EVERGREEN MUNICIPAL TRUST /DE/
497, 1997-12-08
Previous: NATIONAL EQUITY TRUST TOP TEN PORTFOLIO SERIES 201, 487, 1997-12-08
Next: EVERGREEN MUNICIPAL TRUST /DE/, 497, 1997-12-08



 

- -------------------------------------------------------------------------------
PROSPECTUS
                                                              November 12, 1997
- -------------------------------------------------------------------------------
 
Evergreen State Tax Free Funds
 
- -------------------------------------------------------------------------------
 
 
Evergreen Florida Municipal Bond Fund
 
CLASS A SHARES
CLASS B SHARES
CLASS C SHARES
 
         The Evergreen  Florida  Municipal  Bond Fund (the "Fund") seeks current
income exempt from federal regular income tax and the Florida state  intangibles
tax, consistent with the preservation of capital.
 
         This Prospectus provides information regarding the Class A, Class B and
Class C shares offered by the Fund. The Fund is a  non-diversified  series of an
open-end,  management  investment  company.  This  Prospectus sets forth concise
information  about the Fund  that a  prospective  investor  should  know  before
investing. The address of the Fund is 200 Berkeley Street, Boston, Massachusetts
02116.
 
         A Statement of Additional  Information  for the Fund dated November 12,
1997, as supplemented  from time to time, has been filed with the Securities and
Exchange  Commission and is incorporated by reference  herein.  The Statement of
Additional  Information provides information regarding certain matters discussed
in this Prospectus and other matters which may be of interest to investors,  and
may be obtained without charge by calling the Fund at (800) 343-2898.  There can
be no  assurance  that the  investment  objective  of the Fund will be achieved.
Investors are advised to read this Prospectus carefully.
 
         An  investment  in the Fund is not a deposit or obligation of any bank,
is not  endorsed or  guaranteed  by any bank,  and is not  insured or  otherwise
protected by the U.S. government, the Federal Deposit Insurance Corporation, the
Federal  Reserve  Board,  or any other  government  agency  and  involves  risk,
including the possible loss of principal.
 
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND 
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES 
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE 
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS 
A CRIMINAL OFFENSE. 
 
                   Keep This Prospectus For Future Reference
 
 
                               TABLE OF CONTENTS
 
EXPENSE INFORMATION                    3 
FINANCIAL HIGHLIGHTS                   4 
DESCRIPTION OF THE FUND                4 
Investment Objective and Policies      4 
Investment Practices and Restrictions  5 
ORGANIZATION AND SERVICE PROVIDERS    10 
Organization                          10 
Service Providers                     10 
Distribution Plans and Agreements     11 
PURCHASE AND REDEMPTION OF SHARES  12 
How to Buy Shares                  12 
How to Redeem Shares               15 
Exchange Privilege                 16 
Shareholder Services               17 
Banking Laws                       17 
OTHER INFORMATION                  18 
Dividends, Distributions and Taxes 18 
General Information                19 

                                       2
 


- -------------------------------------------------------------------------------
 
                              EXPENSE INFORMATION
 
- -------------------------------------------------------------------------------
 
         The table and examples  below are designed to help you  understand  the
various expenses that you will bear, directly or indirectly,  when you invest in
the Fund.  Shareholder  transaction  expenses are fees paid  directly  from your
account when you buy or sell shares of the Fund.
 
<TABLE>
<CAPTION>

                                                                                          Class A    Class B  Class C  
                                                                                           Shares    Shares   Shares   
- ----------------------------------------------------------------------------------------- ---------- -------- -------- 
SHAREHOLDER TRANSACTION EXPENSES                                                                     
<S>                                                                                         <C>       <C>      <C>           
Maximum Sales Charge Imposed on Purchases (as a % of offering price)                        4.75%     None     None    
Maximum Sales Charge Imposed on Reinvested Dividends (as a % of offering price)              None     None     None    
Maximum Contingent Deferred Sales Charge (as a % of original purchase price or redemption                              
proceeds, whichever is lower)                                                                None(1)    5%(2)    1%(2) 
 
</TABLE>

         Annual operating  expenses reflect the normal operating expenses of the
Fund,  and include costs such as  management,  distribution  and other fees. The
table below shows the Fund's estimated annual operating  expenses for the fiscal
period  ending  August 31,  1998.  The  examples  show what you would pay if you
invested  $1,000  over the  periods  indicated.  The  examples  assume  that you
reinvest all of your dividends and that the Fund's average annual return will be
5%. The examples are for illustration purposes only and should not be considered
a representation of past or future expenses or annual return.  The Fund's actual
expenses and returns will vary.  For a more complete  description of the various
costs and expenses borne by the Fund see "Organization and Service Providers."
 
                          Class A Class B Class C 
                          ------- ------- ------- 
ANNUAL OPERATING EXPENSES         
Management Fees              .50%    .50%    .50% 
12b-1 Fees(3)                .25%   1.00%   1.00% 
Other Expenses               .19%    .19%    .19% 
                          ------- ------- ------- 
Total                        .94%   1.69%   1.69% 
                          ======= ======= ======= 
 
                                    Examples
 
               Assuming Redemption at   Assuming no   
                   End of Period         Redemption   
              ----------------------- --------------- 
              Class A Class B Class C Class B Class C 
              ------- ------- ------- ------- ------- 
After 1 Year      $57     $67     $27     $17     $17 
After 3 Years     $76     $83     $53     $53     $53 
 
(1) Investments of $1 million or more are not subject to a front-end sales 
    charge, but may be subject to a contingent deferred sales charge upon 
    redemption within one year after the month of purchase. 
(2) The deferred sales charge on Class B shares declines from 5% to 1% on 
    amounts redeemed within six years after the month of purchase. The deferred 
    sales charge on Class C shares is 1% on amounts redeemed within one year 
    after the month of purchase. No sales charge is imposed on redemptions made 
    thereafter. See "Purchase and Redemption of Shares" for more information. 
(3) Long-term shareholders may pay more than the economic equivalent front-end 
    sales charges permitted by the National Association of Securities Dealers, 
    Inc. 
                                       3
 

- -------------------------------------------------------------------------------
 
                              FINANCIAL HIGHLIGHTS
 
- -------------------------------------------------------------------------------
 
         As  of  the  date  of  this  Prospectus  the  Fund  had  not  commenced
operations. Consequently, no financial highlights are currently available.
 
- -------------------------------------------------------------------------------
 
                            DESCRIPTION OF THE FUND
 
- -------------------------------------------------------------------------------
 
INVESTMENT OBJECTIVE AND POLICIES
 
         The Fund seeks current  income exempt from federal  regular  income tax
and the Florida state  intangibles  tax,  consistent  with the  preservation  of
capital.
 
         The Fund's investment  objective is  nonfundamental;  as a result,  the
Fund may change its objective(s)  without a shareholder  vote. The Fund has also
adopted  certain  fundamental  investment  policies which are mainly designed to
limit the Fund's  exposure to risk. The Fund's  fundamental  policies  cannot be
changed without a shareholder vote. See the Statement of Additional  Information
("SAI")  for  more  information  regarding  the  Fund's  fundamental  investment
policies or other related  investment  policies.  There can be no assurance that
the Fund's investment objective will be achieved.
 
         Principal  Investments and Investment Policies.  The Fund will normally
invest  its  assets  so that at least  80% of its net  assets  are  invested  in
obligations  which provide  interest income which is exempt from federal regular
income taxes. In addition,  at least 65% of the value of the Fund's total assets
will be invested in Florida  municipal bonds. To qualify as an investment exempt
from the Florida  state  intangibles  tax,  the Fund's  portfolio  must  consist
entirely of  investments  exempt from the Florida state  intangibles  tax on the
last business day of the calendar year.
 
         The Fund may  make  taxable  investments  and may,  from  time to time,
generate income subject to federal regular income tax or the alternative minimum
tax.
 
         The  Fund  seeks to  achieve  its  investment  objective  by  investing
principally in Florida municipal bonds,  including industrial development bonds.
In addition,  the Fund may invest in  obligations  issued by or on behalf of any
state, territory, or possession of the United States,  including the District of
Columbia, or their political subdivisions or agencies and instrumentalities, the
interest from which is exempt from federal (regular, if applicable) income tax.
 
         Municipal  obligations are debt obligations  issued by a state or local
entity to support a government's  general  financial needs or special  projects,
such as housing  projects or sewer  works.  Municipal  obligations  also include
certain types of industrial  development bonds that the government has issued to
finance privately operated facilities.
 
         The two  principal  classifications  of  municipal  bonds are  "general
obligation" and "revenue" bonds.  General obligation bonds involve the credit of
an issuer  possessing  taxing power and are payable  from the  issuer's  general
unrestricted  revenues.  Their payment may be dependent upon an appropriation by
the issuer's legislative body and may be subject to quantitative  limitations on
the issuer's taxing power. Limited obligation or revenue bonds are paid off only
with  the  revenue  generated  by the  project  financed  by the  bond or  other
specified sources of revenue.
 
         The Fund will invest at least 80% of its assets in bonds  that,  at the
date of investment, are rated within the four highest categories by Standard and
Poor's Ratings Group ("S&P") (AAA, AA, A and BBB), by Moody's  Investors Service
("Moody's") (Aaa, Aa, A and Baa), by Fitch Investors  Services,  L.P.  ("Fitch")
(AAA, AA, A and BBB) or, if not rated or rated under a different system,  are of
comparable  quality to obligations so rated as determined by another  nationally
recognized statistical ratings organization or by the Fund's investment adviser.
The Fund may invest the remaining 20% of its assets in lower rated bonds, but it
will not invest in bonds  rated  below B. If S&P,  Moody's or Fitch  changes its
ratings  system,  the  Fund  will try to use  comparable  ratings  as  standards
according to the Fund's investment objective and policies.
 
         Other Eligible  Securities.  The Fund may also invest in  participation
interests in any of the above obligations purchased from financial  institutions
such as commercial banks, savings and loan associations and insurance companies,
variable rate securities and municipal leases.
 
                                       4

 
         During periods when, in the opinion of the Fund's investment adviser, a
temporary  defensive position in the market is appropriate,  the Fund may invest
in short-term  tax-exempt or taxable  investments.  These temporary  investments
include:  notes  issued by or on  behalf  of  municipal  or  corporate  issuers;
obligations  issued or  guaranteed  by the U.S.  government,  its  agencies,  or
instrumentalities; other debt securities; commercial paper; bank certificates of
deposit; shares of other investment companies; and repurchase agreements.  There
are no rating requirements  applicable to temporary  investments.  However,  the
Fund's investment adviser will limit temporary investments to those it considers
to be of comparable quality to the Fund's primary investments.
 
         In addition to the investment  policies  detailed  above,  the Fund may
employ  certain  additional   investment   strategies  which  are  discussed  in
"Investment Practices and Restrictions."
 
INVESTMENT PRACTICES AND RESTRICTIONS
 
         Risk Factors.  Bond yields are dependent on several  factors  including
market conditions, the size of an offering, the maturity of the bond, ratings of
the bond and the ability of issuers to meet their obligations. There is no limit
on the maturity of the bonds purchased by the Fund.  Because the prices of bonds
fluctuate  inversely in relation to the direction of interest rates,  the prices
of longer term bonds  fluctuate more widely in response to market  interest rate
changes.  The Fund's  concentration  in  securities  issued by  Florida  and its
political  subdivisions  provides  a greater  level of risk than a fund which is
diversified across numerous states and municipal entities.
 
         If the  municipal  obligations  held by the Fund  (because  of  adverse
economic  conditions  in  Florida,  for  example)  are  downgraded,  the  Fund's
concentration  in  securities of Florida may cause the Fund to be subject to the
risks inherent in holding  material  amounts of low-rated debt securities in its
portfolio.
 
         Municipal  Obligations.  The Fund's  ability to achieve  its  objective
depends  partially  on the prompt  payment by  issuers  of the  interest  on and
principal of the  municipal  bonds held by the Fund. A moratorium,  default,  or
other  non-payment of interest or principal  when due on any municipal  bond, in
addition  to  affecting  the  market  value  and  liquidity  of that  particular
security,  could affect the market value and liquidity of other  municipal bonds
held by the Fund. 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,  proposals  have  been  introduced  before  the U.S.
Congress for the purpose of restricting  or  eliminating  the federal income tax
exemption  for  interest  on  municipal  bonds,  and  similar  proposals  may be
introduced  in the future.  The  enactment of such a proposal  could  materially
affect the  availability  of municipal  bonds for investment by the Fund and the
value of the Fund's portfolio. In the event of such legislation,  the Fund would
re-evaluate  its investment  objective and policies and consider  changes in the
structure of the Fund or dissolution.
 
         Below-Investment  Grade  Bonds.  Below-investment  grade bonds have low
ratings,  and a degree  of doubt  surrounds  the  safety of  investment  and the
ability of the issuer to continue interest payments. These bonds are also called
"high risk, high yield" bonds or "junk" bonds.  Junk bonds are usually backed by
issuers  of less  proven  or  questionable  financial  strength.  Compared  with
higher-grade  bonds,  issuers  of junk bonds are more  likely to face  financial
problems  and to be  materially  affected by those  problems.  As a result,  the
ability of issuers of junk bonds to pay  interest and  principal  is  uncertain.
Moreover,  the  junk  bond  market  may  react  strongly  to real  or  perceived
unfavorable news about an issuer or the economy. If a junk bond issuer defaults,
the bond will lose some or all of its value.
 
         Non-Diversification.  The  Fund  is  a  non-diversified  series  of  an
investment  company and, as such,  there is no limit on the percentage of assets
which  can  be  invested  in any  single  issuer.  An  investment  in the  Fund,
therefore, will entail greater risk than would exist in a diversified investment
company  because the higher  percentage of  investments  among fewer issuers may
result in greater fluctuation in the total market value of the Fund's portfolio.
The Fund intends to comply with  Subchapter  M of the  Internal  Revenue Code of
1986, as amended (the "Code") which  requires that at the end of each quarter of
each taxable year,  with regard to at least 50% of the Fund's total  assets,  no
more than 5% of the total assets may be invested in the  securities  of a single
issuer and that with respect to the  remainder of the Fund's  total  assets,  no
more than 25% of its total  assets are  invested in the  securities  of a single
issuer.
 
         Downgrades. If any security invested in 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.
 
         Repurchase  Agreements.  The Fund may invest in repurchase  agreements.
Repurchase  agreements  are  agreements  by which the Fund  purchases a security
(usually  U.S.  government  securities)  for cash  and  obtains  a  simultaneous
commitment from the seller (usually a bank or  broker/dealer)  to repurchase the
security at an agreed-upon price and specified future date. The repurchase price
reflects an agreed-upon interest rate for the time period of the agreement.  The
Fund's risk is the inability of the seller to pay the  agreed-upon  price on the
delivery date. However, this risk is tempered by the ability of the Fund to sell
the  security in the open market in the case of a default.  In such a case,  the
Fund may incur costs in  disposing  of the security  which would  increase  Fund
expenses. The Fund's investment adviser will monitor the creditworthiness of the
firms with which the Fund enters into repurchase agreements.
 
                                       5

         Reverse  Repurchase  Agreements.   The  Fund  may  enter  into  reverse
repurchase  agreements.  A reverse  repurchase  agreement is an agreement by the
Fund to sell a security and  repurchase  it at a specified  time and price.  The
Fund could lose money if the market  values of the  securities  it sold  decline
below their repurchase prices. Reverse repurchase agreements may be considered a
form of  borrowing,  and,  therefore,  a form of leverage.  Leverage may magnify
gains or losses of the Fund.
 
         When-Issued,  Delayed-Delivery and Forward Commitment Transactions. The
Fund may enter into  transactions  whereby it commits to buying a security,  but
does not pay for or take delivery of the security  until some  specified date in
the  future.  The value of these  securities  is subject  to market  fluctuation
during this period and no income  accrues to the Fund until  settlement.  At the
time of  settlement,  a  when-issued  security  may be  valued  at less than its
purchase price.  When entering into these  transactions,  the Fund relies on the
other party to consummate  the  transaction;  if the other party fails to do so,
the Fund may be disadvantaged.
 
         Securities  Lending.  To generate income and offset expenses,  the Fund
may lend securities to broker-dealers and other financial institutions. Loans of
securities  by the Fund may not  exceed  30% of the  value of the  Fund's  total
assets.  While securities are on loan, the borrower will pay the Fund any income
accruing on the security.  Also,  the Fund may invest any collateral it receives
in additional securities. Gains or losses in the market value of a lent security
will affect the Fund and its  shareholders.  When the Fund lends its securities,
it runs the risk that it could not retrieve the  securities  on a timely  basis,
possibly  losing the  opportunity to sell the  securities at a desirable  price.
Also,  if the borrower  files for  bankruptcy or becomes  insolvent,  the Fund's
ability to dispose of the securities may be delayed.
 
         Investing in Securities  of Other  Investment  Companies.  The Fund may
invest in the  securities of other  investment  companies.  As a shareholder  of
another  investment  company,  the  Fund  would  pay its  portion  of the  other
investment  company's  expenses.  These  expenses  would be in  addition  to the
expenses that the Fund  currently  bears  concerning  its own operations and may
result in some duplication of fees.
 
         Borrowing.  The Fund may borrow from banks in an amount up to 331/3% of
its total assets, taken at market value. The Fund may only borrow as a temporary
measure for  extraordinary or emergency  purposes such as the redemption of Fund
shares.  The Fund will not purchase  securities while borrowings are outstanding
except to exercise prior commitments and to exercise  subscription  rights.  The
Fund does not intend to leverage.
 
         Illiquid Securities. The Fund may invest up to 15% of its net assets in
illiquid  securities  and other  securities  which are not  readily  marketable.
Repurchase  agreements with  maturities  longer than seven days will be included
for the purpose of the foregoing 15% limit. The inability of the Fund to dispose
of illiquid investments readily or at a reasonable price could impair the Fund's
ability to raise cash for redemptions or other purposes.
 
