information (SAI), which contains more detailed
information about the policies and procedures of the Funds. The SAI has been
filed with the Securities and Exchange Commission (SEC) and its contents are
legally considered to be part of this prospectus.
For questions, other information, or to request a copy, without charge, of any
of the documents, call 1-800-847-5397 or ask your investment professional. We
will mail material within three business days. In addition, any of these
documents, with the exception of the SAI, may be downloaded off our website at
www.evergreen-funds.com.
Information about these Funds (including the SAI) is also available on the SEC's
Internet website at http://www.sec.gov. Copies of this material may be obtained,
for a duplication fee, by writing the SEC Public Reference Section, Washington,
D.C. 20549-6009, or by electronic request at the following e-mail address:
[email protected]. This material can also be reviewed and copied at the SEC's
Public Reference Room in Washington, D.C. For information about the operation of
the Public Reference Room, call the SEC at 1-202-942-8090.
Evergreen Distributor, Inc.
90 Park Avenue
New York, New York 10016
SEC File No.: 811-08405
<PAGE>
EVERGREEN SELECT MONEY MARKET TRUST
PART A
PROSPECTUS
RESERVE SHARES
<PAGE>
Evergreen
Cash Management
Money Market
Funds
Evergreen Cash Management Money Market Fund
Evergreen Cash Management Municipal Money Market Fund
Evergreen Cash Management U.S. Government Money Market Fund
Reserve shares
Prospectus, November 15, 2000
The Securities and Exchange Commission has not determined that the information
in this prospectus is accurate or complete, nor has it approved or disapproved
these securities. Anyone who tells you otherwise is committing a crime.
<PAGE>
T A B L E O F C O N T E N T S
FUND RISK/RETURN SUMMARIES:
Overview of Fund Risks............................. 1
Evergreen Cash Management Money
Market Fund..................................... 2
Evergreen Cash Management Municipal
Money Market Fund............................... 4
Evergreen Cash Management U.S.
Government Money Market Fund.................... 6
GENERAL INFORMATION:
The Funds' Investment Advisor..................... 8
Calculating the Share Price....................... 8
How to Choose an Evergreen Fund................... 8
How to Buy Shares................................. 9
How to Redeem Shares..............................10
The Tax Consequences of
Investing in the Funds..........................11
Fees and Expenses of the Funds....................11
Other Fund Practices..............................13
In general, Funds included in this prospectus provide investors with a
selection of investment alternatives which seek to provide current income
consistent preservation of principal and liquidity.
Fund Summaries Key
Each Fund's summary is organized around the following basic topics and
questions:
INVESTMENT GOAL
What is the Fund's financial objective? You can find clarification on how the
Fund seeks to achieve its objective by looking at the Fund's strategy and
investment policies. The Fund's Board of Trustees can change the investment
objective without a shareholder vote.
INVESTMENT STRATEGY
How does the Fund go about trying to meet its goals? What types of investments
does it contain? What style of investing and investment philosophy does it
follow? Does it have limits on the amount invested in any particular type of
security?
RISK FACTORS
What are the specific risks for an investor in the Fund?
PERFORMANCE
How well has the Fund performed in the past year? The past five years? The past
ten years?
EXPENSES
How much does it cost to invest in the Fund? What is the difference between
sales charges and expenses?
<PAGE>
O V E R V I E W O F F U N D R I S K S
Cash Management Money Market Funds
typically rely on a combination of the following strategies:
o maintaining net asset value at $1.00 per share;
o investing in high-quality, short-term money market instruments, including
U.S. government securities;
o investing in compliance with industry-standard requirements for money
market funds for the quality, maturity and diversification of investments;
and
o selling a portfolio investment when: i) the issuer's investment
fundamentals begin to deteriorate; ii) to take advantage of more attractive
yield opportunities; iii) when the investment no longer appears to meet the
Fund's investment objective; iv) when the Fund must meet redemptions; or v)
for other investment reasons which the portfolio manager deems necessary.
may be appropriate for investors who:
o are seeking a conservative investment which invests in relatively safe
securities;
o are seeking a fund for short-term investment; and
o are seeking liquidity.
Following this overview, you will find information on each Fund's specific
investment strategies and risks.
Risk Factors For All Mutual Funds
Please remember that mutual fund investment shares are:
o not guaranteed to achieve their investment goal
o not a deposit with a bank
o not insured, endorsed or guaranteed by the FDIC or any government agency
o subject to investment risks, including possible loss of your original
investment
Although the Funds seek to preserve the value of your investment at $1.00 per
share, it is possible to lose money by investing in the Funds.
Following are some of the factors that may affect the value of your investment.
Other factors may be described in the discussion following this overview:
Interest Rate Risk
When interest rates go up, the value of debt securities tend to fall. Since the
Fund invests substantially all of its portfolio in debt securities, if interest
rates rise, then the value of your investment may decline. When interest rates
go down, interest earned by the Fund on its investments may also decline, which
could cause the Fund to reduce the dividends it pays. The longer the term of the
security held by the Fund, the more the Fund is subject to interest rate risk.
Credit Risk
The value of a debt security is directly affected by the issuer's ability to
repay principal and pay interest on time. Since the Fund invests in debt
securities, the value of your investment may decline if an issuer fails to pay
an obligation on a timely basis.
1 CASH MANAGEMENT MONEY MARKET FUNDS
<PAGE>
Cash Management Money Market Fund
FUND FACTS:
Goals:
o Current Income
o Preservation of Capital
o Liquidity
Principal Investments:
o Money Market Instruments
Class of Shares Offered in this Prospectus:
o Reserve
Investment Advisor:
o Evergreen Investment Management
Dividend Payment Schedule:
o Monthly
INVESTMENT GOAL
The Fund seeks to achieve as high a level of current income as is consistent
with preserving capital and providing liquidity.
INVESTMENT STRATEGY
The following supplements the investment strategies discussed in the "Overview
of Fund Risks" on page 1.
The Fund invests in money market securities including certificates of deposit
and bankers' acceptances, commercial paper, U.S. Treasury obligations,
short-term corporate obligations and repurchase agreements determined to present
minimal credit risk.
The Fund invests principally in short-term corporate debt securities. In
addition, the Fund may invest in short-term securities issued or guaranteed by
the U.S. government or its agencies or instrumentalities, including the
Interamerican Development Bank and the International Bank for Reconstruction and
Development. The Fund may invest up to 30% of its total assets in bank
certificates of deposit and bankers' acceptances payable in U.S. dollars and
issued by foreign banks (including U.S. branches of foreign banks) or by foreign
branches of U.S. banks. The Fund may also invest in commercial paper.
The portfolio manager focuses primarily on the interest rate environment in
determining which securities to purchase for the portfolio. Generally, in a
rising rate environment, the Fund will invest in securities of shorter
maturities. If interest rates are high, the Fund will invest in securities with
longer maturities; however, the Fund will not acquire any security with a
remaining maturity of greater than 397 days.
RISK FACTORS
Your investment in the Fund is subject to the risks discussed in the "Overview
of Fund Risks" on page 1 under the headings:
o Interest Rate Risk
o Credit Risk
Because obligations of the Interamerican Development Bank and the International
Bank of Reconstruction and Development are supported only by appropriated but
unpaid commitments of member countries, there is no assurance that the
commitments will be paid in the future.
For further information regarding the Fund's investment strategy and risk
factors see "Other Fund Practices".
2 CASH MANAGEMENT MONEY MARKET FUNDS
<PAGE>
PERFORMANCE
Since the Fund had not begun operations as of the date of this Prospectus, no
performance information is available.
To obtain current yield information call 1-800- 847-5397.
EXPENSES
This section describes the fees and expenses you would pay if you bought and
held shares of the Fund.
You pay no shareholder transaction fees.
Annual Fund Operating Expenses
(expenses that are deducted from Fund assets)+
Total Fund
Management 12b-1 Other Operating
Fees Fees Expenses Expenses++
Reserve 0.20% 0.65% 0.17% 1.02%
+Estimated for the period ending 2/28/2001.
++From time to time, the Fund's investment advisor may, at its discretion,
reduce or waive its fees or reimburse the Fund for certain of its expenses in
order to reduce expense ratios. The Fund's investment advisor may cease these
waivers or reimbursements at any time. The Annual Fund Operating Expenses do not
reflect fee waivers and expense reimbursements. Including fee waivers and
expense reimbursements, Total Fund Operating Expenses are estimated to be 0.85%.
The table below shows the total expenses you would pay on a $10,000 investment
over one- and three-year periods. The example is intended to help you compare
the cost of investing in this Fund versus other mutual funds and is for
illustration only. The example assumes a 5% average annual return and
reinvestment of all dividends and distributions. Your actual costs may be higher
or lower.
Example of Fund Expenses
After: Reserve
1 year $104
3 years $325
3 CASH MANAGEMENT MONEY MARKET FUNDS
<PAGE>
Cash Management Municipal Money Market Fund
FUND FACTS:
Goals:
o Current Income Exempt from Federal Tax
o Preservation of Capital
o Liquidity
Principal Investment:
o Municipal Money Market Securities
Class of Shares
Offered in this
Prospectus:
o Reserve
Investment Advisor:
o Evergreen Investment Management
Dividend Payment Schedule:
o Monthly
INVESTMENT GOAL
The Fund seeks to achieve as high a level of current income exempt from federal
income tax as is consistent with preserving capital and providing liquidity.
INVESTMENT STRATEGY
The following supplements the investment strategies discussed in the "Overview
of Fund Risks" on page 1.
The Fund invests at least 80% of its assets in municipal money market
securities, the interest from which is exempt from federal income tax other than
the alternative minimum tax. The Fund invests in municipal money market
securities determined to present minimal credit risk and issued by any U.S.
state, the District of Columbia and their political subdivisions. The Fund
invests in fixed, variable or floating rate general obligation and revenue
bonds; tax, bond and revenue anticipation notes; and commercial paper
obligations.
In determining which securities to purchase for the portfolio, the portfolio
manager focuses on the supply and demand of the security in the market place as
well as the current interest rate environment. Generally, in a rising rate
environment, the Fund will invest in securities of shorter maturities. If
interest rates are high, the Fund will invest in securities with longer
maturities; however, the Fund will not acquire any security with a remaining
maturity of greater than 397 days.
The Fund may temporarily invest up to 20% of its net assets in taxable
securities under one or more of the following circumstances: (a) pending
investment of proceeds from the sale of Fund shares or from 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 also temporarily invest up to 100% of its total assets in taxable
securities for defensive purposes which may result in the Fund not achieving its
investment objective.
RISK FACTORS
Your investment in the Fund is subject to the risks discussed in the "Overview
of Fund Risks" on page 1 under the headings:
o Interest Rate Risk
o Credit Risk
Because the taxable money market is a broader and more liquid market and has a
greater number of investors, issuers and market makers than the market for
short-term tax exempt municipal securities, the liquidity of the Fund may not be
equal to that of a money market fund which invests exclusively in short-term
taxable money market instruments. The more limited marketability of short -term
tax exempt municipal securities may make it difficult in certain circumstances
to dispose of large investments advantageously.
For further information regarding the Fund's investment strategy and risk
factors see "Other Fund Practices".
4 CASH MANAGEMENT MONEY MARKET FUNDS
<PAGE>
PERFORMANCE
Since the Fund had not begun operations as of the date of this Prospectus, no
performance information is available.
To obtain current yield information call 1-800-847-5397
EXPENSES
This section describes the fees and expenses you would pay if you bought and
held shares of the Fund.
You pay no shareholder transaction fees.
Annual Fund Operating Expenses
(expenses that are deducted from Fund assets)+
Total Fund
Management 12b-1 Other Operating
Fees Fees Expenses Expenses++
Reserve 0.20% 0.65% 0.29% 1.14%
+Estimated for the period ending 2/28/2001.
++From time to time, the Fund's investment advisor may, at its discretion,
reduce or waive its fees or reimburse the Fund for certain of its expenses in
order to reduce expense ratios. The Fund's investment advisor may cease these
waivers or reimbursements at any time. The Annual Fund Operating Expenses do not
reflect fee waivers and expense reimbursements. Including fee waivers and
expense reimbursements, Total Fund Operating Expenses are estimated to be 0.85%.
The table below shows the total expenses you would pay on a $10,000 investment
over one- and three-year periods. The example is intended to help you compare
the cost of investing in this Fund versus other mutual funds and is for
illustration only. The example assumes a 5% average annual return and
reinvestment of all dividends and distributions. Your actual costs may be higher
or lower.
Example of Fund Expenses
After: Reserve
1 year $116
3 years $362
5 CASH MANAGEMENT MONEY MARKET FUNDS
<PAGE>
Cash Management U.S. Government Money Market Fund
FUND FACTS:
Goals:
o Current Income
o Preservation of Capital
o Maintain Liquidity
Principal Investment:
o Short-Term U.S. Government Securities
Class of Shares Offered in this Prospectus:
o Reserve
Investment Advisor:
o Evergreen Investment Management
Dividend Payment Schedule:
o Monthly
INVESTMENT GOAL
The Fund seeks to achieve as high a level of current income as is consistent
with preserving capital and maintaining liquidity.
INVESTMENT STRATEGY
The following supplements the investment strategies discussed in the "Overview
of Fund Risks" on page 1.
The Fund will invest primarily in high-quality, short-term securities issued or
guaranteed by the U.S. government, its agencies or instrumentalities and
repurchase agreements backed by such securities. In addition, the Fund may
invest in obligations of the Interamerican Development Bank and the
International Bank for Reconstruction and Development. The portfolio manager
focuses primarily on the interest rate environment in determining which
securities to purchase for the portfolio. Generally, in a rising rate
environment, the Fund will invest in securities of shorter maturities. If
interest rates are high, the Fund will invest in securities with longer
maturities; however the Fund will not acquire any security with a remaining
maturity of greater than 397 days.
RISK FACTORS
Your investment in the Fund is subject to the risks discussed in the "Overview
of Fund Risks" on page 1 under the headings:
o Interest Rate Risk
In addition to interest rate risk, the Fund is subject to risks associated with
obligations of the Interamerican Development Bank and the International Bank of
Reconstruction and Development. Because these banks are supported only by
appropriated but unpaid commitments of member countries, there is no assurance
that the commitments will be paid in the future.
For further information regarding the Fund's investment strategy and risk
factors see "Other Fund Practices".
6 CASH MANAGEMENT MONEY MARKET FUNDS
<PAGE>
PERFORMANCE
Since the Fund had not begun operations as of the date of this Prospectus, no
performance information is available.
To obtain current yield information call 1-800- 847-5397
EXPENSES
This section describes the fees and expenses you would pay if you bought and
held shares of the Fund.
You pay no shareholder transaction fees.
Annual Fund Operating Expenses
(expenses that are deducted from Fund assets)+
Total Fund
Management 12b-1 Other Operating
Fees Fees Expenses Expenses++
Reserve 0.20% 0.65% 0.29% 1.14%
+Estimated for the period ending 2/28/2001.
++From time to time, the Fund's investment advisor may, at its discretion,
reduce or waive its fees or reimburse the Fund for certain of its expenses in
order to reduce expense ratios. The Fund's investment advisor may cease these
waivers or reimbursements at any time. The Annual Fund Operating Expenses do not
reflect fee waivers and expense reimbursements. Including fee waivers and
expense reimbursements, Total Fund Operating Expenses are estimated to be 0.85%.
The table below shows the total expenses you would pay on a $10,000 investment
over one- and three-year periods. The example is intended to help you compare
the cost of investing in this Fund versus other mutual funds and is for
illustration only. The example assumes a 5% average annual return and
reinvestment of all dividends and distributions. Your actual costs may be higher
or lower.
Example of Fund Expenses
After: Reserve
1 year $116
3 years $362
7 CASH MANAGEMENT MONEY MARKET FUNDS
<PAGE>
THE FUNDS' INVESTMENT ADVISOR
An investment advisor manages a Fund's investments and supervises its daily
business affairs. The investment advisor for the Funds is Evergreen Investment
Management (EIM). EIM is a division of First Union National Bank. All investment
advisors for the Evergreen Funds are subsidiaries of First Union Corporation,
the sixth largest bank holding company in the United States, with over $242.76
billion in consolidated assets as of 10/31/2000. First Union Corporation is
located at 301 South College Street, Charlotte, North Carolina 28288-0013.
EIM has been managing money for over 50 years and currently manages over $30.3
billion in assets for 36 of the Evergreen Funds. EIM is located at 201 South
College Street, Charlotte, North Carolina 28288-0630.
Each Fund's current contractual fee for advisory services is set forth below:
Current
contractual
advisory fee rate
Fund as a percentage of
average daily net
assets
Cash Management Money Market Fund 0.20%
Cash Management Municipal Money 0.20%
Market Fund
Cash Management U.S. Government 0.20%
Money Market Fund
CALCULATING THE SHARE PRICE
The value of one share of a Fund, also known as the net asset value, or NAV, is
calculated on each day the New York Stock Exchange is open at:
---------------------------------- ------------------------
Fund Daily NAV calculation
(Eastern time)
---------------------------------- ------------------------
---------------------------------- ------------------------
Cash Management Money Market Fund 5:00 p.m.
---------------------------------- ------------------------
---------------------------------- ------------------------
Cash Management Municipal Money 12:00 noon and 3:00 p.m.
Market Fund
---------------------------------- ------------------------
---------------------------------- ------------------------
Cash Management U.S. Government 4:00 p.m.
Money Market Fund
---------------------------------- ------------------------
The Fund calculates the share price for each share by adding up its total
assets, subtracting all liabilities, then dividing the result by the total
number of shares outstanding. Each class of shares is calculated separately.
Each security held by a Fund is 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 price per share you pay for a Fund purchase or the amount you receive for a
Fund redemption is based on the next price calculated after the order is
received and all required information is provided. The value of your account at
any given time is the latest share price multiplied by the number of shares you
own.
HOW TO CHOOSE AN EVERGREEN FUND
When choosing an Evergreen Fund, you should:
o Most importantly, read the prospectus to see if the Fund is suitable for
you.
o Request any additional information you want about the Fund, such as the
Statement of Additional Information (SAI), Annual Report or Semi-annual
Report by calling 1-800-847-5397. In addition, any of these documents, with
the exception of the SAI, may be downloaded off our website at
www.evergreen-funds.com.
8 CASH MANAGEMENT MONEY MARKET FUNDS
<PAGE>
HOW TO BUY SHARES
After choosing a Fund, you select a share class. The Funds offer six different
classes. Reserve shares are offered in this prospectus. Administrative,
Institutional, Institutional Service, Investor and Participant shares are
offered in separate prospectuses. Institutional shares are each only offered
to investment advisory clients of an investment advisor of an Evergreen Fund (or
the advisor's affiliates) and through special arrangements entered into
on behalf of the Evergreen Funds with certain financial services firms.
The minimum initial investment is $1 million. There is no minimum amount
required for subsequent purchases.
The Cash Management Funds are intended for investment primarily by institutional
customers of banks, certain broker-dealers and other financial institutions. It
is expected that the Cash Management Funds may be particularly suitable for
corporate cash managers, municipalities, or other public entities.
Opening an Account
Call 1-800-847-5397 to set up an account and get wiring instructions.
Complete an account application and mail to:
Postal Service Address: Overnight Address:
Evergreen Service Company Evergreen Service Company
P.O. Box 2121 200 Berkeley St.
Boston, MA 02106-9970 Boston, MA 02116-5034
Purchase orders will be accepted for execution at the next NAV calculation time
after the order is placed, provided that the order is properly submitted and
received by Evergreen Funds.
------------------------------------------------------ -------------------------
Fund NAV Calculation Times
(Eastern time)
------------------------------------------------------ -------------------------
------------------------------------------------------ -------------------------
Cash Management Money Market Fund 5:00 p.m.
------------------------------------------------------ -------------------------
------------------------------------------------------ -------------------------
Cash Management Municipal Money Market Fund 3:00 p.m.
------------------------------------------------------ -------------------------
------------------------------------------------------ -------------------------
Cash Management U.S. Government Money Market Fund 4:00 p.m.
------------------------------------------------------ -------------------------
Purchase orders received after such times will be processed at the next day's
NAV. A purchase order is considered properly submitted when the transfer agent
has received proper notice of the order and federal funds have been received by
Evergreen Funds at the applicable fund's designated wire bank. All purchases
must be made by federal funds. Checks and Automated Clearing House System (ACH)
payments will not be accepted.
Adding to an Account
<TABLE>
<CAPTION>
<S> <C>
------------------ ---------------------------------------------------------------------------------------
Phone or Wire Call your investment professional or call Evergreen Funds directly at 1-800-847-5397*
------------------ ---------------------------------------------------------------------------------------
Exchange o You can make an additional investment by exchange from an existing Evergreen
Cash Management account by contacting your investment professional.
o You can only exchange shares within the same class of the Evergreen Cash Management
Funds.
o There is no sales charge or redemption fee when exchanging funds within the Evergreen
Cash Management Funds.
o Exchanges between accounts which do not have identical ownership must be made in
writing with a signature guarantee (see "Exceptions:Redmeption Requests That Require
A Signature Guarantee" on the next page).
----------------- -----------------------------------------------------------------------------------------
</TABLE>
*Orders should be placed as early in the day as possible and advance notice of
large purchases provided to Evergreen Funds at 1-800-847-5397.
**Once you have authorized either the telephone exchange or redemption service,
anyone with the required account information (including your broker) can
request a telephone transaction in your account. All calls are recorded and/or
monitored for verification, recordkeeping and quality-assurance purposes. The
Evergreen Funds reserve the right to terminate the exchange privilege of any
shareholder who exceeds the listed maximum number of exchanges, as well as to
reject any large dollar exchange if placing it would, in the judgment of the
portfolio manager, adversely affect the price of the Fund.
Short-term or excessive trading into and out of a Fund may harm performance by
disrupting portfolio management strategies and by increasing expenses.
Accordingly, the Cash Management Funds may reject any purchase orders, including
exchanges, particularly from market timers or investors who, in Cash Management
Funds opinion, have a pattern of short-term or excessive trading or whose
trading has been or may be disruptive to the Cash Management Funds. For these
purposes, Evergreen Funds may consider an investor's trading history in that
Fund or other Cash Management Funds, and accounts under common ownership or
control.
9 CASH MANAGEMENT MONEY MARKET FUNDS
<PAGE>
HOW TO REDEEM SHARES
Redemption orders will be processed at the next NAV calculation time after the
order is placed, provided that the order is properly submitted and received by
Evergreen Funds.
------------------------------------------------ -------------------------------
Fund NAV Calculation Times
(Eastern time)
------------------------------------------------ -------------------------------
------------------------------------------------ -------------------------------
Cash Management Money Market Fund 5:00 p.m.
------------------------------------------------ -------------------------------
------------------------------------------------ -------------------------------
Cash Management Municipal Money Market Fund 12:00 noon
------------------------------------------------ -------------------------------
------------------------------------------------ -------------------------------
Cash Management U.S. Government Money Market 4:00 p.m.
Fund
------------------------------------------------ -------------------------------
Redemption orders received after such times will be processed at the next day's
NAV. Payment for redeemed shares is normally made by Federal Reserve wire to the
commercial bank designated on your account application.
<TABLE>
<CAPTION>
<S> <C>
------------------------- ------------------------------------------------------------------------------------
Methods Requirements
------------------------- ------------------------------------------------------------------------------------
------------------------- ------------------------------------------------------------------------------------
Call Us o Call your investment professional or call Evergreen Funds directly at
1-800-847-5397 between 8 a.m. and 6 p.m. Eastern time, on any
business day.*+
o All telephone calls are recorded and/or monitored for your protection.
We are not responsible for acting on telephone orders we believe are
genuine.
o See exceptions list below for requests that must be made in writing.
------------------------- ------------------------------------------------------------------------------------
------------------------- ------------------------------------------------------------------------------------
Write Us o You can mail a redemption request to:
Postal Service Address: Overnight Address:
Evergreen Service Company Evergreen Service Company
P.O. Box 2121 200 Berkeley St.
Boston, MA 02106-9970 Boston, MA 02116-5034
o Your letter of instructions must:
- list the Fund name and the account number
- indicate the number of shares or dollar value you wish to redeem
- be signed by the registered owner(s)
o See "Exceptions: Redemption Requests That Require a Signature Guarantee"
below for requests that must be signature guaranteed.
------------------------- ------------------------------------------------------------------------------------
------------------------- ------------------------------------------------------------------------------------
Redeem Your Shares in o You may also redeem your shares through participating broker-dealers by
Person delivering a letter as described above to your broker-dealer.
o A fee may be charged for this service.
