2
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A)
OF THE SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the Appropriate Box:
[x] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only
(as permitted by Rule 14a-6(e)(2)) [ ]
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
Evergreen Equity Trust
Evergreen Fixed Income Trust
Evergreen Select Equity Trust
Evergreen Select Fixed Income Trust
(Name of Registrant as Specified in Its Charter)
Evergreen Equity Trust
Evergreen Fixed Income Trust
Evergreen Select Equity Trust
Evergreen Select Fixed Income Trust
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(Name of Person Filing Proxy Statement, if Other Than the Registrant)
Payment of filing fee (check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction
applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (set forth the
amount on which the filing fee is calculated and state how it
was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] Fee paid previously with preliminary material
[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
-------------------------
(2) Form, Schedule or Registration Statement No.:
---
(3) Filing Party:
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(4) Date Filed:
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EVERGREEN FUNDS
200 Berkeley Street
Boston, Massachusetts 02116
April 12, 2002
Dear Shareholder:
I am writing to shareholders of the Evergreen Funds to let you know
about a Joint Special Meeting of Shareholders of the Funds to be held on May 31,
2002. Before that meeting, I would like your vote on three important proposals
described in the accompanying Notice of Joint Special Meeting of Shareholders
and Proxy Statement.
The first proposal would authorize each of the Funds to participate in
an interfund lending program whereby Funds with available cash would be able to
lend their excess cash on a short-term basis to other Funds in the Evergreen
Group of Funds. As explained in the accompanying proxy statement, the Boards of
Trustees believe that the interfund lending program will permit Funds with
excess cash to earn a higher rate of return on their excess cash than they could
earn on other short-term investments, while enabling Funds with short-term
borrowing needs to borrow at lower rates than may be available from banks.
The second proposal would ratify the Trustees' selection of KPMG LLP as
independent accountants for the Funds.
The third proposal, which applies to shareholders of Evergreen Utility
and Telecommunications Fund and Evergreen Precious Metals Fund only, would allow
Evergreen Utility and Telecommunications Fund and Evergreen Precious Metals Fund
to operate as non-diversified funds.
The Boards of Trustees of the Trusts have unanimously approved each
Proposal and recommend that you vote FOR each Proposal.
I realize that this Proxy Statement will take time to review, but your
vote is very important. Please take the time to familiarize yourself with the
proposals and to sign and return your proxy card in the enclosed postage-paid
envelope today. Instructions on how to complete the proxy card as well as how to
vote your proxy using other methods are included immediately after the Notice of
Joint Special Meeting.
If you have any questions about the proxy, please call Georgeson
Shareholder Communications, Inc., our proxy solicitor, toll free at
866-515-0317.
Thank you for taking this matter seriously and participating in this
important process.
Sincerely,
William M. Ennis
President
Evergreen Funds
EVERGREEN FUNDS
200 Berkeley Street
Boston, Massachusetts 02116
NOTICE OF JOINT SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON MAY 31, 2002
NOTICE IS HEREBY GIVEN THAT a Joint Special Meeting of the Shareholders
of the following series (each a "Fund") of Evergreen Fixed Income Trust
(Evergreen Diversified Bond Fund, Evergreen High Yield Bond Fund, Evergreen
Strategic Income Fund and Evergreen U.S. Government Fund only), Evergreen Select
Equity Trust (Evergreen Select Balanced Fund, Evergreen Core Equity Fund,
Evergreen Equity Index Fund, Evergreen Select Small Cap Growth Fund, Evergreen
Special Equity Fund, Evergreen Select Strategic Growth Fund and Evergreen
Strategic Value Fund only), and Evergreen Select Fixed Income Trust (Evergreen
Adjustable Rate Fund, Evergreen Core Bond Fund, Evergreen Fixed Income Fund,
Evergreen Fixed Income Fund II, Evergreen Select High Yield Bond Fund, Evergreen
Intermediate Term Municipal Bond Fund, Evergreen International Bond Fund and
Evergreen Limited Duration Fund only), and each series of Evergreen Equity Trust
will be held at the offices of the Evergreen Funds, 200 Berkeley Street, Boston,
Massachusetts 02116 on May 31, 2002 at 11:00 a.m. Eastern Time and any
adjournments thereof (collectively, the "Meeting") for the following purposes:
1. To approve a change to each Fund's fundamental investment restriction
concerning lending in order to permit it to participate in an Interfund
Lending Program.