         Restricted  Securities.  The Fund may invest in restricted  securities,
including  securities  eligible  for  resale  pursuant  to Rule  144A  under the
Securities Act of 1993 (the "1993 Act"). Generally, Rule 144A establishes a safe
harbor from the  registration  requirements  of the 1933 Act for resale by large
institutional  investors of securities not publicly traded in the United States.
The Fund's investment  adviser  determines the liquidity of Rule 144A securities
according to guidelines and procedures  adopted by the Fund's Board of Trustees.
The Board of Trustees  monitors the  investment  adviser's  application of those
guidelines and procedures. Securities eligible for resale pursuant to Rule 144A,
which the  Fund's  investment  adviser  has  determined  to be liquid or readily
marketable, are not subject to the 15% limit on illiquid securities.
 
         Municipal Lease  Obligations.  The Fund may purchase  municipal leases,
which are issued by state and local  governments  or  authorities to finance the
acquisition  of  equipment  and  facilities.  The  Fund may  purchase  municipal
securities in the form of  participation  interests  which  represent  undivided
proportional interests in lease payments by a governmental or non-profit entity.
The lease  payments and other rights under the lease  provide for and secure the
payments on the  certificates.  Lease  obligations  may be limited by  municipal
charter or the nature of the appropriation  for the lease. In particular,  lease
obligations  may be subject to  periodic  appropriation.  If the entity does not
appropriate  funds for future lease payments,  the entity cannot be compelled to
make such  payments.  Furthermore,  a lease  may  provide  that the  certificate
trustee cannot accelerate lease obligations upon default. The trustee would only
be able to enforce lease  payments as they become due. In the event of a default
or failure of  appropriation,  it is unlikely  that the trustee would be able to
obtain an acceptable  substitute source of payment or that the substitute source
of payment would generate tax-exempt income.

                                       6

 
         Resource Recovery Bonds. The Fund may purchase resource recovery bonds,
which may be general  obligations  of the issuing  municipality  or supported by
corporate or bank guarantees.  The viability of the resource  recovery  project,
environmental  protection  regulations  and project  operator tax incentives may
affect the value and credit quality of resource recovery bonds.
 
         Zero Coupon Debt  Securities.  The Fund may  purchase  zero coupon debt
securities.  These  securities do not make regular interest  payments.  Instead,
they are sold at a deep discount  from their face value.  In  calculating  their
daily dividends, each day the Fund takes into account as income a portion of the
difference  between  these  securities'  purchase  price and their  face  value.
Because  they do not  pay  current  income,  the  prices  of  zero  coupon  debt
securities can be very volatile when interest rates change.
 
         Securities with Put or Demand Rights. The Fund has the ability to enter
into put  transactions,  sometimes  referred  to as stand-by  commitments,  with
respect to municipal obligations held in its portfolio or to purchase securities
which carry a demand feature or put option which permit the Fund, as holder,  to
tender them back to the issuer or a third  party  prior to maturity  and receive
payment  within seven days.  Segregated  accounts will be maintained by the Fund
for all such transactions.
 
         The amount payable to the Fund by the seller upon its exercise of a put
will normally be (1) the Fund's  acquisition  cost of the securities  (excluding
any  accrued  interest  which  the  Fund  paid on their  acquisition),  less any
amortized  market  premium plus any amortized  market or original issue discount
during the period a Fund owned the securities,  plus (2) all interest accrued on
the  securities  since the last  interest  payment  date  during  the period the
securities  were  owned  by the  Fund.  Accordingly,  the  amount  payable  by a
broker-dealer or bank during the time a put is exercisable will be substantially
the same as the value of the underlying securities.
 
         The Fund's right to exercise a put is unconditional and unqualified.  A
put is not  transferable by the Fund,  although the Fund may sell the underlying
securities  to a third  party at any  time.  The Fund  expects  that  puts  will
generally be available without any additional direct or indirect cost.  However,
if necessary and advisable,  the Fund may pay for certain puts either separately
in cash or by paying a higher price for portfolio  securities which are acquired
subject to such a put (thus reducing the yield to maturity  otherwise  available
to the same securities).  Thus, the aggregate price paid for securities with put
rights may be higher than the price that would otherwise be paid.
 
         The Fund may enter into put transactions only with  broker-dealers  (in
accordance  with the rules of the Securities and Exchange  Commission) and banks
which, in the opinion of the Fund's investment  adviser,  present minimal credit
risks.   The  Fund's   investment   adviser   will  monitor   periodically   the
creditworthiness  of issuers of such  obligations  held by the Fund.  The Fund's
ability to  exercise a put will depend on the  ability of the  broker-dealer  or
bank to pay for the underlying  securities at the time the put is exercised.  In
the event that a  broker-dealer  should default on its obligation to purchase an
underlying security, the Fund might be unable to recover all or a portion of any
loss sustained from having to sell the security  elsewhere.  The Fund intends to
enter into put transactions  solely to maintain portfolio liquidity and does not
intend to exercise its rights thereunder for trading purposes.
 
         Special Risk Factors  Related to Investing in Municipal  Securities and
Securities  Issued by the State of  Florida.  It should be noted that  municipal
securities may be adversely affected by local political and economic  conditions
and  developments  within  a  state.  For  example,   adverse  conditions  in  a
significant industry within Florida may from time to time have a correspondingly
adverse effect on specific  issuers within Florida or on anticipated  revenue to
the State itself;  conversely,  an improving  economic outlook for a significant
industry may have a positive effect on such issuers or revenues.
 
         The value of  municipal  securities  may also be  affected  by  general
conditions  in the money markets or the  municipal  bond markets,  the levels of
federal and state income tax rates, the supply of tax-exempt  bonds, the size of
the particular offering, the maturity of the obligation,  the credit quality and
rating of the issue,  and  perceptions  with  respect  to the level of  interest
rates.  In general,  the value of bonds tends to appreciate  when interest rates
decline and depreciate when interest rates rise. 


                                       7
 

         Under  current  law,  the State of Florida is  required  to  maintain a
balanced budget so that current expenses are met from current revenues.  Florida
does not  currently  impose a tax on  personal  income.  It does impose a tax on
corporate income derived from activities within the State. In addition,  Florida
imposes an ad valorem  tax on certain  intangible  property as well as sales and
use taxes. These taxes are the principal source of funds to meet State expenses,
including  repayment of, and interest on,  obligations backed solely by the full
faith and credit of the State.
 
         Florida's  Constitution  permits  the  issuance  of state or  municipal
obligations  pledging the full faith and credit of the State,  with a concurring
vote by the  respective  electors,  to finance  or  refinance  capital  projects
authorized by the  Legislature.  The State  Constitution  also provides that the
Legislature  shall  appropriate  monies  sufficient to pay debt service on state
bonds  pledging  the full faith and credit of the State as they become due.  All
State tax revenues,  other than trust funds dedicated by the State  Constitution
for other purposes, are available for such an appropriation, if required.
 
         On the other hand,  municipalities and other political  subdivisions of
the  State  principally  rely  on a  combination  of ad  valorem  taxes  on real
property,  user fees and  occupational  license  fees to meet  their  day-to-day
expenses  including  the  repayment  of  principal  of, and  interest  on, their
obligations  backed by their full faith and credit.  (Revenue  bonds, of course,
are dependent on the revenue generated by a specific facility or enterprise.)
 
         Florida has experienced substantial population increases as a result of
migration to Florida  from other areas of the U.S.  and from foreign  countries.
This  population  growth is expected to  continue,  and it is  anticipated  that
corresponding  increases in State  revenues  will be  necessary  during the next
decade to meet  increased  burdens on the  various  public  and social  services
provided by the State.
 
         Florida's ability to meet increasing expenses will be dependent in part
upon the State's continued ability to foster business and economic growth.
 
         Options  and  Futures.  The Fund may  engage  in  options  and  futures
transactions.  Options and futures  transactions are intended to enable the Fund
to manage market or interest rate risk. The Fund does not use these transactions
for speculation or leverage.
 
         The Fund may attempt to hedge all or a portion of its portfolio through
the purchase of both put and call options on its portfolio securities and listed
put options on financial  futures contracts for portfolio  securities.  The Fund
may also purchase call options on financial futures contracts. The Fund may also
write  covered call options on its  portfolio  securities to attempt to increase
its current income.  The Fund will maintain its positions in securities,  option
rights,  and  segregated  cash  subject to puts and calls  until the options are
exercised, closed, or have expired. An option position may be closed out only on
an exchange which provides a secondary market for an option of the same series.
 
         The Fund may  write  (i.e.,  sell)  covered  call and put  options.  By
writing a call option,  the Fund becomes obligated during the term of the option
to deliver the  securities  underlying  the option upon  payment of the exercise
price. By writing a put option,  the Fund becomes  obligated  during the term of
the option to purchase  the  securities  underlying  the option at the  exercise
price  if  the  option  is  exercised.   The  Fund  also  may  write   straddles
(combinations  of covered puts and calls on the same underlying  security).  The
Fund may only write  "covered"  options.  This means that so long as the Fund is
obligated as the writer of a call option, it will own the underlying  securities
subject to the option or, in the case of call  options on U.S.  Treasury  bills,
the Fund might own  substantially  similar U.S. Treasury bills. The Fund will be
considered "covered" with respect to a put option it writes if, so long as it is
obligated as the writer of the put option,  it deposits and  maintains  with its
custodian  in a  segregated  account  liquid  assets  having a value equal to or
greater than the exercise price of the option.
 
         The  principal  reason for  writing  call or put  options is to obtain,
through a receipt of premiums,  a greater  current return than would be realized
on the underlying  securities  alone. The Fund receives a premium from writing a
call or put option which it retains  whether or not the option is exercised.  By
writing  a call  option,  the  Fund  might  lose the  potential  for gain on the
underlying  security  while the option is open,  and by writing a put option the
Fund might become obligated to purchase the underlying  securities for more than
their current market price upon exercise.
 
         A futures contract is a firm commitment by two parties: the seller, who
agrees to make  delivery of the specific  type of  instrument  called for in the
contract  ("going  short"),  and the buyer,  who agrees to take  delivery of the
instrument  ("going  long") at a certain time in the future.  Financial  futures
contracts  call for the  delivery  of  particular  debt  instruments  issued  or
guaranteed by the U.S. Treasury or by specified agencies or instrumentalities of
the U.S.  government.  If the Fund would enter into financial  futures contracts
directly to hedge its holdings of fixed income  securities,  it would enter into
contracts to deliver  securities at an undetermined  price (i.e., "go short") to
protect  itself  against  the  possibility  that the prices of its fixed  income
securities may decline during the Fund's  anticipated  holding period.  The Fund
would agree to purchase securities in the future at a predetermined price (i.e.,
"go long") to hedge against a decline in market interest rates.

                                       8
 
         The Fund may also  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  rates or  securities  prices.  A futures  contract on securities is an
agreement to buy or sell securities  during a designated month at whatever price
exists at that time. 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 remains in effect until the contract is terminated.
 
         The Fund may sell or purchase other financial futures contracts. When a
futures  contract is sold by the Fund,  the profit on 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  profit on their  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 may enter into closing purchase and sale transactions in order
to terminate a futures contract and may buy or 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.
 
         Risk  Characteristics  of Options  and  Futures.  Although  options and
futures  transactions  are  intended  to  enable  the Fund to  manage  market or
interest rate risks,  these investment  devices can be highly volatile,  and the
Fund's use of them can result in poorer performance (i.e., the Fund's return may
be  reduced).  The Fund's  attempt to use such  investment  devices  for hedging
purposes  may not be  successful.  Successful  futures  strategies  require  the
ability to predict  future  movements in securities  prices,  interest rates and
other  economic  factors.  When the Fund uses  financial  futures  contracts and
options on financial futures contracts as hedging devices,  there is a risk that
the prices of the  securities  subject to the  financial  futures  contracts and
options on financial  futures  contracts  may not correlate  perfectly  with the
prices of the securities in the Fund's  portfolio.  This may cause the financial
futures contract and any related options to react to market changes  differently
than the portfolio securities.  In addition, the Fund's investment adviser could
be incorrect in its  expectations and forecasts about the direction or extent of
market factors,  such as interest rates,  securities price movements,  and other
economic  factors.  Even if the Fund's  investment  adviser  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.  In these events,  the Fund may lose money on the financial futures
contracts or the options on financial futures contracts.  It is not certain that
a secondary market for positions in financial  futures  contracts or for options
on  financial  futures  contracts  will exist at all times.  Although the Fund's
investment  adviser will  consider  liquidity  before  entering  into  financial
futures  contracts  or  options  on  financial  futures  contracts,  there is no
assurance  that a liquid  secondary  market on an  exchange  will  exist for any
particular  financial futures contract or option on a financial futures contract
at any particular  time. The Fund's ability to establish and close out financial
futures contracts and options on financial futures contract positions depends on
this  secondary  market.  If the Fund is unable to close out its position due to
disruptions  in the market or lack of liquidity,  the Fund may lose money on the
futures contract or option, and the losses to the Fund could be significant.
 
         Derivatives.  Derivatives are financial  contracts whose value is based
on an underlying  asset,  such as a stock or a bond,  or an underlying  economic
factor, such as an index or an interest rate.
 
         The Fund may  invest  in  derivatives  only if the  expected  risks and
rewards are consistent with its objectives and policies. 

                                       9
 
         Losses from  derivatives  can  sometimes be  substantial.  This is true
partly  because  small price  movements  in the  underlying  asset can result in
immediate  and  substantial  gains or  losses  in the  value of the  derivative.
Derivatives can also cause the Fund to lose money if the Fund fails to correctly
predict the  direction  in which the  underlying  asset or economic  factor will
move.
 
- -------------------------------------------------------------------------------
 
                       ORGANIZATION AND SERVICE PROVIDERS
 
- -------------------------------------------------------------------------------
 
ORGANIZATION
 
         Fund  Structure.   The  Fund  is  an  investment  pool,  which  invests
shareholders'  money toward a specified goal. In technical  terms, the Fund is a
non-diversified  series of an open-end,  management  investment company,  called
Evergreen Municipal Trust (the "Trust").  The Trust is a Delaware business trust
organized on September 17, 1997.
 
         Board of Trustees.  The Trust is supervised by a Board of Trustees that
is responsible for representing the interests of shareholders. The Trustees meet
periodically  throughout the year to oversee the Fund's  activities,  reviewing,
among other things, the Fund's performance and its contractual arrangements with
various service providers.
 
         Shareholder  Rights.  All  shareholders  participate  in dividends  and
distributions  from the Fund's  assets and have equal  voting,  liquidation  and
other rights.  Shareholders may exchange shares as described under  "Exchanges,"
but will have no other preference,  conversion,  exchange or preemptive  rights.
When issued and paid for, shares will be fully paid and nonassessable. Shares of
the Fund are redeemable,  transferable and freely assignable as collateral.  The
Fund may establish additional classes or series of shares.
 
         The Fund  does not hold  annual  shareholder  meetings;  the Fund  may,
however,  hold  special  meetings  for such  purposes  as  electing  or removing
Trustees,  changing  fundamental  policies  and  approving  investment  advisory
agreements  or  12b-1  plans.  In  addition,  the  Fund is  prepared  to  assist
shareholders  in  communicating  with one another for the purpose of convening a
meeting to elect  Trustees.  If any matters are to be voted on by  shareholders,
each share owned as of the record date for the meeting  would be entitled to one
vote for each dollar of net asset value applicable to each share.
 
SERVICE PROVIDERS
 
         Investment  Adviser.  The investment adviser to the Fund is the Capital
Management Group ("CMG") of First Union National Bank ("FUNB"),  a subsidiary of
First Union  Corporation.  First Union  Corporation  and FUNB are located at 201
South  College  Street,  Charlotte,  North  Carolina  28288-0630.   First  Union
Corporation and its subsidiaries  provide a broad range of financial services to
individuals and businesses throughout the United States.
 
         The Fund  pays CMG an  annual  fee for its  services  equal to 0.50% of
average daily net assets.
 
         Portfolio Manager.  Robert S. Drye is the Fund's portfolio manager. Mr.
Drye has over 28 years of banking  and  investment  experience.  In  addition to
managing the Fund, he is also  responsible  for the  management of the Evergreen
South  Carolina  Municipal Bond Fund. Mr. Drye has been a Vice President of FUNB
since 1968.
 
         Transfer Agent and Dividend Disbursing Agent. Evergreen Service Company
("ESC"),  200 Berkeley Street,  Boston,  Massachusetts 02116, acts as the Fund's
transfer agent and dividend  disbursing agent. ESC is an indirect,  wholly-owned
subsidiary of First Union Corporation.
 
         Custodian.  State Street Bank and Trust Company, P.O. Box 9021, Boston,
Massachusetts 02205-9827 acts as the Fund's custodian.
 
         Principal   Underwriter.   Evergreen   Distributor,   Inc.  ("EDI"),  a
subsidiary of The BISYS Group,  Inc., located at 125 West 55th Street, New York,
New York 10019, is the principal underwriter of the Fund.
 
