EVERGREEN TOTAL RETURN FUND
N-30D, 1995-10-12
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     Evergreen  Total Return  Fund's  cumulative  total return (Class Y, no-load
shares)  since our  annual  report on January  31,  1995,  through  July 31, was
+13.84%*.  At this writing,  the Fund's  calendar  year-to-date  total return is
+19.93%.  An assumed $10,000 investment in the Fund at inception on September 7,
1978, would have grown to $94,339 by July 31, 1995,  providing an average annual
compounded rate of return of +14.18%. The Fund's average annual compounded rates
of return for the 1, 5, and 10-year  periods ended July 31, 1995,  were +13.62%,
+9.94% and +9.95%, respectively.

     Our  strategy  aims at  providing  the  protection  against  the effects of
inflation  which may not be  available  in bond  investments.  By  investing  in
undervalued  equities  which on average have yields more than double that of the
S&P 500  Reinvested  Index**,  we are  implementing  this  strategy.  During the
six-month period under review,  the Fund (Class Y, no-load shares) sustained its
high  and  continuous   income  flow  while  aiming  for   significant   capital
appreciation,  through investment primarily in undervalued,  quality equities or
convertible securities. A minimum cash distribution of $1.08 per share (Class Y,
no-load)  has been  paid for each of the last  nine  years.  The Fund  (Class Y,
no-load shares) has been given an "A" rating for down market performance for the
down market periods from June,  1983,  through June, 1995, by Forbes Magazine in
its  semi-annual  fund survey in the August 28,  1995  issue.  The Fund has been
given an "A" rating by Forbes during each of the past eight years.  The beta for
the Fund, a statistical measurement of volatility,  of .6 is substantially lower
than  that of the S & P 500 of 1.0.  (For  additional  performance  information,
please see the fourth page of this letter.) 

MERGERS AND ACQUISITIONS

     Since its  inception,  investment in undervalued  issues and  consolidating
fields  has been a  strategic  thrust  for the Fund.  A total of 96  mergers  or
acquisitions  of Fund holdings have been completed as of July 31, 1995,  with an
average  gain of  53.2%.  Once  again,  there is a  broadening  of  mergers  and
acquisition  activity in many industries.  Since the first of the year,  mergers
and acquisitions  have continued at a heady pace. U.S.  companies are flush with
cash flow from the three years of solid profit  growth.  Business  Week recently
reported  that the low dollar in 1995 has  motivated  the foreign  companies  to
boost their acquisitions of U.S.  companies by nearly $12 billion,  to more than
$39 billion, in the first half of the year. The first half of 1995 broke records
for announced mergers and acquisitions, according to Investment Dealers' Digest.

     This year,  we have seen  consolidation  in the banking  and thrift  sector
continue at a rapid pace.  Illustratively,  in March,  Comerica,  Inc.  acquired
University Bank and Trust Co., one of our holdings,  for a gain to the portfolio
of 41% (held almost 2 years). This brings our total number of completed bank and
thrift  acquisitions  to 27 since  inception of the Fund with an average gain of
58.6%.  At the  end  of  July,  banks  represented  the  Fund's  largest  sector
investment.

     Consolidation  is  occurring  in other  industries  as well.  The  proposed
communications   bill  has   prompted  a  number  of  merger   and   acquisition
announcements in the broadcasting field. Cost and margin pressures are prompting
merger and acquisitions in health care products and services companies and among
traditional  retailers.  Most recently,  electric  utilities have moved into the
- --------------------------------------------------------------------------------
FIGURES REPRESENT PAST PERFORMANCE, WHICH IS NO GUARANTEE OF FUTURE RESULTS

*   Performance  figures include  reinvestment  of income  dividends and capital
    gain  distributions,  if any.  Investment  return and  principal  value will
    fluctuate.  Investors' shares, when redeemed, may be worth more or less than
    their original cost.

**  Unmanaged index of selected securities. 
                                                                            8/95
<PAGE>
- --------------------------------------------------------------------------------

consolidation  phase. In August,  PECO Energy Co. made a takeover offer for PP&L
Resources,  a significant  Fund holding.  The  deregulation now occurring in the
electric utility industry is creating  pressure to reduce cost structure through
synergies.  This will  probably  prompt more  utilities to make  acquisition  or
merger  proposals.  We believe the Fund is well positioned to benefit from these
new and accelerated merger trends.

PORTFOLIO

     Banks were the best  performing  group in the  portfolio  for the six-month
period under review, with an actual as-weighted  performance of +24.7%. The boom
in mergers in the bank  industry  contributed  to the good  performance  of bank
stocks. In addition, banks generally reported sustained earnings growth with net
interest margins  maintained  during this declining  interest rate  environment.
Many banks were also buying back stock which helped their stock prices.  Thrifts
also had a good performance for similar reasons.

     Our  largest  bank  purchase  during the first half of the fiscal  year was
Banker's  Trust,  which has  appreciated  33% since  purchase  in March.  We had
purchased  this stock with a 7% yield after it declined  over one third in price
when investors became concerned about recent operating reversals. When the stock
fell below book value,  we judged it to be  undervalued  with a strong  business
franchise and prospects for recovery.

     Health care products and services stocks were also  positively  impacted by
improved  earnings and, in some cases, by acquisition  possibilities  looming on
the horizon.  Of  particular  note was the realized gain of 65% from the partial
sale of Shared Medical System, held one year and ten months.

     Convertible  issues also contributed  positively to the Fund's  performance
during the six-month  period.  Most notable was the 43% increase in the National
Semiconductor  $3.25 Convertible  Preferred,  the 34% increase in Ceridian Corp.
5-1/2%  Convertible  Preferred  and  the 25%  increase  in the  Philippine  Long
Distance 7% GDS  Convertible  Preferred+.  These issues have  benefited from the
strong  growth  trend  of  worldwide  capital  spending  on  technology.  In the
Philippines,  spending on telephone  infrastructure  had previously lagged world
averages.    The   present    government   is   now   committed   to   upgrading
telecommunications to foster economic growth.

     Concerns about effects of  deregulation  on the electric  utility  business
contributed to  underperformance  of the sector until recently.  The slowdown in
consumer  spending  dampened the performance of several of our retail issues and
consumer products and services  companies.  Fortunately,  even though auto sales
declined,  our new  position  in  Chrysler  Corp.  provided  good  appreciation,
especially when Kirk Kerkorian,  the  billionaire  investor,  attempted to wrest
control of the company.

        The biggest  sector shift for the  portfolio  was our net  commitment of
over $40  million of new monies to the real  estate  sector,  raising the Fund's
real  estate  holdings  from  7.0% of net  assets  to 11.8%  as of July  31.  We
purchased  these issues after  observing  that real estate issues had lagged the
market  since the last  quarter of 1994.  As it became  evident that the Federal
Reserve  was  shifting  from a stance  of  tightening  interest  rates to one of
easing,  we reasoned the economics would improve for these stocks.  We found the
apartment real estate investment  trusts were particularly  attractive as demand
for rental  housing has caught up with,  and is projected  to exceed,  supply in
many areas of the U.S.