2. To ratify the selection of KPMG LLP as independent accountants for the
Funds.
3. To approve an amendment to the fundamental investment restrictions
concerning diversification of Evergreen Utility and Telecommunications Fund
and Evergreen Precious Metals Fund (Evergreen Utility and
Telecommunications and Evergreen Precious Metals Funds only).
4. To transact such other business as may properly come before the Special
Meeting or any adjournment thereof.
The Board of Trustees has fixed the close of business on March 8, 2002
as the record date for determination of shareholders entitled to notice of and
to vote at the Special Meeting.
IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. SHAREHOLDERS WHO DO NOT
EXPECT TO ATTEND THE SPECIAL MEETING ARE URGED WITHOUT DELAY TO COMPLETE, SIGN,
DATE AND RETURN THE ACCOMPANYING PROXY CARD IN THE ENCLOSED ENVELOPE, WHICH
NEEDS NO POSTAGE IF MAILED IN THE UNITED STATES. INSTRUCTIONS FOR THE PROPER
EXECUTION OF THE PROXY CARD ARE SET FORTH IMMEDIATELY FOLLOWING THIS NOTICE.
By order of the Board of Trustees
Michael H. Koonce
Secretary
April 12, 2002
INSTRUCTIONS FOR SIGNING PROXY CARDS
The following general rules for signing proxy cards may be of
assistance to you and may help to avoid the time and expense involved in
validating your vote if you fail to sign your proxy card properly.
1. Individual Accounts: Sign your name exactly as it appears in the
registration on the proxy card.
2. Joint Accounts: Either party may sign, but the name of the party signing
should conform exactly to the name shown in the registration on the proxy
card.
3. All Other Accounts: The capacity of the individual signing the proxy card
should be indicated unless it is reflected in the form of registration. For
example:
Registration Valid Signature
Corporate Accounts
(1) ABC Corp. . . . . . . . . . . . . . . . . ABC Corp.
(2) ABC Corp. . . . . . . . . . . . . . . . . John Doe, Treasurer
(3) ABC Corp.
c/o John Doe, Treasurer . . . . . . . . . John Doe
(4) ABC Corp. Profit Sharing Plan . . . . . . John Doe, Trustee
Trust Accounts
(1) ABC Trust . . . . . . . . . . . . . . . Jane B. Doe, Trustee
(2) Jane B. Doe, Trustee
u/t/d 12/28/78 . . . . . . . . . . . . . .Jane B. Doe
Custodial or Estate Accounts
(1) John B. Smith, Cust.
f/b/o John B. Smith, Jr. UGMA . . . . . . John B. Smith
(2) Estate of John B. Smith . . . . . . . . . John B. Smith, Jr.,
Executor
OTHER WAYS TO VOTE YOUR PROXY
VOTE BY TELEPHONE:
1. Read the proxy statement and have your proxy card at hand.
2. Call the toll-free number indicated on your proxy card.
3. Enter the control number found on your proxy card.
4. Follow the simple recorded instructions.
VOTE BY INTERNET:
1. Read the proxy statement and have your proxy card at hand.
2. Go to the website indicated on your proxy card and follow the
voting instructions.
The above methods of voting are generally available 24 hours a day. Do
not mail the proxy card if you are voting by telephone or Internet. If you have
any questions about the proxy card, please call Georgeson Shareholder
Communications, Inc., our proxy solicitor, at 866-515-0317 (toll free).
