EVERGREEN MONEY MARKET TRUST
497, 1995-07-10
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  PROSPECTUS                                                     July 7, 1995

  EVERGREEN(SM) MONEY MARKET FUNDS               (Evergreen logo appears here)


  EVERGREEN MONEY MARKET FUND
  EVERGREEN TAX EXEMPT MONEY MARKET FUND
  EVERGREEN TREASURY MONEY MARKET FUND

  CLASS A SHARES
  CLASS B SHARES

           The EVERGREEN MONEY MARKET FUNDS (the "Funds") are designed to
  provide investors with current income, stability of principal and
  liquidity. This Prospectus provides information regarding the Class A
  offered by the Funds and the Class B shares offered by the EVERGREEN MONEY
  MARKET FUND. Each Fund is, or is a series of, an open-end, diversified,
  management investment company. This Prospectus sets forth concise
  information about the Funds that a prospective investor should know before
  investing. The address of the Funds is 2500 Westchester Avenue, Purchase,
  New York 10577.

           A "Statement of Additional Information" for the Funds dated July
  7, 1995 has been filed with the Securities and Exchange Commission and is
  incorporated by reference herein. The Statement of Additional Information
  provides information regarding certain matters discussed in this Prospectus
  and other matters which may be of interest to investors, and may be
  obtained without charge by calling the Funds at (800) 807-2940. There can
  be no assurance that the investment objective of any Fund will be achieved.
  Investors are advised to read this Prospectus carefully.

  THE SHARES OFFERED BY THIS PROSPECTUS ARE NOT DEPOSITS OR OBLIGATIONS OF
  FIRST UNION OR ANY SUBSIDIARIES OF FIRST UNION, ARE NOT ENDORSED OR
  GUARANTEED BY FIRST UNION OR ANY SUBSIDIARIES OF FIRST UNION, AND ARE NOT
  INSURED OR OTHERWISE PROTECTED BY THE FEDERAL DEPOSIT INSURANCE
  CORPORATION, THE FEDERAL RESERVE BOARD, OR ANY OTHER GOVERNMENT AGENCY AND
  INVOLVE RISK, INCLUDING THE POSSIBLE LOSS OF PRINCIPAL.

  AN INVESTMENT IN THE FUNDS IS NEITHER INSURED NOR GUARANTEED BY THE U.S.
  GOVERNMENT, AND THERE CAN BE NO ASSURANCE THAT THE FUNDS WILL BE ABLE TO
  MAINTAIN A STABLE NET ASSET VALUE OF $1.00 PER SHARE.
  THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
  AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
  SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
  PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION
  TO THE CONTRARY IS A CRIMINAL OFFENSE.

                   KEEP THIS PROSPECTUS FOR FUTURE REFERENCE

  EVERGREEN(SM) is a Service Mark of Evergreen Asset Management Corp.
  Copyright 1995, Evergreen Asset Management Corp.
 
<PAGE>
                               TABLE OF CONTENTS
<TABLE>
<S>                                                       <C>
OVERVIEW OF THE FUNDS                                       2
EXPENSE INFORMATION                                         3
FINANCIAL HIGHLIGHTS                                        5
DESCRIPTION OF THE FUNDS
         Investment Objectives and Policies                10
         Investment Practices and Restrictions             13
MANAGEMENT OF THE FUNDS
         Investment Advisers                               14
         Sub-Adviser                                       15
         Distribution Plans and Agreements                 16
PURCHASE AND REDEMPTION OF SHARES
         How to Buy Shares                                 16
         How to Redeem Shares                              18
         Exchange Privilege                                19
         Shareholder Services                              20
         Effect of Banking Laws                            21
OTHER INFORMATION
         Dividends, Distributions and Taxes                21
         General Information                               22
</TABLE>
 
                             OVERVIEW OF THE FUNDS
       The following summary is qualified in its entirety by the more detailed
information contained elsewhere in this Prospectus. See "Description of the
Funds" and "Management of the Funds".
       The Investment Adviser to EVERGREEN MONEY MARKET FUND and EVERGREEN TAX
EXEMPT MONEY MARKET FUND is Evergreen Asset Management Corp. ("Evergreen Asset")
which, with its predecessors, has served as an investment adviser to the
Evergreen Funds since 1971. Evergreen Asset is a wholly-owned subsidiary of
First Union National Bank of North Carolina ("FUNB"), which in turn is a
subsidiary of First Union Corporation, one of the ten largest bank holding
companies in the United States. The Capital Management Group of FUNB ("CMG")
serves as investment adviser to EVERGREEN TREASURY MONEY MARKET FUND.
       EVERGREEN MONEY MARKET FUND seeks as high a level of current income as is
consistent with preserving capital and providing liquidity. The Fund will invest
only in high quality money market instruments.
       EVERGREEN TAX EXEMPT MONEY MARKET FUND seeks as high a level of current
income exempt from Federal income tax as is consistent with preserving capital
and providing liquidity. The Fund invests substantially all of its assets in
short-term municipal securities, the interest from which is exempt from Federal
income tax.
       EVERGREEN TREASURY MONEY MARKET FUND (formerly First Union Treasury Money
Market Portfolio) seeks to achieve stability of principal and current income
consistent with stability of principal.
       Each Fund seeks to maintain a stable net asset value of $1.00 per share
although no assurances can be given that such a stable net asset value will be
maintained.
    THERE IS NO ASSURANCE THAT THE INVESTMENT OBJECTIVE OF ANY FUND WILL BE
                                   ACHIEVED.
                                       2
 
<PAGE>
                              EXPENSE INFORMATION
       The table set forth below summarizes the shareholder transaction costs
associated with an investment in Class A shares of each Fund, and in the case of
EVERGREEN MONEY MARKET FUND, Class B Shares. For further information see
"Purchase and Redemption of Fund Shares" and "General Information -- Other
Classes of Shares".
<TABLE>
<CAPTION>
                                                                              Class B Shares
SHAREHOLDER TRANSACTION EXPENSES              Class A Shares        (Evergreen Money Market Fund only)
<S>                                           <C>              <C>                                            <C>
Maximum Sales Charge Imposed on Purchases          None                            None
Sales Charge on Dividend Reinvestments             None                            None
Contingent Deferred Sales Charge (as a % of        None        5% during the first year, 4% during the
original purchase price or redemption                          second year, 3% during the third and fourth
proceeds, whichever is lower)                                  years, 2% during the fifth year, 1% during
                                                               the sixth and seventh years and 0% after the
                                                               seventh year
Redemption Fee                                     None                            None
Exchange Fee                                       None                            None
</TABLE>
 
       The following tables show for each Fund the estimated annual operating
expenses (as a percentage of average net assets) attributable to each Class of
Shares, together with examples of the cumulative effect of such expenses on a
hypothetical $1,000 investment in each Class for the periods specified assuming
(i) a 5% annual return, and (ii) redemption at the end of each period and,
additionally for Class B shares, no redemption at the end of each period.
       In the following examples (i) the expenses for Class B Shares assume
deduction at the time of redemption (if applicable) of the maximum contingent
deferred sales charge applicable for that time period and (ii) the expenses for
Class B Shares reflect the conversion to Class A Shares eight years after
purchase (years eight through ten, therefore, reflect Class A expenses).
EVERGREEN MONEY MARKET FUND (A)
<TABLE>
<CAPTION>
                                                                                                           EXAMPLES
                                                                                                    Assuming          Assuming
                                      ANNUAL OPERATING                                             Redemption            no
                                         EXPENSES*                                              at End of Period     Redemption
                                     Class A    Class B                                        Class A    Class B     Class B
<S>                                  <C>        <C>       <C>                                  <C>        <C>        <C>
Advisory Fees                          .50%       .50%
                                                          After 1 Year                          $  10      $  67        $ 17
12b-1 Fees **                          .30%      1.00%
                                                          After 3 Years                         $  32      $  84        $ 54
Other Expenses                         .21%       .21%
                                                          After 5 Years                         $  56      $ 113        $ 93
                                                          After 10 Years                        $ 123      $ 175        $175
Total                                 1.01%      1.71%
</TABLE>
 
EVERGREEN TAX EXEMPT MONEY MARKET FUND (B)
<TABLE>
<CAPTION>
                                                                                                       EXAMPLES
                                       ANNUAL OPERATING                                          Assuming Redemption
                                          EXPENSES*                                                at End of Period
                                           Class A                                                     Class A
<S>                                  <C>                    <C>                                  <C>                     <C>
Advisory Fees                                .50%
                                                            After 1 Year                                 $  9
12b-1 Fees **                                .30%
                                                            After 3 Years                                $ 27
Other Expenses                               .05%
                                                            After 5 Years                                $ 47
                                                            After 10 Years                               $105
Total                                        .85%
</TABLE>
 
EVERGREEN TREASURY MONEY MARKET FUND
<TABLE>
<CAPTION>
                                                                                                       EXAMPLES
                                       ANNUAL OPERATING                                          Assuming Redemption
                                          EXPENSES*                                                at End of Period
                                           Class A                                                     Class A
<S>                                  <C>                    <C>                                  <C>                     <C>
Advisory Fees                                .35%
                                                            After 1 Year                                 $  7
Administrative Fees                          .06%
                                                            After 3 Years                                $ 23
12b-1 Fees**                                 .30%
                                                            After 5 Years                                $ 40
Other Expenses                               .05%
                                                            After 10 Years                               $ 90
Total                                        .76%
</TABLE>
 
                                       3
 
<PAGE>
(a) Estimated annual operating expenses reflect the combination of EVERGREEN
    MONEY MARKET FUND and FIRST UNION MONEY MARKET PORTFOLIO.
(b) Estimated annual operating expenses reflect the combination of EVERGREEN TAX
    EXEMPT MONEY MARKET FUND and FIRST UNION TAX EXEMPT MONEY MARKET PORTFOLIO.
       Evergreen Asset has agreed to reimburse EVERGREEN MONEY MARKET FUND and
EVERGREEN TAX EXEMPT MONEY MARKET FUND to the extent that the Fund's aggregate
annual operating expenses (including the Adviser's fee, but excluding taxes,
interest, brokerage commissions, Rule 12b-1 distribution fees and shareholder
services fees and extraordinary expenses) exceed 1% of the average net assets
for any fiscal year.
*The annual operating expenses and examples do not reflect the voluntary fee
waivers of .39 of 1% of average net assets for EVERGREEN MONEY MARKET FUND and
 .30 of 1% of average net assets for EVERGREEN TAX EXEMPT MONEY MARKET FUND for
the fiscal period ended August 31, 1994, and .28 of 1% of average net assets for
EVERGREEN TREASURY MONEY MARKET FUND for the fiscal period ended December 31,
1994.
**Class A Shares can pay up to .75 of 1% of average net assets as a 12b-1 Fee.
For the foreseeable future, the Class A Share's 12b-1 Fees will be limited to
 .30 of 1% of average net assets. For Class B Shares of EVERGREEN MONEY MARKET
FUND, a portion of the 12b-1 Fees equivalent to .25 of 1% of average net assets
will be shareholder servicing related. Distribution related 12b-1 fees will be
limited to .75 of 1% of average net assets as permitted under the rules of the
National Association of Securities Dealers, Inc.
From time to time, each Fund's investment adviser may, at its discretion, waive
its fee or reimburse a Fund for certain of its expenses in order to reduce a
Fund's expense ratio. The investment adviser may cease these voluntary waivers
or reimbursements at any time.
       The purpose of the foregoing table is to assist an investor in
understanding the various costs and expenses that an investor in each Class of
Shares of the Funds will bear directly or indirectly. The amounts set forth both
in the tables and in the examples are estimated amounts based on the experience
of each Fund for the most recent fiscal period. Such expenses have been restated
to reflect current fee arrangements and in the case of Funds that did not offer
all of the above-referenced Classes of shares during such periods, the amounts
set forth in the tables are based on the expenses incurred by the Classes which
were offered. THE EXAMPLES SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR
FUTURE EXPENSES OR ANNUAL RETURN. ACTUAL EXPENSES AND ANNUAL RETURN MAY BE
GREATER OR LESS THAN THOSE SHOWN. For a more complete description of the various
costs and expenses borne by the Funds see "Management of the Funds". As a result
of asset-based sales charges, long-term shareholders may pay more than the
economic equivalent of the maximum front-end sales charges permitted under the
rules of the National Association of Securities Dealers, Inc.
                                       4
 
<PAGE>
                              FINANCIAL HIGHLIGHTS
       The tables on the following pages present, for each Fund, financial
highlights for a share outstanding throughout each period indicated. The
information in the tables for the five most recent fiscal years or the life of
the fund if shorter for EVERGREEN TREASURY MONEY MARKET FUND has been audited by
KPMG Peat Marwick LLP, the Fund's independent auditors, for EVERGREEN MONEY
MARKET FUND and EVERGREEN TAX EXEMPT MONEY MARKET FUND has, except as noted
otherwise, been audited by Price Waterhouse LLP, each Fund's independent
auditors. A report of KPMG Peat Marwick LLP or Price Waterhouse LLP, as the case
may be, on the audited information with respect to each Fund is incorporated by
reference in the Fund's Statement of Additional Information. The following
information for each Fund should be read in conjunction with the financial
statements and related notes which are incorporated by reference in the Fund's
Statement of Additional Information.
       Further information about a Fund's performance is contained in the Fund's
annual report to shareholders, which may be obtained without charge.
EVERGREEN MONEY MARKET FUND -- Y SHARES
<TABLE>
<CAPTION>
                                                                                                                      NOVEMBER 2,
                                                                       TEN MONTHS                                        1987*
                                                    SIX MONTHS ENDED     ENDED                                          THROUGH
                                                    FEBRUARY 28, 1995  AUGUST 31,       YEAR ENDED OCTOBER 31,        OCTOBER 31,
                                                       (UNAUDITED)       1994 #    1993   1992   1991   1990   1989      1988
<S>                                                 <C>                <C>         <C>    <C>    <C>    <C>    <C>    <C>
PER SHARE DATA
Net asset value, beginning of period...............       $1.00          $ 1.00    $1.00  $1.00  $1.00  $1.00  $1.00     $1.00
Income from investment operations:
Net investment income..............................         .02             .03      .03    .04    .07    .08    .09       .07
  Total from investment operations.................         .02             .03      .03    .04    .07    .08    .09       .07
Less distributions to shareholders from net
  investment income................................        (.02)           (.03)    (.03)  (.04)  (.07)  (.08)  (.09)     (.07)
Net asset value, end of period.....................       $1.00          $ 1.00    $1.00  $1.00  $1.00  $1.00  $1.00     $1.00
TOTAL RETURN+......................................        2.4%            2.9%     3.2%   4.2%   6.7%   8.4%   9.4%      7.4%
RATIOS & SUPPLEMENTAL DATA
Net assets, end of period (in millions)............        $244            $273     $299   $358   $438   $458   $408      $161
Ratios to average net assets:
  Expenses (a).....................................        .54%++          .32%++   .39%   .36%   .30%   .35%   .38%      .43%++
  Net investment income (a)........................       4.88%++         3.46%++  3.19%  4.18%  6.53%  8.08%  9.42%     7.26%++
</TABLE>
 
#  On September 21, 1994, the Fund changed its fiscal year end from October 31
   to August 31.
*  Commencement of operations.
+  Total return is calculated for the periods indicated and is not annualized.
++  Annualized.
(a) Net of expense waivers and reimbursements. If the Fund had borne all
    expenses that were assumed or waived by the investment adviser, the
    annualized ratios of expenses and net investment income to average net
    assets, exclusive of any applicable state expense limitations, would have
    been the following:
<TABLE>
<CAPTION>
                                         SIX MONTHS
                                           ENDED       TEN MONTHS
                                        FEBRUARY 28,     ENDED                                                   NOVEMBER 2, 1987
                                            1995       AUGUST 31,             YEAR ENDED OCTOBER 31,                 THROUGH
                                        (UNAUDITED)       1994       1993     1992     1991     1990     1989    OCTOBER 31, 1988
<S>                                     <C>            <C>          <C>      <C>      <C>      <C>      <C>      <C>
Expenses..............................       .74%          .71%       .71%     .72%     .70%     .69%     .75%          .93%
Net investment income.................      4.68%         3.07%      2.87%    3.82%    6.13%    7.74%    9.05%         6.76%
</TABLE>
 
                                       5
 
<PAGE>
EVERGREEN MONEY MARKET FUND -- CLASS A AND B SHARES
<TABLE>
<CAPTION>
                                                                                          CLASS A SHARES       CLASS B SHARES
                                                                                         JANUARY 4, 1995*     JANUARY 26, 1995*
                                                                                              THROUGH              THROUGH
                                                                                         FEBRUARY 28, 1995    FEBRUARY 28, 1995
                                                                                            (UNAUDITED)          (UNAUDITED)
<S>                                                                                      <C>                  <C>
PER SHARE DATA
Net asset value, beginning of period..................................................        $ 1.000              $ 1.000
Income from investment operations:
  Net investment income...............................................................           .008                 .004
  Total income from investment operations.............................................           .008                 .004
Less distributions to shareholders from net investment income.........................          (.008)               (.004)
Net asset value, end of period........................................................        $ 1.000              $ 1.000
TOTAL RETURN+.........................................................................            .8%                  .4%
RATIOS & SUPPLEMENTAL DATA
Net assets, end of period (000's omitted).............................................           $668                  $35
Ratios to average net assets:
  Expenses (a)........................................................................           .85%++              1.56%++
  Net investment income (a)...........................................................          5.40%++              5.03%++
</TABLE>
 
*  Commencement of class operations.
+  Total return is calculated on net asset value. Contingent deferred sales
   charge is not reflected. Total return is calculated for the periods indicated
   and is not annualized.
++  Annualized. Due to the recent commencement of their offering, the ratios for
    Class A and Class B shares are not necessarily comparable to that of the
    Class Y shares, and are not necessarily indicative of future ratios.
(a) Net of expense waivers and reimbursements. If the Fund had borne all
    expenses that were assumed or waived by the investment adviser, the
    annualized ratios of expenses and net investment income to average net
    assets, exclusive of any applicable state expense limitations, would have
    been the following:
<TABLE>
<CAPTION>
                                                               CLASS A SHARES        CLASS B SHARES
                                                               JANUARY 4, 1995      JANUARY 26, 1995
                                                                   THROUGH              THROUGH
                                                              FEBRUARY 28, 1995    FEBRUARY 28, 1995
                                                                 (UNAUDITED)          (UNAUDITED)
<S>                                                           <C>                  <C>
Expenses...................................................         1.30%                 2.00%
Net investment income......................................         4.95%                 4.59%
</TABLE>
 
                                       6
 
<PAGE>
EVERGREEN TAX EXEMPT MONEY MARKET FUND -- CLASS Y SHARES
<TABLE>
<CAPTION>
                                             SIX MONTHS ENDED
                                            FEBRUARY 28, 1995                   YEAR ENDED AUGUST 31,
                                               (UNAUDITED)           1994      1993      1992      1991      1990
<S>                                       <C>                       <C>       <C>       <C>       <C>       <C>
PER SHARE DATA
Net asset value, beginning of period                   $1.00         $1.00     $1.00     $1.00     $1.00     $1.00
Income from investment operations:
  Net investment income................                  .02           .02       .03       .04       .05       .06
    Total from investment operations...                  .02           .02       .03       .04       .05       .06
Less distributions to shareholders from
  net investment income................                 (.02    )     (.02)     (.03)     (.04)     (.05)     (.06)
Net asset value, end of period.........                $1.00         $1.00     $1.00     $1.00     $1.00     $1.00
TOTAL RETURN+..........................                 1.7%          2.5%      2.6%      3.7%      5.5%      6.2%
RATIOS & SUPPLEMENTAL DATA
Net assets, end of period (in
  millions)............................                 $387          $402      $401      $417      $510      $311
Ratios to average net assets:
  Expenses (a).........................                 .51%    ++    .34%      .34%      .32%      .28%      .31%
  Net investment income (a)............                3.34%    ++   2.47%     2.58%     3.72%     5.23%     5.94%
<CAPTION>
                                           NOVEMBER 2,
                                          1988* THROUGH
                                         AUGUST 31, 1989
<S>                                       <C>
PER SHARE DATA
Net asset value, beginning of period           $1.00
Income from investment operations:
  Net investment income................          .05
    Total from investment operations...          .05
Less distributions to shareholders from
  net investment income................         (.05)
Net asset value, end of period.........        $1.00
TOTAL RETURN+..........................         5.5%
RATIOS & SUPPLEMENTAL DATA
Net assets, end of period (in
  millions)............................         $109
Ratios to average net assets:
  Expenses (a).........................         .24%++
  Net investment income (a)............        6.77%++
</TABLE>
 
*  Commencement of operations.
+  Total return is calculated for the period indicated and is not annualized.
++  Annualized.
(a) Net of expense waivers and reimbursements. If the Fund had borne all
    expenses that were assumed or waived by the investment adviser, the
    annualized ratios of expenses and net investment income to average net
    assets, exclusive of any applicable state expense limitations, would have
    been the following:
<TABLE>
<CAPTION>
                                          SIX MONTHS ENDED                                                   NOVEMBER 2, 1988
                                          FEBRUARY 28, 1995              YEAR ENDED AUGUST 31,              THROUGH AUGUST 31,
                                             (UNAUDITED)       1994     1993     1992     1991     1990            1989
<S>                                       <C>                  <C>      <C>      <C>      <C>      <C>      <C>
Expenses...............................          .64%           .64%     .63%     .63%     .66%     .71%            .79%
Net investment income..................         3.21%          2.17%    2.29%    3.41%    4.85%    5.54%           6.22%
</TABLE>
 
                                       7
 
<PAGE>
EVERGREEN TAX EXEMPT MONEY MARKET FUND -- CLASS A SHARES
<TABLE>
<CAPTION>
                                                                                                             JANUARY 5, 1995*
                                                                                                                  THROUGH
                                                                                                             FEBRUARY 28, 1995
                                                                                                                (UNAUDITED)
<S>                                                                                                          <C>
PER SHARE DATA
Net asset value, beginning of period......................................................................        $ 1.000
Income from investment operations:
  Net investment income...................................................................................           .005
  Total from investment operations........................................................................           .005
Distributions to shareholders from net investment income..................................................          (.005)
Net asset value, end of period............................................................................        $ 1.000
TOTAL RETURN+.............................................................................................            .5%
RATIOS & SUPPLEMENTAL DATA
Net assets, end of period (000's omitted).................................................................           $144
Ratios to average net assets:
  Expenses (a)............................................................................................           .83%++
  Net investment income (a)...............................................................................          3.53%++
</TABLE>
 
