EVERGREEN MONEY MARKET TRUST, 485BPOS, 2000-05-15

EVERGREEN MONEY MARKET TRUST
485BPOS, 2000-05-15

Previous: EVERGREEN MONEY MARKET TRUST, 24F-2NT, 2000-05-15

Next: EVERGREEN MONEY MARKET TRUST, 24F-2NT, 2000-05-15

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [ ]
Pre-Effective Amendment No. [ ]
Post-Effective Amendment No. 11 [X]

and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [ ]
Amendment No. 12 [X]

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

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

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

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

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

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

<PAGE>
EVERGREEN MONEY MARKET TRUST

CONTENTS OF
POST-EFFECTIVE AMENDMENT NO. 11
TO
REGISTRATION STATEMENT

This Post-Effective Amendment No. 11 to Registrant's Registration Statement
No. 333-42181/811-08555 consists of the following pages, items of information
and documents:

The Facing Sheet

The Contents Page

PART A
------

Prospectus for Class S shares of Evergreen Money Market Fund, Evergreen
Pennsylvania Municipal Money Market Fund, Evergreen Municipal Money Market Fund,
Evergreen Treasury Money Market Fund, Evergreen Florida Municipal Money Market
Fund and Evergreen New Jersey Municipal Money Market Fund is contained herein.

Prospectus for Class A, B, C and Y shares of Evergreen Money Market Fund,
Evergreen Pennsylvania Municipal Money Market Fund, Evergreen Municipal Money
Market Fund, Evergreen Treasury Money Market Fund, Evergreen Florida Municipal
Money Market Fund and Evergreen New Jersey Municipal Money Market Fund is
incorporated by reference to Post-Effective Amendment No. 9 filed on May 28,
1999.

PART B
------

Statement of Additional Information for Evergreen Money Market Fund,
Evergreen Pennsylvania Municipal Money Market Fund, Evergreen Municipal Money
Market Fund, Evergreen Treasury Municipal Money Market Fund, Evergreen Florida
Municipal Money Market Fund and Evergreen New Jersey Municipal Money Market Fund
is incorporated by reference to Post-Effective Amendment No. 9 filed on
May 28, 1999.

PART C
------

Financial Statements

Exhibits

Number of Holders of Securities

Indemnification

Business and Other Connections of Investment Adviser

Principal Underwriter

Location of Accounts and Records

Undertakings

Signatures

<PAGE>

EVERGREEN MONEY MARKET TRUST

PART A

PROSPECTUS

<PAGE>

Evergreen Money Market Funds

Evergreen Florida Municipal Money Market Fund
Evergreen Money Market Fund
Evergreen Municipal Money Market Fund
Evergreen New Jersey Municipal Money Market Fund
Evergreen Pennsylvania Municipal Money Market Fund
Evergreen Treasury Money Market Fund
Class S
Prospectus, May 15, 2000 [LOGO OF EVERGREEN FUNDS]

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

<PAGE>

TABLE OF CONTENTS

FUND RISK/RETURN SUMMARIES:

<TABLE>
<S> <C>
Overview of Fund Risks...................................................... 1

Evergreen Florida Municipal Money Market Fund............................... 2

Evergreen Money Market Fund................................................. 4

Evergreen Municipal Money Market Fund....................................... 6

Evergreen New Jersey Municipal Money Market Fund............................ 8

Evergreen Pennsylvania Municipal Money Market Fund.......................... 10

Evergreen Treasury Money Market Fund........................................ 12

GENERAL INFORMATION:

The Funds' Investment Advisors.............................................. 14

Calculating the Share Price................................................. 14

How to Choose an Evergreen Fund............................................. 14

How to Choose the Share Class That Best Suits You........................... 15

How to Buy and Redeem Shares................................................ 15

Other Services.............................................................. 15

The Tax Consequences of Investing in the Funds.............................. 15

Fees and Expenses of the Funds.............................................. 16

Other Fund Practices........................................................ 16
</TABLE>

In general, Funds included in this prospectus seek to provide investors with
current income consistent with stability of principal and liquidity.

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

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

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

RISK FACTORS
What are the specific risks for an investor in the Fund?

PERFORMANCE
How well has the Fund performed in the past year? The past five years? The past
ten years?

EXPENSES
How much does it cost to invest in the Fund? What is the difference between
sales charges and expenses?

<PAGE>

OVERVIEW OF FUND RISKS
Money Market Funds

typically rely on a combination of the following strategies:
.. maintaining $1.00 per share net asset value;
.. investing in high-quality, short-term money market instruments, including
U.S. government securities;
.. investing in compliance with industry-standard requirements for money
market funds for the quality, maturity and diversification of investments;
and
.. selling a portfolio investment when: i) the issuers' investment
fundamentals begin to deteriorate; ii) to take advantage of more attractive
yield opportunities; iii) when the investment no longer appears to meet the
Fund's investment objective; iv) when the Fund must meet redemptions; or v)
for other investment reasons which the portfolio manager deems necessary.

may be appropriate for investors who:
.. are seeking a conservative investment which invests in relatively safe
securities;
.. are seeking a fund for short-term investment; and
.. are seeking liquidity.

Following this overview, you will find information on each Fund's specific
investment strategies and risks.

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

Risk Factors for All Mutual Funds
Please remember that mutual fund
investment shares are:
.. not guaranteed to achieve their investment goal
.. not a deposit with a bank
.. not insured, endorsed or guaranteed by the FDIC or any government agency
.. subject to investment risks, including possible loss of your original
investment

Although the Funds seek to preserve the value of your investment at $1.00 per
share, it is possible to lose money by investing in the Funds.

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

Interest Rate Risk

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

Credit Risk

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

Concentration Risk

An investment in a Fund that concentrates its investments in a single state
entails greater risk than an investment in a Fund that invests its assets in
numerous states. The Fund may be vulnerable to any development in its named
state's economy that may weaken or jeopardize the ability of the state's
municipal bond issuers to pay interest and principal on their debt obligations.

Non-Diversification Risk

An investment in a Fund that is non-diversified entails greater risk than an
investment in a diversified fund. When a Fund is non-diversified, there is no
limit on the percentage of assets that can be invested in any single issuer. A
higher percentage of investments among fewer issuers may result in greater
fluctuation in the total market value of the Fund's portfolio.

MONEY MARKET FUNDS

1
<PAGE>

EVERGREEN

Florida Municipal Money Market Fund

FUND FACTS:

Goals:
.. High Current Income Exempt from Federal and State Tax
.. Stability of Principal
.. Maintain Liquidity

Principal Investment:
.. Municipal Money Market Securities

Class of Shares Offered in this Prospectus:
.. Class S

Investment Advisor:
.. Evergreen Asset Management Corp.

Dividend Payment Schedule:
.. Monthly

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

INVESTMENT GOAL

The Fund seeks 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.

INVESTMENT STRATEGY

The following supplements the investment strategies discussed in the "Overview
of Fund Risks" on page 1.

The Fund invests at least 80% of its net assets in high quality short-term debt
obligations issued by the state of Florida and possessions of the U.S. and
their political subdivisions, which are exempt from federal income tax other
than the alternative minimum tax and exempt from the Florida intangible
personal property tax, and are determined to present minimal credit risk. The
Fund invests in municipal money market securities, including fixed, variable or
floating rate general obligation and revenue bonds; tax, bond and revenue
anticipation notes; and commercial paper obligations.

The Fund will comply with the diversification requirements prescribed by Rule
2a-7. However, the Fund is non-diversified and therefore may invest a
significant percentage of its assets in obligations of a single issuer. In
determining what securities to purchase for the Fund, the portfolio manager
focuses on the supply and demand of the security in the market place as well as
the current interest rate environment.

The Fund may temporarily invest up to 20% of its net assets in taxable
securities under one or more of the following circumstances: (a) pending
investment of proceeds from sale of Fund shares or of portfolio securities; (b)
pending settlement of purchases of portfolio securities, and (c) to maintain
liquidity for the purpose of meeting anticipated redemptions. The Fund may
temporarily invest up to 100% of its total assets in taxable securities for
defensive purposes which may result in the Fund not achieving its investment
objective.

RISK FACTORS

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

.. Interest Rate Risk
.. Credit Risk
.. Concentration Risk
.. Non-Diversification Risk

The performance of the Fund is influenced by the political, economic and
statutory environment within the State of Florida. The Fund invests in
obligations of Florida issuers, which results in the Fund's performance being
subject to risks associated with the most current conditions within the state.
Some of these conditions include state budgetary problems associated with the
state's growing population, its reliance on tourism, and the impact which both
of these factors may have on the state's tax base and revenues. These and other
factors may cause rating agencies to downgrade the credit ratings on certain
issues.

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

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

MONEY MARKET FUNDS

2
<PAGE>

EVERGREEN

PERFORMANCE

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

The table below shows the percentage gain or loss for Class A shares of the
Fund in the calendar year since the Class A shares' inception on 10/26/1998.
This table includes the effects of Fund expenses.

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

[GRAPH]

1999 2.66

Best Quarter:4th Quarter 19990.78%*
Worst Quarter:1st Quarter 19990.54%*

Year-to-date total return through 3/31/2000 was +0.74%.*

The next table lists the Fund's average annual total return for Class A shares
over the past year and since inception (through 12/31/1999). This table is
intended to provide you with some indication of the risks of investing in the
Fund.

Average Annual Total Return
(for the period ended 12/31/1999)*

<TABLE>
<CAPTION>
Inception Performance
Date Since
of Class 1 year 5 year 10 year 10/26/1998
<S> <C> <C> <C> <C> <C>
Class A 10/26/1998 2.66% N/A N/A 2.66%
</TABLE>

*Since Class S shares have no previous operating history, the performance shown
is for Class A shares which are not offered in this prospectus. The performance
of each Class will differ only to the extent that the Classes do not have the
same expenses. Year-by-Year Total Return and Average Annual Total Return
include the effects of Rule 12b-1 fees and expenses. These Rule 12b-1 fees are
0.30% for Class A and 0.60% for Class S. If Class S had been in existence for
the periods presented above, its total returns would have been lower.

EXPENSES

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

You pay no shareholder transaction fees.

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

<TABLE>
<CAPTION>
Total Fund
Management 12b-1 Other Operating
Fees Fees Expenses Expenses
<S> <C> <C> <C> <C>
Class S 0.41% 0.60% 0.13% 1.14%
</TABLE>

+Estimated expenses for the fiscal year ending 1/31/2001.

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

Example of Fund Expenses

<TABLE>
<CAPTION>
After:
<S> <C>
1 year $116
3 years $362
5 years $628
10 years $1,386
</TABLE>

MONEY MARKET FUNDS

3
<PAGE>

EVERGREEN

Money Market Fund

FUND FACTS:

Goals:
.. High Current Income
.. Preservation of Capital
.. Liquidity

Principal Investment:
.. Money Market Instruments

Class of Shares Offered in this Prospectus:
.. Class S

Investment Advisor:
.. Evergreen Asset Management Corp.

Dividend Payment Schedule:
.. Monthly

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

INVESTMENT GOAL

The Fund seeks to achieve as high a level of current income as is consistent
with preserving capital and providing liquidity.

INVESTMENT STRATEGY

The following supplements the investment strategies discussed in the "Overview
of Fund Risks" on page 1.

The Fund invests in money market securities including certificates of deposit
and bankers' acceptances, commercial paper, U.S. Treasury obligations, short-
term corporate obligations and repurchase agreements determined to present
minimal credit risk.