         Administrator.  Evergreen Investment  Services,  Inc. ("EIS") serves as
administrator to the Fund. As administrator,  and subject to the supervision and
control of the Trust's Board of Trustees, EIS provides the Fund with facilities,
equipment and personnel.  For its services as administrator,  EIS is entitled to
receive a fee based on the  aggregate  average daily net assets of the Fund at a
rate based on the total  assets of all the mutual  funds  advised by First Union
Corporation  subsidiaries.  The  administration  fee is calculated in accordance
with the following schedule:
 
Administration Fee
 
0.050% on the first $7 billion            
0.035% on the next $3 billion             
0.030% on the next $5 billion             
0.020% on the next $10 billion            
0.015% on the next $5 billion             
0.010% on assets in excess of $30 billion 
 
                                       10

DISTRIBUTION PLANS AND AGREEMENTS
 
         Distribution  Plans. The Fund's Class A, Class B and Class C shares pay
for the expenses  associated with the  distribution of such shares  according to
distribution  plans adopted pursuant to Rule 12b-1 under the Investment  Company
Act of 1940 (the "1940 Act") (each a "Plan" or collectively the "Plans").  Under
the   Plans,   the  Fund  may   incur   distribution-related   and   shareholder
servicing-related  expenses  which are based  upon a  maximum  annual  rate as a
percentage of the Fund's average daily net assets  attributable to the Class, as
follows:
 
Class A shares 0.75% (currently limited to 0.25%) 
Class B shares 1.00%                              
Class C shares 1.00%                              
 
         Of the amount that each Class may pay under its respective  Plan, up to
0.25% may constitute a service fee to be used to compensate organizations, which
may  include  the Fund's  investment  adviser or its  affiliates,  for  personal
services  rendered  to  shareholders   and/or  the  maintenance  of  shareholder
accounts.  The Fund may not pay any  distribution  or  service  fees  during any
fiscal  period in excess of the amounts set forth above.  Amounts paid under the
Distribution  Plans are used to compensate  the Fund's  distributor  pursuant to
Distribution Agreements entered into by the Fund.
 
         Distribution  Agreements.  The Fund has also entered into  distribution
agreements (each a "Distribution  Agreement" or collectively  the  "Distribution
Agreements")  with EDI. Pursuant to the Distribution  Agreements,  the Fund will
compensate  EDI for its services as  distributor  based upon the maximum  annual
rate as a percentage of the Fund's average daily net assets  attributable to the
Class, as follows:
 
Class A shares 0.25% 
Class B shares 1.00% 
Class C shares 1.00% 
 
         The Distribution  Agreements provide that EDI will use the distribution
fee  received  from the Fund for payments (1) to  compensate  broker-dealers  or
other  persons  for  distributing  shares of the Fund,  including  interest  and
principal  payments made in respect of amounts paid to  broker-dealers  or other
persons  that  have  been  financed  (EDI  may  assign  its  rights  to  receive
compensation  under the  Plans to  secure  such  financings),  (2) to  otherwise
promote the sale of shares of the Fund,  and (3) to  compensate  broker-dealers,
depository  institutions  and  other  financial   intermediaries  for  providing
administrative,  accounting  and  other  services  with  respect  to the  Fund's
shareholders.  FUNB or its  affiliates  may finance the payments  made by EDI to
compensate broker-dealers or other persons for distributing shares of the Fund.
 
         In the event  the Fund  acquires  the  assets  of other  mutual  funds,
compensation paid to EDI under the Distribution Agreements may be paid by EDI to
the distributors of the acquired funds or their predecessors.
 
         Since  EDI's  compensation  under the  Distribution  Agreements  is not
directly  tied to the  expenses  incurred  by EDI,  the  amount of  compensation
received by EDI under the Distribution Agreements during any year may be more or
less than its actual  expenses  and may result in a profit to EDI.  Distribution
expenses  incurred  by  EDI  in  one  fiscal  year  that  exceed  the  level  of
compensation  paid to EDI for  that  year  may be paid  from  distribution  fees
received from the Fund in subsequent fiscal years.
 
                                       11
 
 
- -------------------------------------------------------------------------------
 
                       PURCHASE AND REDEMPTION OF SHARES
 
- -------------------------------------------------------------------------------
 
HOW TO BUY SHARES
 
         You may purchase  shares of the Fund through  broker-dealers,  banks or
other financial  intermediaries,  or directly through EDI. In addition,  you may
purchase  shares of the Fund by  mailing  to the  Fund,  c/o  Evergreen  Service
Company,  P.O.  Box  2121,  Boston,   Massachusetts   02106-2121,   a  completed
Application   and  a  check  payable  to  the  Fund.   You  may  also  telephone
1-800-343-2898  to  obtain  the  number of an  account  to which you can wire or
electronically  transfer  funds and then send in a  completed  Application.  The
minimum initial investment is $1,000, which may be waived in certain situations.
Subsequent  investments  in any amount may be made by check,  by wiring  federal
funds, by direct deposit or by an electronic funds transfer.
 
         There is no minimum amount for subsequent  investments.  Investments of
$25  or  more  are  allowed  under  the  Systematic  Investment  Plan.  See  the
Application for more  information.  Only Class A, Class B and Class C shares are
offered  through this  Prospectus.  (See "General  Information-Other  Classes of
Shares.")
 
         Class A  Shares-Front-End  Sales Charge  Alternative.  You may purchase
Class A shares of the Fund at net asset  value plus an initial  sales  charge on
purchases  under  $1,000,000.  You may  purchase  $1,000,000  or more of Class A
shares without a front-end sales charge;  however,  a contingent  deferred sales
charge  ("CDSC")  equal  to  the  lesser  of 1% of  the  purchase  price  or the
redemption value will be imposed on shares redeemed during the month of purchase
and the 12-month period following the month of purchase. The schedule of charges
for Class A shares is as follows:
 
                              Initial Sales Charge
 
                    As a % of As a % of        Commission to       
                     the Net     the           Dealer/Agent        
                      Amount   Offering          as a % of         
                     Invested   Price         Offering Price       
                    --------- --------- -------------------------- 
AMOUNT OF PURCHASE  
Less than $50,000     4.99%     4.75%            4.25%                      
$   50,000-$99,999    4.71%     4.50%            4.25%                      
$  100,000-$249,999   3.90%     3.75%            3.25%                      
$  250,000-$499,999   2.56%     2.50%            2.00%                      
$  500,000-$999,999   2.04%     2.00%            1.75%                      
                                              1.00% of the amount        
                                              invested up to $2,999,999; 
                                              .50% of the amount         
                                              invested over $2,999,999,  
                                              up to $4,999,999; and      
                                             .25% of the excess over    
$1,000,000 or more    None      None         $4,999,999                 
 
         No front-end  sales charges are imposed on Class A shares  purchased by
(a)  institutional  investors,  which may  include  bank trust  departments  and
registered  investment  advisers;   (b)  investment  advisers,   consultants  or
financial  planners  who place  trades for their own accounts or the accounts of
their clients and who charge such clients a management,  consulting, advisory or
other fee; (c) clients of  investment  advisers or financial  planners who place
trades for their own accounts if the  accounts are linked to the master  account
of  such  investment  advisers  or  financial  planners  on  the  books  of  the
broker-dealer  through whom shares are purchased;  (d) institutional  clients of
broker-dealers,  including  retirement and deferred  compensation  plans and the
trusts used to fund these plans,  which place trades through an omnibus  account
maintained  with 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 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;  (g) and upon the initial  purchase of an
Evergreen fund by investors  reinvesting  the proceeds from a redemption  within
the preceding thirty days of shares of other mutual funds,  provided such shares
were  initially  purchased  with a front-end  sales charge or subject to a CDSC.
Certain  broker-dealers  or other  financial  institutions  may  impose a fee on
transactions in shares of the Fund.

                                       12
 
 
         Class A shares may also be purchased at net asset value by corporate or
certain  other  qualified   retirement   plans  or  a   non-qualified   deferred
compensation plan or a Title I tax sheltered annuity or TSA plan sponsored by an
organization having 100 or more eligible employees, or a TSA plan sponsored by a
public education entity having 5,000 or more eligible employees.
 
         In  connection  with sales made to plans of the type  described  in the
preceding  sentence EDI will pay  broker-dealers  and others  concessions at the
rate of 0.50% of the net asset value of the shares purchased. These payments are
subject to reclaim in the event the shares are  redeemed  within  twelve  months
after purchase.
 
         When Class A shares are sold, EDI will normally retain a portion of the
applicable  sales  charge  and pay the  balance  to the  broker-dealer  or other
financial  intermediary through whom the sale was made. EDI may also pay fees to
banks from sales  charges for services  performed on behalf of the  customers of
such banks in connection with the purchase of shares of the Fund. In addition to
compensation  paid at the time of sale,  entities  whose clients have  purchased
Class A shares may receive a trailing  commission  equal to 0.25% of the average
daily  net  asset  value on an  annual  basis  of  Class A shares  held by their
clients.  Certain  purchases  of Class A shares may qualify  for  reduced  sales
charges  in  accordance  with  the  Fund's  Concurrent   Purchases,   Rights  of
Accumulation,  Letter of  Intent,  certain  Retirement  Plans and  Reinstatement
Privilege.  Consult the Application for additional  information concerning these
reduced sales charges.
 
         Class B  Shares-Deferred  Sales  Charge  Alternative.  You may purchase
Class B shares at net asset value without an initial sales charge.  However, you
may pay a CDSC if you  redeem  shares  within  six  years  after  the  month  of
purchase. The amount of the CDSC (expressed as a percentage of the lesser of the
current net asset value or original  cost) will vary  according to the number of
years from the month of purchase of Class B shares as set forth below.
 
                                                                       CDSC  
Redemption Timing                                                    Imposed 
- -------------------------------------------------------------------- ------- 
Month of purchase and the first twelve-month period 
following the month of purchase                                        5.00% 
Second twelve-month period following the month of purchase             4.00% 
Third twelve-month period following the month of purchase              3.00% 
Fourth twelve-month period following the month of purchase             3.00% 
Fifth twelve-month period following the month of purchase              2.00% 
Sixth twelve-month period following the month of purchase              1.00% 
No CDSC is imposed on amounts redeemed thereafter.                   
 
         The CDSC is deducted from the amount of the  redemption  and is paid to
EDI. In the event the Fund acquires the assets of other mutual  funds,  the CDSC
may be paid by EDI to the distributors of the acquired funds. Class B shares are
subject to higher  distribution  and/or  shareholder  service  fees than Class A
shares for a period of seven years after the month of purchase  (after  which it
is expected  that they will convert to Class A shares  without  imposition  of a
front-end sales charge). The higher fees mean a higher expense ratio, so Class B
shares pay correspondingly  lower dividends and may have a lower net asset value
than Class A shares.  The Fund will not normally  accept any purchase of Class B
shares in the amount of $250,000 or more.
 
         At the  end of the  period  ending  seven  years  after  the end of the
calendar month in which the shareholder's  purchase order was accepted,  Class B
shares  will  automatically  convert  to Class A shares  and will no  longer  be
subject to the higher  distribution  and service fees imposed on Class B shares.
Such conversion will be on the basis of the relative net asset values of the two
Classes,  without the  imposition of any sales load,  fee or other  charge.  The
purpose of the  conversion  feature is to reduce the  distribution  services fee
paid by holders of Class B shares that have been outstanding long enough for the
Distributor to have been  compensated for the expenses  associated with the sale
of such shares.
 
         Class C Shares-Level-Load  Alternative. Class C shares are only offered
through  broker-dealers who have special  distribution  agreements with EDI. You
may purchase  Class C shares at net asset value without any initial sales charge
and, therefore, the full amount of your investment will be used to purchase Fund
shares. However, you will pay a 1.00% CDSC if you redeem shares during the month
of purchase and the 12-month period following the month of purchase.  No CDSC is
imposed on amounts redeemed thereafter. Class C shares incur higher distribution
and/or shareholder  service fees than Class A shares but, unlike Class B shares,
do not convert to any other class of shares of the Fund.  The higher fees mean a
higher expense ratio, so Class C shares pay correspondingly  lower dividends and
may have a lower net asset value than Class A shares. The Fund will not normally
accept any purchase of Class C shares in the amount of $500,000 or more. No CDSC
will be imposed on Class C shares  purchased  by  institutional  investors,  and
through  employee  benefit and savings  plans  eligible for the  exemption  from
front-end sales charges described under "Class A  Shares-Front-End  Sales Charge
Alternative"  above.  Broker-dealers  and other financial  intermediaries  whose
clients have purchased Class C shares may receive a trailing commission equal to
0.75% of the average  daily net asset  value of such  shares on an annual  basis
held by their  clients  more than one year from the date of  purchase.  Trailing
commissions  will  commence  immediately  with  respect to shares  eligible  for
exemption from the CDSC normally applicable to Class C shares.

                                       13
 
         Contingent Deferred Sales Charge.  Certain shares with respect to which
the Fund did not pay a commission on issuance,  including  shares  obtained from
dividend  or  distribution  reinvestment,  are not  subject to a CDSC.  Any CDSC
imposed  upon  the  redemption  of  Class  A,  Class B or  Class C  shares  is a
percentage  of the lesser of: (1) the net asset value of the shares  redeemed or
(2) the net asset value at the time of purchase of such shares.
 
         No CDSC is imposed on a  redemption  of shares of the Fund in the event
of: (1) death or disability of the shareholder; (2) a lump-sum distribution from
a 401(k) plan or other  benefit plan  qualified  under the  Employee  Retirement
Income  Security Act of 1974  ("ERISA");  (3) automatic  withdrawals  from ERISA
plans  if  the  shareholder  is  at  least  591/2  years  old;  (4)  involuntary
redemptions of accounts having an aggregate net asset value of less than $1,000;
(5) automatic  withdrawals  under the Systematic  Withdrawal Plan of up to 1.00%
per  month  of  the  shareholder's  initial  account  balance;  (6)  withdrawals
consisting  of loan  proceeds to a retirement  plan  participant;  (7) financial
hardship  withdrawals made by a retirement plan participant;  or (8) withdrawals
consisting of returns of excess contributions or excess deferral amounts made to
a retirement plan participant.
 
         The Fund may also sell  Class A, Class B or Class C shares at net asset
value without any initial sales charge or CDSC to certain  Directors,  Trustees,
officers and employees of the Fund,  Keystone,  FUNB, Evergreen Asset Management
Corp.  ("Evergreen Asset"), EDI and certain of their affiliates,  and to members
of the immediate  families of such persons,  to  registered  representatives  of
firms with dealer  agreements with EDI, and to a bank or trust company acting as
a trustee for a single account.
 
         How the Fund  Values Its  Shares.  The net asset value of each Class of
shares of the Fund is  calculated  by  dividing  the value of the  amount of the
Fund's net assets attributable to that Class by the number of outstanding shares
of that  Class.  Shares are valued  each day the New York  Stock  Exchange  (the
"Exchange")  is open as of the close of  regular  trading  (currently  4:00 p.m.
Eastern  time).  The  securities in the Fund are valued at their current  market
values  determined on the basis of market  quotations or, if such quotations are
not  readily  available,  such  other  methods  as the  Trustees  believe  would
accurately reflect fair value.  Non-dollar denominated securities will be valued
as of the close of the Exchange at the closing price of such securities in their
principal trading markets.
 
         General. The decision as to which Class of shares is more beneficial to
you  depends  on the amount of your  investment  and the length of time you will
hold it. If you are making a large  investment,  thus  qualifying  for a reduced
sales charge,  you might  consider  Class A shares.  If you are making a smaller
investment,  you might  consider  Class B shares since 100% of your  purchase is
invested immediately and since such shares will convert to Class A shares, which
incur lower ongoing  distribution  and/or shareholder  service fees, after seven
years.  If you are  unsure  of the time  period  of your  investment,  you might
consider  Class C shares since there are no initial sales charges and,  although
there is no conversion feature, the CDSC only applies to redemptions made during
the first year after the month of purchase.  Consult your financial intermediary
for further information.  The compensation received by broker-dealers and agents
may differ  depending  on whether  they sell Class A, Class B or Class C shares.
There is no size limit on purchases of Class A shares.
 
         In addition to the discount or commission paid to  broker-dealers,  EDI
may from time to time pay to broker-dealers  additional cash or other incentives
that are  conditioned  upon the sale of a  specified  minimum  dollar  amount of
shares of the Fund and/or other Evergreen  funds.  Such incentives will take the
form of payment for attendance at seminars, lunches, dinners, sporting events or
theater performances,  or payment for travel, lodging and entertainment incurred
in connection with travel by persons  associated with a broker-dealer  and their
immediate  family  members to urban or resort  locations  within or outside  the
United States.  Such a dealer may elect to receive cash incentives of equivalent
amount in lieu of such  payments.  EDI may also limit the  availability  of such
incentives  to  certain  specified  dealers.  EDI  from  time to  time  sponsors
promotions  involving First Union Brokerage Services,  Inc., an affiliate of the
Fund's  investment  adviser,  and  select  broker-dealers,   pursuant  to  which
incentives are paid,  including gift  certificates and payments in amounts up to
1% of the  dollar  amount of shares of the Fund  sold.  Awards  may also be made
based on the opening of a minimum  number of accounts.  Such  promotions are not
being made  available to all  broker-dealers.  Certain  broker-dealers  may also
receive  payments from EDI or the Fund's  investment  adviser over and above the
usual trail commissions or shareholder  servicing payments applicable to a given
Class of shares.

                                       14
 

         Additional Purchase Information.  As a condition of this offering, if a
purchase is canceled due to nonpayment  or because an investor's  check does not
clear,  the  investor  will be  responsible  for any loss the Fund or the Fund's
investment adviser incurs. If such investor is an existing shareholder, the Fund
may  redeem  shares  from an  investor's  account to  reimburse  the Fund or its
investment adviser for any loss. In addition, such investor may be prohibited or
restricted from making further purchases in any of the Evergreen funds. The Fund
will not accept  third  party  checks  other than those  payable  directly  to a
shareholder whose account has been in existence at least 30 days.
 
HOW TO REDEEM SHARES
 
         You may "redeem"  (i.e.,  sell) your shares in the Fund to the Fund for
cash at their  net  redemption  value on any day the  Exchange  is open,  either
directly  by  writing  to  the  Fund,   c/o  ESC,  or  through  your   financial
intermediary.  The amount you will  receive is the net asset value  adjusted for
fractions of a cent (less any applicable  CDSC) next  calculated  after the Fund
receives  your request in proper form.  Proceeds  generally  will be sent to you
within seven days.  However,  for shares recently  purchased by check,  the Fund
will not send proceeds until it is reasonably  satisfied that the check has been
collected  (which may take up to 15 days).  Once a  redemption  request has been
telephoned or mailed, it is irrevocable and may not be modified or canceled.
 
