EVERGREEN SELECT MONEY MARKET TRUST
497, 1999-10-05
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EVERGREEN SELECT MONEY MARKET FUNDS


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

   Institutional shares


                                          [LOGO OF EVERGREEN FUNDS APPEARS HERE]
   Prospectus, July 1, 1999, as amended October 1, 1999

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

<PAGE>

                               TABLE OF CONTENTS

FUND RISK/RETURN SUMMARIES:

<TABLE>
<S>                                                                          <C>
Overview of Fund Risks......................................................   1
Evergreen Select Money Market Fund..........................................   2
Evergreen Select Municipal Money Market Fund................................   4
Evergreen Select Treasury Money Market Fund.................................   6
Evergreen Select U.S. Government Money Market Fund..........................   8
Evergreen Select 100% Treasury Money Market Fund............................  10
</TABLE>

GENERAL INFORMATION:

<TABLE>
<S>                                                                          <C>
The Funds' Investment Advisor...............................................  12
Calculating the Share Price.................................................  12
How to Choose an Evergreen Fund.............................................  12
How to Buy Shares...........................................................  13
How to Redeem Shares........................................................  14
Other Services..............................................................  15
The Tax Consequences of Investing in the Funds..............................  15
Fees and Expenses of the Funds..............................................  16
Financial Highlights........................................................  17
Other Fund Practices........................................................  19
</TABLE>
In general, Funds included in this prospectus seek to provide investors with
current income consistent with stability of principal and liquidity.




 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


                           Select Money Market Funds

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

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

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

         Select Money
         Market Funds

typically rely on a combination of the following strategies:
 . maintaining $1.00 per share net asset value;
 . investing in high-quality, short-term money market instruments including
   U.S. government securities;
 . investing in compliance with industry-standard requirements for money
   market funds for the quality, maturity and diversification of investments;
   and
 . selling a portfolio investment when the investment no longer appears to
   meet the Fund's investment objective, when the Fund must meet redemptions,
   or for other reasons which the portfolio manager deems necessary.

may be appropriate for investors who:
 . are seeking a conservative investment which invests in relatively safe
   securities;
 . are seeking a Fund for short-term investment; and
 . are seeking liquidity.

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

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

 Although Select Money Market Funds seek
 to preserve the value of your
 investment at $1.00 per share, it is
 possible to lose money by investing in
 the Funds.

                                                       SELECT MONEY MARKET FUNDS

                                                                               1
<PAGE>

                                   EVERGREEN

Select Money Market Fund

 FUND FACTS:

 Goal:
 .High Current Income
 . Preservation of Capital Liquidity

 Principal Investment:
 . Short-term Corporate Debt Securities

 Class of Shares Offered in this Prospectus:
 .Institutional

 Investment Advisor:
 . Evergreen Investment Management

 NASDAQ Symbol:
 .EMIXX

 Dividend Payment Schedule:
 .Monthly
 ................................................................................

   INVESTMENT GOAL

The Fund seeks as high a level of current income as is consistent with
preserving capital and providing liquidity.

   INVESTMENT STRATEGY

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

The Fund invests principally in short-term corporate debt securities determined
to present minimal credit risk. In addition, the Fund may invest in short-term
securities issued or guaranteed by the U.S. government or its agencies or
instrumentalities, including the Interamerican Development Bank and the
International Bank for Reconstruction and Development. The Fund may also invest
in commercial paper and bank obligations. The portfolio manager focuses
primarily on the interest rate environment in determining which securities to
purchase for the portfolio. Generally, as interest rates go up, the Fund will
invest in securities of shorter maturities. If interest rates are high, the
Fund will invest in securities with longer maturities; however, the Fund will
not acquire any security with a remaining maturity of greater than 397 days.

   RISK FACTORS

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

 .Interest Rate Risk
 .Credit Risk

Because obligations of the Interamerican Development Bank and the International
Bank of Reconstruction and Development are supported only by appropriated but
unpaid commitments of member countries, there is no assurance that the
commitments will be undertaken in the future.

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

2
<PAGE>

                                   EVERGREEN


   PERFORMANCE

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

The chart below shows the percentage gain or loss for Institutional shares of
the Fund in each calendar year since the Institutional shares' inception on
11/19/1996. It should give you a general idea of how the Fund's return has
varied from year-to-year. This graph includes the effects of Fund expenses.

Year-by-Year Total Return for Institutional Shares (%)

                           [BAR CHART APPEARS HERE]

1989
1990
1991
1992
1993
1994
1995
1996
1997  5.70%
1998  5.63%

Best Quarter:4th Quarter 1997+1.43%
Worst Quarter:4th Quarter 1998+1.34%

Year to date total return through 6/30/1999 is +2.48%.

The next table lists the Fund's average annual total return over the past one
year and since inception (through 12/31/1998). This table is intended to
provide you with some indication of the risks of investing in the Fund.

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

<TABLE>
<CAPTION>
                 Inception                          Performance
                    Date                               Since
                  of Class  1 year 5 year 10 year Class Inception

  <S>            <C>        <C>    <C>    <C>     <C>
  Institutional  11/19/1996 5.63%   N/A     N/A        5.67%
</TABLE>

To obtain current yield information call 1-800-343-2898.
   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)*

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

  <S>            <C>        <C>   <C>      <C>
  Institutional    0.15%    0.00%  0.07%          0.22%
</TABLE>

*Actual expenses for the fiscal year ended 2/28/1999.
**From time to time, the Fund's investment advisor may, at its discretion,
reduce or waive its fees or reimburse a Fund for certain of its expenses in
order to reduce expense ratios. The Fund's investment advisor may cease these
waivers or reimbursements at any time. The annual operating expenses do not
reflect fee waivers and expense reimbursements. Including current fee waivers
and expense reimbursements, Total Fund Operating Expenses were 0.21%.

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

Example of Fund Expenses
<TABLE>

  <S>             <C>
  After 1 year     $22
  After 3 years    $71
  After 5 years   $124
  After 10 years  $279
</TABLE>
                                                       SELECT MONEY MARKET FUNDS

                                                                               3
<PAGE>

                                   EVERGREEN

Select Municipal
Money Market Fund

 FUND FACTS:

 Goal:
 . High
   Current
   Income
   Exempt
   from
   Federal
   Tax
 . Preservation of Capital
 . Liquidity

 Principal Investment:
 . Municipal
   Money
   Market
   Securities

 Class of Shares Offered in this Prospectus:
 . Institutional

 Investment Advisor:
 . Evergreen Investment Management

 NASDAQ Symbol:
 .EMMXX

 Dividend Payment Schedule:
 .Monthly
 ................................................................................

   INVESTMENT GOAL

The Fund seeks as high a level of current income exempt from federal income tax
as is consistent with preserving capital and providing liquidity.

   INVESTMENT STRATEGY

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

The Fund invests principally in short-term municipal money market securities,
notes and commercial paper determined to present minimal credit risk and issued
by any U.S. state, the District of Columbia and their political subdivisions.
Under normal circumstances, at least 80% of the Fund's annual interest income
will be exempt from federal income tax, other than the alternative minimum tax.
The Fund may temporarily invest up to 20% of its net assets in taxable
securities under one or more of the following circumstances: (a) pending
investment of proceeds from sale of Fund shares or of portfolio securities; (b)
pending settlement of purchases of portfolio securities, and (c) to maintain
liquidity for the purpose of meeting anticipated redemptions. The Fund may
temporarily invest more than 20% of its total assets in taxable securities for
defensive purposes which may result in the Fund not achieving its investment
objective. In determining what securities to purchase for the portfolio the
portfolio manager focuses on the supply and demand of the security in the
market place as well as the current interest rate environment. Generally, as
interest rates go up, the Fund will invest in securities of shorter maturities.
If interest rates are high, the Fund will invest in securities with longer
maturities; however, the Fund will not acquire any security with a remaining
maturity of greater than 397 days.

   RISK FACTORS

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

 .Interest Rate Risk
 .Credit Risk

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

SELECT MONEY MARKET FUNDS

4
<PAGE>

                                   EVERGREEN


   PERFORMANCE

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

The chart below shows the percentage gain or loss for Institutional shares of
the Fund in each calendar year since the Institutional shares' inception on
11/20/1996. It should give you a general idea of how the Fund's return has
varied from year-to-year. This graph includes the effects of Fund expenses.

Year-by-Year Total Return for Institutional Shares (%)

                              [CHART APPEARS HERE]

1997  3.66%
1998  3.61%

Best Quarter:2nd Quarter 1997+0.96%
Worst Quarter:1st Quarter 1997+0.81%

Year to date total return through 6/30/1999 is +1.60%.

The next table lists the Fund's average annual total return over the past one
year and since inception (through 12/31/1998). This table is intended to
provide you with some indication of the risks of investing in the Fund.

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

<TABLE>
<CAPTION>
                 Inception                          Performance
                    Date                               Since
                  of Class  1 year 5 year 10 year Class Inception
  <S>            <C>        <C>    <C>    <C>     <C>
  Institutional  11/20/1996 3.61%   N/A     N/A        3.63%
</TABLE>

To obtain current yield information call 1-800-343-2898.

   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)*

<TABLE>
<CAPTION>
                    Management       12b-1        Other              Total Fund
                       Fees          Fees        Expenses       Operating Expenses**
  <S>               <C>              <C>         <C>            <C>
  Institutional       0.15%          0.00%        0.09%                0.24%
</TABLE>

*Actual expenses for the fiscal year ended 2/28/1999.
**From time to time, the Fund's investment advisor may, at its discretion,
reduce or waive its fees or reimburse a Fund for certain of its expenses in
order to reduce expense ratios. The Fund's investment advisor may cease these
waivers or reimbursements at any time. The annual operating expenses do not
reflect fee waivers and expense reimbursements. Including current fee waivers
and expense reimbursements, Total Fund Operating Expenses were 0.18%.

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

Example of Fund Expenses
<TABLE>

  <S>             <C>
  After 1 year     $25
  After 3 years    $77
  After 5 years   $135
  After 10 years  $305
</TABLE>
                                                       SELECT MONEY MARKET FUNDS

                                                                               5
<PAGE>

                                   EVERGREEN

Select Treasury Money Market Fund

 FUND FACTS:

 Goal:
 . Stability of Principal
 . Current Income

 Principal Investments:
 . Short-Term U.S. Treasury Obligations
 . Repurchase Agreements backed by Short-Term Treasury Obligations

 Class of Shares Offered in this Prospectus:
 . Institutional

 Investment Advisor:
 . Evergreen Investment Management

 NASDAQ Symbol:
 . EIMXX

 Dividend Payment Schedule:
 . Monthly
 ................................................................................

   INVESTMENT GOAL

The Fund seeks to maintain stability of principal while earning current income.

   INVESTMENT STRATEGY

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

The Fund will invest in short-term U.S. Treasury obligations and repurchase
agreements backed by such obligations. U.S. Treasury securities are guaranteed
as to principal and interest, and supported by the full faith and credit of the
U.S. government. The portfolio manager focuses primarily on the interest rate
environment in determining which securities to purchase for the portfolio.
Generally, as interest rates go up, the Fund will invest in securities of
shorter maturities. If interest rates are high, the Fund will invest in
securities with longer maturities; however, the Fund will not acquire any
security with a remaining maturity of greater than 397 days.

   RISK FACTORS

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

 .Interest Rate Risk

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

SELECT MONEY MARKET FUNDS

6
<PAGE>

                                   EVERGREEN


   PERFORMANCE

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

The chart below shows the percentage gain or loss for Institutional shares of
the Fund in each calendar year since the Institutional shares' inception on
11/20/1996. It should give you a general idea of how the Fund's return has
varied from year-to-year. This graph includes the effects of Fund expenses.

Year-by-Year Total Return for Institutional Shares (%)

                              [CHART APPEARS HERE]

1997  5.49%
1998  5.37%

Best Quarter:4th Quarter 1997+1.38%
Worst Quarter:4th Quarter 1998+1.22%

Year to date total return through 6/30/1999 is +2.32%.

The next table lists the Fund's average annual total return by class over the
past one year and since inception (through 12/31/1998). This table is intended
to provide you with some indication of the risks of investing in the Fund.

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

<TABLE>
<CAPTION>
                  Inception                         Performance
                      Date                             Since
                   of Class 1 year 5 year 10 year Class Inception
  <S>            <C>        <C>    <C>    <C>     <C>
  Institutional  11/20/1996 5.37%   N/A     N/A        5.44%
</TABLE>

To obtain current yield information call 1-800-343-2898.

   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)*

<TABLE>
<CAPTION>
                    Management       12b-1        Other              Total Fund
                       Fees          Fees        Expenses       Operating Expenses**
  <S>               <C>              <C>         <C>            <C>
  Institutional       0.15%          0.00%        0.08%                0.23%
</TABLE>

*Actual expenses for the fiscal year ended 2/28/1999.
**From time to time, the Fund's investment advisor may, at its discretion,
reduce or waive its fees or reimburse a Fund for certain of its expenses in
order to reduce expense ratios. The Fund's investment advisor may cease these
waivers or reimbursements at any time. The annual operating expenses do not
reflect fee waivers and expenses reimbursements. Including current fee waivers
and expense reimbursement, Total Fund Operating Expenses were 0.21%.

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

Example of Fund Expenses
<TABLE>

  <S>             <C>
  After 1 year     $24
  After 3 years    $74
  After 5 years   $130
  After 10 years  $293
</TABLE>

                                                       SELECT MONEY MARKET FUNDS

                                                                               7
<PAGE>

                                   EVERGREEN

Select U.S. Government Money Market Fund

 FUND FACTS:

 Goal:
 . High Current Income
 . Preservation of Capital
 . Liquidity

 Principal Investment:
 . Short-Term U.S. Government Securities

 Class of Shares Offered in this Prospectus:
 . Institutional

 Investment Advisor:
 . Evergreen Investment Management

 Dividend Payment Schedule:
 . Monthly
 ................................................................................

   INVESTMENT GOAL

The Fund seeks as high a level of current income as is consistent with
preservation of capital and maintaining liquidity.

   INVESTMENT STRATEGY

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

The Fund will invest at least 65% of its assets in high-quality short-term
securities issued or guaranteed by the U.S. government, its agencies or
instrumentalities and repurchase agreements backed by such securities. In
addition, the Fund may invest in obligations of the Interamerican Development
Bank and the International Bank for Reconstruction and Development. The
portfolio manager focuses primarily on the interest rate environment in
determining which securities to purchase for the portfolio. Generally, as
interest rates go up, the Fund will invest in securities of shorter maturities.
If interest rates are high, the Fund will invest in securities with longer
maturities; however, the Fund will not acquire any security with a remaining
maturity of greater than 397 days.