EVERGREEN FUNDS
200 Berkeley Street
Boston, Massachusetts 02116
JOINT SPECIAL MEETING OF SHAREHOLDERS
May 31, 2002
PROXY STATEMENT
This Proxy Statement is furnished in connection with the solicitation
of proxies by the Boards of Trustees of Evergreen Equity Trust, Evergreen Fixed
Income Trust, Evergreen Select Equity Trust, and Evergreen Select Fixed Income
Trust (the "Trusts"), for use at a Joint Special Meeting of Shareholders of the
Trusts to be held at 11:00 a.m. Eastern Time on May 31, 2002 at the offices of
the Evergreen Funds, 200 Berkeley Street, Boston, Massachusetts 02116, and any
adjournments thereof (collectively, the "Meeting"). A notice of the Meeting and
a proxy card accompany this Proxy Statement. This Proxy Statement and the
accompanying Notice of Special Meeting and proxy card are first being mailed to
shareholders on or about April 12, 2002. The costs of solicitation and the
expenses incurred in connection with preparing this Proxy Statement and its
enclosures will be paid by all of the Evergreen Funds. The most recent annual
report of any of the Evergreen Funds is available upon request without charge by
writing the Trusts or calling Georgeson Shareholder Communications, Inc., our
proxy solicitor, toll free at 866-515-0317.
If the enclosed proxy is properly executed and returned in time to be
voted at the Meeting, the shares of beneficial interest ("Shares") represented
by the proxy will be voted in accordance with the instructions marked therein.
Unless instructions to the contrary are marked on the proxy, it will be voted
FOR the matters listed in the accompanying Notice of Joint Special Meeting of
Shareholders. Any shareholder who has given a proxy has the right to revoke it
at any time prior to its exercise either by attending the Meeting and voting his
or her Shares in person, or by submitting a letter of revocation or a
later-dated proxy to the respective Trust at the above address prior to the date
of the Meeting.
The Shares of the Trusts entitled to vote at the Meeting are issued in
separate series, each representing a separate investment portfolio, each of
which is referred to as a "Fund." In voting on each of the Proposals, each Share
of a Fund is entitled one vote for each dollar of net asset value and a
fractional vote for each fraction of a dollar of net asset value attributable to
such Share. If a quorum with respect to a Fund is not present at the Meeting, or
if a quorum is present but sufficient votes to approve each applicable proposal
with respect to a Fund are not received, the persons named as proxies on the
enclosed proxy card may propose one or more adjournments of the Meeting to
permit further solicitation of proxies. In determining whether to adjourn the
Meeting, the following factors may be considered: the nature of the proposals
that are the subject of the Meeting, the percentage of votes actually cast, the
percentage of negative votes actually cast, the nature of any further
solicitation and the information to be provided to shareholders with respect to
the reasons for the solicitation. Any adjournment will require the affirmative
vote of a majority of those Shares of a Fund represented at the Meeting in
person or by proxy. A shareholder vote may be taken on one or more of the
proposals in this Proxy Statement prior to any such adjournment if sufficient
votes have been received for approval. Under each Trust's Agreement and
Declaration of Trust (the "Declaration of Trust"), a quorum of shareholders is
constituted by the presence in person or by proxy of the holders of 25% of the
outstanding Shares of the Fund entitled to vote at the Meeting.
For ease of reference, the following table lists the proposals to be
acted on by the shareholders, and indicates which Funds are eligible to vote on
each such proposal:
Proposal Description Funds Affected
-------- ----------- --------------
(1) Approval of a change to each Fund's All Funds
fundamental investment restriction
concerning lending in order to
permit it to participate in an
Interfund Lending Program
(2) Ratification of the selection of All Funds
KPMG LLP as independent accountants
for the Funds
(3) Approval of an amendment to the
fundamental investment restriction
concerning diversification of:
(a) Evergreen Utility and
Telecommunications Fund Evergreen Utility and
Telecommunications Fund
(b) Evergreen Precious Metals Fund
Evergreen Precious Metals Fund
Each Board of Trustees has fixed the close of business on March 8, 2002
as the record date (the "Record Date") for the determination of shareholders of
each Fund entitled to notice of and to vote at the Meeting. All shareholders of
record of a Fund on the Record Date will be entitled to one vote for each dollar
of net asset value of the Fund held on that date.
