1933 Act No. 33-83100
1940 Act No. 811-8716
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [ ]
Pre-Effective Amendment No. [ ]
Post-Effective Amendment No. 5 [X]
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [ ]
Amendment No. 8 [X]
EVERGREEN VARIABLE ANNUITY TRUST
(As successor to certain series of Evergreen Variable Trust)
(Exact Name of Registrant as Specified in Charter)
200 Berkeley Street, Boston, Massachusetts 02116-5034
(Address of Principal Executive Offices)
(617) 210-3200
(Registrant's Telephone Number)
The Corporation Trust Company
1209 Orange Street
Wilmington, Delaware 19801
(Name and Address of Agent for Service)
It is proposed that this filing will become effective:
[ ] immediately upon filing pursuant to paragraph (b)
[ ] on (date) pursuant to paragraph (b)
[ ] 60 days after filing pursuant to paragraph (a)(i)
[ ] on (date) pursuant to paragraph (a)(i)
[ ] 75 days after filing pursuant to paragraph (a)(ii)
[ ] on (date) pursuant to paragraph (a)(ii) of Rule 485
If appropriate, check the following box:
[ ] this post-effective amendment designates a new effective date for a
previously filed post-effective amendment
[ ] 60 days after filing pursuant to paragraph (a)(i)
[ ] on (date) pursuant to paragraph (a)(i)
Pursuant to Rule 414 under the Securities Act of 1933, by this amendment to
Registration Statement No. 33-83100/811-8716 on Form N-1A of Evergreen Variable
Annuity Trust, a Massachusetts business trust, the Registrant hereby adopts the
Registration Statement of such trust with respect to the Evergreen VA Fund
series thereof under the Securities Act of 1933 and the notification of
registration and Registration Statement of such trust under the Investment
Company Act of 1940.
Pursuant to Rule 414 under the Securities Act of 1933, by this amendment to
Registration Statement No. 33-83100/811-8716 on Form N-1A of Evergreen Variable
Annuity Trust, a Massachusetts business trust, the Registrant hereby adopts the
Registration Statement of such trust with respect to the Evergreen VA Growth and
Income Fund series thereof under the Securities Act of 1933 and the notification
of registration and Registration Statement of such trust under the Investment
Company Act of 1940.
Pursuant to Rule 414 under the Securities Act of 1933, by this amendment to
Registration Statement No. 33-83100/811-8716 on Form N-1A of Evergreen Variable
Annuity Trust, a Massachusetts business trust, the Registrant hereby adopts the
Registration Statement of such trust with respect to the Evergreen VA Foundation
Fund series thereof under the Securities Act of 1933 and the notification of
registration and Registration Statement of such trust under the Investment
Company Act of 1940.
Pursuant to Rule 414 under the Securities Act of 1933, by this amendment to
Registration Statement No. 33-83100/811-8716 on Form N-1A of Evergreen Variable
Annuity Trust, a Massachusetts business trust, the Registrant hereby adopts the
Registration Statement of such trust with respect to the Evergreen VA Global
Leaders Fund series thereof under the Securities Act of 1933 and the
notification of registration and Registration Statement of such trust under the
Investment Company Act of 1940.
Pursuant to Rule 414 under the Securities Act of 1933, by this amendment to
Registration Statement No. 33-83100/811-8716 on Form N-1A of Evergreen Variable
Annuity Trust, a Massachusetts business trust, the Registrant hereby adopts the
Registration Statement of such trust with respect to the Evergreen VA Stategic
Income Fund series thereof under the Securities Act of 1933 and the notification
of registration and Registration Statement of such trust under the Investment
Company Act of 1940.
Pursuant to Rule 414 under the Securities Act of 1933, by this amendment to
Registration Statement No. 33-83100/811-8716 on Form N-1A of Evergreen Variable
Annuity Trust, a Massachusetts business trust, the Registrant hereby adopts the
Registration Statement of such trust with respect to the Evergreen VA Aggressive
Growth Fund series thereof under the Securities Act of 1933 and the notification
of registration and Registration Statement of such trust under the Investment
Company Act of 1940.
<PAGE>
EVERGREEN VARIABLE ANNUITY TRUST
CONTENTS OF
REGISTRATION STATEMENT
This Registration Statement No. 33-83100/811-8716 consists of the following
pages, items of information and documents:
The Facing Sheet
The Contents Page
The Cross-Reference Sheet
PART A
------
Prospectus for Evergreen VA Fund, Evergreen VA Foundation Fund, Evergreen VA
Growth and Income Fund, Evergreen VA Agressive Growth Fund, Evergreen VA
Strategic Income Fund, Evergreen VA Small Cap Equity Income Fund is contained
herein.
PART B
------
Statement of Additional Information Evergreen VA Fund, Evergreen VA Foundation
Fund, Evergreen VA Growth and Income Fund, Evergreen VA Agressive Growth Fund,
Evergreen VA Strategic Income Fund, Evergreen VA Small Cap Equity Income Fund is
contained herein.
PART C
------
Financial Statements
Exhibits
Number of Holders of Securities
Indemnification
Business and Other Connections of Investment Adviser
Principal Underwriter
Location of Accounts and Records
Undertakings
Signatures
<PAGE>
EVERGREEN VARIABLE ANNUITY TRUST
CROSS REFERENCE SHEET
(as required by Rule 481(a))
N-1A Item No.
Part A Location in Prospectus
- ------ ----------------------
Item 1. Cover Page Cover Page
Item 2. Synopsis and Fee Table Overview of the Funds
Item 3. Condensed Financial Information Not Applicable
Item 4. General Description of Registrant Cover Page; Description of
the Funds; General
Information
Item 5. Management of the Fund Management of the Funds;
General Information
Item 6. Capital Stock and Other Securities Dividends, Distributions and
Taxes; General Information
Item 7. Purchase of Securities Being Offered Sale and Redemption of Shares;
Participating Insurance
Companies
Item 8. Redemption or Repurchase Sale and Redemption of Shares;
Participating Insurance
Companies
Item 9. Pending Legal Proceedings Not Applicable
Location in Statement of Part B
Additional Information
- ------ ------------------------
Item 10. Cover Page Cover Page
Item 11. Table of Contents Table of Contents
Item 12. General Information and History Not Applicable
Item 13. Investment Objectives and Policies General Information;
Fundamental Policies;
Investment Guidelines
Item 14. Management of the Fund Management of the Trust
Item 15. Control Persons and Principal Management of the Trust
Holders of Securities
Item 16. Investment Advisory and Other Services Investment Advisers;
Additional Sale and Redemption
Information
Item 17. Brokerage Allocation Brokerage
Item 18. Capital Stock and Other Securities Additional Sale and Redemption
Information
Item 19. Purchase, Redemption and Pricing of Additional Sale and Redemption
Securities Being Offered Information; Net Asset Value
Item 20. Tax Status Additional Tax Information
Item 21. Underwriters Additional Sale and Redemption
Information;
Item 22. Calculation of Performance Data Performance Information
Item 23. Financial Statements Financial Statements
Part C
Information required to be included in Part C is set forth under the
appropriate item, so numbered, in Part C to this Registration Statement.
<PAGE>
EVERGREEN VARIABLE ANNUITY TRUST
PART A
PROSPECTUS
<PAGE>
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PROSPECTUS May 1, 1998
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[Evergreen Logo Appears Here]
EVERGREEN VARIABLE ANNUITY TRUST
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Evergreen VA Fund
Evergreen VA Growth and Income Fund
Evergreen VA Foundation Fund
Evergreen VA Global Leaders Fund
Evergreen VA Strategic Income Fund
Evergreen VA Aggressive Growth Fund
Evergreen VA Small Cap Equity Income Fund
The Evergreen Variable Annuity Trust (the "Trust") is designed to provide
investors with a selection of investment alternatives which seek to provide
capital growth, income and diversification through its seven investment series
(the "Funds"). The Trust is an open-end management investment company. This
Prospectus sets forth concise information about the Trust and the Funds that a
prospective investor should know before investing. Shares of the Funds are only
sold to (a) separate accounts funding variable annuity and variable life
insurance contracts issued by life insurance companies; and (b) qualified
pension and retirement plans. The address of the Trust is 200 Berkeley Street,
Boston, Massachusetts 02116.
A Statement of Additional Information for the Trust dated May 1, 1998 has
been filed with the Securities and Exchange Commission and is incorporated by
reference herein. The Statement of Additional Information provides information
regarding certain matters discussed in this Prospectus and other matters which
may be of interest to investors, and may be obtained without charge by calling
the Trust at (800)321-9332. There can be no assurance that the investment
objective of any Fund will be achieved. Investors are advised to read this
Prospectus carefully.
The shares offered by this Prospectus are not deposits or obligations of any
bank or any subsidiaries of a bank, are not endorsed or guaranteed by any bank,
and are not insured or otherwise protected by the U.S. Government, the Federal
Deposit Insurance Corporation, the Federal Reserve Board, or any other
government agency and involve risk, including the possible loss of principal.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
Keep This Prospectus for Future Reference
<PAGE>
TABLE OF CONTENTS
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<TABLE>
<S> <C>
OVERVIEW OF THE FUNDS 2
FINANCIAL HIGHLIGHTS 3
DESCRIPTION OF THE FUNDS 7
Investment Objectives and Policies 7
Investment Practices and Restrictions 12
MANAGEMENT OF THE FUNDS 20
Investment Advisers 20
Administrator 21
Portfolio Managers 21
Sub-Adviser 21
SALE AND REDEMPTION OF SHARES 22
Participating Insurance Companies 22
Purchases 22
Redemptions 22
Dividends 23
Tax Status 23
Effect of Banking Laws 23
</TABLE>
<TABLE>
<S> <C>
GENERAL INFORMATION 24
Custodian, and Transfer and
Dividend Paying Agent 24
Expenses of the Trust 24
Shareholder Rights 24
Description of Shares 24
Performance 25
General 26
</TABLE>
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OVERVIEW OF THE FUNDS
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The following summary is qualified in its entirety by the more detailed
information contained elsewhere in this Prospectus. See "Description of the
Funds" and "Management of the Funds."
The investment adviser to the Evergreen VA Fund, Evergreen VA Growth and
Income Fund, Evergreen VA Foundation Fund, Evergreen VA Global Leaders Fund and
Evergreen VA Small Cap Equity Income Fund is Evergreen Asset Management Corp.
("Evergreen Asset") which, with its predecessors, has served as investment
adviser to the Evergreen group of mutual funds since 1971. Evergreen Asset is a
wholly-owned subsidiary of First Union National Bank ("FUNB"), which in turn is
a subsidiary of First Union Corporation, the sixth largest bank holding company
in the United States. Lieber & Company, which is also a wholly-owned subsidiary
of FUNB, furnishes Evergreen Asset with information, investment
recommendations, advice and assistance to augment its investment advisory
services. The Capital Management Group of FUNB serves as investment adviser to
Evergreen VA Aggressive Growth Fund. The investment adviser to the Evergreen VA
Strategic Income Fund is Keystone Investment Management Company ("Keystone")
which, along with its predecessors, has provided investment advisory and
management services since 1932. Keystone is a wholly-owned subsidiary of FUNB.
Evergreen VA Fund seeks to achieve capital appreciation by investing in
the securities of little-known or relatively small companies, or companies
undergoing changes which the Fund's investment adviser believes will have
favorable consequences. Income will not be a factor in the selection of
portfolio investments.
Evergreen VA Growth and Income Fund seeks to achieve a return composed of
capital appreciation in the value of its shares and current income. The Fund
will attempt to meet its objective by investing in the securities of companies
which are undervalued in the marketplace relative to those companies' assets,
breakup value, earnings, or potential earnings growth.
Evergreen VA Foundation Fund seeks, in order of priority, reasonable
income, conservation of capital and capital appreciation. The Fund invests
principally in income-producing common and preferred stocks, securities
convertible into or exchangeable for common stocks and fixed income securities.
Evergreen VA Global Leaders Fund seeks to achieve capital appreciation by
investing primarily in a diversified portfolio of U.S. and non-U.S. equity
securities of companies located in the world's major industrialized countries.
The Fund's investment adviser will attempt to screen the largest companies in
the world's major industrialized countries and cause the Fund to invest, in the
opinion of the Fund's investment adviser, in the 100 best based on certain
qualitative and quantitative criteria.
Evergreen VA Strategic Income Fund seeks high current income from interest
on debt securities and, secondarily, considers potential for growth of capital
in selecting securities.
2
<PAGE>
Evergreen VA Aggressive Growth Fund seeks long-term capital appreciation
by investing primarily in common stocks of emerging growth companies and in
larger, more well established companies, all of which are viewed by the Fund's
investment adviser as having above average appreciation potential.
Evergreen VA Small Cap Equity Income Fund is to achieve a return
consisting of current income and capital appreciation in the value of its
shares. The Fund invests in common and preferred stocks, securities convertible
into or exchangeable for common stocks and fixed income securities. In
attempting to achieve its objective, the Fund invests primarily in companies
with total market capitalizations of less than $500 million.
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FINANCIAL HIGHLIGHTS
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The tables on the following pages present, for Evergreen VA Fund,
Evergreen VA Foundation Fund, Evergreen VA Growth and Income Fund, Evergreen VA
Global Leaders Fund, Evergreen VA Strategic Income Fund and Evergreen VA
Aggressive Growth Fund financial highlights for a share outstanding throughout
each period presented. The information in the tables has been audited by KPMG
Peat Marwick LLP. The report of KPMG Peat Marwick LLP with respect to the Funds
is incorporated by reference in the Funds' Statement of Additional Information.
The following information for each Fund should be read in conjunction with the
financial statements and related notes which are incorporated by reference in
the Fund's Statement of Additional Information.
The offering of shares of the Evergreen VA Small Cap Equity Income Fund is
expected to commence on or about the date of this Prospectus. Accordingly, no
comparable data is available for shares of this Fund.
Further information about a Fund's performance is contained in the Fund's
annual report to shareholders, which may be obtained without charge.
Evergreen VA Fund
<TABLE>
<CAPTION>
Year Ended
December 31,
---------------------------
<S> <C> <C>
1997** 1996*
----- ----
Per Share Data:
Net asset value, beginning of period ............................. $ 11.41 $ 10.00
--------- --------
Income from investment operations:
Net investment income ........................................... 0.06 0.05
Net realized and unrealized gain on investments ................. 4.15 1.44
--------- --------
Total from investment operations ................................. 4.21 1.49
--------- --------
Less distributions from:
Net investment income ........................................... ( 0.05) ( 0.05)
Net realized gain on investments ................................ ( 0.68) ( 0.03)
--------- --------
Total distributions .............................................. ( 0.73) ( 0.08)
--------- --------
Net asset value, end of period ................................... $ 14.89 $ 11.41
========= ========
Total Return ..................................................... 37.16 % 14.90 %
Ratios and Supplemental Data:
Ratios to average net assets:
Total expenses .................................................. 1.01 % 1.00 %+
Total expenses, excluding indirectly paid expenses .............. 1.00 % 1.00 %+
Total expenses, excluding fee waivers and/or reimbursements ..... 1.31 % 2.38 %+
Net investment income ........................................... 0.42 % 0.87 %+
Portfolio turnover rate .......................................... 32% 6%
Average commission rate paid per share ........................... $ 0.0576 $ 0.0661
Net assets end of period (thousands) ............................. $ 21,600 $ 10,862
</TABLE>
- --------
+ Annualized.
* For the period from March 1, 1996 (commencement of operations) to December
31, 1996.
** Calculated using average shares outstanding throughout the period.
3
<PAGE>
Evergreen VA Foundation Fund
<TABLE>
<CAPTION>
Year Ended
December 31,
------------------------------
<S> <C> <C>
1997** 1996*
----- ----
Per Share Data:
Net asset value, beginning of period .............................. $ 11.31 $ 10.00
---------- ----------
Income from investment operations:
Net investment income ............................................ 0.26 0.16
Net realized and unrealized gain on investments .................. 2.86 1.37
---------- ----------
Total from investment operations .................................. 3.12 1.53
---------- ----------
Less distributions from:
Net investment income ............................................ (0.24) (0.16)
Distributions in excess of net investment income ................. 0.00(a) 0.00
Net realized gain on investments ................................. (0.65) (0.06)
---------- ----------
Total distributions ............................................... (0.89) (0.22)
---------- ----------
Net asset value, end of period .................................... $ 13.54 $ 11.31
========== ==========
Total Return ...................................................... 27.80% 15.30%
Ratios and Supplemental Data:
Ratios to average net assets:
Total expenses ................................................... 1.01% 1.00%+
Total expenses, excluding indirectly paid expenses ............... 1.00% 1.00%+
Total expenses, excluding fee waivers and/or reimbursements ...... 1.10% 1.72%+
Net investment income ............................................ 2.15% 2.70%+
Portfolio turnover rate ........................................... 26% 12%
Average commission rate paid per share ............................ $ 0.0675 $ 0.0675
Net assets end of period (thousands) .............................. $ 31,840 $ 15,812
</TABLE>
- --------
+ Annualized.
* For the period from March 1, 1996 (commencement of operations) to December
31, 1996.
(a) Amount is less than 1/2 of one cent per share.
** Calculated using average shares outstanding throughout the period.
4
<PAGE>
Evergreen VA Growth and Income Fund
<TABLE>
<CAPTION>
Year Ended
December 31,
---------------------------
<S> <C> <C>
1997** 1996*
----- ----
Per Share Data:
Net asset value, beginning of period ............................. $ 11.83 $ 10.00
--------- --------
Income from investment operations:
Net investment income ........................................... 0.08 0.06
Net realized and unrealized gain on investments ................. 4.01 1.84
--------- --------
Total from investment operations ................................. 4.09 1.90
--------- --------
Less distributions from:
Net investment income ........................................... ( 0.07) ( 0.06)
Net realized gain on investments ................................ ( 0.56) ( 0.01)
--------- --------
Total distributions .............................................. ( 0.63) ( 0.07)
--------- --------
Net asset value, end of period ................................... $ 15.29 $ 11.83
========= ========
Total Return ..................................................... 34.66 % 19.00 %
Ratios and Supplemental Data:
Ratios to average net assets:
Total expenses .................................................. 1.01 % 1.00 %+
Total expenses, excluding indirectly paid expenses .............. 1.00 % 1.00 %+
Total expenses, excluding fee waivers and/or reimbursements ..... 1.23 % 2.05 %+
Net investment income ........................................... 0.59 % 1.00 %+
Portfolio turnover rate .......................................... 18% 2%
Average commission rate paid per share ........................... $ 0.0600 $ 0.0579
Net assets end of period (thousands) ............................. $ 31,088 $ 14,484
</TABLE>
- --------
+ Annualized.
* For the period from March 1, 1996 (commencement of operations) to December
31, 1996.
** Calculated using average shares outstanding throughout the period.
5
<PAGE>
<TABLE>
<CAPTION>
Period Ended December 31, 1997*
--------------------------------------------------
<S> <C> <C> <C>
Global Aggressive Strategic
Leaders Fund Growth Fund Income Fund
---------------- ----------------- ---------------
Per Share Data:
Net asset value, beginning of period .................................... $ 10.00 $ 10.00 $ 10.00
-------- ------------ -------
Income from investment operations:
Net investment income (loss)** ......................................... 0.11 ( 0.06) 0.32
Net realized and unrealized gain on investments and foreign currency
related transactions .................................................. 0.77 1.16 0.21
-------- ------------ -------
Total from investment operations ........................................ 0.88 1.10 0.53
-------- ------------ -------
Less distributions from:
Net investment income .................................................. ( 0.06) 0 ( 0.31)
Net realized gain on investments ....................................... ( 0.03) 0 ( 0.02)
-------- ------------ -------
Total distributions ..................................................... ( 0.09) 0 ( 0.33)
-------- ------------ -------
Net asset value, end of period .......................................... $ 10.79 $ 11.10 $ 10.20
======== ============ =======
Total Return ............................................................ 8.80% 11.00% 5.28%
Ratios and Supplemental Data:
Ratios to average net assets:
Total expenses ......................................................... 1.05%+ 1.06 %+ 1.02%+
Total expenses, excluding indirectly paid expenses ..................... 1.00%+ 1.00 %+ 1.00%+
Total expenses, excluding fee waivers and/or reimbursements ............ 2.89%+ 3.02 %+ 2.67%+
Net investment income (loss) ........................................... 1.15%+ (0.74)%+ 5.34%+
Portfolio turnover rate ................................................. 11% 39% 119%
Average commission rate paid per share .................................. $0.0331 $ 0.0569 N/A
Net assets end of period (thousands) .................................... $ 2,899 $ 1,868 $2,204
</TABLE>
- --------
+ Annualized.
* For the period from March 6, 1997 (commencement of operations) to December
31, 1997.
** Calculated using average shares outstanding throughout the period.
6
<PAGE>
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DESCRIPTION OF THE FUNDS
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INVESTMENT OBJECTIVES AND POLICIES
Each Fund's investment objective is nonfundamental and can be changed
without shareholder approval. Shareholders would be given notice prior to the
implementation of any such change. In addition to the investment policies
detailed below, each Fund may employ certain additional investment strategies
which are discussed in "Investment Practices and Restrictions" and may be
subject to certain risks discussed under "Special Risk Considerations." There
can be no assurance that a Fund's investment objective will be achieved.
Evergreen VA Fund
The Evergreen VA Fund seeks to achieve its investment objective of capital
appreciation principally through investments in common stock and securities
convertible into or exchangeable for common stock of companies which are
little-known, relatively small or represent special situations which, in the
opinion of the Fund's investment adviser, offer potential for capital
appreciation. A "little-known" company means one whose business is limited to a
regional market or whose securities are closely held with only a small
proportion traded publicly. A "relatively small" company means one which has a
small share of the market for its products or services in comparison with other
companies in its field, or which provides goods or services for a limited
market. A "special situation" company is one which offers potential for capital
appreciation because of a recent or anticipated change in structure,
management, products or services. In addition to the securities described
above, the Fund may invest in securities of relatively well-known and large
companies with potential for capital appreciation. Investments may also be made
to a limited degree in non-convertible debt securities and preferred stocks
which offer an opportunity for capital appreciation. Short-term investments may
also be made if the Fund's investment adviser believes that such action will
benefit the Fund.
Evergreen VA Growth and Income Fund
The investment objective of the Evergreen VA Growth and Income Fund is to
seek to achieve a return composed of capital appreciation in the value of its
shares and current income.
The Fund seeks to achieve its investment objective by investing in the
securities of companies which are undervalued in the marketplace relative to
those companies' assets, breakup value, earnings or potential earnings growth.
These companies are often found among those which have had a record of
financial success but are currently in disfavor in the marketplace for reasons
the Fund's investment adviser perceives as temporary or erroneous.
Such investments when successfully timed are expected to be the means for
achieving the Fund's investment objective. This inherently contrarian approach
may require greater reliance upon the analytical and research capabilities of
the Fund's investment adviser than an investment in certain other equity funds.
Consequently, an investment in the Fund may involve more risk than an
investment in other equity funds.
The Fund will use the "value timing" approach as a process for purchasing
securities when events indicate that fundamental investment values are being
ignored in the marketplace. Fundamental investment value is based on one or
more of the following: assets -- tangible and intangible (examples of the
latter include brand names or licenses); capitalization of earnings; cash flow
or potential earnings growth. A discrepancy between market valuation and
fundamental value often arises due to the presence of unrecognized assets or
business opportunities, or as a result of incorrectly perceived or short-term
negative factors. Changes in regulations, basic economic or monetary shifts and
legal action (including the initiation of bankruptcy proceedings) are some of
the factors that create these capital appreciation opportunities. If the
securities in which the Fund invests never reach their perceived potential or
the valuation of such securities in the marketplace does not in fact reflect
significant undervaluation, there may be little or no appreciation or a
depreciation in the value of such securities.
The Fund will invest primarily in common stocks and securities convertible
into or exchangeable for common stock. It is anticipated that the Fund's
investments in these securities will contribute to the Fund's return primarily
through capital appreciation. In addition, the Fund will invest in
nonconvertible preferred stocks and debt securities. It is anticipated that the
Fund's investments in these securities will also produce capital appreciation
but the
7
<PAGE>
current income component of return will be a more significant factor in their
selection. However, the Fund will invest in nonconvertible preferred stock and
debt securities only if the anticipated capital appreciation plus income from
such investments is equivalent to that anticipated from investments in equity
or equity-related securities. The Fund may invest up to 5% of its total assets
in debt securities which are rated below investment grade, commonly known as
"junk bonds." Investments of this type are subject to greater risk of loss of
principal and interest. The Fund may invest up to 25% of its assets in foreign
securities. See "Special Risk Considerations."
Evergreen VA Foundation Fund
The investment objectives of the Evergreen VA Foundation Fund, in order of
priority, are to seek to provide reasonable income, conservation of capital and
capital appreciation. The Fund seeks to achieve these objectives by investing
in a combination of common stocks, preferred stocks, securities convertible
into or exchangeable for common stocks, corporate and U.S. Government debt
obligations, and short-term debt instruments, such as commercial paper. The
Fund's common stock investments will include those which (at the time of
purchase) pay dividends and in the view of the Fund's investment adviser have
potential for capital enhancement. The Fund may also invest up to 25% of its
assets in foreign securities. See "Special Risk Considerations."
The Fund may make investments in securities regardless of whether or not
such securities are traded on a national securities exchange. Securities not
traded on a national securities exchange are generally traded on a "net" basis
with dealers acting as principals for their own accounts without stated
commissions, although the price of the securities usually includes profits to
the dealers. While the Fund's investment adviser generally seeks reasonably
competitive spreads or commissions, the Fund will not necessarily be paying the
lowest spread or commission available. Also the market for such securities may
not be as liquid as those traded on a national securities exchange.
While income will be a factor in the selection of equity securities, the
Fund's investment adviser will attempt to identify securities that offer
potential for long term capital appreciation, but that do not exhibit any
speculative characteristics. The Fund will not make equity investments with a
view toward realizing short-term gains. The value of portfolio securities and
their yields are expected to fluctuate over time because of varying general
economic and market conditions. Accordingly, there can be no assurance that the
Fund's investment objectives will be achieved.
The Fund's asset allocation will vary from time to time in accordance with
changing economic and market conditions, including: inflation rates; business
cycle trends; business regulations; and tax law impacts on the investment
markets. The composition of its portfolio will be largely unrestricted and
subject to the discretion of the Fund's investment adviser. Under normal
circumstances, the Fund anticipates that at least 25% of its net assets will
consist of fixed income securities. The balance will be invested in equity
securities (including securities convertible into equity securities).
In selecting fixed income securities for the Fund's portfolio, emphasis
will be placed on issues expected to fluctuate little in value other than as a
result of changes in prevailing interest rates. The market value of the debt
obligations in the Fund's portfolio can be expected to vary inversely to
changes in prevailing interest rates. The Fund may at times emphasize the
generation of interest income by investing in high-yielding debt securities,
with short, medium or long-term maturities. While fixed income investments will
generally be made for the purpose of generating interest income, investments in
medium to long-term debt securities (i.e., those with maturities from five to
ten years and those with maturities over ten years, respectively) may be made
with a view to realizing capital appreciation when the Fund's investment
adviser believes changes in interest rates will lead to an increase in the
value of such securities. The fixed income portion of the Fund's portfolio may
include:
1. Marketable obligations of, or guaranteed by, the United States
Government, its agencies or instrumentalities, including issues of the United
States Treasury, such as bills, certificates of indebtedness, notes and bonds,
and issues of agencies and instrumentalities established under the authority of
an act of Congress. Some of these securities are supported by the full faith
and credit of the United States Government, and others are supported only by
the credit of the agency or instrumentality. Agencies or instrumentalities
whose securities are supported by the full faith and credit of the United
States include, but are not limited to, the Federal Housing Administration,
Farmers Home Administration, Export-Import Bank of the United States, Small
Business Administration and Government National Mortgage Association. Agencies
or instrumentalities whose securities are supported only by the credit of
8
<PAGE>
the agency or instrumentality include the Interamerican Development Bank and
the International Bank for Reconstruction and Development. These obligations
are supported by appropriated but unpaid commitments of their member countries.
There are no assurances that the commitments will be fulfilled in the future.
2. Corporate obligations rated no lower than A by Moody's Investors
Service, Inc. ("Moody's") or A-2 by Standard & Poor's Ratings Group ("S&P").
3. Obligations of banks or banking institutions having total assets of
more than $2 billion which are members of the Federal Deposit Insurance
Corporation.
4. Commercial paper of high quality (rated no lower than A-2 by S&P or
Prime-2 by Moody's or, if not rated, issued by companies which have an
outstanding long-term debt issue rated AAA or AA by S&P or Aaa or Aa by
Moody's).
Certain obligations may be entitled to the benefit of standby letters of
credit or similar commitments issued by banks and, in such instances, the
Fund's investment adviser will take into account the obligation of the bank in
assessing the quality of such security. For a description of the ratings set
forth above, see the Statement of Additional Information.
Evergreen VA Global Leaders Fund
The investment objective of the Evergreen VA Global Leaders Fund is to
seek to provide long-term capital growth. The Fund will attempt to achieve its
objective by investing primarily in a diversified portfolio of U.S. and
non-U.S. equity securities of companies located in the world's major
industrialized countries. There can be no assurance that the Fund will be able
to achieve its investment objective. Under normal conditions at least 65% of
the Fund's total assets will consist of global equity securities. The Fund will
make investments in no less than three countries, which may include the United
States. In addition to the United States, the countries in which the Fund may
invest include, but are not limited to, Australia, Austria, Belgium, Canada,
Denmark, Finland, France, Germany, Hong Kong, Italy, Japan, Malaysia,
Netherlands, New Zealand, Norway, Singapore, Spain, Sweden, Switzerland and the
United Kingdom.
Evergreen Asset, the Fund's investment adviser, will attempt to screen the
largest companies in these and other major industrialized countries and cause
the Fund to invest, in the opinion of the Fund's investment adviser, in the 100
best based on certain qualitative and quantitative criteria. Such companies may
include those with the highest return on equity and consistent earnings growth.
They may also include companies with an established market presence, or which
operate in industries or sectors that have, in the opinion of the Fund's
investment adviser, significant growth prospects. The criteria will be reviewed
and evaluated on an ongoing basis by the Fund's investment adviser.
In determining what constitutes a major industrialized country, the Fund's
investment adviser will look to classifications set forth in the Morgan Stanley
Capital International ("MSCI") Index and the various reports on this subject
disseminated by the World Bank. The Fund's investment adviser will utilize a
series of weighing techniques to insure adequate diversification by country and
industry and attempt to identify the largest companies in each market,
primarily by reference to the market capitalizations published in the MSCI
Index.
Although, as stated above, the Fund expects that investments will be made
in no fewer than three countries including the United States, the Fund may
invest more than 25% of its total assets in one country. To the extent that the
Fund invests more than 25% of its total assets in the securities of issuers
located in one country, the value of the Fund's shares may be subject to
greater fluctuations due to the lesser degree of diversification across
countries such a policy affords, and the fact that the securities markets of
certain countries may be subject to greater risks and volatility than that
which exists in the United States. See "Special Risk Considerations."
Evergreen VA Strategic Income Fund
Evergreen VA Strategic Income Fund seeks high current income from interest
on debt securities. Secondarily, the Fund considers potential for growth of
capital in selecting securities. The Fund allocates its assets principally
between eligible domestic high yield, high risk bonds and debt securities of
foreign governments and foreign
9
<PAGE>
corporations. In addition, the Fund will, from time to time, allocate a portion
of its assets to U.S. Government securities. This allocation will be made on
the basis of the assessment by the Fund's investment adviser of global
opportunities for high income. From time to time, the Fund may invest 100% of
its assets in U.S. or foreign securities.
The Fund may invest principally in domestic debt obligations, including
zero coupon bonds and payment-in-kind securities ("PIKs"), debentures,
convertible debentures, fixed, increasing and adjustable rate bonds, stripped
bonds, mortgage bonds, mortgage-backed securities, corporate notes (including
convertible notes) with maturities at the date of issue of at least five years
(which may be senior or junior to other bonds), equipment trust certificates,
and units consisting of bonds with stock or warrants to buy stock attached.
The Fund may also invest in debt obligations issued or guaranteed by
foreign corporations, certain supranational entities (such as the World Bank)
and foreign governments, their agencies and instrumentalities, and debt
obligations issued by U.S. corporations denominated in non-U.S. currencies. The
Fund may also invest in debt instruments issued or guaranteed by the U.S.
Government, its agencies or instrumentalities ("U.S. Government securities").
Certain of these obligations, including U.S. Treasury notes and bonds and
Government National Mortgage Association debentures, are issued by, or
guaranteed with respect to both principal and interest by, the full faith and
credit of the U.S.Government. Certain other U.S. Government securities, issued
or guaranteed by federal agencies or government-sponsored enterprises, are not
supported by the full faith and credit of the U.S. Government. These latter
securities may include obligations supported by the right of the issuer to
borrow from the U.S. Treasury, such as obligations of the Federal Home Loan
Mortgage Corporation, and obligations supported by the credit of the
instrumentality such as Federal National Mortgage Association bonds. U.S.
Government securities in which the Fund may invest include zero coupon U.S.
Treasury securities, mortgage-backed securities and money market instruments.
While the Fund may invest in securities of any maturity, it is currently
expected that the Fund will not invest in securities with maturities of more
than 30 years.
The level of income sought by the Fund is ordinarily associated with high
yield, high risk bonds and similar securities in the lower rating categories of
the recognized rating agencies or with securities that are unrated. Such bonds
generally involve greater volatility of price and risk of principal and income
than bonds in the higher rating categories and are, on balance, considered
predominantly speculative. See "Special Risk Considerations." The Fund's
investment adviser considers the ratings of Moody's and S&P assigned to various
securities, but does not rely solely on these ratings because (1) Moody's and
S&P assigned ratings are based largely on historical financial data and may not
accurately reflect the current financial outlook of companies; and (2) there
can be large differences among the current financial conditions of issuers
within the same rating category.
Since the Fund takes an aggressive approach to investing, the Fund's
investment adviser tries to maximize the return by controlling risk through
diversification, credit analysis, review of sector and industry trends,
interest rate forecasts and economic analysis. The analysis by the Fund's
investment adviser of securities focuses on factors such as interest or
dividend coverage, asset values, earnings prospects and the quality of
management of the issuer. In making investment recommendations, the Fund's
investment adviser also considers current income, potential for capital
appreciation, maturity structure, quality guidelines, coupon structure, average
yield, percentage of zero coupon bonds and PIKs, percentage of non-accruing
items and yield to maturity.
The Fund may also invest in preferred stocks, including adjustable rate
preferred stocks and convertible preferred stocks, common stocks and other
equity securities, including convertible securities and warrants, which may be
used to create other permissible investments. Such investments must be
consistent with the Fund's primary objective of seeking a high level of current
income or be acquired as part of a unit combining income and equity securities.
In addition, the Fund may invest in limited partnerships, including master
limited partnerships.
The Fund may also invest in the following types of money market
securities: (1) obligations issued or guaranteed by the U.S. Government or by
any agency or instrumentality of the U.S. Government; (2) commercial paper,
including master demand notes, that at the date of investment is rated A-1 by
S&P, Prime-1 by Moody's, or, if not rated by such services, is issued by a
company that at the date of investment has an outstanding issue rated A or
better by S&P or Moody's; (3) obligations, including certificates of deposit
and bankers' acceptances, of banks or savings and loan associations having at
least $1 billion in assets as of the date of their most recently published
financial statements that are members of the Federal Deposit Insurance
Corporation, including U.S. branches of
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<PAGE>
foreign banks and foreign branches of U.S. banks; and (4) obligations of U.S.
corporations that at the date of investment are rated A or better by S&P or
Moody's. For a description of the ratings set forth above, see the Statement of
Additional Information.
Evergreen VA Aggressive Growth Fund
The investment objective of the Evergreen VA Aggressive Growth Fund is to
seek to achieve long-term capital appreciation by investing primarily in common
stocks of emerging growth companies and larger, more well established
companies, all of which are viewed by the Fund's investment adviser as having
above-average appreciation potential. Under normal circumstances, the Fund
intends to invest at least 65% of its net assets in common stocks or securities
convertible into common stocks. The Fund's investment adviser considers an
emerging growth company to be one which is still in the developmental stage,
yet has demonstrated, or is expected to achieve, growth of earnings over
various major business cycles. Important qualities of any emerging growth
company include sound management and a good product with growing market
opportunities. To the extent that its assets are not invested in common stocks
or securities convertible into common stocks, the Fund also may invest its
assets in, or enter into repurchase agreements with banks or broker-dealers
with respect to, investment grade corporate bonds, U.S. Government securities,
commercial paper and certificates of deposit of domestic banks.
Consistent with its investment objective, the Fund also may invest in
equity securities of seasoned, established companies which its investment
adviser believes have above-average appreciation potential similar to that of
companies in the developmental stage. This may be due, for example, to
management change, new technology, new product or service developments, changes
in demand, or other factors. Investments in stocks of emerging growth companies
may involve special risks. Securities of lesser-known, relatively small and
special situation companies tend to be speculative and volatile. Therefore, the
current net asset value of the Fund's shares may vary significantly.
Accordingly, the Fund should not be considered suitable for investors who are
unable or unwilling to assume the risks of loss inherent in such a program, nor
should investment in the Fund be considered a balanced or complete investment
program.
Evergreen VA Small Cap Equity Income Fund
The investment objective of Evergreen VA Small Cap Equity Income Fund is
to seek to achieve a return consisting of current income and capital
appreciation in the value of its shares. The emphasis on current income and
capital appreciation will be relatively equal although, over time, changes in
market conditions and the level of interest rates may cause the Fund to vary
its emphasis between these two elements in its search for the optimum return
for its shareholders. The Fund seeks to achieve its investment objective
through investments in common stocks, preferred stocks, securities convertible
into or exchangeable for common stocks and fixed income securities. Under
normal circumstances, the Fund will invest at least 65% of its total assets in
equity securities (including convertible debt securities) of companies that, at
the time of purchase, have "total market capitalization" -- present market
value per share multiplied by the total number of shares outstanding -- of less
than $1 billion. The Fund may invest up to 35% of its total assets in equity
securities of companies that at the time of purchase have a total market
capitalization of $1 billion or more, and in excess of that percentage during
temporary defensive periods.
To the extent that the Fund seeks capital appreciation, it expects that
its investments will provide growth over the long-term. Investments, however,
may be made on occasion for the purpose of short-term capital appreciation if
the Fund believes that such investments will benefit its shareholders.
Purchasing securities for short-term trading is subject to certain rules and
involves additional brokerage expenses. The Fund may make investments in
securities regardless of whether or not such securities are traded on a
national securities exchange and may invest up to 5% of its total assets in
foreign securities. The value of portfolio securities and their yields are
expected to fluctuate over time because of varying general economic
and market conditions.
The Fund's portfolio will vary over time depending upon the economic
outlook and market conditions. The composition of its portfolio will be subject
to the discretion of the Fund's investment adviser. Ordinarily, the Fund
anticipates that most of its portfolio will consist of equity securities and
convertible debt securities. A significant portion of the equity investments,
however, will be income producing. If in the judgment of the Fund's investment
adviser a defensive position is appropriate, the Fund may take a defensive
position and invest without limit in debt securities or government securities
or hold its assets in cash or cash equivalents. The quality standards for debt
securities include: obligations of banks and commercial paper rated no lower
than P-2 by Moody's Investor's Service ("Moody's"),
11
<PAGE>
A-2 by Standard and Poor's Ratings Service ("S&P") or securities having a
comparable rating from another nationally recognized statistical rating
organization ("SRO"); and non-convertible debt securities rated no lower than
Baa by Moody's) or BBB by S&P. Securities rated Baa or BBB may have speculative
characteristics. Changes in economic conditions are more likely to weaken the
capacity of the issuers of such bonds to make the interest and principal
payments than would be the case with higher rated bonds. However, like higher
rated bonds, these securities may be considered investment grade. For a
description of such ratings see the Statement of Additional Information.
INVESTMENT PRACTICES AND RESTRICTIONS
In addition to making the investments described above, each of the Funds
(except as stated herein) may invest in cash and cash equivalents and
short-term debt securities, write covered put and call options, purchase put
and call options, engage in transactions in futures contracts and related
options, engage in forward foreign currency exchange transactions, enter into
repurchase agreements, lend portfolio securities, enter into transactions on a
"when issued" or delayed settlement basis, enter into forward commitments,
invest in the securities of other investment companies and borrow funds under
certain limited circumstances. These investment strategies and instruments
referred to above and the risks related to them are discussed below and certain
of these strategies and instruments are described in more detail in the
Statement of Additional Information.
Defensive Investments. The Funds may invest without limitation in high quality
- ---------------------
money market instruments, such as notes, certificates of deposit or bankers'
acceptances, or U.S. Government securities if, in the opinion of the Funds'
investment advisers, market conditions warrant a temporary defensive investment
strategy.
Portfolio Turnover and Brokerage. It is anticipated that the annual portfolio
- --------------------------------
turnover rate for Evergreen VA Fund, Evergreen VA Growth and Income Fund,
Evergreen VA Strategic Income Fund, Evergreen VA Aggressive Growth Fund,
Evergreen VA Global Leaders Fund and Evergreen VA Small Cap Equity Income Fund
may exceed 100%. A portfolio turnover rate of 100% would occur if all of a
Fund's portfolio securities were replaced in one year. The annual turnover rate
for the fixed income portion of the Evergreen VA Foundation Fund generally will
not exceed 200%. A 200% turnover rate is greater than that of most other
investment companies. The portfolio turnover rate experienced by a Fund
directly affects brokerage commissions and other transaction costs which the
Fund bears directly. A high rate of portfolio turnover will increase such
costs. It is contemplated that Lieber & Company, an affiliate of Evergreen
Asset and a member of the New York and American Stock Exchanges, will to the
extent practicable effect substantially all of the portfolio transactions for
the Funds managed by Evergreen Asset effected on those exchanges. See the
Statement of Additional Information for further information regarding the
brokerage allocation practices of the Funds.
Borrowing. Each Fund may borrow money to the extent permitted by applicable
- ---------
law. This includes borrowings from banks as a temporary measure for
extraordinary or emergency purposes. The proceeds from borrowings may be used
to facilitate redemption requests which might otherwise require the untimely
disposition of portfolio securities. The Funds will not engage in leveraging.
The specific limits and other terms applicable to borrowing by each Fund are
set forth in the Statement of Additional Information.
Lending of Portfolio Securities. In order to generate income and to offset
- -------------------------------
expenses, the Funds may lend portfolio securities to brokers, dealers and other
financial institutions. Each Fund's investment adviser will monitor the
creditworthiness of such borrowers. Loans of securities by the Funds, if and
when made, must be collateralized by cash or U.S. Government securities that
are maintained at all times in an amount equal to at least 100% of the current
market value of the securities loaned, including accrued interest. While such
securities are on loan, the borrower will pay a Fund any income accruing
thereon, and the Fund may invest the cash collateral in portfolio securities,
thereby increasing its return. Any gain or loss in the market price of the
loaned securities which occurs during the term of the loan would affect a Fund
and its investors. A Fund has the right to call a loan and obtain the
securities loaned at any time on notice of not more than five business days. A
Fund may pay reasonable fees in connection with such loans. Lending portfolio
securities involves risks of delay in recovery of the loaned securities or, in
some cases, loss of rights in the collateral should the borrower fail
financially.
Illiquid Securities. The Funds may invest up to 15% of their net assets in
- -------------------
illiquid securities and other securities which are not readily marketable,
including repurchase agreements with maturities longer than seven days.
Securities eligible for resale pursuant to Rule 144A under the Securities Act
of 1933, which have been determined to be liquid, will not be considered by
each Fund's investment adviser to be illiquid or not readily marketable and,
therefore, are
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<PAGE>
not subject to the aforementioned 15% limit. The inability of a Fund to dispose
of illiquid or not readily marketable investments readily or at a reasonable
price could impair the Fund's ability to raise cash for redemptions or other
purposes. The liquidity of securities purchased by a Fund which are eligible
for resale be monitored by each Fund's investment adviser, on an ongoing basis,
subject to the oversight of the Trustees. In the event that such a security is
deemed to be no longer liquid, a Fund's holdings will be reviewed to determine
what action, if any, is required to ensure that the retention of such security
does not result in a Fund having more than 15% of its assets invested in
illiquid or not readily marketable securities.
Repurchase Agreements. Each Fund may enter into repurchase agreements with
- ---------------------
member banks of the Federal Reserve System, including a Fund's custodian or
primary dealers in U.S. Government securities. A repurchase agreement is an
arrangement pursuant to which a buyer purchases a security and simultaneously
agrees to resell it to the vendor at a price that results in an agreed-upon
market rate of return which is effective for the period of time (which is
normally one to seven days, but may be longer) the buyer's money is invested in
the security. The arrangement results in a fixed rate of return that is not
subject to market fluctuations during the holding period. A Fund requires
continued maintenance of collateral with its custodian in an amount at least
equal to the repurchase price (including accrued interest). In the event a
vendor defaults on its repurchase obligation, a Fund might suffer a loss to the
extent that the proceeds from the sale of the collateral were less than the
repurchase price. If the vendor becomes the subject of bankruptcy proceedings,
a Fund might be delayed in selling the collateral. Each Fund's investment
adviser will review and continually monitor the creditworthiness of each
institution with which a Fund enters into a repurchase agreement to evaluate
these risks.
Reverse Repurchase Agreements. Each Fund may borrow money by entering into a
- -----------------------------
"reverse repurchase agreement" by which it agrees to sell portfolio securities
to financial institutions such as banks and broker-dealers and to repurchase
them at a mutually agreed upon date and price, for temporary or emergency
purposes. At the time a Fund enters into a reverse repurchase agreement, it
will place in a segregated custodial account cash, U.S. Government securities
or liquid high grade debt obligations having a value at least equal to the
repurchase price (including accrued interest) and will subsequently monitor the
account to ensure that such equivalent value is maintained. Reverse repurchase
agreements involve the risk that the market value of the securities sold by the
Fund may decline below the repurchase price of those securities.
When-Issued Securities. Each Fund may purchase securities on a when-issued
- ----------------------
basis. In the event securities are purchased on a "when-issued" basis (i.e.,
for delivery beyond the normal settlement date at a stated price and yield), a
Fund generally would not pay for such securities or start earning interest on
them until they are received. However, when a Fund purchases securities on a
when-issued basis, it assumes the risks of ownership at the time of purchase,
not at the time of receipt. Failure of the issuer to deliver a security
purchased on a when-issued basis may result in the Fund incurring a loss or
missing an opportunity to make an alternative investment. Commitments to
purchase when-issued securities will not exceed 25% of a Fund's total assets. A
Fund will maintain cash or liquid high grade debt obligations in a segregated
account with its custodian in an amount equal to such commitments. No Fund will
purchase when-issued securities for speculative purposes, but only in
furtherance of its investment objectives. Evergreen VA Strategic Income Fund
currently does not intend to invest more than 5% of its total assets in
when-issued transactions.
Securities of Other Investment Companies. Each Fund may invest in the
- ----------------------------------------
securities of other open-end investment companies that have investment
objectives and policies similar to its own or which are, in the opinion of each
Fund's investment adviser, suitable short-term investment vehicles. Each Fund's
investment adviser will waive its investment advisory fee on assets invested by
a Fund in securities of other open-end investment companies. Any investment by
a Fund in the securities of other investment companies will be subject to the
limitations on such investments contained in the Investment Company Act of
1940, as amended ("1940 Act").
American and European Depositary Receipts. All Funds except Evergreen VA Fund
- -----------------------------------------
may purchase foreign securities in the form of American Depositary Receipts
("ADRs"), European Depositary Receipts ("EDRs"), Global Depositary Receipts
("GDRs") or other securities convertible into securities of corporations in
which the Funds are permitted to invest pursuant to their respective investment
objectives and policies. These securities may not necessarily be denominated in
the same currency into which they may be converted. ADRs are receipts typically
issued by a
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United States bank or trust company which evidence ownership of underlying
securities issued by a foreign corporation. EDRs are receipts issued in Europe
by banks or depositories which evidence a similar ownership arrangement.
Generally, ADRs, in registered form, are designed for use in United States
securities markets and EDRs, in bearer form, are designed for use in European
securities markets.
Forward Commitments. Each Fund may make contracts to purchase securities for a
- -------------------
fixed price at a future date beyond customary settlement time ("forward
commitments") if it holds, and maintains until the settlement date in a
segregated account, cash or high-grade debt obligations in an amount sufficient
to meet the purchase price, or if it enters into offsetting contracts for the
forward sale of other securities it owns. Forward commitments may be considered
securities in themselves and involve a risk of loss if the value of the
security to be purchased declines prior to the settlement date, which risk is
in addition to the risk of decline in value of the Fund's other assets. Where
such purchases are made through dealers, the Fund relies on the dealer to
consummate the sale. The dealer's failure to do so may result in the loss to
the Fund of an advantageous yield or price.