   RISK FACTORS

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

 .Interest Rate Risk

In addition to interest rate risk, the Fund is subject to risks associated with
obligations of the Interamerican Development Bank and the International Bank
for Reconstruction. Because obligations of the Interamerican Development Bank
and the International Bank of Reconstruction and Development are supported only
by appropriated but unpaid commitments of member counties, there is no
assurance that the commitments will be undertaken in the future.

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

SELECT MONEY MARKET FUNDS

8
<PAGE>

                                   EVERGREEN


   PERFORMANCE

Since the Fund had not begun operations as of the date of this Prospectus, no
performance information is available.

To obtain current yield information call 1-800-343-2898.
   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)*

<TABLE>
<CAPTION>
                    Management       12b-1        Other              Total Fund
                       Fees          Fees        Expenses       Operating Expenses**
  <S>               <C>              <C>         <C>            <C>
  Institutional       0.12%          0.00%        0.18%                0.30%
</TABLE>

*Estimated for the fiscal year ending 2/29/2000.
**From time to time, the Fund's investment advisor may, at its discretion,
reduce or waive its fees or reimburse a Fund for certain of its expenses in
order to reduce expense ratios. The Fund's investment advisor may cease these
waivers or reimbursements at any time. The annual operating expenses do not
reflect fee waivers and expenses reimbursements. Including current fee waivers
and expense reimbursements, Total Fund Operating Expenses would be 0.25%.

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

Example of Fund Expenses
<TABLE>

  <S>            <C>
  After 1 year   $31
  After 3 years  $97
</TABLE>

                                                       SELECT MONEY MARKET FUNDS

                                                                               9
<PAGE>

                                   EVERGREEN

Select 100% Treasury Money Market Fund

 FUND FACTS:

 Goal:
 . Stability of Principal
 . Current Income

 Principal Investment:
 . U.S. Treasury Securities

 Class of Shares Offered in this Prospectus:
 . Institutional

 Investment Advisor:
 . Evergreen Investment Management

 NASDAQ Symbol:
 .EIMIX

 Dividend Payment Schedule:
 . Monthly
 ................................................................................

   INVESTMENT GOAL

The Fund seeks to maintain stability of principal while earning current income.

   INVESTMENT STRATEGY

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

The Fund will invest only in U.S. Treasury securities, which are high quality
debt securities issued by the U.S. Treasury, guaranteed as to principal and
interest and supported by the full faith and credit of the U.S. government. The
portfolio manager focuses primarily on the interest rate environment in
determining which securities to purchase for the portfolio. Generally, as
interest rates go up, the Fund will invest in securities of shorter maturities.
If interest rates are high, the Fund will invest in securities with longer
maturities; however, the Fund will not acquire any security with a remaining
maturity of greater than 397 days.

   RISK FACTORS

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

 .Interest Rate Risk

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

SELECT MONEY MARKET FUNDS

10
<PAGE>

                                   EVERGREEN


   PERFORMANCE

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

The chart below shows the percentage gain or loss for Institutional shares of
the Fund in each calendar year since the Institutional shares' inception on
12/08/1997. It should give you a general idea of how the Fund's return has
varied from year-to-year. This graph includes the effects of Fund expenses.

Year-by-Year Total Return for Institutional Shares (%)

                              [CHART APPEARS HERE]

1998   4.99%

Best Quarter:1st Quarter 1998+1.27%
Worst Quarter:4th Quarter 1998+1.13%

Year to date total return through 6/30/1999 is +2.24%.

The next table lists the Fund's average annual total return by class over the
past one year and since inception (through 12/31/1998). This table is intended
to provide you with some indication of the risks of investing in the Fund.

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

<TABLE>
<CAPTION>
                 Inception                          Performance
                    Date                               Since
                  of Class  1 year 5 year 10 year Class Inception
  <S>            <C>        <C>    <C>    <C>     <C>
  Institutional  12/08/1997 4.99%   N/A     N/A        5.03%
</TABLE>

To obtain current yield information call 1-800-343-2898.

   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)*

<TABLE>
<CAPTION>
                    Management       12b-1        Other              Total Fund
                       Fees          Fees        Expenses       Operating Expenses**
  <S>               <C>              <C>         <C>            <C>
  Institutional       0.25%          0.00%        0.09%                0.34%
</TABLE>

*Actual expenses for the fiscal year ended 2/28/1999.
**From time to time, the Fund's investment advisor may, at its discretion,
reduce or waive its fees or reimburse a Fund for certain of its expenses in
order to reduce expense ratios. The Fund's investment advisor may cease these
waivers or reimbursements at any time. The annual operating expenses do not
reflect fee waivers and expenses reimbursements. Including current fee waivers
and expense reimbursements and restated to reflect current fees, Total Fund
Operating Expenses would have been 0.17%.

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

Example of Fund Expenses
<TABLE>

  <S>             <C>
  After 1 year     $35
  After 3 years   $109
  After 5 years   $191
  After 10 years  $430
</TABLE>

                                                       SELECT MONEY MARKET FUNDS

                                                                              11
<PAGE>

                                   EVERGREEN


THE FUNDS' INVESTMENT ADVISOR

An investment advisor manages a Fund's investments and supervises its daily
business affairs. The investment advisor for the Evergreen Select Money Market
Funds is Evergreen Investment Management. 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 $230 billion in
consolidated assets as of 6/30/1999. First Union Corporation is located at 301
South College Street, Charlotte, North Carolina 28288-0013.

Evergreen Investment Management (EIM)
(formerly known as Capital Management Group, or CMG), a division of First Union
National Bank (FUNB), has been managing money for over 50 years and currently
manages over $28.8 billion in assets for 44 of the Evergreen Funds. EIM is
located at 201 South College Street, Charlotte, North Carolina 28288-0630.

For the fiscal year ended 2/28/1999, aggregate advisory fees paid to EIM by
each Fund were as follows:

<TABLE>
<CAPTION>
                   % of the Fund's average
  Fund                daily net assets
  <S>              <C>
  Money Market              0.14%
  Municipal Money
   Market                   0.09%
  Treasury Money
   Market                   0.13%
  U.S. Government
   Money Market              N/A*
  100% Treasury
   Money Market             0.08%
</TABLE>

*The contractual advisory fee rate for the U.S. Government Money Market Fund is
0.12% of the Fund's average daily net assets.

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

CALCULATING THE SHARE PRICE

The value of one share of a Fund, also known as the net asset value, or NAV, is
calculated twice daily on each day the New York Stock Exchange is open
(normally 12 noon Eastern time) and as of the time the Exchange closes
(normally 4 p.m. Eastern time). The share price is calculated for each share by
adding up the total assets of the Fund, subtracting all liabilities, then
dividing the result by the total number of shares outstanding. Each class of
shares is calculated separately. Each security held by a Fund is valued on an
amortized cost basis according to Rule 2a-7 under the Investment Company Act of
1940. Under this method of valuation, a security is initially valued at its
acquisition cost, and thereafter a constant straightline amortization of any
discount or premium is assumed each day regardless of the impact of fluctuating
interest rates on the market value of the security.

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.

HOW TO CHOOSE AN EVERGREEN FUND

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


SELECT MONEY MARKET FUNDS

12
<PAGE>

                                   EVERGREEN


HOW TO BUY SHARES

After choosing a Fund, you select a share class. The Funds offer two different
institutional classes. Institutional shares are offered in this prospectus,
Institutional Service shares are offered in a separate prospectus.
Institutional shares are only offered to investment advisory clients of an
investment advisor of an Evergreen Fund (or the advisor's affiliates).

Institutional shares are sold without a front-end sales charge, contingent
deferred sales charge and they do not pay a distribution or service fee. The
minimum initial investment is $1 million, which may be waived in certain
situations. There is no minimum amount required for subsequent purchases.

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

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

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

</TABLE>

 *The Fund's shares may be made available through financial service firms
 which are also investment dealers and which have a service agreement with
 EDI. The Fund has approved the acceptance of purchase and repurchase
 request orders effective as of the time of their receipt by certain
 authorized financial intermediaries.
 **Once you have authorized either the telephone exchange or redemption
 service, anyone with a Personal Identification Number (PIN) and the
 required account information (including your broker) can request a
 telephone transaction in your account. All calls are recorded or monitored
 for verification, recordkeeping and quality-assurance purposes. The
 Evergreen Funds reserve the right to terminate the exchange privilege of
 any shareholder who exceeds the listed maximum number of exchanges.


                                                       SELECT MONEY MARKET FUNDS

                                                                              13
<PAGE>

                                   EVERGREEN


HOW TO REDEEM SHARES

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

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

  Write Us     . You can mail a       Evergreen Service Company Overnight Address:
                 redemption request
                 to:
                                      P.O. Box 2121             Evergreen Service Company
                                      Boston, MA 02106-2121     200 Berkeley St.
                                                                Boston, MA 02116-5039
               . Your letter of instructions must:
               -list the Fund name and the account number
               -indicate the number of shares or dollar value you wish to redeem
               -be signed by the registered owner(s)
               . See exceptions list below for requests that must be signature
                 guaranteed.

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

 *The Fund's shares may be made available through financial service firms
 which are also investment dealers and which have a service agreement with
 EDI. The Fund has approved the acceptance of purchase and repurchase
 request orders effective as of the time of their receipt by certain
 authorized financial intermediaries.
 **Once you have authorized either the telephone exchange or redemption
 service, anyone with a Personal Identification Number (PIN) and the
 required account information (including your broker) can request a
 telephone transaction in your account. All calls are recorded or monitored
 for verification, recordkeeping and quality-assurance purposes. The
 Evergreen Funds reserve the right to terminate the exchange privilege of
 any shareholder who exceeds the listed maximum number of exchanges.

Timing of Proceeds

Normally, we will send your redemption proceeds on the next business day after
we receive your request; however, we reserve the right to wait up to seven
business days to redeem any investments made by check and five business days
for investments made by Automated Clearing House transfer. We also reserve the
right to redeem in kind by paying you the proceeds of a redemption in
securities rather than in cash, and to redeem the remaining amount in the
account if your redemption brings the account balance below the initial minimum
of $1,000,000.

Exceptions: Redemption Requests That Require A Signature Guarantee

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


 .You want the proceeds transmitted to a bank          Who Can Provide A
account not listed on the account                     Signature Guarantee:
 .You want the proceeds payable to anyone other than   .Commercial Bank
the registered owner(s) of the account                .Trust Company
 .Either your address or the address of your bank      .Savings Association
account has been changed within 30 days               .Credit Union
                                                      .Member of a U.S. stock
                                                      exchange

SELECT MONEY MARKET FUNDS

14
<PAGE>

                                   EVERGREEN


OTHER SERVICES

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.
Telephone requests received by 4 p.m. Eastern time will be invested the day the
request is received.

Reinvestment Privileges
Under certain circumstances, shareholders may, within one year of redemption,
reinstate their accounts at the current price. This is the Fund's net asset
value, also sometimes referred to as the Fund's "NAV."

THE TAX CONSEQUENCES OF INVESTING IN THE FUNDS

You may be taxed in two ways:
 . On Fund distributions (dividends and capital gains)
 . 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 Select Municipal Money Market Fund expects that
substantially all of its regular dividends will be exempt from federal income
tax other than the alternative minimum tax. Otherwise, the Funds will
distribute two types of taxable income to you:

 . Dividends. To the extent that regular dividends are derived from interest
  that is not tax exempt, or from short-term capital gains, you will have to
  include them in your federal taxable income. Each Fund pays a monthly
  dividend from the dividends, interest and other income on the securities in
  which it invests.
 . Capital Gains. When a mutual fund sells a security it owns for a profit, the
  result is a capital gain. Evergreen Select Money Market 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).
  It is not anticipated that any significant capital gains will be realized by
  the Funds.

Dividend and Capital Gain Reinvestment
Unless you choose otherwise on the account application, all dividend and
capital gain payments will be reinvested to buy additional shares. Distribution
checks that are returned and distribution checks that are uncashed when the
shareholder has failed to respond to mailings from the shareholder servicing
agent will automatically be reinvested to buy additional shares.

No interest will accrue on amounts represented by uncashed distribution or
redemption checks.

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

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


                                                       SELECT MONEY MARKET FUNDS

                                                                              15
<PAGE>

                                   EVERGREEN


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

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

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.

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

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

SELECT MONEY MARKET FUNDS

16
<PAGE>

                                   EVERGREEN


FINANCIAL HIGHLIGHTS
This section looks in detail at the results for one share in the Institutional
shares 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 the Funds have been derived from financial
statements audited by PricewaterhouseCoopers LLP, the Funds' independent
accountants. As of the date of this prospectus, Evergreen Select U.S.
Government Money Market Fund did not have any shares outstanding. For a more
complete picture of the Funds' financial statements, please see the Funds'
Annual Report as well as the Statement of Additional Information.
- --------------------------------------------------------------------------------

SELECT MONEY MARKET FUND

<TABLE>
<CAPTION>
                                             Year Ended February 28,
                                          --------------------------------
                                             1999        1998     1997 (a)
- -----------------------------------------------------------------------------
 <S>                                      <C>         <C>         <C>
 Net asset value, beginning of period     $     1.00  $     1.00  $   1.00
                                          ----------  ----------  --------
 Income from investment operations
 Net investment income                         0.054       0.056     0.015
 Less distributions to shareholders from
  net investment income                       (0.054)     (0.056)   (0.015)
                                          ----------  ----------  --------
 Net asset value, end of period           $     1.00  $     1.00  $   1.00
                                          ----------  ----------  --------
 Total return                                   5.53%       5.71%     1.57%
 Ratios and supplemental data
 Net assets, end of period (thousands)    $2,853,495  $1,051,741  $575,331
 Ratios to average net assets
 Expenses                                       0.21%       0.20%     0.07%+
 Net investment income                          5.35%       5.60%     5.48%+
</TABLE>

(a) For the period from November 19, 1996 (commencement of class operations) to
    February 28, 1997.
+ Annualized.

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

SELECT MUNICIPAL MONEY MARKET FUND

<TABLE>
<CAPTION>
                                               Year Ended February 28,
                                              ----------------------------
                                                1999      1998    1997 (a)
- -----------------------------------------------------------------------------
 <S>                                          <C>       <C>       <C>
 Net asset value, beginning of period         $   1.00  $   1.00  $   1.00
                                              --------  --------  --------
 Income from investment operations
 Net investment income                           0.035     0.036     0.010
 Less distributions to shareholders from net
  investment income                             (0.035)   (0.036)   (0.010)
                                              --------  --------  --------
 Net asset value, end of period               $   1.00  $   1.00  $   1.00
                                              --------  --------  --------
 Total return                                     3.52%     3.67%     0.96%
 Ratios and supplemental data
 Net assets, end of period (thousands)        $857,242  $441,988  $206,124
 Ratios to average net assets
 Expenses                                         0.18%     0.10%     0.05%+
 Net investment income                            3.41%     3.63%     3.50%+
</TABLE>

(a) For the period from November 20, 1996 (commencement of class operations) to
    February 28, 1997.
+ Annualized.

                                                       SELECT MONEY MARKET FUNDS

                                                                              17
<PAGE>

                                   EVERGREEN

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

SELECT TREASURY MONEY MARKET FUND

<TABLE>
<CAPTION>
                                             Year Ended February 28,
                                          --------------------------------
                                             1999        1998     1997 (a)
- -----------------------------------------------------------------------------
 <S>                                      <C>         <C>         <C>
 Net asset value, beginning of period     $     1.00  $     1.00  $   1.00
                                          ----------  ----------  --------
 Income from investment operations
 Net investment income                         0.051       0.055     0.015
 Less distributions to shareholders from
  net investment income                       (0.051)     (0.055)   (0.015)
                                          ----------  ----------  --------
 Net asset value, end of period           $     1.00  $     1.00  $   1.00
                                          ----------  ----------  --------
 Total return                                   5.24%       5.51%     1.49%
 Ratios and supplemental data
 Net assets, end of period (thousands)    $2,061,540  $1,256,701  $367,771
 Ratios to average net assets
 Expenses                                       0.21%       0.18%     0.06%+
 Net investment income                          5.10%       5.42%     5.24%+
</TABLE>

(a) For the period from November 20, 1996 (commencement of class operations) to
    February 28, 1997.
+ Annualized.

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

SELECT 100% TREASURY MONEY MARKET FUND

<TABLE>
<CAPTION>
                                                            Year Ended
                                                           February 28,
                                                         ------------------
                                                           1999    1998 (a)
- -----------------------------------------------------------------------------
 <S>                                                     <C>       <C>
 Net asset value, beginning of period                    $   1.00  $   1.00
                                                         --------  --------
 Income from investment operations
 Net investment income                                      0.048     0.012
 Less distributions to shareholders from net investment
  income                                                   (0.048)   (0.012)
                                                         --------  --------
 Net asset value, end of period                          $   1.00  $   1.00
                                                         --------  --------
 Total return                                                4.88%     1.18%
 Ratios and supplemental data
 Net assets, end of period (thousands)                   $546,122  $245,004
 Ratios to average net assets
 Expenses                                                    0.17%     0.20%+
 Net investment income                                       4.72%     5.18%+
</TABLE>

(a) For the period from December 8, 1997 (commencement of class operations) to
    February 28, 1998.
+ Annualized.

SELECT MONEY MARKET FUNDS

18
<PAGE>

                                   EVERGREEN


OTHER FUND PRACTICES

The Funds may borrow money as a temporary measure for extraordinary or
emergency purposes, such as the redemption of Fund shares. The Funds, except
Select 100% Treasury Money Market Fund, may also lend their securities.
Borrowing is a form of leverage that may magnify a Fund's gain or loss. Lending
securities may cause the Fund to lose the opportunity to sell these securities
at the most desirable price and, therefore, lose money.

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

                                                       SELECT MONEY MARKET FUNDS

                                                                              19
<PAGE>

                                   EVERGREEN


                             Evergreen Select Funds

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

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

Select Equity Trust
Select Strategic Value Fund
Select Large Cap Blend Fund
Select Strategic Growth Fund
Select Social Principles Fund
Select Small Company Value Fund
Select Core Equity Fund
Select Small Cap Growth Fund
Select Balanced Fund
Select Diversified Value Fund
Select Special Equity Fund
Select Equity Index Fund
Select Secular Growth Fund

Investor Services
800.343.2898

www.evergreen-funds.com

SELECT MONEY MARKET FUNDS

20
<PAGE>

                             QUICK REFERENCE GUIDE
1  Shareholder Services
    Call 1-800-343-2898
    Each business day, 8 a.m. to 6 p.m. Eastern time to
    . buy, redeem or exchange shares
    . order applications
    . get assistance with your account

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

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

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

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

6  Regular communications you will receive:
    Account Statements -- You will receive quarterly statements for each
    Fundyou own.

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

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

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

<PAGE>

    For More Information about the Evergreen Select Money Market Funds, Ask
    for:

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

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

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

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

                          Evergreen Distributor, Inc.
                                90 Park Avenue
                           New York, New York 10016

                                                         SEC File No. 811-08405
17828                                                          539894 RV5

                                                                 ---------------
                                                                    BULK RATE
                                                                       U.S.
                                                                     POSTAGE
                                                                       PAID
[LOGO OF EVERGREEN FUNDS APPEARS HERE]                            PERMIT NO. 19
                                                                    HUDSON, MA
201 South College St.                                            ---------------
Charlotte, NC 28288








<PAGE>






EVERGREEN SELECT MONEY MARKET FUNDS


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

   Institutional Service shares

   Prospectus, July 1, 1999, as amended October 1, 1999      [LOGO OF EVERGREEN
                                                             FUNDS APPEARS HERE]

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

<PAGE>


FUND RISK/RETURN SUMMARIES:

<TABLE>
<S>                                                                          <C>
Overview of Fund Risks......................................................   1
Evergreen Select Money Market Fund..........................................   2
Evergreen Select Municipal Money Market Fund................................   4
Evergreen Select Treasury Money Market Fund.................................   6
Evergreen Select U.S. Government Money Market Fund..........................   8
Evergreen Select 100% Treasury Money Market Fund............................  10
</TABLE>

GENERAL INFORMATION:

<TABLE>
<S>                                                                          <C>
The Funds' Investment Advisor...............................................  12
Calculating the Share Price.................................................  12
How to Choose an Evergreen Fund.............................................  12
How to Buy Shares...........................................................  13
How to Redeem Shares........................................................  14
Other Services..............................................................  15
The Tax Consequences of Investing in the Funds..............................  15
Fees and Expenses of the Funds..............................................  16
Financial Highlights........................................................  17
Other Fund Practices........................................................  19
</TABLE>
In general, Funds included in this prospectus seek to provide investors with
current income consistent with stability of principal and liquidity.




 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


         Select Money
         Market Funds

typically rely on a combination of the following strategies:
 . maintaining $1.00 per share net asset value;
 . investing in high-quality, short-term money market instruments including
   U.S. government securities;
 . investing in compliance with industry-standard requirements for money
   market funds for the quality, maturity and diversification of investments;
   and
 . selling a portfolio investment when the investment no longer appears to
   meet the Fund's investment objective, when the Fund must meet redemptions,
   or for other reasons which the portfolio manager deems necessary.

may be appropriate for investors who:
 . are seeking a conservative investment which invests in relatively safe
   securities;
 . are seeking a Fund for short-term investment; and
 . are seeking liquidity.

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

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

 Although Select Money Market Funds seek to preserve the value of your
 investment at $1.00 per share, it is possible to lose money by investing in the
 Funds.

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

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

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

                                                       SELECT MONEY MARKET FUNDS

                                                                               1
<PAGE>

                                  EVERGREEN

                           Select Money Market Fund

 FUND FACTS:

 Goal:
 .High Current Income
 . Preservation of Capital Liquidity

 Principal Investment:
 . Short-term Corporate Debt Securities

 Class of Shares Offered in this Prospectus:
 .Institutional Service

 Investment Advisor:
 . Evergreen Investment Management

 NASDAQ Symbol:
 . EMSXX

 Dividend Payment Schedule:
 . Monthly
 ................................................................................

   INVESTMENT GOAL

The Fund seeks as high a level of current income as is consistent with
preserving capital and providing liquidity.

   INVESTMENT STRATEGY

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

The Fund invests principally in short-term corporate debt securities determined
to present minimal credit risk. In addition, the Fund may invest in short-term
securities issued or guaranteed by the U.S. government or its agencies or
instrumentalities, including the Interamerican Development Bank and the
International Bank for Reconstruction and Development. The Fund may also invest
in commercial paper and bank obligations. The portfolio manager focuses
primarily on the interest rate environment in determining which securities to
purchase for the portfolio. Generally, as interest rates go up, the Fund will
invest in securities of shorter maturities. If interest rates are high, the
Fund will invest in securities with longer maturities; however, the Fund will
not acquire any security with a remaining maturity of greater than 397 days.

   RISK FACTORS

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

 .Interest Rate Risk
 .Credit Risk

Because obligations of the Interamerican Development Bank and the International
Bank of Reconstruction and Development are supported only by appropriated but
unpaid commitments of member countries, there is no assurance that the
commitments will be undertaken in the future.

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

2
<PAGE>

   PERFORMANCE

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

The chart below shows the percentage gain or loss for Institutional Service
shares of the Fund in each calendar year since the Institutional Service
shares' inception on 11/26/1996. It should give you a general idea of how the
Fund's return has varied from year-to-year. This graph includes the effects of
Fund expenses.

Year-by-Year Total Return for Institutional Service Shares (%)

                              [CHART APPEARS HERE]

Best Quarter:3rd Quarter 1997+1.37%
Worst Quarter:1st Quarter 1997+1.28%
Year to date total return through 6/30/1999 is +2.35%.

The next table lists the Fund's average annual total return over the past one
year and since inception (through 12/31/1998). This table is intended to
provide you with some indication of the risks of investing in the Fund.

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

<TABLE>
<CAPTION>
                   Inception                          Performance
                      Date                               Since
                    of Class  1 year 5 year 10 year Class Inception

  <S>              <C>        <C>    <C>    <C>     <C>
  Institutional
   Service         11/26/1996 5.36%   N/A     N/A        5.41%
</TABLE>

To obtain current yield information call 1-800-343-2898.

   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)*

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

  <S>              <C>        <C>   <C>      <C>
  Institutional
   Service           0.15%    0.25%  0.07%          0.47%
</TABLE>

*  Actual expenses for the fiscal year ended 2/28/1999.
** From time to time, the Fund's investment advisor may, at its discretion,
   reduce or waive its fees or reimburse a Fund for certain of its expenses in
   order to reduce expense ratios. The Fund's investment advisor may cease these
   waivers or reimbursements at any time. The annual operating expenses do not
   reflect fee waivers and expense reimbursements. Including current fee waivers
   and expense reimbursements, Total Fund Operating Expenses were 0.46%.

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

Example of Fund Expenses
<TABLE>
  <S>             <C>
  After 1 year     $48
  After 3 years   $151
  After 5 years   $263
  After 10 years  $592
</TABLE>
                                                       SELECT MONEY MARKET FUNDS

                                                                               3
<PAGE>


Select Municipal
Money Market Fund

 FUND FACTS:

 Goal:
 . High Current Income
   Exempt from Federal
   Tax
 . Preservation of Capital
 . Liquidity

 Principal Investment:
 . Municipal Money
   Market Securities

 Class of Shares Offered
 in this Prospectus:
 . Institutional Service

 Investment Advisor:
 . Evergreen Investment
   Management

 NASDAQ Symbol:
 .EISXX

 Dividend Payment Schedule:
 .Monthly
 ................................................................................

   INVESTMENT GOAL

The Fund seeks as high a level of current income exempt from federal income tax
as is consistent with preserving capital and providing liquidity.

   INVESTMENT STRATEGY

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

The Fund invests principally in short-term municipal money market securities,
notes and commercial paper determined to present minimal credit risk and issued
by any U.S. state, the District of Columbia and their political subdivisions.
Under normal circumstances, at least 80% of the Fund's annual interest income
will be exempt from federal income tax, other than the alternative minimum tax.
The Fund may temporarily invest up to 20% of its net assets in taxable
securities under one or more of the following circumstances: (a) pending
investment of proceeds from sale of Fund shares or of portfolio securities; (b)
pending settlement of purchases of portfolio securities, and (c) to maintain
liquidity for the purpose of meeting anticipated redemptions. The Fund may
temporarily invest more than 20% of its total assets in taxable securities for
defensive purposes which may result in the Fund not achieving its investment
objective. In determining what securities to purchase for the portfolio the
portfolio manager focuses on the supply and demand of the security in the
market place as well as the current interest rate environment. Generally, as
interest rates go up, the Fund will invest in securities of shorter maturities.
If interest rates are high, the Fund will invest in securities with longer
maturities; however, the Fund will not acquire any security with a remaining
maturity of greater than 397 days.

   RISK FACTORS

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

 .Interest Rate Risk
 .Credit Risk

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

4
<PAGE>

   PERFORMANCE

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

The chart below shows the percentage gain or loss for Institutional Service
shares of the Fund in each calendar year since the Institutional Service
shares' inception on 11/25/1996. It should give you a general idea of how the
Fund's return has varied from year-to-year. This graph includes the effects of
Fund expenses.

Year-by-Year Total Return for Institutional Service Shares (%)

Best Quarter:2nd Quarter 1997+0.90%
Worst Quarter:1st Quarter 1997+0.75%
Year to date total return through 6/30/1999 is +1.47%.

The next table lists the Fund's average annual total return over the past one
year and since inception (through 12/31/1998). This table is intended to
provide you with some indication of the risks of investing in the Fund.

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

<TABLE>
<CAPTION>
                   Inception                          Performance
                      Date                               Since
                    of Class  1 year 5 year 10 year Class Inception
  <S>              <C>        <C>    <C>    <C>     <C>
  Institutional
   Service         11/25/1996 3.35%   N/A     N/A        3.38%
</TABLE>

To obtain current yield information call 1-800-343-2898.

   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)*

<TABLE>
<CAPTION>
                    Management       12b-1        Other              Total Fund
                       Fees          Fees        Expenses       Operating Expenses**
  <S>               <C>              <C>         <C>            <C>
  Institutional
   Service            0.15%          0.25%        0.09%                0.49%
</TABLE>

*Actual expenses for the fiscal year ended 2/28/1999.
**From time to time, the Fund's investment advisor may, at its discretion,
reduce or waive its fees or reimburse a Fund for certain of its expenses in
order to reduce expense ratios. The Fund's investment advisor may cease these
waivers or reimbursements at any time. The annual operating expenses do not
reflect fee waivers and expense reimbursements. Including current fee waivers
and expense reimbursements, Total Fund Operating Expenses were 0.42%.

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

Example of Fund Expenses
<TABLE>

  <S>             <C>
  After 1 year     $50
  After 3 years   $157
  After 5 years   $274
  After 10 years  $616
</TABLE>
                                                       SELECT MONEY MARKET FUNDS

                                                                               5
<PAGE>
                                  EVERGREEN

                       Select Treasury Money Market Fund

 FUND FACTS:

 Goal:
 . Stability of Principal
 . Current Income

 Principal Investments:
 . Short-Term U.S. Treasury Obligations
 . Repurchase Agreements backed by Short-Term Treasury Obligations

 Class of Shares Offered in this Prospectus:
 . Institutional Service

 Investment Advisor:
 . Evergreen Investment Management

 NASDAQ Symbol:
 . EITXX

 Dividend Payment Schedule:
 . Monthly
 ................................................................................

   INVESTMENT GOAL

The Fund seeks to maintain stability of principal while earning current income.