As of March 1, 2002, the respective officers and Trustees of each Trust
as a group beneficially owned less than 1% of the Shares of each Fund. A list of
persons who owned beneficially or of record more than 5% of each class of each
Fund's outstanding Shares as of March 1, 2002 is set out in Appendix A.
In order that your Shares may be represented at the Meeting, you are
requested to:
-- indicate your instructions on the enclosed proxy card;
-- date and sign the proxy card;
-- mail the proxy card promptly in the enclosed envelope, which
requires no postage if mailed in the United States; and
-- allow sufficient time for the proxy card to be received on or
before 11:00 a.m. Eastern Time on May 31, 2002.
You may also vote by telephone or the Internet by following the
instructions at the beginning of this Proxy Statement.
PROPOSAL ONE
TO APPROVE A CHANGE TO EACH
FUND'S FUNDAMENTAL INVESTMENT
RESTRICTION CONCERNING
LENDING IN ORDER TO PERMIT
EACH FUND TO PARTICIPATE IN
THE INTERFUND LENDING PROGRAM
Introduction
When a shareholder redeems his or her shares of a Fund, the Fund may
not have sufficient cash on hand to pay the redemption proceeds. In that case,
the Fund may sell portfolio securities or it may choose to borrow money for a
short period of time. Borrowing may often be less disruptive to the Fund's
investment strategy than liquidating investments.
Each Fund has a borrowing policy that permits, among other things, the
Fund to borrow from banks or others as a temporary measure up to 5% of its
assets. Currently, the Funds have a credit facility in which a number of banks
participate. The Funds can use this facility to borrow to meet redemptions and
for other temporary purposes. The Funds pay a commitment fee to the banks,
whether or not they borrow from the credit facility.
At any given time, while one or more of the Funds may wish to borrow
money, other Funds may have excess cash, which they generally invest in
short-term (usually overnight) repurchase agreements with banks or in money
market funds. The borrowing Funds in general pay a higher rate of interest on
their bank loans than the other Funds earn on their short-term investments. In
effect, the difference between the rate banks pay in interest on repurchase
agreements and what the banks charge in interest to the borrowing Funds
represents the banks' compensation for arranging the loans. Accordingly, the
Boards of the Trusts believe that a Fund needing cash may be able to obtain
lower rates through an interfund lending program and a Fund with excess cash may
be able to obtain a rate of return higher than those offered on alternative
short-term investments.
The Interfund Lending Proposal
In order for each Fund to participate in the Interfund Lending Program
as a lender, each Fund's fundamental investment restriction regarding lending
must be amended. Currently, each Fund's policy provides as follows:
Each Fund may not make loans to other persons, except that a
Fund may lend its portfolio securities in accordance with
applicable law. The acquisition of investment securities or
other investment instruments shall not be deemed to be the
making of a loan.
The Boards recommend that the policy be amended to read as follows
(with new language underlined):
Each Fund may not make loans to other persons, except that a
Fund may lend its portfolio securities or cash in accordance
with applicable law. The acquisition of investment securities
or other investment instruments shall not be deemed to be the
making of a loan.
If the proposed amended policy is approved with respect to a Fund, that
Fund would be eligible to participate as a lender in the interfund lending
program. (No shareholder approval is required for a Fund to participate as a
borrower in the interfund lending program.) All loans would be made pursuant to
a master loan agreement, and a lending Fund could lend available cash to another
Fund only when the "interfund rate" was higher than the rate the lending Fund
could earn on a repurchase agreement or on other comparable short-term
investments. Each borrowing Fund could borrow through the interfund lending
program only when the interfund rate, plus any associated fees, was lower than
the available bank loan rate.
