SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the Registrant (X)
Filed by a Party other than the Registrant ( )
Check the appropriate box:
( ) Preliminary Proxy Statement
( ) Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
(X) Definitive Proxy Statement
( ) Definitive Additional Materials
( ) Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
Mentor Funds
Mentor Cash Resource Trust
------------------------------------------------
(Name of Registrant as Specified in its Charter)
--------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than Registrant)
Payment of Filing Fee (Check the appropriate box):
(X) No fee required
( ) 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:
( ) 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) Date Filed:
<PAGE>
[LOGO OF MENTOR INVESTMENT GROUP]
November 3, 1999
Dear Shareholder:
I am writing to shareholders of Mentor Funds and Cash Resource Trust to
inform you of a joint special shareholder meeting to be held on December 15,
1999. Before that meeting I would like your vote on an important issue
affecting your fund as described in the attached proxy statement.
The proxy statement includes a proposal relating to the election of thirteen
persons to the Board of Trustees. This proposal is intended to unify the
Mentor and Evergreen fund families under one Board of Trustees beginning in
December 1999.
The Board of Trustees has unanimously approved the proposal and recommends
that you vote FOR the proposal described within this document.
I realize that this proxy statement will take time to review, but your vote
is very important. Please familiarize yourself with the proposal presented. If
you attend the meeting, you may vote your shares in person. If you do not
expect to attend the meeting, either complete, date, sign and return your
proxy card(s) in the enclosed postage-paid envelope today or vote by calling
toll-free 1-800-932-9931. You may receive more than one proxy card if you own
shares in more than one fund. Please sign and return or otherwise vote each
card you receive. Instructions on how to complete the proxy card are included
immediately after the Notice of Special Meeting.
If you have any questions about the proxy, you may call Shareholder
Communications Corporation at 1-800-932-9931.
Thank you for taking this matter seriously and participating in this
important process.
Sincerely,
Paul F. Costello
President
Mentor Funds
Cash Resource Trust
. 200 Berkeley Street . Boston, Massachusetts 02116 .
<PAGE>
MENTOR FUNDS
CASH RESOURCE TRUST
200 BERKELEY STREET
BOSTON, MASSACHUSETTS 02116
---------------------
NOTICE OF JOINT SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON DECEMBER 15, 1999
---------------------
NOTICE IS HEREBY GIVEN that a Special Meeting of Shareholders (the
"Meeting") of the following series (each a "Fund" and together, the "Funds")
of the following Mentor business trusts: Mentor Funds--Evergreen Reserve Money
Market Fund (formerly Mentor Money Market Portfolio), Evergreen Reserve U.S.
Government Money Market Fund (formerly Mentor U.S. Government Money Market
Portfolio), and Evergreen Reserve Tax-Exempt Money Market Fund (formerly
Mentor Tax-Exempt Money Market Portfolio), and Cash Resource Trust--Evergreen
CRT Money Market Fund (formerly Cash Resource Money Market Fund), Evergreen
U.S. Government Money Market Fund (formerly Cash Resource U.S. Government
Money Market Fund), Evergreen CRT Tax-Exempt Money Market Fund (formerly Cash
Resource Tax-Exempt Money Market Fund), Evergreen CRT California Tax-Exempt
Money Market Fund (formerly Cash Resource California Tax-Exempt Money Market
Fund), and Evergreen CRT New York Tax-Exempt Money Market Fund (formerly Cash
Resource New York Tax-Exempt Money Market Fund) will be held at the offices of
Mentor Funds and Cash Resource Trust, 200 Berkeley Street, Boston,
Massachusetts 02116 on Wednesday, December 15, 1999 at 2:00 p.m., Eastern
time, for the following purpose:
1. To elect a Board of thirteen Trustees to hold office for the term
specified and until their successors are duly elected and qualified.
2. To transact any other business which may properly come before the
Meeting or any adjournments thereof.
The close of business on October 18, 1999 has been fixed as the record date
for the determination of shareholders of the Fund entitled to notice of and to
vote at the Meeting or any adjournments thereof.
IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. SHAREHOLDERS WHO DO NOT
EXPECT TO ATTEND IN PERSON ARE URGED TO SIGN WITHOUT DELAY AND RETURN THE
ENCLOSED PROXY IN THE ENCLOSED ENVELOPE, WHICH REQUIRES NO POSTAGE, SO THAT
THEIR SHARES MAY BE REPRESENTED AT THE MEETING. YOUR PROMPT ATTENTION TO THE
ENCLOSED PROXY WILL HELP TO AVOID THE EXPENSE OF FURTHER SOLICITATION.
By Order of the Board of
Trustees
Michael H. Koonce
Secretary
November 3, 1999
<PAGE>
INSTRUCTIONS FOR EXECUTING PROXY CARD
The following general rules for signing proxy cards may be of assistance to
you and may help to avoid time and expense involved in validating your vote if
you fail to sign your proxy card properly.
1. INDIVIDUAL ACCOUNTS: Sign your name exactly as it appears in the
registration on the proxy card,
2. JOINT ACCOUNTS: Either party may sign, but the name of the party signing
should conform exactly to a name shown in the registration on the proxy card.