   INVESTMENT STRATEGY

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

The Fund will invest in short-term U.S. Treasury obligations and repurchase
agreements backed by such obligations. U.S. Treasury securities are guaranteed
as to principal and interest, and supported by the full faith and credit of the
U.S. government. The portfolio manager focuses primarily on the interest rate
environment in determining which securities to purchase for the portfolio.
Generally, as interest rates go up, the Fund will invest in securities of
shorter maturities. If interest rates are high, the Fund will invest in
securities with longer maturities; however, the Fund will not acquire any
security with a remaining maturity of greater than 397 days.

   RISK FACTORS

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

 .Interest Rate Risk

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

SELECT MONEY MARKET FUNDS

6
<PAGE>

   PERFORMANCE

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

The chart below shows the percentage gain or loss for Institutional Service
shares of the Fund in each calendar year since the Institutional Service
shares' inception on 11/27/1996. It should give you a general idea of how the
Fund's return has varied from year-to-year. This graph includes the effects of
Fund expenses.

Year-by-Year Total Return for Institutional Service Shares (%)

                              [CHART APPEARS HERE]

Best Quarter:4th Quarter 1997+1.31%
Worst Quarter:4th Quarter 1998+1.16%

Year to date total return through 6/30/1999 is +2.20%.

The next table lists the Fund's average annual total return over the past one
year and since inception (through 12/31/1998). This table is intended to
provide you with some indication of the risks of investing in the Fund.

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

<TABLE>
<CAPTION>
                  Inception                         Performance
                      Date                             Since
                   of Class 1 year 5 year 10 year Class Inception
  <S>            <C>        <C>    <C>    <C>     <C>
  Institutional
   Service       11/27/1996 5.11%   N/A     N/A        5.18%
</TABLE>

To obtain current yield information call 1-800-343-2898.

   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)*

<TABLE>
<CAPTION>
                    Management       12b-1        Other              Total Fund
                       Fees          Fees        Expenses       Operating Expenses**
  <S>               <C>              <C>         <C>            <C>
  Institutional
   Service            0.15%          0.25%        0.07%                0.47%
</TABLE>

*Actual expenses for the fiscal year ended 2/28/1999.
**From time to time, the Fund's investment advisor may, at its discretion,
reduce or waive its fees or reimburse a Fund for certain of its expenses in
order to reduce expense ratios. The Fund's investment advisor may cease these
waivers or reimbursements at any time. The annual operating expenses do not
reflect fee waivers and expenses reimbursements. Including current fee waivers
and expense reimbursement, Total Fund Operating Expenses were 0.45%.

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

Example of Fund Expenses
<TABLE>

  <S>             <C>
  After 1 year     $48
  After 3 years   $151
  After 5 years   $263
  After 10 years  $591
</TABLE>
                                                       SELECT MONEY MARKET FUNDS

                                                                               7
<PAGE>
                                  EVERGREEN

                   Select U.S. Government Money Market Fund

 FUND FACTS:

 Goal:
 . High Current Income
 . Preservation of Capital
 . Liquidity

 Principal Investments:
 . Short-Term U.S. Government Securities

 Class of Shares Offered in this Prospectus:
 . Institutional Service

 Investment Advisor:
 . Evergreen Investment Management

 Dividend Payment Schedule:
 . Monthly
 ................................................................................

   INVESTMENT GOAL

The Fund seeks as high a level of current income as is consistent with
preservation of capital and maintaining liquidity.

   INVESTMENT STRATEGY

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

The Fund will invest at least 65% of its assets in high-quality short-term
securities issued or guaranteed by the U.S. government, its agencies or
instrumentalities and repurchase agreements backed by such securities. In
addition, the Fund may invest in obligations of the Interamerican Development
Bank and the International Bank for Reconstruction and Development. The
portfolio manager focuses primarily on the interest rate environment in
determining which securities to purchase for the portfolio. Generally, as
interest rates go up, the Fund will invest in securities of shorter maturities.
If interest rates are high, the Fund will invest in securities with longer
maturities; however, the Fund will not acquire any security with a remaining
maturity of greater than 397 days.

   RISK FACTORS

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

 .Interest Rate Risk

In addition to interest rate risk, the Fund is subject to risks associated with
obligations of the Interamerican Development Bank and the International Bank
for Reconstruction. Because obligations of the Interamerican Development Bank
and the International Bank of Reconstruction and Development are supported only
by appropriated but unpaid commitments of member countries, there is no
assurance that the commitments will be undertaken in the future.

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

SELECT MONEY MARKET FUNDS

8
<PAGE>

   PERFORMANCE

Since the Fund had not begun operations as of the date of this Prospectus, no
performance information is available.

To obtain current yield information call 1-800-343-2898.

   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)*

<TABLE>
<CAPTION>
                    Management       12b-1        Other              Total Fund
                       Fees          Fees        Expenses       Operating Expenses**
  <S>               <C>              <C>         <C>            <C>
  Institutional
   Service            0.12%          0.25%        0.18%                0.55%
</TABLE>

*  Estimated for the fiscal year ending 2/29/2000.
** From time to time, the Fund's investment advisor may, at its discretion,
   reduce or waive its fees or reimburse a Fund for certain of its expenses in
   order to reduce expense ratios. The Fund's investment advisor may cease these
   waivers or reimbursements at any time. The annual operating expenses do not
   reflect fee waivers and expenses reimbursements. Including current fee
   waivers and expense reimbursements, Total Fund Operating Expenses would be
   0.45%.

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

Example of Fund Expenses
<TABLE>

  <S>            <C>
  After 1 year   $ 56
  After 3 years  $176
</TABLE>
                                                       SELECT MONEY MARKET FUNDS

                                                                               9
<PAGE>
                                  EVERGREEN

                    Select 100% Treasury Money Market Fund

 FUND FACTS:

 Goal:
 . Stability of Principal
 . Current Income

 Principal Investment:
 . U.S. Treasury Securities

 Class of Shares Offered in this Prospectus:
 . Institutional Service

 Investment Advisor:
 . Evergreen Investment Management

 NASDAQ Symbol:
 .EIMSX

 Dividend Payment Schedule:
 . Monthly
 ................................................................................

   INVESTMENT GOAL

The Fund seeks to maintain stability of principal while earning current income.

   INVESTMENT STRATEGY

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

The Fund will invest only in U.S. Treasury securities, which are high quality
debt securities issued by the U.S. Treasury, guaranteed as to principal and
interest and supported by the full faith and credit of the U.S. government. The
portfolio manager focuses primarily on the interest rate environment in
determining which securities to purchase for the portfolio. Generally, as
interest rates go up, the Fund will invest in securities of shorter maturities.
If interest rates are high, the Fund will invest in securities with longer
maturities; however, the Fund will not acquire any security with a remaining
maturity of greater than 397 days.

   RISK FACTORS

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

 .Interest Rate Risk

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

SELECT MONEY MARKET FUNDS

10
<PAGE>

   PERFORMANCE

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

The chart below shows the percentage gain or loss for Institutional Service
shares of the Fund in each calendar year since the Institutional Service
shares' inception on 12/23/1997. It should give you a general idea of how the
Fund's return has varied from year-to-year. This graph includes the effects of
Fund expenses.

Year-by-Year Total Return for Institutional Service Shares (%)

                              [CHART APPEARS HERE]

Best Quarter:1st Quarter 1998+1.20%
Worst Quarter:4th Quarter 1998+1.07%

Year to date total return through 6/30/1999 is +2.11%.

The next table lists the Fund's average annual total return over the past one
year and since inception (through 12/31/1998). This table is intended to
provide you with some indication of the risks of investing in the Fund.

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

<TABLE>
<CAPTION>
                   Inception                          Performance
                      Date                               Since
                    of Class  1 year 5 year 10 year Class Inception

  <S>              <C>        <C>    <C>    <C>     <C>
  Institutional
   Service         12/23/1997 4.73%   N/A     N/A        4.75%
</TABLE>

To obtain current yield information call 1-800-343-2898.

   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)*

<TABLE>
<CAPTION>
                    Management       12b-1        Other              Total Fund
                       Fees          Fees        Expenses       Operating Expenses**
  <S>               <C>              <C>         <C>            <C>
  Institutional
   Service            0.25%          0.25%        0.08%                0.58%
</TABLE>

*Actual expenses for the fiscal year ended 2/28/1999.
**From time to time, the Fund's investment advisor may, at its discretion,
reduce or waive its fees or reimburse a Fund for certain of its expenses in
order to reduce expense ratios. The Fund's investment advisor may cease these
waivers or reimbursements at any time. The annual operating expenses do not
reflect fee waivers and expenses reimbursements. Including current fee waivers
and expense reimbursements and restated to reflect current fees, Total Fund
Operating Expenses would have been 0.41%.
The table below shows the total expenses you would pay on a $10,000 investment
over one-, three-, five- and ten-year periods. The example is intended to help
you compare the cost of investing in this Fund versus other mutual funds and is
for illustration only. The example assumes a 5% average annual return and that
you reinvest all of your dividends. Your actual costs may be higher or lower.

Example of Fund Expenses
<TABLE>

  <S>             <C>
  After 1 year     $60
  After 3 years   $189
  After 5 years   $329
  After 10 years  $738
</TABLE>
                                                       SELECT MONEY MARKET FUNDS

                                                                              11
<PAGE>

                                   EVERGREEN

THE FUNDS' INVESTMENT ADVISOR

An investment advisor manages a Fund's investments and supervises its daily
business affairs. The investment advisor for the Evergreen Select Money Market
Funds is Evergreen Investment Management. 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 $230 billion in
consolidated assets as of 6/30/1999. First Union Corporation is located at 301
South College Street, Charlotte, North Carolina 28288-0013.

Evergreen Investment Management (EIM)
(formerly known as Capital Management Group, or CMG), a division of First Union
National Bank (FUNB), has been managing money for over 50 years and currently
manages over $28.8 billion in assets for 44 of the Evergreen Funds. EIM is
located at 201 South College Street, Charlotte, North Carolina 28288-0630.

For the fiscal year ended 2/28/1999, aggregate advisory fees paid to EIM by
each Fund were as follows:

<TABLE>
<CAPTION>
                             % of the Fund's average
  Fund                          daily net assets
  <S>                        <C>
  Money Market                         0.14%
  Municipal Money Market               0.09%
  Treasury Money Market                0.13%
  U.S. Government Money Market          N/A*
  100% Treasury Money Market           0.08%
</TABLE>

*The contractual advisory fee rate for the U.S. Government Money Market Fund is
0.12% of the Fund's average daily net assets.

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

CALCULATING THE SHARE PRICE

The value of one share of a Fund, also known as the net asset value, or NAV, is
calculated twice daily on each day the New York Stock Exchange is open
(normally 12 noon Eastern time) and as of the time the Exchange closes
(normally 4 p.m. Eastern time). The share price is calculated for each share by
adding up the total assets of the Fund, subtracting all liabilities, then
dividing the result by the total number of shares outstanding. Each class of
shares is calculated separately. Each security held by a Fund is valued on an
amortized cost basis according to Rule 2a-7 under the Investment Company Act of
1940. Under this method of valuation, a security is initially valued at its
acquisition cost, and thereafter a constant straightline amortization of any
discount or premium is assumed each day regardless of the impact of fluctuating
interest rates on the market value of the security.

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.

HOW TO CHOOSE AN EVERGREEN FUND

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

SELECT MONEY MARKET FUNDS

12
<PAGE>

                                   EVERGREEN

HOW TO BUY SHARES

After choosing a Fund, you select a share class. The Funds offer two different
institutional classes. Institutional Service shares are offered in this
prospectus. Institutional shares are offered in a separate prospectus.
Institutional shares are only offered to investment advisory clients of an
investment advisor of an Evergreen Fund (or the advisor's affiliates).

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

Each Fund has adopted for its Institutional Service shares a distribution plan
which provides for the payment of an annual service fee of up to 0.25% of the
average daily net assets of the class for personal services rendered to
shareholders and/or the maintenance of accounts.

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

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

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

 *  The Fund's shares may be made available through financial service firms
    which are also investment dealers and which have a service agreement with
    EDI. The Fund has approved the acceptance of purchase and repurchase request
    orders effective as of the time of their receipt by certain authorized
    financial intermediaries.
 ** Once you have authorized either the telephone exchange or redemption
    service, anyone with a Personal Identification Number (PIN) and the required
    account information (including your broker) can request a telephone
    transaction in your account. All calls are recorded or monitored for
    verification, recordkeeping and quality-assurance purposes. The Evergreen
    Funds reserve the right to terminate the exchange privilege of any
    shareholder who exceeds the listed maximum number of exchanges.

                                                       SELECT MONEY MARKET FUNDS

                                                                              13
<PAGE>

                                   EVERGREEN

HOW TO REDEEM SHARES

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

<TABLE>
<CAPTION>
  Methods      Requirements
  <C>          <S>                      <C>                          <C>
  Call Us      . Call the Evergreen Express Line at 1-800-346-3858 24 hours a day or 1-800-343-
                 2898 between 8 a.m. and 6 p.m. Eastern time, on any business day.
               . This service must be authorized ahead of time, and is only available for
                 regular accounts.**
               . All authorized requests made before 4 p.m. Eastern time on market trading days
                 will be processed at that day's closing price. Requests after 4 p.m. will be
                 processed the following business day.*
               . We can either:
               -wire the proceeds into your bank account (service charges may apply)
               -electronically transmit the proceeds to your bank account via the Automated
               Clearing House service
               -mail you a check.
               . All telephone calls are recorded for your protection. We are not responsible
                 for acting on telephone orders we believe are genuine.
               . See exceptions list below for requests that must be made in writing.
  Write Us     . You can mail a         Evergreen Service Company    Overnight Address:
                 redemption request
                 to:
                                        P.O. Box 2121                Evergreen Service Company
                                        Boston, MA 02106-2121        200 Berkeley St.
                                                                     Boston, MA 02116-5039
               . Your letter of instructions must:
               -list the Fund name and the account number
               -indicate the number of shares or dollar value you wish to redeem
               -be signed by the registered owner(s)
               . See exceptions list below for requests that must be signature guaranteed.
  Redeem Your  . You may also redeem your shares through participating broker-dealers by
  Shares in      delivering a letter as described above to your broker-dealer.
  Person       . A fee may be charged for this service.
</TABLE>

 *  The Fund's shares may be made available through financial service firms
    which are also investment dealers and which have a service agreement with
    EDI. The Fund has approved the acceptance of purchase and repurchase request
    orders effective as of the time of their receipt by certain authorized
    financial intermediaries.
 ** Once you have authorized either the telephone exchange or redemption
    service, anyone with a Personal Identification Number (PIN) and the required
    account information (including your broker) can request a telephone
    transaction in your account. All calls are recorded or monitored for
    verification, recordkeeping and quality-assurance purposes. The Evergreen
    Funds reserve the right to terminate the exchange privilege of any
    shareholder who exceeds the listed maximum number of exchanges.
    Timing of Proceeds

Normally, we will send your redemption proceeds on the next business day after
we receive your request; however, we reserve the right to wait up to seven
business days to redeem any investments made by check and five business days
for investments made by Automated Clearing House transfer. We also reserve the
right to redeem in kind by paying you the proceeds of a redemption in
securities rather than in cash, and to redeem the remaining amount in the
account if your redemption brings the account balance below the initial minimum
of $1,000,000.

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

 .You want the proceeds transmitted to a bank          Who Can Provide A
account not listed on the account                     Signature Guarantee:
 .You want the proceeds payable to anyone other than   .Commercial Bank
the registered owner(s) of the account                .Trust Company
 .Either your address or the address of your bank      .Savings Association
account has been changed within 30 days               .Credit Union
                                                      .Member of a U.S. stock
                                                      exchange

SELECT MONEY MARKET FUNDS

14
<PAGE>

                                  EVERGREEN

OTHER SERVICES

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

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

Telephone Investment Plan
You may make additional investments electronically in an existing Fund account.
Telephone requests received by 4 p.m. Eastern time will be invested the day the
request is received.

Reinvestment Privileges
Under certain circumstances, shareholders may, within one year of redemption,
reinstate their accounts at the current price. This is the Fund's net asset
value, also sometimes referred to as the Fund's "NAV."

THE TAX CONSEQUENCES OF INVESTING IN THE FUNDS

You may be taxed in two ways:
 . On Fund distributions (dividends and capital gains)
 . 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 Select Municipal Money Market Fund expects that
substantially all of its regular dividends will be exempt from federal income
tax other than the alternative minimum tax. Otherwise, the Funds will
distribute two types of taxable income to you:

 . Dividends. To the extent that regular dividends are derived from interest
  that is not tax exempt, or from short-term capital gains, you will have to
  include them in your federal taxable income. Each Fund pays a monthly
  dividend from the dividends, interest and other income on the securities in
  which it invests.
 . Capital Gains. When a mutual fund sells a security it owns for a profit, the
  result is a capital gain. Evergreen Select Money Market 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).
  It is not anticipated that any significant capital gains will be realized by
  the Funds.

Dividend and Capital Gain Reinvestment
Unless you choose otherwise on the account application, all dividend and
capital gain payments will be reinvested to buy additional shares. Distribution
checks that are returned and distribution checks that are uncashed when the
shareholder has failed to respond to mailings from the shareholder servicing
agent will automatically be reinvested to buy additional shares.

No interest will accrue on amounts represented by uncashed distribution or
redemption checks.

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

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

                                                       SELECT MONEY MARKET FUNDS

                                                                              15
<PAGE>

                                  EVERGREEN

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

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

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 Institutional Service shares. Up to 0.75% of the Institutional Service
shares' average daily net assets are payable as a 12b-1 fee. 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.
A Fund may use this fee 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: 1) your
total return in the Fund is reduced in direct proportion to the fees; 2)
expense ratios can vary greatly between funds and fund families, from under
0.25% to over 3.0%; and 3) the Fund's advisor may waive a portion of the Fund's
expenses for a period of time, reducing its expense ratio.

SELECT MONEY MARKET FUNDS

16
<PAGE>

                                   EVERGREEN

FINANCIAL HIGHLIGHTS
This section looks in detail at the results for one share in the Institutional
Service shares 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 the Funds have been derived from financial statements
audited by PricewaterhouseCoopers LLP, the Funds' independent accountants. As
of the date of this prospectus, Evergreen Select U.S. Government Money Market
Fund did not have any shares outstanding. For a more complete picture of the
Funds' financial statements, please see the Funds' Annual Report as well as the
Statement of Additional Information.
- --------------------------------------------------------------------------------

SELECT MONEY MARKET FUND

<TABLE>
<CAPTION>
                                             Year Ended February 28,
                                          --------------------------------
                                             1999        1998     1997 (a)
- -----------------------------------------------------------------------------
 <S>                                      <C>         <C>         <C>
 Net asset value, beginning of period     $     1.00  $     1.00  $   1.00
                                          ----------  ----------  --------
 Income from investment operations
 Net investment income                         0.051       0.053     0.014
 Less distributions to shareholders from
  net investment income                       (0.051)     (0.053)   (0.014)
                                          ----------  ----------  --------
 Net asset value, end of period           $     1.00  $     1.00  $   1.00
                                          ----------  ----------  --------
 Total return                                   5.27%       5.45%     1.40%
 Ratios and supplemental data
 Net assets, end of period (thousands)    $2,242,693  $1,215,348  $867,294
 Ratios to average net assets
 Expenses                                       0.46%       0.45%     0.32%+
 Net investment income                          5.12%       5.33%     5.24%+
</TABLE>

(a) For the period from November 26, 1996 (commencement of class operations) to
    February 28, 1997.
+ Annualized.

- --------------------------------------------------------------------------------
SELECT MUNICIPAL MONEY MARKET FUND

<TABLE>
<CAPTION>
                                               Year Ended February 28,
                                              ---------------------------
                                                1999     1998    1997 (a)
- -----------------------------------------------------------------------------
 <S>                                          <C>       <C>      <C>
 Net asset value, beginning of period         $   1.00  $  1.00  $  1.00
                                              --------  -------  -------
 Income from investment operations
 Net investment income                           0.032    0.034    0.008
 Less distributions to shareholders from net
  investment income                             (0.032)  (0.034)  (0.008)
                                              --------  -------  -------
 Net asset value, end of period               $   1.00  $  1.00  $  1.00
                                              --------  -------  -------
 Total return                                     3.27%    3.41%    0.85%
 Ratios and supplemental data
 Net assets, end of period (thousands)        $144,002  $61,778  $14,295
 Ratios to average net assets
 Expenses                                         0.42%    0.35%    0.30%+
 Net investment income                            3.17%    3.34%    3.19%+
</TABLE>

(a) For the period from November 25, 1996 (commencement of class operations) to
    February 28, 1997.
+   Annualized.

                                                       SELECT MONEY MARKET FUNDS

                                                                              17
<PAGE>

                                   EVERGREEN

- --------------------------------------------------------------------------------
SELECT TREASURY MONEY MARKET FUND

<TABLE>
<CAPTION>
                                             Year Ended February 28,
                                          --------------------------------
                                             1999        1998     1997 (a)
- -----------------------------------------------------------------------------
 <S>                                      <C>         <C>         <C>
 Net asset value, beginning of period     $     1.00  $     1.00  $   1.00
                                          ----------  ----------  --------
 Income from investment operations
 Net investment income                         0.049       0.052     0.013
 Less distributions to shareholders from
  net investment income                       (0.049)     (0.052)   (0.013)
                                          ----------  ----------  --------
 Net asset value, end of period           $     1.00  $     1.00  $   1.00
                                          ----------  ----------  --------
 Total return                                   4.97%       5.25%     1.33%
 Ratios and supplemental data
 Net assets, end of period (thousands)    $1,471,842  $1,005,059  $509,369
 Ratios to average net assets
 Expenses                                       0.45%       0.43%     0.31%+
 Net investment income                          4.81%       5.17%     4.98%+
</TABLE>

(a) For the period from November 27, 1996 (commencement of class operations) to
    February 28, 1997.
+   Annualized.

- --------------------------------------------------------------------------------
SELECT 100% TREASURY MONEY MARKET FUND

<TABLE>
<CAPTION>
                                                            Year Ended
                                                           February 28,
                                                         -----------------
                                                          1999    1998 (a)
- -----------------------------------------------------------------------------
 <S>                                                     <C>      <C>
 Net asset value, beginning of period                    $  1.00   $ 1.00
                                                         -------   ------
 Income from investment operations
 Net investment income                                     0.045    0.009
 Less distributions to shareholders from net investment
  income                                                  (0.045)  (0.009)
                                                         -------   ------
 Net asset value, end of period                          $  1.00   $ 1.00
                                                         -------   ------
 Total return                                               4.62%    0.93%
 Ratios and supplemental data
 Net assets, end of period (thousands)                   $98,426   $5,497
 Ratios to average net assets
 Expenses                                                   0.40%    0.42%+
 Net investment income                                      4.41%    4.74%+
</TABLE>

(a) For the period from December 23, 1997 (commencement of class operations) to
    February 28, 1998.
+   Annualized.

SELECT MONEY MARKET FUNDS

18
<PAGE>

                                   EVERGREEN

OTHER FUND PRACTICES

The Funds may borrow money as a temporary measure for extraordinary or
emergency purposes, such as the redemption of Fund shares. The Funds, except
Select 100% Treasury Money Market Fund, may also lend their securities.
Borrowing is a form of leverage that may magnify a Fund's gain or loss. Lending
securities may cause the Fund to lose the opportunity to sell these securities
at the most desirable price and, therefore, lose money.

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

                                                                              19
<PAGE>

                                   EVERGREEN

                             Evergreen Select Funds

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

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

Select Equity Trust
Select Strategic Value Fund
Select Large Cap Blend Fund
Select Strategic Growth Fund
Select Social Principles Fund
Select Small Company Value Fund
Select Core Equity Fund
Select Small Cap Growth Fund
Select Balanced Fund
Select Diversified Value Fund
Select Special Equity Fund
Select Equity Index Fund
Select Secular Growth Fund

Express Line
800.346.3858

Investor Services
800.343.2898

www.evergreen-funds.com

SELECT MONEY MARKET FUNDS

20
<PAGE>

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

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

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

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

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

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

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

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

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

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

<PAGE>

    For More Information about the Evergreen Select Money Market Funds, Ask for:

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

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

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

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

                          Evergreen Distributor, Inc.
                                90 Park Avenue
                           New York, New York 10016

                                                                        SEC File
                                                                   No. 811-08405
17827                                                                 539893 RV5

                                                              ---------------
[LOGO OF EVERGREEN FUNDS APPEARS HERE]                           BULK RATE
                                                                    U.S.
201 South College St.                                             POSTAGE
Charlotte, NC 28288                                                 PAID
                                                               PERMIT NO. 19
                                                                HUDSON, MA
                                                              ---------------
<PAGE>


                       EVERGREEN SELECT MONEY MARKET TRUST

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



                       STATEMENT OF ADDITIONAL INFORMATION

                    July 1, 1999, as amended October 1, 1999



                Evergreen Select Money Market Fund ("Money Fund")
         Evergreen Select Municipal Money Market Fund ("Municipal Fund")
          Evergreen Select Treasury Money Market Fund ("Treasury Fund")
   Evergreen Select U.S. Government Money Market Fund ("U.S. Government Fund")
     Evergreen Select 100% Treasury Money Market Fund (100% Treasury Fund")

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


                      Each Fund is a series of an open-end
                       management investment company known
                        as Evergreen Select Money Market
                               Trust (the "Trust")


     The Funds  offer two  classes of shares:  Institutional  and  Institutional
Service. This Statement of Additional Information ("SAI") pertains to each class
of shares of the Funds. It is not a prospectus but should be read in conjunction
with the  prospectuses  dated July 1, 1999, as amended  October 1, 1999,  and as
supplemented  from  time to  time,  for the  Fund in  which  you are  making  or
contemplating  an  investment.  You may obtain a  prospectus  without  charge by
calling (800)-343-2898.

     Certain  information  may be incorporated by reference to the Funds' Annual
Report  dated  February  28,  1999.  You may obtain a copy of the Annual  Report
without charge by calling (800)-343-2898.


<PAGE>


                                TABLE OF CONTENTS


PART 1

TRUST HISTORY.............................................................1-1
INVESTMENT POLICIES.......................................................1-1
OTHER SECURITIES AND PRACTICES............................................1-3
PRINCIPAL HOLDERS OF FUND SHARES..........................................1-3
EXPENSES..................................................................1-6
PERFORMANCE...............................................................1-8
SERVICE PROVIDERS.........................................................1-9
FINANCIAL STATEMENTS.....................................................1-10

PART 2

ADDITIONAL INFORMATION ON SECURITIES AND INVESTMENT PRACTICES.............2-1
PURCHASE AND REDEMPTION OF SHARES........................................2-14
SALES CHARGE WAIVERS AND REDUCTIONS......................................2-16
PRICING OF SHARES........................................................2-19
PERFORMANCE CALCULATIONS.................................................2-19
PRINCIPAL UNDERWRITER....................................................2-22
DISTRIBUTION EXPENSES UNDER RULE 12b-1...................................2-23
TAX INFORMATION..........................................................2-26
BROKERAGE................................................................2-29
ORGANIZATION.............................................................2-30
INVESTMENT ADVISORY AGREEMENT............................................2-31
MANAGEMENT OF THE TRUST..................................................2-33
CORPORATE AND MUNICIPAL BOND RATINGS.....................................2-35
ADDITIONAL INFORMATION...................................................2-46




<PAGE>




                                     PART 1

                                  TRUST HISTORY

         The  Evergreen  Select  Money  Market  Trust is an open-end  management
investment  company,  which  was  organized  as a  Delaware  business  trust  on
September 18, 1997. Each Fund is a diversified  series of Evergreen Select Money
Market Trust. A copy of the Declaration of Trust is on file as an exhibit to the
Trust's  Registration  Statement,  of which this SAI is a part. The foregoing is
qualified in its entirety by reference to the Declaration of Trust.

                               INVESTMENT POLICIES

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

         1.       Diversification

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

         Further Explanation of Diversification Policy:

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

         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  (except  for 100%
Treasury  Fund)  may lend  portfolio  securities  to  broker-dealers  and  other
financial  institutions in an amount up to 33 1/3% of its total assets, taken at
market value.  While  securities are on loan, the borrower will pay the Fund any
income accruing on the security.  The Fund may invest any collateral it receives
in additional portfolio securities, such as U.S. Treasury notes, certificates of
deposit,  other  high-grade,  short-term  obligations  or interest  bearing cash
equivalents.  Gains or losses in the market value of a security lent will affect
the Fund and its shareholders.

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

         9.       Investments in Federally Tax-Exempt Securities

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

                         OTHER SECURITIES AND PRACTICES

         Each Fund will invest in short-term  securities  that are determined to
present  minimal  credit  risk and are,  at the  time of  acquisition,  eligible
securities  pursuant to Rule 2a-7 under the 1940 Act, ("Rule 2a-7").  Short-term
securities are those having remaining  maturities of 397 days or less. Each Fund
will also  comply with the  diversification  requirements  and other  applicable
requirements prescribed by Rule 2a-7.

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

         U.S. Government Securities
         When-Issued,   Delayed-Delivery  and  Forward  Commitment  Transactions
         Repurchase   Agreements  Reverse  Repurchase  Agreements  Illiquid  and
         Restricted  Securities  (Money Fund and Municipal Fund only) Investment
         in Other  Investment  Companies Short Sales Municipal Bonds  (Municipal
         Fund only) Virgin Islands, Guam and Puerto Rico (Municipal Fund only)

                        PRINCIPAL HOLDERS OF FUND SHARES

         As of August 31, 1999,  the officers and Trustees of the Trust owned as
a group less than 1% of the outstanding shares of any class of each Fund.

