EVERGREEN EQUITY TRUST /DE/
497, 1998-04-06
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- --------------------------------------------------------------------------------
        PROSPECTUS                                                   May 1, 1997
                                                   As Supplemented April 1, 1998
- --------------------------------------------------------------------------------

                                                   [EVERGREEN LOGO APPEARS HERE]


                                                                          
EVERGREEN(SM) GROWTH AND INCOME FUNDS
 
- ----------------------------------------------------------------------------
Evergreen Utility Fund
Evergreen Growth and Income Fund
Evergreen Value Fund
Evergreen Small Cap Equity Income Fund
Evergreen Income and Growth Fund
Evergreen Fund for Total Return
Evergreen Blue Chip Fund

CLASS A SHARES
CLASS B SHARES
CLASS C SHARES



     The Evergreen Growth and Income Funds (the "Funds") are designed to
provide investors with a selection of investment alternatives which seek to
provide capital growth, income and diversification.


     This Prospectus provides information regarding the Class A, Class B and
Class C shares offered by the Funds. Each Fund is a series of an open-end,
diversified, management investment company. This Prospectus sets forth concise
information about the Funds that a prospective investor should know before
investing. The address of the Funds is 200 Berkeley Street, Boston,
Massachusetts 02116.


     A Statement of Additional Information for the Funds dated May 1, 1997, as
supplemented from time to time, has been filed with the Securities and Exchange
Commission and is incorporated by reference herein. The Statement of Additional
Information provides information regarding certain matters discussed in this
Prospectus and other matters which may be of interest to investors, and may be
obtained without charge by calling the Funds at (800) 343-2898. There can be no
assurance that the investment objective of any Fund will be achieved. Investors
are advised to read this Prospectus carefully.


The Shares offered by this Prospectus are not deposits or obligations of any
bank, are not endorsed or guaranteed by any bank, and are not insured or
otherwise protected by the U.S. Government, the Federal Deposit Insurance
Corporation, the Federal Reserve Board, or any other government agency and
involve risk, including the possible loss of principal.


THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.



                   Keep This Prospectus For Future Reference



EVERGREEN(SM) is a Service Mark of Evergreen Asset Management Corp.
Copyright 1995, Evergreen Asset Management Corp.
<PAGE>

                               TABLE OF CONTENTS
                               -----------------




<TABLE>
<S>                                                <C>
 EXPENSE INFORMATION                                3
 FINANCIAL HIGHLIGHTS                               6
 DESCRIPTION OF THE FUNDS                          19
          Investment Objectives and Policies       19
          Investment Practices and Restrictions    24
          Special Risk Considerations              28
 ORGANIZATION AND SERVICE PROVIDERS                30
          Organization                             30
          Service Providers                        30
          Sub-Adviser                              31
          Distribution Plans and Agreements        32


</TABLE>
<TABLE>
<S>                                                <C>
 PURCHASE AND REDEMPTION OF SHARES                 33
          How to Buy Shares                        33
          How to Redeem Shares                     37
          Exchange Privilege                       38
          Shareholder Services                     39
          Banking Laws                             40
 OTHER INFORMATION                                 40
          Dividends, Distributions and Tax         40
          General Information                      41
</TABLE>


                                       2
<PAGE>

- --------------------------------------------------------------------------------
                              EXPENSE INFORMATION
- --------------------------------------------------------------------------------
     The table set forth below summarizes the shareholder transaction costs
associated with an investment in each Class A, Class B and Class C Shares of
the Funds. For further information see "Purchase and Redemption of Shares" and
"General Information -- Other Classes of Shares".



<TABLE>
<S>                                           <C>
SHAREHOLDER TRANSACTION EXPENSES              Class A Shares
                                              ------------------
Maximum Sales Charge Imposed on                    4.75%
Purchases (as a % of offering price)
Contingent Deferred Sales Charge (as a % of        None
original purchase price or redemption
proceeds, whichever is lower)



<S>                                           <C>                                                     <C>
SHAREHOLDER TRANSACTION EXPENSES                                  Class B Shares                        Class C Shares
                                              ------------------------------------------------------- ------------------
Maximum Sales Charge Imposed on                                        None                                  None
Purchases (as a % of offering price)
Contingent Deferred Sales Charge (as a % of   5% during the first year, 4% during the second year,    1% during the
original purchase price or redemption         3% during the third and fourth years, 2% during the     first year and 0%
proceeds, whichever is lower)                 fifth year, 1% during the sixth year and 0% after the   thereafter
                                              sixth year
</TABLE>

     Annual operating expenses reflect the normal operating expenses of the
Fund, and include costs such as management, distribution and other fees. The
table below shows each Fund's actual annual operating expenses for the fiscal
period ending July 31, 1997. The example shows what you would pay if you
invested $1,000 over the periods indicated. The example assumes that you
reinvest all of your dividends and that the Fund's average annual return will
be 5%. THE EXAMPLES ARE FOR ILLUSTRATION PURPOSES ONLY AND SHOULD NOT BE
CONSIDERED A REPRESENTATION OF PAST OR FUTURE EXPENSES OR ANNUAL RETURN. THE
FUND'S ACTUAL EXPENSES AND RETURNS WILL VARY. For a more complete description
of the various costs and expenses borne by the Funds see "Organization and
Service Providers".

Evergreen Utility Fund


<TABLE>
<CAPTION>
                               Annual Operating Expenses**
                             --------------------------------
                              Class A     Class B     Class C
                             ---------   ---------   --------
<S>                          <C>         <C>         <C>
Management Fees                  .31%        .31%       .31%
12b-1 Fees*                      .25%        .75%       .75%
Shareholder Service Fees          --         .25%       .25%
Other Expenses                   .44%        .44%       .44%
                                ----        ----       ----
Total                           1.00%       1.75%      1.75%
                                ====        ====       ====
</TABLE>


<TABLE>
<CAPTION>
                                           Examples
                   --------------------------------------------------------
                        Assuming Redemption at             Assuming no
                             End of Period                  Redemption
                   ---------------------------------   --------------------
                    Class A     Class B     Class C     Class B     Class C
                   ---------   ---------   ---------   ---------   --------
<S>                <C>         <C>         <C>         <C>         <C>
After 1 Year          $ 57        $ 68        $ 28        $ 18     $ 18
After 3 Years         $ 78        $ 85        $ 55        $ 55     $ 55
After 5 Years         $100        $115        $ 95        $ 95     $ 95
After 10 Years        $164        $177        $206        $177     $206
</TABLE>

Evergreen Growth and Income Fund


<TABLE>
<CAPTION>
                                Annual Operating Expenses
                             --------------------------------
                              Class A     Class B     Class C
                             ---------   ---------   --------
<S>                          <C>         <C>         <C>
Management Fees                  .97%        .97%       .97%
12b-1 Fees*                      .25%        .75%       .75%
Shareholder Service Fees          --         .25%       .25%
Other Expenses                   .25%        .28%       .28%
                                ----        ----       ----
Total                           1.47%       2.25%      2.25%
                                ====        ====       ====
</TABLE>


<TABLE>
<CAPTION>
                                           Examples
                   --------------------------------------------------------
                        Assuming Redemption at             Assuming no
                             End of Period                  Redemption
                   ---------------------------------   --------------------
                    Class A     Class B     Class C     Class B     Class C
                   ---------   ---------   ---------   ---------   --------
<S>                <C>         <C>         <C>         <C>         <C>
After 1 Year          $ 62        $ 73        $ 33        $ 23     $ 23
After 3 Years         $ 92        $100        $ 70        $ 70     $ 70
After 5 Years         $124        $140        $120        $120     $120
After 10 Years        $215        $229        $258        $229     $258
</TABLE>

Evergreen Value Fund


<TABLE>
<CAPTION>
                                Annual Operating Expenses
                             --------------------------------
                              Class A     Class B     Class C
                             ---------   ---------   --------
<S>                          <C>         <C>         <C>
Management Fees                  .50%        .50%       .50%
12b-1 Fees*                      .25%        .75%       .75%
Shareholder Service Fees          --         .25%       .25%
Other Expenses                   .17%        .17%       .16%
                                 ---        ----       ----
Total                            .92%       1.67%      1.66%
                                 ===        ====       ====
</TABLE>



<TABLE>
<CAPTION>
                                           Examples
                   --------------------------------------------------------
                        Assuming Redemption at             Assuming no
                             End of Period                  Redemption
                   ---------------------------------   --------------------
                    Class A     Class B     Class C     Class B     Class C
                   ---------   ---------   ---------   ---------   --------
<S>                <C>         <C>         <C>         <C>         <C>
After 1 Year          $ 56        $ 67        $ 27        $ 17     $ 17
After 3 Years         $ 75        $ 83        $ 52        $ 53     $ 52
After 5 Years         $ 96        $111        $ 90        $ 91     $ 90
After 10 Years        $155        $168        $197        $168     $197
</TABLE>


                                       3
<PAGE>

                    Evergreen Small Cap Equity Income Fund


<TABLE>
<CAPTION>
                            Annual Operating Expenses**
                           ------------------------------
                            Class A   Class B    Class C
                           --------- --------- ----------
<S>                        <C>       <C>       <C>
Management Fees               1.00%     1.00%      1.00%
12b-1 Fees*                    .25%      .75%       .75%
Shareholder Service Fees        --       .25%       .25%
Other Expenses                 .46%      .46%       .45%
                              ----      ----       ----
Total                         1.71%     2.46%      2.45%
                              ====      ====       ====
</TABLE>


<TABLE>
<CAPTION>
                                     Examples
                 ------------------------------------------------
                    Assuming Redemption at        Assuming no
                         End of Period             Redemption
                 ----------------------------- ------------------
                  Class A   Class B   Class C   Class B   Class C
                 --------- --------- --------- --------- --------
<S>              <C>       <C>       <C>       <C>       <C>
After 1 Year        $ 64      $ 75      $ 35      $ 25     $ 25
After 3 Years       $ 99      $107      $ 76      $ 77     $ 76
After 5 Years       $136      $151      $131      $131     $131
After 10 Years      $240      $252      $279      $252     $279
</TABLE>

Evergreen Income and Growth Fund


<TABLE>
<CAPTION>
                            Annual Operating Expenses
                           ----------------------------
                            Class A   Class B   Class C
                           --------- --------- --------
<S>                        <C>       <C>       <C>
Management Fees                .98%      .98%     .98%
12b-1 Fees*                    .25%      .75%     .75%
Shareholder Service Fees        --       .25%     .25%
Other Expenses                 .22%      .22%     .22%
                              ----      ----     ----
Total                         1.45%     2.20%    2.20%
                              ====      ====     ====
</TABLE>


<TABLE>
<CAPTION>
                                     Examples
                 ------------------------------------------------
                    Assuming Redemption at        Assuming no
                         End of Period             Redemption
                 ----------------------------- ------------------
                  Class A   Class B   Class C   Class B   Class C
                 --------- --------- --------- --------- --------
<S>              <C>       <C>       <C>       <C>       <C>
After 1 Year        $ 62      $ 72      $ 32      $ 22     $ 22
After 3 Years       $ 91      $ 99      $ 69      $ 69     $ 69
After 5 Years       $123      $138      $118      $118     $118
After 10 Years      $213      $225      $254      $225     $254
</TABLE>

Evergreen Fund for Total Return


<TABLE>
<CAPTION>
                   Annual Operating Expenses
                  ----------------------------
                   Class A   Class B   Class C
                  --------- --------- --------
<S>               <C>       <C>       <C>
Management Fees       .63%      .63%     .63%
12b-1 Fees*           .25%     1.00%    1.00%
Other Expenses        .36%      .39%     .38%
                     ----      ----     ----
Total                1.24%     2.02%    2.01%
                     ====      ====     ====
</TABLE>


<TABLE>
<CAPTION>
                                     Examples
                 ------------------------------------------------
                    Assuming Redemption at        Assuming no
                         End of Period             Redemption
                 ----------------------------- ------------------
                  Class A   Class B   Class C   Class B   Class C
                 --------- --------- --------- --------- --------
<S>              <C>       <C>       <C>       <C>       <C>
After 1 Year        $ 60      $ 71      $ 30      $ 21     $ 20
After 3 Years       $ 85      $ 93      $ 63      $ 63     $ 63
After 5 Years       $112      $129      $108      $109     $108
After 10 Years      $190      $205      $234      $205     $234
</TABLE>

Evergreen Blue Chip Fund


<TABLE>
<CAPTION>
                   Annual Operating Expenses
                  ----------------------------
                   Class A   Class B   Class C
                  --------- --------- --------
<S>               <C>       <C>       <C>
Management Fees       .64%      .64%     .64%
12b-1 Fees*           .25%     1.00%    1.00%
Other Expenses        .31%      .31%     .31%
                     ----      ----     ----
Total                1.20%     1.95%    1.95%
                     ====      ====     ====
</TABLE>


<TABLE>
<CAPTION>
                                     Examples
                 ------------------------------------------------
                    Assuming Redemption at        Assuming no
                         End of Period             Redemption
                 ----------------------------- ------------------
                  Class A   Class B   Class C   Class B   Class C
                 --------- --------- --------- --------- --------
<S>              <C>       <C>       <C>       <C>       <C>
After 1 Year        $ 59      $ 70      $ 30      $ 20     $ 20
After 3 Years       $ 84      $ 91      $ 61      $ 61     $ 61
After 5 Years       $110      $125      $105      $105     $105
After 10 Years      $186      $195      $227      $195     $227
</TABLE>

     *Class A shares can pay up to 0.75% of average net assets as a 12b-1 Fee.
For the forseeable future, the Class A shares 12b-1 Fees will be limited to
0.25% of average net assets. For Class B and Class C shares, a portion of the
12b-1 Fees equivalent to 0.25% of average net assets will be shareholder
servicing-related. Distribution-related 12b-1 Fees will be limited to 0.75% of
average net assets as permitted under the rules of the National Association of
Securities Dealers, Inc.


     **The annualized operating expenses and examples reflect fee waivers
and/or expense reimbursements for the fiscal period ended July 31, 1997. Actual
expenses for the period, excluding fee waivers and expense reimbursements, were
as follows:



<TABLE>
<CAPTION>
                                                    Class A   Class B   Class C
                                                   --------- --------- ---------
<S>                                                <C>       <C>       <C>
      Evergreen Utility Fund ..................... 1.19%     1.94%     1.94%
      Evergreen Small Cap Equity Income Fund ..... 1.84%     2.59%     2.58%
</TABLE>

                                       4
<PAGE>

     The purpose of the foregoing table is to assist an investor in
understanding the various costs and expenses that an investor in each Class of
shares of the Funds will bear directly or indirectly. The amounts set forth
both in the tables and in the examples are estimated amounts based on the
experience of each Fund for the most recent period. Such amounts have been
restated to reflect current fee arrangements. THE EXAMPLES SHOULD NOT BE
CONSIDERED A REPRESENTATION OF PAST OR FUTURE EXPENSES OR ANNUAL RETURN. ACTUAL
EXPENSES AND ANNUAL RETURN MAY BE GREATER OR LESS THAN THOSE SHOWN. For a more
complete description of the various costs and expenses borne by the Funds see
"Management of the Funds". As a result of asset-based sales charges, long-term
shareholders may pay more than the economic equivalent of the maximum front-end
sales charges permitted under the rules of the National Association of
Securities Dealers, Inc.


     From time to time, each Fund's investment adviser may, at its discretion,
reduce or waive its fees or reimburse the Funds for certain of their expenses
in order to reduce their expense ratios. Each Fund's investment adviser may
cease these waivers and reimbursements at any time.



                                       5
<PAGE>

- --------------------------------------------------------------------------------
                              FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------
     The tables on the following pages present, for each Fund, financial
highlights for a share outstanding throughout each period indicated. The
information in the tables for the five most recent fiscal years or the life of
the Fund if shorter has been audited by the respective Fund's independent
auditors as follows: for Evergreen Utility Fund by KPMG Peat Marwick LLP; for
Evergreen Growth and Income Fund for the period ended July 31, 1997 and the
year ended December 31, 1996 by KPMG Peat Marwick LLP, and for the period
January 3, 1995 through December 31, 1995 by other auditors; for Evergreen
Value Fund by KPMG Peat Marwick LLP; for Evergreen Small Cap Equity Income Fund
for the period ended July 31, 1997 and the year ended December 31, 1996 by KPMG
Peat Marwick LLP and for the period January 3, 1995 through December 31, 1995
by other auditors, for Evergreen Fund for Total Return by KPMG Peat Marwick
LLP; for Evergreen Income and Growth Fund for the period ended July 31, 1997
and for the year ended January 31, 1997 by Price Waterhouse LLP, and for the
year ended January 31, 1996 and the period January 3, 1995 through January 31,
1995 by other auditors; and for Evergreen Blue Chip Fund by KPMG Peat Marwick
LLP. Class A and Class C shares of Evergreen Blue Chip Fund commenced
operations on January 9, 1998 and are therefore not presented in the tables
below. A report of KPMG Peat Marwick LLP or Price Waterhouse LLP, as the case
may be, on the audited information with respect to each Fund is incorporated by
reference in the Funds' Statement of Additional Information. The following
information for each Fund should be read in conjunction with the financial
statements and related notes which are incorporated by reference in the Funds'
Statement of Additional Information.


     Further information about a Fund's performance is contained in the Fund's
annual report to shareholders, which may be obtained without charge.


Evergreen Utility Fund -- Class A Shares



<TABLE>
<CAPTION>
                                                                                           Class A Shares
                                                                      ---------------------------------------------------------
                                                                        Seven Months           Year Ended December 31,
                                                                           Ended      -----------------------------------------
                                                                       July 31, 1997#      1996         1995          1994*
                                                                      --------------- ------------- ------------ --------------
<S>                                                                   <C>             <C>           <C>          <C>
PER SHARE DATA:
Net asset value beginning of period .................................    $ 10.57       $ 10.80        $  9.00      $  10.00
                                                                         --------      ----------     -------      --------
Income from investment operations
 Net investment income ..............................................       0.25          0.41           0.44          0.45
 Net realized and unrealized gain (loss) on investments .............       0.87          0.05           2.25         (1.01)
                                                                         --------      ----------     -------       --------
   Total from investment operations .................................       1.12          0.46           2.69         (0.56)
                                                                         --------      ----------     -------      --------
Less distributions from
 Net investment income ..............................................      (0.24)        (0.41)         (0.44)        (0.44)
 Net realized gain on investments ...................................          0         (0.28)         (0.45)            0
                                                                         --------      ----------     --------      --------
   Total distributions ..............................................      (0.24)        (0.69)         (0.89)        (0.44)
                                                                         --------      ----------     --------     --------
Net asset value end of period .......................................    $ 11.45       $ 10.57        $ 10.80      $   9.00
                                                                         ========      ==========     ========     ========
TOTAL RETURN+ .......................................................      10.72%         4.40%         30.70%        (5.60%)
RATIOS/SUPPLEMENTAL DATA:
Ratios to average net assets:
 Total expenses .....................................................       1.00%++       0.87%          0.79%         0.53%++
 Total expenses, excluding indirectly paid expenses .................       0.99%++        N/A            N/A           N/A
 Total expenses, excluding fee waivers & expense reimbursements .....       1.19%++       1.15%          1.18%         1.43%++
 Net investment income ..............................................       3.85%++       3.87%          4.51%         5.07%++
Portfolio turnover rate .............................................         50%           59%            88%           23%
Average commission rate paid per share ..............................  $  0.0593      $ 0.0605            N/A           N/A
Net assets end of period (thousands) ................................  $  91,638      $ 96,243      $ 107,872      $  4,190
                                                                       ==========     ==========     ========      ========
</TABLE>

- --------
+  Initial sales charge or contingent deferred sales charge is not reflected.
++  Annualized.
*  For the period from January 4, 1994 (commencement of class operations) to
December 31, 1994.
#  The Fund changed its fiscal year ended from December 31 to July 31,
effective July 31, 1997.

                                       6
<PAGE>

Evergreen Utility Fund -- Class B and C Shares

<TABLE>
<CAPTION>
                                                                                          Class B Shares
                                                                      -------------------------------------------------------
                                                                        Seven Months          Year Ended December 31,
                                                                           Ended      ---------------------------------------
                                                                       July 31, 1997#      1996        1995         1994*
                                                                      --------------- ------------- ---------- --------------
<S>                                                                   <C>             <C>           <C>        <C>
PER SHARE DATA:
Net asset value beginning of period .................................    $ 10.58       $ 10.81       $  9.00     $  10.00
                                                                         --------      ----------    -------     --------
Income from investment operations
 Net investment income ..............................................       0.20          0.33          0.37         0.39
 Net realized and unrealized gain (loss) on investments .............       0.87          0.05          2.26        (1.01)
                                                                         --------      ----------    -------     --------
   Total from investment operations .................................       1.07          0.38          2.63        (0.62)
                                                                         --------      ----------    -------     --------
Less distributions from .............................................
 Net investment income ..............................................      (0.19)        (0.33)        (0.37)       (0.38)
 Net realized gain on investments ...................................          0         (0.28)        (0.45)           0
                                                                         --------      ----------    -------     --------
   Total distributions ..............................................      (0.19)        (0.61)        (0.82)       (0.38)
                                                                         --------      ----------    -------     --------
Net asset value end of period .......................................    $ 11.46       $ 10.58       $ 10.81     $   9.00
                                                                         ========      ==========    =======     ========
TOTAL RETURN+ .......................................................      10.21%         3.60%        29.90%       (6.20%)
RATIOS/SUPPLEMENTAL DATA:
Ratios to average net assets:
 Total expenses .....................................................       1.75%++       1.62%         1.53%        1.27%++
 Total expenses, excluding indirectly paid expenses .................       1.74%++        N/A           N/A          N/A
 Total expenses, excluding fee waivers & expense reimbursements .....       1.94%++       1.89%         1.93%        2.11%++
 Net investment income ..............................................       3.10%++       3.12%         3.78%        4.19%++
Portfolio turnover rate .............................................         50%           59%           88%          23%
Average commission rate paid per share ..............................  $  0.0593      $ 0.0605           N/A          N/A
Net assets end of period (thousands) ................................  $  36,738      $ 38,511       $35,662     $ 28,792
                                                                       ==========     ==========     =======     ========
</TABLE>

- --------
+  Initial sales charge or contingent deferred sales charge is not reflected.
++  Annualized.
*  For the period from January 4, 1994 (commencement of class operations) to
December 31, 1994.
#  The Fund changed its fiscal year ended from December 31 to July 31,
effective July 31, 1997.



<TABLE>
<CAPTION>
                                                                                          Class C Shares
                                                                      -------------------------------------------------------
                                                                        Seven Months          Year Ended December 31,
                                                                           Ended      ---------------------------------------
                                                                       July 31, 1997#      1996        1995         1994*
                                                                      --------------- ------------- ---------- --------------
<S>                                                                   <C>             <C>           <C>        <C>
PER SHARE DATA:
Net asset value beginning of period .................................    $ 10.58       $ 10.82       $  9.01     $   9.33
                                                                         --------      ----------    -------     --------
Income from investment operations
 Net investment income ..............................................       0.20          0.33          0.37         0.12
 Net realized and unrealized gain (loss) on investments .............       0.87          0.04          2.26        (0.33)
                                                                         --------      ----------    -------     --------
   Total from investment operations .................................       1.07          0.37          2.63        (0.21)
                                                                         --------      ----------    -------     --------
Less distributions from .............................................
 Net investment income ..............................................      (0.19)        (0.33)        (0.37)       (0.11)
 Net realized gain on investments ...................................          0         (0.28)        (0.45)           0
                                                                         --------      ----------    -------     --------
   Total distributions ..............................................      (0.19)        (0.61)        (0.82)       (0.11)
                                                                         --------      ----------    -------     --------
Net asset value end of period .......................................    $ 11.46       $ 10.58       $ 10.82     $   9.01
                                                                         ========      ==========    =======     ========
TOTAL RETURN+ .......................................................      10.21%         3.50%        29.80%       (2.20%)
RATIOS/SUPPLEMENTAL DATA:
Ratios to average net assets:
 Total expenses .....................................................       1.75%++       1.63%         1.54%        1.94%++
 Total expenses, excluding indirectly paid expenses .................       1.74%++        N/A           N/A          N/A
 Total expenses, excluding fee waivers & expense reimbursements .....       1.94%++       1.90%         1.93%        2.78%++
 Net investment income ..............................................       3.10%++       3.13%         3.76%        3.96%++
Portfolio turnover rate .............................................         50%           59%           88%          23%
Average commission rate paid per share ..............................  $  0.0593      $ 0.0605           N/A          N/A
Net assets end of period (thousands) ................................  $     379      $    396       $   246     $    128
                                                                       ==========      ==========    =======     ========
</TABLE>

- --------
+  Initial sales charge or contingent deferred sales charge is not reflected.
++  Annualized.
*  For the period from September 2, 1994 (commencement of class operations) to
December 31, 1994.
#  The Fund changed its fiscal year ended from December 31 to July 31,
effective July 31, 1997.

                                       7
<PAGE>

Evergreen Growth and Income Fund -- Class A and B Shares



<TABLE>
<CAPTION>
                                                                                Class A Shares
                                                                 --------------------------------------------
                                                                                          Year Ended
                                                                   Seven Months          December 31,
                                                                      Ended      ----------------------------
                                                                  July 31, 1997#      1996          1995
                                                                 --------------- ------------- --------------
<S>                                                              <C>             <C>           <C>
PER SHARE DATA:
Net asset value beginning of period ............................  $ 22.53        $ 18.63        $ 14.48
                                                                   ---------      ----------     -------
Income from investment operations
 Net investment income .........................................     0.08           0.12           0.13
 Net realized and unrealized gain on investments ...............     4.72           4.26           4.64
                                                                   ---------      ----------     -------
   Total from investment operations ............................     4.80           4.38           4.77
                                                                   ---------      ----------     -------
Less distributions from
 Net investment income .........................................    (0.07)         (0.13)         (0.14)
 In excess of net investment income ............................        0**            0              0
 Net realized gain on investments ..............................        0          (0.35)         (0.48)
                                                                   ---------      ----------     -------
   Total distributions .........................................    (0.07)         (0.48)         (0.62)
                                                                   ---------      ----------     -------
Net asset value end of period ..................................  $ 27.26        $ 22.53        $ 18.63
                                                                   =========      ==========     =======
TOTAL RETURN+ ..................................................    21.33%         23.50%         33.00%
RATIOS/SUPPLEMENTAL DATA:
Ratios to average net assets:
 Total expenses ................................................     1.47%++        1.41%          1.55%++
 Total expenses, excluding indirectly paid expenses ............     1.47%++         N/A           N/A
 Total expenses, excluding fee waivers & expense reimbursements       N/A            N/A          1.64%++
 Net investment income .........................................     0.57%++        0.70%         0.99%++
Portfolio turnover rate ........................................        6%            14%           17%
Average commission rate paid per share ......................... $ 0.0603       $ 0.0566           N/A
Net assets end of period (millions) ............................ $    166       $     85        $   19
                                                                 ===========      ==========   =========
</TABLE>

- --------
+  Initial sales charge or contingent deferred sales charge is not reflected.
++  Annualized.
*  For the period from January 3, 1995 (commencement of class operations) to
December 31, 1995.
**  Less than one cent per share.
#  The Fund changed its fiscal year end from December 31 to July 31, effective
July 31, 1997.



<TABLE>
<CAPTION>
                                                                                Class B Shares
                                                                 --------------------------------------------
                                                                                          Year Ended
                                                                   Seven Months          December 31,
                                                                      Ended      ----------------------------
                                                                  July 31, 1997#      1996          1995*
                                                                 --------------- ------------- --------------
<S>                                                              <C>             <C>           <C>
PER SHARE DATA:
Net asset value beginning of period ............................    $ 22.43        $ 18.59       $  14.48
                                                                    ---------      --------      --------
Income from investment operations
 Net investment income (loss) ..................................      (0.02)             0**         0.05
 Net realized and unrealized gain on investments ...............       4.69           4.20           4.61
                                                                    ---------      --------      --------
   Total from investment operations ............................       4.67           4.20           4.66
                                                                    ---------      --------      --------
Less distributions from
 Net investment income .........................................          0          (0.01)         (0.07)
 Net realized gain on investments ..............................          0          (0.35)         (0.48)
                                                                    ---------      --------      --------
   Total distributions .........................................          0          (0.36)         (0.55)
                                                                    ---------      --------      --------
Net asset value end of period ..................................    $ 27.10        $ 22.43       $  18.59
                                                                    =========      ========      ========
TOTAL RETURN+ ..................................................      20.82%         22.60%         32.20%
RATIOS/SUPPLEMENTAL DATA:
Ratios to average net assets:
 Total expenses ................................................       2.25%++        2.17%          2.24%++
 Total expenses, excluding indirectly paid expenses ............       2.25%++         N/A            N/A
 Total expenses, excluding fee waivers & expense reimbursements         N/A            N/A           2.26%++
 Net investment income .........................................      (0.19%)++      (0.06%)         0.30%++
Portfolio turnover rate ........................................          6%            14%            17%
Average commission rate paid per share ......................... $   0.0603     $   0.0566            N/A
Net assets end of period (millions) ............................ $      542     $      245      $      46
                                                                 ============    ==========      ========
</TABLE>

- --------
+  Initial sales charge or contingent deferred sales charge is not reflected.
++  Annualized.
*  For the period from January 3, 1995 (commencement of class operations) to
December 31, 1995.
**  Less than one cent per share.
#  The Fund changed its fiscal year end from December 31 to July 31, effective
July 31, 1997.

                                       8
<PAGE>

Evergreen Growth and Income Fund -- Class C Shares



<TABLE>
<CAPTION>
                                                                                Class C Shares
                                                                 --------------------------------------------
                                                                                          Year Ended
                                                                   Seven Months          December 31,
                                                                      Ended      ----------------------------
                                                                  July 31, 1997#      1996          1995*
                                                                 --------------- ------------- --------------
<S>                                                              <C>             <C>           <C>
PER SHARE DATA:
Net asset value beginning of period ............................    $ 22.43        $ 18.58       $  14.48
                                                                    ---------      --------      --------
Income from investment operations
 Net investment income (loss) ..................................      (0.02)             0**         0.06
 Net realized and unrealized gain on investments ...............       4.69           4.21           4.60
                                                                    ---------      --------      --------
   Total from investment operations ............................       4.67           4.21           4.66
                                                                    ---------      --------      --------
Less distributions from
 Net investment income .........................................          0          (0.01)         (0.08)
 Net realized gain on investments ..............................          0          (0.35)         (0.48)
                                                                    ---------      --------       --------
   Total distributions .........................................          0          (0.36)         (0.56)
                                                                    ---------      --------       --------
Net asset value end of period ..................................    $ 27.10        $ 22.43       $  18.58
                                                                    =========      ========       ========
TOTAL RETURN+ ..................................................      20.82%         22.60%         32.20%
RATIOS/SUPPLEMENTAL DATA:
Ratios to average net assets:
 Total expenses ................................................       2.25%++        2.17%          2.15%++
 Total expenses, excluding indirectly paid expenses ............       2.25%++         N/A            N/A
 Total expenses, excluding fee waivers & expense reimbursements         N/A            N/A           4.94%++
 Net investment income .........................................      (0.19%)++      (0.06%)         0.35%++
Portfolio turnover rate ........................................          6%            14%            17%
Average commission rate paid per share ......................... $   0.0603     $   0.0566            N/A
Net assets end of period (millions) ............................ $       24     $       10      $      20
                                                                 ============    ==========      ========
</TABLE>

- --------
+  Initial sales charge or contingent deferred sales charge is not reflected.
++ Annualized.
*  For the period from January 3, 1995 (commencement of class operations) to
   December 31, 1995.
** Less than one cent per share.
#  The Fund changed its fiscal year end from December 31 to July 31, effective
   July 31, 1997.

                                       9
<PAGE>

                    Evergreen Value Fund -- Class A Shares



<TABLE>
<CAPTION>
                                                            Class A Shares
                                   -----------------------------------------------------------------
                                     Seven Months               Year Ended December 31,
                                        Ended      -------------------------------------------------
                                    July 31, 1997#      1996         1995        1994        1993
                                   --------------- ------------- ----------- ----------- -----------
<S>                                <C>             <C>           <C>         <C>         <C>
 PER SHARE DATA:
 Net asset value beginning of
  period .........................   $ 20.57       $ 20.45       $ 16.62     $ 17.63     $ 17.11
                                      --------      ----------    -------     -------     -------
 Income from investment
  operations
  Net investment income ..........      0.21          0.38          0.55        0.52        0.47
  Net realized and
   unrealized gain (loss)
   on investments ................      4.05          3.49          4.69       (0.20)       1.10
                                      --------      ----------    -------     --------    -------
   Total from investment
    operations ...................      4.26          3.87          5.24        0.32        1.57
                                      --------      ----------    -------     --------    -------
 Less distributions from .........
  Net investment income ..........     (0.19)        (0.41)        (0.51)      (0.51)      (0.47)
  Net realized gain on
   investments ...................         0         (3.32)        (0.90)      (0.82)      (0.58)
  In excess of net
   investment income .............         0         (0.02)            0           0           0
                                      --------      ----------    --------    --------    --------
   Total distributions ...........     (0.19)        (3.75)        (1.41)      (1.33)      (1.05)
                                      --------      ----------    --------    --------    --------
 Net asset value end of
  period .........................   $ 24.64       $ 20.57       $ 20.45     $ 16.62     $ 17.63
                                      ========      ==========    ========    ========    ========
 TOTAL RETURN+ ...................     20.78%        18.90%        31.80%       1.90%       9.30%
 RATIOS/SUPPLEMENTAL
  DATA:
 Ratios to average net
  assets:
  Total expenses .................      0.92%++       0.91%         0.90%       0.93%       0.99%
  Total expenses, excluding
   indirectly paid expenses             0.92%++        N/A           N/A         N/A         N/A
  Total expenses, excluding
   fee waiver & expense
   reimbursement .................       N/A           N/A           N/A         N/A         N/A
  Net investment income ..........      1.66%++       1.77%         2.78%       2.96%       2.63%
 Portfolio turnover rate .........         6%           91%           53%         70%         46%
 Average commission rate
  paid per share .................  $ 0.0600     $  0.0588           N/A         N/A         N/A
 Net assets end of period
  (millions) .....................  $    392     $     328      $    292    $    189    $    190
                                    ==========      ==========    ========    ========    ========



<CAPTION>
                                                                 Class A Shares
                                   --------------------------------------------------------------------------
                                          Year Ended December 31,                Year Ended March 31,
                                   --------------------------------------   --------------------------------
                                       1992        1991         1990*         1990        1989        1988
                                   ----------- ----------- -------------- ----------- ----------- -----------
<S>                                <C>         <C>         <C>            <C>         <C>         <C>
 PER SHARE DATA:
 Net asset value beginning of
  period .........................  $ 17.08     $ 14.61      $   15.12     $ 14.45     $ 12.83     $  14.66
                                    -------     -------      ---------     -------     -------     --------
 Income from investment
  operations
  Net investment income ..........     0.44        0.46           0.36        0.54        0.36         0.26
  Net realized and
   unrealized gain (loss)
   on investments ................     0.89        3.17          (0.44)       1.70        2.11        (1.30)
                                    -------     -------      ---------     -------     -------     --------
   Total from investment
    operations ...................     1.33        3.63          (0.08)       2.24        2.47        (1.04)
                                    -------     -------      ---------     -------     -------     --------
 Less distributions from .........
  Net investment income ..........    (0.43)      (0.43)         (0.36)      (0.57)      (0.38)       (0.26)
  Net realized gain on
   investments ...................    (0.87)      (0.73)         (0.02)      (1.00)      (0.47)       (0.53)
  In excess of net
   investment income .............        0           0          (0.05)          0           0            0
                                    --------    --------     ---------     --------    --------    --------
   Total distributions ...........    (1.30)      (1.16)         (0.43)      (1.57)      (0.85)       (0.79)
                                    --------    --------     ---------     --------    --------    --------
 Net asset value end of
  period .........................  $ 17.11     $ 17.08      $   14.61     $ 15.12     $ 14.45     $  12.83
                                    ========    ========     =========     ========    ========    ========
 TOTAL RETURN+ ...................     8.00%      25.10%         (0.50%)     15.50%      19.70%       (7.10%)
 RATIOS/SUPPLEMENTAL
  DATA:
 Ratios to average net
  assets:
  Total expenses .................     1.01%       0.96%          1.39%++     1.55%       1.71%        1.74%
  Total expenses, excluding
   indirectly paid expenses            N/A         N/A             N/A         N/A         N/A         N/A
  Total expenses, excluding
   fee waiver & expense
   reimbursement .................     1.02%       1.05%           N/A         N/A         N/A         N/A
  Net investment income ..........     2.37%       2.78%          3.28%++     3.42%       2.72%        1.92%
 Portfolio turnover rate .........       56%         69%            13%         11%         24%          24%
 Average commission rate
  paid per share .................      N/A         N/A            N/A         N/A         N/A         N/A
 Net assets end of period
  (millions) .....................  $   169    $    136     $      105     $    96    $     83    $      22
                                    ========    ========     =========     ========    ========    ========
</TABLE>

- --------
+  Initial sales charge or contingent deferred sales charge is not reflected.
++ Annualized.
#  The Fund changed its fiscal year end from December 31 to July 31, effective
   July 31, 1997.
*  For the nine months ended December 31, 1990. The Fund changed fiscal year
   end from March 31 to December 31, effective December 31, 1990.


                                       10
<PAGE>

                 Evergreen Value Fund -- Class B and C Shares



<TABLE>
<CAPTION>
                                                                                         Class B Shares
                                                              --------------------------------------------------------------------
                                                                Seven Months                Year Ended December 31,
                                                                   Ended      ----------------------------------------------------
                                                               July 31, 1997#      1996         1995        1994         1993*
                                                              --------------- ------------- ----------- ----------- --------------
<S>                                                           <C>            <C>            <C>         <C>         <C>
PER SHARE DATA:
Net asset value beginning of period .........................   $ 20.58       $ 20.45        $ 16.62     $ 17.63      $   17.24
                                                                 --------      ----------    -------     -------      ---------
Income from investment operations
 Net investment income ......................................      0.12          0.22           0.39        0.42           0.35

 Net realized and unrealized gain (loss) on investments .....      4.03          3.50           4.70       (0.20)          1.01
                                                                 --------      ----------    -------     --------        ------


   Total from investment operations .........................      4.15          3.72           5.09        0.22           1.36
                                                                 --------      ----------    -------     --------        ------


Less distributions from .....................................
 Net investment income ......................................     (0.10)        (0.25)         (0.36)      (0.41)         (0.35)

 Net realized gain on investments ...........................         0         (3.32)         (0.90)      (0.82)         (0.58)

 In excess of net investment income .........................         0             0              0           0          (0.04)

 In excess of net realized gain on investments ..............         0         (0.02)             0           0              0
                                                                 --------      ----------    --------    --------     ---------
   Total distributions ......................................     (0.10)        (3.59)         (1.26)      (1.23)         (0.97)
                                                                 --------      ----------    --------    --------         ------


Net asset value end of period ...............................   $ 24.63       $ 20.58        $ 20.45     $ 16.62      $   17.63
                                                                 ========      ==========    ========    ========      =========
TOTAL RETURN+ ...............................................     20.23%        18.10%         30.90%       1.30%          8.00%

RATIOS/SUPPLEMENTAL DATA:
Ratios to average net assets:
 Total expenses .............................................      1.67%++       1.66%          1.65%       1.53%          1.48%++
                                                                                                                            N/A
 Total expenses, excluding indirectly paid expenses .........      1.67%++        N/A            N/A         N/A
 Net investment income ......................................      0.92%++        1.01%         2.04%       2.36%          2.09%++

Portfolio turnover rate .....................................         6%            91%           53%         70%            46%

Average commission rate paid per share ...................... $  0.0600      $  0.0588           N/A         N/A            N/A
Net assets end of period (thousands) ........................ $ 276,256      $ 197,411      $141,072    $104,297      $  59,953
                                                               ==========      ==========    ========    ========     =========
</TABLE>

- --------
+  Initial sales charge or contingent deferred sales charge is not reflected.
++ Annualized.
#  The Fund changed its fiscal year ended from December 31 to July 31,
   effective July 31, 1997.
*  For the period from February 2, 1993 (commencement of operations) to
   December 31, 1993.



<TABLE>
<CAPTION>
                                                                                   Class C Shares
                                                              --------------------------------------------------------
                                                                Seven Months          Year Ended December 31,
                                                                   Ended      ----------------------------------------
                                                               July 31, 1997#      1996         1995         1994*
                                                              --------------- ------------- ----------- --------------
<S>                                                           <C>             <C>           <C>         <C>
PER SHARE DATA:
Net asset value beginning of period .........................   $ 20.56       $ 20.44       $ 16.61      $  18.28
Income from investment operations
 Net investment income ......................................      0.12          0.22          0.39          0.19
 Net realized and unrealized gain (loss) on investments .....      4.03          3.50          4.70         (0.81)
                                                                 --------      ----------    -------      --------
   Total from investment operations .........................      4.15          3.72          5.09         (0.62)
                                                                 --------      ----------    -------      --------
Less distributions from .....................................
 Net investment income ......................................     (0.10)        (0.26)        (0.36)        (0.19)
 Net realized gain on investments ...........................         0         (3.32)        (0.90)        (0.82)
 In excess of net investment income .........................         0             0             0         (0.04)
 In excess of net realized gain on investments ..............         0         (0.02)            0             0
                                                                 --------      ----------    --------     --------
   Total distributions ......................................     (0.10)        (3.60)        (1.26)        (1.05)
                                                                 --------      ----------    --------     --------
Net asset value end of period ...............................   $ 24.61       $ 20.56       $ 20.44      $  16.61
                                                                ========      ==========    ========     ========
TOTAL RETURN+ ...............................................     20.25%        18.10%        30.90%        (3.40%)
RATIOS/SUPPLEMENTAL DATA:
Ratios to average net assets:
 Total expenses .............................................      1.66%++       1.67%         1.65%         1.68%++
 Total expenses, excluding indirectly paid expenses .........      1.66%++        N/A           N/A           N/A
 Net investment income ......................................      0.94%++       1.00%         2.03%         2.16%++
Portfolio turnover rate .....................................         6%           91%           53%           70%
Average commission rate paid per share ......................  $ 0.0600      $ 0.0588           N/A           N/A
Net assets end of period (thousands) ........................  $  2,507      $  1,458      $    811      $    485
                                                               ==========    ==========    ========      ========
</TABLE>

- --------
+  Initial sales charge or contingent deferred sales charge is not reflected.
++ Annualized.
*  For the period from September 2, 1994 (commencement of class operations) to
   December 31, 1994.
#  The Fund changed its fiscal year end from December 31 to July 31, effective
   July 31, 1997.

                                       11
<PAGE>

Evergreen Small Cap Equity Income Fund -- Class A and B Shares



<TABLE>
<CAPTION>
                                                                                Class A Shares
                                                                 --------------------------------------------
                                                                                          Year Ended
                                                                   Seven Months          December 31,
                                                                      Ended      ----------------------------
                                                                  July 31, 1997#      1996          1995*
                                                                 --------------- ------------- --------------
<S>                                                              <C>             <C>           <C>
PER SHARE DATA:
Net asset value beginning of period ............................    $ 13.10       $ 11.57        $   9.64
                                                                    --------      ----------     --------
Income from investment operations
 Net investment income .........................................       0.14**        0.34            0.34
 Net realized and unrealized gain on investments ...............       2.59          2.13            2.45
                                                                    --------      ----------     --------
   Total from investment operations ............................       2.73          2.47            2.79
                                                                    --------      ----------     --------
Less distributions from
 Net investment income .........................................      (0.13)        (0.34)          (0.37)
 Net realized gain on investments ..............................      (0.01)        (0.60)          (0.49)
                                                                    --------      ----------     --------
   Total distributions .........................................      (0.14)        (0.94)          (0.86)
                                                                    --------      ----------     --------
Net asset value end of period ..................................    $ 15.69       $ 13.10        $  11.57
                                                                    ========      ==========     ========
TOTAL RETURN+ ..................................................      20.99%        22.00%         29.50%
RATIOS/SUPPLEMENTAL DATA:
Ratios to average net assets:
 Total expenses ................................................       1.71%++       1.75%          1.75%++
 Total expenses, excluding indirectly paid expenses ............       1.70%++        N/A            N/A
 Total expenses, excluding fee waivers & expense reimbursements        1.84%++       5.03%         24.45%++
 Net investment income .........................................       1.88%++       3.08%          3.39%++
Portfolio turnover rate ........................................         13%           50%            48%
Average commission rate paid per share .........................  $  0.0665      $ 0.0635            N/A
Net assets end of period (thousands) ...........................  $   4,239      $    336       $    216
                                                                  ==========      ==========     ========
</TABLE>

- --------
+  Initial sales charge or contingent deferred sales charge is not reflected.
++ Annualized.
*  For the period from January 3, 1995 (commencement of operations) to January
   31, 1995.
** Calculation based on average shares outstanding during the period.
#  The Fund changed its fiscal year end from January 31 to July 31, effective
   July 31, 1997.



<TABLE>
<CAPTION>
                                                                                Class B Shares
                                                                 --------------------------------------------
                                                                                          Year Ended
                                                                   Seven Months          December 31,
                                                                      Ended      ----------------------------
                                                                  July 31, 1997#      1996          1995*
                                                                 --------------- ------------- --------------
<S>                                                              <C>             <C>           <C>
PER SHARE DATA:
Net asset value beginning of period ............................    $ 13.09       $ 11.57        $   9.64
                                                                    --------      ----------     --------
Income from investment operations
 Net investment income .........................................       0.08**        0.27            0.28
 Net realized and unrealized gain on investments ...............       2.57          2.11            2.43
                                                                    --------      ----------     --------
   Total from investment operations ............................       2.65          2.38            2.71
                                                                    --------      ----------     --------
Less distributions from
 Net investment income .........................................      (0.09)        (0.26)          (0.29)
 Net realized gain on investments ..............................      (0.01)        (0.60)          (0.49)
                                                                    --------      ----------     --------
   Total distributions .........................................      (0.10)        (0.86)          (0.78)
                                                                    --------      ----------     --------
Net asset value end of period ..................................    $ 15.64       $ 13.09        $  11.57
                                                                    ========      ==========     ========
TOTAL RETURN+ ..................................................      20.37%        21.10%          28.70%
RATIOS/SUPPLEMENTAL DATA:
Ratios to average net assets:
 Total expenses ................................................       2.46%++       2.50%           2.50%++
 Total expenses, excluding indirectly paid expenses ............       2.45%++        N/A             N/A
 Total expenses, excluding fee waivers & expense reimbursements        2.59%++       5.72%          20.90%++
 Net investment income .........................................       1.12%++       2.39%           2.67%++
Portfolio turnover rate ........................................         13%           50%             48%
Average commission rate paid per share .........................  $  0.0665      $ 0.0635             N/A
Net assets end of period (thousands) ...........................  $   9,462      $    692        $    266
                                                                  ==========      ==========     ========
</TABLE>

- --------
+  Initial sales charge or contingent deferred sales charge is not reflected.
++ Annualized.
*  For the period from January 3, 1995 (commencement of operations) to January
   31, 1995.
** Calculation based on average shares outstanding during the period.
#  The Fund changed its fiscal year end from January 31 to July 31, effective
   July 31, 1997.