3. ALL OTHER ACCOUNTS: The capacity of the individual signing the proxy card
should be indicated unless it is reflected in the registration. For example:
<TABLE>
<CAPTION>
REGISTRATION VALID SIGNATURE
<S> <C>
CORPORATE ACCOUNTS
(1)ABC Corp. (1)ABC Corp.
(2)ABC Corp. (2)John Doe, Treasurer
(3) ABC Corp. (3)John Doe, Treasurer
c/o John Doe, Treasurer
(4)ABC Corp. Profit Sharing Plan (4)John Doe, Trustee
TRUST ACCOUNTS
(1)ABC Trust (1)Jane B. Doe, Trustee
(2) Jane B. Doe, Trustee (2)Jane B. Doe
u/t/d 12/28/78
CUSTODIAL OR ESTATE ACCOUNTS
(1) John B. Smith, Cust. (1)John B. Smith
f/b/o John B. Smith, Jr. UGMA
(2)John B. Smith (2)John B. Smith, Jr. Executor
</TABLE>
<PAGE>
MENTOR FUNDS
CASH RESOURCE TRUST
200 Berkeley Street
Boston, Massachusetts 02116
PROXY STATEMENT
JOINT SPECIAL MEETING OF SHAREHOLDERS
DECEMBER 15, 1999
This proxy statement is furnished in connection with the solicitation by the
respective Boards of Trustees of Mentor Funds and Cash Resource Trust (each a
"Mentor Trust" and together, the "Mentor Trusts") for the joint special
meeting of shareholders to be held on Wednesday, December 15, 1999, at the
offices of Mentor Funds and Cash Resource Trust, 200 Berkeley Street, Boston,
Massachusetts 02116 at 2:00 p.m., and any adjournments thereof (the "Meeting").
A notice of the Meeting and a proxy card (or proxy cards if you are a
shareholder of more than one Fund) accompany this proxy statement.
Shareholders of record at the close of business on October 18, 1999 (the
"Record Date") are entitled to notice of, and to vote at, the Meeting. This
proxy statement and the accompanying Notice of Meeting and proxy card(s) are
first being mailed to shareholders on or about November 3, 1999.
The shares of the Mentor Trusts entitled to vote at the Meeting are issued
in one or more separate series representing one or more investment portfolios,
each of which is referred to herein as a "Fund." As used in this proxy
statement, each Mentor Trust's Board of Trustees is referred to as a "Board."
Shares represented by timely and properly executed proxies will be voted as
specified. Executed proxies that are unmarked will be voted for the election
of the nominees for Trustee. A proxy may be revoked at any time prior to its
use by filing with the Secretary of the Mentor Trust an instrument of
revocation or a duly executed proxy bearing a later date. A proxy may also be
revoked by attendance at the meeting and election to vote in person.
Effective October 29, 1999 the following name changes were made to each
series of the Mentor Trusts: (1) for Mentor Funds each series replaced
"Mentor" and "Portfolio" with "Evergreen Reserve" and "Fund," respectively,
and (2) for Cash Resource Trust each series replaced "Cash Resource" with
"Evergreen CRT" (with the exception of Cash Resource U.S. Government Fund
which replaced "Cash Resource" with "Evergreen").
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
----
<S> <C>
PART I
PROPOSAL--THE ELECTION OF TRUSTEES....................................... 3
PART II
VOTING INFORMATION CONCERNING THE MEETING................................ 11
ADDITIONAL INFORMATION................................................... 12
Payment of Expenses.................................................... 12
Beneficial Ownership................................................... 12
Annual and Semi-Annual Reports to Shareholders......................... 13
OTHER BUSINESS........................................................... 13
EXHIBIT A--NUMBER OF SHARES OF THE FUND OUTSTANDING AS OF THE CLOSE OF
BUSINESS ON OCTOBER 18, 1999........................................... A-1
EXHIBIT B--VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF............... B-1
</TABLE>
2
<PAGE>
PART I
ELECTION OF TRUSTEES
The Funds and other portfolios or funds of the Mentor fund family are
advised by affiliates of First Union National Bank ("FUNB"). FUNB and its
affiliates also advise the Evergreen Funds. The Mentor Funds and the Evergreen
Funds are in the process of being combined and a part of that process involves
the creation of a single board of trustees to oversee the operations of the
funds.
The first proposal is to elect each of the thirteen individuals nominated as
a Trustee to hold office until a successor is elected and qualifies or until
death, retirement, resignation or removal from office. The Board of Trustees
of the Trusts, including a majority of its Independent Trustees (i.e., those
Trustees of the Trusts who are not "interested persons" of the Trusts as
defined in the Investment Company Act of 1940 (the "1940 Act"), has nominated
for election as Trustees the thirteen individuals described below. Arnold H.
Dreyfuss and Louis W. Moelchert, Jr. are current Trustees of the Funds. None of
the individuals nominated are interested persons of the Funds.