The Fund invests principally in short-term corporate debt securities determined
to present minimal credit risk. In addition, the Fund may invest in short-term
securities issued or guaranteed by the U.S. government or its agencies or
instrumentalities, including the Interamerican Development Bank and the
International Bank for Reconstruction and Development. The Fund may also invest
in commercial paper and bank obligations. The Fund may invest up to 30% of its
total assets in bank certificates of deposit and bankers' acceptances payable
in U.S. dollars and issued by foreign banks (including U.S. branches of foreign
banks) or by foreign branches of U.S. banks.

The portfolio manager focuses primarily on the interest rate environment in
determining which securities to purchase for the Fund. Generally, in a rising
rate environment, the Fund will invest in securities of shorter maturities. If
interest rates are high, the Fund will invest in securities with longer
maturities; however, the Fund will not acquire any security with a remaining
maturity of greater than 397 days.

RISK FACTORS

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

.. Interest Rate Risk
.. Credit Risk

Because obligations of the Interamerican Development Bank and the International
Bank of Reconstruction and Development are supported only by appropriated but
unpaid commitments of member countries, there is no assurance that the
commitments will be paid in the future. In addition, foreign branches of U.S.
banks and foreign banks may be subject to less stringent reserve requirements
than those applicable to domestic branches of U.S. banks.

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

MONEY MARKET FUNDS

4
<PAGE>

EVERGREEN

PERFORMANCE

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

The table below shows the percentage gain or loss for Class Y shares of the
Fund in each of the last ten calendar years. It should give you a general idea
of the risks on investing in the Fund by showing how the Fund's return has
varied from year-to-year. This table includes the effects of Fund expenses.

Year-by-Year Total Return for Class Y Shares (%)*

[GRAPH]

1990 8.30
1991 6.26
1992 3.88
1993 3.22
1994 3.98
1995 5.66
1996 5.22
1997 5.33
1998 5.26
1999 4.93

Best Quarter:2nd Quarter 1990+2.03%*
Worst Quarter:1st Quarter 1993+0.78%*

Year-to-date total return through 3/31/2000 was +1.38%.*

The next table lists the Fund's average annual total return for Class Y shares
over the past one, five and ten years and since inception (through 12/31/1999).
This table is intended to provide you with some indication of the risks of
investing in the Fund.

Average Annual Total Return
(For the period ended 12/31/1999)*

<TABLE>
<CAPTION>
Inception Performance
Date Since
of Class 1 year 5 year 10 year 11/2/1987
<S> <C> <C> <C> <C> <C>
Class Y 11/2/1987 4.93% 5.27% 5.19% 5.76%
</TABLE>

*Since Class S shares have no previous operating history, the performance shown
is for Class Y shares which are not offered in this prospectus. The performance
of each Class will differ only to the extent that the Classes do not have the
same expenses. Year-by-Year Total Return and Average Annual Total Return
include the effects of Rule 12b-1 fees and expenses. The Rule 12b-1 fees are
0.60% for Class S. Class Y shares pay no Rule 12b-1 fees. If Class S had been
in existence for the periods presented above, its total returns would have been
lower.

EXPENSES

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

You pay no shareholder transaction fees.

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

<TABLE>
<CAPTION>
Total Fund
Management 12b-1 Other Operating
Fees Fees Expenses Expenses
<S> <C> <C> <C> <C>
Class S 0.39% 0.60% 0.14% 1.13%
</TABLE>

+Estimated expenses for the fiscal year ending 1/31/2001.

Example of Fund Expenses

<TABLE>
<CAPTION>
After:
<S> <C>
1 year $115
3 years $359
5 years $622
10 years $1,375
</TABLE>

MONEY MARKET FUNDS

5
<PAGE>

EVERGREEN

Municipal Money Market Fund

FUND FACTS:

Goals:
.. High Current Income Exempt from Federal Tax
.. Preservation of Capital
.. Liquidity

Principal Investment:
.. Municipal Money Market Securities

Class of Shares Offered in this Prospectus:
.. Class S

Investment Advisor:
.. Evergreen Asset Management Corp.

Dividend Payment Schedule:
.. Monthly

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

INVESTMENT GOAL

The Fund seeks to achieve as high a level of current income exempt from federal
income tax, as is consistent with preserving capital and providing liquidity.

INVESTMENT STRATEGY

The following supplements the investment strategies discussed in the "Overview
of Fund Risks" on page 1.

The Fund invests at least 80% of its assets in municipal securities, the
interest from which is exempt from federal income tax, other than the
alternative minimum tax. The Fund invests in municipal money market securities,
including fixed, variable or floating rate general obligation and revenue
bonds; tax, bond and revenue anticipation notes; and commercial paper
obligations.

The Fund invests in municipal money market securities determined to present
minimal credit risk and issued by any U.S. state and the District of Columbia
and their political subdivisions. In determining what securities to purchase
for the Fund, the portfolio manager focuses on the supply and demand of the
security in the market place as well as the current interest rate environment.

The Fund may also temporarily invest up to 20% of its net assets in taxable
securities under one or more of the following circumstances: (a) pending
investment of proceeds from sale of Fund shares or of portfolio securities; (b)
pending settlement of purchases of portfolio securities, and (c) to maintain
liquidity for the purpose of meeting anticipated redemptions. The Fund may
temporarily invest up to 100% of its total assets in taxable securities for
defensive purposes which may result in the Fund not achieving its investment
objective.

RISK FACTORS

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

.. Interest Rate Risk
.. Credit Risk

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

MONEY MARKET FUNDS

6
<PAGE>

EVERGREEN

PERFORMANCE

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

Year-by-Year Total Return for Class Y Shares (%)*

[GRAPH]

1990 6.10
1991 4.88
1992 3.16
1993 2.48
1994 2.76
1995 3.77
1996 3.39
1997 3.50
1998 3.40
1999 3.18

Best Quarter: 4th Quarter 1990 +1.56%*
Worst Quarter: 1st Quarter 1994 +0.60%*

Year-to-date total return through 3/31/2000 was +0.86%.*

Average Annual Total Return
(for the period ended 12/31/1999)*

<TABLE>
<CAPTION>
Inception Performance
Date Since
of Class 1 year 5 year 10 year 11/2/1988
<S> <C> <C> <C> <C> <C>
Class Y 11/2/1988 3.18% 3.44% 3.66% 3.96%
</TABLE>

EXPENSES

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

You pay no shareholder transaction fees.

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

<TABLE>
<CAPTION>
Total Fund
Management 12b-1 Other Operating
Fees Fees Expenses Expenses
<S> <C> <C> <C> <C>
Class S 0.43% 0.60% 0.13% 1.16%
</TABLE>

+Estimated expenses for the fiscal year ending 1/31/2001.

Example of Fund Expenses

<TABLE>
<CAPTION>
After:
<S> <C>
1 year $118
3 years $368
5 years $638
10 years $1,409
</TABLE>

MONEY MARKET FUNDS

7
<PAGE>

EVERGREEN

New Jersey Municipal Money Market Fund

FUND FACTS:

Goal:
.. High Current Income Exempt from Federal and State Tax
.. Maintain Liquidity
.. Stability of Principal

Principal Investment:
.. Municipal Money Market Securities

Class of Shares Offered in this Prospectus:
.. Class S

Investment Advisor:
.. Evergreen Asset Management Corp.

Dividend Payment Schedule:
.. Monthly

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

INVESTMENT GOAL

The Fund seeks to achieve 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.

INVESTMENT STRATEGY

The following supplements the investment strategies discussed in the "Overview
of Fund Risks" on page 1.

The Fund invests at least 80% of its net assets in municipal money market
securities issued by the state of New Jersey, possessions of the U.S. and their
political subdivisions, which are exempt from federal income tax other than the
alternative minimum tax and exempt from the New Jersey gross income tax, and
are determined to present minimal credit risk. The Fund invests in municipal
money market securities, including fixed, variable or floating rate general
obligation and revenue bonds; tax, bond and revenue anticipation notes; and
commercial paper obligations.

The Fund may temporarily invest up to 20% of its net assets in taxable
securities under one or more of the following circumstances: (a) pending
investment of proceeds from the sale of Fund shares or of portfolio securities;
(b) pending settlement of purchases of portfolio securities, and (c) to
maintain liquidity for the purpose of meeting anticipated redemptions. The Fund
may temporarily invest up to 100% of its total assets in taxable securities for
defensive purposes which may result in the Fund not achieving its investment
objective.

RISK FACTORS

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

.. Interest Risk
.. Credit Risk
.. Concentration Risk
.. Non-Diversification Risk

The performance of the Fund is influenced by the political, economic and
statutory environment within the State of New Jersey. The Fund invests in
obligations of New Jersey issuers, which results in the Fund's performance
being subject to risks associated with the most current conditions within the
state. Some of these conditions include the state's slowing growth rate since
1987 and the job losses which have occurred in certain sectors of New Jersey's
economy. These and other factors may cause rating agencies to downgrade the
credit ratings on certain issues.

For further information on the factors that could affect the ability of the New
Jersey bond issuers to pay interest and principal on securities acquired by the
Fund, see "Additional Information Concerning New Jersey" in the Statement of
Additional Information.

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

MONEY MARKET FUNDS

8
<PAGE>

EVERGREEN

PERFORMANCE

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

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

[GRAPH]

1999 2.54

Best Quarter: 4th Quarter 1999 +0.75%*
Worst Quarter: 1st Quarter 1999 +0.53%*

Year-to-date total return through 3/31/2000 was +0.74%.*

Average Annual Total Return
(for the period ended 12/31/1999)*

<TABLE>
<CAPTION>
Inception Performance
Date Since
of Class 1 year 5 year 10 year 10/26/1998
<S> <C> <C> <C> <C> <C>
Class A 10/26/1998 2.54% N/A N/A 2.55%
</TABLE>

EXPENSES

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

You pay no shareholder transaction fees.

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

<TABLE>
<CAPTION>
Total Fund
Management 12b-1 Other Operating
Fees Fees Expenses Expenses
<S> <C> <C> <C> <C>
Class S 0.41% 0.60% 0.13% 1.14%
</TABLE>

+Estimated expenses for the fiscal year ending 1/31/2001.

Example of Fund Expenses

<TABLE>
<CAPTION>
After:
<S> <C>
1 year $116
3 years $362
5 years $628
10 years $1,386
</TABLE>

MONEY MARKET FUNDS

9
<PAGE>

EVERGREEN

Pennsylvania Municipal Money Market Fund

FUND FACTS:

Goals:
.. High Current Income Exempt from Federal Tax
.. Preservation of Capital
.. Liquidity

Principal Investment:
.. Municipal Money Market Securities

Class of Shares Offered in this Prospectus:
.. Class S

Investment Advisor:
.. Evergreen Investment Management

Dividend Payment Schedule:
.. Monthly

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

INVESTMENT GOAL

The Fund seeks to provide investors with as high a level of current income
exempt from regular federal income tax, as is consistent with preservation of
capital and providing liquidity.

INVESTMENT STRATEGY

The following supplements the investment strategies discussed in the "Overview
of Fund Risks" on page 1.

The Fund invests at least 80% of its net assets in municipal money market
securities issued by the Commonwealth of Pennsylvania, possessions of the U.S.
and their political subdivisions, which are exempt from federal income tax
other than the alternative minimum tax and exempt from the Pennsylvania income
tax, and are determined to present minimal credit risk. The Fund invests in
municipal money market securities, including fixed, variable or floating rate
general obligation and revenue bonds; tax, bond and revenue anticipation notes;
and commercial paper obligations.