------------------------- ------------------------------------------------------------------------------------
</TABLE>
*The Fund's shares may be made available through financial services firms which
are also investment dealers and which have a service agreement with EDI. The
Fund has approved the acceptance of purchase and repurchase request orders
effective as of the time of their receipt by certain authorized financial
intermediaries.
+Once you have authorized either the telephone exchange or
redemption service, anyone with the required account information (including your
broker) can request a telephone transaction in your account. All calls are
recorded and/or monitored for verification, recordkeeping and quality-assurance
purposes. The Evergreen Funds reserve the right to terminate the exchange
privilege of any shareholder who exceeds the listed maximum number of exchanges,
as well as to reject any large dollar exchange if placing it would, in the
judgment of the portfolio manager, adversely affect the price of the Fund.
Timing of Proceeds
Normally, we will send your redemption proceeds for orders received prior to the
NAV calculation time via federal funds wire on the same day. We also reserve the
right to redeem in kind, under certain circumstances, by paying you the proceeds
of a redemption in securities rather than in cash, and to redeem the remaining
amount in the account if your redemption brings the account balance below the
initial minimum of $1,000,000.
Exceptions: Redemption Requests That Require A Signature Guarantee
To protect you and the Evergreen Funds against fraud, certain redemption
requests must be made in writing with your signature guaranteed. A signature
guarantee can be obtained at most banks and securities dealers. A notary public
is not authorized to provide a signature guarantee. The following circumstances
require signature guarantees:
o You want the proceeds transmitted to a bank account
not listed on the account
o You want the proceeds payable to anyone other than
the registered owner(s) of the account
o Either your address or the address of your bank
account has been changed within 30 days
Who Can Provide A Signature Guarantee:
o Commercial Bank
o Trust Company
o Savings Association
o Credit Union
o Member of a U.S. stock exchange
o Redemption requests should be placed as early in the day as possible and
advance notice of large redemptions provided to Evergreen Funds
1-800-847-5397
10 CASH MANAGEMENT MONEY MARKET FUNDS
<PAGE>
THE TAX CONSEQUENCES OF INVESTING IN THE FUNDS
You may be taxed in two ways:
o On Fund distributions (dividends and capital gains)
o On the profit you make when you sell any or all of your shares.
Fund Distributions
A mutual fund passes along to all of its shareholders the net income or profits
it receives from its investments. The shareholders of the Fund then pay any
taxes due, whether they receive these distributions in cash or elect to have
them reinvested. The Cash Management Municipal Money Market Fund expects that
substantially all of its regular dividends will be exempt from federal income
tax other than the alternative minimum tax The Funds will distribute two types
of taxable income to you:
o Dividends
The Funds generally declare dividends on each business day and pay dividends
monthly. Dividends are paid on shares for which proper payment has been
received.
Dividends payable up to the date of redemption on redeemed shares will normally
be paid by wire transfer on the next dividend payment date. However, if all of
the shares of your account are redeemed, you will receive dividends payable up
to the date of redemption with the proceeds of the redemption.
o Capital Gains
The Funds generally distribute net realized capital gains (including net
short-term capital), if any, annually. The Funds do not expect to realize any
long-term gains or losses. Short-term capital gains reflect securities held by
the Fund for a year or less and are considered ordinary income just like
dividends. Profits on securities held longer than 12 months are considered
long-term capital gains and are at a special tax rate (20% for most taxpayers).
Dividend and Capital Gain Distributions
Unless you choose otherwise on the account application, all dividends will be
reinvested.
Distribution checks that are returned and distribution checks that are uncashed
when the shareholder has failed to respond to mailings from the shareholder
servicing agent will automatically be reinvested to buy additional shares.
No interest will accrue on amounts represented by uncashed distribution or
redemption checks.
We will send you a statement each January with the federal tax status of
dividends and distributions paid by the Fund during the previous calendar year.
Profits You Realize When You Redeem Shares
When you sell shares in a mutual fund, whether by redeeming or exchanging, you
have created a taxable event. Investments in money market funds typically do not
generate capital gains. Remember, an exchange is a purchase and a sale for tax
purposes.
Tax Reporting
Evergreen Service Company provides you with a tax statement of your dividend and
capital gains distributions for each calendar year on Form 1099 DIV. Proceeds
from a sale are reported on Form 1099B. You must report these on your tax
return. Since the IRS receives a copy as well, you could pay a penalty if you
neglect to report them.
Evergreen Service Company will send you a tax information guide each year during
tax season, which may include a cost basis statement detailing the gain or loss
on taxable transactions you had during the year. Please consult your own tax
advisor for further information regarding the federal, state and local tax
consequences of an investment in the Funds.
FEES AND EXPENSES OF THE FUNDS
Every mutual fund has fees and expenses that are assessed either directly or
indirectly. This section describes each of those fees.
Management Fee
The management fee pays for the normal expenses of managing the Fund, including
portfolio manager salaries, research costs, corporate overhead expenses and
related expenses.
Other Expenses
Other expenses include miscellaneous fees from affiliated and outside service
providers. These may include administration, legal, audit, custodial and
safekeeping fees, the printing and mailing of reports and statements, automatic
reinvestment of distributions and other conveniences for which the shareholder
pays no transaction fees.
Total Fund Operating Expenses
The total cost of running the Fund is called the expense ratio. As a
shareholder, you are not charged these fees directly; instead they are taken out
before the Fund's net asset value is calculated, and are expressed as a
percentage of the Fund's average daily net assets. The effect of these fees is
reflected in the performance results for that share class. Because these fees
are "invisible," investors should examine them closely in the prospectus,
especially when comparing one fund with another fund in the same investment
category. There are three things to remember about expense ratios: 1) your total
return in the Fund is reduced in direct proportion to the fees; 2) expense
ratios can vary greatly between funds and fund families, from under 0.25% to
over 3.00%; and 3) the Fund's advisor may waive a portion of the Fund's expenses
for a period of time, reducing its expense ratio.
11 CASH MANAGEMENT MONEY MARKET FUNDS
<PAGE>
12b-1 Fees
The Trustees of the Evergreen Funds have approved a policy to assess 12b-1 fees
for Reserve shares. Up to 0.75% of the Reserve shares' average daily net assets
are payable as 12b-1 fees. However, currently the 12b-1 fees are limited to
0.65% of the Reserve shares' average daily net assets. These fees will increase
the cost of your investment. A Fund may use a portion of these fees as
"service fees" to pay broker-dealers for additional shareholder services
and/or the maintenance of accounts.
12 CASH MANAGEMENT MONEY MARKET FUNDS
<PAGE>
OTHER FUND PRACTICES
Taxable securities in which Cash Management Municipal Money Market 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 rating
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 Rating Services; and certificates of deposit issued by U.S.
branches of U.S. banks with assets of $1 billion or more.
Please consult the Statement of Additional Information for more information
regarding these and other investment practices used by the Funds, including
risks.
13 CASH MANAGEMENT MONEY MARKET FUNDS
<PAGE>
E V E R G R E E N
Notes
14 CASH MANAGEMENT MONEY MARKET FUNDS
<PAGE>
Q U I C K R E F E R E N C E G U I D E
1. Institutional Services
Call 1-800-847-5397
Monday through Friday, 8 a.m. to 6 p.m. Eastern time to
o buy, redeem or exchange shares
o order applications
o get assistance with your account
2. Information Line for Hearing and Speech
Impaired (TTY/TDD)
Call 1-800-343-2888
Monday through Friday, 8 a.m. to 6 p.m.
Eastern time
3. Write us a letter
Evergreen Service Company
P.O. Box 2121
Boston, MA 02106-9970
o to redeem or exchange shares
o to change the registration on your account
o for general correspondence
4. For express, registered or certified mail
Evergreen Service Company
200 Berkeley St.
Boston, MA 02116-5034
5. Visit us on-line
www.evergreen-funds.com
6. Regular communications you will receive
Account Statements -- You will receive monthly statements for
each Fund in which you invest.
Confirmation Notices -- We send a confirmation of any transaction
you make within five days of the transaction.
Annual and Semi-annual Reports -- You will receive a detailed
financial report on each Fund you invest in twice a year.
Tax Forms -- Each January you will receive any Fund tax
information you need to include with your tax returns as well as
the Evergreen Tax Information Guide.
<PAGE>
For More Information About the Evergreen Cash Management
Money Market Funds, Ask for:
The Funds' most recent Annual or Semi-annual Report, which contains a complete
financial accounting for each Fund and a complete list of the Fund's portfolio
holdings as of a specific date, as well as commentary from the Fund's portfolio
manager. This Report discusses the market conditions and investment strategies
that significantly affected the Fund's performance during the most recent fiscal
year or period.
The Statement of Additional Information (SAI), which contains more detailed
information about the policies and procedures of the Funds. The SAI has been
filed with the Securities and Exchange Commission (SEC) and its contents are
legally considered to be part of this prospectus.
For questions, other information, or to request a copy, without charge, of any
of the documents, call 1-800-847-5397 or ask your investment professional. We
will mail material within three business days. In addition, any of these
documents, with the exception of the SAI, may be downloaded off our website at
www.evergreen-funds.com.
Information about these Funds (including the SAI) is also available on the SEC's
Internet website at http://www.sec.gov. Copies of this material may be obtained,
for a duplication fee, by writing the SEC Public Reference Section, Washington,
D.C. 20549-6009, or by electronic request at the following e-mail address:
[email protected]. This material can also be reviewed and copied at the SEC's
Public Reference Room in Washington, D.C. For information about the operation of
the Public Reference Room, call the SEC at 1-202-942-8090.
Evergreen Distributor, Inc.
90 Park Avenue
New York, New York 10016
SEC File No.: 811-08405
<PAGE>
EVERGREEN SELECT MONEY MARKET TRUST
PART A
PROSPECTUS
PARTICIPANT SHARES
<PAGE>
Evergreen
Cash Management
Money Market
Funds
Evergreen Cash Management Money Market Fund
Evergreen Cash Management Municipal Money Market Fund
Evergreen Cash Management U.S. Government Money Market Fund
Participant shares
Prospectus, November 15, 2000
The Securities and Exchange Commission has not determined that the information
in this prospectus is accurate or complete, nor has it approved or disapproved
these securities. Anyone who tells you otherwise is committing a crime.
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T A B L E O F C O N T E N T S
FUND RISK/RETURN SUMMARIES:
Overview of Fund Risks............................ 1
Evergreen Cash Management Money
Market Fund.................................... 2
Evergreen Cash Management Municipal
Money Market Fund.............................. 4
Evergreen Cash Management U.S.
Government Money Market Fund................... 6
GENERAL INFORMATION:
The Funds' Investment Advisor..................... 8
Calculating the Share Price....................... 8
How to Choose an Evergreen Fund................... 8
How to Buy Shares................................. 9
How to Redeem Shares..............................10
The Tax Consequences of
Investing in the Funds..........................11
Fees and Expenses of the Funds....................11
Other Fund Practices..............................13
In general, Funds included in this prospectus provide investors with a
selection of investment alternatives which seek to provide current income
consistent preservation of principal and liquidity.
Fund Summaries Key
Each Fund's summary is organized around the following basic topics and
questions:
INVESTMENT GOAL
What is the Fund's financial objective? You can find clarification on how the
Fund seeks to achieve its objective by looking at the Fund's strategy and
investment policies. The Fund's Board of Trustees can change the investment
objective without a shareholder vote.
INVESTMENT STRATEGY
How does the Fund go about trying to meet its goals? What types of investments
does it contain? What style of investing and investment philosophy does it
follow? Does it have limits on the amount invested in any particular type of
security?
RISK FACTORS
What are the specific risks for an investor in the Fund?
PERFORMANCE
How well has the Fund performed in the past year? The past five years? The past
ten years?
EXPENSES
How much does it cost to invest in the Fund? What is the difference between
sales charges and expenses?
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O V E R V I E W O F F U N D R I S K S
Cash Management Money Market Funds
typically rely on a combination of the following strategies:
o maintaining net asset value at $1.00 per share;
o investing in high-quality, short-term money market instruments, including
U.S. government securities;
o investing in compliance with industry-standard requirements for money
market funds for the quality, maturity and diversification of investments;
and
o selling a portfolio investment when: i) the issuer's investment
fundamentals begin to deteriorate; ii) to take advantage of more attractive
yield opportunities; iii) when the investment no longer appears to meet the
Fund's investment objective; iv) when the Fund must meet redemptions; or v)
for other investment reasons which the portfolio manager deems necessary.
may be appropriate for investors who:
o are seeking a conservative investment which invests in relatively safe
securities;
o are seeking a fund for short-term investment; and
o are seeking liquidity.
Following this overview, you will find information on each Fund's specific
investment strategies and risks.
Risk Factors For All Mutual Funds
Please remember that mutual fund investment shares are:
o not guaranteed to achieve their investment goal
o not a deposit with a bank
o not insured, endorsed or guaranteed by the FDIC or any government agency
o subject to investment risks, including possible loss of your original
investment
Although the Funds seek to preserve the value of your investment at $1.00 per
share, it is possible to lose money by investing in the Funds.
Following are some of the factors that may affect the value of your investment.
Other factors may be described in the discussion following this overview:
Interest Rate Risk
When interest rates go up, the value of debt securities tend to fall. Since the
Fund invests substantially all of its portfolio in debt securities, if interest
rates rise, then the value of your investment may decline. When interest rates
go down, interest earned by the Fund on its investments may also decline, which
could cause the Fund to reduce the dividends it pays. The longer the term of the
security held by the Fund, the more the Fund is subject to interest rate risk.
Credit Risk
The value of a debt security is directly affected by the issuer's ability to
repay principal and pay interest on time. Since the Fund invests in debt
securities, the value of your investment may decline if an issuer fails to pay
an obligation on a timely basis.
1 CASH MANAGEMENT MONEY MARKET FUNDS
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Cash Management Money Market Fund
FUND FACTS:
Goals:
o Current Income
o Preservation of Capital
o Liquidity
Principal Investments:
o Money Market Instruments
Class of Shares Offered in this Prospectus:
o Participant
Investment Advisor:
o Evergreen Investment Management
Dividend Payment Schedule:
o Monthly
INVESTMENT GOAL
The Fund seeks to achieve as high a level of current income as is consistent
with preserving capital and providing liquidity.
INVESTMENT STRATEGY
The following supplements the investment strategies discussed in the "Overview
of Fund Risks" on page 1.
The Fund invests in money market securities including certificates of deposit
and bankers' acceptances, commercial paper, U.S. Treasury obligations,
short-term corporate obligations and repurchase agreements determined to present
minimal credit risk.
The Fund invests principally in short-term corporate debt securities. In
addition, the Fund may invest in short-term securities issued or guaranteed by
the U.S. government or its agencies or instrumentalities, including the
Interamerican Development Bank and the International Bank for Reconstruction and
Development. The Fund may invest up to 30% of its total assets in bank
certificates of deposit and bankers' acceptances payable in U.S. dollars and
issued by foreign banks (including U.S. branches of foreign banks) or by foreign
branches of U.S. banks. The Fund may also invest in commercial paper.
The portfolio manager focuses primarily on the interest rate environment in
determining which securities to purchase for the portfolio. Generally, in a
rising rate environment, the Fund will invest in securities of shorter
maturities. If interest rates are high, the Fund will invest in securities with
longer maturities; however, the Fund will not acquire any security with a
remaining maturity of greater than 397 days.
RISK FACTORS
Your investment in the Fund is subject to the risks discussed in the "Overview
of Fund Risks" on page 1 under the headings:
o Interest Rate Risk
o Credit Risk
Because obligations of the Interamerican Development Bank and the International
Bank of Reconstruction and Development are supported only by appropriated but
unpaid commitments of member countries, there is no assurance that the
commitments will be paid in the future.
For further information regarding the Fund's investment strategy and risk
factors see "Other Fund Practices".
2 CASH MANAGEMENT MONEY MARKET FUNDS
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PERFORMANCE
Since the Fund had not begun operations as of the date of this Prospectus, no
performance information is available.
To obtain current yield information call 1-800- 847-5397.
EXPENSES
This section describes the fees and expenses you would pay if you bought and
held shares of the Fund.
You pay no shareholder transaction fees.
Annual Fund Operating Expenses
(expenses that are deducted from Fund assets)+
Total Fund
Management 12b-1 Other Operating
Fees Fees Expenses Expenses++
Participant 0.20% 0.50% 0.17% 0.87%
+Estimated for the period ending 2/28/2001.
++From time to time, the Fund's investment advisor may, at its discretion,
reduce or waive its fees or reimburse the Fund for certain of its expenses in
order to reduce expense ratios. The Fund's investment advisor may cease these
waivers or reimbursements at any time. The Annual Fund Operating Expenses do not
reflect fee waivers and expense reimbursements. Including fee waivers and
expense reimbursements, Total Fund Operating Expenses are estimated to be 0.70%.
The table below shows the total expenses you would pay on a $10,000 investment
over one- and three-year periods. The example is intended to help you compare
the cost of investing in this Fund versus other mutual funds and is for
illustration only. The example assumes a 5% average annual return and
reinvestment of all dividends and distributions. Your actual costs may be higher
or lower.
Example of Fund Expenses
After: Participant
1 year $89
3 years $278
3 CASH MANAGEMENT MONEY MARKET FUNDS
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Cash Management Municipal Money Market Fund
FUND FACTS:
Goals:
o Current Income Exempt from Federal Tax
o Preservation of Capital
o Liquidity
Principal Investment:
o Municipal Money Market Securities
Class of Shares
Offered in this
Prospectus:
o Participant
Investment Advisor:
o Evergreen Investment Management
Dividend Payment Schedule:
o Monthly
INVESTMENT GOAL
The Fund seeks to achieve as high a level of current income exempt from federal
income tax as is consistent with preserving capital and providing liquidity.
INVESTMENT STRATEGY
The following supplements the investment strategies discussed in the "Overview
of Fund Risks" on page 1.
The Fund invests at least 80% of its assets in municipal money market
securities, the interest from which is exempt from federal income tax other than
the alternative minimum tax. The Fund invests in municipal money market
securities determined to present minimal credit risk and issued by any U.S.
state, the District of Columbia and their political subdivisions. The Fund
invests in fixed, variable or floating rate general obligation and revenue
bonds; tax, bond and revenue anticipation notes; and commercial paper
obligations.
In determining which securities to purchase for the portfolio, the portfolio
manager focuses on the supply and demand of the security in the market place as
well as the current interest rate environment. Generally, in a rising rate
environment, the Fund will invest in securities of shorter maturities. If
interest rates are high, the Fund will invest in securities with longer
maturities; however, the Fund will not acquire any security with a remaining
maturity of greater than 397 days.
The Fund may temporarily invest up to 20% of its net assets in taxable
securities under one or more of the following circumstances: (a) pending
investment of proceeds from the sale of Fund shares or from 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 also temporarily invest up to 100% of its total assets in taxable
securities for defensive purposes which may result in the Fund not achieving its
investment objective.
RISK FACTORS
Your investment in the Fund is subject to the risks discussed in the "Overview
of Fund Risks" on page 1 under the headings:
o Interest Rate Risk
o Credit Risk
Because the taxable money market is a broader and more liquid market and has a
greater number of investors, issuers and market makers than the market for
short-term tax exempt municipal securities, the liquidity of the Fund may not be
equal to that of a money market fund which invests exclusively in short-term
taxable money market instruments. The more limited marketability of short -term
tax exempt municipal securities may make it difficult in certain circumstances
to dispose of large investments advantageously.
For further information regarding the Fund's investment strategy and risk
factors see "Other Fund Practices".
4 CASH MANAGEMENT MONEY MARKET FUNDS
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PERFORMANCE
Since the Fund had not begun operations as of the date of this Prospectus, no
performance information is available.
To obtain current yield information call 1-800-847-5397
EXPENSES
This section describes the fees and expenses you would pay if you bought and
held shares of the Fund.
You pay no shareholder transaction fees.
Annual Fund Operating Expenses
(expenses that are deducted from Fund assets)+
Total Fund
Management 12b-1 Other Operating
Fees Fees Expenses Expenses++
Participant 0.20% 0.50% 0.29% 0.99%
+Estimated for the period ending 2/28/2001.
++From time to time, the Fund's investment advisor may, at its discretion,
reduce or waive its fees or reimburse the Fund for certain of its expenses in
order to reduce expense ratios. The Fund's investment advisor may cease these
waivers or reimbursements at any time. The Annual Fund Operating Expenses do not
reflect fee waivers and expense reimbursements. Including fee waivers and
expense reimbursements, Total Fund Operating Expenses are estimated to be 0.70%.
The table below shows the total expenses you would pay on a $10,000 investment
over one- and three-year periods. The example is intended to help you compare
the cost of investing in this Fund versus other mutual funds and is for
illustration only. The example assumes a 5% average annual return and
reinvestment of all dividends and distributions. Your actual costs may be higher
or lower.
Example of Fund Expenses
After: Participant
1 year $101
3 years $315
5 CASH MANAGEMENT MONEY MARKET FUNDS
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Cash Management U.S. Government Money Market Fund
FUND FACTS:
Goals:
o Current Income
o Preservation of Capital
o Maintain Liquidity
Principal Investment:
o Short-Term U.S. Government Securities
Class of Shares Offered in this Prospectus:
o Participant
Investment Advisor:
o Evergreen Investment Management
Dividend Payment Schedule:
o Monthly
INVESTMENT GOAL
The Fund seeks to achieve as high a level of current income as is consistent
with preserving capital and maintaining liquidity.
INVESTMENT STRATEGY
The following supplements the investment strategies discussed in the "Overview
of Fund Risks" on page 1.
The Fund will invest primarily in high-quality, short-term securities issued or
guaranteed by the U.S. government, its agencies or instrumentalities and
repurchase agreements backed by such securities. In addition, the Fund may
invest in obligations of the Interamerican Development Bank and the
International Bank for Reconstruction and Development. The portfolio manager
focuses primarily on the interest rate environment in determining which
securities to purchase for the portfolio. Generally, in a rising rate
environment, the Fund will invest in securities of shorter maturities. If
interest rates are high, the Fund will invest in securities with longer
maturities; however the Fund will not acquire any security with a remaining
maturity of greater than 397 days.
RISK FACTORS
Your investment in the Fund is subject to the risks discussed in the "Overview
of Fund Risks" on page 1 under the headings:
o Interest Rate Risk
In addition to interest rate risk, the Fund is subject to risks associated with
obligations of the Interamerican Development Bank and the International Bank of
Reconstruction and Development. Because these banks are supported only by
appropriated but unpaid commitments of member countries, there is no assurance
that the commitments will be paid in the future.
For further information regarding the Fund's investment strategy and risk
factors see "Other Fund Practices".
6 CASH MANAGEMENT MONEY MARKET FUNDS
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PERFORMANCE
Since the Fund had not begun operations as of the date of this Prospectus, no
performance information is available.
To obtain current yield information call 1-800- 847-5397
EXPENSES
This section describes the fees and expenses you would pay if you bought and
held shares of the Fund.
You pay no shareholder transaction fees.
Annual Fund Operating Expenses
(expenses that are deducted from Fund assets)+
Total Fund
Management 12b-1 Other Operating
Fees Fees Expenses Expenses++
Participant 0.20% 0.50% 0.29% 0.99%
+Estimated for the period ending 2/28/2001.
++From time to time, the Fund's investment advisor may, at its discretion,
reduce or waive its fees or reimburse the Fund for certain of its expenses in
order to reduce expense ratios. The Fund's investment advisor may cease these
waivers or reimbursements at any time. The Annual Fund Operating Expenses do not
reflect fee waivers and expense reimbursements. Including fee waivers and
expense reimbursements, Total Fund Operating Expenses are estimated to be 0.70%.
The table below shows the total expenses you would pay on a $10,000 investment
over one- and three-year periods. The example is intended to help you compare
the cost of investing in this Fund versus other mutual funds and is for
illustration only. The example assumes a 5% average annual return and
reinvestment of all dividends and distributions. Your actual costs may be higher
or lower.
Example of Fund Expenses
After: Participant
1 year $101
3 years $315
7 CASH MANAGEMENT MONEY MARKET FUNDS
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THE FUNDS' INVESTMENT ADVISOR
An investment advisor manages a Fund's investments and supervises its daily
business affairs. The investment advisor for the Funds is Evergreen Investment
Management (EIM). EIM is a division of First Union National Bank. All investment
advisors for the Evergreen Funds are subsidiaries of First Union Corporation,
the sixth largest bank holding company in the United States, with over $242.76
billion in consolidated assets as of 10/31/2000. First Union Corporation is
located at 301 South College Street, Charlotte, North Carolina 28288-0013.
EIM has been managing money for over 50 years and currently manages over $30.3
billion in assets for 36 of the Evergreen Funds. EIM is located at 201 South
College Street, Charlotte, North Carolina 28288-0630.