It is not expected that any of the nominees will decline or become
unavailable for election. In case this should happen, the discretionary power
given in the Proxy may be used to vote for a substitute nominee or nominees or
to fix the number of Trustees at less than thirteen. Proxies cannot be voted
for a greater number of persons than the nominees named. Each nominee has
consented to being named in this Proxy Statement and to serve as a Trustee if
elected. The nominees for election as Trustees of the Mentor Trusts and
certain information about them is set forth below:
<TABLE>
<CAPTION>
Principal Occupations
Name Trustee Since During Past Five Years
---- --------------- --------------------------------
<S> <C> <C>
Laurence B. -- -- Real estate developer and con-
Ashkin........... struction consultant; President
Age 71 of Centrum Equities (real estate
development) and Centrum Proper-
ties, Inc. (real estate develop-
ment); and Trustee of the vari-
ous investment companies that
comprise the Evergreen family of
funds.
Charles A. Austin -- -- Investment Counselor to Appleton
III.............. Partners, Inc. (investment ad-
Age 65 vice); former Director, Execu-
tive Vice President and Treasur-
er, State Street Research & Man-
agement Company (investment ad-
vice); Director, The Andover
Companies (insurance); Trustee,
Arthritis Foundation of New En-
gland; and Trustee of the vari-
ous investment companies that
comprise the Evergreen family of
funds.
</TABLE>
3
<PAGE>
<TABLE>
<CAPTION>
Principal Occupations
Name Trustee Since During Past Five Years
---- --------------- --------------------------------
<S> <C> <C>
K. Dun Gifford..... -- -- Trustee, Treasurer and Chairman
Age 61 of the Finance Committee, Cam-
bridge College; Chairman Emeri-
tus and Director, American In-
stitute of Food and Wine; Chair-
man and President, Oldways Pres-
ervation and Exchange Trust (ed-
ucation); former Chairman of the
Board, Director, and Executive
Vice President, The London Har-
ness Company (leather goods pur-
veyor); former Managing Partner,
Roscommon Capital Corp.; former
Chief Executive Officer, Gifford
Gifts of Fine Foods; former
Chairman, Gifford, Drescher &
Associates (environmental con-
sulting); and Trustee of the
various investment companies
that comprise the Evergreen fam-
ily of funds.
Leroy Keith, Jr. .. -- -- Chairman of the Board and Chief
Age 60 Executive Officer, Carson Prod-
ucts Company (manufacturing);
Director, Phoenix Total Return
Fund and Equifax, Inc. (world-
wide information management);
Trustee of Phoenix Series Fund,
Phoenix Multi-Portfolio Fund,
and The Phoenix Big Edge Series
Fund; former President, More-
house College; and Trustee of
the various investment companies
that comprise the Evergreen fam-
ily of funds.
Gerald M. -- -- Sales Representative with Nucor-
McDonnell........ Yamoto, Inc. (steel producer);
Age 60 and Trustee of the various in-
vestment companies that comprise
the Evergreen family of funds.
</TABLE>
4
<PAGE>
<TABLE>
<CAPTION>
Principal Occupations
Name Trustee Since During Past Five Years
---- --------------- --------------------------------
<S> <C> <C>
Thomas L. McVerry.... -- -- Former Director, Carolina
Age 61 Cooperative Credit Union; former
Vice President and Director,
Rexham Corporation (manu-
facturing); and Trustee of the
various investment companies
that comprise the Evergreen fam-
ily of funds.
William Walt Pettit.. -- -- Partner in the law firm of Wil-
Age 44 liam Walt Pettit, P.A.; and
Trustee of the various invest-
ment companies that comprise the
Evergreen family of funds.
David M. Richardson.. -- -- Vice Chair and former Executive
Age 58 Vice President, DHR Internation-
al, Inc. (executive recruit-
ment); former Senior Vice Presi-
dent, Boyden International Inc.
(executive recruitment); Direc-
tor, Commerce and Industry Asso-
ciation of New Jersey, 411 In-
ternational, Inc. (communica-
tions), and J&M Cumming Paper
Co.; and Trustee of the various
investment companies that com-
prise the Evergreen family of
funds.
Russell A. Salton, III MD... -- -- Medical Director, U.S. Health
Age 52 Care/Aetna Health Services; for-
mer Managed Health Care Consul-
tant; and former President, Pri-
mary Physician Care; and Trustee
of the various investment compa-
nies that comprise the Evergreen
family of funds.
Michael S. Scofield.. -- -- Attorney, Law Offices of Michael
Age 56 S. Scofield; and Trustee of the
various investment companies
that comprise the Evergreen fam-
ily of funds.
</TABLE>
5
<PAGE>
<TABLE>
<CAPTION>
Principal Occupations
Name Trustee Since During Past Five Years
---- --------------- --------------------------------
<S> <C> <C>
Richard J. Shima... -- -- Independent Consultant; former
Age 60 Chairman, Environmental Warran-
ty, Inc. (insurance agency);
former Executive Consultant,
Drake Beam Morin, Inc. (execu-
tive outplacement); Director,
CTG Resources, Inc. (natural
gas), Hartford Hospital, Old
State House Association, and En-
hance Financial Services, Inc.
(financial guaranty insurance);
former Director, Middlesex Mu-
tual Assurance Company
(property/casualty insurance);
former Chairman, Board of Trust-
ees, Hartford Graduate Center;
Trustee, Greater Hartford YMCA;
and Trustee of the various in-
vestment companies that comprise
the Evergreen family of funds.
