SCHEDULE 14A
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934
[X] Filed by the Registrant
[ ] Filed by a Party other than the Registrant
Check the appropriate box:
[X] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only
(as permitted by Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss.240.14a-11(c) or ss.240.14a-12
Evergreen Investment Trust
- --------------------------------------------------------------------------------
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Evergreen Investment Trust
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(NAME OF PERSON(S) FILING PROXY STATEMENT)
Payment of Filing Fee (Check the appropriate box):
[X] $125 PER EXCHANGE ACT RULES 0-11(C)(1)(II), 14A-6(I)(1), 14A-6(I)(2)
OR ITEM 22(A)(2) OF SCHEDULE 14A.
[ ] $500 per each party to the controversy pursuant to Exchange
Act Rule 14a-6(i)(3).
[ ] Fee computed on table below per exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11 (set forth the amount on which the filing fee is
calculated and state how it was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:$125.00
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Dated Filed: August 7, 1996
<PAGE>
EVERGREEN INVESTMENT TRUST
2500 WESTCHESTER AVENUE
PURCHASE, NEW YORK 10577
----------------
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON OCTOBER 1, 1996
To the Shareholders of
Evergreen International Equity Fund:
You are cordially invited to a Special Meeting of Shareholders of the
Evergreen International Equity Fund (the "Fund") of Evergreen Investment Trust
(the "Trust"), on Tuesday, October 1, 1996, at 10:00 a.m. Eastern time at the
offices of First Union National Bank of North Carolina, 301 South College
Street, Charlotte, North Carolina 28288, to consider and act on the following
matters:
Proposal to approve the selection of Warburg, Pincus Counsellors, Inc.
("Warburg") as the Sub-Adviser for the Fund, and to approve the sub-advisory
agreement relating to the Fund between Warburg and the Capital Management Group
of First Union National Bank of North Carolina, the Fund's investment adviser.
In accordance with their own discretion, the proxies are authorized to
vote on other such business as may properly come before the Meeting.
Shareholders of record at the close of business on August 1, 1996 are
entitled to notice of and to vote at the meeting or any adjournment thereof.
Each shareholder is cordially invited to attend the Special Meeting in person.
However, if you are unable to be present at the meeting, you are requested to
mark, sign and date the enclosed proxy and return it promptly in the enclosed
envelope so that the meeting may be held and a maximum number of shares may be
voted.
By Order of the Board of Trustees
John Pileggi
President
August 18, 1996
WHETHER OR NOT YOU EXPECT TO BE PRESENT AT THE SPECIAL MEETING, PLEASE COMPLETE
AND PROMPTLY RETURN THE ENCLOSED PROXY CARD. A POSTAGE PAID ENVELOPE IS
ENCLOSED FOR YOUR CONVENIENCE SO THAT YOU MAY RETURN YOUR PROXY CARD AS SOON AS
POSSIBLE. IT IS MOST IMPORTANT AND IN YOUR INTEREST FOR YOU TO COMPLETE AND SIGN
YOUR PROXY CARD AND RETURN IT SO THAT A QUORUM WILL BE PRESENT AT THE MEETING
AND A MAXIMUM NUMBER OF SHARES MAY BE VOTED. THE PROXY IS REVOCABLE AT ANY TIME
PRIOR TO ITS USE AT THE MEETING.
<PAGE>
EVERGREEN INTERNATIONAL EQUITY FUND
a series of Evergreen Investment Trust
2500 Westchester Avenue
Purchase, New York 10577
Telephone: (800) 807-2940
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PROXY STATEMENT
----------------
This proxy statement is furnished in connection with the solicitation
of proxies by the Board of Trustees of Evergreen Investment Trust (the "Trust")
on behalf of the Evergreen International Equity Fund (the "Fund") for use at the
Special Meeting of Shareholders to be held on October 1, 1996 at 10:00 a.m.
Eastern time at the offices of First Union National Bank of North Carolina, 301
South College Street, Charlotte, North Carolina 28288 and at any adjourned
session thereof (such meeting and any adjournment thereof are hereinafter
referred to as the "Meeting"). Shareholders of the Fund of record at the close
of business on August 1, 1996 (the "Shareholders") are entitled to vote at the
Meeting. As of August 1, 1996, the approximate number of issued and outstanding
Class A, Class B, Class C and Class Y shares of beneficial interest ("shares")
of the Fund were, respectively, ________________, ________________,
______________ and ________________. Each share, regardless of Class, is
entitled to one vote and each fractional share is entitled to a proportionate
fractional vote on each matter to be acted upon at the Meeting.
The cost of solicitation will be borne by the Fund. The proxy card and
this Proxy Statement are being mailed to Shareholders on or about August 18,
1996.
Shares represented by duly executed proxies will be voted in accordance
with the instructions given. Proxies may be revoked at any time before they are
exercised by a written revocation received by the President of the Trust at 2500
Westchester Avenue, Purchase, New York 10577, by properly executing a written
revocation, a later-dated proxy, or by attending the Meeting and voting in
person.
INTRODUCTION
At a meeting held on August 1, 1996, the Board of Trustees of the Trust
voted to replace Boston International Advisers, Inc. ("BIA") as the Sub-Adviser
to the Fund, effective ______, 1996. The Board of Trustees is recommending
replacing BIA with Warburg, Pincus Counsellors, Inc. ("Warburg") because the
Board believes that Warburg's investment process and style is more suitable for
the Fund's shareholders. At the same meeting the Board called this important
shareholder meeting for the purpose of soliciting shareholder approval of the
appointment of Warburg as Sub-Adviser and the terms of the proposed of the
Sub-Advisory agreement (the "Warburg Sub-Advisory Agreement") that is attached
hereto as Exhibit A. As described below, Warburg's compensation under the
Warburg Sub-Advisory Agreement, .55 of 1% of average daily net assets on an
annual basis, is computed differently than BIA's fee was computed under its
sub-advisory agreement (the "BIA Agreement") and will result in a fee higher
than the fee BIA currently receives at any Fund asset level. However, since the
Sub-Adviser's fee is paid by the Capital Management Group of First Union
National Bank of North Carolina, the Fund's investment adviser (the "Adviser"),
the proposed increase in the Sub-Adviser's compensation will not increase the
maximum advisory fees payable by the Fund. Such differences could, however,
affect decisions by the Adviser about whether or to what extent it is willing to
waive its own fees, which it has done, and may in the future continue to do. The
waiver of fees by the Adviser is currently limited to that portion of the
advisory fee it retains and it is currently expected that the Adviser will
continue this policy. In view of this, the increase in the sub- advisory fee
contemplated under the proposed arrangement with Warburg may limit the extent to
which the Adviser may in the future waive a portion of the advisory fee. For
further information about the Sub-Advisory fees and the differences and
similarities between the Sub-Advisory agreements see the discussion below under
"Comparison of the Warburg Sub-Advisory Agreement and the BIA Agreement."
The Fund currently offers four classes of shares, Class A shares, Class B,
Class C shares and Class Y shares. Class A shares have a front-end sales charge
and pay an ongoing distribution fee at the annual rate of .25% of the Fund's
average daily net assets. Class B shares are not subject to a front-end sales
charge, but are subject to a contingent deferred sales charge ("CDSC") if
redeemed within seven years of purchase, and pay ongoing distribution and
shareholder service fees at the annual rate of .75% and .25%, respectively, of
the Fund's average daily net assets for a period of eight years, after which
they convert automatically to Class A shares. Class C shares are not subject to
a front-end sales charge, but are subject to a CDSC if redeemed within the first
year of purchase, pay ongoing distribution and shareholder service fees at the
annual rate of .75% and .25%, respectively, of the Fund's average daily net
assets, and do not have a conversion feature. Class Y shares are not subject to
any front-end or contingent deferred sales charges, and do not bear any ongoing
distribution or shareholder service fees. However, Class Y shares are only
available to (i) all shareholders of record as of December 30, 1994 in one or
more of the Funds for which Evergreen Asset Management Corp. ("Evergreen
Asset"), a wholly-owned subsidiary of the Adviser, serves as investment adviser,
(ii) certain institutional investors and (iii) investment advisory clients of
the Adviser, Evergreen Asset or their affiliates.
