EVERGREEN MUNICIPAL TRUST /DE/
485BPOS, 1999-07-29
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                                                       1933 Act No. 333-36033
                                                       1940 Act No. 811-08367


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    Form N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933                     [ ]
    Pre-Effective Amendment No.                                             [ ]
    Post-Effective Amendment No. 12                                         [X]

                                     and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940             [ ]
     Amendment No. 13                                                       [X]


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

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

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

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


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

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

<PAGE>

                            EVERGREEN MUNICIPAL TRUST

                                   CONTENTS OF
                         POST-EFFECTIVE AMENDMENT NO. 12
                                       to
                             REGISTRATION STATEMENT

     This Post-Effective Amendment No. 12 to Registrant's Registration Statement
No.  333-36033/811-08367  consists of the following pages,  items of information
and documents:

                                The Facing Sheet

                               The Contents Page

                                     PART A

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

       Prospectus for Evergreen Connecticut Municipal Bond Fund, Evergreen
  New Jersey Municipal Bond Fund and Evergreen Pennsylvania Municipal Bond Fund
                              is contained herein.

      Prospectuses for Evergreen High Grade Municipal Bond Fund, Evergreen
Short-Intermediate Municipal Fund and Evergreen Municipal Bond Fund contained in
          Post-Effective Amendment No. 10 to Registration Statement No.
333-36033/811-08367 filed on April 1, 1999 are incorporated by reference herein.

       Prospectuses for Evergreen Florida High Income Municipal Bond Fund,
 Evergreen Florida Municipal Bond Fund, Evergreen Georgia Municipal Bond Fund,
Evergreen Maryland Municipal Bond Fund, Evergreen North Carolina Municipal Bond
    Fund, Evergreen South Carolina Municipal Bond Fund and Evergreen Virginia
       Municipal Bond Fund contained in Post-Effective Amendment No. 9 to
                 Registration Statement No.333-36033/811-08367
                 filed on October 30, 1998 are incorporated by
                                reference herein.




                                     PART B
                                     ------

         Statement of Additional Information for Evergreen Connecticut
  Municipal Bond Fund, Evergreen New Jersey Municipal Bond Fund and Evergreen
             Pennsylvania Municipal Bond Fund is contained herein.

   Statement of Additional Information for Evergreen High Grade Municipal Bond
 Fund, Evergreen Short-Intermediate Municipal Fund and Evergreen Municipal Bond
   Fund contained in Post-Effective Amendment No. 10 to Registration Statement
   No.333-36033/811-08367 filed on April 1, 1999 is incorporated by reference
                                     herein.

      Statement of Additional Information for Evergreen Florida High Income
 Municipal Bond Fund, Evergreen Florida Municipal Bond Fund, Evergreen Georgia
  Municipal Bond Fund, Evergreen Maryland Municipal Bond Fund, Evergreen North
 Carolina Municipal Bond Fund, Evergreen South Carolina Municipal Bond Fund and
  Evergreen Virginia Municipal Bond Fund contained in Post-Effective Amendment
         No. 9 to Registration Statement No.333-36033/811-08367 filed on
             October 30, 1998 is incorporated by reference herein.





                                     PART C
                                     ------

                                    Exhibits

                                Indemnification

              Business and Other Connections of Investment Advisor

                             Principal Underwriter

                        Location of Accounts and Records

                                  Undertakings

                                   Signatures
<PAGE>

                            EVERGREEN MUNICIPAL TRUST

                                     PART A

                                  PROSPECTUSES



<PAGE>


            [EVERGREEN STATE MUNICIPAL BOND FUNDS LOGO APPEARS HERE]


   Evergreen Connecticut Municipal Bond Fund
   Evergreen New Jersey Municipal Bond Fund
   Evergreen Pennsylvania Municipal Bond Fund
   Class A
   Class B
   Class C
   Class Y
   Prospectus, August 1, 1999
[EVERGREEN LOGO APPEARS HERE]

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

<PAGE>

                               TABLE OF CONTENTS


FUND RISK/RETURN SUMMARIES:

<TABLE>
<S>                                                                          <C>
Evergreen Connecticut Municipal Bond Fund...................................   2

Evergreen New Jersey Municipal Bond Fund....................................   4

Evergreen Pennsylvania Municipal Bond Fund..................................   6

GENERAL INFORMATION:

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

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

Calculating the Share Price.................................................   8

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

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

How to Buy Shares...........................................................  11

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

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

The Tax Consequences of Investing in the Funds..............................  14

Fees and Expenses of the Funds..............................................  15

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

Other Fund Practices........................................................  20

</TABLE>



In general,  Funds included in this  prospectus  seek to provide  investors with
current  income  exempt from  federal  income and certain  state  income  taxes,
consistent with the preservation of capital. The Funds emphasize  investments in
securities with higher yields and longer maturities.



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

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

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

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

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

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

                             OVERVIEW OF FUND RISKS

[EVERGREEN WATERMARK LOGO APPEARS HERE]

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

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

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

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

Non-Diversification Risk
An investment  in a Fund that is  non-diversified  entails  greater risk than an
investment in a diversified fund. When a Fund is non-diversified,  it may invest
up to 25% of its  assets  in a single  issuer  and up to 50% of its  assets  may
consist of securities of only two issuers.  A higher  percentage of  investments
among fewer issuers may result in greater  fluctuation in the total market value
of the Fund's portfolio.

Concentration Risk
An  investment in a Fund that  concentrates  its  investments  in a single state
entails  greater  risk than an  investment  in a Fund that invests its assets in
numerous  states.  The Fund may be  vulnerable to any  development  in its named
state's  economy  that may  weaken or  jeopardize  the  ability  of the  state's
municipal  bond  issuers to pay interest  and  principal  on their  bonds.  As a
result,  the Fund's  shares may  fluctuate  more widely in value than those of a
Fund investing in municipal bonds from a number of different states.
             State
           Municipal
          Bond Funds

typically rely on a combination of the following strategies:

 . investing at least 80% of their assets in municipal securities that are
   exempt from federal income tax, other than the alternative minimum tax;

 .  investing at least 65% of their assets in municipal securities that are
    exempt from income taxes in the state for which the Fund is named;

 .  investing  at least  80% of  their  assets  in  investment  grade  municipal
    securities, which are bonds rated within the four highest ratings categories
    by a nationally  recognized  statistical  ratings  organization,  or unrated
    securities determined to be of comparable quality by the investment advisor;

 .  purchasing municipal securities of any maturity, but maintaining an
    average dollar weighted maturity of 10 to 20 years; and

 .  selling a portfolio  investment  when the issuer's  investment  fundamentals
    begin to  deteriorate,  when the  investment  no longer  appears to meet the
    Fund's investment  objective,  when the Fund must meet  redemptions,  or for
    other reasons which the portfolio manager deems necessary.

may be appropriate for investors who:

 .  seek a high quality portfolio of municipal bonds; and

 .  seek income which is exempt from federal and state income tax.

Following this overview, you will find information on each State Municipal Bond
Fund's specific investment strategies and risks, including state specific
risks. Municipal securities are affected by political and economic events of
the issuing state. Also, see the Statement of Additional Information for
further information on the state specific risks of your Fund.
 ................................................................................

 Risk Factors For All Mutual Funds
 Please remember that mutual fund investment shares are:

 . not guaranteed to achieve their
   investment goal
 . not insured, endorsed or guaranteed
   by the FDIC, a bank or any
   governmental agency
 . subject to investment risks,
   including possible loss of your
   original investment

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

                         STATE MUNICIPAL BOND FUNDS

                                                                               1
<PAGE>

                                   EVERGREEN

Connecticut Municipal Bond Fund

 FUND FACTS:

 Goal:
 . Tax Exempt Current Income

 Principal Investment:
 . Municipal Securities

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

 Investment Advisor:
 . Evergreen Investment Management

 Portfolio Managers:
 . Jocelyn Thayer
 . Joseph R. Baxter

 NASDAQ Symbols:
 ECTAX (Class A)
 ECTBX (Class B)
 ECTYX (Class Y)

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

[GRAPHIC APPEARS HERE]
   INVESTMENT GOAL

The Fund seeks current  income  exempt from federal  income taxes other than the
alternative minimum tax and Connecticut personal income taxes. In addition,  the
Fund seeks to preserve capital.

[GRAPHIC APPEARS HERE]
   INVESTMENT STRATEGY

The following investment strategies are in addition to the investment strategies
discussed in the "Overview" on page 1.

The Fund  normally  invests at least 80% of its assets in  municipal  securities
that are exempt from federal income tax, other than the alternative minimum tax.
The Fund also  invests  at least  65% of its  assets  in  Connecticut  municipal
obligations.  The Fund will invest at least 80% of its assets in bonds that,  at
the date of investment,  are rated within the four highest ratings categories by
a nationally recognized statistical ratings organization,  or unrated securities
determined to be of comparable quality by the investment  advisor.  The Fund may
invest up to 20% of its assets in below  investment  grade  bonds,  but will not
invest in bonds  rated below B. The Fund may also invest up to 20% of its assets
in high quality short-term obligations.  In purchasing municipal securities, the
portfolio  managers  include in their  analysis how well the securities fit into
the Fund's overall portfolio  strategy,  credit criteria,  and established price
levels.

The Fund may  invest  up to 100% of its  assets  in high  quality  money  market
instruments  in response to adverse  economic,  political or market  conditions.
This strategy is inconsistent with the Fund's principal  investment strategy and
investment  goal and, if  employed,  could  result in a lower return and loss of
market opportunity.

[GRAPHIC APPEARS HERE]
   RISK FACTORS

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

 . Interest Rate Risk
 . Credit Risk
 . Below Investment Grade Bond Risk
 . Non-Diversification Risk
 . Concentration Risk

The  performance  of the  Connecticut  Municipal  Bond Fund is influenced by the
political, economic and statutory environment within the State. The Fund invests
in obligations of Connecticut  issuers,  which results in the Fund's performance
being subject to risks  associated with the most current  conditions  within the
State.  Currently,  Connecticut is  experiencing a slight decline in population,
output  growth and  manufacturing  employment.  Defense  related  business is an
important  component  of the  manufacturing  sector in  Connecticut.  Due to the
scaling back of the  national  defense  budget in the past  decade,  spending on
certain defense  related areas has been  dramatically  reduced.  These and other
factors  discussed in the Statement of Additional  Information  may cause rating
agencies to downgrade the credit  ratings on certain issues which can lessen the
value of the securities in which the Fund invests.

For more  information  on the factors  that could affect the ability of the bond
issuers to pay interest and  principal on securities  acquired by the Fund,  see
the Statement of Additional Information.

Generally,  exempt-interest  dividends  paid by the Fund are not  subject to the
Connecticut  income tax on  individuals,  trusts and  estates to the extent such
dividends are exempt from federal income tax and derived from securities  issued
by the  State  or its  political  subdivisions.  Distributions  from the Fund to
shareholders  subject to the state's  business tax are included in gross income,
but a  dividends  received  deduction  may be  available  for a portion  of such
distributions.

For  further  information  regarding  the Fund's  investment  strategy  and risk
factors, see "Other Fund Practices." STATE MUNICIPAL BOND FUNDS

2
<PAGE>

                                   EVERGREEN

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

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

[GRAPHIC APPEARS HERE]
   PERFORMANCE

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

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

Year-by-Year Total Return for Class Y Shares (%)*
                              [CHART APPEARS HERE]
1989    7.71
1990    6.32
1991    9.12
1992    5.86
1993    6.53
1994   -3.48
1995   11.06
1996    3.75
1997    7.26
1998    5.8

Best Quarter:1st Quarter 1995 +4.39%*
Worst Quarter:1st Quarter 1994 -3.32%*
Year to date total return through 6/30/1999 is -1.96%

The next table lists the Fund's  average  annual total return over the past one,
five  and  ten  years  and  since  inception  (through  12/31/1998),   including
applicable  sales  charges.  This table is  intended  to  provide  you with some
indication of the risks of investing in the Fund. At the bottom of the table you
can compare this  performance  with the Lehman  Brothers  Municipal  Bond Index,
which is a broad  measure  of the  municipal  bond  market;  it is not an actual
investment.

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

<TABLE>
<CAPTION>
               Inception                                                        Performance
                Date of                                                            Since
                 Class            1 year         5 year         10 year          1/31/1981

  <S>          <C>                <C>            <C>            <C>                  <C>
  Class A      12/30/1997          0.51%         3.50%           5.15%             6.36%
  Class B        1/9/1998         -0.30%         3.39%           4.88%             5.86%
  Class Y       1/31/1981          5.80%         4.76%           5.93%             6.92%
  Lehman Brothers
  Municipal Bond Index             6.54%         6.24%           8.22%            10.39%**
</TABLE>

* Historical  performance  shown for Class Y prior to its  inception is based on
  the Fund's  predecessor  common trust fund's (CTF)  performance,  adjusted for
  estimated  mutual  fund  expenses.  The  CTF  was  not  registered  under  the
  Investment  Company  Act of 1940 and was not  subject  to  certain  investment
  restrictions.  If the CTF had been registered, its performance might have been
  adversely  affected.  Performance for the CTF has been adjusted to include the
  effect of  estimated  mutual fund class gross  expense  ratios at the time the
  Fund was converted to a mutual fund. If fee waivers and expense reimbursements
  had been calculated into the mutual fund class expense ratio the total returns
  would be as  follows:  Class A - 5 year =  3.72%,  10 year = 5.41%  and  since
  1/31/81 = 6.63%; Class B - 5 year = 3.61%, 10 year = 5.13% and since 1/31/81 =
  6.13%;  Class Y - 5 year = 4.98%,  10 year = 6.18% and since  1/31/81 = 7.19%.
  For Classes A and B prior to their inception, the historical performance shown
  is based on the  performance  of Class Y and has not been  adjusted to reflect
  the effect of each Class' 12b-1 fees.  This fee is 0.25% for Class A and 1.00%
  for Class B. If these fees had been  reflected,  returns  for  Classes A and B
  would have been lower.
**Performance since 12/30/1997 is 6.54% and since 1/9/1998 is 6.54%.

[GRAPHIC APPEARS HERE]
   EXPENSES

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


Shareholder Fees (fees paid directly from your investment)


  Shareholder Transaction Expenses   Class A Class B Class Y

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

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


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

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

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

  <S>           <C>                  <C>             <C>                <C>
  Class A         0.60%              0.25%            0.14%            0.99%
  Class B         0.60%              1.00%            0.14%            1.74%
  Class Y         0.60%               None            0.14%            0.74%
</TABLE>

* Restated for the fiscal year ended 3/31/1999 to reflect current fees.
** From time to time, the Fund's investment advisor may, at its discretion,
   reduce or waive its fees or  reimburse a Fund for certain of its  expenses in
   order to reduce expense ratios. The Fund's investment advisor may cease these
   waivers or reimbursements  at any time. The annual operating  expenses do not
   reflect fee waivers and expense reimbursements. Including current fee waivers
   and expense  reimbursements and restating to reflect current fees, Total Fund
   Operating  Expenses  would have been 0.83% for Class A, 1.58% for Class B and
   0.58% for Class Y.

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

Example of Fund Expenses

<TABLE>
<CAPTION>
                            Assuming Redemption at                             Assuming
                                 End of Period                               No Redemption
                       Class A           Class B           Class Y              Class B
  <S>                  <C>               <C>               <C>                    <C>
  After 1 year            $571              $677               $76                $177
  After 3 years           $775              $848              $237                $548
  After 5 years           $996            $1,144              $411                $944
  After 10 years        $1,631            $1,760              $918              $1,760
</TABLE>
                                                      STATE MUNICIPAL BOND FUNDS

                                                                               3
<PAGE>

                                   EVERGREEN

New Jersey Municipal Bond Fund

 FUND FACTS:

 Goal:
 . Tax Exempt Current Income

 Principal Investment:
 . Municipal Securities

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

 Investment Advisor:
 . Evergreen Investment Management

 Portfolio Managers:
 . Jocelyn Thayer
 . Joseph R. Baxter

 NASDAQ Symbols:
 ENJAX (Class A)
 ENJBX (Class B)
 ENJYX (Class Y)

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

[GRAPHIC APPEARS HERE]
   INVESTMENT GOAL

The Fund seeks the highest  possible  current  income exempt from federal income
taxes,  other than the  alternative  minimum  tax,  and state income taxes while
preserving capital.

[GRAPHIC APPEARS HERE]
   INVESTMENT STRATEGY

The following investment strategies are in addition to the investment strategies
discussed in the "Overview" on page 1.

The Fund  normally  invests at least 80% of its assets in  municipal  securities
that are exempt from federal income tax, other than the alternative minimum tax.
The Fund also  invests at least 65% of its assets in municipal  securities  that
are exempt from income taxes in the State of New Jersey. The Fund will invest at
least 80% of its  assets in bonds  that,  at the date of  investment,  are rated
within  the  four  highest  ratings   categories  by  a  nationally   recognized
statistical  ratings  organization,  or unrated  securities  determined to be of
comparable quality by the investment  advisor.  The Fund may invest up to 20% of
its assets in below  investment  grade bonds, but will not invest in bonds rated
below  B.  The Fund may also  invest  up to 20% of its  assets  in high  quality
short-term  obligations.  In  purchasing  municipal  securities,  the  portfolio
managers  include in their  analysis how well the securities fit into the Fund's
overall portfolio strategy, credit criteria, and established price levels.