Arnold H. 1992 Chairman, Eskimo Pie Corpora-
Dreyfuss*......... tion; Trustee, Mentor Funds,
Age 70 Mentor Variable Investment Port-
folios, Mentor Institutional
Trust, and Cash Resource Trust;
Director, Mentor Income Fund,
Inc. and America's Utility Fund,
Inc.; Formerly, Chairman and
Chief Executive Officer, Hamil-
ton Beach/Proctor-Silex, Inc.
Louis W. Moelchert, Jr.*.. 1992 Vice President for Investments,
Age 57 University of Richmond; Direc-
tor, Mentor Income Fund, Inc.
and America's Utility Fund,
Inc.; Trustee, Mentor Variable
Investment Portfolios, Mentor
Funds, Mentor Institutional
Trust, and Cash Resource Trust
</TABLE>
- ----------
* It is anticipated that Messrs. Dreyfuss and Moelchert will be nominated to
serve as Trustees of the various Evergreen Funds.
6
<PAGE>
Remuneration of Current Trustees.
Each Trustee who is not an officer or employee of Mentor Investment
Advisors, LLC ("Mentor Advisors"), the Funds' investment adviser, or its
affiliates, received an annual fee of $20,000 from the Mentor Family of Funds.
The term "Mentor Family of Funds" includes the America's Utility Fund, Inc.,
Mentor Income Fund, Inc., Mentor Funds, Mentor Variable Investment Portfolios,
Mentor Institutional Trust, and Cash Resource Trust. A portion of the annual
fee was paid by the Funds based on the amount of each Fund's net assets in
relation to the net assets of the Mentor Family of Funds as a whole. In
addition, the Trustees received a fee of $3,000 for each meeting attended.
Members of the Audit Committee received a fee of $1,000 for each meeting of
the Audit Committee they attended, in addition to which the Chairman of the
Audit Committee received an annual fee of $2,000. The Funds did not pay any
compensation to their officers or Trustees who are affiliated with Mentor
Advisors.
The following tables set forth the aggregate compensation paid by each of
the Mentor Trusts to each non-interested Trustee for the most recently
completed fiscal year-end. The Total Compensation column listed below includes
compensation paid to each of the Trustees for his services as a Trustee or
Director of one or more of America's Utility Fund, Inc., Mentor Income Fund,
Inc., Mentor Funds, Mentor Variable Investment Portfolios, Mentor
Institutional Trust, and Cash Resource Trust (the "Trusts") for the year ended
December 31, 1998. The Fund and the Trusts are considered part of the same
"Fund Complex" for this purpose.
<TABLE>
<CAPTION>
Aggregate Compensation
From Mentor Funds for
Fiscal Year Ended Total Compensation From
Name of Trustee September 30, 1999 Mentor Fund Complex
- --------------- ---------------------- -----------------------
<S> <C> <C>
Jerry R. Barrentine.............. $6,288 $41,000
Arnold H. Dreyfuss............... $6,288 $34,000
Arch T. Allen, III............... $6,067 $35,000
Troy A. Peery, Jr................ $6,067 $32,000
Weston E. Edwards................ $6,180 $42,000
J. Garnett Nelson................ $6,067 $40,000
Thomas F. Keller................. $5,458 $29,000
Louis W. Moelchert, Jr........... $6,288 $33,000
</TABLE>
<TABLE>
<CAPTION>
Aggregate Compensation
From Cash Resource Trust
For Fiscal Year Ended Total Compensation From
Name of Trustee July 31, 1999 Mentor Fund Complex
- --------------- ------------------------ -----------------------
<S> <C> <C>
Jerry R. Barrentine........... $22,122 $41,000
Arnold H. Dreyfuss............ $22,122 $34,000
Arch T. Allen, III............ $21,388 $35,000
Troy A. Peery, Jr............. $21,382 $32,000
Weston E. Edwards............. $21,737 $42,000
J. Garnett Nelson............. $21,388 $40,000
Thomas F. Keller.............. $19,139 $29,000
Louis W. Moelchert, Jr........ $22,122 $33,000
</TABLE>
7
<PAGE>
Remuneration of Nominated Trustees.
For the year ended December 31, 1999, each nominated Trustee who is
currently a Trustee of the Evergreen Funds will receive an annual retainer fee
of $50,000 from the Evergreen Funds. The Chairman of the Board of Trustees
receives an additional fee of $25,000. Each member of the Board also receives
a $5,000 fee for each meeting attended.
In addition, the Evergreen Board of Trustees has a standing Audit Committee,
Performance Committee and Executive Committee. Each member of the Audit
Committee receives an annual fee of $5,000 and the Chairman of the Audit
Committee receives an annual fee of $15,000. For participation on the
Performance Committee, each member receives an annual fee of $5,000 and the
Chairman of the Performance Committee receives an annual fee of $15,000.
Lastly, members of the Executive Committee receives a $500 fee for each
Committee meeting attended.
Each of the Evergreen Funds pays for the Trustees compensation based on the
amount of its net assets in relation to the net assets of the Evergreen Funds
as a whole. During 1999, the Evergreen Funds included: Evergreen Equity Trust,
Evergreen Fixed Income Trust, Evergreen Money Market Trust, Evergreen
Municipal Trust, Evergreen Select Equity Trust, Evergreen Select Fixed Income
Trust, Evergreen Select Money Market Trust and Evergreen Variable Annuity
Trust. For the year ended December 31, 1998, the nominees who served on the
Evergreen Board of Trustees received the following compensation from the
Evergreen Funds: Ashkin $75,500, Austin $75,500, Gifford $73,000, Keith
$73,000, McDonnell $75,500, McVerry $86,500, Pettit $68,000, Richardson
$73,300, Salton $79,000, Scofield $79,500 and Shima $73,000.
During each Mentor Trust's most recently completed fiscal year, there were
four meetings of the Mentor Board of Trustees. Each of the incumbent Trustees
who served as a Trustee during each Mentor Trust's most recently completed
fiscal year attended at least 75% of the meetings of the Mentor Board of
Trustees.
8
<PAGE>
Officers
Officers of the Funds are appointed by the Trustees and serve at the
pleasure of the Board. The current officers of the Funds are as follows:
<TABLE>
<CAPTION>
Principal Occupations
Name; Age Title During Past Five Years
--------- ---------------- -------------------------------
<S> <C> <C>
Paul F. Costello... President Senior Vice President and Chief
Age 39 administrative Officer of First
Union Securities, Inc., former
Managing Director of Mentor In-
vestment Group, LLC and Mentor
Investment Advisors, LLC; former
Director, Mentor Perpetual Advisors
LLC; President, Mentor Funds, Mentor
Variable Investment Portfolios,
America's Utility Fund, Inc.,
Mentor Income Fund, Inc., Men-
tor Institutional Trust, and
Cash Resource Trust.
Michael Wade....... Treasurer Vice President and Treasurer,
Age 32 Mentor Investment Group, LLC
and Mentor Investment Advisors,
LLC; Treasurer, Mentor Funds,
Mentor Variable Investment
Portfolios, Cash Resource
Trust, Mentor Institutional
Trust, Mentor Income Fund,
Inc., and America's Utility
Fund, Inc.
Michael H. Koonce.. Secretary Senior Vice President and As-
Age 39 sistant General Counsel, First
Union Corporation; former Se-
nior Vice President and General
Counsel, Colonial Management
Associates, Inc.
</TABLE>
9
<PAGE>
Investment Advisor, Principal Underwriter and Administrator.
Mentor Advisors, a Virginia limited liability company, serves as investment
advisor to each of the Funds. Mentor Advisors is an indirect wholly-owned
subsidiary of First Union Corporation. The business address of Mentor Advisors
is 901 East Byrd Street, Richmond, Virginia 23219. The business address of
First Union Corporation is 301 South College Street, Charlotte, North Carolina
28288-0013. Evergreen Distributor, Inc. ("EDI"), a New York corporation,
serves as principal underwriter to each of the Funds. EDI is an affiliate of
BISYS located at 90 Park Avenue, New York, New York 10016. Evergreen
Investment Services, Inc. ("EIS"), located at 200 Berkeley Street, Boston,
Massachusetts 02116, serves as administrator to the Funds.
Required vote.
The election of the nominees to the Board of Trustees requires the vote of a
plurality of the shares voted.
10
<PAGE>
THE BOARD OF TRUSTEES OF EACH MENTOR TRUST RECOMMENDS THAT SHAREHOLDERS VOTE
"FOR" THE ELECTION OF EACH OF THE NOMINEES AS A TRUSTEE OF THE TRUST.
PART II
VOTING INFORMATION CONCERNING THE MEETING
Voting of proxies.
Only shareholders of record as of the close of business on the Record Date
will be entitled to notice of, and to vote at, the Meeting or any adjournment
thereof. The holders of more than fifty percent, in the case of Mentor Funds,
and thirty percent, in the case of Cash Resource Trust, of the total number of
outstanding shares entitled to vote at the Meeting present in person or
represented by proxy will constitute a quorum for the Meeting for each of the
Funds of Mentor Funds and each of the Funds of Cash Resource Trust.
If the enclosed form of proxy is properly executed and returned in time to
be voted at the Meeting, the proxies named therein will vote the shares
represented by the proxy in accordance with the instructions marked thereon.
Unmarked proxies will be voted FOR the proposal listed thereon and FOR any
other matters deemed appropriate. Proxies that reflect abstentions and "broker
non-votes" (i.e., shares held by brokers or nominees as to which (i)
instructions have not been received from the beneficial owners or the persons
entitled to vote and (ii) the broker or nominee does not have discretionary
voting power on a particular matter) will be counted as shares that are
present and entitled to vote for purposes of determining the presence of a
quorum, but will have no effect on the outcome of the vote to approve any
proposal requiring a vote based on the percentage of shares actually voted. A
proxy may be revoked at any time on or before the Meeting by written notice to
the Secretary of the appropriate Mentor Trust, 200 Berkeley Street, Boston,
Massachusetts 02116. Unless revoked, all valid proxies will be voted in
accordance with the specifications thereon or, in absence of such
specifications, FOR the election of each Trustee.
Each full share outstanding is entitled to one vote and each fractional
share outstanding is entitled to a proportionate share of one vote. The number
of shares of each class of each Fund outstanding as of the close of business
on October 18, 1999 is set forth in Exhibit A.
If you wish to participate in the Meeting, you may submit the proxy card
included with this proxy statement or attend in person. Any proxy given by you
is revocable.
