EVERGREEN MONEY MARKET TRUST
485APOS, 1995-07-07
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                                          1933 Act File No. 33-16706
                                          

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    Form N-1A

            REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933    X

                           Pre-Effective Amendment No.

                        Post-Effective Amendment No. 10                X

                                     and/or

       REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 X

                               Amendment No. 10                        X

                           EVERGREEN MONEY MARKET FUND
                     (formerly Evergreen Money Market Trust)

               (Exact Name of Registrant as Specified in Charter)

               2500 WESTCHESTER AVENUE, PURCHASE, NEW YORK 10577
                    (Address of Principal Executive Offices)

                                 (914) 694-2020
                         (Registrant's Telephone Number)

                           Joseph J. McBrien, Esquire,
                             2500 Westchester Avenue
                            Purchase, New York 10577
                     (Name and Address of Agent for Service)

                                   Copies to:

                             John A. Dudley, Esquire
                              Sullivan & Worcester
                           1025 Connecticut Ave., N.W.
                             Washington, D.C. 20036

It is proposed that this filing will become effective (check appropriate box)
/ / Immediately upon filing pursuant to paragraph (b) or
/ / on (date)  pursuant to paragraph (b) or
/X/ 60 days after  filing pursuant to paragraph (a)(i) or 
/ / on (date) pursuant to paragraph (a)(i) or
/ / 75 days after filing pursuant to paragraph (a)(ii) or 
/ / on (date) pursuant to paragraph (a)(ii) of Rule 485

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


Registrant has filed with the Securities and Exchange Commission a 
declaration pursuant to Rule 24f-2 under the Investment Company Act of 
1940, and: 

/X/ filed the Notice required by that Rule on or about October 28, 1994; or 
/ / intends to file the Notice required by that Rule on or about (date); or 
   
/ / during the most recent fiscal year did not sell any securities 
    pursuant to Rule 24f-2 under the Investment Company Act of 1940, and, 
    pursuant to Rule 24f-2(b)(2), need not file the Notice. 



                              CROSS REFERENCE SHEET
                          (as required by Rule 481(a))

N-1A Item No.                                       Location in Prospectus(es)

Part A

Item 1.   Cover Page                                Cover Page

Item 2.   Synopsis and Fee Table                    Overview of the Fund(s);
                                                    Expense Information

Item 3.   Condensed Financial Information           Financial Highlights

Item 4.   General Description of Registrant         Cover Page; Description of
                                                      the Funds; General
                                                      Information

Item 5.   Management of the Fund                    Management of the Fund(s);
                                                      General Information

Item 5A.  Management's Discussion                   Management's Discussion of
                                                      Fund Performance

Item 6.   Capital Stock and Other Securities        Dividends, Distributions and
                                                      Taxes; General
                                                      Information

Item 7.   Purchase of Securities Being Offered      Purchase and Redemption of
                                                      Shares

Item 8.   Redemption or Repurchase                  Purchase and Redemption of
                                                      Shares

Item 9.   Pending Legal Proceedings                 Not Applicable

                                                    Location in Statement of
Part B                                                Additional Information

Item 10.  Cover Page                                Cover Page

Item 11.  Table of Contents                         Table of Contents

Item 12.  General Information and History           Not Applicable

Item 13.  Investment Objectives and Policies        Investment Objectives and
                                                      Policies;Investment
                                                      Restrictions; Other 
                                                      Restrictions and
                                                      Operating Policies

Item 14.  Management of the Fund                    Management

Item 15.  Control Persons and Principal             Management
           Holders of Securities

Item 16.  Investment Advisory and Other Services    Investment Adviser;
                                                    Purchase of Shares

Item 17.  Brokerage Allocation                      Allocation of Brokerage

Item 18.  Capital Stock and Other Securities        Purchase of Shares

Item 19.  Purchase, Redemption and Pricing of       Distribution Plans; Purchase
          Securities Being Offered                    of Shares; Net Asset Value

Item 20.  Tax Status                                Additional Tax Information

Item 21.  Underwriters                              Distribution Plans; Purchase
                                                      of Shares

Item 22.  Calculation of Performance Data           Performance Information

Item 23.  Financial Statements                      Financial Statements

Part C

     Information  required  to be  included  in Part C is set  forth  under  the
appropriate item, so numbered, in Part C to this Registration Statement.


******************************************************************************


  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.

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                             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.

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        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



 

                          STATEMENT OF ADDITIONAL INFORMATION

                                      July 7, 1995

                           THE EVERGREEN MONEY MARKET FUNDS

                   2500 Westchester Avenue, Purchase, New York 10577

                                    800-807-2940

The Evergreen Money Market Trust ("Money Market")
Evergreen Tax Exempt Money Market Fund ("Tax Exempt")
Evergreen Treasury Money Market Fund (formerly First Union Treasury Money
      Market Portfolio)("Treasury")


This  Statement of Additional  Information  pertains to all classes of shares of
the Funds listed below. It is not a prospectus and should be read in conjunction
with the  Prospectus  dated July 7, 1995 for the Fund in which you are making or
contemplating  an  investment.  The  Evergreen  Money  Market  Funds are offered
through two separate  prospectuses:  one offering  Class A and Class B shares of
Money  Market  and Class A shares of Tax  Exempt  and  Treasury  and a  separate
prospectus  offering Class Y shares of each Fund.  Copies of each Prospectus may
be obtained without charge by calling the number listed above.


                                 TABLE OF CONTENTS


                                                                           Page
Investment Objectives and Policies................................
Investment Restrictions...........................................
Non-Fundamental Operating Policies................................
Certain Risk Considerations.......................................
Management........................................................
Investment Adviser................................................
Distribution Plans................................................
Allocation of Brokerage...........................................
Additional Tax Information........................................
Net Asset Value...................................................
Purchase of Shares................................................
Performance Information...........................................
Financial Statements..............................................

Appendix A - Note, Bond And Commercial Paper Ratings




<PAGE>




                       INVESTMENT OBJECTIVES AND POLICIES
(See also "Description of the Funds - Investment Objective and Policies" in each
                               Fund's Prospectus)

  The  investment  objective of each Fund and a description of the securities in
which  each  Fund may  invest  is set forth  under  "Description  of the Funds -
Investment  Objective  and Policies" in the relevant  Prospectus.  The following
expands upon the discussion in the Prospectus  regarding certain  investments of
each Fund.

                               INVESTMENT RESTRICTIONS

FUNDAMENTAL INVESTMENT RESTRICTIONS

 .........Except  as noted,  the  investment  restrictions  set  forth  below are
fundamental  and may not be  changed  with  respect  to each  Fund  without  the
affirmative vote of a majority of the outstanding voting securities of the Fund.
Where an asterisk  (*)  appears  after a Fund's  name,  the  relevant  policy is
non-fundamental  with  respect  to that Fund and may be  changed  by the  Fund's
investment adviser without shareholder approval,  subject to review and approval
by the Trustees. As used in this Statement of Additional  Information and in the
Prospectus,  "a majority of the outstanding voting securities of the Fund" means
the  lesser of (1) the  holders  of more than 50% of the  outstanding  shares of
beneficial  interest  of the Fund or (2) 67% of the shares  present if more than
50% of the shares are present at a meeting in person or by proxy.

1........Concentration of Assets in Any One Issuer

 .........Tax  Exempt and Money Market may not invest more than 5% of their total
assets, at the time of the investment in question,  in the securities of any one
issuer other than the U.S.  government  and its  agencies or  instrumentalities,
except that up to 25% of the value of each Fund's  total  assets may be invested
without  regard  to  such  5%  limitation.   For  this  purpose  each  political
subdivision,  agency, or instrumentality  and each multi-state agency of which a
state is a member, and each public authority which issues industrial development
bonds on behalf of a private  entity,  will be regarded as a separate issuer for
determining the diversification of each Fund's portfolio.

2........Ten Percent Limitation on Securities of Any One Issuer

 .........Neither  Money Market nor  Tax-Exempt may purchase more than 10% of any
class of  securities  of any one issuer other than the U.S.  government  and its
agencies or instrumentalities.

3........Investment for Purposes of Control or Management

 .........Neither  Money Market nor  Tax-Exempt  may invest in companies  for the
purpose of exercising control or management.

4........Purchase of Securities on Margin

 .........No  Fund may purchase  securities on margin,  except that each Fund may
obtain  such  short-term  credits  as may be  necessary  for  the  clearance  of
transactions.  A deposit or payment by a Fund of initial or variation  margin in
connection with financial futures  contracts or related options  transactions is
not considered the purchase of a security on margin.

5........Unseasoned Issuers

 .........Money  Market  may not  invest  more  than 5% of its  total  assets  in
securities of unseasoned issuers that have been in continuous operation for less
than three years, including operating periods of their predecessors.

 .........Tax-Exempt  may not invest more than 5% of its total  assets in taxable
securities of unseasoned issuers that have been in continuous operation for less
than three years, including operating periods of their predecessors, except that
(i) the  Fund  may  invest  in  obligations  issued  or  guaranteed  by the U.S.
government and its agencies or  instrumentalities,  and (ii) the Fund may invest
in municipal securities.



<PAGE>



6........Underwriting

 .........Money  Market  and  Tax-Exempt  may  not  engage  in  the  business  of
underwriting  the  securities  of other  issuers;  provided that the purchase by
Tax-Exempt of municipal securities or other permitted investments, directly from
the  issuer  thereof  (or  from an  underwriter  for an  issuer)  and the  later
disposition of such securities in accordance with the Fund's investment  program
shall not be deemed to be an underwriting.

7........Interests in Oil, Gas or Other Mineral Exploration or
         Development Programs

 .........Neither  Money Market nor  Tax-Exempt  may purchase,  sell or invest in
interests in oil, gas or other mineral exploration or development programs.

8........Concentration in Any One Industry

 .........Neither Money Market nor Tax-Exempt may invest 25% or more of its total
assets  in  the  securities  of  issuers  conducting  their  principal  business
activities in any one industry;  provided,  that this limitation shall not apply
to  obligations  issued or guaranteed by the U.S.  government or its agencies or
instrumentalities,  or with respect to Tax-Exempt,  to municipal  securities and
certificates of deposit and bankers'  acceptances issued by domestic branches of
U.S. banks.

9........Warrants

 .........Tax-Exempt  may not  invest  more than 5% of its  total  net  assets in
warrants,  and, of this  amount,  no more than 2% of the Fund's total net assets
may be  invested  in  warrants  that are listed on neither  the New York nor the
American Stock Exchange.

10.......Ownership by Trustees/Officers

 .........Neither  Money  Market  nor  Tax-Exempt  may  purchase  or  retain  the
securities  of any issuer if (i) one or more  officers  or Trustees of a Fund or
its investment adviser individually owns or would own, directly or beneficially,
more than 1/2 of 1% of the securities of such issuer, and (ii) in the aggregate,
such persons own or would own,  directly or  beneficially,  more than 5% of such
securities.

11.......Short Sales

 .........None  of the Funds may make short  sales of  securities  or  maintain a
short position;  except that, in the case of Treasury, at all times when a short
position is open it owns an equal  amount of such  securities  or of  securities
which,  without payment of any further  consideration  are  convertible  into or
exchangeable  for  securities  of the same issue as, and equal in amount to, the
securities sold short.

12.......Lending of Funds and Securities

 .........Tax-Exempt  and Money Market may not lend their funds to other persons;
however,  they may purchase  issues of debt  securities,  enter into  repurchase
agreements and, in the case of Tax-Exempt,  acquire  privately  negotiated loans
made to municipal borrowers.

 .........Money Market may not lend its funds to other persons,  provided that it
may purchase money market securities or enter into repurchase agreements.

 .........Treasury  will not lend any of its assets,  except that it may purchase
or hold U.S. Treasury obligations, including repurchase agreements.

 .........Neither  Money Market nor Tax-Exempt may lend its portfolio securities,
unless the borrower is a broker,  dealer or financial  institution  that pledges
and maintains  collateral with the Fund consisting of cash, letters of credit or
securities  issued or guaranteed by the United States  Government having a value
at all  times  not less  than 100% of the  current  market  value of the  loaned
securities,  including accrued  interest,  provided that the aggregate amount of
such loans shall not exceed 30% of the Fund's total assets.

13.......Commodities

 .........Tax-Exempt  and  Money  Market  may not  purchase,  sell or  invest  in
commodities, commodity contracts or financial futures contracts.

14.......Real Estate

 .........The Funds may not purchase,  sell or invest in real estate or interests
in real  estate,  except  that  Money  Market  may  purchase,  sell or invest in
marketable  securities  of  companies  holding  real estate or interests in real
estate,  including real estate  investment  trusts,  and Tax-Exempt may purchase
municipal  securities  and  other  debt  securities  secured  by real  estate or
interests therein.

15.......Borrowing, Senior Securities, Reverse Repurchase Agreements

 .........Tax-Exempt  and  Money  Market  may  not  borrow  money,  issue  senior
securities or enter into reverse repurchase agreements,  except for temporary or
emergency purposes, and not for leveraging, and then in amounts not in excess of
10% of the value of the Fund's  total assets at the time of such  borrowing;  or
mortgage,  pledge or hypothecate  any assets except in connection  with any such
borrowing  and in  amounts  not in excess of the  lesser of the  dollar  amounts
borrowed  or 10% of the  value of the  Fund's  total  assets at the time of such
borrowing, provided that the Fund will not purchase any securities at times when
any borrowings  (including reverse repurchase  agreements) are outstanding.  The
Funds will not enter into  reverse  repurchase  agreements  exceeding  5% of the
value of their total assets.