PROPOSAL 1: APPROVAL OF THE SELECTION OF WARBURG AS SUB-ADVISER FOR THE FUND
AND APPROVAL OF THE SUB-ADVISORY AGREEMENT RELATING TO THE FUND
BETWEEN THE ADVISER AND WARBURG
The Board of Trustees has determined that it would be in the best
interest of the Fund and its Shareholders to retain Warburg as the Sub-Adviser
of the Fund and, therefore, is recommending that Shareholders of the Fund
approve Warburg as the Sub-Adviser of the Fund and approve the Warburg
Sub-Advisory Agreement between the Adviser and Warburg. The Trustees of the
Trust, including all of the Trustees who are not "interested persons" of the
Trust, approved the Warburg Sub-Advisory Agreement with respect to the Fund on
August 1, 1996.
INFORMATION ABOUT THE ADVISER. The Adviser's principal business address is 301
South College, Charlotte, NC 28288. Under an Investment Advisory Agreement
between the Trust and the Adviser (the "Advisory Agreement") dated February 28,
1985, as amended with respect to the Fund on July 28, 1994 the Adviser has,
subject to the supervision and direction of the Board of Trustees, general
oversight responsibility for the investment advisory services provided to the
Fund. In connection therewith, the Adviser, among other things, participates in
the formulation of the Fund's investment policies, analyzes economic trends,
monitors expenses, monitors the brokerage and research services, selects
Sub-Advisers and monitors and evaluates the services provided by the Fund's
Sub-Adviser. In this instance, the Adviser recommends the selection of Warburg
as the new Sub-Adviser to the Fund and recommends that the Shareholders vote to
approve the Warburg Sub-Advisory Agreement.
Neither the Advisory Agreement nor the fees to which the Adviser is
entitled under the Advisory Agreement will change or increase as a consequence
of the Warburg Sub-Advisory Agreement. Pursuant to the Advisory Agreement, the
Adviser pays any sub-advisory fees out of its advisory fees. For the services
provided and expenses assumed pursuant to the Advisory Agreement, the Adviser is
paid a monthly fee at the annual rate of .82 of 1% of the first $20 million of
average daily net assets; .79 of 1% of the next $30 million of average daily net
assets; .76 of 1% of the next $50 million of average daily net assets; and .73
of 1% of average daily net assets in excess of $100 million. The Adviser retains
only the net amount of the foregoing advisory fees that remains after the
Adviser pays the Fund's Sub-Adviser the sub-advisory fees to which it is
entitled as described herein. During the fiscal year ended October 31, 1995,
$86,917 in advisory fees were paid by the Fund to the Adviser, and $116,844 in
advisory fees were paid by the Adviser to BIA.
DESCRIPTION OF SUB-ADVISER. Warburg is located at 466 Lexington Avenue, New
York, New York 10017-3147. Warburg is a professional investment counselling firm
that provides investment services to investment companies, employee benefit
plans, endowment funds, foundations and other institutions and individuals. As
of June 30, 1996, Warburg managed approximately $____ billion of assets,
including approximately $__ billion of investment company assets. The Directors
of Warburg are Mr. Lionel I. Pincus, Chief Executive Officer, Mr. John L. Furth,
Chairman of the Board of Directors, and Mr. John L. Vogelstein. Incorporated in
1970, Warburg is a wholly-owned subsidiary of Warburg, Pincus Counsellors G.P.
("Counsellors G.P."), a New York general partnership. E.M. Warburg Pincus & Co.,
Inc. ("EMW") controls Warburg through its ownership of a class of voting
preferred stock of Warburg. Counsellors G.P. has no business other than being a
holding company of Warburg and its subsidiaries. Each Director's address is the
same as Warburg's address, and his principal occupation is his position with
Warburg and its affiliates. Lionel I. Pincus may be deemed a controlling person
of EMW.
Warburg currently provides investment advisory or sub-advisory services to
the following investment company portfolios that have investment objectives
similar to the Fund. Warburg provides these services pursuant to the fee
arrangements described below as of August 1, 1996. Warburg was waiving, as of or
all of the fees payable by certain of the portfolios listed below. These waivers
are not reflected in the table.
NAME OF AMOUNT OF ASSETS RATE OF
INVESTMENT COMPANY UNDER MANAGEMENT COMPENSATION
- ------------------------------------ ---------------- ------------
Warburg Pincus International Equity Fund ...... $____________ 1.00%
Warburg Pincus Institutional Fund, Inc.
-- International Equity Portfolio ..... $____________ 0.80%
Warburg Pincus Trust
-- International Equity Portfolio .... $____________ 1.00%
The GCG Trust
-- Global Account ..................... $____________ 0.60% of
the first
$500 million;
0.50% of
assets
over $500
million
The Sierra Variable Trust
-- International Growth Fund........... $____________ 0.50%
In the event Shareholders of the Fund do not approve the adoption of
the Warburg Sub-Advisory Agreement at the Meeting to which this Proxy Statement
relates, the Trustees will consider an appropriate course of action to take.
COMPARISON OF THE WARBURG SUB-ADVISORY AGREEMENT AND THE BIA AGREEMENT. A copy
of the form of the Warburg Sub-Advisory Agreement is attached as Exhibit A to
this Proxy Statement. The following discussion of the Warburg Sub-Advisory
Agreement is qualified in its entirety by reference to Exhibit A. The BIA
Agreement between the Adviser and BIA is dated as of July 28, 1994. The sole
shareholder of the Fund initially approved BIA as the Fund's Sub-Adviser on
August 23, 1994.
The Warburg Sub-Advisory Agreement, which the Adviser and Warburg
negotiated, contains several significant changes when compared to the BIA
Agreement. Under the Warburg Sub-Advisory Agreement, Warburg will be entitled to
a fee of .55% of the average daily net assets of the Fund on an annual basis. In
contrast, BIA was entitled to a fee of .32 of 1% of the first $20 million of
average daily net assets; .29 of 1% of the next $30 million of average daily net
assets; .26 of 1% of the next $50 million of average daily net assets; and .23
of 1% of average daily net assets in excess of $100 million. On August 1, 1996,
the net assets of the Fund were $_____________. At all asset levels the fee
Warburg would receive would exceed the fee BIA would have received from the
Adviser. In any case, however, the proposed fee to be paid to Warburg will not
effect the maximum advisory fees payable by the Fund because there will be no
change in the overall advisory fee paid to the Adviser, out of which Warburg, as
Sub-Adviser would be paid its fee, just as BIA is currently paid. However, as
discussed above, the Adviser has waived and may in the future continue to waive
a portion of the overall advisory fee from the Fund. For the period ended
October 31, 1995 advisory fee waivers and Fund expenses assumed by the Adviser
totaled .65 of 1% of annualized average daily net assets of the Fund, and for
the period ended April 30, 1996 advisory fee waivers and Fund expenses assumed
by the Adviser totalled .50 of 1% of annualized average daily net assets. Since
May 3, 1996, the Adviser voluntarily set the advisory fee waiver at .36 of 1% of
average daily net assets. It is the current intention of the Adviser, should the
proposed Warburg Sub-Advisory Agreement be approved, to reduce current fee
waivers and assumptions of Fund expenses to at least a level that would permit
recovery of the entire sub-advisory fee due Warburg. Accordingly, implementation
of the proposed Warburg Sub-Advisory Agreement would result in an increase in
Fund expenses of no less than .14 of 1% of annualized average daily net assets
at current asset and expenses levels should fee waivers and assumption of
expenses be reduced in the manner described in the preceding sentence. For
further information and an illustration of the effect of the proposed
transaction on Fund expenses, see "Fund Expenses" below.