The Fund may  invest  up to 100% of its  assets  in high  quality  money  market
instruments  in response to adverse  economic,  political or market  conditions.
This strategy is inconsistent with the Fund's principal  investment strategy and
investment  goal and, if  employed,  could  result in a lower return and loss of
market opportunity.

[GRAPHIC APPEARS HERE]
   RISK FACTORS

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

 . Interest Rate Risk
 . Credit Risk
 . Below Investment Grade Bond Risk
 . Non-Diversification Risk
 . Concentration Risk

The  performance  of the New Jersey  Municipal  Bond Fund is  influenced  by the
political, economic and statutory environment within the State. The Fund invests
in obligations of New Jersey  issuers,  which results in the Fund's  performance
being subject to risks  associated with the most current  conditions  within the
State.  Some of these  conditions  may include the State's  slowing  growth rate
since 1987 and the job losses  experienced  in the  manufacturing  sector of New
Jersey's  economy.  These  and  other  factors  discussed  in the  Statement  of
Additional Information may cause rating agencies to downgrade the credit ratings
on certain issues which can lessen the value of the securities in which the Fund
invests.

For more  information  on the factors  that could affect the ability of the bond
issuers to pay interest and  principal on securities  acquired by the Fund,  see
the Statement of Additional Information.

Distributions  of capital gains and other taxable  income will be subject to tax
under the New Jersey  Gross Income Tax.  Corporations  subject to the New Jersey
franchise  tax will be subject to tax on all  distributions  of income  from the
Fund. For more information on New Jersey tax consequences,  see the Statement of
Additional Information.

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

STATE MUNICIPAL BOND FUNDS

4
<PAGE>

                                   EVERGREEN


[GRAPHIC APPEARS HERE]
   PERFORMANCE

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

The chart below shows the percentage gain or loss for Class A shares of the Fund
in each  calendar  year since the Class A shares'  inception  on  7/16/1991.  It
should  give  you a  general  idea of how the  Fund's  return  has  varied  from
year-to-year.  This graph includes the effects of Fund  expenses,  but not sales
charges. Returns would be lower if sales charges were included.

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

                              [CHART APPEARS HERE]
           1992         8.77
           1993        12.52
           1994        -5.48
           1995        15.9
           1996         3.84
           1997         8.02
           1998         5.92

Best Quarter:1st Quarter 1995 +6.76%
Worst Quarter:1st Quarter 1994 -5.48%*
Year to date total return through 6/30/1999 is -1.37%.

The next table lists the Fund's  average  annual  total return over the past one
and five years and since inception (through  12/31/1998),  including  applicable
sales charges. This table is intended to provide you with some indication of the
risks of investing in the Fund.  At the bottom of the table you can compare this
performance  with the Lehman  Brothers  Municipal  Bond Index,  which is a broad
measure of the municipal bond market; it is not an actual investment.

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

<TABLE>
<CAPTION>
               Inception                                                       Performance
                Date of                                                           Since
                 Class           1 year         5 year         10 year          7/16/1991

  <S>          <C>               <C>            <C>            <C>                <C>
  Class A      7/16/1991          0.85%         4.39%            N/A              6.55%
  Class B      1/30/1996         -0.04%         4.56%            N/A              6.89%
  Class Y       2/8/1996          6.01%         5.46%            N/A              7.28%
  Lehman Brothers
  Municipal Bond Index            6.54%         6.24%            N/A              7.87%**
</TABLE>
* Historical  performance  shown for Classes B and Y prior to their inception is
  based  on the  performance  of  Class A, the  original  class  offered.  These
  historical  returns for Classes B and Y have not been  adjusted to reflect the
  effect of each Class' 12b-1 fees.  This fee is 0.25% for Class A and 1.00% for
  Class B. Class Y does not pay a 12b-1 fee.  If these fees had been  reflected,
  returns for Class B would have been lower while returns for Class Y would have
  been higher.
**Performance since 1/30/1996 is 6.63% and since 2/8/1996 is 7.08%.

[GRAPHIC APPEARS HERE]
   EXPENSES

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

Shareholder Fees (fees paid directly from your investment)

<TABLE>
<CAPTION>

  Shareholder Transaction Expenses   Class A Class B Class Y
  <S>                                <C>     <C>     <C>
  Maximum sales                       4.75%   None    None
  charge imposed
  on purchases (as
  a % of offering
  price)

  Maximum deferred                    None*   5.00%   None
  sales charge
  (as a % of
  either the
  redemption
  amount or
  initial
  investment,
  whichever is
  lower)
</TABLE>

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

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


<TABLE>
<CAPTION>
                Management           12b-1            Other                  Total Fund
                   Fees              Fees            Expenses           Operating Expenses**
  <S>           <C>                  <C>             <C>                <C>
  Class A         0.50%              0.25%            0.12%                    0.87%
  Class B         0.50%              1.00%            0.12%                    1.62%
  Class Y         0.50%               None            0.12%                    0.62%
</TABLE>

* Actual for the fiscal year ended 3/31/1999.
** From time to time,  the Fund's  investment  advisor  may, at its  discretion,
   reduce or waive its fees or  reimburse a Fund for certain of its  expenses in
   order to reduce expense ratios. The Fund's investment advisor may cease these
   waivers or reimbursements  at any time. The annual operating  expenses do not
   reflect fee waivers and expense reimbursements. Including current fee waivers
   and expense reimbursements Total Fund Operating Expenses were 0.50% for Class
   A, 1.41% for Class B and 0.41% for Class Y.

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

Example of Fund Expenses

<TABLE>
<CAPTION>
                            Assuming Redemption at                             Assuming
                                 End of Period                               No Redemption
                       Class A           Class B           Class Y              Class B
  <S>                  <C>               <C>               <C>               <C>
  After 1 year            $560              $665               $63                $165
  After 3 years           $739              $811              $199                $511
  After 5 years           $934            $1,081              $346                $881
  After 10 years        $1,497            $1,627              $774              $1,627
</TABLE>
                                                      STATE MUNICIPAL BOND FUNDS

                                                                               5
<PAGE>

                                   EVERGREEN

Pennsylvania Municipal Bond Fund

 FUND FACTS:

 Goal:
 . Tax Exempt Current Income

 Principal Investments:
 .Municipal Securities

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

 Investment Advisor:
 . Evergreen Investment Management Company

 Portfolio Manager:
 .Jocelyn Thayer
 .Joseph R. Baxter

 NASDAQ Symbols:
 EKVAX (Class A)
 EKVBX (Class B)
 EKVYX (Class C)
 EKVYX (Class Y)

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


[GRAPHIC APPEARS HERE]
   INVESTMENT GOAL

The Fund seeks the highest  possible  current  income exempt from federal income
taxes,  other than the  alternative  minimum  tax,  and state income taxes while
preserving capital.

[GRAPHIC APPEARS HERE]
   INVESTMENT STRATEGY

The following investment strategies are in addition to the investment strategies
discussed in the "Overview" on page 1.

The Fund  normally  invests at least 80% of its assets in  municipal  securities
that are exempt from federal income tax, other than the alternative minimum tax.
The Fund also  invests at least 65% of its assets in municipal  securities  that
are exempt from income taxes in the Commonwealth of Pennsylvania.  The Fund will
invest at least 80% of its assets in bonds that, at the date of investment,  are
rated  within the four highest  ratings  categories  by a nationally  recognized
statistical  ratings  organization,  or unrated  securities  determined to be of
comparable quality by the investment  advisor.  The Fund may invest up to 20% of
its assets in below  investment  grade bonds, but will not invest in bonds rated
below  B.  The Fund may also  invest  up to 20% of its  assets  in high  quality
short-term  obligations.  In  purchasing  municipal  securities,  the  portfolio
managers  include in their  analysis how well the securities fit into the Fund's
overall portfolio strategy, credit criteria, and established price levels.

The Fund may  invest  up to 100% of its  assets  in high  quality  money  market
instruments  in response to adverse  economic,  political or market  conditions.
This strategy is inconsistent with the Fund's principal  investment strategy and
investment  goal and, if  employed,  could  result in a lower return and loss of
market opportunity.

[GRAPHIC APPEARS HERE]
   RISK FACTORS

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

 .Interest Rate Risk
 .Credit Risk
 .Below Investment Grade Bond Risk
 .Non-Diversification Risk
 .Concentration Risk

The  performance  of the  Pennsylvania  Municipal Bond Fund is influenced by the
political, economic and statutory environment within the Commonwealth.  The Fund
invests in  obligations  of  Pennsylvania  issuers,  which results in the Fund's
performance  being subject to risks associated with the most current  conditions
within  the  State.  Some  of  these  conditions  may  include  the  uncertainty
associated  with the shift  occurring in the State's economy away from the coal,
steel and railroad  industries and toward the service sectors of trade,  medical
and health  services,  education  and  financial  institutions.  These and other
factors  discussed in the Statement of Additional  Information  may cause rating
agencies to downgrade the credit  ratings on certain issues which can lessen the
value of the securities in which the Fund invests.

For more  information  on the factors  that could affect the ability of the bond
issuers to pay interest and  principal on securities  acquired by the Fund,  see
the Statement of Additional formation.

For  further  information  regarding  the Fund's  investment  strategy  and risk
factors, see "Other Fund Practices." STATE MUNICIPAL BOND FUNDS

6
<PAGE>

                                   EVERGREEN


[GRAPHIC APPEARS HERE]
   PERFORMANCE

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

The chart below shows the percentage gain or loss for Class A shares of the Fund
in each  calendar  year since the Class A shares'  inception on  12/27/1990.  It
should  give  you a  general  idea of how the  Fund's  return  has  varied  from
year-to-year.  This graph includes the effects of Fund  expenses,  but not sales
charges. Returns would be lower if sales charges were included.

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

                              [CHART APPEARS HERE]


1991   13.88
1992    9.27
1993   14.25
1994   -8.25
1995   18.23
1996    2.74
1997    9.16
1998    5.46


Best Quarter:1st Quarter 1995+7.09%
Worst Quarter:1st Quarter 1994-6.34%

Year to date total return through 6/30/1999 is -1.40%.

The next table lists the Fund's  average  annual  total  return over the one and
five years and since inception (through 12/31/1998),  including applicable sales
charges. This table is intended to provide you with some indication of the risks
of  investing  in the Fund.  At the  bottom of the  table you can  compare  this
performance  with the Lehman  Brothers  Municipal  Bond Index,  which is a broad
measure of the municipal bond market; it is not an actual investment.

Average Annual Total Return
(for the period ended 12/31/98)*

<TABLE>
<CAPTION>
               Inception                                                         Performance
                Date of                                                             Since
                 Class            1 year          5 year         10 year         12/27/1990
  <S>          <C>                <C>             <C>            <C>             <C>
  Class A      12/27/1990          0.41%           4.10%           N/A              7.41%
  Class B        2/1/1993         -0.22%           4.03%           N/A              7.47%
  Class C        2/1/1993          3.77%           4.35%           N/A              7.47%
  Class Y      11/24/1997          5.73%           5.17%           N/A              8.11%
  Lehman Brothers
  Municipal Bond Index             6.54%           6.24%           N/A              8.02%**
</TABLE>
* Historical  performance  shown for Classes B, C and Y prior to their inception
  is based on the  performance  of Class A, the original  class  offered.  These
  historical  returns for Classes B, C, and Y have not been  adjusted to reflect
  the effect of each Class' 12b-1 fees. This fee is 0.25% for Class A, 1.00% for
  Class B and 1.00% for Class Y. Class Y does not pay a 12b-1 fee. If these fees
  had been  reflected,  returns  for Classes B and C would have been lower while
  returns for Class Y would have been higher.
**Performance since 2/1/1993 is 7.12% and since 11/24/1997 is 7.45%.

[GRAPHIC APPEARS HERE]
   EXPENSES

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

Shareholder Fees (fees paid directly from your investment)

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

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

<TABLE>
<CAPTION>
                                                                                      Total Fund
                  Management               12b-1                Other                 Operating
                     Fees                  Fees                Expenses                Expenses
  <S>             <C>                      <C>                 <C>                    <C>
  Class A            0.47%                 0.25%                 0.10%                   0.82%
  Class B            0.47%                 1.00%                 0.11%                   1.58%
  Class C            0.47%                 1.00%                 0.11%                   1.58%
  Class Y            0.47%                  None                 0.10%                   0.57%
</TABLE>
* Actual for the fiscal year ended 3/31/1999

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

Example of Fund Expenses

<TABLE>
<CAPTION>
                         Assuming Redemption at                Assuming
                             End of Period                  No Redemption
                   Class A   Class B   Class C   Class Y   Class B   Class C
  <S>              <C>       <C>       <C>       <C>       <C>       <C>
  After 1 year     $  555    $  661    $  261     $ 58     $  161    $  161
  After 3 years    $  724    $  799    $  499     $183     $  499    $  499
  After 5 years    $  908    $1,060    $  860     $318     $  860    $  860
  After 10 years   $1,441    $1,578    $1,879     $714     $1,578    $1,878
</TABLE>
                                                      STATE MUNICIPAL BOND FUNDS

                                                                               7

<PAGE>

                                   EVERGREEN

THE FUNDS' INVESTMENT ADVISORS

The investment  advisor  manages a Fund's  investments  and supervises its daily
business  affairs.  There are two  investment  advisors for the Evergreen  State
Municipal  Bond Funds.  All  investment  advisors  for the  Evergreen  Funds are
subsidiaries of First Union Corporation,  the sixth largest bank holding company
in the  United  States,  with over $230  billion  in  consolidated  assets as of
6/30/1999.  First  Union  Corporation  is located at 301 South  College  Street,
Charlotte, North Carolina 28288-0630.

Evergreen  Investment  Management  of First  Union  National  Bank  (EIM) is the
investment advisor to:

 .Evergreen Connecticut Municipal Bond Fund
 .Evergreen New Jersey Municipal Bond Fund

EIM (formerly  known as Capital  Management  Group, or CMG), a division of First
Union  National  Bank,  has been managing  money for over 50 years and currently
manages $60.9 billion in assets for 45 of the Evergreen Funds. EIM is located at
201 South College Street, Charlotte, North Carolina 28288-0630.

For the fiscal year ended 3/31/1999,  Evergreen  Connecticut Municipal Bond Fund
paid EIM an  aggregate  advisory  fee of 0.44% of the Fund's  average  daily net
assets  and  Evergreen  New  Jersey  Municipal  Bond Fund paid EIM an  aggregate
advisory fee of 0.36% of the Fund's average daily net assets.

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

 .Evergreen Pennsylvania Municipal Bond Fund

EIMC  has been  managing  mutual  funds  and  private  accounts  since  1932 and
currently  manages  over $9.5 billion in assets for 28 of the  Evergreen  Funds.
EIMC is located at 200 Berkeley Street, Boston, Massachusetts 02116-5034.

For the fiscal year ended 3/31/1999,  Evergreen Pennsylvania Municipal Bond Fund
paid EIMC an  aggregate  advisory fee of 0.29% of the Fund's  average  daily net
assets.

Year 2000 Compliance

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

THE FUNDS' PORTFOLIO MANAGERS

The Funds are co-managed by Jocelyn Thayer and Joseph R. Baxter. Ms. Thayer has
been a Vice President and municipal bond portfolio manager since joining First
Union National Bank in November 1992. Mr. Baxter has been a Vice President and
portfolio manager with Evergreen Funds since April 1998. Prior to that he was
Head of the Tax Advantage Unit at CoreStates Investment Advisers from 1990-
1998.

CALCULATING THE SHARE PRICE

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

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

STATE MUNICIPAL BOND FUNDS

8
<PAGE>

                                   EVERGREEN

HOW TO CHOOSE AN EVERGREEN FUND

When choosing an Evergreen Fund, you should:

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

HOW TO CHOOSE THE SHARE CLASS THAT BEST SUITS YOU

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

Class A

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

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

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


 Two ways you can reduce your
 Class A sales charges:
 1. Rights  of  Accumulation  allow  you to  combine  your  investment  with all
    existing  investments in all your  Evergreen Fund accounts when  determining
    whether you meet the threshold for a reduced Class A sales charge.
 2. Letter of Intent. If you agree to purchase at least $50,000 over a 13- month
    period, you pay the same sales charge as if you had invested the full amount
    all at once.  The Fund will hold a certain  portion  of your  investment  in
    escrow until your commitment is met.

