EVERGREEN EQUITY TRUST /DE/
485BPOS, 2000-11-22
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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. 29                                       [X]

                                     and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940           [ ]
     Amendment No. 30                                                     [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)
[X]  on November 28, 2000 pursuant to paragraph (b)
[ ]  60 days after filing pursuant to paragraph (a)(1)
[ ]  on (date) pursuant to paragraph (a)(1)
[ ]  75 days after filing pursuant to paragraph (a)(2)
[ ]  on (date) pursuant to paragraph (a)(2) of Rule 485

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

<PAGE>

                             EVERGREEN EQUITY TRUST

                                   CONTENTS OF
                         POST-EFFECTIVE AMENDMENT NO. 29
                                       to
                             REGISTRATION STATEMENT

     This Post-Effective Amendment No. 29 to Registrant's Registration Statement
No. 333-37453/811-08413  consists of the following pages, items of information
and documents:

                                The Facing Sheet


                                     PART A
                                     ------

Prospectus for Classes A, B, C and Y of Evergreen Blue Chip Fund, Evergreen
Equity Income Fund, Evergreen Growth and Income Fund, Evergreen Small Cap
       Value Fund, and Evergreen Value Fund is contained herein.

  Prospectus for Institutional Service shares of Evergreen Small Cap Value Fund
                              is contained herein.

       Prospectus for Classes A, B, C and Y of Evergreen Utility Fund is
                               contained herein.

  Prospectus for Classes A,B,C and Y of Evergreen Premier 20 Fund contained
   in Post-Effective No. 28 to Registration Statement Nos. 333-37453/811-08413
            filed on October 30, 2000 is incorporated by reference.

   Prospectus for Classes A, B, C and Y of Evergreen Balanced Fund, Evergreen
Foundation Fund and Evergreen Tax Strategic Foundation Fund is contained in Post
-Effective Amendment No.26 to Registration Statement Nos. 333-37453/811-08413
              filed on July 26, 2000 is incorporated by reference.

        Prospectus for Classes A, B, C and Y shares of Evergreen Aggressive
   Growth Fund, Evergreen Capital Growth Fund (formerly Mentor Capital Growth
    Portfolio), Evergreen Fund, Evergreen Growth Fund (formerly Mentor Growth
    Portfolio), Evergreen Masters Fund, Evergreen Omega Fund, Evergreen Small
 Company Growth Fund, Evergreen Strategic Growth Fund, Evergreen Stock Selector
   Fund and Evergreen Tax Strategic Equity Fund is contained in Post-Effective
   Amendment No. 24 to Registration Statement No. 333-37453/811-08413 filed on
                 January 28, 2000 is incorporated by reference.

       Prospectus for Classes A, B, C and Y of Evergreen Health Care Fund
                          and Evergreen Technology Fund
                 contained in Post-Effective Amendment No. 23 to
             Registration Statement No 333-37453/811-08413 filed on
                 December 22, 1999 is incorporated by reference.



                                     PART B
                                     ------

  Statement of Additional Information for Evergreen Blue Chip Fund, Evergreen
   Equity Income Fund, Evergreen Growth and Income Fund, Evergreen Small Cap
            Value Fund, and Evergreen Value Fund is contained herein.

         Statement of Additional Information for Evergreen Utility Fund
                            is contained herein.

      Statement of Additional Information for Evergreen Premier 20 Fund
                 contained in Post-Effective Amendment No.28 to
    Registration Statement Nos.333-37453/811-08413 filed on October 30, 2000 is
                           incorporated by reference.

   Statement of Additional Information for Evergreen Balanced Fund, Evergreen
    Foundation Fund and Evergreen Tax Strategic Foundation Fund is contained
        in Post-Effective Amendment No.26 to Registration Statement Nos.
    333-37453/811-08413 filed on July 26, 2000 is incorporated by reference.

    Statement of Additional Information for Evergreen Aggressive Growth Fund,
   Evergreen Capital Growth Fund (formerly Mentor Capital Growth Portfolio),
   Evergreen Fund, Evergreen Growth Fund (formerly Mentor Growth Portfolio),
      Evergreen Masters Fund, Evergreen Omega Fund, Evergreen Small Company
Growth Fund, Evergreen Strategic Growth Fund, Evergreen Stock Selector Fund and
Evergreen Tax Strategic Equity Fund is contained in Post-Effective Amendment No.
 24 to Registration Statement No. 333-37453/811-08413 filed on January 28, 2000
                      is incorporated by reference.

      Statement of Additional Information for Evergreen Health Care Fund and
              Evergreen Technology Fund contained in Post-Effective
   Amendment No. 23 to Registration Statement No 333-37453/811-08413 filed on
             December 22, 1999 is incorporated by reference.



                                     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

                             GROWTH AND INCOME FUNDS
                        CLASSES A, B, C AND Y PROSPECTUS


<PAGE>


EVERGREEN GROWTH AND INCOME FUNDS



Evergreen Blue Chip Fund
Evergreen Equity Income Fund (formerly Evergreen Income and Growth Fund)
Evergreen Growth and Income Fund
Evergreen Small Cap Value Fund
Evergreen Value Fund


Class A
Class B
Class C
Class Y

Prospectus, December 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.


<PAGE>


                          T A B L E   OF   C O N T E N T S


FUND RISK/RETURN SUMMARIES:

Overview of Fund Risks...................................2

Evergreen Blue Chip Fund.................................4

Evergreen Equity Income Fund ............................6

Evergreen Growth and Income Fund.........................8

Evergreen Small Cap Value Fund..........................10

Evergreen Value Fund....................................12


GENERAL INFORMATION:

The Funds' Investment Advisors..........................14

The Funds' Portfolio Managers...........................14

Calculating The Share Price.............................15

How to Choose an Evergreen Fund.........................15

How to Choose the Share Class
  that Best Suits You...................................15

How to Buy Shares.......................................18

How to Redeem Shares....................................19

Other Services..........................................20

The Tax Consequences of
   Investing in the Funds...............................20

Fees and Expenses of the Funds..........................21

Financial Highlights....................................22

Other Fund Practices....................................32



In general,  Funds included in this prospectus seek to provide  investors with a
combination  of capital  growth and current  income.  The  proportion  of growth
versus income varies by Fund. The Evergreen Growth and Income Funds tend to have
less risk, volatility and growth potential than more aggressive stock 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>

                             OVERVIEW OF FUND RISKS


Growth and
 Income Funds

typically rely on a combination of the following strategies:

o    investing in companies that have a history of paying  regular  dividends in
     order to cushion stock market fluctuations with a steady stream of income;
o    investing a portion of the Fund in bonds and convertible securities to
     lower overall risk and provide
     regular income;
o    investing  in  companies  whose  stock  price is lower than what the Fund's
     managers believe the true, "fundamental" price should be; and
o    selling  a  portfolio   investment:   i)  when  the   issuers'   investment
     fundamentals  begin to  deteriorate;  ii) when the  investment  reaches  or
     exceeds  estimated fair value;  iii) to take  advantage of more  attractive
     investment opportunities; iv) when the investment no longer appears to meet
     the Fund's investment objective; v) when the Fund must meet redemptions; or
     vi)  for  other  investment  reasons  which  the  portfolio  manager  deems
     necessary.


may be appropriate for investors who:
o    want an investment with moderate volatility relative to more aggressive
     stock funds; and

o    want a combination of growth potential and regular dividend income
     potential.

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  investment  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 a 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,  equity  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,  the value of and dividend yield and
total  return  earned  on  your  investment  would  decline  if  the  particular
industries, companies or sectors a 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.

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 or underperform 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 of
earnings potential. Growth oriented funds will typically underperform when value
investing  is in  favor.  Value  stocks  are  those  which  are  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.

2  GROWTH AND INCOME FUNDS
<PAGE>

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 debt securities or stocks  purchased  primarily for dividend income
and  interest  rates  rise,  then the value of and total  return  earned on your
investment may decline. When interest rates go down, interest earned by the Fund
on its debt  investments may also decline,  which could cause the Fund to reduce
the dividends it pays. The longer the term of the security held by the Fund, the
more the Fund is subject to interest rate risk.

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 the  Fund  invests  in  debt
securities,  then the value of and total return  earned on your  investment  may
decline if an issuer fails to pay an obligation on a timely basis.

Foreign Investment Risk
 If a 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 and total return  earned on 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 and total return earned on
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.

3    GROWTH AND INCOME FUNDS
<PAGE>

BLUE CHIP FUND

FUND FACTS:

Goals:
o        Capital Growth
o        Income

Principal Investment:
o        Large-Cap U.S. 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 Investment Management Company

Portfolio Manager:
o        Judith A. Warners

NASDAQ Symbols:
o        EKNAX (Class A)
o        EKNBX (Class B)
o        EKNCX (Class C)
o        EKNYX (Class Y)

Dividend Payment Schedule:
o        Quarterly

INVESTMENT GOAL

 The Fund seeks capital growth with the potential for income.
INVESTMENT STRATEGY

The following  supplements the investment  strategies discussed in the "Overview
of Fund Risks" on page 2.

The Fund invests  primarily  in common  stocks of  well-established,  large U.S.
companies (i.e.,  typically having a market  capitalization over $8.5 billion at
the  time  of  investment),  with  a  long  history  of  performance,  typically
recognizable  names  representing  a  broad  range  of  industries.  To  provide
investment flexibility,  the Fund also invests in quality medium-sized companies
(i.e., typically have a market capitalization of $1.5 billion to $8.5 billion at
the time of  investment).  The Fund's stock  selection is based on a diversified
style  of  equity  management  that  allows  it to  invest  in both  growth  and
value-oriented   equity  securities.   "Growth"  securities  are  securities  of
companies which the Fund's portfolio manager believes have anticipated  earnings
ranging from steady to  accelerated  growth.  "Value"  securities are securities
which  the   Fund's   portfolio   manager   believes   are   undervalued   on  a
price-to-earnings  and price-to-assets  methodology.  Buy and sell decisions are
based  primarily  on  fundamental  analysis to identify  companies  with leading
positions within their industry,  solid managements and strategies,  and a trend
of stable or accelerating profits.

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 2 under the headings:

o        Stock Market 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."

4   GROWTH AND INCOME FUNDS
<PAGE>

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

The table below shows the percentage  gain or loss for the Class B shares of the
Fund in each of the last ten calendar  years.  It should give you a general idea
of the risks of  investing  in the Fund by  showing  how the  Fund's  return has
varied from year-to-year.  This table 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 (%)
1990          1991       1992      1993     1994
-5.21         28.84      0.05       9.81    -5.90

1995          1996       1997      1998     1999
31.93         21.05      30.52     17.73    27.17


Best Quarter: 4th  Quarter 1999 +19.17%
Worst Quarter: 3rd Quarter 1990 -12.15%
Year-to-date total return through 9/30/2000 is -2.62%.

The next table lists the Fund's  average  annual  total return by class over the
past one, five and ten 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 by comparing  its  performance
with the S&P 500 Index (S&P  500),  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 or any mutual fund expenses.
It is not possible to invest directly in an index.

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

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

Class A   1/20/1998  22.02%   24.74%   14.32%     9.31%

Class B   9/11/1935  22.17%   25.40%   14.70%     9.36%

Class C   1/22/1998  25.16%   25.62%   14.72%     9.37%

Class Y   4/30/1999  28.01%   25.73%   14.77%     9.38%

S&P 500              21.04%   28.56%   18.21%    12.47%

*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 not been  adjusted to reflect the
effect of the each class' 12b-1 fees. These fees are 0.25% for Class A and 1.00%
for  Classes B and C. Class Y does not pay a 12b-1  fee.  If these fees had been
reflected, returns 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%     2.00%    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)+

                                                    Total Fund
              Management   12b-1        Other        Operating
                 Fees        Fees      Expenses      Expenses
Class A          0.44%      0.25%       0.46%          1.15%
Class B          0.44%      1.00%       0.46%          1.90%
Class C          0.44%      1.00%       0.46%          1.90%
Class Y          0.44%      0.00%       0.46%          0.90%

+ Restated for the fiscal year ended 7/31/2000 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
reinvestment of all dividends and distributions. Your actual costs may be higher
or lower.

Example of Fund Expenses
                Assuming Redemption at End of        Assuming No
                            Period                   Redemption
               --------------------------------     ------------
        After: Class A  Class B Class C  Class Y   Class B  Class C

      1 year    $587      $693    $393      $92      $193      $193
      3 years   $823      $897    $597     $287      $597      $597
      5 years $1,078    $1,226  $1,026     $498    $1,026    $1,026
     10 years $1,806    $1,935  $2,222   $1,108    $1,935    $2,222

5   GROWTH AND INCOME FUNDS
<PAGE>

EQUITY INCOME FUND


FUND FACTS:

Goals:
o        Current Income
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 Managers:
o        Irene D. O'Neill, CFA
o        Philip M. Foreman, CFA

NASDAQ Symbols:
o        ETRAX (Class A)
o        ETRBX (Class B)
o        EVTRX (Class Y)

Dividend Payment Schedule:
o        Quarterly


INVESTMENT GOAL

The Fund seeks current income and capital growth in the value of its shares.

INVESTMENT STRATEGY

The following  supplements the investment  strategies discussed in the "Overview
of Fund Risks" on page 2.

The Fund invests  primarily in common  stocks and  securities  convertible  into
common stocks across all market  capitalizations that on the purchase date pay a
yield higher than the average  yield of  companies  included in the S&P 500. The
Fund's stock selection is based on a diversified style of equity management that
allows it to invest in both value and growth-oriented equity securities. "Value"
securities  are  securities  which the Fund's  portfolio  managers  believe  are
currently  undervalued in the  marketplace  exhibiting,  for example,  low price
to earnings and low price to cash flow multiples. "Growth" securities are
securities of  companies  which the Fund's  portfolio  managers  believe  have
anticipated earnings ranging from steady to accelerated  growth.  The Fund
intends to invest in investment grade bonds and convertible debentures of any
quality up to 25% of its  assets.  The  Fund may  also  invest  up to 50% 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 2 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

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.

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

6    GROWTH AND INCOME FUNDS
<PAGE>

PERFORMANCE

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

The table below shows the percentage  gain or loss for the Class Y shares of the
Fund in each of the last ten calendar  years.  It should give you a general idea
of the risks of  investing  in the Fund by  showing  how the  Fund's  return has
varied from year-to-year. This table includes the effects of Fund expenses.

Year-by-Year Total Return for Class Y Shares (%)
1990          1991       1992      1993     1994
-6.30         22.99      10.03     12.92    -6.42

1995          1996       1997      1998     1999
23.86         12.89      25.58     -0.79    16.37

Best Quarter: 2nd Quarter 1999 +14.50%
Worst Quarter: 3rd Quarter 1998 -11.55%
Year-to-date total return through 9/30/2000 is +3.72%.

The next table lists the Fund's  average  annual  total return by class over the
past one, five and ten 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 by comparing  its  performance
with the Lehman  Brothers  Aggregate  Bond Index  (LBABI) and the Wilshire  5000
Index (Wilshire 5000). The LBABI is an unmanaged fixed income index covering the
U.S. investment grade fixed-rate bond market, including U.S. government and U.S.
government agency securities, corporate securities, and asset-backed securities.
The Wilshire 5000 is an unmanaged  index tracking the performance of the largest
5000  publicly-traded  U.S.  stocks,  so it  includes a broader  range of market
capitalizations  than the S&P 500 Index.  An index does not include  transaction
costs associated with buying and selling securities or any mutual fund expenses.
It is not possible to invest directly in an index.

Average Annual Total Return
(for the period ended 12/31/1999)*
          Inception                              Performance
           Date of    1 year   5 year   10 year    Since
            Class                                8/31/1978

Class A    1/3/1995   10.60%    13.81%   9.85%    13.74%

Class B    1/3/1995   10.24%    13.85%   9.98%    13.81%

Class C    1/3/1995   13.24%    14.07%   9.98%    13.80%

Class Y    8/31/1978  16.37%    15.18%   10.51%   14.06%

LBABI                 -0.82%    7.73%    7.70%    9.40%

Wilshire 5000         23.56%    27.06%   17.59%   16.83%
*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 are 0.25% for Class A and 1.00% for
Classes  B and C.  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         4.75%      None      None     None
 purchases (as a % of offering price)
Maximum deferred sales charge           None*      5.00%     2.00%    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)+
                                                    Total Fund
              Management   12b-1        Other        Operating
                 Fees        Fees      Expenses      Expenses
Class A          0.88%      0.25%       0.36%          1.49%
Class B          0.88%      1.00%       0.36%          2.24%
Class C          0.88%      1.00%       0.37%          2.25%
Class Y          0.88%      0.00%       0.35%          1.23%

+Restated for the fiscal year ended 7/31/2000 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
reinvestment of all dividends and distributions. Your actual costs may be higher
or lower.

Example of Fund Expenses
                Assuming Redemption at End of        Assuming No
                            Period                   Redemption
               --------------------------------     ------------
     After:   Class A   Class B Class C  Class Y  Class B   Class C

   1 year     $619      $727    $428     $125     $227      $228

  3 years     $924      $1,000  $703     $390     $700      $703

  5 years     $1,250    $1,400  $1,205   $676     $1,200    $1,205

  10 years    $2,170    $2,297  $2,585   $1,489   $2,297    $2,585

7  GROWTH AND INCOME FUNDS
<PAGE>

GROWTH AND INCOME FUND


FUND FACTS:

Goals:
o        Capital Growth
o        Current Income

Principal Investment:
o        Medium-Cap and Large-Cap U.S. 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 Investment Management Company

Portfolio Managers:
o        Philip M. Foreman, CFA
o        Irene D. O'Neill, CFA

NASDAQ Symbols:
o        EGIAX (Class A)
o        EGIBX (Class B)
o        EGICX (Class C)
o        EVVTX (Class Y)

Dividend Payment Schedule:
o        Quarterly


INVESTMENT GOAL

The Fund seeks capital growth in the value of its shares and current income.

INVESTMENT STRATEGY

The following  supplements the investment  strategies discussed in the "Overview
of Fund Risks" on page 2.

The Fund invests  primarily in the common  stocks of mid- and  large-sized  U.S.
companies  (i.e.,  typically  have a market  capitalization  of $1.5 billion and
above at the time of  investment).  The  Fund's  stock  selection  is based on a
diversified  style of equity  management  that allows it to invest in both value
and  growth-oriented  equity securities.  The Fund's managers look for companies
which are  temporarily  undervalued in the marketplace but which display certain
characteristics of growth such as earning a high return on investment and having
some kind of competitive advantage in their industry. The Fund's managers expect
to first look for buying opportunities  principally in the mid-cap market (i.e.,
companies which typically have a market  capitalization  of $1.5 billion to $8.5
billion).  So that,  over time,  the Fund's  portfolio  may become more  heavily
weighted  toward  mid-cap  companies.  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 2 under the headings:

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

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

8   GROWTH AND INCOME FUNDS
<PAGE>

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

The table below shows the percentage  gain or loss for the Class Y shares of the
Fund in each of the last ten calendar  years.  It should give you a general idea
of the risks of  investing  in the Fund by  showing  how the  Fund's  return has
varied from year-to-year. This table includes the effects of Fund expenses.

Year-by-Year Total Return for Class Y Shares (%)
1990          1991       1992      1993     1994
-4.47         25.82      13.84     14.44     1.69

1995          1996       1997      1998     1999
32.94         23.82      31.25      5.23    14.54

Best Quarter: 4th Quarter 1999 +17.08%
Worst Quarter: 3rd Quarter 1998 -14.31%
Year-to-date total return through 9/30/2000 is +0.28%.

The next table lists the Fund's  average  annual  total return by class over the
past one, five and ten 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 by comparing  its  performance
with the S&P 400 Index (S&P 400) and the S&P 500 Index (S&P 500). The S&P 400 is
an unmanaged index tracking the performance of 400 mid-cap  publicly-traded U.S.
stocks.  The S&P 500 is an unmanaged market  value-weighted  index measuring the
performance of 500 U.S. stocks chosen for market size,  liquidity,  and industry
group  representation.  An index does not include  transaction  costs associated
with  buying and  selling  securities  or any mutual  fund  expenses.  It is not
possible to invest directly in an index.

Average Annual Total Return
(for the period ended 12/31/1999)*
            Inception                  10 year  Performance
             Date of   1 year  5 year              Since
              Class                             10/15/1986
Class A    1/3/1995    8.76%   19.60%   14.58%    14.31%
Class B    1/3/1995    8.39%   19.73%   14.73%    14.43%
Class C    1/3/1995   11.39%   19.94%   14.73%    14.43%
Class Y   10/15/1986  14.54%   21.09%   15.28%    14.85%
S&P 400               14.72%   23.05%   17.23%    17.11%
S&P 500               21.04%   28.56%   18.21%    18.13%

*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 are 0.25% for Class A and 1.00% for
Classes  B and C.  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          4.75%      None      None     None
 purchases (as a % of offering price)

Maximum deferred sales charge            None*      5.00%     2.00%    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)+

                                                    Total Fund
              Management   12b-1        Other        Operating
                 Fees        Fees      Expenses      Expenses
Class A          0.81%      0.25%       0.41%          1.47%
Class B          0.81%      1.00%       0.41%          2.22%
Class C          0.81%      1.00%       0.40%          2.21%
Class Y          0.81%      0.00%       0.41%          1.22%

+ Restated for the fiscal year ended 7/31/2000 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
reinvestment of all dividends and distributions. Your actual costs may be higher
or lower.

Example of Fund Expenses
                Assuming Redemption at End of        Assuming No
                            Period                   Redemption
               --------------------------------     ------------
     After:   Class A   Class B Class C  Class Y  Class B   Class C

  1 year      $617      $725    $424     $124     $225      $224

  3 years     $918      $994    $691     $387     $694      $691

  5 years     $1,240    $1,390  $1,185   $670     $1,190    $1,185

  10 years    $2,149    $2,276  $2,544   $1,477   $2,276    $2,544

9    GROWTH AND INCOME FUNDS
<PAGE>

SMALL CAP VALUE FUND

FUND FACTS:

Goals:
o        Current Income
o        Capital Growth

Principal Investment:
o        Small-Cap U.S. 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 Investment Management Company

Portfolio Manager:
o        Jordan Alexander, CFA

NASDAQ Symbols:
o        ESQAX (Class A)
o        ESCIX (Class B)
o        ESCCX (Class C)
o        ESCEX (Class Y)

Dividend Payment Schedule:
o        Quarterly


INVESTMENT GOAL

The Fund seeks current income and capital growth in the value of its shares.

INVESTMENT STRATEGY

The following  supplements the investment  strategies discussed in the "Overview
of Fund Risks" on page 2.

 The Fund invests  primarily  in common  stocks of small U.S.  companies  (i.e.,
typically have a market  capitalization of less than $1.5 billion at the time of
investment).  The Fund's  managers  seek to limit the  investment  risk of small
company  investing by seeking stocks that produce regular income,  are issued by
companies with a history of buying back stock, and trade below what the managers
consider their  intrinsic  value.  The Fund's  managers looks  specifically  for
various growth  triggers,  or catalysts,  that will bring the stock's price into
line with its actual or potential value,  such as new products,  new management,
changes in regulation and/or restructuring potential.

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 2 under the headings:

o        Stock Market 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."

10   GROWTH AND INCOME FUNDS
<PAGE>

PERFORMANCE

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

The table below shows the percentage  gain or loss for the Class Y shares of the
Fund in each calendar year since the Class Y shares' inception on 10/1/1993.  It
should give you a general  idea of the risks of investing in the Fund by showing
how the Fund's  return has varied from  year-to-year.  This table  includes  the
effects of Fund expenses.

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

1990          1991       1992      1993     1994
                                            -0.65

1995          1996       1997      1998     1999
29.12         22.38      33.62     -9.39    0.99

Best Quarter: 2nd  Quarter 1999 +16.70%
Worst Quarter: 3rd  Quarter1998  -13.36%
Year-to-date total return through 9/30/2000 is +11.43%.

The next table lists the Fund's  average  annual  total return by class over the
past one and five  years and since  inception  (through  12/31/1999),  including
applicable  sales  charges.  This table is  intended  to  provide  you with some
indication  of the risks of investing in the Fund by comparing  its  performance
with the Russell 2000 Index  (Russell  2000) and the Russell 2000 Value (Russell
2000   Value).    The   Russell    2000   Index   is   an    unmanaged    market
capitalization-weighted  index  measuring the  performance  of the 2000 smallest
companies in the Russell 3000 Index, representing approximately 10% of the total
market capitalization of the Russell 3000 Index. The Russell 2000 Value Index is
a  market  capitalization-weighted  index  measuring  the  performance  of those
Russell 2000  companies  with lower  price-to-book  ratios and lower  forecasted
growth  values.  An index does not include  transaction  costs  associated  with
buying and selling securities or any mutual fund expenses. It is not possible to
invest directly in an index.

Average Annual Total Return
(for the period ended 12/31/1999)*
                                                 Performance
           Inception   1 year   5 year   10 year   Since
         Date of Class                           10/1/1993
Class A    1/3/1995    -4.13%    12.68%   N/A     10.33%
Class B     1/3/1995   -5.02%    12.68%   N/A     10.53%
Class C    1/24/1995   -2.03%    12.90%   N/A     10.51%
Class Y    10/1/1993   0.99%     14.08%   N/A     11.43%
Russell 2000           21.26%    16.69%   N/A     13.26%
Russell 2000 Value     -1.49%    13.14%   N/A     10.61%

*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 are 0.25% for Class A and 1.00% for
Classes  B and C.  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          4.75%      None      None     None
 purchases (as a % of offering price)

Maximum deferred sales charge            None*      5.00%     2.00%    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)+
                                                    Total Fund
              Management   12b-1        Other        Operating
                 Fees        Fees      Expenses     Expenses++
Class A          0.90%      0.25%       0.43%          1.58%
Class B          0.90%      1.00%       0.43%          2.33%
Class C          0.90%      1.00%       0.43%          2.33%
Class Y          0.90%      0.00%       0.43%          1.33%

+ Estimated for the fiscal year ending 7/31/2001.
++ The Fund's  investment  advisor has agreed to waive its management fee and/or
reimburse  expenses for a period of two years beginning in July 2000 in order to
limit the Fund's Total Fund  Operating  Expenses to 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
reinvestment of all dividends and distributions. Your actual costs may be higher
or lower.

Example of Fund Expenses
             Assuming Redemption at End of Period     Assuming No
                                                      Redemption
               --------------------------------       ----------
After:       Class A Class B  Class C  Class Y     Class B   Class C

1 year       $628    $736     $436     $135        $236      $236

3 years      $950    $1,027   $727     $421        $727      $727

5 years      $1,295  $1,445   $1,245   $729        $1,245    $1,245

10 years     $2,264  $2,391   $2,666   $1,601      $2,391    $2,666

11   GROWTH AND INCOME FUNDS
<PAGE>

VALUE FUND

FUND FACTS:

Goals:
o        Long-Term Capital Growth
o        Current Income

Principal Investment:
o        Medium- and Large-Cap 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 Investment Management Company

Portfolio Manager:
o        Matthew D. Finn, CFA

NASDAQ Symbols:
o        EGVAX (Class A)
o        EGVBX (Class B)
o        EGVYX (Class Y)

Dividend Payment Schedule:
o        Quarterly


INVESTMENT GOAL

The Fund seeks  long-term  capital  growth  with  current  income as a secondary
objective.

INVESTMENT STRATEGY

The following  supplements the investment  strategies discussed in the "Overview
of Fund Risks" on page 2.

The Fund  invests  at least 75% of its  assets in  common  stocks of medium  and
large-cap U.S. companies (i.e., typically having a market capitalization of $1.5
billion and greater at the time of  investment)  that are, in the opinion of the
Fund's manager,  undervalued according to various financial measurements.  These
measurements   may  include  an  analysis  of  traditional   measures  such  as:
price-to-book,  price to earnings,  price to cash flow and price to sales ratios
versus  comparable  companies  and the present  value of  projected  future cash
flows. Such stocks are  theoretically  bought at a discount to their true value,
thus providing  growth  opportunity  with  potentially less downside risk. Value
stocks are chosen primarily for their price compared to their growth  potential,
with income as a secondary consideration.

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 2 under the headings:

o        Stock Market 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."

12    GROWTH AND INCOME FUNDS
<PAGE>
PERFORMANCE
The  following  tables  show  how the  Fund  has  performed  in the  past.  Past
performance is not an indication of future results.

The table below shows the percentage  gain or loss for the Class A shares of the
Fund in each of the last ten calendar  years.  It should give you a general idea
of the risks of  investing  in the Fund by showing how the Fund's  returns  have
varied from year-to-year.  This table 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 (%)
1990          1991       1992      1993     1994
-3.43         25.11       7.96      9.31     1.86

1995          1996       1997      1998     1999
31.81         18.92      25.73      9.51    4.46

Best Quarter: 1st Quarter 1991 +12.26%
Worst Quarter: 3rd Quarter 1990 -12.20%
Year-to-date total return through 9/30/2000 is +5.06%.

The next table lists the Fund's  average  annual  total return by class over the
past one, five and ten 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 by comparing  its  performance
with the Russell  1000 Value Index  (Russell  1000 Value) and S&P 500 Index (S&P
500). The Russell 1000 Value is a market capitalization-weighted index measuring
the  performance of the Russell 1000 companies with lower  price-to-book  ratios
and lower forecasted  growth values.  The S&P 500 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 or any mutual
fund expenses. It is not possible to invest directly in an index.

