EVERGREEN MONEY MARKET TRUST
497, 1998-10-19
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PROSPECTUS                                                October 15, 1998
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EVERGREEN/SM/ MONEY MARKET FUNDS
 
                                     [LOGO OF EVERGREEN FUNDS/SM/ APPEARS HERE]
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EVERGREEN FLORIDA MUNICIPAL MONEY MARKET FUND
EVERGREEN NEW JERSEY MUNICIPAL MONEY MARKET FUND
(EACH A "FUND," TOGETHER THE "FUNDS")

CLASS A SHARES
 
      The Funds are designed to provide investors with current income,
stability of principal and liquidity. This prospectus provides information
regarding the Class A shares offered by each Fund. Each Fund is a series of an
open-end 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 200 Berkeley Street, Boston,
Massachusetts 02116.

      A statement of additional information ("SAI") for the Funds, dated
October 15, 1998, as supplemented from time to time, has been filed with the
Securities and Exchange Commission ("SEC") and is incorporated by reference
herein. The SAI 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 Evergreen Funds at (800) 343-
2898. There can be no assurance that the investment objective of any Fund will
be achieved. Investors are advised to read this prospectus carefully.

AN INVESTMENT IN THE FUNDS IS NOT A DEPOSIT OR OBLIGATION OF ANY BANK, IS NOT
ENDORSED OR GUARANTEED BY ANY BANK, AND IS NOT INSURED OR OTHERWISE PROTECTED
BY THE U.S. GOVERNMENT, THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE FEDERAL
RESERVE BOARD, OR ANY OTHER GOVERNMENT AGENCY. AN INVESTMENT IN THE FUNDS
INVOLVES RISK, INCLUDING THE POSSIBLE LOSS OF PRINCIPAL. THERE IS 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 NOR HAS THE SECURITIES AND EXCHANGE 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>
EXPENSE INFORMATION....................................................   3
DESCRIPTION OF THE FUNDS...............................................   4
   Investment Objectives and Policies..................................   4
   Investment Practices and                                           
    Restrictions.......................................................   5
ORGANIZATION AND SERVICE PROVIDERS.....................................   8
   Organization........................................................   8
   Service Providers...................................................   8
   Distribution Plans and Agreements...................................   9
</TABLE>    
<TABLE>   
<S>                                                                     <C>
PURCHASE AND REDEMPTION OF SHARES......................................  10
   How to Buy Shares...................................................  10
   How to Redeem Shares................................................  11
   Exchange Privilege..................................................  12
   Shareholder Services................................................  12
   Banking Laws........................................................  13
OTHER INFORMATION......................................................  14
   Dividends, Distributions and Taxes..................................  14
   General Information.................................................  15
</TABLE>    
 
                                       2
<PAGE>
 
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                              EXPENSE INFORMATION
 
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     The table and examples below are designed to help you understand the
various expenses that you will bear, directly or indirectly, when you invest
in a Fund. Shareholder transaction expenses are fees paid directly from your
account when you buy or sell shares of a Fund. There are no shareholder
transaction expenses.     
       
       
   
     Annual operating expenses reflect the normal operating expenses of a
Fund, and include costs such as management, distribution and other fees. The
tables below show for each Fund estimated annual operating expenses for the
fiscal period ending January 31, 1999. The examples show what you would pay if
you invested $1,000 over the periods indicated. The examples assume that you
reinvest all of your dividends and that a Fund's average annual return will be
5%. THE EXAMPLES ARE FOR ILLUSTRATION PURPOSES ONLY AND SHOULD NOT BE
CONSIDERED A REPRESENTATION OF PAST OR FUTURE EXPENSES OR ANNUAL RETURN. A
FUND'S ACTUAL EXPENSES AND RETURNS WILL VARY. For a more complete description
of the various costs and expenses borne by a Fund see "Organization and
Service Providers."     
 
EVERGREEN FLORIDA MUNICIPAL MONEY MARKET FUND
 
                                         
<TABLE>   
<CAPTION>
                  ESTIMATED ANNUAL       Example 
                 OPERATING EXPENSES      -------
                 ------------------
<S>              <C>                     <C>            <C> 
Management Fees         0.45%
12b-1 Fees              0.30%            After 1 Year   $ 9
Other Expenses          0.16%            After 3 Years  $29 
                        ----
Total                   0.91%
                        ====
</TABLE>    
 
EVERGREEN NEW JERSEY MUNICIPAL MONEY MARKET FUND
 
                                         
<TABLE>   
<CAPTION>
                  ESTIMATED ANNUAL       Example 
                 OPERATING EXPENSES      -------
                 ------------------
<S>              <C>                     <C>            <C> 
Management Fees         0.45%
12b-1 Fees              0.30%            After 1 Year   $ 9
Other Expenses          0.15%            After 3 Years  $29 
                        ----
Total                   0.90%
                        ====
</TABLE>    
 
                                       3
<PAGE>
 
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                           DESCRIPTION OF THE FUNDS
 
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INVESTMENT OBJECTIVES AND POLICIES
 
     Each Fund's investment objective is nonfundamental; as a result, each
Fund may change its objective without a shareholder vote. Each Fund has also
adopted certain fundamental investment policies which are mainly designed to
limit a Fund's exposure to risk. The Funds' fundamental policies cannot be
changed without a shareholder vote. See the SAI for more information regarding
each Fund's fundamental investment policies or other related investment
policies. There can be no assurance that the Funds' investment objectives will
be achieved.
 
     In addition to the investment policies detailed below, each Fund may
employ certain additional investment strategies which are discussed in
"Investment Practices and Restrictions" below.
   
     The investment objective of EVERGREEN FLORIDA MUNICIPAL MONEY MARKET FUND
is to seek to provide Florida residents an investment that is, to the extent
possible, exempt from the Florida intangible personal property tax and to seek
as high a level of current income exempt from regular federal income taxes, as
is believed to be consistent with the preservation of capital, maintenance of
liquidity and stability of principal.
    
   
     The investment objective of EVERGREEN NEW JERSEY MUNICIPAL MONEY MARKET
FUND is to seek as high a level of current income exempt from regular federal
income tax and, to the extent possible, from New Jersey gross income tax, as
is believed to be consistent with the preservation of capital, maintenance of
liquidity and stability of principal. 
    
   
     Each of the Funds seeks to obtain its objective, by investing at least
80% of its net assets in high quality debt obligations issued by or on behalf
of the state for which it is named or its counties, municipalities,
authorities or other political subdivisions, and possessions of the U.S., and
their authorities, agencies, instrumentalities and political subdivisions
("Municipal Securities") and in participation certificates in Municipal
Securities purchased from banks, insurance companies or other financial
institutions. 
    
   
     Each Fund will invest in Municipal Securities determined to present
minimal credit risk and which are, at the time of acquisition, eligible
obligations under Rule 2a-7 under the Investment Company Act of 1940, as
amended (the "1940 Act"). The Fund normally invests its assets so that at
least 80% of its annual interest income is exempt from federal income tax
(other than the federal alternative minimum tax) and income tax of the state
for which it is named. 
    
   
     Each Fund will also comply with the diversification requirements
prescribed by Rule 2a-7. However, the Funds are non-diversified and may invest
a significant percentage of their assets in the obligations of a single
issuer. Since each Fund invests primarily in obligations of the state for
which it is named, its investments will be concentrated in one geographic
area. The Funds will not invest in options, financial futures transactions or
other similar "derivative" instruments except as otherwise provided herein.
    
   
     Ordinarily, up to 20% of the Fund's annual interest income may be subject
to income tax for the state for which it is named or regular federal income
tax. However, at all times under normal market conditions the percentage of
the Funds' income and corresponding distributions which is tax-exempt will be
very close to 100%. In addition, for temporary defensive purposes, the Funds
may invest up to 100% of their total assets in such taxable obligations when,
in the opinion of the investment advisor, it is advisable to do so because of
market conditions. The types of taxable obligations in which the Funds may
invest are limited to the following money market instruments which have
remaining maturities not exceeding 397 days: (i) obligations of the U.S.
government, its agencies or instrumentalities; (ii) negotiable certificates of
deposit and bankers' acceptances of U.S. banks which have more than $1 billion
in total assets at the time of investment and are members of the Federal
Reserve System or are examined by the Comptroller of the Currency or whose
deposits are insured by the Federal Deposit Insurance Corporation; (iii)
domestic and foreign U.S. dollar-denominated commercial paper rated "P-1" by
Moody's Investors Service ("Moody's") or "A-1" or "A-1+" by Standard and
Poor's Rating Services ("S&P") and (iv) repurchase agreements involving any of
the foregoing portfolio obligations. 
    
 
     The Funds do not intend to concentrate their investments in any one
industry. However, from time to time, the Funds may invest 25% or more of
their total assets in Municipal Securities which are related in such a way
that an economic, business or political development or change affecting one
such obligation would also affect the
 
                                       4
<PAGE>
 
others. Two examples of obligations so related are (i) obligations, the
interest on which is paid from revenues of similar type projects and (ii)
obligations whose issuers are located in the same state.
 
     Because the taxable money market is a broader and more liquid market, and
has a greater number of investors, issuers and market makers than the market
for short-term tax-exempt Municipal Securities, the liquidity of the Funds may
not be equal to that of a money market fund which invests exclusively in
short-term taxable money market instruments. The more limited marketability of
short-term tax-exempt Municipal Securities may make it difficult in certain
circumstances to dispose of large investments advantageously. In general, tax-
exempt Municipal Securities are also subject to credit risks such as the loss
of credit ratings or possible default. In addition, an issuer of tax-exempt
Municipal Securities may lose its tax-exempt status in the event of a change
in the current tax laws.
   
    
INVESTMENT PRACTICES AND RESTRICTIONS
   
General. The Funds invest only in securities that have remaining maturities of
397 days (13 months) or less at the date of purchase. For this purpose,
floating rate or variable rate obligations 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 90 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. 
    
   
     The Funds will not invest in any obligations of or loan any of their
portfolio obligations to First Union National Bank ("FUNB") or its affiliates
(as defined in the 1940 Act) or any affiliates of the Funds. Subject to the
limitations described, the Funds are permitted to invest in obligations of
correspondent banks of FUNB (banks with which FUNB maintains a special bank
servicing relationship) which are not affiliates of Evergreen Money Market
Trust, its investment advisors or its distributor, but the Funds will not give
preference in their investment selections to those obligations. 
    
   
     After purchase by a Fund, a security may cease to be rated or its rating
may be reduced below the minimum required for purchase by the Fund. Neither
event will require a sale of such security by the Fund. However, the
investment advisor will consider such event in its determination of whether
the Fund should continue to hold the security. To the extent the ratings given
by Moody's or S&P may change as a result of changes by such organizations of
their rating systems, a Fund will attempt to use comparable ratings as
standards for investments in accordance with the investment policies contained
in this prospectus and in the SAI.
    
 
     The ability of each Fund to meet its investment objective is necessarily
subject to the ability of the issuers of securities in which the Fund invests
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.
 
Municipal Securities. Municipal Securities are municipal bonds, notes and
commercial paper issued by or for states, territories and possessions of the
U.S. including the District of Columbia and their political subdivisions,
agencies and instrumentalities. Municipal bonds include fixed, variable or
floating rate general obligation and revenue bonds. General obligation bonds
are used to support the government's general financial needs and are supported
by the full faith and credit of the municipality. General obligation bonds are
repaid from the issuer's general unrestricted revenues. Payment, however, may
be dependent upon legislative approval and may be subject to limitations on
the issuer's taxing power. Revenue bonds are used to finance public works and
certain private facilities. In contrast to general obligation bonds, revenue
bonds are repaid only with the revenue generated by the project financed.
 
     Municipal notes include tax anticipation notes, bond anticipation notes
and revenue anticipation notes. Municipal commercial paper obligations are
unsecured promissory notes issued by municipalities to meet short-term credit
needs.
 
 
                                       5
<PAGE>
 
   
     Since the Funds invest in Municipal Securities, you should be aware of
the risks associated with investing in such securities. The value of municipal
bonds tends to go up when interest rates go down and vice versa. An issuer's
failure to make such payment due to political development or fiscal
mismanagement could affect its ability to make prompt payments of interest and
principal. Those events could also affect the market value of the security.
Moreover, the market for municipal bonds is often thin and can be temporarily
affected by large purchases and sales, including those by a Fund. 
    
   
     Opinions relating to the validity of Municipal Securities and to the
exclusion of interest thereon from federal and state personal income taxes are
rendered by counsel to the respective issuers at the time of issuance. Neither
the Funds, Evergreen Money Market Trust, nor the investment advisor will
review the proceedings relating to the issuance of Municipal Securities or the
basis for such opinions. 
    
   
Special Risk Factors Related to Investing in Municipal Securities Issued by
the State of Florida or New Jersey.
    
   
     It should be noted that Municipal Securities may be adversely affected by
local political and economic conditions and developments within a state. For
example, adverse conditions in a significant industry within Florida or New
Jersey may from time to time have a corresponding adverse effect on specific
issuers within that state or on anticipated revenue to the state itself;
conversely, an improving economic outlook for a significant industry may have
a positive effect on such issuers or revenues. 
    
   
Florida. Under current law, the State of Florida is required to maintain a
balanced budget so that current expenses are met from current revenues.
Florida does not currently impose a tax on personal income. It does impose a
tax on corporate income derived from activities within the State. In addition,
Florida imposes an ad valorem tax on certain intangible property as well as
sales and use taxes. These taxes are the principal source of funds to meet
State expenses, including repayment of, and interest on, obligations backed
solely by the full faith and credit of the State.
    
   
     Florida's Constitution permits the issuance of state municipal
obligations pledging the full faith and credit of the State, with a concurring
vote by the respective electors, to finance or refinance capital projects
authorized by the Legislature. The State Constitution also provides that the
Legislature shall appropriate monies sufficient to pay debt service on state
bonds pledging the full faith and credit of the State as they become due. All
State tax revenues, other than trust funds dedicated by the State Constitution
for other purposes, are available for such an appropriation, if required. 
    
   
     On the other hand, municipalities and other political subdivisions of the
State principally rely on combination of ad valorem taxes on real property,
user fees and occupational license fees to meet their day-to-day expenses
including the repayment of principal of, and interest on, their obligations
backed by their full faith and credit. (Revenue bonds, of course, are
dependent on the revenue generated by a specific facility or enterprise.)
    
   
     Florida has experienced substantial population increases as a result of
migration to Florida from other areas of the U.S. and from foreign countries.
This population growth is expected to continue, and it is anticipated that
corresponding increases in State revenues will be necessary during the next
decade to meet increased burdens on the various public and social services
provided by the State. 
    
   
New Jersey. New Jersey's economic base is diversified, consisting of a variety
of manufacturing, construction and service industries, supplemented by rural
areas with selective commercial agriculture. The State's central location in
the northeastern corridor, the transportation and port facilities and
proximity to New York City make the State an attractive location for corporate
headquarters and international business offices. Historically, New Jersey's
average per capita income has been well above the national average, and in
1996 the State ranked second among the states in per capita personal income.
    
   
     While New Jersey's economy continued to expand during the late 1980's the
level of growth slowed considerably after 1987. The onset of recession caused
an acceleration of job losses in previously growing sectors. However, in
recent years conditions have slowly improved, and the rate of unemployment has
decreased. 
    
   
     The State operates a General Fund into which all State revenues not
otherwise restricted by statute are deposited and from which appropriations
are made. The largest part of the total financial operations of the State is
accounted for in the General Fund. 
    
   
     Florida and New Jersey's ability to meet increasing expenses will be
dependent in part upon each state's continued ability to foster business and
economic growth. An expanded discussion of the risk factors associated with
investments in each of the states is contained in the SAI.
    
 
                                       6
<PAGE>
 
Floating Rate and Variable Rate Obligations. Each Fund may invest in certain
variable rate and floating rate securities with or without demand features.
These variable rate securities do not have fixed interest rates; rather,
interest 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 repayment 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. Each Fund currently limits 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%
of its net assets.
   
Stand-by Commitments. The Funds may also acquire "stand-by commitments" with
respect to Municipal Securities held in their portfolio. Under a stand-by
commitment, a dealer agrees to purchase, at a Fund's option, specified
Municipal Securities at a specified price. Failure of the dealer to purchase
such Municipal Securities may result in a Fund incurring a loss or missing an
opportunity to make an alternative investment. Each Fund expects that stand-by
commitments generally will be available without the payment of direct or
indirect consideration. However, if necessary and advisable, a 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 each 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 Funds will maintain cash or liquid securities in a segregated
account with its custodian in an amount equal to such commitments. The Funds
will enter into stand-by commitments only with banks and broker-dealers that,
in the judgment of the Funds' investment advisor, present minimal credit
risks. 
    
   
Repurchase Agreements. The Funds may invest in repurchase agreements. A
repurchase agreement is an agreement by which a Fund purchases a security
(usually U.S. government obligations) for cash and obtains a simultaneous
commitment from the seller (usually a bank or broker-dealer) to repurchase the
security at an agreed-upon price and specified future date. The repurchase
price reflects an agreed-upon interest rate for the time period of the
agreement. The Fund's risk is the inability of the seller to pay the agreed-
upon price on the delivery date. However, this risk is tempered by the ability
of the Fund to sell the security in the open market in the case of a default.
In such a case, the Fund may incur costs in disposing of the security which
would increase Fund expenses. The Fund's investment advisor will monitor the
creditworthiness of the firms with which the Fund enters into repurchase
agreements. 
    
   
Securities Lending. To generate income and offset expenses, each Fund may lend
obligations to broker-dealers and other financial institutions. Loans of
obligations by a Fund may not exceed 33 1/3% of the value of the Fund's total
assets. While obligations are on loan, the borrower will pay the Fund any
income accruing on the security. Also, the Fund may invest any collateral it
receives in additional obligations. Gains or losses in the market value of a
lent security will affect the Fund and its shareholders. When a Fund lends its
obligations, it runs the risk that it may not be able to retrieve the
obligations on a timely basis possibly losing the opportunity to sell the
obligations at a desirable price. Also, if the borrower files for bankruptcy
or becomes insolvent, the Fund's ability to dispose of the obligations may be
delayed.
    
   
When-Issued Securities. Each Fund may enter into transactions whereby it
commits to buying a security, but does not pay for or take delivery of the
security until some specified date in the future. The value of these
securities is subject to market fluctuations during this period and no income
accrues to the Funds until settlement. At the time of settlement, a when-
issued security may be valued at less than its purchase price. When entering
into these transactions, the Funds rely on the other party to consummate the
transaction; if the other party fails to do so, the Funds may be
disadvantaged. Each Fund does not intend to purchase when-issued securities
for speculative purposes, but only in furtherance of its investment objective.
    
   
Illiquid Securities. Each Fund may invest up to 10% of its net assets in
illiquid securities and other securities which are not readily marketable.
Repurchase agreements with maturities longer than seven days will be included
for the purpose of the foregoing 10% limit. The inability of the Funds to
dispose of illiquid investments readily or at a reasonable price could impair
the Funds' ability to raise cash for redemptions or other purposes. 
    
   
Restricted Securities. The Funds may invest in restricted securities,
including securities eligible for resale pursuant to Rule 144A under the
Securities Act of 1933, as amended (the "1933 Act"). Generally, Rule 144A
    
 
                                       7
<PAGE>
 
   
establishes a safe harbor from the registration requirements of the 1933 Act
for resale by large institutional investors of securities not publicly traded
in the U.S. The Funds' investment advisor determines the liquidity of Rule
144A securities according to guidelines and procedures adopted by the Board of
Trustees of Evergreen Money Market Trust. The Board of Trustees monitors the
investment advisor's application of those guidelines and procedures.
Securities eligible for resale pursuant to Rule 144A, which the Funds'
investment advisor has determined to be liquid or readily marketable, are not
subject to the 10% limit on illiquid securities.
    
   
Borrowing. Each Fund may borrow from banks in an amount up to 33 1/3% of its
total assets, taken at market value. Each Fund may also borrow an additional
5% of its total assets from banks or others. A Fund may only borrow as a
temporary measure for extraordinary or emergency purposes such as the
redemption of Fund shares. A Fund will not purchase obligations while
outstanding borrowings exceed 5% of its total assets except to exercise prior
commitments and to exercise subscription rights.
    
 
Reverse Repurchase Agreements. Each Fund may enter into reverse repurchase
agreements. A reverse repurchase agreement is an agreement by a Fund to sell a
security and repurchase it at a specified time and price. A Fund could lose
money if the market values of the obligations it sold decline below their
repurchase prices. Reverse repurchase agreements may be considered a form of
borrowing, and, therefore, a form of leverage. Leverage may magnify gains or
losses of the Fund.
 
Investing in Securities of Other Investment Companies. The Funds may invest in
securities of other investment companies. As a shareholder of another
investment company, a Fund would pay its portion of the other investment
company's expenses. These expenses would be in addition to the expenses that
the Fund currently bears concerning its own operations and may result in some
duplication of fees.
 
Other Investment Restrictions. Each Fund has adopted additional investment
restrictions that are set forth in the SAI.
 
- -------------------------------------------------------------------------------
 
                      ORGANIZATION AND SERVICE PROVIDERS
 
- -------------------------------------------------------------------------------
 
ORGANIZATION
   
Fund Structure. Each Fund is an investment pool, which invests shareholders'
money toward a specified goal. In technical terms, each Fund is a non-
diversified series of an open-end management investment company, called
Evergreen Money Market Trust (the "Trust"). The Trust is a Delaware business
trust organized on September 18, 1997. 
    
 
Board of Trustees. The Trust is supervised by a Board of Trustees that is
responsible for representing the interests of shareholders. The Trustees meet
periodically throughout the year to oversee the Funds' activities, reviewing,
among other things, each Fund's performance and its contractual arrangements
with various service providers.
   
Shareholder Rights. All shareholders have equal voting, liquidation and other
rights. Each share is entitled to one vote for each dollar of net asset value
applicable to such share. Shareholders may exchange shares as described under
"Exchanges," but will have no other preference, conversion, exchange or
preemptive rights. When issued and paid for, shares will be fully paid and
nonassessable. Shares of the Funds are redeemable, transferable and freely
assignable as collateral. The Trust may establish additional classes or series
of shares. 
    
   
     The Funds do not hold annual shareholder meetings; the Funds may,
however, hold special meetings for such purposes as electing or removing
Trustees, changing fundamental policies and approving investment advisory
agreements or 12b-1 plans. In addition, the Funds are prepared to assist
shareholders in communicating with one another for the purpose of convening a
meeting to elect Trustees. 
    
 
SERVICE PROVIDERS
   
Investment Advisors. The investment advisor of EVERGREEN FLORIDA MUNICIPAL
MONEY MARKET FUND and EVERGREEN NEW JERSEY MUNICIPAL MONEY MARKET FUND is the
Capital Management Group of FUNB, a subsidiary of First Union Corporation
("First Union"). FUNB is located at 201 South College Street, and First Union
is located at 301 South College St., Charlotte, North Carolina 28288-0630.
First Union and its subsidiaries provide a broad range of financial services
to individuals and businesses throughout the U.S. 
    
   
     FUNB manages the investments for and supervises the daily business
affairs of the Funds and, as compensation therefore is entitled to receive an
annual fee of 0.45% of each Fund's average daily net assets.
    
 
                                       8
<PAGE>
 
   
Administrator. Evergreen Investment Services, Inc. ("EIS"), 200 Berkeley St.,
Boston, Massachusetts, 02116, serves as administrator to the Funds. As
administrator, and subject to the supervision and control of the Trust's Board
of Trustees, EIS provides the Funds with facilities, equipment and personnel.
For its services as administrator, EIS is entitled to receive a fee based on
the aggregate average daily net assets of the Funds at a rate based on the
total assets of all mutual funds administered by EIS for which any affiliate
of FUNB serves as investment advisor. The administration fee is 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
    
   
Transfer Agent and Dividend Disbursing Agent. Evergreen Service Company
("ESC"), 200 Berkeley Street, Boston, Massachusetts 02116-5034, acts as the
Funds' transfer agent and dividend disbursing agent. ESC is an indirect,
wholly-owned subsidiary of First Union. 
    
 
Custodian. State Street Bank and Trust Company ("State Street"), P.O. Box
9021, Boston, Massachusetts 02205-9827, acts as the Funds' custodian.
   
Principal Underwriter. Evergreen Distributor, Inc. ("EDI"), a subsidiary of
The BISYS Group, Inc., located at 125 West 55th Street, New York, New York
10019, is the principal underwriter of the Funds. EDI is not affiliated with
First Union.
    
 
DISTRIBUTION PLANS AND AGREEMENTS
   
Distribution Plans. Each Fund's Class A shares pay for the expenses associated
with the distribution of such shares according to a distribution plan that it
has adopted pursuant to Rule 12b-1 under the 1940 Act (each a "Plan," or
collectively, the "Plans"). Under the Plans, each Fund may incur distribution-
related and shareholder servicing-related expenses which are based upon a
maximum annual rate of 0.75% (currently limited to 0.30%) of each Fund's
average daily net assets attributable to the Class A shares. 
    
   
     Of the amount that each Fund may pay under its respective Plan, up to
0.25% may constitute a service fee to be used to compensate organizations,
which may include each Fund's investment advisor or its affiliates, for
personal services rendered to shareholders and/or the maintenance of
shareholder accounts. The Funds may not pay any distribution or service fees
during any fiscal period in excess of the amounts set forth above. Amounts
paid under the Plans are used to compensate the Funds' distributor pursuant to
the distribution agreements entered into by each Fund. 
    
 
Distribution Agreements. Each Fund has also entered into a distribution
agreement (each, a "Distribution Agreement" or collectively the "Distribution
Agreements") with EDI. Pursuant to the Distribution Agreements, each Fund will
compensate EDI for its services as distributor at the annual rate of 0.30% of
each Fund's Class A share average daily net assets.
   
     The Distribution Agreements provide that EDI will use the distribution
fee received from a Fund for payments (i) to compensate broker-dealers or
other persons for distributing shares of a Fund, including interest and
principal payments made in respect of amounts paid to broker-dealers or other
persons that have been financed (EDI may assign its rights to receive
compensation under the Distribution Agreements to secure such financings),
(ii) to otherwise promote the sale of shares of a Fund, and (iii) to
compensate broker-dealers, depository institutions and other financial
intermediaries for providing administrative, accounting and other services
with respect to each Fund's shareholders. FUNB or its affiliates may finance
the payments made by EDI to compensate broker-dealers or other persons for
distributing shares of a Fund. 
    
 
     In the event a Fund acquires the assets of other mutual funds,
compensation paid to EDI under the Distribution Agreements may be paid by EDI
to the distributors of the acquired funds or their predecessors.
 
     Since EDI's compensation under the Distribution Agreements is not
directly tied to the expenses incurred by EDI, the amount of compensation
received by EDI under the Distribution Agreements during any year may be more
or less than its actual expenses and may result in a profit to EDI.
Distribution expenses incurred by EDI in one fiscal year that exceed the level
of compensation paid to EDI for that year may be paid from distribution fees
received from a Fund in subsequent fiscal years.
 
                                       9
<PAGE>
 
- -------------------------------------------------------------------------------
 
                       PURCHASE AND REDEMPTION OF SHARES
 
- -------------------------------------------------------------------------------
 
HOW TO BUY SHARES
   
     You may purchase Class A shares of any Fund through broker-dealers, banks
or other financial intermediaries, or directly through EDI. In addition, you
may purchase Class A shares of a Fund by mailing to that Fund, c/o ESC, P.O.
Box 2121, Boston, Massachusetts 02106-2121, a completed application and a
check payable to the Fund. You may also telephone (800) 343-2898 to obtain the
number of an account to which you can wire or electronically transfer funds
and then send in a completed application. The minimum initial investment is
$1,000, which may be waived in certain situations. Subsequent investments in
any amount may be made by check, by wiring federal funds, by direct deposit or
by an electronic funds transfer.
    
 
     There is no minimum amount for subsequent investments. Investments of $25
or more are allowed under the Systematic Investment Plan. See the application
for more information. Only Class A shares are offered through this prospectus
(see "General Information"--"Other Classes of Shares").
 
     You may purchase Class A shares of each Fund 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.
There is no size limit on purchases of Class A shares.
   
How the Funds Value Their Shares. The net asset value of shares of a Fund for
purposes of both purchases and redemptions is determined twice daily, at 12:00
p.m. (eastern time) and promptly after the regular close of the New York Stock
Exchange (the "Exchange") (currently 4:00 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, Martin Luther King, Jr.
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 advisor, are accrued daily. The obligations 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.
    
   
     In addition to the discount or commission paid to broker-dealers, EDI may
from time to time pay to broker-dealers additional cash or other incentives
that are conditioned upon the sale of a specified minimum dollar amount of
shares of a Fund and/or other Evergreen funds. Such incentives will take the
form of payment for attendance at seminars, lunches, dinners, sporting events
or theater performances, or payment for travel, lodging and entertainment
incurred in connection with travel by persons associated with a broker-dealer
and their immediate family members to urban or resort locations within or
outside the U.S. Such a dealer may elect to receive cash incentives of
equivalent amount in lieu of such payments. EDI may also limit the
availability of such incentives to certain specified dealers. EDI from time to
time sponsors promotions involving First Union Brokerage Services, an
affiliate of each Fund's investment advisor, and select broker-dealers,
pursuant to which incentives are paid, including gift certificates and
payments in amounts up to 1% of the dollar amount of shares of a Fund sold.
Awards may also be made based on the opening of a minimum number of accounts.
Such promotions are not being made available to all broker-dealers. Certain
broker-dealers may also receive payments from EDI or a Fund's investment
advisor over and above the usual trail commissions or shareholder servicing
payments applicable to a given class of shares.
    
   
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
advisor incurs. If such investor is an existing shareholder, a Fund may redeem
shares from an investor's account to reimburse the Fund or its investment
advisor for any loss. In addition, such investors may be prohibited or
restricted from making further purchases in any of the Evergreen funds. The
Funds will not accept third party checks other than those payable directly to
a shareholder whose account has been in existence at least 30 days.
    
 
 
                                      10
<PAGE>
 
HOW TO REDEEM SHARES
 
     You may "redeem" (i.e., sell) your shares in a Fund to the Fund for cash
at their net redemption value on any day the Exchange is open, either directly
by writing to the Fund, c/o ESC, or through your financial intermediary. The
amount you will receive is based on the net asset value adjusted for fractions
of a cent next calculated after the Fund receives your request in proper form.
Proceeds generally will be sent to you within seven days. However, for shares
recently purchased by check, a Fund will not send proceeds until it is
reasonably satisfied that the check has been collected (which may take up to
15 days). Once a redemption request has been telephoned or mailed, it is
irrevocable and may not be modified or canceled.
 
Redeeming Shares Through Your Financial Intermediary. 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. Your financial intermediary is
responsible for furnishing all necessary documentation to the Fund and may
charge you for this service. Certain financial intermediaries may require that
you give instructions earlier than 4:00 p.m. (eastern time).
 
Redeeming Shares Directly by Mail or Telephone. You may redeem by mail by
sending a signed letter of instruction or stock power form to a Fund, c/o ESC
(the registrar, transfer agent and dividend-disbursing agent for each Fund).
Stock power forms are available from your financial intermediary, ESC, and
many commercial banks. Additional documentation is required for the sale of
shares by corporations, financial intermediaries, fiduciaries and surviving
joint owners. Signature guarantees are required for all redemption requests
for shares with a value of more than $50,000. Currently, the requirement for a
signature guarantee has been waived on redemptions of $50,000 or less when the
account address of record has been the same for a minimum period of 30 days.
Each Fund and ESC reserve the right to withdraw this waiver at any time. A
signature guarantee must be provided by a bank or trust company (not a Notary
Public), a member firm of a domestic stock exchange or by other financial
institutions whose guarantees are acceptable under the Securities Exchange Act
of 1934 and ESC's policies.
   
     Shareholders may redeem amounts of $1,000 or more (up to $50,000) from
their accounts by calling the telephone number on the front page of this
prospectus between the hours of 8:00 a.m. and 6:00 p.m. (eastern time) each
business day (i.e., any weekday exclusive of days on which the Exchange or
ESC's offices are closed). Redemption requests received after 4:00 p.m.
(eastern time) will be processed using the net asset value determined on the
next business day. Such redemption requests must include the shareholder's
account name, as registered with a Fund, and the account number. During
periods of drastic economic or market changes, shareholders may experience
difficulty in effecting telephone redemptions. If you cannot reach a Fund by
telephone, you should follow the procedures for redeeming by mail or through a
broker-dealer as set forth herein. The telephone redemption service is not
made available to shareholders automatically. Shareholders wishing to use the
telephone redemption service must complete the appropriate sections on the
application and choose how the redemption proceeds are to be paid. Redemption
proceeds will be either (1) mailed by check to the shareholder at the address
in which the account is registered or (2) wired to an account with the same
registration as the shareholder's account in a fund at a designated commercial
bank.
    
 
     In order to insure that instructions received by ESC are genuine when you
initiate a telephone transaction, you will be asked to verify certain criteria
specific to your account. At the conclusion of the transaction, you will be
given a transaction number confirming your request, and written confirmation
of your transaction will be mailed the next business day. Your telephone
instructions will be recorded. Redemptions by telephone are allowed only if
the address and bank account of record have been the same for a minimum period
of 30 days. Each Fund reserves the right at any time to terminate, suspend, or
change the terms of any redemption method described in this prospectus, except
redemption by mail, and to impose fees.
 
     Except as otherwise noted, the Funds, ESC and EDI will not assume
responsibility for the authenticity of any instructions received by any of
them from a shareholder in writing, over the Evergreen Express Line (described
below), or by telephone. ESC will employ reasonable procedures to confirm that
instructions received over the Evergreen Express Line or by telephone are
genuine. The Funds, ESC and EDI will not be liable when following instructions
received over the Evergreen Express Line or by telephone that ESC reasonably
believes are genuine.
   
Evergreen Express Line. The Evergreen Express Line offers you specific fund
account information and price and yield quotations as well as the ability to
do account transactions, including investments, exchanges and redemptions. You
may access the Evergreen Express Line by dialing toll-free (800) 346-3858 on
any touch-tone telephone, 24 hours a day, seven days a week.
    
 
 
                                      11
<PAGE>
 
General. The sale of shares is a taxable transaction for federal income tax
purposes. The Funds may temporarily suspend the right to redeem their shares
when (1) the Exchange is closed, other than customary weekend and holiday
closings; (2) trading on the Exchange is restricted; (3) an emergency exists
and the Funds cannot dispose of their investments or fairly determine their
value; or (4) the SEC so orders. The Funds reserve the right to close an
account that through redemption has fallen below $1,000 and has remained so
for 30 days. Shareholders will receive 60 days' written notice to increase the
account value to at least $1,000 before the account is closed. The Funds have
elected to be governed by Rule 18f-1 under the 1940 Act pursuant to which each
Fund is obligated to redeem shares solely in cash, up to the lesser of
$250,000 or 1% of a Fund's total net assets, during any 90-day period for any
one shareholder.
 
EXCHANGE PRIVILEGE
 
How to Exchange Shares. You may exchange some or all of your shares for shares
of the same class in other Evergreen funds through your financial
intermediary, by calling or writing to ESC, or by using the Evergreen Express
Line as described above. Once an exchange request has been telephoned or
mailed, it is irrevocable and may not be modified or canceled. Exchanges will
be made on the basis of the relative net asset values of the shares exchanged
next determined after an exchange request is received. An exchange which
represents an initial investment in another Evergreen fund is subject to the
minimum investment and suitability requirements of each Fund. If you buy Class
A shares of a Fund, you will be charged a sales load upon exchange for Class A
shares of another Evergreen fund.
 
     Each of the Evergreen funds has different investment objectives and
policies. For more complete information, a prospectus of the fund into which
an exchange will be made should be read prior to the exchange. An exchange
order must comply with the requirement for a redemption or repurchase order
and must specify the dollar value or number of shares to be exchanged. An
exchange is treated for federal income tax purposes as a redemption and
purchase of shares and may result in the realization of a capital gain or
loss. Shareholders are limited to five exchanges per calendar year, with a
maximum of three per calendar quarter. This exchange privilege may be modified
or discontinued at any time by a Fund upon 60 days' notice to shareholders and
is only available in states in which shares of the fund being acquired may
lawfully be sold.
 
Exchanges Through Your Financial Intermediary. 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 the Fund and may
charge you for this service.
 
Exchanges By Telephone And Mail. Exchange requests received by a Fund after
4:00 p.m. (eastern time) will be processed using the net asset value
determined at the close of the next business day. During periods of drastic
economic or market changes, shareholders may experience difficulty in
effecting telephone exchanges. You should follow the procedures outlined below
for exchanges by mail if you are unable to reach ESC by telephone. If you wish
to use the telephone exchange service you should indicate this on the
application. As noted above, 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 ESC if it is believed advisable to do so. Procedures for exchanging
Fund shares by telephone may be modified or terminated at any time. Written
requests for exchanges should follow the same procedures outlined for written
redemption requests in the section entitled "How to Redeem Shares;" however,
no signature guarantee is required.
 
SHAREHOLDER SERVICES
 
     The Funds offer the following shareholder services. For more information
about these services or your account, contact your financial intermediary, ESC
or call the toll-free number on the front page of this prospectus. Some
services are described in more detail in the application.
 
Systematic Investment Plan. Under a Systematic Investment Plan, you may invest
as little as $25 per month to purchase shares of a Fund with no minimum
initial investment required.
 
Telephone Investment Plan. You may make investments into an existing account
electronically in amounts of not less than $100 or more than $10,000 per
investment. Telephone investment requests received by 4:00 p.m. (eastern time)
will be credited to a shareholder's account the day the request is received.
 
 
                                      12
<PAGE>
 
Systematic Withdrawal Plan. When an account of $10,000 or more is opened or
when an existing account reaches that size, you may participate in the
Systematic Withdrawal Plan (the "Withdrawal Plan") by filling out the
appropriate part of the application. Under this Withdrawal Plan, you may
receive (or designate a third party to receive) a monthly or quarterly fixed-
withdrawal payment in a stated amount of at least $75 and as much as 1.00% per
month or 3.00% per quarter of the total net asset value of the Fund shares in
your account when the Withdrawal Plan was opened. Fund shares will be redeemed
as necessary to meet withdrawal payments. All participants must elect to have
their dividends and capital gains distributions reinvested automatically.
   
Investments Through Employee Benefit and Savings Plans. Certain qualified and
non-qualified employee benefit and savings plans may make shares of the Funds
and other Evergreen funds available to their participants. The Funds'
investment advisor may provide compensation to organizations providing
administrative and recordkeeping services to plans which make shares of the
Evergreen funds available to their participants. 
    
 
Automatic Reinvestment Plan. For the convenience of investors, all dividends
and distributions are automatically reinvested in full and fractional shares
of a Fund at the net asset value per share at the close of business on the
record date, unless otherwise requested by a shareholder in writing. If the
transfer agent does not receive a written request for subsequent dividends
and/or distributions to be paid in cash at least three full business days
prior to a given record date, the dividends and/or distributions to be paid to
a shareholder will be reinvested.
 
Dollar Cost Averaging. Through dollar cost averaging you can invest a fixed
dollar amount each month or each quarter in any Evergreen fund. This results
in more shares being purchased when the selected fund's net asset value is
relatively low and fewer shares being purchased when the fund's net asset
value is relatively high and may result in a lower average cost per share than
a less systematic investment approach.
 
     Prior to participating in dollar cost averaging, you must establish an
account in an Evergreen fund. You should designate on the application (i) the
dollar amount of each monthly or quarterly investment you wish to make, and
(ii) the fund in which the investment is to be made. Thereafter, on the first
day of the designated month, an amount equal to the specified monthly or
quarterly investment will automatically be redeemed from your initial account
and invested in shares of the designated fund.
   
    
   
Two Dimensional Investing. You may elect to have income and capital gains
distributions from any class of Evergreen fund shares you own automatically
invested to purchase the same class of shares of any other Evergreen fund. You
may select this service on your application and indicate the Evergreen fund(s)
into which distributions are to be invested. 
    
   
Tax Sheltered Retirement Plans. The Funds have various retirement plans
available to eligible investors, including Individual Retirement Accounts
(IRAs); Rollover IRAs; Simplified Employee Pension Plans (SEPs); Savings
Incentive Match Plan for Employees (SIMPLEs); Tax Sheltered Annuity Plans;
403(b)(7) Plans; 401(k) Plans; Keogh Plans; Profit-Sharing Plans; Medical
Savings Accounts; Pension and Target Benefit and Money Purchase Plans. For
details, including fees and application forms, call toll-free (800) 247-4075
or write to ESC.
    
   
BANKING LAWS 
    
   
     The Glass-Steagall Act and other banking laws and regulations presently
prohibit member banks of the Federal Reserve System ("Member Banks") or their
non-bank affiliates from sponsoring, organizing, controlling, or distributing
the shares of registered open-end investment companies such as the Funds. Such
laws and regulations also prohibit banks from issuing, underwriting or
distributing obligations in general. However, under the Glass-Steagall Act and
such other laws and regulations, a Member Bank or an affiliate thereof may act
as investment advisor, transfer agent or custodian to a registered open-end
investment company and may also act as agent in connection with the purchase
of shares of such an investment company upon the order of their customer. FUNB
and its affiliates are subject to and in compliance with the aforementioned
laws and regulations.
    
   
     Changes to applicable laws and regulations or future judicial or
administrative decisions could result in FUNB and its affiliates being
prevented from continuing to perform the services required under the
investment advisory contract or from acting as agent in connection with the
purchase of shares of a Fund by their customers. If FUNB and its affiliates
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
advisor. If this were to occur, it is not anticipated that the shareholders of
any Fund would suffer any adverse financial consequences.
    
 
                                      13
<PAGE>
 
- -------------------------------------------------------------------------------
 
                               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 investment 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 obligations are not included in net
investment 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. The amount of dividends may fluctuate from day to day, and
the dividend may be omitted on a day where Fund expenses exceed 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 will be treated as paid in the immediately preceding
December.
 
     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 12:00
p.m. (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 12:00 p.m. (eastern time), and
federal funds are received by 4:00 p.m. (eastern time). All other wire
purchases received after 12:00 p.m. (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 intends to qualify to be treated as a regulated investment
company under the Internal Revenue Code of 1986, as amended (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 the Funds) that
pays exempt-interest dividends.
    
   
     The Funds 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 Funds 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)
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 gains 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 20%. 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 advisor. 
    
   
     Each Fund is required by federal law to withhold 31% of reportable
payments (which may include dividends, capital gains distributions and certain
redemptions) paid to certain shareholders. In order to avoid this backup
withholding requirement, the investor must certify on the application, or on a
separate form supplied by State Street, that the investor's social security
number or taxpayer identification number is correct and that the investor is
not currently subject to backup withholding or is exempt from backup
withholding. 
    