Each Fund's current contractual fee for advisory services is set forth below:
Current
contractual
advisory fee rate
Fund as a percentage of
average daily net
assets
Cash Management Money Market Fund 0.20%
Cash Management Municipal Money 0.20%
Market Fund
Cash Management U.S. Government 0.20%
Money Market Fund
CALCULATING THE SHARE PRICE
The value of one share of a Fund, also known as the net asset value, or NAV, is
calculated on each day the New York Stock Exchange is open at:
---------------------------------- ------------------------
Fund Daily NAV calculation
(Eastern time)
---------------------------------- ------------------------
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Cash Management Money Market Fund 5:00 p.m.
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Cash Management Municipal Money 12:00 noon and 3:00 p.m.
Market Fund
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Cash Management U.S. Government 4:00 p.m.
Money Market Fund
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The Fund calculates the share price for each share by adding up its total
assets, subtracting all liabilities, then dividing the result by the total
number of shares outstanding. Each class of shares is calculated separately.
Each security held by a Fund is 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 price per share you pay for a Fund purchase or the amount you receive for a
Fund redemption is based on the next price calculated after the order is
received and all required information is provided. The value of your account at
any given time is the latest share price multiplied by the number of shares you
own.
HOW TO CHOOSE AN EVERGREEN FUND
When choosing an Evergreen Fund, you should:
o Most importantly, read the prospectus to see if the Fund is suitable for
you.
o Request any additional information you want about the Fund, such as the
Statement of Additional Information (SAI), Annual Report or Semi-annual
Report by calling 1-800-847-5397. In addition, any of these documents, with
the exception of the SAI, may be downloaded off our website at
www.evergreen-funds.com.
8 CASH MANAGEMENT MONEY MARKET FUNDS
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HOW TO BUY SHARES
After choosing a Fund, you select a share class. The Funds offer six different
classes. Participant shares are offered in this prospectus. Administrative,
Institutional, Institutional Service, Investor and Reserve shares are each
offered in separate prospectuses. Institutional shares are only offered to
investment advisory clients of an investment advisor of an Evergreen Fund (or
the advisor's affiliates) and through special arrangements entered into
on behalf of the Evergreen Funds with certain financial services firms.
The minimum initial investment is $1 million. There is no minimum amount
required for subsequent purchases.
The Cash Management Funds are intended for investment primarily by institutional
customers of banks, certain broker-dealers and other financial institutions. It
is expected that the Cash Management Funds may be particularly suitable for
corporate cash managers, municipalities, or other public entities.
Opening an Account
Call 1-800-847-5397 to set up an account and get wiring instructions.
Complete an account application and mail to:
Postal Service Address: Overnight Address:
Evergreen Service Company Evergreen Service Company
P.O. Box 2121 200 Berkeley St.
Boston, MA 02106-9970 Boston, MA 02116-5034
Purchase orders will be accepted for execution at the next NAV calculation time
after the order is placed, provided that the order is properly submitted and
received by Evergreen Funds.
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Fund NAV Calculation Times
(Eastern time)
------------------------------------------------------ -------------------------
------------------------------------------------------ -------------------------
Cash Management Money Market Fund 5:00 p.m.
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------------------------------------------------------ -------------------------
Cash Management Municipal Money Market Fund 3:00 p.m.
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------------------------------------------------------ -------------------------
Cash Management U.S. Government Money Market Fund 4:00 p.m.
------------------------------------------------------ -------------------------
Purchase orders received after such times will be processed at the next day's
NAV. A purchase order is considered properly submitted when the transfer agent
has received proper notice of the order and federal funds have been received by
Evergreen Funds at the applicable fund's designated wire bank. All purchases
must be made by federal funds. Checks and Automated Clearing House System (ACH)
payments will not be accepted.
Adding to an Account
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Phone or Wire Call your investment professional or call Evergreen Funds directly at 1-800-847-5397*
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Exchange o You can make an additional investment by exchange from an existing Evergreen
Cash Management account by contacting your investment professional.
o You can only exchange shares within the same class of the Evergreen Cash Management
Funds.
o There is no sales charge or redemption fee when exchanging funds within the Evergreen
Cash Management Funds.
o Exchanges between accounts which do not have identical ownership must be made in
writing with a signature guarantee (see "Exceptions:Redmeption Requests That Require
A Signature Guarantee" on the next page).
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*Orders should be placed as early in the day as possible and advance notice of
large purchases provided to Evergreen Funds at 1-800-847-5397.
**Once you have authorized either the telephone exchange or redemption service,
anyone with the required account information (including your broker) can
request a telephone transaction in your account. All calls are recorded and/or
monitored for verification, recordkeeping and quality-assurance purposes. The
Evergreen Funds reserve the right to terminate the exchange privilege of any
shareholder who exceeds the listed maximum number of exchanges, as well as to
reject any large dollar exchange if placing it would, in the judgment of the
portfolio manager, adversely affect the price of the Fund.
Short-term or excessive trading into and out of a Fund may harm performance by
disrupting portfolio management strategies and by increasing expenses.
Accordingly, the Cash Management Funds may reject any purchase orders, including
exchanges, particularly from market timers or investors who, in Cash Management
Funds opinion, have a pattern of short-term or excessive trading or whose
trading has been or may be disruptive to the Cash Management Funds. For these
purposes, Evergreen Funds may consider an investor's trading history in that
Fund or other Cash Management Funds, and accounts under common ownership or
control.
9 CASH MANAGEMENT MONEY MARKET FUNDS
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HOW TO REDEEM SHARES
Redemption orders will be processed at the next NAV calculation time after the
order is placed, provided that the order is properly submitted and received by
Evergreen Funds.
------------------------------------------------ -------------------------------
Fund NAV Calculation Times
(Eastern time)
------------------------------------------------ -------------------------------
------------------------------------------------ -------------------------------
Cash Management Money Market Fund 5:00 p.m.
------------------------------------------------ -------------------------------
------------------------------------------------ -------------------------------
Cash Management Municipal Money Market Fund 12:00 noon
------------------------------------------------ -------------------------------
------------------------------------------------ -------------------------------
Cash Management U.S. Government Money Market 4:00 p.m.
Fund
------------------------------------------------ -------------------------------
Redemption orders received after such times will be processed at the next day's
NAV. Payment for redeemed shares is normally made by Federal Reserve wire to the
commercial bank designated on your account application.
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Methods Requirements
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Call Us o Call your investment professional or call Evergreen Funds directly at
1-800-847-5397 between 8 a.m. and 6 p.m. Eastern time, on any
business day.*+
o All telephone calls are recorded and/or monitored for your protection.
We are not responsible for acting on telephone orders we believe are
genuine.
o See exceptions list below for requests that must be made in writing.
------------------------- ------------------------------------------------------------------------------------
------------------------- ------------------------------------------------------------------------------------
Write Us o You can mail a redemption request to:
Postal Service Address: Overnight Address:
Evergreen Service Company Evergreen Service Company
P.O. Box 2121 200 Berkeley St.
Boston, MA 02106-9970 Boston, MA 02116-5034
o Your letter of instructions must:
- list the Fund name and the account number
- indicate the number of shares or dollar value you wish to redeem
- be signed by the registered owner(s)
o See "Exceptions: Redemption Requests That Require a Signature Guarantee"
below for requests that must be signature guaranteed.
------------------------- ------------------------------------------------------------------------------------
------------------------- ------------------------------------------------------------------------------------
Redeem Your Shares in o You may also redeem your shares through participating broker-dealers by
Person delivering a letter as described above to your broker-dealer.
o A fee may be charged for this service.
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*The Fund's shares may be made available through financial services firms which
are also investment dealers and which have a service agreement with EDI. The
Fund has approved the acceptance of purchase and repurchase request orders
effective as of the time of their receipt by certain authorized financial
intermediaries.
+Once you have authorized either the telephone exchange or
redemption service, anyone with the required account information (including your
broker) can request a telephone transaction in your account. All calls are
recorded and/or monitored for verification, recordkeeping and quality-assurance
purposes. The Evergreen Funds reserve the right to terminate the exchange
privilege of any shareholder who exceeds the listed maximum number of exchanges,
as well as to reject any large dollar exchange if placing it would, in the
judgment of the portfolio manager, adversely affect the price of the Fund.
Timing of Proceeds
Normally, we will send your redemption proceeds for orders received prior to the
NAV calculation time via federal funds wire on the same day. We also reserve the
right to redeem in kind, under certain circumstances, by paying you the proceeds
of a redemption in securities rather than in cash, and to redeem the remaining
amount in the account if your redemption brings the account balance below the
initial minimum of $1,000,000.
Exceptions: Redemption Requests That Require A Signature Guarantee
To protect you and the Evergreen Funds against fraud, certain redemption
requests must be made in writing with your signature guaranteed. A signature
guarantee can be obtained at most banks and securities dealers. A notary public
is not authorized to provide a signature guarantee. The following circumstances
require signature guarantees:
o You want the proceeds transmitted to a bank account
not listed on the account
o You want the proceeds payable to anyone other than
the registered owner(s) of the account
o Either your address or the address of your bank
account has been changed within 30 days
Who Can Provide A Signature Guarantee:
o Commercial Bank
o Trust Company
o Savings Association
o Credit Union
o Member of a U.S. stock exchange
o Redemption requests should be placed as early in the day as possible and
advance notice of large redemptions provided to Evergreen Funds
1-800-847-5397
10 CASH MANAGEMENT MONEY MARKET FUNDS
<PAGE>
THE TAX CONSEQUENCES OF INVESTING IN THE FUNDS
You may be taxed in two ways:
o On Fund distributions (dividends and capital gains)
o On the profit you make when you sell any or all of your shares.
Fund Distributions
A mutual fund passes along to all of its shareholders the net income or profits
it receives from its investments. The shareholders of the Fund then pay any
taxes due, whether they receive these distributions in cash or elect to have
them reinvested. The Cash Management Municipal Money Market Fund expects that
substantially all of its regular dividends will be exempt from federal income
tax other than the alternative minimum tax The Funds will distribute two types
of taxable income to you:
o Dividends
The Funds generally declare dividends on each business day and pay dividends
monthly. Dividends are paid on shares for which proper payment has been
received.
Dividends payable up to the date of redemption on redeemed shares will normally
be paid by wire transfer on the next dividend payment date. However, if all of
the shares of your account are redeemed, you will receive dividends payable up
to the date of redemption with the proceeds of the redemption.
o Capital Gains
The Funds generally distribute net realized capital gains (including net
short-term capital), if any, annually. The Funds do not expect to realize any
long-term gains or losses. Short-term capital gains reflect securities held by
the Fund for a year or less and are considered ordinary income just like
dividends. Profits on securities held longer than 12 months are considered
long-term capital gains and are at a special tax rate (20% for most taxpayers).
Dividend and Capital Gain Distributions
Unless you choose otherwise on the account application, all dividends will be
reinvested.
Distribution checks that are returned and distribution checks that are uncashed
when the shareholder has failed to respond to mailings from the shareholder
servicing agent will automatically be reinvested to buy additional shares.
No interest will accrue on amounts represented by uncashed distribution or
redemption checks.
We will send you a statement each January with the federal tax status of
dividends and distributions paid by the Fund during the previous calendar year.
Profits You Realize When You Redeem Shares
When you sell shares in a mutual fund, whether by redeeming or exchanging, you
have created a taxable event. Investments in money market funds typically do not
generate capital gains. Remember, an exchange is a purchase and a sale for tax
purposes.
Tax Reporting
Evergreen Service Company provides you with a tax statement of your dividend and
capital gains distributions for each calendar year on Form 1099 DIV. Proceeds
from a sale are reported on Form 1099B. You must report these on your tax
return. Since the IRS receives a copy as well, you could pay a penalty if you
neglect to report them.
Evergreen Service Company will send you a tax information guide each year during
tax season, which may include a cost basis statement detailing the gain or loss
on taxable transactions you had during the year. Please consult your own tax
advisor for further information regarding the federal, state and local tax
consequences of an investment in the Funds.
FEES AND EXPENSES OF THE FUNDS
Every mutual fund has fees and expenses that are assessed either directly or
indirectly. This section describes each of those fees.
Management Fee
The management fee pays for the normal expenses of managing the Fund, including
portfolio manager salaries, research costs, corporate overhead expenses and
related expenses.
Other Expenses
Other expenses include miscellaneous fees from affiliated and outside service
providers. These may include administration, legal, audit, custodial and
safekeeping fees, the printing and mailing of reports and statements, automatic
reinvestment of distributions and other conveniences for which the shareholder
pays no transaction fees.
Total Fund Operating Expenses
The total cost of running the Fund is called the expense ratio. As a
shareholder, you are not charged these fees directly; instead they are taken out
before the Fund's net asset value is calculated, and are expressed as a
percentage of the Fund's average daily net assets. The effect of these fees is
reflected in the performance results for that share class. Because these fees
are "invisible," investors should examine them closely in the prospectus,
especially when comparing one fund with another fund in the same investment
category. There are three things to remember about expense ratios: 1) your total
return in the Fund is reduced in direct proportion to the fees; 2) expense
ratios can vary greatly between funds and fund families, from under 0.25% to
over 3.00%; and 3) the Fund's advisor may waive a portion of the Fund's expenses
for a period of time, reducing its expense ratio.
11 CASH MANAGEMENT MONEY MARKET FUNDS
<PAGE>
12b-1 Fees
The Trustees of the Evergreen Funds have approved a policy to assess 12b-1 fees
for Participant shares. Up to 0.75% of the Participant shares' average daily
net assets are payable as 12b-1 fees. However, currently the 12b-1 fees are
limited to 0.50% of the Participant shares' average daily net assets. These
fees will increase the cost of your investment. A Fund may use a portion of
these fees as "service fees" to pay broker-dealers for additional shareholder
services and/or the maintenance of accounts.
12 CASH MANAGEMENT MONEY MARKET FUNDS
<PAGE>
OTHER FUND PRACTICES
Taxable securities in which Cash Management Municipal Money Market 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 rating
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 Rating Services; and certificates of deposit issued by U.S.
branches of U.S. banks with assets of $1 billion or more.
Please consult the Statement of Additional Information for more information
regarding these and other investment practices used by the Funds, including
risks.
13 CASH MANAGEMENT MONEY MARKET FUNDS
<PAGE>
E V E R G R E E N
Notes
14 CASH MANAGEMENT MONEY MARKET FUNDS
<PAGE>
Q U I C K R E F E R E N C E G U I D E
1. Institutional Services
Call 1-800-847-5397
Monday through Friday, 8 a.m. to 6 p.m. Eastern time to
o buy, redeem or exchange shares
o order applications
o get assistance with your account
2. Information Line for Hearing and Speech
Impaired (TTY/TDD)
Call 1-800-343-2888
Monday through Friday, 8 a.m. to 6 p.m.
Eastern time
3. Write us a letter
Evergreen Service Company
P.O. Box 2121
Boston, MA 02106-9970
o to redeem or exchange shares
o to change the registration on your account
o for general correspondence
4. For express, registered or certified mail
Evergreen Service Company
200 Berkeley St.
Boston, MA 02116-5034
5. Visit us on-line
www.evergreen-funds.com
6. Regular communications you will receive
Account Statements -- You will receive monthly statements for
each Fund in which you invest.
Confirmation Notices -- We send a confirmation of any transaction
you make within five days of the transaction.
Annual and Semi-annual Reports -- You will receive a detailed
financial report on each Fund you invest in twice a year.
Tax Forms -- Each January you will receive any Fund tax
information you need to include with your tax returns as well as
the Evergreen Tax Information Guide.
<PAGE>
For More Information About the Evergreen Cash Management
Money Market Funds, Ask for:
The Funds' most recent Annual or Semi-annual Report, which contains a complete
financial accounting for each Fund and a complete list of the Fund's portfolio
holdings as of a specific date, as well as commentary from the Fund's portfolio
manager. This Report discusses the market conditions and investment strategies
that significantly affected the Fund's performance during the most recent fiscal
year or period.
The Statement of Additional Information (SAI), which contains more detailed
information about the policies and procedures of the Funds. The SAI has been
filed with the Securities and Exchange Commission (SEC) and its contents are
legally considered to be part of this prospectus.
For questions, other information, or to request a copy, without charge, of any
of the documents, call 1-800-847-5397 or ask your investment professional. We
will mail material within three business days. In addition, any of these
documents, with the exception of the SAI, may be downloaded off our website at
www.evergreen-funds.com.
Information about these Funds (including the SAI) is also available on the SEC's
Internet website at http://www.sec.gov. Copies of this material may be obtained,
for a duplication fee, by writing the SEC Public Reference Section, Washington,
D.C. 20549-6009, or by electronic request at the following e-mail address:
[email protected]. This material can also be reviewed and copied at the SEC's
Public Reference Room in Washington, D.C. For information about the operation of
the Public Reference Room, call the SEC at 1-202-942-8090.
Evergreen Distributor, Inc.
90 Park Avenue
New York, New York 10016
SEC File No.: 811-08405
<PAGE>
<PAGE>
EVERGREEN SELECT MONEY MARKET TRUST
PART B
STATEMENT OF ADDITIONAL INFORMATION
<PAGE>
EVERGREEN CASH MANAGEMENT MONEY MARKET FUNDS
200 Berkeley Street
Boston, Massachusetts 02116
(800) 633-2700
STATEMENT OF ADDITIONAL INFORMATION
November 15, 2000
Evergreen Cash Management Money Market Fund
("Cash Management Money Market Fund")
Evergreen Cash Management Municipal Money Market Fund
("Cash Management Municipal Fund")
Evergreen Cash Management U.S. Government Money Market Fund
("Cash Management U. S. Government Fund")
(Each a "Fund"; together, the "Funds")
Each Fund is a series of Evergreen Select Money Market Trust (the
"Trust").
This Statement of Additional Information ("SAI") pertains to all
classes of shares of the Funds listed above. It is not a prospectus but should
be read in conjunction with the prospectuses dated November 15, 2000 for the
Fund in which you are making or contemplating an investment. The Funds are
offered through six prospectuses; offering Institutional shares, Administrative
shares, Investor shares, Institutional Service shares, Participant shares and
Reserve shares of each Fund. You may obtain the prospectuses without charge
by calling (800) 343-2898 or by downloading them off our website at
www.evergreen-funds.com. The information in Part 1 of this SAI is specific
information about the Funds described in the prospectuses. The information in
Part 2 of this SAI contains more general information that may or may not apply
to the Fund or class of shares in which you are interested.
<PAGE>
TABLE OF CONTENTS
PART 1
TRUST HISTORY...............................................................1-1
INVESTMENT POLICIES.........................................................1-1
OTHER SECURITIES AND PRACTICES..............................................1-3
PRINCIPAL HOLDERS OF FUND SHARES............................................1-3
EXPENSES....................................................................1-4
SERVICE PROVIDERS...........................................................1-5
PART 2
ADDITIONAL INFORMATION ON SECURITIES
AND INVESTMENT PRACTICES...................................................2-1
PURCHASE AND REDEMPTION OF SHARES.............. ............................2-17
SALES CHARGE WAIVERS AND REDUCTIONS.........................................2-19
PRICING OF SHARES...........................................................2-22
PERFORMANCE CALCULATIONS....................................................2-23
PRINCIPAL UNDERWRITER.......................................................2-25
DISTRIBUTION EXPENSES UNDER RULE 12b-1......................................2-26
TAX INFORMATION.............................................................2-28
BROKERAGE...................................................................2-31
ORGANIZATION................................................................2-32
INVESTMENT ADVISORY AGREEMENT...............................................2-34
MANAGEMENT OF THE TRUST.....................................................2-35
CORPORATE AND MUNICIPAL BOND RATINGS........................................2-38
ADDITIONAL INFORMATION......................................................2-49
<PAGE>
PART 1
TRUST HISTORY
The Trust is an open-end management investment company, which was
organized as a Delaware business trust on September 18, 1997. Each Fund is a
diversified series of the Trust. A copy of the Declaration of Trust is on file
as an exhibit to the Trust's Registration Statement, of which this SAI is a
part.
INVESTMENT POLICIES
FUNDAMENTAL INVESTMENT RESTRICTIONS
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 (the "1940
Act"). Where necessary, an explanation beneath a fundamental policy describes
the 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.
1-1
<PAGE>
4. Borrowing
Each Fund may not borrow money, except to the extent permitted by
applicable law.
Further Explanation of Borrowing Policy:
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 a 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, a 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 a 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 a 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, a Fund may lend portfolio
securities to broker-dealers and other 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 the Fund any income accruing on the security. The
Fund may invest any collateral it receives in additional portfolio securities,
such as U.S. Treasury notes, certificates of deposit, other high-grade,
short-term obligations or interest bearing cash equivalents. Gains or losses in
the market value of a security lent will affect the Fund and its shareholders.
When 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. The Fund has the right to call
a loan and obtain the securities lent any time on notice of not more than five
business days. The Fund may pay reasonable fees in connection with such loans.
1-2
<PAGE>
9. Investments in Federally Tax-Exempt Securities
As appropriate a 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.
OTHER SECURITIES AND PRACTICES
For information regarding securities the Funds may purchase and
investment practices the Funds may use, see the following sections in Part 2 of
this SAI under "Additional Information on Securities and Investment Practices".
Information provided in the sections listed below expands upon and supplements
information provided in the Funds' prospectus. The list below applies to all
Funds unless otherwise noted.
Money Market Instruments
When-Issued, Delayed-Delivery and Forward Commitment Transactions
Repurchase Agreements
Reverse Repurchase Agreements
Securities Lending Options and Futures Strategies
Foreign Securities (applicable to Cash Management Money Market Fund only)
Illiquid and Restricted Securities
Investment in Other Investment Companies
Municipal Securities (applicable to Cash Management Municipal Fund only)
U.S. Virgin Islands, Guam and Puerto Rico (applicable to Cash Management
Municipal Fund only)
Master Demand Notes
Obligations of Foreign Branches of United States Banks (applicable to
Cash Management Money Market Fund only)
Obligations of United States Branches of Foreign Banks (applicable to Cash
Management Money Market Fund only)
Zero Coupon "Stripped" Bonds
Variable or Floating Rate Instruments
Stand-By Commitments
PRINCIPAL HOLDERS OF FUND SHARES
As of November 1, 2000, the officers and Trustees of the Trust owned
as a group less than 1% of the outstanding shares of any class of each Fund.
As of November 1, 2000, no person, to the Fund's knowledge, owned beneficially
or of record more than 5% of the Fund's outstanding shares.
1-3
<PAGE>
EXPENSES
Advisory Fees
Evergreen Investment Management ("EIM") is the investment advisor to
the Funds. (For more information, see Investment Advisory Agreements in Part 2
of this SAI.) EIM is entitled to receive from each of the Funds an annual fee
based on a percent of the Fund's average net assets, as follows:
----------------------------------------------------- --------------
Cash Management Money Market Fund 0.20%
----------------------------------------------------- --------------
----------------------------------------------------- --------------
Cash Management Municipal Fund 0.20%
----------------------------------------------------- --------------
----------------------------------------------------- --------------
Cash Management U.S. Government Fund 0.20%
----------------------------------------------------- --------------
Trustee Compensation
Listed below is the Trustee compensation paid by the Trust individually
for the fiscal period ended February 29, 2000 and by the Trust and the eleven
other trusts in the Evergreen Fund Complex for the calendar year ended December
31, 1999. The Trustees do not receive pension or retirement benefits from the
Funds. For more information, see Management of the Trust in Part 2 of this SAI.
<TABLE>
<CAPTION>
<S> <C> <C>
------------------------------------ ------------------------- -----------------------------
Total Compensation from
Trust and Fund Complex Paid
Aggregate Compensation to Trustees for the
Trustee from Trust for the calendar year ended
fiscal period ended 12/31/1999*
2/29/2000
------------------------------------ ------------------------- -----------------------------
------------------------------------ ------------------------- -----------------------------
$13,187 $75,000
Laurence B. Ashkin
------------------------------------ ------------------------- -----------------------------
------------------------------------ ------------------------- -----------------------------
$13,319 $75,000
Charles A. Austin, III
------------------------------------ ------------------------- -----------------------------
------------------------------------ ------------------------- -----------------------------
$1,270 $0
Arnold H. Dreyfuss
------------------------------------ ------------------------- -----------------------------
------------------------------------ ------------------------- -----------------------------
$13,442 $75,000
K. Dun Gifford
------------------------------------ ------------------------- -----------------------------
------------------------------------ ------------------------- -----------------------------
$16,237 $97,000
James S. Howell**
------------------------------------ ------------------------- -----------------------------
------------------------------------ ------------------------- -----------------------------
$13,425 $75,000
Leroy Keith Jr.