Average Annual Total Return
(for the period ended 12/31/1999)*
           Inception                              erformance
            Date of    1 year   5 year   10 year P  Since
             Class                                4/12/1985
Class A      4/12/1985  -0.49%   16.51%   12.05%   13.29%
Class B      2/2/1993   -0.84%   16.57%   12.06%   13.30%
Class C      9/2/1994   1.87%    16.80%   12.16%   13.37%
Class Y      1/3/1991   4.72%    17.95%   12.86%   13.85%
Russell 1000 Value      7.35%    23.07%   15.60%   16.51%
S&P 500                 21.04%   28.56%   18.21%   18.56%
*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 are 0.25% for Class A and 1.00% for
Classes  B and C.  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          4.75%      None      None     None
 purchases (as a % of offering price)

Maximum deferred sales charge            None*      5.00%     2.00%    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)+
                                                    Total Fund
              Management   12b-1        Other        Operating
                 Fees        Fees      Expenses      Expenses
Class A          0.43%      0.25%       0.35%          1.03%
Class B          0.43%      1.00%       0.35%          1.78%
Class C          0.43%      1.00%       0.34%          1.77%
Class Y          0.43%      0.00%       0.34%          0.77%

+Restated for the fiscal year ended 7/31/2000 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
reinvestment of all dividends and distributions. Your actual costs may be higher
or lower.

Example of Fund Expenses

                Assuming Redemption at End of        Assuming No
                           Period                    Redemption
              --------------------------------      ------------
   After:    Class A    Class B Class C  Class Y  Class B   Class C

1 year       $575       $681    $380     $79      $181      $180

3 years      $787       $860    $557     $246     $560      $557

5 years      $1,017     $1,164  $959     $428     $964      $959

10 years     $1,675     $1,804  $2,084   $954     $1,804    $2,084

13     GROWTH AND INCOME FUNDS
<PAGE>

THE FUNDS' INVESTMENT ADVISORS

An investment  advisor  manages a Fund's  investments  and  supervises its daily
business affairs. There is one investment advisor for the Funds included in this
prospectus.  All investment advisors for the Evergreen Funds are subsidiaries of
First Union  Corporation,  the sixth largest bank holding  company in the United
States, with over $242.76 billion in consolidated assets as of 10/31/2000. First
Union  Corporation  is located at 301 South  College  Street,  Charlotte,  North
Carolina 28288-0013.

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

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

EIMC  has been  managing  mutual  funds  and  private  accounts  since  1932 and
currently  manages over $12.4 billion in assets for 29 of the  Evergreen  Funds.
EIMC is located at 200 Berkeley Street, Boston, Massachusetts 02116-5034.

For the fiscal year ended  7/31/2000,  the  aggregate  advisory  fee paid to the
investment advisor by each Fund was as follows:

Fund                                    % of the Fund's
                                       average daily net
                                            assets*
Blue Chip Fund                                 0.48%
Equity Income Fund                          0.92%**
Growth and Income Fund                      0.85%**
Small Cap Value Fund                        0.95%**
Value Fund                                  0.46%**

*As of January 3, 2000, the Fund's contractual advisory fee was reduced in order
to offset an increase in each Fund's  administrative  services fees to an annual
rate of 0.10% of each Fund's average daily net assets.

**Effective November 1, 2000, the investment advisory contract for Equity Income
Fund,  Growth  and  Income  Fund,  Small  Cap  Value  Fund  and  Value  Fund was
transferred to EIMC. There were no changes in advisory fee rates. Each Fund will
pay EIMC an annual  contract  advisory fee based on the Fund's average daily net
assets.

THE FUNDS' PORTFOLIO MANAGERS

Blue Chip Fund

Judith A. Warners has managed the Fund since January 1995. Ms. Warners, Vice
President and portfolio manager since January, 1995, joined EIMC as an analyst
in 1981.

Equity Income Fund

Irene D. O'Neill,  CFA, is lead manager of the Fund. Philip M. Foreman,  CFA, is
co-manager of the Fund since May 2000. Ms. O'Neill has been a portfolio  manager
at EIMC since  November  2000.  From March 1988 until she joined EIMC, she was a
portfolio  manager at Evergreen Asset Management Corp.  (EAMC).  Mr. Foreman has
been a portfolio manager at EIMC since November 2000. From January 1999 until he
joined EIMC,  he was a portfolio  manager at EAMC.  From  November 1991 until he
joined EAMC, he was a portfolio  manager at Washington  Mutual  Advisors,  Inc.,
where he began as Vice  President and became  Senior Vice  President in November
1994.

Growth and Income Fund

Phillip M. Foreman, CFA and Irene D. O'Neill,  CFA, are co-managers of the Fund.
Mr. Foreman managed the Fund alone from January 1999 until joined by Ms. O'Neill
in  September  1999.  Mr.  Foreman  has been a  portfolio  manager at EIMC since
November  2000.  From  January  1999 until he joined  EIMC,  he was a  portfolio
manager at EAMC.  From  November  1991 until he joined EAMC,  he was a portfolio
manager at Washington  Mutual  Advisors,  Inc., where he began as Vice President
and became  Senior Vice  President  in  November  1994.  Ms.  O'Neill has been a
portfolio  manager at EIMC since November 2000. From March 1988 until she joined
EIMC, she was a portfolio manager at EAMC.

Small Cap Value Fund

Jordan Alexander,  CFA, has managed or co-managed the Fund since April 1999. Mr.
Alexander has been associated with EIMC since November 2000. From September 1998
until he joined EIMC, he was an assistant portfolio manager with EAMC. From 1995
to 1998,  Mr.  Alexander  was an  associate  healthcare  analyst at  PaineWebber
Incorporated.

14    GROWTH AND INCOME FUNDS
<PAGE>

Value Fund

Matthew D. Finn, CFA, has managed the Fund since March 1998. Mr. Finn has been
Chief Investment Officer of EIMC's Growth and Income Group since March 1998.
Previously, he was a portfolio manager with Advantus Capital Management, Inc.
from April 1994 to March 1998.

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 at 4 p.m.  Eastern
time or as of the time the Exchange closes, if earlier.  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  (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  offered in this
prospectus  offers four different  share classes:  Class A, Class B, Class C and
Class Y. Institutional  Service shares for Small Cap Value Fund are offered in a
separate prospectus. Each class except Institutional Service and 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.  The front-end sales charge is
deducted from your investment before it is invested. In addition, Class A shares
are subject to 12b-1 fees. 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 0.00%      0.00%      1.00 to 0.25%

Although no front-end  sales charge applies to purchases of $1 million and over,
you will pay a 1.00%  deferred sales charge if you redeem any such shares within
one year after the month of purchase.

15    GROWTH AND INCOME FUNDS
<PAGE>

Three ways you can reduce your Class A sales charges:
1.Rights  of  Accumulation.  You  may  add the  value  of all of  your  existing
  Evergreen Fund  investments in all share classes,  excluding  Evergreen  money
  market  funds,  to  determine  the initial  sales charge to be applied to your
  current Class A purchase.

2.Letter of Intent.  You may reduce the sales  charge on a current  purchase  if
  you agree to invest at least  $50,000 in Class A shares of an  Evergreen  Fund
  over a  13-month  period.  You will pay the same  sales  charge  as if you had
  invested the full amount all at one time. The Fund will hold a certain portion
  of your investment in escrow until your commitment is met.

3.Combined  Purchases.  You may reduce your initial sales charge if you purchase
  Class A shares in multiple Evergreen Funds,  excluding  Evergreen money market
  funds,  at the same time. The combined  dollar amount  invested will determine
  the  initial  sales  charge  applied  to all of your  current  purchases.  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%).

Contact  your  investment  professional  or the  Evergreen  Service  Company  at
1-800-343-2898 if you think you may qualify for any of these services.  For more
information on these  services see "Sales Charge Waivers and  Reductions" in the
SAI.

Each Fund may also sell Class A shares at net asset value without a front-end 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 expense,  known as 12b-1 fees. 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:


                                              Maximum Deferred
   Time Held                                     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                                        0.00%
     After 7 years                           Converts to Class A
    Dealer Allowance                                 4.00%


The  maximum  deferred  sales  charge and dealer  allowance  may be reduced  for
certain investors.  For further  information on how the deferred sales charge is
calculated at the time of redemption see "Calculating the Deferred Sales Charge"
below.

16  GROWTH AND INCOME FUNDS
<PAGE>

Class C
Like Class B shares you do not pay a front-end  sales  charge on Class C shares.
However,  you may pay a deferred  sales charge if you redeem your shares  within
two years  after the month of  purchase.  Also,  these  shares do not convert to
Class A shares and so the higher 12b-1 fees paid by the Class C shares  continue
for the life of the account.

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

   Time Held                                  Maximum Deferred
                                                 Sales Charge

Month of Purchase + First 12 Month Period          2.00%
Month of Purchase +  Second 12 Month Period        1.00%
Thereafter                                         0.00%
Dealer Allowance                                   2.00%
The  maximum  deferred  sales  charge and dealer  allowance  may be reduced  for
certain investors.  For further  information on how the deferred sales charge is
calculated at the time of redemption see "Calculating the Deferred Sales Charge"
below.

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 Systematic  withdrawals of up to 1.00% 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 a front-end  sales
charge,  deferred sales charge or 12b-1 fees. Class Y shares are only offered to
persons who owned Class Y shares of an Evergreen  Fund on or before  12/31/1994;
certain  institutional   investors;   and  investment  advisory  clients  of  an
investment   advisor  of  an  Evergreen  Fund  (or  the   investment   advisor's
affiliates).

Calculating the Deferred Sales Charge
If imposed,  the Fund  deducts the  deferred  sales  charge from the  redemption
proceeds you would otherwise receive.  The deferred sales charge is a percentage
of the lesser of (i) the net asset value of the shares at the time of redemption
or (ii) the  shareholder's  original net cost for such shares.  Upon request for
redemption,  to keep the deferred sales charge a shareholder  must pay 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 or its predecessor.

17    GROWTH AND INCOME FUNDS
<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>
<S>                  <C>                                                             <C>

Method               Opening an Account                                              Adding to an Account

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. Cash,             Evergreen Funds.
Professional                credit cards, third party checks, credit card checks     o   Write a note specifying:
                            or money orders will not be accepted.                           -   the Fund name
                     o      Mail the application and your check to the address              -   share class
                            below:                                                          -   your account number
                            Postal Service Address:      Overnight Address:                 -   the name(s) in which the account
                            Evergreen Service Company    Evergreen Service Company              is registered.
                            P.O. Box 2121                200 Berkeley Street         o    Mail to the address to the left
                            Boston, MA 02106-9970        Boston, MA 02116-5034            or deliver to your investment
                                                                                          professional.
                     o      Or deliver them to your investment professional
                            (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 and      o     Call the Evergreen Express Line
                            get wiring instructions (call before 12 noon if you            at 1-800-346-3858 24 hours a day or
                            want wired funds to be credited that day).                     to speak to an Evergreen professional
                     o      Instruct your bank to wire or transfer your purchase           call 1-800-343-2898 between 8 a.m. and
                            (they may charge a wiring fee).                                6 p.m. Eastern time, on any business day.
                     o      Complete the account application and mail to:            o     If your bank account is set up on
                            Postal Service Address:      Overnight Address:                file, you can request either:
                            Evergreen Service Company    Evergreen Service Company          -    Federal Funds Wire (offers
                            P.O. Box 2121                200 Berkeley Street                     immediate access to funds) or
                            Boston, MA 02106-9970        Boston, MA 02116-5034              -    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 Fund's account by
                            contacting your investment professional or calling
                            the Evergreen Express Line at 1-800-346-3858.**
                     o      You can only exchange shares within the same class
                            and accounts with the same registration.
                     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 no 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  "Exceptions:  Redemption
                            Requests That Require A Signature  Guarantee" on the
                            next page).

Systematic           o      You can transfer money automatically from your bank      o     To establish automatic investing
Investment Plan             account into your Fund on a monthly basis.                     for an existing account, call
(SIP)+               o      Initial investment minimum is $50 if you invest at             1-800-343-2898 for an application.
                            least $25 per month with this service.                   o     The minimum is $25 per month or
                     o      To enroll, check off the box on the account                    $75 per quarter.
                            application and provide:                                 o     You can also establish an
                            -   Your bank account information                              investing program through direct
                            -   The amount and date of your monthly investment.            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  and/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,  unless the account has been
subject to a previous sales charge.
+ Evergreen Investment Services,  Inc. (EIS) will fund a $50 initial investment
in Class A shares of the Evergreen Funds for employees of First Union
Corporation (First Union) and its affiliates when the employee  enrolls  in a
new  Evergreen  SIP and  agrees to subsequent  monthly investments of $50. EIS
will fund a $100 initial investment in Class A shares of the Evergreen Funds for
employees of First Union when the employee  enrolls in a new  Evergreen  SIP
through a CAP  account  and  agrees to  subsequent  monthly investments of $100.
To be eligible for either of these  offers,  the employee must open an account
with  First Union Securities, Inc. to execute the transactions. If the employee
redeems his/her shares within 12 months after the month of purchase, EIS
reserves the right to reclaim its $50 or $100 initial investment from the
redemption proceeds.

18   GROWTH AND INCOME FUNDS
<PAGE>

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 to speak to an Evergreen professional call
                      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  and/or  monitored for
                      your  protection.  We are not  responsible  for acting on
                      telephone orders we believe are genuine.
                  o   See  "Exceptions:  Redemption  Requests  That  Require  A
                      Signature Guarantee" below for requests that must be made
                      in writing with your signature guaranteed.

Write Us          o   You can mail a redemption request to:
                        Postal Service Address:       Overnight Address:
                        Evergreen Service Company     Evergreen Service Company
                        P.O. Box 2121                 200 Berkeley St.
                        Boston, MA  02106-9970        Boston, MA  02116-5034

                  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:  Redemption  Requests  That  Require  A
                      Signature  Guarantee"  below  for  requests  that must be
                      signature guaranteed.
                  o   To redeem from an IRA or other  retirement  account,  call
                      1-800-343-2898 for special instructions.

 Redeem  Your     o  You may also redeem  your shares through  participating
Shares in Person     broker-dealers  by  delivering a letter as 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
Withdrawal           account on a monthly or quarterly basis without redemption
Plan (SWP)           fees.
                  o  The withdrawal can be mailed to you, or deposited directly
                     into your bank account.
                  o  The minimum is $75 per month.
                  o  The maximum is 1.00% of your account per month or 3.00% per
                     quarter.
                  o  To enroll, call 1-800-343-2898 for instructions.

* 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 and/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.
** 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.

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, under certain circumstances,  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.
o   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)
    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 of Guarantee:
o        Commercial Bank
o        Trust Company
o        Savings Association
o        Credit Union
o        Member of a U.S. stock exchange

19    GROWTH AND INCOME FUNDS
<PAGE>

OTHER SERVICES

Evergreen Express Line
1-800-346-3858
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.

Reinstatement Privileges
Within 90 days of redemption, you may reestablish your investment at the current
NAV by reinvesting some, or all, of your redemption proceeds into the same share
class of any Evergreen  Fund. If a deferred  sales charge was deducted from your
redemption  proceeds,  the full  amount of the  deferred  sales  charge  will be
credited to your account and your  deferred  sales charge  schedule  will resume
from the time of the original redemption.

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:

o    Dividends. To the extent that regular dividends are derived from investment
     income 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 a
     quarterly  dividend  from the  dividends,  interest and other income on the
     securities in which it invests.

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.

20    GROWTH AND INCOME FUNDS
<PAGE>

We will  send you a  statement  each  January  with the  federal  tax  status of
dividends and distributions paid by the 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  gain or loss 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 Fund.

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  may be  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 Fund to the public.  The Fund
may use 12b-1 fees 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: i) your total
return in the Fund is  reduced in direct  proportion  to the fees;  ii)  expense
ratios can vary greatly  between  funds and fund  families,  from under 0.25% to
over  3.00%;  and iii) a Fund's  investment  advisor  may waive a portion of the
Fund's expenses for a period of time, reducing its expense ratio.

21    GROWTH AND INCOME FUNDS
<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
for each Fund have been derived from financial  information audited by KPMG LLP,
the Funds' independent auditors.  For a complete picture of the Fund's financial
statements,  please see the Funds'  Annual  Report as well as the  Statement  of
Additional Information.


                                   EVERGREEN
                                 Blue Chip Fund

<TABLE>
<CAPTION>
                                                    Year Ended July 31,
                                                 -------------------------
                                                  2000     1999   1998 (a)
<S>                                              <C>      <C>     <C>
CLASS A SHARES
Net asset value, beginning of period             $32.88   $30.42   $27.39
                                                 ======   ======   ======
Income from investment operations
Net investment income (loss)                      (0.03)    0.05     0.08
Net realized and unrealized gains on securities    4.34     4.82     3.01
                                                 ------   ------   ------
Total from investment operations                   4.31     4.87     3.09
                                                 ------   ------   ------
Distributions to shareholders from
Net investment income                                 0    (0.03)   (0.06)
Net realized gains                                (2.40)   (2.38)       0
                                                 ------   ------   ------
Total distributions                               (2.40)   (2.41)   (0.06)
                                                 ------   ------   ------
Net asset value, end of period                   $34.79   $32.88   $30.42
                                                 ======   ======   ======
Total return*                                     13.22%   17.29%   11.29%
Ratios and supplemental data
Net assets, end of period (millions)             $  467   $  382   $  285
Ratios to average net assets
 Expenses++                                        1.15%    1.20%    1.20%+
 Net investment income (loss)                     (0.04%)   0.19%    0.49%+
Portfolio turnover rate                             153%     111%     112%
</TABLE>

<TABLE>
<CAPTION>
                                                              Year Ended
                              Year Ended July 31,             August 31,
                           --------------------------   ----------------------
                            2000     1999    1998 (b)    1997    1996    1995
<S>                        <C>      <C>      <C>        <C>     <C>     <C>
CLASS B SHARES
Net asset value,
 beginning of period       $32.54   $30.35    $29.79    $25.05  $22.98  $23.21
                           ======   ======    ======    ======  ======  ======
Income from investment
 operations
Net investment income
 (loss)                     (0.14)   (0.05)    (0.12)     0.15    0.12    0.25
Net realized and
 unrealized gains on
 securities                  4.15     4.62      5.72      7.97    3.69    2.66
                           ------   ------    ------    ------  ------  ------
Total from investment
 operations                  4.01     4.57      5.60      8.12    3.81    2.91
                           ------   ------    ------    ------  ------  ------
Distributions to
 shareholders from
Net investment income           0        0     (0.08)    (0.20)  (0.76)  (0.36)
Net realized gains          (2.40)   (2.38)    (4.96)    (3.18)  (0.98)  (2.78)
                           ------   ------    ------    ------  ------  ------
Total distributions         (2.40)   (2.38)    (5.04)    (3.38)  (1.74)  (3.14)
                           ------   ------    ------    ------  ------  ------
Net asset value, end of
 period                    $34.15   $32.54    $30.35    $29.79  $25.05  $22.98
                           ======   ======    ======    ======  ======  ======
Total return*               12.40%   16.26%    20.89%    34.76%  17.31%  13.87%
Ratios and supplemental
 data
Net assets, end of period
 (millions)                $  477   $  255    $  118    $  313  $  225  $  199
Ratios to average net
 assets
 Expenses++                  1.90%    1.95%     1.68%+    1.57%   1.85%   1.75%
 Net investment income
  (loss)                    (0.79%)  (0.60%)   (0.02%)+   0.55%   0.52%   1.09%
Portfolio turnover rate       153%     111%      112%      109%    139%    115%
</TABLE>
(a) For the period from January 20, 1998 (commencement of class operations) to
    July 31, 1998.
(b) For the eleven months ended July 31, 1998. The Fund changed its fiscal year
    end from August 31 to July 31, effective July 31, 1998.
*   Excluding applicable sales charges.
+   Annualized.
++  Ratio of expenses to average net assets includes fee waivers and excludes
    expense reductions.

22    GROWTH AND INCOME FUNDS
<PAGE>


                                   EVERGREEN
                                 Blue Chip Fund

<TABLE>
<CAPTION>
                                                     Year Ended July 31,
                                                 ---------------------------
                                                  2000      1999    1998 (a)
<S>                                              <C>       <C>      <C>
CLASS C SHARES
Net asset value, beginning of period             $ 32.63   $30.40    $27.70
                                                 =======   ======    ======
Income from investment operations
Net investment income (loss)                       (0.04)   (0.11)        0
Net realized and unrealized gains on securities     4.05     4.72      2.72
                                                 -------   ------    ------
Total from investment operations                    4.01     4.61      2.72
                                                 -------   ------    ------
Distributions to shareholders from
Net investment income                                  0        0     (0.02)
Net realized gains                                 (2.40)   (2.38)        0
                                                 -------   ------    ------
Total distributions                                (2.40)   (2.38)    (0.02)
                                                 -------   ------    ------
Net asset value, end of period                   $ 34.24   $32.63    $30.40
                                                 =======   ======    ======
Total return*                                      12.37%   16.37%     9.80%
Ratios and supplemental data
Net assets, end of period (thousands)            $21,810   $2,969    $  780
Ratios to average net assets
 Expenses++                                         1.90%    1.95%     2.02%+
 Net investment loss                               (0.78%)  (0.67%)   (0.27%)+
Portfolio turnover rate                              153%     111%      112%
</TABLE>

<TABLE>
<CAPTION>
                                                    Year Ended
                                                     July 31,
                                                 -----------------
                                                  2000    1999 (b)
<S>                                              <C>      <C>
CLASS Y SHARES
Net asset value, beginning of period             $ 32.62   $32.30
                                                 =======   ======
Income from investment operations
Net investment income                               0.04        0
Net realized and unrealized gains on securities     4.33     0.32
                                                 -------   ------
Total from investment operations                    4.37     0.32
                                                 -------   ------
Distributions to shareholders from
Net realized gains                                 (2.40)       0
                                                 -------   ------
Total distributions                                (2.40)       0
                                                 -------   ------
Net asset value, end of period                   $ 34.59   $32.62
                                                 =======   ======
Total return                                       13.53%    0.99%
Ratios and supplemental data
Net assets, end of period (thousands)            $15,967   $  789
Ratios to average net assets
 Expenses++                                         0.90%    0.95%+
 Net investment income                              0.22%    0.08%+
Portfolio turnover rate                              153%     111%
</TABLE>
(a) For the period from January 22, 1998 (commencement of class operations) to
    July 31, 1998.
(b) For the period from April 30, 1999 (commencement of class operations) to
    July 31, 1999.
*   Excluding applicable sales charges.
+   Annualized.
++  Ratio of expenses to average net assets includes fee waivers and excludes
    expense reductions.

23    GROWTH AND INCOME FUNDS

<PAGE>


                                   EVERGREEN                      (formerly,
                               Equity Income Fund                 Evergreen
                                                                  Income and
                                                                  Growth Fund)

<TABLE>
<CAPTION>
                                                                     Year Ended
                                   Year Ended July 31,              January 31,
                         ---------------------------------------  ----------------
                           2000     1999 #    1998    1997 (a) #   1997     1996
<S>                      <C>       <C>       <C>      <C>         <C>      <C>
CLASS A SHARES
Net asset value,
 beginning of period     $  22.57  $  23.19  $ 23.94   $ 21.79    $ 20.15  $ 17.28
                         ========  ========  =======   =======    =======  =======
Income from investment
 operations
Net investment income        0.98      0.94     1.05      0.52       1.02     1.01
Net realized and
 unrealized gains or
 losses on securities
 and foreign currency
 related transactions       (0.82)     1.50     0.81      2.15       1.67     2.94
                         --------  --------  -------   -------    -------  -------
Total from investment
 operations                  0.16      2.44     1.86      2.67       2.69     3.95
                         --------  --------  -------   -------    -------  -------
Distributions to
 shareholders from
Net investment income       (1.01)    (0.93)   (1.02)    (0.52)     (1.05)   (1.08)
Net realized gains          (0.86)    (2.13)   (1.59)        0          0        0
                         --------  --------  -------   -------    -------  -------
Total distributions         (1.87)    (3.06)   (2.61)    (0.52)     (1.05)   (1.08)
                         --------  --------  -------   -------    -------  -------
Net asset value, end of
 period                  $  20.86  $  22.57  $ 23.19   $ 23.94    $ 21.79  $ 20.15
                         ========  ========  =======   =======    =======  =======
Total return*                0.74%    12.14%    7.93%    12.45%     13.80%   23.40%
Ratios and supplemental
 data
Net assets, end of
 period (thousands)      $ 62,692  $ 35,714  $15,005   $11,955    $ 9,678  $ 4,412
Ratios to average net
 assets
 Expenses++                  1.49%     1.46%    1.50%     1.45%+     1.44%    1.36%
 Net investment income       4.13%     4.39%    4.20%     4.69%+     4.93%    5.39%
Portfolio turnover rate       115%      124%     133%       72%       168%     138%

<CAPTION>
                                                                     Year Ended
                                   Year Ended July 31,              January 31,
                         ---------------------------------------  ----------------
                           2000     1999 #    1998    1997 (a) #   1997     1996
<S>                      <C>       <C>       <C>      <C>         <C>      <C>
CLASS B SHARES
Net asset value,
 beginning of period     $  22.38  $  23.04  $ 23.81   $ 21.69    $ 20.08  $ 17.28
                         ========  ========  =======   =======    =======  =======
Income from investment
 operations
Net investment income        0.73      0.76     0.86      0.43       0.89     0.91
Net realized and
 unrealized gains or
 losses on securities
 and foreign currency
 related transactions       (0.73)     1.51     0.81      2.15       1.64     2.87
                         --------  --------  -------   -------    -------  -------
Total from investment
 operations                  0.00      2.27     1.67      2.58       2.53     3.78
                         --------  --------  -------   -------    -------  -------
Distributions to
 shareholders from
Net investment income       (0.84)    (0.80)   (0.85)    (0.46)     (0.92)   (0.98)
Net realized gains          (0.86)    (2.13)   (1.59)        0          0        0
                         --------  --------  -------   -------    -------  -------
Total distributions         (1.70)    (2.93)   (2.44)    (0.46)     (0.92)   (0.98)
                         --------  --------  -------   -------    -------  -------
Net asset value, end of
 period                  $  20.68  $  22.38  $ 23.04   $ 23.81    $ 21.69  $ 20.08
                         ========  ========  =======   =======    =======  =======
Total return*                0.00%    11.34%    7.13%    12.06%     13.00%   22.40%
Ratios and supplemental
 data
Net assets, end of
 period (thousands)      $177,968  $185,177  $54,544   $43,977    $35,323  $14,750
Ratios to average net
 assets
 Expenses++                  2.24%     2.21%    2.25%     2.20%+     2.19%    2.11%
 Net investment income       3.28%     3.61%    3.46%     3.94%+     4.17%    4.69%
Portfolio turnover rate       115%      124%     133%       72%       168%     138%
</TABLE>
(a) For the six months ended July 31, 1997. The Fund changed its fiscal year
    end from January 31 to July 31, effective July 31, 1997.
*   Excluding applicable sales charges.
+   Annualized.
++  Ratio of expenses to average net assets includes fee waivers and excludes
    expense reductions.
#   Net investment income is based on average shares outstanding during the pe-
    riod.

24    GROWTH AND INCOME FUNDS
<PAGE>


                                   EVERGREEN                      (formerly,
                               Equity Income Fund                 Evergreen
                                                                  Income and
                                                                  Growth Fund)

<TABLE>
<CAPTION>
                                                                  Year Ended
                                     Year Ended July 31,         January 31,
                             ---------------------------------- --------------
                              2000   1999 #   1998   1997 (a) #  1997    1996
<S>                          <C>     <C>     <C>     <C>        <C>     <C>
CLASS C SHARES
Net asset value, beginning
 of period                   $22.38  $23.04  $23.81    $21.69   $20.08  $17.27
                             ======  ======  ======    ======   ======  ======
Income from investment
 operations
Net investment income          0.88    0.76    0.87      0.44     0.87    0.90
Net realized and unrealized
 gains or losses on
 securities and foreign
 currency related
 transactions                 (0.88)   1.51    0.80      2.14     1.66    2.89
                             ------  ------  ------    ------   ------  ------
Total from investment
 operations                    0.00    2.27    1.67      2.58     2.53    3.79
                             ------  ------  ------    ------   ------  ------
Distributions to
 shareholders from
Net investment income         (0.84)  (0.80)  (0.85)    (0.46)   (0.92)  (0.98)
Net realized gains            (0.86)  (2.13)  (1.59)        0        0       0
                             ------  ------  ------    ------   ------  ------
Total distributions           (1.70)  (2.93)  (2.44)    (0.46)   (0.92)  (0.98)
                             ------  ------  ------    ------   ------  ------
Net asset value, end of
 period                      $20.68  $22.38  $23.04    $23.81   $21.69  $20.08
                             ======  ======  ======    ======   ======  ======
Total return*                  0.00%  11.34%   7.13%    12.06%   12.90%  22.40%
Ratios and supplemental
 data
Net assets, end of period
 (thousands)                 $9,112  $2,502  $1,259    $  950   $  982  $  523
Ratios to average net
 assets
 Expenses++                    2.25%   2.21%   2.25%     2.20%+   2.19%   2.11%
 Net investment income         3.43%   3.60%   3.48%     4.06%+   4.15%   4.67%
Portfolio turnover rate         115%    124%    133%       72%     168%    138%
</TABLE>

<TABLE>
<CAPTION>
                                                                  Year Ended
                                     Year Ended July 31,         January 31,
                             ---------------------------------- --------------
                              2000   1999 #   1998   1997 (a) #  1997    1996
<S>                          <C>     <C>     <C>     <C>        <C>     <C>
CLASS Y SHARES
Net asset value, beginning
 of period                   $22.58  $23.22  $23.98    $21.81   $20.16  $17.28
                             ======  ======  ======    ======   ======  ======
Income from investment
 operations
Net investment income          0.94    0.99    1.02      0.55     1.08    1.10
Net realized and unrealized
 gains or losses on
 securities and foreign
 currency related
 transactions                 (0.72)   1.52    0.89      2.16     1.66    2.87
                             ------  ------  ------    ------   ------  ------
Total from investment
 operations                    0.22    2.51    1.91      2.71     2.74    3.97
                             ------  ------  ------    ------   ------  ------
Distributions to
 shareholders from
Net investment income         (1.07)  (1.02)  (1.08)    (0.54)   (1.09)  (1.09)
Net realized gains            (0.86)  (2.13)  (1.59)        0        0       0
                             ------  ------  ------    ------   ------  ------
Total distributions           (1.93)  (3.15)  (2.67)    (0.54)   (1.09)  (1.09)
                             ------  ------  ------    ------   ------  ------
Net asset value, end of
 period                      $20.87  $22.58  $23.22    $23.98   $21.81  $20.16
                             ======  ======  ======    ======   ======  ======
Total return                   1.00%  12.46%   8.16%    12.65%   14.10%  23.50%
Ratios and supplemental
 data
Net assets, end of period
 (millions)                  $  733  $  847  $  880    $  900   $  858  $  914
Ratios to average net
 assets
 Expenses++                    1.23%   1.21%   1.25%     1.20%+   1.18%   1.19%
 Net investment income         4.29%   4.61%   4.46%     4.97%+   5.14%   5.70%
Portfolio turnover rate         115%    124%    133%       72%     168%    138%
</TABLE>
(a) For the six months ended July 31, 1997. The Fund changed its fiscal year
    end from January 31 to July 31, effective July 31, 1997.
*   Excluding applicable sales charges.
+   Annualized.
++  Ratio of expenses to average net assets includes fee waivers and excludes
    expense reductions.
#   Net investment income is based on average shares outstanding during the pe-
    riod.