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

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

Class B

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

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

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

                                                                               9
<PAGE>

                                   EVERGREEN

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

<TABLE>
<CAPTION>
  Time Held              Deferred Sales Charge
  <S>                    <C>
  Month of Purchase +
  Less Than 1 Year               1.00%
  Month of Purchase + 1
  Year or More                    0%
</TABLE>


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

Class Y

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

STATE MUNICIPAL BOND FUNDS

10
<PAGE>

                                   EVERGREEN

HOW TO BUY SHARES

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

Minimum Investments

<TABLE>
<CAPTION>
                       Initial Additional
  <S>                  <C>     <C>
  Regular Accounts     $1,000     None
  IRAs                   $250     None
  Systematic
   Investment Plan        $50      $25
</TABLE>
<TABLE>
<CAPTION>
  Method       Opening an Account                       Adding to an Account

  <C>          <S>                                      <C>
  By Mail or   . Complete and sign the account           . Make your check payable to
                 application                               Evergreen Funds
  through an   . Make the check payable to Evergreen     . Write a note specifying:
                 Funds.
  Investment   . Mail the application and your check     - the Fund name
                 to the address below:                   - share class
  Professional   Evergreen Service Company               - your account number
                 P.O. Box 2121                           - the name(s) in which the account is
                 Boston, MA 02106-2121                   registered
                 Overnight Address:
                 Evergreen Service Company
                 200 Berkeley St.
                 Boston, MA 02116-5039
               . Or deliver them to your investment      . Mail to the address to the left or
                 representative (provided he or she        deliver to your investment
                 has a broker/dealer arrangement with      representative
                 EDI.)
  By Phone     . Call 1-800-343-2898 to set up an       . Call the Evergreen Express Line at
                 account number and get wiring            1-800-346-3858 24 hours a day or 1-
                 instructions (call before 12 noon if     800-343-2898 between 8 a.m. and 6
                 you want wired funds to be credited      p.m. Eastern time, on any business
                 that day).                               day.
               . Instruct your bank to wire or          . If your bank account is set up on
                 transfer your purchase (they may         file, you can request either:
                 charge a wiring fee).
               . Complete the account application and    -Federal Funds Wire (offers immediate
                 mail to:                                access to funds) or
                 Evergreen Service Company               -Electronic transfer through the
                 P.O. Box 2121                             Automated
                 Boston, MA 02106-2121                   Clearing House which avoids wiring
                 Overnight Address:                       fees.
                 Evergreen Service Company
                 200 Berkeley St.
                 Boston, MA 02116-5039
               . Wires received after 4 p.m. Eastern
                 time on market trading days will
                 receive the next market day's closing
                 price.*
  By Exchange  . You can make an additional investment by exchange from an existing
                 Evergreen Funds account by contacting your investment representative or
                 calling the Evergreen Express Line at 1-800-346-3858.**
               . You can only exchange shares within the same class.
               . There is no sales charge or redemption fee when exchanging Funds within the
                 Evergreen Funds family.***
               . Orders placed before 4 p.m. Eastern time on market trading days
                 will receive that day's  closing  share price (if not, you will
                 receive the next market day's closing price).*
               . Exchanges are limited to three per calendar quarter, but in no event more
                 than five per calendar year.
               . Exchanges   between   accounts  which  do  not  have  identical
                 ownership  must be made in writing  with a signature  guarantee
                 (see below).
  Systematic   . You can transfer money automatically    . To establish automatic investing
  Investment     from your bank account                    for an existing account,
  Plan (SIP)   into your Fund on a monthly basis.          call 1-800-343-2898 for
               . Initial investment minimum is $50 if      an application.
                 you invest at least $25 per             . The minimum is $25 per month or $75
                 month with this service.                  per quarter.
               . To enroll, check off the box on the     . You can also establish an investing
                 account application and                   program through direct
                 provide:                                  deposit from your paycheck.
               - your bank account information             Call 1-800-343-2898 for details.
               - the amount and date of your monthly
                 investment
</TABLE>

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

                                                                              11
<PAGE>

                                   EVERGREEN

HOW TO REDEEM SHARES

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

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

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

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

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

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

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

STATE MUNICIPAL BOND FUNDS

12
<PAGE>

                                   EVERGREEN


OTHER SERVICES

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

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

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

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

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

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

                                                      STATE MUNICIPAL BOND FUNDS

                                                                              13
<PAGE>

                                   EVERGREEN


THE TAX CONSEQUENCES OF INVESTING IN THE FUND

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

Fund Distributions
A mutual fund passes along to all of its  shareholders the net income or profits
it receives  from its  investments.  The  shareholders  of the fund then pay any
taxes due,  whether they receive  these  distributions  in cash or elect to have
them   reinvested.   The  Evergreen  State  Municipal  Bond  Funds  expect  that
substantially  all of their regular dividends will be exempt from federal income
tax. The Funds may also distribute two types of taxable income to you:

 . Dividends. To the extent that regular dividends are derived from interest that
  is not tax exempt,  or from short term capital gains, you will have to include
  them in your federal taxable income.  The Evergreen State Municipal Bond Funds
  pay a monthly  dividend from the  dividends,  interest and other income on the
  securities in which they invest.
 . Capital Gains.  When a mutual fund sells a security it owns for a profit,  the
  result is a capital  gain.  Evergreen  State  Municipal  Bond Funds  generally
  distribute  capital gains,  if any, at least once a year,  near the end of the
  calendar year.  Short-term  capital gains reflect securities held by the Funds
  for a year or less and are  considered  ordinary  income just like  dividends.
  Profits on  securities  held  longer than 12 months are  considered  long-term
  capital gains and are taxed at a special tax rate (20% for most taxpayers,  on
  sales made after January 1, 1998).

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

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

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

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

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

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

STATE MUNICIPAL BOND FUNDS

14
<PAGE>

                                   EVERGREEN

FEES AND EXPENSES OF THE FUNDS

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

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

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

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

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

                                                      STATE MUNICIPAL BOND FUNDS

                                                                              15
<PAGE>

                                   EVERGREEN

FINANCIAL HIGHLIGHTS

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

CONNECTICUT MUNICIPAL BOND FUND                             CLASS A

<TABLE>
<CAPTION>
                                                             Year Ended
                                                              March 31,
                                                           ----------------
                                                            1999   1998 (a)
- ------------------------------------------------------------------------------
<S>                                                        <C>     <C>
Net asset value, beginning of period                       $ 6.38   $ 6.40
                                                           ------   ------
 ..............................................................................
Income from investment operations
 ..............................................................................
Net investment income                                        0.26     0.07
 ..............................................................................
Net realized and unrealized gains or losses on securities    0.06    (0.02)
                                                           ------   ------
 ..............................................................................
Total from investment operations                             0.32     0.05
                                                           ------   ------
 ..............................................................................
Less distributions to shareholders from
 ..............................................................................
Net investment income                                       (0.26)   (0.07)
 ..............................................................................
Net realized gains                                          (0.06)       0
                                                           ------   ------
 ..............................................................................
Total distributions to shareholders                         (0.32)   (0.07)
                                                           ------   ------
 ..............................................................................
Net asset value, end of period                             $ 6.38   $ 6.38
                                                           ------   ------
 ..............................................................................
Total return*                                                5.14%    0.77%
 ..............................................................................
Ratios and supplemental data
 .............................................................................
Net assets, end of period (thousands)                      $  570   $  146
 ..............................................................................
Ratios to average net assets
 Expenses#                                                   0.84%    0.86%+
 ..............................................................................
 Net investment income                                       4.04%    4.38%+
 ..............................................................................
Portfolio turnover rate                                        42%      17%
 ..............................................................................
</TABLE>
(a) For the period from December 30, 1997  (commencement of class operations) to
    March 31, 1998.
(b) For the period from January 9, 1998  (commencement  of class  operations) to
    March 31, 1998.
(c) For the period from November 24, 1997  (commencement of class operations) to
    March 31, 1998.
* Excluding applicable sales charges.
+ Annualized.
# The ratio of expenses to average net assets  excludes fee credits and includes
  fee waivers.

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

NEW JERSEY MUNICIPAL BOND FUND                              CLASS A

<TABLE>
<CAPTION>
                           Year Ended March 31,                           Year Ended February 28,
                         --------------------------      Period Ended     ------------------------
                          1999     1998    1997 (a)   August 31, 1996 (b)    1996         1995
- ---------------------------------------------------------------------------------------------------
<S>                      <C>      <C>      <C>        <C>                 <C>          <C>
Net asset value,
 beginning of period     $ 11.11  $ 10.74  $ 10.75          $ 11.01       $     10.53  $     10.99
                         -------  -------  -------          -------       -----------  -----------
 ...................................................................................................
Income from investment
 operations
 ...................................................................................................
Net investment income       0.51     0.53     0.31             0.28              0.56         0.57
 ..................................................................................................
Net realized and
 unrealized gains or
 losses on securities       0.11     0.46    (0.01)           (0.26)             0.48        (0.46)
                         -------  -------  -------          -------       -----------  -----------
 ...................................................................................................
Total from investment
 operations                 0.62     0.99     0.30             0.02              1.04         0.11
                         -------  -------  -------          -------       -----------  -----------
 ...................................................................................................
Less distributions to
 shareholders from
 ...................................................................................................
Net realized gains         (0.06)   (0.09)       0                0                 0            0
                         -------  -------  -------          -------       -----------  -----------
 ...................................................................................................
Net investment income      (0.51)   (0.53)   (0.31)           (0.28)            (0.56)       (0.57)
 ...................................................................................................
Total distributions to
 shareholders              (0.57)   (0.62)   (0.31)           (0.28)            (0.56)       (0.57)
                         -------  -------  -------          -------       -----------  -----------
 ...................................................................................................
Net asset value, end of
 period                  $ 11.16  $ 11.11  $ 10.74          $ 10.75       $     11.01  $     10.53
                         -------  -------  -------          -------       -----------  -----------
 ...................................................................................................
Total return*               5.66%    9.34%    2.83%            0.19%            10.08%        1.41%
 ...................................................................................................
Ratios and supplemental
 data
 ...................................................................................................
Net assets, end of
 period (thousands)      $33,657  $31,614  $31,434          $32,377       $    41,762  $    34,852
 ...................................................................................................
Ratios to average net
 assets
 Expenses#                  0.50%    0.50%    0.44%+           0.34%+            0.36%        0.25%
 ..................................................................................................
 Net investment income      4.52%    4.77%    5.02%+           5.08%+            5.15%        5.52%
 ...................................................................................................
Portfolio turnover rate       40%      37%      15%               0%                4%           8%
 ...................................................................................................
</TABLE>

(a) For the seven months ended March 31, 1997.  The Fund changed its fiscal year
    end from August 31 to March 31, effective March 31, 1997.
(b) For the six months ended  August 31, 1996.  The Fund changed its fiscal year
    end from February 28 to August 31, effective August 31, 1996.
(c) For the period from February 8, 1996  (commencement of class  operations) to
    February 29, 1996.
(d) For the period from January 30, 1996  (commencement of class  operations) to
    February 29, 1996.
 * Excluding applicable sales charges.
 + Annualized.
 # The ratio of expenses to average net assets excludes fee credits and includes
   fee waivers.

STATE MUNICIPAL BOND FUNDS II

16
<PAGE>

                                   EVERGREEN

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

CLASS B           CLASS Y

<TABLE>
<CAPTION>

   Year Ended March 31,       Year Ended March 31,
  ----------------------      --------------------
      1999      1998 (b)         1999     1998 (c)
  <S>         <C>              <C>        <C>
  $    6.38    $   6.44        $  6.37    $  6.32
  =========    ========        =======    =======

       0.21        0.05           0.28       0.10
       0.06       (0.06)          0.07       0.05
  ---------    --------        -------    -------
       0.27       (0.01)          0.35       0.15
  ---------    --------        -------    -------
      (0.21)      (0.05)         (0.28)     (0.10)
      (0.06)          0          (0.06)         0
  ---------    --------        -------    -------
      (0.27)      (0.05)         (0.34)     (0.10)
  ---------    --------        -------    -------
  $    6.38    $   6.38        $  6.38    $  6.37
  =========    ========        =======    =======

       4.35%      (0.21%)         5.56%      2.39%

  $   1,180    $    331        $73,890    $67,675

       1.58%       1.61%+         0.58%      0.61%+
       3.25%       3.36%+         4.33%      4.50%+
         42%         17%            42%        17%
</TABLE>



- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>

CLASS B                                                       CLASS Y

  Year Ended March 31,      Period Ended  Period Ended           Year Ended March 31,       Period Ended Period Ended
- --------------------------   August 31,   February 29,        ----------------------------   August 31,  February 29,
 1999     1998     1997 (a)    1996 (b)      1996 (d)             1999      1998   1997 (a)    1996 (b)     1996 (c)
<S>      <C>       <C>      <C>           <C>                  <C>       <C>       <C>          <C>          <C>

$ 11.11  $ 10.74   $10.75      $11.01       $11.08             $  11.11  $  10.74   $10.75      $11.01       $11.14
=======  =======   ======      ======       ======             ========  ========   ======      ======       ======

   0.40     0.43     0.25        0.24         0.05                 0.52      0.54     0.32        0.28         0.03
   0.11     0.46        0       (0.26)       (0.07)                0.11      0.46    (0.01)      (0.26)       (0.13)
- -------  -------   ------      ------       ------             --------  --------   ------      ------       ------
   0.51     0.89     0.25       (0.02)       (0.02)                0.63      1.00     0.31        0.02        (0.10)
- -------  -------   ------      ------       ------             --------  --------   ------      ------       ------

  (0.40)   (0.43)   (0.26)      (0.24)       (0.05)               (0.52)    (0.54)   (0.32)      (0.28)       (0.03)
  (0.06)   (0.09)       0           0            0                (0.06)    (0.09)       0           0            0
- -------  -------   ------      ------       ------             --------  --------   ------      ------       ------
  (0.46)   (0.52)   (0.26)      (0.24)       (0.05)               (0.58)    (0.63)   (0.32)      (0.28)       (0.03)
- -------  -------   ------      ------       ------             --------  --------   ------      ------       ------
$ 11.16  $ 11.11   $10.74      $10.75       $11.01             $  11.16  $  11.11   $10.74      $10.75       $11.01
=======  =======   ======      ======       ======             ========  ========   ======      ======       ======
   4.71%    8.35%    2.29%      (0.20%)      (0.22%)               5.76%     9.44%    2.88%       0.20%       (0.87%)

$20,199  $13,645   $7,847      $2,709       $  186             $123,419  $105,331   $9,436      $9,076       $   18

   1.41%    1.41%    1.36%+      1.28%+       0.31%+               0.41%     0.41%    0.36%+      0.31%+       0.31%+
   3.59%    3.85%    4.07%+      4.14%+       5.23%+               4.61%     4.79%    5.08%+      5.12%+       5.28%+
     40%      37%      15%          0%           4%                  40%       37%      15%          0%           4%
</TABLE>

                                               STATE MUNICIPAL BOND FUNDS II  17
<PAGE>

                                   EVERGREEN

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

PENNSYLVANIA MUNICIPAL BOND FUND            CLASS A

<TABLE>
<CAPTION>
                                            Year Ended March 31,
                                   -------------------------------------------
                                    1999     1998     1997     1996     1995
- -------------------------------------------------------------------------------
 <S>                               <C>      <C>      <C>      <C>      <C>
 Net asset value, beginning of
  period                           $ 11.70  $ 11.14  $ 11.15  $ 10.91  $ 11.01
                                   -------  -------  -------  -------  -------
 ...............................................................................
 Income from investment
  operations
 ...............................................................................
 Net investment income                0.51     0.55     0.59     0.60     0.61
 ...............................................................................
 Net realized and unrealized
  gains or losses on securities       0.10     0.55    (0.01)    0.23    (0.09)
                                   -------  -------  -------  -------  -------
 ...............................................................................
 Total from investment operations     0.61     1.10     0.58     0.83     0.52
                                   -------  -------  -------  -------  -------
 ...............................................................................
 Less distributions to
  shareholders from
 ...............................................................................
 Net investment income               (0.51)   (0.54)   (0.59)   (0.59)   (0.62)
 ...............................................................................
 Net realized gains                  (0.14)       0        0        0        0
                                   -------  -------  -------  -------  -------
 ...............................................................................
 Total distributions to
  shareholders                       (0.65)   (0.54)   (0.59)   (0.59)   (0.62)
                                   -------  -------  -------  -------  -------
 ...............................................................................
 Net asset value, end of period    $ 11.66  $ 11.70  $ 11.14  $ 11.15  $ 10.91
                                   -------  -------  -------  -------  -------
 ...............................................................................
 Total return*                        5.36%   10.02%    5.30%    7.66%    4.91%
 ...............................................................................
 Ratios and supplemental data
 ...............................................................................
 Net assets, end of period
  (thousands)                      $28,646  $24,119  $24,535  $28,710  $30,450
 ...............................................................................
 Ratios to average net assets
 Expenses#                            0.82%    0.76%    0.76%    0.76%    0.75%
 ...............................................................................
 Net investment income                4.36%    4.79%    5.26%    5.29%    5.65%
 ...............................................................................
 Portfolio turnover rate                69%      54%      84%      55%      97%
 ...............................................................................
</TABLE>

(a) For the period from November 24, 1997  (commencement of class operations) to
    March 31, 1998.
 *  Excluding applicable sales charges.
 +  Annualized.
 #  The ratio of  expenses  to  average  net assets  excludes  fee  credits  and
    includes fee waivers.