The Warburg Sub-Advisory Agreement also contains a number of provisions
that are similar to those in the BIA Agreement or that are governed by
applicable law. For example, both agreements provide that the Sub-Adviser may
consider brokerage and research services when it evaluates the best price and
execution available from brokers or dealers for particular securities
transactions. In addition, Warburg is permitted, when it deems it in the best
interest of the Fund and as permitted by law, to aggregate purchase or sale
orders to obtain lower brokerage commissions, if any, and/or the most favorable
execution.
<PAGE>
The Warburg Sub-Advisory Agreement also contains more extensive
indemnification provisions than the BIA Agreement and these indemnification
provisions are reciprocal between the Adviser and Warburg. However, these
provisions do not require the Fund to provide indemnification; nor do they
provide specific indemnification to the Fund. These indemnification provisions
provide, among other things, that the Adviser shall indemnify Warburg against
any loss arising from the Warburg Sub-Advisory Agreement that may be based on
any untrue statement (or omission) of a material fact contained in the Trust's
registration statement, unless such statement or omission was made in reliance
on written information furnished by Warburg and except to the extent such losses
result from willful misfeasance, bad faith, gross negligence or reckless
disregard on the part of Warburg. The Warburg Sub-Advisory Agreement provides
similar assurances to the Adviser for losses arising out of Warburg's failure to
perform its responsibilities to the Fund, the Trust or the Adviser.
SUB-ADVISER'S DUTIES UNDER THE WARBURG SUB-ADVISORY AGREEMENT. Under the Warburg
Sub-Advisory Agreement, Warburg is responsible for the investment decisions for
the Fund, and continual review, supervision and management of the Fund's
investment program in accordance with the Fund's investment objective and
policies. Warburg will discharge its responsibilities subject to the supervision
of the Adviser. The Adviser will discharge its responsibilities of evaluating
the investment services provided by Warburg and monitoring the Fund's investment
performance subject to the supervision of the Board of Trustees.
FUND EXPENSES. The table below sets forth information summarizing the expenses
paid by the Fund, which includes the proposed level of fees payable to Warburg
as Sub-Adviser. Under the Warburg Sub-Advisory Agreement, the Adviser will pay
Warburg a fee calculated daily and paid monthly, at an annual rate of .55% of
the average daily net assets of the Fund. As noted above, the Fund's expenses
would increase upon approval of the Warburg Sub-Advisory Agreement:
EVERGREEN INTERNATIONAL EQUITY FUND
PRO FORMA SHAREHOLDER
TRANSACTION EXPENSES
-------------------------------- UNDER UNDER
CURRENT AGREEMENT PROPOSED AGREEMENT
----------------- ------------------
SHAREHOLDER TRANSACTION FEES
Class A shares (maximum sales charge
imposed on purchase as a percentage of
offering price) ........................... 4.75%** 4.75%**
Class B shares (deferred sales charge) .... 5.00% 5.00%
Class C shares (deferred sales charge) .... 1.00% 1.00%
Class Y shares ............................ None None
PRO FORMA ANNUAL FUND OPERATING EXPENSES*
(AS A PERCENTAGE OF AVERAGE NET ASSETS)
---------------------------------------
UNDER UNDER
CURRENT AGREEMENT PROPOSED AGREEMENT
----------------- ------------------
Advisory Fees (after voluntary waivers
or reimbursements)
Class A shares ........................... 0.41% 0.55%
Class B shares ........................... 0.41% 0.55%
Class C shares ........................... 0.41% 0.55%
<PAGE>
Class Y shares ........................... 0.41% 0.55%
12B-1 AND SHAREHOLDER SERVICE FEES
Class A shares ........................... 0.25% 0.25%
Class B shares ........................... 1.00% 1.00%
Class C shares ........................... 1.00% 1.00%
Class Y shares ........................... None None
OTHER EXPENSES
Class A shares ........................... 0.70% 0.70%
Class B shares ........................... 0.70% 0.70%
Class C shares ........................... 0.70% 0.70%
Class Y shares ........................... 0.70% 0.70%
TOTAL FUND OPERATING EXPENSES
Class A shares ........................... 1.47% 1.61%
Class B shares ........................... 2.12% 2.26%
Class C shares ........................... 2.12% 2.26%
Class Y shares ........................... 1.11% 1.25%
- - ----------
* Based on the experience of the Fund for the semi-annual period ended April 30,
1996.
**The initial sales charge is reduced for purchases of $50,000 and over,
decreasing to zero for purchases of $1,000,000 and over. See "How to Buy Shares
- -- Class A Shares - Front End Sales Charge Alternative" in the Fund's
prospectuses.
EXAMPLE
Assuming a hypothetical investment of $1,000, a 5% annual return and redemption
at the end of each time period, an investor in the shares above would have paid
transaction and operating expenses at the end of each year as follows:
1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
CLASS A SHARES(1)
Current Agreement .......................... $62 92 124 215
Proposed Agreement (Pro Forma) ............. $63 96 131 230
CLASS B SHARES
Current Agreement assuming a complete
redemption end of period(2) ................ $72 96 134 221
Current Agreement assuming no
redemption(4) ............................. $22 66 114 221
Proposed Agreement (Pro Forma) assuming
a complete redemption at end of period(2) .. $73 101 141 236
Proposed Agreement (Pro Forma) assuming no
redemption(4) ............................. $23 71 121 236
CLASS C SHARES
Current Agreement assuming a
complete redemption at end of period(2) .... $33 66 114 245
<PAGE>
Current Agreement assuming no
redemption(4) ............................. $22 66 114 245
Proposed Agreement (Pro Forma) assuming
a complete redemption at end of period(2) .. $33 66 114 260
Proposed Agreement (Pro Forma)
assuming no redemption(4) .................. $23 66 114 260
CLASS Y SHARES
Current Agreement assuming a
complete redemption at end of period(2) .... $11 35 61 135
Proposed Agreement (Pro Forma) assuming
a complete redemption at end of period(2) .. $13 40 69 151
- - ----------
(1) Assumes deduction at the time of purchase of maximum initial sales charge.
(2) Assumes deduction of maximum applicable contingent deferred sales charge.
(3) Assumes that conversion to Class A Shares does not occur.
(4) Assumes no deduction of contingent deferred sales charge.
THIS EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR
FUTURE EXPENSES. ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN.
For the fiscal year ended October 31, 1995, the aggregate fee paid by
the Adviser to BIA, the current Sub-Adviser, for services on behalf of the Fund
was $116,844.
DURATION AND TERMINATION. Once approved by vote of a majority of the outstanding
voting securities of the Fund in accordance with the requirements of the
Investment Company Act of 1940, as amended (the "Act"), and unless sooner
terminated, the Warburg Sub-Advisory Agreement will continue in effect for an
initial period of one year from the date of its execution. Thereafter, if not
terminated, the Warburg Sub-Advisory Agreement will continue in effect for the
Fund for successive periods of 12 months, provided that such continuation is
specifically approved at least annually (a) by the vote of a majority of those
members of the Trust's Board of Trustees who are not interested persons of the
Trust, the Adviser, or Warburg, cast in person at a meeting called for the
purpose of voting on such approval, and (b) by the vote of a majority of the
Trust's Board of Trustees or by the vote of a majority of the outstanding shares
of the Fund. The Warburg Sub-Advisory Agreement may be terminated as to the Fund
at any time, without the payment of any penalty, on sixty (60) days' written
notice by the Adviser, the Board of Trustees, or by vote of a majority of the
Fund's Shareholders or upon ninety (90) days' written notice by Warburg. The
Warburg Sub-Advisory Agreement will immediately terminate in the event of its
assignment or in the event the Advisory Agreement between the Trust and the
Adviser is terminated.