RISK FACTORS

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

.. Interest Rate Risk
.. Credit Risk
.. Concentration Risk
.. Non-Diversification Risk

The performance of the Fund is influenced by the political, economic and
statutory environment within the Commonwealth of Pennsylvania. The Fund invests
in obligations of Pennsylvania issuers, which results in the Fund's performance
being subject to risks associated with the most current conditions within the
Commonwealth. Some of these conditions include adverse changes to the
statewide, regional or local economies which affect the creditworthiness of the
Commonwealth and certain other non-governmental related issuers and may cause
rating agencies to downgrade the credit ratings on certain issues.

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

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

MONEY MARKET FUNDS

10
<PAGE>

EVERGREEN

PERFORMANCE

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

The table below shows the percentage gain or loss for Class Y shares of the
Fund in each calendar year since the Class Y shares' inception on 8/15/1991. It
should give you a general idea of the risks of investing in the Fund by showing
how the Fund's return has varied from year-to-year. This table includes the
effects of Fund expenses.

Year-by-Year Total Return for Class Y Shares (%)*

[GRAPH]

1992 2.87
1993 2.12
1994 2.54
1995 3.66
1996 3.07
1997 3.23
1998 3.09
1999 2.96

Best Quarter: 2nd Quarter 1995 +0.99%*
Worst Quarter: 1st Quarter 1994 +0.49%*

Year-to-date total return through 3/31/2000 was +0.83%.*

The next table lists the Fund's average annual total return for Class Y shares
over the past one and five years and since inception (through 12/31/1999). This
table is intended to provide you with some indication of the risks of investing
in the Fund.

Average Annual Total Return
(for the period ended 12/31/1999)*

<TABLE>
<CAPTION>
Inception Performance
Date Since
of Class 1 year 5 year 10 year 8/15/1991
<S> <C> <C> <C> <C> <C>
Class Y 8/15/1991 2.96% 3.20% N/A 3.01%
</TABLE>

*Since Class S shares have no previous operating history, the performance shown
is for Class Y shares which are not offered in this prospectus. The performance
of each Class will differ only to the extent that the Classes do not have the
same expenses. Year-by-Year Total Return and Average Annual Total Return
include the effects of Rule 12b-1 fees and expenses. These Rule 12b-1 fees are
0.60% for Class S. Class Y shares pay no Rule 12b-1 fees. If Class S had been
in existence for the periods presented above, its total returns would have been
lower.

EXPENSES

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

You pay no shareholder transaction fees.

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

<TABLE>
<CAPTION>
Total Fund
Management 12b-1 Other Operating
Fees Fees Expenses Expenses
<S> <C> <C> <C> <C>
Class S 0.36% 0.60% 0.14% 1.10%
</TABLE>

+Estimated expenses for the fiscal year ending 1/31/2001.

Example of Fund Expenses

<TABLE>
<CAPTION>
After:
<S> <C>
1 year $112
3 years $350
5 years $606
10 years $1,340
</TABLE>

MONEY MARKET FUNDS

11
<PAGE>

EVERGREEN

Treasury Money Market Fund

FUND FACTS:

Goals:
.. Stability of Principal
.. Current Income

Principal Investment:
.. Short-term U.S. Treasury Obligations

Class of Shares Offered in this Prospectus:
.. Class S

Investment Advisor:
.. Evergreen Investment Management

Dividend Payment Schedule:
.. Monthly

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

INVESTMENT GOAL

The Fund seeks to maintain stability of principal while earning current income.

INVESTMENT STRATEGY

The following supplements the investment strategies discussed in the "Overview
of Fund Risks" on page 1.

The Fund will invest in short-term U.S. Treasury obligations (with an average
maturity of 60 days or less) and repurchase agreements backed by such
obligations. U.S. Treasury securities are guaranteed as to principal and
interest, and supported by the full faith and credit of the U.S. government.
The portfolio manager focuses primarily on the interest rate environment in
determining which securities to purchase for the Fund. Generally, in a rising
rate environment, the Fund will invest in securities of shorter maturities. If
interest rates are high, the Fund will invest in securities with longer
maturities; however, the Fund will not acquire any security with a remaining
maturity of greater than 397 days.

RISK FACTORS

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

.. Interest Rate Risk

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

MONEY MARKET FUNDS

12
<PAGE>

EVERGREEN

PERFORMANCE

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

The table below shows the percentage gain or loss for Class Y shares of the
Fund in each calendar year since the Class Y shares' inception on 3/6/1991. It
should give you a general idea of the risks of investing in the Fund by showing
how the Fund's return has varied from year-to-year. This table includes the
effects of Fund expenses.

Year-by-Year Total Return for Class Y Shares (%)*

[GRAPH]

1992 3.67
1993 3.04
1994 4.06
1995 5.69
1996 5.09
1997 5.24
1998 5.14
1999 4.65

Best Quarter: 2nd Quarter 1995 +1.43%*
Worst Quarter: 2nd Quarter 1993 +0.75%*

Year-to-date total return through 3/31/2000 was +1.29%.*

The next table lists the Fund's average annual total return for Class Y over
the past one and five years and since inception (through 12/31/1999). This
table is intended to provide you with some indication of the risks of investing
in the Fund.

Average Annual Total Return
(for the period ended 12/31/1999)*

<TABLE>
<CAPTION>
Inception Performance
Date Since
of Class 1 year 5 year 10 year 3/6/1991
<S> <C> <C> <C> <C> <C>
Class Y 3/6/1991 4.65% 5.16% N/A 4.67%
</TABLE>

*Since Class S shares have no previous operating history, the performance shown
is for Class Y shares which are not offered in this prospectus. The performance
of each Class will differ only to the extent that the Classes do not have the
same expenses. Year-by-Year Total Return and Average Annual Total Return
include the effects of Rule 12b-1 fees and expenses. These Rule 12b-1 fees are
0.60% for Class S. Class Y shares pay no Rule 12b-1 fees. If Class S had been
in existence for the periods presented above, its total returns would have been
lower.

EXPENSES

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

You pay no shareholder transaction fees.

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

<TABLE>
<CAPTION>
Total Fund
Management 12b-1 Other Operating
Fees Fees Expenses Expenses
<S> <C> <C> <C> <C>
Class S 0.31% 0.60% 0.13% 1.04%
</TABLE>

+Estimated expenses for the fiscal year ending 1/31/2001.

Example of Fund Expenses

<TABLE>
<CAPTION>
After:
<S> <C>
1 year $106
3 years $331
5 years $654
10 years $1,271
</TABLE>

MONEY MARKET FUNDS

13
<PAGE>

EVERGREEN

THE FUNDS' INVESTMENT ADVISORS

An investment advisor manages a Fund's investments and supervises its daily
business affairs. There are two different investment advisors for the Funds.
All investment advisors for the Evergreen Funds are subsidiaries of First Union
Corporation, the sixth largest bank holding company in the United States, with
over $253.6 billion in consolidated assets as of 3/31/2000. First Union
Corporation is located at 301 South College Street, Charlotte, North Carolina
28288-0013.

Evergreen Asset Management Corp. (EAMC)
is the investment advisor to:
.. Florida Municipal Money Market Fund
.. Money Market Fund
.. Municipal Money Market Fund
.. New Jersey Municipal Money Market Fund

EAMC, with its predecessors, has served as investment advisor to the Evergreen
Funds since 1971, and currently manages over $23.43 billion in assets for 20 of
the Evergreen Funds. EAMC is located at 1311 Mamaroneck Avenue, White Plains,
New York 10605.

Evergreen Investment Management (EIM)
is the investment advisor to:
.. Pennsylvania Municipal Money Market Fund
.. Treasury Money Market Fund

EIM (formerly known as the Capital Management Group or CMG), a division of
First Union National Bank (FUNB), has been managing money for over 50 years and
currently manages over $30.2 billion in assets for 40 of the Evergreen Funds.
EIM is located at 201 South College Street, Charlotte, North Carolina 28288-
0630.

Lieber & Company is the investment sub-advisor to:
.. Florida Municipal Money Market Fund
.. Money Market Fund
.. Municipal Money Market Fund
.. New Jersey Municipal Money Market Fund

EAMC has entered into sub-advisory agreements with Lieber & Company, an
indirect wholly-owned subsidiary of First Union National Bank, which provide
that Lieber & Company's research department and staff will furnish EAMC with
information, investment recommendations, advise and assistance, and will
generally be available for consultation on the portfolios of Florida Municipal
Money Market Fund, Money Market Fund, Municipal Money Market Fund and New
Jersey Municipal Money Market Fund. Lieber & Company will be reimbursed by EAMC
in connection with the rendering of services on the basis of the direct and
indirect costs of performing such services. There is no additional charge to
the Funds for the services provided by Lieber & Company. Lieber & Company is
located at 1311 Mamaroneck Avenue, White Plains, New York 10605.

For the fiscal year ended 1/31/2000, the aggregate advisory fee paid to the
investment advisor by each Fund was as follows:

<TABLE>
<CAPTION>
% of the Fund's
Fund average daily net assets*
<S> <C>
Florida Municipal Money Market Fund 0.44%
Money Market Fund 0.45%
Municipal Money Market Fund 0.48%
New Jersey Municipal Money Market Fund 0.45%
Pennsylvania Municipal Money Market Fund 0.40%
Treasury Money Market Fund 0.35%
</TABLE>

*As of January 3, 2000, the Funds' contractual advisory fees were reduced in
order to offset an increase in each Fund's administrative services fees to
0.10%.

CALCULATING THE SHARE PRICE

The value of one share of a Fund, also known as the net asset value, or NAV, is
calculated twice daily on each day the New York Stock Exchange is open at 12
noon (Eastern time) and as of the time the Exchange closes (normally 4 p.m.
Eastern time). The Fund calculates the share price for each share by adding up
its total assets, subtracting all liabilities, then dividing the result by the
total number of shares outstanding. Each class of shares is calculated
separately. Each security held by a Fund is valued on an amortized cost basis
according to Rule 2a-7 under the Investment Company Act of 1940. Under this
method of valuation, a security is initially valued at its acquisition cost,
and thereafter a contstant straightline 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 price per share you pay for a Fund purchase or the amount you receive for a
Fund redemption is based on the next price calculated after the order is
received and all required information is provided. The value of your account at
any given time is the latest share price multiplied by the number of shares you
own.

HOW TO CHOOSE AN EVERGREEN FUND

When choosing an Evergreen Fund, you should:
.. Most importantly, read the prospectus to see if the Fund is suitable for you.

MONEY MARKET FUNDS

14
<PAGE>

EVERGREEN

.. Consider talking to an investment professional. He or she is qualified to
give you investment advice based on your investment goals and financial
situation and will be able to answer questions you may have after reading the
Fund's prospectus. He or she can also assist you through all phases of
opening your account.
.. Request any additional information you want about the Fund, such as the
Statement of Additional Information (SAI), Annual Report or Semi-annual
Report by calling 1-800-343-2898. In addition, any of theses documents, with
exception of the SAI, may be downloaded off our website at www.evergreen-
funds.com.

HOW TO CHOOSE THE SHARE CLASS THAT BEST SUITS YOU

After choosing a Fund, you select a share class. Each Fund offers up to five
different share classes: Class A, Class B, Class C, Class Y and Class S. Only
Class S shares are offered in this prospectus.

Each Fund offers Class S shares at net asset value (NAV) without an initial
sales charge or a deferred sales charge. However, Class S shares are subject to
0.60% 12b-1 fees. There are no investment minimums on Class S shares.

HOW TO BUY AND REDEEM SHARES

Class S shares of each Fund are sold at net asset value (NAV) through certain
broker-dealers and financial institutions with selling agreements for EDI. You
can redeem your Class S shares of each Fund at NAV through certain broker-
dealers and financial institutions with selling agreements for EDI on any day
the New York Stock Exchange is open pursuant to the Fund's procedures.
Investors should refer to their broker-dealer or financial institution as
appropriate for instruction and further information.