In determining to recommend the proposed amended policy to
shareholders, the Trustees of each Trust considered the possible risks to a Fund
from participating in the interfund lending program. The Funds' investment
advisers do not view the difference in rate available on bank borrowings and
repurchase agreements or other short-term investments as reflecting a material
difference in the riskiness of the transactions, but rather as reflecting the
need of banks to earn a spread between their cost of borrowing (through
repurchase agreements) and what they charge as interest on loans. However, there
is a risk that a lending Fund could experience delays in obtaining prompt
repayment of a loan. A delay in receiving repayment could cause a lending Fund
to miss an investment opportunity or to incur costs to borrow money to replace
the delayed payment. In addition, when a Fund enters into a repurchase
agreement, it receives collateral; by contrast, it is not expected that a
lending Fund would receive collateral from a borrowing Fund, although a lending
Fund could require collateral in connection with a particular loan.
The Boards of the Trusts believe that the benefits to the Funds of
participation in the interfund lending program outweigh these risks.
In order to permit the Funds to engage in interfund borrowing and
lending transactions, regulatory approval from the Securities and Exchange
Commission (the "SEC") was required because the transactions may be considered
to be between affiliated persons and therefore prohibited by the Investment
Company Act of 1940 (the "1940 Act"). The Funds have sought and obtained an
exemptive order from the SEC to permit the operation of the interfund lending
program, subject to certain conditions. If shareholders of a Fund approve the
Fund's participation as a lender in the program, all loans would be made in
accordance with the conditions contained in the order or in any amendment to the
order.
Required Vote
Approval of Proposal One with respect to a Fund requires the vote of a
majority of the shareholders of that Fund. A majority is defined in the 1940 Act
as the lesser of (a) 67% of the Shares of the Fund present at the Meeting if
more than 50% of the outstanding Shares are present in person or by proxy at the
Meeting; or (b) more than 50% of the outstanding Shares of the Fund ("Majority
Vote"). If Proposal One is not approved by shareholders of a Fund, that Fund
will not participate as a lender in the Interfund Lending Program.
THE BOARDS OF TRUSTEES RECOMMEND THAT THE SHAREHOLDERS OF EACH FUND VOTE "FOR"
PROPOSAL ONE.
PROPOSAL TWO
TO RATIFY THE SELECTION OF KPMG LLP AS
INDEPENDENT ACCOUNTANTS OF THE FUNDS
The Trustees of each Trust have selected KPMG LLP as independent
accountants for each Fund to sign or certify any financial statements of the
Funds required by law to be certified by an independent accountant, including
filings with the SEC.
The applicable provisions of the 1940 Act require that selection of
independent accountants be made by those Trustees who are not "interested
persons" of a Trust (the "Independent Trustees") and that it be ratified by
shareholders. In addition, as required by the 1940 Act, the Independent
Trustees' selection of independent accountants is subject to the right of each
Trust, by vote of a majority of its outstanding voting securities at any meeting
called for the purpose of voting on such action, to terminate the independent
accountants' employment without penalty.
The independent accountants examine annual financial statements for the
Funds and provide other audit- and tax-related services. In recommending the
selection of the Funds' accountants, the Trusts' Audit Committees reviewed the
nature and scope of the services to be provided (including non-audit services)
and whether the performance of such services would affect the accountants'
independence. Representatives of KPMG LLP are not expected to be present at the
meeting, but have been given the opportunity to make a statement if they so
desire and will be available should any matter arise requiring their presence.
The following table sets forth for the most recently completed fiscal
year of each Trust (1) the aggregate amount of fees billed by KPMG LLP for audit
services to the Trust, (2) the aggregate amount of fees billed for financial
information systems design and implementation services by KPMG LLP for services
rendered to each Trust, the Trust's investment advisers, and to all affiliates
of the advisers that provide services to the Trust; and (3) the aggregate amount
of fees billed by KPMG LLP for all other services rendered to each Trust, the
Trust's investment advisers, and all other affiliates of the advisers that
provide services to the Trust.