 
 
                                      14
<PAGE>
 
   
     Set forth below are brief descriptions of the personal income tax status
of an investment in each of the Funds under Florida and New Jersey tax laws
currently in effect. Income from a Fund is not necessarily free from state
income taxes in states other than its designated state. State laws differ on
this issue, and shareholders are urged to consult their own tax advisors
regarding the status of their accounts under state and local laws. 
    
   
     EVERGREEN NEW JERSEY MUNICIPAL MONEY MARKET FUND. For individual
shareholders in any year in which the Fund satisfies the requirements for
treatment as a "qualified investment fund" under New Jersey law, distributions
from the Fund will be exempt from the New Jersey Gross Income Tax to the
extent such distributions are attributable to interest or gains from (i)
obligations issued by or on behalf of the State of New Jersey or any county,
municipality, school or other district, agency, authority, commission,
instrumentality, public corporation, corporate body or political subdivision
of New Jersey or (ii) obligations that are otherwise statutorily exempt from
state or local taxation or under the laws of the U.S. To be classified as a
qualified investment fund, at least 80% of the Fund's investments must consist
of such obligations. Distributions by a qualified investment fund that are
attributable to most other sources will be subject to the New Jersey gross
income tax. If the Fund continues to qualify as a qualified investment fund,
any gain realized on the redemption or sale of its shares will not be subject
to the New Jersey gross income tax. Corporate shareholders will be subject to
a corporate franchise tax on distributions from and on gains from sales of the
shares in the Fund. The Fund's shares are not subject to property taxation by
New Jersey or its political subdivisions. 
    
   
     EVERGREEN FLORIDA MUNICIPAL MONEY MARKET FUND. Florida does not currently
impose a state income tax on individuals. Thus, individual shareholders of the
Fund will not be subject to any Florida state income tax on distributions
received from the Fund. However, certain distributions will be taxable to
corporate shareholders which are subject to Florida corporate income tax.
Florida currently imposes an intangibles tax at the annual rate of 0.20% on
certain securities and other intangible assets owned by Florida residents.
Certain types of tax exempt securities of Florida issuers, U.S. government
securities and tax exempt securities issued by certain U.S. territories and
possessions are exempt from this intangibles tax. Shares of the Fund will also
be exempt from the Florida intangibles tax if the portfolio consists
exclusively of securities exempt from the intangibles tax on the last business
day of the calendar year. If the portfolio consists of any assets which are
not so exempt on the last business day of the calendar year, however, only the
portion of the shares of the Fund which relate to securities issued by the
U.S. and its possessions and territories will be exempt from the Florida
intangibles tax, and the remaining portion of such shares will be fully
subject to the intangibles tax, even if they partly relate to Florida tax
exempt securities. 
    
   
     Statements describing the tax status of shareholders' dividends and
distributions will be mailed annually by the Funds. These statements will set
forth the amount of income exempt from federal and if applicable, state
taxation, and the amount, if any, subject to federal and state taxation.
Moreover, to the extent necessary, these statements will indicate the amount
of exempt-interest dividends which are a specific preference item for purposes
of the federal individual and corporate alternative minimum taxes. The
exemption of interest income for federal income tax purposes does not
necessarily result in exemption under the income or other tax law of any state
or local taxing authority. 
    
   
     The foregoing discussion of federal and state income tax consequences is
based on tax laws and regulations in effect on the date of this prospectus and
is subject to change by legislative or administrative action. As the foregoing
discussion is for general information only, you should also review the
discussion of "Additional Tax Information" contained in the SAI. 
    
 
GENERAL INFORMATION
 
Portfolio Transactions. Consistent with the Conduct Rules 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.
   
Other Classes of Shares. The Funds each offer two classes of shares, Class A
and Class Y. Class Y shares are offered through a separate prospectus. Class Y
shares are available only to (i) persons who at or prior to December 31, 1994,
owned shares in a mutual fund advised by Evergreen Asset Management Corp.
("Evergreen Asset"), (ii) certain institutional investors and (iii) investment
advisory clients of FUNB, Evergreen Asset or their affiliates. The dividends
payable with respect to Class A shares will be less than those payable with
respect to Class Y shares due to the distribution and shareholder servicing
related expenses borne by Class A shares and the fact that such expenses are
not borne by Class Y shares. Investors should call the telephone number on the
front page of this prospectus to obtain more information on other classes of
shares. 
    
 
 
                                      15
<PAGE>
 
   
Performance Information. From time to time, a Fund may quote its yield in
advertisements, reports or other communications to shareholders. Yield is
computed separately for each class of shares. 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 SAI.
Before investing in a 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.
 
     In marketing a Fund's shares, information may be provided that is
designed to help individuals understand their investment goals and explore
various financial strategies. Such information may include publications
describing general principles of investing, such as asset allocation,
diversification, risk tolerance, and goal setting; a questionnaire designed to
help create a personal financial profile; and an action plan offering
investment alternatives. The information provided to investors may also
include discussions of other Evergreen funds, products, and services, which
may include: retirement investing; brokerage products and services; the
effects of periodic investment plans and dollar cost averaging; saving for
college; and charitable giving. In addition, the information provided to
investors may quote financial or business publications and periodicals,
including model portfolios or allocations, as they relate to fund management,
investment philosophy, and investment techniques. EDI may also reprint, and
use as advertising and sales literature, articles from Evergreen Events, a
quarterly magazine provided to Evergreen fund shareholders.
   
Year 2000 Risks. Like other investment companies, financial and business
organizations and individuals around the world, the Funds could be adversely
affected if the computer systems used by the Funds' investment advisor and the
Funds' other service providers do not properly process and calculate date-
related information and data from and after January 1, 2000. This is commonly
known as the "Year 2000 Problem." The Funds' investment advisor is taking
steps to address the Year 2000 Problem with respect to the computer systems
that it uses and to obtain assurances that comparable steps are being taken by
the Funds' other major service providers. At this time, however, there can be
no assurance that these steps will be sufficient to avoid any adverse impact
on the Funds. 
    
   
Additional Information. This prospectus and the SAI, which has been
incorporated by reference herein, do not contain all the information set forth
in the Registration Statement filed by the Trust with the SEC under the 1933
Act, as amended. Copies of the Registration Statement may be obtained at a
reasonable charge from the SEC or may be examined, without charge, at the
offices of the SEC in Washington, D.C. 
    
 
                                      16
<PAGE>
 
   
INVESTMENT ADVISOR 
    
Capital Management Group of First Union National Bank, 201 South College
Street, Charlotte, North Carolina 28288-0630
   
    
CUSTODIAN
State Street Bank and Trust Company, P.O. Box 9021, Boston, Massachusetts
02205-9827
 
TRANSFER AGENT
   
Evergreen Service Company, 200 Berkeley Street, Boston, Massachusetts, 02116-
5034 
    
 
LEGAL COUNSEL
Sullivan & Worcester LLP, 1025 Connecticut Avenue, N.W., Washington, D.C. 20036
   
INDEPENDENT AUDITORS 
    
KPMG Peat Marwick LLP, 99 High Street, Boston, Massachusetts 02110
   
    
DISTRIBUTOR
Evergreen Distributor, Inc., 125 W. 55th Street, New York, New York 10019
   
60641                                                             545466RV0 
    


<PAGE>
 

- -------------------------------------------------------------------------------
   
PROSPECTUS                                                October 15, 1998 
    
- -------------------------------------------------------------------------------
 
EVERGREEN/SM/ MONEY MARKET FUNDS
 
                                      [LOGO OF EVERGREEN FUNDS/SM/ APPEARS HERE]
- -------------------------------------------------------------------------------
 
EVERGREEN FLORIDA MUNICIPAL MONEY MARKET FUND
EVERGREEN NEW JERSEY MUNICIPAL MONEY MARKET FUND
(EACH A "FUND," TOGETHER THE "FUNDS")
   
CLASS Y SHARES
    
   
      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 each Fund. Each Fund is a series of an
open-end 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 200 Berkeley Street, Boston,
Massachusetts 02116.
    
   
      A statement of additional information ("SAI") for the Funds, dated
October 15, 1998, as supplemented from time to time, has been filed with the
Securities and Exchange Commission ("SEC") and is incorporated by reference
herein. The SAI 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 Evergreen Funds at (800) 343-
2898. There can be no assurance that the investment objective of any Fund will
be achieved. Investors are advised to read this prospectus carefully. 
    
 
AN INVESTMENT IN THE FUNDS IS NOT A DEPOSIT OR OBLIGATION OF ANY BANK, IS NOT
ENDORSED OR GUARANTEED BY ANY BANK, AND IS NOT INSURED OR OTHERWISE PROTECTED
BY THE U.S. GOVERNMENT, THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE FEDERAL
RESERVE BOARD, OR ANY OTHER GOVERNMENT AGENCY. AN INVESTMENT IN THE FUNDS
INVOLVES RISK, INCLUDING THE POSSIBLE LOSS OF PRINCIPAL. THERE IS 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 NOR HAS THE SECURITIES AND EXCHANGE 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>
EXPENSE INFORMATION....................................................   3
DESCRIPTION OF THE FUNDS...............................................   4
   Investment Objectives and Policies..................................   4
   Investment Practices and                                            
    Restrictions.......................................................   5
ORGANIZATION AND SERVICE PROVIDERS.....................................   8
   Organization........................................................   8
   Service Providers...................................................   8
</TABLE>    
<TABLE>   
<S>                                                                     <C>
PURCHASE AND REDEMPTION OF SHARES......................................   9
   How to Buy Shares...................................................   9
   How to Redeem Shares................................................  10
   Exchange Privilege..................................................  11
   Shareholder Services................................................  11
   Banking Laws........................................................  12
OTHER INFORMATION......................................................  13
   Dividends, Distributions and Taxes..................................  13
   General Information.................................................  14
</TABLE>    
 
                                       2
<PAGE>
 
- -------------------------------------------------------------------------------
 
                              EXPENSE INFORMATION
 
- -------------------------------------------------------------------------------
   
     The table and examples below are designed to help you understand the
various expenses that you will bear, directly or indirectly, when you invest
in a Fund. Shareholder transaction expenses are fees paid directly from your
account when you buy or sell shares of a Fund. There are no shareholder
transaction expenses. 
    
   
    
   
     Annual operating expenses reflect the normal operating expenses of a
Fund, and include costs such as management, distribution and other fees. The
tables below show for each Fund estimated annual operating expenses for the
fiscal period ending January 31, 1999. The examples show what you would pay if
you invested $1,000 over the periods indicated. The examples assume that you
reinvest all of your dividends and that a Fund's average annual return will be
5%. THE EXAMPLES ARE FOR ILLUSTRATION PURPOSES ONLY AND SHOULD NOT BE
CONSIDERED A REPRESENTATION OF PAST OR FUTURE EXPENSES OR ANNUAL RETURN. A
FUND'S ACTUAL EXPENSES AND RETURNS WILL VARY. For a more complete description
of the various costs and expenses borne by a Fund see "Organization and
Service Providers." 
    
 
EVERGREEN FLORIDA MUNICIPAL MONEY MARKET FUND
 
                                                 
<TABLE>   
<CAPTION>
                  ESTIMATED ANNUAL       Example 
                 OPERATING EXPENSES      -------
                 ------------------
<S>              <C>                     <C>            <C> 
Management Fees         0.45%            After 1 Year   $ 6
12b-1 Fees               --              After 3 Years  $20
Other Expenses          0.16%
                        ----
Total                   0.61%
                        ====
</TABLE>    
 
EVERGREEN NEW JERSEY MUNICIPAL MONEY MARKET FUND
 
                                                
<TABLE>   
<CAPTION>
                  ESTIMATED ANNUAL       Example
                 OPERATING EXPENSES      -------
                 ------------------
<S>              <C>                     <C>            <C> 
Management Fees         0.45%            After 1 Year   $ 6
12b-1 Fees               --              After 3 Years  $19 
Other Expenses          0.15%
                        ----
Total                   0.60%
                        ====
</TABLE>    
 
                                       3
<PAGE>
 
- -------------------------------------------------------------------------------
 
                           DESCRIPTION OF THE FUNDS
 
- -------------------------------------------------------------------------------
 
INVESTMENT OBJECTIVES AND POLICIES
 
     Each Fund's investment objective is nonfundamental; as a result, each
Fund may change its objective without a shareholder vote. Each Fund has also
adopted certain fundamental investment policies which are mainly designed to
limit a Fund's exposure to risk. The Funds' fundamental policies cannot be
changed without a shareholder vote. See the SAI for more information regarding
each Fund's fundamental investment policies or other related investment
policies. There can be no assurance that the Funds' investment objectives will
be achieved.
 
     In addition to the investment policies detailed below, each Fund may
employ certain additional investment strategies which are discussed in
"Investment Practices and Restrictions" below.
 
     The investment objective of EVERGREEN FLORIDA MUNICIPAL MONEY MARKET FUND
is to seek to provide Florida residents an investment that is, to the extent
possible, exempt from the Florida intangible personal property tax and to seek
as high a level of current income exempt from regular federal income taxes, as
is believed to be consistent with the preservation of capital, maintenance of
liquidity and stability of principal.
 
     The investment objective of EVERGREEN NEW JERSEY MUNICIPAL MONEY MARKET
FUND is to seek as high a level of current income exempt from regular federal
income tax and, to the extent possible, from New Jersey gross income tax, as
is believed to be consistent with the preservation of capital, maintenance of
liquidity and stability of principal.
 
     Each of the Funds seeks to obtain its objective, by investing at least
80% of its net assets in high quality debt obligations issued by or on behalf
of the state for which it is named or its counties, municipalities,
authorities or other political subdivisions, and possessions of the U.S., and
their authorities, agencies, instrumentalities and political subdivisions
("Municipal Securities") and in participation certificates in Municipal
Securities purchased from banks, insurance companies or other financial
institutions.
   
     Each Fund will invest in Municipal Securities determined to present
minimal credit risk and which are, at the time of acquisition, eligible
obligations under Rule 2a-7 under the Investment Company Act of 1940, as
amended (the "1940 Act"). The Fund normally invests its assets so that at
least 80% of its annual interest income is exempt from federal income tax
(other than the federal alternative minimum tax) and income tax of the state
for which it is named. 
    
 
     Each Fund will also comply with the diversification requirements
prescribed by Rule 2a-7. However, the Funds are non-diversified and may invest
a significant percentage of their assets in the obligations of a single
issuer. Since each Fund invests primarily in obligations of the state for
which it is named, its investments will be concentrated in one geographic
area. The Funds will not invest in options, financial futures transactions or
other similar "derivative" instruments except as otherwise provided herein.
 
     Ordinarily, up to 20% of the Fund's annual interest income may be subject
to income tax for the state for which it is named or regular federal income
tax. However, at all times under normal market conditions the percentage of
the Funds' income and corresponding distributions which is tax-exempt will be
very close to 100%. In addition, for temporary defensive purposes, the Funds
may invest up to 100% of their total assets in such taxable obligations when,
in the opinion of the investment advisor, it is advisable to do so because of
market conditions. The types of taxable obligations in which the Funds may
invest are limited to the following money market instruments which have
remaining maturities not exceeding 397 days: (i) obligations of the U.S.
government, its agencies or instrumentalities; (ii) negotiable certificates of
deposit and bankers' acceptances of U.S. banks which have more than $1 billion
in total assets at the time of investment and are members of the Federal
Reserve System or are examined by the Comptroller of the Currency or whose
deposits are insured by the Federal Deposit Insurance Corporation; (iii)
domestic and foreign U.S. dollar-denominated commercial paper rated "P-1" by
Moody's Investors Service ("Moody's") or "A-1" or "A-1+" by Standard and
Poor's Rating Services ("S&P") and (iv) repurchase agreements involving any of
the foregoing portfolio obligations.
 
     The Funds do not intend to concentrate their investments in any one
industry. However, from time to time, the Funds may invest 25% or more of
their total assets in Municipal Securities which are related in such a way
that an economic, business or political development or change affecting one
such obligation would also affect the
 
                                       4
<PAGE>
 
others. Two examples of obligations so related are (i) obligations, the
interest on which is paid from revenues of similar type projects and (ii)
obligations whose issuers are located in the same state.
 
     Because the taxable money market is a broader and more liquid market, and
has a greater number of investors, issuers and market makers than the market
for short-term tax-exempt Municipal Securities, the liquidity of the Funds may
not be equal to that of a money market fund which invests exclusively in
short-term taxable money market instruments. The more limited marketability of
short-term tax-exempt Municipal Securities may make it difficult in certain
circumstances to dispose of large investments advantageously. In general, tax-
exempt Municipal Securities are also subject to credit risks such as the loss
of credit ratings or possible default. In addition, an issuer of tax-exempt
Municipal Securities may lose its tax-exempt status in the event of a change
in the current tax laws.
 
INVESTMENT PRACTICES AND RESTRICTIONS
   
General. The Funds invest only in securities that have remaining maturities of
397 days (13 months) or less at the date of purchase. For this purpose,
floating rate or variable rate obligations 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 90 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. 
    
 
     The Funds will not invest in any obligations of or loan any of their
portfolio obligations to First Union National Bank ("FUNB") or its affiliates
(as defined in the 1940 Act) or any affiliates of the Funds. Subject to the
limitations described, the Funds are permitted to invest in obligations of
correspondent banks of FUNB (banks with which FUNB maintains a special bank
servicing relationship) which are not affiliates of Evergreen Money Market
Trust, its investment advisors or its distributor, but the Funds will not give
preference in their investment selections to those obligations.
 
     After purchase by a Fund, a security may cease to be rated or its rating
may be reduced below the minimum required for purchase by the Fund. Neither
event will require a sale of such security by the Fund. However, the
investment advisor will consider such event in its determination of whether
the Fund should continue to hold the security. To the extent the ratings given
by Moody's or S&P may change as a result of changes by such organizations of
their rating systems, a Fund will attempt to use comparable ratings as
standards for investments in accordance with the investment policies contained
in this prospectus and in the SAI.
 
     The ability of each Fund to meet its investment objective is necessarily
subject to the ability of the issuers of securities in which the Fund invests
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.
 
Municipal Securities. Municipal Securities are municipal bonds, notes and
commercial paper issued by or for states, territories and possessions of the
U.S. including the District of Columbia and their political subdivisions,
agencies and instrumentalities. Municipal bonds include fixed, variable or
floating rate general obligation and revenue bonds. General obligation bonds
are used to support the government's general financial needs and are supported
by the full faith and credit of the municipality. General obligation bonds are
repaid from the issuer's general unrestricted revenues. Payment, however, may
be dependent upon legislative approval and may be subject to limitations on
the issuer's taxing power. Revenue bonds are used to finance public works and
certain private facilities. In contrast to general obligation bonds, revenue
bonds are repaid only with the revenue generated by the project financed.
 
     Municipal notes include tax anticipation notes, bond anticipation notes
and revenue anticipation notes. Municipal commercial paper obligations are
unsecured promissory notes issued by municipalities to meet short-term credit
needs.
 
 
                                       5
<PAGE>
 
     Since the Funds invest in Municipal Securities, you should be aware of
the risks associated with investing in such securities. The value of municipal
bonds tends to go up when interest rates go down and vice versa. An issuer's
failure to make such payment due to political development or fiscal
mismanagement could affect its ability to make prompt payments of interest and
principal. Those events could also affect the market value of the security.
Moreover, the market for municipal bonds is often thin and can be temporarily
affected by large purchases and sales, including those by a Fund.
 
     Opinions relating to the validity of Municipal Securities and to the
exclusion of interest thereon from federal and state personal income taxes are
rendered by counsel to the respective issuers at the time of issuance. Neither
the Funds, Evergreen Money Market Trust, nor the investment advisor will
review the proceedings relating to the issuance of Municipal Securities or the
basis for such opinions.
   
Special Risk Factors Related to Investing in Municipal Securities Issued by
the State of Florida or New Jersey
    
   
     It should be noted that Municipal Securities may be adversely affected by
local political and economic conditions and developments within a state. For
example, adverse conditions in a significant industry within Florida or New
Jersey may from time to time have a corresponding adverse effect on specific
issuers within that state or on anticipated revenue to the state itself;
conversely, an improving economic outlook for a significant industry may have
a positive effect on such issuers or revenues. 
    
   
Florida. Under current law, the State of Florida is required to maintain a
balanced budget so that current expenses are met from current revenues.
Florida does not currently impose a tax on personal income. It does impose a
tax on corporate income derived from activities within the State. In addition,
Florida imposes an ad valorem tax on certain intangible property as well as
sales and use taxes. These taxes are the principal source of funds to meet
State expenses, including repayment of, and interest on, obligations backed
solely by the full faith and credit of the State. 
    
   
     Florida's Constitution permits the issuance of state municipal
obligations pledging the full faith and credit of the State, with a concurring
vote by the respective electors, to finance or refinance capital projects
authorized by the Legislature. The State Constitution also provides that the
Legislature shall appropriate monies sufficient to pay debt service on state
bonds pledging the full faith and credit of the State as they become due. All
State tax revenues, other than trust funds dedicated by the State Constitution
for other purposes, are available for such an appropriation, if required. 
    
   
     On the other hand, municipalities and other political subdivisions of the
State principally rely on combination of ad valorem taxes on real property,
user fees and occupational license fees to meet their day-to-day expenses
including the repayment of principal of, and interest on, their obligations
backed by their full faith and credit. (Revenue bonds, of course, are
dependent on the revenue generated by a specific facility or enterprise.) 
    
