First Union Corp.'s plan to acquire Lieber & Co., manager of the $3.1 billion Evergreen family of mutual funds, faces a crucial vote today.

Shareholders of the Evergreen Funds are scheduled to consider a new investment advisory contract for the mutual funds.

Under the contract, the funds would be managed by Evergreen Asset Management Corp., a newly created unit of First Union Bank of North Carolina, the $72 billion-asset banking company's flagship unit.

The vote is important because the investment management con.tracts lie at the heart of First Union's plan to buy Lieber & Co. in an all-stock transaction valued at $142.1 million.

Investment advisers collect substantial fees for managing a portfolio of mutual funds. But "those contracts can't be sold without the shareholders voting for them," said Joy Montgomery, president of Money Marketing Initiatives, Morristown, N.J.

In another key change, Furman Selz Inc. will take over as distributor of the Evergreen Funds once the deal with First Union closes, according to a proxy statement sent to fund shareholders last month.

In this capacity, Furman Selz will be officially responsible for selling the funds to shareholders - a job that is off-limits to banks under the Glass-Steagall Act.

The duties of a distributor include producing marketing literature, organizing new funds, and seeking new sales outlets for the funds, Ms. Montgomery said.

Furman Selz distributes bank-managed families including Chemical's Hanover Funds and First Fidelity's FFB Funds.

The proxy statement said no immediate changes are planned in the pricing of the Evergreen Funds, which carry no sales loads. However, it listed four possible changes that may be considered in the future:

* Retain the no-load structure but add funds with different sales and distribution fees.

* Add a sales commission to the existing funds.

* Reorganize the funds in the master-feeder format, which would allow the company to offer several pricing options on each portfolio it manages.

* Add sales commissions and distribution fees by creating a multiple-classes-of-shares structure.

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