Hedging Techniques
In addition to making investments directly in securities, the Funds may
write covered put and call options and hedge their investments by purchasing
options and engaging in transactions in futures contracts and related options.
The investment adviser to the Evergreen VA Fund, Evergreen VA Growth and Income
Fund and Evergreen VA Foundation Fund does not currently intend to write
covered put options, purchase options or engage in transactions in futures
contracts and related options, but may do so in the future. The Funds may
engage in foreign currency exchange transactions to protect against changes in
future exchange rates.
Writing Options. Each Fund may write covered call and put options on certain
- ---------------
portfolio securities in an attempt to earn income and realize a higher return
on their portfolios. A call option gives the purchaser of the option the right
to buy a security from the writer at the exercise price at any time during the
option period. An option may not be written if, afterwards, securities
comprising more than 5% of the market value of a Fund's equity securities would
be subject to call options. A Fund realizes income from the premium paid to it
in exchange for writing the call option. Once it has written a call option on a
portfolio security and until the expiration of such option, a Fund forgoes the
opportunity to profit from increases in the market price of such security in
excess of the exercise price of the call option. Should the price of the
security on which a call has been written decline, a Fund bears the risk of
loss, which would be offset to the extent the Fund has received premium income.
A Fund will only write "covered" options traded on recognized securities
exchanges. An option will be deemed covered when a Fund either owns the
security (or securities convertible into such security) on which the option has
been written in an amount sufficient to satisfy the obligations arising under a
call option; or (ii) in the case of call and put options, the Fund's custodian
maintains cash or high-grade liquid debt securities belonging to the Fund in an
amount not less that the amount needed to satisfy the Fund's obligations with
respect to options written on securities it does not own. A "closing purchase
transaction" may be entered into with respect to a call option written by a
Fund for the purpose of closing its position. The Fund will realize a profit
(or loss) from such transaction if the cost of such transaction is less (or
more) than the premium received from the writing of the option. Because
increases in the market price of a call option will generally reflect increases
in the market price of the underlying security, any loss resulting from the
repurchase of a call option may be offset in whole or in part by unrealized
appreciation of the underlying security owned by the Fund.
Purchasing Put and Call Options on Securities. Each Fund may purchase put
- ---------------------------------------------
options to protect its portfolio holdings in an underlying security against a
decline in market value. This protection is provided during the life of the put
option since the Fund, as holder of the put, is able to sell the underlying
security at the exercise price regardless of any decline in the underlying
security's market price. For the purchase of a put option to be profitable, the
market price of the underlying security must decline sufficiently below the
exercise price to cover the premium and transaction costs. By using put options
in this manner, any profit which the Fund might otherwise have realized on the
underlying security will be reduced by the premium paid for the put option and
by transaction costs.
A Fund may also purchase a call option to hedge against an increase in
price of a security that it intends to purchase. This protection is provided
during the life of the call option since the Fund, as holder of the call, is
able to buy the underlying security at the exercise price regardless of any
increase in the underlying security's market
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<PAGE>
price. For the purchase of a call option to be profitable, the market price of
the underlying security must rise sufficiently above the exercise price to
cover the premium and transaction costs. By using call options in this manner,
any profit which the Fund might have realized had it bought the underlying
security at the time it purchased the call option will be reduced by the
premium paid for the call option and by transaction costs.
Futures, Options and Other Derivative Instruments. In addition to writing
- -------------------------------------------------
covered call and put options, a Fund may purchase and sell various financial
instruments ("Derivative Instruments") such as financial futures contracts
(including interest rate, index and foreign currency futures contracts),
options (such as options on securities, indices, foreign currencies and futures
contracts), forward currency contracts and interest rate, equity index and
currency swaps, caps, collars and floors. The index Derivative Instruments the
Fund may use may be based on indices of U.S. or foreign equity or debt
securities. These Derivative Instruments may be used, for example, to preserve
a return or spread, to lock in unrealized market value gains or losses, to
facilitate or substitute for the sale or purchase of securities, to manage the
duration of securities, to alter the exposure of a particular investment or
portion of the Fund's portfolio to fluctuations in interest rates or currency
rates, to uncap a capped security or to convert a fixed rate security into a
variable rate security or a variable rate security into a fixed rate security.
A Fund's ability to use these instruments may be limited by market
conditions, regulatory limits and tax considerations. A Fund might not use any
of these strategies, and there can be no assurance that any strategy that is
used will succeed. See the Statement of Additional Information for more
information regarding these instruments and the risks relating thereto.
Risks of Derivative Instruments. The use of Derivative Instruments, including
- -------------------------------
written put and call options, involves special risks, including: (1) the lack
of, or imperfect, correlation between price movements of the Fund's current or
proposed portfolio investments that are the subject of the transactions as well
as price movements of the Derivative Instruments involved in the transaction;
(2) possible lack of a liquid secondary market for any particular Derivative
Instrument at a particular time; (3) the need for additional portfolio
management skills and techniques; (4) losses due to unanticipated market price
movements; (5) the fact that, while such strategies can reduce the risk of
loss, they can also reduce the opportunity for gain, or even result in losses,
by offsetting favorable price movements in portfolio investments; (6) incorrect
forecasts by a Fund's investment adviser concerning interest or currency
exchange rates or direction of price fluctuations of the investment that is the
subject of the transaction, which may result in the strategy being ineffective;
(7) loss of premiums paid by the Fund on options it purchases; and (8) the
possible inability of the Fund to purchase or sell a portfolio security at a
time when it would otherwise be favorable for it to do so, or the need to sell
a portfolio security at a disadvantageous time, due to the need for the Fund to
maintain "cover" or to segregate securities in connection with such
transactions and the possible inability of the Fund to close out or liquidate
its positions.
A Fund's investment adviser may use Derivative Instruments, including
written put and call options, for hedging purposes (i.e. by paying a premium or
foregoing the opportunity for profit in return for protection against downturns
in markets generally or the prices of individual securities or currencies) and
also may use Derivative Instruments to try to enhance the return
characteristics of a Fund's portfolio of investments (i.e. by receiving
premiums in connection with the writing of options and thereby accepting the
risk of downturns in markets generally or the prices of individual securities
or currencies or by paying premiums with the hope that the underlying
Derivative Instruments will appreciate). The use of Derivative Instruments for
hedging purposes or to enhance a Fund's return characteristics can increase
investment risk. If a Fund's investment adviser judges market conditions
incorrectly or employs a strategy that does not correlate well with the Fund's
investments, these techniques could result in a loss, regardless of whether the
intent was to reduce risk or increase return. These techniques may increase the
volatility of a Fund and may involve a small investment of cash relative to the
magnitude of the risk assumed, resulting in leverage. In addition, these
techniques could result in a loss if the counterparty to the transaction does
not perform as promised or if there is not a liquid secondary market to close
out a position that the Fund has entered into. Options and futures transactions
may increase portfolio turnover rates, which would result in greater commission
expenses and transaction costs.
Foreign Currency Transactions. The Funds may enter into foreign currency
- -----------------------------
transactions to obtain the necessary currencies to settle securities
transactions. Currency transactions may be conducted either on a spot or cash
basis at prevailing rates or through forward foreign currency exchange
contracts ("forward contracts"). A Fund may also enter into forward foreign
currency exchange contracts to protect Fund assets denominated in a foreign
currency
15
<PAGE>
against adverse changes in foreign currency exchange rates or exchange control
regulations. Such changes could unfavorably affect the value of Fund assets
which are denominated in foreign currencies, such as foreign securities or
funds deposited in foreign banks, as measured in U.S. dollars. The use of
forward contracts for hedging purposes may limit any potential gain that might
result from a relative increase in the value of such currencies and might, in
certain cases, result in losses to the Fund.
Forward Foreign Currency Exchange Contracts. A forward contract is an
- -------------------------------------------
obligation to purchase or sell an amount of a particular currency at a specific
price and on a future date agreed upon by the parties. Generally, no commission
charges or deposits are involved. At the time a Fund enters into a forward
contract, Fund assets with a value equal to the Fund's obligation under the
forward contract are segregated and are maintained until the contract has been
settled. The Funds will not enter into a forward contract with a term of more
than one year. In addition to forward contracts entered into for hedging
purposes, the Funds will generally enter into a forward contract to provide the
proper currency to settle a securities transaction at the time the transaction
occurs ("trade date"). The period between trade date and settlement date will
vary between 24 hours and 60 days, depending upon local custom.
As described above, a Fund may enter into forward contracts in primarily
two circumstances. First, when a Fund enters into a contract for the purchase
or sale of a security denominated in a foreign currency, it may desire to "lock
in" the U.S. dollar price of the security. By entering into a forward contract
for the purchase or sale, for a fixed amount of dollars, of the amount of
foreign currency involved in the underlying security transaction, the Fund will
be able to protect itself against a possible loss resulting from an adverse
change in the relationship between the U.S. dollar and the subject foreign
currency during the period between the date the security is purchased or sold
and the date on which payment is made or received.
Second, when a Fund's investment adviser believes that the currency of a
particular foreign country may suffer a decline against the U.S. dollar, the
Fund may enter into a forward contract to sell, for a fixed amount of dollars,
the amount of foreign currency approximating the value of some or all of the
Fund's portfolio securities denominated in such foreign currency. The precise
matching of the forward contract amount and the value of such securities
denominated in foreign currencies will change as a consequence of market
movements in the value of those securities between the date the forward
contract is entered into and the date it matures. The Funds do not intend to
enter into such forward contracts under this second circumstance on a regular
or continuous basis.
In the second circumstance, a Fund's custodian will segregate cash or
liquid high-grade debt securities belonging to the Fund in an amount not less
than the value of the assets committed to forward foreign currency contracts
entered into under such transactions. If the value of the securities segregated
declines, additional cash or debt securities will be added on a daily basis
(i.e. marked to market) so that the segregated amount will not be less than the
amount of the Fund's commitments with respect to such contracts.
Hedging/Cross Hedging. A cross hedge is accomplished by entering into a forward
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contract or other arrangement with respect to one foreign currency for the
purpose of hedging against a possible decline in the value of another foreign
currency in which certain of the Fund's portfolio instruments are denominated.
The Funds' investment advisers may cause a Fund to enter into a cross hedge,
rather than hedge directly, in instances where (i) the rates for forward
contracts, options, futures contract or options on futures contracts relating
to the currency in which the cross hedge is effected are more favorable than
rates for similar instruments denominated in the currency that is to be hedged,
and (ii) there is a high degree of correlation between the two currencies with
respect to their movement against the U.S. dollar. Cross hedges may be effected
using the various hedging instruments described below. A cross hedge cannot
protect against exchange rate risks perfectly, and if a Fund's investment
adviser is incorrect in its judgment of future exchange rate relationships, the
Fund could be in a less advantageous position than if such a hedge had not been
established.
Options on Foreign Currencies. Evergreen VA Global Leaders Fund, Evergreen VA
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Strategic Income Fund, Evergreen VA Aggressive Growth Fund and Evergreen VA
Small Cap Equity Income Fund may also purchase foreign currency put options. A
put option gives the holder, upon payment of a premium, the right to sell a
currency at the exercise price until the expiration of the option and serves to
ensure against adverse currency price movements in the underlying portfolio
assets denominated in that currency. Exchange listed options on seven major
currencies are traded in the U.S. In addition, several major U.S. investment
firms make markets in unlisted options on foreign currencies. Such unlisted
options may be available with respect to a wide range of foreign currencies
than listed options and may have more flexible terms. Unlisted foreign currency
options are generally less liquid than
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listed options and involve the credit risks associated with the individual
issuer. No more than 5% of a Fund's net assets may be represented by premiums
paid by the Fund with respect to options on foreign currencies outstanding at
any one time. Furthermore, the market value of unlisted options on foreign
currencies will be included with other illiquid assets held by the Fund for
purposes of the 15% limit on such assets.
The Funds may write a call option on a foreign currency only in
conjunction with a purchase of a put option on that currency. A call option
written by a Fund gives the purchaser, upon payment of a premium, the right to
purchase from the Fund a currency at the exercise price until the expiration of
the option. Writing call options in this manner is designed to reduce the cost
of downside currency protection but has the effect of limiting currency
appreciation potential.
Mortgage-Backed and Asset-Backed Securities
Mortgage-Backed Securities. Evergreen VA Strategic Income Fund may invest in
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mortgage-backed securities, which are securities that directly or indirectly
represent a participation in, or are secured by and payable from, mortgage
loans secured by real property. The term mortgage-backed securities includes
adjustable rate mortgage securities and derivative mortgage products such as
collateralized mortgage obligations.
There are currently three basic types of mortgage-backed securities: (i)
those issued or guaranteed by the U.S. Government or one of its agencies or
instrumentalities, such as Government National Mortgage Association ("GNMA"),
Federal National Mortgage Association ("FNMA"), and Federal Home Loan Mortgage
Corporation ("FHLMC") (securities issued by GNMA, but not those issued by FNMA
or FHLMC, are backed by the "full-faith and credit" of the U.S.); (ii) those
issued by private issuers that represent an interest in or are collateralized
by mortgage-backed securities issued or guaranteed by the U.S. Government or
one of its agencies or instrumentalities; and (iii) those issued by private
issuers that represent an interest in or are collateralized by whole mortgage
loans or mortgage-backed securities without a government guarantee but usually
having some form of private credit enhancement.
Evergreen VA Strategic Income Fund will invest in mortgage pass-through
securities representing participation interests in pools of residential
mortgage loans originated by governmental or private lenders. Such securities,
which are ownership interests in the underlying mortgage loans, differ from
conventional debt securities, which provide for periodic payment of interest in
fixed amounts (usually semi-annually) with principal payments at maturity or on
specified call dates. Mortgage pass-through securities provide for monthly
payments that are a "pass through" of the monthly interest and principal
payments (including any prepayments) made by the individual borrowers on the
pooled mortgage loans (net of any fees paid to the guarantor of such mortgage
loans), net of any fees paid to the guarantor of such securities and the
servicers of the underlying mortgage loans.
Evergreen VA Strategic Income Fund may also invest in fixed rate and
adjustable rate collateralized mortgage obligations ("CMOs"), including CMOs
with rates that move inversely to market rates that are issued by and
guaranteed as to principal and interest by the U.S. Government, its agencies or
instrumentalities. The principal government issuer of CMOs is FNMA. In
addition, FHLMC issues a significant number of CMOs. The Fund will not invest
in CMOs that are issued by private issuers. CMOs are debt obligations
collateralized by mortgage securities in which the payment of the principal and
interest is supported by the credit of, or guaranteed by, the U.S. Government
or an agency or instrumentality of the U.S. Government. The secondary market
for CMOs is actively traded.
CMOs are structured by redirecting the total payment of principal and
interest on the underlying mortgage securities used as collateral to create
classes with different interest rates, maturities and payment schedules.
Instead of interest and principal payments on the underlying mortgage
securities being passed through or paid pro rata to each holder (e.g., the
Fund), each class of a CMO is paid from and secured by a separate priority
payment of the cash flow generated by the pledged mortgage securities.
In addition to the mortgage-backed securities described above, Evergreen
VA Strategic Income Fund may invest in asset-backed securities representing
underlying interests in loans or other assets such as credit cards, automobile
loans, leases and industrial plant and equipment. These include equipment trust
certificates, which are a mechanism for financing the purchase of
transportation equipment, such as railroad cars and locomotives, trucks,
airplanes and oil tankers.
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SPECIAL RISK CONSIDERATIONS
Fixed Income Investments. Investments by the Funds in fixed income securities
are subject to a number of risks. For example, changes in economic conditions
could result in the weakening of the capacity of the issuers of such securities
to make principal and interest payments, particularly in the case of issuers of
non-investment grade fixed income securities. In addition, the market value of
fixed-income securities in a Fund's portfolio can be expected to vary inversely
to changes in prevailing interest rates. In the event there is a downgrading in
the rating of a fixed income security held in a Fund's portfolio, the Fund may
continue to hold the security if such action is deemed to be in the best
interests of the Fund and its shareholders.
Investment in Small Companies. Evergreen VA Fund, Evergreen VA Growth and
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Income Fund and Evergreen VA Foundation Fund may invest from time to time, and
Evergreen VA Aggressive Growth Fund and Evergreen VA Small Cap Equity Income
Fund will invest in securities of little-known, relatively small and special
situation companies. Investments in such companies tend to be speculative and
volatile. A lack of management depth in such companies could increase the risks
associated with the loss of key personnel. Also, the material and financial
resources of such companies may be limited, with the consequence that funds or
external financing necessary for growth may be unavailable. Such companies may
also be involved in the development or marketing of new products or services
for which there are no established markets. If projected markets do not
materialize or only regional markets develop, such companies may be adversely
affected or be subject to the consequences of local events. Moreover, such
companies may be insignificant factors in their industries and may become
subject to intense competition from larger companies. Securities of small and
special situation companies in which the Funds invest will frequently be traded
only in the over-the-counter market or on regional stock exchanges and will
often be closely held. Securities of this type may have limited liquidity and
be subject to wide price fluctuations. As a result of the risk factors
described above, the net asset value of each Fund's shares can be expected to
vary significantly.
Investment in Foreign Securities. Investing in non-U.S. securities involves
- --------------------------------
additional risks not normally associated with domestic investments. In an
attempt to reduce some of these risks, each Fund except Evergreen VA Fund may
diversify its investments broadly among foreign countries which may include
both developed and developing countries. With respect to Evergreen VA Global
Leaders Fund at least three different countries will always be represented.
Foreign securities are denominated or traded in foreign currencies.
Therefore, the value in U.S. dollars of a Fund's assets and income may be
affected by changes in exchange rates and regulations. Although the Funds value
their assets daily in U.S. dollars, they will not convert their holdings of
foreign currencies to U.S. dollars daily. When a Fund converts its holdings to
another currency, it may incur conversion costs. Foreign exchange dealers
realize a profit on the difference between the prices at which such dealers buy
and sell currencies.
Evergreen VA Strategic Income Fund may also invest in debt obligations
issued or guaranteed by foreign corporations, certain supranational entities
(such as the World Bank) and foreign governments, their agencies and
instrumentalities, and debt obligations issued by U.S. corporations denominated
in non-U.S. currencies.
To the extent that securities purchased by the Funds are denominated in
currencies other than the U.S. dollar, changes in foreign currency exchange
rates will affect the Funds' net asset values; the value of interest earned;
gains and losses realized on the sale of securities; and net investment income
and capital gains, if any, to be distributed to shareholders by a Fund. If the
value of a foreign currency rises against the U.S. dollar, the value of a
Fund's assets denominated in that currency will increase; correspondingly, if
the value of a foreign currency declines against the U.S. dollar, the value of
a Fund's assets denominated in that currency will decrease. The performance of
the Funds will be measured in U.S. dollars, the base currency for the Funds.
Securities markets of foreign countries in which the Fund may invest are
generally not subject to the same degree of regulation as the U.S. markets and
may be more volatile and less liquid than the major U.S. markets. The
differences between investing in foreign and U.S. companies include: (1) less
publicly available information about foreign companies; (2) the lack of uniform
financial accounting standards and practices among countries which could impair
the validity of direct comparisons of valuations measures (such as
price/earnings ratios) for securities in different countries; (3) less readily
available market quotations on foreign companies; (4) differences in government
regulation and supervision of foreign stock exchanges, brokers, listed
companies, and banks; (5) differences
18
<PAGE>
in legal systems which may affect the ability to enforce contractual
obligations or obtain court judgments; (6) generally lower foreign stock market
volume; (7) the likelihood that foreign securities may be less liquid or more
volatile, which may affect the Fund's ability to purchase or sell large blocks
of securities and thus obtain the best price; (8) transactions costs, including
brokerage charges and custodian charges associated with holding foreign
securities, may be higher; (9) the settlement period for foreign securities,
which are sometimes longer than those for securities of U.S. issuers, may
affect portfolio liquidity. These different settlement practices may cause
missed purchasing opportunities and/or loss of interest on money market and
debt investments; (10) foreign securities held by a Fund may be traded on days
that the Fund does not value its portfolio securities, such as Saturdays and
customary business holidays and, accordingly, the Fund's net asset value may be
significantly affected on days when shareholders do not have access to the
Fund; and (11) political and social instability, expropriation, and political
or financial changes which adversely affect investment in some countries.
Investments Related to Real Estate. The Funds may invest without limit in
- ----------------------------------
investments related to real estate, including real estate investment trusts
("REITS"). Risks associated with investment in securities of companies in the
real estate industry include: declines in the value of real estate, risks
related to general and local economic conditions, overbuilding and increased
competition, increases in property taxes and operating expenses, changes in
zoning laws, casualty or condemnation losses, variations in rental income,
changes in neighborhood values, the appeal of properties to tenants and
increases in interest rates. In addition, equity real estate investment trusts
may be affected by changes in the value of the underlying property owned by the
trusts, while mortgage real estate investment trusts may be affected by the
quality of credit extended. Equity and mortgage real estate investment trusts
are dependent upon management skills, may not be diversified and are subject to
the risks of financing projects. Such trusts are also subject to heavy cash
flow dependency, defaults by borrowers, self liquidation and the possibility of
failing to qualify for tax-free pass-through of income under the Internal
Revenue Code of 1986, as amended (the "Code") and to maintain exemption from
the Investment Company Act of 1940, as amended (the "1940 Act"). In the event
an issuer of debt securities collateralized by real estate defaulted, it is
conceivable that a Fund could end up holding the underlying real estate.
Lower-Rated Securities. Evergreen VA Growth and Income Fund and Evergreen VA
- ----------------------
Strategic Income Fund may invest a portion of their assets in securities rated
below Baa by Moody's or BBB by S&P (commonly known as "junk bonds").
Lower-rated and comparable unrated securities (collectively referred to in
this section as "lower-rated securities") will likely have some quality and
protective characteristics that, in the judgment of the rating organization,
are out-weighed by large uncertainties or major risk exposures to adverse
conditions; and are predominantly speculative with respect to the issuer's
capacity to pay interest and repay principal in accordance with the terms of
the obligation.
While the market values of lower-rated securities tend to react less to
fluctuations in interest rate levels than the market values of higher rated
securities, the market values of certain lower-rated securities also tend to be
more sensitive to individual corporate developments and changes in economic
conditions than higher-rated securities. In addition, lower-rated securities
generally present a higher degree of credit risk. Issuers of lower- rated
securities are often highly leveraged and may not have more traditional methods
of financing available to them so that their ability to service their debt
obligations during an economic downturn or during sustained periods of rising
interest rates may be impaired. The risk of loss due to default by such issuers
is significantly greater because lower-rated securities generally are unsecured
and frequently are subordinated to the prior payment of senior indebtedness. A
Fund may incur additional expenses to the extent that it is required to seek
recovery upon a default in the payment of principal or interest on its
portfolio holdings. The existence of limited markets for lower-rated securities
may diminish a Fund's ability to obtain accurate market quotations for purposes
of valuing such securities and calculating its net asset value. For additional
information about the possible risks of investing in junk bonds, see
"Investment Objectives and Policies -- Junk Bonds" in the Statement of
Additional Information.
Payment-In-Kind Bonds. Evergreen VA Strategic Income Fund may invest in
- ---------------------
payment-in-kind bonds. Payment-in-kind bonds allow the issuer, at its option,
to make current interest payments on the bonds either in cash or in additional
bonds. The value of payment-in-kind bonds is subject to greater fluctuation in
response to changes in market interest rates than bonds which pay interest in
cash currently. Payment-in-kind bonds allow an issuer to avoid the need to
generate cash to meet current interest payments. Accordingly, such bonds may
involve greater credit
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<PAGE>
risks than bonds paying interest currently. Even though such bonds do not pay
current interest income in cash, the Fund is nonetheless required to accrue
interest income on such investments and to distribute such amounts at least
annually to shareholders. Thus, the Fund could be required, at times, to
liquidate other investments in order to satisfy its distribution requirements.
Zero-Coupon Bonds. Evergreen VA Strategic Income Fund may invest in zero-coupon
- -----------------
bonds. Zero-coupon bonds are issued at a significant discount from their
principal amount and pay interest only at maturity rather than at intervals
during the life of the security. The value of zero-coupon bonds is subject to
greater fluctuation in response to changes in market interest rates than bonds
which pay interest in cash currently. Zero-coupon bonds allow an issuer to
avoid the need to generate cash to meet current interest payments. Accordingly,
such bonds may involve greater credit risks than bonds paying interest
currently. Even though such bonds do not pay current interest in cash, the Fund
is nonetheless required to accrue interest income on such investments and to
distribute such amounts at least annually to shareholders. Thus, the Fund could
be required, at times, to liquidate other investments in order to satisfy its
distribution requirements.
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MANAGEMENT OF THE FUNDS
- --------------------------------------------------------------------------------
INVESTMENT ADVISERS
The management of each Fund is supervised by the Trustees of the Trust.
Evergreen Asset has been retained by the Trust to serve as investment adviser
to Evergreen VA Fund, Evergreen VA Growth and Income Fund, Evergreen VA
Foundation Fund, Evergreen VA Global Leaders Fund and Evergreen VA Small Cap
Equity Income Fund. Evergreen Asset, with its predecessors, has served as
investment adviser to the Evergreen mutual funds since 1971. Evergreen Asset is
a wholly-owned subsidiary of FUNB. The address of Evergreen Asset is 2500
Westchester Avenue, Purchase, New York 10577. FUNB is a subsidiary of First
Union Corporation ("First Union"), the sixth largest bank holding company in
the United States. Lieber & Company, as described below, provides certain
subadvisory services to Evergreen Asset in connection with its duties as
investment adviser to the Funds.
Keystone has been retained by the Trust to serve as investment adviser to
Evergreen VA Strategic Income Fund. Keystone succeeded on December 11, 1996 to
the advisory business of a corporation with the same name, but under different
ownership, which has provided investment advisory and management services to
investment companies and private accounts since it was organized in 1932.
Keystone is an indirect, wholly-owned subsidiary of FUNB.
The Capital Management Group of FUNB ("CMG") serves as investment adviser
to Evergreen VA Aggressive Growth Fund.
First Union is headquartered in Charlotte, North Carolina, and had
approximately $140 billion in consolidated assets as of December 31, 1997.
First Union and its subsidiaries provide a broad range of financial services to
individuals and businesses throughout the United States. CMG manages or
otherwise oversees the investment of over $45 billion in assets belonging to a
wide range of clients, including many of the Evergreen mutual funds.
Evergreen Asset, Keystone and CMG manage each Fund's investments, provide
various administrative services, and supervise each Fund's daily business
affairs, subject to the authority of the Trustees. Evergreen Asset, as
investment adviser to Evergreen VA Fund, Evergreen VA Growth and Income Fund
and Evergreen VA Global Leaders Fund is entitled to receive from such Funds an
annual fee equal to .95 of 1% of average daily net assets thereof. As
compensation for its services as investment adviser to Evergreen VA Foundation
Fund, Evergreen Asset is entitled to receive an annual fee equal to .825 of 1%
of average daily net assets of such Fund. As compensation for its services as
investment adviser to Evergreen VA Small Cap Equity Income Fund, Evergreen
Asset is entitled to receive an annual fee equal to 1.00% of average daily net
assets on an annual basis on the first $750 million in assets; .90% on the next
$250 million in assets; and .80% on assets over $1 billion.These fees are
higher than the rates paid by most other investment companies, but are not
higher than the fees paid by many funds with similar investment objectives.
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Keystone is entitled to receive a fee for its services as investment
adviser to Evergreen VA Strategic Income Fund as follows: 2.0% of gross
dividend and interest income earned by the Fund during each fiscal period; plus
0.50% of the first $100 million of average daily net assets; 0.45% of the next
$100 million; 0.40% of the next $100 million; 0.35% of the next $100 million;
0.30% of the next $100 million; and 0.25% of amounts over $500 million computed
as of the close of business each business day and paid daily.
CMG manages investments and supervises the daily business affairs of
Evergreen VA Aggressive Growth Fund and, as compensation therefor, is entitled
to receive an annual fee equal to .60 of 1% of average daily net assets of the
Fund.
ADMINISTRATOR
Evergreen Investment Services, Inc. ("EIS") also serves as administrator
to each Fund and is entitled to receive a fee based on the average daily net
assets of the Fund at a rate based on the total assets of the mutual funds
administered by EIS for which CMG, or Evergreen Asset or Keystone also serve as
investment adviser, calculated in accordance with the following schedule: .050%
of the first $7 billion; .035% on the next $3 billion; .030% on the next $5
billion; .020% on the next $10 billion; .015% on the next $5 billion; and .010%
on assets in excess of $30 billion.
PORTFOLIO MANAGERS
The portfolio manager for Evergreen VA Fund and Evergreen VA Foundation
Fund is Stephen A. Lieber, who is Chairman and Co-Chief Executive Officer of
Evergreen Asset and has been associated with Evergreen Asset and its
predecessor since 1969. Mr. Lieber has served as the portfolio manager of
Evergreen Foundation Fund since its inception in 1990 and as the portfolio
manager of Evergreen Fund since its inception in 1970. The portfolio managers
for Evergreen VA Growth and Income Fund are Stephen A. Lieber (described above)
and Gary R. Buesser. Mr. Buesser joined Lieber & Company in 1996 as an analyst.
Previously, he was a portfolio manager/ analyst with Cowen Asset Management
and Shearson Lehman Brothers. The portfolio of Evergreen VA Global Leaders Fund
is managed by a committee composed of portfolio management and analytical
personnel employed by Evergreen Asset. The members of this committee include
Stephen A. Lieber and Edwin A. Miska, who has been an analyst with Evergreen
Asset and its predecessor since 1989. Mr. Lieber and Mr. Miska are responsible
for the day to day operations of the Fund and the Evergreen Global Leaders Fund
which commenced operations in 1995.
The portfolio manager for Evergreen VA Small Cap Equity Income Fund is
Nola Maddox Falcone, C.F.A., who is President and Co-Chief Executive Officer of
Evergreen Asset. Ms. Falcone has served as the principal manager of Evergreen
Income and Growth Fund and Evergreen Small Cap Equity Income Fund since 1985
and 1993, respectively.
Prescott B. Crocker is the portfolio manager of Evergreen VA Strategic
Income Fund. Mr. Crocker is a Senior Vice President, Senior Portfolio Manager
and Head of the High Yield Bond Team at Keystone. Mr. Crocker joined Keystone
in 1997. From 1993 until he joined Keystone, Mr. Crocker held various positions
at Boston Security Counsellors, including President and Chief Investment
Officer, and was Managing Director and Portfolio Manager at Northstar
Investment Management. Prior to 1993, Mr. Crocker held various fund management
positions at Colonial Group, Inc. Mr. Crocker has 25 years of experience in
fixed income investment management.
The portfolio manager for Evergreen VA Aggressive Growth Fund is Harold J.
Ireland, Jr., a Vice President of CMG who has been associated with CMG since
1995. Prior to that, Mr. Ireland was a Vice President of Palm Beach Capital
Management, Inc. and served as portfolio manager of Evergreen Aggressive Growth
Fund and such Fund's predecessor, ABT Emerging Growth Fund, since 1985.
SUB-ADVISER
Evergreen Asset has entered into sub-advisory agreements with Lieber &
Company with respect to Evergreen VA Fund, Evergreen VA Growth and Income Fund,
Evergreen VA Foundation Fund, Evergreen VA Global Leaders Fund and Evergreen VA
Small Cap Equity Income Fund which provide that Lieber & Company's research
department and staff will furnish Evergreen Asset with information, investment
recommendations, advice and assistance, and will be generally available for
consultation on each Fund's portfolio. Lieber & Company will be reimbursed
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by Evergreen Asset in connection with the rendering of services on the basis of
the direct and indirect costs of performing such services. There is no
additional charge to the Funds for the services provided by Lieber & Company.
It is contemplated that Lieber & Company will, to the extent practicable,
effect substantially all of the portfolio transactions for these Funds on the
New York and American Stock Exchanges. The address of Lieber & Company is 2500
Westchester Avenue, Purchase, New York 10577. Lieber & Company is an indirect,
wholly-owned, subsidiary of First Union.
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SALE AND REDEMPTION OF SHARES
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PARTICIPATING INSURANCE COMPANIES
The Funds were organized to serve as investment vehicles for (a) separate
accounts funding variable annuity ("VA") and variable life insurance ("VLI")
contracts issued by certain life insurance companies ("Participating Insurance
Companies"); and (b) qualified pension and retirement plans. The Trust does not
currently foresee any disadvantages to the holders of VA and VLI contracts
arising from the fact that the interests of holders of VA and VLI contracts may
differ due to the difference of tax treatment and other considerations.
Nevertheless, the Trustees will establish procedures for the purpose of
identifying any irreconcilable material conflicts that may arise and to
determine what action, if any, would be taken in response thereto. The VA and
VLI contracts are described in the separate prospectuses issued by the
Participating Insurance Companies. The Trust assumes no responsibility for such
prospectuses.
PURCHASES
Shares of each Fund are sold at net asset value to the separate accounts
of Participating Insurance Companies and to qualified pension and retirement
plans. All investments in the Trust are credited to the shareholder's account
in the form of full or fractional shares of the designated Fund (rounded to the
nearest 1/1000 of a share). The Trust does not issue share certificates.
Initial and subsequent purchase payments allocated to a specific Fund are
subject to the limits described in the separate prospectuses issued by the
Participating Insurance Companies or in pension and retirement plan documents.
How the Funds Value Their Shares. The net asset value of shares of a Fund is
- ---------------------------------
calculated by dividing the value of the amount of the Fund's net assets by the
number of outstanding shares. Shares are valued each day the New York Stock
Exchange (the "Exchange") is open as of the close of regular trading (currently
4:00 p.m. Eastern time). The securities in a Fund are valued at their current
market value determined on the basis of market quotations or, if such
quotations are not readily available, such other methods as the Trustees
believe would accurately reflect fair value. Non-dollar denominated securities
will be valued as of the close of the Exchange at the closing price of such
securities in their principal trading markets.
REDEMPTION
The separate accounts of Participating Insurance Companies redeem shares
to make benefit or surrender payments under the terms of the VA or VLI contract
and qualified pension and retirement plans may redeem shares pursuant to the
provisions of the plan documents. Redemptions are processed on any day on which
the Trust is open for business and are effected at net asset value next
determined after the redemption order, in proper form, is received by the Trust
or its agent. The net asset value per share of each Fund is determined once
daily, as of 4:00 p.m. Eastern time on each business day the Exchange is open
and on such other days as the Trustees determine, and on any other day during
which there is a sufficient degree of trading in a Fund's portfolio securities
that the net asset value of the Fund is materially affected by changes in the
value of portfolio securities.
The Trust may suspend the right of redemption only under the following
unusual circumstances: (1) when the Exchange is closed (other than weekends and
holidays) or trading is restricted; (2) when an emergency exists, making
disposal of portfolio securities or the valuation of net assets not reasonably
practicable; or (3) during any period when the Securities and Exchange
Commission ("SEC") has by order permitted a suspension of redemptions for the
protection of shareholders.
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DIVIDENDS
All dividends payable by a Fund are distributed at least annually to the
separate accounts of Participating Insurance Companies and will be
automatically reinvested in additional shares of such Fund. Dividends and other
distributions made by the Funds to such separate accounts are taxable, if at
all, to the Participating Insurance Companies; they are not currently taxable
to the VA or VLI owners.
TAX STATUS
Each Fund is treated as a separate entity for federal income tax purposes
and is not combined with the Trust's other Funds. It is the intention of each
Fund to qualify as a "regulated investment company" under Subchapter M of the
Internal Revenue Code of 1986, as amended (the "Code"), and meet all other
requirements necessary for it to be relieved of federal income taxes on that
part of its net investment income and net capital gains distributed to its
shareholders. Each Fund intends to distribute all of its net investment income
and net capital gains to its shareholders.
For a discussion of the tax consequences of VA or VLI contracts, refer to
the prospectus of the VA or VLI contract offered by the Participating Insurance
Company. VA or VLI contracts purchased through insurance company separate
accounts provide for the accumulation of all earnings from interest, dividends,
and capital appreciation without current federal income tax liability to the
owner. Depending on the VA or VLI contract, distributions from the contract may
be subject to ordinary income tax and, in addition, a 10% penalty tax on
distributions before age 59 1/2. Only the portion of a distribution
attributable to income on the investment in the contract is subject to Federal
income tax. Investors should consult with competent tax advisers for a more
complete discussion of possible tax consequences in a particular situation.
Section 817(h) of the Code provides that investments of a separate account
underlying a VA or VLI contract (or the investments of a mutual fund, the
shares of which are owned by the VA or VLI separate account) must be
"adequately diversified" in order for the VA or VLI contract to be treated as
an annuity for tax purposes. The Treasury Department has issued regulations
prescribing these diversification requirements. Each Fund intends to comply
with these requirements. If a separate account underlying a VA or VLI contract
were not adequately diversified, the owner of such VA or VLI contract would be
immediately subject to tax on the earnings allocable to the contract.
Additional information about the tax status of the Funds is provided in the
Statement of Additional Information.
EFFECT OF BANKING LAWS
The Glass-Steagall Act and other banking laws and regulations presently
prohibit member banks of the Federal Reserve System ("Member Banks") or their
non-bank affiliates from sponsoring, organizing, controlling, or distributing
the shares of registered open-end investment companies such as the Funds. Such
laws and regulations also prohibit banks from issuing, underwriting or
distributing securities in general. However, under the Glass-Steagall Act and
such other laws and regulations, a Member Bank or an affiliate thereof may act
as investment adviser, transfer agent or custodian to a registered open-end
investment company and may also act as agent in connection with the purchase of
shares of such an investment company upon the order of their customer.
Evergreen Asset and Keystone, since they are subsidiaries of FUNB and CMG, are
subject to and in compliance with the aforementioned laws and regulations.
Changes to applicable laws and regulations or future judicial or
administrative decisions could result in Evergreen Asset, CMG and Keystone
being prevented from continuing to perform the services required under the
investment advisory contracts or from acting as agents in connection with the
purchase of shares of a Fund by their customers. If Evergreen Asset, CMG or
Keystone were prevented from continuing to provide the services called for
under the investment advisory agreements, it is expected that the Trustees
would identify, and call upon each Fund's shareholders to approve, new
investment advisers. If this were to occur, it is not anticipated that the
shareholders of any Fund would suffer any adverse financial consequences.
23
<PAGE>
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GENERAL INFORMATION
- --------------------------------------------------------------------------------
CUSTODIAN, AND TRANSFER AND DIVIDEND PAYING AGENT
State Street Bank and Trust Company (the "Custodian") acts as custodian of
the assets of the Trust. Evergreen Service Company acts as the transfer agent
and dividend disbursing agent for the Trust and in doing so performs certain
bookkeeping, data processing and administrative services for the Trust and each
Fund.
EXPENSES OF THE TRUST
Each Fund bears all expenses of its operations other than those incurred
by Evergreen Asset, CMG and Keystone under their respective Advisory
Agreements, and EIS under its Administration Agreement with the Trust. In
particular, the Funds pay investment advisory fees, administrative fees,
custodian fees and expenses, legal, accounting and auditing fees, brokerage
fees, interest and taxes, registration fees and expenses, expenses of the
transfer and dividend disbursing agent, the compensation and expenses of
Trustees who are not otherwise affiliated with the Trust, Evergreen Asset, CMG,
Keystone or any of their affiliates, expenses of printing and mailing reports
and notices and proxy material to beneficial shareholders of the Trust, and any
extraordinary expenses. Expenses incurred jointly by the Funds are allocated
among the Funds in a manner determined by the Trustees to be fair and
equitable. The organizational expenses of each of the Funds have been
capitalized and will be amortized during the first five years of the Funds'
operations. Such amortization will reduce the amount of income available for
payment as dividends.
SHAREHOLDER RIGHTS
The Trust is a Delaware business trust organized on December 23, 1997, and
was originally organized as a Massachusetts business trust in 1996. Pursuant to
current interpretations of the 1940 Act, each Participating Insurance Company
will solicit voting instructions from VA or VLI contract owners with respect to
any matters that are presented to a vote of shareholders. On any matter
submitted to a vote of shareholders, all the shares of the Trust then issued
and outstanding and entitled to vote shall be voted in the aggregate and not by
Fund except for matters concerning only a specific Fund. Certain matters
approved by a vote of shareholders of one Fund of the Trust may not be binding
on a Fund whose shareholders have not approved such matters. The holder of each
share of the Trust shall be entitled to one vote for each full share and a
fractional vote for each fractional share. Shares of one Fund may not bear the
same economic relationship to the Trust as shares of another Fund.
The Trust is not required to hold annual meetings of shareholders and does
not plan to do so. The Trustees may call special meetings of shareholders for
action by shareholder vote as may be required by the 1940 Act or the Trust's
Declaration of Trust. The Trustees will be a self-perpetuating body until fewer
than 50% of the Trustees, then serving as Trustees, are Trustees who were
elected by shareholders. At that time a meeting of shareholders will be called
to elect additional Trustees.
The Declaration of Trust may be amended by a vote of the Trustees;
provided, if any such amendment materially adversely affects the rights of any
shares of any series or any class with respect to matters to which such
amendment is applicable, such amendment shall be subject to approval by holders
of a majority of the outstanding voting securities, as that term is defined in
the 1940 Act, of such series or class. Shares have no pre-emptive or conversion
rights and are fully paid and nonassessable. When a majority is required, it
means the lesser of 67% or more of the shares present at a meeting when the
holders of more than 50% of the outstanding shares are present or represented
by proxy, or more than 50% of the outstanding shares.
DESCRIPTION OF SHARES
The Declaration of Trust permits the Trustees to establish and designate
series or classes in addition to the Funds. Each share of any series or class
represents an equal proportionate share in the net assets of that series or
class with each other share of that series or class. The Trustees may divide or
combine the shares of any series or class into a greater or lesser number of
shares of that series or class without thereby changing the proportionate
interests in the assets of that series or class. Upon liquidation of a
particular series or class, the shareholders of that series or class shall be
entitled to share pro rata in the net assets of such series or class available
for distribution to shareholders.
24
<PAGE>
Any inquiries regarding the Trust should be directed to the Trust at the
telephone number or address shown on the cover page of this Prospectus. All
inquiries regarding the VA or VLI contracts should be directed to the
Participating Insurance Company, as indicated in the VA or VLI prospectus
accompanying this Prospectus.
PERFORMANCE
From time to time, the Trust may advertise the "average annual or
cumulative total return" of the Funds and may compare the performance of the
Funds with that of other mutual funds with similar investment objectives as
listed in rankings prepared by Lipper Analytical Services, Inc., or similar
independent services monitoring mutual fund performance, and with appropriate
securities or other relevant indices. The "average annual total return" of a
Fund refers to the average annual compounded rate of return over the stated
period that would equate an initial investment in that Fund at the beginning of
the period to its ending redeemable value, assuming reinvestment of all
dividends and distributions and deduction of all recurring charges. Figures
will be given for the recent one, five and ten year periods and for the life of
the Fund if it has not been in existence for such periods. When considering
"average annual total return" figures for periods longer than one year it is
important to note that a Fund's annual total return for any given year might
have been greater or less than its average for the entire period. "Cumulative
total return" represents the total change in value of an investment in a Fund
for a specified period (again reflecting changes in a Fund's share price and
assuming reinvestment of Fund distributions).
The performance of each Fund will vary from time to time in response to
fluctuations in market conditions, interest rates, the composition of the
Fund's investments and expenses. Consequently, a Fund's performance figures are
historical and should not be considered representative of the performance of
the Fund for any future period.
Evergreen Asset is the investment adviser to Evergreen VA Small Cap Equity
Income Fund which is substantially similar to the Trust's Evergreen VA Small
Cap Equity Income Fund, in that it has the same investment objective and is
managed using substantially the same investment strategies and techniques.
As of the date of this Prospectus, the Evergreen VA Small Cap Equity
Income Fund had not commenced operations. Since the Evergreen VA Small Cap
Equity Income Fund lacks any substantial operating history, along with actual
Fund performance information, if any, information may be included regarding the
historical performance of Evergreen Asset in managing comparable funds. Set
forth below is certain performance information regarding Evergreen Small Cap
Equity Income Fund, which has been obtained from Evergreen Asset and is set
forth in the current prospectuses and statement of additional information of
the Fund. Investors should not rely on the following financial information as
an indication of the future performance of the Funds.
25
<PAGE>
Average Annual Total Return of Comparable Funds
The average annual compounded total return for the Class Y shares offered
by the Evergreen Small Cap Equity Income Fund for the most recently completed
one year fiscal period and the period from inception through the fund's fiscal
year is set forth below:
<TABLE>
<S> <C> <C>
1 Year From 10/1/93
Ended (Inception)
Evergreen Small Cap Equity Income Fund 7/31/97 to 7/31/97
- --------------------------------------------- ------- ---------------
43.24% 18.78%
</TABLE>
The calculations of total return assume the reinvestment of all dividends
and capital gains distributions on the reinvestment dates during the period and
the deduction of all recurring expenses that were charged to shareholders
accounts. The above tables do not reflect charges and deductions which are, or
may be, imposed under the VA or VLI contracts.
GENERAL
Independent Auditors. KPMG Peat Marwick LLP, 99 High Street, Boston,
Massachusetts 02110, serves as the independent public accountants of the Trust.
Legal Counsel. Sullivan & Worcester LLP, 1025 Connecticut Avenue, N.W.,
- -------------
Washington, D.C. 20036, acts as counsel for the Trust.
Additional Information. This Prospectus and the Statement of Additional
- ----------------------
Information, which has been incorporated by reference herein, do not contain
all the information set forth in the Registration Statement filed by the Trust
with the SEC under the Securities Act of 1933. Copies of the Registration
Statement may be obtained at a reasonable charge from the SEC or may be
examined, without charge, at the offices of the SEC in Washington, D.C.
26
<PAGE>
Investment Advisers
Evergreen Asset Management Corp., 2500 Westchester Avenue, Purchase, New
York 10577
Evergreen VA Fund
Evergreen VA Growth and Income Fund
Evergreen VA Foundation Fund
Evergreen VA Global Leaders Fund
Evergreen VA Small Cap Equity Income Fund
Capital Management Group of First Union National Bank, 210 South College
Street, Charlotte, North Carolina 28288
Evergreen VA Aggressive Growth Fund
Keystone Investment Management Company, 200 Berkeley Street, Boston,
Massachusetts 02116-5034
Evergreen VA Strategic Income Fund
Custodian
State Street Bank and Trust Company, Box 9021, Boston, Massachusetts
02205-9827
Transfer Agent
Evergreen Service Company, 200 Berkeley Street, Boston, Massachusetts
02116-5034
Legal Counsel
Sullivan & Worcester LLP, 1025 Connecticut Avenue, N.W., Washington, D.C.
20036
Independent Auditors
KPMG Peat Marwick LLP, 99 High Street, Boston, Massachusetts 02110
<PAGE>
EVERGREEN VARIABLE ANNUITY TRUST
PART B
STATEMENT OF ADDITIONAL INFORMATION
<PAGE>
EVERGREEN VARIABLE ANNUITY TRUST
STATEMENT OF ADDITIONAL INFORMATION
MAY 1, 1998
200 BERKELEY STREET, BOSTON, MASSACHUSETTS 02116
800-633-2700
Evergreen VA Fund ("Evergreen"), Evergreen VA Growth and Income Fund
("Growth and Income"), Evergreen VA Foundation Fund ("Foundation"), Evergreen VA
Global Leaders Fund ("Global Leaders"), Evergreen VA Aggressive Growth Fund
("Aggressive") Evergreen VA Strategic Income Fund ("Strategic Income"), and
Evergreen VA Small Cap Equity Income Fund ("Small Cap")
This Statement of Additional Information pertains to the Funds listed
above. It is not a prospectus and should be read in conjunction with the
Prospectus dated May 1, 1998 for the Fund in which you are making or
contemplating an investment. The Funds are offered to (a) separate accounts
funding variable annuity and variable life insurance contracts issued by life
insurance companies ("Participating Insurance Companies"); and (b) qualified
pension and retirement plans. Copies of the Prospectus may be obtained without
charge by calling the number listed above.
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<PAGE>
TABLE OF CONTENTS
FUND INVESTMENTS.................................................... 4
GENERAL INFORMATION................................................ 4
FUNDAMENTAL POLICIES...............................................23
INVESTMENT GUIDELINES..............................................24
MANAGEMENT OF THE TRUST.............................................26
PRINCIPAL HOLDERS OF FUND SHARES....................................29
INVESTMENT ADVISORY SERVICES........................................29
ADMINISTRATIVE SERVICE PROVIDERS....................................32
BROKERAGE...........................................................32
ADDITIONAL TAX INFORMATION..........................................34
NET ASSET VALUE.....................................................36
ADDITIONAL SALE AND REDEMPTION INFORMATION..........................37
GLASS-STEAGALL ACT..................................................37
GENERAL INFORMATION ABOUT THE FUNDS.................................38
CUSTODIAN..........................................................38
TRANSFER AGENT.....................................................38
CAPITALIZATION AND ORGANIZATION.....................................38
PERFORMANCE INFORMATION.............................................39
YIELD CALCULATIONS.................................................39
NON STANDARDIZED PERFORMANCE.......................................40
ADDITIONAL INFORMATION .............................................41
INDEPENDENT ACCOUNTANTS.............................................41
LEGAL COUNSEL.......................................................41
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FINANCIAL STATEMENTS................................................41
APPENDIX A .........................................................42
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<PAGE>
FUND INVESTMENTS
GENERAL INFORMATION
The investment objective of each Fund and a description of the
securities in which each Fund may invest is set forth under "Description of the
Funds - "Investment Objectives and Policies" in the Prospectus. The Funds'
investment objectives are nonfundamental and may be changed without the approval
of shareholders. Shareholders would be notified prior to the implementation of
any such change. The following expands upon the discussion in the Prospectus
regarding certain investments of each Fund.
