EVERGREEN EQUITY TRUST /DE/
485BPOS, 1999-07-29
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                                                       1933 Act No. 333-37453
                                                       1940 Act No. 811-08413

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    Form N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933                   [ ]
    Pre-Effective Amendment No.                                           [ ]
    Post-Effective Amendment No. 16                                       [X]

                                     and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940           [ ]
     Amendment No. 17                                                     [X]


                             EVERGREEN EQUITY TRUST
               (Exact Name of Registrant as Specified in Charter)

              200 Berkeley Street, Boston, Massachusetts 02116-5034
                    (Address of Principal Executive Offices)

                                 (617) 210-3200
                         (Registrant's Telephone Number)

                          The Corporation Trust Company
                               1209 Orange Street
                           Wilmington, Delaware 19801
                     (Name and Address of Agent for Service)


It is proposed that this filing will become effective:
[X]  immediately upon filing pursuant to paragraph (b)
[ ]  on (date) pursuant to paragraph (b)
[ ]  60 days after filing pursuant to paragraph (a)(1)
[ ]  on (date) pursuant to paragraph (a)(1)
[ ]  75 days after filing pursuant to paragraph (a)(2)
[ ]  on (date) pursuant to paragraph (a)(2) of Rule 485

If appropriate, check the following box:
[ ]  this post-effective amendment designates a new effective date for a
     previously filed post-effective amendment
[ ]  60 days after filing pursuant to paragraph (a)(i)
[ ]  on (date) pursuant to paragraph (a)(i)

<PAGE>

                             EVERGREEN EQUITY TRUST

                                   CONTENTS OF
                         POST-EFFECTIVE AMENDMENT NO. 16
                                       to
                             REGISTRATION STATEMENT

     This Post-Effective Amendment No. 16 to Registrant's Registration Statement
No. 333-37453/811-08413  consists of the following pages, items of information
and documents:

                                The Facing Sheet

                               The Contents Page

                                     PART A
                                     ------

      Prospectus for Evergreen Balanced Fund, Evergreen Foundation Fund and
          Evergreen Tax Strategic Foundation Fund is contained herein.


           Prospectuses for Evergreen Fund, Evergreen Micro Cap Fund,
             Evergreen Aggressive Growth Fund, Evergreen Omega Fund,
      Evergreen Small Company Growth Fund, Evergreen Strategic Growth Fund,
      Evergreen Stock Selector Fund and Evergreen Tax Strategic Equity Fund
    contained in Post-Effective Amendment No. 12 to Registration Statement
       No. 333-37453/811-08413 filed on February 1, 1999 are incorporated
                              by reference herein.


     Prospectuses for Evergreen Masters Fund contained in Post-Effective
       Amendment No. 11 to Registration Statement No.333-37453/811-08413
                  filed on December 29, 1998 are incorporated by
                               reference herein.


       Prospectuses for Evergreen Fund for Total Return, Evergreen Growth
     and Income Fund, Evergreen Income and Growth Fund, Evergreen Small Cap
      Equity Income Fund, Evergreen Value Fund, Evergreen Utility Fund and
              Evergreen Blue Chip Fund contained in Post-Effective
       Amendment No. 10 to Registration Statement No. 333-37453/811-08413
        filed on November 25, 1998 are incorporated by reference herein.



                                     PART B
                                     ------

   Statement of Additional Information for Evergreen Balanced Fund, Evergreen
Foundation Fund and Evergreen Tax Strategic Foundation Fund is contained herein.

   Statement of Additional Information for Evergreen Fund, Evergreen Micro Cap
  Fund, Evergreen Aggressive Growth Fund, Evergreen Omega Fund, Evergreen Small
 Company Growth Fund, Evergreen Strategic Growth Fund, Evergreen Stock Selector
      Fund, Evergreen Tax Strategic Equity Fund and Evergreen Masters Fund
     contained in Post-Effective Amendment No. 12 to Registration Statement
        No. 333-37453/811-08413 filed on February 1, 1999 is incorporated
                              by reference herein.

    Statement of Additional Information for Evergreen Fund for Total Return,
       Evergreen Growth and Income Fund, Evergreen Income and Growth Fund,
          Evergreen Small Cap Equity Income Fund, Evergreen Value Fund,
        Evergreen Utility Fund and Evergreen Blue Chip Fund contained in
           Post-Effective Amendment No. 10 to Registration Statement
             No. 333-37453/811-08413 filed on November 25, 1998
                      is incorporated by reference herein.




                                     PART C
                                     ------

                                    Exhibits

                                 Indemnification

              Business and Other Connections of Investment Adviser

                             Principal Underwriter

                        Location of Accounts and Records

                                  Undertakings

                                   Signatures
<PAGE>




                             EVERGREEN EQUITY TRUST

                                     PART A

                                   PROSPECTUS

<PAGE>


                  [EVERGREEN BALANCED FUNDS LOGO APPEARS HERE]


   Evergreen Balanced Fund
   Evergreen Foundation Fund
   Evergreen Tax Strategic Foundation Fund
   Class A
   Class B
   Class C
   Class Y

   Prospectus, August 1, 1999
[Evergreen Funds Logo appears here]

   The Securities and Exchange Commission has not determined that the
   information in this prospectus is accurate or complete, nor has it approved
   or disapproved these securities. Anyone who tells you otherwise is
   committing a crime.

<PAGE>

                               TABLE OF CONTENTS


FUND RISK/RETURN SUMMARIES:

<TABLE>
<S>                                                                          <C>
Evergreen Balanced Fund.....................................................   2

Evergreen Foundation Fund...................................................   4

Evergreen Tax Strategic Foundation Fund.....................................   6


GENERAL INFORMATION:

The Funds' Investment Advisors..............................................   8

The Funds' Portfolio Managers...............................................   8

Calculating the Share Price.................................................   9

How to Choose an Evergreen Fund.............................................   9

How to Choose the Share Class That Best Suits You...........................   9

</TABLE>

<TABLE>
<S>                                                                          <C>
How to Buy Shares...........................................................  11

How to Redeem Shares........................................................  12

Other Services..............................................................  13

The Tax Consequences of Investing in
  the Funds.................................................................  13

Fees and Expenses of the Funds..............................................  14

Financial Highlights........................................................  16

Other Fund Practices........................................................  22
</TABLE>
In general, Funds included in this prospectus seek to provide investors with
both current income and capital growth.




 Fund Summaries Key
 Each Fund's summary is organized
 around the following basic
 topics and questions:

[GRAPHIC APPEARS HERE]
    INVESTMENT GOAL
    What is the Fund's financial
 objective? You can find
 clarification on how the Fund
 seeks to achieve its objective
 by looking at the Fund's
 strategy and investment
 policies. The Fund's Board of
 Trustees can change the
 investment objective without a
 shareholder vote.

[GRAPHIC APPEARS HERE]
    INVESTMENT STRATEGY
    How does the Fund go about
 trying to meet its goals? What
 types of investments does it
 contain? What style of investing
 and investment philosophy does
 it follow? Does it have limits
 on the amount invested in any
 particular type of security?

[GRAPHIC APPEARS HERE]
    RISK FACTORS
    What are the specific risks
 for an investor in the Fund?

[GRAPHIC APPEARS HERE]
    PERFORMANCE
    How well has the Fund
 performed in the past year? The
 past five years? The past ten
 years?

[GRAPHIC APPEARS HERE]
    EXPENSES
    How much does it cost to
 invest in the Fund? What is the
 difference between sales charges
 and expenses?
<PAGE>

                             OVERVIEW OF FUND RISKS

[EVERGREEN WATERMARK LOGO APPEARS HERE]

           Evergreen
           Balanced
             Funds

typically rely on a combination of the following strategies:
 . investing a portion of their assets in investment grade debt securities,
   which are bonds rated within the four highest ratings categories by the
   nationally recognized statistical ratings organizations;
 . investing in common stocks, preferred stocks, securities convertible into
   or exchangeable for common stocks; and
 . selling a portfolio investment when the value of the investment reaches or
   exceeds its estimated fair value, when the issuer's investment fundamentals
   begin to deteriorate, when the investment no longer appears to meet the
   Fund's investment objective, when the Fund must meet redemptions, or for
   other investment reasons which the portfolio manager deems necessary.

may be appropriate for investors who:
 . are seeking a long-term investment offering both current income and the
   potential for capital growth.

Following this overview, you will find information on each Evergreen Balanced
Fund's specific strategies and risks.

 ...............................................................................

 Risk Factors For All Mutual Funds
 Please remember that mutual fund shares are:
 . not guaranteed to achieve their investment goal
 . not insured, endorsed or guaranteed by the FDIC, a bank or any government
   agency
 . subject to investment risks, including possible loss of your original
   investment

 Like most investments, your investment in an Evergreen Balanced Fund could
 fluctuate significantly in value over time and could result in a loss of
 money.

 Here are the most important factors that may affect the value of your
 investment:

 Stock Market Risk
 Your investment will be affected by general economic conditions such as
 prevailing economic growth, inflation and interest rates. When economic growth
 slows, or interest or inflation rates increase, securities tend to decline in
 value. Such events could also cause companies to decrease the dividends they
 pay. If these events were to occur, the value of and dividend yield and total
 return earned on your investment would likely decline. Even if general economic
 conditions do not change, your investment may decline in value if the
 particular industries, issuers or sectors your Fund invests in do not perform
 well.

 Interest Rate Risk
 When interest rates go up, the value of debt securities and dividend-paying
 stocks tends to fall. Since your Fund invests a significant portion of its
 portfolio in debt securities or stocks purchased primarily for dividend income
 and, if interest rates rise, then the value of your investment may decline.
 When interest rates go down, interest earned by your Fund on its investments
 may also decline, which could cause the Fund to reduce the dividends it pays.

 Credit Risk
 The value of a debt security is directly affected by the issuer's ability to
 repay principal and pay interest on time. Since your Fund invests in debt
 securities, then the value of and total return earned on your investment may
 decline if an issuer fails to pay an obligation on a timely basis.

 Foreign Investment Risk
 A Fund's investment in non-U.S. securities could expose it to certain unique
 risks of foreign investing. For example, political turmoil and economic
 instability in the countries in which the Fund invests could adversely affect
 the value of your investment. In addition, if the value of any foreign currency
 in which the Fund's investments are denominated declines relative to the U.S.
 dollar, the value and total return of your investment in the Fund may decline
 as well. Certain foreign countries have less developed and less regulated
 securities markets and accounting systems than the U.S. This may make it harder
 to get accurate information about a security or company, and increase the
 likelihood that an investment will not perform as well as expected.

 Below Investment Grade Bond Risk
 Below investment grade bonds are commonly referred to as "junk bonds" because
 they are usually backed by issuers of less proven or questionable financial
 strength. Such issuers are more vulnerable to financial setbacks and less
 certain to pay interest and principal than issuers of bonds offering lower
 yields and risk. Markets may react to unfavorable news about issuers of below
 investment grade bonds causing sudden and steep declines in value.

 Mortgage-Backed Securities Risk
 Like other debt securities, changes in interest rates generally affect the
 value of mortgage-backed securities. Additionally, some mortgage-backed
 securities may be structured so that they may be particularly sensitive to
 interest rates. Early repayment of mortgages underlying these securities may
 expose the Fund to a lower rate of return when it reinvests the principal.

                                                                  BALANCED FUNDS

                                                                               1
<PAGE>

                                   EVERGREEN

Balanced Fund

 FUND FACTS:

 Goal:
 . Current Income

 Principal Investments:
 . Common and preferred stocks
 . Investment grade debt securities

 Classes of Shares Offered in this Prospectus:
 . Class A
 . Class B
 . Class C
 . Class Y

 Investment Advisor:
 . Evergreen Investment Management Company

 Portfolio Managers:
 . Judith Warners
 . Gary Pzegeo

 NASDAQ Symbols:
 EKBAX (Class A)
 EKBBX (Class B)
 EKBYX (Class Y)

 Dividend Payment Schedule:
 . Quarterly
 ................................................................................

[GRAPHICS APPEARS HERE]
   INVESTMENT GOAL

The Fund seeks current income.

   INVESTMENT STRATEGY

[GRAPHICS APPEARS HERE]
The Fund invests in a combination of equity and debt securities chosen
primarily for the potential for current income and secondarily, to the extent
consistent with the Fund's investment objective, for their potential for
capital appreciation.

The Fund invests at least 25% of it assets in debt securities, including both
secured and unsecured bonds and debentures. The Fund typically buys investment
grade debt securities which are rated within the top four categories of
nationally recognized statistical ratings organization, or if unrated, then
determined to be of a comparable quality. In addition, the Fund may purchase
below investment grade debt securities rated in the next three categories or
determined to be of comparable quality.

The Fund may invest in certain types of derivative instruments, including
mortgage-related securities, such as collateralized mortgage obligations, and
enter into interest rate transactions.

The Fund invests at least 50% of its assets in equity securities including both
common and preferred stocks.

The Fund may invest up to 25% of its assets in foreign securities.

The Fund may invest in high quality money market instruments in response to
adverse economic, political or market conditions. This strategy is inconsistent
with the Fund's principal investment strategy and investment objective, and if
employed could result in a lower return and loss of market opportunity.

   RISK FACTORS

[GRAPHIC APPEARS HERE]
Your investment in the Fund is subject to the risks discussed in the "Overview"
on page 1 under the headings:

 . Stock Market Risk

 . Interest Rate Risk

 . Credit Risk

 . Foreign Investment Risk

 . Below Investment Grade Bond Risk

 . Mortgage-Backed Securities Risk

For further information regarding the Fund's investment strategy and risk
factors see "Other Fund Practices."
BALANCED FUNDS

2
<PAGE>

                                   EVERGREEN


[GRAPHIC APPEARS HERE]
   PERFORMANCE

The following charts show how the Fund has performed in the past. Past
performance is not an indication of future results.

The chart below shows the percentage gain or loss for Class B shares of the
Fund in each of the last ten calendar years. It should give you a general idea
of how the Fund's return has varied from year-to-year. This graph includes the
effect of Fund expenses, but not sales charges. Returns would be lower if sales
charges were included.

Year-by-Year Total Return for Class B Shares (%)
[CHART APPEARS HERE]
1989    1990    1991    1992    1993    1994    1995    1996    1997    1998
19.84   -1.78   24.00   3.50    10.33   -4.68   27.13   15.81   19.01   12.74

Best Quarter:  2nd Quarter 1997  +10.35%
Worst Quarter: 3rd Quarter 1990  -7.03%

Year to date total return through 6/30/1999 is 4.72%.

The next table lists the Fund's average annual total return by class over the
past one, five and ten year periods and since inception (through 12/31/1998),
including applicable sales charges. This table is intended to provide you with
some indication of the risks of investing in the Fund. At the bottom of the
table you can compare this performance with the S&P 500 Index and Lehman
Brothers Government/Corporate Bond Index ("LBGCB"). The S&P 500 Index is an
unmanaged index of 500 publicly traded U.S. stocks and is often used to
indicate the performance of the overall stock market. The LBGCB Index is a
broad measure of the performance of government and corporate fixed-rate debt
issues. Neither index is an actual investment.

Average Annual Total Return*
(for the period ended 12/31/1998)

<TABLE>
<CAPTION>
               Inception                                                         Performance
                Date of                                                             Since
                 Class           1 year          5 year          10 year          9/11/1935
  <S>          <C>               <C>             <C>             <C>             <C>
  Class A      1/20/1998          8.16%          13.20%           12.44%             8.64%
  Class B      9/11/1935          8.21%          13.25%           12.11%             8.54%
  Class C      1/22/1998         11.91%          13.47%           12.08%             8.50%
  Class Y      1/26/1998         13.82%          14.58%           13.26%             8.79%
  S&P 500                        28.72%          24.09%           19.22%            13.49%
  LBGCB                           9.47%           7.30%            9.33%             9.09%
</TABLE>
* Historical performance shown for Classes A, C, and Y prior to their inception
  is based on the performance of Class B, the original class offered. These
  historical returns for Classes A and Y have been adjusted to eliminate the
  effect of the higher 12b-1 fees applicable to Class B. The 12b-1 fees for
  Class A are 0.25%, for Class B are 1.00%, and for Class C are 1.00%. Class Y
  does not pay a 12b-1 fee. If these fees had not been eliminated, returns
  would have been lower.

[GRAPHIC APPEARS HERE]
   EXPENSES

This section describes the fees and expenses you would pay if you bought and
held shares of the Fund.

Shareholder Fees (fees paid directly from your investment)

<TABLE>
<CAPTION>
                                                    Class  Class  Class  Class
         Shareholder Transaction Expenses             A      B      C      Y

  <S>                                              <C>     <C>    <C>    <C>
  Maximum sales charge imposed on purchases (as a    4.75% None   None   None
   % of offering price)
  Maximum deferred sales charge (as a % of either  None(*) 5.00%  1.00%  None
   the redemption amount or initial investment
   whichever is lower)
</TABLE>
(*) Investments of $1 million or more are not subject to a front-end sales
    charge, but may be subject to a contingent deferred sales charge of 1.00%
    upon redemption within one year after the month of purchase.

Annual Fund Operating Expenses (expenses that are deducted from Fund assets)+

<TABLE>
<CAPTION>
                                                                                         Total
                                                                                         Fund
                  Management               12b-1                 Other                 Operating
                     Fees                  Fees                 Expenses               Expenses

  <S>             <C>                      <C>                  <C>                    <C>
  Class A            0.43%                 0.25%                  0.28%                  0.96%
  Class B            0.43%                 1.00%                  0.28%                  1.71%
  Class C            0.43%                 1.00%                  0.28%                  1.71%
  Class Y            0.43%                 0.00%                  0.28%                  0.71%
</TABLE>
+ Actual for the fiscal year ended 3/31/1999.

The table below shows the total expenses you would pay on a $10,000 investment
over one-, three-, five- and ten-year periods. The example is intended to help
you compare the cost of investing in this Fund versus other mutual funds and is
for illustration only. The example assumes a 5% average annual return and that
you reinvest all of your dividends. Your actual costs may be higher or lower.

Example of Fund Expenses

<TABLE>
<CAPTION>
                          Assuming Redemption at                   Assuming
                              End of Period                      No Redemption
                     Class      Class      Class      Class     Class      Class
                       A          B          C          Y         B          C
  <S>                <C>        <C>        <C>        <C>       <C>        <C>
  After: 1 year        $568       $674       $274      $73        $174       $174
  After: 3 years       $766       $839       $539     $227        $539       $539
  After: 5 years       $981     $1,128       $928     $395        $928       $928
  After: 10 years    $1,597     $1,727     $2,019     $883      $1,727     $2,019
</TABLE>
                                                                  BALANCED FUNDS

                                                                               3
<PAGE>

                                   EVERGREEN

Foundation Fund

 FUND FACTS:

 Goal:
 . Reasonable Income
 . Conservation of Capital
 . Capital Appreciation

 Principal Investments:
 . Common and preferred stocks
 . U.S. Treasury and agency obligations
 . Investment grade debt securities

 Classes of Shares Offered in this Prospectus:
 . Class A
 . Class B
 . Class C
 . Class Y

 Investment Advisor:
 . Evergreen Asset Management Corp.

 Portfolio Managers:
 . Jean Ledford
 . Richard Welsh

 NASDAQ Symbols:
 EFOAX (Class A)
 EFOBX (Class B)
 EFOCX (Class C)
 EFONX (Class Y)

 Dividend Payment Schedule
 . Quarterly
 ...............................................................................

[GRAPHIC APPEARS HERE]
   INVESTMENT GOAL

The Fund seeks in order of priority: reasonable income, conservation of capital
and capital appreciation.

   INVESTMENT STRATEGY

[GRAPHIC APPEARS HERE]
The Fund invests in a combination of equity and debt securities. Under normal
conditions, the Fund will invest at least 25% of its assets in debt securities
and the remainder in equity securities.

The equity securities that the Fund invests in will include common stocks,
preferred stocks and securities convertible or exchangeable for common stocks.
The Fund's investment in equity securities will be on the basis of those stocks
expected to pay dividends and with the potential for capital appreciation.

The Fund's fixed income portion will include corporate debt securities,
securities issued by the U.S. Treasury or by an agency or instrumentality of
the U.S. government, bank obligations, and high quality commercial paper. The
corporate debt securities that the Fund may invest in will be of investment
grade quality rated in the top three categories of a nationally recognized
statistical ratings organization, or if unrated, then determined to be of a
comparable quality.

The Fund may invest in high quality money market instruments in response to
adverse economic, political or market conditions. This strategy is inconsistent
with the Fund's principal investment strategy and investment objective, and if
employed could result in a lower return and loss of market opportunity.

   RISK FACTORS

[GRAPHIC APPEARS HERE]
Your investment in the Fund is subject to the risks discussed in the "Overview"
on page 1 under the headings:

 . Stock Market Risk

 . Interest Rate Risk

 . Credit Risk

BALANCED FUNDS

4
<PAGE>

                                   EVERGREEN


[GRAPHIC APPEARS HERE]
   PERFORMANCE

The following charts show how the Fund has performed in the past. Past
performance is not an indication of future results.

The chart below shows the percentage gain or loss for Class Y shares of the
Fund in each calendar year since the Class Y shares' inception on 1/2/1990. It
should give you a general idea of how the Fund's return has varied from year-
to-year. This graph includes the effect of Fund expenses.

Year-by-Year Total Return for Class Y Shares (%)
[CHART APPEARS HERE]
1991    1992    1993    1994    1995    1996    1997    1998
36.36   19.99   15.71   -1.10   29.70   11.50   25.66   12.21

Best Quarter:   2nd Quarter 1997  +11.51%
Worst Quarter:  3rd Quarter 1998   -6.16%

Year to date total return through 6/30/1999 is 5.84%.

The next table lists the Fund's average annual total return over the past one
and five years and since inception (through 12/31/1998), including applicable
sales charges. This table is intended to provide you with some indication of
the risks of investing in the Fund. At the bottom of the table you can compare
this performance with the S&P 500 Index and Lipper Balanced Funds Average
("LBFA"). The S&P 500 Index is an unmanaged index of 500 publicly traded U.S.
stocks and is often used as an indicator of performance of the overall stock
market. The LBFA measures the average performance of balanced funds excluding
sales charges. The index is not an investment.

Average Annual Total Return
(for the period ended 12/31/1998)*

<TABLE>
<CAPTION>
                                                                             Performance
                Inception                                                       Since
              Date of Class       1 year        5 years       10 years        1/2/1990
  <S>         <C>                 <C>           <C>           <C>            <C>
  Class A       1/3/1995           6.67%         13.75%         N/A             16.14%
  Class B       1/3/1995           6.10%         13.92%         N/A             16.37%
  Class C       1/3/1995          10.15%         14.12%         N/A             16.35%
  Class Y       1/2/1990          12.21%         15.06%         N/A             16.89%
  S&P 500                         28.72%         24.09%         N/A             19.00%
  LBFA                            13.48%         13.84%         N/A             12.97%
</TABLE>
* Historical performance shown for Classes A, B, and C prior to their inception
  is based on the performance of Class Y, the original class offered. These
  historical returns for Classes A, B, and C have not been adjusted to reflect
  the effect of each class' 12b-1 fees. These fees for Class A are 0.25%, for
  Class B are 1.00%, and for Class C are 1.00%. Class Y does not pay a 12b-1
  fee. If these fees had been reflected, returns would have been lower.

[GRAPHIC APPEARS HERE]
   EXPENSES

This section describes the fees and expenses you would pay if you bought and
held shares of the Fund.

Shareholder Fees (fees paid directly from your investment)

<TABLE>
<CAPTION>
                                                   Class    Class  Class  Class
         Shareholder Transaction Expenses            A        B      C      Y
  <S>                                              <C>      <C>    <C>    <C>
  Maximum sales charge imposed on purchases (as a  4.75%    None   None   None
   % of offering price)
  Maximum deferred sales charge (as a % of either  None(*)  5.00%  1.00%  None
   the redemption amount or initial investment
   whichever is lower)
</TABLE>
(*) Investments of $1 million or more are not subject to a front-end sales
    charge, but may be subject to a contingent deferred sales charge of 1.00%
    upon redemption within one year after the month of purchase.

Annual Fund Operating Expenses (expenses that are deducted from Fund assets)+

<TABLE>
<CAPTION>
                                                                                         Total
                                                                                         Fund
                  Management               12b-1                 Other                 Operating
                     Fees                  Fees                 Expenses               Expenses
  <S>             <C>                      <C>                  <C>                    <C>
  Class A            0.75%                 0.25%                  0.26%                  1.26%
  Class B            0.75%                 1.00%                  0.26%                  2.01%
  Class C            0.75%                 1.00%                  0.26%                  2.01%
  Class Y            0.75%                 0.00%                  0.26%                  1.01%
</TABLE>
+ Actual for the fiscal year ended 3/31/1999.

The table below shows the total expenses you would pay on a $10,000 investment
over one-, three-, five- and ten-year periods. The example is intended to help
you compare the cost of investing in this Fund versus other mutual funds and is
for illustration only. The example assumes a 5% average annual return and that
you reinvest all of your dividends. Your actual costs may be higher or lower.