OTHER SERVICES

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

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

THE TAX CONSEQUENCES OF INVESTING IN THE FUNDS

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

Fund Distributions
A mutual fund passes along to all of its shareholders the net income or profits
it receives from its investments. The shareholders of the fund then pay any
taxes due, whether they receive these distributions in cash or elect to have
them reinvested. The Florida Municipal Money Market Fund, Municipal Money
Market Fund, New Jersey Municipal Money Market Fund and Pennsylvania Municipal
Money Market Fund expect that substantially all of their regular dividends will
be exempt from federal income tax other than the alternative minimum tax.
Otherwise, the Funds will distribute two types of taxable income to you:

.. Dividends. To the extent the regular dividends are derived from interest that
is not tax-exempt, or from short-term capital gains, you will have to include
them in your federal taxable income. Each Fund pays a monthly dividend from
the dividends, interest and other income on the securities in which it
invests.

.. Capital Gains. When a mutual fund sells a security it owns for a profit, the
result is a capital gain. The Funds generally distribute capital gains, if
any, at least once a year, near the end of the calendar year. Short-term
capital gains reflect securities held by the Fund for a year or less and are
considered ordinary income just like dividends. Profits on securities held
longer than 12 months are considered long-term capital gains and are taxed at
a special tax rate (20% for most taxpayers.)

Dividend and Capital Gain Reinvestment
Unless you choose otherwise on the account application, all dividend and
capital gain payments will be reinvested to buy additional shares. Distribution
checks that are returned and distribution checks that are uncashed when the
shareholder has failed to respond to mailings from

MONEY MARKET FUNDS

15
<PAGE>

EVERGREEN

the shareholder servicing agent will automatically be reinvested to buy
additional shares.

No interest will accrue on amounts represented by uncashed distribution or
redemption checks.

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

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

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

FEES AND EXPENSES OF THE FUNDS

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

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

12b-1 Fees
The Trustees of the Evergreen Funds have approved a policy to assess 12b-1 fees
for Class S shares. Up to 1.00% of the average daily net assets of Class S
shares may be payable as 12b-1 fees. However, currently the 12b-1 fees for
Class S shares are limited to 0.60% of the average daily net assets of the
class. These fees increase the cost of your investment. The purpose of the 12b-
1 fees is to promote the sale of more shares of the Fund to the public. The
Fund may use the 12b-1 fees for advertising and marketing and as a "service
fee" to the broker-dealer for additional shareholder services.

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

Total Fund Operating Expenses
The total cost of running the Fund is called the expense ratio. As a
shareholder, you are not charged these fees directly; instead they are taken
out before the Fund's net asset value is calculated, and are expressed as a
percentage of the Fund's average daily net assets. The effect of these fees is
reflected in the performance results for that share class. Because these fees
are "invisible," investors should examine them closely in the prospectus,
especially when comparing one fund with another fund in the same investment
category. There are three things to remember about expense ratios: 1) your
total return in the Fund is reduced in direct proportion to the fees; 2)
expense ratios can vary greatly between funds and fund families, from under
0.25% to over 3.00%; and 3) a Fund's advisor may waive a portion of the Fund's
expenses for a period of time, reducing its expense ratio.

OTHER FUND PRACTICES

Taxable securities in which Florida Municipal Money Market Fund, Municipal
Money Market Fund, New Jersey Municipal Money Market Fund and Pennsylvania
Municipal Money Market Fund may invest on a short-term basis include
obligations of the U.S. government, its agencies or instrumentalities,
including repurchase agreements with banks or securities dealers involving such
securities; time deposits maturing in not more than seven days; other debt
securities rated within the two highest rating categories by any nationally
recognized statistical rating organization; commercial paper rated in the
highest grade by Moody's Investors Service, Inc. or Standard & Poor's Ratings
Services; and certificates of deposit issued by U.S. branches of U.S. banks
with assets of $1 billion or more.

MONEY MARKET FUNDS

16
<PAGE>

EVERGREEN

The Funds may invest in futures and options. Such practices are used to hedge a
Fund's portfolio to protect against changes in interest rates, to adjust a
portfolios duration, to maintain a Fund's exposure to its market, to manage
cash or to attempt to increase income. Although this is intended to increase
returns, those practices may actually reduce returns or increase volatility.

Florida Municipal Money Market Fund, New Jersey Municipal Money Market Fund and
Pennsylvania Municipal Money Market Fund do not intend to concentrate their
investments in any one industry. However, from time to time, a Fund may invest
25% or more of its 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 others. Two examples of
obligations related in this way are (i) an obligation, 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
fund 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.

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

MONEY MARKET FUNDS

17
<PAGE>

EVERGREEN

Notes

MONEY MARKET FUNDS

18
<PAGE>

EVERGREEN

Notes

MONEY MARKET FUNDS

19
<PAGE>

EVERGREEN

Notes

MONEY MARKET FUNDS

20
<PAGE>

EVERGREEN

Notes

<PAGE>

For More Information About the Evergreen Money Market Funds, Ask for:

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

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

For questions, other information, or to request a
copy, without charge, of any of the documents, call
1-800-343-2898 or ask your investment
representative. We will mail material within three
business days. In addition, any of these documents,
with exception of the SAI, may be downloaded off our
website at www.evergreen-funds.com.

Information about these Funds (including the SAI) is
also available on the SEC's Internet website at
http://www.sec.gov. Copies of this material may be
obtained for a duplication fee, by writing the SEC
Public Reference Section, Washington DC 20549-6009
or by electronic request at the following email
address: [email protected]. This material can also
be reviewed and copied at the SEC's Public Reference
Room in Washington, DC. For more information about
the operation of the Public Reference Room, call the
SEC at 1-800-SEC-0330.

Evergreen Distributor, Inc.
90 Park Avenue
New York, New York 10016
811 08555

90654 554285 5/2000

-------------
BULK RATE
[LOGO OF EVERGREEN FUNDS] U.S.
POSTAGE
401 South Tryon Street PAID
Charlotte, NC 28288 PERMIT NO. 19
HUDSON, MA
-------------

<PAGE>

EVERGREEN MONEY MARKET TRUST

PART B

STATEMENT OF ADDITIONAL INFORMATION

<PAGE>
Statement of Additional Information for Evergreen Money Market Fund,
Evergreen Pennsylvania Municipal Money Market Fund, Evergreen Municipal Money
Market Fund, Evergreen Treasury Municipal Money Market Fund, Evergreen Florida
Municipal Money Market Fund and Evergreen New Jersey Municipal Money Market Fund
is incorporated by reference to Post-Effective Amendment No. 9 filed on
May 28, 1999.

<PAGE>
EVERGREEN MONEY MARKET TRUST

PART C

OTHER INFORMATION

Item 23 Exhibits

Unless otherwise indicated, each of the Exhibits listed below is filed
herewith.

<TABLE>
<CAPTION>
Exhibit
Number Description Location
- ------- ----------- -----------
<S> <C>
<C>
(a) Declaration of Trust Incorporated by reference to
Registrant's Registration Statement
Filed on December 12, 1997

(b) By-laws Incorporated by reference to
Registrant's Registration Statement
Filed on December 12, 1997

(c) Provisions of instruments defining the rights
of holders of the securities being registered
are contained in the Declaration of Trust
Articles II, III.(6)(c), VI.(3), IV.(8), V, VI,
VII, VIII and By-laws Articles II, III and VIII
included as part of Exhibits 1 and 2 of this
Registration Statement

(d)(1) Investment Advisory and Management Incorporated by reference to
Agreement between the Registrant and First Registrant's Registration Statement
Union National Bank Filed on August 6, 1999

(d)(2) Investment Advisory and Management Incorporated by reference to
Agreement between the Registrant and Evergreen Registrant's Registration Statement
Asset Management Corp. Filed on August 6, 1999

(e)(1) Class A and Class C Principal Underwriting Incorporated by reference to
Agreement between the Registrant and Evergreen Registrant's Registration Statement
Distributor, Inc. Filed on August 6, 1999

(e)(2) Class B Principal Underwriting Agreement Incorporated by reference to
between the Registrant and Evergreen Distributor, Post-Effective Amendment No. 4 to
Inc. (Evergreen) Registrant's Registration Statement
Filed on May 31, 1998 ("Post-
Effective Amendment No. 4")

(e)(3) Class Y Principal Underwriting Agreement Incorporated by reference to
between the Registrant and Evergreen Distributor, Registrant's Registration Statement
Inc. Filed on August 6, 1999

(e)(4) Specimen of Dealer Agreement used by Evergreen Incorporated by reference to
Distributor, Inc. Registrant's Registration Statement
Filed on December 12, 1997

(f) Form of Deferred Compensation Plan Incorporated by reference to
Registrant's Registration Statement
Filed on December 12, 1997

(g)(1) Custodian Agreement between the Registrant Post-Effective Amendment No. 4
and State Street Bank and Trust Company

(g)(2) Letter Amendment to Custodian Agreement Incorporated by reference to
(California & U.S. Government Money Market Funds) Registrant's Registration Statement
Filed on August 6, 1999

(h)(1) Administration Agreement between Evergreen Contained herein.
Investment Services, Inc. and the Registrant

(h)(2) Transfer Agent Agreement between the Post-Effective Amendment No. 4
Registrant and Evergreen Service Company

(h)(3) Letter Amendment to Transfer Agent Agreement Incorporated by reference to
(California & U.S. Government Money Market Funds) Registrant's Registration Statement
Filed on August 6, 1999

(i) Opinion and Consent of Sullivan & Worcester LLP Incorporated by reference to
Registrant's Registration Statement

(j)(1) Consent of PriceWaterhouseCoopers, LLP. Incorporated by reference Post-Effective Amendment
(Money Market & Municipal Money Market Funds) No. 7 Filed on April 1, 1999

(j)(2) Consent of KPMG Peat Marwick, LLP. Incororated by reference Post-Effective Amendment
(FL, NJ PN Municipal and Treasury Money No. 7 Filed on April 1, 1999
Market Funds)

(k) Not applicable

(l) Not applicable

(m)(1) 12b-1 Distribution Plan for Class A Incorporated by reference to
Registrant's Registration Statement
Filed on August 6, 1999

(m)(2) 12b-1 Distribution Plan for Class B Post-Effective Amendment No. 4

(m)(3) 12b-1 Distribution Plan for Class C Post-Effective Amendment No. 4

(n) Not applicable

(o) Multiple Class Plan. Contained herein.

(p) Code of Ethics Contained herein.

</TABLE>

Item 24. Persons Controlled by or Under Common Control with Registrant.

None

Item 25. Indemnification.

Registrant has obtained from a major insurance carrier a trustees and
officers liability policy covering certain types of errors and ommissions.
Provisions for the indemnification of the Registrant's Trustees and
officers are also contained in the Registrant's Declaration of Trust.

Provisions for the indemnification of the Registrant's Investment
Advisors are contained in their respective Investment Advisory and Management
Agreements.

Provisions for the indemnification of Evergreen Distributor, Inc., the
Registrant's principal underwriter, are contained in the Principal Underwriting
Agreement between Evergreen Distributor, Inc. and the Registrant.

Provisions for the indemnification of Evergreen Service Company, the
Registrant's transfer agent, are contained in the Master Transfer and
Recordkeeping Agreement between Evergreen Service Company and the Registrant.

Provisions for the indemnification of State Street Bank and Trust Co., the
Registrant's custodian, are contained in the Custodian Agreement between State
Street Bank and Trust Co., and the Registrant.