                                       12
<PAGE>

Evergreen Small Cap Equity Income Fund -- Class C Shares



<TABLE>
<CAPTION>
                                                                                 Class C Shares
                                                                  --------------------------------------------
                                                                                           Year Ended
                                                                    Seven Months          December 31,
                                                                       Ended      ----------------------------
                                                                   July 31, 1997#      1996          1995*
                                                                  --------------- ------------- --------------
<S>                                                               <C>             <C>           <C>
PER SHARE DATA:
Net asset value beginning of period .............................    $ 13.09       $ 11.56        $    9.74
                                                                     --------      ----------     ---------
Income from investment operations
 Net investment income ..........................................       0.10**        0.28             0.28
 Net realized and unrealized gain on investments ................       2.54          2.10             2.33
                                                                     --------      ----------     ---------
    Total from investment operations ............................       2.64          2.38             2.61
                                                                     --------      ----------     ---------
Less distributions from
 Net investment income ..........................................      (0.09)        (0.25)           (0.30)
 Net realized gain on investments ...............................      (0.01)        (0.60)           (0.49)
                                                                     --------      ----------     ---------
    Total distributions .........................................      (0.10)        (0.85)           (0.79)
                                                                     --------      ----------     ---------
Net asset value end of period ...................................    $ 15.63       $ 13.09         $  11.56
                                                                     ========      ==========     =========
TOTAL RETURN+ ...................................................      20.30%        21.10%           27.30%
RATIOS/SUPPLEMENTAL DATA:
Ratios to average net assets:
 Total expenses .................................................       2.45%++       2.50%            2.50%++
 Total expenses, excluding indirectly paid expenses .............       2.44%++        N/A              N/A
 Total expenses, excluding fee waivers & expense reimbursements .       2.58%++       5.77%          187.29%++
 Net investment income ..........................................       1.20%++       2.33%            2.63%++
Portfolio turnover rate .........................................         13%           50%              48%
Average commission rate paid per share ..........................  $  0.0665      $ 0.0635              N/A
Net assets end of period (thousands) ............................  $   2,770      $     56        $      24
                                                                   ==========      ==========     =========
</TABLE>

- --------
+  Initial sales charge or contingent deferred sales charge is not reflected.
++ Annualized.
*  For the period from January 24, 1995 (commencement of class operations) to
   December 31, 1995.
** Calculation based on average shares outstanding during the period.
#  The Fund changed its fiscal year end from December 31 to July 31, effective
   July 31, 1997.

                                       13
<PAGE>

Evergreen Fund for Total Return -- Class A Shares



<TABLE>
<CAPTION>
                                                                             Class A Shares
                                                                      -----------------------------
                                                                                       Year Ended
                                                                        Eight Months  November 30,
                                                                           Ended      -------------
                                                                       July 31, 1997#      1996
                                                                      --------------- -------------
<S>                                                                   <C>             <C>
PER SHARE DATA:
Net asset value, beginning of period ................................   $ 17.33       $ 13.83
                                                                         --------      ----------
Income from investment operations
 Net investment income ..............................................      0.18          0.26
 Net realized and unrealized gain (loss) on investments .............      3.34          3.83
                                                                         --------      ----------
   Total from investment operations .................................      3.52          4.09
                                                                         --------      ----------
Less distributions from
 Net investment income ..............................................     (0.16)        (0.26)
 In excess of net investment income .................................         0             0
 Net realized gains on investments ..................................         0         (0.33)
                                                                         --------      ----------
   Total distributions ..............................................     (0.16)        (0.59)
                                                                         --------      ----------
Net asset value, end of period ......................................   $ 20.69       $ 17.33
                                                                         ========      ==========
TOTAL RETURN+ .......................................................     20.40%        29.83%
RATIOS/SUPPLEMENTAL DATA:
Ratios to average net assets:
 Total expenses .....................................................      1.24%++       1.41%
 Total expenses, excluding indirectly paid expenses .................      1.22%++       1.39%
 Total expenses, excluding fee waivers & expense reimbursements .....       N/A           N/A
 Net investment income ..............................................      1.46%++       1.66%
Portfolio turnover rate .............................................        41%           41%
Average commission rate paid per share ..............................  $ 0.0501      $ 0.0037
Net assets, end of period (thousands) ...............................  $ 47,812      $ 40,487
                                                                       ==========    ==========



<CAPTION>
                                                                                Class A Shares
                                                                      -----------------------------------
                                                                            Year Ended November 30,
                                                                      -----------------------------------
                                                                          1995        1994        1993
                                                                      ----------- ----------- -----------
<S>                                                                   <C>         <C>         <C>
PER SHARE DATA:
Net asset value, beginning of period ................................  $ 11.75     $ 12.31     $ 12.06
                                                                        -------     -------     -------
Income from investment operations
 Net investment income ..............................................     0.25        0.24        0.21
 Net realized and unrealized gain (loss) on investments .............     2.80       (0.56)       1.31
                                                                        -------     -------     -------
   Total from investment operations .................................     3.05       (0.32)       1.52
                                                                        -------     -------     -------
Less distributions from
 Net investment income ..............................................    (0.25)      (0.24)      (0.21)
 In excess of net investment income .................................    (0.07)          0       (0.03)
 Net realized gains on investments ..................................    (0.65)          0       (1.03)
                                                                        -------     -------     -------
   Total distributions ..............................................    (0.97)      (0.24)      (1.27)
                                                                        -------     -------     -------
Net asset value, end of period ......................................  $ 13.83     $ 11.75      $ 12.31
                                                                        =======     =======     =======
TOTAL RETURN+ .......................................................    26.57%      (2.65%)      12.67%
RATIOS/SUPPLEMENTAL DATA:
Ratios to average net assets:
 Total expenses .....................................................     1.69%       1.59%        1.85%
 Total expenses, excluding indirectly paid expenses .................     1.67%        N/A          N/A
 Total expenses, excluding fee waivers & expense reimbursements .....      N/A         N/A          N/A
 Net investment income ..............................................     1.94%       1.93%        1.63%
Portfolio turnover rate .............................................       77%         57%          92%
Average commission rate paid per share ..............................      N/A         N/A          N/A
Net assets, end of period (thousands) ...............................  $27,037     $23,162      $26,367
                                                                       =======     =======     =======
</TABLE>


<TABLE>
<CAPTION>
                                                                            Year Ended November 30,
                                                                      -----------------------------------
                                                                          1992        1991        1990
                                                                      ----------- ----------- -----------
<S>                                                                   <C>         <C>         <C>
PER SHARE DATA:
Net asset value, beginning of period ................................   $ 11.45     $ 10.29     $ 10.89
                                                                        -------     -------     -------
Income from investment operations
 Net investment income ..............................................      0.23        0.34        0.41
 Net realized and unrealized gain (loss) on investments .............      1.19        1.38       (0.61)
                                                                        -------     -------     -------
   Total from investment operations .................................      1.42        1.72       (0.20)
                                                                        -------     -------     -------
Less distributions from
 Net investment income ..............................................     (0.23)      (0.35)      (0.40)
 In excess of net investment income .................................     (0.05)      (0.05)          0
 Net realized gains on investments ..................................     (0.53)      (0.16)          0
                                                                        -------     -------     -------
   Total distributions ..............................................     (0.81)      (0.56)      (0.40)
                                                                        -------     -------     -------
Net asset value, end of period ......................................   $ 12.06     $ 11.45     $ 10.29
                                                                        =======     =======     =======
TOTAL RETURN+ .......................................................     12.56%      16.70%      (1.85%)
RATIOS/SUPPLEMENTAL DATA:
Ratios to average net assets:
 Total expenses .....................................................      1.85%       1.88%       2.00%
 Total expenses, excluding indirectly paid expenses .................       N/A         N/A         N/A
 Total expenses, excluding fee waivers & expense reimbursements .....       N/A         N/A        2.41%
 Net investment income ..............................................      1.87%       2.98%       3.85%
Portfolio turnover rate .............................................        66%         43%         51%
Average commission rate paid per share ..............................       N/A         N/A         N/A
Net assets, end of period (thousands) ...............................   $23,607     $22,974     $22,080
                                                                        =======     =======     =======



<CAPTION>
                                                                             Year Ended November 30,
                                                                      --------------------------------------
                                                                         1989       1988          1987*
                                                                      ---------- ---------- ----------------
<S>                                                                   <C>        <C>        <C>
PER SHARE DATA:
Net asset value, beginning of period ................................  $  9.41    $ 8.59       $   10.00
                                                                       -------    ------       ---------
Income from investment operations
 Net investment income ..............................................     0.42      0.46            0.30
 Net realized and unrealized gain (loss) on investments .............     2.01      0.89           (1.47)
                                                                       -------    ------       ---------
   Total from investment operations .................................     2.43      1.35           (1.17)
                                                                       -------    ------       ---------
Less distributions from
 Net investment income ..............................................    (0.42)    (0.53)          (0.24)
 In excess of net investment income .................................        0         0               0
 Net realized gains on investments ..................................    (0.53)        0               0
                                                                       -------    -------      ---------
   Total distributions ..............................................    (0.95)    (0.53)          (0.24)
                                                                       -------    -------      ---------
Net asset value, end of period ......................................  $ 10.89    $ 9.41       $    8.59
                                                                       =======    =======      =========
TOTAL RETURN+ .......................................................    26.17%    15.98%          11.94%
RATIOS/SUPPLEMENTAL DATA:
Ratios to average net assets:
 Total expenses .....................................................     2.00%     1.47%          1.00%+++
 Total expenses, excluding indirectly paid expenses .................      N/A       N/A            N/A
 Total expenses, excluding fee waivers & expense reimbursements .....     2.48%     2.92%          4.77%+++
 Net investment income ..............................................     3.94%     4.87%          4.94%+++
Portfolio turnover rate .............................................       50%       64%            16%
Average commission rate paid per share ..............................      N/A        N/A           N/A
Net assets, end of period (thousands) ...............................  $22,764    $20,735      $  7,672
                                                                       =======    =======      =========
</TABLE>

- --------
+   Initial sales charge or contingent deferred sales charge is not reflected.
++  Annualized.
+++ Annualized for the period from April 14, 1987 (commencement of investment
    operations) to November 30, 1987.
#   The Fund changed its fiscal year end from November 30 to July 31, effective
    July 31, 1997.
*   For the period from February 13, 1987 (commencement of operations) to
    November 30, 1987.

                                       14
<PAGE>

Evergreen Fund for Total Return -- Class B Shares



<TABLE>
<CAPTION>
                                                                                         Class B Shares
                                                              --------------------------------------------------------------------
                                                                Eight Months                Year Ended November 30,
                                                                   Ended      ----------------------------------------------------
                                                               July 31, 1997#      1996         1995        1994         1993*
                                                              --------------- ------------- ----------- ----------- --------------
<S>                                                           <C>             <C>           <C>         <C>         <C>
PER SHARE DATA:
Net asset value, beginning of period ........................   $ 17.31       $ 13.84         $ 11.77    $  12.32     $   12.65
                                                                 --------      ----------     -------    --------     ---------
Income from investment operations
 Net investment income ......................................      0.09          0.15           0.15         0.15          0.10

 Net realized and unrealized gain (loss) on investments .....      3.31          3.80           2.82       ( 0.56)         0.74
                                                                 --------      ----------     -------    --------        ------


   Total from investment operations .........................      3.40          3.95           2.97        (0.41)         0.84
                                                                 --------      ----------     -------    --------        ------


Less distributions from
 Net investment income ......................................     (0.08)        (0.15)         (0.15)       (0.14)       (0.10)

 In excess of net investment income .........................         0             0          (0.10)           0        (0.04)

 Net realized gains on investments ..........................         0         (0.33)         (0.65)           0        (1.03)
                                                                 --------      ----------     -------    --------        ------


   Total distributions ......................................      (0.08)         (0.48)         (0.90)      (0.14)        (1.17)
                                                                 --------      ----------     -------    --------        ------


Net asset value, end of period ..............................    $ 20.63         $ 17.31      $ 13.84    $  11.77      $ 12.32
                                                                 ========      ==========     =======    ========     =========
TOTAL RETURN+ ...............................................      19.68%          28.73%       25.59%      (3.36%)       6.68%
RATIOS/SUPPLEMENTAL DATA:
Ratios to average net assets:
 Total expenses .............................................       2.02%++         2.18%        2.47%       2.31%        2.64%++

 Total expenses, excluding indirectly paid expenses .........       2.00%++         2.16%        2.46%        N/A          N/A
 Net investment income ......................................       0.58%++         0.88%        1.06%       1.27%        0.84%++

Portfolio turnover rate .....................................         41%             41%          77%         57%          92%

Average commission rate paid per share ......................   $ 0.0501     $    0.0037          N/A         N/A          N/A
Net assets, end of period (thousands) .......................   $ 94,309     $    43,526      $20,605    $  7,314     $  4,283
                                                               ==========      ==========     =======    ========     =========
</TABLE>

- --------
+  Initial sales charge or contingent deferred sales charge is not reflected.
++  Annualized.
*  For the period from February 1, 1993 (commencement of class operations) to
November 30, 1993.
#  The Fund changed its fiscal year end from November 30 to July 31, effective
July 31, 1997.


Evergreen Fund for Total Return -- Class C Shares



<TABLE>
<CAPTION>
                                                                                         Class C Shares
                                                              --------------------------------------------------------------------
                                                                Eight Months                Year Ended November 30,
                                                                   Ended      ----------------------------------------------------
                                                               July 31, 1997#      1996         1995        1994         1993*
                                                              --------------- ------------- ----------- ----------- --------------
<S>                                                           <C>             <C>           <C>         <C>         <C>
PER SHARE DATA:
Net asset value, beginning of period ........................    $ 17.32       $ 13.85       $ 11.78     $  12.33     $  12.65
                                                                 --------      ----------    -------     --------     ---------
Income from investment operations
 Net investment income ......................................      0.09          0.14           0.16         0.15         0.10

 Net realized and unrealized gain (loss) on investments .....      3.32          3.81           2.81       ( 0.56)        0.75
                                                                 --------      ----------    -------     --------       ------


   Total from investment operations .........................      3.41          3.95           2.97       ( 0.41)        0.85
                                                                 --------      ----------    -------     --------       ------


Less distributions from
 Net investment income ......................................      (0.08)       (0.15)          (0.16)      (0.14)      (0.10)

 In excess of net investment income .........................           0           0           (0.09)          0       (0.04)

 Net realized gain on investments ...........................           0       (0.33)          (0.65)          0       (1.03)
                                                                 --------      ----------    --------    --------      ------


   Total distributions ......................................       (0.08)      (0.48)          (0.90)     (0.14)      (1.17)
                                                                 --------      ----------    --------    --------     ------


Net asset value, end of period ..............................    $ 20.65       $ 17.32       $ 13.85     $  11.78     $ 12.33
                                                                 ========      ==========    ========    ========     =========
TOTAL RETURN+ ...............................................      19.73%        28.71%        25.57%       (3.36%)      6.76%

RATIOS/SUPPLEMENTAL DATA:
Ratios to average net assets:
 Total expenses .............................................      2.01%++        2.17%         2.47%       2.34%      2.64%++

 Total expenses, excluding indirectly paid expenses .........      1.99%++        2.15%         2.44%        N/A        N/A
 Net investment income ......................................      0.66%++        0.89%         1.16%       1.21%      0.83%++

Portfolio turnover rate .....................................        41%            41%           77%         57%        92%

Average commission rate paid per share ......................  $ 0.0501      $  0.0037            N/A         N/A        N/A
Net assets, end of period (thousands) .......................  $ 21,125      $  14,562       $  9,503    $  5,968    $ 5,030
                                                               ==========      ==========    ========    ========    ========
</TABLE>

- --------
+  Initial sales charge or contingent deferred sales charge is not reflected.
++ Annualized.
*  For the period from February 1, 1993 (commencement of class operations) to
   November 30, 1993.
#  The Fund changed its fiscal year end from November 30 to July 31, effective
   July 31, 1997.

                                       15
<PAGE>

Evergreen Income and Growth Fund
(Formerly Evergreen Total Return Fund)
Class A and B Shares

<TABLE>
<CAPTION>
                                                                                           Class A Shares
                                                                      --------------------------------------------------------
                                                                         Six Months            Year Ended January 31,
                                                                           Ended      ----------------------------------------
                                                                       July 31, 1997#      1997         1996         1995*
                                                                      --------------- ------------- ----------- --------------
<S>                                                                   <C>             <C>           <C>         <C>
PER SHARE DATA:
Net asset value, beginning of period ................................    $ 21.79       $ 20.15       $ 17.28      $  17.09
                                                                         --------      ----------    -------      --------
Income from investment operations
 Net investment income ..............................................       0.52          1.02          1.01          0.02
 Net realized and unrealized gain on investments ....................       2.15          1.67          2.94          0.17
                                                                         ---------      ---------    -------      --------
   Total from investment operations .................................       2.67          2.69          3.95          0.19
                                                                         ---------      ---------    -------      --------
Less distributions from
 Net investment income ..............................................     ( 0.52)        (1.05)        (1.08)           0
                                                                         --------      ----------    --------     --------
   Total distributions ..............................................      (0.52)        (1.05)        (1.08)           0
                                                                         --------      ----------    --------     --------
Net asset value, end of period ......................................   $  23.94       $ 21.79       $ 20.15      $  17.28
                                                                         ========      ==========    ========     ========
TOTAL RETURN+ .......................................................      12.45%        13.80%        23.40%        1.10%
RATIOS/SUPPLEMENTAL DATA:
Ratios to average net assets:
 Total expenses .....................................................       1.45%++       1.44%         1.36%        1.45%++
 Total expenses, excluding indirectly paid expenses .................       1.45%++        N/A           N/A          N/A
 Total expenses, excluding fee waivers & expense reimbursements .....        N/A           N/A          2.50%         N/A
 Interest expense ...................................................        N/A          0.03%          N/A          N/A
 Net investment income ..............................................       4.69%++       4.93%         5.39%        4.09%++
Portfolio turnover rate .............................................         72%          168%          138%         151%
Average commission rate paid per share ..............................  $  0.0487      $ 0.0491           N/A          N/A
Net assets, end of period (thousands) ...............................  $  11,955      $  9,678       $ 4,412     $    119
                                                                       ==========      ==========    ========     ========
</TABLE>

- --------
+  Initial sales charge or contingent deferred sales charge is not reflected.
++ Annualized.
*  For the period from January 3, 1995 (commencement of Class operations) to
   January 31, 1995.
#  The Fund changed its fiscal year end from January 31 to July 31, effective
   July 31, 1997.



<TABLE>
<CAPTION>
                                                                                           Class B Shares
                                                                      --------------------------------------------------------
                                                                         Six Months            Year Ended January 31,
                                                                           Ended      ----------------------------------------
                                                                       July 31, 1997#      1997         1996         1995*
                                                                      --------------- ------------- ----------- --------------
<S>                                                                   <C>             <C>           <C>         <C>
PER SHARE DATA:
Net asset value, beginning of period ................................    $ 21.69       $ 20.08        $ 17.28     $  17.09
                                                                         --------      ----------     -------     --------
Income from investment operations
 Net investment income ..............................................        0.43*   *    0.89           0.91         0.02
 Net realized and unrealized gain on investments ....................        2.15         1.64           2.87         0.17
                                                                         --------       ----------     -------    --------
   Total from investment operations .................................        2.58         2.53           3.78         0.19
                                                                         --------      ----------     -------     --------
Less distributions from
 Net investment income ..............................................       (0.46)       (0.92)         (0.98)           0
                                                                         --------      ----------     -------     --------
   Total distributions ..............................................       (0.46)       (0.92)         (0.98)           0
                                                                         --------      ----------     -------     --------
Net asset value, end of period ......................................   $   23.81     $  21.69        $ 20.08     $  17.28
                                                                         ========      ==========     =======     ========
TOTAL RETURN+ .......................................................       12.06%       13.00%         22.40%        1.10%
RATIOS/SUPPLEMENTAL DATA:
Ratios to average net assets:
 Total expenses .....................................................        2.20%++      2.19%          2.11%       2.23%++
 Total expenses, excluding indirectly paid expenses .................        2.20%++       N/A            N/A         N/A
 Total expenses, excluding fee waivers & expense reimbursements .....         N/A          N/A           2.25%        N/A
 Interest expense ...................................................         N/A         0.03%           N/A         N/A
 Net investment income ..............................................        3.94%++      4.17%          4.69%       3.23%++
Portfolio turnover rate .............................................          72%         168%           138%        151%
Average commission rate paid per share ..............................    $ 0.0487    $  0.0491            N/A          N/A
Net assets, end of period (thousands) ...............................    $ 43,977    $  35,323        $14,750     $    599
                                                                       ==========      ==========     =======     ========
</TABLE>

- --------
+  Initial sales charge or contingent deferred sales charge is not reflected.
++ Annualized.
*  For the period from January 3, 1995 (commencement of operations) to January
   31, 1995.
** Calculated based on average shares outstanding.
#  The Fund changed its fiscal year end from January 31 to July 31, effective
   July 31, 1997.

                                       16
<PAGE>

Evergreen Income and Growth Fund
(Formerly Evergreen Total Return Fund)
Class C Shares



<TABLE>
<CAPTION>
                                                                                           Class C Shares
                                                                      --------------------------------------------------------
                                                                         Six Months            Year Ended January 31,
                                                                           Ended      ----------------------------------------
                                                                       July 31, 1997#      1997         1996         1995*
                                                                      --------------- ------------- ----------- --------------
<S>                                                                   <C>             <C>           <C>         <C>
PER SHARE DATA:
Net asset value, beginning of period ................................    $ 21.69       $ 20.08       $ 17.27      $  17.09
                                                                         --------      ----------    -------      --------
Income from investment operations
 Net investment income ..............................................      0.44*     *    0.87          0.90          0.01
 Net realized and unrealized gain on investments ....................      2.14           1.66          2.89          0.17
                                                                         --------       ----------   -------      --------
   Total from investment operations .................................      2.58           2.53          3.79          0.18
                                                                         --------      ----------    -------      --------
Less distributions from
 Net investment income ..............................................     (0.46)         (0.92)        (0.98)            0
                                                                         --------      ----------    --------     --------
   Total distributions ..............................................     (0.46)        ( 0.92)       ( 0.98)            0
                                                                         --------      ----------    --------     --------
Net asset value, end of period ......................................    $ 23.81       $ 21.69       $ 20.08      $  17.27
                                                                         ========      ==========    ========     ========
TOTAL RETURN+ .......................................................      12.06%        12.90%        22.40%         1.10%
RATIOS/SUPPLEMENTAL DATA:
Ratios to average net assets:
 Total expenses .....................................................       2.20%++       2.19%         2.11%         2.22%++
 Total expenses, excluding indirectly paid expenses .................       2.20%++        N/A           N/A           N/A
 Total expenses, excluding fee waivers & expense reimbursements .....        N/A           N/A         13.03%          N/A
 Interest expense ...................................................        N/A          0.03%          N/A           N/A
 Net investment income ..............................................       4.06%++       4.15%         4.67%        2.68%++
Portfolio turnover rate .............................................         72%          168%          138%         151%
Average commission rate paid per share ..............................    $0.0487       $0.0491           N/A          N/A
Net assets, end of period (thousands) ...............................    $   950       $   982       $   523      $    24
                                                                       ==========      ==========    ========     ========
</TABLE>

- --------
+  Initial sales charge or contingent deferred sales charge is not reflected.
++  Annualized.
*  For the period from January 3, 1995 (commencement of operations) to January
31, 1995.
**  Calculated based on average shares outstanding.
#  The Fund changed its fiscal year end from January 31 to July 31, effective
July 31, 1997.

                                       17
<PAGE>

                  Evergreen Blue Chip Fund -- Class B Shares


<TABLE>
<CAPTION>
                                                                     Year Ended August 31,
                                                                  ---------------------------
                                                                       1997          1996
                                                                  ------------- -------------
<S>                                                               <C>           <C>
 PER SHARE DATA:
 Net asset value beginning of year ..............................  $ 25.05       $ 22.98
                                                                   ----------    ----------
 Income from investment operations
  Net investment income .........................................     0.15          0.12
  Net gain (loss) on investments and foreign currency related
   transactions .................................................     7.97          3.69
                                                                   -----------    ---------
    Total from investment operations ............................     8.12          3.81
                                                                   ----------    ----------
 Less distributions
  From net investment income ....................................    (0.15)        (0.54)
  In excess of net investment income ............................    (0.05)        (0.22)
  From net realized gains on investments ........................    (3.18)        (0.98)
                                                                   ---------    ---------
    Total distributions .........................................    (3.38)        (1.74)
                                                                   ----------    ----------
 Net asset value end of year .................................... $  29.79      $  25.05
                                                                   ==========    ==========
 TOTAL RETURN(a) ................................................    34.76%        17.31%
 RATIOS/SUPPLEMENTAL DATA:
 Ratios to average net assets:
  Total expenses ................................................     1.57%         1.85%
  Total expenses, excluding indirectly paid expenses ............     1.56%         1.84%
  Net investment income .........................................     0.55%         0.52%
 Portfolio turnover rate ........................................      109%          139%
 Average commission rate paid per share ......................... $ 0.0598     $  0.0635
 Net assets end of year (thousands) ............................. $ 12,935     $ 224,819
                                                                   ========     ========



<CAPTION>
                                                                          Year Ended August 31,
                                                                  -------------------------------------
                                                                      1995         1994         1993
                                                                  ----------- ------------- -----------
<S>                                                               <C>         <C>           <C>
 PER SHARE DATA:
 Net asset value beginning of year ..............................  $ 23.21       $ 25.42     $ 23.17
                                                                   -------       -------     -------
 Income from investment operations
  Net investment income .........................................     0.25          0.16        0.11
  Net gain (loss) on investments and foreign currency related
   transactions .................................................     2.66         (0.35)       3.11
                                                                   -------        ------     -------
    Total from investment operations ............................     2.91         (0.19)       3.22
                                                                   -------       -------     -------
 Less distributions
  From net investment income ....................................    (0.25)       (0.23)      ( 0.11)
  In excess of net investment income ............................    (0.11)       (0.05)      ( 0.17)
  From net realized gains on investments ........................    (2.78)       (1.74)      ( 0.69)
                                                                   -------       ------     --------
    Total distributions .........................................    (3.14)       (2.02)      ( 0.97)
                                                                   --------      -------     --------
 Net asset value end of year ....................................  $ 22.98      $ 23.21      $ 25.42
                                                                   ========      =======     ========
 TOTAL RETURN(a) ................................................    13.87%       (0.72%)      14.31%
 RATIOS/SUPPLEMENTAL DATA:
 Ratios to average net assets:
  Total expenses ................................................     1.75%        2.07%        2.28%
  Total expenses, excluding indirectly paid expenses ............      N/A          N/A          N/A
  Net investment income .........................................     1.09%        0.67%        0.47%
 Portfolio turnover rate ........................................      115%          73%          96%
 Average commission rate paid per share .........................      N/A          N/A          N/A
 Net assets end of year (thousands) .............................  $199,456      $208,532    $234,688
                                                                   ========      ========    ========
</TABLE>


<TABLE>
<CAPTION>
                                                                                       Year Ended August 31,
                                                                  ---------------------------------------------------------------
                                                                      1992        1991         1990         1989         1988
                                                                  ----------- ----------- ------------- ----------- -------------
<S>                                                               <C>         <C>         <C>           <C>         <C>
 PER SHARE DATA:
 Net asset value beginning of year ..............................  $ 25.12     $ 22.97       $ 24.82     $ 18.93      $  27.23
                                                                   -------     -------       -------     -------      --------
 Income from investment operations
  Net investment income .........................................     0.15        0.19          0.22        0.32          0.46
  Net gain (loss) on investments and foreign currency related
   transactions .................................................    (0.11)       4.72         (1.29)       6.16         (6.77)
                                                                   --------    -------       -------     -------      --------
    Total from investment operations ............................     0.04        4.91         (1.07)       6.48         (6.31)
                                                                   --------    -------       -------     -------      --------
 Less distributions
  From net investment income ....................................    (0.15)      (0.26)        (0.65)      (0.59)       (0.46)
  In excess of net investment income ............................    (0.17)      (0.25)        (0.09)          0            0
  From net realized gains on investments ........................    (1.67)      (2.25)        (0.04)          0        (1.53)
                                                                   --------    -------        ------    --------     --------
    Total distributions .........................................    (1.99)      (2.76)        (0.78)     ( 0.59)      ( 1.99)
                                                                   --------    --------      -------     --------     --------
 Net asset value end of year ....................................  $ 23.17     $ 25.12       $ 22.97     $ 24.82      $  18.93
                                                                   ========    ========      =======     ========     ========
 TOTAL RETURN(a) ................................................     0.38%      24.82%        (4.56%)     34.99%       (24.55%)
 RATIOS/SUPPLEMENTAL DATA:
 Ratios to average net assets:
  Total expenses ................................................     2.08%       2.33%         2.35%       2.05%        1.77%
  Total expenses, excluding indirectly paid expenses ............      N/A         N/A           N/A         N/A          N/A
  Net investment income .........................................     0.61%       0.93%         1.36%       2.16%        2.28%
 Portfolio turnover rate ........................................       95%         64%           47%         44%          82%
 Average commission rate paid per share .........................      N/A         N/A           N/A         N/A          N/A
 Net assets end of year (thousands) .............................  $204,004    $176,985      $154,124    $187,696     $195,375
                                                                   ========    ========      ========    ========     ========
</TABLE>

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(a) Excluding applicable sales charges.

                                       18
<PAGE>

- --------------------------------------------------------------------------------
                            DESCRIPTION OF THE FUNDS
- --------------------------------------------------------------------------------
INVESTMENT OBJECTIVES AND POLICIES



     Each Fund's investment objectives are nonfundamental; as a result a Fund
may change its objectives without a shareholder vote. Each Fund has also
adopted certain fundamental investment policies which are mainly designed to
limit a Fund's exposure to risk. Each Fund's fundamental policies cannot be
changed without a shareholder vote. See the Statement of Additional Information
("SAI") for more information regarding a Fund's fundamental investment policies
or other related investment policies. There can be no assurance that a Fund's
investment objectives will be achieved.


     In addition to the investment policies detailed below, each Fund may
employ certain additional investment strategies which are discussed in
"Investment Practices and Restrictions" below.


Evergreen Growth and Income Fund


     The investment objective of Evergreen Growth and Income Fund is to achieve
a return composed of capital appreciation in the value of its shares and
current income.


     The Fund seeks to achieve its investment objective by investing in the
securities of companies which are undervalued in the marketplace relative to
those companies' assets, breakup value, earnings or potential earnings growth.
These companies are often found among those which have had a record of
financial success but are currently in disfavor in the marketplace for reasons
the Fund's investment adviser perceives as temporary or erroneous. Such
investments when successfully timed are expected to be the means for achieving
the Fund's investment objective. This inherently contrarian approach may
require greater reliance upon the analytical and research capabilities of the
Fund's investment adviser than an investment in certain other equity funds.
Consequently, an investment in the Fund may involve more risk than other equity
funds. The Fund should not be considered suitable for investors who are unable
or unwilling to assume the risks of loss inherent in such a program. Nor should
the Fund be considered a balanced or complete investment program.


     The Fund will use the "value timing" approach as a process for purchasing
securities when events indicate that fundamental investment values are being
ignored in the marketplace. Fundamental investment value is based on one or
more of the following: assets -- tangible and intangible (examples of the
latter include brand names or licenses), capitalization of earnings, cash flow
or potential earnings growth. A discrepancy between market valuation and
fundamental value often arises due to the presence of unrecognized assets or
business opportunities, or as a result of incorrectly perceived or short-term
negative factors. Changes in regulations, basic economic or monetary shifts and
legal action (including the initiation of bankruptcy proceedings) are some of
the factors that create these capital appreciation opportunities. If the
securities in which the Fund invests never reach their perceived potential or
the valuation of such securities in the marketplace does not in fact reflect
significant undervaluation, there may be little or no appreciation or a
depreciation in the value of such securities.


     The Fund will invest primarily in common stocks and securities convertible
into or exchangeable for common stock. It is anticipated that the Fund's
investments in these securities will contribute to the Fund's return primarily
through capital appreciation. In addition, the Fund will invest in
nonconvertible preferred stocks and debt securities. It is anticipated that the
Fund's investments in these securities will also produce capital appreciation,
but the current income component of return will be a more significant factor in
their selection. However, the Fund will invest in nonconvertible preferred
stock and debt securities only if the anticipated capital appreciation plus
income from such investments is equivalent to that anticipated from investments
in equity or equity-related securities. The Fund may invest up to 5% of its
total assets in debt securities which are rated below investment grade,
commonly known as "junk bonds". Investments of this type are subject to greater
risk of loss of principal and interest. See "Special Risk Considerations --
Lower Rated Securities".


                                       19
<PAGE>

Evergreen Small Cap Equity Income Fund


     The investment objective of Evergreen Small Cap Equity Income Fund is to
achieve a return consisting of current income and capital appreciation in the
value of its shares. The emphasis on current income and capital appreciation
will be relatively equal although, over time, changes in market conditions and
the level of interest rates may cause the Fund to vary its emphasis between
these two elements in its search for the optimum return for its shareholders.
The Fund seeks to achieve its investment objective through investments in
common stocks, preferred stocks, securities convertible into or exchangeable
for common stocks and fixed income securities. Under normal conditions, the
Fund will invest at least 65% of its assets in equity securities (including
convertible debt securities) of companies that, at the time of purchase, have
"total market capitalization" --  present market value per share multiplied by
the total number of shares outstanding -- of less than $1 billion. The Fund may
invest up to 35% of its total assets in equity securities of companies that at
the time of purchase have a total market capitalization of $1 billion or more,
and in excess of that percentage during temporary defensive periods.


     To the extent that the Fund seeks capital appreciation, it expects that
its investments will provide growth over the long-term. Investments, however,
may be made on occasion for the purpose of short-term capital appreciation if
the Fund believes that such investments will benefit its shareholders.
Purchasing securities for short-term trading is subject to certain rules and
involves additional brokerage expenses. The Fund may make investments in
securities regardless of whether or not such securities are traded on a
national securities exchange and may invest up to 5% of its total assets in
foreign securities. The value of portfolio securities and their yields are
expected to fluctuate over time because of varying general economic and market
conditions.


     The Fund's portfolio will vary over time depending upon the economic
outlook and market conditions. The composition of its portfolio will be subject
to the discretion of the Fund's investment adviser. Ordinarily, the Fund
anticipates that most of its portfolio will consist of equity securities and
convertible debt securities. A significant portion of the equity investments,
however, will be income producing. If in the judgment of the Fund's investment
adviser a defensive position is appropriate, the Fund may take a defensive
position and invest without limit in debt securities or government securities
or hold its assets in cash or cash equivalents. The quality standards for debt
securities include: Obligations of banks and commercial paper rated no lower
than P-2 by Moody's Investor's Service ("Moody's"), A-2 by Standard and Poor's
Ratings Service, a division of McGraw-Hill Companies, Inc. ("S&P") or having a
comparable rating from another nationally recognized statistical rating
organization ("SRO"); and non-convertible debt securities rated no lower than
Baa by Moody's or BBB by S&P. Securities rated Baa or BBB may have speculative
characteristics. Changes in economic conditions are more likely to weaken the
capacity of the issuers of such bonds to make the interest and principal
payments than would be the case with higher rated bonds. However, like higher
rated bonds, these securities may be considered investment grade. For a
description of such ratings see the Statement of Additional Information.


Evergreen Income and Growth Fund


     The investment objective of Evergreen Income and Growth Fund (formerly
Evergreen Total Return Fund) is to achieve a return consisting of current
income and capital appreciation in the value of its shares. The emphasis on
current income and capital appreciation will be relatively equal although, over
time, changes in the outlook for market conditions and the level of interest
rates will cause the Fund to vary its emphasis between these two elements in
its search for the optimum return for its shareholders. To the extent that the
Fund is emphasizing current income, it may purchase securities in anticipation
of participating in dividends. This practice may result in a higher rate of
portfolio turnover and may affect the Fund's overall return. The Fund seeks to
achieve its investment objective through investments in common stocks,
preferred stocks, securities convertible into or exchangeable for common stocks
and fixed income securities. The Fund may invest up to 50% of its total assets
in the securities of foreign issuers either directly or in the form of American
Depository Receipts ("ADRs"), European Depository Receipts ("EDRs"), Global
Depositary Receipts ("GDRs") or other securities convertible into securities of
foreign issuers. See "Special Risk Considerations", below.


     To the extent that the Fund seeks capital appreciation, it expects that
its investments will provide growth over the long-term. Investments, however,
may be made on occasion for the purpose of short-term capital appreciation if
the Fund believes that such investments will benefit its shareholders. The Fund
may make investments in


                                       20
<PAGE>

securities (other than options) regardless of whether or not such securities
are traded on a national securities exchange. The value of portfolio securities
and their yields, as well as opportunities to realize net gains from a covered
call options writing program, are expected to fluctuate over time because of
varying general economic and market conditions.


     The Fund's portfolio will vary over time depending upon the economic
outlook and market conditions. The composition of its portfolio will be largely
unrestricted and subject to the discretion of the Fund's investment adviser.
Ordinarily, the Fund anticipates that approximately 75% of its portfolio will
consist of equity securities (including convertible preferred stock) and the
other 25% of debt securities (including convertible debt securities). If, in
the judgment of the Fund's investment adviser, the appreciation potential for
equity securities exceeds the return available from debt securities or
government securities, investments in equity securities could exceed 75% of the
Fund's portfolio. Most equity investments, however, will be income producing.
The balance of the Fund's portfolio consisted of debt securities (including
convertible debt securities). The quality standards for debt securities
include: Obligations of banks having total assets of at least one billion
dollars which are members of the FDIC; commercial paper rated no lower than P-2
by Moody's or A-2 by S&P; and non-convertible debt securities rated no lower
than Baa by Moody's or BBB by Standard & Poor's. Securities rated Baa or BBB
may have speculative characteristics. Changes in economic conditions or other
circumstances are more likely to weaken the ability of the issuers of such
bonds to make principal and interest payments than is the case with higher
rated bonds. However, like the higher rated bonds, these securities are
considered investment grade. For a description of such ratings, see the
Statement of Additional Information. See "Special Risk Considerations".


Evergreen Utility Fund


     The investment objective of Evergreen Utility Fund is to achieve a return
consisting of high current income and moderate capital appreciation. The Fund
invests primarily in a diversified portfolio of equity and debt securities of
utility companies that produce, transmit or distribute gas or electrical
energy, as well as those companies which provide communications facilities,
such as telephone and telegraph companies. As a matter of investment policy,
the Fund will invest at least 65% of the value of its total assets in utility
companies that derive 50% of their revenues from utilities or assets relating
to utility industries. In addition, the Fund may invest up to 35% of its assets
in common stock of non-utility companies.


     The Fund may invest in:


         common and preferred stocks, bonds and convertible preferred stocks of
   utility companies selected by the Fund's investment adviser on the basis of
   traditional research techniques, including assessment of earnings and
   dividend growth prospects and of the risk and volatility of the individual
   company's industry. However, other factors, such as product position,
   market share or profitability may also be considered by the Fund's
   investment adviser. The Fund will only invest its assets in debt securities
   rated Baa or higher by Moody's or BBB or higher by S&P or which, if
   unrated, are considered to be of comparable quality by the Fund's
   investment adviser;


         securities which are either issued or guaranteed by the U.S.
   government, its agencies or instrumentalities. These securities include
   direct obligations of the U.S. Treasury, such as U.S. Treasury bills, notes
   and bonds; and notes, bonds and discount notes of U.S. government agencies
   or instrumentalities such as the Farm Credit System, including the National
   Bank for Cooperatives, Farm Credit Banks and Banks for Cooperatives,
   Farmers Home Administration, Federal Home Loan Banks, Federal Home Loan
   Mortgage Corporation, Federal National Mortgage Association, Government
   National Mortgage Association, Student Loan Marketing Association,
   Tennessee Valley Authority, Export-Import Bank of the United States,
   Commodity Credit Corporation, Federal Financing Bank and National Credit
   Union Administration. Some of these securities are supported by the full
   faith and credit of the U.S. government, and others are supported only by
   the full faith and credit of the agency or instrumentality;


         commercial paper, including master demand notes;


         ADRs of foreign companies traded on the New York or American Stock
     Exchanges or the over-the-counter market;

                                       21
<PAGE>

         foreign securities (either foreign or U.S. securities traded in
   foreign markets). The Fund may also invest in other obligations denominated
   in foreign currencies. In making these decisions, the Fund's investment
   adviser will consider such factors as the condition and growth potential of
   various economies and securities markets, currency and taxation
   considerations and other pertinent financial, social, national and
   political factors. See "Special Risk Considerations" below. The Fund will
   not invest more than 10% of its assets in foreign securities;


         obligations, including certificates of deposit and bankers'
   acceptances, of banks or savings and loan associations having at least $1
   billion in deposits and insured by the Bank Insurance Fund or the Savings
   Association Mortgage Fund, including U.S. branches of foreign banks and
   foreign branches of U.S. banks; and


         securities of other investment companies.


         Bonds rated Baa by Moody's or BBB by S&P may have speculative
   characteristics. Changes in economic conditions or other circumstances are
   more likely to weaken the ability of the issuers of such bonds to make
   principal and interest payments than is the case with higher rated bonds.
   However, like the higher rated bonds, these securities are considered
   investment grade. For a description of such ratings, see the Statement of
   Additional Information.


Evergreen Value Fund


     The investment objective of the Evergreen Value Fund is long-term capital
appreciation with current income as a secondary objective. Normally, at least
75% of the Fund's assets will be invested in equity securities of U.S.
companies with prospects for earnings growth and dividends.


     The Fund's investments, in order of priority, consist of:


         common and preferred stocks, bonds and convertible preferred stock of
   U.S. companies with a minimum market capitalization of $100 million which
   are listed on the New York or American Stock Exchanges or traded in
   over-the-counter markets. The primary consideration is for those industries
   and companies with the potential for capital appreciation; income is a
   secondary consideration;


         ADRs of foreign companies traded on the New York or American Stock
     Exchanges or the over-the-counter market;


         foreign securities (either foreign or U.S. securities traded in
   foreign markets). The Fund may also invest in obligations denominated in
   foreign currencies. In making these decisions, the Fund's investment
   adviser will consider such factors as the condition and growth potential of
   various economies and securities markets, currency and taxation
   implications and other pertinent financial, social, national and political
   factors (see "Special Risk Considerations");


         convertible bonds rated no lower than BBB by S&P or Baa by Moody's or,
   if not rated, determined to be of comparable quality by the Fund's
   investment adviser;


         money market instruments;


         fixed rate notes and bonds and adjustable and variable rate notes of
   companies whose common stock the Fund may acquire rated no lower than BBB
   by S&P or Baa by Moody's or which, if not rated, determined to be of
   comparable quality by the Fund's investment adviser (up to 5% of total
   assets);


         zero coupon bonds issued or guaranteed by the U.S. government, its
   agencies or instrumentalities (up to 5% of total assets);


         obligations, including certificates of deposit and bankers'
   acceptances, of banks or savings and loan associations having at least $1
   billion in deposits and insured by the Bank Insurance Fund or the Savings
   Association Insurance Fund, including U.S. branches of foreign banks and
   foreign branches of U.S. banks; and


                                       22
<PAGE>

         prime commercial paper, including master demand notes rated no lower
   than A-1 by S&P or Prime 1 by Moody's.


     Bonds rated BBB by S&P or Baa by Moody's may have speculative
characteristics. Changes in economic conditions or other circumstances are more
likely to weaken the ability of the issuers of such bonds to make principal and
interests payments than higher rated bonds. However, like the higher rated
bonds, these securities are considered investment grade. For a description of
such ratings see the Statement of Additional Information.


Evergreen Fund for Total Return


     Evergreen Fund for Total Return seeks total return from a combination of
capital growth and income. Under ordinary circumstances, the Fund will invest
principally in dividend paying common stocks, preferred stocks and securities
convertible or exchangeable into common stocks. Non-dividend paying stocks may
also be owned by the Fund if, in the judgment of the Fund's investment adviser,
that is consistent with its investment objectives. The Fund may invest up to
50% of its assets in securities of foreign issuers located in developed
countries as well as emerging markets countries. For this purpose, countries
with emerging markets are generally those where the per capita income is in the
low to middle ranges, as determined, from time to time, by the International
Bank for Reconstruction and Development ("World Bank"). The Fund may invest up
to 35% of its total assets in debt securities of U.S. and foreign issuers,
including secured and unsecured debt obligations, rated in any category by S&P
or Moody's or which are unrated. The Fund may also invest in non-investment
grade rated zero coupon and payment-in-kind ("PIK") securities. See "Special
Risk Considerations".


     The Fund may invest up to 35% of its total assets under ordinary
circumstances in the following types of money market instruments: (1)
commercial paper, including master demand notes, which at the date of
investment is rated A-1, the highest grade, by S&P, PRIME-1, the highest grade,
by Moody's or, if not rated by such services, is issued by a company which at
the date of investment has an outstanding issue rated A or better by S&P or
Moody's; (2) obligations, including certificates of deposit and bankers'
acceptances, of banks or savings and loan associations having at least $1
billion in assets as of the date of their most recently published financial
statements that are members of the Federal Deposit Insurance Corporation,
including U.S. branches of foreign banks and foreign branches of U.S. banks;
(3) corporate obligations that at the date of investment are rated A or better
by S&P or Moody's; and (4) obligations issued or guaranteed by the U.S.
government or by any agency or instrumentality of the U.S. government.


Evergreen Blue Chip Fund


     The Fund's investment objective is to provide shareholders with the best
possible growth of capital and long-term growth of income.


     Under normal circumstances, the Fund will invest principally in common
stocks of generally accepted investment quality selected primarily from or
similar to those found in the Standard & Poor's 500 Index ("S&P 500"), usually
with established records of dividend payments. However, the Fund may purchase
securities that are not currently paying dividends, but show potential capital
growth or future income.


     In addition, the Fund will invest in quality companies with medium market
capitalizations that are smaller than those of companies typically found in the
S&P 500. For this purpose, companies with medium capitalizations are generally
those whose market capitalization falls within the capitalization range of the
Standard & Poor's MidCap 400 Index ("S&P MidCap 400") at the time of the Fund's
investment.


     In pursuing its objective, the Fund may invest up to 25% of its assets in
foreign securities issued by issuers located in developed countries as well as
emerging market countries. For this purpose, countries with emerging markets
are generally those where the per capita income is in the low to middle ranges,
as determined, from time to time, by the International Bank for Reconstruction
and Development.


     The Fund may also invest in other types of securities, including other
common stocks, debt securities convertible into common stocks or having common
stock characteristics, and rights and warrants to purchase common stocks. In
addition to its other investment options, the Fund may invest in limited
partnerships, including master limited partnerships.


                                       23
<PAGE>

INVESTMENT PRACTICES AND RESTRICTIONS
 

Defensive Investments. The Funds may invest without limitation in high quality
money market instruments, such as notes, certificates of deposit or bankers'
acceptances, or U.S. government securities if, in the opinion of the Funds'
investment advisers, market conditions warrant a temporary defensive investment
strategy. In addition, Evergreen Fund for Total Return may also make temporary
investments in debt securities and high grade preferred stocks for defensive
purposes when the Fund's investment adviser believes market conditions warrant.
 


Borrowing. The Funds may not borrow money except as a temporary measure to
- ---------
facilitate redemption requests or for extraordinary or emergency purposes. The
proceeds from borrowings may be used to facilitate redemption requests which
might otherwise require the untimely disposition of portfolio securities.
Evergreen Fund for Total Return may borrow in amounts up to one-third of its
assets for the aformentioned purposes as well as for leverage. See "Special
Risk Considerations". The specific limits applicable to borrowing by each Fund
are set forth in the Statement of Additional Information.


Securities Lending. To generate income and offset expenses, the Fund may lend
- ------------------
securities to broker-dealers and other financial institutions. Loans of
securities by the Fund may not exceed 30% of the value of the Fund's total
assets. While securities are on loan, the borrower will pay the Fund any income
accruing on the security. Also, the Fund may invest any collateral it receives
in additional securities. Gains or losses in the market value of a lent security
will affect the Fund and its shareholders. When the Fund lends its securities,
it runs the risk that it could not retrieve the securities on a timely basis
possibly losing the opportunity to sell the securities at a desirable price.
Also, if the borrower files for bankruptcy or becomes insolvent, the Fund's
ability to dispose of the securities may be delayed.


Short Sales. The Evergreen Income and Growth Fund and Evergreen Growth and
- -----------
Income Fund may, as a defensive strategy, make short sales of securities. A
short sale occurs when a seller sells a security and makes delivery to the
buyer by borrowing the security. Short sales of a security are generally made
in cases where the seller expects the market value of the security to decline.
To complete a short sale, the seller must replace the security borrowed by
purchasing it at the market price at the time of replacement, or by delivering
securities from the seller's own position to the lender. In the event the
market value of a security sold short were to increase, the seller would
realize a loss to the extent that the cost of purchasing the security for
delivery to the lender were greater than the proceeds from the short sale. In
the event a short sale is completed by delivery of securities to the lender
from the seller's own position, the seller would forego any gain that would
otherwise be realized on such securities.


Illiquid Securities. Each Fund may invest up to 15% of its net assets in
- -------------------
illiquid securities and other securities which are not readily marketable.
Repurchase agreements with maturities longer than seven days will be included
for the purpose of the foregoing 15% limit. The inability of a Fund to dispose
of illiquid investments readily or at a reasonable price could impair the
Fund's ability to raise cash for redemptions or other purposes.