- --------------------------------------------------------------------------------
+  Internatioaal investing may involve certain additional risks such as currency
   fluctuations and political instability.
<PAGE>

OUTLOOK

     Currently,  the  economy  appears to be on a slow  growth  course  with the
advantage of low  inflation,  the goal aimed at by the Federal  Reserve with its
policy of tightening interest rates from February,  1994, to February,  1995. As
the economy  began to sag and  reported  inflation  seemed  under  control,  the
Federal  Reserve  reversed  policy and  lowered  interest  rates by  one-quarter
percent at its July 6 policy meeting. We believe a likely course for the rest of
1995 is for the  Federal  Reserve to take a cautious  approach,  with the aim to
facilitate domestic stability without weakening the dollar.

     We  have  discussed  our  strategic   investments  of  undervalued  special
situations  and those which we believe will benefit from merger and  acquisition
activity.  As we proceed in the second half of our fiscal year,  our  investment
group is broadening  its  strategic  search for other changes which will produce
additional growth  prospects.  At a historically high point in the stock market,
we think it is important to be rooted in value issues coupled with yield.  These
two  factors  will help us to  weather  any  downturn  which may  develop in the
market.

     We recognize  the needs of  Evergreen  Total Return  Fund's  investors  and
remain  dedicated  to our  efforts to sustain  both  current  income and capital
appreciation.

                                   Sincerely,


Stephen A. Lieber                   Nola Maddox Falcone
Chairman                            President
Evergreen Asset                     Evergreen Asset
Management Corp.                    Management Corp.


September 26, 1995
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<PAGE>

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

                            PERFORMANCE AT A GLANCE

                                    PERFORMANCE FOR PERIODS ENDED JULY 31, 1995*


                                       CLASS Y    CLASS A  CLASS B    CLASS C
                                       SHARES      SHARES   SHARES     SHARES
                                       -------    -------  -------    -------
    6-month  total return              +13.8%      +8.4%     +8.4%     +12.4%  
   12-month  total return              +13.6%      +8.2%     +8.1%     +12.1% 
    5-year average annual
      compound return                   +9.9%      +8.9%     +9.6%      +9.8%
   10-year average annual
      compound return                  +10.0%      +9.4%     +9.9%      +9.9%
   Average annual compound return
      since  inception  on  9/7/78     +14.2%     +13.9%    +14.2%     +14.1%

- --------------------------------------------------------------------------------
FIGURES REPRESENT PAST PERFORMANCE, WHICH DOES NOT GUARANTEE FUTURE RESULTS.

* Performance figures include  reinvestment of income dividends and capital gain
distributions,  if any.  Investment  return and principal  value will fluctuate.
Investors' shares, when redeemed,  may be worth more or less than their original
cost.

Effective  1/3/95,  the Fund adopted a multi-class  distribution  arrangement to
issue additional classes of shares,  designated as Class A, Class B and Class C.
The Fund's  performance for its Class A shares  (subject to a maximum  front-end
sales  charge of 4.75%),  its Class B shares  (subject  to a maximum  contingent
deferred sales charge of 5%) and its Class C shares  (subject to a 1% contingent
deferred sales charge within the first year of purchase) for the period prior to
1/3/95,  has been calculated  based on the  performance of the existing  no-load
(Class Y) shares as  adjusted  for any  front-end  or  back-end  sales  charges.
Performance  data  prior to  1/3/95  does not  reflect  any 12b-1  fees,  and if
reflected,  the returns would be lower.  Performance  data beginning from 1/3/95
reflects actual performance including 12b-1 fees.

The Fund may incur 12b-1  expenses  up to an annual  maximum of .75 of 1% of its
aggregate  average daily net assets  attributable  to Class A shares,  1% of its
aggregate average daily net assets  attributable to each its Class B and Class C
shares. For the foreseeable  future,  however,  management intends to limit such
payments  on the Class A shares  to .25 of 1% of the  Fund's  aggregate  average
daily net assets.

The adviser is currently  waiving a portion of the expenses for the Fund's Class
A, B and C shares. Had expenses not been absorbed, returns for Class A, B, and C
shares would have been lower. 
<PAGE>

- --------------------------------------------------------------------------------
STATEMENT OF INVESTMENTS
July 31, 1995 (Unaudited)

COMMON STOCKS -- 62.0%            SHARES         VALUE
                                  ------         -----
AUTOMOTIVE EQUIPMENT
& MANUFACTURING -- 4.0%
Chrysler Corp.                   468,000   $  22,815,000
Ford Motor Co.                   552,600      15,956,325
                                           -------------  
                                              38,771,325
                                           -------------
BANKS -- 9.6%
Amsouth Bancorporation           111,900       3,930,488
BancorpSouth, Inc.                71,000       2,875,500
Bankers Trust New York Corp.     458,500      29,573,250
Barnett Banks, Inc.                2,200         122,100
Boatmen's Bancshares, Inc.        21,000         763,875
CB Bancshares, Inc.              164,000       4,838,000
CCB Financial Corp.               94,850       4,244,538
Citizens Bancorp                  72,000       2,214,000
Deposit Guaranty Corp.           140,000       5,460,000
F & M National Corp.             110,807       1,786,763
First of America Bank Corp.        4,900         201,513
First Tennessee National Corp.    10,000         492,500
First Virginia Banks, Inc.       155,500       5,986,750
Firstbank of Illinois Co.          7,500         204,375
Firstmerit Corp.                   5,600         151,200
Interchange Financial
  Services Corp.*                135,200       2,687,100
Jefferson Bankshares, Inc.       278,251       5,982,397
Magna Group, Inc.                160,000       3,610,000
Meridian Bancorp, Inc.           320,000      12,320,000
One Valley Bancorp of
  West Virginia, Inc.             10,000         307,500
Susquehanna Bancshares, Inc.      49,500       1,274,625
United Bankshares, Inc.            3,500         102,375
USBanCorp, Inc.                  107,320       2,683,000
                                           -------------
                                              91,811,849
                                           -------------
CHEMICALS -- 0.8%
Imperial Chemical Industries
  PLC-ADR                        156,100       7,863,538
                                           -------------
CONSUMER PRODUCTS
& SERVICES -- 3.0%
ADT, Inc.+                       452,772       5,433,264
Flexsteel Industries, Inc.       229,804       2,700,197
Heinz (H.J.) Co.                 200,200       8,683,675
Kellwood Co.                     201,900       3,937,050
Knape & Vogt Manufacturing Co.   250,640       4,104,230
Oxford Industries, Inc.          186,300       3,376,688
Russ Berrie & Co., Inc.           41,700         604,650
                                           -------------
                                              28,839,754
                                           -------------

ENERGY -- 2.1%
CMS Energy Corp.*                394,700       7,055,263
Elf Aquitaine-ADR                 14,100         551,663
Equitable Resources, Inc.        272,700       7,567,425
YPF Sociedad Anonima-ADR         300,000       5,212,500
                                           -------------
                                              20,386,851
                                           -------------
FINANCE & INSURANCE -- 2.2%
Hartford Steam Boiler Inspection
  & Insurance Co.                395,200      17,586,400
Provident Life & Accident Insurance
  Co. of America Cl. B           141,600       3,309,900
                                           -------------
                                              20,896,300
                                           -------------
HEALTH CARE PRODUCTS
& SERVICES -- 6.7%
ADAC Laboratories                728,000       9,737,000
Bristol-Myers Squibb Co.         374,700      25,947,975
Schering-Plough Corp.            217,800      10,127,700
Shared Medical Systems Corp.     102,500       4,266,563
Warner-Lambert Co.               153,600      12,902,400
Zeneca Group PLC-ADR              30,000       1,601,250
                                           -------------
                                              64,582,888
                                           -------------
INDUSTRIAL, COMMERCIAL GOODS
& SERVICES -- 1.0%
Automated Security Holdings
  PLC-ADR+                     1,076,274       1,345,342
Dun & Bradstreet Corp.           151,300       8,510,625
Lindberg Corp.                    47,800         322,650
                                           -------------
                                              10,178,617
                                           -------------
REAL ESTATE -- 11.8%
Bay Apartment Communities, Inc.  125,000       2,484,375
Burnham Pacific Properties, Inc. 155,000       2,208,750
Chelsea GCA Realty, Inc.         174,100       4,831,275
Columbus Realty Trust            522,000      10,048,500
DeBartolo Realty Corp.         1,051,200      15,111,000
Equity Residential Properties 
  Trust                          250,200       7,380,900
Evans Withycombe Residential, 
  Inc.                            63,900       1,230,075
Factory Stores of America, Inc.  170,400       3,748,800
Gables Residential Trust         430,200       9,464,400
Glimcher Realty Trust             66,100       1,412,888
HGI Realty, Inc.*                513,552      12,774,606
Irvine Apartment Communities, 
  Inc.                           138,500       2,423,750
Kranzco Realty Trust*            611,700      11,316,450
Security Capital Pacific Trust    39,591         717,587
Simon Property Group, Inc.       604,100      14,800,450
South West Property Trust, Inc.  336,000       4,032,000
Trinet Corporate Realty Trust, 
  Inc.                           171,900       4,770,225
Tucker Properties Corp.          364,700       4,102,875
                                           -------------
                                             112,858,906
                                           -------------
<PAGE>

- --------------------------------------------------------------------------------
STATEMENT OF INVESTMENTS
July 31, 1995 (Unaudited) (continued)

COMMON STOCKS -- (continued)      SHARES         VALUE
                                  ------         -----
RETAILING -- 2.8%
Jacobson Stores, Inc.             55,500   $     603,562
K Mart Corp.                     167,600       2,639,700
Mercantile Stores Co., Inc.      217,600      10,145,600
Penney (J.C.) Co., Inc.          233,000      11,271,375
Strawbridge & Clothier Cl. A     128,475       2,408,906
                                           -------------
                                              27,069,143
                                           -------------
THRIFT INSTITUTIONS -- 0.6%
CFX Corp.                         94,386       1,592,764
Eagle Financial Corp.             30,800         669,900
People's Savings Financial 
  Corp.*                         149,000       2,942,750
Washington Federal Savings
  & Loan Association of Seattle   17,050         370,838
                                           -------------
                                               5,576,252
                                           -------------
UTILITIES-ELECTRIC -- 11.8%
Atlantic Energy, Inc.            455,400       8,311,050
Commonwealth Energy System         9,900         365,062
FPL Group, Inc.                  402,500      15,395,625
Houston Industries, Inc.         245,600      10,745,000
LG & E Energy Corp.              194,600       7,516,425
PP & L Resources, Inc.           431,100       8,298,675
Public Service Enterprise
  Group, Inc.                    335,000       9,296,250
SCECorp                          727,500      12,458,437
Texas Utilities Co.              391,300      13,255,287
TNP Enterprises, Inc.            515,000       8,433,125
Unicom Corp.                     494,500      13,722,375
Washington Water Power Co.       351,800       5,452,900
                                           -------------
                                             113,250,211
                                           -------------
UTILITIES -- GAS -- 1.2%
Brooklyn Union Gas Co.           162,000       3,948,750
New Jersey Resources Corp.        30,900         733,875
Nicor, Inc.                       91,100       2,311,662
Piedmont Natural Gas Co., Inc.   213,600       4,245,300
                                           -------------
                                              11,239,587
                                           -------------
UTILITIES -- TELEPHONE -- 2.9%
BCE, Inc.                        185,800       5,783,025
Southern New England
  Telecommunications, Corp.      500,700      17,148,975
Telecom Corp. of New Zealand 
  Ltd.                            12,400         795,150
Telefonos de Mexico,
  S.A. de C.V.-ADR++             117,800       3,887,400
                                           -------------
                                              27,614,550
                                           -------------
OTHER SECURITIES-- 1.5%                       13,995,200
                                           -------------
TOTAL COMMON STOCKS
  (COST $623,444,384)                        594,934,971
                                           -------------

CONVERTIBLE PREFERRED
STOCKS -- 21.3%                   SHARES         VALUE
                                  ------         -----
BANKS -- 3.5%
Barnett Banks, Inc.
  $4.00 Cumulative Cv Pfd
  Series C                       193,200      13,717,200
Firstar Corp.
  $1.75 Cumulative Cv Pfd
  Series D                       112,500       4,190,625
Hudson Chartered Bancorp, Inc.
  7.25% Cv Pfd Series B           39,500         464,125
ONBANCorp, Inc.
  6.75% Cv Pfd Series B          351,971       9,591,209
Second Bancorp Inc.
  $1.50 Cumulative Cv Pfd
  Series A-1                      75,000       2,137,500
Union Planters Corp.
  8.00% Cumulative Cv Pfd
  Series E                        96,200       3,415,100
                                           -------------
                                              33,515,759
                                           -------------
BUILDING & CONSTRUCTION -- 0.2%
Southdown, Inc.
  $2.875 Cumulative Cv Pfd
  Series D                        56,500       2,429,500
                                           -------------

BUSINESS EQUIPMENT
& SERVICES -- 1.4%
Ceridian Corp.
  5.50% Cumulative Cv
  Exchangeable Pfd
  Depositary Shares               30,000       2,767,500
General Motors Corp. Cl. E
  $3.25 Cv Pfd Depositary Shares
  Series C                        85,100       5,361,300
National Semiconductor Corp.
  $3.25 Cv Pfd                    54,000       5,292,000
                                           -------------
                                              13,420,800
                                           -------------
CHEMICALS -- 1.5%
Atlantic Richfield Co.
  9.00% Cumulative Cv Pfd        546,500      14,892,125
                                           -------------