- --------------------------------------------------------------------------------
STATE MUNICIPAL BOND FUNDS

18
<PAGE>

                                   EVERGREEN

- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>

CLASS B                                              CLASS C                                   CLASS Y

         Year Ended March 31,                             Year Ended March 31,                 Year Ended March 31,
- -------------------------------------------          --------------------------------------    --------------------
  1999     1998     1997     1996     1995            1999    1998    1997    1996    1995        1999   1998 (a)
<S>      <C>      <C>      <C>      <C>              <C>     <C>     <C>     <C>     <C>       <C>       <C>
$ 11.55  $ 10.99  $ 11.00  $ 10.81  $ 10.98          $11.59  $11.02  $11.03  $10.83  $11.00    $  11.70  $  11.60
=======  =======  =======  =======  =======          ======  ======  ======  ======  ======    ========  ========

   0.42     0.46     0.49     0.51     0.54            0.42    0.45    0.47    0.51    0.53        0.54      0.19
   0.11     0.54    (0.01)    0.22    (0.10)           0.10    0.57    0.01    0.23   (0.10)       0.10      0.10
- -------  -------  -------  -------  -------          ------  ------  ------  ------  ------    --------  --------
   0.53     1.00     0.48     0.73     0.44            0.52    1.02    0.48    0.74    0.43        0.64      0.29
- -------  -------  -------  -------  -------          ------  ------  ------  ------  ------    --------  --------

  (0.42)   (0.44)   (0.49)   (0.54)   (0.61)          (0.42)  (0.45)  (0.49)  (0.54)  (0.60)      (0.54)    (0.19)
  (0.14)       0        0        0        0           (0.14)      0       0       0       0       (0.14)        0
- -------  -------  -------  -------  -------          ------  ------  ------  ------  ------    --------  --------
  (0.56)   (0.44)   (0.49)   (0.54)   (0.61)          (0.56)  (0.45)  (0.49)  (0.54)  (0.60)      (0.68)    (0.19)
- -------  -------  -------  -------  -------          ------  ------  ------  ------  ------    --------  --------
$ 11.52  $ 11.55  $ 10.99  $ 11.00  $ 10.81          $11.55  $11.59  $11.02  $11.03  $10.83    $  11.66  $  11.70
=======  =======  =======  =======  =======          ======  ======  ======  ======  ======    ========  ========
   4.68%    9.27%    4.50%    6.84%    4.15%           4.59%   9.34%   4.49%   6.92%   4.05%       5.63%     2.54%

$37,823  $37,036  $37,215  $37,719  $30,657          $6,945  $6,414  $6,830  $9,675  $9,559    $181,919  $152,960

   1.58%    1.52%    1.51%    1.48%    1.50%           1.58%   1.52%   1.51%   1.48%   1.50%       0.57%     0.59%+
   3.60%    4.04%    4.50%    4.55%    4.89%           3.60%   4.05%   4.52%   4.57%   4.90%       4.61%     4.75%+
     69%      54%      84%      55%      97%             69%     54%     84%     55%     97%         69%       54%
</TABLE>


- --------------------------------------------------------------------------------
                                                      STATE MUNICIPAL BOND FUNDS

                                                                              19
<PAGE>

                                   EVERGREEN

OTHER FUND PRACTICES

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

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

STATE MUNICIPAL BOND FUNDS

20
<PAGE>

                                   EVERGREEN


                                     Notes
                                                     STATE MUNICIPAL BOND FUNDS

                                                                              21
<PAGE>

                                   EVERGREEN


                                     Notes
STATE MUNICIPAL BOND FUNDS

22
<PAGE>

                                   EVERGREEN


                                     Notes
                                                     STATE MUNICIPAL BOND FUNDS

                                                                              23
<PAGE>

                                   EVERGREEN

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

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

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

Balanced
Balanced Fund
Tax Strategic Foundation Fund
Foundation Fund

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

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

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

Express Line
800.346.3858

Investor Services
800.343.2898

STATE MUNICIPAL BOND FUNDS

24
<PAGE>

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

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

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

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

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

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

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

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

    Annual  and  Semiannual  reports -- You will  receive a  detailed  financial
    report on your Funds twice a year.

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

    For More Information About the
    Evergreen State Municipal Bond Funds, Ask for:

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

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

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

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

                          Evergreen Distributor, Inc.
                                 90 Park Avenue
                            New York, New York 10016
                                                          SEC File No.:811-08367
50252                                                           542791 RV2



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

<PAGE>

                           EVERGREEN MUNICIPAL TRUST
                                     PART C
                      STATEMENT OF ADDITIONAL INFORMATION




<PAGE>



                            EVERGREEN MUNICIPAL TRUST

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

                      EVERGREEN STATE MUNICIPAL BOND FUNDS

                       STATEMENT OF ADDITIONAL INFORMATION

                                 August 1, 1999


         Evergreen Connecticut Municipal Bond Fund ("Connecticut Fund")
          Evergreen New Jersey Municipal Bond Fund ("New Jersey Fund")
        Evergreen Pennsylvania Municipal Bond Fund ("Pennsylvania Fund")
                     (Each a "Fund"; together, the "Funds")


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

         This  Statement  of  Additional  Information  ("SAI")  pertains  to all
classes of shares of the Funds listed above.  It is not a prospectus  but should
be read in conjunction with the prospectus dated August 1, 1999 offering Class A
and Class B shares of each Fund, Class C shares of Pennsylvania Fund and Class Y
shares of each Fund.

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


P:ssdocs/public/gen/statesaiLIVINGdoc

<PAGE>





                                TABLE OF CONTENTS


PART 1
TRUST HISTORY................................................................1-1
INVESTMENT POLICIES..........................................................1-1
OTHER SECURITIES AND PRACTICES...............................................1-3
PRINCIPAL HOLDERS OF FUND SHARES.............................................1-3
EXPENSES....................................................................1-11
PERFORMANCE.................................................................1-15
COMPUTATION OF CLASS A OFFERING PRICE ......................................1-18
SERVICE PROVIDERS...........................................................1-18
FINANCIAL STATEMENTS........................................................1-20
ADDITIONAL INFORMATION CONCERNING CONNECTICUT, NEW JERSEY
AND PENNSYLVANIA........................................................... 1-21

PART 2


ADDITIONAL INFORMATION ON SECURITIES AND INVESTMENT PRACTICES................2-1
PURCHASE AND REDEMPTION OF SHARES...........................................2-14
SALES CHARGE WAIVERS AND REDUCTIONS.........................................2-16
PRICING OF SHARES...........................................................2-19
PERFORMANCE CALCULATIONS....................................................2-19
PRINCIPAL UNDERWRITER.......................................................2-21
DISTRIBUTION EXPENSES UNDER RULE 12b-1................................... ..2-22
TAX INFORMATION.............................................................2-25
BROKERAGE...................................................................2-28
ORGANIZATION................................................................2-29
INVESTMENT ADVISORY AGREEMENT...............................................2-30
MANAGEMENT OF THE TRUST.....................................................2-32
CORPORATE AND MUNICIPAL BOND RATINGS........................................2-34
ADDITIONAL INFORMATION......................................................2-46







<PAGE>




                                     PART 1

                                  TRUST HISTORY


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


                               INVESTMENT POLICIES

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

         1.  Non-Diversification

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

         Further Explanation of Non-Diversified Funds:

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

         2.  Concentration

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

         Further Explanation of Concentration Policy:.

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

         3.  Issuing Senior Securities

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



         4.  Borrowing

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

         Further Explanation of Borrowing Policy:

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

         5.   Underwriting

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

6.       Real Estate

         Each Fund may not  purchase or sell real estate,  except  that,  to the
extent permitted by applicable law, a Fund may invest in (a) securities that are
directly or  indirectly  secured by real  estate,  or (b)  securities  issued by
issuers that invest in real estate.

         7.   Commodities

         Each  Fund  may  not  purchase  or sell  commodities  or  contracts  on
commodities,  except to the extent that a Fund may engage in  financial  futures
contracts and related options and currency contracts and related options and may
otherwise do so in accordance with  applicable law and without  registering as a
commodity pool operator under the Commodity Exchange Act.

         8.  Lending

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

         Further Explanation of Lending Policy:

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

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

         9.  Investment in Federally Tax Exempt Securities

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


                         OTHER SECURITIES AND PRACTICES


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


Defensive Investments
U.S. Government Securities
When-Issued,  Delayed-Delivery  and Forward Commitment  Transactions
Repurchase Agreements
Reverse  Repurchase  Agreements
Securities  Lending
Options
Futures Transactions
High Yield,  High Risk Bonds
Illiquid and  Restricted  Securities
Investment in Other  Investment  Companies
Short Sales
Municipal  Bonds
Virgin Islands, Guam and Puerto Rico
Zero Coupon "Stripped" Bonds


                        PRINCIPAL HOLDERS OF FUND SHARES

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

         Set forth below is information with respect to each person who, to each
Fund's  knowledge,  owned  beneficially  or  of  record  more  than  5%  of  the
outstanding shares of any class of each Fund as of June 30, 1999.




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

          Connecticut Municipal Bond Fund   Class A
          ------------------------------------------------------
          ----------------------------------------- ------------

          Fiduciary Trust Co. International         25.93%
          For Eileen M. Clark  Rev. Tr.
          2 World Trade Center
          New York, NY 10048

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

          First Union Brokerage Services            17.32%
          Sarah Allin
          10 Sandgate Road
          Madison, CT 06443-3453

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

          First Union Brokerage Services            11.02%
          Dominic R. Spera
          21Milano Pond Drive
          Madison, CT 06443

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

          First Clearing Corporation                9.01%
          Beatrice M. Wright
          C/o Duncaster - #P216
          60 Loeffler Road
          Bloomfield, CT 06002-2279

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

          Fiduciary Trust Co. International for     8.55%
          David B. Clark Family Rev Tr.
          2 World Trade Center
          New York, NY 10048

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

          Rose Santoro                              8.21%
          Bruce A McEntee JTWROS
          19 Mitchell Avenue
          Waterbury, CT 06710-2416

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

          First Union Brokerage Services            5.14%
          Marc Riccio and
          Kendra J. Riccio JTWROS
          34 Valley Brook Road S.
          Brandford, CT 06405

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

          Connecticut Municipal Bond Fund   Class B
          ------------------------------------------------------
          ----------------------------------------- ------------

          First Union Brokerage Services            12.93%
          Stuart Monroe Jr.
          Avalon Springs
          25 River Road #7208
          Wilton, CT 06897-4085
          ----------------------------------------- ------------



<PAGE>



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

          First Union Brokerage Services            11.12%
          Rosemary C. Juan
          14 Lafayette Court
          Greenwich, CT 06830

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

          First Union Brokerage Services            9.21%
          Edith B. White
          50 Ledge Road, Apt. #219
          Darien, CT 06820-4441

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

          First Union Brokerage Services            7.01%
          David E. Fendler and
          Sylvia Fendler
          72 Brinkerhoff Avenue
          Stamford, CT 06905-3203

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

          First Union Brokerage Services            5.84%
          Kathleen K. Delaney
          14 Smoke Hill Drive
          Stamford, CT 06903-3817

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

          Connecticut Municipal Bond Fund   Class Y
          ------------------------------------------------------
          ----------------------------------------- ------------

          First Union National Bank BK/EB/INT       99.13%
          Cash Account
          Attn  Trust Operations Fund Group
          401 S Tryon Street, 3rd Floor
          CMG -1151
          Charlotte, NC 28202-1911
          ----------------------------------------- ------------
          ------------------------------------------------------

          New Jersey Municipal Bond Fund   Class A
          ------------------------------------------------------
          ----------------------------------------- ------------

          None
          ----------------------------------------- ------------
          ------------------------------------------------------

          New Jersey Municipal Bond Fund   Class B
          ------------------------------------------------------
          ----------------------------------------- ------------

          None
          ----------------------------------------- ------------
          ------------------------------------------------------

          New Jersey Municipal Bond Fund   Class Y
          ------------------------------------------------------
          ----------------------------------------- ------------

          First Union National Bank                 96.78%
          Trust Accounts
          Attn Ginny Batten
          CMG-1151-2
          401 S. Tryon Street,  3rd Floor
          Charlotte, NC 28202-1911

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

<PAGE>



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

          Pennsylvania Municipal Bond Fund   Class A
          ------------------------------------------------------
          ----------------------------------------- ------------

          None
          ----------------------------------------- ------------
          ------------------------------------------------------

          Pennsylvania Municipal Bond Fund   Class B
          ------------------------------------------------------
          ----------------------------------------- ------------

          MPLF&S for the Sole  Benefit of           8.70%
          Its Customers
          Attn:  Fund Administration #97A06
          4800 Deer Lake Drive, E 2nd Floor
          Jacksonville, FL 32246-6484

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

          Pennsylvania Municipal Bond Fund   Class C
          ------------------------------------------------------
          ----------------------------------------- ------------

          MPLF&S for the Sole  Benefit of           18.58%
          Its Customers
          Attn:  Fund Administration #97A07
          4800 Deer Lake Drive, E 2nd Floor
          Jacksonville, FL 32246-6484

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

          Pennsylvania Municipal Bond Fund   Class Y
          ------------------------------------------------------
          ----------------------------------------- ------------

          First Union National Bank                 99.35%
          BK/EB/INT
          Cash Account
          Attn: Trust Operations Fund Group
          401 S. Tryon Street 3rd Floor
          CMG 1151
          Charlotte, NC 28202-1911
          ----------------------------------------- ------------





                                    EXPENSES

Advisory Fees

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

         Evergreen  Investment  Management  ("EIM")  (formerly  known as Capital
Management  Group,  or CMG),  a division of First Union  National  Bank,  is the
investment  advisor to the  Connecticut  Fund.  EIM is entitled to receive a fee
from the  Connecticut  Fund at the annual  rate of 0.60% of the  Fund's  average
daily net assets. EIM has voluntarily agreed to reduce or waive a portion of its
fee equal to 0.10%,  resulting in a net advisory fee of 0.50%. EIM may change or
stop this waiver at any time.

         EIM  is  also  the  advisor to the New Jersey Fund.  EIM is entitled to
receive a fee from the New Jersey Fund at the annual rates below:

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

                    Average Daily Net            Fee
                         Assets
                  ---------------------- ---------------------
                  ---------------------- ---------------------
                   First $500 million           0.50%
                  ---------------------- ---------------------
                  ---------------------- ---------------------
                    Next $500 million           0.45%
                  ---------------------- ---------------------
                  ---------------------- ---------------------
                     next $1 billion            0.40%
                  ---------------------- ---------------------
                  ---------------------- ---------------------
                    Over $1.5 billion           0.35%
                  ---------------------- ---------------------


          Evergreen  Investment  Management  Company  ("EIMC") is the investment
advisor to the  Pennsylvania  Fund.  EIMC is  entitled to receive a fee from the
Fund at the annual rates below:

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

                   Average Daily Net Assets         Fee
                   -------------------------- -----------------
                   -------------------------- -----------------
                       First $50 million           0.55%
                   -------------------------- -----------------
                   -------------------------- -----------------
                       Next $50 million            0.50%
                   -------------------------- -----------------
                   -------------------------- -----------------
                       Next $100 million           0.45%
                   -------------------------- -----------------
                   -------------------------- -----------------
                       Next $100 million           0.40%
                   -------------------------- -----------------
                   -------------------------- -----------------
                       Next $100 million           0.35%
                   -------------------------- -----------------
                   -------------------------- -----------------
                       Next $100 million           0.30%
                   -------------------------- -----------------
                   -------------------------- -----------------
                       Over $500 million           0.25%
                   -------------------------- -----------------






Advisory Fees Paid

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

<TABLE>
<CAPTION>


  ------------------------------------------ ----------------------- =======================
          <S>                                          <C>                    <C>

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

  Year Ended 1999
  ==========================================================================================
  -------------------------------------------- ----------------------- =====================
  Connecticut Fund                                    $425,935               $116,474
  -------------------------------------------- ----------------------- =====================
  -------------------------------------------- ----------------------- =====================
  New Jersey Fund                                     $825,018               $396,701
  -------------------------------------------- ----------------------- =====================
  -------------------------------------------- ----------------------- =====================
  Pennsylvania Fund                                  $1,135,581                 $0
  -------------------------------------------- ----------------------- =====================
  ==========================================================================================

  Year or Period Ended 1998
  ==========================================================================================
  -------------------------------------------- ----------------------- =====================
  Connecticut Fund (a)                                $141,059                $64,322
  -------------------------------------------- ----------------------- =====================
  -------------------------------------------- ----------------------- =====================
  New Jersey Fund                                     $429,995               $296,793
  -------------------------------------------- ----------------------- =====================
  -------------------------------------------- ----------------------- =====================
  Pennsylvania Fund                                   $610,824               $174,928
  -------------------------------------------- ----------------------- =====================
  ==========================================================================================
  Year or Period Ended 1997
  ==========================================================================================
  -------------------------------------------- ----------------------- =====================

  New Jersey Fund (b)                                 $135,196                  $0

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

  Pennsylvania Fund                                   $390,366                  $0

  -------------------------------------------- ----------------------- =====================
(a)   The Fund commenced operations on November 24, 1997.
(b)   Seven months ended March 31, 1997.  During the period, New Jersey Fund changed its fiscal year end from August 31 to March 31.
</TABLE>

Brokerage Commissions

     The Funds paid no brokerage  commissions during fiscal years 1999, 1998 and
1997.

Underwriting Commissions

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


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

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

Year Ended 1999
===========================================================================
- ----------------------------------- -------------------- ==================
Connecticut Fund                          $52,550               $0
- ----------------------------------- -------------------- ==================
- ----------------------------------- -------------------- ==================
New Jersey Fund                          $340,407               $0
- ----------------------------------- -------------------- ==================
- ----------------------------------- -------------------- ==================
Pennsylvania Fund                        $363,030             $10,125
- ----------------------------------- -------------------- ==================
===========================================================================

Year or Period Ended 1998
===========================================================================
- ----------------------------------- -------------------- ==================
Connecticut Fund(a)                       $3,194               $476
- ----------------------------------- -------------------- ==================
- ----------------------------------- -------------------- ==================
New Jersey Fund                           $44,432             $4,471
- ----------------------------------- -------------------- ==================
- ----------------------------------- -------------------- ==================
Pennsylvania Fund                         $65,672             $6,605
- ----------------------------------- -------------------- ==================
===========================================================================
Year or Period Ended 1997
===========================================================================
- ----------------------------------- -------------------- ==================
New Jersey Fund (b)                         $0                  $0
- ----------------------------------- -------------------- ==================
- ----------------------------------- -------------------- ==================
Pennsylvania Fund                        $504,459            $106,694
- ----------------------------------- -------------------- ==================
(a)   The Fund commenced operations on November 24, 1997.
(b)   Seven  months  ended  March 31, 1997.  During  the  period, the New Jersey
         Fund changed its fiscal year end from August 31 to March 31.