Restricted Securities. Each Fund may invest in restricted securities, including
- ---------------------
securities eligible for resale pursuant to Rule 144A under the Securities Act
of 1933 (the "1933 Act"). Generally, Rule 144A establishes a safe harbor from
the registration requirements of the 1933 Act for resale by large institutional
investors of securities not publicly traded in the U.S. Each Fund's investment
adviser determines the liquidity of Rule 144A securities according to
guidelines and procedures adopted by Evergreen Equity Trust's Board of
Trustees. The Board of Trustees monitors the investment adviser's application
of those guidelines and procedures. Securities eligible for resale pursuant to
Rule 144A, which the Fund's investment adviser has determined to be liquid or
readily marketable, are not subject to the 15% limit on illiquid securities.


                                       24
<PAGE>

Repurchase Agreements. The Funds may invest in repurchase agreements. A
- ---------------------
repurchase agreement is an agreement by which a Fund purchases a security
(usually U.S. government securities) for cash and obtains a simultaneous
commitment from the seller (usually a bank or broker/dealer) to repurchase the
security at an agreed-upon price and specified future date. The repurchase
price reflects an agreed-upon interest rate for the time period of the
agreement. The Fund's risk is the inability of the seller to pay the
agreed-upon price on the delivery date. However, this risk is tempered by the
ability of the Fund to sell the security in the open market in the case of a
default. In such a case, the Fund may incur costs in disposing of the security
which would increase Fund expenses. The Fund's investment adviser will monitor
the creditworthiness of the firms with which the Fund enters into repurchase
agreements.


Reverse Repurchase Agreements. Evergreen Utility Fund, Evergreen Value Fund,
- -----------------------------
Evergreen Small Cap Equity Income Fund, Evergreen Fund for Total Return and
Evergreen Blue Chip Fund may enter into reverse repurchase agreements. A
reverse repurchase agreement is an agreement by a Fund to sell a security and
repurchase it at a specified time and price. The Fund could lose money if the
market values of the securities it sold decline below their repurchase prices.
Reverse repurchase agreements may be considered a form of borrowing, and,
therefore, a form of leverage. Leverage may magnify gains or losses of the
Funds. Each Fund, other than Evergreen Fund for Total Return and Evergreen Blue
Chip Fund, will not enter into reverse repurchase agreements exceeding 5% of
the value of its net assets. Evergreen Fund for Total Return may enter into
reverse repurchase agreements in amounts up to one-third of the value of its
net assets and Evergreen Blue Chip Fund will not enter into reverse repurchase
agreements exceeding 10% of the value of its net assets.


When-Issued and Delayed-Delivery Transactions. Evergreen Utility Fund,
- ---------------------------------------------
Evergreen Value Fund, Evergreen Fund for Total Return and Evergreen Blue Chip 
Fund may enter into transactions whereby it commits to buying a security, but 
does not pay for or take delivery of the security until some specified date in 
the future. The value of these securities is subject to market fluctuation 
during this period and no income accrues to a Fund until settlement. At the time
of settlement, a when-issued security may be valued at less than its purchase 
price. When entering into these transactions, the Fund relies on the other party
to consummate the transaction; if the other party fails to do so, the Fund may 
be disadvantaged.


Fixed Income Securities -- Downgrades. If any security invested in by any of
- -------------------------------------
the Funds loses its rating or has its rating reduced after the Fund has
purchased it, the Fund is not required to sell or otherwise dispose of the
security, but may consider doing so.


Options and Futures. In addition to making investments directly in securities,
- -------------------
the Funds may write covered put and call options and hedge their investments by
purchasing options. Evergreen Utility Fund, Evergreen Value Fund, Evergreen
Small Cap Equity Income Fund and Evergreen Fund for Total Return may also
engage in transactions in futures contracts and related options. The investment
adviser to the Evergreen Growth and Income Fund and Evergreen Small Cap Equity
Income Fund does not currently intend to write covered call options, purchase
options or engage in transactions in futures contracts and related options, but
may do so in the future. The Funds may engage in foreign currency exchange
transactions to protect against changes in future exchange rates. The Funds,
other than Evergreen Value Fund and Evergreen Fund for Total Return, do not
currently intend to write covered put options, but may do so in the future.


     Each Fund may write covered call options, and Evergreen Value Fund and
Evergreen Fund for Total Return may write covered put options, on certain
portfolio securities in an attempt to earn income and realize a higher return
on their portfolios. A call option gives the purchaser of the option the right
to buy a security from the writer at the exercise price at any time during the
option period; a put option gives the holder the right to sell the underlying
security to the writer at a stated price at any time during the option period.
An option may not be written if, afterwards, securities comprising more than 5%
of the market value of a Fund's equity securities would be subject to put and
call options. A Fund realizes income from the premium paid to it in exchange
for writing a put or call option. Once it has written a call option on a
portfolio security and until the expiration of such option, a Fund forgoes the
opportunity to profit from increases in the market price of such security in
excess of the exercise price of the call option. Should the price of the
security on which a call has been written decline, a Fund bears the risk of
loss, which would be offset to the extent the Fund has received premium income.
By writing a put option, a Fund might become obligated to purchase the
underlying security for more than its current market price upon exercise. A
Fund will only write "covered" options traded on recognized securities
exchanges. An option will be deemed covered when a Fund either (i) owns the
security (or securities convertible into such security) on which the call
option has been written in an amount sufficient to satisfy the obligations
arising under a call option, or (ii) in the case of both call and


                                       25
<PAGE>

put options, the Fund's custodian maintains cash or high-grade liquid debt
securities belonging to the Fund in an amount not less that the amount needed
to satisfy the Fund's obligations with respect to such options. A "closing
purchase transaction" may be entered into with respect to an option written by
a Fund for the purpose of closing its position. The Fund will realize a profit
(or loss) from such transaction if the cost of such transaction is less (or
more) than the premium received from the writing of the option. Because
increases in the market price of a call option will generally reflect increases
in the market price of the underlying security, any loss resulting from the
repurchase of a call option may be offset in whole or in part by unrealized
appreciation of the underlying security owned by the Fund.


     Evergreen Value Fund and Evergreen Fund for Total Return may purchase put
options to protect their portfolio holdings in an underlying security against a
decline in market value. This protection is provided during the life of the put
option since the Fund, as holder of the put, is able to sell the underlying
security at the exercise price regardless of any decline in the underlying
security's market price. For the purchase of a put option to be profitable, the
market price of the underlying security must decline sufficiently below the
exercise price to cover the premium and transaction costs. By using put options
in this manner, any profit which the Fund might otherwise have realized on the
underlying security will be reduced by the premium paid for the put option and
by transaction costs.


     A Fund may also purchase a call option to hedge against an increase in
price of a security that it intends to purchase. This protection is provided
during the life of the call option since the Fund, as holder of the call, is
able to buy the underlying security at the exercise price regardless of any
increase in the underlying security's market price. For the purchase of a call
option to be profitable, the market price of the underlying security must rise
sufficiently above the exercise price to cover the premium and transaction
costs. By using call options in this manner, any profit which the Fund might
have realized had it bought the underlying security at the time it purchased
the call option will be reduced by the premium paid for the call option and by
transaction costs.


Futures, Options and Other Derivative Instruments. The Funds may purchase and
- -------------------------------------------------
sell various financial instruments ("Derivative Instruments") such as financial
futures contracts (including interest rate, index and foreign currency futures
contracts), options (such as options on securities, indices, foreign currencies
and futures contracts), forward currency contracts and interest rate, equity
index and currency swaps, caps, collars and floors. The index Derivative
Instruments the Funds may use may be based on indices of U.S. or foreign equity
or debt securities. These Derivative Instruments may be used, for example, to
preserve a return or spread, to lock in unrealized market value gains or
losses, to facilitate or substitute for the sale or purchase of securities, to
manage the duration of securities, to alter the exposure of a particular
investment or portion of the Fund's portfolio to fluctuations in interest rates
or currency rates, to uncap a capped security or to convert a fixed rate
security into a variable rate security or a variable rate security into a fixed
rate security.


     A Fund's ability to use these instruments may be limited by market
conditions, regulatory limits and tax considerations. A Fund might not use any
of these strategies and there can be no assurance that any strategy that is
used will succeed. See the Statement of Additional Information for more
information regarding these instruments and the risks relating thereto.


Risks of Derivative Instruments. The use of Derivative Instruments, including
- -------------------------------
written put and call options, involves special risks, including: (1) the lack
of, or imperfect, correlation between price movements of a Fund's current or
proposed portfolio investments that are the subject of the transactions as well
as price movements of the Derivative Instruments involved in the transaction;
(2) possible lack of a liquid secondary market for any particular Derivative
Instrument at a particular time; (3) the need for additional portfolio
management skills and techniques; (4) losses due to unanticipated market price
movements; (5) the fact that, while such strategies can reduce the risk of
loss, they can also reduce the opportunity for gain, or even result in losses,
by offsetting favorable price movements in portfolio investments; (6) incorrect
forecasts by a Fund's investment adviser concerning interest or currency
exchange rates or direction of price fluctuations of the investment that is the
subject of the transaction, which may result in the strategy being ineffective;
(7) loss of premiums paid by the Fund on options it purchases; and (8) the
possible inability of the Fund to purchase or sell a portfolio security at a
time when it would otherwise be favorable for it to do so, or the need to sell
a portfolio security at a disadvantageous time, due to the need for the Fund to
maintain "cover" or to segregate securities in connection with such
transactions and the possible inability of the Fund to close out or liquidate
its positions.


                                       26
<PAGE>

     A Fund's investment adviser may use Derivative Instruments, including
written put and call options, for hedging purposes (i.e. by paying a premium or
foregoing the opportunity for profit in return for protection against downturns
in markets generally or the prices of individual securities or currencies) and
also may use Derivative Instruments to try to enhance the return
characteristics of a Fund's portfolio of investments (i.e. by receiving
premiums in connection with the writing of options and thereby accepting the
risk of downturns in markets generally or the prices of individual securities
or currencies or by paying premiums in anticipation that the securities
underlying the Derivative Instruments will appreciate). The use of Derivative
Instruments for hedging purposes or to enhance a Fund's return characteristics
can increase investment risk. If a Fund's investment adviser judges market
conditions incorrectly or employs a strategy that does not correlate well with
the Fund's investments, these techniques could result in a loss, regardless of
whether the intent was to reduce risk or increase return. These techniques may
increase the volatility of a Fund and may involve a small investment of cash
relative to the magnitude of the risk assumed, resulting in leverage. In
addition, these techniques could result in a loss if the counterparty to the
transaction does not perform as promised or if there is not a liquid secondary
market to close out a position that the Fund has entered into. Options and
futures transactions may increase portfolio turnover rates, which would result
in greater commission expenses and transaction costs.


Foreign Currency Transactions. To the extent a Fund may invest in non-U.S.
- -----------------------------
dollar denominated securities, it may enter into foreign currency transactions
to obtain the necessary currencies to settle securities transactions. Currency
transactions may be conducted either on a spot or cash basis at prevailing
rates or through forward foreign currency exchange contracts ("forward
contracts"). Evergreen Small Cap Equity Income Fund, Evergreen Income and
Growth Fund and Evergreen Fund for Total Return may also enter into forward
foreign currency exchange contracts to protect the Funds' assets denominated in
a foreign currency against adverse changes in foreign currency exchange rates
or exchange control regulations. Such changes could unfavorably affect the
value of the Funds' assets which are denominated in foreign currencies, such as
foreign securities or funds deposited in foreign banks, as measured in U.S.
dollars. The use of forward contracts for hedging purposes may limit any
potential gain that might result from a relative increase in the value of such
currencies and might, in certain cases, result in losses to the Fund. A forward
contract is an obligation to purchase or sell an amount of a particular
currency at a specific price and on a future date agreed upon by the parties.
Generally, no commission charges or deposits are involved. At the time a Fund
enters into a forward contract, Fund assets with a value equal to the Fund's
obligation under the forward contract are segregated and are maintained until
the contract has been settled. The Funds will not enter into a forward contract
with a term of more than one year. In addition to forward contracts entered
into for hedging purposes, Evergreen Small Cap Equity Income Fund, Evergreen
Income and Growth Fund, Evergreen Fund for Total Return and Evergreen Blue Chip
Fund will generally enter into a forward contract to provide the proper currency
to settle a securities transaction at the time the transaction occurs ("trade 
date"). The period between trade date and settlement date will vary between 24 
hours and 60 days, depending upon local custom.


Options on Foreign Currencies. Evergreen Small Cap Equity Income Fund and
- -----------------------------
Evergreen Fund for Total Return may also purchase foreign currency put options.
A put option gives the holder, upon payment of a premium, the right to sell a
currency at the exercise price until the expiration of the option and serves to
ensure against adverse currency price movements in the underlying portfolio
assets denominated in that currency. Exchange listed options on seven major
currencies are traded in the U.S. In addition, several major U.S. investment
firms make markets in unlisted options on foreign currencies. Such unlisted
options may be available with respect to a wide range of foreign currencies
than listed options and may have more flexible terms. Unlisted foreign currency
options are generally less liquid than listed options and involve the credit
risks associated with the individual issuer. No more than 5% of a Fund's net
assets may be represented by premiums paid by the Fund with respect to options
on foreign currencies outstanding at any one time. Furthermore, the market
value of unlisted options on foreign currencies will be included with other
illiquid assets held by the Fund for purposes of the 10% limit on such assets
with respect to Evergreen Small Cap Equity Income Fund, or 15% limit on such
assets with respect to Evergreen Fund for Total Return. The Funds may write a
call option on a foreign currency only in conjunction with a purchase of a put
option on that currency. A call option written by a Fund gives the purchaser,
upon payment of a premium, the right to purchase from the Fund a currency at
the exercise price until the expiration of the option. Writing call options in
this manner is designed to reduce the cost of downside currency protection but
has the effect of limiting currency appreciation potential.


                                       27
<PAGE>

SPECIAL RISK CONSIDERATIONS
 

Fixed Income Investments. Investments by the Funds in fixed income securities
are subject to a number of risks. For example, changes in economic conditions
could result in the weakening of the capacity of the issuers of such securities
to make principal and interest payments, particularly in the case of issuers of
non-investment grade fixed income securities. In addition, the market value of
fixed-income securities in a Fund's portfolio can be expected to vary inversely
to changes in prevailing interest rates. In the event there is a downgrading in
the rating of a fixed income security held in a Fund's portfolio, the Fund may
continue to hold the security if such action is deemed to be in the best
interests of the Fund and its shareholders.


Investment in Small Companies. Evergreen Growth and Income Fund and Evergreen
- -----------------------------
Value Fund may invest from time to time, and Evergreen Small Cap Equity Income
Fund will invest in securities of little-known, relatively small and special
situation companies. Investments in such companies may tend to be speculative
and volatile. A lack of management depth in such companies could increase the
risks associated with the loss of key personnel. Also, the material and
financial resources of such companies may be limited, with the consequence that
funds or external financing necessary for growth may be unavailable. Such
companies may also be involved in the development or marketing of new products
or services for which there are no established markets. If projected markets do
not materialize or only regional markets develop, such companies may be
adversely affected or be subject to the consequences of local events. Moreover,
such companies may be insignificant factors in their industries and may become
subject to intense competition from larger companies. Securities of small and
special situation companies in which the Funds invest will frequently be traded
only in the over-the-counter market or on regional stock exchanges and will
often be closely held. Securities of this type may have limited liquidity and
be subject to wide price fluctuations. As a result of the risk factors
described above, the net asset value of each Fund's shares can be expected to
vary significantly.


Investment in Foreign Securities.  Evergreen Small Cap Equity Income Fund, 
- --------------------------------
Evergreen Income and Growth Fund, Evergreen Utility Fund, Evergreen Value Fund,
Evergreen Fund for Total Return and Evergreen Blue Chip Fund may invest in
foreign securities. Investments in foreign securities require consideration of
certain factors not normally associated with investments in securities of U.S.
issuers. For example, a change in the value of any foreign currency relative to
the U.S. dollar will result in a corresponding change in the U.S. dollar value
of securities denominated in that currency. Accordingly, a change in the value
of any foreign currency relative to the U.S. dollar will result in a
corresponding change in the U.S. dollar value of the assets of the Fund
denominated or traded in that currency. If the value of a particular foreign
currency falls relative to the U.S. dollar, the U.S. dollar value of the assets
of a Fund denominated in such currency will also fall. The performance of a Fund
will be measured in U.S. dollars.


     Securities markets of foreign countries generally are not subject to the
same degree of regulation as the U.S. markets and may be more volatile and less
liquid. Lack of liquidity may affect a Fund's ability to purchase or sell large
blocks of securities and thus obtain the best price. The lack of uniform
accounting standards and practices among countries impairs the validity of
direct comparisons of valuation measures (such as price/earnings ratios) for
securities in different countries. In addition, a Fund may incur costs
associated with currency hedging and the conversion of foreign currency into
U.S. dollars and may be adversely affected by restrictions on the conversion or
transfer of foreign currency. Other considerations include political and social
instability, expropriation, the lack of available information, higher
transaction costs (including brokerage charges), increased custodian charges
associated with holding foreign securities and different securities settlement
practices. Settlement periods for foreign securities, which are sometimes
longer than those for securities of U.S. issuers, may affect portfolio
liquidity. These different settlement practices may cause missed purchasing
opportunities and/or the loss of interest on money market and debt investments
pending further equity or long-term debt investments. In addition, foreign
securities held by a Fund may be traded on days that the Fund does not value
its portfolio securities, such as Saturdays and customary business holidays,
and, accordingly, a Fund's net asset value may be significantly affected on
days when shareholders do not have access to the Fund.


     Additionally, accounting procedures and government supervision may be less
stringent than those applicable to U.S. companies. It may also be more
difficult to enforce contractual obligations abroad than would be the case in
the United States because of differences in the legal systems. Foreign
securities may be subject to foreign taxes, which may reduce yield, and may be
less marketable than comparable U.S. securities. All these factors are
considered by each Fund's investment adviser before making any of these types
of investments.


                                       28
<PAGE>

     ADRs and EDRs and other securities convertible into securities of foreign
issuers may not necessarily be denominated in the same currency as the
securities into which they may be converted but rather in the currency of the
market in which they are traded. ADRs are receipts typically issued by an
American bank or trust company which evidence ownership of underlying
securities issued by a foreign corporation. EDRs are receipts issued in Europe
by banks or depositories which evidence a similar ownership arrangement.
Generally ADRs, in registered form, are designed for use in United States
securities markets and EDRs, in bearer form, are designed for use in European
securities markets.


Investments Related to Real Estate. Evergreen Income and Growth Fund may invest
- ----------------------------------
up to 15% of its net assets and Evergreen Small Cap Equity Income Fund may
invest without limit in investments related to real estate, including real
estate investment trust ("REITS"). Risks associated with investment in
securities of companies in the real estate industry include: declines in the
value of real estate, risks related to general and local economic conditions,
overbuilding and increased competition, increases in property taxes and
operating expenses, changes in zoning laws, casualty or condemnation losses,
variations in rental income, changes in neighborhood values, the appeal of
properties to tenants and increases in interest rates. In addition, equity real
estate investment trusts may be affected by changes in the value of the
underlying property owned by the trusts, while mortgage real estate investment
trusts may be affected by the quality of credit extended. Equity and mortgage
real estate investment trusts are dependent upon management skills, may not be
diversified and are subject to the risks of financing projects. Such trusts are
also subject to heavy cash flow dependency, defaults by borrowers, self
liquidation and the possibility of failing to qualify for tax-free pass-through
of income under the Internal Revenue Code of 1986, as amended (the "Code") and
to maintain exemption from the Investment Company Act of 1940, as amended (the
"1940 Act"). In the event an issuer of debt securities collateralized by real
estate defaulted, it is conceivable that a Fund could end up holding the
underlying real estate.


Lower-Rated Securities. Evergreen Growth and Income Fund and Evergreen Fund for
- ----------------------
Total Return may invest a portion of their assets in securities rated below Baa
by Moody's or BBB by S&P (commonly known as "junk bonds"). Lower-rated and
comparable unrated securities (collectively referred to in this discussion as
"lower-rated securities") will likely have some quality and protective
characteristics that, in the judgment of the rating organization, are out-
weighed by large uncertainties or major risk exposures to adverse conditions;
and are predominantly speculative with respect to the issuer's capacity to pay
interest and repay principal in accordance with the terms of the obligation.


     While the market values of lower-rated securities tend to react less to
fluctuations in interest rate levels than the market values of higher rated
securities, the market values of certain lower-rated securities also tend to be
more sensitive to individual corporate developments and changes in economic
conditions than higher-rated securities. In addition, lower-rated securities
generally present a higher degree of credit risk. Issuers of lower- rated
securities are often highly leveraged and may not have more traditional methods
of financing available to them so that their ability to service their debt
obligations during an economic downturn or during sustained periods of rising
interest rates may be impaired. The risk of loss due to default by such issuers
is significantly greater because lower-rated securities generally are unsecured
and frequently are subordinated to the prior payment of senior indebtedness. A
Fund may incur additional expenses to the extent that it is required to seek
recovery upon a default in the payment of principal or interest on its
portfolio holdings. The existence of limited markets for lower-rated securities
may diminish a Fund's ability to obtain accurate market quotations for purposes
of valuing such securities and calculating its net asset value. For additional
information about the possible risks of investing in junk bonds, see
"Investment Objectives and Policies -- Junk Bonds" in the Statement of
Additional Information.


Investments in the Utility Industry. In view of the Evergreen Utility Fund's
- -----------------------------------
investment concentration, investors should be aware of certain risks associated
with the utility industry in general. These include difficulties in earning
adequate returns on investments despite frequent rate increases, restrictions
on operations and increased costs and delays due to governmental regulations,
building or construction delays, environmental regulations, difficulty of the
capital markets in absorbing utility debt and equity securities, and
difficulties in obtaining fuel at reasonable prices.


Other Investment Restrictions. Each Fund has adopted additional investment
- -----------------------------
restrictions that are set forth in the Statement of Additional Information.
Unless otherwise noted, the restrictions and policies set forth above are not
fundamental and may be changed without shareholder approval. Shareholders will
be notified of any changes in policies that are not fundamental.


                                       29
<PAGE>

- --------------------------------------------------------------------------------
                       ORGANIZATION AND SERVICE PROVIDERS
- --------------------------------------------------------------------------------
ORGANIZATION
 


Fund Structure. Each Fund is an investment pool, which invests shareholders'
- --------------
money towards a specified goal. Each Fund is a diversified series of an
open-end management investment company called "Evergreen Equity Trust" (the
"Trust"). The Trust is a Delaware business trust organized on September 17,
1997.


Board of Trustees. The Trust is supervised by a Board of Trustees that is
- -----------------
responsible for representing the interests of shareholders. The Trustees meet
periodically throughout the year to oversee a Fund's activities, reviewing,
among other things, a Fund's performance and its contractual arrangements with
various service providers.


Shareholder Rights. All shareholders of a given Class participate equally in
- ------------------
dividends and distributions from a Fund's assets and have equal liquidation and
other rights. Shareholders may exchange shares as described under "Exchanges,"
but will have no other preference, conversion, exchange or preemptive rights.
When issued and paid for, your shares will be fully paid and nonassessable.
Shares of each Fund are redeemable, transferable and freely assignable as
collateral. Each Fund may establish additional classes or series of shares.


     The Funds do not hold annual shareholder meetings; a Fund may, however,
hold special meetings for such purposes as electing or removing Trustees,
changing fundamental policies and approving investment advisory agreements or
12b-1 plans. In addition, a Fund is prepared to assist shareholders in
communicating with one another for the purpose of convening a meeting to elect
trustees. If any matters are to be voted on by shareholders, each share owned
as of the record date for the meeting would be entitled to one vote for each
dollar of net asset value applicable to each share.


SERVICE PROVIDERS
 

Investment Adviser. The investment adviser to Evergreen Utility Fund and
- ------------------
Evergreen Value Fund is the Capital Management Group of First Union National
Bank ("FUNB"), a subsidiary of First Union Corporation ("First Union"). First
Union and FUNB are located at 201 South College Street, Charlotte, North
Carolina 28288-0630. First Union and its subsidiaries provide a broad range of
financial services to individuals and businesses throughout the United States.


     The investment adviser to Evergreen Growth and Income Fund, Evergreen
Income and Growth Fund and Evergreen Small Cap Equity Income Fund is Evergreen
Asset Management Corp. ("Evergreen Asset"), which is a wholly-owned subsidiary
of First Union. Evergreen Asset, with its predecessors, has served as
investment adviser to certain Evergreen mutual funds since 1971.


     The investment adviser to Evergreen Fund for Total Return and Evergreen
Blue Chip Fund is Keystone Investment Management Company ("Keystone"). Keystone
has provided investment advisory and management services to investment
companies and private accounts since it was organized in 1932. Keystone is an
indirect subsidiary of FUNB.


     FUNB manages investments and supervises the daily business affairs of
Evergreen Utility Fund and Evergreen Value Fund and, as compensation therefor,
is entitled to receive an annual fee equal to .50 of 1% of average daily net
assets of each Fund.


     As investment adviser to Evergreen Income and Growth Fund, Evergreen
Growth and Income Fund and Evergreen Small Cap Equity Income Fund, Evergreen
Asset manages each Fund's investments, provides various administrative services
and supervises each Fund's daily business affairs, subject to the authority of
the Trustees. Evergreen Asset is entitled to receive from each of Evergreen
Income and Growth Fund, Evergreen Growth and Income Fund and Evergreen Small
Cap Equity Income Fund a fee equal to 1% of average daily net assets on an
annual basis on the first $750 million in assets, .9 of 1% of average daily net
assets on an annual basis on the next $250 million in assets, and .8 of 1% of
average daily net assets on an annual basis on assets over $1 billion.


                                       30
<PAGE>

     As investment adviser to Evergreen Fund for Total Return and Evergreen
Blue Chip Fund, Keystone manages each Fund's investments, provides various
administrative services and supervises each Fund's daily business affairs,
subject to the authority of the Trustees. As payment for its services, Keystone
is entitled to receive from the Evergreen Fund for Total Return a fee,
calculated on an annual basis, equal to 1.5% of Gross Dividend and Interest
Income of the Fund plus 0.60% of the first $100,000,000 of the aggregate net
asset value of the shares of the Fund, plus 0.55% of the next $100,000,000,
plus 0.50% of the next $100,000,000, plus 0.45% of the next $100,000,000, plus
0.40% of the next $100,000,000, plus 0.35% of the next $500,000,000, plus 0.30%
of amounts over $1,000,000,000, computed as of the close of business each
business day and paid monthly.


     Evergreen Blue Chip Fund pays Keystone a fee for its services, calculated
on an annual basis, equal to 0.70% of the first $100,000,000 of the aggregate
net asset value of the shares of the Fund, plus 0.65% of the next $100,000,000,
plus 0.60% of the next $100,000,000, plus 0.55% of the next $100,000,000, plus
0.50% of the next $100,000,000, plus 0.45% of the next $500,000,000, plus 0.40%
of the next $500,000,000, plus 0.35% of amounts over $1,500,000,000, computed
as of the close of business on each business day and payable daily.


Portfolio Managers. The portfolio manager for Evergreen Income and Growth Fund
- ------------------
and Evergreen Small Cap Equity Income Fund is Nola Maddox Falcone, C.F.A., who
is President and Co-Chief Executive Officer of Evergreen Asset. Ms. Falcone has
served as the principal manager of each Fund since 1985 and 1993, respectively.
 


     The portfolio managers for Evergreen Growth and Income Fund are Stephen A.
Lieber and Gary R. Buesser. Mr. Lieber is Chairman and Co-Chief Executive
Officer of Lieber & Company and Evergreen Asset Management Corp. He was the
founding Partner of Lieber & Company in 1969 and served as Senior Partner until
June, 1994. He was a founding General Partner of Vanden Broeck, Lieber &
Company from 1956 to 1969. Mr. Buesser joined Lieber & Company as an analyst in
1996. Previously, he was a Portfolio Manager/Analyst with Cowen Asset
Management and Shearson Lehman Brothers. Prior to managing Evergreen Growth and
Income Fund, Mr. Buesser worked as an associate portfolio manager on the
Evergreen Foundation Fund and as primary manager for pension and non-profit
portfolios. He is a member of the New York Society of Security Analysts and The
Association for Investment Management and Research.


     Paul A. DiLella and Doris Kelley-Watkins are co-portfolio managers of the
Evergreen Utility Fund. Mr. DiLella, a Vice President and Senior Investment
Officer of FUNB, has been a portfolio manager of the Fund since 1996. He joined
First Fidelity Bank in 1982, which was acquired by FUNB in 1995, as Vice
President and Portfolio Manager in the Asset Management Group. Ms.
Kelley-Watkins joined Evergreen Asset in 1996, after twenty years as an
electric utility analyst with Merrill Lynch Securities Research Department.


     The portfolio manager for Evergreen Value Fund is Matthew D. Finn. Mr.
Finn is currently Vice President and Senior Portfolio Manager of Keystone since
March, 1998. Previously, Mr. Finn was a Vice President and portfolio manager
with Advantus Capital Management, Inc. from 1994 to 1998 and a portfolio
manager and owner with Unified Capital Management, Inc. from 1993 to 1994.


     Walter McCormick has been the portfolio manager of Evergreen Fund for
Total Return since 1987. Mr. McCormick is also a Senior Vice President and
Senior Portfolio Manager of Keystone and has more than 25 years' investment
experience.


     Judith A. Warners has been the portfolio manager for the Evergreen Blue
Chip Fund since January, 1995. Ms. Warners is currently a Vice President and
Portfolio Manager of Keystone with more than 15 years' investment experience.


SUB-ADVISER
 

     Evergreen Asset has entered into sub-advisory agreements with Lieber &
Company which provide that Lieber & Company's research department and staff
will furnish Evergreen Asset with information, investment recommendations,
advice and assistance, and will be generally available for consultation on the
portfolios of Evergreen Income and Growth Fund, Evergreen Growth and Income
Fund and Evergreen Small Cap Equity Income Fund. Lieber & Company will be
reimbursed by Evergreen Asset in connection with the rendering of services on
the basis of the direct and indirect costs of performing such services. There
is no additional charge to Evergreen


                                       31
<PAGE>

Income and Growth Fund, Evergreen Growth and Income Fund and Evergreen Small
Cap Equity Income Fund for the services provided by Lieber & Company. The
address of Lieber & Company is 2500 Westchester Avenue, Purchase, New York
10577. Lieber & Company is an indirect, wholly-owned, subsidiary of First
Union.


Administrator. Evergreen Investment Services, Inc. ("EIS") serves as
- -------------
administrator to Evergreen Utility Fund and Evergreen Value Fund, subject to
the supervision and control of the Trustees of the Funds. As administrator EIS
provides facilities, equipment and personnel to Evergreen Utility Fund and
Evergreen Value Fund and is entitled to receive an administration fee from the
Funds based on the aggregate average daily net assets of all the mutual Funds
advised by FUNB, Evergreen Asset or Keystone calculated in accordance with the
following schedule.


<TABLE>
<S>                      <C>
  Administration Fee
- ------------------------
  0.050%                 on the first $7 billion
  0.035%                 on the next $3 billion
  0.030%                 on the next $5 billion
  0.020%                 on the next $10 billion
  0.015%                 on the next $5 billion
  0.010%                 on assets in excess of $30 billion
</TABLE>

     EIS also provides facilities, equipment and personnel to Evergreen Growth
and Income Fund, Evergreen Income and Growth Fund, Evergreen Small Cap Equity
Income Fund and Evergreen Fund for Total Return on behalf of each Fund's
investment adviser. Evergreen Fund for Total Return and Evergreen Blue Chip
Fund may reimburse EIS for its costs in providing such services.


Transfer Agent and Dividend Disbursing Agent. Evergreen Service Company
- --------------------------------------------
("ESC"), 200 Berkeley Street, Boston, Massachusetts 02116, acts as each Fund's
transfer agent and dividend disbursing agent. ESC is an indirect, wholly-owned
subsidiary of First Union.


Custodian. State Street Bank and Trust Company, P.O. Box 9021, Boston,
- ---------
Massachusetts 02205-9827 acts as each Fund's custodian.


Principal Underwriter. Evergreen Distributor, Inc. ("EDI"), a subsidiary of The
- ---------------------
BISYS Group, Inc., located at 125 West 55th Street, New York, New York 10019,
is the principal underwriter of each Fund.


DISTRIBUTION PLANS AND AGREEMENTS
 

Distribution Plans. Each Fund's Class A, Class B and Class C shares pays for
the expenses associated with the distribution of its shares according to a
distribution plan that it has adopted pursuant to Rule 12b-1 under the 1940 Act
(each, a "Plan" or collectively the "Plans"). Under the Plans, each Fund may
incur distribution-related and shareholder servicing-related expenses which are
based upon a maximum annual rate as a % of each Fund's average daily net assets
attributable to the Class, as follows:


<TABLE>
<S>  <C>
    Class A shares 0.75%, currently limited to 0.25%
    Class B shares 1.00%
    Class C shares 1.00%
 
</TABLE>

     Of the amount that each Class may pay under its respective Plan, up to
0.25% may constitute a service fee to be used to compensate organizations,
which may include each Fund's investment adviser or their affiliates, for
personal services rendered to shareholders and/or the maintenance of
shareholder accounts. The Funds may not pay any distribution or services fees
during any fiscal period in excess of the amounts set forth above.


Distribution Agreements. Each Fund has also entered into a distribution
- -----------------------
agreement (each a "Distribution Agreement" or collectively the "Distribution
Agreements") with EDI. Pursuant to the Distribution Agreements, each Fund will
compensate EDI for its services as distributor based upon the maximum annual
rate as a % of each Fund's average daily net assets attributable to the Class,
as follows:


                                       32
<PAGE>


<TABLE>
<S>  <C>
  Class A shares 0.25%
  Class B shares 1.00%
  Class C shares 1.00%
 
</TABLE>

     The Distribution Agreements provide that EDI will use the distribution fee
received from a Fund for payments (i) to compensate broker-dealers or other
persons for distributing shares of the Fund, including interest and principal
payments made in respect of amounts paid to broker-dealers or other persons
that have been financed (EKD may assign its rights to receive compensation
under the Plans to secure such financings), (ii) to otherwise promote the sale
of shares of the Fund, and (iii) to compensate broker-dealers, depository
institutions and other financial intermediaries for providing administrative,
accounting and other services with respect to the Fund's shareholders. FUNB or
its affiliates may finance the payments made by EKD to compensate
broker-dealers or other persons for distributing shares of the Fund.


     In the case of Evergreen Fund for Total Return the compensation paid to
EDI under its Distribution Agreement is only with respect to shares of the Fund
sold on or after December 1, 1996. In consideration of the services rendered by
the distributor of the Class B and Class C shares of Evergreen Fund for Total
Return sold prior to December 1, 1996, namely EIS, the Fund's Trustees have
determined to continue the payments called for under the distribution
agreements in effect between the Fund and EIS with respect to the assets of the
Fund represented by such shares.


     Since EDI's compensation under the Distribution Agreements is not directly
tied to the expenses incurred by EDI, the amount of compensation received by it
under the Distribution Agreements during any year may be more or less than its
actual expenses and may result in a profit to EDI. Distribution expenses
incurred by EDI in one fiscal year that exceed the level of compensation paid
to EDI for that year may be paid from distribution fees received from a Fund in
subsequent fiscal years.


     The Plans are in compliance with the Conduct Rules of the National
Association of Securities Dealers, Inc. which effectively limit the annual
asset-based sales charges and service fees that a mutual fund may pay on a
class of shares to an annual rate of 0.75% and 0.25%, respectively, of the
average aggregate annual net assets attributable to that class. The rules also
limit the aggregate of all front-end, deferred and asset-based sales charges
imposed with respect to a class of shares by a mutual fund that also charges a
service fee to 6.25% of cumulative gross sales of shares of that class, plus
interest on the unpaid amount at the prime rate plus 1% per annum.
- --------------------------------------------------------------------------------
                       PURCHASE AND REDEMPTION OF SHARES
- --------------------------------------------------------------------------------
HOW TO BUY SHARES
 


     You may purchase shares of a Fund through broker-dealers, banks or other
financial intermediaries, or directly through EDI. In addition, you may
purchase shares of a Fund by mailing to that Fund, c/o ESC, P.O. Box 2121,
Boston, Massachusetts 02106-2121, a completed application and a check payable
to the Fund. You may also telephone 1-800-343-2898 to obtain the number of an
account to which you can wire or electronically transfer funds and then send in
a completed application. The minimum initial investment is $1,000, which may be
waived in certain situations. Subsequent investments in any amount may be made
by check, by wiring federal funds, by direct deposit or by an electronic funds
transfer.


     There is no minimum amount for subsequent investments. Investments of $25
or more are allowed under the Systematic Investment Plan. See the application
for more information. Only Class A, Class B and Class C shares are offered
through this Prospectus (see "General Information" --  "Other Classes of
Shares").


Class A Shares-Front-End Sales Charge Alternative. You may purchase Class A
- -------------------------------------------------
shares of a Fund at net asset value plus an initial sales charge on purchases
under $1,000,000. You may purchase $1,000,000 or more of Class A shares without
a front-end sales charge; however, a contingent deferred sales charge ("CDSC")
equal to the lesser of 1% of the purchase price or the redemption value will be
imposed on shares redeemed during the month of purchase and the 12- month
period following the month of purchase. The schedule of charges for Class A
shares is as follows:


                                       33
<PAGE>

                             Initial Sales Charge



<TABLE>
<CAPTION>
                            As a % of the Net    As a % of the      Commission to Dealer/Agent
    Amount of Purchase     Amount Invested      Offering Price       as a % of Offering Price
<S>                             <C>                 <C>         <C>
      Less than $ 50,000        4.99%               4.75%             4.25%
      $50,000 - $ 99,999        4.71%               4.50%             4.25%
     $100,000 - $249,999        3.90%               3.75%             3.25%
     $250,000 - $499,999        2.56%               2.50%             2.00%
     $500,000 - $999,999        2.04%               2.00%             1.75%
      $1,000,000 or more          None              None        1.00% of the amount invested up
                                                                to $2,999,999; .50% of the
                                                                amount invested over
                                                                $2,999,999, up to $4,999,999;
                                                                and .25% of the excess over
                                                                $4,999,999
</TABLE>

     No front-end sales charges are imposed on Class A shares purchased by (a)
institutional investors, which may include bank trust departments and
registered investment advisers; (b) investment advisers, consultants or
financial planners who place trades for their own accounts or the accounts of
their clients and who charge such clients a management, consulting, advisory or
other fee; (c) clients of investment advisers or financial planners who place
trades for their own accounts if the accounts are linked to the master account
of such investment advisers or financial planners on the books of the
broker-dealer through whom shares are purchased; (d) institutional clients of
broker-dealers, including retirement and deferred compensation plans and the
trusts used to fund these plans, which place trades through an omnibus account
maintained with a Fund by the broker-dealer; (e) shareholders of record on
October 12, 1990 in any series of Evergreen Investment Trust in existence on
that date, and the members of their immediate families; (f) current and retired
employees of FUNB and its affiliates, EDI and any broker-dealer with whom EDI
has entered into an agreement to sell shares of the Funds, and members of the
immediate families of such employees; (g) and upon the initial purchase of an
Evergreen fund by investors reinvesting the proceeds from a redemption within
the preceding thirty days of shares of other mutual funds, provided such shares
were initially purchased with a front-end sales charge or subject to a CDSC.
Certain broker-dealers or other financial institutions may impose a fee on
transactions in shares of the Funds.


     Class A shares may also be purchased at net asset value by qualified and
non-qualified employee benefit and savings plans which make shares of the Funds
and the other Evergreen Keystone Funds available to their participants, and
which: (a) are employee benefit plans having at least $1,000,000 in investable
assets, or 250 or more eligible participants; or (b) are non-qualified benefit
or profit sharing plans which are sponsored by an organization which also make
the Evergreen Keystone Funds available through a qualified plan meeting the
criteria specified under (a).


     In connection with sales made to plans of the type described in the
preceding sentence EDI will pay broker dealers and others concessions at the
rate of 0.50% of the net asset value of shares purchased. These payments are
subject to reclaim in the event shares are redeemed within twelve months after
purchase.


     Certain employer-sponsored retirement or savings plans, including eligible
401(k) plans, may purchase Class A shares at net asset value provided that such
plans meet certain required minimum number of eligible employees or required
amount of assets. The CDSC applicable to Class B shares also is waived on
redemptions of shares by such plans. Additional information concerning the
waiver of sales charges is set forth in the SAI.


     When Class A shares are sold, EDI will normally retain a portion of the
applicable sales charge and pay the balance to the broker-dealer or other
financial intermediary through whom the sale was made. EDI may also pay fees to
banks from sales charges for services performed on behalf of the customers of
such banks in connection with the purchase of shares of the Funds. In addition
to compensation paid at the time of sale, entities whose clients have purchased
Class A shares may receive a trailing commission equal to 0.25% of the average
daily net asset value on an annual basis of Class A shares held by their
clients. Certain purchases of Class A shares may


                                       34
<PAGE>

qualify for reduced sales charges in accordance with a Fund's Concurrent
Purchases, Rights of Accumulation, Letters of Intent, Certain Retirement Plans
and Reinstatement Privilege. Consult the application for additional information
concerning these reduced sales charges.


Class B Shares -- Deferred Sales Charge Alternative. You may purchase Class B
- ---------------------------------------------------
shares at net asset value without an initial sales charge. However, you may pay
a CDSC if you redeem shares within six years after the month of purchase. The
amount of the CDSC (expressed as a percentage of the lesser of the current net
asset value or original cost) will vary according to the number of years from
the month of purchase of Class B shares as set forth below.


<TABLE>
<S>                                                                                       <C>
   Redemption Timing                                                                      CDSC Imposed
- ----------------------------------------------------------------------------------------- ----------------
   Month of purchase and the first twelve-month period following the month of purchase .. 5.00%
   Second twelve-month period following the month of purchase ........................... 4.00%
   Third twelve-month period following the month of purchase ............................ 3.00%
   Fourth twelve-month period following the month of purchase ........................... 3.00%
   Fifth twelve-month period following the month of purchase ............................ 2.00%
   Sixth twelve-month period following the month of purchase ............................ 1.00%
</TABLE>

     No CDSC is imposed on amounts redeemed thereafter.


     The CDSC is deducted from the amount of the redemption and is paid to EDI.
In the event a Fund acquires the assets of other mutual funds, the CDSC may be
paid by EDI to the distributors of the acquired funds. Class B shares are
subject to higher distribution and/or shareholder service fees than Class A
shares for a period of seven years after the month of purchase (after which it
is expected that they will convert to Class A shares without imposition of a
front-end sales charge or exchange fee). The higher fees mean a higher expense
ratio, so Class B shares pay correspondingly lower dividends and may have a
lower net asset value than Class A shares. A Fund will not normally accept any
purchase of Class B shares in the amount of $250,000 or more.


     At the end of the period ending seven years after the end of the calendar
month in which the shareholder's purchase order was accepted, Class B shares
will automatically convert to Class A shares and will no longer be subject to
the higher distribution and service fees imposed on Class B shares. Such
conversion will be on the basis of the relative net asset values of the two
classes, without the imposition of any sales load, fee or other charge. The
purpose of the conversion feature is to reduce the distribution services fee
paid by holders of Class B shares that have been outstanding long enough for
the Distributor to have been compensated for the expenses associated with the
sale of such shares.


Class C Shares -- Level-Load Alternative. Class C shares are only offered
- ----------------------------------------
through broker-dealers who have special distribution agreements with EDI. You
may purchase Class C shares at net asset value without any initial sales charge
and, therefore, the full amount of your investment will be used to purchase
Fund shares. However, you will pay a 1.00% CDSC, if you redeem shares during
the month of purchase and the 12-month period following the month of purchase.
No CDSC is imposed on amounts redeemed thereafter. Class C shares incur higher
distribution and/or shareholder service fees than Class A shares but, unlike
Class B shares, do not convert to any other class of shares of a Fund. The
higher fees mean a higher expense ratio, so Class C shares pay correspondingly
lower dividends and may have a lower net asset value than Class A shares. A
Fund will not normally accept any purchase of Class C shares in the amount of
$500,000 or more. No CDSC will be imposed on Class C shares purchased by
institutional investors and through employee benefit and savings plans eligible
for the exemption from front-end sales charges described under "Class A
Shares-Front End Sales Charge Alternative" above. Broker-dealers and other
financial intermediaries whose clients have purchased Class C shares may
receive a trailing commission equal to


                                       35
<PAGE>

0.75% of the average daily value of such shares on an annual basis held by
their clients more than one year from the date of purchase. The payment of
trailing commissions will commence immediately with respect to shares eligible
for exemption from the CDSC normally applicable to Class C shares.


Contingent Deferred Sales Charge. Certain shares with respect to which a Fund
- --------------------------------
did not pay a commission on issuance, including shares obtained from dividend
or distribution reinvestment, are not subject to a CDSC. Any CDSC imposed upon
the redemption of Class A, Class B or Class C shares is a percentage of the
lesser of (1) the net asset value of the shares redeemed or (2) the net asset
value at the time of purchase of such shares.


     No CDSC is imposed on a redemption of shares of the Fund in the event of
(1) death or disability of the shareholder; (2) a lump-sum distribution from a
401(k) plan or other benefit plan qualified under the Employee Retirement
Income Security Act of 1974 ("ERISA"); (3) automatic withdrawals from ERISA
plans if the shareholder is at least 59 1/2 years old; (4) involuntary
redemptions of accounts having an aggregate net asset value of less than $1.00;
(5) automatic withdrawals under the Systematic Withdrawal Plan of up to 1.00%
per month of the shareholder's initial account balance; (6) withdrawals
consisting of loan proceeds to a retirement plan participant; (7) financial
hardship withdrawals made by a retirement plan participant; or (8) withdrawals
consisting of returns of excess contributions or excess deferral amounts made
to a retirement plan participant.


     The Funds may also sell Class A, Class B or Class C shares at net asset
value without any initial sales charge or a CDSC to certain Directors,
Trustees, officers and employees of the Funds, Keystone, FUNB, Evergreen Asset,
EDI and certain of their affiliates, and to members of the immediate families
of such persons, to registered representatives of firms with dealer agreements
with EDI, and to a bank or trust company acting as a trustee for a single
account.


How The Funds Value Their Shares. The net asset value of each class of shares
- --------------------------------
of a Fund is calculated by dividing the value of the amount of the Fund's net
assets attributable to that Class by the number of outstanding shares of that
class. Shares are valued each day the New York Stock Exchange (the "Exchange")
is open as of the close of regular trading (currently 4:00 p.m. Eastern time).
The securities in a Fund are valued at their current market value determined on
the basis of market quotations or, if such quotations are not readily
available, such other methods as the Trustees believe would accurately reflect
fair value.


General. The decision as to which class of shares is more beneficial to you
- -------
depends on the amount of your investment and the length of time you will hold
it. If you are making a large investment, thus qualifying for a reduced sales
charge, you might consider Class A shares. If you are making a smaller
investment, you might consider Class B shares since 100% of your purchase is
invested immediately and since such shares will convert to Class A shares,
which incur lower ongoing distribution and/or shareholder service fees, after
seven years. If you are unsure of the time period of your investment, you might
consider Class C shares since there are no initial sales charges and, although
there is no conversion feature, the CDSC only applies to redemptions made
during the first year after the month of purchase. Consult your financial
intermediary for further information. The compensation received by dealers and
agents may differ depending on whether they sell Class A, Class B or Class C
shares. There is no size limit on purchases of Class A shares.


     In addition to the discount or commission paid to broker-dealers, EDI may
from time to time pay to broker-dealers additional cash or other incentives
that are conditioned upon the sale of a specified minimum dollar amount of
shares of a Fund and/or other Evergreen funds. Such incentives will take the
form of payment for attendance at seminars, lunches, dinners, sporting events
or theater performances, or payment for travel, lodging and entertainment
incurred in connection with travel by persons associated with a broker-dealer
and their immediate family members to urban or resort locations within or
outside the United States. Such a dealer may elect to receive cash incentives
of equivalent amount in lieu of such payments. EDI may also limit the
availability of such incentives to certain specified dealers. EDI from time to
time sponsors promotions involving First Union Brokerage Services, Inc., an
affiliate of each Fund's investment adviser, and select broker-dealers,
pursuant to which incentives are paid, including gift certificates and payments
in amounts up to 1% of the dollar amount of shares of a Fund sold. Awards may
also be made based on the opening of a minimum number of accounts. Such
promotions are not being made available to all broker-dealers. Certain
broker-dealers may also receive payments from EDI or a Fund's investment
adviser over and above the usual trail commissions or shareholder servicing
payments applicable to a given Class of shares.


                                       36
<PAGE>

Additional Purchase Information. As a condition of this offering, if a purchase
- -------------------------------
is canceled due to nonpayment or because an investor's check does not clear,
the investor will be responsible for any loss a Fund or the Fund's investment
adviser incurs. If such investor is an existing shareholder, a Fund may redeem
shares from an investor's account to reimburse the Fund or its investment
adviser for any loss. In addition, such investors may be prohibited or
restricted from making further purchases in any of the Evergreen funds. The
Funds will not accept third party checks other than those payable directly to a
shareholder whose account has been in existence at least 30 days.


HOW TO REDEEM SHARES
 

     You may "redeem" (i.e., sell) your shares in a Fund to the Fund for cash,
(at the net redemption value) on any day the Exchange is open, either directly
by writing to the Fund, c/o ESC, or through your financial intermediary. The
amount you will receive is based on the net asset value adjusted for fractions
of a cent (less any applicable CDSC) next calculated after the Fund receives
your request in proper form. Proceeds generally will be sent to you within
seven days. However, for shares recently purchased by check, a Fund will not
send proceeds until it is reasonably satisfied that the check has been
collected (which may take up to 15 days). Once a redemption request has been
telephoned or mailed, it is irrevocable and may not be modified or canceled.


Redeeming Shares Through Your Financial Intermediary. A Fund must receive
- ----------------------------------------------------
instructions from your financial intermediary before 4:00 p.m. (Eastern time)
for you to receive that day's net asset value (less any applicable CDSC). Your
financial intermediary is responsible for furnishing all necessary
documentation to a Fund and may charge you for this service. Certain financial
intermediaries may require that you give instructions earlier than 4:00 p.m.
(Eastern time).


Redeeming Shares Directly By Mail Or Telephone. Send a signed letter of
- ----------------------------------------------
instruction or stock power form to the Fund, c/o ESC; the registrar, transfer
agent and dividend-disbursing agent for each Fund. Stock power forms are
available from your financial intermediary, ESC, and many commercial banks.
Additional documentation is required for the sale of shares by corporations,
financial intermediaries, fiduciaries and surviving joint owners. Signature
guarantees are required for all redemption requests for shares with a value of
more than $50,000. Currently, the requirement for a signature guarantee has
been waived on redemptions of $50,000 or less when the account address of
record has been the same for a minimum period of 30 days. Each Fund and ESC
reserve the right to withdraw this waiver at any time. A signature guarantee
must be provided by a bank or trust company (not a Notary Public), a member
firm of a domestic stock exchange or by other financial institutions whose
guarantees are acceptable under the Securities Exchange Act of 1934 and ESC's
policies.


     Shareholders may redeem amounts of $1,000 or more (up to $50,000) from
their accounts by calling the telephone number on the front page of this
Prospectus between the hours of 8:00 a.m. and 6:00 p.m. (Eastern time) each
business day (i.e., any weekday exclusive of days on which the Exchange or
ESC's offices are closed). The Exchange is closed on New Year's Day, Martin
Luther King, Jr. Day, Presidents' Day, Good Friday, Memorial Day, Independence
Day, Labor Day, Thanksgiving Day and Christmas Day. Redemption requests
received after 4:00 p.m. (Eastern time) will be processed using the net asset
value determined on the next business day. Such redemption requests must
include the shareholder's account name, as registered with a Fund, and the
account number. During periods of drastic economic or market changes,
shareholders may experience difficulty in effecting telephone redemptions. If
you cannot reach a Fund by telephone, you should follow the procedures for
redeeming by mail or through a broker-dealer as set forth herein. The telephone
redemption service is not made available to shareholders automatically.
Shareholders wishing to use the telephone redemption service must complete the
appropriate sections on the application and choose how the redemption proceeds
are to be paid. Redemption proceeds will either (1) be mailed by check to the
shareholder at the address in which the account is registered or (2) be wired
to an account with the same registration as the shareholder's account in a Fund
at a designated commercial bank.


     In order to insure that instructions received by ESC are genuine when you
initiate a telephone transaction, you will be asked to verify certain criteria
specific to your account. At the conclusion of the transaction, you will be
given a transaction number confirming your request, and written confirmation of
your transaction will be mailed the next business day. Your telephone
instructions will be recorded. Redemptions by telephone are allowed only if the
address and bank account of record have been the same for a minimum period of
30 days. Each Fund reserves the right at any time to terminate, suspend, or
change the terms of any redemption method described in this Prospectus, except
redemption by mail, and to impose fees.


                                       37
<PAGE>

     Except as otherwise noted, the Funds, ESC and EDI will not assume
responsibility for the authenticity of any instructions received by any of them
from a shareholder in writing, over the Evergreen Express Line, or by
telephone. ESC will employ reasonable procedures to confirm that instructions
received over Evergreen Express Line or by telephone are genuine. The Funds,
ESC and EDI will not be liable when following instructions received over the
Evergreen Express Line or by telephone that ESC reasonably believes are
genuine.


Evergreen Express Line. The Evergreen Express Line offers you specific fund
- ----------------------
account information and price and yield quotations as well as the ability to do
account transactions, including investments, exchanges and redemptions. You may
access the Evergreen Express Line by dialing toll free 1-800-346-3858 on any
touch-tone telephone, 24 hours a day, seven days a week.


General. The sale of shares is a taxable transaction for Federal income tax
- -------
purposes. The Funds may temporarily suspend the right to redeem their shares
when (1) the Exchange is closed, other than customary weekend and holiday
closings; (2) trading on the Exchange is restricted; (3) an emergency exists
and the Funds cannot dispose of their investments or fairly determine their
value; or (4) the Securities and Exchange Commission ("SEC") so orders. The
Funds reserve the right to close an account that through redemption has fallen
below $1,000 and has remained so for 30 days. Shareholders will receive 60
days' written notice to increase the account value to at least $1,000 before
the account is closed. The Funds have elected to be governed by Rule 18f-1
under the 1940 Act pursuant to which each Fund is obligated to redeem shares
solely in cash, up to the lesser of $250,000 or 1% of a Fund's total net assets
during any 90 day period for any one shareholder.


EXCHANGE PRIVILEGE
 

How To Exchange Shares. You may exchange some or all of your shares for shares
of the same class in the other Evergreen funds through your financial
intermediary by calling or writing to ESC or by using the Evergreen Express
Line as described below. If the shares being tendered for exchange are still
subject to a CDSC or are eligible for conversion in a specified time, such
remaining charge or remaining time will carry over to the shares being acquired
in the exchange transaction. Once an exchange request has been telephoned or
mailed, it is irrevocable and may not be modified or canceled. Exchanges will
be made on the basis of the relative net asset values of the shares exchanged
next determined after an exchange request is received. An exchange which
represents an initial investment in another Evergreen fund is subject to the
minimum investment and suitability requirements of each Fund.


     Each of the Evergreen funds has different investment objectives and
policies. For complete information, a prospectus of the fund into which an
exchange will be made should be read prior to the exchange. An exchange order
must comply with the requirement for a redemption or repurchase order and must
specify the dollar value or number of shares to be exchanged. An exchange is
treated for federal income tax purposes as a redemption and purchase of shares
and may result in the realization of a capital gain or loss. Shareholders are
limited to five exchanges per calendar year, with a maximum of three per
calendar quarter. This exchange privilege may be modified or discontinued at
any time by the Fund upon 60 days' notice to shareholders and is only available
in states in which shares of the fund being acquired may lawfully be sold.


     No CDSC will be imposed in the event shares are exchanged for shares of
the same class of other Evergreen funds. If you redeem shares, the CDSC
applicable to the shares of the Evergreen fund originally purchased for cash is
applied. Also, Class B shares will continue to age following an exchange for
purposes of conversion to Class A shares and determining the amount of the
applicable CDSC.


Exchanges Through Your Financial Intermediary. A Fund must receive exchange
- ---------------------------------------------
instructions from your financial intermediary before 4:00 p.m. (Eastern time)
for you to receive that day's net asset value. Your financial intermediary is
responsible for furnishing all necessary documentation to a Fund and may charge
you for this service.


Exchanges By Telephone and Mail. Exchange requests received by a Fund after
- -------------------------------
4:00 p.m. (Eastern time) will be processed using the net asset value determined
at the close of the next business day. During periods of drastic economic or
market changes, shareholders may experience difficulty in effecting telephone
exchanges. You should follow the procedures outlined below for exchanges by
mail if you are unable to reach ESC by telephone. If you wish to use the
telephone exchange service you should indicate this on the application. As
noted above, each Fund will employ reasonable procedures to confirm that
instructions for the redemption or exchange of shares communicated by telephone
are genuine. A telephone exchange may be refused by a Fund or ESC if it is
believed advisable to do


                                       38
<PAGE>

so. Procedures for exchanging Fund shares by telephone may be modified or
terminated at any time. Written requests for exchanges should follow the same
procedures outlined for written redemption requests in the section entitled
"How to Redeem Shares"; however, no signature guarantee is required.


SHAREHOLDER SERVICES
 

     The Funds offer the following shareholder services. For more information
about these services or your account, contact your financial intermediary, ESC
or the toll-free number on the front page of this Prospectus. Some services are
described in more detail in the application.


Systematic Investment Plan. Under a Systematic Investment Plan, you may invest
- --------------------------
as little as $25 per month to purchase shares of a Fund with no minimum initial
investment required.


Telephone Investment Plan. You may make investments into an existing account
- -------------------------
electronically in amounts of not less than $100 or more than $10,000 per
investment. Telephone investment requests received by 4:00 p.m. (Eastern time)
will be credited to a shareholder's account the day the request is received.


Systematic Withdrawal Plan. When an account of $10,000 or more is opened or
- --------------------------
when an existing account reaches that size, you may participate in the
Systematic Withdrawal Plan by filling out the appropriate part of the
application. Under this Plan, you may receive (or designate a third party to
receive) a monthly or quarterly fixed-withdrawal payment in a stated amount of
at least $75 and may be as much as 1.0% per month or 3.0% per quarter of the
total net asset value of the Fund shares in your account when the Plan was
opened. Fund shares will be redeemed as necessary to meet withdrawal payments.
All participants must elect to have their dividends and capital gain
distributions reinvested automatically. Any applicable CDSC will be waived with
respect to redemptions occurring under a Systematic Withdrawal Plan during a
calendar year to the extent that such redemptions do not exceed 12% of (1) the
initial value of the account plus (2) the value, at the time of purchase, of
any subsequent investments.


Investments Through Employee Benefit and Savings Plans. Certain qualified and
- ------------------------------------------------------
non-qualified benefit and savings plans may make shares of the Funds and the
other Evergreen funds available to their participants. Investments made by such
employee benefit plans may be exempt from front-end sales charges if they meet
the criteria set forth under "Class A Shares-Front End Sales Charge
Alternative". Evergreen Asset, Keystone or FUNB may provide compensation to
organizations providing administrative and recordkeeping services to plans
which make shares of the Evergreen funds available to their participants.


Automatic Reinvestment Plan. For the convenience of investors, all dividends
- ---------------------------
and distributions are automatically reinvested in full and fractional shares of
a Fund at the net asset value per share at the close of business on the record
date, unless otherwise requested by a shareholder in writing. If the transfer
agent does not receive a written request for subsequent dividends and/or
distributions to be paid in cash at least three full business days prior to a
given record date, the dividends and/or distributions to be paid to a
shareholder will be reinvested.


Dollar Cost Averaging. Through dollar cost averaging you can invest a fixed
- ---------------------
dollar amount each month or each quarter in any Evergreen fund. This results in
more shares being purchased when the selected fund's net asset value is
relatively low and fewer shares being purchased when the fund's net asset value
is relatively high and may result in a lower average cost per share than a less
systematic investment approach.


     Prior to participating in dollar cost averaging, you must establish an
account in an Evergreen fund. You should designate on the application (1) the
dollar amount of each monthly or quarterly investment you wish to make and (2)
the fund in which the investment is to be made. Thereafter, on the first day of
the designated month, an amount equal to the specified monthly or quarterly
investment will automatically be redeemed from your initial account and
invested in shares of the designated fund.


     If you are a Class A investor and paid a sales charge on your initial
purchase, the shares purchased will be eligible for Rights of Accumulation and
the sales charge applicable to the purchase will be determined accordingly. In
addition, the value of shares purchased will be included in the total amount
required to fulfill a Letter of Intent. If a sales charge was not paid on the
initial purchase, a sales charge will be imposed at the time of subsequent
purchases, and the value of shares purchased will become eligible for Rights of
Accumulation and Letters of Intent.


                                       39
<PAGE>

Two Dimensional Investing. You may elect to have income and capital gains
- -------------------------
distributions from any class of Evergreen fund shares you own automatically
invested to purchase the same class of shares of any other Evergreen fund. You
may select this service on your Application and indicate the Evergreen fund(s)
into which distributions are to be invested.


Tax Sheltered Retirement Plans. The Funds have various retirement plans
- ------------------------------
available to eligible investors, including Individual Retirement Accounts
(IRAs); Rollover IRAs; Simplified Employee Pension Plans (SEPs); Savings
Incentive Match Plan for Employees (SIMPLEs); Tax Sheltered Annuity Plans;
403(b)(7) Plans; 401(k) Plans; Keogh Plans; Profit-Sharing Plans; Medical
Savings Accounts; Pension and Target Benefit and Money Purchase Plans. For
details, including fees and application forms, call toll free 1-800-247-4075 or
write to ESC.


BANKING LAWS
 

     The Glass-Steagall Act and other banking laws and regulations presently
prohibit member banks of the Federal Reserve System ("Member Banks") or their
non-bank affiliates from sponsoring, organizing, controlling, or distributing
the shares of registered open-end investment companies such as the Funds. Such
laws and regulations also prohibit banks from issuing, underwriting or
distributing securities in general. However, under the Glass-Steagall Act and
such other laws and regulations, a Member Bank or an affiliate thereof may act
as investment adviser, transfer agent or custodian to a registered open-end
investment company and may also act as agent in connection with the purchase of
shares of such an investment company upon the order of its customer. FUNB and
its affiliates are subject to and in compliance with the aforementioned laws
and regulations.


     Changes to applicable laws and regulations or future judicial or
administrative decisions could result in FUNB or its affiliates being prevented
from continuing to perform the services required under the investment advisory
contract or from acting as agent in connection with the purchase of shares of
the Funds by its customers. If FUNB or its affiliates were prevented from
continuing to provide the services called for under the investment advisory
agreement, it is expected that the Trustees would identify, and call upon the
Fund's shareholders to approve, a new investment adviser. If this were to
occur, it is not anticipated that the shareholders of a Fund would suffer any
adverse financial consequences.
- --------------------------------------------------------------------------------
                               OTHER INFORMATION
- --------------------------------------------------------------------------------
DIVIDENDS, DISTRIBUTIONS AND TAXES
 


     Each Fund intends to distribute its investment company taxable income
quarterly and net realized capital gains at least annually. Shareholders
receive Fund distributions in the form of additional shares of that class of
shares upon which the distribution is based or, at the shareholder's option, in
cash. Shareholders of a Fund who have not opted to receive cash prior to the
payable date for any dividend from net investment income or the record date for
any capital gains distribution will have the number of such shares determined
on the basis of a Fund's net asset value per share computed at the end of that
day after adjustment for the distribution. Net asset value is used in computing
the number of shares in both capital gains and income distribution investments.
 


     Because Class A shares bear most of the costs of distribution of such
shares through payment of a front-end sales charge, while Class B and, when
applicable, Class C shares bear such expenses through a higher annual
distribution fee, expenses attributable to Class B shares and Class C shares
will generally be higher than those of Class A shares, and income distributions
paid by a Fund with respect to Class A shares will generally be greater than
those paid with respect to Class B and Class C shares.


     Account statements and/or checks, as appropriate, will be mailed within
seven days after a Fund pays a distribution. Unless a Fund receives
instructions to the contrary before the record or payable date, as the case may
be, it will assume that a shareholder wishes to receive that distribution and
future capital gains and income distributions in shares. Instructions continue
in effect until changed in writing.


                                       40
<PAGE>

     Each Fund intends to qualify as a regulated investment company under the
Internal Revenue Code of 1986, as amended (the "Code"). While so qualified, it
is expected that each Fund will not be required to pay any federal income taxes
on that portion of its investment company taxable income and any net realized
capital gains it distributes to shareholders. The Code imposes a 4%
nondeductible excise tax on regulated investment companies, such as a Fund, to
the extent they do not meet certain distribution requirements by the end of
each calendar year. The Funds anticipate meeting such distribution
requirements.


     Any taxable dividend declared in October, November or December to
shareholders of record in such a month and paid by the following January 31
will be includable in the taxable income of shareholders as if paid on December
31 of the year in which the dividend was declared.


     The Funds may be subject to foreign withholding taxes which would reduce
the yield on their investments. Tax treaties between certain countries and the
United States may reduce or eliminate such taxes. Shareholders of a Fund who
are subject to United States federal income tax may be entitled, subject to
certain rules and limitations, to claim a federal income tax credit or
deduction for foreign income taxes paid by the Fund. See the SAI for additional
details. The Fund's transactions in options, futures and forward contracts may
be subject to special tax rules. These rules can affect the amount, timing and
characteristics of distributions to shareholders.


     The Funds are required by federal law to withhold 31% of reportable
payments (which may include dividends, capital gains distributions (if any) and
redemptions) paid to certain shareholders. In order to avoid this backup
withholding requirement, each investor must certify on the Application, or on a
separate form supplied by the Fund's transfer agent, that the investor's social
security or taxpayer identification number is correct and that the investor is
not currently subject to backup withholding or is exempt from backup
withholding. A shareholder who acquires Class A shares of a Fund and sells or
otherwise disposes of such shares within ninety days of acquisition may not be
allowed to include certain sales charges incurred in acquiring such shares for
purposes of calculating gain and loss realized upon a sale or exchange of
shares of a Fund.


     The Funds intend to distribute their net capital gains as capital gains
dividends. Shareholders should treat such dividends as long-term capital gains.
The Funds will designate capital gains distributions as such by a written
notice mailed to each shareholder no later than 60 days after the close of a
Funds' taxable year. If a shareholder receives a capital gain dividend and
holds his shares for six months or less, then any allowable loss on disposition
of such shares will be treated as long-term capital loss to the extent of such
capital gain dividend.


     The foregoing discussion of federal income tax consequences is based on
tax laws and regulations in effect on the date of this Prospectus and is
subject to change by legislative or administrative action. As the foregoing
discussion is for general information only, you should also review the
discussion of "Additional Tax Information" contained in the SAI. In addition,
you should consult your own tax adviser as to the tax consequences of
investments in the Fund, including the application of state and local taxes
which may be different from the federal income tax consequences described
above.


GENERAL INFORMATION


Portfolio Turnover. The estimated annual portfolio turnover rate for each of
- ------------------
the Funds is not expected to exceed 100%. A portfolio turnover rate of 100%
would occur if all of a Fund's portfolio securities were replaced in one year.
The portfolio turnover rate experienced by a Fund directly affects the
transaction costs relating to the purchase and sale of securities which a Fund
bears directly. A high rate of portfolio turnover will increase such costs. See
the SAI for further information regarding the practices of the Funds affecting
portfolio turnover.


Portfolio Transactions. Consistent with the Conduct Rules of the National
- ----------------------
Association of Securities Dealers, Inc., and subject to seeking best price and
execution, a Fund may consider sales of its shares as a factor in the selection
of dealers to enter into portfolio transactions with a Fund.


Other Classes of Shares. Each Fund (except Evergreen Blue Chip Fund) currently
- -----------------------
offers four classes of shares, Class A, Class B, Class C and Class Y, and may
in the future offer additional classes. The Evergreen Blue Chip Fund currently
offers three classes of shares, Class A, Class B and Class C. Class Y shares
are not offered by this Prospectus and are only available to (1) persons who at
or prior to December 31, 1994, owned shares in a mutual fund advised by
Evergreen Asset, (2) certain institutional investors and (3) investment
advisory clients of FUNB, Evergreen Asset, Keystone or their affiliates. The
dividends payable with respect to Class A, Class B and Class C


                                       41
<PAGE>

shares will be less than those payable with respect to Class Y shares due to
the distribution and shareholder servicing-related expenses borne by Class A,
Class B and Class C shares and the fact that such expenses are not borne by
Class Y shares. Investors should telephone (800) 343-2898 to obtain more
information on other classes of shares.


Performance Information. The Funds may quote their "total return" or "yield"
- -----------------------
for a specified period in advertisements, reports or other communications to
shareholders. Total return and yield are computed separately for each class of
shares. Performance data for one or more classes may be included in any
advertisement or sales literature using performance data of a Fund.


     A Fund's total return for each such period is computed by finding, through
the use of a formula prescribed by the SEC, the average annual compounded rate
of return over the period that would equate an assumed initial amount invested
to the value of the investment at the end of the period. For purposes of
computing total return, dividends and capital gains distributions paid on
shares of a Fund are assumed to have been reinvested when paid and the maximum
sales charges applicable to purchases of a Fund's shares are assumed to have
been paid.


     Yield is a way of showing the rate of income a Fund earns on its
investments as a percentage of a Fund's share price. A Fund's yield is
calculated according to accounting methods that are standardized by the SEC for
all stock and bond funds. Because yield accounting methods differ from the
method used for other accounting purposes, a Fund's yield may not equal its
distribution rate, the income paid to your account or the net investment income
reported in a Fund's financial statements. To calculate yield, a Fund takes the
interest and dividend income it earned from its portfolio of investments (as
defined by the SEC formula) for a 30-day period (net of expenses), divides it
by the average number of shares entitled to receive dividends, and expresses
the result as an annualized percentage rate based on a Fund's share price at
the end of the 30-day period. This yield does not reflect gains or losses from
selling securities.


     Performance data may be included in any advertisement or sales literature
of a Fund. These advertisements may quote performance rankings or ratings of a
Fund by financial publications or independent organizations such as Lipper
Analytical Services, Inc. and Morningstar, Inc. or compare a Fund's performance
to various indices. The Funds may also advertise in items of sales literature
an "actual distribution rate" which is computed by dividing the total ordinary
income distributed (which may include the excess of short-term capital gains
over losses) to shareholders for the latest twelve month period by the maximum
public offering price per share on the last day of the period. Investors should
be aware that past performance may not be reflective of future results.


     In marketing a Fund's shares, information may be provided that is designed
to help individuals understand their investment goals and explore various
financial strategies. Such information may include publications describing
general principles of investing, such as asset allocation, diversification,
risk tolerance, and goal setting; a questionnaire designed to help create a
personal financial profile; and an action plan offering investment
alternatives. The information provided to investors may also include
discussions of other Evergreen funds, products, and services, which may
include: retirement investing; brokerage products and services; the effects of
periodic investment plans and dollar cost averaging; saving for college; and
charitable giving. In addition, the information provided to investors may quote
financial or business publications and periodicals, including model portfolios
or allocations, as they relate to fund management, investment philosophy, and
investment techniques. The Principal Underwriter may also reprint, and use as
advertising and sales literature, articles from Evergreen Events, a quarterly
magazine provided to Evergreen fund shareholders.


Additional Information. This Prospectus and the Statement of Additional
- ----------------------
Information, which has been incorporated by reference herein, do not contain
all the information set forth in the Registration Statements filed by the Trust
with the SEC under the Securities Act of 1933, as amended. Copies of the
Registration Statements may be obtained at a reasonable charge from the SEC or
may be examined, without charge, at the offices of the SEC in Washington, D.C.


                                       42
<PAGE>

Investment Advisers
Evergreen Asset Management Corp., 2500 Westchester Avenue, Purchase, New York
  10577
     Evergreen Growth and Income Fund, Evergreen Small Cap Equity Income Fund,
Evergreen Income and Growth Fund


Capital Management Group of First Union National Bank of North Carolina, 210
South College Street, Charlotte, North Carolina, 28228
     Evergreen Utility Fund, Evergreen Value Fund


Keystone Investment Management Company, 200 Berkeley Street, Boston,
Massachusetts 02116-5034
     Evergreen Fund for Total Return, Evergreen Blue Chip Fund


Custodian
State Street Bank and Trust Company, P.O. Box 9021, Boston, Massachusetts
02205-9827


Transfer Agent
Evergreen Service Company, P.O. Box 2121, Boston, Massachusetts 02106-2121


Legal Counsel
Sullivan & Worcester LLP, 1025 Connecticut Avenue, N.W., Washington, D.C. 20036



Independent Auditors
KPMG Peat Marwick LLP, 99 High Street, Boston, Massachusetts 02110
     Evergreen Utility Fund, Evergreen Growth and Income Fund, Evergreen Value
Fund, Evergreen Small Cap Equity Income Fund, Evergreen Fund for Total Return


Price Waterhouse LLP, 1177 Avenue of the Americas, New York, New York 10036
     Evergreen Income and Growth Fund


Distributor
Evergreen Distributor, Inc., 125 W. 55th Street, New York, New York 10019


67475                                                        536115Rv3





<PAGE>

- --------------------------------------------------------------------------------
PROSPECTUS                                                          May 1, 1997
                                                   As Supplemented April 1, 1998
- --------------------------------------------------------------------------------
                                                   [EVERGREEN LOGO APPEARS HERE]


                                                                          
EVERGREEN(SM) GROWTH AND INCOME FUNDS
 
- ----------------------------------------------------------------------------
Evergreen Utility Fund
Evergreen Growth and Income Fund
Evergreen Value Fund
Evergreen Small Cap Equity Income Fund
Evergreen Income and Growth Fund
Evergreen Fund for Total Return

CLASS Y SHARES



     The Evergreen Growth and Income Funds (the "Funds") are designed to
provide investors with a selection of investment alternatives which seek to
provide capital growth, income and diversification.


     This Prospectus provides information regarding the Class Y shares offered
by the Funds. Each Fund is a series of an open-end, diversified, management
investment company. This Prospectus sets forth concise information about the
Funds that a prospective investor should know before investing. The address of
the Funds is 200 Berkeley Street, Boston, Massachusetts 02116.


     A Statement of Additional Information for the Funds dated May 1, 1997, as
supplemented from time to time, has been filed with the Securities and Exchange
Commission and is incorporated by reference herein. The Statement of Additional
Information provides information regarding certain matters discussed in this
Prospectus and other matters which may be of interest to investors, and may be
obtained without charge by calling the Funds at (800) 343-2898. There can be no
assurance that the investment objective of any Fund will be achieved. Investors
are advised to read this Prospectus carefully.


The Shares offered by this Prospectus are not deposits or obligations of any
bank, are not endorsed or guaranteed by any bank, and are not insured or
otherwise protected by the U.S. Government, the Federal Deposit Insurance
Corporation, the Federal Reserve Board, or any other government agency and
involve risk, including the possible loss of principal.


THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.



                   Keep This Prospectus For Future Reference




EVERGREENSM is a Service Mark of Evergreen Asset Management Corp.
Copyright 1995, Evergreen Asset Management Corp.
<PAGE>

                               TABLE OF CONTENTS
                               -----------------




<TABLE>
<S>                                              <C>
 EXPENSE INFORMATION                               3
 FINANCIAL HIGHLIGHTS                              5
 DESCRIPTION OF THE FUNDS                         11
          Investment Objectives and Policies      11
          Investment Practices and Restrictions   15
          Special Risk Considerations             19
 ORGANIZATION AND SERVICE PROVIDERS               21
          Organization                            21
          Service Providers                       22
          Sub-Adviser                             23


</TABLE>
<TABLE>
<S>                                       <C>
 PURCHASE AND REDEMPTION OF SHARES             24
          How to Buy Shares                    24
          How to Redeem Shares                 24
          Exchange Privilege                   25
          Shareholder Services                 26
          Banking Laws                         27
 OTHER INFORMATION                             27
          Dividends, Distributions and Taxes   27
          General Information                  28
</TABLE>


                                       2
<PAGE>

- --------------------------------------------------------------------------------
                              EXPENSE INFORMATION
- --------------------------------------------------------------------------------
     The table set forth below summarizes the shareholder transaction costs
associated with an investment in each Class Y shares of the Funds. For further
information see "Purchase and Redemption of Shares" and "General Information --
Other Classes of Shares."


<TABLE>
<S>                                           <C>
SHAREHOLDER TRANSACTION EXPENSES
Maximum Sales Charge Imposed on Purchases      None
Sales Charge on Dividend Reinvestments         None
Contingent Deferred Sales Charge               None
Redemption Fee                                 None
Exchange Fee                                   None
</TABLE>

     Annual operating expenses reflect the normal operating expenses of the
Fund, and include costs such as management, distribution and other fees. The
table below shows each Fund's actual annual operating expenses for the fiscal
period ending July 31, 1997. The example shows what you would pay if you
invested $1,000 over the periods indicated. The example assumes that you
reinvest all of your dividends and that the Fund's average annual return will
be 5%. THE EXAMPLES ARE FOR ILLUSTRATION PURPOSES ONLY AND SHOULD NOT BE
CONSIDERED A REPRESENTATION OF PAST OR FUTURE EXPENSES OR ANNUAL RETURN. THE
FUND'S ACTUAL EXPENSES AND RETURNS WILL VARY. For a more complete description
of the various costs and expenses borne by the Funds see "Organization and
Service Providers".
 

Evergreen Growth and Income Fund


<TABLE>
<CAPTION>
                     Annual Operating
                         Expenses
                    -----------------
<S>                 <C>
Management Fees            0.97%
12b-1 Fees                   --
Other Expenses             0.24%
                           ----
Total                      1.21%
                           ====
</TABLE>


<TABLE>
<CAPTION>
                              Example
                             --------
<S>                          <C>
  After 1 Year               $ 12
  After 3 Years              $ 38
  After 5 Years              $ 66
  After 10 Years             $147
</TABLE>

Evergreen Value Fund


<TABLE>
<CAPTION>
                     Annual Operating
                         Expenses
                    -----------------
<S>                 <C>
Management Fees            0.50%
12b-1 Fees                   --
Other Expenses             0.17%
                           ----
Total                       .67%
                           ====
</TABLE>


<TABLE>
<CAPTION>
                              Example
                             --------
<S>                          <C>
  After 1 Year               $ 7
  After 3 Years              $21
  After 5 Years              $37
  After 10 Years             $83
</TABLE>

Evergreen Income and Growth Fund


<TABLE>
<CAPTION>
                     Annual Operating
                         Expenses
                    -----------------
<S>                 <C>
Management Fees            0.98%
12b-1 Fees                   --
Other Expenses             0.22%
                           ----
Total                      1.20%
                           ====
</TABLE>


<TABLE>
<CAPTION>
                              Example
                             --------
<S>                          <C>
  After 1 Year               $ 12
  After 3 Years              $ 38
  After 5 Years              $ 66
  After 10 Years             $146
</TABLE>

Evergreen Utility Fund


<TABLE>
<CAPTION>
                     Annual Operating
                        Expenses *
                    -----------------
<S>                 <C>
Management Fees            0.31%
12b-1 Fees                   --
Other Expenses             0.42%
                           ----
Total                      0.73%
                           ====
</TABLE>



<TABLE>
<CAPTION>
                              Example
                             --------
<S>                          <C>
  After 1 Year                  $ 7
  After 3 Years                 $23
  After 5 Years                 $41
  After 10 Years                $91
</TABLE>


                                       3
<PAGE>

Evergreen Small Cap Equity Income Fund


<TABLE>
<CAPTION>
                   Annual Operating
                      Expenses*
                  -----------------
<S>               <C>
Management Fees          1.00%
12b-1 Fees                 --
Other Expenses           0.39%
                         ----
Total                    1.39%
                         ====
</TABLE>


<TABLE>
<CAPTION>
                    Example
                   --------
<S>                <C>
  After 1 Year       $ 14
  After 3 Years      $ 44
  After 5 Years      $ 76
  After 10 Years     $167
</TABLE>

Evergreen Fund for Total Return


<TABLE>
<CAPTION>
                    Annual Operating
                       Expenses**
                   -----------------
<S>                <C>
Management Fees           0.63%
12b-1 Fees                  --
Other Expenses            0.38%
                          ----
Total                     1.01%
                          ====
</TABLE>


<TABLE>
<CAPTION>
                   Example
                  --------
<S>               <C>
  After 1 Year       $10
  After 3 Years      $32
</TABLE>

      *The annualized operating expenses and examples reflect fee waivers
and/or expense reimbursements for the fiscal period ended July 31, 1997. Actual
expenses for the period, excluding fee waivers and expense reimbursements, were
as follows:


<TABLE>
<S>                                                  <C>
            Evergreen Utility Fund                   0.94%
            Evergreen Small Cap Equity Income Fund   1.59%
</TABLE>

      The Funds' investment advisers may, at their own discretion, discontinue
these fee waivers and expense reimbursements at any time.

     **The Fund's estimated annual operating expenses and example are for the
fiscal year ending July 31, 1998.


     The purpose of the foregoing table is to assist an investor in
understanding the various costs and expenses that an investor in Class Y shares
of the Funds will bear directly or indirectly. The amounts set forth both in
the tables and in the examples are estimated amounts based on the experience of
each Fund's Y Class for the most recent fiscal period. Such amounts have been
restated to reflect current fee arrangements. THE EXAMPLES SHOULD NOT BE
CONSIDERED A REPRESENTATION OF PAST OR FUTURE EXPENSES OR ANNUAL RETURN. ACTUAL
EXPENSES AND ANNUAL RETURN MAY BE GREATER OR LESS THAN THOSE SHOWN. For a more
complete description of the various costs and expenses borne by the Funds see
"Management of the Funds."


     From time to time, each Fund's investment adviser may, at its discretion,
reduce or waive its fees or reimburse the Funds for certain of their expenses
in order to reduce their expense ratios. Each Fund's investment adviser may
cease these waivers and reimbursements at any time.



                                       4
<PAGE>

- --------------------------------------------------------------------------------
                             FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------
     The tables on the following pages present, for each Fund, financial
highlights for a Class Y share outstanding throughout each period indicated.
The information in the tables for the five most recent fiscal years or the life
of the Fund if shorter has been audited by the respective Fund's independent
auditors as follows: for Evergreen Utility Fund by KPMG Peat Marwick LLP; for
Evergreen Growth and Income Fund for the period ended July 31, 1997 and for the
year ended December 31, 1996 by KPMG Peat Marwick LLP, and for the period
January 3, 1995 through December 31, 1995 by other auditors; for Evergreen
Value Fund by KPMG Peat Marwick LLP; for Evergreen Small Cap Equity Income Fund
for the period ended July 31, 1997 and for the year ended December 31, 1996 by
KPMG Peat Marwick LLP and for the period January 3, 1995 through December 31,
1995 by other auditors, for Evergreen Fund for Total Return by KPMG Peat
Marwick LLP; and for Evergreen Income and Growth Fund for the period ended July
31, 1997 and for the year ended January 31, 1997 by Price Waterhouse LLP, and
for each of the years or periods ended from March 31, 1988 through January 31,
1996 by other auditors. A report of KPMG Peat Marwick LLP or Price Waterhouse
LLP, as the case may be, on the audited information with respect to each Fund
is incorporated by reference in the Funds' Statement of Additional Information.
The following information for each Fund should be read in conjunction with the
financial statements and related notes which are incorporated by reference in
the Funds' Statement of Additional Information.


     Further information about a Fund's performance is contained in the Fund's
annual report to shareholders, which may be obtained without charge.


Evergreen Utility Fund -- Class Y Shares

<TABLE>
<CAPTION>
                                                                                               Year Ended December 31,
                                                                        Seven Months
                                                                            Ended
                                                                       July 31, 1997#       1996        1995         1994*
                                                                      ---------------- ------------- ---------- --------------
<S>                                                                   <C>              <C>           <C>        <C>
PER SHARE DATA:
Net asset value beginning of period .................................    $ 10.58        $ 10.82       $  9.00     $   9.51
                                                                         --------       ----------    -------     --------
Income from investment operations
 Net investment income ..............................................      0.25           0.44          0.47          0.37
 Net realized and unrealized gain (loss) on investments .............      0.88           0.03          2.27         (0.50)
                                                                         --------       ----------    -------     --------
  Total from investment operations ..................................      1.13           0.47          2.74         (0.13)
                                                                         --------       ----------    -------     --------
Less distributions from
 Net investment income ..............................................      ( 0.25)         ( 0.43)     ( 0.47)       (0.37)
 In excess of net investment income .................................           0               0           0        (0.01)
 Net realized gain on investments ...................................           0          ( 0.28)     ( 0.45)           0
                                                                         --------       ----------    -------     --------
  Total distributions ...............................................      ( 0.25)         ( 0.71)     ( 0.92)       (0.38)
                                                                         --------       ----------    -------     --------
Net asset value end of period .......................................    $ 11.46        $ 10.58       $ 10.82     $   9.00
                                                                         ========       ==========    =======     ========
TOTAL RETURN ........................................................     10.85   %        4.50   %     31.30%       (1.60%)
RATIOS/SUPPLEMENTAL DATA:
Ratios to average net assets:
 Total expenses .....................................................      0.73   %++      0.61   %      0.54%        0.40%++
 Total expenses, excluding indirectly paid expenses .................      0.73   %++      N/A          N/A         N/A
 Total expenses, excluding fee waivers & expense reimbursements .....      0.94   %++      0.89   %      0.93%        1.24%++
 Net investment income ..............................................      4.06   %++      4.01   %      4.76%        4.93%++
Portfolio turnover rate .............................................          50%             59%         88%          23%
Average commission rate paid per share ..............................  $   0.0593       $  0.0605       N/A         N/A
Net assets end of period (thousands) ................................  $    1,627       $   2,000     $ 7,791     $  5,201
</TABLE>

- --------
++ Annualized.
*  For the period from February 28, 1994 (commencement of class operations) to
December 31, 1994.
#  The Fund changed its fiscal year ended from December 31 to July 31,
effective July 31, 1997.

                                       5
<PAGE>

              Evergreen Growth and Income Fund -- Class Y Shares



<TABLE>
<CAPTION>
                                                                                            Year Ended December 31,
                                                                Seven Months
                                                                    Ended
                                                               July 31, 1997#       1996         1995        1994        1993
                                                              ---------------- ------------- ----------- ----------- -----------
<S>                                                           <C>              <C>           <C>         <C>         <C>
PER SHARE DATA:
Net asset value beginning of period .........................    $ 22.55        $ 18.64       $ 14.52     $ 15.41     $ 14.18
                                                                 --------       ----------    -------     -------     -------
Income from investment operations
 Net investment income ......................................      0.11           0.18           0.18        0.14        0.14
 Net realized and unrealized gain (loss) on investments .....      4.73           4.25           4.59        0.12        1.91
                                                                 --------       ----------    -------     -------     -------
   Total from investment operations .........................      4.84           4.43           4.77        0.26        2.05
                                                                 --------       ----------    -------     -------     -------
Less distributions from
 Net investment income ......................................      ( 0.10)         ( 0.17)      ( 0.17)     ( 0.14)     ( 0.14)
 In excess of net investment income .........................           0**             0            0           0           0
 Net realized gain on investments ...........................           0          ( 0.35)      ( 0.48)     ( 1.01)     ( 0.68)
                                                                 --------       ----------    --------    --------    --------
   Total distributions ......................................      ( 0.10)         ( 0.52)      ( 0.65)     ( 1.15)     ( 0.82)
                                                                 --------       ----------    --------    --------    --------
Net asset value end of period ...............................    $ 27.29        $ 22.55       $ 18.64     $ 14.52     $ 15.41
                                                                 ========       ==========    ========    ========    ========
TOTAL RETURN ................................................     21.52   %       23.80   %      32.90%       1.70%      14.40%
RATIOS/SUPPLEMENTAL DATA:
Ratios to average net assets:
 Total expenses .............................................      1.21   %++      1.16   %       1.27%       1.33%       1.26%
 Total expenses, excluding indirectly paid expenses .........      1.21   %++      1.16   %      N/A         N/A         N/A
 Net investment income ......................................      0.82   %++      0.93   %       1.11%       0.96%       0.99%
Portfolio turnover rate .....................................           6%             14%          17%         29%         28%
Average commission rate paid per share ......................  $   0.0603       $  0.0566        N/A         N/A         N/A
Net assets end of period (millions) .........................  $      616       $     442     $    141    $     73    $     77
</TABLE>


<TABLE>
<CAPTION>
                                                              Year Ended December 31,
                                                              -----------------------
                                                                  1992        1991
                                                              ----------- -----------
<S>                                                           <C>         <C>
PER SHARE DATA:
Net asset value beginning of period .........................  $ 12.99     $ 10.72
                                                               -------     -------
Income from investment operations
 Net investment income ......................................     0.15        0.19
 Net realized and unrealized gain (loss) on investments .....     1.65        2.58
                                                               -------     -------
  Total from investment operations ..........................     1.80        2.77
                                                               -------     -------
Less distributions from
 Net investment income ......................................    ( 0.15)     ( 0.19)
 In excess of net investment income .........................         0           0
 Net realized gain on investments ...........................    ( 0.46)     ( 0.31)
                                                               --------    --------
  Total distributions .......................................    ( 0.61)     ( 0.50)
                                                               --------    --------
Net asset value end of period ...............................  $ 14.18     $ 12.99
                                                               ========    ========
TOTAL RETURN ................................................     13.80%      25.80%
RATIOS/SUPPLEMENTAL DATA:
Ratios to average net assets:
 Total expenses .............................................      1.33%       1.41%
 Total expenses, excluding indirectly paid expenses .........     N/A         N/A
 Net investment income ......................................      1.18%       1.55%
Portfolio turnover rate .....................................        30%         23%
Average commission rate paid per share ......................     N/A         N/A
Net assets end of period (millions) .........................  $     64    $     48

</TABLE>

<TABLE>
<CAPTION>
                                                                         Year Ended December 31,
                                                              ----------------------------------------------
                                                                  1990        1989       1988*      1987*
                                                              ----------- ----------- ---------- -----------
<S>                                                           <C>         <C>         <C>        <C>
PER SHARE DATA:
Net asset value beginning of period .........................  $  12.03    $ 10.62     $  9.38    $  10.05
                                                               --------    -------     -------    --------
Income from investment operations
 Net investment income ......................................      0.30       0.52       0.19         0.20
 Net realized and unrealized gain (loss) on investments .....    ( 0.84)      2.17       2.10       ( 0.63)
                                                               --------    -------     -------    --------
  Total from investment operations ..........................    ( 0.54)      2.69       2.29       ( 0.43)
                                                               --------    -------     -------    --------
Less distributions from
 Net investment income ......................................    ( 0.30)     ( 0.52)    ( 0.19)     ( 0.24)
 In excess of net investment income .........................         0           0          0           0
 Net realized gain on investments ...........................    ( 0.47)     ( 0.76)    ( 0.86)          0
                                                               --------    --------    -------    --------
  Total distributions .......................................    ( 0.77)     ( 1.28)    ( 1.05)     ( 0.24)
                                                               --------    --------    -------    --------
Net asset value end of period ...............................  $  10.72    $ 12.03     $ 10.62    $   9.38
                                                               ========    ========    =======    ========
TOTAL RETURN ................................................    ( 4.50%)     25.40%     24.60%     ( 4.30%)
RATIOS/SUPPLEMENTAL DATA:
Ratios to average net assets:
 Total expenses .............................................      1.50%       1.54%      1.56%       1.76%
 Total expenses, excluding indirectly paid expenses .........    N/A          N/A        N/A        N/A
 Net investment income ......................................      2.62%       4.13%      1.70%       1.90%
Portfolio turnover rate .....................................        41%         53%        41%         48%
Average commission rate paid per share ......................    N/A          N/A        N/A        N/A
Net assets end of period (millions) .........................  $     36    $     32    $    24    $     21
</TABLE>

- --------
++  Annualized.
*   Net investment income based on the average monthly shares outstanding for
the period indicated.
**  Less than one cent per share.
#  The Fund changed its fiscal year end from December 31 to July 31, effective
July 31, 1997.

                                       6
<PAGE>

                    Evergreen Value Fund -- Class Y Shares


<TABLE>
<CAPTION>
                                                  Seven Months
                                                      Ended
                                                 July 31, 1997#
                                                ----------------
<S>                                             <C>
PER SHARE DATA:
Net asset value beginning of period ...........    $ 20.57
                                                   --------
Income from investment operations
 Net investment income ........................      0.25
 Net realized and unrealized gain (loss) on
  investments .................................      4.03
                                                   --------
  Total from investment operations ............      4.28
                                                   --------
Less distributions from
 Net investment income ........................      ( 0.21)
 Net realized gain on investments .............           0
 In excess of net investment income ...........           0
 In excess of net realized gain on
  investments .................................           0
                                                   --------
  Total distributions .........................      ( 0.21)
                                                   --------
Net asset value end of period .................    $ 24.64
                                                   ========
TOTAL RETURN ..................................     20.93   %
RATIOS/SUPPLEMENTAL DATA:
Ratios to average net assets:
 Total expenses ...............................      0.67   %++
 Total expenses, excluding indirectly paid
  expenses ....................................      0.67   %++
 Total expenses, excluding fee waivers &
  expense reimbursements ......................      N/A
 Net investment income ........................      1.91   %++
Portfolio turnover rate .......................           6%
Average commission rate paid per share ........  $   0.0600
Net assets end of period (millions) ...........  $    1,149



<CAPTION>
                                                                          Year Ended December 31,
                                                     1996         1995        1994        1993        1992         1991*
                                                ------------- ----------- ----------- ----------- ----------- --------------
<S>                                             <C>           <C>         <C>         <C>         <C>         <C>
PER SHARE DATA:
Net asset value beginning of period ...........  $ 20.45       $ 16.61     $ 17.63     $ 17.11     $ 17.08      $   14.28
                                                 ----------    -------     -------     -------     -------      ---------
Income from investment operations
 Net investment income ........................    0.44           0.57        0.56        0.52        0.49           0.47
 Net realized and unrealized gain (loss) on
  investments .................................    3.49           4.72       ( 0.20)      1.12        0.90           3.53
                                                 ----------    -------     --------    -------     -------      ---------
  Total from investment operations ............    3.93           5.29        0.36        1.64        1.39           4.00
                                                 ----------    -------     --------    -------     -------      ---------
Less distributions from
 Net investment income ........................     ( 0.47)      ( 0.55)     ( 0.56)     ( 0.52)     ( 0.49)       ( 0.47)
 Net realized gain on investments .............     ( 3.32)      ( 0.90)     ( 0.82)     ( 0.58)     ( 0.87)       ( 0.73)
 In excess of net investment income ...........          0            0           0      ( 0.02)          0             0
 In excess of net realized gain on
  investments .................................     ( 0.02)           0           0           0           0             0
                                                 ----------    --------    --------    --------    --------     ---------
  Total distributions .........................     ( 3.81)      ( 1.45)     ( 1.38)     ( 1.12)     ( 1.36)       ( 1.20)
                                                 ----------    --------    --------    --------    --------     ---------
Net asset value end of period .................  $ 20.57       $ 20.45     $ 16.61     $ 17.63     $ 17.11      $   17.08
                                                 ==========    ========    ========    ========    ========     =========
TOTAL RETURN ..................................    19.20   %      32.20%       2.10%       9.70%       8.30%        25.40%
RATIOS/SUPPLEMENTAL DATA:
Ratios to average net assets:
 Total expenses ...............................     0.66   %       0.65%       0.68%       0.65%       0.68%         0.69%++
 Total expenses, excluding indirectly paid
  expenses ....................................     N/A           N/A         N/A         N/A         N/A         N/A
 Total expenses, excluding fee waivers &
  expense reimbursements ......................     N/A           N/A         N/A         N/A          0.69%         0.77%++
 Net investment income ........................     2.02   %       3.02%       3.21%       2.98%       2.90%         3.04%++
Portfolio turnover rate .......................         91%          53%         70%         46%         56%           69%
Average commission rate paid per share ........  $  0.0588        N/A         N/A         N/A         N/A         N/A
Net assets end of period (millions) ...........  $     996     $    761    $    507    $    463    $    326     $     271
</TABLE>

- --------
++ Annualized.
*  For the period from January 3, 1991 (commencement of class operations) to
December 31, 1991.
#  The Fund changed its fiscal year end from December 31 to July 31, effective
July 31, 1997.