Example of Fund Expenses

<TABLE>
<CAPTION>
                                                                  Assuming
              Assuming Redemption at End of Period              No Redemption
   After:     Class A     Class B     Class C     Class Y     Class B     Class C
  <S>         <C>         <C>         <C>         <C>         <C>         <C>
  1 year      $  597      $  704      $  304      $  103      $  204      $  204
  3 years     $  856      $  931      $  631      $  322      $  631      $  631
  5 years     $1,134      $1,283      $1,083      $  558      $1,083      $1,083
  10 years    $1,925      $2,054      $2,338      $1,236      $2,054      $2,338
</TABLE>
                                                                  BALANCED FUNDS

                                                                               5
<PAGE>

                                   EVERGREEN

Tax Strategic Foundation Fund

 FUND FACTS:

 Goal:
 . Maximize after-tax total return

 Principal Investments:
 . Common and preferred stocks
 . Municipal securities

 Classes of Shares Offered in this Prospectus:
 . Class A
 . Class B
 . Class C
 . Class Y

 Investment Advisor:
 . Evergreen Asset Management Corp.

 Portfolio Managers:
 . James T. Colby, III
 . Jean Ledford
 . Richard Welsh

 NASDAQ Symbols:
 ETSAX (Class A)
 ETSBX (Class B)
 ETSCX (Class C)
 ETSYX (Class Y)

 Dividend Payment Schedule:
 . Quarterly
 ...............................................................................

[GRAPHIC APPEARS HERE]
   INVESTMENT GOAL

The Fund seeks maximum after-tax total return from a combination of current
income and capital appreciation.

   INVESTMENT STRATEGY

[GRAPHIC APPEARS HERE]
The Fund invests in a combination of equity and debt securities. Under normal
conditions, the Fund anticipates that at the close of each quarter of its
taxable year, at least 50% of its assets will be in municipal securities and
the remainder in equity securities.

The Fund invests in debt obligations issued by states and possessions of the
United States and by the District of Columbia, and their political
subdivisions, the interest from which is exempt from federal income tax.

The equity securities that the Fund invests in will include common stocks,
preferred stocks and securities convertible or exchangeable for common stocks.
The equity securities chosen will be on the basis of the potential for long-
term capital appreciation and not for current income.

The Fund's fixed income portion will consist of investment grade municipal
securities whose interest is exempt from federal income tax. In addition, 80%
of the Fund's overall investments in municipal securities will not be subject
to federal alternative minimum tax. As a matter of fundamental policy, 80% of
the Fund's investments in Municipal Securities will be invested in such
securities, the interest from which is not subject to the federal alternative
minimum tax. These municipal securities will be rated in the top four
categories of a nationally recognized statistical ratings organization, or if
unrated, then determined to be of a comparable quality.

The Fund may invest in high quality money market instruments in response to
adverse economic, political or market conditions. This strategy is inconsistent
with the Fund's principal investment strategy and investment objective, and if
employed could result in a lower return and loss of market opportunity.

   RISK FACTORS

[GRAPHIC APPEARS HERE]
Your investment in the Fund is subject to the risks discussed in the "Overview"
on page 1 under the headings:

 . Stock Market Risk
 . Interest Rate Risk
 . Credit Risk
BALANCED FUNDS

6
<PAGE>

                                   EVERGREEN


[GRAPHIC APPEARS HERE]
   PERFORMANCE

The following charts show how the Fund has performed in the past. Past
performance is not an indication of future results.

The chart below shows the percentage gain or loss for Class Y shares of the
Fund in each calendar year since the Class Y inception on 11/2/1993. It should
give you a general idea of how the Fund's return has varied from year-to-year.
This graph includes the effect of Fund expenses.

Year-by-Year Total Return for Class Y Shares (%)

[GRAPH APPEARS HERE]
  1994    1995    1996    1997    1998
   3.4    27.3    15.8   20.52     6.1


Best Quarter:                      4th Quarter 1998                       +8.52%
Worst Quarter:                      3rd Quarter 1998                      -6.18%
Year to date total return through 6/30/1999 is 4.32%.

The next table lists the Fund's average annual total return by class over the
past one and five years and since inception (through 12/31/1998), including
applicable sales charges. This table is intended to provide you with some
indication of the risks of investing in the Fund. At the bottom of the table
you can compare this performance with the S&P 500 Index and Lehman Brothers
Municipal Bond Index ("LBMB"). The S&P 500 Index is an unmanaged index of 500
publicly traded U.S. stocks and is often used as an indicator of performance of
the overall stock market. The LBMB Index is a broad measure of the municipal
bond market. Neither index is an actual investment.

Average Annual Total Return
(for the period ended 12/31/1998)*

<TABLE>
<CAPTION>
             Inception                                                         Performance
               Date                                                               Since
             of Class          1 year          5 year          10 year          11/2/1993
<S>          <C>               <C>             <C>             <C>             <C>
Class A      1/17/1995          0.84%          12.89%            N/A              13.23%
Class B       1/6/1995          0.04%          13.15%            N/A              13.60%
Class C       3/3/1995          4.05%          13.39%            N/A              13.71%
Class Y      11/2/1993          6.10%          14.28%            N/A              14.58%
S&P 500                        28.72%          24.09%            N/A              23.24%
LBMB                            5.84%           6.10%            N/A               6.26%
</TABLE>

* Historical performance shown for Classes A, B, and C prior to their inception
  is based on the performance of Class Y, the original class offered. These
  historical returns for Classes A, B, and C have not been adjusted to reflect
  the effect of each class' 12b-1 fees. These fees for Class A are 0.25%, for
  Class B are 1.00%, and for Class C are 1.00%. Class Y does not pay a 12b-1
  fee. If these fees had been reflected, returns would have been lower.

[GRAPHIC APPEARS HERE]
   EXPENSES

This section describes the fees and expenses you would pay if you bought and
held shares of the Fund.

Shareholder Fees (fees paid directly from your investment)

<TABLE>
<CAPTION>
  Shareholder
  Transaction
  Expenses          Class A Class B Class C Class Y

  <S>               <C>     <C>     <C>     <C>
  Maximum sales       4.75%   None    None   None
  charge imposed
  on purchases (as
  a % of offering
  price)
  Maximum deferred  None(*)  5.00%   1.00%   None
  sales charge (as
  a % of either
  the redemption
  amount or
  initial
  investment
  whichever is
  lower)
</TABLE>

(*) Investments of $1 million or more are not subject to a front-end sales
    charge, but may be subject to a contingent deferred sales charge of 1.00%
    upon redemption within one year after the month of purchase.

Annual Fund Operating Expenses (expenses that are deducted from Fund assets)+

<TABLE>
<CAPTION>
                Management           12b-1            Other                 Total Fund
                   Fees              Fees            Expenses           Operating Expenses
  <S>           <C>                  <C>             <C>                <C>
  Class A          0.88%             0.25%            0.20%                   1.33%
  Class B          0.88%             1.00%            0.20%                   2.08%
  Class C          0.88%             1.00%            0.20%                   2.08%
  Class Y          0.88%             0.00%            0.20%                   1.08%
</TABLE>

+Actual for the fiscal year ended 3/31/1999.

The table below shows the total expenses you would pay on a $10,000 investment
over one-, three-, five- and ten-year periods. The example is intended to help
you compare the cost of investing in this Fund versus other mutual funds and is
for illustration only. The example assumes a 5% average annual return and that
you reinvest all of your dividends. Your actual costs may be higher or lower.

Example of Fund Expenses

<TABLE>
<CAPTION>
                     Assuming Redemption at                       Assuming
                          End of Period                         No Redemption
   After:     Class A     Class B     Class C     Class Y     Class B     Class C
  <S>         <C>         <C>         <C>         <C>         <C>         <C>
  1 year      $  604      $  711      $  311      $  110      $  211      $  211
  3 years     $  876      $  952      $  652      $  343      $  652      $  652
  5 years     $1,169      $1,319      $1,119      $  595      $1,119      $1,119
  10 years    $2,000      $2,129      $2,410      $1,317      $2,129      $2,410
</TABLE>
                                                                  BALANCED FUNDS

                                                                               7
<PAGE>

                                   EVERGREEN

THE FUNDS' INVESTMENT ADVISORS

Each investment advisor manages a Fund's investments and supervises its daily
business affairs. There are two investment advisors for the Evergreen Balanced
Funds in this prospectus. All investment advisors for the Evergreen Funds are
subsidiaries of First Union Corporation, the sixth largest bank holding company
in the United States, with over $223 billion in consolidated assets as of
3/31/1999. First Union Corporation is located at 301 South College Street,
Charlotte, North Carolina 28288-0013.

Evergreen Asset Management Corp. (EAMC)
is the investment advisor to:
 . Evergreen Foundation Fund
 . Evergreen Tax Strategic Foundation Fund

EAMC with its predecessors, has served as investment advisor to the Evergreen
Funds since 1971, and currently manages over $20 billion in assets for 21 of
the Evergreen Funds. EAMC is located at 2500 Westchester Avenue, Purchase, New
York 10577.

Evergreen Investment Management Company (EIMC) is the investment advisor to:
 . Evergreen Balanced Fund

EIMC currently manages over $9.5 billion in assets for 28 of the Evergreen
Funds. EIMC is located at 200 Berkeley Street, Boston, Massachusetts 02116-
5034.

For the fiscal year ended 3/31/1999, the aggregate advisory fee paid to either
EIMC or EAMC by the Funds was as follows:

<TABLE>
<CAPTION>
                                                                  % of the
                                                               Fund's average
  Fund                                                        daily net assets
  <S>                                                         <C>
  Balanced Fund                                                    0.43%
  Foundation Fund                                                  0.75%
  Tax Strategic Foundation Fund                                    0.88%
</TABLE>

Year 2000 Compliance
The investment advisors and other service providers for the Evergreen Funds are
taking steps to address any potential Year 2000-related computer problems.
However, there is some risk that these problems could disrupt the Funds'
operations or financial markets generally. In addition, issuers of securities,
especially foreign issuers, in which the Funds may invest, may be adversely
affected by Year 2000 problems. Such problems could negatively impact the value
of the Funds' securities.

European Currency Conversion Risk
Certain countries in Europe converted their different currencies to a single,
common currency on January 1, 1999. In connection with this change, investment
advisors, mutual funds and their service providers have modified their
accounting and recordkeeping systems to handle the new currency. If a Fund
invests in foreign securities, your investment in the Fund may be adversely
affected if these technical modifications were not implemented properly. Also,
the conversion to a single currency could impair the markets for securities
denominated in the currencies being eliminated, which could also adversely
impact your investment.

THE FUNDS' PORTFOLIO MANAGERS

Balanced Fund
The day-to-day management of the Fund is handled by Gary Pzegeo and Judith
Warners. Mr. Pzegeo, Vice President and portfolio manager of the Fixed Income
group of EIMC has been managing the Fund since January 1999. Mr. Pzegeo has
been an investment professional at EIMC since 1990. Ms. Warners, Vice President
and portfolio manager since 1995, has managed the equity portion of the Fund
since June 1998. Ms. Warners joined EIMC as an analyst in 1981.

Foundation Fund
The day-to-day management of the Fund is handled by Jean Ledford and Richard
Welsh. Ms. Ledford and Mr. Welsh became co-managers of the Fund in August 1999.
Jean Ledford, CFA, became President and Chief Executive Officer of EAMC in
August 1999. From February 1997 until she joined EAMC, Ms. Ledford worked as a
portfolio manager at American Century Investments ("American Century"). From
1980 until she joined American Century, Ms. Ledford was the investment director
at the State of Wisconsin Investment Board.

Richard Welsh joined EAMC as Senior Vice President and portfolio manager in
August 1999. Prior to joining EAMC, Mr. Welsh worked at American Century
starting as research analyst in August 1994 and becoming portfolio manager in
January 1997.

Tax Strategic Foundation Fund
The day-to-day management of the Fund is handled by James T. Colby, III, Jean
Ledford and Richard Welsh. Ms. Ledford and Mr. Welsh joined James T. Colby,
III, as
BALANCED FUNDS

8
<PAGE>

                                   EVERGREEN

co-managers of the Fund in August 1999. Jean Ledford, CFA became President and
Chief Executive Officer of EAMC in August 1999. From February 1997 until she
joined EAMC, Ms. Ledford worked as a portfolio manager at American Century
Investments ("American Century"). From 1980 until she joined American Century,
Ms. Ledford was the investment director at the state of Wisconsin Investment
Board.

Richard Welsh joined EAMC as Senior Vice President and portfolio manager in
August 1999. Prior to joining EAMC, Mr. Welsh worked at American Century
starting as research analyst in August 1994 and becoming portfolio manager in
January 1997.

James T. Colby, III, has managed the fixed income portion of the Fund since its
inception in November 1993. Mr. Colby has been Vice President and senior
portfolio manager since joining FUNB in December 1992.

CALCULATING THE SHARE PRICE

The value of one share of a Fund, also known as the net asset value, or NAV, is
calculated on each day the New York Stock Exchange is open as of the time the
Exchange closes (normally 4:00 p.m. Eastern time). The Fund calculates its
share price for each share by adding up its total assets, subtracting all
liabilities, then dividing the result by the total number of shares
outstanding. Each class of shares is calculated separately. Each security held
by a Fund is valued using the most recent market data for that security. If no
market data is available for a given security, the Fund will price that
security at fair value according to policies established by the Funds' Board of
Trustees. Short-term securities with maturities of 60 days or less will be
valued on the basis of amortized cost.

The price per share you pay for a Fund purchase or the amount you receive for a
Fund redemption is based on the next price calculated after the order is
received and all required information is provided. The value of your account at
any given time is the latest share price multiplied by the number of shares you
own. Your account balance may change daily because the share price may change
daily.

HOW TO CHOOSE AN EVERGREEN FUND

When choosing an Evergreen Fund, you should:
 . Most importantly, read the prospectus to see if the Fund is suitable for you.
 . Consider talking to an investment professional. He or she is qualified to
  give you investment advice based on your investment goals and financial
  situation and will be able to answer questions you may have after reading the
  Fund's prospectus. He or she can also assist you through all phases of
  opening your account.
 . Request any additional information you want about the Fund, such as the
  Statement of Additional Information, Annual Report or Semi-annual Report by
  calling 1-800-343-2898.

HOW TO CHOOSE THE SHARE CLASS THAT BEST SUITS YOU

After choosing a Fund, you select a share class. Each Evergreen Balanced Fund
offers up to four different share classes: Class A, Class B, Class C and Class
Y. Each class except Class Y has its own sales charge. Pay particularly close
attention to the fee structure of each class so you know how much you will be
paying before you invest.

Class A
If you select Class A shares, you may pay a front-end sales charge of up to
4.75%. This charge is deducted from your investment before it is invested. The
actual charge depends on the amount invested, as shown below:

<TABLE>
<CAPTION>
                              As a % of               As a %                Dealer
         Your               NAV excluding            of your              commission
      Investment            sales charge            investment           as a % of NAV
  <S>                       <C>                     <C>                  <C>
  Up to $49,999                 4.75%                 4.99%                     4.25%
  $50,000-$99,999               4.50%                 4.71%                     4.25%
  $100,000-$249,999             3.75%                 3.90%                     3.25%
  $250,000-$499,999             2.50%                 2.56%                     2.00%
  $500,000-$999,999             2.00%                 2.04%                     1.75%
  $1,000,000 and over              0%                    0%              1.00 to .25%
</TABLE>

Although no front-end sales charge applies to purchases of $1,000,000 and over,
you will pay a 1% deferred sales charge if you redeem any such shares within 13
months of purchase.

                                                                  BALANCED FUNDS

                                                                               9
<PAGE>

                                   EVERGREEN

Two ways you can reduce your Class A sales charges:

1. Rights of Accumulation allow you to combine your investment with all
existing investments in all your Evergreen Fund accounts when determining
whether you meet the threshold for a reduced Class A sales charge.

2. Letter of Intent. If you agree to purchase at least $50,000 over a 13-month
period, you pay the same sales charge as if you had invested the full amount
all at once. The Fund will hold a certain portion of your investment in escrow
until your commitment is met.

Contact your broker or Evergreen Service Company at 1-800-343-2898 if you think
you may qualify for either of these services.

Each Fund may also sell Class A shares at net asset value without any initial
or contingent sales charge to Directors, Trustees, officers and employees of
the Fund, and the advisory affiliates of First Union Corporation, and to
members of their immediate families, to registered representatives of firms
with dealer agreements with Evergreen Distributor, Inc., and to a bank or trust
company acting as trustee for a single account.

Class B
If you select Class B shares, you do not pay a front-end sales charge, so the
entire amount of your purchase is invested in the Fund. However, your shares
are subject to an additional expense, known as the 12b-1 fee. In addition, you
may pay a deferred sales charge if you redeem your shares within six years
after the month of purchase.

The amount of the deferred sales charge depends on the length of time the
shares were held, as shown below:

<TABLE>
<CAPTION>
                                                 Contingent Deferred
       Time Held                                    Sales Charge
  <S>                                            <C>
  Month of Purchase +
  First 12 Month
  Period                                                       5.00%
  Month of Purchase +
  Second 12 Month Period                                       4.00%
  Month of Purchase +
  Third 12 Month
  Period                                                       3.00%
  Month of Purchase +
  Fourth 12 Month
  Period                                                       3.00%
  Month of Purchase +
  Fifth 12 Month
  Period                                                       2.00%
  Month of Purchase +
  Sixth 12 Month
  Period                                                       1.00%
  Thereafter                                                      0%
  After 7 years                                  Converts to Class A
  Dealer Allowance                                             4.00%
</TABLE>

Class C
Class C shares are similar to Class B shares, except the deferred sales charge
is less and only applies if shares are redeemed within the first year after the
month of purchase. Also, these shares do not convert to Class A shares and so
the higher 12b-1 fee continues for the life of the account.

<TABLE>
<CAPTION>
                                                       Contingent
      Time Held                                   Deferred Sales Charge
  <S>                                             <C>
  Month of Purchase + Less Than 1 Year                    1.00%
  Month of Purchase + 1 Year or More                      0.00%
</TABLE>

Waiver of Class B or Class C Deferred Sales Charges
You will not be assessed a deferred sales charge for Class B or Class C shares
if you redeem shares in the following situations:
 . When the shares were purchased through reinvestment of dividends/capital
  gains
 . Death or disability
 . Lump-sum distribution from a 401(k) plan or other benefit plan qualified
  under ERISA
 . Automatic IRA withdrawals if your age is at least 59 1/2
 . Automatic withdrawals of up to 1.0% of the account balance per month
 . Loan proceeds and financial hardship distributions from a retirement plan
 . Returns of excess contributions or excess deferral amounts made to a
  retirement plan participant

Class Y
Each Fund offers Class Y shares at net asset value without an initial sales
charge, deferred sales charge or 12b-1 fees. Class Y shares are only offered to
persons who owned shares in a Fund advised by EAMC on or before December 31,
1994, certain institutional investors and investment advisory clients of an
investment advisor of an Evergreen Fund (or the investment advisor's
affiliates).
BALANCED FUNDS

10
<PAGE>

                                   EVERGREEN

HOW TO BUY SHARES

Evergreen Funds' low investment minimums make investing easy. Once you decide
on an amount and a share class, simply fill out an application and send in your
payment, or talk to your investment professional.

Minimum Investments

<TABLE>
<CAPTION>
                       Initial Additional
  <S>                  <C>     <C>
  Regular Accounts     $1,000     None
  IRAs                 $  250     None
  Systematic
   Investment Plan     $   50     $ 25
</TABLE>

<TABLE>
<CAPTION>
 Method       Opening an Account                       Adding to an Account

 <C>          <S>                                      <C>
 By Mail or   . Complete and sign the account                 . Make your check payable to Evergreen Funds
 through an     application
 Investment   . Make the check payable to Evergreen           . Write a note specifying:
 Professional   Funds
              . Mail the application and your check             - the Fund name
                to the address below:
                  Evergreen Service Company                     - share class
                  P.O. Box 2121                                 - your account number
                  Boston, MA 02106-2121
                                                                - the name(s) in which the account is registered
                  Overnight Address:
                  Evergreen Service Company
                  200 Berkeley St.
                  Boston, MA 02116-5039

              . Or deliver them to your investment            . Mail to the address to the left or deliver to
                representative (provided he or she              your investment representative
                has a broker-dealer arrangement with
                Evergreen Distributor, Inc.
 By Phone     . Call 1-800-343-2898 to set up an              . Call the Evergreen Express Line at 1-800-346-
                account number and get wiring                   3858 24 hours a day or 1-800-343-2898 between 8
                instructions (call before 12 noon if            a.m. and 6 p.m. Eastern time, on any business
                you want wired funds to be credited             day.
                that day).
              . Instruct your bank to wire or
                transfer your purchase (they may
                charge a wiring fee).                         . If your bank account is set up on file, you can
              . Complete the account application and            request either:
                mail to:
                  Evergreen Service CompanyOvernight            - Federal Funds Wire (offers immediate
                   Address:                                       access to funds) or
                  P.O. Box 2121Evergreen Service Company        - Electronic transfer through the Automated
                  Boston, MA 02106-2121200 Berkeley St.           Clearing House, which avoids wiring fees.
                  Boston, MA 02116-5039
              . Wires received after 4 p.m. Eastern
                time on market trading days will
                receive the next market day's
                closing price.*
 By Exchange  . You can make an additional investment by exchange from an existing Evergreen Fund
                account by contacting your investment representative or calling the Evergreen Express
                Line at 1-800-346-3858.**
              . You can only exchange shares within the same class.
              . There is no sales charge or redemption fee when exchanging Funds within the Evergreen
                Funds family.***
              . Orders placed before 4 p.m. Eastern time on market trading days will receive that
                day's closing share price (if not, you will receive the next market day's closing
                price).*
              . Exchanges are limited to three per calendar quarter, but in no event more than five
                per calendar year.
              . Exchanges between accounts which do not have identical ownership must be made in
                writing with a signature guarantee (see below).

 Systematic   . You can transfer money automatically          . To establish automatic investing for an
 Investment     from your bank account into                     existing
 Plan (SIP)     our Fund on a monthly basis.                    account, call 1-800-343-2898 for
              . Initial investment minimum is $50 if            an application.
                you invest at least $25 per
                month with this service.                      . The minimum is $25 per month or $75
              . To enroll, check off the box on the             per quarter.
                account application and
                provide:                                      . You can also establish an investing program
              - your bank account information                   through direct deposit from your paycheck.
              - the amount and date of your monthly             Call 1-800-343-2898 for details.
                investment
</TABLE>

   *The Fund's shares may be made available through financial service firms
 which are also investment dealers and which have a service agreement with
 the Distributor. The Fund has approved the acceptance of purchase and
 repurchase request orders effective as of the time of their receipt by
 certain authorized financial intermediaries.
  **Once you have authorized either the telephone exchange or redemption
 service, anyone with a Personal Identification Number (PIN) and the
 required account information (including your broker) can request a
 telephone transaction in your account. All calls are recorded or monitored
 for verification, recordkeeping and quality-assurance purposes. The
 Evergreen Funds reserve the right to terminate the exchange privilege of
 any shareholder who exceeds the listed maximum number of exchanges, as well
 as to reject any large dollar exchange if placing it would, in the judgment
 of the portfolio manager, adversely affect the price of the Fund.
 ***This does not apply to exchanges from Class A of an Evergreen Money
 Market Fund.
                                                                  BALANCED FUNDS

                                                                              11
<PAGE>

                                   EVERGREEN


HOW TO REDEEM SHARES

We offer you several convenient ways to redeem your shares in any of the
Evergreen Funds:

<TABLE>
<CAPTION>
  Methods      Requirements

  <C>          <S>                               <C>                         <C>
  Call Us      . Call the Evergreen Express Line at 1-800-346-3858 24 hours a day or 1-800-343-2898
                 between 8 a.m. and 6 p.m. Eastern time, on any business day.
               . This service must be authorized ahead of time, and is only available for regular
                 accounts.**
               . All authorized requests made before 4 p.m. Eastern time on market trading days will be
                 processed at that day's closing price. Requests after 4 p.m. will be processed the
                 following business day.*
               . We can either:
                 -wire the proceeds into your bank account (service charges may apply)
                 -electronically transmit the proceeds to your bank account via the Automated Clearing
                   House service
                 -mail you a check.
               . All telephone calls are recorded for your protection. We are not responsible for
                 acting on telephone orders we believe are genuine.
               . See exceptions list below for requests that must be made in writing.

  Write Us     . You can mail a redemption       Evergreen Service Company   Overnight Address:
                 request to:                     P.O. Box 2121               Evergreen Service Company
                                                 Boston, MA 02106-2121       200 Berkeley St.
                                                                             Boston, MA 02116-5039

               . Your letter of instructions must:
                 -list the Fund name and the account number
                 -indicate the number of shares or dollar value you wish to redeem
                 -be signed by the registered owner(s)
               . See exceptions list below for requests that must be signature guaranteed.
               . To redeem from an IRA or other retirement account, call 1-800-346-3858 for a special
                 application.

  Sell Your    . You may also redeem your shares through participating broker-dealers by delivering a
  Shares in      letter as described above to your broker-dealer.
  Person       . A fee may be charged for this service.

  Systematic   . You can transfer money automatically from your Fund account on a monthly or quarterly
  Withdrawal     basis without redemption fees.
  Plan (SWP)   . The withdrawal can be mailed to you, or deposited directly to your bank account.
               . The minimum is $75 per month.
               . The maximum is 1% of your account per month or 3% per quarter.
               . To enroll, call 1-800-343-2898 for an application.
</TABLE>

Timing of Proceeds
Normally, we will send your redemption proceeds on the next business day after
we receive your request; however, we reserve the right to wait up to seven
business days to redeem any investments made by check and five business days
for investments made by Automated Clearing House transfer.