*  Commencement of class operations.
+  Total return is calculated on net asset value per share for the period
   indicated and is not annualized.
++  Annualized. Due to the recent commencement of its offering, the ratios for
    Class A shares are not necessarily comparable to that of the Class Y shares,
    and are not necessarily indicative of future ratios.
(a) Net of expense waivers and reimbursements. If the Fund had borne all
    expenses that were assumed or waived by the investment adviser, the
    annualized ratios of expenses and net investment income to average net
    assets, exclusive of any applicable state expense limitations, would have
    been the following:
<TABLE>
<CAPTION>
                                                                                JANUARY 5, 1995
                                                                           THROUGH FEBRUARY 28, 1995
                                                                                  (UNAUDITED)
<S>                                                                        <C>
Expenses................................................................             1.30%
Net investment income...................................................             3.06%
</TABLE>
 
                                       8
 
<PAGE>
EVERGREEN TREASURY MONEY MARKET FUND
<TABLE>
<CAPTION>
                                                CLASS A SHARES                                       CLASS Y SHARES
                                                                 MARCH 6, 1991*                                       MARCH 6, 1991*
                                                                    THROUGH                                              THROUGH
                                YEAR ENDED DECEMBER 31,           DECEMBER 31,          YEAR ENDED DECEMBER 31,        DECEMBER 31,
                               1994       1993       1992             1991             1994       1993       1992          1991
<S>                          <C>        <C>        <C>        <C>                    <C>        <C>        <C>        <C>
PER SHARE DATA
Net asset value, beginning
  of period................     $1.00      $1.00      $1.00            $1.00            $1.00      $1.00      $1.00         $1.00
Income from investment
  operations:
Net investment income......       .04        .03        .03              .04              .04        .03        .04           .05
Less distributions to
  shareholders from net
  investment income........      (.04)      (.03)      (.03)            (.04)            (.04)      (.03)      (.04)         (.05)
Net asset value, end of
  period...................     $1.00      $1.00      $1.00            $1.00            $1.00      $1.00      $1.00         $1.00
TOTAL RETURN+..............      3.8%       2.7%       3.4%             4.5%             4.1%       3.0%       3.7%          4.7%
Net assets, end of period
  (000's omitted)..........  $755,050   $261,475   $208,792         $ 99,549         $162,921   $366,109   $286,230      $265,109
Ratios to average net
  assets:
  Expenses (a).............      .50%       .48%       .48%             .47%++           .20%       .18%       .17%         0.20%++
  Net investment
    income (a).............     3.91%      2.70%      3.22%            4.95%++          3.78%      3.00%      3.61%         5.53%++
</TABLE>
 
*  Commencement of operations.
+  Total return is calculated on net asset value per share for the period
   indicated and is not annualized.
++  Annualized.
(a) Net of expense waivers and reimbursements. If the Fund had borne all
    expenses that were assumed or waived by the investment adviser, the
    annualized ratios of expenses and net investment income to average net
    assets, exclusive of any applicable state expense limitations, would have
    been the following:
<TABLE>
<CAPTION>
                                           CLASS A SHARES                                     CLASS Y SHARES
                                 YEAR ENDED              MARCH 6, 1991              YEAR ENDED              MARCH 6, 1991
                                DECEMBER 31,          THROUGH DECEMBER 31,         DECEMBER 31,          THROUGH DECEMBER 31,
                           1994     1993     1992             1991            1994     1993     1992             1991
<S>                        <C>      <C>      <C>      <C>                     <C>      <C>      <C>      <C>
Expenses................    .78%     .82%     .82%            1.08%            .48%     .52%     .52%             .52%
Net investment income...   3.63%    2.36%    2.88%            4.34%           3.50%    2.66%    3.26%            5.21%
</TABLE>
 
10

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

            DESCRIPTION OF THE FUNDS
- -------------------------------------------------------------------------------

INVESTMENT OBJECTIVES AND POLICIES

Evergreen Money Market Fund

         The investment  objective of Evergreen  Money Market Fund is to achieve
as high a level of current income as is consistent with  preserving  capital and
providing  liquidity.  This  objective  is a  fundamental  policy and may not be
changed  without  shareholder  approval.  The Fund invests in high quality money
market  instruments,  which  are  determined  to be of  eligible  quality  under
Securities and Exchange  Commission  ("SEC") rules and to present minimal credit
risk. Under SEC rules,  eligible securities include First Tier Securities (i.e.,
securities  rated in the highest  short-term  rating  category)  and Second Tier
Securities  (i.e.,  securities  which  are not in the  First  Tier).  The  rules
prohibit  the  Fund  from  holding  more  than 5% of its  value in  Second  Tier
Securities. The Fund's permitted investments include:

         1.  Marketable  obligations  of, or  guaranteed  by, the United  States
Government,  its agencies or  instrumentalities,  including issues of the United
States Treasury, such as bills,  certificates of indebtedness,  notes and bonds,
and issues of agencies and instrumentalities  established under the authority of
an act of Congress. Some of these securities are supported by the full faith and
credit of the United States Government, others are supported by the right of the
issuer to borrow from the Treasury,  and still others are supported  only by the
credit of the agency or  instrumentality.  Agencies or  instrumentalities  whose
securities  are  supported  by the full faith and  credit of the  United  States
include,  but are not limited to, the Federal  Housing  Administration,  Farmers
Home  Administration,  Export-Import  Bank of the United States,  Small Business
Administration  and  Government  National  Mortgage  Association.   Examples  of
agencies or instrumentalities whose securities are supported by the right of the
issuer to borrow from the Treasury include,  but are not limited to, the Federal
Home Loan Bank,  Federal  Intermediate  Credit Banks,  Federal National Mortgage
Association and Tennessee Valley Authority.  Agencies or instrumentalities whose
securities  are  supported  only by the credit of the agency or  instrumentality
include  the  Interamerican  Development  Bank  and the  International  Bank for
Reconstruction and Development.  These obligations are supported by appropriated
but unpaid commitments of its member countries. There are no assurances that the
commitments will be undertaken in the future.

         2.  Commercial  paper,  including  variable amount master demand notes,
that is rated in one of the two highest  short-term rating categories by any two
of Standard & Poor's Ratings Group ("S&P") or Moody's  Investors  Service,  Inc.
("Moody's") or any other nationally  recognized  statistical rating organization
("SRO") (or by a single rating agency if only one of these agencies has assigned
a rating).  The Fund will not invest more than 10% of its total  assets,  at the
time of the investment in question,  in variable amount master demand notes. For
a description of these ratings see the Statement of Additional Information.

         3. Corporate debt securities and bank obligations that are rated in one
of the two highest  short-term  rating categories by any two of S&P, Moody's and
any other SRO (or by a single  rating  agency if only one of these  agencies has
assigned a rating).

         4.  Unrated  corporate  debt  securities,  commercial  paper  and  bank
obligations  that  are  issued  by an  issuer  that has  outstanding  a class of
short-term debt instruments (i.e.,  instruments having a maturity of 366 days or
less) that (A) is comparable in priority and security to the unrated  securities
and (B) meets the rating requirements of paragraphs 2 or 3 above.

         5.  Unrated  corporate  debt  securities,  commercial  paper  and  bank
obligations  issued by domestic and foreign  companies which have an outstanding
long-term  debt  issue  rated  in the top  two  rating  categories  by a SRO and
determined by the Trustees to be of comparable quality.

         6.       Unrated  corporate debt securities,  commercial paper and bank
obligations  otherwise  determined by the Trustees to be of comparable quality.

         7.       Repurchase agreements with respect to the securities described
in paragraphs 1 through 6 above.

         The Fund may invest up to 30% of its total assets in bank  certificates
of  deposit  and  bankers'  acceptances  payable in U.S.  dollars  and issued by
foreign banks (including U.S.  branches of foreign banks) or by foreign branches
of  U.S.  banks.  These  investments  involve  risks  that  are  different  from
investments in domestic  securities.  These risks may include future unfavorable
political and economic  developments,  possible  withholding  taxes,  seizure of
foreign deposits,  currency controls, interest limitations or other governmental
restrictions  which  might  affect the payment of  principal  or interest on the
securities  in the Fund's  portfolio.  Additionally,  there may be less publicly
available information about foreign issuers.

         The Fund may invest in commercial paper and other short-term  corporate
obligations which meet the rating criteria specified in paragraphs 3 and 4 above
which  are  issued  in  private  placements  pursuant  to  Section  4(2)  of the
Securities  Act of 1933 (the "Act").  Such  securities  are not  registered  for
purchase and sale by the public under the Act. The Fund has been  informed  that
the staff of the SEC does not consider such securities to be readily marketable.
The Fund will not invest more than 10% of its total assets in  securities  which
are not readily  marketable  (including  private  placement  securities)  and in
repurchase agreements maturing in more than seven days.

         The Fund may employ certain additional  investment strategies which are
discussed in "Investment Practices and Restrictions", below.

Evergreen Tax Exempt Money Market Fund

         The  investment  objective of Evergreen Tax Exempt Money Market Fund is
to achieve as high a level of current  income exempt from Federal income tax, as
is consistent with preserving capital and providing liquidity. This objective is
a fundamental policy and may not be changed without  shareholder  approval.  The
Fund will seek to achieve its  objective by investing  substantially  all of its
assets in a diversified portfolio of short-term (i.e., with remaining maturities
not  exceeding  397 days) debt  obligations  issued by states,  territories  and
possessions  of the United  States and by the  District of  Columbia,  and their
political subdivisions and duly constituted authorities, the interest from which
is exempt from  Federal  income tax.  Such  securities  are  generally  known as
Municipal Securities (see "Municipal Securities" below.)

         The  Fund  will  invest  in  Municipal  Securities  only  if  they  are
determined  to be of  eligible  quality  under SEC rules and to present  minimum
credit risk.  Municipal  Securities  in which the Fund may invest  include:  (i)
municipal  securities  that are  rated in one of the top two  short-term  rating
categories by any two of S&P, Moody's or any other nationally recognized SRO (or
by a single rating agency if only one of these  agencies has assigned a rating);
(ii) municipal  securities  that are issued by an issuer that has  outstanding a
class of short-term  debt  instruments  (i.e.,  having a maturity of 366 days or
less) that (A) is  comparable in priority and security to such  instruments  and
(B) meets the  rating  requirements  above;  and (iii)  bonds  with a  remaining
maturity  of 397 days or less  that are  rated no lower  than one of the top two
long-term  rating  categories by any SRO and determined by the Trustees to be of
comparable  quality.  For a  description  of such  ratings see the  Statement of
Additional  Information.  The Fund may also purchase Municipal  Securities which
are unrated at the time of purchase up to a maximum of 20% of its total  assets,
if such  securities  are  determined by the Fund's  Trustees to be of comparable
quality. Certain Municipal Securities (primarily variable rate demand notes) may
be entitled to the benefit of standby  letters of credit or similar  commitments
issued by banks or other  financial  institutions  and, in such  instances,  the
Trustees  will take into account the  obligation  of the bank in  assessing  the
quality  of such  security.  The  ability  of the  Fund to meet  its  investment
objective is  necessarily  subject to the ability of  municipal  issuers to meet
their payment obligations.

         Interest  income on certain  types of bonds issued after August 7, 1986
to finance nongovernmental  activities is an item of "tax-preference" subject to
the Federal  alternative  minimum tax for individuals and  corporations.  To the
extent the Fund invests in these  "private  activity"  bonds (some of which were
formerly  referred  to  as  "industrial  development"  bonds),   individual  and
corporate  shareholders,  depending  on  their  status,  may be  subject  to the
alternative minimum tax on the part of the Fund's distributions derived from the
bonds.  As a matter of  fundamental  policy,  which may not be  changed  without
shareholder  approval,  the Fund will  invest at least 80% of its net  assets in
Municipal  Securities,  the  interest  from which is not  subject to the Federal
alternative minimum tax.

Municipal Securities.  As noted above, the Fund will invest substantially all of
its assets in Municipal  Securities.  These include municipal bonds,  short-term
municipal  notes and tax exempt  commercial  paper.  "Municipal  bonds" are debt
obligations  issued to obtain funds for various public  purposes that are exempt
from Federal  income tax in the opinion of issuer's  counsel.  The two principal
classifications of municipal bonds are "general obligation" and "revenue" bonds.
General  obligation  bonds are secured by the issuer's pledge of its full faith,
credit and taxing power for the payment of principal and interest. Revenue bonds
are payable only from the revenues  derived from a particular  facility or class
of facilities  or, in some cases,  from the proceeds of a special  excise tax or
other specific source such as from the user of the facility being financed.  The
term  "municipal  bonds"  also  includes  "moral  obligation"  issues  which are
normally issued by special purpose  authorities.  Industrial  development  bonds
("IDBs") and private activity bonds ("PABs") are in most cases revenue bonds and
are not payable from the unrestricted revenues of the issuer. The credit quality
of IDBs and PABs is  usually  directly  related to the  credit  standing  of the
corporate user of the facilities  being  financed.  Participation  interests are
interests in municipal bonds, including IDBs and PABs, and floating and variable
rate obligations that are owned by banks. These interests carry a demand feature
permitting  the holder to tender them back to the bank,  which demand feature is
backed by an  irrevocable  letter of credit or guarantee of the bank. A put bond
is a municipal bond which gives the holder the  unconditional  right to sell the
bond  back to the  issuer  at a  specified  price and  exercise  date,  which is
typically  well in advance of the bond's  maturity date.  "Short-term  municipal
notes" and "tax exempt  commercial  paper" include tax anticipation  notes, bond
anticipation  notes,  revenue  anticipation  notes and other forms of short-term
loans.  Such notes are issued with a short-term  maturity in anticipation of the
receipt of tax funds, the proceeds of bond placements and other revenues.

Floating Rate and Variable Rate Obligations.  Municipal  Securities also include
certain  variable rate and floating rate municipal  obligations  with or without
demand  features.  These  variable rate  securities  do not have fixed  interest
rates;  rather,  those rates  fluctuate  based upon changes in specified  market
rates,  such as the  prime  rate,  or are  adjusted  at  predesignated  periodic
intervals.  Such securities  must comply with conditions  established by the SEC
under which they may be considered to have  remaining  maturities of 397 days or
less.  Certain of these  obligations  may carry a demand  feature that gives the
Fund the right to demand  prepayment  of the  principal  amount of the  security
prior to its maturity  date.  The demand  obligation may or may not be backed by
letters of credit or other guarantees of banks or other financial  institutions.
Such  guarantees  may  enhance  the  quality  of the  security.  As a matter  of
fundamental policy, which may not be changed without shareholder  approval,  the
Fund will limit the value of its  investments  in any floating or variable  rate
securities  which  are not  readily  marketable  and in all  other  not  readily
marketable securities to 10% or less of its total assets.

Stand-by  Commitments.  The Fund may also acquire  "stand-by  commitments"  with
respect  to  Municipal  Securities  held  in its  portfolio.  Under  a  stand-by
commitment,  a dealer  agrees  to  purchase,  at the  Fund's  option,  specified
Municipal  Securities  at a specified  price.  The Fund  expects  that  stand-by
commitments  generally  will be  available  without  the  payment  of  direct or
indirect  consideration.  However, if necessary and advisable,  the Fund may pay
for stand-by  commitments  either separately in cash or by paying a higher price
for portfolio  securities  which are acquired subject to such a commitment (thus
reducing the yield to maturity otherwise available for the same securities). The
total amount paid in either manner for outstanding  stand-by commitments held in
the Fund's portfolio will not exceed 10% of the value of the Fund's total assets
calculated immediately after each stand-by commitment is acquired. The Fund will
enter into stand-by  commitments only with banks and broker-dealers that, in the
judgment of the Fund's investment adviser, present minimal credit risks.

Taxable Investments. The Fund may temporarily invest up to 20% of the Fund's net
assets  in  taxable   securities   under  any  one  or  more  of  the  following
circumstances:  (a) pending  investment of proceeds of sale of Fund shares or of
portfolio   securities,   (b)  pending  settlement  of  purchases  of  portfolio
securities, and (c) to maintain liquidity for the purpose of meeting anticipated
redemptions.  In addition,  the Fund may temporarily invest more than 20% of its
total assets in taxable securities for defensive  purposes.  The Fund may invest
for  defensive  purposes  during  periods when the Fund's  assets  available for
investment  exceed  the  available  Municipal  Securities  that meet the  Fund's
quality and other investment criteria.  Taxable securities in which the Fund may
invest  on  a  short-term  basis  include   obligations  of  the  United  States
Government,  its agencies or instrumentalities,  including repurchase agreements
with banks or  securities  dealers  involving  such  securities;  time  deposits
maturing in not more than seven days; other debt securities rated within the two
highest ratings assigned by an SRO;  commercial paper rated in the highest grade
by Moody's or S&P; and  certificates of deposit issued by United States branches
of United States banks with assets of $1 billion or more.

         The Fund may employ certain additional  investment strategies which are
discussed in "Investment Practices and Restrictions", below.

Evergreen Treasury Money Market Fund

         The investment objective of Evergreen Treasury Money Market Fund, which
is a matter of fundamental  policy that may not be changed  without  shareholder
approval,  is to maintain  stability of principal  while earning current income.
However, the Fund will only attempt to seek income to the extent consistent with
stability  of  principal  and,  therefore,  investments  will  only  be  made in
short-term  United States Treasury  obligations with an average  dollar-weighted
maturity  of 90 days or less.  As a matter of  investment  strategy,  the Fund's
investment  adviser intends to maintain a  dollar-weighted  average maturity for
the Fund of 60 days or less.

         Evergreen  Treasury  Money  Market  Fund is suitable  for  conservative
investors seeking high current yields plus relative safety.  The Fund provides a
reasonable means of maximizing opportunities and minimizing risks resulting from
changing interest rates.

         The  short-term  United States  Treasury  obligations in which the Fund
invests  are  issued  by the U.S.  Government  and are  fully  guaranteed  as to
principal  and  interest  by the  United  States.  Such  securities  will have a
maturity date that is 397 days or less from the date of acquisition  unless they
are purchased  under an agreement that provides for repurchase of the securities
from the Fund  within 397 days from the date of  acquisition.  The Fund may also
retain Fund assets in cash.

         The Fund may employ certain additional  investment strategies which are
discussed in "Investment Practices and Restrictions", below.

INVESTMENT PRACTICES AND RESTRICTIONS

General.  The Funds invest only in securities that have remaining  maturities of
397 days  (thirteen  months) or less at the date of purchase.  For this purpose,
floating rate or variable rate obligations (described under Evergreen Tax Exempt
Money Market Fund, above),  which are payable on demand, but which may otherwise
have a  stated  maturity  in  excess  of this  period,  will be  deemed  to have
remaining maturities of less than 397 days pursuant to conditions established by
the SEC. The Funds  maintain a  dollar-weighted  average  portfolio  maturity of
ninety days or less.  The Funds follow  these  policies to maintain a stable net
asset value of $1.00 per share, although there is no assurance they can do so on
a continuing  basis.  The market value of the obligations in a Fund's  portfolio
can be expected to vary inversely to changes in prevailing  interest rates. If a
portfolio  security is no longer of eligible  quality,  a Fund shall  dispose of
such security in an orderly  fashion as soon as reasonably  practicable,  unless
the Trustees  determine,  in light of market  conditions or other factors,  that
disposal of the  instrument  would not be in the best  interests of the Fund and
its shareholders.

         The  ability  of  each  Fund  to  meet  its  investment   objective  is
necessarily  subject to the  ability of the issuers of  securities  in which the
Funds invest to meet their payment  obligations.  In addition,  the portfolio of
each Fund will be  affected  by general  changes in  interest  rates  which will
result in increases or  decreases  in the value of the  obligations  held by the
Fund.  Investors should recognize that, in periods of declining  interest rates,
the yield of a Fund will  tend to be  somewhat  higher  than  prevailing  market
rates, and in periods of rising interest rates, the yield of a Fund will tend to
be somewhat lower. Also, when interest rates are falling,  the inflow of net new
money to a Fund from the  continuous  sale of its shares will likely be invested
in portfolio  instruments  producing lower yields than the balance of the Fund's
portfolio,  thereby reducing the current yield of the Fund. In periods of rising
interest rates, the opposite can be expected to occur.

Repurchase  Agreements.  The Funds  may  enter  into  repurchase  agreements.  A
repurchase  agreement is an  arrangement  pursuant to which a buyer  purchases a
security  and  simultaneously  agrees to resell it to the vendor at a price that
results in an  agreed-upon  market  rate of return  which is  effective  for the
period of time  (which is  normally  one to seven  days,  but may be longer) the
buyer's money is invested in the security.  The  arrangement  results in a fixed
rate of  return  that is not  subject  to  market  fluctuations  during a Fund's
holding period.  Repurchase  agreements may be entered into with member banks of
the Federal Reserve System, including, the Fund's custodian or "primary dealers"
(as  designated  by the  Federal  Reserve  Bank of New  York) in  United  States
Government   securities.   Each  Fund  will  require  continued  maintenance  of
collateral  with its  Custodian  in an amount  equal to,  or in excess  of,  the
repurchase price (including accrued interest). In the event a vendor defaults on
its  repurchase  obligation,  a Fund might  suffer a loss to the extent that the
proceeds from the sale of the collateral were less than the repurchase price. If
the vendor  becomes  the  subject  of  bankruptcy  proceedings,  a Fund might be
delayed in selling the collateral.  Each Fund's  investment  adviser will review
and continually monitor the  creditworthiness of each institution with which the
Fund enters into a repurchase  agreement to evaluate these risks. A Fund may not
enter  into  repurchase  agreements  if, as a result,  more than 10% of a Fund's
total assets would be invested in  repurchase  agreements  maturing in more than
seven days and in other securities that are not readily marketable.

Securities  Lending.  In  order  to  generate  income  and to  offset  expenses,
Evergreen Tax Exempt Money Market Fund and Evergreen  Money Market Fund may lend
portfolio securities to brokers, dealers and other financial organizations. Each
Fund's investment adviser will monitor the  creditworthiness  of such borrowers.
Loans of securities by Evergreen Tax Exempt Money Market Fund or Evergreen Money
Market Fund,  if and when made,  may not exceed 30% of a Fund's total assets and
will be  collateralized  by cash,  letters of credit or United States Government
securities  that are maintained at all times in an amount equal to at least 100%
of  the  current  market  value  of the  loaned  securities,  including  accrued
interest.  While such  securities  are on loan, the borrower will pay a Fund any
income  accruing  thereon,  and the  Fund may  invest  the  cash  collateral  in
portfolio securities,  thereby increasing its return. A Fund will have the right
to call any such loan and obtain the securities loaned at any time on five days'
notice.  Any gain or loss in the  market  price of the loaned  securities  which
occurs during the term of the loan would affect a Fund and its investors. A Fund
may pay reasonable fees in connection with such loans.

When-Issued  Securities.  Evergreen  Tax Exempt Money Market Fund and  Evergreen
Treasury  Money Market Fund may purchase  securities  on a  "when-issued"  basis
(i.e.,  for  delivery  beyond the normal  settlement  date at a stated price and
yield).  A Fund  generally  would not pay for such  securities  or start earning
interest  on them  until  they  are  received.  However,  when a Fund  purchases
securities on a when-issued basis, it assumes the risks of ownership at the time
of  purchase,  not at the time of  receipt.  Failure  of the issuer to deliver a
security  purchased  by a Fund on a  when-issued  basis  may  result in the Fund
incurring a loss or missing an opportunity  to make an  alternative  investment.
Evergreen  Tax Exempt  Money  Market  Fund does not expect that  commitments  to
purchase when-issued securities will normally exceed 25% of its total assets and
Evergreen  Treasury Money Market Fund does not expect that such commitments will
exceed 20% of its total assets. The Funds do not intend to purchase  when-issued
securities for speculative  purposes but only in furtherance of their investment
objective.

Illiquid  Securities.  The  Funds may  invest  up to 10% of their net  assets in
illiquid  securities  and other  securities  which are not  readily  marketable,
including  repurchase  agreements with maturities longer than seven days. In the
case of Evergreen Tax Exempt Money Market Fund and Evergreen  Money Market Fund,
securities eligible for resale pursuant to Rule 144A under the Securities Act of
1933,  which have been  determined to be liquid,  will not be considered by each
Fund's  investment  adviser  to be  illiquid  or  not  readily  marketable  and,
therefore,  are not subject to the  aforementioned 10% limit. The inability of a
Fund to dispose of illiquid or not readily marketable  investments readily or at
a reasonable price could impair the Fund's ability to raise cash for redemptions
or other  purposes.  The liquidity of  securities  purchased by a Fund which are
eligible  for resale  pursuant  to Rule 144A will be  monitored  by each  Fund's
investment  adviser  on an  ongoing  basis,  subject  to  the  oversight  of the
Trustees.  In the event that such a security is deemed to be no longer liquid, a
Fund's  holdings will be reviewed to determine what action,  if any, is required
to ensure that the  retention of such  security does not result in a Fund having
more than 10% of its assets  invested  in  illiquid  or not  readily  marketable
securities.

Other Investment Policies. The Funds may borrow money for temporary or emergency
purposes in amounts not in excess of 10% of the value of a Fund's  total  assets
in the case of Evergreen Tax Exempt Money Market Fund and Evergreen Money Market
Fund and one-third of the value of Evergreen  Treasury Money Market Fund's total
assets,  including  the amount  borrowed.  As another  means of  borrowing  both
Evergreen Tax Exempt Money Market Fund and Evergreen Money Market Fund may agree
to sell  portfolio  securities  to  financial  institutions  such as  banks  and
broker-dealers  and to repurchase  them at a mutually agreed upon date and price
(a "reverse  repurchase  agreement") at the time of such borrowing in amounts up
to 5% of the  value  of  their  total  assets.  A Fund  will  not  purchase  any
securities whenever any borrowings (including reverse repurchase agreements) are
outstanding. If either Evergreen Tax Exempt Money Market Fund or Evergreen Money
Market  Fund enter  into a reverse  repurchase  agreement,  they will place in a
segregated custodial account cash, United States Government securities or liquid
high  grade  debt  obligations  having  a value  equal to the  repurchase  price
(including accrued interest) and will subsequently monitor the account to ensure
that such equivalent value is maintained.  Reverse repurchase agreements involve
the risk that the  market  value of the  securities  sold by a Fund may  decline
below the repurchase price of those securities.

Other  Investment  Restrictions.  Each Fund has  adopted  additional  investment
restrictions that are set forth in the Statement of Additional Information.

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

                             MANAGEMENT OF THE FUNDS
- -------------------------------------------------------------------------------

INVESTMENT ADVISERS

         The  management of each Fund is supervised by the Trustees of the Trust
under  which  the  Fund  has  been  established  ("Trustees").  Evergreen  Asset
Management  Corp.  ("Evergreen  Asset") has been retained to serve as investment
adviser to  Evergreen  Money Market Fund and  Evergreen  Tax Exempt Money Market
Fund. Evergreen Asset succeeded on June 30, 1994 to the advisory business of the
same name, but under different ownership, which was organized in 1971. Evergreen
Asset, with its predecessors,  has served as investment adviser to the Evergreen
Group of Mutual Funds since 1971.  Evergreen Asset is a wholly-owned  subsidiary
of First  Union  National  Bank of  North  Carolina  ("FUNB").  The  address  of
Evergreen Asset is 2500 Westchester Avenue,  Purchase, New York 10577. FUNB is a
subsidiary of First Union  Corporation  ("First Union"),  one of the ten largest
bank holding  companies in the United States.  Stephen A. Lieber and Nola Maddox
Falcone serve as the chief  investment  officers of Evergreen  Asset and,  along
with Theodore J. Israel,  Jr., were the owners of Evergreen Asset's  predecessor
and the former general partners of Lieber & Company,  which, as described below,
provides certain subadvisory  services to Evergreen Asset in connection with its
duties as investment adviser to the aforementioned Funds. The Capital Management
Group of FUNB ("CMG") serves as investment  adviser to Evergreen  Treasury Money
Market Fund.

         First Union is a bank holding company headquartered in Charlotte, North
Carolina,  and had $77.9  billion in  consolidated  assets as of March 31, 1995.
First Union and its subsidiaries  provide a broad range of financial services to
individuals and businesses  through offices in 36 states. The Capital Management
Group of FUNB manages or otherwise  oversees the  investment of over $36 billion
in assets  belonging  to a wide range of  clients,  including  all the series of
Evergreen  Investment  Trust (formerly known as First Union Funds).  First Union
Brokerage  Services,  Inc., a  wholly-owned  subsidiary of FUNB, is a registered
broker-dealer that is principally engaged in providing retail brokerage services
consistent with its federal banking authorizations.  First Union Capital Markets
Corp., a wholly-owned  subsidiary of First Union, is a registered  broker-dealer
principally   engaged  in  providing,   consistent   with  its  federal  banking
authorizations,   private  placement,   securities  dealing,   and  underwriting
services.

         Evergreen Asset manages  investments,  provides various  administrative
services and  supervises the daily  business  affairs of Evergreen  Money Market
Fund and Evergreen Tax Exempt Money Market Fund, subject to the authority of the
Trustees.  Evergreen  Asset is entitled to receive  from each Fund an annual fee
equal to .50 of 1% of  average  daily  net  assets  of each Fund on the first $1
billion  in assets  and .45 of 1% of  average  daily net  assets in excess of $1
billion.  However,  Evergreen  Asset  has in the  past,  and may in the  future,
voluntarily  waive all or a portion of its fee for the purpose of reducing  each
Fund's  expense  ratio.  For the fiscal  period ended August 31, 1994  Evergreen
Asset waived a portion of the advisory fee payable by the Evergreen Money Market
Fund and  Evergreen  Tax Exempt  Money  Market  Fund as set forth in the section
entitled "Financial  Highlights".  The total expenses as a percentage of average
daily net assets on an  annualized  basis for  Evergreen  Money  Market Fund and
Evergreen  Tax Exempt Money  Market Fund for the fiscal  period ended August 31,
1994 are also set forth in the  section  entitled  "Financial  Highlights".  CMG
manages  investments  and  supervises  the daily  business  affairs of Evergreen
Treasury Money Market Fund and, as compensation therefor, is entitled to receive
an  annual  fee equal to .35 of 1% of  average  daily  net  assets of  Evergreen
Treasury  Money Market Fund.  For the fiscal period ended  December 31, 1994 CMG
waived a portion of the advisory  fee payable by the  Evergreen  Treasury  Money
Market Fund as set forth in the section  entitled  "Financial  Highlights".  The
total annualized  operating expenses of Evergreen Treasury Money Market Fund for
its most recent  fiscal year ended  December  31, 1994 are also set forth in the
section entitled "Financial Highlights". Evergreen Asset serves as administrator
to Evergreen  Treasury  Money Market Fund and is entitled to receive a fee based
on the average  daily net assets of the Fund at a rate based on the total assets
of the mutual funds  administered  by Evergreen Asset for which CMG or Evergreen
Asset  also serve as  investment  adviser,  calculated  in  accordance  with the
following schedule: .050% of the first $7 billion; .035% on the next $3 billion;
 .030% on the next $5 billion;  .020% on the next $10 billion;  .015% on the next
$5  billion;  and  .010%  on  assets  in  excess  of $30  billion.  Furman  Selz
Incorporated,  the parent of Evergreen Funds Distributor,  Inc., distributor for
the Evergreen group of mutual funds,  serves as  sub-administrator  to Evergreen
Treasury  Money  Market  Fund and is  entitled  to  receive  a fee from the Fund
calculated  on the  average  daily net assets of the Fund at a rate based on the
total assets of the mutual funds  administered  by Evergreen Asset for which CMG
or Evergreen  Asset also serve as investment  adviser,  calculated in accordance
with the following schedule:  .0100% of the first $7 billion; .0075% on the next
$3 billion;  .0050% on the next $15  billion;  and .0040% on assets in excess of
$25  billion.  The total assets of the mutual  funds  administered  by Evergreen
Asset for which CMG or Evergreen  Asset serve as investment  adviser as of March
31, 1995 were approximately $8 billion.

SUB-ADVISER

         Evergreen Asset has entered into sub-advisory  agreements with Lieber &
Company which  provides that Lieber & Company's  research  department  and staff
will  furnish  Evergreen  Asset with  information,  investment  recommendations,
advice and assistance,  and will be generally  available for consultation on the
portfolios of Evergreen  Money Market Fund and Evergreen Tax Exempt Money Market
Fund.  Lieber & Company will be reimbursed by Evergreen Asset in connection with
the  rendering  of  services  on the basis of the direct and  indirect  costs of
performing  such  services.  There is no  additional  charge to Evergreen  Money
Market Fund and Evergreen Tax Exempt Money Market Fund for the services provided
by Lieber & Company. The address of Lieber & Company is 2500 Westchester Avenue,
Purchase,  New  York  10577.  Lieber &  Company  is an  indirect,  wholly-owned,
subsidiary of First Union.


<PAGE>


DISTRIBUTION PLANS AND AGREEMENTS

         Rule  12b-1  under  the  Investment  Company  Act of  1940  permits  an
investment  company to pay  expenses  associated  with the  distribution  of its
shares in  accordance  with a duly adopted  plan.  Each Fund has adopted for its
Class A shares and Evergreen  Money Market Fund for its Class B shares,  a "Rule
12b-1 plan" (each, a "Plan" or collectively the "Plans"). Pursuant to each Plan,
a Fund may incur distribution-related and shareholder servicing-related expenses
which may not exceed an annual rate of .75 of 1% of the Fund's aggregate average
daily  net  assets  attributable  to Class A  shares  and  1.00%  of the  Fund's
aggregate average daily net assets attributable to the Class B shares.  Payments
with respect to Class A shares under the Plan are currently  voluntarily limited
to .30 of 1% of each Fund's aggregate  average daily net assets  attributable to
Class A shares.  The Plans provide that a portion of the fee payable  thereunder
may constitute a service fee to be used for providing  ongoing personal services
and/or  the  maintenance  of  shareholder  accounts.  Service  fee  payments  to
financial  intermediaries  for  such  purposes  will not to  exceed  .25% of the
aggregate average daily net assets  attributable to each Class of shares of each
Fund.

         Each  Fund has  also  entered  into a  distribution  agreement  (each a
"Distribution  Agreement" or collectively the "Distribution  Agreements")  with,
Evergreen  Funds  Distributor,   Inc.  ("EFD").  Pursuant  to  the  Distribution
Agreements,  each Fund will  compensate  EFD for its  services  as EFD at a rate
which may not exceed an annual rate of .30 of 1% of a Fund's  aggregate  average
daily  net  assets  attributable  to Class A shares  and .75 of 1% of  aggregate
average  daily net assets  attributable  to the Class B shares of the  Evergreen
Money Market Fund.  The  Distribution  Agreements  provide that EFD will use the
distribution   fee  received   from  a  Fund  for  payments  (i)  to  compensate
broker-dealers or other persons for distributing shares of the Funds,  including
interest   and   principal   payments   made  in  respect  of  amounts  paid  to
broker-dealers  or other  persons  that have been  financed  (EFD may assign its
rights to receive compensation under the Plans to secure such financings),  (ii)
to  otherwise  promote the sale of shares of the Fund,  and (iii) to  compensate
broker-dealers,  depository institutions and other financial  intermediaries for
providing  administrative,  accounting  and other  services  with respect to the
Fund's  shareholders.  The  financing  of  payments  made  by EFD to  compensate
broker-dealers  or other  persons  for  distributing  shares of the Funds may be
provided by First Union or its  affiliates.  The Evergreen Money Market Fund may
also make  payments  under its Class B Plan,  in  amounts up to .25 of 1% of the
Fund's  aggregate  average daily net assets on an annual basis  attributable  to
Class B shares, to compensate organizations, which may include EFD and Evergreen
Asset or its affiliates,  for personal services rendered to shareholders  and/or
the  maintenance  of  shareholder  accounts or for engaging other to render such
services.

         The Funds may not pay any  distribution  or  services  fees  during any
fiscal period in excess of the amounts set forth above. Since EFD's compensation
under the Distribution  Agreements is not directly tied to the expenses incurred
by EFD,  the  amount  of  compensation  received  by it under  the  Distribution
Agreements  during any year may be more or less than its actual expenses and may
result in a profit to EFD.  Distribution  expenses incurred by EFD in one fiscal
year that exceed the level of compensation paid to EFD for that year may be paid
from distribution fees received from a Fund in subsequent fiscal years.

         The Plans are in compliance  with rules of the National  Association of
Securities  Dealers,  Inc. which effectively limit the annual  asset-based sales
charges and service  fees that a mutual fund may pay on a class of shares to .75
of 1% and .25 of 1%, respectively, of the average annual net assets attributable
to that class. The rules also limit the aggregate of all front-end, deferred and
asset-based  sales charges imposed with respect to a class of shares by a mutual
fund that  also  charges a service  fee to 6.25% of  cumulative  gross  sales of
shares of that class, plus interest at the prime rate plus 1% per annum.

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

                      PURCHASE AND REDEMPTION OF SHARES
- -------------------------------------------------------------------------------

HOW TO BUY SHARES

         You can  purchase  shares of any of the Funds  through  broker-dealers,
banks or other financial  intermediaries,  or directly  through EFD. The minimum
initial investment is $1,000,  which may be waived in certain situations.  There
is no minimum for subsequent investments.  Share certificates are not issued. In
states where EFD is not registered as a broker-dealer shares of a Fund will only
be sold through other  broker-dealers  or other financial  institutions that are
registered.  See the Share  Purchase  Application  and  Statement of  Additional
Information for more information.  Only Class A shares of Evergreen Money Market
Fund, Evergreen Treasury Money Market Fund and Evergreen Tax Exempt Money Market
Fund, and Class B shares of Evergreen Money Market Fund are offered through this
Prospectus (See "General Information" - Other Classes of Shares).

Class A  Shares.  Class A shares  of the  Evergreen  Money  Market  Funds can be
purchased  at  net  asset  value  without  an  initial  sales  charge.   Certain
broker-dealers  or other financial  institutions  may impose a fee in connection
with purchases at net asset value.

Class B  Shares-Deferred  Sales Charge  Alternative.  You can  purchase  Class B
shares of the Evergreen  Money Market Fund at net asset value without an initial
sales charge.  However,  you may pay a contingent deferred sales charge ("CDSC")
if you redeem shares  within seven years after  purchase.  Shares  obtained from
dividend or distribution reinvestment are not subject to the CDSC. The amount of
the CDSC (expressed as a percentage of the lesser of the current net asset value
or original  cost) will vary  according to the number of years from the purchase
of Class B shares as set forth below.

                 Year Since Purchase           Contingent Deferred Sales Charge
                        FIRST                               5%
                       SECOND                               4%
                  THIRD and FOURTH                          3%
                        FIFTH                               2%
                  SIXTH and SEVENTH                         1%

The CDSC is deducted from the amount of the  redemption  and is paid to EFD. The
CDSC will be waived on redemptions  of shares  following the death or disability
of a  shareholder,  to meet  distribution  requirements  for  certain  qualified
retirement  plans  or in the case of  certain  redemptions  made  under a Fund's
Systematic Cash Withdrawal Plan, and may be waived in other situations.  Class B
shares are subject to higher  distribution  and/or shareholder service fees than
Class A shares for a period of seven years  (after which they convert to Class A
shares) . The higher  fees mean a higher  expense  ratio,  so Class B shares pay
correspondingly  lower dividends and may have a lower net asset value than Class
A shares. See the Statement of Additional Information for further details.

         With  respect to Class B shares,  no CDSC will be  imposed  on: (1) the
portion of  redemption  proceeds  attributable  to increases in the value of the
account due to increases in the net asset value per Share,  (2) Shares  acquired
through  reinvestment  of dividends and capital gains,  (3) Shares held for more
than  seven  years  after  the end of the  calendar  month of  acquisition,  (4)
accounts  following  the death or disability  of a  shareholder,  or (5) minimum
required  distributions  to a shareholder  over the age of 70 1/2 from an IRA or
other retirement plan.

How the Funds Value Their Shares.  The net asset value of each Fund's shares for
purposes of both purchases and redemptions is determined twice daily, at 12 noon
(Eastern  time) and  promptly  after  the  regular  close of the New York  Stock
Exchange (the "Exchange") (usually 4 p.m. Eastern time) each business day (i.e.,
any weekday  exclusive of days on which the Exchange or State Street is closed).
The Exchange is closed on New Year's Day, Presidents' Day, Good Friday, Memorial
Day,  Independence  Day, Labor Day,  Thanksgiving Day and Christmas Day. The net
asset value per share is  calculated by taking the sum of the values of a Fund's
investments and any cash and other assets, subtracting liabilities, and dividing
by the total number of shares  outstanding.  All  expenses,  including  the fees
payable to each Fund's investment adviser,  are accrued daily. The securities in
a Fund's  portfolio are valued on an amortized cost basis.  Under this method of
valuation,  a  security  is  initially  valued  at  its  acquisition  cost,  and
thereafter, a constant straight-line  amortization of any discount or premium is
assumed each day regardless of the impact of  fluctuating  interest rates on the
market value of the security.  The market value of the  obligations  in a Fund's
portfolio can be expected to vary  inversely to changes in  prevailing  interest
rates. As a result,  the market value of the  obligations in a Fund's  portfolio
may vary from the value determined  using the amortized cost method.  Securities
which are not rated are normally valued on the basis of valuations provided by a
pricing  service when such prices are believed to reflect the fair value of such
securities.  Other assets and  securities  for which no  quotations  are readily
available  are  valued  at the fair  value as  determined  in good  faith by the
Trustees.

         Each Fund  attempts to maintain its net asset value at $1.00 per share.
Under most conditions, management believes this will be possible, although there
can be no assurance that this will be achieved.  Calculations  are  periodically
made to compare the value of a Fund's  portfolio  valued at amortized  cost with
market values. If a deviation of 1/2 of 1% or more were to occur between the net
asset value  calculated  by  reference  to market  values and a Fund's $1.00 per
share net asset  value,  or if there were other  deviations  which the  Trustees
believed would result in a material dilution to shareholders or purchasers,  the
Trustees would promptly consider what action, if any, should be initiated.

Additional Purchase Information.  As a condition of this offering, if a purchase
is canceled due to nonpayment or because an investor's check does not clear, the
investor  will be  responsible  for any  loss a Fund or its  investment  adviser
incurs.  If such investor is an existing  shareholder,  a Fund may redeem shares
from his or her account to  reimburse a Fund or its  investment  adviser for any
loss. In addition,  such  investors may be prohibited or restricted  from making
further purchases in any of the Evergreen mutual funds.

         Shares  of the Funds  are sold at the net  asset  value per share  next
determined  after a shareholder's  investment has been received.  Investments by
federal funds wire will be effective upon receipt.  Qualified  institutions  may
telephone  orders  for  the  purchase  of  Fund  shares.   Shares  purchased  by
institutions via telephone will receive the dividend declared on that day if the
telephone  order is placed by 12 noon  (Eastern  time),  and  federal  funds are
received the same day by 4 p.m.  (Eastern time).  Institutions  should telephone
the Fund at the phone number on the front page of this Prospectus for additional
information on same day purchases by telephone.  Investment  checks  received at
State  Street will be invested on the date of receipt.  Shareholders  will begin
earning dividends the following business day.

General. The decision as to which Class of shares of Evergreen Money Market Fund
is more  beneficial  to you  depends  primarily  on  whether  or not you wish to
exchange  all or part of any Class B shares you  purchase  for Class B shares of
another Evergreen Fund at some future date. If you are not contemplating such an
exchange, it would probably be in your best interest to purchase Class A shares.
Consult your financial  intermediary for further  information.  The compensation
received by dealers and agents may differ depending on whether they sell Class A
or Class B shares. There is no size limit on purchases of Class A shares.

         In addition to any  discount or  commission  paid to dealers,  EFD will
from time to time pay to dealers  additional  cash or other  incentives that are
conditioned  upon the sale of a specified  minimum  dollar amount of shares of a
Fund and/or other Evergreen Mutual Funds.  Such incentives will take the form of
payment for attendance at seminars, lunches, dinners, sporting events or theater
performances,  or payment for  travel,  lodging  and  entertainment  incurred in
connection  with travel by persons  associated with a dealer and their immediate
family members to urban or resort locations within or outside the United States.
Such a dealer may elect to receive cash incentives of equivalent  amount in lieu
of such payments.

HOW TO REDEEM SHARES

         You may "redeem",  i.e.,  sell your shares in a Fund to the Fund on any
day  the  Exchange  is  open,   either   directly  or  through  your   financial
intermediary.  The  price you will  receive  is the net  asset  value  (less any
applicable CDSC for Class B shares) next calculated after the Fund receives your
request in proper  form.  Proceeds  generally  will be sent to you within  seven
days.  However,  for shares  recently  purchased by check,  a Fund will not send
proceeds  until it is  reasonably  satisfied  that the check has been  collected
(which may take up to 15 days).

Redeeming  Shares  Through  Your  Financial  Intermediary.  A Fund must  receive
instructions from your financial  intermediary before 4:00 p.m. Eastern time for
you to receive that day's net asset value (less any applicable  CDSC for Class B
shares). Your financial intermediary is responsible for furnishing all necessary
documentation to a Fund and may charge you for this service.  Certain  financial
intermediaries may require that you give instructions earlier than 4:00 p.m.

Redeeming  Shares  Directly  by Mail  or  Telephone.  Send a  signed  letter  of
instruction  or stock power form to State Street Bank and Trust Company  ("State
Street") which is the registrar,  transfer agent and  dividend-disbursing  agent
for each Fund. Stock power forms are available from your financial intermediary,
State Street,  and many commercial banks.  Additional  documentation is required
for the sale of shares by corporations,  financial  intermediaries,  fiduciaries
and surviving joint owners. Signature guarantees are required for all redemption
requests  for shares with a value of more than  $10,000 or where the  redemption
proceeds  are to be mailed to an address  other  than that shown in the  account
registration.  A signature guarantee must be provided by a bank or trust company
(not a Notary  Public),  a member firm of a domestic  stock exchange or by other
financial institutions whose guarantees are acceptable to State Street.

         Shareholders may withdraw amounts of $1,000 or more from their accounts
by calling  the phone  number on the front page of this  Prospectus  between the
hours of 8:00 a.m. and 5:30 p.m.  (Eastern  time) each  business day (i.e.,  any
weekday  exclusive of days on which the Exchange or State  Street's  offices are
closed). The Exchange is closed on New Year's Day, Presidents' Day, Good Friday,
Memorial Day,  Independence Day, Labor Day,  Thanksgiving Day and Christmas Day.
Redemption  requests made after 4:00 p.m. (Eastern time) will be processed using
the net  asset  value  determined  on the next  business  day.  Such  redemption
requests must include the shareholder's account name, as registered with a Fund,
and the account  number.  During periods of drastic  economic or market changes,
shareholders  may  experience  difficulty  in effecting  telephone  redemptions.
Shareholders  who are  unable to reach a Fund by  telephone  should  follow  the
procedures outlined above for redemption by mail.

         The telephone  redemption service is not made available to shareholders
automatically. Shareholders wishing to use the telephone redemption service must
indicate  this on the enclosed  Share  Purchase  Application  and choose how the
redemption  proceeds  are to be paid.  Redemption  proceeds  will  either (i) be
mailed  by check to the  shareholder  at the  address  in which the  account  is
registered  or (ii) be wired to an  account  with the same  registration  as the
shareholder's  account in a Fund at a designated  commercial  bank. State Street
currently  deducts a $5.00 wire charge from all redemption  proceeds wired. This
charge is subject to change without notice. Redemption proceeds will be wired on
the same  day if the  request  is made  prior to 12 noon  (Eastern  time).  Such
shares,  however,  will not earn  dividends  for that day.  Redemption  requests
received  after 12 noon will earn  dividends for that day, and the proceeds will
be wired on the following  business day. A shareholder  who decides later to use
this  service,  or to  change  instructions  already  given,  should  fill out a
Shareholder  Services  Form and send it to State Street Bank and Trust  Company,
P.O.  Box  9021,  Boston,  Massachusetts  02205-9827,  with  such  shareholder's
signature  guaranteed by a bank or trust company (not a Notary Public), a member
firm of a domestic  stock  exchange  or by other  financial  institutions  whose
guarantees   are   acceptable  to  State  Street.   Shareholders   should  allow
approximately  10 days for such  form to be  processed.  The Funds  will  employ
reasonable procedures to confirm that instructions communicated by telephone are
genuine. These procedures include requiring some form of personal identification
prior to acting upon instructions and tape recording of telephone  instructions.
If a Fund fails to follow such  procedures,  it may be liable for any losses due
to  unauthorized  or fraudulent  instructions.  The Funds will not be liable for
following telephone  instructions  reasonably believed to be genuine.  The Funds
reserve the right to refuse a telephone  redemption if it is believed  advisable
to do so.  Procedures  for redeeming Fund shares by telephone may be modified or
terminated without notice at any time.

Redemptions by Check.  Upon request,  each Fund will provide  holders of Class A
shares,  without  charge,  with checks drawn on the Fund that will clear through
State Street.  Class B shares cannot be redeemed by check.  Shareholders will be
subject  to  State  Street's  rules  and  regulations  governing  such  checking
accounts.  Checks will be sent usually  within ten business  days  following the
date the account is established.  Checks may be made payable to the order of any
payee in an amount of $250 or more.  The payee of the check may cash or  deposit
it like a check drawn on a bank. (Investors should be aware that, as in the case
with  regular  bank  checks,  certain  banks may not provide cash at the time of
deposit, but will wait until they have received payment from State Street.) When
such a check is  presented to State Street for  payment,  State  Street,  as the
shareholder's  agent,  causes the Fund to redeem a sufficient number of full and
fractional shares in the shareholder's account to cover the amount of the check.
Checks  will  be  returned  by  State  Street  if  there  are   insufficient  or
uncollectable  shares to meet the withdrawal amount. The check writing procedure
for withdrawal enables  shareholders to continue earning income on the shares to
be redeemed up to but not including the date the  redemption  check is presented
to State Street for payment.

         Shareholders wishing to use this method of redemption,  should fill out
the appropriate part of the Share Purchase Application  (including the Signature
Card) and mail the completed form to State Street Bank and Trust  Company,  P.O.
Box 9021, Boston, Massachusetts 02205-9827. Shareholders requesting this service
after an account has been opened must  contact  State  Street  since  additional
documentation will be required.  Currently, there is no charge either for checks
or for the clearance of any checks. This service may be terminated or altered at
any time.

General. Under unusual circumstances, a Fund may suspend redemptions or postpone
payment for up to seven days or longer, as permitted by Federal  securities law.
The Funds  reserve the right to close an account  that  through  redemption  has
remained  below $1,000 for 30 days.  Shareholders  will receive 60 days' written
notice to increase  the  account  value  before the  account is closed.  See the
Statement of Additional Information for further details.

EXCHANGE PRIVILEGE

How To Exchange  Shares.  You may exchange some or all of your shares for shares
of the other Evergreen mutual funds through your financial  intermediary,  or by
telephone or mail as described  below.  An exchange which  represents an initial
investment in another Evergreen mutual fund must amount to at least $1,000. Once
an exchange request has been telephoned or mailed, it is irrevocable and may not
be modified or canceled. Exchanges will be made on the basis of the relative net
asset values of the shares  exchanged next determined  after an exchange request
is  received.  Exchanges  are  subject to  minimum  investment  and  suitability
requirements.

         Each of the Evergreen mutual funds has different investment  objectives
and policies.  For complete information,  a prospectus of the fund into which an
exchange  will be made  should be read prior to the  exchange.  An  exchange  is
treated for Federal  income tax purposes as a redemption  and purchase of shares
and may result in the  realization of a capital gain or loss.  Shareholders  are
limited  to five  exchanges  per  calendar  year,  with a  maximum  of three per
calendar  quarter.  This  exchange  privilege  may  be  materially  modified  or
discontinued at any time by the Fund upon sixty days' notice to shareholders and
is only  available  in states in which  shares of the fund  being  acquired  may
lawfully be sold.

         No CDSC will be  imposed in the event  Class B shares of the  Evergreen
Money Market Fund are  exchanged  for Class B shares of other  Evergreen  mutual
funds.  If you redeem shares,  the CDSC  applicable to the Class B shares of the
Evergreen  Mutual Fund originally  purchased for cash is applied.  Also, Class B
shares will  continue to age following an exchange for purposes of conversion to
Class A shares. An exchange of Class A shares of the Funds for Class A shares of
other Evergreen mutual funds not offered in this Prospectus would, to the extent
a waiver or reduction were not available,  require the payment of the applicable
front-end sales charge.

Exchanges  Through Your  Financial  Intermediary.  A Fund must receive  exchange
instructions from your financial  intermediary before 4:00 p.m. Eastern time for
you to receive  that  day's net asset  value.  Your  financial  intermediary  is
responsible for furnishing all necessary  documentation to a Fund and may charge
you for this service.

Exchanges by Telephone and Mail. You may exchange shares by telephone by calling
the telephone  number on the front of this  Prospectus.  Exchange  requests made
after 4:00 p.m.  (Eastern  time)  will be  processed  using the net asset  value
determined  on the next  business  day.  During  periods of drastic  economic or
market changes,  shareholders may experience  difficulty in effecting  telephone
exchanges. You should follow the procedures outlined below for exchanges by mail
if you are unable to reach  State  Street by  telephone.  If you wish to use the
telephone  exchange  service  you should  indicate  this on the  enclosed  Share
Purchase  Application.   As  noted  above,  each  Fund  will  employ  reasonable
procedures to confirm that instructions for the redemption or exchange of shares
communicated by telephone are genuine.  A telephone exchange may be refused by a
Fund or State  Street  if it is  believed  advisable  to do so.  Procedures  for
exchanging  Fund shares by telephone  may be modified or terminated at any time.
Written  requests for exchanges  should follow the same procedures  outlined for
written  redemption  requests in the section  entitled  "How to Redeem  Shares",
however, no signature guarantee is required.

SHAREHOLDER SERVICES

         The  Funds  offer  the  following   shareholder   services.   For  more
information  about these services or your account,  contact EFD or the toll-free
number on the front page of this Prospectus. Some services are described in more
detail in the Share Purchase Application.

Systematic  Investment Plan. You may make monthly or quarterly  investments into
an existing account automatically in amounts of not less than $25.

Telephone  Investment  Plan. You may make  investments  into an existing account
electronically  in  amounts  of not less  than  $100 or more  than  $25,000  per
investment.  Telephone  investment requests received by 3:00 p.m. (Eastern time)
will be credited to a shareholder's  account two business days after the request
is received.

Systematic Cash Withdrawal Plan. When an account of $10,000 or more is opened or
when an existing  account  reaches that size, you may  participate in the Fund's
Systematic Cash Withdrawal Plan by filling out the appropriate part of the Share
Purchase  Application.  Under this plan,  you may receive (or  designate a third
party to receive) a monthly or  quarterly  check in a stated  amount of not less
than  $100.  Fund  shares  will be  redeemed  as  necessary  to meet  withdrawal
payments.  All participants  must elect to have their dividends and capital gain
distributions  reinvested  automatically.  Any  applicable  Class B CDSC will be
waived with respect to redemptions  occurring under a Systematic Cash Withdrawal
Plan during a calendar  year to the extent that such  redemptions  do not exceed
10% of (i) the initial value of the account plus (ii) the value,  at the time of
purchase, of any subsequent investments.

Investments  Through Employee Benefit and Savings Plans.  Certain  qualified and
non-qualified  benefit  and  savings  plans may make shares of the Funds and the
other  Evergreen  mutual  funds  available  to their  participants.  Each Fund's
investment   adviser  may  provide   compensation  to  organizations   providing
administrative  and  recordkeeping  services  to plans  which make shares of the
Evergreen mutual funds available to their participants.

Automatic Reinvestment Plan. For the convenience of investors, all dividends and
distributions are automatically  reinvested in full and fractional shares of the
Fund at the net  asset  value per  share at the  close of  business  on the last
business  day of each month,  unless  otherwise  requested by a  shareholder  in
writing. If the transfer agent does not receive a written request for subsequent
dividends  and/or  distributions to be paid in cash at least three full business
days prior to a given record date, the dividends and/or distributions to be paid
to a  shareholder  will be  reinvested.  If you elect to receive  dividends  and
distributions in cash and the U.S. Postal Service cannot deliver the checks,  or
if the checks remain uncashed for six months, the checks will be reinvested into
your account at the then current net asset value.

Tax  Sheltered  Retirement  Plans.  You may open a pension  and  profit  sharing
account in any Evergreen  mutual fund (except those funds having an objective of
providing  tax free  income),  including:  (i)  Individual  Retirement  Accounts
("IRAs") and Rollover  IRAs;  (ii)  Simplified  Employee  Pension (SEP) for sole
proprietors,  partnerships and corporations;  and (iii) Profit-Sharing and Money
Purchase Pension Plans for corporations and their employees.

EFFECT OF 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 Funds. Such
laws  and  regulations  also  prohibit  banks  from  issuing,   underwriting  or
distributing  securities in general.  However,  under the Glass-Steagall Act and
such other laws and regulations,  a Member Bank or an affiliate  thereof may act
as  investment  adviser,  transfer  agent or custodian to a registered  open-end
investment  company and may also act as agent in connection with the purchase of
shares of such an investment company upon the order of their customer. Evergreen
Asset,  since  it is a  subsidiary  of  FUNB,  and  CMG  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 CMG or Evergreen Asset 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 a
Fund by its customers.  If CMG or Evergreen Asset were prevented from continuing
to provide the services called for under the investment advisory  agreement,  it
is  expected  that the  Trustees  would  identify,  and call  upon  each  Fund's
shareholders to approve, a new investment  adviser. If this were to occur, it is
not  anticipated  that the  shareholders  of any Fund would  suffer any  adverse
financial consequences.
- -------------------------------------------------------------------------------

                           OTHER INFORMATION
- -------------------------------------------------------------------------------

DIVIDENDS, DISTRIBUTIONS AND TAXES

         The Funds declare substantially all of their net income as dividends on
each  business day. Such  dividends are paid monthly.  Net income,  for dividend
purposes, includes accrued interest and any market discount or premium that day,
less the estimated expenses of a Fund. Gains or losses realized upon the sale of
portfolio  securities  are not included in net income,  but are reflected in the
net asset value of a Fund's shares.  Distributions  of any net realized  capital
gains will be made annually or more  frequently as required by the provisions of
the  Internal  Revenue  Code of 1986,  as amended  (the  "Code").  The amount of
dividends  may  fluctuate  from day to day, and the dividend may be omitted on a
day  where  Fund  expenses   exceed  net   investment   income.   Dividends  and
distributions  generally are taxable in the year in which they are paid,  except
any  dividends  paid in January  that were  declared  in the  previous  calendar
quarter may be treated as paid in the immediately preceding December.

         Such dividends will be automatically  reinvested in full and fractional
shares of a Fund on the last business day of each month.  However,  shareholders
who so inform the transfer agent in writing may have their dividends paid out in
cash monthly.  Shareholders who invest by check will be credited with a dividend
on the business day  following  initial  investment.  Shareholders  will receive
dividends on  investments  made by federal funds bank wire the same day the wire
is received provided that wire purchases are received by State Street by 12 noon
(Eastern  time).  Shares  purchased by qualified  institutions  via telephone as
described in "How to Purchase Shares" will receive the dividend declared on that
day if the  telephone  order is placed by 12 noon  (Eastern  time),  and federal
funds are received by 4 p.m.  (Eastern time). All other wire purchases  received
after 12 noon  (Eastern  time)  will  earn  dividends  beginning  the  following
business  day.  Dividends  accruing  on the  day of  redemption  will be paid to
redeeming  shareholders  except for  redemptions by check and where proceeds are
wired the same day. (See "How to Redeem Shares".)

         Each Fund has  qualified  and  intends  to  continue  to  qualify to be
treated as a regulated investment company under the Code. While so qualified, it
is expected that each Fund will not be required to pay any Federal  income taxes
on that portion of its  investment  company  taxable income and any net realized
capital  gains  it   distributes  to   shareholders.   The  Code  imposes  a  4%
nondeductible excise tax on regulated investment  companies,  such as the Funds,
to the extent they do not meet certain  distribution  requirements by the end of
each  calendar   year.   Each  Fund   anticipates   meeting  such   distribution
requirements.  The excise tax generally  does not apply to the tax exempt income
of a regulated  investment  company  (such as Evergreen  Tax Exempt Money Market
Fund) that pays exempt interest dividends. Except as noted below with respect to
Evergreen Tax Exempt Money Market Fund, most  shareholders of the Funds normally
will  have to pay  Federal  income  taxes  and any  state or local  taxes on the
dividends and distributions they receive from a Fund.

         Evergreen  Tax  Exempt  Money  Market  Fund  will   designate  and  pay
exempt-interest  dividends derived from interest earned on qualifying tax exempt
obligations.  Such exempt-interest  dividends may be excluded by shareholders of
the Fund from their gross income for Federal income tax purposes,  however,  (1)
all or a portion of such exempt-interest  dividends may be a specific preference
item for purposes of the Federal  individual and corporate  alternative  minimum
taxes to the extent that they are derived from certain types of private activity
bonds issued after August 7, 1986, and (2) all exempt-interest dividends will be
a component of "adjusted current earnings" for purposes of the Federal corporate
alternative  minimum  tax.  Dividends  paid from  taxable  income,  if any,  and
distributions  of any net realized  short-term  capital gains  (whether from tax
exempt or taxable  obligations)  are  taxable as  ordinary  income,  even though
received in additional Fund shares.  Market  discount  recognized on taxable and
tax-free bonds is taxable as ordinary income, not as excludable income.

         Following the end of each calendar year, every shareholder of the Funds
will be sent applicable tax information and information  regarding the dividends
and capital gain distributions made during the calendar year. Under current law,
the highest  Federal income tax rate  applicable to net long-term  capital gains
realized by  individuals  is 28%. The rate  applicable to  corporations  is 35%.
Since the Funds' gross income is ordinarily  expected to be interest income,  it
is not expected that the 70% dividends-received  deduction for corporations will
be applicable.  Specific questions should be addressed to the investor's own tax
adviser.

         Each Fund is  required by Federal  law to  withhold  31% of  reportable
payments  (which  may  include   dividends,   capital  gain   distributions  and
redemptions)  paid to  certain  shareholders.  In  order to  avoid  this  backup
withholding requirement,  you must certify on the Share Purchase Application, or
on a separate form supplied by State Street, that the investor's social security
or  taxpayer  identification  number is  correct  and that the  investor  is not
currently subject to backup withholding or is exempt from backup withholding.

GENERAL INFORMATION

Portfolio  Transactions.  Consistent  with  the  Rules of Fair  Practice  of the
National  Association of Securities  Dealers,  Inc., and subject to seeking best
price and execution,  a Fund may consider sales of its shares as a factor in the
selection of dealers to enter into portfolio transactions with the Fund.

Organization.  The Evergreen Money Market Fund (formerly  Evergreen Money Market
Trust) is a  Massachusetts  business trust  organized in 1987, the Evergreen Tax
Exempt  Money  Market  Fund is a  separate  investment  series of the  Evergreen
Municipal Trust, which is a Massachusetts  business trust organized in 1988, and
the  Evergreen  Treasury  Money Market Fund is a separate  investment  series of
Evergreen   Investment   Trust  (formerly   First  Union  Funds),   which  is  a
Massachusetts business trust organized in 1984.

         The  Funds  do  not  intend  to  hold  annual   shareholder   meetings;
shareholder  meetings  will  be held  only  when  required  by  applicable  law.
Shareholders have available certain procedures for the removal of Trustees.

         A  shareholder  in each class of a Fund will be  entitled to his or her
share of all dividends and  distributions  from a Fund's assets,  based upon the
relative  value of such shares to those of other Classes of the Fund,  and, upon
redeeming shares,  will receive the then current net asset value of the Class of
shares of the Fund  represented by the redeemed shares less any applicable CDSC.
The Trusts are empowered to establish, without shareholder approval,  additional
investment  series,  which  may  have  different  investment   objectives,   and
additional classes of shares for any existing or future series. If an additional
series or class were  established  in a Fund,  each share of the series or class
would  normally be entitled to one vote for all purposes.  Generally,  shares of
each series and class would vote together as a single class on matters,  such as
the election of Trustees, that affect each series and class in substantially the
same  manner.  Class  A,  B  and  Y  shares  have  identical  voting,  dividend,
liquidation  and other  rights,  except  that each  class  bears,  to the extent
applicable,  its own  distribution  and transfer  agency expenses as well as any
other expenses  applicable only to a specific class.  Each class of shares votes
separately with respect to Rule 12b-1  distribution  plans and other matters for
which separate  class voting is appropriate  under  applicable  law.  Shares are
entitled to dividends as  determined by the Trustees  and, in  liquidation  of a
Fund, are entitled to receive the net assets of the Fund.

Registrar,  Transfer Agent And Dividend-Disbursing  Agent. State Street Bank and
Trust Company,  P.O. Box 9021,  Boston,  Massachusetts  02205-9827  acts as each
Fund's registrar,  transfer agent and dividend-disbursing  agent for a fee based
upon the number of shareholder  accounts  maintained for the Funds. The transfer
agency fee with  respect to the Class B shares will be higher than the  transfer
agency fee with respect to the Class A shares.

Principal   Underwriter.   EFD,  a   wholly-owned   subsidiary  of  Furman  Selz
Incorporated,  located  237  Park  Avenue,  New  York,  New York  10017,  is the
principal  underwriter  of the Funds.  Furman  Selz  Incorporated,  also acts as
sub-administrator  to Evergreen  Treasury  Money Market Fund and which  provides
certain  sub-administrative  services to Evergreen  Asset in connection with its
role as  investment  adviser to  Evergreen  Tax  Exempt  Money  Market  Fund and
Evergreen Treasury Money Market Fund,  including providing personnel to serve as
officers of the Funds.

Other  Classes of Shares.  Evergreen  Money Market Fund offers three  classes of
shares,  Class A, Class B, and Class Y.  Evergreen  Tax Exempt Money Market Fund
and Evergreen Treasury Money Market Fund each offer two classes of shares, Class
A and Class Y. Class Y shares are not  offered by this  Prospectus  and are only
available  to (i) all  shareholders  of  record  in one or more of the Funds for
which Evergreen Asset serves as investment adviser as of December 30, 1994, (ii)
certain  institutional  investors and (iii) investment  advisory clients of CMG,
Evergreen Asset or their affiliates. The dividends payable with respect to Class
A and Class B shares  will be less than those  payable  with  respect to Class Y
shares  due to the  distribution  and  distribution  and  shareholder  servicing
related  expenses  borne by Class A and  Class B shares  and the fact  that such
expenses are not borne by Class Y shares.

Performance  Information.  From  time to time,  a Fund may  quote  its  yield in
advertisements or in reports to shareholders. Yield information may be useful in
reviewing the  performance  of a Fund and for  providing a basis for  comparison
with other investment  alternatives.  However,  since net investment income of a
Fund changes in response to  fluctuations  in interest  rates and Fund expenses,
any given yield quotation  should not be considered  representative  of a Fund's
yields for any future period.

         The  method  of  calculating  each  Fund's  yield  is set  forth in the
Statement of  Additional  Information.  Before  investing in the  Evergreen  Tax
Exempt Money Market Fund, the investor may want to determine which investment --
tax-free or taxable -- will result in a higher after-tax return. To do this, the
yield on the tax-free  investment should be divided by the decimal determined by
subtracting from 1 the highest Federal tax rate to which the investor  currently
is subject.  For example, if the tax-free yield is 6% and the investor's maximum
tax bracket is 36%, the computation is:

                           6% Tax-Free Yield /(1 - .36 Tax Rate) = 6/.64 = 9.38%
Taxable Yield.

         In this example,  the investor's  after-tax  return will be higher from
the 6%  tax-free  investment  if  available  taxable  yields  are  below  9.38%.
Conversely,  the taxable  investment  will provide a higher  return when taxable
yields exceed 9.38%.  This is only an example and is not necessarily  reflective
of a Fund's yield.  The tax equivalent  yield will be lower for investors in the
lower income brackets.

         Comparative  performance information may also be used from time to time
in  advertising  or  marketing  the Fund's  shares,  including  data from Lipper
Analytical Services,  Inc.,  IBC/Donoghue's Money Fund Report, Bank Rate Monitor
and other industry publications.

Liability  Under  Massachusetts  Law.  Under  Massachusetts  law,  trustees  and
shareholders  of a  business  trust  may,  in  certain  circumstances,  be  held
personally  liable for its  obligations.  The  Declarations of Trust under which
Funds operate provide that no trustee or shareholder  will be personally  liable
for the  obligations  of the trust and that every  written  contract made by the
trust  contain a provision to that effect.  If any trustee or  shareholder  were
required to pay any  liability  of the trust,  that person  would be entitled to
reimbursement from the general assets of the trust.

Additional  Information.   This  Prospectus  and  the  Statement  of  Additional
Information,  which have been  incorporated by reference  herein, do not contain
all the information set forth in the Registration Statements filed by the Trusts
with the  Commission  under  the  Securities  Act.  Copies  of the  Registration
Statements may be obtained at a reasonable  charge from the Commission or may be
examined, without charge, at the offices of the Commission in Washington, D.C.

                                       9
 


<PAGE>
  INVESTMENT ADVISER
  Evergreen Asset Management Corp., 2500 Westchester Avenue, Purchase, New York
  10577
      EVERGREEN MONEY MARKET FUND, EVERGREEN TAX EXEMPT MONEY MARKET FUND
  Capital Management Group of First Union National Bank, 201 South College
  Street, Charlotte, North Carolina 28288
      EVERGREEN TREASURY MONEY MARKET FUND
  CUSTODIAN & TRANSFER AGENT
  State Street Bank & Trust Company, Box 9021, Boston, Massachusetts 02205-9827
  LEGAL COUNSEL
  Sullivan & Worcester, 1025 Connecticut Avenue, N.W., Washington, D.C. 20036
  INDEPENDENT ACCOUNTANTS
  Price Waterhouse LLP, 1177 Avenue of the Americas, New York, New York 10036
      EVERGREEN MONEY MARKET FUND, EVERGREEN TAX EXEMPT MONEY MARKET FUND
  KPMG Peat Marwick, LLP One Mellon Bank Center Pittsburgh, Pennsylvania 15219
      EVERGREEN TREASURY MONEY MARKET FUND
  DISTRIBUTOR
  Evergreen Funds Distributor, Inc., 237 Park Avenue, New York, New York 10017
                                                                          536120
 




<PAGE>
  PROSPECTUS                                                     July 7, 1995
  EVERGREEN(SM) MONEY MARKET FUNDS             (Evergreen logo appears here) 
  EVERGREEN MONEY MARKET FUND
  EVERGREEN TAX EXEMPT MONEY MARKET FUND
  EVERGREEN TREASURY MONEY MARKET FUND
  CLASS Y SHARES
           The Evergreen Money Market Funds (the "Funds") are designed to
  provide investors with current income, stability of principal and
  liquidity. This Prospectus provides information regarding the Class Y
  shares offered by the Funds. Each Fund is, or is a series of, an open-end,
  diversified, management investment company. This Prospectus sets forth
  concise information about the Funds that a prospective investor should know
  before investing. The address of the Funds is 2500 Westchester Avenue,
  Purchase, New York 10577.
           A "Statement of Additional Information" for the Funds dated July
  7, 1995 has been filed with the Securities and Exchange Commission and is
  incorporated by reference herein. The Statement of Additional Information
  provides information regarding certain matters discussed in this Prospectus
  and other matters which may be of interest to investors, and may be
  obtained without charge by calling the Funds at (800) 235-0064. There can
  be no assurance that the investment objective of any Fund will be achieved.
  Investors are advised to read this Prospectus carefully.
  THE SHARES OFFERED BY THIS PROSPECTUS ARE NOT DEPOSITS OR OBLIGATIONS OF
  FIRST UNION OR ANY SUBSIDIARIES OF FIRST UNION, ARE NOT ENDORSED OR
  GUARANTEED BY FIRST UNION OR ANY SUBSIDIARIES OF FIRST UNION, AND ARE NOT
  INSURED OR OTHERWISE PROTECTED BY THE FEDERAL DEPOSIT INSURANCE
  CORPORATION, THE FEDERAL RESERVE BOARD, OR ANY OTHER GOVERNMENT AGENCY AND
  INVOLVE RISK, INCLUDING THE POSSIBLE LOSS OF PRINCIPAL.
  AN INVESTMENT IN THE FUNDS IS NEITHER INSURED NOR GUARANTEED BY THE U.S.
  GOVERNMENT, AND THERE CAN BE NO ASSURANCE THAT THE FUNDS WILL BE ABLE TO
  MAINTAIN A STABLE NET ASSET VALUE OF $1.00 PER SHARE.
  THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
  AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
  SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
  PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION
  TO THE CONTRARY IS A CRIMINAL OFFENSE.
                   KEEP THIS PROSPECTUS FOR FUTURE REFERENCE
  EVERGREEN(SM) is a Service Mark of Evergreen Asset Management Corp.
  Copyright 1995, Evergreen Asset Management Corp.
 
<PAGE>
                               TABLE OF CONTENTS
<TABLE>
<S>                                                       <C>
OVERVIEW OF THE FUNDS                                       2
EXPENSE INFORMATION                                         3
FINANCIAL HIGHLIGHTS                                        5
DESCRIPTION OF THE FUNDS
         Investment Objectives and Policies                10
         Investment Practices and Restrictions             13
MANAGEMENT OF THE FUNDS
         Investment Advisers                               14
         Sub-Adviser                                       15
PURCHASE AND REDEMPTION OF SHARES
         How to Buy Shares                                 16
         How to Redeem Shares                              17
         Exchange Privilege                                18
         Shareholder Services                              19
         Effect of Banking Laws                            19
OTHER INFORMATION
         Dividends, Distributions and Taxes                20
         General Information                               21
</TABLE>
 
                             OVERVIEW OF THE FUNDS
       The following summary is qualified in its entirety by the more detailed
information contained elsewhere in this Prospectus. See "Description of the
Funds" and "Management of the Funds".
       The Investment Adviser to EVERGREEN MONEY MARKET FUND and EVERGREEN TAX
EXEMPT MONEY MARKET FUND is Evergreen Asset Management Corp. ("Evergreen Asset")
which, with its predecessors, has served as an investment adviser to the
Evergreen Funds since 1971. Evergreen Asset is a wholly-owned subsidiary of
First Union National Bank of North Carolina ("FUNB"), which in turn is a
subsidiary of First Union Corporation, one of the ten largest bank holding
companies in the United States. The Capital Management Group of FUNB ("CMG")
serves as investment adviser to EVERGREEN TREASURY MONEY MARKET FUND.
       EVERGREEN MONEY MARKET FUND seeks as high a level of current income as is
consistent with preserving capital and providing liquidity. The Fund will invest
only in high quality money market instruments.
       EVERGREEN TAX EXEMPT MONEY MARKET FUND seeks as high a level of current
income exempt from Federal income tax as is consistent with preserving capital
and providing liquidity. The Fund invests substantially all of its assets in
short-term municipal securities, the interest from which is exempt from Federal
income tax.
       EVERGREEN TREASURY MONEY MARKET FUND (formerly First Union Treasury Money
Market Portfolio) seeks to achieve stability of principal and current income
consistent with stability of principal.
       Each Fund seeks to maintain a stable net asset value of $1.00 per share
although no assurances can be given that such a stable net asset value will be
maintained.
    THERE IS NO ASSURANCE THAT THE INVESTMENT OBJECTIVE OF ANY FUND WILL BE
                                   ACHIEVED.
                                       2
 
<PAGE>
                              EXPENSE INFORMATION
       The table set forth below summarizes the shareholder transaction costs
associated with an investment in the Class Y Shares of the Fund. For further
information see "Purchase and Redemption of Shares".
<TABLE>
<CAPTION>
SHAREHOLDER TRANSACTION EXPENSES
<S>                                                    <C>
Maximum Sales Charge Imposed on Purchases                    None
Sales Charge on Dividend Reinvestments                       None
Contingent Deferred Sales Charge                             None
Redemption Fee                                               None
Exchange Fee (only applies after 4 exchanges per
year)                                                      $ 5.00
</TABLE>
 
       The following table shows for the Fund the estimated annual operating
expenses (as a percentage of average net assets) attributable to Class Y Shares,
together with examples of the cumulative effect of such expenses on a
hypothetical $1,000 investment for the periods specified assuming (i) a 5%
annual return and (ii) redemption at the end of each period.
EVERGREEN MONEY MARKET FUND (A)
<TABLE>
<CAPTION>
                                          ANNUAL OPERATING                                             EXAMPLE
                                              EXPENSES                                                 Class Y
<S>                                       <C>                <C>                                       <C>
Advisory Fees                                   .50%
                                                             After 1 Year                                $ 7
12b-1 Fees                                        --         After 3 Years
                                                             After 3 Years                               $23
Other Expenses                                  .21%
                                                             After 5 Years                               $40
                                                             After 10 Years                              $88
Total                                           .71%
</TABLE>
 
EVERGREEN TAX EXEMPT MONEY MARKET FUND (B)
<TABLE>
<CAPTION>
                                          ANNUAL OPERATING                                             EXAMPLE
                                              EXPENSES                                                 Class Y
<S>                                       <C>                <C>                                       <C>
Advisory Fees                                   .50%
                                                             After 1 Year                                $ 6
12b-1 Fees                                        --
                                                             After 3 Years                               $18
Other Expenses                                  .05%
                                                             After 5 Years                               $31
                                                             After 10 Years                              $69
Total                                           .55%
</TABLE>
 
EVERGREEN TREASURY MONEY MARKET FUND
<TABLE>
<CAPTION>
                                          ANNUAL OPERATING                                             EXAMPLE
                                              EXPENSES                                                 Class Y
<S>                                       <C>                <C>                                       <C>
Advisory Fees                                   .35%
                                                             After 1 Year                                $ 5
Administrative Fees                             .06%
                                                             After 3 Years                               $15
12b-1 Fees                                        --
                                                             After 5 Years                               $26
Other Expenses                                  .05%
                                                             After 10 Years                              $58
Total                                           .46%
</TABLE>
 
(a) Estimated annual operating expenses reflect the combination of EVERGREEN
    MONEY MARKET FUND and First Union Money Market Portfolio.
(b) Estimated annual operating expenses reflect the combination of EVERGREEN TAX
    EXEMPT MONEY MARKET FUND and First Union Tax Free Money Market Portfolio.
                                       3
 
<PAGE>
       Evergreen Asset has agreed to reimburse EVERGREEN MONEY MARKET FUND and
EVERGREEN TAX EXEMPT MONEY MARKET FUND to the extent that the Fund's aggregate
annual operating expenses (including the Adviser's fee, but excluding interest,
taxes, brokerage commissions, Rule 12b-1 distribution fees and shareholder
services fees, and extraordinary expenses) exceed 1% of the Fund's average net
assets.
       The estimated operating expenses and examples do not reflect fee waivers
and expense reimbursements for the most recent fiscal year. Actual expenses, net
of fee waivers and expense reimbursements for the fiscal year ended December 31,
1994 or August 31, 1994, as applicable for Class Y Shares were as follows:
<TABLE>
<S>                                                                                               <C>
EVERGREEN MONEY MARKET FUND                                                                       .32%
EVERGREEN TAX EXEMPT MONEY MARKET FUND                                                            .34%
EVERGREEN TREASURY MONEY MARKET FUND                                                              .20%
</TABLE>
 
       From time to time, each Fund's investment adviser may, at its discretion,
waive its fee or reimburse a Fund for certain of its expenses in order to reduce
a Fund's expense ratio. The Adviser may cease these voluntary waivers or
reimbursements at any time.
       The purpose of the foregoing table is to assist an investor in
understanding the various costs and expenses that an investor in Class Y Shares
of the Funds will bear directly or indirectly. The amounts set forth under
"Other Expenses" as well as the amounts set forth in the examples are estimated
amounts based on historical experience for the most recent fiscal period. Such
expenses have been restated to reflect current fee arrangements. THE EXAMPLES
SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE EXPENSES OR ANNUAL
RETURN. ACTUAL EXPENSES AND ANNUAL RETURN MAY BE GREATER OR LESS THAN THOSE
SHOWN. For a more complete description of the various costs and expenses borne
by the Funds see "Management of the Funds".
                                       4
 
<PAGE>
                              FINANCIAL HIGHLIGHTS
       The tables on the following pages present, for each Fund, financial
highlights for a share outstanding throughout each period indicated. The
information in the tables for the five most recent fiscal years or the life of
the fund if shorter for EVERGREEN TREASURY MONEY MARKET FUND has been audited by
KPMG Peat Marwick LLP, the Fund's independent auditors, for EVERGREEN MONEY
MARKET FUND and EVERGREEN TAX EXEMPT MONEY MARKET FUND has, except as noted
otherwise, been audited by Price Waterhouse LLP, each Fund's independent
auditors. A report of KPMG Peat Marwick LLP or Price Waterhouse LLP, as the case
may be, on the audited information with respect to each Fund is incorporated by
reference in the Fund's Statement of Additional Information. The following
information for each Fund should be read in conjunction with the financial
statements and related notes which are incorporated by reference in the Fund's
Statement of Additional Information.
       Further information about a Fund's performance is contained in the Fund's
annual report to shareholders, which may be obtained without charge.
EVERGREEN MONEY MARKET FUND -- Y SHARES
<TABLE>
<CAPTION>
                                      SIX MONTHS
                                        ENDED        TEN MONTHS
                                     FEBRUARY 28,      ENDED
                                         1995        AUGUST 31,                YEAR ENDED OCTOBER 31,
                                     (UNAUDITED)       1994#        1993      1992      1991      1990      1989
<S>                                  <C>             <C>           <C>       <C>       <C>       <C>       <C>
PER SHARE DATA
Net asset value, beginning of
  period...........................      $1.00          $1.00       $1.00     $1.00     $1.00     $1.00     $1.00
Income from investment operations:
Net investment income..............        .02            .03         .03       .04       .07       .08       .09
  Total from investment
    operations.....................        .02            .03         .03       .04       .07       .08       .09
Less distributions to shareholders
  from net investment income.......       (.02)          (.03)       (.03)     (.04)     (.07)     (.08)     (.09)
Net asset value, end of period.....      $1.00          $1.00       $1.00     $1.00     $1.00     $1.00     $1.00
TOTAL RETURN+......................       2.4%           2.9%        3.2%      4.2%      6.7%      8.4%      9.4%
RATIOS & SUPPLEMENTAL DATA
Net assets, end of period
  (in millions)....................       $244           $273        $299      $358      $438      $458      $408
Ratios to average net assets:
  Expenses (a).....................       .54%++         .32%++      .39%      .36%      .30%      .35%      .38%
  Net investment income (a)........      4.88%++        3.46%++     3.19%     4.18%     6.53%     8.08%     9.42%
<CAPTION>
 
                                     NOVEMBER 2, 1987*
                                          THROUGH
                                     OCTOBER 31, 1988
<S>                                   <C>
PER SHARE DATA
Net asset value, beginning of
  period...........................         $1.00
Income from investment operations:
Net investment income..............           .07
  Total from investment
    operations.....................           .07
Less distributions to shareholders
  from net investment income.......          (.07)
Net asset value, end of period.....         $1.00
TOTAL RETURN+......................          7.4%
RATIOS & SUPPLEMENTAL DATA
Net assets, end of period
  (in millions)....................          $161
Ratios to average net assets:
  Expenses (a).....................          .43%++
  Net investment income (a)........         7.26%++
</TABLE>
 
#  On September 21, 1994, the Fund changed its fiscal year end from October 31
   to August 31.
*  Commencement of operations.
+  Total return is calculated for the periods indicated and is not annualized.
++ Annualized.
(a) Net of expense waivers and reimbursements. If the Fund had borne all
    expenses that were assumed or waived by the investment adviser, the
    annualized ratios of expenses and net investment income to average net
    assets, exclusive of any applicable state expense limitations, would have
    been the following:
<TABLE>
<CAPTION>
                                    SIX MONTHS
                                      ENDED        TEN MONTHS
                                   FEBRUARY 28,      ENDED                      YEAR ENDED                    NOVEMBER 2, 1987
                                       1995        AUGUST 31,                   OCTOBER 31,                       THROUGH
                                   (UNAUDITED)        1994       1993     1992     1991     1990     1989     OCTOBER 31, 1988
<S>                                <C>             <C>           <C>      <C>      <C>      <C>      <C>      <C>
Expenses........................        .74%           .71%       .71%     .72%     .70%     .69%     .75%           .93%
Net investment income...........       4.68%          3.07%      2.87%    3.82%    6.13%    7.74%    9.05%          6.76%
</TABLE>
 
                                       5
 
<PAGE>
EVERGREEN MONEY MARKET FUND -- CLASS A AND B SHARES
<TABLE>
<CAPTION>
                                                                                          CLASS A SHARES       CLASS B SHARES
                                                                                         JANUARY 4, 1995*     JANUARY 26, 1995*
                                                                                              THROUGH              THROUGH
                                                                                         FEBRUARY 28, 1995    FEBRUARY 28, 1995
                                                                                            (UNAUDITED)          (UNAUDITED)
<S>                                                                                      <C>                  <C>
PER SHARE DATA
Net asset value, beginning of period..................................................        $ 1.000              $ 1.000
Income from investment operations:
Net investment income.................................................................           .008                 .004
  Total income from investment operations.............................................           .008                 .004
Less distributions to shareholders from net investment income.........................          (.008)               (.004)
Net asset value, end of period........................................................        $ 1.000              $ 1.000
TOTAL RETURN+.........................................................................            .8%                  .4%
RATIOS & SUPPLEMENTAL DATA
Net assets, end of period (000's omitted).............................................           $668                  $35
Ratios to average net assets:
  Expenses (a)........................................................................           .85%++              1.56%++
  Net investment income (a)...........................................................          5.40%++              5.03%++
</TABLE>
 
*  Commencement of class operations.
+  Total return is calculated on net asset value. Contingent deferred sales
   charge is not reflected. Total return is calculated for the periods indicated
   and is not annualized.
++ Annualized. Due to the recent commencement of their offering, the ratios for
   Class A and Class B shares are not necessarily comparable to that of the
   Class Y shares, and are not necessarily indicative of future ratios.
(a) Net of expense waivers and reimbursements. If the Fund had borne all
    expenses that were assumed or waived by the investment adviser, the
    annualized ratios of expenses and net investment income to average net
    assets, exclusive of any applicable state expense limitations, would have
    been the following:
<TABLE>
<CAPTION>
                                                                  CLASS A SHARES       CLASS B SHARES
                                                                  JANUARY 4, 1995     JANUARY 26, 1995
                                                                      THROUGH              THROUGH
                                                                 FEBRUARY 28, 1995    FEBRUARY 28, 1995
                                                                    (UNAUDITED)          (UNAUDITED)
<S>                                                              <C>                  <C>
Expenses......................................................         1.30%                2.00%
Net investment income.........................................         4.95%                4.59%
</TABLE>
 
                                       6
 
<PAGE>
EVERGREEN TAX EXEMPT MONEY MARKET FUND -- CLASS Y SHARES
<TABLE>
<CAPTION>
                                             SIX MONTHS
                                                ENDED                                                              NOVEMBER 2,
                                          FEBRUARY 28, 1995                YEAR ENDED AUGUST 31,                  1988* THROUGH
                                             (UNAUDITED)        1994      1993      1992      1991      1990     AUGUST 31, 1989
<S>                                       <C>                  <C>       <C>       <C>       <C>       <C>       <C>
PER SHARE DATA
Net asset value, beginning of period...          $1.00          $1.00     $1.00     $1.00     $1.00     $1.00          $1.00
Income from investment operations:
  Net investment income................            .02            .02       .03       .04       .05       .06            .05
    Total from investment operations...            .02            .02       .03       .04       .05       .06            .05
Less distributions to shareholders from
  net investment income................           (.02)          (.02)     (.03)     (.04)     (.05)     (.06)          (.05)
Net asset value, end of period.........          $1.00          $1.00     $1.00     $1.00     $1.00     $1.00          $1.00
TOTAL RETURN...........................           1.7%           2.5%      2.6%      3.7%      5.5%      6.2%           5.5%
RATIOS & SUPPLEMENTAL DATA
Net assets, end of period (in
  millions)............................           $387           $402      $401      $417      $510      $311           $109
Ratios to average net assets:
  Expenses (a).........................            .51++         .34%      .34%      .32%      .28%      .31%           .24%++
  Net investment income (a)............           3.34++        2.47%     2.58%     3.72%     5.23%     5.94%          6.77%++
</TABLE>
 