                                       7
<PAGE>

           Evergreen Small Cap Equity Income Fund -- Class Y Shares

<TABLE>
<CAPTION>
                                                                                            Year Ended December 31,
                                                               Seven Months
                                                                   Ended
                                                              July 31, 1997#       1996        1995        1994         1993*
                                                             ---------------- ------------- ---------- ----------- --------------
<S>                                                          <C>              <C>           <C>        <C>         <C>
PER SHARE DATA:
Net asset value beginning of period ........................    $ 13.12        $ 11.58       $  9.70     $ 10.15     $ 10.00
                                                                --------       ----------    -------     -------     -------
Income from investment operations
 Net investment income .....................................        0.19*  *     0.38          0.38         0.34       0.10
 Net realized and unrealized gain (loss) on investments.....      2.56           2.13          2.38       ( 0.41)      0.15
                                                                --------       ----------    -------     -------     -------
  Total from investment operations .........................      2.75           2.51          2.76       ( 0.07)      0.25
                                                                --------       ----------    -------     -------     -------
Less distributions from
 Net investment income .....................................      ( 0.15)         ( 0.37)     ( 0.38)     ( 0.33)    ( 0.10)
 Net realized gain on investments ..........................      ( 0.01)         ( 0.60)     ( 0.50)     ( 0.05)        0
                                                                --------       ----------    -------     -------     -------
  Total distributions ......................................      ( 0.16)         ( 0.97)     ( 0.88)     ( 0.38)    ( 0.10)
                                                                --------       ----------    -------     -------     -------
Net asset value end of period ..............................    $ 15.71        $ 13.12       $ 11.58     $  9.70     $ 10.15
                                                                ========       ==========    =======     =======     =======
TOTAL RETURN ...............................................     21.09   %       22.40   %     29.10%     ( 0.70%)     2.50%
RATIOS/SUPPLEMENTAL DATA:
Ratios to average net assets:
 Total expenses ............................................      1.39   %++      1.50   %      1.50%       1.48%    0.00%++
 Total expenses, excluding indirectly paid expenses ........      1.38   %++      N/A          N/A        N/A          N/A
 Total expenses, excluding fee waivers & expense
  reimbursements ...........................................      1.59   %++      4.75   %      4.34%       4.68%  4.39%+ +
 Net investment income .....................................      2.39   %++      3.36   %      3.56%       3.72%    4.07%++
Portfolio turnover rate ....................................          13%             50%         48%          9%     15%
Average commission rate paid per share .....................  $   0.0665       $  0.0635       N/A        N/A          N/A
Net assets end of period (thousands) .......................  $   42,374           8,592       4,806       3,613   2,236
</TABLE>

- --------
++ Annualized.
*  For the period from October 1, 1993 (commencement of operations) to December
31, 1993.
**  Calculation based on average shares outstanding during the period.
#  The Fund changed its fiscal year end from December 31 to July 31, effective
July 31, 1997.

                                       8
<PAGE>

Evergreen Income and Growth Fund -- Class Y Shares
(Formerly Evergreen Total Return Fund)

<TABLE>
<CAPTION>
                                                                                        Year Ended January 31,
                                                                 Six Months
                                                                    Ended
                                                               July 31, 1997#       1997         1996        1995##
                                                              ---------------- ------------- ----------- --------------
<S>                                                           <C>              <C>           <C>         <C>
PER SHARE DATA:
Net asset value, beginning of period ........................   $ 21.81         $ 20.16       $ 17.28      $  18.29
                                                                ---------       ----------    -------      --------
Income from investment operations
 Net investment income ......................................     0.55            1.08           1.10          0.87
 Net realized and unrealized gain (loss) on investments .....     2.16            1.66           2.87        ( 0.55)
                                                                ---------       ----------    -------      --------
  Total from investment operations ..........................     2.71            2.74           3.97          0.32
                                                                ---------       ----------    -------      --------
Less distributions from
 Net investment income ......................................    ( 0.54)           ( 1.09)      ( 1.09)      ( 1.08)
 Net realized gain on investments ...........................         0                 0            0       ( 0.25)
                                                                ---------       ----------    --------     --------
  Total distributions .......................................    ( 0.54)           ( 1.09)      ( 1.09)      ( 1.33)
                                                                ---------       ----------    --------     --------
Net asset value, end of period ..............................   $ 23.98         $ 21.81       $ 20.16      $  17.28
                                                                =========       ==========    ========     ========
TOTAL RETURN ................................................   12.65   %         14.10   %      23.50%        1.90%
RATIOS/SUPPLEMENTAL DATA:
Ratios to average net assets
 Total expenses .............................................   1.20   %++         1.18   %       1.19%        1.24%++
 Total expenses, excluding indirectly paid expenses ......... 1.20% ++             N/A           N/A         N/A
 Interest expense ...........................................      N/A             0.03   %      N/A         N/A
 Net investment income ......................................   4.97   %++         5.14   %       5.70%        5.70%++
Portfolio turnover rate .....................................     72%                 168%         138%         151%
Average commission rate paid per share ...................... $  0.0487         $  0.0491        N/A         N/A
Net assets, end of period (millions) ........................ $   900           $     858     $    914     $    942
</TABLE>


<TABLE>
<CAPTION>
                                                                 Year Ended March 31,
                                                          -----------------------------------
                                                              1994        1993        1992
                                                          ----------- ----------- -----------
<S>                                                       <C>         <C>         <C>
PER SHARE DATA:
Net asset value, beginning of period ....................  $  20.90    $ 18.82     $ 18.12
                                                           --------    -------     -------
Income from investment operations
 Net investment income ..................................      1.08       1.11        1.08
 Net realized and unrealized gain (loss) on
  investments ...........................................    ( 1.41)      2.51        0.70
                                                           --------    -------     -------
  Total from investment operations ......................    ( 0.33)      3.62        1.78
                                                           --------    -------     -------
Less distributions from
 Net investment income ..................................    ( 1.08)     ( 1.08)     ( 1.08)
 Net realized gain on investments .......................    ( 1.20)     ( 0.46)          0
                                                           --------    --------    --------
  Total distributions ...................................    ( 2.28)     ( 1.54)     ( 1.08)
                                                           --------    --------    --------
Net asset value, end of period ..........................  $  18.29    $ 20.90     $ 18.82
                                                           ========    ========    ========
TOTAL RETURN ............................................    ( 2.10%)     20.20%      10.20%
RATIOS/SUPPLEMENTAL DATA:
Ratios to average net assets ............................
 Total expenses .........................................      1.18%       1.18%       1.21%
 Total expenses, excluding indirectly paid expenses .....    N/A          N/A         N/A
 Interest expense .......................................    N/A          N/A         N/A
 Net investment income ..................................      5.29%       5.65%       5.73%
Portfolio turnover rate .................................       106%        164%        137%
Average commission rate paid per share ..................    N/A          N/A         N/A
Net assets, end of period (millions) ....................  $  1,065    $  1,142    $  1,032



<CAPTION>
                                                                       Year Ended March 31,
                                                          -----------------------------------------------
                                                              1991        1990        1989        1988
                                                          ----------- ----------- ----------- -----------
<S>                                                       <C>         <C>         <C>         <C>
PER SHARE DATA:
Net asset value, beginning of period ....................  $ 18.26     $ 17.92     $ 17.11     $  20.37
                                                           -------     -------     -------     --------
Income from investment operations
 Net investment income ..................................     1.02        1.07        1.12         1.06
 Net realized and unrealized gain (loss) on
  investments ...........................................    ( 0.08)      0.36        0.79       ( 2.64)
                                                           --------    -------     -------     --------
  Total from investment operations ......................     0.94        1.43        1.91       ( 1.58)
                                                           --------    -------     -------     --------
Less distributions from
 Net investment income ..................................    ( 1.08)     ( 1.09)     ( 1.08)     ( 0.80)
 Net realized gain on investments .......................         0           0      ( 0.02)     ( 0.88)
                                                           --------    --------    --------    --------
  Total distributions ...................................    ( 1.08)     ( 1.09)     ( 1.10)     ( 1.68)
                                                           --------    --------    --------    --------
Net asset value, end of period ..........................  $ 18.12     $ 18.26     $ 17.92     $  17.11
                                                           ========    ========    ========    ========
TOTAL RETURN ............................................      5.80%       7.90%       1.30%     ( 7.80%)
RATIOS/SUPPLEMENTAL DATA:
Ratios to average net assets ............................
 Total expenses .........................................      1.23%       1.18%       1.02%       1.01%
 Total expenses, excluding indirectly paid expenses .....     N/A         N/A         N/A        N/A
 Interest expense .......................................     N/A         N/A         N/A        N/A
 Net investment income ..................................      5.90%       5.64%       6.36%       5.80%
Portfolio turnover rate .................................       137%         89%         86%         81%
Average commission rate paid per share ..................     N/A         N/A         N/A        N/A
Net assets, end of period (millions) ....................  $  1,151    $  1,292    $  1,312    $  1,346
</TABLE>

- --------
++ Annualized.
#  The Fund changed its fiscal year end from January 31 to July 31, effective
  July 31, 1997.
## For the ten month period ended January 31, 1995. The Fund changed its fiscal
   year end from March 31 to January 31, effective January 31, 1995.


                                       9
<PAGE>

Evergreen Fund for Total Return -- Class Y Shares



<TABLE>
<CAPTION>
                                                               For the period from
                                                                January 13, 1997
                                                                (date of initial
                                                                public offering)
                                                                to July 31, 1997#
                                                              --------------------
<S>                                                           <C>
PER SHARE DATA:
Net asset value, beginning of period ........................      $ 17.74
                                                                   -------
Income from investment operations
 Net investment income ......................................        0.18
 Net realized and unrealized gain on investments ............        2.86
                                                                   -------
   Total from investment operations .........................        3.04
                                                                   -------
Less distributions from
 Net investment income ......................................        ( 0.16)
                                                                   --------
   Total distributions ......................................        ( 0.16)
                                                                   --------
Net asset value, end of period ..............................      $ 20.62
                                                                   ========
TOTAL RETURN ................................................       17.22   %
RATIOS/SUPPLEMENTAL DATA:
Ratios to average net assets
 Total expenses .............................................        1.34   %++
 Total expenses, excluding indirectly paid expenses .........        1.34   %++
 Net investment income ......................................        0.79   %++
Portfolio turnover rate .....................................            41%
Average commission rate paid per share ......................    $   0.0501
Net assets, end of period (thousands) .......................    $       93
</TABLE>

- --------
++ Annualized.
#  The Fund changed its fiscal year end from November 30 to July 31, effective
July 31, 1997.

                                       10
<PAGE>

- --------------------------------------------------------------------------------
                            DESCRIPTION OF THE FUNDS
- --------------------------------------------------------------------------------
INVESTMENT OBJECTIVES AND POLICIES
 


     Each Fund's investment objectives are nonfundamental; as a result a Fund
may change its objectives without a shareholder vote. Each Fund has also
adopted certain fundamental investment policies which are mainly designed to
limit a Fund's exposure to risk. Each Fund's fundamental policies cannot be
changed without a shareholder vote. See the Statement of Additional Information
("SAI") for more information regarding a Fund's fundamental investment policies
or other related investment policies. There can be no assurance that a Fund's
investment objectives will be achieved.


     In addition to the investment policies detailed below, each Fund may
employ certain additional investment strategies which are discussed in
"Investment Practices and Restrictions" below.


Evergreen Growth and Income Fund


     The investment objective of Evergreen Growth and Income Fund is to achieve
a return composed of capital appreciation in the value of its shares and
current income.


     The Fund seeks to achieve its investment objective by investing in the
securities of companies which are undervalued in the marketplace relative to
those companies' assets, breakup value, earnings or potential earnings growth.
These companies are often found among those which have had a record of
financial success but are currently in disfavor in the marketplace for reasons
the Fund's investment adviser perceives as temporary or erroneous. Such
investments when successfully timed are expected to be the means for achieving
the Fund's investment objective. This inherently contrarian approach may
require greater reliance upon the analytical and research capabilities of the
Fund's investment adviser than an investment in certain other equity funds.
Consequently, an investment in the Fund may involve more risk than other equity
funds. The Fund should not be considered suitable for investors who are unable
or unwilling to assume the risks of loss inherent in such a program. Nor should
the Fund be considered a balanced or complete investment program.


     The Fund will use the "value timing" approach as a process for purchasing
securities when events indicate that fundamental investment values are being
ignored in the marketplace. Fundamental investment value is based on one or
more of the following: assets -- tangible and intangible (examples of the
latter include brand names or licenses), capitalization of earnings, cash flow
or potential earnings growth. A discrepancy between market valuation and
fundamental value often arises due to the presence of unrecognized assets or
business opportunities, or as a result of incorrectly perceived or short-term
negative factors. Changes in regulations, basic economic or monetary shifts and
legal action (including the initiation of bankruptcy proceedings) are some of
the factors that create these capital appreciation opportunities. If the
securities in which the Fund invests never reach their perceived potential or
the valuation of such securities in the marketplace does not in fact reflect
significant undervaluation, there may be little or no appreciation or a
depreciation in the value of such securities.


     The Fund will invest primarily in common stocks and securities convertible
into or exchangeable for common stock. It is anticipated that the Fund's
investments in these securities will contribute to the Fund's return primarily
through capital appreciation. In addition, the Fund will invest in
nonconvertible preferred stocks and debt securities. It is anticipated that the
Fund's investments in these securities will also produce capital appreciation,
but the current income component of return will be a more significant factor in
their selection. However, the Fund will invest in nonconvertible preferred
stock and debt securities only if the anticipated capital appreciation plus
income from such investments is equivalent to that anticipated from investments
in equity or equity-related securities. The Fund may invest up to 5% of its
total assets in debt securities which are rated below investment grade,
commonly known as "junk bonds". Investments of this type are subject to greater
risk of loss of principal and interest. See "Special Risk Considerations --
Lower Rated Securities".


                                       11
<PAGE>

Evergreen Small Cap Equity Income Fund


     The investment objective of Evergreen Small Cap Equity Income Fund is to
achieve a return consisting of current income and capital appreciation in the
value of its shares. The emphasis on current income and capital appreciation
will be relatively equal although, over time, changes in market conditions and
the level of interest rates may cause the Fund to vary its emphasis between
these two elements in its search for the optimum return for its shareholders.
The Fund seeks to achieve its investment objective through investments in
common stocks, preferred stocks, securities convertible into or exchangeable
for common stocks and fixed income securities. Under normal conditions, the
Fund will invest at least 65% of its assets in equity securities (including
convertible debt securities) of companies that, at the time of purchase, have
"total market capitalization" --  present market value per share multiplied by
the total number of shares outstanding -- of less than $1 billion. The Fund may
invest up to 35% of its total assets in equity securities of companies that at
the time of purchase have a total market capitalization of $1 billion or more,
and in excess of that percentage during temporary defensive periods.


     To the extent that the Fund seeks capital appreciation, it expects that
its investments will provide growth over the long-term. Investments, however,
may be made on occasion for the purpose of short-term capital appreciation if
the Fund believes that such investments will benefit its shareholders.
Purchasing securities for short-term trading is subject to certain rules and
involves additional brokerage expenses. The Fund may make investments in
securities regardless of whether or not such securities are traded on a
national securities exchange and may invest up to 5% of its total assets in
foreign securities. The value of portfolio securities and their yields are
expected to fluctuate over time because of varying general economic and market
conditions.


     The Fund's portfolio will vary over time depending upon the economic
outlook and market conditions. The composition of its portfolio will be subject
to the discretion of the Fund's investment adviser. Ordinarily, the Fund
anticipates that most of its portfolio will consist of equity securities and
convertible debt securities. A significant portion of the equity investments,
however, will be income producing. If in the judgment of the Fund's investment
adviser a defensive position is appropriate, the Fund may take a defensive
position and invest without limit in debt securities or government securities
or hold its assets in cash or cash equivalents. The quality standards for debt
securities include: Obligations of banks and commercial paper rated no lower
than P-2 by Moody's Investor's Service ("Moody's"), A-2 by Standard and Poor's
Ratings Service, a division of McGraw-Hill Companies, Inc. ("S&P") or having a
comparable rating from another nationally recognized statistical rating
organization ("SRO"); and non-convertible debt securities rated no lower than
Baa by Moody's or BBB by S&P. Securities rated Baa or BBB may have speculative
characteristics. Changes in economic conditions are more likely to weaken the
capacity of the issuers of such bonds to make the interest and principal
payments than would be the case with higher rated bonds. However, like higher
rated bonds, these securities may be considered investment grade. For a
description of such ratings see the Statement of Additional Information.


Evergreen Income and Growth Fund


     The investment objective of Evergreen Income and Growth Fund (formerly
Evergreen Total Return Fund) is to achieve a return consisting of current
income and capital appreciation in the value of its shares. The emphasis on
current income and capital appreciation will be relatively equal although, over
time, changes in the outlook for market conditions and the level of interest
rates will cause the Fund to vary its emphasis between these two elements in
its search for the optimum return for its shareholders. To the extent that the
Fund is emphasizing current income, it may purchase securities in anticipation
of participating in dividends. This practice may result in a higher rate of
portfolio turnover and may affect the Fund's overall return. The Fund seeks to
achieve its investment objective through investments in common stocks,
preferred stocks, securities convertible into or exchangeable for common stocks
and fixed income securities. The Fund may invest up to 50% of its total assets
in the securities of foreign issuers either directly or in the form of American
Depository Receipts ("ADRs"), European Depository Receipts ("EDRs"), Global
Depositary Receipts ("GDRs") or other securities convertible into securities of
foreign issuers. See "Special Risk Considerations", below.


     To the extent that the Fund seeks capital appreciation, it expects that
its investments will provide growth over the long-term. Investments, however,
may be made on occasion for the purpose of short-term capital appreciation if
the Fund believes that such investments will benefit its shareholders. The Fund
may make investments in


                                       12
<PAGE>

securities (other than options) regardless of whether or not such securities
are traded on a national securities exchange. The value of portfolio securities
and their yields, as well as opportunities to realize net gains from a covered
call options writing program, are expected to fluctuate over time because of
varying general economic and market conditions.


     The Fund's portfolio will vary over time depending upon the economic
outlook and market conditions. The composition of its portfolio will be largely
unrestricted and subject to the discretion of the Fund's investment adviser.
Ordinarily, the Fund anticipates that approximately 75% of its portfolio will
consist of equity securities (including convertible preferred stock) and the
other 25% of debt securities (including convertible debt securities). If, in
the judgment of the Fund's investment adviser, the appreciation potential for
equity securities exceeds the return available from debt securities or
government securities, investments in equity securities could exceed 75% of the
Fund's portfolio. Most equity investments, however, will be income producing.
The balance of the Fund's portfolio consisted of debt securities (including
convertible debt securities). The quality standards for debt securities
include: Obligations of banks having total assets of at least one billion
dollars which are members of the FDIC; commercial paper rated no lower than P-2
by Moody's or A-2 by S&P; and non-convertible debt securities rated no lower
than Baa by Moody's or BBB by Standard & Poor's. Securities rated Baa or BBB
may have speculative characteristics. Changes in economic conditions or other
circumstances are more likely to weaken the ability of the issuers of such
bonds to make principal and interest payments than is the case with higher
rated bonds. However, like the higher rated bonds, these securities are
considered investment grade. For a description of such ratings, see the
Statement of Additional Information. See "Special Risk Considerations".


Evergreen Utility Fund


     The investment objective of Evergreen Utility Fund is to achieve a return
consisting of high current income and moderate capital appreciation. The Fund
invests primarily in a diversified portfolio of equity and debt securities of
utility companies that produce, transmit or distribute gas or electrical
energy, as well as those companies which provide communications facilities,
such as telephone and telegraph companies. As a matter of investment policy,
the Fund will invest at least 65% of the value of its total assets in utility
companies that derive 50% of their revenues from utilities or assets relating
to utility industries. In addition, the Fund may invest up to 35% of its assets
in common stock of non-utility companies.


     The Fund may invest in:


         common and preferred stocks, bonds and convertible preferred stocks of
   utility companies selected by the Fund's investment adviser on the basis of
   traditional research techniques, including assessment of earnings and
   dividend growth prospects and of the risk and volatility of the individual
   company's industry. However, other factors, such as product position,
   market share or profitability may also be considered by the Fund's
   investment adviser. The Fund will only invest its assets in debt securities
   rated Baa or higher by Moody's or BBB or higher by S&P or which, if
   unrated, are considered to be of comparable quality by the Fund's
   investment adviser;


         securities which are either issued or guaranteed by the U.S.
   government, its agencies or instrumentalities. These securities include
   direct obligations of the U.S. Treasury, such as U.S. Treasury bills, notes
   and bonds; and notes, bonds and discount notes of U.S. government agencies
   or instrumentalities such as the Farm Credit System, including the National
   Bank for Cooperatives, Farm Credit Banks and Banks for Cooperatives,
   Farmers Home Administration, Federal Home Loan Banks, Federal Home Loan
   Mortgage Corporation, Federal National Mortgage Association, Government
   National Mortgage Association, Student Loan Marketing Association,
   Tennessee Valley Authority, Export-Import Bank of the United States,
   Commodity Credit Corporation, Federal Financing Bank and National Credit
   Union Administration. Some of these securities are supported by the full
   faith and credit of the U.S. government, and others are supported only by
   the full faith and credit of the agency or instrumentality;


         commercial paper, including master demand notes;


         ADRs of foreign companies traded on the New York or American Stock
     Exchanges or the over-the-counter market;

                                       13
<PAGE>

         foreign securities (either foreign or U.S. securities traded in
   foreign markets). The Fund may also invest in other obligations denominated
   in foreign currencies. In making these decisions, the Fund's investment
   adviser will consider such factors as the condition and growth potential of
   various economies and securities markets, currency and taxation
   considerations and other pertinent financial, social, national and
   political factors. See "Special Risk Considerations" below. The Fund will
   not invest more than 10% of its assets in foreign securities;


         obligations, including certificates of deposit and bankers'
   acceptances, of banks or savings and loan associations having at least $1
   billion in deposits and insured by the Bank Insurance Fund or the Savings
   Association Mortgage Fund, including U.S. branches of foreign banks and
   foreign branches of U.S. banks; and


         securities of other investment companies.


     Bonds rated Baa by Moody's or BBB by S&P may have speculative
characteristics. Changes in economic conditions or other circumstances are more
likely to weaken the ability of the issuers of such bonds to make principal and
interest payments than is the case with higher rated bonds. However, like the
higher rated bonds, these securities are considered investment grade. For a
description of such ratings, see the Statement of Additional Information.


Evergreen Value Fund


     The investment objective of the Evergreen Value Fund is long-term capital
appreciation with current income as a secondary objective. Normally, at least
75% of the Fund's assets will be invested in equity securities of U.S.
companies with prospects for earnings growth and dividends.


     The Fund's investments, in order of priority, consist of:


         common and preferred stocks, bonds and convertible preferred stock of
   U.S. companies with a minimum market capitalization of $100 million which
   are listed on the New York or American Stock Exchanges or traded in
   over-the-counter markets. The primary consideration is for those industries
   and companies with the potential for capital appreciation; income is a
   secondary consideration;


         ADRs of foreign companies traded on the New York or American Stock
     Exchanges or the over-the-counter market;


         foreign securities (either foreign or U.S. securities traded in
   foreign markets). The Fund may also invest in obligations denominated in
   foreign currencies. In making these decisions, the Fund's investment
   adviser will consider such factors as the condition and growth potential of
   various economies and securities markets, currency and taxation
   implications and other pertinent financial, social, national and political
   factors (see "Special Risk Considerations");


         convertible bonds rated no lower than BBB by S&P or Baa by Moody's or,
   if not rated, determined to be of comparable quality by the Fund's
   investment adviser;


         money market instruments;


         fixed rate notes and bonds and adjustable and variable rate notes of
   companies whose common stock the Fund may acquire rated no lower than BBB
   by S&P or Baa by Moody's or which, if not rated, determined to be of
   comparable quality by the Fund's investment adviser (up to 5% of total
   assets);


         zero coupon bonds issued or guaranteed by the U.S. government, its
   agencies or instrumentalities (up to 5% of total assets);


         obligations, including certificates of deposit and bankers'
   acceptances, of banks or savings and loan associations having at least $1
   billion in deposits and insured by the Bank Insurance Fund or the Savings
   Association Insurance Fund, including U.S. branches of foreign banks and
   foreign branches of U.S. banks; and


                                       14
<PAGE>

         prime commercial paper, including master demand notes rated no lower
   than A-1 by S&P or Prime 1 by Moody's.


     Bonds rated BBB by S&P or Baa by Moody's may have speculative
characteristics. Changes in economic conditions or other circumstances are more
likely to weaken the ability of the issuers of such bonds to make principal and
interests payments than higher rated bonds. However, like the higher rated
bonds, these securities are considered investment grade. For a description of
such ratings see the Statement of Additional Information.


Evergreen Fund for Total Return


     Evergreen Fund for Total Return seeks total return from a combination of
capital growth and income. Under ordinary circumstances, the Fund will invest
principally in dividend paying common stocks, preferred stocks and securities
convertible or exchangeable into common stocks. Non-dividend paying stocks may
also be owned by the Fund if, in the judgment of the Fund's investment adviser,
that is consistent with its investment objectives. The Fund may invest up to
50% of its assets in securities of foreign issuers located in developed
countries as well as emerging markets countries. For this purpose, countries
with emerging markets are generally those where the per capita income is in the
low to middle ranges, as determined, from time to time, by the International
Bank for Reconstruction and Development ("World Bank"). The Fund may invest up
to 35% of its total assets in debt securities of U.S. and foreign issuers,
including secured and unsecured debt obligations, rated in any category by S&P
or Moody's or which are unrated. The Fund may also invest in non-investment
grade rated zero coupon and payment-in-kind ("PIK") securities. See "Special
Risk Considerations".


     The Fund may invest up to 35% of its total assets under ordinary
circumstances in the following types of money market instruments: (1)
commercial paper, including master demand notes, which at the date of
investment is rated A-1, the highest grade, by S&P, PRIME-1, the highest grade,
by Moody's or, if not rated by such services, is issued by a company which at
the date of investment has an outstanding issue rated A or better by S&P or
Moody's; (2) obligations, including certificates of deposit and bankers'
acceptances, of banks or savings and loan associations having at least $1
billion in assets as of the date of their most recently published financial
statements that are members of the Federal Deposit Insurance Corporation,
including U.S. branches of foreign banks and foreign branches of U.S. banks;
(3) corporate obligations that at the date of investment are rated A or better
by S&P or Moody's; and (4) obligations issued or guaranteed by the U.S.
government or by any agency or instrumentality of the U.S. government.


INVESTMENT PRACTICES AND RESTRICTIONS
 

Defensive Investments. The Funds may invest without limitation in high quality
money market instruments, such as notes, certificates of deposit or bankers'
acceptances, or U.S. government securities if, in the opinion of the Funds'
investment advisers, market conditions warrant a temporary defensive investment
strategy. In addition, Evergreen Fund for Total Return may also make temporary
investments in debt securities and high grade preferred stocks for defensive
purposes when the Fund's investment adviser believes market conditions warrant.
 


Borrowing. The Funds may not borrow money except as a temporary measure to
- ---------
facilitate redemption requests or for extraordinary or emergency purposes. The
proceeds from borrowings may be used to facilitate redemption requests which
might otherwise require the untimely disposition of portfolio securities.
Evergreen Fund for Total Return may borrow in amounts up to one-third of its
assets for the aformentioned purposes as well as for leverage. See "Special
Risk Considerations". The specific limits applicable to borrowing by each Fund
are set forth in the Statement of Additional Information.


Securities Lending. To generate income and offset expenses, the Fund may lend
- ------------------
securities to broker-dealers and other financial institutions. Loans of
securities by the Fund may not exceed 30% of the value of the Fund's total
assets. While securities are on loan, the borrower will pay the Fund any income
accruing on the security. Also, the Fund may invest any collateral it receives
in additional securities. Gains or losses in the market value of a lent security
will affect the Fund and its shareholders. When the Fund lends its securities,
it runs the risk that it could not retrieve the securities on a timely basis
possibly losing the opportunity to sell the securities at a desirable price.
Also, if the borrower files for bankruptcy or becomes insolvent, the Fund's
ability to dispose of the securities may be delayed.

                                       15
<PAGE>



Short Sales. The Evergreen Income and Growth Fund and Evergreen Growth and
- -----------
Income Fund may, as a defensive strategy, make short sales of securities. A
short sale occurs when a seller sells a security and makes delivery to the
buyer by borrowing the security. Short sales of a security are generally made
in cases where the seller expects the market value of the security to decline.
To complete a short sale, the seller must replace the security borrowed by
purchasing it at the market price at the time of replacement, or by delivering
securities from the seller's own position to the lender. In the event the
market value of a security sold short were to increase, the seller would
realize a loss to the extent that the cost of purchasing the security for
delivery to the lender were greater than the proceeds from the short sale. In
the event a short sale is completed by delivery of securities to the lender
from the seller's own position, the seller would forego any gain that would
otherwise be realized on such securities.


Illiquid Securities. Each Fund may invest up to 15% of its net assets in
- -------------------
illiquid securities and other securities which are not readily marketable.
Repurchase agreements with maturities longer than seven days will be included
for the purpose of the foregoing 15% limit. The inability of a Fund to dispose
of illiquid investments readily or at a reasonable price could impair the
Fund's ability to raise cash for redemptions or other purposes.


Restricted Securities. Each Fund may invest in restricted securities, including
- ---------------------
securities eligible for resale pursuant to Rule 144A under the Securities Act
of 1933 (the "1933 Act"). Generally, Rule 144A establishes a safe harbor from
the registration requirements of the 1933 Act for resale by large institutional
investors of securities not publicly traded in the U.S. Each Fund's investment
adviser determines the liquidity of Rule 144A securities according to
guidelines and procedures adopted by Evergreen Equity Trust's Board of
Trustees. The Board of Trustees monitors the investment adviser's application
of those guidelines and procedures. Securities eligible for resale pursuant to
Rule 144A, which the Fund's investment adviser has determined to be liquid or
readily marketable, are not subject to the 15% limit on illiquid securities.


Repurchase Agreements. The Funds may invest in repurchase agreements. A
- ---------------------
repurchase agreement is an agreement by which a Fund purchases a security
(usually U.S. government securities) for cash and obtains a simultaneous
commitment from the seller (usually a bank or broker/dealer) to repurchase the
security at an agreed-upon price and specified future date. The repurchase
price reflects an agreed-upon interest rate for the time period of the
agreement. The Fund's risk is the inability of the seller to pay the
agreed-upon price on the delivery date. However, this risk is tempered by the
ability of the Fund to sell the security in the open market in the case of a
default. In such a case, the Fund may incur costs in disposing of the security
which would increase Fund expenses. The Fund's investment adviser will monitor
the creditworthiness of the firms with which the Fund enters into repurchase
agreements.


Reverse Repurchase Agreements. Evergreen Utility Fund, Evergreen Value Fund,
- -----------------------------
Evergreen Small Cap Equity Income Fund and Evergreen Fund for Total Return may
enter into reverse repurchase agreements. A reverse repurchase agreement is an
agreement by a Fund to sell a security and repurchase it at a specified time
and price. The Fund could lose money if the market values of the securities it
sold decline below their repurchase prices. Reverse repurchase agreements may
be considered a form of borrowing, and, therefore, a form of leverage. Leverage
may magnify gains or losses of the Funds. Each Fund, other than Evergreen Fund
for Total Return will not enter into reverse repurchase agreements exceeding 5%
of the value of its net assets. Evergreen Fund for Total Return may enter into
reverse repurchase agreements in amounts up to one-third of the value of its
net assets.


                                       16
<PAGE>

When-Issued and Delayed-Delivery Transactions. Evergreen Utility Fund,
- ---------------------------------------------
Evergreen Value Fund, Evergreen Fund for Total Return, and Evergreen Blue Chip
Fund may enter into transactions whereby it commits to buying a security, but
does not pay for or take delivery of the security until some specified date in
the future. The value of these securities is subject to market fluctuation
during this period and no income accrues to a Fund until settlement. At the time
of settlement, a when-issued security may be valued at less than its purchase
price. When entering into these transactions, the Fund relies on the other party
to consummate the transaction; if the other party fails to do so, the Fund may
be disadvantaged.


Fixed Income Securities -- Downgrades. If any security invested in by any of
- -------------------------------------
the Funds loses its rating or has its rating reduced after the Fund has
purchased it, the Fund is not required to sell or otherwise dispose of the
security, but may consider doing so.


Options and Futures. In addition to making investments directly in securities,
- -------------------
the Funds may write covered put and call options and hedge their investments by
purchasing options. Evergreen Utility Fund, Evergreen Value Fund, Evergreen
Small Cap Equity Income Fund and Evergreen Fund for Total Return may also
engage in transactions in futures contracts and related options. The investment
adviser to the Evergreen Growth and Income Fund and Evergreen Small Cap Equity
Income Fund does not currently intend to write covered call options, purchase
options or engage in transactions in futures contracts and related options, but
may do so in the future. The Funds may engage in foreign currency exchange
transactions to protect against changes in future exchange rates. The Funds,
other than Evergreen Value Fund and Evergreen Fund for Total Return, do not
currently intend to write covered put options, but may do so in the future.


     Each Fund may write covered call options, and Evergreen Value Fund and
Evergreen Fund for Total Return may write covered put options, on certain
portfolio securities in an attempt to earn income and realize a higher return
on their portfolios. A call option gives the purchaser of the option the right
to buy a security from the writer at the exercise price at any time during the
option period; a put option gives the holder the right to sell the underlying
security to the writer at a stated price at any time during the option period.
An option may not be written if, afterwards, securities comprising more than 5%
of the market value of a Fund's equity securities would be subject to put and
call options. A Fund realizes income from the premium paid to it in exchange
for writing a put or call option. Once it has written a call option on a
portfolio security and until the expiration of such option, a Fund forgoes the
opportunity to profit from increases in the market price of such security in
excess of the exercise price of the call option. Should the price of the
security on which a call has been written decline, a Fund bears the risk of
loss, which would be offset to the extent the Fund has received premium income.
By writing a put option, a Fund might become obligated to purchase the
underlying security for more than its current market price upon exercise. A
Fund will only write "covered" options traded on recognized securities
exchanges. An option will be deemed covered when a Fund either (i) owns the
security (or securities convertible into such security) on which the call
option has been written in an amount sufficient to satisfy the obligations
arising under a call option, or (ii) in the case of both call and put options,
the Fund's custodian maintains cash or high-grade liquid debt securities
belonging to the Fund in an amount not less that the amount needed to satisfy
the Fund's obligations with respect to such options. A "closing purchase
transaction" may be entered into with respect to an option written by a Fund
for the purpose of closing its position. The Fund will realize a profit (or
loss) from such transaction if the cost of such transaction is less (or more)
than the premium received from the writing of the option. Because increases in
the market price of a call option will generally reflect increases in the
market price of the underlying security, any loss resulting from the repurchase
of a call option may be offset in whole or in part by unrealized appreciation
of the underlying security owned by the Fund.


     Evergreen Value Fund and Evergreen Fund for Total Return may purchase put
options to protect their portfolio holdings in an underlying security against a
decline in market value. This protection is provided during the life of the put
option since the Fund, as holder of the put, is able to sell the underlying
security at the exercise price regardless of any decline in the underlying
security's market price. For the purchase of a put option to be profitable, the
market price of the underlying security must decline sufficiently below the
exercise price to cover the premium and transaction costs. By using put options
in this manner, any profit which the Fund might otherwise have realized on the
underlying security will be reduced by the premium paid for the put option and
by transaction costs.


     A Fund may also purchase a call option to hedge against an increase in
price of a security that it intends to purchase. This protection is provided
during the life of the call option since the Fund, as holder of the call, is
able to buy the underlying security at the exercise price regardless of any
increase in the underlying security's market


                                       17
<PAGE>

price. For the purchase of a call option to be profitable, the market price of
the underlying security must rise sufficiently above the exercise price to
cover the premium and transaction costs. By using call options in this manner,
any profit which the Fund might have realized had it bought the underlying
security at the time it purchased the call option will be reduced by the
premium paid for the call option and by transaction costs.


Futures, Options and Other Derivative Instruments. The Funds may purchase and
- -------------------------------------------------
sell various financial instruments ("Derivative Instruments") such as financial
futures contracts (including interest rate, index and foreign currency futures
contracts), options (such as options on securities, indices, foreign currencies
and futures contracts), forward currency contracts and interest rate, equity
index and currency swaps, caps, collars and floors. The index Derivative
Instruments the Funds may use may be based on indices of U.S. or foreign equity
or debt securities. These Derivative Instruments may be used, for example, to
preserve a return or spread, to lock in unrealized market value gains or
losses, to facilitate or substitute for the sale or purchase of securities, to
manage the duration of securities, to alter the exposure of a particular
investment or portion of the Fund's portfolio to fluctuations in interest rates
or currency rates, to uncap a capped security or to convert a fixed rate
security into a variable rate security or a variable rate security into a fixed
rate security.


     A Fund's ability to use these instruments may be limited by market
conditions, regulatory limits and tax considerations. A Fund might not use any
of these strategies and there can be no assurance that any strategy that is
used will succeed. See the Statement of Additional Information for more
information regarding these instruments and the risks relating thereto.


Risks of Derivative Instruments. The use of Derivative Instruments, including
- -------------------------------
written put and call options, involves special risks, including: (1) the lack
of, or imperfect, correlation between price movements of a Fund's current or
proposed portfolio investments that are the subject of the transactions as well
as price movements of the Derivative Instruments involved in the transaction;
(2) possible lack of a liquid secondary market for any particular Derivative
Instrument at a particular time; (3) the need for additional portfolio
management skills and techniques; (4) losses due to unanticipated market price
movements; (5) the fact that, while such strategies can reduce the risk of
loss, they can also reduce the opportunity for gain, or even result in losses,
by offsetting favorable price movements in portfolio investments; (6) incorrect
forecasts by a Fund's investment adviser concerning interest or currency
exchange rates or direction of price fluctuations of the investment that is the
subject of the transaction, which may result in the strategy being ineffective;
(7) loss of premiums paid by the Fund on options it purchases; and (8) the
possible inability of the Fund to purchase or sell a portfolio security at a
time when it would otherwise be favorable for it to do so, or the need to sell
a portfolio security at a disadvantageous time, due to the need for the Fund to
maintain "cover" or to segregate securities in connection with such
transactions and the possible inability of the Fund to close out or liquidate
its positions.


     A Fund's investment adviser may use Derivative Instruments, including
written put and call options, for hedging purposes (i.e. by paying a premium or
foregoing the opportunity for profit in return for protection against downturns
in markets generally or the prices of individual securities or currencies) and
also may use Derivative Instruments to try to enhance the return
characteristics of a Fund's portfolio of investments (i.e. by receiving
premiums in connection with the writing of options and thereby accepting the
risk of downturns in markets generally or the prices of individual securities
or currencies or by paying premiums in anticipation that the securities
underlying the Derivative Instruments will appreciate). The use of Derivative
Instruments for hedging purposes or to enhance a Fund's return characteristics
can increase investment risk. If a Fund's investment adviser judges market
conditions incorrectly or employs a strategy that does not correlate well with
the Fund's investments, these techniques could result in a loss, regardless of
whether the intent was to reduce risk or increase return. These techniques may
increase the volatility of a Fund and may involve a small investment of cash
relative to the magnitude of the risk assumed, resulting in leverage. In
addition, these techniques could result in a loss if the counterparty to the
transaction does not perform as promised or if there is not a liquid secondary
market to close out a position that the Fund has entered into. Options and
futures transactions may increase portfolio turnover rates, which would result
in greater commission expenses and transaction costs.


Foreign Currency Transactions. To the extent a Fund may invest in non-U.S.
- -----------------------------
dollar denominated securities, it may enter into foreign currency transactions
to obtain the necessary currencies to settle securities transactions. Currency
transactions may be conducted either on a spot or cash basis at prevailing
rates or through forward foreign currency exchange contracts ("forward
contracts"). Evergreen Small Cap Equity Income Fund, Evergreen Income


                                       18
<PAGE>

and Growth Fund and Evergreen Fund for Total Return may also enter into forward
foreign currency exchange contracts to protect the Funds' assets denominated in
a foreign currency against adverse changes in foreign currency exchange rates or
exchange control regulations. Such changes could unfavorably affect the value of
the Funds' assets which are denominated in foreign currencies, such as foreign
securities or funds deposited in foreign banks, as measured in U.S. dollars. The
use of forward contracts for hedging purposes may limit any potential gain that
might result from a relative increase in the value of such currencies and might,
in certain cases, result in losses to the Fund. A forward contract is an
obligation to purchase or sell an amount of a particular currency at a specific
price and on a future date agreed upon by the parties. Generally, no commission
charges or deposits are involved. At the time a Fund enters into a forward
contract, Fund assets with a value equal to the Fund's obligation under the
forward contract are segregated and are maintained until the contract has been
settled. The Funds will not enter into a forward contract with a term of more
than one year. In addition to forward contracts entered into for hedging
purposes, Evergreen Small Cap Equity Income Fund, Evergreen Income and Growth
Fund, Evergreen Fund for Total Return and Evergreen Blue Chip Fund will
generally enter into a forward contract to provide the proper currency to settle
a securities transaction at the time the transaction occurs ("trade date"). The
period between trade date and settlement date will vary between 24 hours and 60
days, depending upon local custom.


Options on Foreign Currencies. Evergreen Small Cap Equity Income Fund and
- -----------------------------
Evergreen Fund for Total Return may also purchase foreign currency put options.
A put option gives the holder, upon payment of a premium, the right to sell a
currency at the exercise price until the expiration of the option and serves to
ensure against adverse currency price movements in the underlying portfolio
assets denominated in that currency. Exchange listed options on seven major
currencies are traded in the U.S. In addition, several major U.S. investment
firms make markets in unlisted options on foreign currencies. Such unlisted
options may be available with respect to a wide range of foreign currencies
than listed options and may have more flexible terms. Unlisted foreign currency
options are generally less liquid than listed options and involve the credit
risks associated with the individual issuer. No more than 5% of a Fund's net
assets may be represented by premiums paid by the Fund with respect to options
on foreign currencies outstanding at any one time. Furthermore, the market
value of unlisted options on foreign currencies will be included with other
illiquid assets held by the Fund for purposes of the 10% limit on such assets
with respect to Evergreen Small Cap Equity Income Fund, or 15% limit on such
assets with respect to Evergreen Fund for Total Return. The Funds may write a
call option on a foreign currency only in conjunction with a purchase of a put
option on that currency. A call option written by a Fund gives the purchaser,
upon payment of a premium, the right to purchase from the Fund a currency at
the exercise price until the expiration of the option. Writing call options in
this manner is designed to reduce the cost of downside currency protection but
has the effect of limiting currency appreciation potential.


SPECIAL RISK CONSIDERATIONS
 

Fixed Income Investments. Investments by the Funds in fixed income securities
are subject to a number of risks. For example, changes in economic conditions
could result in the weakening of the capacity of the issuers of such securities
to make principal and interest payments, particularly in the case of issuers of
non-investment grade fixed income securities. In addition, the market value of
fixed-income securities in a Fund's portfolio can be expected to vary inversely
to changes in prevailing interest rates. In the event there is a downgrading in
the rating of a fixed income security held in a Fund's portfolio, the Fund may
continue to hold the security if such action is deemed to be in the best
interests of the Fund and its shareholders.


Investment in Small Companies. Evergreen Growth and Income Fund and Evergreen
- -----------------------------
Value Fund may invest from time to time, and Evergreen Small Cap Equity Income
Fund will invest in securities of little-known, relatively small and special
situation companies. Investments in such companies may tend to be speculative
and volatile. A lack of management depth in such companies could increase the
risks associated with the loss of key personnel. Also, the material and
financial resources of such companies may be limited, with the consequence that
funds or external financing necessary for growth may be unavailable. Such
companies may also be involved in the development or marketing of new products
or services for which there are no established markets. If projected markets do
not materialize or only regional markets develop, such companies may be
adversely affected or be subject to the consequences of local events. Moreover,
such companies may be insignificant factors in their industries and may become
subject to intense competition from larger companies. Securities of small and
special situation companies


                                       19
<PAGE>

in which the Funds invest will frequently be traded only in the
over-the-counter market or on regional stock exchanges and will often be
closely held. Securities of this type may have limited liquidity and be subject
to wide price fluctuations. As a result of the risk factors described above,
the net asset value of each Fund's shares can be expected to vary
significantly.


Investment in Foreign Securities. Evergreen Small Cap Equity Income Fund, 
- --------------------------------
Evergreen Income and Growth Fund, Evergreen Utility Fund, Evergreen Value Fund,
Evergreen Fund for Total Return and Evergreen Blue Chip Fund may invest in
foreign securities. Investments in foreign securities require consideration of
certain factors not normally associated with investments in securities of U.S.
issuers. For example, a change in the value of any foreign currency relative to
the U.S. dollar will result in a corresponding change in the U.S. dollar value
of securities denominated in that currency. Accordingly, a change in the value
of any foreign currency relative to the U.S. dollar will result in a
corresponding change in the U.S. dollar value of the assets of the Fund
denominated or traded in that currency. If the value of a particular foreign
currency falls relative to the U.S. dollar, the U.S. dollar value of the assets
of a Fund denominated in such currency will also fall. The performance of a Fund
will be measured in U.S. dollars.


     Securities markets of foreign countries generally are not subject to the
same degree of regulation as the U.S. markets and may be more volatile and less
liquid. Lack of liquidity may affect a Fund's ability to purchase or sell large
blocks of securities and thus obtain the best price. The lack of uniform
accounting standards and practices among countries impairs the validity of
direct comparisons of valuation measures (such as price/earnings ratios) for
securities in different countries. In addition, a Fund may incur costs
associated with currency hedging and the conversion of foreign currency into
U.S. dollars and may be adversely affected by restrictions on the conversion or
transfer of foreign currency. Other considerations include political and social
instability, expropriation, the lack of available information, higher
transaction costs (including brokerage charges), increased custodian charges
associated with holding foreign securities and different securities settlement
practices. Settlement periods for foreign securities, which are sometimes
longer than those for securities of U.S. issuers, may affect portfolio
liquidity. These different settlement practices may cause missed purchasing
opportunities and/or the loss of interest on money market and debt investments
pending further equity or long-term debt investments. In addition, foreign
securities held by a Fund may be traded on days that the Fund does not value
its portfolio securities, such as Saturdays and customary business holidays,
and, accordingly, a Fund's net asset value may be significantly affected on
days when shareholders do not have access to the Fund.


     Additionally, accounting procedures and government supervision may be less
stringent than those applicable to U.S. companies. It may also be more
difficult to enforce contractual obligations abroad than would be the case in
the United States because of differences in the legal systems. Foreign
securities may be subject to foreign taxes, which may reduce yield, and may be
less marketable than comparable U.S. securities. All these factors are
considered by each Fund's investment adviser before making any of these types
of investments.


     ADRs and EDRs and other securities convertible into securities of foreign
issuers may not necessarily be denominated in the same currency as the
securities into which they may be converted but rather in the currency of the
market in which they are traded. ADRs are receipts typically issued by an
American bank or trust company which evidence ownership of underlying
securities issued by a foreign corporation. EDRs are receipts issued in Europe
by banks or depositories which evidence a similar ownership arrangement.
Generally ADRs, in registered form, are designed for use in United States
securities markets and EDRs, in bearer form, are designed for use in European
securities markets.


Investments Related to Real Estate. Evergreen Income and Growth Fund may invest
- ----------------------------------
up to 15% of its net assets and Evergreen Small Cap Equity Income Fund may
invest without limit in investments related to real estate, including real
estate investment trust ("REITS"). Risks associated with investment in
securities of companies in the real estate industry include: declines in the
value of real estate, risks related to general and local economic conditions,
overbuilding and increased competition, increases in property taxes and
operating expenses, changes in zoning laws, casualty or condemnation losses,
variations in rental income, changes in neighborhood values, the appeal of
properties to tenants and increases in interest rates. In addition, equity real
estate investment trusts may be affected by changes in the value of the
underlying property owned by the trusts, while mortgage real estate investment
trusts may be affected by the quality of credit extended. Equity and mortgage
real estate investment trusts are dependent upon management skills, may not be
diversified and are subject to the risks of financing projects. Such trusts are
also subject to heavy cash flow dependency, defaults by borrowers, self
liquidation and the possibility of


                                       20
<PAGE>

failing to qualify for tax-free pass-through of income under the Internal
Revenue Code of 1986, as amended (the "Code") and to maintain exemption from
the Investment Company Act of 1940, as amended (the "1940 Act"). In the event
an issuer of debt securities collateralized by real estate defaulted, it is
conceivable that a Fund could end up holding the underlying real estate.