ELECTRICAL EQUIPMENT
& ELECTRONICS -- 1.8%
Westinghouse Electric Corp.
  $1.53 Cumulative Cv Pfd
  Series B                       700,000       9,975,000
Westingtonhouse Electric Corp.
  $1.30 Cumulative Cv Pfd
  Series C                       500,000       7,065,000
                                           -------------
                                              17,040,000
                                           -------------
<PAGE>
- --------------------------------------------------------------------------------
CONVERTIBLE PREFERRED
STOCKS -- (CONTINUED)             SHARES         VALUE
                                  ------         -----
ENERGY -- 2.3%
Valero Energy Corp.
  $3.125 Cumulative Cv Pfd       129,700  $    6,403,937
Unocal Corp.
  7.00% Cumlative Cv Pfd         295,000      15,726,450
                                           -------------
                                              22,130,387
                                           -------------
HEALTH CARE PRODUCTS
& SERVICES -- 2.3%
Beverly Enterprises, Inc.
  $2.75 Cumulative Cv Pfd        104,300       5,958,137
FHP International Corp.
  5.00% Cumulative
  Cv Pfd Series A                617,000      15,887,750
                                           -------------
                                              21,845,887
                                           -------------
METAL PRODUCTS & SERVICES -- 5.1%
Freeport-McMoRan
  Copper & Gold, Inc.
  Cv Pfd Depositary Shares
  5.00% Series A                 741,900      19,011,187
  7.00% Exchangeable             715,400      19,852,350
Magma Copper Co.
  Cumulative Cv Pfd
  5.625% Series D                  6,000         392,250
  6.00% Series E                 137,400       9,480,600
                                           -------------
                                              48,736,387
                                           -------------
PAPER & PACKAGING -- 1.0%
Stone Container Corp.
  $1.75 Cumlative Cv Pfd
  Series E                       400,000       9,800,000
                                           -------------
PUBLISHING, BROADCASTING
& ENTERTAINMENT -- 0.3%
AMC Entertainment, Inc.
  $1.75 Cumulative Cv Pfd         88,000       2,596,000
                                           -------------
THRIFT INSTITUTIONS -- 0.5%
Washington Mutual Savings Bank
  $6.00 Noncumulative Cv
  Perpetual Pfd Series D          47,400       4,799,250
                                           -------------
TRANSPORTATION -- 0.4%
Burlington Northern, Inc.
  6.25% Cumulative
  Cv Pfd Series A                 47,800       3,537,200
                                           -------------
UTILITIES -- TELEPHONE -- 1.0%
Philippine Long Distance
  Telephone Co.
  7.00% Series III
  Cumulative Cv Pfd
  Global Depositary Shares       147,500       9,145,000
                                           -------------
TOTAL CONVERTIBLE PREFERRED STOCKS
   (COST $194,304,726)                       203,888,295
                                           -------------

CONVERTIBLE DEBENTURES -- 7.4%    SHARES         VALUE
                                  ------         -----
BANKS -- 0.2%
Magna Group, Inc.
  8.75% Due 11/01/98          $1,500,000     $ 1,537,500
                                           -------------

BUILDING & CONSTRUCTION -- 1.0%
Cemex, S.A. de C.V.
  4.25% Due 11/01/97**         3,100,000       2,511,000
Continental Homes Holding Corp.
  6.875% Due 03/15/02          4,000,000       3,700,000
Medusa Corp.
  6.00% Due 11/05/03           3,270,000       3,270,000
                                           -------------
                                               9,481,000
                                           -------------
BUSINESS EQUIPMENT
& SERVICES -- 0.4%
3Com Corp.
  10.25% Due 11/01/01          2,000,000       2,745,000
Seagate Technology, Inc.
  6.75% Due 05/01/12           1,000,000       1,090,000
                                           -------------
                                               3,835,000
                                           -------------
CONSUMER PRODUCTS
& SERVICES -- 1.1%
Fieldcrest Cannon, Inc.
  6.00% Due 03/15/12           7,427,000       6,090,140
Michael Stores, Inc.
  4.75% Due 01/15/03           5,000,000       4,675,000
                                           -------------
                                              10,765,140
                                           -------------
FINANCE & INSURANCE -- 0.2%
EQUITABLE CO., Inc.
  6.125% Due 12/15/24          2,000,000       2,120,000

HEALTH CARE PRODUCTS
& SERVICES -- 0.2%
Beverly Enterprises, Inc.
  7.625% Due 03/15/03          1,335,000       1,298,287
Maxxim Medical, Inc.
  6.75% Due 03/01/03             950,000         952,375
                                           -------------
                                               2,250,662
                                           -------------
INDUSTRIAL, COMMERCIAL GOODS
& SERVICES -- 1.4%
Avnet, Inc.
  6.00% Due 04/15/12             560,000         681,800
General Signal Corp.
  5.75% Due 06/01/02           5,500,000       5,775,000
Interface, Inc.
  8.00% Due 09/15/13           7,180,000       7,108,200
                                           -------------
                                              13,565,000
                                           -------------
<PAGE>



- --------------------------------------------------------------------------------
STATEMENT OF INVESTMENTS
JULY 31, 1995 (UNAUDITED)

CONVERTIBLE DEBENTURES          PRINCIPAL
- -- (CONTINUED)                     AMOUNT          VALUE
                               ----------          -----
METAL PRODUCTS & SERVICES -- 0.8%
Quanex Corp.
  6.88% Due 06/30/07          $ 8,305,000  $   8,118,138
                                           -------------
PUBLISHING, BROADCASTING
& ENTERTAINMENT -- 1.9%
Time Warner, Inc.
  8.75% Due 01/10/15          17,295,000      18,051,656
                                           -------------
TELECOMMUNICATION SERVICES
& EQUIPMENT -- 0.2%
Jones Intercable, Inc.
  7.50% Due 06/01/07           1,600,000       1,680,000
                                           -------------
TOTAL CONVERTIBLE DEBENTURES
  (COST $71,562,230)                          71,404,096
                                           -------------
SHORT-TERM INVESTMENTS -- 9.1%
U.S. GOVERNMENT & AGENCY
OBLIGATIONS -- 5.5%
Federal Farm Credit Banks
  5.70% Due 08/17/95           9,700,000       9,675,427
Federal Home Loan
  Mortgage Association
  5.63% Due 08/01/95           8,700,000       8,700,000
Federal National
  Mortgage Association
  5.65% to 5.66%
  Due 08/15/95 to 08/23/95    34,400,000      34,290,351
                                           -------------
                                              52,665,778
                                           -------------
COMMERCIAL PAPER -- 3.6%
BMW U.S. Capital Corp.
  5.73% to 5.74%
  Due 08/21/95 to 09/25/95     7,900,000       7,860,328
Dresdner U.S. Finance, Inc.
  5.72% Due 08/17/95           7,300,000       7,281,442
Golden Managers
  Acceptance Corp.
  5.75% Due 08/30/95          12,800,000      12,740,713
Commercial paper
- -- (continued)
National Rural Utilities
  Cooperative Finance Corp.
  5.72% Due 08/25/95           4,600,000  $    4,582,459
Raytheon Co.
  5.71% Due 08/08/95           2,000,000       1,997,779
*                                          -------------
                                              34,462,721
                                           -------------
TOTAL SHORT-TERM INVESTMENTS
  (COST $87,128,499)                          87,128,499
                                           -------------
TOTAL INVESTMENTS
  (COST $976,439,839)               99.8%    957,355,861

OTHER ASSETS AND LIABILITIES -- NET   .2       1,984,681
                                   -----   -------------
TOTAL NET ASSETS                   100.0%   $959,340,542
                                   -----   =============

ADR-American Depositary Receipts.
  +Non-income producing.
  *Investment  in  non-controlled  affiliates-holdings  over  5% of  outstanding
   voting  securities.  During the six  months  ended  July 31,  1995,  the Fund
   recognized $1,123,408 in dividend income.
 **Exempt from registration under Rule 144A of the Securities Act of 1933. These
   securities may be resold in transactions  exempt from registration,  normally
   to  qualified  institutional  buyers.  At July  31,  1995,  these  securities
   amounted to $2,511,000 or .3% of total net assets.
 ++Common stock with the following covered call options outstanding:

                           Shares
                           Subject    Exercise   Expiration
                           to Call      Price       Date           Value
                           -------    --------   ----------        -----
Telefonos de Mexico,
  S.A. de C.V.-ADR ......  58,900        $35       8/18/95       $ 29,450
Telefonos de Mexico,
  S.A. de C.V.-ADR ......  58,900         35      11/17/95        128,402
                                                                 --------
Total covered call options
  (premiums received $319,080)                                   $157,852
                                                                 ========
See accompanying notes to financial statements.

<PAGE>

- --------------------------------------------------------------------------------
STATEMENT OF ASSETS AND LIABILITIES
JULY 31, 1995 (UNAUDITED)




ASSETS:
   Investments at market value (identified cost $976,439,839)      $957,355,861
   Receivable for investment securities sold                         11,509,742
   Dividends and interest receivable                                  4,860,093
   Receivable for Fund shares sold                                      142,955
   Receivable from Adviser                                               14,953
   Prepaid expenses                                                      60,751
- --------------------------------------------------------------------------------
    Total assets                                                    973,944,355
- --------------------------------------------------------------------------------
LIABILITIES:
   Due to custodian bank                                                246,294
   Payable for investment securities purchased                       11,664,488
   Payable for Fund shares repurchased                                1,283,689
   Covered call options written at market value (premium 
      received $319,080)                                                157,852
   Accrued advisory fee                                                 801,626
   Accrued expenses                                                     449,864
- --------------------------------------------------------------------------------
    Total liabilities                                                14,603,813
- --------------------------------------------------------------------------------
NET ASSETS:
   Paid-in capital                                                1,021,125,705
   Accumulated net realized loss on investment transactions         (46,136,692)
   Undistributed net investment income                                3,274,317
   Net unrealized depreciation of investments                       (18,922,788)
- --------------------------------------------------------------------------------
    Net assets                                                     $959,340,542
- --------------------------------------------------------------------------------

CALCULATION OF NET ASSET VALUE PER SHARE:
   CLASS A SHARES
   Net asset value per share
   ($1,964,371/102,860 shares of beneficial interest outstanding)        $19.10
   Sales charge--4.75% of offering price                                    .95
                                                                         ------
   Maximum offering price                                                $20.05
                                                                         ======
   CLASS B SHARES
   Net asset value per share
   ($5,034,624/264,194 shares of beneficial interest outstanding)        $19.06
                                                                         ======
   CLASS C SHARES
   Net asset value per share
   ($148,130/7,775 shares of beneficial interest outstanding)            $19.05
                                                                         ======
   CLASS Y SHARES
   Net asset value per share
   ($952,193,417/49,850,943 shares of beneficial interest outstanding)   $19.10
                                                                         ======
================================================================================
See accompanying notes to financial statements.

<PAGE>
- --------------------------------------------------------------------------------
STATEMENT OF OPERATIONS
FOR THE SIX MONTHS ENDED JULY 31, 1995 (UNAUDITED)

INVESTMENT INCOME:
 Income:
Dividends (net of foreign withholding taxes of $326,575)             $31,700,613
Interest                                                               2,647,581

 Total income                                                         34,348,194

EXPENSES:
   Advisory fee                                      $4,691,811
   Distribution fee-Class A shares                        1,178
   Distribution and shareholder services 
     fees-Class B shares                                 12,932
   Distribution and shareholder services 
     fees-Class C shares                                    421
   Transfer agent fee                                   609,671
   Custodian fee                                        114,050
   Reports and notices to shareholders                  112,700
   Registration and filing fees                          56,696
   Professional fees                                     55,877
   Trustees' fees and expenses                           33,788
   Interest                                              31,633
   Insurance                                             15,081
   Other                                                 30,813
                                                     ----------
                                                      5,766,651
   Less expense reimbursement                           (29,242)
                                                     ----------
    Total expenses                                                     5,737,409
- --------------------------------------------------------------------------------
NET INVESTMENT INCOME                                                 28,610,785
- --------------------------------------------------------------------------------
Net realized and unrealized gain on investments:
   Net realized gain on investments                                    2,701,405
   Net decrease in unrealized depreciation of investments             91,780,502
- --------------------------------------------------------------------------------
Net gain on investments                                               94,481,907
- --------------------------------------------------------------------------------
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS                $123,092,692
================================================================================
See accompanying notes to financial statements.
<PAGE>

- --------------------------------------------------------------------------------
STATEMENT OF CHANGES IN NET ASSETS
                                                  SIX MONTHS
                                                     ENDED         TEN MONTHS
                                                 JULY 31, 1995        ENDED
                                                  (UNAUDITED)   JANUARY 31, 1995
- --------------------------------------------------------------------------------
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
   Net investment income                         $  28,610,785    $  48,729,584
   Net realized gain (loss) on investments           2,701,405      (47,796,906)
   Net decrease in unrealized depreciation of 
     investments                                    91,780,502       18,363,029
- --------------------------------------------------------------------------------
    Net increase in net assets resulting 
       from operations                             123,092,692       19,295,707
 -------------------------------------------------------------------------------
DISTRIBUTIONS TO SHAREHOLDERS FROM:
   NET INVESTMENT INCOME
       Class A shares                                 (27,978)             --
       Class B shares                                 (68,077)             --
       Class C shares                                  (2,344)             --
       Class Y shares                             (27,701,582)      (60,967,416)
- --------------------------------------------------------------------------------
Total distributions from net investment
  income                                           (27,799,981)     (60,967,416)
- --------------------------------------------------------------------------------
IN EXCESS OF NET INVESTMENT INCOME
    Class A shares                                      (3,490)            --
    Class B shares                                     (10,856)            --
    Class C shares                                        (437)            --
- --------------------------------------------------------------------------------
        Total distribution in excess of net 
          investment income                            (14,783)            --
- --------------------------------------------------------------------------------
NET REALIZED GAINS ON INVESTMENTS-CLASS Y SHARES            --      (13,895,906)
- --------------------------------------------------------------------------------
Total distribution to shareholders                 (27,814,764)     (74,863,322)
- --------------------------------------------------------------------------------
FUND SHARE TRANSACTIONS (NOTE 8):
    Net decrease resulting from Fund share 
      transactions                                 (78,326,158)     (66,784,811)
- --------------------------------------------------------------------------------
    Net increase (decrease)  in net assets          16,951,770     (122,352,426)
NET ASSETS:
   Beginning of year                               942,388,772    1,064,741,198
- --------------------------------------------------------------------------------
   End of period (including undistributed net
     investment income of $3,274,317 and 
     $2,478,296, respectively)                    $959,340,542     $942,388,772
================================================================================
See accompanying notes to financial statements.
<PAGE>


- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS
JULY 31, 1995 (UNAUDITED)

NOTE 1--ORGANIZATION

  The  Evergreen  Total  Return  Fund  (the  "Fund")  is  registered  under  the
Investment  Company  Act of 1940,  as amended  (the  "Act"),  as a  diversified,
open-end  management  investment  company.  On September  21,  1994,  the Fund's
Trustees  approved a change in the Fund's accounting and tax year-end from March
31 to January 31. 

NOTE 2--ISSUANCE OF MULTIPLE CLASSES OF SHARES

  On January 3, 1995, the Fund adopted a multiple class distribution program and
created  three new  classes  of shares  designated  Class A, Class B and Class C
shares.  The then existing shares of the Fund were designated  Class Y (no-load)
shares.  Class A shares are offered with a front-end sales charge of 4.75% which
will be reduced on purchases  in excess of $100,000.  Class B shares are offered
with a contingent  deferred  sales charge payable when shares are redeemed which
would  decline  from 5% to zero  over a seven  year  period  (after  which it is
expected  that they will convert to Class A shares).  Class C shares are offered
with a  contingent  deferred  sales charge of 1% on shares  redeemed  during the
first year of  purchase.  All four  classes  of shares  have  identical  voting,
dividend,  liquidation  and other  rights,  except  that  certain  classes  bear
different  distribution  expenses (see Note 5) and have exclusive  voting rights
with respect to their distribution plan. 


NOTE 3--SIGNIFICANT ACCOUNTING POLICIES

  The following is a summary of  significant  accounting  policies  consistently
followed  by the  Fund  in the  preparation  of its  financial  statements.  The
policies are in conformity with generally accepted accounting principles.

   SECURITY  VALUATION:  Portfolio  securities  that are listed on a  securities
   exchange are valued at the last quoted  sales price on the day the  valuation
   is made.  Price  information on listed  securities is taken from the exchange
   where the security is primarily  traded.  Such  securities  not traded on the
   valuation  date are  valued  at the mean  between  the bid and  asked  price.
   Unlisted  securities for which market  quotations  are readily  available are
   valued at a price quoted by one or more brokers.  Debt securities (other than
   short-term  obligations)  are  normally  valued  on the  basis of  valuations
   provided by a pricing  service  when such prices are  believed to reflect the
   value of such  securities.  Securities  for which no  quotations  are readily
   available,  are  valued  at fair  value as  determined  in good  faith by the
   Trustees. Short-term obligations purchased with maturities of 60 days or less
   are  stated at  amortized  cost  which  approximates  market  value.  Cost of
   securities  is  determined  and gains and losses are based upon the  specific
   identification  method for both  financial  statement and Federal  income tax
   purposes.

   FEDERAL TAXES: It is the Fund's policy to comply with the requirements of the
   Internal Revenue Code applicable to regulated  investment  companies,  and to
   distribute  timely all of its  taxable  income and net  capital  gains to its
   shareholders.  Therefore,  no  Federal  income or  excise  tax  provision  is
   required.

   At  January  31,  1995,  the  Fund  had  a  net  capital  loss  carryover  of
   approximately $22,833,000 which will be available through January 31, 2003 to
   offset  future net  capital  gains,  if any,  to the extent  provided  by the
   Treasury  regulations.  To the extent that this  carryover  is used to offset
   future  capital  gains,  it is probable  that the gains so offset will not be
   distributed to shareholders.

   DISTRIBUTIONS TO SHAREHOLDERS:  Distributions to shareholders are recorded on
   the  ex-distribution  date. The amount of  distributions  from net investment
   income and net realized  capital  gains are  determined  in  accordance  with
   Federal  income tax  regulations,  which may differ from  generally  accepted
   accounting  principles.  These "book/tax"  differences are either  considered
   temporary  or  permanent  in nature.  To the  extent  these  differences  are
   permanent  in nature,  such  amounts  are  reclassified  within  the  capital
   accounts based on their Federal tax-basis treatment; temporary differences do
   not  require  reclassification.  Distributions  which  exceed net  investment

<PAGE>

- --------------------------------------------------------------------------------
   income and net realized  capital gains for financial  reporting  purposes but
   not  for  tax  purposes  are  reported  as  distributions  in  excess  of net
   investment income or net realized capital gains. To the extent  distributions
   exceed  current and  accumulated  earnings and profits for Federal income tax
   purposes, they are reported as distributions of paid-in capital.

   ALLOCATION  OF EXPENSES:  Expenses  specifically  identifiable  to a class of
   shares  are  charged to that  class.  Other  expenses  common to the Fund are
   primarily allocated to the classes in the Fund in proportion to net assets.

   OTHER:  Security  transactions  are accounted for on the trade date, the date
   the order to buy or sell is  executed.  Dividend  income is  recorded  on the
   ex-dividend date and interest income is recognized on the accrual basis.

NOTE 4--ADVISORY FEE AND RELATED PARTY TRANSACTIONS

  the adviser,  an affiliate of Lieber & Company,  is the investment  adviser to
the Fund and also furnishes the Fund with administrative  services. The Adviser,
which  is an  indirect,  wholly-owned  subsidiary  of First  Union  Corporation,
succeeded on June 30, 1994 to the  advisory  business of the same name but under
different  ownership.  The Adviser is entitled to a fee,  accrued daily and paid
monthly, for the performance of its services based on a percentage of the Fund's
daily net assets as shown in the table below which was  effective  July 1, 1995.
Advisory fees  calculated for the period  February 1, 1995 through June 30, 1995
were accrued daily at the rate of 1% of daily net assets.

 Advisory Fee         Daily Net Assets
 -----------          ----------------
 1.00%. ...........   on the first $750 million
  .90%. ...........   on the next $250 million
  .80%. ...........   on assets in excess of $1 billion

  For the six months ended July 31,  1995,  the Adviser  voluntarily  reimbursed
Class A, Class B, and Class C shares for certain class specific  expenses in the
amount of  $10,214  for each of the Class A and Class C shares  and  $8,814  for
Class B shares.  The  Adviser  may,  at its  discretion,  revise or cease  these
voluntary reimbursements at any time.

  Total operating expenses of the Fund, exclusive of taxes, interest,  brokerage
fees,  12b-1  distribution  and  shareholder  services  fees  and  extraordinary
expenses are subject to the most  restrictive of state expense  limitations,  as
may be  amended  from time to time,  under the rules and  regulations  of states
where the Fund is  authorized  to sell its  shares.  If in any fiscal  year such
operating  expenses exceed the most restrictive  limitation then in effect,  the
Adviser will reimburse the Fund for the amount of such excess.  Such amount,  if
any,  will be  calculated  daily and  credited on a monthly  basis.  For the six
months  ended  July  31,  1995  the  Fund's  expenses  did not  exceed  the most
restrictive limitation in effect.

  Lieber & Company is the  investment  sub-adviser to the Fund and also provides
brokerage  services with respect to substantially  all security  transactions of
the Fund effected on the New York or American Stock Exchanges.  For transactions
executed during the six months ended July 31, 1995, the Fund incurred  brokerage
commissions of $1,491,577  with Lieber & Company.  For the six months ended July
31,  1995,  Lieber & Company was  reimbursed  by the Adviser,  at no  additional
expense to the Fund, for its cost of providing  investment  advisory services to
the Adviser.

NOTE 5--DISTRIBUTION AND SHAREHOLDER SERVICES FEES

  The Fund has  adopted  for each if its Class A, Class B and Class C shares,  a
Distribution  Plan (the "Plans") pursuant to Rule 12b-1 under the Act. Under the
terms of the  Plans,  the Fund may incur  distribution-related  and  shareholder
servicing-related  expenses  which may not exceed,  as a  percentage  of average
<PAGE>

- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS (CONTINUED)

daily net assets on an annual basis, .75 of 1% of Class A shares and 1% for both
Class B and  Class  C  shares.  The  payments  under  the  Class A Plan  will be
voluntarily limited to .25 of 1%.

  In  connection  with  the  Plans,  the Fund has  entered  into a  distribution
agreement with Evergreen Funds Distributor, Inc. ("EFD"), a subsidiary of Furman
Selz  Incorporated,  whereby the Fund will  compensate EFD for its services at a
rate which may not exceed,  as a  percentage  of average  daily net assets on an
annual  basis,  .25 of 1% for Class A shares  and .75 of 1% for both Class B and
Class C shares.  Such fees are accrued  daily and paid  monthly.  The  Agreement
provides that EFD will use such fees to finance activities that promote the sale
of Class A, Class B and Class C shares.