         Redeeming  Shares  Through Your Financial  Intermediary.  The Fund must
receive instructions from your financial  intermediary before 4:00 p.m. (Eastern
time) for you to receive that day's net asset value (less any applicable  CDSC).
Your  financial   intermediary  is  responsible  for  furnishing  all  necessary
documentation to the Fund and may charge you for this service. Certain financial
intermediaries  may require  that you give  instructions  earlier than 4:00 p.m.
(Eastern time).
 
         Redeeming Shares Directly by Mail or Telephone. Send a signed letter of
instruction or stock power form to the Fund,  c/o ESC, the  registrar,  transfer
agent  and  dividend-disbursing  agent  for the  Fund.  Stock  power  forms  are
available  from your financial  intermediary,  ESC, and many  commercial  banks.
Additional  documentation  is required  for the sale of shares by  corporations,
financial  intermediaries,  fiduciaries  and surviving  joint owners.  Signature
guarantees are required for all  redemption  requests for shares with a value of
more than $50,000. Currently, the requirement for a signature guarantee has been
waived on redemptions of $50,000 or less when the account  address of record has
been the same for a minimum  period  of 30 days.  The Fund and ESC  reserve  the
right to  withdraw  this  waiver  at any time.  A  signature  guarantee  must be
provided by a bank or trust  company (not a Notary  Public),  a member firm of a
domestic stock exchange or by other financial  institutions whose guarantees are
acceptable under the Securities Exchange Act of 1934 and ESC's policies.
 
         Shareholders  may redeem amounts of $1,000 or more (up to $50,000) from
their  accounts  by  calling  the  telephone  number on the  front  page of this
Prospectus  between  the hours of 8:00 a.m.  and 6:00 p.m.  (Eastern  time) each
business day (i.e., any weekday exclusive of days on which the Exchange or ESC's
offices are  closed).  The  Exchange is closed on New Years Day,  Martin  Luther
King, Jr. Day,  Presidents' Day, Good Friday,  Memorial Day,  Independence  Day,
Labor Day,  Thanksgiving  Day and Christmas Day.  Redemption  requests  received
after 4:00 p.m.  (Eastern  time)  will be  processed  using the net asset  value
determined on the next business day. Such  redemption  requests must include the
shareholder's account name, as registered with the Fund, and the account number.
During  periods  of  drastic  economic  or  market  changes,   shareholders  may
experience  difficulty in effecting telephone  redemptions.  If you cannot reach
the Fund by telephone, you should follow the procedures for redeeming by mail or
through a broker-dealer as set forth herein. The telephone redemption service is
not made available to shareholders  automatically.  Shareholders  wishing to use
the telephone  redemption  service must complete the appropriate  section on the
Application  and choose how the redemption  proceeds are to be paid.  Redemption
proceeds will either (1) be mailed by check to the shareholder at the address in
which the  account is  registered  or (2) be wired to an  account  with the same
registration as the shareholder's account in the Fund at a designated commercial
bank.
 
         In order to insure that  instructions  received by ESC are genuine when
you  initiate  a  telephone  transaction,  you will be asked to  verify  certain
criteria  specific to your account.  At the conclusion of the  transaction,  you
will be  given  a  transaction  number  confirming  your  request,  and  written
confirmation  of your  transaction  will be mailed the next  business  day. Your
telephone  instructions  will be recorded.  Redemptions by telephone are allowed
only if the address and bank  account of record have been the same for a minimum
period  of 30  days.  The Fund  reserves  the  right  at any time to  terminate,
suspend,  or  change  the  terms  of any  redemption  method  described  in this
Prospectus, except redemption by mail, and to impose fees.

                                       15
 
 
         Except as  otherwise  noted,  the Fund,  ESC,  and EDI will not  assume
responsibility for the authenticity of any instructions  received by any of them
from a shareholder in writing, over the Evergreen Express Line, or by telephone.
ESC will employ reasonable procedures to confirm that instructions received over
the Evergreen  Express Line or by telephone are genuine.  The Fund, ESC, and EDI
will not be liable  when  following  instructions  received  over the  Evergreen
Express Line or by telephone that ESC reasonably believes are genuine.
 
         Evergreen  Express Line. The Evergreen Express Line offers you specific
fund account  information and price and yield  quotations as well as the ability
to do account transactions,  including  investments,  exchanges and redemptions.
You may access the Evergreen Express Line by dialing toll free 1-800-346-3858 on
any touch-tone telephone, 24 hours a day, seven days a week.
 
         General. The sale of shares is a taxable transaction for federal income
tax purposes.  The Fund may  temporarily  suspend the right to redeem its shares
when:  (1) the  Exchange  is closed,  other than  customary  weekend and holiday
closings; (2) trading on the Exchange is restricted; (3) an emergency exists and
the Fund cannot dispose of its  investments or fairly  determine their value; or
(4) the Securities and Exchange  Commission ("SEC") so orders. The Fund reserves
the right to close an account  that through  redemption  has fallen below $1,000
and has  remained so for 30 days.  Shareholders  will  receive 60 days'  written
notice to increase the account  value to at least  $1,000  before the account is
closed.  The Fund has  elected to be  governed  by Rule 18f-1 under the 1940 Act
pursuant to which the Fund is obligated to redeem  shares  solely in cash, up to
the lesser of $250,000 or 1% of the Fund's  total net assets,  during any 90 day
period for any one shareholder.
 
EXCHANGE PRIVILEGE
 
         How to Exchange Shares. You may exchange some or all of your shares for
shares of the same class in the other  Evergreen  funds  through your  financial
intermediary,  by calling or  writing to ESC or by using the  Evergreen  Express
Line as described above. Once an exchange request has been telephoned or mailed,
it is irrevocable and may not be modified or canceled. Exchanges will be made on
the  basis of the  relative  net  asset  values  of the  shares  exchanged  next
determined after an exchange  request is received.  An exchange which represents
an initial  investment  in  another  Evergreen  fund is  subject to the  minimum
investment and suitability requirements of each fund.
 
         Each of the Evergreen  funds has different  investment  objectives  and
policies.  For  complete  information,  a  prospectus  of the fund into which an
exchange  will be made should be read prior to the exchange.  An exchange  order
must comply with the requirement  for a redemption or repurchase  order and must
specify  the dollar  value or number of shares to be  exchanged.  An exchange is
treated for federal  income tax purposes as a redemption  and purchase of shares
and may result in the  realization of a capital gain or loss.  Shareholders  are
limited  to five  exchanges  per  calendar  year,  with a  maximum  of three per
calendar quarter. This exchange privilege may be modified or discontinued at any
time by the Fund upon 60 days' notice to  shareholders  and is only available in
states in which shares of the fund being acquired may lawfully be sold.
 
         No CDSC will be imposed in the event shares are exchanged for shares of
the  same  class  of other  Evergreen  funds.  If you  redeem  shares,  the CDSC
applicable to the shares of the Evergreen fund originally  purchased for cash is
applied. Also, Class B shares will continue to age following an exchange for the
purpose of conversion to Class A shares and for the purpose of  determining  the
amount of the applicable CDSC.
 
         Exchanges  Through Your Financial  Intermediary.  The Fund must receive
exchange instructions from your financial intermediary before 4:00 p.m. (Eastern
time) for you to receive that day's net asset value. Your financial intermediary
is responsible  for furnishing all necessary  documentation  to the Fund and may
charge you for this service.
 
         Exchanges By Telephone and Mail. Exchange requests received by the Fund
after 4:00 p.m.  (Eastern  time)  will be  processed  using the net asset  value
determined  at the close of the next  business  day.  During  periods of drastic
economic or market changes,  shareholders may experience difficulty in effecting
telephone  exchanges.  You  should  follow  the  procedures  outlined  below for
exchanges  by mail if you are unable to reach ESC by  telephone.  If you wish to
use the telephone  exchange service you should indicate this on the Application.
As noted  above,  the Fund will employ  reasonable  procedures  to confirm  that
instructions for the redemption or exchange of shares  communicated by telephone
are  genuine.  A telephone  exchange  may be refused by the Fund or ESC if it is
believed  advisable to do so. Procedures for exchanging Fund shares by telephone
may be modified or terminated at any time. Written requests for exchanges should
follow the same  procedures  outlined  for  written  redemption  requests in the
section  entitled "How to Redeem  Shares;"  however,  no signature  guarantee is
required.

                                       16

 
 
SHAREHOLDER SERVICES
 
         The  Fund  offers  the  following   shareholder   services.   For  more
information  about  these  services  or your  account,  contact  your  financial
intermediary,  ESC or  call  the  toll-free  number  on the  front  page of this
Prospectus. Some services are described in more detail in the Application.
 
         Systematic Investment Plan. Under a Systematic Investment Plan, you may
invest as little as $25 per month to purchase shares of the Fund with no minimum
initial investment required.
 
         Telephone  Investment  Plan. You may make  investments into an existing
account electronically in amounts of not less than $100 or more than $10,000 per
investment.  Telephone  investment requests received by 4:00 p.m. (Eastern time)
will be credited to a shareholder's account the day the request is received.
 
         Systematic  Withdrawal  Plan.  When an  account  of  $10,000 or more is
opened or when an existing account reaches that size, you may participate in the
Systematic   Withdrawal  Plan  by  filling  out  the  appropriate  part  of  the
Application.  Under this Plan,  you may receive  (or  designate a third party to
receive) a monthly or quarterly  fixed-withdrawal  payment in a stated amount of
at least $75 and as much as 1.0% per month or 3.0% per  quarter of the total net
asset value of the Fund shares in your  account  when the Plan was opened.  Fund
shares  will  be  redeemed  as  necessary  to  meet  withdrawal  payments.   All
participants must elect to have their dividends and capital gains  distributions
reinvested automatically.
 
         Investments  Through  Employee  Benefit  and  Savings  Plans.   Certain
qualified and  non-qualified  employee benefit and savings plans may make shares
of the Fund and the  other  Evergreen  funds  available  to their  participants.
Investments  made by such employee  benefit  plans may be exempt from  front-end
sales   charges  if  they  meet  the   criteria   set  forth   under   "Class  A
Shares-Front-End  Sales Charge Alternative."  Evergreen Asset,  Keystone or FUNB
may  provide   compensation  to  organizations   providing   administrative  and
recordkeeping  services  to plans  which  make  shares  of the  Evergreen  funds
available to their participants.
 
         Automatic  Reinvestment  Plan. For the  convenience  of investors,  all
dividends and distributions are automatically  reinvested in full and fractional
shares of a Fund at the net asset  value per share at the close of  business  on
the record date, unless otherwise  requested by a shareholder in writing. If the
transfer  agent does not  receive a written  request  for  subsequent  dividends
and/or  distributions to be paid in cash at least three full business days prior
to a given record  date,  the  dividends  and/or  distributions  to be paid to a
shareholder will be reinvested.
 
         Dollar Cost  Averaging.  Through dollar cost averaging you can invest a
fixed  dollar  amount each month or each  quarter in any  Evergreen  fund.  This
results in more shares being  purchased when the selected fund's net asset value
is  relatively  low and fewer shares being  purchased  when the fund's net asset
value is relatively high and may result in a lower average cost per share than a
less systematic investment approach.
 
         Prior to participating in dollar cost averaging,  you must establish an
account in a fund. You should designate on the Application (1) the dollar amount
of each monthly or quarterly  investment  you wish to make,  and (2) the fund in
which  the  investment  is to be  made.  Thereafter,  on  the  first  day of the
designated  month,  an  amount  equal  to the  specified  monthly  or  quarterly
investment will automatically be redeemed from your initial account and invested
in shares of the designated fund.
 
         Two  Dimensional  Investing.  You may elect to have  income and capital
gains  distributions  from  any  Evergreen  fund  shares  you own  automatically
invested to purchase the same class of shares of any other  Evergreen  fund. You
may select this service on your  Application and indicate the Evergreen  fund(s)
into which distributions are to be invested.
 
         Tax Sheltered  Retirement Plans. The Fund has various  retirement plans
available  to  eligible  investors,  including  Individual  Retirement  Accounts
(IRAs);   Rollover  IRAs;  Simplified  Employee  Pension  Plans  (SEPs);  Salary
Incentive  Match Plan for  Employees  (SIMPLEs);  Tax Sheltered  Annuity  Plans;
403(b)(7)  Plans;  401(k)  Plans;  Keogh Plans;  Profit-Sharing  Plans;  Medical
Savings  Accounts;  Pension and Target  Benefit and Money  Purchase  Plans.  For
details,  including fees and application forms, call toll free 1-800-247-4075 or
write to ESC.
 
BANKING LAWS
 
         The Glass-Steagall Act and other banking laws and regulations presently
prohibit member banks of the Federal  Reserve System  ("Member  Banks") or their
non-bank affiliates from sponsoring,  organizing,  controlling,  or distributing
the shares of registered  open-end  investment  companies such as the Fund. Such
laws  and  regulations  also  prohibit  banks  from  issuing,   underwriting  or
distributing  securities in general.  However,  under the Glass-Steagall Act and
such other laws and regulations,  a Member Bank or an affiliate  thereof may act
as  investment  adviser,  transfer  agent or custodian to a registered  open-end
investment  company and may also act as agent in connection with the purchase of
shares of such an  investment  company upon the order of its  customer.  FUNB is
subject to and in compliance with the aforementioned laws and regulations.
 
                                       17

         Changes  to  applicable  laws and  regulations  or future  judicial  or
administrative decisions could result in FUNB 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 were prevented from continuing to provide the services called
for under the investment  advisory  agreement,  it is expected that the Trustees
would  identify,  and call  upon  the  Fund's  shareholders  to  approve,  a new
investment  adviser.  If this  were to  occur,  it is not  anticipated  that the
shareholders of the Fund would suffer any adverse financial consequences.
 
- -------------------------------------------------------------------------------
 
                               OTHER INFORMATION
 
- -------------------------------------------------------------------------------
 
DIVIDENDS, DISTRIBUTIONS AND TAXES
 
         The Fund intends to declare  dividends from net investment income daily
and distribute to its shareholders such dividends  monthly.  The Fund intends to
declare  and  distribute  all net  realized  capital  gains at  least  annually.
Shareholders receive Fund distributions in the form of additional shares of that
class of shares upon which the  distribution  is based or, at the  shareholder's
option,  in cash.  Shareholders  of the Fund who have not opted to receive  cash
prior to the payable date for any  dividend  from net  investment  income or the
record  date for any  capital  gains  distribution  will have the number of such
shares  determined on the basis of the Fund's net asset value per share computed
at the end of that day after adjustment for the distribution. Net asset value is
used in  computing  the  number  of  shares in both  capital  gains  and  income
distribution investments.  There is a possibility that shareholders may lose the
tax-exempt status on accrued income on municipal bonds if shares of the Fund are
redeemed before a dividend has been declared.
 
         Because Class A shares bear most of the costs of  distribution  of such
shares  through  payment of a front-end  sales  charge,  while Class B and, when
applicable,   Class  C  shares  bear  such  expenses  through  a  higher  annual
distribution  fee,  expenses  attributable  to Class B shares and Class C shares
will generally be higher than those of Class A shares, and income  distributions
paid by the Fund with  respect to Class A shares will  generally be greater than
those paid with respect to Class B and Class C shares.
 
         Account statements and/or checks, as appropriate, will be mailed within
seven  days  after  the Fund  pays a  distribution.  Unless  the  Fund  receives
instructions  to the contrary before the record or payable date, as the case may
be, it will assume that a shareholder  wishes to receive that  distribution  and
future capital gains and income distributions in shares.  Instructions  continue
in effect until changed in writing.
 
         The Fund  intends to qualify  to be treated as a  regulated  investment
company under the Code.  While so  qualified,  it is expected that the Fund will
not be  required  to pay  any  federal  income  taxes  on  that  portion  of its
investment  company  taxable  income  and  any net  realized  capital  gains  it
distributes to shareholders.  The Code imposes a 4% nondeductible  excise tax on
regulated investment companies, such as the Fund, to the extent they do not meet
certain  distribution  requirements  by the end of each calendar  year. The Fund
anticipates meeting such distribution requirements.
 
         The Fund will designate and pay exempt-interest  dividends derived from
interest  earned on  qualifying  tax-exempt  obligations.  Such  exempt-interest
dividends  may be excluded by  shareholders  of the Fund from their gross income
for  federal  income  tax  purposes;  however,  (1)  all or a  portion  of  such
exempt-interest  dividends may be a specific preference item for purposes of the
federal  individual and corporate  alternative  minimum taxes to the extent that
they are derived  from  certain  types of private  activity  bonds  issued after
August 7, 1986, and (2) all exempt-interest dividends will be a component of the
"adjusted current  earnings" for purposes of the federal  corporate  alternative
minimum tax.
 
         Dividends paid from taxable income,  if any, and  distributions  of any
net realized  short-term  capital  gains  (whether  from  tax-exempt  or taxable
obligations)  are  taxable  as  ordinary  income  and  long-term  capital  gains
distributions  are taxable as long-term  capital gains,  even though received in
additional  shares of the Fund, and regardless of the investor's  holding period
relating to the shares with respect to which such gains are distributed.  Market
discount  recognized  on taxable  and  tax-exempt  bonds is taxable as  ordinary
income, not as excludable income.  Under current law, the highest federal income
tax rate  applicable to net long-term  gains  realized by individuals is 20% for
most assets held more than 18 months.  The rate  applicable to  corporations  is
35%.

                                       18
 
         Since the Fund's gross income is  ordinarily  expected to be tax-exempt
interest income,  it is not expected that the 70%  dividends-received  deduction
for corporations will be applicable.  Specific  questions should be addressed to
the investor's own tax adviser.
 