11
<PAGE>
In the event that sufficient votes to approve a proposal are not received by
December 15, 1999, the persons named as proxies may propose one or more
adjournments of the Meeting to permit further solicitation of proxies. In
determining whether to adjourn the Meeting, the following factors may be
considered: the percentage of votes actually cast, the percentage of negative
votes actually cast, the nature of any further solicitation and the
information to be provided to shareholders with respect to the reasons for the
solicitation. For Mentor Funds, any such adjournment will require an
affirmative vote of a plurality of the votes cast on the questions in person
or by proxy at the session of the Meeting to be adjourned. For Cash Resource
Trust, any number of votes less than the quorum requirement is sufficient for
adjournment. The persons named as proxies will vote upon such adjournment
after consideration of all circumstances which may bear upon a decision to
adjourn the Meeting.
Neither Mentor Trust is required or intends to hold annual or any other
periodic meeting of shareholders except as may be required by the 1940 Act. If
the proposed election of Trustees is not approved, the next meeting of the
shareholders of each mentor Trust will be held as such time as the Board may
determine or as may be legally required. Shareholders wishing to submit
proposals for consideration for inclusion in a proxy statement for a
subsequent shareholder meeting should send their written proposals to the
Secretary of the Mentor Trusts at the address set forth on the cover of this
proxy statement such that they will be received by the Trust in a reasonable
period of time prior to any such meeting.
NOTICE TO BANKS, BROKER-DEALERS AND VOTING TRUSTEES AND THEIR NOMINEES.
Please advise each Trust whether other persons are beneficial owners of shares
for which proxies are being solicited and, if so, the number of copies of this
proxy statement needed to supply copies to the beneficial owners of the
respective shares.
ADDITIONAL INFORMATION
Payment of Expenses
Mentor Funds and Cash Resource Trust will pay the expenses of the
preparation, printing and mailing to the Funds' shareholders of the proxy
card, accompanying notice of meeting and this proxy statement and any
supplementary solicitation of shareholders.
Beneficial Ownership
Exhibit B contains information about the beneficial ownership by
shareholders of five percent or more of each Fund's outstanding shares, as of
October 18, 1999. On that date, the existing Trustees, Trustee nominees and
officers of each Fund, together as a group, beneficially owned less than one
percent of the Funds' outstanding shares.
12
<PAGE>
The term "beneficial ownership" is as defined under Section 13(d) of the
Securities and Exchange Act of 1934. The information as to beneficial
ownership is based on statements furnished to each Fund by the existing
Trustees, Trustee nominees and officers of such Mentor Trust, and/or on
records of the Funds' transfer agent.
Annual and Semi-Annual Reports to Shareholders
Each of the Funds will furnish, without charge, a copy of its most recent
annual report (and most recent semi-annual report succeeding the annual
report, if any) to a shareholder of the Fund upon request. Any such request
should be directed to Shareholder Communication Corporation at 1-800-932-9931
or writing Evergreen Service Company at 200 Berkeley Street, Boston,
Massachusetts 02116.
OTHER BUSINESS
The Board of Trustees knows of no other business to be brought before the
Meeting. However, if any other matters properly come before the Meeting, it is
the Board of Trustees' 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.
EACH BOARD, INCLUDING ITS INDEPENDENT TRUSTEES, RECOMMENDS APPROVAL OF EACH
PROPOSAL AND ANY UNMARKED PROXIES WITHOUT INSTRUCTIONS TO THE CONTRARY WILL BE
VOTED IN FAVOR OF APPROVAL OF THE PROPOSALS.
November 3, 1999
13
<PAGE>
EXHIBIT A
NUMBER OF SHARES OF EACH CLASS
OF EACH FUND OUTSTANDING AS OF THE
CLOSE OF BUSINESS ON OCTOBER 18, 1999
I. Mentor Funds
<TABLE>
<S> <C>
Mentor Money Market Portfolio
Class I....................................................... 37,068,536.650
Class R....................................................... 329,299,500.930
Mentor U.S. Government Money Market Portfolio
Class I....................................................... 117,634,991.350
Class R....................................................... 110,697,939.920
Mentor Tax-Exempt Money Market Portfolio
Class R....................................................... 64,980,236.410
</TABLE>
II. Cash Resource Trust
<TABLE>
<S> <C>
Cash Resource Money Market Fund
Class A..................................................... 4,961,399,986.770
Cash Resource U.S. Government Money Market Fund
Class A..................................................... 3,577,861,820.360
Cash Resource Tax Exempt Money Market Fund
Class A..................................................... 785,943,247.310
Cash Resource California Tax-Exempt Money Market Fund
Class A..................................................... 101,918,714.460
Cash Resource New York Tax-Exempt Money Market Fund
Class A..................................................... 20,336,279.100
</TABLE>
A-1
<PAGE>
EXHIBIT B
As of October 18, 1999 (the Record Date), the current Trustees, Trustee
nominees and Officers of each Fund owned as a group less than 1% of the
outstanding voting securities of any Fund. As of the Record Date, the
following shareholders were known to the Mentor Trusts to own beneficially 5%
or more of the shares of a Fund:
<TABLE>
<CAPTION>
Percent of
Name and Address of Shares Outstanding
Name of Fund Record Owner Class Owned Shares of Class
- ------------ -------------------------- ----- ----------------- ---------------
<S> <C> <C> <C> <C>
Evergreen CRT BNY Clearing Services A 3,299,457,712.73 66.5%
Money Market Fund Mentor CRT Money Market
Special Custody Accounts
FBO Everen Customers
111 E Kilbourn
Milwaukee, WI 53202-6611
First Clearing Corp. 1,664,135,176.06 33.5%
ATTN: Money Market Dept.