 .........Treasury  will not issue  senior  securities  except  that the Fund may
borrow money directly,  as a temporary  measure for  extraordinary  or emergency
purposes  and then only in amounts not in excess of 5% of the value of its total
assets,  or in an  amount up to one-  third of the  value of its  total  assets,
including the amount  borrowed,  in order to meet  redemption  requests  without
immediately  selling  portfolio  instruments.  Any such  borrowings  need not be
collateralized.  The Fund will not purchase any securities  while  borrowings in
excess of 5% of the total value of its total  assets are  outstanding.  The Fund
will not borrow money or engage in reverse repurchase  agreements for investment
leverage purposes.  Treasury will not mortgage, pledge or hypothecate any assets
except to secure  permitted  borrowings.  In these cases,  it may pledge  assets
having a market value not exceeding the lesser of the dollar amounts borrowed or
15% of the value of total assets at the time of the pledge.

16.......Options

 .........Money Market and Tax-Exempt may not write, purchase or sell put or call
options,  or  combinations  thereof,  except Money Market may do so as permitted
under  "Description  of the Funds - Investment  Objective  and  Policies" in the
Prospectus and Tax- Exempt may purchase securities with rights to put securities
to the seller in accordance with its investment program.

17.......Investment in Municipal Securities

 .........Tax-Exempt  may  not  invest  more  than  20% of its  total  assets  in
securities other than municipal  securities (as described under  "Description of
Funds - Investment  Objective  and Policies" in the Fund's  Prospectus),  unless
extraordinary circumstances dictate a more defensive posture.

18.......Investment in Money Market Securities

 .........Money  Market may not purchase any  securities  other than money market
instruments  (as described under  "Description of Funds - Investment  Objectives
and Policies" in the Fund's Prospectus).

19.......Investing in Securities of Other Investment Companies

 .........Treasury*,  Money Market* and Tax-Exempt*  will purchase  securities of
investment  companies  only  in  open-market  transactions  involving  customary
broker's  commissions.  However,  these  limitations  are not  applicable if the
securities are acquired in a merger,  consolidation or acquisition of assets. It
should  be noted  that  investment  companies  incur  certain  expenses  such as
management  fees and therefore any  investment by the Funds in shares of another
investment company would be subject to such duplicate expenses.

                                                                               4

<PAGE>




20........Other.  In order to comply with certain state blue sky limitations:
         -----

 ...........Money   Market  and  Tax-Exempt  interpret   fundamental   investment
restriction 7 to prohibit investments in oil, gas and mineral leases.

 ...........Money   Market  and  Tax-Exempt  interpret   fundamental   investment
restriction 14 to prohibit investment in real estate limited  partnerships which
are not readily marketable.

     Except with  respect to borrowing  money,  if a  percentage  limitation  is
adhered to at the time of investment, a later increase or decrease in percentage
resulting  from any change in value or net assets will not result in a violation
of such restriction.

                          CERTAIN RISK CONSIDERATIONS

 ...........There  can be no assurance  that a Fund will  achieve its  investment
objective  and an  investment  in the Fund  involves  certain  risks  which  are
described under  "Description of the Funds - Investment  Objective and Policies"
in the Prospectus.

                                   MANAGEMENT

        The Trustees and executive officers of the Trusts, their ages, addresses
and principal occupations during the past five years are set forth below:

Laurence B. Ashkin (67),  180 East Pearson  Street,  Chicago,  IL-Trustee.  Real
estate  developer and construction  consultant since 1980;  President of Centrum
Equities since 1987 and Centrum Properties, Inc. since 1980.

Foster Bam*(68), Greenwich Plaza, Greenwich, CT-Trustee. Partner in the law firm
of Cummings and Lockwood since 1968.

James S. Howell (70), 4124 Crossgate Road,  Charlotte,  NC-Chairman and Trustee.
Retired  Vice  President  of Lance Inc.  (food  manufacturing);  Chairman of the
Distribution Comm. Foundation for the Carolinas from 1989 to 1993.

Robert J. Jeffries (72),  2118 New Bedford Drive,  Sun City Center,  FL-Trustee.
Corporate consultant since 1967.

Gerald M. McDonnell  (55), 821 Regency Drive,  Charlotte,  NC-Trustee.  Sales
Representative  with Nucor-Yamoto Inc. (steel producer) since 1988.

Thomas L. McVerry (56), 4419 Parkview Drive, Charlotte,  NC-Trustee. Director of
Carolina Cooperative Federal Credit Union since 1990 and Rexham Corporation from
1988  to  1990;  Vice  President  of  Rexham   Industries,   Inc.   (diversified
manufacturer) from 1989 to 1990; Vice  President-Finance  and Resources,  Rexham
Corporation from 1979 to 1990.

William  Walt  Pettit*(39),  Holcomb  and  Pettit,  P.A.,  207 West  Trade  St.,
Charlotte,  NC-Trustee.  Partner in the law firm Holcomb and Pettit,  P.A. since
1990; Attorney, Clontz and Clontz from 1980 to 1990.

Russell A. Salton,  III, M.D. (47),  Primary  Physician Care,  1515  Mockingbird
Lane, Charlotte, NC-Trustee. President, Primary Physician Care since 1990.

Michael S. Scofield (52), 212 S. Tryon Street Suite 980, Charlotte,  NC-Trustee.
Attorney, Law Offices of Michael S. Scofield since prior to 1989.

John J. Pileggi (35),  237 Park Avenue,  Suite 910, New York,  NY-President  and
Treasurer.  Senior  Managing  Director,  Furman  Selz  Incorporated  since 1992,
Managing Director from 1984 to 1992.

Joan V. Fiore (39), 237 Park Avenue, Suite 910, New York, NY-Secretary. Managing
Director and  Counsel,  Furman Selz  Incorporated  since 1991;  Staff  Attorney,
Securities and Exchange Commission from 1986 to 1991.


                                                                               5

<PAGE>



     Except for  Messrs.  Ashkin,  Bam and  Jeffries,  who are not  Trustees  of
Evergreen Investment Trust, the Trustees and officers listed above hold the same
positions with a total of ten registered  investment  companies offering a total
of thirty-one investment funds within the Evergreen mutual fund complex.

- --------

     * Mr. Bam and Mr.  Pettit may each be deemed to be an  "interested  person"
within the meaning of the Investment  Company Act of 1940, as amended (the "1940
Act").

         The officers of the Trusts are all officers and/or  employees of Furman
Selz  Incorporated.  Furman Selz  Incorporated  is the parent of Evergreen Funds
Distributor, Inc., the distributor of each Class of shares of each Fund.

         The Funds do not pay any direct  remuneration to any officer or Trustee
who is an  "affiliated  person" of either  First  Union  National  Bank of North
Carolina  or  Evergreen  Asset  Management  Corp.  or  their   affiliates.   See
"Investment Adviser." Currently,  none of the Trustees is an "affiliated person"
as  defined  in  the  1940  Act.  The  Trusts  pay  each  Trustee  who is not an
"affiliated  person" an annual  retainer  and a fee per meeting  attended,  plus
expenses (and $50 for each telephone conference meeting) as follows:

Name of Trust/Fund                              Annual Retainer   Meeting Fee


Money Market                                     $4,000*           $300
Evergreen Municipal Trust                        $4,000*           $300
  Tax Exempt             
Evergreen Investment Trust                       $9,000**          $1,500**
  Treasury                

* Allocated among the Evergreen Money Market Fund, which is not a series fund,
and Evergreen Municipal Trust which offers four investment series, the Evergreen
Tax Exempt Money Market Fund, Evergreen Short-Intermediate Municipal Fund,  
Evergreen Short-Intermediate Fund-CA, and Evergreen National Tax-Free Fund.

**  Evergreen  Investment  Trust pays an annual  retainer to each  trustee and a
per-meeting fee that are allocated among its fifteen series. Additionally,  each
member of the Audit  Committee  receives $200 for  attendance at each meeting of
the of the Audit  Committee and an additional fee is paid to the Chairman of the
Board of $2,000.

         Set forth below for each of the Trustees is the aggregate  compensation
paid to such  Trustees by each Trust for the fiscal  year ended  August 31, 1994
(fiscal year ended December 31, 1994 for Treasury)

                                                                               6

<PAGE>





                                                                  Total
                                                                  Compensation
                      Aggregate Compensation From Trust           From Trusts
                                                                  & Fund
Name of              Money        Municipal        Investment     Complex Paid
Person               Market          Trust           Trust*       to Trustees

Laurence Ashkin      3,031          2,443              ---        29,800

Foster Bam           3,031          2,493              ---        29,850

James S. Howell      1,090          1,098             14,900      26,900

Robert J.
 Jeffries            3,031          2,443                         26,800

Gerald M.
 McDonnell           1,390          1,198             11,900      26,100

Thomas L.
 McVerry             1,390          1,248             11,900      26,150

William Walt
 Pettit              1,390          1,198             11,900      26,100

Russell A.
 Salton, III, M.D.   1,390          1,198             11,900      26,100

Michael S.
 Scofield            1,390          1,198             11,700      25,650

* Formerly known as First Union Funds.

         No officer or Trustee of the Trusts owned Class B shares of any Fund as
of the date hereof.  The number and percent of  outstanding  shares of each Fund
owned by officers and Trustees as a group on June 15, 1995, is as follows:

                            No. of Shares Owned
                              By Officers and         Ownership by Officers and
                                  Trustees            Trustees as a % of 
Name of Fund                     as a Group           Shares Outstanding

Money Market                     7,557,274               2.53%
Tax Exempt                         607,888                .14%
Treasury                            -0-                    -0-


         Set forth below is  information  with respect to each  person,  who, to
each Fund's knowledge,  owned  beneficially or of record more than 5% of a class
of each Fund's total  outstanding  shares and their  aggregate  ownership of the
Fund's total outstanding shares as of June 15, 1995.


                                  Name of                          % of
Name and Address*                 Fund/Class       No. of Shares   Class/Fund
- ----------------                  ----------       -------------   ----------

First Union National Bank of FL   Money Market/A     211,909,336   39.51%/25.07%
Attn: Cap Account Dept.
One First Union Center
Charlotte, NC  28288

First Union National Bank of NC   Money Market/A     75,313,128    14.04%/8.91%
Cap Account
Attn: Shelia Bryendon CMG 1164
One First Union Center
301 S. College Street
Charlotte, NC  28202-6000

                                                                               7

<PAGE>





First Union National Bank of VA   Money Market/A  43,639,682        8.14%/5.16%
Attn: Cap Account Dept.
One First Union Center
Charlotte, NC  28288

Estate of Catherine Ken Doyle     Money Market/A     207,475        11.59%/.02%
C/O First Union National Bank
301 S. Tryon Street
Charlotte, NC  28288-0001

Fubs & Co. FBO                    Money Market/B      1,009         8.99%/0%
Kevin T. Lonergan
C/O First Union National Bank
301 S. Tryon Street
Charlotte, NC  28288-0001

First Union National Bank of VA   Money Market/B     10,008         89.21%/0%
C/F
Clifton L. McDonald IRA
C/O First Union National Bank
301 S. Tryon Street
Charlotte, NC  28288-0001

First Union National Bank         Money Market/Y  55,236,710        93.75%/6.53%
Trust Accounts
Attn: Ginny Batten
11th Floor CMG-1151
301 S. Tryon Street
Charlotte, NC  28288-0001

First Union National Bank of FL   Tax-Exempt/A     187,277,537     36.59%/19.82%
Attn:  Cap Account Dept.       
One First Union Center
Charlotte, NC  28288

First Union National Bank of NC   Tax-Exempt/A     131,293,365     25.65%/13.90%
Cap Account                      
Attn: Shelia Bryendon CMG 1164
One First Union Cneter
301 S. College Street
Charlotte, NC  28288-0001

First Union National Bank of GA   Tax-Exempt/A    32,907,348        6.43%/3.48%
Attn: Cap Account Dept.         
One First Union Center
Charlotte, NC  28288

First Union National Bank of VA   Tax-Exempt/A      30,618,267       5.98%/3.24%
Attn: Cap Account Dept.          
One First Union Center
Charlotte, NC  28288

Kent S. Hathaway                  Tax Exempt/A         101,048       28.29%/.01%
Martha M. Hathaway               
2727 Inverness Road
Charlotte, NC  28209-3601

Fubs & Co. Febo                   Tax Exempt/A         170,589      47.76%/1.02%
Feldman & Koenig PA Escrow        
Agent F/B/O Robert J. F. Brobyn
and Margaret M. Brobyn
C/O First Union National Bank
301 S. Tryon Street
Charlotte, NC  28288-0001

Fubs & Co. Febo                   Tax Exempt/A          25,330          7.09%/0%
Estate of Chavalit Patrachai      
Ralph M. McBride Executor
C/O First Union National Bank
301 S. Tryon Street
Charlotte, NC  28288-0001

First Union National Bank         Tax-Exempt/Y       76,935,104       100%/8.14%
Trust Accounts                
Attn: Ginny Batten
11th Floor CMG-151
301 S. Tyron Street
Charlotte, NC  28288

First Union National Bank of FL   Treasury/A        324,451,247    32.48%/23.99%
Attn: Cap Account Dept.          
One First Union Center
Charlotte, NC  28288

                                                                        8

<PAGE>




First Union National Bank of NC   Treasury/A        204,205,682    20.44%/15.10%
Attn: Cap Account Dept.  
One First Union Center
301 S. College Street
Charlotte, NC  28202-6000

First Union National Bank of VA   Treasury/A        107,586,389     10.77%/7.95%
Attn: Cap Account Dept.   
One First Union Center
Charlotte, NC  28288

First Union National Bank of GA   Treasury/A         82,114,367      8.22%/6.07%
Attn: Cap Account Dept.          
One First Union Center
Charlotte, NC  28288

First Union National Bank         Treasury/Y        353,847,491      100%/26.12%
Trust Accounts                   
Attn: Ginny Batten
11th  Floor CMG-1151
301 S. Tryon Street
Charlotte, NC  28288-0001

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

         *First Union  National Bank of North Carolina and its affiliates act in
various capacities for numerous accounts. As a result of its ownership of 79.23%
of  Treasury,  45.67% of Money Market and 48.67% of Tax Exempt on June 15, 1995,
First Union  National  Bank of North  Carolina and its  affiliated  banks may be
deemed to "control" each Fund as that term is defined in the 1940 Act.


                               INVESTMENT ADVISER
               (See also "Management of the Fund" in each Fund's Prospectus)

         The  investment  adviser of Money  Market  and Tax Exempt is  Evergreen
Asset Management Corp., a New York corporation, with offices at 2500 Westchester
Avenue,  Purchase, New York or ("Evergreen Asset" or the "Adviser.").  Evergreen
Asset is owned by First Union  National  Bank of North  Carolina  ("FUNB" or the
"Adviser")  which, in turn, is a subsidiary of First Union  Corporation  ("First
Union"), a bank holding company headquartered in Charlotte,  North Carolina. The
investment  adviser of  Treasury  is FUNB  which  provides  investment  advisory
services through its Capital  Management Group. The Directors of Evergreen Asset
are  Richard K.  Wagoner  and  Barbara I.  Colvin.  The  executive  officers  of
Evergreen Asset are Stephen A. Lieber,  Chairman and Co-Chief Executive Officer,
Nola Maddox  Falcone,  President  and Co-Chief  Executive  Officer,  Theodore J.
Israel, Jr., Executive Vice President,  Joseph J. McBrien, Senior Vice President
and General  Counsel,  and George R.  Gaspari,  Senior Vice  President and Chief
Financial Officer.

         On June 30,  1994,  Evergreen  Asset and Lieber and Company  ("Lieber")
were  acquired by First Union  through  certain of its  subsidiaries.  Evergreen
Asset was acquired by FUNB, a  wholly-owned  subsidiary  (except for  directors'
qualifying  shares) of First Union, by merger into EAMC  Corporation  ("EAMC") a
wholly-owned  subsidiary of FUNB.  EAMC then assumed the name  "Evergreen  Asset
Management   Corp."  and   succeeded  to  the   business  of  Evergreen   Asset.
Contemporaneously with the succession of EAMC to the business of Evergreen Asset
and its assumption of the name "Evergreen Asset Management Corp.",  Money Market
and Tax Exempt  entered into a new investment  advisory  agreement with EAMC and
into

                                                                               9

<PAGE>



a  distribution   agreement  with  Evergreen   Funds   Distributor,   Inc.  (the
"Distributor"),  a subsidiary of Furman Selz  Incorporated.  At that time,  EAMC
also entered into a new  sub-advisory  agreement  with Lieber  pursuant to which
Lieber  provides  certain  services to Evergreen  Asset in  connection  with its
duties as investment adviser.

         The partnership  interests in Lieber,  a New York general  partnership,
were acquired by Lieber I Corp. and Lieber II Corp., which are both wholly-owned
subsidiaries  of FUNB.  The  business  of  Lieber  is being  continued.  The new
advisory and sub-advisory  agreements were approved by the shareholders of Money
Market  and Tax  Exempt  at their  meeting  held on June 23,  1994,  and  became
effective on June 30, 1994.

         Under its Investment  Advisory  Agreement with each Fund,  each Adviser
has  agreed  to  furnish   reports,   statistical  and  research   services  and
recommendations  with  respect  to each  Fund's  portfolio  of  investments.  In
addition,  each Adviser  provides office  facilities to the Funds and performs a
variety of administrative  services. Each Fund pays the cost of all of its other
expenses  and  liabilities,  including  expenses  and  liabilities  incurred  in
connection with maintaining their registration under the Securities Act of 1933,
as amended, and the 1940 Act, printing prospectuses (for existing  shareholders)
as  they  are  updated,  state  qualifications,  share  certificates,  mailings,
brokerage,  custodian and stock transfer charges,  printing,  legal and auditing
expenses,   expenses  of  shareholder  meetings  and  reports  to  shareholders.
Notwithstanding  the foregoing,  each Adviser will pay the costs of printing and
distributing prospectuses used for prospective shareholders.

         The method of computing  the  investment  advisory fee for each Fund is
described in such Fund's Prospectus. The advisory fees paid by each Fund for the
three most recent fiscal periods reflected in its registration statement are set
forth below:


TAX EXEMPT           Year Ended    Year Ended    Year Ended
                        8/31/94       8/31/93       8/31/92
Advisory Fee         $2,126,246    $2,028,966    $2,272,890
                      ---------     ---------     ---------
Waiver              ($1,256,653)  ($1,168,131)  ($1,411,094)
Net Advisory Fee       $869,593      $860,835      $861,796


MONEY MARKET         Year Ended    Year Ended    Year Ended
                        8/31/94       8/31/93       8/31/92
Advisory Fee         $1,245,513    $1,637,123    $2,089,939
                      ----------    ---------     ---------
Waiver                ($974,438)  ($1,047,935)  ($1,507,506)
Net Advisory Fee       $271,075      $589,188      $582,433


TREASURY             Year Ended    Year Ended    Year Ended
                       12/31/94      12/31/93      12/31/92
Advisory Fee         $2,549,955    $1,977,645    $1,723,873
                      ---------     ---------     ---------
Waiver              ($1,948,237)  ($1,712,975)   ($1,492,021)
Net Advisory Fee       $601,718      $264,670       $231,852
                      =========     =========      =========


Expense Limitations

         Each  Adviser's  fee will be reduced by, or the Adviser will  reimburse
the Funds  (except  Money Market and Tax Exempt which have  specific  percentage
limitations  described  below) for any amount necessary to prevent such expenses
(exclusive of taxes, interest, brokerage commissions and extraordinary expenses,
but inclusive of the Adviser's fee) from  exceeding the most  restrictive of the
expense  limitations  imposed by state  securities  commissions of the states in
which  the  Funds'   shares  are  then   registered   or  qualified   for  sale.
Reimbursement,  when necessary, will be made monthly in the same manner in which
the  advisory  fee  is  paid.  Currently  the  most  restrictive  state  expense
limitation  is 2.5% of the first  $30,000,000  of the Fund's  average  daily net
assets,  2% of the next  $70,000,000  of such  assets and 1.5% of such assets in
excess of $100,000,000.

     With  respect  to  Money  Market  and  Tax  Exempt,   Evergreen  Asset  has
voluntarily agreed to reimburse each Fund to the extent that any of these Funds'
aggregate   operating  expenses  (including  the  Adviser's  fee  but  excluding
interest,  taxes,  brokerage  commissions,  and extraordinary  expenses, and for
Class A and  Class  B  shares  Rule  12b-1  distribution  fees  and  shareholder
servicing  fees payable  exceed 1.00% of their daily  average net assets for any
fiscal year.


                                                                              10

<PAGE>



         The Investment Advisory Agreements are terminable,  without the payment
of any penalty,  on sixty days'  written  notice,  by a vote of the holders of a
majority of each Fund's  outstanding  shares, or by a vote of a majority of each
Trust's  Trustees  or  by  the  respective  Adviser.   The  Investment  Advisory
Agreements will automatically  terminate in the event of their assignment.  Each
Investment  Advisory  Agreement provides in substance that the Adviser shall not
be liable  for any  action  or  failure  to act in  accordance  with its  duties
thereunder in the absence of willful misfeasance,  bad faith or gross negligence
on  the  part  of the  Adviser  or of  reckless  disregard  of  its  obligations
thereunder.  The Investment Advisory Agreements with respect to Money Market and
Tax Exempt were approved by each Fund's  shareholders  on June 23, 1994,  became
effective on June 30, 1994, and will continue in effect until June 30, 1996, and
thereafter  from  year to year  provided  that  their  continuance  is  approved
annually  by a vote of a majority  of the  Trustees  of each Trust  including  a
majority of those Trustees who are not parties  thereto or "interested  persons"
(as defined in the 1940 Act) of any such party, cast in person at a meeting duly
called  for  the  purpose  of  voting  on such  approval  or a  majority  of the
outstanding voting shares of each Fund. With respect to Treasury, the Investment
Advisory  Agreement  dated  February  28,  1985 and  amended  from  time to time
thereafter  was last  approved by the  Trustees of  Evergreen  Investment  Trust
(formerly,  First Union Funds) on April 20, 1995 and it will  continue from year
to year with respect to each Fund  provided  that such  continuance  is approved
annually by a vote of a majority of the Trustees of Evergreen  Investment  Trust
including  a  majority  of  those  Trustees  who  are  not  parties  thereto  or
"interested  persons" of any such party cast in person at a meeting  duly called
for the  purpose of voting on such  approval  or by a vote of a majority  of the
outstanding voting securities of each Fund.

         Certain  other clients of each Adviser may have  investment  objectives
and  policies  similar  to those  of the  Funds.  Each  Adviser  (including  the
sub-adviser)  may, from time to time, make  recommendations  which result in the
purchase or sale of a particular  security by its other  clients  simultaneously
with a Fund. If  transactions  on behalf of more than one client during the same
period  increase  the demand for  securities  being  purchased  or the supply of
securities being sold,  there may be an adverse effect on price or quantity.  It
is the  policy of each  Adviser to  allocate  advisory  recommendations  and the
placing of orders in a manner  which is deemed  equitable  by the Adviser to the
accounts  involved,  including the Funds. When two or more of the clients of the
Adviser  (including one or more of the Funds) are purchasing or selling the same
security on a given day from the same  broker-dealer,  such  transactions may be
averaged as to price.

         Although the  investment  objectives of the Funds are not the same, and
their investment  decisions are made independently of each other, they rely upon
the same  resources for investment  advice and  recommendations.  Therefore,  on
occasion,  when a particular security meets the different investment  objectives
of the  various  Funds,  they  may  simultaneously  purchase  or sell  the  same
security.  This could have a detrimental effect on the price and quantity of the
security available to each Fund. If simultaneous transactions occur, the Adviser
attempts  to  allocate  the  securities,  both  as to  price  and  quantity,  in
accordance with a method deemed equitable to each Fund and consistent with their
different investment objectives.  In some cases, simultaneous purchases or sales
could have a beneficial  effect,  in that the ability of one Fund to participate
in volume transactions may produce better executions for that Fund.

         Each Fund has  adopted  procedures  under Rule 17a-7 of the 1940 Act to
permit purchase and sales  transactions to be effected between each Fund and the
other registered  investment  companies for which either Evergreen Asset or FUNB
acts as  investment  adviser or  between  the Fund and any  advisory  clients of
Evergreen  Asset,  FUNB or  Lieber &  Company.  Each  Fund may from time to time
engage in such  transactions but only in accordance with these procedures and if
they are equitable to each  participant and consistent  with each  participant's
investment objectives.

         Prior to July 1, 1995, Federated  Administrative Services, a subsidiary
of Federated  Investors,  provided  legal,  accounting and other  administrative
personnel and support services to each of the portfolios of Evergreen Investment
Trust. The Trust paid a fee for such services at the following annual rate: .15%
on the first $250 million  average  daily net assets of the Trust;  .125% on the
next $250  million;  .10% on the next $250 million and .075% on assets in excess
of $250 million.  For the fiscal years ended  December 31, 1994,  1993 and 1992,
Treasury  incurred  $613,889,  $490,126 and $175,540 in  administrative  service
costs, of which $111,107, $198,476 and $208,794 were waived, respectively.


                                                                              11

<PAGE>



         Commencing July 1, 1995,  Evergreen  Asset will provide  administrative
services to each of the portfolios of Evergreen Investment Trust for a fee based
on the average daily net assets of each fund administered by Evergreen Asset for
which  Evergreen  Asset or FUNB  calculated  daily and  payable  monthly  at the
following  annual  rates:  .050% on 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 the  Distributor,  serves as  sub-administrator  to
Treasury and is entitled to receive a fee based on the average  daily net assets
of Treasury at a rate from the Fund calculated on the total assets of the mutual
funds  administered  by Evergreen  Asset for which FUNB or Evergreen  Asset also
serve as  investment  adviser,  calculated  in  accordance  with  the  following
schedule: of the first $7 billion;  .0075% on the next $3 billion; .0050% on the
next $15 billion; .0040% on assets in excess of $25 billion. The total assets of
mutual funds  administered  by Evergreen Asset for which Evergreen Asset or FUNB
serves as  investment  adviser  as of March 31,  1995 were  approximately  $7.95
billion.

                              DISTRIBUTION PLANS

         Reference is made to "Management  of the Fund - Distribution  Plans and
Agreements" in the Prospectus of each Fund for additional  disclosure  regarding
the Funds'  distribution  arrangements.  Distribution fees are accrued daily and
paid  monthly  on the Class A, and for Money  Market  its Class B shares and are
charged as class expenses, as accrued. The distribution fees attributable to the
Class B shares are  designed  to permit an  investor  to  purchase  such  shares
through broker-dealers without the assessment of a front-end sales charge, while
at the same time  permitting  the  Distributor to compensate  broker-dealers  in
connection with the sale of such shares.

         Under the Rule 12b-1  Distribution Plans that have been adopted by each
Fund with respect to each of its Class A, and Class B shares (to the extent that
each Fund offers such classes)  (each a "Plan" and  collectively,  the "Plans"),
the Treasurer of each Fund reports the amounts  expended  under the Plan and the
purposes for which such expenditures were made to the Trustees of each Trust for
their review on a quarterly  basis.  Also, each Plan provides that the selection
and  nomination of Trustees who are not  "interested  persons" of each Trust (as
defined in the 1940 Act) are committed to the  discretion of such  disinterested
Trustees then in office.

         Each Adviser may from time to time and from its own funds or such other
resources as may be permitted by rules of the Securities and Exchange Commission
make payments for distribution  services to the  Distributor;  the latter may in
turn pay part or all of such  compensation to brokers or other persons for their
distribution assistance.

         Money  Market  commenced  offering  Class A or B shares  and Tax Exempt
commenced offering Class A shares, on January 3, 1995. Each Plan with respect to
such Funds became  effective on December 30, 1994 and was initially  approved by
the sole  shareholder of each Class of shares of each Fund with respect to which
a Plan was  adopted on that date and by the  unanimous  vote of the  Trustees of
each Trust, including the disinterested Trustees voting separately, at a meeting
called  for that  purpose  and  held on  December  13,  1994.  The  Distribution
Agreements between each Fund and the Distributor, pursuant to which distribution
fees are paid under the Plans by each Fund with respect to its Class A and Class
B shares were also  approved at the December  13, 1994 meeting by the  unanimous
vote of the Trustees,  including the disinterested  Trustees voting  separately.
Each Plan and  Distribution  Agreement  will  continue in effect for  successive
twelve-month  periods provided,  however,  that such continuance is specifically
approved  at least  annually  by the  Trustees  of each  Trust or by vote of the
holders of a majority of the  outstanding  voting  securities (as defined in the
1940 Act) of that Class,  and, in either case,  by a majority of the Trustees of
the Trust who are not parties to the Agreement or interested persons, as defined
in the 1940 Act, of any such party (other than as Trustees of the Trust) and who
have no direct or indirect  financial  interest in the  operation of the Plan or
any agreement related thereto.

         Prior to July 7, 1995,  Federated  Securities  Corp.,  a subsidiary  of
Federated  Investors,  served as the  distributor  for Treasury as well as other
portfolios of Evergreen  Investment  Trust. The Distribution  Agreement  between
Treasury and the Distributor  pursuant to which distribution fees are paid under
the Plans by Treasury  with  respect to its Class A shares was approved on April
20, 1995 by the  unanimous  vote of the  Trustees  including  the  disinterested
Trustees voting separately.


                                                                              12

<PAGE>



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

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

         All material  amendments to any Plan or Distribution  Agreement must be
approved  by a vote of the  Trustees  of a Trust or the  holders  of the  Fund's
outstanding voting  securities,  voting separately by Class, and in either case,
by a majority of the disinterested  Trustees, cast in person at a meeting called
for the  purpose  of  voting  on such  approval;  and any  Plan or  Distribution
Agreement  may not be amended in order to increase  materially  the costs that a
particular  Class  of  shares  of a  Fund  may  bear  pursuant  to the  Plan  or
Distribution  Agreement without the approval of a majority of the holders of the
outstanding  voting  shares  of the  Class  affected.  Any Plan or  Distribution
Agreement  may be  terminated  (a) by a Fund  without  penalty  at any time by a
majority vote of the holders of the outstanding  voting  securities of the Fund,
voting  separately  by Class or by a majority  vote of the  Trustees who are not
"interested  persons" as defined in the 1940 Act, or (b) by the Distributor.  To
terminate any Distribution  Agreement,  any party must give the other parties 60
days' written notice;  to terminate a Plan only, the Fund need give no notice to
the Distributor.  Any Distribution Agreement will terminate automatically in the
event of its assignment.

         For  the  fiscal  year  ended  December  31,  1994,  Treasury  incurred
$1,451,396 in distribution services fees on behalf of Class A shares.

                              ALLOCATION OF BROKERAGE

         Decisions  regarding  each Fund's  portfolio  are made by its  Adviser,
subject to the supervision and control of the Trustees.  Orders for the purchase
and sale of  securities  and other  investments  are placed by  employees of the
Adviser,  all of whom,  in the case of  Evergreen  Asset,  are  associated  with
Lieber.  In general,  the same  individuals  perform the same  functions for the
other  funds  managed  by the  Adviser.  A Fund will not  effect  any  brokerage
transactions  with any broker or dealer  affiliated  directly or indirectly with
the  Adviser  unless  such  transactions  are fair  and  reasonable,  under  the
circumstances, to the Fund's shareholders.  Circumstances that may indicate that
such  transactions  are  fair  or  reasonable  include  the  frequency  of  such
transactions,  the selection  process and the commissions  payable in connection
with such transactions.

         It is anticipated  that most purchase and sale  transactions  involving
fixed income  securities will be with the issuer or an underwriter or with major
dealers in such securities acting as principals.  Such transactions are normally
on a net basis and  generally do not involve  payment of brokerage  commissions.
However, the cost of securities purchased from an underwriter usually includes a
commission  paid by the  issuer  to the  underwriter.  Purchases  or sales  from
dealers will normally reflect the spread between bid and ask prices.

         In  selecting  firms to effect  securities  transactions,  the  primary
consideration  of each Fund  shall be  prompt  execution  at the most  favorable
price. A Fund will also consider such factors as the price of the securities and
the size and  difficulty of execution of the order.  If these  objectives may be
met with more than one firm, the Fund will also

                                                                              13

<PAGE>



consider the  availability of statistical and investment data and economic facts
and opinions  helpful to the Fund. To the extent that receipt of these  services
for which the Adviser or its affiliates might otherwise have paid, it would tend
to reduce their expenses.

         Under Section 11(a) of the Securities Exchange Act of 1934, as amended,
and the rules adopted  thereunder  by the  Securities  and Exchange  Commission,
Lieber may be compensated for effecting transactions in portfolio securities for
a Fund on a national  securities  exchange  provided the conditions of the rules
are met. Each Fund advised by Evergreen Asset has entered into an agreement with
Lieber  authorizing  Lieber to retain  compensation for brokerage  services.  In
accordance with such agreement,  it is contemplated that Lieber, a member of the
New York and American Stock Exchanges, will, to the extent practicable,  provide
brokerage  services to the Fund with  respect to  substantially  all  securities
transactions  effected on the New York and  American  Stock  Exchanges.  In such
transactions,  a Fund will seek the best execution at the most  favorable  price
while paying a commission  rate no higher than that offered to other  clients of
Lieber or that which can be reasonably expected to be offered by an unaffiliated
broker-dealer  having comparable  execution capability in a similar transaction.
However,  no Fund  will  engage  in  transactions  in  which  Lieber  would be a
principal.  While no Fund advised by Evergreen  Asset  contemplates  any ongoing
arrangements  with other brokerage firms,  brokerage  business may be given from
time to time to other firms. In addition,  the Trustees have adopted  procedures
pursuant  to Rule  17e-1  under  the  1940  Act to  ensure  that  all  brokerage
transactions  with  Lieber,  as  an  affiliated  broker-dealer,   are  fair  and
reasonable.

         Any profits from brokerage  commissions  accruing to Lieber as a result
of portfolio  transactions  for the Fund will accrue to FUNB and to its ultimate
parent,  First Union. The Investment  Advisory Agreements does not provide for a
reduction  of the  Adviser's  fee with  respect to any Fund by the amount of any
profits  earned by Lieber from  brokerage  commissions  generated  by  portfolio
transactions of the Fund.


                           ADDITIONAL TAX INFORMATION
                       (See also "Taxes" in the Prospectus)

         Each Fund has  qualified  and  intends to  continue  to qualify for and
elect the tax treatment  applicable to regulated  investment  companies  ("RIC")
under  Subchapter  M of the  Internal  Revenue  Code of 1986,  as  amended  (the
"Code").  (Such  qualification  does not involve  supervision  of  management or
investment  practices or policies by the Internal Revenue  Service.) In order to
qualify as a regulated  investment company, a Fund must, among other things, (a)
derive at least 90% of its gross income from dividends,  interest, payments with
respect  to  proceeds  from  securities  loans,  gains  from  the  sale or other
disposition  of securities  or foreign  currencies  and other income  (including
gains from options,  futures or forward foreign  contracts) derived with respect
to its business of investing in such securities; (b) derive less than 30% of its
gross income from the sale or other disposition of securities,  options, futures
or  forward  contracts  (other  than those on  foreign  currencies),  or foreign
currencies  (or  options,  futures or forward  contracts  thereon)  that are not
directly related to the RIC's principal  business of investing in securities (or
options and futures with respect  thereto) held for less than three months;  and
(c)  diversify  its holdings so that,  at the end of each quarter of its taxable
year,  (i) at least  50% of the  market  value of the  Fund's  total  assets  is
represented by cash, U.S. government  securities and other securities limited in
respect of any one issuer,  to an amount not greater than 5% of the Fund's total
assets and 10% of the outstanding voting securities of such issuer, and (ii) not
more than 25% of the value of its total assets is invested in the  securities of
any one issuer (other than U.S.  Government  securities  and securities of other
regulated  investment  companies).  By so  qualifying,  a Fund is not subject to
Federal  income tax if it timely  distributes  its  investment  company  taxable
income and any net realized capital gains. A 4% nondeductible excise tax will be
imposed  on a  Fund  to  the  extent  it  does  not  meet  certain  distribution
requirements  by the end of each calendar year.  Each Fund  anticipates  meeting
such distribution requirements.

     Dividends paid by a Fund from investment  company taxable income  generally
will be taxed to the shareholders as ordinary income. Investment company taxable
income  includes net  investment  income and net realized  short-term  gains (if
any).  Any  dividends  received  by  a  Fund  from  domestic  corporations  will
constitute a portion of the Fund's gross  investment  income.  It is anticipated
that this portion of the dividends paid by a Fund (other than  distributions  of
securities  profits) will qualify for the 70%  dividends-received  deduction for
corporations. Shareholders will be informed of the amounts of dividends which so
qualify.

                                                                              14

<PAGE>





         Distributions  of the  excess of net  long-term  capital  gain over net
short-term  capital  loss are taxable to  shareholders  (who are not exempt from
tax) as long-term capital gain, regardless of the length of time the shares of a
Fund have been held by such shareholders. Short-term capital gains distributions
are taxable to shareholders who are not exempt from tax as ordinary income. Such
distributions are not eligible for the  dividends-received  deduction.  Any loss
recognized  upon the sale of  shares  of a Fund  held by a  shareholder  for six
months or less will be treated as a  long-term  capital  loss to the extent that
the shareholder  received a long-term  capital gain distribution with respect to
such shares.

         Distributions  of  investment   company  taxable  income  and  any  net
short-term  capital gains will be taxable as ordinary  income as described above
to  shareholders  (who are not exempt  from tax),  whether  made in shares or in
cash.  Shareholders  electing to receive distributions in the form of additional
shares will have a cost basis for Federal  income tax  purposes in each share so
received  equal to the net asset value of a share of a Fund on the  reinvestment
date.

     Distributions  by each Fund result in a reduction in the net asset value of
the Fund's  shares.  Should a  distribution  reduce the net asset  value below a
shareholder's  cost basis,  such distribution  nevertheless  would be taxable as
ordinary income or capital gain as described above to shareholders  (who are not
exempt from tax), even though, from an investment standpoint,  it may constitute
a return of capital. In particular,  investors should be careful to consider the
tax  implications  of buying shares just prior to a  distribution.  The price of
shares   purchased  at  that  time  includes  the  amount  of  the   forthcoming
distribution.  Those  purchasing just prior to a distribution  will then receive
what is in  effect  a  return  of  capital  upon  the  distribution  which  will
nevertheless be taxable to shareholders subject to taxes.