We also reserve the right to redeem in kind by paying you the proceeds of a
redemption in securities rather than in cash, and to redeem the remaining
amount in the account if your redemption brings the account balance below the
initial minimum of $1,000.

Exceptions: Redemption Requests That Require A Signature Guarantee
To protect you and the Evergreen Funds against fraud, certain redemption
requests must be made in writing with your signature guaranteed. A signature
guarantee can be obtained at most banks and securities dealers. A notary public
is not authorized to provide a signature guarantee.
The following circumstances require signature guarantees:

 . You are redeeming more than $50,000                 Who Can Provide A
 . You want the proceeds transmitted to a bank         Signature Guarantee:
  account not listed on the account                   . Commercial Bank
 . You want the proceeds payable to anyone other       . Trust Company
  than the registered owner(s) of the account         . Savings Association
 . Either your address or the address of your bank
  account has been changed within 30 days
 . The account is registered in the name of a
  fiduciary corporation or any other organization.

In these cases, additional documentation is
required:
 corporate accounts: certified copy of corporate
 resolution
 fiduciary accounts: copy of the power of attorney
 or other governing document

The deferred sales charge percentage is applied to the value of the shares when
purchased or when redeemed, whichever is less. No deferred sales charge is paid
on shares purchased through dividend or capital gains reinvestments or on any
gains in the value of your shares.
BALANCED FUNDS

12
<PAGE>

                                   EVERGREEN

OTHER SERVICES

Evergreen Express Line
Use our automated, 24-hour service to check the value of your investment in a
Fund; purchase, redeem or exchange Fund shares; find a Fund's price, yield or
total return; order a statement or duplicate tax form; or hear market
commentary from Evergreen portfolio managers.

Automatic Reinvestment of Dividends
For the convenience of investors, all dividends and capital gains distributions
are automatically reinvested, unless you request otherwise. Distributions can
be made by check or electronic transfer through the Automated Clearing House to
your bank account. The details of your dividends and other distributions will
be included on your statement.

Payroll Deduction
If you want to invest automatically through your paycheck, call us to find out
how you can set up direct payroll deductions. The amounts deducted will be
invested in your Fund using the Electronic Funds Transfer System. We will
provide the Fund account number. Your payroll department will let you know the
date of the pay period when your investment begins.

Telephone Investment Plan
You may make additional investments electronically in an existing Fund account
at amounts of not less than $100 or more than $10,000 per investment. Telephone
requests received by 4:00 p.m. Eastern time will be invested the day the
request is received.

Dividend Exchange
You may elect on the application to reinvest capital gains and/or dividends
earned in one Evergreen Fund into an existing account in another Evergreen Fund
in the same share class--automatically. Please indicate on the application the
Evergreen Fund(s) into which you want to invest the distributions.

Reinvestment Privileges
Under certain circumstances, shareholders may, within one year of redemption,
reinstate their accounts at the current price (NAV).

THE TAX CONSEQUENCES OF INVESTING IN THE FUND

You may be taxed in two ways:
 . On Fund distributions (capital gains and dividends)
 . On any profit you make when you sell any or all of your shares.

Fund Distributions
A mutual fund passes along to all of its shareholders the net income or profits
it receives from its investments. The shareholders of the Fund then pay any
taxes due, whether they receive these distributions in cash or elect to have
them reinvested. The Tax Strategic Foundation Fund expects that a portion of
their regular dividends will be exempt from federal income tax. Otherwise, the
funds will distribute two types of taxable income to you:

 . Dividends. The Fund pays a quarterly dividend from the dividends, interest
  and other income on the securities in which it invests.
 . Capital Gains. When a mutual fund sells a security it owns for a profit, the
  result is a capital gain. Evergreen Balanced Funds generally distribute
  capital gains at least once a year, near the end of the calendar year. Short-
  term capital gains reflect securities held by the Fund for a year or less and
  are considered ordinary income just like dividends. Profits on securities
  held longer than 12 months are considered long-term capital gains and are
  taxed at a special tax rate (20% for most taxpayers, on sales made after
  January 1, 1998).

Dividend and Capital Gain Reinvestment
Unless you choose otherwise on the account application, all dividend and
capital gain payments will be reinvested to buy additional shares. Distribution
checks that are returned and distribution checks that are uncashed when the
shareholder has failed to respond to mailings from the shareholder servicing
agent will automatically be reinvested to buy additional shares. No interest
will accrue on amounts represented by uncashed distribution or redemption
checks.

We will send you a statement each January with the federal tax status of
dividends and distributions paid by each Fund during the previous calendar
year.
                                                                  BALANCED FUNDS

                                                                              13
<PAGE>

                                   EVERGREEN



Profits You Realize When You Redeem Shares
When you sell shares in a mutual fund, whether by redeeming or exchanging, you
have created a taxable event. You must report any gain or loss on your tax
return unless the transaction was entered into by a tax-deferred retirement
plan or occurred in a money market fund. Investments in money market funds
typically do not generate capital gains. It is your responsibility to keep
accurate records of your mutual fund transactions. You will need this
information when you file your income tax return, since you must report any
capital gains or losses you incur when you sell shares. Remember, an exchange
is a purchase and a sale for tax purposes.

Tax Reporting
Evergreen Service Company provides you with a tax statement of your dividend
and capital gains distributions for each calendar year on Form 1099 DIV.
Proceeds from a sale are reported on Form 1099B. You must report these on your
tax return. Since the IRS receives a copy as well, you could pay a penalty if
you neglect to report them.

Evergreen Service Company will send you a tax information guide each year
during tax season, which may include a cost basis statement detailing the gain
or loss on taxable transactions you had during the year. Please consult your
own tax advisor for further information regarding the federal, state and local
tax consequences of an investment in the Funds.

Retirement Plans
You may invest in each Fund through various retirement plans, including IRAs,
401(k) plans, Simplified Employee Plan (SEP's) IRAs, 403(b) plans, 457 plans
and others. For special rules concerning these plans, including applications,
restrictions, tax advantages, and potential sales charge waivers, contact your
broker-dealer. To determine if a retirement plan may be appropriate for you,
consult your tax advisor.

BALANCED FUNDS

14
<PAGE>

                                   EVERGREEN

FEES AND EXPENSES OF THE FUND

Every mutual fund has fees and expenses that are assessed either directly or
indirectly. This section describes each of those fees.

Management Fee
The management fee pays for the normal expenses of managing the fund, including
portfolio manager salaries, research costs, corporate overhead expenses and
related expenses.

12b-1 Fee
The Trustees of the Evergreen Funds have approved a policy to assess 12b-1 fees
for Class A, Class B and Class C shares. Up to 0.75% of Class A's daily net
assets and up to 1.00% of each of Class B's and Class C's daily net assets are
payable as a 12b-1 fee. However, currently the 12b-1 fee for Class A is limited
to 0.25% of the daily net assets of the class. These fees increase the cost of
your investment. The purpose of the 12b-1 fee is to promote the sale of more
shares of the Funds to the public. The Fund might use this fee for advertising
and marketing and as a "service fee" to the broker-dealer for additional
shareholder services.

Other Expenses
Other expenses include miscellaneous fees from affiliated and outside service
providers. These may include legal, audit, custodial and safekeeping fees, the
printing and mailing of reports and statements, automatic reinvestment of
distributions and other conveniences for which the shareholder pays no
transaction fees.

Total Fund Operating Expenses
The total cost of running the Fund is called the expense ratio. As a
shareholder, you are not charged these fees directly; instead they are taken
out before the Fund's NAV is calculated, and are expressed as a percentage of
the Fund's average daily net assets. The effect of these fees is reflected in
the performance results for that share class. Because these fees are
"invisible," investors should examine them closely in the prospectus,
especially when comparing one Fund with another fund in the same investment
category. There are three things to remember about expense ratios: 1) your
total return in the Fund is reduced in direct proportion to the fees; and 2)
expense ratios can vary greatly between funds and fund families, from under
0.25% to over 3.0% and 3) a Fund's advisor may waive a portion of the Fund's
expenses for a period of time, reducing its expense ratio.
                                                                  BALANCED FUNDS

                                                                              15
<PAGE>

                                   EVERGREEN

FINANCIAL HIGHLIGHTS

This section looks in detail at the results for one share in each share class
of the Funds--how much income it earned, how much of this income was passed
along as a distribution and how much the return was reduced by expenses. The
following tables have been derived from financial information audited by KPMG
LLP, the Funds' independent auditors. For a more complete picture of the Funds'
financials, please see the Funds' Annual Report as well as the Statement of
Additional Information.
- --------------------------------------------------------------------------------

BALANCED FUND                                                   CLASS A

<TABLE>
<CAPTION>
                                                       Year Ended March 31,
                                                     ------------------------
                                                       1999       1998#(a)
- ------------------------------------------------------------------------------
<S>                                                  <C>         <C>
Net asset value, beginning of period                 $    12.87   $    12.36
                                                     ----------   ----------
 .............................................................................
Income from investment operations
 .............................................................................
Net investment income                                      0.37         0.08
 ............................................................................
Net realized and unrealized gains or losses on
 securities, futures contracts and foreign currency
 related transactions                                      0.48         0.81
                                                     ----------   ----------
 .............................................................................
Total from investment operations                           0.85         0.89
                                                     ----------   ----------
 .............................................................................
Less distributions to shareholders from
 .............................................................................
Net investment income                                     (0.41)       (0.12)
 .............................................................................
Net realized gains                                        (2.03)       (0.26)
 .............................................................................
Tax basis return of capital                                   0            0
                                                     ----------   ----------
 .............................................................................
Total distributions to shareholders                       (2.44)       (0.38)
                                                     ----------   ----------
 ............................................................................
Net asset value, end of period                       $    11.28   $    12.87
                                                     ----------   ----------
 .............................................................................
Total return*                                              7.52%        7.38%
 .............................................................................
Ratios and supplemental data
 .............................................................................
Net assets, end of period (millions)                 $    1,241   $    1,277
 .............................................................................
Ratios to average net assets
 Expenses                                                  0.96%        0.99%+
 .............................................................................
 Net investment income                                     2.97%        3.25%+
 ............................................................................
Portfolio turnover rate                                     102%          76%
 .............................................................................
</TABLE>

(a) For the period from January 20, 1998 (commencement of class operations) to
    March 31, 1998.
(b) For the nine-month period ended March 31, 1998. The Fund changed its fiscal
    year end from June 30 to March 31, effective March 31, 1998.
(c) For the period from January 22, 1998 (commencement of class operations) to
    March 31, 1998.
*   Excluding sales charges.
+   Annualized.
#   Net investment income is based on average shares outstanding during the
    period.

- --------------------------------------------------------------------------------

FOUNDATION FUND                             CLASS A

<TABLE>
<CAPTION>
                                                                Year Ended
                                     Year Ended March 31,      December 31,
                                    ------------------------  ----------------
                                     1999   1998 #  1997 (b)   1996   1995 (a)
- -------------------------------------------------------------------------------
<S>                                 <C>     <C>     <C>       <C>     <C>
Net asset value, beginning of
 period                             $20.44  $16.00   $16.13   $15.12   $12.24
                                    ------  ------   ------   ------   ------
 .............................................................................
Income from investment operations
 .............................................................................
Net investment income                 0.44    0.44     0.12     0.50     0.44
 .............................................................................
Net realized and unrealized gains
 or losses on securities and
 foreign currency related
 transactions                         0.68    4.87    (0.13)    1.16     3.14
                                    ------  ------   ------   ------   ------
 .............................................................................
Total from investment operations      1.12    5.31    (0.01)    1.66     3.58
                                    ------  ------   ------   ------   ------
 .............................................................................
Less distributions to shareholders
 from
 .............................................................................
Net investment income                (0.43)  (0.44)   (0.12)   (0.50)   (0.47)
 .............................................................................
Net realized gains                   (0.15)  (0.43)       0    (0.15)   (0.23)
                                    ------  ------   ------   ------   ------
 ............................................................................
Total distributions to
 shareholders                        (0.58)  (0.87)   (0.12)   (0.65)   (0.70)
                                    ------  ------   ------   ------   ------
 .............................................................................
Net asset value, end of period      $20.98  $20.44   $16.00   $16.13   $15.12
                                    ------  ------   ------   ------   ------
 .............................................................................
Total return*                         5.58%  33.88%   (0.20%)  11.30%   29.70%
 .............................................................................
Ratios and supplemental data
 .............................................................................
Net assets, end of period
 (millions)                         $  380  $  350   $  220   $  206   $  107
 .............................................................................
Ratios to average net assets
 Expenses                             1.26%   1.28%    1.25%+   1.24%    1.33%+
 .............................................................................
 Net investment income                2.18%   2.39%    2.83%+   3.39%    3.73%+
 .............................................................................
Portfolio turnover rate                 10%      9%       2%      10%      28%
 ............................................................................
</TABLE>

(a) For the period from January 3, 1995 (commencement of class operations)
    to December 31, 1995.
(b) For the three-month period ended March 31, 1997. The Fund changed its
    fiscal year end from December 31 to March 31, effective March 31, 1997.
*   Excluding sales charges.
+   Annualized.
#   Net investment income is based on average shares outstanding during the
    period.

BALANCED FUNDS

16
<PAGE>

                                   EVERGREEN

- --------------------------------------------------------------------------------

CLASS B

<TABLE>
<CAPTION>
     Year Ended March 31,               Year Ended June 30,
 ----------------------------- --------------------------------------
        1999       1998#(b)      1997      1996      1995      1994
- ---------------------------------------------------------------------
<S>                <C>          <C>       <C>       <C>       <C>
       $12.88      $12.95       $11.33    $10.09    $ 9.26    $10.10
       ======      ======       ======    ======    ======    ======
 .....................................................................

 .....................................................................
         0.28        0.26         0.30      0.29      0.31      0.28
 .....................................................................
         0.48        1.53         2.07      1.42      0.96     (0.37)
        -----      ------       ------    ------    ------    ------
 .....................................................................
         0.76        1.79         2.37      1.71      1.27     (0.09)
        -----      ------       ------    ------    ------    ------
 .....................................................................

 .....................................................................
        (0.32)      (0.27)       (0.30)    (0.27)    (0.33)    (0.35)
 .....................................................................
        (2.03)      (1.59)       (0.45)    (0.20)    (0.11)    (0.38)
 .....................................................................
            0           0            0         0         0     (0.02)
        -----      ------       ------    ------    ------    ------
 .....................................................................
        (2.35)      (1.86)       (0.75)    (0.47)    (0.44)    (0.75)
        -----      ------       ------    ------    ------    ------
 .....................................................................
       $11.29      $12.88       $12.95    $11.33    $10.09    $ 9.26
       ======      ======       ======    ======    ======    ======
 .....................................................................
         6.71%      14.89%       21.95%    17.35%    14.20%   (1.16%)
 ....................................................................

       $  434      $  580       $1,625    $1,481    $1,345    $1,390
 .....................................................................

         1.71%       1.35%+       1.70%     1.72%     1.77%     1.71%
 .....................................................................
         2.23%       2.66%+       2.50%     2.71%     3.33%     2.81%
 ....................................................................
         102%          76%          89%       96%       88%       88%
 .....................................................................
</TABLE>

- ---------------------------

 CLASS C

<TABLE>
<CAPTION>
     Year Ended March 31,
    ----------------------
       1999        1998#(c)
- -------------------------------
<S>                <C>
      $12.88       $12.43
      ======       ======
 ...............................

 ...............................
        0.26         0.05
 ...............................
        0.51         0.75
      ------       ------
 ...............................
        0.77         0.80
      ------       ------
 ...............................

 ...............................
       (0.32)       (0.09)
 ...............................
       (2.03)       (0.26)
 ...............................
           0            0
      ------       ------
 ...............................
       (2.35)       (0.35)
      ------       ------
 ...............................
      $11.30       $12.88
      ======       ======
 ...............................
        6.79%        6.58%
 ...............................

 ...............................
      $    2       $    1
 ...............................
        1.71%        1.76%+
 ...............................
        2.21%        2.41%+
 ..............................
         102%          76%
 ...............................
</TABLE>


- --------------------------------------------------------------------------------

CLASS B

<TABLE>
<CAPTION>
                                    Year Ended
    Year Ended March 31,           December 31,
  -----------------------------  -----------------
    1999     1998 #   1997 (b)    1996    1995 (a)
- ---------------------------------------------------
  <S>        <C>      <C>        <C>      <C>
    $20.34   $ 15.94  $ 16.07    $ 15.07  $ 12.24
    ======   =======  =======    =======  =======
 ...................................................

 ...................................................
      0.29      0.30     0.09       0.40     0.36
 ...................................................
      0.67      4.84    (0.13)      1.15     3.09
    ------    ------  -------     ------   ------
 ...................................................
      0.96      5.14    (0.04)      1.55     3.45
    ------    ------  -------     ------   ------
 ...................................................

 ...................................................
     (0.27)    (0.31)   (0.09)     (0.40)   (0.39)
 ...................................................
     (0.15)    (0.43)       0      (0.15)   (0.23)
   -------   -------   ------    -------  -------
 ...................................................
     (0.42)    (0.74)   (0.09)     (0.55)   (0.62)
   -------   -------  -------    -------  -------
 ...................................................
    $20.88   $ 20.34  $ 15.94    $ 16.07  $ 15.07
    ======   =======  =======    =======  =======
 ...................................................
      4.81%    32.81%   (0.30%)    10.50%   28.70%
 ...................................................

 ...................................................
    $1,432   $ 1,124  $   606    $   570  $   296
 ...................................................

      2.01%     2.04%    2.00%+     1.99%    2.07%+
 ...................................................
      1.43%     1.63%    2.07%+     2.64%    2.99%+
 ...................................................
        10%        9%       2%        10%      28%
 ...................................................
</TABLE>

- --------------------------------------------------------------------------------

CLASS C

<TABLE>
<CAPTION>
                                          Year Ended
      Year Ended March 31,               December 31,
- -----------------------------------   ------------------
      1999     1998 #     1997 (b)    1996    1995 (a)
- --------------------------------------------------------
<S>            <C>        <C>         <C>     <C>
    $ 20.34      $ 15.94  $ 16.06     $ 15.07  $ 12.24
    =======      =======  =======     =======  =======
 ........................................................

 ........................................................
       0.29         0.30     0.09        0.40     0.34
 ........................................................
       0.66         4.84    (0.13)       1.14     3.09
     ------      -------  -------      ------   ------
 ........................................................
       0.95         5.14    (0.04)       1.54     3.43
     ------      -------  -------      ------   ------
 ........................................................

 ........................................................
      (0.27)       (0.31)   (0.08)      (0.40)   (0.37)
 ........................................................
      (0.15)       (0.43)       0       (0.15)   (0.23)
     ------      -------  -------      ------   ------
 ........................................................
      (0.42)       (0.74)   (0.08)      (0.55)   (0.60)
     ------      -------  -------      ------   ------
 ........................................................
     $ 20.87     $ 20.34  $ 15.94      $ 16.06  $ 15.07
     =======     =======  =======      =======  =======
 ........................................................
        4.76%      32.81%   (0.30%)      10.40%   28.50%
 ........................................................

 .......................................................
     $    68     $    50  $    28      $    27  $    11
 ........................................................

 ........................................................
        2.01%       2.04%    2.00%+       1.99%    2.23%+
 ........................................................
        1.43%       1.63%    2.07%+       2.64%    2.83%+
 ........................................................
          10%          9%       2%          10%      28%
 ........................................................
</TABLE>

                                                                  BALANCED FUNDS

                                                                              17
<PAGE>

                                   EVERGREEN

- --------------------------------------------------------------------------------

BALANCED FUND                                          CLASS Y

<TABLE>
<CAPTION>
                                               Year Ended      Period Ended
                                             March 31, 1999 March 31, 1998#(a)
- ------------------------------------------------------------------------------
<S>                                          <C>            <C>
Net asset value, beginning of period             $12.86           $12.01
                                                 ======           ======
 ............................................................................
Income from investment operations
 .............................................................................
Net investment income                              0.39             0.08
 .............................................................................
Net realized and unrealized gains or losses
 on securities, futures contracts and
 foreign currency related transactions             0.49             0.86
                                                 ------           ------
 .............................................................................
Total from investment operations                   0.88             0.94
                                                 ------           ------
 .............................................................................
Less distributions to shareholders from
 .............................................................................
Net investment income                             (0.44)           (0.09)
 .............................................................................
Net realized gains                                (2.03)               0
 .............................................................................
Tax basis return of capital                           0                0
                                                 ------           ------
 ............................................................................
Total distributions to shareholders               (2.47)           (0.09)
                                                 ------           ------
 .............................................................................
Net asset value, end of period                   $11.27           $12.86
                                                 ======           ======
 .............................................................................
Total return                                       7.79%            7.79%
 .............................................................................
Ratios and supplemental data
 .............................................................................
Net assets, end of period (millions)             $   34           $   39
 .............................................................................
Ratios to average net assets
 Expenses                                          0.71%            0.75%+
 ............................................................................
 Net investment income                             3.22%            3.47%+
 .............................................................................
Portfolio turnover rate                             102%              76%
 .............................................................................
</TABLE>

(a) For the period from January 26, 1998 (commencement of class operations) to
    March 31, 1998.
+   Annualized.
#   Net investment income is based on average shares outstanding during the
    period.

- --------------------------------------------------------------------------------

FOUNDATION FUND                          CLASS Y

<TABLE>
<CAPTION>
                                                       Year Ended December
                              Year Ended March 31,             31,
                             ------------------------  ----------------------
                              1999   1998 #  1997 (a)   1996    1995    1994
- -------------------------------------------------------------------------------
<S>                          <C>     <C>     <C>       <C>     <C>     <C>
Net asset value, beginning
 of period                   $20.45  $16.02   $16.14   $15.13  $12.27  $13.12
                             ======  ======   ======   ======  ======  ======
 ............................................................................
Income from investment
 operations
 .............................................................................
Net investment income          0.49    0.49     0.13     0.54    0.51    0.42
 .............................................................................
Net realized and unrealized
 gains or losses on securi-
 ties and foreign currency
 related transactions          0.68    4.86    (0.13)    1.16    3.07   (0.57)
                             ------  ------   ------   ------  ------  ------
 .............................................................................
Total from investment oper-
 ations                        1.17    5.35     0.00     1.70    3.58   (0.15)
                             ------  ------   ------   ------  ------  ------
 .............................................................................

Less distributions to
 shareholders from
Net realized gains            (0.15)  (0.43)       0    (0.15)  (0.23)  (0.28)
                             ------  ------   ------   ------  ------  ------
 .............................................................................
Net investment income         (0.48)  (0.49)   (0.12)   (0.54)  (0.49)  (0.42)
 .............................................................................
Total distributions           (0.63)  (0.92)   (0.12)   (0.69)  (0.72)  (0.70)
                             ------  ------   ------   ------  ------  ------
 .............................................................................
Net asset value, end of
 period                      $20.99  $20.45   $16.02   $16.14  $15.13  $12.27
                             ======  ======   ======   ======  ======  ======
 .............................................................................
Total return                   5.84%  34.12%    0.00%   11.50%  29.70%  (1.10%)
 .............................................................................
Ratios and supplemental
 data
 .............................................................................
Net assets, end of period
 (millions)                  $1,238  $1,117   $  802   $  809  $  623  $  332
 .............................................................................
Ratios to average net as-
 sets
 Expenses                      1.01%   1.03%    1.00%+   0.99%   1.07%   1.14%
 .............................................................................
 Net investment income         2.43%   2.65%    3.07%+   3.64%   3.89%   3.51%
 .............................................................................
Portfolio turnover rate          10%      9%       2%      10%     28%     33%
 .............................................................................
</TABLE>
(a) For the three-month period ended March 31, 1997. The Fund changed its fiscal
    year end from December 31 to March 31, effective March 31, 1997.
+   Annualized.
#   Net investment income is based on average shares outstanding during the
    period.