10700 N Park Dr.
Glen Allen, VA 23060-9243
Evergreen U.S. First Clearing Corp. A 2,372,575,095.070 66.31%
Government Money Market ATTN: Money Market Dept.
Fund 10700 N Park Dr.
Glen Allen, VA 23060-9243
BNY Clearing Services 1,198,464,553.340 33.49%
Mentor CRT US Government
Special Custody Accounts
FBO Everen Customers
111 E Kilbourn
Milwaukee, WI 53202-6611
First Clearing Corporation 249,601.490 11.6%
A/C 6337-4931
William H Neely &
Janet K Neely
1721 Harness Pl.
Brentwood, TN 37027-8122
First Clearing Corporation 221,698.790 10.3%
A/C 3297-2687
Clyde D Forney
250 Forney Rd.
Lebanon, PA 17042-9344
Everen Securities, Inc. 199,113.730 9.2%
A/C 4661-7324
Susan K Kokott TR
111 East Kilbourn Avenue
Milwaukee, WI 53202-6611
</TABLE>
B-1
<PAGE>
<TABLE>
<CAPTION>
Percent of
Name and Address of Shares Outstanding
Name of Fund Record Owner Class Owned Shares of Class
- ------------ -------------------------- ----- --------------- ---------------
<S> <C> <C> <C> <C>
Evergreen U.S. First Clearing Corporation 114,770.950 5.3%
Government Money A/C 4476-6668
Market Fund (Cont.) Phillip Jarrell IRA
WFS AS Custodian
PO Box 94
Dry Creek, WV 25062-0094
First Clearing Corporation 111,005.350 5.1%
A/C 8422-2955
Eula Mae Jamison Williams
PO Box 36
Pembroke, VA 24136-0036
First Clearing Corporation 108,928.970 5.0%
A/C 7114-7312
William w Reams &
Lynn T Reams
185 Chipmunk Ct.
Massanutten, VA 22840
Everen Securities, Inc. 726,652.520 6.3%
A/C 7422-8502
Michael K Spaulding
111 East Kilbourn Avenue
Milwaukee, WI 53202-6611
Evergreen CRT Tax-Exempt BNY Clearing Services A 398,183,455.910 50.6%
Money Market Fund Mentor CRT Tax Exempt
Special Custody Accounts
FBO Everen Customers
111 E Kilbourn
Milwaukee, WI 53202-6611
First Clearing Corp. 387,759,791.400 49.3%
ATTN: Money Market Dept.
10700 N Park Dr.
Glen Allen, VA 23060-9243
Evergreen CRT CA Tax- BNY Clearing Services A 95,330,042.17 93.54%
Exempt Money Market Mentor CRT CA Tax Exempt
Fund Special Custody Accounts
FBO Everen Customers
111 E Kilbourn
Milwaukee, WI 53202-6611
First Clearing Corp. 6,588,672.29 6.56%
ATTN: Money Market Dept.
10700 N Park Dr.
Glen Allen, VA 23060-9243
</TABLE>
B-2
<PAGE>
<TABLE>
<CAPTION>
Percent of
Name and Address of Shares Outstanding
Name of Fund Record Owner Class Owned Shares of Class
- ------------ ------------------------- ----- --------------- ---------------
<S> <C> <C> <C> <C>
Evergreen CRT NY Money First Clearing Corp. A 11,710,280.530 57.5%
Market Fund ATTN: Money Market Dept.
10700 N Park Dr.
Glen Allen, VA 23060-9243
BNY Clearing Services 8,625,998.570 42.4%
Mentor CRT NY Tax Exempt
Special Custody Accounts
FBO Everen Customers
111 E Kilbourn
Milwaukee, WI 53202-6611
Evergreen Reserve Money Sussex County I 4,138,148.240 11.1%
Market Fund PO Box 1399
Sussex, VA 23884-0399
City of Hopewell 3,886,336.830 10.4%
300 N Main St.
Hopewell, VA 23860-2740
Greensville County 2,569,985.700 6.9%
1750 E Atlantic St Rm 213
Emporia, VA 23847-6584
Dinwiddie County 2,521,846.390 6.8%
PO Box 178
Dinwiddie, VA 23841-0178
Orange County 2,493,024.880 6.7%
112 West Main St.
PO Box 469
Orange, VA 22960-0276
Lunenburg County 2,026,563.450 5.4%
11512 Courthouse Rd.
Lunenburg, VA 23952
Franklin County 2,000,000.000 5.3%
102 S Main St.
Rocky Mount, VA
24151-1539
Evergreen Reserve Money First Union National Bank R 329,299,500.930 100%
Market Fund Cap Accts
230 South Tyron St.
Charlotte, NC 28202-3215
</TABLE>
B-3
<PAGE>
<TABLE>
<CAPTION>
Percent of
Name and Address of Shares Outstanding
Name of Fund Record Owner Class Owned Shares of Class
- ------------ ------------------------- ----- --------------- ---------------
<S> <C> <C> <C> <C>
Evergreen Reserve U.S. Chase Manhattan Bank TTEE I 74,598,737.170 63%
Government Money For Everen Capital Corp.