  25    GROWTH AND INCOME FUNDS
<PAGE>


                                   EVERGREEN
                             Growth and Income Fund

<TABLE>
<CAPTION>
                                                                 Year Ended
                                  Year Ended July 31,           December 31,
                           ---------------------------------  ----------------
                            2000     1999    1998   1997 (b)   1996   1995 (a)
<S>                        <C>      <C>     <C>     <C>       <C>     <C>
CLASS A SHARES
Net asset value,
 beginning of period       $29.56   $29.14  $27.26   $22.53   $18.63   $14.48
                           ======   ======  ======   ======   ======   ======
Income from investment
 operations
Net investment income
 (loss)                     (0.09)    0.10    0.16     0.08     0.12     0.13
Net realized and
 unrealized gains on
 securities and foreign
 currency related
 transactions                1.85     1.16    2.86     4.72     4.26     4.64
                           ------   ------  ------   ------   ------   ------
Total from investment
 operations                  1.76     1.26    3.02     4.80     4.38     4.77
                           ------   ------  ------   ------   ------   ------
Distributions to
 shareholders from
Net investment income           0    (0.06)  (0.13)   (0.07)   (0.13)   (0.14)
Net realized gains          (0.60)   (0.78)  (1.01)       0    (0.35)   (0.48)
                           ------   ------  ------   ------   ------   ------
Total distributions         (0.60)   (0.84)  (1.14)   (0.07)   (0.48)   (0.62)
                           ------   ------  ------   ------   ------   ------
Net asset value, end of
 period                    $30.72   $29.56  $29.14   $27.26   $22.53   $18.63
                           ======   ======  ======   ======   ======   ======
Total return*                6.01%    4.48%  11.26%   21.33%   23.50%   33.00%
Ratios and supplemental
 data
Net assets, end of period
 (millions)                $  207   $  250  $  296   $  166   $   85   $   19
Ratios to average net
 assets
 Expenses++                  1.47%    1.43%   1.46%    1.47%+   1.41%    1.55%+
 Net investment income
  (loss)                    (0.28%)   0.33%   0.61%    0.57%+   0.70%    0.99%+
Portfolio turnover rate        61%      39%     20%       6%      14%      17%
</TABLE>

<TABLE>
<CAPTION>
                                                                  Year Ended
                                Year Ended July 31,              December 31,
                         -----------------------------------   -----------------
                          2000     1999     1998    1997 (b)    1996    1995 (a)
<S>                      <C>      <C>      <C>      <C>        <C>      <C>
CLASS B SHARES
Net asset value,
 beginning of period     $29.14   $28.88   $27.10    $22.43    $18.59    $14.48
                         ======   ======   ======    ======    ======    ======
Income from investment
 operations
Net investment income
 (loss)                   (0.35)   (0.14)   (0.02)    (0.02)        0      0.05
Net realized and
 unrealized gains on
 securities and foreign
 currency related
 transactions              1.86     1.18     2.81      4.69      4.20      4.61
                         ------   ------   ------    ------    ------    ------
Total from investment
 operations                1.51     1.04     2.79      4.67      4.20      4.66
                         ------   ------   ------    ------    ------    ------
Distributions to
 shareholders from
Net investment income         0        0        0         0     (0.01)    (0.07)
Net realized gains        (0.60)   (0.78)   (1.01)        0     (0.35)    (0.48)
                         ------   ------   ------    ------    ------    ------
Total distributions       (0.60)   (0.78)   (1.01)        0     (0.36)    (0.55)
                         ------   ------   ------    ------    ------    ------
Net asset value, end of
 period                  $30.05   $29.14   $28.88    $27.10    $22.43    $18.59
                         ======   ======   ======    ======    ======    ======
Total return*              5.23%    3.73%   10.44%    20.82%    22.60%    32.20%
Ratios and supplemental
 data
Net assets, end of
 period (millions)       $  706   $  891   $1,000    $  542    $  245    $   46
Ratios to average net
 assets
 Expenses++                2.22%    2.18%    2.21%     2.25%+    2.17%     2.24%+
 Net investment income
  (loss)                  (1.03%)  (0.43%)  (0.14%)   (0.19%)+  (0.06%)    0.30%+
Portfolio turnover rate      61%      39%      20%        6%       14%       17%
</TABLE>
(a) For the period from January 3, 1995 (commencement of class operations) to
    December 31, 1995.
(b) For the seven months ended July 31, 1997. The Fund changed its fiscal year
    end from December 31 to July 31, effective July 31, 1997.
*   Excluding applicable sales charges.
+   Annualized.
++  Ratio of expenses to average net assets includes fee waivers and excludes
    expense reductions.

26    GROWTH AND INCOME FUNDS
<PAGE>


                                   EVERGREEN
                             Growth and Income Fund

<TABLE>
<CAPTION>
                                                                  Year Ended
                                Year Ended July 31,              December 31,
                         -----------------------------------   -----------------
                          2000     1999     1998    1997 (b)    1996    1995 (a)
<S>                      <C>      <C>      <C>      <C>        <C>      <C>
CLASS C SHARES
Net asset value,
 beginning of period     $29.14   $28.89   $27.10    $22.43    $18.58    $14.48
                         ======   ======   ======    ======    ======    ======
Income from investment
 operations
Net investment income
 (loss)                   (0.36)   (0.16)   (0.02)    (0.02)        0      0.06
Net realized and
 unrealized gains on
 securities and foreign
 currency related
 transactions              1.87     1.19     2.82      4.69      4.21      4.60
                         ------   ------   ------    ------    ------    ------
Total from investment
 operations                1.51     1.03     2.80      4.67      4.21      4.66
                         ------   ------   ------    ------    ------    ------
Distributions to
 shareholders from
Net investment income         0        0        0         0     (0.01)    (0.08)
Net realized gains        (0.60)   (0.78)   (1.01)        0     (0.35)    (0.48)
                         ------   ------   ------    ------    ------    ------
Total distributions       (0.60)   (0.78)   (1.10)        0     (0.36)    (0.56)
                         ------   ------   ------    ------    ------    ------
Net asset value, end of
 period                  $30.05   $29.14   $28.89    $27.10    $22.43    $18.58
                         ======   ======   ======    ======    ======    ======
Total return*              5.23%    3.69%   10.47%    20.82%    22.60%    32.20%
Ratios and supplemental
 data
Net assets, end of
 period (millions)       $   26   $   37   $   50    $   24    $   10    $   20
Ratios to average net
 assets
 Expenses++                2.21%    2.18%    2.21%     2.25%+    2.17%     2.15%+
 Net investment income
  (loss)                  (1.02%)  (0.42%)  (0.13%)   (0.19%)+  (0.06%)    0.35%+
Portfolio turnover rate      61%      39%      20%        6%       14%       17%

<CAPTION>
                                                                  Year Ended
                                Year Ended July 31,              December 31,
                         -----------------------------------   -----------------
                          2000     1999     1998    1997 (b)    1996      1995
<S>                      <C>      <C>      <C>      <C>        <C>      <C>
CLASS Y SHARES
Net asset value,
 beginning of period     $29.65   $29.19   $27.29    $22.55    $18.64    $14.52
                         ======   ======   ======    ======    ======    ======
Income from investment
 operations
Net investment income
 (loss)                   (0.01)    0.19     0.24      0.11      0.18      0.18
Net realized and
 unrealized gains on
 securities and foreign
 currency related
 transactions              1.86     1.15     2.87      4.73      4.25      4.59
                         ------   ------   ------    ------    ------    ------
Total from investment
 operations                1.85     1.34     3.11      4.84      4.43      4.77
                         ------   ------   ------    ------    ------    ------
Distributions to
 shareholders from
Net investment income         0    (0.10)   (0.20)    (0.10)    (0.17)    (0.17)
Net realized gains        (0.60)   (0.78)   (1.01)        0     (0.35)    (0.48)
                         ------   ------   ------    ------    ------    ------
Total distributions       (0.60)   (0.88)   (1.21)    (0.10)    (0.52)    (0.65)
                         ------   ------   ------    ------    ------    ------
Net asset value, end of
 period                  $30.90   $29.65   $29.19    $27.29    $22.55    $18.64
                         ======   ======   ======    ======    ======    ======
Total return               6.30%    4.75%   11.56%    21.52%    23.80%    32.90%
Ratios and supplemental
 data
Net assets, end of
 period (millions)       $  484   $  634   $  801    $  616    $  442    $  141
Ratios to average net
 assets
 Expenses++                1.22%    1.18%    1.20%     1.21%+    1.16%     1.27%
 Net investment income
  (loss)                  (0.03%)   0.57%    0.86%     0.82%+    0.93%     1.11%
Portfolio turnover rate      61%      39%      20%        6%       14%       17%
</TABLE>
(a) For the period from January 3, 1995 (commencement of class operations) to
    December 31, 1995.
(b) For the seven months ended July 31, 1997. The Fund changed its fiscal year
    end from December 31 to July 31, effective July 31, 1997.
*   Excluding applicable sales charges.
+   Annualized.
++  Ratio of expenses to average net assets includes fee waivers and excludes
    expense reductions.


27    GROWTH AND INCOME FUNDS
<PAGE>


                                   EVERGREEN
                              Small Cap Value Fund

<TABLE>
<CAPTION>
                                                                     Year Ended
                                   Year Ended July 31               December 31,
                         ---------------------------------------- ----------------
                          2000       1999      1998    1997 (b) #  1996   1995 (a)
<S>                      <C>       <C>       <C>       <C>        <C>     <C>
CLASS A SHARES
Net asset value,
 beginning of period     $ 15.57    $ 15.75   $ 15.69    $13.10   $11.57   $ 9.64
                         =======   ========  ========    ======   ======   ======
Income from investment
 operations
Net investment income       0.05       0.26      0.29      0.14     0.34     0.34
Net realized and
 unrealized gains or
 losses on securities      (0.18)      0.04      0.24      2.59     2.13     2.45
                         -------   --------  --------    ------   ------   ------
Total from investment
 operations                (0.13)      0.30      0.53      2.73     2.47     2.79
                         -------   --------  --------    ------   ------   ------
Distributions to
 shareholders from
Net investment income      (0.04)     (0.30)    (0.28)    (0.13)   (0.34)   (0.37)
Net realized gains             0      (0.18)    (0.19)    (0.01)   (0.60)   (0.49)
                         -------   --------  --------    ------   ------   ------
Total distributions        (0.04)     (0.48)    (0.47)    (0.14)   (0.94)   (0.86)
                         -------   --------  --------    ------   ------   ------
Net asset value, end of
 period                  $ 15.40    $ 15.57   $ 15.75    $15.69   $13.10   $11.57
                         =======   ========  ========    ======   ======   ======
Total return*              (0.85%)     2.17%     3.24%    20.99%   22.00%   29.50%
Ratios and supplemental
 data
Net assets, end of
 period (thousands)      $48,166    $59,451   $54,142    $4,239   $  336   $  216
Ratios to average net
 assets
 Expenses++                 1.76%      1.67%     1.68%     1.71%+   1.75%    1.75%+
 Net investment income      0.41%      1.85%     1.95%     1.88%+   3.08%    3.39%+
Portfolio turnover rate      138%        54%       18%       13%      50%      48%

<CAPTION>
                                                                     Year Ended
                                   Year Ended July 31,              December 31,
                         ---------------------------------------- ----------------
                          2000       1999      1998    1997 (b) #  1996   1995 (a)
<S>                      <C>       <C>       <C>       <C>        <C>     <C>
CLASS B SHARES
Net asset value,
 beginning of period     $ 15.48   $  15.67  $  15.64    $13.09   $11.57   $ 9.64
                         =======   ========  ========    ======   ======   ======
Income from investment
 operations
Net investment income
 (loss)                    (0.07)      0.16      0.19      0.08     0.27     0.28
Net realized and
 unrealized gains or
 losses on securities      (0.17)      0.02      0.22      2.57     2.11     2.43
                         -------   --------  --------    ------   ------   ------
Total from investment
 operations                (0.24)      0.18      0.41      2.65     2.38     2.71
                         -------   --------  --------    ------   ------   ------
Distributions to
 shareholders from
Net investment income      (0.01)     (0.19)    (0.19)    (0.09)   (0.26)   (0.29)
Net realized gains             0      (0.18)    (0.19)    (0.01)   (0.60)   (0.49)
                         -------   --------  --------    ------   ------   ------
Total distributions        (0.01)     (0.37)    (0.38)    (0.10)   (0.86)   (0.78)
                         -------   --------  --------    ------   ------   ------
Net asset value, end of
 period                  $ 15.23   $  15.48  $  15.67    $15.64   $13.09   $11.57
                         =======   ========  ========    ======   ======   ======
Total return*              (1.55%)     1.35%     2.49%    20.37%   21.10%   28.70%
Ratios and supplemental
 data
Net assets, end of
 period (thousands)      $69,450   $110,809  $130,191    $9,462   $  692   $  266
Ratios to average net
 assets
 Expenses++                 2.51%      2.42%     2.43%     2.46%+   2.50%    2.50%+
 Net investment income
  (loss)                   (0.32%)     1.15%     1.20%     1.12%+   2.39%    2.67%+
Portfolio turnover rate      138%        54%       18%       13%      50%      48%
</TABLE>
(a) For the period from January 3, 1995 (commencement of class operations) to
    December 31, 1995.
(b) For the seven months ended July 31, 1997. The Fund changed its fiscal year
    end from December 31 to July 31, effective July 31, 1997.
*   Excluding applicable sales charges.
+   Annualized.
++  Ratio of expenses to average net assets includes fee waivers and excludes
    expense reductions.
#   Net investment income is based on average shares outstanding during the pe-
    riod.

28    GROWTH AND INCOME FUNDS
<PAGE>


                                   EVERGREEN
                              Small Cap Value Fund

<TABLE>
<CAPTION>
                                                                   Year Ended
                                  Year Ended July 31,             December 31,
                         -------------------------------------- ----------------
                          2000      1999     1998    1997 (b) #  1996   1995 (a)
<S>                      <C>       <C>      <C>      <C>        <C>     <C>
CLASS C SHARES
Net asset value,
 beginning of period     $ 15.46   $ 15.66  $ 15.63    $13.09   $11.56   $ 9.74
                         =======   =======  =======    ======   ======   ======
Income from investment
 operations
Net investment income
 (loss)                    (0.08)     0.16     0.19      0.10     0.28     0.28
Net realized and
 unrealized gains or
 losses on securities      (0.17)     0.01     0.22      2.54     2.10     2.33
                         -------   -------  -------    ------   ------   ------
Total from investment
 operations                (0.25)     0.17     0.41      2.64     2.38     2.61
                         -------   -------  -------    ------   ------   ------
Distributions to
 shareholders from
Net investment income      (0.01)    (0.19)   (0.19)    (0.09)   (0.25)   (0.30)
Net realized gains             0     (0.18)   (0.19)    (0.01)   (0.60)   (0.49)
                         -------   -------  -------    ------   ------   ------
Total distributions        (0.01)    (0.37)   (0.38)    (0.10)   (0.85)   (0.79)
                         -------   -------  -------    ------   ------   ------
Net asset value, end of
 period                  $ 15.20   $ 15.46  $ 15.66    $15.63   $13.09   $11.56
                         =======   =======  =======    ======   ======   ======
Total return*              (1.62%)    1.28%    2.49%    20.30%   21.10%   27.30%
Ratios and supplemental
 data
Net assets, end of
 period (thousands)      $12,637   $22,842  $26,197    $2,770   $   56   $   24
Ratios to average net
 assets
 Expenses++                 2.50%     2.42%    2.43%     2.45%+   2.50%    2.50%+
 Net investment income
  (loss)                   (0.29%)    1.15%    1.20%     1.20%+   2.33%    2.63%+
Portfolio turnover rate      138%       54%      18%       13%      50%      48%
</TABLE>

<TABLE>
<CAPTION>
                                                                   Year Ended
                                  Year Ended July 31,             December 31,
                         --------------------------------------  --------------
                          2000      1999     1998    1997 (b) #   1996    1995
<S>                      <C>       <C>      <C>      <C>         <C>     <C>
CLASS Y SHARES
Net asset value,
 beginning of period     $ 15.57   $ 15.77  $ 15.71   $ 13.12    $11.58  $ 9.70
                         =======   =======  =======   =======    ======  ======
Income from investment
 operations
Net investment income       0.05      0.33     0.34      0.19      0.38    0.38
Net realized and
 unrealized gains or
 losses on securities      (0.14)    (0.02)    0.24      2.56      2.13    2.38
                         -------   -------  -------   -------    ------  ------
Total from investment
 operations                (0.09)     0.31     0.58      2.75      2.51    2.76
                         -------   -------  -------   -------    ------  ------
Distributions to
 shareholders from
Net investment income      (0.05)    (0.33)   (0.33)    (0.15)    (0.37)  (0.38)
Net realized gains             0     (0.18)   (0.19)    (0.01)    (0.60)  (0.50)
                         -------   -------  -------   -------    ------  ------
Total distributions        (0.05)    (0.51)   (0.52)    (0.16)    (0.97)  (0.88)
                         -------   -------  -------   -------    ------  ------
Net asset value, end of
 period                  $ 15.43   $ 15.57  $ 15.77   $ 15.71    $13.12  $11.58
                         =======   =======  =======   =======    ======  ======
Total return               (0.59%)    2.31%    3.57%    21.09%    22.40%  29.10%
Ratios and supplemental
 data
Net assets, end of
 period (thousands)      $92,921   $56,903  $96,556   $42,374    $8,592  $4,806
Ratios to average net
 assets
 Expenses++                 1.50%     1.42%    1.39%     1.39%+    1.50%   1.50%
 Net investment income      0.70%     2.19%    2.23%     2.39%+    3.36%   3.56%
Portfolio turnover rate      138%       54%      18%       13%       50%     48%
</TABLE>
(a) For the period from January 24, 1995 (commencement of class operations) to
    December 31, 1995.
(b) For the seven months ended July 31, 1997. The Fund changed its fiscal year
    end from December 31 to July 31, effective July 31, 1997.
*   Excluding applicable sales charges.
+   Annualized.
++  Ratio of expenses to average net assets includes fee waivers and excludes
    expense reductions.
#   Net investment income is based on average shares outstanding during the pe-
    riod.

29    GROWTH AND INCOME FUNDS
<PAGE>


                                   EVERGREEN
                                   Value Fund

<TABLE>
<CAPTION>
                                                                  Year Ended
                                    Year Ended July 31,          December 31,
                             ---------------------------------  --------------
                              2000     1999    1998   1997 (a)   1996    1995
<S>                          <C>      <C>     <C>     <C>       <C>     <C>
CLASS A SHARES
Net asset value, beginning
 of period                   $24.86   $22.23  $24.64   $20.57   $20.45  $16.62
                             ======   ======  ======   ======   ======  ======
Income from investment
 operations
Net investment income          0.20     0.21    0.26     0.21     0.38    0.55
Net realized and unrealized
 gains or losses on
 securities                   (1.08)    2.76    2.00     4.05     3.49    4.69
                             ------   ------  ------   ------   ------  ------
Total from investment
 operations                   (0.88)    2.97    2.26     4.26     3.87    5.24
                             ------   ------  ------   ------   ------  ------
Distributions to
 shareholders from
Net investment income         (0.19)   (0.21)  (0.29)   (0.19)   (0.41)  (0.51)
Net realized gains            (3.11)   (0.13)  (4.38)       0    (3.34)  (0.90)
                             ------   ------  ------   ------   ------  ------
Total distributions           (3.30)   (0.34)  (4.67)   (0.19)   (3.75)  (1.41)
                             ------   ------  ------   ------   ------  ------
Net asset value, end of
 period                      $20.68   $24.86  $22.23   $24.64   $20.57  $20.45
                             ======   ======  ======   ======   ======  ======
Total return*                 (3.78%)  13.48%   9.55%   20.78%   18.90%  31.80%
Ratios and supplemental
 data
Net assets, end of period
 (millions)                  $  380   $  464  $  476   $  392   $  328  $  292
Ratios to average net
 assets
 Expenses++                    1.03%    1.00%   1.01%    0.92%+   0.91%   0.90%
 Net investment income         0.91%    0.93%   1.04%    1.66%+   1.77%   2.78%
Portfolio turnover rate          83%     110%     69%       6%      91%     53%
</TABLE>

<TABLE>
<CAPTION>
                                                                  Year Ended
                                    Year Ended July 31,          December 31,
                             ---------------------------------  --------------
                              2000     1999    1998   1997 (a)   1996    1995
<S>                          <C>      <C>     <C>     <C>       <C>     <C>
CLASS B SHARES
Net asset value, beginning
 of period                   $24.81   $22.20  $24.63   $20.58   $20.45  $16.62
                             ======   ======  ======   ======   ======  ======
Income from investment
 operations
Net investment income          0.02     0.04    0.08     0.12     0.22    0.39
Net realized and unrealized
 gains or losses on
 securities                   (1.06)    2.75    1.99     4.03     3.50    4.70
                             ------   ------  ------   ------   ------  ------
Total from investment
 operations                   (1.04)    2.79    2.07     4.15     3.72    5.09
                             ------   ------  ------   ------   ------  ------
Distributions to
 shareholders from
Net investment income         (0.04)   (0.05)  (0.12)   (0.10)   (0.25)  (0.36)
Net realized gains            (3.11)   (0.13)  (4.38)       0    (3.34)  (0.90)
                             ------   ------  ------   ------   ------  ------
Total distributions           (3.15)   (0.18)  (4.50)   (0.10)   (3.59)  (1.26)
                             ------   ------  ------   ------   ------  ------
Net asset value, end of
 period                      $20.62   $24.81  $22.20   $24.63   $20.58  $20.45
                             ======   ======  ======   ======   ======  ======
Total return*                 (4.51%)  12.65%   8.73%   20.23%   18.10%  30.90%
Ratios and supplemental
 data
Net assets, end of period
 (millions)                  $  206   $  332  $  326   $  276   $  197  $  141
Ratios to average net
 assets
 Expenses++                    1.78%    1.75%   1.76%    1.67%+   1.66%   1.65%
 Net investment income         0.15%    0.18%   0.30%    0.92%+   1.01%   2.04%
Portfolio turnover rate          83%     110%     69%       6%      91%     53%
</TABLE>
(a) For the seven months ended July 31, 1997. The Fund changed its fiscal year
    end from December 31 to July 31, effective July 31, 1997.
*   Excluding applicable sales charges.
+   Annualized.
++  Ratio of expenses to average net assets includes fee waivers and excludes
    expense reductions.

30    GROWTH AND INCOME FUNDS
<PAGE>


                                   EVERGREEN
                                   Value Fund

<TABLE>
<CAPTION>
                                                                  Year Ended
                                    Year Ended July 31,          December 31,
                             ---------------------------------  --------------
                              2000     1999    1998   1997 (a)   1996    1995
<S>                          <C>      <C>     <C>     <C>       <C>     <C>
CLASS C SHARES
Net asset value, beginning
 of period                   $24.79   $22.18  $24.61   $20.56   $20.44  $16.61
                             ======   ======  ======   ======   ======  ======
Income from investment
 operations
Net investment income          0.03     0.04    0.10     0.12     0.22    0.39
Net realized and unrealized
 gains or losses on
 securities                   (1.07)    2.75    1.97     4.03     3.50    4.70
                             ------   ------  ------   ------   ------  ------
Total from investment
 operations                   (1.04)    2.79    2.07     4.15     3.72    5.09
                             ------   ------  ------   ------   ------  ------
Distributions to
 shareholders from
Net investment income         (0.04)   (0.05)  (0.12)   (0.10)   (0.26)  (0.36)
From net realized gains       (3.11)   (0.13)  (4.38)       0    (3.34)  (0.90)
                             ------   ------  ------   ------   ------  ------
Total distributions           (3.15)   (0.18)  (4.50)   (0.10)   (3.60)  (1.26)
                             ------   ------  ------   ------   ------  ------
Net asset value, end of
 period                      $20.60   $24.79  $22.18   $24.61   $20.56  $20.44
                             ======   ======  ======   ======   ======  ======
Total return*                 (4.52%)  12.66%   8.74%   20.25%   18.10%  30.90%
Ratios and supplemental
 data
Net assets, end of period
 (millions)                  $    4   $    5  $    5   $    3   $    1  $    1
Ratios to average net
 assets
 Expenses++                    1.77%    1.75%   1.76%    1.66%+   1.67%   1.65%
 Net investment income         0.15%    0.18%   0.29%    0.94%+   1.00%   2.03%
Portfolio turnover rate          83%     110%     69%       6%      91%     53%
</TABLE>

<TABLE>
<CAPTION>
                                                                  Year Ended
                                    Year Ended July 31,          December 31,
                             ---------------------------------  --------------
                              2000     1999    1998   1997 (a)   1996    1995
<S>                          <C>      <C>     <C>     <C>       <C>     <C>
CLASS Y SHARES
Net asset value, beginning
 of period                   $24.87   $22.23  $24.64   $20.57   $20.45  $16.61
                             ======   ======  ======   ======   ======  ======
Income from investment
 operations
Net investment income          0.31     0.29    0.35     0.25     0.44    0.57
Net realized and unrealized
 gains or losses on
 securities                   (1.14)    2.74    1.97     4.03     3.49    4.72
                             ------   ------  ------   ------   ------  ------
Total from investment
 operations                   (0.83)    3.03    2.32     4.28     3.93    5.29
                             ------   ------  ------   ------   ------  ------
Distributions to
 shareholders from
Net investment income         (0.25)   (0.26)  (0.35)   (0.21)   (0.47)  (0.55)
Net realized gains            (3.11)   (0.13)  (4.38)    0.00    (3.34)  (0.90)
                             ------   ------  ------   ------   ------  ------
Total distributions           (3.36)   (0.39)  (4.73)   (0.21)   (3.81)  (1.45)
                             ------   ------  ------   ------   ------  ------
Net asset value, end of
 period                      $20.68   $24.87  $22.23   $24.64   $20.57  $20.45
                             ======   ======  ======   ======   ======  ======
Total return                  (3.59%)  13.81%   9.79%   20.93%   19.20%  32.20%
Ratios and supplemental
 data
Net assets, end of period
 (millions)                  $   57   $  132  $  183   $1,149   $  996  $  761
Ratios to average net
 assets
 Expenses++                    0.77%    0.75%   0.70%    0.67%+   0.66%   0.65%
 Net investment income         1.16%    1.20%   1.47%    1.91%+   2.02%   3.02%
Portfolio turnover rate          83%     110%     69%       6%      91%     53%
</TABLE>
(a) For the seven months ended July 31, 1997. The Fund changed its fiscal year
    end from December 31 to July 31, effective July 31, 1997.
*   Excluding applicable sales charges.
+   Annualized.
++  Ratio of expenses to average net assets includes fee waivers and excludes
    expense reductions.

31    GROWTH AND INCOME FUNDS
<PAGE>


OTHER FUND PRACTICES

The Funds may invest in futures and options which are forms of derivatives.  The
Equity  Income Fund and Growth and Income  Fund may also engage in short  sales.
Such practices are used to hedge a Fund's  portfolio to protect  against changes
in  interest  rate,  to adjust the  portfolio's  duration,  to maintain a Fund's
exposure  to its  market,  to manage  cash or to  attempt  to  increase  income.
Although  this is intended to increase  returns,  these  practices  may actually
reduce returns or increase volatility.

Although not a principal investment strategy of the Blue Chip Fund, the Fund may
invest up to 25% of its  assets in  foreign  securities.  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.  If a Fund is incorrect in its judgement
of future exchange rate relationships,  the Fund could be in a less advantageous
position than if a hedge had not been established.

Although  not a principal  investment  strategy of the Value Fund,  the Fund may
invest up to 25% of its assets in bonds.  Investments  in bonds may  subject the
Fund,  and therefore the value of the Fund's  shares,  to interest rate risk and
credit risk.  For a discussion  of these risks,  see "Overview of Fund Risks" on
page 2.

Although not a principal  investment strategy of the Growth and Income Fund, the
Fund may invest up to 5% of its assets in debt securities  which are rated below
investment grade,  commonly known as "junk bonds".  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 risks.  Markets may react to
unfavorable  news about issuers of below  investment  grade bonds causing sudden
and steep  declines in value.  In  addition,  below  investment  grade bonds are
subject  to credit  risk and  interest  rate  risk  which  are  discussed  under
"Overview of Fund Risks" on page 2.

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

32     GROWTH AND INCOME FUNDS
<PAGE>


                                      Notes


33    GROWTH AND INCOME FUNDS
<PAGE>


                                      Notes


34    GROWTH AND INCOME FUNDS
<PAGE>

                                      Notes


35    GROWTH AND INCOME FUNDS

<PAGE>

Evergreen Funds

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

State Municipal Bond Funds
Connecticut  Municipal Bond Fund
Florida High Income Municipal  Bond Fund
Florida  Municipal  Bond Fund
Georgia  Municipal  Bond Fund
Maryland  Municipal  Bond Fund
New Jersey  Municipal  Bond Fund
North Carolina Municipal Bond Fund
Pennsylvania  Municipal Bond Fund
South Carolina  Municipal Bond Fund
Virginia Municipal Bond Fund

National Municipal Bond Funds
High Grade Municipal Bond Fund
High Income Municipal Bond Fund
Municipal Bond Fund
Short-Intermediate Municipal Bond Fund


Short and Intermediate Term Bond Funds
Intermediate Term Bond Fund
Select Adjustable Rate Fund
Short-Duration Income Fund

Intermediate and Long Term Bond Funds
Diversified Bond Fund
High Yield Bond Fund
Quality Income Fund
Strategic Income Fund
U.S. Government Fund

Balanced Funds
Balanced Fund
Foundation Fund
Tax Strategic Foundation Fund


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

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

Sector Funds
Health Care Fund
Technology Fund
Utility Fund


Global and International Funds
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

36      Notes


33    GROWTH AND INCOME FUNDS
<PAGE>


                              QUICK REFERENCE GUIDE



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 02106-9970
     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 St.
     Boston, MA 02116-5034

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 invest in.

     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 each Fund you invest in twice a year.

     Tax Forms -- Each  January you will  receive any Fund tax  information  you
     need to  include  with  your  tax  returns  as well  as the  Evergreen  Tax
     Information Guide.


<PAGE>

For More Information About the Evergreen
Growth and Income 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  portfolio
holdings as of a specific date, as well as commentary from the Fund's  portfolio
manager.  This Report discusses the market conditions and investment  strategies
that significantly affected the Fund's performance during the most recent fiscal
year or period.

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

For questions,  other information,  or to request a copy, without charge, of any
of the documents,  call 1-800-343-2898 or ask your investment  professional.  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.  Copies  of  this  material  may be
obtained,  for a duplication fee, by writing the SEC Public  Reference  Section,
Washington D.C.  20549-6009,  or by electronic  requests at the following e-mail
address:  [email protected].  This  material can also be reviewed and copied at
the SEC's Public Reference Room in Washington,  D.C. For more information  about
the operation of the Public Reference Room, call the SEC at 1-800-SEC-0330.



                           Evergreen Distributor, Inc.

                                 90 Park Avenue

                            New York, New York 10016



                                                        SEC File No.: 811-08413

<PAGE>

                             EVERGREEN EQUITY TRUST

                                     PART A

                                  UTILITY FUND
                       CLASSES A, B, C AND Y PROSPECTUS


<PAGE>

EVERGREEN SECTOR FUNDS



Evergreen Utility Fund

Class A
Class B
Class C
Class Y


Prospectus, December 1, 2000


<PAGE>



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  OF  C O N T E N T S



FUND RISK/RETURN SUMMARIES:

Overview of Fund Risks....................................2

Evergreen Utility Fund....................................4


GENERAL INFORMATION:

The Fund's Investment Advisor.............................6

The Fund's Portfolio Manager..............................6

Calculating The Share Price...............................6

How to Choose an Evergreen Fund...........................6

How to Choose the Share Class
  that Best Suits You.....................................6

How to Buy Shares.........................................9

How to Redeem Shares.....................................10

Other Services...........................................11

The Tax Consequences of
   Investing in the Fund.................................11

Fees and Expenses of the Fund............................12

Financial Highlights.....................................13

Other Fund Practices.....................................15


In general,  the Fund seeks to provide  investors  with high current  income and
moderate capital growth.


Fund Summaries Key
The 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
Sector
 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:   i)  when  the   issuers'   investment
     fundamentals  begin to  deteriorate;  ii) when the  investment  reaches  or
     exceeds  estimated fair value;  iii) to take  advantage of more  attractive
     investment opportunities; iv) when the investment no longer appears to meet
     the Fund's investment objective; v) when the Fund must meet redemptions; or
     vi)  for  other  investment  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; and

o    are not looking for a significant amount of current income.

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

Risk Factors for All Mutual Funds
Please remember that mutual fund investment shares are:
o  not guaranteed to achieve their investment goal
o  not a deposit of 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 the 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:

Concentration Risk
An investment in a Fund that  concentrates its investments in a single sector or
industry  entails  greater  risk than an  investment  in a Fund that invests its
assets in numerous  sectors or  industries.  The Fund may be  vulnerable  to any
development in its  concentration  sector or industry that may weaken the sector
or industry.  As a result,  the Fund's shares may fluctuate more widely in value
than those of a Fund investing in a number of different sectors or industries.

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,  equity  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,  the value of and dividend yield and
total  return  earned  on  your  investment  would  decline  if  the  particular
industries, companies or sectors the 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 the
Fund that invests in these  companies to increase in value more rapidly than the
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.

1    SECTOR FUNDS
<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. The
Fund may outperform or underperform 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 of
earnings potential. Growth oriented funds will typically underperform when value
investing  is in  favor.  Value  stocks  are  those  which  are  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 certain  dividend
paying stocks tends to fall.  If the 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 and total  return  earned on your
investment may decline. When interest rates go down, interest earned by the Fund
on its debt  investments may also decline,  which could cause the Fund to reduce
the dividends it pays. The longer the term of the security held by the Fund, the
more the Fund is subject to interest rate risk.

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 the  Fund  invests  in  debt
securities,  then the value of and total return  earned on your  investment  may
decline if an issuer fails to pay an obligation on a timely basis.

Foreign Investment Risk
 If the 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 and total return  earned on 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 and total return earned on
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.

2    SECTOR FUNDS
<PAGE>

UTILITY FUND

FUND FACTS:

Goals:
o        High Current Income
o        Moderate Capital Growth

Principal Investment:
o        Stocks and Bonds of Utility 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 Managers:
o        Doris Kelley-Watkins
o        Leslie B. Rich, CFA

NASDAQ Symbols:
o        EVUAX (Class A)
o        EVUBX (Class B)
o        EVUCX (Class C)

Dividend Payment Schedule:
o        Monthly


INVESTMENT GOAL

The Fund seeks high current income and moderate capital growth.

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, preferred and convertible
preferred  stocks and investment grade  bonds/convertible  debentures of utility
companies (oil,  gas,  electric,  telecommunications)  of any size. The Fund may
also invest up to 35% of its assets in common stocks of  non-utility  companies,
and up to 10% in foreign  securities.  The Fund's managers  consider a number of
factors when selecting  utility company stocks:  a history of high dividends and
profits;  the size of the  company's  market and market  share;  competitive  or
technological  advantages  that  may  help it in the  future;  potential  merger
activity;  and the projected  volatility of the company or industry.  The Fund's
stock selection is based on a diversified style of equity management that allows
it to invest in both value and growth oriented equity 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        Concentration Risk
o        Stock Market Risk
o        Market Capitalization Risk
o        Investment Style Risk
o        Interest Rate Risk
o        Credit Risk
o        Foreign Investment Risk

In  addition,  the  value of your  investment  in the Fund  could be  negatively
affected by adverse  developments in the utility  industry.  These could include
decreases in the demand for utility  company  products and  services,  increased
competition resulting from deregulation,  and rising energy costs, among others.
Such  developments  also could cause  utility  companies to reduce the dividends
they pay on their stock,  potentially  decreasing the dividends you receive from
the Fund. Telecommunications is highly dependent on innovation and expansion of
existing technologies, such as internet communications and the ability to access
the internet  through cellular phones, as well as intense pricing competition
and industry consolidation. Finally, utility companies typically borrow heavily
to support continuing  operations. Increases in interest rates could increase
utility companies' borrowing costs, which could adversely impact their financial
results and stock price, and ultimately the value and total return of your \
Fund shares.

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

3    SECTOR FUNDS
<PAGE>

PERFORMANCE

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

The table 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 1/4/1994. It should
give you a general idea of the risks of investing in the Fund by showing how the
Fund's return has varied from  year-to-year.  This table 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 (%)
 1990         1991       1992      1993     1994


1995          1996       1997      1998     1999
30.73         4.40       29.35     11.33    33.35

Best Quarter: 4th Quarter 1999 +17.91%
Worst Quarter: 3rd Quarter1996 -4.37%
Year-to-date total return through 9/30/2000 is +13.18%.

The next table lists the Fund's  average  annual  total return by class over the
past one and five  years and since  inception  (through  12/31/1999),  including
applicable  sales  charges.  This table is  intended  to  provide  you with some
indication  of the risks of investing in the Fund by comparing  its  performance
with the S&P 500 Index (S&P 500) and the S&P  Utilities  Index (S&P  Utilities).
The  S&P  500  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 S&P  Utilities is an unmanaged  index  tracking the
performance  of utility  stocks  within  the  larger  S&P 500  Index,  which are
investments  similar to the Fund's. An index does not include  transaction costs
associated with buying and selling securities or any mutual fund expenses. It is
not possible to invest directly in an index.

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

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

Class A      1/4/1994    27.06%    20.07%  N/A     15.38%

Class B      1/4/1994    27.39%    20.16%  N/A     15.40%

Class C      9/2/1994    30.39%    20.32%  N/A     15.55%

Class Y     2/28/1994    33.69%    21.54%  N/A     16.59%

S&P 500                  21.04%    28.56%  N/A     23.56%

S&P Utilities            -8.88%    13.66%  N/A     9.81%

*Historical  performance  shown for Classes C and Y prior to their  inception is
based on the  performance of Class A, one of the original  classes offered along
with  Class  B.  These  historical  returns  for  Classes  C and Y have not been
adjusted to reflect the effect of each Class'  12b-1 fees.  These fees are 0.25%
for Class A and 1.00% for  Classes B and C. Class Y does not pay a 12b-1 fee. If
these fees had been  reflected,  returns for Class 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        4.75%      None      None     None
 purchases (as a % of offering price)

Maximum deferred sales charge          None*      5.00%     2.00%    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)+

                                                       Total
                                                       Fund
              Management   12b-1        Other        Operating
                 Fees        Fees      Expenses     Expenses++
Class A          0.42%      0.25%       0.53%          1.20%
Class B          0.42%      1.00%       0.53%          1.95%
Class C          0.42%      1.00%       0.53%          1.95%
Class Y          0.42%      0.00%       0.53%          0.95%
+Restated for the fiscal year ended 7/31/2000 to reflect current fees.
++From time to time,  the Fund's  investment  advisor  may,  at its  discretion,
reduce or waive its fees or  reimburse  the 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  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 1.06 %for Class  A,1.81% for Class B, 1.81%
for Class C and 0.81% 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
reinvestment of all dividends and distributions. Your actual costs may be higher
or lower.

Example of Fund Expenses
                Assuming Redemption at End of        Assuming No
                            Period                   Redemption
               --------------------------------     ------------
After:        Class A   Class B Class C  Class Y  Class B   Class C

1 year        $591      $698    $398     $97      $198      $198

3 years       $838      $912    $612     $303     $612      $612

5 years       $1,103    $1,252  $1,052   $525     $1,052    $1,052

10 years      $1,860    $1,989  $2,275   $1,166   $1,989    $2,275

4    SECTOR FUNDS
<PAGE>

THE FUND'S INVESTMENT ADVISOR

An investment  advisor  manages the 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 $242.76  billion in  consolidated  assets as of
10/31/2000.  First Union  Corporation  is located at 301 South  College  Street,
Charlotte, North Carolina 28288-0013.

Evergreen Investment  Management Company (EIMC) is the investment advisor to the
Fund.  EIMC has been managing  mutual funds and private  accounts since 1932 and
currently  manages over $12.4 billion in assets for 29 of the  Evergreen  Funds.
EIMC is located at 200 Berkeley Street, Boston, Massachusetts 02116-5034.

For the  fiscal  year ended  7/31/2000,  the Fund paid its  previous  investment
advisor an aggregate  advisory fee of 0.44% of its average daily net assets.  As
of 1/3/2000,  the Fund's contractual advisory fee was reduced in order to offset
an increase in the Fund's  administrative  services  fee to 0.10% of its average
daily net assets.  Effective  11/1/2000 the Fund's investment  advisory contract
was transferred to EIMC. There were no changes in advisory fee rates.

THE FUND'S PORTFOLIO MANAGER

Doris Kelley-Watkins is the Lead Manager and Leslie B. Rich, CFA, co-manages
the Fund. Ms. Kelley-Watkins has managed the Fund since August 1996. Ms.
Kelley-Watkins has been a Senior Vice President and portfolio manager with EIMC
since November 2000. From February 1996 until she joined EIMC, she was a Senior
Vice President and portfolio manager with Evergreen Asset Management Corp.
EAMC). She was a First Vice President and senior industry specialist when she
left Merrill Lynch in February 1996 after 20 years with that company. Ms. Rich
has managed the Fund since February 2000. Ms. Rich has been a Vice President and
portfolio manager with EIMC since November 2000. From February 2000 until she
joined EIMC, she was a Vice President and portfolio manager with EAMC. From 1993
until she joined EAMC, Ms. Rich was an equity analyst and research associate for
Neuberger Berman.

CALCULATING THE SHARE PRICE

The value of one share of the Fund,  also known as the net asset value,  or NAV,
is calculated on each day the New York Stock Exchange is open at 4 p.m.  Eastern
time or as of the time the Exchange closes, if earlier.  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 the 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.

The Fund 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.  The Fund offers four different
share classes:  Class A, Class B, Class C and Class Y. Each class except Class Y

5    SECTOR FUNDS
<PAGE>

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% but you do not pay a deferred sales charge.  The front-end sales charge is
deducted from your investment before it is invested. In addition, Class A shares
are subject to 12b-1 fees.

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 0.00%      0.00%      1.00 to 0.25%

Although no front-end  sales charge applies to purchases of $1 million and over,
you will pay a 1.00%  deferred sales charge if you redeem any such shares within
one year after the month of purchase.

Three ways you can reduce your Class A sales charges:
1.Rights  of  Accumulation.  You  may  add the  value  of all of  your  existing
  Evergreen Fund  investments in all share classes,  excluding  Evergreen  money
  market  funds,  to  determine  the initial  sales charge to be applied to your
  current Class A purchase.

2.Letter of Intent.  You may reduce the sales  charge on a current  purchase  if
  you agree to invest at least  $50,000 in Class A shares of an  Evergreen  Fund
  over a  13-month  period.  You will pay the same  sales  charge  as if you had
  invested the full amount all at one time. The Fund will hold a certain portion
  of your investment in escrow until your commitment is met.

3.Combined  Purchases.  You may reduce your initial sales charge if you purchase
  Class A shares in multiple Evergreen Funds,  excluding  Evergreen money market
  funds,  at the same time. The combined  dollar amount  invested will determine
  the  initial  sales  charge  applied  to all of your  current  purchases.  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%).

Contact  your  investment  professional  or the  Evergreen  Service  Company  at
1-800-343-2898 if you think you may qualify for any of these services.  For more
information on these  services see "Sales Charge Waivers and  Reductions" in the
SAI.

The Fund may also sell Class A shares at net asset value  without a front-end 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 expense,  known as 12b-1 fees. 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:

                                                   Maximum Deferred
   Time Held                                         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                                          0.00%
     After 7 years                             Converts to Class A
    Dealer Allowance                                   4.00%


The  maximum  deferred  sales  charge and dealer  allowance  may be reduced  for
certain investors.  For further  information on how the deferred sales charge is
calculated at the time of redemption see "Calculating the Deferred Sales Charge"
below.

Class C
Like Class B shares you do not pay a front-end  sales  charge on Class C shares.
However,  you may pay a deferred  sales charge if you redeem your shares  within
two years  after the month of  purchase.  Also,  these  shares do not convert to
Class A shares and so the higher 12b-1 fees paid by the Class C shares  continue
for the life of the account.

6    SECTOR FUNDS
<PAGE>

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

   Time Held                                 Maximum Deferred
                                              Sales Charge

Month of Purchase + First 12 Month Period         2.00%
Month of Purchase +  Second 12 Month Period       1.00%
Thereafter                                        0.00%
Dealer Allowance                                  2.00%

The  maximum  deferred  sales  charge and dealer  allowance  may be reduced  for
certain investors.  For further  information on how the deferred sales charge is
calculated at the time of redemption see "Calculating the Deferred Sales Charge"
below.

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 Systematic  withdrawals of up to 1.00% 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
The Fund  offers  Class Y shares at net asset value  without a  front-end  sales
charge,  deferred sales charge or 12b-1 fees. Class Y shares are only offered to
persons who owned Class Y shares of an Evergreen  Fund on or before  12/31/1994;
certain  institutional   investors;   and  investment  advisory  clients  of  an
investment   advisor  of  an  Evergreen  Fund  (or  the   investment   advisor's
affiliates).

Calculating the Deferred Sales Charge
If imposed,  the Fund  deducts the  deferred  sales  charge from the  redemption
proceeds you would otherwise receive.  The deferred sales charge is a percentage
of the lesser of (i) the net asset value of the shares at the time of redemption
or (ii) the  shareholder's  original net cost for such shares.  Upon request for
redemption,  to keep the deferred sales charge a shareholder  must pay 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 or its predecessor.

7    SECTOR FUNDS
<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


<PAGE>

<TABLE>
<CAPTION>
<S>                  <C>                                                             <C>

Method               Opening an Account                                              Adding to an Account

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. Cash,              Evergreen Funds.
Professional                credit cards, third party checks, credit card checks     o    Write a note specifying:
                            or money orders will not be accepted.                         -   the Fund name
                     o      Mail the application and your check to the address            -   share class
                            below:                                                        -   your account number
                            Postal Service Address:      Overnight Address:               -   the name(s) in which the account
                            Evergreen Service Company    Evergreen Service Company        is registered.
                            P.O. Box 2121                200 Berkeley Street         o    Mail to the address to the left
                            Boston, MA 02106-9970        Boston, MA 02116-5034            or deliver to your investment
                                                                                          professional.
                     o      Or deliver them to your investment professional
                            (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 and      o     Call the Evergreen Express Line
                            get wiring instructions (call before 12 noon if you            at 1-800-346-3858 24 hours a day or
                            want wired funds to be credited that day).                     to speak to an Evergreen professional
                     o      Instruct your bank to wire or transfer your purchase           call 1-800-343-2898 between 8 a.m. and
                            (they may charge a wiring fee).                                6 p.m. Eastern time, on any business day.
                     o      Complete the account application and mail to:            o     If your bank account is set up on
                            Postal Service Address:      Overnight Address:                file, you can request either:
                            Evergreen Service Company    Evergreen Service Company          -    Federal Funds Wire (offers
                            P.O. Box 2121                200 Berkeley Street                     immediate access to funds) or
                            Boston, MA 02106-9970        Boston, MA 02116-5034              -    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 Fund's account by
                            contacting your investment professional or calling
                            the Evergreen Express Line at 1-800-346-3858.**
                     o      You can only exchange shares within the same class
                            and accounts with the same registration.
                     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 no 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  "Exceptions:  Redemption
                            Requests That Require A Signature  Guarantee" on the
                            next page).

Systematic           o      You can transfer money automatically from your bank      o     To establish automatic investing
Investment Plan             account into your Fund on a monthly basis.                     for an existing account, call
(SIP)+               o      Initial investment minimum is $50 if you invest at             1-800-343-2898 for an application.
                            least $25 per month with this service.                   o     The minimum is $25 per month or
                     o      To enroll, check off the box on the account                    $75 per quarter.
                            application and provide:                                 o     You can also establish an
                            -   Your bank account information                              investing program through direct
                            -   The amount and date of your monthly investment.            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  and/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,  unless the account has been
subject to a previous sales charge.
+ Evergreen Investment Services,  Inc. (EIS) will fund a $50 initial investment
in Class A shares of the Evergreen Funds for employees of First Union
Corporation (First Union) and its affiliates when the employee  enrolls  in a
new  Evergreen  SIP and  agrees to subsequent  monthly investments of $50. EIS
will fund a $100 initial investment in Class A shares of the Evergreen Funds for
employees of First Union when the employee  enrolls in a new  Evergreen  SIP
through a CAP  account  and  agrees to  subsequent  monthly investments of $100.
To be eligible for either of these  offers,  the employee must open an account
with  First Union Securities, Inc. to execute the transactions. If the employee
redeems his/her shares within 12 months after the month of purchase, EIS
reserves the right to reclaim its $50 or $100 initial investment from the
redemption proceeds.

8    SECTOR FUNDS
<PAGE>

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 to speak to an Evergreen professional call
                      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  and/or  monitored for
                      your  protection.  We are not  responsible  for acting on
                      telephone orders we believe are genuine.
                  o   See  "Exceptions:  Redemption  Requests  That  Require  A
                      Signature Guarantee" below for requests that must be made
                      in writing with your signature guaranteed.

Write Us          o   You can mail a redemption request to:
                        Postal Service Address:       Overnight Address:
                        Evergreen Service Company     Evergreen Service Company
                        P.O. Box 2121                 200 Berkeley St.
                        Boston, MA  02106-9970        Boston, MA  02116-5034

                  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:  Redemption  Requests  That  Require  A
                      Signature  Guarantee"  below  for  requests  that must be
                      signature guaranteed.
                  o   To redeem from an IRA or other  retirement  account,  call
                      1-800-343-2898 for special instructions.

 Redeem  Your     o  You may also redeem  your shares through  participating
Shares in Person     broker-dealers  by  delivering a letter as 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
Withdrawal           account on a monthly or quarterly basis without redemption
Plan (SWP)           fees.
                  o  The withdrawal can be mailed to you, or deposited directly
                     into your bank account.
                  o  The minimum is $75 per month.
                  o  The maximum is 1.00% of your account per month or 3.00% per
                     quarter.
                  o  To enroll, call 1-800-343-2898 for instructions.

* 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 and/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.
** 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.

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, under certain circumstances,  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.
o   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)
    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 of Guarantee:
o        Commercial Bank
o        Trust Company
o        Savings Association
o        Credit Union
o        Member of a U.S. stock exchange

9    SECTOR FUNDS
<PAGE>

OTHER SERVICES

Evergreen Express Line
1-800-346-3858
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.

Reinstatement Privileges
Within 90 days of redemption, you may reestablish your investment at the current
NAV by reinvesting some, or all, of your redemption proceeds into the same share
class of any Evergreen  Fund. If a deferred  sales charge was deducted from your
redemption  proceeds,  the full  amount of the  deferred  sales  charge  will be
credited to your account and your  deferred  sales charge  schedule  will resume
from the time of the original redemption.

THE TAX CONSEQUENCES OF INVESTING IN THE FUND

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 Fund will distribute two types of taxable income to you:
o    Dividends. To the extent that regular dividends are derived from investment
     income that is not tax-exempt, or from short-term  capital  gains, you will
     have to include  them in your federal taxable income. The Fund pays a
     monthly dividend from the dividends, interest and other income on the
     securities in which it invests.
o    Capital  Gains.  When a mutual  fund sells a security it owns for a profit,
     the result is a capital gain. The Fund generally distributes 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 the Fund during the previous calendar year.

10   SECTOR FUNDS
<PAGE>

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  gain or loss 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 Fund.

Retirement Plans
You may invest in the 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 FUND

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

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

12b-1 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  may be  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 Fund to the public.  The Fund
may use 12b-1 fees 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: i) your total
return in the Fund is  reduced in direct  proportion  to the fees;  ii)  expense
ratios can vary greatly  between  funds and fund  families,  from under 0.25% to
over 3.00%;  and iii) the Fund's  investment  advisor may waive a portion of the
Fund's expenses for a period of time, reducing its expense ratio.

11   SECTOR FUNDS
<PAGE>

FINANCIAL HIGHLIGHTS

This section looks in detail at the results for one share in each share class of
the Fund--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 for
the Fund have been derived from financial  information  audited by KPMG LLP, the
Fund's  independent  auditors.  For a complete  picture of the Fund's  financial
statements,  please see the Fund's  Annual  Report as well as the  Statement  of
Additional Information.


                                   EVERGREEN
                                 Utility Fund

<TABLE>
<CAPTION>
                                                                    Year Ended
                                Year Ended July 31,                December 31,
                         -------------------------------------   -----------------
                           2000      1999     1998    1997 (a)    1996      1995
<S>                      <C>       <C>       <C>      <C>        <C>      <C>
CLASS A SHARES
Net asset value,
 beginning of period     $  12.85  $  11.76  $ 11.45  $ 10.57    $ 10.80  $   9.00
                         --------  --------  -------  -------    -------  --------
Income from investment
 operations
Net investment income        0.35      0.42     0.43     0.25       0.41      0.44
Net realized and
 unrealized gains on
 securities                  2.29      2.37     1.44     0.87       0.05      2.25
                         --------  --------  -------  -------    -------  --------
Total from investment
 operations                  2.64      2.79     1.87     1.12       0.46      2.69
                         --------  --------  -------  -------    -------  --------
Distributions to
 shareholders from
Net investment income       (0.35)    (0.42)   (0.44)   (0.24)     (0.41)    (0.44)
Net realized gains          (1.18)    (1.28)   (1.12)       0      (0.28)    (0.45)
                         --------  --------  -------  -------    -------  --------
Total distributions         (1.53)    (1.70)   (1.56)   (0.24)     (0.69)    (0.89)
                         --------  --------  -------  -------    -------  --------
Net asset value, end of
 period                  $  13.96  $  12.85  $ 11.76  $ 11.45    $ 10.57  $  10.80
                         --------  --------  -------  -------    -------  --------
Total return*               21.75%    26.05%   17.30%   10.72%      4.40%    30.70%
Ratios and supplemental
 data
Net assets, end of
 period (thousands)      $299,675  $108,411  $95,300  $91,638    $96,243  $107,872
Ratios to average net
 assets
 Expenses++                  1.06%     1.03%    0.99%    1.00%+     0.87%     0.79%
 Net investment income       2.41%     3.60%    3.58%    3.85%+     3.87%     4.51%
Portfolio turnover rate        66%       46%      62%      50%        59%       88%
</TABLE>

<TABLE>
<CAPTION>
                                                                  Year Ended
                                Year Ended July 31,              December 31,
                         ------------------------------------   ----------------
                           2000     1999     1998    1997 (a)    1996     1995
<S>                      <C>       <C>      <C>      <C>        <C>      <C>
CLASS B SHARES
Net asset value,
 beginning of period     $  12.86  $ 11.76  $ 11.46  $ 10.58    $ 10.81  $  9.00
                         --------  -------  -------  -------    -------  -------
Income from investment
 operations
Net investment income        0.24     0.34     0.34     0.20       0.33     0.37
Net realized and
 unrealized gains on
 securities                  2.29     2.37     1.44     0.87       0.05     2.26
                         --------  -------  -------  -------    -------  -------
Total from investment
 operations                  2.53     2.71     1.78     1.07       0.38     2.63
                         --------  -------  -------  -------    -------  -------
Distributions to
 shareholders from
Net investment income       (0.24)   (0.33)   (0.36)   (0.19)     (0.33)   (0.37)
Net realized gains          (1.18)   (1.28)   (1.12)       0      (0.28)   (0.45)
                         --------  -------  -------  -------    -------  -------
Total distributions         (1.42)   (1.61)   (1.48)   (0.19)     (0.61)   (0.82)
                         --------  -------  -------  -------    -------  -------
Net asset value, end of
 period                  $  13.97  $ 12.86  $ 11.76  $ 11.46    $ 10.58  $ 10.81
                         --------  -------  -------  -------    -------  -------
Total return*               20.79%   25.23%   16.31%   10.21%      3.60%   29.90%
Ratios and supplemental
 data
Net assets, end of
 period (thousands)      $110,460  $54,839  $43,776  $36,738    $38,511  $35,662
Ratios to average net
 assets
 Expenses++                  1.80%    1.77%    1.74%    1.75%+     1.62%    1.53%
 Net investment income       1.76%    2.85%    2.82%    3.10%+     3.12%    3.78%
Portfolio turnover rate        66%      46%      62%      50%        59%      88%
</TABLE>
(a)  For the seven months ended July 31, 1997. The Fund changed its fiscal year
     end from December 31 to July 31, effective July 31, 1997.
*    Excluding applicable sales charges.
+    Annualized.
++   Ratio of expenses to average net assets includes fee waivers and excludes
     expense reductions.

12   SECTOR FUNDS
<PAGE>


                                   EVERGREEN
                                 Utility Fund

<TABLE>
<CAPTION>
                                                                 Year Ended
                                   Year Ended July 31,          December 31,
                              --------------------------------  --------------
                               2000    1999    1998   1997 (a)   1996    1995
<S>                           <C>     <C>     <C>     <C>       <C>     <C>
CLASS C SHARES
Net asset value, beginning
 of period                    $12.86  $11.76  $11.46   $10.58   $10.82  $ 9.01
                              ------  ------  ------   ------   ------  ------
Income from investment
 operations
Net investment income           0.24    0.34    0.34     0.20     0.33    0.37
Net realized and unrealized
 gains on securities            2.30    2.37    1.44     0.87     0.04    2.26
                              ------  ------  ------   ------   ------  ------
Total from investment
 operations                     2.54    2.71    1.78     1.07     0.37    2.63
                              ------  ------  ------   ------   ------  ------
Distributions to
 shareholders from
Net investment income          (0.24)  (0.33)  (0.36)   (0.19)   (0.33)  (0.37)
Net realized gains             (1.18)  (1.28)  (1.12)       0    (0.28)  (0.45)
                              ------  ------  ------   ------   ------  ------
Total distributions            (1.42)  (1.61)  (1.48)   (0.19)   (0.61)  (0.82)
                              ------  ------  ------   ------   ------  ------
Net asset value, end of
 period                       $13.98  $12.86  $11.76   $11.46   $10.58  $10.82
                              ------  ------  ------   ------   ------  ------
Total return*                  20.88%  25.23%  16.31%   10.21%    3.50%  29.80%
Ratios and supplemental data
Net assets, end of period
 (thousands)                  $9,589  $  879  $  486   $  379   $  396  $  246
Ratios to average net assets
 Expenses++                     1.82%   1.77%   1.74%    1.75%+   1.63%   1.54%
 Net investment income          1.77%   2.74%   2.82%    3.10%+   3.13%   3.76%
Portfolio turnover rate           66%     46%     62%      50%      59%     88%
</TABLE>

<TABLE>
<CAPTION>
                                                                 Year Ended
                                   Year Ended July 31,          December 31,
                              --------------------------------  --------------
                               2000    1999    1998   1997 (a)   1996    1995
<S>                           <C>     <C>     <C>     <C>       <C>     <C>
CLASS Y SHARES
Net asset value, beginning
 of period                    $12.86  $11.77  $11.46   $10.58   $10.82  $ 9.00
                              ------  ------  ------   ------   ------  ------
Income from investment
 operations
Net investment income           0.38    0.49    0.46     0.25     0.44    0.47
Net realized and unrealized
 gains on securities            2.28    2.33    1.45     0.88     0.03    2.27
                              ------  ------  ------   ------   ------  ------
Total from investment
 operations                     2.66    2.82    1.91     1.13     0.47    2.74
                              ------  ------  ------   ------   ------  ------
Distributions to
 shareholders from
Net investment income          (0.38)  (0.45)  (0.48)   (0.25)   (0.43)  (0.47)
Net realized gains             (1.18)  (1.28)  (1.12)       0    (0.28)  (0.45)
                              ------  ------  ------   ------   ------  ------
Total distributions            (1.56)  (1.73)  (1.60)   (0.25)   (0.71)  (0.92)
                              ------  ------  ------   ------   ------  ------
Net asset value, end of
 period                       $13.96  $12.86  $11.77   $11.46   $10.58  $10.82
                              ------  ------  ------   ------   ------  ------
Total return                   21.98%  26.35%  17.60%   10.85%    4.50%  31.30%
Ratios and supplemental data
Net assets, end of period
 (thousands)                  $2,630  $2,123  $1,695   $1,627   $2,000  $7,791
Ratios to average net assets
 Expenses++                     0.79%   0.77%   0.74%    0.74%+   0.61%   0.54%
 Net investment income          2.78%   3.92%   3.82%    4.06%+   4.01%   4.76%
Portfolio turnover rate           66%     46%     62%      50%      59%     88%
</TABLE>
(a) For the seven months ended July 31, 1997. The Fund changed its fiscal year
    end from December 31 to July 31, effective July 31, 1997.
*   Excluding applicable sales charges.
+   Annualized.
++  Ratio of expenses to average net assets includes fee waivers and excludes
    expense reductions.

13   SECTOR FUNDS
<PAGE>

OTHER FUND PRACTICES

Since the 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. If the Fund is
incorrect in its judgement of future exchange rate relationships, the Fund could
be in a less advantageous position than if a hedge had not been established.

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

14   SECTOR FUNDS
<PAGE>



                                      Notes


15   SECTOR FUNDS
<PAGE>

Evergreen Funds

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

State Municipal Bond Funds
Connecticut  Municipal Bond Fund
Florida High Income Municipal Bond Fund
Florida  Municipal  Bond Fund
Georgia  Municipal  Bond Fund
Maryland  Municipal  Bond Fund
New Jersey  Municipal  Bond Fund
North  Carolina Municipal Bond Fund
Pennsylvania  Municipal Bond Fund
South Carolina  Municipal Bond Fund
Virginia Municipal Bond Fund

National Municipal Bond Funds
High Grade Municipal Bond Fund
High Income Municipal Bond Fund
Municipal Bond Fund
Short-Intermediate Municipal Bond Fund

Short and Intermediate Term Bond Funds
Intermediate Term Bond Fund
Select Adjustable Rate Fund
Short-Duration Income Fund

Intermediate and Long Term Bond Funds
Diversified Bond Fund
High Yield Bond Fund
Quality Income Fund
Strategic Income Fund
U.S. Government Fund

Balanced Funds
Balanced Fund
Foundation Fund
Tax Strategic Foundation Fund

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

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

Sector Funds
Health Care Fund
Technology Fund
Utility Fund

Global and International Funds
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

16   SECTOR FUNDS
<PAGE>

                              QUICK REFERENCE GUIDE


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 02106-9970
     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 St.
     Boston, MA 02116-5034

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 invest in.

     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 each Fund you invest in twice a year.

     Tax Forms -- Each  January you will  receive any Fund tax  information  you
     need to  include  with  your  tax  returns  as well  as the  Evergreen  Tax
     Information Guide.

<PAGE>

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

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

The  Statement of Additional  Information  (SAI),  which  contains more detailed
information  about the policies  and  procedures  of the Fund.  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  professional.  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 the Fund  (including  the SAI) is also available on the SEC's
Internet  web  site  at  http://www.sec.gov.  Copies  of  this  material  may be
obtained,  for a duplication fee, by writing the SEC Public  Reference  Section,
Washington D.C.  20549-6009,  or by electronic  requests at the following e-mail
address:  [email protected].  This  material can also be reviewed and copied at
the SEC's Public Reference Room in Washington,  D.C. For more information  about
the operation of the Public Reference Room, call the SEC at 1-800-SEC-0330.



                           Evergreen Distributor, Inc.

                                 90 Park Avenue

                            New York, New York 10016


                                                        SEC File No.: 811-08413


<PAGE>


                             EVERGREEN EQUITY TRUST

                                     PART A

                             GROWTH AND INCOME FUNDS
                     INSTITUTIONAL SERVICE SHARES PROSPECTUS
                              SMALL CAP VALUE FUND

<PAGE>



EVERGREEN GROWTH AND INCOME FUNDS



Evergreen Small Cap Value Fund


Institutional Service shares

Prospectus,  December 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.

<PAGE>

                              TABLE OF CONTENTS


FUND RISKS/RETURN SUMMARIES:

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

Evergreen Small Cap Value Fund......................2


GENERAL INFORMATION:

The Fund's Investment Advisor.......................4

The Fund's Portfolio Manager........................4

Calculating the Share Price.........................4

How to Choose an Evergreen Fund.....................4

How to Choose the Share Class
That Best Suits You.................................5

How to Buy Shares...................................6

How to Redeem Shares................................7

Other Services......................................8

The Tax Consequences of
Investing in the Fund...............................8

Fees and Expenses of the Fund.......................9

Financial Highlights...............................10

Other Fund Practices...............................11


In general,  the Fund seeks to provide  investors  with a combination of current
income and capital  growth.  This Fund tends to have less risk,  volatility  and
growth potential than more aggressive stock funds.

Fund Summaries Key

The 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>

Small Cap
Value Fund

typically relies on a combination of the following strategies:

o    investing in companies that have a history of paying  regular  dividends in
     order to cushion stock market fluctuation with a steady stream of income;

o    investing  in  companies  whose  stock  price is lower than what the Fund's
     manager believes the true, "fundamental" price should be; and

o    selling  a  portfolio   investment:   i)  when  the   issuers'   investment
     fundamentals  begin to  deteriorate;  ii) when the  investment  reaches  or
     exceeds  estimated fair value;  iii) to take  advantage of more  attractive
     investment opportunities; iv) when the investment no longer appears to meet
     the Fund's investment objective; v) when the Fund must meet redemptions; or
     vi)  for  other  investment  reasons  which  the  portfolio  manager  deems
     necessary.


may be appropriate for investors who:

o    want an investment with moderate volatility relative to more aggressive
     stock funds; and

o    want a combination of growth potential and regular dividend income
     potential.

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

Risk Factors For All Mutual Funds
Please  remember  that mutual fund  investment  shares are: o not  guaranteed to
achieve their investment goal o not a deposit of 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 the 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 in the Fund 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, equity 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 in which the Fund invests 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.

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. The
Fund may outperform or underperform  other funds that employ a different  style.
The  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 of
earnings potential. Growth oriented funds will typically underperform when value
investing  is in  favor.  Value  stocks  are  those  which  are  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.

1    GROWTH AND INCOME FUNDS
<PAGE>

SMALL CAP VALUE FUND

FUND FACTS:

Goals:
o        Current Income
o        Capital Growth

Principal Investment:
o        Small-Cap U.S. Common Stocks

Class of Shares Offered in this Prospectus:
o        Institutional Service

Investment Advisor:
o        Evergreen Investment Management Company

Portfolio Manager:
o        Jordan D. Alexander, CFA

Dividend Payment Schedule:
o        Quarterly


Investment Goal

The Fund seeks current income and capital growth in the value of its shares.


Investment Strategy

The following  supplements the investment  strategies discussed in the "Overview
of Fund Risks" on page 2.

 The Fund invests  primarily  in common  stocks of small U.S.  companies  (i.e.,
typically have a market  capitalization of less than $1.5 billion at the time of
investment).  The Fund's  managers  seek to limit the  investment  risk of small
company  investing by seeking stocks that produce regular income,  are issued by
companies with a history of buying back stock, and trade below what the managers
consider their  intrinsic  value.  The Fund's  managers looks  specifically  for
various growth  triggers,  or catalysts,  that will bring the stock's price into
line with its actual or potential value,  such as new products,  new management,
changes in regulation and/or restructuring potential.

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 2 under the headings:

o        Stock Market 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."

2     GROWTH AND INCOME FUNDS
<PAGE>

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

The table below shows the percentage gain or loss for the Institutional  Service
shares of the Fund in each calendar year since 10/1/1993,  the inception date of
Class Y shares.  It should give you a general  idea of the risks of investing in
the Fund by showing  how the Fund's  return has varied from  year-to-year.  This
table includes the effects of Fund expenses.

Year-by-Year Total Return for Institutional Service Shares (%)*
1990          1991       1992        1993       1994
                                                -0.65

1995          1996       1997        1998       1999
29.12         22.38      33.62       -9.39      0.99

Best Quarter: 2nd  Quarter 1999 +16.70%*
Worst Quarter:  3rd  Quarter 1998 -13.36%*

Year-to-date total return through 9/30/2000 is +11.36%*

The next table lists the Fund's  average  annual total return for  Institutional
Service  shares  over the past one and five years and since  inception  (through
12/31/1999).  This table is intended to provide you with some  indication of the
risks of  investing in the Fund by comparing  its  performance  with the Russell
2000 Index (Russell  2000) and the Russell 2000 Value (Russell 2000 Value).  The
Russell  2000  Index  is  an  unmanaged  market   capitalization-weighted  index
measuring the  performance  of the 2000  smallest  companies in the Russell 3000
Index, representing  approximately 10% of the total market capitalization of the
Russell   3000   Index.   The   Russell   2000   Value   Index   is   a   market
capitalization-weighted  index  measuring the  performance of those Russell 2000
companies with lower price-to-book ratios and lower forecasted growth values. An
index does not  include  transaction  costs  associated  with buying and selling
securities or any mutual fund expenses. It is not possible to invest directly in
an index.

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

              Inception                                  Performance
               Date of     1 year   5 year   10 year    Since 10/1/1993
                Class
Institutional  6/30/2000    0.99%   14.08%     N/A       11.43%
 Service
Russell 2000               21.26%   16.69%     N/A       13.26%
Russell 2000 Value         -1.49%   13.14%     N/A       10.61%

*Historical  performance shown for  Institutional  Service shares prior to their
inception is based on the  performance  of Class Y, the original  class offered.
Class Y shares are not offered in this prospectus.  These historical returns for
Institutional Service shares have not been adjusted to reflect the effect of the
class' 12b-1 fees. These fees are 0.25% for Institutional  Service shares. Class
Y does not pay 12b-1 fees. 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.

You pay no shareholder transaction fees.

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

                                                    Total Fund
              Management   12b-1        Other        Operating
                 Fees        Fees      Expenses     Expenses++
Institutional    0.90%      0.25%       0.43%          1.58%
Service
+Estimated for the fiscal year ending 7/31/2001.
++The Fund's  investment  advisor has agreed to waive its  management fee and/or
reimburse  expenses for a period of two years beginning in July 2000 in order to
limit Total Fund Operating Expenses to 1.55%.

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
reinvestment of all dividends and distributions. Your actual costs may be higher
or lower.

Example of Fund Expenses

  After:
1 year        $161
3 years       $499
5 years       $860
10 years      $1,878

3     GROWTH AND INCOME FUNDS
<PAGE>

THE FUND'S INVESTMENT ADVISOR

An investment  advisor  manages the 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 $242.76  billion in  consolidated  assets as of
10/31/2000.  First Union  Corporation  is located at 301 South  College  Street,
Charlotte, North Carolina 28288-0013.

Evergreen Investment  Management Company (EIMC) is the investment advisor to the
Fund.  EIMC has been managing  mutual funds and private  accounts since 1932 and
currently  manages over $12.4 billion in assets for 29 of the  Evergreen  Funds.
EIMC is located at 200 Berkeley Street, Boston, Massachusetts 02116-5034.

For the  fiscal  year ended  7/31/2000,  the Fund paid its  previous  investment
advisor an  aggregate  advisory  fee of 0.95% of its average  net assets.  As of
1/3/2000,  the Fund's contractual advisory fee was reduced in order to offset an
increase in the Fund's administrative  service fee to an annual rate of 0.10% of
the Fund's average daily net assets.  Effective  11/1/2000 the Fund's investment
advisory contract was transferred to EIMC. There were no changes in advisory fee
rates.

The Fund will pay EIMC an annual  contractual  advisory  fee based on the Fund's
average daily net assets.

THE FUND'S PORTFOLIO MANAGER

Jordan Alexander,  CFA, has managed or co-managed the Fund since April 1999. Mr.
Alexander has been associated with EIMC since November 2000. From September 1998
until he joined EIMC, he was an assistant portfolio manager with Evergreen Asset
Management  Corp. From 1995 to 1998, Mr.  Alexander was an associate  healthcare
analyst at PaineWebber Incorporated.

Calculating The Share Price

The value of one share of the Fund,  also known as the net asset value,  or NAV,
is calculated on each day the New York Stock Exchange is open at 4 p.m.  Eastern
time or as of the time the Exchange closes, if earlier.  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 the 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.

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.

4     GROWTH AND INCOME FUNDS
<PAGE>

HOW TO CHOOSE THE SHARE CLASS THAT BEST SUITS YOU

After choosing a Fund, you select a share class.  The Fund offers five different
share classes. Only Institutional Service shares are offered in this prospectus.

Institutional  Service  shares  are sold  without a  front-end  sales  charge or
contingent   deferred   sales  charge.   The  minimum   initial   investment  in
Institutional  Service  shares is $1  million,  which  may be waived in  certain
situations. There is no minimum amount required for subsequent purchases.

The Fund's Institutional  Service shares incur an annual service fee of 0.25% of
the  average  daily net assets of the class for  personal  service  rendered  to
shareholders and /or the maintenance of accounts.


5     GROWTH AND INCOME FUNDS
<PAGE>

HOW TO BUY SHARES

Institutional investors may buy shares through broker-dealers, banks and certain
other  financial  intermediaries,  or directly  through the Fund's  distributor,
Evergreen Distributor, Inc. (EDI).

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

By Phone             o      Call 1-800-343-2898 to set up an account number and      o     Call the Evergreen Express Line
                            get wiring instructions (call before 12 noon if you            at 1-800-346-3858 24 hours a day or
                            want wired funds to be credited that day).                     to speak with an Evergreen professional
                     o      Instruct your bank to wire or transfer your purchase           call 1-800-343-2898 between 8 a.m. and
                            (they may charge a wiring fee).                                6 p.m. Eastern time, on any business day.
                     o      Complete the account application and mail to:            o     If your bank account is set up on
                            Postal Service Address:        Overnight Address:              file, you can request either:
                            Evergreen Service Company      Evergreen Service Company        - Federal Funds Wire (offers
                            P.O. Box 2121                  200 Berkeley St.                 immediate access to funds) or
                            Boston, MA 02116-9970          Boston, MA 02116-5034            - 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  Fund's account
                            by  contacting  your   investment   professional  or
                            calling    the    Evergreen    Express    Line    at
                            1-800-346-3858.**
                     o      You can only exchange shares within the same class
                            and accounts with the same registration.
                     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 no 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   "Exceptions:Redemption
                            Requests That Require A Signature  Guarantee" on the
                            next page).
</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  and/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,  unless the account has been
subject to a previous sales charge.

6     GROWTH AND INCOME FUNDS
<PAGE>

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 to speak with an Evergreen professional
                        call 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  and/or  monitored for
                       your  protection.  We are not  responsible  for acting on
                       telephone orders we believe are genuine.
                  o    See  "Exceptions:  Redemption  Requests  That  Require  A
                       Signature Guarantee" below for requests that must be made
                       in writing with your signature guaranteed.

Write Us          You can mail a redemption request to:
                     Postal Service Address:       Overnight Address:
                     Evergreen Service Company     Evergreen Service Company
                     P.O. Box 2121                 200 Berkeley St.
                     Boston, MA  02106-9970        Boston, MA  02116-5034
                  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:  Redemption  Requests  That  Require  A
                       Signature  Guarantee"  below  for  requests  that must be
                       signature guaranteed.

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

* 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 and/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.
** 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.

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, under certain circumstances,  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 million.

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.
o   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)
    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 of Guarantee:
o        Commercial Bank
o        Trust Company
o        Savings Association
o        Credit Union
o        Member of a U.S. stock exchange
7     GROWTH AND INCOME FUNDS
<PAGE>

OTHER SERVICES

Evergreen Express Line
1-800-346-3858
Use our automated,  24-hour  service to check the value of your  investment in a
Fund; purchase,  redeem or exchange Fund shares; find the 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.

Telephone Investment Plan
You may make additional  investments  electronically in an existing Fund account
in 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.

THE TAX CONSEQUENCES OF INVESTING IN THE FUND

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 Fund will distribute two types of taxable income to you:

o    Dividends.  To the extent the regular dividends are derived from investment
     income that is not tax-exempt,  or from short-term  capital gains, you will
     have to  include  them in your  federal  taxable  income.  The Fund  pays a
     quarterly  dividend  from the  dividends,  interest and other income on the
     securities in which it invests.

o    Capital  Gains.  When a mutual  fund sells a security it owns for a profit,
     the result is a capital gain. The Fund generally distributes 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 the 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  gain or loss 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

8     GROWTH AND INCOME FUNDS
<PAGE>

year. Please consult your own tax advisor for further information  regarding the
federal, state and local tax consequences of an investment in the Fund.


FEES AND EXPENSES OF THE FUND

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

Management Fee
The management fee pays for the normal expenses of managing the Fund,  including
portfolio  manager  salaries,   research  costs,  sub-advisory  fees,  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  Institutional  Service  shares.  Up to 0.75% of the  Institutional  Service
shares'  average  daily  net  assets  may be  payable  as 12b-1  fees.  However,
currently  the 12b-1  fees are  limited  to 0.25% of the  Institutional  Service
shares'  average  daily net assets.  These fees will  increase  the cost of your
investment. The Fund may use 12b-1 fees as a "service fee" to pay broker-dealers
for additional shareholder services and/or the maintenance of accounts.

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: i) your total
return in the Fund is  reduced in direct  proportion  to the fees;  ii)  expense
ratios can vary greatly  between  funds and fund  families,  from under 0.25% to
over 3.00%;  and iii) the Fund's  investment  advisor may waive a portion of the
Fund's expenses for a period of time, reducing its expense ratio.

9     GROWTH AND INCOME FUNDS
<PAGE>

FINANCIAL HIGHLIGHTS

This section looks in detail at the results for one share in each share class of
the Fund--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 for
the Fund have been derived from financial  information  audited by KPMG LLP, the
Fund's  independent  auditors.  For a complete  picture of the Fund's  financial
statements,  please see the Fund's  Annual  Report as well as the  Statement  of
Additional Information.


                                   EVERGREEN
                              Small Cap Value Fund

<TABLE>
<CAPTION>
                                                    Year Ended
                                                 July 31, 2000 (a)
<S>                                              <C>
INSTITUTIONAL SERVICE SHARES
Net asset value, beginning of period                  $15.61
                                                      ------
Income from investment operations
Net investment income                                   0.00
Net realized and unrealized gains on securities        (0.18)
                                                      ------
Total from investment operations                       (0.18)
                                                      ------
Net asset value, end of period                        $15.43
                                                      ------
Total return                                           (1.15%)
Ratios and supplemental data
Net assets, end of period (thousands)                 $1,355
Ratios to average net assets
 Expenses++                                             1.78%+
 Net investment loss                                   (0.02%)+
Portfolio turnover rate                                  138%
</TABLE>
(a)  For the period from June 30, 2000 (commencement of class operations) to
     July 31, 2000.
+    Annualized.
++   Ratio of expenses to average net assets includes fee waivers and excludes
     expense reductions.

10    GROWTH AND INCOME FUNDS
<PAGE>

OTHER FUND PRACTICES

The Fund may invest in futures and options which are forms of derivatives.  Such
practices are used to hedge the Fund's  portfolio to protect  against changes in
interest rates, to maintain the Fund's exposure to its market, to manage cash or
to attempt to increase  income.  Although this is intended to increase  returns,
these practices may actually reduce returns or increase volatility.

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

11    GROWTH AND INCOME FUNDS
<PAGE>

EVERGREEN FUNDS

Select Money Market Trust
Select Money Market Fund
Select Treasury Money Market Fund
Select Municipal Money Market Fund
Select 100% Treasury Money Market Fund
Select U.S. Government Money Market Fund

Select Fixed Income Trust
Select Adjustable Rate Fund
Select Core Bond Fund
Select Fixed Income Fund
Select Fixed Income Fund II
Select High Yield Bond Fund
Select Income Plus Fund
Select Intermediate Term Municipal Bond Fund
Select International Bond Fund
Select Limited Duration Fund

Select Equity Trust
Select Balanced Fund
Select Core Equity Fund
Equity Index Fund
Select Secular Growth Fund
Select Small Cap Growth Fund
Special Equity Fund
Select Strategic Growth Fund
Select Strategic Value Fund

Equity Trust
Small Cap Value Fund
Stock Selector Fund

Express Line
800.346.3858

Investor Services
800.343.2898

www.evergreen-funds.com

12    GROWTH AND INCOME FUNDS
<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  02106-9970
     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 St.
     Boston, MA  02116-5034

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 invest in.

     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 each Fund you invest in twice a year.

     Tax Forms -- Each  January you will  receive any Fund tax  information  you
     need to  include  with  your  tax  returns  as well  as the  Evergreen  Tax
     Information Guide.

<PAGE>

For More Information About the Fund, Ask for:

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

The  Statement of Additional  Information  (SAI),  which  contains more detailed
information  about the policies  and  procedures  of the Fund.  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  professional.  We
will mail material within three business days.

 Information  about the Fund  (including the SAI) is also available on the SEC's
Internet  web  site  at  http://www.sec.gov.  Copies  of  this  material  may be
obtained,  for a duplication  fee by writing the SEC Public  Reference  Section,
Washington,  D.C.  20549-6009,  or by electronic request at the following e-mail
address:  [email protected].  This  material can also be reviewed and copied at
the SEC's Public Reference Room in Washington,  D.C. For more information  about
the operation of the Public Reference Room, call the SEC at 1-800-SEC-0330.


                           Evergreen Distributor, Inc.

                                 90 Park Avenue

                            New York, New York 10016



                                                         SEC File No.:811-08413

<PAGE>

                                     PART B

                       STATEMENT OF ADDITIONAL INFORMATION
                             GROWTH AND INCOME FUNDS


<PAGE>

                             EVERGREEN EQUITY TRUST

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

                             GROWTH AND INCOME FUNDS

                       STATEMENT OF ADDITIONAL INFORMATION

                                December 1, 2000

                   Evergreen Blue Chip Fund ("Blue Chip Fund")
               Evergreen Equity Income Fund ("Equity Income Fund")
           Evergreen Growth and Income Fund ("Growth and Income Fund")
             Evergreen Small Cap Value Fund ("Small Cap Value Fund")
                       Evergreen Value Fund ("Value Fund")
                     (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 prospectus  dated December 1, 2000 for the Fund
in which you are making or  contemplating  an investment.  The Funds are offered
through two separate  prospectuses:  one offering  Class A, Class B, Class C and
Class Y shares of each Fund and one  offering  Institutional  Service  shares of
Small Cap Value Fund. You may obtain the prospectus by calling (800) 343-2898 or
downloading it off out 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 July 31, 2000.  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...................................................................1-7
PERFORMANCE................................................................1-12
SERVICE PROVIDERS..........................................................1-13
FINANCIAL STATEMENTS.......................................................1-15

PART 2

ADDITIONAL INFORMATION ON SECURITIES AND INVESTMENT PRACTICES..............2-1
PURCHASE AND REDEMPTION OF SHARES..........................................2-19
SALES CHARGE WAIVERS AND REDUCTIONS........................................2-22
PRICING OF SHARES..........................................................2-25
PERFORMANCE CALCULATIONS...................................................2-26
PRINCIPAL UNDERWRITER......................................................2-27
DISTRIBUTION EXPENSES UNDER RULE 12b-1.....................................2-28
TAX INFORMATION............................................................2-31
BROKERAGE..................................................................2-34
ORGANIZATION...............................................................2-35
INVESTMENT ADVISORY AGREEMENT..............................................2-36
MANAGEMENT OF THE TRUST....................................................2-37
CORPORATE AND MUNICIPAL BOND RATINGS.......................................2-41
ADDITIONAL INFORMATION.....................................................2-51


<PAGE>

                                     PART 1

                                  TRUST HISTORY

         The  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 the Trust. A copy of the  Declaration of Trust is on file
as an  exhibit to the  Trust's  Registration  Statement,  of which this SAI is a
part.  On July 24,  2000,  Evergreen  Income and Growth Fund changed its name to
Evergreen Equity Income Fund.

                               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 Fund's practices may change accordingly
without a shareholder  vote.  Unless  otherwise  stated,  all  references to the
assets of the Fund are in terms of current market value.

         1.  Diversification

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

         Further Explanation of Diversification Policy:

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

         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).

         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 U.S. 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  section 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 Instruments
U.S. Government Securities
When-Issued, Delayed-Delivery and Forward Commitment Transactions (not
  applicable to Growth and Income Fund and Small Cap Value Fund)
Repurchase Agreements
Reverse Repurchase Agreements (not applicable to Growth and Income Fund)
Securities Lending
Convertible Securities
Warrants (applicable only to Blue Chip Fund)
Swaps, Caps, Floors and Collars
Options and Futures Strategies
Foreign Securities
Foreign  Currency  Transactions  (not applicable to Growth and Income Fund) High
Yield,  High Risk Bonds  (applicable  only to Equity  Income Fund)  Illiquid and
Restricted  Securities  Investment  in Other  Investment  Companies
Short Sales (applicable  only to Growth and Income  Fund)
Payment-in-kind  Securities
Zero Coupon "Stripped" Bonds (applicable only to Growth and Income Fund)
Real Estate Investment Trusts (applicable only to Equity Income Fund and
  Small Cap Value Fund)
Limited Partnerships (applicable only to Blue Chip Fund)

                        PRINCIPAL HOLDERS OF FUND SHARES

         As of November 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.

         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 November 1, 2000.