Lower-Rated Securities. Evergreen Growth and Income Fund and Evergreen Fund for
- ----------------------
Total Return may invest a portion of their assets in securities rated below Baa
by Moody's or BBB by S&P (commonly known as "junk bonds"). Lower-rated and
comparable unrated securities (collectively referred to in this discussion as
"lower-rated securities") will likely have some quality and protective
characteristics that, in the judgment of the rating organization, are out-
weighed by large uncertainties or major risk exposures to adverse conditions;
and are predominantly speculative with respect to the issuer's capacity to pay
interest and repay principal in accordance with the terms of the obligation.


     While the market values of lower-rated securities tend to react less to
fluctuations in interest rate levels than the market values of higher rated
securities, the market values of certain lower-rated securities also tend to be
more sensitive to individual corporate developments and changes in economic
conditions than higher-rated securities. In addition, lower-rated securities
generally present a higher degree of credit risk. Issuers of lower- rated
securities are often highly leveraged and may not have more traditional methods
of financing available to them so that their ability to service their debt
obligations during an economic downturn or during sustained periods of rising
interest rates may be impaired. The risk of loss due to default by such issuers
is significantly greater because lower-rated securities generally are unsecured
and frequently are subordinated to the prior payment of senior indebtedness. A
Fund may incur additional expenses to the extent that it is required to seek
recovery upon a default in the payment of principal or interest on its
portfolio holdings. The existence of limited markets for lower-rated securities
may diminish a Fund's ability to obtain accurate market quotations for purposes
of valuing such securities and calculating its net asset value. For additional
information about the possible risks of investing in junk bonds, see
"Investment Objectives and Policies -- Junk Bonds" in the Statement of
Additional Information.


Investments in the Utility Industry. In view of the Evergreen Utility Fund's
- -----------------------------------
investment concentration, investors should be aware of certain risks associated
with the utility industry in general. These include difficulties in earning
adequate returns on investments despite frequent rate increases, restrictions
on operations and increased costs and delays due to governmental regulations,
building or construction delays, environmental regulations, difficulty of the
capital markets in absorbing utility debt and equity securities, and
difficulties in obtaining fuel at reasonable prices.


Other Investment Restrictions. Each Fund has adopted additional investment
- -----------------------------
restrictions that are set forth in the Statement of Additional Information.
Unless otherwise noted, the restrictions and policies set forth above are not
fundamental and may be changed without shareholder approval. Shareholders will
be notified of any changes in policies that are not fundamental.


- --------------------------------------------------------------------------------
                       ORGANIZATION AND SERVICE PROVIDERS
- --------------------------------------------------------------------------------
ORGANIZATION
 


Fund Structure. Each Fund is an investment pool, which invests shareholders'
money towards a specified goal. Each Fund is a diversified series of an
open-end management investment company called "Evergreen Equity Trust" (the
"Trust"). The Trust is a Delaware business trust organized on September 17,
1997.


Board of Trustees. The Trust is supervised by a Board of Trustees that is
- -----------------
responsible for representing the interests of shareholders. The Trustees meet
periodically throughout the year to oversee a Fund's activities, reviewing,
among other things, a Fund's performance and its contractual arrangements with
various service providers.


Shareholder Rights. All shareholders of a given Class participate equally in
- ------------------
dividends and distributions from a Fund's assets and have equal liquidation and
other rights. Shareholders may exchange shares as described under "Exchanges,"
but will have no other preference, conversion, exchange or preemptive rights.
When issued and paid for, your shares will be fully paid and nonassessable.
Shares of each Fund are redeemable, transferable and freely assignable as
collateral. Each Fund may establish additional classes or series of shares.


                                       21
<PAGE>

     The Funds do not hold annual shareholder meetings; a Fund may, however,
hold special meetings for such purposes as electing or removing Trustees,
changing fundamental policies and approving investment advisory agreements or
12b-1 plans. In addition, a Fund is prepared to assist shareholders in
communicating with one another for the purpose of convening a meeting to elect
trustees. If any matters are to be voted on by shareholders, each share owned
as of the record date for the meeting would be entitled to one vote for each
dollar of net asset value applicable to each share.


SERVICE PROVIDERS
 

Investment Adviser. The investment adviser to Evergreen Utility Fund and
Evergreen Value Fund is the Capital Management Group of First Union National
Bank ("FUNB"), a subsidiary of First Union Corporation ("First Union"). First
Union and FUNB are located at 201 South College Street, Charlotte, North
Carolina 28288-0630. First Union and its subsidiaries provide a broad range of
financial services to individuals and businesses throughout the United States.


     The investment adviser to Evergreen Growth and Income Fund, Evergreen
Income and Growth Fund and Evergreen Small Cap Equity Income Fund is Evergreen
Asset Management Corp. ("Evergreen Asset"), which is a wholly-owned subsidiary
of First Union. Evergreen Asset, with its predecessors, has served as
investment adviser to certain Evergreen mutual funds since 1971.


     The investment adviser to Evergreen Fund for Total Return is Keystone
Investment Management Company ("Keystone"). Keystone has provided investment
advisory and management services to investment companies and private accounts
since it was organized in 1932. Keystone is an indirect subsidiary of FUNB.


     FUNB manages investments and supervises the daily business affairs of
Evergreen Utility Fund and Evergreen Value Fund and, as compensation therefor,
is entitled to receive an annual fee equal to .50 of 1% of average daily net
assets of each Fund.


     As investment adviser to Evergreen Income and Growth Fund, Evergreen
Growth and Income Fund and Evergreen Small Cap Equity Income Fund, Evergreen
Asset manages each Fund's investments, provides various administrative services
and supervises each Fund's daily business affairs, subject to the authority of
the Trustees. Evergreen Asset is entitled to receive from each of Evergreen
Income and Growth Fund, Evergreen Growth and Income Fund and Evergreen Small
Cap Equity Income Fund a fee equal to 1% of average daily net assets on an
annual basis on the first $750 million in assets, .9 of 1% of average daily net
assets on an annual basis on the next $250 million in assets, and .8 of 1% of
average daily net assets on an annual basis on assets over $1 billion.


     As investment adviser to Evergreen Fund for Total Return, Keystone manages
each Fund's investments, provides various administrative services and
supervises each Fund's daily business affairs, subject to the authority of the
Trustees. As payment for its services, Keystone is entitled to receive from the
Evergreen Fund for Total Return a fee, calculated on an annual basis, equal to
1.5% of Gross Dividend and Interest Income of the Fund plus 0.60% of the first
$100,000,000 of the aggregate net asset value of the shares of the Fund, plus
0.55% of the next $100,000,000, plus 0.50% of the next $100,000,000, plus 0.45%
of the next $100,000,000, plus 0.40% of the next $100,000,000, plus 0.35% of
the next $500,000,000, plus 0.30% of amounts over $1,000,000,000, computed as
of the close of business each business day and paid monthly.


Portfolio Managers. The portfolio manager for Evergreen Income and Growth Fund
- ------------------
and Evergreen Small Cap Equity Income Fund is Nola Maddox Falcone, C.F.A., who
is President and Co-Chief Executive Officer of Evergreen Asset. Ms. Falcone has
served as the principal manager of each Fund since 1985 and 1993, respectively.
 


     The portfolio managers for Evergreen Growth and Income Fund are Stephen A.
Lieber and Gary R. Buesser. Mr. Lieber is Chairman and Co-Chief Executive
Officer of Lieber & Company and Evergreen Asset Management Corp. He was the
founding Partner of Lieber & Company in 1969 and served as Senior Partner until
June, 1994. He was a founding General Partner of Vanden Broeck, Lieber &
Company from 1956 to 1969. Mr. Buesser joined Lieber & Company as an analyst in
1996. Previously, he was a Portfolio Manager/Analyst with Cowen Asset
Management and Shearson Lehman Brothers. Prior to managing Evergreen Growth and
Income Fund, Mr. Buesser


                                       22
<PAGE>

worked as an associate portfolio manager on the Evergreen Foundation Fund and
as primary manager for pension and non-profit portfolios. He is a member of the
New York Society of Security Analysts and The Association for Investment
Management and Research.


     Paul A. DiLella and Doris Kelley-Watkins are co-portfolio managers of the
Evergreen Utility Fund. Mr. DiLella, a Vice President and Senior Investment
Officer of FUNB, has been a portfolio manager of the Fund since 1996. He joined
First Fidelity Bank in 1982, which was acquired by FUNB in 1995, as Vice
President and Portfolio Manager in the Asset Management Group. Ms.
Kelley-Watkins joined Evergreen Asset in 1996, after twenty years as an
electric utility analyst with Merrill Lynch Securities Research Department.


     The portfolio manager for Evergreen Value Fund is Matthew D. Finn. Mr.
Finn is currently Vice President and Senior Portfolio Manager of Keystone since
March, 1998. Previously, Mr. Finn was a Vice President and portfolio manager
with Advantus Capital Management, Inc. from 1994 to 1998 and a portfolio
manager and owner with Unified Capital Management, Inc. from 1993 to 1994.


     Walter McCormick has been the portfolio manager of Evergreen Fund for
Total Return since 1987. Mr. McCormick is also a Senior Vice President and
Senior Portfolio Manager of Keystone and has more than 25 years' investment
experience.


SUB-ADVISER
 

     Evergreen Asset has entered into sub-advisory agreements with Lieber &
Company which provide that Lieber & Company's research department and staff
will furnish Evergreen Asset with information, investment recommendations,
advice and assistance, and will be generally available for consultation on the
portfolios of Evergreen Income and Growth Fund, Evergreen Growth and Income
Fund and Evergreen Small Cap Equity Income Fund. Lieber & Company will be
reimbursed by Evergreen Asset in connection with the rendering of services on
the basis of the direct and indirect costs of performing such services. There
is no additional charge to Evergreen Income and Growth Fund, Evergreen Growth
and Income Fund and Evergreen Small Cap Equity Income Fund for the services
provided by Lieber & Company. The address of Lieber & Company is 2500
Westchester Avenue, Purchase, New York 10577. Lieber & Company is an indirect,
wholly-owned, subsidiary of First Union.


Administrator. Evergreen Investment Services, Inc. ("EIS") serves as
- -------------
administrator to Evergreen Utility Fund and Evergreen Value Fund, subject to
the supervision and control of the Trustees of the Funds. As administrator EIS
provides facilities, equipment and personnel to Evergreen Utility Fund and
Evergreen Value Fund and is entitled to receive an administration fee from the
Funds based on the aggregate average daily net assets of all the mutual Funds
advised by FUNB, Evergreen Asset or Keystone calculated in accordance with the
following schedule.


<TABLE>
<S>                      <C>
  Administration Fee
- ------------------------
  0.050%                 on the first $7 billion
  0.035%                 on the next $3 billion
  0.030%                 on the next $5 billion
  0.020%                 on the next $10 billion
  0.015%                 on the next $5 billion
  0.010%                 on assets in excess of $30 billion
</TABLE>

     EIS also provides facilities, equipment and personnel to Evergreen Growth
and Income Fund, Evergreen Income and Growth Fund, Evergreen Small Cap Equity
Income Fund and Evergreen Fund for Total Return on behalf of each Fund's
investment adviser. Evergreen Fund for Total Return may reimburse EIS for its
costs in providing such services.


Transfer Agent and Dividend Disbursing Agent. Evergreen Service Company
- --------------------------------------------
("ESC"), 200 Berkeley Street, Boston, Massachusetts 02116, acts as each Fund's
transfer agent and dividend disbursing agent. ESC is an indirect, wholly-owned
subsidiary of First Union.


Custodian. State Street Bank and Trust Company, P.O. Box 9021, Boston,
- ---------
Massachusetts 02205-9827 acts as each Fund's custodian.


                                       23
<PAGE>

Principal Underwriter. Evergreen Distributor, Inc. ("EDI"), a subsidiary of The
- ---------------------
BISYS Group, Inc., located at 125 West 55th Street, New York, New York 10019,
is the principal underwriter of each Fund.
- --------------------------------------------------------------------------------
                       PURCHASE AND REDEMPTION OF SHARES
- --------------------------------------------------------------------------------
HOW TO BUY SHARES
 


     Class Y shares are offered at net asset value without a front-end sales
charge or a contingent deferred sales load. Class Y shares are only offered to
(1) persons who at or prior to December 31, 1994, owned shares in a mutual fund
advised by Evergreen Asset Management Corp. ("Evergreen Asset"), (2) certain
institutional investors and (3) investment advisory clients of FUNB, Evergreen
Asset, Keystone or their affiliates.


     Eligible investors may purchase Class Y shares of any of the Funds through
broker-dealers, banks or other financial intermediaries, or directly through
EDI. In addition, you may purchase Class Y shares of any of the Funds by
mailing to that Fund, c/o ESC, P.O. Box 2121, Boston, Massachusetts 02106-2121,
a completed application and a check payable to the Fund. You may also telephone
1-800-343-2898 to obtain the number of an account to which you can wire or
electronically transfer funds and then send in a completed Application. The
minimum initial investment is $1,000, which may be waived in certain
situations. Subsequent investments in any amount may be made by check, by
wiring federal funds, by direct deposit or by an electronic funds transfer.


     There is no minimum amount for subsequent investments. Investments of $25
or more are allowed under the Systematic Investment Plan. See the Application
for more information. Only Class Y shares are offered through this Prospectus
(see "General Information" -- "Other Classes of Shares").


How the Funds Value their Shares. The net asset value of each Class of shares
- --------------------------------
of a Fund is calculated by dividing the value of the amount of the Fund's net
assets attributable to that Class by the number of outstanding shares of that
Class. Shares are valued each day the New York Stock Exchange (the "Exchange")
is open as of the close of regular trading (currently 4:00 p.m. Eastern time).
The securities in a Fund are valued at their current market value determined on
the basis of market quotations or, if such quotations are not readily
available, such other methods as a Fund's Trustees believe would accurately
reflect fair value. Non-dollar denominated securities will be valued as of the
close of the Exchange at the closing price of such securities in their
principal trading markets.


Additional Purchase Information. As a condition of this offering, if a purchase
- -------------------------------
is canceled due to nonpayment or because an investor's check does not clear,
the investor will be responsible for any loss a Fund or a Fund's investment
adviser incurs. If such investor is an existing shareholder, a Fund may redeem
shares from an investor's account to reimburse the Fund or its investment
adviser for any loss. In addition, such investors may be prohibited or
restricted from making further purchases in any of the Evergreen funds. The
Funds will not accept third party checks other than those payable directly to a
shareholder whose account has been in existence at least thirty days.


HOW TO REDEEM SHARES
 

     You may "redeem" ( i.e., sell) your Class Y shares in a Fund for cash at
their net redemption value on any day the Exchange is open, either directly by
writing to the Fund, c/o ESC, or through your financial intermediary. The
amount you will receive is based on the net asset value adjusted for fractions
of a cent next calculated after a Fund receives your request in proper form.
Proceeds generally will be sent to you within seven days. However, for shares
recently purchased by check, a Fund will not send proceeds until it is
reasonably satisfied that the check has been collected (which may take up to 15
days). Once a redemption request has been telephoned or mailed, it is
irrevocable and may not be modified or canceled.


Redeeming Shares Through Your Financial Intermediary. A Fund must receive
- ----------------------------------------------------
instructions from your financial intermediary before 4:00 p.m. (Eastern time)
for you to receive that day's net asset value. Your financial intermediary is
responsible for furnishing all necessary documentation to a Fund and may charge
you for this service. Certain financial intermediaries may require that you
give instructions earlier than 4:00 p.m. (Eastern time).


Redeeming Shares Directly by Mail or Telephone. Send a signed letter of
- ----------------------------------------------
instruction or stock power form to the Fund, c/o ESC , the registrar, transfer
agent and dividend-disbursing agent for each Fund. Stock power forms are
available from your financial intermediary, ESC, and many commercial banks.
Additional documentation is required


                                       24
<PAGE>

for the sale of shares by corporations, financial intermediaries, fiduciaries
and surviving joint owners. Signature guarantees are required for all
redemption requests for shares with a value of more than $50,000. Currently,
the requirement for a signature guarantee has been waived on redemptions of
$50,000 or less when the account address of record has been the same for a
minimum period of 30 days. Each Fund and ESC reserve the right to withdraw this
waiver at any time. A signature guarantee must be provided by a bank or trust
company (not a Notary Public), a member firm of a domestic stock exchange or by
other financial institutions whose guarantees are acceptable under the
Securities Exchange Act of 1934 and ESC's policies.


     Shareholders may redeem amounts of $1,000 or more (up to $50,000) from
their accounts by calling the telephone number on the front page of this
Prospectus between the hours of 8:00 a.m. and 6:00 p.m. (Eastern time) each
business day (i.e., any weekday exclusive of days on which the Exchange or
ESC's offices are closed). The Exchange is closed on New Year's Day, Martin
Luther King, Jr. Day, Presidents' Day, Good Friday, Memorial Day, Independence
Day, Labor Day, Thanksgiving Day and Christmas Day. Redemption requests
received after 4:00 p.m. (Eastern time) will be processed using the net asset
value determined on the next business day. Such redemption requests must
include the shareholder's account name, as registered with a Fund, and the
account number. During periods of drastic economic or market changes,
shareholders may experience difficulty in effecting telephone redemptions. If
you cannot reach a Fund by telephone, you should follow the procedures for
redeeming by mail or through a broker-dealer as set forth herein. The telephone
redemption service is not made available to shareholders automatically.
Shareholders wishing to use the telephone redemption service must complete the
appropriate sections on the Application and choose how the redemption proceeds
are to be paid. Redemption proceeds will either (1) be mailed by check to the
shareholder at the address in which the account is registered or (2) be wired
to an account with the same registration as the shareholder's account in a Fund
at a designated commercial bank.


     In order to insure that instructions received by ESC are genuine when you
initiate a telephone transaction, you will be asked to verify certain criteria
specific to your account. At the conclusion of the transaction, you will be
given a transaction number confirming your request, and written confirmation of
your transaction will be mailed the next business day. Your telephone
instructions will be recorded. Redemptions by telephone are allowed only if the
address and bank account of record have been the same for a minimum period of
30 days. Each Fund reserves the right at any time to terminate, suspend, or
change the terms of any redemption method described in this Prospectus, except
redemption by mail, and to impose fees.


     Except as otherwise noted, the Funds, ESC and EDI will not assume
responsibility for the authenticity of any instructions received by any of them
from a shareholder in writing, over the Evergreen Express Line, or by
telephone. ESC will employ reasonable procedures to confirm that instructions
received over the Evergreen Express Line or by telephone are genuine. The
Funds, ESC and EDI will not be liable when following instructions received over
the Evergreen Express Line or by telephone that ESC reasonably believes are
genuine.


Evergreen Express Line. The Evergreen Express Line offers you specific fund
- ----------------------
account information and price and yield quotations as well as the ability to do
account transactions, including investments, exchanges and redemptions. You may
access the Evergreen Express Line by dialing toll free 1-800-346-3858 on any
touch-tone telephone, 24 hours a day, seven days a week.


General. The sale of shares is a taxable transaction for federal income tax
- -------
purposes. The Funds may temporarily suspend the right to redeem their shares
when (1) the Exchange is closed, other than customary weekend and holiday
closings; (2) trading on the Exchange is restricted; (3) an emergency exists
and the Funds cannot dispose of their investments or fairly determine their
value; or (4) the Securities and Exchange Commission ("SEC") so orders. The
Funds reserve the right to close an account that through redemption has fallen
below $1,000 and has remained so for 30 days. Shareholders will receive 60
days' written notice to increase the account value to at least $1,000 before
the account is closed. The Funds have elected to be governed by Rule 18f-1
under the 1940 Act pursuant to which each Fund is obligated to redeem shares
solely in cash, up to the lesser of $250,000 or 1% of a Fund's total net
assets, during any 90 day period for any one shareholder.


EXCHANGE PRIVILEGE
 

How To Exchange Shares. You may exchange some or all of your Class Y shares for
shares of the same class in the other Evergreen funds through your financial
intermediary by calling or writing to ESC or by using the Evergreen Express
Line as described above. Once an exchange request has been telephoned or
mailed, it is irrevocable and


                                       25
<PAGE>

may not be modified or canceled. Exchanges will be made on the basis of the
relative net asset values of the shares exchanged next determined after an
exchange request is received. An exchange which represents an initial
investment in another Evergreen fund is subject to the minimum investment and
suitability requirements of each Fund.


     Each of the Evergreen funds has different investment objectives and
policies. For complete information, a prospectus of the fund into which an
exchange will be made should be read prior to the exchange. An exchange order
must comply with the requirement for a redemption or repurchase order and must
specify the dollar value or number of shares to be exchanged. An exchange is
treated for federal income tax purposes as a redemption and purchase of shares
and may result in the realization of a capital gain or loss. Shareholders are
limited to five exchanges per calendar year, with a maximum of three per
calendar quarter. This exchange privilege may be modified or discontinued at
any time by the Fund upon 60 days' notice to shareholders and is only available
in states in which shares of the fund being acquired may lawfully be sold.


Exchanges Through Your Financial Intermediary. A Fund must receive exchange
- ---------------------------------------------
instructions from your financial intermediary before 4:00 p.m. (Eastern time)
for you to receive that day's net asset value. Your financial intermediary is
responsible for furnishing all necessary documentation to a Fund and may charge
you for this service.


Exchanges By Telephone and Mail. Exchange requests received by a Fund after
- -------------------------------
4:00 p.m. (Eastern time) will be processed using the net asset value determined
at the close of the next business day. During periods of drastic economic or
market changes, shareholders may experience difficulty in effecting telephone
exchanges. You should follow the procedures outlined below for exchanges by
mail if you are unable to reach ESC by telephone. If you wish to use the
telephone exchange service you should indicate this on the application. As
noted above, each Fund will employ reasonable procedures to confirm that
instructions for the redemption or exchange of shares communicated by telephone
are genuine. A telephone exchange may be refused by a Fund or ESC if it is
believed advisable to do so. Procedures for exchanging Fund shares by telephone
may be modified or terminated at any time. Written requests for exchanges
should follow the same procedures outlined for written redemption requests in
the section entitled "How to Redeem Shares"; however, no signature guarantee is
required.


SHAREHOLDER SERVICES
 

     The Funds offer the following shareholder services. For more information
about these services or your account, contact your financial intermediary, ESC
or the toll-free number on the front page of this Prospectus. Some services are
described in more detail in the application.


Systematic Investment Plan. Under a Systematic Investment Plan, you may invest
- --------------------------
as little as $25 per month to purchase shares of a Fund with no minimum initial
investment required.


Telephone Investment Plan. You may make investments into an existing account
- -------------------------
electronically in amounts of not less than $100 or more than $10,000 per
investment. Telephone investment requests received by 4:00 p.m. (Eastern time)
will be credited to a shareholder's account the day the request is received.


Systematic Withdrawal Plan. When an account of $10,000 or more is opened or
- --------------------------
when an existing account reaches that size, you may participate in the
Systematic Withdrawal Plan by filling out the appropriate part of the
application. Under this Plan, you may receive (or designate a third party to
receive) a monthly or quarterly fixed-withdrawal payment in a stated amount of
at least $75 and may be as much as 1.0% per month or 3.0% per quarter of the
total net asset value of the Fund shares in your account when the Plan was
opened. Fund shares will be redeemed as necessary to meet withdrawal payments.
All participants must elect to have their dividends and capital gain
distributions reinvested automatically.


Automatic Reinvestment Plan. For the convenience of investors, all dividends
- ---------------------------
and distributions are automatically reinvested in full and fractional shares of
a Fund at the net asset value per share at the close of business on the record
date, unless otherwise requested by a shareholder in writing. If the transfer
agent does not receive a written request for subsequent dividends and/or
distributions to be paid in cash at least three full business days prior to a
given record date, the dividends and/or distributions to be paid to a
shareholder will be reinvested.


                                       26
<PAGE>

Dollar Cost Averaging. Through dollar cost averaging you can invest a fixed
- ---------------------
dollar amount each month or each quarter in any Evergreen fund. This results in
more shares being purchased when the selected fund's net asset value is
relatively low and fewer shares being purchased when the fund's net asset value
is relatively high and may result in a lower average cost per share than a less
systematic investment approach.


     Prior to participating in dollar cost averaging, you must establish an
account in an Evergreen fund. You should designate on the application (1) the
dollar amount of each monthly or quarterly investment you wish to make and (2)
the fund in which the investment is to be made. Thereafter, on the first day of
the designated month, an amount equal to the specified monthly or quarterly
investment will automatically be redeemed from your initial account and
invested in shares of the designated fund.


Two Dimensional Investing. You may elect to have income and capital gains
- -------------------------
distributions from any Class Evergreen fund shares you own automatically
invested to purchase the same class of shares of any other Evergreen fund. You
may select this service on your application and indicate the Evergreen fund(s)
into which distributions are to be invested.


Tax Sheltered Retirement Plans. The Funds have various retirement plans
- ------------------------------
available to eligible investors, including Individual Retirement Accounts
(IRAs); Rollover IRAs; Simplified Employee Pension Plans (SEPs); Savings
Incentive Match Plan for Employees (SIMPLEs); Tax Sheltered Annuity Plans;
403(b)(7) Plans; 401(k) Plans; Keogh Plans; Profit-Sharing Plans; Medical
Savings Accounts; Pension and Target Benefit and Money Purchase Plans. For
details, including fees and application forms, call toll free 1-800-247-4075 or
write to ESC.


BANKING LAWS
 

     The Glass-Steagall Act and other banking laws and regulations presently
prohibit member banks of the Federal Reserve System ("Member Banks") or their
non-bank affiliates from sponsoring, organizing, controlling, or distributing
the shares of registered open-end investment companies such as the Funds. Such
laws and regulations also prohibit banks from issuing, underwriting or
distributing securities in general. However, under the Glass-Steagall Act and
such other laws and regulations, a Member Bank or an affiliate thereof may act
as investment adviser, transfer agent or custodian to a registered open-end
investment company and may also act as agent in connection with the purchase of
shares of such an investment company upon the order of its customer. FUNB and
its affiliates are subject to and in compliance with the aforementioned laws
and regulations.


     Changes to applicable laws and regulations or future judicial or
administrative decisions could result in FUNB or its affiliates being prevented
from continuing to perform the services required under the investment advisory
contract or from acting as agent in connection with the purchase of shares of
the Funds by its customers. If FUNB or its affiliates were prevented from
continuing to provide the services called for under the investment advisory
agreement, it is expected that the Trustees would identify, and call upon the
Fund's shareholders to approve, a new investment adviser. If this were to
occur, it is not anticipated that the shareholders of a Fund would suffer any
adverse financial consequences.
- --------------------------------------------------------------------------------
                               OTHER INFORMATION
- --------------------------------------------------------------------------------
DIVIDENDS, DISTRIBUTIONS AND TAXES
 


     Each Fund intends to distribute its investment company taxable income
quarterly and net realized capital gains at least annually. Shareholders
receive Fund distributions in the form of additional shares of that class of
shares upon which the distribution is based or, at the shareholder's option, in
cash. Shareholders of a Fund who have not opted to receive cash prior to the
payable date for any dividend from net investment income or the record date for
any capital gains distribution will have the number of such shares determined
on the basis of a Fund's net asset value per share computed at the end of that
day after adjustment for the distribution. Net asset value is used in computing
the number of shares in both capital gains and income distribution investments.
 


                                       27
<PAGE>

     Account statements and/or checks, as appropriate, will be mailed within
seven days after a Fund pays a distribution. Unless a Fund receives
instructions to the contrary before the record or payable date, as the case may
be, it will assume that a shareholder wishes to receive that distribution and
future capital gains and income distributions in shares. Instructions continue
in effect until changed in writing.


     Each Fund intends to qualify as a regulated investment company under the
Internal Revenue Code of 1986, as amended (the "Code"). While so qualified, it
is expected that each Fund will not be required to pay any federal income taxes
on that portion of its investment company taxable income and any net realized
capital gains it distributes to shareholders. The Code imposes a 4%
nondeductible excise tax on regulated investment companies, such as a Fund, to
the extent they do not meet certain distribution requirements by the end of
each calendar year. The Funds anticipate meeting such distribution
requirements.


     Any taxable dividend declared in October, November or December to
shareholders of record in such a month and paid by the following January 31
will be includable in the taxable income of shareholders as if paid on December
31 of the year in which the dividend was declared.


     The Funds may be subject to foreign withholding taxes which would reduce
the yield on their investments. Tax treaties between certain countries and the
United States may reduce or eliminate such taxes. Shareholders of a Fund who
are subject to United States federal income tax may be entitled, subject to
certain rules and limitations, to claim a federal income tax credit or
deduction for foreign income taxes paid by the Fund. See the SAI for additional
details. The Fund's transactions in options, futures and forward contracts may
be subject to special tax rules. These rules can affect the amount, timing and
characteristics of distributions to shareholders.


     The Funds are required by federal law to withhold 31% of reportable
payments (which may include dividends, capital gains distributions (if any) and
redemptions) paid to certain shareholders. In order to avoid this backup
withholding requirement, each investor must certify on the Application, or on a
separate form supplied by the Fund's transfer agent, that the investor's social
security or taxpayer identification number is correct and that the investor is
not currently subject to backup withholding or is exempt from backup
withholding. A shareholder who acquires Class A shares of a Fund and sells or
otherwise disposes of such shares within ninety days of acquisition may not be
allowed to include certain sales charges incurred in acquiring such shares for
purposes of calculating gain and loss realized upon a sale or exchange of
shares of a Fund.


     The Funds intend to distribute their net capital gains as capital gains
dividends. Shareholders should treat such dividends as long-term capital gains.
The Funds will designate capital gains distributions as such by a written
notice mailed to each shareholder no later than 60 days after the close of a
Funds' taxable year. If a shareholder receives a capital gain dividend and
holds his shares for six months or less, then any allowable loss on disposition
of such shares will be treated as long-term capital loss to the extent of such
capital gain dividend.


     The foregoing discussion of federal income tax consequences is based on
tax laws and regulations in effect on the date of this Prospectus and is
subject to change by legislative or administrative action. As the foregoing
discussion is for general information only, you should also review the
discussion of "Additional Tax Information" contained in the SAI. In addition,
you should consult your own tax adviser as to the tax consequences of
investments in the Fund, including the application of state and local taxes
which may be different from the federal income tax consequences described
above.


GENERAL INFORMATION
 

Portfolio Turnover. The estimated annual portfolio turnover rate for each of
the Funds is not expected to exceed 100%. A portfolio turnover rate of 100%
would occur if all of a Fund's portfolio securities were replaced in one year.
The portfolio turnover rate experienced by a Fund directly affects the
transaction costs relating to the purchase and sale of securities which a Fund
bears directly. A high rate of portfolio turnover will increase such costs. See
the SAI for further information regarding the practices of the Funds affecting
portfolio turnover.


Portfolio Transactions. Consistent with the Conduct Rules of the National
- ----------------------
Association of Securities Dealers, Inc., and subject to seeking best price and
execution, a Fund may consider sales of its shares as a factor in the selection
of dealers to enter into portfolio transactions with a Fund.


                                       28
<PAGE>

Other Classes of Shares. Each Fund currently offers four classes of shares,
- -----------------------
Class A, Class B, Class C and Class Y, and may in the future offer additional
classes. Class Y shares are not offered by this Prospectus and are only
available to (1) persons who at or prior to December 31, 1994, owned shares in
a mutual fund advised by Evergreen Asset, (2) certain institutional investors
and (3) investment advisory clients of FUNB, Evergreen Asset, Keystone or their
affiliates. The dividends payable with respect to Class A, Class B and Class C
shares will be less than those payable with respect to Class Y shares due to
the distribution and shareholder servicing-related expenses borne by Class A,
Class B and Class C shares and the fact that such expenses are not borne by
Class Y shares. Investors should telephone (800) 343-2898 to obtain more
information on other classes of shares.


Performance Information. The Funds may quote their "total return" or "yield"
- -----------------------
for a specified period in advertisements, reports or other communications to
shareholders. Total return and yield are computed separately for each class of
shares. Performance data for one or more classes may be included in any
advertisement or sales literature using performance data of a Fund.


     A Fund's total return for each such period is computed by finding, through
the use of a formula prescribed by the SEC, the average annual compounded rate
of return over the period that would equate an assumed initial amount invested
to the value of the investment at the end of the period. For purposes of
computing total return, dividends and capital gains distributions paid on
shares of a Fund are assumed to have been reinvested when paid and the maximum
sales charges applicable to purchases of a Fund's shares are assumed to have
been paid.


     Yield is a way of showing the rate of income a Fund earns on its
investments as a percentage of a Fund's share price. A Fund's yield is
calculated according to accounting methods that are standardized by the SEC for
all stock and bond funds. Because yield accounting methods differ from the
method used for other accounting purposes, a Fund's yield may not equal its
distribution rate, the income paid to your account or the net investment income
reported in a Fund's financial statements. To calculate yield, a Fund takes the
interest and dividend income it earned from its portfolio of investments (as
defined by the SEC formula) for a 30-day period (net of expenses), divides it
by the average number of shares entitled to receive dividends, and expresses
the result as an annualized percentage rate based on a Fund's share price at
the end of the 30-day period. This yield does not reflect gains or losses from
selling securities.


     Performance data may be included in any advertisement or sales literature
of a Fund. These advertisements may quote performance rankings or ratings of a
Fund by financial publications or independent organizations such as Lipper
Analytical Services, Inc. and Morningstar, Inc. or compare a Fund's performance
to various indices. The Funds may also advertise in items of sales literature
an "actual distribution rate" which is computed by dividing the total ordinary
income distributed (which may include the excess of short-term capital gains
over losses) to shareholders for the latest twelve month period by the maximum
public offering price per share on the last day of the period. Investors should
be aware that past performance may not be reflective of future results.


     In marketing a Fund's shares, information may be provided that is designed
to help individuals understand their investment goals and explore various
financial strategies. Such information may include publications describing
general principles of investing, such as asset allocation, diversification,
risk tolerance, and goal setting; a questionnaire designed to help create a
personal financial profile; and an action plan offering investment
alternatives. The information provided to investors may also include
discussions of other Evergreen funds, products, and services, which may
include: retirement investing; brokerage products and services; the effects of
periodic investment plans and dollar cost averaging; saving for college; and
charitable giving. In addition, the information provided to investors may quote
financial or business publications and periodicals, including model portfolios
or allocations, as they relate to fund management, investment philosophy, and
investment techniques. The Principal Underwriter may also reprint, and use as
advertising and sales literature, articles from Evergreen Events, a quarterly
magazine provided to Evergreen fund shareholders.


Additional Information. This Prospectus and the Statement of Additional
- ----------------------
Information, which has been incorporated by reference herein, do not contain
all the information set forth in the Registration Statements filed by the Trust
with the SEC under the Securities Act of 1933, as amended. Copies of the
Registration Statements may be obtained at a reasonable charge from the SEC or
may be examined, without charge, at the offices of the SEC in Washington, D.C.


                                       29
<PAGE>

Investment Advisers
Evergreen Asset Management Corp., 2500 Westchester Avenue, Purchase, New York
  10577
     Evergreen Growth and Income Fund, Evergreen Small Cap Equity Income Fund,
Evergreen Income and Growth Fund


Capital Management Group of First Union National Bank of North Carolina, 210
South College Street, Charlotte, North Carolina, 28228
     Evergreen Utility Fund, Evergreen Value Fund


Keystone Investment Management Company, 200 Berkeley Street, Boston,
Massachusetts 02116-5034
     Evergreen Fund for Total Return


Custodian
State Street Bank and Trust Company, P.O. Box 9021, Boston, Massachusetts
02205-9827


Transfer Agent
Evergreen Service Company, P.O. Box 2121, Boston, Massachusetts 02106-2121


Legal Counsel
Sullivan & Worcester LLP, 1025 Connecticut Avenue, N.W., Washington, D.C. 20036
 


Independent Auditors
KPMG Peat Marwick LLP, 99 High Street, Boston, Massachusetts 02110
     Evergreen Utility Fund, Evergreen Growth and Income Fund, Evergreen Value
Fund, Evergreen Small Cap Equity Income Fund,
     Evergreen Fund for Total Return


Price Waterhouse LLP, 1177 Avenue of the Americas, New York, New York 10036
     Evergreen Income and Growth Fund


Distributor
Evergreen Distributor, Inc., 125 W. 55th Street, New York, New York 10019


67654                                                        536123Rv3


<PAGE>

                             EVERGREEN EQUITY TRUST

                               200 BERKELEY STREET
                           BOSTON, MASSACHUSETTS 02116
                                 (800) 633-2700

                             GROWTH AND INCOME FUNDS

                       STATEMENT OF ADDITIONAL INFORMATION

                                  APRIL 1, 1998

                     EVERGREEN BLUE CHIP FUND ("BLUE CHIP")
               EVERGREEN GROWTH AND INCOME FUND ("GROWTH/INCOME")
               EVERGREEN INCOME AND GROWTH FUND ("INCOME/GROWTH")
              EVERGREEN SMALL CAP EQUITY INCOME FUND ("SMALL CAP")
                EVERGREEN FUND FOR TOTAL RETURN ("TOTAL RETURN")
                       EVERGREEN UTILITY FUND ("UTILITY")
                         EVERGREEN VALUE FUND ("VALUE")
                     (EACH A "FUND"; TOGETHER, THE "FUNDS")


                      EACH FUND IS A SERIES OF AN OPEN-END
                     MANAGEMENT INVESTMENT COMPANY KNOWN AS
                      EVERGREEN EQUITY TRUST (THE "TRUST").



         This  Statement  of  Additional  Information  ("SAI")  pertains  to all
classes of shares of the Funds listed above.  It is not a prospectus  and should
be read in  conjunction  with the Funds'  prospectuses  dated April 1, 1998,  as
supplemented  from time to time.  The Funds are  offered  through  two  separate
prospectuses:  one offering Class A, Class B and Class C shares of each Fund and
one offering Class Y shares of each Fund. You may obtain these prospectuses from
Evergreen Distributor, Inc.






                                                       23602

<PAGE>



                                TABLE OF CONTENTS



FUND INVESTMENTS..................................................3
           General Information....................................3
         Fundamental Policies....................................10
         Investment Guidelines...................................11
MANAGEMENT OF THE TRUST..........................................12
PRINCIPAL HOLDERS OF FUND SHARES.................................15
INVESTMENT ADVISORY AND OTHER SERVICES...........................21
         Investment Adviser......................................21
         Investment Advisory Agreements..........................22 
         Distributor.............................................23
         Distribution Plans and Agreements.......................23
         Additional Service Providers............................25
BROKERAGE........................................................25
         Brokerage Commissions...................................26
         Selection of Brokers....................................26
         Simultaneous Transactions...............................27
TRUST ORGANIZATION...............................................27
         Form of Organization....................................27
         Description of Shares...................................27
         Voting Rights...........................................27
         Limitation of Trustees' Liability.......................28
PURCHASE, REDEMPTION AND PRICING OF SHARES....................   28
         How the Funds Offer Shares to the Public................28
           Contingent Deferred Sales Charge......................29
         Sales Charge Waivers or Reductions......................29
         Exchanges...............................................31
         Calculation of Net Asset Value Per Share................32
         Valuation of Portfolio Securities.......................32
         Shareholder Services....................................32
PRINCIPAL UNDERWRITER............................................33
ADDITIONAL TAX INFORMATION.......................................34
          Requirements for Qualification as a 
               Registered Investment Company.....................34
          Taxes on Distributions.................................34
          Taxes on the Sale or Exchange of Fund Shares...........35
          Other Tax Considerations...............................35
FINANCIAL INFORMATION............................................36
         Expenses................................................36
         Brokerage Commissions Paid..............................39
         Computation of Class A Offering Price...................40
         Performance.............................................40
ADDITIONAL INFORMATION...........................................42
APPENDIX A......................................................A-1


                                                       23602
                                                         2

<PAGE>



                                FUND INVESTMENTS

GENERAL INFORMATION

         The  investment  objective  of  each  Fund  and a  description  of  the
securities  in  which  each  Fund  may  invest  are set  forth  in  each  Fund's
prospectus.  The  following  expands  upon the  discussion  in the  prospectuses
regarding certain investments of the Fund.

U.S. Government Securities

         Each  Fund may  invest  in  securities  issued  or  guaranteed  by U.S.
Government agencies or instrumentalities.

         These securities are backed by (1) the  discretionary  authority of the
U.S. Government to purchase certain obligations of agencies or instrumentalities
or (2) the credit of the agency or instrumentality issuing the obligations.

         Some  government  agencies  and   instrumentalities   may  not  receive
financial support from the U.S. Government. Examples of such agencies are:

              (i)  Farm Credit System, including the National Bank for
                   Cooperatives,  Farm Credit Banks and Banks for Cooperatives;

             (ii)  Farmers Home Administration;

            (iii)  Federal Home Loan Banks;

             (iv)  Federal Home Loan Mortgage Corporation;

              (v)  Federal National Mortgage Association; and

             (vi)  Student Loan Marketing Association.


Securities Issued by the Government National Mortgage Association ("GNMA")

        The Funds may invest in  securities  issued by the GNMA,  a  corporation
wholly-owned by the U.S. Government. GNMA securities or "certificates" represent
ownership in a pool of underlying mortgages. The timely payment of principal and
interest due on these securities is guaranteed.

        Unlike  conventional  bonds,  the principal on GNMA  certificates is not
paid at  maturity  but  over  the  life of the  security  in  scheduled  monthly
payments. While mortgages pooled in a GNMA certificate may have maturities of up
to 30 years,  the certificate  itself will have a shorter  average  maturity and
less principal volatility than a comparable 30-year bond.

        The market value and interest  yield of GNMA  certificates  can vary due
not only to market  fluctuations,  but also to early  prepayments  of  mortgages
within  the pool.  Since  prepayment  rates vary  widely,  it is  impossible  to
accurately  predict  the  average  maturity  of a GNMA pool.  In addition to the
guaranteed  principal  payments,  GNMA  certificates  may also make  unscheduled
principal payments resulting from prepayments on the underlying mortgages.

                                                       23602
                                                         3

<PAGE>



        Although GNMA  certificates may offer yields higher than those available
from other types of U.S. Government securities,  they may be less effective as a
means of  locking  in  attractive  long-term  rates  because  of the  prepayment
feature.  For instance,  when interest rates decline,  prepayments are likely to
increase as the  holders of the  underlying  mortgages  seek  refinancing.  As a
result,  the value of a GNMA  certificate  is not  likely to rise as much as the
value of a  comparable  debt  security  would in  response to same  decline.  In
addition, these prepayments can cause the price of a GNMA certificate originally
purchased at a premium to decline in price compared to its par value,  which may
result in a loss.

When-Issued, Delayed-Delivery and Forward Commitment Transactions (Blue Chip,
Total Return, Utility and Value)

         The Funds may purchase  securities on a when-issued or delayed delivery
basis  and may  purchase  or sell  securities  on a  forward  commitment  basis.
Settlement of such transactions normally occurs within a month or more after the
purchase or sale commitment is made.

         The Funds may purchase  securities  under such conditions only with the
intention of actually acquiring them, but may enter into a separate agreement to
sell the securities  before the settlement  date.  Since the value of securities
purchased may fluctuate prior to settlement,  a Fund may be required to pay more
at  settlement  than the security is worth.  In addition,  the  purchaser is not
entitled to any of the interest earned prior to settlement.

          Upon making a  commitment  to  purchase a security  on a  when-issued,
delayed  delivery or forward  commitment  basis,  a Fund will hold liquid assets
worth at least the  equivalent  of the amount  due.  The liquid  assets  will be
monitored on a daily basis and  adjusted as necessary to maintain the  necessary
value.

         Purchases  made under such  conditions are a form of leveraging and may
involve the risk that yields secured at the time of commitment may be lower than
otherwise  available by the time settlement  takes place,  causing an unrealized
loss to the fund. In addition,  when a Fund engages in such purchases, it relies
on the other party to  consummate  the sale. If the other party fails to perform
its  obligations,  the Fund may miss the  opportunity  to obtain a security at a
favorable price or yield.

Loans of Securities

         To  generate  income,  each  Fund  may  lend  portfolio  securities  to
broker-dealers and other financial  institutions.  A Fund will require borrowers
to provide  collateral  in cash or  government  securities at least equal to the
value of the securities  loaned. A Fund may invest such collateral in additional
portfolio  securities,  such as U.S.  Treasury  notes,  certificates of deposit,
other high-grade,  short-term  obligations or interest-bearing cash equivalents.
While  securities are on loan, the borrower will pay a Fund any income  accruing
on the security.

         Each Fund may make loans only to borrowers which meet credit  standards
set by the Board of Trustees. Income to be earned from the loan must justify the
attendant  risks.  If a borrower fails  financially,  a Fund may have difficulty
recovering the securities lent or may lose its right to the collateral.

         Each Fund has the right to call a loan and obtain the  securities  lent
upon giving notice of not more than five business days.


                                                       23602
                                                         4

<PAGE>




Repurchase Agreements

         The Funds may enter into  repurchase  agreements with entities that are
registered as U.S. Government securities dealers,  including member banks of the
Federal Reserve System having at least $1 billion in assets,  primary dealers in
U.S.  Government  securities  or other  financial  institutions  believed by the
Adviser (as defined later) to be creditworthy. In a repurchase agreement, a Fund
obtains a security  and  simultaneously  commits to return the  security  to the
seller at a set price  (including  principal and interest) within period of time
usually not exceeding  seven days.  The resale price reflects the purchase price
plus an agreed upon market rate of  interest  which is  unrelated  to the coupon
rate or maturity of the underlying security. A repurchase agreement involves the
obligation  of the seller to pay the agreed upon price,  which  obligation is in
effect secured by the value of the underlying security.

         A Fund or its custodian will take possession of the securities  subject
to repurchase  agreements,  and these securities will be marked to market daily.
To the extent that the original seller does not repurchase the securities from a
Fund, a Fund could  receive less than the  repurchase  price on any sale of such
securities.  In the event that such a defaulting  seller filed for bankruptcy or
became  insolvent,  disposition of such  securities by the Fund might be delayed
pending  court  action.  Each  Fund's  Adviser  believes  that under the regular
procedures  normally  in effect for custody of the Fund's  portfolio  securities
subject to repurchase  agreements,  a court of competent jurisdiction would rule
in favor of the Fund and allow retention or disposition of such securities.  The
Funds will only enter into repurchase agreements with banks and other recognized
financial  institutions,  such  as  broker-dealers,  which  are  deemed  by  the
investment adviser to be creditworthy pursuant to guidelines  established by the
Board of Trustees.

Reverse Repurchase Agreements (Blue Chip, Small Cap, Total Return, Utility and
Value)

         Each  Fund  may  enter  into  reverse  repurchase   agreements.   These
transactions are similar to borrowing cash. In a reverse repurchase agreement, a
Fund transfers possession of a portfolio instrument to another person, such as a
financial  institution,  broker,  or dealer,  in return for a percentage  of the
instrument's  market value in cash, and agrees that on a stipulated  date in the
future the Fund will  repurchase  the  portfolio  instrument  by  remitting  the
original consideration plus interest at an agreed upon rate.

         The use of  reverse  repurchase  agreements  may enable a Fund to avoid
selling  portfolio  instruments  at a  time  when a sale  may  be  deemed  to be
disadvantageous,  but the ability to enter into  reverse  repurchase  agreements
does  not  ensure  that  the  Fund  will  be  able to  avoid  selling  portfolio
instruments at a disadvantageous time.

         When effecting reverse repurchase agreements,  liquid assets of a Fund,
in a  dollar  amount  sufficient  to  make  payment  for the  obligations  to be
purchased,  are  segregated at the trade date.  These  securities  are marked to
market daily and maintained until the transaction is settled.

Options

         The  Funds  may buy or sell  (i.e.,  write)  put and  call  options  on
securities  they hold or  intends  to  acquire.  The Funds may also buy and sell
options on financial  futures  contracts.  The Funds will use options as a hedge
against decreases or increases in the value of securities it holds or intends to
acquire. The Funds may purchase put and call options for the purpose of

                                                       23602
                                                         5

<PAGE>



offsetting previously written put and call options of the same series.