Financial Information
Trust Name Systems Design and
Audit Fees Implementation Fees All Other Fees 1
Evergreen Equity Trust $362,500 -- $290,100
Evergreen Fixed Income Trust $112,000 -- $263,100
Evergreen Select Equity Trust
$159,850 -- $277,500
Evergreen Select Fixed Income Trust
$151,950 -- $268,275
1 For each Trust, the "All Other Fees" totals include (a) audit-related
fees for audits of affiliated entities of the Trusts in the amount of $232,500
and (b) other non-audit services, consisting of tax compliance services and
issuance of certain agreed upon procedures letters for the Trusts and affiliated
entities as follows: Evergreen Equity Trust -- $57,600, Evergreen Fixed Income
Trust --$30,600, Evergreen Select Equity Trust -- $45,000, and Evergreen Select
Fixed Income Trust -- $35,775.
Required Vote
Approval of Proposal Two with respect to a Trust requires the vote of a
majority of the shareholders of that Trust whose shares are cast at the Meeting.
THE BOARDS OF TRUSTEES RECOMMEND THAT THE SHAREHOLDERS OF EACH FUND VOTE "FOR"
PROPOSAL TWO.
PROPOSAL THREE
TO APPROVE AN AMENDMENT TO THE FUNDAMENTAL INVESTMENT RESTRICTIONS OF EVERGREEN
UTILITY AND TELECOMMUNICATIONS
FUND AND EVERGREEN PRECIOUS METALS FUND CONCERNING DIVERSIFICATION
The 1940 Act requires all mutual funds to specify whether they are
"diversified" or "non-diversified" and provides that a fund can change its
classification only with the approval of shareholders. Currently, Evergreen
Utility and Telecommunications Fund ("Utility and Telecommunications Fund") and
Evergreen Precious Metals Fund ("Precious Metals Fund") are each classified as a
diversified fund. To remain classified as a diversified investment company under
the 1940 Act, each Fund must conform with the following requirements: With
respect to 75% of its total assets, the Fund 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 as of 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.
The Board of Trustees of Evergreen Equity Trust proposes changing
Utility and Telecommunication Fund's and Precious Metals Fund's classification
to be non-diversified funds as defined in the 1940 Act.
If the proposed amended policy is approved, Utility and
Telecommunications Fund and Precious Metals Fund would each be permitted to
invest up to 25% of its assets in a single issuer, and up to 50% of its assets
could consist of the securities of only two issuers. With respect to the
remainder of each Fund's assets, no more than 5% could be invested in any one
issuer, and each Fund may not own more than 10% of the outstanding voting
securities of any issuer. The Board of Trustees believes that the investment
flexibility provided by this change could help each Fund focus its investments
on those companies which can best assist the Fund achieve its investment
objective.
In determining to recommend the proposed amended policy to
shareholders, the Trustees of Evergreen Equity Trust considered the possible
risks to each Fund from becoming non-diversified. A higher percentage of
investments among fewer issuers may result in greater fluctuation in the total
market value of each Fund's portfolio than in the portfolio of a fund which
invests in a larger number of issuers.
The Board of Trustees believes that the additional flexibility afforded
each of Utility and Telecommunications Fund and Precious Metals Fund by being
able to concentrate its investments outweighs this risk.
Required Vote
Approval of Proposal Three requires a Majority Vote of the shareholders
of Utility and Telecommunications Fund or Precious Metals Fund, as applicable.
If Proposal Three is not approved by shareholders of a Fund, that Fund will
continue to operate as a diversified fund.
THE BOARD OF TRUSTEES OF EVERGREEN EQUITY TRUST RECOMMENDS THAT THE SHAREHOLDERS
OF UTILITY AND TELECOMMUNICATIONS FUND AND PRECIOUS METALS FUND VOTE "FOR"
PROPOSAL THREE.
OTHER MATTERS
Submission of Shareholder Proposals
The Trusts are not generally required to hold annual or special
meetings of shareholders. Shareholders wishing to submit proposals for inclusion
in a proxy statement for a subsequent shareholders' meeting of a Trust should
send their written proposals to the Secretary of the respective Trust, 200
Berkeley Street, Boston, MA 02116.