         Set forth below is information with respect to each person who, to each
Fund's  knowledge,  owned  beneficially  or  of  record  more  than  5%  of  the
outstanding shares of any class of each Fund as of August 31, 1999.


- ----------------------------------------------------------------------------
Money Fund
Institutional Class
- ----------------------------------------------------------------------------
- ------------------------------------------------------------- --------------
First Union National Bank Trust Accounts                      59.134%
Attn: Ginny Batten CMG - 1151-2
401 S. Tryon St. 3rd Floor
Charlotte, NC 28202-1911
- ------------------------------------------------------------- --------------
- ------------------------------------------------------------- --------------
First Union Capital Markets Corp.                             14.285%
Div of Wheat First Securities Inc.
Attn: Money Funds
8739 Research Dr.
Charlotte, NC 28288-0675
- ------------------------------------------------------------- --------------
- ------------------------------------------------------------- --------------
Byrd & Co.                                                    12.461%
c/o First Union National Bank
Sweep Funds Processing PA 4905
530 Walnut Street
Philadelphia, PA 19101
- ------------------------------------------------------------- --------------
- ------------------------------------------------------------- --------------
ODO Inc.                                                      5.605%
2100 S. Congress Avenue ACCM
Delray Beach, FL 33445
- ------------------------------------------------------------- --------------
- ----------------------------------------------------------------------------
Money Fund
Institutional Service Class
- ----------------------------------------------------------------------------
- ------------------------------------------------------------- --------------
First Union National Bank Trust Accounts                      35.797%
Attn: Ginny Batten CMG - 1151-2
401 S. Tryon St. 3rd Floor
Charlotte, NC 28202-1911
- ------------------------------------------------------------- --------------
- ------------------------------------------------------------- --------------
First Union Capital Markets Corp.                             22.376%
Div of Wheat First Securities, Inc.
Attn:  Money Funds
8739 Research Drive
Charlotte, NC 28288-0675
- ------------------------------------------------------------- --------------
- ------------------------------------------------------------- --------------
BISYS Funds Services, Inc.                                    13.384%
FBO First Union Sweep Customers
Attn:  Mike Bryan
3435 Stelzer Road
Columbus, OH 43219-6004
- ------------------------------------------------------------- --------------
- ----------------------------------------------------------------------------
Municipal Fund
Institutional Class
- ------------------------------------------------------------- --------------
First Union National Bank Trust Accounts                      95.894%
Attn:  Ginny Batten CMG - 1151-2
401 S. Tryon Street, 3rd Floor
Charlotte, NC 28202-1911
- ----------------------------------------------------------------------------
Municipal Fund
Institutional Service Class
- ------------------------------------------------------------- --------------
First Union National Bank Trust Accounts                      36.344%
Attn:  Ginny Batten CMG - 1151-2
401 S. Tryon Street, 3rd Floor
Charlotte, NC 28202-1911
- ------------------------------------------------------------- --------------
- ------------------------------------------------------------- --------------
FUBS & Co.                                                    14.119%
FBO JMM Family Ltd. Partner
201 S. College
Charlotte, NC 28288
- ------------------------------------------------------------- --------------
- ------------------------------------------------------------- --------------
First Union Brokerage Services                                10.730%
FBO K Medic Inc.
201 S. College Street, 5th Floor
Charlotte, NC 28288
- ------------------------------------------------------------- --------------
- ------------------------------------------------------------- --------------
Donaldson Lufkin Jenrette                                     8.775%
Securities Corporation, Inc.
P.O. Box 2052
Jersey City, NJ 07303-9998
- ------------------------------------------------------------- --------------
- ------------------------------------------------------------- --------------
First Union Capital Markets Corp.                             8.184%
Division of Wheat First Securities, Inc.
Attn:  Money Funds
8739 Research Drive
Charlotte, NC 28288-0675
- ------------------------------------------------------------- --------------
- ----------------------------------------------------------------------------
Treasury Fund
Institutional Class
- ------------------------------------------------------------- --------------
First Union National Bank Trust Accounts                      52.597%
Attn:  Ginny Batten  CMG - 1151-2
401 S. Tryon Street, 3rd Floor
Charlotte, NC 28202-1911
- ------------------------------------------------------------- --------------
- ------------------------------------------------------------- --------------
First Union National Bank Trust Accounts                      39.060%
Attn:  Ginny Batten
401 S. Tryon Street, 3rd Floor
Charlotte, NC 28202-1911
- ----------------------------------------------------------------------------
Treasury Fund
Institutional Service Class
- ----------------------------------------------------------------------------
- ------------------------------------------------------------- --------------
First Union National Bank Trust Accounts                      49.659%
Attn:  Ginny Batten  CMG - 1151-2
401 S. Tryon Street, 3rd Floor
Charlotte, NC 28202-1911
- ------------------------------------------------------------- --------------
- ------------------------------------------------------------- --------------
First Union National Bank Trust Accounts                      31.406%
Attn:  Ginny Batten  CMG - 1151-2
401 S. Tryon Street, 3rd Floor
Charlotte, NC 28202-1911
- ------------------------------------------------------------- --------------
- ----------------------------------------------------------------------------
100% Treasury Fund
Institutional Class
- ----------------------------------------------------------------------------
First Union National Bank Trust Accounts                      86.908%
Attn:  Ginny Batten  CMG - 1151-2
401 S. Tryon Street, 3rd Floor
Charlotte, NC 28202-1911
- ------------------------------------------------------------- --------------
First Union National Bank Trust Accounts                      6.629%
Attn:  Ginny Batten  CMG - 1151-2
401 S. Tryon Street, 3rd Floor
Charlotte, NC 28202-1911
- ------------------------------------------------------------- --------------
- ------------------------------------------------------------- --------------
First Union Capital Markets Corp.                             6.463
Division of Wheat First Securities Inc.
Attn:  Money Funds
8739 Research Drive
Charlotte, NC 28288-0675
- ------------------------------------------------------------- --------------
- ----------------------------------------------------------------------------
100% Treasury Fund
Institutional Service Class
- ------------------------------------------------------------- --------------
First Union National Bank Trust Accounts                      97.970%
Attn:  Ginny Batten CMG - 1151-2
401 S. Tryon Street, 3rd Floor
Charlotte, NC 28202-1911
- ------------------------------------------------------------- --------------

                                    EXPENSES

Advisory Fees

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

         Evergreen Investment  Management (EIM), formerly the Capital Management
Group of First Union National Bank (FUNB), is the investment  advisor to each of
the Funds. EIM is entitled to receive from each of the Funds an annual fee based
on a percent of the Fund's average net assets, as follows:

                  --------------------------------- ------------------
                  Money Fund                              0.15%
                  --------------------------------- ------------------
                  --------------------------------- ------------------
                  Municipal Fund                          0.15%
                  --------------------------------- ------------------
                  --------------------------------- ------------------
                  Treasury Fund                           0.15%
                  --------------------------------- ------------------
                  --------------------------------- ------------------
                  U.S. Government Fund                    0.12%
                  --------------------------------- ------------------
                  --------------------------------- ------------------
                  100% Treasury Fund                      0.25%
                  --------------------------------- ------------------

         EIM has  voluntarily  agreed to reduce the investment  advisory fee for
100% Treasury Fund by 0.10%.

Advisory Fees Paid

         Below are the  advisory  fees paid by each Fund for the  fiscal  period
ended February 28, 1999, 1998 and 1997.

  ----------------------------- ---------------------- ---------------------
  Fiscal Period/Fund            Advisory Fee           Waiver
  ----------------------------- ---------------------- ---------------------
  --------------------------------------------------------------------------
  Year Ended 1999
  --------------------------------------------------------------------------
  ----------------------------- ---------------------- ---------------------
  Money Fund                    $5,052,624             $360,561
  ----------------------------- ---------------------- ---------------------
  ----------------------------- ---------------------- ---------------------
  Municipal Fund                $1,113,470             $471,568
  ----------------------------- ---------------------- ---------------------
  ----------------------------- ---------------------- ---------------------
  Treasury Fund                 $4,657,617             $597,104
  ----------------------------- ---------------------- ---------------------
  ----------------------------- ---------------------- ---------------------
  100% Treasury Fund            $1,134,410             $780,902
  ----------------------------- ---------------------- ---------------------
  --------------------------------------------------------------------------
  Year Ended 1998
  --------------------------------------------------------------------------
  ----------------------------- ---------------------- ---------------------
  Money Fund                    $2,502,328             $522,139
  ----------------------------- ---------------------- ---------------------
  ----------------------------- ---------------------- ---------------------
  Municipal Fund                $489,951               $515,003
  ----------------------------- ---------------------- ---------------------
  ----------------------------- ---------------------- ---------------------
  Treasury Fund                 $2,181,556             $708,945
  ----------------------------- ---------------------- ---------------------
  ----------------------------- ---------------------- ---------------------
  100% Treasury Fund(1)         $111,904               $175,317
  ----------------------------- ---------------------- ---------------------
  --------------------------------------------------------------------------
  Period Ended 1997
  --------------------------------------------------------------------------
  ----------------------------- ---------------------- ---------------------
  Money Fund (2)                $337,302               $0
  ----------------------------- ---------------------- ---------------------
  ----------------------------- ---------------------- ---------------------
  Municipal Fund (3)            $77,430                $0
  ----------------------------- ---------------------- ---------------------
  ----------------------------- ---------------------- ---------------------
  Treasury Fund (3)             $199,136               $0
  ----------------------------- ---------------------- ---------------------

     1. Period from December 8, 1997  (commencement  of  operations) to February
     28, 1998.
     2. Period from November 19, 1996  (commencement of operations) to February
     28,  1997.
     3. Period from November 20, 1996 (commencement of operations) to February
     28, 1997.


12b-1 Fees

         Below are the 12b-1  service  fees  paid by the  Institutional  Service
shares of each Fund for the fiscal periods ended February 28, 1999 and 1998. The
Institutional  shares  do  not  pay  12b-1  fees.  For  more  information,   see
"Distribution Expenses Under Rule 12b-1" in Part 2 of this SAI.

  ----------------------------- ----------------------
  Fund/Period                   Service Fee
  ----------------------------- ----------------------
  ----------------------------------------------------
  Year Ended 1999
  ----------------------------------------------------
  ----------------------------- ----------------------
  Money Fund                    $4,207,699
  ----------------------------- ----------------------
  ----------------------------- ----------------------
  Municipal Fund                $251,544
  ----------------------------- ----------------------
  ----------------------------- ----------------------
  Treasury Fund                 $3,301,223
  ----------------------------- ----------------------
  ----------------------------- ----------------------
  100% Treasury Fund            $100,747
  ----------------------------- ----------------------
  ----------------------------------------------------
  Year Ended 1998
  ----------------------------------------------------
  ----------------------------- ----------------------
  Money Fund                    $2,025,350
  ----------------------------- ----------------------
  ----------------------------- ----------------------
  Municipal Fund                $62,315
  ----------------------------- ----------------------
  ----------------------------- ----------------------
  Treasury Fund                 $1,467,114
  ----------------------------- ----------------------
  ----------------------------- ----------------------
  100% Treasury Fund(1)         $2,203
  ----------------------------- ----------------------
  ----------------------------------------------------
  Year Ended 1997
  ----------------------------------------------------
  ----------------------------- ----------------------
  Money Fund (2)                $297,918
  ----------------------------- ----------------------
  ----------------------------- ----------------------
  Municipal Fund                $11,834
  ----------------------------- ----------------------
  ----------------------------- ----------------------
  Treasury Fund                 $165,813
  ----------------------------- ----------------------

1. Period from December 8, 1997 (commencement of operations) to February
   28, 1998.
2. Period from November 19, 1996 (commencement of operations) to February
   28, 1997.
3. Period from November 20, 1996 (commencement of operations) to February
   28, 1997.

Trustee Compensation

         Listed below is the Trustee compensation paid by the Trust individually
and by the Trust and the eight other  trusts in the  Evergreen  Fund complex for
the fiscal period ended February 28, 1999.  The Trustees do not receive  pension
or retirement  benefits from the Funds. For more information,  see Management of
the Trust in Part 2 of this SAI.

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

Laurence B. Ashkin                 $10,876                   $75,000
- ------------------------------- ------------------ -----------------------------
- ------------------------------- ------------------ -----------------------------

Charles A. Austin, III             $10,876                   $75,000
- ------------------------------- ------------------ -----------------------------
- ------------------------------- ------------------ -----------------------------

K. Dun Gifford                     $10,523                   $72,500
- ------------------------------- ------------------ -----------------------------
- ------------------------------- ------------------ -----------------------------

James S. Howell                    $14,476                   $98,000
- ------------------------------- ------------------ -----------------------------
- ------------------------------- ------------------ -----------------------------

Leroy Keith Jr.                    $10,523                   $72,500
- ------------------------------- ------------------ -----------------------------
- ------------------------------- ------------------ -----------------------------

Gerald M. McDonnell                $10,876                   $75,000
- ------------------------------- ------------------ -----------------------------
- ------------------------------- ------------------ -----------------------------

Thomas L. McVerry                  $12,432                   $86,000
- ------------------------------- ------------------ -----------------------------
- ------------------------------- ------------------ -----------------------------

William Walt Pettit                $9,900                    $67,500
- ------------------------------- ------------------ -----------------------------
- ------------------------------- ------------------ -----------------------------

David M. Richardson                $10,523                   $72,500
- ------------------------------- ------------------ -----------------------------
- ------------------------------- ------------------ -----------------------------

Russell A. Salton, III             $11,648                   $78,000
- ------------------------------- ------------------ -----------------------------
- ------------------------------- ------------------ -----------------------------

Michael S. Scofield                $11,648                   $78,000
- ------------------------------- ------------------ -----------------------------
- ------------------------------- ------------------ -----------------------------

Richard J. Shima                   $10,523                   $72,500
- ------------------------------- ------------------ -----------------------------

         * Certain  Trustees have elected to defer all or part of their
         total  compensation  for the fiscal period ended  February 28,
         1999.  The amounts listed below will be payable in later years
         to the respective Trustees:

         Austin            $10,825
         Howell            $78,700
         McDonnell         $75,000
         McVerry           $86,000
         Pettit            $67,500
         Salton            $78,000
         Scofield          $5,500


                                   PERFORMANCE
Total Return
         Below are the  annual  total  returns  for each  class of shares of the
Funds as of February 28, 1999.  For more  information,  see "Total Return" under
Performance Calculations in Part 2 of this SAI.