  A portion of the payments under the Class B and Class C Plans, up to .25 of 1%
of average daily net assets may  constitute a shareholder  services fee. EFD has
entered  into a  Shareholder  Services  Agreement  with  First  Union  Brokerage
Services ("FUBS"), an affiliate of the Adviser, whereby EFD will compensate FUBS
for certain  services  provided to  shareholders  and/or for the  maintenance of
shareholder's  accounts relating to the Fund's Class B and Class C shares.  Such
fees are accrued daily and paid monthly.

NOTE 6--PORTFOLIO TRANSACTIONS

  Cost  of  purchases  and  proceeds  from  sales  of  investments,  other  than
short-term obligations, aggregated $639,237,445 and $755,943,500,  respectively,
for the six months ended July 31, 1995.

  The aggregate cost of  investments  owned at July 31, 1995, for Federal income
tax purposes is  $976,493,965  due to sales of certain  portfolio  securities on
which losses are  deferred for Federal  income tax  purposes.  Gross  unrealized
appreciation  and  depreciation of securities was  $41,395,111 and  $60,533,215,
respectively,  resulting in net unrealized  depreciation  for Federal income tax
purposes of $19,138,104.

NOTE 7--FINANCING AGREEMENT

  The Fund has a financing  agreement  with State Street Bank and Trust  Company
(the "Bank"),  which  provides the Fund with a line of credit,  in the aggregate
amount of the lesser of $50,000,000 or 5% of the value of the Fund's net assets,
to be accessed for temporary or emergency  purposes.  Borrowings  under the line
bear  interest at 1% above the Bank's cost of funds as set  periodically  by the
Bank and are secured by  securities  pledged by the Fund.  During the six months
ended July 31, 1995, the Fund had borrowings  outstanding  for 15 days under the
line of credit  and  incurred  $31,633  in  interest  charges  related  to these
borrowings.  The Fund's  average  amount of debt  outstanding  during the period
aggregated  $869,613 at a weighted  average interest rate of 7.33%. The Fund had
no outstanding borrowings at July 31, 1995.
<PAGE>


NOTE 8--SHARES OF BENEFICIAL INTEREST

  There is an unlimited number of $.001 par value shares of beneficial  interest
authorized,  divided into four classes, designated Class A, Class B, Class C and
Class Y shares. Transaction in shares of beneficial interest were as follows:

                                SIX MONTHS ENDED                     
                                  JULY 31, 1995
                                   (UNAUDITED)
- ------------------------------------------------------
                               SHARES         DOLLARS
- ------------------------------------------------------
CLASS A
Shares sold                   102,750       $1,877,757
Shares issued on reinvestment
   of distributions             1,537           28,981
Shares redeemed                (8,334)        (158,018)
- ------------------------------------------------------
  Net increase                 95,953       $1,748,720
- ------------------------------------------------------
CLASS B
Shares sold                   232,187       $4,234,243
Shares issued on reinvestment
   of distributions             3,895           71,833
Shares redeemed                (6,569)        (122,256)
- ------------------------------------------------------
  Net increase                229,513       $4,183,820
- ------------------------------------------------------
CLASS C
Shares sold                     6,471         $118,260
Shares issued on reinvestment
   of distributions               125            2,289
Shares redeemed                  (211)          (3,718)
- ------------------------------------------------------
  Net increase                  6,385         $116,831
- ------------------------------------------------------
CLASS Y
Shares sold                 1,101,390      $19,936,194
Shares issued on reinvestment
  of distributions          1,375,880       24,934,752
Shares redeemed            (7,126,540)    (129,246,475)
- ------------------------------------------------------
  Net decrease             (4,649,270)    ($84,375,529)
- ------------------------------------------------------
TOTAL NET DECREASE RESULTING
 FROM FUND SHARE
 TRANSACTIONS              (4,317,419)    ($78,326,158)
======================================================


                                 TEN MONTHS ENDED
                                 JANUARY 31, 1995
- ------------------------------------------------------
                               SHARES         DOLLARS
- ------------------------------------------------------
CLASS A*
Shares sold                     6,908         $119,191
Shares redeemed                    --               --
- ------------------------------------------------------
  Net increase                  6,908         $119,191
- ------------------------------------------------------
CLASS B*
Shares sold                    34,681         $598,442
Shares redeemed                    --               --
- ------------------------------------------------------
  Net increase                 34,681         $598,442
- ------------------------------------------------------
CLASS C*
Shares sold                     1,391          $23,953
Shares redeemed                    --               --
- ------------------------------------------------------
  Net increase                  1,391          $23,953
- ------------------------------------------------------
CLASS Y
Shares sold                2,744,616       $49,305,685
Shares issued on reinvestment
   of distributions         3,880,023       68,046,447
Shares redeemed           (10,340,626)    (184,878,529)
- ------------------------------------------------------
  Net decrease             (3,715,987)    ($67,526,397)
- ------------------------------------------------------
TOTAL NET DECREASE
  RESULTING FROM FUND
  SHARES TRANSACTIONS      (3,673,007)    ($66,784,811)
======================================================

*  For  Class  A,  Class B and  Class C, the  Fund  share  transaction  activity
   reflects the period from  commencement of class  operations,  January 3, 1995
   through January 31, 1995.
<PAGE>

<TABLE>
<CAPTION>

- -----------------------------------------------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS




                                  CLASS A SHARES                 CLASS B SHARES                 CLASS C SHARES
                            ---------------------------    ---------------------------    ---------------------------
                           Six Months    For the Period    Six Months   For the Period    Six Months   For the Period
                              Ended      January 3, 1995*     Ended     January 3, 1995*     Ended     January 3, 1995*
                          July 31, 1995     through      July 31, 1995     through      July 31, 1995     through
PER SHARE DATA             (unaudited)  January 31, 1995   (unaudited) January 31, 1995   (unaudited) January 31, 1995
- -----------------------------------------------------------------------------------------------------------------------
<S>                           <C>            <C>             <C>            <C>             <C>            <C>   
Net asset value,
  beginning of year           $17.28         $17.09          $17.28         $17.09          $17.27         $17.09

Income from investment
  operations:
  Net investment income          .49            .02             .48            .02             .48            .01
  Net realized and
    unrealized gain (loss)
    on investments              1.87            .17            1.80         .17               1.80         .17
- -----------------------------------------------------------------------------------------------------------------------
      Total from investment
        operations              2.36            .19            2.28         .19               2.28         .18
- -----------------------------------------------------------------------------------------------------------------------
Less distributions 
   to shareholders from:
  Net investment income         (.51)            --            (.50)            --            (.49)            --
  In excess of net
    investment income           (.03)            --              --             --            (.01)            --
- -----------------------------------------------------------------------------------------------------------------------
      Total distributions       (.54)            --            (.50)            --            (.50)            --
- -----------------------------------------------------------------------------------------------------------------------
Net asset value, end of 
  period                      $19.10         $17.28          $19.06         $17.28          $19.05         $17.27
=======================================================================================================================

TOTAL RETURN                   13.8%           1.1%           13.4%           1.1%           13.4%           1.1%  
RATIOS &
SUPPLEMENTAL DATA