Shareholders' Request for Special Meeting
Shareholders holding at least 10% of a Trust's outstanding voting
securities (as defined in the 1940 Act) may require the calling of a meeting of
the Trust's shareholders for the purpose of voting on the removal of any Board
member. Meetings of a Trust's shareholders for any other purpose will also be
called by the Board when requested in writing by shareholders holding at least
10% of the Shares then outstanding or, if the Board members shall fail to call
or give notice of any meeting of shareholders for a period of 30 days after such
application, shareholders holding at least 10% of the Shares then outstanding
may call and give notice of such meeting.
Other Matters to Come Before the Meeting
The Boards do not intend to present any other business at the Meeting
other than as described in this Proxy Statement, nor are the Boards aware that
any shareholder intends to do so. If, however, any other matters are properly
brought before the Meeting, the persons named in the accompanying proxy card
will vote thereon in accordance with their judgment.
IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. SHAREHOLDERS WHO DO NOT
EXPECT TO ATTEND THE MEETING ARE THEREFORE URGED TO COMPLETE, SIGN, DATE, AND
RETURN THE PROXY AS SOON AS POSSIBLE IN THE ENCLOSED POSTAGE PAID ENVELOPE.
April 12, 2002
B - 2
Exhibit A List of Five Percent Shareholders of Each Fund [to be added]
[FORM OF PROXY CARD]
EVERY SHAREHOLDER'S VOTE IS IMPORTANT!
THE BOARDS OF TRUSTEES RECOMMEND A VOTE "FOR" EACH PROPOSAL
PLEASE VOTE, SIGN DATE AND PROMPTLY RETURN
YOUR PROXY IN THE ENCLOSED ENVELOPE TODAY!
Please detach at the perforation before mailing.
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EVERGREEN FUNDS
[Name of Fund]
proxy for the meeting of shareholders
to be held on may 31, 2002
The undersigned, revoking all Proxies heretofore given, hereby appoints
Michael H. Koonce, Catherine E. Foley, Maureen E. Towle, and Lloyd Lipsett, or
any of them as Proxies of the undersigned, with full power of substitution, to
vote on behalf of the undersigned all shares of the Fund that the undersigned is
entitled to vote at the special meeting of shareholders of the Fund to be held
at 11 a.m. Eastern Time on May 31, 2002 at the offices of the Evergreen Funds,
200 Berkeley Street, Boston, Massachusetts 02116 and at any adjournments
thereof, as fully as the undersigned would be entitled to vote if personally
present.
NOTE: PLEASE SIGN EXACTLY AS YOUR NAME(S) APPEAR ON THIS PROXY. If
joint owners, EITHER may sign this Proxy. When signing as attorney,
administrator, trustee, guardian, or custodian for a minor, please give your
full title. When signing on behalf of a corporation or as a partner for a
partnership, please give the full corporate or partnership name and your title,
if any.
Date , 2002
------------------------
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Signature(s) and Title(s), if applicable
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THIS PROXY IS SOLICITED ON BEHALF OF THE BOARDS OF TRUSTEES OF THE EVERGREEN
FUNDS. THIS PROXY WILL BE VOTED AS SPECIFIED BELOW WITH RESPECT TO THE ACTION TO
BE TAKEN ON THE FOLLOWING PROPOSALS. THE SHARES REPRESENTED HEREBY WILL BE VOTED
AS INDICATED OR FOR THE PROPOSALS IF NO CHOICE IS INDICATED. THE BOARDS OF
TRUSTEES OF THE EVERGREEN FUNDS RECOMMEND A VOTE FOR THE PROPOSALS. PLEASE MARK
YOUR VOTE BELOW IN BLUE OR BLACK INK. DO NOT USE RED INK. EXAMPLE: X
1. To approve a change to the Fund's fundamental investment restriction
concerning lending in order to permit it to participate in an
Interfund Lending Program.
__ FOR __AGAINST __ABSTAIN
2. To ratify the selection of KPMG LLP as independent accountants.
__ FOR __AGAINST __ABSTAIN
3. To approve an amendment to the fundamental investment restriction
concerning diversification of:
(a) Evergreen Utility and Telecommunications Fund
__ FOR __AGAINST __ABSTAIN
(b) Evergreen Precious Metals Fund
__ FOR __AGAINST __ABSTAIN