BALANCED FUNDS

18
<PAGE>

                                   EVERGREEN

- --------------------------------------------------------------------------------

TAX STRATEGIC FOUNDATION FUND               CLASS A

<TABLE>
<CAPTION>
                                                                Year Ended
                                  Year Ended March 31,         December 31,
                                --------------------------   -----------------
                                 1999     1998    1997 (b)    1996    1995 (a)
- -------------------------------------------------------------------------------
<S>                             <C>      <C>      <C>        <C>      <C>
Net asset value, beginning of
 period                         $ 16.36  $ 13.57  $ 13.50    $ 12.20   $10.44
                                =======  =======  =======    =======   ======
 .............................................................................
Income from investment
 operations
 .............................................................................
Net investment income              0.34     0.31     0.07       0.27     0.29
 .............................................................................
Net realized and unrealized
 gains or losses on securities    (0.16)    2.96     0.06#      1.59     2.24
                                -------  -------  -------    -------   ------
 .............................................................................
Total from investment
 operations                        0.18     3.27     0.13       1.86     2.53
                                -------  -------  -------    -------   ------
 ............................................................................
Less distributions to
 shareholders from
 .............................................................................
Net investment income             (0.34)   (0.30)   (0.06)     (0.28)   (0.31)
 .............................................................................
Net realized gains                (0.03)   (0.18)       0      (0.28)   (0.46)
                                -------  -------  -------    -------   ------
 .............................................................................
Total distributions to
 shareholders                     (0.37)   (0.48)   (0.06)     (0.56)   (0.77)
                                -------  -------  -------    -------   ------
 .............................................................................
Net asset value, end of period  $ 16.17  $ 16.36  $ 13.57    $ 13.50   $12.20
                                =======  =======  =======    =======   ======
 ............................................................................
Total return*                      1.12%   24.40%    1.00%     15.40%   24.80%
 .............................................................................
Ratios and supplemental data
 .............................................................................
Net assets, end of period
 (thousands)                    $81,566  $69,879  $15,039    $11,166   $2,702
 ............................................................................
Ratios to average net assets:
 Expenses                          1.33%    1.42%    1.38%+     1.52%    1.75%+
 .............................................................................
 Net investment income             2.18%    2.21%    2.30%+     2.39%    2.79%+
 .............................................................................
Portfolio turnover rate              64%      50%      29%        88%     110%
 .............................................................................
</TABLE>
(a) For the period from January 17, 1995 (commencement of class operations) to
    December 31, 1995.
(b) For the three-month period ended March 31, 1997. The Fund changed its fiscal
    year end from December 31 to March 31, effective March 31, 1997.
*   Excluding sales charges.
+   Annualized.
#   The per share amount is not in accord with the net realized and unrealized
    gains or losses for the period due to the timing of the sales of Fund shares
    and the amount of per share realized and unrealized gains or losses at such
    time.
                                                                  BALANCED FUNDS

                                                                              19
<PAGE>

                                   EVERGREEN

- --------------------------------------------------------------------------------

TAX STRATEGIC FOUNDATION FUND              CLASS B

<TABLE>
<CAPTION>
                                                                Year Ended
                                 Year Ended March 31,          December 31,
                              ----------------------------   -----------------
                                1999      1998    1997 (b)    1996    1995 (a)
- -------------------------------------------------------------------------------
<S>                           <C>       <C>       <C>        <C>      <C>
Net asset value, beginning
 of period                    $  16.33  $  13.56  $ 13.49    $ 12.19   $10.31
                              ========  ========  =======    =======   ======
 ..............................................................................
Income from investment
 operations
 ..............................................................................
Net investment income             0.22      0.21     0.05       0.19     0.22
 .............................................................................
Net realized and unrealized
 gains or losses on
 securities                      (0.15)     2.94     0.06#      1.59     2.37
                              --------  --------  -------    -------   ------
 ..............................................................................
Total from investment
 operations                       0.07      3.15     0.11       1.78     2.59
                              --------  --------  -------    -------   ------
 ..............................................................................

Less distributions to
 shareholders from
 ..............................................................................
Net realized gains               (0.03)    (0.18)       0      (0.28)   (0.46)
 ..............................................................................
Net investment income            (0.23)    (0.20)   (0.04)     (0.20)   (0.25)
                              --------  --------  -------    -------   ------
 ..............................................................................
Total distributions to
 shareholders                    (0.26)    (0.38)   (0.04)     (0.48)   (0.71)
                              --------  --------  -------    -------   ------
 ..............................................................................
Net asset value, end of
 period                       $  16.14  $  16.33  $ 13.56    $ 13.49   $12.19
                              ========  ========  =======    =======   ======
 ..............................................................................
Total return*                     0.41%    23.44%    0.08%     14.70%   25.60%
 ..............................................................................
Ratios and supplemental data
 .............................................................................
Net assets, end of period
 (thousands)                  $244,486  $185,042  $38,838    $28,007   $6,559
 ..............................................................................
Ratios to average net assets
 Expenses                         2.08%     2.18%    2.14%+     2.27%    2.50%+
 ..............................................................................
 Net investment income            1.42%     1.46%    1.55%+     1.64%    2.03%+
 ..............................................................................
Portfolio turnover rate             64%       50%      29%         2%     110%
 ..............................................................................
</TABLE>
(a) For the period from January 6, 1995 (commencement of class operations) to
    December 31, 1995.
(b) For the three-month period ended March 31, 1997. The Fund changed its fiscal
    year end from December 31 to March 31, effective March 31, 1997.
(c) For the period from March 3, 1995 (commencement of class operations) to
    December 31, 1995.
*   Excluding sales charges, if applicable.
+   Annualized.
#   The per share amount is not in accord with the net realized and unrealized
    gains or losses for the period due to the timing of the sales of Fund shares
    and the amount of per share realized and unrealized gains or losses at such
    time.

BALANCED FUNDS

20
<PAGE>

                                   EVERGREEN


- --------------------------------------------------------------------------------

CLASS C

<TABLE>
<CAPTION>
                                                                           Year Ended
              Year Ended March 31,                                        December 31,
  -------------------------------------------------               ------------------------------
   1999             1998                  1997 (b)                 1996                 1995 (c)
- ------------------------------------------------------------------------------------------------
  <S>              <C>                    <C>                     <C>                   <C>
   $16.30           $13.53                 $13.47                 $12.19                 $10.69
  =======          =======                 ======                 ======                 ======
 ................................................................................................
     0.22             0.21                   0.06                   0.18                   0.22
 ................................................................................................
    (0.15)            2.94                   0.05#                  1.58                   1.99
  -------          -------                 ------                 ------                 ------
 ...............................................................................................
     0.07             3.15                   0.11                   1.76                   2.21
  -------          -------                 ------                 ------                 ------
 ................................................................................................

    (0.23)           (0.20)                 (0.05)                 (0.20)                 (0.25)
 ................................................................................................
    (0.03)           (0.18)                     0                  (0.28)                 (0.46)
  -------          -------                 ------                 ------                 ------
 ................................................................................................
    (0.26)           (0.38)                 (0.05)                 (0.48)                 (0.71)
  -------          -------                 ------                 ------                 ------
 ................................................................................................
   $16.11           $16.30                 $13.53                 $13.47                 $12.19
  =======          =======                 ======                 ======                 ======
 ................................................................................................
     0.41%           23.49%                  0.08%                 14.50%                 21.20%
 ................................................................................................

  $45,035          $27,699                 $5,086                 $4,108                 $  496
 ................................................................................................

     2.08%            2.18%                  2.13%+                 2.25%                  2.50%+
 ................................................................................................
     1.42%            1.46%                  1.55%+                 1.64%                  2.07%+
 ................................................................................................
       64%              50%                    29%                    88%                   110%
 ................................................................................................
</TABLE>

CLASS Y


<TABLE>
<CAPTION>
       Year Ended March 31,                       Year Ended December 31,
  -------------------------------------        ----------------------------------------
   1999         1998          1997 (b)          1996           1995           1994
- ---------------------------------------------------------------------------------------
  <S>          <C>            <C>              <C>            <C>            <C>
  $ 16.39      $ 13.61        $ 13.54          $ 12.22        $ 10.27        $ 10.31
  =======      =======        =======          =======        =======        =======
 .......................................................................................

     0.37         0.37           0.09             0.34           0.35           0.27
 .......................................................................................
    (0.15)        2.95           0.05#            1.56           2.39           0.08
  -------      -------        -------          -------        -------        -------
 .......................................................................................
     0.22         3.32           0.14             1.90           2.74           0.35
  -------      -------        -------          -------        -------        -------
 .......................................................................................

    (0.38)       (0.36)         (0.07)           (0.30)         (0.33)         (0.27)
 ......................................................................................
    (0.03)       (0.18)             0            (0.28)         (0.46)         (0.12)
  -------      -------        -------          -------        -------        -------
 .......................................................................................
    (0.41)       (0.54)         (0.07)           (0.58)         (0.79)         (0.39)
  -------      -------        -------          -------        -------        -------
 .......................................................................................
  $ 16.20      $ 16.39        $ 13.61          $ 13.54        $ 12.22        $ 10.27
  =======      =======        =======          =======        =======        =======
 .......................................................................................
     1.38%       24.73%          1.00%           15.80%         27.30%          3.40%
 .......................................................................................

  $23,895      $19,881        $15,311          $15,002        $13,485        $10,575
 .......................................................................................

     1.08%        1.15%          1.13%+           1.30%          1.50%          1.49%
 .......................................................................................
     2.42%        2.48%          2.54%+           2.63%          3.06%          2.87%
 .......................................................................................
       64%          50%            29%              88%           110%           245%
 .......................................................................................
</TABLE>

                                                                  BALANCED FUNDS

                                                                              21
<PAGE>


                                   EVERGREEN


OTHER FUND PRACTICES

The Funds may invest in futures and options which are forms of derivatives.
Such practices are used to hedge a Fund's portfolio to protect against changes
interest rates and to adjust the portfolio's duration. Although this is
intended to increase returns, these practices may actually reduce returns or
increase volatility.

If a Fund invests in foreign securities, which may include foreign currencies
transactions. As a result, the value of Funds' shares will be affected by
changes in exchange rates. To manage this risk, the Funds may enter into
foreign currency futures contracts and forward currency exchange contracts.
Although, the Funds use these contracts to hedge the U.S. dollar value of a
security they already own, the Fund could lose money if they fail to predict
accurately the future exchange rates. The Funds may engage in hedging and cross
hedging with respect to foreign currencies to protect themselves against a
possible decline in the value of another foreign currency in which certain of
the Funds' investments are denominated. A cross hedge cannot protect against
exchange rate risks perfectly, and if a Fund is incorrect in its judgement of
future exchange rate relationships, the Fund could be in a less advantageous
position than if such a hedge had not been established.

In addition, the Funds may borrow money and lend their securities. Borrowing is
a form of leverage that may magnify a Fund's gain or loss. Lending securities
may cause the Fund to lose the opportunity to sell these securities at the most
desirable price and, therefore, lose money.


 Please consult the Statement of Additional Information for more
 information regarding these and other investment practices used by the
 Funds, including risks.


                                 BALANCED FUNDS

<PAGE>

                                    EVERGREEN

                                      Notes
                                 BALANCED FUNDS


<PAGE>


                                    EVERGREEN

                                Evergreen Funds
Money Market
Florida Municipal Money Market Fund
Money Market Fund
Municipal Money Market Fund
New Jersey Municipal Money Market Fund
Pennsylvania Municipal Money Market Fund
Treasury Money Market Fund

Municipal Bond
Short Intermediate Municipal Fund
High Grade Municipal Bond Fund
Municipal Bond Fund
Connecticut Municipal Bond Fund
Florida High Income Municipal Bond Fund
Florida Municipal Bond Fund
Georgia Municipal Bond Fund
Maryland Municipal Bond Fund
New Jersey Municipal Bond Fund
North Carolina Municipal Bond Fund
Pennsylvania Municipal Bond Fund
South Carolina Municipal Bond Fund
Virginia Municipal Bond Fund

Income
Capital Preservation and Income Fund
Short Intermediate Bond Fund
Intermediate Term Bond Fund
U.S. Government Fund
Diversified Bond Fund
Strategic Income Fund
High Yield Bond Fund

Balanced
Balanced Fund
Foundation Fund
Tax Strategic Foundation Fund

Growth & Income
Utility Fund
Income and Growth Fund
Equity Income Fund
Value Fund
Blue Chip Fund
Growth and Income Fund
Small Cap Value Fund

Domestic Growth
Strategic Growth Fund
Stock Selector Fund
Evergreen Fund
Omega Fund
Small Company Growth Fund
Aggressive Growth Fund
Tax Strategic Equity Fund
Masters Fund
Select Equity Index Fund

Global International
Global Leaders Fund
International Growth Fund
Global Opportunities Fund
Precious Metals Fund
Emerging Markets Growth Fund
Latin America Fund

Express Line
800.346.3858

Investor Services
800.343.2898

BALANCED FUNDS

24
<PAGE>

                             QUICK REFERENCE GUIDE
1  Evergreen Express Line
    Call 1-800-346-3858
    24 hours a day to
    . check your account
    . order a statement
    . get a Fund's current price, yield and total return
    . buy, redeem or exchange Fund shares

2  Non-retirement account holders
    Call 1-800-343-2898
    Each business day, 8 a.m. to 6 p.m. Eastern time to
    . buy, redeem or exchange shares
    . order applications
    . get assistance with your account

3  Information Line for Hearing and Speech Impaired (TTY/TDD)
    Call 1-800-343-2888
    Each business day, 8 a.m. to 6 p.m. Eastern time

4  Write us a letter
    Evergreen Service Company
    P.O. Box 2121
    Boston, MA 02106-2121
    . to buy, redeem or exchange shares
    . to change the registration on your account
    . for general correspondence

5  For express, registered or certified mail:
    Evergreen Service Company
    200 Berkeley Street
    Boston, MA 02116-5039

6  Visit us on-line:
    www.evergreen-funds.com

7  Regular communications you'll receive:
    Account Statements -- You will receive quarterly statements for each
    fund you own.

    Confirmation Notices -- We send a confirmation of any transaction you
    make within five days of the transaction.

    Annual and Semi-annual reports -- You will receive a detailed financial
    report on your Fund(s) twice a year.

    Tax Forms -- Each January you will receive any tax forms you need to
    file your taxes as well as the Evergreen Tax Information Guide.
<PAGE>

    For More Information About the Evergreen Balanced Funds, Ask for:

    The Funds' most recent Annual or Semi-annual Report,
    which contains a complete financial accounting for
    each Fund and a complete list of portfolio holdings
    as of a specific date, as well as commentary from
    the Fund's portfolio manager. This Report discusses
    the market conditions and investment strategies that
    significantly affected the Fund's performance during
    the most recent fiscal year or period.

    The Statement of Additional Information (SAI), which
    contains more detailed information about the
    policies and procedures of the Funds. The SAI has
    been filed with the Securities and Exchange
    Commission (SEC) and its contents are legally
    considered to be part of this prospectus.

    For questions, other information, or to request a
    copy, without charge, of any of the documents, call
    1-800-343-2898 or ask your investment
    representative. We will mail material within three
    business days.

    Information about these Funds (including the SAI) is
    also available on the SEC's Internet web site at
    http://www.sec.gov, or, for a duplication fee, by
    writing the SEC Public Reference Section, Washington
    DC 20549-6009. This material can also be reviewed
    and copied at the SEC's Public Reference Room in
    Washington, DC. For more information, call the SEC
    at 1-800-SEC-0330.

                          Evergreen Distributor, Inc.
                                 90 Park Avenue
                            New York, New York 10016
                                          SEC File No.: 811-08413
41778                                            540392 RV4

                                                     BULK RATE
[Evergreen Logo appears here]                       U.S. POSTAGE
                                                        PAID
201 South College St.                              PERMIT NO. 19
Charlotte, NC 28288                                  HUDSON, MA

<PAGE>


                             EVERGREEN EQUITY TRUST

                                     PART B

                       STATEMENT OF ADDITIONAL INFORMATION

<PAGE>

                             EVERGREEN EQUITY TRUST

                               200 Berkeley Street
                           Boston, Massachusetts 02116
                                 (800) 633-2700

                            EVERGREEN BALANCED FUNDS

                       STATEMENT OF ADDITIONAL INFORMATION

                                 August 1, 1999

                    Evergreen Balanced Fund ("Balanced Fund")
                  Evergreen Foundation Fund ("Foundation Fund")
         Evergreen Tax Strategic Foundation Fund ("Tax Strategic Fund")

                     (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  but should
be read in conjunction  with the prospectus dated August 1, 1999 for the Fund in
which you are  making or  contemplating  an  investment.  The Funds are  offered
through one prospectus  offering Class A, Class B, Class C and Class Y shares of
each Fund.  You may  obtain  this  prospectus  without  charge by calling  (800)
343-2898.

         Certain  information  may be  incorporated  by  reference to the Funds'
Annual  Report dated March 31, 1999.  You may obtain a copy of the Annual Report
without charge by calling (800) 343-2898.




<PAGE>




                                TABLE OF CONTENTS


PART 1

TRUST HISTORY................................................................1-1
INVESTMENT POLICIES..........................................................1-1
OTHER SECURITIES AND PRACTICES...............................................1-3
PRINCIPAL HOLDERS OF FUND SHARES.............................................1-3
EXPENSES.....................................................................1-6
PERFORMANCE.................................................................1-11
COMPUTATION OF CLASS A OFFERING PRICE ..................................... 1-12
SERVICE PROVIDERS...........................................................1-12
FINANCIAL STATEMENTS........................................................1-14

PART 2

ADDITIONAL INFORMATION ON SECURITIES AND INVESTMENT PRACTICES................2-1
PURCHASE, REDEMPTION AND PRICING OF SHARES..................................2-13
SALES CHARGE WAIVERS AND REDUCTIONS.........................................2-15
PERFORMANCE CALCULATIONS....................................................2-19
PRINCIPAL UNDERWRITER.......................................................2-20
DISTRIBUTION EXPENSES UNDER RULE 12b-1......................................2-21
TAX INFORMATION.............................................................2-24
BROKERAGE...................................................................2-27
ORGANIZATION................................................................2-28
INVESTMENT ADVISORY AGREEMENT...............................................2-29
MANAGEMENT OF THE TRUST.....................................................2-31
CORPORATE AND MUNICIPAL BOND RATINGS........................................2-33
ADDITIONAL INFORMATION......................................................2-44






<PAGE>


                                     PART 1

                                  TRUST HISTORY

         The  Evergreen  Equity  Trust  is  an  open-end  management  investment
company, which was organized as a Delaware business trust on September 18, 1997.
Each Fund is a  diversified  series of  Evergreen  Equity  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.  The  foregoing  is  qualified  in its
entirety by reference to the Declaration of Trust.


                               INVESTMENT POLICIES

         Each Fund has adopted the fundamental investment restrictions set forth
below  which may not be changed  without  the vote of a  majority  of the Fund's
outstanding  shares, as defined in the Investment  Company Act of 1940 (the"1940
Act").  Where necessary,  an explanation  beneath a fundamental policy describes
the Fund's practices with respect to that policy,  as allowed by current law. If
the law governing a policy changes,  the Fund's practices may change accordingly
without a shareholder  vote.  Unless  otherwise  stated,  all  references to the
assets of the Fund are in terms of current market value.

1.  Diversification

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

         Further Explanation of Diversification Policy:

         To remain classified as a diversified investment company under the 1940
Act, each Fund must conform with the following: With respect to 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  United  States  ("U.S.")  government  or  its  agencies  or
instrumentalities.

         Further Explanation of Non-Diversified Funds:

         A non-diversified  management  investment company may have no more than
25% of its total assets invested in the securities  (other than U.S.  government
securities  or the shares of other  regulated  investment  companies) of any one
issuer and must  invest 50% of its total  assets  under the 5% of its assets and
10% of outstanding voting securities test applicable to diversified funds.

2.  Concentration

         Each Fund may not  concentrate  its  investments  in the  securities of
issuers primarily engaged in any particular industry (other than securities that
are  issued  or   guaranteed   by  the  U.S.   government  or  its  agencies  or
instrumentalities).

<PAGE>

         Further Explanation of Concentration Policy:.

         Each Fund may not invest  more than 25% of its total  assets,  taken at
market value, in the securities of issuers  primarily  engaged in any particular
industry (other than securities  issued or guaranteed by the U.S.  government or
its agencies or instrumentalities).

3.  Issuing Senior Securities

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

         4.  Borrowing

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

         Further Explanation of Borrowing Policy:

         Each Fund may  borrow  from  banks and enter  into  reverse  repurchase
agreements  in an  amount  up to 33 1/3% of its  total  assets,  taken at market
value. Each Fund may also borrow up to an additional 5% of its total assets from
banks or others. A Fund may borrow only as a temporary measure for extraordinary
or emergency purposes such as the redemption of Fund shares. A Fund may purchase
additional  securities  so long as  borrowings  do not  exceed  5% of its  total
assets.  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  and  engage in short  sales to the  extent  permitted  by
applicable law.

         5.   Underwriting

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

          6.  Real Estate

         Each Fund may not  purchase or sell real estate,  except  that,  to the
extent permitted by applicable law, a 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.

         7.   Commodities

         Each  Fund  may  not  purchase  or sell  commodities  or  contracts  on
commodities,  except to the extent that a Fund may engage in  financial  futures
contracts 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.

         8.  Lending

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

<PAGE>

         Further Explanation of Lending Policy:

         To  generate  income and  offset  expenses,  a Fund may lend  portfolio
securities to broker-dealers and other financial institutions in an amount up to
33 1/3% of its total assets,  taken at market  value.  While  securities  are on
loan,  the borrower will pay the Fund any income  accruing on the security.  The
Fund may invest any collateral it receives in additional  portfolio  securities,
such  as  U.S.  Treasury  notes,  certificates  of  deposit,  other  high-grade,
short-term obligations or interest bearing cash equivalents.  Gains or losses in
the market value of a security lent will affect the Fund and its shareholders.

         When a Fund lends its securities,  it will require the borrower to give
the Fund  collateral  in cash or  government  securities.  The Fund will require
collateral  in an amount  equal to at least 100% of the current  market value of
the securities lent, including accrued interest.  The Fund has the right to call
a loan and obtain the  securities  lent any time on notice of not more than five
business days. The Fund may pay reasonable fees in connection with such loans.



                         OTHER SECURITIES AND PRACTICES

         For information regarding certain securities the Funds may purchase and
certain investment practices the Funds may use, see the following sections under
"Additional  Information on Securities  and  Investment  Practices" in Part 2 of
this SAI:

         Listed below are securities and investment  practices the funds may use
in addition to those discussed in the prospectus.  See Additional Information on
Securities  and  Investment  Practices  in  Part  2  of  this  SAI  for  further
information. The information applies below to all Funds unless otherwise noted.


U.S. Government Securities
When-Issued, Delayed-Delivery and Forward Commitment Transactions
Repurchase Agreements
Reverse Repurchase Agreements
Options (Balanced Fund)
Futures Transactions (Balanced Fund)
Foreign Securities (Balanced Fund)
Foreign Currency Transactions (Balanced Fund)
High Yield, High Risk Bonds
Illiquid and Restricted Securities
Investment in Other Investment Companies
Municipal Bonds
Obligations of Foreign Branches of United States Banks
Obligations of United States Branches of Foreign Banks
Mortgage-Backed or Asset-Backed Securities (Balanced Fund)



                        PRINCIPAL HOLDERS OF FUND SHARES


         As of May 1, 1999,  the  officers  and Trustees of the Trust owned as a
group less than 1% of the outstanding shares 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  the
outstanding shares of any class of each Fund as of April 30, 1999.


 Balanced Fund Class A

 None


 Balanced Fund Class B

 None


 Balanced Fund Class C

 Douglas M. Ellingson                                 13.59%
 1833 East Carver Street
 Tempe, AZ  85284-2509

 MLPF&S For Sole Benefit of Its Customers             9.58%
 Attn: Fund Administration
 4800 Deer Lake Drive E. 2nd Floor
 Jacksonville, FL  32246-6484

 Violet M. Riggs                                      5.67%
 Tod Terri Payne Traci Kirby
 Gary Homme
 815 So. A Street
 Grangeville, ID  83530


 Balanced Fund Class Y

 First Union National Bank                            64.64%
 Trust Accounts
 Attn: Ginny Batten
 11th Floor CMG-1151
 301 S. Tryon Street
 Charlotte, NC  28202-1910

 First Union National Bank                            30.39%
 Trust Accounts
 Attn: Ginny Batten, 11th Floor
 301 S. Tryon Street, CMG-1151
 Charlotte, NC  28202-1910


 Foundation Fund Class A


 None


 Foundation Fund Class B


 None


 Foundation Fund Class C

 MLPF&S For the Sole Benefit of Its Customers         24.83%
 Attn: Fund Administration
 4800 Deer Lake Drive E. 2nd Floor
 Jacksonville, FL  32246-6484


 Foundation Fund Class Y

 First Union National Bank/EB/INT                     42.76%
 Reinvest Account
 Attn: Trust Operations Fund Group
 401 S. Tryon Street, 3rd Floor CMG 1151
 Charlotte, NC  28202-1911

 First Union National Bank/EB/INT                     10.69%
 Cash Account
 Attn: Trust Operations Fund Group
 401 S. Tryon Street, 3rd Floor CMG-1151
 Charlotte, NC  28202-1911

 MAC & CO                                             10.03%
 AETNA Retirement Services
 Central Valuation Services
 Attn: Mutual Funds Operations
 P.O. Box 3198
 Pittsburgh, PA  15230-3198

 Charles Schwab & Co. Inc.                            5.28%
 Special Custody Account
 Exclusive Account Attn: Mutual Fund
 101 Montgomery Street
 San Francisco, CA  94104-4122

 AETNA Life Insurance Life & Annuity                  5.18%
 Central Valuation Unit
 Attn: Jackie Johnson-Conveyor
 151 Farmington Avenue
 Hartford, CT  06156-0001

 Tax Strategic Foundation Fund Class A

 None

 Tax Strategic Fund Class B

 MLPF&S For the Sole Benefit of its Customers         10.71%
 Attn: Fund Administration
 4800 Deer Lake Drive E. 2nd Floor
 Jacksonville, FL  32246-6484

 Tax Strategic Fund Class C

 MLPF&S For the Sole Benefit of Its Customers         28.56%
 Attn: Fund Administration
 4800 Deer Lake Drive E. 2nd Floor
 Jacksonville, FL  32246-6484

 Tax Strategic Fund Class Y

 Stephen A. Lieber                                    37.92%
 1210 Greacen Point Road
 Mamaroneck, NY  10543-4613

 First Union National Bank/EB/INT                     17.07%
 Reinvest Account
 Attn: Trust Operations Fund Group
 401 S. Tryon Street, 3rd Floor, CMG-1151
 Charlotte, NC  28202-1911

 Nola Maddox Falcone                                  7.47%
 70 Drake Road
 Scarsdale, NY  10583-6447



                                    EXPENSES

Advisory Fees

          Each Fund has its own investment  advisor.  For more information,  see
"Investment Advisory Agreements" in Part 2 of this SAI.