         The Fund is  required  by federal  law to  withhold  31% of  reportable
payments (which may include dividends,  capital gains distributions (if any) and
redemptions)  paid to  certain  shareholders.  In  order to  avoid  this  backup
withholding requirement,  each investor must certify on the Application, or on a
separate form supplied by the Fund's transfer agent,  that the investor's social
security or taxpayer  identification  number is correct and that the investor is
not  currently   subject  to  backup   withholding  or  is  exempt  from  backup
withholding.  A shareholder who acquires Class A shares of the Fund and sells or
otherwise  disposes  of such  shares  within 90 days of  acquisition  may not be
allowed to include  certain sales charges  incurred in acquiring such shares for
purposes of calculating gain and loss realized upon a sale or exchange of shares
of the Fund.
 
         Florida does not  currently  impose a state income tax on  individuals.
Thus,  individual  shareholders  of the Fund will not be subject to any  Florida
state  income tax on  distributions  received  from the Fund.  However,  certain
distributions  will be taxable to  corporate  shareholders  which are subject to
Florida corporate income tax. Florida currently imposes an intangible tax at the
annual rate of 0.20% on certain  securities and other intangible assets owned by
Florida  residents.  Certain types of tax exempt  securities of Florida issuers,
U.S.  government  securities  and tax exempt  securities  issued by certain U.S.
territories  and  possessions are exempt from this intangible tax. Shares of the
Fund  will also be  exempt  from the  Florida  intangible  tax if the  portfolio
consists  exclusively of securities which are exempt on the last business day of
the  calendar  year.  If the  portfolio  consists of any assets which are not so
exempt on the last business day of the calendar year, however,  only the portion
of the shares of the Fund which relates to securities issued by the U.S. and its
possessions and territories will be exempt from the Florida  intangible tax, and
the  remaining  portion of such shares will be fully  subject to the  intangible
tax, even if they partly relate to Florida tax exempt securities.
 
         Statements  describing  the tax status of  shareholders'  dividends and
distributions  will be mailed  annually by the Fund.  These  statements will set
forth the  amount of income  exempt  from  federal  and,  if  applicable,  state
taxation,  and the  amount,  if any,  subject  to  federal  and state  taxation.
Moreover, to the extent necessary,  these statements will indicate the amount of
exempt-interest  dividends which are a specific  preference item for purposes of
the federal individual and corporate alternative minimum taxes. The exemption of
interest income for federal income tax purposes does not  necessarily  result in
exemption  under  the  income  or other  tax law of any  state  or local  taxing
authority.  Investors  should consult their own tax advisers about the status of
distributions  from the Fund in their states and  localities.  The Fund notifies
shareholders annually as to the interest exempt from federal taxes earned by the
Fund.
 
         The foregoing discussion of federal income tax consequences is based on
tax laws and regulations in effect on the date of this Prospectus and is subject
to change by legislative or administrative  action. As the foregoing  discussion
is for  general  information  only,  you should also  review the  discussion  of
"Additional Tax Information" contained in the SAI.
 
GENERAL INFORMATION
 
         Portfolio  Turnover.  The estimated annual portfolio  turnover rate for
the Fund is not expected to exceed 100%. A portfolio turnover rate of 100% would
occur if all of the Fund's  portfolio  securities were replaced in one year. The
portfolio turnover rate experienced by the Fund directly affects the transaction
costs  relating  to the  purchase  and sale of  securities  which the Fund bears
directly.  A high rate of portfolio  turnover will increase such costs.  See the
SAI for  further  information  regarding  the  practices  of the Fund  affecting
portfolio turnover.
 
         Portfolio  Transactions.  Consistent  with  the  Conduct  Rules  of the
National  Association of Securities  Dealers,  Inc., and subject to seeking best
price and  execution,  the Fund may consider  sales of its shares as a factor in
the selection of  broker-dealers  to enter into portfolio  transactions with the
Fund.
 
         Other  Classes of Shares.  The Fund  currently  offers four  classes of
shares,  Class A,  Class B,  Class C and  Class Y, and may in the  future  offer
additional  classes.  Class Y shares are not offered by this  Prospectus and are
only  available to (1) persons who at or prior to December 31, 1994 owned shares
in a mutual fund advised by Evergreen Asset, (2) certain institutional investors
and (3) investment advisory clients of FUNB, Evergreen Asset,  Keystone or their
affiliates.  The dividends  payable with respect to Class A, Class B and Class C
shares will be less than those payable with respect to Class Y shares due to the
distribution and shareholder  servicing-related expenses borne by Class A, Class
B and Class C shares  and the fact that such  expenses  are not borne by Class Y
shares. Investors should telephone (800) 343-2898 to obtain information on other
classes of shares.

                                       19
 
         Performance  Information.  From  time to time,  the Fund may  quote its
"total return" or "yield" for a specified period in  advertisements,  reports or
other  communications  to  shareholders.  Total  return  and yield are  computed
separately  for Class A, Class B, Class C and Class Y shares.  The Fund's  total
return for each such period is computed by finding, through the use of a formula
prescribed  by the SEC, the average  annual  compounded  rate of return over the
period that would equate an assumed  initial amount invested to the value of the
investment  at the end of the period.  For purposes of computing  total  return,
dividends and capital gains distributions paid on shares of the Fund are assumed
to have been  reinvested  when paid and the maximum sales charges  applicable to
purchases of the Fund's shares are assumed to have been paid.
 
         Yield is a way of  showing  the rate of  income  the Fund  earns on its
investments  as a  percentage  of the Fund's  share  price.  The Fund's yield is
calculated  according to accounting methods that are standardized by the SEC for
all stock and bond  funds.  Because  yield  accounting  methods  differ from the
method used for other  accounting  purposes,  the Fund's yield may not equal its
distribution  rate, the income paid to your account or the net investment income
reported in the Fund's financial statements.  To calculate yield, the Fund takes
the interest and dividend income it earned from its portfolio of investments (as
defined by the SEC formula) for a 30-day period (net of expenses), divides it by
the average number of shares  entitled to receive  dividends,  and expresses the
result as an annualized  percentage  rate based on the Fund's share price at the
end of the  30-day  period.  This yield does not  reflect  gains or losses  from
selling securities.
 
         The Fund may also quote  tax-equivalent  yields  which show the taxable
yields an investor would have to earn before taxes to equal the Fund's  tax-free
yields. A tax-equivalent  yield is calculated by dividing the Fund's  tax-exempt
yield by the result of one minus a stated federal tax rate. If only a portion of
the  Fund's  income  was  tax-exempt,  only  that  portion  is  adjusted  in the
calculation.
 
         Performance  data  may  be  included  in  any  advertisement  or  sales
literature of the Fund. These  advertisements may quote performance  rankings or
ratings of the Fund by financial publications or independent  organizations such
as Lipper Analytical  Services,  Inc. and Morningstar,  Inc. or compare a Fund's
performance  to various  indices.  The Fund may also advertise in items of sales
literature an "actual distribution rate" which is computed by dividing the total
ordinary income  distributed (which may include the excess of short-term capital
gains over losses) to  shareholders  for the latest  twelve-month  period by the
maximum public offering price per share on the last day of the period. Investors
should be aware that past performance may not be indicative of future results.
 
         In marketing  the Fund's  shares,  information  may be provided that is
designed  to help  individuals  understand  their  investment  goals and explore
various  financial   strategies.   Such  information  may  include  publications
describing   general   principles  of  investing,   such  as  asset  allocation,
diversification,  risk tolerance,  and goal setting; a questionnaire designed to
help create a personal financial profile; and an action plan offering investment
alternatives. The information provided to investors may also include discussions
of other Evergreen funds, products, and services, which may include:  retirement
investing;  brokerage products and services;  the effects of periodic investment
plans and dollar cost averaging;  saving for college;  and charitable giving. In
addition,  the information provided to investors may quote financial or business
publications and periodicals, including model portfolios or allocations, as they
relate to fund management, investment philosophy, and investment techniques. The
materials  may  also  reprint,  and use as  advertising  and  sales  literature,
articles from Evergreen Events, a quarterly  magazine provided free of charge to
Evergreen fund shareholders.
 
         Additional  Information.  This  Prospectus  and the SAI, which has been
incorporated by reference  herein,  do not contain all the information set forth
in the  Registration  Statement  filed  by the  Trust  with  the SEC  under  the
Securities Act of 1933, as amended.  Copies of the Registration Statement may be
obtained at a reasonable charge from the SEC or may be examined, without charge,
at the offices of the SEC in Washington, D.C.

                                       20
 

 
Investment Adviser
Capital Management Group of First Union National Bank, 201 South College 
Street, Charlotte, North Carolina 28228 
 
Custodian
State Street Bank and Trust Company, P.O. Box 9021, Boston, Massachusetts 
02205-9827 
 
Transfer Agent
Evergreen Service Company, P.O. Box 2121, Boston, Massachusetts 02106-2121
 
Legal Counsel
Sullivan & Worcester LLP, 1025 Connecticut Avenue, N.W., Washington, D.C. 20036
 
Independent Auditors
KPMG Peat Marwick LLP, 99 High Street, Boston, Massachusetts 02110
 
Distributor
Evergreen Distributor, Inc., 125 W. 55th Street, New York, New York 10019
 
                                                                         542081
<PAGE>
 
 
- -------------------------------------------------------------------------------
PROSPECTUS
                                                              November 12, 1997
- -------------------------------------------------------------------------------
 
Evergreen State Tax Free Funds
 
- -------------------------------------------------------------------------------
 
 
Evergreen Florida Municipal Bond Fund
 
CLASS Y SHARES
 
         The Evergreen  Florida  Municipal  Bond Fund (the "Fund") seeks current
income exempt from federal regular income tax and the Florida state  intangibles
tax, consistent with the preservation of capital.
 
         This  Prospectus  provides  information  regarding  the  Class Y shares
offered  by the  Fund.  The Fund is a  non-diversified  series  of an  open-end,
management  investment  company.  This Prospectus sets forth concise information
about the Fund that a prospective  investor  should know before  investing.  The
address of the Fund is 200 Berkeley Street, Boston, Massachusetts 02116.
 
         A Statement of Additional  Information  for the Fund dated November 12,
1997, as supplemented  from time to time, has been filed with the Securities and
Exchange  Commission and is incorporated by reference  herein.  The Statement of
Additional  Information provides information regarding certain matters discussed
in this Prospectus and other matters which may be of interest to investors,  and
may be obtained without charge by calling the Fund at (800) 343-2898.  There can
be no  assurance  that the  investment  objective  of the Fund will be achieved.
Investors are advised to read this Prospectus carefully.
 
         An  investment  in the Fund is not a deposit or obligation of any bank,
is not  endorsed or  guaranteed  by any bank,  and is not  insured or  otherwise
protected by the U.S. government, the Federal Deposit Insurance Corporation, the
Federal  Reserve  Board,  or any other  government  agency  and  involves  risk,
including the possible loss of principal.
 
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND 
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES 
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE 
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS 
A CRIMINAL OFFENSE. 
 
                   Keep This Prospectus For Future Reference
 
 
                               TABLE OF CONTENTS
 
EXPENSE INFORMATION                    3 
FINANCIAL HIGHLIGHTS                   4 
DESCRIPTION OF THE FUND                4 
Investment Objective and Policies      4 
Investment Practices and Restrictions  5 
ORGANIZATION AND SERVICE PROVIDERS    10 
Organization                          10 
Service Providers                     10 
PURCHASE AND REDEMPTION OF SHARES  11 
How to Buy Shares                  11 
How to Redeem Shares               11 
Exchange Privilege                 12 
Shareholder Services               13 
Banking Laws                       14 
OTHER INFORMATION                  14 
Dividends, Distributions and Taxes 14 
General Information                15 

                                       2
 
 
- -------------------------------------------------------------------------------
 
                              EXPENSE INFORMATION
 
- -------------------------------------------------------------------------------
 
         The table and example  below are  designed to help you  understand  the
various expenses that you will bear, directly or indirectly,  when you invest in
the Fund.  Shareholder  transaction  expenses are fees paid  directly  from your
account when you buy or sell shares of the Fund.
 
SHAREHOLDER TRANSACTION EXPENSES            
Sales Charge Imposed on Purchases      None 
Sales Charge on Dividend Reinvestments None 
Contingent Deferred Sales Charge       None 
 
         Annual operating  expenses reflect the normal operating expenses of the
Fund,  and include costs such as  management,  distribution  and other fees. The
table below shows the Fund's estimated annual operating  expenses for the fiscal
period  ending  August 31,  1998.  The  example  shows what you would pay if you
invested  $1,000  over the  periods  indicated.  The  example  assumes  that you
reinvest all of your dividends and that the Fund's average annual return will be
5%. The example is for illustration purposes only and should not be considered a
representation  of past or future  expenses or annual return.  The Fund's actual
expenses and returns will vary.  For a more complete  description of the various
costs and expenses borne by the Fund see "Organization and Service Providers."
 
               Annual Operating                       
                   Expenses                       Example 
               ----------------                   ------- 
Advisory Fees       .50%           After 1 Year     $7 
12b-1 Fees            -            After 3 Years    $22 
Other Expenses      .19%                       
               ----------------                       
Total               .69%                       
               ================     
                  
                                       3
 
 
- -------------------------------------------------------------------------------
 
                              FINANCIAL HIGHLIGHTS
 
- -------------------------------------------------------------------------------
 
         As  of  the  date  of  this  Prospectus  the  Fund  had  not  commenced
operations. Consequently, no financial highlights are currently available.
 
- -------------------------------------------------------------------------------
 
                            DESCRIPTION OF THE FUND
 
- -------------------------------------------------------------------------------
 
INVESTMENT OBJECTIVE AND POLICIES
 
         The Fund seeks current  income exempt from federal  regular  income tax
and the Florida state  intangibles  tax,  consistent  with the  preservation  of
capital.
 
         The Fund's investment  objective is  nonfundamental;  as a result,  the
Fund may change its objective(s)  without a shareholder  vote. The Fund has also
adopted  certain  fundamental  investment  policies which are mainly designed to
limit the Fund's  exposure to risk. The Fund's  fundamental  policies  cannot be
changed without a shareholder vote. See the Statement of Additional  Information
("SAI")  for  more  information  regarding  the  Fund's  fundamental  investment
policies or other related  investment  policies.  There can be no assurance that
the Fund's investment objective will be achieved.
 
         Principal  Investments and Investment Policies.  The Fund will normally
invest  its  assets  so that at least  80% of its net  assets  are  invested  in
obligations  which provide  interest income which is exempt from federal regular
income taxes. In addition,  at least 65% of the value of the Fund's total assets
will be invested in Florida  municipal bonds. To qualify as an investment exempt
from the Florida  state  intangibles  tax,  the Fund's  portfolio  must  consist
entirely of  investments  exempt from the Florida state  intangibles  tax on the
last business day of the calendar year.
 
         The Fund may  make  taxable  investments  and may,  from  time to time,
generate income subject to federal regular income tax or the alternative minimum
tax.
 
         The  Fund  seeks to  achieve  its  investment  objective  by  investing
principally in Florida municipal bonds,  including industrial development bonds.
In addition,  the Fund may invest in  obligations  issued by or on behalf of any
state, territory, or possession of the United States,  including the District of
Columbia, or their political subdivisions or agencies and instrumentalities, the
interest from which is exempt from federal (regular, if applicable) income tax.
 
         Municipal  obligations are debt obligations  issued by a state or local
entity to support a government's  general  financial needs or special  projects,
such as housing  projects or sewer  works.  Municipal  obligations  also include
certain types of industrial  development bonds that the government has issued to
finance privately operated facilities.
 
         The two  principal  classifications  of  municipal  bonds are  "general
obligation" and "revenue" bonds.  General obligation bonds involve the credit of
an issuer  possessing  taxing power and are payable  from the  issuer's  general
unrestricted  revenues.  Their payment may be dependent upon an appropriation by
the issuer's legislative body and may be subject to quantitative  limitations on
the issuer's taxing power. Limited obligation or revenue bonds are paid off only
with  the  revenue  generated  by the  project  financed  by the  bond or  other
specified sources of revenue.
 
         The Fund will invest at least 80% of its assets in bonds  that,  at the
date of investment, are rated within the four highest categories by Standard and
Poor's Ratings Group ("S&P") (AAA, AA, A and BBB), by Moody's  Investors Service
("Moody's") (Aaa, Aa, A and Baa), by Fitch Investors  Services,  L.P.  ("Fitch")
(AAA, AA, A and BBB) or, if not rated or rated under a different system,  are of
comparable  quality to obligations so rated as determined by another  nationally
recognized statistical ratings organization or by the Fund's investment adviser.
The Fund may invest the remaining 20% of its assets in lower rated bonds, but it
will not invest in bonds  rated  below B. If S&P,  Moody's or Fitch  changes its
ratings  system,  the  Fund  will try to use  comparable  ratings  as  standards
according to the Fund's investment objective and policies.
 
         Other Eligible  Securities.  The Fund may also invest in  participation
interests in any of the above obligations purchased from financial  institutions
such as commercial banks, savings and loan associations and insurance companies,
variable rate securities and municipal leases.
 
         During periods when, in the opinion of the Fund's investment adviser, a
temporary  defensive position in the market is appropriate,  the Fund may invest
in short-term  tax-exempt or taxable  investments.  These temporary  investments
include:  notes  issued by or on  behalf  of  municipal  or  corporate  issuers;
obligations  issued or  guaranteed  by the U.S.  government,  its  agencies,  or
instrumentalities; other debt securities; commercial paper; bank certificates of
deposit; shares of other investment companies; and repurchase agreements.  There
are no rating requirements  applicable to temporary  investments.  However,  the
Fund's investment adviser will limit temporary investments to those it considers
to be of comparable quality to the Fund's primary investments.
 
                                       4

         In addition to the investment  policies  detailed  above,  the Fund may
employ  certain  additional   investment   strategies  which  are  discussed  in
"Investment Practices and Restrictions."
 