Item 26. Business or Other Connections of Investment Adviser.

The Directors and principal executive officers of First Union National
Bank are:

Edward E. Crutchfield, Jr. Chairman, First Union Corporation and First
Union National Bank

G. Kennedy Thompson Chief Executive Officer, President and
Director, First Union Corporation and First
Union National Bank

Mark C. Treanor Executive Vice President, Secretary &
General Counsel, First Union Corporation;
Secretary and Executive Vice President,
First Union National Bank

Robert T. Atwood Executive Vice President and Chief Financial
Officer, First Union Corporation; Chief
Financial Officer and Executive Vice
President, First Union National Bank

All of the above persons are located at the following address: First
Union National Bank, One First Union Center, Charlotte, NC 28288.

The information required by this item with respect to Evergreen Asset
Management Corp. is incorporated by reference to the Form ADV (File No.
801-46522) of Evergreen Asset Management Corp.

Item 27. Principal Underwriters.

Evergreen Distributor, Inc., acts as principal underwriter for each
registered investment company or series thereof that is a part of the Evergreen
"fund complex" as such term is defined in Item 22(a) of Schedule 14A under the
Securities Exchange Act of 1934.

The Directors and principal executive officers of Evergreen
Distributor, Inc. are:

Dennis Sheehan Director, Chief Financial Officer

Maryann Bruce President

Kevin J. Dell Vice President, General Counsel and Secretary

Messrs. Sheehan and Dell are located at the following address:
Evergreen Distributor, Inc., 90 Park Avenue, New York, New York 10019.

Ms. Bruce is located at 201 South College Street, Charlotte, NC 28288.

Item 28. Location of Accounts and Records.

All accounts and records required to be maintained by Section 31(a) of the
Investment Company Act of 1940 and the Rules 31a-1 through 31a-3 promulgated
thereunder are maintained at one of the following locations:

All accounts and records required to be maintained by Section 31(a) of
the Investment Company Act of 1940 and the Rules 31a-1 through 31a-3 promulgated
thereunder are maintained at one of the following locations:

Evergreen Investment Services, Inc., Evergreen Service Company and
Evergreen Investment Management Company (formerly Keystone Investment Management
Company), all located at 200 Berkeley Street, Boston, Massachusetts 02110

First Union National Bank, One First Union Center, 301 S. College
Street, Charlotte, North Carolina 28288

Evergreen Asset Management Corp., 1311 Mamaroneck Avenue, White Plains,
New York 10605

Iron Mountain, 3431 Sharp Slot Road, Swansea, Massachusetts 02777

State Street Bank and Trust Company, 2 Heritage Drive, North Quincy,
Massachusetts 02171

Item 29. Management Services.

Not Applicable

Item 30. Undertakings.

The Registrant hereby undertakes to furnish each person to whom a
prospectus is delivered with a copy of the Registrant's latest annual
report to shareholders, upon request and without charge.

<PAGE>
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940 the Registrant has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereto duly
authorized, in the City of Boston, and State of Massachusetts, on the 10th day
of May, 2000.

EVERGREEN MONEY MARKET TRUST

By: /s/ Carol Kosel
-----------------------------
Name: Carol Kosel
Title: Treasurer

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated on the 10th day of May, 2000.
<TABLE>
<CAPTION>
<S> <C> <C>

/s/ William M. Ennis /s/ Laurence B. Ashkin /s/ Charles A. Austin, III
- ---------------------- --------------------- -------------------------
William M. Ennis* Laurence B. Ashkin* Charles A. Austin III *
President Trustee Trustee
(Principal Financial and
Accounting Officer)

/s/ K. Dun Gifford /s/ Arnold H. Dreyfuss /s/ William Walt Pettit
- ------------------ ---------------------- ------------------------
K. Dun Gifford* Arnold H. Dreyfuss* William Walt Pettit*
Trustee Trustee Trustee

/s/ Gerald M. McDonnell /s/ Thomas L. McVerry /s/ Michael S. Scofield
- ---------------------- --------------------- ----------------------
Gerald M. McDonnell* Thomas L. McVerry* Michael S. Scofield*
Trustee Trustee Chairman of the Board
and Trustee

/s/ David M. Richardson /s/ Russell A. Salton, III MD /s/ Leroy Keith, Jr.
- ---------------------- ---------------------------- ----------------------
David M. Richardson* Russell A. Salton, III MD* Leroy Keith, Jr.*
Trustee Trustee Trustee

/s/ Richard J. Shima /s/ Louis W. Moelchert, Jr. /s/ Richard K. Wagoner
- -------------------- ---------------------------- ----------------------
Richard J. Shima* Louis W. Moelchert, Jr.* Richard K. Wagoner*
Trustee Trustee Trustee

/s/ Carol Kosel
- ----------------------
Carol Kosel*
Treasurer
(Principal Financial and
Accounting Officer)

</TABLE>

*By: /s/ Beth K. Werths
- -------------------------------
Beth K. Werths
Attorney-in-Fact

*Beth Werths, by signing her name hereto, does hereby sign this document on
behalf of each of the above-named individuals pursuant to powers of attorney
duly executed by such persons.

<PAGE>

INDEX TO EXHIBITS

Exhibit Number Exhibit
- -------------- -------
(h)(1) Administrative Services Agreement
(o) Multiple Class Plan
(p) Code of Ethics

ADMINISTRATIVE SERVICES AGREEMENT

This Administrative Services Agreement is made as of this 3rd day of
January, 2000 between Evergreen Money Market Trust, a Delaware business trust
(herein called the "Trust"), and Evergreen Investment Services, Inc., a Delaware
corporation (herein called "EIS").

W I T N E S S E T H:

WHEREAS, Trust is a Delaware business trust consisting of one or more
series which operates as an open-end management investment company and is so
registered under the Investment Company Act of 1940; and

WHEREAS, the Trust desires to retain EIS as its Administrator to
provide it with administrative services and EIS is willing to render such
services.

NOW, THEREFORE, in consideration of the premises and mutual covenants
set forth herein, the parties hereto agree as follows:

1. APPOINTMENT OF ADMINISTRATOR. The Trust hereby appoints EIS as Administrator
of the Trust and each of its series listed on SCHEDULE A attached hereto on the
terms and conditions set forth in this Agreement; and EIS hereby accepts such
appointment and agrees to perform the services and duties set forth in Section 2
of this Agreement in consideration of the compensation provided for in Section 4
hereof.

2. SERVICES AND DUTIES. As Administrator, and subject to the supervision and
control of the Trustees of the Trust, EIS will hereafter provide facilities,
equipment and personnel to carry out the following administrative services for
operation of the business and affairs of the Trust and each of its series:

(a) Prepare, file and maintain the Trust's governing documents,
including the Declaration of Trust (which has previously been prepared
and filed), the By laws, minutes of meetings of Trustees and
shareholders, and proxy statements for meetings of shareholders;

(b) Prepare and file with the Securities and Exchange Commission and
the appropriate state securities authorities the registration
statements for the Trust and the Trust's shares and all amendments
thereto, reports to regulatory authorities and shareholders,
prospectuses, proxy statements, and such other documents as may be
necessary or convenient to enable the Trust to make a continuous
offering of its shares;

(c) Prepare, negotiate and administer contracts on behalf of the Trust
with, among others, the Trust's distributor, and custodian and transfer
agent;

(d) Supervise the Trust's fund accounting agent in the maintenance of
the Trust's general ledger and in the preparation of the Trust's
financial statements, including oversight of expense accruals and
payments and the determination of the net asset value of the Trust's
assets and of the Trust's shares, and of the declaration and payment of
dividends and other distributions to shareholders;

(e) Calculate performance data of the Trust for dissemination to
information services covering the investment company industry;

(f) Prepare and file the Trust's tax returns;

(g) Examine and review the operations of the Trust's custodian and
transfer agent;

(h) Coordinate the layout and printing of publicly disseminated
prospectuses and reports;

(i) Prepare various shareholder reports;

(j) Assist with the design, development and operation of new series
of the Trust;

(k) Coordinate shareholder meetings;

(l) Provide general compliance services; and

(m) Advise the Trust and its Trustees on matters concerning the
Trust and its affairs.

The foregoing, along with any additional services that EIS shall agree
in writing to perform for the Trust hereunder, shall hereafter be referred to as
"Administrative Services." Administrative Services shall not include any duties,
functions, or services to be performed for the Trust by the Trust's investment
adviser, distributor, custodian or transfer agent pursuant to their agreements
with the Trust.

3. EXPENSES. EIS shall be responsible for expenses incurred in providing office
space, equipment and personnel as may be necessary or convenient to provide the
Administrative Services to the Trust. The Trust shall be responsible for all
other expenses incurred by EIS on behalf of the Trust, including without
limitation postage and courier expenses, printing expenses, registration fees,
filing fees, fees of outside counsel and independent auditors, insurance
premiums, fees payable to Trustees who are not EIS employees, and trade
association dues.

4. COMPENSATION. As compensation for the Administrative Services provided to the
Trust with respect to each series, the Trust hereby agrees to pay and EIS hereby
agrees to accept as full compensation for its services rendered hereunder an
administrative fee, calculated daily and payable monthly, at an annual rate
determined in accordance with Schedule B attached hereto.

5. RESPONSIBILITY OF ADMINISTRATOR. EIS shall not be liable for any error of
judgment or mistake of law or for any loss suffered by the Trust in connection
with the matters to which this Agreement relates, except a loss resulting from
willful misfeasance, bad faith or gross negligence on its part in the
performance of its duties or from reckless disregard by it of its obligations
and duties under this Agreement. EIS shall be entitled to rely on and may act
upon advice of counsel (who may be counsel for the Trust) on all matters, and
shall be without liability for any action reasonably taken or omitted pursuant
to such advice. Any person, even though also an officer, director, partner,
employee or agent of EIS, who may be or become an officer, trustee, employee or
agent of the Trust, shall be deemed, when rendering services to the Trust or
acting on any business of the Trust (other than services or business in
connection with the duties of EIS hereunder) to be rendering such services to or
acting solely for the Trust and not as an officer, director, partner, employee
or agent or one under the control or direction of EIS even though paid by EIS.

6. DURATION AND TERMINATION.

(a) This Agreement shall be in effect until December 31, 2000, and
shall continue in effect from year to year thereafter, provided it is
approved, at least annually, by a vote of a majority of Trustees of the
Trust including a majority of the disinterested Trustees.

(b) This Agreement may be terminated at any time, without payment of
any penalty, on sixty (60) day's prior written notice by a vote of a
majority of the Trust's Trustees or by EIS.

7. AMENDMENT. No provision of this Agreement may be changed, waived, discharged
or terminated orally, but only by an instrument in writing signed by the party
against which an enforcement of the change, waiver, discharge or termination is
sought.

8. NOTICES. Notices of any kind to be given to the Trust hereunder by EIS shall
be in writing and shall be duly given if delivered to the Trust at: 200 Berkeley
Street, Boston, MA 02116, Attention: Secretary. Notices of any kind to be given
to EIS hereunder by the Trust shall be in writing and shall be duly given if
delivered to EIS at 200 Berkeley Street, Boston, Massachusetts 02116. Attention:
Chief Administrative Officer.

9. LIMITATION OF LIABILITY. EIS is hereby expressly put on notice of the
limitation of liability as set forth in the Declaration of Trust and agrees that
the obligations pursuant to this Agreement of a particular series and of the
Trust with respect to that particular series be limited solely to the assets of
that particular series, and EIS shall not seek satisfaction of any such
obligation from the assets of any other series, the shareholders of any series,
the Trustees, officers, employees or agents of the Trust, or any of them.