         Evergreen Asset Management  Corp.  ("EAMC"),  2500 Westchester  Avenue,
Purchase,  New York 10577, is the investment  advisor to Foundation Fund and Tax
Strategic  Fund.  Lieber & Company acts as  sub-advisor  to these Funds and
provides investment research, information investment recommendation, and is
reimbursed by EAMC for the costs of providing  sub-advisory  services.  EAMC is
entitled to receive from  Foundation  Fund and Tax Strategic Fund an annual fee
based on the Fund's average daily net assets, as follows:



   Average Daily Net Assets                     Fee

    First $750 million                         0.875%

    Next $250 million                          0.750%

    Over $100 million                          0.700%


         Evergreen  Investment  Management  Company ("EIMC"),  formerly Keystone
Investment  Management Company, is the investment advisor to Balanced Fund. EIMC
is  entitled  to receive  from  Balanced  Fund an annual fee based on the Fund's
average daily net assets, as follows:


   1.5% of Gross Dividend and Interest Income         Management Fee
         plus, Average Daily Net Assets


               first $100 million                         0.60%

               next $100 million                          0.55%

               next $100 million                          0.50%

               next $100 million                          0.45%

               next $100 million                          0.40%

               next $100 million                          0.35%

               next $100 million                          0.30%


Advisory Fees Paid

         Below are the advisory fees paid by each Fund for the last three fiscal
periods.



  Fund/Fiscal Year or Period              Advisory Fee

  Balanced Fund                           $ 7,603,851

  Foundation Fund                        $ 21,613,189

  Tax Strategic Fund                      $ 3,269,877

  Balanced Fund (b)                       $ 5,534,574

  Foundation Fund                        $ 16,156,433

  Tax Strategic Fund                      $ 1,451,786

  Balanced Fund                           $ 1,170,691

  Foundation Fund (a)                     $ 3,246,270

  Tax Strategic Fund (a)                   $ 143,945


(a)  Foundation Fund and Tax Strategic  Fund changed their fiscal year end from
     December 31 to March 31,  effective  March 31, 1997.  The expenses at March
     31, 1997 reflect a 3 month period.
(b)  Balanced Fund changed its fiscal year end from June 30 to March 31,
     effective March 31, 1998.  The expenses at March 31, 1998
     reflect a nine month period.


Brokerage Commissions

         Below are the total amounts paid by each Fund in brokerage  commissions
and  brokerage  commissions  paid by each Fund to Lieber & Company  for the last
three fiscal periods. For more information regarding brokerage commissions,  see
"Brokerage" in Part 2 of this SAI.


Fiscal Year ended March 31, 1999      Total Paid to         Total Paid to Lieber
                                       All Brokers


Balanced Fund                           $1,982,668                   $0

Foundation Fund                         $ 724,013                $ 719,827

Tax Strategic Fund                      $ 318,323                $ 300,137


Year or Period Ended March 31, 1998

Balanced Fund                            $533,529                    $0

Foundation Fund                          $486,478                $ 483,014

Tax Strategic Fund                       $116,583                $ 113,411

Year or Period Ended March 31, 1997

Balanced Fund                            $256,092                    $0

Foundation Fund                          $ 83,153                 $81,365

Tax Strategic Fund                       $ 11,342                 $10,758



Percentage of Brokerage Commissions Paid to Lieber & Company

         The table below shows,  for the fiscal year ended March 31,  1999,  (1)
the percentage of aggregate  brokerage  commissions  paid by Foundation Fund and
Tax Strategic Fund to Lieber & Company; and (2) the percentage of the applicable
Fund's aggregate dollar amount of commissionable  transactions  effected through
Lieber &  Company.  For more  information,  see  "Selection  of  Brokers"  under
"Brokerage" in Part 2 of this SAI.


Fund                     Percentage of Commissions    Percentage of
                           to Lieber & Company          Commissionable
                          Transactions through
                                                            Lieber & Company


Foundation Fund                           99.4%                       37.1%

Tax Strategic Fund                        94.3%                       93.2%


Underwriting Commissions

         Below  are the  underwriting  commissions  paid by  each  Fund  and the
amounts retained by the principal underwriter for the last three fiscal periods.
For more information, see "Principal Underwriter" in Part 2 of this SAI.



Fund/Fiscal Year or Period                    Total Underwriting   Underwriting
                                              Commissions          Commissions
                                                                   Retained

Year Ended March 31, 1999

Balanced Fund                                   $2,269,221             $0

Foundation Fund                                $17,682,606            $90,889

Tax Strategic Fund                              $4,610,482            $21,255


Year or Period Ended March 31, 1998*

Foundation Fund

Tax Strategic Fund

Year or Period Ended March 31, 1997*

Foundation Fund

Tax Strategic Fund


*Historical numbers for 1998 and 1997 will be included in the 497 filing.


12b-1 Fees

         Below are the 12b-1  fees paid by each Fund for the  fiscal  year ended
March 31, 1999.  For more  information,  see  "Distribution  Expenses Under Rule
12b-1" in Part 2 of this SAI.

<TABLE>
<CAPTION>

                                         Class A                            Class B                           Class C
     Fund

                            Distribution    Service Fees       Distribution     Service Fees       Distribution     Service Fees
                            Fees                               Fees                                Fees

     <S>                          <C>             <C>                 <C>                <C>             <C>            <C>
Balanced Fund                     $0           $3,008,956        $3,968,746        $1,322,916          $11,028         $3,676

Foundation Fund                   $0            $892,137         $9,541,940        $3,180,647         $447,095        $149,032

Tax Strategic Fund                $0            $206,189         $1,618,325         $671,999          $298,816         $99,605


</TABLE>
Trustee Compensation

          Listed   below  is  the  Trustee   compensation   paid  by  the  Trust
individually  and by the Trust and the eight other trusts in the Evergreen  Fund
complex for the twelve months ended March 31, 1999.  The Trustees do not receive
pension  or  retirement  benefits  from the  Funds.  For more  information,  see
"Management of the Trust" in Part 2 of this SAI.


<TABLE>
<CAPTION>

   Trustee                Aggregate Compensation from       Total Compensation from
                                  Trust                     Trust and Fund Complex Paid
                                                                   to Trustees*

     <S>                              <C>                           <C>
 Laurence B. Ashkin                $22,911                       $75,000

 Charles A. Austin, III            $22,911                       $75,000

 K. Dun Gifford                    $22,141                       $72,500

 James S. Howell                   $29,532                       $97,500

 Leroy Keith Jr.                   $22,141                       $72,500

 Gerald M. McDonnell               $22,911                       $75,000

 Thomas L. McVerry                 $26,295                       $86,000

 William Walt Pettit               $22,141                       $72,500

 David M. Richardson               $22,928                       $71,875

 Russell A. Salton, III            $23,378                       $77,500

 Michael S. Scofield               $23,378                       $77,500

 Richard J. Shima                  $22,141                       $72,500


</TABLE>

*Certain  Trustees  have elected to defer all or part of their total
 compensation for the twelve months ended March 31, 1999. The amounts listed
 below will be payable in later years to the respective Trustees:



                  Austin            $ 11,250.00
                  Howell            $ 77,600.00
                  McDonnell         $ 75,000.00
                  McVerry           $ 86,000.00
                  Pettit            $ 72,500.00
                  Salton            $ 77,000.00
                  Scofield          $ 11,250.00



                                   PERFORMANCE

Total Return

         Below are the  annual  total  returns  for each  class of shares of the
Funds  (including  applicable  sales  charges)  as of March 31,  1999.  For more
information,  see "Total Return" under  "Performance  Calculations" in Part 2 of
this SAI.

<TABLE>
<CAPTION>


Fund/Class              One Year             Five Years            Ten Years or Since   Inception Date   of
                                                                   Inception            Class

     <S>                  <C>                     <C>                 <C>                 <C>
Balanced Fund (a)

Class A                        2.43%                14.51%               12.07%               1/20/98


Class B                        2.32%                14.58%               11.74%               9/11/35


Class C                        5.91%                14.78%               11.70%               1/22/98


Class Y                        7.79%                15.91%               12.89%               1/26/98


Foundation Fund (b)

Class A                        0.56%                14.72%               15.75%                1/3/95


Class B                       -0.19%                14.87%               15.95%                1/3/95


Class C                        3.76%                15.05%               15.93%                1/3/95


Class Y                        5.84%                16.07%               16.49%                1/2/90


Tax Strategic Fund (b)

Class A                       -3.70%                13.44%               12.57%               1/17/95


Class B                       -4.53%                13.67%               12.88%                1/6/95


Class C                       -0.58%                13.89%               12.97%                3/3/95


Class Y                        1.38%                14.85%               13.85%               11/2/93



</TABLE>
(a)Historical performance shown for Classes A, C, and Y prior to their inception
is based on the  performance  of Class B,  the  original  class  offered.  These
historical  returns for  Classes A and Y have been  adjusted  to  eliminate  the
effect of the higher 12b-1 fees  applicable to Class B. The 12b-1 fees for Class
A are: 0.25%, for Class B are 1.00%, and for Class C are 1.00%. Class Y does not
pay a 12b-1 fee. If these fees had not been eliminated,  returns would have been
lower.

(b)Historical performance shown for Classes A, B, and C prior to their inception
is based on performance of Class Y, the original class offered. These historical
returns for Classes A, B, and C have not been  adjusted to reflect the effect of
each class' 12b-1 fees. These fees for Class A are 0.25%, for Class B are 1.00%,
and for Class C are 1.00%.  Class Y does not pay a 12b-1 fee.  If these fees had
been reflected, returns would have been lower.


                      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 of Class A shares of each Fund  aggregating
less than  $100,000  based upon the NAV of each Fund's Class A shares at the end
of March 31, 1999. For more information,  see "Purchase,  Redemption and Pricing
of Shares."



         Fund            Net Asset Value   Sales Charge     Offering Price
                         Per Share                          Per Share

Balanced Fund                 $11.28            4.75%            $11.84

Foundation Fund               $20.98            4.75%            $22.03

Tax Strategic Fund            $16.17            4.75%            $16.98




                                SERVICE PROVIDERS


Transfer Agent

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


    Fund Type                       Annual Fee     Annual Fee
                                     Per Open      Per Closed
                                     Account*       Account**


    Monthly Dividend Funds            $25.50          $9.00

    Quarterly Dividend Funds          $24.50          $9.00

    Semiannual Dividend Funds         $23.50          $9.00

    Annual Dividend Funds             $23.50          $9.00

    Money Market Funds                $25.50          $9.00

   *For shareholder accounts only. The Fund pays ESC cost plus 15% for broker
    accounts.
  **Closed accounts are maintained on the system in order to facilitate
    historical and tax information.


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.

Independent Auditors

         KPMG LLP,  99 High  Street,  Boston,  Massachusetts  02110,  audits the
financial statements of the Funds.


Custodian

         State  Street  Bank and Trust  Company  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.



                              FINANCIAL STATEMENTS

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



<PAGE>



                                 EVERGREEN FUNDS
                   Statement of Additional Information ("SAI")

                                     PART 2

                      ADDITIONAL INFORMATION ON SECURITIES
                            AND INVESTMENT PRACTICES

         The  prospectus  describes  the  Fund's  investment  objective  and the
securities  in  which  it  primarily  invests.  The  following  describes  other
securities the Fund may purchase and  investment  strategies it may use. Some of
the  information  below will not apply to the Fund in which you are  interested.
See the list  under  Other  Securities  and  Practices  in Part 1 of this SAI to
determine which of the sections below are applicable.

Defensive Investments

         The Fund may  invest  up to 100% of its  assets in high  quality  money
market instruments,  such as notes,  certificates of deposit,  commercial paper,
banker's  acceptances,  bank deposits or U.S.  government  securities if, in the
opinion  of  the  advisor,  market  conditions  warrant  a  temporary  defensive
investment  strategy.  Evergreen  Fund for Total  Return may also invest in debt
securities  and high grade  preferred  stocks for  defensive  purposes  when its
investment advisor determines a temporary defensive strategy is warranted.

U.S. Government Securities

         The  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)     Farm 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
Fund 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.

         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

         The Fund 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 Fund 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,  the 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 the 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 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 the 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.

Repurchase Agreements

         The Fund 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
investment  advisor  to be  creditworthy.  In a  repurchase  agreement  the 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.

         The  Fund's  custodian  or a third  party 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 the Fund, the 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.  The Fund's  investment  advisor 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 Fund will only enter into  repurchase  agreements with
banks and other recognized financial institutions, such as broker-dealers, which
are deemed by the investment  advisor to be creditworthy  pursuant to guidelines
established by the Board of Trustees.

Reverse Repurchase Agreements

         As described  herein,  the Fund may also enter into reverse  repurchase
agreements.  These  transactions  are similar to  borrowing  cash.  In a reverse
repurchase agreement, the 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 the 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 the
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

         An option is a right to buy or sell a security  for a  specified  price
within a limited time period.  The option buyer pays the option seller (known as
the "writer") for the right to buy,  which is a "call"  option,  or the right to
sell,  which is a "put"  option.  Unless  the option is  terminated,  the option
seller must then buy or sell the security at the agreed-upon price when asked to
do so by the option buyer.

         The Fund may buy or sell put and call options on securities it holds or
intends to acquire,  and may  purchase  put and call  options for the purpose of
offsetting  previously written put and call options of the same series. The Fund
may also buy and sell options on financial futures contracts.  The Fund will use
options as a hedge against  decreases or increases in the value of securities it
holds or intends to acquire.

         The Fund may write only covered options.  With regard to a call option,
this means that the Fund will own,  for the life of the option,  the  securities
subject to the call  option.  The 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 the 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  resulting in a
potential loss of value to the Fund.

Futures Transactions

         The Fund may enter into financial  futures  contracts and write options
on such  contracts.  The Fund intends to enter into such  contracts  and related
options for hedging purposes.  The Fund will enter into futures on securities or
index-based  futures  contracts in order to hedge against changes in interest or
exchange  rates or  securities  prices.  A futures  contract on securities is an
agreement  to buy or sell  securities  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.  The 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.

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

         The Fund also  intends  to  purchase  put and call  options  on futures
contracts for hedging purposes. A put option purchased by the Fund would give it
the right to assume a  position  as the  seller  of a futures  contract.  A call
option purchased by the 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  the Fund to pay a  premium.  In  exchange  for the  premium,  the 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, the Fund's loss will be
limited to the amount of the premium and any transaction costs.

         The 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.  The 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 the Fund  will be able to  enter  into an  offsetting
transaction  with respect to a particular  contract at a particular time. If the
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
market risk on the transaction.

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

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

         The Fund 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,  the 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
Fund  does not pay or  receive  money  upon the  purchase  or sale of a  futures
contract.  Rather the 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 the 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 the Fund upon  termination of
the futures contract, assuming all contractual obligations have been satisfied.

         A futures  contract  held by the Fund is valued  daily at the  official
settlement  price of the exchange on which it is traded.  Each day the 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 the  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 the Fund
will  mark-to-market  its open futures  positions.  The Fund is also required to
deposit and maintain margin when it writes call options on futures contracts.

Foreign Securities

         The Fund may invest in foreign securities or U.S.  securities traded in
foreign  markets.  In  addition  to  securities  issued  by  foreign  companies,
permissible  investments may also 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.  The Fund may also invest in Canadian  commercial  paper and Europaper.
These  instruments may subject the Fund to investment  risks that differ in some
respects from those related to investments in obligations of U.S. issuers.  Such
risks include the  possibility of adverse  political and economic  developments;
imposition  of  withholding   taxes  on  interest  or  other  income;   seizure,
nationalization, or expropriation of foreign deposits; 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

         As one way of  managing  exchange  rate  risk,  the 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  the Fund will  deliver  and  receive  when the  contract is
completed)  is fixed when the Fund enters into the  contract.  The Fund  usually
will enter into these contracts to stabilize the U.S. dollar value of a security
it has agreed to buy or sell.  The Fund intends to use these  contracts to hedge
the U.S.  dollar value of a security it already owns,  particularly  if the Fund
expects a decrease in the value of the currency in which the foreign security is
denominated.  Although  the Fund will  attempt  to benefit  from  using  forward
contracts,  the success of its hedging  strategy  will depend on the  investment
advisor's  ability  to predict  accurately  the future  exchange  rates  between
foreign  currencies  and the U.S.  dollar.  The value of the Fund's  investments
denominated in foreign currencies will depend on the relative strengths of those
currencies  and the  U.S.  dollar,  and the 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 the Fund. The Fund may also
purchase and sell  options  related to foreign  currencies  in  connection  with
hedging strategies.

High Yield, High Risk Bonds

         The Fund may invest a portion of its assets in lower rated bonds. Bonds
rated below BBB by  Standard & Poor's  Ratings  Services  ("S&P") or Fitch IBCA,
Inc.  ("Fitch") or below Baa by Moody's  Investors  Service,  Inc.  ("Moody's"),
commonly  known as "junk  bonds," offer high yields,  but also high risk.  While
investment in junk bonds provides  opportunities  to maximize  return over time,
they are considered predominantly speculative with respect to the ability of the
issuer to meet principal and interest payments.
Investors should be aware of the following risks:

         (1) The lower ratings of junk bonds reflect a greater  possibility that
adverse 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 the  issuer's  inability to meet
specific  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.

         (2)  The  value  of  junk  bonds  may be  more  susceptible  to real or
perceived  adverse  economic  or  political  events  than is the case for higher
quality bonds.

         (3) The  value  of  junk  bonds,  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 junk bonds,  however,  are generally  less  sensitive to interest rate
changes than the prices of  higher-rated  bonds,  but are more sensitive to news
about an issuer or the economy which is, or investors perceive as, negative.

         (4) The  secondary  market for junk bonds may be less liquid at certain
times than the secondary  market for higher quality  bonds,  which may adversely
effect (a) the bond's market price,  (b) the Fund's ability to sell the bond and
the Fund's ability to obtain accurate market  quotations for purposes of valuing
its assets.

         For bond  ratings  descriptions,  see  "Corporate  and  Municipal  Bond
Ratings" below.

Illiquid and Restricted Securities

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

         The  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  the
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

         The Fund may purchase the shares of other  investment  companies to the
extent  permitted under the 1940 Act.  Currently,  the Fund may not (1) own more
than 3% of the  outstanding  voting stocks 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,  the 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 the Fund. Investing in other investment
companies may expose a Fund to duplicate expenses and lower it value.


Short Sales

         A short sale is the sale of a security the Fund has borrowed.  The Fund
expects to profit from a short sale by selling the  borrowed  security  for more
than the cost of buying it to repay the lender. After a short sale is completed,
the value of the  security  sold short may rise.  If that  happens,  the cost of
buying it to repay the lender may exceed the amount originally  received for the
sale by the Fund.

         The Fund may engage in short sales,  but it 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.  The Fund may effect a short sale in connection  with an
underwriting in which the Fund is a participant.

Municipal Bonds

         The Fund may  invest in  municipal  bonds of any  state,  territory  or
possession  of the United States  ("U.S."),  including the District of Columbia.
The Fund may also invest in municipal bonds of any political subdivision, agency
or  instrumentality  (e.g.,  counties,   cities,  towns,  villages,   districts,
authorities)  of  the  U.S.  or  its  possessions.   Municipal  bonds  are  debt
instruments  issued by or for a state or local government to support its general
financial  needs  or to pay for  special  projects  such as  airports,  bridges,
highways, public transit, schools, hospitals, housing and water and sewer works.
Municipal bonds may also may be issued to refinance public debt.

         Municipal  bonds are mainly divided  between  "general  obligation" and
"revenue"  bonds.  General  obligation  bonds are  backed by the full  faith and
credit of  governmental  issuers with the power to tax. They are repaid from the
issuer's general revenues.  Payment,  however, may be dependent upon legislative
approval  and may be  subject  to  limitations  on the  issuer's  taxing  power.
Enforcement of payments due under general  obligation  bonds varies according to
the law applicable to the issuer. In contrast,  revenue bonds are supported only
by the revenues generated by the project or facility.

         The Fund may also invest in industrial  development  bonds.  Such bonds
are usually  revenue bonds issued to pay for  facilities  with a public  purpose
operated by private corporations.  The credit quality of industrial  development
bonds is usually directly related to the credit standing of the owner or user of
the  facilities.  To  qualify  as a  municipal  bond,  the  interest  paid on an
industrial  development  bond must qualify as fully  exempt from federal  income
tax. However, the interest paid on an industrial development bond may be subject
to the federal alternative minimum tax.

         The  yields  on  municipal  bonds  depend  on such  factors  as  market
conditions, the financial condition of the issuer and the issue's size, maturity
date and  rating.  Municipal  bonds are rated by S&P,  Moody's  and Fitch.  Such
ratings,  however,  are opinions,  not absolute standards of quality.  Municipal
bonds with the same  maturity,  interest  rates and  rating  may have  different
yields,  while  municipal  bonds with the same maturity and interest  rate,  but
different  ratings,  may have the same  yield.  Once  purchased  by the Fund,  a
municipal  bond may cease to be rated or receive a new rating  below the minimum
required for purchase by the Fund.  Neither event would require the Fund to sell
the bond,  but the Fund's  investment  advisor  would  consider  such  events in
determining whether the Fund should continue to hold it.


         The ability of the Fund to achieve  its  investment  objective  depends
upon the  continuing  ability of issuers of municipal  bonds to pay interest and
principal when due. Municipal bonds are subject to the provisions of bankruptcy,
insolvency and other laws  affecting the rights and remedies of creditors.  Such
laws extend the time for payment of principal and/or interest, and may otherwise
restrict the Fund's ability to enforce its rights in the event of default. Since
there is generally  less  information  available on the  financial  condition of
municipal  bond issuers  compared to other domestic  issuers of securities,  the
Fund's  investment   advisor  may  lack  sufficient   knowledge  of  an  issue's
weaknesses. Other influences, such as litigation, may also materially affect the
ability of an issuer to pay principal  and interest  when due. In addition,  the
market for  municipal  bonds is often thin and can be  temporarily  affected  by
large purchases and sales, including those by the Fund.

         From time to time,  Congress has considered  restricting or eliminating
the federal income tax exemption for interest on municipal  bonds.  Such actions
could  materially  affect the  availability  of municipal bonds and the value of
those already owned by the Fund. If such  legislation  were passed,  the Trust's
Board of Trustees may recommend changes in the Fund's investment  objectives and
policies or dissolution of the Fund.

Virgin Islands, Guam and Puerto Rico

         The Fund may invest in  obligations  of the  governments  of the Virgin
Islands, Guam and Puerto Rico to the extent such obligations are exempt from the
income or intangibles  taxes, as applicable,  of the state for which the Fund is
named. The Fund does not presently intend to invest more than (a) 10% of its net
assets in the  obligations  of each of the Virgin Islands and Guam or (b) 25% of
its net assets in the obligations of Puerto Rico.  Accordingly,  the Fund may be
adversely  affected by local political and economic  conditions and developments
within the Virgin  Islands,  Guam and Puerto Rico  affecting the issuers of such
obligations.

Master Demand Notes

         The Fund may  invest  in  master  demand  notes.  These  are  unsecured
obligations  that permit the  investment of  fluctuating  amounts by the Fund at
varying rates of interest pursuant to direct  arrangements  between the Fund, as
lender,  and the issuer,  as  borrower.  Master  demand  notes may permit  daily
fluctuations in the interest rate and daily changes in the amounts borrowed. The
Fund has the right to increase  the amount  under the note at any time up to the
full amount  provided by the note  agreement,  or to  decrease  the amount.  The
borrower  may repay up to the full amount of the note  without  penalty.  Master
demand notes permit the Fund to demand payment of principal and accrued interest
at any time (on not more than seven days'  notice).  Notes  acquired by the Fund
may  have  maturities  of more  than  one  year,  provided  that (1) the Fund is
entitled to payment of principal  and accrued  interest upon not more than seven
days'  notice,  and  (2)  the  rate  of  interest  on  such  notes  is  adjusted
automatically at periodic intervals, which normally will not exceed 31 days, but
may extend up to one year.  The notes are deemed to have a maturity equal to the
longer of the period  remaining  to the next  interest  rate  adjustment  or the
demand  notice  period.   Because  these  types  of  notes  are  direct  lending
arrangements between the lender and borrower,  such instruments are not normally
traded and there is no  secondary  market  for these  notes,  although  they are
redeemable  and thus  repayable  by the  borrower  at face  value  plus  accrued
interest at any time.  Accordingly,  the Fund's  right to redeem is dependent on
the  ability of the  borrower  to pay  principal  and  interest  on  demand.  In
connection with master demand note  arrangements,  the Fund`s investment advisor
considers,  under standards established by the Board of Trustees, earning power,
cash flow and  other  liquidity  ratios of the  borrower  and will  monitor  the
ability of the borrower to pay principal and interest on demand. These notes are
not typically rated by credit rating agencies. Unless rated, the Fund may invest
in them only if at the time of an  investment  the  issuer  meets  the  criteria
established for high quality commercial paper, i.e. rated A-1 by S&P, Prime-1 by
Moody's or F-1 by Fitch.