Net assets, end of period
  (in millions)                $1,965           $119           $5,035         $599             $148            $24
Ratios to average net assets:
  Expenses++                    1.34%(a)       1.45%           2.09%(a)       2.23%           2.08%(a)       2.22%
  Net investment income++       5.91%(a)       4.09%           5.22%(a)       3.23%           5.51%(a)       2.68%
Portfolio turnover rate**         71%           151%              71%          151%             71%           151%
=======================================================================================================================
</TABLE>

  *Commencement of class operations.
 **Portfolio  turnover rate is not  annualized.  For the period  January 3, 1995
   through  January 31, 1995,  the rate is  calculated  for the ten month period
   ended January 31, 1995.
  +Total  return  is  calculated  on net asset  value per share for the  periods
   indicated and is not annualized.  Initial sales charge or contingent deferred
   sales charges are not reflected.
 ++Annualized.  Due to the recent commencement of their offering, the ratios for
   Class A, Class B and Class C shares are not necessarily comparable to that of
   the Class Y shares, and are not necessarily indicative of future ratios.
(a)Net of voluntary expense  reimbursements.  If the Fund had borne all expenses
   that were assumed by the Adviser,  the annualized  ratios of expenses and net
   investment  income  (loss) to  average  daily net  assets  would be 3.51% and
   3.74%, respectively,  for Class A shares, 2.77% and 4.54%, respectively,  for
   Class B shares and 26.12% and (18.53%), respectively, for Class C shares.
See accompanying notes to financial statements.


<PAGE>

<TABLE>
<CAPTION>

- -----------------------------------------------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
CLASS Y SHARES
                                        SIX MONTHS     TEN MONTHS
                                           ENDED          ENDED
                                       JULY 31, 1995   JANUARY 31,                   YEAR ENDED MARCH 31,
                                                                     ---------------------------------------------------------------
PER SHARE DATA                           (UNAUDITED)      1995*        1994         1993         1992         1991         1990
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                        <C>          <C>          <C>          <C>          <C>          <C>          <C>    
Net asset value, beginning of year         $ 17.28      $ 18.29      $ 20.90      $ 18.82      $ 18.12      $ 18.26      $ 17.92
- ------------------------------------------------------------------------------------------------------------------------------------
Income (loss) from investment operations:
   Net investment income                       .56          .87         1.08         1.11         1.08         1.02         1.07
   Net realized and unrealized
     gain (loss) on investments               1.80         (.55)       (1.41)        2.51          .70         (.08)         .36
- ------------------------------------------------------------------------------------------------------------------------------------
       Total from investment
         operations                           2.36          .32         (.33)        3.62         1.78          .94         1.43
- ------------------------------------------------------------------------------------------------------------------------------------
Less distributions to shareholders from:
   Net investment income                      (.54)       (1.08)       (1.08)       (1.08)       (1.08)       (1.08)       (1.09)
   Net realized gains                         --           (.25)       (1.20)        (.46)        --           --           --
- ------------------------------------------------------------------------------------------------------------------------------------
       Total distributions                    (.54)       (1.33)       (2.28)       (1.54)       (1.08)       (1.08)       (1.09)
- ------------------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period             $ 19.10      $ 17.28      $ 18.29      $ 20.90      $ 18.82      $ 18.12      $ 18.26
====================================================================================================================================
TOTAL RETURN+                                13.8%         1.9%        (2.1)%       20.2%        10.2%         5.8%         7.9%
RATIOS & SUPPLEMENTAL DATA:
Net assets, end of period
   (in millions)                            $  952       $  942       $1,065       $1,142       $1,032       $1,151       $1,292

Ratios to average net assets:
   Expenses                                   1.22%++    1.24% ++       1.18%        1.18%        1.21%        1.23%        1.18%
   Net investment income                      6.08%++      5.70%++      5.29%        5.65%        5.73%        5.90%        5.64%
Portfolio turnover rate**                       71%         151%         106%         164%         137%         137%          89%
====================================================================================================================================
</TABLE>
* On September 21, 1994, the Fund's Trustees  approved a change in the Fund's
  fiscal year end from March 31 to January  31. **  Portfolio  turnover  rate is
  calculated for the periods indicated and is not annualized.
+ Total return is calculated for the periods indicated and is not annualized.
++Annualized.

See accompanying notes to financial statements.

<PAGE>
- --------------------------------------------------------------------------------
EVERGREEN FAMILY OF FUNDS

DOMESTIC GROWTH FUNDS
U.S. Real Estate Equity Fund
Aggressive Growth Fund
Limited Market Fund
Evergreen Fund

INTERNATIONAL/GLOBAL GROWTH FUNDS
Global Real Estate Equity Fund
Emerging Markets Growth Fund
International Equity Fund

GROWTH AND INCOME FUNDS
Growth & Income Fund
Value Fund
Total Return Fund
Evergreen Foundation Fund
Balanced Fund
American Retirement Fund

SPECIALTY GROWTH AND INCOME FUNDS
Small Cap Equity Income Fund
Tax Strategic Foundation Fund
Utility Fund

INCOME FUNDS
U.S. Government Fund
Fixed Income Fund

STATE TAX-FREE FUNDS
Florida High Income Municipal Bond Fund
Florida Municipal Bond Fund
Georgia Municipal Bond Fund
North Carolina Municipal Bond Fund
South Carolina Municipal Bond Fund
Virginia Municipal Bond Fund

TAX FREE FUNDS
High Grade Tax Free Fund
Short-Intermediate Municipal Fund-California
Short-Intermediate Municipal Fund

MONEY MARKET FUNDS
Money Market Fund
Tax Exempt Money Market Fund
Treasury Money Market Fund
<PAGE>
          TRUSTEES
          Laurence B. Ashkin
          Foster Bam
          James S. Howell
          Robert J. Jeffries
          Gerald M. McDonnell
          Thomas L. McVerry
          William Walt Pettit
          Russell A. Salton, III, M.D.
          Michael S. Scofield

          INVESTMENT ADVISER
          Evergreen Asset Management Corp.
          2500 Westchester Avenue
          Purchase, New York 10577

          CUSTODIAN & TRANSFER AGENT
          State Street Bank and Trust Company

          INDEPENDENT ACCOUNTANTS
          Ernst & Young LLP

          LEGAL COUNSEL
          Sullivan & Worcester

          DISTRIBUTOR
          Evergreen Funds Distributor, Inc.


          The  investment  adviser to the  Evergreen  Funds is  Evergreen  Asset
          Management  Corp.,  which is wholly owned by First Union National Bank
          of North Carolina. Investments in the Evergreen Funds are not endorsed
          or guaranteed by First Union, are not deposits or other obligations of
          First  Union,  are not  insured  or  otherwise  protected  by the U.S.
          Government,  the  FDIC or any  other  government  agency  and  involve
          investment risks, including possible loss of principal.

          The Evergreen  Funds are sponsored and  distributed by Evergreen Funds
          Distributor, Inc. which is independent of Evergreen and First Union.

          The financial information included herein is taken from the records of
          the Fund without  examination by the Fund's  independent  accountants,
          who do not express an opinion thereon.


          EVERGREEN TOTAL RETURN FUND
          2500 Westchester Avenue
          Purchase, New York 10577                      #536731


EVERGREEN
TOTAL RETURN FUND


SEMI-ANNUAL REPORT       [LOGO]
JULY 31, 1995


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