         Upon a sale or exchange of its shares,  a  shareholder  will  realize a
taxable gain or loss  depending  on its basis in the shares.  Such gains or loss
will be treated as a capital  gain or loss if the shares are  capital  assets in
the investor's hands and will be a long-term  capital gain or loss if the shares
have been held for more than one year. Generally, any loss realized on a sale or
exchange will be disallowed to the extent shares disposed of are replaced within
a period of sixty-one days  beginning  thirty days before and ending thirty days
after the shares are disposed of. Any loss realized by a shareholder on the sale
of  shares of the Fund held by the  shareholder  for six  months or less will be
disallowed  to the  extent of any  exempt  interest  dividends  received  by the
shareholder with respect to such shares, and will be treated for tax purposes as
a long-term capital loss to the extent of any distributions of net capital gains
received by the shareholder with respect to such shares.

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

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

     The foregoing  discussion  relates solely to U.S. Federal income tax law as
applicable to U.S. persons (i.e.,  U.S. citizens and residents and U.S. domestic
corporations, partnerships, trusts and estates). It does not reflect the special
tax consequences to certain taxpayers (e.g.,  banks,  insurance  companies,  tax
exempt  organizations  and foreign  persons).  Shareholders  are  encouraged  to
consult their own tax advisers regarding specific questions relating to Federal,
state  and local  tax  consequences  of  investing  in  shares  of a Fund.  Each
shareholder  who is not a U.S.  person  should  consult  his or her tax  adviser
regarding  the U.S.  and foreign tax  consequences  of  ownership of shares of a
Fund, including the possibility that such a shareholder may be subject to a U.S.


                                                                              15

<PAGE>



withholding  tax at a rate of 31% (or at a lower  rate  under a tax  treaty)  on
amounts treated as income from U.S. sources under the Code.

Special Tax Considerations for Tax Exempt

         With  respect to Tax Exempt,  to the extent  that the Fund  distributes
exempt interest dividends to a shareholder, interest on indebtedness incurred or
continued  by such  shareholder  to purchase or carry  shares of the Fund is not
deductible.  Furthermore,  entities or persons who are  "substantial  users" (or
related  persons) of facilities  financed by "private  activity"  bonds (some of
which were  formerly  referred  to as  "industrial  development"  bonds)  should
consult their tax advisers before  purchasing  shares of the Fund.  "Substantial
user" is defined generally as including a "non-exempt person" who regularly uses
in its trade or  business a part of a facility  financed  from the  proceeds  of
industrial development bonds.

         The  percentage of the total  dividends  paid by a Fund with respect to
any taxable year that  qualifies as exempt  interest  dividends will be the same
for all shareholders of the Fund receiving  dividends with respect to such year.
If a shareholder  receives an exempt interest dividend with respect to any share
and such  share  has been held for six  months or less,  any loss on the sale or
exchange of such share will be disallowed  to the extent of the exempt  interest
dividend amount.


                                 NET ASSET VALUE

         The following information supplements that set forth in each Prospectus
under the  subheading  "How to Buy Shares - How the Funds Value Their Shares" in
the Section entitled "Purchase and Redemption of Shares".

         The public  offering  price of shares of a Fund is its net asset value.
On each Fund business day on which a purchase or redemption order is received by
a Fund and  trading in the types of  securities  in which a Fund  invests  might
materially  affect the value of Fund  shares,  the per share net asset  value of
each such Fund is  computed  in  accordance  with the  Declaration  of Trust and
By-Laws  governing each Fund twice daily,  at 12 noon Eastern time and as of the
next close of regular  trading on the New York Stock  Exchange (the  "Exchange")
(currently  4:00 p.m.  Eastern  time) by dividing  the value of the Fund's total
assets,  less  its  liabilities,   by  the  total  number  of  its  shares  then
outstanding.  A Fund business day is any weekday, exclusive of national holidays
on which the  Exchange is closed and Good  Friday.  Each Fund's  securities  are
valued at  amortized  cost.  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. If
accurate  quotations are not available,  securities will be valued at fair value
determined in good faith by the Board of Trustees.

                                PURCHASE OF SHARES

         The following information supplements that set forth in each Prospectus
under the heading "Purchase and Redemption of Shares - How To Buy Shares."

General

         Shares of each Fund will be  offered on a  continuous  basis at a price
equal to their net asset value  without any  front-end  or  contingent  deferred
sales charges or with a contingent  deferred sales charge (the  "deferred  sales
charge  alternative")  as described  below.  Class Y shares which,  as described
below, are not offered to the general public,  are offered without any front-end
or  contingent  sales  charges.  Shares of each Fund are offered on a continuous
basis  through  (i)  investment   dealers  that  are  members  of  the  National
Association of Securities  Dealers,  Inc. and have entered into selected  dealer
agreements  with  the   Distributor   ("selected   dealers"),   (ii)  depository
institutions and other financial  intermediaries or their affiliates,  that have
entered into selected agent agreements with the Distributor ("selected agents"),
or (iii) the Distributor.  The minimum for initial investments is $1,000;  there
is no minimum for subsequent investments. The subscriber may use the Share



                                                                              16

<PAGE>



Purchase  Application  available  from the  Distributor  for his or her  initial
investment. Sales personnel of selected dealers and agents distributing a Fund's
shares may receive differing compensation for selling Class A or Class B shares.

         Investors  may purchase  shares of a Fund in the United  States  either
through selected  dealers or agents or directly through the Distributor.  A Fund
reserves  the right to suspend  the sale of its shares to the public in response
to conditions in the securities markets or for other reasons.

         Each  Fund  will  accept  unconditional  orders  for its  shares  to be
executed  at the  public  offering  price  equal  to the net  asset  value  next
determined,  as described below. Orders received by the Distributor prior to the
close of regular  trading on the  Exchange on each day the  Exchange is open for
trading  are priced at the net asset  value  computed as of the close of regular
trading  on the  Exchange  on that day.  In the case of orders for  purchase  of
shares placed through selected dealers or agents, the applicable public offering
price will be the net asset  value as so  determined,  but only if the  selected
dealer or agent receives the order prior to the close of regular  trading on the
Exchange and transmits it to the Distributor prior to its close of business that
same day (normally  5:00 p.m.  Eastern  time).  The selected  dealer or agent is
responsible for transmitting  such orders by 5:00 p.m. If the selected dealer or
agent fails to do so, the  investor's  right to that day's closing price must be
settled  between the investor and the selected  dealer or agent. If the selected
dealer or agent  receives  the order  after the close of regular  trading on the
Exchange,  the price will be based on the net asset value  determined  as of the
close of regular trading on the Exchange on the next day it is open for trading.

         Following the initial  purchase of shares of a Fund, a shareholder  may
place orders to purchase  additional  shares by telephone if the shareholder has
completed the appropriate portion of the Share Purchase Application. Payment for
shares purchased by telephone can be made only by Electronic Funds Transfer from
a bank account  maintained by the  shareholder at a bank that is a member of the
National  Automated  Clearing  House  Association  ("ACH").  If a  shareholder's
telephone  purchase request is received before 3:00 p.m. New York time on a Fund
business day, the order to purchase shares is automatically placed the same Fund
business day for  non-money  market  funds,  and two days  following the day the
order is received for money market funds,  and the  applicable  public  offering
price will be the public  offering price  determined as of the close of business
on such business day. Full and fractional  shares are credited to a subscriber's
account  in the  amount  of his or her  subscription.  As a  convenience  to the
subscriber,  and to avoid  unnecessary  expense  to a Fund,  stock  certificates
representing  Class Y shares are not issued  except upon written  request to the
Fund by the shareholder or his or her authorized  selected dealer or agent. This
facilitates later redemption and relieves the shareholder of the  responsibility
for and inconvenience of lost or stolen certificates. No certificates are issued
for fractional shares,  although such shares remain in the shareholder's account
on the records of a Fund, or for Class A or B shares of any Fund.

Alternative Purchase Arrangements

         Except as noted, each Fund issues three classes of shares:  (i) Class A
shares,  which are sold to investors  choosing the no front-end  sales charge or
contingent  deferred sales charge  alternative;  (ii) Class B shares,  which are
sold to investors  choosing the deferred sales charge  alternative and which are
not  currently  offered by Tax Exempt and  Treasury;  and (iii)  Class Y shares,
which are offered only to (a) persons who at or prior to December 30, 1994 owned
shares in a mutual fund  advised by  Evergreen  Asset,  (b)  certain  investment
advisory  clients of the Advisers and their  affiliates,  and (c)  institutional
investors.  The three  classes of shares each  represent an interest in the same
portfolio of investments of the Fund,  have the same rights and are identical in
all  respects,  except that (I) only Class A and Class B shares are subject to a
Rule  12b-1  distribution  fee,  (II)  Class B shares  bear the  expense  of the
deferred  sales  charge,  (III) Class B shares bear the expense of a higher Rule
12b-1  distribution  services fee than Class A shares and higher transfer agency
costs,  (IV) with the  exception of Class Y shares,  each Class of each Fund has
exclusive  voting  rights  with  respect  to  provisions  of the Rule 12b-1 Plan
pursuant  to which its  distribution  services  fee is paid  which  relates to a
specific  Class and other matters for which separate Class voting is appropriate
under applicable law,  provided that, if the Fund submits to a simultaneous vote
of Class A and Class B  shareholders  an  amendment  to the Rule 12b-1 Plan that
would  materially  increase the amount to be paid thereunder with respect to the
Class A shares,  the Class A shareholders and the Class B shareholders will vote
separately by Class, and (VI) only the

                                                                              17

<PAGE>



Class B shares are subject to a  conversion  feature.  Each Class has  different
exchange privileges and certain different shareholder service options available.

         The alternative purchase  arrangements permit an investor to choose the
method of purchasing  shares that is most  beneficial.  The decision as to which
Class of shares of Money Market is more beneficial  depends primarily on whether
or not the  investor  wishes  to  exchange  all or part  of any  Class B  shares
purchased  for Class B shares of another  Evergreen  mutual  fund at some future
date. If the investor does not contemplate  such an exchange,  it is probably in
such  investor's  best interest to purchase  Class A shares.  Class A shares are
subject  to  a  lower   distribution   services   fee  and,   accordingly,   pay
correspondingly higher dividends per share than Class B shares.

         With respect to each Fund, the Trustees have  determined that currently
no conflict of interest exists between or among the Class A, Class B and Class Y
shares.  On an ongoing basis,  the Trustees,  pursuant to their fiduciary duties
under the 1940 Act and state  laws,  will seek to ensure  that no such  conflict
arises.

Deferred Sales Charge Alternative--Class B Shares

         Investors choosing the deferred sales charge alternative purchase Class
B shares at the public  offering price equal to the net asset value per share of
the Class B shares on the date of  purchase  without the  imposition  of a sales
charge at the time of purchase.  The Class B shares are sold without a front-end
sales  charge so that the full  amount of the  investor's  purchase  payment  is
invested in the Fund initially.

         Proceeds  from the  contingent  deferred  sales  charge are paid to the
Distributor  and are used by the  Distributor  to  defray  the  expenses  of the
Distributor  related to providing  distribution-related  services to the Fund in
connection  with  the  sale  of the  Class B  shares,  such  as the  payment  of
compensation  to selected  dealers and agents for  selling  Class B shares.  The
combination  of the  contingent  deferred  sales  charge  and  the  distribution
services fee enables the Fund to sell the Class B shares  without a sales charge
being  deducted at the time of purchase.  The higher  distribution  services fee
incurred by Class B shares will cause such shares to have a higher expense ratio
and to pay lower dividends than those related to Class A shares.

         Contingent  Deferred  Sales  Charge.  Class B shares which are redeemed
within seven years of purchase  will be subject to a contingent  deferred  sales
charge at the rates set forth in the  Prospectus  charged as a percentage of the
dollar amount subject thereto. The charge will be assessed on an amount equal to
the lesser of the cost of the shares being  redeemed or their net asset value at
the  time of  redemption.  Accordingly,  no  sales  charge  will be  imposed  on
increases in net asset value above the initial  purchase price. In addition,  no
contingent  deferred  sales  charge  will be  assessed  on shares  derived  from
reinvestment  of dividends  or capital  gains  distributions.  The amount of the
contingent  deferred sales charge,  if any, will vary depending on the number of
years from the time of payment for the purchase of Class B shares until the time
of redemption of such shares.

         In  determining  the contingent  deferred sales charge  applicable to a
redemption,  it will be  assumed,  that the  redemption  is first of any Class A
shares in the shareholder's Fund account, second of Class B shares held for over
eight years or Class B shares acquired  pursuant to reinvestment of dividends or
distributions  and third of Class B shares held  longest  during the  eight-year
period.

         To illustrate,  assume that an investor  purchased 1,000 Class B shares
at $1 per share (at a cost of $1,000)  and,  during such time,  the investor has
acquired 100 additional  Class B shares upon dividend  reinvestment.  If at such
time the investor makes his or her first  redemption of 500 Class B shares,  100
Class B shares will not be subject to charge  because of dividend  reinvestment.
Therefore,  of the $500 of the shares  redeemed $400 of the redemption  proceeds
(400 shares x $1 original purchase price) will be charged at a rate of 4.0% (the
applicable  rate in the second year after  purchase  for a  contingent  deferred
sales charge of $16).

         The contingent deferred sales charge is waived on redemptions of shares
(i) following the death or disability, as defined in the Code, of a shareholder,
or  (ii) to the  extent  that  the  redemption  represents  a  minimum  required
distribution from an individual retirement account or other retirement plan to a
shareholder who has attained the age of 70-1/2.