------------------------------------ ------------------------- -----------------------------
------------------------------------ ------------------------- -----------------------------
$13,317 $75,000
Gerald M. McDonnell
------------------------------------ ------------------------- -----------------------------
------------------------------------ ------------------------- -----------------------------
$15,226 $85,000
Thomas L. McVerry
------------------------------------ ------------------------- -----------------------------
------------------------------------ ------------------------- -----------------------------
Louis W. Moelchert, Jr. $1,270 $0
------------------------------------ ------------------------- -----------------------------
------------------------------------ ------------------------- -----------------------------
$13,425 $75,000
William Walt Pettit
------------------------------------ ------------------------- -----------------------------
------------------------------------ ------------------------- -----------------------------
$13,555 $75,000
David M. Richardson
------------------------------------ ------------------------- -----------------------------
------------------------------------ ------------------------- -----------------------------
$14,194 $77,000
Russell A. Salton, III
------------------------------------ ------------------------- -----------------------------
1-4
<PAGE>
------------------------------------ ------------------------- -----------------------------
$19,258 $102,000
Michael S. Scofield
------------------------------------ ------------------------- -----------------------------
------------------------------------ ------------------------- -----------------------------
$13,555 $75,000
Richard J. Shima
------------------------------------ ------------------------- -----------------------------
------------------------------------ ------------------------- -----------------------------
$1,270 $0
Richard K. Wagoner
------------------------------------ ------------------------- -----------------------------
</TABLE>
*Certain Trustees have elected to defer all or part of their
total compensation for the twelve months ended December 31,
1999. The amounts listed below will be payable in later years
to the respective Trustees:
Austin $11,250
Howell $77,600
McDonnell $75,000
McVerry $85,000
Pettit $75,000
Salton $77,000
Scofield $61,200
**As of January 1, 2000, James S. Howell retired and became
Trustee Emeritus.
SERVICE PROVIDERS
Administrator
Evergreen Investment Services, Inc. (EIS), 200 Berkeley Street, Boston,
Massachusetts 02106, a subsidiary of First Union Corporation, 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 at the annual rate of 0.06% of each
Fund's average daily net assets.
Transfer Agent
Evergreen Service Company (ESC), P.O. Box 2121, Boston, Massachusetts
02106-9970, a subsidiary of First Union Corporation, is the Fund's transfer
agent. ESC issues and redeems shares, pays dividends and performs other duties
in connection with the maintenance of shareholder accounts. Each Fund pays ESC
annual fees as follows:
----------------------------- -------------------- ----------------------
Annual Fee Per Annual Fee Per
Fund Type Open Account* Closed Account**
----------------------------- -------------------- ----------------------
----------------------------- -------------------- ----------------------
Monthly Dividend Funds $25.50 $9.00
----------------------------- -------------------- ----------------------
----------------------------- -------------------- ----------------------
Quarterly Dividend Funds $24.50 $9.00
----------------------------- -------------------- ----------------------
----------------------------- -------------------- ----------------------
Semiannual Dividend Funds $23.50 $9.00
----------------------------- -------------------- ----------------------
----------------------------- -------------------- ----------------------
Annual Dividend Funds $23.50 $9.00
----------------------------- -------------------- ----------------------
----------------------------- -------------------- ----------------------
Money Market Funds $25.50 $9.00
----------------------------- -------------------- ----------------------
*For shareholder accounts only. Each Fund pays ESC cost plus 15% for
broker accounts.
** Closed accounts are maintained on the system in order to facilitate
historical and tax information.
1-5
<PAGE>
Distributor
Evergreen Distributor, Inc. (EDI), 90 Park Avenue, New York, New York
10026, markets the Funds through broker-dealers and other financial
professionals.
Independent Auditors
KPMG LLP, 99 High Street, Boston, Massachusetts 02110, audits the
financial statements of the Funds.
Custodian
State Street Bank and Trust Company, 225 Franklin Street, Boston,
Massachusetts, 02110, keeps custody of each Fund's securities and cash and
performs other related duties.
Legal Counsel
Sullivan & Worcester LLP, 1025 Connecticut Avenue, N.W., Washington,
D.C. 20036 provides legal advice to the Funds.
1-6
<PAGE>
EVERGREEN FUNDS
Statement of Additional Information ("SAI")
PART 2
ADDITIONAL INFORMATION ON SECURITIES
AND INVESTMENT PRACTICES
The prospectus describes the Fund's investment objective and the
securities in which it primarily invests. The following describes other
securities the Fund may purchase and investment strategies it may use. Some of
the information below will not apply to the Fund or the Class in which you are
interested. See the list under Other Securities and Practices in Part 1 of this
SAI to determine which of the sections below are applicable.
Money Market Instruments
The Fund may invest up to 100% of its assets in high quality money
market instruments, such as notes, certificates of deposit, commercial paper,
banker's acceptances, bank deposits or U.S. government securities if, in the
opinion of the investment advisor, market conditions warrant a temporary
defensive investment strategy.
U.S. Government Securities
The Fund may invest in securities issued or guaranteed by U.S.
Government agencies or instrumentalities.
These securities are backed by (1) the discretionary authority of the
U.S. Government to purchase certain obligations of agencies or instrumentalities
or (2) the credit of the agency or instrumentality issuing the obligations.
Some government agencies and instrumentalities may not receive finan-
cial 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 Student Loan
Marketing Association.
Securities Issued by the Government National Mortgage Association ("GNMA"). The
Fund 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.
2-1
<PAGE>
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.
When-Issued, Delayed-Delivery and Forward Commitment Transactions
The Fund may purchase securities on a when-issued or delayed delivery
basis and may purchase or sell securities on a forward commitment basis.
Settlement of such transactions normally occurs within a month or more after the
purchase or sale commitment is made.
The Fund 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, the 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.
Upon making a commitment to purchase a security on a when-issued,
delayed delivery or forward commitment basis the 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 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 the 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.
2-2
<PAGE>
Repurchase Agreements
The Fund 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 the 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.
The Fund's custodian or a third party will take possession of the
securities subject to repurchase agreements, and these securities will be marked
to market daily. To the extent that the original seller does not repurchase the
securities from the Fund, the Fund could receive less than the repurchase price
on any sale of such securities. In the event that such a defaulting seller filed
for bankruptcy or became insolvent, disposition of such securities by the Fund
might be delayed pending court action. The Fund'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 Fund 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 Fund may also enter into reverse repurchase
agreements. These transactions are similar to borrowing cash. In a reverse
repurchase agreement, the 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 the 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 the
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.
Dollar Roll Transactions
The Fund may enter into dollar rolls in which the Fund sells securities
and simultaneously contracts to repurchase substantially similar securities on a
specified future date. In the case of dollar rolls involving mortgage-related
securities, the mortgage-related securities that are purchased typically will be
of the same type and will have the same or similar interest rate and maturity as
those sold, but will be supported by different pools of mortgages. The Fund
forgoes principal and interest paid during the roll period on the securities
sold in a dollar roll, but it is compensated by the difference between the
current sales price and the price for the future purchase as well as by any
interest earned on the proceeds of the securities sold. The Fund could also be
compensated through receipt of fee income.
2-3
<PAGE>
Dollar rolls may be viewed as a borrowing by the Fund, secured by the security
which is the subject of the agreement. In addition to the general risks involved
in leveraging, dollar rolls are subject to the same risks as repurchase and
reverse repurchase agreements.
Securities Lending
The Fund may lend portfolio securities to brokers, dealers and other
financial institutions to earn additional income for the Fund. These
transactions must be fully collateralized at all times with cash or short-term
debt obligations, but involve some risk to the Fund if the other party should
default on its obligation and the Fund is delayed or prevented from exercising
its rights in respect of the collateral. Any investment of collateral by the
Fund would be made in accordance with the Fund's investment objective and
policies described in the prospectus.
Convertible Securities
The Fund may invest in convertible securities. Convertible securities
include fixed-income securities that may be exchanged or converted into a
predetermined number of shares of the issuer's underlying common stock at the
option of the holder during a specified period. Convertible securities may take
the form of convertible preferred stock, convertible bonds or debentures, bonds
with warrants attached or bonds with a combination of the features of several of
these securities. The investment characteristics of each convertible security
vary widely, which allow convertible securities to be employed for a variety of
investment strategies.
The Fund will exchange or convert convertible securities into shares of
underlying common stock when, in the opinion of its investment advisor, the
investment characteristics of the underlying common shares will assist the Fund
in achieving its investment objective. The Fund may also elect to hold or trade
convertible securities. In selecting convertible securities, the investment
advisor evaluates the investment characteristics of the convertible security as
a fixed-income instrument, and the investment potential of the underlying equity
security for capital appreciation. In evaluating these matters with respect to a
particular convertible security, the investment advisor considers numerous
factors, including the economic and political outlook, the value of the security
relative to other investment alternatives, trends in the determinants of the
issuer's profits, and the issuer's management capability and practices.
Preferred Stocks
The Fund may purchase preferred stock. Preferred stock, unlike common
stock, has a stated dividend rate payable from the corporation's earnings.
Preferred stock dividends may be cumulative or non-cumulative, participating, or
auction rate. "Cumulative" dividend provisions require all or a portion of prior
unpaid dividends to be paid.
If interest rates rise, the fixed dividend on preferred stocks may be
less attractive, causing the price of preferred stocks to decline. Preferred
stock may have mandatory sinking fund provisions, as well as call/redemption
provisions prior to maturity, which can be a negative feature when interest
rates decline. Preferred stock also generally has a preference over common stock
on the distribution of a corporation's assets in the event of liquidation of the
corporation. Preferred stock may be "participating" stock, which means that it
may be entitled to a dividend exceeding the stated dividend in certain cases.
The rights of preferred stock on distribution of a corporation's assets in the
event of a liquidation are generally subordinate to the rights associated with a
corporation's debt securities.
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Warrants
The Fund may invest in warrants. Warrants are options to purchase
common stock at a specific price (usually at a premium above the market value of
the optioned common stock at issuance) valid for a specific period of time.
Warrants may have a life ranging from less than one year to twenty years, or
they may be perpetual. However, most warrants have expiration dates after which
they are worthless. In addition, a warrant is worthless if the market price of
the common stock does not exceed the warrant's exercise price during the life of
the warrant. Warrants have no voting rights, pay no dividends, and have no
rights with respect to the assets of the corporation issuing them. The
percentage increase or decrease in the market price of the warrant may tend to
be greater than the percentage increase or decrease in the market price of the
optioned common stock.
Swaps, Caps, Floors and Collars
The Fund may enter into interest rate, currency and index swaps and the
purchase or sale of related caps, floors and collars. The Fund expects to enter
into these transactions primarily to preserve a return or spread on a particular
investment or portion of its portfolio, to protect against currency
fluctuations, as a duration management technique or to protect against any
increase in the price of securities the Fund anticipates purchasing at a later
date. The Fund would use these transactions as hedges and not as speculative
investments and would not sell interest rate caps or floors where it does not
own securities or other instruments providing the income stream the Fund may be
obligated to pay. Interest rate swaps involve the exchange by the Fund with
another party of their respective commitments to pay or receive interest, e.g.,
an exchange of floating rate payments for fixed rate payments with respect to a
notional amount of principal. A currency swap is an agreement to exchange cash
flows on a notional amount of two or more currencies based on the relative value
differential among them and an index swap is an agreement to swap cash flows on
a notional amount based on changes in the values of the reference indices. The
purchase of a cap entitles the purchaser to receive payments on a notional
principal amount from the party selling such cap to the extent that a specified
index exceeds a predetermined interest rate or amount. The purchase of a floor
entitles the purchaser to receive payments on a notional principal amount from
the party selling such floor to the extent that a specified index falls below a
predetermined interest rate or amount. A collar is a combination of a cap and a
floor that preserves a certain return within a predetermined range of interest
rates or values.
The Fund will usually enter into swaps on a net basis, i.e., the two
payment streams are netted out in a cash settlement on the payment date or dates
specified in the instrument, with the Fund receiving or paying, as the case may
be, only the net amount of the two payments. The Fund will not enter into any
swap, cap, floor or collar transaction unless, at the time of entering into such
transaction, the unsecured long-term debt of the counterparty, combined with any
credit enhancements, is rated at least A by Standard & Poor's Ratings Services
("S&P") or Moody's Investors Service, Inc. ("Moody's") or has an equivalent
rating from another nationally recognized securities rating organization or is
determined to be of equivalent credit quality by the Fund's investment advisor.
If there is a default by the counterparty, the Fund may have contractual
remedies pursuant to the agreements related to the transaction. As a result, the
swap market has become relatively liquid. Caps, floors and collars are more
recent innovations for which standardized documentation has not yet been fully
developed and, accordingly, they are less liquid than swaps.
Indexed Securities
The Fund may invest in indexed securities, the values of which are
linked to currencies, interest rates, commodities, indices or other financial
indicators ("reference instruments"). Most indexed securities have maturities of
three years or less.
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Indexed securities differ from other types of debt securities in which
the Fund may invest in several respects. First, the interest rate or, unlike
other debt securities, the principal amount payable at maturity of an indexed
security may vary based on changes in one or more specified reference
instruments, such as an interest rate compared with a fixed interest rate or the
currency exchange rates between two currencies (neither of which need be the
currency in which the instrument is denominated). The reference instrument need
not be related to the terms of the indexed security. For example, the principal
amount of a U.S. dollar denominated indexed security may vary based on the
exchange rate of two foreign currencies. An indexed security may be positively
or negatively indexed; that is, its value may increase or decrease if the value
of the reference instrument increases. Further, the change in the principal
amount payable or the interest rate of an indexed security may be a multiple of
the percentage change (positive or negative) in the value of the underlying
reference instrument(s).
Investment in indexed securities involves certain risks. In addition to
the credit risk of the security's issuer and the normal risks of price changes
in response to changes in interest rates, the principal amount of indexed
securities may decrease as a result of changes in the value of reference
instruments. Further, in the case of certain indexed securities in which the
interest rate is linked to a reference instrument, the interest rate may be
reduced to zero, and any further declines in the value of the security may then
reduce the principal amount payable on maturity. Finally, indexed securities may
be more volatile than the reference instruments underlying indexed securities.
To reduce the effect of currency fluctuations on the value of existing
or anticipated holdings of portfolio securities, the Fund may also engage in
proxy hedging. Proxy hedging is often used when the currency to which the Fund
is exposed is difficult to hedge or to hedge against the dollar. Proxy hedging
entails entering into a forward contract to sell a currency whose changes in
value are generally considered to be linked to a currency or currencies in which
some or all of the Fund's securities are or are expected to be denominated, and
to buy U.S. dollars. The amount of the contract would not exceed the value of
the Fund's securities denominated in linked currencies. For example, if the
Fund's investment advisor considers that the Austrian schilling is linked to the
German deutschemark (the "D-mark"), the Fund holds securities denominated in
schillings and the investment advisor believes that the value of schillings will
decline against the U.S. dollar, the investment advisor may enter into a
contract to sell D-marks and buy dollars.
Options and Futures Strategies
The Fund may at times seek to hedge against either a decline in the
value of its portfolio securities or an increase in the price of securities
which the investment advisor plans to purchase through the writing and purchase
of options and the purchase or sale of futures contracts and related options.
Expenses and losses incurred as a result of such hedging strategies will reduce
the Fund's current return.
The ability of the Fund to engage in the options and futures strategies
described below will depend on the availability of liquid markets in such
instruments. It is impossible to predict the amount of trading interest that may
exist in various types of options or futures. Therefore, no assurance can be
given that the Fund will be able to utilize these instruments effectively for
the purposes stated below.
Writing Covered Options on Securities. The Fund may write covered call options
and covered put options on optionable securities of the types in which it is
permitted to invest from time to time as the investment advisor determines is
appropriate in seeking to attain the Fund's investment objective. Call options
written by the Fund give the holder the right to buy the underlying security
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from the Fund at a stated exercise price; put options give the holder the right
to sell the underlying security to the Fund at a stated price.
The Fund may only write call options on a covered basis or for
cross-hedging purposes and will only write covered put options. A put option
would be considered "covered" if the Fund owns an option to sell the underlying
security subject to the option having an exercise price equal to or greater than
the exercise price of the "covered" option at all times while the put option is
outstanding. A call option is covered if the Fund owns or has the right to
acquire the underlying securities subject to the call option (or comparable
securities satisfying the cover requirements of securities exchanges) at all
times during the option period. A call option is for cross-hedging purposes if
it is not covered, but is designed to provide a hedge against another security
which the Fund owns or has the right to acquire. In the case of a call written
for cross-hedging purposes or a put option, the Fund will maintain in a
segregated account at the Fund's custodian bank cash or short-term U.S.
government securities with a value equal to or greater than the Fund's
obligation under the option. The Fund may also write combinations of covered
puts and covered calls on the same underlying security.
The Fund will receive a premium from writing an option, which increases
the Fund's return in the event the option expires unexercised or is terminated
at a profit. The amount of the premium will reflect, among other things, the
relationship of the market price of the underlying security to the exercise
price of the option, the term of the option, and the volatility of the market
price of the underlying security. By writing a call option, the Fund will limit
its opportunity to profit from any increase in the market value of the
underlying security above the exercise price of the option. By writing a put
option, the Fund will assume the risk that it may be required to purchase the
underlying security for an exercise price higher than its then current market
price, resulting in a potential capital loss if the purchase price exceeds
market price plus the amount of the premium received.
The Fund may terminate an option which it has written prior to its
expiration, by entering into a closing purchase transaction in which it
purchases an option having the same terms as the option written. The Fund will
realize a profit (or loss) from such transaction if the cost of such transaction
is less (or more) than the premium received from the writing of the option.
Because increases in the market price of a call option will generally reflect
increases in the market price of the underlying security, any loss resulting
from the repurchase of a call option may be offset in whole or in part by
unrealized appreciation of the underlying security owned by the Fund.
Purchasing Put and Call Options on Securities. The Fund may purchase put options
to protect its portfolio holdings in an underlying security against a decline in
market value. This protection is provided during the life of the put option
since the Fund, as holder of the put, is able to sell the underlying security at
the exercise price regardless of any decline in the underlying security's market
price. For the purchase of a put option to be profitable, the market price of
the underlying security must decline sufficiently below the exercise price to
cover the premium and transaction costs. By using put options in this manner,
any profit which the Fund might otherwise have realized on the underlying
security will be reduced by the premium paid for the put option and by
transaction costs.
The Fund may also purchase a call option to hedge against an increase
in price of a security that it intends to purchase. This protection is provided
during the life of the call option since the Fund, as holder of the call, is
able to buy the underlying security at the exercise price regardless of any
increase in the underlying security's market price. For the purchase of a call
option to be profitable, the market price of the underlying security must rise
sufficiently above the exercise price to cover the premium and transaction
costs. By using call options in this manner, any profit which the Fund might
have realized had it bought the underlying security at the time it purchased the
call option will be reduced by the premium paid for the call option and by
transaction costs.
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<PAGE>
The Fund may enter into financial futures contracts and write options
on such contracts. The Fund intends to enter into such contracts and related
options for hedging purposes. The Fund will enter into futures on securities or
index-based futures contracts in order to hedge against changes in interest or
exchange rates or securities prices. A futures contract on securities is an
agreement to buy or sell securities at a specified price during a designated
month. A futures contract on a securities index does not involve the actual
delivery of securities, but merely requires the payment of a cash settlement
based on changes in the securities index. The Fund does not make payment or
deliver securities upon entering into a futures contract. Instead, it puts down
a margin deposit, which is adjusted to reflect changes in the value of the
contract and which continues until the contract is terminated.
The Fund may sell or purchase futures contracts. When a futures
contract is sold by the Fund, the value of the contract will tend to rise when
the value of the underlying securities declines and to fall when the value of
such securities increases. Thus, the Fund sells futures contracts in order to
offset a possible decline in the value of its securities. If a futures contract
is purchased by the Fund, the value of the contract will tend to rise when the
value of the underlying securities increases and to fall when the value of such
securities declines. The Fund intends to purchase futures contracts in order to
establish what is believed by the investment advisor to be a favorable price or
rate of return for securities the Fund intends to purchase.
The Fund also intends to purchase put and call options on futures
contracts for hedging purposes. A put option purchased by the Fund would give it
the right to assume a position as the seller of a futures contract. A call
option purchased by the Fund would give it the right to assume a position as the
purchaser of a futures contract. The purchase of an option on a futures contract
requires the Fund to pay a premium. In exchange for the premium, the Fund
becomes entitled to exercise the benefits, if any, provided by the futures
contract, but is not required to take any action under the contract. If the
option cannot be exercised profitably before it expires, the Fund's loss will be
limited to the amount of the premium and any transaction costs.
The Fund may enter into closing purchase and sale transactions in order
to terminate a futures contract and may sell put and call options for the
purpose of closing out its options positions. The Fund's ability to enter into
closing transactions depends on the development and maintenance of a liquid
secondary market. There is no assurance that a liquid secondary market will
exist for any particular contract or at any particular time. As a result, there
can be no assurance that the Fund will be able to enter into an offsetting
transaction with respect to a particular contract at a particular time. If the
Fund is not able to enter into an offsetting transaction, the Fund will continue
to be required to maintain the margin deposits on the contract and to complete
the contract according to its terms, in which case it would continue to bear
market risk on the transaction.
Although futures and options transactions are intended to enable the
Fund to manage market, interest rate or exchange rate risk, unanticipated
changes in interest rates or market prices could result in poorer performance
than if it had not entered into these transactions. Even if the investment
advisor correctly predicts interest rate movements, a hedge could be
unsuccessful if changes in the value of the Fund's futures position did not
correspond to changes in the value of its investments. This lack of correlation
between the Fund's futures and securities positions may be caused by differences
between the futures and securities markets or by differences between the
securities underlying the Fund's futures position and the securities held by or
to be purchased for the Fund. The Fund's investment advisor will attempt to
minimize these risks through careful selection and monitoring of the Fund's
futures and options positions.
The Fund does not intend to use futures transactions for speculation or
leverage. The Fund has the ability to write options on futures, but currently
intends to write such options only to close out options purchased by the Fund.
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<PAGE>
The Fund will not change these policies without supplementing the information in
the prospectus and SAI.
"Margin" in Futures Transactions. Unlike the purchase or sale of a security, the
Fund does not pay or receive money upon the purchase or sale of a futures
contract. Rather the Fund is required to deposit an amount of "initial margin"
in cash or U.S. Treasury bills with its custodian (or the broker, if legally
permitted). The nature of initial margin in futures transactions is different
from that of margin in securities transactions in that futures contract initial
margin does not involve the borrowing of funds by the Fund to finance the
transactions. Initial margin is in the nature of a performance bond or good
faith deposit on the contract which is returned to the Fund upon termination of
the futures contract, assuming all contractual obligations have been satisfied.
A futures contract held by the Fund is valued daily at the official
settlement price of the exchange on which it is traded. Each day the Fund pays
or receives cash, called "variation margin," equal to the daily change in value
of the futures contract. This process is known as "marking to market". Variation
margin does not represent a borrowing or loan by the Fund but is instead
settlement between the Fund and the broker of the amount one would owe the other
if the futures contract expired. In computing its daily net asset value the Fund
will mark-to-market its open futures positions. The Fund is also required to
deposit and maintain margin when it writes call options on futures contracts.
Limitations. The Fund will not purchase or sell futures contracts or options on
futures contracts if, as a result, the sum of the initial margin deposits on its
existing futures contracts and related options positions and premiums paid for
options on futures contracts would exceed 5% of the net assets of the Fund
unless the transaction meets certain "bona fide hedging" criteria. The Fund will
not maintain open positions in futures contracts it has sold or call options it
has written on futures contracts if, in the aggregate, the value of the open
positions (marked to market) exceeds the current market value of its securities
portfolio plus or minus the unrealized gain or loss on those open positions,
adjusted for the correlation of volatility between the hedged securities and the
futures contracts. If this limitation is exceeded at any time, the Fund will
take prompt action to close out a sufficient number of open contracts to bring
its open futures and options positions within this limitation.
Risks of Options and Futures Strategies. The effective use of options and
futures strategies depends, among other things, on the Fund's ability to
terminate options and futures positions at times when the investment advisor
deems it desirable to do so. Although the Fund will not enter into an option or
futures position unless the investment advisor believes that a liquid market
exists for such option or future, there can be no assurance that the Fund will
be able to effect closing transactions at any particular time or at an
acceptable price. The investment advisor generally expects that options and
futures transactions for the Fund will be conducted on recognized exchanges. In
certain instances, however, the Fund may purchase and sell options in the
over-the-counter market. The staff of the Securities and Exchange Commission
(SEC) considers over-the-counter options to be illiquid. The Fund's ability to
terminate option positions established in the over-the-counter market may be
more limited than in the case of exchange traded options and may also involve
the risk that securities dealers participating in such transactions would fail
to meet their obligations to the Fund.