U.S. Government Securities (All Funds)
The types of U.S. government securities in which the Funds may invest
generally include direct obligations of the U.S. Treasury such as U. S. Treasury
bills, notes and bonds and obligations issued or guaranteed by U.S. government
agencies or instrumentalities. These securities are backed by:
(i) the full faith and credit of the U.S. Treasury;
(ii) the issuer's right to borrow from the U.S. Treasury;
(iii) the discretionary authority of the U.S. government to purchase
certain obligations of agencies or instrumentalities; or
(iv) the credit of the agency or instrumentality issuing the
obligations.
Examples of agencies and instrumentalities that may not always receive financial
support from the U.S. government are:
(i) Farm Credit System, including the National Bank for Cooperatives, Farm
Credit Banks and Banks for Cooperatives;
(ii) Farmers Home Administration;
(iii) Federal Home Loan Banks;
(iv) Federal Home Loan Mortgage Corporation ("FHLMC");
(v) Federal National Mortgage Association; and
(vi) Student Loan Marketing Association
Brady Bonds (Strategic Income), Strategic Income may also invest in
Brady Bonds. Brady Bonds are created through the exchange of existing commercial
bank loans to foreign entities for new obligations in connection with debt
restructurings under a plan introduced by former U.S. Secretary of the Treasury,
Nicholas F. Brady (the "Brady Plan"). Brady Bonds have been issued only
recently, and, accordingly, do not have a long payment history. They may be
collateralized or uncollateralized and issued in various currencies (although
most are U.S. dollar-denominated) and they are actively traded in the
over-the-counter secondary market.
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<PAGE>
U.S. dollar-denominated, collateralized Brady Bonds, which may be
fixed-rate par bonds or floating rate discount bonds, are generally
collateralized in full as to principal due at maturity by U.S. Treasury zero
coupon obligations that have the same maturity as the Brady Bonds. Interest
payments on these Brady Bonds generally are collateralized by cash or securities
in an amount that, in the case of fixed rate bonds, is equal to at least one
year of rolling interest payments based on the applicable interest rate at that
time and is adjusted at regular intervals thereafter. Certain Brady Bonds are
entitled to "value recovery payments" in certain circumstances, which in effect
constitute supplemental interest payments, but generally are not collateralized.
Brady Bonds are often viewed as having up to four valuation components: (1)
collateralized repayment of principal at final maturity, (2) collateralized
interest payments, (3) uncollateralized interest payments, and (4) any
uncollateralized repayment of principal at maturity (these uncollateralized
amounts constitute the "residual risk"). In the event of a default with respect
to collateralized Brady Bonds as a result of which the payment obligations of
the issuer are accelerated, the U.S. Treasury zero coupon obligations held as
collateral for the payment of principal will not be distributed to investors,
nor will such obligations be sold and the proceeds distributed. The collateral
will be held by the collateral agent to the scheduled maturity of the defaulted
Brady Bonds, which will continue to be outstanding, at which time the face
amount of the collateral will equal the principal payments that would have then
been due on the Brady Bonds in the normal course. In addition, in light of the
residual risk of Brady Bonds and, among other factors, the history of defaults
with respect to commercial bank loans by public and private entities of
countries issuing Brady Bonds, investments in Brady Bonds are to be viewed as
speculative.
Zero Coupon "Stripped" and Payment-in-Kind Bonds (Strategic Income)
Strategic Income Fund may invest in zero-coupon and pay-in-kind
securities. These securities are debt securities that do not make regular cash
interest payments. Zero-coupon securities are sold at a deep discount to their
face value. Pay-in- kind securities pay interest through the issuance of
additional securities or, at the option of the issuer, cash. Because such
securities do not pay current cash income, the price of these securities can be
volatile when interest rates fluctuate. In order to continue to qualify as a
"regulated investment company" under the Internal Revenue Code of 1986, as
amended, the Fund may be required to distribute a portion of such discount and
income and may be required to dispose of other portfolio securities, which may
occur in periods of adverse market prices, in order to generate cash to meet
these distribution requirements.
In general, owners of zero coupon or payment-in-kind bonds have
substantially all the rights and privileges of owners of the underlying coupon
obligations or principal obligations. Owners of zero coupon or payment-in-kind
bonds have the right upon default on the underlying coupon obligations or
principal obligations to proceed directly and individually against the issuer
and are not required to act in concert with other holders of zero coupon bonds.
Restricted and Illiquid Securities (All Funds)
Each Fund may invest in restricted and illiquid securities. The ability
of the Board of Trustees ("Trustees") to determine the liquidity of certain
restricted
-5-
<PAGE>
securities is permitted under a Securities and Exchange Commission ("SEC") Staff
position set forth in the adopting release for Rule 144A under the Securities
Act of 1933 (the "Rule"). The Rule is a non-exclusive, safe-harbor for certain
secondary market transactions involving securities subject to restrictions on
resale under federal securities laws. The Rule provides an exemption from
registration for resales of otherwise restricted securities to qualified
institutional buyers. The Rule was expected to further enhance the liquidity of
the secondary market for securities eligible for sale under the Rule. The Funds
which invest in Rule 144A securities believe that the Staff of the SEC has left
the question of determining the liquidity of all restricted securities (eligible
for resale under the Rule) for determination by the Trustees. The Trustees
consider the following criteria in determining the liquidity of certain
restricted securities:
(i) the frequency of trades and quotes for the security;
(ii) the number of dealers willing to purchase or sell the security
and the number of other potential buyers;
(iii) dealer undertakings to make a market in the security; and
(iv) the nature of the security and the nature of the marketplace
trades.
Restricted securities would generally be acquired either from
institutional investors who originally acquired the securities in private
placements or directly from the issuers of the securities in private placements.
Restricted securities and securities that are not readily marketable may sell at
a discount from the price they would bring if freely marketable.
Lending of Portfolio SECURITIES (All Funds)
Each Fund may lend its portfolio securities to generate income and to
offset expenses. The collateral received when a Fund lends portfolio securities
must be valued daily and, should the market value of the loaned securities
increase, the borrower must furnish additional collateral to the lending Fund.
During the time portfolio securities are on loan, the borrower pays the Fund any
dividends or interest paid on such securities. Loans are subject to termination
at the option of the Fund or the borrower. A Fund may pay reasonable
administrative and custodial fees in connection with a loan and may pay a
negotiated portion of the interest earned on the cash or equivalent of
collateral to the borrower or placing broker. A Fund does not have the right to
vote securities on loan, but would terminate the loan and regain the right to
vote if that were considered important with respect to the investment.
Reverse Repurchase Agreements (All Funds)
The Funds may also enter into reverse repurchase agreements. These
transactions are similar to borrowing cash. In a reverse repurchase agreement, a
Fund transfers possession of a portfolio instrument to another person, such as a
financial institution, broker, or dealer, in return for a percentage of the
instrument's market value in cash, and agrees that on a stipulated date in the
future the Fund will repurchase the portfolio instrument by remitting the
original consideration plus interest at an agreed upon rate.
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<PAGE>
The use of reverse repurchase agreements may enable a Fund to avoid
selling portfolio instruments at a time when a sale may be deemed to be
disadvantageous, but the ability to enter into reverse repurchase agreements
does not ensure that the Fund will be able to avoid selling portfolio
instruments at a disadvantageous time.
When effecting reverse repurchase agreements, liquid assets of a Fund,
in a dollar amount sufficient to make payment for the obligations to be
purchased, are segregated at the trade date. These securities are marked to
market daily and maintained until the transaction is settled.
Options and Futures Transactions (All Funds)
Each Fund may seek to increase the current return on its investments
by writing covered call or put options. In addition, a Fund may at times seek to
hedge against either a decline in the value of its portfolio securities or an
increase in the price of securities which its investment adviser plans to
purchase through the writing and purchase and sale of options including options
on stock indices and the purchase and sale of futures contracts and related
options. The investment adviser to Evergreen, Growth and Income and Foundation
does not presently intend to utilize options (other than writing covered call
options and entering into closing purchase transactions) or futures contracts
and related options but may do so in the future. Expenses and losses incurred as
a result of such hedging strategies will reduce a Fund's current return.
The ability of a Fund to engage in the options and futures strategies
described below will depend on the availability of liquid markets in such
instruments. Markets in options and futures with respect to stock indices and
U.S. government securities are relatively new and still developing. It is
impossible to predict the amount of trading interest that may exist in various
types of options or futures. Therefore no assurance can be given that a Fund
will be able to utilize these instruments effectively for the purposes stated
below.
Writing Covered Options on Securities. A Fund may write covered call
options and covered put options on optionable securities of the types in which
it is permitted to invest from time to time as its investment adviser determines
is appropriate in seeking to attain the Fund's investment objective. Call
options written by a Fund give the holder the right to buy the underlying
security from the Fund at a stated exercise price; put options give the holder
the right to sell the underlying security to the Fund at a stated price.
A put option would be considered "covered" if the Fund owns an option
to sell the underlying security subject to the option having an exercise price
equal to or greater than the exercise price of the "covered" option at all times
while the put option is outstanding. A call option is covered if the Fund owns
or has the right to acquire the underlying securities subject to the call option
(or comparable securities satisfying the cover requirements of securities
exchanges) at all times during the option period or the Fund maintains in a
segregated account at the Fund's custodian bank cash or short-term U.S.
government securities with a value equal to or greater than the Fund's
obligation under the option. A Fund may also write combinations of covered puts
and covered calls on the same underlying security.
-7-
<PAGE>
A Fund will receive a premium from writing an option, which increases
the Fund's return in the event the option expires unexercised or is terminated
at a profit. The amount of the premium will reflect, among other things, the
relationship of the market price of the underlying security to the exercise
price of the option, the term of the option, and the volatility of the market
price of the underlying security. By writing a call option, a Fund will limit
its opportunity to profit from any increase in the market value of the
underlying security above the exercise price of the option. By writing a put
option, a Fund will assume the risk that it may be required to purchase the
underlying security for an exercise price higher than its then current market
price, resulting in a potential capital loss if the purchase price exceeds the
market price plus the amount of the premium received.
A Fund may terminate an option which it has written prior to its
expiration by entering into a closing purchase transaction in which it purchases
an option having the same terms as the option written. The Fund will realize a
profit (or loss) from such transaction if the cost of such transaction is less
(or more) than the premium received from the writing of the option. Because
increases in the market price of a call option will generally reflect increases
in the market price of the underlying security, any loss resulting from the
repurchase of a call option may be offset in whole or in part by unrealized
appreciation of the underlying security owned by the Fund.
Purchasing Put and Call Options on Securities. A Fund may purchase put
options to protect its portfolio holdings in an underlying security against a
decline in market value. This protection is provided during the life of the put
option since the Fund, as holder of the put, is able to sell the underlying
security at the exercise price regardless of any decline in the underlying
security's market price. For the purchase of a put option to be profitable, the
market price of the underlying security must decline sufficiently below the
exercise price to cover the premium and transaction costs. By using put options
in this manner, any profit which the Fund might otherwise have realized on the
underlying security will be reduced by the premium paid for the put option and
by transaction costs.
A Fund may also purchase a call option to hedge against an increase in
price of a security that it intends to purchase. This protection is provided
during the life of the call option since the Fund, as holder of the call, is
able to buy the underlying security at the exercise price regardless of any
increase in the underlying security's market price. For the purchase of a call
option to be profitable, the market price of the underlying security must rise
sufficiently above the exercise price to cover the premium and transaction
costs. By using call options in this manner, any profit which the Fund might
have realized had it bought the underlying security at the time it purchased the
call option will be reduced by the premium paid for the call option and by
transaction costs.
Purchase and Sale of Options and Futures on Securities and Stock
Indices. A Fund may purchase and sell options on securities, stock indices and
stock index futures contracts as a hedge against movements in the equity
markets. In the future, a Fund may purchase and sell such options for other
investment purposes.
Options on stock indices are similar to options on specific securities
except that, rather than the right to take or make delivery of the specific
security at a specific price, an option on a stock index gives the holder the
right to receive, upon
-8-
<PAGE>
exercise of the option, an amount of cash if the closing level of that stock
index is greater than, in the case of a call, or less than, in the case of a
put, the exercise price of the option. This amount of cash is equal to such
difference between the closing price of the index and the exercise price of the
option expressed in dollars times a specified multiple. The writer of the option
is obligated, in return for the premium received, to make delivery of this
amount. Unlike options on specific securities, all settlements of options on
stock indices are in cash and gain or loss depends on general movements in the
stocks included in the index rather than price movements in particular stocks.
Currently options traded include the Standard & Poor's 500 Composite Stock Price
Index, the NYSE Composite Index, the AMEX Market Value Index, the National
Over-The-Counter Index, the Nikkei 225 Stock Average Index, the Financial Times
Stock Exchange 100 Index and other standard broadly based stock market indices.
Options are also traded in certain industry or market segment indices such as
the Pharmaceutical Index.
A stock index futures contract is an agreement in which one party
agrees to deliver to the other an amount of cash equal to a specific dollar
amount times the difference between the value of a specific stock index at the
close of the last trading day of the contract and the price at which the
agreement is made. No physical delivery of securities is made.
If a Fund's investment adviser expects general stock market prices to
rise, it might purchase a call option on a stock index or a futures contract on
that index as a hedge against an increase in prices of particular equity
securities it wants ultimately to buy for the Fund. If in fact the stock index
does rise, the price of the particular equity securities intended to be
purchased may also increase, but that increase would be offset in part by the
increase in the value of the Fund's index option or futures contract resulting
from the increase in the index. If, on the other hand, the Fund's investment
adviser expects general stock market prices to decline, it might purchase a put
option or sell a futures contract on the index. If that index does in fact
decline, the value of some or all of the equity securities held by the Fund may
also be expected to decline, but that decrease would be offset in part by the
increase in the value of the Fund's position in such put option or futures
contract.
Purchase and Sale of Interest Rate Futures. A Fund may purchase and
sell interest rate futures contracts on U.S. Treasury bills, notes and bonds and
Government National Mortgage Association ("GNMA") certificates either for the
purpose of hedging its portfolio securities against the adverse effects of
anticipated movements in interest rates.
A Fund may sell interest rate futures contracts in anticipation of an
increase in the general level of interest rates. Generally, as interest rates
rise, the market value of the securities held by a Fund will fall, thus reducing
the net asset value of the Fund. This interest rate risk can be reduced without
employing futures as a hedge by selling such securities and either reinvesting
the proceeds in securities with shorter maturities or by holding assets in cash.
However, this strategy entails increased transaction costs in the form of dealer
spreads and brokerage commissions and would typically reduce the Fund's average
yield as a result of the shortening of maturities.
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The sale of interest rate futures contracts provides a means of hedging
against rising interest rates. As rates increase, the value of a Fund's short
position in the futures contracts will also tend to increase thus offsetting all
or a portion of the depreciation in the market value of the Fund's investments
that are being hedged. While the Fund will incur commission expenses in selling
and closing out futures positions (which is done by taking an opposite position
in the futures contract), commissions on futures transactions are lower than
transaction costs incurred in the purchase and sale of portfolio securities.
A Fund may purchase interest rate futures contracts in anticipation of
a decline in interest rates when it is not fully invested. As such purchases are
made, it is expected that an equivalent amount of futures contracts will be
closed out.
A Fund will enter into futures contracts which are traded on national
or foreign futures exchanges, and are standardized as to maturity date and the
underlying financial instrument. Futures exchanges and trading in the United
States are regulated under the Commodity Exchange Act by the Commodity Futures
Trading Commission ("CFTC"). Futures are traded in London at the London
International Financial Futures Exchange, in Paris, at the MATIF, and in Tokyo
at the Tokyo Stock Exchange.
Options on Futures Contracts. A Fund may purchase and write call and
put options on securities, stock index and interest rate futures contracts. A
Fund may use such options on futures contracts in connection with its hedging
strategies in lieu of purchasing and writing options directly on the underlying
securities or stock indices or purchasing or selling the underlying futures. For
example, a Fund may purchase put options or write call options on stock index
futures or interest rate futures, rather than selling futures contracts, in
anticipation of a decline in general stock market prices or rise in interest
rates, respectively, or purchase call options or write put options on stock
index or interest rate futures, rather than purchasing such futures, to hedge
against possible increases in the price of equity securities or debt securities,
respectively, which the Fund intends to purchase.
In connection with transactions in stock index options, stock index
futures, interest rate futures and related options on such futures, a Fund will
be required to deposit as "initial margin" an amount of cash and short-term U.S.
government securities. The current initial margin requirement per contract is
approximately 2% of the contract amount. Thereafter, subsequent payments
(referred to as "variation margin") are made to and from the broker to reflect
changes in the value of the futures contract. Brokers may establish deposit
requirements higher than exchange minimums.
Limitations. A Fund will not purchase or sell futures contracts or
options on futures contracts or stock indices for non-hedging purposes if, as a
result, the sum of the initial margin deposits on its existing futures contracts
and related options positions and premiums paid for options on futures contracts
or stock indices would exceed 5% of the net assets of the Fund unless the
transaction meets certain "bona fide hedging" criteria.
Risks of Options and Futures Strategies. The effective use of options
and futures strategies depends, among other things, on a Fund's ability to
terminate options and futures positions at times when its investment adviser
deems it desirable to do so. Although a Fund will not enter into an option or
futures position unless its investment
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adviser believes that a liquid market exists for such option or future, there
can be no assurance that a Fund will be able to effect closing transactions at
any particular time or at an acceptable price. The investment advisers generally
expect that options and futures transactions for the Funds will be conducted on
recognized exchanges. In certain instances, however, a Fund may purchase and
sell options in the over-the-counter market. The Staff of the SEC considers
over-the-counter options to be illiquid. A Fund's ability to terminate option
positions established in the over-the-counter market may be more limited than in
the case of exchange traded options and may also involve the risk that
securities dealers participating in such transactions would fail to meet their
obligations to the Fund.
The use of options and futures involves the risk of imperfect
correlation between movements in options and futures prices and movements in the
price of the securities that are the subject of the hedge. The successful use of
these strategies also depends on the ability of a Fund's investment adviser to
forecast correctly interest rate movements and general stock market price
movements. This risk increases as the composition of the securities held by the
Fund diverges from the composition of the relevant option or futures contract.
Junk Bonds (Growth and Income, Strategic Income)
Growth and Income may invest up to 5% of its total assets and Strategic Income
may invest without limit in bonds rated below Baa3 by Moody's Investors Service
Inc. ("Moody's") or BBB by Standard & Poor's Ratings Service ("Standard &
Poor's") (commonly known as "junk bonds"). Securities rated less than Baa by
Moody's or BBB by Standard & Poor's are classified as non-investment grade
securities and are considered speculative by those rating agencies. It is the
policy of each Fund's investment adviser not to rely exclusively on ratings
issued by credit rating agencies but to supplement such ratings with the
investment adviser's own independent and ongoing review of credit quality. Junk
bonds may be issued as a consequence of corporate restructurings, such as
leveraged buyouts, mergers, acquisitions, debt recapitalizations, or similar
events or by smaller or highly leveraged companies. When economic conditions
appear to be deteriorating, junk bonds may decline in market value due to
investors' heightened concern over credit quality, regardless of prevailing
interest rates. Although the growth of the high yield securities market in the
1980s had paralleled a long economic expansion, many issuers could be affected
by adverse economic and market conditions. It should be recognized that an
economic downturn or increase in interest rates is likely to have a negative
effect on (i) the high yield bond market, (ii) the value of high yield
securities and (iii) the ability of the securities' issuers to service their
principal and interest payment obligations, to meet their projected business
goals or to obtain additional financing. The market for junk bonds, especially
during periods of deteriorating economic conditions, may be less liquid than the
market for investment grade bonds. In periods of reduced market liquidity, junk
bond prices may become more volatile and may experience sudden and substantial
price declines. Also, there may be significant disparities in the prices quoted
for junk bonds by various dealers. Under such conditions, a Fund may find it
difficult to value its junk bonds accurately. Under such conditions, a Fund may
have to use subjective rather than objective criteria to value its junk bond
investments accurately and rely more heavily on the judgment of the Trust's
Board of Trustees. Prices for junk bonds also may be affected by legislative and
regulatory developments. For example, recent federal rules require that savings
and loans gradually reduce their holdings of
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high-yield securities. Also, from time to time, Congress has considered
legislation to restrict or eliminate the corporate tax deduction for interest
payments or to regulate corporate restructurings such as takeovers, mergers or
leveraged buyouts. Such legislation, if enacted, could depress the prices of
outstanding junk bonds.
Variable and Floating Rate Securities (Foundation, Strategic Income)
Foundation may invest no more than 5% of its total assets, at the time of the
investment in question, and Strategic Income may invest without limit in
variable and floating rate securities. The terms of variable and floating rate
instruments provide for the interest rate to be adjusted according to a formula
on certain predetermined dates. Variable and floating rate instruments that are
repayable on demand at a future date are deemed to have a maturity equal to the
time remaining until the principal will be received on the assumption that the
demand feature is exercised on the earliest possible date. For the purposes of
evaluating the interest-rate sensitivity of the Fund, variable and floating rate
instruments are deemed to have a maturity equal to the period remaining until
the next interest-rate readjustment. For the purposes of evaluating the credit
risks of variable and floating rate instruments, these instruments are deemed to
have a maturity equal to the time remaining until the earliest date the Fund is
entitled to demand repayment of principal.
Convertible Securities -- (All Funds)
Each Fund may invest in convertible securities. Convertible securities
include fixed-income securities that may be exchanged or converted into a
predetermined number of shares of the issuer's underlying common stock at the
option of the holder during a specified period. Convertible securities may take
the form of convertible preferred stock, convertible bonds or debentures, units
consisting of "usable" bonds and warrants or a combination of the features of
several of these securities. The investment characteristics of each convertible
security vary widely, which allow convertible securities to be employed for a
variety of investment strategies.
Each Fund will exchange or convert convertible securities into shares
of underlying common stock when, in the opinion of its investment adviser, the
investment characteristics of the underlying common shares will assist a Fund in
achieving its investment objective. A Fund may also elect to hold or trade
convertible securities. In selecting convertible securities, the investment
adviser evaluates the investment characteristics of the convertible security as
a fixed-income instrument, and the investment potential of the underlying equity
security for capital appreciation. In evaluating these matters with respect to a
particular convertible security, the investment adviser considers numerous
factors, including the economic and political outlook, the value of the security
relative to other investment alternatives, trends in the determinants of the
issuer's profits, and the issuer's management capability and practices.
Warrants (All Funds Except Strategic Income)
Each Fund may invest in warrants. Warrants are options to purchase
common stock at a specific price (usually at a premium above the market value of
the optioned common stock at issuance) valid for a specific period of time.
Warrants may have a life ranging from less than one year to twenty years, or
they may be perpetual. However,
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most warrants have expiration dates after which they are worthless. In addition,
a warrant is worthless if the market price of the common stock does not exceed
the warrant's exercise price during the life of the warrant. Warrants have no
voting rights, pay no dividends, and have no rights with respect to the assets
of the corporation issuing them. The percentage increase or decrease in the
market price of the warrant may tend to be greater than the percentage increase
or decrease in the market price of the optioned common stock.
Sovereign Debt Obligations (Growth and Income, Strategic Income)
Growth and Income and Strategic Income may purchase sovereign debt
instruments issued or guaranteed by foreign governments or their agencies,
including debt of Latin American nations or other developing countries.
Sovereign debt may be in the form of conventional securities or other types of
debt instruments such as loans or loan participations. Sovereign debt of
developing countries may involve a high degree of risk, and may be in default or
present the risk of default. Governmental entities responsible for repayment of
the debt may be unable or unwilling to repay principal and interest when due,
and may require renegotiation or rescheduling of debt payments. In addition,
prospects for repayment of principal and interest may depend on political as
well as economic factors.
Closed-End Investment Companies (All Funds)
Each Fund may purchase the equity securities of closed-end investment
companies to facilitate investment in certain foreign countries. Equity
securities of closed-end investment companies generally trade at a discount to
their net asset value. Investments in closed-end investment companies involve
the payment of management fees to the advisers of such investment companies.
Foreign Currency Transactions; Currency Risks (All Funds)
The exchange rates between the U.S. dollar and foreign currencies are a
function of such factors as supply and demand in the currency exchange markets,
international balances of payments, governmental intervention, speculation and
other economic and political conditions. Although a Fund values its assets daily
in U.S. dollars, a Fund generally does not convert its holdings to U.S. dollars
or any other currency. Foreign exchange dealers may realize a profit on the
difference between the price at which a Fund buys and sells currencies.
Each Fund will engage in foreign currency exchange transactions in
connection with its portfolio investments. A Fund will conduct its foreign
currency exchange transactions either on a spot (i.e., cash) basis at the spot
rate prevailing in the foreign currency exchange market or through forward
contracts to purchase or sell foreign currencies.
Forward Foreign Currency Exchange Contracts
Each Fund may enter into forward foreign currency exchange contracts in
order to protect against a possible loss resulting from an adverse change in the
relationship between the U.S. dollar and a foreign currency involved in an
underlying transaction. A forward foreign currency exchange contract involves an
obligation to purchase or sell a
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specific currency at a future date, which may be any fixed number of days
(usually less than one year) from the date of the contract agreed upon by the
parties, at a price set at the time of the contract. These contracts are traded
in the interbank market conducted directly between currency traders (usually
large commercial banks) and their customers. A forward contract generally has a
deposit requirement, and no commissions are charged at any stage for trades.
Although foreign exchange dealers do not charge a fee for conversion, they do
realize a profit based on the difference (the spread) between the price at which
they are buying and selling various currencies. However, forward foreign
currency exchange contracts may limit potential gains which could result from a
positive change in such currency relationships. The Funds' investment advisers
believe that it is important to have the flexibility to enter into forward
foreign currency exchange contracts whenever they determine that it is in a
Fund's best interest to do so. A Fund will not speculate in foreign currency
exchange.
Except for cross-hedges, a Fund will not enter into forward foreign
currency exchange contracts or maintain a net exposure in such contracts when it
would be obligated to deliver an amount of foreign currency in excess of the
value of its portfolio securities or other assets denominated in that currency
or, in the case of a "cross-hedge" denominated in a currency or currencies that
the investment adviser believes will tend to be closely correlated with that
currency with regard to price movements. At the consummation of such a forward
contract, a Fund may either make delivery of the foreign currency or terminate
its contractual obligation to deliver the foreign currency by purchasing an
offsetting contract obligating it to purchase, at the same maturity date, the
same amount of such foreign currency. If a Fund chooses to make delivery of the
foreign currency, it may be required to obtain such currency through the sale of
portfolio securities denominated in such currency or through conversion of other
assets of the Fund into such currency. If a Fund engages in an offsetting
transaction, the Fund will incur a gain or loss to the extent that there has
been a change in forward contract prices.
Each Fund will place cash or high grade debt securities in a separate
account of the Fund at its custodian bank in an amount equal to the value of the
Fund's total assets committed to forward foreign currency exchange contracts
entered into as a hedge against a substantial decline in the value of a
particular foreign currency. If the value of the securities placed in the
separate account declines, additional cash or securities will be placed in the
account on a daily basis so that the value of the account will equal the amount
of the Fund's commitments with respect to such contracts.
It should be realized that this method of protecting the value of a
Fund's portfolio securities against a decline in the value of a currency does
not eliminate fluctuations in the underlying prices of the securities. It simply
establishes a rate of exchange which can be achieved at some future point in
time. Additionally, although such contracts tend to minimize the risk of loss
due to a decline in the value of the hedged currency, at the same time they tend
to limit any potential gain which might result should the value of such currency
increase. Generally, a Fund will not enter into a forward foreign currency
exchange contract with a term longer than one year.
Foreign Currency Options
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A foreign currency option provides the option buyer with the right to
buy or sell a stated amount of foreign currency at the exercise price on a
specified date or during the option period. The owner of a call option has the
right, but not the obligation, to buy the currency. Conversely, the owner of a
put option has the right, but not the obligation, to sell the currency.
When the option is exercised, the seller (i.e., writer) of the option
is obligated to fulfill the terms of the sold option. However, either the seller
or the buyer may, in the secondary market, close its position during the option
period at any time prior to expiration.
A call option on a foreign currency generally rises in value if the
underlying currency appreciates in value, and a put option on a foreign currency
generally rises in value if the underlying currency depreciates in value.
Although purchasing a foreign currency option can protect the Fund against an
adverse movement in the value of a foreign currency, the option will not limit
the movement in the value of such currency. For example, if a Fund was holding
securities denominated in a foreign currency that was appreciating and had
purchased a foreign currency put to hedge against a decline in the value of the
currency, the Fund would not have to exercise its put option. Likewise, if a
Fund were to enter into a contract to purchase a security denominated in foreign
currency and, in conjunction with that purchase, were to purchase a foreign
currency call option to hedge against a rise in value of the currency, and if
the value of the currency instead depreciated between the date of purchase and
the settlement date, the Fund would not have to exercise its call. Instead, the
Fund could acquire in the spot market the amount of foreign currency needed for
settlement.
Special Risks Associated with Foreign Currency Options
Buyers and sellers of foreign currency options are subject to the same
risks that apply to options generally. In addition, there are certain additional
risks associated with foreign currency options. The markets in foreign currency
options are relatively new, and a Fund's ability to establish and close out
positions on such options is subject to the maintenance of a liquid secondary
market. Although the Funds will not purchase or write such options unless and
until, in the opinion of the investment advisers, the market for them has
developed sufficiently to ensure that the risks in connection with such options
are not greater than the risks in connection with the underlying currency, there
can be no assurance that a liquid secondary market will exist for a particular
option at any specific time. In addition, options on foreign currencies are
affected by all of those factors that influence foreign exchange rates and
investments generally.
The value of a foreign currency option depends upon the value of the
underlying currency relative to the U.S. dollar. As a result, the price of the
option position may vary with changes in the value of either or both currencies
and may have no relationship to the investment merits of a foreign security.
Because foreign currency transactions occurring in the interbank market involve
substantially larger amounts than those that may be involved in the use of
foreign currency options, investors may be disadvantaged by having to deal in an
odd lot market (generally consisting of transactions of less than $1 million)
for the underlying foreign currencies at prices that are less favorable than for
round lots.
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There is no systematic reporting of last sale information for foreign
currencies or any regulatory requirement that quotations available through
dealers or other market sources be firm or revised on a timely basis. Available
quotation information is generally representative of very large transactions in
the interbank market and thus may not reflect relatively smaller transactions
(i.e, less than $1 million) where rates may be less favorable. The interbank
market in foreign currencies is a global, around-the-clock market. To the extent
that the U.S. option markets are closed while the markets for the underlying
currencies remain open, significant price and rate movements may take place in
the underlying markets that cannot be reflected in the options markets until
they reopen.
Foreign Currency Futures Transactions
By using foreign currency futures contracts and options on such
contracts, a Fund may be able to achieve many of the same objectives as it would
through the use of forward foreign currency exchange contracts. The Funds may be
able to achieve these objectives possibly more effectively and at a lower cost
by using futures transactions instead of forward foreign currency exchange
contracts.
A foreign currency futures contract sale creates an obligation by the
Fund, as seller, to deliver the amount of currency called for in the contract at
a specified future time for a specified price. A currency futures contract
purchase creates an obligation by the Fund, as purchaser, to take delivery of an
amount of currency at a specified future time at a specified price. Although the
terms of currency futures contracts specify actual delivery or receipt, in most
instances the contracts are closed out before the settlement date without the
making or taking of delivery of the currency. Closing out of currency futures
contracts is effected by entering into an offsetting purchase or sale
transaction. An offsetting transaction for a currency futures contract sale is
effected by the Fund entering into a currency futures contract purchase for the
same aggregate amount of currency and same delivery date. If the price of the
sale exceeds the price of the offsetting purchase, the Fund is immediately paid
the difference and realizes a loss. Similarly, the closing out of a currency
futures contract purchase is effected by the Fund entering into a currency
futures contract sale. If the offsetting sale price exceeds the purchase price,
the Fund realizes a gain, and if the offsetting sale price is less than the
purchase price, the Fund realizes a loss.
Special Risks Associated with Foreign Currency Futures Contracts and
Related Options
Buyers and sellers of foreign currency futures contracts are subject to
the same risks that apply to the use of futures generally. In addition, there
are risks associated with foreign currency futures contracts and their use as a
hedging device similar to those associated with options on futures currencies,
as described above.
Options on foreign currency futures contracts may involve certain
additional risks. Trading options on foreign currency futures contracts is
relatively new. The ability to establish and close out positions on such options
is subject to the maintenance of a liquid secondary market. To reduce this risk,
the Funds will not purchase or write options on foreign currency futures
contracts unless and until, in the opinion of the investment advisers, the
market for such options has
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developed sufficiently that the risks in connection with such options are not
greater than the risks in connection with transactions in the underlying foreign
currency futures contracts. Compared to the purchase or sale of foreign currency
futures contracts, the purchase of call or put options on futures contracts
involves less potential risk to the Funds because the maximum amount at risk is
the premium paid for the option (plus transaction costs). However, there may be
circumstances when the purchase of a call or put option on a futures contract
would result in a loss, such as when there is no movement in the price of the
underlying currency or futures contract.
Derivatives, Mortgage-Backed and Asset-Backed Securities (All Funds)
To the extent provided for elsewhere in this Statement of Additional
Information, each Fund may use derivatives while seeking to achieve its
investment objective. Derivatives are financial contracts whose value depends
on, or is derived from, the value of an underlying asset, reference rate or
index. These assets, rates, and indices may include bonds, stocks, mortgages,
commodities, interest rates, currency exchange rates, bond indices and stock
indices. Derivatives can be used to earn income or protect against risk, or
both. For example, one party with unwanted risk may agree to pass that risk to
another party who is willing to accept the risk, the second party being
motivated, for example, by the desire either to earn income in the form of a fee
or premium from the first party, or to reduce its own unwanted risk by
attempting to pass all or part of that risk to the first party.
Derivatives can be used by investors such as the Funds to earn income
and enhance returns, to hedge or adjust the risk profile of the portfolio, and
in place of more traditional direct investments to obtain exposure to otherwise
inaccessible markets. The Fund is permitted to use derivatives for one or more
of these purposes. The use of derivatives for non-hedging purposes entails
greater risks. The Funds use futures contracts and related options as well as
forwards for hedging purposes. Derivatives are a valuable tool, which, when used
properly, can provide significant benefit to Fund shareholders. However, the
Fund may take positions in those derivatives that are within its investment
policies if, in the investment adviser's judgment, this represents an effective
response to current or anticipated market conditions. An Investment Adviser's
use of derivatives is subject to continuous risk assessment and control from the
standpoint of the Fund's investment objectives and policies.
Derivatives may be (1) standardized, exchange-traded contracts or (2)
customized, privately negotiated contracts. Exchange-traded derivatives tend to
be more liquid and subject to less credit risk than those that are privately
negotiated.
There are four principal types of derivative instruments - options,
futures, forwards and swaps - from which virtually any type of derivative
transaction can be created. Further information regarding options, futures,
forwards and swaps is provided elsewhere in this section.
Debt instruments that incorporate one or more of these building blocks
for the purpose of determining the principal amount of and/or rate of interest
payable on the debt instruments are often referred to as "structured
securities". An example of this type of structured security is indexed
commercial paper. The term is also used to describe certain securities issued in
connection with the restructuring of certain foreign obligations.
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The term "derivative" is also sometimes used to describe securities
involving rights to a portion of the cash flows from an underlying pool of
mortgages or other assets from which payments are passed through to the owner
of, or that collateralize, the securities. See "Mortgage Backed Securities,"
below.
While the judicious use of derivatives by experienced investment
managers such as Keystone and Evergreen Asset can be beneficial, derivatives
also involve risks different from, and, in certain cases, greater than, the
risks presented by more traditional investments. Following is a general
discussion of important risk factors and issues concerning the use of
derivatives that investors should understand before investing in the Funds.
* Market Risk - This is the general risk attendant to all investments
that the value of a particular investment will decline or otherwise change in a
way which is detrimental to a Fund's interest.
* Management Risk - Derivative products are highly specialized
instruments that require investment techniques and risk analyses different from
those associated with stocks and bonds. The use of a derivative requires an
understanding not only of the underlying instrument, but also of the derivative
itself, without the benefit of observing the performance of the derivative under
all possible market conditions. In particular, the use and complexity of
derivatives require the maintenance of adequate controls to monitor the
transactions entered into, the ability to assess the risk that a derivative adds
to a Fund's portfolio and the ability to forecast price, interest rate or
currency exchange rate movements correctly.
* Credit Risk - This is the risk that a loss may be sustained by the
Fund as a result of the failure of another party to a derivative (usually
referred to as a "counterparty") to comply with the terms of the derivative
contract. The credit risk for exchange-traded derivatives is generally less than
for privately negotiated derivatives, since the clearing house, which is the
issuer or counterparty to each exchange-traded derivative, provides a guarantee
of performance. This guarantee is supported by a daily payment system (i.e.,
margin requirements) operated by the clearing house in order to reduce overall
credit risk. For privately negotiated derivatives, there is no similar clearing
agency guarantee. Therefore, a Fund's investment adviser considers the
creditworthiness of each counterparty to a privately negotiated derivative in
evaluating potential credit risk.
* Liquidity Risk - Liquidity risk exists when a particular instrument
is difficult to purchase or sell. If a derivative transaction is particularly
large or if the relevant market is illiquid (as is the case with many privately
negotiated derivatives), it may not be possible to initiate a transaction or
liquidate a position at an advantageous price.
* Leverage Risk - Since many derivatives have a leverage component,
adverse changes in the value or level of the underlying asset, rate or index can
result in a loss substantially greater than the amount invested in the
derivative itself. In the case of swaps, the risk of loss generally is related
to a notional principal amount, even if the parties have not made any initial
investment. Certain derivatives have the potential for unlimited loss,
regardless of the size of the initial investment.
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* Other Risks - Other risks in using derivatives include the risk of
mispricing or improper valuation and the inability of derivatives to correlate
perfectly with underlying assets, rates and indices. Many derivatives, in
particular privately negotiated derivatives, are complex and often valued
subjectively. Improper valuations can result in increased cash payment
requirements to counterparties or a loss of value to a Fund. Derivatives do not
always perfectly or even highly correlate or track the value of the assets,
rates or indices they are designed to closely track. Consequently, a Fund's use
of derivatives may not always be an effective means of, and sometimes could be
counterproductive to, furthering a Fund's investment objective.
Mortgage-Backed Securities (Strategic Income)
Mortgage-backed securities are securities that directly or indirectly
represent a participation in, or are secured by and payable from, mortgage loans
secured by real property. The term mortgage-backed securities includes
adjustable rate mortgage securities and derivative mortgage products such as
collateralized mortgage obligations.
There are currently three basic types of mortgage-backed securities:
(i) those issued or guaranteed by the U.S. government or one of its agencies or
instrumentalities, such as GNMA, Federal National Mortgage Association ("FNMA"),
and FHLMC (securities issued by GNMA, but not those issued by FNMA or FHLMC, are
backed by the "full-faith and credit" of the U.S.); (ii) those issued by private
issuers that represent an interest in or are collateralized by mortgage-backed
securities issued or guaranteed by the U.S. government or one of its agencies or
instrumentalities; and (iii) those issued by private issuers that represent an
interest in or are collateralized by whole mortgage loans or mortgage-backed
securities without a government guarantee but usually having some form of
private credit enhancement.
Strategic Income will invest in mortgage pass-through securities
representing participation interests in pools of residential mortgage loans
originated by governmental or private lenders. Such securities, which are
ownership interests in the underlying mortgage loans, differ from conventional
debt securities, which provide for periodic payment of interest in fixed amounts
(usually semi-annually) with principal payments at maturity or on specified call
dates. Mortgage pass-through securities provide for monthly payments that are a
"pass through" of the monthly interest and principal payments (including any
prepayments) made by the individual borrowers on the pooled mortgage loans, net
of any fees paid to the guarantor of such mortgage loans, net of any fees paid
to the guarantor of such securities and the servicers of the underlying mortgage
loans.
Strategic Income may also invest in fixed rate and adjustable rate
collateralized mortgage obligations ("CMOs"), including CMOs with rates that
move inversely to market rates that are issued by and guaranteed as to principal
and interest by the U.S. government, its agencies or instrumentalities. The
principal governmental issuer of CMOs is FNMA. In addition, FHLMC issues a
significant number of CMOs. The Fund will not invest in CMOs that are issued by
private issuers. CMOs are debt obligations collateralized by mortgage securities
in which the payment of the principal and interest is supported by the credit
of, or guaranteed by, the U.S. government or an agency or instrumentality of the
U.S. government. The secondary market for CMOs is actively traded.
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CMOs are structured by redirecting the total payment of principal and
interest on the underlying mortgage securities used as collateral to create
classes with different interest rates, maturities and payment schedules. Instead
of interest and principal payments on the underlying mortgage securities being
passed through or paid pro rata to each holder (e.g., the Fund), each class of a
CMO is paid from and secured by a separate priority payment of the cash flow
generated by the pledged mortgage securities.
Most CMO issues have at least four classes. Classes with an earlier
maturity receive priority on payments to assure the early maturity. After the
first class is redeemed, excess cash flow not necessary to pay interest on the
remaining classes is directed to the repayment of the next maturing classes
until that class is fully redeemed. This process continues until all classes of
the CMO issue have been paid in full. Among the CMO classes available are
floating (adjustable) rate classes, which have characteristics similar to
adjustable rate mortgage securities ("ARMS"), and inverse floating rate classes
whose coupons vary inversely with the rate of some market index. The Fund may
purchase any class of CMO other than the residual (final) class.
Equipment Trust Certificates (Strategic Income)
Equipment Trust Certificates are a mechanism for financing the purchase
of transportation equipment, such as railroad cars and locomotives, trucks,
airplanes and oil tankers.
Under an equipment trust certificate, the equipment is used as the
security for the debt and title to the equipment is vested in a trustee. The
trustee leases the equipment to the user, i.e. the railroad, airline, trucking
or oil company. At the same time equipment trust certificates in an aggregate
amount equal to a certain percentage of the equipment's purchase price are sold
to lenders. The trustee pays the proceeds from the sale of certificates to the
manufacturer. In addition, the company using the equipment makes an initial
payment of rent equal to their balance of the purchase price to the trustee,
which the trustee then pays to the manufacturer. The trustee collects lease
payments from the company and uses the payments to pay interest and principal on
the certificates. At maturity, the certificates are redeemed and paid, the
equipment is sold to the company and the lease is terminated.
Generally, these certificates are regarded as obligations of the
company that is leasing the equipment and are shown as liabilities in its
balance sheet. However, the company does not own the equipment until all the
certificates are redeemed and paid. In the event the company defaults under its
lease, the trustee terminates the lease. If another lessee is available, the
trustee leases the equipment to another user and makes payments on the
certificates from new lease rentals.
Interest-Rate Swap Contracts (Strategic Income)
Interest rate swaps are over-the-counter ("OTC") agreements between
parties and counterparties to make periodic payments to each other for a stated
time, generally entered into for the purpose of changing the nature or amount of
interest being received on debt securities held by one or both parties. The
calculation of these payments is based on an agreed-upon amount called the
-20-
<PAGE>
"notional amount." The notional amount is not typically exchanged in swaps
(except in currency swaps). The periodic payments may be fixed or floating.
Floating payments change (positively or inversely) with fluctuations in interest
or currency rates or equity or commodity prices, depending on the swap
contract's terms.
Swaps may be used to hedge against adverse changes in interest rates,
for instance. Thus Strategic Income may have a portfolio of debt instruments
(ARMS, for instance) the floating interest rates of which adjust frequently
because they are tied positively to changes in market interest rates. The Fund
would then be exposed to interest rate risk because a decline in interest rates
would reduce the interest receipts on its portfolio. If the investment adviser
believed interest rates would decline, the Fund, could enter into an interest
rate swap with another financial institution to hedge the interest rate risk. In
the swap contract, the Fund would agree to make payments based on a floating
interest rate in exchange for receiving payments based on a fixed interest rate.
Thereafter, if interest rates declined, the Fund's fixed rate receipts on the
swap would offset the reduction in its portfolio receipts. If interest rates
rose, the higher rates the Fund could obtain from new portfolio investments
(assuming sale of existing investments) would offset the higher rates it paid
under the swap agreement.
Equity Swap Contracts (Aggressive)
The counterparty to an equity swap contract would typically be a bank,
investment banking firm or broker/dealer. For example, the counterparty would
generally agree to pay the Fund the amount, if any, by which the notional amount
of the equity swap contract would have increased in value if such notional
amount had been invested in the stocks comprising the S&P 500 Index in
proportion to the composition of the Index, plus the dividends that would have
been received on those stocks. The Fund would agree to pay to the counterparty a
floating rate of interest (typically the London Inter Bank Offered Rate) on the
notional amount of the equity swap contract plus the amount, if any, by which
that notional amount would have decreased in value had it been invested in such
index stocks. Therefore, the return to the Fund on any equity swap contract
should be the gain comprising the S&P 500 Index less the interest paid by the
Fund on the notional amount. The Fund will only enter into equity swap contracts
on a net basis, i.e., the two parties' obligations are netted out, with the Fund
paying or receiving, as the case may be, only the net amount of any payments.
Payments under equity swap contracts may be made at the conclusion of the
contract or periodically during its term.
The Fund may also from time to time enter into the opposite side of
equity swap contracts (i.e., where the Fund is obligated to pay the increase
(net of interest) or receive the decrease (plus interest) on the contract) to
reduce the amount of the Fund's equity market exposure consistent with the
Fund's investment objective and policies. These positions are sometimes referred
to as "reverse equity swap contracts."
Equity swap contracts will not be used to leverage the Fund. Since the
SEC considers equity swap contracts and reverse equity swap contracts to be
illiquid securities, the Fund will not invest in equity swap contracts or
reverse equity swap contracts if the total value of such investments together
with that of all other illiquid securities that the Fund owns would exceed the
Fund's limitations on investment in illiquid securities.
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<PAGE>
The Fund does not believe that its obligations under equity swap
contracts or reverse equity swap contracts are senior securities and,
accordingly, the Fund will not treat them as being subject to its borrowing
restrictions. However, the net amount of the excess, if any, of the Fund's
obligations over its respective entitlement with respect to each equity swap
contract and each reverse equity swap contract will be accrued on a daily basis
and an amount of cash , U.S. Government securities or other liquid high quality
debt securities having an aggregate market value at least equal to the accrued
excess will be maintained in a segregated account by the Fund's custodian.
Currency Swaps, Index Swaps and Caps And Floors
(Strategic Income, Aggressive)
A currency swap is an agreement to exchange cash flows on a notional
amount of two or more currencies based on the relative value differential among
them. An index swap is an agreement to swap cash flows on a notional amount
based on changes in the values of reference indices. The purchase of an interest
rate cap entitles the purchaser, to the extent that a specified index exceeds an
agreed-upon interest rate, to receive payments of interest on a notional
principal amount from the party selling such interest rate cap. The purchase of
an interest rate floor entitles the purchaser to receive payments of interest on
a notional principal amount from the party selling such interest rate floor. A
Fund's investment adviser expects to enter into these types of transactions on
behalf of the Fund primarily to preserve a return or spread on a particular
investment or portion of its portfolio or to protect against any increase in the
price of securities the Fund anticipates purchasing at later date rather than
for speculative purposes. Accordingly, Strategic Income and Aggressive intend to
use these transactions as hedges and not as speculative investments and will not
sell interest rate caps or floors unless the Fund owns securities or other
instruments providing the income stream the Fund may be obligated to pay. Caps
and floors require segregation of assets with a value equal to the Fund's net
obligation, if any.
Special Risks of Swaps, Caps and Floors
As with futures, options, forward contracts, and mortgage backed and
other asset-backed securities, the use of swap, cap and floor contracts exposes
the Funds to additional investment risk and transaction costs. These risks
include operational risk, market risk and credit risk.
Operational risk includes, among others, the risks that a Fund's
investment adviser will incorrectly analyze market conditions or will not employ
appropriate strategies and monitoring with respect to these instruments or will
be forced to defer closing out certain hedged positions to avoid adverse tax
consequences.