                                                                              18

<PAGE>




         Conversion  Feature.  At the end of the period ending seven years after
the end of the  calendar  month in which the  shareholder's  purchase  order was
accepted,  Class B shares will automatically  convert to Class A shares and will
no longer be subject to a higher  distribution  services  fee imposed on Class B
shares. Such conversion will be on the basis of the relative net asset values of
the two classes,  without the imposition of any sales load, fee or other charge.
The purpose of the conversion feature is to reduce the distribution services fee
paid by holders of Class B shares that have been outstanding long enough for the
Distributor to have been  compensated for the expenses  associated with the sale
of such shares.

         For purposes of conversion to Class A, Class B shares purchased through
the  reinvestment  of  dividends  and  distributions  paid in respect of Class B
shares in a  shareholder's  account will be  considered to be held in a separate
sub-account.  Each time any Class B shares in the  shareholder's  account (other
than those in the sub-account)  convert to Class A, an equal pro-rata portion of
the Class B shares in the sub-account will also convert to Class A.

         The  conversion  of Class B shares to Class A shares is  subject to the
continuing  availability  of an opinion  of  counsel to the effect  that (i) the
assessment  of the higher  distribution  services fee and transfer  agency costs
with respect to Class B shares does not result in the dividends or distributions
payable  with  respect  to  other  Classes  of  a  Fund's  shares  being  deemed
"preferential  dividends"  under the Code,  and (ii) the  conversion  of Class B
shares to Class A shares  does not  constitute  a taxable  event  under  Federal
income  tax law.  The  conversion  of Class B  shares  to Class A shares  may be
suspended if such an opinion is no longer  available at the time such conversion
is to occur.  In that  event,  no further  conversions  of Class B shares  would
occur,  and shares  might  continue  to be  subject  to the higher  distribution
services fee for an indefinite  period which may extend beyond the period ending
eight  years  after the end of the  calendar  month in which  the  shareholder's
purchase order was accepted.

Class Y Shares

         Class Y shares are not offered to the general  public and are available
only to (i)  persons  who at or prior to  December  30,  1994 owned  shares in a
mutual fund advised by Evergreen Asset, (ii) certain investment advisory clients
of the Advisers and their affiliates, and (iii) institutional investors. Class Y
shares do not bear any Rule 12b-1  distribution  expenses and are not subject to
any front-end or contingent deferred sales charges.

                    GENERAL INFORMATION ABOUT THE FUNDS
(See also "Other Information - General Information" in each Fund's Prospectus)


Capitalization and Organization

         Evergreen  Money Market Fund is a  Massachusetts  business  trust.  The
Evergreen  Tax Exempt  Money Market Fund is a separate  series of the  Evergreen
Municipal Trust, a Massachusetts  business trust.  The Evergreen  Treasury Money
Market Fund,  which prior to July 7, 1995 was known as the First Union  Treasury
Money Market  Portfolio,  is a separate series of Evergreen  Investment Trust, a
Massachusetts  business  trust.  On July 7, 1995,  First Union Funds changed its
name to  Evergreen  Investment  Trust.  On December  14,  1992,  The Salem Funds
changed its name to First Union Funds.  The above-named  Trusts are individually
referred  to in this  Statement  of  Additional  Information  as the "Trust" and
collectively  as the  "Trusts."  Each Trust is governed by a board of  trustees.
Unless otherwise stated,  references to the "Board of Trustees" or "Trustees" in
this  Statement  of  Additional  Information  refer to the  Trustees  of all the
Trusts.

         Money Market and Tax Exempt may issue an unlimited  number of shares of
beneficial  interest  with a $0.0001 par value.  Treasury may issue an unlimited
number of shares of beneficial  interest  without par value. All shares of these
Funds have equal rights and  privileges.  Each share is entitled to one vote, to
participate equally in dividends and distributions  declared by the Funds and on
liquidation  to  their   proportionate  share  of  the  assets  remaining  after
satisfaction of outstanding  liabilities.  Shares of these Funds are fully paid,
nonassessable and fully transferable when issued and have no pre-emptive,

                                                                              19

<PAGE>



conversion or exchange rights.  Fractional shares have  proportionally  the same
rights, including voting rights, as are provided for a full share.

         Under each Trust's  Declaration of Trust, each Trustee will continue in
office  until  the  termination  of  the  Fund  or his  or  her  earlier  death,
incapacity,  resignation  or removal.  Shareholders  can remove a Trustee upon a
vote of  two-thirds  of the  outstanding  shares of  beneficial  interest of the
Trust. Vacancies will be filled by a majority of the remaining Trustees, subject
to the 1940  Act.  As a  result,  normally  no annual  or  regular  meetings  of
shareholders will be held, unless otherwise required by the Declaration of Trust
of each Trust or the 1940 Act.

         Shares have noncumulative  voting rights,  which means that the holders
of more than 50% of the shares  voting for the  election of  Trustees  can elect
100% of the  Trustees  if they  choose to do so and in such event the holders of
the remaining shares so voting will not be able to elect any Trustees.

         The Trustees of each Trust are  authorized to reclassify  and issue any
unissued shares to any number of additional series without shareholder approval.
Accordingly,  in the future,  for reasons such as the desire to establish one or
more  additional  portfolios of a Trust with  different  investment  objectives,
policies or restrictions,  additional  series of shares may be created by one or
more Funds.  Any issuance of shares of another series or class would be governed
by the 1940 Act and the law of the State of Massachusetts.  If shares of another
series of a Trust were issued in  connection  with the  creation  of  additional
investment portfolios,  each share of the newly created portfolio would normally
be entitled to one vote for all purposes.  Generally,  shares of all  portfolios
would vote as a single series on matters, such as the election of Trustees, that
affected  all  portfolios  in  substantially  the  same  manner.  As to  matters
affecting  each  portfolio  differently,  such  as  approval  of the  Investment
Advisory  Agreement and changes in investment  policy,  shares of each portfolio
would vote separately.

         In addition any Fund may, in the future,  create additional  classes of
shares which represent an interest in the same investment portfolio.  Except for
the  different  distribution  related  an  other  specific  costs  borne by such
additional  classes,  they will have the same voting and other rights  described
for the existing classes of each Fund.

         Procedures for calling a  shareholders'  meeting for the removal of the
Trustees of each Trust,  similar to those set forth in Section 16(c) of the 1940
Act will be available to shareholders of each Fund. The rights of the holders of
shares  of a  series  of a Fund  may not be  modified  except  by the  vote of a
majority of the outstanding shares of such series.

         An order has been received from the Securities and Exchange  Commission
permitting  the  issuance  and sale of multiple  classes of shares  representing
interests in each Fund. In the event a Fund were to issue additional  classes of
shares other than those described  herein, no further relief from the Securities
and Exchange Commission would be required.

Distributor

         Evergreen Funds Distributor, Inc. (the "Distributor"), 230 Park Avenue,
New York, New York 10169,  serves as each Fund's principal  underwriter,  and as
such may  solicit  orders from the public to  purchase  shares of any Fund.  The
Distributor  is not  obligated  to sell any  specific  amount of shares and will
purchase  shares for resale only against orders for shares.  Under the Agreement
between  the Fund and the  Distributor,  the Fund has  agreed to  indemnify  the
Distributor,  in the  absence  of its  willful  misfeasance,  bad  faith,  gross
negligence or reckless disregard of its obligations thereunder,  against certain
civil  liabilities,  including  liabilities under the Securities Act of 1933, as
amended.

Counsel

         Sullivan & Worcester, Washington, D.C., serves as counsel to the Funds.

Independent Auditors

         Price  Waterhouse LLP has been selected to be the independent  auditors
of Money Market and Tax Exempt.

         KPMG Peat Marwick LLP has been selected to be the independent  auditors
of Treasury.

                                                                              20

<PAGE>




                          PERFORMANCE INFORMATION

YIELD CALCULATIONS

         Money  Market,  Tax Exempt and Treasury may quote a "Current  Yield" or
"Effective  Yield" from time to time.  The Current Yield is an annualized  yield
based on the actual total return for a seven-day period.  The Effective Yield is
an annualized  yield based on a compounding of the Current  Yield.  These yields
are each computed by first  determining  the "Net Change in Account Value" for a
hypothetical  account  having a share balance of one share at the beginning of a
seven-day period ("Beginning Account Value"), excluding capital changes. The Net
Change in Account Value will generally equal the total  dividends  declared with
respect to the account.

         The yields are then computed as follows:

                           Net Change in Account Value
                 Current Yield = Beginning Account Value x 365/7

                 Effective Yield = (1 + Total Dividend for 7 days) 365/7-1

Yield  fluctuations may reflect changes in a Fund's net investment  income,  and
portfolio  changes resulting from net purchases or net redemptions of the Fund's
shares may affect the yield.  Accordingly,  a Fund's  yield may vary from day to
day,  and the yield  stated  for a  particular  past  period is not  necessarily
representative  of its  future  yield.  Since the Funds use the  amortized  cost
method of net asset  value  computation,  it does not  anticipate  any change in
yield resulting from any unrealized  gains or losses or unrealized  appreciation
or depreciation not reflected in the yield  computation,  or change in net asset
value during the period used for  computing  yield.  If any of these  conditions
should  occur,  yield  quotations  would be  suspended.  A  Fund's  yield is not
guaranteed, and the principal is not insured.

         Yield  information  is useful in  reviewing a Fund's  performance,  but
because yields fluctuate, such information cannot necessarily be used to compare
an  investment  in a Fund's  shares with bank  deposits,  savings  accounts  and
similar  investment  alternatives  which often  provide an agreed or  guaranteed
fixed yield for a stated period of time. Shareholders should remember that yield
is a  function  of the  kind  and  quality  of  the  instruments  in the  Funds'
investment  portfolios,   portfolio  maturity,  operating  expenses  and  market
conditions.

         It should be recognized that in periods of declining interest rates the
yields will tend to be somewhat  higher than  prevailing  market  rates,  and in
periods of rising  interest  rates the yields  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  instruments
producing  lower  yields  than the  balance of the Fund's  investments,  thereby
reducing the current yield of the Fund. In periods of rising interest rates, the
opposite can be expected to occur.

         The current  yield and  effective  yield of each Fund for the seven-day
period ended  October 31, 1994  (December 31, 1994 with respect to Treasury) for
each Class of shares offered by the Funds is set forth in the table below:

                             Current            Effective
                              Yield               Yield

Money Market
  Class A                      *                   *
  Class B                      *                   *
  Class Y                     4.21%              4.30%

Tax Exempt
  Class A                      *                   *
  Class Y                     2.87%              2.91%

Treasury
  Class A                     4.97%              5.09%
  Class Y                     5.27%              5.41%

* Not available. These classes commenced operations on or after January 3, 1995.

                                                                              21

<PAGE>




GENERAL

From time to time, a Fund may quote its  performance  in  advertising  and other
types of  literature  as compared to the  performance  of the Bank Rate  Monitor
National  Index which  publishes  weekly  average  rates of 50 leading  bank and
thrift institution money market deposit accounts.  A Fund's performance may also
be compared to those of other  mutual  funds  having  similar  objectives.  This
comparative  performance  would be  expressed  as a ranking  prepared  by Lipper
Analytical Services,  Inc.,  Donoghue's Money Fund Report or similar independent
services  monitoring  mutual  fund  performance.  A Fund's  performance  will be
calculated by assuming,  to the extent  applicable,  reinvestment of all capital
gains  distributions  and income  dividends  paid. Any such  comparisons  may be
useful to investors who wish to compare a Fund's past  performance  with that of
its competitors.  Of course,  past  performance  cannot be a guarantee of future
results.

Additional Information

         Any shareholder  inquiries may be directed to the shareholder's  broker
or to each Adviser at the address or  telephone  number shown on the front cover
of this  Statement of  Additional  Information.  This  Statement  of  Additional
Information  does not contain all the information set forth in the  Registration
Statement filed by the Trusts with the Securities and Exchange  Commission under
the Securities Act of 1933. Copies of the Registration Statement may be obtained
at a reasonable  charge from the  Securities  and Exchange  Commission or may be
examined,  without  charge,  at the  offices  of  the  Securities  and  Exchange
Commission in Washington, D.C.

                             FINANCIAL STATEMENTS

         Each Fund's financial statements appearing in their most current fiscal
year Annual Report to  shareholders  and the report  thereon of the  independent
auditors  appearing  therein,  namely Price Waterhouse LLP (in the case of Money
Market and Tax Exempt) or KPMG Peat  Marwick LLP (in the case of  Treasury)  are
incorporated  by reference  in this  Statement of  Additional  Information.  The
Annual  Reports to  Shareholders  for each Fund,  which  contain the  referenced
statements, are available upon request and without charge.


                                                                              22

<PAGE>




                  APPENDIX A - NOTE, BOND AND COMMERCIAL PAPER RATINGS

NOTE RATINGS

         Moody's Investors  Service,  Inc.: MIG-1 -- the best quality.  MIG-2 --
high  quality,  with margins of  protection  ample though not so large as in the
preceding  group.  MIG-3  --  favorable  quality,  with  all  security  elements
accounted  for, but lacking the  undeniable  strength of the  preceding  grades.
Market  access  for  refinancing,  in  particular,  is  likely  to be less  well
established.