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<PAGE>
The use of options and futures involves the risk of imperfect
correlation between movements in options and futures prices and movements in the
price of the securities that are the subject of the hedge. The successful use of
these strategies also depends on the ability of the Fund's investment advisor to
forecast correctly interest rate movements and general stock market price
movements. The risk increases as the composition of the securities held by the
Fund diverges from the composition of the relevant option or futures contract.
Foreign Securities
The Fund may invest in foreign securities or U.S. securities traded in
foreign markets. In addition to securities issued by foreign companies,
permissible investments may also consist of obligations of foreign branches of
U.S. banks and of foreign banks, including European certificates of deposit,
European time deposits, Canadian time deposits and Yankee certificates of
deposit. The Fund may also invest in Canadian commercial paper and Europaper.
These instruments may subject the Fund to investment risks that differ in some
respects from those related to investments in obligations of U.S. issuers. Such
risks include the possibility of adverse political and economic developments;
imposition of withholding taxes on interest or other income; seizure,
nationalization, or expropriation of foreign deposits; establishment of exchange
controls or taxation at the source; greater fluctuations in value due to changes
in exchange rates, or the adoption of other foreign governmental restrictions
which might adversely affect the payment of principal and interest on such
obligations. Such investments may also entail higher custodial fees and sales
commissions than domestic investments. Foreign issuers of securities or
obligations are often subject to accounting treatment and engage in business
practices different from those respecting domestic issuers of similar securities
or obligations. Foreign branches of U.S. banks and foreign banks may be subject
to less stringent reserve requirements than those applicable to domestic
branches of U.S. banks.
The Fund may also invest in the stocks of companies located in emerging
markets. These countries generally have economic structures that are less
diverse and mature, and political systems that are less stable than those of
developed countries. Emerging markets may be more volatile than the markets of
more mature economies, and the securities of companies located in emerging
markets are often subject to rapid and large price fluctuations; however, these
markets may also provide higher long-term rates of return.
Foreign Currency Transactions
As one way of managing exchange rate risk, the Fund may enter into
forward currency exchange contracts (agreements to purchase or sell currencies
at a specified price and date). The exchange rate for the transaction (the
amount of currency the Fund will deliver and receive when the contract is
completed) is fixed when the Fund enters into the contract. The Fund usually
will enter into these contracts to stabilize the U.S. dollar value of a security
it has agreed to buy or sell. The Fund intends to use these contracts to hedge
the U.S. dollar value of a security it already owns, particularly if the Fund
expects a decrease in the value of the currency in which the foreign security is
denominated. Although the Fund will attempt to benefit from using forward
contracts, the success of its hedging strategy will depend on the investment
advisor's ability to predict accurately the future exchange rates between
foreign currencies and the U.S. dollar. The value of the Fund's investments
denominated in foreign currencies will depend on the relative strengths of those
currencies and the U.S. dollar, and the Fund may be affected favorably or
unfavorably by changes in the exchange rates or exchange control regulations
between foreign currencies and the U.S. dollar. Changes in foreign currency
exchange rates also may affect the value of dividends and interest earned, gains
and losses realized on the sale of securities and net investment income and
gains, if any, to be distributed to shareholders by the Fund. The Fund may also
purchase and sell options related to foreign currencies in connection with
hedging strategies.
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Premium Securities
The Fund may at times invest in premium securities which are securities
bearing coupon rates higher than prevailing market rates. Such "premium"
securities are typically purchased at prices greater than the principal amount
payable on maturity. Although the Fund generally amortizes the amount of any
such premium into income, the Fund may recognize a capital loss if such premium
securities are called or sold prior to maturity and the call or sale price is
less than the purchase price. Additionally, the Fund may recognize a capital
loss if it holds such securities to maturity.
High Yield, High Risk Bonds
The Fund may invest a portion of its assets in lower rated bonds. Bonds
rated below BBB by S&P or Fitch IBCA, Inc. ("Fitch") or below Baa by Moody's,
commonly known as "junk bonds," offer high yields, but also high risk. While
investment in junk bonds provides opportunities to maximize return over time,
they are considered predominantly speculative with respect to the ability of the
issuer to meet principal and interest payments.
Investors should be aware of the following risks:
(1) The lower ratings of junk bonds reflect a greater possibility that
adverse changes in the financial condition of the issuer or in general economic
conditions, or both, or an unanticipated rise in interest rates may impair the
ability of the issuer to make payments of interest and principal, especially if
the issuer is highly leveraged. Such issuer's ability to meet its debt
obligations may also be adversely affected by the issuer's inability to meet
specific forecasts or the unavailability of additional financing. Also, an
economic downturn or an increase in interest rates may increase the potential
for default by the issuers of these securities.
(2) The value of junk bonds may be more susceptible to real or
perceived adverse economic or political events than is the case for higher
quality bonds.
(3) The value of junk bonds, like those of other fixed income
securities, fluctuates in response to changes in interest rates, generally
rising when interest rates decline and falling when interest rates rise. For
example, if interest rates increase after a fixed income security is purchased,
the security, if sold prior to maturity, may return less than its cost. The
prices of junk bonds, however, are generally less sensitive to interest rate
changes than the prices of higher-rated bonds, but are more sensitive to news
about an issuer or the economy which is, or investors perceive as, negative.
(4) The secondary market for junk bonds may be less liquid at certain
times than the secondary market for higher quality bonds, which may adversely
effect (a) the bond's market price, (b) the Fund's ability to sell the bond, and
(c) the Fund's ability to obtain accurate market quotations for purposes of
valuing its assets.
For bond ratings descriptions, see "Corporate and Municipal Bond
Ratings" below.
Illiquid and Restricted Securities
The Fund may not invest more than 15% (10% for money market funds) of
its net assets in securities that are illiquid. A security is illiquid when the
Fund cannot dispose of it in the ordinary course of business within seven days
at approximately the value at which the Fund has the investment on its books.
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The 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
trade 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 the
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
The Fund may purchase the shares of other investment companies to the
extent permitted under the 1940 Act. Currently, the Fund may not (1) own more
than 3% of the outstanding voting stocks of another investment company, (2)
invest more than 5% of its assets in any single investment company, and (3)
invest more than 10% of its assets in investment companies. However, the Fund
may invest all of its investable assets in securities of a single open-end
management investment company with substantially the same fundamental investment
objectives, policies and limitations as the Fund. Investing in other investment
companies may expose a Fund to duplicate expenses and lower its value.
Short Sales
A short sale is the sale of a security the Fund has borrowed. The Fund
expects to profit from a short sale by selling the borrowed security for more
than the cost of buying it to repay the lender. After a short sale is completed,
the value of the security sold short may rise. If that happens, the cost of
buying it to repay the lender may exceed the amount originally received for the
sale by the Fund.
The Fund may engage in short sales, but it 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. The Fund may effect a short sale in connection with an
underwriting in which the Fund is a participant.
Municipal Securities
The Fund may invest in municipal bonds of any state, territory or
possession of the United States ("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 may 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.
2-12
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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.
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 S&P, Moody's and Fitch. Such
ratings, however, are opinions, not absolute standards of quality. Municipal
bonds with the same maturity, interest rates 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. Virgin Islands, Guam and Puerto Rico
The Fund may invest in obligations of the governments of the U.S.
Virgin Islands, Guam and Puerto Rico to the extent such obligations are exempt
from the income or intangibles taxes, as applicable, of the state for which the
Fund is named. The Fund does not presently intend to invest more than (a) 10% of
its net assets in the obligations of each of the U.S. 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 U.S. Virgin Islands, Guam and Puerto Rico affecting the
issuers of such obligations.
Master Demand Notes
The Fund may invest in master demand notes. These are unsecured
obligations that permit the investment of fluctuating amounts by the Fund at
varying rates of interest pursuant to direct arrangements between the Fund, as
lender, and the issuer, as borrower. Master demand notes may permit daily
fluctuations in the interest rate and daily changes in the amounts borrowed. The
Fund has the right to increase the amount under the note at any time up to the
full amount provided by the note agreement, or to decrease the amount. The
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borrower may repay up to the full amount of the note without penalty. Master
demand notes permit the Fund to demand payment of principal and accrued interest
at any time (on not more than seven days' notice). Notes acquired by the Fund
may have maturities of more than one year, provided that (1) the Fund is
entitled to payment of principal and accrued interest upon not more than seven
days' notice, and (2) the rate of interest on such notes is adjusted
automatically at periodic intervals, which normally will not exceed 31 days, but
may extend up to one year. The notes are deemed to have a maturity equal to the
longer of the period remaining to the next interest rate adjustment or the
demand notice period. Because these types of notes are direct lending
arrangements between the lender and borrower, such instruments are not normally
traded and there is no secondary market for these notes, although they are
redeemable and thus repayable by the borrower at face value plus accrued
interest at any time. Accordingly, the Fund's right to redeem is dependent on
the ability of the borrower to pay principal and interest on demand. In
connection with master demand note arrangements, the Fund`s investment advisor
considers, under standards established by the Board of Trustees, earning power,
cash flow and other liquidity ratios of the borrower and will monitor the
ability of the borrower to pay principal and interest on demand. These notes are
not typically rated by credit rating agencies. Unless rated, the Fund may invest
in them only if at the time of an investment the issuer meets the criteria
established for high quality commercial paper, i.e., rated A-1 by S&P, Prime-1
by Moody's or F-1 by Fitch.
Brady Bonds
The Fund may also invest in Brady Bonds. Brady Bonds are created
through the exchange of existing commercial bank loans to foreign entities for
new obligations in connection with debt restructurings under a plan introduced
by former U.S. Secretary of the Treasury, Nicholas F. Brady (the "Brady Plan").
Brady Bonds have been issued only recently, and, accordingly, do not have a long
payment history. They may be collateralized or uncollateralized and issued in
various currencies (although most are U.S. dollar-denominated) and they are
actively traded in the over-the-counter secondary market.
U.S. dollar-denominated, collateralized Brady Bonds, which may be
fixed-rate par bonds or floating rate discount bonds, are generally
collateralized in full as to principal due at maturity by U.S. Treasury zero
coupon obligations that have the same maturity as the Brady Bonds. Interest
payments on these Brady Bonds generally are collateralized by cash or securities
in an amount that, in the case of fixed rate bonds, is equal to at least one
year of rolling interest payments based on the applicable interest rate at that
time and is adjusted at regular intervals thereafter. Certain Brady Bonds are
entitled to "value recovery payments" in certain circumstances, which in effect
constitute supplemental interest payments, but generally are not collateralized.
Brady Bonds are often viewed as having up to four valuation components: (1)
collateralized repayment of principal at final maturity, (2) collateralized
interest payments, (3) uncollateralized interest payments, and (4) any
uncollateralized repayment of principal at maturity (these uncollateralized
amounts constitute the "residual risk"). In the event of a default with respect
to collateralized Brady Bonds as a result of which the payment obligations of
the issuer are accelerated, the U.S. Treasury zero coupon obligations held as
collateral for the payment of principal will not be distributed to investors,
nor will such obligations be sold and the proceeds distributed. The collateral
will be held by the collateral agent to the scheduled maturity of the defaulted
Brady Bonds, which will continue to be outstanding, at which time the face
amount of the collateral will equal the principal payments that would have then
been due on the Brady Bonds in the normal course. In addition, in light of the
residual risk of Brady Bonds and, among other factors, the history of defaults
with respect to commercial bank loans by public and private entities of
countries issuing Brady Bonds, investments in Brady Bonds are to be viewed as
speculative.
Obligations of Foreign Branches of United States Banks
The Fund may invest in obligations of foreign branches of U.S. banks.
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These may be general obligations of the parent bank in addition to the issuing
branch, or may be limited by the terms of a specific obligation and by
government regulation. Payment of interest and principal upon these obligations
may also be affected by governmental action in the country of domicile of the
branch (generally referred to as sovereign risk). In addition, evidences of
ownership of such securities may be held outside the U.S. and the Fund may be
subject to the risks associated with the holding of such property overseas.
Examples of governmental actions would be the imposition of currency controls,
interest limitations, withholding taxes, seizure of assets or the declaration of
a moratorium. Various provisions of federal law governing domestic branches do
not apply to foreign branches of domestic banks.
Obligations of United States Branches of Foreign Banks
The Fund may invest in obligations of U.S. branches of foreign banks.
These may be general obligations of the parent bank in addition to the issuing
branch, or may be limited by the terms of a specific obligation and by federal
and state regulation as well as by governmental action in the country in which
the foreign bank has its head office. In addition, there may be less publicly
available information about a U.S. branch of a foreign bank than about a
domestic bank.
Payment-in-kind Securities
The Fund may invest in payment-in-kind ("PIK") securities. PIKs pay
interest in either cash or additional securities, at the issuer's option, for a
specified period. The issuer's option to pay in additional securities typically
ranges from one to six years, compared to an average maturity for all PIK
securities of eleven years. Call protection and sinking fund features are
comparable to those offered on traditional debt issues.
PIKs, like zero coupon bonds, are designed to give an issuer
flexibility in managing cash flow. Several PIKs are senior debt. In other cases,
where PIKs are subordinated, most senior lenders view them as equity
equivalents.
An advantage of PIKs for the issuer -- as with zero coupon securities
-- is that interest payments are automatically compounded (reinvested) at the
stated coupon rate, which is not the case with cash-paying securities. However,
PIKs are gaining popularity over zeros since interest payments in additional
securities can be monetized and are more tangible than accretion of a discount.
As a group, PIK bonds trade flat (i.e., without accrued interest).
Their price is expected to reflect an amount representing accreted interest
since the last payment. PIKs generally trade at higher yields than comparable
cash-paying securities of the same issuer. Their premium yield is the result of
the lesser desirability of non-cash interest, the more limited audience for
non-cash paying securities, and the fact that many PIKs have been issued to
equity investors who do not normally own or hold such securities.
Calculating the true yield on a PIK security requires a discounted cash
flow analysis if the security (ex interest) is trading at a premium or a
discount because the realizable value of additional payments is equal to the
current market value of the underlying security, not par.
Regardless of whether PIK securities are senior or deeply subordinated,
issuers are highly motivated to retire them because they are usually their most
costly form of capital.
Zero Coupon "Stripped" Bonds
The Fund may invest in zero coupon "stripped" bonds. These represent
ownership in serially maturing interest payments or principal payments on
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specific underlying notes and bonds, including coupons relating to such notes
and bonds. The interest and principal payments are direct obligations of the
issuer. Interest zero coupon bonds of any series mature periodically from the
date of issue of such series through the maturity date of the securities related
to such series. Principal zero coupon bonds mature on the date specified
therein, which is the final maturity date of the related securities. Each zero
coupon bond entitles the holder to receive a single payment at maturity. There
are no periodic interest payments on a zero coupon bond. Zero coupon bonds are
offered at discounts from their face amounts.
In general, owners of zero coupon bonds have substantially all the
rights and privileges of owners of the underlying coupon obligations or
principal obligations. Owners of zero coupon bonds have the right upon default
on the underlying coupon obligations or principal obligations to proceed
directly and individually against the issuer and are not required to act in
concert with other holders of zero coupon bonds.
For federal income tax purposes, a purchaser of principal zero coupon
bonds or interest zero coupon bonds (either initially or in the secondary
market) is treated as if the buyer had purchased a corporate obligation issued
on the purchase date with an original issue discount equal to the excess of the
amount payable at maturity over the purchase price. The purchaser is required to
take into income each year as ordinary income an allocable portion of such
discounts determined on a "constant yield" method. Any such income increases the
holder's tax basis for the zero coupon bond, and any gain or loss on a sale of
the zero coupon bonds relative to the holder's basis, as so adjusted, is a
capital gain or loss. If the holder owns both principal zero coupon bonds and
interest zero coupon bonds representing an interest in the same underlying issue
of securities, a special basis allocation rule (requiring the aggregate basis to
be allocated among the items sold and retained based on their relative fair
market value at the time of sale) may apply to determine the gain or loss on a
sale of any such zero coupon bonds.
Mortgage-Backed or Asset-Backed Securities
The Fund may invest in mortgage-backed securities and asset-backed
securities. Two principal types of mortgage-backed securities are collateralized
mortgage obligations ("CMOs") and real estate mortgage investment conduits
("REMICs"). CMOs are securities collateralized by mortgages, mortgage
pass-throughs, mortgage pay-through bonds (bonds representing an interest in a
pool of mortgages where the cash flow generated from the mortgage collateral
pool is dedicated to bond repayment), and mortgage-backed bonds (general
obligations of the issuers payable out of the issuers' general funds and
additionally secured by a first lien on a pool of single family detached
properties). Many CMOs are issued with a number of classes or series which have
different maturities and are retired in sequence.
Investors purchasing CMOs in the shortest maturities receive or are
credited with their pro rata portion of the scheduled payments of interest and
principal on the underlying mortgages plus all unscheduled prepayments of
principal up to a predetermined portion of the total CMO obligation. Until that
portion of such CMO obligation is repaid, investors in the longer maturities
receive interest only. Accordingly, the CMOs in the longer maturity series are
less likely than other mortgage pass-throughs to be prepaid prior to their
stated maturity. Although some of the mortgages underlying CMOs may be supported
by various types of insurance, and some CMOs may be backed by GNMA certificates
or other mortgage pass-throughs issued or guaranteed by U.S. government agencies
or instrumentalities, the CMOs themselves are not generally guaranteed.
REMICs, which were authorized under the Tax Reform Act of 1986, are
private entities formed for the purpose of holding a fixed pool of mortgages
secured by an interest in real property. REMICs are similar to CMOs in that they
issue multiple classes of securities.
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In addition to mortgage-backed securities, the Fund may invest in
securities secured by other assets including company receivables, truck and auto
loans, leases, and credit card receivables. These issues may be traded
over-the-counter and typically have a short-intermediate maturity structure
depending on the pay down characteristics of the underlying financial assets
which are passed through to the security holder.
Credit card receivables are generally unsecured and the debtors are
entitled to the protection of a number of state and federal consumer credit
laws, many of which give such debtors the right to set off certain amounts owed
on the credit cards, thereby reducing the balance due. Most issuers of
asset-backed securities backed by automobile receivables permit the servicers of
such receivables to retain possession of the underlying obligations. If the
servicers were to sell these obligations to another party, there is a risk that
the purchaser would acquire an interest superior to that of the holders of the
related asset-backed securities. In addition, because of the large number of
vehicles involved in a typical issuance and technical requirements under state
laws, the trustee for the holders of related asset-backed securities backed by
automobile receivables may not have a proper security interest in all of the
obligations backing such receivables. Therefore, there is the possibility that
recoveries on repossessed collateral may not, in some cases, be available to
support payments on these securities.
In general, issues of asset-backed securities are structured to include
additional collateral and/or additional credit support to protect against the
risk that a portion of the collateral supporting the asset-backed securities may
default and/or may suffer from these defects. In evaluating the strength of
particular issues of asset-backed securities, the investment advisor considers
the financial strength of the guarantor or other provider of credit support, the
type and extent of credit enhancement provided as well as the documentation and
structure of the issue itself and the credit support.
Variable or Floating Rate Instruments
The Fund may invest in variable or floating rate instruments which may
involve a demand feature and may include variable amount master demand notes
which may or may not be backed by bank letters of credit. Variable or floating
rate instruments bear interest at a rate which varies with changes in market
rates. The holder of an instrument with a demand feature may tender the
instrument back to the issuer at par prior to maturity. A variable amount master
demand note is issued pursuant to a written agreement between the issuer and the
holder, its amount may be increased by the holder or decreased by the holder or
issuer, it is payable on demand, and the rate of interest varies based upon an
agreed formula. The quality of the underlying credit must, in the opinion of the
investment advisor, be equivalent to the long-term bond or commercial paper
ratings applicable to permitted investments for the Fund. The investment advisor
will monitor, on an ongoing basis, the earning power, cash flow, and liquidity
ratios of the issuers of such instruments and will similarly monitor the ability
of an issuer of a demand instrument to pay principal and interest on demand.
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Real Estate Investment Trusts
The Fund may invest in investments related to real estate including
real estate investment trusts ("REITs"). Risks associated with investments in
securities of companies in the real estate industry include: decline in the
value of real estate; risks related to general and local economic conditions,
overbuilding and increased competition; increases in property taxes and
operating expenses; changes in zoning laws; casualty or condemnation losses;
variations in rental income; changes in neighborhood values; the appeal of
properties to tenants; and increases in interest rates. In addition, equity
REITs may be affected by changes in the values of the underlying property owned
by the trusts, while mortgage real estate investment trusts may be affected by
the quality of credit extended. REITs are dependent upon management skills, may
not be diversified and are subject to the risks of financing projects. Such
REITs are also subject to heavy cash flow dependency, defaults by borrowers,
self liquidation and the possibility of failing to qualify for tax-free
pass-through of income under the Internal Revenue Code of 1986, as amended (the
"Code") and to maintain exemption from the 1940 Act. In the event an issuer of
debt securities collateralized by real estate defaults, it is conceivable that
the REITs could end up holding the underlying real estate.
Limited Partnerships
The Fund may invest in limited and master limited partnerships. A
limited partnership is a partnership consisting of one or more general partners,
jointly and severally responsible as ordinary partners, and by whom the business
is conducted, and one or more limited partners who contribute cash as capital to
the partnership and who generally are not liable for the debts of the
partnership beyond the amounts contributed. Limited partners are not involved in
the day-to-day management of the partnership. They receive income, capital gains
and other tax benefits associated with the partnership project in accordance
with terms established in the partnership agreement. Typical limited
partnerships are in real estate, oil and gas and equipment leasing, but they
also finance movies, research and development, and other projects.
For an organization classified as a partnership under the Code, each
item of income, gain, loss, deduction, and credit is not taxed at the
partnership level but flows through to the holder of the partnership unit. This
allows the partnership to avoid double taxation and to pass through income to
the holder of the partnership unit at lower individual rates.
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A master limited partnership is a publicly traded limited partnership.
The partnership units are registered with the SEC and are freely exchanged on a
securities exchange or in the over-the-counter market.
PURCHASE AND REDEMPTION OF SHARES
You may buy shares of the Fund through Evergreen Distributor, Inc.
("EDI"), broker-dealers that have entered into special agreements with EDI or
certain other financial institutions. With certain exceptions, the Fund may
offer up to six different classes of shares that differ primarily with respect
to sales charges and distribution fees. Depending upon the class of shares, you
will pay an initial sales charge when you buy the Fund's shares, a contingent
deferred sales charge (a "CDSC") when you redeem the Fund's shares or no sales
charges at all. Each Fund offers different classes of shares. Refer to the
prospectus to determine which classes of shares are offered by each Fund.
Class A Shares
With certain exceptions, when you purchase Class A shares you will pay
a maximum sales charge of 4.75%. The prospectus contains a complete table of
applicable sales charges and a discussion of sales charge reductions or waivers
that may apply to purchases. If you purchase Class A shares in the amount of $1
million or more, without an initial sales charge, the Fund will charge a CDSC of
1.00% if you redeem during the month of your purchase or the 12-month period
following the month of your purchase (see "Contingent Deferred Sales Charge"
below).
No front-end sales charges are imposed on Class A shares purchased by
(a) institutional investors, which may include bank trust departments and
registered investment advisors; (b) investment advisors, consultants or
financial planners who place trades for their own accounts or the accounts of
their clients and who charge such clients a management, consulting, advisory or
other fee; (c) clients of investment advisors or financial planners who place
trades for their own accounts if the accounts are linked to the master account
of such investment advisors or financial planners on the books of the
broker-dealer through whom shares are purchased; (d) institutional clients of
broker-dealers, including retirement and deferred compensation plans and the
trusts used to fund these plans, which place trades through an omnibus account
maintained with the Fund by the broker-dealer; (e) shareholders of record on
October 12, 1990 in any series of Evergreen Investment Trust in existence on
that date, and the members of their immediate families; and (f) current and
retired employees of First Union National Bank ("FUNB") and its affiliates, EDI
and any broker-dealer with whom EDI has entered into an agreement to sell shares
of the Fund, and members of the immediate families of such employees; and (g)
upon the initial purchase of an Evergreen Fund by investors reinvesting the
proceeds from a redemption within the preceding 30 days of shares of other
mutual funds, provided such shares were initially purchased with a front-end
sales charge or subject to a CDSC. These provisions are generally intended to
provide additional job-related incentives to persons who serve the Fund or work
for companies associated with the Fund and selected dealers and agents of the
Fund. Since these persons are in a position to have a basic understanding of the
nature of an investment company as well as a general familiarity with the Fund,
sales to these persons, as compared to sales in the normal channels of
distribution, require substantially less sales effort. Similarly, these
provisions extend the privilege of purchasing shares at net asset value (NAV) to
certain classes of institutional investors who, because of their investment
sophistication, can be expected to require significantly less than normal sales
effort on the part of the Fund and EDI. In addition, the provisions allow the
Fund to be competitive in the mutual fund industry, where similar allowances are
common.