12b-1 Fees

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


<TABLE>
<CAPTION>
- ------------------- ================================== =================================== ===============================
      <S>                        <C>                               <C>                                <C>

                               Class A                            Class B                           Class C
     Fund
                    ================================== =================================== ===============================
                    --------------- ------------------ ----------------- ----------------- ---------------- ==============

                    Distribution    Service Fees       Distribution      Service Fees      Distribution     Service Fees
                    Fees                               Fees                                Fees
- ------------------- --------------- ------------------ ----------------- ----------------- ---------------- ==============
- ------------------- --------------- ------------------ ----------------- ----------------- ---------------- ==============
Connecticut Fund         N/A              $897              $4,715            $1,572             N/A             N/A
- ------------------- --------------- ------------------ ----------------- ----------------- ---------------- ==============
- ------------------- --------------- ------------------ ----------------- ----------------- ---------------- ==============
New Jersey Fund*         N/A             $83,206           $125,167          $41,722             N/A             N/A
- ------------------- --------------- ------------------ ----------------- ----------------- ---------------- ==============
- ------------------- --------------- ------------------ ----------------- ----------------- ---------------- ==============
Pennsylvania Fund        N/A             $67,908           $279,530          $93,177           $48,440         $16,147
- ------------------- --------------- ------------------ ----------------- ----------------- ---------------- ==============
</TABLE>
*The Fund waived $53,252 in Class A service fees.


Trustee Compensation

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

<TABLE>
<CAPTION>


         ------------------------------- ------------------------------ =============================
                      <S>                              <C>                          <C>

                    Trustee               Aggregate Compensation from     Total Compensation from
                                                     Trust              Trust and Fund Complex Paid
                                                                                to Trustees*
         ------------------------------- ------------------------------ =============================
         ------------------------------- ------------------------------ =============================
                                                    $5,489                        $75,000
         Laurence B. Ashkin
         ------------------------------- ------------------------------ =============================
         ------------------------------- ------------------------------ =============================
                                                    $5,489                        $75,000
         Charles A. Austin, III
         ------------------------------- ------------------------------ =============================
         ------------------------------- ------------------------------ =============================
                                                    $5,292                        $72,500
         K. Dun Gifford
         ------------------------------- ------------------------------ =============================
         ------------------------------- ------------------------------ =============================
                                                    $7,061                        $97,500
         James S. Howell
         ------------------------------- ------------------------------ =============================
         ------------------------------- ------------------------------ =============================
                                                    $5,292                        $72,500
         Leroy Keith Jr.
         ------------------------------- ------------------------------ =============================
         ------------------------------- ------------------------------ =============================
                                                    $5,489                        $75,000
         Gerald M. McDonnell
         ------------------------------- ------------------------------ =============================
         ------------------------------- ------------------------------ =============================
                                                    $6,353                        $86,000
         Thomas L. McVerry
         ------------------------------- ------------------------------ =============================
         ------------------------------- ------------------------------ =============================
                                                    $5,292                        $72,500
         William Walt Pettit
         ------------------------------- ------------------------------ =============================
         ------------------------------- ------------------------------ =============================
                                                    $5,240                        $71,875
         David M. Richardson
         ------------------------------- ------------------------------ =============================
         ------------------------------- ------------------------------ =============================
                                                    $5,489                        $77,500
         Russell A. Salton, III
         ------------------------------- ------------------------------ =============================
         ------------------------------- ------------------------------ =============================
                                                    $5,489                        $77,500
         Michael S. Scofield
         ------------------------------- ------------------------------ =============================
         ------------------------------- ------------------------------ =============================
                                                    $5,292                        $72,500
         Richard J. Shima
         ------------------------------- ------------------------------ =============================
</TABLE>

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

                  Austin            $11,250
                  Howell            $77,600
                  McDonnell         $75,000
                  McVerry           $86,000
                  Pettit            $72,500
                  Salton            $77,000
                  Scofield          $11,250



                                   PERFORMANCE

Total Return


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


- ----------------------- -------------------- --------------------- -------------------- ==================
     <S>                  <C>                   <C>                        <C>                 <C>

Fund/Class              One Year             Five Years            Ten Years or Since   Inception Date of
                                                                   Inception            Class
- ----------------------- -------------------- --------------------- -------------------- ==================
==========================================================================================================
Connecticut Fund (a)
==========================================================================================================
- ----------------------- -------------------- --------------------- -------------------- ==================

                               0.11%                4.27%                 5.20%

Class A                                                                                       12/30/97
- ----------------------- -------------------- --------------------- -------------------- ==================
- ----------------------- -------------------- --------------------- -------------------- ==================

                              -0.65%                4.19%                 4.92%

Class B                                                                                        1/9/98
- ----------------------- -------------------- --------------------- -------------------- ==================
- ----------------------- -------------------- --------------------- -------------------- ==================
                               5.56%                5.56%                 5.97%
Class Y                                                                                       11/24/97
- ----------------------- -------------------- --------------------- -------------------- ==================
==========================================================================================================

New Jersey Fund (b)
==========================================================================================================
- ----------------------- -------------------- --------------------- -------------------- ==================
                               0.68%                5.70%                 6.41%
Class A                                                                                       7/16/91
- ----------------------- -------------------- --------------------- -------------------- ==================
- ----------------------- -------------------- --------------------- -------------------- ==================
                              -0.29%                5.83%                 6.71%
Class B                                                                                       1/30/96
- ----------------------- -------------------- --------------------- -------------------- ==================
- ----------------------- -------------------- --------------------- -------------------- ==================
                               5.76%                6.78%                 7.12%
Class Y                                                                                        2/8/96
- ----------------------- -------------------- --------------------- -------------------- ==================
==========================================================================================================

Pennsylvania Fund (c)
==========================================================================================================
- ----------------------- -------------------- --------------------- -------------------- ==================
                               0.39%                5.60%                 7.27%
Class A                                                                                       12/27/90
- ----------------------- -------------------- --------------------- -------------------- ==================
- ----------------------- -------------------- --------------------- -------------------- ==================
                              -0.31%                5.55%                 7.30%
Class B                                                                                        2/1/93
- ----------------------- -------------------- --------------------- -------------------- ==================
- ----------------------- -------------------- --------------------- -------------------- ==================
                               3.59%                5.86%                 7.30%
Class C                                                                                        2/1/93
- ----------------------- -------------------- --------------------- -------------------- ==================
- ----------------------- -------------------- --------------------- -------------------- ==================
Class Y                        5.63%                6.71%                 7.95%               11/24/97
- ----------------------- -------------------- --------------------- -------------------- ==================
</TABLE>



(a) Historical  performance shown for Class Y prior to its inception is based on
the Fund's  predecessor  common  trust fund's  (CTF)  performance,  adjusted for
estimated  mutual fund expenses.  The CTF was not registered  under the 1940 Act
and was not  subject to  certain  investment  restrictions.  If the CTF had been
registered, its performance might have been adversely affected.  Performance for
the CTF has been  adjusted to include the effect of estimated  mutual fund class
gross expense ratios at the time the Fund was converted to a mutual fund. If fee
waivers  and expense  reimbursements  had been  calculated  into the mutual fund
expense ratio the total  returns would be as follows:  Class A - 5 year = 4.48%,
10 year = 5.45% and since 1/31/81 = 6.56%;  Class B - 5 year = 4.40%,  10 year =
5.17% and since 1/31/81 = 6.05%;  Class Y - 5 year = 5.77%,  10 year = 6.22% and
since  1/31/  81 = 7.11%  For  Classes  A and B prior to  their  inception,  the
historical  performance shown is based on the performance of Class Y and has not
been adjusted to reflect the effect of each Class' 12b-1 fees. This fee is 0.25%
for Class A and 1.00% for Class B. If these fees had been reflected, returns for
Classes A and B would have been lower.


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

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


Yields

         Below are the  current and tax  equivalent  yields of the Funds for the
30-day period ended March 31, 1999. For more information, see "30-Day Yield" and
"Tax Equivalent Yield" under "Performance Calculations" in Part 2 of this SAI.
<TABLE>
<CAPTION>

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

                                                          30-Day Yield                             Tax-Equivalent Yield
========================================== ============================================ =========================================
<S>                            <C>           <C>       <C>         <C>        <C>        <C>        <C>         <C>       <C>

                              Combined
                              Federal &
                              State Tax
Fund                          Rate (1)     Class A     Class B    Class C    Class Y    Class A    Class B    Class C    Class Y
- ----------------------------- ============ ----------- ---------- ---------- ========== ---------- ---------- ---------- ========
- ----------------------------- ============ ----------- ---------- ---------- ========== ---------- ---------- ---------- ========
Connecticut Fund                43.45%       3.55%       2.97%       N/A       3.98%      6.28%      5.25%       N/A       7.04%

- ----------------------------- ============ ----------- ---------- ---------- ========== ---------- ---------- ---------- ========
- ----------------------------- ============ ----------- ---------- ---------- ========== ---------- ---------- ---------- ========
New Jersey Fund                 44.56%       4.09%       3.38%       N/A       4.39%      7.38%      6.10%       N/A       7.92%

- ----------------------------- ============ ----------- ---------- ---------- ========== ---------- ---------- ---------- ========
- ----------------------------- ============ ----------- ---------- ---------- ========== ---------- ---------- ---------- ========
Pennsylvania Fund               42.45%       4.11%       3.56%      3.56%      4.57%      7.14%      6.19%      6.19%      7.94%

- ----------------------------- ============ ----------- ---------- ---------- ========== ---------- ---------- ---------- ========
</TABLE>

 (1) Assumed for purposes of this chart. Your tax may vary.


                      COMPUTATION OF CLASS A OFFERING PRICE

         Class A shares  are sold at the NAV  plus a sales  charge.  Below is an
example of the method of computing the offering  price of Class A shares of each
Fund. The example assumes a purchase of Class A shares of each Fund  aggregating
less than $100,000 based upon the NAV of each Fund' Class A shares at the end of
March 31, 1999. For more information,  see "Purchase,  Redemption and Pricing of
Shares."

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

         Fund          Net Asset Value     Sales Charge        Offering Price
                       Per Share                               Per Share
- ---------------------- ------------------- ------------------- ===============
- ---------------------- ------------------- ------------------- ===============
Connecticut Fund             $6.38               4.75%               $6.70
- ---------------------- ------------------- ------------------- ===============
- ---------------------- ------------------- ------------------- ===============
New Jersey Fund              $11.16              4.75%               $11.72
- ---------------------- ------------------- ------------------- ===============
- ---------------------- ------------------- ------------------- ===============
Pennsylvania Fund            $11.66              4.75%               $12.24
- ---------------------- ------------------- ------------------- ===============



                                SERVICE PROVIDERS

Administrator

         Evergreen Investment Services,  Inc. ("EIS") serves as administrator to
Connecticut Fund and New Jersey Fund,  subject to the supervision and control of
the Trust's Board of Trustees. EIS provides the Funds with facilities, equipment
and  personnel and is entitled to receive a fee from the Fund based on the total
assets of all  mutual  funds for which EIS serves as  administrator  and a First
Union Corporation  subsidiary serves as investment advisor.  The fee paid to EIS
is calculated in accordance with the following schedule:


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

                       Assets                Fee
                ---------------------- =================
                ---------------------- =================

                  First $7 billion          0.050%
                ---------------------- =================
                ---------------------- =================

                   Next $3 billion          0.035%
                ---------------------- =================
                ---------------------- =================

                   Next $5 billion          0.030%
                ---------------------- =================
                ---------------------- =================

                  Next $10 billion          0.020%
                ---------------------- =================
                ---------------------- =================

                   Next $5 billion          0.015%
                ---------------------- =================
                ---------------------- =================

                  Over $30 billion          0.010%
                ---------------------- =================


         EIS also provides  facilities,  equipment and personnel to Pennsylvania
Fund on behalf the investment advisor.  Pennsylvania Fund reimburses EIS for the
cost of providing such services.


Transfer Agent


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


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

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

          Monthly Dividend Funds            $25.50          $9.00
          ----------------------------- --------------- ==============
          ----------------------------- --------------- ==============

          Quarterly Dividend Funds          $24.50          $9.00
          ----------------------------- --------------- ==============
          ----------------------------- --------------- ==============

          Semiannual Dividend Funds         $23.50          $9.00
          ----------------------------- --------------- ==============
          ----------------------------- --------------- ==============

          Annual Dividend Funds             $23.50          $9.00
          ----------------------------- --------------- ==============
          ----------------------------- --------------- ==============

          Money Market Funds                $25.50          $9.00
          ----------------------------- --------------- ==============

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


Distributor

         Evergreen  Distributor,  Inc. markets  the Funds through broker-dealers
and  other financial  representatives.  Its address is 90 Park Avenue, New York,
NY 10016.

Independent Auditors

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

Custodian

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

Legal Counsel

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


                              FINANCIAL STATEMENTS

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



                  ADDITIONAL INFORMATION CONCERNING CONNECTICUT

         As  described  in the  prospectus,  the Fund will  generally  invest in
Connecticut  municipal  obligations.  The  performance  of the Fund is therefore
susceptible to political, economic and regulatory factors affecting the State of
Connecticut  and  governmental  bodies  within  the  State of  Connecticut.  The
financial condition of a state, its public authorities and its local governments
could affect the market values and marketability of, and therefore the net asset
value per share and the interest  income of a Fund,  or result in the default of
existing  obligations,  including obligations which may be held by the Fund. The
information  summarized  below briefly  describes  some of the more  significant
factors  that could  affect the  performance  of the Fund or the  ability of the
obligors to pay debt service on certain of the securities.  Such  information is
derived from sources that are  generally  available to investors and is believed
to be accurate.  It is based on information from official  statements of issuers
located  in the  State  of  Connecticut  as well  as  other  publicly  available
documents.  The  Fund  has not  independently  verified  any of the  information
contained in such statements and documents.  The creditworthiness of obligations
issued by local issuers may be unrelated to the creditworthiness of Connecticut.
There is no obligation on the part of  Connecticut to make payment on such local
obligations  in the event of default in the absence of a specific  guarantee  or
pledge provided by Connecticut.

State Economy

         General.  Connecticut,  the southernmost of the New England States,  is
located on the northeast  coast and is bordered by Long Island Sound,  New York,
Massachusetts  and Rhode Island.  Connecticut is situated  directly  between the
financial centers of Boston and New York and is a highly developed and urbanized
state.  More than  one-quarter of the total  population of the United States and
approximately 60% of the Canadian population live within 500 miles of the State.
The State's  population grew at a rate which exceeded the United States' rate of
population  growth during the period 1940 to 1970, slowed  substantially  during
the 1970s and 1980s,  and  declined  in the years 1992  through  1995.  The 1997
estimated population increased slightly from 1996, but remained below the figure
recorded in the 1990 Federal Census.

         Connecticut's  economic  performance  is measured  by personal  income,
which has been and is expected to remain among the highest in the nation;  gross
state product (the current market value of all final goods and services produced
by labor and property  located within the State),  which  demonstrated  stronger
output growth than the nation in general  during the 1980s and a lower growth in
the 1990s;  and  employment,  which,  although  rising,  still remains below the
levels achieved in the late 1980s as  manufacturing  employment has declined and
non-manufacturing employment has recovered most of its losses.

         Defense Industry.  One important component of the manufacturing  sector
in  Connecticut  is  defense  related  business.  Approximately  one-quarter  of
manufacturing  establishments and total  manufacturing  employees in Connecticut
are involved in defense related businesses. Nonetheless, its significance in the
state economy has declined considerably. Due to the scaling back of the national
defense  budget in the past decade,  spending on defense  procurement as well as
outlays for  personnel,  research  and  development  and  construction  has been
dramatically  reduced. In fiscal year 1997,  Connecticut received $2,536 million
of prime contract  awards.  This accounted for 2.4% of national total awards and
ranked  thirteenth  in total  defense  dollars  awarded  and sixth in per capita
dollars awarded among the 50 states.  In fiscal year 1997,  Connecticut had $776
in per capita  defense  awards,  compared to the  national  average of $398.  As
measured by a three-year  moving average of defense contract awards as a percent
of Gross State Product (GSP),  awards to Connecticut  based firms have fallen to
2.0% of GSP in fiscal year 1997, down from 9.8% of GSP in fiscal year 1982.

State Budgetary Process

         Balanced Budget Requirement.  In November 1992, State electors approved
an  amendment  to the State  Constitution  providing  that the amount of general
budget  expenditures  authorized  for any  fiscal  year  shall  not  exceed  the
estimated  amount of revenue for such fiscal year.  This amendment also provides
for a cap on  budget  expenditures.  The  General  Assembly  is  precluded  from
authorizing an increase in general budget expenditures for any fiscal year above
the amount of general budget  expenditures  authorized  for the previous  fiscal
year by a percentage  which  exceeds the greater of the  percentage  increase in
personal  income or the  percentage  increase in inflation,  unless the Governor
declares an emergency or the  existence of  extraordinary  circumstances  and at
least  three-fifths of the members of each house of the General Assembly vote to
exceed  such  limit  for  the  purposes  of  such  emergency  or   extraordinary
circumstances.  The limitation on general budget  expenditures  does not include
expenditures for the payment of bonds, notes or other evidences of indebtedness.
There is no statutory or constitutional  prohibition against bonding for general
budget expenditures.

         Biennium Budget. The State's fiscal year begins on July 1 and ends June
30. The Connecticut  General Statutes require that the budgetary process be on a
biennium  basis.  The  Governor is  required  to  transmit a budget  document in
February of each  odd-numbered  year setting forth the financial program for the
ensuing  biennium with a separate  budget for each of the two fiscal years and a
report which sets forth estimated revenues and expenditures for the three fiscal
years  after  the  biennium  to  which  the  budget  document  relates.  In each
even-numbered  year,  the  Governor  must  prepare a report on the status of the
budget enacted in the previous year with any recommendations for adjustments and
revisions,  and a report,  with  revisions,  if any, which sets forth  estimated
revenues  and  expenditures  for the three  fiscal  years after the  biennium in
progress.

         Adoption of the Budget.  The budget document,  as finally  developed by
the  Governor  with the  assistance  of the  Office  of  Policy  Management,  is
published  and  transmitted  to  the  General   Assembly  in  February  of  each
odd-numbered year. A report summarizing  recommended adjustments or revisions is
submitted by the Governor to the General  Assembly in  even-numbered  years. The
Governor or a  representative  then appears before the appropriate  committee of
the General  Assembly to explain and  address  questions  concerning  the budget
document or reports.  Prior to June 30 of each  odd-numbered  year,  the General
Assembly  generally enacts one bill making all  appropriations  for the next two
fiscal years and setting  forth revenue  estimates  for those years.  Subsequent
appropriations of revenue bills are occasionally passed.

         Line Item Veto.  Under the State  Constitution,  the  Governor  has the
power to veto any line of any  itemized  appropriations  bill  while at the same
time approving the remainder of the bill. A statement  identifying  the items so
disapproved  and explaining the reasons  therefore must be transmitted  with the
bill to the Secretary of the State and, when in session,  the General  Assembly.
The General  Assembly may  separately  reconsider  and re-pass such  disapproved
appropriation items by a two-thirds vote of each house.


State General Fund

         The State  finances  most of its  operations  through the General Fund.
However, certain State functions are financed through other State funds.

         1997-98  Operations.  The  Comptroller's  1998 annual report  indicated
1997-98 General Fund expenditures of $9,829.3 million,  General Fund revenues of
$10,142.2 million and a surplus of $312.9 million.  Any unappropriated  surplus,
up to five percent of General  Fund  expenditures,  will be  deposited  into the
Budget Reserve Fund.  After the transfer of $161.7 million,  as required to meet
the five percent of General  Fund  expenditures,  the balance of $151.2  million
will be used to reduce bonded indebtedness.

         Adopted Budget 1998-99.  On February 4, 1998, the Governor submitted to
the legislature a status report including  proposed  Midterm Budget  Adjustments
for the 1998-99 fiscal year. After consideration of the Governor's proposal, the
legislature  adopted budget  adjustments  for fiscal year 1998-99 in Special Act
No.  98-6.  The adopted  Midterm  Budget  Adjustments  for fiscal  year  1998-99
anticipate General Fund expenditures of $9,972.4 million,  General Fund revenues
of $9,992.0 million and an estimated General Fund surplus of $19.6 million.

         The enacted  Midterm  Budget  Adjustments  for fiscal year  1998-99 are
within the limits  imposed by the  expenditure  cap.  For fiscal  year  1998-99,
permitted  growth in capped  expenditures  is  estimated  at 4.86%.  The enacted
Midterm Budget Adjustments would result in a fiscal 1998-99 budget that is $82.3
million below the expenditure cap.

         1998-99  Operations.  The  Comptroller's  monthly report for the period
ending October 31, 1998 estimates  1998-99 fiscal year General Fund expenditures
of $9,993.5 million, General Fund revenues of $10,164.2 million and an estimated
operating  surplus of $170.7  million,  as a result of an increase in  estimated
revenue  that more than  offset  the  increase  in  estimated  expenditures.  No
assurances can be given that subsequent  estimates will not indicate  changes in
the final result of the fiscal year 1998-99 operations of the General Fund.

         The December 1998 Special Session of the Legislature increased budgeted
appropriations  for the 1998-99  fiscal  year by $80  million.  (See  additional
information below.)

         Proposed Budget 1999-2001.  On February 10, 1999, the Governor proposed
a budget for fiscal  years 2000 and 2001.  The  budget  calls for  General  Fund
expenditures of $10,542.1 million in the fiscal year that ends June 30, 2000 and
$11,057.2 million in the fiscal year that ends June 30, 2001.

State Debt

         Constitutional Provisions. The State has no constitutional limit on its
power to issue  obligations  or incur debt  other  than it may  borrow  only for
public purposes.  There are no reported court decisions relating to State bonded
debt other than two cases validating the legislative determination of the public
purpose for improving employment opportunities and related activities. The State
Constitution has never required a public referendum on the question of incurring
debt.  Therefore,  the authorization  and issuance of State debt,  including the
purpose,  amount and nature  thereof,  the method and manner of the incidence of
such debt,  the  maturity  and terms of  repayment  thereof,  and other  related
matters are statutory.

         Types of State Debt.  Pursuant to various  public and special acts, the
State has authorized a variety of types of debt. These types fall generally into
the following categories:  direct general obligation debt, which is payable from
the State's  General Fund;  special tax obligation  debt,  which is payable from
specified taxes and other funds which are maintained outside the State's General
Fund; and special  obligation and revenue debt,  which is payable from specified
revenues or other funds which are maintained  outside the State's  General Fund.
In  addition,  the  State  has a number  of  programs  under  which the State is
contingently  liable on the debt of  certain  State  quasi-public  agencies  and
political subdivisions.

         Statutory  Authorization  and  Security  Provisions  for  State  Direct
General  Obligation Debt. In general,  the State issues general obligation bonds
pursuant to specific  statutory  bond acts and Section  3-20 of the  Connecticut
General  Statutes,  the State General  Obligation  Bond  Procedure Act. That act
provides that such bonds shall be general  obligations of the State and that the
full faith and credit of the State of Connecticut are pledged for the payment of
the  principal  of an interest  on such bonds as the same  become due.  Such act
further provides that, as a part of the contract of the State with the owners of
such bonds,  appropriation of all amounts  necessary for the punctual payment of
such principal and interest is made, and the Treasurer  shall pay such principal
and  interest  as the same  become  due.  As of  December  1,  1998,  there  was
legislatively  authorized  direct general  obligation  bond  indebtedness in the
aggregate amount of $12,398,200,000 of which  $11,057,371,000  had been approved
for  issuance  and  $9,814,857,000  had been  issued.  As of  December  1, 1998,
$6,951,626,000 was outstanding.

         There are no State Constitutional provisions precluding the exercise of
State power by statute to impose any taxes,  including taxes on taxable property
in the State or on income,  in order to pay debt  service on bonded  debt now or
thereafter  incurred.  The  constitutional  limit on  increases  in general fund
expenditures  for any fiscal year does not include  expenditures for the payment
of  bonds,  notes  or  other  evidences  of  indebtedness.  There  are  also  no
constitutional or statutory  provisions requiring or precluding the enactment of
liens  on  or  pledges  of  State  general  fund  revenues  or  taxes,   or  the
establishment  of priorities for payment of debt service on the State's  general
obligation  bonds.  There are no express statutory  provisions  establishing any
priorities in favor of general  obligation  bondholders  over other valid claims
against the State.

         Statutory Debt Limit for State Direct General  Obligation Debt. Section
3-21 of the Connecticut  General Statutes provides that no bonds, notes or other
evidences  of  indebtedness  for  borrowed  money  payable from General Fund tax
receipts of the State shall be authorized by the General Assembly, except to the
extent  such  authorization  shall cause the  aggregate  amount of (1) the total
amount of bonds,  notes or other evidences of indebtedness  payable from General
Fund tax  receipts  authorized  by the General  Assembly but which have not been
issued and (2) the total amount of such  indebtedness  which has been issued and
remains  outstanding,  to exceed 1.6 times the total estimated  General Fund tax
receipts of the State for the fiscal year in which any such  authorization  will
become effective or in which such  indebtedness is issued, as estimated for such
fiscal  year by the joint  standing  committee  of the General  Assembly  having
cognizance of finance, revenue and bonding.  However, in computing the aggregate
amount of indebtedness at any time,  there shall be excluded or deducted revenue
anticipation notes having a maturity of one year or less, refunded indebtedness,
bond  anticipation  notes,  borrowings  payable  solely  from the  revenues of a
particular  project,  the  balances of debt  retirement  funds  associated  with
indebtedness subject to the debt limit as certified by the Treasurer, the amount
of  federal  grants  certified  by the  Secretary  of the  Office of Policy  and
Management  as receivable  to meet the  principal of certain  indebtedness,  all
authorized and issued  indebtedness to fund any budget deficits of the State for
any fiscal year ending on or before June 30, 1991, all  authorized  debt to fund
the Connecticut Development Authority's tax increment bond program under Section
32-285 of the Connecticut General Statutes, and any indebtedness  represented by
agreements  entered into pursuant to  subsection  (b) or (c) of Section 3-20a of
the General  Statutes,  provided the  indebtedness in connection with which such
agreements  were  entered  into shall be  included in such  aggregate  amount of
indebtedness. For purposes of the debt limit statute, all bonds and notes issued
or  guaranteed  by the State and payable  from  General  Fund tax  receipts  are
counted  against the limit,  except for the  exclusions or deductions  described
above.  In addition,  under Public Act No. 95-230,  the amount of authorized but
unissued  debt under that Act for UConn 2000 is limited to the amount  permitted
to be issued under the cap.

         In accordance with Section 2-27b of the Connecticut  General  Statutes,
the Treasurer shall compute the aggregate amount of indebtedness as of January 1
and July 1 of each year and shall certify the results of such computation to the
Governor  and the General  Assembly.  If the  aggregate  amount of  indebtedness
reaches 90% of the statutory debt limit, the Governor shall review each bond act
for which no bonds,  notes or other evidences of indebtedness  have been issued,
and recommend to the General  Assembly  priorities for repealing  authorizations
for remaining projects.

         Ratings.  As of December 15, 1998, the most recent  general  obligation
bonds of the State were rated Aa3 by Moody's,  AA by S&P, and AA by Fitch. There
can be no assurance that these ratings will remain in effect in the future.

         Obligations of Other State Issuers.  The State conducts  certain of its
operations  through  State  funds other than the  General  Fund and  pursuant to
legislation may issue debt secured by special taxes or revenues  pledged to such
funds. In addition,  the State is contingently  liable or has limited liability,
from the resources of the General  Fund,  for payment of debt service on certain
obligations of quasi-public  state agencies and municipalities of the State. The
State has also made commitments to  municipalities to make future grant payments
for school construction  projects,  payable over a period of years. In addition,
the State has  committed  to apply  moneys for debt  service on loans to finance
child  care  facilities  and  has  certain  contingent  liabilities  for  future
payments.

         Future  Issuance of Direct  General  Obligation  Debt.  On November 19,
1998, the Governor  entered into a memorandum of  understanding on behalf of the
State with the New England Patriots football team for the relocation of the team
to the City of Hartford and for the  development and financing of a new football
stadium and related  facilities.  The open air stadium would provide seating for
68,000,  including  150  luxury  suites,  6000  club  seats and  61,000  general
admission seats. The target date for the stadium's completion would be 2001. The
stadium  would be used  primarily  for Patriots and  University  of  Connecticut
football games.

         The State  legislature  approved  the  project and its  financing  at a
December 1998 Special Session.  The State legislature  approved the financing by
transferring $20 million from 1998-99 budgeted appropriations,  appropriating an
additional $80 million from the General Fund, and authorizing general obligation
bonds in an amount up to $250  million  (plus  issuance  costs and an  inflation
factor) to fund the costs of the stadium and related facilities,  including site
preparation,  infrastructure  improvements and a $15 million training  facility.
Subject to allotment by the Governor and several conditions precedent, including
approvals by the National  Football League and satisfactory  parking,  insurance
and other  arrangements,  the Treasurer is  authorized  to issue the bonds.  The
State  expects to generate  additional  revenues  from the 10% admission tax and
other existing taxes on activities and income generated by the stadium's use and
the relocation of the Patriots to Connecticut.

Litigation

         The State,  its  officers  and  employees  are  defendants  in numerous
lawsuits. The ultimate disposition and fiscal consequences of these lawsuits are
not presently  determinable.  In the cases described below, the fiscal impact of
an adverse decision might be significant,  but is not determinable at this time.
The cases described in this section generally do not include any individual case
where the fiscal  impact of an adverse  judgment is expected to be less than $15
million, but adverse judgments in a number of such cases could, in the aggregate
and in certain circumstances, have a significant impact.

         Connecticut  Criminal Defense Lawyers Association v. Forst is an action
brought in 1989 in Federal Court alleging a pervasive  campaign by the State and
various State Police officials of illegal electronic  surveillance,  wiretapping
and bugging for a number of years at Connecticut  State Police  facilities.  The
plaintiffs seek compensatory damages, punitive damages, as well as other damages
and costs and attorneys  fees,  as well as temporary  and  permanent  injunctive
relief.  In  November  1991,  the court  issued an order  which  will  allow the
plaintiffs to represent a class of all persons who  participated in wire or oral
communications  to, from, or within State Police  facilities  between January 1,
1974 and November 9, 1989 and whose  communications  were intercepted,  recorded
and/or used by the  defendants  in violation of the law.  This class  includes a
sub-class of the Connecticut State Police Union,  current and former Connecticut
State Police officers who are not defendants in this or any  consolidated  case,
and other persons acting on behalf of the State Police who  participated in oral
or wire  communications  to, from or within State Police facilities between such
dates.

         Sheff v. O'Neill is a Superior  Court action  brought in 1989 on behalf
of black and Hispanic  school  children in the  Hartford  school  district.  The
plaintiffs sought a declaratory  judgment that the public schools in the greater
Hartford metropolitan area are segregated de facto by race and ethnicity and are
inherently  unequal  to their  detriment.  They also  sought  injunctive  relief
against state officials to provide them with an "integrated education." On April
12, 1995,  the Superior Court entered  judgment for the State.  On July 9, 1996,
the State Supreme Court  reversed the Superior  Court  judgment and remanded the
case with direction to render a declaratory judgment in favor of the plaintiffs.
The Court directed the legislature to develop appropriate measures to remedy the
racial and ethnic segregation in the Hartford public schools.  The Supreme Court
also  directed  the Superior  Court to retain  jurisdiction  of this matter.  In
response to the Supreme Court decision,  the 1997 General  Assembly enacted P.A.
97-290, an Act Enhancing  Educational  Choices and  Opportunities.  In 1998, the
Superior  Court  ordered  the State to show cause as to  whether  there has been
compliance with the Supreme Court's ruling. On March 3, 1999, the Superior Court
found that the State had complied with the Supreme Court's ruling.

         The Connecticut Traumatic Brain Injury Association,  Inc. v. Hogan is a
Federal  District  Court civil  rights  action  brought in 1990 on behalf of all
persons with  retardation  or traumatic  brain injury who have been,  or may be,
placed  in  Norwich,  Fairfield  Hills  or  Connecticut  Valley  Hospitals.  The
plaintiffs  claim that the treatment and training  they need is  unavailable  in
state  hospitals  for the  mentally ill and that  placement  in those  hospitals
violates their  constitutional  rights.  The plaintiffs  seek relief which would
require that the plaintiff class members be transferred to community residential
settings with appropriate support services. This case has been settled as to all
persons with mental  retardation  by their  eventual  discharge from Norwich and
Fairfield Hills Hospital.  The case is still proceeding as to those persons with
traumatic  brain injury.  The class of  plaintiffs  has been expanded to include
persons who are in the custody of the  Department of Mental Health and Addiction
Services.  The Court in 1998 expanded the class of plaintiffs to include persons
who are or have been in the  custody  of the  Department  of Mental  Health  and
Addiction Services at any time during the pendency of the case without reference
to a particular facility.

         Johnson v. Rowland is a Superior  Court  action  brought in 1998 in the
name of several public school  students and the  Connecticut  municipalities  in
which the students  reside,  seeking a  declaratory  judgement  that the State's
current system of financing  public  education  through local property taxes and
State payments to  municipalities  determined  under a statutory  Education Cost
Sharing ("ECS") formula violates the Connecticut Constitution. Additionally, the
suit seeks various injunctive orders requiring the State to, among other things,
cease implementation of the present system, modify the ECS formula, and fund the
ECS  formula at the level  contemplated  in the  original  1988 public act which
established the ECS.

         Several suits have been filed since 1977 in the Federal  District Court
and the Connecticut Superior Court on behalf of alleged Indian Tribes in various
parts of the State,  claiming  monetary recovery as well as ownership to land in
issue.  Some of these suits have been settled or dismissed.  The plaintiff group
in the remaining suits is the alleged Golden Hill Paugussett Tribe and the lands
involved are generally  located in  Bridgeport,  Trumbull,  Orange,  Shelton and
Seymour.  There may be  additional  suits filed by other  alleged  Indian Tribes
claiming ownership of land located in the State, but to which the State is not a
party.  One claim  includes  the  alleged  Schaghticoke  Indian  Tribe  claiming
privately held lands in the Town of Kent.

Local Government Debt

         General.  Numerous  governmental  units,  cities,  school districts and
special taxing districts,  issue general obligation bonds backed by their taxing
power. Under the Connecticut  statutes,  such entities have the power to levy ad
valorem taxes on all taxable property without limit as to rate or amount, except
as to certain  classified  property  such as certified  forest land taxable at a
limited rate and dwelling  houses of qualified  elderly persons of low income or
qualified disabled persons taxable at limited amounts.  Under existing statutes,
the State is obligated to pay to such  entities the amount of tax revenue  which
it would  have  received  except  for the  limitation  on its  power to tax such
dwelling houses.

         Payment of principal  and interest on such general  obligations  is not
limited to  property  tax  revenues  or any other  revenue  source,  but certain
revenues may be  restricted  as to use and therefore may not be available to pay
debt service on such general obligations.

         Local  government units may also issue revenue  obligations,  which are
supported by the revenues generated from particular projects or enterprises.

         Debt  Limit.  Pursuant  to  the  Connecticut  General  Statutes,  local
governmental  units are  prohibited  from incurring  indebtedness  in any of the
following categories if such indebtedness would cause the aggregate indebtedness
in that category to exceed,  excluding sinking fund contributions,  the multiple
for such  category  times  the  aggregate  annual  tax  receipts  of such  local
governmental  unit for the most recent  fiscal year ending  prior to the date of
issue:

         DEBT CATEGORY                                                  MULTIPLE
(i)      all debt other than urban renewal projects,
         water pollution control projects and school
         building projects.................................................2 1/4
(ii)     urban renewal projects............................................3 1/4
(iii)    water pollution control projects .................................3 3/4
(iv)     school building projects..........................................4 1/2
(v)      total debt, including (i), (ii), (iii) and (iv)
         above.................................................................7





New Jersey Municipal Securities

         The  financial  condition  of the  State  of  New  Jersey,  its  public
authorities  (the  "Authorities")  and its local  governments,  could affect the
market values and  marketability of, and therefore the net asset value per share
and the interest income of New Jersey Fund, or result in the default of existing
obligations,  including obligations which may be held by the Fund. The following
section  provides  only a brief  summary of the complex  factors  affecting  the
financial situation in New Jersey and is based on information  obtained from New
Jersey,  certain of its  Authorities and certain other  localities,  as publicly
available  on  the  date  of  this  Statement  of  Additional  Information.  The
information  contained  in  such  publicly  available  documents  has  not  been
independently  verified.  It  should  be  noted  that  the  creditworthiness  of
obligations issued by local issuers may be unrelated to the  creditworthiness of
New Jersey,  and that there is no  obligation  on the part of New Jersey to make
payment on such local  obligations  in the event of default in the  absence of a
specific guarantee or pledge provided by New Jersey.

Economic Factors

         New  Jersey  is the ninth  largest  state in  population  and the fifth
smallest in land area.  With an average of 1,075 people per square  mile,  it is
the most  densely  populated  of all the states.  The State's  economic  base is
diversified, consisting of a variety of manufacturing,  construction and service
industries,  supplemented by rural areas with selective commercial  agriculture.
The extensive  facilities of the Port Authority of New York and New Jersey,  the
Delaware River Port Authority and the South Jersey Port  Corporation  across the
Delaware River from Philadelphia  augment the air, land and water transportation
complex which has influenced  much of the State's  economy.  The State's central
location in the northeastern  corridor,  the  transportation and port facilities
and  proximity  to New York  City  make the  State an  attractive  location  for
corporate  headquarters and  international  business  offices.  According to the
United States Bureau of the Census and the  Department of Labor,  the population
of New Jersey was  7,170,000 in 1970,  7,365,000 in 1980,  7,730,000 in 1990 and
8,053,000 in 1997. Historically, New Jersey's average per capita income has been
well above the national  average,  and in 1997 the State ranked second among the
states in per capita personal income ($32,233).

         While New Jersey's  economy  continued to expand during the late 1980s,
the level of growth  slowed  considerably  after 1987.  By the  beginning of the
national  recession in July 1990  (according to the National  Bureau of Economic
Research),  construction  activity had already been  declining in New Jersey for
nearly two years, growth had tapered off markedly in the service sectors and the
long-term downward trend of factory  employment had accelerated,  partly because
of a leveling off of industrial demand nationally. The onset of recession caused
an acceleration of New Jersey's job losses in construction and manufacturing, as
well as an employment  downturn in such previously  growing sectors as wholesale
trade, retail trade,  finance,  utilities and trucking and warehousing.  The net
effect was a decline in the State's  total  nonfarm wage and salary  employment,
according to the U.S.  Dept. of Labor,  from a peak of 3.69 million in 1989 to a
low of 3.46 million in 1992.  This low has been followed by an employment  gain,
reaching  3.72 million at year-end  1997.  The New Jersey Dept. of Labor reports
that employment growth continued at 2.1 percent in 1998, to 3.82 million.

         The annual average jobless rate has fallen from 8.5 percent in 1992, to
6.2 percent in 1996,  to 5.1 percent in 1997,  reaching 4.8 percent in 1998.  In
November 1998, the State's  unemployment  level of 184,000 and its  unemployment
rate of 4.5 percent were the lowest since the first calendar quarter of 1990.

         The New Jersey  Department  of Labor  reports that from January 1998 to
January 1999, on a seasonally adjusted basis, private nonfarm employment climbed
to 3.26 million,  an increase of 58,200 or 1.8 percent.  Nongovernment  services
employment  increased  to 2.64  million,  an increase of 64,400 or 2.5  percent.
Manufacturing  declined to 474,600,  a reduction of 10,000 or slightly less than
one percent.

         The U.S. Department of Labor reports that non-manufacturing  employment
has increased 4.1 percent over the ten-year  period  1987-97 and comprises  88.5
percent of employment in New Jersey at year-end  1997.  Total  non-manufacturing
employment,  including contract  construction,  was 3.576 million in 1987, 3.458
million in 1992, and 3.724 million in 1997.

         Conditions have slowly  improved in the  construction  industry,  where
employment has risen by 21,100 since its low in May 1992. Between 1992 and 1996,
this sector's hiring rebound was driven primarily by increased  homebuilding and
nonresidential  projects.  During 1996 and early 1997, public works projects and
homebuilding  became  the  growth  segments  while  nonresidential  construction
lessened but remained  positive.  Construction  employment,  after  falling from
163,400 in 1987 to 110,200 in 1992, has recovered to a level of 131,300 in 1997.

         In the  manufacturing  sector,  employment losses have continued during
the past ten years. Total manufacturing  employment in New Jersey was 672,200 in
1987,  530,400 in 1992, and 482,100 in 1997, a ten-year reduction of 28 percent.
Manufacturing   employment   comprised  11.5  percent  of  employment  in  1997.
Manufacturing  durable  goods  employment is down 38 percent over the ten years,
while non-durable goods employment is down 20 percent.

         Total  employment in New Jersey has changed from 4.248 million in 1987,
to 3.988  million in 1992, to 4.207 million in 1997.  Looking  forward,  the New
Jersey Department of Labor projects that the State's non-farm  employment growth
will occur almost exclusively in the service industries, such as transportation,
communications,  utilities,  wholesale  and retail  trade,  financial  services,
insurance,  real estate and public education. The State projects continuing slow
decline in manufactured goods employment.

State Finances

         The State  operates on a fiscal year  beginning  July 1 and ending June
30. For example,  "Fiscal Year 2000" refers to the State's fiscal year beginning
July 1, 1999 and ending June 30, 2000.

         The  General  Fund is the  fund  into  which  all  State  revenues  not
otherwise  restricted by statute are deposited and from which appropriations are
made.  The  largest  part of the  total  financial  operations  of the  State is
accounted for in the General Fund. Revenues received from taxes and unrestricted
by statute,  most federal  revenue and certain  miscellaneous  revenue items are
recorded  in the  General  Fund.  The  appropriations  act  provides  the  basic
framework for the operation of the General Fund.  Undesignated Fund Balances are
available for appropriation in succeeding fiscal years. There have been positive
Undesignated Fund Balances in the General Fund at the end of each year since the
State  Constitution  was adopted in 1947. The estimates for Fiscal Year 1999 and
Fiscal Year 2000  reflect the amounts  contained in the  Governor's  Fiscal Year
2000 Budget Message delivered on January 25, 1999.

         Actual  General Fund balances in Fiscal Years 1997 and 1998 were $280.5
million and $228.3  million,  respectively,  and for Fiscal Years 1999 and 2000,
they  are  projected  to  be  be  $311.3  million  and  $112.9  million.   Total
Undesignated  Fund balances in Fiscal Years 1997 and 1998 were $1,107.9  million
and $1,257.3 million,  respectively, and for Fiscal Years 1999 and 2000 they are
projected to be $1,051.5 million and $750.1 million.

         In July 1991, S&P lowered the State's  general  obligation  bond rating
from AAA to AA.

         The State sold $2.75  billion in taxable  bonds in 1997 to balance  the
budget and finance an underfunded  pension fund. The source of revenue for these
bonds depends on annual State appropriations.

Fiscal Years 1999 and 2000 State Revenue Estimates

         The  January  1999  estimate of total  fiscal year 1999  revenue is $18
billion.  The three largest taxes, Gross Income,  Sales and Use, and Corporation
Business, account for 70 percent of total revenues.

         Sales and Use Tax.  The revised  estimate  forecasts  Sales and Use tax
collections for Fiscal Year 1999 as $5.02 billion,  a 6.25 percent increase from
the Fiscal Year 1998 revenue. The Fiscal Year 2000 estimate of $5.26 billion, is
a 4.8 percent increase from the Fiscal Year 1999 estimate.

         Gross  Income Tax.  The revised  estimate  forecasts  Gross  Income Tax
collections  for Fiscal Year 1999 of $6.1 billion,  a 5.5 percent  increase from
Fiscal Year 1998. The Fiscal Year 2000 estimate of $6.5 billion is a 6.8 percent
increase  from the Fiscal Year 1999  estimate.  Included in the Fiscal Year 1999
estimate and the Fiscal Year 2000  estimate is the second year of a property tax
deduction,  to be phased in over a three-year period,  permitting a deduction by
resident  taxpayers  against gross income tax of a percentage of their  property
taxes.

         Corporation  Business Tax. The revised estimate  forecasts  Corporation
Business  Tax  collection  for Fiscal  Year 1999 as $1.5  billion,  a 20 percent
increase  from Fiscal Year 1998  revenue.  The Fiscal Year 2000 estimate of $1.6
billion, is a 5.3 percent increase from the Fiscal Year 1999 estimate.

         General  Considerations.   Estimated  receipts  from  State  taxes  and
revenues,  including the three  principal  taxes set forth above,  are forecasts
based on the best information  available at the time of such forecasts.  Changes
in economic activity in the State and the nation,  consumption of durable goods,
corporate financial  performance and other factors that are difficult to predict
may result in actual collections being more or less than forecasted.

         Should revenues be less than the amount anticipated in the budget for a
fiscal year,  the Governor  may,  pursuant to statutory  authority,  prevent any
expenditure  under any  appropriation.  There are additional  means by which the
Governor may ensure that the State is operated  efficiently and does not incur a
deficit.  No  supplemental  appropriation  may be enacted  after  adoption of an
appropriations  act  except  where  there  are  sufficient  revenues  on hand or
anticipated,  as certified by the Governor,  to meet such appropriation.  In the
past when  actual  revenues  have been less than the amount  anticipated  in the
budget,  the Governor has exercised her plenary  powers  leading to, among other
actions,  implementation  of a hiring freeze for all State  departments  and the
discontinuation of programs for which  appropriations  were budgeted but not yet
spent. Under the State Constitution,  no general appropriations law or other law
appropriating  money for any State purpose may be enacted if the amount of money
appropriated therein,  together with all other prior appropriations made for the
same fiscal year, exceeds the total amount of revenue on hand and anticipated to
be available for such fiscal year, as certified by the Governor.






                 ADDITIONAL INFORMATION CONCERNING PENNSYLVANIA

         The financial condition of the Commonwealth of Pennsylvania, its public
authorities  and its local  governments  could  affect  the  market  values  and
marketability  of, and  therefore the net asset value per share and the interest
income  of  the  Pennsylvania  Fund,  or  result  in  the  default  of  existing
obligations,  including obligations which may be held by the Fund. The following
section provides only a brief summary of the complex factors that may affect the
financial  situation in Pennsylvania  and is based on information  obtained from
Pennsylvania,  certain of its public  authorities  and certain other  localities
within  each  state  as  publicly  available  on the date of this  Statement  of
Additional  Information.  The information  contained in such publicly  available
documents  has  not  been  independently   verified.   The  creditworthiness  of
obligations  issued by local  issuers may be unrelated  to the  creditworthiness
Pennsylvania. There is no obligation on the part of Pennsylvania to make payment
on such local  obligations  in the event of default in the absence of a specific
guarantee or pledge provided by Pennsylvania.



General

         The  Commonwealth  of  Pennsylvania,  the fifth  most  populous  state,
historically  has been  identified  as a heavy  industry  state,  although  that
reputation  has  changed  with the  decline  of the  coal,  steel  and  railroad
industries and the resulting  diversification of the  Commonwealth's  industrial
composition.  The  major  new  sources  of  growth  are in the  service  sector,
including  trade,  medical  and  health  services,   educational  and  financial
institutions. Manufacturing has fallen behind in both the service sector and the
trade sector as a source of employment in Pennsylvania.  The Commonwealth is the
headquarters   for  58  major   corporations.   Pennsylvania's   average  annual
unemployment rate for the year 1990 has generally not been more than one percent
greater or lesser  than the  nation's  annual  average  unemployment  rate.  The
seasonally  adjusted  unemployment rate for Pennsylvania for December,  1998 was
4.4% and for the United States for December,  1998 was 4.3%.  The  population of
Pennsylvania,12.02  million people in 1997  according to the U.S.  Bureau of the
Census,  represents an increase from the 1988  estimate of 11.846  million.  Per
capita income in Pennsylvania for 1997 of $25,678 was higher than the per capita
income of the United States of $25,298.  The Commonwealth's  General Fund, which
receives all tax receipts and most other revenues and through which debt service
on all general  obligations of the  Commonwealth  are made,  closed fiscal years
ended June 30, 1995, June 30, 1996 and June 30, 1997 with positive fund balances
of $688.304 million, $635.182 million and $1,364.9 million respectively.

Debt

         The  Commonwealth  may incur debt to  rehabilitate  areas  affected  by
disaster,  debt approved by the electorate,  debt for certain  capital  projects
(for projects such as highways, public improvements,  transportation assistance,
flood  control,   redevelopment  assistance,  site  development  and  industrial
development) and tax  anticipation  debt payable in the fiscal year of issuance.
The Commonwealth had outstanding  general obligation debt of $4,724.5 million at
June 30, 1998. The Commonwealth is not permitted to fund deficits between fiscal
years with any form of debt. All year-end deficit balances must be funded within
the  succeeding  fiscal  year's  budget.  At December 1, 1998,  all  outstanding
general  obligation  bonds of the  Commonwealth  were rated AA by S&P and Aa3 by
Moody's (see  Appendix H).  There can be no  assurance  that these  ratings will
remain in effect in the future.  Over the five-year period ending June 30, 2003,
the  Commonwealth  has  projected  that it will issue  notes and bonds  totaling
$2,984.5  million  and retire  bonded debt in the  principal  amount of $2,350.9
million.

         Certain   agencies   created  by  the   Commonwealth   have   statutory
authorization to incur debt for which  Commonwealth  appropriations  to pay debt
service  thereon are not required.  As of June 30, 1998, the Combined total debt
outstanding  for all  these  agencies  was  $8,518  million.  The  debt of these
agencies  is  supported  by assets of, or  revenues  derived  from,  the various
projects  financed and is not an obligation of the  Commonwealth.  Some of these
agencies, however, are indirectly dependent on Commonwealth appropriations.  The
only obligations of agencies in the Commonwealth that bear a moral obligation of
the  Commonwealth  are those issued by the  Pennsylvania  Housing Finance Agency
("PHFA"),  a state-created  agency which provides housing for lower and moderate
income families,  and The Hospitals and Higher Education Facilities Authority of
Philadelphia  (the  "Hospital  Authority"),  an  agency  created  by the City of
Philadelphia to acquire and prepare  various sites for use as intermediate  care
facilities for the mentally retarded.

Local Government Debt

         Numerous  local   government   units  in  Pennsylvania   issue  general
obligation  (i.e.,  backed by taxing power) debt,  including  counties,  cities,
boroughs,  townships  and school  districts.  School  district  obligations  are
supported indirectly by the Commonwealth.  The issuance of non-electoral general
obligation debt is limited by constitutional and statutory provisions. Electoral
debt,  i.e.,  that  approved by the voters,  is  unlimited.  In addition,  local
government  units  and  municipal  and  other   authorities  may  issue  revenue
obligations  that  are  supported  by the  revenues  generated  from  particular
projects or enterprises.  Examples  include  municipal  authorities  (frequently
operating  water  and  sewer  systems),  municipal  authorities  formed to issue
obligations benefitting hospitals and educational  institutions,  and industrial
development  authorities,  whose  obligations  benefit  industrial or commercial
occupants.  In some cases, sewer or water revenue  obligations are guaranteed by
taxing bodies and have the credit characteristics of general obligations debt.

Litigation

         Pennsylvania is currently  involved in certain litigation where adverse
decisions  could have an adverse impact on its ability to pay debt service.  For
example, County of Allegheny v. Commonwealth of Pennsylvania involves litigation
regarding the state constitutionality of the statutory scheme for county funding
of the  judicial  system  and in  Pennsylvania  Association  of Rural  and Small
Schools v. Casey, the  constitutionality  of  Pennsylvania's  system for funding
local school districts has been challenged. No estimates for the amount of these
claims are available.

Other Factors

         The  performance  of the  obligations  held by the Fund  issued  by the
Commonwealth, its agencies,  subdivisions and instrumentalities are in part tied
to state-wide,  regional and local conditions within the Commonwealth and to the
creditworthiness of certain  non-Commonwealth  related obligers,  depending upon
the Pennsylvania  Fund's portfolio mix at any given time. Adverse changes to the
state-wide,  regional or local  economies or changes in government may adversely
affect   the   creditworthiness   of  the   Commonwealth,   its   agencies   and
municipalities,   and  certain   other   non-government   related   obligers  of
Pennsylvania tax-free obligations (e.g., a university, a hospital or a corporate
obligor).  The City of Philadelphia,  for example,  experienced severe financial
problems which  impaired its ability to borrow money and adversely  affected the
ratings of its obligations and their marketability. Conversely, some obligations
held by the Fund will be almost exclusively dependent on the creditworthiness of
one  underlying  obligor,  such as a project  occupant  or provider of credit or
liquidity support.




<PAGE>



                                 EVERGREEN FUNDS
                   Statement of Additional Information ("SAI")

                                     PART 2

                      ADDITIONAL INFORMATION ON SECURITIES
                            AND INVESTMENT PRACTICES

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

Defensive Investments

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

U.S. Government Securities

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

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

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

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

         (ii)  Farmers Home Administration;

         (iii) Federal Home Loan Banks;

         (iv)  Federal Home Loan Mortgage Corporation;

         (v)   Federal National Mortgage Association; and

         (vi)  Student Loan Marketing Association.

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

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

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

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

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

When-Issued, Delayed-Delivery and Forward Commitment Transactions

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

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

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

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

Repurchase Agreements

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

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

Reverse Repurchase Agreements

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

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

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

Options

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

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

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

Futures Transactions

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

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

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

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

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

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

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

"Margin" in Futures Transactions

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

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



Foreign Securities

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

Foreign Currency Transactions

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

High Yield, High Risk Bonds

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

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

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

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

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

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

Illiquid and Restricted Securities

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

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

Investment in Other Investment Companies

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

Short Sales

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

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

Municipal Bonds

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

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

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

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

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

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

Virgin Islands, Guam and Puerto Rico

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

Master Demand Notes

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

Brady Bonds

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

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

Obligations of Foreign Branches of United States Banks

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

Obligations of United States Branches of Foreign Banks

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

Payment-in-kind Securities

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

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

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

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

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

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

Zero Coupon "Stripped" Bonds

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

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

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

Mortgage-Backed or Asset-Backed Securities

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

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

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

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

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

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

Variable or Floating Rate Instruments

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

Limited Partnerships

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

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

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


                        PURCHASE AND REDEMPTION OF SHARES

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

Class A Shares

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

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

Class B Shares

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

         REDEMPTION TIME                                               CDSC RATE

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

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

Class C Shares

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

Class Y Shares

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

INSTITUTIONAL SHARES, INSTITUTIONAL SERVICE SHARES

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


<PAGE>


Contingent Deferred Sales Charge

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

                       SALES CHARGE WAIVERS AND REDUCTIONS

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

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

Combined Purchases

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

Rights of Accumulation

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

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



Letter of Intent

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

Waiver of Initial Sales Charges

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

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

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

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

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

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

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

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

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

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

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


<PAGE>



Waiver of CDSCS

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

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

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

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

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

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

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

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

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

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

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

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

Exchanges

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




<PAGE>



Automatic Reinvestment

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

PRICING OF SHARES

Calculation of Net Asset Value

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

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

Valuation of Portfolio Securities

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

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

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

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

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

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

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



                            PERFORMANCE CALCULATIONS

Total Return

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

         The  following is the formula used to  calculate  average  annual total
return:
                                   n
                            P(1+T)   = ERV

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

Yield

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

30-Day Yield

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

                                            6
                      yield = 2[(a-b/cd + 1)  - 1]

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

7-Day Current and Effective Yield

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

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

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

                                                          365/7
             Effective Yield = [(base period return)] + 1)     ]-1


Tax Equivalent Yield

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

          Tax Equivalent Yield = Yield/1 - Income Tax Rate

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


                              PRINCIPAL UNDERWRITER

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

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

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

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

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

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

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

                     DISTRIBUTION EXPENSES UNDER RULE 12b-1

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

         Distribution  fees are accrued daily and paid at least monthly on Class
A, Class B and Class C shares and are charged as class expenses, as accrued. The
distribution fees attributable to the Class B and Class C shares are designed to
permit an investor to purchase such shares  through  broker-dealers  without the
assessment of a front-end sales charge, while at the same time permitting EDI to
compensate broker-dealers in connection with the sale of such shares.
         Under the  Plans,  the  Treasurer  of the  Trust  reports  the  amounts
expended under the Plans and the purposes for which such  expenditures were made
to the Trustees of the Trust for their review on a quarterly  basis.  Also, each
Plan provides that the selection and nomination of the Independent  Trustees are
committed to the discretion of such Independent Trustees then in office.

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

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

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

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

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


                                 TAX INFORMATION

Requirements for Qualifications as a Regulated Investment Company

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

Taxes on Distributions

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

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

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

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

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

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

Special Tax Information for Municipal Bond Fund Shareholders

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

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

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

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

Taxes on The Sale or Exchange of Fund Shares

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

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

Other Tax Considerations

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


<PAGE>


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

                                    BROKERAGE

Brokerage Commissions

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

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

Selection of Brokers

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

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

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

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

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

Simultaneous Transactions

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


                                  ORGANIZATION

Description of Shares

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

Voting Rights

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

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

Limitation of Trustees' Liability

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

Banking Laws

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

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


                          INVESTMENT ADVISORY AGREEMENT

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

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

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

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

                     Managers (Evergreen Masters Fund only)

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

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


<PAGE>



Transactions Among Advisory Affiliates

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


                             MANAGEMENT OF THE TRUST

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

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

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

<TABLE>

<S>                                          <C>                                     <C>

Name                                 Position with Trust         Principal Occupations for Last Five Years

Laurence B. Ashkin                   Trustee                     Real estate developer and construction consultant; and
(DOB: 2/2/28)                                                    President of Centrum Equities and Centrum Properties, Inc.

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

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

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

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

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

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

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

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

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

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

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


<PAGE>




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

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

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

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


                      CORPORATE AND MUNICIPAL BOND RATINGS

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

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

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

<TABLE>
<CAPTION>

                      COMPARISON OF LONG-TERM BOND RATINGS

- ----------------- ---------------- --------------- ==========================================
<S>               <C>              <C>                 <C>

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

Aaa               AAA              AAA             Excellent Quality (lowest risk)
- ----------------- ---------------- --------------- ==========================================
- ----------------- ---------------- --------------- ==========================================

Aa                AA               AA              Almost Excellent Quality (very low risk)
- ----------------- ---------------- --------------- ==========================================
- ----------------- ---------------- --------------- ==========================================

A                 A                A               Good Quality (low risk)
- ----------------- ---------------- --------------- ==========================================
- ----------------- ---------------- --------------- ==========================================

Baa               BBB              BBB             Satisfactory Quality (some risk)
- ----------------- ---------------- --------------- ==========================================
- ----------------- ---------------- --------------- ==========================================

Ba                BB               BB              Questionable Quality (definite risk)
- ----------------- ---------------- --------------- ==========================================
- ----------------- ---------------- --------------- ==========================================

B                 B                B               Low Quality (high risk)
- ----------------- ---------------- --------------- ==========================================
- ----------------- ---------------- --------------- ==========================================

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

                  D                DDD/DD/D        In Default
- ----------------- ---------------- --------------- ==========================================
</TABLE>


                                 CORPORATE BONDS

                                LONG-TERM RATINGS

Moody's Corporate Long-Term Bond Ratings

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

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

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

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

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

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

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

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

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

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

S&P  Corporate Long-Term Bond Ratings

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Fitch Corporate Long-Term Bond Ratings

Investment Grade

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

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

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

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

Speculative Grade

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

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

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

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

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

                          CORPORATE SHORT-TERM RATINGS

Moody's Corporate Short-Term Issuer Ratings

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

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

- --  High rates of return on funds employed.

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

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

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

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

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

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


S&P Corporate Short-Term Obligation Ratings

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

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

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

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

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

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

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

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

Fitch Corporate Short-Term Obligation Ratings

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

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

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

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

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

D Default. Denotes actual or imminent payment default.


                                 MUNICIPAL BONDS

                                LONG-TERM RATINGS

Moody's Municipal Long-Term Bond Ratings

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

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

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

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

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

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

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

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

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

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

S&P Municipal Long-Term Bond Ratings

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

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

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

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

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

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

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

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

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

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

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

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

Fitch Municipal Long-Term Bond Ratings

Investment Grade

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

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

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

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

Speculative Grade

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

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

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

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

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



                          SHORT-TERM MUNICIPAL RATINGS

Moody's Municipal Short-Term Issuer Ratings

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

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

- --  High rates of return on funds employed.

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

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

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

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

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

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


Moody's Municipal Short-Term Loan Ratings

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

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

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

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


S&P Commercial Paper Ratings

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

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

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

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

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

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


S&P Municipal Short-Term Obligation Ratings

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

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

SP-3 Speculative capacity to pay principal and interest.


Fitch Municipal Short-Term Obligation Ratings

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

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

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

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

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

D Default. Denotes actual or imminent payment default.







                             ADDITIONAL INFORMATION

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

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

         The Fund's prospectus and SAI omit certain information contained in the
Trust's registration  statement,  which you may obtain for a fee from the SEC in
Washington, D.C.





<PAGE>

                            EVERGREEN MUNICIPAL TRUST

                                     PART C

                                OTHER INFORMATION

<PAGE>


Item 23.    Exhibits

Unless otherwise noted, the exhibits listed below are contained herein.

<TABLE>
<CAPTION>
Exhibit
Number    Description                                            Location
- -------   -----------                                            -----------
<S>       <C>                                                    <C>
(a)       Declaration of Trust                                   Incorporated by reference to
                                                                 Registrant's Pre-Effective Amendment No. 1
                                                                 Filed on October 8, 1997

(b)       By-laws                                                Incorporated by reference to
                                                                 Registrant's Pre-Effective Amendment No. 1
                                                                 Filed on October 8, 1997

(c)       Provisions of instruments defining the rights          Incorporated by reference to
          of holders of the securities being registered          Registrant's Post-Effective Amendment No. 1
          are contained in the Declaration of Trust              Filed on July 31, 1998
          Articles II, III.(6)(c), VI.(3), IV.(8), V, VI,
          VII, VIII and By-laws Articles II, III and VIII
          included as part of Exhibits 1 and 2, above.

(d)(1)    Investment Advisory and Management                     Incorporated by reference to
          Agreement between the Registrant and First             Registrant's Post-Effective Amendment No. 7
          Union National Bank                                    Filed on July 31, 1998

(d)(2)    Investment Advisory and Management                     Incorporated by reference to
          Agreement between the Registrant and Evergreen         Registrant's Post-Effective Amendment No. 7
          Asset Management Corp.                                 Filed on July 31, 1998

(d)(3)    Investment Advisory and Management                     Incorporated by reference to
          Agreement between the Registrant and Evergreen         Registrant's Post-Effective Amendment No. 7
          Investment Management Company                          Filed on July 31, 1998.
          (formerly Keystone Investment Management Company)

(e)(1)    Class A and Class C Principal Underwriting             Incorporated by reference to
          Agreement between the Registrant and Evergreen         Registrant's Post-Effecive Amendment No. 7
          Distributor, Inc.                                      Filed on July 31, 1998.

(e)(2)    Class B Principal Underwriting Agreement               Incorporated by reference to
          between the Registrant and Evergreen Distributor       Registrant's Post-Effective Amendment No. 7
          Inc. (B-1)                                             Filed on July 31, 1998.

(e)(3)    Class B Principal Underwriting Agreement               Incorporated by reference to
          between the Registrant and Evergreen Distributor,      Registrant's Post-Effective Amendment No. 7
          Inc. (B-2)                                             Filed on July 31, 1998.

(e)(4)    Class B Principal Underwriting Agreement               Incorporated by reference to
          between the Registrant and Evergreen Distributor,      Registrant's Post-Effective Amendment No. 7
          Inc. (Evergreen/KCF)                                   Filed on July 31, 1998.

(e)(5)    Class Y Principal Underwriting Agreement               Incorporated by reference to
          between the Registrant and Evergreen Distributor,      Registrant's Post-Effective Amendment No. 7
          Inc.                                                   Filed on July 31, 1998.

(e)(6)    Specimen copy of Dealer Agreement used by              Incorporated by reference to
          Evergreen Distributor, Inc.                            Registrant's Pre-Effective Amendment No. 1
                                                                 Filed November 12, 1997

(f)       Form of Deferred Compensation Plan                     Incorporated by reference to
                                                                 Registrant's Pre-Effective Amendment No. 2
                                                                 Filed on November 10, 1997

(g)       Custodian Agreement between the Registrant             Incorporated by reference to
          and State Street Bank and Trust Company                Registrant's Post-Effective Amendment No. 7
                                                                 Filed on July 31, 1998

(h)(1)    Administration Agreement between Evergreen             Incorporated by reference to
          Investment Services, Inc. and the Registrant           Registrant's Post-Effective Amendment No. 7
                                                                 Filed on July 31, 1998.

(h)(2)    Transfer Agent Agreement between the                   Incorporated by reference to
          Registrant and Evergreen Service Company               Registrant's Post-Effective Amendment No. 7
                                                                 Filed on July 31, 1998.

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

(j)       Consent of KPMG LLP

(k)       Not applicable

(l)       Not applicable

(m)(1)    12b-1 Distribution Plan for Class A                    Incorporated by reference to
                                                                 Registrant's Post-Effective Amendment No. 7
                                                                 Filed on July 31, 1998.

(m)(2)    12b-1 Distribution Plan for Class B                    Incorporated by reference to
                                                                 Registrant's Post-Effective Amendment No. 7
                                                                 Filed on July 31, 1998

(m)(3)    12b-1 Distribution Plan for Class B                    Incorporated by reference to
          (KAF B-1)                                              Registrant's Post-Effective Amendment No. 7
                                                                 Filed on July 31, 1998.

(m)(4)    12b-1 Distribution Plan for Class B                    Incorporated by reference to
          (KAF B-2)                                              Registrant's Post-Effective Amendment No. 7
                                                                 Filed on July 31, 1998

(m)(5)    12b-1 Distribution Plan for Class B                    Incorporated by reference to
          (KCF/Evergreen)                                        Registrant's Post-Effective Amendment No. 7
                                                                 Filed on July 31, 1998.

(m)(6)    12b-1 Distribution Plan for Class C                    Incorporated by reference to
                                                                 Registrant's Post-Effective Amendment No. 7
                                                                 Filed on July 31, 1998

(n)       Not applicable

(o)       Multiple Class Plan                                    Incorporated by reference to
                                                                 Registrant's Post-Effective Amendment No. 10
                                                                 filed on April 1, 1999.
</TABLE>

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

     None

Item 25.       Indemnification.

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

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

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

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

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

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


Item 26.       Business or Other Connections of Investment Adviser.

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

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

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

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

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

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

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

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

Item 27.       Principal Underwriters.

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

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

Lynn C. Mangum                     Director, Chairman and Chief Executive
                                   Officer

Dennis Sheehan                     Director, Chief Financial Officer

J. David Huber                     President

Kevin J. Dell                      Vice President, General Counsel and Secretary

     All of the above persons are located at the following address: Evergreen
Distributor, Inc., 90 Park Avenue, New York, New York 10016.

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

Item 28.       Location of Accounts and Records.

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

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

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

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

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

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

Item 29.       Management Services.

     Not Applicable


Item 30.       Undertakings.

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

<PAGE>
                                   SIGNATURES


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

                                         EVERGREEN MUNICIPAL TRUST


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


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

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

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

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

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

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


     *Catherine Foley,  by  signing  her name  hereto,  does  hereby  sign this
document on behalf of each of the above-named  individuals pursuant to powers of
attorney duly executed by such persons and incorporated by reference to
Registrant's Registration Statement filed on September 19, 1997.

<PAGE>

                               INDEX TO EXHIBITS


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




                        CONSENT OF INDEPENDENT AUDITORS

The Trustees and Shareholders
Evergreen Municipal Trust:

     We consent  to the use of our report  dated  April 30,  1999 for  Evergreen
Connecticut  Municipal Bond Fund,  Evergreen New Jersey  Municipal Bond Fund and
Evergreen  Pennsylvania Municipal Bond Fund incorporated herein by reference and
to the references to our firm under the captions  "FINANCIAL  HIGHLIGHTS" in the
prospectus   and   "Independent   Auditors"  in  the   Statement  of  Additional
Information.

                                                  /s/ KPMG LLP


                                                  KPMG LLP

Boston, Massachusetts
July 29, 1999





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