TRUSTEES' CONSIDERATIONS. In recommending that the Shareholders approve the
Warburg Sub-Advisory Agreement, the Trustees reviewed and evaluated the
experience of Warburg and its key personnel and the nature and quality of
services expected to be delivered to the Fund by Warburg. The Trustees noted
Warburg's performance history and its practice of broadly diversifying its
international portfolios on a country basis. Additional factors considered by
the Trustees included, but were not limited to, the following: Warburg's depth
of experience in advising international equity funds and complying with
regulations applicable thereto, Warburg's credit analysis team, the amount and
nature of assets under management by Warburg and marketing considerations. The
Trustees also reviewed the fees to be paid to Warburg in comparison to those
charged in the relevant segment of the mutual fund business. The Board also
considered that the Warburg Sub-Advisory Agreement requires Warburg, when
executing transactions for the Fund and selecting brokers or dealers, to assess
the best overall terms available and attempt to obtain the best net price and
most favorable execution of its orders.
<PAGE>
THE TRUSTEES RECOMMEND THAT THE SHAREHOLDERS VOTE FOR THE PROPOSAL ---
GENERAL INFORMATION ABOUT THE TRUST AND OTHER MATTERS
DISTRIBUTION. Evergreen Funds Distributor, Inc. ("EFD"), an indirect
wholly-owned subsidiary of Furman Selz LLC ("Furman"), is located at 230 Park
Avenue, New York, New York 10169 and serves as distributor of the Trust's
shares.
ADMINISTRATION. Evergreen Asset Management Corp., a wholly-owned subsidiary of
the Adviser, provides shareholder services and other administrative services to
the Trust and is located at 2500 Westchester Avenue, Purchase, New York 10577.
Furman serves as sub-administrator to the Fund and in that capacity provides
personnel to act as officers of the Fund.
FUND BROKERAGE TRANSACTIONS. For the fiscal year ended October 31, 1995, the
Trust paid no brokerage commissions to affiliated broker-dealers.
5% SHAREHOLDERS. As of August 1, 1996, there were no persons who were record
owners, or to the knowledge of the Trust, beneficial owners of 5% or more of
shares of the Fund. As of August 1, 1996, the Trustees and executive officers of
the Trust owned in the aggregate less than 1% of the shares of the Fund.
SOLICITATION OF VOTES. Proxy solicitations will be made primarily by mail, but
proxy solicitations may also be made by telephone, telegraph or personal
solicitations conducted by officers and employees of the Adviser, its affiliates
or other representatives the Trust (who will not be paid for their solicitation
activities). The Trust may also retain Shareholder Communications Corporation
("SCC") to assist in the proxy solicitation process, and SCC may contact certain
shareholders of the Fund over the telephone. Shareholders that are contacted by
SCC may be asked to cast their vote by telephonic proxy. Such proxies will be
recorded in accordance with the procedures set forth below. FUNB believes these
procedures are reasonably designed to ensure that the identity of the
shareholder casting the vote is accurately determined and that the voting
instructions of the shareholder are accurately reflected. SCC has received an
opinion of Dechert Price & Rhoads LLP that addresses the validity, under the
applicable law of the Commonwealth of Massachusetts, of a proxy given orally.
The opinion given by Dechert Price & Rhoads LLP concludes that a Massachusetts
court would find that there is no Massachusetts law or Massachusetts public
policy against the acceptance of proxies signed by an orally-authorized agent.
In all cases where a telephonic proxy is solicited, the SCC
representative will ask you for your full name, address, social security or
employer identification number, title (if you are authorized to act on behalf of
an entity, such as a corporation), and number of shares owned. If the
information solicited agrees with the information provided to SCC by the
Adviser, then the SCC representative will explain the process, read the
proposals listed on the proxy card and ask for your instructions on each
proposal. The SCC representative, although he or she will answer questions about
the process, will not recommend to the shareholder how he or she should vote,
other than to read any recommendations set forth in this Proxy Statement. Within
72 hours, SCC will send you a letter or mailgram to confirm your vote and asking
you to call SCC immediately if your instructions are not correctly reflected in
the confirmation.
If you wish to participate in the Meeting, but do not wish to give your
proxy by telephone, you may still submit the proxy card included with this Proxy
Statement or attend in person. Any proxy given by you, whether in writing or by
telephone, is revocable.
ADJOURNMENT. In the event that sufficient votes in favor of the Proposal set
forth in the Notice of the Special Meeting are not received by the time
scheduled for the Meeting, the persons named as proxies may propose one or more
adjournments of the Meeting with respect to the Proposal for a period or periods
of not more than 60 days in the aggregate to permit further solicitation of
proxies with respect to such Proposal. Any such adjournment will require the
affirmative vote of a majority of the votes cast on the question in person or by
proxy at the session of the Meeting to be adjourned. The persons named as
proxies will vote in favor of such adjournment those proxies which they are
entitled to vote in favor of the Proposal. They will vote against any such
adjournment those proxies required to be voted against the Proposal. The costs
of any such additional solicitation and of any adjourned session will be borne
by the Fund.
<PAGE>
REQUIRED VOTE. Approval of the Proposal requires the affirmative vote of a
majority of the outstanding shares of the Fund. As defined in the Act, "majority
of the outstanding shares" means the vote of (i) 67% or more of the Fund's
outstanding shares present at a meeting, if the holders of more than 50% of the
outstanding shares of the Fund are present or represented by proxy, or (ii) more
than 50% of the Fund's outstanding shares, whichever is less. Abstentions and
"broker non-votes" will not be counted for or against any proposal to which they
relate, but will be counted for purposes of determining whether a quorum is
present. Abstentions will be counted as votes present for purposes of
determining a "majority of the outstanding voting securities" present at the
Meeting, and will therefore have the effect of counting against the Proposal.
SHAREHOLDER PROPOSALS. The Trust does not hold annual shareholder meetings.
Shareholders wishing to submit proposals for inclusion in a proxy statement for
a subsequent meeting should send their written proposals to Evergreen Investment
Trust, 2500 Westchester Avenue, Purchase, New York 10577 c/o Secretary of the
Trust.
REPORTS TO SHAREHOLDERS. The Trust will furnish, without charge, a copy of the
most recent Annual Report to Shareholders of the Fund and the most recent
Semi-Annual Report on request. Requests should be directed to the Trust at 2500
Westchester Avenue, Purchase, New York 10577 , or by calling (800)
_____________.
OTHER MATTERS. The Trustees know of no other business to be brought before the
Meeting. However, if any other matters properly come before the meeting, it is
their intention that proxies which do not contain specific restrictions to the
contrary will be voted on such matters in accordance with the judgment of the
persons named in the enclosed form of proxy.
Dated: August 18, 1996
SHAREHOLDERS ARE URGED TO COMPLETE, SIGN AND DATE THE ENCLOSED PROXY AND RETURN
IT PROMPTLY.
<PAGE>
EXHIBIT A
SUB-ADVISORY AGREEMENT
This AGREEMENT is made and entered into on this __ day of October,
1996, between First Union National Bank of North Carolina (the "Adviser"), a
National Banking Association, and WARBURG, PINCUS COUNSELORS, INC. (the
"Subadviser"), a Delaware corporation registered under the Investment
Advisers Act of 1940, as amended (the "Advisers Act").