Market risk includes, among others, the risks of imperfect correlations
between the expected values of the contracts, or their underlying bases, and
movements in the prices of the securities or currencies being hedged, and the
possible absence of a liquid secondary market for any particular instrument at
any time. The swap market has grown substantially in recent years with a large
number of banks and investment banking firms acting both as principals and as
agents utilizing standardized swap documentation. As a result, the swap market
-22-
<PAGE>
has become relatively more liquid. Nevertheless, a secondary market for swaps is
never assured, and caps and floors, which are more recent innovations for which
standardized documentation has not been fully developed, are much less liquid
than swaps.
Credit risk is primarily the risk that counterparties may be
financially unable to fulfill their contracts on a timely basis, if at all. If
there is a default by the counterparty to any such contract, a Fund will be
limited to contractual remedies pursuant to the agreements related to the
transaction. There is no assurance that contract counterparties will be able to
meet contract obligations or that, in the event of default, a Fund will succeed
in pursuing contractual remedies. Each Fund thus assumes the risk that it may be
delayed in or prevented from obtaining payments owed to it pursuant to such
contracts. Each Fund will closely monitor the credit of swap counterparties in
order to minimize this risk. The Fund will not enter into any equity swap
contract or reverse equity swap contract unless, at the time of entering into
such transaction, the unsecured senior debt of the counterparty is rated at
least A by Moody's or Standard & Poor's.
FUNDAMENTAL POLICIES
The Funds have adopted the fundamental restrictions set forth below
which, as to a Fund, may not be changed without the vote of a majority of a
Fund's outstanding voting securities. As used in this Statement of Additional
Information and in the Prospectus, "a majority of the outstanding voting
securities of a Fund" means the lesser of (1) the holders of more than 50% of
the outstanding shares of beneficial interest of the Fund or (2) 67% of the
shares present if more than 50% of the shares are present at a meeting in person
or by proxy.
Diversification
A Fund may not make any investment inconsistent with the Fund's
classification as a diversified investment company under the Investment Company
Act of 1940.
Concentration
A Fund may not concentrate its investments in the securities of issuers
primarily engaged in any particular industry (other than securities issued or
guaranteed by the U.S. government or its agencies or instrumentalities.
Issuance of Senior Securities
Except as permitted under the Investment Company Act of 1940, the Fund
may not issue senior securities.
Borrowing
A Fund may not borrow money, except to the extent permitted by
applicable law.
Underwriting
A Fund may not underwrite securities of other issuers, except insofar
as the Fund may be deemed an underwriter in connection with the disposition of
its portfolio securities.
-23-
<PAGE>
Real Estate
The Fund may not purchase or sell real estate, except that, to the
extent permitted by applicable law, the Fund may invest in (a) securities
directly or indirectly secured by real estate, or (b) securities issued by
companies that invest in real estate.
Commodities
A Fund may not purchase or sell commodities or contracts on commodities
except to the extent that the Fund may engage in financial futures contracts and
related options and currency contracts and related options and may otherwise do
so in accordance with applicable law and without registering as a commodity pool
operator under the Commodity Exchange Act.
Loans to Other Persons
A Fund may not make loans to other persons, except that the Fund may
lend its portfolio securities in accordance with applicable law. The acquisition
of investment instruments shall not be deemed to be the making of a loan.
INVESTMENT GUIDELINES
Unlike the Fundamental Policies above, the following guidelines may be
changed by the Trust's Board of Trustees without shareholder approval. Unless
otherwise stated, all references to the assets of a Fund are tin terms of
current market value.
Diversification
To remain classified as a diversified investment company under the 1940
Act, each Fund must conform with the following: With respect to 75% of its total
assets, a diversified investment company may not invest more than 5% of its
total assets, determined at market or other fair value at the time of purchase,
in the securities of any one issuer, or invest in more than 10% of the
outstanding voting securities of any one issuer, determined at the time of
purchase. These limitations do not apply to investments in securities issued or
guaranteed by the U.S. Government or its agencies or instrumentalities.
Borrowings
Each Fund may borrow money from banks or enter into reverse repurchase
agreements in an amount up to one third of its total assets. Each Fund may also
borrow an additional 5% of its total assets from banks or others. Each Fund may
borrow only as a temporary measure for extraordinary or emergency purposes. Each
Fund will not purchase securities while borrowings are outstanding except to
exercise prior commitments and to exercise subscription rights. Each Fund may
obtain such short-term credit as may be necessary for the clearance of purchases
and sales of portfolio securities. Each Fund may purchase securities on margin
to the extent permitted by applicable law.
Illiquid and Restricted Securities
-24-
<PAGE>
Each Fund may not invest more than 15% of its net assets in securities
that are illiquid. A security is illiquid when a Fund cannot dispose of it in
the ordinary course of business within seven days at approximately the value at
which each Fund has the investment on its books.
Each Fund may invest in "restricted" securities, i.e., securities
subject to restrictions on resale under federal securities laws. Rule 144A under
the Securities Act of 1933 ("Rule 144A") allows certain restricted securities to
trade freely among qualified institutional investors. Since Rule 144A securities
may have limited markets, the Board of Trustees will determine whether such
securities should be considered illiquid for the purpose of determining a Fund's
compliance with the limit on illiquid securities indicated above. In determining
the liquidity of Rule 144A securities, the Trustees will consider: (1)the
frequency of trades and quotes for the security; (2) the number of dealers
willing to purchase or sell the security and the number of other potential
buyers; (3) dealer undertakings to make a market in the security; and (4) the
nature of the security and the nature of the marketplace trades.
Investment in Other Investment Companies
Each Fund may purchase the shares of other investment companies to the
extent permitted under the 1940 Act. Currently, each Fund may not (1) own more
than 3% of the outstanding voting stock of another investment company, (2)
invest more than 5% of its assets in any single investment company, and (3)
invest more than 10% of its assets in
investment companies. However, each Fund may invest all of its investable assets
in securities of a single open-end management investment company with
substantially the same fundamental investment objectives, policies and
limitations as each Fund.
Short Sales
Each Fund may not make short sales of securities or maintain a short
position unless, at all times when a short position is open, it owns an equal
amount of such securities or of securities which, without payment of any further
consideration, are convertible into or exchangeable for securities of the same
issue as, and equal in amount to, the securities sold short. Each Fund may
effect a short sale in connection with an underwriting in which a Fund is a
participant.
Options
Neither Evergreen, Growth and Income, Foundation, nor Global Leaders
may write, purchase or sell put or call options, or combinations thereof, except
that Evergreen, Growth and Income and Foundation are authorized to write covered
call options on portfolio securities and to purchase call options in closing
purchase transactions and Global Leaders is authorized to write covered call and
put options on portfolio securities and to purchase put and call options in
closing transactions, provided that (i) such options are listed on a national
securities exchange, (ii) the aggregate market value of the underlying
securities do not exceed 25% (15% for Global Leaders) of the Fund's net assets,
taken at current market value on the date of any such writing, and (iii) the
Fund retains the underlying securities for so long as call options written
against them make the shares subject to transfer upon the exercise of any
options or the Fund's custodian has segregated and maintains cash or liquid
-25-
<PAGE>
high-grade debt securities belonging to the Fund in an amount not less than the
value of the assets committed to the written options.
Neither Aggressive nor Strategic Income nor Small Cap may write,
purchase or sell put or call options, or combinations thereof, except that each
Fund is authorized to write covered put and call options, purchase call and put
options, including call and put options to close out existing positions,
provided that (i) such options are listed on a national securities exchange or
traded on an automated quotations system ("NASDAQ"), (ii) the aggregate market
value of the underlying securities does not exceed 25% of the Fund's net assets,
taken at current market value on the date of any such writing, and (iii) the
Fund either retains the underlying securities for so long as call options
written against them make the shares subject to transfer upon the exercise of
any options or the Fund's custodian has segregated and maintains cash or liquid
high-grade debt securities belonging to the Fund in an amount not less than the
value of the assets committed to the written options.
MANAGEMENT OF THE TRUST
Set forth below are the Trustees and officers of the Trust and the
principal occupations and some of their affiliations over the last five years.
Unless otherwise indicated, the address for each Trustee and officer is 200
Berkeley Street, Boston, Massachusetts 02116. Each Trustee is also a Trustee of
each of other Trusts in the Evergreen Fund complex.
<TABLE>
<CAPTION>
NAME POSITION WITH TRUST PRINCIPAL OCCUPATIONS FOR LAST FIVE YEARS
- ------------------------------- -------------------------- -------------------------------------------------------------
<S> <C> <C>
Laurence B. Ashkin Trustee Real estate developer and construction consultant;
(DOB: 2/2/28) and President of Centrum Equities and Centrum
Properties, Inc.
Charles A. Austin III Trustee Investment Counselor to Appleton Partners, Inc.; and
(DOB: 10/23/34) former Managing Director, Seaward Management
Corporation (investment advice).
-26-
<PAGE>
K. Dun Gifford Trustee Trustee, Treasurer and Chairman of the Finance
(DOB: 10/12/38) Committee, Cambridge College; Chairman Emeritus and
Director, American Institute of Food and Wine;
Chairman and President, Oldways Preservation and
Exchange Trust (education); former Chairman of the
Board, Director, and Executive Vice President, The
London Harness Company; former Managing Partner,
Roscommon Capital Corp.; former Chief Executive
Officer, Gifford Gifts of Fine Foods; former
Chairman, Gifford, Drescher & Associates
(environmental consult ing); and former Director,
Keystone Investments, Inc.
James S. Howell Chairman of the Former Chairman of the Distribution Foundation for the
(DOB: 8/13/24) Board of Trustees Carolinas; and former Vice President of Lance Inc.
(food manufacturing).
Leroy Keith, Jr. Trustee Chairman of the Board and Chief Executive Officer,
(DOB: 2/14/39) Carson Products Company; Director of Phoenix Total
Return Fund and Equifax, Inc.; Trustee of Phoenix
Series Fund, Phoenix Multi-Portfolio Fund, and The
Phoenix Big Edge Series Fund; and former President,
Morehouse College.
Gerald M. McDonnell Trustee Sales Representative with Nucor-Yamoto, Inc. (steel
(DOB: 7/14/39) producer).
Thomas L. McVerry Trustee Former Vice President and Director of Rexham
(DOB: 8/2/39) Corporation; and former Director of Carolina
Cooperative Federal Credit Union.
William Walt Pettit Trustee Partner in the law firm of William Walt Pettit, P.A.
(DOB: 8/26/55)
David M. Richardson Trustee Vice Chair and former Executive Vice President, DHR
(DOB: 9/14/41) International, Inc. (executive recruitment); former
Senior Vice President, Boyden International Inc.
(executive recruitment); and Director, Commerce and
Industry Association of New Jersey, 411 International,
Inc., and J&M Cumming Paper Co.
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<PAGE>
Russell A. Salton, III MD Trustee Medical Director, U.S. Health Care/Aetna Health
(DOB: 6/2/47) Services; former Managed Health Care Consultant;
and former President, Primary Physician Care.
Michael S. Scofield Trustee Attorney, Law Offices of Michael S. Scofield.
(DOB: 2/20/43)
Richard J. Shima Trustee Former Chairman, Environmental Warranty, Inc.
(DOB: 8/11/39) (insurance agency); Executive Consultant, Drake
Beam Morin, Inc. (executive outplacement); Director
of Connecticut Natural Gas Corporation, Hartford
Hospi tal, Old State House Association, Middlesex
Mutual Assurance Company, and Enhance Financial
Services, Inc.; Chairman, Board of Trustees,
Hartford Graduate Center; Trustee, Greater Hartford
YMCA; former Director, Vice Chairman and Chief
Investment Officer, The Travelers Corporation;
former Trustee, Kingswood-Oxford School; and former
Managing Director and Consultant, Russell Miller,
Inc.
William J. Tomko** President and Senior Vice President and Operations Executive,
(DOB:8/30/58) Treasurer BISYS Fund Services.
Nimish S. Bhatt** Vice President Vice President, Tax, BISYS Fund Services; former
(DOB: 6/6/63) and Assistant Treasurer Assistant Vice President, Evergreen Asset
Management Corp./First Union Bank; former Senior
Tax Consulting/Acting Manager, Investment Companies
Group, Price Waterhouse, LLP, New York.
Bryan Haft** Vice President Team Leader, Fund Administration, BISYS Fund
(DOB: 1/23/65) Services.
D'Ray Moore** Secretary Vice President, Client Services, BISYS Fund Services.
(DOB: 3/30/59)
</TABLE>
*This trustee may be considered an interested trustee within the meaning of the
1940 Act.
**Address: BISYS, 3435 Stelzer Road, Columbus, Ohio 43219-8001
The officers of the Trust are all officers and/or employees of BISYS
Fund Services.
Trustee Compensation
Listed below is the estimated trustee compensation for the twelve-month
period ended December 31, 1997.
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<PAGE>
TRUSTEE COMPENSATION FROM TRUST COMPENSATION FROM TRUST
AND FUND COMPLEX
LAURENCE B. ASHKIN $0 $68,673
CHARLES A. AUSTIN III $0 $43,312
K. DUN GIFFORD $0 $38,818
JAMES S. HOWELL $4,000 $107,167
LEROY KEITH JR. $0 $39,218
GERALD M. MCDONNELL $0 $94,014
THOMAS L. MCVERRY $0 $96,065
WILLIAM WALT PETTIT $0 $91,709
DAVID M. RICHARDSON $0 $43,312
RUSSELL A. SALTON, III $4,000 $93,651
MICHAEL S. SCOFIELD $4,000 $90,815
RICHARD J. SHIMA $0 $63,333
PRINCIPAL HOLDERS OF FUND SHARES
As of the date of this Statement of Additional Information, the
officers and trustees of the trust owned as a group less than 1% of the
outstanding shares of any Fund.
Set forth below is information with respect to each person who, to each
Fund's knowledge, owned beneficially or of record more than 5% of a Fund's
outstanding shares as of December 31, 1997.
[TO BE SUPPLIED]
INVESTMENT ADVISORY SERVICES
The investment adviser to Evergreen, Growth and Income, Foundation,
Global Leaders and Small Cap is Evergreen Asset Management Corp., a New York
corporation, with offices at 2500 Westchester Avenue, Purchase, New York
("Evergreen Asset" or the "Adviser."). Evergreen Asset is owned by First Union
National Bank of North Carolina ("FUNB") which, in turn, is a subsidiary of
First Union Corporation ("First Union"), a bank holding company headquartered in
Charlotte, North Carolina. The investment adviser to Strategic Income is
Keystone Investment Management Company with offices at 200 Berkeley Street,
Boston, Massachusetts ("Keystone" or the "Adviser"). Keystone is owned by FUNB.
The investment adviser to Aggressive is the Capital Management Group of FUNB
("CMG" or the "Adviser").
On behalf of each of its Funds, the Trust has entered into an
investment advisory agreement with the Adviser (the "Advisory Agreements").
Under the Advisory Agreements, and subject to the supervision of the Trust's
Board of Trustees, the Advisers furnish to the appropriate Fund investment
advisory, management and administrative services, office
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<PAGE>
facilities, and equipment in connection with its services for managing the
investment and reinvestment of the Fund's assets. The Adviser pays for all of
the expenses incurred in connection with the provision of its services. Each
Fund pays for all charges and expenses, other than those specifically referred
to as being borne by the Adviser, including, but not limited to, (1) custodian
charges and expenses; (2) bookkeeping and auditors' charges and expenses; (3)
transfer agent charges and expenses; (4) fees and expenses of Independent
Trustees; (5) brokerage commissions, brokers' fees and expenses; (6) issue and
transfer taxes; (7) taxes and trust fees payable to governmental agencies; (8)
the cost of share certificates; (9) fees and expenses of the registrations and
qualification of such Fund and its shares with the Securities and Exchange
Commission or under state or other securities laws; (10) expenses of preparing,
printing and mailing prospectuses, SAIs, notices, reports and proxy materials to
shareholders of each Fund; (11) expenses of shareholders' and Trustees'
meetings; (12) charges and expenses of legal counsel for each Fund and for the
Independent Trustees of the Trust on matters relating to such Fund; (13) charges
and expenses of filing annual and other reports with the Securities and Exchange
Commission and other authorities; and all extraordinary charges and expenses of
such Fund. (see also the section entitled "Financial Information."
Each Advisory Agreement continues in effect for two years from its
effective date and, thereafter, from year to year only if approved at least
annually by the Board of Trustees of the Trust or by a vote of a majority of
each Fund's outstanding shares. In either case, the terms of the Advisory
Agreement and continuance thereof must be approved by the vote of a majority of
the Independent Trustees (Trustees who are not interested persons of a Fund, as
defined in the 1940 Act) cast in person at a meeting called for the purpose of
voting on such approval. The Advisory Agreements may be terminated, without
penalty, on 60 days' written notice by the Trust's Board of Trustees or by a
vote of a majority of outstanding shares. Each Advisory Agreement will terminate
automatically upon its "assignment" as that term is defined in the 1940 Act.
The Investment Advisory Agreements are terminable without the payment
of any penalty, on sixty days' written notice, by a vote of the holders of a
majority of each Fund's outstanding shares, or by a vote of a majority of the
Trust's Trustees or by the respective Adviser. The Investment Advisory
Agreements will automatically terminate in the event of their assignment. Each
Investment Advisory Agreement provides in substance that the Adviser shall not
be liable for any action or failure to act in accordance with its duties
thereunder in the absence of willful misfeasance, bad faith or gross negligence
on the part of the Adviser or of reckless disregard of its obligations
thereunder. The Investment Advisory Agreements continue in effect from year to
year provided that such continuance is approved annually by a vote of a majority
of the Trustees of the Trust including a majority of the "disinterested
Trustees," cast in person at a meeting duly called for the purpose of voting on
such approval or a majority of the outstanding voting shares of each Fund. The
Sub-Advisory Agreements continue in effect from year to year provided that their
continuance is approved annually by a vote of a majority of the Trustees of the
Trust including a majority of the "disinterested Trustees" cast in person at a
meeting duly called for the purpose of voting on such approval or a majority of
the outstanding voting shares of each Fund.
-30-
<PAGE>
Certain other clients of each Adviser may have investment objectives
and policies similar to those of the Funds. Each Adviser (including the
Sub-Adviser) may, from time to time, make recommendations which result in the
purchase or sale of a particular security by its other clients simultaneously
with a Fund. If transactions on behalf of more than one client during the same
period increase the demand for securities being purchased or the supply of
securities being sold, there may be an adverse effect on price or quantity. It
is the policy of each Adviser to allocate advisory recommendations and the
placing of orders in a manner which is deemed equitable by the Adviser to the
accounts involved, including the Funds. When two or more of the clients of the
Adviser (including one or more of the Funds) are purchasing or selling the same
security on a given day from the same broker-dealer, such transactions may be
averaged as to price.
Although the investment objectives of the Funds are not the same, and
their investment decisions are made independently of each other, they rely upon
the same resources for investment advice and recommendations. Therefore, on
occasion, when a particular security meets the different investment objectives
of the various Funds, they may simultaneously purchase or sell the same
security. This could have a detrimental effect on the price and quantity of the
security available to each Fund. If simultaneous transactions occur, each
Adviser attempts to allocate the securities, both as to price and quantity, in
accordance with a method deemed equitable to each Fund and consistent with their
different investment objectives. In some cases, simultaneous purchases or sales
could have a beneficial effect, in that the ability of one Fund to participate
in volume transactions may produce better executions for that Fund.
The method of computing the investment advisory fee for each Fund is
set forth in the Funds' prospectus. The advisory fees paid by each Fund (other
than Small Cap) are set forth below:
<TABLE>
<CAPTION>
OTHER EXPENSE
ADVISORY FEES ADVISORY FEES WAIVED REIMBURSEMENTS
FUND 1997 1996 1997 1996 1997 1996
- ---- - ---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
EVERGREEN VA $152,253 $48,143 $47,286 $47,843 - $21,841
- ------------ -------- ------- ------- ------- - -------
VA FOUNDATION $186,702 $67,460 $20,317 $49,436 - $9,245
- ------------- -------- ------- ------- ------- - ------
VA GROWTH AND INCOME $206,973 $61,749 $47,995 $54,339 - $13,794
- -------------------- -------- ------- ------- ------- - -------
VA GLOBAL LEADERS $12,787 - $12,787 - $11,883 -
- ----------------- ------- - ------- - ------- -
VA AGGRESSIVE GROWTH $6,358 - $6,280 - $14,437 -
- -------------------- ------ - ------ - ------- -
VA STRATEGIC INCOME $6,441 - $6,441 - $11,836 -
- ------------------- ------ - ------ - ------- -
VA SMALL CAP EQUITY INCOME N/A N/A N/A N/A N/A N/A
- -------------------------- --- --- --- --- --- ---
</TABLE>
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<PAGE>
Transactions Among Advisory Affiliates
Each Fund has adopted procedures under Rule 17a-7 of the 1940 Act to
permit purchase and sales transactions to be effected between each Fund and the
other registered investment companies for which either Evergreen Asset, Keystone
or FUNB act as investment adviser or between the Fund and any advisory clients
of Evergreen Asset, Keystone, FUNB or Lieber. Each Fund may from time to time
engage in such transactions but only in accordance with these procedures and if
they are equitable to each participant and consistent with each participant's
investment objectives.
ADMINISTRATIVE SERVICE PROVIDERS
Evergreen Investment Services ("EIS") provides administrative services
to each of the Funds for a fee based on the average daily net assets of each
fund administered by EIS for which Evergreen Asset, Keystone or FUNB also serve
as investment adviser, calculated daily and payable monthly at the following
annual rates: .050% on the first $7 billion; .035% on the next $3 billion; .030%
on the next $5 billion; .020% on the next $10 billion; .015% on the next $5
billion; and .010% on assets in excess of $30 billion. BISYS Fund Services
serves as sub-administrator to the Funds and is entitled to receive a fee from
each Fund calculated on the average daily net assets of each Fund at a rate
based on the total assets of the mutual funds administered by EIS for which
FUNB, Keystone or Evergreen Asset also serve as investment adviser, calculated
in accordance with the following schedule: .0100% of the first $7 billion;
.0075% on the next $3 billion; .0050% on the next $15 billion; and .0040% on
assets in excess of $25 billion. The total assets of mutual funds administered
by EIS for which Evergreen Asset, Keystone or FUNB served as investment adviser
as of February 28, 1997 were approximately $35 billion.
For the fiscal period ended December 31, 1997, the Funds, other than
Small Cap which had not yet commenced operations, incurred, AND PAID TO EIS the
following administrative service costs: Evergreen: $4,994; Growth and Income:
$6,751; Foundation: $7,044; Global Leaders: $385; Strategic Income: $323;
Aggressive Growth: $301. As part of its regular banking operations, FUNB and its
affiliates may make loans to public companies. Thus, it may be possible, from
time to time, for the Funds to hold or acquire the securities of issuers which
are also lending clients of FUNB and its affiliates. The lending relationship
will not be a factor in the selection of securities.
BROKERAGE
Decisions regarding each Fund's portfolio are made by its Adviser,
subject to the supervision and control of the Trustees. Orders for the purchase
and sale of securities and other investments are placed by employees of the
Adviser, all of whom, in the case of Evergreen Asset, are associated with
Lieber. In general, the same individuals perform the same functions for the
other funds managed by the Adviser. A Fund will not effect any brokerage
transactions with any broker or dealer affiliated directly or indirectly with
the Adviser unless such transactions are fair and reasonable, under the
circumstances, to the Fund's shareholders. Circumstances that may indicate that
such transactions are fair or reasonable include the frequency of such
transactions, the selection process and the commissions payable in connection
with such transactions.
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A substantial portion of the transactions in equity securities for each
Fund will occur on domestic stock exchanges. Transactions on stock exchanges
involve the payment of brokerage commissions. In transactions on stock exchanges
in the United States, these commissions are negotiated, whereas on many foreign
stock exchanges these commissions are fixed. In the case of securities traded in
the foreign and domestic over-the-counter markets, there is generally no stated
commission, but the price usually includes an undisclosed commission or markup.
Over-the-counter transactions will generally be placed directly with a principal
market maker, although the Fund may place an over-the-counter order with a
broker-dealer if a better price (including commission) and execution are
available.
It is anticipated that most purchase and sale transactions involving
fixed income securities will be with the issuer or an underwriter or with major
dealers in such securities acting as principals. Such transactions are normally
on a net basis and generally do not involve payment of brokerage commissions.
However, the cost of securities purchased from an underwriter usually includes a
commission paid by the issuer to the underwriter. Purchases or sales from
dealers will normally reflect the spread between bid and ask prices.
In selecting firms to effect securities transactions, the primary
consideration of each Adviser shall be prompt execution at the most favorable
price. An Adviser will also consider such factors as the price of the securities
and the size and difficulty of execution of the order. If these objectives may
be met with more than one firm, the Adviser will also consider the availability
of statistical and investment data and economic facts and opinions helpful to
the Adviser. To the extent that receipt of these services for which the Adviser
or its affiliates might otherwise have paid, it would tend to reduce its
expenses.
Under Section 11(a) of the Securities Exchange Act of 1934, as amended,
and the rules adopted thereunder by the SEC, Lieber may be compensated for
effecting transactions in portfolio securities for a Fund on a national
securities exchange provided the conditions of the rules are met. Each Fund
advised by Evergreen Asset has entered into an agreement with Lieber authorizing
Lieber to retain compensation for brokerage services. In accordance with such
agreement, it is contemplated that Lieber, a member of the New York and American
Stock Exchanges, will, to the extent practicable, provide brokerage services to
the Fund with respect to substantially all securities transactions effected on
the New York and American Stock Exchanges. In such transactions, the Adviser
will seek the best execution at the most favorable price while paying a
commission rate no higher than that offered to other clients of Lieber or that
which can be reasonably expected to be offered by an unaffiliated broker-dealer
having comparable execution capability in a similar transaction. However, no
Fund will engage in transactions in which Lieber would be a principal. While no
Fund contemplates any ongoing arrangements with other brokerage firms, brokerage
business may be given from time to time to other firms. In addition, the
Trustees have adopted procedures pursuant to Rule 17e-1 under the 1940 Act to
ensure that all brokerage transactions with Lieber, as an affiliated
broker-dealer are fair and reasonable.
Any profits from brokerage commissions accruing to Lieber as a result
of portfolio transactions for the Fund will accrue to FUNB and to its ultimate
parent, First Union. The Investment Advisory Agreements do not provide for a
reduction of the Adviser's fee with respect to any Fund by the amount of any
profits earned by Lieber from brokerage commissions generated by portfolio
transactions of the Fund.
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The following chart shows: (1) the brokerage commissions paid by each
Fund other than Small Cap for the periods shown; (2) the amount and percentage
thereof paid to Lieber; and (3) the percentage of the total dollar amount of all
portfolio transactions with respect to which commission have been paid which
were effected by Lieber:
<TABLE>
<CAPTION>
BROKERAGE COMMISSIONS AMOUNT TO LIEBER PERCENT BY LIEBER
FUND 1997 1996 1997 1996 1997 1996
- ---- ---- ---- ---- ---- ---- ---
<S> <C> <C> <C> <C> <C> <C>
VA EVERGREEN $19,154 $17,474 $16,810 $16,882 25.7% 52.5%
- ------------ ------- ------- ------- ------- ----- -----
VA FOUNDATION $16,976 $16,849 $16,976 $17,682 56.1% 48.8%
- ------------- ------- ------- ------- ------- ----- -----
VA GROWTH AND INCOME $20,369 $20,587 $17,413 $17,389 21.0% 38.1%
- -------------------- ------- ------- ------- ------- ----- -----
VA GLOBAL LEADERS $6,526 - $1,965 - 43.8% 0.0%
- ----------------- ------ - ------ - ----- ----
</TABLE>
ADDITIONAL TAX INFORMATION
(See also "Sale and Redemption of Shares - Tax Status" in the Funds' Prospectus)
Each Fund other than SMALL CAP has qualified and intends to continue to
qualify, and SMALL CAP INTENDS to qualify as a "regulated investment company"
under Subchapter M of the Internal Revenue Code of 1986, as amended (the
"Code"). By following such policy, each Fund expects to eliminate or reduce to a
nominal amount the Federal income taxes to which it may be subject.
In order to qualify as a regulated investment company, each Fund must,
among other things, (1) derive at least 90% of its gross income from dividends,
interest, payments with respect to securities loans, and gains from the sale or
other disposition of stock or securities, foreign currencies or other income
(including gains from options, futures or forward contracts) derived with
respect to its business of investing in stock, securities or currencies, and (2)
diversify its holdings so that at the end of each quarter of its taxable year
(i)at least 50% of the market value of the Fund's assets is represented by cash
or cash items, U.S. government securities, securities of other regulated
investment companies, and other securities limited, in respect of any one
issuer, to an amount not greater than 5% of the value of the Fund's assets and
10% of the outstanding voting securities of such issuer, and (ii) not more than
25% of the value of its assets is invested in the securities of any one issuer
(other than U.S. government securities or the securities of other regulated
investment companies) or of two or more issuers that the Fund controls and that
are engaged in the same, similar, or related trades or businesses.
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These requirements may restrict the degree to which a Fund may engage in
short-term trading and limit the range of the Fund's investments. If a Fund
qualifies as a regulated investment company, it will not be subject to federal
income tax on the part of its income distributed to shareholders, provided the
Fund distributes during its taxable year at least (a) 90% of its taxable net
investment income (generally, dividends, interest, certain other income, and the
excess, if any, of net short-term capital gain over net long-term loss), and (b)
90% of the excess of (i) its tax-exempt interest income less (ii) certain
deductions attributable to that income. Each Fund intends to make sufficient
distributions to shareholders to meet this requirement. For a discussion of the
tax consequences of variable annuity or variable life insurance contracts
("variable insurance contracts"), refer to the prospectus of the variable
annuity or variable life insurance contracts offered by the Participating
Insurance Company. Variable annuity contracts purchased through insurance
company separate accounts provide for the accumulation of all earnings from
interest, dividends, and capital appreciation without current federal income tax
liability for the owner. Depending on the variable annuity contract,
distributions from the contract may be subject to ordinary income tax and, in
addition, a 10% penalty tax on distributions before age 59-1/2. Only the portion
of a distribution attributable to income on the investment in the contract is
subject to federal income tax. Investors should consult with competent tax
advisers for a more complete discussion of possible tax consequences in a
particular situation.
The Funds will not be subject to the 4% federal excise tax imposed on
registered investment companies that do not distribute all of their income and
gains each calendar year because such tax does not apply to a registered
investment company whose only shareholders are segregated asset accounts of
Participating Insurance Companies held in connection with the variable insurance
contracts.
Section 817(h) of the Code imposes certain diversification standards on
the underlying assets of variable insurance contracts held in the Funds. The
Code provides that a variable insurance contract shall not be treated as an
annuity contract or life insurance contract for the current or any prior period
for which the investments are not, in accordance with regulations prescribed by
the U.S. Treasury Department, adequately diversified. Disqualification of the
variable insurance contract as an annuity contract or life insurance contract
would result in immediate imposition of federal income tax on variable insurance
contract owners with respect to earnings allocable to the contract (including,
upon disqualification, accumulated earnings), while the liability would
generally arise prior to the receipt of payments under the contract. Section
817(h)(2) of the Code is a safe harbor provision which provides that variable
insurance contracts meet the diversification requirements if, as of the close of
each quarter, the underlying assets meet the diversification standards for a
regulated investment company and no more than 55% of the total assets consists
of cash, cash items, U.S. government securities and securities of other
regulated investment companies. The U.S. Treasury Department has issued
Regulations (Treas. Reg. 1.817-5), that establish diversification requirements
for the investment portfolios underlying variable insurance contracts. The
Regulations amplify the diversification requirements for variable annuity
contracts set forth in Section 817(h) of the Code and provide an alternative to
the safe harbor provision described above. Under the Regulations, an investment
portfolio will be deemed adequately diversified if: (1) no more than 55% of the
value of the total assets of the portfolio is represented by any one investment;
(2) no more than 70% of such value is represented by any two investments; (3) no
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<PAGE>
more than 80% of such value is represented by any three investments; and (4) no
more than 90% of such value is represented by any four investments. For purposes
of these Regulations all securities of the same issuer are treated as a single
investment. The Regulations provide that, in the case of a regulated investment
company whose shares are available to the public only through variable insurance
contracts which meet certain other requirements, the diversification tests are
applied by reference to the underlying assets owned by the regulated investment
company rather than by reference to the shares of the regulated investment
company owned under the annuity contract. Each Fund intends to meet the
requirements for application of the diversification tests on this look-through
basis. The Code provides that for purposes of determining whether or not the
diversification standards imposed on the underlying assets of variable insurance
contracts by Section 817(h) of the Code have been met, each United States
government agency or instrumentality shall be treated as a separate issuer.
Each Fund will be managed in such a manner as to comply with the
diversification requirements. It is possible that in order to comply with the
diversification requirements, less desirable investment decisions may be made
which would affect the investment performance of such Fund.
NET ASSET VALUE
The following information supplements that set forth in the Funds
Prospectus under the Section entitled "Sale and Redemption of Shares".
On each Fund business day on which a purchase or redemption order is
received by a Fund and trading in the types of securities in which a Fund
invests might materially affect the value of Fund shares, the per share net
asset value of each such Fund is computed in accordance with the Trust's
Declaration of Trust and By-Laws as of the next close of regular trading on the
New York Stock Exchange (the "Exchange") (currently 4:00 p.m. Eastern time) by
dividing the value of the Fund's total assets, less its liabilities, by the
total number of its shares then outstanding. A Fund business day is any weekday,
exclusive of national holidays on which the Exchange is closed and Good Friday.
For each Fund, securities for which the primary market is on a domestic or
foreign exchange and over-the-counter securities admitted to trading on the
NASDAQ National List are valued at the last quoted sale or, if no sale, at the
mean of closing bid and asked prices and portfolio bonds are presently valued by
a recognized pricing service when such prices are believed to reflect the fair
value of the security. Over-the-counter securities not included in the NASDAQ
National List for which market quotations are readily available are valued at a
price quoted by one or more brokers. If accurate quotations are not available,
securities will be valued at fair value determined in good faith by the Board of
Trustees.
To the extent that any Fund invests in non-U.S. dollar denominated
securities, the value of all assets and liabilities will be translated into
United States dollars at the mean between the buying and selling rates of the
currency in which such a security is denominated against United States dollars
last quoted by any major bank. If such quotations are not available, the rate of
exchange will be determined in accordance with policies established by the Fund.
The Trustees will monitor, on an ongoing basis, a Fund's method of valuation.
Trading in securities on European and Far Eastern securities exchanges and
over-the-counter markets is normally completed well before the close of business
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<PAGE>
on each business day in New York. In addition, European or Far Eastern
securities trading generally or in a particular country or countries may not
take place on all business days in New York. Furthermore, trading takes place in
various foreign markets on days which are not business days in New York and on
which the Fund's net asset value is not calculated. Such calculation does not
take place contemporaneously with the determination of the prices of the
majority of the portfolio securities used in such calculation. Events affecting
the values of portfolio securities that occur between the time their prices are
determined and the close of the Exchange will not be reflected in a Fund's
calculation of net asset value unless the Trustees deem that the particular
event would materially affect net asset value, in which case an adjustment will
be made. Securities transactions are accounted for on the trade date, the date
the order to buy or sell is executed. Dividend income and other distributions
are recorded on the ex-dividend date, except certain dividends and distributions
from foreign securities which are recorded as soon as the Fund is informed after
the ex-dividend date.
ADDITIONAL SALE AND REDEMPTION INFORMATION
Shares of the Trust are sold continuously to variable annuity and
variable life insurance accounts of Participating Insurance Companies and to
qualified pension and retirement plans. The Trust may suspend the right of
redemption or postpone the date of payment for shares during any period when (1)
trading on the Exchange is restricted by applicable rules and regulations of the
SEC, (2) the Exchange is closed for other than customary weekend and holiday
closings, (3) the SEC has by order permitted such suspension, or (4) an
emergency exists as determined by the SEC.
The Trust may redeem shares involuntarily if redemption appears
appropriate in light of the Trust's responsibilities under the 1940 Act.
GLASS STEAGALL ACT
The Glass-Steagall Act and other banking laws and regulations presently
prohibit banks or non-bank affiliates of member banks of the Federal Reserve
System from sponsoring, organizing or controlling or acting as the principal
underwriter of the shares of a registered, open-end investment company
continuously engaged in the issuance of its shares. Further, they prohibit banks
from issuing, underwriting, or distributing securities in general. Such laws and
regulations do not prohibit such a holding company or affiliate from acting as
investment adviser, administrator, transfer agent or custodian to such an
investment company or from purchasing shares of such a company as agent for and
upon the order of their customer. Each Adviser is subject to and in compliance
with such banking laws and regulations. Changes in federal statutes and
regulations relating to the permissible activities of banks, as well as further
judicial or administrative decisions or interpretations of such statutes and
regulations, could prevent the Advisers from continuing to perform such services
for the Trust. If the Advisers were prohibited from acting as investment
advisers to the Funds, it is expected that the Trustees would recommend to the
shareholders that they approve new investment advisers elected by the Trustees.
It is not expected that the shareholders would suffer any adverse financial
consequences (if another adviser with equivalent abilities to the Advisers is
found) as a result of any of these occurrences.
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<PAGE>
GENERAL INFORMATION ABOUT THE FUNDS
CUSTODIAN
Cash and securities owned by the Funds of the Trust are held by State
Street Bank and Trust Company, Box 9021, Boston, Massachusetts 02205-9827
("State Street" or the "Custodian") pursuant to a Custodian Agreement with the
Trust (the "Custodian Agreement"), Under the Custodian Agreement, State Street
(1) maintains a separate account or accounts in the name of each Fund; (2) makes
receipts and disbursements of money on behalf of each Fund; (3) collects and
receives all income and other payments and distributions on account of the
Funds' portfolio securities; (4) responds to correspondence from security
brokers and others relating to its duties; and (5) makes periodic reports to the
Trustees concerning the Trust's operations. State Street may, at its own
expense, open and maintain a sub-custody account or accounts on behalf of the
Trust, provided that State Street shall remain liable for the performance of all
of its duties under the Custodian Agreement. Rules adopted under the 1940 Act
permit the Trust to maintain its securities and cash in the custody of certain
eligible banks and securities depositories. Boston Financial Data Services, Inc.
("BFDS"), One Heritage Drive, North Quincy, Massachusetts currently serves as
each Fund's transfer agent and dividend disbursing agent.
TRANSFER AGENT
Evergreen Service Company ("ESC"), 200 Berkeley Street, Boston,
Massachusetts 02116, a subsidiary of FUNB, serves as transfer agent and dividend
disbursing agent for each Fund pursuant to a transfer agency agreement with the
Trust (the "Transfer Agency Agreement"). Under the Transfer Agency Agreement,
ESC has agreed (1) to issue and redeem shares of the Trust; (2) to address and
mail all communications by the Trust to its shareholders, including reports to
shareholders, dividend and distribution notices, and proxy material for its
meetings of shareholders; (3) to respond to correspondence or inquiries by
shareholders and others relating to its duties; (4) to maintain shareholder
accounts and certain sub-accounts; and (5) to make periodic reports to the
Trustees concerning the Trust's operations.
CAPITALIZATION AND ORGANIZATION
The Trust is a Delaware business trust organized on December 23, 1997.
It is the successor to a Massachusetts business trust organized in 1994. The
Trust is governed by a board of trustees. References to the "Board of Trustees"
or "Trustees" in this Statement of Additional Information refer to the Trustees
of the Trust. Each Fund may issue an unlimited number of shares of beneficial
interest with a $0.001 par value. Shares of these Funds are fully paid,
nonassessable and fully transferable when issued and have no pre-emptive,
conversion or exchange rights. Fractional shares have proportionally the same
rights, including voting rights, as are provided for a full share.
Under the Trust's Declaration of Trust, each Trustee continues in
office until the termination of the Trust or his or her earlier death,
incapacity, resignation or removal. Shareholders can remove a Trustee upon a
vote of two-thirds of the outstanding shares of beneficial interest of the
Trust. Vacancies will be filled by a majority of the remaining Trustees, subject
to the 1940 Act. As a result, normally no annual or regular meetings of
shareholders will be held, unless otherwise required by the Declaration of Trust
or the 1940 Act.
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Shares have noncumulative voting rights, which means that the holders
of more than 50% of the shares voting for the election of Trustees can elect
100% of the Trustees if they choose to do so and in such event the holders of
the remaining shares so voting will not be able to elect any Trustees. The
Trustees are authorized to reclassify and issue any unissued shares to any
number of additional series without shareholder approval. Accordingly, in the
future, for reasons such as the desire to establish one or more additional
portfolios of the Trust with different investment objectives, policies or
restrictions, additional series of shares may be created. Any issuance of shares
of another series or class would be governed by the 1940 Act and the law of the
Commonwealth of Massachusetts. If shares of another series of the Trust were
issued in connection with the creation of additional investment portfolios, each
share of the newly created portfolio would normally be entitled to one vote for
all purposes. Generally, shares of all portfolios would vote as a single series
on matters, such as the election of Trustees, that affected all portfolios in
substantially the same manner. As to matters affecting each portfolio
differently, such as approval of the Investment Advisory Agreement and changes
in investment policy, shares of each portfolio would vote separately.
In addition any Fund may, in the future, divide its shares into or
create additional classes of shares which represent an interest in the same
investment portfolio. Except for the different distribution related and other
specific costs borne by such classes, they will have the same voting and other
rights described for the existing classes of each Fund.
Procedures for calling a shareholders meeting for the removal of the
Trustees of each Trust, similar to those set forth in Section 16(c) of the 1940
Act, will be available to shareholders of each Fund. The rights of the holders
of shares of a series of the Trust may not be modified except by the vote of a
majority of the outstanding shares of such series.
PERFORMANCE INFORMATION
From time to time a Fund may advertise its "total return". The Fund's
"total return" is its average annual compounded total return for recent one,
five, and ten-year periods (or the period since the Fund's inception). The
Fund's total return for such a period is computed by finding, through the use of
a formula prescribed by the SEC, the average annual compounded rate of return
over the period that would equate an assumed initial amount invested to the
value of such investment at the end of the period. For purposes of computing
total return, income dividends and capital gains distributions paid on shares of
the Fund are assumed to have been reinvested when paid. The information below
does not reflect charges and deductions which are or may be imposed under the
variable insurance contracts issued by Participating Insurance Companies. The
average annual compounded total return for the shares offered by the Funds for,
as applicable for the period from inception (March 1, 1996 for Evergreen, Growth
and Income and Foundation) through December 31, 1996 and for the year ended
December 31, 1997 were, respectively: Evergreen 1 YR:37.16%; SINCE
INCEPTION:28.05%; GROWTH AND INCOME 1 YR:34.66% INCEPTION:29.23%; FOUNDATION 1
YR:27.80% SINCE INCEPTION:23.47%. THE AVERAGE ANNUAL COMPUNDED TOTAL RETURN FOR
THE PERIOD FROM INCEPTION (MARCH 6, 1997) THROUGH DECEMBER 31, 1997 WAS: GLOBAL
LEADERS:8.80%; AGGRESSIVE:11.00%; AND STRATEGIC:5.28%.
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YIELD CALCULATIONS
From time to time, a Fund may quote its yield in advertisements or in
reports or other communications to shareholders. Yield quotations are expressed
in annualized terms and may be quoted on a compounded basis. Yields are computed
by dividing the Fund's interest income (as defined in the SEC yield formula) for
a given 30-day period, net of expenses, by the average number of shares entitled
to receive distributions during the
period, dividing this figure by the Fund's net asset value per share at the end
of the period and annualizing the result (assuming compounding of income) in
order to arrive at an annual percentage rate. The formula for calculating yield
is as follows:
YIELD = 2[(A- B)+1)B-1]
---------------
cd
Where a = Interest earned during the period
b = Expenses accrued for the period (net of reimbursements)
c = The average daily number of shares outstanding during the
period that were entitled to receive dividends
d = The maximum offering price per share on the last day of the
period
Income is calculated for purposes of yield quotations in accordance
with standardized methods applicable to all stock and bond funds.
Gains and losses generally are excluded from the calculation. Income
calculated for purposes of determining a Fund's yield differs from income as
determined for other accounting purposes. Because of the different accounting
methods used, and because of the compounding assumed in yield calculations, the
yields quoted for a Fund may differ from the rate of distributions a Fund paid
over the same period, or the net investment income reported in a Fund's
financial statements.
Yield information is useful in reviewing a Fund's performance, but
because yields fluctuate, such information cannot necessarily be used to compare
an investment in a Fund's shares with bank deposits, savings accounts and
similar investment alternatives which often provide an agreed or guaranteed
fixed yield for a stated period of time. Shareholders should remember that yield
is a function of the kind and quality of the instruments in the Funds'
investment portfolios, portfolio maturity, operating expenses and market
conditions.
It should be recognized that in periods of declining interest rates the
yields will tend to be somewhat higher than prevailing market rates, and in
periods of rising interest rates the yields will tend to be somewhat lower.
Also, when interest rates are falling, the inflow of net new money to a Fund
from the continuous sale of its shares will likely be invested in instruments
producing lower yields than the balance of the Fund's investments, thereby
reducing the current yield of the Fund. In periods of rising interest rates, the
opposite can be expected to occur.
NON-STANDARDIZED PERFORMANCE
In addition to the performance information described above, a Fund may
provide total return information for designated periods, such as for the most
recent six months or most recent twelve months. This total return information is
computed as described under "Total Return" above except that no annualization is
made.
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From time to time, a Fund may quote its performance in advertising and
other types of literature as compared to the performance of the Standard &
Poor's 500 Composite Stock Price Index, the Dow Jones Industrial Average,
Russell 2000 Index, [benchmark for Strategic Income] or any other commonly
quoted index of common stock or fixed income prices, which are unmanaged indices
of selected common stock or fixed income prices. A Fund's performance may also
be compared to those of other mutual funds having similar objectives. This
comparative performance would be expressed as a ranking prepared by Lipper
Analytical Services, Inc. or similar independent services monitoring mutual fund
performance. A Fund's performance will be calculated by assuming, to the extent
applicable, reinvestment of all capital gains distributions and income dividends
paid. Any such comparisons may be useful to investors who wish to compare a
Fund's past performance with that of its competitors. Of course, past
performance cannot be a guarantee of future results.
ADDITIONAL INFORMATION
Any shareholder inquiries may be directed to the shareholder's broker
or to each Adviser at the address or telephone number shown on the front cover
of this Statement of Additional Information. This Statement of Additional
Information does not contain all the information set forth in the Registration
Statement filed by the Trust with the SEC under the Securities Act of 1933.
Copies of the Registration Statement may be obtained at a reasonable charge from
the SEC or may be examined, without charge, at the offices of the SEC in
Washington, D.C.
INDEPENDENT ACCOUNTANTS
KPMG Peat Marwick LLP, 99 High Street, Boston, Massachusetts, 02110
serve as independent public accountants to the Trust.
LEGAL COUNSEL
Sullivan & Worcester LLP, 1025 Connecticut Avenue, N.W., Washington,
D.C. 20036, is counsel to the Trust.
FINANCIAL STATEMENTS
The financial statements of Evergreen, Growth and Income, Foundation,
Global Leaders, Strategic Income and Aggressive Growth appearing in their most
current fiscal year Annual Report to shareholders and the report thereon of KPMG
Peat Marwick LLP are incorporated by reference in this Statement of Additional
Information. The Annual Report to Shareholders, which contains the referenced
statements, is available upon request and without charge.
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APPENDIX A - BOND, NOTE AND COMMERCIAL PAPER RATINGS
APPENDIX "A"
DESCRIPTION OF BOND RATINGS
Standard & Poor's Ratings Group. A Standard & Poor's corporate bond
rating is a current assessment of the credit worthiness of an obligor with
respect to a specific obligation. This assessment of credit worthiness may take
into consideration obligors such as guarantors, insurers or lessees. The debt
rating is not a recommendation to purchase, sell or hold a security, inasmuch as
it does not comment as to market price or suitability for a particular investor.
The ratings are based on current information furnished to Standard &
Poor's by the issuer or obtained by Standard & Poor's from other sources it
considers reliable. Standard & Poor's does not perform any audit in connection
with the ratings and may, on occasion, rely on unaudited financial information.
The ratings may be changed, suspended or withdrawn as a result of changes in,
unavailability of such information, or for other circumstances.
The ratings are based, in varying degrees, on the following
considerations:
1. Likelihood of default-capacity and willingness of the obligor as to
the timely payment of interest and repayment of principal in accordance with the
terms of the obligation.
2. Nature of and provisions of the obligation.
3. Protection afforded by, and relative position of, the obligation in
the event of bankruptcy, reorganization or their arrangement under the laws of
bankruptcy and other laws affecting creditors' rights.
AAA - This is the highest rating assigned by Standard & Poor's to a
debt obligation and indicates an extremely strong capacity to pay interest and
repay any principal.
AA - Debt rated AA also qualifies as high quality debt obligations.
Capacity to pay interest and repay principal is very strong and in the majority
of instances they differ from AAA issues only in small degree.
A - Debt rated A has a strong capacity to pay interest and repay
principal although it is somewhat more susceptible to the adverse effects of
changes in circumstances and economic conditions than debt in higher rated
categories.