Brady  Bonds

         The Fund may also  invest  in Brady  Bonds.  Brady  Bonds  are  created
through the exchange of existing  commercial bank loans to foreign  entities for
new obligations in connection with debt  restructurings  under a plan introduced
by former U.S. Secretary of the Treasury,  Nicholas F. Brady (the "Brady Plan").
Brady Bonds have been issued only recently, and, accordingly, do not have a long
payment history.  They may be collateralized or  uncollateralized  and issued in
various currencies (although most are U.S. dollar-denominated) and they are
actively traded in the over-the-counter secondary market.

         U.S.  dollar-denominated,  collateralized  Brady  Bonds,  which  may be
fixed-rate   par  bonds  or  floating   rate  discount   bonds,   are  generally
collateralized  in full as to principal  due at maturity by U.S.  Treasury  zero
coupon  obligations  that have the same  maturity as the Brady  Bonds.  Interest
payments on these Brady Bonds generally are collateralized by cash or securities
in an amount  that,  in the case of fixed rate  bonds,  is equal to at least one
year of rolling interest payments based on the applicable  interest rate at that
time and is adjusted at regular  intervals  thereafter.  Certain Brady Bonds are
entitled to "value recovery payments" in certain circumstances,  which in effect
constitute supplemental interest payments, but generally are not collateralized.
Brady  Bonds are often  viewed as having up to four  valuation  components:  (1)
collateralized  repayment  of principal at final  maturity,  (2)  collateralized
interest  payments,   (3)  uncollateralized   interest  payments,  and  (4)  any
uncollateralized  repayment  of principal  at maturity  (these  uncollateralized
amounts  constitute the "residual risk"). In the event of a default with respect
to  collateralized  Brady Bonds as a result of which the payment  obligations of
the issuer are accelerated,  the U.S.  Treasury zero coupon  obligations held as
collateral  for the payment of principal  will not be  distributed to investors,
nor will such obligations be sold and the proceeds  distributed.  The collateral
will be held by the collateral agent to the scheduled  maturity of the defaulted
Brady  Bonds,  which will  continue  to be  outstanding,  at which time the face
amount of the collateral will equal the principal  payments that would have then
been due on the Brady Bonds in the normal course.  In addition,  in light of the
residual risk of Brady Bonds and, among other  factors,  the history of defaults
with  respect  to  commercial  bank  loans by public  and  private  entities  of
countries  issuing Brady Bonds,  investments  in Brady Bonds are to be viewed as
speculative.

Obligations of Foreign Branches of United States Banks

         The Fund may invest in obligations of foreign  branches of U.S.  banks.
These may be general  obligations  of the parent bank in addition to the issuing
branch,  or  may be  limited  by  the  terms  of a  specific  obligation  and by
government regulation.  Payment of interest and principal upon these obligations
may also be  affected by  governmental  action in the country of domicile of the
branch  (generally  referred to as sovereign  risk).  In addition,  evidences of
ownership  of such  securities  may be held outside the U.S. and the Fund may be
subject to the risks  associated  with the  holding of such  property  overseas.
Examples of governmental  actions would be the imposition of currency  controls,
interest limitations, withholding taxes, seizure of assets or the declaration of
a moratorium.  Various  provisions of federal law governing domestic branches do
not apply to foreign branches of domestic banks.

Obligations of United States Branches of Foreign Banks

         The Fund may invest in obligations  of U.S.  branches of foreign banks.
These may be general  obligations  of the parent bank in addition to the issuing
branch,  or may be limited by the terms of a specific  obligation and by federal
and state  regulation as well as by governmental  action in the country in which
the foreign bank has its head office.  In addition,  there may be less  publicly
available  information  about a U.S.  branch  of a  foreign  bank  than  about a
domestic bank.

Payment-in-kind Securities

         The Fund may invest in  payment-in-kind  ("PIK")  securities.  PIKs pay
interest in either cash or additional securities,  at the issuer's option, for a
specified period. The issuer's option to pay in additional  securities typically
ranges  from one to six  years,  compared  to an  average  maturity  for all PIK
securities  of eleven  years.  Call  protection  and sinking  fund  features are
comparable to those offered on traditional debt issues.

         PIKs,  like  zero  coupon  bonds,   are  designed  to  give  an  issuer
flexibility in managing cash flow. Several PIKs are senior debt. In other cases,
where  PIKs  are   subordinated,   most  senior  lenders  view  them  as  equity
equivalents.

         An advantage  of PIKs for the issuer -- as with zero coupon  securities
- -- is that interest  payments are automatically  compounded  (reinvested) at the
stated coupon rate, which is not the case with cash-paying securities.  However,
PIKs are gaining  popularity  over zeros since  interest  payments in additional
securities can be monetized and are more tangible than accretion of a discount.

         As a group,  PIK bonds trade flat  (i.e.,  without  accrued  interest).
Their  price is  expected to reflect an amount  representing  accredit  interest
since the last payment.  PIKs generally  trade at higher yields than  comparable
cash-paying  securities of the same issuer. Their premium yield is the result of
the lesser  desirability  of non-cash  interest,  the more limited  audience for
non-cash  paying  securities,  and the fact that  many PIKs have been  issued to
equity investors who do not normally own or hold such securities.

         Calculating the true yield on a PIK security requires a discounted cash
flow  analysis  if the  security  (ex  interest)  is  trading  at a premium or a
discount  because the  realizable  value of additional  payments is equal to the
current market value of the underlying security, not par.

         Regardless of whether PIK securities are senior or deeply subordinated,
issuers are highly  motivated to retire them because they are usually their most
costly form of capital.

Zero Coupon "Stripped" Bonds

         The Fund may invest in zero coupon  "stripped"  bonds.  These represent
ownership  in  serially  maturing  interest  payments or  principal  payments on
specific  underlying notes and bonds,  including  coupons relating to such notes
and bonds.  The interest and principal  payments are direct  obligations  of the
issuer. Interest zero coupon bonds of any series mature periodically from the
date of issue of such series through the maturity date of the  securities
related to such series.  Principal zero coupon bonds mature on the date
specified  therein, which is the final  maturity date of the related securities.
Each zero coupon bond entitles the holder to receive a single payment at
maturity.  There are no periodic interest payments on a zero coupon bond. Zero
coupon bonds are offered at discounts from their face amounts.

         In general,  owners of zero  coupon  bonds have  substantially  all the
rights  and  privileges  of  owners  of the  underlying  coupon  obligations  or
principal  obligations.  Owners of zero coupon bonds have the right upon default
on the  underlying  coupon  obligations  or  principal  obligations  to  proceed
directly  and  individually  against  the issuer and are not  required to act in
concert with other holders of zero coupon bonds.

         For federal  income tax purposes,  a purchaser of principal zero coupon
bonds or coupon zero coupon bonds (either  initially or in the secondary market)
is treated as if the buyer had  purchased a corporate  obligation  issued on the
purchase date with an original  issue discount equal to the excess of the amount
payable at maturity over the purchase  price.  The purchaser is required to take
into income each year as ordinary income an allocable  portion of such discounts
determined on a "constant yield" method.  Any such income increases the holder's
tax basis for the zero coupon  bond,  and any gain or loss on a sale of the zero
coupon bonds relative to the holder's basis,  as so adjusted,  is a capital gain
or loss.  If the holder owns both  principal  zero coupon  bonds and coupon zero
coupon bonds representing interest in the same underlying issue of securities, a
special basis  allocation  rule  (requiring the aggregate  basis to be allocated
among the items sold and retained  based on their  relative fair market value at
the time of sale) may apply to determine  the gain or loss on a sale of any such
zero coupon bonds.

Mortgage-Backed or Asset-Backed Securities

         The Fund may  invest in  mortgage-backed  securities  and  asset-backed
securities. Two principal types of mortgage-backed securities are collateralized
mortgage  obligations  ("CMOs")  and real estate  mortgage  investment  conduits
("REMICs").   CMOs  are  securities   collateralized   by  mortgages,   mortgage
pass-throughs,  mortgage  pay-through bonds (bonds representing an interest in a
pool of mortgages  where the cash flow  generated  from the mortgage  collateral
pool is  dedicated  to  bond  repayment),  and  mortgage-backed  bonds  (general
obligations  of the  issuers  payable  out of the  issuers'  general  funds  and
additionally  secured  by a  first  lien  on a pool of  single  family  detached
properties).  Many CMOs are issued with a number of classes or series which have
different maturities and are retired in sequence.

         Investors  purchasing  CMOs in the shortest  maturities  receive or are
credited with their pro rata portion of the  scheduled  payments of interest and
principal  on the  underlying  mortgages  plus all  unscheduled  prepayments  of
principal up to a predetermined portion of the total CMO obligation.  Until that
portion of such CMO  obligation  is repaid,  investors in the longer  maturities
receive interest only.  Accordingly,  the CMOs in the longer maturity series are
less  likely  than other  mortgage  pass-throughs  to be prepaid  prior to their
stated maturity. Although some of the mortgages underlying CMOs may be supported
by various types of insurance,  and some CMOs may be backed by GNMA certificates
or other mortgage pass-throughs issued or guaranteed by U.S. government agencies
or instrumentalities, the CMOs themselves are not generally guaranteed.

         REMICs,  which were  authorized  under the Tax Reform Act of 1986,  are
private  entities  formed for the  purpose of holding a fixed pool of  mortgages
secured by an interest in real property. REMICs are similar to CMOs in that they
issue multiple classes of securities.

         In  addition  to  mortgage-backed  securities,  the Fund may  invest in
securities secured by other assets including company receivables, truck and auto
loans,  leases,  and  credit  card  receivables.  These  issues  may  be  traded
over-the-counter  and typically  have a  short-intermediate  maturity  structure
depending on the pay down  characteristics  of the underlying  financial  assets
which are passed through to the security holder.

         Credit card  receivables  are  generally  unsecured and the debtors are
entitled  to the  protection  of a number of state and federal  consumer  credit
laws,  many of which give such debtors the right to set off certain amounts owed
on the  credit  cards,  thereby  reducing  the  balance  due.  Most  issuers  of
asset-backed securities backed by automobile receivables permit the servicers of
such  receivables  to retain  possession of the underlying  obligations.  If the
services were to sell these  obligations to another party,  there is a risk that
the purchaser  would acquire an interest  superior to that of the holders of the
rated  asset-backed  securities.  In  addition,  because of the large  number of
vehicles involved in a typical issuance and technical  requirements  under state
laws,  the  trustee  for  the  holders  of  asset-backed  securities  backed  by
automobile  receivables  may not have a proper  security  interest in all of the
obligations backing such receivables.  Therefore,  there is the possibility that
recoveries on  repossessed  collateral  may not, in some cases,  be available to
support payments on these securities.

         In general, issues of asset-backed securities are structured to include
additional  collateral  and/or  additional credit support to protect against the
risk that a portion of the collateral supporting the asset-backed securities may
default  and/or may suffer from these  defects.  In  evaluating  the strength of
particular issues of asset-backed  securities,  the investment advisor considers
the financial strength of the guarantor or other provider of credit support, the
type and extent of credit enhancement  provided as well as the documentation and
structure of the issue itself and the credit support.

Variable or Floating Rate Instruments

         The Fund may invest in variable or floating rate instruments  which may
involve a demand  feature and may include  variable  amount  master demand notes
which may or may not be backed by bank  letters of credit.  Variable or floating
rate  instruments  bear  interest at a rate which  varies with changes in market
rates.  The  holder  of an  instrument  with a demand  feature  may  tender  the
instrument back to the issuer at par prior to maturity. A variable amount master
demand note is issued pursuant to a written agreement between the issuer and the
holder,  its amount may be increased by the holder or decreased by the holder or
issuer, it is payable on demand,  and the rate -of interest varies based upon an
agreed formula. The quality of the underlying credit must, in the opinion of the
investment  advisor,  be equivalent to the  long-term  bond or commercial  paper
ratings applicable to permitted investments for the Fund. The investment advisor
will monitor,  on an ongoing basis, the earning power,  cash flow, and liquidity
ratios of the issuers of such instruments and will similarly monitor the ability
of an issuer of a demand instrument to pay principal and interest on demand.


                   PURCHASE, REDEMPTION AND PRICING OF SHARES

         You may buy shares of the Fund through the Distributor,  broker-dealers
that have entered into special  agreements with the Distributor or certain other
financial  institutions.  The Fund may  offer up to four  different  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 the Fund's  shares,  a contingent  deferred sales charge (a "CDSC")
when you redeem the 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 of 4.75%.  The  prospectus  contains a complete  table of
applicable sales charges and a discussion of sales charge  reductions or waivers
that may apply to purchases.  If you purchase Class A shares in the amount of $1
million or more, without an initial sales charge, the Fund will charge a CDSC of
1.00% if you redeem  during the month of your  purchase or the  12-month  period
following  the month of your purchase (see  "Contingent  Deferred  Sales Charge"
below).

         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  advisors;   (b)  investment  advisors,   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  advisors or financial  planners who place
trades for their own accounts if the  accounts are linked to the master  account
of  such  investment  advisors  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 the 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 First Union National Bank ("FUNB") and its affiliates,  EDI and any
broker-dealer  with whom EDI has entered into an agreement to sell shares of the
Fund, and members of the immediate families of such employees;  and (g) upon the
initial purchase of an Evergreen fund by investors reinvesting the proceeds from
a  redemption  within the  preceding  30 days of shares of other  mutual  funds,
provided such shares were initially  purchased with a front-end  sales charge or
subject to a CDSC.

Class B Shares

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

      REDEMPTION TIME                                              CDSC RATE

      Month of purchase and the first 12-month
      period following the month of purchase. ..........................5.00%
      Second 12-month period following the month of purchase............4.00%
      Third 12-month period following the month of purchase.............3.00%
      Fourth 12-month period following the month of purchase............3.00%
      Fifth 12-month period following the month of purchase.............2.00%
      Sixth 12-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  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 Fund
offers Class C shares at net asset value without an initial  sales charge.  With
certain exceptions,  however, the Fund 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 (2)
certain institutional investors and (3) investment advisory clients of an
investment advisor of an Evergreen Fund or the advisory's 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.


INSTITUTIONAL SHARES, INSTITUTIONAL SERVICE SHARES AND CHARITABLE SHARES

         Each  institutional  class of shares is sold without a front-end  sales
charge or contingent deferred sales charge.  Institutional Service shares pay an
ongoing service fee. The minimum initial  investment in any institutional  class
of shares is $1 million, which may be waived in certain circumstances.  There is
no minimum amount required for subsequent purchases.

Contingent Deferred Sales Charge

         The Fund charges 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  Expenses  Under  Rule  12b-1,"
below). Institutional, Institutional Service and Charitable shares do not charge
a CDSC. If imposed,  the Fund deducts 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,  the 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 AND REDUCTIONS

         The  following   information  is  not   applicable  to   Institutional,
Institutional Service and Charitable shares.

         If you making a large purchase,  there are several ways you can combine
multiple  purchases of Class A shares in Evergreen  Funds and take  advantage of
lower sales charges. These are described below.


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%).

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%.

         Your account, and therefore your rights of accumulation,  can be linked
to immediate  family  members  which  includes  father and mother,  brothers and
sisters,  and  sons and  daughters.  The  same  rule  applies  with  respect  to
individual  retirement  plans.  Please  note,  however,  that  retirement  plans
involving employees stand alone and do not pass on rights of accumulation.

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 Fund may sell its  shares at net asset  value  without  an  initial
sales charge to:

         1.       purchasers 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 advisors;

         4.       investment  advisors,  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 advisors or financial planners who place
                  trades for their own  accounts if the accounts are linked to a
                  master  account  of  such  investment  advisors  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 the 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  Fund,  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   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,  the 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 Fund will not charge any
CDSC on redemptions by such purchasers.

Waiver of CDSCS

         The Fund  does 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 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.       a financial hardship withdrawal 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 the Fund for shares of the same class
of any other Evergreen fund which offers the same class of shares. Shares of any
class of the  Evergreen  Select  Funds may be  exchanged  for the same  class of
shares of any other  Evergreen  Select Fund. See "By Exchange" under "How to Buy
Shares" in the  prospectus.  Before you make an  exchange,  you should  read the
prospectus  of the Evergreen  fund into which you want to exchange.  The Trust's
Board of Trustees reserves the right to discontinue, alter or limit the exchange
privilege at any time.

Automatic Reinvestment

         As  described in the  prospectus,  a  shareholder  may elect to receive
dividends and capital gains  distributions  in cash instead of shares.  However,
ESC will  automatically  reinvest 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.  When a check is  returned,  the Fund will  hold the  check  amount in a
no-interest  account in the shareholder's name until the shareholder updates his
or her address or automatic reinvestment begins. Uncashed or returned redemption
checks will also be handled in the manner described above.

Calculation of Net Asset Value

         The Fund  calculates  its net asset value  ("NAV") once daily on Monday
through Friday,  as described in the  prospectus.  The Fund will not compute its
NAV on the days the New York Stock  Exchange is closed:  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 the Fund is  calculated  by dividing the value of the Fund's
net  assets  attributable  to that  class by all of the  shares  issued for that
class.

Valuation of Portfolio Securities

         Current  values for the 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 60 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 the investment  advisor's opinion, the last sales price does not
         reflect an accurate  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.


                            PERFORMANCE CALCULATIONS

Total Return

         Total return  quotations  for a class of shares of the 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 the relevant periods.  The following
is the formula used to calculate average annual total return:

                                      [OBJECT OMITTED]

         P = initial  payment of $1,000 T = average  total  return N = number of
         years
         ERV = ending redeemable value of the initial $1,000


Yield

         Described  below  are  yield  calculations  the  Fund  may  use.  Yield
quotations  are expressed in annualized  terms and may be quoted on a compounded
basis.  Yields based on these calculations do not represent the Fund's yield for
any future period.

30-Day Yield

           If the Fund invests primarily in bonds, it may quote its 30-day yield
in advertisements or in reports or other  communications to shareholders.  It is
calculated  by dividing the net  investment  income per share earned  during the
period by the  maximum  offering  price per share on the last day of the period,
according to the following formula:

                          [OBJECT OMITTED]  [OBJECT OMITTED]

         Where:
         a =  Dividends  and  interest  earned  during  the  period b = Expenses
         accrued for the period (net of  reimbursements)  c = The average  daily
         number of shares outstanding during the period
                that were entitled to receive dividends
         d = The maximum offering price per share on the last day of the period

7-Day Current and Effective Yield

           If the Fund invests  primarily in money  market  instruments,  it may
quote its 7-day current yield or effective yield in advertisements or in reports
or other communications to shareholders.

         The  current  yield  is  calculated  by  determining  the  net  change,
excluding capital changes and income other than investment  income, in the value
of a  hypothetical,  pre-existing  account  having a balance of one share at the
beginning of the 7-day base period, subtracting a hypothetical charge reflecting
deductions from shareholder  accounts,  and dividing the difference by the value
of the  account at the  beginning  of the base  period to obtain the base period
return, and then multiplying the base period return by (365/7).

         The  effective  yield is based on a compounding  of the current  yield,
according to the following formula:

                  [OBJECT OMITTED]


Tax Equivalent Yield

         If the Fund  invests  primarily  in  municipal  bonds,  it may quote in
advertisements  or in  reports or other  communications  to  shareholders  a tax
equivalent yield,  which is what an investor would generally need to earn from a
fully  taxable  investment in order to realize,  after income  taxes,  a benefit
equal to the tax free  yield  provided  by the  Fund.  Tax  equivalent  yield is
calculated using the following formula:

                  [OBJECT OMITTED]

           The  quotient  is then added to that  portion,  if any, of the Fund's
yield that is not tax exempt.  Depending on the Fund's objective, the income tax
rate used in the formula  above may be federal or a  combination  of federal and
state.


                              PRINCIPAL UNDERWRITER

         The  Distributor  is the principal  underwriter  for the Trust and with
respect  to each  class of  shares of the Fund.  The  Trust has  entered  into a
Principal Underwriting Agreement ("Underwriting Agreement") with the Distributor
with respect to each class of the 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 Fund and the Fund reserves
the  right,  in its sole  discretion,  to reject any order  received.  Under the
Underwriting  Agreement,  the Fund 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 Trustees who are not interested  persons of the Fund, as
defined  in the  1940 Act (the  "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.


                     DISTRIBUTION EXPENSES UNDER RULE 12b-1

         The Fund bears some of the costs of selling its Class A, Class B, Class
C  and   Institutional   Service  shares,   as  applicable,   including  certain
advertising,  marketing and shareholder service expenses, pursuant to Rule 12b-1
of the 1940 Act. These "12b-1 fees" or  "distribution  fees" are indirectly paid
by the shareholder, as shown by the Fund's expense table in the prospectus.

         Under the  Distribution  Plans (each a "Plan,"  together,  the "Plans")
that the Fund has adopted for its,  Class A, Class B, Class C and  Institutional
Service  shares,  as applicable,  the Fund may incur  expenses for  distribution
costs  up to a  maximum  annual  percentage  of the  average  daily  net  assets
attributable to a class, as follows:


              Class A                0.75%*

              Class B                 1.00%

              Class C                 1.00%

       Institutional Service         0.35%*


*Currently limited to 0.25% or less.  See the expense table in the prospectus
 of the Fund in which you are interested.

         Of the  amounts  above,  each  class  may pay  under its Plan a maximum
service fee of 0.25% to compensate  organizations,  which may include the Fund's
investment  advisor  or  its  affiliates,  for  personal  services  provided  to
shareholders  and the  maintenance  of shareholder  accounts.  The Fund may not,
during any fiscal  period,  pay  distribution  or service  fees greater than the
amounts above.

         Amounts  paid under the Plans are used to  compensate  the  Distributor
pursuant  to  Distribution   Agreements  (each  an  "Agreement,"  together,  the
"Agreements")  that the Fund has entered into with respect to its Class A, Class
B, Class C and Institutional Service shares, as applicable.  The compensation is
based  on  a  maximum  annual   percentage  of  the  average  daily  net  assets
attributable to a class, as follows:


        Class A                        0.25%*

        Class B                       1.00%

        Class C                       1.00%

        Institutional Service         0.25%*


        *May be lower. See the expense table in the prospectus of the Fund in
         which you are interested.

         The Agreements  provide that the Distributor  will use the distribution
fees received from the Fund for the following purposes:

         (1)      to compensate broker-dealers or other persons for distributing
                  Fund shares;

         (2)      to  compensate  broker-dealers,  depository  institutions  and
                  other financial  intermediaries for providing  administrative,
                  accounting  and other  services  with  respect  to the  Fund's
                  shareholders; and

         (3)      to otherwise promote the sale of Fund shares.


         The Agreements also provide that the  Distributor may use  distribution
fees to make  interest  and  principal  payments in respect of amounts that have
been  financed to pay  broker-dealers  or other  persons for  distributing  Fund
shares. The Distributor may assign its rights to receive  compensation under the
Plans to secure such  financings.  FUNB or its affiliates  may finance  payments
made by the  Distributor  to  compensate  broker-dealers  or other  persons  for
distributing shares of the Fund.

         In the event the Fund  acquires  the  assets of  another  mutual  fund,
compensation  paid to the  Distributor  under the  Agreements may be paid by the
Fund's Distributor to the acquired fund's distributor or its predecessor.

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

         Distribution  fees are accrued daily and paid at least 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  Plans,  the  Treasurer  of the  Trust  reports  the  amounts
expended under the Plans and the purposes for which such  expenditures were made
to the Trustees of the Trust for their review on a quarterly  basis.  Also, each
Plan provides that the selection and nomination of the Independent  Trustees are
committed to the discretion of such Independent Trustees then in office.

         The investment advisor may from time to time from its own funds or such
other  resources  as may be permitted  by rules of the  Securities  and Exchange
Commission  ("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 the  Agreement  will  continue  in effect for  successive
12-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.

         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, Class C and
Institutional Service shares. The Plans are designed to (i) stimulate brokers to
provide distribution and administrative support services to the Fund and holders
of Class A, Class B, Class C and Institutional Service shares and (ii) stimulate
administrators to render administrative support services to the Fund and holders
of  Class  A,  Class  B,  Class  C  and   Institutional   Service  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,  Class C and  Institutional  Service  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,
Class C and Institutional Service shares.

         In the event that the Plan or  Distribution  Agreement is terminated or
not  continued  with  respect  to one  or  more  classes  of  the  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 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 Independent 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 the 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 the 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  Independent  Trustees,  or  (ii)  by the
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.  For more information  about 12b-1
fees, see "Expenses" in the prospectus and "12b-1 Fees" under "Expenses" in Part
1 of this SAI.


                                 TAX INFORMATION

Requirements for Qualifications as a Regulated Investment Company

         The Fund intends to qualify for and elect the tax treatment  applicable
to regulated  investment  companies  ("RIC") under  Subchapter M of the Internal
Revenue Code of 1986,  as amended (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, the 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,  the 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 the Fund to the
extent it does not meet  certain  distribution  requirements  by the end of each
calendar year. The Fund anticipates meeting such distribution requirements.


