EVERGREEN EQUITY TRUST /DE/
485APOS, 1999-11-29
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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. 22                                       [X]

                                     and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940           [ ]
     Amendment No. 23                                                     [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:
[ ]  immediately upon filing pursuant to paragraph (b)
[ ]  on (date) pursuant to paragraph (b)
[X]  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. 22
                                       to
                             REGISTRATION STATEMENT

     This Post-Effective Amendment No. 22 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 Capital Balanced Fund (formerly
                 Mentor Balanced Portfolio) is contained herein.

             Prospectus for Evergreen Capital Growth Fund (formerly
       Mentor Capital Growth Portfolio) and Evergreen Growth Fund (formerly
                  Mentor Growth Portfolio) is contained herein.

                    Prospectus for Evergreen Capital Income
         and Growth Fund (formerly Mentor Income and Growth Portfolio)
                              is contained herein.

          Prospectus for Evergreen Equity Income Fund, Evergreen Growth
     and Income Fund, Evergreen Income and Growth Fund, Evergreen Small Cap
      Value Fund, Evergreen Value Fund, Evergreen Utility Fund and
              Evergreen Blue Chip Fund contained in Post-Effective
       Amendment No. 21 to Registration Statement No. 333-37453/811-08413
        filed on November 29, 1999 are incorporated by reference herein.

      Prospectus for Evergreen Balanced Fund, Evergreen Foundation Fund and
     Evergreen Tax Strategic Foundation Fund is contained in Post-Effective
  Amendment No. 16 to Registration Statement No. 333-37453/811-08413 filed on
             July 29, 1999 and is incorporated by reference herein.

            Prospectus for Evergreen America's Utility Fund (formerly
           America's Utility Fund, Inc.) contained in Post-Effective
             Amendment No. 10 to Registration Statement of America's
        Utility Fund, Inc. Registration Nos. 33-45437/811-6549 filed on
                May 3, 1999 is incorporated by reference herein.

      Prospectus for Evergreen Balanced Fund, Evergreen Foundation Fund and
     Evergreen Tax Strategic Foundation Fund is contained in Post-Effective
  Amendment No. 16 to Registration Statement No. 333-37453/811-08413 filed on
             July 29, 1999 and is incorporated by reference herein.

           Prospectuses for Evergreen 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.



                                     PART B
                                     ------

    Statement of Additional Information for Evergreen Capital Balanced Fund
         (formerly Mentor Balanced Portfolio) is contained herein.

        Statement of Additional Information for Evergreen Capital Growth
    Fund (formerly Mentor Capital Growth Portfolio) and Evergreen Growth Fund
             (formerly Mentor Growth Portfolio) is contained herein.

        Statement of Additional Information for Evergreen Capital Income
          and Growth Fund (formerly Mentor Income and Growth Portfolio)
                              is contained herein.

      Statement of Additional Information for Evergreen Equity Income Fund,
       Evergreen Growth and Income Fund, Evergreen Income and Growth Fund,
              Evergreen Small Cap Value Fund, Evergreen Value Fund,
        Evergreen Utility Fund and Evergreen Blue Chip Fund contained in
            Post-Effective Amendment No. 21 to Registration Statement
               No. 333-37453/811-08413 filed on November 29, 1999
                      is incorporated by reference herein.

   Statement of Additional Information for Evergreen Balanced Fund, Evergreen
   Foundation Fund and Evergreen Tax Strategic Foundation Fund is contained in
         Post-Effective Amendment No. 16 to Registration Statement No.
  333-37453/811-08413 filed on July 29, 1999 and is incorporated by reference
                                     herein.

               Statement of Additional Information for Evergreen
         America's Utility Fund (formerly America's Utility Fund, Inc.)
     contained in Post-Effective Amendment No. 10 to Registration Statement
  of America's Utility Fund, Inc. Registration Nos. 33-45437/811-6549 filed on
                May 3, 1999 is incorporated by reference herein.

             Statement of Additional Information for Evergreen 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.




                                     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 Capital Income and Growth Fund
(formerly Mentor Income and Growth Portfolio)
         A series of Evergreen Equity Trust

Evergreen Municipal Income Fund
(formerly Mentor Municipal Income Portfolio)
         A series of Evergreen Municipal Trust

Evergreen Short-Duration Income Fund
(formerly Mentor Short-Duration Income Portfolio)
         A series of Evergreen Fixed Income Trust






Class A
Class C
Class Y




Prospectus, February 1, 2000

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.









o:\mentor\pros'dying mentorfds.doc

<PAGE>


FUND RISK/RETURN SUMMARIES:

Overview of Fund Risks........................1

Evergreen Capital Income and Growth
Fund.........................2

Evergreen Municipal Income Fund.....4

Evergreen Short -Duration Income Fund.......6


GENERAL INFORMATION:

The  Funds'  Investment  Advisors......8
The  Funds'  Portfolio  Managers.....8
Calculating the Share  Price....8
How to Choose an Evergreen Fund..9
How to
Choose   the  Share   Class
 That  Best   Suits   You.....9
How  to  Buy Shares..........12
How to Redeem  Shares........13
Other  Services..............14
The Tax Consequences of Investing
in the  Funds.................14
Fees and Expenses of
the Funds.....................15
Financial Highlights..........16
Other Fund Practices.........22



In general,  Funds included in this prospectus invest in a diversified portfolio
of equity or fixed-income  securities which the investment advisor believes will
produce both income and growth of capital  consistent  with  capital  protection
(Capital Income and Growth Fund), high current income exempt from federal income
tax  (Municipal  Income Fund),  and current income and  preservation  of capital
(Short-Duration Income Fund).

Fund Summaries Key

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

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.

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?

Risk Factors
What are the specific risks for an investor in the Fund?

Performance
How well has the Fund performed in the past year? The past five years?  The past
ten years?

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 Capital Income and Growth  Fund
Evergreen Municipal Income Fund
Evergreen Short-Duration Income Fund

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

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

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

Following  are some of the most  important  factors that may affect the value of
your investment. Other factors may be described in the discussion following this
overview:

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 certain dividend paying stocks tends to fall. If the Fund invests
a  significant  portion of its  portfolio  in either debt  securities  or stocks
purchased  primarily for dividend income, if interest rates rise, then the value
of your investment may decline.  When interest rates go down, interest earned by
the Fund on its debt securities 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,  the value of your investment
may decline if an issuer fails to pay an  obligation  on a timely  basis.  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.

Foreign  Investment Risk

If your Fund invests in non-U.S.  securities it
could be exposed 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 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.


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.

Market  Capitalization  Risk

Stocks fall into three
broad  market  capitalization  categories - large,  medium and small.  Investing
primarily in one category carries the risk that due to current market conditions
that  category  may be out of  favor  with  investors.  If  valuations  of large
capitalization  companies  appear  to  be  greatly  out  of  proportion  to  the
valuations of small or medium capitalization companies, investors may migrate to
the stocks of small and mid-sized companies causing a Fund that invests in these
companies  to increase in value more rapidly than a Fund that invests in larger,
fully-valued companies.  Investing in medium and small capitalization  companies
may be subject to special risks  associated  with narrower  product lines,  more
limited  financial  resources,  smaller  management  groups,  and a more limited
trading market for their stocks as compared with larger companies.  As a result,
stocks of small and medium capitalization companies may decline significantly in
market   downturns.

Investment   Style   Risk

Securities   with   different
characteristics  tend to shift in and out of favor  depending  upon  market  and
economic conditions as well as investor  sentiment.  A fund may outperform other
funds that employ a different  style.  A fund may also employ a  combination  of
styles  that  impact its risk  characteristics.  Examples  of  different  styles
include  growth and value  investing.  Growth  stocks may be more  volatile than
other stocks  because they are more  sensitive  to investor  perceptions  of the
issuing  company's  growth  potential.  Growth  oriented  funds  will  typically
underperform when value investing is in favor.  Value stocks are those which are
out of favor or undervalued in comparison to their peers due to adverse business
developments or other factors.  Value oriented funds will typically underperform
when growth investing is in favor.



<PAGE>

CAPITAL INCOME AND GROWTH FUND


FUND  FACTS:

Goals:
o        Income
o        Capital Growth

Principal Investments:
o        Large-Cap Common Stocks
o        Bonds

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

Investment Advisor:
o        Mentor Investment
   Advisors, LLC

Portfolio Managers:
o        John G. Davenport
o        P. Michael Jones

NASDAQ Symbols:
o        EIGRX (Class A)
o        EIGTX (Class C)

Dividend Payment Schedule:
o        Monthly


Investment Goal

The Fund seeks to  provide a  conservative  combination  of income and growth of
capital consistent with capital protection.

Investment Strategy


The Fund invests in a  diversified  portfolio of equity  securities of companies
the investment advisor believes exhibit sound fundamental characteristics and in
investment grade fixed-income  securities and U.S.  government  securities.  The
investment  advisor will manage the  allocation  of assets  among asset  classes
based upon its analysis of economic conditions,  relative fundamental values and
the  attractiveness  of each asset class,  and expected  future  returns of each
asset class. The Fund will normally have some portions of its assets invested in
each asset class at all times but may invest without limit in any asset class.

The Fund may  invest  in a wide  variety  of equity  securities,  such as common
stocks and preferred stocks, as well as debt securities  convertible into equity
securities or that are  accompanied by warrants or other equity  securities.  In
selecting equity  investments,  the investment  advisor will attempt to identify
securities it believes are conservatively valued. Within the equity asset class,
the Fund  seeks to achieve  long-term  appreciation  of  capital  and a moderate
income level by  selecting  investments  in  out-of-favor  companies  with sound
fundamentals.  These decisions are based  primarily on the investment  advisor's
fundamental research and security valuations.

Within the fixed-income asset class, the investment advisor seeks to invest in a
portfolio that provides as high a level of current income as is consistent  with
prudent investment risk. The Fund may invest in debt securities of any maturity,
preferred stocks, and other fixed-income  instruments,  including,  for example,
U.S. government  securities,  corporate debt securities  (including  zero-coupon
securities) and, with respect to up to 15% of its total assets,  debt securities
issued by  foreign  governments  and by  companies  located  outside  the United
States. The Fund will only invest in debt securities which are rated at the time
of purchase Baa or better by Moody's Investors Service,  Inc. ("Moody's") or BBB
or better by Standard & Poor's Ratings  Services  ("S&P") or which,  if unrated,
are  deemed  by  the  investment  advisor  to be of  comparable  quality.  While
fixed-income  securities  rated Baa or BBB are  considered  to be of  investment
grade, they have speculative characteristics as well.

The Fund may  temporarily  invest up to 100% of its assets 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 goal, and if employed could result in a lower return and
loss of market opportunity.

Risk Factors

Your  investment in the Fund is subject to the risks  discussed in the "Overview
of Fund Risks" on page 1 under the headings:
o Stock Market Risk
o Interest Rate Risk
o Credit  Risk
o Foreign  Investment  Risk
o Market  Capitalization  Risk
o Investment Style Risk

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


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 A shares of the Fund
in each calendar  year since its  inception on  5/24/1993.  It should give you a
general idea of how the Fund's return has varied from  year-to-year.  This graph
includes the effects of Fund  expenses but not sales  charges.  Returns would be
lower if sales charges were included.

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

1994     1995     1996     1997     1998    1999
- -6.42    23.71%   12.62%   25.27%   -1.09%  ____%

Best Quarter:       2nd Quarter 1997           +9.87%
Worst Quarter:      3rd Quarter 1999           -4.35%

This next table lists the Fund's  average  annual total return by class over the
past one and five  years and since  inception  (through  12/31/1999),  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 Lehman  Brothers  Aggregate  Bond Index
(LBABI) and the S&P 500 Index. The LBABI is an unmanaged  fixed-income  index of
U.S.  government,  corporate and mortgage-backed  securities.  The S&P 500 is an
unmanaged index of 500 publicly traded U.S. stocks and is often used to indicate
the  performance  of the  overall  stock  market.  An  index  does  not  include
transaction  costs  associated  with  buying  and  selling  securities  nor  any
management fees. It is not possible to invest directly in an index.


Average Annual Total Return
(for the period ended 12/31/1999)*

        Inception                          Performance Since
       Date of Class 1 year   5 year   10 year   5/24/1993

Class A  5/24/1993   ____%    ____%     N/A       ____%
Class C  5/24/1993   ____%    ____%     N/A       ____%
Class Y 11/19/1997   ____%    ____%     N/A       ____%
LBABI                ____%    ____%    N/A        ____%
S&P 500              ____%    ____%     N/A       ____%

*Historical performance shown for Class Y prior to its inception is based on the
performance of Class A, one of the original  classes offered along with Class C.
This  historical  return for Class Y has not been adjusted to reflect the effect
of each Class' 12b-1 fees.  These fees for Class A are 0.25% and for Class C are
1.00%.  Class Y does  not pay a 12b-1  fee.  If these  fees had been  reflected,
returns for Class Y would have been higher.


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)
Shareholder Transaction Expenses             Class A      Class C   Class Y

Maximum sales charge imposed on               4.75%        None       None
purchases (as a % of offering price)

Maximum deferred sales charge                 None(1)      1.00%      None
(as a % of either  the redemption
amount or initial investment whichever
is lower)

(1)  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)+


          Management   12b-1     Other      Total Fund
             Fees      Fees    Expenses Operating Expenses
Class A      0.75%     0.25%     0.36%         1.36%
Class C      0.75%     1.00%     0.36%         2.11%
Class Y      0.75%     0.00%     0.36%         1.11%

+Restated to reflect current fees for the fiscal year ended 9/30/1999.

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

                Assuming Redemption at                  Assuming
                   End of Period                        No Redemption
                    Class A   Class C     Class Y           Class C
  After 1 year      $607      $314        $113              $214
  After 3 years     $885      $661        $353              $661
  After 5 years     $1,184    $1,134      $612              $1,134
  After 10 years    $2,032    $2,441      $1,352            $2,441


<PAGE>

MUNICIPAL INCOME fund


FUND  FACTS:

Goals:
o        High Current Income
o        Preservation of Capital

Principal Investment:
o        Tax-Exempt Municipal Securities

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

Investment Advisor:
o        Mentor Investment
   Advisors, LLC

Portfolio Managers:
o        George J. Kimball
o        James T. Colby III

NASDAQ Symbols:
o        EMIXS (Class A)
o        EMITX (Class C)

Dividend Payment Schedule:
o        Monthly


Investment Goal

The Fund seeks to provide  investors  with a high level of current income exempt
from federal regular income tax, consistent with the preservation of capital.

Investment Strategy


The Fund  normally  invests  at least  80% of its  total  assets  in  tax-exempt
municipal securities, rated investment grade (Baa or better by Moody's or BBB or
better by S&P), or deemed by the investment advisor to be of comparable quality.
These municipal  securities include general obligation bonds and special revenue
bonds, variable rate securities and municipal notes.

The Fund may invest a substantial portion of its assets in municipal  securities
that pay interest that is a tax preference  item under the  alternative  minimum
tax ("AMT").  The Fund may not be a suitable  investment  for  investors who are
already subject to the AMT or who would become subject to the AMT as a result of
an investment in the Fund.

The Fund may invest up to 20% of its assets in tax-exempt  municipal  securities
rated between BB and B- by S&P or between Ba and B3 by Moody's (or  equivalently
rated  short-term  obligations)  and  unrated  tax-exempt  securities  that  the
investment  advisor  considers to be of  comparable  quality.  The Fund will not
invest in securities rated below B- by S&P or below B3 by Moody's at the time of
purchase.

The investment advisor attempts to maintain an average duration of 5 to 10 years
and an average  maturity of 15 to 25 years  regarding  the Fund's  investment in
municipal securities.

The Fund  generally will not invest more than 25% of its total assets in any one
industry.  The Fund may invest more than 25% of its assets in a broader  segment
of the municipal securities market, such as revenue obligations of hospitals and
other health care  facilities,  housing agency revenue  obligations,  or airport
revenue obligations,  if the investment advisor believes it to be advisable. The
Fund  reserves  the right to invest  more than 25% of its  assets in  industrial
development or private  activity  bonds or in issuers  located in any individual
state,  although the investment  advisor has no present intention to invest more
than 25% of the Fund's assets in issuers located in the same state.

The Fund may  temporarily  invest up to 100% of its assets 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 goal, and if employed could result in a lower return and
loss of market opportunity.

Risk Factors

Your  investment in the Fund is subject to the risks  discussed in the "Overview
of Fund Risks" on page 1 under the headings:
o Interest Rate Risk
o Credit Risk
o Below Investment Grade Bond Risk

In  addition,  the Fund is  subject to the risks of  concentration.  A fund that
concentrates its investments in a single industry or state is more vulnerable to
any  development  in that  industry or state that may weaken or  jeopardize  the
ability of the issuers to pay  interest  and  prinicipal  on their  bonds.  As a
result,  the Fund's  shares may  fluctuate  more widely in value than those of a
Fund  investing in  municipal  bonds from a number of  different  industries  or
states.

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



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 A shares of the Fund
in each calendar  year since its  inception on  4/29/1992.  It should give you a
general idea of how the Fund's return has varied from  year-to-year.  This graph
includes the effects of Fund  expenses but not sales  charges.  Returns would be
lower if sales charges were included.

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

1993     1994     1995     1996     1997    1998     1999
15.62%   -7.55%   16.84%   3.71%    9.55%   5.40%    ____%

Best Quarter:       1st Quarter 1995           +6.26%
Worst Quarter:      1st Quarter 1994           -7.53%

This next table lists the Fund's  average  annual total return by class over the
past one and five  years and since  inception  (through  12/31/1999),  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 Lehman  Brothers  Municipal  Bond Index
(LBMBI),  which is an unmanaged index which tracks the municipal bond market. An
index does not  include  transaction  costs  associated  with buying and selling
securities nor any management  fees. It is not possible to invest directly in an
index.

Average Annual Total Return
(for the period ended 12/31/1999)*

        Inception                                Performance Since
       Date of Class 1 year   5 year   10 year   4/29/1992

Class A  4/29/1992   ____%    ____%     N/A       ____%
Class C  4/29/1992   ____%    ____%     N/A       ____%
Class Y 11/19/1997   ____%    ____%     N/A       ____%
LBMBI                ____%    ____%     N/A       ____%

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



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)
Shareholder Transaction Expenses             Class A      Class C      Class Y

Maximum sales charge imposed on               4.75%        None       None
purchases (as a % of offering price)

Maximum deferred sales charge                 None(1)     1.00%       None
(as a % of either  the redemption
amount or initial investment whichever
is lower)

(1)  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)+


          Management   12b-1     Other      Total Fund
             Fees      Fees    Expenses  Operating Expenses
Class A      0.60%     0.25%     0.31%         1.16%
Class C      0.60%     1.00%     0.31%         1.91%
Class Y      0.60%     0.00%     0.31%         0.91%
+Restated to reflect current fees for the fiscal year ended 9/30/1999.


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

                   Assuming Redemption at                  Assuming
                      End of Period                       No Redemption
                    Class A Class C     Class Y             Class C
  After 1 year      $588    $294        $93                 $194
  After 3 years     $826    $600        $290                $600
  After 5 years     $1,083  $1,032      $504                $1,032
  After 10 years    $1,817  $2,233      $1,120              $2,233


<PAGE>



SHORT-DURATION INCOME FUND


FUND  FACTS:

Goals:
o        Current Income
o        Preservation of Capital

Principal Investment:
o        Investment Grade Debt Securities

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

Investment Advisor:
o        Mentor Investment Advisors, LLC

Portfolio Managers:
o        P. Michael Jones
o        Timothy E. Anderson
o        Jan J. Buskop
o        Dennis L. Clary
o        Todd C. Kuimjian

NASDAQ Symbols:
o        ESDAX (Class A)
o        ESDRX (Class C)

Dividend Payment Schedule:
o        Monthly

Investment Goal


The Fund  seeks  current  income.  As a  secondary  objective,  the  Fund  seeks
preservation of capital,  to the extent consistent with its objective of current
income.


Investment Strategy

The Fund  will  invest  at least 65% of its  assets  in debt  securities  with a
duration  of three  years  or less.  The  Fund  may  invest  in U.S.  government
securities and debt  obligations of private issuers and in preferred  stocks and
dividend-paying  common stocks,  and may hold a portion of its assets in cash or
money market instruments.

The Fund may invest any  portion of its assets in  mortgage-backed  certificates
and  other  securities  representing  ownership  interests  in  mortgage  pools,
including   collateralized  mortgage  obligations  and  certain  other  stripped
mortgage-backed  securities (including certain "residual"  interests).  The Fund
may also invest any portion of its assets in securities  representing secured or
unsecured  interests  in other types of assets,  such as  automobile  finance or
credit card receivables.

The investment advisor will estimate a security's  duration using  sophisticated
analytical  techniques  that take into  account  such  factors  as the  expected
prepayment  rate on the security and how the prepayment  rate might change under
various  market  conditions,  although  there can be no assurance  that any such
estimation will accurately  predict actual  prepayment  rates or their effect on
the volatility or value of a security.

The Fund will  invest  primarily  in debt  securities  and  preferred  stocks of
investment  grade and,  under normal  market  conditions,  the Fund will seek to
maintain a portfolio of securities with a dollar-weighted  average rating of Baa
or better by Moody's or BBB or better by S&P. A security  will be  considered to
be of  "investment  grade" if, at the time of  investment,  it is rated at least
Baa3  by  Moody's  or  BBB-  by S&P  or the  equivalent  by  another  nationally
recognized  rating  organization  or, if unrated,  determined by the  investment
advisor  to  be  of  comparable  quality.  Securities  rated  Baa  or  BBB  lack
outstanding investment characteristics and have speculative  characteristics and
are subject to greater credit and market risks than higher-rated securities.

The Fund may invest up to 20% of its assets in securities rated below investment
grade or, if  unrated  or rated  under a  different  system,  determined  by the
investment  advisor to be of comparable  quality.  The Fund will not invest more
than 10% of its assets in securities rated below Ca by Moody's or CC by S&P.

The Fund may  temporarily  invest up to 100% of its assets 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 goal, and if employed could result in a lower return and
loss of market opportunity.

Risk Factors

Your  investment in the Fund is subject to the risks  discussed in the "Overview
of Fund Risks" on page 1 under the headings:
o Interest Rate Risk
o Credit Risk
o Below Investment Grade Bond Risk
o Mortgage-Backed Securities Risk For further
information regarding the Fund's investment strategy and risk factors see "Other
Fund Practices."




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 C  shares  of the  Fund in each  calendar  year  since  its  inception  on
4/29/1994. It should give you a general idea of how the Fund's return has varied
from  year-to-year.  This graph  includes  the effects of Fund  expenses but not
sales charges. Returns would be lower if sales charges were included.

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

1995     1996     1997     1998     1999
12.54%   3.62%    5.65%    5.79%    ____%

Best Quarter:       2nd Quarter 1995           +3.68%
Worst Quarter:      1st Quarter 1996           -0.73%

This next table lists the Fund's  average  annual total return by class over the
past one and five  years and since  inception  (through  12/31/1999),  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 Merrill  Lynch 1-3 year  Treasury  Index
(ML1-3YTI),  which is a market  capitalization  weighted  index  including  U.S.
Treasury notes and bonds with  maturities  greater than or equal to one year and
less than three years. An index does not include  transaction  costs  associated
with buying and selling  securities nor any management  fees. It is not possible
to invest directly in an index.

Average Annual Total Return
(for the period ended 12/31/1999)*

        Inception                          Performance Since
       Date of Class 1 year   5 year   10 year   4/29/1994

Class A  6/16/1995   ____%    ____%     N/A       ____%
Class C  4/29/1994   ____%    ____%     N/A       ____%
Class Y 11/19/1997   ____%    ____%     N/A       ____%
ML1-3YTI             ____%    ____%     N/A       ____%

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




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)
Shareholder Transaction Expenses             Class A      Class C   Class Y

Maximum sales charge imposed on              3.25%        None       None
purchases (as a % of offering price)

Maximum deferred sales charge               None(1)       1.00%     None
(as a % of either  the redemption
amount or initial investment whichever
is lower)

(1)  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)+


          Management   12b-1     Other      Total Fund
             Fees      Fees    Expenses Operating Expenses++
Class A      0.50%     0.25%     0.26%         1.01%
Class C      0.50%     1.00%     0.26%         1.76%
Class Y      0.50%     0.00%     0.26%         0.76%

+Restated to reflect current fees for the fiscal year ended 9/30/1999
 .
++From time to time,  the Fund's  investment  advisor  may,  at its  discretion,
reduce or waive its fees or  reimburse  a Fund for  certain of its  expenses  in
order to reduce expense ratios.  The Fund's  investment  advisor may cease these
waivers or reimbursements at any time. The Total Fund Operating  Expenses do not
reflect fee waivers and expense  reimbursements.  Including  current fee waivers
and expense  reimbursements,  and restating to reflect current fees,  Total Fund
Operating  Expenses  would  have been  0.93% for Class A, 1.68% for Class C, and
0.68% for Class Y.

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

              Assuming Redemption at            Assuming
                   End of Period              No Redemption
              Class A  Class C    Class Y       Class C
After 1 year   $425    $279       $78           $179
After 3 year   s$636   $554       $243          $554
After 5 years  $865    $954       $422          $954
After 10 years $1,521  $2,073     $942          $2,073



<PAGE>


THE FUNDS' INVESTMENT ADVISORS
The investment  advisor  manages a Fund's  investments  and supervises its daily
business  affairs.   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 $____  billion  in  consolidated  assets as of
_/__/1999.  First  Union  Corporation  is located at 301 South  College  Street,
Charlotte, North Carolina 28288-0013.

Mentor Investment  Advisors,  LLC (Mentor Advisors) is the investment advisor to
the  Funds.  Mentor  Advisors  serves  as  investment  advisor  to ___ funds and
currently has over $15 billion in assets under  management.  Mentor  Advisors is
located at 901 East Byrd Street, Richmond, Virginia 23219.

For the fiscal year ended 9/30/1999,  the aggregate  advisory fee paid to Mentor
Advisors by each Fund was as follows:

                           % of the Fund's average
Fund                                daily net assets
Capital Income and
    Growth Fund                     0.75%
Municipal Income Fund               0.60%
Short-Duration Income Fund          0.47%

Year 2000 Compliance
The investment advisors and other service providers for the Evergreen Funds have
given  representations  of readiness and are continuing to take 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 invest may be  adversely  affected by Year 2000  problems.  Such
problems could negatively impact the value of the Funds' securities.

THE FUNDS' PORTFOLIO MANAGERS

Capital Income and Growth Fund

John G. Davenport,  CFA, and P. Michael Jones, CFA, have been the co-managers of
the Fund since July 1999. Mr. Davenport is Managing Director,  portfolio manager
and Team Leader for the Large Cap Growth Team joining  Mentor  Advisors in 1992.
Mr. Jones joined Mentor Advisors in 1993 and is Managing Director,  fixed-income
portfolio manager and Team Leader for the Fixed Income team.

Municipal Income Fund

George J. Kimball,  CFA, and James T. Colby III have been the co-managers of the
Fund since June  1999.  Mr.  Kimball  was an  analyst  at  Evergreen  Investment
Management  Company (EIMC), a subsidiary of First Union  Corporation,  from July
1991 until December 1996,  when he became a portfolio  manager with EIMC. He has
been a Vice President at EIMC since December 1995. Mr. Colby is a Vice President
and portfolio  manager at First Union National Bank and has been associated with
EIMC since 19___.  Mr.  Kimball and Mr. Colby have been  affiliated  with Mentor
Advisors as portfolio managers since June 1999.

Short-Duration Income Fund

P. Michael Jones, CFA, Timothy E. Anderson,  CFA, Jan J. Buskop,  CFA, Dennis L.
Clary,  CFA, and Todd C.  Kuimjian are the  co-managers  of the Fund.  Mr. Jones
joined  Mentor  Advisors in 1993 and has been  Managing  Director,  fixed-income
portfolio manager and Team Leader for the Fixed Income team since _____ 19__. He
has been a  co-manager  of the Fund  since  its  inception  in April  1994.  Mr.
Anderson is Senior Vice President and portfolio manager on the Fixed Income Team
at Mentor  Advisors  since _______  19___.  He has been a co-manager of the Fund
since June 1998.  Mr.  Buskop has been a Senior  Vice  President  and  portfolio
manager at Mentor Advisors since ____ 19___,  and a co-manager of the Fund since
March 1999. Mr. Clary is a Senior Vice President and portfolio manager at Mentor
Advisors  since  ________ 19__, and a co-manager of the Fund since May 1998. Mr.
Kuimjian  is a  portfolio  manager at Mentor  Advisors  since  _____ 19___ and a
co-manager of the Fund since January 1997.


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 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 Fund's 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.

Certain  Funds may invest in foreign  securities  that are  primarily  listed on
foreign  exchanges  that trade on  weekends or other days when the Fund does not
price  its  shares.  As a  result,  the NAV of the Fund may  change on days when
investors will not be able to purchase or redeem the Fund's shares.

How To Choose AN EVERGREEN Fund

When choosing an Evergreen Fund, you should:
o    Most importantly, read the prospectus to see if the Fund is suitable for
     you.
o    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.
o    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.  In  addition,  any of these  documents,  with the
     exception of the  Statement of  Additional  Information,  may be downloaded
     from our website at www.evergreen-funds.com.


How To Choose The Share
Class That Best Suits You

After  choosing a Fund, you select a share class.  Each Fund in this  prospectus
offers three different  share classes:  Class A, 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%  (except for  Evergreen  Short-Duration  Income  Fund which  charges up to
3.25%) but you do not pay a deferred sales charge.  In addition,  Class A shares
are subject to a 12b-1 fee. The  front-end  sales  charge is deducted  from your
investment  before it is  invested.  The  actual  charge  depends  on the amount
invested, as shown below:

                  As a % of      As a %         Dealer
  Your           NAV excluding   of your       commission
Investment       sales charge    investment    as a % of NAV
  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%

Evergreen Short-Duration Income Fund only:

                  As a % of      As a %         Dealer
  Your           NAV excluding   of your       commission
Investment       sales charge    investment    as a % of NAV
  Up to $49,999      3.25%       3.36%          2.75%
  $50,000-$99,999    3.00%       3.09%          2.75%
  $100,000-$249,999  2.50%       2.56%          2.25%
  $250,000-$499,999  2.00%       2.04%          1.75%
  $500,000-$999,999  1.50%       1.52%          1.25%
  $1,000,000 and over 0%          0%        1.00 to .25%

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.

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 the 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 the 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.  (EDI),  and to a bank or  trust
company acting as trustee for a single account.

Class C
If you select Class C 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  expense  known as the  12b-1  fee.  In  addition,  you may pay a
deferred  sales charge if you redeem your shares within the first year after the
month of purchase.

   Time Held                                 Deferred  Sales  Charge
   Month of Purchase + Less than 1 year           1.00%
   Month of Purchase + 1 year or more                0%

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 any gain in the value of your shares.

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

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.  The CDSC on any  redemption  is, to the extent
permitted by the National  Association of Securities Dealers,  Inc., paid to EDI
or its predecessor.

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 Evergreen Asset  Management  Corp.
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).




<PAGE>

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

                                   Initial     Additional
  Regular Accounts                 $1,000         None
  IRAs                              $250          None
  Systematic Investment Plan         $50           $25

<TABLE>
<CAPTION>
Method               Opening an Account                                            Adding to an Account
<S>                 <C>                                                              <C>
By Mail or through   o        Complete and sign the account application.           o        Make your check payable to
an Investment        o        Make the check payable to Evergreen Funds.                    Evergreen Funds
Professional         o        Mail the application and your check to the address   o        Write a note specifying:
                              below:                                                         - The Fund name
                              Evergreen Service Company      Overnight Address:              - Share class
                              200 Berkeley St.                 Evergreen Service Company     - Your account number
                              Boston, MA  02116-5039           P.O. Box 2121                 - The name(s) in which the account is
                                                               Boston, MA  02106-2121          registered.
                                                                                   o        Mail to the address to the left or
                                                                                            deliver to your investment
                     o        Or deliver them to your investment representative             representative
                              (provided he or she has a broker/dealer arrangement
                              with EDI.)

By Phone             o        Call 1-800-343-2898 to set up an account number      o        Call the Evergreen Express Line at
                              and get wiring instructions (call before 12 noon if           1-800-346-3858 24 hours a day or
                              you want wired funds to be credited that day).                1-800-343-2898 between 8 a.m. and 6
                     o        Instruct your bank to wire or transfer your                   p.m. Eastern time, on any business
                              purchase (they may charge a wiring fee).                      day.
                     o        Complete the account application and mail to:        o        If your bank account is set up on
                              Evergreen Service Company    Overnight Address:               file, you can request either:
                              200 Berkeley St.              Evergreen Service Company       -  Federal Funds Wire (offers
                              Boston, MA  02116-5039        P.O. Box 2121                      immediate access to funds) or
                                                            Boston, MA  02106-2121          -  Electronic transfer through the
                                                                                               Automated Clearing House which avoids
                                                                                               wiring fees.
                     o        Wires received after 4 p.m. Eastern time on market
                              trading days will receive the next market day's
                              closing price.*

By Exchange          o        You can make an additional  investment by
                              exchange from an existing Evergreen Funds account by
                              contacting your investment representative or calling
                              the Evergreen Express Line at 1-800-346-3858.**
                     o        You can only exchange shares within the same class.
                     o        There is no sales charge or redemption fee when exchanging Funds within the Evergreen Funds
                              family.***
                     o        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).*
                     o        Exchanges are limited to three per calendar quarter,
                              but in no event more than five per calendar year.
                     o        Exchanges   between   accounts  which  do  not  have
                              identical  ownership  must be made in writing with a
                              signature guarantee (see below).

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


<PAGE>



How To Redeem Shares

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

<TABLE>
<CAPTION>
Methods           Requirements
<S>               <C>
Call Us           o    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.
                  o    This service must be authorized  ahead of time,  and is only
                       available for regular  accounts.** o 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.*
                  o    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.
                  o    All telephone calls are recorded for your protection.  We
                       are not  responsible  for acting on  telephone  orders we
                       believe are genuine.
                  o    See exceptions  list below for requests that must be made in writing.

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

                  o    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)
                  o    See  exceptions  list  below  for  requests  that  must  be signature guaranteed.
                  o    To  redeem  from an IRA or other  retirement  account,  call 1-800-343-2898 for a special application.


Redeem  Your      o    You  may  also  redeem   your  shares   through   participating broker-dealers  by  delivering a letter as
Shares in Person       described  above to your broker-dealer.

                  o    A fee may be charged for this service.

Systematic        o    You can transfer  money  automatically  from your Fund account on a monthly or quarterly basis
Withdrawal             without redemption fees.
Plan (SWP)        o    The withdrawal can be mailed to you, or deposited directly to your bank account.
                  o    The minimum is $75 per month.
                  o    The maximum is 1% of your account per month or 3% per quarter.
                  o    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 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:
<TABLE>
<CAPTION>
<S>     <C>
o        You are redeeming more than $50,000.
o        You want the proceeds transmitted to a bank account not listed on the account.
                                                                                          Who Can Provide A Signature
o        You want the proceeds payable to anyone other than the registered                Guarantee:
         owner(s) of the account.
                                                                                            o        Commercial Bank
o        Either your address or the address of your bank account has been changed within    o        Trust Company
         30 days.                                                                           o        Savings Association
o        The account is registered in the name of a fiduciary corporation or any other      o        Credit Union
         organization.                                                                      o        Member of a U.S. stock
In these cases, additional documentation is required:                                                exchange
          corporate accounts: certified copy of corporate resolution
          fiduciary accounts: copy of the power of attorney or other governing document
</TABLE>


<PAGE>

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 (Class A and Class C only)
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 account 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 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.  This is the Fund's net asset
value, also sometimes referred to as the Fund's "NAV."


THE TAX CONSEQUENCES OF INVESTING IN THE FUNDS

You may be taxed in two ways:
o On Fund  distributions  (dividends and capital gains) o 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.  Evergreen Municipal Income Fund expects that substantially all
of its regular  dividends will be exempt from federal income tax, other than the
AMT. The Funds will distribute two types of taxable income to you:

oDividends.  To the extent that the regular  dividends are derived from interest
   that is not tax exempt,  or from short-term  capital gains,  you will have to
   include  them in your  federal  taxable  income.  Each  Fund  pays  either  a
   quarterly or monthly  dividend from the dividends,  interest and other income
   on the  securities  in which it  invests.  See the "Fund  Facts"  next to the
   Fund's  Risk/Return  Summary to find out the payment schedule of a particular
   Fund.

o  Capital Gains. When a mutual fund sells a security it owns for a profit,  the
   result is a capital gain. The Funds  generally  distribute  capital gains, if
   any,  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).

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.

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. 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 Plans,  (SEPs), 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.


FEES AND EXPENSES OF THE FUNDS

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 and Class C shares.  Up to 0.75% of the average  daily net assets of
Class A shares and up to 1.00% of the average daily net assets of Class C shares
are payable as a 12b-1 fee. However,  currently the 12b-1 fee for Class A shares
is limited  to 0.25% of the  average  daily net assets of the class.  These fees
increase the cost of your  investment.  The higher 12b-1 fees imposed on Class C
shares  may,  over  time,  cost more than the  initial  sales  charge of Class A
shares.  The  purpose of the 12b-1 fee is to promote  the sale of more shares of
the Funds to the  public.  The  Funds  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  net  asset  value 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;  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.



<PAGE>



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 tables
have been derived  from  financial  information  audited by KPMG LLP, the Funds'
independent  auditors.  For a more  complete  picture  of the  Funds'  financial
statements,  please see the Funds'  Annual  Report as well as the  Statement  of
Additional Information.




<PAGE>


OTHER FUND PRACTICES

The Funds may invest in futures and options.  Such practices are used to hedge a
Fund's  portfolio to protect against changes in 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  currency
transactions,  the value of the Fund's  shares  will be  affected  by changes in
exchange  rates.  To manage this risk, the Fund may enter into currency  futures
contracts and forward currency exchange contracts.  Although the Fund uses these
contracts to hedge the U.S. dollar value of a security it already owns, the Fund
could lose money if it fails to predict  accurately the future  exchange  rates.
The Fund may  engage in  hedging  and cross  hedging  with  respect  to  foreign
currencies to protect itself against a possible  decline in the value of another
foreign currency in which certain of the Fund's  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.

Capital  Income and Growth Fund may invest up to 10% of its assets in securities
secured by real estate or interests  therein or issued by companies which invest
in real estate or interests in real estate. Such investments may involve many of
the risks of direct investment in real estate,  such as declines in the value of
real estate, risks related to general and local economic conditions, and adverse
changes in interest rates.

Capital  Income and Growth Fund may also invest in  mortgage-backed  securities.
See "Overview of Fund Risks" for an  explanation  of the risks  associated  with
this investment practice.

Municipal  Income  Fund may invest up to 5% of the its net  assets in  municipal
leases, and up to 10% of its assets in tax-exempt money market funds, which will
be considered tax-exempt municipal securities.


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

<PAGE>


                                 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 Municipal Money Market Fund
U.S. Government Money Market Fund

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

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

Balanced
Balanced Fund
Capital Balanced Fund
Capital Income and Growth Fund
Foundation Fund
Tax Strategic Foundation Fund


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

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

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



Express Line
800.346.3858

Investor Services
800.343.2898


www.evergreen-funds.com

<PAGE>



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

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

3.   Information   Line  for  Hearing  and  Speech   Impaired   (TTY/TDD)   Call
     1-800-343-2888 Monday through Friday, 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
     o to buy, redeem or exchange shares
     o to change the registration on your account
     o 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 will 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 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 the
     Fund's  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.  In
     addition,  any of these  documents,  with the  exception of the SAI, may be
     downloaded from our website at www.evergreen-funds.com.




     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.



                     [LOGO OF EVERGREEN FUNDS APPEARS HERE]



                           Evergreen Distributor, Inc.

                                 90 Park Avenue

                            New York, New York 10016





                   SEC File Nos.: 811-07246 (Evergreen Fixed Income Trust),

                                      811-08367 (Evergreen Municipal Trust)

                                         811-08413 (Evergreen Equity Trust)
<PAGE>

                             EVERGREEN EQUITY TRUST

                                    PART A

                                   PROSPECTUS
<PAGE>
                                    Evergreen

                              Domestic Growth Funds

Evergreen 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

Evergreen Masters Fund

Evergreen Growth Fund

Evergreen Capital Growth Fund

Class A
Class B
Class C

Class Y


Prospectus, February 1, 2000       [LOGO OF EVERGREEN FUNDS(SM) 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>



- --------------------------------------------------------------------------------
                          T A B L E   O F   C O N T E N T S
- --------------------------------------------------------------------------------


<PAGE>





FUND SUMMARIES:

Evergreen 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 ......

Evergreen Masters Fund....................

Evergreen Growth Fund.....................

Evergreen Capital Growth Fund.............


GENERAL INFORMATION:

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

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

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

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

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

How to Buy Shares ........................

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

Other Services ...........................

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

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

Financial Highlights .....................

Other Fund Practices .....................


In general,  Funds included in this  prospectus  seek to provide  investors with
capital  growth.  These  Funds  tend to have  more  growth  potential,  risk and
volatility than less aggressive funds.

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

 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.

 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?

 RISK FACTORS
What are the specific risks for an investor in the Fund?

 PERFORMANCE
How well has the Fund performed in the past year? The past five years?  The past
ten years?

 EXPENSES
How much  does it cost to invest in the  Fund?  What is the  difference  between
sales charges and expenses?



<PAGE>



- --------------------------------------------------------------------------------
                      O V E R V I E W   O F   F U N D   R I S K S
- --------------------------------------------------------------------------------


<PAGE>





         Domestic
          Growth
         Funds


typically rely on a combination of the following strategies:

o        investing primarily in common stocks;

o        investing in companies expected to provide capital appreciation; and

o    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 reasons which the portfolio manager deems necessary.

may be appropriate for investors who:

o        seek an investment expected to grow over time;

o        can tolerate substantial volatility in the value of their investment.

Following  this  overview,  you will find  information  on each Domestic  Growth
Fund's specific investment strategies and risks.

Risk Factors For All Mutual Funds

Please remember that mutual fund shares are:


o        not guaranteed to achieve their investment goal
o        not a deposit with a bank

o        not insured, endorsed or guaranteed by the FDIC or any government
         agency
o        subject to investment risks, including possible loss of your original
         investment

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


Following  are some of the most  important  factors that may affect the value of
your investment. Other factors may be described in the discussion following this
overview:


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.


Market Capitalization Risk
Stocks fall into three broad market  capitalization  categories - large,  medium
and small.  Investing  primarily  in one  category  carries the risk that due to
current market  conditions that category may be out of favor with investors.  If
valuations  of  large  capitalization  companies  appear  to be  greatly  out of
proportion  to the  valuations  of small  or  medium  capitalization  companies,
investors may migrate to the stocks of small and mid-sized  companies  causing a
Fund that  invests in these  companies  to increase in value more rapidly than a
Fund that  invests in larger,  fully-valued  companies.  Investing in medium and
small  capitalization  companies may be subject to special risks associated with
narrower product lines, more limited  financial  resources,  smaller  management
groups,  and a more limited  trading  market for their  stocks as compared  with
larger  companies.  As a  result,  stocks  of small  and  medium  capitalization
companies may decline significantly in market downturns.