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Class B Shares
The Fund offers Class B shares at NAV without an initial sales charge.
With certain exceptions, however, the Fund will charge a CDSC on shares you
redeem within 72 months after the month of your purchase, in accordance with the
following schedule:
REDEMPTION TIME CDSC RATE
Month of purchase and the first 12-month
period following the month of purchase...................... 5.00%
Second 12-month period following the month of purchase...... 4.00%
Third 12-month period following the month of purchase....... 3.00%
Fourth 12-month period following the month of purchase...... 3.00%
Fifth 12-month period following the month of purchase....... 2.00%
Sixth 12-month period following the month of purchase....... 1.00%
Thereafter.................................................. 0.00%
Class B shares that have been outstanding for seven years after the
month of purchase will automatically convert to Class A shares without
imposition of a front-end sales charge or exchange fee. Conversion of Class B
shares represented by stock certificates will require the return of the stock
certificate to ESC.
Class C Shares
Class C shares are available only through broker-dealers who have
entered into special distribution agreements with EDI. The Fund offers Class C
shares at NAV without an initial sales charge. With certain exceptions, however,
the Fund will charge a CDSC on shares you redeem within 24 months after the
month of your purchase, in accordance with the following schedule:
REDEMPTION TIME CDSC RATE
Month of purchase and the first 12-month
period following the month of purchase...................... 2.00%
Second 12-month period following the month of purchase...... 1.00%
Thereafter.................................................. 0.00%
See "Contingent Deferred Sales Charge" below.
Class C shares purchased through an omnibus account with Merrill Lynch
will be charged a 1.00% CDSC if redeemed within 12 months after the month of
purchase. Redemptions made thereafter will not be charged a CDSC.
Class Y Shares
No CDSC is imposed on the redemption of Class Y shares. Class Y shares
are not offered to the general public and are available only to (1) persons who
at or prior to December 31, 1994 owned Class Y shares of an Evergreen Fund
2) certain institutional investors and (3) investment advisory clients of an
investment advisor of an Evergreen Fund or the advisor's affiliates. Class Y
shares are offered at NAV without a front-end or back-end sales charge and do
not bear any Rule 12b-1 distribution expenses.
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Class S Shares
Class S shares of the Evergreen Money Market Funds are offered at NAV
without an initial or deferred sales charge through certain broker-dealers and
financial institutions who have entered into selling agreements with EDI.
Investors should refer to their broker-dealer or financial institution as
appropriate for instructions and further information.
Administrative Shares, Institutional Shares, Institutional Service Shares,
Investor Shares, Reserve Shares, Participant Shares
Each institutional class of shares is sold without a front-end sales
charge or deferred sales charge. Each class other than Institutional shares
pay an ongoing service fee. The minimum initial investment in any institutional
class of shares is $1 million, which may be waived in certain circumstances.
There is no minimum amount required for subsequent purchases.
Contingent Deferred Sales Charge
The Fund charges a CDSC as reimbursement for certain expenses, such as
commissions or shareholder servicing fees, that it has incurred in connection
with the sale of its shares (see "Distribution Expenses Under Rule 12b-1,"
below). Institutional, Administrative, Investor, Institutional Service,
Participant and Reserve shares do not charge a CDSC. If imposed, the Fund
deducts the CDSC from the redemption proceeds you would otherwise receive.
The CDSC is a percentage of the lesser of (1) the net asset value of the shares
at the time of redemption or (2) the shareholder's original net cost for such
shares. Upon request for redemption, to keep the CDSC a shareholder must pay as
low as possible, the Fund will first seek to redeem shares not subject to
the CDSC and/or shares held the longest, in that order. The CDSC on any
redemption is, to the extent permitted by the National Association of Securities
Dealers, Inc., paid to EDI or its predecessor.
SALES CHARGE WAIVERS AND REDUCTIONS
If you are making a large purchase, there are several ways you can
combine multiple purchases of Class A shares in Evergreen Funds and take
advantage of lower sales charges. These are described below.
Combined Purchases
You may reduce your initial sales charge if you purchase Class A shares
in multiple Evergreen Funds at the same time. The combined dollar amount
invested will determine the initial sales charge applied to all your current
purchases. For example, if you invested $75,000 in each of two different
Evergreen Funds, you would pay a sales charge based on a $150,000 purchase
(i.e., 3.75% of the offering price, rather than 4.75%).
Rights of Accumulation
You may add the value of all of your existing Evergreen Fund
investments in all share classes, excluding Evergreen money market funds, to
determine the initial sales charge to be applied to your current Class A
purchase.
Your account, and therefore your rights of accumulation, can be linked
to immediate family members which includes father and mother, brothers and
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sisters, and sons and daughters. The same rule applies with respect to
individual retirement plans. Please note, however, that retirement plans
involving employees stand alone and do not pass on rights of accumulation.
Letter of Intent
You may reduce the sales charge on a current purchase if you agree to
invest at least $50,000 in Class A shares of an Evergreen Fund over a 13-month
period. You will pay the same sales charge as if you had invested the full
amount all at one time. The Fund will hold a certain portion of your investment
in escrow until your commitment is met.
Waiver of Initial Sales Charges
The Fund may sell its shares at net asset value without an initial
sales charge to:
1. purchasers of shares in the amount of $1 million or more;
2. a corporate or certain other qualified retirement plan or a
non-qualified deferred compensation plan or a Title 1
tax-sheltered annuity or TSA plan sponsored by an organization
having 100 or more eligible employees (a "Qualifying Plan") or
a TSA plan sponsored by a public educational entity having
5,000 or more eligible employees (an "Educational TSA Plan");
3. institutional investors, which may include bank trust
departments and registered investment advisors;
4. investment advisors, consultants or financial planners who
place trades for their own accounts or the accounts of their
clients and who charge such clients a management, consulting,
advisory or other fee;
5. clients of investment advisors or financial planners who
place trades for their own accounts if the accounts are linked
to a master account of such investment advisors or financial
planners on the books of the broker-dealer through whom shares
are purchased;
6. institutional clients of broker-dealers, including
retirement and deferred compensation plans and the trusts used
to fund these plans, which place trades through an omnibus
account maintained with the Fund by the broker-dealer;
7. employees of FUNB, its affiliates, EDI, any broker-dealer
with whom EDI has entered into an agreement to sell shares of
the Fund, and members of the immediate families of such
employees;
8. certain Directors, Trustees, officers and employees of the
Evergreen Funds, EDI or their affiliates and to the immediate
families of such persons; or
9. a bank or trust company acting as trustee for a single
account in the name of such bank or trust company if the
initial investment in any of the Evergreen Funds made pursuant
to this waiver is at least $500,000 and any commission paid at
the time of such purchase is not more than 1% of the amount
invested.
With respect to items 8 and 9 above, the Fund will only sell shares to
these parties upon the purchasers written assurance that the purchase is for
their personal investment purposes only. Such purchasers may not resell the
securities except through redemption by the Fund. The Fund will not charge any
CDSC on redemptions by such purchasers.
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Waiver of CDSCs
The Fund does not impose a CDSC when the shares you are redeeming
represent:
1. an increase in the share value above the net cost of such
shares;
2. certain shares for which the Fund did not pay a commission
on issuance, including shares acquired through reinvestment of
dividend income and capital gains distributions;
3. shares that are in the accounts of a shareholder who has
died or become disabled;
4. a lump-sum distribution from a 401(k) plan or other benefit
plan qualified under the Employee Retirement Income Security
Act of 1974 ("ERISA");
5. an automatic withdrawal from the ERISA plan of a shareho-
lder who is at least 59 1/2 years old;
6. shares in an account that we have closed because the
account has an aggregate net asset value of less than $1,000;
7. an automatic withdrawal under a Systematic Income Plan of
up to 1.0% per month of your initial account balance;
8. a withdrawal consisting of loan proceeds to a retirement
plan participant;
9. a financial hardship withdrawal made by a retirement plan
participant;
10. a withdrawal consisting of returns of excess contributions
or excess deferral amounts made to a retirement plan; or
11. a redemption by an individual participant in a Qualifying
Plan that purchased Class C shares (this waiver is not
available in the event a Qualifying Plan, as a whole, redeems
substantially all of its assets).
Exchanges
Investors may exchange shares of the Fund for shares of the same class
of any other Evergreen Fund which offers the same class of shares. Shares of any
class of the Evergreen Select Funds may be exchanged for the same class of
shares of any other Evergreen Select Fund. See "By Exchange" under "How to Buy
Shares" in the 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.
Automatic Reinvestment
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 reinvest 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. When a check is returned, the Fund will hold the check amount in a
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no-interest account in the shareholder's name until the shareholder updates his
or her address or automatic reinvestment begins. Uncashed or returned redemption
checks will also be handled in the manner described above.
PRICING OF SHARES
Calculation of Net Asset Value
The Fund calculates its net asset value once daily (or twice daily,
for certain money market funds) on Monday through Friday, as described in the
prospectus. The Fund will not compute its NAV on the days the New York Stock
Exchange is closed: 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 the Fund is calculated by dividing the value of the Fund's
net assets attributable to that class by all of the shares issued for that
class.
Valuation of Portfolio Securities
Current values for the Fund's portfolio securities are determined as
follows:
(1) Securities that are traded on an established securities
exchange or the over-the-counter National Market System
("NMS") are valued on the basis of the last sales price on the
exchange where primarily traded or on the NMS prior to the
time of the valuation, provided that a sale has occurred.
(2) Securities traded on an established securities exchange or
in the over-the-counter market for which there has been no
sale and other securities traded in the over-the-counter
market are valued at the mean of the bid and asked prices at
the time of valuation.
(3) Short-term investments maturing in more than 60 days, for
which market quotations are readily available, are valued at
current market value.
(4) Short-term investments maturing in sixty days or less are
valued at amortized cost, which approximates market.
(5) Securities, including restricted securities, for which
market quotations are not readily available; listed securities
or those on NMS if, in the investment advisor's opinion, the
last sales price does not reflect an accurate current market
value; and other assets are valued at prices deemed in good
faith to be fair under procedures established by the Board of
Trustees.
(6) Municipal bonds are valued by an independent pricing
service at fair value using a variety of factors which may
include yield, liquidity, interest rate risk, credit quality,
coupon, maturity and type of issue.
Foreign securities are generally valued on the basis of valuations provided by a
pricing service, approved by the Trust's Board of Trustees, which uses
information with respect to transactions in such securities, quotations from
broker-dealers, market transactions in comparable securities, and various
relationships between securities and yield to maturity in determining value.
2-24
<PAGE>
PERFORMANCE CALCULATIONS
Total Return
Total return quotations for a class of shares of the Fund as they may
appear from time to time in advertisements are calculated by finding the average
annual compounded rates of return over one, five and ten year periods, or the
time periods for which such class of shares has been effective, whichever is
relevant, on a hypothetical $1,000 investment that would equate the initial
amount invested in the class to the ending redeemable value. To the initial
investment all dividends and distributions are added, and all recurring fees
charged to all shareholder accounts are deducted. The ending redeemable value
assumes a complete redemption at the end of the relevant periods.
The following is the formula used to calculate average annual total
return:
[OBJECT OMITTED]
P = initial payment of $1,000
T = average annual total return
N = number of years
ERV = ending redeemable value of the initial $1,000
Yield
Described below are yield calculations the Fund may use. Yield
quotations are expressed in annualized terms and may be quoted on a compounded
basis. Yields based on these calculations do not represent the Fund's yield for
any future period.
30-Day Yield
If the Fund invests primarily in bonds, it may quote its 30-day yield
in advertisements or in reports or other communications to shareholders. It is
calculated by dividing the net investment income per share earned during the
period by the maximum offering price per share on the last day of the period,
according to the following formula:
[OBJECT OMITTED] [OBJECT OMITTED]
Where:
a = Dividends and interest earned during the period
b = Expenses accrued for the period (net of reimbursements)
c = The average daily number of shares outstanding during the period
that were entitled to receive dividends
d = The maximum offering price per share on the last day of the period
7-Day Current and Effective Yield
If the Fund invests primarily in money market instruments, it may quote
its 7-day current yield or effective yield in advertisements or in reports or
other communications to shareholders.
The current yield is calculated by determining the net change,
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excluding capital changes and income other than investment income, in the value
of a hypothetical, pre-existing account having a balance of one share at the
beginning of the 7-day base period, subtracting a hypothetical charge reflecting
deductions from shareholder accounts, and dividing the difference by the value
of the account at the beginning of the base period to obtain the base period
return, and then multiplying the base period return by (365/7).
The effective yield is based on a compounding of the current yield,
according to the following formula:
[OBJECT OMITTED]
Tax Equivalent Yield
If the Fund invests primarily in municipal securities, it may quote in
advertisements or in reports or other communications to shareholders a tax
equivalent yield, which is what an investor would generally need to earn from a
fully taxable investment in order to realize, after income taxes, a benefit
equal to the tax free yield provided by the Fund. Tax equivalent yield is
calculated using the following formula:
[OBJECT OMITTED]
The quotient is then added to that portion, if any, of the Fund's yield
that is not tax exempt. Depending on the Fund's objective, the income tax rate
used in the formula above may be federal or a combination of federal and state.
PRINCIPAL UNDERWRITER
EDI is the principal underwriter for the Trust and with respect to each
class of shares of the Fund. The Trust has entered into a Principal Underwriting
Agreement ("Underwriting Agreement") with EDI with respect to each class of the
Fund. EDI is a subsidiary of The BISYS Group, Inc.
EDI, as agent, has agreed to use its best efforts to find purchasers
for the shares. EDI 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 EDI 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 EDI 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 Fund and the Fund reserves the right, in
its sole discretion, to reject any order received. Under the Underwriting
Agreement, the Fund is not liable to anyone for failure to accept any order.
EDI has agreed that it will, in all respects, duly conform with all
state and federal laws applicable to the sale of the shares. EDI 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
2-26
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the part of EDI or any other person for whose acts EDI 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 Trustees who are not interested persons of the Fund, as
defined in the 1940 Act (the "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 EDI's judgment, it could benefit the sales of
shares, EDI may provide to selected broker-dealers promotional materials and
selling aids, including, but not limited to, personal computers, related
software, and data files.
DISTRIBUTION EXPENSES UNDER RULE 12b-1
The Fund bears some of the costs of selling its Class A, Class B, Class
C, Class S, Administrative, Institutional Service, Investor, Reserve, and
Participant shares ("Share Classes"), as applicable, including certain
advertising, marketing and shareholder service expenses, pursuant to Rule
12b-1 of the 1940 Act. These 12b-1 fees are indirectly paid by the shareholder,
as shown by the Fund's expense table in the prospectus. The 12b-1 fees are
composed of distribution fees and service fees which are described further
below.
Under Distribution Plans (each a "Plan" together, the "Plans") that the
Fund has adopted for its Share Classes, the Fund may incur expenses for 12b-1
fees up to a maximum annual percentage of the average daily net assets
attributable to a class, as described below. Amounts paid under the Plans are
used to compensate EDI pursuant to Distribution Agreements (each an "Agreement,"
together, the "Agreements") that the Fund has entered into with respect to its
Share Classes, as applicable.
<TABLE>
<CAPTION>
<S> <C> <C>
--------------------------- ------------------------------- -----------------------------
Current Maximum Current Contractual 12b-1
Class 12b-1 Fees Allowed Under the Fees Paid to EDI under the
Plans Agreements*
--------------------------- ------------------------------- -----------------------------
--------------------------- ------------------------------- -----------------------------
A 0.75% 0.30%
--------------------------- ------------------------------- -----------------------------
--------------------------- ------------------------------- -----------------------------
B 1.00% 1.00%
--------------------------- ------------------------------- -----------------------------
--------------------------- ------------------------------- -----------------------------
C 1.00% 1.00%
--------------------------- ------------------------------- -----------------------------
--------------------------- ------------------------------- -----------------------------
S 0.75% 0.60%
--------------------------- ------------------------------- -----------------------------
--------------------------- ------------------------------- -----------------------------
Administrative 0.75% 0.05%
--------------------------- ------------------------------- -----------------------------
--------------------------- ------------------------------- -----------------------------
Institutional Service 0.75% 0.25%
--------------------------- ------------------------------- -----------------------------
--------------------------- ------------------------------- -----------------------------
Investor 0.75% 0.10%
--------------------------- ------------------------------- -----------------------------
--------------------------- ------------------------------- -----------------------------
Reserve 0.75% 0.65%
--------------------------- ------------------------------- -----------------------------
--------------------------- ------------------------------- -----------------------------
Participant 0.75% 0.50%
--------------------------- ------------------------------- -----------------------------
</TABLE>
*May be lower for certain Funds. See the expense table in the prospectus
of the Fund in which you are interested.
Of the amounts above, each share class may pay under its Plan a maximum
service fee of 0.25%, to compensate organizations, which may include the Fund's
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<PAGE>
investment advisor or its affiliates, for personal services provided to
shareholders and the maintenance of shareholder accounts. The Fund may not,
during any fiscal period, pay 12b-1 fees greater than the amounts described in
the chart above under "Current Maximum 12b-1 Fees Allowed Under the Plans." The
Trustees may, however, increase the fees allowed under the Plans.
The Agreements provide that EDI will use the distribution fees received
from the Fund for the following purposes:
(1) to compensate broker-dealers or other persons for distributing
Fund shares;
(2) to compensate broker-dealers, depository institutions and
other financial intermediaries for providing administrative,
accounting and other services with respect to the Fund's
shareholders; and
(3) to otherwise promote the sale of Fund shares.
The Agreements also provide that EDI may use distribution fees to make
interest and principal payments in respect of amounts that have been financed to
pay broker-dealers or other persons for distributing Fund shares. EDI may assign
its rights to receive compensation under the Plans to secure such financings.
FUNB or its affiliates may finance payments made by EDI to compensate
broker-dealers or other persons for distributing shares of the Fund.
In the event the Fund acquires the assets of another mutual fund,
compensation paid to EDI under the Agreements may be paid by EDI to the acquired
fund's distributor or its predecessor.
Since EDI's compensation under the Agreements is not directly tied to
the expenses incurred by EDI, the compensation received by it under the
Agreements during any fiscal year may be more or less than its actual expenses
and may result in a profit to EDI. Distribution expenses incurred by EDI in one
fiscal year that exceed the compensation paid to EDI for that year may be paid
from distribution fees received from the Fund in subsequent fiscal years.
Distribution fees are accrued daily and paid at least annually and are
charged as class expenses, as accrued. Distribution fees are designed to permit
an investor to purchase certain Share Classes through broker-dealers without
the assessment of a front-end sales charge, while at the same time permitting
EDI to compensate broker-dealers in connection with the sale of such shares.
Service fees are accrued daily and paid at least annually and are
charged as class expenses, as accrued.
Under the Plans, the Treasurer of the Trust reports the amounts
expended under the Plans and the purposes for which such expenditures were made
to the Trustees of the Trust for their review on a quarterly basis. Also, each
Plan provides that the selection and nomination of the Independent Trustees are
committed to the discretion of such Independent Trustees then in office.
The investment advisor may from time to time from its own funds or such
other resources as may be permitted by rules of the SEC make payments for
distribution services to EDI; the latter may in turn pay part or all of such
compensation to brokers or other persons for their distribution assistance.
Each Plan and the Agreement will continue in effect for successive
12-month periods provided, however, that such continuance is specifically
approved at least annually by the Trustees of the Trust or by vote of the
holders of a majority of the outstanding voting securities of that class and, in
either case, by a majority of the Independent Trustees of the Trust.
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<PAGE>
The Plans permit the payment of fees to brokers and others for
distribution and shareholder-related administrative services and to
broker-dealers, depository institutions, financial intermediaries and
administrators for administrative services as to the Share Classes. The Plans
are designed to (i) stimulate brokers to provide distribution and administrative
support services to the Fund and holders of the Share Classes and (ii) stimulate
administrators to render administrative support services to the Fund and holders
of the Share Classes. The administrative services are provided by a
representative who has knowledge of the shareholder's particular circumstances
and goals, and include, but are not limited to providing office space,
equipment, telephone facilities, and various personnel including clerical,
supervisory, and computer, as necessary or beneficial to establish and maintain
shareholder accounts and records; processing purchase and redemption
transactions and automatic investments of client account cash balances;
answering routine client inquiries regarding Share Classes; assisting clients in
changing dividend options, account designations, and addresses; and providing
such other services as the Fund reasonably requests for its Share Classes.
In the event that the Plan or Distribution Agreement is terminated or
not continued with respect to one or more classes of the Fund, (i) no
distribution fees (other than current amounts accrued but not yet paid) would be
owed by the Fund to EDI with respect to that class or classes, and (ii) the Fund
would not be obligated to pay EDI for any amounts expended under the
Distribution Agreement not previously recovered by EDI from distribution
services fees in respect of shares of such class or classes through deferred
sales charges.
All material amendments to any Plan or Agreement must be approved by a
vote of the Trustees of the Trust or the holders of the Fund's outstanding
voting securities, voting separately by class, and in either case, by a majority
of the Independent Trustees, cast in person at a meeting called for the purpose
of voting on such approval; and any Plan or Distribution Agreement may not be
amended in order to increase materially the costs that a particular class of
shares of the Fund may bear pursuant to the Plan or Distribution Agreement
without the approval of a majority of the holders of the outstanding voting
shares of the class affected. Any Plan or Distribution Agreement may be
terminated (i) by the Fund without penalty at any time by a majority vote of the
holders of the outstanding voting securities of the Fund, voting separately by
class or by a majority vote of the Independent Trustees, or (ii) by EDI. To
terminate any Distribution Agreement, any party must give the other parties 60
days' written notice; to terminate a Plan only, the Fund need give no notice to
EDI. Any Distribution Agreement will terminate automatically in the event of its
assignment. For more information about 12b-1 fees, see "Expenses" in the
prospectus and "12b-1 Fees" under "Expenses" in Part 1 of this SAI.
TAX INFORMATION
Requirements for Qualifications as a Regulated Investment Company
The Fund intends to qualify for and elect the tax treatment applicable
to regulated investment companies ("RIC") under Subchapter M of the Code, as
amended. (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, the 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 the Fund's total
2-29
<PAGE>
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 the
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 regulated investment companies). By so qualifying, the Fund
is not subject to federal income tax if it timely distributes its investment
company taxable income and any net realized capital gains. A 4% nondeductible
excise tax will be imposed on the Fund to the extent it does not meet certain
distribution requirements by the end of each calendar year. The Fund anticipates
meeting such distribution requirements.
Taxes on Distributions
Unless the Fund is a municipal bond or municipal money market fund,
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 the 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 taxable investment income plus net
realized short-term capital gains, if any). The Fund will include dividends it
receives from domestic corporations when the Fund calculates its gross
investment income. Unless the Fund is a municipal bond or municipal money market
fund or U.S. Treasury or U.S. Government money market fund, it anticipates that
all or a portion of the ordinary dividends which it pays will qualify for the
70% dividends-received deduction for corporations. The Fund will inform
shareholders of the amounts that so qualify. If the Fund is a municipal bond or
municipal money market fund or U.S. Treasury or U.S. Government money market
fund, none of its income will consist of corporate dividends; therefore, none of
its distributions will qualify for the 70% dividends-received deduction for
corporations.
From time to time, the Fund will distribute the excess of its net
long-term capital gains over its short-term capital loss to shareholders (i.e.,
capital gain dividends). For federal tax purposes, shareholders must include
such capital gain dividends when calculating their net long-term capital gains.
Capital gain dividends are taxable as net long-term capital gains to a
shareholder, no matter how long the shareholder has held the shares.
Distributions by the Fund reduce its NAV. A distribution that reduces
the Fund's NAV below a shareholder's cost basis is taxable as described above,
although from an investment standpoint, it is a return of capital. In
particular, if a shareholder buys Fund shares just before the Fund makes a
distribution, when the Fund makes the distribution the shareholder will receive
what is in effect a return of capital. Nevertheless, the shareholder may incur
taxes on the distribution. Therefore, shareholders should carefully consider the
tax consequences of buying Fund shares just before a distribution.
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 a tax advisor to determine the state and local tax implications
of Fund distributions.