- --------------------------- ------------ --------------------- ---------------
                                                               Class
Fund/Class                  One Year     Since Inception       Inception Date
- --------------------------- ------------ --------------------- ---------------
- ------------------------------------------------------------------------------
Money Fund
- ------------------------------------------------------------------------------
- --------------------------- ------------ --------------------- ---------------
Institutional               5.53%        5.63%                 11/19/96
- --------------------------- ------------ --------------------- ---------------
- --------------------------- ------------ --------------------- ---------------
Institutional Service       5.27%        5.37%                 11/26/96
- --------------------------- ------------ --------------------- ---------------
- ------------------------------------------------------------------------------
Municipal Fund
- ------------------------------------------------------------------------------
- --------------------------- ------------ --------------------- ---------------
Institutional               3.52%        3.59%                 11/20/96
- --------------------------- ------------ --------------------- ---------------
- --------------------------- ------------ --------------------- ---------------
Institutional Service       3.27%        3.33%                 11/25/96
- --------------------------- ------------ --------------------- ---------------
- ------------------------------------------------------------------------------
Treasury Fund
- ------------------------------------------------------------------------------
- --------------------------- ------------ --------------------- ---------------
Institutional               5.24%        5.39%                 11/20/96
- --------------------------- ------------ --------------------- ---------------
- --------------------------- ------------ --------------------- ---------------
Institutional Service       4.97%        5.13%                 11/27/96
- --------------------------- ------------ --------------------- ---------------
- ------------------------------------------------------------------------------
100% Treasury Fund
- ------------------------------------------------------------------------------
- --------------------------- ------------ --------------------- ---------------
Institutional               4.88%        4.96%                 12/8/97
- --------------------------- ------------ --------------------- ---------------
- --------------------------- ------------ --------------------- ---------------
Institutional Service       4.62%        4.69%                 12/23/97
- --------------------------- ------------ --------------------- ---------------



Current Yield

         Below are the current and effective  yields for each class of shares of
the Funds for the 7-day period ended  February 28, 1999.  For more  information,
see "7-Day Current and Effective Yield" under Performance  Calculation in Part 2
of this SAI.

- --------------------------- ------------------------ ------------------------
Fund                             Current Yield           Effective Yield
- --------------------------- ------------------------ ------------------------
- -----------------------------------------------------------------------------
Money Fund
- -----------------------------------------------------------------------------
- --------------------------- ------------------------ ------------------------
Institutional                        5.02%                    5.15%
- --------------------------- ------------------------ ------------------------
- --------------------------- ------------------------ ------------------------
Institutional Service                4.77%                    4.88%
- --------------------------- ------------------------ ------------------------
- -----------------------------------------------------------------------------
Municipal Fund
- -----------------------------------------------------------------------------
- --------------------------- ------------------------ ------------------------
Institutional                        3.00%                    3.05%
- --------------------------- ------------------------ ------------------------
- --------------------------- ------------------------ ------------------------
Institutional Service                2.75%                    2.79%
- --------------------------- ------------------------ ------------------------
- -----------------------------------------------------------------------------
Treasury Fund
- -----------------------------------------------------------------------------
- --------------------------- ------------------------ ------------------------
Institutional                        4.65%                    4.75%
- --------------------------- ------------------------ ------------------------
- --------------------------- ------------------------ ------------------------
Institutional Service                4.40%                    4.49%
- --------------------------- ------------------------ ------------------------
- -----------------------------------------------------------------------------
100% Treasury Fund
- -----------------------------------------------------------------------------
- --------------------------- ------------------------ ------------------------
Institutional                        4.48%                    4.58%
- --------------------------- ------------------------ ------------------------
- --------------------------- ------------------------ ------------------------
Institutional Service                4.23%                    4.32%
- --------------------------- ------------------------ ------------------------

         Below are the tax  equivalent  yields  for each  class of shares of the
Municipal Fund for the 7-day period ended February 28, 1999. The maximum federal
tax rate of 39.6% is assumed.  For more information,  see "Tax Equivalent Yield"
under Performance Calculations in Part 2 of this SAI.

- --------------------------------------- ==============================
                                            Tax Equivalent Yield
- --------------------------------------- ==============================
======================================================================
Municipal Fund
======================================================================
- --------------------------------------- ==============================
Institutional                                       4.97%
- --------------------------------------- ==============================
- --------------------------------------- ==============================
Institutional Service                               4.55%
- --------------------------------------- ==============================


                                SERVICE PROVIDERS
Administrator

         Evergreen Investment Services,  Inc. ("EIS") serves as administrator to
each of 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 the Fund  based on the total  assets of all
mutual funds for which EIS serves as administrator and a First Union Corporation
subsidiary  serves as advisor.  The fee paid to EIS by each of the Funds  except
U.S. Government Fund is calculated in accordance with the following schedule:

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

                Assets                  Fee
           ---------------------- -----------------
           ---------------------- -----------------
             first $7 billion          0.050%
           ---------------------- -----------------
           ---------------------- -----------------
              next $3 billion          0.035%
           ---------------------- -----------------
           ---------------------- -----------------
              next $5 billion          0.030%
           ---------------------- -----------------
           ---------------------- -----------------
             next $10 billion          0.020%
           ---------------------- -----------------
           ---------------------- -----------------
              next $5 billion          0.015%
           ---------------------- -----------------
           ---------------------- -----------------
             over $30 billion          0.010%
           ---------------------- -----------------

         EIS is entitled to receive from U.S. Government Fund an annual fee at a
rate of 0.06% of the Fund's average daily net assets.

Transfer Agent

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

- ----------------------------- -------------------- -------------------------
                                Annual Fee Per      Annual Fee Per Closed
Fund Type                        Open Account*            Account**
- ----------------------------- -------------------- -------------------------
- ----------------------------- -------------------- -------------------------
Monthly Dividend Funds              $25.50                  $9.00
- ----------------------------- -------------------- -------------------------
- ----------------------------- -------------------- -------------------------
Quarterly Dividend Funds            $24.50                  $9.00
- ----------------------------- -------------------- -------------------------
- ----------------------------- -------------------- -------------------------
Semiannual Dividend Funds           $23.50                  $9.00
- ----------------------------- -------------------- -------------------------
- ----------------------------- -------------------- -------------------------
Annual Dividend Funds               $23.50                  $9.00
- ----------------------------- -------------------- -------------------------
- ----------------------------- -------------------- -------------------------
Money Market Funds                  $25.50                  $9.00
- ----------------------------- -------------------- -------------------------
 * For  shareholder  accounts  only. The Fund pays ESC cost plus 15% for broker
   accounts
** Closed  accounts are maintained on the system in order to facilitate
   historical and tax information.

Distributor

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

Independent Auditors

         KPMG LLP, 99 High  Street,  Boston,  Massachusetts  02110,  audits each
Fund's financial statements.

Custodian

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

Legal Counsel

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


                              FINANCIAL STATEMENTS

         The   financial   statements   for  the  Funds  have  been  audited  by
PricewaterhouseCoopers    LLP,    independent    accountants.    A   report   of
PricewaterhouseCoopers  LLP on the financial statements for the Funds appears in
the Funds' Annual Report which is incorporated by reference.  Annual Reports may
be  obtained  without  charge  by  writing  to  ESC,  P.O.  Box  2121,   Boston,
Massachusetts 02106-2121, or by calling ESC toll-free at 1-800-343-2898.


<PAGE>





                                 EVERGREEN FUNDS
                   Statement of Additional Information ("SAI")

                                     PART 2

                      ADDITIONAL INFORMATION ON SECURITIES
                            AND INVESTMENT PRACTICES

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

Defensive Investments

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

U.S. Government Securities

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

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

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

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

         (ii)     Farmers Home Administration;

         (iii)    Federal Home Loan Banks;

         (iv)     Federal Home Loan Mortgage Corporation;

         (v)      Federal National Mortgage Association; and

         (vi)     Student Loan Marketing Association.

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

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

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

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

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

When-Issued, Delayed-Delivery and Forward Commitment Transactions

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

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

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

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



<PAGE>


Repurchase Agreements

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

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

Reverse Repurchase Agreements

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

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

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

Options

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

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

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

Futures Transactions

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

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

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

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

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

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

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

"Margin" in Futures Transactions

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

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



<PAGE>


Foreign Securities

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

Foreign Currency Transactions

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

High Yield, High Risk Bonds

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

         (1) The lower ratings of junk bonds reflect a greater  possibility that
adverse changes in the financial  condition of the issuer or in general economic
conditions,  or both, or an unanticipated  rise in interest rates may impair the
ability of the issuer to make payments of interest and principal,  especially if
the  issuer  is  highly  leveraged.  Such  issuer's  ability  to meet  its  debt
obligations  may also be adversely  affected by the  issuer's  inability to meet
specific  forecasts or the  unavailability  of  additional  financing.  Also, an
economic  downturn or an increase in interest  rates may increase the  potential
for default by the issuers of these securities.

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

         (3) The  value  of  junk  bonds,  like  those  of  other  fixed  income
securities,  fluctuates  in  response to changes in  interest  rates,  generally
rising when interest  rates decline and falling when  interest  rates rise.  For
example,  if interest rates increase after a fixed income security is purchased,
the  security,  if sold prior to  maturity,  may return less than its cost.  The
prices of junk bonds,  however,  are generally  less  sensitive to interest rate
changes than the prices of  higher-rated  bonds,  but are more sensitive to news
about an issuer or the economy which is, or investors perceive as, negative.

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

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

Illiquid and Restricted Securities

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

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

Investment in Other Investment Companies

         The Fund may purchase the shares of other  investment  companies to the
extent  permitted under the 1940 Act.  Currently,  the Fund may not (1) own more
than 3% of the  outstanding  voting stocks of another  investment  company,  (2)
invest  more than 5% of its assets in any  single  investment  company,  and (3)
invest more than 10% of its assets in investment  companies.  However,  the Fund
may invest  all of its  investable  assets in  securities  of a single  open-end
management investment company with substantially the same fundamental investment
objectives,  policies and limitations as the Fund. Investing in other investment
companies may expose a Fund to duplicate expenses and lower its value.

Short Sales

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

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

Municipal Bonds

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

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

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

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

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

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

Virgin Islands, Guam and Puerto Rico

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

Master Demand Notes

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

Brady Bonds

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

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

Obligations of Foreign Branches of United States Banks

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

Obligations of United States Branches of Foreign Banks

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

Payment-in-kind Securities

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

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

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

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

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

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

Zero Coupon "Stripped" Bonds

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

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

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

Mortgage-Backed or Asset-Backed Securities

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

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

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

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

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

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

Variable or Floating Rate Instruments

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

Limited Partnerships

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

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

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


                        PURCHASE AND REDEMPTION OF SHARES

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

Class A Shares

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

         No front-end  sales charges are imposed on Class A shares  purchased by
(a)  institutional  investors,  which may  include  bank trust  departments  and
registered  investment  advisors;   (b)  investment  advisors,   consultants  or
financial  planners  who place  trades for their own accounts or the accounts of
their clients and who charge such clients a management,  consulting, advisory or
other fee; (c) clients of  investment  advisors or financial  planners who place
trades for their own accounts if the  accounts are linked to the master  account
of  such  investment  advisors  or  financial  planners  on  the  books  of  the
broker-dealer  through whom shares are purchased;  (d) institutional  clients of
broker-dealers,  including  retirement and deferred  compensation  plans and the
trusts used to fund these plans,  which place trades through an omnibus  account
maintained  with the Fund by the  broker-dealer;  (e)  shareholders of record on
October 12, 1990 in any series of  Evergreen  Investment  Trust in  existence on
that date, and the members of their immediate families;  (f) current and retired
employees of First Union National Bank ("FUNB") and its affiliates,  EDI and any
broker-dealer  with whom EDI has entered into an agreement to sell shares of the
Fund, and members of the immediate families of such employees;  and (g) upon the
initial purchase of an Evergreen fund by investors reinvesting the proceeds from
a  redemption  within the  preceding  30 days of shares of other  mutual  funds,
provided such shares were initially  purchased with a front-end  sales charge or
subject to a CDSC.

Class B Shares

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

         REDEMPTION TIME                                            CDSC RATE

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

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

Class C Shares

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

Class Y Shares

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

INSTITUTIONAL SHARES, INSTITUTIONAL SERVICE SHARES

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

Contingent Deferred Sales Charge

         The Fund charges a CDSC as reimbursement for certain expenses,  such as
commissions or shareholder  servicing  fees,  that it has incurred in connection
with the sale of its shares  (see  "Distribution  Expenses  Under  Rule  12b-1,"
below).  Institutional and Institutional Service shares do not charge a CDSC. If
imposed,  the Fund  deducts  the CDSC  from the  redemption  proceeds  you would
otherwise  receive.  The CDSC is a percentage of the lesser of (1) the net asset
value of the shares at the time of redemption or (2) the shareholder's  original
net  cost for such  shares.  Upon  request  for  redemption,  to keep the CDSC a
shareholder  must pay as low as  possible,  the Fund will  first  seek to redeem
shares not subject to the CDSC and/or  shares held the  longest,  in that order.
The  CDSC  on  any  redemption  is,  to the  extent  permitted  by the  National
Association of Securities Dealers, Inc., paid to EDI or its predecessor.


                       SALES CHARGE WAIVERS AND REDUCTIONS

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

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

Combined Purchases

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

Rights of Accumulation

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

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

Letter of Intent

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

Waiver of Initial Sales Charges

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

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

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

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

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

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

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

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

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

         9.       a bank or trust  company  in a single  account  in the name of
                  such bank or in or any of the Evergreen Funds trust company as
                  Trustee if the initial investment made pursuant to this waiver
                  is at least  $500,000 and any  commission  paid at the time of
                  such purchase is not more than 1% of the amount invested.

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

Waiver of CDSCS

         The Fund  does not  impose a CDSC  when the  shares  you are  redeeming
represent:

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

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

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

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

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

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

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

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

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

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

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

Exchanges

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

Automatic Reinvestment

         As  described in the  prospectus,  a  shareholder  may elect to receive
dividends and capital gains  distributions  in cash instead of shares.  However,
ESC will  automatically  reinvest all dividends and  distributions in additional
shares  when it learns  that the postal or other  delivery  service is unable to
deliver  checks or transaction  confirmations  to the  shareholder's  address of
record.  When a check is  returned,  the Fund will  hold the  check  amount in a
no-interest  account in the shareholder's name until the shareholder updates his
or her address or automatic reinvestment begins. Uncashed or returned redemption
checks will also be handled in the manner described above.


                                PRICING OF SHARES

Calculation of Net Asset Value

         The Fund  calculates  its net asset value  ("NAV") once daily on Monday
through Friday,  as described in the  prospectus.  The Fund will not compute its
NAV on the days the New York Stock  Exchange is closed:  New Year's Day,  Martin
Luther King, Jr. Day, Presidents' Day, Good Friday,  Memorial Day,  Independence
Day, Labor Day, Thanksgiving Day and Christmas Day.