BBB - Debt rated BBB is regarded as having an adequate capacity to pay
interest and repay principal. Whereas they normally exhibit protection
parameters, adverse economic conditions or changing circumstances are more
likely to lead to a weakened capacity to pay interest and repay principal for
debt in this category than is higher rated categories.
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BB, B, CCC, CC, C - Debt rated BB, B, CCC, CC and C is regarded, on a
balance, as predominantly speculative with respect to capacity to pay interest
and repay principal in accordance with the terms of the obligation.
BB indicates the lowest degree of speculation and C the highest degree
of speculation. While such debt will likely have some quality and protective
characteristics, these are outweighed by large uncertainties or major risk
exposures to adverse conditions.
BB - Debt rated BB has less near-term vulnerability to default than
other speculative issues. However, it faces major ongoing uncertainties or
exposure to adverse business, financial, or economic conditions which could lead
to inadequate capacity to meet timely interest and principal payments. The BB
rating category is also used for debt subordinated to senior debt that is
assigned an actual or implied BBB - rating.
B - Debt rated B has greater vulnerability to default but currently has
the capacity to meet interest payments and principal repayments. Adverse
business, financial, or economic conditions will likely impair capacity or
willingness to pay interest and repay principal. The B rating category is also
used for debt subordinated to senior debt that is assigned an actual or implied
BB or BB- rating.
CCC - Debt rated CCC has a currently indefinable vulnerability to
default, and is dependent upon favorable business, financial and economic
conditions to meet timely payment of interest and repayment of principal. In the
event of adverse business, financial or economic conditions, it is not likely to
have the capacity to pay interest and repay principal. The CCC rating category
is also used for debt subordinated to senior debt that is assigned an actual or
implied B or B- rating.
CC - The rating CC is typically applied to debt subordinated to senior
debt that is assigned an actual or implied CCC rating.
C - The rating C is typically applied to debt subordinated to senior
debt which is assigned an actual or implied CCC - debt rating. The C rating may
be used to cover a situation where a bankruptcy petition has been filed, but
debt service payments are continued.
C1 - The rating C1 is reserved for income bonds on which no interest
is being paid.
D - Debt rated D is in payment default. It is used when interest
payments or principal payments are not made on a due date even if the applicable
grace period has not expired, unless Standard & Poor's believes that such
payments will be made during such grace periods; it will also be used upon a
filing of a bankruptcy petition if debt service payments are jeopardized.
Plus (+) or Minus (-) - To provide more detailed indications of credit
quality, the ratings from AA to CCC may be modified by the addition of a plus or
minus sign to show relative standing within the major rating categories.
-43-
<PAGE>
NR - indicates that no public rating has been requested, that there is
insufficient information on which to base a rating, or that Standard & Poor's
does not rate a particular type of obligation as a matter of policy. Debt
obligations of issuers outside the United States and its territories are rated
on the same basis as domestic corporate issues. The ratings measure the credit
worthiness of the obligor but do not take into account currency exchange and
related uncertainties.
Bond Investment Quality Standards: Under present commercial bank
regulations issued by the Comptroller of the Currency, bonds rated in the top
four categories (AAA, AA, A, BBB, commonly known as "Investment Grade" ratings)
are generally regarded as eligible for bank investment. In addition, the Legal
Investment Laws of various states may impose certain rating or other standards
for obligations eligible for investment by savings banks, trust companies,
insurance companies and fiduciaries generally.
Moody's Investors Service, Inc. A brief description of the applicable
Moody's rating symbols and their meanings follows:
Aaa - Bonds which are rated Aaa are judged to be of the best quality.
They carry the smallest degree of investment risk and are generally referred to
as "gilt edge". Interest payments are protected by a large or by an
exceptionally stable margin and principal is secure. While the various
protective elements are likely to change such changes as can be visualized are
most unlikely to impair the fundamentally strong position of such issues.
Aa - Bonds which are rated Aa are judged to be of high quality by all
standards. Together with the Aaa group they comprise what are generally known as
high grade bonds. They are rated lower than the best bonds because margins of
protection may not be as large as in Aaa securities or fluctuations of
protective elements may be of greater amplitude or there may be other elements
present which make the long-term risks appear somewhat larger than in Aaa
securities.
A - Bonds which are rated A possess many favorable investment
attributes and are to be considered as upper medium grade obligations. Factors
giving security to principal and interest are considered adequate, but elements
may be present which suggest a susceptibility to impairment sometime in the
future.
Baa - Bonds which are rated Baa are considered as medium grade
obligations, i.e., they are neither highly protected nor poorly secured.
Interest payments and principal security appear adequate for the present but
certain protective elements may be lacking or may be characteristically
unreliable over any great length of time. Some bonds lack outstanding investment
characteristics and in fact have speculative characteristics as well. NOTE:
Bonds within the above categories which possess the strongest investment
attributes are designated by the symbol "1" following the rating.
Ba - Bonds which are rated Ba are judged to have speculative elements;
their future cannot be considered as well assured. Often the protection of
interest and principal payments may be very moderate and thereby not well
safeguarded during good and bad times over the future. Uncertainty of position
characterizes bonds in this class.
-44-
<PAGE>
B - Bonds which are rated B generally lack characteristics of the
desirable investment. Assurance of interest and principal payments or of
maintenance of other terms of the contract over any long period of time may be
small.
Caa - Bonds which are rated Caa are of poor standing. Such issues may
be in default or there may be present elements of danger with respect to
principal or interest.
Ca - bonds which are rated Ca represent obligations which are
speculative in a high degree. Such issues are often in default or have other
marked shortcomings.
C - bonds which are rated C are the lowest rated class of bonds and
issues so rated can be regarded as having extremely poor prospects of ever
attaining any real investment standing.
Duff & Phelps, Inc.: AAA-- highest credit quality, with negligible risk
factors; AA -- high credit quality, with strong protection factors and modest
risk, which may vary very slightly from time to time because of economic
conditions; A--average credit quality with adequate protection factors, but with
greater and more variable risk factors in periods of economic stress. The
indicators "+" and "-" to the AA and A categories indicate the relative position
of a credit within those rating categories.
Fitch Investors Service LLP.: AAA -- highest credit quality, with an
exceptionally strong ability to pay interest and repay principal; AA -- very
high credit quality, with very strong ability to pay interest and repay
principal; A --high credit quality, considered strong as regards principal and
interest protection, but may be more vulnerable to adverse changes in economic
conditions and circumstances. The indicators "+" and "-" to the AA, A and BBB
categories indicate the relative position of credit within those rating
categories.
DESCRIPTION OF NOTE RATINGS
A Standard & Poor's note rating reflects the liquidity concerns and
market access risks unique to notes. Notes due in three years or less will
likely receive a note rating. Notes maturing beyond three years will most likely
receive a long-term debt rating. The following criteria will be used in making
that assessment.
o Amortization schedule (the larger the final maturity relative to
other maturities the more likely it will be treated as a note).
o Source of Payment (the more dependent the issue is on the market for
its refinancing, the more likely it will be treated as a note.) Note rating
symbols are as follows:
o SP-1 Very strong or strong capacity to pay principal and interest.
Those issues determined to possess overwhelming safety characteristics will be
given a plus (+) designation.
o SP-2 Satisfactory capacity to pay principal and interest.
o SP-3 Speculative capacity to pay principal and interest.
-45-
<PAGE>
Moody's Short-Term Loan Ratings - Moody's ratings for short-term
obligations will be designated Moody's Investment Grade (MIG). This distinction
is in recognition of the differences between short-term credit risk and
long-term risk. Factors affecting the liquidity of the borrower are uppermost in
importance in short-term borrowing, while various factors of major importance in
bond risk are of lesser importance over the short run.
Rating symbols and their meanings follow:
o MIG 1 - This designation denotes best quality. There is present
strong protection by established cash flows, superior liquidity support or
demonstrated broad-based access to the market for refinancing.
o MIG 2 - This designation denotes high quality. Margins of protection
are ample although not so large as in the preceding group.
o MIG 3 - This designation denotes favorable quality. All security
elements are accounted for but this is lacking the undeniable strength of the
preceding grades. Liquidity and cash flow protection may be narrow and market
access for refinancing is likely to be less well established.
o MIG 4 - This designation denotes adequate quality. Protection
commonly regarded as required of an investment security is present and although
not distinctly or predominantly speculative, there is specific risk.
COMMERCIAL PAPER RATINGS
Moody's Investors Service, Inc.: Commercial paper rated "Prime" carries
the smallest degree of investment risk. The modifiers 1, 2, and 3 are used to
denote relative strength within this highest classification.
Standard & Poor's Ratings Group: "A" is the highest commercial paper
rating category utilized by Standard & Poor's Ratings Group which uses the
numbers 1+, 1, 2 and 3 to denote relative strength within its "A"
classification.
Duff & Phelps, Inc.: Duff 1 is the highest commercial paper rating
category utilized by Duff & Phelps which uses + or - to denote relative strength
within this classification. Duff 2 represents good certainty of timely payment,
with minimal risk factors. Duff 3 represents satisfactory protection factors,
with risk factors larger and subject to more variation.
Fitch Investors Service LLP: F-1+ -- denotes exceptionally strong
credit quality given to issues regarded as having strongest degree of assurance
for timely payment; F-1 -- very strong, with only slightly less degree of
assurance for timely payment than F-1+; F-2 -- good credit quality, carrying a
satisfactory degree of assurance for timely payment.
-46-
<PAGE>
EVERGREEN VARIABLE ANNUITY TRUST
PART C
OTHER INFORMATION
Item 24. Financial Statements and Exhibits
Item 24(a). Financial Statements
The financial statements listed below are included in Part A of this
Amendment to the Registration Statement:
EVERGREEN VA FUND
Financial Highlights For the year ended December 31
1997; and for the period from
March 1, 1996 (Commencement of
Operations) to December 31,
1996
EVERGREEN VA GROWTH AND INCOME FUND
Financial Highlights For the year ended December 31
1997; and for the period from
March 1, 1996 (Commencement of
Operations) to December 31,
1996
EVERGREEN VA FOUNDATION FUND
Financial Highlights For the year ended December 31
1997; and for the period from
March 1, 1996 (Commencement of
Operations) to December 31,
1996
EVERGREEN VA GLOBAL LEADERS FUND
Financial Highlights For the period from March 6,
1997 (Commencement of
of Operations) to December 31,
1997
EVERGREEN VA STRATEGIC INCOME FUND
Financial Highlights For the period from March 6,
1997 (Commencement of
of Operations) to December 31,
1997
EVERGREEN VA AGGRESSIVE GROWTH FUND
Financial Highlights For the period from March 6,
1997 (Commencement of
of Operations) to December 31,
1997
The financial statements listed below are included in Part B of this
Amendment to the Registration Statement:
Schedule of Investments December 31, 1997
Statement of Assets and Liabilities December 31, 1997
Statement of Operations Year or period ended
December 31, 1997
Statement of Changes in Net Assets
Evergreen VA Fund For the year ended
Evergreen VA Foundation Fund December 31, 1997
Evergreen VA Growth and Income Fund
Evergreen VA Global Leaders Fund For the period from March 6,
Evergreen VA Aggressive Growth Fund 1997 to December 31, 1997
Evergreen VA Strategic Income Fund
Notes to Financial Statements December 31, 1997
Independent Auditors' Report January 30, 1998
<PAGE>
INDEPENDENT AUDITORS' REPORT
The Board of Trustees and Shareholder
Evergreen Variable Annuity Trust
We have audited the statement of assets and liabilities of Evergreen VA Small
Cap Equity Income Fund (a series of Evergreen Variable Annuity Trust) as of
March 20, 1998. This financial statement is the responsibility of management of
Evergreen Variable Annuity Trust. Our responsibility is to express an opinion on
this financial statement based on our audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the statement of assets and liabilities is free of
material misstatement. An audit of a statement of assets and liabilities
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the statement of assets and liabilities. An audit of a statement
of assets and liabilities also includes assessing the accounting principles used
and significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit of the statement of
assets and liabilities provides a reasonable basis for our opinion.
In our opinion, the statement of assets and liabilities referred to above
presents fairly, in all material respects, the financial position of Evergreen
VA Small Cap Equity Income Fund at March 20, 1998, in conformity with generally
accepted accounting principles.
KPMG Peat Marwick LLP
Boston, Massachusetts
March 20, 1998
<PAGE>
Evergreen Variable Annuity Trust
Statement of Assets and Liabilities
March 20, 1998
Evergreen VA
Small Cap Equity
Income Fund
Assets:
Cash $10
------------
Total assets $10
------------
Liabilities: 0
------------
Net assets $10
------------
------------
Net assets comprised of:
Paid-in-Capital $10
------------
Net assets $10
------------
------------
$10
Net asset value per share (1 share
of beneficial interest issued and
outstanding) $10.00
------------
------------
See accompanying notes to the financial statement.
<PAGE>
EVERGREEN VARIABLE ANNUITY TRUST
NOTES TO FINANCIAL STATEMENT
March 20, 1998
Note 1 - Organization
Evergreen VA Small Cap Equity Income Fund ("Small Cap"), is a newly organized
diversified investment series of Evergreen Variable Annuity Trust (the "Trust"),
a Delaware business trust. The Trust is registered under the Investment Company
Act of 1940, as amended "(the Act)", as an open-end management company. The Fund
has had no operations other than the sale of one share of beneficial interest to
Nationwide Variable Account - 6.
Note 2 - Investment Advisory and Administration Agreements
The Management of the Fund is supervised by the Trustees of the Trust. The Fund
has entered into an investment advisory agreement with Evergreen Asset
Management Corp. ("Evergreen Asset"), pursuant to which Evergreen Asset is
entitled to receive an annual fee equal to 1.00% of average daily net assets on
the first $750 million in assets and at reduced rates thereafter. Evergreen
Asset is a wholly owned subsidiary of First Union National Bank of North
Carolina ("FUNB").
The Fund has entered to a sub-advisory agreement with Lieber & Company, an
indirect, wholly owned subsidiary of FUNB. It is contemplated that Lieber &
Company will, to the extent practicable, effect substantially all of the
portfolio transactions for the Fund on the New York and American Stock
Exchanges, Lieber & Company will be reimbursed by Evergreen Asset for advisory
services on the basis of the direct and indirect costs of rendering such
services.
The Fund has entered into an administrative service agreement with Evergreen
Investment Services ("EIS") to provide administrative services and to supervise
the Fund's daily business affairs. The Fund will pay EIS an administrative fee
accrued daily and payable monthly, at a rate based on the average daily net
assets of all the Funds administered by EIS for which CMG, or Evergreen Asset,
or other FUNB investment advisory affiliates serve as investment advisor. The
fee will start at 0.05% per annum and decline as net assets increase to 0.01%
per annum.
BISYS Fund Services, an affiliate of Evergreen Distributor, Inc. ("EDI"),
distributor for the Fund, serves as sub-administrator to the Fund and is
entitled to receive a fee from the Fund calculated on the average daily net
assets of the Fund at a rate based on the aggregate assets of the mutual funds
administered by EIS for which FUNB affiliates also serve as investment advisor.
The fee will be calculated daily and payable monthly and will start at 0.01% per
annum and decline, as aggregate net assets of such funds increase, to 0.004% per
annum.
<PAGE>
Item 24(b). Exhibits
<TABLE>
<CAPTION>
Exhibit
Number Description Location
- ------- ----------- -----------
<S> <C> <C>
1 Declaration of Trust
2 By-Laws
3 Not applicable
4 Provisions of instruments defining the rights
of holders of the securities being registered
are contained in the Declaration of Trust
Articles II, III.(6)(c), VI.(3), IV.(8), V, VI,
VII, VIII and By-laws Articles II, III and VIII
included as part of Exhibits 1 and 2 of this
Registration Statement
5(a) Investment Advisory and Management
Agreement between the Registrant and First
Union National Bank
5(b) Investment Advisory and Management
Agreement between the Registrant and Evergreen
Asset Management Corp.
5(c) Investment Advisory and Management
Agreement between the Registrant and Keystone
Investment Management Company
6 Form of Participation Agreement To be filed by amendment
7 Form of Deferred Compensation Plan To be filed by amendment
8 Form of Custodian Agreement between the Registrant To be filed by amendment
and State Street Bank and Trust Company
9(a) Administration Agreement between Evergreen
Investment Services, Inc. and the Registrant
9(b) Form of Transfer Agent Agreement between the To be filed by amendment
Registrant and Evergreen Service Company
10 Opinion and Consent of Sullivan & Worcester LLP
11 Consent of KPMG Peat Marwick LLP
12 Not applicable
13 Not applicable
15 Not applicable
16 Fund Performance
17 Financial Data Schedules
18 Not Applicable
19 Powers of Attorney
</TABLE>
Item 25. Persons Controlled by or Under Common Control with Registrant.
None
Item 26. Number of Holders of Securities (as of February 28, 1997)
Evergreen VA Fund 3
Evergreen VA Growth and Income Fund 3
Evergreen VA Foundation Fund 3
Evergreen VA Global Leaders Fund 2
Evergreen VA Strategic Income Fund 2
Evergreen VA Aggressive Growth Fund 2
Evergreen VA Small Cap Equity Income Fund 0
Item 27. Indemnification.
Provisions for the indemnification of the Registrant's Trustees and
officers are contained the Registrant's Declaration of Trust.
Provisions for the indemnification of Registrant's Investment Advisors are
contained in their Investment Advisory and Management Agreements.
Provisions for the indemnification of Evergreen Distributor, Inc., the
Registrant's principal underwriter, are contained in each Principal Underwriting
Agreement between Evergreen Distributor, Inc. and the Registrant.
Item 28. Business or Other Connections of Investment Adviser.
The Directors and principal executive officers of First Union National Bank
are:
Edward E. Crutchfield, Jr. Chairman and Chief Executive Officer,
First Union Corporation; Chief Executive
Officer and Chairman, First Union National
Bank
John R. Georgius President, First Union Corporation; Vice
Chairman and President, First Union National
Bank
Marion A. Cowell, Jr. Executive Vice President, Secretary &
General Counsel, First Union Corporation;
Secretary and Executive Vice President,
First Union National Bank
Robert T. Atwood Executive Vice President and Chief Financial
Officer, First Union Corporation; Chief
Financial Officer and Executive Vice
President
All of the above persons are located at the following address: First Union
National Bank, One First Union Center, Charlotte, NC 28288.
The information required by this item with respect to Evergreen Asset
Management Corp. is incorporated by reference to the Form ADV (File No.
801-46522) of Evergreen Asset Management Corp.
The information required by this item with respect to Keystone Investment
Management Company is incorporated by reference to the Form ADV (File No.
801-8327) of Keystone Investment Management Company.
Item 29. Principal Underwriters.
The Directors and principal executive officers of Evergreen Distributor,
Inc. are:
Lynn C. Mangum Director, Chairman and Chief Executive
Officer
J. David Huber President
Kevin J. Dell Vice President, General Counsel and Secretary
All of the above persons are located at the following address: Evergreen
Distributor, Inc., 125 West 55th Street, New York, New York 10019.
Evergreen Distributor, Inc. acts as principal underwriter for each
registered investment company or series thereof that is a part of the Evergreen
Keystone "fund complex" as such term is defined in Item 22(a) of Schedule 14A
under the Securities Exchange Act of 1934.
Item 30. Location of Accounts and Records.
All accounts and records required to be maintained by Section 31(a) of the
Investment Company Act of 1940 and the Rules 31a-1 through 31a-3 promulgated
thereunder are maintained at one of the following locations:
Evergreen Investment Services, Inc., Evergreen Service Company and Keystone
Investment Management Company, all located at 200 Berkeley Street, Boston,
Massachusetts 02110
First Union National Bank, One First Union Center, 301 S. College Street,
Charlotte, North Carolina 28288
Evergreen Asset Management Corp., 2500 Westchester Avenue, Purchase,
New York 10577
Iron Mountain, 3431 Sharp Slot Road, Swansea, Massachusetts 02777
State Street Bank and Trust Company, 2 Heritage Drive, North Quincy,
Massachusetts 02171
Item 31. Management Services.
Not Applicable
Item 32. Undertakings.
The Registrant hereby undertakes to furnish each person to whom a
prospectus is delivered with a copy of the Registrant's latest annual
report to shareholders, upon request and without charge.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940 the Registrant has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereto duly
authorized, in the City of Columbus, and State of Ohio, on the 20th day of
March, 1998.
EVERGREEN VARIABLE ANNUITY TRUST
By: /s/ William J. Tomko
-----------------------------
Name: William J. Tomko
Title: President
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated on the 20th day of March, 1998.
<TABLE>
<CAPTION>
<S> <C> <C>
/s/William J. Tomko /s/ Laurence B. Ashkin /s/ Charles A. Austin, III
- ------------------------- ----------------------------- --------------------------------
William J. Tomko Laurence B. Ashkin* Charles A. Austin III*
President and Treasurer (Principal Trustee Trustee
Financial and Accounting Officer)
/s/ K. Dun Gifford /s/ James S. Howell /s/ William Walt Pettit
- ---------------------------- ---------------------------- --------------------------------
K. Dun Gifford* James S. Howell* William Walt Pettit*
Trustee Trustee Trustee
/s/Gerald M. McDonnell /s/ Thomas L. McVerry /s/ Michael S. Scofield
- ------------------------------- ----------------------------- --------------------------------
Gerald M. McDonell* Thomas L. McVerry* Michael S. Scofield*
Trustee Trustee Trustee
/s/ David M. Richardson /s/ Russell A. Salton, III MD
- ------------------------------ -------------------------------
David M. Richardson* Russell A. Salton, III MD*
Trustee Trustee
/s/ Richard J. Shima
- ------------------------------
Richard J. Shima*
Trustee
</TABLE>
*By: /s/ Dorothy E. Bourassa
- -------------------------------
Dorothy E. Bourassa
Attorney-in-Fact
*Dorothy E. Bourassa, by signing his name hereto, does hereby sign this
document on behalf of each of the above-named individuals pursuant to powers of
attorney duly executed by such persons.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940 the Registrant has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereto duly
authorized, in the City of Columbus, and State of Ohio, on the 20th day of
March, 1998.
EVERGREEN VARIABLE TRUST
By: /s/ William J. Tomko
-----------------------------
Name: William J. Tomko
Title: President
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated on the 20th day of March, 1998.
<TABLE>
<CAPTION>
<S> <C> <C>
/s/William J. Tomko /s/ James S. Howell /s/ Michael S. Scofield
- ------------------------- ---------------------------- --------------------------------
William J. Tomko James S. Howell* Michael S. Scofield*
President and Treasurer (Principal Trustee Trustee
Financial and Accounting Officer)
/s/ Russell A. Salton, III MD
- -------------------------------
Russell A. Salton, III MD*
Trustee
</TABLE>
*By: /s/ Dorothy E. Bourassa
- -------------------------------
Dorothy E. Bourassa
Attorney-in-Fact
*Dorothy E. Bourassa, by signing her name hereto, does hereby sign this
document on behalf of each of the above-named individuals pursuant to powers of
attorney duly executed by such persons.
<PAGE>
INDEX TO EXHIBITS
Exhibit Number Exhibit
- -------------- -------
1 Declaration of Trust
2 By-Laws
5(a) Investment and Management Agreement between the Registrant and
First Union National Bank
5(b) Investment and Management Agreement between the Registrant and
Evergreen Asset Management Corp.
5(c) Investment and Management Agreement between the Registrant and
Keystone Investment Management Company
9(a) Administration Agreement between the Registrant and
Evergreen Investment Services, Inc.
10 Opinion and Consent of Sullivan & Worcester LLP
11 Consent of Independent Auditors
16 Fund Performance
17 Financial Data Schedules
19 Powers of Attorney
AGREEMENT AND DECLARATION OF TRUST
of
EVERGREEN VARIABLE ANNUITY TRUST
a Delaware Business Trust
Principal Place of Business:
200 Berkeley Street
Boston, Massachusetts 02116
Agent for Service of
Process in Delaware:
Corporation Trust Company
Corporation Trust Center
1209 Orange Street
Wilmington, Delaware 19801
<PAGE>
TABLE OF CONTENTS
AGREEMENT AND DECLARATION OF TRUST
ARTICLE I Name and Definitions...............................1
1. Name ..........................................1
2. Definitions........................................1
(a) By-Laws...................................1
(b) Certificate of Trust......................1
(c) Class.....................................1
(d) Commission................................2
(e) Declaration of Trust......................2
(f) Delaware Act..............................2
(g) Interested Person.........................2
(h) Adviser(s)................................2
(i) 1940 Act..................................2
(j) Person....................................2
(k) Principal Underwriter.....................2
(l) Series....................................2
(m) Shareholder...............................2
(n) Shares....................................2
(o) Trust.....................................2
(p) Trust Property............................2
(q) Trustees..................................2
ARTICLE II Purpose of Trust...................................3
ARTICLE III Shares 3
1. Division of Beneficial Interest....................3
2. Ownership of Shares................................4
3. Transfer of Shares.................................4
4. Investments in the Trust...........................5
5. Status of Shares and Limitation of Personal
Liability.......................................5
6. Establishment, Designation, Abolition or
Termination, etc. of Series or Class...............5
(a) Assets Held with Respect to a
Particular Series.....................5
(b) Liabilities Held with Respect to a
Particular Series.....................6
(c) Dividends, Distributions, Redemptions,
and Repurchases...........................7
(d) Equality..................................7
(e) Fractions.................................7
-i-
<PAGE>
(f) Exchange Privilege........................7
(g) Combination of Series.....................7
ARTICLE IV Trustees...........................................8
1. Number, Election, and Tenure.......................8
2. Effect of Death, Resignation, etc. of a Trustee....8
3. Powers 9
4. Payment of Expenses by the Trust..................12
5. Payment of Expenses by Shareholders. . . . . . . 13
6. Ownership of Assets of the Trust..................13
7. Service Contracts.................................13
8. Trustees and Officers as Shareholders.............14
9. Compensation......................................15
ARTICLE V Shareholders' Voting Powers and Meetings..........15
1. Voting Powers, Meetings, Notice and Record Dates..15
2. Quorum and Required Vote..........................15
3. Record Dates......................................16
4. Additional Provisions.............................16
ARTICLE VI Net Asset Value, Distributions and Redemptions....16
1. Determination of Net Asset Value, Net Income
and Distributions.................................16
2. Redemptions and Repurchases.......................16
ARTICLE VII Limitation of Liability; Indemnification..........17
1. Trustees, Shareholders, etc. Not Personally
Liable; Notice....................................17
2. Trustees' Good Faith Action; Expert Advice;
No Bond or Surety.................................18
3. Indemnification of Shareholders...................19
4. Indemnification of Trustees, Officers, etc........19
5. Compromise Payment................................20
6. Indemnification Not Exclusive, etc................20
7. Liability of Third Persons Dealing with Trustees..20
8. Insurance.........................................21
ARTICLE VIII Miscellaneous
1. Termination of the Trust or Any Series or Class...21
2. Reorganization....................................21
3. Amendments........................................22
4. Filing of Copies; References; Headings............23
-ii-
<PAGE>
5. Applicable Law....................................23
6. Provisions in Conflict with Law or Regulations....24
7. Business Trust Only...............................24
-iii-
<PAGE>
AGREEMENT AND DECLARATION OF TRUST
EVERGREEN VARIABLE ANNUITY TRUST
THIS AGREEMENT AND DECLARATION OF TRUST is made and entered into as of
the date set forth below by the Trustees named hereunder for the purpose of
forming a Delaware business trust in accordance with the provisions hereinafter
set forth.
NOW, THEREFORE, the Trustees hereby direct that the Certificate of
Trust be filed with the Office of the Secretary of State of the State of
Delaware and do hereby declare that the Trustees will hold IN TRUST all cash,
securities, and other assets which the Trust now possesses or may hereafter
acquire from time to time in any manner and manage and dispose of the same upon
the following terms and conditions for the benefit of the holders of Shares of
this Trust.
ARTICLE I
Name and Definitions
SECTION 1. NAME. This Trust shall be known as Evergreen Variable
Annuity Trust and the Trustees shall conduct the business of the Trust under
that name or any other name as they may from time to time determine.
SECTION 2. DEFINITIONS. Whenever used herein, unless otherwise required
by the context or specifically provided:
(a) "Adviser(s)" means a party or parties furnishing services to the
Trust pursuant to any investment advisory or investment management contract
described in Article IV, Section 6(a) hereof;
(b) "By-Laws" shall mean the By-Laws of the Trust as amended from time
to time, which By-Laws are expressly herein incorporated by reference as part of
the "governing instrument" within the meaning of the Delaware Act;
(c) "Certificate of Trust" means the certificate of trust, as amended
or restated from time to time, filed by the Trustees in the Office of the
Secretary of State of the State of Delaware in accordance with the Delaware Act;
(d) "Class" means a class of Shares of a Series of the Trust
established in accordance with the provisions of Article III hereof;
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(e) "Commission" shall have the meaning given such term in the 1940
Act;
(f) "Declaration of Trust" means this Agreement and Declaration of
Trust, as amended or restated from time to time;
(g) "Delaware Act" means the Delaware Business Trust Act, 12 Del. C.
ss.ss. 3801 et seq., as amended from time to time;
(h) "Interested Person" shall have the meaning given it in Section
2(a)(19) of the 1940 Act;
(i) "1940 Act" means the Investment Company Act of 1940 and the rules
and regulations thereunder, all as amended from time to time;
(j) "Person" means and includes individuals, corporations,
partnerships, trusts, associations, joint ventures, estates, and other entities,
whether or not legal entities, and governments and agencies and political
subdivisions thereof, whether domestic or foreign;
(k) "Principal Underwriter" shall have the meaning given such term in
the 1940 Act;
(l) "Series" means each Series of Shares established and designated
under or in accordance with the provisions of Article III hereof; and where the
context requires or where appropriate, shall be deemed to include "Class" or
"Classes";
(m) "Shareholder" means a record owner of outstanding Shares;
(n) "Shares" means the shares of beneficial interest into which the
beneficial interest in the Trust shall be divided from time to time and includes
fractions of Shares as well as whole Shares;
(o) "Trust" means the Delaware Business Trust established under the
Delaware Act by this Declaration of Trust and the filing of the Certificate of
Trust in the Office of the Secretary of State of the State of Delaware;
(p) "Trust Property" means any and all property, real or personal,
tangible or intangible, which is from time to time owned or held by or for the
account of the Trust; and
(q) "Trustees" means the Person or Persons who have signed this
Declaration of Trust and all other Persons who may from time to time be duly
elected or appointed to serve as Trustees in accordance with the provisions
hereof, in each case so long as such Person shall continue in office in
accordance with the terms of this Declaration of
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Trust, and reference herein to a Trustee or the Trustees shall refer to such
Person or Persons in his or her or their capacity as Trustees hereunder.
ARTICLE II
Purpose of Trust
The purpose of the Trust is to conduct, operate and carry on the
business of an investment company registered under the 1940 Act through one or
more Series and to carry on such other business as the Trustees may from time to
time determine. The Trustees shall not be limited by any law limiting the
investments which may be made by fiduciaries.
ARTICLE III
Shares
SECTION 1. DIVISION OF BENEFICIAL INTEREST. The beneficial interest in
the Trust shall be divided into one or more Series. The Trustees may divide each
Series into Classes. Subject to the further provisions of this Article III and
any applicable requirements of the 1940 Act, the Trustees shall have full power
and authority, in their sole discretion, and without obtaining any authorization
or vote of the Shareholders of any Series or Class thereof, (i) to divide the
beneficial interest in each Series or Class thereof into Shares, with or without
par value as the Trustees shall determine, (ii) to issue Shares without
limitation as to number (including fractional Shares) to such Persons and for
such amount and type of consideration, including cash or securities, subject to
any restriction set forth in the By-Laws, at such time or times and on such
terms as the Trustees may deem appropriate, (iii) to establish and designate and
to change in any manner any Series or Class thereof and to fix such preferences,
voting powers, rights, duties and privileges and business purpose of each Series
or Class thereof as the Trustees may from time to time determine, which
preferences, voting powers, rights, duties and privileges may be senior or
subordinate to (or in the case of business purpose, different from) any existing
Series or Class thereof and may be limited to specified property or obligations
of the Trust or profits and losses associated with specified property or
obligations of the Trust, (iv) to divide or combine the Shares of any Series or
Class thereof into a greater or lesser number without thereby materially
changing the proportionate beneficial interest of the Shares of such Series or
Class thereof in the assets held with respect to that Series, (v) to classify or
reclassify any issued Shares of any Series or Class thereof into shares of one
or more Series or Classes thereof; (vi) to change the name of any Series or
Class thereof; (vii) to abolish or terminate any one or more Series or Classes
thereof; (viii) to refuse to issue Shares to any Person or class of Persons; and
(ix) to take such other action with respect to the Shares as the Trustees may
deem desirable.
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Subject to the distinctions permitted among Classes of the same Series
as established by the Trustees, consistent with the requirements of the 1940
Act, each Share of a Series of the Trust shall represent an equal beneficial
interest in the net assets of such Series, and each holder of Shares of a Series
shall be entitled to receive such Shareholder's pro rata share of distributions
of income and capital gains, if any, made with respect to such Series and upon
redemption of the Shares of any Series, such Shareholder shall be paid solely
out of the funds and property of such Series of the Trust.
All references to Shares in this Declaration of Trust shall be deemed
to be Shares of any or all Series or Classes thereof, as the context may
require. All provisions herein relating to the Trust shall apply equally to each
Series of the Trust and each Class thereof, except as the context otherwise
requires.
All Shares issued hereunder, including, without limitation, Shares
issued in connection with a dividend or other distribution in Shares or a split
or reverse split of Shares, shall be fully paid and nonassessable. Except as
otherwise provided by the Trustees, Shareholders shall have no preemptive or
other right to subscribe to any additional Shares or other securities issued by
the Trust.
SECTION 2. OWNERSHIP OF SHARES. The ownership of Shares shall be
recorded on the books of the Trust or those of a transfer or similar agent for
the Trust, which books shall be maintained separately for the Shares of each
Series or Class of the Trust. No certificates certifying the ownership of Shares
shall be issued except as the Trustees may otherwise determine from time to
time. The Trustees may make such rules as they consider appropriate for the
issuance of Share certificates, the transfer of Shares of each Series or Class
of the Trust and similar matters. The record books of the Trust as kept by the
Trust or any transfer or similar agent, as the case may be, shall be conclusive
as to the identity of the Shareholders of each Series or Class of the Trust and
as to the number of Shares of each Series or Class of the Trust held from time
to time by each Shareholder.
SECTION 3. TRANSFER OF SHARES. Except as otherwise provided by the
Trustees, Shares shall be transferable on the books of the Trust only by the
record holder thereof or by his or her duly authorized agent upon delivery to
the Trustees or the Trust's transfer agent of a duly executed instrument of
transfer, together with a Share certificate if one is outstanding, and such
evidence of the genuineness of each such execution and authorization and of such
other matters as may be required by the Trustees. Upon such delivery, and
subject to any further requirements specified by the Trustees or contained in
the By-Laws, the transfer shall be recorded on the books of the Trust. Until a
transfer is so recorded, the holder of record of Shares shall be deemed to be
the holder of such Shares for all purposes hereunder and neither the Trustees
nor the Trust, nor any transfer agent or registrar or any officer, employee, or
agent of the Trust, shall be affected by any notice of a proposed transfer.
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SECTION 4. INVESTMENTS IN THE TRUST. Investments may be accepted by the
Trust from Persons, at such times, on such terms, and for such consideration as
the Trustees from time to time may authorize.
SECTION 5. STATUS OF SHARES AND LIMITATION OF PERSONAL LIABILITY.
Shares shall be deemed to be personal property giving only the rights provided
in this instrument. Every Shareholder by virtue of having become a Shareholder
shall be held to have expressly assented and agreed to the terms hereof. The
death, incapacity, dissolution, termination, or bankruptcy of a Shareholder
during the existence of the Trust shall not operate to terminate the Trust, nor
entitle the representative of any such Shareholder to an accounting or to take
any action in court or elsewhere against the Trust or the Trustees, but shall
entitle such representative only to the rights of such Shareholder under this
Trust. Ownership of Shares shall not entitle the Shareholder to any title in or
to the whole or any part of the Trust Property or any right to call for a
participation or division of the same or for an accounting, nor shall the
ownership of Shares constitute the Shareholders as partners. No Shareholder
shall be personally liable for the debts, liabilities, obligations and expenses
incurred by, contracted for, or otherwise existing with respect to, the Trust or
any Series. Neither the Trust nor the Trustees, nor any officer, employee, or
agent of the Trust shall have any power to bind personally any Shareholder, nor,
except as specifically provided herein, to call upon any Shareholder for the
payment of any sum of money or assessment whatsoever other than such as the
Shareholder may at any time personally agree to pay.
SECTION 6. ESTABLISHMENT, DESIGNATION, ABOLITION OR TERMINATION ETC. OF
SERIES OR CLASS. The establishment and designation of any Series or Class of
Shares of the Trust shall be effective upon the adoption by a majority of the
Trustees then in office of a resolution that sets forth such establishment and
designation and the relative rights and preferences of such Series or Class of
the Trust, whether directly in such resolution or by reference to another
document including, without limitation, any registration statement of the Trust,
or as otherwise provided in such resolution. The abolition or termination of any
Series or Class of Shares of the Trust shall be effective upon the adoption by a
majority of the Trustees then in office of a resolution that abolishes or
terminates such Series or Class.
Shares of each Series or Class of the Trust established pursuant to
this Article III, unless otherwise provided in the resolution establishing such
Series or Class, shall have the following relative rights and preferences:
(a) ASSETS HELD WITH RESPECT TO A PARTICULAR SERIES. All consideration
received by the Trust for the issue or sale of Shares of a particular Series,
together with all assets in which such consideration is invested or reinvested,
all income, earnings, profits, and proceeds thereof from whatever source derived
(including, without limitation, any proceeds derived from the sale, exchange or
liquidation of such assets and any funds or payments derived from any
reinvestment of such proceeds in whatever form the same may be) shall
irrevocably be held separate with respect to that Series for all
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purposes, and shall be so recorded upon the books of account of the Trust. Such
consideration, assets, income, earnings, profits and proceeds thereof, from
whatever source derived, (including, without limitation) any proceeds derived
from the sale, exchange or liquidation of such assets, and any funds or payments
derived from any reinvestment of such proceeds), in whatever form the same may
be, are herein referred to as "assets held with respect to" that Series. In the
event that there are any assets, income, earnings, profits and proceeds thereof,
funds or payments which are not readily identifiable as assets held with respect
to any particular Series (collectively "General Assets"), the Trustees shall
allocate such General Assets to, between or among any one or more of the Series
in such manner and on such basis as the Trustees, in their sole discretion, deem
fair and equitable, and any General Assets so allocated to a particular Series
shall be held with respect to that Series. Each such allocation by the Trustees
shall be conclusive and binding upon the Shareholders of all Series for all
purposes. Separate and distinct records shall be maintained for each Series and
the assets held with respect to each Series shall be held and accounted for
separately from the assets held with respect to all other Series and the General
Assets of the Trust not allocated to such Series.
(b) LIABILITIES HELD WITH RESPECT TO A PARTICULAR SERIES. The assets of
the Trust held with respect to each particular Series shall be charged against
the liabilities of the Trust held with respect to that Series and all expenses,
costs, charges, and reserves attributable to that Series, except that
liabilities and expenses allocated solely to a particular Class shall be borne
by that Class. Any general liabilities of the Trust which are not readily
identifiable as being held with respect to any particular Series or Class shall
be allocated and charged by the Trustees to and among any one or more of the
Series or Classes in such manner and on such basis as the Trustees in their sole
discretion deem fair and equitable. All liabilities, expenses, costs, charges,
and reserves so charged to a Series or Class are herein referred to as
"liabilities held with respect to" that Series or Class. Each allocation of
liabilities, expenses, costs, charges, and reserves by the Trustees shall be
conclusive and binding upon the Shareholders of all Series or Classes for all
purposes. Without limiting the foregoing, but subject to the right of the
Trustees to allocate general liabilities, expenses, costs, charges or reserves
as herein provided, the debts, liabilities, obligations and expenses incurred,
contracted for or otherwise existing with respect to a particular Series shall
be enforceable against the assets held with respect to such Series only and not
against the assets of the Trust generally or against the assets held with
respect to any other Series. Notice of this contractual limitation on
liabilities among Series may, in the Trustees' discretion, be set forth in the
Certificate of Trust and upon the giving of such notice in the Certificate of
Trust, the statutory provisions of Section 3804 of the Delaware Act relating to
limitations on liabilities among Series (and the statutory effect under Section
3804 of setting forth such notice in the certificate of trust) shall become
applicable to the Trust and each Series. Any person extending credit to,
contracting with or having any claim against any Series may look only to the
assets of that Series to satisfy or enforce any debt, with respect to that
Series. No Shareholder or former Shareholder of any Series shall have a claim on
or any right to any assets allocated or belonging to any other Series.
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(c) DIVIDENDS, DISTRIBUTIONS. REDEMPTIONS, AND REPURCHASES.
Notwithstanding any other provisions of this Declaration of Trust, including,
without limitation, Article Vl, no dividend or distribution, including, without
limitation, any distribution paid upon termination of the Trust or of any Series
or Class with respect to, nor any redemption or repurchase of, the Shares of any
Series or Class, shall be effected by the Trust other than from the assets held
with respect to such Series, nor shall any Shareholder or any particular Series
or Class otherwise have any right or claim against the assets held with respect
to any other Series except to the extent that such Shareholder has such a right
or claim hereunder as a Shareholder of such other Series. The Trustees shall
have full discretion, to the extent not inconsistent with the 1940 Act, to
determine which items shall be treated as income and which items as capital, and
each such determination and allocation shall be conclusive and binding upon the
Shareholders.
(d) EQUALITY. All the Shares of each particular Series shall represent
an equal proportionate interest in the assets held with respect to that Series
(subject to the liabilities held with respect to that Series or Class thereof
and such rights and preferences as may have been established and designated with
respect to any Class within such Series), and each Share of any particular
Series shall be equal to each other Share of that Series. With respect to any
Class of a Series, each such Class shall represent interests in the assets held
with respect to that Series and shall have identical voting, dividend,
liquidation and other rights and the same terms and conditions, except that
expenses allocated to a Class may be borne solely by such Class as determined by
the Trustees and a Class may have exclusive voting rights with respect to
matters affecting only that Class.
(e) FRACTIONS. Any fractional Share of a Series or Class thereof shall
carry proportionately all the rights and obligations of a whole Share of that
Series or Class, including rights with respect to voting, receipt of dividends
and distributions, redemption of Shares and termination of the Trust.
(f) EXCHANGE PRIVILEGE. The Trustees shall have the authority to
provide that the holders of Shares of any Series or Class shall have the right
to exchange said Shares for Shares of one or more other Series of Shares or
Class of Shares of the Trust or of other investment companies registered under
the 1940 Act in accordance with such requirements and procedures as may be
established by the Trustees.
(g) COMBINATION OF SERIES. The Trustees shall have the authority,
without the approval of the Shareholders of any Series or Class unless otherwise
required by applicable law, to combine the assets and liabilities held with
respect to any two or more Series or Classes into assets and liabilities held
with respect to a single Series or Class.
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ARTICLE IV
Trustees
SECTION 1. NUMBER, ELECTION AND TENURE. The number of Trustees shall
initially be 12, who shall be Laurence B. Ashkin, Charles A. Austin, III, K. Dun
Gifford, James S. Howell, Leroy Keith, Jr., Gerald M. McDonnell, Thomas L.
McVerry, David M. Richardson, Russell A. Salton, III, Michael S. Scofield,
Richard J. Shima, and William W. Pettit. Thereafter, the number of Trustees
shall at all times be at least one and no more than such number as determined,
from time to time, by the Trustees pursuant to Section 3 of this Article IV.
Each Trustee shall serve during the lifetime of the Trust until he or she dies,
resigns, has reached any mandatory retirement age as set by the Trustees, is
declared bankrupt or incompetent by a court of appropriate jurisdiction, or is
removed, or, if sooner, until the next meeting of Shareholders called for the
purpose of electing Trustees and until the election and qualification of his or
her successor. In the event that less than a majority of the Trustees holding
office have been elected by the Shareholders, the Trustees then in office shall
take such actions as may be necessary under applicable law for the election of
Trustees. Any Trustee may resign at any time by written instrument signed by him
or her and delivered to any officer of the Trust or to a meeting of the
Trustees. Such resignation shall be effective upon receipt unless specified to
be effective at some other time. Except to the extent expressly provided in a
written agreement with the Trust, no Trustee resigning and no Trustee removed
shall have any right to any compensation for any period following his or her
resignation or removal, or any right to damages on account of such removal. The
Shareholders may elect Trustees at any meeting of Shareholders called by the
Trustees for that purpose. Any Trustee may be removed at any meeting of
Shareholders by a vote of two-thirds of the outstanding Shares of the Trust.
SECTION 2. EFFECT OF DEATH. RESIGNATION. ETC. OF A TRUSTEE. The death,
declination to serve, resignation, retirement, removal or incapacity of one or
more Trustees, or all of them, shall not operate to annul the Trust or to revoke
any existing agency created pursuant to the terms of this Declaration of Trust.
Whenever there shall be fewer than the designated number of Trustees, until
additional Trustees are elected or appointed as provided herein to bring the
total number of Trustees equal to the designated number, the Trustees in office,
regardless of their number, shall have all the powers granted to the Trustees
and shall discharge all the duties imposed upon the Trustees by this Declaration
of Trust. As conclusive evidence of such vacancy, a written instrument
certifying the existence of such vacancy may be executed by an officer of the
Trust or by a majority of the Trustees. In the event of the death, declination,
resignation, retirement, removal, or incapacity of all the then Trustees within
a short period of time and without the opportunity for at least one Trustee
being able to appoint additional Trustees to replace those no longer serving,
the Trust's Adviser(s) are empowered to appoint new Trustees subject to the
provisions of the 1940 Act.
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SECTION 3. POWERS. Subject to the provisions of this Declaration of
Trust, the business of the Trust shall be managed by the Trustees, and the
Trustees shall have all powers necessary or convenient to carry out that
responsibility including the power to engage in transactions of all kinds on
behalf of the Trust as described in this Declaration of Trust. Without limiting
the foregoing, the Trustees may: adopt By-Laws not inconsistent with this
Declaration of Trust providing for the management of the affairs of the Trust
and may amend and repeal such By-Laws to the extent that such By-Laws do not
reserve that right to the Shareholders; enlarge or reduce the number of
Trustees; remove any Trustee with or without cause at any time by written
instrument signed by at least two-thirds of the number of Trustees prior to such
removal, specifying the date when such removal shall become effective, and fill
vacancies caused by enlargement of their number or by the death, resignation,
retirement or removal of a Trustee; elect and remove, with or without cause,
such officers and appoint and terminate such agents as they consider
appropriate; appoint from their own number and establish and terminate one or
more committees, consisting of two or more Trustees, that may exercise the
powers and authority of the Board of Trustees to the extent that the Trustees so
determine; employ one or more custodians of the assets of the Trust and may
authorize such custodians to employ subcustodians and to deposit all or any part
of such assets in a system or systems for the central handling of securities or
with a Federal Reserve Bank; employ an administrator for the Trust and may
authorize such administrator to employ subadministrators; employ an investment
adviser or investment advisers to the Trust and may authorize such Advisers to
employ subadvisers; retain a transfer agent or a shareholder servicing agent, or
both; provide for the issuance and distribution of Shares by the Trust directly
or through one or more Principal Underwriters or otherwise; redeem, repurchase
and transfer Shares pursuant to applicable law; set record dates for the
determination of Shareholders with respect to various matters; declare and pay
dividends and distributions to Shareholders of each Series from the assets of
such Series; and in general delegate such authority as they consider desirable
to any officer of the Trust, to any committee of the Trustees and to any agent
or employee of the Trust or to any such custodian, transfer or shareholder
servicing agent, or Principal Underwriter. Any determination as to what is in
the interests of the Trust made by the Trustees in good faith shall be
conclusive. In construing the provisions of this Declaration of Trust, the
presumption shall be in favor of a grant of power to the Trustees. Unless
otherwise specified herein or in the By-Laws or required by law, any action by
the Trustees shall be deemed effective if approved or taken by a majority of the
Trustees present at a meeting of Trustees at which a quorum of Trustees is
present, within or without the State of Delaware.