<PAGE>

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

                Blue Chip Fund
                Class A shares
                ----------------------------------------------------------------
                ---------------------------------------------- -----------------
                None
                ---------------------------------------------- -----------------
                ----------------------------------------------------------------

                Blue Chip Fund
                Class B shares
                ----------------------------------------------------------------
                ---------------------------------------------- -----------------
                None
                ---------------------------------------------- -----------------
                ----------------------------------------------------------------

                Blue Chip Fund
                Class C shares
                ----------------------------------------------------------------
                ---------------------------------------------- -----------------
                None
                ---------------------------------------------- -----------------
                ---------------------------------------------- -----------------

                Blue Chip Fund
                Class Y shares
                ---------------------------------------------- -----------------
                ---------------------------------------------- -----------------
                First Union National Bank                            72.02%
                Cash Account
                Trust Accounts
                1525 West Wt Harris Boulevard
                Charlotte, NC 28288-1076
                ---------------------------------------------- -----------------
                ---------------------------------------------- -----------------
                First Union National Bank                            13.22%
                Reinvest Account
                Trust Accounts
                1525 West Wt Harris Boulevard
                Charlotte, NC 28288-1076
                ---------------------------------------------- -----------------
                ---------------------------------------------- -----------------
                First Union National Bank                            5.60%
                401K Accounts
                1525 West Wt Harris Boulevard
                Charlotte, NC 28288
                ---------------------------------------------- -----------------

<PAGE>

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

                Equity Income Fund
                Class A shares
                ----------------------------------------------------------------
                ---------------------------------------------- -----------------
                None
                ---------------------------------------------- -----------------
                ----------------------------------------------------------------

                Equity Income Fund
                Class B shares
                ----------------------------------------------------------------
                ---------------------------------------------- -----------------
                None
                ---------------------------------------------- -----------------
                ----------------------------------------------------------------

                Equity Income Fund
                Class C shares
                ----------------------------------------------------------------
                ---------------------------------------------- -----------------
                MLPF&S For the Sole Benefit Of Its Customers         11.60%
                Attn: Fund Administration
                4800 Deer Lake Drive E.
                2nd Floor
                Jacksonville, FL 32246-6484
                ---------------------------------------------- -----------------
                ----------------------------------------------------------------

                Equity Income Fund
                Class Y shares
                ----------------------------------------------------------------
                ---------------------------------------------- -----------------
                None
                ---------------------------------------------- -----------------
                ----------------------------------------------------------------

                Growth and Income Fund
                Class A shares
                ----------------------------------------------------------------
                ---------------------------------------------- -----------------
                None
                ---------------------------------------------- -----------------
                ----------------------------------------------------------------

                Growth and Income Fund
                Class B shares
                ----------------------------------------------------------------
                ---------------------------------------------- -----------------
                None
                ---------------------------------------------- -----------------
                ----------------------------------------------------------------

                Growth and Income Fund
                Class C shares
                ----------------------------------------------------------------
                ---------------------------------------------- -----------------
                MLPF&S For The Sole Benefit Of Its Customers         15.95%
                Attn: Fund Administration
                4800 Deer Lake Drive E.
                2nd Floor
                Jacksonville, FL 32246-6484
                ---------------------------------------------- -----------------
                ----------------------------------------------------------------

                Growth and Income Fund
                Class Y shares
                ----------------------------------------------------------------
                ---------------------------------------------- -----------------
                First Union National Bank                            33.23%
                Reinvestment Account
                Trust Accounts
                1525 West Wt Harris Boulevard
                Charlotte, NC 28288-1076
                ---------------------------------------------- -----------------
                ---------------------------------------------- -----------------
                First Union National Bank                            21.42%
                Cash Account
                Trust Accounts
                1525 West Wt Harris Boulevard
                Charlotte, NC 28288-1076
                ---------------------------------------------- -----------------
                ---------------------------------------------- -----------------
                First Union National Bank                            18.36%
                401K Accounts
                1525 West Wt Harris Boulevard
                Charlotte, NC 28288
                ---------------------------------------------- -----------------
                ----------------------------------------------------------------

                Small Cap Value Fund
                Class A shares
                ----------------------------------------------------------------
                ---------------------------------------------- -----------------
                Fidelity Investment Institutional                    8.10%
                Operations Company Inc as Agent for Rothschild
                North America Inc
                401(k) and Profit Sharing Plan
                100 Magellan Way
                Covington, KY 41015-1987
                ---------------------------------------------- -----------------
                ---------------------------------------------- -----------------
                Fidelity Investments Institutional Operations        7.65%
                Company Inc as Agent for Service Experts Inc
                401(k) Plan
                100 Magellan Way
                Covington, KY 41015-1987
                ---------------------------------------------- -----------------
                ----------------------------------------------------------------

                Small Cap Value Fund
                Class B shares
                ----------------------------------------------------------------
                ---------------------------------------------- -----------------
                MLPF&S For The Sole Benefit Of Its Customers         8.01%
                Attn: Fund Administration
                4800 Deer Lake Drive E.
                2nd Floor
                Jacksonville, FL 32246-6484
                ---------------------------------------------- -----------------
                ----------------------------------------------------------------

                Small Cap Value Fund
                Class C shares
                ----------------------------------------------------------------
                ---------------------------------------------- -----------------
                MLPF&S For The Sole Benefit Of Its Customers         14.79%
                Attn: Fund Administration
                4800 Deer Lake Drive E.
                2nd Floor
                Jacksonville, FL 32246-6484
                ---------------------------------------------- -----------------
                ----------------------------------------------------------------

                Small Cap Value Fund
                Class Y shares
                ----------------------------------------------------------------
                ---------------------------------------------- -----------------
                First Union National Bank                            65.57%
                Reinvest Account
                Trust Accounts
                1525 West Wt Harris Boulevard
                Charlotte, NC 28288-1076
                ---------------------------------------------- -----------------
                ---------------------------------------------- -----------------
                First Union National Bank                            31.75%
                Cash Account
                Trust Accounts
                1525 West Wt Harris Boulevard
                Charlotte, NC 28288-1076
                ---------------------------------------------- -----------------
                ----------------------------------------------------------------

                Value Fund
                Class A shares
                ----------------------------------------------------------------
                ---------------------------------------------- -----------------
                None
                ---------------------------------------------- -----------------
                ----------------------------------------------------------------

                Value Fund
                Class B shares
                ----------------------------------------------------------------
                ---------------------------------------------- -----------------
                None
                ---------------------------------------------- -----------------
                ----------------------------------------------------------------

                Value Fund
                Class C shares
                ----------------------------------------------------------------
                ---------------------------------------------- -----------------
                Donaldson Lufkin Jenrette                            15.29%
                Securities Corporation Inc.
                P.O. Box 2052
                Jersey City, NJ 07303-9998
                ---------------------------------------------- -----------------
                ---------------------------------------------- -----------------
                Douglas M. Ellingson TTEE                             7.78%
                Ellingson Irrevocable Trust
                1833 East Carver Street
                Tempe, AZ 85284-2509
                ---------------------------------------------- -----------------
                ---------------------------------------------- -----------------
                Douglas Luther Mons Ellingsworth TTEE                 6.78%
                Douglas Luther Mons Ellingsworth
                Revocable Living Trust
                1833 East Carver Street
                Tempe, AZ 85284-2509
                ---------------------------------------------- -----------------
                ----------------------------------------------------------------

                Value Fund
                Class Y shares
                ----------------------------------------------------------------
                ---------------------------------------------- -----------------
                First Union National Bank                            58.01%
                Trust Accounts
                Attn: Ginny Batten
                11th Floor
                301 South Tyron Street
                Charlotte, NC 28202-1915
                ---------------------------------------------- -----------------
                ---------------------------------------------- -----------------
                First Union National Bank                            29.26%
                Trust Accounts
                Attn: Ginny Batten
                11th Floor
                301 South Tyron Street
                Charlotte, NC 28202-1915
                ---------------------------------------------- -----------------


                                    EXPENSES
Advisory Fees


                  Evergreen   Investment   Management   Company   (EIMC)is   the
investment advisor to the Funds. For more information,  see "Investment Advisory
Agreements" in Part 2 of this SAI.

         EIMC is entitled to receive  from Blue Chip Fund an annual fee based on
the Fund's average daily net assets, as follows:

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

                  Average Daily Net Assets                 Fee
                  ---------------------------------- -----------------
                  ---------------------------------- -----------------

                         first $100 million               0.61%
                  ---------------------------------- -----------------
                  ---------------------------------- -----------------

                          next $100 million               0.56%
                  ---------------------------------- -----------------
                  ---------------------------------- -----------------

                          next $100 million               0.51%
                  ---------------------------------- -----------------
                  ---------------------------------- -----------------

                          next $100 million               0.46%
                  ---------------------------------- -----------------
                  ---------------------------------- -----------------

                          next $100 million               0.41%
                  ---------------------------------- -----------------
                  ---------------------------------- -----------------

                          next $500 million               0.36%
                  ---------------------------------- -----------------
                  ---------------------------------- -----------------

                          next $500 million               0.31%
                  ---------------------------------- -----------------
                  ---------------------------------- -----------------

                          over $1.5 billion               0.26%
                  ---------------------------------- -----------------

         EIMC is entitled to receive from Equity Income Fund,  Growth and Income
Fund and Small Cap Value Fund an annual fee based on the  Fund's  average  daily
net assets, as follows:

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

                  Average Daily Net Assets           Fee
                  ---------------------------------- -----------------
                  ---------------------------------- -----------------

                         first $750 million               0.90%
                  ---------------------------------- -----------------
                  ---------------------------------- -----------------

                          next $250 million               0.80%
                  ---------------------------------- -----------------
                  ---------------------------------- -----------------

                           over $1 billion                0.70%
                  ---------------------------------- -----------------

         EIMC is entitled to receive  from the Value Fund an annual fee equal to
0.42% of the average daily net assets of the Fund.

         Prior to 11/1/2000 the investment advisor for the Equity Income Fund,
Growth and Income Fund and Small Cap Value Fund was Evergreen Asset Management
Corp. (EAMC).

         Prior to  11/1/2000  the  investment  advisor  for the  Value  Fund was
Evergreen Investment Management (EIM).


<PAGE>

Advisory Fees Paid

         Below are the  advisory  fees accrued or paid by each Fund for the last
three fiscal years or periods.  Amounts paid by Equity  Income Fund,  Growth and
Income  Fund,  Small Cap  Value  Fund and  Value  Fund were paid to each  Fund's
previous investment advisor.

--------------------------------------------------------------------------------
Fund/Fiscal Year or Period         Advisory Fees Paid or      Advisory Fees
                                          Accrued                Waived
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Year Ended July 31, 2000
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Blue Chip Fund                         $4,052,109                   $0
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Equity Income Fund                     $9,045,828                $10,198
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Growth and Income Fund                $13,764,717                   $0
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Small Cap Value Fund                   $1,832,163                 $2,744
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Value Fund                             $3,548,365                   $0
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Year Ended July 31, 1999
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Blue Chip Fund                         $2,858,644                   $0
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Equity Income Fund                     $8,634,036                   $0
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Growth and Income Fund                $17,519,113                   $0
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Small Cap Value Fund                   $2,765,667                   $0
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Value Fund                             $4,710,657                   $0
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Year or Period Ended July 31, 1998
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Blue Chip Fund (1)                     $2,052,676                   $0
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Equity Income Fund                     $9,685,921                   $0
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Growth and Income Fund                $16,275,918                   $0
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Small Cap Value Fund                   $2,055,006                   $0
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Value Fund                             $7,023,408                   $0
--------------------------------------------------------------------------------

(1) For the eleven months ended July 31, 1998.  The Fund changed its fiscal year
end from August 31 to July 31, effective July 31, 1998.


Brokerage Commissions

Below are the brokerage  commissions paid by each Fund and brokerage commissions
paid by the applicable Funds to Lieber & Company, an indirect wholly-owned
subsidiary of First Union National Bank ("FUNB"), the Fund's former
sub-advisor, for the last three  fiscal  years or  periods. For more information
regarding brokerage commissions, see "Brokerage" in Part 2 of this SAI.

--------------------------------------------------------------------------------
Fund/Fiscal Year or Period      Total Paid to All Brokers   Total Paid to Lieber
                                                               & Company
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Year Ended July 31, 2000
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Blue Chip Fund                     $1,942,712                    $0
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Equity Income Fund                 $3,233,802                 $712,353
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Growth and Income Fund             $2,734,623                $1,624,351
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Small Cap Value Fund                 $646,697                  $242,766
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Value Fund                         $1,652,983                    $0
--------------------------------------------------------------------------------

<PAGE>

--------------------------------------------------------------------------------
Year Ended July 31, 1999
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Blue Chip Fund                     $1,128,579                    $0
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Equity Income Fund                 $2,647,692                $1,734,853
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Growth and Income Fund             $2,254,572                $2,145,290
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Small Cap Value Fund                 $410,670                  $322,591
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Value Fund                         $2,327,193                    $0
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Year or Period Ended July 31, 1998
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Blue Chip Fund (1)                   $722,562                     $0
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Equity Income Fund                 $2,839,407                $1,762,628
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Growth and Income Fund             $1,527,103                $1,460,628
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Small Cap Value Fund                 $382,504                  $305,340
--------------------------------------------------------------------------------
Value Fund                         $2,277,475                    $0
--------------------------------------------------------------------------------

(1) For the eleven months ended July 31, 1998.  The Fund changed its fiscal year
end from August 31 to July 31, effective July 31, 1998.


Percentage of Brokerage Commissions Paid to Lieber & Company

         The table below shows, for the fiscal year ended July 31, 2000, (1) the
percentage of aggregate  brokerage  commissions  paid by each applicable Fund to
Lieber and Company (2) the percentage  of each  applicable Fund's aggregate
dollar amount of commissionable transactions effected through Lieber & Company.
For more information, see "Selection of Brokers" under "Brokerage" in Part 2 of
this SAI.

--------------------------------------------------------------------------------
                                                               Percentage of
                                    Percentage of            Commissionable
               Fund             Commissions to Lieber &    Transactions through
                                      Company              Lieber & Company
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Equity Income Fund                    22.03%                    3.53%
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Growth and Income Fund                59.40%                   30.30%
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Small Cap Value Fund                  37.54%                    4.03%
--------------------------------------------------------------------------------

Portfolio Turnover

         The Funds  generally  do not take  portfolio  turnover  into account in
making investment  decisions.  This means the Funds 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 Funds and
their  shareholders.  It may also  result in the  Funds  realizing  greater  net
short-term  capital gains,  distributions from which are taxable to shareholders
as ordinary income.

<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.

--------------------------------------------------------------------------------
Fiscal Year or Period/Fund       Total Underwriting         Underwriting
                                    Commissions        Commissions Retained
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Year Ended July 31, 2000
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
 Blue Chip Fund                     $9,899,020                $157,198
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
 Equity Income Fund                   $146,204                  $2,012
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
 Growth and Income Fund             $1,175,105                 $16,212
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
 Small Cap Value Fund                 $249,144                      $0
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
 Value Fund                           $416,107                  $7,276
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Year Ended July 31, 1999
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Blue Chip Fund                      $1,387,879                 $55,530
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Equity Income Fund                    $145,172                 $11,661
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Growth and Income Fund              $1,065,602                 $36,299
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Small Cap Value Fund                  $472,825                 $35,233
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Value Fund                            $193,003                 $16,490
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Year or Period ended July 31, 1998
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Blue Chip Fund (1)                  $1,989,997                 $23,620
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Equity Income Fund                    $649,901                 $26,252
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Growth and Income Fund             $20,963,554                $603,197
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Small Cap Value Fund                $6,344,098                $182,887
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Value Fund                          $2,716,315                $109,283
--------------------------------------------------------------------------------

(1) For the eleven months ended July 31, 1998.  The Fund changed its fiscal year
end from August 31 to July 31, effective July 31, 1998.


12b-1 Fees

         Below are the 12b-1  fees paid by each Fund for the  fiscal  year ended
July 31, 2000.  For more  information,  see  "Distribution  Expenses  Under Rule
12b-1" in Part 2 of this SAI.
<TABLE>
<CAPTION>
<S>                         <C>            <C>            <C>            <C>            <C>           <C>
------------------------------------------------------------------------------------------------------------------
        Fund                  Class A               Class B                       Class C             Institutional
                                                                                                         Service
                            --------------------------------------------------------------------------------------
                            --------------------------------------------------------------------------------------
                            Service Fees   Distribution   Service Fees   Distribution   Service Fees  Service Fees
                                               Fees                          Fees
------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------
 Blue Chip Fund             $1,108,348      $2,862,946      $954,315         $72,758       $24,253       N/A
------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------
 Equity Income Fund            $85,001      $1,183,146      $394,382         $18,692        $6,231       N/A
------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------
 Growth and Income Fund       $571,352      $5,990,446    $1,996,815        $227,086       $75,696       N/A
------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------
 Small Cap Value Fund         $124,456        $646,656      $215,552        $124,495       $41,499      $73
------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------
 Value Fund                 $1,038,641      $1,974,181      $658,060         $29,471        $9,823       N/A
------------------------------------------------------------------------------------------------------------------
</TABLE>


Trustee Compensation

         Listed below is the Trustee compensation paid by the Trust individually
for the twelve  months ended July 31, 2000 and by the Trust and the ten other
trusts in the Evergreen  Fund Complex for the twelve  months 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 the
                          Aggregate Compensation     Evergreen Fund Complex for
        Trustee          from Trust for fiscal year     the calendar year ended
                             ended 7/31/2000                12/31/1999*
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Laurence B. Ashkin               $5,256                       $75,000
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Charles A. Austin, III           $5,224                       $75,000
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Arnold H. Dreyfuss               $2,657                         $0
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
K. Dun Gifford                   $5,381                       $75,000
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
James S. Howell***               $4,585                       $97,000
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Leroy Keith, Jr.                 $5,257                       $75,000
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Gerald M. McDonnell              $5,285                       $75,000
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Thomas L. McVerry                $5,980                       $85,000
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Louis W. Moelchert, Jr.          $2,657                         $0
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
William Walt Pettit              $5,256                       $75,000
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
David M. Richardson              $5,284                       $75,000
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Russell A. Salton, III           $5,759                       $77,000
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Michael S. Scofield              $7,004                      $102,000
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Richard J. Shima                 $5,284                       $75,000
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Richard K. Wagoner               $2,657                         $0
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

*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                         $11,250
Howell                         $77,600
McDonnell                      $75,000
McVerry                        $85,000
Pettit                         $75,000
Salton                         $77,000
Scofield                       $61,200

**As of January 1, 2000, James S. Howell retired and became Trustee Emeritus.

<PAGE>

                                   PERFORMANCE

Total Return

         Below are the  annual  total  returns  for each  class of shares of the
Funds  (including  applicable  sales  charges)  as of  July  31,2000.  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
         Fund/Class                 One Year             Five Years       Inception Date of    Inception Date of
                                                                                Class                Class
-------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------
Blue Chip Fund (1)
-------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------
Class A                               7.84%                19.67%            14.20%              01/20/1998
-------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------
Class B                               7.40%                18.21%            13.15%              09/11/1935
-------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------
Class C                              10.37%                19.98%            13.85%              01/22/1998
-------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------
Class Y                              13.53%                21.12%            15.04%              04/30/1999
-------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------
Equity Income Fund (2)
-------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------
Class A                              -4.06%                10.01%             9.97%              01/03/1995
-------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------
Class B                              -4.62%                10.00%            10.06%              01/03/1995
-------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------
Class C                              -1.85%                10.27%            10.05%              01/03/1995
-------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------
Class Y                               1.00%                11.36%            10.65%              08/31/1978
-------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------
Growth and Income Fund (2)
-------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------
Class A                               0.99%                13.59%            14.10%              01/03/1995
-------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------
Class B                               0.23%                13.64%            14.20%              01/03/1995
-------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------
Class C                               3.23%                13.89%            14.21%              01/03/1995
-------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------
Class Y                               6.30%                15.01%            14.82%              10/15/1986
-------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------
Small Cap Value Fund (3)
-------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------
Class A                              -5.58%                10.57%            10.08%              01/03/1995
-------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------
Class B                              -6.47%                10.54%            10.19%              01/03/1995
-------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------
Class C                              -3.58%                10.74%            10.15%              01/24/1995
-------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------
Class Y                              -0.59%                11.93%            11.10%              10/01/1993
-------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------
Institutional Service                -0.59%                11.93%            11.10%              06/30/2000
-------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------
Value Fund (4)
-------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------
Class A                              -8.36%                12.33%            11.90%              04/12/1985
-------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------
Class B                              -8.67%                12.35%            11.87%              02/02/1993
-------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------
Class C                              -6.18%                12.61%            11.97%              09/02/1994
-------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------
Class Y                              -3.59%                13.70%            12.73%              01/03/1991
-------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)  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 not been adjusted to reflect
the effect of the each class'  12b-1 fees.  These fees are 0.25% for Class A and
1.00% for  Classes B and C. Class Y does not pay a 12b-1 fee.  If these fees had
been reflected, returns would have been higher.

(2)  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 are 0.25% for Class A
and 1.00% for  Classes B and C. Class Y does not pay a 12b-1 fee.  If these fees
had been reflected,  returns would have been lower.  (3) Historical  performance
shown for Classes A, B, and C and  Institutional  Service  shares 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 and  Institutional  Service
shares have not been  adjusted to reflect the effect of each class'  12b-1 fees.
These fees are 0.25% for Class A and Institutional  Service shares and 1.00% for
Classes  B and C.  Class Y does  not pay a 12b-1  fee.  If  these  fees had been
reflected,  returns would have been lower. (4) 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 are 0.25% for Class A and 1.00% for Classes B and C. 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.


                      COMPUTATION OF CLASS A OFFERING PRICE

         Class A  shares  are sold at the net  asset  value  (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 July 31,  2000.  For more  information,  see  "Purchase,
Redemption and Pricing of Shares."

--------------------------------------------------------------------------------
              Fund           Net Asset Value    Sales Charge    Offering Price
                                Per Share        Per Share         Per Share
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
 Blue Chip Fund                  $34.79            4.75%            $36.52
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
 Equity Income Fund              $20.86            4.75%            $21.90
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
 Growth and Income Fund          $30.72            4.75%            $32.25
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
 Small Cap Value Fund            $15.40            4.75%            $16.17
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
 Value Fund                      $20.68            4.75%            $21.71
--------------------------------------------------------------------------------


                                SERVICE PROVIDERS

Administrator

         Evergreen Investment Services, Inc. (EIS), 200 Berkeley Street, Boston,
Massachusetts  02116,  serves as  administrator  for the  Funds,  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 rate of 0.10% of each Fund's average daily net assets.

         Below are the administrative  fees paid by each Fund for the last three
fiscal periods or years.

----------------------------------------------------------------
          Fund/Fiscal Year            Administrative Fees Paid
----------------------------------------------------------------
----------------------------------------------------------------
Year Ended July 31, 2000
----------------------------------------------------------------
----------------------------------------------------------------
 Blue Chip Fund                                        $524,311
----------------------------------------------------------------
----------------------------------------------------------------
 Equity Income Fund                                    $552,889
----------------------------------------------------------------
----------------------------------------------------------------
 Growth and Income Fund                                $893,099
----------------------------------------------------------------
----------------------------------------------------------------
 Small Cap Value Fund                                   $98,324
----------------------------------------------------------------
----------------------------------------------------------------
 Value Fund                                            $483,028
----------------------------------------------------------------
----------------------------------------------------------------
Year Ended July 31, 1999
----------------------------------------------------------------
----------------------------------------------------------------
 Blue Chip Fund                                         $70,063
----------------------------------------------------------------
----------------------------------------------------------------
 Equity Income Fund                                          $0
----------------------------------------------------------------
----------------------------------------------------------------
 Growth and Income Fund                                      $0
----------------------------------------------------------------
----------------------------------------------------------------
 Small Cap Value Fund                                        $0
----------------------------------------------------------------
----------------------------------------------------------------
 Value Fund                                            $192,070
----------------------------------------------------------------
----------------------------------------------------------------
Year Ended July 31, 1998
----------------------------------------------------------------
----------------------------------------------------------------
 Blue Chip Fund (1)                                     $53,198
----------------------------------------------------------------
----------------------------------------------------------------
 Equity Income Fund                                          $0
----------------------------------------------------------------
----------------------------------------------------------------
 Growth and Income Fund                                      $0
----------------------------------------------------------------
 Small Cap Value Fund                                        $0
----------------------------------------------------------------
 Value Fund                                            $235,670
----------------------------------------------------------------

(1) For the eleven months ended July 31, 1998.  The Fund changed its fiscal year
end from August 31 to July 31, effective July 31, 1998.


Transfer Agent

         Evergreen Service Company (ESC), P.O. Box 2121,  Boston,  Massachusetts
02106-9970,  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 Fund pays ESC annual fees as follows:

       ---------------------------------- ----------------- --------------------
                                            Annual Fee Per     Annual Fee Per
                                            Open Account*     Closed 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 Funds pay ESC cost plus 15% for
         broker accounts.
      ** Closed accounts are maintained on the system in order to facilitate
         historical tax information.

Distributor

         Evergreen  Distributor,  Inc. (EDI), 90 Park Avenue, New York, New York
10016,   markets  the  Funds   through   broker-dealers   and  other   financial
representatives.

<PAGE>

Independent Auditors

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

Custodian

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

Legal Counsel

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


                              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
02106-9970 or by calling (800) 343-2898, or by downloading it off our website at
www.evergreen-funds.com.



<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.

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 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.

                                      2-1
<PAGE>

         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.

                                      2-2
<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

                                      2-3
<PAGE>

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,  bonds
with warrants attached or bonds with 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.

Preferred Stocks

         The Fund may purchase preferred stock.  Preferred stock,  unlike common
stock,  has a stated  dividend  rate  payable from the  corporation's  earnings.
Preferred stock dividends may be cumulative or non-cumulative, participating, or
auction rate. "Cumulative" dividend provisions require all or a portion of prior
unpaid dividends to be paid.

                                      2-4
<PAGE>

         If interest rates rise,  the fixed dividend on preferred  stocks may be
less  attractive,  causing the price of preferred  stocks to decline.  Preferred
stock may have mandatory  sinking fund  provisions,  as well as  call/redemption
provisions  prior to maturity,  which can be a negative  feature  when  interest
rates decline. Preferred stock also generally has a preference over common stock
on the distribution of a corporation's assets in the event of liquidation of the
corporation.  Preferred stock may be "participating"  stock, which means that it
may be entitled to a dividend  exceeding the stated  dividend in certain  cases.
The rights of preferred stock on  distribution of a corporation's  assets in the
event of a liquidation are generally subordinate to the rights associated with a
corporation's debt securities.

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

                                      2-5
<PAGE>

("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.

                                      2-6
<PAGE>

Options and Futures Strategies

         The Fund may at times  seek to hedge  against  either a decline  in the
value of its  portfolio  securities  or an increase  in the price of  securities
which the investment  advisor plans to purchase through the writing and purchase
of options and the purchase or sale of futures  contracts  and related  options.
Expenses and losses incurred as a result of such hedging  strategies will reduce
the Fund's current return.

         The ability of the Fund to engage in the options and futures strategies
described  below  will  depend on the  availability  of liquid  markets  in such
instruments. It is impossible to predict the amount of trading interest that may
exist in various  types of options or futures.  Therefore,  no assurance  can be
given that the Fund will be able to utilize these  instruments  effectively  for
the purposes stated below.

Writing Covered  Options on Securities.  The Fund may write covered call options
and  covered put options on  optionable  securities  of the types in which it is
permitted to invest from time to time as the  investment  advisor  determines is
appropriate in seeking to attain the Fund's investment  objective.  Call options
written  by the Fund give the holder  the right to buy the  underlying  security
from the Fund at a stated exercise price;  put options give the holder the right
to sell the underlying security to the Fund at a stated price.

         The  Fund  may  only  write  call  options  on a  covered  basis or for
cross-hedging  purposes and will only write  covered put  options.  A put option
would be considered  "covered" if the Fund owns an option to sell the underlying
security subject to the option having an exercise price equal to or greater than
the exercise  price of the "covered"  option at all time while the put option is
outstanding.  A call  option  is  covered  if the Fund  owns or has the right to
acquire the  underlying  securities  subject to the call  option (or  comparable
securities  satisfying the cover  requirements  of securities  exchanges) at all
times during the option period. A call option is for  cross-hedging  purposes if
it is not covered,  but is designed to provide a hedge against another  security
which the Fund owns or has the right to acquire.  In the case of a call  written
for  cross-hedging  purposes  or a put  option,  the  Fund  will  maintain  in a
segregated  account  at the  Fund's  custodian  bank  cash  or  short-term  U.S.
government  securities  with  a  value  equal  to or  greater  than  the  Fund's
obligation  under the option.  The Fund may also write  combinations  of covered
puts and covered calls on the same underlying security.

         The Fund will receive a premium from writing an option, which increases
the Fund's return in the event the option  expires  unexercised or is terminated
at a profit.  The amount of the premium will reflect,  among other  things,  the
relationship  of the market  price of the  underlying  security to the  exercise
price of the option,  the term of the option,  and the  volatility of the market
price of the underlying security.  By writing a call option, the Fund will limit
its  opportunity  to  profit  from  any  increase  in the  market  value  of the
underlying  security  above the exercise  price of the option.  By writing a put
option,  the Fund will assume the risk that it may be  required to purchase  the
underlying  security for an exercise  price higher than its then current  market
price,  resulting  in a potential  capital loss if the  purchase  price  exceeds
market price plus the amount of the premium received.

         The Fund may  terminate  an option  which it has  written  prior to its
expiration,  by  entering  into a  closing  purchase  transaction  in  which  it
purchases an option having the same terms as the option  written.  The Fund will
realize a profit (or loss) from such transaction if the cost of such transaction
is less (or more) than the  premium  received  from the  writing of the  option.
Because  increases in the market price of a call option will  generally  reflect
increases in the market price of the  underlying  security,  any loss  resulting
from  the  repurchase  of a call  option  may be  offset  in whole or in part by
unrealized appreciation of the underlying security owned by the Fund.

                                      2-7
<PAGE>

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

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

         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

                                      2-8
<PAGE>

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.

"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.

Limitations.  The Fund will not purchase or sell futures contracts or options on
futures contracts if, as a result, the sum of the initial margin deposits on its
existing futures  contracts and related options  positions and premiums paid for
options  on  futures  contracts  would  exceed 5% of the net  assets of the Fund
unless the transaction meets certain "bona fide hedging" criteria. 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

                                      2-9
<PAGE>

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.

Risks of Options  and  Futures  Strategies.  The  effective  use of options  and
futures  strategies  depends,  among  other  things,  on the  Fund's  ability to
terminate  options and futures  positions at times when the  investment  advisor
deems it desirable to do so.  Although the Fund will not enter into an option or
futures  position  unless the investment  advisor  believes that a liquid market
exists for such option or future,  there can be no assurance  that the Fund will
be  able  to  effect  closing  transactions  at  any  particular  time  or at an
acceptable  price.  The investment  advisor  generally  expects that options and
futures transactions for the Fund will be conducted on recognized exchanges.  In
certain  instances,  however,  the Fund may  purchase  and sell  options  in the
over-the-counter  market.  The staff of the Securities  and Exchange  Commission
(SEC) considers  over-the-counter  options to be illiquid. The Fund's ability to
terminate option  positions  established in the  over-the-counter  market may be
more  limited than in the case of exchange  traded  options and may also involve
the risk that securities  dealers  participating in such transactions would fail
to meet their obligations to the Fund.

         The  use  of  options  and  futures  involves  the  risk  of  imperfect
correlation between movements in options and futures prices and movements in the
price of the securities that are the subject of the hedge. The successful use of
these strategies also depends on the ability of the Fund's investment advisor to
forecast  correctly  interest  rate  movements  and general  stock  market price
movements.  The risk increases as the  composition of the securities held by the
Fund diverges from the composition of the relevant option or futures contract.

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 restructuring 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

                                      2-10
<PAGE>

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.

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

                                      2-11
<PAGE>

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.

                                      2-12
<PAGE>

         (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
(c) 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.

         As a result of an  exemptive  order  received  from the SEC in  January
2000,  the Fund may invest cash  balances in shares of  affiliated  money market
funds in amounts up to 25% of total assets.

                                      2-13
<PAGE>

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  Securities

         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.

                                      2-14
<PAGE>

         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.

U.S. Virgin Islands, Guam and Puerto Rico

         The Fund may  invest  in  obligations  of the  governments  of the U.S.
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 U.S. 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 U.S. 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

                                      2-15
<PAGE>

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.

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  accreted  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

                                      2-16
<PAGE>

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.

                                      2-17
<PAGE>

         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,

                                      2-18
<PAGE>

self  liquidation  and the  possibility  of  failing  to  qualify  for  tax-free
pass-through of income under the Internal  Revenue Code of 1986, as amended (the
"Code") and to maintain  exemption  from the 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 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 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

                                      2-19
<PAGE>

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;  and (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.  These  provisions are generally  intended to
provide additional  job-related incentives to persons who serve the Fund or work
for companies  associated  with the Fund and selected  dealers and agents of the
Fund. Since these persons are in a position to have a basic understanding of the
nature of an investment company as well as a general  familiarity with the Fund,
sales  to  these  persons,  as  compared  to sales  in the  normal  channels  of
distribution,   require  substantially  less  sales  effort.  Similarly,   these
provisions extend the privilege of purchasing shares at net asset value (NAV) to
certain  classes of  institutional  investors who,  because of their  investment
sophistication,  can be expected to require significantly less than normal sales
effort on the part of the Fund and EDI. In addition,  the  provisions  allow the
Fund to be competitive in the mutual fund industry, where similar allowances are
common.