                                                       DOMESTIC GROWTH FUNDS __

<PAGE>


- --------------------------------------------------------------------------------
                      O V E R V I E W   O F   F U N D   R I S K S
- --------------------------------------------------------------------------------


<PAGE>




Investment Style Risk
Securities  with  different  characteristics  tend to  shift in and out of favor
depending upon market and economic conditions as well as investor  sentiment.  A
fund may outperform  other funds that employ a different  style. A fund may also
employ a combination of styles that impact its risk characteristics. Examples of
different styles include growth and value  investing.  Growth stocks may be more
volatile  than  other  stocks  because  they  are  more  sensitive  to  investor
perceptions of the issuing  company's  growth  potential.  Growth oriented funds
will typically  underperform when value investing is in favor.  Value stocks are
those which are out of favor or  undervalued in comparison to their peers due to
adverse  business  developments  or other  factors.  Value  oriented  funds will
typically underperform when growth investing is in favor.


Interest Rate Risk

When  interest  rates go up, the value of debt  securities  and  dividend-paying
stocks  tends to  fall.  If your  Fund  invests  a  significant  portion  of its
portfolio in debt securities or stocks  purchased  primarily for dividend income
and interest rates rise,  then the value of your  investment  may decline.  When
interest rates go down, interest earned by your Fund on its debt 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.  If  your  Fund  invests  in debt
securities  then the value of 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 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.




DOMESTIC GROWTH FUNDS __



<PAGE>



- --------------------------------------------------------------------------------
                                E V E R G R E E N
- --------------------------------------------------------------------------------


<PAGE>


Evergreen Fund


FUND FACTS:

Goal:
o        Capital Appreciation

Principal Investments:

o        Common Stocks of Large
         U.S. Companies

o        Convertible Securities

Classes of Shares
Offered in this

Prospectus:
o        Class A
o        Class B
o        Class C
o        Class Y


Investment Advisor:
o        Evergreen Asset
         Management Corp.

Portfolio Managers:

o        Jean Ledford
o        Richard Welsh

NASDAQ Symbols:
EVRAX (Class A)
EVRBX (Class B)
EVRCX (Class C)
EVGRZ (Class Y)


Dividend Payment
Schedule:
Annually



___  DOMESTIC GROWTH FUNDS



   INVESTMENT GOAL

The Fund seeks capital appreciation.

   INVESTMENT STRATEGY


The following  supplements the investment  strategies discussed in the "Overview
of Fund Risks" on page 1.


The Fund invests  primarily in the common  stocks of large U.S.  companies.  The
Fund's  manager  selects stocks using a  "growth-at-a-reasonable-price"  method.
This style of diversified  equity  management is best defined as a blend between
growth and value  stocks Other  equity  securities  in which the Fund may invest
include preferred stocks and securities convertible into common stocks.


The Fund may  temporarily  invest up to 100% of its assets 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 goal, and if employed could result in a lower return and
loss of market opportunity.


   RISK FACTORS


Your  investment in the Fund is subject to the risks  discussed in the "Overview
of Fund Risks" on page 1 under the headings:


o        Stock Market Risk
o        Market Capitalization Risk
o        Investment Style Risk





<PAGE>



- --------------------------------------------------------------------------------
                                E V E R G R E E N
- --------------------------------------------------------------------------------


<PAGE>




   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 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 effects
of Fund expenses, but not sales charges. Returns would be lower if sales charges
were included.

Year-by-Year Total Return for Class Y Shares (%)
[BAR CHART APPEARS HERE]
1989 15.01
1990    -11.72
1991     40.05
1992      8.73
1993      6.27
1994      0.73
1995     37.19
1996     17.55
1997     30.34
1998      7.23


Best Quarter:   1st Quarter 1991        +19.63%
Worst Quarter:  3rd Quarter 1990        -21.34%


The next table lists the Fund's  average  year-by-year  return by class over the
past one, five, and ten years and since inception (through 12/31/98),  including
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,  which is an unmanaged  index  tracking the
performance of 500 publicly-traded U.S. stocks and is often used to indicate the
performance of the overall stock market.  An index does not include transaction
costs associated with buying and selling  securities nor any management fees. It
is not possible to invest in an index.


Average Annual Total Return

(for the period ended 12/31/1998)*


           Inception                                 Performance
             Date      1 year    5 year     10 year     Since
           of Class                                  10/15/1971
Class A   1/3/1995      1.71%    16.38%      13.37%    16.24%
Class B   1/3/1995      1.19%    16.71%      13.62%    16.34%
Class C   1/3/1995      5.16%    16.87%      13.61%    16.33%
Class Y 10/15/1971      7.23%    17.82%      14.07%    16.50%
S&P 500                     %         %           %         %


*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.

   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)

Shareholder Transaction

  Expenses                                 Class A  Class B  Class C  Class Y


Maximum  sales  charge  imposed
on purchases (as a % of offering price)     4.75%    None     None      None
Maximum  deferred sales charge
as a % of the redemption amount or
initial investment, whichever is lower)      None*   5.00%    1.00%     None


*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)

            Management    12b-1         Other                  Total Fund
              Fees        Fees         Expenses           Operating Expenses

Class A      0.89%         0.25%        0.25%                   1.39%
Class B      0.89%         1.00%        0.25%                   2.14%
Class C      0.89%         1.00%        0.25%                   2.14%
Class Y      0.89%         0.00%        0.25%                   1.14%
+ Restated for the fiscal year ended 9/30/1999 to reflect current fees.


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  distributions.  Your  actual  costs may be higher or
lower.


Example of Fund Expenses
                               Assuming Redemption at               Assuming
                                   End of Period                 No Redemption

After                   Class A   Class B   Class C   Class Y   Class B  Class C
1 year                  $  610    $  717    $  317    $  116    $  217    $  217
3 years                 $  894    $  970    $  670    $  362    $  670    $  670
5 years                 $1,199    $1,349    $1,149    $  628    $1,149    $1,149
10 years                $2,064    $2,192    $2,472    $1,386    $2,192    $2,472


                                                    DOMESTIC GROWTH FUNDS   ___

<PAGE>














<PAGE>










       <PAGE>
<PAGE>

- --------------------------------------------------------------------------------
                                E V E R G R E E N
- --------------------------------------------------------------------------------

Aggressive Growth Fund


FUND FACTS:

Goal:
o        Long-term Capital Appreciation

Principal Investments:

o    Common Stocks of
     U.S. Companies of All
     Market Caps

o    Convertible Securities

Classes of Shares
Offered in this

Prospectus:
o        Class A
o        Class B
o        Class C
o        Class Y


Investment Advisor:

o        Evergreen Investment Management Company


Portfolio Manager:

o        Maureen E. Cullinane


NASDAQ Symbols:
EAGAX (Class A)
EAGBX (Class B)
EAGYX (Class Y)


Dividend Payment Schedule:
Annually




___   DOMESTIC GROWTH FUNDS


   INVESTMENT GOAL

The Fund seeks long-term capital appreciation.

   INVESTMENT STRATEGY


The following  supplements the investment  strategies discussed in the "Overview
of Fund Risks" on page 1.


The Fund  seeks to achieve  its goal by  investing  in the common  stock of U.S.
companies  across  all  market  capitalizations  ranging  from  emerging  growth
companies to larger, more  well-established  companies,  which are viewed by the
manager as having  above-average  appreciation  potential.  The Fund  invests at
least 65% of its assets in common stocks, or securities  convertible into common
stocks,  of (1) companies that are in the less seasoned stage of development but
expected to grow over the long term,  and/or (2) established  companies that, in
the  opinion of the Fund's  manager,  have growth  potential  similar to that of
companies in the less seasoned stage of development. The Fund may also invest up
to 35% of its  assets in  investment  grade  corporate  bonds,  U.S.  government
securities, commercial paper, certificates of deposit and repurchase agreements.


The Fund may  temporarily  invest up to 100% of its assets 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 goal, and if employed could result in a lower return and
loss of market opportunity.


   RISK FACTORS


Your  investment in the Fund is subject to the risks  discussed in the "Overview
of Fund Risks" on page 1 under the headings:


o        Stock Market Risk
o        Market Capitalization Risk
o        Investment Style Risk
o        Interest Rate Risk
o        Credit Risk






<PAGE>



- --------------------------------------------------------------------------------
                                E V E R G R E E N
- --------------------------------------------------------------------------------



   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 A 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 effects
of Fund expenses, but not sales charges. Returns would be lower if sales charges
were included.

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

[BAR CHART APPEARS HERE]
1989      33.87
1990      -4.51
1991      77.23
1992      13.90
1993      17.88
1994      -9.31
1995      34.34
1996      17.23
1997       7.66
1998      23.54

Best Quarter:   4th Quarter 1998        +22.90%
Worst Quarter:  3rd Quarter 1990        -19.85%


The next table lists the Fund's  average  year-by-year  return by class over the
past one, five and ten years and since inception (through 12/31/1998), including
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 Russell 1000 Index which is an unmanaged index tracking the
performance of 1000  publicly-traded  U.S.  stocks and is often used to indicate
the  performance of smaller  company  growth  stocks.  An index does not include
transaction  costs  associated  with  buying  and  selling  securities  nor  any
management fees. It is not possible to invest directly in an index.


Average Annual Total Return

(For the period ended 12/31/1998)*

               Inception                               Performance
                 Date         1 year  5 year   10 year   Since
                of Class                                4/15/1983

Class A        4/15/1983      17.69%   12.59%   18.59%   13.92%
Class B        7/7/1995       17.51%   12.90%   18.89%   14.10%
Class C        8/3/1995       21.39%   13.11%   18.87%   14.09%
Class Y        7/11/1995      24.28%   13.93%   19.30%   14.35%
Russell 1000                  -2.55%   11.87%   12.92%   10.90%


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

   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)

Shareholder Transaction
 Expenses

                                     Class A   Class B   Class C   Class Y
Maximum  sales  charge  imposed  on
 Purchases (as a % of offering price) 4.75%      None     None       None
Maximum deferred sales charge
(as a % of either the redemption
amount or initial investment,
whichever is lower                     None*     5.00%     1.00%      None
investment, whichever is lower)


*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)+


               Management    12b-1        Other               Total Fund
                 Fees        Fees       Expenses         Operating Expenses
Class A          0.60%       0.25%        0.33%                 1.18%
Class B          0.60%       1.00%        0.33%                 1.93%
Class C          0.60%       1.00%        0.33%                 1.92%
Class Y          0.60%       0.00%        0.33%                 0.93%
+ Actual for the fiscal year ended 9/30/1999.


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  distributions.  Your  actual  costs may be higher or
lower.


Example of Fund Expenses
                     Assuming Redemption at                 Assuming
                           End of Period                  No Redemption

After:            Class A  Class B  Class C  Class Y  Class B    Class C
1 year            $  590   $  696   $  295   $   95   $  196   $  195
3 years           $  832   $  906   $  603   $  296   $  606   $  603
5 years           $1,093   $1,242   $1,037   $  515   $1,042   $1,037
10 years          $1,839   $1,968   $2,243   $1,143   $1,968   $2,243


                                                      DOMESTIC GROWTH FUNDS ___


<PAGE>



- --------------------------------------------------------------------------------
                                E V E R G R E E N
- --------------------------------------------------------------------------------


Omega Fund


FUND FACTS:

Goal:
o        Capital Growth

Principal Investments:
o        Common Stocks
o        Convertible Securities


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


Investment Advisor:
o    Evergreen Investment
     Management Company

Portfolio Manager:
o        Maureen E. Cullinane

NASDAQ Symbol:
o        EKOAX (Class A)
o        EKOBX (Class B)
o        EKOCX (Class C)

Dividend Payment Schedule:
Annually


___   DOMESTIC GROWTH FUNDS



   INVESTMENT GOAL

The Fund seeks maximum capital growth.

   INVESTMENT STRATEGY


The following  supplements the investment  strategies discussed in the "Overview
of Fund Risks" on page 1.


The Fund invests  primarily in common  stocks and  securities  convertible  into
common  stocks of U.S.  companies  across all market  capitalizations.  The Fund
utilizes the  fully-managed  investment  concept whereby the Fund's manager will
continuously review the Fund's holdings in light of market conditions,  business
developments and economic trends. During this review process, the Fund's manager
seeks to identify  and invest in  industries  that are  growing  faster than the
economy.  The Fund invests in companies of all sizes. The continuous  review may
lead to high portfolio turnover,  but that will not limit investment  decisions.
The Fund may also invest up to 25% of its assets in foreign securities.


The Fund may  temporarily  invest up to 100% of its assets 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 goal, and if employed could result in a lower return and
loss of market opportunity.


   RISK FACTORS


Your  investment in the Fund is subject to the risks  discussed in the "Overview
of Fund Risks" on page 1 under the headings:


o        Stock Market Risk
o        Market Capitalization Risk
o        Investment Style Risk
o        Foreign Investment Risk



<PAGE>



- --------------------------------------------------------------------------------
                                E V E R G R E E N
- --------------------------------------------------------------------------------


<PAGE>


   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 A 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 effects
of Fund expenses, but not sales charges. Returns would be lower if sales charges
were included.

Year-by-Year Total Return for Class A Shares (%)
[BAR CHART APPEARS HERE]
1989        33.05
1990        -2.38
1991        54.49
1992         4.00
1993        19.33
1994        -5.66
1995        36.94
1996        11.31
1997        24.53
1998        27.30

Best Quarter:   1st Quarter 1991         +26.03%
Worst Quarter:  3rd Quarter 1990         -14.82%


The next table lists the Fund's  average  year-by-year  return by class over the
past one, five and ten years and since inception (through 12/31/1998), including
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  Russell  1000  Growth  Index and the S&P 500  Index.  The
Russell 1000 Growth  Index is an unmanaged  index  tracking the  performance  of
companies  in the Russell 1000 Index that have higher  price-to-book  ratios and
forecasted growth values and is often used to indicate the performance of larger
company  growth  stocks.  The S&P 500 Index is an unmanaged  index  tracking the
performance of 500 publicly-traded U.S. stocks and is often used to indicate the
performance of the overall stock market.  An index does not include  transaction
costs associated with buying and selling  securities nor any management fees. It
is not possible to invest directly in an index.


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


               Inception                               Performance
                  Date        1 year  5 year   10 year    Since
                of Class                                4/29/1968

Class A        4/29/1968      21.27%   16.78%   18.39%   13.66%
Class B        8/2/1993       21.43%   16.69%   18.42%   13.67%
Class C        8/2/1993       25.43%   16.89%   18.43%   13.68%
Class Y        1/13/1997      27.64%   17.98%   18.99%   13.85%
S&P 500                       26.27%   21.39%   16.04%   12.66%
Russell 1000                       %        %        %        %


*Historical  performance  shown for Classes B, C, and Y prior to their inception
is based on the  performance  of Class A,  the  original  class  offered.  These
historical returns for Classes B, C, and Y 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 for Classes B and C would have been lower while
returns for Class Y would have been higher.


   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)
Shareholder Transaction
 Expenses

                                       Class A   Class B   Class C   Class Y
Maximum  sales  charge  imposed  on
Purchases (as a % of offering price)    4.75%      None     None       None
Maximum deferred sales
charge (as a % of either the
redemption amount or initial
investment, whichever is lower)         None*      5.00%    1.00%       None
investment, whichever is lower)


*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)+

              Management         12b-1     Other           Total Fund
                Fees             Fees     Expenses     Operating Expenses
Class A         0.71%            0.25%     0.34%               1.30%
Class B         0.71%            1.00%     0.34%               2.05%
Class C         0.71%            1.00%     0.33%               2.04%
Class Y         0.71%            0.00%     0.34%               1.05%
+ Actual expenses for the fiscal year ended 9/30/1999.


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
                    Assuming Redemption at         Assuming
                        End of Period           No Redemption

After:     Class A  Class B  Class C  Class Y  Class B  Class C
1 year     $  601   $  708   $  307   $  107   $  208   $  207
3 years    $  868   $  943   $  640   $  334   $  643   $  640
5 years    $1,154   $1,303   $1,098   $  579   $1,103   $1,098
10 years   $1,968   $2,097   $2,369   $1,283   $2,097   $2,369

                                                      DOMESTIC GROWTH FUNDS  __


<PAGE>



- --------------------------------------------------------------------------------
                                E V E R G R E E N
- --------------------------------------------------------------------------------
Small Company Growth Fund


FUND FACTS:

Goal:
o        Long-Term Capital Growth

Principal Investment:

o        Common Stocks of
         Small U.S. Companies


Classes of Shares
Offered in this

Prospectus:
o        Class A
o        Class B
o        Class C
o        Class Y


Investment Advisor:
o        Evergreen Investment
         Management Company

Portfolio Manager:
o        J. Gary Craven

NASDAQ Symbol:
o        EKAAX (Class A)
o        EKABX (Class B)

Dividend Payment Schedule:
Annually



___  DOMESTIC GROWTH FUNDS



   INVESTMENT GOAL

The Fund seeks long-term growth of capital.

   INVESTMENT STRATEGY


The following  supplements the investment  strategies discussed in the "Overview
of Fund Risks" on page 1.


The Fund invests at least 65% of its assets in common  stocks of U.S.  companies
with small market  capitalizations  (less than $2.5  billion) at the time of the
Fund's investment. The Fund may also invest up to 35% of its assets in corporate
securities without regard to the market capitalization of the issuer,  including
(1) common stocks of companies with large and medium market  capitalizations (at
least $1 billion), (2) securities convertible into common stocks, and (3) rights
or warrants to purchase common stocks.  The Fund's stock selection is based on a
growth-style of investing which emphasizes companies the Fund's manager believes
have anticipated  earnings  ranging from steady to accelerated  earnings ranging
from  steady  to  accelerated  growth.  While  income is not a goal of the Fund,
securities with strong income potential may be included in the portfolio as long
as they do not conflict with the Fund's goal of long-term  capital  growth.  The
Fund may also invest up to 25% of its assets in foreign securities.


The Fund may  temporarily  invest up to 100% of its assets 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 goal, and if employed could result in a lower return and
loss of market opportunity.


   RISK FACTORS


Your  investment in the Fund is subject to the risks  discussed in the "Overview
of Fund Risks" on page 1 under the headings:


o        Stock Market Risk
o        Market Capitalization Risk
o        Investment Style Risk
o        Foreign Investment Risk





<PAGE>



- --------------------------------------------------------------------------------
                                E V E R G R E E N
- --------------------------------------------------------------------------------


   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 effects
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 (%)
[BAR CHART APPEARS HERE]
1989          23.61
1990          -6.01
1991          72.90
1992           9.86
1993          25.34
1994           0.18
1995          36.27
1996           0.82
1997          13.39
1998         -17.00

Best Quarter:   1st Quarter 1991        +33.82%
Worst Quarter:  3rd Quarter 1998        -29.40%


The next table lists the Fund's  average  year-by-year  return by class over the
past one, five and ten years and since inception (through 12/31/1998), including
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 Russell 2000 Index,  which is an unmanaged  index tracking
the  performance  of 2000  publicly-traded  U.S.  stocks  and is  often  used to
indicate the performance of smaller  company  stocks.  An index does not include
transaction  costs  associated  with  buying  and  selling  securities  nor  any
management fees. It is not possible to invest directly in an index.


Average Annual Total Return

(For the period ended 12/31/1998)*


               Inception                                  Performance
                  Date    1 year        5 year  10 year      Since
                of Class                                   9/11/1935

Class A        1/20/1998   -20.33%       5.06%   13.74%      9.80%
Class B        9/11/1935   -20.35%       5.10%   13.61%      9.76%
Class C        1/26/1998   -17.55%       5.31%   13.38%      9.66%
Class Y        1/26/1998   -16.11%       6.35%   14.58%      9.95%
Russell 2000               -2.55%       11.87%   12.92%     14.91%**


*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
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.

   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)

Shareholder Transaction
  Expenses                             Class A   Class B   Class C   Class Y
Maximum  sales  charge  imposed on
Purchases (as a % of offering price)     4.75%     None      None       None
Maximum deferred sales charge
(as a  % of either the redemption
amount or intial investment
whichever is lower)                      None*     5.00%      1.00%      None


*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)+

          Management       12b-1          Other            Total Fund
            Fees            Fees         Expenses      Operating Expenses

Class A     0.54%          0.25%           0.38%            1.17%
Class B     0.54%          1.00%           0.39%            1.93%
Class C     0.54%          1.00%           0.39%            1.93%
Class Y     0.54%          0.00 %          0.38%            0.92%
+ Actual for the fiscal year ended 9/30/1999.


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  distributions.  Your  actual  costs may be higher or
lower.


Example of Fund Expenses

                   Assuming Redemption at          Assuming
                       End of Period             No Redemption

After:      Class A Class B Class C  Class Y  Class B    Class C
1 year     $  589   $  696   $  296   $   94   $  196   $  196
3 years    $  829   $  906   $  606   $  293   $  606   $  606
5 years    $1,088   $1,242   $1,042   $  509   $1,042   $1,042
10 years   $1,828   $1,964   $2,254   $1,131   $1,964   $2,254




                                                     DOMESTIC GROWTH FUNDS  ___


<PAGE>



- --------------------------------------------------------------------------------
                                E V E R G R E E N
- --------------------------------------------------------------------------------

Strategic Growth Fund


FUND FACTS:

Goal:
o        Capital Growth

Principal Investments:

o        Common Stocks of Large
         U.S. Companies


Classes of Shares
Offered in this

Prospectus:
o        Class A
o        Class B
o        Class C
o        Class Y


Investment Advisor:
o        Evergreen Investment
         Management Company

Portfolio Manager:
o        Maureen E. Cullinane

NASDAQ Symbols:
o        EKJAX (Class A)
o        EKJBX (Class B)

Dividend Payment Schedule:
o        Annually





__  DOMESTIC GROWTH FUNDS


   INVESTMENT GOAL

The Fund seeks growth of capital.

   INVESTMENT STRATEGY


The following  supplements the investment  strategies discussed in the "Overview
of Fund Risks" on page 1.


The Fund seeks to achieve its goal by investing  primarily in the common  stocks
of large  U.S.  companies  across a wide range of sectors  and  industries.  The
equity  securities in which the Fund may invest include common stocks and rights
or warrants to purchase common stocks. The Fund's manager seeks to purchase high
quality  companies with anticipated  earnings ranging from steady to accelerated
growth.  Additionally,  the  Fund may  purchase  investment-grade  fixed  income
securities  including bonds and convertible  debentures which are convertible or
exchangeable for common stocks. The Fund may also invest a portion of its assets
in foreign securities.


The Fund may  temporarily  invest up to 100% of its assets 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 goal, and if employed could result in a lower return and
loss of market opportunity.


   RISK FACTORS


Your  investment in the Fund is subject to the risks  discussed in the "Overview
of Fund Risks" on page 1 under the headings:


o        Stock Market Risk
o        Market Capitalization Risk
o        Investment Style Risk
o        Foreign Investment Risk
o        Interest Rate Risk
o        Credit Risk





<PAGE>



- --------------------------------------------------------------------------------
                                E V E R G R E E N
- --------------------------------------------------------------------------------


   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 effects
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 (%)
[BAR CHART APPEARS HERE]
1989        24.09
1990        -6.99
1991        41.58
1992         8.36
1993        13.12
1994        -2.95
1995        28.51
1996        11.96
1997        31.71
1998        25.02

Best Quarter:   4th Quarter 1998        +20.73%
Worst Quarter:  3rd Quarter 1990        -15.05%


The next table lists the Fund's  average  year-by-year  return by class over the
past one, five and ten years and since inception (through 12/31/1998), including
sales charges. This table is intended to provide you with some indication of the
risks of investing  in the Fund.  As of  12/31/1998,  no Class Y shares had been
issued. At the bottom of the table you can compare this performance with the S&P
500 and Russell 1000 Growth  Indices.  The S&P 500 Index is an  unmanaged  index
tracking the performance of 500 publicly-traded U.S. stocks and is often used to
indicate the  performance  of the overall stock market.  The Russell 1000 Growth
Index is an unmanaged index tracking the performance of companies in the Russell
1000 Index that have higher  price-to-book  ratios and forecasted  growth values
and is often used to indicate the  performance of larger company growth stocks..
An index does not include  transaction  costs associated with buying and selling
securities nor any management  fees. It is not possible to invest directly in an
index.


Average Annual Total Return

(For the period ended 12/31/1998)*


          Inception                                          Performance
            Date          1 year      5 year     10 year        Since
           of Class                                           9/11/1935
Class A   1/20/1998      19.95%       17.61%      16.46%       11.78%
Class B    9/11/1935     20.02%       17.91%      16.50%       11.74%
Class C    1/22/1998     24.02%       17.89%      16.06%       11.62%
S&P 500                  26.67%       21.39%      16.04%       12.31%


*Historical  performance  shown for Classes A and C prior to their  inception is
based  on the  performance  of  Class  B,  the  original  class  offered.  These
historical returns for Class A 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%.  If these  fees had not been
eliminated, Class A and Y returns would have been lower.



   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)

Shareholder Transaction
    Expenses                                Class A   Class B   Class C Class Y

Maximum  sales  charge  imposed  on
Purchases (as a % of offering price)         4.75%     None       None    None
Maximum  deferred sales charge
(as a % of either the redemption
amount or initial investment
whichever is lower)                           None*    5.00%      1.00%   None


*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)+


           Management       12b-1       Other            Total Fund
              Fees           Fees      Expenses      Operating Expenses
Class A       0.53%          0.25%        0.22%              1.00%
Class B       0.53%          1.00%        0.22%              1.75%
Class C       0.53%          1.00%        0.22%              1.75%
Class Y       0.53%          0.00%        0.22%              0.75%
+ Actual  for the fiscal year ended 9/30/1999.


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  distributions.  Your  actual  costs may be higher or
lower.


Example of Fund Expenses

                   Assuming Redemption at           Assuming
                      End of Period              No Redemption

After:      Class A  Class B  Class C  Class Y  Class B  Class C
1 year     $  572   $  678   $  278   $   77   $  178   $  178
3 years    $  778   $  851   $  551   $  240   $  551   $  551
5 years    $1,001   $1,149   $  949   $  417   $  949   $  949
10 years   $1,641   $1,771   $2,062   $  930   $1.771   $2,062




                                                      DOMESTIC GROWTH FUNDS  ___


<PAGE>



- --------------------------------------------------------------------------------
                                E V E R G R E E N
- --------------------------------------------------------------------------------


<PAGE>

Stock Selector Fund

FUND FACTS:

Goal:
o        Total Return

Principal Investments:
o        Common Stocks
o        Bonds
o        Convertible Securities


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


Investment Advisor:
o        Meridian Investment Company


Portfolio Managers:
o        Jay Zelko
o        Eric M. Teal
o        Timothy M. Stevenson


NASDAQ Symbols:
o        EVSAX (Class A)
o        EVSYX (Class Y)


Dividend Payment Schedule:
Annually


___  DOMESTIC GROWTH FUNDS


   INVESTMENT GOAL

The Fund seeks maximum total return.

   INVESTMENT STRATEGY


The following  supplements the investment  strategies discussed in the "Overview
of Fund Risks" on page 1.


The Fund  strives to  provide a total  return  greater  than that of the S&P 500
Index by  investing  primarily  in the  common  stocks of large  U.S.  companies
expected to experience  growth in earnings and price.  Although the Fund focuses
on large-cap  stocks,  the Fund's manager will consider  companies of any market
capitalization.  The Fund may also  invest up to 20% of its assets in  preferred
stocks,  securities  convertible  into common stock,  corporate bonds and notes,
warrants, short term obligations and foreign securities.


The Fund may  temporarily  invest up to 100% of its assets 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 goal, and if employed could result in a lower return and
loss of market opportunity.


   RISK FACTORS


Your  investment in the Fund is subject to the risks  discussed in the "Overview
of Fund Risks" on page 1 under the headings:

o        Stock Market Risk
o        Market Capitalization Risk
o        Investment Style Risk
o        Interest Rate Risk
o        Credit Risk
o        Foreign Investment Risk


<PAGE>


- --------------------------------------------------------------------------------
                                E V E R G R E E N
- --------------------------------------------------------------------------------


   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 A shares of the Fund
in each  calendar  year since the Class A shares'  inception  on  2/28/1990.  It
should  give  you a  general  idea of how the  Fund's  return  has  varied  from
year-to-year.  This graph includes the effects of Fund  expenses,  but not sales
charges. Returns would be lower if sales charges were included.


Year-by-Year Total Return for Class A Shares (%)
[BAR CHART APPEARS HERE]
1989
1990
1991            43.19
1992             9.18
1993             8.01
1994            -2.59
1995            35.43
1996            27.19
1997            30.43
1998            12.55

Best Quarter:   4th Quarter 1998        +26.52%
Worst Quarter:  3rd Quarter 1998        -18.28%


The next table lists the Fund's  average  year-by-year  return by class over the
past one and five  years and since  inception  (through  12/31/1998),  including
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 an index that tracks investments similar to the Fund's, the S&P
500  Index,  which  is an  unmanaged  index  tracking  the  performance  of  500
publicly-traded U.S. stocks and is often used to indicate the performance of the
overall stock market.  An index does not include  transaction  costs  associated
with buying and selling  securities nor any management  fees. It is not possible
to invest directly in an index.


Average Annual Total Return*

(For the period ended 12/31/1998)


          Inception                                  Performance
            Date          1 year   5 year   10 year    Since
          of Class                                   2/28/1990
Class A   2/28/1990       7.19%   18.60%      N/A      17.05%
Class B   11/7/1997       8.12%   17.28%      N/A      16.44%
Class C   6/30/1999      11.64%   19.76%      N/A      17.70%
Class Y   2/21/1995      12.76%   19.94%      N/A      17.80%
S&P 500                  26.67%   21.39%      N/A      19.03%


*Historical performance shown for Classes B, C and Y prior to their inception is
based  on the  performance  of  Class  A,  the  original  class  offered.  These
historical  returns for Classes B, C and Y 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 for Classes B and C would have been lower while
returns for Class Y would have been higher.


   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)

Shareholder Transaction
   Expenses                                  Class A  Class B   Class C Class Y

Maximum  sales  charge  imposed  on
Purchases (as a % of offering price)           4.75%   None       None     None
Maximum  deferred sales charge (as a %
of either the redemption amount or initial
investment, whichever is lower)                None*   5.00%      1.00%    None

*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)+

                 Management   12b-1      Other             Total Fund
                   Fees       Fees      Expenses       Operating Expenses
Class A           0.74%       0.25%       0.11%                1.10%
Class B           0.74%       1.00%       0.11%                1.85%
Class C           0.74%       1.00%       0.11%                1.85%
Class Y           0.74%       0.00%       0.11%                0.85%
+ Restated for the fiscal year ended 9/30/1999 to reflect current fees.


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  distributions.  Your  actual  costs may be higher or
lower.


Example of Fund Expenses
                   Assuming Redemption at         Assuming
                      End of Period            No Redemption

After:    Class A    Class B   Class C Class Y  Class B Class C
1 year     $  582   $  688   $  288   $   87   $  188   $  188
3 years    $  808   $  882   $  582   $  271   $  582   $  582
5 years    $1,052   $1,201   $1,001   $  471   $1,001   $1,001
10 years   $1,752   $1,881   $2,169   $1,049   $1,881   $2,169




                                                     DOMESTIC GROWTH FUNDS  ___


<PAGE>



- --------------------------------------------------------------------------------
                                E V E R G R E E N
- --------------------------------------------------------------------------------

Tax Strategic Equity Fund


FUND FACTS:

Goal:
o        Tax-Efficient Long-Term Capital Growth

Principal Investment:
o        Common Stocks

Classes of Shares
Offered in this

Prospectus:
o        Class A
o        Class B
o        Class C
o        Class Y


Investment Advisor:
o        Evergreen Asset
         Management Corp.

Portfolio Manager:

o        Jean Ledford
o        Richard Welsh


NASDAQ Symbols:
o        None

Dividend Payment Schedule:
Annually



__    DOMESTIC GROWTH FUNDS



   INVESTMENT GOAL

The Fund seeks long-term capital growth within a tax-efficient strategy.

   INVESTMENT STRATEGY


The following  supplements the investment  strategies discussed in the "Overview
of Fund Risks" on page 1.


The Fund invests at least 65% of assets in common stocks of companies with large
and  medium  market  capitalizations  (at least $1  billion).  The Fund may also
invest up to 35% of its  assets in (1)  foreign  securities,  including  foreign
securities  represented by American Depository Receipts and (2) common stocks of
companies  with small market  capitalizations  (less than $1 billion).  The Fund
uses  investment  techniques  that  reduce  the  impact of taxes on  shareholder
returns.  One of these  techniques  is to buy stocks  paying low or no dividends
which  reduces  the taxable  dividends  the Fund pays to  shareholders.  Another
technique is to purchase securities the Fund expects to hold for growth over the
long-term.  This practice decreases the Fund's portfolio turnover rate, which in
turn lessens the taxable capital gain, if any, the Fund pays to shareholders.  A
third technique, used when selling securities in the portfolio, involves selling
the securities with the highest cost basis in order to minimize realized capital
gain. This also lessens taxable distributions to shareholders.


The Fund may  temporarily  invest up to 100% of its assets 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 goal, and if employed could result in a lower return and
loss of market opportunity.


   RISK FACTORS


Your  investment in the Fund is subject to the risks  discussed in the "Overview
of Fund Risks" on page 1 under the headings:


o        Stock Market Risk
o        Market Capitalization Risk
o        Investment Style Risk
o        Foreign Investment Risk






<PAGE>



- --------------------------------------------------------------------------------
                                E V E R G R E E N
- --------------------------------------------------------------------------------


<PAGE>


  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 9/1/1998. It should
give you a general idea of how the Fund's  return has varied from  year-to-year.
This graph includes the effects of Fund expenses, but not sales charges. Returns
would be lower if sales charges were included.


Year-by-Year Total Return for Class Y Shares (%)
[BAR CHART APPEARS HERE]
1990
1991
1992
1993
1994
1995
1996
1997
1998
1999


Best Quarter:   ___ Quarter 1999        +______%
Worst Quarter:  ____ Quarter 1999        -______%


The next table lists the Fund's  average  year-by-year  return by class over the
past one year and since inception (through 12/31/1999), including 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 an index that tracks investments similar to the Fund's, the S&P
500  Index,  which  is an  unmanaged  index  tracking  the  performance  of  500
publicly-traded U.S. stocks and is often used to indicate the performance of the
overall stock market.  An index does not include  transaction  costs  associated
with buying and selling  securities nor any management  fees. It is not possible
to invest directly in an index.


Average Annual Total Return*
(For the period ended 12/31/1999)
               Inception                                       Performance
                  Date       1 year    5 year     10 year          Since
               of Class                                           9/1/1998
Class A        9/4/1998           %       N/A       N/A                   %
Class B        10/14/1998         %       N/A       N/A                   %
Class C        11/4/1998          %       N/A       N/A                   %
Class Y        9/1/1998           %       N/A       N/A                   %
S&P 500                           %       N/A       N/A                   %


*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
had been reflected, returns would have been lower.


  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)

Shareholder Transaction

   Expenses  Class A Class B Class C Class Y Maximum  sales  charge  imposed  on
4.75% None None None Purchases (as a % of offering price) Maximum deferred sales
charge None* 5.00% 1.00% None (as a % of either the redemption amount or initial
investment, whichever is lower)


*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)*+
             Management        12b-1       Other             Total Fund
                Fees           Fees       Expenses      Operating Expenses

Class A        0.95%           0.25%        1.23%              2.43%
Class B        0.95%           1.00%        1.23%              3.18%
Class C        0.95%           1.00%        1.23%              3.18%
Class Y        0.95%           0.00%        1.23%              2.18%


* Restated for the fiscal year ended 9/30/1999 to reflect current fees.
++ From time to time the  Fund's  investment  adviser  may,  at its  discretion,
reduce or waive its fees or  reimburse  the Fund for certain of its  expenses in
order to reduce its  expense  ratios.  The Fund's  investment  adviser may cease
these waivers or  reimbursements  at any time. The Annual Operating  Expenses do
not reflect fee waivers and expense  reimbursements.  Including  fee waivers and
reimbursements  (and restating to reflect  current  fees),  Total Fund Operating
Expenses were 1.55% for Class A, 2.30% for Class B, 2.30% for Class C, and 1.30%
for Class Y.


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  distributions.  Your  actual  costs may be higher or
lower.


Example of Fund Expenses

                   Assuming Redemption at           Assuming
                       End of Period             No Redemption

After:      Class A  Class B  Class C  Class Y  Class B   Class C
1 year     $  709   $  821   $  421   $  221   $  321   $  321
3 years    $1,197   $1,280   $  980   $  682   $  980   $  980
5 years    $1,709   $1,864   $1,664   $1,170   $1,664   $1,664
10 years   $3,110   $3,232   $3,485   $2,513   $3,232   $3,485


                                                     DOMESTIC GROWTH FUNDS  ___


<PAGE>


- --------------------------------------------------------------------------------
                                E V E R G R E E N
- --------------------------------------------------------------------------------


Masters Fund



FUND FACTS:

Goal:
o        Long-Term Capital
         Appreciation

Principal Investment:
o        Equity Securities

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

Investment Advisor:
o        Evergreen Investment
         Management

Portfolio Manager:
o        By committee of
         EIM Managers

NASDAQ Symbols:
o        EMFAX (Class A)
o        EMFBX (Class B)

Dividend Payment Schedule:
Annually



__    DOMESTIC GROWTH FUNDS



   INVESTMENT GOAL

The Fund seeks long-term capital appreciation.

   INVESTMENT STRATEGY

The Fund's  investment  program is based on the Manager of Managers  strategy of
the  investment  advisor  which  allocates  the  Fund's  portfolio  assets on an
approximately  equal basis among four  investment  management  organizations  or
sub-advisors - each of which employs a different investment style.

The Fund's current sub-advisors are:
         Evergreen Asset Management Corp. (EAMC)
         MFS Institutional Advisors, Inc. (MFS)
         OppenheimerFunds, Inc. (Oppenheimer)
         Putnam Investment Management, Inc. (Putnam)

The  following  investment  styles  will be applied by the  sub-advisors  to the
segment of the Fund's portfolio for which that sub-advisor is responsible.

EAMC's segment of the portfolio will primarily be invested in equity  securities
of U.S. and foreign companies with market capitalizations  between approximately
$500  million and $5 billion.  EAMC  invests in companies it believes the market
has temporarily undervalued in relation to such factors as the company's assets,
cash flow and  earnings  potential.  EAMC will use a  value-oriented  investment
strategy.

MFS  manages its  segment of the  portfolio  by  primarily  investing  in equity
securities of companies with market  capitalizations  between approximately $500
million  and $5  billion.  Such  companies  generally  would be expected to show
earnings  growth  over time that is well  above the growth  rate of the  overall
economy and the rate of inflation,  and wold have the products,  management  and
market  opportunities  which are usually necessary to continue sustained growth.
MFS may invest up to 25% (and generally expects to invest between 0% and 10%) of
its segment of the Fund's assets in foreign  securities (not including  American
Depositary Receipts),  including foreign growth securities, which are not traded
on a U.S. exchange. MFS will use a growth-oriented investment strategy.

Oppenheimer  manages its segment of the  portfolio  by  investing  primarily  in
equity  securities  of  those  companies  with  market  capitalizations  over $5
billion; however, Oppenheimer may, when it deems advisable, invest in the equity
securities  of  mid-cap  and  small-cap   companies.   In  purchasing  portfolio
securities,  Oppenheimer may invest without limit in foreign securities and may,
to a limited  degree,  invest in  non-convertible  debt securities and preferred
stocks which have the potential for capital appreciation.
Oppenheimer will use a blended growth- and value-oriented investment strategy.

Putnam's  segment  of  the  portfolio  will  primarily  be  invested  in  equity
securities of U.S. and foreign issuers with market capitalizations of $2 billion
or more.  Putnam may also purchase  non-convertible  debt securities which offer
the opportunity for capital  appreciation.  In the evaluation of a company, more
consideration is given to growth potential than to dividend income.  Putnam will
use a growth-oriented investment strategy.

<PAGE>

- --------------------------------------------------------------------------------
                                E V E R G R E E N
- --------------------------------------------------------------------------------

<PAGE>

The Fund intends to sell 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 sub-advisor deems necessary.

The Fund may  invest  up to 100% of its  assets  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  goal,  and if employed  could  result in a lower  return and loss of
market opportunity.

   RISK FACTORS

Your  investment in the Fund is subject to the risks  discussed in the "Overview
of Fund Risks" on page 1 under the headings:

o        Stock Market Risk
o        Market Capitalization Risk
o        Investment Style Risk
o        Interest Rate Risk
o        Credit Risk
o        Foreign Investment Risk

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

<PAGE>


- --------------------------------------------------------------------------------
                                E V E R G R E E N
- --------------------------------------------------------------------------------


  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 A shares of the Fund
in each  calendar  year since the Class A shares'  inception on  12/31/1998.  It
should  give  you a  general  idea of how the  Fund's  return  has  varied  from
year-to-year.  This graph includes the effects of Fund  expenses,  but not sales
charges. Returns would be lower if sales charges were included.

Year-by-Year Total Return for Class A Shares (%)
[BAR CHART APPEARS HERE]
1990
1991
1992
1993
1994
1995
1996
1997
1998
1999
Best Quarter:   ___ Quarter 1999  +______%*
Worst Quarter:  ____ Quarter 1999  -______%*

The next table lists the Fund's  average  year-by-year  return by class over the
past one year and since inception (through 12/31/1999), including 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 400 MidCap  Index and the S&P 500  Index.  The S&P 400
MidCap  Index  is  an  unmanaged   index   tracking  the   performance   of  400
publicly-traded  U.S.  stocks and is often used to indicate the  performance  of
medium  capitalization  stocks. The S&P 500 Index is an unmanaged index tracking
the performance of 500 publicly-traded U.S. stocks and is often used to indicate
the  performance  of the  overall  stock  market.  An  index  does  not  include
transaction  costs  associated  with  buying  and  selling  securities  nor  any
management fees. It is not possible to invest directly in an index.

Average Annual Total Return
(For the period ended 12/31/1999)
               Inception                                         Performance
                 Date         1 year     5 year      10 year        Since
               of Class                                           12/31/1998
Class A        12/31/1998          %        N/A        N/A                 %
Class B        12/31/1998          %        N/A        N/A                 %
Class C        12/31/1998          %        N/A        N/A                 %
Class Y        12/31/1998          %        N/A        N/A                 %
S&P 400                            %        N/A        N/A                 %
S&P 500                            %        N/A        N/A                 %

  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)

Shareholder Transaction
  Expenses                            Class A   Class B   Class C   Class Y
Maximum  sales  charge  imposed  on
Purchases (as a % of offering price)   4.75%     None       None       None
Maximum deferred sales charge
(as a % of either the redemption
amount or initial investment, whichever
is lower)                              None*     5.00%      1.00%      None

*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)+
              Management       12b-1          Other          Total Fund
                 Fees           Fees         Expenses     Operating Expenses
Class A          0.95%          0.25%          0.52%             1.72%
Class B          0.95%          1.00%          0.52%             2.47%
Class C          0.95%          1.00%          0.52%             2.47%
Class Y          0.95%          0.00%          0.52%             1.47%
+ Restated for the fiscal year ended 9/30/1999 to reflect current fees.

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  distributions.  Your  actual  costs may be higher or
lower.