         The Funds may write only covered options. With regard to a call option,
this  means that a Fund will own,  for the life of the  option,  the  securities
subject to the call  option.  Each Fund will cover put options by holding,  in a
segregated  account,  liquid  assets having a value equal to or greater than the
price of securities  subject to the put option.  If a Fund is unable to effect a
closing purchase transaction with respect to the covered options it has sold, it
will not be able to sell the underlying  securities or dispose of assets held in
a segregated account until the options expire or are exercised.

Futures Transactions

         Each Fund may enter into currency and other financial futures contracts
and write  options  on such  contracts.  Each Fund  intends  to enter  into such
contracts and related  options for hedging  purposes.  Each Fund will enter into
futures contracts on securities, currencies or indices in order to hedge against
changes in interest or exchange rates or securities  prices.  A futures contract
on  securities  or  currencies  is an  agreement  to buy or sell  securities  or
currencies at a specified price during a designated month. A futures contract on
a  securities  index does not involve the actual  delivery  of  securities,  but
merely  requires  the  payment  of a cash  settlement  based on  changes  in the
securities  index.  A Fund does not make  payment  or  deliver  securities  upon
entering into a futures contract.  Instead, it puts down a margin deposit, which
is adjusted to reflect  changes in the value of the contract and which continues
until the contract is terminated.

         Each  Fund may  sell or  purchase  futures  contracts.  When a  futures
contract is sold by a Fund, the value of the contract will tend to rise when the
value of the underlying  securities  declines and to fall when the value of such
securities or currencies  increases.  Thus, each Fund sells futures contracts in
order to offset a possible decline in the value of its securities or currencies.
If a futures  contract is  purchased by a Fund,  the value of the contract  will
tend to rise when the value of the underlying securities or currencies increases
and to fall when the value of such securities or currencies declines.  Each Fund
intends to purchase futures  contracts in order to establish what is believed by
the  Adviser  to be a  favorable  price and rate of return  for  securities,  or
favorable exchange rate for currencies, the Fund intends to purchase.

         Each Fund also  intends  to  purchase  put and call  options on futures
contracts for hedging  purposes.  A put option purchased by a Fund would give it
the right to assume a  position  as the  seller  of a futures  contract.  A call
option  purchased  by a Fund would give it the right to assume a position as the
purchaser of a futures contract. The purchase of an option on a futures contract
requires a Fund to pay a premium.  In exchange for the  premium,  a Fund becomes
entitled to exercise the benefits, if any, provided by the futures contract, but
is not required to take any action under the  contract.  If the option cannot be
exercised  profitably  before it  expires,  a Fund's loss will be limited to the
amount of the premium and any transaction costs.

         Each Fund may enter into  closing  purchase  and sale  transactions  in
order to terminate a futures  contract and may sell put and call options for the
purpose of closing out its  options  positions.  A Fund's  ability to enter into
closing  transactions  depends on the  development  and  maintenance of a liquid
secondary  market.  There is no assurance  that a liquid  secondary  market will
exist for any particular contract or at any particular time. As a result,  there
can be no  assurance  that a Fund  will  be  able to  enter  into an  offsetting
transaction  with respect to a particular  contract at a particular  time.  If a
Fund is not able to enter into an offsetting transaction, the Fund will continue
to be required to maintain  the margin  deposits on the contract and to complete
the contract according to its terms, in which case it would continue to bear

                                                       23602
                                                         6

<PAGE>



market risk on the transaction.

         Although futures and options transactions are intended to enable a Fund
to manage market, interest rate or exchange rate risk,  unanticipated changes in
market  prices,  interest  rates  or  exchange  rates  could  result  in  poorer
performance  than if it had not  entered  into these  transactions.  Even if the
Adviser correctly predicts interest or exchange rate movements, a hedge could be
unsuccessful  if  changes  in the  value of a Fund's  futures  position  did not
correspond to changes in the value of its investments.  This lack of correlation
between a Fund's futures and securities or currencies positions may be caused by
differences  between the  futures and  securities  or  currencies  markets or by
differences  between the  securities or currencies  underlying a Fund's  futures
position and the securities or currencies held by or to be purchased for a Fund.
Each Fund's  Adviser  will  attempt to  minimize  these  risks  through  careful
selection and monitoring of the Fund's futures and options positions.

         The Funds do not intend to use futures  transactions for speculation or
leverage.  Each Fund has the ability to write options on futures,  but currently
intends to write such  options  only to close out options  purchased  by a Fund.
Each Fund will not change these policies without  supplementing  the information
in the prospectus and SAI.

         The Funds will not maintain open positions in futures  contracts it has
sold or call options it has written on futures  contracts if, in the  aggregate,
the value of the open  positions  (marked to market)  exceeds the current market
value of its securities  portfolio plus or minus the unrealized  gain or loss on
those open  positions,  adjusted for the  correlation of volatility  between the
hedged securities and the futures  contracts.  If this limitation is exceeded at
any time, each Fund will take prompt action to close out a sufficient  number of
open  contracts  to bring its open  futures  and options  positions  within this
limitation.

"Margin" in Futures Transactions

         Unlike  the  purchase  or sale of a  security,  the Funds do not pay or
receive money upon the purchase or sale of a futures contract. Rather, each Fund
is required to deposit an amount of  "initial  margin" in cash or U.S.  Treasury
bills with its custodian (or the broker,  if legally  permitted).  The nature of
initial  margin in  futures  transactions  is  different  from that of margin in
securities transactions in that futures contract initial margin does not involve
the borrowing of funds by a Fund to finance the transactions.  Initial margin is
in the nature of a performance  bond or good faith deposit on the contract which
is returned to a Fund upon  termination  of the futures  contract,  assuming all
contractual obligations have been satisfied.

          A  futures  contract  held by a Fund is valued  daily at the  official
settlement price of the exchange on which it is traded. Each day, a Fund pays or
receives cash, called "variation margin",  equal to the daily change in value of
the futures  contract.  This process is known as "marking to market".  Variation
margin  does  not  represent  a  borrowing  or  loan  by a Fund  but is  instead
settlement between the Fund and the broker of the amount one would owe the other
if the futures contract expired.  In computing its daily net asset value, a Fund
will  mark-to-market its open futures positions.  The Funds are also required to
deposit and maintain margin when it writes call options on futures contracts.

Foreign Securities (excluding Growth/Income)

         Each Fund may invest in foreign securities or U.S. securities traded in
foreign markets.  Permissible  investments may consist of obligations of foreign
branches of U.S. banks and of

                                                       23602
                                                         7

<PAGE>



foreign banks,  including invest in foreign securities or U.S. securities traded
in foreign  markets.  Permissible  investments  may  consist of  obligations  of
foreign  branches  of  U.S.  banks  and of  foreign  banks,  including  European
certificates  of deposit,  European  time  deposits,  Canadian time deposits and
Yankee  certificates of deposit,  and investments in Canadian  commercial paper,
foreign  securities  and  Europaper.  These  instruments  may  subject a Fund to
investment  risks that differ in some respects from those related to investments
in obligations of U.S. issuers.  Such risks include future adverse political and
economic developments;  the possible imposition of withholding taxes on interest
or other income;  the possible  seizure,  nationalization,  or  expropriation of
foreign deposits; the possible establishment of exchange controls or taxation at
the source;  greater  fluctuations in value due to changes in exchange rates, or
the adoption of other foreign  governmental  restrictions  which might adversely
affect  the  payment  of  principal  and  interest  on  such  obligations.  Such
investments  may also entail higher  custodial fees and sales  commissions  than
domestic  investments.  Foreign  issuers of securities or obligations  are often
subject to accounting  treatment and engage in business practices different from
those respecting domestic issuers of similar securities or obligations.  Foreign
branches  of U.S.  banks and  foreign  banks may be  subject  to less  stringent
reserve requirements than those applicable to domestic branches of U.S. banks.

Foreign Currency Transactions (excluding Growth/Income)

     As one way of managing exchange rate risk, each Fund may enter into forward
currency  exchange  contracts  (agreements  to purchase or sell  currencies at a
specified price and date).  The exchange rate for the transaction (the amount of
currency a Fund will  deliver and receive  when the  contract is  completed)  is
fixed when a Fund enters into the contract. A Fund usually will enter into these
contracts to stabilize the U.S.  dollar value of a security it has agreed to buy
or sell. Each Fund intends to use these contracts to hedge the U.S. dollar value
of a security it already owns,  particularly if a Fund expects a decrease in the
value of the  currency in which the foreign  security is  denominated.  Although
each Fund will attempt to benefit from using forward  contracts,  the success of
its hedging strategy will depend on the Adviser's ability to predict  accurately
the future exchange rates between foreign  currencies and the U.S.  dollar.  The
value of a Fund's  investments  denominated in foreign currencies will depend on
the relative  strengths of those currencies and the U.S. dollar,  and a Fund may
be  affected  favorably  or  unfavorably  by  changes in the  exchange  rates or
exchange  control  regulations  between foreign  currencies and the U.S. dollar.
Changes  in  foreign  currency  exchange  rates  also may  affect  the  value of
dividends  and  interest  earned,  gains  and  losses  realized  on the  sale of
securities  and net  investment  income and gains,  if any, to be distributed to
shareholders  by each Fund. Each Fund may also purchase and sell options related
to foreign currencies in connection with hedging strategies.

High Yield Bonds (Growth/Income and Total Return)

         Each Fund may invest in high yield, high risk bonds,  commonly known as
"junk bonds." While  investment in high yield bonds  provides  opportunities  to
maximize  return over time,  investors  should be aware of the  following  risks
associated with high yield bonds:

         (1) High yield  bonds are rated below  investment  grade,  i.e.,  BB or
lower by  Standard  & Poor's  Ratings  Group  ("S&P")  or Ba or lower by Moody's
Investors Service ("Moody's").  Securities so rated are considered predominantly
speculative  with  respect to the  ability of the issuer to meet  principal  and
interest payments.

         (2) The lower ratings of these securities reflect a greater possibility
that adverse

                                                       23602
                                                         8

<PAGE>



changes  in  the  financial  condition  of the  issuer  or in  general  economic
conditions,  or both, or an unanticipated  rise in interest rates may impair the
ability of the issuer to make payments of interest and principal,  especially if
the  issuer  is  highly  leveraged.  Such  issuer's  ability  to meet  its  debt
obligations may also be adversely affected by specific corporate developments or
the issuer's  inability to meet  specific  projected  business  forecasts or the
unavailability  of  additional  financing.  Also,  an  economic  downturn  or an
increase in interest rates may increase the potential for default by the issuers
of these securities.

         (3) Their value may be more  susceptible  to real or perceived  adverse
economic,  company or industry  conditions  and  publicity  than is the case for
higher quality securities.

         (4)  Their  value,  like  those  of  other  fixed  income   securities,
fluctuates  in  response  to changes in interest  rates,  generally  rising when
interest  rates decline and falling when interest  rates rise.  For example,  if
interest  rates  increase  after a  fixed  income  security  is  purchased,  the
security,  if sold prior to maturity,  may return less than its cost. The prices
of  below-investment  grade bonds,  however,  are  generally  less  sensitive to
interest  rate  changes  than the  prices of  higher-rated  bonds,  but are more
sensitive  to adverse or  positive  economic  changes  or  individual  corporate
developments.

         (5) The  secondary  market for such  securities  may be less  liquid at
certain  times than the  secondary  market for higher  quality debt  securities,
which may adversely effect (1) the market price of the security,  (2) the Fund's
ability  to dispose of  particular  issues and (3) the Fund's  ability to obtain
accurate market quotations for purposes of valuing its assets.

         (6)  Zero   coupon   bonds   and  PIKs   involve   additional   special
considerations.  For example, zero coupon bonds pay no interest to holders prior
to maturity of interest.  PIKs are debt obligations that provide that the issuer
may,  at its  option,  pay  interest  on such  bonds  in cash or in the  form of
additional debt obligations. Such investments may experience greater fluctuation
in value  due to  changes  in  interest  rates  than debt  obligations  that pay
interest currently. Even though these investments do not pay current interest in
cash, the Fund is,  nonetheless,  required by tax laws to accrue interest income
on such  investments  and to  distribute  such  amounts  at  least  annually  to
shareholders. Thus, the Fund could be required at times to liquidate investments
in order to fulfill its  intention to  distribute  substantially  all of its net
income as  dividends.  The Fund will not be able to purchase  additional  income
producing securities with cash used to make such distributions,  and its current
income ultimately may be reduced as a result.

         Each Fund may  invest in  securities  rated as low as D by S&P or C- by
Moody's.  Such  securities  may have  defaulted on payments of principal  and/or
interest at the time of  investment.  (Rating  categories  are  described in the
Appendix.) A Fund will invest in debt so rated only when the investment  adviser
believes the issuer's financial condition will improve through reorganization or
other  measures.  Each Fund may also invest in high yield,  high risk securities
which are  unrated  or rated  under a  different  system if a Fund's  investment
adviser believes they are comparable to high yield securities in which each Fund
may otherwise invest.

         The  investment  adviser  considers  the  ratings  of S&P  and  Moody's
assigned  to  various  securities,  but does not rely  solely  on these  ratings
because (1) S&P and Moody's  assigned  ratings are based  largely on  historical
financial data and may not accurately  reflect the current  financial outlook of
companies;  and (2) there can be large  differences  among the current financial
conditions of issuers within the same category.


                                                       23602
                                                         9

<PAGE>




FUNDAMENTAL POLICIES

         The Funds have  adopted the  fundamental  investment  restrictions  set
forth  below  which may not be changed  without  the vote of a majority  of each
Fund's outstanding  shares, as defined in the Investment Company Act of 1940, as
amended (the "1940 Act").  Unless otherwise stated, all references to the assets
of a Fund are in terms of current market value.

Diversification

         Each Fund may not make any  investment  that is  inconsistent  with its
classification as a diversified investment company under the 1940 Act.

Concentration

         Each Fund may not  concentrate  its  investments  in the  securities of
issuers primarily engaged in a particular industry (other than securities issued
or  guaranteed  by the U.S.  Government  or its agencies or  instrumentalities),
except that Utility will concentrate its investments in utility industries.

Issuing Senior Securities

         Except  as  permitted  under in the 1940  Act,  each Fund may not issue
senior securities.

Borrowing

         Each Fund may not  borrow  money,  except to the  extent  permitted  by
applicable law.

Underwriting

         Each  Fund  may not  underwrite  securities  of other  issuers,  except
insofar  as each  Fund may be  deemed  an  underwriter  in  connection  with the
disposition of its portfolio securities.

Real Estate

         Each Fund may not  purchase or sell real estate,  except  that,  to the
extent  permitted by applicable law, each Fund may invest in (a) securities that
are directly or indirectly  secured by real estate,  or (b) securities issued by
issuers that invest in real estate.

Commodities

         Each  Fund  may  not  purchase  or sell  commodities  or  contracts  on
commodities  except to the extent that each Fund may engage in financial futures
contacts and related options and currency  contracts and related options and may
otherwise do so in accordance with applicable law, and without  registering as a
commodity pool operator under the Commodity Exchange Act.

Loans to Other Persons

         Each Fund may not make loans to other persons, except that the Fund may
lend its portfolio securities in accordance with applicable law. The acquisition
of investment securities or other

                                                       23602
                                                        10

<PAGE>



investment  instruments shall not be deemed to be the making of a loan.

INVESTMENT GUIDELINES

         Unlike the Fundamental  Policies above, the following guidelines may be
changed by the Trust's Board of Trustees without  shareholder  approval.  Unless
otherwise stated, all references to the assets of a Fund are in terms of current
market value.

Diversification

         To remain classified as a diversified investment company under the 1940
Act, each Fund must conform with the  following:  With respect to the 75% of its
total assets,  a diversified  investment  company may not invest more than 5% of
its  total  assets,  determined  at market  or other  fair  value at the time of
purchase, in the securities of any one issuer, or invest in more than 10% of the
outstanding  voting  securities  of any one  issuer,  determined  at the time of
purchase.  These limitations do not apply to investments in securities issued or
guaranteed by the U.S. Government or its agencies or instrumentalities.

Borrowings

         Each Fund may borrow money from banks or enter into reverse  repurchase
agreements in an amount up to one third of its total assets.  Each Fund may also
borrow an additional 5% of its total assets from banks or others.  Each Fund may
borrow only as a temporary measure for extraordinary or emergency purposes. Each
Fund will not purchase  securities  while  borrowings are outstanding  except to
exercise prior commitments and to exercise  subscription  rights.  Each Fund may
obtain such short-term credit as may be necessary for the clearance of purchases
and sales of portfolio  securities.  Each Fund may purchase securities on margin
to the extent permitted by applicable law.

Illiquid and Restricted Securities

         Each Fund may not invest more than 15% of its net assets in  securities
that are illiquid.  A security is illiquid  when a Fund cannot  dispose of it in
the ordinary course of business within seven days at approximately  the value at
which each Fund has the investment on its books.

         Each  Fund may  invest in  "restricted"  securities,  i.e.,  securities
subject to restrictions on resale under federal securities laws. Rule 144A under
the Securities Act of 1933 ("Rule 144A") allows certain restricted securities to
trade freely among qualified institutional investors. Since Rule 144A securities
may have limited  markets,  the Board of Trustees  will  determine  whether such
securities should be considered illiquid for the purpose of determining a Fund's
compliance with the limit on illiquid  securities  indicated above. In determine
the  liquidity of Rule 144A  securities,  the Trustees  will  consider:  (1) the
frequency  of trades  and  quotes  for the  security;  (2) the number of dealers
willing to  purchase  or sell the  security  and the  number of other  potential
buyers;  (3) dealer  undertakings to make a market in the security;  and (4) the
nature of the security and the nature of the marketplace trades.

Investment in Other Investment Companies

         Each Fund may purchase the shares of other investment  companies to the
extent permitted under the 1940 Act.  Currently,  each Fund may not (1) own more
than 3% of the outstanding

                                                       23602
                                                        11

<PAGE>



voting  stock of another  investment  company,  (2)  invest  more than 5% of its
assets in any single  investment  company,  and (3) invest  more than 10% of its
assets  in  investment  companies.  However,  each  Fund may  invest  all of its
investable  assets in  securities  of a single  open-end  management  investment
company with substantially the same fundamental investment objectives,  policies
and limitations as each Fund.

Short Sales

         Each Fund may not make short  sales of  securities  or maintain a short
position  unless,  at all times when a short  position is open, it owns an equal
amount of such securities or of securities which, without payment of any further
consideration,  are convertible  into or exchangeable for securities of the same
issue as, and equal in amount  to,  the  securities  sold  short.  Each Fund may
effect a short  sale in  connection  with an  underwriting  in which a Fund is a
participant.


                             MANAGEMENT OF THE TRUST

         Set forth below are the  Trustees  and  officers of the Trust and their
principal  occupations and some of their  affiliations over the last five years.
Unless  otherwise  indicated,  the address  for each  Trustee and officer is 200
Berkeley Street, Boston,  Massachusetts 02116. Each Trustee is also a Trustee of
each of the other Trusts in the  Evergreen  fund complex,  other than  Evergreen
Variable  Trust  of which  Messrs.  Howell,  Salton  and  Scofield  are the only
Trustees.

<TABLE>
<CAPTION>
NAME                                 POSITION WITH TRUST             PRINCIPAL OCCUPATIONS FOR LAST FIVE YEARS
- -------------------------------      --------------------------      -------------------------------------------------------------
<S>                                  <C>                             <C>
Laurence B. Ashkin                   Trustee                         Real estate developer and construction consultant;
(DOB: 2/2/28)                                                        and President of Centrum Equities and Centrum
                                                                     Properties, Inc.

Charles A. Austin III                Trustee                         Investment Counselor to Appleton Partners, Inc.;
(DOB: 10/23/34)                                                      and former Managing Director, Seaward
                                                                     Management Corporation (investment advice).

K. Dun Gifford                       Trustee                         Trustee, Treasurer and Chairman of the Finance
 (DOB: 10/12/38)                                                     Committee, Cambridge College; Chairman Emeritus and
                                                                     Director, American Institute of Food and Wine;
                                                                     Chairman and President, Oldways Preservation and
                                                                     Exchange Trust (education); former Chairman of the
                                                                     Board, Director, and Executive Vice President, The
                                                                     London Harness Company; former Managing Partner,
                                                                     Roscommon Capital Corp.; former Chief Executive
                                                                     Officer, Gifford Gifts of Fine Foods; former
                                                                     Chairman, Gifford, Drescher & Associates
                                                                     (environmental consulting); and former Director,
                                                                     Keystone Investments, Inc.

James S. Howell                      Chairman of the                 Former Chairman of the Distribution Foundation for
(DOB: 8/13/24)                       Board of  Trustees              the Carolinas; and former Vice President of Lance
                                                                     Inc. (food manufacturing).


                                                       23602
                                                        12

<PAGE>



NAME                                 POSITION WITH TRUST             PRINCIPAL OCCUPATIONS FOR LAST FIVE YEARS
- -------------------------------      --------------------------      -------------------------------------------------------------
Leroy Keith, Jr.                     Trustee                         Chairman of the Board and Chief Executive Officer,
(DOB: 2/14/39)                                                       Carson Products Company; Director of Phoenix Total
                                                                     Return Fund and Equifax, Inc.; Trustee of Phoenix
                                                                     Series Fund, Phoenix Multi-Portfolio Fund, and The
                                                                     Phoenix Big Edge Series Fund; and former President,
                                                                     Morehouse College.

Gerald M. McDonnell                  Trustee                         Sales Representative with Nucor-Yamoto, Inc. 
(DOB: 7/14/39)                                                       (steel producer). 

Thomas L. McVerry                    Trustee                         Former Vice President and Director of
(DOB: 8/2/39)                                                        Rexham Corporation; and former Director of Carolina 
                                                                     Cooperative Federal Credit Union. 

William Walt Pettit                  Trustee                         Partner in the law firm of William Walt Pettit, P.A. 
(DOB: 8/26/55)                                                       

David M. Richardson                  Trustee                         Vice Chair and former Executive Vice President, 
(DOB: 9/14/41)                                                       DHR  International, Inc. (executive recruitment); former
                                                                     Senior Vice President, Boyden International Inc.
                                                                     (executive recruitment); and Director, Commerce and
                                                                     Industry Association of New Jersey, 411
                                                                     International, Inc., and J&M Cumming Paper Co.
                                                                   
Russell A. Salton, III MD            Trustee                         Medical Director, U.S. Health Care/Aetna Health 
(DOB: 6/2/47)                                                        Services; former Managed Health Care Consultant;
                                                                     and former President, Primary Physician Care.
                                                                     
Michael S. Scofield                  Trustee                         Attorney, Law Offices of Michael S. Scofield. 
(DOB: 2/20/43) 

Richard J. Shima                     Trustee                         Former Chairman, Environmental  Warranty, Inc. 
(DOB: 8/11/39)                                                       (insurance agency); Executive Consultant, Drake Beam Morin, 
                                                                     Inc. (executive outplacement); Director of Connecticut
                                                                     Natural Gas Corporation, Hartford Hospital, Old
                                                                     State House Association, Middlesex Mutual Assurance
                                                                     Company, and Enhance Financial Services, Inc.;
                                                                     Chairman, Board of Trustees, Hartford Graduate
                                                                     Center; Trustee, Greater Hartford YMCA; former
                                                                     Director, Vice Chairman and Chief Investment
                                                                     Officer, The Travelers Corporation; former Trustee,
                                                                     Kingswood-Oxford School; and former Managing
                                                                     Director and Consultant, Russell Miller, Inc.


                                                       23602
                                                        13

<PAGE>



NAME                                 POSITION WITH TRUST             PRINCIPAL OCCUPATIONS FOR LAST FIVE YEARS
- -------------------------------      --------------------------      -------------------------------------------------------------
William J. Tomko*                    President and                   Senior Vice President and Operations Executive,
(DOB:8/30/58)                        Treasurer                       BISYS Fund Services.

Nimish S. Bhatt*                     Vice President and              Vice President, Tax, BISYS Fund Services; former
(DOB: 6/6/63)                        Assistant Treasurer             Assistant Vice President, Evergreen Asset
                                                                     Management Corp./First Union Bank; former Senior
                                                                     Tax Consulting/Acting Manager, Investment
                                                                     Companies Group, Price Waterhouse, LLP, New
                                                                     York.

Bryan Haft*                          Vice President                  Team Leader, Fund Administration, BISYS Fund
(DOB: 1/23/65)                                                       Services

D'Ray Moore*                         Secretary                       Vice President, Client Services, BISYS Fund
(DOB: 3/30/59)                                                       Services
</TABLE>



*Address: BISYS, 3435 Stelzer Road, Columbus, Ohio 43219-8001

         The  officers of the Trust are all officers  and/or  employees of BISYS
Fund Services.

Trustee Compensation

          Listed below is the Trustee  compensation for the twelve-month  period
ended July 31, 1997.


                                COMPENSATION FROM          COMPENSATION FROM  
TRUSTEE                              TRUST              TRUST AND FUND  COMPLEX
- ---------------------           -----------------       -----------------------
Laurence B. Ashkin                  $9,657                     $60,900
Charles A. Austin III                 $811                     $45,700
K. Dun Gifford                        $781                     $42,100
James S. Howell                    $16,807                     $99,210
Leroy Keith Jr.                       $761                     $42,700
Gerald M. McDonnell                $13,996                     $84,250
Thomas L. McVerry                  $16,201                     $89,750
William Walt Pettit                $15,801                     $87,542
David M. Richardson                   $811                     $45,700
Russell A. Salton, III             $15,705                     $90,406     
Michael S. Scofield                $14,941                     $91,606     
Richard J. Shima                    $3,772                     $63,825     
                                                        14

<PAGE>



                           PRINCIPAL HOLDERS OF FUND SHARES

         As of the date of this SAI,  the  officers  and  Trustees  of the Trust
owned as a group less than 1% of the outstanding of any class of each Fund.

         Set forth below is information with respect to each person who, to each
Fund's knowledge,  owned  beneficially or of record more than 5% of a class of a
Fund's outstanding shares as of February 28, 1998.


BLUE CHIP CLASS A
None


BLUE CHIP CLASS B
MLPF&S For the Sole Benefit              9.712%
of its Customers
Attn: Fund Administration
4800 Deer Lake Dr. E 3rd Floor
Jacksonville, FL 32246-6468

BLUE CHIP CLASS C
DONALD C. MOORE AND                      55.982%
JUNE I. MOORE JTTEN
649 LAKE WORTH CIRCLE
HEATHROW, FL 32746-2429


First Trust Corp TTEE                    38.819%
U/A DTD 1/10/94
Julia E. Welch IRA
A/C #617143-0001
PO Box 173301
Denver, CO 80217-3301





                                                        15

<PAGE>




GROWTH/INCOME CLASS A
NONE



GROWTH/INCOME CLASS B
NONE

GROWTH/INCOME CLASS C
MLPF&S FOR THE SOLE BENEFIT              23.228%
OF ITS CUSTOMERS
ATTN: FUND ADMINISTRATION
4800 DEER LAKE DR. E 3RD FLOOR
JACKSONVILLE, FL 32246-6484


GROWTH/INCOME CLASS Y
FIRST UNION NATIONAL BANK/EB/INT         50.581%
REINVEST ACCOUNT
ATTN: TRUST OPERATIONS FUND GROUP
401 S TRYON ST., 3RD FL CMG 1151
CHARLOTTE, NC 28202-1911


FIRST UNION NATIONAL BANK/EB/INT         26.579%
CASH ACCOUNT
ATTN: TRUST OPERATIONS FUND GROUP
401 S TRYON ST., 3RD FL CMG 1151
CHARLOTTE, NC 28202-1911


INCOME/GROWTH CLASS A
NONE


INCOME/GROWTH CLASS B
NONE


                                                        16

<PAGE>


INCOME/GROWTH CLASS C
MLPF&S FOR THE SOLE BENEFIT              7.133%
OF ITS CUSTOMERS
ATTN: FUND ADMINISTRATION
4800 DEER LAKE DR. E 3RD FLOOR
JACKSONVILLE, FL 32246-6484


FUBS & CO. FEBO                          6.266%
LAST STOP INC.
8661 COLESVILLE RD #D149
SILVER SPRING, MD  20910-3933


FIRST UNION NATL BANK-FL/C/F, INC.       5.35%
FRED W. COOKSON IRA
6704 WILLOW LN BRADEN WOODS
BRADENTON, FL 34202-9632

INCOME/GROWTH CLASS Y
NONE


SMALL CAP CLASS A
MLPF&S FOR THE SOLE BENEFIT              5.681%
OF ITS CUSTOMERS
ATTN: FUND ADMINISTRATION
4800 DEER LAKE DR. E 3RD FLOOR
JACKSONVILLE, FL 32246-6468


SMALL CAP CLASS B
MLPF&S FOR THE SOLE BENEFIT              10.990%
OF ITS CUSTOMERS
ATTN: FUND ADMINISTRATION
4800 DEER LAKE DR E 3RD FLOOR
JACKSONVILLE, FL 32246-6468


                                                        17

<PAGE>


SMALL CAP CLASS C
MLPF&S FOR THE SOLE BENEFIT              27.347%
OF ITS CUSTOMERS
ATTN: FUND ADMINISTRATION
4800 DEER LAKE DR. E 3RD FLOOR
JACKSONVILLE, FL 32246-6484

SMALL CAP CLASS Y
FIRST UNION NATIONAL BANK/EB/INT         56.008%
CASH ACCOUNT
ATTN: TRUST OPERATIONS FUND GROUP
401 S. TRYON ST, 3RD FL CMG 1151
CHARLOTTE, NC 28202-1191

FIRST NATIONAL BANK/EB/INT               23.473%
REINVEST ACCOUNT
ATTN: TRUST OPERATIONS FUND GROUP
401 S. TRYON ST 3RD FLR CMG 1151
CHARLOTTE, NC 28202-1911

CITIBANK, NA                             6.876%
DELTA AIRLINES MASTER TRUST 308235
JOE VILLELLA CITICORP SERVICES
1410 N WESTSHORE BLVD., FLOOR 5
TAMPA, FL 33607-4519

TOTAL RETURN CLASS A
MLPF&S FOR SOLE BENEFIT                  6.075%
OF ITS CUSTOMERS
ATTN: FUND ADMINISTRATION
4800 DEER LAKE DR E 3RD FLOOR
JACKSONVILLE, FL 32246-6484


TOTAL RETURN CLASS B
MLPF&S FOR SOLE BENEFIT                  9.895%
OF ITS CUSTOMERS
ATTN: FUND ADMINISTRATION
4800 DEER LAKE DR E 3RD FLOOR
JACKSONVILLE, FL 32246-6484



                                                        18

<PAGE>


TOTAL RETURN CLASS C
LAVEDNA ELLINGSON                        13.982%
DOUGLAS ELLINGSON TTEES
LAVEDNA ELLINGSON MARITAL TRUST
U/A DTD 5/1/86
8510 MCCLINTOCK
TEMPE, AZ 85284-2527

MLPF&S FOR SOLE BENEFIT                  11.370%
OF ITS CUSTOMERS
ATTN: FUND ADMINISTRATION
4800 DEER LAKE DRIVE E 3RD FLOOR
JACKSONVILLE, FL 32246-6468


TOTAL RETURN CLASS Y
SSB Cust IRA Rollover                    63.126%
Gail L. Gulbenkian
3768 McCoy Road
Blacksburg, VA 24060-0652

STATE STREET BANK & TRUST CO CUST        23.859%
IRA FBO
KATHERINE ANN MEWHINNEY
2323 FAIRWAY DRIVE
WINSTON SALEM, NC 27103-3653


UTILITY CLASS A
NONE


UTILITY CLASS B
NONE


                                                        19

<PAGE>


UTILITY CLASS C
FUBS & CO FEBO                           19.699%
ELSIE B. STROM
LEWIS F. STROM
906 WELLS STREET
BENNETTSVILLE, SC 29512-3240

FUBS & CO FEBO                           6.725%
THOMAS MCKINNEY AND
LOTTIE MCKINNEY
170 SCOTT BLVD
TYRONE, GA 30290-9767

FIRST UNION BROKERAGE SERVICES           6.413%
MAX RAY AND
JERALYNE RAY JTWROS
A/C 6993-2676
ROUTE 2 BOX 498
GREENMOUNTAIN, NC 28740-9209

FUBS & CO FEBO                           5.527%
EVELYN L. SMITH
CREG SMITH
3294 MYRTLE STREET
HAPEVILLE, GA 30354-1418


UTILITY CLASS Y
FIRST UNION NATIONAL BANK                61.639%
TRUST ACCOUNTS
ATTN: GINNY BATTEN
11TH FLOOR CMG-1151
301 S TRYON STREET
CHARLOTTE, NC 28288-0002

FIRST UNION NATIONAL BANK                18.724%
TRUST ACCOUNTS
ATTN: GINNY BATTEN
11TH FLOOR, CMG-1151
301 S TRYON STREET
CHARLOTTE, NC 28288-0002

KHALID IQBAL C/F                         5.198%
FATIMA KHALID IQBAL
UNIF GIFT MIN ACCOUNT KY
401 BOGLE STREET
SOMERSET, KY 42503-2870

                                                        20

<PAGE>


VALUE CLASS A
NONE


VALUE CLASS B
NONE


VALUE CLASS C
NONE


VALUE CLASS Y
FIRST UNION NATIONAL BANK                69.819%
TRUST ACCOUNTS
ATTN: GINNY BATTEN
CMG-1151 11TH FLOOR
301 S TRYON STREET
CHARLOTTE, NC 28288-0002

FIRST UNION NATIONAL BANK                23.262%
TRUST ACCOUNTS
ATTN: GINNY BATTEN
11TH FLOOR CMG-1151
301 S TRYON STREET
CHARLOTTE, NC 28288-0002




                       INVESTMENT ADVISORY AND OTHER SERVICES

INVESTMENT ADVISER

         Each Fund has its own investment adviser (the "Adviser").  Each Adviser
is a  subsidiary  of First Union  Corporation  ("First  Union"),  a bank holding
company  headquartered  at 201 South College Street,  Charlotte,  North Carolina
28288-0630.  First Union and its subsidiaries provide a broad range of financial
services to individuals and businesses throughout the United States.

         Some  of  the  Funds   also   have  an   investment   subadviser   (the
"Subadviser").  Each Fund's  Adviser  and, if  applicable,  its  Subadviser,  is
discussed below, including a description of fees.






                                                        21

<PAGE>



Blue Chip

         Keystone  Investment  Management  Company  ("Keystone"),  200  Berkeley
Street,  Boston,  Massachusetts  02116, is the Adviser to Blue Chip,  which pays
Keystone  an annual  percentage  of the  Fund's  average  daily net  assets,  as
follows:  0.70% of the first $100 million; 0.65% of the next $100 million; 0.60%
of the next $100 million; 0.55% of the next $100 million; 0.50% of the next $100
million;  0.45% of the next $500 million;  0.40% of the next $500 million;  plus
0.35% of amounts over $1.5 billion.

Growth/Income, Income/Growth and Small Cap

         Evergreen Asset Management Corp.  ("Evergreen Asset"), 2500 Westchester
Avenue, Purchase, New York 10577, is the Adviser to Growth/Income, Income/Growth
and Small Cap, each of which pays  Evergreen  Asset an annual  percentage of its
average daily net assets, as follows:  1.00% of the first $750 million; 0.90% of
the next $250 million;  and 0.80% of amounts over $1 billion.  Lieber & Company,
2500  Westchester  Avenue,  Purchase,  New  York  10577,  is the  Subadviser  to
Growth/Income,  Income/Growth  and Small Cap.  Lieber & Company is reimbursed by
Evergreen  Asset for the  direct and  indirect  costs of  providing  subadvisory
services to each Fund.

Total Return

         Keystone is the Adviser to Total Return,  which pays Keystone an annual
fee equal to 1.5% of the Fund's  gross  dividend  and  interest  income  plus an
annual percentage of the Fund's average daily net assets,  as follows:  0.60% of
the first $100 million;  0.55% of the next $100 million;  0.50% of the next $100
million;  0.45% of the next $100 million;  0.40% of the next $100 million; 0.35%
of the next $500 million; plus 0.30% of amounts over $1 billion.

Utility and Value

         The Capital Management Group of First Union National Bank (FUNB) is the
Adviser  to Utility  and  Value,  each of which pays FUNB an annual fee equal to
0.50% of the Fund's average daily net assets.

INVESTMENT ADVISORY AGREEMENTS

         On  behalf  of  each  if its  Funds,  the  Trust  has  entered  into an
investment  advisory  agreement with the Adviser (the  "Advisory  Agreements") .
Under the Advisory  Agreements,  and subject to the  supervision  of the Trust's
Board of Trustees,  the Adviser  furnishes to the  appropriate  Fund  investment
advisory,   management  and  administrative  services,  office  facilities,  and
equipment in  connection  with its services  for  managing  the  investment  and
reinvestment  of the Fund's  assets.  The Adviser  pays for all of the  expenses
incurred in connection  with the  provision of its services.  Each Fund pays for
all charges and  expenses,  other than those  specifically  referred to as being
borne by the Adviser,  including,  but not limited to, (1) custodian charges and
expenses; (2) bookkeeping and auditors' charges and expenses; (3) transfer agent
charges  and  expenses;  (4) fees and  expenses  of  Independent  Trustees;  (5)
brokerage commissions, brokers' fees and expenses; (6) issue and transfer taxes;
(7) costs and expenses under the Distribution Plan (as applicable) (8) taxes and
trust fees payable to governmental agencies; (9) the cost of share certificates;
(10) fees and expenses of the  registration  and  qualification of such Fund and
its shares with the Securities and Exchange Commission ("SEC") or under state or
other securities


                                                        22

<PAGE>



laws;  (11)  expenses of  preparing,  printing and mailing  prospectuses,  SAIs,
notices, reports and proxy materials to shareholders of each Fund; (12) expenses
of  shareholders'  and  Trustees'  meetings;  (13) charges and expenses of legal
counsel for each Fund and for the  Independent  Trustees of the Trust on matters
relating  to such Fund;  (14)  charges and  expenses of filing  annual and other
reports with the SEC and other  authorities;  and all extraordinary  charges and
expenses of such Fund. (See also the section entitled "Financial Information.")

         Each  Advisory  Agreement  continues  in effect  for two years from its
effective  date and,  thereafter,  from year to year only if  approved  at least
annually  by the Board of  Trustees  of the Trust or by a vote of a majority  of
each  Fund's  outstanding  shares.  In either  case,  the terms of the  Advisory
Agreement and continuance  thereof must be approved by the vote of a majority of
the Independent  Trustees (Trustees who are not interested persons of a Fund, as
defined in the 1940 Act) cast in person at a meeting  called for the  purpose of
voting on such approval.  The Advisory  Agreements  may be  terminated,  without
penalty,  on 60 days'  written  notice by the Trust's  Board of Trustees or by a
vote of a majority of outstanding shares. Each Advisory Agreement will terminate
automatically upon its "assignment" as that term is defined in the 1940 Act.

Transactions Among Advisory Affiliates

         The Trust has adopted procedures pursuant to Rule 17a-7 of the 1940 Act
("Rule 17a-7  Procedures").  The Rule 17a-7  Procedures  permit a Fund to buy or
sell securities from another  investment company for which a subsidiary of First
Union is an investment  adviser.  The Rule 17a-7 Procedures also allow the Funds
to buy or sell securities  from other advisory  clients for whom a subsidiary of
First Union is an investment  adviser.  The Funds may engage in such transaction
if they are equitable to each participant and consistent with each participant's
investment objective.

DISTRIBUTOR

         Evergreen  Distributor,  Inc.  (the  "Distributor")  markets  the Funds
through broker-dealers and other financial  representatives.  Its address is 125
W. 55th Street, New York, NY 10019.



DISTRIBUTION PLANS AND AGREEMENTS

         Distribution  fees are accrued daily and paid monthly on Class A, Class
B and  Class C  shares  and are  charged  as class  expenses,  as  accrued.  The
distribution fees attributable to the Class B and Class C shares are designed to
permit an investor to purchase such shares  through  broker-dealers  without the
assessment of a front-end  sales charge,  while at the same time  permitting the
Distributor  to compensate  broker-dealers  in connection  with the sale of such
shares.  In this regard,  the purpose and  function of the  combined  contingent
deferred  sales charge and  distribution  services fee on the Class B shares are
the  same as those of the  front-end  sales  charge  and  distribution  fee with
respect  to the  Class A shares in that in each  case the  sales  charge  and/or
distribution  fee provide for the  financing of the  distribution  of the Fund's
shares.

         Under the Rule 12b-1  Distribution Plans that have been adopted by each
Fund with  respect  to each of its Class A,  Class B and Class C shares  (each a
"Plan" and  collectively,  the "Plans"),  the Treasurer of the Trust reports the
amounts  expended  under the Plans for each Fund and the purposes for which such
expenditures were made to the Trustees of the Trust for their review on


                                                        23

<PAGE>



a quarterly basis. Also, each Plan provides that the selection and nomination of
the disinterested Trustees are committed to the discretion of such disinterested
Trustees then in office.

         The  Adviser  may from time to time  from its own  funds or such  other
resources as may be permitted by rules of the SEC make payments for distribution
services  to the  Distributor;  the  latter  may in turn pay part or all of such
compensation to brokers or other persons for their distribution assistance.

         Each Plan and  Distribution  Agreement  will  continue  in  effect  for
successive  twelve-month  periods  provided,  however,  that such continuance is
specifically  approved at least annually by the Trustees of the Trust or by vote
of the holders of a majority of the outstanding  voting securities of that class
and, in either case, by a majority of the Independent  Trustees of the Trust who
have no direct or indirect  financial  interest in the  operation of the Plan or
any agreement related thereto.

         The  Plans  permit  the  payment  of fees to  brokers  and  others  for
distribution   and   shareholder-related    administrative   services   and   to
broker-dealers,    depository   institutions,   financial   intermediaries   and
administrators  for  administrative  services as to Class A, Class B and Class C
shares. The Plans are designed to (i) stimulate brokers to provide  distribution
and administrative support services to each Fund and holders of Class A, Class B
and Class C shares and (ii) stimulate  administrators  to render  administrative
support services to the Fund and holders of Class A, Class B and Class C shares.
The  administrative  services are provided by a representative who has knowledge
of the shareholder's  particular  circumstances and goals, and include,  but are
not limited to providing  office space,  equipment,  telephone  facilities,  and
various personnel including clerical, supervisory, and computer, as necessary or
beneficial  to  establish  and  maintain   shareholder   accounts  and  records;
processing  purchase and redemption  transactions  and automatic  investments of
client account cash balances; answering routine client inquiries regarding Class
A, Class B and Class C shares;  assisting  clients in changing dividend options,
account  designations,  and addresses;  and providing such other services as the
Fund reasonably requests for its Class A, Class B and Class C shares.

         FUNB or its affiliates may finance the payments made by the Distributor
to compensate broker-dealers or other persons for distributing shares of a Fund.

         In the event that a Plan or Distribution Agreement is terminated or not
continued  with  respect to one or more classes of a Fund,  (i) no  distribution
fees (other than current  amounts accrued but not yet paid) would be owed by the
Fund to the Distributor with respect to that class or classes, and (ii) the Fund
would not be obligated to pay the Distributor for any amounts expended under the
Distribution   Agreement  not  previously  recovered  by  the  Distributor  from
distribution services fees in respect of shares of such class or classes through
deferred sales charges.

         All material  amendments to any Plan or Distribution  Agreement must be
approved  by a vote of the  Trustees  of the Trust or the  holders of the Fund's
outstanding voting  securities,  voting separately by class, and in either case,
by a majority of the disinterested  Trustees, cast in person at a meeting called
for the  purpose  of  voting  on such  approval;  and any  Plan or  Distribution
Agreement  may not be amended in order to increase  materially  the costs that a
particular  class  of  shares  of a  Fund  may  bear  pursuant  to the  Plan  or
Distribution  Agreement without the approval of a majority of the holders of the
outstanding  voting  shares  of the  Class  affected.  Any Plan or  Distribution
Agreement  may be  terminated  (i) by a Fund  without  penalty  at any time by a
majority vote of the holders of the outstanding  voting  securities of the Fund,
voting separately by class or by a majority vote of the disinterested  Trustees,
or (ii) by the


                                                        24

<PAGE>



Distributor.  To terminate any Distribution  Agreement,  any party must give the
other parties 60 days' written  notice;  to terminate a Plan only, the Fund need
give no notice to the  Distributor.  Any  Distribution  Agreement will terminate
automatically  in the event of its  assignment.  (See also the section  entitled
"Financial Information.")

ADDITIONAL SERVICE PROVIDERS

Administrator

         Evergreen Investment Services,  Inc. ("EIS") serves as administrator to
Utility and Value,  subject to the  supervision and control of the Trust's Board
of Trustees. EIS provides each Fund with facilities, equipment and personnel and
is  entitled  to  receive a fee from the Fund  based on the total  assets of all
mutual  funds  advised by First Union  subsidiaries,  as follows:  0.060% of the
first $7 billion;  0.425% of the next $3 billion; 0.035% of the next $5 billion;
0.025% of the next $10  billion;  0.019% of the next $5  billion  and  0.014% of
amounts over $30 billion.

Transfer Agent

         Evergreen Service Company ("ESC"),  a subsidiary of First Union, is the
Funds'  transfer  agent.  The  transfer  agent issues and redeems  shares,  pays
dividends  and  performs  other duties in  connection  with the  maintenance  of
shareholder  accounts.  The  transfer  agent's  address  is  Box  2121,  Boston,
Massachusetts 02106-2121.

Independent Auditors

         KPMG Peat  Marwick LLP, 99 High Street,  Boston,  Massachusetts  02110,
audits the annual financial statements of Global  Opportunities,  Latin America,
Natural Resources, Precious Metals and International Growth.

         Price Waterhouse LLP, 1177 Avenue of the Americas,  New York, New York,
10036,  audits the annual  financial  statements  of  Emerging  Markets,  Global
Leaders and International Equity.

Custodian

         State Street Bank and Trust Company is the Funds'  custodian.  The bank
keeps  custody of each Fund's  securities  and cash and performs  other  related
duties. The custodian's  address is 225 Franklin Street,  Boston,  Massachusetts
02110.

Legal Counsel

         Sullivan &  Worcester  LLP  provides  legal  advice to the  Funds.  Its
address is 1025 Connecticut Avenue, N.W., Washington, D.C. 20036.


                                BROKERAGE

         Due to regulatory  developments  affecting the securities exchanges and
brokerage  practices,  the Board of Trustees may modify or eliminate  any of the
following policies.



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<PAGE>



BROKERAGE COMMISSIONS

         Generally, each Fund expects to purchase and sell its equity securities
through brokerage transactions for which commissions are payable. Purchases from
underwriters  will  include  the  underwriting  commission  or  concession,  and
purchases from dealers serving as market makers will include a dealer's  mark-up
or  reflect  a  dealer's   mark-down.   Where   transactions  are  made  in  the
over-the-counter  market,  each Fund will deal with primary market makers unless
more favorable prices are otherwise obtainable.

         Each Fund expects to buy and sell its fixed income securities  directly
from the issuer or an underwriter or market maker for the securities. Generally,
each Fund will not pay brokerage  commissions  for such  purchases.  When a Fund
buys a security from an underwriter,  the purchase price will usually include an
underwriting commission or concession.  The purchase price for securities bought
from dealers  serving as market makers will similarly  include the dealer's mark
up or reflect a dealer's  mark down.  When a Fund executes  transactions  in the
over-the-counter  market,  it will deal with primary  market  makers unless more
favorable prices are otherwise obtainable.

SELECTION OF BROKERS

         When  buying and  selling  portfolio  securities,  each  Adviser  seeks
brokers who can provide the most  benefit to the Fund or Funds for which a trade
is being made.  When selecting a broker,  an Advisor will primarily look for the
best price at the lowest commission, but in the context of the broker's:

         1.       ability to provide the best net financial result to the Fund;
         2.       efficiency in handling trades;
         3.       ability to trade large blocks of securities;
         4.       readiness to handle difficult trades;
         5.       financial strength and stability; and
         6.       provision of "research services," defined as (a) reports and
                  analyses concerning issuers, industries, securities and
                  economic factors and (b) other information useful in making 
                  investment decisions.