WITNESSETH
WHEREAS, Evergreen Investment Trust (the "Trust") is registered with
the Securities and Exchange Commission (the "SEC") as an open-end management
investment company under the Investment Company Act of 1940, as amended (the
"1940 Act");
WHEREAS, the Adviser has, pursuant to an Investment Advisory Agreement
with the Trust dated as of July 28, 1994 (the "Advisory Agreement"), been
retained to act as investment adviser for the Evergreen International Equity
Fund (the "Fund"), one of the Trust's portfolios;
WHEREAS, the Advisory Agreement permits the Adviser to delegate certain
of its duties under the Advisory Agreement to other investment advisers, subject
to the requirements of the 1940 Act; and
WHEREAS, the Adviser desires to retain Subadviser to assist it in the
provision of a continuous investment program for that portion of the Fund's
assets which the Adviser will assign to the Subadviser (the "Subadviser
Assets"), the Subadviser is willing to render such services subject to the terms
and conditions set forth in this Agreement.
NOW, THEREFORE, the parties do mutually agree and promise as follows:
1. Investment Description: Appointment as Subadviser. The Fund desires
to employ its capital by investing and reinvesting in securities of the kind and
in accordance with the limitations specified in the Trust's Declaration of Trust
and By-Laws, as may be amended from time to time (the "Charter Documents"), and
in its Prospectus and Statement of Additional Information, as may be in effect
from time to time (collectively, the "Prospectus") and which are filed with the
Securities and Exchange Commission as part of the Trust's Registration Statement
on Form N-1A, as amended from time to time, and in such manner and to such
extent as may be approved by the Board of Trustees of the Trust. Copies of the
Prospectus and Charter Documents, each as currently in effect, have been or will
be submitted to the Subadviser. The Adviser hereby retains the Subadviser to act
as investment adviser for and to manage the Subadviser Assets subject to the
supervision of the Adviser and the Board of Trustees of the Trust and subject to
the terms of this Agreement; and the Subadviser hereby accepts such employment.
In such capacity, the Subadviser shall be responsible for the investment
management of the Subadviser Assets. It is recognized that the Subadviser now
acts, and that from time to time hereafter may act, as investment adviser to one
or more other investment companies and to fiduciary or other managed accounts
and that the Adviser and the Trust have no objection to such activities so long
as the services rendered hereunder are not impaired.
2. Duties of Subadviser.
(a) Investments. The Subadviser is hereby authorized and directed and
hereby agrees, subject to the stated investment policies and
restrictions of the Fund as set forth in the Prospectus and subject to
the directions of the Adviser and the Trust's Board of Trustees, to
purchase, hold and sell investments for the Subadviser Assets ("Fund
Investments") and to monitor on a continuous basis the performance of
such Fund Investments. Subject to the supervision of the Board of
Trustees and the Adviser, the Subadviser will: (1) manage the
Subadviser Assets in accordance with the Fund's investment objective,
policies and limitations as stated in the Prospectus and the Charter
Documents and as the objective, policies and limitations apply to the
Subadviser Assets and in compliance with the 1940 Act and the Advisers
Act; (2) make investment decisions for the Fund; (3) place purchase and
sale orders for portfolio transactions for the Fund; and (4) manage
otherwise uninvested cash assets included in the Subadviser Assets. In
providing these services, the Subadviser will conduct a continual
program of investment, evaluation and, if appropriate, sale and re-
investment of the Subadviser Assets. The Adviser agrees to provide to
the Subadviser such assistance as may be reasonably requested by the
Subadviser in connection with its activities under this Agreement,
including, without limitation, information concerning the Fund, its
funds available, or to become available, for investment and generally
as to the conditions of the Fund's affairs.
(b) Compliance with Applicable Laws and Governing Documents. In the
performance of its duties and obligations under this Agreement, the
Subadviser shall act in conformity with the Trust's Declaration of
Trust and By-Laws and the Prospectus and with the instructions and
directions received in writing from the Adviser or the Board of
Trustees of the Trust and will act in conformity with the requirements
of the 1940 Act, the Internal Revenue Code of 1986, as amended (the
"Code") (including the requirements for qualification as a regulated
investment company) and all other applicable federal and state laws and
regulations. Notwithstanding the foregoing, the Adviser shall remain
responsible for ensuring the Fund's overall compliance with the 1940
Act, the Code and all other applicable federal and state laws and
regulations and the Subadviser is only obligated to comply with
subsection (b) with respect to the Subadviser Assets.
The Adviser will provide the Subadviser with reasonable
advance notice of any change in the Fund's investment objectives,
policies and restrictions as stated in the Prospectus. and the
Subadviser shall act in conformity with such changes, provided that the
Subadviser has received reasonable advance written notice of such
changes from the Trust or the Adviser. The Adviser acknowledges and
agrees that the Prospectus will at all times be in compliance with all
disclosure requirements under all applicable federal and state laws and
regulations relating to the Trust or the Fund, including, without
limitation, the 1940 Act, and the rules and regulations thereunder, and
that the Subadviser shall have no liability in connection therewith,
except as to the accuracy of material information furnished in writing
by the Subadviser to the Fund or to the Adviser specifically for
inclusion in the Prospectus. The Subadviser hereby agrees to provide
upon request to the Adviser in a timely manner such information
relating to the Subadviser and its relationship to, and actions for,
the Fund as may be required to be contained in the Prospectus.
In fulfilling these requirements and its other requirements
and obligations hereunder, the Subadviser shall be entitled to rely on
and act in accordance with, and the Adviser agrees to hold the
Subadviser harmless for relying on and acting in accordance with, (1)
information, which is not clearly inaccurate on its face, provided to
it by the Trust's administrator, fund accountant or custodian and (2)
instructions, which may be standing instructions, from the Adviser. The
Adviser agrees to provide or cause to be provided to the Subadviser on
an ongoing basis upon request by the Subadviser, such information as is
reasonably requested by the Subadviser for the performance of its
obligations under this Agreement, and the Subadviser shall not be in
breach of any term of this Agreement or be deemed to have acted
negligently if the Adviser fails to provide or cause to be provided
such information and the Subadviser relies on the information most
recently furnished to it.
(c) Voting of Proxies. Unless the Adviser notifies the Subadviser
otherwise, the Subadviser shall have the power to vote, either in
person or by proxy, all securities in which the Subadviser Assets may
be invested from time to time, and shall not be required to seek or
take instructions from, the Adviser or the Fund or take action with
respect thereto. If both the Subadviser and another entity managing
assets of the Fund have invested in the same security, the Subadviser
and such other entity will each have the power to vote its pro rata
share of the security.
(d) Brokerage. The Subadviser is authorized, subject to the supervision
of the Adviser and the Trust's Board of Trustees, to establish and
maintain accounts on behalf of the Fund with, and place orders for the
purchase and sale of the Fund investments with or through, such
persons, brokers or dealers ("brokers") as Subadviser may elect and
negotiate commissions to be paid on such transactions. The Subadviser,
however, is not required to obtain the consent of the Adviser or the
Trust's Board of Trustees prior to establishing any such brokerage
account. The Subadviser shall place all orders for the purchase and
sale of portfolio investments for the Fund's account with brokers
selected by the Subadviser. In the selection of such brokers and the
placing of such orders, the Subadviser shall use its reasonable efforts
to seek to obtain for the Fund the most favorable price and execution
available, except to the extent it may be permitted to pay higher
brokerage commissions for brokerage and research services, as provided
below. in using its reasonable efforts to obtain for the Fund the most
favorable price and execution available, the Subadviser, bearing in
mind the Fund's best interests at all times, shall consider all factors
it deems relevant, including price, the size of the transaction, the
breadth and nature of the market for
<PAGE>
the security, the difficulty of the execution, the amount of the
commission, it any, the timing of the transaction, market prices and
trends, the reputation, experience and financial stability of the
broker involved, and the quality of service rendered by the broker or
dealer in other transactions. Subject to such policies as the Trustees
may determine, or as may be mutually agreed to by the Adviser and the
Subadviser, the Subadviser shall not be deemed to have acted unlawfully
or to have breached any duty created by this Agreement or otherwise
solely by reason of its having caused the Fund to pay a broker that
provided brokerage and research services to the Subadviser an amount of
commission for effecting a Fund investment transaction that is in
excess of the amount of commission that another broker would have
charged for effecting that transaction.