   
     Florida has experienced substantial population increases as a result of
migration to Florida from other areas of the U.S. and from foreign countries.
This population growth is expected to continue, and it is anticipated that
corresponding increases in State revenues will be necessary during the next
decade to meet increased burdens on the various public and social services
provided by the State. 
    
   
    
   
New Jersey. New Jersey's economic base is diversified, consisting of a variety
of manufacturing, construction and service industries, supplemented by rural
areas with selective commercial agriculture. The State's central location in
the northeastern corridor, the transportation and port facilities and
proximity to New York City make the State an attractive location for corporate
headquarters and international business offices. Historically, New Jersey's
average per capita income has been well above the national average, and in
1996 the State ranked second among the states in per capita personal income.
    
   
     While New Jersey's economy continued to expand during the late 1980's the
level of growth slowed considerably after 1987. The onset of recession caused
an acceleration of job losses in previously growing sectors. However, in
recent years conditions have slowly improved, and the rate of unemployment has
decreased. 
    
   
     The State operates a General Fund into which all State revenues not
otherwise restricted by statute are deposited and from which appropriations
are made. The largest part of the total financial operations of the State is
accounted for in the General Fund. 
    
   
     Florida and New Jersey's ability to meet increasing expenses will be
dependent in part upon each state's continued ability to foster business and
economic growth. An expanded discussion of the risk factors associated with
investments in each of the states is contained in the SAI.
    
 
                                       6
<PAGE>
 
Floating Rate and Variable Rate Obligations. Each Fund may invest in certain
variable rate and floating rate securities with or without demand features.
These variable rate securities do not have fixed interest rates; rather,
interest 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 repayment 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. Each Fund currently limits 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%
of its net assets.
   
Stand-by Commitments. The Funds may also acquire "stand-by commitments" with
respect to Municipal Securities held in their portfolio. Under a stand-by
commitment, a dealer agrees to purchase, at a Fund's option, specified
Municipal Securities at a specified price. Failure of the dealer to purchase
such Municipal Securities may result in a Fund incurring a loss or missing an
opportunity to make an alternative investment. Each Fund expects that stand-by
commitments generally will be available without the payment of direct or
indirect consideration. However, if necessary and advisable, a 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 each 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 Funds will maintain cash or liquid securities in a segregated
account with its custodian in an amount equal to such commitments. The Funds
will enter into stand-by commitments only with banks and broker-dealers that,
in the judgment of the Funds' investment advisor, present minimal credit
risks. 
    
 
Repurchase Agreements. The Funds may invest in repurchase agreements. A
repurchase agreement is an agreement by which a Fund purchases a security
(usually U.S. government obligations) for cash and obtains a simultaneous
commitment from the seller (usually a bank or broker-dealer) to repurchase the
security at an agreed-upon price and specified future date. The repurchase
price reflects an agreed-upon interest rate for the time period of the
agreement. The Fund's risk is the inability of the seller to pay the agreed-
upon price on the delivery date. However, this risk is tempered by the ability
of the Fund to sell the security in the open market in the case of a default.
In such a case, the Fund may incur costs in disposing of the security which
would increase Fund expenses. The Fund's investment advisor will monitor the
creditworthiness of the firms with which the Fund enters into repurchase
agreements.
   
Securities Lending. To generate income and offset expenses, each Fund may lend
obligations to broker-dealers and other financial institutions. Loans of
obligations by a Fund may not exceed 33 1/3% of the value of the Fund's total
assets. While obligations are on loan, the borrower will pay the Fund any
income accruing on the security. Also, the Fund may invest any collateral it
receives in additional obligations. Gains or losses in the market value of a
lent security will affect the Fund and its shareholders. When a Fund lends its
obligations, it runs the risk that it may not be able to retrieve the
obligations on a timely basis possibly losing the opportunity to sell the
obligations at a desirable price. Also, if the borrower files for bankruptcy
or becomes insolvent, the Fund's ability to dispose of the obligations may be
delayed. 
    
 
When-Issued Securities. Each Fund may enter into transactions whereby it
commits to buying a security, but does not pay for or take delivery of the
security until some specified date in the future. The value of these
securities is subject to market fluctuations during this period and no income
accrues to the Funds until settlement. At the time of settlement, a when-
issued security may be valued at less than its purchase price. When entering
into these transactions, the Funds rely on the other party to consummate the
transaction; if the other party fails to do so, the Funds may be
disadvantaged. Each Fund does not intend to purchase when-issued securities
for speculative purposes, but only in furtherance of its investment objective.
   
Illiquid Securities. Each Fund may invest up to 10% of its net assets in
illiquid securities and other securities which are not readily marketable.
Repurchase agreements with maturities longer than seven days will be included
for the purpose of the foregoing 10% limit. The inability of the Funds to
dispose of illiquid investments readily or at a reasonable price could impair
the Funds' ability to raise cash for redemptions or other purposes. 
    
   
Restricted Securities. The Funds may invest in restricted securities,
including securities eligible for resale pursuant to Rule 144A under the
Securities Act of 1933, as amended (the "1933 Act"). Generally, Rule 144A
establishes a safe harbor from the registration requirements of the 1933 Act
for resale by large institutional investors of securities not publicly traded
in the U.S. The Funds' investment advisor determines the liquidity of 
    
 
                                       7
<PAGE>
 
   
Rule 144A securities according to guidelines and procedures adopted by the
Board of Trustees of Evergreen Money Market Trust. The Board of Trustees
monitors the investment advisor's application of those guidelines and
procedures. Securities eligible for resale pursuant to Rule 144A, which the
Funds' investment advisor has determined to be liquid or readily marketable,
are not subject to the 10% limit on illiquid securities.
    
   
Borrowing. Each Fund may borrow from banks in an amount up to 33 1/3% of its
total assets, taken at market value. Each Fund may also borrow an additional
5% of its total assets from banks or others. A Fund may only borrow as a
temporary measure for extraordinary or emergency purposes such as the
redemption of Fund shares. A Fund will not purchase obligations while
outstanding borrowings exceed 5% of its total assets except to exercise prior
commitments and to exercise subscription rights.
    
 
Reverse Repurchase Agreements. Each Fund may enter into reverse repurchase
agreements. A reverse repurchase agreement is an agreement by a Fund to sell a
security and repurchase it at a specified time and price. A Fund could lose
money if the market values of the obligations it sold decline below their
repurchase prices. Reverse repurchase agreements may be considered a form of
borrowing, and, therefore, a form of leverage. Leverage may magnify gains or
losses of the Fund.
 
Investing in Securities of Other Investment Companies. The Funds may invest in
securities of other investment companies. As a shareholder of another
investment company, a Fund would pay its portion of the other investment
company's expenses. These expenses would be in addition to the expenses that
the Fund currently bears concerning its own operations and may result in some
duplication of fees.
 
Other Investment Restrictions. Each Fund has adopted additional investment
restrictions that are set forth in the SAI.
 
- -------------------------------------------------------------------------------
 
                      ORGANIZATION AND SERVICE PROVIDERS
 
- -------------------------------------------------------------------------------
 
ORGANIZATION
   
Fund Structure. Each Fund is an investment pool, which invests shareholders'
money toward a specified goal. In technical terms, each Fund is a non-
diversified series of an open-end management investment company, called
Evergreen Money Market Trust (the "Trust"). The Trust is a Delaware business
trust organized on September 18, 1997. 
    
 
Board of Trustees. The Trust is supervised by a Board of Trustees that is
responsible for representing the interests of shareholders. The Trustees meet
periodically throughout the year to oversee the Funds' activities, reviewing,
among other things, each Fund's performance and its contractual arrangements
with various service providers.
 
Shareholder Rights. All shareholders have equal voting, liquidation and other
rights. Each share is entitled to one vote for each dollar of net asset value
applicable to such share. Shareholders may exchange shares as described under
"Exchanges," but will have no other preference, conversion, exchange or
preemptive rights. When issued and paid for, shares will be fully paid and
nonassessable. Shares of the Funds are redeemable, transferable and freely
assignable as collateral. The Trust may establish additional classes or series
of shares.
 
     The Funds do not hold annual shareholder meetings; the Funds may,
however, hold special meetings for such purposes as electing or removing
Trustees, changing fundamental policies and approving investment advisory
agreements or 12b-1 plans. In addition, the Funds are prepared to assist
shareholders in communicating with one another for the purpose of convening a
meeting to elect Trustees.
 
SERVICE PROVIDERS
 
Investment Advisors. The investment advisor of EVERGREEN FLORIDA MUNICIPAL
MONEY MARKET FUND and EVERGREEN NEW JERSEY MUNICIPAL MONEY MARKET FUND is the
Capital Management Group of FUNB, a subsidiary of First Union Corporation
("First Union"). FUNB is located at 201 South College Street, and First Union
is located at 301 South College St., Charlotte, North Carolina 28288-0630.
First Union and its subsidiaries provide a broad range of financial services
to individuals and businesses throughout the U.S.
 
     FUNB manages the investments for and supervises the daily business
affairs of the Funds and, as compensation therefore is entitled to receive an
annual fee of 0.45% of each Fund's average daily net assets.
 
 
                                       8
<PAGE>
 
Administrator. Evergreen Investment Services, Inc. ("EIS"), 200 Berkeley St.,
Boston, Massachusetts, 02116, serves as administrator to the Funds. As
administrator, and subject to the supervision and control of the Trust's Board
of Trustees, EIS provides the Funds with facilities, equipment and personnel.
For its services as administrator, EIS is entitled to receive a fee based on
the aggregate average daily net assets of the Funds at a rate based on the
total assets of all mutual funds administered by EIS for which any affiliate
of FUNB serves as investment advisor. The administration fee is 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
 
Transfer Agent and Dividend Disbursing Agent. Evergreen Service Company
("ESC"), 200 Berkeley Street, Boston, Massachusetts 02116-5034, acts as the
Funds' transfer agent and dividend disbursing agent. ESC is an indirect,
wholly-owned subsidiary of First Union.
 
Custodian. State Street Bank and Trust Company ("State Street"), P.O. Box
9021, Boston, Massachusetts 02205-9827, acts as the Funds' custodian.
 
Principal Underwriter. Evergreen Distributor, Inc. ("EDI"), a subsidiary of
The BISYS Group, Inc., located at 125 West 55th Street, New York, New York
10019, is the principal underwriter of the Funds. EDI is not affiliated with
First Union.
   
    
   
    
- -------------------------------------------------------------------------------
 
                       PURCHASE AND REDEMPTION OF SHARES
 
- -------------------------------------------------------------------------------
 
HOW TO BUY SHARES
   
     Eligible investors may purchase Class Y shares of any Fund through
broker-dealers, banks or other financial intermediaries, or directly through
EDI. In addition, investors may purchase Class Y shares of a Fund by mailing
to that Fund, c/o ESC, P.O. Box 2121, Boston, Massachusetts 02106-2121, a
completed application and a check payable to the Fund. You may also telephone
(800) 343-2898 to obtain the number of an account to which you can wire or
electronically transfer funds and then send in a completed application. The
minimum initial investment is $1,000, which may be waived in certain
situations. Subsequent investments in any amount may be made by check, by
wiring federal funds, by direct deposit or by an electronic funds transfer.
    
   
     Class Y shares are offered at net asset value without a front-end sales
charge or a contingent deferred sales load. Class Y shares are only offered to
(1) persons who at or prior to December 31, 1994, owned shares in a mutual
fund advised by Evergreen Asset Management Corp. ("Evergreen Asset"), (2)
certain institutional investors and (3) investment advisory clients of FUNB,
Evergreen Asset or their affiliates. 
    
   
     There is no minimum amount for subsequent investments. Investments of $25
or more are allowed under the Systematic Investment Plan. Share certificates
are not issued. See the application for more information. Only Class Y shares
are offered through this prospectus (see "General Information"--"Other Classes
of Shares"). 
    
   
    
How the Funds Value Their Shares. The net asset value of shares of a Fund for
purposes of both purchases and redemptions is determined twice daily, at 12:00
p.m. (eastern time) and promptly after the regular close of the New York Stock
Exchange (the "Exchange") (currently 4:00 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, Martin Luther King, Jr.
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 advisor, are accrued daily. The obligations 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.
 
                                       9
<PAGE>
 
   
    
   
    
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
advisor incurs. If such investor is an existing shareholder, a Fund may redeem
shares from an investor's account to reimburse the Fund or its investment
advisor for any loss. In addition, such investors may be prohibited or
restricted from making further purchases in any of the Evergreen funds. The
Funds will not accept third party checks other than those payable directly to
a shareholder whose account has been in existence at least 30 days.
 
HOW TO REDEEM SHARES
 
     You may "redeem" (i.e., sell) your shares in a Fund to the Fund for cash
at their net redemption value on any day the Exchange is open, either directly
by writing to the Fund, c/o ESC, or through your financial intermediary. The
amount you will receive is based on the net asset value adjusted for fractions
of a cent next calculated after the Fund receives your request in proper form.
Proceeds generally will be sent to you within seven days. However, for shares
recently purchased by check, a Fund will not send proceeds until it is
reasonably satisfied that the check has been collected (which may take up to
15 days). Once a redemption request has been telephoned or mailed, it is
irrevocable and may not be modified or canceled.
 
Redeeming Shares Through Your Financial Intermediary. 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. Your financial intermediary is
responsible for furnishing all necessary documentation to the Fund and may
charge you for this service. Certain financial intermediaries may require that
you give instructions earlier than 4:00 p.m. (eastern time).
 
Redeeming Shares Directly by Mail or Telephone. You may redeem by mail by
sending a signed letter of instruction or stock power form to a Fund, c/o ESC
(the registrar, transfer agent and dividend-disbursing agent for each Fund).
Stock power forms are available from your financial intermediary, ESC, and
many commercial banks. Additional documentation is required for the sale of
shares by corporations, financial intermediaries, fiduciaries and surviving
joint owners. Signature guarantees are required for all redemption requests
for shares with a value of more than $50,000. Currently, the requirement for a
signature guarantee has been waived on redemptions of $50,000 or less when the
account address of record has been the same for a minimum period of 30 days.
Each Fund and ESC reserve the right to withdraw this waiver at any time. A
signature guarantee must be provided by a bank or trust company (not a Notary
Public), a member firm of a domestic stock exchange or by other financial
institutions whose guarantees are acceptable under the Securities Exchange Act
of 1934 and ESC's policies.
   
     Shareholders may redeem amounts of $1,000 or more (up to $50,000) from
their accounts by calling the telephone number on the front page of this
prospectus between the hours of 8:00 a.m. and 6:00 p.m. (eastern time) each
business day (i.e., any weekday exclusive of days on which the Exchange or
ESC's offices are closed). Redemption requests received after 4:00 p.m.
(eastern time) will be processed using the net asset value determined on the
next business day. Such redemption requests must include the shareholder's
account name, as registered with a Fund, and the account number. During
periods of drastic economic or market changes, shareholders may experience
difficulty in effecting telephone redemptions. If you cannot reach a Fund by
telephone, you should follow the procedures for redeeming by mail or through a
broker-dealer as set forth herein. The telephone redemption service is not
made available to shareholders automatically. Shareholders wishing to use the
telephone redemption service must complete the appropriate sections on the
application and choose how the redemption proceeds are to be paid. Redemption
proceeds will be either (1) mailed by check to the shareholder at the address
in which the account is registered or (2) wired to an account with the same
registration as the shareholder's account in a fund at a designated commercial
bank.
    
 
     In order to insure that instructions received by ESC are genuine when you
initiate a telephone transaction, you will be asked to verify certain criteria
specific to your account. At the conclusion of the transaction, you will be
given a transaction number confirming your request, and written confirmation
of your transaction will be mailed the next business day. Your telephone
instructions will be recorded. Redemptions by telephone are allowed only if
the address and bank account of record have been the same for a minimum period
of 30 days. Each Fund reserves the right at any time to terminate, suspend, or
change the terms of any redemption method described in this prospectus, except
redemption by mail, and to impose fees.
 
     Except as otherwise noted, the Funds, ESC and EDI will not assume
responsibility for the authenticity of any instructions received by any of
them from a shareholder in writing, over the Evergreen Express Line (described
below), or by telephone. ESC will employ reasonable procedures to confirm that
instructions received over the Evergreen Express Line or by telephone are
genuine. The Funds, ESC and EDI will not be liable when
 
                                      10
<PAGE>
 
following instructions received over the Evergreen Express Line or by
telephone that ESC reasonably believes are genuine.
   
Evergreen Express Line. The Evergreen Express Line offers you specific fund
account information and price and yield quotations as well as the ability to
do account transactions, including investments, exchanges and redemptions. You
may access the Evergreen Express Line by dialing toll-free (800) 346-3858 on
any touch-tone telephone, 24 hours a day, seven days a week. 
    
 
General. The sale of shares is a taxable transaction for federal income tax
purposes. The Funds may temporarily suspend the right to redeem their shares
when (1) the Exchange is closed, other than customary weekend and holiday
closings; (2) trading on the Exchange is restricted; (3) an emergency exists
and the Funds cannot dispose of their investments or fairly determine their
value; or (4) the SEC so orders. The Funds reserve the right to close an
account that through redemption has fallen below $1,000 and has remained so
for 30 days. Shareholders will receive 60 days' written notice to increase the
account value to at least $1,000 before the account is closed. The Funds have
elected to be governed by Rule 18f-1 under the 1940 Act pursuant to which each
Fund is obligated to redeem shares solely in cash, up to the lesser of
$250,000 or 1% of a Fund's total net assets, during any 90-day period for any
one shareholder.
 
EXCHANGE PRIVILEGE
   
How to Exchange Shares. You may exchange some or all of your shares for shares
of the same class in other Evergreen funds through your financial
intermediary, by calling or writing to ESC, or by using the Evergreen Express
Line as described above. Once an exchange request has been telephoned or
mailed, it is irrevocable and may not be modified or canceled. Exchanges will
be made on the basis of the relative net asset values of the shares exchanged
next determined after an exchange request is received. An exchange which
represents an initial investment in another Evergreen fund is subject to the
minimum investment and suitability requirements of each Fund.
    
 
     Each of the Evergreen funds has different investment objectives and
policies. For more complete information, a prospectus of the fund into which
an exchange will be made should be read prior to the exchange. An exchange
order must comply with the requirement for a redemption or repurchase order
and must specify the dollar value or number of shares to be exchanged. An
exchange is treated for federal income tax purposes as a redemption and
purchase of shares and may result in the realization of a capital gain or
loss. Shareholders are limited to five exchanges per calendar year, with a
maximum of three per calendar quarter. This exchange privilege may be modified
or discontinued at any time by a Fund upon 60 days' notice to shareholders and
is only available in states in which shares of the fund being acquired may
lawfully be sold.
 
Exchanges Through Your Financial Intermediary. 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 the Fund and may
charge you for this service.
 
Exchanges By Telephone And Mail. Exchange requests received by a Fund after
4:00 p.m. (eastern time) will be processed using the net asset value
determined at the close of the next business day. During periods of drastic
economic or market changes, shareholders may experience difficulty in
effecting telephone exchanges. You should follow the procedures outlined below
for exchanges by mail if you are unable to reach ESC by telephone. If you wish
to use the telephone exchange service you should indicate this on the
application. As noted above, 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 ESC if it is believed advisable to do so. Procedures for exchanging
Fund shares by telephone may be modified or terminated at any time. Written
requests for exchanges should follow the same procedures outlined for written
redemption requests in the section entitled "How to Redeem Shares;" however,
no signature guarantee is required.
 
SHAREHOLDER SERVICES
 
     The Funds offer the following shareholder services. For more information
about these services or your account, contact your financial intermediary, ESC
or call the toll-free number on the front page of this prospectus. Some
services are described in more detail in the application.
 
Systematic Investment Plan. Under a Systematic Investment Plan, you may invest
as little as $25 per month to purchase shares of a Fund with no minimum
initial investment required.
 
                                      11
<PAGE>
 
Telephone Investment Plan. You may make investments into an existing account
electronically in amounts of not less than $100 or more than $10,000 per
investment. Telephone investment requests received by 4:00 p.m. (eastern time)
will be credited to a shareholder's account the day the request is received.
 
Systematic Withdrawal Plan. When an account of $10,000 or more is opened or
when an existing account reaches that size, you may participate in the
Systematic Withdrawal Plan (the "Withdrawal Plan") by filling out the
appropriate part of the application. Under this Withdrawal Plan, you may
receive (or designate a third party to receive) a monthly or quarterly fixed-
withdrawal payment in a stated amount of at least $75 and as much as 1.00% per
month or 3.00% per quarter of the total net asset value of the Fund shares in
your account when the Withdrawal Plan was opened. Fund shares will be redeemed
as necessary to meet withdrawal payments. All participants must elect to have
their dividends and capital gains distributions reinvested automatically.
   
    
Automatic Reinvestment Plan. For the convenience of investors, all dividends
and distributions are automatically reinvested in full and fractional shares
of a Fund at the net asset value per share at the close of business on the
record date, unless otherwise requested by a shareholder in writing. If the
transfer agent does not receive a written request for subsequent dividends
and/or distributions to be paid in cash at least three full business days
prior to a given record date, the dividends and/or distributions to be paid to
a shareholder will be reinvested.
 
Dollar Cost Averaging. Through dollar cost averaging you can invest a fixed
dollar amount each month or each quarter in any Evergreen fund. This results
in more shares being purchased when the selected fund's net asset value is
relatively low and fewer shares being purchased when the fund's net asset
value is relatively high and may result in a lower average cost per share than
a less systematic investment approach.
 
     Prior to participating in dollar cost averaging, you must establish an
account in an Evergreen fund. You should designate on the application (i) the
dollar amount of each monthly or quarterly investment you wish to make, and
(ii) the fund in which the investment is to be made. Thereafter, on the first
day of the designated month, an amount equal to the specified monthly or
quarterly investment will automatically be redeemed from your initial account
and invested in shares of the designated fund.
 
Two Dimensional Investing. You may elect to have income and capital gains
distributions from any class of Evergreen fund shares you own automatically
invested to purchase the same class of shares of any other Evergreen fund. You
may select this service on your application and indicate the Evergreen fund(s)
into which distributions are to be invested.
   
Tax Sheltered Retirement Plans. The Funds have various retirement plans
available to eligible investors, including Individual Retirement Accounts
(IRAs); Rollover IRAs; Simplified Employee Pension Plans (SEPs); Savings
Incentive Match Plan for Employees (SIMPLEs); Tax Sheltered Annuity Plans;
403(b)(7) Plans; 401(k) Plans; Keogh Plans; Profit-Sharing Plans; Medical
Savings Accounts; Pension and Target Benefit and Money Purchase Plans. For
details, including fees and application forms, call toll-free (800) 247-4075
or write to ESC. 
    
 
BANKING LAWS
 
     The Glass-Steagall Act and other banking laws and regulations presently
prohibit member banks of the Federal Reserve System ("Member Banks") or their
non-bank affiliates from sponsoring, organizing, controlling, or distributing
the shares of registered open-end investment companies such as the Funds. Such
laws and regulations also prohibit banks from issuing, underwriting or
distributing obligations in general. However, under the Glass-Steagall Act and
such other laws and regulations, a Member Bank or an affiliate thereof may act
as investment advisor, transfer agent or custodian to a registered open-end
investment company and may also act as agent in connection with the purchase
of shares of such an investment company upon the order of their customer. FUNB
and its affiliates are subject to and in compliance with the aforementioned
laws and regulations.
   
     Changes to applicable laws and regulations or future judicial or
administrative decisions could result in FUNB and its affiliates being
prevented from continuing to perform the services required under the
investment advisory contract or from acting as agent in connection with the
purchase of shares of a Fund by their customers. If FUNB and its affiliates
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
advisor. If this were to occur, it is not anticipated that the shareholders of
any Fund would suffer any adverse financial consequences. 
    
 
                                      12
<PAGE>
 
- -------------------------------------------------------------------------------
 
                               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 investment 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 obligations are not included in net
investment 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. The amount of dividends may fluctuate from day to day, and
the dividend may be omitted on a day where Fund expenses exceed 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 will be treated as paid in the immediately preceding
December.
 
     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 12:00
p.m. (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 12:00 p.m. (eastern time), and
federal funds are received by 4:00 p.m. (eastern time). All other wire
purchases received after 12:00 p.m. (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 intends to qualify to be treated as a regulated investment
company under the Internal Revenue Code of 1986, as amended (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 the Funds) that
pays exempt-interest dividends.
 
     The Funds 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 Funds 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)
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 gains 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 20%. 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 advisor.
   
     Each Fund is required by federal law to withhold 31% of reportable
payments (which may include dividends, capital gains distributions and certain
redemptions) paid to certain shareholders. In order to avoid this backup
withholding requirement, the investor must certify on the application, or on a
separate form supplied by State Street, that the investor's social security
number or taxpayer identification number is correct and that the investor is
not currently subject to backup withholding or is exempt from backup
withholding.
    
 
 
                                      13
<PAGE>
 
     Set forth below are brief descriptions of the personal income tax status
of an investment in each of the Funds under Florida and New Jersey tax laws
currently in effect. Income from a Fund is not necessarily free from state
income taxes in states other than its designated state. State laws differ on
this issue, and shareholders are urged to consult their own tax advisors
regarding the status of their accounts under state and local laws.
   
     EVERGREEN NEW JERSEY MUNICIPAL MONEY MARKET FUND. For individual
shareholders in any year in which the Fund satisfies the requirements for
treatment as a "qualified investment fund" under New Jersey law, distributions
from the Fund will be exempt from the New Jersey Gross Income Tax to the
extent such distributions are attributable to interest or gains from (i)
obligations issued by or on behalf of the State of New Jersey or any county,
municipality, school or other district, agency, authority, commission,
instrumentality, public corporation, corporate body or political subdivision
of New Jersey or (ii) obligations that are otherwise statutorily exempt from
state or local taxation or under the laws of the U.S. To be classified as a
qualified investment fund, at least 80% of the Fund's investments must consist
of such obligations. Distributions by a qualified investment fund that are
attributable to most other sources will be subject to the New Jersey gross
income tax. If the Fund continues to qualify as a qualified investment fund,
any gain realized on the redemption or sale of its shares will not be subject
to the New Jersey gross income tax. Corporate shareholders will be subject to
a corporate franchise tax on distributions from and on gains from sales of the
shares in the Fund. The Fund's shares are not subject to property taxation by
New Jersey or its political subdivisions. 
    
   
     EVERGREEN FLORIDA MUNICIPAL MONEY MARKET FUND. Florida does not currently
impose a state income tax on individuals. Thus, individual shareholders of the
Fund will not be subject to any Florida state income tax on distributions
received from the Fund. However, certain distributions will be taxable to
corporate shareholders which are subject to Florida corporate income tax.
Florida currently imposes an intangibles tax at the annual rate of 0.20% on
certain securities and other intangible assets owned by Florida residents.
Certain types of tax exempt securities of Florida issuers, U.S. government
securities and tax exempt securities issued by certain U.S. territories and
possessions are exempt from this intangibles tax. Shares of the Fund will also
be exempt from the Florida intangibles tax if the portfolio consists
exclusively of securities exempt from the intangibles tax on the last business
day of the calendar year. If the portfolio consists of any assets which are
not so exempt on the last business day of the calendar year, however, only the
portion of the shares of the Fund which relate to securities issued by the
U.S. and its possessions and territories will be exempt from the Florida
intangibles tax, and the remaining portion of such shares will be fully
subject to the intangibles tax, even if they partly relate to Florida tax
exempt securities. 
    
 
     Statements describing the tax status of shareholders' dividends and
distributions will be mailed annually by the Funds. These statements will set
forth the amount of income exempt from federal and if applicable, state
taxation, and the amount, if any, subject to federal and state taxation.
Moreover, to the extent necessary, these statements will indicate the amount
of exempt-interest dividends which are a specific preference item for purposes
of the federal individual and corporate alternative minimum taxes. The
exemption of interest income for federal income tax purposes does not
necessarily result in exemption under the income or other tax law of any state
or local taxing authority.
 
     The foregoing discussion of federal and state income tax consequences is
based on tax laws and regulations in effect on the date of this prospectus and
is subject to change by legislative or administrative action. As the foregoing
discussion is for general information only, you should also review the
discussion of "Additional Tax Information" contained in the SAI.
 
GENERAL INFORMATION
 
Portfolio Transactions. Consistent with the Conduct Rules 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.
   
Other Classes of Shares. The Funds each offer two classes of shares, Class A
and Class Y. Class A shares are offered through a separate prospectus.
Investors should call the telephone number on the front page of this
prospectus to obtain more information on other classes of shares. The
dividends payable with respect to Class A shares will be less than those
payable with respect to Class Y shares due to the distribution and shareholder
servicing related expenses borne by Class A shares and the fact that such
expenses are not borne by Class Y shares. 
    
 
 
                                      14
<PAGE>
 
   
Performance Information. From time to time, a Fund may quote its yield in
advertisements, reports or other communications to shareholders. Yield is
computed separately for each class of shares. 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 SAI.
Before investing in a 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.
 
     In marketing a Fund's shares, information may be provided that is
designed to help individuals understand their investment goals and explore
various financial strategies. Such information may include publications
describing general principles of investing, such as asset allocation,
diversification, risk tolerance, and goal setting; a questionnaire designed to
help create a personal financial profile; and an action plan offering
investment alternatives. The information provided to investors may also
include discussions of other Evergreen funds, products, and services, which
may include: retirement investing; brokerage products and services; the
effects of periodic investment plans and dollar cost averaging; saving for
college; and charitable giving. In addition, the information provided to
investors may quote financial or business publications and periodicals,
including model portfolios or allocations, as they relate to fund management,
investment philosophy, and investment techniques. EDI may also reprint, and
use as advertising and sales literature, articles from Evergreen Events, a
quarterly magazine provided to Evergreen fund shareholders.
   
Year 2000 Risks. Like other investment companies, financial and business
organizations and individuals around the world, the Funds could be adversely
affected if the computer systems used by the Funds' investment advisor and the
Funds' other service providers do not properly process and calculate date-
related information and data from and after January 1, 2000. This is commonly
known as the "Year 2000 Problem." The Funds' investment advisor is taking
steps to address the Year 2000 Problem with respect to the computer systems
that it uses and to obtain assurances that comparable steps are being taken by
the Funds' other major service providers. At this time, however, there can be
no assurance that these steps will be sufficient to avoid any adverse impact
on the Funds. 
    
   
Additional Information. This prospectus and the SAI, which has been
incorporated by reference herein, do not contain all the information set forth
in the Registration Statement filed by the Trust with the SEC under the 1933
Act, as amended. Copies of the Registration Statement may be obtained at a
reasonable charge from the SEC or may be examined, without charge, at the
offices of the SEC in Washington, D.C. 
    
 
                                      15
<PAGE>
 
   
INVESTMENT ADVISOR 
    
Capital Management Group of First Union National Bank, 201 South College
Street, Charlotte, North Carolina 28288-0630
 
CUSTODIAN
State Street Bank and Trust Company, P.O. Box 9021, Boston, Massachusetts
02205-9827
 
TRANSFER AGENT
Evergreen Service Company, 200 Berkeley Street, Boston, Massachusetts, 02116-
5034
 
LEGAL COUNSEL
Sullivan & Worcester LLP, 1025 Connecticut Avenue, N.W., Washington, D.C. 20036
   
INDEPENDENT AUDITORS 
    
KPMG Peat Marwick LLP, 99 High Street, Boston, Massachusetts 02110
 
DISTRIBUTOR
Evergreen Distributor, Inc., 125 W. 55th Street, New York, New York 10019
   
37427                                                             545467RV0
    

                             EVERGREEN MONEY MARKET TRUST

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

                    STATEMENT OF ADDITIONAL INFORMATION

                                 October 15, 1998

          Evergreen Florida Municipal Money Market Fund ("Florida Fund")
       Evergreen New Jersey Municipal Money Market Fund ("New Jersey Fund")
                     (Each a "Fund"; together, the "Funds")


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

         This  statement  of  additional  information  ("SAI")  pertains  to all
classes of shares of the Funds listed above.  It is not a prospectus  and should
be read in conjunction with the prospectuses dated October 15, 1998 for the Fund
in which you are making or  contemplating  an investment.  The Funds are offered
through two separate prospectuses:  one offering class A shares of each Fund and
one  offering  class  Y  shares  of  each  Fund.  You may  obtain  any of  these
prospectuses from Evergreen Distributor, Inc.



                                                       24465


<PAGE>



                                                 TABLE OF CONTENTS

INVESTMENT POLICIES.......................................................... 3
     Fundamental Investment Policies......................................... 3
     Additional Information on Securities and Investment Practices........... 5
MANAGEMENT OF THE TRUST...................................................... 8
PRINCIPAL HOLDERS OF FUND SHARES.............................................12
INVESTMENT ADVISORY AND OTHER SERVICES.......................................12
     Investment Advisor......................................................12
     Investment Advisory Agreements..........................................12
     Distributor.............................................................13
     Distribution Plans and Agreements.......................................13
     Additional Service Providers............................................14
BROKERAGE....................................................................15
     Selection of Brokers....................................................15
     Brokerage Commissions...................................................15
     General Brokerage Policies..............................................15
TRUST ORGANIZATION...........................................................16
     Form of Organization....................................................16
     Description of Shares...................................................16
     Voting Rights...........................................................16
     Limitation of Trustees' Liability.......................................17
PURCHASE, REDEMPTION AND PRICING OF SHARES...................................17
     How the Funds Offer Shares to the Public................................17
     Purchase Alternatives...................................................17
     Exchanges...............................................................17
     Calculation of Net Asset Value Per Share ("NAV")....................... 18
     Valuation of Portfolio Securities.......................................18
     Shareholder Services....................................................18
PRINCIPAL UNDERWRITER........................................................18
ADDITIONAL TAX INFORMATION...................................................19
     Requirements for Qualification as a Regulated Investment Company........19
     Taxes on Distributions..................................................20
     Other Tax Considerations................................................20
PERFORMANCE..................................................................21
     Current, Effective and Tax-Equivalent Yields............................21
ADDITIONAL INFORMATION.......................................................22
APPENDIX A..................................................................A-1
APPENDIX B..................................................................B-2



                                                       24465

                                                         2

<PAGE>



                              INVESTMENT POLICIES

FUNDAMENTAL INVESTMENT POLICIES

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

         1.  Diversification

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

         Further Explanation of Diversification Policy:

         As a non-diversified  investment company,  the Funds are not subject to
the limitations imposed on diversified  investment companies under the 1940 Act,
but it must meet other  diversification  requirements as a regulated  investment
company (a "RIC") under  Subchapter M of the Internal  Revenue Code of 1986 (the
"Code"). Under the Code, a RIC is permitted to invest 50% of its total assets in
two issuers  (i.e.,  25% each);  the  remaining  50% of its total assets must be
diversified according to the 5% and 10% limits described above.

         2.  Concentration

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

         Further Explanation of Concentration Policy:

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

         3.  Issuing Senior Securities

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

         4.  Borrowing

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

         Further Explanation of Borrowing Policy:

                  Each Fund may borrow  from banks in an amount up to 33 1/3% of
its total  assets,  taken at market  value.  Each Fund may also  borrow up to an
additional 5% of its total assets from

                                                       24465

                                                         3

<PAGE>



banks  or  others.  Each  Fund  may  borrow  only  as a  temporary  measure  for
extraordinary or emergency purposes such as the redemption of Fund shares.  Each
Fund may not purchase  securities while outstanding  borrowings exceed 5% of its
total assets except to exercise prior  commitments and to exercise  subscription
rights (as defined in the 1940 Act) or enter into reverse repurchase agreements,
in amounts up to 33 1/3 % of its total assets  (including the amount  borrowed).
Each  Fund  may  obtain  such  short-term  credit  as may be  necessary  for the
clearance of purchases and sales of portfolio securities. Each Fund may purchase
securities  on margin  and  engage in short  sales to the  extent  permitted  by
applicable law.

         5.  Underwriting

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

         6.  Real Estate

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

         7.  Commodities

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

         8.  Lending

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

         Further Explanation of Lending Policy:

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

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


                                                       24465

                                                         4

<PAGE>



         9.  Investments in Federally Tax-Exempt Securities

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

ADDITIONAL INFORMATION ON SECURITIES AND INVESTMENT
PRACTICES

         The  investment  objectives  of  each  Fund  and a  description  of the
securities  in  which  each  Fund  may  invest  are  set  forth  in  the  Funds'
prospectuses.  The following  expands upon the  discussion  in the  prospectuses
regarding certain investments of the Funds.

Municipal Securities

         The Fund will  invest in  municipal  securities  determined  to present
minimal  credit  risk  and  which  are,  at the  time of  acquisition,  eligible
securities  pursuant to Rule 2a-7 under the 1940 Act, as amended.  The Fund will
also comply with the diversification  requirements  prescribed by Rule 2a-7. The
Fund, under normal circumstances, invests its assets so that at least 80% of its
annual  interest  income is  exempt  from  federal  income  tax  other  than the
alternative minimum tax.

         For the  purpose  of certain  requirements  under the 1940 Act and each
Fund's  various  investment  restrictions,  identification  of the "issuer" of a
municipal security depends on the terms and conditions of the security. When the
assets and revenues of a political  subdivision  are separate  from those of the
government  which created the subdivision and the security is backed only by the
assets and revenues of the  subdivision,  the subdivision  would be deemed to be
the sole issuer.  Similarly,  in the case of an industrial  development bond, if
that bond is backed  only by the assets  and  revenues  of the  non-governmental
user, then the non-governmental  user would be deemed to be the sole issuer. If,
however, in either case, the creating government or some other entity guarantees
the security, the guarantee would be considered a separate security and would be
treated as an issue of the government or other agency.

         Municipal bonds may be categorized as "general obligation" or "revenue"
bonds. General obligation bonds are secured by the issuer's pledge of its faith,
credit and taxing power for the payment of principal and interest. Revenue bonds
are secured by the net revenue  derived from a  particular  facility or group of
facilities  or, in some cases,  the  proceeds  of a special  excise tax or other
specific  revenue  source,  but  not by the  general  taxing  power.  Industrial
development  bonds are, in most cases,  revenue bonds and do not generally carry
the pledge of the credit of the issuing municipality or public authority.

Municipal Notes

         Municipal  notes  include,  but are not  limited  to, tax  anticipation
notes, bond anticipation notes,  revenue  anticipation notes,  construction loan
notes and project  notes.  Notes sold as interim  financing in  anticipation  of
collection of taxes, a bond sale or receipt of other revenue are usually general
obligations of the issuer. Project notes are issued by local housing authorities
to finance urban renewal and public housing projects and are secured by the full
faith and credit of the U.S.
government.


                                                       24465

                                                         5

<PAGE>




Municipal Commercial Paper

         Municipal  commercial  paper is  issued  to  finance  seasonal  working
capital needs or as short-term financing in anticipation of longer-term debt. It
is paid from the general  revenues of the issuer or refinanced  with  additional
issuances of commercial paper or long-term debt.

Municipal Leases

         Municipal leases,  which may take the form of a lease or an installment
purchase or conditional sale contract, are issued by state and local governments
and  authorities to acquire a wide variety of equipment and  facilities  such as
fire and  sanitation  vehicles,  telecommunications  equipment and other capital
assets.  Municipal leases frequently have special risks not normally  associated
with general  obligation or revenue bonds.  Leases and installment  purchases or
conditional sale contracts (which normally provide for title to the leased asset
to pass  eventually  to the  government  issuer)  have  evolved  as a means  for
governmental  issuers to acquire  property  and  equipment  without  meeting the
constitutional  and  statutory  requirements  for  the  issuance  of  debt.  The
debt-issuance limitations of many state constitutions and statutes are deemed to
be  inapplicable  because  of the  inclusion  in many  leases  or  contracts  of
"non-appropriation"  clauses that provide  that the  governmental  issuer has no
obligation to make future  payments under the lease or contract  unless money is
appropriated for such purpose by the appropriate legislative body on a yearly or
other periodic basis. These types of municipal leases may be considered illiquid
and subject to the 10%  limitation on  investments  in illiquid  securities  set
forth under "Illiquid and Restricted  Securities" contained herein. The Board of
Trustees of the Trust under which each Fund  operates may adopt  guidelines  and
delegate to the Advisor (as defined below) the daily function of determining and
monitoring the liquidity of municipal leases. In making such determination,  the
Board and the Advisor may consider  such factors as the  frequency of trades for
the  obligations,  the  number  of  dealers  willing  to  purchase  or sell  the
obligations,  the  number  of  other  potential  buyers  and the  nature  of the
marketplace  for the  obligations,  including  the time needed to dispose of the
obligations and the method of soliciting  offers.  If the Board  determines that
any  municipal  leases  are  illiquid,  such  leases  will be subject to the 10%
limitation on investments in illiquid securities.

         As described in each Fund's  prospectus,  each Fund may,  under limited
circumstances,  elect to invest in certain  taxable  securities  and  repurchase
agreements with respect to those  securities.  A Fund will enter into repurchase
agreements  only with  broker-dealers,  domestic  banks or recognized  financial
institutions which, in the opinion of the Fund's Advisor, present minimal credit
risks.  In the event of default by the seller  under a repurchase  agreement,  a
Fund may have problems in exercising its rights to the underlying securities and
may incur costs and experience time delays in connection with the disposition of
such  securities.  The Fund's  Advisor will monitor the value of the  underlying
security at the time the transaction is entered into and at all times during the
term of the repurchase agreement to ensure that the value of the security always
equals or exceeds the agreed upon repurchase price. Repurchase agreements may be
considered  to be loans  under the 1940 Act,  collateralized  by the  underlying
securities.

Securities With Put Rights (Or "Stand-by Commitments")

         When a Fund purchases municipal  obligations it may obtain the right to
resell  them,  or "put"  them,  to the  seller (a  broker-dealer  or bank) at an
agreed-upon  price within a specific  period prior to their  maturity  date. The
Fund  does not  limit the  percentage  of its  assets  that may be  invested  in
securities with put rights.


24465
                                                         6

<PAGE>



         The amount  payable to a Fund by the seller upon its  exercise of a put
will normally be (i) the Fund's  acquisition  cost of the securities  (excluding
any  accrued  interest  which  the  Fund  paid on their  acquisition),  less any
amortized  market  premium plus any amortized  market or original issue discount
during the period the Fund owned the securities,  plus (ii) all interest accrued
on the  securities  since the last  interest  payment date during the period the
securities  were  owned by the Fund.  Absent  unusual  circumstances,  each Fund
values the  underlying  securities at their  amortized  cost.  Accordingly,  the
amount payable by a  broker-dealer  or bank during the time a put is exercisable
will be substantially the same as the value of the underlying securities.

Investment Company Securities

         Securities of other  investment  companies may be acquired by a Fund to
the  extent  permitted  under  the 1940  Act.  These  limits  require  that,  as
determined  immediately  after a  purchase  is made,  (i) not more  than 5% of a
Fund's total  assets will be invested in the  securities  of any one  investment
company,  (ii)  not more  than 10% of the  value  of its  total  assets  will be
invested in the aggregate in securities of investment  companies as a group, and
(iii) not more than 3% of the  outstanding  voting  stock of any one  investment
company will be owned by a Fund. As a shareholder of another investment company,
a Fund would bear,  along with other  shareholders,  its pro rata portion of the
other investment  company's  expenses,  including  advisory fees. These expenses
would be in  addition to the  advisory  and other  expenses  that the Fund bears
directly in connection with its own operations.  However,  a Fund may invest all
of  its  investable  assets  in  securities  of  a  single  open-end  management
investment   company  with   substantially   the  same  fundamental   investment
objectives, polices and limitations as the Fund.

Repurchase Agreements

         A Fund may enter into  repurchase  agreements  with  entities  that are
registered U.S.  government  securities  dealers,  including member banks of the
Federal Reserve System having at least $1 billion in assets,  primary dealers in
U.S.  government  securities  or other  financial  institutions  believed by the
Fund's  Advisor to be  creditworthy.  A repurchase  agreement is an agreement by
which a person (e.g., a Fund) obtains a security and  simultaneously  commits to
return the security to the seller (a member bank of the Federal  Reserve  System
or recognized  securities  dealer) at an agreed upon price (including  principal
and  interest) on an agreed upon date within a number of days  (usually not more
than seven) from the date of purchase.  The resale  price  reflects the purchase
price plus an agreed  upon market rate of  interest  which is  unrelated  to the
coupon rate or maturity  of the  underlying  security.  A  repurchase  agreement
involves  the  obligation  of the seller to pay the  agreed  upon  price,  which
obligation is in effect secured by the value of the underlying security.

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



24465
                                                         7

<PAGE>



Reverse Repurchase Agreements

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

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

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

Illiquid and Restricted Securities

         A Fund may not  invest  more than 10% of its net  assets in  securities
that are illiquid.  A security is illiquid  when a Fund cannot  dispose of it in
the ordinary course of business within seven days at approximately  the value at
which the Fund has the investment on its books.

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

Short Sales

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

                           MANAGEMENT OF THE TRUST

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

24465
                                                         8

<PAGE>
<TABLE>
<CAPTION>




<S>                                  <C>                             <C> 
Name                                 Position with Trust             Principal Occupations for Last Five Years
- -------------------------------      --------------------------      -------------------------------------------------------------
Laurence B. Ashkin                   Trustee                         Real estate developer and construction consultant;
(DOB: 2/2/28)                                                        and President of Centrum Equities and Centrum
                                                                     Properties, Inc.
Charles A. Austin III                Trustee                         Investment Counselor to Appleton Partners, Inc.;
(DOB: 10/23/34)                                                      former Director, Executive Vice President and Treasurer,
                                                                     State Street Research & Management Company (investment advice);
                                                                     Director, The Andover Companies (Insurance); and Trustee,
                                                                     Arthritis Foundation of New England.
K. Dun Gifford                       Trustee                         Trustee, Treasurer and Chairman of the Finance Committee, 
                                                                     Cambridge College; Chairman Emeritus and Director, American
                                                                     Institute of Food and Wine; Chairman and President, Oldways
                                                                     Preservation and Exchange Trust (education); former Chairman
                                                                     of  the  Board, Director, and Executive Vice President,
                                                                     The  London Harness  Company; former Managing Partner,
                                                                     Roscommon Capital Corp.; former Chief Executive Officer,
                                                                     Gifford Gifts of Fine Foods; and former Chairman, Gifford,
                                                                     Drescher  & Associates (environmental consulting).
James S. Howell                      Chairman of the                 Former Chairman of the Distribution Foundation for
(DOB: 8/13/24)                       Board of  Trustees              the Carolinas; and former Vice President of Lance
                                                                     Inc. (food manufacturing).
Leroy Keith, Jr.                     Trustee                         Chairman of the Board and Chief Executive Officer, Carson
                                                                     Products Company; Director of Phoenix Total Return Fund and
                                                                     Equifax, Inc.; Trustee of Phoenix Series Fund, Phoenix
                                                                     Multi-Portfolio Fund, and The Phoenix Big Edge Series Fund;
                                                                     and former President, Morehouse College.
Gerald M. McDonnell                  Trustee                         Sales Representative with Nucor-Yamoto, Inc.
(DOB: 7/14/39)                                                       (steel producer).
Thomas L. McVerry                    Trustee                         Former Vice President and Director of Rexham
(DOB: 8/2/39)                                                        Corporation; and former Director of Carolina
                                                                     Cooperative Federal Credit Union.
William Walt Pettit                  Trustee                         Partner in the law firm of William Walt Pettit, P.A.
(DOB: 8/26/55)
David M. Richardson                  Trustee                         Vice Chair and former Executive Vice President,
(DOB: 9/14/41)                                                       DHR International, Inc. (executive recruitment);
                                                                     former Senior Vice President, Boyden International
                                                                     Inc. (executive recruitment); and Director,
                                                                     Commerce and Industry Association of New
                                                                     Jersey, 411 International, Inc., and J&M Cumming
                                                                     Paper Co.


24465
                                                         9

<PAGE>



Name                                 Position with Trust             Principal Occupations for Last Five Years
- -------------------------------      --------------------------      -------------------------------------------------------------
Russell A. Salton, III MD            Trustee                         Medical Director, U.S. Health Care/Aetna Health
(DOB: 6/2/47)                                                        Services; former Managed Health Care Consultant;
                                                                     and former President, Primary Physician Care.
Michael S. Scofield                  Trustee                         Attorney, Law Offices of Michael S. Scofield.
(DOB: 2/20/43)
Richard J. Shima                     Trustee                         Former Chairman, Environmental Warranty, Inc.
(DOB: 8/11/39)                                                       (insurance agency); Executive Consultant, Drake
                                                                     Beam Morin, Inc.(executive outplacement); Director of
                                                                     Connecticut Natural Gas Corporation, Hartford Hospital,
                                                                     Old State House Association, Middlesex Mutual Assurance
                                                                     Company, and Enhance Financial Services, Inc.; Chairman,
                                                                     Board of Trustees, Hartford Graduate Center; Trustee, Greater
                                                                     Hartford YMCA; former Director, Vice Chairman and Chief
                                                                     Investment Officer, The Travelers Corporation; former
                                                                     Trustee, Kingswood-Oxford School; and former Managing
                                                                     Director and Consultant, Russell Miller, Inc.
William J. Tomko*                    President and                   Senior Vice President and Operations Executive,
(DOB:8/30/58)                        Treasurer                       BISYS Fund Services.

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

Bryan Haft*                          Vice President                  Team Leader, Fund Administration, BISYS Fund
(DOB: 1/23/65)                                                       Services.
Michael H. Koonce**                  Secretary                       Senior Vice President and Assistant General
(DOB: 4/20/60)                                                       Counsel, First Union Corporation; former Senior
                                                                     Vice President and General Counsel, Colonial
                                                                     Management Associates, Inc.
Maureen E. Towle**                   Assistant Secretary             Vice President and Counsel, First Union
(DOB: 4/2/66)                                                        Corporation; former Senior Paralegal, First Union
                                                                     Corporation; and former Paralegal, Keystone
                                                                     Investments, Inc.
Sally E. Ganem**                     Assistant Secretary             Vice President and Counsel, First Union
(DOB: 11/19/66)                                                      Corporation; former Compliance Officer, State
                                                                     Street Bank; and former First Line Manager, State Street Bank.
</TABLE>

24465
                                                        10

<PAGE>

<TABLE>
<CAPTION>



<S>                                  <C>                             <C>  
Name                                 Position with Trust             Principal Occupations for Last Five Years
- -------------------------------      --------------------------      -------------------------------------------------------------
Catherine F. Foley**                 Assistant Secretary             Vice President and Counsel, First Union
(DOB: 3/11/69)                                                       Corporation; former Associate, Sullivan And
                                                                     Worcester, LLP; and former Legal Product
                                                                     Manager, Boston Company Advisors, Inc.
Beth K. Werths**                     Assistant Secretary             Vice President and Counsel, First Union
(DOB: 10/21/68)                                                      Corporation; former Associate, Drinker Biddle &
                                                                     Reath LLP; and  former Counsel, Harrison-Richards,
                                                                     Inc.
Beth F. Marino**                     Assistant Secretary             Senior Legal Product Manager, First Union
(DOB: 11/27/52)                                                      Corporation; and former Senior Paralegal, Putnam
                                                                     Investments, Inc.
</TABLE>

*Address: BISYS Fund Services, 3435 Stelzer Road, Columbus, Ohio 43219-8001
**Address: Evergreen Funds, 200 Berkeley Street, Boston, MA 02116

Trustee Compensation

         Listed below is the  compensation  paid to Trustees for the fiscal year
ended March 31, 1998.


                             Aggregate Compensation  Compensation from Trust
Trustee                          from the Funds         and Fund Complex
Laurence B. Ashkin                    $ 0                   $ 72,681
Charles A. Austin III                   0                   49,297(a)
K. Dun Gifford                          0                     46,061
James S. Howell                         0                   109,570(b)
Leroy Keith Jr.                         0                     46,461
Gerald M. McDonnell                     0                    94,500*
Thomas L. McVerry                       0                    96,805*
William Walt Pettit                     0                    86,613*
David M. Richardson                     0                     48,673
Russell A. Salton, III                  0                    95,031*
Michael S. Scofield                     0                     97,794
Richard J. Shima                        0                     67,325

(a) $7,395 of this amount payable in later years as deferred  compensation.
(b) $87,656 of this amount payable in later years as deferred compensation.
 *  Entire amount payable in later years as deferred compensation.

24465
                                                        11

<PAGE>



                           PRINCIPAL HOLDERS OF FUND SHARES

         As of the date of this SAI,  the  officers  and  Trustees  of the Trust
owned as a group less than 1% of the outstanding  Class A or Class Y shares,  as
applicable, of the Funds.

         As of the  same  date,  no  person,  to  the  Fund's  knowledge,  owned
beneficially  or of  record  more than 5% of a class of the  Funds'  outstanding
shares.

                       INVESTMENT ADVISORY AND OTHER SERVICES

INVESTMENT ADVISOR

         The  advisor  to  the  Funds  is the  Capital  Management  Group  ("the
Advisor") of First Union  National  Bank  ("FUNB"),  201 South  College  Street,
Charlotte, North Carolina 28288-0630. FUNB is entitled to receive from each Fund
an annual fee of 0.45% of the Fund's average daily net assets.

         The Advisor is a subsidiary of First Union Corporation ("First Union"),
a bank holding company  headquartered  at 301 South College  Street,  Charlotte,
North  Carolina  28288-0630.  First Union and its  subsidiaries  provide a broad
range of financial services to individuals and businesses  throughout the United
States.

INVESTMENT ADVISORY AGREEMENTS

         On  behalf  of  each  of its  Funds,  the  Trust  has  entered  into an
investment  advisory  agreement  with the Advisor (the  "Advisory  Agreements").
Under the Advisory  Agreements,  and subject to the  supervision  of the Trust's
Board of  Trustees,  the Advisor  furnishes  to the Funds  investment  advisory,
management and  administrative  services,  office  facilities,  and equipment in
connection with its services for managing the investment and reinvestment of the
Fund's assets.  The Advisor pays for all of the expenses  incurred in connection
with the provision of its services. Each Fund pays for all charges and expenses,
other  than  those  specifically  referred  to as being  borne  by the  Advisor,
including,  but  not  limited  to:  (1)  custodian  charges  and  expenses;  (2)
bookkeeping and auditors'  charges and expenses;  (3) transfer agent charges and
expenses;  (4) fees and expenses of Independent  Trustees  (Trustees who are not
interested  persons  of a Fund,  as  defined  in the 1940  Act);  (5)  brokerage
commissions, brokers' fees and expenses; (6) issue and transfer taxes; (7) costs
and expenses under the Distribution  Plan (as  applicable);  (8) taxes and trust
fees payable to governmental agencies; (9) the cost of share certificates;  (10)
fees and expenses of the  registration  and  qualification  of such Fund and its
shares with the SEC or under state or other  securities  laws;  (11) expenses of
preparing,  printing and mailing prospectuses,  SAIs, notices, reports and proxy
materials  to  shareholders  of the Fund;  (12)  expenses of  shareholders'  and
Trustees' meetings;  (13) charges and expenses of legal counsel for the Fund and
for the Independent Trustees of the Trust on matters relating to such Fund; (14)
charges and expenses of filing  annual and other  reports with the SEC and other
authorities; and (15) all extraordinary charges and expenses of such Fund.

         Each  Advisory  Agreement  continues  in effect  for two years from its
effective  date and,  thereafter,  from year to year only if  approved  at least
annually  by the Board of  Trustees  of the Trust or by a vote of a majority  of
each  Fund's  outstanding  shares.  In either  case,  the terms of the  Advisory
Agreement and continuance  thereof must be approved by the vote of a majority of
the  Independent  Trustees cast in person at a meeting called for the purpose of
voting on such approval.

24465
                                                        12

<PAGE>



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

Transactions among Advisory Affiliates

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

DISTRIBUTOR

     Evergreen  Distributor,  Inc. (the "Distributor") markets the Funds through
broker-dealers and other financial representatives. Its address is 125 West 55th
Street, New York, NY 10019.

DISTRIBUTION PLANS AND AGREEMENTS

         Distribution  fees are accrued daily and paid monthly on Class A shares
of each Fund. The fees are charged as class expenses, as accrued.

         The National  Association of Securities  Dealers,  Inc. ("NASD") limits
the amount that a mutual fund may pay annually in distribution costs for sale of
its shares and shareholder  service fees. The NASD limits annual expenditures to
1.00% of the  aggregate  average  daily net asset value of its shares,  of which
0.75%  may be used to pay such  distribution  costs and 0.25% may be used to pay
shareholder  service fees.  The NASD also limits the  aggregate  amount that the
Fund may pay for such distribution costs to 6.25% of gross share sales since the
inception of the  distribution  plan, plus interest at the prime rate plus 1.00%
on such amounts remaining unpaid from time to time.

         Under the Rule 12b-1  Distribution Plans that have been adopted by each
Fund with  respect to its Class A shares  (each a "Plan" and  collectively,  the
"Plans"),  the  Treasurer  of each Fund reports the amounts  expended  under the
Plans and the purposes for which such  expenditures were made to the Trustees of
the Trust for their review on a quarterly  basis.  Also, each Plan provides that
the selection and  nomination of the  Independent  Trustees are committed to the
discretion of such Independent Trustees then in office.

         Each Advisor may from time to time and from its own funds or such other
resources as may be permitted by rules of the SEC 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.

         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 the Trust or by vote
of the holders of a majority of the outstanding  voting securities of that class
and, in either case, by a majority of the Independent  Trustees of the Trust who
have no direct or indirect  financial  interest in the  operation of the Plan or
any agreement related thereto.

24465
                                                        13

<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 shares. The Plans are
designed to (i) stimulate  brokers to provide  distribution  and  administrative
support  services  to each  Fund and  holders  of such  class A shares  and (ii)
stimulate  administrators to render administrative  support services to the Fund
and holders of such class A 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  such Class A 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
shares.

         In the event that a Plan or Distribution Agreement is terminated or not
continued,  (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 the Trust or the  holders of the Fund's
outstanding voting  securities,  voting separately by class, and in either case,
by a majority of the  Independent  Trustees,  cast in person at a meeting called
for the  purpose  of  voting  on such  approval;  and any  Plan or  Distribution
Agreement  may not be amended in order to increase  materially  the costs that a
particular  class  of  shares  of 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  (i) 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 Independent Trustees, or
(ii) 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.

ADDITIONAL SERVICE PROVIDERS

Administrator

         Evergreen Investment Services,  Inc. ("EIS") serves as administrator to
the Funds  subject  to the  supervision  and  control  of the  Trust's  Board of
Trustees. EIS provides the Funds with facilities, equipment and personnel and is
entitled to receive a fee based on the aggregate average daily net assets of the
Funds at a rate based on the total  assets of all mutual funds  administered  by
EIS for which any affiliate of FUNB serves as investment  advisor.  The fee paid
to EIS is calculated in accordance  with the following  schedule:  0.050% on the
first $7 billion;  0.035% on the next $3 billion; 0.030% on the next $5 billion;
0.020% on the next $10  billion;  0.015% on the next $5  billion  and  0.010% on
assets in excess of $30 billion.



24465
                                                        14

<PAGE>



Transfer Agent

         Evergreen Service Company ("ESC"),  a subsidiary of First Union, is the
Funds'  transfer  agent.  The  transfer  agent issues and redeems  shares,  pays
dividends  and  performs  other duties in  connection  with the  maintenance  of
shareholder  accounts.  The transfer  agent's  address is 200  Berkeley  Street,
Boston, Massachusetts 02116.

Independent Auditors/Accountants

         KPMG Peat  Marwick LLP, 99 High Street,  Boston,  Massachusetts  02110,
audits the financial statements of the Funds.

Custodian

         State Street Bank and Trust Company is the Funds'  custodian.  The bank
keeps  custody of each Fund's  securities  and cash and performs  other  related
duties. The custodian's address is P.O. Box 9021, Boston, Massachusetts 
02205-9827.

Legal Counsel

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

                                                     BROKERAGE

SELECTION OF BROKERS

         In effecting  transactions  in portfolio  securities for each Fund, the
Advisor seeks the best  execution of orders at the most  favorable  prices.  The
Advisor  determines  whether a broker has provided each Fund with best execution
and price in the  execution of a securities  transaction  by  evaluating,  among
other things,  the broker's  ability to execute large or  potentially  difficult
transactions, and the financial strength and stability of the broker.

BROKERAGE COMMISSIONS

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

GENERAL BROKERAGE POLICIES

         The Advisor makes investment decisions for each Fund independently from
those of its other clients. It may frequently develop, however, that the Advisor
will make the same investment

24465
                                                        15

<PAGE>



decision for more than one client. Simultaneous transactions are inevitable when
the same  security is suitable  for the  investment  objective  of more than one
account.  When two or more of its clients are engaged in the purchase or sale of
the same  security,  the Advisor will allocate the  transactions  according to a
formula that is equitable to each of its clients.  Although, in some cases, this
system  could  have a  detrimental  effect  on the  price or  volume of a Fund's
securities, each Fund believes that in other cases its ability to participate in
volume  transactions will produce better executions.  In order to take advantage
of the  availability  of lower  purchase  prices,  the  Funds  may  occasionally
participate  in group bidding for the direct  purchase from an issuer of certain
securities.

         The  Board of  Trustees  periodically  reviews  each  Fund's  brokerage
policy. Because of the possibility of further regulatory  developments affecting
the  securities  exchanges  and  brokerage  practices  generally,  the  Board of
Trustees may change, modify or eliminate any of the foregoing practices.

                             TRUST ORGANIZATION

FORM OF ORGANIZATION

         Each Fund is a series of an  open-end  management  investment  company,
known as Evergreen  Money Market Trust (the "Trust").  The Trust was formed as a
Delaware business trust under an Agreement and Declaration of Trust on September
18, 1997 (the "Declaration of Trust").  A copy of the Declaration of Trust is on
file at the SEC as an exhibit to the Trust's  Registration  Statement,  of which
this SAI is a part.  This  summary is  qualified in its entirety by reference to
the Declaration of Trust.

DESCRIPTION OF SHARES

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

VOTING RIGHTS

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



24465
                                                        16

<PAGE>



         After the initial meeting as described  above,  no further  meetings of
shareholders for the purpose of electing  Trustees will be held, unless required
by law,  unless  and until  such time as less than a  majority  of the  Trustees
holding  office have been elected by  shareholders,  at which time, the Trustees
then in office will call a shareholders' meeting for the election of Trustees.

LIMITATION OF TRUSTEES' LIABILITY

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

                  PURCHASE, REDEMPTION AND PRICING OF SHARES

HOW THE FUNDS OFFER SHARES TO THE PUBLIC

         You may buy shares of a Fund  through the  Distributor,  broker-dealers
that have entered into special  agreements with the Distributor or certain other
financial  institutions.  Each Fund  offers two  classes of shares,  that differ
primarily with respect to sales charges and  distribution  fees.  Depending upon
the class of shares,  you may pay a a 12b-1 fee when you buy Class A shares,  or
no sales charges at all.

PURCHASE ALTERNATIVES

         Class A Shares

         Each Fund offers  Class A shares at net asset value  without an initial
sales charge.  However,  certain broker-dealers and other financial institutions
may impose a fee in connection with Class A purchases of the Funds.

         Class Y Shares

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

EXCHANGES

         Investors may exchange shares of a Fund for shares of the same class of
any other Evergreen fund, as described under the section entitled "Exchanges" in
a Fund's prospectus. Before you make an exchange, you should read the prospectus
of the  Evergreen  fund into which you want to  exchange.  The Trust's  Board of
Trustees  reserves  the  right  to  discontinue,  alter or  limit  the  exchange
privilege at any time.



24465
                                                        17

<PAGE>



CALCULATION OF NET ASSET VALUE PER SHARE ("NAV")

         Each Fund  computes its NAV twice daily on Monday  through  Friday,  as
described  in the  prospectus.  A Fund will not  compute  its NAV on the day the
following  legal holidays are observed:  New Year's Day, Martin Luther King, Jr.
Day,  Presidents' Day, Good Friday,  Memorial Day,  Independence Day, Labor Day,
Thanksgiving Day and Christmas Day.

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

VALUATION OF PORTFOLIO SECURITIES

         The  securities in a Fund's  portfolio are valued on an amortized  cost
basis.  Under this method of  valuation,  a security  is intially  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  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.

SHAREHOLDER SERVICES

         As described in the prospectus,  a shareholder may elect to receive his
or her  dividends  and capital  gains  distributions  in cash instead of shares.
However, ESC will automatically  convert a shareholder's  distribution option so
that the  shareholder  reinvests all dividends and  distributions  in additional
shares  when it learns  that the postal or other  delivery  service is unable to
deliver  checks or transaction  confirmations  to the  shareholder's  address of
record. The Funds will hold the returned  distribution or redemption proceeds in
a non  interest-bearing  account in the shareholder's name until the shareholder
updates his or her address.  No interest will accrue on amounts  represented  by
uncashed distribution or redemption checks.

                             PRINCIPAL UNDERWRITER

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

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



24465
                                                        18

<PAGE>



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

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

         The  Underwriting  Agreement  provides that it will remain in effect as
long as its terms  and  continuance  are  approved  annually  (i) by a vote of a
majority of the Trust's Independent Trustees,  and (ii) by vote of a majority of
the Trust's Trustees,  in each case, cast in person at a meeting called for that
purpose.

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

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

                          ADDITIONAL TAX INFORMATION

REQUIREMENTS FOR QUALIFICATION AS A REGULATED
INVESTMENT COMPANY

         The Funds intend to qualify for and elect the tax treatment  applicable
to a RIC under  Subchapter M of the Code. (Such  qualification  does not involve
supervision  of management  or investment  practices or policies by the Internal
Revenue Service.) In order to qualify as a RIC, a Fund must, among other things,
(i) derive at least 90% of its gross income from dividends,  interest,  payments
with respect to proceeds  from  securities  loans,  gains from the sale or other
disposition  of securities  or foreign  currencies  and other income  (including
gains from options,  futures or forward  contracts)  derived with respect to its
business of investing in such  securities;  and (ii)  diversify  its holdings so
that,  at the end of each quarter of its taxable  year,  (a) at least 50% of the
market value of a 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 a Fund's  total assets and 10% of the  outstanding
voting securities of such issuer,  and (b) not more than 25% of the value of its
total assets is invested in the  securities  of any one issuer  (other than U.S.
government  securities and securities of other regulated investment  companies).
By so  qualifying,  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

24465
                                                        19

<PAGE>



does not meet  certain  distribution  requirements  by the end of each  calendar
year. Each Fund anticipates meeting such distribution requirements.

TAXES ON DISTRIBUTIONS

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

         To  calculate   ordinary   income  for  federal  income  tax  purposes,
shareholders  must  generally  include  dividends  paid  by the  Fund  from  its
investment  company  taxable  income (net  investment  income plus net  realized
short-term capital gains, if any). Since none of a Fund's income will consist of
corporate  dividends,  no  distributions  will  qualify  for the  70%  corporate
dividends received deduction.

         From  time to time,  each Fund will  distribute  the  excess of its net
long-term capital gains over its short-term capital losses to shareholders.  For
federal  tax  purposes,   shareholders  must  include  such  distributions  when
calculating   their  long-term   capital  gains.   Each  Fund  will  inform  its
shareholders  of the portion if any of a  long-term  capital  gain  distribution
which is  subject  to tax at the  maximum  20% rate and the  portion if any of a
long-term capital gain  distribution  which is subject to tax at the maximum 20%
rate.  Distributions  of  long-term  capital  gains  are  taxable  as  such to a
shareholder, no matter how long the shareholder has held the 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 advisor 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 certain redemption  proceeds paid
to them by the Fund. If the  withholding  provisions  are  applicable,  any such
dividends or capital gain distributions to these shareholders,  whether taken in
cash or reinvested in additional  shares,  and any  redemption  proceeds will be
reduced by the amounts  required to be withheld.  Investors  may wish to consult
their  own tax  advisors  about  the  applicability  of the  backup  withholding
provisions.

OTHER TAX CONSIDERATIONS

     The foregoing  discussion  relates solely to U.S. federal income tax law as
applicable to U.S. persons (i.e.,  U.S. citizens and residents and U.S. domestic
corporations, partnerships, trusts and estates). It does not reflect the special
tax  consequences  to  certain  taxpayers  (e.g.,  banks,  insurance  companies,
tax-exempt  organizations and foreign  persons).  Shareholders are encouraged to
consult their own tax advisors regarding specific questions relating to federal,
state  and local  tax  consequences  of  investing  in  shares  of a Fund.  Each
shareholder  who is not a U.S.  person  should  consult  his or her tax  advisor
regarding  the U.S.  and foreign tax  consequences  of  ownership of shares of a
Fund, including the possibility that such a shareholder may be subject to a U.S.
withholding  tax at a rate of 30% (or at a lower  rate  under a tax  treaty)  on
amounts treated as income from U.S. sources under the Code.


24465
                                                        20

<PAGE>



                                 PERFORMANCE

CURRENT, EFFECTIVE AND TAX-EQUIVALENT YIELDS

         Each Fund 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  (shown as
"beginning account value" in the formula below),  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:

         Current Yield = Beginning Account Value x 365/7

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

         Each Fund may also quote a "tax-equivalent  yield" from time to time, a
tax-equivalent  yield is calculated,  reflecting the rate an investor would need
to earn from a fully  taxable  investment  to equal  the  yield  the Fund  would
provide after federal taxes. The following formula is used:

         Tax-Equivalent Yield =  Effective Yield
                                 ----------------------------
                                 1 - Federal Tax Rate


         Yield  fluctuations  may  reflect  changes in a Fund's  net  investment
income. Portfolio changes resulting from net purchases or net redemptions of the
Fund's  shares may also affect the yield.  Accordingly,  a Fund's yield may vary
from  day  to  day.  The  yield  stated  for a  particular  past  period  is not
necessarily  representative  of its  future  yield.  Since  each  Fund  uses the
amortized cost method of net asset value computation, it does not anticipate any
change  in yield  resulting  from  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 (1) the kind and quality of the  instruments a Fund holds,  (2)
portfolio maturity, (3) operating expenses and (4) market conditions.

         In periods of declining interest rates, yields will tend to be somewhat
higher than prevailing market rates. In periods of rising interest rates, 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.


24465
                                                        21

<PAGE>



                               ADDITIONAL INFORMATION

         Except as otherwise  stated in its  prospectus or required by law, each
Fund  reserves  the  right to  change  the  terms  of the  offer  stated  in its
prospectus without shareholder approval, including the right to impose or change
fees for services provided.

         No  dealer,  salesman  or  other  person  is  authorized  to  give  any
information or to make any  representation not contained in a Fund's prospectus,
SAI or in supplemental  sales literature issued by such Fund or the Distributor,
and no person is  entitled  to rely on any  information  or  representation  not
contained therein.

         Each Fund's  prospectus and SAI omit certain  information  contained in
the Trust's registration statement,  which you may obtain for a fee from the SEC
in Washington, D.C.


24465
                                                        22

<PAGE>



                                   APPENDIX A

DESCRIPTION OF BOND RATINGS

Standard & Poor's Rating Services ("S&P").

         An S&P  corporate or municipal  bond rating is a current  assessment of
the creditworthiness of an obligor with respect to a specific  obligation.  This
assessment of credit  worthiness  may take into  consideration  obligors such as
guarantors,  insurers or lessees.  The debt  rating is not a  recommendation  to
purchase, sell or hold a security,  inasmuch as it does not comment as to market
price or suitability for a particular investor.

         The ratings are based on current  information  furnished  to S&P by the
issuer or obtained by S&P from other sources it considers reliable. S&P does not
perform any audit in connection  with the ratings and may, on occasion,  rely on
unaudited  financial  information.  The  ratings may be  changed,  suspended  or
withdrawn as a result of changes in or unavailability  of such  information,  or
due to other circumstances.

         The  ratings  are  based,   in  varying   degrees,   on  the  following
considerations:

         1.  Likelihood of  default-capacity  and  willingness of the obligor to
make timely  payment of interest and repayment of principal in  accordance  with
the terms of the obligation.

         2. Nature of and provisions of the obligation.

         3. Protection  afforded by, and relative position of, the obligation in
the event of bankruptcy,  reorganization  or their arrangement under the laws of
bankruptcy and other laws affecting creditors' rights.

AAA - This  is the  highest  rating  assigned  by S&P to a debt  obligation  and
indicates an extremely strong capacity to pay interest and repay any principal.

AA - Debt rated AA also qualifies as high quality debt obligations.  Capacity to
pay interest and repay principal is very strong and in the majority of instances
it differs from AAA issues only in small degree.

A - Debt  rated A has a strong  capacity  to pay  interest  and repay  principal
although it is somewhat more  susceptible  to the adverse  effects of changes in
circumstances and economic conditions than debt in higher rated categories.

BBB - Debt rated BBB is regarded as having an adequate  capacity to pay interest
and repay principal. Whereas it normally exhibits protection parameters, adverse
economic  conditions  or  changing  circumstances  are more  likely to lead to a
weakened  capacity to pay interest and repay principal for debt in this category
than in higher rated categories.

BB, B, CCC, CC, C - Debt rated BB, B, CCC, CC and C is  regarded,  on a balance,
as predominantly  speculative with respect to capacity to pay interest and repay
principal in accordance with the terms of the obligation.



24465
                                                        A-1

<PAGE>



BB  indicates  the lowest  degree of  speculation  and C the  highest  degree of
speculation.  While  such debt will  likely  have some  quality  and  protective
characteristics,  these are  outweighed  by large  uncertainties  or major  risk
exposures to adverse conditions.

BB - Debt  rated BB has less  near-term  vulnerability  to  default  than  other
speculative issues. However, it faces major ongoing uncertainties or exposure to
adverse  business,  financial,  or  economic  conditions  which  could  lead  to
inadequate  capacity to meet timely  interest  and  principal  payments.  The BB
rating  category  is also  used for debt  subordinated  to  senior  debt that is
assigned an actual or implied BBB - rating.

B - Debt rated B has  greater  vulnerability  to default but  currently  has the
capacity to meet interest payments and principal  repayments.  Adverse business,
financial,  or economic conditions will likely impair capacity or willingness to
pay interest and repay  principal.  The B rating  category is also used for debt
subordinated  to senior  debt that is  assigned  an actual or  implied BB or BB-
rating.

CCC - Debt rated CCC has a currently  indefinable  vulnerability to default, and
is dependent upon favorable business,  financial and economic conditions to meet
timely  payment of interest and repayment of principal.  In the event of adverse
business,  financial  or  economic  conditions,  it is not  likely  to have  the
capacity to pay interest and repay  principal.  The CCC rating  category is also
used for debt  subordinated to senior debt that is assigned an actual or implied
B or B- rating.

CC - The rating CC is typically applied to debt subordinated to senior debt that
is assigned an actual or implied CCC rating.

C - The rating C is typically  applied to debt subordinated to senior debt which
is assigned an actual or implied CCC- debt  rating.  The C rating may be used to
cover a situation where a bankruptcy  petition has been filed,  but debt service
payments are continued.

C1 - The rating C1 is  reserved  for income  bonds on which no interest is being
paid.

D - Debt rated D is in payment  default.  It is used when  interest  payments or
principal  payments  are not made on a due  date  even if the  applicable  grace
period has not expired,  unless S&P  believes  that such  payments  will be made
during such grace  periods;  it will also be used upon a filing of a  bankruptcy
petition if debt service payments are jeopardized.

Plus (+) or Minus (-) - To provide more detailed  indications of credit quality,
the ratings  from AA to CCC may be  modified by the  addition of a plus or minus
sign to show relative standing within the major rating categories.

NR -  indicates  that no  public  rating  has  been  requested,  that  there  is
insufficient  information on which to base a rating, or that S&P does not rate a
particular type of obligation as a matter of policy. Debt obligations of issuers
outside  the United  States and its  territories  are rated on the same basis as
domestic   corporate   and   municipal   issues.   The   ratings   measure   the
creditworthiness  of the obligor but do not take into account currency  exchange
and related uncertainties.

Bond Investment  Quality  Standards:  Under present  commercial bank regulations
issued  by the  Comptroller  of the  Currency,  bonds  rated  in  the  top  four
categories  (AAA, AA, A and BBB,  commonly known as "Investment  Grade" ratings)
are generally regarded as eligible for bank investment.  In addition,  the Legal
Investment  Laws of various states may impose certain rating or other  standards
for  obligations  eligible for  investment by savings  banks,  trust  companies,
insurance companies and fiduciaries generally.


24465
                                                        A-2

<PAGE>



Moody's Investors Service, Inc. ("Moody's").

         A brief description of the applicable  Moody's rating symbols and their
meanings follows:

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

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

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

Baa - Bonds  which are rated Baa are  considered  as medium  grade  obligations,
i.e., they are neither highly  protected nor poorly secured.  Interest  payments
and principal  security appear  adequate for the present but certain  protective
elements may be lacking or may be  characteristically  unreliable over any great
length of time. Some bonds lack outstanding  investment  characteristics  and in
fact have  speculative  characteristics  as well.  NOTE:  Bonds within the above
categories which possess the strongest  investment  attributes are designated by
the symbol "1" following the rating.

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

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

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

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

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

Duff & Phelps, Inc.: 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 credit within
those rating

24465
                                                        A-3

<PAGE>



categories.

Fitch IBCA,  Inc.: AAA - highest credit quality,  with an  exceptionally  strong
ability to pay interest and repay principal; AA - very high credit quality, with
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 circumstances.
The indicators "+" and "-" to the AA, A and BBB categories indicate the relative
position of credit within those rating categories.

DESCRIPTION OF MUNICIPAL NOTE RATINGS

         An S&P note rating  reflects the  liquidity  concerns and market access
risks  unique to notes.  Notes due in three years or less will likely  receive a
note  rating.  Notes  maturing  beyond  three years will most  likely  receive a
long-term  debt  rating.  The  following  criteria  will be used in making  that
assessment.

o  Amortization  schedule  (the  larger  the final  maturity  relative  to other
maturities the more likely it will be treated as a note).

o Source of  Payment  (the more  dependent  the issue is on the  market  for its
refinancing,  the more likely it will be treated as a note.) Note rating symbols
are as follows:

o SP-1 Very  strong or strong  capacity to pay  principal  and  interest.  Those
issues determined to possess overwhelming safety characteristics will be given a
plus (+) designation.

o SP-2 Satisfactory capacity to pay principal and interest.

o SP-3 Speculative capacity to pay principal and interest.

Moody's  Short-Term  Loan  Ratings -  Moody's  ratings  for state and  municipal
short-term  obligations will be designated  Moody's Investment Grade (MIG). This
distinction is in recognition of the differences  between short-term credit risk
and  long-term  risk.  Factors  affecting  the  liquidity  of the  borrower  are
uppermost in importance in short-term borrowing,  while various factors of major
importance in bond risk are of lesser importance over the short run.

Rating symbols and their meanings follow:

o MIG 1 - This  designation  denotes  best  quality.  There  is  present  strong
protection by established cash flows, superior liquidity support or demonstrated
broad-based access to the market for refinancing.

o MIG 2 - This designation denotes high quality. Margins of protection are ample
although not so large as in the preceding group.

o MIG 3 - This designation denotes favorable quality.  All security elements are
accounted  for but this is lacking  the  undeniable  strength  of the  preceding
grades.  Liquidity and cash flow  protection may be narrow and market access for
refinancing is likely to be less well established.

o MIG  4 -  This  designation  denotes  adequate  quality.  Protection  commonly
regarded as  required of an  investment  security  is present and  although  not
distinctly or predominantly speculative, there is specific risk.

24465
                                                        A-4

<PAGE>



COMMERCIAL PAPER RATINGS

Moody's:   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.

S&P: "A" is the highest  commercial paper rating category utilized by S&P, which
uses the  numbers  1+, 1, 2 and 3 to denote  relative  strength  within  its "A"
classification.

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

Fitch IBCA, Inc.: F-1+ -- denotes  exceptionally  strong credit quality given to
issues regarded as having the strongest  degree of assurance for timely payment;
F-1 -- very strong,  with only a 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.

24465
                                                        A-5

<PAGE>



                               APPENDIX B

RISK FACTORS RELATED TO INVESTMENTS IN FLORIDA AND NEW
JERSEY ISSUERS

EVERGREEN FLORIDA MUNICIPAL MONEY MARKET FUND

         The  performance  of  the  Florida   Municipal  Money  Market  Fund  is
susceptible to various  statutory,  political and economic factors unique to the
State of Florida.  The information  summarized  below describes some of the more
significant  factors  that could affect the ability of the bond issuers to repay
interest and principal on securities  acquired by the Fund. Such  information is
derived  from  various  public  sources all of which are  available to investors
generally and which the Fund believes to be accurate.

State Economy

         General.  Florida is the nation's  fourth most  populous  state with an
estimated  population of 14,400,000 as of April 1, 1996.  Only  California,  New
York and Texas have populations larger than Florida. The State's population grew
from  6,800,000 in 1970 to 12,900,000 in 1990 and to an estimated  14,400,000 in
1996.  This  represents  an  11.4%  growth  since  the  1990  Census.  Florida's
population  is  primarily  an urban  population  with  approximately  85% of its
population  located in urbanized  areas.  The  University of Florida,  Bureau of
Economic  and  Business  Research  projects  Florida's  population  will  exceed
17,800,000 by April 1, 2010.

         Economic Condition and Outlook.  The current Florida Economic Consensus
Estimating  Conference  (February  28,  1997)  forecast  shows that the  Florida
economy is expected to grow at a moderate  pace along with the nation,  but will
continue  to  outperform  the U.S.  as a whole as a result of  relatively  rapid
population  growth.  Total non-farm  employment is expected to increase 2.8% for
fiscal year ("FY")  1997-98  fiscal year which began July 1, 1997. By the end of
1997-98,  non-farm  employment  is expected to reach an average of 6.5  million.
Trade and service  employment,  the two largest  sectors,  account for more than
half of total non-farm employment.  Florida's unemployment rate is forecasted at
5.1% for  1997,  then to rise to 5.2% in 1998 and  5.3% in  1999.  Payrolls  are
projected to increase 3.2% for 1997-98, 2.7% for 1998-99 and 2.5% for 1999-2000.

         Tourism is an important  element of Florida's economy and the number of
out-of-state  visitors grew 5.2% during 1996,  surpassing the 43 million visitor
count for the first time. 1997 estimates  project an increase of 1.7% or 720,000
visitors over 1996's record level.

Florida's Budget Process

         Balanced Budget Requirement.  Florida's constitution requires an annual
balanced budget. In addition,  the constitution  requires a Budget Stabilization
Fund  equal  to 4% of  the  last  fully  completed  fiscal  year's  net  revenue
collections  for  the  General  Revenue  Fund  for  FY  1997-1998  and 5% for FY
1998-1999 and thereafter.

     State  Revenue  Limitations.  On November 8, 1994,  the citizens of Florida
enacted a  Constitutional  Amendment on state revenue.  This amendment  provides
that the rate of growth in state  revenues is limited to no more than the growth
rate in Florida personal income. Revenue

24465
                                                        B-1

<PAGE>



growth  in  excess  of  the  limitation  is  to be  deposited  into  the  Budget
Stabilization  Fund  unless  two-thirds  of the  members  of both  houses of the
Legislature  vote to  raise  the  limit.  The  revenue  limit is  determined  by
multiplying  the average annual growth rate in Florida  personal income over the
previous year.

         State  revenues are defined as taxes,  licenses,  fees, and charges for
services.  Based on current estimates by the Revenue Estimating Conference,  the
maximum  amount of state  revenue  permitted  in FY  1997-98  is  calculated  at
$22,619.9  million.  The Revenue  Estimating  Conferences's  projection of state
revenues subject to the limitation for FY 1997-98 is $21,848.2 million,  leaving
excess capacity available under the limit of $771.7 million.

         Budget   Stabilization   Fund.  The  Budget   Stabilization   Fund  was
established  in FY 1994-95 with an amount equal to 1 percent of the prior fiscal
year's  net  revenue  collections.  This fund is  scheduled  to receive a higher
percentage  from the General  Revenue Fund every fiscal year with a minimum of 5
percent  by FY  1998-99.  In  the  Governor's  Recommended  Budget,  the  Budget
Stabilization Fund is required to be funded at 4 percent, or $586 million.

         Budget Process.  Chapter 216, Florida Statutes ("FS"),  promulgates the
process  used to develop the budget for the State of Florida.  By September 1 of
each year,  the head of each State  agency and the Chief  Justice of the Supreme
Court for the Judicial Branch submit a final annual  legislative  budget request
to the Governor and  Legislature.  Then,  at least 45 days before the  scheduled
annual legislative session in each year, the Governor,  as Chief Budget Officer,
submits his recommended budget to each legislator.

