-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, NTS7JW1maXhGbVAgQEVd9zgXmtihwopHdTnyfg/8RYj1OUxDZ3nlz8eLmoP0Cz3H JeJxMAVekfXlxAA1mE5kdQ== 0000907244-99-000302.txt : 19991029 0000907244-99-000302.hdr.sgml : 19991029 ACCESSION NUMBER: 0000907244-99-000302 CONFORMED SUBMISSION TYPE: DEFS14A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19991215 FILED AS OF DATE: 19991028 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MENTOR FUNDS CENTRAL INDEX KEY: 0000883428 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 251679376 STATE OF INCORPORATION: MA FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: DEFS14A SEC ACT: SEC FILE NUMBER: 811-06550 FILM NUMBER: 99735837 BUSINESS ADDRESS: STREET 1: RIVERFRONT PLAZA STREET 2: WEST TOWER 901 E BYRD STREET CITY: RICHMOND STATE: VA ZIP: 23219 BUSINESS PHONE: 8047823648 MAIL ADDRESS: STREET 1: RIVERFRONT PLAZA STREET 2: WEST TOWER 901 E BYRD STREET CITY: RICHMOND STATE: VA ZIP: 23219 FORMER COMPANY: FORMER CONFORMED NAME: CAMBRIDGE SERIES TRUST DATE OF NAME CHANGE: 19920717 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CASH RESOURCE TRUST /MA/ CENTRAL INDEX KEY: 0000908920 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DEFS14A SEC ACT: SEC FILE NUMBER: 811-07862 FILM NUMBER: 99735838 BUSINESS ADDRESS: STREET 1: RIVERFRONT PLAZA, WEST TOWER STREET 2: 901 E. BYRD STREET CITY: RICHMOND STATE: VA ZIP: 23219 BUSINESS PHONE: 8047823294 MAIL ADDRESS: STREET 1: RIVERFRONT PLAZA, WEST TOWER STREET 2: 901 E BYRD STREET CITY: RICHMOND STATE: VA ZIP: 23219 FORMER COMPANY: FORMER CONFORMED NAME: IMG MONEY MARKET SERIES TRUST DATE OF NAME CHANGE: 19930709 DEFS14A 1 CRT & MENTOR FUNDS PROXY SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant (X) Filed by a Party other than the Registrant ( ) Check the appropriate box: ( ) Preliminary Proxy Statement ( ) Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) (X) Definitive Proxy Statement ( ) Definitive Additional Materials ( ) Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12 Mentor Funds Mentor Cash Resource Trust ------------------------------------------------ (Name of Registrant as Specified in its Charter) -------------------------------------------------------------------- (Name of Person(s) Filing Proxy Statement, if other than Registrant) Payment of Filing Fee (Check the appropriate box): (X) No fee required ( ) Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11. 1) Title of each class of securities to which transaction applies: 2) Aggregate number of securities to which transaction applies: 3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined): 4) Proposed maximum aggregate value of transaction: 5) Total fee paid: ( ) Fee paid previously with preliminary materials. ( ) Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. 1) Amount Previously Paid: 2) Form, Schedule, or Registration Statement No.: 3) Filing Party: 4) Date Filed: [LOGO OF MENTOR INVESTMENT GROUP] November 3, 1999 Dear Shareholder: I am writing to shareholders of Mentor Funds and Cash Resource Trust to inform you of a joint special shareholder meeting to be held on December 15, 1999. Before that meeting I would like your vote on an important issue affecting your fund as described in the attached proxy statement. The proxy statement includes a proposal relating to the election of thirteen persons to the Board of Trustees. This proposal is intended to unify the Mentor and Evergreen fund families under one Board of Trustees beginning in December 1999. The Board of Trustees has unanimously approved the proposal and recommends that you vote FOR the proposal described within this document. I realize that this proxy statement will take time to review, but your vote is very important. Please familiarize yourself with the proposal presented. If you attend the meeting, you may vote your shares in person. If you do not expect to attend the meeting, either complete, date, sign and return your proxy card(s) in the enclosed postage-paid envelope today or vote by calling toll-free 1-800-932-9931. You may receive more than one proxy card if you own shares in more than one fund. Please sign and return or otherwise vote each card you receive. Instructions on how to complete the proxy card are included immediately after the Notice of Special Meeting. If you have any questions about the proxy, you may call Shareholder Communications Corporation at 1-800-932-9931. Thank you for taking this matter seriously and participating in this important process. Sincerely, Paul F. Costello President Mentor Funds Cash Resource Trust . 