If more than 50% of the value of the Fund's total assets at the end of
a fiscal year is represented by securities of foreign corporations and the Fund
elects to make foreign tax credits available to its shareholders, a shareholder
will be required to include in his gross income both cash dividends and the
amount the Fund advises him is his pro rata portion of income taxes withheld by
foreign governments from interest and dividends paid on the Fund's investments.
2-30
<PAGE>
The shareholder may be entitled, however, to take the amount of such foreign
taxes withheld as a credit against his U.S. income tax, or to treat the foreign
tax withheld as an itemized deduction from his gross income, if that should be
to his advantage. In substance, this policy enables the shareholder to benefit
from the same foreign tax credit or deduction that he would have received if he
had been the individual owner of foreign securities and had paid foreign income
tax on the income therefrom. As in the case of individuals receiving income
directly from foreign sources, the credit or deduction is subject to a number of
limitations.
Special Tax Information for Shareholders of Municipal Bond or Municipal Money
Market Funds
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" (as defined
by the Code, as amended.) of a facility financed with an issue of tax-exempt
obligations or a "related person" to such a user should consult his tax advisor
concerning his 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").
Interest on indebtedness incurred or continued by shareholders to
purchase or carry shares of the 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.
Taxes on The Sale or Exchange of Fund Shares
Upon a sale or exchange of Fund shares, a shareholder will 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 12
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
2-31
<PAGE>
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 the 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.
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 compa-
nies, 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 the 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 the
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.
BROKERAGE
Brokerage Commissions
If the Fund invests in equity securities, it expects to buy and sell
them 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. Where transactions are made in the
over-the-counter market, the Fund will deal with primary market makers unless
more favorable prices are otherwise obtainable.
If the Fund invests in fixed income securities, it expects to buy and
sell them directly from the issuer or an underwriter or market maker for the
securities. Generally, the Fund will not pay brokerage commissions for such
purchases. When the 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 the Fund
executes transactions in the over-the-counter market, it will deal with primary
market makers unless more favorable prices are otherwise obtainable.
Masters Fund may incur higher brokerage costs than would be the case if
a single investment advisor or sub-advisor were managing the entire portfolio.
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<PAGE>
Selection of Brokers
When buying and selling portfolio securities, the advisor seeks brokers
who can provide the most benefit to the Fund. When selecting a broker, the
investment advisor will primarily 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.
The 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 the investment advisor do
not replace, but supplement, the services the investment advisor is required to
deliver to the Fund. It is impracticable for the 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, the investment advisor
may also consider the amount of Fund shares a broker has sold, subject to the
other requirements described above.
If the Fund is advised by Evergreen Asset Management Corp. (EAMC),
Lieber & Company, and First Union Securities, Inc., affiliates of EAMC and
members of the New York and American Stock Exchanges, may, effect portfolio
transactions on those exchanges for the Fund.
Simultaneous Transactions
The investment advisor makes investment decisions for the 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 the investment advisor to engage in a simultaneous transaction, that is, buy
or sell the same security for more than one client. The 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 Fund, but the ideal price or trading volume may not
always be achieved for the Fund.
ORGANIZATION
The following is qualified in its entirety by reference to the Trust's
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
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<PAGE>
the Fund represents an equal proportionate interest with each other share of
that series and/or class. Upon liquidation, shares are entitled to a pro rata
share of the Trust based on the relative net assets of each series and/or class.
Shareholders have no preemptive or conversion rights. Shares are redeemable and
transferable.
Voting Rights
Under the terms of the Declaration of Trust, the Trust is not required
to hold annual meetings. At meetings called for the initial election of Trustees
or to consider other matters, each share is entitled to one vote for each dollar
of "NAV" applicable to such share. Shares generally vote together as one class
on all matters. Classes of shares of the Fund have equal voting rights. No
amendment may be made to the Declaration of Trust that adversely affects any
class of shares without the approval of a majority of the 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 (for such reasons as electing or removing Trustees, changing fundamental
policies, and approving advisory agreements or 12b-1 plans), 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.
Code of Ethics
The Trust and its various advisors have each adopted a code of ethics
pursuant to the requirements of Rule 17j-1 of the 1940 Act ("Code of Ethics").
Each of these Codes of Ethics permits Fund personnel to invest in securities for
their own accounts and is on file with, and available from, the SEC.
INVESTMENT ADVISORY AGREEMENT
On behalf of the Fund, the Trust has entered into an investment
advisory agreement with the Fund's investment advisor (the "Advisory
Agreement"). Under the Advisory Agreement, and subject to the supervision of the
Trust's Board of Trustees, the investment advisor furnishes to the Fund (unless
the Fund is Evergreen Masters Fund) investment advisory, management and
administrative services, office facilities, and equipment in connection with its
services for managing the investment and reinvestment of the Fund's assets. The
investment advisor pays for all of the expenses incurred in connection with the
provision of its services.
If the Fund is Evergreen Masters Fund, the Advisory Agreement is
similar to the above except that the investment advisor selects sub-advisors
(hereinafter referred to as "Managers") for the Fund and monitors each Manager's
2-34
<PAGE>
investment program and results. The investment advisor has primary
responsibility under the multi-manager strategy to oversee the Managers,
including making recommendations to the Trust regarding the hiring, termination
and replacement of Managers.
The 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; (5) brokerage commissions, brokers'
fees and expenses; (6) issue and transfer taxes; (7) applicable costs and
expenses under the Distribution Plan (as described above) (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 the 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 on matters relating to the 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 the Fund. For information on
advisory fees paid by the Fund, see "Expenses" in Part 1 of this SAI.
The Advisory Agreement continues in effect for two years from its
effective date and, thereafter, from year to year only if approved at least
annually by the Board of Trustees of the Trust or by a vote of a majority of the
Fund's outstanding shares. 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 Agreement may be terminated, without
penalty, on 60 days' written notice by the Trust's Board of Trustees or by a
vote of a majority of outstanding shares. The Advisory Agreement will terminate
automatically upon its "assignment" as that term is defined in the 1940 Act.
Managers (Evergreen Masters Fund only)
Evergreen Masters Fund's investment program is based upon the
investment advisor's multi-manager concept. The investment advisor allocates the
Fund's portfolio assets on an equal basis among a number of investment
management organizations - currently four in number - each of which employs a
different investment style, and periodically rebalances the Fund's portfolio
among the Managers so as to maintain an approximate equal allocation of the
portfolio among them throughout all market cycles. Each Manager provides these
services under a Portfolio Management Agreement. Each Manager has discretion,
subject to oversight by the Trustees and the investment advisor, to purchase and
sell portfolio assets consistent with the Fund's investment objectives, policies
and restrictions and specific investment strategies developed by the investment
advisor. The Fund's current Managers are EAMC, MFS Institutional Advisors, Inc.,
OppenheimerFunds, Inc. and Putnam Investment Management, Inc.
The Trust and FUNB have received an order from the SEC that permits the
investment advisor to employ a "manager of managers" strategy in connection with
its management of the Fund. The exemptive order permits the investment advisor,
subject to certain conditions, and without shareholder approval, to: (a) select
new Managers who are unaffiliated with the investment advisor with the approval
of the Trust's Board of Trustees; (b) change the material terms of the Portfolio
Management Agreements with the Managers; and (c) continue the employment of a
Manager after an event which would otherwise cause the automatic termination of
a Portfolio Management Agreement. Shareholders would be notified of any Manager
changes. Shareholders have the right to terminate arrangements with a Manager by
vote of a majority of the outstanding shares of the Fund. The order also permits
the Fund to disclose the Managers' fees only in the aggregate.
2-35
<PAGE>
Transactions Among Advisory Affiliates
The Trust has adopted procedures pursuant to Rule 17a-7 of the 1940 Act
("Rule 17a-7 Procedures"). The Rule 17a-7 Procedures permit the Fund to buy or
sell securities from another investment company for which a subsidiary of First
Union Corporation is an investment advisor. The Rule 17a-7 Procedures also allow
the Fund to buy or sell securities from other advisory clients for whom a
subsidiary of First Union Corporation is an investment advisor. The Fund may
engage in such transaction if it is equitable to each participant and consistent
with each participant's investment objective.
MANAGEMENT OF THE TRUST
The Trust is supervised by a Board of Trustees that is responsible for
representing the interest of the shareholders. The Trustees meet periodically
throughout the year to oversee the Fund's activities, reviewing, among other
things, the Fund's performance and its contractual arrangements with various
service providers. Each Trustee is paid a fee for his or her services. See
"Expenses-Trustee Compensation" in Part 1 of this SAI.
The Trust has an Executive Committee which consists of the Chairman of
the Board, Michael S. Scofield, K. Dun Gifford and Russell Salton, each of whom
is an Independent Trustee. The Executive Committee recommends Trustees to fill
vacancies, prepares the agenda for Board Meetings and acts on routine matters
between scheduled Board meetings.
Set forth below are the Trustees and officers of the Trust and their
principal occupations and affiliations over the last five years. Unless
otherwise indicated, the address for each Trustee and officer is 200 Berkeley
Street, Boston, Massachusetts 02116. Each Trustee is also a Trustee of each of
the other Trusts in the Evergreen Fund complex.
<TABLE>
<CAPTION>
<S> <C> <C>
Name Position with Trust Principal Occupations for Last Five Years
Laurence B. Ashkin Trustee Real estate developer and construction consultant; and
(DOB: 2/28/28) President of Centrum Equities (real estate development) and
Centrum Properties, Inc.(real estate development).
Charles A. Austin III Trustee Investment Counselor to Appleton Partners, Inc.(investment
(DOB: 10/23/34) advice); former 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.
Arnold H. Dreyfuss Trustee Former Chairman, Eskimo Pie Corporation (food
(DOB: 9/2/28) manufacturer); Trustee, Mentor Funds, Mentor Variable
Investment Portfolios, Mentor Institutional
Trust, and Cash Resource Trust; Director, America's
Utility Fund, Inc.; Formerly, Chairman and Chief
Executive Officer, Hamilton Beach/Proctor-Silex,
Inc. (small appliance manufacturer).
K. Dun Gifford Trustee Trustee, Treasurer and Chairman of the Finance Committee,
(DOB: 10/23/38) Cambridge College; Chairman Emeritus and Director, American
2-36
<PAGE>
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 (leather
goods purveyor); former Managing Partner, Roscommon
Capital Corp.; former Chief Executive Officer,
Gifford Gifts of Fine Foods; former Chairman, Gifford,
Drescher & Associates (environmental consulting).
Leroy Keith, Jr. Trustee Chairman of the Board and Chief Executive Officer, Carson
(DOB: 2/14/39) Products Company (manufacturing); Director of Phoenix Total
Return Fund and Equifax, Inc. (worldwide information
management); 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 and Marketing Management with Nucor-Yamoto, Inc.
(DOB: 7/14/39) (steel producer).
Thomas L. McVerry Trustee Former Vice President and Director of Rexham Corporation
(DOB: 8/2/39) (manufacturing); and Director of Carolina Cooperative
Credit Union.
Louis W. Moelchert, Jr. (DOB: Trustee President, Private Advisors, LLC; Vice President for
12/20/41) Investments, University of Richmond; Director, America's
Utility Fund, Inc.; Trustee, The Common Fund, Mentor
Variable Investment Portfolios, Mentor Funds, Mentor
Institutional Trust, and Cash Resource Trust.
William Walt Pettit Trustee Partner in the law firm of William Walt Pettit, P.A.
(DOB: 8/26/55)
David M. Richardson Trustee President, Thomas Richardson, Runden & Company (executive
(DOB: 9/14/41) search and advisory services); former Vice Chairman, DHR
International, Inc. (executive recruitment); former Senior
Vice President, Boyden International Inc. (executive
recruitment); and Director, Commerce and Industry
Association of New Jersey, 411 International, Inc.
(communications), 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.
2-37
<PAGE>
Michael S. Scofield Chairman of the Board Attorney, Law Offices of Michael S. Scofield.
(DOB: 2/20/43) of Trustees
Richard J. Shima Trustee Independent Consultant; former Chairman, Environmental
(DOB: 8/11/39) Warranty, Inc. (insurance agency); former Executive
Consultant, Drake Beam Morin, Inc. (executive
outplacement); Director of CTG Resources, Inc. (natural
gas), Hartford Hospital, Old State House Association, and
Enhance Financial Services, Inc.; former Director Middlesex
Mutual Assurance Company; former Chairman, Board of
Trustees, Hartford Graduate Center; Trustee, Greater
Hartford YMCA.
Richard K. Wagoner, CFA Trustee Former Chief Investment Officer, Executive Vice President
(DOB: 12/12/37) and Head of Capital Management Group, FUNB; former
consultant to the Board of Trustees of the
Evergreen Funds; former member, New York Stock Exchange;
member, North Carolina Securities Traders Association;
member, Financial Analysts Society.
William M. Ennis President President and Chief Executive Officer, Evergreen Investment
(DOB: 6/26/60) Company and Chief Operating Officer, Capital Management
Group, FUNB.
Carol Kosel Treasurer Senior Vice President, Evergreen Investment Services, Inc.
(DOB: 12/25/63) and Treasurer, Vestaur Securities, Inc.; former Senior
Manager, KPMG LLP.
W. Douglas Munn Secretary Senior Vice President and Chief Operating Officer,
(DOB: 4/21/63) Evergreen Investment Services, Inc.; former Strategic
Planning Director First Union Brokerage Services.
Nimish S. Bhatt* Vice President and Vice President, Tax, BISYS Fund Services; former Assistant
(DOB: 6/6/63) Assistant Treasurer Vice President, EAMC/FUNB; former Senior Tax Consulting/Acting
Manager, Investment Companies Group, PricewaterhouseCoopers LLP,
New York.
Bryan Haft* Vice President Team Leader, Fund Administration, BISYS Fund Services.
</TABLE>
* Address: BISYS, 3435 Stelzer Road, Columbus, Ohio 43219-8001
2-38
<PAGE>
CORPORATE AND MUNICIPAL BOND RATINGS
The Fund relies on ratings provided by independent rating services to
help determine the credit quality of bonds and other obligations the Fund
intends to purchase or already owns. A rating is an opinion of an issuer's
ability to pay interest and/or principal when due. Ratings reflect an issuer's
overall financial strength and whether it can meet its financial commitments
under various economic conditions.
If a security held by the Fund loses its rating or has its rating
reduced after the Fund has purchased it, the Fund is not required to sell or
otherwise dispose of the security, but may consider doing so.
The principal rating services, commonly used by the Fund and investors
generally, are S&P and Moody's. The Fund may also rely on ratings provided by
Fitch. Rating systems are similar among the different services. As an example,
the chart below compares basic ratings for long-term bonds. The "Credit Quality"
terms in the chart are for quick reference only. Following the chart are the
specific definitions each service provides for its ratings.
<PAGE>
COMPARISON OF LONG-TERM BOND RATINGS
<TABLE>
<CAPTION>
<S> <C> <C> <C>
----------------- ---------------- --------------- ==========================================
MOODY'S S&P FITCH Credit Quality
----------------- ---------------- --------------- ==========================================
----------------- ---------------- --------------- ==========================================
Aaa AAA AAA Excellent Quality (lowest risk)
----------------- ---------------- --------------- ==========================================
----------------- ---------------- --------------- ==========================================
Aa AA AA Almost Excellent Quality (very low risk)
----------------- ---------------- --------------- ==========================================
----------------- ---------------- --------------- ==========================================
A A A Good Quality (low risk)
----------------- ---------------- --------------- ==========================================
----------------- ---------------- --------------- ==========================================
Baa BBB BBB Satisfactory Quality (some risk)
----------------- ---------------- --------------- ==========================================
----------------- ---------------- --------------- ==========================================
Ba BB BB Questionable Quality (definite risk)
----------------- ---------------- --------------- ==========================================
----------------- ---------------- --------------- ==========================================
B B B Low Quality (high risk)
----------------- ---------------- --------------- ==========================================
----------------- ---------------- --------------- ==========================================
Caa/Ca/C CCC/CC/C CCC/CC/C In or Near Default
----------------- ---------------- --------------- ==========================================
----------------- ---------------- --------------- ==========================================
D DDD/DD/D In Default
----------------- ---------------- --------------- ==========================================
</TABLE>
CORPORATE BONDS
LONG-TERM RATINGS
Moody's Corporate Long-Term Bond Ratings
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
edged." 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
2-39
<PAGE>
bonds. They are rated lower than the best bonds because margins of protection
may not be as large as in Aaa securities or fluctuation of protective elements
may be of greater amplitude or there may be other elements present which make
the long-term risk appear somewhat larger than the 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 some time 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. Such bonds lack outstanding investment characteristics and in
fact have speculative characteristics as well.
Ba Bonds which are rated Ba are judged to have speculative elements; their
future cannot be considered as well-assured. Often the protection of interest
and principal payments may be very moderate, and thereby not well safeguarded
during both good and bad times over the future. Uncertainty of position
characterizes bonds in this class.
B Bonds which are rated B generally lack characteristics of the 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 in 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.
Note: Moody's applies numerical modifiers, 1, 2 and 3 in each generic rating
classification from Aa to Caa. The modifier 1 indicates that the company ranks
in the higher end of its generic rating category; the modifier 2 indicates a
mid-range raking and the modifier 3 indicates that the company ranks in the
lower end of its generic rating category.
S&P Corporate Long-Term Bond Ratings
AAA An obligation rated AAA has the highest rating assigned by S&P. The
obligor's capacity to meet its financial commitment on the obligation is
extremely strong.
AA An obligation rated AA differs from the highest-rated obligations only in
small degree. The obligor's capacity to meet its financial commitment on the
obligation is very strong.
A An obligation rated A is somewhat more susceptible to the adverse effects of
changes in circumstances and economic conditions than obligations in
higher-rated categories. However, the obligor's capacity to meet its financial
commitment on the obligation is still strong.
BBB An obligation rated BBB exhibits adequate protection parameters. However,
adverse economic conditions or changing circumstances are more likely to lead to
a weakened capacity of the obligor to meet its financial commitment on the
obligation.
2-40
<PAGE>
BB, B, CCC, CC and C: As described below, obligations rated BB, B, CCC, CC, and
C are regarded as having significant speculative characteristics. BB indicates
the least degree of speculation and C the highest. While such obligations will
likely have some quality and protective characteristics, these may be outweighed
by large uncertainties or major exposures to adverse conditions.
BB An obligation rated BB is less vulnerable to nonpayment than other
speculative issues. However, it faces major ongoing uncertainties or exposure to
adverse business, financial, or economic conditions, which could lead to the
obligor's inadequate capacity to meet its financial commitment on the
obligation.
B An obligation rated B is more vulnerable to nonpayment than obligations rated
BB, but the obligor currently has the capacity to meet its financial commitment
on the obligation. Adverse business, financial, or economic conditions will
likely impair the obligor's capacity or willingness to meet it financial
commitment on the obligation.
CCC An obligation rated CCC is currently vulnerable to nonpayment and is
dependent upon favorable business, financial, and economic conditions for the
obligor to meet its financial commitment on the obligation. In the event of
adverse business, financial, or economic conditions, the obligor is not likely
to have the capacity to meet its financial commitment on the obligation.
CC An obligation rated CC is currently highly vulnerable to nonpayment.
C The C rating may be used to cover a situation where a bankruptcy petition has
been filed or similar action has been taken, but payments on this obligation are
being continued.
D The D rating, unlike other ratings, is not prospective; rather, it is used
only where a default has actually occurred--and not where a default is only
expected. S&P changes ratings to D either:
! On the day an interest and/or principal payment is due and is not paid.
An exception is made if there is a grace period and S&P believes that
a payment will be made, in which case the rating can be maintained; or
! Upon voluntary bankruptcy filing or similar action. An exception is
made if S&P expects that debt service payments will continue to be made
on a specific issue. In the absence of a payment default or bankruptcy
filing, a technical default (i.e., covenant violation) is not
sufficient for assigning a D rating.
Plus (+) or minus (-) 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.
Fitch Corporate Long-Term Bond Ratings
Investment Grade
AAA Highest credit quality. AAA ratings denote the lowest expectation of credit
risk. They are assigned only in case of exceptionally strong capacity for timely
payment of financial commitments. This capacity is highly unlikely to be
adversely affected by foreseeable events.
AA Very high credit quality. AA ratings denote a very low expectation of credit
risk. They indicate very strong capacity for timely payment of financial
commitments. This capacity is not significantly vulnerable to foreseeable
events.
A High credit quality. A ratings denote a lower expectation of credit risk. The
capacity for timely payment of financial commitments is considered strong. This
capacity may, nevertheless, be more vulnerable to changes in circumstances or in
economic conditions than is the case for higher ratings.
2-41
<PAGE>
BBB Good credit quality. BBB ratings indicate that there is currently a low
expectation of credit risk. The capacity for timely payment of financial
commitments is considered adequate, but adverse changes in circumstances
and in economic conditions are more likely to impair this capacity. This is the
lowest investment-grade category.
Speculative Grade
BB Speculative. BB ratings indicate that there is a possibility of credit risk
developing, particularly as the result of adverse economic change over time;
however, business or financial alternatives may be available to allow financial
commitments to be met. Securities rated in this category are not investment
grade.
B Highly speculative. B ratings indicate that significant credit risk is
present, but a limited margin of safety remains. Financial commitments are
currently being met; however, capacity for continued payment is contingent upon
a sustained, favorable business and economic environment.
CCC, CC, C High default risk. Default is a real possibility. Capacity for
meeting financial commitment is solely reliant upon sustained, favorable
business or economic developments. A CC rating indicates that default of some
kind appears probable. C ratings signal imminent default.
DDD, DD, D Default. Securities are not meeting current obligations and are
extremely speculative. DDD designates the highest potential for recovery of
amounts outstanding on any securities involved. For U.S. corporates, for
example, DD indicates expected recovery of 50%-90% of such outstandings, and D
the lowest recovery potential, i.e. below 50%.
+ or - may be appended to a rating to denote relative status within major rating
categories. Such suffixes are not added to the AAA rating category or to
categories below CCC.
CORPORATE SHORT-TERM RATINGS
Moody's Corporate Short-Term Issuer Ratings
Prime-1 Issuers rated Prime-1 (or supporting institutions) have a superior
ability for repayment of senior short-term debt obligations. Prime-1 repayment
ability will often be evidenced by many of the following characteristics.
-- Leading market positions in well-established industries.
-- High rates of return on funds employed.
-- Conservative capitalization structure with moderate reliance on debt and
ample asset protection.
-- Broad margins in earnings coverage of fixed financial changes and high
internal cash generation.
-- Well-established access to a range of financial markets and assured sources
of alternate liquidity.
Prime-2 Issuers rated Prime-2 (or supporting institutions) have a strong ability
for repayment of senior short-term debt obligations. This will normally be
evidenced by many of the characteristics cited above but to a lesser degree.
Earnings trends and coverage ratios, while sound, may be more subject to
variation. Capitalization characteristics, while still appropriate, may be more
affected by external conditions. Ample alternate liquidity is maintained.
2-42
<PAGE>
Prime-3 Issuers rated Prime-3 (or supporting institutions) have an acceptable
ability for repayment of senior short-term obligations. The effect of industry
characteristics and market compositions may be more pronounced. Variability in
earnings and profitability may result in changes in the level of debt protection
measurements and may require relatively high financial leverage. Adequate
alternate liquidity is maintained.
Not Prime Issuers rated Not Prime do not fall within any of the Prime rating
categories.
S&P Corporate Short-Term Obligation Ratings
A-1 A short-term obligation rated A-1 is rated in the highest category by S&P.
The obligor's capacity to meet its financial commitment on the obligation is
strong. Within this category certain obligations are designated with a plus sign
(+). This indicates that the obligor's capacity to meet its financial commitment
on these obligations is extremely strong.
A-2 A short-term obligation rated A-2 is somewhat more susceptible to the
adverse effects of changes in circumstances and economic conditions than
obligations in higher rating categories. However, the obligor's capacity to meet
its financial commitment on the obligation is satisfactory.
A-3 A short-term obligation rated A-3 exhibits adequate protection parameters.
However, adverse economic conditions or changing circumstances are more likely
to lead to a weakened capacity of the obligor to meet its financial commitment
on the obligation.
B A short-term obligation rated B is regarded as having significant speculative
characteristics. The obligor currently has the capacity to meet its financial
commitment on the obligation; however, it faces major ongoing uncertainties
which could lead to the obligor's inadequate capacity to meet its financial
commitment on the obligation.
C A short-term obligation rated C is currently vulnerable to nonpayment and is
dependent upon favorable business, financial, and economic conditions for the
obligor to meet its financial commitment on the obligation.