         The Governor also provides estimates of revenues sufficient to fund the
recommended  appropriations.  Estimates  for the General  Revenue  Fund,  Budget
Stabilization  Fund and Working Capital Fund are made by the Revenue  Estimating
Conference.  This  group  includes  members  of the  executive  and  legislative
branches with forecasting  experience who develop official information regarding
anticipated  State  and  local  government  revenues  as  needed  for the  State
budgeting  process.  In  addition to the Revenue  Estimating  Conference,  other
consensus  estimating  conferences cover national and state economics,  national
and state  demographics,  the state public  education  system,  criminal justice
system, social services system, transportation planning and budgeting, the child
welfare system,  the juvenile justice system and the career  education  planning
process.

         The Governor's recommended budget forms the basis of the appropriations
bill. As amended and approved by the Legislature  (subject to the line-item veto
power of the  Governor and override  authority  of the  Legislature),  this bill
becomes the General Appropriations Act.

         The  Governor  and  the   Comptroller  are  responsible  for  detecting
conditions  which could lead to a deficit in any  agency's  funds and  reporting
that fact to the Administration  Commission and the Chief Justice of the Supreme
Court.  The  Constitution  of the State,  Article  VII,  Section  1(d),  states,
"Provision  shall be made by law for  raising  sufficient  revenue to defray the
expenses of the State for each fiscal year."

         The Legislature is responsible for annually providing  direction in the
General  Appropriations  Act  regarding  the use of the Working  Capital Fund to
offset  General  Revenue Fund  deficits.  Absent any  specific  direction to the
contrary,  the Governor and the Chief  Justice of the Supreme Court shall comply
with  guidelines  provided  in Section  216.221(5),  FS, for  reductions  in the
approved operating budgets of the executive branch and the judicial branch.



24465
                                                        B-2

<PAGE>



         The State of Florida is  progressing  toward full  implementation  of a
performance-based  budgeting  system.  Chapter 216.,  FS,  designates  when each
department  will be phased into this new  budgeting  method.  Some  agencies are
already subject to the  performance-based  budgeting  standards and all agencies
will be under  this new system by the fiscal  year  ended  June 30,  2002.  With
performance-based budgeting, a department receives a lump-sum appropriation from
the Legislature  for each  designated  program at the beginning of the year. The
Governor  for State  agencies or the Chief  Justice for the  judicial  branch is
responsible  for  allocating  the amounts  among the  traditional  appropriation
categories  so that  specified  performance  standards  can be met.  At any time
during the year,  the agency head or Chief  Justice may transfer  appropriations
between  categories  within the  performance-based  program with no limit on the
amount of the transfer in order for the  designated  program to  accomplish  its
objectives.  However,  no transfer from any other budget entity may be made into
the  performance-based  program,  nor may any  funds  be  transferred  from  the
performance-based  program to another budget entity,  except pursuant to Section
216.77, FS

         Line Item Veto. Florida's Constitution grants the Governor the power to
veto  any  specific  appropriation  in a  general  appropriation  bill,  but the
Governor may not veto any qualification or restriction  without also vetoing the
appropriation to which it relates. A statement  identifying the items vetoed and
containing  his or her objections  thereto must be delivered to the  appropriate
house in which the bill originated, if in session, otherwise to the Secretary of
State.  The  legislature  may  reconsider  and  reinstate  the  vetoed  specific
appropriation items by a two-thirds vote of each house.

         Revenues. The State accounts for its receipts using fund accounting. It
has  established  the General Revenue Fund, the working Capital Fund and various
other trust funds,  which are  maintained  for the receipt of monies which under
law or trust agreements must be maintained separately.  The General Revenue Fund
consists of all monies received by the State from every source  whatsoever which
are not  allocable  to the other  funds.  Major  sources of tax revenues for the
General  Revenue Fund are the sales and use tax, the  corporate  income tax, and
the  intangible  personal  property  tax,  which are projected for FY 1997-98 to
amount to 71%, 8% and 4%, respectively,  of the total receipts of that fund. The
Florida  Constitution  and its statutes mandate that the State budget as a whole
and each separate fund within the State budget be kept in balance from currently
available revenues for each fiscal year.

         Sales  and Use Tax.  The  greatest  single  source of tax  receipts  in
Florida is the sales and use tax,  which is projected to amount to $11.0 billion
for fiscal year 1997-98. The sales tax rate is 6% of the sales price of tangible
personal  property  sold at retail in the  state.  The use tax rate is 6% of the
cash price of fair market  value of tangible  personal  property  when it is not
sold but is used, or stored for use, in the State.  In other words,  the use tax
applies to the use of tangible personal property in Florida, which was purchased
in another  state but would have been  subject to the sales tax if  purchased in
Florida.  Approximately 10% of the sales tax is designated for local governments
and is distributed to the respective counties in which collected for use by such
counties and municipalities  therein.  In addition to this  distribution,  local
governments  may (by  referendum)  assess a 1% sales surtax within their county.
Proceeds from this local option sales surtax can be earmarked for funding county
wide bus and  rapid  transit  systems,  local  infrastructure  construction  and
maintenance,  medical care for indigents and capital  projects for county school
districts as set forth in Section 212.055(2), of the Florida Statutes.

         The two taxes,  sales and use, stand as complements to each other,  and
taken  together  provide a uniform tax upon either the sale at retail or the use
of all  tangible  personal  property  irrespective  of where  it may  have  been
purchased.  The sales tax also includes a levy on the following:  (1) rentals on
tangible personal property and accommodations in hotels, motels, some

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apartments,  offices,  real estate,  parking and storage places in parking lots,
garages and marinas for motor  vehicles or boats;  (ii)  admissions to places of
amusements,  most sports and recreation  events;  (iii) utilities,  except those
used in  homes;  and (iv)  restaurant  meals and  expendables  used in radio and
television  broadcasting.  Exemptions include:  groceries;  medicines;  hospital
rooms and meals; seeds, feeds,  fertilizers and farm crop protection  materials;
purchases by  religious,  charitable  and  educational  nonprofit  institutions;
professional  services,  insurance  and certain  personal  service  transaction;
newspapers;  apartments used as permanent  dwellings;  and kindergarten  through
community college athletic contests or amateur plays.

         Other State Taxes.  Other taxes which Florida  levies include the motor
fuel tax,  intangible  property  tax,  documentary  stamp  tax,  gross  receipts
utilities tax and severance tax on the  production of oil and gas and the mining
of solid minerals, such as phosphate and sulfur.

         Government  Debt.  Florida  maintains a high bond  rating from  Moody's
(Aa),  S&P  (AA)  and  Fitch.  (AA)  on  all  State  general  obligation  bonds.
Outstanding general obligations bonds have been issued to finance capital outlay
for educational projects of local school districts, community colleges and state
universities, environmental protection and highway construction.

         Numerous  government  units,  counties,  cities,  school  districts and
special taxing districts,  issue general obligation bonds backed by their taxing
power. State and local government units may issue revenue obligations, which are
supported by the revenues generated from the particular projects or enterprises.
Examples  include  obligations  issued to finance the  construction of water and
sewer systems, health care facilities and educational facilities. In some cases,
sewer or water revenue  obligations  are issued to finance the  construction  of
water and sewer systems, health care facilities and educational  facilities.  In
some cases,  sewer or water revenue  obligations may be additionally  secured by
the full faith and credit of the State.

         Florida's  Constitution  generally limits State bonds pledging the full
faith and credit of the State,  to those  necessary to finance or refinance  the
cost of state fixed  capital  outlay  projects  authorized by law, and then only
upon approval by a vote of the electors.  The state constitution  further limits
the total  outstanding  principal of such bonds to no more than 50% of the total
tax revenues of the State for the two preceding fiscal years,  excluding any tax
revenues held in trust.  Exceptions to the  requirement  for voter approval are:
(i) bonds issued for pollution  control and  abatement and solid waste  disposal
facilities and other water facilities  authorized by general law and operated by
State or local  governmental  agencies;  and (ii)  bonds  issued to  finance  or
refinance the cost of acquiring  real property or rights thereto for State roads
as  defined  by law,  or to  finance  or  refinance  the  cost of  State  bridge
construction.

         State  revenue  bonds may be issued  without a vote of the  electors to
finance or refinance the cost of State fixed capital outlay projects  authorized
by law, as long as they are  payable  solely from funds  derived  directly  from
sources other than State tax revenues.  Revenue bonds may be issued to establish
a student  loan fund,  as well as to finance or  refinance  housing  and related
facilities so long as repayments come solely from revenues derived from the fund
or  projects  so  financed.  The  state  constitution  imposes  no  limit on the
principal  amount of revenue bonds which may be issued by the State on and Local
Governmental  Agency.  Local  Governmental  Agencies,  such as counties,  school
boards or  municipalities  may issue bonds,  certificates of indebtedness or any
form of tax anticipation certificate, payable from ad valorem taxes and maturing
more than 12 months from the date of issuance  only: (i) to finance or refinance
capital  projects  authorized  by law,  and only when  approved by a vote of the
electors  who are  property  owners  living  within  boundaries  of the  agency.
Generally, ad valorem taxes levied by a Local Governmental Agency may not exceed
10 mills on the value of real  estate  and  tangible  personal  property  unless
approved by the electors. Local Governmental Agencies may issue revenue bonds to
finance or refinance the

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cost of capital  projects for airports or port  facilities or for  industrial or
manufacturing plants, without the vote of electors, so long as the revenue bonds
are payable solely from revenues derived from the projects.

         Other Factors.  The performance of the  obligations  issued by Florida,
its  municipalities,  subdivisions  and  instrumentalities  are in part  tied to
state-wide,  regional and local  conditions  within Florida.  Adverse changes to
state-wide,   regional   or   local   economies   may   adversely   affect   the
creditworthiness   of  Florida  municipal  bond  issuers.   Also,  some  revenue
obligations may be issued to finance  construction of capital projects which are
leased to  nongovernmental  entities.  Adverse economic  conditions might affect
those lessees' ability to meet their obligations to the respective  governmental
authority  which in turn might  jeopardize the repayment of the principal of, or
the interest on, the revenue obligations.

Litigation

         Due to its size and broad range of activities, the State is involved in
numerous routine legal actions. The ultimate disposition and fiscal consequences
of these  lawsuits are not  presently  determinable;  however,  according to the
departments involved, the results of such litigation pending or anticipated will
not materially affect the State of Florida's financial position. The information
disclosed  in this  Litigation  Section has been deemed  material by the Florida
Auditor General and has been derived from  information  disclosed in the Florida
Comptroller's Annual Report dated January 1, 1997. No assurance can be made that
other  litigation has not been filed or is not pending which may have a material
impact of the State's financial position.

A.       Coastal Petroleum v. State of Florida

         Case No. 90-3195, 2nd Judicial Circuit. This is an inverse condemnation
case  claiming  that the action of the  Trustees  and  Legislature  constitute a
taking of Coastal's  leases for which  compensation  is due.  The Circuit  judge
granted the State's motion for summary judgment finding that as a matter of law,
the State had not  deprived  Coastal of any  royalty  they might  have.  Coastal
appealed to the First  District  Court of Appeals,  but the case was remanded to
Circuit Court for trial. On August 6, 1996,  final judgment was made in favor of
the State;  however,  Coastal has appealed  the  judgment to the First  District
Court of Appeals.

B.       Florida Department of Transportation v. 745 Property Investments, CSX
Transportation, Inc. and Continental Equities

         Case No. 94-17739 CA 27, Dade County Circuit Court. This cases involves
the Florida  Department of Transportation  (FDOT) and CSX  Transportation,  Inc.
FDOT has  filed an  action  against  the  adjoining  property  owners  seeking a
declaratory  judgment from the Dade County  Circuit Court that the Department is
not  the  owner  of the  property  that  is  subject  to a  claim  by  the  U.S.
Environmental  Protection Agency (EPA). The case was dismissed and FDOT's appeal
of the order of dismissal is pending in the Third District Court of Appeal.

         The  EPA is  seeking  clean-up  costs,  pursuant  to the  Comprehensive
Environmental  Response Compensation and Liability Act, regarding property which
the EPA alleges is owned by the FDOT (and formerly owned by CSX  Transportation,
Inc.). The EPA has agreed to await the outcome of the  Department's  declaratory
action before  proceeding  further.  If the  Department is  unsuccessful  in its
actions, the possible clean-up costs could exceed $25 million.



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C.       Jenkins v. Florida Department of Health and Rehabilitative Services

         Case No. 79-102-CIV-J-16, United States District Court. This is a class
action   suit  on  behalf  of  clients   of   residential   placement   for  the
developmentally  disabled  seeking  refunds for  services  where  children  were
entitled to free education under the Education for Handicapped Act. The district
court held that the State could not charge maintenance fees for children between
the ages of 5 and 17 based on the  Education  for  Handicapped  Act. The State's
potential  cost of refunding  these charges  could exceed $42 million.  However,
there are no active negotiations going on with regard to this matter.

D.       Nathan M. Hameroff, M.D.,  et. al. v. Agency for Health Care 
Administration, et. al.

         Case No. 95-5036,  Leon County Circuit Court. The plaintiffs  challenge
the constitutionality of the Public Medical Assistance Trust Fund (PMATF) annual
assessment  on net operating  revenue of  free-standing  out-patient  facilities
offering  sophisticated  radiology  services.  A trial  has not been  scheduled.
Plaintiff  filed a Notice of Pendency of Class Action on July 29,  1997.  If the
State is  unsuccessful  in its actions,  the potential  refund  liability  could
amount to approximately $70 million.

E.       Walden v. Department of Corrections

         Case No.  95-40357-WS  (USDC N.D.  Fla.) This  action is brought by one
captain and one lieutenant in the Department of Corrections  seeking declaratory
judgment  that they (and  potentially  700  similarly  situated  others) are not
exempt employees under the Fair Labor Standards Act (FLSA) and,  therefore,  are
entitled to overtime  compensation  at a rate of not less than one and  one-half
times their  regular rate of pay for overtime  hours worked since April 1, 1992,
forward  and  including  liquidated  damages.  The U.S.  District  Court for the
Northern  District of Florida  entered an order  dismissing the case for lack of
jurisdiction on June 24, 1996. Plaintiffs filed a lawsuit against the Department
(Case No.  96-3955)  in July  1996 at the State  level  (Circuit  Court,  Second
Judicial  Circuit),  making the same  allegations at that level which plaintiffs
previously  made before the U.S.  District  Court for the  Northern  District of
Florida.  On December 20, 1996, that Court  determined that it has  jurisdiction
over the FLSA claim.  Plaintiffs  have filed a notice of hearing for October 28,
1997.

EVERGREEN NEW JERSEY MUNICIPAL MONEY MARKET FUND

New Jersey Municipal Securities

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



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Economic Factors

         New  Jersey  is the ninth  largest  state in  population  and the fifth
smallest in land area.  With an average of 1,077 people per square  mile,  it is
the most  densely  populated  of all the states.  The State's  economic  base is
diversified, consisting of a variety of manufacturing,  construction and service
industries,  supplemented by rural areas with selective commercial  agriculture.
The extensive  facilities of the Port Authority of New York and New Jersey,  the
Delaware River Port Authority and the South Jersey Port  Corporation  across the
Delaware River from Philadelphia  augment the air, land and water transportation
complex which has influenced  much of the State's  economy.  The State's central
location in the northeastern  corridor,  the  transportation and port facilities
and  proximity  to New York  City  make the  State an  attractive  location  for
corporate  headquarters and  international  business  offices.  According to the
United States Bureau of the Census,  the  population of New Jersey was 7,170,000
in  1970,   7,365,000  in  1980,  7,730,000  in  1990  and  7,988,000  in  1996.
Historically,  New  Jersey's  average per capita  income has been well above the
national  average,  and in 1996 the State ranked  second among the states in per
capita personal income ($31,053).

         While New Jersey's  economy  continued to expand during the late 1980s,
the level of growth  slowed  considerably  after 1987.  By the  beginning of the
national  recession in July 1990  (according to the National  Bureau of Economic
Research),  construction  activity had already been  declining in New Jersey for
nearly two years, growth had tapered off markedly in the service sectors and the
long-term downward trend of factory  employment had accelerated,  partly because
of a leveling off of industrial demand nationally. The onset of recession caused
an acceleration of New Jersey's job losses in construction and manufacturing, as
well as an employment  downturn in such previously  growing sectors as wholesale
trade, retail trade,  finance,  utilities and trucking and warehousing.  The net
effect was a decline in the State's  total  nonfarm  wage and salary  employment
from a peak of 3,689,800  in 1989 to a low of  3,457,900 in 1992.  This loss has
been  followed by an  employment  gain of 255,600  from May 1992 to June 1997, a
recovery  of 97.5% of the jobs lost  during the  recession.  In July  1991,  S&P
lowered the State's general obligation bond rating from AAA to AA+.

         Reflecting  the downturn,  the rate of  unemployment  in the State rose
from a low of 3.6% during the first  quarter of 1989 to a  recessionary  peak of
8.5% during 1992. Since then, the unemployment rate fell to 6.2% during 1996 and
5.5% for the six month period from January 1997 through June 1997.

         For  the  recovery   period  as  a  whole,   May  1992  to  June  1997,
service-producing  employment in New Jersey has expanded by 283,500 jobs. Hiring
has  been  reported  by  food  stores,  wholesale  distributors,   trucking  and
warehousing   firms,    security   and   commodity    brokers,    business   and
engineering/management  service  firms,  hotels/hotel-casinos,   social  service
agencies and health care providers other than hospitals.  Employment  growth was
particularly strong in business services and its personnel supply component with
increases of 17,300 and 7,500, respectively,  in the 12-month period ending June
1997.

         In the manufacturing sector,  employment losses slowed between 1992 and
1994.  After an average  annual job loss of 33,500 from 1989 through  1992,  New
Jersey's  factory job losses fell to 13,300  during 1993 and 7,300  during 1994.
During 1995 and 1996,  however,  manufacturing job losses increased  slightly to
10,100 and 13,900 respectively,  reflecting a slowdown in national manufacturing
production  activity.  While  experiencing  growth in the  number of  production
workers in 1994,  the number  declined in 1995 at the same time that  managerial
and office staff were also  reduced as part of  nationwide  downsizing.  Through
August 1996, layoffs of white collar workers

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and corporate downsizing appear to be abating.

         Conditions have slowly  improved in the  construction  industry,  where
employment has risen by 18,600 since its low in May 1992. Between 1992 and 1996,
this sector's hiring rebound was driven primarily by increased  homebuilding and
nonresidential  projects.  During 1996 and the first five months of 1997, public
works projects and homebuilding became the growth segments while  nonresidential
construction lessened but remained positive.

State Finances

         The State  operates on a fiscal year  beginning  July 1 and ending June
30. For example,  "Fiscal Year 1999" refers to the State's fiscal year beginning
July 1, 1998 and ending June 30, 1999.

         The  General  Fund is the  fund  into  which  all  State  revenues  not
otherwise  restricted by statute are deposited and from which appropriations are
made.  The  largest  part of the  total  financial  operations  of the  State is
accounted for in the General Fund. Revenues received from taxes and unrestricted
by statute,  most federal  revenue and certain  miscellaneous  revenue items are
recorded  in the  General  Fund.  The  appropriations  act  provides  the  basic
framework for the operation of the General Fund.  Undesignated Fund Balances are
available for appropriation in succeeding fiscal years. There have been positive
Undesignated Fund Balances in the General Fund at the end of each year since the
State  Constitution  was adopted in 1947. The estimates for Fiscal Year 1998 and
Fiscal Year 1999  reflect the amounts  contained in the  Governor's  Fiscal Year
1999 Budget Message delivered on February 10, 1998.

         In Fiscal Years 1996 and 1997,  the actual  General Fund  balances were
$442.0 million and $280.5 million,  respectively,  and total  Undesignated  Fund
Balances  were $882.2  million and $1,106.4  million.  For Fiscal Years 1998 and
1999  General  Fund  balances  are  estimated  to be $268.7  million  and $144.0
million,  respectively, and total Undesignated Fund Balances are estimated to be
$1,021.3 million and $6750.0 million.

Fiscal Years 1998 and 1999 State Revenue Estimates

         Sales and Use Tax.  The revised  estimate  forecasts  Sales and Use tax
collections for Fiscal Year 1998 as $4,720.0  million,  a 6.9% increase from the
Fiscal Year 1997 revenue.  The Fiscal Year 1999 estimate of $4,928.0 million, is
a 4.4% increase from the Fiscal Year 1998 estimate.

         Gross  Income Tax.  The revised  estimate  forecasts  Gross  Income Tax
collections  for Fiscal Year 1998 of $5,340.0  million,  a 10.7%  increase  from
Fiscal Year 1997 revenue.  The Fiscal Year 1999 estimate of $5,860.0 million, is
a 9.7% increase from the Fiscal Year 1998 estimate.  Included in the Fiscal Year
1998  estimate and the Fiscal Year 1999  estimate is the enactment of a property
tax deduction, to be phased in over a three-year period,  permitting a deduction
by resident taxpayers against gross income tax of a percentage of their property
taxes.

         Corporation  Business Tax. The revised estimate  forecasts  Corporation
Business  Tax  collection  for  Fiscal  Year 1998 as  $1,315.1  million,  a 2.2%
decrease  from  Fiscal  Year 1997  revenue.  The Fiscal  Year 1999  estimate  of
$1,431.0 million, is an 8.8% increase from the Fiscal Year 1998 estimate.

     General  Considerations.  Estimated receipts from State taxes and revenues,
including the three principal taxes set forth above,  are forecasts based on the
best information available at the

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<PAGE>


time of such  forecasts.  Changes  in  economic  activity  in the  State and the
nation,  consumption of durable goods, corporate financial performance and other
factors  that are  difficult to predict may result in actual  collections  being
more or less than forecasted.

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


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