     Standard  & Poor's  Ratings  Group,  Inc.:  SP-1 -- Very  strong  or strong
capacity to pay  principal and interest.  SP-2 --  Satisfactory  capacity to pay
principal and interest.


BOND RATINGS

         Moody's Investors Service: Aaa -- judged to be the best quality,  carry
the smallest  degree of  investment  risk; Aa -- judged to be of high quality by
all standards;  A -- possess many favorable investment  attributes and are to be
considered as higher medium grade obligations; Baa -- considered as medium grade
obligations  which are neither  highly  protected  nor poorly  secured.  Moody's
Investors  Service  also  applies  numerical  indicators,  1, 2 and 3, to rating
categories Aa through Baa. The modifier 1 indicates  that the security is in the
higher end of its rating category; the modifier 2 indicates a mid-range ranking;
and 3 indicates a ranking toward the lower end of the category.

         Standard & Poor's  Ratings  Group:  AAA -- highest  grade  obligations,
possesses the ultimate degree of protection as to principal and interest;  AA --
also qualify as high grade obligations,  and in the majority of instances differ
from AAA issues only in small degree; A -- regarded as upper medium grade,  have
considerable  investment strength but are not entirely free from adverse effects
of changes in economic and trade conditions, interest and principal are regarded
as safe; BBB -- regarded as having  adequate  capacity to pay interest and repay
principal but are more susceptible than higher rated  obligations to the adverse
effects of changes in economic and trade  conditions.  Standard & Poor's Ratings
Group  applies  indicators  "+",  no  character,  and  "-" to the  above  rating
categories  AA through BBB. The  indicators  show relative  standing  within the
major rating categories.

         Duff & Phelps:  AAA - highest  credit  quality,  with  negligible  risk
factors;  AA -- high credit quality,  with strong protection  factors and modest
risk,  which  may vary  very  slightly  from time to time  because  of  economic
conditions;  A -- average credit quality with adequate protection  factors,  but
with greater and more variable risk factors in periods of economic  stress.  The
indicators "+" and "-" to the AA and A categories indicate the relative position
of a credit within those rating categories.

         Fitch:  AAA -- highest credit  quality,  with an  exceptionally  strong
ability to pay interest  and repay  principal;  AA -- very high credit  quality,
with a very strong ability to pay interest and repay principal; A -- high credit
quality, considered strong as regards principal and interest protection, but may
be more  vulnerable  to  adverse  changes  in  economic  conditions;  and BBB --
satisfactory  credit  quality with adequate  ability with regard to interest and
principal,  and likely to be affected by adverse changes in economic  conditions
and  circumstances.  The  indicators "+" and "-" to the AA, A and BBB categories
indicate the relative position of a credit within those rating categories.

COMMERCIAL PAPER RATINGS

         Moody's Investors Service, Inc.: Commercial paper rated "Prime" carries
the smallest  degree of  investment  risk.  The modifiers 1, 2 and 3 are used to
denote relative strength within this highest classification.

         Standard & Poor's Ratings Group:  "A" is the highest  commercial  paper
rating  category  utilized  by  Standard & Poor's  Ratings  Group which uses the
numbers  1+,  1,  2  and  3  to  denote   relative   strength   within  its  "A"
classification.

         Duff & Phelps:  Duff 1 is the highest  commercial paper rating category
utilized by Duff & Phelps which uses + or - to denote  relative  strength within
this  classification.  Duff 2 represents good certainty of timely payment,  with


                                                                              23

<PAGE>


minimal risk factors.  Duff 3 represents  satisfactory  protection factors, with
risk factors larger and subject to more variation.

         Fitch:  F-1+ -- denotes  exceptionally  strong credit  quality given to
issues regarded as having strongest degree of assurance for timely payment;  F-1
- -- very strong credit  quality,  with only slightly less degree of assurance for
timely  payment than F-1+; F-2 -- good credit  quality,  carrying a satisfactory
degree of assurance for timely payment.



******************************************************************************

                        THE EVERGREEN MONEY MARKET TRUST

PART C.    OTHER INFORMATION

Item 24. Financial Statements and Exhibits

a.       Financial Statements

         Included in Part A of this Registration Statement:

         Financial  Highlights  for the fiscal  period  from  November  11, 1987
         (commencement  of operations)  through October 31, 1988, for the fiscal
         years  ended  October  31,  1989  through  October 31, 1993 and for the
         fiscal  period ended August 31, 1994 and the six months ended  February
         28, 1995.

         Included in Part B of this Registration Statement:*

         Statement of  Investments as of August 31, 1994 and February 28, 1995

         Statement of Assets and  Liabilities as of August 31, 1994 and February
         28, 1995

         Statement  of  Operations  for the period  ended  August  31,  1994 and
         February 28, 1995

         Statements  of Changes in Net Assets for the fiscal years ended October
         31, 1993 and August 31, 1994 and the six months ended February 28, 1995

         Financial   Highlights   Notes  to  Financial   Statements   Report  of
         Independent Auditors

         Statements,  schedules  and  historical  information  other  than those
         listed above have been omitted since they are either not  applicable or
         are not required or the required  information is shown in the financial
         statements or notes thereto.

b.       Exhibits

           Number   Description

           1(A)     Amended and Restated Declaration of Trust**
           1(B)     Form of Instrument providing for the Establishment 
                        and Designation of Classes**
           2        By-Laws**
           3        None
           4        Instruments Defining Rights of Shareholders**
           5(A)     Investment Advisory Agreement**
           5(B)     Investment Subadvisory Agreement**
           6        Distribution Agreement
           7        None
           8        Custodian Agreement**
           9        None
           10       Opinion of Messrs. Shereff, Friedman, Hoffman & Goodman**
           11       Consent of Price Waterhouse, independent accountants
           12       None
           13       None
           14       None
           15       Rule 12b-1 Distribution Plans**
           16       None
           17       None


- --------------------------
         * Incorporated  by reference to the Annual Report to  Shareholders  for
         the fiscal  period  ended  August 31,  1994 and  Semi-Annual  Report to
         Shareholders  for the period  ended  February  28,  1995 which has been
         previously  filed with the  Commission  and by  reference to the Annual
         Report of Registrant on form NSAR for the aforementioned period.

         ** Incorporated by reference to Registrant's  previous  filings on Form
         N-1A.


<PAGE>


Item 25. Persons Controlled by or Under Common Control with Registrant

         None

Item 26. Number of Holders of Securities (as of June 15, 1995)

         (1)                                                         (2)
                                                              Number of Record 
         Title of Class                                         Shareholders

Class Y Shares of Beneficial Interest ($0.0001 par value)        15,303

Class A Shares of Beneficial Interest ($0.0001 par value)           181

Class B Shares of Beneficial Interest ($0.0001 par value)             7

Item 27. Indemnification

         Article  XI  of  the   Registrant's   By-laws  contains  the  following
provisions regarding indemnification of Trustees and officers:

         SECTION  11.1  Actions  Against  Trustee or  Officer.  The Trust  shall
indemnify any  individual  who is a present or former  Trustee or officer of the
Trust and who, by reason of his position as such,  was, is, or is  threatened to
be  made a  party  to any  threatened,  pending  or  completed  action,  suit or
proceeding, whether civil, criminal, administrative or investigative (other than
any action or suit by or in the right of the Trust) against expenses,  including
attorneys' fees, judgments, fines, and amounts paid in settlement,  actually and
reasonably  incurred  by him in  connection  with the claim,  action,  suit,  or
proceeding,  if he acted in good faith and in a manner he reasonably believed to
be in or not opposed to the best  interests of the Trust,  and,  with respect to
any  criminal  action or  proceeding,  had no  reasonable  cause to believe  his
conduct was  unlawful.  The  termination  of any action,  suit or  proceeding by
judgment, order, settlement,  conviction, or upon the plea of nolo contendere or
its equivalent,  shall not, of itself,  create a presumption that the person did
not act in good faith and in a manner which he  reasonably  believed to be in or
not  opposed  to the best  interests  of the  Trust,  and,  with  respect to any
criminal action or proceeding,  had reasonable cause to believe that his conduct
was unlawful.

         SECTION 11.2 Derivative Actions Against Trustees or Officers. The Trust
shall  indemnify any individual who is a present or former Trustee or officer of
the Trust and who, by reason of his position as such,  was, is, or is threatened
to be made a party to any threatened,  pending or completed action or suit by or
on  behalf of the Trust to obtain a  judgment  or decree in its  favor,  against
expenses,  including attorneys' fees, actually and reasonably incurred by him in
connection  with the defense or settlement of the action or suit, if he acted in
good faith and in a manner he reasonably believed to be in or not opposed to the
best  interests of the Trust,  except that no  indemnification  shall be made in
respect  of any  claim,  issue or  matter as to which  the  individual  has been
adjudged to be liable for  negligence or misconduct  in the  performance  of his
duty to the Trust,  except to the  extent  that the court in which the action or
suit was brought  determines upon application that,  despite the adjudication of
liability but in view of all circumstances of the case, the person is fairly and
reasonably  entitled to indemnity for those  expenses which the court shall deem
proper,  provided such Trustee or officer is not adjudged to be liable by reason
of his willful misfeasance, bad faith, gross negligence or reckless disregard of
the duties involved in the conduct of his office.

         SECTION  11.3  Expenses  of  Successful  Defense.  To the extent that a
Trustee or officer of the Trust has been  successful  on the merits or otherwise
in defense of any action, suit or proceeding referred to in Section 11.1 or 11.2
or in defense of any claim,  issue, or matter  therein,  he shall be indemnified
against expenses, including attorneys' fees, actually and reasonably incurred by
him in connection therewith.

         SECTION 11.4 Required Standard of Conduct.

         (a) Unless a court orders otherwise,  any indemnification under Section
11.1 or 11.2 may be made by the Trust only as  authorized  in the specific  case
after a determination  that  indemnification of the Trustee or officer is proper
in the circumstances  because he has met the applicable  standard of conduct set
forth in  Section  11.1 or 11.2.  The  determination  shall be made by:  (i) the
Trustees,  by a majority  vote of a quorum  consisting  of Trustees who were not
parties to the action,  suit or  proceeding;  or if the  required  quorum is not
obtainable,  or if a  quorum  of  disinterested  Trustees  so  directs,  (ii) an
independent legal counsel in a written opinion.

         (b) Nothing  contained in this Article XI shall be construed to protect
any Trustee or officer of the Trust  against any  liability  to the Trust or its
Shareholders  to which he would  otherwise  be  subject  by  reason  of  willful
misfeasance,  bad faith,  gross negligence,  or reckless disregard of the duties
involved in the conduct of his office (any such conduct being hereinafter called
"Disabling Conduct").  No indemnification shall be made pursuant to this Article
XI unless:

                  (i) There is a final determination on the merits by a court or
other body before  whom the  action,  suit or  proceeding  was brought  that the
individual to be indemnified was not liable by reason of Disabling Conduct; or

                  (ii) In the absence of such a judicial determination, there is
a  reasonable  determination,  based  upon a  review  of the  facts,  that  such
individual was not liable by reason of Disabling  Conduct,  which  determination
shall be made by:

                    (A) A  majority  of a quorum  of  Trustees  who are  neither
"interested  persons" of the Trust,  as defined in section 2(a) (19) of the 1940
Act, nor parties to the action, suit or proceeding; or

                    (B) An independent legal counsel in a written opinion.

         SECTION 11.5 Advance  Payments.  Notwithstanding  any provision of this
Article  XI, any  advance  payment of  expenses  by the Trust to any  Trustee or
officer of the Trust shall be made only upon the  undertaking by or on behalf of
such Trustee or officer to repay the advance unless it is ultimately  determined
that he is entitled to indemnification as above provided, and only if one of the
following conditions is met:

                  (a)  the Trustee or officer to be indemnified provides a 
                       security for his undertaking; or

                  (b)  The Trust is insured against losses arising by reason of 
                       any lawful advances; or

                  (c) There is a  determination,  based on a review  of  readily
available facts,  that there is reason to believe that the Trustee or officer to
be  indemnified   ultimately   will  be  entitled  to   indemnification,   which
determination shall be made by:

                    (i) A  majority  of a quorum  of  Trustees  who are  neither
"interested  persons" of the Trust,  as defined in Section 2(a) (19) of the 1940
Act, nor parties to the action, suit or proceeding; or

                    (ii)  An independent legal counsel in a written opinion.

         SECTION 11.6 Former Trustees and Officers. The indemnification provided
by this  Article XI shall  continue as to an  individual  who has ceased to be a
Trustee  or  officer  of the  Trust  and  inure  to  the  benefit  of the  legal
representatives  of such  individual  and shall not be deemed  exclusive  of any
other rights to which any Trustee,  officer,  employee or agent of the Trust may
be entitled  under any  agreement,  vote of Trustees  or  otherwise,  both as to
action in his  official  capacity  and as to action in  another  capacity  while
holding  office as such;  provided,  that no  Person  may  satisfy  any right of
indemnity granted herein or to which he may be otherwise entitled, except out of
the Trust Property,  and no Shareholder  shall be personally liable with respect
to any claim for indemnity.