INVESTMENT PRACTICES AND RESTRICTIONS
 
         Risk Factors.  Bond yields are dependent on several  factors  including
market conditions, the size of an offering, the maturity of the bond, ratings of
the bond and the ability of issuers to meet their obligations. There is no limit
on the maturity of the bonds purchased by the Fund.  Because the prices of bonds
fluctuate  inversely in relation to the direction of interest rates,  the prices
of longer term bonds  fluctuate more widely in response to market  interest rate
changes.  The Fund's  concentration  in  securities  issued by  Florida  and its
political  subdivisions  provides  a greater  level of risk than a fund which is
diversified across numerous states and municipal entities.
 
         If the  municipal  obligations  held by the Fund  (because  of  adverse
economic  conditions  in  Florida,  for  example)  are  downgraded,  the  Fund's
concentration  in  securities of Florida may cause the Fund to be subject to the
risks inherent in holding  material  amounts of low-rated debt securities in its
portfolio.
 
         Municipal  Obligations.  The Fund's  ability to achieve  its  objective
depends  partially  on the prompt  payment by  issuers  of the  interest  on and
principal of the  municipal  bonds held by the Fund. A moratorium,  default,  or
other  non-payment of interest or principal  when due on any municipal  bond, in
addition  to  affecting  the  market  value  and  liquidity  of that  particular
security,  could affect the market value and liquidity of other  municipal bonds
held by the Fund. 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,  proposals  have  been  introduced  before  the U.S.
Congress for the purpose of restricting  or  eliminating  the federal income tax
exemption  for  interest  on  municipal  bonds,  and  similar  proposals  may be
introduced  in the future.  The  enactment of such a proposal  could  materially
affect the  availability  of municipal  bonds for investment by the Fund and the
value of the Fund's portfolio. In the event of such legislation,  the Fund would
re-evaluate  its investment  objective and policies and consider  changes in the
structure of the Fund or dissolution.
 
         Below-Investment  Grade  Bonds.  Below-investment  grade bonds have low
ratings,  and a degree  of doubt  surrounds  the  safety of  investment  and the
ability of the issuer to continue interest payments. These bonds are also called
"high risk, high yield" bonds or "junk" bonds.  Junk bonds are usually backed by
issuers  of less  proven  or  questionable  financial  strength.  Compared  with
higher-grade  bonds,  issuers  of junk bonds are more  likely to face  financial
problems  and to be  materially  affected by those  problems.  As a result,  the
ability of issuers of junk bonds to pay  interest and  principal  is  uncertain.
Moreover,  the  junk  bond  market  may  react  strongly  to real  or  perceived
unfavorable news about an issuer or the economy. If a junk bond issuer defaults,
the bond will lose some or all of its value.
 
         Non-Diversification.  The  Fund  is  a  non-diversified  series  of  an
investment  company and, as such,  there is no limit on the percentage of assets
which  can  be  invested  in any  single  issuer.  An  investment  in the  Fund,
therefore, will entail greater risk than would exist in a diversified investment
company  because the higher  percentage of  investments  among fewer issuers may
result in greater fluctuation in the total market value of the Fund's portfolio.
The Fund intends to comply with  Subchapter  M of the  Internal  Revenue Code of
1986, as amended (the "Code") which  requires that at the end of each quarter of
each taxable year,  with regard to at least 50% of the Fund's total  assets,  no
more than 5% of the total assets may be invested in the  securities  of a single
issuer and that with respect to the  remainder of the Fund's  total  assets,  no
more than 25% of its total  assets are  invested in the  securities  of a single
issuer.
 
         Downgrades. If any security invested in 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.
 
         Repurchase  Agreements.  The Fund may invest in repurchase  agreements.
Repurchase  agreements  are  agreements  by which the Fund  purchases a security
(usually  U.S.  government  securities)  for cash  and  obtains  a  simultaneous
commitment from the seller (usually a bank or  broker/dealer)  to repurchase the
security at an agreed-upon price and specified future date. The repurchase price
reflects an agreed-upon interest rate for the time period of the agreement.  The
Fund's risk is the inability of the seller to pay the  agreed-upon  price on the
delivery date. However, this risk is tempered by the ability of the Fund to sell
the  security in the open market in the case of a default.  In such a case,  the
Fund may incur costs in  disposing  of the security  which would  increase  Fund
expenses. The Fund's investment adviser will monitor the creditworthiness of the
firms with which the Fund enters into repurchase agreements.
 
                                       5

         Reverse  Repurchase  Agreements.   The  Fund  may  enter  into  reverse
repurchase  agreements.  A reverse  repurchase  agreement is an agreement by the
Fund to sell a security and  repurchase  it at a specified  time and price.  The
Fund could lose money if the market  values of the  securities  it sold  decline
below their repurchase prices. Reverse repurchase agreements may be considered a
form of borrowing and, therefore, a form of leverage. Leverage may magnify gains
or losses of the Fund.
 
         When-Issued,  Delayed-Delivery and Forward Commitment Transactions. The
Fund may enter into  transactions  whereby it commits to buying a security,  but
does not pay for or take delivery of the security  until some  specified date in
the  future.  The value of these  securities  is subject  to market  fluctuation
during this period and no income  accrues to the Fund until  settlement.  At the
time of  settlement,  a  when-issued  security  may be  valued  at less than its
purchased price. When entering into these  transactions,  the Fund relies on the
other party to consummate  the  transaction;  if the other party fails to do so,
the Fund may be disadvantaged.
 
         Securities  Lending.  To generate income and offset expenses,  the Fund
may lend securities to broker-dealers and other financial institutions. Loans of
securities  by the Fund may not  exceed  30% of the  value of the  Fund's  total
assets.  While securities are on loan, the borrower will pay the Fund any income
accruing on the security.  Also,  the Fund may invest any collateral it receives
in additional securities. Gains or losses in the market value of a lent security
will affect the Fund and its  shareholders.  When the Fund lends its securities,
it runs the risk that it could not retrieve the  securities  on a timely  basis,
possibly  losing the  opportunity to sell the  securities at a desirable  price.
Also,  if the borrower  files for  bankruptcy or becomes  insolvent,  the Fund's
ability to dispose of the securities may be delayed.
 
         Investing in Securities  of Other  Investment  Companies.  The Fund may
invest in the  securities of other  investment  companies.  As a shareholder  of
another  investment  company,  the  Fund  would  pay its  portion  of the  other
investment  company's  expenses.  These  expenses  would be in  addition  to the
expenses that the Fund  currently  bears  concerning  its own operations and may
result in some duplication of fees.
 
         Borrowing. The Fund may borrow from banks in an amount up to 33 1/3% of
its total assets, taken at market value. The Fund may only borrow as a temporary
measure for  extraordinary or emergency  purposes such as the redemption of Fund
shares.  The Fund will not purchase  securities while borrowings are outstanding
except to exercise prior commitments and to exercise  subscription  rights.  The
Fund does not intend to leverage.
 
         Illiquid Securities. The Fund may invest up to 15% of its net assets in
illiquid  securities  and other  securities  which are not  readily  marketable.
Repurchase  agreements with  maturities  longer than seven days will be included
for the purpose of the foregoing 15% limit. The inability of the Fund to dispose
of illiquid investments readily or at a reasonable price could impair the Fund's
ability to raise cash for redemptions or other purposes.
 
         Restricted  Securities.  The Fund may invest in restricted  securities,
including  securities  eligible  for  resale  pursuant  to Rule  144A  under the
Securities Act of 1933 (the "1933 Act"). Generally, Rule 144A establishes a safe
harbor from the  registration  requirements  of the 1933 Act for resale by large
institutional  investors of securities not publicly traded in the United States.
The Fund's investment  adviser  determines the liquidity of Rule 144A securities
according to guidelines and procedures  adopted by the Fund's Board of Trustees.
The Board of Trustees  monitors the  investment  adviser's  application of those
guidelines and procedures. Securities eligible for resale pursuant to Rule 144A,
which the  Fund's  investment  adviser  has  determined  to be liquid or readily
marketable, are not subject to the 15% limit on illiquid securities.
 
         Municipal Lease  Obligations.  The Fund may purchase  municipal leases,
which are issued by state and local  governments  or  authorities to finance the
acquisition  of  equipment  and  facilities.  The  Fund may  purchase  municipal
securities in the form of  participation  interests  which  represent  undivided
proportional interests in lease payments by a governmental or non-profit entity.
The lease  payments and other rights under the lease  provide for and secure the
payments on the  certificates.  Lease  obligations  may be limited by  municipal
charter or the nature of the appropriation  for the lease. In particular,  lease
obligations  may be subject to  periodic  appropriation.  If the entity does not
appropriate  funds for future lease payments,  the entity cannot be compelled to
make such  payments.  Furthermore,  a lease  may  provide  that the  certificate
trustee cannot accelerate lease obligations upon default. The trustee would only
be able to enforce lease  payments as they become due. In the event of a default
or failure of  appropriation,  it is unlikely  that the trustee would be able to
obtain an acceptable  substitute source of payment or that the substitute source
of payment would generate tax-exempt income.
 
         Resource Recovery Bonds. The Fund may purchase resource recovery bonds,
which may be general  obligations  of the issuing  municipality  or supported by
corporate or bank guarantees.  The viability of the resource  recovery  project,
environmental  protection  regulations  and project  operator tax incentives may
affect the value and credit quality of resource recovery bonds.
 
                                       6

         Zero Coupon Debt  Securities.  The Fund may  purchase  zero coupon debt
securities.  These  securities do not make regular interest  payments.  Instead,
they are sold at a deep discount  from their face value.  In  calculating  their
daily dividends, each day the Fund takes into account as income a portion of the
difference  between  these  securities'  purchase  price and their  face  value.
Because  they do not  pay  current  income,  the  prices  of  zero  coupon  debt
securities can be very volatile when interest rates change.
 
         Securities with Put or Demand Rights. The Fund has the ability to enter
into put  transactions,  sometimes  referred  to as stand-by  commitments,  with
respect to municipal obligations held in its portfolio or to purchase securities
which carry a demand feature or put option which permit the Fund, as holder,  to
tender them back to the issuer or a third  party  prior to maturity  and receive
payment  within seven days.  Segregated  accounts will be maintained by the Fund
for all such transactions.
 
         The amount payable to the Fund by the seller upon its exercise of a put
will normally be (1) the Fund's  acquisition  cost of the securities  (excluding
any  accrued  interest  which  the  Fund  paid on their  acquisition),  less any
amortized  market  premium plus any amortized  market or original issue discount
during the period a Fund owned the securities,  plus (2) all interest accrued on
the  securities  since the last  interest  payment  date  during  the period the
securities  were  owned  by the  Fund.  Accordingly,  the  amount  payable  by a
broker-dealer or bank during the time a put is exercisable will be substantially
the same as the value of the underlying securities.
 
         The Fund's right to exercise a put is unconditional and unqualified.  A
put is not  transferable by the Fund,  although the Fund may sell the underlying
securities  to a third  party at any  time.  The Fund  expects  that  puts  will
generally be available without any additional direct or indirect cost.  However,
if necessary and advisable,  the Fund may pay for certain puts either separately
in cash or by paying a higher price for portfolio  securities which are acquired
subject to such a put (thus reducing the yield to maturity  otherwise  available
to the same securities).  Thus, the aggregate price paid for securities with put
rights may be higher than the price that would otherwise be paid.
 
         The Fund may enter into put transactions only with  broker-dealers  (in
accordance  with the rules of the Securities and Exchange  Commission) and banks
which, in the opinion of the Fund's investment  adviser,  present minimal credit
risks.   The  Fund's   investment   adviser   will  monitor   periodically   the
creditworthiness  of issuers of such  obligations  held by the Fund.  The Fund's
ability to  exercise a put will depend on the  ability of the  broker-dealer  or
bank to pay for the underlying  securities at the time the put is exercised.  In
the event that a  broker-dealer  should default on its obligation to purchase an
underlying security, the Fund might be unable to recover all or a portion of any
loss sustained from having to sell the security  elsewhere.  The Fund intends to
enter into put transactions  solely to maintain portfolio liquidity and does not
intend to exercise its rights thereunder for trading purposes.
 
         Special Risk Factors  Related to Investing in Municipal  Securities and
Securities  Issued by the State of  Florida.  It should be noted that  municipal
securities may be adversely affected by local political and economic  conditions
and  developments  within  a  state.  For  example,   adverse  conditions  in  a
significant industry within Florida may from time to time have a correspondingly
adverse effect on specific  issuers within Florida or on anticipated  revenue to
the State itself;  conversely,  an improving  economic outlook for a significant
industry may have a positive effect on such issuers or revenues.
 
         The value of  municipal  securities  may also be  affected  by  general
conditions  in the money markets or the  municipal  bond markets,  the levels of
federal and state income tax rates, the supply of tax-exempt  bonds, the size of
the particular offering, the maturity of the obligation,  the credit quality and
rating of the issue,  and  perceptions  with  respect  to the level of  interest
rates.  In general,  the value of bonds tends to appreciate  when interest rates
decline and depreciate when interest rates rise.
 
         Under  current  law,  the State of Florida is  required  to  maintain a
balanced budget so that current expenses are met from current revenues.  Florida
does not  currently  impose a tax on  personal  income.  It does impose a tax on
corporate income derived from activities within the State. In addition,  Florida
imposes an ad valorem  tax on certain  intangible  property as well as sales and
use taxes. These taxes are the principal source of funds to meet State expenses,
including  repayment of, and interest on,  obligations backed solely by the full
faith and credit of the State.
 
                                       7
 
 
         Florida's  Constitution  permits  the  issuance  of state or  municipal
obligations  pledging the full faith and credit of the State,  with a concurring
vote by the  respective  electors,  to finance  or  refinance  capital  projects
authorized by the  Legislature.  The State  Constitution  also provides that the
Legislature  shall  appropriate  monies  sufficient to pay debt service on state
bonds  pledging  the full faith and credit of the State as they become due.  All
State tax revenues,  other than trust funds dedicated by the State  Constitution
for other purposes, are available for such an appropriation, if required.
 
         On the other hand,  municipalities and other political  subdivisions of
the  State  principally  rely  on a  combination  of ad  valorem  taxes  on real
property,  user fees and  occupational  license  fees to meet  their  day-to-day
expenses  including  the  repayment  of  principal  of, and  interest  on, their
obligations  backed by their full faith and credit.  (Revenue  bonds, of course,
are dependent on the revenue generated by a specific facility or enterprise.)
 
         Florida has experienced substantial population increases as a result of
migration to Florida  from other areas of the U.S.  and from foreign  countries.
This  population  growth is expected to  continue,  and it is  anticipated  that
corresponding  increases in State  revenues  will be  necessary  during the next
decade to meet  increased  burdens on the  various  public  and social  services
provided by the State.
 
         Florida's ability to meet increasing expenses will be dependent in part
upon the State's continued ability to foster business and economic growth.
 
         Options  and  Futures.  The Fund may  engage  in  options  and  futures
transactions.  Options and futures  transactions are intended to enable the Fund
to manage market or interest rate risk. The Fund does not use these transactions
for speculation or leverage.
 
         The Fund may attempt to hedge all or a portion of its portfolio through
the purchase of both put and call options on its portfolio securities and listed
put options on financial  futures contracts for portfolio  securities.  The Fund
may also purchase call options on financial futures contracts. The Fund may also
write  covered call options on its  portfolio  securities to attempt to increase
its current income.  The Fund will maintain its positions in securities,  option
rights,  and  segregated  cash  subject to puts and calls  until the options are
exercised, closed, or have expired. An option position may be closed out only on
an exchange which provides a secondary market for an option of the same series.
 
         The Fund may  write  (i.e.,  sell)  covered  call and put  options.  By
writing a call option,  the Fund becomes obligated during the term of the option
to deliver the  securities  underlying  the option upon  payment of the exercise
price. By writing a put option,  the Fund becomes  obligated  during the term of
the option to purchase  the  securities  underlying  the option at the  exercise
price  if  the  option  is  exercised.   The  Fund  also  may  write   straddles
(combinations  of covered puts and calls on the same underlying  security).  The
Fund may only write  "covered"  options.  This means that so long as the Fund is
obligated as the writer of a call option, it will own the underlying  securities
subject to the option or, in the case of call  options on U.S.  Treasury  bills,
the Fund might own  substantially  similar U.S. Treasury bills. The Fund will be
considered "covered" with respect to a put option it writes if, so long as it is
obligated as the writer of the put option,  it deposits and  maintains  with its
custodian  in a  segregated  account  liquid  assets  having a value equal to or
greater than the exercise price of the option.
 
         The  principal  reason for  writing  call or put  options is to obtain,
through a receipt of premiums,  a greater  current return than would be realized
on the underlying  securities  alone. The Fund receives a premium from writing a
call or put option which it retains  whether or not the option is exercised.  By
writing  a call  option,  the  Fund  might  lose the  potential  for gain on the
underlying  security  while the option is open,  and by writing a put option the
Fund might become obligated to purchase the underlying  securities for more than
their current market price upon exercise.
 
         A futures contract is a firm commitment by two parties: the seller, who
agrees to make  delivery of the specific  type of  instrument  called for in the
contract  ("going  short"),  and the buyer,  who agrees to take  delivery of the
instrument  ("going  long") at a certain time in the future.  Financial  futures
contracts  call for the  delivery  of  particular  debt  instruments  issued  or
guaranteed by the U.S. Treasury or by specified agencies or instrumentalities of
the U.S.  government.  If the Fund would enter into financial  futures contracts
directly to hedge its holdings of fixed income  securities,  it would enter into
contracts to deliver  securities at an undetermined  price (i.e., "go short") to
protect  itself  against  the  possibility  that the prices of its fixed  income
securities may decline during the Fund's  anticipated  holding period.  The Fund
would agree to purchase securities in the future at a predetermined price (i.e.,
"go long") to hedge against a decline in market interest rates. 