*  Commencement of operations.
+  Total return is calculated on net asset value for the period indicated and is
   not annualized.
++  Annualized.
(a) Net of expense waivers and reimbursements. If the Fund had borne all
    expenses that were assumed or waived by the investment adviser, the
    annualized ratios of expenses and net investment income to average net
    assets, exclusive of any applicable state expense limitations, would have
    been the following:
<TABLE>
<CAPTION>
                                         SIX MONTHS ENDED
                                           FEBRUARY 28,                                                    NOVEMBER 2, 1988
                                               1995                    YEAR ENDED AUGUST 31,              THROUGH AUGUST 31,
                                           (UNAUDITED)       1994     1993     1992     1991     1990            1989
<S>                                      <C>                 <C>      <C>      <C>      <C>      <C>      <C>
Expenses..............................          .64%          .64%     .63%     .63%     .66%     .71%            .79%
Net investment income.................         3.21%         2.17%    2.29%    3.41%    4.85%    5.54%           6.22%
</TABLE>
 
                                       7
 
<PAGE>
EVERGREEN TAX EXEMPT MONEY MARKET FUND -- CLASS A SHARES
<TABLE>
<CAPTION>
                                                                                                             JANUARY 5, 1995*
                                                                                                                  THROUGH
                                                                                                             FEBRUARY 28, 1995
                                                                                                                (UNAUDITED)
<S>                                                                                                          <C>
PER SHARE DATA
Net asset value, beginning of period......................................................................        $ 1.000
Income from investment operations:
Net investment income.....................................................................................           .005
  Total from investment operations........................................................................           .005
Distributions to shareholders from net investment income..................................................          (.005)
Net asset value, end of period............................................................................        $ 1.000
TOTAL RETURN+.............................................................................................            .5%
RATIOS & SUPPLEMENTAL DATA
Net assets, end of period (000's omitted).................................................................           $144
Ratios to average net assets:
  Expenses (a)............................................................................................           .83%++
  Net investment income (a)...............................................................................          3.53%++
</TABLE>
 
*  Commencement of class operations.
+  Total return is calculated on net asset value per share for the period
   indicated and is not annualized.
++ Annualized. Due to the recent commencement of its offering, the ratios for
   Class A shares are not necessarily comparable to that of the Class Y shares,
   and are not necessarily indicative of future ratios.
(a) Net of expense waivers and reimbursements. If the Fund had borne all
    expenses that were assumed or waived by the investment adviser, the
    annualized ratios of expenses and net investment income to average net
    assets, exclusive of any applicable state expense limitations, would have
    been the following:
<TABLE>
<CAPTION>
                                                                                      JANUARY 5, 1995
                                                                                          THROUGH
                                                                                     FEBRUARY 28, 1995
                                                                                        (UNAUDITED)
<S>                                                                                  <C>
Expenses..........................................................................         1.30%
Net investment income.............................................................         3.06%
</TABLE>
 
                                       8
 
<PAGE>
EVERGREEN TREASURY MONEY MARKET FUND
<TABLE>
<CAPTION>
                                              CLASS A SHARES                                      CLASS Y SHARES
                                                                   MARCH 6,                                            MARCH 6,
                                                                    1991*                                               1991*
                                                                   THROUGH                                             THROUGH
                                 YEAR ENDED DECEMBER 31,         DECEMBER 31,        YEAR ENDED DECEMBER 31,         DECEMBER 31,
                               1994        1993        1992          1991          1994        1993        1992          1991
<S>                          <C>         <C>         <C>         <C>             <C>         <C>         <C>         <C>
PER SHARE DATA
Net asset value, beginning
  of period...............      $1.00       $1.00       $1.00         $1.00         $1.00       $1.00       $1.00         $1.00
Income from investment
  operations:
Net investment income.....        .04         .03         .03           .04           .04         .03         .04           .05
Less distributions to
  shareholders from net
  investment income.......       (.04)       (.03)       (.03)         (.04)         (.04)       (.03)       (.04)         (.05)
Net asset value, end of
  period..................      $1.00       $1.00       $1.00         $1.00         $1.00       $1.00       $1.00         $1.00
TOTAL RETURN+.............       3.8%        2.7%        3.4%          4.5%          4.1%        3.0%        3.7%          4.7%
Net assets, end of period
  (000's omitted).........   $755,050    $261,475    $208,792      $ 99,549      $162,921    $366,109    $286,230      $265,109
Ratios to average net
  assets:
  Expenses (a)............       .50%        .48%        .48%          .47%++        .20%        .18%        .17%          .20%++
  Net investment
    income (a)............      3.91%       2.70%       3.22%         4.95%++       3.78%       3.00%       3.61%         5.53%++
</TABLE>
 
*  Commencement of operations.
+  Total return is calculated on net asset value per share for the period
   indicated and is not annualized.
++  Annualized.
(a) Net of expense waivers and reimbursements. If the Fund had borne all
    expenses that were assumed or waived by the investment adviser, the
    annualized ratios of expenses and net investment income to average net
    assets, exclusive of any applicable state expense limitations, would have
    been the following:
<TABLE>
<CAPTION>
                                           CLASS A SHARES                                     CLASS Y SHARES
                                 YEAR ENDED              MARCH 6, 1991              YEAR ENDED              MARCH 6, 1991
                                DECEMBER 31,          THROUGH DECEMBER 31,         DECEMBER 31,          THROUGH DECEMBER 31,
                           1994     1993     1992             1991            1994     1993     1992             1991
<S>                        <C>      <C>      <C>      <C>                     <C>      <C>      <C>      <C>
Expenses................    .78%     .82%     .82%            1.08%            .48%     .52%     .52%             .52%
Net investment income...   3.63%    2.36%    2.88%            4.34%           3.50%    2.66%    3.26%    5.21%
</TABLE>
                                       9
 
<PAGE>
 
10

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

            DESCRIPTION OF THE FUNDS
- -------------------------------------------------------------------------------

INVESTMENT OBJECTIVES AND POLICIES

Evergreen Money Market Fund

         The investment  objective of Evergreen  Money Market Fund is to achieve
as high a level of current income as is consistent with  preserving  capital and
providing  liquidity.  This  objective  is a  fundamental  policy and may not be
changed  without  shareholder  approval.  The Fund invests in high quality money
market  instruments,  which  are  determined  to be of  eligible  quality  under
Securities and Exchange  Commission  ("SEC") rules and to present minimal credit
risk. Under SEC rules,  eligible securities include First Tier Securities (i.e.,
securities  rated in the highest  short-term  rating  category)  and Second Tier
Securities  (i.e.,  securities  which  are not in the  First  Tier).  The  rules
prohibit  the  Fund  from  holding  more  than 5% of its  value in  Second  Tier
Securities. The Fund's permitted investments include:

         1.  Marketable  obligations  of, or  guaranteed  by, the United  States
Government,  its agencies or  instrumentalities,  including issues of the United
States Treasury, such as bills,  certificates of indebtedness,  notes and bonds,
and issues of agencies and instrumentalities  established under the authority of
an act of Congress. Some of these securities are supported by the full faith and
credit of the United States Government, others are supported by the right of the
issuer to borrow from the Treasury,  and still others are supported  only by the
credit of the agency or  instrumentality.  Agencies or  instrumentalities  whose
securities  are  supported  by the full faith and  credit of the  United  States
include,  but are not limited to, the Federal  Housing  Administration,  Farmers
Home  Administration,  Export-Import  Bank of the United States,  Small Business
Administration  and  Government  National  Mortgage  Association.   Examples  of
agencies or instrumentalities whose securities are supported by the right of the
issuer to borrow from the Treasury include,  but are not limited to, the Federal
Home Loan Bank,  Federal  Intermediate  Credit Banks,  Federal National Mortgage
Association and Tennessee Valley Authority.  Agencies or instrumentalities whose
securities  are  supported  only by the credit of the agency or  instrumentality
include  the  Interamerican  Development  Bank  and the  International  Bank for
Reconstruction and Development.  These obligations are supported by appropriated
but unpaid commitments of its member countries. There are no assurances that the
commitments will be undertaken in the future.

         2.  Commercial  paper,  including  variable amount master demand notes,
that is rated in one of the two highest  short-term rating categories by any two
of Standard & Poor's Ratings Group ("S&P") or Moody's  Investors  Service,  Inc.
("Moody's") or any other nationally  recognized  statistical rating organization
("SRO") (or by a single rating agency if only one of these agencies has assigned
a rating).  The Fund will not invest more than 10% of its total  assets,  at the
time of the investment in question,  in variable amount master demand notes. For
a description of these ratings see the Statement of Additional Information.

         3. Corporate debt securities and bank obligations that are rated in one
of the two highest  short-term  rating categories by any two of S&P, Moody's and
any other SRO (or by a single  rating  agency if only one of these  agencies has
assigned a rating).

         4.  Unrated  corporate  debt  securities,  commercial  paper  and  bank
obligations  that  are  issued  by an  issuer  that has  outstanding  a class of
short-term debt instruments (i.e.,  instruments having a maturity of 366 days or
less) that (A) is comparable in priority and security to the unrated  securities
and (B) meets the rating requirements of paragraphs 2 or 3 above.

         5.  Unrated  corporate  debt  securities,  commercial  paper  and  bank
obligations  issued by domestic and foreign  companies which have an outstanding
long-term  debt  issue  rated  in the top  two  rating  categories  by a SRO and
determined by the Trustees to be of comparable quality.

         6.  Unrated  corporate debt securities,  commercial paper and bank  
obligations  otherwise  determined by the Trustees to be of comparable quality.

         7.  Repurchase agreements with respect to the securities described in 
paragraphs 1 through 6 above.

         The Fund may invest up to 30% of its total assets in bank  certificates
of  deposit  and  bankers'  acceptances  payable in U.S.  dollars  and issued by
foreign banks (including U.S.  branches of foreign banks) or by foreign branches
of  U.S.  banks.  These  investments  involve  risks  that  are  different  from
investments in domestic  securities.  These risks may include future unfavorable
political and economic  developments,  possible  withholding  taxes,  seizure of
foreign deposits,  currency controls, interest limitations or other governmental
restrictions  which  might  affect the payment of  principal  or interest on the
securities  in the Fund's  portfolio.  Additionally,  there may be less publicly
available information about foreign issuers.

         The Fund may invest in commercial paper and other short-term  corporate
obligations which meet the rating criteria specified in paragraphs 3 and 4 above
which  are  issued  in  private  placements  pursuant  to  Section  4(2)  of the
Securities  Act of 1933 (the "Act").  Such  securities  are not  registered  for
purchase and sale by the public under the Act. The Fund has been  informed  that
the staff of the SEC does not consider such securities to be readily marketable.
The Fund will not invest more than 10% of its total assets in  securities  which
are not readily  marketable  (including  private  placement  securities)  and in
repurchase agreements maturing in more than seven days.

         The Fund may employ certain additional  investment strategies which are
discussed in "Investment Practices and Restrictions", below.

Evergreen Tax Exempt Money Market Fund

         The  investment  objective of Evergreen Tax Exempt Money Market Fund is
to achieve as high a level of current  income exempt from Federal income tax, as
is consistent with preserving capital and providing liquidity. This objective is
a fundamental policy and may not be changed without  shareholder  approval.  The
Fund will seek to achieve its  objective by investing  substantially  all of its
assets in a diversified portfolio of short-term (i.e., with remaining maturities
not  exceeding  397 days) debt  obligations  issued by states,  territories  and
possessions  of the United  States and by the  District of  Columbia,  and their
political subdivisions and duly constituted authorities, the interest from which
is exempt from  Federal  income tax.  Such  securities  are  generally  known as
Municipal Securities (see "Municipal Securities" below.)

         The  Fund  will  invest  in  Municipal  Securities  only  if  they  are
determined  to be of  eligible  quality  under SEC rules and to present  minimum
credit risk.  Municipal  Securities  in which the Fund may invest  include:  (i)
municipal  securities  that are  rated in one of the top two  short-term  rating
categories by any two of S&P, Moody's or any other nationally recognized SRO (or
by a single rating agency if only one of these  agencies has assigned a rating);
(ii) municipal  securities  that are issued by an issuer that has  outstanding a
class of short-term  debt  instruments  (i.e.,  having a maturity of 366 days or
less) that (A) is  comparable in priority and security to such  instruments  and
(B) meets the  rating  requirements  above;  and (iii)  bonds  with a  remaining
maturity  of 397 days or less  that are  rated no lower  than one of the top two
long-term  rating  categories by any SRO and determined by the Trustees to be of
comparable  quality.  For a  description  of such  ratings see the  Statement of
Additional  Information.  The Fund may also purchase Municipal  Securities which
are unrated at the time of purchase up to a maximum of 20% of its total  assets,
if such  securities  are  determined by the Fund's  Trustees to be of comparable
quality. Certain Municipal Securities (primarily variable rate demand notes) may
be entitled to the benefit of standby  letters of credit or similar  commitments
issued by banks or other  financial  institutions  and, in such  instances,  the
Trustees  will take into account the  obligation  of the bank in  assessing  the
quality  of such  security.  The  ability  of the  Fund to meet  its  investment
objective is  necessarily  subject to the ability of  municipal  issuers to meet
their payment obligations.

         Interest  income on certain  types of bonds issued after August 7, 1986
to finance nongovernmental  activities is an item of "tax-preference" subject to
the Federal  alternative  minimum tax for individuals and  corporations.  To the
extent the Fund invests in these  "private  activity"  bonds (some of which were
formerly  referred  to  as  "industrial  development"  bonds),   individual  and
corporate  shareholders,  depending  on  their  status,  may be  subject  to the
alternative minimum tax on the part of the Fund's distributions derived from the
bonds.  As a matter of  fundamental  policy,  which may not be  changed  without
shareholder  approval,  the Fund will  invest at least 80% of its net  assets in
Municipal  Securities,  the  interest  from which is not  subject to the Federal
alternative minimum tax.

Municipal Securities.  As noted above, the Fund will invest substantially all of
its assets in Municipal  Securities.  These include municipal bonds,  short-term
municipal  notes and tax exempt  commercial  paper.  "Municipal  bonds" are debt
obligations  issued to obtain funds for various public  purposes that are exempt
from Federal  income tax in the opinion of issuer's  counsel.  The two principal
classifications of municipal bonds are "general obligation" and "revenue" bonds.
General  obligation  bonds are secured by the issuer's pledge of its full faith,
credit and taxing power for the payment of principal and interest. Revenue bonds
are payable only from the revenues  derived from a particular  facility or class
of facilities  or, in some cases,  from the proceeds of a special  excise tax or
other specific source such as from the user of the facility being financed.  The
term  "municipal  bonds"  also  includes  "moral  obligation"  issues  which are
normally issued by special purpose  authorities.  Industrial  development  bonds
("IDBs") and private activity bonds ("PABs") are in most cases revenue bonds and
are not payable from the unrestricted revenues of the issuer. The credit quality
of IDBs and PABs is  usually  directly  related to the  credit  standing  of the
corporate user of the facilities  being  financed.  Participation  interests are
interests in municipal bonds, including IDBs and PABs, and floating and variable
rate obligations that are owned by banks. These interests carry a demand feature
permitting  the holder to tender them back to the bank,  which demand feature is
backed by an  irrevocable  letter of credit or guarantee of the bank. A put bond
is a municipal bond which gives the holder the  unconditional  right to sell the
bond  back to the  issuer  at a  specified  price and  exercise  date,  which is
typically  well in advance of the bond's  maturity date.  "Short-term  municipal
notes" and "tax exempt  commercial  paper" include tax anticipation  notes, bond
anticipation  notes,  revenue  anticipation  notes and other forms of short-term
loans.  Such notes are issued with a short-term  maturity in anticipation of the
receipt of tax funds, the proceeds of bond placements and other revenues.

Floating Rate and Variable Rate Obligations.  Municipal  Securities also include
certain  variable rate and floating rate municipal  obligations  with or without
demand  features.  These  variable rate  securities  do not have fixed  interest
rates;  rather,  those rates  fluctuate  based upon changes in specified  market
rates,  such as the  prime  rate,  or are  adjusted  at  predesignated  periodic
intervals.  Such securities  must comply with conditions  established by the SEC
under which they may be considered to have  remaining  maturities of 397 days or
less.  Certain of these  obligations  may carry a demand  feature that gives the
Fund the right to demand  prepayment  of the  principal  amount of the  security
prior to its maturity  date.  The demand  obligation may or may not be backed by
letters of credit or other guarantees of banks or other financial  institutions.
Such  guarantees  may  enhance  the  quality  of the  security.  As a matter  of
fundamental policy, which may not be changed without shareholder  approval,  the
Fund will limit the value of its  investments  in any floating or variable  rate
securities  which  are not  readily  marketable  and in all  other  not  readily
marketable securities to 10% or less of its total assets.

Stand-by  Commitments.  The Fund may also acquire  "stand-by  commitments"  with
respect  to  Municipal  Securities  held  in its  portfolio.  Under  a  stand-by
commitment,  a dealer  agrees  to  purchase,  at the  Fund's  option,  specified
Municipal  Securities  at a specified  price.  The Fund  expects  that  stand-by
commitments  generally  will be  available  without  the  payment  of  direct or
indirect  consideration.  However, if necessary and advisable,  the Fund may pay
for stand-by  commitments  either separately in cash or by paying a higher price
for portfolio  securities  which are acquired subject to such a commitment (thus
reducing the yield to maturity otherwise available for the same securities). The
total amount paid in either manner for outstanding  stand-by commitments held in
the Fund's portfolio will not exceed 10% of the value of the Fund's total assets
calculated immediately after each stand-by commitment is acquired. The Fund will
enter into stand-by  commitments only with banks and broker-dealers that, in the
judgment of the Fund's investment adviser, present minimal credit risks.

Taxable Investments. The Fund may temporarily invest up to 20% of the Fund's net
assets  in  taxable   securities   under  any  one  or  more  of  the  following
circumstances:  (a) pending  investment of proceeds of sale of Fund shares or of
portfolio   securities,   (b)  pending  settlement  of  purchases  of  portfolio
securities, and (c) to maintain liquidity for the purpose of meeting anticipated
redemptions.  In addition,  the Fund may temporarily invest more than 20% of its
total assets in taxable securities for defensive  purposes.  The Fund may invest
for  defensive  purposes  during  periods when the Fund's  assets  available for
investment  exceed  the  available  Municipal  Securities  that meet the  Fund's
quality and other investment criteria.  Taxable securities in which the Fund may
invest  on  a  short-term  basis  include   obligations  of  the  United  States
Government,  its agencies or instrumentalities,  including repurchase agreements
with banks or  securities  dealers  involving  such  securities;  time  deposits
maturing in not more than seven days; other debt securities rated within the two
highest ratings assigned by an SRO;  commercial paper rated in the highest grade
by Moody's or S&P; and  certificates of deposit issued by United States branches
of United States banks with assets of $1 billion or more.

         The Fund may employ certain additional  investment strategies which are
discussed in "Investment Practices and Restrictions", below.

Evergreen Treasury Money Market Fund

         The investment objective of Evergreen Treasury Money Market Fund, which
is a matter of fundamental  policy that may not be changed  without  shareholder
approval,  is to maintain  stability of principal  while earning current income.
However, the Fund will only attempt to seek income to the extent consistent with
stability  of  principal  and,  therefore,  investments  will  only  be  made in
short-term  United States Treasury  obligations with an average  dollar-weighted
maturity  of 90 days or less.  As a matter of  investment  strategy,  the Fund's
investment  adviser intends to maintain a  dollar-weighted  average maturity for
the Fund of 60 days or less.

         Evergreen  Treasury  Money  Market  Fund is suitable  for  conservative
investors seeking high current yields plus relative safety.  The Fund provides a
reasonable means of maximizing opportunities and minimizing risks resulting from
changing interest rates.

         The  short-term  United States  Treasury  obligations in which the Fund
invests  are  issued  by the U.S.  Government  and are  fully  guaranteed  as to
principal  and  interest  by the  United  States.  Such  securities  will have a
maturity date that is 397 days or less from the date of acquisition  unless they
are purchased  under an agreement that provides for repurchase of the securities
from the Fund  within 397 days from the date of  acquisition.  The Fund may also
retain Fund assets in cash.

         The Fund may employ certain additional  investment strategies which are
discussed in "Investment Practices and Restrictions", below.

INVESTMENT PRACTICES AND RESTRICTIONS

General.  The Funds invest only in securities that have remaining  maturities of
397 days  (thirteen  months) or less at the date of purchase.  For this purpose,
floating rate or variable rate obligations (described under Evergreen Tax Exempt
Money Market Fund, above),  which are payable on demand, but which may otherwise
have a  stated  maturity  in  excess  of this  period,  will be  deemed  to have
remaining maturities of less than 397 days pursuant to conditions established by
the SEC. The Funds  maintain a  dollar-weighted  average  portfolio  maturity of
ninety days or less.  The Funds follow  these  policies to maintain a stable net
asset value of $1.00 per share, although there is no assurance they can do so on
a continuing  basis.  The market value of the obligations in a Fund's  portfolio
can be expected to vary inversely to changes in prevailing  interest rates. If a
portfolio  security is no longer of eligible  quality,  a Fund shall  dispose of
such security in an orderly  fashion as soon as reasonably  practicable,  unless
the Trustees  determine,  in light of market  conditions or other factors,  that
disposal of the  instrument  would not be in the best  interests of the Fund and
its shareholders.

         The  ability  of  each  Fund  to  meet  its  investment   objective  is
necessarily  subject to the  ability of the issuers of  securities  in which the
Funds invest to meet their payment  obligations.  In addition,  the portfolio of
each Fund will be  affected  by general  changes in  interest  rates  which will
result in increases or  decreases  in the value of the  obligations  held by the
Fund.  Investors should recognize that, in periods of declining  interest rates,
the yield of a Fund will  tend to be  somewhat  higher  than  prevailing  market
rates, and in periods of rising interest rates, the yield of a Fund will tend to
be somewhat lower. Also, when interest rates are falling,  the inflow of net new
money to a Fund from the  continuous  sale of its shares will likely be invested
in portfolio  instruments  producing lower yields than the balance of the Fund's
portfolio,  thereby reducing the current yield of the Fund. In periods of rising
interest rates, the opposite can be expected to occur.

Repurchase  Agreements.  The Funds  may  enter  into  repurchase  agreements.  A
repurchase  agreement is an  arrangement  pursuant to which a buyer  purchases a
security  and  simultaneously  agrees to resell it to the vendor at a price that
results in an  agreed-upon  market  rate of return  which is  effective  for the
period of time  (which is  normally  one to seven  days,  but may be longer) the
buyer's money is invested in the security.  The  arrangement  results in a fixed
rate of  return  that is not  subject  to  market  fluctuations  during a Fund's
holding period.  Repurchase  agreements may be entered into with member banks of
the Federal Reserve System, including, the Fund's custodian or "primary dealers"
(as  designated  by the  Federal  Reserve  Bank of New  York) in  United  States
Government   securities.   Each  Fund  will  require  continued  maintenance  of
collateral  with its  Custodian  in an amount  equal to,  or in excess  of,  the
repurchase price (including accrued interest). In the event a vendor defaults on
its  repurchase  obligation,  a Fund might  suffer a loss to the extent that the
proceeds from the sale of the collateral were less than the repurchase price. If
the vendor  becomes  the  subject  of  bankruptcy  proceedings,  a Fund might be
delayed in selling the collateral.  Each Fund's  investment  adviser will review
and continually monitor the  creditworthiness of each institution with which the
Fund enters into a repurchase  agreement to evaluate these risks. A Fund may not
enter  into  repurchase  agreements  if, as a result,  more than 10% of a Fund's
total assets would be invested in  repurchase  agreements  maturing in more than
seven days and in other securities that are not readily marketable.

Securities  Lending.  In  order  to  generate  income  and to  offset  expenses,
Evergreen Tax Exempt Money Market Fund and Evergreen  Money Market Fund may lend
portfolio securities to brokers, dealers and other financial organizations. Each
Fund's investment adviser will monitor the  creditworthiness  of such borrowers.
Loans of securities by Evergreen Tax Exempt Money Market Fund or Evergreen Money
Market Fund,  if and when made,  may not exceed 30% of a Fund's total assets and
will be  collateralized  by cash,  letters of credit or United States Government
securities  that are maintained at all times in an amount equal to at least 100%
of  the  current  market  value  of the  loaned  securities,  including  accrued
interest.  While such  securities  are on loan, the borrower will pay a Fund any
income  accruing  thereon,  and the  Fund may  invest  the  cash  collateral  in
portfolio securities,  thereby increasing its return. A Fund will have the right
to call any such loan and obtain the securities loaned at any time on five days'
notice.  Any gain or loss in the  market  price of the loaned  securities  which
occurs during the term of the loan would affect a Fund and its investors. A Fund
may pay reasonable fees in connection with such loans.

When-Issued  Securities.  Evergreen  Tax Exempt Money Market Fund and  Evergreen
Treasury  Money Market Fund may purchase  securities  on a  "when-issued"  basis
(i.e.,  for  delivery  beyond the normal  settlement  date at a stated price and
yield).  A Fund  generally  would not pay for such  securities  or start earning
interest  on them  until  they  are  received.  However,  when a Fund  purchases
securities on a when-issued basis, it assumes the risks of ownership at the time
of  purchase,  not at the time of  receipt.  Failure  of the issuer to deliver a
security  purchased  by a Fund on a  when-issued  basis  may  result in the Fund
incurring a loss or missing an opportunity  to make an  alternative  investment.
Evergreen  Tax Exempt  Money  Market  Fund does not expect that  commitments  to
purchase when-issued securities will normally exceed 25% of its total assets and
Evergreen  Treasury Money Market Fund does not expect that such commitments will
exceed 20% of its total assets. The Funds do not intend to purchase  when-issued
securities for speculative  purposes but only in furtherance of their investment
objective.

Illiquid  Securities.  The  Funds may  invest  up to 10% of their net  assets in
illiquid  securities  and other  securities  which are not  readily  marketable,
including  repurchase  agreements with maturities longer than seven days. In the
case of Evergreen Tax Exempt Money Market Fund and Evergreen  Money Market Fund,
securities eligible for resale pursuant to Rule 144A under the Securities Act of
1933,  which have been  determined to be liquid,  will not be considered by each
Fund's  investment  adviser  to be  illiquid  or  not  readily  marketable  and,
therefore,  are not subject to the  aforementioned 10% limit. The inability of a
Fund to dispose of illiquid or not readily marketable  investments readily or at
a reasonable price could impair the Fund's ability to raise cash for redemptions
or other  purposes.  The liquidity of  securities  purchased by a Fund which are
eligible  for resale  pursuant  to Rule 144A will be  monitored  by each  Fund's
investment  adviser  on an  ongoing  basis,  subject  to  the  oversight  of the
Trustees.  In the event that such a security is deemed to be no longer liquid, a
Fund's  holdings will be reviewed to determine what action,  if any, is required
to ensure that the  retention of such  security does not result in a Fund having
more than 10% of its assets  invested  in  illiquid  or not  readily  marketable
securities.

Other Investment Policies. The Funds may borrow money for temporary or emergency
purposes in amounts not in excess of 10% of the value of a Fund's  total  assets
in the case of Evergreen Tax Exempt Money Market Fund and Evergreen Money Market
Fund and one-third of the value of Evergreen  Treasury Money Market Fund's total
assets,  including  the amount  borrowed.  As another  means of  borrowing  both
Evergreen Tax Exempt Money Market Fund and Evergreen Money Market Fund may agree
to sell  portfolio  securities  to  financial  institutions  such as  banks  and
broker-dealers  and to repurchase  them at a mutually agreed upon date and price
(a "reverse  repurchase  agreement") at the time of such borrowing in amounts up
to 5% of the  value  of  their  total  assets.  A Fund  will  not  purchase  any
securities whenever any borrowings (including reverse repurchase agreements) are
outstanding. If either Evergreen Tax Exempt Money Market Fund or Evergreen Money
Market  Fund enter  into a reverse  repurchase  agreement,  they will place in a
segregated custodial account cash, United States Government securities or liquid
high  grade  debt  obligations  having  a value  equal to the  repurchase  price
(including accrued interest) and will subsequently monitor the account to ensure
that such equivalent value is maintained.  Reverse repurchase agreements involve
the risk that the  market  value of the  securities  sold by a Fund may  decline
below the repurchase price of those securities.

Other  Investment  Restrictions.  Each Fund has  adopted  additional  investment
restrictions that are set forth in the Statement of Additional Information.

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

                             MANAGEMENT OF THE FUNDS
- -------------------------------------------------------------------------------

INVESTMENT ADVISERS

         The  management of each Fund is supervised by the Trustees of the Trust
under  which  the  Fund  has  been  established  ("Trustees").  Evergreen  Asset
Management  Corp.  ("Evergreen  Asset") has been retained to serve as investment
adviser to  Evergreen  Money Market Fund and  Evergreen  Tax Exempt Money Market
Fund. Evergreen Asset succeeded on June 30, 1994 to the advisory business of the
same name, but under different ownership, which was organized in 1971. Evergreen
Asset, with its predecessors,  has served as investment adviser to the Evergreen
Group of Mutual Funds since 1971.  Evergreen Asset is a wholly-owned  subsidiary
of First  Union  National  Bank of  North  Carolina  ("FUNB").  The  address  of
Evergreen Asset is 2500 Westchester Avenue,  Purchase, New York 10577. FUNB is a
subsidiary of First Union  Corporation  ("First Union"),  one of the ten largest
bank holding  companies in the United States.  Stephen A. Lieber and Nola Maddox
Falcone serve as the chief  investment  officers of Evergreen  Asset and,  along
with Theodore J. Israel,  Jr., were the owners of Evergreen Asset's  predecessor
and the former general partners of Lieber & Company,  which, as described below,
provides certain subadvisory  services to Evergreen Asset in connection with its
duties as investment adviser to the aforementioned Funds. The Capital Management
Group of FUNB ("CMG") serves as investment  adviser to Evergreen  Treasury Money
Market Fund.

         First Union is a bank holding company headquartered in Charlotte, North
Carolina,  and had $77.9  billion in  consolidated  assets as of March 31, 1995.
First Union and its subsidiaries  provide a broad range of financial services to
individuals and businesses  through offices in 36 states. The Capital Management
Group of FUNB manages or otherwise  oversees the  investment of over $36 billion
in assets  belonging  to a wide range of  clients,  including  all the series of
Evergreen  Investment  Trust (formerly known as First Union Funds).  First Union
Brokerage  Services,  Inc., a  wholly-owned  subsidiary of FUNB, is a registered
broker-dealer that is principally engaged in providing retail brokerage services
consistent with its federal banking authorizations.  First Union Capital Markets
Corp., a wholly-owned  subsidiary of First Union, is a registered  broker-dealer
principally   engaged  in  providing,   consistent   with  its  federal  banking
authorizations,   private  placement,   securities  dealing,   and  underwriting
services.

         Evergreen Asset manages  investments,  provides various  administrative
services and  supervises the daily  business  affairs of Evergreen  Money Market
Fund and Evergreen Tax Exempt Money Market Fund, subject to the authority of the
Trustees.  Evergreen  Asset is entitled to receive  from each Fund an annual fee
equal to .50 of 1% of  average  daily  net  assets  of each Fund on the first $1
billion  in assets  and .45 of 1% of  average  daily net  assets in excess of $1
billion.  However,  Evergreen  Asset  has in the  past,  and may in the  future,
voluntarily  waive all or a portion of its fee for the purpose of reducing  each
Fund's  expense  ratio.  For the fiscal  period ended August 31, 1994  Evergreen
Asset waived a portion of the advisory fee payable by the Evergreen Money Market
Fund and  Evergreen  Tax Exempt  Money  Market  Fund as set forth in the section
entitled "Financial  Highlights".  The total expenses as a percentage of average
daily net assets on an  annualized  basis for  Evergreen  Money  Market Fund and
Evergreen  Tax Exempt Money  Market Fund for the fiscal  period ended August 31,
1994 are also set forth in the  section  entitled  "Financial  Highlights".  CMG
manages  investments  and  supervises  the daily  business  affairs of Evergreen
Treasury Money Market Fund and, as compensation therefor, is entitled to receive
an  annual  fee equal to .35 of 1% of  average  daily  net  assets of  Evergreen
Treasury  Money Market Fund.  For the fiscal period ended  December 31, 1994 CMG
waived a portion of the advisory  fee payable by the  Evergreen  Treasury  Money
Market Fund as set forth in the section  entitled  "Financial  Highlights".  The
total annualized  operating expenses of Evergreen Treasury Money Market Fund for
its most recent  fiscal year ended  December  31, 1994 are also set forth in the
section entitled "Financial Highlights". Evergreen Asset serves as administrator
to Evergreen  Treasury  Money Market Fund and is entitled to receive a fee based
on the average  daily net assets of the Fund at a rate based on the total assets
of the mutual funds  administered  by Evergreen Asset for which CMG or Evergreen
Asset  also serve as  investment  adviser,  calculated  in  accordance  with the
following schedule: .050% of the first $7 billion; .035% on the next $3 billion;
 .030% on the next $5 billion;  .020% on the next $10 billion;  .015% on the next
$5  billion;  and  .010%  on  assets  in  excess  of $30  billion.  Furman  Selz
Incorporated,  the parent of Evergreen Funds Distributor,  Inc., distributor for
the Evergreen group of mutual funds,  serves as  sub-administrator  to Evergreen
Treasury  Money  Market  Fund and is  entitled  to  receive  a fee from the Fund
calculated  on the  average  daily net assets of the Fund at a rate based on the
total assets of the mutual funds  administered  by Evergreen Asset for which CMG
or Evergreen  Asset also serve as investment  adviser,  calculated in accordance
with the following schedule:  .0100% of the first $7 billion; .0075% on the next
$3 billion;  .0050% on the next $15  billion;  and .0040% on assets in excess of
$25  billion.  The total assets of the mutual  funds  administered  by Evergreen
Asset for which CMG or Evergreen  Asset serve as investment  adviser as of March
31, 1995 were approximately $8 billion.

SUB-ADVISER

         Evergreen Asset has entered into sub-advisory  agreements with Lieber &
Company which  provides that Lieber & Company's  research  department  and staff
will  furnish  Evergreen  Asset with  information,  investment  recommendations,
advice and assistance,  and will be generally  available for consultation on the
portfolios of Evergreen  Money Market Fund and Evergreen Tax Exempt Money Market
Fund.  Lieber & Company will be reimbursed by Evergreen Asset in connection with
the  rendering  of  services  on the basis of the direct and  indirect  costs of
performing  such  services.  There is no  additional  charge to Evergreen  Money
Market Fund and Evergreen Tax Exempt Money Market Fund for the services provided
by Lieber & Company. The address of Lieber & Company is 2500 Westchester Avenue,
Purchase,  New  York  10577.  Lieber &  Company  is an  indirect,  wholly-owned,
subsidiary of First Union.

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

        PURCHASE AND REDEMPTION OF SHARES
- -------------------------------------------------------------------------------

HOW TO BUY SHARES

         Eligible  investors may purchase Fund shares at net asset value by mail
or wire as described below. The Funds impose no sales charges on Class Y shares.
Class Y shares are the only class of shares  offered by this  Prospectus and are
only available to (i) all shareholders of record in one or more of the Evergreen
Funds as of December 30, 1994,  (ii) certain  institutional  investors and (iii)
investment  advisory  clients of the  Adviser  and its  affiliates.  The minimum
initial investment is $1,000,  which may be waived in certain situations.  There
is  no  minimum  for  subsequent  investments.  Investors  may  make  subsequent
investments  by  establishing  a  Systematic  Investment  Plan  or  a  Telephone
Investment Plan.

Purchases by Mail or Wire.  Each  investor  must  complete  the  enclosed  Share
Purchase  Application and mail it together with a check made payable to the Fund
whose shares are being purchased, to State Street Bank and Trust Company ("State
Street") at P.O. Box 9021, Boston, Massachusetts 02205-9827. Checks not drawn on
U.S. banks will be subject to foreign  collection which will delay an investor's
investment date and will be subject to processing fees.

         When making subsequent  investments,  an investor should either enclose
the return remittance  portion of the statement,  or indicate on the face of the
check,  the name of the Fund in which an  investment  is to be made,  the  exact
title of the  account,  the  address,  and the  Fund  account  number.  Purchase
requests  should not be sent to a Fund in New York.  If they are,  the Fund must
forward them to State Street,  and the request will not be effective until State
Street receives them.

         Initial  investments  may  also be made  by wire by (i)  calling  State
Street at (800) 423-2615 and (ii) instructing your bank, which may charge a fee,
to wire federal funds to State Street,  as follows:  State Street Bank and Trust
Company, ABA No.0110-0002-8,  Attn: Custodian and Shareholder Services. The wire
must  include  references  to the  Fund in which an  investment  is being  made,
account registration,  and the account number. A completed Application must also
be sent to State Street  indicating that the shares have been purchased by wire,
giving the date the wire was sent and referencing the account number. Subsequent
wire  investments  may  be  made  by  existing  shareholders  by  following  the
instructions  outlined  above.  It  is  not  necessary,  however,  for  existing
shareholders to call for another account number.

How the Funds Value Their Shares.  The net asset value of each Fund's shares for
purposes of both purchases and redemptions is determined twice daily, at 12 noon
(Eastern  time) and  promptly  after  the  regular  close of the New York  Stock
Exchange  (usually 4 p.m. New York time) each  business  day (i.e.,  any weekday
exclusive  of days on which  the New York  Stock  Exchange  or State  Street  is
closed).  The New York Stock  Exchange is closed on New Year's  Day,  Presidents
Day, Good Friday,  Memorial Day,  Independence Day, Labor Day,  Thanksgiving Day
and Christmas Day. The net asset value per share is calculated by taking the sum
of the values of a Fund's investments and any cash and other assets, subtracting
liabilities,  and  dividing  by the  total  number of  shares  outstanding.  All
expenses,  including  the fees payable to the Adviser,  are accrued  daily.  The
securities in a Fund's  portfolio are valued on an amortized  cost basis.  Under
this method of  valuation,  a security is  initially  valued at its  acquisition
cost, and thereafter,  a constant straight-line  amortization of any discount or
premium is assumed each day  regardless  of the impact of  fluctuating  interest
rates on the market value of the security.  The market value of the  obligations
in a Fund's portfolio can be expected to vary inversely to changes in prevailing
interest  rates.  As a result,  the market value of the  obligations in a Fund's
portfolio may vary from the value  determined  using the amortized  cost method.
Securities  which are not rated are normally  valued on the basis of  valuations
provided by a pricing  service when such prices are believed to reflect the fair
value of such  securities.  Other assets and  securities for which no quotations
are readily  available  are valued at the fair value as determined in good faith
by the Trustees.

         Each Fund  attempts to maintain its net asset value at $1.00 per share.
Under most conditions, management believes this will be possible, although there
can be no assurance that this will be achieved.  Calculations  are  periodically
made to compare the value of a Fund's  portfolio  valued at amortized  cost with
market values. If a deviation of 1/2 of 1% or more were to occur between the net
asset value  calculated  by  reference  to market  values and a Fund's $1.00 per
share net asset  value,  or if there were other  deviations  which the  Trustees
believed would result in a material dilution to shareholders or purchasers,  the
Trustees would promptly consider what action, if any, should be initiated.

Additional Purchase Information.  As a condition of this offering, if a purchase
is canceled due to nonpayment or because a investor's  check does not clear, the
investor will be responsible for any loss a Fund or the Adviser incurs.  If such
investor is an existing  shareholder,  a Fund may redeem  shares from his or her
account to  reimburse  a Fund or the  Adviser for any loss.  In  addition,  such
investors may be prohibited or restricted  from making further  purchases in any
of the Evergreen Funds.

         Shares  of the Funds  are sold at the net  asset  value per share  next
determined after a shareholder's investment has been converted to federal funds.
Investments  by federal  funds wire will be effective  upon  receipt.  Qualified
institutions  may  telephone  orders for the  purchase  of Fund  shares.  Shares
purchased by  institutions  via telephone will receive the dividend  declared on
that day if the telephone order is placed by 12 noon (Eastern time), and federal
funds are received the same day by 4 p.m.  (Eastern time).  Institutions  should
telephone  the Fund at the  number  on the  front  page of this  Prospectus  for
additional  information  on same day purchases by telephone.  Investment  checks
received at State  Street will be invested on the date of receipt.  Shareholders
will begin earning dividends the following business day.

         The Share Purchase  Application may not be used to invest in any of the
prototype  retirement  plans for which the  Evergreen  Money  Market  Fund is an
available  investment.  For  information  about  the  requirements  to make such
investments,  including copies of the necessary  application forms,  please call
the  telephone  number  set forth on the cover page of this  Prospectus.  A Fund
cannot  accept  investments  specifying a certain price or date and reserves the
right to reject any specific purchase order, including orders in connection with
exchanges from the other Evergreen  Funds.  Although not currently  anticipated,
each Fund  reserves  the right to  suspend  the offer of shares  for a period of
time.

HOW TO REDEEM SHARES

         You may "redeem",  i.e.,  sell your shares in a Fund to the Fund on any
day  the  Exchange  is  open,   either   directly  or  through  your   financial
intermediary.  The price you will receive is the net asset value next calculated
after the Fund receives your request in proper form.  Proceeds generally will be
sent to you within seven days. However,  for shares recently purchased by check,
a Fund will not send proceeds  until it is reasonably  satisfied  that the check
has been collected (which may take up to 10 days).

Redeeming  Shares  Directly  by Mail  or  Telephone.  Send a  signed  letter  of
instruction or stock power form to State Street which is the registrar, transfer
agent  and  dividend-disbursing  agent  for each  Fund.  Stock  power  forms are
available from your financial  intermediary,  State Street,  and many commercial
banks.  Additional   documentation  is  required  for  the  sale  of  shares  by
corporations, financial intermediaries,  fiduciaries and surviving joint owners.
Signature  guarantees are required for all redemption requests for shares with a
value of more than $10,000 or where the redemption  proceeds are to be mailed to
an address  other  than that  shown in the  account  registration.  A  signature
guarantee must be provided by a bank or trust company (not a Notary  Public),  a
member  firm of a domestic  stock  exchange or by other  financial  institutions
whose guarantees are acceptable to State Street.

         Shareholders may withdraw amounts of $1,000 or more from their accounts
by calling  State  Street at (800)  423-2615  between the hours of 8:00 a.m. and
5:30 p.m.  (Eastern time) each business day (i.e., any weekday exclusive of days
on which the New York Stock Exchange or State Street's offices are closed).  The
New York  Stock  Exchange  is closed on New Year's  Day,  Presidents  Day,  Good
Friday,  Memorial  Day,  Independence  Day,  Labor  Day,  Thanksgiving  Day  and
Christmas Day.  Redemption  requests made after 4:00 p.m. (Eastern time) will be
processed  using the net asset value  determined  on the next business day. Such
redemption  requests must include the shareholder's  account name, as registered
with a Fund,  and the  account  number.  During  periods of drastic  economic or
market changes,  shareholders may experience  difficulty in effecting  telephone
redemptions.  Shareholders  who are  unable  to reach a Fund or State  Street by
telephone should follow the procedures outlined above for redemption by mail.