Without limiting the foregoing, the Trustees shall have the power and
authority to cause the Trust (or to act on behalf of the Trust):
(a) To invest and reinvest cash, to hold cash uninvested, and to
subscribe for, invest in, reinvest in, purchase or otherwise acquire, own, hold,
pledge, sell, assign, transfer, exchange, distribute, write options on, lend or
otherwise deal in or dispose of contracts for the future acquisition or delivery
of fixed income or other securities, and
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securities of every nature and kind, including, without limitation, all types of
bonds, debentures, stocks, negotiable or non-negotiable instruments,
obligations, evidences of indebtedness, certificates of deposit or indebtedness,
commercial papers, repurchase agreements, bankers' acceptances, and other
securities of any kind, issued, created, guaranteed, or sponsored by any and all
Persons, including without limitation, states, territories, and possessions of
the United States and the District of Columbia and any political subdivision,
agency, or instrumentality thereof, any foreign government or any political
subdivision of the United States Government or any foreign government, or any
international instrumentality, or by any bank or savings institution, or by any
corporation or organization organized under the laws of the United States or of
any state, territory, or possession thereof, or by any corporation or
organization organized under any foreign law, or in "when issued" contracts for
any such securities, to change the investments of the assets of the Trust; and
to exercise any and all rights, powers, and privileges of ownership or interest
in respect of any and all such investments of every kind and description,
including, without limitation, the right to consent and otherwise act with
respect thereto, with power to designate one or more Persons to exercise any of
said rights, powers, and privileges in respect of any of said instruments;
(b) To sell, exchange, lend, pledge, mortgage, hypothecate, lease, or
write options (including, options on futures contracts) with respect to or
otherwise deal in any property rights relating to any or all of the assets of
the Trust or any Series;
(c) To vote or give assent, or exercise any rights of ownership, with
respect to stock or other securities or property; and to execute and deliver
proxies or powers of attorney to such Person or Persons as the Trustees shall
deem proper, granting to such Person or Persons such power and discretion with
relation to securities or property as the Trustees shall deem proper;
(d) To exercise powers and rights of subscription or otherwise which in
any manner arise out of ownership of securities;
(e) To hold any security or property in a form not indicating any
trust, whether in bearer, unregistered or other negotiable form, or in its own
name or in the name of a custodian or subcustodian or a nominee or nominees or
otherwise;
(f) To consent to or participate in any plan for the reorganization,
consolidation or merger of any corporation or issuer of any security which is
held in the Trust; to consent to any contract, lease, mortgage, purchase or sale
of property by such corporation or issuer; and to pay calls or subscriptions
with respect to any security held in the Trust;
(g) To join with other security holders in acting through a committee,
depositary, voting trustee or otherwise, and in that connection to deposit any
security with, or transfer any security to, any such committee, depositary or
trustee, and to delegate to them such power and authority with relation to any
security (whether or not
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so deposited or transferred) as the Trustees shall deem proper, and to agree to
pay, and to pay, such portion of the expenses and compensation of such
committee, depositary or trustee as the Trustees shall deem proper;
(h) To compromise, arbitrate or otherwise adjust claims in favor of or
against the Trust or any matter in controversy, including, but not limited to,
claims for taxes;
(i) To enter into joint ventures, general or limited partnerships and
any other combinations or associations;
(j) To borrow funds or other property in the name of the Trust
exclusively for Trust purposes and in connection therewith to issue notes or
other evidences of indebtedness; and to mortgage and pledge the Trust Property
or any part thereof to secure any or all of such indebtedness;
(k) To endorse or guarantee the payment of any notes or other
obligations of any Person; to make contracts of guaranty or suretyship, or
otherwise assume liability for payment thereof; and to mortgage and pledge the
Trust Property or any part thereof to secure any of or all of such obligations;
(l) To purchase and pay for entirely out of Trust Property such
insurance as the Trustees may deem necessary or appropriate for the conduct of
the business, including, without limitation, insurance policies insuring the
assets of the Trust or payment of distributions and principal on its portfolio
investments, and insurance polices insuring the Shareholders, Trustees,
officers, employees, agents, investment advisers, principal underwriters, or
independent contractors of the Trust, individually against all claims and
liabilities of every nature arising by reason of holding, being or having held
any such office or position, or by reason of any action alleged to have been
taken or omitted by any such Person as Trustee, officer, employee, agent,
investment adviser, principal underwriter, or independent contractor, including
any action taken or omitted that may be determined to constitute negligence,
whether or not the Trust would have the power to indemnify such Person against
liability;
(m) To adopt, establish and carry out pension, profit-sharing, share
bonus, share purchase, savings, thrift and other retirement, incentive and
benefit plans and trusts, including the purchasing of life insurance and annuity
contracts as a means of providing such retirement and other benefits, for any or
all of the Trustees, officers, employees and agents of the Trust;
(n) To operate as and carry out the business of an investment company,
and exercise all the powers necessary or appropriate to the conduct of such
operations;
(o) To enter into contracts of any kind and description;
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(p) To employ as custodian of any assets of the Trust one or more
banks, trust companies or companies that are members of a national securities
exchange or such other entities as the Commission may permit as custodians of
the Trust, subject to any conditions set forth in this Declaration of Trust or
in the By-Laws;
(q) To employ auditors, counsel or other agents of the Trust, subject
to any conditions set forth in this Declaration of Trust or in the By-Laws;
(r) To interpret the investment policies, practices, or limitations of
any Series or Class;
(s) To establish separate and distinct Series with separately defined
investment objectives and policies and distinct investment purposes, and with
separate Shares representing beneficial interests in such Series, and to
establish separate Classes, all in accordance with the provisions of Article
III;
(t) To the full extent permitted by the Delaware Act, to allocate
assets, liabilities and expenses of the Trust to a particular Series and Class
or to apportion the same between or among two or more Series or Classes,
provided that any liabilities or expenses incurred by a particular Series or
Class shall be payable solely out of the assets belonging to that Series or
Class as provided for in Article III;
(u) To invest all of the assets of the Trust, or any Series or any
Class thereof in a single investment company;
(v) Subject to the 1940 Act, to engage in any other lawful act or
activity in which a business trust organized under the Delaware Act may engage.
The Trust shall not be limited to investing in obligations maturing
before the possible termination of the Trust or one or more of its Series. The
Trust shall not in any way be bound or limited by any present or future law or
custom in regard to investment by fiduciaries. The Trust shall not be required
to obtain any court order to deal with any assets of the Trust or take any other
action hereunder.
SECTION 4. PAYMENT OF EXPENSES BY THE TRUST. The Trustees are
authorized to pay or cause to be paid out of the principal or income of the
Trust, or partly out of the principal and partly out of income, as they deem
fair, all expenses, fees, charges, taxes and liabilities incurred or arising in
connection with the Trust, or in connection with the management thereof,
including, but not limited to, the Trustees' compensation and such expenses and
charges for the services of the Trust's officers, employees, Advisers, Principal
Underwriter, auditors, counsel, custodian, transfer agent, shareholder servicing
agent, and such other agents or independent contractors and such other expenses
and charges as the Trustees may deem necessary or proper to incur, which
expenses, fees, charges, taxes and liabilities shall be allocated in accordance
with Article III, Section 6 hereof.
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SECTION 5. PAYMENT OF EXPENSES BY SHAREHOLDERS. The Trustees shall have
the power, as frequently as they may determine, to cause each Shareholder, or
each Shareholder of any particular Series, to pay directly, in advance or
arrears, expenses of the Trust as described in Section 4 of this Article IV
("Expenses"), in an amount fixed from time to time by the Trustees, by setting
off such Expenses due from such Shareholder from declared but unpaid dividends
owed such Shareholder and/or by reducing the number of Shares in the account of
such Shareholder by that number of full and/or fractional Shares which
represents the outstanding amount of such Expenses due from such Shareholder,
provided that the direct payment of such Expenses by Shareholders is permitted
under applicable law.
SECTION 6. OWNERSHIP OF ASSETS OF THE TRUST. Title to all of the assets
of the Trust shall at all times be considered as vested in the Trust, except
that the Trustees shall have power to cause legal title to any Trust Property to
be held by or in the name of one or more of the Trustees, or in the name of the
Trust, or in the name of any other Person as nominee, on such terms as the
Trustees may determine. The right, title and interest of the Trustees in the
Trust Property shall vest automatically in each Person who may hereafter become
a Trustee. Upon the resignation, removal or death of a Trustee, he or she shall
automatically cease to have any right, title or interest in any of the Trust
Property, and the right, title and interest of such Trustee in the Trust
property shall vest automatically in the remaining Trustees. Such vesting and
cessation of title shall be effective whether or not conveyancing documents have
been executed and delivered.
SECTION 7. SERVICE CONTRACTS.
(a) Subject to such requirements and restrictions as may be set forth
under federal and/or state law and in the By-Laws, including, without
limitation, the requirements of Section 15 of the 1940 Act, the Trustees may, at
any time and from time to time, contract for exclusive or nonexclusive advisory,
management and/or administrative services for the Trust or for any Series (or
Class thereof) with any Person and any such contract may contain such other
terms as the Trustees may determine, including, without limitation, authority
for the Adviser(s) or administrator to delegate certain or all of its duties
under such contracts to other qualified investment advisers and administrators
and to determine from time to time without prior consultation with the Trustees
what investments shall be purchased, held sold or exchanged and what portion, if
any, of the assets of the Trust shall be held uninvested and to make changes in
the Trust's investments, or such other activities as may specifically be
delegated to such party.
(b) The Trustees may also, at any time and from time to time, contract
with any Person, appointing such Person exclusive or nonexclusive distributor or
Principal
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Underwriter for the Shares of one or more of the Series (or Classes) or other
securities to be issued by the Trust.
(c) The Trustees are also empowered, at any time and from time to
time, to contract with any Person, appointing such Person or Persons the
custodian, transfer agent and/or shareholder servicing agent for the Trust or
one or more of its Series.
(d) The Trustees are further empowered, at any time and from time to
time, to contract with any Person to provide such other services to the Trust or
one or more of the Series, as the Trustees determine to be in the best interests
of the Trust and the applicable Series.
(e) The fact that:
(i) any of the Shareholders, Trustees, or officers of the
Trust is a shareholder, director, officer, partner,
trustee, employee, Adviser, Principal Underwriter,
distributor, or affiliate or agent of or for any
Person, or for any parent or affiliate of any Person
with which an advisory, management, or administration
contract, or Principal Underwriter's or distributor's
contract, or transfer agent, shareholder servicing
agent or other type of service contract may have been
or may hereafter be made, or that any such
organization, or any parent or affiliate thereof, is
a Shareholder or has an interest in the Trust; or
that
(ii) any Person with which an advisory, management, or
administration contract or Principal Underwriter's or
distributor's contract, or transfer agent or
shareholder servicing agent contract may have been or
may hereafter be made also has an advisory,
management, or administration contract, or Principal
Underwriter's or distributor's or other service
contract with one or more other Persons, or has other
business or interests,
shall not affect the validity of any such contract or disqualify any
Shareholder, Trustee or officer of the Trust from voting upon or executing the
same, or create any liability or accountability to the Trust or its
shareholders.
SECTION 8. TRUSTEES AND OFFICERS AS SHAREHOLDERS. Any Trustee, officer
or agent of the Trust may acquire, own and dispose of Shares to the same extent
as if he or she were not a Trustee, officer or agent; and the Trustees may issue
and sell and cause to be issued and sold Shares to, and redeem such Shares from,
any such Person or any firm or company in which such Person is interested,
subject only to the general limitations contained herein or in the By-Laws
relating to the sale and redemption of such Shares.
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SECTION 9. COMPENSATION. The Trustees in such capacity shall be
entitled to reasonable compensation from the Trust and they may fix the amount
of such compensation. Nothing herein shall in any way prevent the employment of
any Trustee for advisory, management, legal, accounting, investment banking or
other services and payment for such services by the Trust.
ARTICLE V
Shareholders' Voting Powers and Meetings
SECTION 1. VOTING POWERS. MEETINGS. NOTICE. AND RECORD DATES. The
Shareholders shall have power to vote only: (i) for the election or removal of
Trustees as provided in Article IV, Section 1 hereof, and (ii) with respect to
such additional matters relating to the Trust as may be required by applicable
law, this Declaration of Trust, the By-Laws or any registration statement of the
Trust with the Commission (or any successor agency) or as the Trustees may
consider necessary or desirable. Shareholders shall be entitled to one vote for
each Share, and a fractional vote for each fraction of a Share, as to any matter
on which the Share is entitled to vote. Notwithstanding any other provision of
this Declaration of Trust, on any matters submitted to a vote of the
Shareholders, all shares of the Trust then entitled to vote shall be voted in
aggregate, except: (i) when required by the 1940 Act, Shares shall be voted by
individual Series; (ii) when the matter involves any action that the Trustees
have determined will affect only the interests of one or more Series, then only
Shareholders of such Series shall be entitled to vote thereon; and (iii) when
the matter involves any action that the Trustees have determined will affect
only the interests of one or more Classes, then only the Shareholders of such
Class or Classes shall be entitled to vote thereon. There shall be no cumulative
voting in the election of Trustees. Shares may be voted in person or by proxy. A
proxy may be given in writing. The By-Laws may provide that proxies may also, or
may instead, be given by an electronic or telecommunications device or in any
other manner. Until Shares are issued, the Trustees may exercise all rights of
Shareholders and may take any action required by law, this Declaration of Trust
or the By-Laws to be taken by the Shareholders. Meetings of the Shareholders
shall be called and notice thereof and record dates therefor shall be given and
set as provided in the By-Laws.
SECTION 2. QUORUM AND REQUIRED VOTE. Except when a larger quorum is
required by applicable law, by the By-Laws or by this Declaration of Trust,
twenty-five percent (25%) of the Shares issued and outstanding shall constitute
a quorum at a Shareholders' meeting but any lesser number shall be sufficient
for adjourned sessions. When any one or more Series (or Classes) is to vote as a
single Series (or Class) separate from any other Shares, twenty-five percent
(25%) of the Shares of each such Series (or Class) issued and outstanding shall
constitute a quorum at a Shareholders' meeting of that Series (or Class). Except
when a larger vote is required by any provision of this Declaration of Trust or
the By-Laws or by applicable law, when a quorum is present at any meeting, a
majority of the Shares voted shall decide any questions and a
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plurality of the Shares voted shall elect a Trustee, provided that where any
provision of law or of this Declaration of Trust requires that the holders of
any Series shall vote as a Series (or that holders of a Class shall vote as a
Class), then a majority of the Shares of that Series (or Class) voted on the
matter (or a plurality with respect to the election of a Trustee) shall decide
that matter insofar as that Series (or Class) is concerned.
SECTION 3. RECORD DATES. For the purpose of determining the
Shareholders of any Series (or Class) who are entitled to receive payment of any
dividend or of any other distribution, the Trustees may from time to time fix a
date, which shall be before the date for the payment of such dividend or such
other payment, as the record date for determining the Shareholders of such
Series (or Class) having the right to receive such dividend or distribution.
Without fixing a record date, the Trustees may for distribution purposes close
the register or transfer books for one or more Series (or Classes) at any time
prior to the payment of a distribution. Nothing in this Section shall be
construed as precluding the Trustees from setting different record dates for
different Series (or Classes).
SECTION 4. ADDITIONAL PROVISIONS. The By-Laws may include further
provisions for Shareholders' votes and meetings and related matters.
ARTICLE VI
Net Asset Value, Distributions and Redemptions
SECTION 1. DETERMINATION OF NET ASSET VALUE, NET INCOME AND
DISTRIBUTIONS. Subject to applicable law and Article III, Section 6 hereof, the
Trustees, in their absolute discretion, may prescribe and shall set forth in the
By-Laws or in a duly adopted vote of the Trustees such bases and time for
determining the per Share or net asset value of the Shares of any Series or
Class or net income attributable to the Shares of any Series or Class, or the
declaration and payment of dividends and distributions on the Shares of any
Series or Class, as they may deem necessary or desirable.
SECTION 2. REDEMPTIONS AND REPURCHASES.
(a) The Trust shall purchase such Shares as are offered by any
Shareholder for redemption, upon the presentation of a proper instrument of
transfer together with a request directed to the Trust, or a Person designated
by the Trust, that the Trust purchase such Shares or in accordance with such
other procedures for redemption as the Trustees may from time to time authorize;
and the Trust will pay therefor the net asset value thereof as determined by the
Trustees (or on their behalf), in accordance with any applicable provisions of
the By-Laws, any registration statement of the Trust and applicable law. Unless
extraordinary circumstances exist, payment for said Shares shall be made by the
Trust to the Shareholder in accordance with the 1940 Act and any rules and
regulations thereunder or as otherwise required by the Commission. The
obligation set forth in this Section 2(a) is subject to the provision that,
during any
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emergency which makes it impracticable for the Trust to dispose of the
investments of the applicable Series or to determine fairly the value of the net
assets held with respect to such Series, such obligation may be suspended or
postponed by the Trustees. In the case of a suspension of the right of
redemption as provided herein, a Shareholder may either withdraw the request for
redemption or receive payment based on the net asset value per share next
determined after the termination of such suspension.
(b) The redemption price may in any case or cases be paid wholly or
partly in kind if the Trustees determine that such payment is advisable in the
interest of the remaining Shareholders of the Series or Class thereof for which
the Shares are being redeemed. Subject to the foregoing, the fair value,
selection and quantity of securities or other property so paid or delivered as
all or part of the redemption price may be determined by or under authority of
the Trustees. In no case shall the Trust be liable for any delay of any Adviser
or other Person in transferring securities selected for delivery as all or part
of any payment-in-kind.
(c) If the Trustees shall, at any time and in good faith, determine
that direct or indirect ownership of Shares of any Series or Class thereof has
or may become concentrated in any Person to an extent that would disqualify any
Series as a regulated investment company under the Internal Revenue Code of
1986, as amended (or any successor statute thereof), then the Trustees shall
have the power (but not the obligation) by such means as they deem equitable (i)
to call for the redemption by any such Person of a number, or principal amount,
of Shares sufficient to maintain or bring the direct or indirect ownership of
Shares into conformity with the requirements for such qualification, (ii) to
refuse to transfer or issue Shares of any Series or Class thereof to such Person
whose acquisition of the Shares in question would result in such
disqualification, or (iii) to take such other actions as they deem necessary and
appropriate to avoid such disqualification. Any such redemption shall be
effected at the redemption price and in the manner provided in this Article VI.
(d) The holders of Shares shall upon demand disclose to the Trustees in
writing such information with respect to direct and indirect ownership of Shares
as the Trustees deem necessary to comply with the provisions of the Internal
Revenue Code of 1986, as amended (or any successor statute thereto), or to
comply with the requirements of any other taxing authority.
ARTICLE VII
Limitation of Liability; Indemnification
SECTION 1. TRUSTEES, SHAREHOLDERS, ETC. NOT PERSONALLY LIABLE; NOTICE.
The Trustees, officers, employees and agents of the Trust, in incurring any
debts, liabilities or obligations, or in limiting or omitting any other actions
for or in connection with the Trust, are or shall be deemed to be acting as
Trustees, officers, employees or agents of the Trust and not in their own
capacities. No Shareholder shall be subject to any
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personal liability whatsoever in tort, contract or otherwise to any other Person
or Persons in connection with the assets or the affairs of the Trust or of any
Series, and subject to Section 4 of this Article VII, no Trustee, officer,
employee or agent of the Trust shall be subject to any personal liability
whatsoever in tort, contract, or otherwise, to any other Person or Persons in
connection with the assets or affairs of the Trust or of any Series, save only
that arising from his or her own willful misfeasance, bad faith, gross
negligence or reckless disregard of the duties involved in the conduct of his or
her office or the discharge of his or her functions. The Trust (or if the matter
relates only to a particular Series, that Series) shall be solely liable for any
and all debts, claims, demands, judgments, decrees, liabilities or obligations
of any and every kind, against or with respect to the Trust or such Series in
tort, contract or otherwise in connection with the assets or the affairs of the
Trust or such Series, and all Persons dealing with the Trust or any Series shall
be deemed to have agreed that resort shall be had solely to the Trust Property
of the Trust (or if the matter relates only to a particular Series, that of such
Series), for the payment or performance thereof.
The Trustees may provide that every note, bond, contract, instrument,
certificate or undertaking made or issued by the Trustees or by any officers or
officer shall give notice that a Certificate of Trust in respect of the Trust is
on file with the Secretary of State of the State of Delaware and may recite to
the effect that the same was executed or made by or on behalf of the Trust or by
them as Trustees or Trustee or as officers or officer, and not individually, and
that the obligations of any instrument made or issued by the Trustees or by any
officer of officers of the Trust are not binding upon any of them or the
Shareholders individually but are binding only upon the assets and property of
the Trust, or the particular Series in question, as the case may be. The
omission of any statement to such effect from such instrument shall not operate
to bind any Trustees or Trustee or officers or officer or Shareholders or
Shareholder individually, or to subject the assets of any Series to the
obligations of any other Series.
SECTION 2. TRUSTEES' GOOD FAITH ACTION; EXPERT ADVICE; NO BOND OR
SURETY. The exercise by the Trustees of their powers and discretions hereunder
shall be binding upon everyone interested. Subject to Section 4 of this Article
VII, a Trustee shall be liable for his or her own willful misfeasance, bad
faith, gross negligence or reckless disregard of the duties involved in the
conduct of the office of Trustee, and for nothing else, and shall not be liable
for errors of judgment or mistakes of fact or law. Subject to the foregoing, (i)
the Trustees shall not be responsible or liable in any event for any neglect or
wrongdoing of any officer, agent, employee, consultant, Adviser, administrator,
distributor or Principal Underwriter, custodian or transfer agent, dividend
disbursing agent, shareholder servicing agent or accounting agent of the Trust,
nor shall any Trustee be responsible for the act or omission of any other
Trustee; (ii) the Trustees may take advice of counsel or other experts with
respect to the meaning and operation of this Declaration of Trust and their
duties as Trustees, and shall be under no liability for any act or omission in
accordance with such advice or for failing to follow such advice; and (iii) in
discharging their duties, the Trustees, when acting in good faith, shall be
entitled to rely upon the books of account of the Trust and upon written reports
made
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to the Trustees by any officer appointed by them, any independent public
accountant, and (with respect to the subject matter of the contract involved)
any officer, partner or responsible employee of a contracting party employed by
the Trust. The Trustees as such shall not be required to give any bond or surety
or any other security for the performance of their duties.
SECTION 3. INDEMNIFICATION OF SHAREHOLDERS. If any Shareholder (or
former Shareholder) of the Trust shall be charged or held to be personally
liable for any obligation or liability of the Trust solely by reason of being or
having been a Shareholder and not because of such Shareholder's acts or
omissions or for some other reason, the Trust (upon proper and timely request by
the Shareholder) may assume the defense against such charge and satisfy any
judgment thereon or may reimburse the Shareholders for expenses, and the
Shareholder or former Shareholder (or the heirs, executors, administrators or
other legal representatives thereof, or in the case of a corporation or other
entity, its corporate or other general successor) shall be entitled (but solely
out of the assets of the Series of which such Shareholder or former Shareholder
is or was the holder of Shares) to be held harmless from and indemnified against
all loss and expense arising from such liability.
SECTION 4. INDEMNIFICATION OF TRUSTEES, OFFICERS, ETC. Subject to the
limitations, if applicable, hereinafter set forth in this Section 4, the Trust
shall indemnify (from the assets of one or more Series to which the conduct in
question relates) each of its Trustees, officers, employees and agents
(including Persons who serve at the Trust's request as directors, officers or
trustees of another organization in which the Trust has any interest as a
shareholder, creditor or otherwise (hereinafter, together with such Person's
heirs, executors, administrators or personal representative, referred to as a
"Covered Person")) against all liabilities, including but not limited to amounts
paid in satisfaction of judgments, in compromise or as fines and penalties, and
expenses, including reasonable accountants' and counsel fees, incurred by any
Covered Person in connection with the defense or disposition of any action, suit
or other proceeding, whether civil or criminal, before any court or
administrative or legislative body, in which such Covered Person may be or may
have been involved as a party or otherwise or with which such Covered Person may
be or may have been threatened, while in office or thereafter, by reason of
being or having been such a Trustee or officer, director or trustee, except with
respect to any matter as to which it has been determined that such Covered
Person (i) did not act in good faith in the reasonable belief that such Covered
Person's action was in or not opposed to the best interests of the Trust; or
(ii) had acted with willful misfeasance, bad faith, gross negligence or reckless
disregard of the duties involved in the conduct of such Covered Person's office;
and (iii) for a criminal proceeding, had reasonable cause to believe that his or
her conduct was unlawful (the conduct described in (i), (ii) and (iii) being
referred to hereafter as "DISABLING CONDUCT"). A determination that the Covered
Person is entitled to indemnification may be made by (i) a final decision on the
merits by a court or other body before whom the proceeding was brought that the
Covered Person to be indemnified was not liable by reason of Disabling Conduct,
(ii) dismissal of a court action or an administrative proceeding
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against a Covered Person for insufficiency of evidence of Disabling Conduct, or
(iii) a reasonable determination, based upon a review of the facts, that the
indemnitee was not liable by reason of Disabling Conduct by (a) a vote of a
majority of a quorum of the Trustees who are neither "interested persons" of the
Trust as defined in the 1940 Act nor parties to the proceeding (the
"Disinterested Trustees"), or (b) an independent legal counsel in a written
opinion. Expenses, including accountants' and counsel fees so incurred by any
such Covered Person (but excluding amounts paid in satisfaction of judgments, in
compromise or as fines or penalties), may be paid from time to time by one or
more Series to which the conduct in question related in advance of the final
disposition of any such action, suit or proceeding; PROVIDED that the Covered
Person shall have undertaken to repay the amounts so paid to such Series if it
is ultimately determined that indemnification of such expenses is not authorized
under this Article VII and (i) the Covered Person shall have provided security
for such undertaking, (ii) the Trust shall be insured against losses arising by
reason of any lawful advances, or (iii) a majority of a quorum of the
Disinterested Trustees, or an independent legal counsel in a written opinion,
shall have determined, based on a review of readily available facts (as opposed
to a full trial type inquiry), that there is reason to believe that the Covered
Person ultimately will be found entitled to indemnification.
SECTION 5. COMPROMISE PAYMENT. As to any matter disposed of by a
compromise payment by any such Covered Person referred to in Section 4 of this
Article VII, pursuant to a consent decree or otherwise, no such indemnification
either for said payment or for any other expenses shall be provided unless such
indemnification shall be approved (i) by a majority of a quorum of the
Disinterested Trustees or (ii) by an independent legal counsel in a written
opinion. Approval by the Trustees pursuant to clause (i) or by independent legal
counsel pursuant to clause (ii) shall not prevent the recovery from any Covered
Person of any amount paid to such Covered Person in accordance with either of
such clauses as indemnification if such Covered Person is subsequently
adjudicated by a court of competent jurisdiction not to have acted in good faith
in the reasonable belief that such Covered Person's action was in or not opposed
to the best interests of the Trust or to have been liable to the Trust or its
Shareholders by reason of willful misfeasance, bad faith, gross negligence or
reckless disregard of the duties involved in the conduct of the Covered Person's
office.
SECTION 6. INDEMNIFICATION NOT EXCLUSIVE, ETC. The right of
indemnification provided by this Article VII shall not be exclusive of or affect
any other rights to which any such Covered Person or shareholder may be
entitled. As used in this Article VII, a "DISINTERESTED" Person is one against
whom none of the actions, suits or other proceedings in question, and no other
action, suit or other proceeding on the same or similar grounds is then or has
been pending or threatened. Nothing contained in this Article VII shall affect
any rights to indemnification to which personnel of the Trust, other than
Trustees and officers, and other Persons may be entitled by contract or
otherwise under law, nor the power of the Trust to purchase and maintain
liability insurance on behalf of any such Person.
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SECTION 7. LIABILITY OF THIRD PERSONS DEALING WITH TRUSTEES. No person
dealing with the Trustees shall be bound to make any inquiry concerning the
validity of any transaction made or to be made by the Trustees or to see to the
application of any payments made or property transferred to the Trust or upon
its order.
SECTION 8. INSURANCE. The Trustees shall be entitled and empowered to
the fullest extent permitted by law to purchase with Trust assets insurance for
liability and for all expenses reasonably incurred or paid or expected to be
paid by a Trustee, officer, employee, or agent of the Trust in connection with
any claim, action, suit, or proceeding in which he or she may become involved by
virtue of his or her capacity or former capacity as a Trustee of the Trust.
ARTICLE VIII
Miscellaneous
SECTION 1. TERMINATION OF THE TRUST OR ANY SERIES OR CLASS.
(a) Unless terminated as provided herein, the Trust shall continue
without limitation of time. The Trustees in their sole discretion may terminate
the Trust.
(b) Upon the requisite action by the Trustees to terminate the Trust or
any one or more Series of Shares or any Class thereof, after paying or otherwise
providing for all charges, taxes, expenses, and liabilities, whether due or
accrued or anticipated, of the Trust or of the particular Series or any Class
thereof as may be determined by the Trustees, the Trust shall in accordance with
such procedures as the Trustees may consider appropriate reduce the remaining
assets of the Trust or of the affected Series or Class to distributable form in
cash or Shares (if any Series remain) or other securities, or any combination
thereof, and distribute the proceeds to the Shareholders of the Series or
Classes involved, ratably according to the number of Shares of such Series or
Class held by the Shareholders of such Series or Class on the date of
distribution. Thereupon, the Trust or any affected Series or Class shall
terminate and the Trustees and the Trust shall be discharged from any and all
further liabilities and duties relating thereto or arising therefrom, and the
right, title, and interest of all parties with respect to the Trust or such
Series or Class shall be canceled and discharged.
(c) Upon termination of the Trust, following completion of winding up
of its business, the Trustees shall cause a certificate of cancellation of the
Trust's Certificate of Trust to be filed in accordance with the Delaware Act,
which certificate of cancellation may be signed by any one Trustee.
SECTION 2. REORGANIZATION.
(a) Notwithstanding anything else herein, the Trustees may, without
Shareholder approval unless such approval is required by applicable law, (i)
cause the
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Trust to merge or consolidate with or into or transfer its assets and any
liabilities to one or more trusts (or series thereof to the extent permitted by
law), partnerships, associations, corporations or other business entities
(including trusts, partnerships, associations, corporations or other business
entities created by the Trustees to accomplish such merger or consolidation or
transfer of assets and any liabilities) so long as the surviving or resulting
entity is an investment company as defined in the 1940 Act, or is a series
thereof, that will succeed to or assume the Trust's registration under the 1940
Act and that is formed, organized, or existing under the laws of the United
States or of a state, commonwealth, possession or colony of the United States,
unless otherwise permitted under the 1940 Act, (ii) cause any one or more Series
(or Classes) of the Trust to merge or consolidate with or into or transfer its
assets and any liabilities to any one or more other Series (or Classes) of the
Trust, one or more trusts (or series or classes thereof to the extent permitted
by law), partnerships, associations, corporations, (iii) cause the Shares to be
exchanged under or pursuant to any state or federal statute to the extent
permitted by law or (iv) cause the Trust to reorganize as a corporation, limited
liability company or limited liability partnership under the laws of Delaware or
any other state or jurisdiction.
(b) Pursuant to and in accordance with the provisions of Section
3815(f) of the Delaware Act, and notwithstanding anything to the contrary
contained in this Declaration of Trust, an agreement of merger or consolidation
or exchange or transfer of assets and liabilities approved by the Trustees in
accordance with this Section 2 may (i) effect any amendment to the governing
instrument of the Trust or (ii) effect the adoption of a new governing
instrument of the Trust if the Trust is the surviving or resulting trust in the
merger or consolidation.
(c) The Trustees may create one or more business trusts to which all or
any part of the assets, liabilities, profits, or losses of the Trust or any
Series or Class thereof may be transferred and may provide for the conversion of
Shares in the Trust or any Series or Class thereof into beneficial interests in
any such newly created trust or trusts or any series or classes thereof.
SECTION 3. AMENDMENTS. Except as specifically provided in this Section
3, the Trustees may, without Shareholder vote, restate, amend, or otherwise
supplement this Declaration of Trust. Shareholders shall have the right to vote
on (i) any amendment that would affect their right to vote granted in Article V,
Section 1 hereof, (ii) any amendment to this Section 3 of Article VIII; (iii)
any amendment that may require their vote under applicable law or by the Trust's
registration statement, as filed with the Commission, and (iv) any amendment
submitted to them for their vote by the Trustees. Any amendment required or
permitted to be submitted to the Shareholders that, as the Trustees determine,
shall affect the Shareholders of one or more Series shall be authorized by a
vote of the Shareholders of each Series affected and no vote of Shareholders of
a Series not affected shall be required. Notwithstanding anything else herein,
no amendment hereof shall limit the rights to insurance provided by Article VII
hereof with respect to any acts or omissions of Persons covered thereby prior to
such
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amendment nor shall any such amendment limit the rights to indemnification
referenced in Article VIl hereof as provided in the By-Laws with respect to any
actions or omissions of Persons covered thereby prior to such amendment. The
Trustees may, without Shareholder vote, restate, amend, or otherwise supplement
the Certificate of Trust as they deem necessary or desirable.
SECTION 4. FILING OF COPIES; REFERENCES; HEADINGS. The original or a
copy of this instrument and of each restatement and/or amendment hereto shall be
kept at the office of the Trust where it may be inspected by any Shareholder.
Anyone dealing with the Trust may rely on a certificate by an officer of the
Trust as to whether or not any such restatements and/or amendments have been
made and as to any matters in connection with the Trust hereunder; and, with the
same effect as if it were the original, may rely on a copy certified by an
officer of the Trust to be a copy of this instrument or of any such restatements
and/or amendments. In this instrument and in any such restatements and/or
amendments, references to this instrument, and all expressions such as "herein,"
"hereof," and "hereunder," shall be deemed to refer to this instrument as
amended or affected by any such restatements and/or amendments. Headings are
placed herein for convenience of reference only and shall not be taken as a part
hereof or control or affect the meaning, construction or effect of this
instrument. Whenever the singular number is used herein, the same shall include
the plural; and the neuter, masculine and feminine genders shall include each
other, as applicable. This instrument may be executed in any number of
counterparts each of which shall be deemed an original.
SECTION 5. APPLICABLE LAW.
(a) The Trust is created under, and this Declaration of Trust is to be
governed by, and construed and enforced in accordance with, the laws of the
State of Delaware. The Trust shall be of the type commonly called a business
trust, and without limiting the provisions hereof, the Trust specifically
reserves the right to exercise any of the powers or privileges afforded to
business trusts or actions that may be engaged in by business trusts under the
Delaware Act, and the absence of a specific reference herein to any such power,
privilege, or action shall not imply that the Trust may not exercise such power
or privilege or take such actions.
(b) Notwithstanding the first sentence of Section 5(a) of this Article
VIII, there shall not be applicable to the Trust, the Trustees, or this
Declaration of Trust either the provisions of Section 3540 of Title 12 of the
Delaware Code or any provisions of the laws (statutory or common) of the State
of Delaware (other than the Delaware Act) pertaining to trusts that relate to or
regulate: (i) the filing with any court or governmental body or agency of
Trustee accounts or schedules of trustee fees and charges; (ii) affirmative
requirements to post bonds for trustees, officers, agents, or employees of a
trust; (iii) the necessity for obtaining a court or other governmental approval
concerning the acquisition, holding, or disposition of real or personal
property; (iv) fees or other sums applicable to trustees, officers, agents or
employees of a trust; (v) the allocation of
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receipts and expenditures to income or principal; (vi) restrictions or
limitations on the permissible nature, amount, or concentration of trust
investments or requirements relating to the titling, storage, or other manner of
holding of trust assets; or (vii) the establishment of fiduciary or other
standards or responsibilities or limitations on the acts or powers or
liabilities or authorities and powers of trustees that are inconsistent with the
limitations or liabilities or authorities and powers of the Trustees set forth
or referenced in this Declaration of Trust; or (viii) activities similar to
those referenced in the foregoing items (i) through (vii).
SECTION 6. PROVISIONS IN CONFLICT WITH LAW OR REGULATIONS.
(a) The provisions of this Declaration of Trust are severable, and if
the Trustees shall determine, with the advice of counsel, that any such
provision is in conflict with the 1940 Act, the regulated investment company
provisions of the Internal Revenue Code of 1986, as amended (or any successor
statute thereto), and the regulations thereunder, the Delaware Act or with other
applicable laws and regulations, the conflicting provision shall be deemed never
to have constituted a part of this Declaration of Trust; provided, however, that
such decision shall not affect any of the remaining provisions of this
Declaration of Trust or render invalid or improper any action taken or omitted
prior to such determination.
(b) If any provision of this Declaration of Trust shall be held invalid
or unenforceable in any jurisdiction, such invalidity or unenforceability shall
attach only to such provision in such jurisdiction and shall, not in any manner
affect such provision in any other jurisdiction or any other provision of this
Declaration of Trust in any jurisdiction.
SECTION 7. BUSINESS TRUST ONLY. It is the intention of the Trustees to
create a business trust pursuant to the Delaware Act. It is not the intention of
the Trustees to create a general partnership, limited partnership, joint stock
association, corporation, bailment, or any form of legal relationship other than
a business trust pursuant to the Delaware Act. Nothing in this Declaration of
Trust shall be construed to make the Shareholders, either by themselves or with
the Trustees, partners, or members of a joint stock association.
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IN WITNESS WHEREOF, the Trustees named below do hereby make and enter
into this Agreement and Declaration of Trust as of the 16th day of December,
1997.
/s/ Laurence B. Ashkin /s/ Thomas L. McVerry
- ----------------------------- -----------------------------
Laurence B. Ashkin Thomas L. McVerry
Trustee and not individually Trustee and not individually
/s/ Charles A. Austin, III /s/ David M. Richardson
- ----------------------------- -----------------------------
Charles A. Austin, III David M. Richardson
Trustee and not individually Trustee and not individually
/s/ K. Dun Gifford /s Russell A. Salton, III
- ----------------------------- -----------------------------
K. Dun Gifford Russell A. Salton, III
Trustee and not individually Trustee and not individually
/s/ James S. Howell /s/ Michael S. Scofield
- ----------------------------- -----------------------------
James S. Howell Michael S. Scofield
Trustee and not individually Trustee and not individually
/s/ Leroy Keith, Jr /s/ Richard J. Shima
- ----------------------------- -----------------------------
Leroy Keith, Jr. Richard J. Shima
Trustee and not individually Trustee and not individually
/s/ Gerald M. McDonnell /s/ William W. Pettit
- ----------------------------- -----------------------------
Gerald M. McDonnell William W. Pettit
Trustee and not individually Trustee and not individually
THE PRINCIPAL PLACE OF BUSINESS
OF THE TRUST IS:
200 Berkeley Street
Boston, Massachusetts 02116
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BY-LAWS
OF
EVERGREEN VARIABLE TRUST
A DELAWARE BUSINESS TRUST
<PAGE>
TABLE OF CONTENTS
INTRODUCTION.................................................................1
A. Agreement and Declaration of Trust...............................1
B. Definitions......................................................1
ARTICLE I OFFICES...........................................................1
Section 1. Principal Office.........................................1
Section 2. Delaware Office..........................................1
Section 3. Other Offices............................................1
ARTICLE II MEETINGS OF SHAREHOLDERS.........................................1
Section 1. Place of Meetings........................................1
Section 2. Call of Meetings.........................................2
Section 3. Notice of Meetings of Shareholders.......................2
Section 4. Manner of Giving Notice: Affidavit of Notice.............2
Section 5. Adjourned Meeting; Notice................................3
Section 6. Voting...................................................3
Section 7. Waiver of Notice; Consent of Absent Shareholders.........3
Section 8. Shareholder Action by Written Consent Without a Meeting..4
Section 9. Record Date for Shareholder Notice; Voting and Giving
Consents.................................................4
Section 10. Proxies.................................................5
Section 11. Inspectors of Election..................................5
ARTICLE III TRUSTEES........................................................6
Section 1. Powers...................................................6
Section 2. Number of Trustees.......................................6
Section 3. Vacancies................................................6
Section 4. Chair....................................................6
Section 5. Place of Meetings and Meetings by Telephone..............7
Section 6. Regular Meetings.........................................7
Section 7. Special Meetings.........................................7
Section 8. Quorum...................................................7
Section 9. Waiver of Notice.........................................8
Section 10. Adjournment.............................................8
Section 11. Notice of Adjournment...................................8
Section 12. Action Without a Meeting................................8
Section 13. Fees and Compensation of Trustees.......................8
Section 14. Delegation of Power to Other Trustees...................8
ARTICLE IV COMMITTEES.......................................................9
Section 1. Committees of Trustees...................................9
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Section 2. Meetings and Action of Committees.........................9
ARTICLE V OFFICERS..........................................................10
Section 1. Officers.................................................10
Section 2. Election of Officers.....................................10
Section 3. Subordinate Officers.....................................10
Section 4. Removal and Resignation of Officers......................10
Section 5. Vacancies in Offices.....................................10
Section 6. President................................................10
Section 7. Vice Presidents..........................................11
Section 8. Secretary................................................11
Section 9. Treasurer................................................11
ARTICLE VI INSPECTION OF RECORDS AND REPORTS................................12
Section 1. Inspection by Shareholders...............................12
Section 2. Inspection by Trustees...................................12
ARTICLE VII GENERAL MATTERS.................................................12
Section 1. Checks, Drafts, Evidences of Indebtedness................12
Section 2. Contracts and Instruments: How Executed..................13
Section 3. Fiscal Year..............................................13
Section 4. Seal.....................................................13
ARTICLE VIII AMENDMENTS.....................................................13
Section 1. Amendment................................................13
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<PAGE>
BY-LAWS
OF
EVERGREEN VARIABLE TRUST
A DELAWARE BUSINESS TRUST
INTRODUCTION
A. AGREEMENT AND DECLARATION OF TRUST. These By-Laws shall be subject
to the Agreement and Declaration of Trust, as from time to time in effect (the
"Declaration of Trust"), of Evergreen Variable Trust, a Delaware business trust
(the "Trust"). In the event of any inconsistency between the terms hereof and
the terms of the Declaration of Trust, the terms of the Declaration of Trust
shall control.
B. DEFINITIONS. Capitalized terms used herein and not herein defined
are used as defined in the Declaration of Trust.
ARTICLE I OFFICES
Section 1. PRINCIPAL OFFICE. The Trustees shall fix and, from time to
time, may change the location of the principal executive office of the Trust at
any place within or outside the State of Delaware.
Section 2. DELAWARE OFFICE. The Trustees shall establish a registered
office in the State of Delaware and shall appoint as the Trust's registered
agent for service of process in the State of Delaware an individual who is a
resident of the State of Delaware or a Delaware corporation or a corporation
authorized to transact business in the State of Delaware; in each case the
business office of such registered agent for service of process shall be
identical with the registered Delaware office of the Trust.
Section 3. OTHER OFFICES. The Trustees may at any time establish branch
or subordinate offices at any place or places within or outside the State of
Delaware where the Trust intends to do business.
ARTICLE II MEETINGS OF SHAREHOLDERS
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Section 1. PLACE OF MEETINGS. Meetings of Shareholders shall be held at
any place designated by the Trustees. In the absence of any such designation,
Shareholders' meetings shall be held at the principal executive office of the
Trust.
Section 2. CALL OF MEETINGS. There shall be no annual Shareholders'
meetings. Special meetings of the Shareholders may be called at any time by the
Trustees, the President or any other officer designated for the purpose by the
Trustees, for the purpose of seeking action upon any matter requiring the vote
or authority of the Shareholders as herein provided or provided in the
Declaration of Trust or upon any other matter as to which such vote or authority
is deemed by the Trustees or the President to be necessary or desirable. To the
extent required by the Investment Company Act of 1940, as amended ("1940 Act"),
meetings of the Shareholders for the purpose of voting on the removal of any
Trustee shall be called promptly by the Trustees.
Section 3. NOTICE OF MEETINGS OF SHAREHOLDERS. All notices of meetings
of Shareholders shall be sent or otherwise given to Shareholders in accordance
with Section 4 of this Article II not less than ten (10) nor more than ninety
(90) days before the date of the meeting. The notice shall specify (i) the
place, date and hour of the meeting, and (ii) the general nature of the business
to be transacted.
Section 4. MANNER OF GIVING NOTICE: AFFIDAVIT OF NOTICE. Notice of any
meeting of Shareholders shall be (i) given either by hand delivery, first-class
mail, telegraphic or other written communication, charges prepaid, and (ii)
addressed to the Shareholder at the address of that Shareholder appearing on the
books of the Trust or its transfer agent or given by the Shareholder to the
Trust for the purpose of notice. If no such address appears on the Trust's books
or is not given to the Trust, notice shall be deemed to have been given if sent
to that Shareholder by first class mail or telegraphic or other written
communication to the Trust's principal executive office, or if published at
least once in a newspaper of general circulation in the county where that office
is located. Notice shall be deemed to have been given at the time when delivered
personally or deposited in the mail or sent by telegram or other means of
written communication or, where notice is given by publication, on the date of
publication.
An affidavit of the mailing or other means of giving any notice of any
meeting of Shareholders shall be filed and maintained in the minute book of the
Trust.
Section 5. ADJOURNED MEETING; NOTICE. Any meeting of Shareholders,
whether or not a quorum is present, may be adjourned from time to time by: (a)
the vote of the majority of the Shares represented at that meeting, either in
person or by proxy; or (b) in his or her discretion by the chair of the meeting.
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When any meeting of Shareholders is adjourned to another time or place,
notice need not be given of the adjourned meeting at which the adjournment is
taken, unless a new record date of the adjourned meeting is fixed. Notice of any
such adjourned meeting shall be given to each Shareholder of record entitled to
vote at the adjourned meeting in accordance with the provisions of Sections 3
and 4 of this Article II. At any adjourned meeting, any business may be
transacted which might have been transacted at the original meeting.
Section 6. VOTING. The Shareholders entitled to vote at any meeting of
Shareholders shall be determined in accordance with the provisions of the
Declaration of Trust of the Trust, as in effect at such time. The Shareholders'
vote may be by voice vote or by ballot, provided, however, that any election for
Trustees must be by ballot if demanded by any Shareholder before the voting has
begun.
Section 7. WAIVER OF NOTICE; CONSENT OF ABSENT SHAREHOLDERS. The
transaction of business and any actions taken at a meeting of Shareholders,
however called and noticed and wherever held, shall be as valid as though taken
at a meeting duly held after regular call and notice provided a quorum is
present either in person or by proxy at the meeting of Shareholders and if
either before or after the meeting, each Shareholder entitled to vote who was
not present in person or by proxy at the meeting of the Shareholders signs a
written waiver of notice or a consent to a holding of the meeting or an approval
of the minutes. The waiver of notice or consent need not specify either the
business to be transacted or the purpose of any meeting of Shareholders.
Attendance by a Shareholder at a meeting of Shareholders shall
constitute a waiver of notice of that meeting, except if the Shareholder objects
at the beginning of the meeting to the transaction of any business because the
meeting is not lawfully called or convened and except that attendance at a
meeting of Shareholders is not a waiver of any right to object to the
consideration of matters not included in the notice of the meeting of
Shareholders if that objection is expressly made at the beginning of the
meeting.
Section 8. SHAREHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING.
Except as provided in the Declaration of Trust, any action that may be taken at
any meeting of Shareholders may be taken without a meeting and without prior
notice if a consent in writing setting forth the action to be taken is signed by
the holders of outstanding Shares having not less than the minimum number of
votes that would be necessary to authorize or take that action at a meeting, at
which all Shares entitled to vote on that action were present and voted,
provided, however, that the Shareholders receive any necessary Information
Statement or other necessary documentation in conformity with the requirements
of the Securities Exchange Act
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of 1934 or the rules or regulations thereunder. All such consents shall be filed
with the Secretary of the Trust and shall be maintained in the Trust's records.
Any Shareholder giving a written consent or the Shareholder's proxy holders or a
transferee of the Shares or a personal representative of the Shareholder or
their respective proxy holders may revoke the Shareholder's written consent by a
writing received by the Secretary of the Trust before written consents of the
number of Shares required to authorize the proposed action have been filed with
the Secretary.
If the consents of all Shareholders entitled to vote have not been
solicited in writing and if the unanimous written consent of all such
Shareholders shall not have been received, the Secretary shall give prompt
notice of the action approved by the Shareholders without a meeting. This notice
shall be given in the manner specified in Section 4 of this Article II.
Section 9. RECORD DATE FOR SHAREHOLDER NOTICE; VOTING AND GIVING
CONSENTS.
(a) For purposes of determining the Shareholders entitled to vote or
act at any meeting or adjournment thereof, the Trustees may fix in advance a
record date which shall not be more than ninety (90) days nor less than ten (10)
days before the date of any such meeting. Without fixing a record date for a
meeting, the Trustees may for voting and notice purposes close the register or
transfer books for one or more Series (or Classes) for all or any part of the
period between the earliest date on which a record date for such meeting could
be set in accordance herewith and the date of such meeting.
If the Trustees do not so fix a record date or close the register or
transfer books of the affected Series or Classes, the record date for
determining Shareholders entitled to notice of or to vote at a meeting of
Shareholders shall be the close of business on the business day next preceding
the day on which notice is given or if notice is waived, at the close of
business on the business day next preceding the day on which the meeting is
held.