It is recognized that the services provided by such brokers
may be useful to the Subadviser in connection with the Subadviser's
services to other clients. On occasions when the Subadviser deems the
purchase or sale of a security to be in the best interests of the Fund
as well as other clients of the Subadviser, the Subadviser, to the
extent permitted by applicable laws and regulations, may, but shall be
under no obligation to, aggregate the securities to be sold or
purchased in order to obtain the most favorable price or lower
brokerage commissions and efficient execution. In such event,
allocation of securities so sold or purchased, as well as the expenses
incurred in the transaction, will be made by the Subadviser in the
manner the Subadviser considers to be the most equitable and consistent
with its fiduciary obligations to the Fund and to such other clients
over time. It is recognized that in some cases, this procedure may
adversely affect the price paid or received by the Fund or the size of
the position obtainable for, or disposed of by, the Fund.
(e) Securities Transactions. The Subadviser and any affiliated person
of the Subadviser will not purchase securities or other instruments
from or sell securities or other instruments to the Fund; provided,
however, the Subadviser may purchase securities or other instruments
from or sell securities or other instruments to the Fund if such
transaction is permissible under applicable laws and regulations,
including, without limitation, the 1940 Act and the Advisers Act and
the rules and regulations promulgated ~hereunder.
The Subadviser, including its Access Persons (as defined in
subsection (e) of Rule 17j-l under the 1940 Act), agrees to observe and
comply with Rule 17j-l and its Code of Ethics (which shall comply in
all material respects with Rule 17j-l, as the same may be amended from
time to time). On a quarterly basis, the Subadviser will either (i)
certify to the Adviser that the Subadviser and its Access Persons have
complied with the Subadviser's Code of Ethics with respect to the
Subadviser Assets or (ii) identify any material violations which have
occurred with respect to the Subadviser Assets. in addition, Subadviser
will report at least annually to the Adviser concerning any other
violations of the Subadviser's Code of Ethics which required
significant remedial action and which were not previously reported.
(f) Books and Records. Pursuant to the 1940 Act and the rules and
regulations promulgated thereunder, the Subadviser shall maintain
separate books and records of all matters pertaining to the Subadviser
Assets (the "Fund's Books and Records"). The Fund's Books and Records
(relating to the Subadviser Assets) shall be the property of the Trust
and shall be available to the Adviser at any time upon reasonable
request during normal business hours and shall be available for
telecopying without unreasonable delay to the Adviser during any day
that the Fund is open for business. Notwithstanding the foregoing, if
the Adviser takes possession of any of the Fund's books and records,
the Subadviser shall be entitled to retain a copy of any such books and
records.
(g) Information Concerning Fund Investments and Subadviser. From time
to time as the Adviser or the Fund may reasonably request, the
Subadviser will furnish the requesting party reports on portfolio
transactions and reports on Fund Investments held in the portfolio, all
in such detail as the Adviser or the Fund may reasonably request. The
Subadviser will also inform the Adviser in a timely manner of material
changes in portfolio managers responsible for Subadviser Assets or of
material changes in the control of the Subadviser. The Subadviser wilt
make available its officers and employees to meet with the Trust's
Board of Trustees on reasonable notice to review the Fund investments.
Under normal circumstance, employees of the Subadviser shall not be
obligated to attend in person more than one Board meeting per year.
(h) Custody Arrangements. The Subadviser shall on each business day
provide the Adviser and the Trust's custodian such information as the
Adviser and the Trust's custodian may reasonably request relating to
all transactions concerning the Fund Investments.
<PAGE>
3. Independent Contractor. In the performance of its duties hereunder, the
Subadviser is and shall be an independent contractor and unless otherwise
expressly provided herein or otherwise authorized in writing, shall have no
authority to act for or represent the Fund or the Adviser in any way or
otherwise be deemed an agent of the Fund or the Adviser.
4. Expenses. During the term of this Agreement, Subadviser will pay all expenses
incurred by it in connection with its activities under this Agreement other than
the cost of securities, commodities and other investments (including brokerage
fees and commissions and other transaction charges, if any) purchased for the
Fund. The Adviser, the Trust and the Fund, to the extent agreed between them,
shall be responsible for all expenses of the operations of the Fund including,
without limitation, brokerage fees and commissions and other transaction
charges, if any. The Subadviser shall not be responsible for the Trust's, the
Fund's or the Adviser's expenses. The Adviser shall reimburse the Subadviser, or
cause the Subadviser to be reimbursed, for any expenses of the Trust, the Fund
or the Adviser as may reasonably be incurred by the Subadviser on behalf of the
Fund or the Adviser, including without limitation all expenses incurred by the
Subadviser in connection with the attendance in person by any officer or
employee of the Subadviser at the request of the Adviser or the Trust, at any
meeting of the Board of Trustees (which expense shall be solely that of the
Adviser). The Subadviser shall keep and supply to the Trust and the Adviser
reasonable records of all such expenses.
5. Compensation. For the services provided and the expenses assumed with respect
to the Fund pursuant to this Agreement, the Subadviser will be entitled to a
fee, computed daily and payable no later than the seventh (7th) business day
following the end of each month, from the Adviser, calculated at the annual rate
of .55% of the average daily net value of the Subadviser Assets'.
The method of determining net assets of the Fund for purposes hereof
shall be the same as the method of determining net assets for purposes of
establishing the offering and redemption price of the shares as described in the
Fund's Prospectus. if this Agreement shall be effective for only a portion of a
month, the aforesaid fee shall be prorated for the portion of such month during
which~this Agreement is in effect. Notwithstanding any other provision of this
Agreement, the Subadviser may from time to time agree not to impose all or a
portion of its fee otherwise payable hereunder (in advance of the time such fee
or portion thereof would otherwise accrue). Any such fee reduction may be
discontinued or modified by the Subadviser at any time. The Subadviser further
agrees that to the extent the overall advisory fee has been reduced by any
amount necessary to prevent the expenses of the Fund (exclusive of taxes,
interest, brokerage commissions and extraordinary expenses, but inclusive of the
advisory fees) from exceeding the most restrictive of the expense limitations
imposed by state securities commissions of the states in which the Fund's shares
are then registered or qualified for sale, the fee payable to the Subadviser as
provided for in the immediately preceeding Paragraph will be reduced in an
amount equal to the amount of said reduction time the percentage that the fee
payable to the Subadviser bears to the total advisory fees payable with respect
to the Fund. Reimbursement, when necessary, will be made monthly in the same
manner in which the advisory fee is paid.
6. Representations and Warranties of Subadviser. The Subadviser represents
and warrants to the Adviser and the Fund as follows:
(a) The Subadviser is registered as an investment adviser under the
Advisers Act;
(b) The Subadviser is a corporation duly organized and validly existing
under the laws of the State of Delaware with the power to own and
possess its assets and carry on its business as it is now being
conducted;
(c) The execution, delivery and performance by the Subadviser of this
Agreement are within the Subadviser's powers and have been duly
authorized by all necessary action on the part of its directors,
trustees and/or shareholders, and no action by or in respect of, or
filing with, any governmental body, agency or official is required on
the part of the Subadviser for the execution, delivery and performance
by the Subadviser of this Agreement, and the execution, delivery~and
performance by the Subadviser of this Agreement do not contravene or
constitute a default under (i) any provision of applicable law, rule or
regulation, (ii) the Subadviser's governing instruments, or (iii) any
material agreement, judgment, injunction, order, decree or other
instrument binding upon the Subadviser;
(d) The Form ADV of the Subadviser previously provided to the Adviser
is a true and complete copy of the form filed with the SEC and the
information contained therein is accurate and complete in all material
respects.