10. MISCELLANEOUS. The captions in this Agreement are included for convenience
of reference only and in no way define or delimit any of the provisions hereof
or otherwise affect their construction or effect. If any provision of this
Agreement shall be held or made invalid by a court or regulatory agency
decision, statute, rule or otherwise, the remainder of this Agreement shall not
be affected thereby. Subject to the provisions of Section 5 hereof, this
Agreement shall be binding upon and shall inure to the benefit of the parties
hereto and their respective successors and shall be governed by Delaware law;
provided, however, that nothing herein shall be construed in a manner
inconsistent with the Investment Company Act of 1940 or any rule or regulation
promulgated by the Securities and Exchange Commission thereunder.

<PAGE>

SCHEDULE A
(As of January 3, 2000)

EVERGREEN MONEY MARKET TRUST

<PAGE>

SCHEDULE B
(As of January 3, 2000)

EVERGREEN MONEY MARKET TRUST

- ------------------------------------------------- ----------------------------
FUND ADMINISTRATIVE SERVICES FEE
- ------------------------------------------------- ----------------------------
- ------------------------------------------------- ----------------------------
Evergreen Florida Municipal Money Market Fund 0.06%
- ------------------------------------------------- ----------------------------
- ------------------------------------------------- ----------------------------
Evergreen Money Market Fund 0.06%
- ------------------------------------------------- ----------------------------
- ------------------------------------------------- ----------------------------
Evergreen Municipal Money Market Fund 0.06%
- ------------------------------------------------- ----------------------------
- ------------------------------------------------- ----------------------------
Evergreen New Jersey Municipal Money Market Fund 0.06%
- ------------------------------------------------- ----------------------------
- ------------------------------------------------- ----------------------------
Evergreen Pennsylvania Municipal Money Market Fund 0.06%
- ------------------------------------------------- ----------------------------
- ------------------------------------------------- ----------------------------
Evergreen Treasury Money Market Fund 0.06%
- ------------------------------------------------- ----------------------------

MULTIPLE CLASS PLAN
FOR THE
EVERGREEN FUNDS
As of March 24, 2000

Each Fund in the Evergreen group of mutual funds currently offers one or more of
the following nine classes of shares with the following class provisions and
current offering and exchange characteristics. Additional classes of shares
(such classes being shares having characteristics referred to in Rule 18f-3
under the Investment Company Act of 1940, as amended (the "1940 Act")), when
created, may have characteristics that differ from those described.

I. CLASSES

A. Class A Shares

1. Class A Shares have a distribution plan adopted
pursuant to Rule 12b-1 under the 1940 Act (a "12b-1
Distribution Plan") and/or a shareholder services
plan. The plans provide for annual payments of
distribution and/or shareholder service fees that are
based on a percentage of average daily net assets of
Class A shares, as described in a Fund's current
prospectus.

2. Class A Shares are offered with a front-end sales
load, except that purchases of Class A Shares made
under certain circumstances are not subject to the
front-end load but may be subject to a contingent
deferred sales charge ("CDSC"), as described in a
Fund's current prospectus.

3. Shareholders may exchange Class A Shares of a Fund
for Class A Shares of any other fund, as described in
a Fund's current prospectus.

B. Class B Shares

1. Class B Shares have adopted a 12b-1 Distribution Plan
and/or a shareholder services plan. The plans
provide for annual payments of distribution and/or
shareholder services fees that are based on a
percentage of average daily net assets of Class B
shares, as described in a Fund's current prospectus.

2. Class B Shares are offered at net asset value without
a front-end sales load, but may be subject to a CDSC
as described in a Fund's current prospectus.

3. Class B Shares automatically convert to Class A
Shares without a sales load or exchange fee after
designated periods.

4. Shareholders may exchange Class B Shares of a Fund
for Class B Shares of any other fund, as described in
a Fund's current prospectus.

C. Class C Shares

1. Class C Shares have adopted a 12b-1 Distribution Plan
and/or a shareholder services plan. The plans
provide for annual payments of distribution and/or
shareholder services fees that are based on a
percentage of average daily net assets of Class C
shares, as described in a Fund's current prospectus.

2. Class C Shares are offered at net asset value without
a front-end sales load, but may be subject to a CDSC,
as described in a Fund's current prospectus.

3. Shareholders may exchange Class C Shares of a Fund
for Class C Shares of any other fund, as described in
a Fund's current prospectus.

D. Class J Shares

1. Class J Shares have adopted a 12b-1 Distribution Plan
and/or a shareholder services plan. The plans provide
for annual payments of distribution and/or
shareholder service fees that are based on a
percentage of average daily net assets of Class J
shares, as described in a Fund's current prospectus.

2. Class J Shares are offered with a front-end sales
load, except that purchases of Class J Shares made
under certain circumstances are not subject to the
front-end load or may be subject to a CDSC, as
described in a Fund's current prospectus.

3. Shareholders may exchange Class J Shares of a Fund
for Class J Shares of any other fund named in a
Fund's prospectus.

E. Class S Shares

1. Class S Shares have a 12b-1Distribution Plan and/or a
shareholder services plan. The plans provide for
annual payments of distribution and/or shareholder
service fees that are based on a percentage of
average daily net assets of Class S shares, as
described in a Fund's current prospectus.

2. Class S Shares are offered at net asset value without
a front-end sales load, but may be subject to a CDSC
as described in a Fund's current prospectus.

3. Shareholders may exchange Class S Shares of a Fund
for Class S Shares of any other fund, as described in
a Fund's current prospectus.

F. Class Y Shares

1. Class Y Shares have no distribution or shareholder
services plans.

2. Class Y Shares are offered at net asset value without
a front-end sales load or CDSC.

3. Shareholders may exchange Class Y Shares of a Fund
for Class Y Shares of any other fund, as described in
a Fund's current prospectus.

G. Institutional Service Shares

1. Institutional Service Shares have adopted a 12b-1
Distribution Plan and/or shareholder services plan.
The plans provide for annual payments of distribution
and/or shareholder services fees that are based on a
percentage of average daily net assets of
Institutional Service Shares, as described in a
Fund's current prospectus.

2. Institutional Service Shares are offered at net asset
value without a front-end sales load or CDSC.

3. Shareholders may exchange Institutional Service
Shares of a Fund for Institutional Service Shares of
any other fund, as described in a Fund's current
prospectus, to the extent they are offered by a Fund.

H. Institutional Shares

1. Institutional Shares have no distribution or
shareholder services plans.

2. Institutional Shares are offered at net asset value
without a front-end sales load or CDSC.

3. Shareholders may exchange Institutional Shares of a
Fund for Institutional Shares of any other fund, as
described in a Fund's current prospectus, to the
extent they are offered by a Fund.

I. Charitable Shares

1. Charitable Shares have no distribution or shareholder
services plans.

2. Charitable Shares are offered at net asset value
without a front-end sales load or CDSC.

3. Shareholders may exchange Charitable Shares of a Fund
for Charitable Shares of any other fund, as
described in a Fund's current prospectus, to the
extent they are offered by a Fund.

II. CLASS EXPENSES

Each class bears the expenses of its 12b-1 Distribution Plan and/or
shareholder services plan. Class J Shares shall also bear that portion
of the Transfer Agency fees and other expenses allowed by Rule 18f-3
that are attributable to them due to distribution outside of the United
States. There currently are no other class specific expenses.

III. EXPENSE ALLOCATION METHOD

All income, realized and unrealized capital gains and losses and
expenses not assigned to a class will be allocated to each class based
on the relative net asset value of each class.

IV. VOTING RIGHTS

A. Each class will have exclusive voting rights on any matter
submitted to its shareholders that relates solely to its clas
arrangement.

B. Each class will have separate voting rights on any matter
submitted to shareholders where the interests of one class
differ from the interests of any other class.

C. In all other respects, each class has the same rights
and obligations as each other class.

V. EXPENSE WAIVERS OR REIMBURSEMENTS

Any expense waivers or reimbursements will be in compliance with Rule
18f-3 issued under the 1940 Act.

December 17, 1999
CODE OF ETHICS

Evergreen Select Fixed Income Trust
Evergreen Select Equity Trust
Evergreen Select Money Market Trust
Evergreen Municipal Trust
Evergreen Equity Trust
Evergreen Fixed Income Trust
Evergreen International Trust
Evergreen Money Market Trust
Evergreen Variable Annuity Trust
Mentor Funds
Mentor Cash Resource Trust
Mentor Income Fund, Inc.

1. Definitions

(A) "Access Person" -- any trustee or officer of the Evergreen
Trusts.

(B) The "Act" -- the Investment Company Act of 1940.

(C) "Beneficial Ownership" -- A direct or indirect financial
interest in an investment giving a person the opportunity
directly or indirectly to participate in the risks and rewards
of the investment, regardless of the actual owner of record.
Securities of which a person may have Beneficial Ownership
include, but are not limited to:

(1) Securities owned by a spouse, by or for
minor children or by relatives of the person
or his/her spouse who live in his/her home,
including Securities in trusts of which such
persons are beneficiaries;

(2) A proportionate interest in Securities held
by a partnership of which the person is a
general partner;

(3) Securities for which a person has a right to
dividends that is separated or separable
from the underlying securities; and

(4) Securities that a person has a right to
acquire through the exercise or conversion
of another Security.

(D) "Compliance Officer" - James Angelos, Compliance Department,
Evergreen Investment Management Company, 200 Berkeley Street,
Boston, MA 02116 - (617)210-3690.

(E) "Disinterested Trustee" -- a trustee of any Evergreen Trust
who is not an "interested person" of the Evergreen Trust
within Section 2(a)(19) of the Act.

(F) "Fund" -- any portfolio established by any of the Evergreen
Trusts.

(G) "Purchase or sale of a security" -- includes the writing of an
option to purchase or sell a security.

(H) "Security" -- the same meaning as it has in Section 2(a)(36)
of the Act, but excluding securities issued by the United
States Government, bankers= acceptances, bank certificates of
deposit, commercial paper and shares of registered open-end
investment companies.

2. Prohibited Securities Transactions

(A) No Access Person shall, in connection with the purchase or
sale, directly or indirectly, by such person of a Security
held or to be acquired by any Fund:

(1) Employ any device, scheme or artifice to defraud the
Fund;

(2) Make to the Trust in connection with any Fund any
untrue statement of a material fact or omit to state
a material fact necessary in order to make the
statements made, in light of the circumstances under
which they are made, not misleading;

(3) Engage in any act, practice, or course of business
which operates or would operate as a fraud or deceit
upon any Fund; or

(4) Engage in any manipulative practice with respect to
any Fund.

(B) Inside Information

It is a violation of Federal Securities Laws to enter into
transactions when in possession of material non-public
information (i.e. inside information). Inside Information is
information regarding a Security or its issuer that has not
yet been effectively communicated to the public through an SEC
filing or widely distributed news release, and which a
reasonable investor would consider important in making an
investment decision or which is reasonably likely to impact
the trading price of the Security. Inside Information
includes, but is not limited to, information about (i)
dividend changes, (ii) earnings estimates and changes to
previously released estimates, (iii) other changes in
financial status, (iv) proposed mergers or acquisitions, (v)
purchases or sales of material amounts of assets, (vi)
significant new business, products or discoveries or losses of
business, (vii) litigation or investigations, (viii) liquidity
difficulties or (ix) management changes

From time to time, Trustees may learn about transactions in
which a Fund may engage and other information that may be
considered Inside Information.

(C) No Access Person shall purchase or sell, directly or
indirectly, any security in which he or she has or thereby
acquires any direct or indirect Beneficial Ownership and which
to his or her actual knowledge at the time of such purchase or
sale is being purchased or sold by any Fund or has been
recommended or is being purchased or sold by any Fund.