         The telephone  redemption service is not made available to shareholders
automatically. Shareholders wishing to use the telephone redemption service must
indicate  this on the enclosed  Share  Purchase  Application  and choose how the
redemption  proceeds  are to be paid.  Redemption  proceeds  will  either (i) be
mailed  by check to the  shareholder  at the  address  in which the  account  is
registered  or (ii) be wired to an  account  with the same  registration  as the
shareholder's  account in a Fund at a designated  commercial  bank. State Street
currently  deducts a $5.00 wire charge from all redemption  proceeds wired. This
charge is subject to change without notice. Redemption proceeds will be wired on
the same  day if the  request  is made  prior to 12 noon  (Eastern  time).  Such
shares,  however,  will not earn  dividends  for that day.  Redemption  requests
received  after 12 noon will earn  dividends for that day, and the proceeds will
be wired on the following  business day. A shareholder  who decides later to use
this  service,  or to  change  instructions  already  given,  should  fill out a
Shareholder  Services  Form and send it to State Street Bank and Trust  Company,
P.O.  Box  9021,  Boston,  Massachusetts  02205-9827,  with  such  shareholder's
signature  guaranteed by a bank or trust company (not a Notary Public), a member
firm of a domestic  stock  exchange  or by other  financial  institutions  whose
guarantees   are   acceptable  to  State  Street.   Shareholders   should  allow
approximately  10 days for such  form to be  processed.  The Funds  will  employ
reasonable procedures to confirm that instructions communicated by telephone are
genuine. These procedures include requiring some form of personal identification
prior to acting upon instructions and tape recording of telephone  instructions.
If a Fund fails to follow such  procedures,  it may be liable for any losses due
to  unauthorized  or fraudulent  instructions.  The Funds will not be liable for
following telephone  instructions  reasonably believed to be genuine.  The Funds
reserve the right to refuse a telephone  redemption if it is believed  advisable
to do so.  Procedures  for redeeming Fund shares by telephone may be modified or
terminated without notice at any time.

Redemptions by Check.  Upon request,  each Fund will provide  holders of Class Y
shares,  without  charge,  with checks drawn on the Fund that will clear through
State  Street.  Shareholders  will  be  subject  to  State  Street's  rules  and
regulations governing such checking accounts. Checks will be sent usually within
ten business days following the date the account is  established.  Checks may be
made  payable to the order of any payee in an amount of $250 or more.  The payee
of the check may cash or  deposit  it like a check  drawn on a bank.  (Investors
should be aware that, as in the case with regular bank checks, certain banks may
not provide cash at the time of deposit,  but will wait until they have received
payment from State  Street.)  When such a check is presented to State Street for
payment,  State Street, as the shareholder's  agent, causes the Fund to redeem a
sufficient number of full and fractional shares in the shareholder's  account to
cover the amount of the check.  Checks will be returned by State Street if there
are  insufficient or  uncollectable  shares to meet the withdrawal  amount.  The
check writing procedure for withdrawal enables  shareholders to continue earning
income  on the  shares  to be  redeemed  up to but not  including  the  date the
redemption check is presented to State Street for payment.

         Shareholders wishing to use this method of redemption,  should fill out
the appropriate part of the Share Purchase Application  (including the Signature
Card) and mail the completed form to State Street Bank and Trust  Company,  P.O.
Box 9021, Boston, Massachusetts 02205-9827. Shareholders requesting this service
after an account has been opened must  contact  State  Street  since  additional
documentation will be required.  Currently, there is no charge either for checks
or for the clearance of any checks. This service may be terminated or altered at
any time.

General. Under unusual circumstances, a Fund may suspend redemptions or postpone
payment for up to seven days or longer, as permitted by Federal  securities law.
The Funds  reserve the right to close an account  that  through  redemption  has
remained  below $1,000 for 30 days.  Shareholders  will receive 60 days' written
notice to increase  the  account  value  before the  account is closed.  See the
Statement of Additional Information for further details.

EXCHANGE PRIVILEGE

How To Exchange  Shares.  You may exchange some or all of your shares for shares
of the  other  Evergreen  Funds by  telephone  or mail as  described  below.  An
exchange which represents an initial  investment in another  Evergreen Fund must
amount to at least  $1,000.  Once an  exchange  request has been  telephoned  or
mailed, it is irrevocable and may not be modified or canceled. Exchanges will be
made on the basis of the relative net asset values of the shares  exchanged next
determined  after an  exchange  request is  received.  Exchanges  are subject to
minimum investment and suitability requirements.

         Each of the Evergreen  Funds have different  investment  objectives and
policies.  For  complete  information,  a  prospectus  of the fund into which an
exchange  will be made  should be read prior to the  exchange.  An  exchange  is
treated for Federal  income tax purposes as a redemption  and purchase of shares
and may result in the realization of a capital gain or loss. Each Fund imposes a
fee of $5 per exchange on shareholders  who exchange in excess of four times per
calendar  year.   This  exchange   privilege  may  be  materially   modified  or
discontinued at any time by the Fund upon sixty days' notice to shareholders and
is only  available  in states in which  shares of the fund  being  acquired  may
lawfully be sold.

Exchanges by Telephone and Mail. You may exchange shares by telephone by calling
State Street at (800) 423-2615.  Exchange requests made after 4:00 p.m. (Eastern
time)  will be  processed  using  the net  asset  value  determined  on the next
business day. During periods of drastic economic or market changes, shareholders
may experience  difficulty in effecting telephone  exchanges.  You should follow
the  procedures  outlined below for exchanges by mail if you are unable to reach
State Street by telephone. If you wish to use the telephone exchange service you
should indicate this on the enclosed Share Purchase Application. As noted above,
each Fund will employ reasonable procedures to confirm that instructions for the
redemption  or exchange of shares  communicated  by  telephone  are  genuine.  A
telephone  exchange  may be refused by a Fund or State  Street if it is believed
advisable to do so.  Procedures for  exchanging  Fund shares by telephone may be
modified or terminated at any time. Written requests for exchanges should follow
the same  procedures  outlined  for written  redemption  requests in the section
entitled "How to Redeem Shares", however, no signature guarantee is required..

SHAREHOLDER SERVICES

         The  Funds  offer  the  following   shareholder   services.   For  more
information  about  these  services  or your  account,  contact  your  financial
intermediary,  Evergreen Funds Distributor,  Inc.("EFD"), the distributor of the
Funds,  or the number on the front page of this  Prospectus.  Some  services are
described in more detail in the Share Purchase Application.

Systematic  Investment Plan. You may make monthly or quarterly  investments into
an existing account automatically in amounts of not less than $25.

Telephone  Investment  Plan. You may make  investments  into an existing account
electronically  in  amounts  of not less  than  $100 or more  than  $25,000  per
investment.  Telephone  investment requests received by 3:00 p.m. (Eastern time)
will be credited to a shareholder's  account two business days after the request
is received.

Systematic Cash Withdrawal Plan. When an account of $10,000 or more is opened or
when an existing  account  reaches that size, you may  participate in the Fund's
Systematic Cash Withdrawal Plan by filling out the appropriate part of the Share
Purchase  Application.  Under this plan,  you may receive (or  designate a third
party to receive) a monthly or  quarterly  check in a stated  amount of not less
than  $100.  Fund  shares  will be  redeemed  as  necessary  to meet  withdrawal
payments.  All participants  must elect to have their dividends and capital gain
distributions reinvested automatically.

Retirement Plans.  Eligible  investors may invest in Evergreen Money Market Fund
under the  following  prototype  retirement  plans:  (i)  Individual  Retirement
Account (IRA);  (ii)  Simplified  Employee  Pension (SEP) for sole  proprietors,
partnerships  and  corporations;  and (iii)  Profit-Sharing  and Money  Purchase
Pension Plans for corporations and their employees.

Automatic Reinvestment Plan. For the convenience of investors, all dividends and
distributions are automatically  reinvested in full and fractional shares of the
Fund at the net  asset  value per  share at the  close of  business  on the last
business  day of each month,  unless  otherwise  requested by a  shareholder  in
writing. If the transfer agent does not receive a written request for subsequent
dividends  and/or  distributions to be paid in cash at least three full business
days prior to a given record date, the dividends and/or distributions to be paid
to a  shareholder  will be  reinvested.  If you elect to receive  dividends  and
distributions in cash and the U.S. Postal Service cannot deliver the checks,  or
if the checks remain uncashed for six months, the checks will be reinvested into
your account at the then current net asset value.

Tax  Sheltered  Retirement  Plans.  You may open a pension  and  profit  sharing
account in any Evergreen  mutual fund (except those funds having an objective of
providing  tax free  income),  including:  (i)  Individual  Retirement  Accounts
("IRAs") and Rollover  IRAs;  (ii)  Simplified  Employee  Pension (SEP) for sole
proprietors,  partnerships and corporations;  and (iii) Profit-Sharing and Money
Purchase Pension Plans for corporations and their employees.

EFFECT OF 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 Funds. Such
laws  and  regulations  also  prohibit  banks  from  issuing,   underwriting  or
distributing  securities in general.  However,  under the Glass-Steagall Act and
such other laws and regulations,  a Member Bank or an affiliate  thereof may act
as  investment  adviser,  transfer  agent or custodian to a registered  open-end
investment  company and may also act as agent in connection with the purchase of
shares of such an investment company upon the order of their customer. Evergreen
Asset,  since  it is a  subsidiary  of  FUNB,  and  CMG  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 CMG or Evergreen Asset 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 a
Fund by its customers.  If CMG or Evergreen Asset were prevented from continuing
to provide the services called for under the investment advisory  agreement,  it
is  expected  that the  Trustees  would  identify,  and call  upon  each  Fund's
shareholders to approve, a new investment  adviser. If this were to occur, it is
not  anticipated  that the  shareholders  of any Fund would  suffer any  adverse
financial consequences.

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

               OTHER INFORMATION
- -------------------------------------------------------------------------------

DIVIDENDS, DISTRIBUTIONS AND TAXES

         The Funds declare substantially all of their net income as dividends on
each  business day. Such  dividends are paid monthly.  Net income,  for dividend
purposes, includes accrued interest and any market discount or premium that day,
less the estimated expenses of a Fund. Gains or losses realized upon the sale of
portfolio  securities  are not included in net income,  but are reflected in the
net asset value of a Fund's shares.  Distributions  of any net realized  capital
gains will be made annually or more  frequently as required by the provisions of
the  Internal  Revenue  Code of 1986,  as amended  (the  "Code").  The amount of
dividends  may  fluctuate  from day to day, and the dividend may be omitted on a
day  where  Fund  expenses   exceed  net   investment   income.   Dividends  and
distributions  generally are taxable in the year in which they are paid,  except
any  dividends  paid in January  that were  declared  in the  previous  calendar
quarter may be treated as paid in the immediately preceding December.

         Such dividends will be automatically  reinvested in full and fractional
shares of a Fund on the last business day of each month.  However,  shareholders
who so inform the transfer agent in writing may have their dividends paid out in
cash monthly.  Shareholders who invest by check will be credited with a dividend
on the business day  following  initial  investment.  Shareholders  will receive
dividends on  investments  made by federal funds bank wire the same day the wire
is received provided that wire purchases are received by State Street by 12 noon
(Eastern  time).  Shares  purchased by qualified  institutions  via telephone as
described in "How to Purchase Shares" will receive the dividend declared on that
day if the  telephone  order is placed by 12 noon  (Eastern  time),  and federal
funds are received by 4 p.m.  (Eastern time). All other wire purchases  received
after 12 noon  (Eastern  time)  will  earn  dividends  beginning  the  following
business  day.  Dividends  accruing  on the  day of  redemption  will be paid to
redeeming  shareholders  except for  redemptions by check and where proceeds are
wired the same day. (See "How to Redeem Shares".)

         Each Fund has  qualified  and  intends  to  continue  to  qualify to be
treated as a regulated investment company under the Code. While so qualified, it
is expected that each Fund will not be required to pay any Federal  income taxes
on that portion of its  investment  company  taxable income and any net realized
capital  gains  it   distributes  to   shareholders.   The  Code  imposes  a  4%
nondeductible excise tax on regulated investment  companies,  such as the Funds,
to the extent they do not meet certain  distribution  requirements by the end of
each  calendar   year.   Each  Fund   anticipates   meeting  such   distribution
requirements.  The excise tax generally  does not apply to the tax exempt income
of a regulated  investment  company  (such as Evergreen  Tax Exempt Money Market
Fund) that pays exempt interest dividends. Except as noted below with respect to
Evergreen Tax Exempt Money Market Fund, most  shareholders of the Funds normally
will  have to pay  Federal  income  taxes  and any  state or local  taxes on the
dividends and distributions they receive from a Fund.

         Evergreen  Tax  Exempt  Money  Market  Fund  will   designate  and  pay
exempt-interest  dividends derived from interest earned on qualifying tax exempt
obligations.  Such exempt-interest  dividends may be excluded by shareholders of
the Fund from their gross income for Federal income tax purposes,  however,  (1)
all or a portion of such exempt-interest  dividends may be a specific preference
item for purposes of the Federal  individual and corporate  alternative  minimum
taxes to the extent that they are derived from certain types of private activity
bonds issued after August 7, 1986, and (2) all exempt-interest dividends will be
a component of "adjusted current earnings" for purposes of the Federal corporate
alternative  minimum  tax.  Dividends  paid from  taxable  income,  if any,  and
distributions  of any net realized  short-term  capital gains  (whether from tax
exempt or taxable  obligations)  are  taxable as  ordinary  income,  even though
received in additional Fund shares.  Market  discount  recognized on taxable and
tax-free bonds is taxable as ordinary income, not as excludable income.

         Following the end of each calendar year, every shareholder of the Funds
will be sent applicable tax information and information  regarding the dividends
and capital gain distributions made during the calendar year. Under current law,
the highest  Federal income tax rate  applicable to net long-term  capital gains
realized by  individuals  is 28%. The rate  applicable to  corporations  is 35%.
Since the Funds' gross income is ordinarily  expected to be interest income,  it
is not expected that the 70% dividends-received  deduction for corporations will
be applicable.  Specific questions should be addressed to the investor's own tax
adviser.

         Each Fund is  required by Federal  law to  withhold  31% of  reportable
payments  (which  may  include   dividends,   capital  gain   distributions  and
redemptions)  paid to  certain  shareholders.  In  order to  avoid  this  backup
withholding requirement,  you must certify on the Share Purchase Application, or
on a separate form supplied by State Street, that the investor's social security
or  taxpayer  identification  number is  correct  and that the  investor  is not
currently subject to backup withholding or is exempt from backup withholding.

GENERAL INFORMATION

Portfolio  Transactions.  Consistent  with  the  Rules of Fair  Practice  of the
National  Association of Securities  Dealers,  Inc., and subject to seeking best
price and execution,  a Fund may consider sales of its shares as a factor in the
selection of dealers to enter into portfolio transactions with the Fund.

Organization.  The Evergreen Money Market Fund (formerly  Evergreen Money Market
Trust) is a  Massachusetts  business trust  organized in 1987, the Evergreen Tax
Exempt  Money  Market  Fund is a  separate  investment  series of the  Evergreen
Municipal Trust, which is a Massachusetts  business trust organized in 1988, and
the  Evergreen  Treasury  Money Market Fund is a separate  investment  series of
Evergreen   Investment   Trust  (formerly   First  Union  Funds),   which  is  a
Massachusetts business trust organized in 1984.

         The  Funds  do  not  intend  to  hold  annual   shareholder   meetings;
shareholder  meetings  will  be held  only  when  required  by  applicable  law.
Shareholders have available certain procedures for the removal of Trustees.

         A  shareholder  in each class of a Fund will be  entitled to his or her
share of all dividends and  distributions  from a Fund's assets,  based upon the
relative  value of such shares to those of other Classes of the Fund,  and, upon
redeeming shares,  will receive the then current net asset value of the Class of
shares of the Fund  represented by the redeemed shares less any applicable CDSC.
The Trusts are empowered to establish, without shareholder approval,  additional
investment  series,  which  may  have  different  investment   objectives,   and
additional classes of shares for any existing or future series. If an additional
series or class were  established  in a Fund,  each share of the series or class
would  normally be entitled to one vote for all purposes.  Generally,  shares of
each series and class would vote together as a single class on matters,  such as
the election of Trustees, that affect each series and class in substantially the
same  manner.  Class  A,  B  and  Y  shares  have  identical  voting,  dividend,
liquidation  and other  rights,  except  that each  class  bears,  to the extent
applicable,  its own  distribution  and transfer  agency expenses as well as any
other expenses  applicable only to a specific class.  Each class of shares votes
separately with respect to Rule 12b-1  distribution  plans and other matters for
which separate  class voting is appropriate  under  applicable  law.  Shares are
entitled to dividends as  determined by the Trustees  and, in  liquidation  of a
Fund, are entitled to receive the net assets of the Fund.

Registrar,  Transfer Agent And Dividend-Disbursing  Agent. State Street Bank and
Trust Company,  P.O. Box 9021,  Boston,  Massachusetts  02205-9827  acts as each
Fund's registrar,  transfer agent and dividend-disbursing  agent for a fee based
upon the number of shareholder  accounts  maintained for the Funds. The transfer
agency fee with  respect to the Class B shares will be higher than the  transfer
agency fee with respect to the Class A shares.

Principal   Underwriter.   EFD,  a   wholly-owned   subsidiary  of  Furman  Selz
Incorporated,  located  237  Park  Avenue,  New  York,  New York  10017,  is the
principal  underwriter  of the Funds.  Furman  Selz  Incorporated,  also acts as
sub-administrator  to Evergreen  Treasury  Money Market Fund and which  provides
certain  sub-administrative  services to Evergreen  Asset in connection with its
role as  investment  adviser to  Evergreen  Tax  Exempt  Money  Market  Fund and
Evergreen Treasury Money Market Fund,  including providing personnel to serve as
officers of the Funds.

Other  Classes of Shares.  Evergreen  Money Market Fund offers three  classes of
shares,  Class A, Class B, and Class Y.  Evergreen  Tax Exempt Money Market Fund
and Evergreen Treasury Money Market Fund each offer two classes of shares, Class
A and Class Y. Class Y shares are the only Class offered by this  Prospectus and
are only available to (i) all shareholders of record in one or more of the Funds
for which Evergreen Asset serves as investment  adviser as of December 30, 1994,
(ii) certain  institutional  investors and (iii) investment  advisory clients of
CMG, Evergreen Asset or their affiliates.  The dividends payable with respect to
Class A and Class B shares will be less than those payable with respect to Class
Y shares due to the  distribution  and  distribution  and shareholder  servicing
related  expenses  borne by Class A and  Class B shares  and the fact  that such
expenses are not borne by Class Y shares.

Performance  Information.  From  time to time,  a Fund may  quote  its  yield in
advertisements or in reports to shareholders. Yield information may be useful in
reviewing the  performance  of a Fund and for  providing a basis for  comparison
with other investment  alternatives.  However,  since net investment income of a
Fund changes in response to  fluctuations  in interest  rates and Fund expenses,
any given yield quotation  should not be considered  representative  of a Fund's
yields for any future period.

         The  method  of  calculating  each  Fund's  yield  is set  forth in the
Statement of  Additional  Information.  Before  investing in the  Evergreen  Tax
Exempt Money Market Fund, the investor may want to determine which investment --
tax-free or taxable -- will result in a higher after-tax return. To do this, the
yield on the tax-free  investment should be divided by the decimal determined by
subtracting from 1 the highest Federal tax rate to which the investor  currently
is subject.  For example, if the tax-free yield is 6% and the investor's maximum
tax bracket is 36%, the computation is:

                           6% Tax-Free Yield /(1 - .36 Tax Rate) = 6/.64 = 9.38%
Taxable Yield.

         In this example,  the investor's  after-tax  return will be higher from
the 6%  tax-free  investment  if  available  taxable  yields  are  below  9.38%.
Conversely,  the taxable  investment  will provide a higher  return when taxable
yields exceed 9.38%.  This is only an example and is not necessarily  reflective
of a Fund's yield.  The tax equivalent  yield will be lower for investors in the
lower income brackets.

         Comparative  performance information may also be used from time to time
in  advertising  or  marketing  the Fund's  shares,  including  data from Lipper
Analytical Services,  Inc.,  IBC/Donoghue's Money Fund Report, Bank Rate Monitor
and other industry publications.

Liability  Under  Massachusetts  Law.  Under  Massachusetts  law,  trustees  and
shareholders  of a  business  trust  may,  in  certain  circumstances,  be  held
personally  liable for its  obligations.  The  Declarations of Trust under which
Funds operate provide that no trustee or shareholder  will be personally  liable
for the  obligations  of the trust and that every  written  contract made by the
trust  contain a provision to that effect.  If any trustee or  shareholder  were
required to pay any  liability  of the trust,  that person  would be entitled to
reimbursement from the general assets of the trust.

Additional  Information.   This  Prospectus  and  the  Statement  of  Additional
Information,  which have been  incorporated by reference  herein, do not contain
all the information set forth in the Registration Statements filed by the Trusts
with the  Commission  under  the  Securities  Act.  Copies  of the  Registration
Statements may be obtained at a reasonable  charge from the Commission or may be
examined, without charge, at the offices of the Commission in Washington, D.C.



<PAGE>
  INVESTMENT ADVISER
  Evergreen Asset Management Corp., 2500 Westchester Avenue, Purchase, New York
  10577
      EVERGREEN MONEY MARKET FUND, EVERGREEN TAX EXEMPT MONEY MARKET FUND
  Capital Management Group of First Union National Bank, 201 South College
  Street, Charlotte, North Carolina 28288
      EVERGREEN TREASURY MONEY MARKET FUND
  CUSTODIAN & TRANSFER AGENT
  State Street Bank & Trust Company, Box 9021, Boston, Massachusetts 02205-9827
  LEGAL COUNSEL
  Sullivan & Worcester, 1025 Connecticut Avenue, N.W., Washington, D.C. 20036
  INDEPENDENT ACCOUNTANTS
  Price Waterhouse LLP, 1177 Avenue of the Americas, New York, New York 10036
      EVERGREEN MONEY MARKET FUND, EVERGREEN TAX EXEMPT MONEY MARKET FUND
  KPMG Peat Marwick, LLP One Mellon Bank Center Pittsburgh, Pennsylvania 15219
      EVERGREEN TREASURY MONEY MARKET FUND
  DISTRIBUTOR
  Evergreen Funds Distributor, Inc., 237 Park Avenue, New York, New York 10017
                                                                          536128






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