<PAGE>
7. Representations and Warranties of Adviser. The Adviser represents and
warrants to the Subadviser as follows:
(a) The Adviser is registered as an investment adviser under the
Advisers Act or is not required to be so registered;
(b) The Adviser is a National Banking Association duly organized and
validly existing under the laws of the United States of America with
the power to own and possess its assets and carry on its business as it
is now being conducted;
(c) The execution, delivery and performance by the Adviser of this
Agreement are within the Adviser's powers and have been duly authorized
by all necessary action on the part of its directors, trustees and/or
shareholders, and no action by or in respect of, or filing with, any
governmental body, agency or official is required on the part of the
Adviser for the execution, delivery and performance by the Adviser of
this Agreement, and the execution, delivery and performance by the
Adviser of this Agreement do not contravene or constitute a default
under (i) any provision of applicable law, rule or regulation, (ii) the
Adviser's governing instruments, or (iii) any material agreement,
judgment, injunction, order, decree or other instrument binding upon
the Adviser; (d) The Form ADV of the Adviser previously provided to the
Subadviser is a true and complete copy of the form filed with the SEC
and the information contained therein is accurate and complete in all
material respects;
(d) The Adviser acknowledges that it received a copy of the
Subadviser's Form ADV more than 48 hours prior to the execution of this
Agreement;
(e) The Trust is registered as an investment company under the 1940 Act
and the Fund's shares are registered under the Securities Act of 1933,
as amended ("Securities Act");
(d) The Trust, on behalf of the Fund, has filed a notice of exemption
pursuant to Rule 4.5 under the CEA with the CFTC and the National
Futures Association or is not required to file such exemption; and
(e) The Trust is a Massachusetts business trust duly organized and
validly existing under the laws of the Commonwealth of Massachusetts
with the power to own and possess its assets and carry on its business
as it is now being conducted.
8. Survival of Representations and Warranties; Duty to Update Information.
All representations and warranties made by the Subadviser and the Adviser
pursuant to Sections 6 and 7, respectively, shall survive for the duration of
this Agreement and the parties hereto shall promptly notify each other in
writing upon becoming aware that any of the foregoing representations and
warranties are no longer true.
9. Liability and Indemnification.
(a) Liability. In the absence of willful misfeasance, bad faith or
gross negligence on the part of the Subadviser or a reckless disregard
of its duties hereunder, the Subadviser, any affiliated person of the
Subadviser and each person, if any, who within the meaning of the
Securities Act controls the Subadviser ("Controlling Persons") shall
not be subject to any expenses or liability to the Adviser, the Trust
or the Fund or any of the Fund's shareholders, and, in the absence of
willful misfeasance, bad faith or gross negligence on the part of the
Adviser or a reckless disregard of its duties hereunder, the Adviser,
any affiliated person of the Adviser and each of its Controlling
Persons shall not be subject to any expenses or liability to the
Subadviser, for any act or omission in the case of, or connected with,
rendering services hereunder or for any losses that may be sustained in
the purchase, holding or sale of Fund Investments.
(b) Indemnification. The Subadviser shall indemnify the Adviser, and
its respective officers and directors and trustees, for any liability
and expenses, including attorneys' fees, which may be sustained as a
result of the Subadviser's willful misfeasance, bad faith, gross
negligence or reckless disregard of its duties hereunder. The Adviser
shall indemnify the Subadviser, its affiliates, its Controlling Persons
and its officers and directors, for any liability and expenses,
including attorneys' fees, (i) which may be sustained as a result of
the Adviser's willful misfeasance, bad faith, gross negligence or
reckless disregard of its duties hereunder, or (ii) arising out of the
<PAGE>
Adviser's responsibilities based upon any act or omission by the
Adviser, any of its employees or representatives or any affiliate of or
any person acting on behalf of the Adviser,or (iii) which may be based
upon any untrue statement or alleged untrue statement of material fact
contained in the Prospectus or any sales literature relating to the
Fund, or alleged omission to state therein a material fact known or
which should have been known and was required to be stated therein or
necessary to make the statements therein not misleading, unless such
statement or omission was made in reliance upon written information
provided to the Adviser by the Subadviser specifically for inclusion in
such Prospectus and sales literature.
10. Duration and Termination.
(a) Duration. Unless sooner tertainated, this Agreement shall continue
until and thereafter shall continue automatically for successive annual
periods, provided such continuance is specifically approved at least
annually by the Trust's Board of Trustees or vote of the lesser of (a)
67% of the shares of the Fund represented at a meeting if holders of
more than 50% of the outstanding shares of the Fund are present in
person or by proxy or (b) more than 50% of the outstanding shares of
the Fund; orovided that in either event its continuance also is
approved by a majority of the Trust's Trustees who are not "interested
persons" (as defined in the 1940 Act) of any party to this Agreement,
by vote cast in person at a meeting called for the purpose of voting on
such approval.
(b) Termination. Notwithstanding whatever may be provided herein to the
contrary, this Agreement may be terminated at any time, without payment
of any penalty:
(i) By vote of a majority of the Trust's Board of Trustees, or
by vote of a majority of the outstanding voting securities of
the Fund, or by the Adviser, in each case, upon one hundred
twenty (120) days' written notice to the Subadviser;
(ii) By any party hereto immediately upon written notice to
the other parties in the event of a material breach of any
provision of this Agreement by either of the other parties; or
(iii) By the Subadviser upon sixty (60) days' written notice
to the Adviser and the Trust.
This Agreement shall not be assigned (as such term is defined in the 1940 Act)
and shall terminate automatically in the event of its assignment or upon the
termination of the Advisory Agreement. In the event this Agreement is terminated
or is not approved in the foregoing manner, the provisions contained in Sections
8 and 9 shall remain in effect; however, the parties will have no obligation to
notify the others of changes to the representations.
11. Use Of Names.
(a) It is understood that the name "Warburg, Pincus Counsellors, Inc."
or any derivative thereof or logo associated with that name is the
valuable property of the Sub-Adviser and its affiliates and that the
Trust or the Adviser have the right to use such name (or derivative or
logo) in offering materials of the Trust or the Adviser only with the
prior written approval of the Sub-Adviser and for so long as the
Sub-Adviser is a sub-adviser to the Trust or the Adviser; PROVIDED THAT
the Trust or the Adviser may use such name (or derivative or logo)
without such prior written approval in offering materials of the
Trust to the extent that (i) such materials simply list the
Sub-Adviser as the Sub-Adviser to the Fund as part of a listing of the
investment sub-advisers to the series or portfolios of the Trust with
a brief description of the Sub-Adviser's experience and duties
hereunder; (ii) such materials include such name (or derivative or
logo) and any related information that has been previously approved by
the Sub-Adviser or that is required to be disclosed by applicable law
or regulation, such as information disclosed in the Trust's
registration statement; or (iii) such materials are intended for
broker-dealer use only, for use by the Trust's Trustees, or for
internal use by the Adviser, the Trust or the principal underwriter of
the Trust. Such prior written approval of the Sub-Adviser shall not be
unreasonably withheld and shall be deemed to be given if no written
objection is received by the Trust or the Adviser within three business
days after the request is made by the Trust or the Adviser for such
use. Upon termination of this Agreement, the Adviser shall cause the
Trust and the Fund shall forthwith cease to use such name (or
derivative or logo) as soon as reasonably practicable.