(D) Section 2(B) shall not apply to the following:

(1) Transactions for any account over which the Access
Person has no direct or indirect influence or
control.

(2) Involuntary transactions by the Access Person or any
Fund.

(3) Purchases under an automatic dividend reinvestment
plan.

(4) Purchases effected by the exercise of rights, issued
by an issuer pro-rata to all holders of a class of
its securities, to the extent such rights were
acquired from such issuer, and sale of such rights.

(5) Transactions approved in advance in writing by the
Chairman of the Board of any Trust (and in his
absence or unavailability by the President of the
Trust) which he or she finds to be:

(a) Only remotely potentially harmful to a Fund
because they would be very unlikely to
affect a highly institutional market, or

(b) Clearly not related economically to the
securities to be purchased, sold or held by
a Fund.

3. Reports

(A) Subject to subsection (B) below, each Access Person shall make
the reports required by section 270.17j-1(d) of the rules and
regulations issued under the Act.

(B) A Disinterested Trustee of any Fund need only report a
transaction in a Security if he or she knows at the time of
such transaction or, in the ordinary course of fulfilling his
or her official duties as trustee, should have known that
during the 15 day period immediately preceding or after the
date of the transaction, such Security was or would be
purchased or sold by any Fund or was or would be considered
for purchase or sale by any Fund or its investment adviser.

4. Enforcement

(A) Each violation of or issue arising under this Code shall be
reported to the Board of Trustees at or before the next
regular meeting of the Boards.

(B) The Board of Trustees may impose such sanctions or penalties
upon a violator of this Code as it deems appropriate
circumstances.

(C) The Compliance Officer shall review reports filed under the
Code to determine whether any violation may have occurred.

5. Recordkeeping

The Compliance Officer shall maintain the appropriate records and
reports of the Code, any violations and/or sanctions for at least 5
years.

<PAGE>

CODE OF ETHICS

CAPITAL MANAGEMENT GROUP OF FIRST UNION NATIONAL BANK
EVERGREEN INVESTMENT MANAGEMENT
FIRST CAPITAL GROUP
FIRST INVESTMENT ADVISORS
EVERGREEN ASSET MANAGEMENT CORP.
EVERGREEN INVESTMENT MANAGEMENT COMPANY
LIEBER & COMPANY MENTOR INVESTMENT ADVISORS MENTOR PERPETUAL ADVISORS MERIDIAN
INVESTMENT COMPANY TATTERSALL ADVISORY GROUP, INC.

Effective December 17, 1999

As an Employee of any of the CMG Covered Companies, you are required to read,
understand and abide by this Code of Ethics. The Code contains affirmative
requirements as well as prohibitions that you are required to adhere to in
connection with securities transactions effected on your behalf and on behalf of
clients (including the Evergreen Funds). Such requirements include, among other
things, (i.) notifying the Compliance Department upon establishing a personal
securities account with a broker/dealer, (ii.) in certain cases, obtaining
permission prior to engaging in a personal securities transaction, and (iii.)
reporting personal securities transactions to the Compliance Department. FAILURE
TO ADHERE TO THE CODE COULD RESULT IN SANCTIONS, INCLUDING DISMISSAL FROM
EMPLOYMENT, AND COULD ALSO IN CERTAIN CASES EXPOSE YOU TO CIVIL OR CRIMINAL
PENALTIES SUCH AS FINES AND/OR IMPRISONMENT.

No written code can explicitly cover every situation that possibly may arise.
Even in situations not expressly described, the Code and your fiduciary
obligations generally require you to put the interests of your clients ahead of
your own. If you have any questions regarding the appropriateness of any action
under this Code or under your fiduciary duties generally, you should contact
your Compliance Officer or Assistant General Counsel to discuss the matter
before taking the action in question. Similarly, you should consult with your
Compliance or Legal officer if you have any questions concerning the meaning or
interpretation of any provision of the Code.

Finally, as an Employee of First Union Corporation or one of its divisions or
subsidiaries, you should consult First Union's Code of Conduct contained in your
Employee Handbook. This Code uses many defined terms that are defined in Section
V.

I. PROHIBITED ACTIVITIES

A. No Employee shall engage in any Security transactions, activity or
relationship that creates or has the appearance of creating a conflict of
interest (financial or other) between the Employee and a Covered Company or a
Client Account. Each Employee shall always place the financial and business
interests of the Covered Companies and Client Accounts before his or her own
personal financial and business interests.

B. No Employee shall:

(1) employ any device, scheme or artifice to defraud a Client Account;
(2) engage in any act, practice, or course of business which operates or
would operate as a fraud or deceit upon a Client Account; or
(3) engage in any fraudulent, deceptive or manipulative practice with
respect to a Client Account.

C. No Employee shall purchase or sell, directly or indirectly, any Security for
any Personal Account, any Client Account, the account of a Covered Company, or
any other account, while in possession of Inside Information concerning that
Security or the issuer without the prior written approval of the Compliance
Officer and the Assistant General Counsel and (per First Union's Code of
Conduct) First Union's Conflict of Interest Committee, which approval shall
specifically determine that such trading would not constitute an improper use of
such Inside Information. Employees possessing Inside Information shall take
reasonable precautions to ensure that such information is not disseminated
beyond those Employees with a need to know such information. Any questions
should be directed to the Compliance Officer or Assistant General Counsel.

D. No Employee shall recommend or cause a Covered Company or Client Account to
take action or refrain from taking action for the Employee's own personal
benefit.

E. It is presumed that Employees in one geographic location will not have
knowledge of transactions effected in another geographic location, but use of
any such information would likewise be prohibited.

(1) No Employee shall purchase or sell any Security for any Personal
Account if he or she knows such Security (i.) is being purchased or
sold for any Covered Company or Client Account or (ii.) is being
actively considered for purchase or sale by any Covered Company or
Client account.

(2) A Covered Company shall not purchase or sell any Security for its own
account if the Employee making such purchase or sale knows such
Security (i.) is being purchased or sold for any Client Account or
(ii.) is being actively considered for purchase or sale by any Client
Account.

The prohibitions contained in E.(1) and E.(2) shall not apply to:

(a) purchases pursuant to a dividend reinvestment program or purchases
based upon preexisting status as a security holder, policy holder
or depositor;
(b) purchases of Securities through the exercise of rights issued to
the Employee as part of a pro rata issue to all holders of such
Securities, and the sale of such rights;
(c) transactions that are non-volitional, including any sale out of a
brokerage account resulting from a bona fide margin call as long
as collateral was not withdrawn from such account within 10 days
prior to the call; and
(d) transactions previously approved in writing by the Compliance
Officer that have been determined not to be harmful to any Client
Account because of the volume of trading in the Security.

F. No Employee shall purchase a Security for any Personal Account in an initial
public offering, except for initial public offerings where the individual has a
right to purchase the Security based on a preexisting status as a security
holder, policy holder or depositor.

G. No Employee shall maintain or open a brokerage account constituting a
Personal Account unless duplicate confirmations and statements of all account
activity are forwarded to the Compliance Officer.

H. No Employee shall use any Derivative to evade the restrictions of this Code
of Ethics.

I. No Investment Person shall be a director of a publicly traded company other
than First Union Corporation without prior written approval of the Compliance
Officer. Approval generally will not be granted.

J. No Access Person shall make investments for any Personal Account in any
investment club without prior written approval from the Compliance Officer.

K. No Access Person may purchase a Security for any Personal Account in a
private offering without prior written approval of the person's Chief Investment
Officer or the Compliance Officer. In considering whether to grant such
approval, the Compliance Officer or Chief Investment Officer will consider
several factors, including but not limited to:

(1) whether the investment opportunity should be reserved for a Client
Account; and
(2) whether the opportunity is being offered to the Access Person by virtue
of his or her position with respect to a Client Account or a Covered
Company.

If approval is granted, the Access Person must disclose the investment to the
appropriate Chief Investment Officer before participating in any way in any
decision as to whether a Client Account should invest in such Security or in
another Security issued by the same issuer. In such circumstances, the Chief
Investment Officer will conduct a review by investment personnel with no
interest in the issuer prior to a purchase on behalf of a Client Account. The
Compliance Officer shall retain a record of this approval and the rationale
supporting it.

L. No Access Person may offer investment advice or manage any person's portfolio
in which he or she does not have Beneficial Ownership other than a Client
Account without prior written approval from the Compliance Officer.

M. No Investment Person may profit from the purchase and sale or sale and
purchase of the same (or equivalent) Securities (other than securities issued by
First Union Corporation) in a Personal Account within 60 calendar days. Any
resulting profits will be disgorged as instructed by the Compliance Officer.

N. No Investment Person may buy or sell a Security for any Personal Account
within seven calendar days before or after a Client Account that he or she
manages, or provides information or advice to, or executes investment decisions
for, trades in that Security, except:

(1) purchases pursuant to a dividend reinvestment program or purchases
based upon preexisting status as a security holder, policy holder or
depositor;
(2) purchases of Securities through the exercise of rights issued to the
Employee as part of a pro rata issue to all holders of such Securities,
and the sale of such rights;
(3) transactions that are non-volitional, including any sale out of a
brokerage account resulting from a bona fide margin call as long as
collateral was not withdrawn from such account within ten days prior to
the call; and
(4) transactions previously approved in writing by the Compliance Officer
that have been determined not to be harmful to any Client Account
because of the volume of trading in the Security.

Any related profits from such transaction will be disgorged as instructed by
the Compliance Officer.

O. No Employee shall, directly or indirectly, in connection with any purchase or
sale of any Security by a Client Account or a Covered Company or in connection
with the business of a Client Account or a Covered Company, accept or receive
from a third party any gift or other thing of more than de minimis value, other
than (i.) business entertainment such as meals and sporting events involving no
more than ordinary amenities and (ii.) unsolicited advertising or promotional
materials that are generally available. An Employee also should consult First
Union Corporation's Code of Conduct relating to acceptance of gifts from
customers and suppliers. An Employee shall refer questions regarding the
permissibility of accepting items of more than de minimis value to the
Compliance Officer.

II. PRE-CLEARING PERSONAL TRADES

Pre-Clearance Procedures and Standards

A. No Access Person may engage in a Securities transaction (other than a
transaction described in Section B. below) involving a Personal Account unless
he/she has first pre-cleared the transaction by completing a Personal Investment
Pre-Clearance Form and had the form signed and/or initialed as set forth
therein. Approval shall be indicated by the Access Person's Chief Investment
Officer or other designated supervisor signing and dating the Form where
indicated at the bottom. Any such approval shall only be valid until the end of
the next trading day. The time allotment is limited to the actual time of
purchase or sale of the Security. If execution of the trade does not take place
by the end of the next trading day, then another pre-clearance request must be
processed and approved. "Good till cancelled" orders are forbidden and "no -
limit" orders must be cancelled or pre-cleared again by the end of the next
trading day after the approval if the trade is not executed.

B. The following transactions are excluded from the pre-clearance requirement:

(1) any transactions in Securities traded on a national securities exchange
or NASDAQ NMS with an aggregate amount of (i.) 500 shares or less or
(ii.) $25,000 or less (whichever is a lessor amount) of a particular
security within a seven-day window. The de minimis is not valid for an
Investment Person who has knowledge of recent purchases and sales of
the same security within Client accounts.
(2) purchases pursuant to a dividend reinvestment program (DRIP) or
purchases based upon preexisting status as a security holder, policy
holder or depositor;
(3) purchases of Securities through the exercise of rights issued to the
Employee as part of a pro rata issue to all holders of such Securities,
and the sale of such rights;
(4) transactions that are non-volitional, including any sale out of a
brokerage account resulting from a bona fide margin call as long as
collateral was not withdrawn from such account within ten days prior to
the call;
(5) transactions in Securities issued by First Union Corporation;
(6) transactions by an Investment Person in a Security that all Client
Accounts for which the person makes or executes investment decisions or
recommendations are prohibited under their investment guidelines from
purchasing; and
(7) transactions previously approved in writing by the Compliance Officer
that have been determined not to be harmful to any Client Account
because of the volume of trading in the Security.