Taxes on Distributions

         Unless the Fund is a municipal bond fund, 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 the 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.  Unless the Fund is a municipal  bond fund or U.S.  Treasury
money  market  fund,  it  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.  If the Fund is a municipal  bond fund or U.S.  Treasury  money  market
fund, none of its income will consist of corporate dividends; therefore, none of
its  distributions  will qualify for the 70%  dividends-received  deduction  for
corporations.

         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 the 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 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 advisor to determine the state and local tax  implications
of Fund distributions.

         If more than 50% of the value of the Fund's  total assets at the end of
a fiscal year is represented by securities of foreign  corporations and the 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 the 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.

Special Tax Information for Municipal Bond Fund Shareholders

         The  Fund  expects  that  substantially  all of its  dividends  will be
"exempt interest  dividends," which should be treated as excludable from federal
gross income.  In order to pay exempt  interest  dividends,  at least 50% of the
value of the Fund's assets must consist of federally  tax-exempt  obligations at
the close of each quarter.  An exempt interest  dividend is any dividend or part
thereof  (other than a capital gain  dividend)  paid by the Fund with respect to
its net federally  excludable municipal obligation interest and designated as an
exempt  interest  dividend in a written  notice mailed to each  shareholder  not
later than 60 days after the close of its taxable  year.  The  percentage of the
total dividends paid by the Fund with respect to any taxable year that qualifies
as exempt interest  dividends will be the same for all  shareholders of the Fund
receiving  dividends  with respect to such year.  If a  shareholder  receives an
exempt interest  dividend with respect to any share and such share has been held
for six months or less,  any loss on the sale or  exchange of such share will be
disallowed to the extent of the exempt interest dividend amount.

         Any shareholder of the Fund who may be a "substantial user" (as defined
by the Code) of a facility financed with an issue of tax-exempt obligations or a
"related  person" to such a user should  consult his tax advisor  concerning his
qualification  to  receive  exempt  interest  dividends  should  the  Fund  hold
obligations financing such facility.

         Under  regulations to be  promulgated,  to the extent  attributable  to
interest paid on certain  private  activity  bonds,  the Fund's exempt  interest
dividends, while otherwise tax-exempt,  will be treated as a tax preference item
for  alternative  minimum tax purposes.  Corporate  shareholders  should also be
aware that the  receipt  of exempt  interest  dividends  could  subject  them to
alternative  minimum  tax  under the  provisions  of  Section  56(g) of the Code
(relating to "adjusted current earnings").

         Interest on  indebtedness  incurred or  continued  by  shareholders  to
purchase or carry shares of the Fund will not be deductible  for federal  income
tax  purposes to the extent of the portion of the interest  expense  relating to
exempt interest  dividends.  Such portion is determined by multiplying the total
amount of  interest  paid or  accrued on the  indebtedness  by a  fraction,  the
numerator of which is the exempt interest dividends received by a shareholder in
his taxable year and the  denominator of which is the sum of the exempt interest
dividends and the taxable  distributions out of the Fund's investment income and
long-term capital gains received by the shareholder.

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 12
months is generally  subject to a maximum  federal income tax rate of 20% for an
individual.  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 61-day  period
beginning  30 days  before and ending 30 days after he or she sold or  exchanged
the shares.  The Code will not allow a shareholder to realize a loss on the sale
of Fund shares held by the  shareholder for six months or less to the extent the
shareholder  received exempt interest  dividends on such shares.  Moreover,  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  distributions of
net capital gains on such shares.

         Shareholders who fail to furnish their taxpayer  identification numbers
to the 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
advisors 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 advisors regarding specific questions
relating to federal, state and local tax consequences of investing in shares of
the Fund. Each shareholder who is not a U.S. person should consult his or her
tax advisor regarding the U.S. and foreign tax consequences of ownership of
shares of the 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.


                                    BROKERAGE

Brokerage Commissions

         If the Fund  invests in equity  securities,  it expects to buy and sell
them 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,  the Fund will deal with primary  market makers unless
more favorable prices are otherwise obtainable.

         If the Fund invests in fixed income  securities,  it expects to buy and
sell them  directly  from the issuer or an  underwriter  or market maker for the
securities.  Generally,  the Fund will not pay  brokerage  commissions  for such
purchases. When the 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 the 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, the advisor seeks brokers
who can  provide the most  benefit to the Fund.  When  selecting  a broker,  the
investment  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.

         The 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 the investment  advisor do
not replace, but supplement,  the services the investment advisor is required to
deliver to the Fund. It is impracticable for the investment  advisor 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,  the investment  advisor
may also  consider  the amount of Fund shares a broker has sold,  subject to the
other requirements described above.

         If the Fund is advised by EAMC, Lieber & Company,  an affiliate of EAMC
and a member of the New York and American  Stock  Exchanges,  will to the extent
practicable effect substantially all of the portfolio  transactions  effected on
those exchanges for the Fund.

Simultaneous Transactions

         The  investment  advisor  makes  investment   decisions  for  the  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 the investment advisor to engage in a simultaneous transaction, that is, buy
or sell the same  security  for more than one  client.  The  investment  advisor
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 Fund,  but the ideal  price or  trading  volume may not
always be achieved for the Fund.


                                  ORGANIZATION

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
the 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 "NAV"applicable to such share. Shares generally vote together as one class on
all  matters.  Classes  of shares  of the 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 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 (for such reasons as electing or removing Trustees,  changing fundamental
policies,  and approving advisory  agreements or 12b-1 plans),  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.

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.

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 Trust. 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  advisor,  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 and 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  Fund by its  customers.  If FUNB and its  affiliates  were  prevented  from
continuing  to provide for  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 advisor. If this were to occur,
it is not anticipated that the shareholders of the Fund would suffer any adverse
financial consequences.


                          INVESTMENT ADVISORY AGREEMENT

         On behalf  of the  Fund,  the  Trust  has  entered  into an  investment
advisory   agreement   with  the  Fund's   investment   advisor  (the  "Advisory
Agreement"). Under the Advisory Agreement, and subject to the supervision of the
Trust's Board of Trustees,  the investment advisor furnishes to the Fund (unless
the  Fund is  Evergreen  Masters  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
investment  advisor pays for all of the expenses incurred in connection with the
provision of its services.

         If the Fund is  Evergreen  Masters  Fund,  the  Advisory  Agreement  is
similar to the above except that the  investment  advisor  selects  sub-advisors
(hereinafter referred to as "Managers") for the Fund and monitors each Manager's
investment   program   and   results.   The   investment   advisor  has  primary
responsibility  under  the  multi-manager  strategy  to  oversee  the  Managers,
including making recommendations to the Trust regarding the hiring,  termination
and replacement of Managers.

          The  Fund  pays  for  all  charges  and  expenses,  other  than  those
specifically  referred to as being borne by the investment  advisor,  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)  applicable  costs and
expenses under the  Distribution  Plan (as described  above) (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 the Fund and its
shares with the SEC or under state or other  securities  laws;  (11) expenses of
preparing,  printing and mailing prospectuses,  SAIs, notices, reports and proxy
materials  to  shareholders  of the Fund;  (12)  expenses of  shareholders'  and
Trustees' meetings;  (13) charges and expenses of legal counsel for the Fund and
for the Independent  Trustees on matters  relating to the Fund; (14) charges and
expenses of filing annual and other reports with the SEC and other  authorities;
and (15) all extraordinary  charges and expenses of the Fund. For information on
advisory fees paid by the Fund, see "Expenses" in Part 1 of this SAI.

         The  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 the
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  cast in person at a meeting  called  for the  purpose  of
voting on such  approval.  The Advisory  Agreement  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. The Advisory Agreement will terminate
automatically upon its "assignment" as that term is defined in the 1940 Act.

Managers (Evergreen Masters Fund only)

         Evergreen  Masters  Fund's   investment   program  is  based  upon  the
investment advisor's multi-manager concept. The investment advisor allocates the
Fund's  portfolio  assets  on an  equal  basis  among  a  number  of  investment
management  organizations  - currently  four in number - each of which employs a
different  investment  style, and  periodically  rebalances the Fund's portfolio
among the  Managers so as to maintain an  approximate  equal  allocation  of the
portfolio among them throughout all market cycles.  Each Manager  provides these
services under a Portfolio  Management  Agreement.  Each Manager has discretion,
subject to oversight by the Trustees and the investment advisor, to purchase and
sell portfolio assets consistent with the Fund's investment objectives, policies
and restrictions and specific investment  strategies developed by the investment
advisor. The Fund's current Managers are, EAMC MFS Institutional  Advisors, Inc.
("MFS"),   OppenheimerFunds,   Inc.   ("Oppenheimer")   and  Putnam   Investment
Management, Inc. ("Putnam").

         The Trust and FUNB have received an order from the SEC that permits the
investment advisor to employ a "manager of managers" strategy in connection with
its management of the Fund. The exemptive order permits the investment  advisor,
subject to certain conditions,  and without shareholder approval, to: (a) select
new Managers who are unaffiliated with the investment  advisor with the approval
of the Trust's Board of Trustees; (b) change the material terms of the Portfolio
Management  Agreements  with the Managers;  and (c) continue the employment of a
Manager after an event which would otherwise cause the automatic  termination of
a Portfolio Management Agreement.  Shareholders would be notified of any Manager
changes. Shareholders have the right to terminate arrangements with a Manager by
vote of a majority of the outstanding shares of the Fund. The order also permits
the Fund to disclose the Managers' fees only in the aggregate.

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 the Fund to buy or
sell securities from another  investment company for which a subsidiary of First
Union Corporation is an investment advisor. The Rule 17a-7 Procedures also allow
the  Fund to buy or sell  securities  from  other  advisory  clients  for whom a
subsidiary of First Union  Corporation  is an investment  advisor.  The Fund may
engage in such transaction if it is equitable to each participant and consistent
with each participant's investment objective.


                             MANAGEMENT OF THE TRUST

         The Trust is supervised by a Board of Trustees that is responsible  for
representing the interest of the  shareholders.  The Trustees meet  periodically
throughout  the year to oversee the Fund's  activities,  reviewing,  among other
things,  the Fund's  performance and its contractual  arrangements  with various
service providers. Each Trustee is paid a fee for his or her services.
See "Expenses-Trustee Compensation" in Part 1 of this SAI.

         The Trust has an Executive  Committee which consists of the Chairman of
the Board,  James Howell,  and Messrs.  Scofield and Salton,  each of whom is an
Independent  Trustee.  The  Executive  Committee  recommends  Trustees  to  fill
vacancies,  prepares the agenda for Board  meetings and acts on routine  matters
between scheduled Board meetings.

         Set forth below are the  Trustees  and  officers of the Trust and their
principal  occupations  and  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.

<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; and
(DOB: 2/2/28)                                                    President of Centrum Equities and Centrum Properties, Inc.

Charles A. Austin III                Trustee                     Investment Counselor to Appleton Partners, Inc.; former
(DOB: 10/23/34)                                                  Director, Executive Vice President and Treasurer, State
                                                                 Street Research & Management Company (investment advice);
                                                                 Director, The Andover Companies (Insurance); and Trustee,
                                                                 Arthritis Foundation of New England

K. Dun Gifford                       Trustee                     Trustee, Treasurer and Chairman of the Finance Committee,
(DOB: 10/12/38)                                                  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)

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

Leroy Keith, Jr.                     Trustee                     Chairman of the Board and Chief Executive Officer, Carson
(DOB: 2/14/39)                                                   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. (steel
(DOB: 7/14/39)                                                   producer).

Thomas  L. McVerry                   Trustee                     Former Vice President and Director of Rexham Corporation
(DOB: 8/2/39)                                                    (manufacturing); 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, DHR
(DOB: 9/14/41)                                                   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 Services;
(DOB: 6/2/47)                                                    former Managed Health Care Consultant; and former
                                                                 President, Primary Physician Care.

Michael S. Scofield                  Vice Chairman of the        Attorney, Law Offices of Michael S. Scofield.
(DOB: 2/20/43)                       Board of Trustees

Richard J. Shima                     Trustee                     Former Chairman, Environmental Warranty, Inc. (insurance
(DOB: 8/11/39)                                                   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.

<PAGE>

Anthony J. Fischer*                  President and Treasurer     Vice President/Client Services, BISYS Fund Services.
(DOB:2/10/59)

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

Bryan Haft**                         Vice President              Team Leader, Fund Administration, BISYS Fund Services.
(DOB: 1/23/65)
                                                                 Senior Vice President and Assistant General Counsel, First
Michael H. Koonce                    Secretary                   Union Corporation; former Senior Vice President and General
(DOB: 4/20/60)                                                   Counsel, Colonial Management Associates, Inc.
</TABLE>

*Address: BISYS Fund Services, 90 Park Avenue, New York, New York 10016
**Address: BISYS, 3435 Stelzer Road, Columbus, Ohio 43219-8001



                      CORPORATE AND MUNICIPAL BOND RATINGS

         The Fund relies on ratings  provided by independent  rating services to
help  determine  the  credit  quality  of bonds and other  obligations  the Fund
intends to  purchase  or  already  owns.  A rating is an opinion of an  issuer's
ability to pay interest and/or  principal when due.  Ratings reflect an issuer's
overall  financial  strength and whether it can meet its  financial  commitments
under various economic conditions.

         If a  security  held by the Fund  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.

         The principal rating services,  commonly used by the Fund and investors
generally,  are S&P and Moody's.  The Fund may also rely on ratings  provided by
Fitch. Rating systems are similar among the different  services.  As an example,
the chart below compares basic ratings for long-term bonds. The "Credit Quality"
terms in the chart are for quick  reference  only.  Following  the chart are the
specific definitions each service provides for its ratings.

<TABLE>
<CAPTION>

                      COMPARISON OF LONG-TERM BOND RATINGS


     MOODY'S           S&P              FITCH           Credit Quality
      <S>               <C>              <C>                <C>
     Aaa               AAA              AAA             Excellent Quality (lowest risk)

     Aa                AA               AA              Almost Excellent Quality (very low risk)

     A                 A                A               Good Quality (low risk)

     Baa               BBB              BBB             Satisfactory Quality (some risk)

     Ba                BB               BB              Questionable Quality (definite risk)

     B                 B                B               Low Quality (high risk)

     Caa/Ca/C          CCC/CC/C         CCC/CC/C        In or Near Default

                       D                DDD/DD/D        In Default


</TABLE>


                                 CORPORATE BONDS

                                LONG-TERM RATINGS

Moody's Corporate Long-Term Bond Ratings

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
edged." 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.

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 risk appear somewhat larger than the Aaa securities.

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 some time in the future.

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.

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.

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.

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.

Ca Bonds which are rated Ca represent  obligations  which are  speculative  in a
high degree. Such issues are often in default or have other marked shortcomings.

C Bonds  which are rated 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.

Note:  Moody's applies  numerical  modifiers,  1, 2 and 3 in each generic rating
classification  from Aa to Caa. The modifier 1 indicates  that the company ranks
in the higher end of its generic  rating  category;  the  modifier 2 indicates a
mid-range  raking and the  modifier 3 indicates  that the  company  ranks in the
lower end of its generic rating category.

S&P  Corporate Long-Term Bond Ratings

AAA An  obligation  rated  AAA has  the  highest  rating  assigned  by S&P.  The
obligor's  capacity  to meet  its  financial  commitment  on the  obligation  is
extremely strong.

AA An obligation  rated AA differs from the  highest-rated  obligations  only in
small  degree.  The obligor's  capacity to meet its financial  commitment on the
obligation is very strong.

A An obligation  rated A is somewhat more  susceptible to the adverse effects of
changes  in   circumstances   and  economic   conditions  than   obligations  in
higher-rated  categories.  However, the obligor's capacity to meet its financial
commitment on the obligation is still strong.

BBB An obligation rated BBB exhibits adequate  protection  parameters.  However,
adverse economic conditions or changing circumstances are more likely to lead to
a weakened  capacity  of the  obligor to meet its  financial  commitment  on the
obligation.

BB, B, CCC, CC and C: As described below,  obligations rated BB, B, CCC, CC, and
C are regarded as having significant speculative  characteristics.  BB indicates
the least degree of speculation and C the highest.  While such  obligations will
likely have some quality and protective characteristics, these may be outweighed
by large uncertainties or major exposures to adverse conditions.

BB  An  obligation  rated  BB  is  less  vulnerable  to  nonpayment  than  other
speculative issues. However, it faces major ongoing uncertainties or exposure to
adverse business,  financial,  or economic  conditions,  which could lead to the
obligor's   inadequate  capacity  to  meet  its  financial   commitment  on  the
obligation.

B An obligation rated B is more vulnerable to nonpayment than obligations  rated
BB, but the obligor currently has the capacity to meet its financial  commitment
on the obligation.  Adverse  business,  financial,  or economic  conditions will
likely  impair  the  obligor's  capacity  or  willingness  to meet it  financial
commitment on the obligation.

CCC An  obligation  rated  CCC is  currently  vulnerable  to  nonpayment  and is
dependent upon favorable  business,  financial,  and economic conditions for the
obligor to meet its  financial  commitment  on the  obligation.  In the event of
adverse business,  financial, or economic conditions,  the obligor is not likely
to have the capacity to meet its financial commitment on the obligation.


CC An obligation rated CC is currently highly vulnerable to nonpayment.

C The C rating may be used to cover a situation where a bankruptcy  petition has
been filed or similar action has been taken, but payments on this obligation are
being continued.

D The D rating,  unlike other ratings,  is not prospective;  rather,  it is used
only  where a default  has  actually  occurred--and  not where a default is only
expected. S&P changes ratings to D either:

!        On the day an interest and/or principal payment is due and is not paid.
         An exception is made if there is a grace period and S&P believes that a
         payment will be made, in which case the rating can be maintained; or

!        Upon voluntary  bankruptcy  filing or similar  action.  An exception is
         made if S&P expects that debt service payments will continue to be made
         on a specific  issue. In the absence of a payment default or bankruptcy
         filing,  a  technical  default  (i.e.,   covenant   violation)  is  not
         sufficient for assigning a D rating.

Plus (+) or minus (-) The ratings from AA to CCC may be modified by the addition
of a plus or minus  sign to show  relative  standing  within  the  major  rating
categories.

Fitch Corporate Long-Term Bond Ratings

Investment Grade

AAA Highest credit quality.  AAA ratings denote the lowest expectation of credit
risk. They are assigned only in case of exceptionally strong capacity for timely
payment  of  financial  commitments.  This  capacity  is highly  unlikely  to be
adversely affected by foreseeable events.

AA Very high credit quality.  AA ratings denote a very low expectation of credit
risk.  They  indicate  very  strong  capacity  for timely  payment of  financial
commitments.  This  capacity  is not  significantly  vulnerable  to  foreseeable
events.

A High credit quality.  A ratings denote a lower expectation of credit risk. The
capacity for timely payment of financial  commitments is considered strong. This
capacity may, nevertheless, be more vulnerable to changes in circumstances or in
economic conditions than is the case for higher ratings.

BBB Good credit  quality.  BBB ratings  indicate  that there is  currently a low
expectation  of credit  risk.  The  capacity  for timely  payment  of  financial
commitments is considered adequate,  but adverse changes in circumstances and in
economic conditions are more likely to impair this capacity.  This is the lowest
investment-grade category.


Speculative Grade

BB Speculative.  BB ratings  indicate that there is a possibility of credit risk
developing,  particularly  as the result of adverse  economic  change over time;
however,  business or financial alternatives may be available to allow financial
commitments to be met.
Securities rated in this category are not investment grade.

B Highly  speculative.  B  ratings  indicate  that  significant  credit  risk is
present,  but a limited  margin of safety  remains.  Financial  commitments  are
currently being met; however,  capacity for continued payment is contingent upon
a sustained, favorable business and economic environment.

CCC,  CC, C High  default  risk.  Default is a real  possibility.  Capacity  for
meeting  financial  commitment  is  solely  reliant  upon  sustained,  favorable
business or economic  developments.  A CC rating  indicates that default of some
kind appears probable. C ratings signal imminent default.

DDD, DD, D        Default.  Securities are not meeting current obligations and
are extremely speculative.  DDD designates the highest potential for recovery of
amounts outstanding on any securities involved.  For U.S. corporates, for
example, DD indicates expected recovery of 50%-90% of such outstandings, and D
the lowest recovery potential, i.e. below 50%.

+ or - may be appended to a rating to denote relative status within major rating
categories.  Such  suffixes  are not  added  to the AAA  rating  category  or to
categories below CCC.


                          CORPORATE SHORT-TERM RATINGS

Moody's Corporate Short-Term Issuer Ratings

Prime-1  Issuers  rated  Prime-1 (or  supporting  institutions)  have a superior
ability for repayment of senior short-term debt  obligations.  Prime-1 repayment
ability will often be evidenced by many of the following characteristics.

- --  Leading market positions in well-established industries.

- --  High rates of return on funds employed.

- --  Conservative  capitalization  structure  with moderate  reliance on debt and
    ample asset protection.

- --  Broad  margins in  earnings coverage  of fixed  financial  changes  and high
    internal cash generation.

- --  Well-established  access to a range of financial markets and assured sources
    of alternate liquidity.

Prime-2 Issuers rated Prime-2 (or supporting institutions) have a strong ability
for  repayment of senior  short-term  debt  obligations.  This will  normally be
evidenced  by many of the  characteristics  cited above but to a lesser  degree.
Earnings  trends  and  coverage  ratios,  while  sound,  may be more  subject to
variation. Capitalization characteristics,  while still appropriate, may be more
affected by external conditions. Ample alternate liquidity is maintained.

Prime-3  Issuers rated Prime-3 (or supporting  institutions)  have an acceptable
ability for repayment of senior short-term  obligations.  The effect of industry
characteristics and market  compositions may be more pronounced.  Variability in
earnings and profitability may result in changes in the level of debt protection
measurements and may require relatively high financial leverage.
Adequate alternate liquidity is maintained.

Not Prime  Issuers  rated Not Prime do not fall  within any of the Prime  rating
categories.


S&P Corporate Short-Term Obligation Ratings

A-1 A short-term  obligation  rated A-1 is rated in the highest category by S&P.
The  obligor's  capacity to meet its financial  commitment on the  obligation is
strong. Within this category certain obligations are designated with a plus sign
(+). This indicates that the obligor's capacity to meet its financial commitment
on these obligations is extremely strong.

A-2 A  short-term  obligation  rated A-2 is  somewhat  more  susceptible  to the
adverse  effects  of changes  in  circumstances  and  economic  conditions  than
obligations in higher rating categories. However, the obligor's capacity to meet
its financial commitment on the obligation is satisfactory.

A-3 A short-term  obligation rated A-3 exhibits adequate protection  parameters.
However,  adverse economic conditions or changing  circumstances are more likely
to lead to a weakened  capacity of the obligor to meet its financial  commitment
on the obligation.

B A short-term obligation rated B is regarded as having significant  speculative
characteristics.  The obligor  currently  has the capacity to meet its financial
commitment on the  obligation;  however,  it faces major  ongoing  uncertainties
which could lead to the  obligor's  inadequate  capacity  to meet its  financial
commitment on the obligation.

C A short-term  obligation rated C is currently  vulnerable to nonpayment and is
dependent upon favorable  business,  financial,  and economic conditions for the
obligor to meet its financial commitment on the obligation.

D The D rating,  unlike other ratings,  is not prospective;  rather,  it is used
only  where a default  has  actually  occurred--and  not where a default is only
expected. S&P changes ratings to D either:

!        On the day an interest and/or principal payment is due and is not paid.
         An exception is made if there is a grace period and S&P believes that a
         payment will be made, in which case the rating can be maintained; or

!        Upon voluntary  bankruptcy  filing or similar  action,  An exception is
         made if S&P expects that debt service payments will continue to be made
         on a specific  issue. In the absence of a payment default or bankruptcy
         filing,  a  technical  default  (i.e.,   covenant   violation)  is  not
         sufficient for assigning a D rating.


Fitch Corporate Short-Term Obligation Ratings

F1 Highest credit quality.  Indicates the strongest  capacity for timely payment
of  financial  commitments;  may have an added "+" to denote  any  exceptionally
strong credit feature.

F2 Good credit quality. A satisfactory  capacity for timely payment of financial
commitments,  but the  margin  of  safety  is not as great as in the case of the
higher ratings.

F3 Fair credit quality. The capacity for timely payment of financial commitments
is adequate;  however,  near-term adverse changes could result in a reduction to
non-investment grade.

B Speculative.  Minimal  capacity for timely  payment of financial  commitments,
plus  vulnerability  to  near-term  adverse  changes in  financial  and economic
conditions.

C High  default  risk.  Default  is a real  possibility.  Capacity  for  meeting
financial commitments is solely reliant upon a sustained, favorable business and
economic environment.

D Default. Denotes actual or imminent payment default.



                                 MUNICIPAL BONDS

                                LONG-TERM RATINGS

Moody's Municipal Long-Term Bond Ratings

Aaa  Bonds  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.

Aa Bonds 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 risk appear somewhat larger than the Aaa securities.

A Bonds  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 some time in the future.

Baa Bonds 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.

Ba Bonds 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.

B Bonds 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.

Caa Bonds 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.

Ca Bonds rated Ca represent  obligations which are speculative in a high degree.
Such issues are often in default or have other marked shortcomings.