Example of Fund Expenses

                  Assuming Redemption at          Assuming
                       End of Period            No Redemption
After:     Class A  Class B  Class C  Class Y  Class B   Class C
1 year     $  642   $  750   $  350   $  150   $  250   $  250
3 years    $  991   $1,070   $  770   $  465   $  770   $  770
5 years    $1,364   $1,516   $1,316   $  803   $1,316   $1,316
10 years   $2,409   $2,535   $2,806   $1,757   $2,535   $2,806


                                                       DOMESTIC GROWTH FUNDS __

<PAGE>





- --------------------------------------------------------------------------------
                                E V E R G R E E N
- --------------------------------------------------------------------------------

Growth Fund


FUND FACTS:

Goal:
o        Capital Growth

Principal Investments:
o        Common Stocks of Small
         and Medium Sized U.S.
         Companies

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

Investment Advisor:
o        Mentor Investment
         Advisors, LLC

Portfolio Managers:
o        Theodore W. Price
o        Linda Ziglar
o        Jeffrey S. Drummond

NASDAQ Symbols:
o        EGWAX (Class A)
o        EGRTX (Class C)
o        EGRYX (Class Y)

Dividend Payment Schedule:
o        Annually



__       DOMESTIC GROWTH FUNDS


   INVESTMENT GOAL

The Fund seeks long-term capital growth.

   INVESTMENT STRATEGY

The following  supplements the investment  strategies discussed in the "Overview
of Fund Risks" on page 1.

The Fund seeks to achieve  its goal by  investing  at least 75% of its assets in
common  stocks  of small and  medium  sized  U.S.  companies  but may  invest in
companies  of any size.  The Fund's  managers  employ a  growth-style  of equity
management  and will  purchase  stocks  of  companies  which  have  demonstrated
earnings,  asset  values or growth  potential  which  they  believe  are not yet
reflected  in the  stock's  market  price.  A key  indicator  of  undervaluation
considered by the managers would be a company whose earnings growth is above the
S&P 500 Index's  performance.  The managers will also consider  companies with a
strong balance sheet and product leadership in niche markets.

The Fund may  temporarily  invest up to 100% of its assets 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 goal, and if employed could result in a lower return and
loss of market opportunity.

   RISK FACTORS

Your  investment in the Fund is subject to the risks  discussed in the "Overview
of Fund Risks" on page 1 under the headings:

o        Stock Market Risk
o        Market Capitalization Risk
o        Investment Style Risk

<PAGE>



- --------------------------------------------------------------------------------
                                E V E R G R E E N
- --------------------------------------------------------------------------------

  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 C 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 effects
of Fund expenses, but not sales charges. Returns would be lower if sales charges
were included.

Year-by-Year Total Return for Class C Shares (%)
[BAR CHART APPEARS HERE]
1989   17.34
1990  -11.27
1991   50.25
1992   15.56
1993   15.60
1994   -4.45
1995   39.42
1996   21.01
1997   17.70
1998    0.86

Best Quarter:   1st Quarter 1998 +24.62%
Worst Quarter:  2nd Quarter 1998 -22.68%

The next table lists the Fund's  average  year-by-year  return by class over the
past  one-,  five-  and ten  years and  since  inception  (through  12/31/1998),
including  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 an index that tracks  investments  similar to
the Fund's.  The Russell 2000 Index,  which is an unmanaged  index  tracking the
performance of 2000  publicly-traded  U.S. stocks, is often used to indicate the
performance of smaller  company  stocks.  An index does not include  transaction
costs associated with buying and selling  securities nor any management fees. It
is not possible to invest directly in an index.

Average Annual Total Return*
(For the period ended 12/31/1998)
          Inception                                  Performance
             Date     1 year       5 years   10 years   Since
          of Class                                    4/15/1985
Class A   6/5/1995     -3.24%       13.38%   14.63%   17.55%
Class B   10/18/1999   -3.98%       13.62%   14.87%   13.25%
Class C   4/15/1985    -0.11%       13.86%   14.87%   13.25%
Class Y   11/19/1997    1.81%       13.89%   14.82%   13.19%
Russell 2000                %            %        %        %
* Historical  performance  shown for Classes A, B and Y prior to their inception
is based on the  performance  of Class C,  the  original  class  offered.  These
historical  returns of  Classes A and Y 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 for Classes A and Y would have been higher.

  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)

Shareholder Transaction
   Expenses                       Class A   Class B   Class C   Class Y
Maximum  sales  charge  imposed  on
Purchases (as a % of offering price)4.75%     None      None      None
Maximum deferred sales charge
(as a % of either the redemption
amount or intial investment,
whichever is lower)                 None*     5.00%     1.00%     None

*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)+
                Management    12b-1       Other            Total Fund
                 Fees          Fees      Expenses     Operating Expenses
Class A          0.70%        0.25%        0.35%                1.30%
Class B          0.70%        1.00%        0.35%                2.05%
Class C          0.70%        1.00%        0.35%                2.05%
Class Y          0.70%        0.00%        0.35%                1.05%
+ Actual for the fiscal year ended 9/30/1999.

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  distributions.  Your  actual  costs may be higher or
lower.

Example of Fund Expenses

                   Assuming Redemption at           Assuming
                      End of Period               No Redemption
After:     Class A  Class B  Class C  Class Y  Class B   Class C
1 year     $  601   $  708   $  308   $  107   $  208   $  208
3 years    $  868   $  943   $  643   $  334   $  643   $  643
5 years    $1,154   $1,303   $1,103   $  579   $1,103   $1,103
10 years   $1,968   $2,097   $2,379   $1,283   $2,097   $2,379




                                                      DOMESTIC GROWTH FUNDS  __

<PAGE>

- --------------------------------------------------------------------------------
                                E V E R G R E E N
- --------------------------------------------------------------------------------

Capital Growth Fund


FUND FACTS:

Goal:
o        Capital Appreciation

Principal Investments:
o        Common Stocks of Large
         U.S. Companies

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

Investment Advisor:
o        Mentor Investment
         Advisors, LLC

Portfolio Managers:
o        John G. Davenport
o        Richard H. Skeppstrom, II
o        Steven A. Certo
o        E. Craig Dauer
o        John G. Jordan, III

NASDAQ Symbols:
o        ECPGX (Class A)
o        ECPTX (Class C)

Dividend Payment Schedule:
o        Annually


__       DOMESTIC GROWTH FUNDS



   INVESTMENT GOAL

The Fund seeks long-term appreciation of capital.

   INVESTMENT STRATEGY

The following  supplements the investment  strategies discussed in the "Overview
of Fund Risks" on page 1.

The Fund seeks to achieve its goal by investing  primarily  in common  stocks of
large U.S.  companies which the managers  believe have the potential for capital
appreciation  over the  intermediate-  and  long-term.  The Fund may also invest
without  limit  in  preferred  stocks,   investment  grade  bonds,   convertible
securities and any other  securities  that the managers'  believe may permit the
Fund to achieve its investment goal. In selecting investments, the managers will
attempt to purchase  securities of companies  which they believe will assist the
Fund in achieving  its goal due to changes in a companies  financial  condition,
changes in financial conditions generally, or other factors.

The Fund may  temporarily  invest up to 100% of its assets 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 goal, and if employed could result in a lower return and
loss of market opportunity.

   RISK FACTORS

Your  investment in the Fund is subject to the risks  discussed in the "Overview
of Fund Risks" on page 1 under the headings:

o        Stock Market Risk
o        Market Capitalization Risk
o        Investment Style Risk
o        Interest Rate Risk
o        Credit Risk

<PAGE>

- --------------------------------------------------------------------------------
                                E V E R G R E E N
- --------------------------------------------------------------------------------

  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 A shares of the Fund
in each  calendar  year since the Class A shares'  inception  on  4/29/1992.  It
should  give  you a  general  idea of how the  Fund's  return  has  varied  from
year-to-year.  This graph includes the effects of Fund  expenses,  but not sales
charges. Returns would be lower if sales charges were included.

Year-by-Year Total Return for Class A Shares (%)
[BAR CHART APPEARS HERE]
1989
1990
1991
1992
1993   3.53
1994  -2.70
1995  26.41
1996  26.49
1997  33.14
1998  27.34

Best Quarter:  4th  Quarter 1998 +20.55%
Worst Quarter: 3rd  Quarter 1998 -11.37%

The next table lists the Fund's  average  year-by-year  return by class over the
past one and five  years and since  inception  (through  12/31/1998),  including
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 an index that tracks investments similar to the Fund's, the S&P
500  Index,  which  is an  unmanaged  index  tracking  the  performance  of  500
publicly-traded U.S. stocks and is often used to indicate the performance of the
overall stock market.  An index does not include  transaction  costs  associated
with buying and selling  securities nor any management  fees. It is not possible
to invest directly in an index.

Average Annual Total Return*
(For the period ended 12/31/1998)
           Inception                                         Performance
            Date                 1 year    5 year   10 year     Since
          of Class                                            4/29/1992
Class A   4/29/1992              21.30%      20.23%    N/A      16.43%
Class B   10/25/1999             22.34%      21.11%    N/A      16.43%
Class C   4/29/1992              25.43%      20.53%    N/A      16.48%
Class Y   11/19/1997             27.58%      21.45%    N/A      29.36%
S&P 500                               %           %    N/A           %
* Historical  performance  shown for Classes B and Y prior to their inception is
based on the  performance of Class A, one of the original  classes offered along
with  Class  C.  These  historical  returns  for  Classes  B and Y 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 for Class B would have
been lower while returns for Class Y would have been higher.

  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)

Shareholder Transaction
  Expenses                            Class A   Class B   Class C   Class Y
Maximum  sales  charge  imposed  on
Purchases (as a % of offering price)    4.75%      None     None       None
Maximum deferred sales charge
(as a % of either the redemption
amont or initial investment, whichever
is lower)                                None*     5.00%    1.00%      None

*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)+
              Management        12b-1          Other        Total Fund
                 Fees           Fees          Expenses    Operating Expenses
Class A          0.80%          0.25%          0.34%             1.39%
Class B          0.80%          1.00%          0.34%             2.14%
Class C          0.80%          1.00%          0.34%             2.14%
Class Y          0.80%          0.00%          0.34%             1.14%
+ Actual for the fiscal year ended 9/30/1999.

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  distributions.  Your  actual  costs may be higher or
lower.

Example of Fund Expenses

                   Assuming Redemption at          Assuming
                       End of Period             No Redemption
After:    Class A   Class B   Class C  Class Y  Class B   Class C
1 year     $  610   $  717   $  317   $  116   $  217   $  217
3 years    $  894   $  970   $  670   $  362   $  670   $  670
5 years    $1,199   $1,349   $1,149   $  628   $1,149   $1,149
10 years   $2,064   $2,192   $2,472   $1,386   $2,192   $2,472


                                                      DOMESTIC GROWTH FUNDS  __

<PAGE>
- --------------------------------------------------------------------------------
                                E V E R G R E E N
- --------------------------------------------------------------------------------


The Funds' Investment Advisors


Each investment  advisor  manages a Fund's  investments and supervises its daily
business  affairs.  There  are  three  different  investment  advisors  for  the
Evergreen Domestic Growth Funds. 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 $ billion in consolidated  assets as of
December  31,  1999.  First Union  Corporation  is located at 301 South  College
Street, Charlotte, North Carolina 28288-0013.


Evergreen Asset Management Corporation (EAMC) is the investment advisor to:


o        Evergreen Fund and
     Tax Strategic Equity Fund


EAMC, with its predecessors,  has served as investment  advisor to the Evergreen
Funds since 1971,  and currently  manages over $22.3 billion in assets for 22 of
the Evergreen Funds. EAMC is located at 2500 Westchester Avenue,  Purchase,  New
York 10577. EAMC also sub-advises a portion of Masters Fund.


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


o        Aggressive Growth,
o        Omega Fund,
o        Small Company Growth Fund,
o        Strategic Growth Fund and
o        Masters Fund


EIMC has been managing  money for over 50 years and  currently  manages over $11
billion in assets for 28 of the Evergreen Funds. EIMC is located at 200 Berkeley
Street, Boston, Massachusetts 02116-5034.


Evergreen Investment Management (EIM) is the investment advisor to:


o        Masters Fund.


EIM,  (formerly  known as the Capital  Management  Group,  or CMG) a division of
First Union  National Bank (FUNB),  has been  managing  mutual funds and private
accounts since 1932 and currently manages over $27.4 billion in assets for 34 of
the  Evergreen  Funds.  EIM is located at 201 South College  Street,  Charlotte,
North Carolina 28288-0630.


Meridian Investment Company (MIC) is the investment advisor to:

o        Stock Selector Fund.


MIC has been  managing  money for over 15 years and  currently  manages  over $4
billion  in assets,  including  $651  million  in assets for 3 of the  Evergreen
Funds. MIC is located at 55 Valley Stream Parkway, Malvern, Pennsylvania 19355.

Mentor Investment Advisors, LLC (MIA) is the investment adviser to:

o        Growth Fund and
o        Capital Growth Fund

MIA has been managing  money for over 15 years and currently  manages over $15.6
billion in assets,  including $14.1 in assets for 28 of the Evergreen Funds. MIA
is located at 901 East Byrd Street, Richmond, Virginia 23219.

For the fiscal year ended 09/30/1999,  the aggregate  advisory fee paid to their
advisor by the Funds was as follows:

                                          % of the Funds
Fund                                average yearly net assets
Evergreen Fund                                 0.89%
Aggressive Growth Fund                         0.60%
Omega Fund                                     0.71%
Small Company Growth Fund                      0.54%
Strategic Growth Fund                          0.53%
Tax Strategic Equity Fund                      0.07%
Stock Selector Fund                            0.74%
Masters Fund                                   0.95%
Growth Fund                                    0.70%
Capital Growth Fund                            0.80%


Year 2000 Compliance


The investment advisors and other service providers for the Evergreen Funds have
given  representations  of readiness and are continuing to take 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.


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 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 have not been implemented properly. Also, the conversion
to a single  currency may impair the markets for  securities  denominated in the
currencies eliminated, which may also adversely impact your investment.

<PAGE>
- --------------------------------------------------------------------------------
                                E V E R G R E E N
- --------------------------------------------------------------------------------

THE FUNDS' PORTFOLIO MANAGERS

Evergreen Fund


Jean  Ledford,  CFA and Richard Welsh became  Co-Managers  of the Fund in August
1999. Ms. Ledford became President and Chief Executive Officer of EAMC in August
1999.  From February 1997 until she joined EAMC,  Ms.  Ledford was employed 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.  Mr. Welsh joined EAMC as Senior Vice
President  and portfolio  manager in August 1999.  Prior to joining EAMC, he was
employed for five years as a portfolio manager and analyst at American Century.


Aggressive Growth Fund

The day-to-day  management of the Fund is handled by Maureen E.  Cullinane.  Ms.
Cullinane has been a Senior Vice President and Senior Portfolio  Manager of EIMC
since 1995.  Ms.  Cullinane has been employed by EIMC since 1974 and has over 20
years of investment  experience.  Ms. Cullinane has managed the Fund since April
1999.


Omega Fund

The  day-to-day  management of the Fund has been handled by Maureen E. Cullinane
since 1989.  Ms.  Cullinane  is a Senior  Vice  President  and Senior  Portfolio
Manager of EIMC and has over 20 years of investment experience.

Small Company Growth Fund

The  day-to-day  management of the Fund has been handled by J. Gary Craven since
November  1996 when he joined EIMC.  Mr.  Craven is a Senior Vice  President and
Chief  Investment  Officer of EIMC,  as well as Group  Leader for the  small-cap
equity group.  Prior to joining EIMC,  Mr. Craven was a portfolio  manager for 9
years at Invista Capital Management, Inc.

Strategic Growth Fund

The  day-to-day  management of the Fund has been handled by Maureen E. Cullinane
since 1995.  Ms.  Cullinane  is a Senior  Vice  President  and Senior  Portfolio
Manager of EIMC and has over 20 years of investment experience.

Stock Selector Fund


Jay Zelko, Eric M. Teal and Timothy M. Stevenson,  CFA, have been Co-Managers of
the Fund since  October  1999.  Mr.  Zelko  joined  FUNB in April 1994 and is an
equity  portfolio  manager  within  MIC  who  maintains  sector  analytical  and
portfolio management responsibilities. Mr. Zelko has been affiliated with MIC as
a portfolio  manager since June 1999.  Mr. Teal joined FUNB in September 1993 as
an  investment  officer  and has been Vice  President  and  quantitative  equity
analyst  since  September  1997.  Currently,  Mr.  Teal  heads the  Quantitative
Analysis/Portfolio  Management  Unit within  FUNB.  He is also  responsible  for
equity  quantitative  management for the Evergreen Select Equity Funds. Mr. Teal
has been  affiliated  with MIC as a portfolio  manager since  October 1999.  Mr.
Stevenson has been an investment  professional since August 1981. Before joining
FUNB in November  1994 as a Senior Vice  President and  portfolio  manager,  Mr.
Stevenson  served as  research  director  and  portfolio  manager for Cedar Hill
Associates,  Inc. from July 1989 to July 1994. Mr. Stevenson has been affiliated
with MIC as a portfolio manager since October 1999.


Tax Strategic Equity Fund


Jean Ledford and Richard  Welsh became  Co-Managers  of the Fund in August 1999.
Ms. Ledford became President and Chief Executive Officer of EAMC in August 1999.
From  February  1997  until she joined  EAMC,  Ms.  Ledford  was  employed  as a
portfolio  manager at  American  Century.  From 1980  until she joined  American
Century,  Ms.  Ledford was the  investment  director  at the State of  Wisconsin
Investment  Board.  Mr. Welsh joined EAMC as Senior Vice President and portfolio
manager in August 1999. Prior to joining EAMC, he was employed for five years as
a portfolio manager and analyst at American Century.

<PAGE>
- --------------------------------------------------------------------------------
                                E V E R G R E E N
- --------------------------------------------------------------------------------

Masters Fund

Subject to the  supervision  of EIM,  each sub advisor  listed  below  manages a
segment  of the  Fund's  portfolio  in  accordance  with the  Fund's  investment
objective and policies,  make investment  decisions for the segment,  and places
orders to purchase and sell securities for the segment.  The Fund pays no direct
fees to any of the sub-advisors. The four sub-advisors of the Fund are:

EAMC is described above.

MFS Institutional  Advisors,  Inc., 500 Boylston Street,  Boston,  Massachusetts
02116, is America's  oldest mutual fund  organization.  As of December 31, 1999,
MFS  managed  more than  $___  billion  on  behalf of almost 4 million  investor
accounts.

OppenheimerFunds,  Inc., Two World Trade Center,  New York, New York 10048,  has
operated  as an  investment  advisor  since  1959.  As  of  December  31,  1999,
Oppenheimer and its  subsidiaries  managed  investment  companies with assets of
more than $95 billion and with more than 4 million shareholder accounts.

Putnam   Investment   Management,   Inc.,  One  Post  Office   Square,   Boston,
Massachusetts  02109,  has been managing mutual funds since 1937. As of December
31, 1999, Putnam and its affiliates managed more than $___ billion of assets for
more than 10 million shareholder accounts.

Manager Oversight - EIM has appointed a committee of investment  personnel which
is primarily  responsible  for overseeing the  sub-advisors of the Masters Fund.
The  investment   advisor  has  ultimate   responsibility   for  the  investment
performance of the Fund.

The investment  advisor  continuously  monitors the  performance  and investment
styles of the Fund's sub-advisors and from time to time may recommend changes of
sub-advisors  based on factors  such as changes  in a  sub-advisor's  investment
style or a departure by a sub-advisor from the investment style for which it had
been selected,  a deterioration in a sub-advisor's  performance relative to that
of other  investment  management  firms  practicing a similar style,  or adverse
changes in its ownership or personnel.

One segment may be larger or smaller at various times than other  segments,  but
the investment  advisor will not reallocate  assets among the segments to reduce
these  differences in size until the assets allocated to one sub-advisor  either
exceed  355 or are less than 15% of the  Fund's  average  daily net assets for a
period of three consecutive  months.  In such event the investment  advisor may,
but is not obligated to, reallocate  assets among  sub-advisors to provide for a
more equal distribution of the Fund's assets.

Growth Fund

Theodore W. Price, CFA, Linda Ziglar,  CFA and Jeffrey S. Drummond,  CFA are the
Co-Managers of the Fund. Mr. Price is a Managing Director, portfolio manager and
Leader  of the  Small  Capitalization  Growth  Team of MIA and has 30  years  of
investment  management  experience  including  ten  years as vice  chairman  and
portfolio  manager  of Wheat  Investment  Advisors.  Ms.  Ziglar  is a  Managing
Director and portfolio  manager who joined MIA in 1991. Mr. Drummond is a Senior
Vice President and portfolio manager who joined MIA in 1993.

Capital Growth Fund

John G.  Davenport,  CFA,  Richard H.  Skeppstrom,  II, Steven A Certo, E. Craig
Dauer,  and  John G.  Jordan,  II,  CFA are the  Co-Managers  of the  Fund.  Mr.
Davenport is Managing Director,  portfolio manager and Team Leader for the Large
Capitalization Growth Team and joined MIA in 1992. Mr. Skeppstrom is Senior Vice
President and  portfolio  manager for the Large  Capitalization  Growth Team and
joined MIA in 1992.  Mr. Certo is Vice  President and portfolio  manager for the
Large Capitalization Growth Team and joined MIA in 1997. Prior to joining MIA he
was a research analyst with the Equity Research department of Wheat First Union.
Mr. Dauer is an Assistant  Vice  President and portfolio  manager with the Large
Capitalization  Growth Team and joined MIA in 1999 after previous  employment as
an equity  research  analyst at Wheat  First  Union.  Mr.  Jordan is a portfolio
manager with the Large Capitalization  Growth Team of MIA and joined the team in
1999 after  previous  employment  as a portfolio  manager at  Thompson  Siegel &
Walmsey.


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 p.m. Eastern time). We calculate the share price for
each  share  by  adding  up the  total  assets  of  the  Fund,  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,  we will  price  that  security  at fair value
according to policies  established by the Fund's' 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.


Certain  Funds may invest in foreign  securities  that are  primarily  listed on
foreign  exchanges  that trade on  weekends or other days when the Fund does not
price  its  shares.  As a  result,  the NAV of the Fund may  change on days when
investors will not be able to purchase or redeem the Fund's shares.

<PAGE>
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                                E V E R G R E E N
- --------------------------------------------------------------------------------

HOW TO CHOOSE AN EVERGREEN FUND

When choosing an Evergreen Fund, you should:

o  Most importantly, read the prospectus to see if the Fund is suitable for you.
o  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.

o  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.  In  addition,  any of these  documents,  with the
   exception   of  the   SAI,   may  be   downloaded   of   our   website   at
   www.evergreen-funds.com.


HOW TO CHOOSE THE SHARE CLASS THAT BEST SUITS YOU

After choosing a Fund, you select a share class.  The Evergreen  Domestic Growth
Funds offer three  different  retail share classes.  Each retail class of shares
has its own sales charge. Pay particularly close attention to this fee structure
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:

                       As a % of        As a %              Dealer
  Your                NAV excluding     of your           commission
  Investment          sales charge     investment       as a % of  NAV
   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% of the amount
                                                   invested up to $2,999,999;
                                   .50% of the amount invested over  $2,999,999,
                       up to $4,999,999; and .25% of the excess over $4,999,999.

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
thirteen months of purchase.

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 the 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
deferred sales charge to the 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.  (EDI),  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 are held, as shown below:

Time Held                                                   Contingent Deferred
                                                                 Sales Charge
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%


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 gain  reinvestments or on any
gain in the value of your  shares.  Upon  request  for  redemption,  to keep the
deferred  sales  charge as low as  possible,  the Fund will first seek to redeem
shares not subject to the deferred  sales charge and/or shares held the longest,
in that order.  The deferred  sales charge on any  redemption  is, to the extent
permitted by the National Association of Securities Dealers, Inc., paid to EDI.


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.

         Time Held                                     Contingent Deferred
                                                            Sales Charge
Month of Purchase + Less Than 1 Year                            1.00%
Month of Purchase + 1 Year or More                                 0%

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:

o When the shares were purchased through reinvestment of dividends/capital gains
o Death or  disability
o Lump-sum  distribution  from a  401(k)  plan or other
  benefit plan qualified under ERISA
o Automatic IRA withdrawals if your age is at least 59 1/2
o Automatic  withdrawals  of up to 1.0% of the account  balance per month
o Loan proceeds and  financial  hardship  distributions  from a retirement plan
o 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 an  Evergreen  Fund  advised  by  Evergreen  Asset
Management  Corp.  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).



<PAGE>




- --------------------------------------------------------------------------------
                                E V E R G R E E N
- --------------------------------------------------------------------------------

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
                           Initial    Additional

Regular Accounts          $1,000           None
IRAs                        $250           None
Systematic Investment Plan   $50            $25


<PAGE>

<TABLE>
<CAPTION>


Method            Opening an Account                                              Adding to an Account
<S>               <C>                                                             <C>
By Mail or        o   Complete and sign the account application.                  o  Make your check payable to Evergreen Funds.
through an        o   Make the check payable to Evergreen Funds.                  o  Write a note specifying:
Investment        o   Mail the application and your check to the address below:      - the Fund name
Professional              Evergreen Service Company       Overnight Address:         - share class
                          P.O. Box 2121                   Evergreen Service Company  - your account number
                          Boston, MA  02106-2121          200 Berkeley St.           - the name(s) in which the account is
                                                          Boston, MA  02116-5039  o  Mail to the address below or deliver to your
                  o   Or deliver them to your investment representative (provided    investment representative.
                      he or she has a broker-dealer arrangement with EDI)

By Phone          o   Call 1-800-343-2898 to set up an account number and get     o  Call the Evergreen Express Line at
                      wiring instructions (call before 12 noon if you want wired     1-800-346-3858 24 hours a day or
                      funds to be credited that day).                                1-800-343-2898 between 8 a.m. and 6 p.m.
                  o   Instruct your bank to wire or transfer your purchase (they     Eastern time, on any business day.
                      may charge a wiring fee).                                   o  If your bank account is set up on file, you
                  o   Complete the account application and mail to:                  can request either:
                          Evergreen Service Company       Overnight Address:         - Federal Funds Wire (offers immediate access
                          P.O. Box 2121                   Evergreen Service Company    to funds) or
                          Boston, MA  02106-2121          200 Berkeley St.           - Electronic transfer through the Automated
                                                          Boston,  MA 02116-5039       Clearing House which avoids wiring fees.

                  o   Wires received after 4 p.m. Eastern time on market
                      trading days will receive the next market day's closing  price.*


By Exchange       o   You  can  make  an  additional  investment  by exchange  from an  existing  Evergreen  Funds  account  by
                      contacting your investment  representative  or calling the Evergreen Express Line at 1-800-346-3858.**

                  o   You can only exchange shares within the same class.

                  o   There is no sales charge or redemption  fee when  exchanging  funds within the Evergreen Funds  family.***
                  o   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).*

                  o   Exchanges are limited to three per calendar quarter, and five per calendar year.
                  o   Exchanges  between  accounts  which do not have  identical ownership  must  be  made  in  writing  with  a
                      signature guarantee (see below).

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


* The Funds' shares may be made available  through financial service firms which
are also  investment  dealers and which have a service  agreement  with EDI. The
Funds have 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 shares of an Evergreen  Money
Market Fund.


__  DOMESTIC GROWTH FUNDS


<PAGE>



- --------------------------------------------------------------------------------
                                E V E R G R E E N
- --------------------------------------------------------------------------------

HOW TO REDEEM SHARES

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

Methods       Requirements

Call Us       o   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.

              o   This service must be authorized ahead of time, and is only
                  available for regular accounts.**
              o   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.*

              o   We can either:
                  - wire the proceeds into your bank account (service charges
                  may apply)
                  - electronically  transmit the proceeds into your bank account
                  via the Automated Clearing House service - mail you a check.
              o   All telephone calls are recorded for your  protection.  We are
                  not responsible for acting on telephone  orders we believe are
                  genuine.
              o   See exceptions list below for requests that must be made in
                  writing.

Write Us      o   You can mail a redemption request to:
                     Evergreen Service Company      Overnight Address:
                     P.O. Box 2121                   Evergreen Service Company
                     Boston, MA  02106-2121          200 Berkeley St.
                                                     Boston, MA  02116-5039
              o   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).
              o   See exceptions list below for requests that must be signature
                  guaranteed.
              o   To redeem from an IRA or other retirement  account,  call
                  1-800-346-3858 for a special application.

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

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

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:  o You are redeeming more than $50,000.  You want
the proceeds  transmitted to a bank account not listed on the account o You want
the proceeds payable to anyone other than the registered owner(s) of the account
o Either  your  address or the  address of your bank  account  has been  changed
within  30  days  o 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

                                           Who Can Provide A Signature
                                           Guarantee:
                                            o   Commercial Bank
                                            o   Trust Company
                                            o   Savings Association
                                            o   Credit Union
                                            o   Member of a U.S. stock exchange

                                                      DOMESTIC GROWTH FUNDS ___

<PAGE>
- --------------------------------------------------------------------------------
                                E V E R G R E E N
- --------------------------------------------------------------------------------


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 account 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 (net asset value).




__ DOMESTIC GROWTH FUNDS

THE TAX CONSEQUENCES OF INVESTING IN THE FUNDS

You may be taxed in two ways:
o On Fund  distributions  (capital gains and dividends)
o 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 Fund distributes two types of taxable income to you:

o    Dividends.  The Fund pays either a monthly,  quarterly  or yearly  dividend
     from the dividends, interest and other income on the securities in which it
     invests.  The frequency of dividends for each particular Evergreen Domestic
     Growth Fund is listed under the Fund's  Investment  Strategy section in the
     summary of each Fund previously presented.

o    Capital  Gains.  When a mutual  fund sells a security it owns for a profit,
     the result is a capital gain.  Evergreen  Domestic  Growth 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.




<PAGE>

- --------------------------------------------------------------------------------
                                E V E R G R E E N
- --------------------------------------------------------------------------------


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. 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 Plans (SEPs),  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.


FEES AND EXPENSES OF THE FUNDS

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 Fees
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 the  average  daily net
assets of Class A shares  and up to 1.00% of the  average  daily  net  assets of
Class B shares and Class C shares are payable as 12b-1 fees. However,  currently
the 12b-1 fees for Class A shares are limited to 0.25% of the average  daily net
assets of the class. These fees increase the cost of your investment. The higher
12b-1 fees imposed on Class B and Class C shares may, over time,  cost more than
the initial sales charge of Class A shares.  The purpose of the 12b-1 fees is to
promote the sale of more shares of the Funds to the public.  The Funds 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 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  net  asset  value 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;  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.


                                                     DOMESTIC GROWTH FUNDS  ___


<PAGE>



- --------------------------------------------------------------------------------
                                E V E R G R E E N
- --------------------------------------------------------------------------------



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: Omega
Fund,  Small Company Growth Fund,  Strategic  Growth Fund, Tax Strategic  Equity
Fund,  Masters Fund, Growth Fund and Capital Growth Fund for each fiscal year or
period  shown;  and for the  Evergreen  Fund,  Aggressive  Growth Fund and Stock
Selector Fund for the fiscal year ended September 30, 1999. The following tables
have been derived from financial  information audited by  PricewaterhouseCoopers
LLP: Evergreen Fund for each fiscal year or period of the four-year period ended
September  30,1998 ; Aggressive Growth Fund for each fiscal year or period ended
September 30, 1995 to September 30, 1998; and Stock Selector Fund for the fiscal
period ended September 30, 1998.



 For a more complete picture of the Funds' financial statements,  please see the
Funds' Annual Report as well as the Statement of Additional Information.



Financial Highlights to be provided by amendment.


<PAGE>




- --------------------------------------------------------------------------------
                                E V E R G R E E N
- --------------------------------------------------------------------------------


OTHER FUND PRACTICES

The Funds may  invest in  futures  and  options.  If a Fund  invests  in foreign
securities, it may also invest in foreign currencies.  The Funds may also engage
in short sales.  Such practices are used to hedge a Fund's  portfolio to protect
against  changes  in  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.


In addition, the Funds may borrow money and lend their securities.  Borrowing is
a form of leverage,  which 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.













































___  DOMESTIC GROWTH FUNDS


<PAGE>



- --------------------------------------------------------------------------------
                                E V E R G R E E N
- --------------------------------------------------------------------------------
                                      Notes





















































DOMESTIC GROWTH FUNDS   __


<PAGE>



- --------------------------------------------------------------------------------
                                E V E R G R E E N
- --------------------------------------------------------------------------------

                                 Evergreen Funds



<PAGE>


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 Municipal Money Market Fund
U.S. Government Money Market Fund


Tax-Advantaged

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


Income

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


Balanced

Balanced Fund
Capital Balanced Fund
Foundation Fund
Tax Strategic Foundation Fund

Growth & Income

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


Domestic Growth

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

Global International

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


Express Line
800.346.3858

Investor Services
800.343.2898









__  DOMESTIC GROWTH FUNDS


<PAGE>



- --------------------------------------------------------------------------------
                      Q U I C K   R E F E R E N C E   G U I D E
- --------------------------------------------------------------------------------


<PAGE>




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


2        Investor services
             Call 1-800-343-2898
             Monday through Friday, 8 a.m. to 6 p.m. Eastern time to
         o        buy, redeem or exchange shares
         o        order applications
         o        get assistance with your account


3        Information Line for Hearing and Speech
         Impaired (TTY/TDD)
             Call 1-800-343-2888
             Monday through Friday, 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
         o        to buy, redeem or exchange shares
         o        to change the registration on your account
         o        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 will 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  Semiannual  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 Domestic Growth 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 the Fund's 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.  In  addition,  any of these
documents,  with the exception of the SAI, may be downloaded  off our website at
www.evergreen-funds.com.


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.
                               125 W. 55th Street
                            New York, New York 10019                (811-08413)
48811                                                               536122  RV5

                                                                 BULK RATE
                                                               U.S. POSTAGE
                                                                    PAID
                                                               PERMIT NO. 19
                                                                 HUDSON, MA

Evergreen Logo

Evergreen Funds
    Since 1932

201 South College St.
Charlotte, NC 28288
<PAGE>


                             EVERGREEN EQUITY TRUST

                                    PART A

                                   PROSPECTUS
<PAGE>



               EVERGREEN EQUITY AND INCOME FUNDS



         Evergreen Capital Balanced Fund
         (formerly Mentor Balanced Portfolio)

         Evergreen High Income Fund
         (formerly Mentor High Income Portfolio)

         Evergreen Quality Income Fund
         (formerly Mentor Quality Income Portfolio)

         Evergreen Perpetual Global Fund
         (formerly Mentor Perpetual Global Portfolio)




Class A
Class B
Class C
Class Y





Prospectus, February 1, 2000

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.




FUND RISK/RETURN SUMMARIES:..........................

Overview of Fund Risks..............................1

Evergreen Capital Balanced Fund.....................2

Evergreen High Income Fund..........................4

Evergreen Quality Income Fund.......................4

Evergreen Perpetual Global Fund.....................6

GENERAL INFORMATION:

The Funds' Investment Advisors......................8
The Funds' Portfolio Managers.......................8
Calculating the Share Price.........................8
How to Choose an Evergreen Fund.....................9
How to Choose the Share Class
That Best Suits You.................................9
How to Buy Shares..................................12
How to Redeem Shares...............................13
Other Services.....................................14
The Tax Consequences of
Investing in the Funds.............................14
Fees and Expenses of the Funds.....................15
Financial Highlights...............................16
Other Fund Practices...............................22






Fund Summaries Key

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

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.

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?

Risk Factors
What are the specific risks for an investor in the Fund?

Performance
How well has the Fund performed in the past year? The past five years?  The past
ten years?

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 EQUITY AND INCOME FUNDS

In general,  Funds included in this prospectus invest in a diversified portfolio
of equity and fixed-income securities which the investment advisor believes will
produce  capital  growth and current  income  (Capital  Balanced),  high current
income (High Income,  Quality Income) or long-term growth of capital  (Perpetual
Global).

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

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

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

Following  are some of the most  important  factors that may affect the value of
your investment. Other factors may be described in the discussion following this
overview:

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 certain  dividend
paying stocks tends to fall.  If the Fund invests a  significant  portion of its
portfolio in either debt securities or stocks  purchased  primarily for dividend
income,  if interest rates rise,  then the value of your investment may decline.
When interest rates go down,  interest earned by the Fund on its debt securities
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,  the value of your  investment may decline if an issuer fails to pay
an obligation on a timely basis.

Foreign Investment Risk
If your Fund  invests  in  non-U.S.  securities  it could be  exposed 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 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.

Market Capitalization Risk
Stocks fall into three broad market  capitalization  categories - large,  medium
and small.  Investing  primarily  in one  category  carries the risk that due to
current market  conditions that category may be out of favor with investors.  If
valuations  of  large  capitalization  companies  appear  to be  greatly  out of
proportion  to the  valuations  of small  or  medium  capitalization  companies,
investors may migrate to the stocks of small and mid-sized  companies  causing a
Fund that  invests in these  companies  to increase in value more rapidly than a
Fund that  invests in larger,  fully-valued  companies.  Investing in medium and
small  capitalization  companies may be subject to special risks associated with
narrower product lines, more limited  financial  resources,  smaller  management
groups,  and a more limited  trading  market for their  stocks as compared  with
larger  companies.  As a  result,  stocks  of small  and  medium  capitalization
companies may decline significantly in market downturns.

Investment Style Risk
Securities  with  different  characteristics  tend to  shift in and out of favor
depending upon market and economic conditions as well as investor  sentiment.  A
fund may outperform  other funds that employ a different  style. A fund may also
employ a combination of styles that impact its risk characteristics. Examples of
different styles include growth and value  investing.  Growth stocks may be more
volatile  than  other  stocks  because  they  are  more  sensitive  to  investor
perceptions of the issuing  company's  growth  potential.  Growth oriented funds
will typically  underperform when value investing is in favor.  Value stocks are
those which are out of favor or  undervalued in comparison to their peers due to
adverse  business  developments  or other  factors.  Value  oriented  funds will
typically underperform when growth investing is in favor.



<PAGE>

CAPITAL BALANCED FUND

FUND  FACTS:

Goal:
o        Capital Growth
o        Current Income

Principal Investments:
o        Equity Securities of Large U.S. Companies
o        Investment Grade Fixed-Income Securities

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

Investment Advisor:
o        Mentor Investment
         Advisors, LLC

Portfolio Managers:
o        John G. Davenport
o        P. Michael Jones

NASDAQ Symbols:
o         EBLAX (Class A)
o         EBATX (Class C)

Dividend Payment Schedule:
o        Quarterly


Investment Goal

The Fund seeks capital growth and current income.

investment Strategy

The  Fund  invests  in  a  diversified  portfolio  of  equity  and  fixed-income
securities  which the  investment  advisor  believes  will  produce both capital
growth and current  income.  In order to achieve  this  objective,  the Fund may
invest in almost any type of security and will  consider  such factors as growth
in value,  current income and stability of principal  when choosing  securities.
The investment advisor will adjust the proportions of the Fund's assets invested
in the different types of securities in response to changing market  conditions.
Under normal  circumstances,  the Fund will invest at least 25% of its assets in
fixed-income securities and 25% of its assets in equity securities.

The Fund will invest primarily in investment grade debt securities and preferred
stocks.  Under  normal  market  conditions  the Fund  will  seek to  maintain  a
portfolio  of such  securities  with a  dollar-weighted  average  rating of A or
better. A security will be considered to be of "investment grade" quality if, at
the time of  investment  by the  Fund,  it is rated  at  least  Baa3 by  Moody's
Investors Service, Inc. (Moody's) or BBB- or better by Standard & Poor's Ratings
Services (S&P) or which, if unrated,  are deemed by the investment advisor to be
of comparable quality.

The Fund's equity portion is primarily  invested in the securities of large U.S.
companies,  including common and preferred stocks.  The Fund's portfolio manager
employs a diversified  style of equity  management  which allows for considering
both growth and value factors in choosing stocks.  The Fund's portfolio  manager
looks for high quality companies with strong growth levels at what the portfolio
managers  believe are reasonable  prices.  Additionally,  the Fund may invest in
foreign securities.

The Fund may  temporarily  invest up to 100% of its assets 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 goal, and if employed could result in a lower return and
loss of market opportunity.

Risk Factors

Your  investment in the Fund is subject to the risks  discussed in the "Overview
of Fund Risks" on page 1 under the headings:

Stock Market Risk
Interest Rate Risk
Credit Risk
Foreign Investment Risk
Market Capitalization Risk
Investment Style Risk

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


<PAGE>

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 C shares of the Fund
in each calendar  year since its  inception on  6/21/1994.  It should give you a
general idea of how the Fund's return has varied from  year-to-year.  This graph
includes the effects of Fund  expenses but not sales  charges.  Returns would be
lower if sales charges were included.

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

1995         1996         1997          1998         1999
24.52%      18.96%       25.43%        20.16%          %

Best Quarter:        4th Quarter 1998          +11.78%
Worst Quarter:       3rd Quarter 1999           -4.63%

This next table lists the Fund's  average  annual total return by class over the
past one and five  years and since  inception  (through  12/31/1999),  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 the Lehman  Brothers
Aggregate   Bond   Index   (LBABI).   The  S&P  500   Index  is  an   unmanaged,
market-value-weighted  index of 500 widely held domestic common stocks. LBABI is
an   unmanaged   fixed   income  index  of  U.S.   government,   corporate   and
mortgage-backed   securities.  An  index  does  not  include  transaction  costs
associated with buying and selling securities nor any management fees. It is not
possible to invest directly in an index.

Average Annual Total Return
(for the period ended 12/31/1999)*
                                                Performance
         Inception                                 Since
       Date of Class 1 year   5 year   10 year   6/21/1994

Class A  9/16/1998     %        %       N/A         %
Class B 10/18/1999     %        %       N/A         %
Class C  6/21/1994     %        %       N/A         %
Class Y  9/16/1998     %        %       N/A         %
LBABI                  %        %       N/A         %
S&P 500                %        %       N/A         %

* Historical  performance  shown for Classes A, B and Y prior to their inception
is based on the  performance  of Class C,  the  original  class  offered.  These
historical  returns  for  Classes A and Y 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 12b-1 fees.  If these
fees had been reflected, returns for Classes A and Y would have been higher.

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)

Shareholder Transaction Expenses    Class A     Class B     Class C     Class Y

Maximum sales charge imposed on       4.75%      None        None        None
purchases  (as a % of
offering price)

Maximum deferred sales charge         None*      5.00%       1.00%       None
(as a % of either the redemption
amount or initial investment whichever
is lower)

* 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)+

          Management   12b-1     Other      Total Fund
             Fees      Fees    Expenses  Operating Expenses
Class A      0.75%     0.25%     0.48%         1.48%
Class B++    0.75%     1.00%     0.48%         2.23%
Class C      0.75%     1.00%     0.48%         2.23%
Class Y      0.75%     0.00%     0.48%         1.23%

+Restated to reflect current fees for the fiscal year ended 9/30/1999.
++ Estimated for the fiscal year ending 9/30/2000.

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

              Assuming Redemption at           Assuming
                   End of Period             No Redemption
After:     Class AClass B Class C Class Y  Class B Class C
1 year      $618   $726    $326    $125     $226    $226
3 years     $921   $997    $697    $390     $697    $697
5 years    $1,245 $1,395  $1,195   $676    $1,195  $1,195
10 years   $2,159 $2,287  $2,565  $1,489   $2,287  $2,565


<PAGE>
HIGH INCOME

FUND  FACTS:

Goals:
o        High Current Income
o        Capital Growth

Principal Investment:
o        Lower- and Higher-rated Fixed-Income Securities

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

Investment Advisor:
o        Mentor Investment
         Advisors, LLC

Portfolio Managers:
o        Timothy Anderson
o        P. Michael Jones

NASDAQ Symbols:
o        EHIAX (Class A)
o        EHBCX (Class C)

Dividend Payment Schedule:
o        Monthly


Investment Goal

The Fund seeks a high level of current  income.  Capital  growth is a  secondary
objective when consistent with the objective of seeking high current income.

Investment Strategy

The  Fund  may  invest  in  both  lower-rated  and   higher-rated   fixed-income
securities,  including debt securities,  convertible  securities,  and preferred
stocks that are consistent with its primary investment objective of high current
income.  The  Fund's  remaining  assets  may be held in  cash  or  money  market
instruments,  or invested in common stocks and other equity securities. The Fund
may at times hold a  substantial  portion of its assets in  mortgage-backed  and
other asset-backed securities.  The Fund may invest in foreign securities.

The Fund may invest in securities of any maturity.  The investment  advisor will
adjust the expected  average life of the investments  held in the Fund from time
to time,  depending on its assessment of relative yields and risks of securities
of  different  maturities  and its  expectations  of future  changes in interest
rates. At times when the expected  average life of the  investments  held by the
Fund is longer,  the values of the  securities  held by the Fund will  generally
change  more in  response  to changes in  interest  rates than at times when the
expected average life is shorter.

The Fund may invest any portion of its assets (and normally will invest at least
65% of its assets) in  securities  rated Baa or lower by Moody's or BBB or lower
by S&P, and in unrated securities  determined by the investment advisor to be of
comparable  quality,  in an attempt to capture  higher  yields.  The Fund may at
times invest up to 10% of its assets in securities rated in the lower grades (Ca
or C in the case of  Moody's  and CC,  C or D in the  case of S&P or in  unrated
securities determined by the investment advisor to be of comparable quality), if
the  investment  advisor  believes  that there are prospects for an upgrade in a
security's rating or a favorable conversion of a security into other securities.

The Fund seeks its secondary  objective of capital growth,  when consistent with
its primary objective of seeking high current income, by investing in securities
which  may be  expected  to  appreciate  in  value as a result  of  declines  in
long-term interest rates or of favorable  developments affecting the business or
prospects of the issuer which may improve the issuer's  financial  condition and
credit rating.

The Fund may  temporarily  invest up to 100% of its assets 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 goal, and if employed could result in a lower return and
loss of market opportunity.

Risk Factors

Your  investment in the Fund is subject to the risks  discussed in the "Overview
of Fund Risks" 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."


<PAGE>

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 A shares of the Fund
in each calendar  year since its  inception on  6/23/1998.  It should give you a
general idea of how the Fund's return has varied from  year-to-year.  This graph
includes the effects of Fund  expenses but not sales  charges.  Returns would be
lower if sales charges were included.

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

1999
%

Best Quarter:       4th  Quarter 1998                 +3.77%
Worst Quarter:      3rd  Quarter 1998                 -7.61%

This next table lists the Fund's  average  annual total return by class over the
past year and since inception (through  12/31/1999),  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 Merrill  Lynch High Yield Master Index II (MLHYM2),  which
provides a broad-based  measure of the performance of the  non-investment  grade
U.S.  domestic  bond  market.  An  index  does  not  include  transaction  costs
associated with buying and selling securities nor any management fees. It is not
possible to invest directly in an index.

Average Annual Total Return
(for the period ended 12/31/1999)*
                                                Performance
          Inception                               Since
       Date of Class 1 year   5 year   10 year   6/23/1998

Class A  6/23/1998     %       N/A      N/A         %
Class B 10/18/1999     %       N/A      N/A         %
Class C  6/23/1998     %       N/A      N/A         %
Class Y 10/18/1999     %       N/A      N/A         %
MLHYM2                 %       N/A      N/A         %

*Historical  performance  shown for Classes B and Y prior to their  inception is
based on the  performance of Class A, one of the original  classes offered along
with  Class  C.  These  historical  returns  for  Classes  B and Y 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
12b-1  fees.  If these fees had been  reflected,  returns for Class B would have
been lower while returns for Class Y would have been higher.


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)

Shareholder Transaction Expenses    Class A     Class B     Class C     Class Y

Maximum sales charge imposed on       4.75%      None        None        None
purchases  (as a % of
offering price)

Maximum deferred sales charge         None*      5.00%       1.00%       None
(as a % of either the redemption
amount or initial investment whichever
is lower)

* 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)+

           Management  12b-1     Other       Total Fund
              Fees     Fees    Expenses  Operating Expenses
Class A       0.70%    0.25%     0.30%         1.25%
Class B++     0.70%    1.00%     0.30%         2.00%
Class C       0.70%    1.00%     0.30%         2.00%
Class Y       0.70%    0.00%     0.30%         1.00%

+   Restated to reflect current fees for the fiscal year ended 9/30/1999.
++  Estimated for the fiscal year ending 9/30/2000.

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

              Assuming Redemption at           Assuming
                    End of Period            No Redemption
After:     Class AClass B Class C Class Y  Class B Class C
1 year      $596   $703    $303    $102     $203    $203
3 years     $853   $927    $627    $318     $627    $627
5 years    $1,129 $1,278  $1,078   $552    $1,078  $1,078
10 years   $1,915 $2,043  $2,327  $1,225   $2,043  $2,327

<PAGE>

QUALITY INCOME

FUND  FACTS:

Goals:
o        High Current Income Consistent with Prudent Risk

Principal Investment:
o        Higher-Rated Debt Securities

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

Investment Advisor:
o        Mentor Investment Advisors, LLC

Portfolio Managers:
o        Timothy Anderson
o        Jan Buskop
o        Dennis Clary
o        P. Michael Jones
o        Todd C. Kuimjian

NASDAQ Symbols:
o        EQUAX (Class A)
o        EQUTX (Class C)

Dividend Payment Schedule:
o        Monthly

Investment Goal

The Fund seeks high current income  consistent with what the investment  advisor
believes to be prudent risk.

Investment Strategy

The Fund may invest in debt  securities ,  including  both U.S.  government  and
corporate  obligations,  and in  other  income-producing  securities,  including
preferred stocks and dividend-paying common stocks. Normally the Fund invests at
least 80% of its assets in U.S.  government  securities and in other  securities
rated at  least A by  Moody's  or S&P,  or at a  comparable  rating  by  another
nationally  recognized rating  organization,  or, if unrated,  determined by the
investment  advisor  to be of  comparable  quality.  The  Fund  may  invest  the
remaining  20% of its assets in  lower-rated  securities,  including  securities
rated  below  investment  grade (or, if unrated,  determined  by the  investment
advisor to be of comparable  quality.) The Fund will not invest more than 10% of
its assets in securities rated Ca or below by Moody's or CC or below by S&P. The
Fund may invest in foreign securities.

The investment advisor may take full advantage of the entire range of maturities
of the  securities  in which the Fund may  invest  and may  adjust  the  average
maturity of the Fund's securities from time to time, depending on its assessment
of relative  yields on securities of different  maturities and  expectations  of
future changes in interest rates.  The Fund may invest any portion of its assets
in  mortgage-backed  certificates  and other securities  representing  ownership
interests in mortgage pools, including  collateralized  mortgage obligations and
certain  stripped  mortgage-backed   securities  (including  certain  "residual"
interests),  and in other asset-backed securities.  The Fund may also invest any
portion of its assets in securities  representing  secured or unsecured interest
in other types of assets, such as automobile finance or credit card receivables.

The Fund may  temporarily  invest up to 100% of its assets 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 goal, and if employed could result in a lower return and
loss of market opportunity.

Risk Factors

Your  investment in the Fund is subject to the risks  discussed in the "Overview
of Fund Risks" on page 1 under the headings:

Interest Rate Risk
Credit Risk
Foreign Investment Risk
Below Investment Grade Bond Risk
Mortgage-Backed Securities Risk

"Residual" interests represent the right to any excess cash flow remaining after
all other  payments are made among the various  tranches of interests  issued by
structured  mortgage-backed vehicles. The values of such interests are extremely
sensitive to changes in interest rates and in prepayment rates on the underlying
mortgages.  In the  event of a  significant  change in  interest  rates or other
market conditions, the value of an investment by the Fund in such interest could
be substantially  reduced and the Fund may be unable to dispose of the interests
at prices  approximating the values the Fund had previously  assigned to them or
to recoup its initial investment in the interests.

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

<PAGE>

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 A shares of the Fund in each  calendar  year
since its inception on  4/29/1992.  It should give you a general idea of how the
Fund's return has varied from  year-to-year.  This graph includes the effects of
Fund expenses but not the sales charges. Returns would be lower if sales charges
were included.

Year-by-Year Total Return for Class A Shares (%)
1993     1994     1995     1996     1997    1998     1999
4.61%   -4.26%   17.96%    2.60%    8.35%   6.65%     %

Best Quarter:      2nd Quarter 1995           5.34%
Worst Quarter:     1st Quarter 1994          -3.62%

This next table lists the Fund's  average  annual total return by class over the
past one and five  years and since  inception  (through  12/31/1999),  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 Merrill Lynch 5-7 Year Government  Index
(ML5-7YGI),  which is adjusted to reflect reinvestment of interest on securities
in the index. An index does not include transaction costs associated with buying
and selling  securities  nor any  management  fees. It is not possible to invest
directly in an index.

Average Annual Total Return
(for the period ended 12/31/1999)*
                                                Performance
        Inception                                 Since
       Date of Class 1 year   5 year   10 year   4/29/1992
Class A  4/29/1992     %        %       N/A         %
Class B 10/18/1999     %        %       N/A         %
Class C  4/29/1992     %        %       N/A         %
Class Y 11/19/1997     %        %       N/A         %
ML5-7YGI               %        %       N/A         %

*Historical  performance  shown for Classes B and Y prior to their  inception is
based on the  performance of Class A, one of the original  classes offered along
with  Class  C.  These  historical  returns  for  Classes  B and Y 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
12b-1  fees.  If these fees had been  reflected,  returns for Class B would have
been lower  while  returns  for Class Y would have been  higher.  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)

Shareholder Transaction Expenses    Class A     Class B     Class C     Class Y

Maximum sales charge imposed on       4.75%      None        None        None
purchases  (as a % of
offering price)

Maximum deferred sales charge         None*      5.00%       1.00%       None
(as a % of either the redemption
amount or initial investment whichever
is lower)

* 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) +
          Management   12b-1   Other       Total Fund
             Fees      Fees  Expenses  Operating Expenses+++
Class A      0.60%     0.25%     0.32%        1.17%
Class B++    0.60%     1.00%     0.32%        1.92%
Class C      0.60%     1.00%     0.32%        1.92%
Class Y      0.60%     0.00%     0.32%        0.92%

+Restated to reflect current fees for the fiscal year ended 9/30/1999.
++ Estimated for the fiscal year ending 9/30/2000.
+++From time to time,  the Fund's  investment  advisor  may, at its  discretion,
reduce or waive its fees or  reimburse  a Fund for  certain of its  expenses  in
order to reduce expense ratios.  The Fund's  investment  advisor may cease these
waivers or reimbursements at any time. The Annual Fund Operating Expenses do not
reflect fee waivers and expense  reimbursements.  Including  current fee waivers
and expense  reimbursements  and restating to reflect  current fees,  Total Fund
Operating  Expenses  would have been 1.05% for Class A, 1.80% for Class B, 1.80%
for Class C and 0.80% for Class Y.

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
              Assuming Redemption at            Assuming
                  End of Period              No Redemption
After:     Class AClass B Class C  Class Y  Class B  Class C
1 year      $589   $695    $295      $94      $195     $195
3 years     $829   $903    $603     $293      $603     $603
5 years    $1,088 $1,237  $1,037    $509    $1,037   $1,037
10 years   $1,828 $1,957  $2,243  $1,131    $1,957   $2,243

<PAGE>

PERPETUAL GLOBAL

FUND  FACTS:

Goals:
o        Long-Term Growth of Capital

Principal Investment:
o        Global Equity Securities

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

Investment Advisor:
o        Mentor Perpetual Advisors, LLC

Portfolio Managers:
o        Ian Brady
o        Kathryn Langridge
o        Scott McGlashan
o        Margaret Roddan
o        Stephen Whittaker

NASDAQ Symbols:
o        EPGLLX (Class A)
o        EPGTX (Class C)

Dividend Payment Schedule:
o        Annually

PERPETUAL GLOBAL fund

Investment Goal
The Fund seeks long-term growth of capital.

Investment Strategy
The Fund invests in a  diversified  portfolio of marketable  securities  made up
primarily of equity  securities,  including  common  stocks,  preferred  stocks,
securities  convertible  into common stocks and warrants.  The Fund's  portfolio
managers choose equity  securities across all market  capitalizations.  The Fund
may also invest in debt securities and other fixed-income  securities of private
or governmental issuers (including zero-coupon  securities) which the investment
advisor believes to be consistent with the Fund's objective. Except as described
below,  debt and  fixed-income  securities  in which the Fund may invest will be
investment grade securities or those of equivalent  quality as determined by the
investment  advisor.  The Fund may invest up to 5% of its total  assets in below
investment grade debt securities or securities deemed by the investment  advisor
to be of comparable quality.

It is expected  that the Fund's  investments  will  normally  be spread  broadly
around the world,  although  (except as described in the next sentence) there is
no limit on the amount of the Fund's  assets  that may be invested in any single
country.  Under normal  circumstances,  the Fund will invest at least 65% of the
value of its total  assets in  securities  of at least three  countries,  one of
which may be the U.S.  The Fund may invest all of its  assets in  securities  of
issuers  outside the U.S.,  and for  temporary  defensive  purposes may at times
invest all of its assets in  securities of U.S.  issuers.  It is likely that, at
times,  a portion of the Fund's assets will be invested in securities of issuers
in emerging markets, including under-developed and developing nations.

The Fund may  temporarily  invest up to 100% of its assets 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 goal, and if employed could result in a lower return and
loss of market opportunity.

Risk Factors
Your  investment in the Fund is subject to the risks  discussed in the "Overview
of Fund Risks" on page 1 under the headings:

Stock Market Risk
Below Investment Grade Bond Risk
Foreign Investment Risk
Market Capitalization Risk
Investment Style Risk

In addition,  the Fund may also be subject to an emerging  markets risk. An
"emerging market" is any country considered to be emerging or developing,  has a
relatively low gross national product, but the potential for rapid growth (which
can lead to  instability).  Investing in securities of emerging  countries has a
diversity of risk.  Emerging  countries are generally  small and rely heavily on
international  trade and could be adversely effected by the economic  conditions
in the countries with which they trade.  There is also a possibility of a change
in the political climate,  nationalization,  diplomatic  developments (including
war),  and social  instability.  Such  countries may  experience  high levels of
inflation or deflation and currency devaluation. Investments in emerging markets
are considered to be speculative.

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

<PAGE>

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 A shares of the Fund
in each calendar  year since its  inception on  3/29/1994.  It should give you a
general idea of how the Fund's return has varied from  year-to-year.  This graph
includes the effects of Fund  expenses but not sales  charges.  Returns would be
lower if sales charges were included.

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

1995         1996         1997          1998         1999
22.11%      14.41%       13.22%        17.19%          %

Best Quarter:       4th Quarter 1998          +18.43%
Worst Quarter:      3rd Quarter 1998          -13.13%

This next table lists the Fund's  average  annual total return by class over the
past one and five  years and since  inception  (through  12/31/1999),  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 Morgan Stanley Capital International World
Index (MSCIWI), which is an arithmetic average, weighted by market value, of the
performance of approximately1,450 securities listed on the stock exchanges of 20
countries including the U.S., Europe, Canada, Australia, New Zealand and the Far
East. An index does not include  transaction  costs  associated  with buying and
selling  securities  nor any  management  fees.  It is not  possible  to  invest
directly in an index.

Average Annual Total Return
(for the period ended 12/31/1999)*
                                                Performance
        Inception                                  Since
       Date of Class 1 year   5 year   10 year   3/29/1994
Class A  3/29/1994     %        %       N/A         %
Class B 10/18/1999     %        %       N/A         %
Class C  3/29/1994     %        %       N/A         %
Class Y 11/19/1997     %        %       N/A         %
MSCIWI                 %        %       N/A         %

* Historical  performance  shown for Classes B and Y prior to their inception is
based on the  performance of Class A, one of the original  classes offered along
with  Class  C.  These  historical  returns  for  Classes  B and Y 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
12b-1  fees.  If these fees had been  reflected,  returns for Class B would have
been lower while returns for Class Y would have been higher.

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)

Shareholder Transaction Expenses    Class A     Class B     Class C     Class Y

Maximum sales charge imposed on       4.75%      None        None        None
purchases  (as a % of
offering price)

Maximum deferred sales charge         None*      5.00%       1.00%       None
(as a % of either the redemption
amount or initial investment whichever
is lower)

* 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) +

          Management   12b-1     Other      Total Fund
             Fees      Fees    Expenses  Operating Expenses
Class A      1.03%     0.25%     0.55%         1.83%
Class B++    1.03%     1.00%     0.55%         2.58%
Class C      1.03%     1.00%     0.55%         2.58%
Class Y      1.03%     0.00%     0.55%         1.58%

+Restated to reflect current fees for the fiscal year ended 9/30/1999.
++ Estimated for the fiscal year ending 9/30/2000.

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

              Assuming Redemption at             Assuming
                   End of Period               No Redemption
After:     Class AClass B Class C  Class Y   Class B   Class C
1 year      $652   $761    $361     $161       $261      $261
3 years    $1,023 $1,102   $802     $499       $802      $802
5 years    $1,418 $1,570  $1,370    $860     $1,370    $1,370
10 years   $2,521 $2,646  $2,915   $1,878    $2,646    $2,915

<PAGE>

The Funds' Investment Advisors
The investment  advisor  manages a Fund's  investments  and supervises its daily
business  affairs.  There  are  two  investment  advisors  for  the  Funds.  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  $____billion  in  consolidated  assets  as  of  12/31/1999.   First  Union
Corporation is located at 301 South College  Street,  Charlotte,  North Carolina
28288-0630.

Mentor Investment Advisors, LLC (Mentor Advisors) is the investment advisor to:

o        Evergreen Capital Balanced Fund
o        Evergreen High Income Fund
o        Evergreen Quality Income Fund

Mentor  Advisors  serves as investment  advisor to __ of the Evergreen Funds and
currently has over $15 billion in assets under  management.  Mentor  Advisors is
located at 901 East Byrd Street, Richmond, Virginia 23219.

Mentor Perpetual Advisors, LLC (Mentor Perpetual) is the investment advisor to:

Evergreen Perpetual Global Fund

Mentor  Perpetual,  an  investment  advisory  firm  organized in 1995,  is owned
equally by Perpetual plc, a diversified  financial services holding company, and
Mentor  Advisors.  The  Perpetual  organization  currently  serves as investment
advisor for assets of more than $14  billion.  Its  clients  include 28 unit and
investment   trusts  and  other  public   investment  pools  including   private
individuals,  charities,  pension  plans and life  assurance  companies.  Mentor
Perpetual is located at 901 East Byrd Street, Richmond, Virginia 23219.

For the fiscal  year ended  9/30/1999,  aggregate  advisory  fees paid to Mentor
Advisors and Perpetual Advisors by the Funds were as follows:

                               % of the Fund's average
Fund                                    daily net assets
Evergreen Capital Balanced Fund               0.75%
Evergreen High Income Fund                    0.70%
Evergreen Quality Income Fund                 0.44%
Evergreen Perpetual Global Fund               1.03%

Year 2000 Compliance
The investment advisors and other service providers for the Evergreen Funds have
given  representations  of readiness and are continuing to take 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 invest may be  adversely  affected by Year 2000  problems.  Such
problems could negatively impact the value of the Funds' securities.

THE FUNDS' PORTFOLIO MANAGERS

Capital Balanced Fund
John G. Davenport and P. Michael Jones have co-managed the Fund since June 1994.

Mr.  Davenport,  CFA, has been a Managing  Director,  portfolio manager and team
leader for the large  capitalization  growth  team with  Mentor  Advisors  since
[month] 1992.

Mr. Jones, CFA, has been a Managing Director,  portfolio manager and team leader
for the fixed-income team since joining Mentor Advisors in [month] 1993.

High Income Fund
Timothy Anderson and P. Michael Jones have co-managed the Fund since June 1999.

Mr. Anderson,  CFA, has been a Senior Vice President and portfolio  manager
with Mentor Advisors since [month year].  Prior to joining Mentor  Advisors,  he
was a senior fixed income analyst at Investment Advisors, Inc. from [month year]
to [month year].

Mr. Jones, CFA, has been a Managing Director,  portfolio manager and team leader
for the fixed-income team since joining Mentor Advisors in [month] 1993.

Quality Income Fund
The Fund is managed by a team of investment professionals.

Timothy  Anderson,  CFA, has been a Senior Vice President and portfolio  manager
with Mentor Advisors since [month year].  Prior to joining Mentor Advisors,  Mr.
Anderson was a senior fixed income  analyst at  Investment  Advisors,  Inc. from
[month year] to [month year].

Jan J. Buskop,  CFA, has been a Senior Vice President and portfolio manager with
Mentor Advisors since March 1999. Prior to joining Mentor  Advisors,  Mr. Buskop
was a senior portfolio manager at Chase Bank of Texas.

Dennis L. Clary,  CFA, has been a Senior Vice  President and  portfolio  manager
with Mentor Advisors since [month year].  Prior to joining Mentor Advisors,  Mr.
Clary was a senior portfolio manager at First America Investment Corporation.

P. Michael Jones, CFA, has been a Managing Director,  portfolio manager and team
leader for the fixed-income team since joining Mentor Advisors in [month] 1993.

Todd C. Kuimjian has been a portfolio  manager at Mentor  Advisors  since [month
year].  From [month  year] until  [month  year] Mr.  Kuimjian was a fixed income
research analyst with Mentor Advisors.

Perpetual Global Fund
The Fund is managed by a team of investment professionals.

Ian Brady is the  American  Team Leader for the Fund.  Mr. Brady has been a
portfolio  manager at Mentor  Perpetual  since  [month  year].  Prior to joining
Mentor Perpetual........

Kathryn  Langridge  is the  Southeast  Asia Team  Leader for the Fund.  Ms.
Langridge has been a portfolio manager with Mentor Perpetual since [month] 1990.

Scott McGlashan is the Far East Team Leader for the Fund. Mr. McGlashan has
been a portfolio manager with Mentor Perpetual since [month year].

Margaret Roddan is the Europe Team Leader for the Fund. Ms. Roddan has been
a portfolio manager with Mentor Perpetual since [month year].

Stephen  Whittaker is the UK Team Leader for the Fund.  Mr.  Whittaker  has
been a portfolio manager with Mentor Perpetual since [month year].


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 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.

Certain  Funds may invest in foreign  securities  that are  primarily  listed on
foreign  exchanges  that trade on  weekends or other days when the Fund does not
price  its  shares.  As a  result,  the NAV of the Fund may  change on days when
investors will not be able to purchase or redeem the Fund's shares.

How To Choose AN EVERGREEN Fund

When choosing an Evergreen Fund, you should:
o    Most importantly, read the prospectus to see if the Fund is suitable for
     you.
o    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.
o    Request any  additional  information  you want about the Fund,  such as the
     Statement of Additional  Information  (SAI),  Annual Report or  Semi-annual
     Report by calling 1-800-343-2898. In addition, any of these documents, with
     the  exception  of  the  SAI,  may  be   downloaded   off  our  website  at
     www.evergreen-funds.com.

How To Choose The Share
Class That Best Suits You

After  choosing a Fund, you select a share class.  Each Fund in this  prospectus
offers 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% but you do not pay a deferred  sales charge.  This charge is deducted from
your investment  before it is invested.  The actual charge depends on the amount
invested, as shown below:

                      As a % of     As a %         Dealer
  Your             NAV excluding   of your      commission
Investment          sales charge  investment    as a % of NAV
  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%

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.

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 the 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 the 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.  ("EDI"),  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:


The deferred sales charge  percentage is applied to the value of the shares when
purchased or when redeemed, whichever is less.

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.


   Time Held                                 Deferred  Sales  Charge
   Month of Purchase + Less than 1 year           1.00%
   Month of Purchase + 1 year or more                0%

Waiver of Class B or Class C 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:
o When the  shares  were purchased through reinvestment of dividends/capital
  gains
o Death or disability
o Lump-sum distribution from a 401(k) plan or other benefit plan qualified under
  ERISA
o Automatic  IRA  withdrawals  if your age is at least 59 1/2
o Automatic withdrawals of up to 1.0% of the account balance per month
o Loan proceeds and financial hardship distributions from a retirement plan
o Returns of excess contributions or excess deferral amounts made to a
  retirement plan participant

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., paid to EDI or its predecessor.

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 an  Evergreen  Fund  advised  by  Evergreen  Asset
Management  Corp.  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).

<PAGE>

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

                                   Initial     Additional
  Regular Accounts                 $1,000         None
  IRAs                              $250          None
  Systematic Investment Plan         $50           $25

<TABLE>
<CAPTION>
Method               Opening an Account                                            Adding to an Account
<S>                 <C>                                                              <C>
By Mail or through   o        Complete and sign the account application.           o        Make your check payable to
an Investment        o        Make the check payable to Evergreen Funds.                    Evergreen Funds
Professional         o        Mail the application and your check to the address   o        Write a note specifying:
                              below:                                                         - The Fund name
                              Evergreen Service Company      Overnight Address:              - Share class
                              200 Berkeley St.                 Evergreen Service Company     - Your account number
                              Boston, MA  02116-5039           P.O. Box 2121                 - The name(s) in which the account is
                                                               Boston, MA  02106-2121          registered.
                                                                                   o        Mail to the address to the left or
                                                                                            deliver to your investment
                     o        Or deliver them to your investment representative             representative
                              (provided he or she has a broker/dealer arrangement
                              with EDI.)

By Phone             o        Call 1-800-343-2898 to set up an account number      o        Call the Evergreen Express Line at
                              and get wiring instructions (call before 12 noon if           1-800-346-3858 24 hours a day or
                              you want wired funds to be credited that day).                1-800-343-2898 between 8 a.m. and 6
                     o        Instruct your bank to wire or transfer your                   p.m. Eastern time, on any business
                              purchase (they may charge a wiring fee).                      day.
                     o        Complete the account application and mail to:        o        If your bank account is set up on
                              Evergreen Service Company    Overnight Address:               file, you can request either:
                              200 Berkeley St.              Evergreen Service Company       -  Federal Funds Wire (offers
                              Boston, MA  02116-5039        P.O. Box 2121                      immediate access to funds) or
                                                            Boston, MA  02106-2121          -  Electronic transfer through the
                                                                                               Automated Clearing House which avoids
                                                                                               wiring fees.
                     o        Wires received after 4 p.m. Eastern time on market
                              trading days will receive the next market day's
                              closing price.*

By Exchange          o        You can make an additional  investment by
                              exchange from an existing Evergreen Funds account by
                              contacting your investment representative or calling
                              the Evergreen Express Line at 1-800-346-3858.**
                     o        You can only exchange shares within the same class.
                     o        There is no sales charge or redemption fee when exchanging Funds within the Evergreen Funds
                              family.***
                     o        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).*
                     o        Exchanges are limited to three per calendar quarter,
                              but in no event more than five per calendar year.
                     o        Exchanges   between   accounts  which  do  not  have
                              identical  ownership  must be made in writing with a
                              signature guarantee (see below).

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

<PAGE>

How To Redeem Shares

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

<TABLE>
<CAPTION>
Methods           Requirements
<S>               <C>
Call Us           o    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.
                  o    This service must be authorized  ahead of time,  and is only
                       available for regular  accounts.** o 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.*
                  o    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.
                  o    All telephone calls are recorded for your protection.  We
                       are not  responsible  for acting on  telephone  orders we
                       believe are genuine.
                  o    See exceptions  list below for requests that must be made in writing.

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

                  o    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)
                  o    See  exceptions  list  below  for  requests  that  must  be signature guaranteed.
                  o    To  redeem  from an IRA or other  retirement  account,  call 1-800-343-2898 for a special application.


Redeem  Your      o    You  may  also  redeem   your  shares   through   participating broker-dealers  by  delivering a letter as
Shares in Person       described  above to your broker-dealer.

                  o    A fee may be charged for this service.

Systematic        o    You can transfer  money  automatically  from your Fund account on a monthly or quarterly basis
Withdrawal             without redemption fees.
Plan (SWP)        o    The withdrawal can be mailed to you, or deposited directly to your bank account.
                  o    The minimum is $75 per month.
                  o    The maximum is 1% of your account per month or 3% per quarter.
                  o    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 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:
<TABLE>
<CAPTION>
<S>     <C>
o        You are redeeming more than $50,000.
o        You want the proceeds transmitted to a bank account not listed on the account.
                                                                                          Who Can Provide A Signature
o        You want the proceeds payable to anyone other than the registered                Guarantee:
         owner(s) of the account.
                                                                                            o        Commercial Bank
o        Either your address or the address of your bank account has been changed within    o        Trust Company
         30 days.                                                                           o        Savings Association
o        The account is registered in the name of a fiduciary corporation or any other      o        Credit Union
         organization.                                                                      o        Member of a U.S. stock
In these cases, additional documentation is required:                                                exchange
          corporate accounts: certified copy of corporate resolution
          fiduciary accounts: copy of the power of attorney or other governing document
</TABLE>

<PAGE>

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 (Class A, Class B and Class C only)
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 account 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 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.  This is the Fund's net asset
value, also sometimes referred to as the Fund's "NAV."

The Tax Consequences of Investing in the funds

You may be taxed in two ways:
o On Fund  distributions  (dividends and capital gains)
o 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 Funds will distribute two types of taxable income to you:

oDividends.  To the extent that the regular  dividends are derived from interest
   that is not tax exempt,  or from short-term  capital gains,  you will have to
   include them in your federal taxable income. Each Fund pays either a monthly,
   quarterly or annual dividend from the dividends, interest and other income on
   the securities in which it invests.  The frequency of dividends for each Fund
   is listed under the Fund Facts section in the summary of each Fund previously
   presented.

o  Capital Gains. When a mutual fund sells a security it owns for a profit,  the
   result is a capital gain. The Funds  generally  distribute  capital gains, if
   any,  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).

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.

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. 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 Plans,  (SEPs), 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.


FEES AND EXPENSES OF THE FUNDS

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 0.25 % of the average  daily net
assets of Class A and up to 1.00% of the average daily net assets of Class B and
Class C are  payable  as  12b-1  fees.  These  fees  increase  the  cost of your
investment.  The higher  12b-1 fees  imposed on Class B and Class C shares  may,
over  time,  cost  more than the  initial  sales  charge of Class A shares.  The
purpose  of the 12b-1 fee is to promote  the sale of more  shares of the Fund 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  net  asset  value 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;  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.

<PAGE>

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 tables
have been derived  from  financial  information  audited by KPMG LLP, the Funds'
independent  auditors.  For a more  complete  picture  of the  Funds'  financial
statements,  please see the Funds'  Annual  Report as well as the  Statement  of
Additional Information.

<PAGE>

OTHER FUND PRACTICES

The Funds may invest in futures and options.  Such practices are used to hedge a
Fund's  portfolio to protect against changes in 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  currency
transactions,  the value of the Fund's  shares  will be  affected  by changes in
exchange  rates.  To manage this risk, the Fund may enter into currency  futures
contracts and forward currency exchange contracts.  Although the Fund uses these
contracts to hedge the U.S. dollar value of a security it already owns, the Fund
could lose money if it fails to predict  accurately the future  exchange  rates.
The Fund may  engage in  hedging  and cross  hedging  with  respect  to  foreign
currencies to protect itself against a possible  decline in the value of another
foreign currency in which certain of the Fund's  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.  Perpetual  Global  Fund may also invest in  closed-end  investment
companies  holding  foreign  securities.  See  "Investment  in Other  Investment
Companies" in the Statement of Additional Information for more information.

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.

The  Funds  may  enter  into  interest  rate  swaps  and  other   interest  rate
transactions,  such as interest  rate caps,  floors,  and  collars,  in order to
attempt to protect the value of its portfolio  from  interest rate  fluctuations
and to adjust the interest-rate  sensitivity of its portfolio.  The Funds intend
to use  the  interest  rate  transactions  as a hedge  and not as a  speculative
investment. A Fund's ability to engage in certain interest rate transactions may
be  limited  by tax  considerations.  The use of  interest  rate swaps and other
interest rate  transactions  is a highly  specialized  activity  which  involves
investment  techniques and risks  different from those  associated with ordinary
portfolio securities transactions.  See "Swaps, Caps, Floors and Collars" in the
Statement of Additional Information for more information.

High Income Fund general does not take portfolio turnover into account in making
investment  decisions.  This  means  the Fund  could  experience  a high rate of
portfolio turnover (100% or more) in any given fiscal year, resulting in greater
brokerage  and  other  transaction  costs  which  are  borne by the Fund and its
shareholders.  It may also result in the Fund  realizing  greater net short-term
capital gains,  distributions from which are taxable to shareholders as ordinary
income.  The  portfolio  turnover  rate for High Income Fund is not  expected to
exceed 200% for the current fiscal year.

Perpetual  Global  may  invest in  indexed  securities,  the values of which are
linked to currencies,  interest rates,  commodities,  indices or other financial
indicators.  Investments  in indexed  securities  involves  certain  risks.  See
"Indexed  Securities"  in the  Statement  of  Additional  Information  for  more
information.

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

<PAGE>

                                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 Municipal Money Market Fund
U.S. Government Money Market Fund

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

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

Balanced
Balanced Fund
Capital Balanced Fund
Foundation Fund
Tax Strategic Foundation Fund

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

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

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

Express Line
800.346.3858

Investor Services
800.343.2898


www.evergreen-funds.com

<PAGE>

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

Investor Services
Call 1-800-343-2898
     Monday through Friday, 8 a.m. to 6 p.m. Eastern time to
     o buy, redeem or exchange shares
     o order applications
     o get assistance with your account

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

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

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

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

Regular communications you will 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 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 the
     Fund's  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.  In
     addition,  any of these  documents,  with the  exception of the SAI, may be
     downloaded off our website at www.evergreen-funds.com.

     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.



                     [LOGO OF EVERGREEN FUNDS APPEARS HERE]



                           Evergreen Distributor, Inc.

                                 90 Park Avenue

                            New York, New York 10016





                                       SEC File Nos.:
                                       811-08413 (Evergreen Equity Trust)
                                       811-07246 (Evergreen Fixed Income Trust)
                                       811-08553 (Evergreen International Trust)


<PAGE>

                             EVERGREEN EQUITY TRUST

                                     PART B

                       STATEMENT OF ADDITIONAL INFORMATION
<PAGE>


                             EVERGREEN EQUITY TRUST
   Evergreen Capital Income and Growth Fund ("Capital Income and Growth Fund")

                            EVERGREEN MUNICIPAL TRUST
            Evergreen Municipal Income Fund ("Municipal Income Fund")

                          EVERGREEN FIXED INCOME TRUST
          Evergreen Short-Duration Income Fund ("Short-Duration Fund")

                     (Each a "Fund," together, the "Funds")

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

                       STATEMENT OF ADDITIONAL INFORMATION

                                February 1, 2000



                 Each Fund is a series of an open-end management
                       investment company known as either
                        Evergreen Equity Trust, Evergreen
                                 Municipal Trust
                or Evergreen Fixed Income Trust (each a "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 February 1, 2000 for the Fund
in which you are  interested.  The  Funds are  offered  through  the  prospectus
offering  Class A, Class C and Class Y shares.  You may obtain the prospectus by
calling  (800)  343-2898.  The  information  in Part 1 of this  SAI is  specific
information about the Funds in the prospectus. The information in Part 2 of this
SAI contains more general  information  that may or may not apply to the Fund or
Class of shares in which you are interested.

         Certain  information  may be  incorporated  by reference to each Fund's
Annual  Report dated  September  30,  1999.  You may obtain a copy of the Annual
Report  without  charge by calling  (800)  343-2898  or  downloading  it off our
website at www.evergreen-funds.com.




<PAGE>





                                TABLE OF CONTENTS


PART 1

TRUST HISTORY.........................................................
INVESTMENT POLICIES...................................................
OTHER SECURITIES AND PRACTICES........................................
PRINCIPAL HOLDERS OF FUND SHARES......................................
EXPENSES..............................................................
PERFORMANCE...........................................................
COMPUTATION OF CLASS A OFFERING PRICE ................................
SERVICE PROVIDERS.....................................................
FINANCIAL STATEMENTS..................................................


PART 2

ADDITIONAL INFORMATION ON SECURITIES AND INVESTMENT PRACTICES.........
PURCHASE AND REDEMPTION OF SHARES.....................................
SALES CHARGE WAIVERS AND REDUCTIONS...................................
PRICING OF SHARES.....................................................
PERFORMANCE CALCULATIONS..............................................
PRINCIPAL UNDERWRITER.................................................
DISTRIBUTION EXPENSES UNDER RULE 12b-1................................
TAX INFORMATION.......................................................
BROKERAGE.............................................................
ORGANIZATION..........................................................
INVESTMENT ADVISORY AGREEMENT.........................................
MANAGEMENT OF THE TRUSTS..............................................
CORPORATE AND MUNICIPAL BOND RATINGS..................................
ADDITIONAL INFORMATION................................................






<PAGE>






                                     PART 1

                                  TRUST HISTORY

         Each 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 its respective  Trust. A copy of the Declaration of Trust
is on file as an exhibit to each Trust's Registration  Statement,  of which this
SAI is a part.  Evergreen Capital Income and Growth Fund (formerly Mentor Income
and  Growth  Portfolio),   Evergreen  Municipal  Income  Fund  (formerly  Mentor
Municipal Income Portfolio) and Evergreen  Short-Duration  Income Fund (formerly
Mentor Short-Duration Income Fund) changed their names on October 15, 1999.

                               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 Diversified Funds:

         To remain classified as a diversified investment company under the 1940
Act,  each Fund must conform with the  following:  With respect 75% of its total
assets,  a  diversified  investment  company  may not invest more that 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  that  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.

         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).

         Further Explanation of Concentration Policy:

         Each Fund,  except  Municipal Income 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.

         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.

         9.  Investment in Federally Tax Exempt Securities

         Municipal Income Fund will, during periods of normal market conditions,
invest  its  assets  in  accordance  with  applicable  guidelines  issued by the
Securities  and  Exchange  Commission  or its  staff  concerning  investment  in
tax-exempt  securities  for funds  with the words  "tax  exempt,"  "tax free" or
"municipal" in their names.


                         OTHER SECURITIES AND PRACTICES

         For  information  regarding  securities  the  Funds  may  purchase  and
investment  practices  the Funds may use, see the various  sections in Part 2 of
this SAI under "Additional  Information on Securities and Investment Practices."
Information  provided in the sections  listed below expands upon and supplements
information  provided in the Funds'  prospectus.  The list below  applies to all
Funds unless otherwise noted.

Money Market Securities
U.S. Government Securities
When-Issued,  Delayed-Delivery  and Forward Commitment  Transactions
Repurchase Agreements  (excluding  Municipal  Income Fund)
Reverse  Repurchase  Agreements
Dollar  Rolls  (Capital  Income and Growth  Fund and  Short-Duration  Fund only)
Swaps, Caps, Floors  and  Collars   (Short-Duration   only)
Options
Futures Transactions
Foreign Securities (Capital  Income  and  Growth   Fund  and
Short-Duration Fund only)
Foreign Currency Transactions (Capital Income and Growth Fund and Short-Duration
Fund only)
Premium Securities
High Yield, High Risk Bonds (Municipal Income Fund
and Short-Duration Fund only)
Illiquid and Restricted  Securities
Investment in Other   Investment   Companies
Short  Sales
Zero  Coupon   "Stripped"   Bonds
Payment-in-kind  Securities
Mortgage-Backed or Asset-Backed Securities (Capital Income and Growth  Fund and
Short-Duration  Fund only)
Real  Estate  Investment
Trusts (Capital Income and Growth Fund only)


                        PRINCIPAL HOLDERS OF FUND SHARES

         As of October 31, 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 October 31, 1999.

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

                    Capital Income and Growth Fund   Class A
                    ------------------------------------------------------
                    ----------------------------------------- ------------
                    None
                    ----------------------------------------- ------------
                    ------------------------------------------------------
                    Capital Income and Growth Fund  Class C
                    ------------------------------------------------------
                    ----------------------------------------- ------------
                    None
                    ----------------------------------------- ------------
                    ------------------------------------------------------
                    Capital Income and Growth Fund  Class Y
                    ------------------------------------------------------
                    ----------------------------------------- ------------
                    Daniel J. Ludeman                         100%
                    5105 Stratford Crescent
                    Richmond, VA 23226-1615
                    ----------------------------------------- ------------
                    ------------------------------------------------------

                    Municipal Income Fund  Class A
                    ------------------------------------------------------
                    ----------------------------------------- ------------
                    None
                    ----------------------------------------- ------------
                    ------------------------------------------------------
                    Municipal Income Fund  Class C
                    ------------------------------------------------------
                    ----------------------------------------- ------------
                    None
                    ----------------------------------------- ------------
                    ------------------------------------------------------
                    Municipal Income Fund  Class Y
                    ------------------------------------------------------
                    ----------------------------------------- ------------
                    Daniel J. Ludeman                         100%
                    5105 Stratford Crescent
                    Richmond, VA 23226-1615
                    ----------------------------------------- ------------
                    ------------------------------------------------------
                    Short-Duration Fund   Class A
                    ------------------------------------------------------
                    ----------------------------------------- ------------
                    Union Bank of California                  11.74%
                    FTAO Partnership Healthplan of CA
                    421 Executive Ct Suite A
                    Suisin, CA 94585
                    ----------------------------------------- ------------
                    ----------------------------------------- ------------
                    First Union Securities Inc                6.67%
                    Calaveras County Water Dist.
                    111 East Kilbourn Avenue
                    Milwaukee, CA 95249-0846
                    ----------------------------------------- ------------
                    ------------------------------------------------------

                    Short-Duration Fund   Class C
                    ------------------------------------------------------
                    ----------------------------------------- ------------
                    First Union Securities Inc.               6.99%
                    Valley Children's Hospital
                    111 East Kilbourn Avenue
                    Milwaukee, CA 93638-8761
                    ----------------------------------------- ------------
                    ------------------------------------------------------
                    Short-Duration Fund   Class Y
                    ------------------------------------------------------
                    ----------------------------------------- ------------
                    Daniel J. Ludeman                         100%
                    5105 Stratford Crescent
                    Richmond, VA 23226-1615
                    ----------------------------------------- ------------


                                    EXPENSES

Advisory Fees

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

         Mentor Investment  Advisors,  LLC ("Mentor Advisors") is the investment
advisor to the Funds. Mentor Advisors is entitled to receive from Capital Income
and Growth  Fund an annual fee equal to 0.75% of its  average  daily net assets,
from Municipal Income Fund an annual fee equal to 0.60% of its average daily net
assets, and from Short-Duration Fund an annual fee equal to 0.50% of its average
daily net assets.

Advisory Fees Paid

         Below are the advisory fees paid by each Fund for the last three fiscal
periods.
<TABLE>
<CAPTION>
  ---------------------------------------------------------------- ----------------------- ======================

  Fund/Fiscal Year                                                   Advisory Fee Paid     Advisory Fees Waived
  ---------------------------------------------------------------- ----------------------- ======================
  ===============================================================================================================

  Year Ended 1999
  ===============================================================================================================
  ---------------------------------------------------------------- ----------------------- ======================
  <S>                                                                     <C>                       <C>
  Capital Income and Growth Fund                                         $2,001,452                 $0
  ---------------------------------------------------------------- ----------------------- ======================
  ---------------------------------------------------------------- ----------------------- ======================
  Municipal Income Fund                                                   $729,071                  $0
  ---------------------------------------------------------------- ----------------------- ======================
  ---------------------------------------------------------------- ----------------------- ======================
  Short-Duration Fund                                                     $906,876                $49,357
  ---------------------------------------------------------------- ----------------------- ======================
  ===============================================================================================================

  Year Ended 1998
  ===============================================================================================================
  ---------------------------------------------------------------- ----------------------- ======================
  Capital Income and Growth Fund                                         $1,638,729                 $0
  ---------------------------------------------------------------- ----------------------- ======================
  ---------------------------------------------------------------- ----------------------- ======================
  Municipal Income Fund                                                   $557,332                  $0
  ---------------------------------------------------------------- ----------------------- ======================
  ---------------------------------------------------------------- ----------------------- ======================
  Short-Duration Fund                                                     $504,097               $180,523
  ---------------------------------------------------------------- ----------------------- ======================
  ===============================================================================================================
  Year Ended 1997
  ===============================================================================================================
  ---------------------------------------------------------------- ----------------------- ======================
  Capital Income and Growth Fund                                          $947,276                  $0
  ---------------------------------------------------------------- ----------------------- ======================
  ---------------------------------------------------------------- ----------------------- ======================
  Municipal Income Fund                                                   $370,232                  $0
  ---------------------------------------------------------------- ----------------------- ======================
  ---------------------------------------------------------------- ----------------------- ======================
  Short-Duration Fund                                                     $185,354                $55,521
  ---------------------------------------------------------------- ----------------------- ======================
</TABLE>

Brokerage Commissions

         Below are the total amounts paid by each Fund in brokerage  commissions
for the last three fiscal  periods.  For more  information  regarding  brokerage
commissions, see "Brokerage" in Part 2 of this SAI.
<TABLE>
<CAPTION>
  ---------------------------------------------------------------- =============== =============== ==============

  Fund                                                                  1999            1998           1997

  ---------------------------------------------------------------- =============== =============== ==============
  ---------------------------------------------------------------- --------------- --------------- ==============
<S>                                                                      <C>          <C>            <C>
  Capital Income and Growth Fund                                         $            $920,105       $275,151
  ---------------------------------------------------------------- --------------- --------------- ==============
  ---------------------------------------------------------------- --------------- --------------- ==============
  Municipal Income Fund                                                  $            $18,968         $5,044
  ---------------------------------------------------------------- --------------- --------------- ==============
  ---------------------------------------------------------------- --------------- --------------- ==============
  Short-Duration Fund                                                    $               $0             $0
  ---------------------------------------------------------------- --------------- --------------- ==============
</TABLE>

         The following  table shows brokerage  commissions  paid by each Fund to
First Union  Securities,  Inc.  (formerly  known as Wheat  First  Union) for the
periods indicated:
<TABLE>
<CAPTION>
  ---------------------------------------------------------------- =============== =============== ==============
                                                                                                   Fiscal year
  Fund                                                              Fiscal year                         1997
                                                                        1999       Fiscal year

                                                                                        1998
  ---------------------------------------------------------------- =============== =============== ==============
  ---------------------------------------------------------------- --------------- --------------- ==============
<S>                                                                      <C>           <C>          <C>
  Capital Income and Growth Fund                                         $            $73,192        $101,434
  ---------------------------------------------------------------- --------------- --------------- ==============
  ---------------------------------------------------------------- --------------- --------------- ==============
  Municipal Income Fund                                                  $               $0             $0
  ---------------------------------------------------------------- --------------- --------------- ==============
  ---------------------------------------------------------------- --------------- --------------- ==============
  Short-Duration Fund                                                    $               $0             $0
  ---------------------------------------------------------------- --------------- --------------- ==============
</TABLE>

Underwriting Commissions

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

- ------------------------------------------ ====================================

                                           Underwriting Commissions Retained
Fund/Fiscal Year or Period
- ------------------------------------------ ====================================
===============================================================================

Year or Period Ended 1999
===============================================================================
- ------------------------------------------ ====================================
Capital Income and Growth Fund                              $
- ------------------------------------------ ====================================
- ------------------------------------------ ====================================
Municipal Income Fund                                       $
- ------------------------------------------ ====================================
- ------------------------------------------ ====================================
Short-Duration Fund                                         $
- ------------------------------------------ ====================================
===============================================================================

Year or Period Ended 1998
===============================================================================
- ------------------------------------------ ====================================
Capital Income and Growth Fund                          $169,108
- ------------------------------------------ ====================================
- ------------------------------------------ ====================================
Municipal Income Fund                                    $80,007
- ------------------------------------------ ====================================
- ------------------------------------------ ====================================
Short-Duration Fund                                      $4,833
- ------------------------------------------ ====================================
===============================================================================
Year or Period Ended 1997
===============================================================================
- ------------------------------------------ ====================================
Capital Income and Growth Fund                           $59,230
- ------------------------------------------ ====================================
- ------------------------------------------ ====================================
Municipal Income Fund                                    $21,433
- ------------------------------------------ ====================================
- ------------------------------------------ ====================================
Short-Duration Fund                                       $867
- ------------------------------------------ ====================================

12b-1 Fees

         Below are the 12b-1 fees paid by each Fund with  respect to the Class A
shares and Class C shares for the fiscal year ended September 30, 1999. For more
information, see "Distribution Expenses Under Rule 12b-1" in Part 2 of this SAI.
<TABLE>
<CAPTION>
- ----------------------------------------- ===================================== =======================================

                                                        Class A                                Class C

                                          ===================================== =======================================
                                          ------------------ ------------------ -------------------- ==================
                                                                                Distribution Fees
Fund                                      Distribution       Service Fees
                                          Fees                                                       Service Fees
- ----------------------------------------- ------------------ ------------------ -------------------- ==================
- ----------------------------------------- ------------------ ------------------ -------------------- ==================
<S>                                               <C>             <C>                <C>                  <C>
Capital Income and Growth Fund                    $              $286,877           $1,140,812           $380,270
- ----------------------------------------- ------------------ ------------------ -------------------- ==================
- ----------------------------------------- ------------------ ------------------ -------------------- ==================
Municipal Income Fund                            $0              $157,398            $292,555            $146,277
- ----------------------------------------- ------------------ ------------------ -------------------- ==================
- ----------------------------------------- ------------------ ------------------ -------------------- ==================
Short-Duration Fund                              $0              $322,468            $157,161            $130,967
- ----------------------------------------- ------------------ ------------------ -------------------- ==================
</TABLE>


Trustee Compensation

         Listed   below  is  the  Trustee   compensation   paid  by  each  Trust
individually  for the  Trust's  fiscal  year end and by the  Trust and the eight
other trusts in the Evergreen  Fund Complex for the calendar year ended December
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.

- --------------------------------------------------- ===========================
                                                      Total Compensation from
                         Aggregate Compensation from  Trust and Fund Complex
                         Fixed Income Trust for the   Paid to Trustees for the
                         fiscal year ended 6/30/1999    calendar year ended
                                                                 12/31/1999*
           Trustee
- ------------------------------- --------------------- =========================
- ------------------------------- --------------------- =========================
                                     $1,004                           $
Laurence B. Ashkin
- ------------------------------- ------------------------ ======================
- ------------------------------- ------------------------ ======================
                                     $1,004                           $
Charles A. Austin, III
- ------------------------------- ------------------------ ======================
- ------------------------------- ------------------------ ======================
                                      $976                            $
K. Dun Gifford
- ------------------------------- ------------------------ ======================
- ------------------------------- ------------------------ ======================
                                     $1,312                           $
James S. Howell**
- ------------------------------- ------------------------ ======================
- ------------------------------- ------------------------ ======================
                                      $976                            $
Leroy Keith Jr.
- ------------------------------- ------------------------ ======================
- ------------------------------- ------------------------ ======================
                                     $1,004                           $
Gerald M. McDonnell
- ------------------------------- ------------------------ ======================
- ------------------------------- ------------------------ ======================
                                     $1,173                           $
Thomas L. McVerry
- ------------------------------- ------------------------ ======================
- ------------------------------- ------------------------ ======================
                                      $976                            $
William Walt Pettit
- ------------------------------- ------------------------ ======================
- ------------------------------- ------------------------ ======================
                                      $976                            $
David M. Richardson
- ------------------------------- ------------------------ ======================
- ------------------------------- ------------------------ ======================
                                     $1,004                           $
Russell A. Salton, III
- ------------------------------- ------------------------ ======================
- ------------------------------- ------------------------ ======================
                                     $1,109                           $
Michael S. Scofield
- ------------------------------- ------------------------ ======================
- ------------------------------- ------------------------ ======================
                                      $976                            $
Richard J. Shima
- ------------------------------- ------------------------ ======================

- ------------------------------- ------------------------ ======================
                                                        Total Compensation from
                          Aggregate Compensation from   Trust and Fund Complex
                          Equity Trust for the fiscal   Paid to Trustees for the
                             year ended 3/31/1999           calendar year ended
                                                             12/31/1999*
           Trustee
- ------------------------------- ------------------------------ =================
- ------------------------------- ------------------------------ =================
                                           $22,911                          $
Laurence B. Ashkin
- ------------------------------- ------------------------------ =================
- ------------------------------- ------------------------------ =================
                                           $22,911                          $
Charles A. Austin, III
- ------------------------------- ------------------------------ =================
- ------------------------------- ------------------------------ =================
                                           $22,141                          $
K. Dun Gifford
- ------------------------------- ------------------------------ =================
- ------------------------------- ------------------------------ =================
                                           $29,532                          $
James S. Howell**
- ------------------------------- ------------------------------ =================
- ------------------------------- ------------------------------ =================
                                           $22,141                          $
Leroy Keith Jr.
- ------------------------------- ------------------------------ =================
- ------------------------------- ------------------------------ =================
                                           $22,911                          $
Gerald M. McDonnell
- ------------------------------- ------------------------------ =================
- ------------------------------- ------------------------------ =================
                                           $26,295                          $
Thomas L. McVerry
- ------------------------------- ------------------------------ =================
- ------------------------------- ------------------------------ =================
                                           $22,141                          $
William Walt Pettit
- ------------------------------- ------------------------------ =================
- ------------------------------- ------------------------------ =================
                                           $22,928                          $
David M. Richardson
- ------------------------------- ------------------------------ =================
- ------------------------------- ------------------------------ =================
                                           $23,378                          $
Russell A. Salton, III
- ------------------------------- ------------------------------ =================
- ------------------------------- ------------------------------ =================
                                           $23,378                          $
Michael S. Scofield
- ------------------------------- ------------------------------ =================
- ------------------------------- ------------------------------ =================
                                           $22,141                          $
Richard J. Shima
- ------------------------------- ------------------------------ =================

- ------------------------------- ------------------------------ =================
                                                        Total Compensation from
                        Aggregate Compensation from     Trust and Fund Complex
                          Municipal Trust for the       Paid  to Trustees for
                        fiscal year ended 5/31/1999     the calendar year ended
                                                              12/31/1999*
           Trustee
- ------------------------------- ------------------------------ =================
- ------------------------------- ------------------------------ =================
                                           $4,763                           $
Laurence B. Ashkin
- ------------------------------- ------------------------------ =================
- ------------------------------- ------------------------------ =================
                                           $2,381                           $
Charles A. Austin, III
- ------------------------------- ------------------------------ =================
- ------------------------------- ------------------------------ =================
                                           $2,321                           $
K. Dun Gifford
- ------------------------------- ------------------------------ =================
- ------------------------------- ------------------------------ =================
                                           $3,046                           $
James S. Howell**
- ------------------------------- ------------------------------ =================
- ------------------------------- ------------------------------ =================
                                           $2,321                           $
Leroy Keith Jr.
- ------------------------------- ------------------------------ =================
- ------------------------------- ------------------------------ =================
                                           $2,381                           $
Gerald M. McDonnell
- ------------------------------- ------------------------------ =================
- ------------------------------- ------------------------------ =================
                                           $2,747                           $
Thomas L. McVerry
- ------------------------------- ------------------------------ =================
- ------------------------------- ------------------------------ =================
                                           $2,321                           $
William Walt Pettit
- ------------------------------- ------------------------------ =================
- ------------------------------- ------------------------------ =================
                                           $2,313                           $
David M. Richardson
- ------------------------------- ------------------------------ =================
- ------------------------------- ------------------------------ =================
                                           $2,381                           $
Russell A. Salton, III
- ------------------------------- ------------------------------ =================
- ------------------------------- ------------------------------ =================
                                           $2,608                           $
Michael S. Scofield
- ------------------------------- ------------------------------ =================
- ------------------------------- ------------------------------ =================
                                           $2,321                           $
Richard J. Shima
- ------------------------------- ------------------------------ =================

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

         Austin            $
         Howell            $
         McDonnell         $
         McVerry           $
         Pettit            $
         Salton            $
         Scofield          $

         **Trustee Emeritus, retired 12/31/1999.


                                   PERFORMANCE

Total Return

         Below are the  annual  total  returns  for each  class of shares of the
Funds  (including  applicable  sales charges) as of September 30, 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
                                                                 Inception            of Class
- --------------------- -------------------- --------------------- -------------------- ===================
=========================================================================================================

Capital Income and Growth Fund (a)
=========================================================================================================
- --------------------- -------------------- --------------------- -------------------- ===================
<S>                          <C>                  <C>                  <C>                <C>  <C>
Class A                      2.75%                13.14%               12.23%             5/24/1993
- --------------------- -------------------- --------------------- -------------------- ===================
- --------------------- -------------------- --------------------- -------------------- ===================
Class C                      6.06%                13.40%               12.28%             5/24/1993
- --------------------- -------------------- --------------------- -------------------- ===================
- --------------------- -------------------- --------------------- -------------------- ===================
Class Y                      8.21%                13.86%               12.64%             11/19/1997
- --------------------- -------------------- --------------------- -------------------- ===================
=========================================================================================================

Municipal Income Fund(a)

=========================================================================================================
- --------------------- -------------------- --------------------- -------------------- ===================
Class A                     -8.19%                4.75%                 5.33%             4/29/1992
- --------------------- -------------------- --------------------- -------------------- ===================
- --------------------- -------------------- --------------------- -------------------- ===================
Class C                     -5.49%                5.15%                 5.42%             4/29/1992
- --------------------- -------------------- --------------------- -------------------- ===================
- --------------------- -------------------- --------------------- -------------------- ===================
Class Y                     -3.34%                5.80%                 6.04%             11/19/1997
- --------------------- -------------------- --------------------- -------------------- ===================
=========================================================================================================

Short-Duration Fund(b)

=========================================================================================================
- --------------------- -------------------- --------------------- -------------------- ===================
Class A                      1.38%                5.83%                 5.65%             6/16/1995
- --------------------- -------------------- --------------------- -------------------- ===================
- --------------------- -------------------- --------------------- -------------------- ===================
Class C                      0.03%                5.66%                 5.37%             4/29/1994
- --------------------- -------------------- --------------------- -------------------- ===================
- --------------------- -------------------- --------------------- -------------------- ===================
Class Y                      1.63%                5.80%                 5.51%             11/19/1997
- --------------------- -------------------- --------------------- -------------------- ===================
</TABLE>

(a) Historical  performance shown for Class Y prior to its inception is based on
the performance of Class A, one of the original classes offered along with Class
C. This  historical  return for Class Y has not been  adjusted  to  reflect  the
effect of each Class' 12b-1 fees. These fees for Class A are 0.25% and for Class
C are 1.00%. Class Y does not pay a 12b-1 fee. If these fees had been reflected,
returns for Class Y would have been higher.

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


Yields

         Below are the current  yields of the Funds for the 30-day  period ended
September 30, 1999. For more information,  see "30-Day Yield" under "Performance
Calculations" in Part 2 of this SAI.

================================================================================

                                  30-Day Yield
================================================================================
- ---------------------------------- -------------- ------------------ ===========

Fund                                  Class A          Class C          Class Y
- ---------------------------------- -------------- ------------------ ===========
- ---------------------------------- -------------- ------------------ ===========
Capital Income and Growth Fund         2.18%            1.56%            2.68%
- ---------------------------------- -------------- ------------------ ===========
- ---------------------------------- -------------- ------------------ ===========
Municipal Income Fund                  4.64%            4.38%            5.37%
- ---------------------------------- -------------- ------------------ ===========
- ---------------------------------- -------------- ------------------ ===========
Short-Duration Fund                    5.73%            5.49%            6.24%
- ---------------------------------- -------------- ------------------ ===========


                      COMPUTATION OF CLASS A OFFERING PRICE

         Class A shares  are sold at the net asset  value  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 September 30, 1999. For more information, see "Purchase and Redemption
of Shares" and "Pricing of Shares."
<TABLE>
<CAPTION>
- ----------------------------------- ----------------------- --------------------- ==================

                                    Net Asset Value Per                           Offering Price
Fund                                Share                   Sales Charge          Per Share
- ----------------------------------- ----------------------- --------------------- ==================
- ----------------------------------- ----------------------- --------------------- ==================
<S>                                         <C>                    <C>                 <C>
Capital Income and Growth Fund              $19.54                 4.75%               $20.51
- ----------------------------------- ----------------------- --------------------- ==================
- ----------------------------------- ----------------------- --------------------- ==================
Municipal Income Fund                       $14.75                 4.75%               $15.49
- ----------------------------------- ----------------------- --------------------- ==================
- ----------------------------------- ----------------------- --------------------- ==================
Short-Duration Fund                         $12.20                 3.25%               $12.61
- ----------------------------------- ----------------------- --------------------- ==================
</TABLE>


                                SERVICE PROVIDERS

Administrator

         Evergreen Investment Services,  Inc. ("EIS") serves as administrator to
the Funds,  subject to the  supervision  and  control of each  Trust's  Board of
Trustees. EIS provides the Funds with facilities, equipment and personnel and is
entitled  to  receive a fee from each  Fund at the  annual  rate of 0.10% of the
Fund's average daily net assets.

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.   ("EDI")  markets  the  Funds  through
broker-dealers  and other  financial  representatives.  Its  address  is 90 Park
Avenue, New York, New York 10016.

Independent Auditors

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

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 reports  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 or the Class 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.


Money Market Instruments


         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  investment  advisor,  market  conditions  warrant  a  temporary
defensive investment  strategy.  Evergreen Equity Income Fund 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)     Farmers Home Administration;

         (iii)    Federal Home Loan Banks;

         (iv)     Federal Home Loan Mortgage Corporation;

         (v)      Federal National Mortgage Association; and

         (vi)     Student Loan Marketing Association.

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



<PAGE>


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 a 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.


Dollar Roll Transactions

         The Fund may enter into dollar rolls in which the Fund sells securities
and simultaneously contracts to repurchase substantially similar securities on a
specified  future date. In the case of dollar rolls  involving  mortgage-related
securities, the mortgage-related securities that are purchased typically will be
of the same type and will have the same or similar interest rate and maturity as
those sold,  but will be  supported by different  pools of  mortgages.  The Fund
forgoes  principal  and interest  paid during the roll period on the  securities
sold in a dollar  roll,  but it is  compensated  by the  difference  between the
current  sales  price and the price for the  future  purchase  as well as by any
interest  earned on the proceeds of the securities  sold. The Fund could also be
compensated through receipt of fee income.

Dollar rolls may be viewed as a borrowing  by the Fund,  secured by the security
which is the subject of the agreement. In addition to the general risks involved
in  leveraging,  dollar  rolls are subject to the same risks as  repurchase  and
reverse repurchase agreements.


Securities Lending

         The Fund may lend  portfolio  securities to brokers,  dealers and other
financial   institutions  to  earn  additional   income  for  the  Fund.   These
transactions  must be fully  collateralized at all times with cash or short-term
debt  obligations,  but involve  some risk to the Fund if the other party should
default on its obligation  and the Fund is delayed or prevented from  exercising
its rights in respect of the  collateral.  Any  investment  of collateral by the
Fund  would be made in  accordance  with the  Fund's  investment  objective  and
policies described in the prospectus.


Convertible Securities

         The Fund may invest in convertible  securities.  Convertible securities
include  fixed-income  securities  that may be  exchanged  or  converted  into a
predetermined  number of shares of the issuer's  underlying  common stock at the
option of the holder during a specified period.  Convertible securities may take
the form of convertible preferred stock, convertible bonds or debentures,  units
consisting of "usable"  bonds and warrants or a  combination  of the features of
several of these securities.  The investment characteristics of each convertible
security vary widely,  which allow  convertible  securities to be employed for a
variety of investment strategies.


         The Fund will exchange or convert convertible securities into shares of
underlying  common stock when,  in the opinion of its  investment  advisor,  the
investment  characteristics of the underlying common shares will assist the Fund
in achieving its investment objective.  The Fund may also elect to hold or trade
convertible  securities.  In selecting  convertible  securities,  the investment
advisor evaluates the investment  characteristics of the convertible security as
a fixed-income instrument, and the investment potential of the underlying equity
security for capital appreciation. In evaluating these matters with respect to a
particular  convertible  security,  the investment  advisor  considers  numerous
factors, including the economic and political outlook, the value of the security
relative to other  investment  alternatives,  trends in the  determinants of the
issuer's profits, and the issuer's management capability and practices.


Warrants

         The Fund may invest in  warrants.  Warrants  are  options  to  purchase
common stock at a specific price (usually at a premium above the market value of
the  optioned  common stock at  issuance)  valid for a specific  period of time.
Warrants  may have a life ranging  from less than one year to twenty  years,  or
they may be perpetual.  However, most warrants have expiration dates after which
they are worthless.  In addition,  a warrant is worthless if the market price of
the common stock does not exceed the warrant's exercise price during the life of
the warrant.  Warrants  have no voting  rights,  pay no  dividends,  and have no
rights  with  respect  to  the  assets  of the  corporation  issuing  them.  The
percentage  increase or decrease in the market  price of the warrant may tend to
be greater than the  percentage  increase or decrease in the market price of the
optioned common stock.


Swaps, Caps, Floors and Collars

         The Fund may enter into interest rate, currency and index swaps and the
purchase or sale of related caps, floors and collars.  The Fund expects to enter
into these transactions primarily to preserve a return or spread on a particular
investment  or  portion  of  its   portfolio,   to  protect   against   currency
fluctuations,  as a duration  management  technique  or to protect  against  any
increase in the price of securities the Fund  anticipates  purchasing at a later
date.  The Fund would use these  transactions  as hedges and not as  speculative
investments  and would not sell  interest  rate caps or floors where it does not
own securities or other instruments  providing the income stream the Fund may be
obligated  to pay.  Interest  rate swaps  involve the  exchange by the Fund with
another party of their respective commitments to pay or receive interest,  e.g.,
an exchange of floating  rate payments for fixed rate payments with respect to a
notional  amount of principal.  A currency swap is an agreement to exchange cash
flows on a notional amount of two or more currencies based on the relative value
differential  among them and an index swap is an agreement to swap cash flows on
a notional amount based on changes in the values of the reference  indices.  The
purchase  of a cap  entitles  the  purchaser  to receive  payments on a notional
principal  amount from the party selling such cap to the extent that a specified
index exceeds a predetermined  interest rate or amount.  The purchase of a floor
entitles the purchaser to receive  payments on a notional  principal amount from
the party selling such floor to the extent that a specified  index falls below a
predetermined  interest rate or amount. A collar is a combination of a cap and a
floor that preserves a certain return within a  predetermined  range of interest
rates or values.


         The Fund will usually  enter into swaps on a net basis,  i.e.,  the two
payment streams are netted out in a cash settlement on the payment date or dates
specified in the instrument,  with the Fund receiving or paying, as the case may
be,  only the net amount of the two  payments.  The Fund will not enter into any
swap, cap, floor or collar transaction unless, at the time of entering into such
transaction, the unsecured long-term debt of the counterparty, combined with any
credit  enhancements,  is rated at least A by Standard & Poor's Ratings Services
("S&P") or Moody's  Investors  Service,  Inc.  ("Moody's")  or has an equivalent
rating from another nationally  recognized  securities rating organization or is
determined to be of equivalent credit quality by the Fund's investment  advisor.
If there  is a  default  by the  counterparty,  the  Fund  may have  contractual
remedies pursuant to the agreements related to the transaction.
 As a result,  the swap market has become  relatively  liquid.  Caps, floors and
collars are more recent innovations for which standardized documentation has not
yet been fully developed and, accordingly, they are less liquid than swaps.


Indexed Securities

         The Fund may  invest in  indexed  securities,  the  values of which are
linked to currencies,  interest rates,  commodities,  indices or other financial
indicators ("reference instruments"). Most indexed securities have maturities of
three years or less.


         Indexed  securities differ from other types of debt securities in which
the Fund may invest in several  respects.  First,  the interest  rate or, unlike
other debt  securities,  the principal  amount payable at maturity of an indexed
security  may  vary  based  on  changes  in  one  or  more  specified  reference
instruments, such as an interest rate compared with a fixed interest rate or the
currency  exchange  rates between two  currencies  (neither of which need be the
currency in which the instrument is denominated).  The reference instrument need
not be related to the terms of the indexed security.  For example, the principal
amount of a U.S.  dollar  denominated  indexed  security  may vary  based on the
exchange rate of two foreign  currencies.  An indexed security may be positively
or negatively indexed;  that is, its value may increase or decrease if the value
of the  reference  instrument  increases.  Further,  the change in the principal
amount payable or the interest rate of an indexed  security may be a multiple of
the  percentage  change  (positive or  negative) in the value of the  underlying
reference instrument(s).


         Investment in indexed securities involves certain risks. In addition to
the credit risk of the  security's  issuer and the normal risks of price changes
in  response  to changes in  interest  rates,  the  principal  amount of indexed
securities  may  decrease  as a result  of  changes  in the  value of  reference
instruments.  Further,  in the case of certain  indexed  securities in which the
interest  rate is linked to a reference  instrument,  the  interest  rate may be
reduced to zero, and any further  declines in the value of the security may then
reduce the principal amount payable on maturity. Finally, indexed securities may
be more volatile than the reference instruments underlying indexed securities.


         To reduce the effect of currency  fluctuations on the value of existing
or  anticipated  holdings of portfolio  securities,  the Fund may also engage in
proxy  hedging.  Proxy hedging is often used when the currency to which the Fund
is exposed is difficult to hedge or to hedge  against the dollar.  Proxy hedging
entails  entering  into a forward  contract to sell a currency  whose changes in
value are generally considered to be linked to a currency or currencies in which
some or all of the Fund's securities are or are expected to be denominated,  and
to buy U.S.  dollars.  The amount of the contract  would not exceed the value of
the Fund's  securities  denominated in linked  currencies.  For example,  if the
Fund's investment advisor considers that the Austrian schilling is linked to the
German  deutschmark  (the "D-mark"),  the Fund holds  securities  denominated in
schillings and the investment advisor believes that the value of schillings will
decline  against  the U.S.  dollar,  the  investment  advisor  may enter  into a
contract to sell D-marks and buy dollars.


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.


         The Fund may also invest in the stocks of companies located in emerging
markets.  These  countries  generally  have  economic  structures  that are less
diverse and mature,  and  political  systems  that are less stable than those of
developed  countries.  Emerging markets may be more volatile than the markets of
more mature  economies,  and the  securities  of  companies  located in emerging
markets are often subject to rapid and large price fluctuations;  however, these
markets may also provide higher long-term rates of return.


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.


Premium Securities

         The Fund may at times invest in premium securities which are securities
bearing  coupon  rates  higher than  prevailing  market  rates.  Such  "premium"
securities are typically  purchased at prices greater than the principal  amount
payable on maturity.  Although the Fund  generally  amortizes  the amount of any
such premium into income,  the Fund may recognize a capital loss if such premium
securities  are called or sold prior to  maturity  and the call or sale price is
less than the purchase  price.  Additionally,  the Fund may  recognize a capital
loss if it holds such securities to maturity.


High Yield, High Risk Bonds

         The Fund may invest a portion of its assets in lower rated bonds. Bonds
rated below BBB by S&P or Fitch IBCA,  Inc.  ("Fitch")  or below Baa by 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% (10% for money  market  funds) 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
determining 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 its 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 interest  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
interest zero coupon bonds representing an 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
servicers 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
related  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 related  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.


Real Estate Investment Trusts

         The Fund may invest in  investments  related to real  estate  including
real estate investment  trusts  ("REITs").  Risks associated with investments in
securities  of companies  in the real estate  industry  include:  decline in the
value of real estate;  risks related to general and local  economic  conditions,
overbuilding  and  increased  competition;   increases  in  property  taxes  and
operating  expenses;  changes in zoning laws;  casualty or condemnation  losses;
variations  in rental  income;  changes in  neighborhood  values;  the appeal of
properties to tenants;  and  increases in interest  rates.  In addition,  equity
REITs may be affected by changes in the values of the underlying  property owned
by the trusts,  while mortgage real estate  investment trusts may be affected by
the quality of credit extended.  REITs are dependent upon management skills, may
not be  diversified  and are subject to the risks of  financing  projects.  Such
REITs are also  subject to heavy cash flow  dependency,  defaults by  borrowers,
self  liquidation  and the  possibility  of  failing  to  qualify  for  tax-free
pass-through  of income under the Code and to maintain  exemption  from the 1940
Act.  In the event an issuer of debt  securities  collateralized  by real estate
defaults,  it is conceivable  that the REITs could end up holding the underlying
real estate.


Limited Partnerships

         The Fund may  invest in  limited  and master  limited  partnerships.  A
limited partnership is a partnership consisting of one or more general partners,
jointly and severally responsible as ordinary partners, and by whom the business
is conducted, and one or more limited partners who contribute cash as capital to
the  partnership  and  who  generally  are  not  liable  for  the  debts  of the
partnership beyond the amounts contributed. Limited partners are not involved in
the day-to-day management of the partnership. They receive income, capital gains
and other tax benefits  associated  with the  partnership  project in accordance
with  terms   established  in  the   partnership   agreement.   Typical  limited
partnerships  are in real estate,  oil and gas and equipment  leasing,  but they
also finance movies, research and development, and other projects.

         For an  organization  classified  as a  partnership  under the Internal
Revenue Code of 1986, as amended (the "Code"),  each item of income, gain, loss,
deduction, and credit is not taxed at the partnership level but flows through to
the holder of the partnership  unit. This allows the partnership to avoid double
taxation and to pass  through  income to the holder of the  partnership  unit at
lower individual rates.

         A master limited partnership is a publicly traded limited  partnership.
The partnership units are registered with the Securities and Exchange Commission
("SEC")  and  are  freely   exchanged  on  a  securities   exchange  or  in  the
over-the-counter market.


                        PURCHASE AND REDEMPTION OF SHARES

         You may buy  shares of the Fund  through  Evergreen  Distributor,  Inc.
("EDI"),  broker-dealers  that have entered into special  agreements with EDI or
certain other  financial  institutions.  With certain  exceptions,  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.  Each Fund  offers  different  classes  of shares.  Refer to the
prospectus to determine which classes of shares are offered by each Fund.

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:
<TABLE>
<CAPTION>
         REDEMPTION TIME                                                                        CDSC RATE
         <S>                                                                                      <C>
         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%
</TABLE>

         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 EDI. 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 advisor'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

         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.


<PAGE>


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 and Institutional Service 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., paid to EDI or its predecessor.

                       SALES CHARGE WAIVERS AND REDUCTIONS

         The  following  information  is not  applicable  to  Institutional  and
Institutional Service 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.



<PAGE>


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, EDI, 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;

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

         9.       a bank or trust company acting as trustee for a single account
                  in the  name of such  bank or  trust  company  if the  initial
                  investment in any of the Evergreen Funds 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.


<PAGE>



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.


                                PRICING OF SHARES

Calculation of Net Asset Value


         The Fund  calculates  its net asset value  ("NAV") once daily (or twice
daily,  for Money Market Funds) 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.

         (6) Municipal  bonds are valued by an  independent  pricing  service at
         fair  value  using a  variety  of  factors  which  may  include  yield,
         liquidity,  interest rate risk,  credit quality,  coupon,  maturity and
         type of issue.


Foreign securities are generally valued on the basis of valuations provided by a
pricing  service,   approved  by  the  Fund's  Board  of  Trustees,  which  uses
information  with respect to  transactions in such  securities,  quotations from
broker-dealers,  market  transactions  in  comparable  securities,  and  various
relationships between securities and yield to maturity in determining value.


                            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:

              P(1 + T)n = ERV

         P =   initial  payment  of $1,000
         T =   average  annual  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:

                                      a-b
                          Yield = 2[(----- +1)6 - 1]
                                      cd
         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:

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:
                                                Yield
                  Tax Equivalent Yield = ---------------------
                                          1 - Income Tax Rate

                  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

         EDI 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 EDI with respect to each class of the
Fund. EDI is a subsidiary of The BISYS Group, Inc.

         EDI, as agent,  has agreed to use its best  efforts to find  purchasers
for  the  shares.   EDI  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 EDI 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 EDI 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.

         EDI has agreed that it will,  in all  respects,  duly  conform with all
state and federal laws applicable to the sale of the shares. EDI 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 EDI or any other  person  for whose  acts EDI 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 EDI's judgment, it could benefit the sales of
shares,  EDI 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 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 12b-1 fees 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           0.75%*
                        ------------------------------- ---------------

                  * Currently limited to 0.25% or less to be used exclusively as
                    a  shareholder  service  fee.  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  EDI  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 EDI 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 EDI 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. EDI may assign
its rights to receive  compensation  under the Plans to secure such  financings.
FUNB  or  its  affiliates  may  finance  payments  made  by  EDI  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 EDI  under  the  Agreements  may be  paid  by the  Fund's
Distributor to the acquired fund's distributor or its predecessor.

         Since EDI's  compensation  under the Agreements is not directly tied to
the  expenses  incurred  by EDI,  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 EDI.  Distribution expenses incurred by EDI in one
fiscal year that exceed the  compensation  paid to EDI 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 annually on 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 EDI to
compensate broker-dealers in connection with the sale of such shares.


         Service fees are accrued  daily and paid at least  annually on Class A,
Class B, Class C, and  Institutional  Service  shares  and are  charged as class
expenses, as accrued.

         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 SEC  make  payments  for
distribution  services  to EDI;  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 EDI with respect to that class or classes, and (ii) the Fund
would  not  be  obligated  to  pay  EDI  for  any  amounts  expended  under  the
Distribution  Agreement not  previously  recovered by the EDI 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 EDI.  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
EDI. 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 Code, as
amended.  (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 or
U.S.  Government  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 or U.S.
Government  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 Shareholders of Municipal Bond Funds

         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,  as amended.) 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.


<PAGE>


                                    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 Evergreen Asset Management  Company ("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

         The  foregoing is qualified in its entirety by reference to the Trust's
Declaration of Trust.

Description of Shares

         The Declaration of Trust authorizes the issuance of an unlimited number
of shares of beneficial  interest of series and classes of shares. Each share of
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.,
OppenheimerFunds, Inc. and Putnam Investment Management, Inc.

         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, the Vice Chairman of the Board,  Michael Scofield,  and
Russell Salton,  each of whom is an Independent  Trustee.  Commencing January 1,
2000, the Trust's Executive Committee will consist of the Chairman of the Board,
Michael Scofield,  K. Dunn Gifford and Russell Salton.  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 (real estate development) and
                                                                 Centrum Properties, Inc.(real estate development).

Charles A. Austin III                Trustee                     Investment Counselor to Appleton Partners, Inc.(investment
(DOB: 10/23/34)                                                  advice); former 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  (leather goods  purveyor);
                                                                 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 Committee, Foundation
(DOB: 8/13/24)                       of  Trustees                for the 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 (manufacturing); Director of Phoenix Total
                                                                 Return Fund and Equifax, Inc. (worldwide information
                                                                 management); 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 and Marketing Management with Nucor-Yamoto, Inc.
(DOB: 7/14/39)                                                   (steel producer).

Thomas L. McVerry                    Trustee                     Former Vice President and Director of Rexham Corporation
(DOB: 8/2/39)                                                    (manufacturing); and Director of Carolina Cooperative
                                                                 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.
                                                                 (communications), 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                     Independent Consultant; former Chairman, Environmental
(DOB: 8/11/39)                                                   Warranty, Inc. (insurance agency); former Executive
                                                                 Consultant, Drake Beam Morin, Inc. (executive
                                                                 outplacement); Director of CTG Resources, Inc. (natural
                                                                 gas), Hartford Hospital, Old State House Association, and
                                                                 Enhance Financial Services, Inc.; former Director Middlesex
                                                                 Mutual Assurance Company; former Chairman, Board of
                                                                 Trustees, Hartford Graduate Center; Trustee, Greater
                                                                 Hartford YMCA.

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 National 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>

*      As of January 1, 2000, Michael S. Scofield will become Chairman of the
       Board and James S. Howell will become Trustee Emeritis.
**     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.


<PAGE>

<TABLE>
<CAPTION>
                                                 COMPARISON OF LONG-TERM BOND RATINGS
<S>  <C>               <C>              <C>             <C>
     ----------------- ---------------- --------------- =================================================

     MOODY'S           S&P              FITCH           Credit Quality
     ----------------- ---------------- --------------- =================================================
     ----------------- ---------------- --------------- =================================================

     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:

o        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

o        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.



<PAGE>


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:

o        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

o        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.


<PAGE>


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.



<PAGE>


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.



<PAGE>


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 or 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.



<PAGE>


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 EDI,
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 B

                       STATEMENT OF ADDITIONAL INFORMATION
<PAGE>
                             EVERGREEN EQUITY TRUST

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

                              DOMESTIC GROWTH FUNDS

                       STATEMENT OF ADDITIONAL INFORMATION


                                February 1, 2000



                          Evergreen Fund ("Evergreen")
             Evergreen Aggressive Growth Fund ("Aggressive Growth")
                         Evergreen Omega Fund ("Omega")
              Evergreen Small Company Growth Fund ("Small Company")
              Evergreen Strategic Growth Fund ("Strategic Growth")
                Evergreen Stock Selector Fund ("Stock Selector")
              Evergreen Tax Strategic Equity Fund ("Tax Strategic")
                       Evergreen Masters Fund ("Masters")
                        Evergreen Growth Fund ("Growth")
                Evergreen Capital Growth Fund ("Capital Growth")


                     (Each a "Fund"; together, the "Funds")

         Each Fund is a series of 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  prospectuses  of the Funds  dated
     February 1, 2000.  The Funds are offered  through the  prospectus  offering
     Class A, Class B, Class C, and Class Y shares. The information in Part 1 of
     this SAI is specific  information  about the Funds in the  prospectus.  The
     information  in Part 2 of this SAI contains more general  information  that
     may or may not  apply  to the  Fund or Class  of  shares  in which  you are
     interested.


         Certain  information  may be  incorporated  by  reference to the Funds'
     Annual Report dated September 30, 1999. You may obtain a copy of the Annual
     Report without charge by calling  (800)-343-2898  or downloading it off our
     website at www.evergreen-funds.com.



                                TABLE OF CONTENTS
<TABLE>
<CAPTION>

PART 1
<S>                                                                                                            <C>
TRUST HISTORY...................................................................................................1-3
INVESTMENT POLICIES.............................................................................................1-3
OTHER SECURITIES AND PRACTICES..................................................................................1-5
PRINCIPAL HOLDERS OF FUND SHARES................................................................................1-5
EXPENSES.......................................................................................................1-13
PERFORMANCE....................................................................................................1-20
COMPUTATION OF CLASS A OFFERING PRICE ........................................................................ 1-21
SERVICE PROVIDERS..............................................................................................1-22
FINANCIAL STATEMENTS...........................................................................................1-24

PART 2


ADDITIONAL INFORMATION ON SECURITIES AND INVESTMENT PRACTICES...................................................2-1
PURCHASE AND REDEMPTION OF SHARES..............................................................................2-12
SALES CHARGE WAIVERS AND REDUCTIONS............................................................................2-14
PRICING OF SHARES..............................................................................................2-14
PERFORMANCE CALCULATIONS.......................................................................................2-17
PRINCIPAL UNDERWRITER..........................................................................................2-19
DISTRIBUTION EXPENSES UNDER RULE 12b-1.........................................................................2-20
TAX INFORMATION................................................................................................2-22
BROKERAGE......................................................................................................2-25
ORGANIZATION...................................................................................................2-26
INVESTMENT ADVISORY AGREEMENT..................................................................................2-27
MANAGEMENT OF THE TRUST........................................................................................2-29
CORPORATE AND MUNICIPAL BOND RATINGS...........................................................................2-31
ADDITIONAL INFORMATION.........................................................................................2-41

</TABLE>


<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.
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

FUNDAMENTAL INVESTMENT RESTRICTIONS

         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 Funds' 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.

         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).

         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).


<PAGE>


         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.

         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.


<PAGE>


         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:

Defensive Investments
U.S. Government Securities

When-Issued, Delayed-Delivery and Forward Commitment Transactions
Repurchase Agreements
Reverse Repurchase Agreements (not applicable to Growth)
Options
Futures Transactions
Foreign Securities (not applicable to Evergreen, Growth or Aggressive Growth)
Foreign Currency Transactions (not applicable to Evergreen, Growth or
                               Aggressive Growth)
Illiquid and Restricted Securities
Investment in Other Investment Companies
Short Sales



                        PRINCIPAL HOLDERS OF FUND SHARES


         As of October 29,  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 October 29, 1999.



         Evergreen Class A:

                  None

         Evergreen Class B:

                  None

         Evergreen Class C:

                  None
<PAGE>

         Evergreen Class Y:

First Union National Bank EB/INT                   25.84%
Reinvest Account
Attn: Trust Operations Fund Group
401 S. Tryon Street, 3rd Floor CMG 1151
Charlotte, NC  28202-1911

         Aggressive Growth Class A:

MLPF&S For the Sole Benefit of Its Customers       9.74%
Attn: Fund Administration #97212
4800 Deer Lake Drive E, 2nd Floor
Jacksonville, FL  32246-6484

         Aggressive Growth Class B:

                 None

         Aggressive Growth Class C:

MLPF&S For the Sole Benefit of Its Customers       13.73%
Attn: Fund Administration #97212
4800 Deer Lake Drive E, 2nd Floor
Jacksonville, FL  32246-6484

Lavedna Ellingson                                   7.30
Douglas Ellingson JT WROS
8510 McClintock
Tempe, AZ  85284-2527

First Clearing Corporation                          6.36%
Donna F. Owen IRA
WFS As Custodian
2412 N. Quincy Street
Arlington, VA  22207-5000

         Aggressive Growth Class Y:

First Union National Bank                           53.08%
Trust Accounts
Attn: Ginny Batten
11th Floor CMG-1151
301 S. Tryon Street
Charlotte, NC 28202-1915

First Union National Bank                           19.36%
Trust Accounts
Attn: Ginny Batten
11th Floor CMG-1151
301 S. Tryon Street
Charlotte, NC 28202-1915

         Omega Class A:

                  None

         Evergreen Omega Class B:

                  None

         Omega Class C:

MLPF&S For the Sole Benefit of Its Customers         20.11%
Attn: Fund Administration #97212
4800 Deer Lake Drive E, 2nd Floor
Jacksonville, FL  32246-6484

         Omega Class Y:

First Union National Bank                           14.59%
Re-invest Account
Attn: Trust Operations Fund Group
401 S. Tryon Street, 3rd Floor
Charlotte, NC 28202-1915
<PAGE>
State Street Bank and Trust Company Cust.           7.35%
Gerald A. Baas PSRP FBO
Gerald A. Baas
3761 Pine Tree Terrace
Kalamazoo, MI 49024-1038

         Small Company Class A:

Rofe & Co.                                          5.01%
C/O State Street Bank and Trust Company
For Sub Account
Kokusai Securities Co. LTD.
P.O. Box 5061
Boston, MA  02206-0001

         Small Company Class B:

MLPF&S For the Sole Benefit of Its Customers         19.38%
Attn: Fund Administration #97212
4800 Deer Lake Drive E, 2nd Floor
Jacksonville, FL  32246-6484

         Small Company Class C:

MLPF&S For the Sole Benefit of Its Customers         53.43%
Attn: Fund Administration #97212
4800 Deer Lake Drive E, 2nd Floor
Jacksonville, FL  32246-6484

Douglas M. Ellingson
1833 East Carver Street
Tempe, AZ 85284-2059

         Small Company Class Y:

First Union National Bank                           53.30%
Cash Account
Attn: Trust Operations Fund Group
401 S. Tryon Street, 3rd Floor
Charlotte, NC 28202-1915

Robert P. Geroch                                    41.21%
12325 Algonquin Road
Palos Park, IL  60464-1937

         Strategic Growth Class A:

                  None

         Strategic Growth Class B:

                  None

         Strategic Growth Class C:

Albion Telephone Co. Inc.                           5.16%
Box 98
Albion, ID  83311-0098

         Strategic Growth Class Y

First Union National Bank                           74.85%
Cash Account
Attn: Trust Operations Fund Group
401 S. Tryon Street, 3rd Floor
Charlotte, NC 28202-1915

First Union National Bank                           14.77%
Trust Accounts
Attn: Ginny Batten
11th Floor CMG-1151
301 S. Tryon Street
Charlotte, NC 28202-1915

         Stock Selector Class A:

                   None

         Stock Selector Class B:

MLPF&S For the Sole Benefit of Its Customers         8.99%
Attn: Fund Administration #97212
4800 Deer Lake Drive E, 2nd Floor
Jacksonville, FL  32246-6484

         Stock Selector Class C:

First Union Securities Inc.                          13.84%
FBO Gary L. Hildebrandt
111 East Kilbourn Avenue
Milwaukee, TX 76034-8689

Donaldson Lufkin Jenrette                            13.32%
Securities Corporation Inc.
P.O. Box 2052
Jersey City, NJ  07303-9998
<PAGE>
Donaldson Lufkin Jenrette                            12.65%
Securities Corporation Inc.
P.O. Box 2052
Jersey City, NJ  07303-9998

Donaldson Lufkin Jenrette                            11.85%
Securities Corporation Inc.
P.O. Box 2052
Jersey City, NJ  07303-9998

Resources Trust Co. Cust.                            11.61%
IRA FBO John G. Leckie
P.O. Box 5900
Denver, CO 80217-5900

First Clearing Corporation FBO                       8.63%
Elizabeth Smith
1125 Highway A1A #602
Satellite Beach, FL  32937-2424

Resources Trust Corporation TR IRA                   5.02
U/A 03/06/95
FBO William Robert Dailey Jr.
P.O. Box 5900
Denver, CO  80217-5900

         Stock Selector Class Y:

First Union National Bank EB/INT                     61.41%
Reinvest Account
Attn: Trust Operations Fund Group
401 S. Tryon Street, 3rd Floor CMG 1151
Charlotte, NC  28202-1911

First Union National Bank                            35.54%
Cash Account
Attn: Trust Operations Fund Group
401 S. Tryon Street, 3rd Floor
Charlotte, NC 28202-1915

         Tax Strategic Class A:

PaineWebber FBO                                      10.26%
James W. Garvey Charitable Remainder U/Ind
DTD 03/30/93 James W. Garvey TTEE
1081 S. Glendale
Wichita, KS 67218

First Clearing Corporation FBO                       5.42%
Thomas K. Morton
961 Lew Blvd.
St. Augustine, FL 32084

First Clearing Corporation FBO                       5.42%
William K. Morton and
Leslie H. Morton JT WROS
2 Viejo St.
St. Augustine, FL 32084

PaineWebber FBO                                      5.13%
Freedom Fund
C/O Builders Inc.
1081 S. Glendale
Wichita, KS  67218

         Tax Strategic Class B:

MLPF&S For the Sole Benefit of Its                   6.35%
Customers
Attn: Fund Admin
4800 Deer Lake Dr. E, 2nd Floor
Jacksonville, FL  32246-6484

         Tax Strategic Class C:

MLPF&S For the Sole Benefit of Its                   14.04%
Customers
Attn: Fund Admin
4800 Deer Lake Dr. E, 2nd Floor
Jacksonville, FL  32246-6484

NFSC FEBO                                            9.23%
Nancy J. Vandenput
1314 Orlando Drive
Green Bay, WI  54313

Lara Nehemiah & Associates FB                        7.47%
Zelma Morrison TTEE JA Manfuso Trust
FBO Zelma Morrison
U/A DTD 01-08-1998
7705 Chatham Road
Chevy Chase, MD  20815
<PAGE>
         Tax Strategic Class Y:

L. Charles Hilton Jr.                                 53.26%
Lela G. Hilton JT WROS
4116 North Highway 231
Panama City, FL 32404-9235

Nola Maddox Falcone                                   28.47%
70 Drake Road
Scarsdale, NY 10583-6447

         Masters Class A:

MLPF&S For the Sole Benefit of Its                    6.62%
Customers
Attn: Fund Admin
4800 Deer Lake Dr. E, 2nd Floor
Jacksonville, FL  32246-6484

         Masters Class B:

               None

         Masters Class C:

MLPF&S For the Sole Benefit of Its                     16.82%
Customers
Attn: Fund Admin
4800 Deer Lake Dr. E, 2nd Floor
Jacksonville, FL  32246-6484

Robert L. Farner Robert L. Farner                      11.23
Assoc. Profit Sharing Plan U/A DTD
12/8/69
204 E. Santa Fe
Box 485
Toluca, IL 61369-0485

         Masters Class Y:

First Union National Bank                              85.38%
Trust Accounts
Attn: Ginny Batten
11th Floor CMG-1151
301 S. Tryon Street
Charlotte, NC 28202-1915

         Growth Class A:

          None

         Growth Class B:

First Clearing Corporation FBO                        78.61%
Judith Druyanoff Kandel
12850 SW 4Court #205
Pembroke Pines, FL 33027

First Union Securities Inc.                           11.13%
For Rachel D. Neumann
11 East Kilbourn Avenue
Milwaukee, IA  50021-5013

         Growth Class C:

           None

         Growth Class Y:

           None

         Capital Growth Class A:

           None
<PAGE>
         Capital Growth Class B:

First Clearing Corporation FBO                        12.75%
Harold Rossoff and Edith R.
Zimmerman JT WROS
220 Somerset L
West Palm Beach, FL  33417-2133

First Clearing Corporation FBO                        7.31%
Benjamin Franklin Dial IRA
2009 Walhala Dr.
Richmond, VA 23236

First Clearing Corporation FBO                        5.96%
Bernice Klosowski and John V.
Klosowski
42 Glenville Street
Greenwich, CT 06831

First Clearing Corporation FBO                        5.10%
Bernice Klosowski IRA
42 Glenville St.
Greenwich, CT 06831

First Clearing Corporation FBO                        5.10%
John V. Klosowski IRA
42 Glenville St.
Greenwich, CT 06831

         Capital Growth Class C:

            None

         Capital Growth Class Y:

Daniel J. Ludeman                                     54.39%
5105 Stratford Crescent
Richmond, VA  23226-1615

                                    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") is the investment advisor to
Evergreen . Lieber & Company acts as sub-advisor, and is reimbursed by EAMC for
the costs of providing sub-advisory services.  EAMC is entitled to receive an
annual fee based on the Fund's average daily net assets, as follows:

                  ---------------------------------- =================

                  Average Daily Net Assets           Fee
                  ---------------------------------- =================
                  ---------------------------------- =================

                         first $750 million               1.00%
                  ---------------------------------- =================
                  ---------------------------------- =================

                          next $250 million               0.90%
                  ---------------------------------- =================
                  ---------------------------------- =================

                           Over $1 billion                0.80%
                  ---------------------------------- =================


         EAMC is also the investment advisor to Tax Strategic.  EAMC is entitled
to receive from Tax  Strategic an annual fee equal to 0.95% of the average daily
net assets of the Fund. Lieber & Company acts as sub-advisor to the Fund, and is
reimbursed by EAMC for the costs of providing sub-advisory services.

         Evergreen   Investment   Management   ("EIM"),   formerly  the  Capital
Management  Group of First Union  National  Bank, is the  investment  advisor to
Aggressive  Growth.  EIM is entitled to receive from Aggressive Growth an annual
fee equal to 0.60% of the average daily net assets of the Fund.

         EIM is also the  investment  advisor to  Masters.  EIM is  entitled  to
receive  from  Masters  an annual  fee equal to 0.95% of the  average  daily net
assets of the Fund.

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

                  ---------------------------------- =================

                      Average Daily Net Assets             Fee
                  ---------------------------------- =================
                  ---------------------------------- =================

                         first $250 million               0.75%
                  ---------------------------------- =================
                  ---------------------------------- =================

                          next $250 million               0.675%
                  ---------------------------------- =================
                  ---------------------------------- =================

                          next $500 million               0.60%
                  ---------------------------------- =================
                  ---------------------------------- =================

                           over $1 billion                0.50%
                  ---------------------------------- =================


         EIMC is also the  investment  advisor to Small  Company  and  Strategic
Growth. EIMC is entitled to receive from each of these Funds an annual fee based
on the Fund's average daily net assets, as follows:


                  ---------------------------------- =================

                      Average Daily Net Assets             Fee
                  ---------------------------------- =================
                  ---------------------------------- =================

                         first $100 million               0.70%
                  ---------------------------------- =================
                  ---------------------------------- =================

                          next $100 million               0.65%
                  ---------------------------------- =================
                  ---------------------------------- =================

                          next $100 million               0.60%
                  ---------------------------------- =================
                  ---------------------------------- =================

                          next $100 million               0.55%
                  ---------------------------------- =================
                  ---------------------------------- =================

                          next $100 million               0.50%
                  ---------------------------------- =================
                  ---------------------------------- =================

                          next $500 million               0.45%
                  ---------------------------------- =================
                  ---------------------------------- =================

                          next $500 million               0.40%
                  ---------------------------------- =================
                  ---------------------------------- =================

                          over $1.5 billion               0.35%
                  ---------------------------------- =================


         Meridian  Investment Company ("MIC") is the investment advisor to Stock
Selector.  MIC is entitled to receive from Stock Selector an annual fee equal to
0.74% of the average  daily net assets of the Fund,  MIC has agreed to limit the
expenses of the Fund until August 2000.

         Mentor Investment  Advisors,  LLC ("Mentor Advisors") is the investment
advisor to Growth and  Capital  Growth.  Mentor  Advisors is entitled to receive
from Growth an annual fee equal to 0.70% of the average  daily net assets of the
Fund and an annual fee equal to 0.80% of the average daily net assets of Capital
Growth.


<PAGE>
Advisory Fees Paid


         Below are the advisory fees paid by each Fund for the last three fiscal
periods.  Masters  commenced  operations  on  1/4/99.  Tax  Strategic  commenced
operations on 9/4/1998.

<TABLE>
<CAPTION>
  ---------------------------------------------------------------- ----------------------- ======================

  Fund/Fiscal Year or Period                                       Advisory Fee            Waiver
  ---------------------------------------------------------------- ----------------------- ======================
<S>                                                                <C>                     <C>
  ===============================================================================================================

  Year or Period Ended 1999
  ===============================================================================================================
  ---------------------------------------------------------------- ----------------------- ======================


  Evergreen (Year ended 9/30/99)                                   $18,282,740             -0-

  ---------------------------------------------------------------- ----------------------- ======================
  ---------------------------------------------------------------- ----------------------- ======================


  Aggressive Growth (Year ended 9/30/99)                           $1,470,729              -0-

  ---------------------------------------------------------------- ----------------------- ======================
  ---------------------------------------------------------------- ----------------------- ======================


  Omega (Year ended 9/30/99)                                       $3,375,183              -0-

  ---------------------------------------------------------------- ----------------------- ======================
  ---------------------------------------------------------------- ----------------------- ======================


  Small Company (Year ended 9/30/99)                               $4,527,512              -0-

  ---------------------------------------------------------------- ----------------------- ======================
  ---------------------------------------------------------------- ----------------------- ======================


  Strategic Growth (Year ended 9/30/99)                            $5,150,970              -0-

  ---------------------------------------------------------------- ----------------------- ======================
  ---------------------------------------------------------------- ----------------------- ======================


  Stock Selector (Year ended 9/30/99)                              $3,346,783              -0-

  ---------------------------------------------------------------- ----------------------- ======================
  ---------------------------------------------------------------- ----------------------- ======================


  Tax Strategic (Year ended 9/30/99)                               $137,638                $123,734

  ---------------------------------------------------------------- ----------------------- ======================
  ---------------------------------------------------------------- ----------------------- ======================

  Masters (Nine months ended 9/30/99)                              $1,762,332              -0-

  ---------------------------------------------------------------- ----------------------- ======================
  ---------------------------------------------------------------- ----------------------- ======================

  Growth (Year ended 9/30/99)                                      $3,600,834              -0-

  ---------------------------------------------------------------- ----------------------- ======================
  ---------------------------------------------------------------- ----------------------- ======================

  Capital Growth (Year ended 9/30/99)                              $4,069,089              -0-

  ---------------------------------------------------------------- ----------------------- ======================

  ===============================================================================================================
<PAGE>
  Year or Period Ended 1998
  ===============================================================================================================
  ---------------------------------------------------------------- ----------------------- ======================

  Evergreen (Year ended 9/30/98)                                   $17,536,054             -0-
  ---------------------------------------------------------------- ----------------------- ======================
  ---------------------------------------------------------------- ----------------------- ======================

  Aggressive Growth (Year ended 9/30/98)                           $1,390,081              -0-
  ---------------------------------------------------------------- ----------------------- ======================
  ---------------------------------------------------------------- ----------------------- ======================

  Omega (Year ended 9/30/98)                                       $2,214,127              -0-
  ---------------------------------------------------------------- ----------------------- ======================
  ---------------------------------------------------------------- ----------------------- ======================

  Small Company (Year ended 9/30/98)                               $6,367,129              -0-
  ---------------------------------------------------------------- ----------------------- ======================
  ---------------------------------------------------------------- ----------------------- ======================

  Strategic Growth (Year ended 9/30/98)                            $4,870,007              -0-
  ---------------------------------------------------------------- ----------------------- ======================
  ---------------------------------------------------------------- ----------------------- ======================

  Stock Selector (Three months ended 9/30/98)                      $968,973                $85,492
  ---------------------------------------------------------------- ----------------------- ======================
  ---------------------------------------------------------------- ----------------------- ======================

  Stock Selector (Year ended 6/30/98)                              $4,270,615              -0-
  ---------------------------------------------------------------- ----------------------- ======================
  ---------------------------------------------------------------- ----------------------- ======================

  Tax Strategic (One month ended 9/30/98)                          $2,079                  $2,079
  ---------------------------------------------------------------- ----------------------- ======================
  ---------------------------------------------------------------- ----------------------- ======================


  Growth (Year ended 9/30/98)                                      $4,204,377              -0-

  ---------------------------------------------------------------- ----------------------- ======================
  ---------------------------------------------------------------- ----------------------- ======================


  Capital Growth (Year ended 9/30/98)                              $2,153,467              -0-

  ---------------------------------------------------------------- ----------------------- ======================
  ===============================================================================================================

  Year or Period Ended 1997
  ===============================================================================================================
  ---------------------------------------------------------------- ----------------------- ======================

  Evergreen (Year ended 9/30/97)                                   $13,089,112             -0-
  ---------------------------------------------------------------- ----------------------- ======================
  ---------------------------------------------------------------- ----------------------- ======================

  Aggressive Growth (Year ended 9/30/97)                           $1,013,344              -0-
  ---------------------------------------------------------------- ----------------------- ======================
  ---------------------------------------------------------------- ----------------------- ======================

  Omega (Nine months ended 9/30/97)                                $1,480,178              -0-
  ---------------------------------------------------------------- ----------------------- ======================
  ---------------------------------------------------------------- ----------------------- ======================

  Small Company (Four months ended 9/30/97)                        $2, 387, 425            -0-
  ---------------------------------------------------------------- ----------------------- ======================
  ---------------------------------------------------------------- ----------------------- ======================

  Small Company (Year ended 5/31/97)                               $7,788,033              -0-
  ---------------------------------------------------------------- ----------------------- ======================
  ---------------------------------------------------------------- ----------------------- ======================

  Strategic Growth (Eleven months ended 9/30/97)                   $3,205,753              -0-
  ---------------------------------------------------------------- ----------------------- ======================
  ---------------------------------------------------------------- ----------------------- ======================


  Stock Selector (Year ended 6/30/97)                              $3,459,108              -0-

  ---------------------------------------------------------------- ----------------------- ======================
  ---------------------------------------------------------------- ----------------------- ======================


  Growth (Year ended 9/30/97)                                      $3,238,498              -0-

  ---------------------------------------------------------------- ----------------------- ======================
  ---------------------------------------------------------------- ----------------------- ======================


  Capital Growth (Year ended 9/30/97)                              $1,063,903              -0-

  ---------------------------------------------------------------- ----------------------- ======================
  ===============================================================================================================
</TABLE>


<PAGE>


Brokerage Commissions


         Below are the  brokerage  commissions  paid by each Fund and  brokerage
commissions  paid by the  applicable  Funds to Lieber & Company  ("Lieber"),  or
Wheat, First Securities,  Inc. ("Wheat") or Everen Securities,  Inc. ("Everen"),
for the last three  fiscal  years or  periods.  For more  information  regarding
brokerage commissions,  see "Brokerage" in Part 2 of this SAI. Masters commenced
operations on 1/4/99. Tax Strategic commenced operations on 9/4/98.


<TABLE>
<CAPTION>

- ---------------------------------------------------- ----------------- -------------- --------------- ==============


                                                     Total Paid to     Total Paid     Total Paid to   Total paid
Fund/Fiscal Year or Period                           All Brokers       to Lieber      Wheat           to Everen

- ---------------------------------------------------- ----------------- -------------- --------------- ==============
<S>                                                  <C>               <C>           <C>                 <C>
====================================================================================================================


Year or Period Ended 1999

====================================================================================================================
- ---------------------------------------------------- ----------------- -------------- ------------------ ===========


Evergreen (Year ended 9/30/99)                       $1,518,844        $658,466       N/A                N/A

- ---------------------------------------------------- ----------------- -------------- ------------------ ===========
- ---------------------------------------------------- ----------------- -------------- ------------------ ===========


Aggressive Growth (Year ended 9/30/99)               $348,579          N/A            $4,512             N/A

- ---------------------------------------------------- ----------------- -------------- ------------------ ===========
- ---------------------------------------------------- ----------------- -------------- ------------------ ===========


Omega (Year ended 9/30/99)                           $1,353,427        N/A            $14,841            N/A

- ---------------------------------------------------- ----------------- -------------- ------------------ ===========
- ---------------------------------------------------- ----------------- -------------- ------------------ ===========


Small Company (Year ended 9/30/99)                   $2,468,166        N/A            $10,272            N/A

- ---------------------------------------------------- ----------------- -------------- ------------------ ===========
- ---------------------------------------------------- ----------------- -------------- ------------------ ===========


Strategic Growth (Year ended 9/30/99)                $2,423,266        N/A            $19,356            N/A

- ---------------------------------------------------- ----------------- -------------- ------------------ ===========
- ---------------------------------------------------- ----------------- -------------- ------------------ ===========


Stock Selector (Year ended 9/30/99)                  $800,984          N/A            N/A                N/A

- ---------------------------------------------------- ----------------- -------------- ------------------ ===========
- ---------------------------------------------------- ----------------- -------------- ------------------ ===========


Tax Strategic (Year ended 9/30/99)                   $52,397           $45,122        N/A                N/A

- ---------------------------------------------------- ----------------- -------------- ------------------ ===========
- ---------------------------------------------------- ----------------- -------------- ------------------ ===========

Masters (Nine months ended 9/30/99)                  $83,062           $122,777       N/A                $828

- ---------------------------------------------------- ----------------- -------------- ------------------ ===========
- ---------------------------------------------------- ----------------- -------------- ------------------ ===========

Growth (Year ended 9/30/99)                          $316,311          N/A            $36,441            N/A

- ---------------------------------------------------- ----------------- -------------- ------------------ ===========
- ---------------------------------------------------- ----------------- -------------- ------------------ ===========

Capital Growth (Year ended 9/30/99)                  $392,325          N/A            $110,545           N/A

- ---------------------------------------------------- ----------------- -------------- ------------------ ===========

<PAGE>
- ---------------------------------------------------- ----------------- -------------- ------------------ ============

                                                                                                         Total paid
                                                     Total Paid to     Total Paid     Total Paid to      to Everen
Fund/Fiscal Year or Period                           All Brokers       to Lieber      Wheat
- ---------------------------------------------------- ----------------- -------------- ------------------ ============
=====================================================================================================================

Year or Period Ended 1998
=====================================================================================================================
- ---------------------------------------------------- ----------------- -------------- ------------------ ============


Evergreen (Year ended 9/30/98)                       $507,457          $405,182       N/A                N/A

- ---------------------------------------------------- ----------------- -------------- ------------------ ============
- ---------------------------------------------------- ----------------- -------------- ------------------ ============


Aggressive Growth (Year ended 9/30/98)               $127,761          N/A            N/A                N/A

- ---------------------------------------------------- ----------------- -------------- ------------------ ============
- ---------------------------------------------------- ----------------- -------------- ------------------ ============


Omega (Year ended 9/30/98)                           $512,446          N/A            N/A                N/A

- ---------------------------------------------------- ----------------- -------------- ------------------ ============
- ---------------------------------------------------- ----------------- -------------- ------------------ ============


Small Company (Year ended 9/30/98)                   $2,527,607        N/A            N/A                N/A

- ---------------------------------------------------- ----------------- -------------- ------------------ ============
- ---------------------------------------------------- ----------------- -------------- ------------------ ============


Strategic Growth (Year ended 9/30/98)                $162,350          N/A            N/A                N/A

- ---------------------------------------------------- ----------------- -------------- ------------------ ============
- ---------------------------------------------------- ----------------- -------------- ------------------ ============


Stock Selector (Three months ended 9/30/98)          $81,289           N/A            N/A                N/A

- ---------------------------------------------------- ----------------- -------------- ------------------ ============
- ---------------------------------------------------- ----------------- -------------- ------------------ ============


Stock Selector (Year ended 6/30/98)                  $840,644          N/A            N/A                N/A

- ---------------------------------------------------- ----------------- -------------- ------------------ ============
- ---------------------------------------------------- ----------------- -------------- ------------------ ============


Tax Strategic (One month ended 9/30/98)              $5,853            $5,653         N/A                N/A

- ---------------------------------------------------- ----------------- -------------- ------------------ ============
- ---------------------------------------------------- ----------------- -------------- ------------------ ============

Growth (Year ended 9/30/98)                          $2,620,649        N/A            $148,289           $20,738

- ---------------------------------------------------- ----------------- -------------- ------------------ ============
- ---------------------------------------------------- ----------------- -------------- ------------------ ============

Capital Growth (Year ended 9/30/98)                  $920,105          N/A            $104,188           $63,266

- ---------------------------------------------------- ----------------- -------------- ------------------ ============
- ---------------------------------------------------- ----------------- ==============================================

Year or Period Ended 1997
- ---------------------------------------------------- ----------------- ==============================================
- ---------------------------------------------------- ----------------- ----------------- --------------- ============

Evergreen (Year ended 9/30/97)                       $503,276          $416,953          N/A             N/A

- ---------------------------------------------------- ----------------- ----------------- --------------- ============
- ---------------------------------------------------- ----------------- ----------------- --------------- ============

Aggressive Growth (Year ended 9/30/97)               $677,860          N/A               N/A             N/A

- ---------------------------------------------------- ----------------- ----------------- --------------- ============
- ---------------------------------------------------- ----------------- ----------------- --------------- ============


Omega (Nine months ended 9/30/97)                    $403,294          N/A               N/A             N/A

- ---------------------------------------------------- ----------------- ----------------- --------------- ============
- ---------------------------------------------------- ----------------- ----------------- --------------- ============


Small Company (Year ended 5/31/97)                   $1,891,397        N/A               N/A             N/A

- ---------------------------------------------------- ----------------- ----------------- --------------- ============
- ---------------------------------------------------- ----------------- ----------------- --------------- ============


Strategic Growth (Eleven months ended 9/30/97)       $1,144,065        N/A               N/A             N/A

- ---------------------------------------------------- ----------------- ----------------- --------------- ============
- ---------------------------------------------------- ----------------- ----------------- --------------- ============


Stock Selector (Year ended 6/30/97)                  $1,026,435        N/A               N/A             N/A

- ---------------------------------------------------- ----------------- ----------------- --------------- ============
- ---------------------------------------------------- ----------------- ----------------- --------------- ============

- ---------------------------------------------------- ----------------- ----------------- --------------- ============
- ---------------------------------------------------- ----------------- ----------------- --------------- ============

Growth (Year ended 9/30/98)                          $1,482,817        N/A               $101,434        $2,331

- ---------------------------------------------------- ----------------- ----------------- --------------- ============
- ---------------------------------------------------- ----------------- ----------------- --------------- ============

Capital Growth (Year ended 9/30/98)                   $275,151          N/A               $29,226         $9,793
- ---------------------------------------------------- ----------------- ----------------- --------------- ============
</TABLE>


<PAGE>





Percentage of Brokerage Commissions Paid to Lieber, Wheat,
and Everen

         The tables below show,  for the fiscal year or period  ended  September
30, 1999, (1) the  percentage of aggregate  brokerage  commissions  paid by each
applicable  Fund to Lieber,  Wheat,  and Everen and (2) the  percentage  of each
applicable  Fund's  aggregate  dollar  amount  of  commissionable   transactions
effected through Lieber, Wheat, and Everen. For more information, see "Selection
of Brokers" under "Brokerage" in Part 2 of this SAI.


- ------------------------------ ---------------------------- ====================

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


Fund
- ------------------------------ ---------------------------- ====================
- ------------------------------ ---------------------------- ====================


Evergreen                      43.4%                        1.6%

- ------------------------------ ---------------------------- ====================
- ------------------------------ ---------------------------- ====================

- ------------------------------ ---------------------------- ====================
- ------------------------------ ---------------------------- ====================

Masters

- ------------------------------ ---------------------------- ====================
- ------------------------------ ---------------------------- ====================


Tax Strategic                  86.1%                        11.0%

- ------------------------------ ---------------------------- ====================

<TABLE>
<CAPTION>

                                                   Percentage of                               Percentage of
                               Percentage of       Commissionable        Percentage of         Commissionable
                               Commissions to      Transactions          Commissions to        Transactions
Fund                           Wheat               through Wheat         Everen                through Everen
<S>                                <C>                   <C>                     <C>                  <C>
- ------------------------------ ------------------- --------------------- ===================== =====================


Aggressive Growth

- ------------------------------ ------------------- --------------------- ===================== =====================


Omega

- ------------------------------ ------------------- --------------------- ===================== =====================


Small Company

- ------------------------------ ------------------- --------------------- ===================== =====================
- ------------------------------ ------------------- --------------------- ===================== =====================


Strategic Growth

- ------------------------------ ------------------- --------------------- ===================== =====================
- ------------------------------ ------------------- --------------------- ===================== =====================


Masters

- ------------------------------ ------------------- --------------------- ===================== =====================


Growth                               11.5%                 0.4%                  N/A                   N/A

- ------------------------------ ------------------- --------------------- ===================== =====================


Capital Growth                       28.2%                 2.9%                  N/A                   N/A

- ------------------------------ ------------------- --------------------- ===================== =====================
</TABLE>

<PAGE>


Underwriting Commissions


         Below  are the  underwriting  commissions  paid by  each  Fund  and the
amounts retained by the principal underwriter for the last three fiscal years or
periods.  For more  information,  see "Principal  Underwriter" in Part 2 of this
SAI. Masters commenced  operations on 1/4/99. Tax Strategic commenced operations
on 9/4/98.

<TABLE>
<CAPTION>

- -------------------------------------------------------------- -------------------- ==================

                                                               Total Underwriting   Underwriting
                                                               Commissions          Commissions
Fund/Fiscal Year or Period                                                          Retained
- -------------------------------------------------------------- -------------------- ==================
<S>                                                            <C>                   <C>
======================================================================================================

Year or Period Ended 1999
======================================================================================================
- -------------------------------------------------------------- -------------------- ==================


Evergreen (Year ended 9/30/99)                                 $3,126,728           $34,013

- -------------------------------------------------------------- -------------------- ==================
- -------------------------------------------------------------- -------------------- ==================


Aggressive Growth (Year ended 9/30/99)                         $437,490             $7,010

- -------------------------------------------------------------- -------------------- ==================
- -------------------------------------------------------------- -------------------- ==================


Omega (Year ended 9/30/99)                                     $10,103,331          $81,805

- -------------------------------------------------------------- -------------------- ==================
- -------------------------------------------------------------- -------------------- ==================


Small Company (Year ended 9/30/99)                             $447,699             -0-

- -------------------------------------------------------------- -------------------- ==================
- -------------------------------------------------------------- -------------------- ==================


Strategic Growth (Year ended 9/30/99)                          $554,207             $14,187

- -------------------------------------------------------------- -------------------- ==================
- -------------------------------------------------------------- -------------------- ==================


Stock Selector (Year ended 9/30/99)                            $63,918              $3,020

- -------------------------------------------------------------- -------------------- ==================
- -------------------------------------------------------------- -------------------- ==================


Tax Strategic (Year ended 9/30/99)                             $307,795             $6,430

- -------------------------------------------------------------- -------------------- ==================
- -------------------------------------------------------------- -------------------- ==================


Masters (Nine months ended 9/30/99)                            $4,354,040           -0-

- -------------------------------------------------------------- -------------------- ==================
- -------------------------------------------------------------- -------------------- ==================


Growth (Year ended 9/30/99)                                    $614,858             $83,953

- -------------------------------------------------------------- -------------------- ==================
- -------------------------------------------------------------- -------------------- ==================


Capital Growth (Year ended 9/30/99)                            $404,779             $55,269

- -------------------------------------------------------------- -------------------- ==================


<PAGE>



======================================================================================================

Year or Period Ended 1998
======================================================================================================
- -------------------------------------------------------------- -------------------- ==================

Evergreen (Year ended 9/30/98)                                 $10, 689,087         $233, 260
- -------------------------------------------------------------- -------------------- ==================
- -------------------------------------------------------------- -------------------- ==================

Aggressive Growth (Year ended 9/30/98)                         $414,138             $19,289
- -------------------------------------------------------------- -------------------- ==================
- -------------------------------------------------------------- -------------------- ==================

Omega (Year ended 9/30/98)                                     $790,103             $25,765
- -------------------------------------------------------------- -------------------- ==================
- -------------------------------------------------------------- -------------------- ==================

Small Company (Year ended 9/30/98)                             $958,402             $2,569
- -------------------------------------------------------------- -------------------- ==================
- -------------------------------------------------------------- -------------------- ==================

Strategic Growth (Year ended 9/30/98)                          $883,936             $12,462
- -------------------------------------------------------------- -------------------- ==================
- -------------------------------------------------------------- -------------------- ==================
                                                               $110,148             $10,160
Stock Selector (Year Ended 6/30/98)
- -------------------------------------------------------------- -------------------- ==================
- -------------------------------------------------------------- -------------------- ==================

Stock Selector (Three months ended 9/30/98)                    $5,836               $324
- -------------------------------------------------------------- -------------------- ==================
- -------------------------------------------------------------- -------------------- ==================

Tax Strategic (One month ended 9/30/98)                        $477                 $52
- -------------------------------------------------------------- -------------------- ==================
- -------------------------------------------------------------- -------------------- ==================

Growth (Year ended 9/30/98)                                    N/A                  $231,016

- -------------------------------------------------------------- -------------------- ==================
- -------------------------------------------------------------- -------------------- ==================

Capital Growth (Year ended 9/30/98)                            N/A                  $320,153

- -------------------------------------------------------------- -------------------- ==================
======================================================================================================

Year or Period Ended 1997
======================================================================================================
- -------------------------------------------------------------- -------------------- ==================

Evergreen (Year ended 9/30/97)                                 $1,464,361           $129,417
- -------------------------------------------------------------- -------------------- ==================
- -------------------------------------------------------------- -------------------- ==================

- -------------------------------------------------------------- -------------------- ==================
- -------------------------------------------------------------- -------------------- ==================

Aggressive Growth (Year ended 9/30/97)                         $278,145             $21,472
- -------------------------------------------------------------- -------------------- ==================
- -------------------------------------------------------------- -------------------- ==================

Omega (Nine months ended 9/30/97)                              $254,113             $19,806
- -------------------------------------------------------------- -------------------- ==================
- -------------------------------------------------------------- -------------------- ==================

Small Company (Four months ended 9/30/97)                      $878,274             $22,796
- -------------------------------------------------------------- -------------------- ==================
- -------------------------------------------------------------- -------------------- ==================

Small Company (Year ended 5/31/97)                             $17,885,604          $13,187,854
- -------------------------------------------------------------- -------------------- ==================
- -------------------------------------------------------------- -------------------- ==================
                                                               $646,769             $14,708
Strategic Growth (Eleven months ended 9/30/97)
- -------------------------------------------------------------- -------------------- ==================
- -------------------------------------------------------------- -------------------- ==================

Stock Selector (Year ended 6/30/97)                            $96,837              $4,819
- -------------------------------------------------------------- -------------------- ==================
- -------------------------------------------------------------- -------------------- ==================

                                                               N/A                  $116,796
Growth (Year ended 9/30/97)

- -------------------------------------------------------------- -------------------- ==================
- -------------------------------------------------------------- -------------------- ==================

                                                               N/A                  $132,159
Capital Growth (Year ended 9/30/97)

- -------------------------------------------------------------- -------------------- ==================
</TABLE>

<PAGE>

12b-1 Fees


         Below are the  12b-1  fees  paid by each  Fund for the  fiscal  year or
period  ended  September  30,  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>

Evergreen                   -0-             $516,968           $5,171,528       $1,723,843        $103,327          $34,442

- --------------------------- --------------- ------------------ ---------------- ----------------- ----------------- ==============
- --------------------------- --------------- ------------------ ---------------- ----------------- ----------------- ==============


Aggressive Growth           -0-             $403,975           $364,688         $121,563          $30,977           $10,326

- --------------------------- --------------- ------------------ ---------------- ----------------- ----------------- ==============
- --------------------------- --------------- ------------------ ---------------- ----------------- ----------------- ==============


Omega                       -0-             $592,955           $1,642,750       $547,583          $149,456          $49,819

- --------------------------- --------------- ------------------ ---------------- ----------------- ----------------- ==============
- --------------------------- --------------- ------------------ ---------------- ----------------- ----------------- ==============


Small Company               -0-             $1,737,875         $1,045,523       $348,507          $23,980           $7,993

- --------------------------- --------------- ------------------ ---------------- ----------------- ----------------- ==============
- --------------------------- --------------- ------------------ ---------------- ----------------- ----------------- ==============


Strategic Growth            -0-             $2,145,390         $895,009         $298,336          $14,778           $4,926

- --------------------------- --------------- ------------------ ---------------- ----------------- ----------------- ==============
- --------------------------- --------------- ------------------ ---------------- ----------------- ----------------- ==============

Stock Selector              -0-             $50,314            $8,744           $2,915            $52               -$17

- --------------------------- --------------- ------------------ ---------------- ----------------- ----------------- ==============
- --------------------------- --------------- ------------------ ---------------- ----------------- ----------------- ==============


Tax Strategic               -0-             $8,480             $36,807          $12,269           $8,911            $2,970

- --------------------------- --------------- ------------------ ---------------- ----------------- ----------------- ==============
- --------------------------- --------------- ------------------ ---------------- ----------------- ----------------- ==============

Masters                     -0-             $330,910           $372,740         $124,247          $21,252           $7,084

- --------------------------- --------------- ------------------ ---------------- ----------------- ----------------- ==============
- --------------------------- --------------- ------------------ ---------------- ----------------- ----------------- ==============

Growth                      -0-             $251,717           -0-              -0-               $2,854,377        $951,522

- --------------------------- --------------- ------------------ ---------------- ----------------- ----------------- ==============
- --------------------------- --------------- ------------------ ---------------- ----------------- ----------------- ==============

Capital Growth              -0-             $642,323           -0-              -0-               $1,887,791        $629,264

- --------------------------- --------------- ------------------ ---------------- ----------------- ----------------- ==============
</TABLE>

Trustee Compensation


         Listed below is the Trustee compensation paid by the Trust individually
for the fiscla  year ended  September  30,  1999 and by the Trust and the eleven
other trusts in the Evergreen  Fund Complex for the calendar year ended December
31, 1998.  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              $5,448                         $75,500

         ------------------------------- ------------------------------ =============================
         ------------------------------- ------------------------------ =============================


         Charles A. Austin, III          $5,458                         $75,500

         ------------------------------- ------------------------------ =============================
         ------------------------------- ------------------------------ =============================


         K. Dun Gifford                  $5,456                         $73,000

         ------------------------------- ------------------------------ =============================
         ------------------------------- ------------------------------ =============================


         James S. Howell                 $7,113                         $99,500

         ------------------------------- ------------------------------ =============================
         ------------------------------- ------------------------------ =============================


         Leroy Keith Jr.                 $5,434                         $73,000

         ------------------------------- ------------------------------ =============================
         ------------------------------- ------------------------------ =============================


         Gerald M. McDonnell             $5,480                         $75,500

         ------------------------------- ------------------------------ =============================
         ------------------------------- ------------------------------ =============================


         Thomas L. McVerry               $6,288                         $86,500

         ------------------------------- ------------------------------ =============================
         ------------------------------- ------------------------------ =============================


         William Walt Pettit             $5,434                         $68,000

         ------------------------------- ------------------------------ =============================
         ------------------------------- ------------------------------ =============================


         David M. Richardson             $5,465                         $73,000

         ------------------------------- ------------------------------ =============================
         ------------------------------- ------------------------------ =============================


         Russell A. Salton, III          $5,669                         $79,000

         ------------------------------- ------------------------------ =============================
         ------------------------------- ------------------------------ =============================


         Michael S. Scofield*            $7,003                         $79,500

         ------------------------------- ------------------------------ =============================
         ------------------------------- ------------------------------ =============================


         Richard J. Shima                $5,465                         $73,000

         ------------------------------- ------------------------------ =============================
         ------------------------------- ------------------------------ =============================
</TABLE>


*As of January 1, 2000,  Michael S. Scofield  will become  Chairman of the Board
and James S. Howell will become Trustee Emeritus.


**Certain Trustees have elected to defer all or part of their total compensation
for the calendar year ended  December 31, 1998. The amounts listed below will be
payable in later years to the respective Trustees:

                  Austin            $11,325
                  McVerry           $86,500
                  Howell            $65,000
                  Salton            $79,000
                  Petit             $68,000
                  McDonnell         $75,000


                                   PERFORMANCE

Total Return


         Below are the  annual  total  returns  for each  class of shares of the
Funds (including applicable sales charges) as of September 30, 1999. The returns
for Masters are  cumulative.  For more  information,  see "Total  Return"  under
"Performance Calculations" in Part 2 of this SAI.


<TABLE>
<CAPTION>

- ----------------------- -------------------- --------------------- -------------------- =====================
                                                                   Ten Years or Since
                                                                   Inception            Inception Date
Fund/Class              One Year             Five Years            Of Class             of Class
- ----------------------- -------------------- --------------------- -------------------- =====================
=============================================================================================================
<S>                     <C>                  <C>                   <C>                  <C>
Evergreen (1)
=============================================================================================================
- ----------------------- -------------------- --------------------- -------------------- =====================


Class A                 9.88%                15.67%                11.13%               1/3/95

- ----------------------- -------------------- --------------------- -------------------- =====================
- ----------------------- -------------------- --------------------- -------------------- =====================


Class B                 9.65%                15.90%                11.33%               1/3/95

- ----------------------- -------------------- --------------------- -------------------- =====================
- ----------------------- -------------------- --------------------- -------------------- =====================


Class C                 13.67%               16.08%                11.32%               1/3/95

- ----------------------- -------------------- --------------------- -------------------- =====================
- ----------------------- -------------------- --------------------- -------------------- =====================


Class Y                 15.79%               17.17%                11.85%               10/15/71

- ----------------------- -------------------- --------------------- -------------------- =====================
=============================================================================================================

Aggressive Growth (2)
=============================================================================================================
- ----------------------- -------------------- --------------------- -------------------- =====================


Class A                 30.42%               17.12%                15.87%               4/15/83

- ----------------------- -------------------- --------------------- -------------------- =====================
- ----------------------- -------------------- --------------------- -------------------- =====================


Class B                 31.00%               17.38%                16.10%               7/7/95

- ----------------------- -------------------- --------------------- -------------------- =====================
- ----------------------- -------------------- --------------------- -------------------- =====================


Class C                 34.90%               17.54%                16.08%               8/3/95

- ----------------------- -------------------- --------------------- -------------------- =====================
- ----------------------- -------------------- --------------------- -------------------- =====================


Class Y                 37.36%               18.57%                16.58%               7/11/95

- ----------------------- -------------------- --------------------- -------------------- =====================
=============================================================================================================

Omega (2)
=============================================================================================================
- ----------------------- -------------------- --------------------- -------------------- =====================


Class A                 32.95%               20.45%                16.54%               4/29/68

- ----------------------- -------------------- --------------------- -------------------- =====================
- ----------------------- -------------------- --------------------- -------------------- =====================


Class B                 33.57%               20.42%                16.51%               8/2/93

- ----------------------- -------------------- --------------------- -------------------- =====================
- ----------------------- -------------------- --------------------- -------------------- =====================


Class C                 37.52%               20.60%                16.52%               8/2/93

- ----------------------- -------------------- --------------------- -------------------- =====================
- ----------------------- -------------------- --------------------- -------------------- =====================


Class Y                 39.99%               21.75%                17.17%               1/13/97

- ----------------------- -------------------- --------------------- -------------------- =====================
=============================================================================================================


Small Company (3)
=============================================================================================================
- ----------------------- -------------------- --------------------- -------------------- =====================


Class A                 32.99%               8.65%                 12.66%               1/20/98

- ----------------------- -------------------- --------------------- -------------------- =====================
- ----------------------- -------------------- --------------------- -------------------- =====================


Class B                 33.95%               8.73%                 12.51%               9/11/35

- ----------------------- -------------------- --------------------- -------------------- =====================
- ----------------------- -------------------- --------------------- -------------------- =====================


Class C                 37.65%               8.92%                 12.30%               1/26/98

- ----------------------- -------------------- --------------------- -------------------- =====================
- ----------------------- -------------------- --------------------- -------------------- =====================


Class Y                 40.01%               10.00%                13.50%               1/26/98

- ----------------------- -------------------- --------------------- -------------------- =====================
=============================================================================================================

Strategic Growth (3)
=============================================================================================================
- ----------------------- -------------------- --------------------- -------------------- =====================


Class A                 24.00%               19.12%                14.87%               1/20/98

- ----------------------- -------------------- --------------------- -------------------- =====================
- ----------------------- -------------------- --------------------- -------------------- =====================


Class B                 24.15%               19.42%                14.88%               9/11/35

- ----------------------- -------------------- --------------------- -------------------- =====================
- ----------------------- -------------------- --------------------- -------------------- =====================


Class C                 28.15%               19.42%                14.50%               1/22/98

- ----------------------- -------------------- --------------------- -------------------- =====================
- ----------------------- -------------------- --------------------- -------------------- =====================


Class Y                 30.48%               20.60%                15.72%               6/30/99

- ----------------------- -------------------- --------------------- -------------------- =====================
=============================================================================================================

Stock Selector (2)
=============================================================================================================
- ----------------------- -------------------- --------------------- -------------------- =====================


Class A                 28.82%               20.01%                16.43%               2/28/90

- ----------------------- -------------------- --------------------- -------------------- =====================
- ----------------------- -------------------- --------------------- -------------------- =====================


Class B                 29.25%               18.55%                15.80%               11/7/97

- ----------------------- -------------------- --------------------- -------------------- =====================
- ----------------------- -------------------- --------------------- -------------------- =====================


Class C                 33.95%               21.13%                17.00%               6/30/99

- ----------------------- -------------------- --------------------- -------------------- =====================
- ----------------------- -------------------- --------------------- -------------------- =====================


Class Y                 35.49%               21.40%                17.13%               2/21/95

- ----------------------- -------------------- --------------------- -------------------- =====================
=============================================================================================================


Tax Strategic (1)

=============================================================================================================
- ----------------------- -------------------- --------------------- -------------------- =====================


Class A                 25.44%                       N/A           30.75%               9/4/98

- ----------------------- -------------------- --------------------- -------------------- =====================
- ----------------------- -------------------- --------------------- -------------------- =====================


Class B                 26.03%                       N/A           32.54%               10/14/98

- ----------------------- -------------------- --------------------- -------------------- =====================
- ----------------------- -------------------- --------------------- -------------------- =====================


Class C                 30.22%                       N/A           36.35%               11/4/98

- ----------------------- -------------------- --------------------- -------------------- =====================
- ----------------------- -------------------- --------------------- -------------------- =====================


Class Y                 32.34%                       N/A           37.43%               9/1/98

- ----------------------- -------------------- --------------------- -------------------- =====================
=============================================================================================================


Masters (4)

=============================================================================================================
- ----------------------- -------------------- --------------------- -------------------- =====================


Class A                         N/A                  N/A           0.50%                12/31/98

- ----------------------- -------------------- --------------------- -------------------- =====================
- ----------------------- -------------------- --------------------- -------------------- =====================


Class B                         N/A                  N/A           0.10%                12/31/98

- ----------------------- -------------------- --------------------- -------------------- =====================
- ----------------------- -------------------- --------------------- -------------------- =====================


Class C                         N/A                  N/A           0.00%                12/31/98

- ----------------------- -------------------- --------------------- -------------------- =====================
- ----------------------- -------------------- --------------------- -------------------- =====================


Class Y                         N/A                  N/A           0.70%                12/31/98

- ----------------------- -------------------- --------------------- -------------------- =====================

<PAGE>

=============================================================================================================

Growth (5)

=============================================================================================================
- ----------------------- -------------------- --------------------- -------------------- =====================

Class A                 8.47%                12.06%                10.90%               6/5/95

- ----------------------- -------------------- --------------------- -------------------- =====================
- ----------------------- -------------------- --------------------- -------------------- =====================

Class B                 8.01%                12.14%                11.07%               10/18/99

- ----------------------- -------------------- --------------------- -------------------- =====================
- ----------------------- -------------------- --------------------- -------------------- =====================

Class C                 12.01%               12.40%                11.07%               4/15/85

- ----------------------- -------------------- --------------------- -------------------- =====================

Class Y                 14.08%               12.59%                11.10%               11/19/97

- ----------------------- -------------------- --------------------- -------------------- =====================

Capital Growth (6)

=============================================================================================================
- ----------------------- -------------------- --------------------- -------------------- =====================

Class A                 14.50%               20.68%                14.62%               4/29/92

- ----------------------- -------------------- --------------------- -------------------- =====================
- ----------------------- -------------------- --------------------- -------------------- =====================

Class B                 15.21%               21.67%                15.36%               10/25/99

- ----------------------- -------------------- --------------------- -------------------- =====================
- ----------------------- -------------------- --------------------- -------------------- =====================

Class C                 18.08%               20.89%                14.53%               4/29/92

- ----------------------- -------------------- --------------------- -------------------- =====================
- ----------------------- -------------------- --------------------- -------------------- =====================

Class Y                 20.57%               21.96%                15.44%               11/19/97

- ----------------------- -------------------- --------------------- -------------------- =====================
</TABLE>


(1) 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. Returns reflect expense
limits previously in effect, without which returns would have been lower.


(2) Historical  performance  shown for Classes B, C, Y prior to their  inception
reflects is based on the  performance  of Class A, the  original  class  offered
These  historical  returns  for  Classes B, C, and Y 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 for these Classes B and C would
have been lower while returns for Class Y would have been higher.


(3)  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
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.


(4) Performance  shown for all classes are cumulative  returns.  Classes A, B, C
and Y have  an  inception  date  of  12/31/98.  The  returns  reported  are  not
annualized returns due to the Fund's inception date.


(5) Historical performance shown for Classes A, B and Y prior to their inception
is based on the  performance  of Class C,  the  original  class  offered.  These
historical  returns of  Classes A and Y 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  for Classes A and Y would have been
higher.


(6) Historical performance shown for Classes B and Y prior to their inception is
based on the  performance of Class A, one of the original  classes offered along
with  Class  C.  These  historical  returns  for  Classes  B and Y 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 for Class B would have
been lower while returns for Class Y would have been higher.





<PAGE>



                      COMPUTATION OF CLASS A OFFERING PRICE


         Class A shares  are sold at the NAV  plus a sales  charge.  Below is an
example of the method of computing the offering  price of Class A shares of each
Fund. The example assumes a purchase of Class A shares of each Fund  aggregating
less than $50,000 based upon the NAV of each Fund's Class A shares at the end of
each Fund's latest fiscal year or period.  For more information,  see "Purchase,
Redemption and Pricing of Shares."

<TABLE>
<CAPTION>

       ------------------------ ----------------- ---------------- ----------------- ================
                                                                   Per Share Sales   Offering Price
                                                  Net Asset Value  Charge            Per Share
       Fund                     Date
       ------------------------ ----------------- ---------------- ----------------- ================
       ------------------------ ----------------- ---------------- ----------------- ================
<S>                             <C>               <C>              <C>               <C>

       Evergreen                9/30/99           $24.24           4.75%             $25.45

       ------------------------ ----------------- ---------------- ----------------- ================
       ------------------------ ----------------- ---------------- ----------------- ================


       Aggressive Growth        9/30/99           $25.87           4.75%             $27.16

       ------------------------ ----------------- ---------------- ----------------- ================
       ------------------------ ----------------- ---------------- ----------------- ================


       Omega                    9/30/99           $26.82           4.75%             $28.16

       ------------------------ ----------------- ---------------- ----------------- ================
       ------------------------ ----------------- ---------------- ----------------- ================


       Small Company            9/30/99           $6.47            4.75%             $6.79

       ------------------------ ----------------- ---------------- ----------------- ================
       ------------------------ ----------------- ---------------- ----------------- ================


       Strategic Growth         9/30/99           $11.03           4.75%             $11.58

       ------------------------ ----------------- ---------------- ----------------- ================
       ------------------------ ----------------- ---------------- ----------------- ================


       Stock Selector           9/30/99           $20.06           4.75%             $21.06

       ------------------------ ----------------- ---------------- ----------------- ================
       ------------------------ ----------------- ---------------- ----------------- ================


       Tax Strategic            9/30/99           $14.01           4.75%             $14.71

       ------------------------ ----------------- ---------------- ----------------- ================
       ------------------------ ----------------- ---------------- ----------------- ================


       Masters                  9/30/99           $10.05           4.75%             $10.55

       ------------------------ ----------------- ---------------- ----------------- ================
       ------------------------ ----------------- ---------------- ----------------- ================


       Growth                   9/30/99           $15.99           4.75%             $16.79

       ------------------------ ----------------- ---------------- ----------------- ================
       ------------------------ ----------------- ---------------- ----------------- ================


       Capital Growth           9/30/99           $24.38           4.75%             $25.60

       ------------------------ ----------------- ---------------- ----------------- ================
</TABLE>

                                SERVICE PROVIDERS

Administrator


         Evergreen Investment Services, Inc. ("EIS") serves as administrator for
Aggressive  Growth,  Tax Strategic and Masters,  subject to the  supervision and
control  of  the  Trust's  Board  of  Trustees.  EIS  provides  the  Funds  with
facilities,  equipment  and  personnel and is entitled to receive a fee from the
Fund  based on the total  assets  of all  mutual  funds for which EIS  serves as
administrator  and a First Union  Corporation  subsidiary  serves as  investment
advisor.  The fee paid to EIS is  calculated  in  accordance  with the following
schedule:


<PAGE>

                               ---------------------- =================

                                      Assets                Fee
                               ---------------------- =================
                               ---------------------- =================

                                 first $7 billion          0.050%
                               ---------------------- =================
                               ---------------------- =================

                                  next $3 billion          0.035%
                               ---------------------- =================
                               ---------------------- =================

                                  next $5 billion          0.030%
                               ---------------------- =================
                               ---------------------- =================

                                 next $10 billion          0.020%
                               ---------------------- =================
                               ---------------------- =================

                                  next $5 billion          0.015%
                               ---------------------- =================
                               ---------------------- =================

                                 Over $30 billion          0.010%
                               ---------------------- =================


         EIS serves as administrator  for Growth and Capital Growth,  subject to
the supervision  and control of the Trust's Board of Trustees.  EIS provides the
Funds with facilities,  equipment and personnel and is entitled to receive a fee
from each  Fund at the  annual  rate of 0.15% of the  Fund's  average  daily net
assets.


         EIS also  provides  facilities,  equipment  and personnel to Evergreen,
Omega,  Small Company and Strategic Growth on behalf of the investment  advisor.
Omega,  Small Company and  Strategic  Growth  reimburse  EIS for providing  such
services.

Transfer Agent


         Evergreen  Service  Company  ("ESC"),   a  subsidiary  of  First  Union
Corporation,  is the Funds' 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. Each Fund pays ESC annual fees as follows:


                 ----------------------------- --------------- ==============

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

                 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. ( "EDI") 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 each Fund.


Custodian

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

Legal Counsel

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


                              FINANCIAL STATEMENTS


         The  audited   financial   statements  and  the  reports   thereon  are
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, or by calling ESC toll-free at 1-800-343-2898.

<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 or the Class 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.


Money Market Instruments


         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  investment  advisor,  market  conditions  warrant  a  temporary
defensive investment  strategy.  Evergreen Equity Income Fund 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)     Farmers Home Administration;

         (iii)    Federal Home Loan Banks;

         (iv)     Federal Home Loan Mortgage Corporation;

         (v)      Federal National Mortgage Association; and

         (vi)     Student Loan Marketing Association.

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



<PAGE>


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 a 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.


Dollar Roll Transactions

         The Fund may enter into dollar rolls in which the Fund sells securities
and simultaneously contracts to repurchase substantially similar securities on a
specified  future date. In the case of dollar rolls  involving  mortgage-related
securities, the mortgage-related securities that are purchased typically will be
of the same type and will have the same or similar interest rate and maturity as
those sold,  but will be  supported by different  pools of  mortgages.  The Fund
forgoes  principal  and interest  paid during the roll period on the  securities
sold in a dollar  roll,  but it is  compensated  by the  difference  between the
current  sales  price and the price for the  future  purchase  as well as by any
interest  earned on the proceeds of the securities  sold. The Fund could also be
compensated through receipt of fee income.

Dollar rolls may be viewed as a borrowing  by the Fund,  secured by the security
which is the subject of the agreement. In addition to the general risks involved
in  leveraging,  dollar  rolls are subject to the same risks as  repurchase  and
reverse repurchase agreements.


Securities Lending

         The Fund may lend  portfolio  securities to brokers,  dealers and other
financial   institutions  to  earn  additional   income  for  the  Fund.   These
transactions  must be fully  collateralized at all times with cash or short-term
debt  obligations,  but involve  some risk to the Fund if the other party should
default on its obligation  and the Fund is delayed or prevented from  exercising
its rights in respect of the  collateral.  Any  investment  of collateral by the
Fund  would be made in  accordance  with the  Fund's  investment  objective  and
policies described in the prospectus.


Convertible Securities

         The Fund may invest in convertible  securities.  Convertible securities
include  fixed-income  securities  that may be  exchanged  or  converted  into a
predetermined  number of shares of the issuer's  underlying  common stock at the
option of the holder during a specified period.  Convertible securities may take
the form of convertible preferred stock, convertible bonds or debentures,  units
consisting of "usable"  bonds and warrants or a  combination  of the features of
several of these securities.  The investment characteristics of each convertible
security vary widely,  which allow  convertible  securities to be employed for a
variety of investment strategies.


         The Fund will exchange or convert convertible securities into shares of
underlying  common stock when,  in the opinion of its  investment  advisor,  the
investment  characteristics of the underlying common shares will assist the Fund
in achieving its investment objective.  The Fund may also elect to hold or trade
convertible  securities.  In selecting  convertible  securities,  the investment
advisor evaluates the investment  characteristics of the convertible security as
a fixed-income instrument, and the investment potential of the underlying equity
security for capital appreciation. In evaluating these matters with respect to a
particular  convertible  security,  the investment  advisor  considers  numerous
factors, including the economic and political outlook, the value of the security
relative to other  investment  alternatives,  trends in the  determinants of the
issuer's profits, and the issuer's management capability and practices.


Warrants

         The Fund may invest in  warrants.  Warrants  are  options  to  purchase
common stock at a specific price (usually at a premium above the market value of
the  optioned  common stock at  issuance)  valid for a specific  period of time.
Warrants  may have a life ranging  from less than one year to twenty  years,  or
they may be perpetual.  However, most warrants have expiration dates after which
they are worthless.  In addition,  a warrant is worthless if the market price of
the common stock does not exceed the warrant's exercise price during the life of
the warrant.  Warrants  have no voting  rights,  pay no  dividends,  and have no
rights  with  respect  to  the  assets  of the  corporation  issuing  them.  The
percentage  increase or decrease in the market  price of the warrant may tend to
be greater than the  percentage  increase or decrease in the market price of the
optioned common stock.


Swaps, Caps, Floors and Collars

         The Fund may enter into interest rate, currency and index swaps and the
purchase or sale of related caps, floors and collars.  The Fund expects to enter
into these transactions primarily to preserve a return or spread on a particular
investment  or  portion  of  its   portfolio,   to  protect   against   currency
fluctuations,  as a duration  management  technique  or to protect  against  any
increase in the price of securities the Fund  anticipates  purchasing at a later
date.  The Fund would use these  transactions  as hedges and not as  speculative
investments  and would not sell  interest  rate caps or floors where it does not
own securities or other instruments  providing the income stream the Fund may be
obligated  to pay.  Interest  rate swaps  involve the  exchange by the Fund with
another party of their respective commitments to pay or receive interest,  e.g.,
an exchange of floating  rate payments for fixed rate payments with respect to a
notional  amount of principal.  A currency swap is an agreement to exchange cash
flows on a notional amount of two or more currencies based on the relative value
differential  among them and an index swap is an agreement to swap cash flows on
a notional amount based on changes in the values of the reference  indices.  The
purchase  of a cap  entitles  the  purchaser  to receive  payments on a notional
principal  amount from the party selling such cap to the extent that a specified
index exceeds a predetermined  interest rate or amount.  The purchase of a floor
entitles the purchaser to receive  payments on a notional  principal amount from
the party selling such floor to the extent that a specified  index falls below a
predetermined  interest rate or amount. A collar is a combination of a cap and a
floor that preserves a certain return within a  predetermined  range of interest
rates or values.


         The Fund will usually  enter into swaps on a net basis,  i.e.,  the two
payment streams are netted out in a cash settlement on the payment date or dates
specified in the instrument,  with the Fund receiving or paying, as the case may
be,  only the net amount of the two  payments.  The Fund will not enter into any
swap, cap, floor or collar transaction unless, at the time of entering into such
transaction, the unsecured long-term debt of the counterparty, combined with any
credit  enhancements,  is rated at least A by Standard & Poor's Ratings Services
("S&P") or Moody's  Investors  Service,  Inc.  ("Moody's")  or has an equivalent
rating from another nationally  recognized  securities rating organization or is
determined to be of equivalent credit quality by the Fund's investment  advisor.
If there  is a  default  by the  counterparty,  the  Fund  may have  contractual
remedies pursuant to the agreements related to the transaction.
 As a result,  the swap market has become  relatively  liquid.  Caps, floors and
collars are more recent innovations for which standardized documentation has not
yet been fully developed and, accordingly, they are less liquid than swaps.


Indexed Securities

         The Fund may  invest in  indexed  securities,  the  values of which are
linked to currencies,  interest rates,  commodities,  indices or other financial
indicators ("reference instruments"). Most indexed securities have maturities of
three years or less.


         Indexed  securities differ from other types of debt securities in which
the Fund may invest in several  respects.  First,  the interest  rate or, unlike
other debt  securities,  the principal  amount payable at maturity of an indexed
security  may  vary  based  on  changes  in  one  or  more  specified  reference
instruments, such as an interest rate compared with a fixed interest rate or the
currency  exchange  rates between two  currencies  (neither of which need be the
currency in which the instrument is denominated).  The reference instrument need
not be related to the terms of the indexed security.  For example, the principal
amount of a U.S.  dollar  denominated  indexed  security  may vary  based on the
exchange rate of two foreign  currencies.  An indexed security may be positively
or negatively indexed;  that is, its value may increase or decrease if the value
of the  reference  instrument  increases.  Further,  the change in the principal
amount payable or the interest rate of an indexed  security may be a multiple of
the  percentage  change  (positive or  negative) in the value of the  underlying
reference instrument(s).


         Investment in indexed securities involves certain risks. In addition to
the credit risk of the  security's  issuer and the normal risks of price changes
in  response  to changes in  interest  rates,  the  principal  amount of indexed
securities  may  decrease  as a result  of  changes  in the  value of  reference
instruments.  Further,  in the case of certain  indexed  securities in which the
interest  rate is linked to a reference  instrument,  the  interest  rate may be
reduced to zero, and any further  declines in the value of the security may then
reduce the principal amount payable on maturity. Finally, indexed securities may
be more volatile than the reference instruments underlying indexed securities.


         To reduce the effect of currency  fluctuations on the value of existing
or  anticipated  holdings of portfolio  securities,  the Fund may also engage in
proxy  hedging.  Proxy hedging is often used when the currency to which the Fund
is exposed is difficult to hedge or to hedge  against the dollar.  Proxy hedging
entails  entering  into a forward  contract to sell a currency  whose changes in
value are generally considered to be linked to a currency or currencies in which
some or all of the Fund's securities are or are expected to be denominated,  and
to buy U.S.  dollars.  The amount of the contract  would not exceed the value of
the Fund's  securities  denominated in linked  currencies.  For example,  if the
Fund's investment advisor considers that the Austrian schilling is linked to the
German  deutschmark  (the "D-mark"),  the Fund holds  securities  denominated in
schillings and the investment advisor believes that the value of schillings will
decline  against  the U.S.  dollar,  the  investment  advisor  may enter  into a
contract to sell D-marks and buy dollars.


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.


         The Fund may also invest in the stocks of companies located in emerging
markets.  These  countries  generally  have  economic  structures  that are less
diverse and mature,  and  political  systems  that are less stable than those of
developed  countries.  Emerging markets may be more volatile than the markets of
more mature  economies,  and the  securities  of  companies  located in emerging
markets are often subject to rapid and large price fluctuations;  however, these
markets may also provide higher long-term rates of return.


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.


Premium Securities

         The Fund may at times invest in premium securities which are securities
bearing  coupon  rates  higher than  prevailing  market  rates.  Such  "premium"
securities are typically  purchased at prices greater than the principal  amount
payable on maturity.  Although the Fund  generally  amortizes  the amount of any
such premium into income,  the Fund may recognize a capital loss if such premium
securities  are called or sold prior to  maturity  and the call or sale price is
less than the purchase  price.  Additionally,  the Fund may  recognize a capital
loss if it holds such securities to maturity.


High Yield, High Risk Bonds

         The Fund may invest a portion of its assets in lower rated bonds. Bonds
rated below BBB by S&P or Fitch IBCA,  Inc.  ("Fitch")  or below Baa by 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% (10% for money  market  funds) 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
determining 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 its 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 interest  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
interest zero coupon bonds representing an 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
servicers 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
related  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 related  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.


Real Estate Investment Trusts

         The Fund may invest in  investments  related to real  estate  including
real estate investment  trusts  ("REITs").  Risks associated with investments in
securities  of companies  in the real estate  industry  include:  decline in the
value of real estate;  risks related to general and local  economic  conditions,
overbuilding  and  increased  competition;   increases  in  property  taxes  and
operating  expenses;  changes in zoning laws;  casualty or condemnation  losses;
variations  in rental  income;  changes in  neighborhood  values;  the appeal of
properties to tenants;  and  increases in interest  rates.  In addition,  equity
REITs may be affected by changes in the values of the underlying  property owned
by the trusts,  while mortgage real estate  investment trusts may be affected by
the quality of credit extended.  REITs are dependent upon management skills, may
not be  diversified  and are subject to the risks of  financing  projects.  Such
REITs are also  subject to heavy cash flow  dependency,  defaults by  borrowers,
self  liquidation  and the  possibility  of  failing  to  qualify  for  tax-free
pass-through  of income under the Code and to maintain  exemption  from the 1940
Act.  In the event an issuer of debt  securities  collateralized  by real estate
defaults,  it is conceivable  that the REITs could end up holding the underlying
real estate.


Limited Partnerships

         The Fund may  invest in  limited  and master  limited  partnerships.  A
limited partnership is a partnership consisting of one or more general partners,
jointly and severally responsible as ordinary partners, and by whom the business
is conducted, and one or more limited partners who contribute cash as capital to
the  partnership  and  who  generally  are  not  liable  for  the  debts  of the
partnership beyond the amounts contributed. Limited partners are not involved in
the day-to-day management of the partnership. They receive income, capital gains
and other tax benefits  associated  with the  partnership  project in accordance
with  terms   established  in  the   partnership   agreement.   Typical  limited
partnerships  are in real estate,  oil and gas and equipment  leasing,  but they
also finance movies, research and development, and other projects.

         For an  organization  classified  as a  partnership  under the Internal
Revenue Code of 1986, as amended (the "Code"),  each item of income, gain, loss,
deduction, and credit is not taxed at the partnership level but flows through to
the holder of the partnership  unit. This allows the partnership to avoid double
taxation and to pass  through  income to the holder of the  partnership  unit at
lower individual rates.

         A master limited partnership is a publicly traded limited  partnership.
The partnership units are registered with the Securities and Exchange Commission
("SEC")  and  are  freely   exchanged  on  a  securities   exchange  or  in  the
over-the-counter market.


                        PURCHASE AND REDEMPTION OF SHARES

         You may buy  shares of the Fund  through  Evergreen  Distributor,  Inc.
("EDI"),  broker-dealers  that have entered into special  agreements with EDI or
certain other  financial  institutions.  With certain  exceptions,  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.  Each Fund  offers  different  classes  of shares.  Refer to the
prospectus to determine which classes of shares are offered by each Fund.

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:
<TABLE>
<CAPTION>
         REDEMPTION TIME                                                                        CDSC RATE
         <S>                                                                                      <C>
         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%
</TABLE>

         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 EDI. 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 advisor'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

         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.


<PAGE>


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 and Institutional Service 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., paid to EDI or its predecessor.

                       SALES CHARGE WAIVERS AND REDUCTIONS

         The  following  information  is not  applicable  to  Institutional  and
Institutional Service 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.



<PAGE>


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, EDI, 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;

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

         9.       a bank or trust company acting as trustee for a single account
                  in the  name of such  bank or  trust  company  if the  initial
                  investment in any of the Evergreen Funds 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.


<PAGE>



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.


                                PRICING OF SHARES

Calculation of Net Asset Value


         The Fund  calculates  its net asset value  ("NAV") once daily (or twice
daily,  for Money Market Funds) 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.

         (6) Municipal  bonds are valued by an  independent  pricing  service at
         fair  value  using a  variety  of  factors  which  may  include  yield,
         liquidity,  interest rate risk,  credit quality,  coupon,  maturity and
         type of issue.


Foreign securities are generally valued on the basis of valuations provided by a
pricing  service,   approved  by  the  Fund's  Board  of  Trustees,  which  uses
information  with respect to  transactions in such  securities,  quotations from
broker-dealers,  market  transactions  in  comparable  securities,  and  various
relationships between securities and yield to maturity in determining value.


                            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:

              P(1 + T)n = ERV

         P =   initial  payment  of $1,000
         T =   average  annual  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:

                                      a-b
                          Yield = 2[(----- +1)6 - 1]
                                      cd
         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:

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:
                                                Yield
                  Tax Equivalent Yield = ---------------------
                                          1 - Income Tax Rate

                  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

         EDI 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 EDI with respect to each class of the
Fund. EDI is a subsidiary of The BISYS Group, Inc.

         EDI, as agent,  has agreed to use its best  efforts to find  purchasers
for  the  shares.   EDI  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 EDI 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 EDI 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.

         EDI has agreed that it will,  in all  respects,  duly  conform with all
state and federal laws applicable to the sale of the shares. EDI 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 EDI or any other  person  for whose  acts EDI 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 EDI's judgment, it could benefit the sales of
shares,  EDI 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 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 12b-1 fees 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           0.75%*
                        ------------------------------- ---------------

                  * Currently limited to 0.25% or less to be used exclusively as
                    a  shareholder  service  fee.  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  EDI  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 EDI 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 EDI 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. EDI may assign
its rights to receive  compensation  under the Plans to secure such  financings.
FUNB  or  its  affiliates  may  finance  payments  made  by  EDI  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 EDI  under  the  Agreements  may be  paid  by the  Fund's
Distributor to the acquired fund's distributor or its predecessor.

         Since EDI's  compensation  under the Agreements is not directly tied to
the  expenses  incurred  by EDI,  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 EDI.  Distribution expenses incurred by EDI in one
fiscal year that exceed the  compensation  paid to EDI 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 annually on 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 EDI to
compensate broker-dealers in connection with the sale of such shares.


         Service fees are accrued  daily and paid at least  annually on Class A,
Class B, Class C, and  Institutional  Service  shares  and are  charged as class
expenses, as accrued.

         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 SEC  make  payments  for
distribution  services  to EDI;  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 EDI with respect to that class or classes, and (ii) the Fund
would  not  be  obligated  to  pay  EDI  for  any  amounts  expended  under  the
Distribution  Agreement not  previously  recovered by the EDI 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 EDI.  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
EDI. 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 Code, as
amended.  (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 or
U.S.  Government  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 or U.S.
Government  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 Shareholders of Municipal Bond Funds

         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,  as amended.) 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.


<PAGE>


                                    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 Evergreen Asset Management  Company ("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

         The  foregoing is qualified in its entirety by reference to the Trust's
Declaration of Trust.

Description of Shares

         The Declaration of Trust authorizes the issuance of an unlimited number
of shares of beneficial  interest of series and classes of shares. Each share of
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.,
OppenheimerFunds, Inc. and Putnam Investment Management, Inc.

         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, the Vice Chairman of the Board,  Michael Scofield,  and
Russell Salton,  each of whom is an Independent  Trustee.  Commencing January 1,
2000, the Trust's Executive Committee will consist of the Chairman of the Board,
Michael Scofield,  K. Dunn Gifford and Russell Salton.  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 (real estate development) and
                                                                 Centrum Properties, Inc.(real estate development).

Charles A. Austin III                Trustee                     Investment Counselor to Appleton Partners, Inc.(investment
(DOB: 10/23/34)                                                  advice); former 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  (leather goods  purveyor);
                                                                 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 Committee, Foundation
(DOB: 8/13/24)                       of  Trustees                for the 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 (manufacturing); Director of Phoenix Total
                                                                 Return Fund and Equifax, Inc. (worldwide information
                                                                 management); 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 and Marketing Management with Nucor-Yamoto, Inc.
(DOB: 7/14/39)                                                   (steel producer).

Thomas L. McVerry                    Trustee                     Former Vice President and Director of Rexham Corporation
(DOB: 8/2/39)                                                    (manufacturing); and Director of Carolina Cooperative
                                                                 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.
                                                                 (communications), 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                     Independent Consultant; former Chairman, Environmental
(DOB: 8/11/39)                                                   Warranty, Inc. (insurance agency); former Executive
                                                                 Consultant, Drake Beam Morin, Inc. (executive
                                                                 outplacement); Director of CTG Resources, Inc. (natural
                                                                 gas), Hartford Hospital, Old State House Association, and
                                                                 Enhance Financial Services, Inc.; former Director Middlesex
                                                                 Mutual Assurance Company; former Chairman, Board of
                                                                 Trustees, Hartford Graduate Center; Trustee, Greater
                                                                 Hartford YMCA.

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 National 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>

*      As of January 1, 2000, Michael S. Scofield will become Chairman of the
       Board and James S. Howell will become Trustee Emeritis.
**     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.


<PAGE>

<TABLE>
<CAPTION>
                                                 COMPARISON OF LONG-TERM BOND RATINGS
<S>  <C>               <C>              <C>             <C>
     ----------------- ---------------- --------------- =================================================

     MOODY'S           S&P              FITCH           Credit Quality
     ----------------- ---------------- --------------- =================================================
     ----------------- ---------------- --------------- =================================================

     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:

o        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

o        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.



<PAGE>


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:

o        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

o        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.


<PAGE>


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.



<PAGE>


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.



<PAGE>


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 or 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.



<PAGE>


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 EDI,
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 B

                       STATEMENT OF ADDITIONAL INFORMATION
<PAGE>

                    EVERGREEN EQUITY AND INCOME FUNDS

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

                   STATEMENT OF ADDITIONAL INFORMATION

                               February 1, 2000


              Evergreen Capital Balanced Fund ("Capital Balanced Fund")

                   Evergreen High Income Fund ("High Income Fund")

                 Evergreen Quality Income Fund ("Quality Income Fund")

                Evergreen Perpetual Global Fund ("Perpetual Global Fund")


                     (Each a "Fund," together, the "Funds")


     Each Fund is a series of an open-end management investment company known as
either  Evergreen  Equity  Trust,  Evergreen  Fixed  Income  Trust or  Evergreen
International Trust (each a "Trust" or together the "Trusts")

     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 February 1, 2000 for the Fund in which you
are interested. The Funds are offered through a single prospectus offering Class
A, Class C, Class B and Class Y shares.  You may obtain a copy of the Prospectus
without  charge by calling (800)  343-2898 or  downloading it off our website at
www.evergreen-funds.com.  The  information  in  Part 1 of this  SAI is  specific
information about the Funds in the prospectus. The information in Part 2 of this
SAI contains more general  information  that may or may not apply to the Fund or
Class of shares in which you are interested.

     Certain  information  may be incorporated by reference to the Funds' Annual
Report  dated  September  30, 1999.  You may obtain a copy of the Annual  Report
without  charge by calling (800)  343-2898 or  downloading it off our website at
www.evergreen-funds.com.




<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...............................................................1-9
COMPUTATION OF CLASS A OFFERING PRICE ...................................1-11
SERVICE PROVIDERS........................................................1-11
FINANCIAL STATEMENTS.....................................................1-13


PART 2

ADDITIONAL INFORMATION ON SECURITIES AND INVESTMENT PRACTICES.............2-1
PURCHASE AND REDEMPTION OF SHARES........................................2-14
SALES CHARGE WAIVERS AND REDUCTIONS......................................2-16
PRICING OF SHARES........................................................2-17
PERFORMANCE CALCULATIONS.................................................2-19
PRINCIPAL UNDERWRITER....................................................2-21
DISTRIBUTION EXPENSES UNDER RULE 12b-1...................................2-22
TAX INFORMATION..........................................................2-25
BROKERAGE................................................................2-28
ORGANIZATION.............................................................2-29
INVESTMENT ADVISORY AGREEMENT............................................2-30
MANAGEMENT OF THE TRUSTS.................................................2-32
CORPORATE AND MUNICIPAL BOND RATINGS.....................................2-34
ADDITIONAL INFORMATION...................................................2-46


<PAGE>

                                     PART 1

                                 TRUST HISTORY

     Each  Trust  is  an  open-end  management  investment  company,  which  was
organized  as a Delaware  business  trust on  September  18, 1997. A copy of the
Declaration  of  Trust is on file as an  exhibit  to each  Trust's  Registration
Statement, of which this SAI is a part.

     On October 15, 1999,  Evergreen  Capital  Balanced Fund (formerly  known as
Mentor Balanced Portfolio), Evergreen High Income Fund (formerly known as Mentor
High Income Portfolio),  Evergreen Quality Income Fund (formerly known as Mentor
Quality Income Portfolio),  and Evergreen  Perpetual Global Fund (formerly known
as  Mentor  Perpetual  Global   Portfolio)  were  reorganized  into  a  separate
diversified   series  of  an   Evergreen   Trust.   In   connection   with  this
reorganization,  the shares which were  designated  "Class B" under the separate
Mentor  portfolios  were  redesignated  "Class  C"  under  an  Evergreen  Trust,
effective October 15, 1999. In addition,  on this same day each Fund added a new
class of shares designated Class B.

                           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 Diversified Funds:

         To remain classified as a diversified investment company under the 1940
Act,  each Fund must conform with the  following:  With respect 75% of its total
assets,  a  diversified  investment  company  may not invest more that 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  that  10% of the
outstanding  voting securities  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.

         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 securities the Funds may purchase and investment
practices  the Funds may use, see the  following  sections in Part 2 of this SAI
under   "Additional   Information  on  Securities  and  Investment   Practices."
Information  provided in the sections  listed below expands upon and supplements
information  provided in the Funds'  prospectus.  The list below  applies to all
Funds unless otherwise noted.

Money Market Securities
When-Issued, Delayed-Delivery and Forward Commitment Transactions
Repurchase Agreements
Reverse Repurchase Agreements
Dollar Roll Transactions
Swaps, Caps, Floors and Collars
Indexed Securities (Perpetual Global Fund)
Options
Futures Transactions
Foreign Securities
Foreign Currency Transactions
Premium Securities
High Yield, High Risk Bonds (High Income Fund, Quality Income Fund and
     Perpetual Global Fund)
Illiquid and Restricted Securities (High Income Fund)
Zero Coupon "Stripped" Bonds
Mortgage-Backed or
  Asset-Backed Securities (Capital Balanced Fund, High Income Fund and
     Quality Income Fund)

<PAGE>

                       PRINCIPAL HOLDERS OF FUND SHARES

     As of January 1, 2000,  the  officers  and Trustees of the Trust owned as a
group less than 1% of the  outstanding  shares of any class of each Fund. [To be
confirmed in January.]

     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 January 1, 2000.


          Capital Balanced Fund   Class A


          Capital Balanced Fund  Class B


          Capital Balanced Fund  Class C


          Capital Balanced Fund  Class Y


          High Income Fund  Class A


          High Income Fund  Class B


          High Income Fund  Class C


          High Income Fund  Class Y


          Quality Income Fund   Class A



          Quality Income Fund   Class B


          Quality Income Fund   Class C


          Quality Income Fund   Class Y


          Perpetual Global Fund   Class A


          Perpetual Global Fund   Class B


          Perpetual Global Fund   Class C


          Perpetual Global Fund   Class Y



                                    EXPENSES

Advisory Fees

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

     Mentor  Investment  Advisors,  LLC ("Mentor  Advisors")  is the  investment
advisor to Capital  Balanced Fund, High Income Fund and Quality Income Fund. The
Funds  have  agreed  to pay  Mentor  Advisors  an annual  fee for its  services,
expressed as a percentage of average daily net assets, as set forth:

                  Fund                             Fee
                  Capital Balanced                 0.75%
                  High Income                      0.70%
                  Quality Income                   0.60%

     Mentor  Perpetual  Advisors,  LLC ("Mentor  Perpetual")  is the  investment
advisor to Perpetual Global Fund.  Mentor Perpetual is entitled to receive a fee
from the Fund at the  following  annual  rate of the  Fund's  average  daily net
assets:

                  1.10% on assets up to $75 million
                  1.00% on assets over $75 million

Advisory Fees Paid

     Below are the  advisory  fees paid by each Fund for the last  three  fiscal
years or periods.
<TABLE>
<CAPTION>

  ------------------------------------------------------- -------------------------- ============================
  <S>                                                         <C>                       <C>
  Fund/Fiscal Year or Period                                  Advisory Fee Paid         Advisory Fees Waived
  ------------------------------------------------------- -------------------------- ============================
  ===============================================================================================================
  Year Ended September 30, 1999
  ===============================================================================================================
  ------------------------------------------------------- -------------------------- ============================
  Capital Balanced Fund                                          $2,216,232                      $0
  ------------------------------------------------------- -------------------------- ============================
  ------------------------------------------------------- -------------------------- ============================
  High Income Fund                                               $1,635,473                   $269,733
  ------------------------------------------------------- -------------------------- ============================
  ------------------------------------------------------- -------------------------- ============================
  Quality Income Fund                                            $1,258,891                   $312,164
  ------------------------------------------------------- -------------------------- ============================
  ------------------------------------------------------- -------------------------- ============================
  Perpetual Global Fund                                          $2,082,585                      $0
  ------------------------------------------------------- -------------------------- ============================
  ===============================================================================================================
  Year or Period Ended September 30, 1998
  ===============================================================================================================
  ------------------------------------------------------- -------------------------- ============================
  Capital Balanced Fund                                            $31,721                     $20,856
  ------------------------------------------------------- -------------------------- ============================
  ------------------------------------------------------- -------------------------- ============================
  High Income Fund(a)                                             $175,891                    $175,891
  ------------------------------------------------------- -------------------------- ============================
  ------------------------------------------------------- -------------------------- ============================
  Quality Income Fund                                            $1,025,941                   $204,530
  ------------------------------------------------------- -------------------------- ============================
  ------------------------------------------------------- -------------------------- ============================
  Perpetual Global Fund                                          $1,612,495                      $0
  ------------------------------------------------------- -------------------------- ============================
  ===============================================================================================================
  Year Ended September 30, 1997
  ===============================================================================================================
  ------------------------------------------------------- -------------------------- ============================
  Capital Balanced Fund                                            $28,926                     $20,072
  ------------------------------------------------------- -------------------------- ============================
  ------------------------------------------------------- -------------------------- ============================
  High Income Fund                                                   N/A                         N/A
  ------------------------------------------------------- -------------------------- ============================
  Quality Income Fund                                             $572,539                    $123,214
  ------------------------------------------------------- -------------------------- ============================
  Perpetual Global Fund                                           $998,592                       $0
  ------------------------------------------------------- -------------------------- ============================
</TABLE>

(a)      For the period from 6/23/1998 (commencement of operations) through
         9/30/1998.

Brokerage Commissions

         Below are the total amounts paid by each Fund in brokerage  commissions
for the last three  fiscal  years or  periods.  For more  information  regarding
brokerage commissions, see "Brokerage" in Part II of the SAI.

                          ==================================================
                                            September 30
========================= ==================================================
Fund                         1999               1998           1997
- ------------------------- ------------- ------------------ =================
Capital Balanced Fund          $              $12,356         $4,752
- ------------------------- ------------- ------------------ =================
- ------------------------- ------------- ------------------ =================
High Income Fund               $               $0(a)           N/A
- ------------------------- ------------- ------------------ =================
Quality Income Fund            $                 $0            $900
- ------------------------- ------------- ------------------ =================
Perpetual Global Fund     $1,367,379         $1,272,077      $838,045
- ------------------------- ------------- ------------------ =================

(a)      For the period from 6/23/1998 (commencement of operations) through
          9/30/1998.

         For the fiscal year ended  September  30, 1999,  Capital  Balanced Fund
paid  First  Union  Securities,  Inc.  (formerly  known  as Wheat  First  Union)
brokerage commissions totaling $________.

Percentage of Brokerage Commissions Paid to First Union Securities, Inc.

         The table below shows,  for the fiscal year ended  September  30, 1999,
(1) the percentage of aggregate  brokerage  commissions paid by Capital Balanced
Fund to First  Union  Securities,  Inc.;  and (2) the  percentage  of the Fund's
aggregate dollar amount of  commissionable  transactions  effected through First
Union Securities,  Inc. For more  information,  see "Selection of Brokers" under
"Brokerage" in Part 2 of this SAI.

<TABLE>
<CAPTION>

- ------------------------------ --------------------------------- =======================================
<S>                            <C>                               <C>
                                                                 Percentage of Commissionable
                               Percentage of Commissions to      Transactions through First Union
Fund                           First Union Securities, Inc.      Securities, Inc.
- ------------------------------ --------------------------------- =======================================
- ------------------------------ --------------------------------- =======================================
Capital Balanced Fund                         %                                    %
- ------------------------------ --------------------------------- =======================================

</TABLE>

<PAGE>

Underwriting Commissions

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

- -------------------------------==============================================
                                Total Underwriting     Total Underwriting
Fund/Fiscal Year or Period      Commissions Paid        Commissions Retained
=============================================================================
Year or Period Ended 1999
=============================================================================
Capital Balanced Fund               $                        $48,765
- ------------------------------- ---------------- ============================
- ------------------------------- ---------------- ============================
High Income Fund                    $                        $14,687
- ------------------------------- ---------------- ============================
- ------------------------------- ---------------- ============================
Quality Income Fund                 $                        $15,390
- ------------------------------- ---------------- ============================
Perpetual Global Fund               $                        $25,596
- ------------------------------- ---------------- ============================
=============================================================================
Year or Period Ended 1998
=============================================================================
Capital Balanced Fund               $                          N/A
- ------------------------------- ---------------- ============================
- ------------------------------- ---------------- ============================
High Income Fund (a)                $                        $56,138
- ------------------------------- ---------------- ============================
- ------------------------------- ---------------- ============================
Quality Income Fund                 $                       $104,891
- ------------------------------- ---------------- ============================
Perpetual Global Fund               $                       $113,331
- ------------------------------- ---------------- ============================
=============================================================================
Year or Period Ended 1997
=============================================================================
Capital Balanced Fund               $                          N/A
- ------------------------------- ---------------- ============================
- ------------------------------- ---------------- ============================
High Income Fund                    $                          N/A
- ------------------------------- ---------------- ============================
Quality Income Fund                 $                        $37,516
- ------------------------------- ---------------- ============================
Perpetual Global Fund               $                        $66,416
- ------------------------------- ---------------- ============================

(a)      For the period from 6/23/1998 (commencement of operations) through
          9/30/1998.