                                       8
 
 
         The Fund may also  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  rates or  securities  prices.  A futures  contract on securities is an
agreement to buy or sell securities  during a designated month at whatever price
exists at that time. 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 remains in effect until the contract is terminated.
 
         The Fund may sell or purchase other financial futures contracts. When a
futures  contract is sold by the Fund,  the profit on 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  profit on their  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 may enter into closing purchase and sale transactions in order
to terminate a futures contract and may buy or 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.
 
         Risk  Characteristics  of Options  and  Futures.  Although  options and
futures  transactions  are  intended  to  enable  the Fund to  manage  market or
interest rate risks,  these investment  devices can be highly volatile,  and the
Fund's use of them can result in poorer performance (i.e., the Fund's return may
be  reduced).  The Fund's  attempt to use such  investment  devices  for hedging
purposes  may not be  successful.  Successful  futures  strategies  require  the
ability to predict  future  movements in securities  prices,  interest rates and
other  economic  factors.  When the Fund uses  financial  futures  contracts and
options on financial futures contracts as hedging devices,  there is a risk that
the prices of the  securities  subject to the  financial  futures  contracts and
options on financial  futures  contracts  may not correlate  perfectly  with the
prices of the securities in the Fund's  portfolio.  This may cause the financial
futures contract and any related options to react to market changes  differently
than the portfolio securities.  In addition, the Fund's investment adviser could
be incorrect in its  expectations and forecasts about the direction or extent of
market factors,  such as interest rates,  securities price movements,  and other
economic  factors.  Even if the Fund's  investment  adviser  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.  In these events,  the Fund may lose money on the financial futures
contracts or the options on financial futures contracts.  It is not certain that
a secondary market for positions in financial  futures  contracts or for options
on  financial  futures  contracts  will exist at all times.  Although the Fund's
investment  adviser will  consider  liquidity  before  entering  into  financial
futures  contracts  or  options  on  financial  futures  contracts,  there is no
assurance  that a liquid  secondary  market on an  exchange  will  exist for any
particular  financial futures contract or option on a financial futures contract
at any particular  time. The Fund's ability to establish and close out financial
futures contracts and options on financial futures contract positions depends on
this  secondary  market.  If the Fund is unable to close out its position due to
disruptions  in the market or lack of liquidity,  the Fund may lose money on the
futures contract or option, and the losses to the Fund could be significant.
 
         Derivatives.  Derivatives are financial  contracts whose value is based
on an underlying  asset,  such as a stock or a bond,  or an underlying  economic
factor, such as an index or an interest rate.
 
         The Fund may  invest  in  derivatives  only if the  expected  risks and
rewards are consistent with its objectives and policies.
 
         Losses from  derivatives  can  sometimes be  substantial.  This is true
partly  because  small price  movements  in the  underlying  asset can result in
immediate  and  substantial  gains or  losses  in the  value of the  derivative.
Derivatives can also cause the Fund to lose money if the Fund fails to correctly
predict the  direction  in which the  underlying  asset or economic  factor will
move. 

                                       9
 
 
- -------------------------------------------------------------------------------
 
                       ORGANIZATION AND SERVICE PROVIDERS
 
- -------------------------------------------------------------------------------
 
ORGANIZATION
 
         Fund  Structure.   The  Fund  is  an  investment  pool,  which  invests
shareholders'  money toward a specified goal. In technical  terms, the Fund is a
non-diversified  series of an open-end,  management  investment company,  called
Evergreen Municipal Trust (the "Trust").  The Trust is a Delaware business trust
organized on September 17, 1997.
 
         Board of Trustees.  The Trust is supervised by a Board of Trustees that
is responsible for representing the interests of shareholders. The Trustees meet
periodically  throughout the year to oversee the Fund's  activities,  reviewing,
among other things, the Fund's performance and its contractual arrangements with
various service providers.
 
         Shareholder  Rights.  All  shareholders  participate  in dividends  and
distributions  from the Fund's  assets and have equal  voting,  liquidation  and
other rights.  Shareholders may exchange shares as described under  "Exchanges,"
but will have no other preference,  conversion,  exchange or preemptive  rights.
When issued and paid for, shares will be fully paid and nonassessable. Shares of
the Fund are redeemable,  transferable and freely assignable as collateral.  The
Fund may establish additional classes or series of shares.
 
         The Fund  does not hold  annual  shareholder  meetings;  the Fund  may,
however,  hold  special  meetings  for such  purposes  as  electing  or removing
Trustees,  changing  fundamental  policies  and  approving  investment  advisory
agreements  or  12b-1  plans.  In  addition,  the  Fund is  prepared  to  assist
shareholders  in  communicating  with one another for the purpose of convening a
meeting to elect  Trustees.  If any matters are to be voted on by  shareholders,
each share owned as of the record date for the meeting  would be entitled to one
vote for each dollar of net asset value applicable to each share.
 
SERVICE PROVIDERS
 
         Investment  Adviser.  The investment adviser to the Fund is the Capital
Management Group ("CMG") of First Union National Bank ("FUNB"),  a subsidiary of
First Union  Corporation.  First Union  Corporation  and FUNB are located at 201
South  College  Street,  Charlotte,  North  Carolina  28288-0630.   First  Union
Corporation and its subsidiaries  provide a broad range of financial services to
individuals and businesses throughout the United States.
 
         The Fund  pays CMG an  annual  fee for its  services  equal to 0.50% of
average daily net assets.
 
         Portfolio Manager.  Robert S. Drye is the Fund's portfolio manager. Mr.
Drye has over 28 years of banking  and  investment  experience.  In  addition to
managing the Fund, he is also  responsible  for the  management of the Evergreen
South  Carolina  Municipal Bond Fund. Mr. Drye has been a Vice President of FUNB
since 1968.
 
         Transfer Agent and Dividend Disbursing Agent. Evergreen Service Company
("ESC"),  200 Berkeley Street,  Boston,  Massachusetts 02116, acts as the Fund's
transfer agent and dividend  disbursing agent. ESC is an indirect,  wholly-owned
subsidiary of First Union Corporation.
 
         Custodian.  State Street Bank and Trust Company, P.O. Box 9021, Boston,
Massachusetts 02205-9827 acts as the Fund's custodian.
 
         Principal   Underwriter.   Evergreen   Distributor,   Inc.  ("EDI"),  a
subsidiary of The BISYS Group,  Inc., located at 125 West 55th Street, New York,
New York 10019, is the principal underwriter of the Fund.
 
         Administrator.  Evergreen Investment  Services,  Inc. ("EIS") serves as
administrator to the Fund. As administrator,  and subject to the supervision and
control of the Trust's Board of Trustees, EIS provides the Fund with facilities,
equipment and personnel.  For its services as administrator,  EIS is entitled to
receive a fee based on the  aggregate  average daily net assets of the Fund at a
rate based on the total  assets of all the mutual  funds  advised by First Union
Corporation  subsidiaries.  The  administration  fee is calculated in accordance
with the following schedule:
 
Administration Fee
 
0.050% on the first $7 billion            
0.035% on the next $3 billion             
0.030% on the next $5 billion             
0.020% on the next $10 billion            
0.015% on the next $5 billion             
0.010% on assets in excess of $30 billion 

                                       10
 

 
- -------------------------------------------------------------------------------
 
                       PURCHASE AND REDEMPTION OF SHARES
 
- -------------------------------------------------------------------------------
 
HOW TO BUY SHARES
 
         Class Y shares are offered at net asset value without a front-end sales
charge or a contingent  deferred sales load.  Class Y shares are only offered to
(1) persons who at or prior to December  31, 1994 owned  shares in a mutual fund
advised by Evergreen Asset Management  Corp.  ("Evergreen  Asset"),  (2) certain
institutional  investors and (3) investment advisory clients of FUNB,  Evergreen
Asset, Keystone or their affiliates.
 
         Eligible  investors  may  purchase  Class Y shares of the Fund  through
broker-dealers,  banks or other financial  intermediaries,  or directly  through
EDI. In addition,  you may purchase Class Y shares of the Fund by mailing to the
Fund,  c/o  Evergreen  Service  Company,  P.O. Box 2121,  Boston,  Massachusetts
02106-2121,  a completed  Application  and a check payable to the Fund.  You may
also  telephone  1-800-343-2898  to obtain the number of an account to which you
can  wire  or  electronically  transfer  funds  and  then  send  in a  completed
Application.  The minimum initial  investment is $1,000,  which may be waived in
certain situations.  Subsequent  investments in any amount may be made by check,
by wiring federal funds, by direct deposit or by an electronic funds transfer.
 
         There is no minimum amount for subsequent  investments.  Investments of
$25  or  more  are  allowed  under  the  Systematic  Investment  Plan.  See  the
Application for more  information.  Only Class Y shares are offered through this
Prospectus (see "General Information"-"Other Classes of Shares").
 
         How the Fund  Values Its  Shares.  The net asset value of each Class of
shares of the Fund is  calculated  by  dividing  the value of the  amount of the
Fund's net assets attributable to that Class by the number of outstanding shares
of that  Class.  Shares are valued  each day the New York  Stock  Exchange  (the
"Exchange")  is open as of the close of  regular  trading  (currently  4:00 p.m.
Eastern  time).  The  securities in the Fund are valued at their current  market
values  determined on the basis of market  quotations or, if such quotations are
not readily  available,  such other methods as the Trustees of the Trust believe
would accurately reflect fair value.  Non-dollar  denominated securities will be
valued as of the close of the Exchange at the closing  price of such  securities
in their principal trading markets.
 
         Additional Purchase Information.  As a condition of this offering, if a
purchase is canceled due to nonpayment  or because an investor's  check does not
clear,  the  investor  will be  responsible  for any loss the Fund or the Fund's
investment adviser incurs. If such investor is an existing shareholder, the Fund
may  redeem  shares  from an  investor's  account to  reimburse  the Fund or its
investment adviser for any loss. In addition, such investor may be prohibited or
restricted from making further purchases in any of the Evergreen funds. The Fund
will not accept  third  party  checks  other than those  payable  directly  to a
shareholder whose account has been in existence at least 30 days.
 
HOW TO REDEEM SHARES
 
         You may  "redeem"  (i.e.,  sell) your Class Y shares in the Fund to the
Fund for cash at their net  redemption  value on any day the  Exchange  is open,
either  directly  by writing to the Fund,  c/o ESC,  or through  your  financial
intermediary.  The amount you will  receive is the net asset value  adjusted for
fractions  of a cent next  calculated  after the Fund  receives  your request in
proper form.  Proceeds generally will be sent to you within seven days. However,
for shares recently purchased by check, the Fund will not send proceeds until it
is reasonably  satisfied that the check has been collected (which may take up to
15 days).  Once a  redemption  request  has been  telephoned  or  mailed,  it is
irrevocable and may not be modified or canceled.
 
         Redeeming  Shares  Through Your Financial  Intermediary.  The Fund must
receive instructions from your financial  intermediary before 4:00 p.m. (Eastern
time) for you to receive that day's net asset value. Your financial intermediary
is responsible  for furnishing all necessary  documentation  to the Fund and may
charge you for this service.  Certain financial  intermediaries may require that
you give instructions earlier than 4:00 p.m. (Eastern time).
 
         Redeeming Shares Directly by Mail or Telephone. Send a signed letter of
instruction or stock power form to the Fund,  c/o ESC, the  registrar,  transfer
agent  and  dividend-disbursing  agent  for the  Fund.  Stock  power  forms  are
available  from your financial  intermediary,  ESC, and many  commercial  banks.
Additional  documentation  is required  for the sale of shares by  corporations,
financial  intermediaries,  fiduciaries  and surviving  joint owners.  Signature
guarantees are required for all  redemption  requests for shares with a value of
more than $50,000. 

                                       11
 
 
         Currently, the requirement for a signature guarantee has been waived on
redemptions  of $50,000 or less when the account  address of record has been the
same for a minimum  period  of 30 days.  The Fund and ESC  reserve  the right to
withdraw  this waiver at any time. A signature  guarantee  must be provided by a
bank or trust company (not a Notary  Public),  a member firm of a domestic stock
exchange or by other  financial  institutions  whose  guarantees  are acceptable
under the Securities Exchange Act of 1934 and ESC's policies.
 
         Shareholders  may redeem amounts of $1,000 or more (up to $50,000) from
their  accounts  by  calling  the  telephone  number on the  front  page of this
Prospectus  between  the hours of 8:00 a.m.  and 6:00  p.m.(Eastern  time)  each
business day (i.e., any weekday exclusive of days on which the Exchange or ESC's
offices are  closed).  The  Exchange is closed on New Years Day,  Martin  Luther
King, Jr. Day,  Presidents' Day, Good Friday,  Memorial Day,  Independence  Day,
Labor Day,  Thanksgiving  Day and Christmas Day.  Redemption  requests  received
after 4:00 p.m.  (Eastern  time)  will be  processed  using the net asset  value
determined on the next business day. Such  redemption  requests must include the
shareholder's account name, as registered with the Fund, and the account number.
During  periods  of  drastic  economic  or  market  changes,   shareholders  may
experience  difficulty in effecting telephone  redemptions.  If you cannot reach
the Fund by telephone, you should follow the procedures for redeeming by mail or
through a broker-dealer as set forth herein. The telephone redemption service is
not made available to shareholders  automatically.  Shareholders  wishing to use
the telephone  redemption  service must complete the appropriate  section on the
Application  and choose how the redemption  proceeds are to be paid.  Redemption
proceeds will either (1) be mailed by check to the shareholder at the address in
which the  account is  registered  or (2) be wired to an  account  with the same
registration as the shareholder's account in the Fund at a designated commercial
bank.
 
         In order to insure that  instructions  received by ESC are genuine when
you  initiate  a  telephone  transaction,  you will be asked to  verify  certain
criteria  specific to your account.  At the conclusion of the  transaction,  you
will be  given  a  transaction  number  confirming  your  request,  and  written
confirmation  of your  transaction  will be mailed the next  business  day. Your
telephone  instructions  will be recorded.  Redemptions by telephone are allowed
only if the address and bank  account of record have been the same for a minimum
period  of 30  days.  The Fund  reserves  the  right  at any time to  terminate,
suspend,  or  change  the  terms  of any  redemption  method  described  in this
Prospectus, except redemption by mail, and to impose fees.
 
         Except as  otherwise  noted,  the Fund,  ESC,  and EDI will not  assume
responsibility for the authenticity of any instructions  received by any of them
from a shareholder in writing, over the Evergreen Express Line, or by telephone.
ESC will employ reasonable procedures to confirm that instructions received over
the Evergreen  Express Line or by telephone are genuine.  The Fund, ESC, and EDI
will not be liable  when  following  instructions  received  over the  Evergreen
Express Line or by telephone that ESC reasonably believes are genuine.
 
         Evergreen  Express Line. The Evergreen Express Line offers you specific
fund account  information and price and yield  quotations as well as the ability
to do account transactions,  including  investments,  exchanges and redemptions.
You may access the Evergreen Express Line by dialing toll free 1-800-346-3858 on
any touch-tone telephone, 24 hours a day, seven days a week.
 
         General. The sale of shares is a taxable transaction for federal income
tax purposes.  The Fund may  temporarily  suspend the right to redeem its shares
when:  (1) the  Exchange  is closed,  other than  customary  weekend and holiday
closings; (2) trading on the Exchange is restricted; (3) an emergency exists and
the Fund cannot dispose of its  investments or fairly  determine their value; or
(4) the Securities and Exchange  Commission ("SEC") so orders. The Fund reserves
the right to close an account  that through  redemption  has fallen below $1,000
and has  remained so for 30 days.  Shareholders  will  receive 60 days'  written
notice to increase the account  value to at least  $1,000  before the account is
closed.  The Fund has elected to be governed by Rule 18f-1 under the  Investment
Company Act of 1940 (the "1940 Act")  pursuant to which the Fund is obligated to
redeem  shares  solely in cash, up to the lesser of $250,000 or 1% of the Fund's
total net assets, during any 90 day period for any one shareholder.
 
EXCHANGE PRIVILEGE
 
         How to Exchange  Shares.  You may exchange  some or all of your Class Y
shares for shares of the same class in the other  Evergreen  funds  through your
financial  intermediary,  by calling or writing to ESC or by using the Evergreen
Express Line as described above. Once an exchange request has been telephoned or
mailed, it is irrevocable and may not be modified or canceled. Exchanges will be
made on the basis of the relative net asset values of the shares  exchanged next
determined after an exchange  request is received.  An exchange which represents
an initial  investment  in  another  Evergreen  fund is  subject to the  minimum
investment and suitability requirements of each fund. 

                                       12

 
         Each of the Evergreen  funds has different  investment  objectives  and
policies.  For  complete  information,  a  prospectus  of the fund into which an
exchange  will be made should be read prior to the exchange.  An exchange  order
must comply with the requirement  for a redemption or repurchase  order and must
specify  the dollar  value or number of shares to be  exchanged.  An exchange is
treated for federal  income tax purposes as a redemption  and purchase of shares
and may result in the  realization of a capital gain or loss.  Shareholders  are
limited  to five  exchanges  per  calendar  year,  with a  maximum  of three per
calendar quarter. This exchange privilege may be modified or discontinued at any
time by the Fund upon 60 days' notice to  shareholders  and is only available in
states in which shares of the fund being acquired may lawfully be sold.
 
         Exchanges  Through Your Financial  Intermediary.  The Fund must receive
exchange instructions from your financial intermediary before 4:00 p.m. (Eastern
time) for you to receive that day's net asset value. Your financial intermediary
is responsible  for furnishing all necessary  documentation  to the Fund and may
charge you for this service.
 