(b) The record date for determining Shareholders entitled to give
consent to action in writing without a meeting, (a) when no prior action of the
Trustees has been taken, shall be the day on which the first written consent is
given, or (b) when prior action of the Trustees has been taken, shall be (i)
such date as determined for that purpose by the Trustees, which record date
shall not precede the date upon which the resolution fixing it is adopted by the
Trustees and shall not be more than twenty (20) days after the date of such
resolution, or (ii) if no record date is fixed by the Trustees, the record date
shall be the close of business on the day on which the Trustees adopt the
resolution relating to that action. Nothing in this Section shall be constituted
as precluding the Trustees from setting different
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<PAGE>
record dates for different Series or Classes. Only Shareholders of record on the
record date as herein determined shall have any right to vote or to act at any
meeting or give consent to any action relating to such record date,
notwithstanding any transfer of Shares on the books of the Trust after such
record date.
Section 10. PROXIES. Subject to the provisions of the Declaration of
Trust, every Person entitled to vote for Trustees or on any other matter shall
have the right to do so either in person or by proxy, provided that either (i)
an instrument authorizing such a proxy to act is executed by the Shareholder in
writing and dated not more than eleven (11) months before the meeting, unless
the instrument specifically provides for a longer period or (ii) the Trustees
adopt an electronic, telephonic, computerized or other alternative to the
execution of a written instrument authorizing the proxy to act, and such
authorization is received not more than eleven (11) months before the meeting. A
proxy shall be deemed executed by a Shareholder if the Shareholder's name is
placed on the proxy (whether by manual signature, typewriting, telegraphic
transmission or otherwise) by the Shareholder or the Shareholder's
attorney-in-fact. A valid proxy which does not state that it is irrevocable
shall continue in full force and effect unless (i) revoked by the Person
executing it before the vote pursuant to that proxy is taken, (a) by a writing
delivered to the Trust stating that the proxy is revoked, or (b) by a subsequent
proxy executed by such Person, or (c) attendance at the meeting and voting in
person by the Person executing that proxy, or (d) revocation by such Person
using any electronic, telephonic, computerized or other alternative means
authorized by the Trustees for authorizing the proxy to act; or (ii) written
notice of the death or incapacity of the maker of that proxy is received by the
Trust before the vote pursuant to that proxy is counted. A proxy with respect to
Shares held in the name of two or more Persons shall be valid if executed by any
one of them unless at or prior to exercise of the proxy the Trust receives a
specific written notice to the contrary from any one of the two or more Persons.
A proxy purporting to be executed by or on behalf of a Shareholder shall be
deemed valid unless challenged at or prior to its exercise and the burden of
proving invalidity shall rest on the challenger.
Section 11. INSPECTORS OF ELECTION. Before any meeting of
Shareholders, the Trustees may appoint any persons other than nominees for
office to act as inspectors of election at the meeting or its adjournments. If
no inspectors of election are so appointed, the Chairman of the meeting may
appoint inspectors of election at the meeting. The number of inspectors shall be
two (2). If any person appointed as inspector fails to appear or fails or
refuses to act, the Chairman of the meeting may appoint a person to fill the
vacancy.
These inspectors shall:
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(a) Determine the number of Shares outstanding and the voting
power of each, the Shares represented at the meeting, the
existence of a quorum and the authenticity, validity and
effect of proxies;
(b) Receive votes, ballots or consents;
(c) Hear and determine all challenges and questions in any way
arising in connection with the right to vote;
(d) Count and tabulate all votes or consents;
(e) Determine when the polls shall close;
(f) Determine the result; and
(g) Do any other acts that may be proper to conduct the election
or vote with fairness to all Shareholders.
ARTICLE III TRUSTEES
Section 1. POWERS. Subject to the applicable provisions of the 1940
Act, the Declaration of Trust and these By-Laws relating to action required to
be approved by the Shareholders, the business and affairs of the Trust shall be
managed and all powers shall be exercised by or under the direction of the
Trustees.
Section 2. NUMBER OF TRUSTEES. The exact number of Trustees within the
limits specified in the Declaration of Trust shall be fixed from time to time by
a resolution of the Trustees.
Section 3. VACANCIES. Vacancies in the authorized number of Trustees
may be filled as provided in the Declaration of Trust.
Section 4. CHAIR. The Trustees shall have the power to appoint from
among the members of the Boards of Trustees a Chair. Such appointment shall be
by majority vote of the Trustees. Such Chair shall serve until his or her
successor is appointed or until his or her earlier death, resignation or
removal. The Chair shall preside at meetings of the Trustees and shall, subject
to the control of the Trustees, perform such other powers and duties as may be
from time to time assigned to him or her by the Trustees or prescribed by the
Declaration of Trust or these By-Laws, consistent with his or her position. The
Chair need not be a Shareholder.
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Section 5. PLACE OF MEETINGS AND MEETINGS BY TELEPHONE. All meetings of
the Trustees may be held at any place that has been selected from time to time
by the Trustees. In the absence of such an election, regular meetings shall be
held at the principal executive office of the Trust. Subject to any applicable
requirements of the 1940 Act, any meeting, regular or special, may be held by
conference telephone or similar communication equipment, so long as all Trustees
participating in the meeting can hear one another and all such Trustees shall be
deemed to be present in person at the meeting.
Section 6. REGULAR MEETINGS. Regular meetings of the Trustees shall be
held without call at such time as shall from time to time be fixed by the
Trustees. Such regular meetings may be held without notice.
Section 7. SPECIAL MEETINGS. Special meetings of the Trustees for any
purpose or purposes may be called at any time by the Chair, the President or the
Secretary or any two (2) Trustees.
Notice of the time and place of special meetings shall be delivered
personally or by telephone to each Trustee or sent by first-class mail, by
telegram or telecopy (or similar electronic means) or, by nationally recognized
overnight courier, charges prepaid, addressed to each Trustee at that Trustee's
address as it is shown on the records of the Trust. If the notice is mailed, it
shall be deposited in the United States mail at least seven (7) calendar days
before the time of the holding of the meeting. If the notice is delivered
personally or by telephone or by telegram, telecopy (or similar electronic
means), or overnight courier, it shall be given at least forty eight (48) hours
before the time of the holding of the meeting. Any oral notice given personally
or by telephone must be communicated only to the Trustee. The notice need not
specify the purpose of the meeting or the place of the meeting, if the meeting
is to be held at the principal executive office of the Trust. Notice of a
meeting need not be given to any Trustee if a written waiver of notice, executed
by such Trustee before or after the meeting, is filed with the records of the
meeting, or to any Trustee who attends the meeting without protesting, prior
thereto or at its commencement, the Iack of notice to such Trustee.
Section 8. QUORUM. Twenty-five percent (25%) of the Trustees shall
constitute a quorum for the transaction of business, except to adjourn as
provided in Section 10 of this Article III. Every act or decision done or made
by a majority of the Trustees present at a meeting duly held at which a quorum
is present shall be regarded as the act of the Trustees, subject to the
provisions of the Declaration of Trust. A meeting at which a quorum is initially
present may continue to transact business notwithstanding the withdrawal of
Trustees if any action taken is approved by at least a majority of the required
quorum for that meeting.
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Section 9. WAIVER OF NOTICE. Notice of any meeting need not be given to
any Trustee who either before or after the meeting signs a written waiver of
notice, a consent to holding the meeting, or an approval of the minutes. The
waiver of notice or consent need not specify the purpose of the meeting. All
such waivers, consents, and approvals shall be filed with the records of the
Trust or made a part of the minutes of the meeting. Notice of a meeting shall
also be deemed given to any Trustee who attends the meeting without protesting,
prior to or at its commencement, the lack of notice to that Trustee.
Section 10. ADJOURNMENT. A majority of the Trustees present, whether or
not constituting a quorum, may adjourn any meeting to another time and place.
Section 11. NOTICE OF ADJOURNMENT. Notice of the time and place of
holding an adjourned meeting need not be given.
Section 12. ACTION WITHOUT A MEETING. Unless the 1940 Act requires that
a particular action be taken only at a meeting at which the Trustees are present
in person, any action to be taken by the Trustees at a meeting may be taken
without such meeting by the written consent of a majority of the Trustees then
in office. Any such written consent may be executed and given by telecopy or
similar electronic means. Such written consents shall be filed with the minutes
of the proceedings of the Trustees. If any action is so taken by the Trustees by
the written consent of less than all of the Trustees, prompt notice of the
taking of such action shall be furnished to each Trustee who did not execute
such written consent, provided that the effectiveness of such action shall not
be impaired by any delay or failure to furnish such notice.
Section 13. FEES AND COMPENSATION OF TRUSTEES. Trustees and members of
committees may receive such compensation, if any, for their services and such
reimbursement of expenses as may be fixed or determined by resolution of the
Trustees. This Section 13 of Article III shall not be construed to preclude any
Trustee from serving the Trust in any other capacity as an officer, agent,
employee, or otherwise and receiving compensation for those services.
Section 14. DELEGATION OF POWER TO OTHER TRUSTEES. Any Trustee may, by
power of attorney, delegate his or her power for a period not exceeding one (1)
month at any one time to any other Trustee. Except where applicable law may
require a Trustee to be present in person, a Trustee represented by another
Trustee, pursuant to such power of attorney, shall be deemed to be present for
purpose of establishing a quorum and satisfying the required majority vote.
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ARTICLE IV COMMITTEES
Section 1. COMMITTEES OF TRUSTEES. The Trustees may by resolution
designate one or more committees, each consisting of two (2) or more Trustees,
to serve at the pleasure of the Trustees. The Trustees may designate one or more
Trustees as alternate members of any committee who may replace any absent member
at any meeting of the committee. Any committee, to the extent provided for by
resolution of the Trustees, shall have the authority of the Trustees, except
with respect to:
(a) the approval of any action which under applicable law requires
approval by a majority of the Trustees or certain Trustees;
(b) the filling of vacancies of Trustees;
(c) the fixing of compensation of the Trustees for services
generally or as a member of any committee;
(d) the amendment or termination of the Declaration of Trust or
any Series or Class or the amendment of the By-Laws or the
adoption of new By-Laws;
(e) the amendment or repeal of any resolution of the Trustees
which by its express terms is not so amendable or repealable;
(f) a distribution to the Shareholders of the Trust, except at a
rate or in a periodic amount or within a designated range
determined by the Trustees; or
(g) the appointment of any other committees of the Trustees or the
members of such new committees.
Section 2. MEETINGS AND ACTION OF COMMITTEES. Meetings and action of
committees shall be governed by, held and taken in accordance with the
provisions of Article III of these By-Laws, with such changes in the context
thereof as are necessary to substitute the committee and its members for the
Trustees generally, except that the time of regular meetings of committees may
be determined either by resolution of the Trustees or by resolution of the
committee. Special meetings of committees may also be called by resolution of
the Trustees. Alternate members shall be given notice of meetings of committees
and shall have the right to attend all meetings of committees. The Trustees may
adopt rules for the governance of any committee not inconsistent with the
provisions of these By-Laws.
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ARTICLE V OFFICERS
Section 1. OFFICERS. The officers of the Trust shall be a President, a
Secretary, and a Treasurer. The Trust may also have, at the discretion of the
Trustees, one or more Vice Presidents, one or more Assistant Secretaries, one or
more Assistant Treasurers, and such other officers as may be appointed in
accordance with the provisions of Section 3 of this Article V. Any number of
offices may be held by the same person. Any officer may be, but need not be, a
Trustee or Shareholder.
Section 2. ELECTION OF OFFICERS. The officers of the Trust, except such
officers as may be appointed in accordance with the provisions of Section 3 or
Section 5 of this Article V, shall be chosen by the Trustees, and each shall
serve at the pleasure of the Trustees, subject to the rights, if any, of an
officer under any contract of employment.
Section 3. SUBORDINATE OFFICERS. The Trustees may appoint and may
empower the President to appoint such other officers as the business of the
Trust may require, each of whom shall hold office for such period, have such
authority and perform such duties as are provided in these By-Laws or as the
Trustees may from time to time determine.
Section 4. REMOVAL AND RESIGNATION OF OFFICERS. Subject to the rights,
if any, of an officer under any contract of employment, any officer may be
removed, either with or without cause, by the Trustees at any regular or special
meeting of the Trustees or by such officer upon whom such power of removal may
be conferred by the Trustees.
Any officer may resign at any time by giving written notice to the
Trust. Any resignation shall take effect at the date of the receipt of that
notice or at any later time specified in that notice; and unless otherwise
specified in that notice, the acceptance of the resignation shall not be
necessary to make it effective. Any resignation is without prejudice to the
rights, if any, of the Trust under any contract to which the officer is a party.
Section 5. VACANCIES IN OFFICES. A vacancy in any office because of
death, resignation, removal, disqualification or other cause shall be filled in
the manner prescribed in these By-Laws for regular appointment to that office.
The President may make temporary appointments to a vacant office pending action
by the Trustees.
Section 6. PRESIDENT. The President shall be the chief operating and
chief executive officer of the Trust and shall, subject to the control of the
Trustees, have
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general supervision, direction and control of the business and the officers of
the Trust. He or she or his or her designee, shall preside at all meetings of
the Shareholders. He or she shall have the general powers and duties of a
president of a corporation and shall have such other powers and duties as may be
prescribed by the Trustees, the Declaration of Trust or these By-Laws.
Section 7. VICE PRESIDENTS. In the absence or disability of the
President, any Vice President, unless there is an Executive Vice President,
shall perform all the duties of the President and when so acting shall have all
powers of and be subject to all the restrictions upon the President. The
Executive Vice President or Vice Presidents, whichever the case may be, shall
have such other powers and shall perform such other duties as from time to time
may be prescribed for them respectively by the Trustees or the President or by
these By-Laws.
Section 8. SECRETARY. The Secretary shall keep or cause to be kept at
the principal executive office of the Trust, or such other place as the Trustees
may direct, a book of minutes of all meetings and actions of Trustees,
committees of Trustees and Shareholders with the time and place of holding,
whether regular or special, and if special, how authorized, the notice given,
the names of those present at Trustees' meetings or committee meetings, the
number of Shares present or represented at meetings of Shareholders and the
proceedings of the meetings.
The Secretary shall keep or cause to be kept at the principal
executive office of the Trust or at the office of the Trust's transfer agent or
registrar, a share register or a duplicate share register showing the names of
all Shareholders and their addresses, the number and classes of Shares held by
each, the number and date of certificates issued for the same and the number and
date of cancellation of every certificate surrendered for cancellation.
The Secretary shall give or cause to be given notice of all meetings of
the Shareholders and of the Trustees (or committees thereof) required to be
given by these By-Laws or by applicable law and shall have such other powers and
perform such other duties as may be prescribed by the Trustees or by these
By-Laws.
Section 9. TREASURER. The Treasurer shall be the chief financial
officer and chief accounting officer of the Trust and shall keep and maintain or
cause to be kept and maintained adequate and correct books and records of
accounts of the properties and business transactions of the Trust and each
Series or Class thereof, including accounts of the assets, liabilities,
receipts, disbursements, gains, losses, capital and retained earnings of all
Series or Classes thereof. The books of account shall at all reasonable times be
open to inspection by any Trustee.
-11-
<PAGE>
The Treasurer shall deposit all monies and other valuables in the name
and to the credit of the Trust with such depositaries as may be designated by
the Board of Trustees. He or she shall disburse the funds of the Trust as may be
ordered by the Trustees, shall render to the President and Trustees, whenever
they request it, an account of all of his or her transactions as chief financial
officer and of the financial condition of the Trust and shall have other powers
and perform such other duties as may be prescribed by the Trustees or these
By-Laws.
ARTICLE VI INSPECTION OF RECORDS AND REPORTS
Section 1. INSPECTION BY SHAREHOLDERS. The Trustees shall from time to
time determine whether and to what extent, and at what times and places, and
under what conditions and regulations the accounts and books of the Trust or any
of them shall be open to the inspection of the Shareholders; and no Shareholder
shall have any right to inspect any account or book or document of the Trust
except as conferred by law or otherwise by the Trustees or by resolution of the
Shareholders.
Section 2. INSPECTION BY TRUSTEES. Every Trustee shall have the
absolute right at any reasonable time to inspect all books, records, and
documents of every kind and the physical properties of the Trust. This
inspection by a Trustee may be made in person or by an agent or attorney and the
right of inspection includes the right to copy and make extracts of documents.
ARTICLE VII GENERAL MATTERS
Section 1. CHECKS, DRAFTS, EVIDENCES OF INDEBTEDNESS. All checks,
drafts, or other orders for payment of money, notes or other evidences of
indebtedness issued in the name of or payable to the Trust shall be signed or
endorsed in such manner and by such person or persons as shall be designated
from time to time in accordance with the resolution of the Board of Trustees.
Section 2. CONTRACTS AND INSTRUMENTS: HOW EXECUTED. The Trustees,
except as otherwise provided in these By-Laws, may authorize any officer or
officers, agent or agents, to enter into any contract or execute any instrument
in the name of and on behalf of the Trust and this authority may be general or
confined to specific instances; and unless so authorized or ratified by the
Trustees or within the agency power of an officer, no officer, agent, or
employee shall have any power or authority to bind the Trust by any contract or
engagement or to pledge its credit or to render it liable for any purpose or for
any amount.
-12-
<PAGE>
Section 3. FISCAL YEAR. The fiscal year of each series of the Trust
shall be fixed and refixed or changed from time to time by the Trustees.
Section 4. SEAL. The seal of the Trust shall consist of a flat-faced
dye with the name of the Trust cut or engraved thereon. However, unless
otherwise required by the Trustees, the seal shall not be necessary to be placed
on, and its absence shall not impair the validity of, any document, instrument
or other paper executed and delivered by or on behalf of the Trust.
ARTICLE VIII AMENDMENTS
Section 1. AMENDMENT. Except as otherwise provided by applicable law or
by the Declaration of Trust, these By-Laws may be restated, amended,
supplemented or repealed by a majority vote of the Trustees.
-13-
INVESTMENT ADVISORY AND MANAGEMENT AGREEMENT
AGREEMENT made the 23rd day of December 1997, by and between EVERGREEN
VARIABLE ANNUITY TRUST, a Delaware business trust (the "Trust") and FIRST UNION
NATIONAL BANK, a national banking association (the "Adviser").
WHEREAS, the Trust and the Adviser wish to enter into an Agreement
setting forth the terms on which the Adviser will perform certain services for
the Trust, its series of shares as listed on Schedule 1 to this Agreement and
each series of shares subsequently issued by the Trust (each singly a "Fund" or
collectively the "Funds").
THEREFORE, in consideration of the promises and the mutual agreements
hereinafter contained, the Trust and the Adviser agree as follows:
1. (a) The Trust hereby employs the Adviser to manage and administer
the operation of the Trust and each of its Funds, to supervise the provision of
the services to the Trust and each of its Funds by others, and to manage the
investment and reinvestment of the assets of each Fund of the Trust in
conformity with such Fund's investment objectives and restrictions as may be set
forth from time to time in the Fund's then current prospectus and statement of
additional information, if any, and other governing documents, all subject to
the supervision of the Board of Trustees of the Trust, for the period and on the
terms set forth in this Agreement. The Adviser hereby accepts such employment
and agrees during such period, at its own expense, to render the services and to
assume the obligations set forth herein, for the compensation provided herein.
The Adviser shall for all purposes herein be deemed to be an independent
contractor and shall, unless otherwise expressly provided or authorized, have no
authority to act for or represent the Trust in any way or otherwise be deemed an
agent of the Trust.
(b) In the event that the Trust establishes one or more Funds, in
addition to the Funds listed on Schedule 1, for which it wishes the Adviser to
perform services hereunder, it shall notify the Adviser in writing. If the
Adviser is willing to render such services, it shall notify the Trust in writing
and such Fund shall become a Fund hereunder and the compensation payable to the
Adviser by the new Fund will be as agreed in writing at the time.
2. The Adviser shall place all orders for the purchase and sale of
portfolio securities for the account of each Fund with broker-dealers selected
by the Adviser. In executing portfolio transactions and selecting
broker-dealers, the Adviser will use its best efforts to seek best execution on
behalf of each Fund. In assessing the best execution available for any
transaction, the Adviser shall consider all factors it deems relevant, including
the breadth of the market in the security, the price of the security, the
financial condition and execution capability of the broker-dealer, and the
reasonableness of the commission, if any (all for the specific transaction and
on a continuing basis). In evaluating the best execution available, and in
selecting the broker-dealer to execute a particular transaction, the Adviser may
also consider
1
<PAGE>
the brokerage and research services (as those terms are used in Section 28(e) of
the Securities Exchange Act of 1934 (the "1934 Act")) provided to a Fund and/or
other accounts over which the Adviser or an affiliate of the Adviser exercises
investment discretion. The Adviser is authorized to pay a broker-dealer who
provides such brokerage and research services a commission for executing a
portfolio transaction for a Fund which is in excess of the amount of commission
another broker-dealer would have charged for effecting that transaction if, but
only if, the Adviser determines in good faith that such commission was
reasonable in relation to the value of the brokerage and research services
provided by such broker-dealer viewed in terms of that particular transaction or
in terms of all of the accounts over which investment discretion is so
exercised.
3. The Adviser, at its own expense, shall furnish to the Trust office
space in the offices of the Adviser or in such other place as may be agreed upon
by the parties from time to time, all necessary office facilities, equipment and
personnel in connection with its services hereunder, and shall arrange, if
desired by the Trust, for members of the Adviser's organization to serve without
salaries from the Trust as officers or, as may be agreed from time to time, as
agents of the Trust. The Adviser assumes and shall pay or reimburse the Trust
for:
(a) the compensation (if any) of the Trustees of the Trust who are
affiliated with the Adviser or with its affiliates, or with any adviser retained
by the Adviser, and of all officers of the Trust as such; and
(b) all expenses of the Adviser incurred in connection with its
services hereunder.
The Trust assumes and shall pay all other expenses of the Trust and its
Funds, including, without limitation:
(a) all charges and expenses of any custodian or depository appointed
by the Trust for the safekeeping of the cash, securities and other property of
any of its Funds;
(b) all charges and expenses for bookkeeping and auditors;
(c) all charges and expenses of any transfer agents and registrars
appointed by the Trust;
(d) all fees of all Trustees of the Trust who are not affiliated with
the Adviser or any of its affiliates, or with any adviser retained by the
Adviser;
(e) all brokers' fees, expenses, and commissions and issue and transfer
taxes chargeable to a Fund in connection with transactions involving securities
and other property to which the Fund is a party;
(f) all costs and expenses of distribution of shares of its Funds
incurred pursuant to Plans of Distribution adopted under Rule 12b-1 under the
Investment Company Act of 1940 ("1940 Act");
(g) all taxes and trust fees payable by the Trust or its Funds to
Federal, state, or other governmental agencies;
(h) all costs of certificates representing shares of the Trust or its
Funds;
2
<PAGE>
(i) all fees and expenses involved in registering and maintaining
registrations of the Trust, its Funds and of their shares with the Securities
and Exchange Commission (the
3
<PAGE>
"Commission") and registering or qualifying the Funds' shares under state or
other securities laws, including, without limitation, the preparation and
printing of registration statements, prospectuses, and statements of additional
information for filing with the Commission and other authorities;
(j) expenses of preparing, printing, and mailing prospectuses and
statements of additional information to shareholders of each Fund of the Trust;
(k) all expenses of shareholders' and Trustees' meetings and of
preparing, printing, and mailing notices, reports, and proxy materials to
shareholders of the Funds;
(l) all charges and expenses of legal counsel for the Trust and its
Funds and for Trustees of the Trust in connection with legal matters relating to
the Trust and its Funds, including, without limitation, legal services rendered
in connection with the Trust and its Funds' existence, trust, and financial
structure and relations with its shareholders, registrations and qualifications
of securities under Federal, state, and other laws, issues of securities,
expenses which the Trust and its Funds have herein assumed, whether customary or
not, and extraordinary matters, including, without limitation, any litigation
involving the Trust and its Funds, its Trustees, officers, employees, or agents;
(m) all charges and expenses of filing annual and other reports with
the Commission and other authorities; and
(n) all extraordinary expenses and charges of the Trust and its Funds.
In the event that the Adviser provides any of these services or pays
any of these expenses, the Trust and any affected Fund will promptly reimburse
the Adviser therefor.
The services of the Adviser to the Trust and its Funds hereunder are
not to be deemed exclusive, and the Adviser shall be free to render similar
services to others.
4. As compensation for the Adviser's services to the Trust with respect
to each Fund during the period of this Agreement, the Trust will pay to the
Adviser a fee at the annual rate set forth on Schedule 2 for such Fund.
The Adviser's fee is computed as of the close of business on each
business day.
A pro rata portion of the Trust's fee with respect to a Fund shall be
payable in arrears at the end of each day or calendar month as the Adviser may
from time to time specify to the Trust. If and when this Agreement terminates,
any compensation payable hereunder for the period ending with the date of such
termination shall be payable upon such termination.
Amounts payable hereunder shall be promptly paid when due.
5. The Adviser may enter into an agreement to retain, at its own
expense, a firm or firms ("SubAdviser") to provide the Trust with respect to all
or any of its Funds all of the services to be provided by the Adviser hereunder,
if such agreement is approved as required by law. Such agreement may delegate to
such SubAdviser all of Adviser's rights, obligations, and duties hereunder.
4
<PAGE>
6. The Adviser shall not be liable for any error of judgment or mistake
of law or for any loss suffered by the Trust or any of its Funds in connection
with the performance of this Agreement, except a loss resulting from the
Adviser's willful misfeasance, bad faith, gross negligence, or from reckless
disregard by it of its obligations and duties under this Agreement. Any person,
even though also an officer, Director, partner, employee, or agent of the
Adviser, who may be or become an officer, Trustee, employee, or agent of the
Trust, shall be deemed, when rendering services to the Trust or any of its Funds
or acting on any business of the Trust or any of its Funds (other than services
or business in connection with the Adviser's duties hereunder), to be rendering
such services to or acting solely for the Trust or any of its Funds and not as
an officer, Director, partner, employee, or agent or one under the control or
direction of the Adviser even though paid by it.
7. The Trust shall cause the books and accounts of each of its Funds to
be audited at least once each year by a reputable independent public accountant
or organization of public accountant or organization of public accountants who
shall render a report to the Trust.
8. Subject to and in accordance with the Declaration of Trust of the
Trust, the governing documents of the Adviser and the governing documents of any
SubAdviser, it is understood that Trustees, Directors, officers, agents and
shareholders of the Trust or any Adviser are or may be interested in the Adviser
(or any successor thereof) as Directors and officers of the Adviser or its
affiliates, as stockholders of First Union Corporation or otherwise; that
Directors, officers and agents of the Adviser and its affiliates or stockholders
of First Union Corporation are or may be interested in the Trust or any Adviser
as Trustees, Directors, officers, shareholders or otherwise; that the Adviser
(or any such successor) is or may be interested in the Trust or any SubAdviser
as shareholder, or otherwise; and that the effect of any such adverse interests
shall be governed by the Declaration of Trust of the Trust, governing documents
of the Adviser and governing documents of any SubAdviser.
9. This Agreement shall continue in effect for two years from the date
set forth above and after such date (a) such continuance is specifically
approved at least annually by the Board of Trustees of the Trust or by a vote of
a majority of the outstanding voting securities of the Trust, and (b) such
renewal has been approved by the vote of the majority of Trustees of the Trust
who are not interested persons, as that term is defined in the 1940 Act, of the
Adviser or of the Trust, cast in person at a meeting called for the purpose of
voting on such approval.
10. On sixty days' written notice to the Adviser, this Agreement may be
terminated at any time without the payment of any penalty by the Board of
Trustees of the Trust or by vote of the holders of a majority of the outstanding
voting securities of any Fund with respect to that Fund; and on sixty days'
written notice to the Trust, this Agreement may be terminated at any time
without the payment of any penalty by the Adviser with respect to a Fund. This
Agreement shall automatically terminate upon its assignment (as that term is
5
<PAGE>
defined in the 1940 Act). Any notice under this Agreement shall be given in
writing, addressed and delivered, or mailed postage prepaid, to the other party
at the main office of such party.
11. This Agreement may be amended at any time by an instrument in
writing executed by both parties hereto or their respective successors, provided
that with regard to amendments of substance such execution by the Trust shall
have been first approved by the vote of the holders of a majority of the
outstanding voting securities of the affected Funds and by the vote of a
majority of Trustees of the Trust who are not interested persons (as that term
is defined in the 1940 Act) of the Adviser, any predecessor of the Adviser, or
of the Trust, cast in person at a meeting called for the purpose of voting on
such approval. A "majority of the outstanding voting securities" of the Trust or
the affected Funds shall have, for all purposes of this Agreement, the meaning
provided therefor in the 1940 Act.
12. Any compensation payable to the Adviser hereunder for any period
other than a full year shall be proportionately adjusted.
13. The provisions of this Agreement shall be governed, construed, and
enforced in accordance with the laws of the State of Delaware.
IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement as of the day and year first above written.
EVERGREEN VARIABLE
ANNUITY TRUST
By: /s/ William J. Tomko
--------------------------
NAME: William J. Tomko
TITLE: President
FIRST UNION NATIONAL BANK
By: /s/ T. Hal Clarke
----------------------------
NAME: T. Hal Clarke
TITLE: Senion Vice President
6
<PAGE>
SCHEDULE 1
Evergreen VA Aggressive Growth Fund
7
<PAGE>
SCHEDULE 2
As compensation for the Adviser's services to each Fund during the
period of this Agreement, each Fund will pay to the Adviser a fee at the annual
rate of:
I. Evergreen VA Aggressive Growth Fund
- --------------------------------------------------------------------------------
0.60 of 1% of Daily Net Assets of the Fund
8
INVESTMENT ADVISORY AND MANAGEMENT AGREEMENT
AGREEMENT made the 23rd day of December 1997, by and between EVERGREEN
VARIABLE ANNUITY TRUST, a Delaware business trust (the "Trust") and EVERGREEN
ASSET MANAGEMENT CORP., a New York corporation (the "Adviser").
WHEREAS, the Trust and the Adviser wish to enter into an Agreement
setting forth the terms on which the Adviser will perform certain services for
the Trust, its series of shares as listed on Schedule 1 to this Agreement and
each series of shares subsequently issued by the Trust (each singly a "Fund" or
collectively the "Funds").
THEREFORE, in consideration of the promises and the mutual agreements
hereinafter contained, the Trust and the Adviser agree as follows:
1. (a) The Trust hereby employs the Adviser to manage and administer
the operation of the Trust and each of its Funds, to supervise the provision of
the services to the Trust and each of its Funds by others, and to manage the
investment and reinvestment of the assets of each Fund of the Trust in
conformity with such Fund's investment objectives and restrictions as may be set
forth from time to time in the Fund's then current prospectus and statement of
additional information, if any, and other governing documents, all subject to
the supervision of the Board of Trustees of the Trust, for the period and on the
terms set forth in this Agreement. The Adviser hereby accepts such employment
and agrees during such period, at its own expense, to render the services and to
assume the obligations set forth herein, for the compensation provided herein.
The Adviser shall for all purposes herein be deemed to be an independent
contractor and shall, unless otherwise expressly provided or authorized, have no
authority to act for or represent the Trust in any way or otherwise be deemed an
agent of the Trust.
(b) In the event that the Trust establishes one or more Funds, in
addition to the Funds listed on Schedule 1, for which it wishes the Adviser to
perform services hereunder, it shall notify the Adviser in writing. If the
Adviser is willing to render such services, it shall notify the Trust in writing
and such Fund shall become a Fund hereunder and the compensation payable to the
Adviser by the new Fund will be as agreed in writing at the time.
2. The Adviser shall place all orders for the purchase and sale of
portfolio securities for the account of each Fund with broker-dealers selected
by the Adviser. In executing portfolio transactions and selecting
broker-dealers, the Adviser will use its best efforts to seek best execution on
behalf of each Fund. In assessing the best execution available for any
transaction, the Adviser shall consider all factors it deems relevant, including
the breadth of the market in the security, the price of the security, the
financial condition and execution capability of the broker-dealer, and the
reasonableness of the commission, if any (all for the specific transaction and
on a continuing basis). In evaluating the best execution available, and in
selecting the broker-dealer to execute a particular transaction, the Adviser may
also consider
1
<PAGE>
the brokerage and research services (as those terms are used in Section 28(e) of
the Securities Exchange Act of 1934 (the "1934 Act")) provided to a Fund and/or
other accounts over which the Adviser or an affiliate of the Adviser exercises
investment discretion. The Adviser is authorized to pay a broker-dealer who
provides such brokerage and research services a commission for executing a
portfolio transaction for a Fund which is in excess of the amount of commission
another broker-dealer would have charged for effecting that transaction if, but
only if, the Adviser determines in good faith that such commission was
reasonable in relation to the value of the brokerage and research services
provided by such broker-dealer viewed in terms of that particular transaction or
in terms of all of the accounts over which investment discretion is so
exercised.
3. The Adviser, at its own expense, shall furnish to the Trust office
space in the offices of the Adviser or in such other place as may be agreed upon
by the parties from time to time, all necessary office facilities, equipment and
personnel in connection with its services hereunder, and shall arrange, if
desired by the Trust, for members of the Adviser's organization to serve without
salaries from the Trust as officers or, as may be agreed from time to time, as
agents of the Trust. The Adviser assumes and shall pay or reimburse the Trust
for:
(a) the compensation (if any) of the Trustees of the Trust who are
affiliated with the Adviser or with its affiliates, or with any adviser retained
by the Adviser, and of all officers of the Trust as such; and
(b) all expenses of the Adviser incurred in connection with its
services hereunder.
The Trust assumes and shall pay all other expenses of the Trust and its
Funds, including, without limitation:
(a) all charges and expenses of any custodian or depository appointed
by the Trust for the safekeeping of the cash, securities and other property of
any of its Funds;
(b) all charges and expenses for bookkeeping and auditors;
(c) all charges and expenses of any transfer agents and registrars
appointed by the Trust;
(d) all fees of all Trustees of the Trust who are not affiliated with
the Adviser or any of its affiliates, or with any adviser retained by the
Adviser;
(e) all brokers' fees, expenses, and commissions and issue and transfer
taxes chargeable to a Fund in connection with transactions involving securities
and other property to which the Fund is a party;
(f) all costs and expenses of distribution of shares of its Funds
incurred pursuant to Plans of Distribution adopted under Rule 12b-1 under the
Investment Company Act of 1940 ("1940 Act");
(g) all taxes and trust fees payable by the Trust or its Funds to
Federal, state, or other governmental agencies;
(h) all costs of certificates representing shares of the Trust or its
Funds;
2
<PAGE>
(i) all fees and expenses involved in registering and maintaining
registrations of the Trust, its Funds and of their shares with the Securities
and Exchange Commission (the
3
<PAGE>
"Commission") and registering or qualifying the Funds' shares under state or
other securities laws, including, without limitation, the preparation and
printing of registration statements, prospectuses, and statements of additional
information for filing with the Commission and other authorities;
(j) expenses of preparing, printing, and mailing prospectuses and
statements of additional information to shareholders of each Fund of the Trust;
(k) all expenses of shareholders' and Trustees' meetings and of
preparing, printing, and mailing notices, reports, and proxy materials to
shareholders of the Funds;
(l) all charges and expenses of legal counsel for the Trust and its
Funds and for Trustees of the Trust in connection with legal matters relating to
the Trust and its Funds, including, without limitation, legal services rendered
in connection with the Trust and its Funds' existence, trust, and financial
structure and relations with its shareholders, registrations and qualifications
of securities under Federal, state, and other laws, issues of securities,
expenses which the Trust and its Funds have herein assumed, whether customary or
not, and extraordinary matters, including, without limitation, any litigation
involving the Trust and its Funds, its Trustees, officers, employees, or agents;
(m) all charges and expenses of filing annual and other reports with
the Commission and other authorities; and
(n) all extraordinary expenses and charges of the Trust and its Funds.
In the event that the Adviser provides any of these services or pays
any of these expenses, the Trust and any affected Fund will promptly reimburse
the Adviser therefor.
The services of the Adviser to the Trust and its Funds hereunder are
not to be deemed exclusive, and the Adviser shall be free to render similar
services to others.
4. As compensation for the Adviser's services to the Trust with respect
to each Fund during the period of this Agreement, the Trust will pay to the
Adviser a fee at the annual rate set forth on Schedule 2 for such Fund.
The Adviser's fee is computed as of the close of business on each
business day.
A pro rata portion of the Trust's fee with respect to a Fund shall be
payable in arrears at the end of each day or calendar month as the Adviser may
from time to time specify to the Trust. If and when this Agreement terminates,
any compensation payable hereunder for the period ending with the date of such
termination shall be payable upon such termination.
Amounts payable hereunder shall be promptly paid when due.
5. The Adviser may enter into an agreement to retain, at its own
expense, a firm or firms ("SubAdviser") to provide the Trust with respect to all
or any of its Funds all of the services to be provided by the Adviser hereunder,
if such agreement is approved as required by law. Such agreement may delegate to
such SubAdviser all of Adviser's rights, obligations, and duties hereunder.
4
<PAGE>
6. The Adviser shall not be liable for any error of judgment or mistake
of law or for any loss suffered by the Trust or any of its Funds in connection
with the performance of this Agreement, except a loss resulting from the
Adviser's willful misfeasance, bad faith, gross negligence, or from reckless
disregard by it of its obligations and duties under this Agreement. Any person,
even though also an officer, Director, partner, employee, or agent of the
Adviser, who may be or become an officer, Trustee, employee, or agent of the
Trust, shall be deemed, when rendering services to the Trust or any of its Funds
or acting on any business of the Trust or any of its Funds (other than services
or business in connection with the Adviser's duties hereunder), to be rendering
such services to or acting solely for the Trust or any of its Funds and not as
an officer, Director, partner, employee, or agent or one under the control or
direction of the Adviser even though paid by it.
7. The Trust shall cause the books and accounts of each of its Funds to
be audited at least once each year by a reputable independent public accountant
or organization of public accountant or organization of public accountants who
shall render a report to the Trust.
8. Subject to and in accordance with the Declaration of Trust of the
Trust, the governing documents of the Adviser and the governing documents of any
SubAdviser, it is understood that Trustees, Directors, officers, agents and
shareholders of the Trust or any Adviser are or may be interested in the Adviser
(or any successor thereof) as Directors and officers of the Adviser or its
affiliates, as stockholders of First Union Corporation or otherwise; that
Directors, officers and agents of the Adviser and its affiliates or stockholders
of First Union Corporation are or may be interested in the Trust or any Adviser
as Trustees, Directors, officers, shareholders or otherwise; that the Adviser
(or any such successor) is or may be interested in the Trust or any SubAdviser
as shareholder, or otherwise; and that the effect of any such adverse interests
shall be governed by the Declaration of Trust of the Trust, governing documents
of the Adviser and governing documents of any SubAdviser.
9. This Agreement shall continue in effect for two years from the date
set forth above and after such date (a) such continuance is specifically
approved at least annually by the Board of Trustees of the Trust or by a vote of
a majority of the outstanding voting securities of the Trust, and (b) such
renewal has been approved by the vote of the majority of Trustees of the Trust
who are not interested persons, as that term is defined in the 1940 Act, of the
Adviser or of the Trust, cast in person at a meeting called for the purpose of
voting on such approval.
10. On sixty days' written notice to the Adviser, this Agreement may be
terminated at any time without the payment of any penalty by the Board of
Trustees of the Trust or by vote of the holders of a majority of the outstanding
voting securities of any Fund with respect to that Fund; and on sixty days'
written notice to the Trust, this Agreement may be terminated at any time
without the payment of any penalty by the Adviser with respect to a Fund. This
Agreement shall automatically terminate upon its assignment (as that term is
5
<PAGE>
defined in the 1940 Act). Any notice under this Agreement shall be given in
writing, addressed and delivered, or mailed postage prepaid, to the other party
at the main office of such party.
11. This Agreement may be amended at any time by an instrument in
writing executed by both parties hereto or their respective successors, provided
that with regard to amendments of substance such execution by the Trust shall
have been first approved by the vote of the holders of a majority of the
outstanding voting securities of the affected Funds and by the vote of a
majority of Trustees of the Trust who are not interested persons (as that term
is defined in the 1940 Act) of the Adviser, any predecessor of the Adviser, or
of the Trust, cast in person at a meeting called for the purpose of voting on
such approval. A "majority of the outstanding voting securities" of the Trust or
the affected Funds shall have, for all purposes of this Agreement, the meaning
provided therefor in the 1940 Act.
12. Any compensation payable to the Adviser hereunder for any period
other than a full year shall be proportionately adjusted.
13. The provisions of this Agreement shall be governed, construed, and
enforced in accordance with the laws of the State of Delaware.
IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement as of the day and year first above written.
EVERGREEN VARIABLE
ANNUITY TRUST
By:/s/ William J. Tomko
---------------------------
NAME: William J. Tomko
TITLE: President
EVERGREEN ASSET MANAGEMENT
CORP.
By: /s/ T. Hal Clarke
--------------------------
NAME: T. Hal Clarke
TITLE: Senior Vice President
6
<PAGE>
SCHEDULE 1
Evergreen VA Fund
Evergreen VA Growth and Income Fund
Evergreen VA Foundation Fund
Evergreen VA Global Leaders Fund
Evergreen VA Small Cap Equity Income Fund
7
<PAGE>
SCHEDULE 2
As compensation for the Adviser's services to each Fund during the
period of this Agreement, each Fund will pay to the Adviser a fee at the annual
rate of:
I. Evergreen VA Fund, Evergreen VA Small Cap Equity Income Fund,
and Evergreen VA Growth and Income Fund
- --------------------------------------------------------------------------------
MANAGEMENT FEE DAILY NET ASSETS OF THE FUND
1% on the first $750,000,000; plus
0.90 of 1% on the next $250,000,000; plus
0.80 of 1% on amounts over $1,000,000,000
II. Evergreen VA Foundation Fund
- --------------------------------------------------------------------------------
MANAGEMENT FEE DAILY NET ASSETS OF THE FUND
0.875 of 1% of the first $750,000,000; and
0.75 of 1% of the next $250,000,000; and
0.70 of 1% of amounts over $1,000,000,000
III. Evergreen VA Global Leaders Fund
- --------------------------------------------------------------------------------
0.95 of 1% of Average Daily Net Assets of the Fund
8
INVESTMENT ADVISORY AND MANAGEMENT AGREEMENT
AGREEMENT made the 23rd day of December 1997, by and between EVERGREEN
VARIABLE ANNUITY TRUST, a Delaware business trust (the "Trust") and KEYSTONE
INVESTMENT MANAGEMENT COMPANY, a Delaware corporation (the "Adviser").
WHEREAS, the Trust and the Adviser wish to enter into an Agreement
setting forth the terms on which the Adviser will perform certain services for
the Trust, its series of shares as listed on Schedule 1 to this Agreement and
each series of shares subsequently issued by the Trust (each singly a "Fund" or
collectively the "Funds").
THEREFORE, in consideration of the promises and the mutual agreements
hereinafter contained, the Trust and the Adviser agree as follows:
1. (a) The Trust hereby employs the Adviser to manage and administer
the operation of the Trust and each of its Funds, to supervise the provision of
the services to the Trust and each of its Funds by others, and to manage the
investment and reinvestment of the assets of each Fund of the Trust in
conformity with such Fund's investment objectives and restrictions as may be set
forth from time to time in the Fund's then current prospectus and statement of
additional information, if any, and other governing documents, all subject to
the supervision of the Board of Trustees of the Trust, for the period and on the
terms set forth in this Agreement. The Adviser hereby accepts such employment
and agrees during such period, at its own expense, to render the services and to
assume the obligations set forth herein, for the compensation provided herein.
The Adviser shall for all purposes herein be deemed to be an independent
contractor and shall, unless otherwise expressly provided or authorized, have no
authority to act for or represent the Trust in any way or otherwise be deemed an
agent of the Trust.
(b) In the event that the Trust establishes one or more Funds, in
addition to the Funds listed on Schedule 1, for which it wishes the Adviser to
perform services hereunder, it shall notify the Adviser in writing. If the
Adviser is willing to render such services, it shall notify the Trust in writing
and such Fund shall become a Fund hereunder and the compensation payable to the
Adviser by the new Fund will be as agreed in writing at the time.
2. The Adviser shall place all orders for the purchase and sale of
portfolio securities for the account of each Fund with broker-dealers selected
by the Adviser. In executing portfolio transactions and selecting
broker-dealers, the Adviser will use its best efforts to seek best execution on
behalf of each Fund. In assessing the best execution available for any
transaction, the Adviser shall consider all factors it deems relevant, including
the breadth of the market in the security, the price of the security, the
financial condition and execution capability of the broker-dealer, and the
reasonableness of the commission, if any (all for the specific transaction and
on a continuing basis). In evaluating the best execution available, and in
selecting the broker-dealer to execute a particular transaction, the Adviser may
also consider
1
<PAGE>
the brokerage and research services (as those terms are used in Section 28(e) of
the Securities Exchange Act of 1934 (the "1934 Act")) provided to a Fund and/or
other accounts over which the Adviser or an affiliate of the Adviser exercises
investment discretion. The Adviser is authorized to pay a broker-dealer who
provides such brokerage and research services a commission for executing a
portfolio transaction for a Fund which is in excess of the amount of commission
another broker-dealer would have charged for effecting that transaction if, but
only if, the Adviser determines in good faith that such commission was
reasonable in relation to the value of the brokerage and research services
provided by such broker-dealer viewed in terms of that particular transaction or
in terms of all of the accounts over which investment discretion is so
exercised.
3. The Adviser, at its own expense, shall furnish to the Trust office
space in the offices of the Adviser or in such other place as may be agreed upon
by the parties from time to time, all necessary office facilities, equipment and
personnel in connection with its services hereunder, and shall arrange, if
desired by the Trust, for members of the Adviser's organization to serve without
salaries from the Trust as officers or, as may be agreed from time to time, as
agents of the Trust. The Adviser assumes and shall pay or reimburse the Trust
for:
(a) the compensation (if any) of the Trustees of the Trust who are
affiliated with the Adviser or with its affiliates, or with any adviser retained
by the Adviser, and of all officers of the Trust as such; and
(b) all expenses of the Adviser incurred in connection with its
services hereunder.
The Trust assumes and shall pay all other expenses of the Trust and its
Funds, including, without limitation:
(a) all charges and expenses of any custodian or depository appointed
by the Trust for the safekeeping of the cash, securities and other property of
any of its Funds;
(b) all charges and expenses for bookkeeping and auditors;
(c) all charges and expenses of any transfer agents and registrars
appointed by the Trust;
(d) all fees of all Trustees of the Trust who are not affiliated with
the Adviser or any of its affiliates, or with any adviser retained by the
Adviser;
(e) all brokers' fees, expenses, and commissions and issue and transfer
taxes chargeable to a Fund in connection with transactions involving securities
and other property to which the Fund is a party;
(f) all costs and expenses of distribution of shares of its Funds
incurred pursuant to Plans of Distribution adopted under Rule 12b-1 under the
Investment Company Act of 1940 ("1940 Act");
(g) all taxes and trust fees payable by the Trust or its Funds to
Federal, state, or other governmental agencies;
(h) all costs of certificates representing shares of the Trust or its
Funds;
2
<PAGE>
(i) all fees and expenses involved in registering and maintaining
registrations of the Trust, its Funds and of their shares with the Securities
and Exchange Commission (the
3
<PAGE>
"Commission") and registering or qualifying the Funds' shares under state or
other securities laws, including, without limitation, the preparation and
printing of registration statements, prospectuses, and statements of additional
information for filing with the Commission and other authorities;
(j) expenses of preparing, printing, and mailing prospectuses and
statements of additional information to shareholders of each Fund of the Trust;
(k) all expenses of shareholders' and Trustees' meetings and of
preparing, printing, and mailing notices, reports, and proxy materials to
shareholders of the Funds;
(l) all charges and expenses of legal counsel for the Trust and its
Funds and for Trustees of the Trust in connection with legal matters relating to
the Trust and its Funds, including, without limitation, legal services rendered
in connection with the Trust and its Funds' existence, trust, and financial
structure and relations with its shareholders, registrations and qualifications
of securities under Federal, state, and other laws, issues of securities,
expenses which the Trust and its Funds have herein assumed, whether customary or
not, and extraordinary matters, including, without limitation, any litigation
involving the Trust and its Funds, its Trustees, officers, employees, or agents;
(m) all charges and expenses of filing annual and other reports with
the Commission and other authorities; and
(n) all extraordinary expenses and charges of the Trust and its Funds.
In the event that the Adviser provides any of these services or pays
any of these expenses, the Trust and any affected Fund will promptly reimburse
the Adviser therefor.
The services of the Adviser to the Trust and its Funds hereunder are
not to be deemed exclusive, and the Adviser shall be free to render similar
services to others.
4. As compensation for the Adviser's services to the Trust with respect
to each Fund during the period of this Agreement, the Trust will pay to the
Adviser a fee at the annual rate set forth on Schedule 2 for such Fund.
The Adviser's fee is computed as of the close of business on each
business day.
A pro rata portion of the Trust's fee with respect to a Fund shall be
payable in arrears at the end of each day or calendar month as the Adviser may
from time to time specify to the Trust. If and when this Agreement terminates,
any compensation payable hereunder for the period ending with the date of such
termination shall be payable upon such termination.