C. Failure to receive pre-approval on applicable trades will result in the
following actions:

(1) First Failure: Letter of Reprimand;
(2) Second Failure: $100.00 fine, payable to a charity agreeable to the
Compliance Officer and the Access Person;
(3) Third Failure: $250.00 fine, payable to a charity agreeable to the
Compliance Officer and the Access Person;
(4) Fourth Failure: Referral to appropriate management for action.

D. All employees should consult the First Union Code of Conduct regarding the
permissibility of investing in other financial institutions.

III. REPORTING REQUIREMENTS

A. Each year every Employee must sign an acknowledgment stating that he/she has
received and reviewed and will comply with this Code of Ethics. New Employees
should read and sign the policy within 30 days of employment.

B. Each Employee shall give written instructions to every broker with whom he or
she transacts for any Personal Account to provide duplicate confirmation for all
purchases and sales of Securities to:

For First Union Capital Management Group, First Capital Group, and Evergreen
Investment Management (not EIMCO) Employees:

First Union National Bank
201 South College St./CP3
Charlotte, NC 28202-0137
ATTN: CMG Compliance

For Lieber & Company and Evergreen Asset Management Corp. Employees:

Evergreen Funds
2500 Westchester Avenue
Purchase, NY 10577
ATTN: Compliance Department

For Evergreen Investment Management Company, Inc. Employees:

Evergreen Funds
200 Berkeley Street
Boston, MA 02116
ATTN: Compliance Department

For Mentor Investment Advisor and Mentor Perpetual Advisors Employees:

Evergreen Funds
901 E. Byrd St.
Richmond, VA 23219
ATTN: Compliance Department

For Tattersall Advisory Group, Inc. Employees:

Tattersall Advisory Group, Inc.
6802 Paragon Place, Suite 200
Richmond, VA 23230
ATTN: Compliance Department

For Meridian Investment Company Employees:

Vicki Calhoun
First Union National Bank/Trust Compliance
PO Box 7558
Philadelphia, PA 19101-7558

C. Employees who are not Investment Persons or Access Persons must report all
transactions for their Personal Account annually for each year ending December
31 by the following January 31.

D. Each Access Person must report all Securities holdings in all Personal
Accounts upon commencement of employment (or within ten days of becoming an
Access Person) and thereafter annually, for each year ending December 31 by the
following January 31. A separate holdings list need not be provided if all
personal security holdings are otherwise listed on copies of brokerage
statements received by Compliance.

E. Each Access Person shall file with the Compliance Officer within ten calendar
days after the end of each calendar quarter (March 31, June 30, September 30,
December 31) a report listing each Security transaction (including those exempt
from the pre-clearance requirements) effected during the quarter for any
Personal Account; provided, however, a Security transaction need not be
separately reported under this paragraph if a copy of a broker confirmation for
the transaction was forwarded to the appropriate Compliance Officer as required
under Section 1.G.

F. Any Employee who becomes aware of any person trading on or communicating
Inside Information (or contemplating such actions) must report such event to the
Compliance Officer or the Assistant General Counsel.

G. Any Employee who becomes aware of any person violating this Code of Ethics
must report such event to the Compliance Officer or the Assistant General
Counsel.

IV. ENFORCEMENT

A. Review - The Compliance Officer shall review reports filed under the Code of
Ethics to determine whether any violation of this Code of Ethics may have
occurred.

B. Investigation - The Assistant General Counsel shall investigate any
substantive alleged violation of the Code of Ethics. An Employee allegedly
involved in a violation of the Code of Ethics may be required to deliver to the
Assistant General Counsel or his/her designee all tax returns involving any
Personal Account or any Securities for which the Employee has Beneficial
Ownership for all years requested. Failure to comply may result in termination.

C. Sanctions - In determining the sanctions to be imposed for a violation of
this Code of Ethics, the following factors, among others, may be considered:

(1) the degree of willfulness of the violation;
(2) the severity of the violation;
(3) the extent, if any, to which an Employee profited or benefited from the
violation;
(4) the adverse effect, if any, of the violation on a Covered Company or a
Client Account; and
(5) any history of prior violation of the Code.

The following sanctions, among others, may be considered:

(1) disgorgement of profits;
(2) fines;
(3) letter of reprimand;
(4) suspension or termination of employment; and
(5) such other actions as the Compliance Officer in concert with
appropriate legal counsel, or the Boards of Trustees of the Evergreen
Funds, shall determine.

D. All violations of the Code of Ethics involving Employees with
responsibilities relating to the Evergreen Funds or otherwise involving the
Evergreen Funds, and any sanctions imposed shall be reported to the Boards of
Trustees of the Evergreen Funds. All violations of the Code and any sanctions
also shall be reported to the Employee's supervisor, and any regulatory agency
requiring such reporting, and shall be filed in the Employee's personnel record.

E. Potential Legal Penalties for Misuse of Inside Information

(1) civil penalties up to three times the profit gained or loss avoided;
(2) disgorgement of profits;
(3) injunctions, including being banned from the securities industry;
(4) criminal penalties up to $1 million; and/or
(5) jail sentences.

V. DEFINITIONS

ACCESS PERSON: Access Person includes: (i.) any director of a Covered Company or
any officer of a Covered Company with the title of Vice President or above, but
excluding any such director or officer excluded in writing by the Covered
Company's Compliance Officer with the approval of the Assistant General Counsel;
(ii.) any Investment Person, but excluding any such person excluded in writing
by the appropriate person's Compliance Officer with the approval of the
Assistant General Counsel; and (iii.) any Employee of a Covered Company who, in
connection with his or her regular duties, makes, participates in, or obtains
information regarding the purchase or sale of a Security by a Client Account or
a Covered Company. Upon being notified of the hiring of a new Employee or of a
change in an Employee's job title or responsibilities, the appropriate
Compliance Officer will determine and notify the Employee as to whether he/she
is or has become an Access Person under the Code.

ASSISTANT GENERAL COUNSEL: Michael H. Koonce - 617/210-3663

BENEFICIAL OWNERSHIP: A direct or indirect financial interest in an investment
giving a person the opportunity directly or indirectly to participate in the
risks and rewards of the investment, regardless of the actual owner of record.
Securities of which a person may have Beneficial Ownership include, but are not
limited to:

(1) securities owned by a spouse, by or for minor children, or by relatives
of the person or his/her spouse who live in his/her home, including
Securities in trusts of which such persons are beneficiaries;
(2) a proportionate interest in Securities held by a partnership of which
the person is a general partner;
(3) securities for which a person has a right to dividends that are
separated or separable from the underlying securities; and
(4) securities that a person has a right to acquire through the exercise or
conversion of another Security.

CLIENT ACCOUNT: Any account of any person or entity (including an investment
company) for which a Covered Company provides investment advisory or investment
management services. Client Account does not include brokerage or other accounts
not involving investment advisory or management services.

COMPLIANCE OFFICER: The Compliance Officers for each Covered Company are set
forth below:

First Union Capital Management Group
Evergreen Investment Management, and
First Capital Group
------------------------------------
Clint Lackey 704/374-3476
Karen Knudtsen 704-374-2249
Joni McCabe 704/374-6404
Donna Mooney 704/383-8197
Vicki Calhoun 215/985-8742

Evergreen Asset Management Corp.
Lieber & Company
-------------------------------
Christina Carroll 914/641-2301
Jim Angelos 617/210-3690

Evergreen Investment Management Company, Inc.
--------------------------------------------
Cathy White 617/210-3606
Jim Angelos 617/210-3690

Meridian Investment Company
---------------------------
Vicki Calhoun 215/985-8742

Tattersall Advisory Group
-------------------------
Margaret Corwin 804/289-2663

Mentor Investment Advisors
Mentor Perpetual Advisors
--------------------------
Taylor Nelson 804/782-3209

COVERED COMPANY: Includes Evergreen Asset Management Company, Evergreen
Investment Management Company, Inc., Lieber & Company, Mentor Investment
Advisors, Mentor Perpetual Advisors, Meridian Investment Company, Tattersall
Advisory Group, Inc. and the investment groups included within the Capital
Management Group of First Union National Bank, which currently include Evergreen
Investment Management, First Capital Group, and First Investment Advisors.
Covered Company also includes any CMG advisors that are acquired during the time
this Code is in effect.

DERIVATIVE: Every financial arrangement whose value is linked to, or derived
from, fluctuations in the prices of stock, bonds, currencies or other assets.
Derivatives include but are not limited to futures, forward contracts, options
and swaps on interest rates, currencies, and stocks.

DIRECT OR INDIRECT INFLUENCE OR CONTROL: The power on the part of an Employee,
his/her spouse or a relative living in his/her home to directly or indirectly
influence the selection or disposition of investments.

EMPLOYEE: Any director, officer, or employee of a Covered Company, including
temporary or part-time employees and employees on short-term disability or leave
of absence. Independent contractors and their employees providing services to a
Covered Company, if designated by the Compliance Officer, shall be treated as
Employees under this Code.

EVERGREEN FUNDS: The open and closed-end investment companies advised or
administered by the Covered Companies.

INSIDE INFORMATION: Information regarding a Security or its issuer that has not
yet been effectively communicated to the public through an SEC filing or widely
distributed news release, and which a reasonable investor would consider
important in making an investment decision or which is reasonably likely to
impact the trading price of the Security. Inside Information includes, but is
not limited to, information about (i.) dividend changes, (ii.) earnings
estimates and changes to previously released estimates, (iii.) other changes in
financial status, (iv.) proposed mergers or acquisitions, (v.) purchases or
sales of material amounts of assets, (vi.) significant new business, products or
discoveries or losses of business, (vii.) litigation or investigations, (viii.)
liquidity difficulties or (ix.) management changes.

INVESTMENT PERSON: An Employee who is a portfolio manager, securities analyst,
or trader, or who otherwise makes recommendations regarding or effects the
purchase or sale of securities by a Client Account.

PERSONAL ACCOUNT: Any holding of Securities constituting Beneficial Ownership,
other than a holding of Securities previously approved by the Compliance Officer
over which the Employee has no Direct Influence or Control. A Personal Account
is not limited to securities accounts maintained at brokerage firms, but also
includes holdings of Securities owned directly by an Employee.

SECURITY: Any type of equity or debt instrument and any rights relating
thereto, such as derivatives, warrants and convertible securities.

Unless otherwise noted, Security does not include:

(1) US Government Securities (see definition below);
(2) commercial paper, certificates of deposit, repurchase agreements,
bankers' acceptances, or any other money market instruments;
(3) shares of registered open-end investment companies (i.e., mutual
funds);
(4) commodities (except the Security that does include options on
individual equity or debt securities);
(5) real estate investment trusts;
(6) guaranteed insurance contracts/ bank investment contracts; or
(7) index based securities;
(8) derivatives based on any instruments listed above.

Shares issued by all closed end funds (excluding index-based derivatives) are
included in the definition of Security.

U.S. Government Securities: All direct obligations of the U.S. Government and
its agencies and instrumentalities (for instance, obligations of GNMA, FHLCC, or
FHLBs).