         Under  each  Advisory  Agreement,  each Fund may pay  higher  brokerage
commissions to a broker providing it with research services,  as defined in item
6, above. Pursuant to Section 28(e) of the Securities Exchange Act of 1934, this
practice  is  permitted  if the  commission  is  reasonable  in  relation to the
brokerage and research services provided. Research services provided by a broker
to an  Adviser  do not  replace,  but  supplement,  the  services  an Adviser is
required to deliver to a Fund under the Advisory Agreement.  It is impracticable
for an Adviser to allocate  the cost,  value and  specific  application  of such
research  services among its clients because research  services intended for one
client may indirectly benefit another.

         When  selecting  a broker for  portfolio  trades,  an Adviser  may also
consider  the  amount of Fund  shares a broker  has sold,  subject  to the other
requirements described above.

         Lieber & Company,  an affiliate of Evergreen  Asset and a member of the
New York and American Stock  Exchanges,  will to the extent  practicable  effect
substantially  all of the portfolio  transactions for Global Leaders effected on
those exchanges.




                                                        26

<PAGE>



SIMULTANEOUS TRANSACTIONS

         Each Adviser makes investment  decisions for each Fund independently of
decisions  made for its other  clients.  When a  security  is  suitable  for the
investment  objective of more than one client,  it may be prudent for an Adviser
to engage in a simultaneous transaction,  that is, buy or sell the same security
for more than one client.  Each Adviser strives for an equitable  result in such
transactions  by using an allocation  formula.  The high volume involved in some
simultaneous  transactions  can  result in greater  value to the Funds,  but the
ideal price or trading volume may not always be achieved for an individual Fund.


                            TRUST ORGANIZATION


FORM OF ORGANIZATION

         Each Fund is a series of an  open-end  management  investment  company,
known as  "Evergreen  Equity  Trust"  (the  "Trust").  The Trust was formed as a
Delaware  business trust on September 17, 1997 (the  "Declaration of Trust").  A
copy  of the  Declaration  of  Trust  is on file as an  exhibit  to the  Trust's
Registration  Statement,  of which this SAI is a part. This summary is qualified
in its entirety by reference to the Declaration of Trust.

DESCRIPTION OF SHARES

         The Declaration of Trust authorizes the issuance of an unlimited number
of shares of beneficial  interest of series and classes of shares. Each share of
each Fund  represents an equal  proportionate  interest with each other share of
that series and/or class.  Upon  liquidation,  shares are entitled to a pro rata
share of the Trust based on the relative net assets of each series and/or class.
Shareholders have no preemptive or conversion rights.  Shares are redeemable and
transferable.

VOTING RIGHTS

         Under the terms of the Declaration of Trust,  the Trust is not required
to hold annual meetings. At meetings called for the initial election of Trustees
or to consider other matters, each share is entitled to one vote for each dollar
of net asset value  applicable to such share.  Shares generally vote together as
one class on all  matters.  Classes  of shares  of each Fund have  equal  voting
rights.  No amendment  may be made to the  Declaration  of Trust that  adversely
affects  any class of shares  without  the  approval  of a majority of the votes
applicable  to the  shares of that  class.  Shares  have  non-cumulative  voting
rights, which means that the holders of more than 50% of the votes applicable to
shares  voting for the election of Trustees can elect 100% of the Trustees to be
elected at a meeting  and, in such event,  the holders of the  remaining  50% or
less of the shares voting will not be able to elect any Trustees.

         After the initial meeting as described  above,  no further  meetings of
shareholders for the purpose of electing  Trustees will be held, unless required
by law,  unless  and until  such time as less than a  majority  of the  Trustees
holding  office have been elected by  shareholders,  at which time, the Trustees
then in office will call a shareholders' meeting for the election of Trustees.




                                                        27

<PAGE>



LIMITATION OF TRUSTEES' LIABILITY

         The Declaration of Trust provides that a Trustee will not be liable for
errors of judgment or mistakes of fact or law, but nothing in the Declaration of
Trust  protects a Trustee  against any liability to which he would  otherwise be
subject  by reason of  willful  misfeasance,  bad  faith,  gross  negligence  or
reckless disregard of his duties involved in the conduct of his office.



                       PURCHASE, REDEMPTION AND PRICING OF SHARES

HOW THE FUNDS OFFER SHARES TO THE PUBLIC

         You may buy shares of a Fund  through the  Distributor,  broker-dealers
that have entered into special  agreements with the Distributor or certain other
financial  institutions.  Each Fund  offers up to four  classes  of shares  that
differ primarily with respect to sales charges and distribution fees.  Depending
upon the class of shares,  you will pay an initial  sales  charge when you buy a
Fund's shares,  a contingent  deferred sales charge (a "CDSC") when you redeem a
Fund's shares or no sales charges at all.


Class A Shares

         With certain exceptions,  when you purchase Class A shares you will pay
a maximum  sales charge equal to 4.75% of the offering  price.  (The  prospectus
contains a complete table of applicable  sales charges and a discussion of sales
charge  reductions or waivers that may apply to purchases.  See also the section
in this SAI  entitled  "Financial  Information"  for an example of the method of
computing the offering  price of Class A shares.) If you purchase Class A shares
in the amount of $1 million or more,  without an initial sales charge, the Funds
will charge a CDSC of 1.00% if you redeem  during the month of your purchase and
the  12-month  period  following  the month of your  purchase  (see  "Contingent
Deferred Sales Charge", below).

Class B Shares

         The Funds offer  Class B shares at net asset  value  without an initial
sales charge. With certain exceptions,  however, the Funds will charge a CDSC on
shares  you  redeem  within 72  months  after  the  month of your  purchase,  in
accordance with the following schedule:

    REDEMPTION TIMING                                             CDSC RATE
    Month of purchase and the first twelve-month
             period following the month of purchase..................5.00%
    Second twelve-month period following the month of purchase.......4.00%
    Third twelve-month period following the month of purchase........3.00%
    Fourth twelve-month period following the month of purchase.......3.00%
    Fifth twelve-month period following the month of purchase........2.00%
    Sixth twelve-month period following the month of purchase........1.00%
    Thereafter.......................................................0.00%

         Class B shares  that have been  outstanding  for seven  years after the
month of purchase will


                                                        28

<PAGE>



automatically  convert to Class A shares without imposition of a front-end sales
charge or  exchange  fee.  (Conversion  of Class B shares  represented  by stock
certificates will require the return of the stock certificate to ESC.)

Class C Shares

         Class C shares  are  available  only  through  broker-dealers  who have
entered into special  distribution  agreements with the  Distributor.  The Funds
offer Class C shares at net asset value without an initial  sales  charge.  With
certain exceptions, however, the Funds will charge a CDSC of 1.00% on shares you
redeem  within  12-months  after the  month of your  purchase.  See  "Contingent
Deferred Sales Charge" below.


Class Y Shares

         No CDSC is imposed on the redemption of Class Y shares.  Class Y shares
are not offered to the general  public and are available only to (1) persons who
at or prior to  December  31,  1994  owned  shares in a mutual  fund  advised by
Evergreen Asset, (2) certain institutional investors and (3) investment advisory
clients of FUNB, Evergreen Asset, Keystone, or their affiliates.  Class Y shares
are offered at net asset value without a front-end or back-end  sales charge and
do not bear any Rule 12b-1 distribution expenses.

CONTINGENT DEFERRED SALES CHARGE

         The Funds charge a CDSC as reimbursement for certain expenses,  such as
commissions or shareholder  servicing  fees,  that it has incurred in connection
with the sale of its shares (see "Distribution Plans and Agreements," above). If
imposed,  the Funds  deduct  the CDSC  from the  redemption  proceeds  you would
otherwise  receive.  The CDSC is a percentage of the lesser of (1) the net asset
value of the shares at the time of redemption or (2) the shareholder's  original
net  cost for such  shares.  Upon  request  for  redemption,  to keep the CDSC a
shareholder must pay as low as possible, a Fund will first seek to redeem shares
not subject to the CDSC and/or shares held the longest,  in that order. The CDSC
on any  redemption  is, to the extent  permitted by the National  Association of
Securities Dealers, Inc. ("NASD"), paid to the Distributor or its predecessor.

SALES CHARGE WAIVERS OR REDUCTIONS

Reducing Class A Front-end Loads

         With a larger  purchase,  there are  several  ways that you can combine
multiple  purchases of Class A shares in Evergreen  funds and take  advantage of
lower sales charges.

Combined Purchases

         You can reduce  your sales  charge by  combining  purchases  of Class A
shares of multiple Evergreen funds. For example, if you invested $75,000 in each
of two  different  Evergreen  funds,  you  would pay a sales  charge  based on a
$150,000 purchase (i.e., 3.75% of the offering price, rather than 4.75%).




                                                        29

<PAGE>



Rights of Accumulation

         You can reduce your sales  charge by adding the value of Class A shares
of  Evergreen  funds  you  already  own to the  amount  of  your  next  Class  A
investment.  For  example,  if you hold  Class A shares  valued at  $99,999  and
purchase an additional $5,000, the sales charge for the $5,000 purchase would be
at the next lower sales charge of 3.75%, rather than 4.75%.

Letter of Intent

         You  can,  by  completing  the  "Letter  of  Intent"   section  of  the
application, purchase Class A shares over a 13-month period and receive the same
sales  charge as if you had  invested  all the money at once.  All  purchases of
Class A shares of an Evergreen  fund during the period will qualify as Letter of
Intent purchases.

Waiver of Initial Sales Charges

         The Funds may sell their  shares at net asset value  without an initial
sales charge to:

         1.       purchases of shares in the amount of $1 million or more;

         2.       a corporate or certain other  qualified  retirement  plan or a
                  non-qualified  deferred  compensation  plan  or a  Title 1 tax
                  sheltered  annuity or TSA plan  sponsored  by an  organization
                  having 100 or more eligible employees (a "Qualifying Plan") or
                  a TSA plan  sponsored by a public  educational  entity  having
                  5,000 or more eligible employees (an "Educational TSA Plan");

         3.       institutional   investors,   which  may  include   bank  trust
                  departments and registered investment advisers;

         4.       investment  advisers,  consultants  or financial  planners who
                  place  trades for their own  accounts or the accounts of their
                  clients and who charge such clients a management,  consulting,
                  advisory or other fee;

         5.       clients of investment advisers or financial planners who place
                  trades for their own  accounts if the  accounts  are linked to
                  master  account  of  such  investment  advisers  or  financial
                  planners on the books of the broker-dealer through whom shares
                  are purchased;

         6.       institutional clients of broker-dealers,  including retirement
                  and  deferred  compensation  plans and the trusts used to fund
                  these  plans,  which place trades  through an omnibus  account
                  maintained with a Fund by the broker-dealer;

         7.       employees  of  FUNB,  its  affiliates,  the  Distributor,  any
                  broker-dealer  with whom the  Distributor  has entered into an
                  agreement  to sell  shares of the  Funds,  and  members of the
                  immediate families of such employees;

         8.       certain  Directors,  Trustees,  officers and  employees of the
                  Evergreen  funds,  the Distributor or their  affiliates and to
                  the immediate families of such persons; or

         9.       a bank or trust company in a single account in the name of 
                  such bank or trust


                                                        30

<PAGE>



                  company  as  trustee  if  the  initial  investment  in or  any
                  Evergreen  fund  made  pursuant  to this  waiver  is at  least
                  $500,000 and any commission  paid at the time of such purchase
                  is not more than 1% of the amount invested.

         With respect to items 8 and 9 above, each Fund will only sell shares to
these parties upon the  purchasers  written  assurance  that the purchase is for
their  personal  investment  purposes only.  Such  purchasers may not resell the
securities except through  redemption by the Fund. The Funds will not charge any
CDSC on redemptions by such purchasers.

Waiver of CDSCS

         The  Funds do not  impose  a CDSC  when the  shares  you are  redeeming
represent:

         1.       an  increase  in the  share  value  above the net cost of such
                  shares;

         2.       certain  shares for which the Fund did not pay a commission on
                  issuance,  including shares acquired  through  reinvestment of
                  dividend income and capital gains distributions;

         3.       shares that are in the accounts of a shareholder  who has died
                  or become disabled;

         4.       a lump-sum  distribution  from a 401(k) plan or other  benefit
                  plan qualified under the Employee  Retirement  Income Security
                  Act of 1974 ("ERISA");

         5.       an automatic  withdrawal  from the ERISA plan of a shareholder
                  who is a least 59 1/2 years old;

         6.       shares in an account  that we have closed  because the account
                  has an aggregate net asset value of less than $1,000;

         7.       an automatic  withdrawal under an Systematic Income Plan of up
                  to 1.0% per month of your initial account balance;

         8.       a withdrawal consisting of loan proceeds to a retirement plan
                  participant;

         9.       financial hardship withdrawals made by a retirement plan 
                  participant;

         10.      a withdrawal  consisting of returns of excess contributions or
                  excess deferral amounts made to a retirement plan; or

         11.      a redemption by an individual participant in a Qualifying Plan
                  that purchased Class C shares (this waiver is not available in
                  the event a Qualifying Plan, as a whole, redeems substantially
                  all of its assets).



EXCHANGES

         Investors may exchange shares of a Fund for shares of the same class of
any other Evergreen fund, as described under the section entitled "Exchanges" in
the prospectus.  Before you make an exchange,  you should read the prospectus of
the Evergreen fund into which you want to


                                                        31

<PAGE>



exchange.  The Trust's  Board of Trustees reserves the right to discontinue,
alter or  limit  the exchange privilege at any time.


CALCULATION OF NET ASSET VALUE PER SHARE ("NAV")

         Each Fund  computes  its NAV once daily on Monday  through  Friday,  as
described  in the  prospectus.  A Fund will not  compute  its NAV on the day the
following  legal holidays are observed:  New Year's Day, Martin Luther King, Jr.
Day,  Presidents' Day, Good Friday,  Memorial Day,  Independence Day, Labor Day,
Thanksgiving Day and Christmas Day.

         The NAV of each class of shares of a Fund is calculated by dividing the
value of a Fund's  net  assets  attributable  to that class by the number of all
shares issued for that class.

VALUATION OF PORTFOLIO SECURITIES

         Current  values for a Fund's  portfolio  securities  are  determined as
follows:

         (1) Securities that are traded on an established securities exchange or
         the  over-the-counter  National Market System ("NMS") are valued on the
         basis of the last sales price on the exchange where primarily traded or
         on the NMS prior to the time of the valuation, provided that a sale has
         occurred.

         (2) Securities traded on an established  securities  exchange or in the
         over-the-counter  market  for  which  there  has been no sale and other
         securities traded in the over-the-counter market are valued at the mean
         of the bid and asked prices at the time of valuation.

         (3) Short-term  investments maturing in more than sixty days, for which
         market quotations are readily  available,  are valued at current market
         value.

         (4) Short-term investments maturing in sixty days or less are valued at
         amortized cost, which approximates market.

         (5)  Securities,  including  restricted  securities,  for which  market
         quotations are not readily available; listed securities or those on NMS
         if,  in a Fund's  opinion,  the last  sales  price  does not  reflect a
         current  market value;  and other assets are valued at prices deemed in
         good  faith to be fair  under  procedures  established  by the Board of
         Trustees.

SHAREHOLDER SERVICES

         As  described in the  prospectus,  a  shareholder  may elect to receive
their  dividends  and capital  grains  distributions  in cash instead of shares.
However, ESC will automatically  convert a shareholder's  distribution option so
that the  shareholder  reinvests all dividends and  distributions  in additional
shares  when it learns  that the postal or other  delivery  service is unable to
deliver  checks or transaction  confirmations  to the  shareholder's  address of
record. The Funds will hold the returned  distribution or redemption proceeds in
a non  interest-bearing  account in the shareholder's name until the shareholder
updates  their  address.  No  interest  will  accrue on amounts  represented  by
uncashed distribution or redemption checks.




                                                        32

<PAGE>



                              PRINCIPAL UNDERWRITER

         The  Distributor  is the principal  underwriter  for the Trust and with
respect to each  class of each  Fund.  The Trust has  entered  into a  Principal
Underwriting  Agreement  ("Underwriting  Agreement")  with the Distributor  with
respect to each class of each Fund. The Distributor is a subsidiary of The BISYS
Group, Inc.

         The  Distributor,  as agent, has agreed to use its best efforts to find
purchasers for the shares. The Distributor may retain and employ representatives
to promote distribution of the shares and may obtain orders from broker-dealers,
and others, acting as principals,  for sales of shares to them. The Underwriting
Agreement  provides  that the  Distributor  will bear the expense of  preparing,
printing,  and  distributing  advertising and sales  literature and prospectuses
used by it.

         All  subscriptions  and sales of shares by the  Distributor  are at the
public offering price of the shares,  which is determined in accordance with the
provisions of the Trust's Declaration of Trust,  By-Laws,  current  prospectuses
and SAI.  All  orders  are  subject  to  acceptance  by the  Trust and the Trust
reserves the right, in its sole discretion,  to reject any order received. Under
the  Underwriting  Agreement,  the Trust is not liable to anyone for  failure to
accept any order.

         The Distributor has agreed that it will, in all respects,  duly conform
with all  state and  federal  laws  applicable  to the sale of the  shares.  The
Distributor  has also agreed that it will  indemnify and hold harmless the Trust
and each  person  who has been,  is, or may be a Trustee or officer of the Trust
against  expenses  reasonably  incurred  by any of them in  connection  with any
claim,  action,  suit,  or  proceeding  to which any of them may be a party that
arises out of or is alleged to arise out of any misrepresentation or omission to
state a material  fact on the part of the  Distributor  or any other  person for
whose acts the  Distributor  is  responsible  or is  alleged to be  responsible,
unless such  misrepresentation  or omission  was made in reliance  upon  written
information furnished by the Trust.

         The  Underwriting  Agreement  provides that it will remain in effect as
long as its terms  and  continuance  are  approved  annually  (i) by a vote of a
majority of the Trust's Independent Trustees,  and (ii) by vote of a majority of
the Trust's Trustees,  in each case, cast in person at a meeting called for that
purpose.

         The Underwriting  Agreement may be terminated,  without penalty,  on 60
days'  written  notice by the Board of  Trustees  or by a vote of a majority  of
outstanding  shares subject to such agreement.  The Underwriting  Agreement will
terminate  automatically  upon its  "assignment," as that term is defined in the
1940 Act.

         From time to time, if, in the Distributor's  judgment, it could benefit
the sales of shares,  the  Distributor  may provide to  selected  broker-dealers
promotional materials and selling aids, including,  but not limited to, personal
computers, related software, and data files.



                                                        33

<PAGE>


                         ADDITIONAL TAX INFORMATION

REQUIREMENTS FOR QUALIFICATION AS A REGISTERED INVESTMENT COMPANY

          Each  Fund  intends  to  qualify  for  and  elect  the  tax  treatment
applicable to a regulated investment company (a "RIC") under Subchapter M of the
Internal Revenue Code of 1986 (the "Code"). (Such qualification does not involve
supervision  of management  or investment  practices or policies by the Internal
Revenue Service.) In order to qualify as a RIC, a Fund must, among other things,
(i) derive at least 90% of its gross income from dividends,  interest,  payments
with respect to proceeds  from  securities  loans,  gains from the sale or other
disposition  of securities  or foreign  currencies  and other income  (including
gains from options,  futures or forward  contracts)  derived with respect to its
business of investing in such  securities;  and (ii)  diversify  its holdings so
that,  at the end of each quarter of its taxable  year,  (a) at least 50% of the
market value of the Fund's total assets is represented by cash, U.S.  Government
securities  and other  securities  limited in respect of any one  issuer,  to an
amount not greater than 5% of the Fund's total assets and 10% of the outstanding
voting securities of such issuer,  and (b) not more than 25% of the value of its
total assets is invested in the  securities  of any one issuer  (other than U.S.
Government  securities and securities of other regulated investment  companies).
By so  qualifying,  a Fund is not  subject  to  federal  income tax if it timely
distributes its investment  company taxable income and any net realized  capital
gains. A 4% nondeductible  excise tax will be imposed on a Fund to the extent it
does not meet  certain  distribution  requirements  by the end of each  calendar
year. Each Fund anticipates meeting such distribution requirements.

TAXES ON DISTRIBUTIONS

         Distributions will be taxable to shareholders whether made in shares or
in  cash.  Shareholders  electing  to  receive  distributions  in  the  form  of
additional shares will have a cost basis for federal income tax purposes in each
share  so  received  equal  to the net  asset  value of a share of a Fund on the
reinvestment date.

         To  calculate   ordinary   income  for  federal  income  tax  purposes,
shareholders  must  generally  include  dividends  paid  by the  Fund  from  its
investment  company  taxable  income  (net  taxable  investment  income plus net
realized  short-term  capital gains, if any). The Fund will include dividends it
receives  from  domestic   corporations  when  the  Fund  calculates  its  gross
investment  income.  The Fund  anticipates that all or a portion of the ordinary
dividends  which it pays will qualify for the 70%  dividends-received  deduction
for  corporations.  The Fund will inform  shareholders  of the  amounts  that so
qualify.

         From  time to time,  the Fund  will  distribute  the  excess of its net
long-term capital gains over its short-term capital loss to shareholders  (i.e.,
capital gain  dividends).  For federal tax purposes,  shareholders  must include
such capital gain dividends when calculating  their net long-term capital gains.
Capital  gain  dividends  are  taxable  as  net  long-term  capital  gains  to a
shareholder, no matter how long the shareholder has held the shares.

         Distributions by a Fund reduce its NAV. A distribution that reduces the
Fund's NAV below a  shareholder's  cost basis is  taxable  as  described  above,
although  from  an  investment  standpoint,  it  is  a  return  of  capital.  In
particular,  if a  shareholder  buys Fund  shares  just  before the Fund makes a
distribution, when the Fund makes the distribution the shareholder will


                                                        34

<PAGE>



receive what is in effect a return of capital. Nevertheless, the shareholder may
incur  taxes  on the  distribution.  Therefore,  shareholders  should  carefully
consider the tax consequences of buying Fund shares just before a distribution.

         All distributions, whether received in shares or cash, must be reported
by each  shareholder on his or her federal income tax return.  Each  shareholder
should  consult a tax adviser to determine the state and local tax  implications
of Fund distributions.

         If more than 50% of the value of a Fund's  total assets at the end of a
fiscal year is  represented  by  securities of foreign  corporations  and a Fund
elects to make foreign tax credits available to its shareholders,  a shareholder
will be required  to include in his gross  income  both cash  dividends  and the
amount the Fund advises him is his pro rata portion of income taxes  withheld by
foreign  governments  from interest and dividends paid on a Fund's  investments.
The  shareholder  may be entitled,  however,  to take the amount of such foreign
taxes withheld as a credit against his U.S.  income tax, or to treat the foreign
tax withheld as an itemized  deduction from his gross income,  if that should be
to his advantage.  In substance,  this policy enables the shareholder to benefit
from the same foreign tax credit or deduction  that he would have received if he
had been the individual owner of foreign  securities and had paid foreign income
tax on the income  therefrom.  As in the case of  individuals  receiving  income
directly from foreign sources, the credit or deduction is subject to a number of
limitations.

TAXES ON THE SALE OR EXCHANGE OF FUND SHARES

         Upon a sale or exchange of Fund shares,  a  shareholder  will realize a
taxable gain or loss depending on his or her basis in the shares.  A shareholder
must  treat such  gains or losses as a capital  gain or loss if the  shareholder
held the shares as capital  assets.  Capital  gain on assets  held for more than
eighteen months is generally subject to a maximum federal income tax rate of 20%
for an individual. The maximum capital gains tax rate for capital assets held by
an individual  for more than twelve months but not more than eighteen  months is
generally  28%.  Generally,  the Code will not allow a shareholder  to realize a
loss  on  shares  he or  she  has  sold  or  exchanged  and  replaced  within  a
sixty-one-day  period  beginning thirty days before and ending thirty days after
he or she sold or exchanged the shares. The Code will treat a shareholder's loss
on shares held for six months or less as a long-term  capital loss to the extent
the shareholder received capital gain dividends on such shares.

         Shareholders who fail to furnish their taxpayer  identification numbers
to a Fund and to certify as to its  correctness  and certain other  shareholders
may be subject to a 31% federal  income tax backup  withholding  requirement  on
dividends,  distributions of capital gains and redemption  proceeds paid to them
by the Fund. If the withholding provisions are applicable, any such dividends or
capital  gain  distributions  to these  shareholders,  whether  taken in cash or
reinvested in additional shares, and any redemption  proceeds will be reduced by
the amounts required to be withheld. Investors may wish to consult their own tax
advisers about the applicability of the backup withholding provisions.

OTHER TAX CONSIDERATIONS

         The foregoing  discussion relates solely to U.S. federal income tax law
as  applicable  to U.S.  persons  (i.e.,  U.S.  citizens and  residents and U.S.
domestic  corporations,  partnerships,  trusts and estates). It does not reflect
the  special tax  consequences  to certain  taxpayers  (e.g.,  banks,  insurance
companies,  tax exempt  organizations  and foreign  persons).  Shareholders  are
encouraged  to  consult  their own tax  advisers  regarding  specific  questions
relating to federal,


                                                        35

<PAGE>



state  and local  tax  consequences  of  investing  in  shares  of a Fund.  Each
shareholder  who is not a U.S.  person  should  consult  his or her tax  adviser
regarding  the U.S.  and foreign tax  consequences  of  ownership of shares of a
Fund, including the possibility that such a shareholder may be subject to a U.S.
withholding  tax at a rate of 30% (or at a lower  rate  under a tax  treaty)  on
amounts treated as income from U.S. sources under the Code.




                             FINANCIAL INFORMATION

EXPENSES

         The table below shows the total  dollar  amounts  paid by each Fund for
services rendered during the fiscal periods  specified.  For more information on
specific expenses,  see "Investment Advisory and Other Services,"  "Distribution
Plans and Agreements,"  "Principal  Underwriter"  and "Purchase,  Redemption and
Pricing of Shares."


<TABLE>
<CAPTION>
1997 FUND EXPENSES
                                                                                                    Total              Underwriting
                                               Class A           Class B           Class C          Underwriting       Commissions
FUND                      Advisory Fees        12b-1 Fees        12b-1 Fees        12b-1 Fees       Commissions        Retained
======================  ===================  ===============  ================  ===============  =================   ===============
<S>                         <C>                   <C>            <C>                  <C>           <C>                   <C>
Blue Chip (1)               $1,794,364             N/A           $1,535,556*          N/A           $1,017,961            $363,862
Growth/Income (2)           $5,736,248          $175,321         $2,170,223        $91,676          $1,796,199            $169,177
Income/Growth (3)           $4,371,784           $13,129           $186,670         $4,556             $41,996              $4,196
Income/Growth (4)           $8,823,541           $18,106           $252,431         $8,509            $187,403             $20,208
Small Cap (2)                 $180,153(a)         $1,710            $15,062         $5,553             $72,045              $8,281
Total Return (5)              $546,092           $66,585           $460,418       $119,908            $128,762              $7,709
Utility (2)                   $382,537(b)       $134,715           $214,190         $2,114             $15,633              $1,789
Value (2)                   $4,753,235          $509,860         $1,337,333        $10,924            $479,927             $51,343
</TABLE>


(1)      Year ended 8/31/97
(2)      Seven months ended 7/31/97
(3)      Six months ended 7/31/97
(4)      Year ended 1/31/97
(5)      Eight months ended 7/31/97
(a)      Of that amount, $35,183 waived or reimbursed by Adviser.
(b)      Of that amount, $146,640 waived or reimbursed by Adviser.
*        Not multiple class during this period; amount reflects all 12b-1 fees.



23673
                                                        36

<PAGE>


<TABLE>
<CAPTION>
1996 FUND EXPENSES
                                                                                                      Total             Underwriting
                                              Class A          Class B             Class C            Underwriting       Commissions
FUND                    Advisory Fees         12b-1 Fees       12b-1 Fees          12b-1 Fees         Commissions        Retained
===================  ===================== ===============  ==================  ================== ================== ==============
<S>                       <C>                   <C>             <C>                    <C>             <C>                <C>
Blue Chip (1)             $1,492,757             N/A            $1,738,556*             N/A            $1,415,505         $334,606
Growth/Income (2)         $5,287,338          $122,222          $1,254,549           $48,073           $1,473,258         $158,858
Income/Growth (3)         $9,343,195 (a)       $18,106             $62,182            $2,021              $98,890          $10,733
Small Cap (2)                $63,333 (b)          $618              $4,265              $356               $3,568             $340
Total Return (4)            $448,266              -0-             $260,237          $112,995             $355,043        ($595,877)
Utility (2)                 $725,733 (c)      $252,753            $378,500            $3,791              $74,988           $7,857
Value (2)                 $6,950,730          $767,254          $1,674,133           $11,608             $522,573          $56,609
</TABLE>



(1)      Year ended 8/31/96
(2)      Year ended 12/31/96
(3)      Year ended 1/31/96
(4)      Year ended 11/30/96
(a)      Of that amount, $53,576 waived or reimbursed by Adviser.
(b)      Of that amount, $133,406 waived or reimbursed by Adviser.
(c)      Of that amount, $396,483 waived or reimbursed by Adviser.
*        Not multiple class during this period; amount reflects all 12b-1 fees.



23673
                                                        37

<PAGE>


1995 FUND EXPENSES*
                                                Total              Underwriting
                                                Underwriting       Commissions
FUND                     Advisory Fees          Commissions        Retained
===================== ===================== ================== =================
Blue Chip (1)              $1,318,897           $1,083,702           $629,377
Growth/Income (2)          $1,332,685 (a)         $326,249            $37,300
Income/Growth (3)          $8,542,289               $4,585               -0-
Small Cap (2)                 $45,397 (b)             $778               $284
Total Return (4)             $300,290             $190,327          ($243,621)
Utility (2)                  $456,021 (c)          $36,650             $3,955
Value (2)                  $5,120,579             $114,855            $12,616




(1)      Year ended 8/31/95
(2)      Year ended 12/31/95
(3)      Year ended 1/31/95
(4)      Year ended 11/30/95
(a)      Of that amount, $38,106 waived or reimbursed by Adviser.
(b)      Entire amount waived or reimbursed by Adviser.
(c)      Of that amount, $350,922 waived or reimbursed by Adviser.
*        12b-1 fees not included.



23673
                                                        38

<PAGE>


BROKERAGE COMMISSIONS PAID

         The table below shows (1) total  amounts paid by each Fund in brokerage
commissions and (2) brokerage commissions paid by each Fund to Lieber & Company,
an affiliate of FUNB, during each of the fiscal periods specified.

<TABLE>
<CAPTION>
                                 1997                                1996                                   1995
FUND
=============  ------------------------------------ -------------------------------------  ---------------------------------------
               Total             Paid to Lieber     Total             Paid to Lieber       Total              Paid to Lieber
               ================  ================== ================= ===================  ================== ====================
<S>            <C>                   <C>             <C>                   <C>                  <C>                 <C>          
Blue Chip         $656,022 (a)           -0-   (a)      $684,496 (a)       -0-      (a)          $621,829 (a)       -0-        (a)
Growth/Income     $412,968 (b)        $348,590 (a)      $519,064 (b)       $429,888 (b)          $210,923 (b)         $160,659 (b)
Income/Growth   $1,575,483 (c)      $1,066,378 (c)    $3,255,068(c)      $2,982,640 (c)        $3,755,606 (c)       $3,465,900 (c)
                $3,529,313 (d)      $2,835,293 (d)
Small Cap          $74,018 (b)         $61,390 (b)       $14,647 (b)        $13,246 (b)            $5,968 (b)           $4,863 (b)
Total Return      $153,935 (e)      -0-        (e)      $227,013 (d)       -0-      (d)           $92,665 (d)        -0-       (d)
Utility           $220,091 (b)      -0 -       (b)      $323,978 (b)       -0-      (b)          $272,806 (b)        -0-       (b)
Value             $273,045 (b)      -0-        (b)    $3,164,292(b)        -0-      (b)        $1,644,077 (b)        -0-       (b)
</TABLE>



1997 FOOTNOTES:
(a)      Year ended 8/31/97
(b)      Seven months ended 7/31/97
(c)      Six months ended 7/31/97
(d)      Year ended 1/31/97
(e)      Eight months ended 7/31/97


1996 FOOTNOTES:
(a)      Year ended 8/31/96
(b)      Year ended 12/31/96
(c)      Year ended 1/31/96
(d)      Year ended 11/30/96


1995 FOOTNOTES:
(a)      Year ended 8/31/95
(b)      Year ended 12/31/95
(c)      Year ended 1/31/95
(d)      Year ended 11/30/95





23673
                                                        39

<PAGE>



COMPUTATION OF CLASS A OFFERING PRICE

         Class A shares  are sold at the NAV  plus a sales  charge.  Below is an
example of the method of computing the offering  price of Class A shares of each
Fund. The example  assumes a purchase  aggregating  less than $50,000 subject to
the schedule of sales charges set forth in the  prospectus at a price based upon
the NAV of each Fund's Class A shares as of July 31, 1997.



FUND*               NET ASSET             PER SHARE            OFFERING PRICE
                    VALUE                 SALES CHARGE         PER SHARE
=================== ====================  ===================  ===============
Growth/Income       $27.26                $1.36                $28.62
Income/Growth       $23.94                $1.19                $25.13
Small Cap           $15.69                $0.78                $16.47
Total Return        $20.69                $1.03                $21.72
Utility             $11.45                $0.57                $12.02
Value               $24.64                $1.23                $25.87

*Excludes Blue Chip, which had not yet offered Class A shares.


PERFORMANCE

Total Return

         Total  return  quotations  for a class of  shares of a Fund as they may
appear from time to time in advertisements are calculated by finding the average
annual  compounded  rates of return over one, five and ten year periods,  or the
time  periods for which such class of shares has been  effective,  whichever  is
relevant,  on a  hypothetical  $1,000  investment  that would equate the initial
amount  invested  in the class to the ending  redeemable  value.  To the initial
investment  all dividends and  distributions  are added,  and all recurring fees
charged to all shareholder  accounts are deducted.  The ending  redeemable value
assumes a complete redemption at the end of each period.

         The average  annual total returns for each class of shares of the Funds
(including  applicable  sales  charges)  as of August 31, 1997 for Blue Chip and
July 31, 1997 for the other Funds are as follows:

23569
                                                        40

<PAGE>




                                                     TEN YEARS OR     
                                                         SINCE         INCEPTION
FUND/CLASS            ONE YEAR       FIVE YEARS        INCEPTION         DATE
================ =============== ===============  =================== ==========
BLUE CHIP*             31.76%          15.36%            9.54%           9/11/35
GROWTH/INCOME
Class A                33.71%            --             28.25%           1/3/95
Class B                34.32%            --             29.00%           1/3/95
Class C                38.25%            --             29.80%           1/3/95
Class Y                40.66%          20.43%           15.06%          10/15/86
INCOME/GROWTH
Class A                22.24%            --             17.65%           1/3/95
Class B                22.40%            --             18.13%           1/3/95
Class C                26.37%            --             19.00%           1/3/95
Class Y                28.70%          11.99%            9.54%           8/31/78
SMALL CAP
Class A                36.08%            --             26.18%           1/3/95
Class B                36.69%            --             26.83%           1/3/95
Class C                41.71%            --             27.76%           1/24/95
Class Y                43.24%            --             18.98%           10/1/93
TOTAL RETURN
Class A                36.84%          16.32%           12.40%           2/13/87
Class B                37.44%            --             16.33%           2/1/93
Class C                41.58%            --             16.61%           2/1/93
Class Y                  --              --             17.22%           1/13/97
UTILITY
Class A                15.56%            --              8.95%           1/4/94
Class B                15.42%            --              9.00%           1/4/94
Class C                19.42%            --             13.55%           9/2/94
Class Y                21.54%            --             12.58%           2/28/94
VALUE
Class A                35.47%          15.86%           12.37%           4/12/85
Class B                36.20%            --             16.82%           2/2/93
Class C                40.24%            --             22.25%           9/2/94
Class Y                42.58%          17.32%           17.96%           1/1/91


         * Not multiple class during this period.

23569
                                                        41

<PAGE>


Non-Standardized Performance

       In addition to the performance  information  described  above, a Fund may
provide total return  information for designated  periods,  such as for the most
recent six months or most recent twelve months. This total return information is
computed as described under "Total Return" above except that no annualization is
made.

General

       From time to time, a Fund may quote its  performance in  advertising  and
other  types of  literature  as compared to the  performance  of the  Standard &
Poor's 500  Composite  Stock  Price  Index,  the Dow Jones  Industrial  Average,
Russell 2000 Index,  or any other commonly  quoted index of common stock prices.
The Standard & Poor's 500 Composite Stock Price Index,  the Dow Jones Industrial
Average  and the Russell  2000 Index are  unmanaged  indices of selected  common
stock prices. A Fund's performance may also be compared to those of other mutual
funds having similar objectives. This comparative performance would be expressed
as a ranking prepared by Lipper Analytical Services, Inc. or similar independent
services  monitoring  mutual  fund  performance.  A Fund's  performance  will be
calculated by assuming,  to the extent  applicable,  reinvestment of all capital
gains  distributions  and income  dividends  paid. Any such  comparisons  may be
useful to investors who wish to compare a Fund's past  performance  with that of
its competitors.  Of course,  past  performance  cannot be a guarantee of future
results.

Financial Statements

         The audited  financial  statements  and the reports  thereon are hereby
incorporated  by reference to each Fund's Annual Report,  a copy of which may be
obtained  without  charge  from  ESC,  P.O.  Box  2121,  Boston,   Massachusetts
02106-2121.



                             ADDITIONAL INFORMATION

         Except as otherwise  stated in its  prospectus or required by law, each
Fund  reserves  the  right to  change  the  terms  of the  offer  stated  in its
prospectus without shareholder approval, including the right to impose or change
fees for services provided.

         No  dealer,  salesman  or  other  person  is  authorized  to  give  any
information or to make any  representation not contained in a Fund's prospectus,
SAI or in supplemental  sales literature issued by such Fund or the Distributor,
and no person is  entitled  to rely on any  information  or  representation  not
contained therein.

         Each Fund's  prospectus and SAI omit certain  information  contained in
the Trust's registration statement,  which you may obtain for a fee from the SEC
in Washington, D.C.




23569
                                                        42

<PAGE>



                                   APPENDIX A


                          S&P AND MOODY'S BOND RATINGS


S&P Bond Ratings


           An S&P bond rating is a current assessment of the creditworthiness of
an obligor,  including  obligors  outside the U.S.,  with  respect to a specific
obligation.  This  assessment  may  take  into  consideration  obligors  such as
guarantors,  insurers or lessees.  Ratings of foreign  obligors do not take into
account currency  exchange and related  uncertainties.  The ratings are based on
current  information  furnished  by the  issuer or  obtained  by S&P from  other
sources it considers reliable.

         The  ratings  are  based,   in  varying   degrees,   on  the  following
considerations:

         a. Likelihood of default and capacity and willingness of the obligor as
to the timely payment of interest and repayment of principal in accordance  with
the terms of the obligation;

         b. Nature of and provisions of the obligation; and

         c.  Protection  afforded by and relative  position of the obligation in
the event of bankruptcy  reorganization  or other  arrangement under the laws of
bankruptcy and other laws affecting creditors' rights.

         PLUS (+) OR MINUS (-): To provide more detailed  indications  of credit
quality, ratings from "AA" to "BBB" may be modified by the addition of a plus or
minus sign to show relative standing within the major rating categories.

         A  provisional  rating  is  sometimes  used  by  S&P.  It  assumes  the
successful  completion of the project being financed by the debt being rated and
indicates  that  payment of debt  service  requirements  is largely or  entirely
dependent upon the successful and timely completion of the project. This rating,
however,  while  addressing  credit  quality  subsequent  to  completion  of the
project,  makes no comment  on the  likelihood  of, or the risk of default  upon
failure of, such completion.

        S&P bond ratings are as follows:

         a.  AAA - Debt  rated  AAA  has the  highest  rating  assigned  by S&P.
Capacity to pay interest and repay principal is extremely strong.

         b. AA - Debt rated AA has a very strong  capacity to pay  interest  and
repay principal and differs from the higher rated issues only in small degree.

         3. A - Debt rated A has a strong  capacity  to pay  interest  and repay
principal  although it is somewhat more  susceptible  to the adverse  effects of
changes in  circumstances  and  economic  conditions  than debt in higher  rated
categories.


22987
                                                        A-1

<PAGE>



         4. BBB - Debt rated BBB is regarded  as having an adequate  capacity to
pay  interest  and  repay  principal.  Whereas  it  normally  exhibits  adequate
protection parameters, adverse economic conditions or changing circumstances are
more likely to lead to a weakened  capacity to pay interest and repay  principal
for debt in this category than in higher rated categories.

         5. BB, B, CCC, CC and C - Debt rated BB, B, CCC, CC and C is  regarded,
on  balance,  as  predominantly  speculative  with  respect to  capacity  to pay
interest and repay principal in accordance with the terms of the obligation.  BB
indicates  the  lowest  degree  of  speculation  and C  the  highest  degree  of
speculation.  While  such debt will  likely  have some  quality  and  protective
characteristics,  these are  outweighed  by large  uncertainties  or major  risk
exposures to adverse conditions.

Moody's Bond Ratings

Moody's ratings are as follows:

         1.  Aaa - Bonds  which  are  rated  Aaa are  judged  to be of the  best
quality.  They carry the smallest  degree of  investment  risk and are generally
referred to as "gilt-edge."  Interest payments are protected by a large or by an
exceptionally   stable  margin  and  principal  is  secure.  While  the  various
protective  elements are likely to change, such changes as can be visualized are
most unlikely to impair the fundamentally strong position of such issues.

         2. Aa - Bonds  which are rated Aa are  judged to be of high  quality by
all  standards.  Together  with the Aaa group they  comprise  what are generally
known as high grade  bonds.  They are rated  lower  than the best bonds  because
margins of protection may not be as large as in Aaa securities or fluctuation of
protective  elements may be of greater  amplitude or there may be other elements
present  which  make the long term  risks  appear  somewhat  larger  than in Aaa
securities.

         3. A - Bonds  which  are  rated A  possess  many  favorable  investment
attributes and are to be considered as upper medium grade  obligations.  Factors
giving  security to principal and interest are considered  adequate but elements
may be present which  suggest a  susceptibility  to  impairment  sometime in the
future.

         4. Baa - Bonds  which  are  rated Baa are  considered  as medium  grade
obligations,  i.e.,  they are  neither  highly  protected  nor  poorly  secured.
Interest  payments and principal  security  appear  adequate for the present but
certain  protective  elements  may  be  lacking  or  may  be  characteristically
unreliable over any great length of time. Such bonds lack outstanding investment
characteristics and in fact have speculative characteristics as well.

         5. Ba -  Bonds  which  are  rated  Ba are  judged  to have  speculative
elements.  Their  future  cannot  be  considered  as  well  assured.  Often  the
protection of interest and  principal  payments may be very moderate and thereby
not well safeguarded during both good and bad times over the future. Uncertainty
of position characterizes bonds in this class.

         6. B - Bonds which are rated B generally  lack  characteristics  of the
desirable  investment.  Assurance  of  interest  and  principal  payments  or of
maintenance  of other terms of the contract  over any long period of time may be
small.

         7. Caa - Bonds  which are rated Caa are of poor  standing.  Such issues
may be in default or there may be present  elements  of danger  with  respect to
principal or interest.

22987
                                                        A-2

<PAGE>



         8. Ca - Bonds  which  are  rated Ca  represent  obligations  which  are
speculative  in a high  degree.  Such issues are often in defauolt or have other
market shortcomings.

         9. C - Bonds  which are rated as C are the lowest  rated class of bonds
and issues so rated can be regarded as having  extremely  poor prospects of ever
attaining any real investment standing.

         Moody's applies numerical modifiers,  1, 2 and 3 in each generic rating
classification  from Aa through Baa in its  corporate  bond rating  system.  The
modifier 1 indicates  that the  security  ranks in the higher end of its generic
rating category;  the modifier 2 indicates a mid-range ranking; and the modifier
3  indicates  that  the  issue  ranks in the  lower  end of its  generic  rating
category.

                             MONEY MARKET INSTRUMENTS

         Money market  securities are instruments  with remaining  maturities of
one year or less such as bank  certificates  of deposit,  bankers'  acceptances,
commercial paper (including  variable rate master demand notes), and obligations
issued or guaranteed by the U.S. government,  its agencies or instrumentalities,
some of which may be subject to repurchase agreements.

Commercial Paper

         Commercial  paper will  consist of issues rated at the time of purchase
A-1 by S&P or Prime-1 by Moody's or F-1 by Fitch Investor Services,  L.P. If not
rated,  commercial  paper will be issued by companies  which have an outstanding
debt issue rated at the time of purchase Aaa, Aa or A by Moody's or AAA, AA or A
by S&P or Fitch, or will be determined by a Fund's  investment  adviser to be of
comparable quality. A. S&P Ratings

         An  S&P  commercial  paper  rating  is  a  current  assessment  of  the
likelihood of timely payment of debt having an original maturity of no more than
365 days.  Ratings are graded  into four  categories,  ranging  from "A" for the
highest quality obligations to "D" for the lowest.
The top  category  is as follows:

         1. A: Issues  assigned  this highest  rating are regarded as having the
greatest  capacity for timely  payment.  Issues in this category are  delineated
with the numbers 1, 2 and 3 to indicate the relative degree of safety.

         2. A-1: This designation  indicates that the degree of safety regarding
timely payment is either overwhelming or very strong. Those issues determined to
possess  overwhelming  safety  characteristics  are denoted with a plus (+) sign
designation.

B.       Moody's Ratings

         The  term  "commercial  paper"  as used  by  Moody's  means  promissory
obligations  not having an original  maturity in excess of nine months.  Moody's
commercial  paper  ratings  are  opinions  of the  ability  of  issuers to repay
punctually  promissory  obligations not having an original maturity in excess of
nine months. Moody's employs the following designation,  judged to be investment
grade, to indicate the relative repayment capacity of rated issuers.

         1. The rating Prime-1 is the highest  commercial  paper rating assigned
by Moody's.  Issuers  rated  Prime-1 (or related  supporting  institutions)  are
deemed to have a superior capacity for

22987
                                                        A-3

<PAGE>


repayment  of short  term  promissory obligations.  Repayment capacity of 
Prime-1 issuers is normally evidenced by the following characteristics:

         1)       leading market positions in well-established industries;

         2)       high rates of return on funds employed;

         3)       conservative  capitalization structures with moderate
                  reliance on debt and ample asset  protection;

         4)       broad margins in earnings  coverage of fixed financial charges
                  and high internal cash generation; and

         5)       well  established  access to a range of financial  markets and
                  assured sources of alternate liquidity.

         In assigning  ratings to issuers whose commercial paper obligations are
supported by the credit of another  entity or entities,  Moody's  evaluates  the
financial strength of the affiliated  corporations,  commercial banks, insurance
companies,  foreign governments or other entities, but only as one factor in the
total rating assessment.

C.       Fitch Ratings

         Fitch's  short-term  ratings apply to debt obligations that are payable
on demand or have original maturities of generally up to three years,  including
commercial paper, certificates of deposit,  medium-term notes, and municipal and
investment notes.

         The short-term  rating places greater  emphasis than a long-term rating
on the existence of liquidity  necessary to meet the issuer's  obligations  in a
timely manner.

         F-1+: Exceptionally Strong Credit Quality.  Issues assigned this rating
are regarded as having the strongest degree of assurance for timely payment.

         F-1: Very Strong Credit Quality.  Issues assigned this rating reflect
an assurance of timely payment only slightly less in degree than issues rated
"F-1+."

         F-2:  Good  Credit  Quality.  Issues  assigned  to this  rating  have a
satisfactory degree of assurance for timely payment, but the margin of safety is
not as great as for issues assigned "F- 1+" and "F-1" ratings.

         F-3:   Fair  Credit   Quality.   Issues   assigned   this  rating  have
characteristics  suggesting  that the degree of assurance for timely  payment is
adequate;  however, near-term adverse changes could cause these securities to be
rated below investment grade.

         F-5:   Weak  Credit   Quality.   Issues   assigned   this  rating  have
characteristics  suggesting a minimal degree of assurance for timely payment and
are  vulnerable  to  near-term   adverse   changes  in  financial  and  economic
conditions.

         D: Default.  Issues assigned to this rating are in actual or imminent 
payment default.

         LOC: The symbol LOC indicates that the rating is based on a letter of 
credit issued by a commercial bank.

22987
                                                        A-4







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