D The D rating, unlike other ratings, is not prospective; rather, it is used
only where a default has actually occurred--and not where a default is only
expected. S&P changes ratings to D either:
! On the day an interest and/or principal payment is due and is not paid.
An exception is made if there is a grace period and S&P believes that
a payment will be made, in which case the rating can be maintained; or
! Upon voluntary bankruptcy filing or similar action, An exception is
made if S&P expects that debt service payments will continue to be made
on a specific issue. In the absence of a payment default or bankruptcy
filing, a technical default (i.e., covenant violation) is not
sufficient for assigning a D rating.
Fitch Corporate Short-Term Obligation Ratings
F1 Highest credit quality. Indicates the strongest capacity for timely payment
of financial commitments; may have an added "+" to denote any exceptionally
strong credit feature.
F2 Good credit quality. A satisfactory capacity for timely payment of financial
commitments, but the margin of safety is not as great as in the case of the
higher ratings.
2-43
<PAGE>
F3 Fair credit quality. The capacity for timely payment of financial commitments
is adequate; however, near-term adverse changes could result in a reduction to
non-investment grade.
B Speculative. Minimal capacity for timely payment of financial commitments,
plus vulnerability to near-term adverse changes in financial and economic
conditions.
C High default risk. Default is a real possibility. Capacity for meeting
financial commitments is solely reliant upon a sustained, favorable business and
economic environment.
D Default. Denotes actual or imminent payment default.
MUNICIPAL BONDS
LONG-TERM RATINGS
Moody's Municipal Long-Term Bond Ratings
Aaa Bonds 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 rated Aa are judged to be of high quality by all standards. Together
with the Aaa group they comprise what are generally known as high grade bonds.
They are rated lower than the best bonds because margins of protection may not
be as large as in Aaa securities or fluctuation of protective elements may be of
greater amplitude or there may be other elements present which make the
long-term risk appear somewhat larger than the Aaa securities.
A Bonds 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 some time in the future.
Baa Bonds rated Baa are considered as medium-grade obligations, i.e., they are
neither highly protected nor poorly secured. Interest payments and principal
security appear adequate for the present but certain protective elements may be
lacking or may be characteristically unreliable over any great length of time.
Such bonds lack outstanding investment characteristics and in fact have
speculative characteristics as well.
Ba Bonds rated Ba are judged to have speculative elements; their future cannot
be considered as well-assured. Often the protection of interest and principal
payments may be very moderate, and thereby not well safeguarded during both good
and bad times over the future. Uncertainty of position characterizes bonds in
this class.
B Bonds rated B generally lack characteristics of the 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 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.
2-44
<PAGE>
Ca Bonds rated Ca represent obligations which are speculative in a high degree.
Such issues are often in default or have other marked shortcomings.
C Bonds 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.
Note: Moody's applies numerical modifiers 1, 2 and 3 in each generic rating
classification from Aa to B. The modifier 1 indicates that the company ranks in
the higher end of its generic rating category; the modifier 2 indicates a
mid-range raking and the modifier 3 indicates that the company ranks in the
lower end of its generic rating category.
S&P Municipal Long-Term Bond Ratings
AAA An obligation rated AAA has the highest rating assigned by S&P. The
obligor's capacity to meet its financial commitment on the obligation is
extremely strong.
AA An obligation rated AA differs from the highest-rated obligations only in
small degree. The obligor's capacity to meet its financial commitment on the
obligation is very strong.
A An obligation rated A is somewhat more susceptible to the adverse effects of
changes in circumstances and economic conditions than obligations in
higher-rated categories. However, the obligor's capacity to meet its financial
commitment on the obligation is still strong.
BBB An obligation rated BBB exhibits adequate protection parameters. However,
adverse economic conditions or changing circumstances are more likely to lead to
a weakened capacity of the obligor to meet its financial commitment on the
obligation.
BB, B, CCC, CC and C: As described below, obligations rated BB, B, CCC,
CC, and C are regarded as having significant speculative characteristics. BB
indicates the least degree of speculation and C the highest. While such
obligations will likely have some quality and protective characteristics, these
may be outweighed by large uncertainties or major exposures to adverse
conditions.
BB An obligation rated BB is less vulnerable to nonpayment than other
speculative issues. However, it faces major ongoing uncertainties or exposure to
adverse business, financial, or economic conditions, which could lead to the
obligor's inadequate capacity to meet its financial commitment on the
obligation.
B An obligation rated B is more vulnerable to nonpayment than obligations rated
BB, but the obligor currently has the capacity to meet its financial commitment
on the obligation. Adverse business, financial, or economic conditions will
likely impair the obligor's capacity or willingness to meet it financial
commitment on the obligation.
CCC An obligation rated CCC is currently vulnerable to nonpayment and is
dependent upon favorable business, financial, and economic conditions for the
obligor to meet its financial commitment on the obligation. In the event of
adverse business, financial, or economic conditions, the obligor is not likely
to have the capacity to meet its financial commitment on the obligation.
CC An obligation rated CC is currently highly vulnerable to nonpayment.
C The C rating may be used to cover a situation where a bankruptcy petition has
been filed or similar action has been taken, but payments on this obligation are
being continued.
2-45
<PAGE>
D An obligation rated D is in payment default. The D rating category is used
when payments on an obligation are not made on the date due even if the
applicable grace period has not expired, unless S&P believes that such payments
will be made during such grace period. The D rating also will be used upon the
filing of a bankruptcy petition or the taking of a similar action if payments on
an obligation are jeopardized.
Plus (+) or minus (-) 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.
Fitch Municipal Long-Term Bond Ratings
Investment Grade
AAA Highest credit quality. AAA ratings denote the lowest expectation of credit
risk. They are assigned only in case of exceptionally strong capacity for timely
payment of financial commitments. This capacity is highly unlikely to be
adversely affected by foreseeable events.
AA Very high credit quality. AA ratings denote a very low expectation of credit
risk. They indicate very strong capacity for timely payment of financial
commitments. This capacity is not significantly vulnerable to foreseeable
events.
A High credit quality. A ratings denote a lower expectation of credit risk. The
capacity for timely payment of financial commitments is considered strong. This
capacity may, nevertheless, be more vulnerable to changes in circumstances or in
economic conditions than is the case for higher ratings.
BBB Good credit quality. BBB ratings indicate that there is currently a low
expectation of credit risk. The capacity for timely payment of financial
commitments is considered adequate, but adverse changes in circumstances and in
economic conditions are more likely to impair this capacity. This is the lowest
investment-grade category.
Speculative Grade
BB Speculative. BB ratings indicate that there is a possibility of credit risk
developing, particularly as the result of adverse economic change over time;
however, business or financial alternatives may be available to allow financial
commitments to be met. Securities rated in this category are not investment
grade.
B Highly speculative. B ratings indicate that significant credit risk is
present, but a limited margin of safety remains. Financial commitments are
currently being met; however, capacity for continued payment is contingent upon
a sustained, favorable business and economic environment.
CCC, CC, C High default risk. Default is a real possibility. Capacity for
meeting financial commitments is solely reliant upon sustained, favorable
business or economic developments. A CC rating indicates that default of some
kind appears probable. C ratings signal imminent default.
2-46
<PAGE>
DDD, DD, D Default. Securities are not meeting current obligations and are
extremely speculative. DDD designates the highest potential for recovery of
amounts outstanding on any securities involved. DD designates lower recovery
potential and D the lowest.
+ or - may be appended to a rating to denote relative status within major rating
categories. Such suffixes are not added to the AAA rating category or to
categories below CCC.
<PAGE>
SHORT-TERM MUNICIPAL RATINGS
Moody's Municipal Short-Term Issuer Ratings
Prime-1 Issuers rated Prime-1 (or supporting institutions) have a superior
ability for repayment of senior short-term debt obligations. Prime-1 repayment
ability will often be evidence by many of the following characteristics.
-- Leading market positions in well-established industries.
-- High rates of return on funds employed.
-- Conservative capitalization structure with moderate reliance on debt and
ample asset protection.
-- Broad margins in earnings coverage of fixed financial changes and high
internal cash generation.
-- Well-established access to a range of financial markets and assured sources
of alternate liquidity.
Prime-2 Issuers rated Prime-2 (or supporting institutions) have a strong ability
for repayment of senior short-term debt obligations. This will normally be
evidenced by many of the characteristics cited above but to a lesser degree.
Earnings trends and coverage ratios, while sound, may be more subject to
variation. Capitalization characteristics, while still appropriate, may be more
affected by external conditions. Ample alternate liquidity is maintained.
Prime-3 Issuers rated Prime-3 (or supporting institutions) have an acceptable
ability for repayment of senior short-term obligations. The effect of industry
characteristics and market compositions may be more pronounced. Variability in
earnings and profitability may result in changes in the level of debt protection
measurements and may require relatively high financial leverage. Adequate
alternate liquidity is maintained.
Not Prime Issuers rated Not Prime do not fall within any of the Prime rating
categories.
Moody's Municipal Short-Term Loan Ratings
MIG 1 This designation denotes best quality. There is strong protection by
established cash flows, superior liquidity support, or demonstrated broad-based
access to the market for refinancing.
MIG 2 This designation denotes high quality. Margins of protection are ample
although not so large as in the preceding group.
MIG 3 This designation denotes favorable quality. Liquidity and cash-flow
protection may be narrow and market access for refinancing is likely to be less
well established.
SG This designation denotes speculative quality. Debt instruments in this
category may lack margins of protection.
S&P Commercial Paper Ratings
A-1 This designation indicates that the degree of safety regarding timely
payment is strong. Those issues determined to possess extremely strong safety
characteristics are denoted with a plus sign (+) designation.
2-47
<PAGE>
A-2 Capacity for timely payment on issues with this designation is satisfactory.
However, the relative degree of safety is not as high as for issues designated
A-1.
A-3 Issues carrying this designation have an adequate capacity for timely
payment. They are, however, more vulnerable to the adverse effects of changes in
circumstances than obligations carrying the higher designations.
B Issues rated B are regarded as having only speculative capacity for timely
payment.
C This rating is assigned to short-term debt obligations with a doubtful
capacity for payment.
D Debt rated D is in payment default. The D rating category is used when
interest payments or principal payments are not made on the date due, even if
the applicable grace period has not expired, unless S&P believes such payments
will be made during such grace period.
S&P Municipal Short-Term Obligation Ratings
SP-1 Strong capacity to pay principal and interest. An issue determined to
possess a very strong capacity to pay debt service is given a plus (+)
designation.
SP-2 Satisfactory capacity to pay principal and interest, with some
vulnerability to adverse financial and economic changes over the term of the
notes.
SP-3 Speculative capacity to pay principal and interest.
Fitch Municipal Short-Term Obligation Ratings
F1 Highest credit quality. Indicates the strongest capacity for timely payment
of financial commitments; may have an added "+" to denote any exceptionally
strong credit feature.
F2 Good credit quality. A satisfactory capacity for timely payment of financial
commitments, but the margin of safety is not as great as in the case of the
higher ratings.
F3 Fair credit quality. The capacity for timely payment of financial commitments
is adequate; however, near-term adverse changes could result in a reduction to
non-investment grade.
B Speculative. Minimal capacity for timely payment of financial commitments,
plus vulnerability to near-term adverse changes in financial and economic
conditions.
C High default risk. Default is a real possibility. Capacity for meeting
financial commitments is solely reliant upon a sustained, favorable business and
economic environment.
D Default. Denotes actual or imminent payment default.
2-48
<PAGE>
ADDITIONAL INFORMATION
Except as otherwise stated in its prospectus or required by law, the
Fund reserves the right to change the terms of the offer stated in its
prospectus without shareholder approval, including the right to impose or change
fees for services provided.
No dealer, salesman or other person is authorized to give any
information or to make any representation not contained in the Fund's
prospectus, SAI or in supplemental sales literature issued by the Fund or EDI,
and no person is entitled to rely on any information or representation not
contained therein.
The Fund's prospectus 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.
2-49
<PAGE>
EVERGREEN SELECT MONEY MARKET TRUST
PART C
OTHER INFORMATION
Item 23 Exhibits
<TABLE>
<CAPTION>
Exhibit
Number Description Location
------- ----------- -----------
<S> <C> <C>
(a) Declaration of Trust Incorporated by reference to
Registrant's Pre-Effective Amendment No. 1
Filed on October 8, 1997
(b) By-laws Incorporated by reference to
Registrant's Pre-Effective Amendment No. 1
Filed on October 8, 1997
(c) Provisions of instruments defining the rights Included as part of Exhibits 1 and 2 of
of holders of the securities being registered Registrant's Pre-Effective Amendment No. 1
are contained in the Declaration of Trust Filed on October 8, 1997
Articles II, III.(6)(c), VI.(3), IV.(8), V, VI,
VII, VIII and By-laws Articles II, III and VIII
(d) Investment Advisory and Management Contained herein
Agreement between the Registrant and First
Union National Bank
(e)(1) Administrative Class Principal Underwriting Agreement Contained herein
between the Registrant and Evergreen Distributor, Inc.
(e)(2) Institutional Service Class Principal Underwriting Contained herein
Agreement between the Registrant and Evergreen
Distributor, Inc.
(e)(3) Investor Class Principal Underwriting Agreement Contained herein
between the Registrant and Evergreen
Distributor, Inc.
(e)(4) Participant Class Principal Underwriting Agreement Contained herein
between the Registrant and Evergreen
Distributor, Inc.
(e)(5) Reserve Class Principal Underwriting Agreement Contained herein
between the Registrant and Evergreen
Distributor, Inc.
(f) Deferred Compensation Plan Incorporated by reference to
Registrant's Pre-Effective Amendment No. 1
Filed on November 20, 1997
(g)(1) Custodian Agreement between the Registrant Incorporated by reference to
and State Street Bank and Trust Company Registrant's Post-Effective Amendment No. 2
Filed on May 29, 1998
(g)(2) Letter Amendment to Custodian Agreement between Incorporated by reference to Registrant's
Registrant and State Street Bank and Trust Post-Effective Amendment No. 8
Company (Select U.S. Government Fund) Filed on September 29, 1999
(g)(3) Letter Amendment to Custodian Agreement between Contained herein
Registrant and State Street Bank and Trust
Company (Cash Management Money Market Fund,
Cash Management Municipal Money Market Fund,
Cash Management U.S. Government Money Market Fund)
(g)(4) Letter Amendment to Custodian Agreement between Incorporated by reference to Registrant's
Registrant and State Street Bank and Trust Post-Effective Amendment No. 12
Company (SNAP Fund) Filed on October 26, 2000
(h)(1) Administrative Services Agreement between Contained herein
the Registrant and Evergreen Investment
Services, Inc.
(h)(2) Transfer Agent Agreement between the Incorporated by reference to
Registrant and Evergreen Service Company Registrant's Post-Effective Amendment No. 2
Filed on May 29, 1998
(h)(3) Letter Amendment to Transfer Agent Agreement Contained herein
between the Registrant and Evergreen Service
Company (Evergreen Cash Management Money Market
Fund, Evergreen Cash Management Municipal Money
Market Fund, Evergreen Cash Management U.S.
Government Money Market Fund)
(h)(4) Form of Accounting Services Agreement between State Incorporated by reference to
Street Bank and Trust Company and the Registrant Registrant's Post-Effective Amendment No. 12
(SNAP Fund) Filed on October 26, 2000
(i)(1) Opinion and Consent of Sullivan & Worcester LLP Incorporated by reference to
Registrant's Post-Effective Amendment No. 1
Filed on December 12, 1997
(i)(2) Opinion and Consent of Sullivan & Worcester LLP Incorporated by reference to Registrant's
(re: SNAP) Post-Effective Amendment No. 7
Filed on August 17, 1999
(j)(1) Consent of KPMG LLP Incorporated by reference to Registrant's
Post-Effective Amendment No. 10 Filed on
June 26, 2000
(j)(2) Consent of PricewaterhouseCoopers LLP Incorporated by reference to Registrant's
Post-Effective Amendment No. 10 Filed on
June 26, 2000
(j)(3) Consent of KPMG LLP (SNAP Fund only) Incorporated by reference to Registrant's
Post-Effective Amendment No. 12 Filed on
October 26, 2000
(k) Not applicable
(l) Not applicable
(m)(1) Administrative Class 12b-1 Distribution Plan Contained herein
between the Registrant and Evergreen Distributor, Inc.
(m)(2) Institutional Service 12b-1 Distribution Plan Contained herein
Agreement between the Registrant and Evergreen
Distributor, Inc.
(m)(3) Investor Class 12b-1 Distribution Plan Contained herein
between the Registrant and Evergreen
Distributor, Inc.
(m)(4) Participant Class 12b-1 Distribution Plan Contained herein
between the Registrant and Evergreen
Distributor, Inc.
(m)(5) Reserve Class 12b-1 Distribution Plan Contained herein
between the Registrant and Evergreen
Distributor, Inc.
(n) Not applicable
(o) Multiple Class Plan Contained herein
(p) Code of Ethics Incorporated by reference to
Registrant's Post-Effective Amendment No. 11
Filed on September 1, 2000
</TABLE>
Item 24. Persons Controlled by or Under Common Control with Registrant.
None
Item 25. Indemnification.
Registrant has obtained from a major insurance carrier a trustees and
officers liability policy covering certain types of errors and ommissions.
Provisions for the indemnification of the Registrant's Trustees and
officers are also contained in the Registrant's Declaration of Trust.
Provisions for the indemnification of the Registrant's Investment
Advisors are contained in their respective Investment Advisory and Management
Agreements.
Provisions for the indemnification of Evergreen Distributor, Inc., the
Registrant's principal underwriter, are contained in the Principal Underwriting
Agreement between Evergreen Distributor, Inc. and the Registrant.
Provisions for the indemnification of Evergreen Service Company, the
Registrant's transfer agent, are contained in the Master Transfer and
Recordkeeping Agreement between Evergreen Service Company and the Registrant.
Provisions for the indemnification of State Street Bank and Trust Co., the
Registrant's custodian, are contained in the Custodian Agreement between State
Street Bank and Trust Co., and the Registrant.
Item 26. Business or Other Connections of Investment Adviser.
The Directors and principal executive officers of First Union National
Bank are:
Edward E. Crutchfield, Jr. Chairman, First Union Corporation and First
Union National Bank
G. Kennedy Thompson Chief Executive Officer, President and
Director, First Union Corporation and First
Union National Bank
Mark C. Treanor Executive Vice President, Secretary &
General Counsel, First Union Corporation;
Secretary and Executive Vice President,
First Union National Bank
Robert T. Atwood Executive Vice President and Chief Financial
Officer, First Union Corporation; Chief
Financial Officer and Executive Vice
President, First Union National Bank
All of the above persons are located at the following address: First
Union National Bank, One First Union Center, Charlotte, NC 28288.
Item 27. Principal Underwriters.
Evergreen Distributor, Inc., acts as principal underwriter for each
registered investment company or series thereof that is a part of the Evergreen
"fund complex" as such term is defined in Item 22(a) of Schedule 14A under the
Securities Exchange Act of 1934.
The Directors and principal executive officers of Evergreen
Distributor, Inc. are:
Lynn C. Mangum Director, Chairman and Chief Executive
Officer
Dennis Sheehan Director, Chief Financial Officer
Maryann Bruce President
Kevin J. Dell Vice President, General Counsel and Secretary
Messrs. Mangum, Sheehan and Dell are located at the following address:
Evergreen Distributor, Inc., 90 Park Avenue, New York, New York 10019.
Ms. Bruce is located at 201 South College Street, Charlotte, NC 28288.
Item 28. Location of Accounts and Records.
All accounts and records required to be maintained by Section 31(a) of
the Investment Company Act of 1940 and the Rules 31a-1 through 31a-3 promulgated
thereunder are maintained at one of the following locations:
Evergreen Investment Services, Inc., Evergreen Service Company and
Evergreen Investment Management Company (formerly Keystone Investment Management
Company), all located at 200 Berkeley Street, Boston, Massachusetts 02110
First Union National Bank, One First Union Center, 301 S. College
Street, Charlotte, North Carolina 28288
Iron Mountain, 3431 Sharp Slot Road, Swansea, Massachusetts 02777
State Street Bank and Trust Company, 2 Heritage Drive, North Quincy,
Massachusetts 02171
Item 29. Management Services.
Not Applicable
Item 30. Undertakings.
The Registrant hereby undertakes to furnish each person to whom a
prospectus is delivered with a copy of the Registrant's latest annual
report to shareholders, upon request and without charge.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940 the Registrant has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereto duly
authorized, in the City of Boston, and Commonwealth of Massachusetts, on the
15th day of November, 2000.
EVERGREEN SELECT MONEY MARKET TRUST
By: /s/ Michael H. Koonce
-----------------------------
Name: Michael H. Koonce
Title: Secretary
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated on the 15th day of November, 2000.
<TABLE>
<CAPTION>
<S> <C> <C>
/s/ William M. Ennis /s/ Michael H. Koonce /s/ Carol A. Kosel
----------------------------- ----------------------------- ------------------------------
William M. Ennis* Michael H. Koonce Carol A. Kosel*
President Secretary Treasurer
(Chief Operating Officer) (Principal Financial and Accounting
Officer)
/s/ Laurence B. Ashkin /s/ Charles A. Austin, III
----------------------------- -------------------------------
Laurence B. Ashkin* Charles A. Austin III *
Trustee Trustee
/s/ K. Dun Gifford /s/ Arnold H. Dreyfuss /s/ William Walt Pettit
------------------ ---------------------- ------------------------
K. Dun Gifford* Arnold H. Dreyfuss* William Walt Pettit*
Trustee Trustee Trustee
/s/ Gerald M. McDonnell /s/ Thomas L. McVerry /s/ Michael S. Scofield
---------------------- --------------------- ----------------------
Gerald M. McDonnell* Thomas L. McVerry* Michael S. Scofield*
Trustee Trustee Chairman of the Board
and Trustee
/s/ David M. Richardson /s/ Russell A. Salton, III MD /s/ Leroy Keith, Jr.
---------------------- ---------------------------- ----------------------
David M. Richardson* Russell A. Salton, III MD* Leroy Keith, Jr.*
Trustee Trustee Trustee
/s/ Richard J. Shima /s/ Louis W. Moelchert, Jr. /s/ Richard K. Wagoner
-------------------- ---------------------------- ----------------------
Richard J. Shima* Louis W. Moelchert, Jr.* Richard K. Wagoner*
Trustee Trustee Trustee
</TABLE>
*By: /s/ Maureen E. Towle
-------------------------------
Maureen E. Towle
Attorney-in-Fact
*Maureen E. Towle, by signing her name hereto, does hereby sign this
document on behalf of each of the above-named individuals pursuant to powers of
attorney duly executed by such persons.
<PAGE>
INDEX TO EXHIBITS
Exhibit
Number Exhibit
------ -------
(d) Investment Advisory and Management
Agreement between the Registrant and First
Union National Bank
(e)(1) Administrative Class Principal Underwriting Agreement
between the Registrant and Evergreen Distributor, Inc.
(e)(2) Institutional Service Class Principal Underwriting
Agreement between the Registrant and Evergreen
Distributor, Inc.
(e)(3) Investor Class Principal Underwriting Agreement
between the Registrant and Evergreen
Distributor, Inc.
(e)(4) Participant Class Principal Underwriting Agreement
between the Registrant and Evergreen
Distributor, Inc.
(e)(5) Reserve Class Principal Underwriting Agreement
between the Registrant and Evergreen
Distributor, Inc.
(g)(3) Letter Amendment to Custodian Agreement between
Registrant and State Street Bank and Trust
Company (Cash Management Money Market Fund,
Cash Management Municipal Money Market Fund,
Cash Management U.S. Government Money Market Fund)
(h)(1) Administrative Services Agreement between
the Registrant and Evergreen Investment
Services, Inc.
(h)(3) Letter Amendment to Transfer Agent Agreement
between the Registrant and Evergreen Service
Company (Evergreen Cash Management Money Market
Fund, Evergreen Cash Management Municipal Money
Market Fund, Evergreen Cash Management U.S.
Government Money Market Fund)
(m)(1) Administrative Class 12b-1 Distribution Plan
between the Registrant and Evergreen Distributor, Inc.
(m)(2) Institutional Service 12b-1 Distribution Plan
Agreement between the Registrant and Evergreen
Distributor, Inc.
(m)(3) Investor Class 12b-1 Distribution Plan
between the Registrant and Evergreen
Distributor, Inc.
(m)(4) Participant Class 12b-1 Distribution Plan
between the Registrant and Evergreen
Distributor, Inc.
(m)(5) Reserve Class 12b-1 Distribution Plan
between the Registrant and Evergreen
Distributor, Inc.
(o) Multiple Class Plan