Amounts payable hereunder shall be promptly paid when due.
5. The Adviser may enter into an agreement to retain, at its own
expense, a firm or firms ("SubAdviser") to provide the Trust with respect to all
or any of its Funds all of the services to be provided by the Adviser hereunder,
if such agreement is approved as required by law. Such agreement may delegate to
such SubAdviser all of Adviser's rights, obligations, and duties hereunder.
4
<PAGE>
6. The Adviser shall not be liable for any error of judgment or mistake
of law or for any loss suffered by the Trust or any of its Funds in connection
with the performance of this Agreement, except a loss resulting from the
Adviser's willful misfeasance, bad faith, gross negligence, or from reckless
disregard by it of its obligations and duties under this Agreement. Any person,
even though also an officer, Director, partner, employee, or agent of the
Adviser, who may be or become an officer, Trustee, employee, or agent of the
Trust, shall be deemed, when rendering services to the Trust or any of its Funds
or acting on any business of the Trust or any of its Funds (other than services
or business in connection with the Adviser's duties hereunder), to be rendering
such services to or acting solely for the Trust or any of its Funds and not as
an officer, Director, partner, employee, or agent or one under the control or
direction of the Adviser even though paid by it.
7. The Trust shall cause the books and accounts of each of its Funds to
be audited at least once each year by a reputable independent public accountant
or organization of public accountant or organization of public accountants who
shall render a report to the Trust.
8. Subject to and in accordance with the Declaration of Trust of the
Trust, the governing documents of the Adviser and the governing documents of any
SubAdviser, it is understood that Trustees, Directors, officers, agents and
shareholders of the Trust or any Adviser are or may be interested in the Adviser
(or any successor thereof) as Directors and officers of the Adviser or its
affiliates, as stockholders of First Union Corporation or otherwise; that
Directors, officers and agents of the Adviser and its affiliates or stockholders
of First Union Corporation are or may be interested in the Trust or any Adviser
as Trustees, Directors, officers, shareholders or otherwise; that the Adviser
(or any such successor) is or may be interested in the Trust or any SubAdviser
as shareholder, or otherwise; and that the effect of any such adverse interests
shall be governed by the Declaration of Trust of the Trust, governing documents
of the Adviser and governing documents of any SubAdviser.
9. This Agreement shall continue in effect for two years from the date
set forth above and after such date (a) such continuance is specifically
approved at least annually by the Board of Trustees of the Trust or by a vote of
a majority of the outstanding voting securities of the Trust, and (b) such
renewal has been approved by the vote of the majority of Trustees of the Trust
who are not interested persons, as that term is defined in the 1940 Act, of the
Adviser or of the Trust, cast in person at a meeting called for the purpose of
voting on such approval.
10. On sixty days' written notice to the Adviser, this Agreement may be
terminated at any time without the payment of any penalty by the Board of
Trustees of the Trust or by vote of the holders of a majority of the outstanding
voting securities of any Fund with respect to that Fund; and on sixty days'
written notice to the Trust, this Agreement may be terminated at any time
without the payment of any penalty by the Adviser with respect to a Fund. This
Agreement shall automatically terminate upon its assignment (as that term is
5
<PAGE>
defined in the 1940 Act). Any notice under this Agreement shall be given in
writing, addressed and delivered, or mailed postage prepaid, to the other party
at the main office of such party.
11. This Agreement may be amended at any time by an instrument in
writing executed by both parties hereto or their respective successors, provided
that with regard to amendments of substance such execution by the Trust shall
have been first approved by the vote of the holders of a majority of the
outstanding voting securities of the affected Funds and by the vote of a
majority of Trustees of the Trust who are not interested persons (as that term
is defined in the 1940 Act) of the Adviser, any predecessor of the Adviser, or
of the Trust, cast in person at a meeting called for the purpose of voting on
such approval. A "majority of the outstanding voting securities" of the Trust or
the affected Funds shall have, for all purposes of this Agreement, the meaning
provided therefor in the 1940 Act.
12. Any compensation payable to the Adviser hereunder for any period
other than a full year shall be proportionately adjusted.
13. The provisions of this Agreement shall be governed, construed, and
enforced in accordance with the laws of the State of Delaware.
IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement as of the day and year first above written.
EVERGREEN VARIABLE ANNUITY TRUST
By: /s/ William J. Tomko
---------------------------
NAME: William J. Tomko
TITLE: President
KEYSTONE INVESTMENT MANAGEMENT
COMPANY
By: /s/ T. Hal Clarke
----------------------------------
NAME: T. Hal Clarke
TITLE: Senior Vice President
6
<PAGE>
SCHEDULE 1
Evergreen VA Strategic Income Fund
7
<PAGE>
SCHEDULE 2
As compensation for the Adviser's services to the Fund during the
period of this Agreement, each Fund will pay to the Adviser a fee at the annual
rate of:
I. Evergreen VA Strategic Income Fund
- -------------------------------------------------------------------------------
Aggregate Net Asset Value
Management Fee Of the Shares of the Fund
2.0 % of gross dividend
and interest income plus
0.50% of the first $100,000,000, plus
0.45% of the next $100,000,000, plus
0.40% of the next $100,000,000, plus
0.35% of the next $100,000,000, plus
0.30% of the next $100,000,000, plus
0.25% of amounts over $500,000,000.
computed as of the close of business on each business day.
8
ADMINISTRATIVE SERVICES AGREEMENT
EVERGREEN VARIABLE ANNUITY TRUST
This Administrative Services Agreement is made as of this 23rd day of
December, 1997 between Evergreen Variable Annuity Trust, a Delaware business
trust (herein called the "Trust"), and Evergreen Investment Services, Inc., a
Delaware corporation (herein called "EIS").
W I T N E S S E T H:
WHEREAS, the Trust is a Delaware business trust consisting of one or
more portfolios which operates as an open-end management investment company and
is so registered under the Investment Company Act of 1940; and
WHEREAS, the Trust desires to retain EIS as its Administrator to
provide it with administrative services, and EIS is willing to render such
services.
NOW, THEREFORE, in consideration of the premises and mutual covenants
set forth herein, the parties hereto agree as follows:
1. APPOINTMENT OF ADMINISTRATOR. The Trust hereby appoints EIS as
administrator of the Trust and each of its portfolios listed on SCHEDULE A
attached hereto on the terms and conditions set forth in this Agreement; and EIS
hereby accepts such appointment and agrees to perform the services and duties
set forth in Section 2 of this Agreement in consideration of the compensation
provided for in Section 4 hereof.
2. SERVICES AND DUTIES. As Administrator, and subject to the
supervision and control of the Trustees of the Trust, EIS will hereafter provide
facilities, equipment and personnel to carry out the following administrative
services for operation of the business and affairs of the Trust and each of its
portfolios:
(a) prepare, file and maintain the Trust's governing documents,
including the Declaration of Trust (which has previously been
prepared and filed), the By-laws, minutes of meetings of
Trustees and shareholders, and proxy statements for meetings
of shareholders;
(b) prepare and file with the Securities and Exchange Commission
and the appropriate state securities authorities the
registration statements for the Trust and the Trust's shares
and all amendments thereto, reports to regulatory authorities
and shareholders, prospectuses, proxy statements, and such
other documents as may be necessary or convenient to enable
the Trust to make a continuous offering
-1-
<PAGE>
of its shares;
-2-
<PAGE>
(c) prepare, negotiate and administer contracts on behalf of the
Trust with, among others, the Trust's distributor, custodian
and transfer agent;
(d) supervise the Trust's fund accounting agent in the maintenance
of the Trust's general ledger and in the preparation of the
Trust's financial statements, including oversight of expense
accruals and payments and the determination of the net asset
value of the Trust's assets and of the Trust's shares, and of
the declaration and payment of dividends and other
distributions to shareholders;
(e) calculate performance data of the Trust for dissemination to
information services covering the investment company industry;
(f) prepare and file the Trust's tax returns;
(g) examine and review the operations of the Trust's custodian and
transfer agent;
(h) coordinate the layout and printing of publicly disseminated
prospectuses and reports;
(i) prepare various shareholder reports;
(j) assist with the design, development and operation of new
portfolios of the Trust;
(k) coordinate shareholder meetings;
(l) provide general compliance services; and
(m) advise the Trust and its Trustees on matters concerning the
Trust and its affairs.
The foregoing, along with any additional services that EIS shall agree
in writing to perform for the Trust hereunder, shall hereafter be referred to as
"Administrative Services." Administrative Services shall not include any duties,
functions, or services to be performed for the Trust by the Trust's investment
adviser, distributor, custodian or transfer agent pursuant to their agreements
with the Trust.
3. EXPENSES. EIS shall be responsible for expenses incurred in
providing office space, equipment and personnel as may be necessary or
convenient to provide the Administrative Services to the Trust. The Trust shall
be responsible for all other expenses incurred by EIS on behalf of the Trust,
including without limitation postage and courier expenses, printing expenses,
registration fees, filing fees, fees of outside counsel and independent
auditors, insurance premiums, fees payable to Trustees who are not EIS
employees, and trade association dues.
4. COMPENSATION. For the Administrative Services provided, the Trust
hereby
-3-
<PAGE>
agrees to pay and EIS hereby agrees to accept as full compensation for its
services rendered hereunder an administrative fee, calculated daily and payable
monthly, at an annual rate determined in accordance with the table below.
Aggregate Daily Net Assets of Funds
Administered by EIS for Which Any
Affiliate of First Union National Bank
Administrative Fee serves as Investment Adviser
------------------ ----------------------------
.050% on the first $7 billion
.035% on the next $3 billion
.030% on the next $5 billion
.020% on the next $10 billion
.015% on the next $5 billion
.010% on assets in excess of $30 billion
Each portfolio of the Trust shall pay a portion of the administrative fee equal
to the rate determined above times that portfolio's average annual daily net
assets.
5. RESPONSIBILITY OF ADMINISTRATOR. EIS shall not be liable for any
error of judgment or mistake of law or for any loss suffered by the Trust in
connection with the matters to which this Agreement relates, except a loss
resulting from wilful misfeasance, bad faith or gross negligence on its part in
the performance of its duties or from reckless disregard by it of its
obligations and duties under this Agreement. EIS shall be entitled to rely on
and may act upon advice of counsel (who may be counsel for the Trust) on all
matters, and shall be without liability for any action reasonably taken or
omitted pursuant to such advice. Any person, even though also an officer,
director, partner, employee or agent of EIS, who may be or become an officer,
trustee, employee or agent of the Trust, shall be deemed, when rendering
services to the Trust or acting on any business of the Trust (other than
services or business in connection with the duties of EIS hereunder) to be
rendering such services to or acting solely for the Trust and not as an officer,
director, partner, employee or agent or one under the control or direction of
EIS even though paid by EIS.
6. DURATION AND TERMINATION.
(a) This Agreement shall continue in effect from year to year
thereafter, provided it is approved, at least annually, by a
vote of a majority of Trustees of the Trust including a
majority of the disinterested Trustees.
-4-
<PAGE>
(b) This Agreement may be terminated at any time, without payment
of any penalty, on sixty (60) day's prior written notice by a
vote of a majority of the Trust's Trustees or by EIS.
7. AMENDMENT. No provision of this Agreement may be changed, waived,
discharged or terminated orally, but only by an instrument in writing signed by
the party against which an enforcement of the change, waiver, discharge or
termination is sought.
8. NOTICES. Notices of any kind to be given to the Trust hereunder by
EIS shall be in writing and shall be duly given if delivered to the Trust and to
its investment adviser at the following address: First Union National Bank, One
First Union Center, Charlotte, North Carolina 28288. Notices of any kind to be
given to EIS hereunder by the Trust shall be in writing and shall be duly given
if delivered to EIS at 200 Berkeley Street, Boston, Massachusetts 02116.
Attention: Chief Administrative Officer.
9. LIMITATION OF LIABILITY. EIS is hereby expressly put on notice of
the limitation of liability as set forth in the Declaration of Trust and agrees
that the obligations pursuant to this Agreement of a particular portfolio and of
the Trust with respect to that particular portfolio be limited solely to the
assets of that particular portfolio, and EIS shall not seek satisfaction of any
such obligation from the assets of any other portfolio, the shareholders of any
portfolio, the Trustees, officers, employees or agents of the Trust, or any of
them.
10. MISCELLANEOUS. The captions in this Agreement are included for
convenience of reference only and in no way define or delimit any of the
provisions hereof or otherwise affect their construction or effect. If any
provision of this Agreement shall be held or made invalid by a court or
regulatory agency decision, statute, rule or otherwise, the remainder of this
Agreement shall not be affected thereby. Subject to the provisions of Section 5
hereof, this Agreement shall be binding upon and shall inure to the benefit of
the parties hereto and their respective successors and shall be governed by
Delaware law; provided, however, that nothing herein shall be construed in a
manner inconsistent with the Investment Company Act of 1940 or any rule or
regulation promulgated by the Securities and Exchange Commission thereunder.
IN WITNESS WHEREOF, the parties hereto have caused this Administrative
Services
-5-
<PAGE>
Agreement to be executed by their officers designated below as of the day and
year first above written.
EVERGREEN VARIABLE ANNUITY TRUST
ATTEST:_______________________ By: /s/ William J. Tomko
_____________________________
Name: William J. Tomko
Title: President
EVERGREEN INVESTMENT SERVICES, INC.
ATTEST:_______________________ By: /s/ Gordon Forrester
___________________________
Name: Gordon Forrester
Title: Chief Administrative Officer
-6-
<PAGE>
SCHEDULE A
EVERGREEN VARIABLE ANNUITY TRUST
Evergreen VA Fund Evergreen VA Growth and Income Fund
Evergreen VA Foundation Fund Evergreen VA Global Leaders Fund
Evergreen VA Strategic Income Fund Evergreen VA Aggressive
Growth Fund Evergreen VA Small Cap Equity Income Fund
-7-
SULLIVAN & WORCESTER LLP
1025 CONNECTICUT AVENUE, N.W.
WASHINGTON, D.C. 20036
TELEPHONE: (202) 775-8190
FACSIMILE: (202) 293-2275
767 THIRD AVENUE ONE POST OFFICE SQUARE
NEW YORK, NEW YORK 10017 BOSTON, MASSACHUSETTS 02109
TELEPHONE: (212) 486-8200 TELEPHONE: (617) 338-2800
FACSIMILE: (212) 758-2151 FACSIMILE: (617) 338-2880
March 20, 1998
Evergreen Variable Annuity Trust
200 Berkeley Street
Boston, Massachusetts 02116
Registration Statement of the
Evergreen Variable Annuity Trust, a
Delaware Business Trust, as Successor
to Evergreen Variable Trust
as Described in Proxy Materials
Dated February 25, 1998
Ladies and Gentlemen:
You have requested our opinion with respect to certain matters of Delaware
law in connection with the registration statement on Form N-1A (the
"Registration Statement") under the Securities Act of 1933, as amended (the
"Securities Act") of Evergreen Variable Annuity Trust (the "Trust") in
connection with the succession, pursuant to Rule 414 under the Securities Act,
of the Trust to the registration statement of Evergreen Variable Trust, an
open-end management investment company currently consisting of six series (the
"Original Funds") advised by First Union National Bank or its affiliates, and
relating to an indefinite number of the shares of beneficial interest of the
Trust authorized by the Agreement and Declaration of Trust of the Trust to be
issued to the Original Funds (the "Shares") and the additional series of Shares
to be issued in regard to an additional series as described in the Registration
Statement.
We have reviewed the actions taken by the Trustees of the Trust to organize
the Trust and to authorize the issuance and sale of the Shares. In this
connection we have examined the Agreement and Declaration of Trust and By-Laws
of the Trust, the Registration Statement, including the prospectus and statement
of additional information forming a part thereof, certificates of officers of
the Trust and of public officials as to matters of fact, and such other
documents and instruments, certified or otherwise identified to our
satisfaction, and such questions of law and fact, as we have considered
23793
<PAGE>
necessary or appropriate for the purpose of rendering the opinions expressed
herein. In such examination we have assumed, without independent verification,
the genuineness of all signatures (whether original or photostatic), the
authenticity of all documents submitted to us as originals, and the conformity
to authentic original documents of all documents submitted to us as certified or
photostatic copies. As to all questions of fact material to such opinions, we
have relied upon the representations contained in the certificates referred to
above. We have assumed, without independent verification, the accuracy of the
relevant facts stated therein.
We are admitted to the Bars of The Commonwealth of Massachusetts and the
District of Columbia and generally do not purport to be familiar with the laws
of the State of Delaware. To the extent that the conclusions based on the laws
of the State of Delaware are involved in the opinions set forth herein below, we
have relied, in rendering such opinions, upon our examination of Chapter 38 of
Title 12 of the Delaware Code Annotated, as amended, entitled "Treatment of
Delaware Business Trusts" (the "Delaware business trust law") and on our
knowledge of interpretation of analogous common law of The Commonwealth of
Massachusetts.
This letter expresses our opinion as to the provisions of the Trust's
Agreement and Declaration of Trust, but does not extend to the Delaware Uniform
Securities Act, or to other federal or state securities laws or other federal
laws.
Based upon the foregoing and subject to the qualifications set forth
herein, we hereby advise you that, in our opinion:
1. The Trust is validly existing as a trust with transferable shares under
the laws of the State of Delaware.
2. The Trust is authorized to issue an unlimited number of shares of
beneficial interest, $.001 par value per share; the Shares have been duly and
validly authorized by all action of the Trustees of the Trust, and no action of
the shareholders of the Trust is required in such connection.
3. When issued and paid for as described in the Registration Statement, the
Shares will be fully paid and nonassessable by the Trust.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving such consent, we do not thereby admit that we
come within the category of persons whose consent is required under Section 7 of
the Securities Act of 1933, as amended, or the rules and regulations promulgated
thereunder.
Very truly yours,
/s/ Sullivan & Worcester LLP
Sullivan & Worcester LLP
23793
CONSENT OF INDEPENDENT AUDITORS
The Trustees and Shareholders
Evergreen Variable Annuity Trust
We consent to the use of our report dated January 30, 1998 for Evergreen VA
Fund, Evergreen VA Growth and Income Fund, Evergreen VA Foundation Fund,
Evergreen VA Global Leaders Fund, Evergreen VA Strategic Income Fund and
Evergreen VA Aggressive Growth Fund incorporated by reference herein, to the use
of our report dated March 20, 1998 included herein, and to the references to our
firm under the caption "Financial Highlights" in the prospectuses.
/s/ KPMG Peat Marwick LLP
KPMG Peat Marwick LLP
Boston, Massachusetts
March 20, 1998
EVERGREEN VA FUND
Y
TIME ACCOUNT Y AVERAGE
YEARS PERIOD VALUE CLASS ANNNUAL
31-Dec-97 BLANK 1,575.43 0.00%
30-Nov-97 1 MO 1,539.45 2.34% 2.34%
30-Sep-97 QTR 1,574.02 0.09% 0.09%
31-Dec-97 YTD 1,575.43 0.00% 0.00%
31-Dec-96 1 1,148.60 37.16% 37.16%
31-Dec-94 3
31-Dec-92 5
31-Dec-87 10
1-Mar-96 INCEPT. 1,000.00 57.54% 28.05%
INCEPTION FACTOR: 1.8384
EVERGREEN VA GROWTH & INCOME FUND
Y
TIME ACCOUNT Y AVERAGE
YEARS PERIOD VALUE CLASS ANNNUAL
31-Dec-97 BLANK 1,602.30 0.00%
30-Nov-97 1 MO 1,565.62 2.34% 2.34%
30-Sep-97 QTR 1,605.28 -0.19% -0.19%
31-Dec-97 YTD 1,602.30 0.00% 0.00%
31-Dec-96 1 1,189.88 34.66% 34.66%
31-Dec-94 3
31-Dec-92 5
31-Dec-87 10
1-Mar-96 INCEPT. 1,000.00 60.23% 29.23%
INCEPTION FACTOR: 1.8384
EVERGREEN VA FOUNDATION FUND
Y
TIME ACCOUNT Y AVERAGE
YEARS PERIOD VALUE CLASS ANNNUAL
31-Dec-97 BLANK 1,473.31 0.00%
30-Nov-97 1 MO 1,431.96 2.89% 2.89%
30-Sep-97 QTR 1,428.09 3.17% 3.17%
31-Dec-97 YTD 1,473.31 0.00% 0.00%
31-Dec-96 1 1,152.79 27.80% 27.80%
31-Dec-94 3
31-Dec-92 5
31-Dec-87 10
1-Mar-96 INCEPT. 1,000.00 47.33% 23.47%
INCEPTION FACTOR: 1.838
EVERGREEN VA GLOBAL LEADERS FUND
Y
TIME ACCOUNT Y AVERAGE
YEARS PERIOD VALUE CLASS ANNNUAL
31-Dec-97 BLANK 1,087.96 0.00%
30-Nov-97 1 MO 1,086.95 0.09% 0.09%
30-Sep-97 QTR 1,131.00 -3.81% -3.81%
31-Dec-97 YTD
31-Dec-96 1
31-Dec-94 3
31-Dec-92 5
31-Dec-87 10
1-Mar-97 INCEPT. 1,000.00 8.80%
INCEPTION FACTOR: 0.8384
EVERGREEN VA STRATEGIC INCOME FUND
Y
TIME ACCOUNT Y AVERAGE
YEARS PERIOD VALUE CLASS ANNNUAL
31-Dec-97 BLANK 1,052.83 0.00%
30-Nov-97 1 MO 1,048.70 0.39% 0.39%
30-Sep-97 QTR 1,037.00 1.53% 1.53%
31-Dec-97 YTD
31-Dec-96 1
31-Dec-94 3
31-Dec-92 5
31-Dec-87 10
1-Mar-97 INCEPT. 1,000.00 5.28%
INCEPTION FACTOR: 0.8384
EVERGREEN VA AGGRESSIVE GROWTH FUND
Y
TIME ACCOUNT Y AVERAGE
YEARS PERIOD VALUE CLASS ANNNUAL
31-Dec-97 BLANK 1,110.00 0.00%
30-Nov-97 1 MO 1,115.00 -0.45% -0.45%
30-Sep-97 QTR 1,170.00 -5.13% -5.13%
31-Dec-97 YTD
31-Dec-96 1
31-Dec-94 3
31-Dec-92 5
31-Dec-87 10
1-Mar-97 INCEPT. 1,000.00 11.00%
INCEPTION FACTOR: 0.8384
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM ACCOUNTING
RECORDS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH ACCOUNTING
RECORDS.
</LEGEND>
<SERIES>
<NUMBER> 101
<NAME> EVERGREEN VA FUND CLASS A
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> DEC-31-1997
<INVESTMENTS-AT-COST> 17,849,520
<INVESTMENTS-AT-VALUE> 22,424,347
<RECEIVABLES> 69,013
<ASSETS-OTHER> 64,030
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 22,557,390
<PAYABLE-FOR-SECURITIES> 929,049
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 28,179
<TOTAL-LIABILITIES> 957,228
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 16,699,746
<SHARES-COMMON-STOCK> 1,450,979
<SHARES-COMMON-PRIOR> 952,206
<ACCUMULATED-NII-CURRENT> (985)
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 326,574
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 4,574,827
<NET-ASSETS> 21,600,162
<DIVIDEND-INCOME> 125,834
<INTEREST-INCOME> 101,158
<OTHER-INCOME> 0
<EXPENSES-NET> (210,162)
<NET-INVESTMENT-INCOME> 66,723
<REALIZED-GAINS-CURRENT> 1,210,189
<APPREC-INCREASE-CURRENT> 3,658,731
<NET-CHANGE-FROM-OPS> 4,935,643
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (66,336)
<DISTRIBUTIONS-OF-GAINS> (899,946)
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 540,931
<NUMBER-OF-SHARES-REDEEMED> (108,385)
<SHARES-REINVESTED> 66,227
<NET-CHANGE-IN-ASSETS> 10,737,696
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 16,331
<OVERDISTRIB-NII-PRIOR> (1,372)
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 152,253
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> (210,162)
<AVERAGE-NET-ASSETS> 16,026,592
<PER-SHARE-NAV-BEGIN> 11.41
<PER-SHARE-NII> 0.06
<PER-SHARE-GAIN-APPREC> 4.15
<PER-SHARE-DIVIDEND> (0.05)
<PER-SHARE-DISTRIBUTIONS> (0.68)
<RETURNS-OF-CAPITAL> 0.00
<PER-SHARE-NAV-END> 14.89
<EXPENSE-RATIO> 1.01
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM ACCOUNTING
RECORDS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH ACCOUNTING
RECORDS.
</LEGEND>
<SERIES>
<NUMBER> 101
<NAME> EVERGREEN VA GROWTH AND INCOME FUND CLASS A
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> DEC-31-1997
<INVESTMENTS-AT-COST> 25,820,238
<INVESTMENTS-AT-VALUE> 32,466,868
<RECEIVABLES> 15,391
<ASSETS-OTHER> 22,205
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 32,504,464
<PAYABLE-FOR-SECURITIES> 1,387,518
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 29,028
<TOTAL-LIABILITIES> 1,416,546
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 24,373,685
<SHARES-COMMON-STOCK> 2,032,687
<SHARES-COMMON-PRIOR> 1,224,433
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> (4,790)
<ACCUMULATED-NET-GAINS> 72,393
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 6,646,630
<NET-ASSETS> 31,087,918
<DIVIDEND-INCOME> 171,438
<INTEREST-INCOME> 175,355
<OTHER-INCOME> 0
<EXPENSES-NET> (217,818)
<NET-INVESTMENT-INCOME> 128,975
<REALIZED-GAINS-CURRENT> 1,072,723
<APPREC-INCREASE-CURRENT> 5,223,120
<NET-CHANGE-FROM-OPS> 6,424,818
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (127,123)
<DISTRIBUTIONS-OF-GAINS> (1,004,449)
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 786,872
<NUMBER-OF-SHARES-REDEEMED> (53,607)
<SHARES-REINVESTED> 74,988
<NET-CHANGE-IN-ASSETS> 16,604,071
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> (206,973)
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> (217,818)
<AVERAGE-NET-ASSETS> 21,786,617
<PER-SHARE-NAV-BEGIN> 11.83
<PER-SHARE-NII> 0.08
<PER-SHARE-GAIN-APPREC> 4.01
<PER-SHARE-DIVIDEND> (0.07)
<PER-SHARE-DISTRIBUTIONS> (0.56)
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 15.29
<EXPENSE-RATIO> 1.01
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM ACCOUNTING
RECORDS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH ACCOUNTING
RECORDS.
</LEGEND>
<SERIES>
<NUMBER> 101
<NAME> EVERGREEN VA FOUNDATION FUND CLASS A
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> DEC-31-1997
<INVESTMENTS-AT-COST> 26,444,555
<INVESTMENTS-AT-VALUE> 31,693,072
<RECEIVABLES> 345,857
<ASSETS-OTHER> 203,953
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 32,242,882
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 402,519
<TOTAL-LIABILITIES> 402,519
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 26,399,046
<SHARES-COMMON-STOCK> 2,351,230
<SHARES-COMMON-PRIOR> 1,398,348
<ACCUMULATED-NII-CURRENT> (5,485)
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 198,285
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 5,248,517
<NET-ASSETS> 31,840,363
<DIVIDEND-INCOME> 257,497
<INTEREST-INCOME> 439,761
<OTHER-INCOME> 0
<EXPENSES-NET> (248,248)
<NET-INVESTMENT-INCOME> 470,937
<REALIZED-GAINS-CURRENT> 1,288,151
<APPREC-INCREASE-CURRENT> 3,805,707
<NET-CHANGE-FROM-OPS> 5,564,795
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 905,499
<NUMBER-OF-SHARES-REDEEMED> (88,122)
<SHARES-REINVESTED> 135,505
<NET-CHANGE-IN-ASSETS> 12,252,823
<ACCUMULATED-NII-PRIOR> (2,920)
<ACCUMULATED-GAINS-PRIOR> 226,170
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> (186,702)
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> (248,248)
<AVERAGE-NET-ASSETS> 22,630,551
<PER-SHARE-NAV-BEGIN> 11.31
<PER-SHARE-NII> 0.24
<PER-SHARE-GAIN-APPREC> 2.88
<PER-SHARE-DIVIDEND> (0.24)
<PER-SHARE-DISTRIBUTIONS> (0.65)
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 13.54
<EXPENSE-RATIO> 1.01
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM ACCOUNTING
RECORDS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH ACCOUNTING
RECORDS.
</LEGEND>
<SERIES>
<NUMBER> 101
<NAME> EVERGREEN VA GLOBAL LEADERS FUND CLASS A
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> DEC-31-1997
<INVESTMENTS-AT-COST> 2,949,851
<INVESTMENTS-AT-VALUE> 3,012,269
<RECEIVABLES> 24,759
<ASSETS-OTHER> 13,036
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 3,050,064
<PAYABLE-FOR-SECURITIES> 135,956
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 14,675
<TOTAL-LIABILITIES> 150,631
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 2,837,576
<SHARES-COMMON-STOCK> 268,669
<SHARES-COMMON-PRIOR> 1
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> (513)
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 62,401
<NET-ASSETS> 2,899,464
<DIVIDEND-INCOME> 24,088
<INTEREST-INCOME> 4,858
<OTHER-INCOME> 0
<EXPENSES-NET> (13,428)
<NET-INVESTMENT-INCOME> 15,518
<REALIZED-GAINS-CURRENT> 2,395
<APPREC-INCREASE-CURRENT> 62,401
<NET-CHANGE-FROM-OPS> 80,314
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (13,693)
<DISTRIBUTIONS-OF-GAINS> (6,846)
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 275,213
<NUMBER-OF-SHARES-REDEEMED> (8,439)
<SHARES-REINVESTED> 1,894
<NET-CHANGE-IN-ASSETS> 2,899,454
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> (12,787)
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> (13,428)
<AVERAGE-NET-ASSETS> 1,632,206
<PER-SHARE-NAV-BEGIN> 10.00
<PER-SHARE-NII> 0.11
<PER-SHARE-GAIN-APPREC> 0.77
<PER-SHARE-DIVIDEND> (0.06)
<PER-SHARE-DISTRIBUTIONS> (0.03)
<RETURNS-OF-CAPITAL> 0.00
<PER-SHARE-NAV-END> 10.79
<EXPENSE-RATIO> 1.00
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM ACCOUNTING
RECORDS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH ACCOUNTING
RECORDS.
</LEGEND>
<SERIES>
<NUMBER> 101
<NAME> EVERGREEN VARIABLE ANNUITY STRATEGIC INCOME FUND CLASS A
<S> <C>
<PERIOD-TYPE> 10-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JUN-30-1997
<PERIOD-END> DEC-31-1997
<INVESTMENTS-AT-COST> 1,963,406
<INVESTMENTS-AT-VALUE> 1,973,796
<RECEIVABLES> 23,816
<ASSETS-OTHER> 234,699
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 2,232,311
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 27,936
<TOTAL-LIABILITIES> 27,936
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 2,194,420
<SHARES-COMMON-STOCK> 216,179
<SHARES-COMMON-PRIOR> 111,510
<ACCUMULATED-NII-CURRENT> 1,266
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> (1,626)
<ACCUM-APPREC-OR-DEPREC> 10,315
<NET-ASSETS> 2,204,375
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 70,641
<OTHER-INCOME> 0
<EXPENSES-NET> (11,132)
<NET-INVESTMENT-INCOME> 59,509
<REALIZED-GAINS-CURRENT> 1,177
<APPREC-INCREASE-CURRENT> 10,315
<NET-CHANGE-FROM-OPS> 71,001
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (58,403)
<DISTRIBUTIONS-OF-GAINS> (3,203)
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 212,808
<NUMBER-OF-SHARES-REDEEMED> (2,693)
<SHARES-REINVESTED> 6,063
<NET-CHANGE-IN-ASSETS> 2,204,365
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> (6,441)
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> (11,132)
<AVERAGE-NET-ASSETS> 1,354,638
<PER-SHARE-NAV-BEGIN> 10
<PER-SHARE-NII> 0.32
<PER-SHARE-GAIN-APPREC> 0.21
<PER-SHARE-DIVIDEND> (0.31)
<PER-SHARE-DISTRIBUTIONS> (0.02)
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 10.2
<EXPENSE-RATIO> 1.02
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM ACCOUNTING
RECORDS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH ACCOUNTING
RECORDS.
</LEGEND>
<SERIES>
<NUMBER> 101
<NAME> EVERGREEN VA AGGRESSIVE FUND CLASS A
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> DEC-31-1997
<INVESTMENTS-AT-COST> 1,528,423
<INVESTMENTS-AT-VALUE> 1,684,769
<RECEIVABLES> 211
<ASSETS-OTHER> 192,054
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 1,877,034
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 8,720
<TOTAL-LIABILITIES> 8,720
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 1,749,486
<SHARES-COMMON-STOCK> 168,377
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> (253)
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> (37,265)
<ACCUM-APPREC-OR-DEPREC> 156,346
<NET-ASSETS> 1,868,314
<DIVIDEND-INCOME> 1,573
<INTEREST-INCOME> 1,192
<OTHER-INCOME> 0
<EXPENSES-NET> (10,579)
<NET-INVESTMENT-INCOME> (7,814)
<REALIZED-GAINS-CURRENT> (37,265)
<APPREC-INCREASE-CURRENT> 156,346
<NET-CHANGE-FROM-OPS> 111,267
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 181,866
<NUMBER-OF-SHARES-REDEEMED> (13,490)
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 1,868,314
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> (6,280)
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> (10,579)
<AVERAGE-NET-ASSETS> 1,289,274
<PER-SHARE-NAV-BEGIN> 10.00
<PER-SHARE-NII> (0.06)
<PER-SHARE-GAIN-APPREC> 1.16
<PER-SHARE-DIVIDEND> 0.00
<PER-SHARE-DISTRIBUTIONS> 0.00
<RETURNS-OF-CAPITAL> 0.00
<PER-SHARE-NAV-END> 11.10
<EXPENSE-RATIO> 1.06
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
POWER OF ATTORNEY
I, the undersigned, hereby constitute Dorothy E. Bourassa, Terrence J.
Cullen, Rosemary D. Van Antwerp, James P. Wallin, Martin J. Wolin and John J.
Pileggi, each of them singly, my true and lawful attorneys, with full power to
them and each of them to sign for me and in my name in the capacity indicated
below any and all registration statements, including, but not limited to, Forms
N-8A, N-8B-1, S-5, N-14 and N-1A, as amended from time to time, and any and all
amendments thereto to be filed with the Securities and Exchange Commission for
the purpose of registering from time to time all investment companies of which I
am now or hereafter a Director or Trustee and for which Keystone Investment
Management Company, Evergreen Asset Management Corp. or First Union National
Bank of North Carolina serves as Adviser or Manager and registering from time to
time the shares of such companies, and generally to do all such things in my
name and on my behalf to enable such investment companies to comply with the
provisions of the Securities Act of 1933, as amended, the Investment Company Act
of 1940, as amended, and all requirements and regulations of the Securities and
Exchange Commission thereunder, hereby ratifying and confirming my signature as
it may be signed by my said attorneys to any and all registration statements and
amendments thereto.
In Witness Whereof, I have executed this Power of Attorney as of June
18, 1997.
SIGNATURE TITLE
/s/ Laurence B. Ashkin
____________________________ Director/Trustee
Laurence B. Ashkin
20388
<PAGE>
POWER OF ATTORNEY
I, the undersigned, hereby constitute Dorothy E. Bourassa, Terrence J.
Cullen, Rosemary D. Van Antwerp, James P. Wallin, Martin J. Wolin and John J.
Pileggi, each of them singly, my true and lawful attorneys, with full power to
them and each of them to sign for me and in my name in the capacity indicated
below any and all registration statements, including, but not limited to, Forms
N-8A, N-8B-1, S-5, N-14 and N-1A, as amended from time to time, and any and all
amendments thereto to be filed with the Securities and Exchange Commission for
the purpose of registering from time to time all investment companies of which I
am now or hereafter a Director or Trustee and for which Keystone Investment
Management Company, Evergreen Asset Management Corp. or First Union National
Bank of North Carolina serves as Adviser or Manager and registering from time to
time the shares of such companies, and generally to do all such things in my
name and on my behalf to enable such investment companies to comply with the
provisions of the Securities Act of 1933, as amended, the Investment Company Act
of 1940, as amended, and all requirements and regulations of the Securities and
Exchange Commission thereunder, hereby ratifying and confirming my signature as
it may be signed by my said attorneys to any and all registration statements and
amendments thereto.
In Witness Whereof, I have executed this Power of Attorney as of June
18, 1997.
SIGNATURE TITLE
/s/ Charles A. Austin III
_____________________________ Director/Trustee
Charles A. Austin III
20388
<PAGE>
POWER OF ATTORNEY
I, the undersigned, hereby constitute Dorothy E. Bourassa, Terrence J.
Cullen, Rosemary D. Van Antwerp, James P. Wallin, Martin J. Wolin and John J.
Pileggi, each of them singly, my true and lawful attorneys, with full power to
them and each of them to sign for me and in my name in the capacity indicated
below any and all registration statements, including, but not limited to, Forms
N-8A, N-8B-1, S-5, N-14 and N-1A, as amended from time to time, and any and all
amendments thereto to be filed with the Securities and Exchange Commission for
the purpose of registering from time to time all investment companies of which I
am now or hereafter a Director or Trustee and for which Keystone Investment
Management Company, Evergreen Asset Management Corp. or First Union National
Bank of North Carolina serves as Adviser or Manager and registering from time to
time the shares of such companies, and generally to do all such things in my
name and on my behalf to enable such investment companies to comply with the
provisions of the Securities Act of 1933, as amended, the Investment Company Act
of 1940, as amended, and all requirements and regulations of the Securities and
Exchange Commission thereunder, hereby ratifying and confirming my signature as
it may be signed by my said attorneys to any and all registration statements and
amendments thereto.
In Witness Whereof, I have executed this Power of Attorney as of June
18, 1997.
SIGNATURE TITLE
/s/ K. Dun Gifford
_____________________________ Director/Trustee
K. Dun Gifford
20388
<PAGE>
POWER OF ATTORNEY
I, the undersigned, hereby constitute Dorothy E. Bourassa, Terrence J.
Cullen, Rosemary D. Van Antwerp, James P. Wallin, Martin J. Wolin and John J.
Pileggi, each of them singly, my true and lawful attorneys, with full power to
them and each of them to sign for me and in my name in the capacity indicated
below any and all registration statements, including, but not limited to, Forms
N-8A, N-8B-1, S-5, N-14 and N-1A, as amended from time to time, and any and all
amendments thereto to be filed with the Securities and Exchange Commission for
the purpose of registering from time to time all investment companies of which I
am now or hereafter a Director or Trustee and for which Keystone Investment
Management Company, Evergreen Asset Management Corp. or First Union National
Bank of North Carolina serves as Adviser or Manager and registering from time to
time the shares of such companies, and generally to do all such things in my
name and on my behalf to enable such investment companies to comply with the
provisions of the Securities Act of 1933, as amended, the Investment Company Act
of 1940, as amended, and all requirements and regulations of the Securities and
Exchange Commission thereunder, hereby ratifying and confirming my signature as
it may be signed by my said attorneys to any and all registration statements and
amendments thereto.
In Witness Whereof, I have executed this Power of Attorney as of June
18, 1997.
SIGNATURE TITLE
/s/ James S. Howell
_____________________________ Director/Trustee
James S. Howell
20388
<PAGE>
POWER OF ATTORNEY
I, the undersigned, hereby constitute Dorothy E. Bourassa, Terrence J.
Cullen, Rosemary D. Van Antwerp, James P. Wallin, Martin J. Wolin and John J.
Pileggi, each of them singly, my true and lawful attorneys, with full power to
them and each of them to sign for me and in my name in the capacity indicated
below any and all registration statements, including, but not limited to, Forms
N-8A, N-8B-1, S-5, N-14 and N-1A, as amended from time to time, and any and all
amendments thereto to be filed with the Securities and Exchange Commission for
the purpose of registering from time to time all investment companies of which I
am now or hereafter a Director or Trustee and for which Keystone Investment
Management Company, Evergreen Asset Management Corp. or First Union National
Bank of North Carolina serves as Adviser or Manager and registering from time to
time the shares of such companies, and generally to do all such things in my
name and on my behalf to enable such investment companies to comply with the
provisions of the Securities Act of 1933, as amended, the Investment Company Act
of 1940, as amended, and all requirements and regulations of the Securities and
Exchange Commission thereunder, hereby ratifying and confirming my signature as
it may be signed by my said attorneys to any and all registration statements and
amendments thereto.
In Witness Whereof, I have executed this Power of Attorney as of June
18, 1997.
SIGNATURE TITLE
/s/ Gerald M. McDonnell
_____________________________ Director/Trustee
Gerald M. McDonnell
20388
<PAGE>
POWER OF ATTORNEY
I, the undersigned, hereby constitute Dorothy E. Bourassa, Terrence J.
Cullen, Rosemary D. Van Antwerp, James P. Wallin, Martin J. Wolin and John J.
Pileggi, each of them singly, my true and lawful attorneys, with full power to
them and each of them to sign for me and in my name in the capacity indicated
below any and all registration statements, including, but not limited to, Forms
N-8A, N-8B-1, S-5, N-14 and N-1A, as amended from time to time, and any and all
amendments thereto to be filed with the Securities and Exchange Commission for
the purpose of registering from time to time all investment companies of which I
am now or hereafter a Director or Trustee and for which Keystone Investment
Management Company, Evergreen Asset Management Corp. or First Union National
Bank of North Carolina serves as Adviser or Manager and registering from time to
time the shares of such companies, and generally to do all such things in my
name and on my behalf to enable such investment companies to comply with the
provisions of the Securities Act of 1933, as amended, the Investment Company Act
of 1940, as amended, and all requirements and regulations of the Securities and
Exchange Commission thereunder, hereby ratifying and confirming my signature as
it may be signed by my said attorneys to any and all registration statements and
amendments thereto.
In Witness Whereof, I have executed this Power of Attorney as of June
18, 1997.
SIGNATURE TITLE
/s/ Thomas L. McVerry
_____________________________ Director/Trustee
Thomas L. McVerry
20388
<PAGE>
POWER OF ATTORNEY
I, the undersigned, hereby constitute Dorothy E. Bourassa, Terrence J.
Cullen, Rosemary D. Van Antwerp, James P. Wallin, Martin J. Wolin and John J.
Pileggi, each of them singly, my true and lawful attorneys, with full power to
them and each of them to sign for me and in my name in the capacity indicated
below any and all registration statements, including, but not limited to, Forms
N-8A, N-8B-1, S-5, N-14 and N-1A, as amended from time to time, and any and all
amendments thereto to be filed with the Securities and Exchange Commission for
the purpose of registering from time to time all investment companies of which I
am now or hereafter a Director or Trustee and for which Keystone Investment
Management Company, Evergreen Asset Management Corp. or First Union National
Bank of North Carolina serves as Adviser or Manager and registering from time to
time the shares of such companies, and generally to do all such things in my
name and on my behalf to enable such investment companies to comply with the
provisions of the Securities Act of 1933, as amended, the Investment Company Act
of 1940, as amended, and all requirements and regulations of the Securities and
Exchange Commission thereunder, hereby ratifying and confirming my signature as
it may be signed by my said attorneys to any and all registration statements and
amendments thereto.
In Witness Whereof, I have executed this Power of Attorney as of June
18, 1997.
SIGNATURE TITLE
/s/ William Walt Pettit
_____________________________ Director/Trustee
William Walt Pettit
20388
<PAGE>
POWER OF ATTORNEY
I, the undersigned, hereby constitute Dorothy E. Bourassa, Terrence J.
Cullen, Rosemary D. Van Antwerp, James P. Wallin, Martin J. Wolin and John J.
Pileggi, each of them singly, my true and lawful attorneys, with full power to
them and each of them to sign for me and in my name in the capacity indicated
below any and all registration statements, including, but not limited to, Forms
N-8A, N-8B-1, S-5, N-14 and N-1A, as amended from time to time, and any and all
amendments thereto to be filed with the Securities and Exchange Commission for
the purpose of registering from time to time all investment companies of which I
am now or hereafter a Director or Trustee and for which Keystone Investment
Management Company, Evergreen Asset Management Corp. or First Union National
Bank of North Carolina serves as Adviser or Manager and registering from time to
time the shares of such companies, and generally to do all such things in my
name and on my behalf to enable such investment companies to comply with the
provisions of the Securities Act of 1933, as amended, the Investment Company Act
of 1940, as amended, and all requirements and regulations of the Securities and
Exchange Commission thereunder, hereby ratifying and confirming my signature as
it may be signed by my said attorneys to any and all registration statements and
amendments thereto.
In Witness Whereof, I have executed this Power of Attorney as of June
18, 1997.
SIGNATURE TITLE
/s/ David M. Richardson
_____________________________ Director/Trustee
David M. Richardson
20388
<PAGE>
POWER OF ATTORNEY
I, the undersigned, hereby constitute Dorothy E. Bourassa, Terrence J.
Cullen, Rosemary D. Van Antwerp, James P. Wallin, Martin J. Wolin and John J.
Pileggi, each of them singly, my true and lawful attorneys, with full power to
them and each of them to sign for me and in my name in the capacity indicated
below any and all registration statements, including, but not limited to, Forms
N-8A, N-8B-1, S-5, N-14 and N-1A, as amended from time to time, and any and all
amendments thereto to be filed with the Securities and Exchange Commission for
the purpose of registering from time to time all investment companies of which I
am now or hereafter a Director or Trustee and for which Keystone Investment
Management Company, Evergreen Asset Management Corp. or First Union National
Bank of North Carolina serves as Adviser or Manager and registering from time to
time the shares of such companies, and generally to do all such things in my
name and on my behalf to enable such investment companies to comply with the
provisions of the Securities Act of 1933, as amended, the Investment Company Act
of 1940, as amended, and all requirements and regulations of the Securities and
Exchange Commission thereunder, hereby ratifying and confirming my signature as
it may be signed by my said attorneys to any and all registration statements and
amendments thereto.
In Witness Whereof, I have executed this Power of Attorney as of June
18, 1997.
SIGNATURE TITLE
/s/ Russell A. Salton, III MD
_____________________________ Director/Trustee
Russell A. Salton, III MD
20388
<PAGE>
POWER OF ATTORNEY
I, the undersigned, hereby constitute Dorothy E. Bourassa, Terrence J.
Cullen, Rosemary D. Van Antwerp, James P. Wallin, Martin J. Wolin and John J.
Pileggi, each of them singly, my true and lawful attorneys, with full power to
them and each of them to sign for me and in my name in the capacity indicated
below any and all registration statements, including, but not limited to, Forms
N-8A, N-8B-1, S-5, N-14 and N-1A, as amended from time to time, and any and all
amendments thereto to be filed with the Securities and Exchange Commission for
the purpose of registering from time to time all investment companies of which I
am now or hereafter a Director or Trustee and for which Keystone Investment
Management Company, Evergreen Asset Management Corp. or First Union National
Bank of North Carolina serves as Adviser or Manager and registering from time to
time the shares of such companies, and generally to do all such things in my
name and on my behalf to enable such investment companies to comply with the
provisions of the Securities Act of 1933, as amended, the Investment Company Act
of 1940, as amended, and all requirements and regulations of the Securities and
Exchange Commission thereunder, hereby ratifying and confirming my signature as
it may be signed by my said attorneys to any and all registration statements and
amendments thereto.
In Witness Whereof, I have executed this Power of Attorney as of June
18, 1997.
SIGNATURE TITLE
/s/ Michael S. Scofield
_____________________________ Director/Trustee
Michael S. Scofield
20388
<PAGE>
POWER OF ATTORNEY
I, the undersigned, hereby constitute Dorothy E. Bourassa, Terrence J.
Cullen, Rosemary D. Van Antwerp, James P. Wallin, Martin J. Wolin and John J.
Pileggi, each of them singly, my true and lawful attorneys, with full power to
them and each of them to sign for me and in my name in the capacity indicated
below any and all registration statements, including, but not limited to, Forms
N-8A, N-8B-1, S-5, N-14 and N-1A, as amended from time to time, and any and all
amendments thereto to be filed with the Securities and Exchange Commission for
the purpose of registering from time to time all investment companies of which I
am now or hereafter a Director or Trustee and for which Keystone Investment
Management Company, Evergreen Asset Management Corp. or First Union National
Bank of North Carolina serves as Adviser or Manager and registering from time to
time the shares of such companies, and generally to do all such things in my
name and on my behalf to enable such investment companies to comply with the
provisions of the Securities Act of 1933, as amended, the Investment Company Act
of 1940, as amended, and all requirements and regulations of the Securities and
Exchange Commission thereunder, hereby ratifying and confirming my signature as
it may be signed by my said attorneys to any and all registration statements and
amendments thereto.
In Witness Whereof, I have executed this Power of Attorney as of June
18, 1997.
SIGNATURE TITLE
/s/ Richard J. Shima
_____________________________ Director/Trustee
Richard J. Shima