C Bonds rated 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.

Note:  Moody's  applies  numerical  modifiers 1, 2 and 3 in each generic  rating
classification  from Aa to B. The modifier 1 indicates that the company ranks in
the higher end of its  generic  rating  category;  the  modifier 2  indicates  a
mid-range  raking and the  modifier 3 indicates  that the  company  ranks in the
lower end of its generic rating category.

S&P Municipal Long-Term Bond Ratings

AAA An  obligation  rated  AAA has  the  highest  rating  assigned  by S&P.  The
obligor's  capacity  to meet  its  financial  commitment  on the  obligation  is
extremely strong.

AA An obligation  rated AA differs from the  highest-rated  obligations  only in
small  degree.  The obligor's  capacity to meet its financial  commitment on the
obligation is very strong.

A An obligation  rated A is somewhat more  susceptible to the adverse effects of
changes  in   circumstances   and  economic   conditions  than   obligations  in
higher-rated  categories.  However, the obligor's capacity to meet its financial
commitment on the obligation is still strong.

BBB An obligation rated BBB exhibits adequate  protection  parameters.  However,
adverse economic conditions or changing circumstances are more likely to lead to
a weakened  capacity  of the  obligor to meet its  financial  commitment  on the
obligation.

         BB, B, CCC, CC and C: As described below, obligations rated BB, B, CCC,
CC, and C are regarded as having  significant  speculative  characteristics.  BB
indicates  the  least  degree  of  speculation  and C the  highest.  While  such
obligations will likely have some quality and protective characteristics,  these
may  be  outweighed  by  large  uncertainties  or  major  exposures  to  adverse
conditions.

BB  An  obligation  rated  BB  is  less  vulnerable  to  nonpayment  than  other
speculative issues. However, it faces major ongoing uncertainties or exposure to
adverse business,  financial,  or economic  conditions,  which could lead to the
obligor's   inadequate  capacity  to  meet  its  financial   commitment  on  the
obligation.

B An obligation rated B is more vulnerable to nonpayment than obligations  rated
BB, but the obligor currently has the capacity to meet its financial  commitment
on the obligation.  Adverse  business,  financial,  or economic  conditions will
likely  impair  the  obligor's  capacity  or  willingness  to meet it  financial
commitment on the obligation.

CCC An  obligation  rated  CCC is  currently  vulnerable  to  nonpayment  and is
dependent upon favorable  business,  financial,  and economic conditions for the
obligor to meet its  financial  commitment  on the  obligation.  In the event of
adverse business,  financial, or economic conditions,  the obligor is not likely
to have the capacity to meet its financial commitment on the obligation.

CC An obligation rated CC is currently highly vulnerable to nonpayment.

C The C rating may be used to cover a situation where a bankruptcy  petition has
been filed or similar action has been taken, but payments on this obligation are
being continued.

D An obligation  rated D is in payment  default.  The D rating  category is used
when  payments  on an  obligation  are not  made  on the  date  due  even if the
applicable grace period has not expired,  unless S&P believes that such payments
will be made during such grace  period.  The D rating also will be used upon the
filing of a bankruptcy petition or the taking of a similar action if payments on
an obligation are jeopardized.

Plus (+) or minus (-) The ratings from AA to CCC may be modified by the addition
of a plus or minus  sign to show  relative  standing  within  the  major  rating
categories.

Fitch Municipal Long-Term Bond Ratings

Investment Grade

AAA Highest credit quality.  AAA ratings denote the lowest expectation of credit
risk. They are assigned only in case of exceptionally strong capacity for timely
payment  of  financial  commitments.  This  capacity  is highly  unlikely  to be
adversely affected by foreseeable events.

AA Very high credit quality.  AA ratings denote a very low expectation of credit
risk.  They  indicate  very  strong  capacity  for timely  payment of  financial
commitments.  This  capacity  is not  significantly  vulnerable  to  foreseeable
events.

A High credit quality.  A ratings denote a lower expectation of credit risk. The
capacity for timely payment of financial  commitments is considered strong. This
capacity may, nevertheless, be more vulnerable to changes in circumstances or in
economic conditions than is the case for higher ratings.

BBB Good credit  quality.  BBB ratings  indicate  that there is  currently a low
expectation  of credit  risk.  The  capacity  for timely  payment  of  financial
commitments is considered adequate,  but adverse changes in circumstances and in
economic conditions are more likely to impair this capacity.  This is the lowest
investment-grade category.

Speculative Grade

BB Speculative.  BB ratings  indicate that there is a possibility of credit risk
developing,  particularly  as the result of adverse  economic  change over time;
however,  business or financial alternatives may be available to allow financial
commitments to be met.
Securities rated in this category are not investment grade.

B Highly  speculative.  B  ratings  indicate  that  significant  credit  risk is
present,  but a limited  margin of safety  remains.  Financial  commitments  are
currently being met; however,  capacity for continued payment is contingent upon
a sustained, favorable business and economic environment.

CCC,  CC, C High  default  risk.  Default is a real  possibility.  Capacity  for
meeting  financial  commitments  is solely  reliant  upon  sustained,  favorable
business or economic  developments.  A CC rating  indicates that default of some
kind appears probable. C ratings signal imminent default.

DDD,  DD, D Default.  Securities  are not meeting  current  obligations  and are
extremely  speculative.  DDD  designates  the highest  potential for recovery of
amounts  outstanding on any securities  involved.  DD designates  lower recovery
potential and D the lowest.

+ or - may be appended to a rating to denote relative status within major rating
categories.  Such  suffixes  are not  added  to the AAA  rating  category  or to
categories below CCC.


                          SHORT-TERM MUNICIPAL RATINGS

Moody's Municipal Short-Term Issuer Ratings

Prime-1  Issuers  rated  Prime-1 (or  supporting  institutions)  have a superior
ability for repayment of senior short-term debt  obligations.  Prime-1 repayment
ability will often be evidence by many of the following characteristics.

- --  Leading market positions in well-established industries.

- --  High rates of return on funds employed.

- --  Conservative  capitalization  structure  with moderate  reliance on debt and
ample asset protection.

- -- Broad  margins in  earnings  coverage  of fixed  financial  changes  and high
internal cash generation.

- --  Well-established  access to a range of financial markets and assured sources
of alternate liquidity.

Prime-2 Issuers rated Prime-2 (or supporting institutions) have a strong ability
for  repayment of senior  short-term  debt  obligations.  This will  normally be
evidenced  by many of the  characteristics  cited above but to a lesser  degree.
Earnings  trends  and  coverage  ratios,  while  sound,  may be more  subject to
variation. Capitalization characteristics,  while still appropriate, may be more
affected by external conditions. Ample alternate liquidity is maintained.

Prime-3  Issuers rated Prime-3 (or supporting  institutions)  have an acceptable
ability for repayment of senior short-term  obligations.  The effect of industry
characteristics and market  compositions may be more pronounced.  Variability in
earnings and profitability may result in changes in the level of debt protection
measurements and may require relatively high financial leverage.
Adequate alternate liquidity is maintained.

Not Prime  Issuers  rated Not Prime do not fall  within any of the Prime  rating
categories.


Moody's Municipal Short-Term Loan Ratings

MIG 1 This  designation  denotes best  quality.  There is strong  protection  by
established cash flows, superior liquidity support, or demonstrated  broad-based
access to the market for refinancing.

MIG 2  This designation denotes high quality.  Margins of protection are ample
although not so large as in the preceding group.

MIG 3 This  designation  denotes  favorable  quality.  Liquidity  and  cash-flow
protection may be narrow and market access for  refinancing is likely to be less
well established.

SG This  designation  denotes  speculative  quality.  Debt  instruments  in this
category may lack margins of protection.


S&P Commercial Paper Ratings

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

A-2 Capacity for timely payment on issues with this designation is satisfactory.
However,  the relative degree of safety is not as high as for issues  designated
A-1.

A-3 Issues  carrying  this  designation  have an  adequate  capacity  for timely
payment. They are, however, more vulnerable to the adverse effects of changes in
circumstances than obligations carrying the higher designations.

B Issues  rated B are  regarded as having only  speculative  capacity for timely
payment.

C This  rating is  assigned  to  short-term  debt  obligations  with a  doubtful
capacity for payment.

D Debt  rated D is in  payment  default.  The D  rating  category  is used  when
interest  payments of principal  payments are not made on the date due,  even if
the applicable  grace period has not expired,  unless S&P believes such payments
will be made during such grace period.

S&P Municipal Short-Term Obligation Ratings

SP-1 Strong  capacity to pay  principal  and  interest.  An issue  determined to
possess  a very  strong  capacity  to pay  debt  service  is  given  a plus  (+)
designation.

SP-2   Satisfactory   capacity  to  pay  principal   and  interest,   with  some
vulnerability  to adverse  financial  and economic  changes over the term of the
notes.

SP-3 Speculative capacity to pay principal and interest.


Fitch Municipal Short-Term Obligation Ratings

F1 Highest credit quality.  Indicates the strongest  capacity for timely payment
of  financial  commitments;  may have an added "+" to denote  any  exceptionally
strong credit feature.

F2 Good credit quality. A satisfactory  capacity for timely payment of financial
commitments,  but the  margin  of  safety  is not as great as in the case of the
higher ratings.

F3 Fair credit quality. The capacity for timely payment of financial commitments
is adequate;  however,  near-term adverse changes could result in a reduction to
non-investment grade.

B Speculative.  Minimal  capacity for timely  payment of financial  commitments,
plus  vulnerability  to  near-term  adverse  changes in  financial  and economic
conditions.

C High  default  risk.  Default  is a real  possibility.  Capacity  for  meeting
financial commitments is solely reliant upon a sustained, favorable business and
economic environment.

D Default. Denotes actual or imminent payment default.


                             ADDITIONAL INFORMATION

         Except as otherwise  stated in its  prospectus  or required by law, the
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  the  Fund's
prospectus,  SAI or in supplemental  sales literature  issued by the Fund or the
Distributor,   and  no  person  is  entitled  to  rely  on  any  information  or
representation not contained therein.

         The 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.

<PAGE>



                             EVERGREEN EQUITY TRUST

                                     PART C



Item 23    Exhibits


<TABLE>
<CAPTION>
Exhibit
Number    Description                                            Location
- -------   -----------                                            -----------
<S>       <C>                                                    <C>
(a)       Declaration of Trust                                   Incorporated by reference to
                                                                 Registrant's Registration Statement
                                                                 Filed on October 8, 1997

(b)       By-laws                                                Incorporated by reference to
                                                                 Registrant's Registration Statement
                                                                 Filed on October 8, 1997


(c)       Provisions of instruments defining the rights          Incorporated by reference to Exhibits I and II
          of holders of the securities being registered          of Registrant's Registration Statement
          are contained in the Declaration of Trust              Filed on October 8, 1997
          Articles II, III.(6)(c), VI.(3), IV.(8), V, VI,
          VII, VIII and By-laws Articles II, III and VIII.


(d)(1)    Investment Advisory and Management                     Incorporated by reference to
          Agreement between the Registrant and First             Post-Effective Amendment No. 4 to
          Union National Bank                                    Registrant's Registration Statement
                                                                 Filed on March 12, 1998

(d)(2)    Investment Advisory and Management                     Incorporated by reference to
          Agreement between the Registrant and Evergreen         Post-Effective Amendment No. 4 to
          Asset Management Corp.                                 Registrant's Registration Statement
                                                                 Filed on March 12, 1998

(d)(3)    Investment Advisory and Management                     Incorporated by reference to
          Agreement between the Registrant and                   Post-Effective Amendment No. 4 to
          Evergreen Investment Management Company                Registrant's Registration Statement
          (formerly Keystone Investment Management               Filed on March 12, 1998
          Company)

(d)(4)    Investment Advisory and Management                     Incorporated by reference to
          Agreement between the Registrant and                   Post-Effective Amendment No. 12 to
          Meridian Investment Company                            Registrant's Registration Statement
                                                                 Filed on February 1, 1999

(d)(5)    Sub-advisory Agreement between Evergreen Asset         Incorporated by reference to
          Management Corp. and Lieber & Company                  Post-Effective Amendment No.9 to
                                                                 Registrant's Registrant Statement
                                                                 Filed on October 1, 1998

(d)(6)    Portfolio Management Agreement between                 Incorporated by reference to
          OppenheimerFunds, Inc. and First Union                 Post-Effective Amendment No. 12 to
          National Bank                                          Registrant's Registration Statement
                                                                 Filed on February 1, 1999

(d)(7)    Portfolio Management Agreement between                 Incorporated by reference to
          MFS Institutional Advisors, Inc. and First             Post-Effective Amendment No. 12 to
          Union National Bank                                    Registrant's Registration Statement
                                                                 Filed on February 1, 1999

(d)(8)    Portfolio Management Agreement between                 Incorporated by reference to
          Putnam Investment Management, Inc. and First           Post-Effective Amendment No. 12 to
          Union National Bank                                    Registrant's Registration Statement
                                                                 Filed on February 1, 1999

(e)(1)    Class A and Class C Principal Underwriting             Incorporated by reference to
          Agreement between the Registrant and Evergreen         Post-Effective Amendment No. 4 to
          Distributor, Inc.                                      Registrant's Registration Statement
                                                                 Filed on March 12, 1998

(e)(2)    Class B Principal Underwriting Agreement               Incorporated by reference to
          between the Registrant and Evergreen Investment        Post-Effective Amendment No. 4 to
          Services, Inc. (B-1)                                   Registrant's Registration Statement
                                                                 Filed on March 12, 1998

(e)(3)    Class B Principal Underwriting Agreement               Incorporated by reference to
          between the Registrant and Evergreen Distributor,      Post-Effective Amendment No. 4 to
          Inc. (B-2)                                             Registrant's Registration Statement
                                                                 Filed on March 12, 1998


(e)(4)    Class B Principal Underwriting Agreement               Incorporated by reference to
          between the Registrant and Evergreen Distributor,      Post-Effective Amendment No. 4 to
          Inc. (Evergreen/KCF)                                   Registrant's Registration Statement
                                                                 Filed on March 12, 1998


(e)(5)    Class Y Principal Underwriting Agreement               Incorporated by reference to
          between the Registrant and Evergreen Distributor,      Post-Effective Amendment No. 4 to
          Inc.                                                   Registrant's Registration Statement
                                                                 Filed on March 12, 1998

(e)(6)    Principal Underwriting Agreement between               Incorporated by reference to
          the Registrant and Kokusai Securities Company          Post-Effective Amendment No. 6 to
          Limited                                                Registrant's Registration Statement
                                                                 Filed on July 31, 1998


(e)(7)    Specimen Copy of Dealer Agreement used by              Incorporated by reference to
          Evergreen Distributor, Inc.                            Registrant's Pre-Effective Amendment No. 1
                                                                 Filed on November 10, 1997

(e)(8)    Principal Underwriting Agreement between               Incorporated by reference to
          the Registrant and Nomura Securities Company           Post-Effective Amendment No. 6 to
                                                                 Registrant's Registration Statement
                                                                 Filed on July 31, 1998

(f)       Form of Deferred Compensation Plan                     Incorporated by reference to
                                                                 Registrant's Pre-Effective Amendment No. 1
                                                                 Filed on November 10, 1997

(g)       Custodian Agreement between the Registrant             Incorporated by reference to
          and State Street Bank and Trust Company                Post-Effective Amendment No. 4 to
                                                                 Registrant's Registration Statement
                                                                 Filed on March 12, 1998

(h)(1)    Administration Agreement between Evergreen             Incorporated by reference to
          Investment Services, Inc. and the Registrant           Post-Effective Amendment No. 4 to
                                                                 Registrant's Registration Statement
                                                                 Filed on March 12, 1998

(h)(2)    Transfer Agent Agreement between the                   Incorporated by reference to
          Registrant and Evergreen Service Company               Post-Effective Amendment No. 4 to
                                                                 Registrant's Registration Statement
                                                                 Filed on March 12, 1998

(i)       Opinion and Consent of Sullivan & Worcester LLP        Incorporated by reference to
                                                                 Registrant's Post-Effective Amendment No. 2
                                                                 Filed on December 12, 1997

(j)       Consent of KPMG LLP                                    Filed herewith.

(k)       Not applicable

(l)       Not applicable

(m)(1)    12b-1 Distribution Plan for Class A                    Incorporated by reference to
                                                                 Post-Effective Amendment No. 4 to
                                                                 Registrant's Registration Statement
                                                                 Filed on March 12, 1998

(m)(2)    12b-1 Distribution Plan for Class B                    Incorporated by reference to
          (KAF B-1)                                              Post-Effective Amendment No. 4 to
                                                                 Registrant's Registration Statement
                                                                 Filed on March 12, 1998

(m)(3)    12b-1 Distribution Plan for Class B                    Incorporated by reference to
          (KAF B-2)                                              Post-Effective Amendment No. 4 to
                                                                 Registrant's Registration Statement
                                                                 Filed on March 12, 1998

(m)(4)    12b-1 Distribution Plan for Class B                    Incorporated by reference to
          (KCF/Evergreen)                                        Post-Effective Amendment No. 4 to
                                                                 Registrant's Registration Statement
                                                                 Filed on March 12, 1998

(m)(5)    12b-1 Distribution Plan for Class C                    Incorporated by reference to
                                                                 Post-Effective Amendment No. 4 to
                                                                 Registrant's Registration Statement
                                                                 Filed on March 12, 1998

(n)        Not applicable

(o)        Multiple Class Plan                                   Incorporated by reference to Post-Effective
                                                                 Amendment No. 13 to Registrants's Registration
                                                                 Statement filed on April 30, 1999
</TABLE>

Item 24.       Persons Controlled by or Under Common Control with Registrant.

     None

Item 25.       Indemnification.

     Registrant has obtained from a major insurance carrier a trustees and
officers liability policy covering certain types of errors and omissions.

     Provisions for the indemnification of the Registrant's Trustees and
officers are also contained in the Registrant's Declaration of Trust.

     Provisions for the indemnification of the Registrant's Investment Advisors
are contained in their respective Investment Advisory and Management Agreements.

     Provisions for the indemnification of Evergreen Distributor, Inc., the
Registrant's principal underwriter, are contained in each Principal Underwriting
Agreement between Evergreen Distributor, Inc. and the Registrant.

     Provisions for the indemnification of Evergreen Service Company, the
Registrant's transfer agent, are contained in the Master Transfer and
Recordkeeping Agreement between Evergreen Service Company and the Registrant.

     Provisions for the indemnification of State Street Bank and Trust Company,
the Registrant's custodian, are contained in the Custodian Agreement between
State Street Bank and Trust Company and the Registrant.

Item 26.       Business or Other Connections of Investment Adviser.

     The Directors and principal executive officers of First Union National Bank
are:

Edward E. Crutchfield, Jr.         Chairman and Chief Executive Officer,
                                   First Union Corporation; Chief Executive
                                   Officer and Chairman, First Union National
                                   Bank

Anthony P. Terracciano             President, First Union Corporation; President
                                   First Union National Bank

John R. Georgius                   Vice Chairman, First Union Corporation;
                                   Vice Chairman, First Union National Bank

Marion A. Cowell, Jr.              Executive Vice President, Secretary &
                                   General Counsel, First Union Corporation;
                                   Secretary and Executive Vice President,
                                   First Union National Bank

Robert T. Atwood                   Executive Vice President and Chief Financial
                                   Officer, First Union Corporation; Chief
                                   Financial Officer and Executive Vice
                                   President, First Union National Bank

     All of the above persons are located at the following address: First Union
National Bank, One First Union Center, Charlotte, NC 28288.

     The information required by this item with respect to Evergreen Asset
Management Corp. is incorporated by reference to the Form ADV (File No.
801-46522) of Evergreen Asset Management Corp.

     The information required by this item with respect to Evergreen Investment
Management Company (formerly Keystone Investment Management Company) is
incorporated by reference to the Form ADV (File No. 801-8327) of Evergreen
Investment Management Company.

     The information required by this item with respect to Meridian Investment
Company is incorporated by reference to the Form ADV (File No. 801-8327) of
Meridian Investment Company.

Item 27.       Principal Underwriters.

     Evergreen Distributor, Inc. acts as principal underwriter for each
registered investment company or series thereof that is a part of the Evergreen
"fund complex" as such term is defined in Item 22(a) of Schedule 14A under the
Securities Exchange Act of 1934.

     The Directors and principal executive officers of Evergreen Distributor,
Inc. are:

Lynn C. Mangum                     Director, Chairman and Chief Executive
                                   Officer

Dennis Sheehan                     Director, Chief Financial Officer

J. David Huber                     President

Kevin J. Dell                      Vice President, General Counsel and Secretary

     All of the above persons are located at the following address: Evergreen
Distributor, Inc., 90 Park Avenue, New York, New York 10019.

     The Registrant has not paid, directly or indirectly, any commissions or
other compensation to the Principal Underwriter in the last fiscal year.


Item 28.       Location of Accounts and Records.

     All accounts and records required to be maintained by Section 31(a) of the
     Investment Company Act of 1940 and the Rules 31a-1 through 31a-3
     promulgated thereunder are maintained at one of the following locations:

     Evergreen Investment Services, Inc., Evergreen Service Company and
     Evergreen Investment Management Company (formerly Keystone Investment
     Management Company), all located at 200 Berkeley Street, Boston,
     Massachusetts 02110

     First Union National Bank, One First Union Center, 301 S. College Street,
     Charlotte, North Carolina 28288

     Evergreen Asset Management Corp., 2500 Westchester Avenue, Purchase,
     New York 10577

     Iron Mountain, 3431 Sharp Slot Road, Swansea, Massachusetts 02777

     State Street Bank and Trust Company, 2 Heritage Drive, North Quincy,
     Massachusetts 02171

     Meridian Investment Co., 55 Valley Stream Parkway, Malvern, Pennsylvania
     19355


Item 29.       Management Services.

     Not Applicable


Item 30.       Undertakings.

     The Registrant hereby undertakes to furnish each person to whom a
     prospectus is delivered with a copy of the Registrant's latest annual
     report to shareholders, upon request and without charge.

<PAGE>

                                   SIGNATURES


     Pursuant  to  the  requirements  of the  Securities  Act of  1933  and  the
Investment  Company Act of 1940 the Registrant has duly caused this Registration
Statement  to  be  signed  on  its  behalf  by  the  undersigned,  thereto  duly
authorized,  in the City of  New York, and State of New York, on the 29th day of
July, 1999.

                                         EVERGREEN MUNICIPAL TRUST


                                         By: /s/ Anthony J. Fischer
                                             -----------------------------
                                             Name: Anthony J. Fischer
                                             Title: President


     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has been signed below by the  following  persons in the
capacities indicated on the 29th day of July, 1999.
<TABLE>
<CAPTION>
<S>                                     <C>                                <C>
/s/Anthony J. Fischer                   /s/ Laurence B. Ashkin            /s/ Charles A. Austin, III
- -------------------------               -----------------------------     --------------------------------
Anthony J. Fischer                      Laurence B. Ashkin*               Charles A. Austin III*
President and Treasurer (Principal      Trustee                           Trustee
  Financial and Accounting Officer)

/s/ K. Dun Gifford                      /s/ James S. Howell               /s/ William Walt Pettit
- ----------------------------            ----------------------------      --------------------------------
K. Dun Gifford*                         James S. Howell*                  William Walt Pettit*
Trustee                                 Chairman of the Board             Trustee
                                        and Trustee

/s/Gerald M. McDonnell                  /s/ Thomas L. McVerry              /s/ Michael S. Scofield
- -------------------------------         -----------------------------      --------------------------------
Gerald M. McDonell*                     Thomas L. McVerry*                 Michael S. Scofield*
Trustee                                 Trustee                            Vice Chairman of the Board
                                                                           and Trustee

/s/ David M. Richardson                 /s/ Russell A. Salton, III MD      /s/ Leroy Keith, Jr.
- ------------------------------          -------------------------------    --------------------------------
David M. Richardson*                    Russell A. Salton, III MD*         Leroy Keith, Jr.
Trustee                                 Trustee                            Trustee

/s/ Richard J. Shima
- ------------------------------
Richard J. Shima*
Trustee
</TABLE>

*By: /s/ Catherine Foley
- -------------------------------
Catherine Foley
Attorney-in-Fact


     *Catherine Foley,  by  signing  her name  hereto,  does  hereby  sign this
document on behalf of each of the above-named  individuals pursuant to powers of
attorney duly executed by such persons and incorporated by reference to Exhibit
19 to the Registrant's Post-Effective Amendment No. 2 filed on May 29, 1998.

<PAGE>

                             INDEX TO EXHIBITS


Exhibit Number           Exhibit
- --------------           -------
    (j)                  Consent of KPMG LLP




                        CONSENT OF INDEPENDENT AUDITORS


The Trustees and Shareholders
Evergreen Equity Trust:

     We consent  to the use of our report  dated  April 30,  1999 for  Evergreen
Balanced Fund, Evergreen Foundation Fund and Evergreen Tax Strategic Foundation
Fund portfolios of Evergreen Equity Trust, incorporated herein by reference and
to the references to our firm under the captions "FINANCIAL HIGHLIGHTS" in the
prospectus and "Independent Auditors" in the Statement of Additional
Information.


                                                 /s/ KPMG LLP

                                                 KPMG LLP

Boston, Massachusetts
July 29, 1999





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