Market Fund 401 (K)
& ESOP Plan
ATTN: Dan Litt
4 New York PLZ FL 2
New York, NY 10004-2413
Smyth Co. Community 12,477,563.000 10.6%
Hospital
VP Finance
ATTN: Bill Ennis
PO Box 880
700 Park BLVD
Marion, VA 24354-0880
Philip T Cunningham 12,057,305.910 10.2%
304 S Saint Asaph St.
Alexandria, VA 22314-3746
Evergreen Reserve U.S. First Union National Bank R 100,697,939.920 100%
Government Money Cap Accts
Market Fund 230 South Tyron St.
Charlotte, NC 28202-3215
Evergreen Reserve Tax- First Union National Bank R 64,980,236.410 100%
Exempt Money Market Cap Accts
Fund 230 South Tyron St.
Charlotte, NC 28202-3215
</TABLE>
B-4
<PAGE>
MENTOR FUNDS
CASH RESOURCE TRUST
EVERY SHAREHOLDER'S VOTE IS IMPORTANT!
VOTE THIS PROXY CARD TODAY!
YOUR PROMPT RESPONSE WILL SAVE
THE EXPENSE OF ADDITIONAL MAILINGS
Please detach at perforation before mailing.
SPECIAL MEETING OF SHAREHOLDERS - DECEMBER 15, 1999
The undersigned hereby appoints Paul F. Costello, Michael H. Koonce, Catherine
E. Foley, and Maureen E. Towle and each of them, attorneys and proxies for the
undersigned, with full powers of substitution and revocation, to represent the
undersigned and to vote on behalf of the undersigned all shares of the Fund
referenced below (the "Fund"), which the undersigned is entitled to vote at a
Meeting of Shareholders of the Fund to be held at the offices of Mentor Funds
and Cash Resource Trust at 200 Berkeley Street, Boston, Massachusetts 02116 on
December 15, 1999, at 2:00 p.m. and any adjournments thereof (the "Meeting").
The undersigned hereby acknowledges receipt of the Notice of Meeting and Proxy
Statement, and hereby instructs said attorneys and proxies to vote said shares
as indicated hereon. Unless indicated to the contrary, this proxy shall be
deemed to grant authority to vote "FOR" all proposals relating to the Fund. In
their discretion, the proxies are authorized to vote upon such other matters as
may properly come before the Meeting. A majority of the proxies present and
acting at the meeting in person or by substitute (or, if only one shall be so
present, then that one) shall have and may exercise all of the powers and
authority of said proxies hereunder. The undersigned hereby revokes any proxy
previously given.
NOTE: PLEASE SIGN EXACTLY AS YOUR NAME(S) APPEAR
ON THIS PROXY. If joint owners, EITHER may sign
this Proxy. When signing as attorney, executor,
administrator, trustee, guardian, or custodian
for a minor, please give your full title. When
signing on behalf of a corporation or as a partner
for a partnership, please give the full corporate
or partnership name and your full title.
Date: , 1999
Signature(s)
Title(s), if applicable
<PAGE>
MENTOR FUNDS
CASH RESOURCE TRUST
EVERY SHAREHOLDER'S VOTE IS IMPORTANT!
PLEASE SIGN, DATE AND RETURN YOUR PROXY
TODAY!
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES.
PLEASE INDICATE YOUR VOTE BY PLACING AN "x" IN THE APPROPRIATE BOX BELOW. THIS
PROXY WILL BE VOTED AS SPECIFIED BELOW WITH RESPECT TO THE ACTION TO BE TAKEN ON
THE FOLLOWING PROPOSALS. IN THE ABSENCE OF ANY SPECIFICATION, THIS PROXY WILL BE
VOTED IN FAVOR OF THE PROPOSALS.
<TABLE>
<CAPTION>
<S> <C> <C> <C>
For Against For
All All All
Nominees Nominees Except
1. To elect a Board of thirteen Trustees to hold [ ] [ ] [ ]
office for the term specified and until their
successors are duly elected and qualified.
</TABLE>
Trustee:
Laurence B. Ashkin
Charles A. Austin III
K. Dun Gifford
Leroy Keith, Jr.
Gerald M. McDonnell
Thomas L. McVerry
William Walt Pettit
David M. Richardson
Russell A. Salton, III M.D.
Michael S. Scofield
Richard J. Shima
Arnold H. Dreyfuss
Louis W. Moelchert, Jr.
NOTE: If you do not wish your shares voted "FOR" a particular nominee, mark the
"FOR ALL EXCEPT" box and write the name of the nominee on the line below.
--------------------------------------------------
<TABLE>
<CAPTION>
<S> <C> <C> <C>
2. To transact any other business that may For Against Abstain
properly come before the meeting or any [ ] [ ] [ ]
adjournment thereof.
</TABLE>