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

Valuation of Portfolio Securities

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

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

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

         (3)  Short-term  investments  maturing in more than 60 days,  for which
         market quotations are readily  available,  are valued at current market
         value.

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

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

         (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.


                            PERFORMANCE CALCULATIONS

Total Return

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

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

                                      [OBJECT OMITTED]

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

Yield

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

30-Day Yield

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

                          [OBJECT OMITTED]  [OBJECT OMITTED]

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

7-Day Current and Effective Yield

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

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

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

                  [OBJECT OMITTED]


Tax Equivalent Yield

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

                  [OBJECT OMITTED]

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


                              PRINCIPAL UNDERWRITER

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

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

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

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

         The  Underwriting  Agreement  provides that it will remain in effect as
long as its terms  and  continuance  are  approved  annually  (I) by a vote of a
majority of the Trust's Trustees who are not interested  persons of the Fund, as
defined  in the  1940 Act (the  "Independent  Trustees"),  and (ii) by vote of a
majority  of the  Trust's  Trustees,  in each case,  cast in person at a meeting
called for that purpose.

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

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


                     DISTRIBUTION EXPENSES UNDER RULE 12b-1

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

         Under the  Distribution  Plans (each a "Plan,"  together,  the "Plans")
that the Fund has  adopted  for its Class A, Class B, Class C and  Institutional
Service shares, as applicable,  the Fund may incur expenses for 12b-1 fees up to
a maximum annual  percentage of the average daily net assets  attributable  to a
class, as follows:

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

                                   Class A                  0.75%*
                        ------------------------------- ---------------
                        ------------------------------- ---------------

                                   Class B                  1.00%
                        ------------------------------- ---------------
                        ------------------------------- ---------------

                                   Class C                  1.00%
                        ------------------------------- ---------------
                        ------------------------------- ---------------

                            Institutional Service           0.75%*
                        ------------------------------- ---------------

                  * Currently limited to 0.25% or less to be used exclusively as
                    a  shareholder  service  fee.  See the expense  table in the
                    prospectus of the Fund in which you are interested.

         Of the  amounts  above,  each  class  may pay  under its Plan a maximum
service fee of 0.25% to compensate  organizations,  which may include the Fund's
investment  advisor  or  its  affiliates,  for  personal  services  provided  to
shareholders  and the  maintenance  of shareholder  accounts.  The Fund may not,
during any fiscal  period,  pay  distribution  or service  fees greater than the
amounts above.
         Amounts  paid under the Plans are used to  compensate  EDI  pursuant to
Distribution  Agreements (each an "Agreement,"  together, the "Agreements") that
the Fund has  entered  into with  respect  to its Class A,  Class B, Class C and
Institutional  Service  shares,  as applicable.  The  compensation is based on a
maximum  annual  percentage  of the average daily net assets  attributable  to a
class, as follows:

                                  ----------------------------- -------------
                                  Class A                       0.25%*
                                  ----------------------------- -------------
                                  ----------------------------- -------------
                                  Class B                       1.00%
                                  ----------------------------- -------------
                                  ----------------------------- -------------
                                  Class C                       1.00%
                                  ----------------------------- -------------
                                  ----------------------------- -------------
                                  Institutional Service         0.25%*
                                  ----------------------------- -------------

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

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

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

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

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

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

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

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

         Distribution fees are accrued daily and paid at least annually on Class
B and  Class C  shares  and are  charged  as class  expenses,  as  accrued.  The
distribution fees attributable to the Class B and Class C shares are designed to
permit an investor to purchase such shares  through  broker-dealers  without the
assessment of a front-end sales charge, while at the same time permitting EDI to
compensate broker-dealers in connection with the sale of such shares.

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

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

         Each Plan and the  Agreement  will  continue  in effect for  successive
12-month  periods  provided,  however,  that such  continuance  is  specifically
approved  at  least  annually  by the  Trustees  of the  Trust or by vote of the
holders of a majority of the outstanding voting securities of that class and, in
either case, by a majority of the Independent Trustees of the Trust.

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

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

         All material  amendments to any Plan or Agreement must be approved by a
vote of the  Trustees  of the Trust or the  holders  of the  Fund's  outstanding
voting securities, voting separately by class, and in either case, by a majority
of the Independent Trustees,  cast in person at a meeting called for the purpose
of voting on such approval;  and any Plan or  Distribution  Agreement may not be
amended in order to increase  materially  the costs that a  particular  class of
shares  of the Fund  may bear  pursuant  to the Plan or  Distribution  Agreement
without the  approval of a majority  of the  holders of the  outstanding  voting
shares  of the  class  affected.  Any  Plan  or  Distribution  Agreement  may be
terminated (i) by the Fund without penalty at any time by a majority vote of the
holders of the outstanding  voting  securities of the Fund, voting separately by
class or by a majority  vote of the  Independent  Trustees,  or (ii) by EDI.  To
terminate any Distribution  Agreement,  any party must give the other parties 60
days' written notice;  to terminate a Plan only, the Fund need give no notice to
EDI. Any Distribution Agreement will terminate automatically in the event of its
assignment.  For more  information  about  12b-1  fees,  see  "Expenses"  in the
prospectus and "12b-1 Fees" under "Expenses" in Part 1 of this SAI.


                                 TAX INFORMATION

Requirements for Qualifications as a Regulated Investment Company

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

Taxes on Distributions

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

         To  calculate   ordinary   income  for  federal  income  tax  purposes,
shareholders  must  generally  include  dividends  paid  by the  Fund  from  its
investment  company  taxable  income  (net  taxable  investment  income plus net
realized  short-term  capital gains, if any). The Fund will include dividends it
receives  from  domestic   corporations  when  the  Fund  calculates  its  gross
investment income.  Unless the Fund is a municipal bond fund or U.S. Treasury or
U.S.  Government  money market fund, it anticipates that all or a portion of the
ordinary  dividends  which it pays will  qualify for the 70%  dividends-received
deduction for  corporations.  The Fund will inform  shareholders  of the amounts
that so qualify.  If the Fund is a municipal bond fund or U.S.  Treasury or U.S.
Government  money  market  fund,  none of its income will  consist of  corporate
dividends;  therefore,  none  of its  distributions  will  qualify  for  the 70%
dividends-received deduction for corporations.

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

         Distributions  by the Fund reduce its NAV. A distribution  that reduces
the Fund's NAV below a shareholder's  cost basis is taxable as described  above,
although  from  an  investment  standpoint,  it  is  a  return  of  capital.  In
particular,  if a  shareholder  buys Fund  shares  just  before the Fund makes a
distribution,  when the Fund makes the distribution the shareholder will receive
what is in effect a return of capital.  Nevertheless,  the shareholder may incur
taxes on the distribution. Therefore, shareholders should carefully consider the
tax consequences of buying Fund shares just before a distribution.

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

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

Special Tax Information for Shareholders of Municipal Bond Funds

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

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

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

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

Taxes on The Sale or Exchange of Fund Shares

         Upon a sale or exchange of Fund shares,  a  shareholder  will realize a
taxable gain or loss depending on his or her basis in the shares.  A shareholder
must  treat such  gains or losses as a capital  gain or loss if the  shareholder
held the shares as capital assets.  Capital gain on assets held for more than 12
months is generally  subject to a maximum  federal income tax rate of 20% for an
individual.  Generally,  the Code will not allow a shareholder to realize a loss
on shares he or she has sold or exchanged  and replaced  within a 61-day  period
beginning  30 days  before and ending 30 days after he or she sold or  exchanged
the shares.  The Code will not allow a shareholder to realize a loss on the sale
of Fund shares held by the  shareholder for six months or less to the extent the
shareholder  received exempt interest  dividends on such shares.  Moreover,  the
Code will treat a shareholder's  loss on shares held for six months or less as a
long-term capital loss to the extent the shareholder  received  distributions of
net capital gains on such shares.

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

Other Tax Considerations

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

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


                                    BROKERAGE

Brokerage Commissions

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

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

Selection of Brokers

         When buying and selling portfolio securities, the advisor seeks brokers
who can  provide the most  benefit to the Fund.  When  selecting  a broker,  the
investment  advisor  will  primarily  look  for the  best  price  at the  lowest
commission, but in the context of the broker's:

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

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

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

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

Simultaneous Transactions

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


                                  ORGANIZATION

         The  following  is  qualified  in  its  entirety  by  reference  to the
Declaration of Trust.

Description of Shares

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

Voting Rights

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

         After the initial meeting as described  above,  no further  meetings of
shareholders for the purpose of electing  Trustees will be held, unless required
by law (for such reasons as electing or removing Trustees,  changing fundamental
policies,  and approving advisory  agreements or 12b-1 plans),  unless and until
such time as less than a  majority  of the  Trustees  holding  office  have been
elected by shareholders,  at which time, the Trustees then in office will call a
shareholders' meeting for the election of Trustees.

Limitation of Trustees' Liability

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

Banking Laws

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

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


                          INVESTMENT ADVISORY AGREEMENT

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

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

          The  Fund  pays  for  all  charges  and  expenses,  other  than  those
specifically  referred to as being borne by the investment  advisor,  including,
but not limited to, (1) custodian  charges and  expenses;  (2)  bookkeeping  and
auditors'  charges and expenses;  (3) transfer  agent charges and expenses;  (4)
fees and expenses of Independent Trustees; (5) brokerage  commissions,  brokers'
fees and  expenses;  (6) issue and  transfer  taxes;  (7)  applicable  costs and
expenses under the  Distribution  Plan (as described  above) (8) taxes and trust
fees payable to governmental agencies; (9) the cost of share certificates;  (10)
fees and  expenses of the  registration  and  qualification  of the Fund and its
shares with the SEC or under state or other  securities  laws;  (11) expenses of
preparing,  printing and mailing prospectuses,  SAIs, notices, reports and proxy
materials  to  shareholders  of the Fund;  (12)  expenses of  shareholders'  and
Trustees' meetings;  (13) charges and expenses of legal counsel for the Fund and
for the Independent  Trustees on matters  relating to the Fund; (14) charges and
expenses of filing annual and other reports with the SEC and other  authorities;
and (15) all extraordinary  charges and expenses of the Fund. For information on
advisory fees paid by the Fund, see "Expenses" in Part 1 of this SAI.

         The  Advisory  Agreement  continues  in effect  for two years  from its
effective  date and,  thereafter,  from year to year only if  approved  at least
annually by the Board of Trustees of the Trust or by a vote of a majority of the
Fund's  outstanding  shares. In either case, the terms of the Advisory Agreement
and  continuance  thereof  must be  approved  by the vote of a  majority  of the
Independent  Trustees  cast in person at a meeting  called  for the  purpose  of
voting on such  approval.  The Advisory  Agreement  may be  terminated,  without
penalty,  on 60 days'  written  notice by the Trust's  Board of Trustees or by a
vote of a majority of outstanding  shares. The Advisory Agreement will terminate
automatically upon its "assignment" as that term is defined in the 1940 Act.

Managers (Evergreen Masters Fund only)

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

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

Transactions Among Advisory Affiliates

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


                             MANAGEMENT OF THE TRUST

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

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

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

<TABLE>
<CAPTION>
Name                                 Position with Trust         Principal Occupations for Last Five Years
<S>                                  <C>                         <C>
Laurence B. Ashkin                   Trustee                     Real estate developer and construction consultant; and
(DOB: 2/2/28)                                                    President of Centrum Equities (real estate development) and
                                                                 Centrum Properties, Inc.(real estate development).

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

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

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

Leroy Keith, Jr.                     Trustee                     Chairman of the Board and Chief Executive Officer, Carson
(DOB: 2/14/39)                                                   Products Company (manufacturing); Director of Phoenix Total
                                                                 Return Fund and Equifax, Inc. (worldwide information
                                                                 management); Trustee of Phoenix Series Fund, Phoenix
                                                                 Multi-Portfolio Fund, and The Phoenix Big Edge Series Fund;
                                                                 and former President, Morehouse College; Manufacturer,
                                                                 Worldwide Information Management, Co.

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

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

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

David M. Richardson                  Trustee                     Vice Chair and former Executive Vice President, DHR
(DOB: 9/14/41)                                                   International, Inc. (executive recruitment); former Senior
                                                                 Vice President, Boyden International Inc. (executive
                                                                 recruitment); and Director, Commerce and Industry
                                                                 Association of New Jersey, 411 International, Inc.
                                                                 (communications), and J&M Cumming Paper Co.

Russell A. Salton, III MD            Trustee                     Medical Director, U.S. Health Care/Aetna Health Services;
(DOB: 6/2/47)                                                    former Managed Health Care Consultant; and former
                                                                 President, Primary Physician Care.

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

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

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

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

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

*As of January 1, 2000, Michael S. Scofield will become Chairman of the Board
and James S. Howell will become Trustee of Emeritis
**Address: BISYS Fund Services, 90 Park Avenue, New York, New York 10016
***Address: BISYS, 3435 Stelzer Road, Columbus, Ohio 43219-8001


                      CORPORATE AND MUNICIPAL BOND RATINGS

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

         If a  security  held by the Fund  loses its  rating  or has its  rating
reduced  after the Fund has  purchased  it, the Fund is not  required to sell or
otherwise dispose of the security, but may consider doing so.

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

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

     ----------------- ---------------- --------------- =================================================
     <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.

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

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

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

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

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

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

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

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

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

S&P  Corporate Long-Term Bond Ratings

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Fitch Corporate Long-Term Bond Ratings

Investment Grade

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

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

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

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


Speculative Grade

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

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

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

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

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

                          CORPORATE SHORT-TERM RATINGS

Moody's Corporate Short-Term Issuer Ratings

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

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

- --  High rates of return on funds employed.

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

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

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

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

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

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


S&P Corporate Short-Term Obligation Ratings

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

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

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

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

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

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

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

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

Fitch Corporate Short-Term Obligation Ratings

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

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

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

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

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

D Default. Denotes actual or imminent payment default.



                                 MUNICIPAL BONDS

                                LONG-TERM RATINGS

Moody's Municipal Long-Term Bond Ratings

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

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

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

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

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

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

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

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

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

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

S&P Municipal Long-Term Bond Ratings

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

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

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

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

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

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

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


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

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

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

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

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

Fitch Municipal Long-Term Bond Ratings

Investment Grade

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

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

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

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

Speculative Grade

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


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

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

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

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


                          SHORT-TERM MUNICIPAL RATINGS

Moody's Municipal Short-Term Issuer Ratings

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

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

- --  High rates of return on funds employed.

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

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

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

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

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

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

Moody's Municipal Short-Term Loan Ratings

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

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

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

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


S&P Commercial Paper Ratings

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

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

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

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

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

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

S&P Municipal Short-Term Obligation Ratings

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

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

SP-3 Speculative capacity to pay principal and interest.


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.








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