         SECTION 11.7 Insurance.  The Trust may purchase and maintain  insurance
on behalf of any person who is or was a Trustee, officer,  employee, or agent of
the Trust, against any liability asserted against him and incurred by him in any
such capacity,  or arising out of his status as such.  However,  the Trust shall
not purchase insurance to indemnify any Trustee or officer against liability for
any  conduct in respect of which the 1940 Act  prohibits  the Trust  itself from
indemnifying him.

         SECTION  11.8  Other  Rights to  Indemnification.  The  indemnification
provided for herein  shall not be deemed  exclusive of any other rights to which
those seeking indemnification may be entitled under any By-Law,  agreement, vote
of Shareholders or disinterested Trustees or otherwise.

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to Trustees,  officers and  controlling  persons of
the Registrant pursuant to the foregoing provisions or otherwise, the Registrant
has been advised that in the opinion of the Securities  and Exchange  Commission
such  indemnification  is against  public policy as expressed in the Act and is,
therefore,  unenforceable. In the event that a claim for indemnification against
such liabilities  (other than the payment by the Registrant of expenses incurred
or paid by a  Trustee,  officer,  or  controlling  person of the  Registrant  in
connection  with the  successful  defense of any action,  suit or proceeding) is
asserted by such Trustee,  officer or controlling  person in connection with the
shares  being  registered,  the  Registrant  will,  unless in the opinion of its
counsel the matter has been settled by controlling precedent,  submit to a court
of appropriate  jurisdiction the question whether such  indemnification by it is
against  public policy as expressed in the Act and will be governed by the final
adjudication of such issue.

Item 28. Business or Other Connections of Investment Adviser

     (a) For a description of the other business of the investment adviser,  see
the section  entitled  "Management of the Funds-Investment  Adviser" in Part A.

     Evergreen Asset Management Corp., the Registrant's  investment adviser, and
Lieber  and  Company,  the  Registrant's  sub-adviser  also  act as such to the
Evergreen Trust,  The Evergreen Total Return Fund, The Evergreen  Limited Market
Fund, Inc.,  Evergreen Growth and Income Fund, The Evergreen Money Market Trust,
The  Evergreen  American   Retirement  Trust,  The  Evergreen  Municipal  Trust,
Evergreen  Real  Estate  Equity  Trust and  Evergreen  Fixed-Income  Trust,  all
registered  investment  companies.  Stephen A. Lieber,  Theodore J. Israel, Jr.,
Nola Maddox  Falcone,  George R. Gaspari and Joseph J. McBrien,  officers of the
Adviser and Lieber and Company,  were,  prior to June 30, 1994  officers  and/or
directors  or  trustees  of the  Registrant  and the  other  funds for which the
Adviser acts as investment adviser.  Evergreen Asset Management Corp. and Lieber
and Company are wholly-owned  subsidiaries of First Union National Bank Of North
Carolina.

     The Trustees and principal  executive officers of First Union National Bank
of  North  Carolina,   parent  of  the  Registrants's   investment  adviser  and
sub-adviser,  and the Directors of First Union National Bank of North  Carolina,
are set forth in the following tables:


               FIRST UNION NATIONAL BANK OF NORTH CAROLINA
                           BOARD OF DIRECTORS

       Ben Mayo Boddie                    Raymond A. Bryan, Jr.
       Chairman & CEO                     Chairman & CEO
        Boddie-Noell Enterprises, Inc.    T.A. Loving Company
       P.O. Box 1908                      P.O. Drawer 919
       Rocky Mount, NC 27802              Goldsboro, NC 27530

       John F.A.V. Cecil                  John W. Copeland
       President                          President
       Biltmore Dairy Farms, Inc.         Ruddick Corporation
       P.O. Box 5355                      2000 Two First Union Center
       Asheville, NC 28813                Charlotte, NC 28282

       John Crosland, Jr.                 J. William Disher
       Chairman of the Board              Chairman & President
       The Crosland Group, Inc.           Lance Incorporated
       135 Scaleybark Road                P.O. Box 32368
       Charlotte, NC  28209               Charlotte, NC 28232

       Frank H. Dunn                      Malcolm E. Everett, III 
       Chairman and CEO                   President 
       First Union National Bank          First Union National Bank 
         of North Carolina                 of North Carolina 
       One First Union Center             310 S. Tryon Street 
       Charlotte, NC 28288-0006           Charlotte, NC 28288-0156 

       James F. Goodmon                   Shelton Gorelick 
       President & Chief                  President 
         Executive Officer                SGIC, Inc. 
       Capitol Broadcasting               741 Kenilworth Ave., Suite 200 
         Company, Inc.                    Charlotte, NC 28204 
       2619 Western Blvd. 
       Raleigh, NC  27605 

       Charles L. Grace                   James E. S. Hynes 
       President                          Chairman 
       Cummins Atlantic, Inc.             Hynes Sales Company, Inc. 
       P.O. Box 240729                    P.O. Box 220948 
       Charlotte, NC  28224-0729          Charlotte, NC  28222 

       Daniel W. Mathis                   Earl N. Phillips, Jr. 
       Vice Chairman                      President 
       First Union National Bank          First Factors Corporation 
         of North Carolina                P.O. Box 2730 
       One First Union Center             High Point, NC  27261 
       Charlotte, NC  28288-0009 

       J. Gregory Poole, Jr.              John P. Rostan, III 
       Chairman & President               Senior Vice President 
       Gregory Poole Equipment Company    Waldensian Bakeries, Inc. 
       P.O. Box 469                       P.O. Box 220 
       Raleigh, NC  27602                 Valdese, NC  28690 

       Nelson Schwab, III                 Charles M. Shelton, Sr. 
       Chairman & CEO                     Chairman & CEO 
       Paramount Parks                     The Shelton Companies, Inc 
       8720 Red Oak Boulevard, Suite 315  3600 One First Union Center 
       Charlotte, NC  28217               Charlotte, NC  28202 

       George Shinn                       Harley F. Shuford, Jr. 
       Owner and Chairman                 President and CEO 
       Shinn Enterprises, Inc.            Shuford Industries 
       One Hive Drive                     P.O. Box 608 
       Charlotte, NC  28217               Hickory, NC  28603 

               FIRST UNION NATIONAL BANK OF NORTH CAROLINA
                           EXECUTIVE OFFICERS

            James Maynor, President, First Union Mortgage Corporation; Austin
            A. Adams, Executive Vice President; Howard L. Arthur, Senior Vice
            President; Robert T. Atwood, Executive Vice President and Chief
            Financial Officer; Marion A. Cowell, Jr., Executive Vice
            President, Secretary and General Counsel; Edward E. Crutchfield,
            Jr., Chairman, CEO, First Union Corporation; Frank H. Dunn, Jr.,
            Chairman and CEO; Malcolm E. Everett, III, President; John R.
            Georgius, President, First Union Corporation; James Hatch, Senior
            Vice President and Corporate Controller; Don R. Johnson,
            Executive Vice President; Mark Mahoney, Senior Vice President;
            Barbara K. Massa, Senior Vice President; Daniel W. Mathis, Vice
            Chairman; H. Burt Melton, Executive Vice President; Malcolm T.
            Murray, Jr., Executive Vice President; Alvin T. Sale, Executive
            Vice President; Louis A. Schmitt, Jr., Executive Vice President;
            Ken Stancliff, Senior Vice President and Corporate Treasurer; 
            Richard K. Wagoner, Executive Vice President and General Fund 
            Officer. 

            All of the Executive Officers are located at the following 
            address:  First Union National Bank of North Carolina, One First 
            Union Center, Charlotte, NC  28288. 


Item 29. Principal Underwriters

         Evergreen Funds Distributor, Inc.  The Director and principal
         executive officers are:

Director          Michael C. Petrycki

Officers          Robert A. Hering           President
                  Michael C. Petrycki        Vice President
                  Gordon Forrester           Vice President
                  Lawrence Wagner            VP, Chief Financial Officer
                  Steven D. Blecher          VP, Treasurer, Secretary
                  Elizabeth Q. Solazzo       Assistant Secretary
                  Thalia M. Cody             Assistant Secretary

         Evergreen Funds Distributor, Inc. acts as Distributor for the
         following registered investment companies or separate series thereof:


     Evergreen Trust 
          Evergreen Fund
          Evergreen Aggressive Growth Fund
     The Evergreen Real Estate Equity Trust:
          Evergreen Global Real Estate Equity Fund
          Evergreen U.S. Real Estate Equity Fund
     The Evergreen Limited Market Fund, Inc.
     Evergreen Growth and Income Fund
     The Evergreen Total Return Fund
     The Evergreen American Retirement Trust:
          The Evergreen American Retirement Fund
          Evergreen Small Cap Equity Income Fund
     The Evergreen Foundation Trust:
          Evergreen Foundation Fund
          Evergreen Tax Strategic Foundation Fund
     The Evergreen Municipal Trust:
          Evergreen Short-Intermediate Municipal Fund
          Evergreen Short-Intermediate Municipal Fund-CA
          Evergreen Florida High Income Municipal Bond Fund
          Evergreen Tax Exempt Money Market Fund
     The Evergreen Money Market Fund
     Evergreen Investment Trust
          Evergreen Emerging Markets Growth Fund                   
          Evergreen International Equity Fund                    
          Evergreen Balanced Fund                                
          Evergreen Value Fund                                   
          Evergreen Utility Fund                                 
          Evergreen Fixed Income Fund                            
          Evergreen Managed Bond Fund                            
          Evergreen U.S. Government Fund                         
          Evergreen Florida Municipal Bond Fund                  
          Evergreen Georgia Municipal Bond Fund                  
          Evergreen North Carolina Municipal Bond Fund           
          Evergreen South Carolina Municipal Bond Fund           
          Evergreen Virginia Municipal Bond Fund                 
          Evergreen High Grade Tax Free Fund                     
          Evergreen Treasury Money Market Fund                     


Item 30. Location of Accounts and Records

         Accounts,  books and  other  documents  required  to be  maintained  by
Section 31(a) of the  Investment  Company Act of 1940 and the Rules  promulgated
thereunder are maintained at the offices of the  Registrant's  Custodian,  State
Street Bank and Trust Company,  2 Heritage  Drive,  North Quincy,  Massachusetts
02171 or the offices of  Evergreen  Asset  Management  Corp.,  2500  Westchester
Avenue, Purchase, New York 10577.

Item 31. Management Services

                           Not Applicable.

Item 32. Undertakings

                           Not Applicable.

<PAGE>


____________________ 


                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, and
the Investment Company Act of 1940, as amended, the Registrant certifies that it
has  duly  caused  this  Post-Effective  Amendment  No.  10 to the  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in The City of New York, State of New York, on the 30th day of June,
1995.

                        Evergreen Money Market Fund


                        by   /s/John J. Pileggi
                           -----------------------------
                           John J. Pileggi, Vice President

     Pursuant to the  requirements  of the  Securities  Act of 1933, as amended,
this  Post-Effective  Amendment  No. 10 to the  Registration  Statement has been
signed  below  by the  following  persons  in the  capacities  and on the  dates
indicated.

Signatures                         Title                      Date
- -----------                        -----                      ----

/s/ John J. Pileggi
- -------------------------------     President and             June 30, 1995
John J. Pileggi                     Treasurer


/s/ Foster Bam
- -------------------------------     Trustee                   June 30, 1995
Foster Bam


/s/ Laurence B. Ashkin
- -------------------------------     Trustee                   June 30, 1995
Laurence B. Ashkin


/s/ James S. Howell
- -------------------------------     Trustee                   June 30, 1995
James S. Howell


/s/ Robert Jeffries
- -------------------------------     Trustee                   June 30, 1995
Robert Jeffries


/s/ Gerald M. McDonnell
- -------------------------------     Trustee                   June 30, 1995
Gerald M. McDonnell


/s/ Thomas L. McVerry
- -------------------------------     Trustee                   June 30, 1995
Thomas L. McVerry


/s/ William Walt Pettit
- -------------------------------     Trustee                   June 30, 1995
William Walt Pettit


/s/ Russell A. Salton, III, M.D
- -------------------------------     Trustee                   June 30, 1995
Russell A. Salton, III, M.D


/s/ Michael S. Scofield
- -------------------------------     Trustee                   June 30, 1995
Michael S. Scofield

<PAGE>


                                INDEX TO EXHIBITS


Exhibit
Number                   Description

11                       Consent of Independent
                         Accountants





CONSENT OF INDEPENDENT ACCOUNTANTS

     We hereby  consent to the use in the  Statement of  Additional  Information
constituting  part of this  Post-Effective  Amendment No. 10 to the registration
statement on Form N-1A (the  "Registration  Statement")  for the Evergreen Money
Market Trust of our report dated  October 17,  1994,  relating to the  financial
statements  and  financial  highlights  appearing  in the August 31, 1994 Annual
Report to  Shareholders  of the  Evergreen  Money Market  Trust,  which are also
incorporated by reference into the  Registration  Statement.  We also consent to
the  references  to  us  under  the  heading   "Financial   Highlights"  in  the
Prospectuses  and under  the  headings  "Independent  Auditors"  and  "Financial
Statements" in the Statement of Additional Information.


Price Waterhouse LLP
New York, New York
June 30, 1995





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