12b-1 Fees

     Below are the 12b-1 fees paid by each Fund with  respect to the Class A and
Class C shares of the Funds for the fiscal year ended  September  30, 1999.  For
more information, see "Distribution Expenses Under Rule 12b-1" in Part 2 of this
SAI.

- ------------------------- =============== ====================================
                              Class A                   Class C
                          =============== ====================================
                          --------------- ------------------- ================
Fund                        Service Fees   Distribution Fees     Service Fees
- ------------------------- --------------- ------------------- ================
- ------------------------- --------------- ------------------- ================
Capital Balanced Fund         $240,418         $1,486,146          $495,382
- ------------------------- --------------- ------------------- ================
- ------------------------- --------------- ------------------- ================
High Income Fund              $340,268          $494,725           $243,829
- ------------------------- --------------- ------------------- ================
Quality Income Fund           $257,763          $533,574           $266,787
- ------------------------- --------------- ------------------- ================
Perpetual Global Fund         $203,547          $894,651           $298,217
- ------------------------- --------------- ------------------- ================

Trustee Compensation

     Listed below is the Trustee  compensation  paid by each Trust  individually
for the Trust's  fiscal year end and by the Trust and the eleven other trusts in
the Evergreen  Fund Complex for the calendar year ended  December 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>

- -------------------------------- -------------------------------------- ======================================
<S>                               <C>                                    <C>
                                                                          Total Compensation from Trust and
                                   Aggregate Compensation from Fixed      Fund Complex Paid to Trustees for
                                   Income Trust for the fiscal year      the calendar year ended 12/31/1999*
            Trustee                         ended 4/30/1999
- -------------------------------- -------------------------------------- ======================================
- -------------------------------- -------------------------------------- ======================================
Laurence B. Ashkin                              $2,414                                    $
- -------------------------------- -------------------------------------- ======================================
- -------------------------------- -------------------------------------- ======================================
Charles A. Austin, III                          $2,414                                    $
- -------------------------------- -------------------------------------- ======================================
- -------------------------------- -------------------------------------- ======================================
Arnold H. Dreyfuss                                N/A                                     $
- -------------------------------- -------------------------------------- ======================================
- -------------------------------- -------------------------------------- ======================================
K. Dun Gifford                                  $2,345                                    $
- -------------------------------- -------------------------------------- ======================================
- -------------------------------- -------------------------------------- ======================================
James S. Howell**                               $3,040                                    $
- -------------------------------- -------------------------------------- ======================================
- -------------------------------- -------------------------------------- ======================================
Leroy Keith Jr.                                 $2,345                                    $
- -------------------------------- -------------------------------------- ======================================
- -------------------------------- -------------------------------------- ======================================
Gerald M. McDonnell                             $2,414                                    $
- -------------------------------- -------------------------------------- ======================================
- -------------------------------- -------------------------------------- ======================================
Thomas L. McVerry                               $2,758                                    $
- -------------------------------- -------------------------------------- ======================================
- -------------------------------- -------------------------------------- ======================================
Louis W. Moelchert, Jr.                           N/A                                     $
- -------------------------------- -------------------------------------- ======================================
- -------------------------------- -------------------------------------- ======================================
William Walt Pettit                             $2,523                                    $
- -------------------------------- -------------------------------------- ======================================
- -------------------------------- -------------------------------------- ======================================
David M. Richardson                             $2,150                                    $
- -------------------------------- -------------------------------------- ======================================
- -------------------------------- -------------------------------------- ======================================
Russell A. Salton, III                          $2,414                                    $
- -------------------------------- -------------------------------------- ======================================
- -------------------------------- -------------------------------------- ======================================
Michael S. Scofield                             $2,500                                    $
- -------------------------------- -------------------------------------- ======================================
- -------------------------------- -------------------------------------- ======================================
Richard J. Shima                                $2,345                                    $
- -------------------------------- -------------------------------------- ======================================

- -------------------------------- -------------------------------------- ======================================
                                                                          Total Compensation from Trust and
                                  Aggregate Compensation from Equity      Fund Complex Paid to Trustees for
                                    Trust for the fiscal year ended      the calendar year ended 12/31/1999*
            Trustee                            3/31/1999
- -------------------------------- -------------------------------------- ======================================
- -------------------------------- -------------------------------------- ======================================
Laurence B. Ashkin                              $22,911                                   $
- -------------------------------- -------------------------------------- ======================================
- -------------------------------- -------------------------------------- ======================================
Charles A. Austin, III                          $22,911                                   $
- -------------------------------- -------------------------------------- ======================================
- -------------------------------- -------------------------------------- ======================================
Arnold H. Dreyfuss                                N/A                                     $
- -------------------------------- -------------------------------------- ======================================
- -------------------------------- -------------------------------------- ======================================
K. Dun Gifford                                  $22,141                                   $
- -------------------------------- -------------------------------------- ======================================
- -------------------------------- -------------------------------------- ======================================
James S. Howell**                               $29,532                                   $
- -------------------------------- -------------------------------------- ======================================
- -------------------------------- -------------------------------------- ======================================
Leroy Keith Jr.                                 $22,141                                   $
- -------------------------------- -------------------------------------- ======================================
- -------------------------------- -------------------------------------- ======================================
Gerald M. McDonnell                             $22,911                                   $
- -------------------------------- -------------------------------------- ======================================
- -------------------------------- -------------------------------------- ======================================
Thomas L. McVerry                               $26,295                                   $
- -------------------------------- -------------------------------------- ======================================
- -------------------------------- -------------------------------------- ======================================
Louis W. Moelchert, Jr.                           N/A                                     $
- -------------------------------- -------------------------------------- ======================================
- -------------------------------- -------------------------------------- ======================================
William Walt Pettit                             $22,141                                   $
- -------------------------------- -------------------------------------- ======================================
- -------------------------------- -------------------------------------- ======================================
David M. Richardson                             $22,928                                   $
- -------------------------------- -------------------------------------- ======================================
- -------------------------------- -------------------------------------- ======================================
Russell A. Salton, III                          $23,378                                   $
- -------------------------------- -------------------------------------- ======================================
- -------------------------------- -------------------------------------- ======================================
Michael S. Scofield                             $23,378                                   $
- -------------------------------- -------------------------------------- ======================================
- -------------------------------- -------------------------------------- ======================================
Richard J. Shima                                $22,141                                   $
- -------------------------------- -------------------------------------- ======================================

- -------------------------------- -------------------------------------- ======================================
                                                                          Total Compensation from Trust and
                                      Aggregate Compensation from         Fund Complex Paid to Trustees for
                                  International Trust for the fiscal     the calendar year ended 12/31/1999*
            Trustee                      year ended 10/31/1999
- -------------------------------- -------------------------------------- ======================================
- -------------------------------- -------------------------------------- ======================================
Laurence B. Ashkin                              $2,284                                    $
- -------------------------------- -------------------------------------- ======================================
- -------------------------------- -------------------------------------- ======================================
Charles A. Austin, III                          $2,200                                    $
- -------------------------------- -------------------------------------- ======================================
- -------------------------------- -------------------------------------- ======================================
Arnold H. Dreyfuss                                N/A                                     $
- -------------------------------- -------------------------------------- ======================================
- -------------------------------- -------------------------------------- ======================================
K. Dun Gifford                                  $2,140                                    $
- -------------------------------- -------------------------------------- ======================================
- -------------------------------- -------------------------------------- ======================================
James S. Howell**                               $2,984                                    $
- -------------------------------- -------------------------------------- ======================================
- -------------------------------- -------------------------------------- ======================================
Leroy Keith Jr.                                 $2,140                                    $
- -------------------------------- -------------------------------------- ======================================
- -------------------------------- -------------------------------------- ======================================
Gerald M. McDonnell                             $2,454                                    $
- -------------------------------- -------------------------------------- ======================================
- -------------------------------- -------------------------------------- ======================================
Thomas L. McVerry                               $2,728                                    $
- -------------------------------- -------------------------------------- ======================================
- -------------------------------- -------------------------------------- ======================================
Louis W. Moelchert, Jr.                           N/A                                     $
- -------------------------------- -------------------------------------- ======================================
- -------------------------------- -------------------------------------- ======================================
William Walt Pettit                             $2,292                                    $
- -------------------------------- -------------------------------------- ======================================
- -------------------------------- -------------------------------------- ======================================
David M. Richardson                             $2,122                                    $
- -------------------------------- -------------------------------------- ======================================
- -------------------------------- -------------------------------------- ======================================
Russell A. Salton, III                          $2,465                                    $
- -------------------------------- -------------------------------------- ======================================
- -------------------------------- -------------------------------------- ======================================
Michael S. Scofield                             $2,465                                    $
- -------------------------------- -------------------------------------- ======================================
- -------------------------------- -------------------------------------- ======================================
Richard J. Shima                                $2,258                                    $
- -------------------------------- -------------------------------------- ======================================
</TABLE>

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

                  Austin            $
                  Howell            $
                  McDonnell         $
                  McVerry           $
                  Pettit            $
                  Salton            $
                  Scofield          $

     **Trustee Emeritus, retired 12/31/1999.

<PAGE>

                                PERFORMANCE

Total Return

     Below are the annual  total  returns  for each class of shares of the Funds
(including  applicable  sales  charges)  as of  September  30,  1999.  For  more
information,  see "Total Return" under  "Performance  Calculations" in Part 2 of
this SAI.

<TABLE>
<CAPTION>


- ----------------------- -------------------- --------------------- -------------------- =====================
<S>                     <C>                  <C>                   <C>                  <C>
                                                                   Ten Years or Since   Inception Date of
Fund/Class              One Year             Five Years            Inception            Class
- ----------------------- -------------------- --------------------- -------------------- =====================
=============================================================================================================
Capital Balanced Fund (a)
=============================================================================================================
- ----------------------- -------------------- --------------------- -------------------- =====================
Class A                        7.34%                16.27%               15.79%              09/16/1998
- ----------------------- -------------------- --------------------- -------------------- =====================
- ----------------------- -------------------- --------------------- -------------------- =====================
Class B                        6.87%                17.04%               16.58%              10/18/1999
- ----------------------- -------------------- --------------------- -------------------- =====================
- ----------------------- -------------------- --------------------- -------------------- =====================
Class C                       10.87%                17.25%               16.70%              06/21/1994
- ----------------------- -------------------- --------------------- -------------------- =====================
- ----------------------- -------------------- --------------------- -------------------- =====================
Class Y                       12.91%                16.93%               16.90%              09/16/1998
- ----------------------- -------------------- --------------------- -------------------- =====================
=============================================================================================================
High Income Fund (b)
=============================================================================================================
- ----------------------- -------------------- --------------------- -------------------- =====================
Class A                       -0.80%                 N/A                 -5.99%              06/23/1998
- ----------------------- -------------------- --------------------- -------------------- =====================
- ----------------------- -------------------- --------------------- -------------------- =====================
Class B                       -0.61%                 N/A                 -5.07%              10/18/1999
- ----------------------- -------------------- --------------------- -------------------- =====================
- ----------------------- -------------------- --------------------- -------------------- =====================
Class C                        2.69%                 N/A                 -2.82%              06/23/1998
- ----------------------- -------------------- --------------------- -------------------- =====================
- ----------------------- -------------------- --------------------- -------------------- =====================
Class Y                          %                   N/A                    %                10/18/1999
- ----------------------- -------------------- --------------------- -------------------- =====================
=============================================================================================================
Quality Income Fund (b)
=============================================================================================================
- ----------------------- -------------------- --------------------- -------------------- =====================
Class A                       -7.51%                5.40%                 4.34%              04/29/1992
- ----------------------- -------------------- --------------------- -------------------- =====================
- ----------------------- -------------------- --------------------- -------------------- =====================
Class B                       -7.46%                6.12%                 5.03%              10/18/1999
- ----------------------- -------------------- --------------------- -------------------- =====================
- ----------------------- -------------------- --------------------- -------------------- =====================
Class C                       -4.25%                5.93%                 4.52%              04/29/1992
- ----------------------- -------------------- --------------------- -------------------- =====================
Class Y                       -2.64%                6.45%                 5.04%              11/19/1997
- ----------------------- -------------------- --------------------- -------------------- =====================
Perpetual Global Fund (b)
=============================================================================================================
- ----------------------- -------------------- --------------------- -------------------- =====================
Class A                       26.16%                14.00%               12.70%              03/29/1994
- ----------------------- -------------------- --------------------- -------------------- =====================
- ----------------------- -------------------- --------------------- -------------------- =====================
Class B                       27.42%                14.89%               13.60%              10/18/1999
- ----------------------- -------------------- --------------------- -------------------- =====================
- ----------------------- -------------------- --------------------- -------------------- =====================
Class C                       30.62%                14.28%               12.84%              03/29/1994
- ----------------------- -------------------- --------------------- -------------------- =====================
Class Y                       32.94%                15.23%               13.81%              11/19/1997
- ----------------------- -------------------- --------------------- -------------------- =====================
</TABLE>

(a)  Historical  performance  shown  for  Classes  A,  B and Y  prior  to  their
     inception  is based on the  performance  of  Class  C, the  original  class
     offered.  These  historical  returns  for  Classes  A and Y 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 12b-1  fees.  If these fees had been  reflected,  returns  for
     Classes A and Y would have been higher.
(b)  Historical  performance  shown for Classes B and Y prior to their inception
     is based on the performance of Class A, one of the original classes offered
     along with Class C. These  historical  returns for Classes B and Y 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 12b-1 fees. If these fees had been reflected,  returns
     for Class B would have been lower while returns for Class Y would have been
     higher.


<PAGE>


         Below are the  annual  total  returns  for each  Class of shares of the
Perpetual  Global  Fund as of October 31,  1999.  Perpetual  Global  changed its
fiscal year end from September 30 to October 31 on October 15, 1999.

<TABLE>
<CAPTION>

- ----------------------- -------------------- --------------------- -------------------- =====================
<S>                     <C>                  <C>                   <C>                  <C>
                                                                   Ten Years or Since   Inception Date of
Fund/Class              One Year             Five Years            Inception            Class
- ----------------------- -------------------- --------------------- -------------------- =====================
=============================================================================================================
Perpetual Global Fund
=============================================================================================================
- ----------------------- -------------------- --------------------- -------------------- =====================
Class A                       19.00%                14.39%               13.16%              03/29/1994
- ----------------------- -------------------- --------------------- -------------------- =====================
- ----------------------- -------------------- --------------------- -------------------- =====================
Class B                       19.97%                15.29%               14.06%              10/18/1999
- ----------------------- -------------------- --------------------- -------------------- =====================
- ----------------------- -------------------- --------------------- -------------------- =====================
Class C                       23.10%                14.68%               13.28%              03/29/1994
- ----------------------- -------------------- --------------------- -------------------- =====================
- ----------------------- -------------------- --------------------- -------------------- =====================
Class Y                       25.34%                15.62%               14.26%              11/19/1997
- ----------------------- -------------------- --------------------- -------------------- =====================
</TABLE>

Yields

         Below are the current  yields of the Funds for the 30-day  period ended
September 30, 1999. For more information,  see "30-Day Yield" under "Performance
Calculations" in Part 2 of this SAI.

<TABLE>
<CAPTION>


===================================== ================================================================
<S>                                   <C>             <C>            <C>               <C>
                                                               30-Day Yield
===================================== ================================================================
- ------------------------------------- --------------- -------------- ----------------- ===============

Fund                                     Class A         Class B         Class C          Class Y
- ------------------------------------- --------------- -------------- ----------------- ===============
- ------------------------------------- --------------- -------------- ----------------- ===============
Capital Balanced Fund                     1.72%            N/A            1.08%            1.94%
- ------------------------------------- --------------- -------------- ----------------- ===============
- ------------------------------------- --------------- -------------- ----------------- ===============
High Income Fund                          8.02%            N/A            7.91%             N/A
- ------------------------------------- --------------- -------------- ----------------- ===============
Quality Income Fund                       5.52%            N/A            5.30%            6.11%
- ------------------------------------- --------------- -------------- ----------------- ===============
Perpetual Global Fund                      N/A             N/A             N/A              N/A
- ------------------------------------- --------------- -------------- ----------------- ===============
</TABLE>

     Current yields of Perpetual  Global for the 30-day period ended October 31,
1999 were not available for Class A, Class B, Class C and Class Y shares.

                      COMPUTATION OF CLASS A OFFERING PRICE

     Class A shares are sold at the net asset value 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 net asset  value of each Fund's
Class A shares at  September  30, 1999.  For more  information,  see  "Purchase,
Redemption and Pricing of Shares."

- ------------------------- --------------- -------------- =================
                          Net Asset Value                Offering Price
Fund                      Per Share        Sales Charge  Per Share
- ------------------------- --------------- -------------- =================
- ------------------------- --------------- -------------- =================
Capital Balanced Fund       $15.15            4.75%           $15.91
- ------------------------- --------------- -------------- =================
- ------------------------- --------------- -------------- =================
High Income Fund            $10.29            4.75%           $10.80
- ------------------------- --------------- -------------- =================
Quality Income Fund         $12.43            4.75%           $13.05
- ------------------------- --------------- -------------- =================
Perpetual Global Fund       $23.09            4.75%           $24.24
- ------------------------- --------------- -------------- =================

     Purchases  of Class A shares  of  Perpetual  Global  aggregating  less than
$100,000 based upon the net asset value of Perpetual  Global's Class A shares at
October 31, 1999.

- -------------------------- ----------------  --------------  =================

                           Net Asset Value                    Offering Price
Fund                       Per Share         Sales Charge     Per Share
- -------------------------- ---------------  ---------------  =================
Perpetual Global Fund        $23.86             4.75%            $25.05
- -------------------------- ---------------  ---------------  =================


                                SERVICE PROVIDERS

Administrator

     Evergreen Investment Services,  Inc. ("EIS") serves as administrator to the
Funds,  subject to the supervision and control of the Trust's Board of Trustees.
EIS provides the Fund with  facilities,  equipment and personnel and is entitled
to  receive a fee from each Fund at the  annual  rate of 0.10% for of the Fund's
average daily net assets.

     Below are the  administrative  fees  paid by each  Fund for the last  three
fiscal years or periods.

  ---------------------------           ---------------   ==================
  Fund/Fiscal Year or Period             Administrative   Administrative Fee
                                             Fee Paid          Waived
  ------------------------------------- ---------------   ==================
  ===========================================================================
  Year Ended September 30, 1999
  ===========================================================================
  ------------------------------------- --------------   ====================
  Capital Balanced Fund                       $               $
  ------------------------------------- --------------   ====================
  ------------------------------------- --------------   ====================
  High Income Fund                            $               $
  ------------------------------------- --------------   ====================
  ------------------------------------- --------------   ====================
  Quality Income Fund                         $               $
  ------------------------------------- --------------   ====================
  ------------------------------------- --------------   ====================
  Perpetual Global Fund                       $               $
  ------------------------------------- --------------   ====================
  ===========================================================================
  Year or Period Ended September 30, 1998
  ===========================================================================
  --------------------------------- ------------------   ====================
  Capital Balanced Fund                       $0              $8,127
  --------------------------------- -----------------    ====================
  --------------------------------- -----------------    ====================
  High Income Fund(a)                        $24,979          $0
  --------------------------------- -----------------    ====================
  --------------------------------- -----------------    ====================
  Quality Income Fund                       $174,343          $0
  --------------------------------- -----------------    ====================
  --------------------------------- -----------------    ====================
  Perpetual Global Fund                     $153,750          $0
  --------------------------------- -----------------    ====================
  ===========================================================================
  Year Ended September 30, 1997
  ===========================================================================
  --------------------------- ----------------------     ====================
  Capital Balanced Fund                       $0              $0
  --------------------------- ---------------------      ====================
  --------------------------- ---------------------      ====================
  High Income Fund                       N/A                  N/A
  --------------------------- --------------------       ====================
  Quality Income Fund                  $95,423                $0
  --------------------------- --------------------       ====================
  Perpetual Global Fund                $92,753                $0
  --------------------------- --------------------       ====================

(a)      For the period from 6/23/1998 (commencement of operations) through
         9/30/1998.

<PAGE>

Transfer Agent

     Evergreen Service Company ("ESC"), a subsidiary of First Union Corporation,
is the Funds' 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 90 Park
Avenue, New York, New York 10016.

Independent Auditors

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

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  reports  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 or the Class 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.


Money Market Instruments


         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  investment  advisor,  market  conditions  warrant  a  temporary
defensive investment  strategy.  Evergreen Equity Income Fund 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)     Farmers Home Administration;

         (iii)    Federal Home Loan Banks;

         (iv)     Federal Home Loan Mortgage Corporation;

         (v)      Federal National Mortgage Association; and

         (vi)     Student Loan Marketing Association.

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



<PAGE>


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 a 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.


Dollar Roll Transactions

         The Fund may enter into dollar rolls in which the Fund sells securities
and simultaneously contracts to repurchase substantially similar securities on a
specified  future date. In the case of dollar rolls  involving  mortgage-related
securities, the mortgage-related securities that are purchased typically will be
of the same type and will have the same or similar interest rate and maturity as
those sold,  but will be  supported by different  pools of  mortgages.  The Fund
forgoes  principal  and interest  paid during the roll period on the  securities
sold in a dollar  roll,  but it is  compensated  by the  difference  between the
current  sales  price and the price for the  future  purchase  as well as by any
interest  earned on the proceeds of the securities  sold. The Fund could also be
compensated through receipt of fee income.

Dollar rolls may be viewed as a borrowing  by the Fund,  secured by the security
which is the subject of the agreement. In addition to the general risks involved
in  leveraging,  dollar  rolls are subject to the same risks as  repurchase  and
reverse repurchase agreements.


Securities Lending

         The Fund may lend  portfolio  securities to brokers,  dealers and other
financial   institutions  to  earn  additional   income  for  the  Fund.   These
transactions  must be fully  collateralized at all times with cash or short-term
debt  obligations,  but involve  some risk to the Fund if the other party should
default on its obligation  and the Fund is delayed or prevented from  exercising
its rights in respect of the  collateral.  Any  investment  of collateral by the
Fund  would be made in  accordance  with the  Fund's  investment  objective  and
policies described in the prospectus.


Convertible Securities

         The Fund may invest in convertible  securities.  Convertible securities
include  fixed-income  securities  that may be  exchanged  or  converted  into a
predetermined  number of shares of the issuer's  underlying  common stock at the
option of the holder during a specified period.  Convertible securities may take
the form of convertible preferred stock, convertible bonds or debentures,  units
consisting of "usable"  bonds and warrants or a  combination  of the features of
several of these securities.  The investment characteristics of each convertible
security vary widely,  which allow  convertible  securities to be employed for a
variety of investment strategies.


         The Fund will exchange or convert convertible securities into shares of
underlying  common stock when,  in the opinion of its  investment  advisor,  the
investment  characteristics of the underlying common shares will assist the Fund
in achieving its investment objective.  The Fund may also elect to hold or trade
convertible  securities.  In selecting  convertible  securities,  the investment
advisor evaluates the investment  characteristics of the convertible security as
a fixed-income instrument, and the investment potential of the underlying equity
security for capital appreciation. In evaluating these matters with respect to a
particular  convertible  security,  the investment  advisor  considers  numerous
factors, including the economic and political outlook, the value of the security
relative to other  investment  alternatives,  trends in the  determinants of the
issuer's profits, and the issuer's management capability and practices.


Warrants

         The Fund may invest in  warrants.  Warrants  are  options  to  purchase
common stock at a specific price (usually at a premium above the market value of
the  optioned  common stock at  issuance)  valid for a specific  period of time.
Warrants  may have a life ranging  from less than one year to twenty  years,  or
they may be perpetual.  However, most warrants have expiration dates after which
they are worthless.  In addition,  a warrant is worthless if the market price of
the common stock does not exceed the warrant's exercise price during the life of
the warrant.  Warrants  have no voting  rights,  pay no  dividends,  and have no
rights  with  respect  to  the  assets  of the  corporation  issuing  them.  The
percentage  increase or decrease in the market  price of the warrant may tend to
be greater than the  percentage  increase or decrease in the market price of the
optioned common stock.


Swaps, Caps, Floors and Collars

         The Fund may enter into interest rate, currency and index swaps and the
purchase or sale of related caps, floors and collars.  The Fund expects to enter
into these transactions primarily to preserve a return or spread on a particular
investment  or  portion  of  its   portfolio,   to  protect   against   currency
fluctuations,  as a duration  management  technique  or to protect  against  any
increase in the price of securities the Fund  anticipates  purchasing at a later
date.  The Fund would use these  transactions  as hedges and not as  speculative
investments  and would not sell  interest  rate caps or floors where it does not
own securities or other instruments  providing the income stream the Fund may be
obligated  to pay.  Interest  rate swaps  involve the  exchange by the Fund with
another party of their respective commitments to pay or receive interest,  e.g.,
an exchange of floating  rate payments for fixed rate payments with respect to a
notional  amount of principal.  A currency swap is an agreement to exchange cash
flows on a notional amount of two or more currencies based on the relative value
differential  among them and an index swap is an agreement to swap cash flows on
a notional amount based on changes in the values of the reference  indices.  The
purchase  of a cap  entitles  the  purchaser  to receive  payments on a notional
principal  amount from the party selling such cap to the extent that a specified
index exceeds a predetermined  interest rate or amount.  The purchase of a floor
entitles the purchaser to receive  payments on a notional  principal amount from
the party selling such floor to the extent that a specified  index falls below a
predetermined  interest rate or amount. A collar is a combination of a cap and a
floor that preserves a certain return within a  predetermined  range of interest
rates or values.


         The Fund will usually  enter into swaps on a net basis,  i.e.,  the two
payment streams are netted out in a cash settlement on the payment date or dates
specified in the instrument,  with the Fund receiving or paying, as the case may
be,  only the net amount of the two  payments.  The Fund will not enter into any
swap, cap, floor or collar transaction unless, at the time of entering into such
transaction, the unsecured long-term debt of the counterparty, combined with any
credit  enhancements,  is rated at least A by Standard & Poor's Ratings Services
("S&P") or Moody's  Investors  Service,  Inc.  ("Moody's")  or has an equivalent
rating from another nationally  recognized  securities rating organization or is
determined to be of equivalent credit quality by the Fund's investment  advisor.
If there  is a  default  by the  counterparty,  the  Fund  may have  contractual
remedies pursuant to the agreements related to the transaction.
 As a result,  the swap market has become  relatively  liquid.  Caps, floors and
collars are more recent innovations for which standardized documentation has not
yet been fully developed and, accordingly, they are less liquid than swaps.


Indexed Securities

         The Fund may  invest in  indexed  securities,  the  values of which are
linked to currencies,  interest rates,  commodities,  indices or other financial
indicators ("reference instruments"). Most indexed securities have maturities of
three years or less.


         Indexed  securities differ from other types of debt securities in which
the Fund may invest in several  respects.  First,  the interest  rate or, unlike
other debt  securities,  the principal  amount payable at maturity of an indexed
security  may  vary  based  on  changes  in  one  or  more  specified  reference
instruments, such as an interest rate compared with a fixed interest rate or the
currency  exchange  rates between two  currencies  (neither of which need be the
currency in which the instrument is denominated).  The reference instrument need
not be related to the terms of the indexed security.  For example, the principal
amount of a U.S.  dollar  denominated  indexed  security  may vary  based on the
exchange rate of two foreign  currencies.  An indexed security may be positively
or negatively indexed;  that is, its value may increase or decrease if the value
of the  reference  instrument  increases.  Further,  the change in the principal
amount payable or the interest rate of an indexed  security may be a multiple of
the  percentage  change  (positive or  negative) in the value of the  underlying
reference instrument(s).


         Investment in indexed securities involves certain risks. In addition to
the credit risk of the  security's  issuer and the normal risks of price changes
in  response  to changes in  interest  rates,  the  principal  amount of indexed
securities  may  decrease  as a result  of  changes  in the  value of  reference
instruments.  Further,  in the case of certain  indexed  securities in which the
interest  rate is linked to a reference  instrument,  the  interest  rate may be
reduced to zero, and any further  declines in the value of the security may then
reduce the principal amount payable on maturity. Finally, indexed securities may
be more volatile than the reference instruments underlying indexed securities.


         To reduce the effect of currency  fluctuations on the value of existing
or  anticipated  holdings of portfolio  securities,  the Fund may also engage in
proxy  hedging.  Proxy hedging is often used when the currency to which the Fund
is exposed is difficult to hedge or to hedge  against the dollar.  Proxy hedging
entails  entering  into a forward  contract to sell a currency  whose changes in
value are generally considered to be linked to a currency or currencies in which
some or all of the Fund's securities are or are expected to be denominated,  and
to buy U.S.  dollars.  The amount of the contract  would not exceed the value of
the Fund's  securities  denominated in linked  currencies.  For example,  if the
Fund's investment advisor considers that the Austrian schilling is linked to the
German  deutschmark  (the "D-mark"),  the Fund holds  securities  denominated in
schillings and the investment advisor believes that the value of schillings will
decline  against  the U.S.  dollar,  the  investment  advisor  may enter  into a
contract to sell D-marks and buy dollars.


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.


         The Fund may also invest in the stocks of companies located in emerging
markets.  These  countries  generally  have  economic  structures  that are less
diverse and mature,  and  political  systems  that are less stable than those of
developed  countries.  Emerging markets may be more volatile than the markets of
more mature  economies,  and the  securities  of  companies  located in emerging
markets are often subject to rapid and large price fluctuations;  however, these
markets may also provide higher long-term rates of return.


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.


Premium Securities

         The Fund may at times invest in premium securities which are securities
bearing  coupon  rates  higher than  prevailing  market  rates.  Such  "premium"
securities are typically  purchased at prices greater than the principal  amount
payable on maturity.  Although the Fund  generally  amortizes  the amount of any
such premium into income,  the Fund may recognize a capital loss if such premium
securities  are called or sold prior to  maturity  and the call or sale price is
less than the purchase  price.  Additionally,  the Fund may  recognize a capital
loss if it holds such securities to maturity.


High Yield, High Risk Bonds

         The Fund may invest a portion of its assets in lower rated bonds. Bonds
rated below BBB by S&P or Fitch IBCA,  Inc.  ("Fitch")  or below Baa by 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% (10% for money  market  funds) 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
determining 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 its 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 interest  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
interest zero coupon bonds representing an 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
servicers 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
related  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 related  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.


Real Estate Investment Trusts

         The Fund may invest in  investments  related to real  estate  including
real estate investment  trusts  ("REITs").  Risks associated with investments in
securities  of companies  in the real estate  industry  include:  decline in the
value of real estate;  risks related to general and local  economic  conditions,
overbuilding  and  increased  competition;   increases  in  property  taxes  and
operating  expenses;  changes in zoning laws;  casualty or condemnation  losses;
variations  in rental  income;  changes in  neighborhood  values;  the appeal of
properties to tenants;  and  increases in interest  rates.  In addition,  equity
REITs may be affected by changes in the values of the underlying  property owned
by the trusts,  while mortgage real estate  investment trusts may be affected by
the quality of credit extended.  REITs are dependent upon management skills, may
not be  diversified  and are subject to the risks of  financing  projects.  Such
REITs are also  subject to heavy cash flow  dependency,  defaults by  borrowers,
self  liquidation  and the  possibility  of  failing  to  qualify  for  tax-free
pass-through  of income under the Code and to maintain  exemption  from the 1940
Act.  In the event an issuer of debt  securities  collateralized  by real estate
defaults,  it is conceivable  that the REITs could end up holding the underlying
real estate.


Limited Partnerships

         The Fund may  invest in  limited  and master  limited  partnerships.  A
limited partnership is a partnership consisting of one or more general partners,
jointly and severally responsible as ordinary partners, and by whom the business
is conducted, and one or more limited partners who contribute cash as capital to
the  partnership  and  who  generally  are  not  liable  for  the  debts  of the
partnership beyond the amounts contributed. Limited partners are not involved in
the day-to-day management of the partnership. They receive income, capital gains
and other tax benefits  associated  with the  partnership  project in accordance
with  terms   established  in  the   partnership   agreement.   Typical  limited
partnerships  are in real estate,  oil and gas and equipment  leasing,  but they
also finance movies, research and development, and other projects.

         For an  organization  classified  as a  partnership  under the Internal
Revenue Code of 1986, as amended (the "Code"),  each item of income, gain, loss,
deduction, and credit is not taxed at the partnership level but flows through to
the holder of the partnership  unit. This allows the partnership to avoid double
taxation and to pass  through  income to the holder of the  partnership  unit at
lower individual rates.

         A master limited partnership is a publicly traded limited  partnership.
The partnership units are registered with the Securities and Exchange Commission
("SEC")  and  are  freely   exchanged  on  a  securities   exchange  or  in  the
over-the-counter market.


                        PURCHASE AND REDEMPTION OF SHARES

         You may buy  shares of the Fund  through  Evergreen  Distributor,  Inc.
("EDI"),  broker-dealers  that have entered into special  agreements with EDI or
certain other  financial  institutions.  With certain  exceptions,  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.  Each Fund  offers  different  classes  of shares.  Refer to the
prospectus to determine which classes of shares are offered by each Fund.

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:
<TABLE>
<CAPTION>
         REDEMPTION TIME                                                                        CDSC RATE
         <S>                                                                                      <C>
         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%
</TABLE>

         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 EDI. 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 advisor'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

         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.


<PAGE>


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 and Institutional Service 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., paid to EDI or its predecessor.

                       SALES CHARGE WAIVERS AND REDUCTIONS

         The  following  information  is not  applicable  to  Institutional  and
Institutional Service 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.



<PAGE>


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, EDI, 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;

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

         9.       a bank or trust company acting as trustee for a single account
                  in the  name of such  bank or  trust  company  if the  initial
                  investment in any of the Evergreen Funds 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.


<PAGE>



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.


                                PRICING OF SHARES

Calculation of Net Asset Value


         The Fund  calculates  its net asset value  ("NAV") once daily (or twice
daily,  for Money Market Funds) 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.

         (6) Municipal  bonds are valued by an  independent  pricing  service at
         fair  value  using a  variety  of  factors  which  may  include  yield,
         liquidity,  interest rate risk,  credit quality,  coupon,  maturity and
         type of issue.


Foreign securities are generally valued on the basis of valuations provided by a
pricing  service,   approved  by  the  Fund's  Board  of  Trustees,  which  uses
information  with respect to  transactions in such  securities,  quotations from
broker-dealers,  market  transactions  in  comparable  securities,  and  various
relationships between securities and yield to maturity in determining value.


                            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:

              P(1 + T)n = ERV

         P =   initial  payment  of $1,000
         T =   average  annual  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:

                                      a-b
                          Yield = 2[(----- +1)6 - 1]
                                      cd
         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:

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:
                                                Yield
                  Tax Equivalent Yield = ---------------------
                                          1 - Income Tax Rate

                  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

         EDI 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 EDI with respect to each class of the
Fund. EDI is a subsidiary of The BISYS Group, Inc.

         EDI, as agent,  has agreed to use its best  efforts to find  purchasers
for  the  shares.   EDI  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 EDI 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 EDI 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.

         EDI has agreed that it will,  in all  respects,  duly  conform with all
state and federal laws applicable to the sale of the shares. EDI 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 EDI or any other  person  for whose  acts EDI 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 EDI's judgment, it could benefit the sales of
shares,  EDI 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 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 12b-1 fees 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           0.75%*
                        ------------------------------- ---------------

                  * Currently limited to 0.25% or less to be used exclusively as
                    a  shareholder  service  fee.  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  EDI  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 EDI 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 EDI 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. EDI may assign
its rights to receive  compensation  under the Plans to secure such  financings.
FUNB  or  its  affiliates  may  finance  payments  made  by  EDI  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 EDI  under  the  Agreements  may be  paid  by the  Fund's
Distributor to the acquired fund's distributor or its predecessor.

         Since EDI's  compensation  under the Agreements is not directly tied to
the  expenses  incurred  by EDI,  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 EDI.  Distribution expenses incurred by EDI in one
fiscal year that exceed the  compensation  paid to EDI 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 annually on 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 EDI to
compensate broker-dealers in connection with the sale of such shares.


         Service fees are accrued  daily and paid at least  annually on Class A,
Class B, Class C, and  Institutional  Service  shares  and are  charged as class
expenses, as accrued.

         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 SEC  make  payments  for
distribution  services  to EDI;  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 EDI with respect to that class or classes, and (ii) the Fund
would  not  be  obligated  to  pay  EDI  for  any  amounts  expended  under  the
Distribution  Agreement not  previously  recovered by the EDI 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 EDI.  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
EDI. 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 Code, as
amended.  (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 or
U.S.  Government  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 or U.S.
Government  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 Shareholders of Municipal Bond Funds

         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,  as amended.) 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.


<PAGE>


                                    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 Evergreen Asset Management  Company ("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

         The  foregoing is qualified in its entirety by reference to the Trust's
Declaration of Trust.

Description of Shares

         The Declaration of Trust authorizes the issuance of an unlimited number
of shares of beneficial  interest of series and classes of shares. Each share of
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.,
OppenheimerFunds, Inc. and Putnam Investment Management, Inc.

         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, the Vice Chairman of the Board,  Michael Scofield,  and
Russell Salton,  each of whom is an Independent  Trustee.  Commencing January 1,
2000, the Trust's Executive Committee will consist of the Chairman of the Board,
Michael Scofield,  K. Dunn Gifford and Russell Salton.  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 (real estate development) and
                                                                 Centrum Properties, Inc.(real estate development).

Charles A. Austin III                Trustee                     Investment Counselor to Appleton Partners, Inc.(investment
(DOB: 10/23/34)                                                  advice); former 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  (leather goods  purveyor);
                                                                 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 Committee, Foundation
(DOB: 8/13/24)                       of  Trustees                for the 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 (manufacturing); Director of Phoenix Total
                                                                 Return Fund and Equifax, Inc. (worldwide information
                                                                 management); 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 and Marketing Management with Nucor-Yamoto, Inc.
(DOB: 7/14/39)                                                   (steel producer).

Thomas L. McVerry                    Trustee                     Former Vice President and Director of Rexham Corporation
(DOB: 8/2/39)                                                    (manufacturing); and Director of Carolina Cooperative
                                                                 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.
                                                                 (communications), 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                     Independent Consultant; former Chairman, Environmental
(DOB: 8/11/39)                                                   Warranty, Inc. (insurance agency); former Executive
                                                                 Consultant, Drake Beam Morin, Inc. (executive
                                                                 outplacement); Director of CTG Resources, Inc. (natural
                                                                 gas), Hartford Hospital, Old State House Association, and
                                                                 Enhance Financial Services, Inc.; former Director Middlesex
                                                                 Mutual Assurance Company; former Chairman, Board of
                                                                 Trustees, Hartford Graduate Center; Trustee, Greater
                                                                 Hartford YMCA.

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 National 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>

*      As of January 1, 2000, Michael S. Scofield will become Chairman of the
       Board and James S. Howell will become Trustee Emeritis.
**     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.


<PAGE>

<TABLE>
<CAPTION>
                                                 COMPARISON OF LONG-TERM BOND RATINGS
<S>  <C>               <C>              <C>             <C>
     ----------------- ---------------- --------------- =================================================

     MOODY'S           S&P              FITCH           Credit Quality
     ----------------- ---------------- --------------- =================================================
     ----------------- ---------------- --------------- =================================================

     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:

o        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

o        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.



<PAGE>


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:

o        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

o        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.


<PAGE>


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.



<PAGE>


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.



<PAGE>


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 or 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.



<PAGE>


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 EDI,
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

                                OTHER INFORMATION




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

(d)(9)    Form of Investment Advisory and Management             Incorporated by reference to
          Agreement between the Registrant and Mentor            Post-Effective Amendment No. 19 to
          Investment Advisors, LLC                               Registrant's Registration Statement
                                                                 Filed on October 14, 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)       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 the                   Incorporated by reference to
          Registrant and Evergreen Investment                    Post-Effective Amendment No. 4 to
          Services, Inc.                                         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

(h)(3)    Form of Administration Agreement between               Incorporated by reference to
          the Registrant and Evergeen Investment                 Post-Effective Amendment No. 19
          Service, Inc. (10/15/99 Agreement)                     Registrant's Registration Statement
                                                                 Filed on October 14, 1999

(i)(1)    Opinion and Consent of Sullivan & Worcester LLP        Incorporated by reference to
                                                                 Registrant's Post-Effective Amendment No. 2
                                                                 Filed on December 12, 1997

(i)(2)    Opinion and Consent of Sullivan & Worcester LLP        Incorporated by reference to
                                                                 Post-Effective Amendment No. 19
                                                                 Registrant's Registration Statement
                                                                 Filed on October 14, 1999

(j)(1)    Consent of KPMG LLP                                    Incorporated by reference to
          Domestic Growth Funds                                  Registrant's Post-Effective Amendment No. 12
                                                                 Filed on February 1, 1999

(j)(2)    Consent of PricewaterhouseCoopers LLP                  Incorporated by reference to Registrant's
          Domestic Growth Funds                                  Post-Effective Amendment No. 12
                                                                 Filed on February 1, 1999

(j)(3)    Consent of Ernst & Young LLP                           Incorporated by reference to Registrant's
          Domestic Growth Funds                                  Post-Effective Amendment No. 12
                                                                 Filed on February 1, 1999

(j)(4)    Consent of KPMG LLP                                    Incorporated by reference to Registrant's
          Balanced Fund                                          Post-Effective Amendment No. 16
                                                                 Filed on July 29, 1999

(j)(5)    Consent of PricewaterhouseCoopers LLP                  Incorporated by reference to Registrant's
          Growth and Income Funds                                Post-Effective Amendment No. 21
                                                                 Filed on November 29, 1999

(j)(6)    Consent of KPMG LLP                                    Incorporated by reference to Registrant's
          Growth and Income Funds                                Post-Effective Amendment No. 21
                                                                 Filed on November 29, 1999

(j)(7)    Consent of KPMG LLP                                    To be filed by amendment
          Mentor Funds                                           on or about January 26, 2000

(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

John R. Georgius                   President, Chief Operating Officer and
                                   Director, First Union Corporation;
                                   President, First Union National Bank

Mark C. Treanor                    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.

     The information required by this item with respect to Mentor Investment
Advisors, LLC is incorporated by reference to the Form ADV (File No. 801-40384)
of Mentor Investment Advisors, LLC.


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:

Maryann Bruce                      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

     Messrs.  Sheehan,  Huber and Dell are  located  at the  following  address:
Evergreen Distributor, Inc., 90 Park Avenue, New York, New York 10019.

     Ms. Bruce is located at 201 South College Street, Charlotte, NC 28288.

     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

     Mentor Investment Advisors, LLC, 901 East Byrd Street, Richmond, Virginia
     23219

     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
November, 1999.

                                         EVERGREEN EQUITY 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 November, 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/ Maureen E. Towle
- -------------------------------
Maureen E. Towle
Attorney-in-Fact


     *Maureen E. Towle,  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.

<PAGE>


                             INDEX TO EXHIBITS


Exhibit Letter           Exhibit
- --------------           -------




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