Class B Shares

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

         REDEMPTION TIME                                               CDSC RATE

         Month of purchase and the first 12-month
         period following the month of purchase........................  5.00%
         Second 12-month period following the month of purchase........  4.00%
         Third 12-month period following the month of purchase.........  3.00%
         Fourth 12-month period following the month of purchase........  3.00%
         Fifth 12-month period following the month of purchase.........  2.00%
         Sixth 12-month period following the month of purchase.........  1.00%
         Thereafter....................................................  0.00%

         Class B shares  that have been  outstanding  for seven  years after the
month  of  purchase  will  automatically  convert  to  Class  A  shares  without
imposition of a front-end  sales charge or exchange  fee.  Conversion of Class B
shares  represented by stock  certificates  will require the return of the stock
certificate to Evergreen Service Company (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

                                      2-20
<PAGE>

shares at NAV without an initial sales charge. With certain exceptions, however,
the Fund will  charge a CDSC on shares  you  redeem  within 24 months  after the
month of your purchase, in accordance with the following schedule:

REDEMPTION TIME                                                        CDSC RATE

         Month of purchase and the first 12-month
         period following the month of purchase                          2.00%
         Second 12-month period following the month of purchase          1.00%
         Thereafter                                                      0.00%

           See "Contingent Deferred Sales Charge" below.

         Class C shares purchased  through an omnibus account with certain
broker-dealers will be charged a 1.00%  CDSC if  redeemed  within 12 months
after the month of purchase. Discuss this charge with your investment
professional. Redemptions made thereafter will not be charged a CDSC.

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 Class Y shares of an  Evergreen  Fund (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 NAV without a front-end  or back-end  sales  charge and do
not bear any Rule 12b-1 distribution expenses.

Class S Shares

         Class S shares of the  Evergreen  Money Market Funds are offered at NAV
without an initial or deferred sales charge through certain  broker-dealers  and
financial  institutions  who have  entered  into  selling  agreements  with EDI.
Investors  should  refer to their  broker-dealer  or  financial  institution  as
appropriate for instructions and further information.

Institutional Shares, Institutional Service Shares

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

Contingent Deferred Sales Charge

         The Fund charges a CDSC as reimbursement for certain expenses,  such as
commissions or shareholder  servicing  fees,  that it has incurred in connection
with the sale of its shares  (see  "Distribution  Expenses  Under  Rule  12b-1,"
below).  Institutional 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.

                                      2-21
<PAGE>

                       SALES CHARGE WAIVERS AND REDUCTIONS

         The  following  information  is not  applicable  to Class  S,  Class Y,
Institutional and Institutional Service shares.

         If you are  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 may reduce your initial sales charge if you purchase Class A shares
in multiple Evergreen Funds, excluding Evergreen money market funds, at the same
time.  The combined  dollar  amount  invested  will  determine the initial sales
charge  applied to all your  current  purchases.  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  may  add  the  value  of  all  of  your  existing  Evergreen  Fund
investments in all share classes,  excluding  Evergreen  Money Market funds,  to
determine  the  initial  sales  charge to be  applied  to your  current  Class A
purchase.

         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 may reduce the sales  charge on a current  purchase if you agree to
invest at least  $50,000 in Class A shares of an Evergreen  Fund over a 13-month
period.  You will pay the same  sales  charge  as if you had  invested  the full
amount all at one time. The Fund will hold a certain  portion of your investment
in escrow until your commitment is met.

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;

                                      2-22
<PAGE>

                  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.

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.  a  systematic   withdrawal   from  the  ERISA  plan  of  a
                  shareholder who is at least 59 1/2 years old;

                                  2-23
<PAGE>

                  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 a Systematic  Withdrawal 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 may  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 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.

                                      2-24
<PAGE>

         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 Trust'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.

                                      2-25
<PAGE>

         The  following is the formula used to  calculate  average  annual total
return:

                                [OBJECT OMITTED]

         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:

                        [OBJECT OMITTED] [OBJECT OMITTED]

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

7-Day Current and Effective Yield

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

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

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

                                [OBJECT OMITTED]

                                      2-26
<PAGE>

Tax Equivalent Yield

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

                                [OBJECT OMITTED]

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


                              PRINCIPAL UNDERWRITER

         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.

                                      2-27
<PAGE>

         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, Class S 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,  Class S 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%
                        ------------------------------- ---------------
                        ------------------------------- ---------------
                                   Class S                 0.75%**
                        ------------------------------- ---------------
                        ------------------------------- ---------------
                            Institutional Service           0.75%*
                        ------------------------------- ---------------

                  *Currently  limited to 0.30% or less on Evergreen Money Market
                  Funds and 0.25% or less for all other Evergreen Funds. Of this
                  amount  0.25%  is  to be  used  exclusively  as a  shareholder
                  service fee. See the expense  table in the  prospectus  of the
                  Fund in which you are interested. **Currently limited to 0.60%
                  or less on Evergreen  Money Market Funds. Of this amount 0.25%
                  is to be used exclusively as a shareholder service fee.

         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 in the chart 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, Class S
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                       0.30%*
                                  ----------------------------- --------------
                                  ----------------------------- --------------
                                  Class B                       1.00%
                                  ----------------------------- --------------
                                  ----------------------------- --------------
                                  Class C                       1.00%
                                  ----------------------------- --------------
                                  ----------------------------- --------------
                                  Class S                       0.60%*
                                  ----------------------------- --------------
                                  ----------------------------- --------------
                                  Institutional Service         0.25%*
                                  ----------------------------- --------------

                                      2-28
<PAGE>

         *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 EDI 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
A,  Class B, Class C and Class S 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,  Class S 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

                                      2-29
<PAGE>

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,
Class  S 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, Class S 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, Class S
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, Class S
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, Class S 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  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.

                                      2-30
<PAGE>

                                 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 or  municipal  money  market 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,  municipal money market
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,
municipal  money market 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.

                                      2-31
<PAGE>

         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 or Municipal Money
Market 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").

                                      2-32
<PAGE>

         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.

                                      2-33
<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.

         Masters Fund may incur higher brokerage costs than would be the case if
a single investment advisor or sub-advisor were managing the entire portfolio.

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.

                                      2-34
<PAGE>

         First Union Securities, Inc., an affiliate of the Funds' advisors and a
member of the New York and  American  Stock  Exchanges,  may,  effect  portfolio
transactions on those exchanges for the Funds.

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  following 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

                                      2-35
<PAGE>

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.

Code of Ethics

         The Trust and its various  advisors  have each adopted a code of ethics
pursuant to the  requirements  of Rule 17j-1 of the 1940 Act ("Code of Ethics").
Each of these Codes of Ethics permits Fund personnel to invest in securities for
their own accounts and is on file with, and available from, the SEC.


                          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

                                      2-36
<PAGE>

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

                                      2-37
<PAGE>

the Board, Michael S. Scofield,  K. Dun Gifford and Russell Salton, each of whom
is an Independent  Trustee.  The Executive Committee recommends Trustees to fill
vacancies,  prepares the agenda for Board  Meetings and acts on routine  matters
between scheduled Board meetings.

         Set forth below are the  Trustees  and  officers of the Trust and their
principal  occupations  and  affiliations  over  the  last  five  years.  Unless
otherwise  indicated,  the address for each  Trustee and officer is 200 Berkeley
Street,  Boston,  Massachusetts 02116. Each Trustee is also a Trustee of each of
the other Trusts in the Evergreen Fund complex.

<TABLE>
<CAPTION>
<S>                                  <C>                         <C>
Name                                 Position with Trust         Principal Occupations for Last Five Years

Laurence B. Ashkin                   Trustee                     Real estate developer and construction consultant;
(DOB: 2/28/28)                                                   President of Centrum Equities (real estate development) and
                                                                 Centrum Properties, Inc.(real estate development); Director
                                                                 of Perspective Charter School; Formerly, Director, Mentor
                                                                 Income Fund, Inc.

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 & Company (investment
                                                                 advice); Director, The Andover Companies (insurance);
                                                                 Trustee, Arthritis Foundation of New England; and Director,
                                                                 Health Development Corp.(fitness-wellness centers);
                                                                 Formerly, Director, Mentor Income Fund, Inc.

Arnold H. Dreyfuss                   Trustee                     Partner, Jupiter Ocean and Racquet Tennis Club; Former
(DOB: 9/2/28)                                                    Chairman, Eskimo Pie Corporation (food manufacturer);
                                                                 Formerly, Chairman and Chief Executive Officer, Hamilton
                                                                 Beach/Proctor-Silex, Inc. (small appliance manufacturer).
                                                                 Formerly, Trustee, Mentor Variable Investment Portfolios
                                                                 and Mentor Institutional Trust; Formerly, Director, Mentor
                                                                 Income Fund, Inc. and American's Utility Fund, Inc.

K. Dun Gifford                       Trustee                     Trustee, Treasurer and Chairman of the Finance Committee,
(DOB: 10/23/38)                                                  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); Formerly, Director, Mentor Income Fund, Inc.


                                      2-38
<PAGE>

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; Formerly,
                                                                 Director, Mentor Income Fund, Inc.

Gerald M. McDonnell                  Trustee                     Sales and Marketing Management with Nucor Steel Company;
(DOB: 7/14/39)                                                   Formerly, Director, Mentor Income Fund, Inc.

Thomas L. McVerry                    Trustee                     Former Vice President and Director of Rexham Corporation
(DOB: 8/2/39)                                                    (manufacturing); and Director of Carolina Cooperative
                                                                 Credit Union; Formerly, Director, Mentor Income Fund, Inc.

Louis W. Moelchert, Jr. (DOB:        Trustee                     President, Private Advisors, LLC; Vice President for
12/20/41)                                                        Investments, University of Richmond; Chairman, Investment
                                                                 Committee Virginia Retirement System; former Chairman of the
                                                                 Board   of  the Common Fund; former Board member Common
                                                                 Fund Capital; Board  member Common Fund Institutional
                                                                 Funds; Formerly, Trustee, Mentor Variable Investment
                                                                 Portfolios  and Mentor Institutional Trust; Formerly,
                                                                 Director, Mentor Income Fund, Inc. and American's
                                                                 Utility Fund, Inc.

William Walt Pettit                  Trustee                     Partner in the law firm of William Walt Pettit, P.A.;
(DOB: 8/26/55)                                                   Formerly, Director, Mentor Income Fund, Inc.

David M. Richardson                  Trustee                     President, Richardson, Runden & Company (new business
(DOB: 9/14/41)                                                   development/consulting company); Managing Director, Kennedy
                                                                 Information (executive recruitment information and research
                                                                 company); former Vice Chairman, DHR International, Inc.
                                                                 (executive recruitment); former Senior Vice President,
                                                                 Boyden International Inc. (executive recruitment);
                                                                 Director, Commerce and Industry Association of New Jersey,
                                                                 411 International, Inc. (communications), and J&M Cumming
                                                                 Paper Co.(paper merchandise);. Formerly, Director, Mentor
                                                                 Income Fund, Inc.

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; Formerly, Director,
                                                                 Mentor Income Fund, Inc.

Michael S. Scofield                  Chairman of the Board       Attorney, Law Offices of Michael S. Scofield; Formerly,
(DOB: 2/20/43)                       of Trustees                 Director, Mentor Income Fund, Inc.

                                      2-39
<PAGE>

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; Formerly,
                                                                 Director, Mentor Income Fund, Inc.

Richard K. Wagoner, CFA*             Trustee                     Former Chief Investment Officer, Executive Vice President
(DOB: 12/12/37)                                                  and Head of Capital Management Group, FUNB ; former
                                                                 consultant to the Board of Trustees of the Evergreen Funds;
                                                                 former member, New York Stock Exchange; member, North
                                                                 Carolina Securities Traders Association; member, Financial
                                                                 Analysts Society.

William M. Ennis**                   President                   President and Chief Executive Officer, Evergreen Investment
(DOB: 6/26/60)                                                   Company and Chief Operating Officer, Capital Management
                                                                 Group, FUNB.

Carol Kosel***                       Treasurer                   Senior Vice President, Evergreen Investment Services, Inc.
(DOB: 12/25/63)                                                  and Treasurer, Vestaur Securities, Inc.; former Senior
                                                                 Manager, KPMG LLP.

Michael H. Koonce***                 Secretary                   Senior Vice President and General Counsel, Evergreen
(DOB: 4/20/60)                                                   Investment Services, Inc.; Senior Vice President and
                                                                 Assistant General Counsel,  First Union Corporation;
                                                                 former Senior Vice  President and General Counsel,
                                                                 Colonial Management Associates, Inc.

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

Bryan Haft****                       Vice President              Team Leader, Fund Administration, BISYS Fund Services.

</TABLE>

*This Trustee may be considered an "interested person" of the Fund within the
meaning of the 1940 Act.
** Address: 301 S. Tryon, 12th Floor, Charlotte, NC 28288
***Address: 200 Berkeley Street, Boston, MA 02116
****Address: BISYS, 3435 Stelzer Road, Columbus, Ohio 43219-8001

                                      2-40
<PAGE>

                      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.


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

                                      2-41
<PAGE>

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.

                                      2-42
<PAGE>

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

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

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

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

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

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

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

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

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

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

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

Fitch Corporate Long-Term Bond Ratings

Investment Grade

AAA Highest credit quality.  AAA ratings denote the lowest expectation of credit

                                      2-43
<PAGE>

risk. They are assigned only in case of exceptionally strong capacity for timely
payment  of  financial  commitments.  This  capacity  is highly  unlikely  to be
adversely affected by foreseeable events.

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

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

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

Speculative Grade

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

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

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

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

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

                          CORPORATE SHORT-TERM RATINGS

Moody's Corporate Short-Term Issuer Ratings

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

--  Leading market positions in well-established industries.

                                      2-44
<PAGE>

--  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

                                      2-45
<PAGE>

only  where a default  has  actually  occurred--and  not where a default is only
expected. S&P changes ratings to D either:

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

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

Fitch Corporate Short-Term Obligation Ratings

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

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

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

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

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

D Default. Denotes actual or imminent payment default.


                                 MUNICIPAL BONDS

                                LONG-TERM RATINGS

Moody's Municipal Long-Term Bond Ratings

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

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

                                      2-46
<PAGE>

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,

                                      2-47
<PAGE>

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

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

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

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

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

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

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

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

Fitch Municipal Long-Term Bond Ratings

Investment Grade

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

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

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

                                      2-48
<PAGE>

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.

                                      2-49
<PAGE>

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.

                                      2-50
<PAGE>

S&P Municipal Short-Term Obligation Ratings

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

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

SP-3 Speculative capacity to pay principal and interest.

Fitch Municipal Short-Term Obligation Ratings

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

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

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

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

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

D Default. Denotes actual or imminent payment default.


                             ADDITIONAL INFORMATION

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

         No  dealer,  salesman  or  other  person  is  authorized  to  give  any
information  or  to  make  any   representation  not  contained  in  the  Fund's
prospectus,  SAI or in supplemental  sales literature issued by the Fund or 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.

                                      2-51
<PAGE>

                                     PART B

                       STATEMENT OF ADDITIONAL INFORMATION
                                  UTILITY FUND

<PAGE>

                             EVERGREEN EQUITY TRUST

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

                                  SECTOR FUNDS

                       STATEMENT OF ADDITIONAL INFORMATION

                                December 1, 2000

                         Evergreen Utility Fund (the "Fund")

         The Fund is a series  of  Evergreen  Equity Trust (the "Trust").

         This  Statement  of  Additional  Information  ("SAI")  pertains  to all
classes of shares of the Fund listed above. It is not a prospectus but should be
read in  conjunction  with the  prospectus  dated  December 1, 2000. The Fund is
offered through a single prospectus offering Class A, Class B, Class C and Class
Y shares of the Fund. You may obtain the prospectus 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 Fund 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 Fund's
Annual  Report dated July 31, 2000.  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............................................1-4
EXPENSES....................................................................1-4
PERFORMANCE.................................................................1-7
SERVICE PROVIDERS...........................................................1-7
FINANCIAL STATEMENTS........................................................1-9

PART 2

ADDITIONAL INFORMATION ON SECURITIES AND INVESTMENT PRACTICES...............2-1
PURCHASE AND REDEMPTION OF SHARES...........................................2-19
SALES CHARGE WAIVERS AND REDUCTIONS.........................................2-22
PRICING OF SHARES...........................................................2-24
PERFORMANCE CALCULATIONS....................................................2-25
PRINCIPAL UNDERWRITER.......................................................2-27
DISTRIBUTION EXPENSES UNDER RULE 12b-1......................................2-28
TAX INFORMATION.............................................................2-31
BROKERAGE...................................................................2-34
ORGANIZATION................................................................2-35
INVESTMENT ADVISORY AGREEMENT...............................................2-36
MANAGEMENT OF THE TRUST.....................................................2-38
CORPORATE AND MUNICIPAL BOND RATINGS........................................2-41
ADDITIONAL INFORMATION......................................................2-52


<PAGE>

                                     PART 1

                                  TRUST HISTORY

         The  Trust is an  open-end  management  investment  company,  which was
organized  as a Delaware  business  trust on September  18, 1997.  The Fund is a
diversified  series of the Trust. A copy of the  Declaration of Trust is on file
as an  exhibit to the  Trust's  Registration  Statement,  of which this SAI is a
part.

                               INVESTMENT POLICIES

FUNDAMENTAL INVESTMENT RESTRICTIONS

         The 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

         The  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, the 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

         The Fund will  concentrate its investments in the securities of issuers
primarily  engaged in the  utility  sectors.  The Fund is  required to invest at
least 65% of its total assets in utility industries.

                                      1-1
<PAGE>
         3.  Issuing Senior Securities

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

         4.  Borrowing

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

         Further Explanation of Borrowing Policy:

         The 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.  The Fund may also borrow up to an additional 5% of its total assets from
banks  or  others.  The  Fund  may  borrow  only  as  a  temporary  measure  for
extraordinary or emergency  purposes such as the redemption of Fund shares.  The
Fund may purchase  additional  securities so long as borrowings do not exceed 5%
of its  total  assets.  The Fund may  obtain  such  short-term  credit as may be
necessary for the clearance of purchases and sales of portfolio securities.  The
Fund may purchase  securities  on margin and engage in short sales to the extent
permitted by applicable law.

         5.  Underwriting

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

         6.  Real Estate

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

         The  Fund  may  not  purchase  or  sell  commodities  or  contracts  on
commodities,  except to the extent that the 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

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

         Further Explanation of Lending Policy:

         To generate  income and offset  expenses,  the 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.

                                      1-2
<PAGE>

         When the 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  Fund  may  purchase  and
investment  practices the Fund may use, see the  following  section 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 Fund's prospectus.

Money Market Instruments
U.S. Government Securities
Securities Lending
Convertible Securities
Preferred Stocks
Swaps, Caps, Floors and Collars
When-Issued, Delayed-Delivery and Forward Commitment Transactions
Repurchase Agreements
Reverse Repurchase Agreements
Options and Futures Strategies
Foreign Securities
Foreign Currency Transactions
Illiquid and Restricted Securities
Investment in Other Investment Companies
Payment-in-kind Securities


                        PRINCIPAL HOLDERS OF FUND SHARES

         As of November 1,  2000, the officers and Trustees of the Trust owned
as a group less than 1% of the outstanding shares of any class of the Fund.

         Set forth below is information  with respect to each person who, to the
Fund's  knowledge,  owned  beneficially  or  of  record  more  than  5%  of  the
outstanding shares of any class of the Fund as of November 1, 2000.

                                      1-3
<PAGE>


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

                Utility Fund
                Class A shares
                ----------------------------------------------------------------
                ---------------------------------------------- -----------------
                None
                ---------------------------------------------- -----------------
                ----------------------------------------------------------------

                Utility Fund
                Class B shares
                ----------------------------------------------------------------
                ---------------------------------------------- -----------------
                None
                ---------------------------------------------- -----------------
                ----------------------------------------------------------------

                Utility Fund
                Class C shares
                ----------------------------------------------------------------
                ---------------------------------------------- -----------------
                None
                ---------------------------------------------- -----------------
                ----------------------------------------------------------------

                Utility Fund
                Class Y shares
                ----------------------------------------------------------------
                ---------------------------------------------- -----------------
                First Union National Bank                            56.94%
                Trust Accounts
                Attn: Ginny Batten
                11th Floor
                301 South Tyron Street
                Charlotte, NC 28202-1915
                ---------------------------------------------- -----------------
                ---------------------------------------------- -----------------
                First Union National Bank                            6.59%
                Trust Accounts
                Attn: Ginny Batten
                11th Floor
                301 South Tyron Street
                Charlotte, NC 28202-1915
                ---------------------------------------------- -----------------
                ---------------------------------------------- -----------------
                Khalid Iqbal                                         6.01%
                Fatima Khalid Iqbal
                Unif Gift Min Act Ky
                3504 Lake Side Court
                Somerset, KY 42501
                ---------------------------------------------- -----------------


                                    EXPENSES

Advisory Fees

         Evergreen  Investment  Management  Company  (EIMC)  is  the  investment
advisor to the Fund.  EIMC is  entitled  to receive  from the Fund an annual fee
equal to 0.42% of the average  daily net assets of the Fund.  Prior to 11/1/2000
the investment advisor for the Fund was Evergreen Asset Management Corp. (EAMC).
For more  information,  see "Investment  Advisory  Agreements" in Part 2 of this
SAI.

Advisory Fees Paid

         Below  are the  advisory  fees  accrued  or paid to  EAMC,  the  Fund's
previous investment advisor, by the Fund for the last three fiscal years.

--------------------------------------------------------------------------------
        Fund/Fiscal Year            Advisory Fees Accrued   Advisory Fees Waived
                                          or Paid
--------------------------------------------------------------------------------
Year Ended July 31, 2000                  $1,166,093             $363,022
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Year Ended July 31, 1999                    $745,510             $0
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Year Ended July 31, 1998                    $704,533             $204,617
--------------------------------------------------------------------------------

                                   1-4
<PAGE>

Brokerage Commissions

Below are the brokerage  commissions paid by the Fund and brokerage  commissions
paid by the Fund to Lieber & Company, an indirect wholly-owned subsidiary of
First Union National Bank ("FUNB"), the Fund's former sub-advisor, for the last
three fiscal periods. For more information regarding brokerage  commissions,
see "Brokerage" in Part 2 of this SAI.

--------------------------------------------------------------------------------
Fiscal Year                          Total Paid              Total Paid
                                    to All Brokers        to Lieber & Company
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Year Ended July 31, 2000              $446,017                $136,624
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Year Ended July 31, 1999              $249,350                $0
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Year Ended July 31, 1998              $255,495                $0
--------------------------------------------------------------------------------

Portfolio Turnover

         The Fund  generally  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 their
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.

Underwriting Commissions

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

--------------------------------------------------------------------------------
          Fiscal Year/Fund         Total Underwriting         Underwriting
                                      Commissions        Commissions Retained
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Year Ended July 31, 2000              $2,668,105                $51,963
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Year Ended July 31, 1999                $103,237                   $0
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Year Ended July 31, 1998                $327,363                 $13,944
--------------------------------------------------------------------------------


12b-1 Fees

         Below are the 12b-1  fees paid by the Fund for the  fiscal  year  ended
July 31, 2000.  For more  information,  see  "Distribution  Expenses  Under Rule
12b-1" in Part 2 of this SAI.

--------------------------------------------------------------------------------
        Fund           Class A            Class B              Class C
                   -------------------------------------------------------------
                   -------------------------------------------------------------
                      Service    Distribution   Service   Distribution   Service
                       Fees         Fees         Fees         Fees         Fees
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
 Utility Fund       $468,672     $532,775      $177,592     $22,761       $7,587
--------------------------------------------------------------------------------

                                      1-5
<PAGE>

Trustee Compensation

         Listed below is the Trustee compensation paid by the Trust individually
for the twelve  months ended July 31, 2000 and by the Trust and the ten 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 Fund.
For more information, see "Management of the Trust" in Part 2 of this SAI.

--------------------------------------------------------------------------------
                                                     Total Compensation from the
                         Aggregate Compensation       Evergreen Fund Complex for
           Trustee       from Trust for fiscal year   the calendar year ended
                              ended 7/31/2000*               12/31/1999**
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Laurence B. Ashkin               $5,256                       $75,000
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Charles A. Austin, III           $5,224                       $75,000
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Arnold H. Dreyfuss               $2,657                         $0
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
K. Dun Gifford                   $5,381                       $75,000
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
James S. Howell***               $4,585                       $97,000
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Leroy Keith, Jr.                 $5,257                       $75,000
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Gerald M. McDonnell              $5,285                       $75,000
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Thomas L. McVerry                $5,980                       $85,000
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Louis W. Moelchert, Jr.          $2,657                         $0
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
William Walt Pettit              $5,256                       $75,000
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
David M. Richardson              $5,284                       $75,000
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Russell A. Salton, III           $5,759                       $77,000
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Michael S. Scofield              $7,004                      $102,000
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Richard J. Shima                 $5,284                       $75,000
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Richard K. Wagoner               $2,657                         $0
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

*Values reflect  compensation  received from Growth and Income Funds, the Fund's
previous Fund family.

**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                         $11,250
Howell                         $77,600
McDonnell                      $75,000
McVerry                        $85,000
Pettit                         $75,000
Salton                         $77,000
Scofield                       $61,200

***As of January 31, 2000, James S. Howell retired and became Trustee Emeritus.

                                      1-6
<PAGE>

                                   PERFORMANCE

Total Return

         Below are the annual total returns for each class of shares of the Fund
(including  applicable sales charges) as of July 31,2000.  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
   Fund/Class             One Year        Five Years     Inception Date of      Inception Date of
                                                               Class                  Class
--------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------
Utility Fund (1)
--------------------------------------------------------------------------------------------------
Class A                    15.98%           18.02%             14.58%              01/04/1994
--------------------------------------------------------------------------------------------------
Class B                    15.79%           18.05%             14.60%              01/04/1994
--------------------------------------------------------------------------------------------------
Class C                    18.88%           18.25%             14.67%              09/02/1994
--------------------------------------------------------------------------------------------------
Class Y                    21.98%           19.40%             15.71%              02/28/1994
--------------------------------------------------------------------------------------------------
</TABLE>

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


                      COMPUTATION OF CLASS A OFFERING PRICE

         Class A shares  are sold at the net asset  value  ("NAV")  plus a sales
charge.  Below is an example of the method of computing  the  offering  price of
Class A shares of the Fund. The example  assumes a purchase of Class A shares of
the Fund  aggregating less than $50,000 based upon the NAV of the Fund's Class A
shares at the end of the Fund's latest fiscal period. For more information,  see
"Purchase, Redemption and Pricing of Shares."

--------------------------------------------------------------------------------
       Fund               Net Asset Value    Sales Charge    Offering Price
                            Per Share        Per Share         Per Share
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
 Utility Fund                 $13.96            4.75%            $14.66
--------------------------------------------------------------------------------

                                SERVICE PROVIDERS

Administrator

         Evergreen Investment Services, Inc. (EIS), 200 Berkeley Street, Boston,
Massachusetts  02116-5034,  serves as administrator for the Fund, 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
the Fund at the rate of 0.10% of the Fund's average daily net assets.

                                      1-7
<PAGE>

         Below are the  administrative  fees paid by the Fund for the last three
fiscal years.

-----------------------------------------------------------
Fund/Fiscal Year                      Administrative Fees
                                             Paid
-----------------------------------------------------------
-----------------------------------------------------------
Year Ended July 31, 2000                   $208,003
-----------------------------------------------------------
-----------------------------------------------------------
Year Ended July 31, 1999                    $38,111
-----------------------------------------------------------
-----------------------------------------------------------
Year Ended July 31, 1998                    $42,854
-----------------------------------------------------------

Transfer Agent

         Evergreen Service Company (ESC), P.O. Box 2121,  Boston,  Massachusetts
02106-9970,  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 Fund pays ESC annual fees as follows:

   -------------------------------------- ----------------- --------------------
                                           Annual Fee Per    Annual Fee Per
                                           Open Account*     Closed 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 tax information.

Distributor

         Evergreen  Distributor,  Inc. (EDI), 90 Park Avenue, New York, New York
10016,   markets   the  Fund   through   broker-dealers   and  other   financial
representatives.

Independent Auditors

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

Custodian

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

                                      1-8
<PAGE>

Legal Counsel

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


                              FINANCIAL STATEMENTS

         The audited  financial  statements  and the reports  thereon are hereby
incorporated  by reference to the Fund's Annual  Report,  a copy of which may be
obtained  without  charge  from  ESC,  P.O.  Box  2121,  Boston,   Massachusetts
02106-9970.

                                      1-9
<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.

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 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.

                                      2-1
<PAGE>

         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.

                                      2-2
<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

                                      2-3
<PAGE>

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,  bonds
with warrants attached or bonds with 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.

Preferred Stocks

         The Fund may purchase preferred stock.  Preferred stock,  unlike common
stock,  has a stated  dividend  rate  payable from the  corporation's  earnings.
Preferred stock dividends may be cumulative or non-cumulative, participating, or
auction rate. "Cumulative" dividend provisions require all or a portion of prior
unpaid dividends to be paid.

                                      2-4
<PAGE>

         If interest rates rise,  the fixed dividend on preferred  stocks may be
less  attractive,  causing the price of preferred  stocks to decline.  Preferred
stock may have mandatory  sinking fund  provisions,  as well as  call/redemption
provisions  prior to maturity,  which can be a negative  feature  when  interest
rates decline. Preferred stock also generally has a preference over common stock
on the distribution of a corporation's assets in the event of liquidation of the
corporation.  Preferred stock may be "participating"  stock, which means that it
may be entitled to a dividend  exceeding the stated  dividend in certain  cases.
The rights of preferred stock on  distribution of a corporation's  assets in the
event of a liquidation are generally subordinate to the rights associated with a
corporation's debt securities.