200 Berkeley Street . Boston, Massachusetts 02116 . MENTOR FUNDS CASH RESOURCE TRUST 200 BERKELEY STREET BOSTON, MASSACHUSETTS 02116 --------------------- NOTICE OF JOINT SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON DECEMBER 15, 1999 --------------------- NOTICE IS HEREBY GIVEN that a Special Meeting of Shareholders (the "Meeting") of the following series (each a "Fund" and together, the "Funds") of the following Mentor business trusts: Mentor Funds--Evergreen Reserve Money Market Fund (formerly Mentor Money Market Portfolio), Evergreen Reserve U.S. Government Money Market Fund (formerly Mentor U.S. Government Money Market Portfolio), and Evergreen Reserve Tax-Exempt Money Market Fund (formerly Mentor Tax-Exempt Money Market Portfolio), and Cash Resource Trust--Evergreen CRT Money Market Fund (formerly Cash Resource Money Market Fund), Evergreen U.S. Government Money Market Fund (formerly Cash Resource U.S. Government Money Market Fund), Evergreen CRT Tax-Exempt Money Market Fund (formerly Cash Resource Tax-Exempt Money Market Fund), Evergreen CRT California Tax-Exempt Money Market Fund (formerly Cash Resource California Tax-Exempt Money Market Fund), and Evergreen CRT New York Tax-Exempt Money Market Fund (formerly Cash Resource New York Tax-Exempt Money Market Fund) will be held at the offices of Mentor Funds and Cash Resource Trust, 200 Berkeley Street, Boston, Massachusetts 02116 on Wednesday, December 15, 1999 at 2:00 p.m., Eastern time, for the following purpose: 1. To elect a Board of thirteen Trustees to hold office for the term specified and until their successors are duly elected and qualified. 2. To transact any other business which may properly come before the Meeting or any adjournments thereof. The close of business on October 18, 1999 has been fixed as the record date for the determination of shareholders of the Fund entitled to notice of and to vote at the Meeting or any adjournments thereof. IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. SHAREHOLDERS WHO DO NOT EXPECT TO ATTEND IN PERSON ARE URGED TO SIGN WITHOUT DELAY AND RETURN THE ENCLOSED PROXY IN THE ENCLOSED ENVELOPE, WHICH REQUIRES NO POSTAGE, SO THAT THEIR SHARES MAY BE REPRESENTED AT THE MEETING. YOUR PROMPT ATTENTION TO THE ENCLOSED PROXY WILL HELP TO AVOID THE EXPENSE OF FURTHER SOLICITATION. By Order of the Board of Trustees Michael H. Koonce Secretary November 3, 1999 INSTRUCTIONS FOR EXECUTING PROXY CARD The following general rules for signing proxy cards may be of assistance to you and may help to avoid time and expense involved in validating your vote if you fail to sign your proxy card properly. 1. INDIVIDUAL ACCOUNTS: Sign your name exactly as it appears in the registration on the proxy card, 2. JOINT ACCOUNTS: Either party may sign, but the name of the party signing should conform exactly to a name shown in the registration on the proxy card. 3. ALL OTHER ACCOUNTS: The capacity of the individual signing the proxy card should be indicated unless it is reflected in the registration. For example:
REGISTRATION VALID SIGNATURE CORPORATE ACCOUNTS (1)ABC Corp. (1)ABC Corp. (2)ABC Corp. (2)John Doe, Treasurer (3) ABC Corp. (3)John Doe, Treasurer c/o John Doe, Treasurer (4)ABC Corp. Profit Sharing Plan (4)John Doe, Trustee TRUST ACCOUNTS (1)ABC Trust (1)Jane B. Doe, Trustee (2) Jane B. Doe, Trustee (2)Jane B. Doe u/t/d 12/28/78 CUSTODIAL OR ESTATE ACCOUNTS (1) John B. Smith, Cust. (1)John B. Smith f/b/o John B. Smith, Jr. UGMA (2)John B. Smith (2)John B. Smith, Jr. Executor
MENTOR FUNDS CASH RESOURCE TRUST 200 Berkeley Street Boston, Massachusetts 02116 PROXY STATEMENT JOINT SPECIAL MEETING OF SHAREHOLDERS DECEMBER 15, 1999 This proxy statement is furnished in connection with the solicitation by the respective Boards of Trustees of Mentor Funds and Cash Resource Trust (each a "Mentor Trust" and together, the "Mentor Trusts") for the joint special meeting of shareholders to be held on Wednesday, December 15, 1999, at the offices of Mentor Funds and Cash Resource Trust, 200 Berkeley Street, Boston, Massachusetts 02116 at 2:00 p.m., and any adjournments thereof (the "Meeting"). A notice of the Meeting and a proxy card (or proxy cards if you are a shareholder of more than one Fund) accompany this proxy statement. Shareholders of record at the close of business on October 18, 1999 (the "Record Date") are entitled to notice of, and to vote at, the Meeting. This proxy statement and the accompanying Notice of Meeting and proxy card(s) are first being mailed to shareholders on or about November 3, 1999. The shares of the Mentor Trusts entitled to vote at the Meeting are issued in one or more separate series representing one or more investment portfolios, each of which is referred to herein as a "Fund." As used in this proxy statement, each Mentor Trust's Board of Trustees is referred to as a "Board." Shares represented by timely and properly executed proxies will be voted as specified. Executed proxies that are unmarked will be voted for the election of the nominees for Trustee. A proxy may be revoked at any time prior to its use by filing with the Secretary of the Mentor Trust an instrument of revocation or a duly executed proxy bearing a later date. A proxy may also be revoked by attendance at the meeting and election to vote in person. Effective October 29, 1999 the following name changes were made to each series of the Mentor Trusts: (1) for Mentor Funds each series replaced "Mentor" and "Portfolio" with "Evergreen Reserve" and "Fund," respectively, and (2) for Cash Resource Trust each series replaced "Cash Resource" with "Evergreen CRT" (with the exception of Cash Resource U.S. Government Fund which replaced "Cash Resource" with "Evergreen"). TABLE OF CONTENTS