(b) It is understood that the name "Evergreen" or any derivatives
thereof or logos associated with such names is
<PAGE>
the valuable property of the Adviser and the Trust and their affiliates
and that the Sub-Adviser or its affiliates have the right to use such
names (or derivatives or logos) in marketing materials of the
Sub-Adviser or its affiliates only with the prior written approval of
Adviser and, if such approval is granted, only for so long as the
Sub-Adviser is a sub-adviser to the Adviser and the Trust; PROVIDED
THAT the Sub-Adviser or its affiliates may use such names (or
derivatives or logos) without such prior written approval in marketing
materials of the Sub-Adviser or its affiliates to the extent that (i)
such materials simply list the Adviser and the Trust as part of a
listing of the investment companies advised by the Sub-Adviser or its
affiliates with a brief description of the Adviser and the Trust; (ii)
such materials include such names (or derivatives or logos) and any
related information that has been previously approved by the Adviser or
that is required to be disclosed by applicable law or regulation, such
as information disclosed in the Form ADV or Form BD of the Sub-Adviser
or its affiliates; or (iii) such materials are intended for
broker-dealer use only or for internal use by the Sub-Adviser. Such
prior written approval of the Adviser shall not be unreasonably
withheld. Upon termination of this Agreement, the Sub-Adviser and its
affiliates shall forthwith cease to use such names (or derivatives or
logos) as soon as reasonably practicable.
12. Amendment. This Agreement may be amended by written amendment
signed by the parties, provided that the terms of any material amendment shall
be approved by: (a) the Trust's Board of Trustees or by a vote of a majority of
the outstanding voting securities of the Pund (as required by the 1940 Act) and
(b) the vote of a majority of those Trustees of the Trust who are not
"interested persons" of any party to this Agreement cast in person at a meeting
called for the purpose of voting on such approval, if such approval is required
by applicable law.
13. Confidentiality. Subject to the duties of the Subadviser to comply
with applicable law, including any demand of any regulatory or taxing authority
having jurisdiction, the Subadviser shall treat as confidential all records and
other information pertaining to the Fund or the Adviser which the Subadviser
maintains or receives as a result of its responsibilities under this Agreement.
In addition, subject to the duties to comply with any applicable law, the
Adviser and the Fund agree to treat as confidential any information concerning
the Subadviser, including its investment policies or objectives, which the
Adviser and the Fund receive as the result of their actions under this
Agreement.
14. Notice. Any notice that is required to be given by the parties to
each other under the terms of this Agreement shall be in writing, delivered, or
mailed postpaid to the other parties at the following addresses, which may from
time to time be changed by the parties by notice to the other parties:
(a) If to the Subadviser:
Warburg, Pincus Counsellors, Inc.
466 Lexington Avenue
New York, New York 10017
Attention: Eugene P. Grace
(b) If to the Adviser:
Capital Management Group
First Union National Bank of North Carolina
301 South College Street
Charlotte, N.C. 28288-1173
<PAGE>
15. Jurisdiction. This Agreement shall be governed by and construed to
be consistent with the Advisory Agreement and in accordance with substantive
laws of the State of New York without reference to choice of law principles
thereof and in accordance with the 1940 Act. In the case of any conflict, the
1940 Act shall control.
16. Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, all of which shall
together constitute one and the same instrument.
17. Definitions. For the purposes of this Agreement, "interested person",
"affiliated person" and "assignment" shall have their respective meanings as set
forth in the 1940 Act, subject, however, to such exemptions as may be granted by
the SEC.
18. Captions. The captions herein are included for convenience of reference
only and shall be ignored in the construction or interpretation hereof.
19. Severability. If any provision of this Agreement shall be held or made
invalid by a court decision or applicable law, the remainder of the Agreement
shall not be affected adversely and shall remain in full force and effect.
20. Massachusetts Business Trust. The terms "Trust" and "Trustees" refer
respectively to the Trust created and the Trustees as trustees but not
individually or personally, acting from time to time under a Declaration of
Trust, which has been or may be amended from time to time, and to which
reference is hereby made and a copy of which is on file at the office of the
Secretary of State of The Commonwealth of Massachusetts and elsewhere as
required by law, and to any and all amendments thereto so filed or hereafter
filed. The obligations of the Trust entered into in the name or on behalf
thereof by any of the Trust, the Trustees or their representatives or agents are
not made individually, but only in their capacities with respect to the Trust.
Such obligations are not binding upon any of the Trustees, shareholders or
representatives of the Trust - personally, but bind only the assets of the
Trust. All persons dealing with any series of shares of the Trust must look
solely to the assets of the Trust belonging to such series for the enforcement
of any claims against the Trust.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day
and year first written above.
First Union National Bank of North Carolina
By:____________________________
Name:
Title:
WARBURG, PINCUS COUNSELLORS, INC.
By:____________________________
Name:
Title:
<PAGE>
EVERGREEN INVESTMENT TRUST
EVERGREEN INTERNATIONAL EQUITY FUND
PROXY FOR SPECIAL MEETING OF SHAREHOLDERS, October 1, 1996
The undersigned Shareholder(s) of the International Equity Fund (the
"Fund") of EVERGREEN INVESTMENT TRUST (the "Trust") hereby appoint(s) James P.
Wallin, Patrick Bannigan and W. Douglas Munn and each of them (with full power
of substitution), the proxy or proxies of the undersigned to attend the Special
Meeting of Shareholders of the Fund to be held on October 1, 1996, and any
adjournments thereof, to vote all of the shares of the Fund that the signer
would be entitled to vote if personally present at the Special Meeting of
Shareholders on the following Proposal and on any other matters brought before
the Meeting, all as set forth in the Notice of Special Meeting of Shareholders.
Said proxies are directed to vote or refrain from voting pursuant to the Proxy
Statement as checked below upon the following matters: THIS PROXY IS SOLICITED
ON BEHALF OF THE BOARD OF TRUSTEES OF THE TRUST AND WILL BE VOTED "FOR" THE
PROPOSAL UNLESS OTHERWISE INDICATED.
Please vote by filling in the appropriate box below, as shown, using blue or
black ink or dark pencil. Do not use red ink.
PROPOSAL: Proposal to approve the selection of Warburg, Pincus Counsellors, Inc.
("Warburg") as the investment Sub-Adviser for the Evergreen International Equity
Fund, and to approve a new Sub-Advisory agreement relating to the Fund between
Warburg and First Union National Bank of North Carolina, the Trust's Investment
Adviser.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
In accordance with their own discretion, the proxies are authorized to
vote on such other business as may properly come before the Meeting.
ALL PROPERLY EXECUTED PROXIES WILL BE VOTED AS DIRECTED HEREIN BY THE SIGNING
SHAREHOLDER(S). IF NO DIRECTION IS GIVEN WHEN THE DULY EXECUTED PROXY IS
RETURNED, SUCH SHARES WILL BE VOTED IN ACCORDANCE WITH THE RECOMMENDATIONS OF
THE BOARD OF TRUSTEES FOR THE PROPOSAL.
THE UNDERSIGNED ACKNOWLEDGES RECEIPT WITH THIS PROXY OF A COPY OF THE NOTICE OF
SPECIAL MEETING OF SHAREHOLDERS AND THE PROXY STATEMENT.
PLEASE DATE, SIGN AND RETURN PROMPTLY.
DATED: ----------------------- , 1996
YOUR SIGNATURE(S) ON THIS PROXY SHOULD BE EXACTLY AS YOUR NAME OR NAMES APPEAR
ON THIS PROXY. IF THE SHARES ARE HELD JOINTLY, EACH HOLDER SHOULD SIGN. IF
SIGNING IS BY ATTORNEY, EXECUTOR, ADMINISTRATOR, TRUSTEE OR GUARDIAN, PLEASE
PRINT YOUR FULL TITLE BELOW YOUR SIGNATURE.
------------------------------- SIGNATURE(S)
<PAGE>