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

                                      2-5
<PAGE>

("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.

                                      2-6
<PAGE>

Options and Futures Strategies

         The Fund may at times  seek to hedge  against  either a decline  in the
value of its  portfolio  securities  or an increase  in the price of  securities
which the investment  advisor plans to purchase through the writing and purchase
of options and the purchase or sale of futures  contracts  and related  options.
Expenses and losses incurred as a result of such hedging  strategies will reduce
the Fund's current return.

         The ability of the Fund to engage in the options and futures strategies
described  below  will  depend on the  availability  of liquid  markets  in such
instruments. It is impossible to predict the amount of trading interest that may
exist in various  types of options or futures.  Therefore,  no assurance  can be
given that the Fund will be able to utilize these  instruments  effectively  for
the purposes stated below.

Writing Covered  Options on Securities.  The Fund may write covered call options
and  covered put options on  optionable  securities  of the types in which it is
permitted to invest from time to time as the  investment  advisor  determines is
appropriate in seeking to attain the Fund's investment  objective.  Call options
written  by the Fund give the holder  the right to buy the  underlying  security
from the Fund at a stated exercise price;  put options give the holder the right
to sell the underlying security to the Fund at a stated price.

         The  Fund  may  only  write  call  options  on a  covered  basis or for
cross-hedging  purposes and will only write  covered put  options.  A put option
would be considered  "covered" if the Fund owns an option to sell the underlying
security subject to the option having an exercise price equal to or greater than
the exercise  price of the "covered"  option at all time while the put option is
outstanding.  A call  option  is  covered  if the Fund  owns or has the right to
acquire the  underlying  securities  subject to the call  option (or  comparable
securities  satisfying the cover  requirements  of securities  exchanges) at all
times during the option period. A call option is for  cross-hedging  purposes if
it is not covered,  but is designed to provide a hedge against another  security
which the Fund owns or has the right to acquire.  In the case of a call  written
for  cross-hedging  purposes  or a put  option,  the  Fund  will  maintain  in a
segregated  account  at the  Fund's  custodian  bank  cash  or  short-term  U.S.
government  securities  with  a  value  equal  to or  greater  than  the  Fund's
obligation  under the option.  The Fund may also write  combinations  of covered
puts and covered calls on the same underlying security.

         The Fund will receive a premium from writing an option, which increases
the Fund's return in the event the option  expires  unexercised or is terminated
at a profit.  The amount of the premium will reflect,  among other  things,  the
relationship  of the market  price of the  underlying  security to the  exercise
price of the option,  the term of the option,  and the  volatility of the market
price of the underlying security.  By writing a call option, the Fund will limit
its  opportunity  to  profit  from  any  increase  in the  market  value  of the
underlying  security  above the exercise  price of the option.  By writing a put
option,  the Fund will assume the risk that it may be  required to purchase  the
underlying  security for an exercise  price higher than its then current  market
price,  resulting  in a potential  capital loss if the  purchase  price  exceeds
market price plus the amount of the premium received.

         The Fund may  terminate  an option  which it has  written  prior to its
expiration,  by  entering  into a  closing  purchase  transaction  in  which  it
purchases an option having the same terms as the option  written.  The Fund will
realize a profit (or loss) from such transaction if the cost of such transaction
is less (or more) than the  premium  received  from the  writing of the  option.
Because  increases in the market price of a call option will  generally  reflect
increases in the market price of the  underlying  security,  any loss  resulting
from  the  repurchase  of a call  option  may be  offset  in whole or in part by
unrealized appreciation of the underlying security owned by the Fund.

                                      2-7
<PAGE>

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

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

         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

                                      2-8
<PAGE>

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.

"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.

Limitations.  The Fund will not purchase or sell futures contracts or options on
futures contracts if, as a result, the sum of the initial margin deposits on its
existing futures  contracts and related options  positions and premiums paid for
options  on  futures  contracts  would  exceed 5% of the net  assets of the Fund
unless the transaction meets certain "bona fide hedging" criteria. 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

                                      2-9
<PAGE>

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.

Risks of Options  and  Futures  Strategies.  The  effective  use of options  and
futures  strategies  depends,  among  other  things,  on the  Fund's  ability to
terminate  options and futures  positions at times when the  investment  advisor
deems it desirable to do so.  Although the Fund will not enter into an option or
futures  position  unless the investment  advisor  believes that a liquid market
exists for such option or future,  there can be no assurance  that the Fund will
be  able  to  effect  closing  transactions  at  any  particular  time  or at an
acceptable  price.  The investment  advisor  generally  expects that options and
futures transactions for the Fund will be conducted on recognized exchanges.  In
certain  instances,  however,  the Fund may  purchase  and sell  options  in the
over-the-counter  market.  The staff of the Securities  and Exchange  Commission
(SEC) considers  over-the-counter  options to be illiquid. The Fund's ability to
terminate option  positions  established in the  over-the-counter  market may be
more  limited than in the case of exchange  traded  options and may also involve
the risk that securities  dealers  participating in such transactions would fail
to meet their obligations to the Fund.

         The  use  of  options  and  futures  involves  the  risk  of  imperfect
correlation between movements in options and futures prices and movements in the
price of the securities that are the subject of the hedge. The successful use of
these strategies also depends on the ability of the Fund's investment advisor to
forecast  correctly  interest  rate  movements  and general  stock  market price
movements.  The risk increases as the  composition of the securities held by the
Fund diverges from the composition of the relevant option or futures contract.

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 restructuring 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

                                      2-10
<PAGE>

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.

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

                                      2-11
<PAGE>

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.

                                      2-12
<PAGE>

         (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
(c) 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.

         As a result of an  exemptive  order  received  from the SEC in  January
2000,  the Fund may invest cash  balances in shares of  affiliated  money market
funds in amounts up to 25% of total assets.

                                      2-13
<PAGE>

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  Securities

         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.

                                      2-14
<PAGE>

         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.

U.S. Virgin Islands, Guam and Puerto Rico

         The Fund may  invest  in  obligations  of the  governments  of the U.S.
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 U.S. 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 U.S. 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

                                      2-15
<PAGE>

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.

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  accreted  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

                                      2-16
<PAGE>

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.

                                      2-17
<PAGE>

         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,

                                      2-18
<PAGE>

self  liquidation  and the  possibility  of  failing  to  qualify  for  tax-free
pass-through of income under the Internal  Revenue Code of 1986, as amended (the
"Code") and to maintain  exemption  from the 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 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 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

                                      2-19
<PAGE>

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;  and (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.  These  provisions are generally  intended to
provide additional  job-related incentives to persons who serve the Fund or work
for companies  associated  with the Fund and selected  dealers and agents of the
Fund. Since these persons are in a position to have a basic understanding of the
nature of an investment company as well as a general  familiarity with the Fund,
sales  to  these  persons,  as  compared  to sales  in the  normal  channels  of
distribution,   require  substantially  less  sales  effort.  Similarly,   these
provisions extend the privilege of purchasing shares at net asset value (NAV) to
certain  classes of  institutional  investors who,  because of their  investment
sophistication,  can be expected to require significantly less than normal sales
effort on the part of the Fund and EDI. In addition,  the  provisions  allow the
Fund to be competitive in the mutual fund industry, where similar allowances are
common.

Class B Shares

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

         REDEMPTION TIME                                               CDSC RATE

         Month of purchase and the first 12-month
         period following the month of purchase........................  5.00%
         Second 12-month period following the month of purchase........  4.00%
         Third 12-month period following the month of purchase.........  3.00%
         Fourth 12-month period following the month of purchase........  3.00%
         Fifth 12-month period following the month of purchase.........  2.00%
         Sixth 12-month period following the month of purchase.........  1.00%
         Thereafter....................................................  0.00%

         Class B shares  that have been  outstanding  for seven  years after the
month  of  purchase  will  automatically  convert  to  Class  A  shares  without
imposition of a front-end  sales charge or exchange  fee.  Conversion of Class B
shares  represented by stock  certificates  will require the return of the stock
certificate to Evergreen Service Company (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

                                      2-20
<PAGE>

shares at NAV without an initial sales charge. With certain exceptions, however,
the Fund will  charge a CDSC on shares  you  redeem  within 24 months  after the
month of your purchase, in accordance with the following schedule:

REDEMPTION TIME                                                        CDSC RATE

         Month of purchase and the first 12-month
         period following the month of purchase                          2.00%
         Second 12-month period following the month of purchase          1.00%
         Thereafter                                                      0.00%

           See "Contingent Deferred Sales Charge" below.

          Class C shares purchased  through an omnibus account with certain
broker-dealers will be charged a 1.00%  CDSC if  redeemed  within 12 months
after the month of purchase. Discuss this charge with your investment
professional. Redemptions made thereafter will not be charged a CDSC.

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 Class Y shares of an  Evergreen  Fund (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 NAV without a front-end  or back-end  sales  charge and do
not bear any Rule 12b-1 distribution expenses.

Class S Shares

         Class S shares of the  Evergreen  Money Market Funds are offered at NAV
without an initial or deferred sales charge through certain  broker-dealers  and
financial  institutions  who have  entered  into  selling  agreements  with EDI.
Investors  should  refer to their  broker-dealer  or  financial  institution  as
appropriate for instructions and further information.

Institutional Shares, Institutional Service Shares

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

Contingent Deferred Sales Charge

         The Fund charges a CDSC as reimbursement for certain expenses,  such as
commissions or shareholder  servicing  fees,  that it has incurred in connection
with the sale of its shares  (see  "Distribution  Expenses  Under  Rule  12b-1,"
below).  Institutional 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.

                                      2-21
<PAGE>

                       SALES CHARGE WAIVERS AND REDUCTIONS

         The  following  information  is not  applicable  to Class  S,  Class Y,
Institutional and Institutional Service shares.

         If you are  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 may reduce your initial sales charge if you purchase Class A shares
in multiple Evergreen Funds, excluding Evergreen money market funds, at the same
time.  The combined  dollar  amount  invested  will  determine the initial sales
charge  applied to all your  current  purchases.  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  may  add  the  value  of  all  of  your  existing  Evergreen  Fund
investments in all share classes,  excluding  Evergreen  Money Market funds,  to
determine  the  initial  sales  charge to be  applied  to your  current  Class A
purchase.

         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 may reduce the sales  charge on a current  purchase if you agree to
invest at least  $50,000 in Class A shares of an Evergreen  Fund over a 13-month
period.  You will pay the same  sales  charge  as if you had  invested  the full
amount all at one time. The Fund will hold a certain  portion of your investment
in escrow until your commitment is met.

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;

                                      2-22
<PAGE>

                  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.

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.  a  systematic   withdrawal   from  the  ERISA  plan  of  a
                  shareholder who is at least 59 1/2 years old;

                                  2-23
<PAGE>

                  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 a Systematic  Withdrawal 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 may  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 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.

                                      2-24
<PAGE>

         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 Trust'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.

                                      2-25
<PAGE>

         The  following is the formula used to  calculate  average  annual total
return:

                                [OBJECT OMITTED]

         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:

                        [OBJECT OMITTED] [OBJECT OMITTED]

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

7-Day Current and Effective Yield

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

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

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

                                [OBJECT OMITTED]

                                      2-26
<PAGE>

Tax Equivalent Yield

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

                                [OBJECT OMITTED]

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


                              PRINCIPAL UNDERWRITER

         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.

                                      2-27
<PAGE>

         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, Class S 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,  Class S 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%
                        ------------------------------- ---------------
                        ------------------------------- ---------------
                                   Class S                 0.75%**
                        ------------------------------- ---------------
                        ------------------------------- ---------------
                            Institutional Service           0.75%*
                        ------------------------------- ---------------

                  *Currently  limited to 0.30% or less on Evergreen Money Market
                  Funds and 0.25% or less for all other Evergreen Funds. Of this
                  amount  0.25%  is  to be  used  exclusively  as a  shareholder
                  service fee. See the expense  table in the  prospectus  of the
                  Fund in which you are interested. **Currently limited to 0.60%
                  or less on Evergreen  Money Market Funds. Of this amount 0.25%
                  is to be used exclusively as a shareholder service fee.

         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 in the chart 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, Class S
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                       0.30%*
                                  ----------------------------- --------------
                                  ----------------------------- --------------
                                  Class B                       1.00%
                                  ----------------------------- --------------
                                  ----------------------------- --------------
                                  Class C                       1.00%
                                  ----------------------------- --------------
                                  ----------------------------- --------------
                                  Class S                       0.60%*
                                  ----------------------------- --------------
                                  ----------------------------- --------------
                                  Institutional Service         0.25%*
                                  ----------------------------- --------------

                                      2-28
<PAGE>

         *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 EDI 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
A,  Class B, Class C and Class S 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,  Class S 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

                                      2-29
<PAGE>

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,
Class  S 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, Class S 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, Class S
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, Class S
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, Class S 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  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.

                                      2-30
<PAGE>

                                 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 or  municipal  money  market 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,  municipal money market
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,
municipal  money market 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.

                                      2-31
<PAGE>

         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 or Municipal Money
Market 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").

                                      2-32
<PAGE>

         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.

                                      2-33
<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.

         Masters Fund may incur higher brokerage costs than would be the case if
a single investment advisor or sub-advisor were managing the entire portfolio.

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.

                                      2-34
<PAGE>

         First Union Securities, Inc., an affiliate of the Funds' advisors and a
member of the New York and  American  Stock  Exchanges,  may,  effect  portfolio
transactions on those exchanges for the Funds.

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  following 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

                                      2-35
<PAGE>

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.

Code of Ethics

         The Trust and its various  advisors  have each adopted a code of ethics
pursuant to the  requirements  of Rule 17j-1 of the 1940 Act ("Code of Ethics").
Each of these Codes of Ethics permits Fund personnel to invest in securities for
their own accounts and is on file with, and available from, the SEC.


                          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

                                      2-36
<PAGE>

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

                                      2-37
<PAGE>

the Board, Michael S. Scofield,  K. Dun Gifford and Russell Salton, each of whom
is an Independent  Trustee.  The Executive Committee recommends Trustees to fill
vacancies,  prepares the agenda for Board  Meetings and acts on routine  matters
between scheduled Board meetings.

         Set forth below are the  Trustees  and  officers of the Trust and their
principal  occupations  and  affiliations  over  the  last  five  years.  Unless
otherwise  indicated,  the address for each  Trustee and officer is 200 Berkeley
Street,  Boston,  Massachusetts 02116. Each Trustee is also a Trustee of each of
the other Trusts in the Evergreen Fund complex.

<TABLE>
<CAPTION>
<S>                                  <C>                         <C>
Name                                 Position with Trust         Principal Occupations for Last Five Years

Laurence B. Ashkin                   Trustee                     Real estate developer and construction consultant;
(DOB: 2/28/28)                                                   President of Centrum Equities (real estate development) and
                                                                 Centrum Properties, Inc.(real estate development); Director
                                                                 of Perspective Charter School; Formerly, Director, Mentor
                                                                 Income Fund, Inc.

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 & Company (investment
                                                                 advice); Director, The Andover Companies (insurance);
                                                                 Trustee, Arthritis Foundation of New England; and Director,
                                                                 Health Development Corp.(fitness-wellness centers);
                                                                 Formerly, Director, Mentor Income Fund, Inc.

Arnold H. Dreyfuss                   Trustee                     Partner, Jupiter Ocean and Racquet Tennis Club; Former
(DOB: 9/2/28)                                                    Chairman, Eskimo Pie Corporation (food manufacturer);
                                                                 Formerly, Chairman and Chief Executive Officer, Hamilton
                                                                 Beach/Proctor-Silex, Inc. (small appliance manufacturer).
                                                                 Formerly, Trustee, Mentor Variable Investment Portfolios
                                                                 and Mentor Institutional Trust; Formerly, Director, Mentor
                                                                 Income Fund, Inc. and American's Utility Fund, Inc.

K. Dun Gifford                       Trustee                     Trustee, Treasurer and Chairman of the Finance Committee,
(DOB: 10/23/38)                                                  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); Formerly, Director, Mentor Income Fund, Inc.


                                      2-38
<PAGE>

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; Formerly,
                                                                 Director, Mentor Income Fund, Inc.

Gerald M. McDonnell                  Trustee                     Sales and Marketing Management with Nucor Steel Company;
(DOB: 7/14/39)                                                   Formerly, Director, Mentor Income Fund, Inc.

Thomas L. McVerry                    Trustee                     Former Vice President and Director of Rexham Corporation
(DOB: 8/2/39)                                                    (manufacturing); and Director of Carolina Cooperative
                                                                 Credit Union; Formerly, Director, Mentor Income Fund, Inc.

Louis W. Moelchert, Jr. (DOB:        Trustee                     President, Private Advisors, LLC; Vice President for
12/20/41)                                                        Investments, University of Richmond; Chairman, Investment
                                                                 Committee Virginia Retirement System; former Chairman of the
                                                                 Board   of  the Common Fund; former Board member Common
                                                                 Fund Capital; Board  member Common Fund Institutional
                                                                 Funds; Formerly, Trustee, Mentor Variable Investment
                                                                 Portfolios  and Mentor Institutional Trust; Formerly,
                                                                 Director, Mentor Income Fund, Inc. and American's
                                                                 Utility Fund, Inc.

William Walt Pettit                  Trustee                     Partner in the law firm of William Walt Pettit, P.A.;
(DOB: 8/26/55)                                                   Formerly, Director, Mentor Income Fund, Inc.

David M. Richardson                  Trustee                     President, Richardson, Runden & Company (new business
(DOB: 9/14/41)                                                   development/consulting company); Managing Director, Kennedy
                                                                 Information (executive recruitment information and research
                                                                 company); former Vice Chairman, DHR International, Inc.
                                                                 (executive recruitment); former Senior Vice President,
                                                                 Boyden International Inc. (executive recruitment);
                                                                 Director, Commerce and Industry Association of New Jersey,
                                                                 411 International, Inc. (communications), and J&M Cumming
                                                                 Paper Co.(paper merchandise);. Formerly, Director, Mentor
                                                                 Income Fund, Inc.

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; Formerly, Director,
                                                                 Mentor Income Fund, Inc.

Michael S. Scofield                  Chairman of the Board       Attorney, Law Offices of Michael S. Scofield; Formerly,
(DOB: 2/20/43)                       of Trustees                 Director, Mentor Income Fund, Inc.

                                      2-39
<PAGE>

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; Formerly,
                                                                 Director, Mentor Income Fund, Inc.

Richard K. Wagoner, CFA*             Trustee                     Former Chief Investment Officer, Executive Vice President
(DOB: 12/12/37)                                                  and Head of Capital Management Group, FUNB ; former
                                                                 consultant to the Board of Trustees of the Evergreen Funds;
                                                                 former member, New York Stock Exchange; member, North
                                                                 Carolina Securities Traders Association; member, Financial
                                                                 Analysts Society.

William M. Ennis**                   President                   President and Chief Executive Officer, Evergreen Investment
(DOB: 6/26/60)                                                   Company and Chief Operating Officer, Capital Management
                                                                 Group, FUNB.

Carol Kosel***                       Treasurer                   Senior Vice President, Evergreen Investment Services, Inc.
(DOB: 12/25/63)                                                  and Treasurer, Vestaur Securities, Inc.; former Senior
                                                                 Manager, KPMG LLP.

Michael H. Koonce***                 Secretary                   Senior Vice President and General Counsel, Evergreen
(DOB: 4/20/60)                                                   Investment Services, Inc.; Senior Vice President and
                                                                 Assistant General Counsel,  First Union Corporation;
                                                                 former Senior Vice  President and General Counsel,
                                                                 Colonial Management Associates, Inc.

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

Bryan Haft****                       Vice President              Team Leader, Fund Administration, BISYS Fund Services.

</TABLE>

*This Trustee may be considered an "interested person" of the Fund within the
meaning of the 1940 Act.
** Address: 301 S. Tryon, 12th Floor, Charlotte, NC 28288
***Address: 200 Berkeley Street, Boston, MA 02116
****Address: BISYS, 3435 Stelzer Road, Columbus, Ohio 43219-8001
                                      2-40
<PAGE>

                      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.


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

                                      2-41
<PAGE>

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.

                                      2-42
<PAGE>

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

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

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

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

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

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

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

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

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

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

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

Fitch Corporate Long-Term Bond Ratings

Investment Grade

AAA Highest credit quality.  AAA ratings denote the lowest expectation of credit

                                      2-43
<PAGE>

risk. They are assigned only in case of exceptionally strong capacity for timely
payment  of  financial  commitments.  This  capacity  is highly  unlikely  to be
adversely affected by foreseeable events.

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

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

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

Speculative Grade

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

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

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

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

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

                          CORPORATE SHORT-TERM RATINGS

Moody's Corporate Short-Term Issuer Ratings

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

--  Leading market positions in well-established industries.

                                      2-44
<PAGE>

--  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

                                      2-45
<PAGE>

only  where a default  has  actually  occurred--and  not where a default is only
expected. S&P changes ratings to D either:

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

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

Fitch Corporate Short-Term Obligation Ratings

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

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

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

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

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

D Default. Denotes actual or imminent payment default.


                                 MUNICIPAL BONDS

                                LONG-TERM RATINGS

Moody's Municipal Long-Term Bond Ratings

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

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

                                      2-46
<PAGE>

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,

                                      2-47
<PAGE>

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

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

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

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

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

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

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

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

Fitch Municipal Long-Term Bond Ratings

Investment Grade

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

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

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

                                      2-48
<PAGE>

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.

                                      2-49
<PAGE>

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.

                                      2-50
<PAGE>

S&P Municipal Short-Term Obligation Ratings

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

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

SP-3 Speculative capacity to pay principal and interest.

Fitch Municipal Short-Term Obligation Ratings

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

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

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

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

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

D Default. Denotes actual or imminent payment default.


                             ADDITIONAL INFORMATION

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

         No  dealer,  salesman  or  other  person  is  authorized  to  give  any
information  or  to  make  any   representation  not  contained  in  the  Fund's
prospectus,  SAI or in supplemental  sales literature issued by the Fund or 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.

                                      2-51
<PAGE>

                             EVERGREEN EQUITY TRUST

                                     PART C



Item 23    Exhibits


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

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


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


(d)(1)    Investment Advisory and Management                     Incorporated by reference to
          Agreement between the Registrant and First             Post-Effective Amendment No. 26
          Union National Bank                                    Registrant's Registration Statement
                                                                 Filed on July 26, 2000

(d)(2)    Investment Advisory and Management                      Contained herein.
          Agreement between the Registrant and
          Evergreen Investment Management Company
          (formerly Keystone Investment Management
          Company)

(d)(3)    Form of Investment Advisory and Management             Incorporated by reference to
          Agreement between the Registrant and                   Post-Effective Amendment No. 25 to
          Meridian Investment Company                            Registrant's Registration Statement
                                                                 Filed on May 15, 2000.

(d)(4)    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)(5)    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)(6)    Portfolio Management Agreement between                 Incorporated by reference to
          Putnam Investment Management, Inc. and First           Post-Effective Amendment No. 12 to
          Union National Bank                                    Registrant's Registration Statement
                                                                 Filed on February 1, 1999

(e)(1)    Class A and Class C Principal Underwriting             Incorporated by reference to
          Agreement between the Registrant and Evergreen         Post-Effective Amendment No. 28 to
          Distributor, Inc.                                      Registrant's Registration Statement
                                                                 Filed on October 30, 2000

(e)(2)    Class B Principal Underwriting Agreement               Incorporated by reference to
          between the Registrant and Evergreen Investment        Post-Effective Amendment No. 28 to
          Services, Inc.                                         Registrant's Registration Statement
                                                                 Filed on October 30, 2000

(e)(3)    Class Y Principal Underwriting Agreement               Incorporated by reference to
          between the Registrant and Evergreen Distributor,      Post-Effective Amendment No. 28 to
          Inc.                                                   Registrant's Registration Statement
                                                                 Filed on October 30, 2000

(e)(4)    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)(5)    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)(6)    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)(1)    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

(g)(2)    Letter Amendment to Custodian Agreement between        Incorporated by reference to
          Registrant and State Street Bank and Trust Co.         Post-Effective Amendment No. 28 to
          (Premier 20 Fund)                                      Registrant's Registration Statement
                                                                 Filed on October 30, 2000

(h)(1)    Administration Agreement between the                   Incorporated by reference to
          Registrant and Evergreen Investment                    Post-Effective Amendment No. 28 to
          Services, Inc.                                         Registrant's Registration Statement
                                                                 Filed on October 30, 2000


(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)    Letter Amendment to Transfer Agent Agreement           Incorporated by reference to
          between Registrant and Evergreen Service               Post-Effectuve Amendment No. 28 to
          Company (Premier 20 Fund)                              Registrant's Registration Statement
                                                                 Filed on October 30, 2000

(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                                  Post-Effective Amendment No. 24
                                                                 Registrant's Registration Statement
                                                                 Filed on January 28, 2000.


(j)(2)    Consent of PricewaterhouseCoopers LLP                  Incorporated by reference to
          Domestic Growth Funds                                  Post-Effective Amendment No. 24
                                                                 Registrant's Registration Statement
                                                                 Filed on January 28, 2000.

(j)(3)    Consent of KPMG LLP                                    Incorporated by reference to
          Balanced Funds                                         Post-Effective Amendment No. 26
                                                                 Registrant's Registration Statement
                                                                 Filed on July 26, 2000

(j)(4)    Consent of KPMG LLP                                    Contained herein.
          Growth and Income Funds

(k)       Not applicable

(l)       Not applicable

(m)(1)    12b-1 Distribution Plan for Class A                    Incorporated by reference to
                                                                 Post-Effective Amendment No. 28 to
                                                                 Registrant's Registration Statement
                                                                 Filed on October 30, 2000

(m)(2)    12b-1 Distribution Plan for Class B                    Incorporated by reference to
                                                                 Post-Effective Amendment No. 28 to
                                                                 Registrant's Registration Statement
                                                                 Filed on October 30, 2000

(m)(3)    12b-1 Distribution Plan for Class C                    Incorporated by reference to
                                                                 Post-Effective Amendment No. 28 to
                                                                 Registrant's Registration Statement
                                                                 Filed on October 30, 2000

(n)       Not applicable

(o)       Multiple Class Plan                                    Contained herein.

(p)       Code of Ethics                                         Incorporated by reference to.
                                                                 Post-Effective Amendment No. 25
                                                                 to Registrant's Registration Statement
                                                                 Filed on May 15, 2000
</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 ommissions.
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 the Registrant's  Investment
Sub-Advisors are contained in their respective Portfolio Management Agreements.

     Provisions for the indemnification of Evergreen Distributor, Inc., the
Registrant's principal underwriter, are contained in the 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 Co., the
Registrant's custodian, are contained in the Custodian Agreement between State
Street Bank and Trust Co., 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, First Union Corporation and First
                                   Union National Bank

G. Kennedy Thompson                Chief Executive Officer, President and
                                   Director, First Union Corporation and 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 Investment
Management Company (formerly Keystone Investment Management Company) is
incorporated by reference to the Form ADV (File No. 801-8327) of Evergreen
Investment Management Company.

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

Item 27.       Principal Underwriters.

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

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

Lynn C. Mangum                  Director, Chairman and Chief Executive
                                Officer

Dennis Sheehan                  Director, Chief Financial Officer

Maryann Bruce                   President

Kevin J. Dell                   Vice President, General Counsel and Secretary

     Messrs.  Mangum, Sheehan 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.

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, 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

     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 Boston, and Commonwealth of Massachusetts, on the
22nd day of November, 2000.

                                        EVERGREEN EQUITY TRUST


                                         By: /s/ Michael H. Koonce
                                             -----------------------------
                                             Name: Michael H. Koonce
                                             Title: Secretary


     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 22nd day of November, 2000.
<TABLE>
<CAPTION>
<S>                               <C>                                <C>
/s/ William M. Ennis              /s/ Michael H. Koonce              /s/ Carol A. Kosel
-----------------------------     -----------------------------      ------------------------------
William M. Ennis*                  Michael H. Koonce                 Carol A. Kosel*
President                          Secretary                         Treasurer
(Chief Operating Officer)                                            (Principal Financial and Accounting
                                                                      Officer)
/s/ Laurence B. Ashkin            /s/ Charles A. Austin, III
-----------------------------     ----------------------------
Laurence B. Ashkin*               Charles A. Austin III*
Trustee                           Trustee


/s/ Arnold H. Dreyfuss            /s/ K. Dun Gifford                 /s/ William Walt Pettit
----------------------------      ----------------------------      ----------------------------------
Arnold H. Dreyfuss*               K. Dun Gifford*                   William Walt Pettit*
Trustee                           Trustee                           Trustee


/s/ Gerald M. McDonnell           /s/ Thomas L. McVerry             /s/ Louis M. Moelchert, Jr.
-----------------------------    -----------------------------     -------------------------------
Gerald M. McDonnell*             Thomas L. McVerry*                Louis M. Moelchert, Jr.*
Trustee                          Trustee                           Trustee


/s/ Michael S. Scofield           /s/ David M. Richardson           /s/ Russell A. Salton, III MD
------------------------------   ------------------------------    -------------------------------
Michael S. Scofield*              David M. Richardson*              Russell A. Salton, III MD*
Chairman of the Board             Trustee                           Trustee
and Trustee


/s/ Leroy Keith, Jr.              /s/ Richard J. Shima              /s/ Richard K. Wagoner
------------------------------   ------------------------------    ---------------------------
Leroy Keith, Jr.*                Richard J. Shima*                 Richard K. Wagoner*
Trustee                          Trustee                           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 Number           Exhibit
--------------           -------
(d)(2)    Investment Advisory and Management
          Agreement between the Registrant and
          Evergreen Investment Management Company

(j)(4)    Consent of KPMG LLP
          Growth and Income Funds

(o)       Multiple Class Plan



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