Page ---- PART I PROPOSAL--THE ELECTION OF TRUSTEES....................................... 3 PART II VOTING INFORMATION CONCERNING THE MEETING................................ 11 ADDITIONAL INFORMATION................................................... 12 Payment of Expenses.................................................... 12 Beneficial Ownership................................................... 12 Annual and Semi-Annual Reports to Shareholders......................... 13 OTHER BUSINESS........................................................... 13 EXHIBIT A--NUMBER OF SHARES OF THE FUND OUTSTANDING AS OF THE CLOSE OF BUSINESS ON OCTOBER 18, 1999........................................... A-1 EXHIBIT B--VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF............... B-1
2 PART I ELECTION OF TRUSTEES The Funds and other portfolios or funds of the Mentor fund family are advised by affiliates of First Union National Bank ("FUNB"). FUNB and its affiliates also advise the Evergreen Funds. The Mentor Funds and the Evergreen Funds are in the process of being combined and a part of that process involves the creation of a single board of trustees to oversee the operations of the funds. The first proposal is to elect each of the thirteen individuals nominated as a Trustee to hold office until a successor is elected and qualifies or until death, retirement, resignation or removal from office. The Board of Trustees of the Trusts, including a majority of its Independent Trustees (i.e., those Trustees of the Trusts who are not "interested persons" of the Trusts as defined in the Investment Company Act of 1940 (the "1940 Act"), has nominated for election as Trustees the thirteen individuals described below. Arnold H. Dreyfuss and Louis W. Moelchert, Jr. are current Trustees of the Funds. None of the individuals nominated are interested persons of the Funds. It is not expected that any of the nominees will decline or become unavailable for election. In case this should happen, the discretionary power given in the Proxy may be used to vote for a substitute nominee or nominees or to fix the number of Trustees at less than thirteen. Proxies cannot be voted for a greater number of persons than the nominees named. Each nominee has consented to being named in this Proxy Statement and to serve as a Trustee if elected. The nominees for election as Trustees of the Mentor Trusts and certain information about them is set forth below:
Principal Occupations Name Trustee Since During Past Five Years ---- --------------- -------------------------------- Laurence B. -- -- Real estate developer and con- Ashkin........... struction consultant; President Age 71 of Centrum Equities (real estate development) and Centrum Proper- ties, Inc. (real estate develop- ment); and Trustee of the vari- ous investment companies that comprise the Evergreen family of funds. Charles A. Austin -- -- Investment Counselor to Appleton III.............. Partners, Inc. (investment ad- Age 65 vice); former Director, Execu- tive Vice President and Treasur- er, State Street Research & Man- agement Company (investment ad- vice); Director, The Andover Companies (insurance); Trustee, Arthritis Foundation of New En- gland; and Trustee of the vari- ous investment companies that comprise the Evergreen family of funds.
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Principal Occupations Name Trustee Since During Past Five Years ---- --------------- -------------------------------- K. Dun Gifford..... -- -- Trustee, Treasurer and Chairman Age 61 of the Finance Committee, Cam- bridge College; Chairman Emeri- tus and Director, American In- stitute of Food and Wine; Chair- man and President, Oldways Pres- ervation and Exchange Trust (ed- ucation); former Chairman of the Board, Director, and Executive Vice President, The London Har- ness Company (leather goods pur- veyor); former Managing Partner, Roscommon Capital Corp.; former Chief Executive Officer, Gifford Gifts of Fine Foods; former Chairman, Gifford, Drescher & Associates (environmental con- sulting); and Trustee of the various investment companies that comprise the Evergreen fam- ily of funds. Leroy Keith, Jr. .. -- -- Chairman of the Board and Chief Age 60 Executive Officer, Carson Prod- ucts Company (manufacturing); Director, Phoenix Total Return Fund and Equifax, Inc. (world- wide information management); Trustee of Phoenix Series Fund, Phoenix Multi-Portfolio Fund, and The Phoenix Big Edge Series Fund; former President, More- house College; and Trustee of the various investment companies that comprise the Evergreen fam- ily of funds. Gerald M. -- -- Sales Representative with Nucor- McDonnell........ Yamoto, Inc. (steel producer); Age 60 and Trustee of the various in- vestment companies that comprise the Evergreen family of funds.
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Principal Occupations Name Trustee Since During Past Five Years ---- --------------- -------------------------------- Thomas L. McVerry.... -- -- Former Director, Carolina Age 61 Cooperative Credit Union; former Vice President and Director, Rexham Corporation (manu- facturing); and Trustee of the various investment companies that comprise the Evergreen fam- ily of funds. William Walt Pettit.. -- -- Partner in the law firm of Wil- Age 44 liam Walt Pettit, P.A.; and Trustee of the various invest- ment companies that comprise the Evergreen family of funds. David M. Richardson.. -- -- Vice Chair and former Executive Age 58 Vice President, DHR Internation- al, Inc. (executive recruit- ment); former Senior Vice Presi- dent, Boyden International Inc. (executive recruitment); Direc- tor, Commerce and Industry Asso- ciation of New Jersey, 411 In- ternational, Inc. (communica- tions), and J&M Cumming Paper Co.; and Trustee of the various investment companies that com- prise the Evergreen family of funds. Russell A. Salton, III MD... -- -- Medical Director, U.S. Health Age 52 Care/Aetna Health Services; for- mer Managed Health Care Consul- tant; and former President, Pri- mary Physician Care; and Trustee of the various investment compa- nies that comprise the Evergreen family of funds. Michael S. Scofield.. -- -- Attorney, Law Offices of Michael Age 56 S. Scofield; and Trustee of the various investment companies that comprise the Evergreen fam- ily of funds.
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Principal Occupations Name Trustee Since During Past Five Years ---- --------------- -------------------------------- Richard J. Shima... -- -- Independent Consultant; former Age 60 Chairman, Environmental Warran- ty, Inc. (insurance agency); former Executive Consultant, Drake Beam Morin, Inc. (execu- tive outplacement); Director, CTG Resources, Inc. (natural gas), Hartford Hospital, Old State House Association, and En- hance Financial Services, Inc. (financial guaranty insurance); former Director, Middlesex Mu- tual Assurance Company (property/casualty insurance); former Chairman, Board of Trust- ees, Hartford Graduate Center; Trustee, Greater Hartford YMCA; and Trustee of the various in- vestment companies that comprise the Evergreen family of funds. Arnold H. 1992 Chairman, Eskimo Pie Corpora- Dreyfuss*......... tion; Trustee, Mentor Funds, Age 70 Mentor Variable Investment Port- folios, Mentor Institutional Trust, and Cash Resource Trust; Director, Mentor Income Fund, Inc. and America's Utility Fund, Inc.; Formerly, Chairman and Chief Executive Officer, Hamil- ton Beach/Proctor-Silex, Inc. Louis W. Moelchert, Jr.*.. 1992 Vice President for Investments, Age 57 University of Richmond; Direc- tor, Mentor Income Fund, Inc. and America's Utility Fund, Inc.; Trustee, Mentor Variable Investment Portfolios, Mentor Funds, Mentor Institutional Trust, and Cash Resource Trust
- ---------- * It is anticipated that Messrs. Dreyfuss and Moelchert will be nominated to serve as Trustees of the various Evergreen Funds. 6 Remuneration of Current Trustees. Each Trustee who is not an officer or employee of Mentor Investment Advisors, LLC ("Mentor Advisors"), the Funds' investment adviser, or its affiliates, received an annual fee of $20,000 from the Mentor Family of Funds. The term "Mentor Family of Funds" includes the America's Utility Fund, Inc., Mentor Income Fund, Inc., Mentor Funds, Mentor Variable Investment Portfolios, Mentor Institutional Trust, and Cash Resource Trust. A portion of the annual fee was paid by the Funds based on the amount of each Fund's net assets in relation to the net assets of the Mentor Family of Funds as a whole. In addition, the Trustees received a fee of $3,000 for each meeting attended. Members of the Audit Committee received a fee of $1,000 for each meeting of the Audit Committee they attended, in addition to which the Chairman of the Audit Committee received an annual fee of $2,000. The Funds did not pay any compensation to their officers or Trustees who are affiliated with Mentor Advisors. The following tables set forth the aggregate compensation paid by each of the Mentor Trusts to each non-interested Trustee for the most recently completed fiscal year-end. The Total Compensation column listed below includes compensation paid to each of the Trustees for his services as a Trustee or Director of one or more of America's Utility Fund, Inc., Mentor Income Fund, Inc., Mentor Funds, Mentor Variable Investment Portfolios, Mentor Institutional Trust, and Cash Resource Trust (the "Trusts") for the year ended December 31, 1998. The Fund and the Trusts are considered part of the same "Fund Complex" for this purpose.
Aggregate Compensation From Mentor Funds for Fiscal Year Ended Total Compensation From Name of Trustee September 30, 1999 Mentor Fund Complex - --------------- ---------------------- ----------------------- Jerry R. Barrentine.............. $6,288 $41,000 Arnold H. Dreyfuss............... $6,288 $34,000 Arch T. Allen, III............... $6,067 $35,000 Troy A. Peery, Jr................ $6,067 $32,000 Weston E. Edwards................ $6,180 $42,000 J. Garnett Nelson................ $6,067 $40,000 Thomas F. Keller................. $5,458 $29,000 Louis W. Moelchert, Jr........... $6,288 $33,000
Aggregate Compensation From Cash Resource Trust For Fiscal Year Ended Total Compensation From Name of Trustee July 31, 1999 Mentor Fund Complex - --------------- ------------------------ ----------------------- Jerry R. Barrentine........... $22,122 $41,000 Arnold H. Dreyfuss............ $22,122 $34,000 Arch T. Allen, III............ $21,388 $35,000 Troy A. Peery, Jr............. $21,382 $32,000 Weston E. Edwards............. $21,737 $42,000 J. Garnett Nelson............. $21,388 $40,000 Thomas F. Keller.............. $19,139 $29,000 Louis W. Moelchert, Jr........ $22,122 $33,000
7 Remuneration of Nominated Trustees. For the year ended December 31, 1999, each nominated Trustee who is currently a Trustee of the Evergreen Funds will receive an annual retainer fee of $50,000 from the Evergreen Funds. The Chairman of the Board of Trustees receives an additional fee of $25,000. Each member of the Board also receives a $5,000 fee for each meeting attended. In addition, the Evergreen Board of Trustees has a standing Audit Committee, Performance Committee and Executive Committee. Each member of the Audit Committee receives an annual fee of $5,000 and the Chairman of the Audit Committee receives an annual fee of $15,000. For participation on the Performance Committee, each member receives an annual fee of $5,000 and the Chairman of the Performance Committee receives an annual fee of $15,000. Lastly, members of the Executive Committee receives a $500 fee for each Committee meeting attended. Each of the Evergreen Funds pays for the Trustees compensation based on the amount of its net assets in relation to the net assets of the Evergreen Funds as a whole. During 1999, the Evergreen Funds included: Evergreen Equity Trust, Evergreen Fixed Income Trust, Evergreen Money Market Trust, Evergreen Municipal Trust, Evergreen Select Equity Trust, Evergreen Select Fixed Income Trust, Evergreen Select Money Market Trust and Evergreen Variable Annuity Trust. For the year ended December 31, 1998, the nominees who served on the Evergreen Board of Trustees received the following compensation from the Evergreen Funds: Ashkin $75,500, Austin $75,500, Gifford $73,000, Keith $73,000, McDonnell $75,500, McVerry $86,500, Pettit $68,000, Richardson $73,300, Salton $79,000, Scofield $79,500 and Shima $73,000. During each Mentor Trust's most recently completed fiscal year, there were four meetings of the Mentor Board of Trustees. Each of the incumbent Trustees who served as a Trustee during each Mentor Trust's most recently completed fiscal year attended at least 75% of the meetings of the Mentor Board of Trustees. 8 Officers Officers of the Funds are appointed by the Trustees and serve at the pleasure of the Board. The current officers of the Funds are as follows:
Principal Occupations Name; Age Title During Past Five Years --------- ---------------- ------------------------------- Paul F. Costello... President Senior Vice President and Chief Age 39 administrative Officer of First Union Securities, Inc., former Managing Director of Mentor In- vestment Group, LLC and Mentor Investment Advisors, LLC; former Director, Mentor Perpetual Advisors LLC; President, Mentor Funds, Mentor Variable Investment Portfolios, America's Utility Fund, Inc., Mentor Income Fund, Inc., Men- tor Institutional Trust, and Cash Resource Trust. Michael Wade....... Treasurer Vice President and Treasurer, Age 32 Mentor Investment Group, LLC and Mentor Investment Advisors, LLC; Treasurer, Mentor Funds, Mentor Variable Investment Portfolios, Cash Resource Trust, Mentor Institutional Trust, Mentor Income Fund, Inc., and America's Utility Fund, Inc. Michael H. Koonce.. Secretary Senior Vice President and As- Age 39 sistant General Counsel, First Union Corporation; former Se- nior Vice President and General Counsel, Colonial Management Associates, Inc.
9 Investment Advisor, Principal Underwriter and Administrator. Mentor Advisors, a Virginia limited liability company, serves as investment advisor to each of the Funds. Mentor Advisors is an indirect wholly-owned subsidiary of First Union Corporation. The business address of Mentor Advisors is 901 East Byrd Street, Richmond, Virginia 23219. The business address of First Union Corporation is 301 South College Street, Charlotte, North Carolina 28288-0013. Evergreen Distributor, Inc. ("EDI"), a New York corporation, serves as principal underwriter to each of the Funds. EDI is an affiliate of BISYS located at 90 Park Avenue, New York, New York 10016. Evergreen Investment Services, Inc. ("EIS"), located at 200 Berkeley Street, Boston, Massachusetts 02116, serves as administrator to the Funds. Required vote. The election of the nominees to the Board of Trustees requires the vote of a plurality of the shares voted. 10 THE BOARD OF TRUSTEES OF EACH MENTOR TRUST RECOMMENDS THAT SHAREHOLDERS VOTE "FOR" THE ELECTION OF EACH OF THE NOMINEES AS A TRUSTEE OF THE TRUST. PART II VOTING INFORMATION CONCERNING THE MEETING Voting of proxies. Only shareholders of record as of the close of business on the Record Date will be entitled to notice of, and to vote at, the Meeting or any adjournment thereof. The holders of more than fifty percent, in the case of Mentor Funds, and thirty percent, in the case of Cash Resource Trust, of the total number of outstanding shares entitled to vote at the Meeting present in person or represented by proxy will constitute a quorum for the Meeting for each of the Funds of Mentor Funds and each of the Funds of Cash Resource Trust. If the enclosed form of proxy is properly executed and returned in time to be voted at the Meeting, the proxies named therein will vote the shares represented by the proxy in accordance with the instructions marked thereon. Unmarked proxies will be voted FOR the proposal listed thereon and FOR any other matters deemed appropriate. Proxies that reflect abstentions and "broker non-votes" (i.e., shares held by brokers or nominees as to which (i) instructions have not been received from the beneficial owners or the persons entitled to vote and (ii) the broker or nominee does not have discretionary voting power on a particular matter) will be counted as shares that are present and entitled to vote for purposes of determining the presence of a quorum, but will have no effect on the outcome of the vote to approve any proposal requiring a vote based on the percentage of shares actually voted. A proxy may be revoked at any time on or before the Meeting by written notice to the Secretary of the appropriate Mentor Trust, 200 Berkeley Street, Boston, Massachusetts 02116. Unless revoked, all valid proxies will be voted in accordance with the specifications thereon or, in absence of such specifications, FOR the election of each Trustee. Each full share outstanding is entitled to one vote and each fractional share outstanding is entitled to a proportionate share of one vote. The number of shares of each class of each Fund outstanding as of the close of business on October 18, 1999 is set forth in Exhibit A. If you wish to participate in the Meeting, you may submit the proxy card included with this proxy statement or attend in person. Any proxy given by you is revocable. 11 In the event that sufficient votes to approve a proposal are not received by December 15, 1999, the persons named as proxies may propose one or more adjournments of the Meeting to permit further solicitation of proxies. In determining whether to adjourn the Meeting, the following factors may be considered: the percentage of votes actually cast, the percentage of negative votes actually cast, the nature of any further solicitation and the information to be provided to shareholders with respect to the reasons for the solicitation. For Mentor Funds, any such adjournment will require an affirmative vote of a plurality of the votes cast on the questions in person or by proxy at the session of the Meeting to be adjourned. For Cash Resource Trust, any number of votes less than the quorum requirement is sufficient for adjournment. The persons named as proxies will vote upon such adjournment after consideration of all circumstances which may bear upon a decision to adjourn the Meeting. Neither Mentor Trust is required or intends to hold annual or any other periodic meeting of shareholders except as may be required by the 1940 Act. If the proposed election of Trustees is not approved, the next meeting of the shareholders of each mentor Trust will be held as such time as the Board may determine or as may be legally required. Shareholders wishing to submit proposals for consideration for inclusion in a proxy statement for a subsequent shareholder meeting should send their written proposals to the Secretary of the Mentor Trusts at the address set forth on the cover of this proxy statement such that they will be received by the Trust in a reasonable period of time prior to any such meeting. NOTICE TO BANKS, BROKER-DEALERS AND VOTING TRUSTEES AND THEIR NOMINEES. Please advise each Trust whether other persons are beneficial owners of shares for which proxies are being solicited and, if so, the number of copies of this proxy statement needed to supply copies to the beneficial owners of the respective shares. ADDITIONAL INFORMATION Payment of Expenses Mentor Funds and Cash Resource Trust will pay the expenses of the preparation, printing and mailing to the Funds' shareholders of the proxy card, accompanying notice of meeting and this proxy statement and any supplementary solicitation of shareholders. Beneficial Ownership Exhibit B contains information about the beneficial ownership by shareholders of five percent or more of each Fund's outstanding shares, as of October 18, 1999. On that date, the existing Trustees, Trustee nominees and officers of each Fund, together as a group, beneficially owned less than one percent of the Funds' outstanding shares. 12 The term "beneficial ownership" is as defined under Section 13(d) of the Securities and Exchange Act of 1934. The information as to beneficial ownership is based on statements furnished to each Fund by the existing Trustees, Trustee nominees and officers of such Mentor Trust, and/or on records of the Funds' transfer agent. Annual and Semi-Annual Reports to Shareholders Each of the Funds will furnish, without charge, a copy of its most recent annual report (and most recent semi-annual report succeeding the annual report, if any) to a shareholder of the Fund upon request. Any such request should be directed to Shareholder Communication Corporation at 1-800-932-9931 or writing Evergreen Service Company at 200 Berkeley Street, Boston, Massachusetts 02116. OTHER BUSINESS The Board of Trustees knows of no other business to be brought before the Meeting. However, if any other matters properly come before the Meeting, it is the Board of Trustees' intention that proxies which do not contain specific restrictions to the contrary will be voted on such matters in accordance with the judgment of the persons named in the enclosed form of proxy. EACH BOARD, INCLUDING ITS INDEPENDENT TRUSTEES, RECOMMENDS APPROVAL OF EACH PROPOSAL AND ANY UNMARKED PROXIES WITHOUT INSTRUCTIONS TO THE CONTRARY WILL BE VOTED IN FAVOR OF APPROVAL OF THE PROPOSALS. November 3, 1999 13 EXHIBIT A NUMBER OF SHARES OF EACH CLASS OF EACH FUND OUTSTANDING AS OF THE CLOSE OF BUSINESS ON OCTOBER 18, 1999 I. Mentor Funds Mentor Money Market Portfolio Class I....................................................... 37,068,536.650 Class R....................................................... 329,299,500.930 Mentor U.S. Government Money Market Portfolio Class I....................................................... 117,634,991.350 Class R....................................................... 110,697,939.920 Mentor Tax-Exempt Money Market Portfolio Class R....................................................... 64,980,236.410
II. Cash Resource Trust Cash Resource Money Market Fund Class A..................................................... 4,961,399,986.770 Cash Resource U.S. Government Money Market Fund Class A..................................................... 3,577,861,820.360 Cash Resource Tax Exempt Money Market Fund Class A..................................................... 785,943,247.310 Cash Resource California Tax-Exempt Money Market Fund Class A..................................................... 101,918,714.460 Cash Resource New York Tax-Exempt Money Market Fund Class A..................................................... 20,336,279.100
A-1 EXHIBIT B As of October 18, 1999 (the Record Date), the current Trustees, Trustee nominees and Officers of each Fund owned as a group less than 1% of the outstanding voting securities of any Fund. As of the Record Date, the following shareholders were known to the Mentor Trusts to own beneficially 5% or more of the shares of a Fund:
Percent of Name and Address of Shares Outstanding Name of Fund Record Owner Class Owned Shares of Class - ------------ -------------------------- ----- ----------------- --------------- Evergreen CRT BNY Clearing Services A 3,299,457,712.73 66.5% Money Market Fund Mentor CRT Money Market Special Custody Accounts FBO Everen Customers 111 E Kilbourn Milwaukee, WI 53202-6611 First Clearing Corp. 1,664,135,176.06 33.5% ATTN: Money Market Dept. 10700 N Park Dr. Glen Allen, VA 23060-9243 Evergreen U.S. First Clearing Corp. A 2,372,575,095.070 66.31% Government Money Market ATTN: Money Market Dept. Fund 10700 N Park Dr. Glen Allen, VA 23060-9243 BNY Clearing Services 1,198,464,553.340 33.49% Mentor CRT US Government Special Custody Accounts FBO Everen Customers 111 E Kilbourn Milwaukee, WI 53202-6611 First Clearing Corporation 249,601.490 11.6% A/C 6337-4931 William H Neely & Janet K Neely 1721 Harness Pl. Brentwood, TN 37027-8122 First Clearing Corporation 221,698.790 10.3% A/C 3297-2687 Clyde D Forney 250 Forney Rd. Lebanon, PA 17042-9344 Everen Securities, Inc. 199,113.730 9.2% A/C 4661-7324 Susan K Kokott TR 111 East Kilbourn Avenue Milwaukee, WI 53202-6611
B-1
Percent of Name and Address of Shares Outstanding Name of Fund Record Owner Class Owned Shares of Class - ------------ -------------------------- ----- --------------- --------------- Evergreen U.S. First Clearing Corporation 114,770.950 5.3% Government Money A/C 4476-6668 Market Fund (Cont.) Phillip Jarrell IRA WFS AS Custodian PO Box 94 Dry Creek, WV 25062-0094 First Clearing Corporation 111,005.350 5.1% A/C 8422-2955 Eula Mae Jamison Williams PO Box 36 Pembroke, VA 24136-0036 First Clearing Corporation 108,928.970 5.0% A/C 7114-7312 William w Reams & Lynn T Reams 185 Chipmunk Ct. Massanutten, VA 22840 Everen Securities, Inc. 726,652.520 6.3% A/C 7422-8502 Michael K Spaulding 111 East Kilbourn Avenue Milwaukee, WI 53202-6611 Evergreen CRT Tax-Exempt BNY Clearing Services A 398,183,455.910 50.6% Money Market Fund Mentor CRT Tax Exempt Special Custody Accounts FBO Everen Customers 111 E Kilbourn Milwaukee, WI 53202-6611 First Clearing Corp. 387,759,791.400 49.3% ATTN: Money Market Dept. 10700 N Park Dr. Glen Allen, VA 23060-9243 Evergreen CRT CA Tax- BNY Clearing Services A 95,330,042.17 93.54% Exempt Money Market Mentor CRT CA Tax Exempt Fund Special Custody Accounts FBO Everen Customers 111 E Kilbourn Milwaukee, WI 53202-6611 First Clearing Corp. 6,588,672.29 6.56% ATTN: Money Market Dept. 10700 N Park Dr. Glen Allen, VA 23060-9243
B-2
Percent of Name and Address of Shares Outstanding Name of Fund Record Owner Class Owned Shares of Class - ------------ ------------------------- ----- --------------- --------------- Evergreen CRT NY Money First Clearing Corp. A 11,710,280.530 57.5% Market Fund ATTN: Money Market Dept. 10700 N Park Dr. Glen Allen, VA 23060-9243 BNY Clearing Services 8,625,998.570 42.4% Mentor CRT NY Tax Exempt Special Custody Accounts FBO Everen Customers 111 E Kilbourn Milwaukee, WI 53202-6611 Evergreen Reserve Money Sussex County I 4,138,148.240 11.1% Market Fund PO Box 1399 Sussex, VA 23884-0399 City of Hopewell 3,886,336.830 10.4% 300 N Main St. Hopewell, VA 23860-2740 Greensville County 2,569,985.700 6.9% 1750 E Atlantic St Rm 213 Emporia, VA 23847-6584 Dinwiddie County 2,521,846.390 6.8% PO Box 178 Dinwiddie, VA 23841-0178 Orange County 2,493,024.880 6.7% 112 West Main St. PO Box 469 Orange, VA 22960-0276 Lunenburg County 2,026,563.450 5.4% 11512 Courthouse Rd. Lunenburg, VA 23952 Franklin County 2,000,000.000 5.3% 102 S Main St. Rocky Mount, VA 24151-1539 Evergreen Reserve Money First Union National Bank R 329,299,500.930 100% Market Fund Cap Accts 230 South Tyron St. Charlotte, NC 28202-3215
B-3
Percent of Name and Address of Shares Outstanding Name of Fund Record Owner Class Owned Shares of Class - ------------ ------------------------- ----- --------------- --------------- Evergreen Reserve U.S. Chase Manhattan Bank TTEE I 74,598,737.170 63% Government Money For Everen Capital Corp. Market Fund 401 (K) & ESOP Plan ATTN: Dan Litt 4 New York PLZ FL 2 New York, NY 10004-2413 Smyth Co. Community 12,477,563.000 10.6% Hospital VP Finance ATTN: Bill Ennis PO Box 880 700 Park BLVD Marion, VA 24354-0880 Philip T Cunningham 12,057,305.910 10.2% 304 S Saint Asaph St. Alexandria, VA 22314-3746 Evergreen Reserve U.S. First Union National Bank R 100,697,939.920 100% Government Money Cap Accts Market Fund 230 South Tyron St. Charlotte, NC 28202-3215 Evergreen Reserve Tax- First Union National Bank R 64,980,236.410 100% Exempt Money Market Cap Accts Fund 230 South Tyron St. Charlotte, NC 28202-3215
B-4 MENTOR FUNDS CASH RESOURCE TRUST EVERY SHAREHOLDER'S VOTE IS IMPORTANT! VOTE THIS PROXY CARD TODAY! YOUR PROMPT RESPONSE WILL SAVE THE EXPENSE OF ADDITIONAL MAILINGS Please detach at perforation before mailing. SPECIAL MEETING OF SHAREHOLDERS - DECEMBER 15, 1999 The undersigned hereby appoints Paul F. Costello, Michael H. Koonce, Catherine E. Foley, and Maureen E. Towle and each of them, attorneys and proxies for the undersigned, with full powers of substitution and revocation, to represent the undersigned and to vote on behalf of the undersigned all shares of the Fund referenced below (the "Fund"), which the undersigned is entitled to vote at a Meeting of Shareholders of the Fund to be held at the offices of Mentor Funds and Cash Resource Trust at 200 Berkeley Street, Boston, Massachusetts 02116 on December 15, 1999, at 2:00 p.m. and any adjournments thereof (the "Meeting"). The undersigned hereby acknowledges receipt of the Notice of Meeting and Proxy Statement, and hereby instructs said attorneys and proxies to vote said shares as indicated hereon. Unless indicated to the contrary, this proxy shall be deemed to grant authority to vote "FOR" all proposals relating to the Fund. In their discretion, the proxies are authorized to vote upon such other matters as may properly come before the Meeting. A majority of the proxies present and acting at the meeting in person or by substitute (or, if only one shall be so present, then that one) shall have and may exercise all of the powers and authority of said proxies hereunder. The undersigned hereby revokes any proxy previously given. NOTE: PLEASE SIGN EXACTLY AS YOUR NAME(S) APPEAR ON THIS PROXY. If joint owners, EITHER may sign this Proxy. When signing as attorney, executor, administrator, trustee, guardian, or custodian for a minor, please give your full title. When signing on behalf of a corporation or as a partner for a partnership, please give the full corporate or partnership name and your full title. Date: , 1999 Signature(s) Title(s), if applicable MENTOR FUNDS CASH RESOURCE TRUST EVERY SHAREHOLDER'S VOTE IS IMPORTANT! PLEASE SIGN, DATE AND RETURN YOUR PROXY TODAY! THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES. PLEASE INDICATE YOUR VOTE BY PLACING AN "x" IN THE APPROPRIATE BOX BELOW. THIS PROXY WILL BE VOTED AS SPECIFIED BELOW WITH RESPECT TO THE ACTION TO BE TAKEN ON THE FOLLOWING PROPOSALS. IN THE ABSENCE OF ANY SPECIFICATION, THIS PROXY WILL BE VOTED IN FAVOR OF THE PROPOSALS.
For Against For All All All Nominees Nominees Except 1. To elect a Board of thirteen Trustees to hold [ ] [ ] [ ] office for the term specified and until their successors are duly elected and qualified.
Trustee: Laurence B. Ashkin Charles A. Austin III K. Dun Gifford Leroy Keith, Jr. Gerald M. McDonnell Thomas L. McVerry William Walt Pettit David M. Richardson Russell A. Salton, III M.D. Michael S. Scofield Richard J. Shima Arnold H. Dreyfuss Louis W. Moelchert, Jr. NOTE: If you do not wish your shares voted "FOR" a particular nominee, mark the "FOR ALL EXCEPT" box and write the name of the nominee on the line below. --------------------------------------------------
2. To transact any other business that may For Against Abstain properly come before the meeting or any [ ] [ ] [ ] adjournment thereof.
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