         Exchanges By Telephone and Mail. Exchange requests received by the Fund
after 4:00 p.m.  (Eastern  time)  will be  processed  using the net asset  value
determined  at the close of the next  business  day.  During  periods of drastic
economic or market changes,  shareholders may experience difficulty in effecting
telephone  exchanges.  You  should  follow  the  procedures  outlined  below for
exchanges  by mail if you are unable to reach ESC by  telephone.  If you wish to
use the telephone  exchange service you should indicate this on the Application.
As noted  above,  the Fund will employ  reasonable  procedures  to confirm  that
instructions for the redemption or exchange of shares  communicated by telephone
are  genuine.  A telephone  exchange  may be refused by the Fund or ESC if it is
believed  advisable to do so. Procedures for exchanging Fund shares by telephone
may be modified or terminated at any time. Written requests for exchanges should
follow the same  procedures  outlined  for  written  redemption  requests in the
section  entitled "How to Redeem  Shares;"  however,  no signature  guarantee is
required.
 
SHAREHOLDER SERVICES
 
         The  Fund  offers  the  following   shareholder   services.   For  more
information  about  these  services  or your  account,  contact  your  financial
intermediary,  ESC or  call  the  toll-free  number  on the  front  page of this
Prospectus. Some services are described in more detail in the Application.
 
         Systematic Investment Plan. Under a Systematic Investment Plan, you may
invest as little as $25 per month to purchase shares of the Fund with no minimum
initial investment required.
 
         Telephone  Investment  Plan. You may make  investments into an existing
account electronically in amounts of not less than $100 or more than $10,000 per
investment.  Telephone  investment requests received by 4:00 p.m. (Eastern time)
will be credited to a shareholder's account the day the request is received.
 
         Systematic  Withdrawal  Plan.  When an  account  of  $10,000 or more is
opened or when an existing account reaches that size, you may participate in the
Systematic   Withdrawal  Plan  by  filling  out  the  appropriate  part  of  the
Application.  Under this Plan,  you may receive  (or  designate a third party to
receive) a monthly or quarterly  fixed-withdrawal  payment in a stated amount of
at least $75 and as much as 1.0% per month or 3.0% per  quarter of the total net
asset value of the Fund shares in your  account  when the Plan was opened.  Fund
shares  will  be  redeemed  as  necessary  to  meet  withdrawal  payments.   All
participants must elect to have their dividends and capital gains  distributions
reinvested automatically.
 
         Automatic  Reinvestment  Plan. For the  convenience  of investors,  all
dividends and distributions are automatically  reinvested in full and fractional
shares of a Fund at the net asset  value per share at the close of  business  on
the record date, unless otherwise  requested by a shareholder in writing. If the
transfer  agent does not  receive a written  request  for  subsequent  dividends
and/or  distributions to be paid in cash at least three full business days prior
to a given record  date,  the  dividends  and/or  distributions  to be paid to a
shareholder will be reinvested.
 
         Dollar Cost  Averaging.  Through dollar cost averaging you can invest a
fixed  dollar  amount each month or each  quarter in any  Evergreen  fund.  This
results in more shares being  purchased when the selected fund's net asset value
is  relatively  low and fewer shares being  purchased  when the fund's net asset
value is relatively high and may result in a lower average cost per share than a
less systematic investment approach.
 
         Prior to participating in dollar cost averaging,  you must establish an
account in a fund. You should designate on the Application (1) the dollar amount
of each monthly or quarterly  investment  you wish to make,  and (2) the fund in
which  the  investment  is to be  made.  Thereafter,  on  the  first  day of the
designated  month,  an  amount  equal  to the  specified  monthly  or  quarterly
investment will automatically be redeemed from your initial account and invested
in shares of the designated fund.
 
                                       13

         Two  Dimensional  Investing.  You may elect to have  income and capital
gains distributions from any Class Y Evergreen fund shares you own automatically
invested to purchase the same class of shares of any other  Evergreen  fund. You
may select this service on your  Application and indicate the Evergreen  fund(s)
into which distributions are to be invested.
 
         Tax Sheltered  Retirement Plans. The Fund has various  retirement plans
available  to  eligible  investors,  including  Individual  Retirement  Accounts
(IRAs);   Rollover  IRAs;  Simplified  Employee  Pension  Plans  (SEPs);  Salary
Incentive  Match Plan for  Employees  (SIMPLEs);  Tax Sheltered  Annuity  Plans;
403(b)(7)  Plans;  401(k)  Plans;  Keogh Plans;  Profit-Sharing  Plans;  Medical
Savings  Accounts;  Pension and Target  Benefit and Money  Purchase  Plans.  For
details,  including fees and application forms, call toll free 1-800-247-4075 or
write to ESC.
 
BANKING LAWS
 
         The Glass-Steagall Act and other banking laws and regulations presently
prohibit member banks of the Federal  Reserve System  ("Member  Banks") or their
non-bank affiliates from sponsoring,  organizing,  controlling,  or distributing
the shares of registered  open-end  investment  companies such as the Fund. Such
laws  and  regulations  also  prohibit  banks  from  issuing,   underwriting  or
distributing  securities in general.  However,  under the Glass-Steagall Act and
such other laws and regulations,  a Member Bank or an affiliate  thereof may act
as  investment  adviser,  transfer  agent or custodian to a registered  open-end
investment  company and may also act as agent in connection with the purchase of
shares of such an  investment  company upon the order of its  customer.  FUNB is
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 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 were prevented from continuing to provide the services called
for under the investment  advisory  agreement,  it is expected that the Trustees
would  identify,  and call  upon  the  Fund's  shareholders  to  approve,  a new
investment  adviser.  If this  were to  occur,  it is not  anticipated  that the
shareholders of the Fund would suffer any adverse financial consequences.
 
- -------------------------------------------------------------------------------
 
                               OTHER INFORMATION
 
- -------------------------------------------------------------------------------
 
DIVIDENDS, DISTRIBUTIONS AND TAXES
 
         The Fund intends to declare  dividends from net investment income daily
and distribute to its shareholders such dividends  monthly.  The Fund intends to
declare  and  distribute  all net  realized  capital  gains at  least  annually.
Shareholders receive Fund distributions in the form of additional shares of that
class of shares upon which the  distribution  is based or, at the  shareholder's
option,  in cash.  Shareholders  of the Fund who have not opted to receive  cash
prior to the payable date for any  dividend  from net  investment  income or the
record  date for any  capital  gains  distribution  will have the number of such
shares  determined on the basis of the Fund's net asset value per share computed
at the end of that day after adjustment for the distribution. Net asset value is
used in  computing  the  number  of  shares in both  capital  gains  and  income
distribution investments.  There is a possibility that shareholders may lose the
tax-exempt status on accrued income on municipal bonds if shares of the Fund are
redeemed before a dividend has been declared.
 
         Account statements and/or checks, as appropriate, will be mailed within
seven  days  after  the Fund  pays a  distribution.  Unless  the  Fund  receives
instructions  to the contrary before the record or payable date, as the case may
be, it will assume that a shareholder  wishes to receive that  distribution  and
future capital gains and income distributions in shares.  Instructions  continue
in effect until changed in writing.
 
         The Fund  intends to qualify  to be treated as a  regulated  investment
company under the Code.  While so  qualified,  it is expected that the Fund will
not be  required  to pay  any  federal  income  taxes  on  that  portion  of its
investment  company  taxable  income  and  any net  realized  capital  gains  it
distributes to shareholders.  The Code imposes a 4% nondeductible  excise tax on
regulated investment companies, such as the Fund, to the extent they do not meet
certain  distribution  requirements  by the end of each calendar  year. The Fund
anticipates meeting such distribution requirements. 

                                       14
 
 
         The Fund will designate and pay exempt-interest  dividends derived from
interest  earned on  qualifying  tax-exempt  obligations.  Such  exempt-interest
dividends  may be excluded by  shareholders  of the Fund from their gross income
for  federal  income  tax  purposes;  however,  (1)  all or a  portion  of  such
exempt-interest  dividends may be a specific preference item for purposes of the
federal  individual and corporate  alternative  minimum taxes to the extent that
they are derived  from  certain  types of private  activity  bonds  issued after
August 7, 1986, and (2) all exempt-interest dividends will be a component of the
"adjusted current  earnings" for purposes of the federal  corporate  alternative
minimum tax.
 
         Dividends paid from taxable income,  if any, and  distributions  of any
net realized  short-term  capital  gains  (whether  from  tax-exempt  or taxable
obligations)  are  taxable  as  ordinary  income  and  long-term  capital  gains
distributions  are taxable as long-term  capital gains,  even though received in
additional  shares of the Fund, and regardless of the investor's  holding period
relating to the shares with respect to which such gains are distributed.  Market
discount  recognized  on taxable  and  tax-exempt  bonds is taxable as  ordinary
income, not as excludable income.  Under current law, the highest federal income
tax rate  applicable to net long-term  gains  realized by individuals is 20% for
most assets held more than 18 months.  The rate  applicable to  corporations  is
35%.
 
         Since the Fund's gross income is  ordinarily  expected to be tax exempt
interest income,  it is not expected that the 70%  dividends-received  deduction
for corporations will be applicable.  Specific  questions should be addressed to
the investor's own tax adviser.
 
         The Fund is  required  by federal  law to  withhold  31% of  reportable
payments (which may include dividends,  capital gains distributions (if any) and
redemptions)  paid to  certain  shareholders.  In  order to  avoid  this  backup
withholding requirement,  each investor must certify on the Application, or on a
separate form supplied by the Fund's transfer agent,  that the investor's social
security or taxpayer  identification  number is correct and that the investor is
not  currently   subject  to  backup   withholding  or  is  exempt  from  backup
withholding.
 
         Florida does not  currently  impose a state income tax on  individuals.
Thus,  individual  shareholders  of the Fund will not be subject to any  Florida
state  income tax on  distributions  received  from the Fund.  However,  certain
distributions  will be taxable to  corporate  shareholders  which are subject to
Florida corporate income tax. Florida currently imposes an intangible tax at the
annual rate of 0.20% on certain  securities and other intangible assets owned by
Florida  residents.  Certain types of tax exempt  securities of Florida issuers,
U.S.  government  securities  and tax exempt  securities  issued by certain U.S.
territories  and  possessions are exempt from this intangible tax. Shares of the
Fund  will also be  exempt  from the  Florida  intangible  tax if the  portfolio
consists  exclusively of securities which are exempt on the last business day of
the  calendar  year.  If the  portfolio  consists of any assets which are not so
exempt on the last business day of the calendar year, however,  only the portion
of the shares of the Fund which relates to securities issued by the U.S. and its
possessions and territories will be exempt from the Florida  intangible tax, and
the  remaining  portion of such shares will be fully  subject to the  intangible
tax, even if they partly relate to Florida tax exempt securities.
 
         Statements  describing  the tax status of  shareholders'  dividends and
distributions  will be mailed  annually by the Fund.  These  statements will set
forth the  amount of income  exempt  from  federal  and,  if  applicable,  state
taxation,  and the  amount,  if any,  subject  to  federal  and state  taxation.
Moreover, to the extent necessary,  these statements will indicate the amount of
exempt-interest  dividends which are a specific  preference item for purposes of
the federal individual and corporate alternative minimum taxes. The exemption of
interest income for federal income tax purposes does not  necessarily  result in
exemption  under  the  income  or other  tax law of any  state  or local  taxing
authority.  Investors  should consult their own tax advisers about the status of
distributions  from the Fund in their states and  localities.  The Fund notifies
shareholders annually as to the interest exempt from federal taxes earned by the
Fund.
 
         The foregoing discussion of federal income tax consequences is based on
tax laws and regulations in effect on the date of this Prospectus and is subject
to change by legislative or administrative  action. As the foregoing  discussion
is for  general  information  only,  you should also  review the  discussion  of
"Additional Tax Information" contained in the SAI.
 
GENERAL INFORMATION
 
         Portfolio  Turnover.  The estimated annual portfolio  turnover rate for
the Fund is not expected to exceed 100%. A portfolio turnover rate of 100% would
occur if all of the Fund's  portfolio  securities were replaced in one year. The
portfolio turnover rate experienced by the Fund directly affects the transaction
costs  relating  to the  purchase  and sale of  securities  which the Fund bears
directly.  A high rate of portfolio  turnover will increase such costs.  See the
SAI for  further  information  regarding  the  practices  of the Fund  affecting
portfolio turnover.
 
                                       15

 
         Portfolio  Transactions.  Consistent  with  the  Conduct  Rules  of the
National  Association of Securities  Dealers,  Inc., and subject to seeking best
price and  execution,  the Fund may consider  sales of its shares as a factor in
the selection of  broker-dealers  to enter into portfolio  transactions with the
Fund.
 
         Other  Classes of Shares.  The Fund  currently  offers four  classes of
shares,  Class A,  Class B,  Class C and  Class Y, and may in the  future  offer
additional classes.  Class Y shares are the only class of shares offered by this
Prospectus and are only available to (1) persons who at or prior to December 31,
1994 owned  shares in a mutual  fund  advised by  Evergreen  Asset,  (2) certain
institutional  investors and (3) investment advisory clients of FUNB,  Evergreen
Asset, Keystone or their affiliates. The dividends payable with respect to Class
A, Class B and Class C shares will be less than those  payable  with  respect to
Class  Y  shares  due  to the  distribution  and  shareholder  servicing-related
expenses  borne by Class A,  Class B and  Class C shares  and the fact that such
expenses  are not  borne by Class Y shares.  Investors  should  telephone  (800)
343-2898 to obtain information on other classes of shares.
 
         Performance  Information.  From  time to time,  the Fund may  quote its
"total return" or "yield" for a specified period in  advertisements,  reports or
other  communications  to  shareholders.  Total  return  and yield are  computed
separately  for Class A, Class B, Class C and Class Y shares.  The Fund's  total
return for each such period is computed by finding, through the use of a formula
prescribed  by the SEC, the average  annual  compounded  rate of return over the
period that would equate an assumed  initial amount invested to the value of the
investment  at the end of the period.  For purposes of computing  total  return,
dividends and capital gains distributions paid on shares of the Fund are assumed
to have been  reinvested  when paid and the maximum sales charges  applicable to
purchases of the Fund's shares are assumed to have been paid.
 
         Yield is a way of  showing  the rate of  income  the Fund  earns on its
investments  as a  percentage  of the Fund's  share  price.  The Fund's yield is
calculated  according to accounting methods that are standardized by the SEC for
all stock and bond  funds.  Because  yield  accounting  methods  differ from the
method used for other  accounting  purposes,  the Fund's yield may not equal its
distribution  rate, the income paid to your account or the net investment income
reported in the Fund's financial statements.  To calculate yield, the Fund takes
the interest and dividend income it earned from its portfolio of investments (as
defined by the SEC formula) for a 30-day period (net of expenses), divides it by
the average number of shares  entitled to receive  dividends,  and expresses the
result as an annualized  percentage  rate based on the Fund's share price at the
end of the  30-day  period.  This yield does not  reflect  gains or losses  from
selling securities.
 
         The Fund may also quote  tax-equivalent  yields, which show the taxable
yields an investor would have to earn before taxes to equal the Fund's  tax-free
yields. A tax-equivalent  yield is calculated by dividing the Fund's  tax-exempt
yield by the result of one minus a stated federal tax rate. If only a portion of
the  Fund's  income  was  tax-exempt,  only  that  portion  is  adjusted  in the
calculation.
 
         Performance  data  may  be  included  in  any  advertisement  or  sales
literature of the Fund. These  advertisements may quote performance  rankings or
ratings of the Fund by financial publications or independent  organizations such
as Lipper Analytical  Services,  Inc. and Morningstar,  Inc. or compare a Fund's
performance  to various  indices.  The Fund may also advertise in items of sales
literature an "actual distribution rate" which is computed by dividing the total
ordinary income  distributed (which may include the excess of short-term capital
gains over  losses) to  shareholders  for the latest  twelve month period by the
maximum public offering price per share on the last day of the period. Investors
should be aware that past performance may not be indicative of future results.
 
         In marketing  the Fund's  shares,  information  may be provided that is
designed  to help  individuals  understand  their  investment  goals and explore
various  financial   strategies.   Such  information  may  include  publications
describing   general   principles  of  investing,   such  as  asset  allocation,
diversification,  risk tolerance,  and goal setting; a questionnaire designed to
help create a personal financial profile; and an action plan offering investment
alternatives. The information provided to investors may also include discussions
of other Evergreen funds, products, and services, which may include:  retirement
investing;  brokerage products and services;  the effects of periodic investment
plans and dollar cost averaging;  saving for college;  and charitable giving. In
addition,  the information provided to investors may quote financial or business
publications and periodicals, including model portfolios or allocations, as they
relate to fund management, investment philosophy, and investment techniques. The
materials  may  also  reprint,  and use as  advertising  and  sales  literature,
articles from Evergreen Events, a quarterly  magazine provided free of charge to
Evergreen fund shareholders.
 
         Additional  Information.  This  Prospectus  and the SAI, which has been
incorporated by reference  herein,  do not contain all the information set forth
in the  Registration  Statement  filed  by the  Trust  with  the SEC  under  the
Securities Act of 1933, as amended.  Copies of the Registration Statement may be
obtained at a reasonable charge from the SEC or may be examined, without charge,
at the offices of the SEC in Washington, D.C.

                                       16
 

Investment Adviser
Capital Management Group of First Union National Bank, 201 South College 
Street, Charlotte, North Carolina 28228 
 
Custodian
State Street Bank and Trust Company, P.O. Box 9021, Boston, Massachusetts 
02205-9827 
 
Transfer Agent
Evergreen Service Company, P.O. Box 2121, Boston, Massachusetts 02106-2121
 
Legal Counsel
Sullivan & Worcester LLP, 1025 Connecticut Avenue, N.W., Washington, D.C. 20036
 
Independent Auditors
KPMG Peat Marwick LLP, 99 High Street, Boston, Massachusetts 02110
 
Distributor
Evergreen Distributor, Inc., 125 W. 55th Street, New York, New York 10019
 
                                                                         542088


© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission