SEC Company Response from EVERGREEN MONEY MARKET TRUST (CIK 0000820636) — Feb 10, 2005
EVERGREEN MONEY MARKET TRUST (CIK 0000820636)
Date: Feb. 10, 2005 · CIK: 0000820636 · Accession: 0000907244-05-000047
AI Filing Summary & Sentiment
File numbers found in text: 333-121403, 333-121404, 333-121412, 333-121413, 333-121414, 333-121441, 811-08363, 811-08365, 811-08367, 811-08413, 811-08555
Letter
February 10, 2005 James O'Connor Division of Investment Management U.S. Securities and Exchange Commission 901 E Street, NW Washington, D.C. 20004
RE: Evergreen Select Equity Trust, File Nos. 811-08363 and 333-121413 Evergreen Select Fixed Income Trust (2), File Nos. 811-08365 and 333-121414 and 333-121441 Evergreen Money Market Trust, File Nos. 811-08555 and 333-121412 Evergreen Equity Trust, File Nos. 811-08413 and 333-121404 Evergreen Municipal Trust, File Nos. 811-08367 and 333-121403 (the "Registrants)
Dear Mr. O'Connor:
In connection with the Registration Statements on Form N-14AE filed by the Registrants on December 17 and December 20, 2004, relating to the proposed mergers of various SouthTrust Funds into certain Evergreen funds, I am responding on behalf of the Registrants to your comments. For your reference, the dates of the filings, the funds involved, the accession numbers and the file numbers of the six filings are as follows: <TABLE> <CAPTION> --------------- ----------------------------- -------------------------------------- --------------------- -------------- Date of Filing Accession Target Fund Survivor Fund Number File Nos. <S> <C> <C> <C> <C> --------------- ----------------------------- -------------------------------------- --------------------- -------------- --------------- ----------------------------- -------------------------------------- --------------------- -------------- 12/17/04 SouthTrust Growth Fund Evergreen Strategic Growth Fund 0000907244-04-000373 333-121413 --------------- ----------------------------- -------------------------------------- --------------------- -------------- --------------- ----------------------------- -------------------------------------- --------------------- -------------- 12/17/04 SouthTrust Income Fund Evergreen Short Intermediate Bond 0000907244-04-000374 333-121414 Fund --------------- ----------------------------- -------------------------------------- --------------------- -------------- 12/17/04 SouthTrust US Treasury Evergreen Treasury Money Market Fund 0000907244-04-000372 333-121412 Money Market Fund --------------- ----------------------------- -------------------------------------- --------------------- -------------- --------------- ----------------------------- -------------------------------------- --------------------- -------------- 12/17/04 SouthTrust Value Fund Evergreen Disciplined Value Fund 0000907244-04-000370 333-121404
--------------- ----------------------------- -------------------------------------- --------------------- -------------- --------------- ----------------------------- -------------------------------------- --------------------- -------------- 12/17/04 SouthTrust Alabama Tax Free Evergreen Alabama Municipal Bond Fund 0000907244-04-000369 333-121403 Income Fund --------------- ----------------------------- -------------------------------------- --------------------- -------------- --------------- ----------------------------- -------------------------------------- --------------------- -------------- 12/20/04 SouthTrust Bond Fund Evergreen Core Bond Fund 0000907244-04-000377 333-121441 --------------- ----------------------------- -------------------------------------- --------------------- -------------- </TABLE> Disclosure Comments:
Comment #1: You suggested that we add the disclosure regarding short term trading and fair valuation of securities required for Prospectuses pursuant to "Final Rule: Disclosure Regarding Market Timing and Selective Disclosure of Portfolio Holdings" (Release Nos. 33-8408; IC-26418; File No. S7-26-03).
Response: Disclosure has been added. <PAGE>
Comment #2: You requested that we add disclosure to state that fund shares are not guaranteed and are not a deposit with a bank.
Response: Disclosure to that effect can be found under the section entitled "More Information about the Funds is Available."
Comment #3: You suggested that we (1) change the sub-heading "Legal Proceedings" currently found under the section entitled "What Who will be the Investment Advisor and Portfolio Manager of my Fund after the Merger? What will the Advisory Fee be after the Merger?" to a separate question, (2) add this question to the Table of Contents and (3) review the disclosure in order to provide SouthTrust shareholders with all pertinent information regarding legal proceedings.
Response: These changes have been made.
Comment #4: Under the sections entitled "Merger Information" and "Information Regarding Investment Advisory Agreement" you suggested that we add disclosure to state what the Board of Trustees of the SouthTrust Funds considered and what they concluded regarding the proposed mergers of the funds and the approval of the advisory agreement, as it relates to the SEC's enforcement action pending against Evergreen Investments and its impact on the Evergreen funds involved in the proposed mergers.
Response: Disclosure to that effect has been added.
Comment #5: In the section entitled "Information Regarding Investment Advisory Agreement" you suggested that we clarify the disclosure regarding the terms of the advisory contract approved by the SouthTrust Board of Trustees and to be approved by shareholders.
Response: The disclosure has been clarified.
Comment #6: You commented that additional disclosure regarding the Board's findings in connection with approving the investment advisory agreement be added to the section entitled "Information Regarding Investment Advisory Agreement" pursuant to "Final Rule: Disclosure Regarding Approval of Investment Advisory Contracts by Directors of Investment Companies" (Release Nos. 33-8433;IC-26486; File No. S7-08-04).
Response: The requested disclosure has been added.
Comment #7: In the section entitled "Voting Information Concerning the Meeting", you commented that the disclosure regarding the effect of broker non-votes on the proposals should be amended to address the differences in treatment between the proposals.
Response: The disclosure has been changed.
<PAGE>
Accounting Comments:
Comment #8: In the sections entitled "Annual Fund Operating Expenses" and in the "Pro Forma Capitalization," you asked that we include a footnote that indicates which Fund will be the accounting survivor.
Response: The requested footnote has been added.
Comment #9: In the Pro Forma Capitalization table appearing in the section entitled "Pro Forma Capitalization" in the N-14, add a column to show "Adjustments" to the shares outstanding.
Response: This column and the adjustment amounts have been added.
Comment #10: You noted that within the annual reports filed with the N-14's, in the section showing the growth of a hypothetical $10,000 investment, we include a parenthetical indicated that the "graph is omitted." You have asked us to include the plot points within the graph.
Response: The plot points have been added.
Comment #11: With respect to all of the proposed mergers except the merger relating to SouthTrust U.S. Treasury Money Market Fund, given that the filings do not contain Pro Forma Financial Statements add a statement to the SAI page of the Form N-14 to indicate that within 30 days of the filing the SouthTrust Fund's assets did not represent 10% or more of the combined fund assets.
Response: We have added a statement similar to or identical to the following statement to the SAI page of the Form N-14 for all mergers except the merger relating to SouthTrust U.S. Treasury Money Market Fund:
"The pro forma financial statements required by Rule 11-01 of Regulation S-X [17 CFR 210.11-01] need not be prepared since the net asset value of the SouthTrust Fund does not exceed ten percent of Evergreen Large Cap Equity Fund's net asset value."
We have also confirmed that this statement is true as of December 31, 2004, which is within 30 days of the filing.
Comment #12: You noted that in the annual reports filed with the N-14's, investments in affiliates is not enumerated as a separate line item within the Balance Sheet. You have asked us to confirm that this will be done in future filings of the annual report.
Response: We have confirmed that investments in affiliates, which is currently enumerated separately in the Schedule of Investments, will also be enumerated in a separate line item within the Balance Sheet in future annual report filings where the holding is 10% or more of the net assets of the fund and on the Statement of Operations when income earned from the affiliate is 5% or more of the investment income of the fund.
Comment #13: With respect to the Pro Forma Financial Statements, you have asked us to add to Note 3 the total shares outstanding of the combined fund and the amount of the Acquiring Fund shares issued to Target Fund shareholders, on a combined fund basis rather than a class-by-class basis.
<PAGE> Response: The requested information has been added to Note 3 of the Pro Forma Financial Statements for SouthTrust U.S. Treasury Money Market Fund, the only proposed merger which requires Pro Forma Financial Statements.
We represent to you, on behalf of each Evergreen Fund, that:
(i) the Fund is responsible for the adequacy and accuracy of the disclosure in the filings; (ii) staff comments or changes to disclosure in response to staff comments in the filings reviewed by the staff do not foreclose the Commission from taking any action with respect to the filing; and (iii) the Fund may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
Pursuant to Rule 485(b), we will file six Registration Statements on or around the date that the Commission may determine, pursuant to the Delaying Amendments filed on January 13 and 14, 2005 for the purpose of delaying the effectiveness of the Registration Statements.
Please feel free to call me at (617) 210-3682 if you have any questions or would like anything additional. Thank you.
Sincerely,
/s/ Maureen E. Towle
Show Raw Text
<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
February 10, 2005
James O'Connor
Division of Investment Management
U.S. Securities and Exchange Commission
901 E Street, NW
Washington, D.C. 20004
RE: Evergreen Select Equity Trust, File Nos. 811-08363 and 333-121413
Evergreen Select Fixed Income Trust (2), File Nos. 811-08365 and
333-121414 and 333-121441
Evergreen Money Market Trust, File Nos. 811-08555 and 333-121412
Evergreen Equity Trust, File Nos. 811-08413 and 333-121404
Evergreen Municipal Trust, File Nos. 811-08367 and 333-121403
(the "Registrants)
Dear Mr. O'Connor:
In connection with the Registration Statements on Form N-14AE filed by the
Registrants on December 17 and December 20, 2004, relating to the proposed
mergers of various SouthTrust Funds into certain Evergreen funds, I am
responding on behalf of the Registrants to your comments. For your reference,
the dates of the filings, the funds involved, the accession numbers and the file
numbers of the six filings are as follows:
<TABLE>
<CAPTION>
--------------- ----------------------------- -------------------------------------- --------------------- --------------
Date of Filing Accession
Target Fund Survivor Fund Number File Nos.
<S> <C> <C> <C> <C>
--------------- ----------------------------- -------------------------------------- --------------------- --------------
--------------- ----------------------------- -------------------------------------- --------------------- --------------
12/17/04 SouthTrust Growth Fund Evergreen Strategic Growth Fund 0000907244-04-000373 333-121413
--------------- ----------------------------- -------------------------------------- --------------------- --------------
--------------- ----------------------------- -------------------------------------- --------------------- --------------
12/17/04 SouthTrust Income Fund Evergreen Short Intermediate Bond 0000907244-04-000374 333-121414
Fund
--------------- ----------------------------- -------------------------------------- --------------------- --------------
12/17/04 SouthTrust US Treasury Evergreen Treasury Money Market Fund 0000907244-04-000372 333-121412
Money Market Fund
--------------- ----------------------------- -------------------------------------- --------------------- --------------
--------------- ----------------------------- -------------------------------------- --------------------- --------------
12/17/04 SouthTrust Value Fund Evergreen Disciplined Value Fund 0000907244-04-000370 333-121404
--------------- ----------------------------- -------------------------------------- --------------------- --------------
--------------- ----------------------------- -------------------------------------- --------------------- --------------
12/17/04 SouthTrust Alabama Tax Free Evergreen Alabama Municipal Bond Fund 0000907244-04-000369 333-121403
Income Fund
--------------- ----------------------------- -------------------------------------- --------------------- --------------
--------------- ----------------------------- -------------------------------------- --------------------- --------------
12/20/04 SouthTrust Bond Fund Evergreen Core Bond Fund 0000907244-04-000377 333-121441
--------------- ----------------------------- -------------------------------------- --------------------- --------------
</TABLE>
Disclosure Comments:
Comment #1: You suggested that we add the disclosure regarding short term
trading and fair valuation of securities required for
Prospectuses pursuant to "Final Rule: Disclosure Regarding
Market Timing and Selective Disclosure of Portfolio
Holdings" (Release Nos. 33-8408; IC-26418; File No. S7-26-03).
Response: Disclosure has been added.
<PAGE>
Comment #2: You requested that we add disclosure to state that fund
shares are not guaranteed and are not a deposit with a bank.
Response: Disclosure to that effect can be found under the section
entitled "More Information about the Funds is Available."
Comment #3: You suggested that we (1) change the sub-heading "Legal
Proceedings" currently found under the section entitled "What
Who will be the Investment Advisor and Portfolio Manager of my
Fund after the Merger? What will the Advisory Fee be after the
Merger?" to a separate question, (2) add this question to the
Table of Contents and (3) review the disclosure in order to
provide SouthTrust shareholders with all pertinent information
regarding legal proceedings.
Response: These changes have been made.
Comment #4: Under the sections entitled "Merger Information" and
"Information Regarding Investment Advisory Agreement" you
suggested that we add disclosure to state what the Board of
Trustees of the SouthTrust Funds considered and what they
concluded regarding the proposed mergers of the funds and the
approval of the advisory agreement, as it relates to the SEC's
enforcement action pending against Evergreen Investments and
its impact on the Evergreen funds involved in the proposed
mergers.
Response: Disclosure to that effect has been added.
Comment #5: In the section entitled "Information Regarding Investment
Advisory Agreement" you suggested that we clarify the
disclosure regarding the terms of the advisory contract
approved by the SouthTrust Board of Trustees and to be
approved by shareholders.
Response: The disclosure has been clarified.
Comment #6: You commented that additional disclosure regarding the Board's
findings in connection with approving the investment
advisory agreement be added to the section entitled
"Information Regarding Investment Advisory Agreement" pursuant
to "Final Rule: Disclosure Regarding Approval of Investment
Advisory Contracts by Directors of Investment
Companies" (Release Nos. 33-8433;IC-26486; File No. S7-08-04).
Response: The requested disclosure has been added.
Comment #7: In the section entitled "Voting Information Concerning the
Meeting", you commented that the disclosure regarding the
effect of broker non-votes on the proposals should be amended
to address the differences in treatment between the proposals.
Response: The disclosure has been changed.
<PAGE>
Accounting Comments:
Comment #8: In the sections entitled "Annual Fund Operating Expenses"
and in the "Pro Forma Capitalization," you asked that we
include a footnote that indicates which Fund will be the
accounting survivor.
Response: The requested footnote has been added.
Comment #9: In the Pro Forma Capitalization table appearing in the
section entitled "Pro Forma Capitalization" in the N-14, add a
column to show "Adjustments" to the shares outstanding.
Response: This column and the adjustment amounts have been added.
Comment #10: You noted that within the annual reports filed with the
N-14's, in the section showing the growth of a hypothetical
$10,000 investment, we include a parenthetical indicated that
the "graph is omitted." You have asked us to include the plot
points within the graph.
Response: The plot points have been added.
Comment #11: With respect to all of the proposed mergers except the
merger relating to SouthTrust U.S. Treasury Money Market Fund,
given that the filings do not contain Pro Forma Financial
Statements add a statement to the SAI page of the Form N-14 to
indicate that within 30 days of the filing the SouthTrust
Fund's assets did not represent 10% or more of the combined
fund assets.
Response: We have added a statement similar to or identical to the
following statement to the SAI page of the Form N-14 for all
mergers except the merger relating to SouthTrust U.S. Treasury
Money Market Fund:
"The pro forma financial statements required by Rule 11-01 of
Regulation S-X [17 CFR 210.11-01] need not be prepared since
the net asset value of the SouthTrust Fund does not exceed ten
percent of Evergreen Large Cap Equity Fund's net asset value."
We have also confirmed that this statement is true as of
December 31, 2004, which is within 30 days of the filing.
Comment #12: You noted that in the annual reports filed with the
N-14's, investments in affiliates is not enumerated as a
separate line item within the Balance Sheet. You have asked us
to confirm that this will be done in future filings of the
annual report.
Response: We have confirmed that investments in affiliates, which is
currently enumerated separately in the Schedule of
Investments, will also be enumerated in a separate line item
within the Balance Sheet in future annual report filings where
the holding is 10% or more of the net assets of the fund and
on the Statement of Operations when income earned from the
affiliate is 5% or more of the investment income of the fund.
Comment #13: With respect to the Pro Forma Financial Statements, you have
asked us to add to Note 3 the total shares outstanding of the
combined fund and the amount of the Acquiring Fund shares
issued to Target Fund shareholders, on a combined fund basis
rather than a class-by-class basis.
<PAGE>
Response: The requested information has been added to Note 3 of the Pro
Forma Financial Statements for SouthTrust U.S. Treasury Money
Market Fund, the only proposed merger which requires Pro Forma
Financial Statements.
We represent to you, on behalf of each Evergreen Fund, that:
(i) the Fund is responsible for the adequacy and accuracy of
the disclosure in the filings;
(ii) staff comments or changes to disclosure in response to
staff comments in the filings reviewed by the staff do not
foreclose the Commission from taking any action with
respect to the filing; and
(iii) the Fund may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under
the federal securities laws of the United States.
Pursuant to Rule 485(b), we will file six Registration Statements on or
around the date that the Commission may determine, pursuant to the Delaying
Amendments filed on January 13 and 14, 2005 for the purpose of delaying the
effectiveness of the Registration Statements.
Please feel free to call me at (617) 210-3682 if you have any questions or
would like anything additional. Thank you.
Sincerely,
/s/ Maureen E. Towle
Maureen E. Towle
Legal Department
Evergreen Investments
cc: David Mahaffey, Esq.
Cam Avery, Esq.
</TEXT>
</DOCUMENT>